1.

Definitions

2.

Interpretation

3.

Royalty

4.

Calculation of Net Smelter Returns

5.

In-Kind Credit of Precious Metals Royalty

6.

Replacement Pricing

7.

Purchase Price

8.

[Reserved]

9.

Taxes

10.

Reporting Obligations

11.

Books and Records; Audits; Inspections

12.

Maintenance of Existence and Property

13.

Management of Mining Operations

14.

Right of First Offer

15.

Insurance Matters

16.

Representations and Warranties of the Payee

17.

Representations and Warranties of the Royalty Payor Parties

18.

Indemnities

19.

Indemnification Procedures

20.

Term

21.

Restricted Transfer Rights of the Royalty Payor Entities

22.

Transfer Rights of the Payee

23.

Governing Law

24.

Disputes, Judicial Proceedings and Arbitration

25.

Notices

26.

General Provisions

SCHEDULES:

Schedule A-1 – Maps of the Property

Schedule A-2 – Description of the Property

Schedule A-3 – FAD Properties

Schedule B – Permitted Encumbrances

Schedule C – Representations and Warranties of the Payee

Schedule D – Representations and Warranties of the Royalty Payor Parties

Schedule E – Form of No Interest Letter

Schedule F – Existing Third-Party Royalties

Schedule G – Royalty Deed

Schedule H – 2026 Budget

each of the Payors is a direct wholly-owned Subsidiary of the Payor Parent;

the Payors are the owners and operators of 100% of the Property and any Project located thereon, as and if applicable;

the Payors have agreed to jointly create, grant and convey the Royalty to the Payee in exchange for the Purchase Price, inclusive of all applicable Taxes, in accordance with the terms and conditions described herein;

Definitions

the amount and a description of planned development, operating and capital expenditures;

a description of any planned changes to the status or extensions of new or existing key Authorizations, and any other related permitting activities including modifications or new applications in respect of the Projects or Property;

a review of the planned exploration activities, including the amount and a description, including location, of planned exploration expenditures and activities;

a description of all development plans for any major capital projects related to any individual Project or Property included within the Payor Parent’s annual budget as approved by its board of directors;

types, tonnes and grade of Minerals to be mined;

types, tonnes and grade of Minerals to be stockpiled;

with respect to the processing facilities, the types, tonnes and grade of Minerals to be processed; expected recoveries for gold and other Minerals; and doré weight and gold and silver grade; and

a calculation of the forecast Royalty payments.

types, tonnes and grade of Minerals mined;

types, tonnes and grade of Minerals stockpiled;

with respect to the processing facilities, the types, tonnes and grade of processed Minerals; recoveries for gold, silver and other Minerals; and doré weight and gold and silver grade;

the amount, type, grade, and moisture content, to the extent applicable, of all products produced and processed during the year, including the number of ounces of Precious Metals and the quantity of other Minerals contained therein, and details regarding all products produced or processed during such year through the Royalty Payor Entities’ own facilities as well as that (i) are not delivered to a Third Party Payor by the end of such year; and (ii) are delivered to a Third Party Payor by the end of such year, and, in such case, including the name(s) and address(es) of each such Third Party Payor;

the credit/payment to the Payee and/or estimated credit/payment to the Payee with respect to Precious Metals and other Minerals referred to in subsection (d)(ii) on account of the Royalty;

a reconciliation between any estimated credit/payment specified in an Annual Report pursuant to subsection (e) for a preceding year and the final credit/payment;

the amount and a description of operating and capital expenditures;

a statement setting out the mineral reserves and mineral resources (by category) prepared in accordance with National Instrument 43-101 or similar disclosure or reporting requirements under Applicable Laws (with the assumptions used, including cut-off grade, metal prices, metal recoveries and Royalty coverage);

a review of the development (including a review of and update on any changes to the status or extensions of new or existing key Authorizations, and any other related permitting activities including modifications or new applications) and operating activities for the year and a report on any material issues or departures from that contemplated by the development or mine plan, as applicable as of the first day of the calendar year, together with (i) specific updates on technical works completed during the reporting year, (ii) a budget for the coming year, including exploration, development and capital expenditures, and (iii) permitting updates for material Projects, including, but not limited to, the projects known as the Archimedes project, the Granite Creek project and the Mineral Point project;

a review of the exploration activities for the year, including the amount and a description of exploration expenditures and a report on the results of exploration activities conducted during such year, including all geological, geophysical, geochemical, sampling, drilling, trenching, analytical testing, assaying, mineralogical, metallurgical and other similar information, including maps, charts and surveys;

variances from projected operating and capital expenditures and any actual or expected adverse impact on development or production or recovery of Precious Metals and other Minerals, whether as to quantity or timing, together with the details of the plans to resolve or mitigate such matters;

a summary of water rights status by Project, including (i) the status of existing water rights, (ii) the sufficiency of existing water rights for current and planned operations, and (iii) any water permitting actions completed or planned; provided that, in the case of the Mineral Point project, such summary shall also include the status of and results from hydrological work related to dewatering, including studies undertaken and permitting progress;

details of any Indebtedness incurred by the Royalty Payor Entities during the year;

details of any material health or safety incidents or violations and/or material violations of any Applicable Laws (including Environmental Laws);

a description of any material correspondence, negotiations or agreements with a federally recognized Indian tribe in respect of the Property or Project;

details of any material federally recognized Indian tribes, local community and/or regulatory disputes or issues that have occurred on the Property or in respect of the Projects;

a detailed map of the Property, to the extent that there are any material year-over-year updates; and

a description of any community or environmental and social initiatives of the Royalty Payor Entities in respect of the Projects or Property.

impair the quality of the Environment for any use that can be made of it;

injure or damage property or plant or animal life;

adversely affect the health of any individual;

impair the safety of any individual;

render any plant or animal life unfit for use by humans; or

create a liability under any Environmental Laws;

all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, bills or other similar instruments;

all obligations, contingent or otherwise, relative to the face amount of all letters of credit, whether or not drawn, and banker’s acceptances issued for such Person’s account;

all obligations under any Capital Lease of such Person;

all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business);

all obligations secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) any Encumbrance upon or in property owned by such Person, even if such Person has not assumed or become liable for the payment of such obligations or such obligations are limited in recourse;

all obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even if the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property);

all guarantees, indemnities and other obligations (contingent or otherwise) of such Person in respect of Indebtedness of another Person;

all obligations of such Person to purchase, redeem, retire, defease or otherwise acquire for value any equity, ownership or profit interests in such Person within 10 years from the date of issuance thereof;

the liability of such Person on account of any derivative transaction or other protection against or benefit from fluctuation in any rate or price; and

the obligations of such Person in respect of any streaming or royalty arrangements.

any Project (including the ability of the Royalty Payor Entities to explore, construct, develop or operate such Project substantially in accordance with the development or mine plan, as applicable, for such Project in effect at the time of the occurrence of the Material Adverse Effect);

the ability of the Payors to perform their obligations under this Agreement; or

the legality, validity, binding effect or enforceability of this Agreement, the Royalty or the rights and remedies of the Payee under this Agreement.

Indebtedness that is secured against the Property; and

all other Indebtedness for borrowed money (or guarantees of such Indebtedness) in which the principal amount is in excess of      , other than Indebtedness of the Payor Parent or its Affiliates (other than the Payors) that is non-recourse to each of the Payors and the Property.

the Property Interests as of the Execution Date, set forth in Schedule A-1 and described in Schedule A-2, and including any Property Interests obtained as a result of any conversion, consolidation or subdivision of one or more of the Property Interests, or any increased ownership interest in respect of such Property Interests, described in Schedule A-2;

any Property Interests hereafter acquired or held which lie wholly or partly within the area that is one (1) mile from the external boundaries of any part of the Property Interests described in (a) above (for greater certainty, extending from any internal boundaries around

all water, water rights and the permits and other evidence of authority or approval to appropriate and/or use ground or surface water in connection with the properties and rights referred to above, including the water rights described in Schedule A-2;

all Minerals, Authorizations and Other Rights, all other property, tailings, buildings, structures, facilities and fixtures used, affixed or situated thereon, Utility Commitments and other rights or assets in each case relating to the interests referred to in (a), (b) and (c) above; and

any of the foregoing subsequently acquired.

