Gold Stream Agreement

between

OMF Fund III (Ra) LLC as an Original Purchaser

and

Nomad Royalty Company Ltd as an Original Purchaser

Orion Merchant Services LLC as Agent

and

Ivanplats (Pty) Ltd as Project Company and Guarantor

and

Ivanhoe Mines SA (Pty) Ltd as Seller

and

Ivanplats Holding S.á r.l. as Guarantor

1.	INTERPRETATION1
2.	PURCHASE AND SALE 39
3.	PREPAYMENT 45
4.	TERM 51
5.	REPORTING; BOOKS AND RECORDS; INSPECTIONS52
6.	COVENANTS57
7.	TRANSFERS OF INTERESTS AND ASSIGNMENT 65
8.	SECURITY AND GUARANTEES71
9.	REPRESENTATIONS AND WARRANTIES 78
10.	PROJECT ENTITY EVENTS OF DEFAULT AND MATERIAL BREACH EVENTS83
11.	PURCHASER EVENTS OF DEFAULT 90
12.	TAXES94
13.	INDEMNITIES97
14.	THE AGENT 98
15.	GENERAL100
	SCHEDULE 1 ORIGINAL PURCHASERS 110
	SCHEDULE 2 CONSTRUCTION BUDGET111
	SCHEDULE 3 OWNED AND LEASED PROPERTIES112
	SCHEDULE 4 FORM OF [PROJECT ENTITY EVENT OF DEFAULT / MATERIAL BREACH EVENT] NOTICE114
	SCHEDULE 5 GROUP STRUCTURE CHART 115
	SCHEDULE 6 MINING AREA116
	SCHEDULE 7 HEDGING POLICY118
	SCHEDULE 8 FORM OF OPERATION AND PRODUCTION REPORT119
	SCHEDULE 9 FORM OF STREAM ACCESSION DEED120
	SCHEDULE 10 FORM OF STREAM TRANSFER CERTIFICATE122
	SCHEDULE 11 FORM OF OFFICER'S CERTIFICATE125

SCHEDULE 12 DATA ROOM INDEX 126
SCHEDULE 13 FORM OF ANNUAL MONITORING REPORT 127
SCHEDULE 14 SAMPLE EARLY TERMINATION AMOUNT CALCULATIONS128
SCHEDULE 15 TAIL MINING AREA129
SCHEDULE 16 FORM OF MONTHLY CONSTRUCTION REPORT 131

BETWEEN:

(1) THE ENTITIES IDENTIFIED IN SCHEDULE 1 (ORIGINAL PURCHASERS), as original purchasers (each such entity, an "Original Purchaser");
(2) ORION MERCHANT SERVICES LLC, acting in its capacity as agent for the Purchasers (the "Agent"), registered in Delaware and having its registered office at 251 Little Falls Drive, Wilmington, DE 19808;
(3) IVANPLATS (PTY) LTD, (the "Project Company"), registered in the Republic of South Africa as company number 1988/000334/07 and having its registered office at 82 on Maude, 2nd Floor, Maude Street, Sandton 2146, South Africa;
(4) IVANHOE MINES SA (PTY) LTD, (the "Seller"), registered in the Republic of South Africa as company number 2004/016226/07 and having its registered office at 82 on Maude, 2nd Floor, Maude Street, Sandton 2146, South Africa; and
(5) IVANPLATS HOLDING S.Á R.L., ("Ivanplats Holding"), registered in Luxembourg as company number B 173483 and having its registered office at 2A, rue Nicolas Bové, L-1253 Luxembourg.

BACKGROUND:

WHEREAS the Seller has agreed to sell to the Purchasers, and the Purchasers have agreed to purchase from the Seller, Refined Gold, subject to and in accordance with the terms and conditions of this Agreement; and

NOW THEREFORE in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties hereto, the Parties mutually agree as follows:

1. INTERPRETATION

1.1 Definitions

In this Agreement, including in the recitals and schedules hereto:

"Abandonment Property" has the meaning given to it in Clause 6.8.

"Additional Guarantor" means:

(A) each Additional Shareholder Guarantor; and
(B) each Additional Subsidiary Guarantor.

"Additional Project Expansion" means, once the Project has achieved production of at least 5,000,000 tonnes of ore processing per annum, any further development of the Project.

"Additional Shared Collateral" means, subject to the terms of the Intercreditor Agreement, any Encumbrance created in connection with the terms of a Project Senior Financing in respect of any of the following:

[assets redacted – commercially sensitive information]

"Additional Shared Senior Security Document" means a security agreement (howsoever described) entered into in respect of Additional Shared Collateral and designated as an "Additional Shared Senior Security Document" pursuant to the terms of the Intercreditor Agreement.

"Additional Shareholder Guarantor" means:

(A) [entity redacted commercially sensitive information];
(B) any Person which succeeds ITC or Ivanplats Holding (or any of their successors) as a shareholder of the Project Company pursuant to Clause 8.9(C), Clause 7.2(B) or [clause redacted – commercially sensitive information];
(C) any Person which becomes a shareholder of the Project Company and is required to provide a guarantee pursuant to Clause 8.3(A); and
(D) solely if applicable pursuant to Clause 8.3(A)(3), any Person holding shares directly in the Seller (and any Person which succeeds that Person as a shareholder of the Seller pursuant to Clause 7.2(B)),

in each case, subject to the terms of this Agreement (and excluding, for the avoidance of doubt, any B-BEE Shareholder).

"Additional Stream Agreement" means any agreement (other than this Agreement, the PGE Stream Agreement or a royalty agreement with Itochu Corporation, ITC or any of their affiliates as contemplated by clause 25 (Conversion to Net Smelter Royalty) of the Consolidated Investors Agreement as at the date of this Agreement) granting a Production Interest in each case in respect of any Minerals to any Person(s) who is not at any time during the term of such agreement a Related Party of any Group Member:

(A) which has a purchase price or deposit (howsoever defined) paid by or on behalf of such Person(s), which, in aggregate with each other Additional Stream Agreement and each "Additional Stream Agreement" as defined in the PGE Stream Agreement entered into at any time (whether or not still in effect), does not exceed US\$ 300,000,000;
(B) which provides that the secured Additional Stream Obligations created thereunder shall at all times rank pari passu with the Stream Obligations and the PGE Stream Obligations in respect of payments and deliveries, and shall, until the Security Release Date, rank pari passu with the Stream Obligations and the PGE Stream Obligations in respect of all other matters including distribution of proceeds of enforcement of security;
(C) which at all times is on arm's length terms; and
(D) in respect of which such Person(s) has acceded to the Intercreditor Agreement on terms acceptable to the Agent (acting on the instructions of the Majority Purchasers (each Purchaser acting reasonably)).

"Additional Stream Obligations" means any obligations owed to the relevant purchaser(s), whether actual or contingent, direct or indirect, matured or not, in respect of any Additional Stream Agreement.

"Additional Subsidiary Guarantor" means, subject to the terms of Clause 8.3(A), any Material Subsidiary of the Project Company from time to time.

"Affiliate" means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, or is Controlled by, or is under common Control with, such person.

"Aggregate Net Value of Refined Gold Delivered" means the aggregate sum of all Net Monthly Values of Refined Gold Delivered.

"Agreement" means this purchase and sale agreement and all attached schedules, in each case as the same may be amended, restated, amended and restated, supplemented, modified or superseded from time to time in accordance with the terms hereof.

"Annual Compliance Certificate" means a certificate signed by an authorized senior officer of the Seller certifying that as of the date of such certificate:

(A) each of the Group Members has complied in all material respects with its covenants and obligations under this Agreement and the other Stream Documents to which it is a party; and
(B) no Project Entity Event of Default or Material Breach Event has occurred and is continuing,

in each case, except as specified in such certificate, together with all material information relating to such exception, including, if applicable, any action which the Group Members have taken or propose to take with respect thereto.

"Annual Monitoring Report" means a written report prepared by the Project Company, in connection with the Project Company's performance in respect of the IFC Performance Standards in accordance with Clause 6.1(H), incorporating inputs from suitably qualified third party consultants, where appropriate, in accordance with Performance Standard 1 of the IFC Performance Standards, and which, until the Completion Date, shall be substantially in a form set out in Schedule 13 (Form of Annual Monitoring Report) and thereafter which shall be in such form as is generally adopted in connection with Performance Standard 1.

"Anti-Corruption Laws" means the Prevention and Combating of Corrupt Activities Act, No. 12 of 2004, the United Kingdom Bribery Act 2010, and the United States Foreign Corrupt Practices Act of 1977 (which shall each be deemed, for the purposes of this Agreement, to apply to each Group Member as if it was subject to such laws in all respects) and all other laws, rules, and regulations of any jurisdiction applicable to the Project Entities or any Guarantor from time to time concerning or relating to bribery or corruption.

"Anti-Corruption Policy" means the anti-bribery and anti-corruption policy of the Group Members with effect on and as from the date of this Agreement, as the same may be amended, revised, supplemented or replaced from time to time in accordance with Clause 6.3.

"Anti-Money Laundering Laws" means the Prevention of Organised Crime Act, No. 121 of 1998, the Financial Intelligence Centre Act, No. 38 of 2001 and the Protection of Constitutional Democracy Against Terrorist and Related Activities Act, No. 33 of 2004, and other applicable anti-money laundering, anti-terrorist financing, government sanction and 'Know Your Client' Applicable Laws, whether within the Republic of South Africa or, to the extent applicable to a Group Member, elsewhere, including any regulations, guidelines or orders thereunder.

"Applicable Law" means any law (including constitutional, statutory, common law and equity), legislation or statute including any international or other treaty, any domestic or foreign constitution or any multinational, federal, provincial, territorial, state, municipal, county or local statute, law, ordinance, code, rule, regulation, Order (including any securities laws or requirements of stock exchanges and any consent, decree or administrative Order), or Licence of a Governmental Body, including any change in the interpretation of, or application of any of the foregoing (including the characterisation or re-characterisation of any of the Stream Documents and the transactions contemplated thereunder), in each case to the extent applicable to and legally binding upon or having the force of law over any specified Person, property, transaction or event, or any of such Person's property or assets.

"Arbitration Rules" has the meaning given to it in Clause 15.1.

"Bank Indemnity" means the agreement entitled "Bank Indemnity Agreement" entered into between the relevant South African bank identified in the Intercreditor Agreement and the Security SPV, in terms of which such bank has agreed or shall agree to indemnify the Security SPV against all and any claims which may be made against the Security SPV by the Agent or a Purchaser arising in any manner whatsoever out of, or in connection with, the Security SPV Guarantee.

"B-BBEE" means broad-based black economic empowerment as contemplated in the B-BBEE Act.

"B-BBEE Act" means the South African Broad-Based Black Economic Empowerment Act, No. 53 of 2003.

"B-BBEE Legislation" means each and all of:

(A) the relevant provisions of the MPRDA;
(B) the B-BBEE Act; and
(C) the Mining Code.

"B-BBEE Requirements" means the B-BBEE requirements applicable from time to time to entities in the minerals industry, as contained in the B-BBEE Legislation, material terms and conditions of the Mining Right and conditions and requirements otherwise imposed by the DMRE in so far as they apply to the minerals industry.

"B-BBEE Shareholder" means K2014089596 (South Africa) (RF) Proprietary Limited.

"B-BBEE Status" means the B-BBEE status or rating of a Person under the B-BBEE Legislation.

"Board" means the board of directors of the Project Company.

"Business" means the business of the Project Company as set forth in the Mine Plan, being developing, constructing, owning, operating, and extracting mineral resources from, the Mine (including the ownership of all assets and possession of Licences and rights (including the Mining Right) required for, such business).

"Business Day" means any day, other than (A) a Saturday, Sunday or statutory holiday in any one of Johannesburg, Republic of South Africa, New York City, New York or London, England, or (B) a day on which banks are generally closed in any one of those cities.

"Carve-Out Activities" means the development of a water treatment plant, electricity generation plant (and associated supply infrastructure) and / or refinery or smelter which in each case is to be used to provide utilities or refining or smelting services (as applicable) to the Project.

"Carve-Out Financing" means any financing entered into by a Carve-Out Company provided that it meets the Carve-Out Financing Conditions.

"Carve-Out Financing Conditions" means:

(A) the purpose of the financing is solely to fund the Carve-Out Activities;
(B) the Project Company and the Carve-Out Company shall enter into an offtake agreement on arm's length commercial terms in respect of any utilities or services provided by a Carve-Out Company to the Project Company;
(C) until the Security Release Date, and solely to the extent that the same is required pursuant to the terms of any Project Senior Financing, the Project Company and the Carve-Out Company shall enter into a direct agreement with the Security SPV, in form and substance satisfactory to the Intercreditor Agent in accordance with the terms of the Intercreditor Agreement providing for, inter alia, restrictions on rights of the applicable Carve-Out Company to terminate, suspend or otherwise restrict the provision of utilities or services to the Project Company; and
(D) if the Carve-Out Activity relates to the generation or supply of electricity, the Project shall at all times remain connected to the national electricity grid.

"Carve-Out Company" means any direct or indirect Subsidiary of Ivanhoe Mines (excluding the Project Company and the Seller).

"Cession in Security (Project Company)" means the South African law governed cession in security agreement amongst the Security SPV and the Project Company, in terms of which the Project Company cedes in securitatem debiti certain of its assets listed therein, including its book debts, onshore bank accounts, insurance proceeds (other than in respect of third party liability insurances), Material Contracts to which it is party and intercompany loans (if any), in accordance with the terms of that security agreement.

"Change of Control" of a Person (the "Subject Person") means the consummation of any transaction or related series of transactions, including any consolidation, business combination, arrangement, amalgamation or merger or any issue, Transfer or acquisition of securities, the result of which is that any other Person (other than an Affiliate of the Subject Person) or group of other Persons (other than an Affiliate of the Subject Person) acting jointly or in concert for purposes of such transaction or related series of transactions acquires Control, directly or indirectly, of the Subject Person or otherwise acquires Control, directly or indirectly and including by acting with a group of other Persons, of the Subject Person; provided that a Change of Control of any Group Member or Purchaser shall not include:

(A) a change in the beneficial ownership of voting securities of any of the Project Entities or a Purchaser (or a holding company thereof), or acquisition of Control of the Project Entities or a Purchaser (or a holding company thereof), if the common shares of any of the Project Entities or a Purchaser (or a holding company thereof) are listed on a public securities exchange at the completion of such transaction (after which, in relation to the Project Entities, if the listed entity is not Ivanhoe Mines, such listed entity shall be regarded as the "Parent");
(B) a change in the beneficial ownership of voting securities of the Parent or a Purchaser or a listed holding company of a Purchaser if such securities were listed on a public securities exchange immediately prior to the completion of such transaction;
(C) acquisition of Control of the Parent or a Purchaser or any listed holding company of a Purchaser, if such change or acquisition results from the acquisition by a Person or Persons acting in concert of more than 50% of the voting securities of the Parent or such Purchaser or holding company, which were listed on a public securities exchange immediately prior to the completion of such transaction; and

(D) in relation to the Project Entities, a change in the beneficial ownership of a B-BBEE Shareholder's securities and/or interests in any Group Member in any way,

if, in respect of paragraphs (A)-(D), any Person, or Persons acting in concert, acquiring such securities and/or interests is not at the time of any such acquisition a Sanctioned Person.

"Collateral" means, subject to the terms of the Intercreditor Agreement and subject to and as specified in the relevant Security Documents:

(A) the Project Real Property;
(B) 100% of Ivanplats Holding's [redacted commercially sensitive information] interests in the share capital of the Project Company, and any related rights, from time to time
(C) once the Share Pledge Agreement (ITC Platinum) [redacted commercially sensitive information] is in full force and effect, 100% of ITC's [redacted] interests in the share capital of the Project Company, and any related rights, from time to time;
(D) the movable property of the Project Company;
(E) any presently held and future acquired undertaking, property and assets of the Project Company, including but not limited to tangible and intangible real and personal property and assets, including (amongst other things):
(1) all onshore and, if any, offshore bank accounts,
(2) claims and receivables,
(3) insurance proceeds (other than in respect of third party liability insurances),
(4) cash and cash equivalents,
(5) intercompany loans (including any intercompany loans made pursuant to the Consolidated Investors Agreement or the Intra-Group Loan Agreement),
(F) in respect of the Seller, intercompany loans and offtake agreements between the Project Company and Seller (including the Intra-Group Offtake Agreement, the Intra-Group Loan Agreement and any loan made under the Intra-Group Loan Agreement); and
(G) to the extent and for so long as provided as security or collateral to the Security SPV or any other Person in connection with the Project Senior Financing, any Additional Shared Collateral,

but excludes:

(1) any Project Real Property to the extent that such Project Real Property is sold, transferred or otherwise disposed of as a Permitted Asset Disposition;
(2) any Mining Equipment subject to a Permitted Encumbrance in connection with Debt advanced pursuant to paragraph (A)(10) of the definition of "Permitted Debt and Obligations";
(3) any Relevant Amenity (except where (1) any Encumbrances granted in connection therewith are granted in favour of the Security SPV and (2) the relevant

finance providers accede to the Intercreditor Agreement in order to receive the benefit of common security granted under the Security Documents);

(4) any other undertakings, property and assets which are expressed not to constitute Collateral, or are otherwise released from the Collateral from time to time, pursuant to the terms of the Intercreditor Agreement and/or the Security Documents;
(5) such other undertakings, property and assets as the Agent has agreed in writing from time to time are to be so excluded; and
(6) the Consolidated Investors Agreement (except to the extent that any rights under or in connection with it constitute "Additional Shared Collateral" from time to time),

(items (1) to (6) together constituting, the "Excluded Property").

"Commencement of Shaft 2 Sinking" means the point at which:

(A) design work for the Shaft 2 Sinking is sufficiently progressed to enable construction of the Shaft 2 Sinking to commence in accordance with Good Industry Practice;
(B) the Board has resolved unconditionally to proceed with and complete the development and construction of the Shaft 2 Sinking including the funding plan in respect of it;
(C) the Project Company has entered into unconditional contracts (which are in full force and effect), including the Headgear Contract, with a party that is not an Affiliate or Related Party of the Project Company for an aggregate of at least US\$[redacted] of capital expenditure in relation to the Shaft 2 Sinking;
(D) the notice to proceed (howsoever defined) has been issued under the Headgear Contract and the Headgear Contract primary contractor has mobilised on site; and
(E) in respect of Shaft 2 Sinking, the Project Company has entered into at least a framework shaft-sinking agreement.

"Commingling Plan" has the meaning set out in Clause 6.2(B).

"Commitment" means, with respect to any Purchaser, the amount of the Prepayment Amount paid, or to be paid by, or otherwise attributable to, such Purchaser (with each Original Purchaser's initial Commitments being as set out beside such Original Purchaser's name in Schedule 1 (Original Purchasers)).

"Community Cashflow Instrument" means the "Platreef Community Cashflow Instrument" dated 25 June 2014 and made between Platreef Resources Proprietary Limited and The Trustees for the time being of the Platreef Communities Umbrella Trust.

"Companies Act" means the Companies Act, No. 71 of 2008 of the Republic of South Africa, together with the Companies Regulations 2011, promulgated thereunder.

"Completion Date" means the first day of the calendar month immediately following the first period of three consecutive calendar months during which the Project achieves production through the concentrator equal to or greater than 85% of 700,000 tonnes of ore processing per annum.

"Completion Longstop Date" means 31 December 2028.

"Confidential Information" means the terms contained in the Key Transaction Documents and all information, documents, data, knowledge and know-how (in whatever form and however communicated or maintained and whether marked confidential or not) relating, directly or indirectly, to the disclosing Party, the Project, its subsidiaries and its or their assets (including, without limitation, any documents or notes relating thereto) that is delivered or disclosed by the disclosing Party or by any of its officers, directors, employees, partners, co-venturers, agents or affiliates to the Receiving Party in writing, electronically, verbally or through visual means or which the Receiving Party obtains naturally, through observation or through analyses, interpretations, compilations, studies or evaluations of such information, data, knowledge or know-how and includes any and all information or documents that were disclosed by or on behalf of the disclosing Party prior to the date of this Agreement, but does not include such information, data, knowledge or knowhow, as shown by written records, that is in the Receiving Party's or its affiliates' possession prior to disclosure thereof by the disclosing Party to the Receiving Party, is in the public domain prior to the disclosure thereof by the disclosing Party to the Receiving Party or lawfully enters the public domain through no violation of this Agreement after disclosure thereof by the disclosing Party to the Receiving Party or becomes available to the Receiving Party on a non-confidential basis from a source other than the disclosing Party who is not, to the Receiving Party's knowledge, after enquiry, under any obligation of confidentiality to the disclosing Party.

"Consolidated Investors Agreement" means the agreement dated on or about 25 June 2014 entered into between, inter alios, Ivanplats Holding, ITC, Itochu Corporation and Ivanhoe Mines (as the same may be amended, supplemented or modified from time to time).

"Consolidation Order" has the meaning given to it in Clause 15.1(B)(1).

"Construction Budget" means the annual budget for the construction of phase 1 of the Project as approved by the Board, as set forth at Schedule 2 (Construction Budget), as the same may be amended, revised, supplemented or replaced from time to time.

"Contract" means any agreement, contract, lease, licence or mineral claim, and includes, without limitation, (A) any unilateral instrument such as a mortgage, deed of trust, debenture, note or indenture, provided the same creates a legally valid and binding contractual obligation of the grantor thereunder, enforceable by the grantee in accordance with its terms and (B) any agreements, contracts, licences, servitudes, easements or mineral claims.

"Control" means, without limiting the generality of the term, in relation to a Person the ability of another Person(s), directly or indirectly, to ensure that the activities and business of the first mentioned Person are conducted in accordance with the wishes of the latter Person(s), and the latter Person(s) shall be deemed to so control the Person if the latter Person(s) owns, directly or indirectly, the majority of the voting rights in the person and/or, through shareholding or otherwise, controls the composition of the board of directors of the company, and Controlling, Controlled, Controlled by and under common Control with shall be construed accordingly.

"Counter Indemnity Agreement" means, subject to Clause Error! Reference source not found., the counter indemnity agreement entered into between the Project Entities, the relevant Guarantors and the Security SPV on or about the date of this Agreement (and acceded to from time to time) pursuant to which the Project Entities and the relevant Guarantors have agreed or shall agree, among other things, to indemnify the Security SPV against all and any claims which may be made against the Security SPV by the Agent or any Purchaser arising in any manner whatsoever out of, or in connection with, the Security SPV Guarantee.

"Data Room" means the electronic data room codenamed "Ivanhoe Mines" hosted by the "Intralinks" service containing copies of documents and certain other information relating to the Project as of the date of this Agreement, as listed on the index set out in Schedule 12 (Data Room index).

"Debt" means any indebtedness for or in respect of:

(A) moneys borrowed or otherwise owed;
(B) any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;
(C) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;
(D) the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with IFRS, be treated as a finance or capital lease (other than any liability in respect of a lease or hire purchase contract which would, in accordance with IFRS prior to 1 January 2019, have been treated as an operating lease);
(E) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);
(F) any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing;
(G) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account);
(H) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and
(I) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (A) to (H).

"Delivery" means, in respect of a delivery of Refined Gold that such applicable amount of Refined Gold has been credited to the relevant designated metal account of the Agent, deemed to have been made at the Delivery Time on the Delivery Date, in the required manner in accordance with this Agreement.

"Delivery Date" means the date the Refined Gold is credited to the relevant designated metal account of the Agent (in accordance with Clause2.3).

"Delivery Time" means, in respect of a Delivery, at the time the Refined Gold is credited to the relevant designated metal account of the Agent (in accordance with Clause2.3).

"Designated Metal Percentage" means:

(A) until 350,000 (inclusive) ounces of Refined Gold have been delivered (or deemed delivered pursuant to Clause 11.2(C)) to the Agent under this Agreement, in respect of each Outturn or Lot (as applicable), 100%; and

(B) after 350,000 ounces (inclusive) of Refined Gold have been delivered (or deemed delivered pursuant to Clause 11.2(C)) to the Agent under this Agreement, in respect of each Outturn or Lot (as applicable):
(1) if Commencement of Shaft 2 Sinking has occurred on or before 1 January 2027, 80%, or
(2) if Commencement of Shaft 2 Sinking has not occurred on or before 1 January 2027, 100%.

