Common use of Fees and Expenses Following Termination Clause in Contracts

Fees and Expenses Following Termination. (a) In the event that: (x) this Agreement is terminated by the Company pursuant to Section 8.4(a) (in which case the payment described below will be made or caused by the Company to be made concurrently with and will be a condition to such termination provided that Parent shall have provided wiring instructions for such payment or, if not, then such payment will be paid promptly following delivery of such instructions) or by Parent pursuant to Section 8.3(a) (in which case the payment described below will be made by the Company or caused by the Company to be made within three Business Days following such termination provided that Parent shall have provided wiring instructions for such payment or, if not, then such payment will be paid promptly following delivery of such instructions), or (y) if (A) (I) after the date of this Agreement and prior to the Company Stockholders Meeting there will have been publicly disclosed (and not subsequently withdrawn) an Acquisition Proposal, and this Agreement is terminated by the Company or Parent pursuant to Section 8.2(b), or (II) after the date of this Agreement and prior to termination by Parent pursuant to Section 8.3(b) there will have been publicly disclosed (and not subsequently withdrawn) an Acquisition Proposal, and this Agreement is terminated by Parent pursuant to Section 8.3(b), and (B) at any time on or prior to the 12 month anniversary of such termination, the Company or any of the Company Subsidiaries enters into a definitive agreement providing for any Acquisition Proposal or the transactions contemplated by any Acquisition Proposal are consummated (in which casethe payment described below will be made by the Company or caused by the Company to be made within five Business Days following the date on which the Company consummates such Acquisition Proposal provided that Parent shall have provided wiring instructions for such payment or, if not, then such payment will be paid promptly following delivery of such instructions), then the Company will pay, or cause to be paid, to Parent or its designee by wire transfer of immediately available funds an amount equal to $102,000,000 (the “Company Termination Fee”). For purposes of the foregoing clause (y)(B), references in the definition of the term “Acquisition Proposal” to the figure “20%” will be deemed to be replaced by “more than 50%” .

Fees and Expenses Following Termination. (a) In If this Agreement is terminated by Royal Gold pursuant to Section 6.03(a) or Section 6.03(b), or by the event that: Company pursuant to Section 6.04(a), then the Company shall pay to Royal Gold (xby wire transfer of immediately available funds) a fee in an amount equal to the Termination Fee, as the sole and exclusive remedy for any such termination, within (i) two (2) Business Days after such termination (in the case of a termination in accordance with Section 6.03(a) or Section 6.03(b)) and (ii) at or prior to such termination (in the case of a termination in accordance with Section 6.04(a)). (b) If (i) this Agreement is terminated by either Royal Gold or the Company pursuant to Section 8.4(a6.02(a) (in which case the payment described below will be made or caused by the Company to be made concurrently with and will be a condition to such termination provided that Parent the Requisite Company Vote shall not have provided wiring instructions for such payment or, if not, then such payment will be paid promptly following delivery of such instructions) or by Parent pursuant to Section 8.3(a) (in which case the payment described below will be made by the Company or caused by the Company to be made within three Business Days following such termination provided that Parent shall have provided wiring instructions for such payment or, if not, then such payment will be paid promptly following delivery of such instructions), or (y) if (A) (I) after the date of this Agreement and prior to been obtained at the Company Stockholders Meeting there will (including any adjournment or postponement thereof) and, prior to such termination, an Alternative Proposal shall have been publicly disclosed (and not subsequently withdrawn) an Acquisition Proposal, and this Agreement is terminated by or otherwise made or communicated to the Company or Parent pursuant to Section 8.2(b)the Company Board, or and not withdrawn, and (IIii) after within twelve (12) months following the date of such termination of this Agreement and prior to termination by Parent pursuant to Section 8.3(b) there will have been publicly disclosed (and not subsequently withdrawn) an Acquisition Proposal, and this Agreement is terminated by Parent pursuant to Section 8.3(b), and (B) at any time on or prior to the 12 month anniversary of such termination, the Company or any of the Company Subsidiaries enters shall have entered into a definitive agreement providing for with respect to such Alternative Proposal, or such Alternative Proposal shall have been consummated, then in any Acquisition Proposal or the transactions contemplated by any Acquisition Proposal are consummated (in which casethe payment described below will be made by such event the Company or caused by the Company shall pay to be made within five Business Days following the date on which the Company consummates such Acquisition Proposal provided that Parent shall have provided wiring instructions for such payment or, if not, then such payment will be paid promptly following delivery of such instructions), then the Company will pay, or cause to be paid, to Parent or its designee Royal Gold (by wire transfer of immediately available funds funds), immediately prior to and as a condition to consummating such transaction, the Termination Fee as the sole and exclusive remedy for such termination. If a Person (other than Royal Gold) makes an amount equal Alternative Proposal that has been publicly disclosed and subsequently withdrawn prior to $102,000,000 such termination and, within twelve (12) months following the “Company Termination Fee”). For purposes date of the foregoing clause (y)(B)termination of this Agreement, references in the definition such Person or any of the term “Acquisition Proposal” to the figure “20%” will its Affiliates makes an Alternative Proposal that is publicly disclosed, such initial Alternative Proposal shall be deemed to have been “not withdrawn” for purposes of this paragraph (d). 