types, tonnes and grade of Minerals mined;

types, tonnes and grade of Minerals stockpiled;

with respect to the processing facilities, the types, tonnes and grade of processed Minerals; recoveries for gold, silver and other Minerals; and doré weight and gold and silver grade;

the amount, type, grade and moisture content of all products produced and processed during the quarter, including the number of ounces of Precious Metals and the quantity of other Minerals contained therein, and details regarding all products produced or processed during such quarter through the Royalty Payor Entities’ own facilities as well as that (i) are not delivered to a Third Party Payor by the end of such quarter; and (ii) are delivered to a Third Party Payor by the end of such quarter, and, in such case, including the name(s) and address(es) of each such Third Party Payor;

the number of ounces of unsold Precious Metals in inventory at the Projects and at the refinery;

the credit/payment to the Payee and/or estimated credit/payment to the Payee with respect to Precious Metals and other Minerals referred to in subsection (c) on account of the Royalty;

a reconciliation between any estimated credit/payment specified in a Quarterly Report pursuant to subsection (f) for a preceding quarter and the final credit/payment;

a review of the development (including a review of and update on any changes to the status or extensions of new or existing key Authorizations, and any other related permitting activities including modifications or new applications) and operating activities for the quarter and a report on any material issues or material departures from that contemplated by the development or mine plan, as applicable as of the first day of the fiscal year, together with (i) specific updates on material technical works completed during the quarter, (ii) an updated forecast and budget for the remainder of the year, including exploration, development and capital expenditures, and (iii) permitting updates for material Projects, including the Archimedes project, the Granite Creek project and the Mineral Point project;

the amount and a description of development, operating and capital expenditures for such quarter;

an exploration update for the previous calendar quarter, including (i) the exploration focus (including details of any exploration targets), (ii) the number of meters or feet drilled and the applicable drill results and (iii) the exploration expenditures;

a summary of water rights status by Project, including (i) the status of existing water rights, (ii) the sufficiency of existing water rights for current and planned operations, and (iii) any water permitting actions completed or planned; provided that, in the case of the Mineral Point project, such summary shall also include the status of and results from hydrological work related to dewatering, including studies undertaken and permitting progress;

a summary of communications and updates with water authorities, including any material correspondence, meetings or filings, and progress on regulatory matters, with specific reference to the Diamond Valley Critical Management Area and any other relevant water management jurisdictions, together with updates on stakeholder engagement in respect of permitting and water and/or dewatering matters;

a comparison of the annual forecast production to the actual production on a year-to-date basis and an updated forecast for the remaining period of the year;

details of any material health or safety incidents or violations and/or material violations of any Applicable Laws (including Environmental Laws);

a description of any material correspondence, negotiations or agreements with federally recognized Indian tribe in respect of the Property or Project;

details of any material federally recognized Indian tribe, local community and/or regulatory disputes or issues that have occurred on the Property or in respect of the Projects;

details of any planned processing of other minerals which are not Minerals through the processing plants at the Projects or any commingling of such other minerals with Minerals mined, produced, extracted or otherwise recovered from the Property;

details of any acquisitions of Property Interests (i) within the area of interest (described in clause (b) of the definition of “Property”) or (ii) that are otherwise in close enough proximity to the Property that there is the potential for future commingling of minerals from such Property Interests with Minerals mined, produced, extracted or otherwise received from the Property;

details of any Indebtedness incurred by the Royalty Payor Entities or Encumbrances incurred on the Property during the quarter;

details of any technical reports or studies that have been conducted during the quarter;

a description of (i) any closure plans or changes or potential changes to existing closure plans and related financial assurances, (ii) current and planned reclamation or remediation activities and any changes or potential changes thereto, (iii) any new material obligations or issues identified with respect to any legacy assets or (iv) discussions with Governmental Bodies in respect of any of the foregoing, in each case with respect to the Property or Project and including any estimates (or changes to estimates), changes to assumptions or updates on progress or key milestones;

if applicable, a review of the development (including an update on any changes to the status or extensions of key Authorizations and any other permitting activities including modifications or new applications) and construction activities for the quarter and a report on any material issues or departures from that contemplated by the development or any applicable mine plan, as applicable as of the first day of the fiscal year; and

if applicable, actual exploration, development and capital expenditures variances from projected exploration, development and capital expenditures and any actual or expected adverse impact on development, together with the details of the plans to resolve or mitigate such matters.

the fair saleable value of the assets of such Person is in excess of the total amount of the current value of its liabilities (including for purposes of this definition all liabilities (including loss reserves), whether or not reflected on a balance sheet prepared in accordance with GAAP and whether direct or indirect, fixed or contingent, secured or unsecured, disputed or undisputed);

such Person is able to pay its debts or obligations in the ordinary course as they mature;

such Person has capital sufficient to carry on its business; and

such Person is not otherwise insolvent as defined by any Applicable Law;

Interpretation

Interpretation of Certain Matters. In this Agreement, unless otherwise specifically provided or unless the context otherwise requires:

the terms “Agreement”, “this Agreement”, “the Agreement”, “hereto”, “hereof’, “herein”, “hereby”, “hereunder” and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof;

references to a “Section” or “Schedule” followed by a number or letter refer to the specified Section of, Schedule to this Agreement;

references to a Party in this Agreement mean the Party or its successors or permitted assigns;

the division of this Agreement into sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement;

the words “including”, “includes” and “include” shall be deemed to be followed by the words “without limitation”;

the words “and/or” and “or” mean any, some or all the words connected by these words;

any time period within which a payment is to be made or any other action is to be taken hereunder shall be calculated excluding the day on which the period commences and including the day on which the period ends;

whenever any payment is required to be made, action is required to be taken or period of time is to expire on a day other than a Business Day, such payment shall be made, action shall be taken or period shall expire on the next following Business Day;

references to agreements and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of this Agreement;

references to statutes or regulations are to be construed as including all statutory and regulatory provisions consolidating, amending, supplementing, interpreting or replacing the statute or regulation referred to; and

references to the “Payor” shall, as the context requires, refer to each Payor individually and the Payors collectively; references to the “Payors” refer to all Payors collectively; and any obligation of the Payors hereunder is a joint and several obligation, unless expressly stated otherwise.

Currency. All references in this Agreement to currency or to “$”, unless otherwise expressly indicated, shall be to United States dollars.

Tonnes. All references in this Agreement to “tonnes”, unless otherwise expressly indicated, shall be to dry metric tonnes.

Accounting Principles. Where the character or amount of any asset or liability or item of revenue or expense is required to be determined, or any consolidation or other accounting computation is required to be made, for the purposes of this Agreement, including the contents of any certificate to be delivered hereunder, such determination, consolidation or computation shall, unless the Parties otherwise agree or the context otherwise requires, be made in accordance with U.S. GAAP applied on a consistent basis.

Time of Essence. Time shall be of the essence of this Agreement.

Construction. This Agreement has been negotiated by each Party with the benefit of legal representation, and any rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall not apply to the construction or interpretation of this Agreement.

Schedules. The following Schedules are attached to, form part of and are incorporated in this Agreement:

Schedule A-1 – Maps of the Property

Schedule A-2 – Description of the Property

Schedule A-3 – FAD Properties

Schedule B – Permitted Encumbrances

Schedule C – Representations and Warranties of the Payee

Schedule D – Representations and Warranties of the Royalty Payor Parties

Schedule E – Form of No Interest Letter

Schedule F – Existing Third-Party Royalties

Schedule G – Royalty Deed

Schedule G – 2026 Budget

Royalty

Grant of Royalty. In accordance with the terms set out herein, the Payors hereby create the Royalty and hereby irrevocably grant and convey the Royalty (free and clear of any and all Encumbrances) to the Payee, to be effective as of the Effective Date, and hereby agree to pay in perpetuity to the Payee, the Royalty, free from any Deductions (other than the Royalty percentage share of Allowable Deductions) and in accordance with Section 3(d) on a monthly basis from Minerals produced from the Property, which Royalty shall accrue from and after the Effective Date, determined in accordance with the provisions set forth in this Agreement, in consideration of the Purchase Price paid by the Payee to the Payors in accordance with Section 7. The Royalty constitutes a real property right in the Property and all Minerals produced from the Property. As provided in Section 3(j), the Royalty Deed shall be recorded against the Property and as recorded, shall be the only Encumbrance on the Property, other than Permitted Encumbrances.

Non-Operative Royalty. If, at any time and from time to time, any Royalty Payor Entity holds or hereafter acquires all or any portion of the Property for which the creation, grant and conveyance of the Royalty pursuant to Section 3(a) is not operative or effective in any respect, the Payors shall, at their cost and expense, promptly:

provide written notice thereof to the Payee, including all material details;

create, grant and convey (or cause to be created, granted and conveyed) the equivalent Royalty to the Payee in respect of such portion of the Property;

execute and deliver (or cause to be executed and delivered) all further instruments and documents necessary to give the effect to this Agreement in respect thereof (including an amendment to this Agreement reflecting such additional portion of the Property in form and substance satisfactory to the Payee); and

take (or cause to be taken) all further action, that may be necessary or desirable, or that the Payee may reasonably request (including recording such amendment to

Entitlement Gross-Up. If, from time to time, the Royalty Payor Entities collectively have less than a one hundred percent (100%) entitlement to the Minerals produced from the Property, then the applicable Royalty rate used to calculate the Royalty on such Minerals shall be grossed-up by multiplying such rate by a fraction, the numerator of which is one hundred percent (100%) and the denominator of which is the aggregate percentage entitlement to the Royalty Payor Entities to such Minerals, such that the Payee will receive Royalty payments in respect of such Minerals as if the Royalty Payor Entities had a one hundred percent (100%) entitlement to such Minerals.

Time and Manner of Payment.

The Payee shall receive payments of the Royalty to the extent relating to gold and silver (the “Precious Metals Royalty”) as a cash payment in accordance with Section 3(d)(ii) within the time periods set forth in and otherwise in accordance with Section 5 (or, with respect to the First Payment, in accordance with Section 3(d)(iii)), unless the Payee, at its option, elects to receive as an in-kind credit in the form of Refined Gold and Refined Silver, as the case may be, by way of credit in metal or physical allocation to the metal account specified by the Payee for such purpose.

If the Payee wishes to receive all or a portion of the Precious Metals Royalty as an in-kind credit in the form of Refined Gold and Refined Silver, as the case may be, for a particular month, the Payee shall give written notice thereof to the Payors at least 45 days prior to the commencement of such month, and, in such case, the Payors shall pay the Precious Metals Royalty, or the applicable portion thereof, as an in-kind credit in the form of Refined Gold and Refined Silver, as the case may be, within 10 Business Days of the last day of such month. The Payee may only change its mode of receipt of the payments of the Precious Metals Royalty once per calendar year. The Royalty, other than the Precious Metals Royalty, shall be paid in cash by the Payors within 10 Business Days of the last day of each calendar month. The cash payments shall be made by wire transfer to an account to be designated by the Payee and notified to the Payors at least three Business Days prior to the payment date. For greater certainty, the Payee shall not be responsible for, and all Royalty payments shall be made free of, any Deductions, all of which shall be for the account of the Payors, except as specifically provided for in this Section 3 and Sections 4 and 5.

