Common use of Income and Expenses Clause in Contracts

Income and Expenses. Net Proceeds shall be calculated by deducting from the Gross Revenue (as defined below) realized (or deemed to be realized), such costs and expenses attributable to Exploration, Development, Mining, the marketing of Products and other Operations as would be deductible under generally accepted accounting principles and practices consistently applied, including without limitation: (a) All costs and expenses of replacing, expanding, modifying, altering or changing from time to time the Mining facilities. Costs and expenses of improvements (such as haulage ways or mill facilities) that are also used in connection with workings other than the Properties shall be charged to the Properties only in the proportion that theft use in connection with the Properties bears to their total use; (b) Ad valorem real property and unsecured personal property taxes, and all taxes, other than income taxes, applicable to Mining of the Properties, including without limitation all state mining taxes, sales taxes, severance taxes, license fees and governmental levies of a similar nature; (c) A pro rata portion of (I) the salaries and expenses of employees serving Operations whose time is not allocated directly to such Operations, and (III) the costs of maintaining and operating an office and any necessary sub office and (III) all necessary camps, including housing facilities for employees, used for Operations. The expense of those facilities, less any revenue there from, shall include depreciation or a fair monthly rental in lieu of depreciation of the investment; (d) All expenses incurred relative to the sale of Products, including an allowance for commissions at rates, which are normal and customary in the industry. (e) All amounts payable to the Operator during Mining pursuant to any applicable operating or similar agreement in force with respect thereto; (f) The actual cost of. investment under the Agreement but prior to beginning of Mining, which shall include all expenditures for Exploration and Development of the Properties. (g) Interest on monies borrowed or advanced for costs and expenses, but in no event in excess of the maximum permitted by law; (h) An allowance for reasonable working capital and inventory; (i) Cost of funding environmental compliance; Actual costs of Operations; and (k) Rental, royalty, production and purchase payments.

Income and Expenses. Net Proceeds shall be calculated by deducting from the Gross Revenue (as defined below) realized (or deemed to be realized), such costs and expenses attributable to Explorationexploration, Developmentdevelopment, Miningmining, the marketing of Products products and other Operations operations as would be deductible under generally accepted accounting principles and practices consistently applied, including without limitation: (a) a. All costs and expenses of replacing, expanding, modifying, altering or changing from time to time the Mining mining facilities. Costs and expenses of improvements (such as haulage ways or mill facilities) that are also used in connection with workings other than the Properties shall be charged to the Properties only in the proportion that theft their use in connection with the Properties bears to their total use; (b) b. Ad valorem real property and unsecured personal property taxes, and all taxes, other than income taxes, applicable to Mining mining of the Properties, including without limitation all state mining taxes, sales taxes, severance taxes, license fees and governmental levies of a similar nature; (c) A pro rata portion of (I) the salaries and expenses of employees serving Operations whose time is not allocated directly to such Operations, and (III) the costs of maintaining and operating an office and any necessary sub office and (III) all necessary camps, including housing facilities c. Allowance for employees, used for Operations. The expense of those facilities, less any revenue there from, shall include depreciation or a fair monthly rental overhead in lieu of depreciation of the investmentaccordance with Form 5A; (d) d. All expenses incurred relative to the sale of Products, including an allowance for commissions at rates, rates which are normal and customary in the industry.; (e) e. All amounts payable to the Operator remaining Participant during Mining pursuant to any applicable operating or similar agreement in force with respect thereto; (f) f. The actual cost of. of investment under the Agreement but prior to beginning of Miningmining, which shall include all expenditures for Exploration exploration and Development development of the Properties.Properties incurred by the non-withdrawing Participant both prior and subsequent to the withdrawing Participant acquiring a Net Proceeds interest; (g) g. Interest on monies borrowed or advanced for costs and expenses, but in no event in excess of the maximum permitted by law; (h) h. An allowance for reasonable working capital and inventory; (i) Cost i. Costs of funding and environmental compliance; compliance fund for reclamation and closure j. Actual costs of Operationsoperations; and (k) k. Rental, royalty, production production, and purchase payments. For purposes hereof, the term "Gross Revenue" shall mean the sum of (1) gross receipts from sale of Products, less any charges for sampling, assaying, or penalties; (2) gross receipts from the sale or other disposition of Assets; (3) insurance proceeds; (4) compensation for expropriation of Assets; and (5) judgment proceeds. Gross receipts for sale of Products shall be determined by multiplying spot prices for Products as quoted by the London PM fix for gold and Handy and Xxxxxx value for silver on the date of a sale of Products. It is intended that the remaining Participant shall recoup from Gross Revenue all of its on-going contributions for exploration, development, mining, expansion and modification and marketing Products before any Net Proceeds are distributed to any person holding a Net Proceeds interest. No deduction shall be made for income taxes, depreciation, amortization or depletion. If in any year after the beginning of Mining of the Properties an operating loss relative thereto is incurred, the amount thereof shall be considered as and be included with outstanding costs and expenses and carried forward in determining Net Proceeds for subsequent periods. If Products are processed by the remaining Participant, or are sold to an Affiliate of the remaining Participant, then, for purposes of calculating Net Proceeds, such Products shall be deemed conclusively to have been sold at a price equal to fair market value to an arm's length purchaser FOB the concentrator for the Properties, and Net Proceeds relative thereto shall be calculated without reference to any profits or losses attributable to smelting or refining.

