Common use of Offtake Agreements Clause in Contracts

Offtake Agreements. (a) EGI shall notify the PURCHASERS in writing when it commences negotiations to enter into an Offtake Agreement or Offtake Agreements, from time to time. EGI shall negotiate the Offtake Agreements in accordance with the terms of Section 10. For greater certainty and without limitation, the Offtake Agreements shall clarify that title to the Minerals or Concentrate shall pass to such Offtaker upon the making of advance and/or provisional payments by such Offtaker. EGI shall provide the PURCHASERS with the proposed terms and conditions of any Offtake Agreement and/or subsequent amendments to the material terms and conditions of any Offtake Agreement prior to concluding a binding agreement or amendment. Each Offtake Agreement shall be on arm’s length commercial terms, consistent with normal industry standards and practice. EGI shall not enter into any Offtake Agreement nor amend or modify any Offtake Agreement if, by Majority Action, the PURCHASERS have notified EGI after receipt of the proposed terms and conditions of any such Offtake Agreement pertaining to the sale and purchase of Au or any amendment thereto that in the PURCHASERS reasonable opinion, the subject agreement or amendment would disadvantage the PURCHASERS in material respects, including without limitation, by reason of an increase in the number of ounces of Au deducted on account of Au content. In the event of EGI’s receipt of such notice from the PURCHASERS, EGI shall confer with the PURCHASER to determine acceptable terms and conditions for the Offtake Agreement and/or Offtake Agreement amendment prior to the execution and delivery thereof. (b) EGI hereby agrees to indemnify and hold the PURCHASERS and its managers, directors, officers and employees harmless from and against any and all Losses incurred or suffered by any of them arising out of or in connection with or related to any breach or default of the obligation to secure, by Majority Action, the PURCHASERS approval of terms of an Offtake Agreement. The foregoing indemnity shall not apply to any reduced amount received as a result of any terms of a PURCHASER-approved Offtake Agreement related to adjustments for quality or otherwise. This Section 13(b) shall survive the termination of this Agreement

Offtake Agreements. (a1) EGI The Seller PSA Entities shall notify the PURCHASERS in writing ensure that: (i) when it commences negotiations Minerals that contain any marketable metal are to enter into be sold or otherwise disposed of, all such Minerals are sold by Seller to an Offtaker pursuant to an Offtake Agreement Agreement; and (ii) no Seller Group Entity shall smelt, refine or beneficiate any Produced Silver and the final sale or delivery of Produced Silver shall only be made to an Offtaker pursuant to an Offtake Agreements, from time to time. EGI Agreement. (2) The Seller PSA Entities shall negotiate the ensure that all Offtake Agreements entered into by Seller (or any other Seller Group Entity) shall be on commercially reasonable arm’s length terms and conditions for marketable and metal-bearing material similar in make-up and quality to those derived from the Minerals, and shall include (i) industry standard reporting and payment settlement protocols, (ii) provisions that require the delivery of metals return statements, provisional and final settlement sheets and invoices and certificates for final shipped moisture content and analyses and assays evidencing the amount of Minerals, and (iii) provisions that require appropriate and separate sampling, assaying, weighing and moisture determination procedures so that Seller (or any other Seller Group Entity) and the applicable Offtaker can determine the grade or content of silver, copper and other metals in each delivery to an Offtaker. (3) The Seller PSA Entities shall, and shall cause the other Seller Group Entities to, deliver all Minerals that include marketable metal to each Offtaker in such quantity, description and amounts and at such times and places as required under and in accordance with each Offtake Agreement. (4) Seller shall promptly provide to Purchaser confirmation of the terms of Section 10. For greater certainty and without limitation, the Offtake Agreements shall clarify that title to the