"Disclosure Call" means the call between Orion Resource Partners (USA) LP and the Project Company held on 11 May 2021.

"Discounted EOD Early Termination Amount" means an amount equal to:

(A) the aggregate value of Instalments paid (as such amount is reduced in accordance with the calculation set out below, "Discounted EOD Aggregate Instalment Balance"); PLUS
(B) from the date of the First Instalment until the date the Discounted EOD Aggregate Instalment Balance is reduced to zero:
(1) if the relevant Termination Notice is issued on or before the later of the Completion Date or the Commencement of Shaft 2 Sinking, aggregate compound interest on the then-current Discounted EOD Aggregate Instalment Balance at [redacted]% per annum, calculated and accruing daily and compounding quarterly; or
(2) if the relevant Termination Notice is issued after the later of the Completion Date or the Commencement of Shaft 2 Sinking, aggregate simple interest at [redacted]% per annum, calculated and accruing daily on the then-current Discounted EOD Aggregate Instalment Balance;

such amount of interest, the "Discounted EOD Aggregate Interest Balance"; LESS

(C) the Aggregate Net Value of Refined Gold Delivered; LESS
(D) any Losses already finally and irrevocably recovered (without any right of appeal in respect thereof) under Clause 10.2(A)(2)in respect of any and all Discounted Events of Default continuing at the point of termination for which a Discounted EOD Early Termination Amount can be claimed.

For the purposes of this calculation:

(1) the Net Monthly Value of Refined Gold Delivered shall be calculated monthly and applied as at the end of each calendar month:
(a) first to the Discounted EOD Aggregate Interest Balance; and
(b) second to the Discounted EOD Aggregate Instalment Balance;
(2) the Discounted EOD Aggregate Interest Balance and the Aggregate Net Value of Refined Gold Delivered shall be calculated as at the end of each calendar month, until the Discounted EOD Early Termination Amount is reduced to zero.

Once the Discounted EOD Early Termination Amount is reduced to zero, it shall be fixed at zero.

A sample calculation is attached in Schedule 14 (Sample Early Termination Amount Calculations) for illustrative purposes only and in the event of any conflict or inconsistency between such calculation and the above definition then the above definition shall take precedence.

"Discounted Event of Default" means a Project Entity Event of Default (other than a Full Event of Default).

"DMRE" means the South African Department of Mineral Resources and Energy.

"EBITDA" means, in respect of any relevant period and the relevant Person, its operating profit before taxation (excluding the results from discontinued operations):

(A) before deducting any interest, commission, fees, discounts, premiums or charges and other finance payments whether paid, payable or capitalised by it in respect of that relevant period;
(B) not including any accrued interest owing to it;
(C) after adding back any amount attributable to the amortisation, depreciation of assets;
(D) before taking into account any material items of an unusual or non-recurring nature which represent gains or losses including those arising on:
(1) the restructuring of the activities of an entity and reversals of any provisions for the cost of restructuring;
(2) disposals, revaluations, write downs or impairment of non-current assets or any reversal of any write down or impairment; or
(3) disposals of assets associated with discontinued operations;
(E) before taking into account any unrealised gains or losses on any financial instrument (other than any derivative instrument which is accounted for on a hedge accounting basis); and
(F) before taking into account any gain or loss arising from an upward or downward revaluation of any other asset at any time after the date of this Agreement,

in each case, to the extent added, deducted or taken into account, as the case may be, for the purposes of determining operating profits of the relevant Person before taxation.

"Eligible Transferee" means a Person who is not a Sanctioned Person and:

(A)

(1) until the later of: (i) the Completion Date and (ii) sufficient funding being in place for the Phase II Project (consisting of committed debt and equity funding and funds available from the Project cash flows), who, together with its Affiliates (and assuming the Transfer or Change of Control (as applicable) has occurred), has sufficient financial resources such that the Project will be developed and operated in accordance with this Agreement and the then current Mine Plan; and
(2) until the later of: (i) the Completion Date and (ii) the Phase 2 Completion Date, who, together with its Affiliates (and assuming the Transfer or Change of Control (as applicable) has occurred and having due regard for the technical and operational capability of the Project Company), has sufficient technical and operational capability such that the Project will be developed

and operated in accordance with this Agreement and the then current Mine Plan; or

(B) whose obligations are fully and unconditionally guaranteed by a Person meeting the conditions in paragraph (A) above pursuant to an instrument in writing executed and delivered by such Person in favour of each Purchaser (in form and substance satisfactory to the Agent, acting on the instructions of the Majority Purchasers (each acting reasonably)).

"Encumbrance" means any charge, mortgage, lien, power of sale, hypothecation, usufruct, retention of title, cession in security, assignment, notarial bond, encumbrance, pledge or any other security interest or other agreement having the effect of security for the payment of any debt, liability or obligation, and "Encumbrances" shall have the corresponding meaning.

"Environmental Claim" means any claim, litigation, arbitral proceeding, administrative proceeding, enforcement proceedings, pre-compliance notice, compliance notice, order or directive, other formal notice or investigation by any Person or Governmental Body in respect of any actual or alleged violation of any Environmental Laws by the Project Company or in respect of the Project or Project Property; or any Licence from any Governmental Body held (or required to be held) under applicable Environmental Laws by the Project Company or in respect of the Project.

"Environmental Laws" means all Applicable Laws (including but not limited to the National Water Act, 1998, the National Environmental Management Act, 1998, the Environment Conservation Act, 1989, the National Environmental Management: Air Quality Act, 2004, the National Environmental Management: Biodiversity Act, 2004, the National Environmental Management: Waste Act, 2008, and the Constitutional right to an environment that is not harmful to health or wellbeing) which may include general remedies under the common law or civil code, national or provincial statutes, regulations, statutory guidance notes and final and binding court and other tribunal decisions whose purpose is (A) to protect, or prevent pollution of, or to remedy damage to, the environment, (B) to protect or prevent or compensate harm to human health and safety, (C) to promote sustainable development practices, (D) to regulate emissions, discharges or releases of hazardous substances into the environment, or (E) to regulate the use, treatment, storage, burial, disposal, transport or handling of hazardous substances. This includes all municipal by-laws, codes, regulations, decrees, orders, directives, instructions or environmental Licences issued or promulgated or approved thereunder for such purposes to the extent that the same have force of law.

"Exchange Control" means the Financial Surveillance Department of the South African Reserve Bank responsible for the administration of exchange control on behalf of the Minister of Finance or an officer of Treasury who, by virtue of the division of work in Treasury, deals with the matter on the authority of the Minister of Finance.

"Exchange Control Regulations" means the South African Exchange Control Regulations, 1961, as amended (including any applicable directive and rulings of Exchange Control and National Treasury of South Africa).

"Excluded Taxes" has the meaning set out in Clause 12.1(D).

"First Instalment" has the meaning given to it in Clause 3.1(E)(1).

"Fixed Gold Price" means US\$100.00 per ounce.

"Full EOD Early Termination Amount" means an amount equal to:

(A) the NPV of the Remaining Stream; LESS

(B) any Losses already finally and irrevocably recovered (without any right of appeal in respect thereof) under Clause 10.2(A)(2) in respect of any and all Full Events of Default continuing at the point of termination for which a Full EOD Early Termination Amount can be claimed.

"Full Event of Default" means a Project Entity Event of Default further to any of Clauses 10.1(A) or 10.1(H) (except where the failure referred to thereunder is caused by (i) in respect of Clause 10.1(A) or 10.1(H), any Enforcement Action (as defined in the Intercreditor Agreement) taken in respect of any Senior Financing under and in accordance with the Intercreditor Agreement or (ii) in respect of Clause 10.1(A) only, any of the events set out in Clauses 10.1(E) or 10.1(F) in respect of a Project Entity, it will, in each case, be a Discounted Event of Default).

"Fundamental Warranty" means any of the representations or warranties set out in Clauses 9.1(A), 9.1(B)(1)-9.1(B)(7), 9.1(B)(9), 9.1(B)(10), 9.1(B)(12), 9.1(B)(15)-9.1(B )(21) or 9.1(B)(23)- 9.1(B)(25).

"Funding Shortfall" means the amount, if any, by which:

(A) the sum of Project Costs required to achieve the Completion Date (as set out in the then current Mine Plan) which are incurred but unpaid or which are forecast to be incurred (as set out in the then current Mine Plan); exceeds
(B) the sum of (without double-counting):
(1) amounts standing to the credit of any bank account(s) of the Project Entities and available for withdrawal;
(2) the Prepayment Amount (except to the extent that such Prepayment Amount has been paid further to Clause 3.1(E) or cancelled, terminated or reduced further to Clause 11.2);
(3) amounts committed under executed long form finance (and, if applicable, security and intercreditor) documents subject only to customary conditions for utilisation under any Permitted Debt and Obligations (and in calculating this any amounts that are not committed due to any default or equivalent under any such Permitted Debt and Obligations will be disregarded) which are permitted to be applied to Project Costs;
(4) all net amounts due and payable to a Project Entity under any Hedging Transaction;
(5) any equity (including shareholder loans) which is required to be funded, under a budget approved by the board of directors of Ivanplats Holdings (in accordance with the Consolidated Investors Agreement) for funding for the purposes of the Phase 1 Project, into the Project Company on demand by the Project Company;
(6) in respect of each Mineral, any forecast (based on the then current Mine Plan) cash receipts through until the anticipated date of the Completion Date for that Mineral based on the then current Selected Commodity Analysts consensus annual future prices for gold published in the month immediately

preceding the date of the relevant test for the period through until the anticipated Completion Date;

(7) any proceeds of any insurance claim (other than in respect of any insurance to be paid in settlement of claims in respect of third party liability) which are due and payable to the Project Company on a final and not interim basis and where the amounts of such proceeds have been finally determined; and
(8) any other amounts which the Project Entities and the Agent (acting on the instructions of the Majority Purchasers) agree in writing are available to be applied towards Project Costs,

LESS

(1) an amount, calculated in accordance with the then current Mine Plan, equal to the forecast operating expenditure requirements of the Project Company (based on the then current Mine Plan) through until the anticipated date of the Completion Date,

and if there is no such excess then there is not a Funding Shortfall.

"Funding Shortfall Testing Date" means, on and from the Second Instalment Date until the Completion Date, either:

(A) the date each annual Construction Budget is approved; or
(B) if no annual Construction Budget has been approved for a year by 31 March in such year, 31 March in such year.

"General Notarial Bond" means the general notarial continuing covering bond over all movable assets of the Project Company, owned now or in the future and not otherwise covered by any of the other Security Documents, to be granted and executed by the Project Company in favour of the Security SPV and registered in the relevant Deeds Registries Office in terms of the Deeds Registries Act No. 47 of 1937;

"Gold Market Price" means the spot rate per ounce LBMA Gold Price PM in US dollars quoted by the London Bullion Market Association (in partnership with ICE Benchmark Administration as at the date of this Agreement) for Refined Gold on the relevant Delivery Date.

"Gold Minerals" means any and all gold or gold products whether in the form of ore, concentrate, doré, metal bars and all other gold-bearing Minerals, produced or taken from the Project Real Property.

"Gold Minerals Underlying Delivery Month" means in respect of a delivery or deliveries of Gold Minerals referred to in:

(A) Clause 2.1(A)(1), the month that such applicable quantity of Gold Minerals was sent to a Refinery; or
(B) Clause 2.1(A)(2), the month that such applicable quantity of Gold Minerals was delivered to an Offtaker pursuant to an Offtake Agreement.

For the avoidance of doubt, the Gold Minerals Underlying Delivery Month does not refer to the calendar month in which Delivery occurs under this Agreement, which is governed by Clause 2.3.

"Gold Purchase Price" has the meaning set out in Clause 2.5.

"Good Industry Practice" means, in relation to any decision, undertaking, work activity or work product, the exercise of a degree of diligence, skill, care and prudence (including, where applicable, factoring in commercially reasonable assumptions and estimates) which would reasonably be expected to be observed by skilled and experienced professionals in the international or South African mining industry (whichever standard is higher) engaged in the same type of undertaking under the same or similar circumstances.

"Governmental Body" means any domestic or foreign federal, provincial, regional, state, national, provincial, municipal or other government, governmental department, agency, authority or body (whether administrative, legislative, executive or otherwise), court, tribunal, commission or commissioner, bureau, minister or ministry, board or agency, or other regulatory authority having jurisdiction with respect to any specified Person, including any securities regulatory authorities or stock exchange, or any quasi-governmental or private body exercising regulatory or other governmental or quasi-government authority or function.

"Group Members" means, collectively, the Project Entities and each Guarantor (and includes, for the purposes of Clause 9 only, any Carve-Out Company that is a Subsidiary of a Project Entity) and "Group Member" shall mean any one of them.

"Group Structure Chart" means the chart included at Schedule 5 (Group Structure Chart).

"Guarantee" means, with respect to any Person, any direct or indirect liability, contingent or otherwise, of such Person with respect to any obligation or Debt of another Person, including any such obligation directly or indirectly guaranteed, endorsed (otherwise than for collection or deposit in the ordinary course of business) or discounted or sold with recourse by such Person, or in respect of which such Person is otherwise directly or indirectly liable, including any such obligation in effect guaranteed by such Person through any agreement (contingent or otherwise) to purchase, repurchase or otherwise acquire such obligation or any security therefor, or to provide funds for the payment or discharge of such obligation (whether in the form of loans, advances, stock purchases, capital contributions or otherwise), or to maintain the solvency or any balance sheet or other financial condition of the obligor of such obligation (including keep-well covenants), or to make payment for any products, materials or supplies or for any transportation or services regardless of the non-delivery or nonfurnishing thereof, in any such case if the purpose or intent of such agreement is to provide assurance that such obligation will be paid or discharged, or that any agreements relating thereto will be complied with, or that the lender of such obligation will be protected against loss in respect thereof. The amount of any guarantee shall be equal to the outstanding principal amount of the obligation guaranteed or such lesser amount to which the maximum exposure of any Guarantor shall have been specifically limited.

"Guarantor" means, in respect of the relevant obligations guaranteed pursuant to Clause 8.1, Ivanplats Holding, the Project Company, ITC [redacted – commercially sensitive information] and any of the Project Company's Material Subsidiaries from time to time, and any other Person that is required to accede as a Guarantor from time to time further to Clauses 8.9(C), 7.2, Error! Reference source not found. or 8.3, provided that Ivanplats Holding and ITC [redacted – commercially sensitive information] shall only be Guarantors for the duration provided for in Clause 8.1(D).

"Headgear Contract" means the contract to be entered into by the Project Company for the construction of the headgear (headframe) that will house the second shaft's permanent hoisting facilities.

"Hedging Transaction" means any transaction which is (A) a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, forward commodity transaction, credit derivative transaction, repurchase or reverse repurchase transaction, securities lending transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any similar transaction (including any option with respect to any of these transactions) or (B) any combination of these transactions.

"IFC Performance Standards" means the International Finance Corporation's Environmental and Social Performance Standards, contained in the English text 2012 edition of the International Finance Corporation's Sustainability Framework.

"IFRS" means the International Financial Reporting Standards formulated by the International Accounting Standards Board for the preparation of financial statements, together with any authoritative interpretations issued by the International Financial Reporting Interpretations Committee, in each case as updated and amended from time to time.

"Indemnified Parties" means the Agent, each Purchaser and the Agent's and each Purchaser's Affiliates and their directors, officers, employees and agents.

"Independent Engineer" means an internationally recognized mine engineering firm which has an office in Johannesburg, South Africa nominated by the Agent (following consultation with the Project Company) acting reasonably.

"Instalment" means any of the First Instalment and the Second Instalment, as applicable.

"Instalment Date" has the meaning given to it in Clause 3.1(F).

"Intercreditor Agent" means the Person designated as the "Intercreditor Agent" pursuant to the terms of the Intercreditor Agreement.

"Intercreditor Agreement" means the agreement which is initially to be entered into between, amongst others, the Purchasers and the Project Company and as may, after its execution, be acceded to from time to time by providers of Senior Financing.

"Intra-Group Loan Agreement" means the loan agreement dated on or about the date of this Agreement between the Project Company, as borrower and the Seller, as lender, pursuant to which the Seller shall advance funds to the Project Company, in instalments, up to an amount which is equivalent to the Prepayment Amounts received from the Purchasers, pursuant to the Seller's undertaking under Clause 3.2(B).

"Intra-Group Offtake Agreement" means the offtake agreement dated on or about the date of this Agreement in respect of Refined Gold between the Project Company, as seller and the Seller, as purchaser.

"ITC" means ITC Platinum Development Limited, a company incorporated under the laws of England.

[definition redacted – commercially sensitive information]

"Ivanhoe Group Jurisdiction" means:

(A) South Africa or any other jurisdiction in which any Project Entity; and
(B) to the extent that the relevant obligation is being satisfied by a Guarantor, in the jurisdiction in which the relevant Guarantor,

in each case, is domiciled, has a permanent establishment or carries on (or pursuant to Applicable Law is deemed to carry on) business from time to time.

"Ivanhoe Mines" means Ivanhoe Mines Ltd.

"Key Transaction Documents" means, collectively, this Agreement, the Stream Documents, the PGE Stream Agreement, any PGE Stream Document, and the Intercreditor Agreement.

"LBMA" means the London Bullion Market Association.

"Licence" means any authorization, approval, consent, concession, exemption, licence, lease, grant, permit, franchise, right, privilege or no-action letter from any Governmental Body having jurisdiction with respect to any specified person, property, transaction or event, or with respect to any of such Person's property or business and affairs (including any zoning approval, mining permit, development permit or building permit) or from any Person in connection with any easements, contractual rights or other matters.

"Loss" or "Losses" means any loss of whatever description including, but not limited to, damages, dues, penalties, fines, costs, reasonable amounts paid in settlement, liabilities (including contingent liabilities), Taxes, compensation (including compensation paid or payable to any employee), expenses and fees (including reasonable fees and expenses of attorneys, counsel, accountants, consultants and experts arising out of actions, applications, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, interdicts, judgements, orders (including for specific performance), decrees, directives, rulings, liens and obligations), in each case excluding all indirect and consequential loss, and excluding exemplary and punitive damages.

"Lot" means the applicable quantity of each delivery of Gold Minerals to an Offtaker pursuant to an Offtake Agreement.

"Majority Purchasers" means, at any time:

(A) one or more Purchasers holding Commitments greater than 50% of the total Commitments under this Agreement (provided that any defaulted Commitments shall be disregarded for such purposes); or
(B) if the full amount of the Prepayment Amount has been paid or the Prepayment Long Stop Date has occurred, one or more Purchasers holding a Purchaser's Share greater than 50% in the aggregate.

"Material Adverse Effect" means any effect that, when taken individually or together with all other events, occurrences, changes or effects, materially limits, restricts or impairs:

(A) the operations, results of operations, business, affairs, properties, assets, liabilities and obligations (contingent or otherwise), capitalization or condition (financial or otherwise) of the Group Members (taken as a whole) or the Project Company;
(B) the Project, including the ability of the Group Members (taken as a whole) or the Project Company to develop or operate the Project substantially in accordance with the Mine Plan in effect at the time of the occurrence of the relevant change, event, occurrence, circumstance, fact or effect;
(C) the ability of any Group Members or the Project Company to perform any of its material obligations under any Stream Document to which it is a party (unless such obligations can be and/or are in fact performed on behalf of such Group Member or the Project Company by another Group Member); or
(D) the validity or enforceability of any of the Stream Documents; or
(E) the rights and remedies of the Purchasers or Agent (taken as a whole) under any of the Stream Documents.

"Material Contracts" means each Contract (other than the Stream Documents and other Key Transaction Documents) to which a Group Member is a party or which a Group Member has the right to benefit from (A) relating to the ownership, lease or use of the Project or the Project Real Property, (B) involving aggregate (i) future expenditure exceeding an amount equal to US\$[redacted] (in respect of any Contract where the expenditure is denominated in any currency other than ZAR) or ZAR[redacted] (in respect of any Contract where the expenditure is denominated in ZAR) or (ii) operating revenue of more than an amount equal to US\$[redacted] (in respect of any Contract where the expenditure is denominated in any currency other than ZAR) or ZAR[redacted] (in respect of any Contract where the expenditure is denominated in ZAR), in each case in any 12 month period or (C) the loss or termination of which would result in a Material Adverse Effect, in each case, necessary for the Phase 1 Project (determined by reference to the then-current Mine Plan and Construction Budget).

"Material Project Authorization" means any Project Authorization, the breach, loss or termination of which is material to the development of the Project or the commencement and ongoing operation of commercial production.

"Material Subsidiary" means, at any time, a Subsidiary of the Project Company which has earnings before interest, tax, depreciation and amortisation calculated on the same basis as EBITDA representing 5 per cent. or more of aggregate EBITDA of the Project Company and each of its Subsidiaries or has gross assets, net assets or turnover (excluding intragroup items) representing 5 per cent. or more of the gross assets, net assets or turnover (as applicable) of the Project Company and each of its Subsidiaries calculated on a consolidated basis, except, in all cases, a Carve-Out Company.

"Mine Plan" means the development or mine plan, as applicable, for the Project, as approved by the Board and the DMRE where required, as the same may be amended, revised, supplemented or replaced from time to time in accordance with Applicable Laws (it being understood that the Mine Plan is (1) of the date hereof, the Platreef 2020 Preliminary Economic Assessment mine plan provided for in the Integrated Development Plan 2020 (available, as at the date of this Agreement, under this link: https://www.ivanhoemines.com/site/assets/files/5150/platreef\_integrated\_develop ment\_plan\_2020-\_december\_2020\_1.pdf, (2) upon its approval by the Board, the definitive feasibility study provided pursuant to Clause 3.4(E), and (3) thereafter, such other development or mine plan, as applicable, for the Project, as approved by the Board and the DMRE where required.

"Minerals" means any and all marketable metal bearing material in whatever form or state that is mined, produced, extracted, processed or otherwise recovered from, on or pursuant to the Project Real Property, including (A) any such material derived from any processing or reprocessing of any Tailings, waste rock or other waste products originally derived from the Project Real Property after the date of this Agreement, and (B) ore, concentrate and doré and any other products resulting from the further milling, processing or other beneficiation of Minerals.

"Mining Area" shall bear the meaning ascribed thereto in section 1 of the MPRDA in respect of the Mining Right, including the shaded area on the map set out in Schedule 6 (Mining Area).

"Mining Code" means the MPRDA, Broad-Based Socio-Economic Empowerment Charter for the South African Mining Industry, developed in terms of section 100 of the MPRDA, as amended from time to time; terms and conditions of the Mining Rights,Environmental Laws and any other Law, legislative rule, regulation or procedure applicable to the Project and / or Mining Operations, and as may be subsequently amended, supplemented or replaced;

"Mining Equipment" means equipment purchased by the Project Company or any other Group Member for the purposes of the Project;

"Mining Indemnity" means the mining indemnity agreement entered into between Project Company and the relevant South African bank identified in the Intercreditor Agreement, in terms of which Project Company has agreed or shall agree to indemnify such entity against all and any claims which may be made against such entity arising in any manner whatsoever out of, or in connection with, the Bank Indemnity.

"Mining Operations" means every kind of work and activities carried out on or in respect of the Mining Rights including but without limitation, the following:

(A) the acquisition, registration and maintenance of the Mining Rights;
(B) developing, designing, constructing and equipping all mining facilities;
(C) (as applicable) extracting, mining, production of concentrate and associated handling and transportation of products and Tailings and disposing of Tailings and despatching products won under authority of the Mining Rights;
(D) the construction and re-location of any roads, railway lines, telephone lines, waterways or other natural or man-made utilities required in order to facilitate any activity conducted under authority of the Mining Rights; and
(E) the restoration of the Mining Area and all other work done after the completion of mining activities to comply with environmental and like requirements,

in each case, excluding Carve-Out Activities.

"Mining Real Property" means all immovable properties and/or lease, surface use and/or access rights or servitudes over immovable properties (or portions of immovable properties) and/or access or servituted over immovable properties, or portions of immovable properties in or outside of the Mining Area which are required for the development or operation of the Project (including those Owned and Leased Properties) or enjoyment of the Mining Right, and all real property interests, mineral claims, mineral leases and other mineral rights, concessions and interests, and all surface access rights relating to the Project, in each case, to the extent required for the development or operation of the Project.