Income and Expenses. Net Proceeds shall be calculated by deducting from the Gross Revenue (as defined below) realized (or deemed to be realized), ) such costs and expenses attributable to Exploration, Development, Mining, the marketing of Products Products, and other Operations as would be deductible under generally accepted accounting principles and practices consistently applied, including without limitationbut not limited to: (a) All costs and expenses of replacing, expanding, modifying, altering or changing from time to time the Mining facilities. Costs and expenses of improvements (such as haulage ways or mill facilities) that are also used in connection with workings other than the Properties shall be charged to the Properties only in the proportion that theft their use in connection with the Properties bears to their total use;. (b) Ad valorem real property and unsecured personal property taxes, and all taxes, other than income taxes, applicable to Mining of the Properties, including without limitation but not limited to all state mining taxes, sales taxes, severance taxes, resources taxes, processor's taxes, license fees and governmental levies of a similar nature;. (c) A pro rata portion An Administrative Charge in accordance with Paragraph 2.13 of (I) the salaries and expenses of employees serving Operations whose time is not allocated directly to such Operations, and (III) the costs of maintaining and operating an office and any necessary sub office and (III) all necessary camps, including housing facilities for employees, used for Operations. The expense of those facilities, less any revenue there from, shall include depreciation or a fair monthly rental in lieu of depreciation of the investment;Exhibit B. (d) All expenses incurred in connection with relative to the sale of Products, including but not limited to an allowance for commissions at rates, rates which are normal and customary in the industry. (e) All amounts payable to the Operator remaining Member during Mining pursuant to any applicable operating or similar agreement in force with respect thereto;agreement. (f) The actual cost of. of investment under the Agreement but prior to beginning of Mining, which shall include all expenditures for Exploration and Development of the PropertiesProperties incurred by the remaining Member both prior and subsequent to the other Member acquiring a Net Proceeds interest. (g) Interest on monies borrowed or advanced for costs and expenses, but in no event in excess of the maximum permitted by law;Law. (h) An allowance for a reasonable amount of working capital and inventory;. (i) Cost Costs of funding environmental compliance; the Environmental Compliance Fund as provided in Paragraph 2.14 of Exhibit B. (j) Actual costs of Operations; and. (k) RentalCash payments pursuant to letter agreements and to leases, royaltyadvance royalties, recoverable reserve payments, production royalties and payments of purchase paymentsprices. For purposes of this Exhibit E, the term "Gross Revenue" shall mean the sum of (i) gross receipts from sale of Products, less any charges for sampling, assaying or penalties; (ii) gross receipts from the sale or other disposition of Assets; (iii) insurance proceeds; (iv) compensation for expropriation of Assets; and (v) judgment proceeds. Gross receipts for sale of Products shall be the actual sale price received by the Company. The members intend that the remaining Member shall recoup from Gross Revenue all of its on-going contributions for Exploration, Development, Mining, Expansion and Modification and marketing Products before any Net Proceeds are distributed to any person holding a Net Proceeds interest. No deduction shall be made for income taxes, depreciation, amortization or depletion. If in any year after the beginning of Mining an operating loss relative thereto is incurred, the amount thereof shall be considered as and be included with outstanding costs and expenses and carried forward in determining Net Proceeds for subsequent periods. If Products are processed by the remaining Member, or are sold to an Affiliate of the remaining Member, then for purposes of calculating Net Proceeds, such Products shall be deemed conclusively to have been sold at a price equal to fair market value to arm's length purchaser F.O.B. the point of sale for such Products, and Net Proceeds relative thereto shall be calculated without reference to any profits or losses attributable to further processing.

Income and Expenses. Net Proceeds shall be calculated by deducting from the Gross Revenue (as defined below) realized (or deemed to be realized), such costs and expenses attributable to Explorationexploration, Developmentdevelopment, Miningmining, the marketing of Products products and other Operations operations as would be deductible under generally accepted accounting principles and practices consistently applied, including without limitation: (a) a. All costs and expenses of replacing, expanding, modifying, altering or changing from time to time the Mining mining facilities. Costs and expenses of improvements (such as haulage ways or mill facilities) that are also used in connection with workings other than the Properties shall be charged to the Properties only in the proportion that theft their use in connection with the Properties bears to their total use; (b) b. Ad valorem real property and unsecured personal property taxes, and all taxes, other than income taxes, applicable to Mining mining of the Properties, including without limitation all state mining taxes, sales taxes, severance taxes, license fees and governmental levies of a similar nature; (c) A pro rata portion of (I) the salaries and expenses of employees serving Operations whose time is not allocated directly to such Operations, and (III) the costs of maintaining and operating an office and any necessary sub office and (III) all necessary camps, including housing facilities c. Allowance for employees, used for Operations. The expense of those facilities, less any revenue there from, shall include depreciation or a fair monthly rental overhead in lieu of depreciation of the investmentaccordance with Form 5A; (d) d. All expenses incurred relative to the sale of Products, including an allowance for commissions at rates, rates which are normal and customary in the industry.; (e) e. All amounts payable to the Operator remaining Participant during Mining pursuant to any applicable operating or similar agreement in force with respect thereto; (f) f. The actual cost of. of investment under the Agreement but prior to beginning of Miningmining, which shall include all expenditures for Exploration exploration and Development development of the Properties.Properties incurred by the non-withdrawing Participant both prior and subsequent to the withdrawing Participant acquiring a Net Proceeds interest; \ (g) g. Interest on monies borrowed or advanced for costs and expenses, but in no event in excess of the maximum permitted by law; (h) h. An allowance for reasonable working capital and inventory; (i) Cost i. Costs of funding and environmental compliance; compliance fund for reclamation and closure j. Actual costs of Operationsoperations; and (k) k. Rental, royalty, production production, and purchase payments. For purposes hereof, the term "Gross Revenue" shall mean the sum of (1) gross receipts from sale of Products, less any charges for sampling, assaying, or penalties; (2) gross receipts from the sale or other disposition of Assets; (3) insurance proceeds; (4) compensation for expropriation of Assets; and (5) judgment proceeds. Gross receipts for sale of Products shall be determined by multiplying spot prices for Products as quoted by the London PM fix for gold and Handy and Xxxxxx value for silver on the date of a sale of Products. It is intended that the remaining Participant shall recoup from Gross Revenue all of its on-going contributions for exploration, development, mining, expansion and modification and marketing Products before any Net Proceeds are distributed to any person holding a Net Proceeds interest. No deduction shall be made for income taxes, depreciation, amortization or depletion. If in any year after the beginning of Mining of the Properties an operating loss relative thereto is incurred, the amount thereof shall be considered as and be included with outstanding costs and expenses and carried forward in determining Net Proceeds for subsequent periods. If Products are processed by the remaining Participant, or are sold to an Affiliate of the remaining Participant, then, for purposes of calculating Net Proceeds, such Products shall be deemed conclusively to have been sold at a price equal to fair market value to an arm's length purchaser FOB the concentrator for the Properties, and Net Proceeds relative thereto shall be calculated without reference to any profits or losses attributable to smelting or refining.