Notwithstanding the time periods set forth in Section 5 and this Section 3(d), and subject to Section 4(f), the Payor shall make the first payment of the Royalty under this Agreement (the “First Payment”) to the Payee as soon as reasonably practicable after the Closing Date. Such First Payment and the amount of Refined Gold, Refined Silver or cash, as the case may be, shall be determined with respect to the Royalty from Minerals produced from the Property from and after the Effective Date (including with respect to Minerals extracted prior to that date).

Late Charge. If the credit/payment of the Royalty in respect of Monthly Production in a particular month is not made within 30 days after the last day of such month, the Payee may give the Payors written notice of such default. Unless the Payee shall have received such credit/payment within 10 days of receipt of such notice, an additional cash sum equal to     of the amount of the delinquent payment (the “Late Charge”) shall be payable to the Payee, plus interest on the delinquent credit/payment at the rate of     per annum shall accrue from the day the delinquent credit/payment was due to the date of credit/payment of the Royalty and accrued interest in full. No interest- shall accrue on amounts subject to a bona fide dispute.

Royalty Statements. Each credit/payment of the Royalty shall be accompanied by a detailed statement explaining the manner in which the credit/payment was calculated and shall also include the following information:

settlement ounces (or other quantities in the case of Minerals other than Precious Metals) of all Monthly Production;

the prices used for the calculation of the Royalty;

any Allowable Deductions applied to the Royalty;

any other pertinent information in sufficient detail to explain the calculation of the credit/payment; and

such other information as the Payee may reasonably request.

Insurance Proceeds. Notwithstanding any other provisions of this Agreement, if the Royalty Payor Entities receive insurance proceeds for any Precious Metals or other Minerals that are lost or damaged, the Payors shall pay to the Payee, in lieu of the credit/payment of the Royalty in respect of such Precious Metals or other Minerals that were lost or damaged, an amount equal to the applicable Royalty percentage share of the gross insurance proceeds which are received by the Royalty Payor Entities for such Precious Metals or other Minerals. The Payors shall pay such amount in cash within 10 days of any Royalty Payor Entity receiving such insurance proceeds in cash by wire transfer to an account to be designated by the Payee and notified to the Payors in writing at least three Business Days prior to the payment date. The amount of gross proceeds received by the Royalty Payor Entities on account of the lost or damaged Precious Metals or other Minerals shall be conclusively determined by the insurance settlement documents.

Hedging Activities. All profits and losses resulting from the Royalty Payor Entities, as the case may be, entering into any Hedging Activities are specifically excluded from calculations of the Royalty pursuant to this Agreement. All Hedging Activities entered into by the Royalty Payor Entities, as the case may be, and all profits or losses associated therewith, if any, shall be solely for the account of the Royalty Payor Entities, as the case may be. The Royalty payable on Precious Metals or other Minerals subject to Hedging Activities shall be determined in the same manner as provided in this Section 3 and

Nature of Interest.

The Parties intend and agree that the Royalty is intended to be a real property right in the Property and constitutes the grant of a vested present interest in the Property and a covenant running with the land and all successions thereof, whether created privately or through government action. The Royalty shall be applicable to the Property and binding upon each of the Payors and all successors and/or assignees of the Property.

The Payee shall have all of the rights and incidents of ownership of a non-participating royalty owner, which incidents are covenants running with the Property and include: (A) the ownership of the non-participating royalty interests which are interests in real property; (B) the right to receive, free of expenses other than the Royalty percentage share of Allowable Deductions in the calculation of Net Smelter Returns, the Royalty payments; and (C) the obligation of each of the Payors, their successors or assigns, to make the Royalty payments, which obligation shall run with the land.

Except as expressly provided herein, the Payee shall not have or claim any incidents of the fee simple ownership in the Property, which incidents include: (A) the right to enter, explore, develop or mine the Property Interests; (B) the right to execute leases, operating agreements or similar instruments with respect to the Property; (C) the right to share in bonus payments made as the consideration for the execution of leases or other instruments; and (D) the right to participate in any manner in the decisions concerning, or the conduct of, operations on the Property.

The Royalty shall attach to any amendments, relocations or conversions of any Property Interests, mining claim, license, lease, concession, permit, patent or other tenure comprising the Property, or to any renewals, modifications, adjustments or extensions thereof or to any resurvey, replacement or substitution therefor. If any Governmental Body establishes a new system of tenure for lands or minerals now subject to location under applicable mining laws, and if the new system gives any of the Payors an election to acquire rights under the new system in exchange for or in modification of property rights comprising part of the Property, this Agreement and the Royalty shall extend to the other rights granted by the new system in exchange for such property rights included in the Property.

All credits/payments due to the Payee on account of the Royalty shall become the property of the Payee at the time of production of Precious Metals or other Minerals and shall be held by the Payors in trust for the Payee until credited/paid to the Payee.

Registration Against Title. It is the intention of the Parties hereto, and the Parties hereto agree that the Royalty is a real property right in land registrable against title to the Property and running with the Property. The Payors shall, upon request of the Payee, sign and deliver to the Payee, and the Payee may register or otherwise record against titles to the Property,

Autoclave sale uplift; real property treatment and registration. If a Transfer by any Royalty Payor Entity of the Lone Tree autoclave processing facility occurs other than concurrently with and as part of a sale of the Payor Parent or a Transfer to a Third Party of all or substantially all of the Property and related assets of the Royalty Payor Entities taken as a whole as at the date of such Transfer, then, effective as of and from the closing of such Transfer (or, if earlier, the date on which beneficial ownership and risk of loss in such facility pass to the transferee), the Royalty shall automatically increase       of the rate otherwise applicable from time to time. For greater certainty, such increase is an adjustment to and forms part of the Royalty, which is a real property right and a covenant running with the land and applies to all Minerals produced from the Property from and after such effective time. To the extent any further instrument is required under Applicable Law for the foregoing to be fully operative as a real property interest, the Payors shall promptly execute, and do or cause to be done all such further acts and things (including causing any additional instruments, confirmations, acknowledgements, memoranda and notices to be prepared, executed, delivered and recorded or registered), as may be necessary or desirable under Applicable Law to evidence, give effect to, protect and perfect the foregoing as a real property interest, in each case in the same manner contemplated by Sections 3(b) and 3(j). For greater certainty, the royalty increase as set out in this Section 3(k) does not become applicable due to a pledge, encumbrance or hypothecation of such facility, provided such pledge, encumbrance or hypothecation is made in connection with security taken over all or substantially all of the Property and related assets of the Royalty Payor Entities taken as a whole, and similarly the realization of such pledge, encumbrance or hypothecation may only be made where there is a realization in respect of all or substantially all of the Property and related assets of the Royalty Payor Entities taken as a whole.

Joint and Several Obligations. The Payors, the Royalty Payor Parties and the Royalty Payor Entities (to the extent they assume obligations hereunder) are jointly and severally liable for the due and punctual performance and observance of all obligations, covenants and agreements of the Payors and the Royalty Payor Parties under this Agreement (including the obligation to make credits/payments on account of the Royalty). Any release, compromise or variation of this Agreement with, or grant of time or other indulgence to, any Payor, Royalty Payor Party or Royalty Payor Entity shall not impair the

Calculation of Net Smelter Returns

Net Smelter Returns. “Net Smelter Returns” for any given calendar month means the amount determined by the following formula:

Allowable Deductions. For the purposes of calculating Net Smelter Returns (and for all other intents and purposes of this Agreement), “Allowable Deductions” shall mean the following Deductions (without duplication), but only if and to the extent actually incurred and paid by the Royalty Payor Entities:

in the case of Precious Metals shipped from the Property in the form of doré:

charges and costs, if any, for transportation and insurance of doré from the Royalty Payor Entities’, as the case may be, final mill or other final processing plant to places where such doré is refined (including loading, freight, insurance, security, surveyor fees, handling fees, port fees, demurrage and forwarding expenses incurred by reason of or in the course of transportation); and

charges imposed by the refiner on an arm’s length basis for refining doré into Refined Gold or Refined Silver, as applicable; and

for cash payments pursuant to Section 3(d) in respect of Precious Metals, actual arm’s length selling, marketing and brokerage costs of Refined Gold and Refined Silver, as applicable,

in the case of Minerals other than Precious Metals shipped from the Property:

subject to Section 4(c), charges and costs, if any, for transportation and insurance of Minerals to places where such Minerals are smelted or refined or beneficiated by another final process instead of conventional smelting or refining processes (including loading, freight, insurance, security, surveyor fees, handling fees, port fees, demurrage and forwarding expenses incurred by reason of or in the course of transportation); and

costs and charges for smelting or refining or other final beneficiation process performed instead of conventional smelting or refining processes; and

actual arm’s length selling, marketing and brokerage costs related to such Minerals, as applicable; and

in the case of Minerals shipped from the Property in a form other than as set out in Section 4(b)(i) or Section 4(b)(ii), there shall be no Allowable Deductions,

Toll Milling. For greater certainty, if the Royalty Payor Entities ship Minerals for processing or beneficiation at a facility not owned or controlled by a Royalty Payor Entity prior to final treatment as contemplated in Section 4(b)(ii)(B) (including, without limitation, pursuant to the Third-Party Ore Purchase Agreement or the Third-Party Toll Milling Agreements), no deductions for toll milling, other processing or transportation of the Minerals to the toll milling or other facility will apply.