"Mining Real Property Mortgage Bond" means the mortgage bond over all immovable properties owned by the Project Company listed in items 4 to 8 of Schedule 3 as of the date of this Agreement, located in or outside of the Mining Area, in each case, so long as each such property is required for the purposes of development of the Project or used, directly or indirectly, for any mining operations and associated activities, to be granted and executed by the Project Company in favour of the Security SPV.

"Mining Right" means the new order mining right (DMR Ref: LP 30/5/2/2/1/10067MR) issued in terms of section 23 of the MPRDA to mine Platinum Group Metals, Gold, Silver, Nickel, Copper, Iron, Vanadium, Chrome and Cobalt over the farms Macalacaskop 243 KR and Turfspruit 241 KR (excluding all graves, graveyards, built-up areas and protected areas) situated in the Mogalakwena Magisterial/Administrative District of Mogalakwena and registered with the MPTRO under MPT No. 01/2017, as supplemented, amended or replaced from time to time.

"Mining Right Application" has the meaning set out in Clause 3.3(G).

"Mining Right Mortgage Bond" means, subject to Clause 8.2(C), the mortgage bond over the Mining Right to be granted and executed by the Project Company in favour of the Security SPV (or such other person as contemplated in the Intercreditor Agreement).

"Monthly Construction Report" means a written report prepared by or on behalf of the Project Company in relation to the immediately preceding calendar month, which report shall include all material information pertaining to the development or construction of the Project until the Completion Date, including the following information for such month:

(A) a review of the permitting, development or construction activities for the month and a report on any material issues, departures from, or contemplated or potential changes to the Mine Plan, as applicable;
(B) a summary of the actual Project Costs incurred on a cumulative and monthly basis (including costs committed to and/or actually funded, and, if applicable, the expected time of funding);
(C) variances of actual Project Costs from projected Project Costs in the Mine Plan;
(D) the percentage completion of the major elements of construction compared to the Mine Plan;
(E) project schedule showing critical path;
(F) construction S-curves for overall project and by task (engineering, procurement and construction); and
(G) the anticipated Completion Date; and
(H) safety statistics,

which report shall otherwise be substantially in a form set out in Schedule 16 (Form of Monthly Construction Report).

"MPRDA" means the Mineral and Petroleum Resources Development Act, No. 28 of 2002.

"National Instrument 43-101" means National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Canadian securities administrators or any successor instrument, rule or policy.

"Net Monthly Value of Refined Gold Delivered" means a monthly amount equal to the product of the following formula:

((A) LESS (B)) multiplied by (C),

whereby:

(A) means the Gold Market Price on the Delivery Date in the applicable month;
(B) means the Fixed Gold Price on the Delivery Date in the applicable month, and
(C) means the ounces of Refined Gold Delivered (or deemed Delivered pursuant to Clause 11.2(C)) to the Agent under this Agreement in the applicable month.

"Net Proceeds" means, with respect to the receipt of proceeds under Clause 2.3(J), the aggregate amount received by any Project Entity or any Guarantor (A) less the fees, costs and other out-of-pocket expenses (as evidenced by supporting documentation provided to the Agent upon request) incurred or paid to a third party by any Project Entity or any Guarantor in connection with the claim giving rise to such proceeds and (B) the amount of deductibles absorbed by any Project Entity or any Guarantor in relation to the event or series of events to which such claim relates, without deduction for any insurance premiums or similar payments (other than deductibles), provided however that insurance proceeds arising from third party liability insurance shall not constitute Net Proceeds under Clause 2.3(J).

[definition redacted – commercially sensitive information]

"NPV Criteria" means a calculation by the Agent of net present value based on (A) the future production set forth in the Mine Plan as at the date of this Agreement, and (B) the published Selected Commodity Analysts' consensus annual future prices for gold at the date of the Termination Notice, provided that for the purpose of this definition if any such price exceeds US\$ 1,850 per ounce then such price shall be deemed to be US\$ 1,850 per ounce and if any such price is less than US\$ 1,250 per ounce then such price shall be deemed to be US\$ 1,250.

"NPV of the Remaining Stream" means the net present value of Remaining Stream based on the NPV Criteria and applying a discount rate of 5%.

"OFAC" means The Office of Foreign Assets Control of the US Department of the Treasury.

"Offtake Agreement" means any agreement entered into by the Project Company or any other Group Member with any Person (including spot sales) for the sale of Gold Minerals, in the form of ore, concentrate, doré or other beneficiated form of gold (other than Refined Gold) produced by the Project, to such Person (but excluding an agreement for a sale to an Affiliate of Ivanhoe Mines or a Related Party of Ivanhoe Mines (apart from an agreement for sale to Itochu Corporation, ITC or any of their Affiliates as contemplated by clause 11 (Disposal of Production) of the Consolidated Investors Agreement as at the date of this Agreement) or a Group Member that precedes the ultimate sale of Gold Minerals produced by the Project to a Person that is not an Affiliate of Ivanhoe Mines or a Related Party of Ivanhoe Mines or a Group Member, in which case the agreement for such ultimate sale by such Affiliate or Related Party or Group Member to such Person shall be considered an Offtake Agreement).

"Offtaker" means any Person that enters into an Offtake Agreement with a Group Member.

"Offtaker Settlement Sheets" means the provisional or final (as applicable) documents from an Offtaker or such other relevant documents, in each case evidencing at least the amount of Gold Minerals, including Produced Gold, in each Lot.

"Operation and Production Report" means a written report prepared by or on behalf of the Project Company in relation to the immediately preceding calendar month (until the Completion Date) or quarter (with effect from the Completion Date), which report shall be substantially in a form set out in Schedule 8 (Form of Operation and Production Report).

"Order" means, in respect of any Person, any order, directive, decree, judgment, ruling, award, injunction or direction of any Governmental Body or other decision-making authority of competent jurisdiction which is legally binding on such Person.

"Other Minerals" means any and all marketable metal bearing material in whatever form or state (including ore) that is mined, produced, extracted or otherwise recovered from any location that is not within the Project Real Property.

"Other Rights" means, to the extent not included in Licences, all licences, approvals, authorizations, consents, rights (including surface rights, access rights and rights of way), privileges, concessions or franchises issued by or obtained from or which are or required to be issued by or obtained from any Person not a Related Party to any Group Member (other than a Governmental Body) and which are required in relation to the Project and / or the Business.

"Outturn" means an outturn of Refined Gold, processed from Gold Minerals, from a Refinery controlled by or under common control with a Project Entity.

"Owned and Leased Properties" means the immovable properties, or portions of such immovable properties, listed in Schedule 3 as of the date of this Agreement, owned by the Project Company and/or over which the Project Company holds and has been granted access, lease and/or surface use by the registered owner of such immovable properties and which are required for the Project.

"Parent" means Ivanhoe Mines or a permitted successor listed holding company pursuant to paragraph (C) of the definition of "Change of Control".

"Parties" means the parties to this Agreement.

"Payable Gold" means, in respect of:

(A) a Lot, 80% of Produced Gold in such Lot; or
(B) an Outturn, 80% of Produced Gold delivered, or to be delivered, to a Refinery controlled by or under common control with a Project Entity (or, if applicable, to the relevant smelter before delivery to such Refinery) for the purposes of producing an Outturn.

"Permitted Asset Disposition" means, as at any particular time, a sale, transfer or other disposition:

(A) of tangible personal property (including any Project Real Property) that is no longer required in the conduct of the business of the Project Company or is being replaced by tangible personal property of equal or better quality;
(B) of Minerals pursuant to this Agreement, the PGE Stream Agreement, an Additional Stream Agreement or otherwise in the ordinary course of business in compliance with the terms of this Agreement;
(C) made in the ordinary course of the Project Company's mining activities or mining business;
(D) of assets in exchange for other assets comparable or superior as to type, value and quality;
(E) of any shares to the extent constituting Collateral provided that (1) such sale, transfer or other disposition does not result in a Change of Control and (2) the provisions of Clauses 8.3(A) and 8.3(B) are complied with; or
(F) of any shares in the Project Company in accordance with Clause 8.9(C).

"Permitted Debt and Obligations" means any of the following:

(A) at any time:
(1) all Debt owed by any of the Project Entities subordinated under the Intercreditor Agreement or, if the Intercreditor Agreement is no longer in full force and effect, other subordination arrangements in form and substance satisfactory to the Agent (acting on the instructions of the Majority Purchasers

(acting reasonably)) (as the case may be) to, amongst other things, the Stream Obligations;

(2) the Stream Obligations;
(3) the PGE Stream Obligations;
(4) any Debt incurred under the Intra-Group Loan Agreement and the PGE Stream Intra-Group Loan Agreement and fully subordinated to, amongst other things, the Stream Obligations further to the Intercreditor Agreement;
(5) any Debt incurred by the Project Company under any Senior Financing;
(6) any obligations of the Project Company under Permitted Hedging Arrangements (save that, prior to the earlier of (x) the Project Senior Financing arrangements being entered into and (y) first production of Produced Gold which is sold to an Offtaker under an Offtake Agreement, the Permitted Hedging Arrangements shall only be in respect of foreign exchange rates);
(7) any Debt incurred in connection with any refinancing or replacement of any of the Debt or obligations listed in sub-paragraphs (1) to (6) provided that the terms of such Debt are not materially more onerous to any of the Project Entities than such debt or obligations then in place and such Debt is incurred by a Person permitted under this Agreement to incur the relevant Debt or obligations listed in sub-paragraphs (1) to (6);
(8) any unsecured trade payables incurred by a Group Member in the ordinary course of business, provided that(1) such trade payables are payable within one hundred and twenty (120) days or less of incurrence of the same and (2) in the case of any Shareholder Guarantor, such trade payables only relate to the corporate administration andtax residency of that Shareholder Guarantor and are limited to \$300,000.00 per calendar year;
(9) any unsecured Debt in respect of performance, surety or completion bonds, standby letters of credit or letters of guarantee incurred by the Project Company or one of its Subsidiaries:
(A) securing mine closure, asset retirement or environmental reclamation obligations of any of the Project Company (or reimbursement obligations in connection therewith) to the extent required by Applicable Laws or any Governmental Body; or
(B) required to be provided under any Material Contract;
(10) any additional Debt incurred by the Project Company or one of its Subsidiaries in connection with the financing or refinancing of the acquisition of Mining Equipment which is either unsecured or where the Encumbrances created in connection therewith are solely over such Mining Equipment and for the benefit only of the providers of that financing or re-financing;
(11) in the case of the Seller only, any existing or additional Debt incurred by it from any of its shareholders from time to time (including, for the avoidance of doubt, any Seller Shareholder Loan), but only to the extent that such Debt has been fully and effectively subordinated to, amongst other things, the Stream Obligations under the Intercreditor Agreement subject to Restricted Payments nevertheless being allowed in accordance with Clause 6.7(A)(6);
(12) any other additional Debt approved in writing by the Agent (acting on the instructions of the Majority Purchasers);
(B) prior to the later to occur of (x) first utilisation of Senior Financing in respect of the Phase 2 Project and (y) Commencement of Shaft 2 Sinking:
(1) any Additional Stream Obligations only entered into for the purposes only of and in relation to the Phase 2 Project;
(2) in the case of any Shareholder Guarantor, any existing or additional Debt incurred by it from any of its shareholders from time to time provided that such Debt shall be unsecured and, unless otherwise agreed by the Agent (acting on the instructions of the Majority Purchasers), such Debt will be fully and effectively subordinated under the Intercreditor Agreement;
(3) any unsecured Debt incurred by the Project Company or any of its Subsidiaries in respect of any pipeline or inventory financing which is provided by a customary provider of such financing, provided that the amount being financed is limited to actual production for the prior six months; and
(4) any additional Debt incurred by the Project Company or any of its Subsidiaries in aggregate amount at any time outstanding not to exceed [amount redacted – commercially sensitive information] provided that such Debt shall be unsecured and if it is owed to a Related Party then such Debt will be fully and effectively subordinated under the Intercreditor Agreement;
(C) following the later to occur of (x) first utilisation of Senior Financing in respect of the Phase 2 Project and (y) Commencement of Shaft 2 Sinking:
(1) any other Additional Stream Obligations or any other unsecured Production Interest;
(2) in the case of Ivanplats Holding only, and solely to the extent that the Intercreditor Agreement is no longer in effect, any additional Debt incurred by it through its support (by guarantee or otherwise) of a Carve-Out Financing;
(3) in the case of any Shareholder Guarantor, any existing or additional Debt incurred by it from any of its shareholders from time to time provided that such Debt shall be unsecured and, unless otherwise agreed by the Agent (acting on the instructions of the Majority Purchasers), such Debt will be fully and effectively subordinated under the Intercreditor Agreement
(4) any unsecured Debt incurred by the Project Company or any of its Subsidiaries in respect of any pipeline or inventory financing which is provided by a customary provider of such financing; and
(5) any additional Debt incurred by the Project Company or any of its Subsidiaries in an aggregate (including any Debt further to paragraph (B)(4) of "Permitted Debt and Obligations") amount at any one time outstanding not to exceed [amount redacted – commercially sensitive information] provided that such Debt shall be unsecured and if it is owed to a Related Party then such Debt will be fully and effectively subordinated under the Intercreditor Agreement,

and provided, in each case in respect of paragraphs (A), (B) and (C), that the creditor in respect of such Debt is not a Sanctioned Entity or Sanctioned Person and provided further that, in the case of Debt referenced in paragraphs (A)(8), (A)(9), (A)(10), (B)(3) and (C)(4), such Debt shall constitute "Excluded Financial Indebtedness" for the purposes of the Intercreditor Agreement.

"Permitted Encumbrances" means, in respect of any Project Property or other Collateral, any of the following:

(A) any Encumbrance created in relation to any Key Transaction Document;
(B) any Encumbrance created in relation to any Debt that is permitted further to paragraphs (A)(5) to (7), (A)(10), (B)(2) or (C)(2) "Permitted Debt and Obligations" but, in respect of paragraph (B)(2) and (C)(2) of "Permitted Debt and Obligations", only in respect of the asset(s) to which the Carve-Out Financing relates;
(C) any Encumbrance created in relation to any Additional Stream Obligations provided that, prior to the Security Release Date, such Encumbrance does not rank senior to the Security granted in favour of the Security SPV in respect of the Stream Obligations or PGE Stream Obligations;
(D) any netting or set-off arrangement entered into by any of the Project Entities in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(E) any lien arising by operation of law and in the ordinary course of trading and not as a result of any default or omission by any of the Project Entities (excluding any default or omission being contested in good faith by any such Project Entity);
(F) any Encumbrance or quasi-Encumbrance arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to any of the Project Entities in the ordinary course of trading and on the supplier's standard or usual terms and not arising as a result of any default or omission by any of the Project Entities;
(G) any mechanic's, material man's, carrier's, employee's or other similar lien arising in each case, in the ordinary course of business by statute or by operation of law in respect of obligations which are not overdue or which are being contested in good faith by appropriate proceedings (where adequate provision has been made for their payment and provided that such proceedings do not involve any material risk that the relevant asset will be sold, forfeited or lost);
(H) any Encumbrance over bank account number [bank account number and encumbrancee redacted – sensitive information] securing Permitted Debt and Obligations further to paragraph (B)(1) of the definition of "Senior Financing" in respect of guarantee(s) issued by [encumbrancee redacted – sensitive information] from time to time; and
(I) any other Encumbrance approved in writing by the Agent (acting on the instructions of the Majority Purchasers).

"Permitted Hedging Arrangements" means derivative arrangements or Hedging Transactions which have been entered into for bona fide business purposes, and pursuant to the hedging plan and policy set out in Schedule 7 (Hedging Policy) or otherwise approved by the Agent (acting on the instructions of the Majority Purchasers) in writing.

"Person" means and includes individuals, corporations, bodies corporate, limited or general partnerships, joint stock companies, limited liability companies, joint ventures, associations, companies, trusts, banks, trust companies, Governmental Bodies or any other type of organization or entity, whether or not a legal entity.

"PGE Stream Agreement" means the platinum and palladium streaming facility agreement dated on or about the date of this Agreement and made between the Purchasers as purchasers and the Project Entities.

"PGE Stream Document" has the meaning given to "Stream Document" in the PGE Stream Agreement.

"PGE Stream Intra-Group Loan Agreement" has the meaning given to "Intra-Group Loan Agreement" in the PGE Stream Agreement as at the date of this Agreement.

"PGE Stream Obligations" has the meaning given to "Stream Obligations" in the PGE Stream Agreement.

"Phase 1 Project" means the development of the Project to achieve production of at least seven hundred thousand (700,000) tonnes of ore processing per annum.

"Phase 2 Completion Date" means the first day of the calendar month immediately following the first period of three consecutive calendar months during which the Project achieves production through the concentrator equal to or greater than 85% of 5,000,000 tonnes of ore processing per annum.

"Phase 2 Project" means the development of the Project to achieve production of at least five million (5,000,000) tonnes of ore processing per annum, which development may occur in one or more stages in accordance with the then-current Mine Plan.

"Prepayment Amount" means US\$ 200,000,000.

"Prepayment Long Stop Date" means 31 December 2023.

"Prepayment Reduction Date" means the date on which the Uncredited Balance is reduced to nil in accordance with this Agreement.

"Produced Gold" means any and all gold in whatever form or state that is contained in Gold Minerals recovered from the Project Real Property.

"Production Interest" means any royalty, stream, participation or production interest and related assets, or any agreements that are similar to a royalty, stream, participation or production interest agreement, in each case in respect of any Minerals.

"Project" means the "Platreef PGE Project" including the Phase 1 Project and the Phase 2 Project, as further described in the Mine Plan, to be developed, constructed, owned and operated by the Project Company, being or to be the Mining Operations, the Mineral concentrate processing plant operations, and all operations and activities incidental thereto and related infrastructure established to access and mine minerals in terms of the Mining Right on the Mining Area of the Project (including (A) all associated surface and underground equipment, structures, erections and infrastructure located within the Mining Area of the Project which the Project Company has the right to access or use for the purposes of the Mining Operations of the Project, (B) all other movable equipment related to such mine and Mining Operations located on the Mining Area of the Project, and, if applicable, (C) the Shaft 2 Sinking, in each case, necessary for the development of the Project in accordance with the Mine Plan, and, for the avoidance of doubt, excluding the Carve-Out Activities).

"Project Authorizations" means all Licences and Other Rights (including environmental Licences) necessary for (A) the development, construction and/or Mining Operations of the Project, and/or (B) the commencement and/or ongoing operation of commercial production transactions in relation to the Project.

"Project Company Revenues Account" means the bank account of the Project Company, located in South Africa with The Standard Bank of South Africa Limited and having account number [redacted].

"Project Costs" means all capital expenditures incurred by the Project Company for the purposes of the development, construction and operation of the Phase 1 Project, including escalation, contingencies, initial working capital, taxes, duties, expenditures for plant equipment, spares and other capital goods, inventory, capital expenditures required to maintain the Phase 1 Project at its design capacity (including repairs and replacements funded by insurance proceeds), interest during construction, financing fees and expenses and other development costs.

"Project Entity" means the Project Company and the Seller.

"Project Entity Event of Default" has the meaning set out in Clause 10.1.

"Project Property" means all of the property, assets, undertaking and rights in and relating to the Project, whether now owned or existing or hereafter acquired or arising, including but not limited to, Project Real Property, leases, rights of access or use, servitudes, usufructs, personal property accounts, instruments, chattel paper, deposit accounts, certificates of deposit, intangibles, goods (including inventory, equipment and fixtures), cash, cash equivalents, receivables, letter of credit rights, supporting obligations, claims, causes of action and other legal rights and investment property; and all products, proceeds (including proceeds of proceeds), rents and profits of the foregoing and all books and records related to any of the foregoing.

"Project Real Property" means all immovable properties constituting the surface areas within the Mining Area together with any other immovable properties in each case which are or may be accessed, used, or required and/or occupied, in each case, for the purposes of the Project, including but not limited to the Mining Real Property, the Owned and Leased Properties, and all mills, processing plants, Tailings storage facilities, buildings, structures, improvements, appurtenances and fixtures on the Mining Area or attached thereto which are or may be accessed, used, required and/or occupied for the purposes of the Project, and any term extension, renewal, replacement, conversion or substitution of any of the foregoing, whether or not such ownership or interest is held continuously.

"Project Senior Financing" means those financings contemplated under paragraph (A) of the definition of Senior Financing.

"Project Schedule" means the schedule for the construction and commissioning of the Phase 1 Project consistent with the Construction Budget and the Mine Plan, as the same may be amended from time to time in accordance with this Agreement.

"Public Investment Corporation" means the Public Investment Corporation SOC Limited or any of its affiliates.

"Public Official" means:

(A) any officer, employee, director, principal, consultant, agent or representative whether appointed or elected, of any government (whether central, federal, state of provincial), ministry, body, department, agency, instrumentality or part of any of them, or any public international organisation, or any state or government owned or controlled entity, agency, enterprise, joint venture, or partnership; or
(B) any person acting in an official capacity for or on behalf of:
(1) any government, ministry, body, department, agency, instrumentality or part of any of them;
(2) any public international organisation; or
(3) any political party or political party official or candidate for office.

"Purchaser" means:

(A) each Original Purchaser; and
(B) each other person who becomes a purchaser in accordance with the terms of Clause 7.4.

"Purchaser Excluded Tax Event" means:

(A) any replacement of the Agent or a Transfer by a Purchaser; and/or
(B) any (i) change in the type of entity or jurisdiction of incorporation or domicile of the Agent or a Purchaser, or (ii) any creation of, or change in jurisdiction of, a permanent establishment by the Agent or a Purchaser and through which the Agent or a Purchaser exercises rights or performs obligations under this Agreement,

in each case occurring after the date of this Agreement.

"Purchaser's Share" means, at any given time and in respect of a given Purchaser, the percentage that such Purchaser's Commitments are of the total amount of the Prepayment Amount (including where acquired by it in whole or in part in connection with a Transfer pursuant to Clause 7.4).

"Purchaser Event of Default" has the meaning set out in Clause 11.1.

"Receiving Party" has the meaning set out in Clause 6.9(A).

"Refined Gold" means marketable metal bearing material in the form of gold bars or coins that is refined to standards meeting or exceeding 995 parts per 1,000 fine gold, and otherwise conforming to the LBMA specifications for good delivery, and if the LBMA ceases to publish such specifications then Clause 2.2(C) shall apply mutatis mutandis for the purposes of determining the app.

"Refinery" means any refinery that is recognized by the LBMA at the relevant time as producing gold bars meeting the LBMA specifications for good delivery (and if the LBMA ceases to publish such specifications then either the Agent (acting on the instructions of the Majority Purchasers) or the Seller may propose replacement specifications published by a successor which the Seller acting reasonably and the Agent (acting on the instructions of the Majority Purchasers (each acting reasonably) shall consider and agree (if applicable) as a replacement) and chosen by the Seller from time to time provided that the Project Company has given the Agent at least 10 Business Days' written notice of such choice.

"Refund Obligation" has the meaning given to it in Clause 11.2(B).

"Related Party" means, with respect to any person (the "First Named Person"), any person that does not deal at arm's length with the First Named Person or is an Affiliate or a direct or indirect shareholder of the First Named Person (each an "Affiliated Entity") and, in the case of the Group Members includes: (A) any Affiliated Entity of a Group Member, (B) any director, officer, employee or associate of a Group Member or any of its Affiliated Entities, (C) any person that does not deal at arm's length with a Group Member or any of its Affiliated Entities, and (D) any person that does not deal at arm's length with, or is an associate of, a director, officer, employee or associate of a Group Member or any of its Affiliated Entities.

"Relevant Amenity" means any Smelter, Refinery or any other amenity which would otherwise be the subject of a Carve-Out Activity.

"Remaining Stream" is the number of ounces remaining to be delivered to the Agent under the Agreement to achieve the Total Gold Stream Deliveries.