Minerals or Concentrate shall pass to such Offtaker upon the making of advance and/or provisional payments by such Offtaker. EGI shall provide the PURCHASERS with the proposed terms and conditions of any Offtake Agreement and/or subsequent amendments to the material terms and conditions of any Offtake Agreement prior to concluding a binding agreement or amendment. Each Offtake Agreement shall be on arm’s length commercial terms, consistent with normal industry standards and practice. EGI shall not enter into any Offtake Agreement nor amend or modify any Offtake Agreement if, by Majority Action, the PURCHASERS have notified EGI after receipt of the proposed terms and conditions of any such Offtake Agreement pertaining and, within 5 days after the execution thereof by each of the parties thereto, Seller shall provide to Purchaser a final signed copy of such Offtake Agreement and use its commercially reasonable efforts to avoid any requirement for the redaction of any part thereof, failing which, such Offtake Agreement shall be provided subject to the sale and purchase of Au or any amendment thereto that in the PURCHASERS reasonable opinion, the subject agreement or amendment would disadvantage the PURCHASERS in material respects, including without limitation, by reason of an increase in the number of ounces of Au deducted on account of Au content. In the event of EGI’s receipt of such notice from the PURCHASERS, EGI shall confer with the PURCHASER to determine acceptable terms and conditions for the Offtake Agreement and/or Offtake Agreement amendment prior to the execution and delivery thereof. (b) EGI hereby agrees to indemnify and hold the PURCHASERS and its managers, directors, officers and employees harmless from and against any and all Losses incurred or suffered redactions required by any of them arising out of or in connection with or related to any breach or default of the obligation to secure, by Majority Action, the PURCHASERS approval of terms of an such Offtake Agreement. The foregoing indemnity shall not apply to any reduced amount received as a result of any terms of a PURCHASER-approved Offtake Agreement related to adjustments for quality or otherwise. This Section 13(b) shall survive the termination of this AgreementAgreements.

Offtake Agreements. (a) EGI shall notify the PURCHASERS BDH in writing when it commences negotiations to enter into an Offtake Agreement or Offtake Agreements, from time to time. EGI shall negotiate the Offtake Agreements in accordance with the terms of Section section 10. For greater certainty and without limitation, the Offtake Agreements shall clarify that title to the Minerals or Concentrate shall pass to such Offtaker upon the making of advance and/or provisional payments by such Offtaker. EGI shall provide the PURCHASERS BDH with the proposed terms and conditions of any Offtake Agreement and/or subsequent amendments to the material terms and conditions of any Offtake Agreement prior to concluding a binding agreement or amendment. Each Offtake Agreement shall be on arm’s length commercial terms, consistent with normal industry standards and practice. EGI shall not enter into any Offtake Agreement nor amend or modify any Offtake Agreement if, by Majority Action, the PURCHASERS have if BDH has notified EGI after receipt of the proposed terms and conditions of any such Offtake Agreement pertaining to the sale and purchase of Au or any amendment thereto that in the PURCHASERS BDH’s reasonable opinion, the subject agreement or amendment would disadvantage the PURCHASERS BDH in material respects, including without limitation, by reason of an increase in the number of ounces of Au deducted on account of Au content. In the event of EGI’s receipt of such notice from the PURCHASERSBDH, EGI shall confer with the PURCHASER BDH to determine acceptable terms and conditions for the Offtake Agreement and/or Offtake Agreement amendment prior to the execution and delivery thereof. (b) EGI hereby agrees to indemnify and hold the PURCHASERS BDH and its managers, directors, officers and employees harmless from and against any and all Losses incurred or suffered by any of them arising out of or in connection with or related to any breach or default of the obligation to secure, by Majority Action, the PURCHASERS secure BDH’s approval of terms of an Offtake Agreement. The foregoing indemnity shall not apply to any reduced amount received as a result of any terms of a PURCHASERBDH-approved Offtake Agreement related to adjustments for quality or otherwise. This Section section 13(b) shall survive the termination of this Agreement