Provisional Settlement. Where the Royalty Payor Entities receive any payment for Monthly Production from a Third Patty Payor on a provisional basis, the amount of the Royalty payable shall be based on the gross number of ounces of Precious Metals or quantity of other Minerals credited by such provisional settlement that are for the benefit of the Payors, but shall be adjusted as between the Payors and the Payee to account for the quantity of Precious Metals or other Minerals established by final settlement with the Third Party Payor.

Dispositions to Third Party Payors. Each Payor shall not dispose of any Minerals except pursuant to (i) a sale and delivery by such Payor to a Third Party Payor on industry standard terms or (ii) a disposition of Minerals as Waste Materials in accordance with Section 13(h).

Pre-Effective Date Deliveries.                                       
                                                   
                                                   

In-Kind Credit of Precious Metals Royalty

In-Kind Credits. In-kind credits of the Precious Metals Royalty shall be made in accordance with this Section 5.

Manner of Credit. In the case of Precious Metals shipped by the Royalty Payor Entities in the form of doré, the Payors shall credit the Payee’s account with the applicable Royalty percentage share of the Refined Gold and the applicable Royalty percentage share of the Refined Silver derived from Minerals and credited to the Royalty Payor Entities that are for the benefit of the Royalty Payor Entities by the refiner as soon as practicable and in any event no later than five Business Days after such Refined Gold or Refined Silver is credited to the Royalty Payor Entities unless the Payee has elected to be paid in cash pursuant to Section 3(d). In the case of Precious Metals shipped by the Royalty Payor Entities, other than in the form of doré, such credit shall be determined as the applicable Royalty percentage share of the applicable Monthly Production of Precious Metals shipped by the Royalty Payor Entities that are for the benefit of the Royalty Payor Entities and credited to the Payee’s account no later than 15 days after the last day of each calendar month. In all cases, such credits shall be made in accordance with written instructions given to the Payors by the Payee and delivered in accordance with Section 3(d). Once the Payors have received instructions from the Payee, such instructions shall remain in effect until it has received different instructions from the Payee. The Payee’s metal account for the purposes of this Section 5(b) shall be in the United States; provided that if the Payee specifies delivery to a jurisdiction outside of the United States, the Payee shall bear any incremental costs resulting therefrom over the costs that would have applied in the United States including for greater certainty, any additional Taxes.

Payment for Allowable Deductions. The Parties acknowledge and agree that if the Payee receives the Royalty as an in-kind credit in the form of Refined Gold and/or Refined Silver pursuant to this Section 5, the Royalty will not reflect the Allowable Deductions deductible in calculating Net Smelter Returns under this Agreement and, therefore, subject to receipt by the Payee of in-kind credits pursuant to Section 5(b), the Payee shall remit a cash payment (the “In-Kind Deduction Payment”) of an amount equal to the Royalty percentage share of Allowable Deductions in respect of such credits to the Payors, as may be adjusted from time to time. The In-Kind Deduction Payment shall be made within 10 days of receipt of invoices for such Allowable Deductions by wire transfer to an account to be designated by the Payors, and notified to the Payee in writing at least three Business Days prior to the payment date. If an In-Kind Deduction Payment in respect of Allowable Deductions for a particular month is not made within 10 days of receipt of invoices for such Allowable Deductions, the Payors shall be permitted to set-off the amount of such In-Kind Deduction Payment against any future credits/payments of the Royalty to the Payee, plus interest on such amount at the rate of 12.0% per annum, which shall accrue from the day such delinquent In-Kind Deduction Payment was due to the date of set-off. Notwithstanding anything else in this Section 5(c), at no time may the Royalty percentage share of Allowable Deductions exceed the amount of credits/payments that would otherwise be due and payable pursuant to the Royalty such that Net Smelter Returns are less than zero.

Monthly Pricing Not to Apply. Notwithstanding the use of the Monthly Average Gold Price and Monthly Average Silver Price in the calculation of Net Smelter Returns, the Parties agree that receipt of in-kind credits by the Payee in compliance with this Section 5 shall constitute payment of the Royalty, notwithstanding any difference between the spot prices for gold and silver on the date of credit and the Monthly Average Gold Price and Monthly Average Silver Price, respectively, applicable to the Precious Metals credited.

Arrangements with the Third Party Payor. The Royalty Payor Parties shall ensure that all contractual or other arrangements entered into by the Royalty Payor Entities with the Third Party Payor shall contain provisions implementing the terms and conditions of payment set forth in Sections 3 and 4 and this Section 5 and shall procure the written undertaking of the Third Party Payor contractually binding the Third Party Payor to performance in accordance with Sections 3 and 4 and this Section 5 in form and substance enforceable by the Payee. The Royalty Payor Parties acknowledge their primary obligation to pay the Royalty and that no undertaking by the Third Party Payor shall relieve the Royalty Payor Parties of that obligation. The Royalty Payor Parties agree to jointly and severally indemnify, defend and hold the Payee harmless from and against any and all Losses suffered or incurred by the Payee as a result of, in respect of or as a consequence of the Third Party Payor’s failure to deliver in-kind credits within the time periods provided by this Agreement or the breach or non- performance by the Third Party Payor under any contractual or other arrangements entered into by Royalty Payor Entities with the Third Party Payor pursuant to or for the purposes of complying with Sections 3 and 4 and this Section 5.

Replacement Pricing

Purchase Price

In consideration for the promises and covenants of the Payors contained herein, including the grant of the Royalty and obligation to make the Royalty payments, concurrently with the execution of this Agreement, the Payee has paid to the Payors $250,000,000 (the “Purchase Price”) inclusive of all applicable Taxes.

Payment of Purchase Price. $225,000,000 has been paid on the Closing Date (the “Closing Purchase Price”), with the additional $25,000,000 to be paid following (i) the

Use of Proceeds. The Purchase Price funds received by the Payors shall only be used for (i) extinguishment of existing debt obligations (i.e. convertible debentures, pre-pays, and silver stream (to the extent that the extinguishment of the silver stream is possible)); (ii) a minimum of $25,000,000 to advance near term Mineral Point project technical and permitting work; and (iii) the balance for general corporate purposes, working capital and contingency reserves.

[Reserved]

Taxes

Taxes Payable by Royalty Payor Entities. Except as required by Applicable Law or expressly contemplated herein, all credits/payments on account of the Royalty and any other payment or transfer of property of any kind made under this Agreement to the Payee (including with respect to the granting and conveyance of the Royalty) shall be made free and clear and without any present or future deduction, withholding, charge or levy on account of Taxes, without setoff or counterclaim. The Royalty Payor Entities shall be liable for all such Taxes directly or indirectly imposed on the Payee and shall jointly and severally indemnify, defend and hold the Payee harmless from any such Taxes imposed on the Payee.

Gross Up. Taxes, if any, as are required by Applicable Law to be so deducted, withheld, charged or levied by the Royalty Payor Entities on any such credit/payment or other payment or transfer of property, shall be paid by the Royalty Payor Entities crediting/paying to the Payee or on its behalf, in addition to such credit/payment, such additional credits/payments as are necessary to ensure that the net credit/payment received by the Payee (net of any such Taxes, including any Taxes required to be deducted, withheld, charged or levied on any such additional amount) equals the full credit/payment or transfer that the Payee would have received had no such deduction, withholding, charge or levy been required. For the purposes of Section 9(a) and this Section 9(b), Taxes shall exclude any Excluded Taxes, all of which shall be for the account of the Payee. Unless a Payee, including any transferee, is a “foreign person” (as such term is defined under United States Internal Revenue Code of 1986, as amended), Payee shall provide the Royalty Payor Entities a properly completed and duly executed IRS Form W-9 confirming that Payee is not subject to backup withholding Tax.

Withholding by Payee. To the extent required by Applicable Law, the Payee may deduct withhold, charge or levy any Taxes imposed by any Governmental Body on the Payee or any of its Affiliates or otherwise required to be withheld, in respect of any payment made by the Payee to the Payors or any of their Affiliates under this Agreement.

Cooperation. The Parties agree to reasonably cooperate to: (i) facilitate Tax planning with respect to credits/payments on account of the Royalty; (ii) ensure that no more Taxes, duties or other charges are payable than is required under Applicable Law; and (iii) obtain a refund or credit of any Taxes which have been overpaid.

Refunds. If the Payee determines that it has received a refund of any Taxes as to which it has been indemnified by any Payor or with respect to which any Payor has paid additional amounts pursuant to this Section 9 or that, because of the payment of such Taxes, it has benefited from a reduction in Excluded Taxes otherwise payable by it, it shall pay to such Payor an amount equal to such refund or reduction (but only to the extent of indemnity payments made, or additional amounts paid, by the Payor under this Section 9 with respect to the Taxes giving rise to such refund or reduction), net of all out-of-pocket expenses of the Payee, as the case may be, and without interest (other than any net after-Tax interest paid by the relevant Governmental Body with respect to such refund). The Payor, upon the request of the Payee, agrees to repay the amount paid over to the Payor (plus any penalties, interest or other charges imposed by the relevant Governmental Body) to the Payee if the Payee is required to repay such refund or reduction to such Governmental Body. If the Payor determines in good faith that a reasonable basis exists for contesting any Taxes for which a payment has been made hereunder, the Payee shall use its commercially reasonable efforts to co-operate with the Payor in challenging such Taxes at the Payor’s cost and expense if so requested by the Payor; provided that the Payee does not reasonably determine that such challenge could be prejudicial to it. This Section 9(e) shall not be construed to require the Payee to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the Payor or any other person, to arrange its affairs in any particular manner or to claim any available refund or reduction.