Income and Expenses. Net Proceeds shall be calculated by deducting from the Gross Revenue (as defined below) realized (or deemed to be realized), such costs and expenses attributable to Exploration, Development, Mining, the marketing of Products and other Operations as would be deductible under generally accepted accounting principles and practices consistently applied, including without limitation: (a) All costs and expenses of replacing, expanding, modifying, altering or changing from time to time the Mining facilities. Costs and expenses of improvements (such as haulage ways or mill facilities) that are also used in connection with workings other than the Properties shall be charged to the Properties only in the proportion that theft their use in connection with the Properties bears to their total use; (b) Ad valorem real property and unsecured personal property taxes, and all taxes, other than income taxes, applicable to Mining of the Properties, including without limitation all state mining taxes, sales taxes, severance taxes, license fees and governmental levies of a similar nature; (c) A pro rata portion Allowance for overhead in accordance with Paragraph 2.13 of (I) the salaries and expenses of employees serving Operations whose time is not allocated directly to such Operations, and (III) the costs of maintaining and operating an office and any necessary sub office and (III) all necessary camps, including housing facilities for employees, used for Operations. The expense of those facilities, less any revenue there from, shall include depreciation or a fair monthly rental in lieu of depreciation of the investmentExhibit B; (d) All expenses incurred relative to the sale of Products, including an allowance for commissions at rates, rates which are normal and customary in the industry.; (e) All amounts payable to the Operator remaining Participant during Mining pursuant to any applicable operating or similar agreement in force with respect thereto; (f) The actual cost of. of investment under the Agreement but prior to beginning of Mining, which shall include all expenditures for Exploration and Development of the Properties.Properties incurred by the non-withdrawing Participant both prior and subsequent to the withdrawing Participant acquiring a Net Proceeds interest; (g) Interest on monies borrowed or advanced for costs and expenses, but in no event in excess of the maximum permitted by law; (h) An allowance for reasonable working capital and inventory; (i) Cost Costs of funding environmental compliance; the Environmental Compliance Fund as provided in Paragraph 2.14 of Exhibit B; (j) Actual costs of Operations; and (k) Rental, royalty, production production, and purchase payments.

Income and Expenses. Net Proceeds shall be calculated by deducting from the Gross Revenue (as defined below) realized (or deemed to be realized), such costs and expenses attributable to Exploration, Development, Mining, the marketing of Products and other Operations as would be deductible under generally accepted accounting principles and practices consistently applied, including without limitation: (a) 1. All costs and expenses of replacing, expanding, modifying, altering or changing from time to time the Mining facilities. Costs and expenses of improvements (such as haulage ways or mill facilities) that are also used in connection with workings other than the Properties shall be charged to the Properties only in the proportion that theft their use in connection with the Properties bears to their total use; (b) 2. Ad valorem real property Properties and unsecured personal property Properties taxes, and all taxes, other than income taxes, applicable to Mining of the Properties, including without limitation all state mining taxes, sales taxes, severance taxes, license fees and governmental levies of a similar nature; (c) A pro rata portion 3. Allowance for overhead in accordance with Section B.13 of (I) the salaries and expenses of employees serving Operations whose time is not allocated directly to such Operations, and (III) the costs of maintaining and operating an office and any necessary sub office and (III) all necessary camps, including housing facilities for employees, used for Operations. The expense of those facilities, less any revenue there from, shall include depreciation or a fair monthly rental in lieu of depreciation of the investmentExhibit B; (d) 4. All expenses incurred relative to the sale of Products, including an allowance for commissions at rates, rates which are normal and customary in the industry.; (e) 5. All amounts payable to the Operator remaining Member during Mining pursuant to any applicable operating or similar agreement in force with respect thereto; (f) 6. The actual cost of. of investment under the Agreement but prior to before beginning of Mining, which shall include all expenditures for Exploration and Development of the Properties.Properties incurred by the non-withdrawing Member both before and after the withdrawing Member acquiring a Net Proceeds interest; (g) 7. Interest on monies borrowed or advanced for costs and expenses, but in no event in excess of the maximum permitted by law; (h) 8. An allowance for reasonable working capital and inventory; (i) Cost 9. Costs of funding environmental compliance; the Environmental Compliance Fund as provided in Section B.14 of Exhibit B; 10. Actual costs of Operations; and (k) 11. Rental, royalty, production production, and purchase payments.