Offtake Agreements. (a) EGI Project Owner shall notify cause all terms and conditions relating to gold, to the PURCHASERS extent affecting Purchaser's rights, entitlements or benefits to Refined Gold, of any Offtake Agreements entered by an Artemis Group Entity to be on commercially reasonable arm's length terms and conditions for concentrates or doré similar in writing when it commences negotiations make-up and quality to those derived from the Project; provided that this Section 7.8(a) shall not restrict or limit the ability of the Artemis Group Entities to enter into an Offtake Agreements for Minerals other than gold. Project Owner shall provide a copy of any Offtake Agreement or Offtake Agreements, to Purchaser upon request from time to time. EGI shall negotiate the Offtake Agreements in accordance with the terms of Section 10. For greater certainty and without limitation, the Offtake Agreements shall clarify that title to the Minerals or Concentrate shall pass to such Offtaker upon the making of advance and/or provisional payments by such Offtaker. EGI shall provide the PURCHASERS with the proposed terms and conditions of any Offtake Agreement and/or subsequent amendments to the material terms and conditions of any Offtake Agreement prior to concluding a binding agreement or amendment. Each Offtake Agreement shall be on arm’s length commercial terms, consistent with normal industry standards and practice. EGI shall not enter into any Offtake Agreement nor amend or modify any Offtake Agreement if, by Majority Action, the PURCHASERS have notified EGI after receipt of the proposed terms and conditions of any such Offtake Agreement pertaining to the sale and purchase of Au or any amendment thereto that in the PURCHASERS reasonable opinion, the subject agreement or amendment would disadvantage the PURCHASERS in material respects, including without limitation, by reason of an increase in the number of ounces of Au deducted on account of Au content. In the event of EGI’s receipt of such notice from the PURCHASERS, EGI shall confer with the PURCHASER to determine acceptable terms and conditions for the Offtake Agreement and/or Offtake Agreement amendment prior to the execution and delivery thereof. (b) EGI hereby agrees Project Owner shall take commercially reasonable steps to indemnify enforce, and hold shall cause each Artemis Group Entity that is a party to an Offtake Agreement to take reasonable steps to enforce its rights and remedies under such Offtake Agreements with respect to any breaches of the PURCHASERS terms or conditions thereof relating to the timing and its managers, directors, officers and employees harmless from and against amount of any and all Losses incurred or suffered by Offtaker Payment to be made thereunder for Produced Gold. Project Owner shall notify Purchaser in writing when any of them dispute arising out of or in connection with or related to any breach or default such Offtake Agreement is commenced and shall provide Purchaser with timely updates of the obligation to secure, by Majority Action, the PURCHASERS approval of terms of an Offtake Agreement. The foregoing indemnity shall not apply to any reduced amount received as a result status of any terms such dispute and the final decision and award of a PURCHASER-approved Offtake Agreement related the court or arbitration panel with respect to adjustments such dispute, as the case may be. (c) Project Owner and Parent Company agree that no Artemis Group Entity shall smelt, refine or beneficiate any Produced Gold and Project Owner and Parent Company shall ensure that the final sale or delivery of Produced Gold for quality smelting, refining or otherwisebeneficiating shall only be made to an Offtaker. This For greater certainty, nothing in this Section 13(b7.8(c) shall survive the termination prohibit internal Transfers of this AgreementProduced Gold among Project Owner Entities, provided that such Produced Gold is eventually sold to an Offtaker for smelting, refining or beneficiating.