Tax Treaties. If the Payee is entitled to an exemption from or reduction of Taxes under the law of the jurisdiction in which a Payor is resident for tax purposes, or any treaty to which such jurisdiction is a party, with respect to any payments made in respect of this Agreement, the Payee shall, at the request of such Payor, deliver to such Payor, at the time or times prescribed by Applicable Law or reasonably requested by such Payor, such properly completed and executed documentation prescribed by Applicable Law (if any) as will permit such payments to be made without withholding or at a reduced rate of withholding Taxes. In addition, the Payee, if requested by a Payor, shall take commercially reasonable efforts to deliver such other documentation prescribed by Applicable Law (if any) or reasonably requested by such Payor as will enable such Payor to determine whether or not the Payee is subject to withholding or information reporting requirements. Notwithstanding the foregoing, the Payee shall not be required to deliver any documentation pursuant to this Section 9(f) that the Payee is not legally able to deliver.

Reporting Obligations

Reports. The Payors shall deliver or cause to be delivered to the Payee:

within 45 days after the end of each calendar quarter from and after the Execution Date, a Quarterly Report in respect of the Projects;

within 60 days after the end of each calendar year, an Annual Report; and

at least 15 days before the beginning of each calendar year, an Annual Forecast Report.

Geological Reports. Except if any of the Royalty Payor Entities is a reporting issuer and such materials are filed on SEDAR+ or EDGAR promptly after they become available, any such Royalty Payor Entities shall promptly deliver to the Payee a copy any technical reports prepared in accordance with National Instrument 43-101, similar disclosure or reporting

Financing Agreements Reports. The Payor shall promptly deliver to the Payee copies of any material notices and reports, including covenant compliance reports, delivered or received by the Payor or its Affiliates pursuant to or in respect of the Financing Agreements.

Exploration, Development and Mine Plans; Budgets. The Payors shall promptly deliver to the Payee a copy of the current exploration plan, development plan or mine plan, as applicable, and a current budget for the Projects and new copies thereof promptly upon any material amendments thereto.

Other Notices. The Payors shall deliver to the Payee:

promptly after any of the Payors have knowledge or becomes aware thereof, written notice of all material Legal Proceedings pending, threatened, against or directly affecting the Projects, including with respect to the ownership, use, maintenance and operation of the Projects, including those relating to Environmental Laws;

promptly after any of the Payors have knowledge or becomes aware thereof, written notice of any other condition or event which has resulted, or that could reasonably be expected to result, in a Material Adverse Effect; and

such other statements, lists of property and accounts, budgets, forecasts, projections, reports or other information respecting the Projects as the Payee may, from time to time, reasonably request.

Other Reporting and Related Obligations. The Royalty Payor Parties shall use commercially reasonable efforts to provide the Payee with any information it may reasonably require for its environmental, social and governance reporting requirements and practices, as reasonably requested by the Payee from time to time and subject to confidentiality, privilege and Applicable Law. The Royalty Payor Parties shall consider in good faith becoming a member of the World Gold Council and adopting the Responsible Gold Mining Principles, provided that the Parties agree that the adoption of the Responsible Gold Mining Principles and any undertakings specified therein shall be non-binding aspirations, not covenants as between the Parties.

Books and Records; Audits; Inspections

Books and Records. The Payors shall ensure that the Royalty Payor Entities each keep true, complete and accurate Records of all material operations and activities with respect to the Projects and the Property, including the exploration, mining, treatment, processing, refining, transportation and sale of Minerals and in which complete entries will be made,

Audits. Upon not less than 10 Business Days’ notice, the Payee and its authorized representatives shall be entitled, at the Payee’s own cost and expense, to perform audits or other reviews and examinations of the Records of the Royalty Payor Entities relevant to the payment of the Royalty pursuant to this Agreement and to otherwise confirm compliance by the Royalty Payor Entities with the terms of this Agreement. The Payors shall ensure that the Royalty Payor Entities each provide the Payee with complete access to all the Royalty Payor Entities’ Records with respect to the Projects and the Property at the Royalty Payor Entities’ offices during usual business hours. If any such audits reveal that credits/payments on account of the Royalty for any calendar year have been underpaid by more than 3.0%, the Payors shall reimburse the Payee for its reasonable, documented, out-of-pocket costs and expenses incurred in such audit; otherwise, each Party bears its own costs.

Inspections. At reasonable times and with the prior consent of the Payors (not to be unreasonably withheld or delayed), the Payee and its authorized representatives shall have a right of access to all surface and subsurface portions of the Property to any mill, smelter, concentrator or other processing facility owned or operated by any Royalty Payor Entity that is used to process Minerals and to any related operations of the Royalty Payor Entities for the purpose of enabling the Payee to monitor the development, mining, processing and infrastructure operations relating to the Projects and compliance by the Royalty Payor Entities with the terms of this Agreement and/or to comply with the obligations of the Payee or any of its Affiliates under National Instrument 43-101 (or any other Applicable Law), as determined by the Payee acting reasonably. The Payee and its authorized representatives shall have the further right to: (i) inspect and take copies of all Records, whether maintained physically or electronically, pertaining to the Projects, the Property, mill, smelter, concentrator, other processing facilities and related operations; (ii) take samples from the Property or any stockpile of Minerals, any mill, smelter, concentrator or other processing facility and any Third Party Payor for purposes of assay verification; and (iii) weigh, or to cause the Royalty Payor Entities to weigh, all trucks transporting Minerals from the Property to any mill, smelter, concentrator or other processing facility that is used to process Minerals prior to dumping of such ore and immediately following such dumping.

Investor Tours. Upon not less than 10 Business Days’ notice to the Payors, and up to two times in any calendar year, the Payee shall have the right to conduct an investors tour on the Property and any facilities associated therewith.

Technical Reports. If any Royalty Payor Entity prepares a technical or similar report under National Instrument 43-101 or similar disclosure or reporting requirements under Applicable Laws in respect of the Property, upon the request of the Payee, the Royalty Payor Entities shall use commercially reasonable efforts to have the author(s) of such report to provide, at the sole cost and expense of the Payee, (i) a copy of such report to be addressed to the Payee or any of its Affiliates, (ii) the relevant certificates and consents of the author(s) required in connection with the filing of and reference to such report to be provided to the Payee or any of its Affiliates, and (iii) such other consents in connection with the use of or reliance upon such report by the Payee or any of its Affiliates from time to time in its public disclosure as may be required by the Payee. Notwithstanding the foregoing, if the Payee or any of its Affiliates is required by Applicable Law to prepare a technical or similar report under National Instrument 43-101 (or any other Applicable Law)

Additional Requirements. Access to the Property and associated facilities pursuant to Sections 11(c), 11(d), 11(e) and 14(b) shall be subject to the following: (i) any such access shall be at the sole risk and expense of the Payee, its representatives and its invitees; (ii) any such access shall not unreasonably interfere with the Royalty Payor Entities’ activities and operations; (iii) the Payee shall comply, and request that its representatives and invitees comply, with the policies and procedures that the Royalty Payor Entities apply to their own representatives and invitees; (iv) the Payee shall give the relevant Royalty Payor Entities prompt notice of any injuries, property damage or environmental harm that may occur during such tour; and (v) the Payee shall indemnify the Royalty Payor Entities from any Losses (excluding loss of profit and consequential or punitive damages) suffered or incurred by any Royalty Payor Entity as a consequence of injury to the Payee, its representatives or its invitees incurred during such access, provided that the foregoing shall not apply to any Losses to the extent they arise primarily from the gross negligence or willful misconduct of any Royalty Payor Entity.

Maintenance of Existence and Property

Maintenance of Existence. The Payors shall at all times do or cause to be done all things necessary to maintain its corporate or other entity existence and to obtain and, once obtained, maintain all Authorizations necessary to carry on its business and own its assets in each jurisdiction in which it carries on business or in which its assets are located.

Maintenance of Property. The Payors shall at all times do or cause to be done all things necessary to maintain the Property in good standing, including paying or causing to be paid all Taxes owing in respect thereof, performing or causing to be performed all required exploration and development and other assessment work thereon, paying or causing to be paid all claim, permit and license maintenance fees in respect thereof, paying or causing to be paid all rents and other payments in respect of leased properties forming a part thereof and otherwise maintaining the Property in accordance with Applicable Laws and good industry practice in the United States.

Encumbrances. The Payors shall not grant, cause or allow to be registered or otherwise permit to exist any Encumbrance on the Property other than Permitted Encumbrances. If at any time following the Execution Date, there exists Encumbrances on the Property recorded prior to the Royalty Deed, other than Permitted Encumbrances, the Royalty Payor Parties shall promptly notify the Payee and arrange for the discharge of such Encumbrances, including paying such liabilites, or deliver to the Payee a No Interest Letter in respect thereof.

No Interest Letter. Upon any Royalty Payor Entity entering into any Material Indebtedness or upon any Transfer by any Royalty Payor Entity in accordance with Section 21(a) to a transferee that has any Material Indebtedness, the applicable Royalty Payor Entities shall cause the lender(s) or other applicable counterparty(ies) to deliver to the Payee a No Interest Letter.