Income and Expenses. Net Proceeds Profits shall be calculated by deducting from the Gross Revenue (as defined below) realized gross revenues received (or deemed to be realized)received) from the sale (or deemed sale) of minerals, such the costs and expenses attributable to Explorationreasonably incurred in the processing, Developmentproduction, Mining, the marketing sale and transportation of Products and other Operations as would be deductible under generally accepted accounting principles and practices consistently appliedminerals, including without limitation: (a) 1.1 All costs (including the full amount of capital expenditures) and expenses of installing, replacing, expanding, modifying, altering or changing from time to time the Mining any mining facilities. Costs and expenses of improvements (such as haulage ways or mill facilities) that are also used in connection with workings other than the Properties Property shall be charged to the Properties Property only in the proportion that theft their use in connection with the Properties Property bears to their total use;. (b) 1.2 Ad valorem real property and unsecured personal property taxes, and all taxes, other than income taxes, applicable to Mining the acquisition, exploration, development, and mining of the PropertiesProperty, including without limitation all state mining taxes, sales taxes, severance taxes, federal annual mining claim rental fees, royalties, license fees and governmental levies of a similar nature;. (c) A pro rata portion of (I) the salaries and expenses of employees serving Operations whose time is not allocated directly to such Operations, and (III) the costs of maintaining and operating an office and any necessary sub office and (III) all necessary camps, including housing facilities for employees, used for Operations. The expense of those facilities, less any revenue there from, shall include depreciation or a fair monthly rental in lieu of depreciation of the investment; (d) 1.3 All expenses incurred relative to the marketing and sale of Productsminerals, including an allowance for commissions at rates, rates which are normal and customary in the industry. (e) 1.4 All amounts payable to the Operator operator of the Property during Mining mining pursuant to any applicable operating or similar agreement in force with respect thereto;to mining. (f) The actual cost of. investment under 1.5 Reclamation costs and the Agreement but prior costs of establishment of a fund or acquisition of a surety bond to beginning secure performance of Miningreclamation. 1.6 All costs, which shall include all expenditures obligations, liabilities and expenses incurred by the operator in connection with or for Exploration and Development the benefit of the PropertiesProperty and all operations including, without limitation, the costs of salaries and wages including actual labor overhead expenses (for fringe benefits and the like) of all employees of the operator engaged directly in connection with or for the benefit of the Property and all operations. 1.7 All expenditures (gincluding the full amount of capital expenditures) for exploration, development, or mining of the Property, to the extent not otherwise described. 1.8 Costs and expenses for the use of machinery, equipment and supplies, including inventory, required for acquisition, exploration, development, mining and marketing activities; provided, however, that if the operator of the Property uses its own equipment, the charges shall be no greater than on terms available from third parties in the vicinity of the Property. 1.9 Travel expenses and expenses of transportation of employees, material, equipment and supplies necessary or convenient for the conduct of acquisition, exploration, development, mining and marketing activities. 1.10 All payments to contractors, including payments for work on acquisition, exploration, development, mining and marketing activities. 1.11 Costs of testing and analyses and any other costs incurred to determine the quality and quantity of minerals. 1.12 Costs incurred in preparation and acquisition of environmental permits necessary to commence or complete the acquisition, exploration, development, mining and marketing activities. 1.13 Costs and expenses of maintenance of the Property. 1.14 Costs and expenses of preparation of a feasibility study. 1.15 The costs of any insurance premium or performance bonds required by law. 1.16 All costs incurred for title curative work on, or for the benefit of, the Property. 1.17 Allowance for overhead, general and administrative expenses and management fees. 1.18 Interest on monies borrowed or advanced for the foregoing costs and expenses, but in no event in excess at the actual borrowing rate, negotiated at arm’s length, to the extent gross revenues sufficient to recover such expenditures have not been realized. It is intended that the operator of the maximum permitted Property shall recoup from net cash flow all contributions for exploration, development, mining, and marketing minerals before any Net Profits are distributed to any person holding a Net Profits interest. No deduction shall be made for income taxes. Depreciation, amortization or depletion shall not be charged or deducted, inasmuch as the cost of assets which would generally give rise to such charges is directly recoverable to the full extent of their cost pursuant to this provision. If in any period any negative net cash flow is incurred, then the amount of the negative net cash flow shall be considered as and be included with outstanding costs and expenses and carried forward in determining Net Profits for subsequent periods. If minerals are processed by law; (h) An allowance the operator of the Property, or are sold to an affiliate of the operator, then, for reasonable working capital purposes of calculating Net Profits, such minerals shall be deemed to have been sold at a price equal to the greater of fair market value to arm's length purchasers FOB the concentrator for the Property or actual price of sale to the affiliate, and inventory; (i) Cost of funding environmental compliance; Actual costs of Operations; and (k) Rental, royalty, production and purchase paymentsNet Profits relative thereto shall be calculated without reference to any profits or losses attributable to smelting or refining.

Income and Expenses. Net Proceeds shall be calculated by deducting from the sum of the Gross Revenue (as defined belowin Section 1.2) of the Company that is realized (or deemed to be realized)) from the sale (or deemed sale) of Products, such as well as the costs and expenses attributable to Exploration, Development, Mining, the marketing of Products and other Operations as would be deductible under generally accepted accounting principles and practices consistently appliedGAAP applied in a manner consistent with the application of GAAP by the Manager with respect to the Assets, including (without limitationduplication), the following: (a) All costs and expenses of replacing, expanding, modifying, altering or changing from time to time the Mining facilities. Costs and expenses of improvements (such as haulage ways or mill facilities) that are also used in connection with workings other than the Properties shall be charged to the Properties only in the proportion that theft their use in connection with the Properties bears to their total use; (b) Ad valorem real property and unsecured personal property taxes, and all taxes, other than income taxes, applicable to Mining of the PropertiesProperties including. without limitation, including without limitation all state mining taxes, sales taxes, severance taxes, royalties, license fees and governmental levies of a similar nature; (c) A pro rata portion of (I) Allowance for overhead in accordance with the salaries and expenses of employees serving Operations whose time is not allocated directly to such Operations, and (III) the costs of maintaining and operating an office and any necessary sub office and (III) all necessary camps, including housing facilities for employees, used for Operations. The expense of those facilities, less any revenue there from, shall include depreciation or a fair monthly rental in lieu of depreciation of the investmentAccounting Procedure; (d) All expenses incurred relative to the sale of Products, including an allowance for commissions at rates, rates which are normal and customary in the industry.; (e) All amounts payable to the Operator Manager, the remaining Member or their respective Affiliates, during Mining pursuant to the Agreement or under any applicable operating or similar agreement in force with respect thereto; (f) The actual cost of. amount of Capital Contributions and other costs of investment under the Agreement but made prior to beginning the commencement of Mining, which shall include including all expenditures Capital Contributions for Exploration and Development of the Properties.Properties made by the non-resigning Member both prior and subsequent to the resigning Member acquiring a Net Proceeds interest; (g) Interest on monies borrowed or advanced for costs and expenses, at an annual rate equal to two point five (2.5) percentage points above the Prime Rate, but in no event in excess of the maximum permitted by law; (h) An allowance for reasonable working capital and inventory; (i) Cost Costs of funding environmental compliance; Actual costs of Operationsthe Environmental Compliance Fund as provided in the Accounting Procedure; and (k) Rental, royalty, production and purchase payments.