"Restricted Payment" means, with respect to a Project Entity, any payment (or repayment, as the case may be) by such Project Entity to any other Person:

(A) of any dividends or any other distribution on any shares of its capital or other equity interests [details of distributions redacted – commercially sensitive information];
(B) on account of (or for the purpose of setting apart any property for a sinking or other analogous fund for) the purchase, redemption, retirement or other acquisition of any shares of its capital or other equity interests or any warrants, options or rights to acquire any such shares;
(C) of any principal of, or interest or premium on (or of any amount in respect of a sinking or analogous fund or defeasance fund for), any Debt of such Project Entity owed to a Related Party of a Group Member (except in respect of Debt under the Intra - Group Loan Agreement further to and in accordance with Clause 3.2(B) (including, for the avoidance of doubt, any set-off arrangements thereunder);
(D) of any management, consulting or similar fee, or any material bonus or comparable payment, or material payment by way of gift or other gratuity, to any Related Party, unless such payment is to a director, officer or employee of the Project Entities in that capacity and consists of reimbursement for reasonable and ordinary course expenses related to the business of any such entity incurred by such director, officer or employee in accordance with the policies in effect governing such reimbursements, and excluding any management fees payable in accordance with clause 2.3 (Management Fee) of the management agreement between the Seller and the Project Company, as set out at Schedule 12 (Platreef Management Agreement) of the Consolidated Investors Agreement as at the date of this Agreement; or
(E) of any Debt provided to any Related Party except for Debt provided by the Seller to the Project Company under the Intra-group Loan Agreement further to and in accordance with Clause 3.2(B).

"Sanctioned Entity" means (A) a country or a government of a country, (B) an agency of the government of a country, (C) an organization directly or indirectly controlled by a country or its government, or (D) a Person resident in or determined to be resident in a country, in each case, that is subject to a country Sanctions program administered and enforced by OFAC or by any Governmental Body, the US Departments of State or Commerce in the United States of America, Her Majesty's Treasury, the United Nations Security Council, the European Union or OFAC.

"Sanctioned Person" means (A) any Person listed in any sanctions-related list of designated Persons maintained by any Governmental Body or (B) a Person named on the list of Specially Designated Nationals maintained by OFAC, the Consolidated List of Financial SanctionsTargets and the Investments Ban List maintained and published by HMT and any similar list maintained and published, or a public announcement of a Sanctions designation made, by any Governmental Body, in each case as amended, supplemented or substituted from time to time.

"Sanctions" means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by any Governmental Body, the US Departments of State or Commerce in the United States of America, the United Kingdom, the United Nations Security Council, the European Union or OFAC, including South African Sanctions.

"Second Instalment" has the meaning given to it in Clause 3.1(E)(2).

"Second Instalment Threshold Date" means 14 Jan 2022.

"Second Prepayment Waiver Request" means a waiver or consent request submitted by the Seller to the Agent, solely requesting the Agent to consent to the non-satisfaction of, or waive, any of the conditions set out in Clause 3.4 (identifying the specific condition(s) in respect of which such consent is requested and detailing the nature of and reason for such non-satisfaction), provided that such waiver or consent cannot be submitted to the Agent (i) before 1 July 2022 or (ii) after 16 January 2023.

"Section 11 Applications" has the meaning set out in Clause 3.3(H).

"Security" means the Encumbrances granted in favour of the Security SPV pursuant to the Security Documents.

"Security Assignment" means the English law governed assignment agreement entered into by the Project Company and the Seller in favour of the Security SPV in respect of the Intra-Group Offtake Agreement and any loan made under the Intra-Group Loan Agreement;

"Security Documents" means:

(A) the Cession in Security (Project Company);
(B) the General Notarial Bond;
(C) the Mining Real Property Mortgage Bond;
(D) the Mining Right Mortgage Bond;
(E) [redacted] the Share Pledge Agreement (ITC Platinum);
(F) [document redacted commercially sensitive information];
(G) subject to Clause 8.5(C), the Share Pledge Agreement (Ivanplats Holding);
(H) [document redacted commercially sensitive information];
(I) the Security Assignment;
(J) to the extent and for so long as the same has been granted as security or collateral in connection with the requirements of any Project Senior Financing, any Additional Shared Senior Security Documents;
(K) any share security agreements granted pursuant to Clause 8.3; and
(L) each and every notice, acknowledgment, certificate or document delivered under any of the foregoing,

provided that, if Clause 8.2(C)(2) applies, the following shall also constitute Security Documents:

(M) the Bank Indemnity; and
(N) the Mining Indemnity.

"Security Release Date" has the meaning given to it in Clause 8.5.

"Security SPV" has the meaning given to it in the Security Agency Appointment.

"Security SPV Documents" means:

(A) the Security SPV Guarantee;
(B) the Security SPV Management Agreement;
(C) the Security SPV Mandate Letter;
(D) the Security SPV MOI; and
(E) the Security SPV Trust Deed,

and "Security SPV Document" means, as the context requires, any of them.

"Security SPV Guarantee" means the written agreement entitled "Security SPV Guarantee" entered into between the Security SPV and the Agent on or about the date of this Agreement in terms of which the Security SPV guarantees the obligations of the Project Entities and Guarantors under this Agreement.

"Security SPV Management Agreement" means the management agreement entered into or to be entered into between, inter alios, the Project Company, the Security SPV, Maitland Corporate Services Proprietary Limited and the Agent.

"Security SPV Mandate Letter" means the mandate letter entered into or to be entered into in respect of the Security SPV.

"Security SPV MOI" means the memorandum of incorporation in respect of the Security SPV.

"Security SPV Trust Deed" means the trust deed entered into or to be entered into between, inter alios, Maitland Corporate Services Proprietary Limited and the Agent.

"Selected Commodity Analysts" means the respective division, group or entity of each of the following, which is responsible for forecasting metal prices for gold: Bank of America Merrill Lynch, BMO Capital Markets, CIBC World Markets, Credit Suisse, GMP Securities, Morgan Stanley, RBC Capital Markets, Scotia Capital, TD Securities and UBS Securities, provided that any of the foregoing that has not published forecasts for the applicable metal(s) prior to end of the last calendar quarter shall be excluded with respect to such metal(s) and either the Agent (acting on the instructions of the Majority Purchasers) or the Seller may request in writing that the foregoing list be updated from time to time in order to remove and replace any institution that ceases to publish the relevant information, and the Seller acting reasonably and the Agent (acting on the instructions of the Majority Purchasers (each acting reasonably)) shall consider and agree such updates. Where such term is used herein, the reference to consensus prices shall be determined based on the most recent forecast published by such persons.

"Seller Revenues Account" means the bank account of the Seller, located in South Africa with:

Bank: [redacted]

Branch Name: [redacted]

Branch Code: [redacted]

Account Number: [redacted]

Swift Code: [redacted]

Address: [redacted].

"Seller Shareholder" has the meaning set out in Clause 8.3.

"Seller Shareholder Loan" means any loan agreement entered into from time to time between a Seller Shareholder (as lender) and the Seller (as borrower).

"Senior Financing" means:

(A) any arrangements in order to finance or re-finance (excluding equity funding) the cost of the development, construction and operation of the Project entered into between the Project Company (and/or any other Group Member(s)) and any commercial bank or other financial institution, the Public Investment Corporation, any export credit agency, any development finance institution or any other person (provided that, at the time of entry into such arrangements, a majority of the finance providers (based on the USD value of commitments of such finance providers or the risk covered by such finance providers (as the case may be)) across the arrangements comprise any one or more (in any combination) of (1) commercial banks, the Public Investment Corporation, export credit agencies and development finance institutions as direct lenders or (2) export credit agencies and development finance institutions through support arrangements;
(B) any secured Debt in respect of performance, surety or completion bonds, standby letters of credit or letters of guarantee:
(1) securing mine closure, asset retirement or environmental reclamation obligations of the Project Company (or reimbursement obligations in connection therewith) to the extent required by Applicable Laws or any Governmental Body; or
(2) required to be provided under any Material Contract;
(C) any secured Debt in respect of any pipeline or inventory financing provided that the amounts secured under such financing shall not exceed the equivalent of the value of four months' worth of the inventory of the Project Company at any given time;
(D) any Debt in respect of the financing or re-financing of the acquisition of Mining Equipment (other than those financings further to paragraph (A)(10) of the definition of "Permitted Debt and Obligations") where (1) the Encumbrances granted in connection therewith are granted in favour of the Security SPV (2) the relevant finance providers accede to the Intercreditor Agreement in order to receive the benefit of common security granted under the Security Documents and (3) it is provided by customary providers of equipment financing; and
(E) any Debt incurred in connection with the financing or refinancing of the acquisition or construction of a Relevant Amenity (controlled by or under common control with a Project Entity):
(1) which is unsecured; or
(2) where the Encumbrances created in connection therewith are solely over such Relevant Amenity and for the benefit only of the providers of that financing or re-financing (provided that, prior to the first advance of funds in respect of the same, arrangements acceptable to the Agent (acting on the instructions of the Majority Purchasers, each acting reasonably) concerning the exclusion of such Relevant Amenity from the scope of the Collateral are in place); or
(3) where the Encumbrances granted in connection therewith are granted in favour of the Security SPV and the relevant finance providers accede to the Intercreditor Agreement in order to receive the benefit of common security granted under the Security Documents,

provided that, the aggregate principal advanced for whatever purpose (including, for the avoidance of doubt, financing or re-financing capital and operating expenditure) under such arrangements and outstanding as of any relevant date does not exceed:

(1) prior to the Commencement of Shaft 2 Sinking, US\$ [redacted];
(2) following the Commencement of Shaft 2 Sinking and prior to the commencement of activities in respect of any Additional Project Expansion, an amount equal to US\$ [redacted] advanced and outstanding from time to time; or
(3) following the commencement of activities in respect of any Additional Project Expansion, an amount equal to US\$ [redacted] advanced and outstanding from time to time.

"Shaft 2 Sinking" means the expansion of the Project by the sinking of a second shaft for the purposes of implementing the Phase 2 Project.

"Shareholder Guarantor" has the meaning set out in Clause 8.1.

"Share Pledge Agreement (ITC Platinum)" means the South African law governed share pledge agreement pursuant to which ITC pledges and secures its equity interest in the Project Company in favour of the Security SPV in form and substance satisfactory to the Agent.

[definition redacted – commercially sensitive information]

"Share Pledge Agreement (Ivanplats Holding)" means, subject to Clause 8.5(C), the South African law governed share pledge agreement pursuant to which Ivanplats Holdings pledges and secures its equity interest in the Project Company in favour of the Security SPV.

[definition redacted – commercially sensitive information]

"Smelter" means any smelter (other than a smelter that is a Refinery) that processes Minerals in the form of gold bearing concentrate into doré or other beneficiated form of gold suitable for delivery to a Refinery.

"South African Consumer Price Index" means the index of average retail prices as published by the South African Reserve Bank from time to time or, failing such publication, the index that the Parties agree most closely resembles that index.

"South African Sanctions" means sanctions imposed in South African law by virtue of the application of the Financial Intelligence Centre Act, No. 38 of 2001 and the Protection of Constitutional Democracy Against Terrorist and Related Activities Act, No. 33 of 2004.

"Stream Accession Deed" means a deed of accession to this Agreement (and any other relevant Stream Document), substantially in the form of Schedule 9, further to which a Person accedes to this Agreement (and such Stream Documents if any) as an Additional Guarantor.

"Stream Transfer Certificate" means a transfer certificate, substantially in the form set out in Schedule 9 (Form of Stream Accession Deed), further to which a Person transfers its rights and obligations under this Agreement to another Person.

"Stream Documents" means this Agreement, the Counter Indemnity Agreement, each of the Security SPV Documents and each of the Security Documents, and each other agreement designated as a Stream Document by the Agent and the Project Entities.

"Stream Obligations" means all obligations of any kind owed to any Purchaser or the Agent hereunder or under any other Stream Document, whether actual or contingent, direct or indirect, matured or not, now existing or hereafter arising.

"Subsidiary" means, with respect to any Person, any other Person which is Controlled directly or indirectly by that Person.

"Super Majority Purchasers" means, at any time:

(A) one or more Purchasers holding Commitments greater than 66 2/3% of the total Commitments under this Agreement (provided that any defaulted Commitments shall be disregarded for such purposes); or
(B) if the full amount of the Prepayment Amount has been paid or the Prepayment Long Stop Date has occurred, one or more Purchasers holding a Purchaser's Share greater 66 2/3% in the aggregate.

"Tail Mining Area" means the portion of the Mining Area as depicted on the map contained at Schedule 15 (Tail Mining Area), provided that if any stope included in the Mining Area is only partly within such polygon then such stope shall not be within the Tail Mining Area.

"Tail Mining Period" has the meaning given to it in Clause 4.1(C).

"Tail Period Expiry Date" means the earlier of the date on which:

(A) ore mined from outside of the Tail Mining Area is equal to at least:
(1) 300,000 tonnes in any 24 consecutive months between the Completion Date and the Phase 2 Completion Date and ending on or before the Total Gold Stream Delivery Date; and
(2) 1,000,000 tonnes in any 24 consecutive months commencing after the Phase 2 Completion Date and ending on or before the Total Gold Stream Delivery Date; or
(B) mining has not occurred inside of the Tail Mining Area for a period of 24 consecutive months with such period commencing no earlier than the Total Gold Stream Delivery Date; or
(C) the end of the first period of three consecutive calendar months during which the Project achieves production through the concentrator equal to or greater than 5,500,000 tonnes of ore processing per annum.

"Tailings" means the materials left over after the primary process of separating the valuable fraction from the uneconomical fraction of ore and excludes waste rock or other material that overlies an ore or mineral body and is displaced during mining without being processed.

"Tax Returns" means all returns, declarations, reports, estimates, information returns and statements required to be filed with any Governmental Body in respect of any Taxes, including any schedule or attachment thereto or amendment thereof.

"Taxation Authority" means any governmental or other authority, including any Governmental Body, competent to impose Tax in any jurisdiction.

"Taxes" includes allforms of taxation actually imposed, collected or assessed by, or payable to any Taxation Authority having jurisdiction over a Group Member (regardless of whether such is directly or primarily chargeable against or attributable to any Group Member, and regardless of whether any Group Member has, or may have any right of reimbursement) and shall include statutory and governmental taxes, charges, imposts, duty, contributions and levies, withholdings and deductions, whenever imposed and all related penalties, charges, costs and interest whether by way of assessment or otherwise, and "Tax" and "Taxation" shall have a corresponding meaning.

"Term" has the meaning set out in Clause 4.1(A).

"Termination Notice" means written notice to the Seller from the Agent terminating (and which will have the effect of terminating) this Agreement further to a Full Event of Default or a Discounted Event of Default (as applicable) including, if applicable further to Clause 10.2(A)(3) or 10.2(A)(4) respectively, the calculation of the Full EOD Early Termination Amount or the Discounted EOD Early Termination Amount (as applicable).

"Territory" means the territory of the Republic of South Africa and includes the territorial waters, the contiguous zone and the continental shelf referred to respectively in sections 4, 5 and 8 of the Maritime Zones Act, 1994 (Act No. 15 of 1994) as defined in section 1(1) of the VAT Act.

"Total Gold Stream Deliveries" has the meaning given to it in Clause 4.1(A).

"Total Gold Stream Delivery Date" has the meaning given to it in Clause 4.1(A).

"Transfer" means to, directly or indirectly, sell, transfer, assign, cede, convey, dispose or otherwise grant a right, title or interest (including, without limitation, expropriation, other transfer required or imposed by law or any Governmental Body, and/or any other right entitling a Person to exercise and/or enjoy any rights under a Stream Document), whether voluntary or involuntary.

"Transfer Date" has the meaning given to it in Clause 7.7.

"Transferee" has the meaning given to it in Clause 7.7.

"Uncredited Balance" means, at any time, an amount equal to the Prepayment Amount(s) advanced by the Purchasers to the Seller less amounts applied to pay the Gold Purchase Price in respect of Refined Gold further to Clause 2.5(A)(2).

"Unpaid Prepayment Amount" has the meaning set out in Clause 11.1(A).

"U.S. Consumer Price Index" means the index of average retail prices as published by the Bureau of Labor Statistics from time to time or, failing such publication, the index that the Parties agree most closely resembles that index.

"Utility Commitment" means any water service commitments and agreements, transmission or electrical service commitments and agreements and other utility commitments and agreements including commitments or agreements to construct or provide the infrastructure, rights of way and easements necessary to provide the aforementioned utility services.

"VAT" means value added tax imposed pursuant to the VAT Act.

"VAT Act" means the value added tax act No. 89 of 1991 of the Republic of South Africa.

"Warranties" means the representations and warranties contained in Clause 9.1 and "Warranty" shall be construed accordingly.

1.2 Certain Rules of Interpretation

Except as may be otherwise specifically provided in this Agreement and unless the context otherwise requires:

(A) The terms "Agreement", "this Agreement", "the Agreement", "hereto", "hereof", "herein", "hereby", "hereunder" and similar expressions refer to this Agreement in its entirety and not to any particular provision hereof.
(B) References to a "Clause" or "Schedule" followed by a number or letter refer to the specified Clause or Schedule to this Agreement.
(C) The Schedules to this Agreement form part of this Agreement.
(D) Headings of Clauses and sections are inserted for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
(E) References to a Party in this Agreement mean the Party or its successors or permitted assigns.
(F) Where the word "including" or "includes" is used in this Agreement, it means "including without limitation" or "includes without limitation".
(G) Words importing the singular include the plural and vice versa and words importing gender include all genders.
(H) A reference to an agreement includes all schedules, exhibits and other appendices attached thereto and shall include all subsequent amendments and other modifications thereto, but only to the extent such amendments and other modifications are not prohibited by the terms of this Agreement.
(I) A reference to a statute includes all regulations made pursuant to and rules promulgated under such statute and, unless otherwise specified, any reference to a statute or regulation includes the provisions of any statute or regulation which amends, supplements or supersedes any such statute or any such regulation from time to time.
(J) Time is of the essence in the performance of the Parties' respective obligations under this Agreement.
(K) In this Agreement a period of days shall be deemed to begin on the first day after the event which began the period and to end at 5:00 pm (New York City time) on the last day of the period. Whenever any payment is required to be made, action is required to be taken or period of time to expire on a day other than a Business Day, such payment shall be made, action shall be taken or period shall expire on the next following Business Day.
(L) Unless specified otherwise in this Agreement, all statements or references to dollar amounts or "US\$" amounts in this Agreement are to United States dollars.
(M) References to an "ounce" are to a troy ounce (being equal to 31.1034768 grams).
(N) References in this Agreement to an obligation of a Group Member or Guarantor to do or not do anything include an obligation on the Project Entities to procure that such Group Member or Guarantor does or does not do such thing (as applicable).
(O) A Project Entity Event of Default or a Material Breach Event will be "continuing" until such time that it is remedied or waived by the Agent (acting on the instructions of the Majority Purchasers), provided that such remedy or waiver shall in no way restrict any Purchaser or the Agent to claim in respect of and recover any Losses arising out of or in connection with such Project Entity Event of Default or such Material Breach Event pursuant to Clause 10.2 or 10.4.
(P) A Purchaser Event of Default will be "continuing" until such time that it is remedied or waived by the Seller, provided that such remedy or waiver shall in no way restrict any Project Entity or Guarantor to claim in respect of and recover any Losses arising out of or in connection with such Purchaser Event of Default pursuant to Clause 11.
(Q) The terms of this Agreement having been negotiated, the rule of construction that provisions are to be construed against the party drafting an agreement or part of an agreement or on whose behalf an agreement or part of an agreement was drafted shall not apply to this Agreement.

1.3 Accounting Principles

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

1.4 Indexation

(A) The amounts referred to in ("Indexed Amounts"):
(1) the definition of "Material Contracts" and its usage in Clause 5.8(A)(1) shall:
- (a) in respect of contracts where the relevant expenditure or revenue under such contract is denominated in a currency other than ZAR, increase by the percentage increase in the U.S. Consumer Price Index; and
- (b) in respect of contracts where the relevant expenditure or revenue under such contract is denominated in ZAR, increase by the percentage increase in the South African Consumer Price Index; and
(2) paragraph (A) of the definition of "Restricted Payment" shall, increase by the percentage increase in the South African Consumer Price Index; and
(3) in paragraph (A)(8) of the definition of "Permitted Debt and Obligations", the definition of "Restricted Payment" (other than paragraph (A)), and Clauses 5.8(A)(3), 5.10(D), 9.1(B )(14), 9.1(B)(16), 10.1(A)(2)and 10.1(L) of this Agreement, increase by the percentage increase in the U.S. Consumer Price Index.
(B) The Indexed Amounts shall increase at the end of each 12 month period from the date of this Agreement by any percentage increase in the South African Consumer Price Index (in the case of 1.4(A)(1)(b) and 1.4(A)(2) above) and/or U.S. Consumer Price Index (in the case of 1.4(A)(1)(a) or 1.4(A)(3) above) for the preceding 12 month period.

1.5 Waiver denial / consent

(A) If any portion of the Second Instalment has not been advanced to the Seller under this Agreement and the Agent has elected to apply this Clause 1.5(A) further to Clause 1.5(B)(1), the Parties agree that:
(1) the Prepayment Amount;
(2) the percentages and number of ounces of Refined Gold in paragraphs (A) and (B) of the definition of "Designated Metal Percentage"; and
(3) the number of ounces of Refined Gold in Clause 4.1(A),

shall be reduced pro rata in the proportion that the non-advanced portion of the Prepayment Amount bears to the total Prepayment Amount.

(B) If a Second Prepayment Waiver Request has been submitted, then the Agent (acting on the instructions of the Majority Purchasers) shall, within 30 days of receiving the Second Prepayment Waiver Request, by written notice to the Seller:
(1) elect to apply Clause 1.5(A), in which case Clause 1.5(A) shall apply immediately;
(2) terminate this Agreement and claim a payment in respect of such termination equal to the Discounted EOD Early Termination Amount, which shall be paid by a Project Entity within 60 Business Days of such termination; or
(3) unconditionally accept and grant the waiver(s) or other consent(s) which were the subject of the Second Prepayment Waiver Request and pay to the Seller (in accordance with Clause 2.7) the relevant amount of the Second Instalment that has not already been advanced.
(C) The Seller shall provide to the Agent all additional information and materials (including access to and cooperation from relevant personnel) that the Agent or a Purchaser may reasonably require to analyse and consider the Second Prepayment Waiver Request.

1.6 No Subordination

The use of the term Permitted Encumbrances to describe any interests and Encumbrances permitted hereunder shall mean that they are permitted to exist (whether in priority to or subsequent in priority to the Security), and shall not be interpreted as meaning that such interests and Encumbrances are entitled to priority over the Security, except as permitted or required under the Intercreditor Agreement.

1.7 The Intercreditor Agreement and the Stream Documents

(A) The rights of the Parties under, and in respect of, this Agreement and any of the other Stream Documents shall be exercised in accordance with, and subject to, the provisions of the Intercreditor Agreement.
(B) In the case of any conflict or inconsistency between the provisions of the Intercreditor Agreement and any of the Stream Documents, the provisions of the Intercreditor Agreement shall prevail to the extent of the inconsistency.

2. PURCHASE AND SALE

2.1 Purchase and Sale of Refined Gold

(A) Subject to and in accordance with the terms of this Agreement, commencing on the date of this Agreement and until the end of the Term, the Seller hereby agrees to sell to each Purchaser, and each Purchaser hereby agrees to purchase from the Seller:
(1) in respect of each Outturn, an amount of Refined Gold equal to its Purchaser's Share of the Designated Metal Percentage of Payable Gold; or
(2) if Gold Minerals are sold further to an Offtake Agreement, in respect of each Lot, an amount of Refined Gold equal to its Purchaser's Share of the Designated Metal Percentage of Payable Gold from such Lot,

free and clear of all Encumbrances at the Delivery Time, until the end of the Term or earlier termination of this Agreement.