Offtake Agreements. (a) EGI The Seller shall notify ensure that all Minerals that contain Produced Copper, Produced Gold or Produced Silver are sold or delivered by the PURCHASERS in writing when it commences negotiations Seller to enter into an Offtaker pursuant to an Offtake Agreement or Offtake Agreements, from time to time. EGI shall negotiate the Offtake Agreements in accordance with the terms of Section 10. For greater certainty and without limitation, the Offtake Agreements shall clarify that title to the Minerals or Concentrate shall pass to such Offtaker upon the making of advance and/or provisional payments by such Offtaker. EGI shall provide the PURCHASERS with the proposed terms and conditions of any Offtake Agreement and/or subsequent amendments to the material terms and conditions of any Offtake Agreement prior to concluding a binding agreement or amendment. Each Offtake Agreement shall be on arm’s length commercial terms, consistent with normal industry standards and practice. EGI shall not enter into any Offtake Agreement nor amend or modify any Offtake Agreement if, by Majority Action, the PURCHASERS have notified EGI after receipt of the proposed terms and conditions of any such Offtake Agreement pertaining to the sale and purchase of Au or any amendment thereto that in the PURCHASERS reasonable opinion, the subject agreement or amendment would disadvantage the PURCHASERS in material respects, including without limitation, by reason of an increase in the number of ounces of Au deducted on account of Au content. In the event of EGI’s receipt of such notice from the PURCHASERS, EGI shall confer with the PURCHASER to determine acceptable terms and conditions for the Offtake Agreement and/or Offtake Agreement amendment prior to the execution and delivery thereofAgreement. (b) EGI hereby agrees During the Term, the Seller shall ensure that all Offtake Agreements entered into by the Seller with arm’s length third parties (including any Offtake Agreement entered into by the Seller with KPMC or its Affiliates in accordance with the MPSA Shareholders’ Agreement) shall be on commercially reasonable arm’s length terms and conditions for concentrates similar in make-up and quality to indemnify those derived from Minerals, and hold shall include industry standard reporting and payment settlement protocols and provisions that require the PURCHASERS delivery of Offtaker Settlement Sheets and appropriate and separate sampling and assaying so that the Seller and the applicable Offtaker can determine the grade and content of Produced Copper, Produced Gold, Produced Silver and other metals in each delivery to an Offtaker. In the case of an Offtake Agreement entered into by the Seller with an Affiliate or other non-arm’s length party (excluding any Offtake Agreement entered into by the Seller with KPMC or its managersAffiliates in accordance with the MPSA Shareholders’ Agreement), directorsin addition, officers the Offtake Agreement shall be (i) on terms consistent with the average of terms of the Seller’s Offtake Agreements with arm’s length third parties, or (ii) at current market rates, as approved by the Purchaser, acting reasonably. For greater certainty, settlement in physical gold and employees harmless from silver under an Offtake Agreement may be permitted. (c) The Seller shall be responsible for delivering all Minerals that include Produced Copper, Produced Gold and against Produced Silver to each Offtaker, in such quantity, description and amounts and at such times and places as required under and in accordance with each Offtake Agreement. The Seller shall notify the Purchaser by electronic communication of each delivery of Minerals to an Offtaker at least one Business Day before the Minerals leave the Stream Area. The Seller shall deliver by electronic communication to the Purchaser, within five Business Days after such are available and/or prepared, copies of all documents, certificates and instruments pertaining to each delivery of Minerals to an Offtaker, including, all invoices, credit notes, bills of lading, certificates indicating the Seller’s provisional shipped moisture content and provisional shipped assays and any and all Losses incurred documentation prepared or suffered produced by the Offtaker in respect of the Produced Copper, Produced Gold and Produced Silver, including, all analyses and assays. (d) The Seller shall provide the Purchaser with a final signed copy of each Offtake Agreement within five Business Days after the execution thereof. (e) The Seller shall take commercially reasonable steps to enforce its rights and remedies under each such Offtake Agreement with respect to any breaches of them the terms thereof relating to the timing and amount of Offtaker Payments to be made thereunder. The Seller shall notify the Purchaser in writing when any dispute in respect of a material matter arising out of or in connection with any such Offtake Agreement is commenced in respect of Produced Copper, Produced Gold or related to any breach or default Produced Silver and shall provide the Purchaser with timely updates of the obligation to secure, by Majority Action, the PURCHASERS approval of terms of an Offtake Agreement. The foregoing indemnity shall not apply to any reduced amount received as a result status of any terms such dispute and the final decision and award of a PURCHASER-approved Offtake Agreement related the court or arbitration panel with respect to adjustments for quality or otherwise. This Section 13(b) shall survive such dispute, as the termination of this Agreementcase may be.