Income and Expenses. For the purposes of this Agreement, the term “Net Proceeds Proceeds” shall be calculated by deducting from the Gross Revenue (as defined below) gross revenues realized (or deemed to be realized)) from the sale (or deemed sale) of Products, such costs and expenses attributable to Expenditures, Exploration, Development, Mining, mine construction costs, production financing costs, and the marketing of Products and other Operations as would be deductible under generally accepted accounting principles International Financial Reporting Standards and practices consistently appliedapplied as employed by the Operator, including without limitation: (a) All costs and expenses of replacing, expanding, modifying, altering or changing from time to time the Mining facilities. Costs and expenses of improvements (such as haulage ways or mill facilities) that are also used in connection with workings other than the Properties shall be charged to the Properties only in the proportion that theft their use in connection with the Properties bears to their total use;. (b) Ad valorem real property and unsecured personal property taxes, and all taxes, other than income taxes, applicable to Mining of the Properties, including without limitation all state mining taxes, sales taxes, severance taxes, royalties, license fees and governmental levies of a similar nature;. (c) A pro rata portion of (I) the salaries and expenses of employees serving Operations whose time is not allocated directly to such Operations, and (III) the costs of maintaining and operating an office and any necessary sub office and (III) all necessary camps, including housing facilities Allowance for employees, used for Operations. The expense of those facilities, less any revenue there from, shall include depreciation or a fair monthly rental in lieu of depreciation of the investment;overhead. (d) All expenses incurred relative to the sale of Products, including an allowance for commissions at rates, rates which are normal and customary in the industry. (e) All amounts payable to the Operator during Mining pursuant to any applicable operating or similar agreement in force with respect thereto;. (f) The actual cost of. of investment under the Agreement but prior to beginning of Mining, Mining which shall include all expenditures Expenditures for Exploration and Development of the PropertiesProperties incurred by the Operator. (g) Interest on monies borrowed or advanced for costs and expenses, at an annual rate equal to five (5) percentage points above the Prime Rate, but in no event in excess of the maximum permitted by law;. (h) An allowance for reasonable working capital and inventory;. (i) Cost Reasonably anticipated reclamation costs. It is intended that the Operator shall recoup from net cash flow all of funding environmental compliance; Actual costs of Operations; and (k) Rentalits contributions for Expenditures, royaltyExploration, Development, Mining, mine construction costs, production financing costs and purchase paymentsmarketing Products before any Net Proceeds are distributed to any person holding a Net Proceeds interest. No deduction shall be made for income taxes, depreciation, amortization or depletion. If in any year after the beginning of Mining of the Properties an operating loss relative thereto is incurred, the amount thereof shall be considered as and be included with outstanding costs and expenses and carried forward in determining Net Proceeds for subsequent periods. If Products are processed by the Operator then, for purposes of calculating Net Proceeds, such Products shall be deemed conclusively to have been sold at a price equal to fair market value to arm’s length purchasers and Net Proceeds relative thereto shall be calculated without reference to any profits or losses attributable to smelting or refining.

Income and Expenses. Net Proceeds Profit shall be calculated by deducting from the sum of the Gross Revenue (as defined below) realized (or deemed to be realized), such realized under Section 1.3(c) below) costs and expenses attributable to Exploration, Development, Mining, the marketing of Products and other Operations as would be deductible under generally accepted accounting principles and practices consistently applied("GAAP") applied in a manner consistent with the application of GAAP by the Operator with respect to its other assets and properties, including (without limitationduplication) the following: (a) All all costs and expenses of replacing, expanding, modifying, altering or changing from time to time the Mining facilities. Costs and expenses of improvements (such as haulage ways or mill facilities) that are also used in connection with workings other than the Properties Property shall be charged to the Properties Property only in the proportion that theft their use in connection with the Properties Property bears to their total use; (b) Ad ad valorem real property and unsecured personal property taxes, and all taxes, other than income taxes, applicable to Mining of the PropertiesProperty, including without limitation all state provincial and federal mining taxes, sales taxes, severance taxes, royalties, license fees and governmental levies of a similar nature; (c) A pro rata portion of (I) the salaries and expenses of employees serving Operations whose time is not allocated directly to such Operations, and (III) the costs of maintaining and operating an office and any necessary sub office and (III) all necessary camps, including housing facilities allowance for employees, used for Operations. The expense of those facilities, less any revenue there from, shall include depreciation or a fair monthly rental overhead in lieu of depreciation accordance with Section 2.13 of the investmentAccounting Procedure; (d) All all expenses incurred relative to the sale of Products, including an allowance for commissions at rates, rates which are normal and customary in the industry.; (e) All all amounts payable to the Operator remaining Participant or its Affiliates during Mining pursuant to the Agreement or under any applicable operating or similar agreement in force with respect thereto; (f) The actual cost of. the amount of Capital Contributions and other costs of investment under made before the Agreement but prior to beginning of Mining, which shall include including all expenditures Capital Contributions for Exploration and Development of the Properties.Property made by the non-withdrawing Participant both prior and subsequent to the withdrawing Participant acquiring an NIP Royalty; (g) Interest interest on monies borrowed or advanced for costs and expenses, but in no event in excess of the maximum permitted by law; (h) An allowance for reasonable working capital and inventory; (i) Cost of funding environmental compliance; Actual costs of Operations; and (k) Rental, royalty, production and purchase payments.at an annual rate equal to