(B) The amount of Refined Gold to be delivered by the Seller to the Agent:
(1) under Clause 2.1(A)(1) shall be measured by the amount of Produced Gold delivered to the relevant Refinery (or, if applicable, the relevant smelter before delivery to such Refinery) in connection with such Outturn as determined by relevant information further to Clause 2.4(B); or
(2) under Clause 2.1(A)(2) shall be measured by the amount of Payable Gold in the Gold Minerals received by the Offtaker as determined by the provisional or final (as applicable) Offtaker Settlement Sheets further to Clause 2.3(B), and in respect of any Lot for which such amount of Refined Gold is determined by reference to a provisional Offtaker Settlement Sheet then in the calendar month following receipt of the relevant final Offtake Settlement Sheet the amount of Refined Gold sold and Delivered shall be adjusted (upwards or downwards as applicable) to take account of any difference in the amount of Payable Gold evidenced by the final Offtaker Settlement Sheet relative to the provisional Offtaker Settlement Sheet.

Payable Gold shall not be reduced for, and the Purchasers shall not be responsible for, any Taxes, refining charges, treatment charges, penalties, deductions, set-off, insurance charges, transportation charges, settlement charges, financing charges or price participation charges, or other similar charges or deductions, regardless of whether such charges or deductions are expressed as a specific metal deduction, as a recovery rate or otherwise, in any case, pursuant to the terms of the applicable Offtake Agreement or otherwise.

(C) Refined Gold shall not be reduced for, and the Purchasers shall not be responsible for any refining charges, treatment charges, penalties, deductions, set-off, insurance charges, transportation charges, settlement charges, financing charges or price participation charges, or other similar charges or deductions or expenses pertaining to and/or in respect of the Refined Gold sold and delivered to it hereunder, regardless of whether such charges or deductions are expressed as a specific metal deduction, as a recovery rate or otherwise under any agreement, all of which shall be for the account of the Seller.

2.2 Product Specifications

(A) The Refined Gold delivered by the Seller to the Agent (in accordance with Clause 2.3) pursuant to this Agreement need not come from gold physically produced at the Project.
(B) The Refined Gold to be delivered by the Seller to the Agent pursuant to this Agreement shall conform in all respects with the LBMA specifications for good delivery of gold bars under the Good Delivery Rules published by the LBMA from time to time, and the Purchasers shall not be required to purchase any Refined Gold that does not meet such specifications.
(C) If the LBMA ceases to exist or ceases to publish specifications for the good delivery of gold or such specifications should no longer be internationally recognized as the basis for good delivery of gold, the Agent and the Seller shall promptly meet to agree on new specifications for determining good delivery of Refined Gold. Until replacement specifications for good delivery of gold are mutually agreed on by the Agent (acting on the instructions of the Majority Purchasers) and the Seller in writing, deliveries of Refined Gold by the Seller to the Agent under this Agreement shall conform to the last set of specifications for good delivery of gold in effect under this Agreement immediately prior to the time such specifications ceased to be published or recognized and these specifications shall be the good delivery specifications for the purposes of this Agreement.

2.3 Delivery Obligations

(A) In respect of sales of Refined Gold further to Clause 2.1(A)(1), the Seller shall Deliver to the Agent, on or before the fourth Business Day in the fourth calendar month following the Gold Minerals Underlying Delivery Month, the required quantities of such Refined Gold in an amount equal to the Designated Metal Percentage of Payable Gold in respect of such Outturn as supported by the documentation required pursuant to Clause 2.4(B) (provided that, if the Outturn in respect of the Gold Minerals delivered to the relevant Refinery in the Gold Minerals Underlying Delivery Month occurs later than the 15th Business Day of the third calendar month following the Gold Minerals Underlying Delivery Month, then, subject to the Seller giving notice to the Agent of such delay as soon as reasonably practicable and in any event by such 15th Business Day, the date for such Delivery shall be extended by a number of days equal to such delay plus an additional five days).
(B) In respect of sales of Refined Gold further to Clause 2.1(A)(2), on or before the fourth Business Day in the fourth calendar month following the applicable Gold Minerals Underlying Delivery Month, the Seller shall Deliver to the Agent Refined Gold in an amount equal to the Designated Metal Percentage of Payable Gold in respect of

each such Lot (as adjusted further to Clause 2.1(B)(2) if applicable) as supported by the documentation required pursuant to Clause 2.4(B), provided that if the Project Company (or other Group Member, as applicable) does not receive payment at least equal to 85% of the estimated final amount due from the Offtaker (in accordance with the relevant Offtake Agreement), as set out in the relevant Offtaker Settlement Sheet, in respect of Gold Minerals delivered to such Offtaker in the relevant Gold Minerals Underlying Delivery Month until later than the 15thBusiness Day of the third calendar month following the Gold Minerals Underlying Delivery Month, then the date for such Delivery shall be extended by a number of days equal to such delay plus an additional five days.

(C) The Seller shall sell to the Purchasers and Deliver to the Agent all Refined Gold to be sold and Delivered under this Agreement by way of: (i) unallocated or (ii) allocated (with the prior written consent of the Agent (acting on the instructions of the Majority Purchasers acting reasonably)) credit (in metal) to the respective metal account or accounts in England designated by the Agent, and promptly notified to the Seller by the Agent by electronic communication from time to time no later than ten Business Days prior to anticipated first Delivery (and with any changes to the metal account or accounts to be notified no later than ten Business Days prior to any subsequent Delivery, provided that (i) the Seller shall have received from the Agent, completed "Know-Your-Client" questionnaires in respect of any metal account holder and any metal account provider, required to ensure compliance with Applicable Laws and internal "Know-Your-Client" procedures of the Parent which are generally applicable to counterparties of the Parent and (ii) if any metal account is designated outside England, any changes to the metal account or accounts shall be notified no later than 90 days in advance).
(D) Transfer of beneficial ownership in and title to, and risk of loss of, Refined Gold shall pass from the Seller to the Agent at the Delivery Time on the Delivery Date.
(E) All costs and expenses pertaining to each Delivery of Refined Gold to the Agent shall be borne by the Seller.
(F) The Seller hereby represents and warrants to and covenants with the Purchasers that (1) immediately prior to the Delivery Time, the Seller will be the sole legal and beneficial owner of the Refined Gold delivered to the Agent, (2) immediately prior to the Delivery Time, the Seller will have good, valid and marketable title to such Refined Gold, and (3) at the Delivery Time such Refined Gold will be free and clear of all Encumbrances.
(G) The obligation of the Seller to deliver Refined Gold under this Agreement shall be satisfied by the Delivery of the appropriate amount of Refined Gold in accordance with this Clause 2.3.
(H) In respect of any Purchaser that is not an Original Purchaser, the Seller's obligation to deliver and fulfil its obligations under this Clause 2.3 in connection with Deliveries of Refined Gold to the Agent for the benefit of such Purchaser shall be subject to the Seller receiving the information referred to in Clause 7.4(D).
(I) Parties acknowledge that any Delivery of the Refined Gold shall in all instances occur outside the Territory and agree for the avoidance of doubt that the costs of such Delivery shall be for the Seller's account.
(J) Where the Seller, Project Company or any Group Member has received payment under an insurance policy in respect of a shipment of Gold Minerals to any Offtaker

or any loss of Gold Minerals at any Refinery (controlled or under common control with the Project Entities) that is lost or damaged after leaving the Project Real Property (collectively, "Lost Shipment") and before the risk of loss or damage is transferred to the Offtaker or such Refinery (as applicable), the Seller shall use a portion of the Net Proceeds (of any insurance payment received by the Group Member in respect thereof) to acquire a pro rata proportion of the required quantities of Refined Gold in an amount equal to the Designated Metal Percentage of Payable Gold in respect of such Outturn from such Refinery (or Payable Gold sold under an Offtake Contract) that would have represented the overall value of the Lost Shipment and shall sell and deliver to the Agent (in accordance with Clause2.3) (without duplication to the extent previously sold and delivered to the Purchasers or the Agent (in accordance with Clause 2.3) by the Seller) such Refined Gold at the Gold Purchase Price.

2.4 Delivery Notifications and Monthly Invoicing

(A) On or before the 20th Business Day after the end of each Gold Minerals Underlying Delivery Month, the Seller shall send the Agent, by email (at [redacted] and with a copy to [redacted] or such other email address designated by the Agent in respect the Purchasers in writing from time to time):
(1) in respect of sales further to Clause 2.1(A)(1):
- (a) notice of all shipments of Gold Minerals sent to any Refinery in that Gold Minerals Underlying Delivery Month, including the date of each shipment and the weight and fineness (if estimated) of the doré bars, other beneficiated gold suitable for delivery to a Refinery for processing into Refined Gold or gold bearing concentrate so shipped; and
- (b) after receipt thereof by a Project Entity, a copy or notice of, as applicable, all documents and information received from the Refinery in that Gold Minerals Underlying Delivery Month related to the processing of Gold Minerals shipped to the Refinery, including any rejection of Gold Minerals, the expected date of the Outturn, sampling/assay information, umpire reports (if any), invoices and other settlement documents, including such other information that will allow the Agent to verify all aspects of the Deliveries of Refined Gold and compliance with other provisions of this Agreement, unless, in each case, the sharing of such information or documentation is restricted by applicable confidentiality restrictions or Applicable Laws, and then only to the extent of such restriction; and
(2) In respect of sales further to Clause 2.1(A)(2), copies of available Offtaker Settlement Sheets and other Offtaker statements, invoices or receipts for that Gold Minerals Underlying Delivery Month, or if the sharing of such documents is restricted by applicable confidentiality restrictions or Applicable Laws, such other information that will allow the Agent to verify all aspects of the Deliveries of Refined Gold and compliance with other provisions of this Agreement.
(B) Subject to any Delivery extension pursuant to Clauses 2.3(A) or 2.3(B), at least four Business Days' prior to the Delivery Date, the Seller shall deliver a pre-invoice notification to the Agent, in form acceptable to the Agent, by email (at [redacted] or such other email address designated by the Agent in respect of the Purchasers in writing from time to time), detailing the sale and Delivery of Refined Gold further to 2.1(A) in the fourth calendar month following the Gold Minerals Underlying Delivery Month, that shall include, in each case, for that calendar month:
(1) a calculation of the number of ounces of Refined Gold to be sold to the Purchasers and Delivered to the Agent;
(2) the Delivery Dates;
(3) in respect of any Outturn(s), copies of any assays, which shall be carried out in accordance with Good Industry Practice;
(4) in respect of the relevant Lot(s), copies of any provisional or final assays (as applicable), which shall be carried out in accordance with Good Industry Practice, and (if applicable) details of any increase or decrease in the quantity of Produced Gold shown by any such final assay compared to the relevant provisional assay;
(5) Offtaker Settlement Sheets (as applicable) on which the calculation is based, or if the sharing of such documentation is restricted by Applicable Law or the Delivery has been completed in advance of receipt of the Offtaker Settlement Sheets, such other information that will allow the Agent to verify the Delivery of Refined Gold, including in each case reference to the relevant Offtake Agreement(s);
(6) the remaining Uncredited Balance prior to the sale and Delivery of Refined Gold; and
(7) such other information as may be reasonably requested by the Agent (acting on the instructions of the Majority Purchasers, each acting reasonably)to allow it to verify all aspects of the Delivery of Refined Gold reflected in such preinvoice notification.
(C) On or before the first Business Day immediately following the Delivery Date, the Agent will confirm in writing to the Seller:
(1) confirmation of the number of ounces of Refined Gold sold to the Purchasers and Delivered to the Agent;
(2) the Gold Market Price for Refined Gold on the relevant Delivery Date and Delivery Times; and
(3) the Gold Purchase Price for Refined Gold sold to the Purchasers and Delivered to the Agent and to be paid in accordance with Clause 2.6;
(D) On or before the second Business Day immediately following the Delivery Date, the Seller shall deliver an invoice to the Agent, in form acceptable to the Agent, by email (at [redacted] or such other email address designated by the Agent in respect of the Purchasers in writing from time to time), detailing the sale and Delivery of Refined Gold based on the confirmations and calculations set out in Clause 2.4(C)
(E) Subject to any Delivery extension pursuant to Clauses 2.3(A) or 2.3(B), the Seller shall give the Agent at least four Business Days' notice of the Delivery Date and the number of ounces of Refined Gold to be sold to the Purchasers and Delivered to the Agent on such Delivery Date.

2.5 Gold Purchase Price

Each Purchaser shall procure that the Agent pays on its behalf to the Seller a purchase price for each ounce of Refined Gold sold and Delivered by the Seller to the Agent on behalf of such Purchaser under this Agreement (the "Gold Purchase Price") equal to:

(A) until the Prepayment Reduction Date, the Gold Market Price, payable (1) in cash or by wire transfer equal to the amount of the lesser of the Fixed Gold Price and the Gold Market Price, and (2) if such Gold Market Price is greater than the Fixed Gold Price, the balance (an amount equal to the difference between such Gold Market Price and the Fixed Gold Price) will be credited against the advanced Prepayment Amount in order to reduce the Uncredited Balance until it has been credited and reduced to nil; and
(B) after the Prepayment Reduction Date, the lesser of the Fixed Gold Price and the Gold Market Price, payable in cash or by wire transfer.

The Gold Purchase Price determined by the Gold Market Price as established by the price in US dollars quoted by the London Bullion Market Association, is the consideration for selling the Refined Gold in respect of each Delivery and invoice, including where set off against the Prepayment Amount.

2.6 Payment for Refined Gold

Payment by the Agent for each Delivery of Refined Gold shall be made (A) on the third Business Day following the Delivery Date and (B) to the Seller Revenues Account.

2.7 Currency and Method of Payments

All payments of funds due by one Party to another under this Agreement shall be made in US Dollars and shall be made by wire transfer in immediately available funds to the Seller Revenues Account in respect of payments to the Seller and to bank account or accounts (which must be outside South Africa) designated by the receiving Person in writing from time to time in respect of payments to Agent, a Purchaser or an Indemnified Party.

2.8 Form of invoices

All invoices issued by the Seller further to this Clause 2 must be in the form as required by the South African Revenue Service for the purposes of relying on any applicable VAT zerorating and any required supporting documentary evidence must be retained as required by Applicable Law.

2.9 Role of the Agent

At all times:

(A) in respect of the Delivery, notification and invoicing obligations in Clauses 2.3 and 2.4, the Seller shall discharge its obligations to the Purchasers by making such Delivery, notification or invoice submission to the Agent for and on behalf of each Purchaser, in accordance with the relevant Clause; and
(B) in respect of the payment obligations in Clauses 2.5 and 2.6, then each Purchaser shall discharge such obligations by procuring that the Agent shall make such payment on behalf of each such Purchaser in accordance with the relevant Clause.

2.10 Benchmark Replacement

In the event that:

(A) the LBMA Gold Price is no longer quoted by the London Bullion Market Association, the Gold Market Price or any spot price referenced in this Agreement shall be determined by reference to the price of Refined Gold in the manner endorsed by the London Bullion Market Association, or
(B) the London Bullion Market Association ceases to be in operation or does not, or ceases to, make such an endorsement as referred to in Clause 2.10(A), the Gold Market Price or any other spot price referenced in this Agreement shall be determined by reference to the price of Refined Gold in the manner endorsed by the World Gold Council, failing which price will be determined by reference to the price of Refined Gold on a commodity exchange mutually acceptable to the Project Entities and the Agent (acting on the instructions of the Majority Purchasers), each acting reasonably.

3. PREPAYMENT

3.1 Payment

(A) In consideration for the sale to the Purchasers by the Seller and Delivery by the Seller to the Agent for and of the Purchasers of Refined Gold, on the dates and in the amounts set out in Clause 3.1(E) (but subject to Clauses 3.3 to 3.5) each Purchaser agrees to pay to the Seller, and the Seller agrees to accept, its Purchaser's Share of the Prepayment Amount in connection with, and as a prepayment of, the Gold Purchase Price further to Clause 2.5.
(B) Without prejudice to remedies under Clauses 10.2 and 11.2, the Purchasers and the Agent will not be entitled to demand repayment of the Prepayment Amount.
(C) No interest will be payable by the Seller on or in respect of the Prepayment Amount.
(D) For the avoidance of doubt, the Prepayment Amount shall not be applied as consideration or as payment made for the sale and Delivery of Refined Gold unless and until the Seller applies the Prepayment Amount further to Clause 2.5(A).
(E) Subject to Clauses 3.3 to 3.5, each Purchaser will pay its Purchaser's Share of each Instalment of the Prepayment Amount which will be paid in two Instalments as follows:
(1) US\$ 50,000,000 (the "First Instalment"), on a date to be selected by the Seller upon at least ten Business Days' written notice to the Agent, subject to the satisfaction of the conditions set forth in Clause 3.3;
(2) US\$ 150,000,000 (the "Second Instalment") on a date to be selected by the Seller upon at least ten Business Days' written notice to the Agent, subject to the satisfaction of the conditions set forth in Clause 3.4;

and in each case such Instalment shall be paid into the Seller Revenues Account.

(F) The date upon which the First Instalment and Second Instalment, are paid by the Purchasers shall be referred to in this Agreement as the "First Instalment Date" and "Second Instalment Date", respectively, and collectively the "Instalment Dates".

(G) A notice from the Seller notifying the Agent of the date of the First Instalment Date and the Second Instalment Date shall be referred to in this Agreement as a "Prepayment Instalment Notice".

3.2 Use of Prepayment Amount

(A) The Seller must utilise the full Prepayment Amount to fund expenditure to be incurred in the purchase of Refined Gold, such Refined Gold to be sold to the Purchaser(s) pursuant to Clauses 2.1 and 2.2 in each case. In respect of each invoice, the Prepayment Amount so utilised must match the amount credited against the Prepayment Amount further to Clause 2.5(A). To the extent that the Prepayment Amount has not yet been applied to fund such expenditure, the Seller must ensure that such amount is available, as and when required, to defray the expenditure to be incurred in the purchase of such Refined Gold.
(B) In addition, the Seller will procure that, and the Project Company undertakes that, the Project Company shall apply an amount equal to the Prepayment Amount to:
(1) develop the Project in accordance with the Mine Plan, in order to produce Gold Minerals, thus enabling the Seller to deliver the required amounts of Refined Gold to the Agent in accordance with Clauses 2.1 and 2.2; and
(2) the Seller further undertakes to ensure that the Project Company is placed in funds, in total amounting to the Prepayment Amount, in order to enable the Project Company to develop the Project as described above and pursuant to this the Seller and the Project Company will enter into the Intra-group Loan Agreement. Further to the Intra-group Loan Agreement the Seller shall, within four Business Days from when it receives any portion of the Prepayment Amount further to Clause 3.1, provide Debt to the Project Company in an amount at least equal to such portion of the Prepayment Amount by depositing such Debt into the Project Company Revenues Account. The Seller shall ensure that any Debt provided by the Seller to the Project Company further to this Clause 3.2(B)(2) is fully subordinated to the Stream Obligations further to the Intercreditor Agreement.

3.3 Conditions Precedent to the First Instalment

The obligations of the Purchasers to pay the First Instalment under Clauses 3.1(A) and 3.1(E)(1), shall be subject to the following conditions having been satisfied as at the First Instalment Date:

(A) all of the representations and warranties made by any Project Entity or Guarantor pursuant to this Agreement shall be true and correct in all material respects (other than those representations and warranties which are subject to a materiality qualifier, which representations and warranties shall be true and accurate in all respects) as at the First Instalment Date by reference to the facts and circumstances at such time;
(B) no Project Entity Event of Default or Material Breach Event (or event which with notice, determination or lapse of time or any combination of them would become a Project Entity Event of Default or Material Breach Event) shall have occurred and be continuing;
(C) an officer of each of the Project Entities shall have executed a certificate, in form and substance satisfactory to the Agent (acting on the instructions of the Majority Pur-

chasers, each acting reasonably), dated as of the First Instalment Date and addressed to the Agent, as to (1) certification of the matters set forth in Clauses 3.3(A) and 3.3(B); (2) its constitutional documents; (3) the resolutions of its board of directors (or equivalent) authorizing the execution, delivery and performance of this Agreement and the other Stream Documents to which it is party and the transaction contemplated hereby and thereby, as well as (in the case of the Project Company only) the requisite resolutions in terms of sections 44, 45 and/or 46 of the Companies Act, 2008 (as applicable); (4) in the case of the Project Company only, the resolutions of its shareholders, in form and substance satisfactory to the Agent (acting on the instructions of the Majority Purchasers, each acting reasonably,) passed by the requisite majority in accordance with the Companies Act, 2008, the memorandum of incorporation of the Project Company and the Consolidated Investors Agreement and approval by the management committee passed by the requisite majority in accordance with the Consolidated Investors Agreement and the memorandum of incorporation of the Project Company authorizing the execution, delivery and performance of this Agreement and the other Stream Documents to which it is party and the transaction contemplated hereby and thereby, as well the requisite resolutions in terms of sections 44 and/or 45 of the Companies Act, 2008 (as applicable); (5) the names, positions and true signatures of the persons authorized to sign this Agreement and the other Stream Documents to which it is a party on its behalf; and (6) such other matters pertaining to the transactions contemplated hereby as a Purchaser may reasonably require;

(D) the Agent shall have received a confirmation that each of the Project Entities, Ivanplats Holding, and Ivanhoe South Africa Holdings Ltd is in business and in good standing (as applicable) (such confirmation to be issued by the Companies and Intellectual Property Commission in respect of the Project Entities, and otherwise by the appropriate Governmental Body) dated no earlier than two Business Days prior to the Prepayment Instalment Notice in respect of the First Instalment;
(E) the Agent shall have received a copy of all Material Contracts and Material Project Authorizations that have been entered into or obtained on or before the date of payment of the First Instalment;
(F)
(1) the Stream Documents (other than the Mining Right Mortgage Bond and [exclusion redacted – commercially sensitive information]) shall have been executed and delivered by all parties thereto (other than the Purchasers) and, subject to the registration of the General Notarial Bond and the Mining Real Property Mortgage Bond at the relevant deeds office, are in full force and effect, in form and substance satisfactory to the Agent (acting on the instructions of the Majority Purchasers, each acting reasonably);
(2) the Agent is satisfied (acting on the instructions of the Majority Purchasers, each acting reasonably) that the General Notarial Bond and the Mining Real Property Mortgage Bond have been lodged for registration with the relevant deeds office; and
(3) the Intra-Group Loan Agreement and the Intra-Group Offtake Agreement shall have been executed and delivered by all parties thereto and are in full force and effect, in form and substance satisfactory to the Agent (acting on the instructions of the Majority Purchasers, each acting reasonably), and copies thereof provided to the Agent;
(G) the Project Company has in accordance with the requirements of Applicable Law, submitted an application (in form and substance acceptable to the Agent (acting on the instructions of the Majority Purchasers, each acting reasonably)), to the DMRE for the consent of the Minister of Mineral Resources to Encumber the Mining Right and register the Mining Right Mortgage Bond over the Mining Right in favour of the Security SPV (the "Mining Right Application");
(H) subject to Clause 3.6, the Project Company has in accordance with the requirements of Applicable Law, provided to the Agent complete applications in terms of section 11 of the MPRDA (in form and substance acceptable to the Agent (acting on the instructions of the Majority Purchasers, each acting reasonably)) seeking the consent of the Minister of Mineral Resources to (x) enforce the Share Pledge Agreement (Ivanplats Holding) and the Share Pledge Agreement (ITC Platinum) and cede all of the equity interest to be pledged thereunder and/or cede (as the case may be) in terms of the Share Pledge Agreement (Ivanplats Holding) and the Share Pledge Agreement (ITC Platinum) and (y) cede and transfer the Mining Right (together, the "Section 11 Applications") (and said Section 11 Applications should have been duly approved by the board or, if applicable, the shareholders of the Project Company);
(I) the Agent shall have received the following legal opinions addressed to the Purchasers and Agent and in form and substance satisfactory to the Agent (acting on the instructions of the Majority Purchasers, each acting reasonably):
(1) of the Seller's legal counsel relating to (a) the legal status of the Group Members and any other Person entering into any Stream Document to which a Group Member is a party, (b) the corporate power and authority of the Group Members and any other Person entering into any Stream Document to which a Group Member is a party to execute, deliver and perform this Agreement and the other Stream Documents to which a Group Member is a party, as applicable, (c) the authorization, execution and delivery of this Agreement and the other Stream Documents by the Group Members;
(2) of a Purchaser's legal counsel relating to (a) the enforceability of this Agreement and the other Stream Documents against the Group Members and any other Person entering into any Stream Document, as applicable, (b) the due registration or filing of any registrable Security Documents and, where applicable, the perfection of the security interest of the Security SPV under the Security Documents executed pursuant to Clause 3.3(J) and the results of the usual searches that would be conducted in connection with the Security, and (c) any other customary matters relating to this Agreement and the other Stream Documents and the transactions contemplated hereby and thereby; and
(3) of the Project Company's legal counsel relating to title to the Mining Right;
(J) the PGE Stream Agreement and any other relevant PGE Stream Documents shall have been executed and are in full force and effect;
(K) conditions precedent to payment of the first prepayment amount instalment under clause 3.1(E)(1) (as applicable)] of the PGE Stream Agreement have been satisfied;
(L) no Order or Applicable Law, which restrains, enjoins, prohibits or otherwise makes illegal the consummation of the transactions contemplated by the Stream Documents shall be in effect;
(M) no action or proceeding, at law or in equity, shall be pending or threatened by any Person or Governmental Body to restrain, enjoin or prohibit the consummation of the transactions contemplated by the Stream Documents;
(N) any and all approvals required by the Financial Surveillance Department of the South African Reserve Bank or an Authorised Dealer of the South African Reserve Bank (as applicable) in respect to all of the payments and obligations of any Project Entity under, and transactions contemplated by, the Stream Documents requiring such approval, as applicable, have been duly obtained in writing in accordance with the requirements of the Exchange Control Regulations (with no Person having any right to terminate, suspend, cancel or revoke any of the foregoing);
(O) the Anti-Corruption Policy remains in full force and effect;
(P) the First Instalment Date is on or before 31 December 2021 (or such other date as the Agent (acting on the instructions of the Super Majority Purchasers) and Seller agree in writing); and
(Q) the Intercreditor Agreement shall have been executed by the relevant Purchasers, the Seller, the Security SPV, the Project Company and any other relevant Related Parties subject to its terms.