Offtake Agreements. (a) EGI The PSA Entities shall notify ensure that when Minerals that contain (x) prior to the PURCHASERS in writing when it commences negotiations later of the Gold Stream Date and the Platinum Stream End Date, any Metals; or (y) thereafter, any gold, all such Minerals are: (i) sold by a PSA Entity to enter into an Offtaker pursuant to an Offtake Agreement or Offtake Agreements, from time to time. EGI shall negotiate the Offtake Agreements in accordance with the terms of Section 10. For greater certainty and without limitation, the Offtake Agreements shall clarify that title which a PSA Entity is a party; or (ii) delivered to the Minerals or Concentrate shall pass to such Offtaker upon the making of advance and/or provisional payments by such a Related Party Offtaker. EGI shall provide the PURCHASERS with the proposed terms and conditions of any Offtake Agreement and/or subsequent amendments to the material terms and conditions of any Offtake Agreement prior to concluding a binding agreement or amendment. Each Offtake Agreement shall be on arm’s length commercial terms, consistent with normal industry standards and practice. EGI shall not enter into any Offtake Agreement nor amend or modify any Offtake Agreement if, by Majority Action, the PURCHASERS have notified EGI after receipt of the proposed terms and conditions of any such Offtake Agreement pertaining to the sale and purchase of Au or any amendment thereto that in the PURCHASERS reasonable opinion, the subject agreement or amendment would disadvantage the PURCHASERS in material respects, including without limitation, by reason of an increase in the number of ounces of Au deducted on account of Au content. In the event of EGI’s receipt of such notice from the PURCHASERS, EGI shall confer with the PURCHASER to determine acceptable terms and conditions for the Offtake Agreement and/or Offtake Agreement amendment prior to the execution and delivery thereof. (b) EGI hereby agrees To the extent relevant to indemnify the determination of the amount of Refined Gold or Refined Platinum to be Delivered to the Purchaser in accordance with this Agreement, the PSA Entities shall ensure that all Offtake Agreements entered into by a PSA Entity shall be on commercially reasonable arm’s length terms and hold conditions for concentrates or other products similar in make-up and quality to those derived from the PURCHASERS Minerals, including with respect to report and its managerssettlement protocols, directorsweighing, officers sampling, moisture determination and employees harmless from assaying procedures. Notwithstanding the foregoing, the PSA Entities shall not be required to enter into written Offtake Agreements with Related Party Offtakers who are also PSA Entities, provided that customary reporting protocols and against customary weighing, sampling, moisture determination and assaying procedures are implemented with respect to deliveries to such Related Party Offtakers. (c) With respect to any Offtake Agreements entered into after the Execution Date, the PSA Entities shall, within 15 days after execution thereof by each of the parties thereto, promptly provide to the Purchaser a final signed copy of such Offtake Agreement, with only such redactions as may be required by the confidentiality restrictions in the applicable agreement. The PSA Entities shall use their commercially reasonable efforts to avoid any requirement for the redaction of any part of any Offtake Agreement. (d) The PSA Entities shall take reasonable steps to enforce their rights and all Losses incurred or suffered by remedies under each Offtake Agreement with respect to any breaches of them the terms thereof relating to the calculation, timing, and amount of Offtake Payments to be made thereunder. The PSA Entities shall promptly notify the Purchaser in writing when any dispute in respect of any matter arising out of or in connection with or related to any breach or default Offtake Agreement arises and shall provide the Purchaser with timely updates of the obligation to secure, by Majority Action, the PURCHASERS approval of terms of an Offtake Agreement. The foregoing indemnity shall not apply to any reduced amount received as a result status of any terms such dispute and the final decision and award of a PURCHASER-approved Offtake Agreement related the court or arbitration panel with respect to adjustments for quality or otherwise. This Section 13(b) shall survive such dispute, as the termination of this Agreementcase may be.