Income and Expenses. Net Proceeds shall be calculated by deducting from the Gross Revenue (as defined below) realized (or deemed to be realized), such costs and expenses attributable to Exploration, Development, Mining, the marketing of Products and other Operations as would be deductible under generally accepted accounting principles and practices consistently applied, including without limitation: (a) All costs and expenses of replacing, expanding, modifying, altering or changing from time to time the Mining facilities. Costs and expenses of improvements (such as haulage ways or mill facilities) that are also used in connection with workings other than the Properties shall be charged to the Properties only in the proportion that theft their use in connection with the Properties bears to their total use; (b) Ad valorem real property and unsecured personal property taxes, and all taxes, other than income taxes, applicable to Mining of the Properties, including without limitation all state mining taxes, sales taxes, severance taxes, license fees and governmental levies of a similar nature; (c) A pro rata portion Allowance for overhead in accordance with Paragraph 2.13 of (I) the salaries and expenses of employees serving Operations whose time is not allocated directly to such Operations, and (III) the costs of maintaining and operating an office and any necessary sub office and (III) all necessary camps, including housing facilities for employees, used for Operations. The expense of those facilities, less any revenue there from, shall include depreciation or a fair monthly rental in lieu of depreciation of the investmentExhibit B; (d) All expenses incurred relative to the sale of Products, including an allowance for commissions at rates, rates which are normal and customary in the industry.; (e) All amounts payable to the Operator remaining Participant during Mining pursuant to any applicable operating or similar agreement in force with respect thereto; (f) The actual cost of. of investment under the Agreement but prior to beginning of Mining, which shall include all expenditures for Exploration and Development of the Properties.Properties incurred by the non-withdrawing Participant both prior and subsequent to the withdrawing Participant acquiring a Net Proceeds interest; (g) Interest on monies borrowed or advanced for costs and expenses, but in no event in excess of the maximum permitted by law; (h) An allowance for reasonable working capital and inventory; (i) Cost Costs of funding environmental compliance; the Environmental Compliance Fund as provided in Paragraph 2.14 of Exhibit B; (j) Actual costs of Operations; and (k) Rental, royalty, production production, and purchase payments.

Income and Expenses. Net Proceeds shall be calculated by deducting from the Gross Revenue (as defined below) gross revenues realized (or deemed to be realized)) from the sale (or deemed sale) of Products, such costs and expenses attributable to Exploration, Development, Mining, and the marketing of Products and other Operations as would be deductible under generally accepted accounting principles and practices consistently appliedapplied as employed by the Manager of the Properties, including without limitation: (a) All costs and expenses of replacing, expanding, modifying, altering or changing from time to time the Mining facilities. Costs and expenses of improvements (such as haulage ways or mill facilities) that are also used in connection with workings other than the Properties shall be charged to the Properties only in the proportion that theft their use in connection with the Properties bears to their total use;. (b) Ad valorem real property and unsecured personal property taxes, and all taxes, other than income taxes, applicable to Mining of the Properties, including without limitation all state mining taxes, sales taxes, severance taxes, royalties, license fees and governmental levies of a similar nature;. (c) A pro rata portion of (I) the salaries and expenses of employees serving Operations whose time is not allocated directly to such Operations, and (III) the costs of maintaining and operating an office and any necessary sub office and (III) all necessary camps, including housing facilities Allowance for employees, used for Operations. The expense of those facilities, less any revenue there from, shall include depreciation or a fair monthly rental overhead in lieu of depreciation accordance with Section 2.12 of the investment;Accounting Procedure. (d) All expenses incurred relative to the sale of Products, including an allowance for commissions at rates, rates which are normal and customary in the industry. (e) All amounts payable to the Operator remaining Member during Mining pursuant to any applicable operating or similar agreement in force with respect thereto;. (f) The actual cost of. of investment under the Agreement but prior to beginning of Mining, Mining which shall include all expenditures for Exploration and Development of the PropertiesProperties incurred by the non- resigning Member subsequent to the resigning Member acquiring a Net Proceeds interest. (g) Interest on monies borrowed or advanced for costs and expenses, at an annual rate equal to percentage points above the Prime Rate, but in no event in excess of the maximum permitted by law;. (h) An allowance for reasonable working capital and inventory;. (i) Cost [Costs of funding environmental compliance; the Environmental Compliance Fund as provided in the Accounting Procedure.]43 (j) Actual costs of Operations; and (k) Rental, royalty, production . note 14. 43 Environmental and purchase payments.Continuing Obligation provisions have been included from Form 5A LLC. See supra

Income and Expenses. Net Proceeds shall be calculated by deducting from the Gross Revenue (as defined below) realized (or deemed to be realized), such costs and expenses attributable to Exploration, Development, Mining, the marketing of Products and other Operations as would be deductible under generally accepted accounting principles and practices consistently applied, including without limitation: (a) All costs and expenses of replacing, expanding, modifying, altering or changing from time to time the Mining facilities. Costs and expenses of improvements (such as haulage ways or mill facilities) that are also used in connection with workings other than the Properties shall be charged to the Properties only in the proportion that theft their use in connection with the Properties bears to their total use; (b) Ad valorem real property and unsecured personal property taxes, and all taxes, other than income taxes, applicable to Mining of the Properties, including without limitation all state mining taxes, sales taxes, severance taxes, license fees and governmental levies of a similar nature; (c) A pro rata portion of (I) the salaries and expenses of employees serving Operations whose time is not allocated directly to such Operations, and (III) the costs of maintaining and operating an office and any necessary sub office and (III) all necessary camps, including housing facilities Allowance for employees, used for Operations. The expense of those facilities, less any revenue there from, shall include depreciation or a fair monthly rental overhead in lieu of depreciation of the investmentaccordance with PARAGRAPH 2.13 OF EXHIBIT B; (d) All expenses incurred relative to the sale of Products, including an allowance for commissions at rates, rates which are normal and customary in the industry.; (e) All amounts payable to the Operator remaining Participant during Mining pursuant to any applicable operating or similar agreement in force with respect thereto; (f) The actual cost of. of investment under the Agreement but prior to beginning of Mining, which shall include all expenditures for Exploration and Development of the Properties.Properties incurred by the non-withdrawing Participant both prior and subsequent to the withdrawing Participant acquiring a Net Proceeds interest; (g) Interest on monies borrowed or advanced for costs and expenses, but in no event in excess of the maximum permitted by law; (h) An allowance for reasonable working capital and inventory; (i) Cost Costs of funding environmental compliance; the Environmental Compliance Fund as provided in PARAGRAPH 2.14 OF EXHIBIT B; (j) Actual costs of Operations; and (k) Rental, royalty, production production, and purchase payments.