3.4 Conditions Precedent to the Second Instalment

The obligations of the Purchasers to pay the Second Instalment under Clauses 3.1(A) and 3.1(E)(2), shall be subject to the following conditions having been satisfied on the Second Instalment Date:

(A) all of the Fundamental Warranties made by any Project Entity or Guarantor pursuant to this Agreement shall be true and correct in all material respects as at the Second Instalment Date by reference to the facts and circumstances at such time;
(B) no Project Entity Event of Default or Material Breach Event (or event which with notice, determination or lapse of time or any combination of them would become a Project Entity Event of Default or Material Breach Event) shall have occurred and be continuing;
(C) an officer of each of the Project Entities shall have executed a certificate, substantially in the form set out in Schedule 11 (Form of Officer's Certificate), dated as of the Second Instalment Date and addressed to the Agent, as to certification of the matters set forth in Clauses 3.4(A) and 3.4(B);
(D) the Agent shall have received a confirmation that each of the Project Entities, Ivanplats Holding, ITC and Ivanhoe South Africa Holdings Ltd is in business and in good standing (as applicable) (such confirmation to be issued by the Companies and Intellectual Property Commission in respect of the Project Entities, and otherwise by the appropriate Governmental Body) dated no earlier than the two Business Days prior to the date of payment of the Second Instalment of the Prepayment Amount;
(E) the Agent has received a definitive feasibility study for the Project prepared in accordance with NI 43-101 requirements and approved by the Board and including a water balance and power balance showing sufficient available allocation of such water and power from active contracts and/or utility allocations for the Phase 1 Project;
(F) binding Permitted Debt and Obligations and/or binding equity finance commitments (excluding any commitments under the Stream Documents or PGE Stream Documents), for the purposes of the Project (excluding the Shaft 2 Sinking), in respect of an amount at least equal to US\$ 56,000,000 (less any evidenced equity contributions from the date of this Agreement through to the date of the First Instalment to the extent spent on Project Costs) shall have been entered into and are in full force and effect;
(G) in respect of the PGE Stream Agreement, conditions precedent to payment of the corresponding prepayment amount instalment under clause 3.1(E)(2), (as applicable) of the PGE Stream Agreement have been satisfied;
(H) a copy of the Project Schedule has been provided to the Agent;
(I) there is no Funding Shortfall;
(J) an amount equal to at least 80% of the aggregate amount of Instalments already paid by Purchasers has been paid (or is due to be paid within 30 days of the relevant Instalment Date) or is contractually committed to be paid by the Project Company within 90 days of the relevant Instalment Date in respect of Project Costs which are budgeted as set out in the then current Mine Plan, in each case to Person(s) that are not the Parent and its Subsidiaries;
(K) the Prepayment Long Stop Date has not occurred;
(L) the Second Instalment Threshold Date has occurred;
(M) the conditions subsequent set out in Clause 3.6 have been satisfied or waived;
(N) [conditions precedent redacted commercially sensitive information].

3.5 Satisfaction of Conditions Precedent

(A) The Group Members shall use their commercially reasonable efforts to fulfil the conditions in Clauses 3.3 and 3.4.
(B) The Parties shall co-operate in exchanging such information and providing such assistance as may be reasonably required in connection with the foregoing. The Agent and the Purchasers will act reasonably promptly in giving its view as to the acceptability of evidence provided in respect of any conditions set forth in Clauses 3.3 and 3.4.
(C) Each of the conditions set forth in Clauses 3.3 and 3.4 is for the exclusive benefit of the Purchasers, and may be waived by the Agent (acting on the instructions of the Majority Purchasers) in its sole discretion in whole or in part in writing.
(D) For greater certainty, the absence of satisfaction of any or all of the conditions set forth in Clauses 3.3 or 3.4 shall not relieve the Project Entities or Guarantors from their obligations under this Agreement.

3.6 Conditions Subsequent

Each of the Project Entities shall procure that:

(A) within 60 days of the First Instalment Date:

(1) the General Notarial Bond shall have been lodged and registered with the relevant deeds office; and
(2) [condition subsequent redacted commercially sensitive information]; and
(B) within 90 days of the First Instalment Date, the Mining Real Property Mortgage Bond shall have been lodged and registered with the relevant deeds office.

4. TERM

4.1 Term

(A) This Agreement shall be effective on the date hereof and, subject to Clause 4.1(B) and Clause 4.1(C), shall continue until the date that is the earlier of (i) the date when 685,280 ounces of Refined Gold or, if Commencement of Shaft 2 Sinking has not occurred on or before 1 January 2027, 769,100 ounces of Refined Gold (the "Total Gold Stream Deliveries") have been Delivered in aggregate to the Purchasers under this Agreement (such date, the "Total Gold Stream Delivery Date") or (ii) 40 years after the date of this Agreement (the "Initial Term") and, in respect of (ii) only, shall automatically be extended for successive 20-year periods (each an "Additional Term" and, together with the Initial Term, the "Term"), unless, in each case, there has been no active Mining Operations during the last 20 years of the Initial Term or throughout such Additional Term, as applicable, in which case this Agreement shall terminate at the end of the Initial Term or such Additional Term, as applicable.
(B) This Agreement may also be terminated by the Parties on mutual written consent or by either Party in accordance with Clauses 10 or 11.
(C) In circumstances where the Tail Period Expiry Date occurs after the Total Gold Stream Delivery Date, during the period from the Total Gold Stream Delivery Date until the Tail Period Expiry Date ("Tail Mining Period"), this Agreement shall continue in full force and effect provided that:
(1) solely to the extent that "Project Real Property" is used in the definitions of "Gold Minerals" and "Produced Gold", any references to "Mining Area" in the definition of "Project Real Property" and "Mining Real Property" shall be deemed to be references to the "Tail Mining Area";
(2) the Designated Metal Percentage will be deemed to be 5%;
(3) the Fixed Gold Price will be deemed to be an amount equal to 80% of the applicable Gold Market Price; and
(4) new Clause 2.3(K) shall be deemed to be inserted:

"Absent fraud, manifest error, gross negligence and/or wilful misconduct, for the purposes of Clause 4.1(C), the Seller's determination of:

(1) whether or not mining has commenced outside of the Tail Mining Area; and
(2) the amount of Gold Minerals recovered from inside and outside the Tail Mining Area,

in each case, during the Tail Mining Period, shall be final and binding upon the Purchasers and the Agent."

(5) the Purchasers and the Agent's rights to any claims and/or remedies under or in connection with any of the following provisions shall immediately cease to have effect: Clauses 6, 10.1 and 10.2, except that the Agent shall be able to terminate this Agreement and / or claim (and be entitled to) Losses of the Agent and each Purchaser if any event or circumstance set out in Clause 10.1 occurs and is continuing.

If this Clause 4.1(C) applies then this Agreement shall terminate on the Tail Period Expiry Date.

(D) The Project Company shall provide the Agent with written notice of the Tail Period Expiry Date (together with any reasonable supporting documentation), as soon as reasonably practicable, of the occurrence thereof.

4.2 Survival

The following provisions shall survive termination of this Agreement: Clauses 2.6 (in respect of any Refined Gold Delivered prior to such termination), 2.7, 5.11 (in respect of any periods prior to such termination), 6.9, 12, 13, 14 and 15, and such other provisions of this Agreement as are required to give effect thereto.

5. REPORTING; BOOKS AND RECORDS; INSPECTIONS

5.1 Geological and Engineering Reports and Mine Plan

(A) Until the Security Release Date: the Project Company shall promptly deliver to the Agent a copy of any:
(1) if the Parent is listed on a public securities exchange, final technical reports which have been prepared in accordance with National Instrument 43-101, and updated publicly available mineral reserve and mineral resource estimates produced that pertain to the Project; or
(2) if the Parent is not listed on a public securities exchange, final technical reports which have been prepared in accordance with National Instrument 43-101, and updated mineral reserve and mineral resource estimates produced that pertain to the Project, in each case, no more than once per calendar year.
(B) During the Term the Project Company shall promptly deliver or procure the delivery of a copy of any amendment, revision or supplement to, or replacement of the Mine Plan to the Agent.

5.2 Monthly Construction Reports

On or before the 20th Business Day after the end of each calendar month until the Completion Date, the Project Company shall provide to the Agent a Monthly Construction Report in respect of each relevant month.

5.3 Operation and Production Reports

On or before the last Business Day of the calendar month after the end of each calendar month (until the Completion Date) or quarter (with effect on and from the Completion Date) commencing from earlier of the first shipment of Gold Minerals (i) to a Refinery or (ii) to an Offtaker until the end of the Term, the Project Company shall provide to the Agent an Operation and Production Report in respect of each relevant calendar period.

5.4 Annual Monitoring Report

On or before the 120th day after the beginning of each calendar year, the Project Company shall provide to the Agent an Annual Monitoring Report in respect of the immediately preceding calendar year.

5.5 Annual Compliance Certificate and Forecast

(A) On or before February 28 of each calendar year during the Term, the Project Company shall provide to the Agent an Annual Compliance Certificate in respect of the immediately preceding calendar year. On or before 31 January in each calendar year during the Term the Project Company shall provide to the Agent a forecast of its Refined Gold production for that calendar year, prepared in good faith and in accordance with Good Industry Practice.
(B) On or before 31 January in each calendar year during the Term and until the Tail Period Expiry Date, the Project Company shall provide to the Agent a report setting out (1) the amount, if any, of Gold Minerals recovered from outside the Tail Mining Area and, separately, from inside the Tailing Mining Area during the preceding year, until the Total Gold Stream Delivery Date; and (2) for the period after the Total Gold Stream Delivery Date, the amount, if any, of Gold Minerals recovered from inside the Tail Mining Area during the preceding year.

5.6 Financial Reports

(A) Project Company

(1) On or before the 45th day after the end of each of the Project Company's first, second and third fiscal quarters, the Project Company shall provide to the Agent a copy of the Project Company's quarterly unaudited financial statements for such quarter.
(2) On or before the 90th day after the end of each of the Project Company's fiscal years, the Project Company shall provide to the Agent a copy of the Project Company's audited annual financial statements for such year.

(B) Seller

(1) Upon written request from the Agent, on or before the 45th day after the end of each of the Seller's first, second and third fiscal quarters, the Seller shall provide to the Agent a copy of the Seller's quarterly unaudited financial statements for such quarter.
(2) Upon written request from the Agent, on or before the 90th day after the end of each of the Seller's fiscal years, the Seller shall provide to the Agent a copy of the Seller's audited annual financial statements for such year.

5.7 Other Reports

The Project Company shall promptly deliver or furnish, or cause to be delivered or furnished, to the Agent a copy of any material reports, certificates, documents and notices relating to the Project which are received or delivered by or on behalf of a Group Member in connection with Key Transaction Documents or Material Project Authorizations to the extent not already delivered to the Agent under the Stream Documents.

5.8 Copies of Material Contracts and other information

(A) Until the Security Release Date, the Project Company shall promptly deliver or furnish, or cause to be delivered or furnished, to the Agent a copy of:
(1) any new Material Contract or any amendment or revision to any existing Material Contract (and, in each case, any Contract in respect of the Phase 2 Project that would satisfy the definition of "Material Contract" applied mutatis mutandis in respect of the Phase 2 Project with references to US\$ [redacted], ZAR [redacted] and Phase 1 Project being construed as references to US\$ [redacted], ZAR [redacted] and Phase 2 Project respectively);
(2) any new Material Project Authorization, or amendment, revision, reissuance or replacement of any existing Material Project Authorization;
(3) documentation relating to the acquisition by the Project Entities of any Project Real Property with a value in excess of US\$[redacted], whether owned or leased; and
(4) any executed offtake agreement for sale to Itochu Corporation, ITC or any of their Affiliates as contemplated by clause 11 (Disposal of Production) of the Consolidated Investors Agreement.
(B) Until the Completion Date, the Project Company shall promptly deliver or furnish, or cause to be delivered or furnished, to the Agent a copy of each Construction Budget and any material amendment, revision or supplement to the Construction Budget or Project Schedule;
(C) A Project Entity shall notify the Agent in writing at least 5 Business Days prior to any intended Restricted Payment to be made in accordance with Clause 6.7(A)(5) with full particulars of such intended Restricted Payment;

5.9 Notice of Completion

The Project Company shall provide the Agent with written notice of the Completion Date within 20 Business Days of the occurrence thereof.

5.10 Notice of Adverse Impact

The Project Company shall provide the Agent with written notice of each of the following events reasonably promptly upon a Project Entity becoming aware of or having knowledge of such event:

(A) the occurrence of any Project Entity Event of Default or a Material Breach Event, or any event or circumstance which with notice or lapse of time or both would become a Project Entity Event of Default or a Material Breach Event or may result in a Project Entity Event of Default or a Material Breach Event;
(B) any material default by any party under or termination or threatened termination of any Material Contract (or any Contract in respect of the Phase 2 Project that would satisfy the definition of "Material Contract" applied mutatis mutandis in respect of the

Phase 2 Project with references to US\$ [redacted], ZAR [redacted] and Phase 1 Project being construed as references to US\$ [redacted], ZAR [redacted] and Phase 2 Project respectively);

(C) all material actions, hearings, investigations, notices of violation, hearings, investigations, suits, claims and proceedings before any Governmental Body or arbitrator pending, or to the Project Company's knowledge threatened, against or affecting any Group Member or the Project including any of their ownership;
(D) any event, circumstance or fact that is expected to give rise to a "default" or an "event of default" or similar (howsoever defined) under any Senior Financing or any other agreement in respect of Debt of the Project Entities or any Guarantor in a principal amount of US\$[redacted] or more without any amendments or waivers from the creditor party thereunder;
(E) to the extent not already notified under a preceding paragraph of this Clause 5.10, details of any material environmental, health or safety violations and/or material violations of any Applicable Laws, Anti-Corruption Laws, Anti-Money Laundering Laws or any non-compliance with the Anti-Corruption Policy;
(F) any other condition or event which has resulted in a Material Adverse Effect;
(G) the loss of or material non-compliance with the terms of, or any threat (in writing) by a Governmental Body to revoke or suspend, any Material Project Authorization;
(H) until the first anniversary of the later of the Second Instalment Date and the Prepayment Long Stop Date, a Warranty given by a Project Entity under this Agreement is not true and correct in all material respects; and
(I) any material dispute or material disturbance relating to the Project that involves local communities if such dispute or disturbance could affect the development or operation of the Project in accordance with the Mine Plan,

in each case, accompanied by a written statement by a senior officer of the Project Company setting forth details of the occurrence referred to therein.

5.11 Books and Records

(A) The Project Company shall keep true, complete and accurate books and records of all of its respective operations and activities with respect to the Project and this Agreement, including the mining and production of all Gold Minerals from the Project Real Property and the mining, treatment, processing, milling, transportation and sale or refining of all Gold Minerals, and all operating or capital costs.
(B) The Project Company shall, and the Project Company shall cause the Group Members to, permit the Agent (and its professional advisors) to perform audits or other reviews and examinations of their books and records and other information relevant to the production, Delivery and determination of Refined Gold under this Agreement and compliance with this Agreement from time to time at reasonable times at not less than three Business Days' notice, provided that the Agent will not exercise such rights more often than once during any calendar year absent the existence of a Project Entity Event of Default or a Material Breach Event, or absent a material deficiency identified during a previous audit or review, in which case such rights may be exercised at such periods as may be reasonably determined by the Agent (and in any event at least once during any calendar quarter) until no material deficiencies are identified during three consecutive audits or reviews, at which point the Agent will once again be limited to exercising such rights once per calendar year. The Agent shall use its commercially reasonable efforts to diligently complete any audit or other examination permitted hereunder. Such audit or other review or examination shall be at the Purchasers' expense, provided that if it is established by such audit or other review or examination, or further to a Dispute, that the amount of Refined Gold Delivered on a given Delivery Date was less than the amount that should have been Delivered under this Agreement by five percent or more, then the Project Company shall immediately on demand pay the costs of such audit or other review or examination to the Agent.

5.12 Inspections

(A) Subject to Clause 5.12(B), not more than once every six months until the Completion Date and once every 12 months (the first such 12 month period to commence on the day following the Completion Date) thereafter, and in each case, upon no less than ten Business Days' notice to the Project Company and subject at all times to the workplace rules and health and safety Applicable Laws and requirements, and supervision of the Project Company, the Project Company shall grant, or cause to be granted, to the Agent and the Independent Engineer and individuals nominated by them, at reasonable times and at the Project Company's sole expense, the right to access the Project Real Property and other facilities of the Project, in each case to monitor the construction and operation of the Project and compliance with this Agreement during the Term. The Agent shall use its commercially reasonable efforts to not interfere with development, mining or processing work conducted on the Project Real Property. No more than five individuals may attend.
(B) After the Completion Date any costs incurred by the Agent, the Independent Engineer or its nominees in such inspection shall be for the Agent's account.

5.13 Refineries and Offtakers

The Seller shall provide the Agent with written notice promptly upon the Seller or the Project Company becoming aware of or having knowledge of any dispute between the Seller or the Project Company and any Refinery or an Offtaker that would have a material impact on the quantum or timing of Deliveries under this Agreement. The Seller shall provide the Agent with timely updates of the status of any such dispute and the final decision and award of the court or arbitration panel with respect to such dispute, as the case may be.

5.14 No Disclosure of Confidential Information

A Project Entity's obligations under Clauses 5.7, 5.8(A) and (B) and 5.11(B) shall not extend to any documents, agreements, materials, files or other information (whether held in electronic form or otherwise) that it is not permitted to disclose to the Agent (or any of its professional advisors)) pursuant to confidentiality obligations applicable to any Project Entity (or any of its Affiliates) which are owed to a Person which is not an Affiliate or Related Party. Such Project Entity shall be entitled not to disclose to the Agent (or any of its professional advisors) any such documents, agreements, materials, files or other information. The relevant Project Entity shall however use reasonable endeavours to obtain consent to disclosure of such documents, agreements, materials, files or other information (including by incorporating appropriate provisions into agreements with third parties) and will in any case provide to the Agent a sufficiently detailed (having regard to the purpose of the relevant disclosure) summary of such documents, agreements, materials, files or other information (to the extent permitted by such confidentiality obligations).

6. COVENANTS

6.1 Conduct of Operations

At all times:

(A) Except as otherwise provided herein, all decisions regarding the Project, including any decisions concerning (1) the methods, extent, times, procedures and techniques of any development and mining related to the Project or any portion thereof, (2) milling, processing, or extraction, (3) materials and equipment to be introduced on or to the Project, and (4) decisions to operate or continue to operate the Project or any portion thereof, including with respect to closure and care and maintenance shall be made by the Project Company in its sole discretion.
(B) The Project Company shall at all times from and after the date hereof use commercially reasonable efforts to obtain, as and when required, and preserve and maintain, all Licences (including environmental Licences and Utility Commitments) and Contracts which are required to permit the Project Company to (1) own the Project (2) develop, construct and operate the Project as contemplated by the Mine Plan, (3) commence and carry out the operation of commercial production transactions from the Project, and (4) perform its obligations under the Stream Documents to which it is a party.
(C) The Project Company and the Group Members shall timely and fully perform, pay and observe, or cause to be performed, observed and paid, any and all liabilities, requirements and obligations required by any Applicable Laws, Material Project Authorizations, Material Contracts or by any Governmental Body or by Good Industry Practice, in each case:
(1) for the reclamation, restoration or closure of any facility or land; and
(2) in connection with the Project Company's or the Group Members' operations or activities at, on or in respect of the Project or required under this Agreement,

in each case except where such liabilities or obligations are diligently contested in good faith and appropriate provision has been made for them in the relevant Group Member's account.

(D) The Project Company shall, and shall procure that, to the extent applicable to it, each Group Member shall, comply with the Mining Code and any other applicable Law promoting B-BBEE and all applicable B-BBEE Requirements and shall maintain its B-BBEE Status at all times.
(E) The Project Company shall operate the Project on a commercial basis as though it has the full economic interest in the gold produced from the Project Real Property in the absence of this Agreement and as if it were entitled to receive the Gold Market Price for all gold produced. The Project Company shall ensure that all cut-off grade, short term mine planning, longer term planning and production decisions, and all resource and reserve calculations, concerning the Project shall be consistent with normal industry practice.
(F) The Project Company shall use its reasonable endeavours to develop, construct, commission and operate the Project, in all material respects, in accordance with the Mine Plan, the Construction Budget, the Project Schedule and otherwise in accordance with this Agreement. The Mine Plan shall be maintained and updated in accordance with Good Industry Practice and may not be amended in any material respect unless such amendment is made in accordance with Good Industry Practice.
(G) The Project Company shall ensure that all Offtake Agreements are entered into on arm's length terms.
(H) The Project Company shall use its reasonable endeavours to perform all development and Mining Operations and activities pertaining to or in respect of the Project in accordance with the IFC Performance Standards, save that on and from the Security Release Date, the Project Company shall use its reasonable endeavours to perform all development and Mining Operations and activities pertaining to or in respect of the Project in accordance with either the IFC Performance Standards or such other international mining industry recognised standards applicable to environmental and social matters.
(I) Until the Phase 2 Completion Date, the Mine Plan and the Project Schedule shall be maintained and updated in accordance with Good Industry Practice and, in the case of the Mine Plan, so as to include a detailed construction budget(including all Project Costs) for the achievement of the Completion Date in accordance with the Mine Plan. None of the Mine Plan, a Construction Budget or the Project Schedule may be amended in any material respect unless such amendment is made in accordance with Good Industry Practice.

(J) Project Updates

(1) The Seller will establish and maintain, until the Completion Date, a Project update group comprising a representative of senior management of the Project Company, a representative of Orion Resource Partners (USA) LP or one of its Affiliates for the purposes of discussing any issues arising out of a Monthly Construction Report. The representatives shall not be entitled to any salary, compensation or remuneration from the Project Company in such capacity.

(2) With an agenda having been sent in advance by Orion Resource Partners (USA) LP or one of its Affiliates, the group will meet (by telephone, videoconference or otherwise) no more than once per month before the Completion Date to discuss relevant matters. The Project Company will provide any representative with such information as it may reasonably request. The group shall have no executive authority in respect of the management of the Project.