Abandonment. The Payors shall not abandon any licenses, patented or unpatented claims comprising part of the Property or any other interest in the Property unless it first complies with this Section 12(e) (provided that in the case of leased properties, the Payors shall only be required to comply with this Section 12(e) to the extent permitted under the applicable lease or sublease). If the Payors wish to abandon any of the material licenses, patented or unpatented claims comprising part of the Property or any other interest in the Property (“Abandonment Property”), the Payors shall first give notice of such intention to the Payee at least 45 days in advance of the proposed date of abandonment. If, not less than 20 days before the proposed date of abandonment, the Payors receive from the Payee written notice that the Payee wishes to acquire the Abandonment Property, the Payors shall convey the Abandonment Property on an as is where is basis and without any representations, warranties or covenants, for nominal consideration to the Payee or an assignee thereof, but subject to third-party consents as required by Applicable Law and contract, and the Payors shall thereafter have no further obligation to maintain title to the Abandonment Property. If the Payee does not give such notice to the Payors within the prescribed period of time, the Payors may abandon the Abandonment Property and shall thereafter have no further obligation to maintain title to the Abandonment Property; provided, however, that if any Royalty Payor Entity reacquires a direct or indirect interest in any of the Abandonment Property at any time following such abandonment, the production of Minerals from such property shall be subject to the Royalty and this Agreement. The Payors shall give prompt written notice to the Payee of any such reacquisition.

Tailings Facilities Standards. The Royalty Payor Entities shall ensure all tailings and waste rock storage facilities for any Project are built, maintained and monitored in accordance with the Tailings Facilities Standards.

Title Opinions. If at any time, and from time to time, any Royalty Payor Entity prepares, or causes to be prepared, any title opinion or report in respect of all or any portion of the Property, the Payors shall promptly deliver a copy of such opinion or report to the Payee.

Right of Payee to Cure Defects. At any time, and from time to time, the Payee may undertake such investigation of the title and status of the Property as it shall deem necessary. If that investigation should reveal defects in the title, other than defects in title that have been disclosed to the Payors in a title opinion delivered on the Closing Date, the Payors shall forthwith proceed to cure such title defects to the satisfaction of the Payee. If the Payor fails to do so, the Payee may proceed to cure such title defects, any costs and expenses incurred (including reasonable attorney’s fees and costs) by the Payee shall be promptly reimbursed by the Payor, and the Payee may lien the Property for such amounts until the Payor reimburses the Payee in full.

Tailings Facilities Review. Following the Closing Date, at least once every two calendar years, the Payors shall engage one or more qualified engineering firms or review board, which are internationally recognized for their expertise in assessing tailings and waste rock storage facilities, and which are independent (as determined in a manner consistent with internationally accepted practices in the mining industry) of the Payors and the engineer of record (“Tailings Facilities Reviewers”), to conduct a review and evaluation of the tailings and waste rock storage facilities at the Projects to evaluate whether such tailings and waste rock storage facilities have been built, maintained and monitored materially in accordance with international standards such as the Tailings Facilities Standards, United States Federal Emergency Management Agency Federal Guidelines for Dam Safety, ANCOLD or ICOLD standards, best industry practices and/or other standards at least as rigorous as the

Water Rights Adequacy and Compliance. The Payors shall ensure that each Royalty Payor Entity maintains compliance with all Nevada Division of Water Resources orders and rules applicable to the Diamond Valley Critical Management Area, including Order 1302 and the adopted Groundwater Management Plan. The Payors shall ensure that each Royalty Payor Entity maintains adequate rights for all operations (including any anticipated expansions) for all uses necessary to mining including but not limited to dewatering and any perpetual consumptive use associated with pit lake evaporation consistent with Nevada Division of Water Resources requirements.

Management of Mining Operations

Operational Decisions. Subject to the provisions of this Section 13, all decisions concerning methods, the extent, times, procedures and techniques of any exploration, construction, development and mining operations related to the Property shall be made by the Payors in their sole and absolute discretion.

Performance of Mining Operations. The Payors shall ensure that all exploration, construction, development and mining operations and other activities in respect of the Property will be performed in a commercially reasonable manner in compliance with Applicable Laws, Authorizations and Other Rights, and in accordance with good mining, processing, engineering, safety, environmental, community and, where relevant, federally recognized Indian lands practices prevailing in the industry, including compliance with the United States Federal Emergency Management Agency Federal Guidelines for Dam Safety with respect to tailings and water management and storage and on the same basis as if the Payors retained full economic interest in the Minerals. The Payors shall use all commercially reasonable and lawful efforts to obtain and, once obtained, maintain all Authorizations necessary to commence and continue exploration, development and mining operations on the Property. The Payors shall use all commercially reasonable efforts to ensure that all Minerals from the Property will be processed in a prompt and timely manner.

Maintenance of Mining Rights. The Payors shall use all commercially reasonable and lawful efforts to maintain and apply for and obtain any and all available renewals and extensions of the Property, Authorizations, Other Rights and any and all other necessary rights in respect of the Projects and the Property and, other than as expressly permitted by this Agreement, not abandon any Project and the Property (including Utility Commitments) or allow or permit any of the Property, Authorizations, Other Rights or such other necessary rights referred to above to terminate or lapse.

Compliance with Applicable Laws. The Payors shall comply, and shall cause all operations and activities conducted at, on or in respect of the Projects and the Property to comply, with all Applicable Laws, all Authorizations and the terms and conditions of Other Rights.

Reclamation Obligations. The Payors shall timely and fully perform, pay and observe, or cause to be performed, observed and paid, any and all liabilities and obligations required by any Applicable Laws, Authorizations or the terms and conditions of Other Rights or by any Governmental Body for the reclamation, restoration or closure of any facility or land used in connection with the Royalty Payor Entities’ operations or activities at, on or in respect of the Projects or the Property or required under this Agreement. The Payors shall not undertake, cause, suffer or permit any condition or activity at, on or in the vicinity of the Property which constitutes or results in a violation of Environmental Laws. If any Royalty Payor Entity (i) fails to comply with Environmental Laws or (ii) undertakes any activity giving rise to liability under Environmental Laws (except as permitted or authorized by any Authorization or by Applicable Law), the Payors shall promptly remedy and correct such failure to comply, satisfy such liability and otherwise take all necessary or desirable action to cure (whether through remediation, payment of penalties or otherwise) such non-compliance or liability and satisfy all obligations in connection therewith.

Stockpiling off Property. The Royalty Payor Entities may temporarily stockpile, store or place Minerals off the Property provided that the Payors shall at all times do or cause to be done all things necessary to ensure that:

such Minerals are appropriately identified as to ownership and origin;

such Minerals are reasonably secured from loss, theft, tampering and contamination;

prior to stockpiling, storing or placing such Minerals off the Property, the applicable Royalty Payor Entities shall have entered into and duly recorded a written agreement in recordable form with the property owner where such stockpiling, storage or placement is to occur providing, among other things, that: (A) the Payee’s rights in and to such Minerals pursuant to the Royalty and this Agreement, insofar as they are applicable, shall continue in full force and effect notwithstanding their removal from the Property; (B) the Payee’s rights in and to such Minerals shall be the same as if the Minerals had never been removed from the Property; (C) the Payee’s rights in and to such Minerals shall have precedence over the rights to the Minerals of said property owner, as well as the creditors of said property owner; (D) the agreement shall be irrevocable as long as the Minerals, or any part thereof, remain on said property; (E) the Payee shall have substantially similar access rights to said property as provided for in respect of the Property under this Agreement; and (F) the Payee’s rights in and to the Minerals pursuant to the Royalty and this Agreement shall otherwise be preserved; and

a security interest in such Minerals shall have been granted to the Payee and recorded, in form and substance satisfactory to the Payee.

Commingling. The Payors shall ensure that the Royalty Payor Entities do not process other minerals which are not Minerals through their processing plants, or commingle such other minerals with, Minerals mined, produced, extracted or otherwise recovered from the Property, unless: (i) the applicable Royalty Payor Entity has adopted and employs reasonable practices and procedures for weighing, determining moisture content, sampling and assaying and determining recovery factors (a “Commingling Plan”), such Commingling Plan to ensure the division of other minerals and Minerals for the purpose

Waste Materials. All tailings, residues, waste rock, spoiled leach materials and other waste materials (collectively, “Waste Materials”) resulting from the Royalty Payor Entities’ operations and activities at and on the Property shall be the sole property of the Royalty Payor Entities, but shall remain subject to the Royalty should the same be processed or reprocessed, as the case may be, in the future and result in the production of Minerals. Notwithstanding the foregoing, the Royalty Payor Entities shall have the right to dispose of Waste Materials from the Property on or off of the Property and to commingle the same with Waste Materials from other properties (provided in any case that any sale of Waste Materials shall be subject to the Royalty). In the event Waste Materials from the Property are processed or reprocessed, as the case may be, the Royalty payable thereon shall be determined using the best engineering and technical practices then available.

Environmental and Social Initiatives. From and after the Closing Date, the Payee hereby agrees to contribute to the environmental and social (“E&S”) initiatives in the vicinity of the Projects as follows:

subject to Section 13(i)(ii), for a period of three years after the Closing Date, the Payee agrees to invest up to an aggregate of $150,000 (inclusive of any Taxes) per year, in one or more of the Payors’ E&S initiatives, which have been approved by the Payee, in its sole discretion;

the Payors hereby agree to match or surpass the Payee’s funding for each E&S project that receives funding from the Payee pursuant to Section 13(i)(i); and

all such E&S projects will be identified and managed by the Payors.

Right of First Offer

Insurance Matters

Maintenance of Insurance. The Payors shall ensure that insurance is maintained with reputable insurance companies with respect to the Projects and the Property and the operations conducted at, on and in respect thereof against such casualties and contingencies and of such types and in such amounts as is customary in the case of similar operations in the United States. Without limiting the foregoing, such insurance shall include workers compensation insurance in amounts required by Applicable Laws, and commercial general liability insurance in such amounts as will, in the Payors’ reasonable judgment, adequately protect the Royalty Payor Entities, the Payee, the Royalty and the Property from any Losses which may reasonably be expected to arise with respect to this Agreement, the Projects or the Property and that can be covered by commercial general liability insurance.