Income and Expenses. Net Proceeds Profits Interest shall be calculated by deducting from the Gross Revenue (as defined below) realized (or deemed to be realized), such costs and expenses attributable to Exploration, Development, Mining, the marketing of Products and other Operations as would be deductible under generally accepted accounting principles and practices consistently applied, including without limitation: (a) All costs and expenses of replacing, expanding, modifying, altering or changing from time to time the Mining facilities. Costs and expenses of improvements (such as haulage ways or mill facilities) that are also used in connection with workings other than the Properties Project shall be charged to the Properties Project only in the proportion that theft their use in connection with the Properties Project bears to their total use; (b) Ad valorem real property and unsecured personal property taxes, and all taxes, other than income taxes, applicable to Mining of the PropertiesProject, including without limitation all state mining taxes, sales taxes, severance taxes, license fees and governmental levies of a similar nature; (c) A pro rata portion of (I) the salaries and expenses of employees serving Operations whose time is not allocated directly to such Operations, and (III) the costs of maintaining and operating an office and any necessary sub office and (III) all necessary camps, including housing facilities Allowance for employees, used for Operations. The expense of those facilities, less any revenue there from, shall include depreciation or a fair monthly rental in lieu of depreciation of the investmentproject overhead; (d) All expenses incurred relative to the sale of Products, including an allowance for commissions at rates, rates which are normal and customary in the industry.; (e) All amounts payable to the Operator remaining Party during Mining pursuant to any applicable operating or similar agreement in force with respect thereto; (f) The actual cost of. of investment under the Agreement but prior to beginning of Mining, which shall include all expenditures for Exploration and Development of the Properties.Project incurred by the non-withdrawing Party both prior and subsequent to the withdrawing Party acquiring a Net Profits Interest; (g) Interest on monies borrowed or advanced for costs and expenses, but in no event in excess of the maximum permitted by lawlaw (interest on equity contributions will not be included); (h) An allowance for reasonable working capital and inventory; (i) Cost Costs of funding environmental compliance; Environmental Compliance; (j) Actual costs of Operations; and (k) Rental, royalty, production production, and purchase payments.

Income and Expenses. Net Proceeds Profits shall be calculated by deducting from the Gross Revenue (as defined below) realized (or deemed to be realized), such costs and expenses attributable to Exploration, Development, Mining, the marketing of Products and other Operations as would be deductible under generally accepted accounting principles and practices consistently applied, including without limitation: (a) All costs and expenses of replacing, expanding, modifying, altering or changing from time to time the Mining facilities. Costs and expenses of improvements (such as haulage ways or mill facilities) that are also used in connection with workings other than the Properties shall be charged to the Properties only in the proportion that theft their use in connection with the Properties bears to their total use; (b) Ad valorem real property and unsecured personal property taxes, and all taxes, other than income taxes, applicable to Mining of the Properties, including without limitation all state mining taxes, sales taxes, severance taxes, license fees and governmental levies of a similar nature; (c) A pro rata portion of (I) the salaries and expenses of employees serving Operations whose time is not allocated directly to such Operations, and (III) the costs of maintaining and operating an office and any necessary sub office and (III) all necessary camps, including housing facilities Allowance for employees, used for Operations. The expense of those facilities, less any revenue there from, shall include depreciation or a fair monthly rental overhead in lieu of depreciation of the investmentaccordance with Section 6; (d) All expenses incurred relative to the sale of Products, including an allowance for commissions at rates, which are normal and customary in the industry.; (e) All amounts payable to the Operator remaining Participant during Mining pursuant to any applicable operating or similar agreement in force with respect thereto; (f) The actual cost of. of investment under the Agreement but prior to beginning of Mining, which shall include all expenditures for Exploration and Development of the Properties.Properties incurred by the non-withdrawing Participant both prior and subsequent to the withdrawing Participant acquiring a Net Profits interest; (g) Interest on monies borrowed or advanced for costs and expenses, but in no event in excess of the maximum permitted by law; (h) An allowance for reasonable working capital and inventory; (i) Cost Costs of funding environmental compliance; the Environmental Compliance Fund as provided in Section 6; (j) Actual costs of Operations; and (k) Rental, royalty, production production, and purchase payments.