(K) Intra-Group Loan and Offtake

The Project Entities shall not amend, cancel, suspend, terminate or Transfer, in whole or in part, the Intra-Group Loan Agreement or the Intra-Group Offtake Agreement, where such amendment, cancellation, suspension, termination and/or Transfer would have an adverse impact on a Purchaser's or the Agent's rights under this Agreement, the Intercreditor Agreement and/or the Stream Documents, without the prior written consent of the Agent (acting on the instructions of the Super Majority Purchasers).

6.2 Processing; Commingling

(A) The Project Entities shall not:
(1) sell unprocessed Gold Minerals mined from the Project Real Property except further to an Offtake Agreement;
(2) process Gold Minerals mined from the Project Real Property other than in order to produce gold bearing concentrate, doré or other beneficiated form of gold for delivery to a Refinery for processing into Refined Gold; or
(3) sell, ship or deliver processed Gold Minerals containing gold to any Person other than the shipment of such Gold Minerals:
- (a) further to an Offtake Agreement; or
- (b) in the case of doré or other beneficiated form of gold suitable for delivery to a Refinery for processing into Refined Gold, to a Refinery controlled by or under common control with the Project Entities for processing into Refined Gold,

provided that, in any event, as a condition to any such activities, the Project Entities shall ensure that such activities do not in any way adversely impact on the quantity or rate of Delivery of Refined Gold that would otherwise have been Delivered to the Agent under this Agreement.

(B) From and after the date of this Agreement, the Project Entities may process Other Minerals through a process plant that is controlled by or is under common control with Project Company in priority to or in place of, or commingle Other Minerals with, Minerals which are or can be mined, produced, extracted or otherwise recovered from the Project Real Property, only if: (1) the Project Company has adopted and employs reasonable practices and procedures for weighing, determining moisture content, sampling and assaying and determining recovery factors (a "Commingling Plan"), such Commingling Plan to ensure the division of Other Minerals and Minerals for the purposes of determining the quantum of the Refined Gold to be Delivered hereunder; (2) the Project Company keeps all books, records, data and samples required by the Commingling Plan and makes such books, records, data and samples available to the Agent in accordance with Clause 5.11(B); and (3) the Purchasers shall not be disadvantaged as a result of the processing of Other Minerals in place of, in priority to, or concurrently with, Minerals. Without prejudice to Clause 10 and any right or remedy thereunder (but without double recovery), the Seller shall compensate the Purchasers for any disadvantage incurred or suffered by the Purchasers if and to the extent that the processing of Minerals mined, produced, extracted or otherwise recovered from the Project Property is delayed or otherwise adversely affected as a result of such Other Minerals being processed through such process plant. For these purposes, "disadvantage" shall be assessed by reference to the quantity and timing of expected deliveries as per the Mine Plan as at the date of this Agreement.

6.3 Anti-Bribery Laws and Obligations, Anti-Money Laundering Laws and Sanctions

(A) The Project Company and Seller each shall, and the Project Company and Seller shall each cause all of the Group Members and their respective directors, officers and employees to comply with all Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions applicable to such Person or its activities, and will sanction any breach of this provision in accordance with its Anti-Corruption Policy.
(B) The Project Company covenants that it and each Group Member and their respective directors, officers and employees will not make, offer or authorise, any payment, gift, promise or other advantage, whether directly or through any other person or entity, to or for the use or benefit of any Public Official, any political party, political party official, or candidate for office, or any other individual or entity, where such payment, gift, promise or advantage would violate the Anti-Corruption Laws, Anti-Money Laundering Laws or Sanctions applicable to such Person.
(C) The Project Company shall, and the Project Company shall cause all of the Group Members to, at all times comply with the Anti-Corruption Policy, and shall (to the extent permitted by Applicable Laws) immediately notify the Agent upon becoming aware of any breach or suspected breach of such policy. The Seller shall not amend, terminate, replace or otherwise vary the Anti-Corruption Policy so as to make it less comprehensive and/or restrictive without the prior written consent of the Agent (acting on the instructions of the Majority Purchasers, each acting reasonably).

6.4 Preservation of Corporate Existence; Location of Assets

(A) The Project Entities shall, and shall cause any other Group Members to, at all times from and after the date hereof do and cause to be done all things necessary or advisable to maintain its corporate or other existence, including the making of all required filings in connection therewith, and to obtain, and, once obtained, maintain all qualifications necessary to carry on its business and own its assets in each jurisdiction in which they carry on business or in which their assets are located.
(B) The Project Entities shall not, and shall not permit any other Group Members to, merge, amalgamate or consolidate with another Person, or change or reorganize its capital structure or amend its articles, by laws or any other constitutional documents, if it would adversely impact the Purchasers' rights under the Stream Documents, unless such action is in compliance with 7.
(C) The Project Entities shall not, and, until the Security Release Date, shall not permit any Guarantor to, change its legal or operating name, or the location of its chief executive office or location of its assets, except with at least 15 days' prior written notice to the Agent.

(D) Until the Security Release Date, the Project Company shall promptly notify the Agent and the Security SPV of (1) the acquisition by the Project Company of any real property (including mineral rights), whether owned or leased and (2) any new locations of tangible assets of the Project Company (other than inventory in transit).

6.5 Maintenance of Property; Encumbrances

(A) Except as otherwise permitted under Clause 7, the Project Entities shall, and shall procure that each Group Member shall, at all times do or cause to be done all things necessary to maintain, preserve, protect and keep all of its material ownership, lease, use, licence and other interests, as applicable as are necessary or advisable in order for the Project Company to be able to develop, construct and operate the Project, substantially in accordance with the Mine Plan and Good Industry Practice and to perform its obligations under the Stream Documents to which it is a party and for each Guarantor to perform its obligations under the Stream Documents to which it is a party.
(B) The Agent, at its own expense, may undertake such investigation of the title and status of the Project Real Property as it shall deem necessary (provided that after the Security Release Date it must have a reasonable belief that the Project Company may have breached a term of this Agreement before undertaking such investigation). Until the Security Release Date, if that investigation should reveal material defects in the title (which shall not include Permitted Encumbrances), the Project Company shall forthwith proceed to cure such title defects to the satisfaction of the Agent, acting reasonably, and shall reimburse to the Agent the reasonable costs of such investigation. If the Project Company fails to so cure such material defects within 60 Business Days of such notice from the Agent (or such longer period thereafter during which the Project Company is continuing to diligently pursue, or cause to be pursued, the curing of such material defects): (1) the Agent may proceed to cure such title defects, and (2) any costs and expenses incurred (including reasonable legal fees and costs) by the Agent in connection with curing such title defects shall be promptly reimbursed by the Project Company.
(C) Until the Security Release Date, the Project Company shall and shall cause any other Group Members to, at all times warrant and defend the right, title and interest of the Project Company and any other Group Members in and to any Collateral, and every part thereof, against the claims of any Person, subject only to Permitted Encumbrances.
(D) The Project Company will use commercially reasonable endeavours to procure, and subsequently maintain, registration of the long term lease agreement and/or access servitudes over the immovable properties, or portions of immovable properties, subject to any Encumbrance against the title deeds of the underlying immovable properties in the relevant deeds registries as contemplated in chapter 1 of the Deeds Registries Act, No. 47 of 1937, to the extent that such long term lease rights and/or access servitudes are required for the purposes of the then-current Mine Plan.

6.6 Insurance

Until the Security Release Date, within 30 days of the date of this Agreement the Project Company shall have insured and shall keep insured with financially sound and reputable independent insurance companies all of the Collateral (to the extent insurable) and the Project Property, and shall take out and maintain property damage insurance, comprehensive general liability insurance, South African Special Risk Insurance Act (SASRIA) insurance, directors' and officers' liability insurance and any other insurances in relation to its business and assets in each case in amounts and against Losses and/or risks, as is usual for reasonably prudent companies carrying on the same or substantially similar business in South Africa, and cause the policies of insurance referred to above to contain customary endorsements for the benefit of the Security SPV. The Project Company shall cause the Security SPV to be added and maintained as a named insured with respect to property damage insurance and comprehensive general liability insurance. The Project Company shall provide the Agent promptly with such evidence of any insurances and/or insurance policy information as the Agent may from time to time reasonably require.

6.7 Certain Negative Covenants

(A) Until the Security Release Date:
(1) the Project Company shall not engage directly or indirectly in any material business activity or purchase or otherwise acquire any material property, in either case, not related to the development, construction, and operation of, and extraction of mineral resources from, the Project, or that is not reasonably required to perform its obligations under the Key Transaction Documents or the Senior Financing;
(2) the Project Entities may only purchase, acquire or lease (whether directly or indirectly) any property from, or Transfer any property to, or otherwise deal or enter into any agreement with, any Related Party (other than a Guarantor) in the ordinary course of and pursuant to the reasonable requirements of the Project Entity's business and upon fair and reasonable terms (including as to price, charges and deductions) that are no less favourable to the relevant Project Entity than those that could be obtained in an arm's length transaction with a Person that is not a Related Party and further provided that any such purchased or acquired property constitutes part of the Collateral (to the extent it falls within the definition of "Collateral") unless it is Excluded Property;
(3) each of the Project Entities and any Guarantor may have, assume or otherwise become directly or indirectly liable upon or in respect of, or suffer to exist, any Debt only if such Debt is a Permitted Debt and Obligations for the relevant Project Entity or Guarantor;
(4) each of the Group Members may enter into any hedge instrument or incur any hedge obligations only if such hedge obligations are pursuant to Permitted Hedging Arrangements;
(5) the Project Company may make any Restricted Payment only from and after the Completion Date and only if all of the following conditions are satisfied on the date of such payment:
(a) no Project Entity Event of Default or Material Breach Event and no event that, with the giving of notice or passage of time would constitute a Project Entity Event of Default or a Material Breach Event, has occurred and is continuing or would occur as a result of such Restricted Payment;
(b) all operating expenses of the Project Company then due and owing have been paid in full; and
(c) all amounts then due and owing in respect of any Debt of any Project Entity (other than Debt owing to any Group Member), and payment of which would not be a Restricted Payment, have been paid in full;
(6) the Seller may make any Restricted Payment, save that if any Project Entity Event of Default, or event that, with the giving of notice or passage of time would constitute a Project Entity Event of Default, has occurred and is continuing or would occur as a result of such Restricted Payment, the Seller may only make a Restricted Payment if the following conditions are satisfied on the date of such payment:
(a) such Restricted Payment is not funded by, or derived from, any monies (including any Debt) directly or indirectly derived from or generated by the Project, or paid to the Seller by the Agent or a Purchaser; and
(b) all amounts then due and owing in respect of any Debt of the Seller (other than Debt owing to any Group Member), and payment of which would not be a Restricted Payment, have been paid in full;
(7) the Project Entities shall not, and shall procure that the Group Members shall not, create, incur, assume or suffer to exist any Encumbrance over the Collateral other than Permitted Encumbrances;
(8) neither the Seller nor the Project Company shall, and neither shall permit any Group Member to, Transfer a Production Interest in breach of this Agreement;
(9) the Project Company shall not withdraw, or take any steps to jeopardise, the Mining Right Application without the prior written consent of the Agent (acting on the instructions of the Majority Purchasers), unless Clause 8.2(C)(2) applies; and
(10) the Shareholder Guarantors shall be permitted to pay or repay any Subordinated Liabilities (as defined in the Intercreditor Agreement) unless there is a Project Event of Default which is continuing.

6.8 Abandonment

If the Project Company intends to abandon, surrender, relinquish or let lapse all or a part of the Mining Right, including by way of ceasing to maintain Material Project Authorizations or the validity of mineral claims or leases (the "Abandonment Property"), the Project Company shall (A) have determined, acting in a commercially reasonable manner, that it is not economical to mine minerals from the Abandonment Property, and (B) first give notice (the "Abandonment Notice") of such intention to the Agent at least 30 days in advance of the proposed date of abandonment. If, not later than 10 days before the proposed date of the abandonment, the Project Company receives from the Agent written notice that the Majority Purchasers desire the Project Company to convey or cause the conveyance of the Abandonment Property to the Purchasers or an assignee, the Project Company shall, without additional consideration, convey or cause the conveyance of the Abandonment Property to the Purchasers on an "as is, where is" basis and at the sole cost, risk and expense of the Purchasers and shall thereafter have no further obligation to maintain the title to the Abandonment Property. If the Agent does not give such notice to the Project Company within the prescribed period of time, the Project Company may abandon the Abandonment Property and shall thereafter have no further obligation to maintain the title to the Abandonment Property; provided, however, that if the Project Company reacquires a direct or indirect interest in any of the ground covered by the Abandonment Property at any time within seven years following abandonment, the production of gold from such property shall be subject to this Agreement. The Project Company shall give written notice to the Agent within ten days of any such reacquisition.

6.9 Confidentiality

(A) Each Party (a "Receiving Party") agrees that it shall maintain as confidential and shall not disclose, and shall cause its Affiliates, employees, officers, directors, advisors and representatives to maintain as confidential and not to disclose, any Confidential Information, provided that a Receiving Party may disclose Confidential Information in the following circumstances:
(1) to its auditor, legal counsel, lenders, underwriters and investment bankers and to persons, including any proposed transferee or acquiring Person under Clause 7 or assignee under Clause 7.5 with which it is considering or intends to enter into a transaction for which such Confidential Information would be relevant (and to advisors and representatives, and funders (and advisors and representatives of such funders), of any such Person), provided that such recipient(s) are advised of the confidential nature of the Confidential Information, undertake to maintain the confidentiality of it and are strictly limited in their use of the Confidential Information to those purposes necessary for such persons to perform the services for which they were, or are proposed to be, retained by the Receiving Party or to consider or effect the applicable transaction, as applicable;
(2) subject to Clause 15.6, where that disclosure is necessary to comply with Applicable Laws, court order or regulatory request by any Governmental Body having jurisdiction over such Party, provided that such disclosure is limited to only that Confidential Information so required to be disclosed and, where applicable, that the Receiving Party will have availed itself of the full benefits of any laws, rules, regulations or contractual rights as to disclosure on a confidential basis to which it may be entitled;
(3) for the purposes of the preparation and conduct of any arbitration or court proceeding commenced under Clause 15.1;
(4) where such information is already available to the public other than by a breach of the confidentiality terms of this Agreement or is known by the Receiving Party prior to the entry into of this Agreement or obtained independently of this Agreement and the disclosure of such information would not breach any other confidentiality obligations;
(5) with the consent of the disclosing Party;
(6) to its Affiliates and those of its and its Affiliates' directors, officers, employees, advisors and representatives who need to have knowledge of the Confidential Information; and
(7) in the case of a Purchaser and any of its Affiliates, to any limited partner or coinvestor or prospective limited partner or co-investor in or with a private equity fund managed by such Purchaser or Affiliates of such Purchaser, to the extent such information is reasonably relevant to the current investment or future investment decision of any such limited partner or co-investor or prospective limited partner or co-investor, provided that such persons undertake to maintain the confidentiality of it and are strictly limited in their use of the confidential information for the purpose of making an investment decision in or with respect to such Purchaser or Affiliates of such Purchaser.
(B) Each Party shall ensure that its Affiliates and its and its Affiliates' employees, directors, officers, advisors and representatives and those persons listed in Clause 6.9(A)(1), 6.9(A)(6) and 6.9(A)(7) are made aware of this Clause 6.9 and comply with the provisions of this Clause 6.9. Each Party shall be liable to the other Party for any improper use or disclosure of such terms or information by such persons.

6.10 Material Contracts – SecurityProvisions

The Project Company shall use best endeavours to procure that, in respect of any Material Contract entered into after the date of this Agreement with an aggregate value (aggregated with any other Material Contracts entered into with the same counterparty (or an Affiliate of such counterparty) relating to the same (or a substantially related) matter or services) of more than US\$ 50,000,000 (or its equivalent in other currencies) over the term of the relevant Material Contract(s):

(A) such Material Contract contains terms as permit the assignment of, or cession or other Encumbrance over, it in favour of the Security SPV without the consent of the relevant counterparty; and
(B) the counterparty to such Material Contract agrees to the transfer of that Material Contract to the Security SPV and / or any other transferee identified by the Security SPV from time to time following or in connection with any enforcement of any Security, subject to reasonable conditions as may be agreed with that counterparty (including the satisfaction of any "know your customer" conditions).

7. TRANSFERS OF INTERESTS AND ASSIGNMENT

7.1 Prohibition on Project Entity Transfers and Change of Control

The Project Entities shall not, and shall ensure that no other Person shall:

(A) Transfer (or permit the Transfer of), all or an integral part of, the Project or, until the Security Release Date, the Collateral (other than by way of a Permitted Asset Disposition); or
(B) agree to, or enter into any agreement, arrangement or other transaction with any Person that would cause, or otherwise allow or permit to occur, a Change of Control of:
(1) any of the Project Entities; or
(2) any Guarantor which Controls, or is under common Control with, any of the Project Entities,

other than to the extent undertaken in accordance with Clause 13 of the Intercreditor Agreement.

7.2 Permitted Project Entity Transfer and Change of Control

Clause 7.1 shall not prohibit any Transfer (in whole or in part) by any Project Entity, or a Change of Control in respect of any Project Entity or relevant Guarantor, if:

(A) the relevant Project Entity shall have provided the Agent with at least three Business Days prior written notice of the proposed Transfer or Change of Control;
(B)
(1) in the case of a Transfer by the Project Company only:
(a) the proposed transferee becomes a party to this Agreement by way of a Stream Transfer Certificate and assumes the same obligations as the Project Company; and
(b) (unless such Transfer occurs after the Security Release Date) each shareholder (other than any B-BBEE shareholder) of the proposed transferee accedes to this Agreement as an Additional Shareholder Guarantor pursuant to Clause 7.8,
(2) in the case of a Transfer by the Seller only:
(a) the proposed transferee becomes a party to this Agreement by way of a Stream Transfer Certificate and assumes the same obligations as the Seller; and
(b) solely to the extent that a guarantee has been provided by a Seller Shareholder pursuant to Clause 8.3, each shareholder (other than any B-BBEE shareholder) of the proposed transferee accedes to this Agreement as an Additional Shareholder Guarantor pursuant to Clause 7.7, unless such Transfer occurs after the Security Release Date,
(3) in the case of a Change of Control of the Project Company, the Person acquiring Control of the Project Company accedes to this Agreement as an Additional Shareholder Guarantor pursuant to Clause 7.8 (unless such Change of Control occurs after the Security Release Date);
(4) In the case of a Change of Control of the Seller, and solely to the extent that a guarantee has been provided by a Seller Shareholder pursuant to Clause 8.3, the Person acquiring Control of the Seller accedes to this Agreement as an Additional Shareholder Guarantor pursuant to Clause 7.8 (unless such Change of Control occurs after the Security Release Date);
(C) each Person that, as a result of the Transfer or Change of Control, acquires a direct or indirect interest in the Project Property grants the same charges and security interests in, to and over the Collateral, and enters into the same Security Documents as entered into by (or in respect of) the relevant Group Members or Guarantor pursuant to the terms of this Agreement, unless such Transfer or Change of Control occurs after the Security Release Date;
(D) the Persons referred to in Clauses 7.2(B) and 7.2(C) above satisfy the conditions set forth in Clauses 3.3(C), 3.3(I)(1), 3.3(I)(2), 3.3(L), 3.3(M) and 3.3(N) as if such provisions applied to them, with appropriate modifications;
(E) all necessary consents and approvals of any Governmental Body or other Person are obtained or satisfied with respect to such Transfer or Change of Control;
(F) there is no Project Entity Event of Default or Material Breach Event (or an event which with notice or lapse of time or any combination of them would become a Project Entity Event of Default or Material Breach Event) that has occurred and is continuing or would occur as a result of such Transfer or Change of Control;
(G) the transferee is an Eligible Transferee;
(H) if the Persons referred to in Clauses 7.2(B) or 7.2(C), or any of their Affiliates, have any outstanding Debt secured by the same assets secured under the Security Documents, their secured lenders shall have entered into an intercreditor agreement with the Purchasers on terms and conditions acceptable to the Agent (acting on the instructions of the Majority Purchasers);
(I) in respect of a Transfer, the provisions of Clause 7.7 are complied with;
(J) in respect of a Change of Control, the relevant Person expressly acknowledges in writing to the Agent and the Purchasers, in form and substance satisfactory to the Agent (acting on the instructions of the Majority Purchasers, each acting reasonably), the existence of this Agreement and the Stream Documents. Upon completion of the Change of Control, the Guarantors shall automatically be released from their obligations hereunder in respect of such Project Entity (except in respect of any liabilities arising before the date of such Change of Control);
(K) such Transfer or Change of Control would not cause a breach of any Applicable Law by a Group Member, the Agent or a Purchaser;
(L) the Agent shall have received completed "Know-Your-Client" questionnaires in respect of the relevant Transferee or new shareholder(s), required to ensure compliance with Applicable Laws and internal "Know-Your-Client" procedures of the Agent and Purchasers which are generally applicable to counterparties of the Agent or relevant Purchaser; and
(M) in respect of any Person acquiring a direct shareholding in the Project Company (other than any B-BBEE Shareholder) prior to the Security Release Date, and solely for until the earlier of the Security Release Date and the Intercreditor Agreement ceasing to be in effect, such Person is a special purpose vehicle with no trading history or liabilities, established and operated solely for the purpose of acquiring and holding such shareholding in the Project Company.

7.3 Prohibition on Purchaser Transfers and Change of Control

No Purchaser shall:

(A) Transfer, in whole or in part, any of its rights or obligations under the Stream Documents and the Intercreditor Agreement; or

(B) agree to, or enter into any agreement, arrangement or other transaction with any Person that would cause, or otherwise allow or permit to occur, a Change of Control of the Purchaser;

in each case, save as permitted pursuant to Clause 7.4.

7.4 Permitted Purchaser Transfer and Change of Control

Clause 7.3 shall not prohibit any Transfer (in whole or in part) by, or Change of Control of, a Purchaser if:

(A) such Purchaser shall have provided the Project Entities and the Agent with at least three Business Days prior written notice of the Transfer or Change of Control completing (and, in the case of a Transfer, confirming the Purchaser's Share of the transferring Purchaser and the transferee Purchaser before and after the Transfer);
(B) in relation to any Transfer, the relevant transferee accedes to the Intercreditor Agreement if it is not already a party thereto, on or before the date of the Transfer is completed, in accordance with the terms of the Intercreditor Agreement;
(C) in relation to any Transfer, the provisions of Clause 7.7 are complied with;
(D) the transferee or Change of Control beneficiary is not a Sanctioned Person;
(E) such Transfer or Change of Control would not cause a breach of any Applicable Law by a Group Member; and
(F) in relation to any Transfer, the Seller shall have received from the Agent, completed "Know-Your-Client" questionnaires in respect of the relevant transferee, required to ensure compliance with Applicable Laws and internal "Know-Your-Client" procedures of the Parent which are generally applicable to counterparties of the Parent,

and, in addition to the requirements of Clauses 7.4(A) to 7.4(F), until the earlier of the date on which the Prepayment Amount has been paid in full or the Prepayment Long Stop Date has occurred, the Seller has provided its prior written consent to the identity of the Transferee or the Change of Control as applicable (such consent not to be unreasonably withheld or delayed), provided that such consent shall not be required if a Project Entity Event of Default is continuing at the time of the relevant Transfer or if the transferee is, at the time of such Transfer, another Purchaser or is an Affiliate of the transferor or another Purchaser.

7.5 Assignment

(A) Except as permitted in Clauses 7.2 , 7.4, 7.5(B) or 7.5(C), no Party shall be entitled to assign or Transfer, including by way of syndication or granting of participation rights, any of its rights and/or obligations under any of this Agreement and the other Stream Documents without the prior written consent of the other Parties.
(B) The Seller may assign by way of security its rights under this Agreement to a security trustee or agent acting on behalf of the lenders in respect of any Project Senior Financing without the consent of the Agent or the Purchasers.
(C) A Purchaser may assign by way of security its rights under this Agreement to a provider of finance or security trustee or agent acting on behalf of such provider without the consent of the Project Entities (and the Project Entities agree to execute an acknowledgment of such security in a form reasonably customary for the relevant type

of financing), provided that (i) any such assignment satisfies the requirements of Clause 7.4 (provided that the requirements of Clause 7.4(B) and 7.4(C) shall only be required to be complied with if the assignee enforces its rights to receive Deliveries or payments further to such assignment) and (ii) such assignment by way of security will not, or could not reasonably be expected to, have a material adverse effect on a Project Entity's rights and / or benefits under the Stream Documents.