18 Execution Version (c) The Company acknowledges and hereby agrees that the provisions of this Section 6.06 are an integral part of the transactions contemplated by this Agreement (including the Transaction), and that, without such provisions, Royal Gold would not have entered into this Agreement. If the Company shall fail to pay in a timely manner the amounts due pursuant to this Section 6.06, and, in order to obtain such payment, Royal Gold makes a claim against the Company that results in a judgment against the Company, the Company shall pay to Royal Gold the reasonable costs and expenses of Royal Gold (including its reasonable attorneys’ fees and expenses) incurred or accrued in connection with such suit, together with interest on the amounts set forth in this Section 6.06 at the prime lending rate prevailing during such period as published in The Wall Street Journal. Any interest payable hereunder shall be replaced by “calculated on a daily basis from the date such amounts were required to be paid until (but excluding) the date of actual payment, and on the basis of a 360-day year. The parties acknowledge and agree that in no event shall the Company be obligated to pay the Termination Fee on more than 50%” .one occasion. (d) Except as expressly set forth in this Section 6.06, all Expenses incurred in connection with this Agreement and the Transactions will be paid by the party incurring such Expenses. Section 6.07

Fees and Expenses Following Termination. (a) In the event that: (x) If this Agreement is terminated (a) by the Company Seller pursuant to Section 8.4(a9.1(b)(i) or (b) by the Buyer for any reason not set forth in which Section 9.1, then in either such case the payment described below will be made or caused by the Company to be made concurrently with and will be a condition to such termination provided that Parent shall have provided wiring instructions for such payment orBuyer shall, if not, then such payment will be paid promptly following delivery of such instructions) or by Parent pursuant to Section 8.3(a) (in which case the payment described below will be made by the Company or caused by the Company to be made within three (3) Business Days following such termination provided that Parent shall have provided wiring instructions for such payment or, if not, then such payment will be paid promptly following delivery of such instructions), or (y) if (A) (I) after the date of this Agreement and prior to the Company Stockholders Meeting there will have been publicly disclosed (and not subsequently withdrawn) an Acquisition Proposal, and this Agreement is terminated by the Company or Parent pursuant to Section 8.2(b), or (II) after the date of this Agreement and prior to termination by Parent pursuant to Section 8.3(b) there will have been publicly disclosed (and not subsequently withdrawn) an Acquisition Proposal, and this Agreement is terminated by Parent pursuant to Section 8.3(b), and (B) at any time on or prior to the 12 month anniversary of such termination, pay to the Company or any of Seller the Company Subsidiaries enters into a definitive agreement providing for any Acquisition Proposal or the transactions contemplated by any Acquisition Proposal are consummated (in which casethe payment described below will be made by the Company or caused by the Company to be made within five Business Days following the date on which the Company consummates such Acquisition Proposal provided that Parent shall have provided wiring instructions for such payment or, if not, then such payment will be paid promptly following delivery of such instructions), then the Company will pay, or cause to be paid, to Parent or its designee Termination Fee by wire transfer of immediately available funds an amount equal to $102,000,000 funds. In addition, the Buyer shall reimburse the Seller for its out-of-pocket legal, accounting, investment banker and other professional fees and expenses incurred in connection with the transactions contemplated herein within three (3) Business Days after the “Company Termination Fee”). For purposes Seller notifies the Buyer of the foregoing clause (y)(B)amount thereof. The Seller and the Buyer acknowledge and hereby agree that the provisions of this Section 9.3 are an integral part of the transactions contemplated by this Agreement, references and that, without such provisions the Seller and the Buyer would not have entered into this Agreement. Each of the parties hereto acknowledges and agrees that the Termination Fee provided for in this Section 9.3 constitutes liquidated damages, and not a penalty, and is reasonable in the definition event of a termination by the Buyer for any reason not provided for in Section 9.1. The payment by the Buyer of the term “Acquisition Proposal” Termination Fee pursuant to this Section 9.3 shall be the sole remedy of the Seller with respect to the figure “20%” will termination by the Buyer or any breach of this Agreement by the Buyer. If the Buyer shall fail to pay in a timely manner the amounts due pursuant to this Section 9.3, and, in order to obtain such payment, the Seller makes a claim against the Buyer that results in a judgment against the Buyer, the Buyer shall pay to the Seller the reasonable costs and expenses of the Seller (including its reasonable attorneys’ fees and expenses) incurred or accrued in connection with such suit, together with interest on the amounts set forth in this Section 9.3 at the prime lending rate prevailing during such period as published in The Wall Street Journal. Any interest payable hereunder shall be deemed calculated on a daily basis from the date such amounts were required to be replaced by “more than 50%” paid until (but excluding) the date of actual payment, and on the basis of a 360-day year.