Shipment of Minerals. The Payors shall ensure that each shipment of Minerals is adequately insured in such amounts and with such coverage as is customary in the mining industry, until the time that lisk of loss and damage for such Minerals is transferred to the Third Party Payor.

Loss Payee. The Payors shall cause the Payee to be named a loss payee (as its interests may appear) on all insurance policies of the Royalty Payor Entities covering loss of or damage relating to the Projects, the Property or the Minerals.

Notice of Loss or Damage. The Payors shall promptly provide the Payee with written notice of any material loss or damage suffered to the Projects, the Property or any Minerals and whether any Royalty Payor Entity plans to make any insurance claim.

Representations and Warranties of the Payee

Representations and Warranties of the Royalty Payor Parties

Indemnities

any breach or inaccuracy of any representation or warranty of the Royalty Payor Parties contained in this Agreement, including the representations and warranties set forth in Schedule D, or in any document, instrument or agreement delivered pursuant hereto or thereto;

any breach, including breach due to non-performance, by any of the Payors of any covenant or agreement to be performed by such Payors contained in this Agreement or in any document, instrument or agreement delivered pursuant hereto or thereto;

claims brought by Third Parties in respect of or arising from the exploration, development or operation of the Projects;

the failure of any of the Royalty Payor Entities to comply with any Applicable Law, including any Applicable Law relating to environmental matters and reclamation obligations, with respect to the Projects or the Property;

the physical environmental condition of the Projects or the Property and matters of health and safety related thereto or any action or claim brought with respect thereto (including conditions arising before the Effective Date); and

save and except for matters specifically disclosed in the Payors’ Disclosure Letter, any actual or threatened withdrawal by any Governmental Body of any Authorization under Environmental Laws which is necessary for the construction or operation of the Projects, or any actual or threatened challenge by any Person to any Authorization under Environmental Laws which is necessary for the development or operation of the Projects,

Indemnification Procedures

Indemnification Claims. As soon as reasonably practicable after an Indemnitee becomes aware of any claim that it has under this Agreement that could reasonably be expected to result in an indemnifiable Loss (an “Indemnification Claim”), and in any event within 15 Business Days of any Third Party Claim being presented in writing to the Indemnitee by the party making such Third Party Claim, the Indemnitee shall give written notice (a “Claim Notice”) to the Indemnitor of the Indemnification Claim; provided, however, that the failure or delay to so notify the Indemnitor will not relieve the Indemnitor of any obligation or liability that the Indemnitor may have to the Indemnitee, except to the extent that the Indemnitor demonstrates that the Indemnitor’s ability to defend or resolve such Third Party Claim is materially prejudiced. A Claim Notice must describe the Indemnification Claim in reasonable detail and indicate the amount (estimated in good faith, as necessary and to the extent feasible) of the Loss that has been or may be suffered by the Indemnitee; provided, however, that any deficiencies in the Claim Notice will not limit the Indemnification Claim. The Indemnitor shall respond to the Indemnitee (the “Claim Response”) within 45 days (the “Response Period”) after the date that the Claim Notice is received by the Indemnitor. Any Claim Response must specify whether the Indemnitor disputes the Indemnification Claim described in the Claim Notice. If the Indemnitor fails to deliver a Claim Response within the Response Period, then the Indemnitor will be deemed not to dispute the Indemnification Claim described in the Claim Notice.

Defense of Third Party Claims. Except as set forth in Section 19(c), the Indemnitor has the right to assume and conduct the defense of a Third Party Claim (at the Indemnitor’s sole expenses) with counsel selected by the Indemnitor and reasonably acceptable to the Indemnitee, which right shall be exercisable by indicating the assumption and conduct of the defense of the Third Party Claim in writing in the Claim Response. If the Indemnitor has assumed such defense as provided in this Section 19(b), then the Indemnitor will not be liable for any legal expenses subsequently incurred by any Indemnitee in connection with the defense of the Third Party Claim so long as the Indemnitor actively, diligently, and in good faith defends the Third Party Claim. If the Indemnitor does not assume the defense of any Third Party Claim in accordance with this Section 19(b), then the Indemnitee may continue to defend such claim at the sole cost of the Indemnitor (subject to the limitations set forth in this Section 19) at reasonable, market rates and without duplication of effort, provided that the Indemnitor shall not be responsible for fees and expenses (i) that are excessive, duplicative, or not reasonably necessary to the defense, or (ii) of more than one law firm as lead counsel (plus local counsel where reasonably necessary) for all Indemnitees collectively and the Indemnitor may still participate in, but not control, the defense of the Third Party Claim at the Indemnitor’s sole cost and expense, subject to the same reasonableness limitations.

Limitations on Defense of Third Party Claims. If the named parties to a Third Party Claim include both the Indemnitor and the Indemnitee and the Indemnitee has been advised in writing by counsel that there could be a material conflict of interest in the case of joint representation or that there may be a legal defense available to the Indemnitee that is different (in a non de minimis way) from those available to the Indemnitor, then the Indemnitee shall be entitled to separate counsel of the Indemnitee’s own choosing at the Indemnitor’s expense, subject to the limitations in Section 19(b) regarding reasonable, non-duplicative fees and to a cap of one law firm (plus local counsel where reasonably necessary) for all Indemnitees collectively. The Indemnitor shall not be permitted to

Cooperation Related to Third Party Claims. Indemnitor shall keep the Indemnitee informed as to the status of any Third Party Claim, including all settlement negotiations and offers, subject to preservation of all applicable privileges and protections (including the attorney-client privilege and work product doctrine). Each Indemnitee shall use commercially reasonable efforts to make available to the Indemnitor and its representatives all books, records and personnel of the Indemnitee relating to a Third Party Claim and shall reasonably cooperate with the Indemnitor in the defense of the Third Party Claim provided that (i) no party shall be required to waive any privilege or disclose information the disclosure of which would reasonably be expected to result in a loss of privilege or violation of law, and (ii) the parties agree to use commercially reasonable efforts to enter into a common interest or joint defense agreement to preserve privilege.

Resolution of Third Party Claim. The Indemnitee may not consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, without the prior written consent of the Indemnitor, which shall not be unreasonably withheld, conditioned or delayed. The Indemnitee shall not be obligated to consent to any settlement or judgment: (a) if the settlement or judgment provides for injunctive or other nonmonetary relief affecting the Indemnitee; (b) unless the settlement or judgment includes an unconditional release from all liability with respect to the Third Party Claim or litigation; or (c) if the settlement or judgment involves a finding or admission of any violation of law or the rights of any Person or has an effect on any other claims that may be made against the Indemnitee. Notwithstanding the foregoing, the Indemnitor may, without the prior consent of the Indemnitee, settle any Third Party Claim that (i) involves only the payment of monetary damages (all of which shall be paid by or on behalf of the Indemnitor), (ii) provides for an unconditional release of the Indemnitee from all liability with respect to such claim, and (iii) does not include any admission of wrongdoing by the Indemnitee.

Applicability. This Section 19 applies to all indemnification and defense obligations under this Agreement and, except with respect to Third Party Claims, is subject to all limitations, exclusions, caps, baskets, survival periods, and other indemnity parameters set forth in this Agreement. The Indemnitee shall use commercially reasonable efforts to mitigate any Losses subject to indemnification; provided that failure to mitigate shall reduce the Indemnitor’s liability only to the extent of the Losses that would have been avoided by such mitigation. The Indemnitor’s payment or advancement of defense costs shall be without prejudice to its rights to dispute indemnification and to seek reimbursement if it is ultimately determined that the Indemnitee was not entitled to indemnification. In no event shall the Indemnitor be liable for punitive, exemplary, or special damages, except to the extent such damages are actually awarded and payable to a third party in connection with a Third Party Claim.

Term

The term of this Agreement shall commence on the Effective Date and shall be perpetual.

Restricted Transfer Rights of the Royalty Payor Entities

Prohibited Transfers. The Royalty Payor Entities may not Transfer, in whole or in part, their rights and obligations under this Agreement or all or any portion of the Property unless the transferee has first (i) entered into a written assumption and confirmation agreement, in form and substance satisfactory to the Payee, whereby such proposed transferee confirms and acknowledges the original grant of the Royalty and that the Royalty constitutes, and was intended at the time of the original grant to constitute, a real property interest that runs with land, and agrees for the benefit of the Payee to assume all of the obligations and liabilities of the Payors under this Agreement with respect to the interest assigned, which arise or accrue on or after the effective date of the Transfer, and (ii) delivered to the Payee, a No Interest Letter signed by each applicable lender or other applicable counterparty in accordance with Section 12(d).

Effect of Prohibited Transfer. Any Transfer made in violation of this Section 21 shall be null and void and of no force or effect whatsoever.

Transfer Rights of the Payee

Transfers. The Payee shall have the right to Transfer, in whole or in part, its rights and obligations under this Agreement to any Person other than those Persons described in Section 22(c), without the consent of the Payors, upon the delivery of notice of such Transfer to the Payors; provided, however, that if such transferee is a “foreign person” (as such term is defined under United States Internal Revenue Code of 1986, as amended) and such Transfer results in an increase in any Taxes applicable under Section 9(b), the Payee shall be responsible for and indemnify the Payors for any such increased Taxes that result from such Transfer. In such a case, provided that such Person has first entered into an agreement, in form and substance satisfactory to the Payors agreeing to be bound by this Agreement, the Payee shall be released from such Transferred obligations under this Agreement.