Income and Expenses. Net Proceeds shall be calculated by deducting from the Gross Revenue (as defined below) realized (or deemed to be realized), such costs and expenses attributable to Exploration, Development, Mining, the marketing of Products and other Operations as would be deductible under generally accepted accounting principles and practices consistently applied, including without limitation: (a) All costs and expenses of replacing, expanding, modifying, altering or changing from time to time the Mining facilities. Costs and expenses of improvements (such as haulage ways or mill facilities) that are also used in connection with workings other than the Properties shall be charged to the Properties only in the proportion that theft their use in connection with the Properties bears to their total use; (b) Ad valorem real property and unsecured personal property taxes, and all taxes, other than income taxes, applicable to Mining of the Properties, including without limitation all state mining taxes, sales taxes, severance taxes, license fees and governmental levies of a similar nature; (c) A pro rata portion Allowance for overhead in accordance with Paragraph 2.13 of (I) the salaries and expenses of employees serving Operations whose time is not allocated directly to such Operations, and (III) the costs of maintaining and operating an office and any necessary sub office and (III) all necessary camps, including housing facilities for employees, used for Operations. The expense of those facilities, less any revenue there from, shall include depreciation or a fair monthly rental in lieu of depreciation of the investmentExhibit B; (d) All expenses incurred relative to the sale of Products, including an allowance for commissions at rates, rates which are normal and customary in the industry.; (e) All amounts payable to the Operator remaining Member during Mining pursuant to any applicable operating or similar agreement in force with respect thereto; (f) The actual cost of. of investment under the Agreement but prior to beginning of Mining, which shall include all expenditures for Exploration and Development of the Properties.Properties incurred by the non-withdrawing Member both prior and subsequent to the withdrawing Member acquiring a Net Proceeds interest; EXHIBIT E (g) Interest on monies borrowed or advanced for costs and expenses, but in no event in excess of the maximum permitted by law; (h) An allowance for reasonable working capital and inventory; (i) Cost Costs of funding environmental compliance; the Environmental Compliance Fund as provided in Paragraph 2.14 of Exhibit B; (j) Actual costs of Operations; and (k) Rental, royalty, production production, and purchase payments. For purposes hereof, the term “Gross Revenue” shall be determined under generally accepted accounting principles as the sum of (i) gross receipts from sale of Products, less any charges for sampling, assaying, or penalties; (ii) gross receipts from the sale or other disposition of Assets; (iii) insurance proceeds; (iv) compensation for expropriation of Assets; and (v) judgment proceeds. Gross receipts for sale of Products shall be determined by the actual proceeds received for the sale of such Products. It is intended that the remaining Member shall recoup from Gross Revenue all of its on-going contributions for Exploration, Development, Mining, Expansion and Modification and marketing Products before any Net Proceeds are distributed to any person holding a Net Proceeds interest. No deduction shall be made for income taxes, depreciation, amortization or depletion. If in any year after the beginning of Mining of the Properties an operating loss relative thereto is incurred, the amount thereof shall be considered as and be included with outstanding costs and expenses and carried forward in determining Net Proceeds for subsequent periods. If Products are processed by the remaining Member, or are sold to an Affiliate of the remaining Member, then, for purposes of calculating Net Proceeds, such Products shall be deemed conclusively to have been sold at a price equal to fair market value to arm’s length purchaser FOB the concentrator for the Properties, and Net Proceeds relative thereto shall be calculated without reference to any profits or losses attributable to smelting or refining.

Income and Expenses. Net Proceeds shall be calculated by deducting from the Gross Revenue (as defined below) gross revenues realized (or deemed to be realized)) from the sale (or deemed sale) of Products, such costs and expenses attributable to Exploration, Development, Mining, and the marketing of Products and other Operations as would be deductible under generally accepted accounting principles and practices consistently appliedapplied as employed by the Manager of the Properties, including without limitation: (a) All costs and expenses of replacing, expanding, modifying, altering or changing from time to time the Mining facilities. Costs and expenses of improvements (such as haulage ways or mill facilities) that are also used in connection with workings other than the Properties shall be charged to the Properties only in the proportion that theft their use in connection with the Properties bears to their total use;. (b) Ad valorem real property and unsecured personal property taxes, and all taxes, other than income taxes, applicable to Mining of the Properties, including without limitation all state mining taxes, sales taxes, severance taxes, royalties, license fees and governmental levies of a similar nature;. (c) A pro rata portion of (I) the salaries and expenses of employees serving Operations whose time is not allocated directly to such Operations, and (III) the costs of maintaining and operating an office and any necessary sub office and (III) all necessary camps, including housing facilities Allowance for employees, used for Operations. The expense of those facilities, less any revenue there from, shall include depreciation or a fair monthly rental overhead in lieu of depreciation accordance with Section 2.12 of the investment;Accounting Procedure. (d) All expenses incurred relative to the sale of Products, including an allowance for commissions at rates, rates which are normal and customary in the industry. (e) All amounts payable to the Operator Manager of the Propertiesremaining Member during Mining pursuant to any applicable operating or similar agreement in force with respect thereto;. (f) The actual cost of. of investment under the Agreement but prior to beginning of Mining, Mining which shall include all expenditures for Exploration and Development of the PropertiesProperties incurred by the nonwithdrawing Participantnon-resigning Member subsequent to the withdrawing Participantresigning Member acquiring a Net Proceeds interest. (g) Interest on monies borrowed or advanced for costs and expenses, at an annual rate equal to percentage points above the Prime Rate, but in no event in excess of the maximum permitted by law;. (h) An allowance for reasonable working capital and inventory;. (i) Cost Reasonably anticipated reclamation costs.[Costs of funding environmental compliance; the Environmental Compliance Fund as provided in the Accounting Procedure.]43 43 Environmental and Continuing Obligation provisions have been included from Form 5A LLC. See supra (j) Actual costs of Operations; and. (k) Rental, royalty, production production, and purchase payments. It is intended that the Manager of the Propertiesremaining Member shall recoup from net cash flow all of its contributions for Exploration, Development, Mining, and marketing Products before any Net Proceeds are distributed to any person holding a Net Proceeds interest. No deduction shall be made for income taxes, depreciation, amortization or depletion. If in any year after the beginning of Mining of the Properties an operating loss relative thereto is incurred, the amount thereof shall be considered as and be included with outstanding costs and expenses and carried forward in determining Net Proceeds for subsequent periods. If Products are processed by the Manager of the Propertiesremaining Member, or are sold to an Affiliate of the Managerremaining Member, then, for purposes of calculating Net Proceeds, such Products shall be deemed conclusively to have been sold at a price equal to fair market value to arm'’s length purchasers FOB the concentrator for the Properties, and Net Proceeds relative thereto shall be calculated without reference to any profits or losses attributable to smelting or refining.