Fees and Expenses Following Termination. (a) In the event that: (x) If this Agreement is terminated (a) by the Company pursuant to Section 8.4(a9.1(b)(i) or (b) by Parent for any reason not set forth in which case the payment described below will be made or caused by the Company to be made concurrently with and will be a condition to such termination provided that Parent shall have provided wiring instructions for such payment or, if notSection 9.1, then in either such payment will be paid promptly following delivery of such instructions) or by case Parent pursuant to Section 8.3(a) (in which case the payment described below will be made by the Company or caused by the Company to be made shall, within three (3) Business Days following after such termination provided that Parent shall have provided wiring instructions for such payment ortermination, if not, then such payment will be paid promptly following delivery of such instructions), or (y) if (A) (I) after the date of this Agreement and prior pay to the Company Stockholders Meeting there will have been publicly disclosed (and not subsequently withdrawn) an Acquisition Proposal, and this Agreement is terminated by the Company or Parent pursuant to Section 8.2(b), or (II) after the date of this Agreement and prior to termination by Parent pursuant to Section 8.3(b) there will have been publicly disclosed (and not subsequently withdrawn) an Acquisition Proposal, and this Agreement is terminated by Parent pursuant to Section 8.3(b), and (B) at any time on or prior to the 12 month anniversary of such termination, the Company or any of the Company Subsidiaries enters into a definitive agreement providing for any Acquisition Proposal or the transactions contemplated by any Acquisition Proposal are consummated (in which casethe payment described below will be made by the Company or caused by the Company to be made within five Business Days following the date on which the Company consummates such Acquisition Proposal provided that Parent shall have provided wiring instructions for such payment or, if not, then such payment will be paid promptly following delivery of such instructions), then the Company will pay, or cause to be paid, to Parent or its designee Termination Fee by wire transfer of immediately available funds an amount equal to $102,000,000 funds. In addition, Parent shall reimburse the Company for its out-of-pocket legal, accounting, investment banker and other professional fees and expenses incurred in connection with the transactions contemplated herein within three (the “3) Business Days after Company Termination Fee”). For purposes notifies Parent of the foregoing clause amount thereof. The Company and Parent acknowledge and hereby agree that the provisions of this Section 9.3 are an integral part of the transactions contemplated by this Agreement (y)(Bincluding the Merger), references and that, without such provisions the Company, Parent and Merger Subsidiary would not have entered into this Agreement. Each of the parties hereto acknowledges and agrees that the Termination Fee provided for in this Section 9.3 constitutes liquidated damages, and not a penalty, and is reasonable in the definition event of a termination by Parent for any reason not provided for in Section 9.1. The payment by Parent of the term “Acquisition Proposal” Termination Fee pursuant to this Section 9.3 shall be the sole remedy of the Company with respect to the figure “20%” will termination by the Company or any breach of this Agreement by Parent or Merger Subsidiary. If Parent shall fail to pay in a timely manner the amounts due pursuant to this Section 9.3, and, in order to obtain such payment, the Company makes a claim against Parent that results in a judgment against the Parent, Parent shall pay to the Company the reasonable costs and expenses of the Company (including its reasonable attorneys’ fees and expenses) incurred or accrued in connection with such suit, together with interest on the amounts set forth in this Section 9.3 at the prime lending rate prevailing during such period as published in The Wall Street Journal. Any interest payable hereunder shall be deemed calculated on a daily basis from the date such amounts were required to be replaced by “more than 50%” paid until (but excluding) the date of actual payment, and on the basis of a 360-day year.