Encumbrances. Notwithstanding anything in this Agreement, the Payee shall have the right to Transfer by way of Encumbrance, in whole or in part, its rights and obligations under this Agreement to one or more lenders providing financing to the Payee or any of its Affiliates without notice to, or the consent of, the Payors. If such transferee enforces such Encumbrance, it will provide notice to the Payors and upon delivery of such notice, which notice shall confirm that such transferee agrees to be bound by such transferred obligations under this Agreement, such transferee shall become a party to this Agreement with all of the rights and obligations of the Payee.

Transfers Requiring Approval. Without the Payor’s consent, which shall not be unreasonably withheld, conditioned or delayed, the Payee may not Transfer, in whole or in part, its rights and obligations under this Agreement to any Person who is directly or indirectly engaged in the production of precious metals, including gold and silver, in Nevada. Any purported Transfer in breach of this Section shall be void and of no effect. Upon the Payors’ consent, provided that such Person has first entered into an agreement, in form and substance satisfactory to the Payors agreeing to be bound by this Agreement, the Payee shall be released from such Transferred obligations under this Agreement.

Governing Law

This Agreement shall be governed by and construed and enforced in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to its conflicts or choice of law provisions, provided that the state and federal laws applicable to real property located in the State of Nevada shall apply in respect of any real property matters.

Each of the Parties irrevocably submits to the personal jurisdiction over said Party by the courts located in Toronto, Ontario solely for (i) applications for interim or conservatory relief as permitted by Section 24(c), (ii) proceedings to recognize, confirm, enforce, or challenge an arbitral award, and (iii) any other court proceeding expressly contemplated by Section 24, and waive any objection as to venue or forum non conveniens. The Parties waive trial by jury in any such proceeding.

Disputes, Judicial Proceedings and Arbitration

Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or validity thereof (a “Dispute”) may be referred, upon written notice (a “Dispute Notice”), by any Party to the chief executive officer of each of Payors and the Payee for prompt resolution. If the Dispute cannot be resolved by the chief executive officers within 30 days of delivery of the Dispute Notice, any Party may seek relief through judicial proceedings for specific performance and injunctive relief as provided herein, subject to a stay of any further judicial proceedings pending completion of arbitration. For the purposes of this Section 24, the Payors and the Payor Parent act as one Party.

Subject to Section 24(c), any Party may refer a Dispute that has not been resolved by the chief executive officers in accordance with Section 24(a) to binding arbitration in accordance with the Arbitration Rules (the “Rules”) of the ADR Institute of Canada, Inc. (the “ADRIC”) but, subject to the agreement of both Parties, the ADRIC is not required to administer the arbitration (the “Arbitration”). Unless otherwise agreed to in writing by the Parties:

If an arbitration is in respect of a claim solely for damages for less than or equal to $1,000,000, it shall be conducted before one arbitrator. Otherwise, the Arbitration shall be heard and determined by three arbitrators. The arbitrator or arbitrators, as the case may be, shall be retired judges or senior legal practitioners with significant experience in commercial disputes and shall be appointed in the following manner:

if the Arbitration shall be conducted before a panel of one arbitrator, the Parties shall mutually agree upon the arbitrator. If the Parties are unable to agree upon an arbitrator within 10 days of the referral to Arbitration, the arbitrator shall be appointed in accordance with the Rules and the Arbitration shall proceed thereafter as an administered arbitration under the auspices of the ADRIC; and

If the Arbitration shall be conducted before a panel of three arbitrators, the Parties shall each appoint one arbitrator within 10 days of the referral to Arbitration. The third arbitrator, who shall chair the arbitration panel, shall be jointly appointed by the two arbitrators selected by the Parties within 10 days of their appointment.

The Arbitration shall take place in Toronto, Ontario.

The Arbitration shall be conducted in English.

Subject to Article 34 of Schedule 2 to the International Commercial Arbitration Act, 2017 (Ontario), all decisions of the Arbitration panel will be final and binding on the Parties and are not subject to appeal.

Except as may be required by Applicable Law, neither a Party nor an arbitrator may disclose the existence, content or results of any Arbitration (other than to legal counsel and, where necessary financial advisors and lenders) without the prior written consent of the other Parties.

The arbitrator(s) shall award to the prevailing party, if any, as determined by the arbitrators, all of the prevailing party reasonable pre-award expenses of the arbitration, including the arbitrators’ fees, administrative fees, travel expenses, out-of-pocket expenses (such as copying and telephone expenses), court costs, witness fees, and attorneys’ fees. If the arbitrator(s) determine there is no prevailing party, each party to the arbitration shall bear its own pre-award expenses, including travel expenses, out-of-pocket expenses (such as copying and telephone expenses), court costs, witness fees, and attorneys’ fees, and an equal share of the arbitrators’ and administrative fees of arbitration.

The Parties may not commence legal proceedings in any court in connection with a Dispute with the exception that a party may, in its sole discretion, apply at any time to a court of competent jurisdiction for interlocutory relief or to enforce an interim or final decision, order or award from an Arbitration. If injunctive relief for specific performance is sought from a court of competent jurisdiction, the Parties agree to request the court stay further proceedings pending completion of Arbitration.

Notices

Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be sent or delivered to the respective Parties at their respective addresses or e-mail addresses set forth below (or at or to such other address or e-mail address as shall be designated by any Party in a written notice to the other Parties):

Any notice and communications shall be effective:

if delivered by hand, sent by certified or registered mail or sent by an overnight courier service, when received; and, provided that if such date is a day other than a Business Day, then such notice shall be deemed to have been given and received on the first Business Day, following the date of such delivery; and

if sent by e-mail transmission and successfully transmitted before 5:00 p.m. on a Business Day, then on that Business Day, and if transmitted after 5 :00 p.m. on that day or on a day that is not a Business Day, then on the first Business Day, following the date of transmission.

General Provisions

Further Assurances. Each Party shall execute all such further instruments and documents and shall take all such further actions as may be necessary to effect the transactions contemplated herein, in each case at the cost and expense of the party requesting such further instrument, document or action, unless expressly indicated otherwise.

Obligations of Royalty Payor Entities. The Payors agrees to take all action necessary to cause each and every other Royalty Payor Entity to observe, comply with and perform its covenants and obligations in this Agreement. To the extent that any covenants or obligations in this Agreement are stated to be covenants or obligations of the Royalty Payor

Confidentiality. The Payee shall not, without the express written consent of the Payors, which consent shall not be unreasonably withheld, disclose any data or information concerning the operations of the Royalty Payor Entities obtained in connection with this Agreement which is not already in the public domain (the “Confidential Information”); provided, however, the Payee may disclose Confidential Information without the consent of the Payors:

if required by Applicable Law or requested by a Governmental Body having jurisdiction over the Payee or its Affiliates;

to the Payee’s Affiliates and to any representatives, consultants or advisers of the Payee or its Affiliates for the purpose of providing services to the Payee or its Affiliates; and

to any Person to whom the Payee, in good faith, anticipates Transferring an interest in this Agreement as contemplated by Section 22 and such Person’s Affiliates and the representatives, consultants and advisers of such Person or its Affiliates.

No Partnership. Except with respect to the Royalty, for which the Payors shall have fiduciary duties to the Payee, nothing herein shall be construed to create, expressly or by implication, a joint venture, agency relationship, fiduciary relationship, mining partnership, commercial partnership or other partnership relationship between the Parties.

Severability. If any provision of this Agreement is wholly or partially invalid, this Agreement shall be interpreted as if the invalid provision had not been a part hereof so that the invalidity shall not affect the validity of the remainder of this Agreement which shall be construed as if this Agreement had been executed without the invalid portion.

Rule Against Perpetuities. The Parties recognize and acknowledge that Nevada courts have determined that the rule against perpetuities does not apply to commercial transactions such as the one set forth under this Agreement and the Parties agree that it is their intention that the rule not apply with respect to this Agreement and shall not be raised as a basis to modify or invalidate any provision of this Agreement. If, notwithstanding this provision, an arbitrator, court or tribunal of competent jurisdiction determines that the term

Entire Agreement. This Agreement constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior agreements, negotiations, discussions and understandings, written or oral, among the Parties.

Amendments. This Agreement may not be changed, amended or modified in any manner, except pursuant to an instrument in writing signed on behalf of each of the Parties.

Waiver. The failure by any Party to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision unless such waiver is acknowledged in writing, nor shall such failure affect the validity of this Agreement or any part thereof or the right of a Party to enforce each and every provision. No waiver of a breach of this Agreement shall be held to be a waiver of any other or subsequent breach.

Specific Performance and Injunctive Relief. The Payors acknowledge that any breach of this Agreement may cause the Payee irreparable harm for which damages are not an adequate remedy. The Payors agree that, in the event of any such breach, in addition to other remedies at law or in equity that the Payee may have, the Payee shall be entitled to seek specific performance and shall be entitled to affirmative and immediate injunctive relief to require ongoing specific performance of Payors’ obligations set forth herein.

Cumulative Performance. The rights and remedies of the Payee under this Agreement are cumulative and are in addition to and not in substitution for any rights or remedies provided by Applicable Law.

No Third-Party Beneficiaries. This Agreement is intended for the benefit of the Parties and their respective successors and permitted assigns and, except for the indemnified Persons referred to in Section 18, is not for the benefit of, nor may any provision in this Agreement be enforced by, any other Person. With respect to any indemnified Person who is not a party to this Agreement, the Payee, shall obtain and hold the rights and benefits of Section 18 in trust for and on behalf of such indemnified Person.

Costs and Expenses. Each of the Parties shall be responsible for paying all costs and expenses incurred by them, respectively, in connection with the negotiation and preparation of this Agreement.

Counterparts. This Agreement may be executed in one or more counterparts and by the Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier or electronic format shall be effective as delivery of a manually executed counterpart of this Agreement.

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