7.6 Change of Agent

(A) The Agent may resign by giving thirty (30) days' notice to the Purchasers and the Project Entities, in which case the Majority Purchasers shall appoint a successor Agent which is an Affiliate of a Purchaser or a Person in the business of providing agency services (or any other successor Agent subject to the prior written consent of the Seller (not to be unreasonably withheld or delayed));
(B) If a successor Agent has not been appointed in accordance with paragraph (A) within thirty (30) days after notice of resignation was given, the retiring Agent may appoint a successor Agent which is an Affiliate of a Purchaser or a Person in the business of providing agency services (or any other successor Agent subject to the prior written consent of the Seller (not to be unreasonably withheld or delayed)).
(C) Any successor Agent appointed further to this Clause 7.6 shall be the Agent for the purposes of the Stream Documents with effect from such appointment. With effect from such appointment the retiring Agent shall be released from all obligations and liabilities under the Stream Documents except to the extent arising before such release

7.7 Procedure for Transfer

(A) Subject to the conditions set out in Clauses 7.2 or 7.4 (as the case may be) a Transfer is effected in accordance with Clause 7.7(C) below when the Agent executes an otherwise duly completed Stream Transfer Certificate delivered to it by the relevant transferor Project Entity or Purchaser (the "Transferor") and the relevant transferee (the "Transferee"). The Agent shall, subject to Clause 7.7(B), as soon as reasonably practicable after receipt by it of a duly completed Stream Transfer Certificate complying with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Stream Transfer Certificate (the date of such execution, the "Transfer Date" in respect of such Transfer).
(B) The Agent shall only be obliged to execute a Stream Transfer Certificate delivered to it once it is satisfied that it, and any relevant Purchaser, has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the proposed Transfer.
(C) On the relevant Transfer Date:
(1) to the extent that in the Stream Transfer Certificate the relevant Transferor seeks to transfer by novation any of its rights and obligations under this Agreement each of the non-transferring Parties and the Transferor shall be released from such further obligations towards one another under this Agreement and their respective rights against one another under this Agreement shall be cancelled (in each case, without prejudice to any liabilities arising with respect to the period prior to such Transfer Date) (being the "Discharged Rights and Obligations");
(2) each of the non-transferring Parties and the relevant Transferee shall assume obligations towards one another and/or acquire rights against one another (including further to Clause 8.1) which differ from the Discharged Rights and Obligations only insofar as that non-transferring Party and the relevant Transferee have assumed and/or acquired the same in place of that non-transferring Party and the Transferor;
(3) for the avoidance of doubt, any guarantee in respect of the obligations of (or in favour of) the relevant Transferor shall cease with effect from the assumption of obligations and acquisition of rights referred to in Clause 7.7(C)(2) and the relevant Guarantors shall thereafter be automatically released in respect of any obligations in respect of the same (in each case, without prejudice to any liabilities arising with respect to the period prior to such Transfer Date); and
(4) the relevant Transferee shall become a Party as a "Project Entity" or "Purchaser" (as the case may be).
(D) In the case of a Transfer by a Purchaser or the Agent, the non-transferring Parties shall, at the Transferor's cost, execute such other documents as the Transferor may reasonably require in connection with the treatment of the Transferee as a Purchaser or Agent (as applicable) for all purposes of this Agreement and the Stream Documents, its entitlement to the full benefit of the same and the release of the Transferor.

7.8 Procedure for Accession

(A) It is acknowledged that Additional Guarantors may accede to this Agreement from time to time pursuant to the terms of Clause Error! Reference source not found., Clause 8.9(C), Clause 7.2, and Clause 8.3 (as applicable).
(B) A Person shall accede to this Agreement as a Guarantor if it delivers to the Agent a duly completed and executed Stream Accession Deed.

7.9 Stream Accession Deed and Stream Transfer Certificate

(A) Each of the Parties hereto (other than the Agent) appoints the Agent to receive on its behalf each Stream Accession Deed and to accept and sign it if it is complete and appears on its face to be authentic and duly executed in accordance with the provisions of this Agreement
(B) Each of the Parties hereto (other than the Agent and the relevant transferring entity) appoints the Agent to receive on its behalf each Stream Transfer Certificate and to accept and sign it if it is complete and appears on its face to be authentic and duly executed in accordance with the provisions of this Agreement.

7.10 List of Purchasers

The Agent shall:

(A) upon request from the Seller; or
(B) no later than five Business Days following any Transfer and/or Change of Control permitted pursuant to Clause 7.4,

in each case, update Schedule 1 (Original Purchasers) with the current Purchasers and the Purchaser's Share and delivery a copy to the Seller.

7.11 Automatic Transfer of Seller Obligations

Where no Insolvency Event (as defined in the Intercreditor Agreement) has occurred in respect of the Project Company, then immediately prior to the occurrence of a Non-BR/Non-Compromise Insolvency Event (as defined in the Intercreditor Agreement) in relation to the Seller, the rights and obligations of the Seller under this Agreement (including any obligations that have arisen but not yet been performed) shall automatically be transferred to the Project Company in consideration, inter alia, for the full and final settlement of any amount owing by the Project Company under the Intra-Group Loan Agreement and the termination of the Intra-Group Offtake Agreement. Following such transfer, all references herein to the "Seller" and "Project Entity" shall be construed as a reference solely to the Project Company and any references to the Intra-Group Loan Agreement, Intra-Group Offtake Agreement, Seller Shareholder and Seller Shareholder Loan (and any operative provisions, to the extent relating thereto) shall thereafter be disregarded.

7.12 [clause redacted – commercially sensitive information]

8. SECURITY AND GUARANTEES

8.1 Guarantees

(A) The Project Company unconditionally and irrevocably:
(1) guarantees as a primary obligation to each Purchaser and the Agent in payment when due of all amounts payable by the Seller under or pursuant to the Stream Documents;
(2) undertakes to each Purchaser and the Agent to ensure that the Seller will perform when due all of its obligations under or pursuant to the Stream Documents;
(3) agrees that if and each time that the Seller fails to make any payment under or pursuant to any Stream Document when it is due, the Project Company shall on demand pay that amount to such Purchaser or the Agent (as applicable) as if it were the principal obligor in respect of that amount; and
(4) agrees as principal debtor and primary obligor to indemnify each Purchaser and the Agent against all Losses sustained by it flowing from any non-payment or default of any kind by the Seller under or pursuant to any Stream Document or the unenforceability, invalidity or illegality of any of the Seller's, obligations,

(the "Seller Guaranteed Obligations").

(B) Ivanplats Holdings and each Additional Shareholder Guarantor (each, a "Shareholder Guarantor") unconditionally and irrevocably (on a several basis, save that if and for as long as joint and several guarantees are provided by any of the Guarantors in connection with the Project Senior Financing, then each Shareholder Guarantee under this Agreement shall be joint and several and not limited by Clause 8.1(E)):
(1) guarantees as a primary obligation to each Purchaser and the Agent (and, in respect of Clauses 13.1 and 13.2 only, the Indemnified Parties) in the payment when due of all amounts payable by the Project Entities and each other Guarantor (other than the other Shareholder Guarantor) under or pursuant to the Stream Documents;
(2) undertakes to each Purchaser and the Agent to ensure that the Project Entities and each other Guarantor (other than the other Shareholder Guarantor) will perform when due all of their respective obligations under or pursuant to the Stream Documents;
(3) agrees that if and each time that the Project Entities or any other Guarantor (other than the other Shareholder Guarantor) fails to make any payment under or pursuant to any Stream Document when it is due, each Shareholder Guarantor shall on demand (without requiring the Project Entities (or, in respect of Clauses 13.1 and 13.2 only, any Indemnified Party) first to take steps against the Project Entities or any other Guarantor or any other person) pay that amount to such Purchaser or the Agent (as applicable) (and, in respect of Clauses 13.1 and 13.2 only, such Indemnified Party) as if it were the principal obligor in respect of that amount; and
(4) agrees as principal debtor and primary obligor to indemnify each Purchaser and the Agent (and, in respect of Clauses 13.1 and 13.2 only, the Indemnified Parties) against all Losses sustained by it flowing from any non-payment or default of any kind by the Project Entities or any other Guarantor (other than the other Shareholder Guarantor) under or pursuant to any Stream Document or the unenforceability, invalidity or illegality of any of the Project Entity's or any other Guarantor's (other than the other Shareholder Guarantor's), obligations,

(the "Shareholder Guaranteed Obligations").

(C) Each Additional Subsidiary Guarantor jointly and severally and unconditionally and irrevocably:
(1) guarantees as a primary obligation to each Purchaser and the Agent (and, in respect of Clauses 13.1 and 13.2 only, the Indemnified Parties) in the payment when due of all amounts payable by the Project Entities and each other Guarantor under or pursuant to the Stream Documents;
(2) undertakes to each Purchaser and the Agent to ensure that the Project Entities and each other Guarantor will perform when due all of their respective obligations under or pursuant to the Stream Documents;
(3) agrees that if and each time that the Project Entities or any other Guarantor fails to make any payment under or pursuant to any Stream Document when it is due, each Guarantor shall on demand (without requiring the Project Entities (or, in respect of Clauses 13.1 and 13.2 only, any Indemnified Party) first to take steps against the Project Entities or any other Guarantor or any other person) pay that amount to such Purchaser or the Agent (as applicable) (and, in respect of Clauses 13.1 and 13.2 only, such Indemnified Party) as if it were the principal obligor in respect of that amount; and
(4) agrees as principal debtor and primary obligor to indemnify each Purchaser and the Agent (and, in respect of Clauses 13.1 and 13.2 only, the Indemnified Parties) against all Losses sustained by it flowing from any non-payment or default of any kind by the Project Entities or any other Guarantor under or pursuant to any Stream Document or the unenforceability, invalidity or illegality of any of the Project Entity's or any other Guarantor's, obligations,

(the "Additional Subsidiary Guarantor Guaranteed Obligations" and, together with the Seller Guaranteed Obligations and the Shareholder Guaranteed Obligations, the "Guaranteed Obligations").

(D)

(1) The guarantee and indemnity in paragraph (A) is to be a continuing guarantee and indemnity and accordingly is to remain in force until all of the Seller Guaranteed Obligations shall have been performed or satisfied in full.
(2) The guarantee and indemnity in paragraph (B) is to be a continuing guarantee and indemnity and accordingly is to remain in force until the earlier to occur of (i) the Security Release Date, (ii) the date on which the Guaranteed Obligations shall have been performed or satisfied in full,(iii) the Phase 2 Completion Date, (iv) in the case of Ivanplats Holding, upon the satisfaction of the terms of Clause Error! Reference source not found. and (v) in the case of ITC, upon all of the matters set out in Clauses 7.12(A) to (D) occurring.
(3) The guarantee and indemnity in paragraph (C) is to be a continuing guarantee and indemnity and accordingly is to remain in force until the earlier to occur of (i) the Security Release Date and (ii) the date on which the Additional Subsidiary Guarantor Guaranteed Obligations have been performed or satisfied in full.
(4) Each guarantee and indemnity is in addition to and without prejudice to and not in substitution for any rights or security which the Purchasers (and, in respect of Clauses 13.1 and 13.2 only, the Indemnified Parties) may now or hereafter have in connection with the performance and observance of the Guaranteed Obligations.
(E) In determining liability on a several basis for the purposes of paragraph (B) above, liability shall be proportionate to that Guarantor's shareholding in the Project Company (and, if Clause 7.2(B)(2) or Clause 8.3(A)(3)apply, that Guarantor's shareholding in the Seller). For the avoidance of doubt, in determining the amount of any liability, any shareholding of the B-BBEE Shareholder shall be disregarded such that the remaining Guarantors shall cover the amount that would have otherwise been covered by the B-BBEE Shareholder on a pro rata basis between them.

(F) Waiver of defences

Each Guarantor's obligations under this Agreement shall not be affected by any matter or thing which but for this provision might operate to affect or prejudice those obligations, including without limitation:

(1) any time or indulgence granted to, or composition with, the Project Entities, any Guarantor or any other person;
(2) the taking, variation, renewal or release of any right, guarantee, remedy or security from or against the Project Entities, any Guarantor or any other person;
(3) neglecting to perfect or enforce any Stream Document against the Project Entities, any Guarantor or any other person;
(4) any variation or change to the terms of any Stream Document; or

(5) any unenforceability or invalidity of any obligation of the Project Entities or any Guarantor under any Stream Document, so that such Stream Document shall be construed as if there were no such unenforceability or invalidity.,

subject, in each case, to Clauses 7.2(J) and 7.7(C)(3).

8.2 Security

(A) It is acknowledged that on or before the First Instalment Date:
(1) the Security SPV shall provide the Security SPV Guarantee in favour of the Agent (for and on behalf of the Purchasers);
(2) the Project Company shall, amongst others, provide the Counter Indemnity Agreement in favour of the Security SPV; and
(3) to secure its obligations under the Counter Indemnity Agreement, the Project Company shall provide (or procure the provision of) the Security Documents in accordance with the terms of this Agreement (subject to the application in Clause 3.3(G)).
(B) It is further acknowledged that the Security Documents shall additionally secure any obligations under any Counter Indemnity Agreement provided by a Project Entity (or any other entities) to the Security SPV in respect of any liabilities guaranteed by the Security SPV relating to any Senior Financing, PGE Stream Obligations or Additional Stream Obligations and that the priority of the Purchasers' interest(s) in those Security Documents (together with its rights under the Security SPV Guarantee) shall be subject to the terms and conditions set out in the Intercreditor Agreement. In addition, and for the avoidance of doubt, any interest of the Purchasers in the Security Documents shall cease upon the Security Release Date.
(C) In respect of the Mining Right:
(1) the Project Company shall exercise best endeavours to procure that the requisite consent of the Minister of Mineral Resources to the Mining Right Application is obtained as soon as reasonably practicable. Following receipt of such authorisation, and subject to anything to the contrary in the Intercreditor Agreement, the Project Company shall promptly execute the Mining Right Mortgage Bond in favour of the Security SPV; and
(2) to the extent that the Project Company has been unable to obtain the relevant consent of the Minister of Mineral Resources on or before the first utilisation under any Project Senior Financing, the Project Company shall, subject to anything to the contrary in the Intercreditor Agreement, promptly execute the Mining Right Mortgage Bond in favour of a South African bank identified in the Intercreditor Agreement,

and, in either case, procure the registration of the same at the Mineral and Petroleum Titles Registration Office as soon as reasonably practicable after execution thereof.

8.3 Additional Guarantees and Security

(A) Until the Security Release Date, the Project Company shall cause each of the following to accede to this Agreement as an Additional Guarantor by executing and delivering to the Agent a Stream Accession Deed pursuant to Clause 7.8 above:

(1) each Person that becomes a shareholder of the Project Company (other than the B-BBEE Shareholder or any successor thereto);
(2) any Material Subsidiary which is established from time to time;
(3) to the extent and for so long as it has granted a guarantee in respect of any Project Senior Financing, any Person holding shares directly in the Seller (including, for the avoidance of doubt, Ivanhoe South Africa Holdings Ltd) (a "Seller Shareholder"),

in each case, within thirty (30) days of such Person first becoming a shareholder of a Project Entity or a Material Subsidiary (or, in the case of sub-paragraph (3), such guarantee being granted in respect of a Project Senior Financing).

(B) Until the Security Release Date, the Project Company shall:
(1) cause each Person that becomes a shareholder of the Project Company (or, as applicable, of any of the entities referred to in paragraphs (B), (C), (E) or (F) of the definition of "Additional Shared Collateral" where the shares in any such entity constitute Additional Shared Collateral) (other than, in each case, the B-BBEE Shareholder or any successor thereto) to provide security over its shares therein in favour of the Security SPV;
(2) provide security over its shares in any of its Material Subsidiaries which is established from time to time; and
(3) in relation to each of sub-paragraphs (1) and (2) above, provide to the Agent a third party legal opinion from such Person's legal counsel concerning such Person and any Security Document to which such Person becomes a party, in form and substance satisfactory to the Agent (acting on the instructions of the Majority Purchasers, each acting reasonably),

in each case, within thirty (30) days of such Person first becoming a shareholder of the Project Company (or of any such entity referred to in paragraphs (B), (C), (E) or (F) of the definition of "Additional Shared Collateral" as applicable) and, to the extent applicable, shall further take such steps as are necessary in order to make valid and effective the aforementioned agreements and perfect the Encumbrances provided for therein.

(C) If, prior to the Security Release Date, there is no subsisting Project Senior Financing then the Agent and the Purchasers shall take such steps as may be requested by the Project Entities to release (i) any guarantee granted by a Seller Shareholder and/or (ii) any continuing Additional Shared Collateral (to the extent not released pursuant to the terms of the Intercreditor Agreement).
(D) If an Encumbrance is granted to the Security SPV or any other Person over any Additional Shared Collateral in connection with the Project Senior Financing at any time before the Security Release Date, then the Project Entities shall procure that such Encumbrance is granted on terms that the Agent and Purchasers benefit from such Encumbrance.

8.4 Further Assurances – Security

Until the Security Release Date, the Project Entities shall take, and shall cause each Guarantor and each other Person providing Security to take, or cause to be taken, such action and execute and deliver or cause to be executed and delivered to the Agent or the Security SPV (as applicable) such agreements, documents and instruments as the Agent or the Security SPV may request, and register, file or record the same (or a notice or financing statement in respect thereof) in all offices where such registration, filing or recording is, in the opinion of the Agent or the Security SPV, necessary or advisable to constitute, perfect and maintain the Encumbrances contemplated under the Security Documents, subject only to the Permitted Encumbrances in each case promptly after the request therefor by the Agent or the Security SPV.

8.5 Release of Security

(A) If:
(1) the Prepayment Reduction Date occurs;
(2) all other amounts due to the Purchasers and the Agent from any Group Member have been irrevocably paid in full; and
(3) no Project Entity Event of Default is continuing,

(the date on which these conditions are satisfied, the "Security Release Date") the Agent will promptly give notice to the Security SPV in accordance with the Intercreditor Agreement that the Stream Security Release Date (as defined in the Intercreditor Agreement) has occurred.

(B) Prior to the Security Release Date, a Project Entity may from time to time request that assets, rights, interests and/or other property are released from the Security Documents (or confirmation given that such assets, rights, interests and other property do not fall within the scope of the Collateral) where such assets, rights, interest and/or other property constitute Excluded Property. The Agent shall as soon as reasonably practicable take such steps as are reasonably required by a Project Entity (at such Project Entity's cost) in order to effect such releases or provide such confirmations.
(C) In connection with Clause 8.9(C) or Clause Error! Reference source not found., the Agent shall take such steps as are reasonably required by the Project Company (at the Project Company's cost) to release the security constituted by the Share Pledge Agreement (Ivanplats Holding) and/or the Share Pledge Agreement (ITC Platinum) in order to consummate the transfer of shares contemplated in Clause 8.9(C) and Clause Error! Reference source not found. respectively.

8.6 Intercreditor Agreement and Subordination

(A) In relation to any relevant Senior Financing, each Purchaser and the Agent agrees to, subject to the approval of the Agent acting on its own behalf and on the instructions of the Super Majority Purchasers (each acting reasonably), promptly execute any amendments required to be made to the Intercreditor Agreement as a result of any internal policy requirements of the Public Investment Corporation, any export credit agency, any development finance institutions and/or any commercial bank that will be party to the Intercreditor Agreement as a provider of Senior Financing or as an agent or trustee on behalf of any such provider.
(B) Before the Intercreditor Agreement ceases to be in full force and effect then to the extent that any Person, Debt, obligation or Encumbrance is required further to the Stream Documents to be subject to any subordination arrangements for the benefit

of the Purchasers and / or Agent the Project Entities shall ensure that such Person, Debt, obligation or Encumbrance is and continues to be subject to subordination arrangements in form and substance satisfactory to the Agent (acting on the instructions of the Majority Purchasers (acting reasonably)).

(C) Each Project Entity shall procure that, any existing or additional Debt incurred by it from any of its Related Parties from time to time is fully subordinated to, amongst other things, the Stream Obligations further to the Intercreditor Agreement or, if the Intercreditor Agreement is no longer in full force and effect, other subordination arrangements in form and substance satisfactory to the Agent (acting on the instructions of the Majority Purchasers (acting reasonably)) (as the case may be).

8.7 Stockpiling

If any Project Entity intends to stockpile, store, warehouse or otherwise place Gold Minerals off the Project Real Property (other than pursuant to an Offtake Agreement), before doing so, the Project Entities shall obtain from the property owner, operator or both, as applicable, where such stockpiling, storage, warehousing or other placement occurs, to provide in favour of the Agent a written acknowledgement in form and substance satisfactory to the Agent, acting reasonably, which provides that the relevant Project Entity's and/or its Affiliates', as applicable, rights to the Gold Minerals shall be preserved and which acknowledges the Security SPV's Encumbrances thereon and provides the Security SPV with a right of access in the event of enforcement by the Security SPV of the Security. For the avoidance of doubt, this Clause 8.7 shall not apply to the Project Entities' management of any Tailings.

8.8 Co-operation with Project Senior Financing Process

The Purchasers and the Agent shall co-operate in good faith with the Project Entities in connection with any Project Senior Financing ("Project Senior Financing Process"), including:

(A) cooperation with the reasonable requests of the relevant financiers;
(B) providing assistance that is reasonably required by the Project Entities in connection with the satisfaction of customary conditions precedent to the utilisation of the financing provided by such financiers; and
(C) if necessary, providing all necessary consents and authorisations for the establishment and perfection of first ranking security interests in relation to the Project.

The Purchasers and the Agent acknowledge and agree that the Project Company shall have the sole and exclusive right to manage the Project Senior Financing Process.

8.9 Shareholder Guarantor Specific Covenants

(A) [obligations on Project Entities and Ivanplats Holding redacted commercially sensitive information]
(B) [obligations on Project Entities and Ivanplats Holding redacted commercially sensitive information]
(C) Unless otherwise agreed by the Agent (acting on the instructions of the Majority Purchasers), each Shareholder Guarantor covenants from this date of this Agreement or, if later, the date of its accession to this Agreement that it shall not transact or

carry on any business, or incur any present or future liability, obligations or Debt (whether actual or contingent) incurred in any capacity, other than in relation to its ownership or funding of the Project Company or as otherwise expressly permitted under the Key Transaction Documents.

9. REPRESENTATIONS AND WARRANTIES

9.1 Representations and Warranties of the Project Entities

(A) Each Project Entity and each Guarantor, acknowledging that the Purchasers are entering into this Agreement in reliance thereon, in respect of itself represents and warrants as at the date of this Agreement (or, in the case of any Additional Shareholder Guarantor, as at the date of its accession to this Agreement) and on each Instalment Date for the benefit of the Purchasers that:
(1) it is validly incorporated, organised and subsisting in accordance with the Applicable Laws of its place of incorporation;
(2) it has full power and capacity to enter into and perform its obligations under the Stream Documents to which it is a party;
(3) all necessary consents and authorisations for the execution, delivery and performance by it of the Stream Documents to which it is a party in accordance with its terms have been obtained;
(4) its execution, delivery and performance of the Stream Documents to which it is a party complies with its constitution and does not constitute a breach of any Applicable Law or obligation, or cause a default under any agreement by which it is bound;
(5) to the extent applicable to it, it is in compliance with the Mining Charter and any other Applicable Law promoting B-BBEE and all applicable B-BBEE Requirements; and
(6) in the case of each Shareholder Guarantor only, solely to the extent that it remains a Guarantor hereunder (and [exclusion redacted – commercially sensitive information] unless otherwise disclosed and such disclosure has been accepted in writing by the Purchasers), it has not transacted or carried on any business, or incurred or has any liability or Debt, other than related to its ownership of the Project Company and the funding thereof or as otherwise expressly permitted under the Key Transaction Documents with this representation and warranty repeated for each Person with a direct shareholding in the Project Company (other than any B-BBEE Shareholder) on the date of signing of the common terms agreement in respect of the Project Senior Financing and on the date of first utilisation thereunder (and each such representation and warranty shall be a Fundamental Warranty) and each such Person shall provide satisfactory evidence that this representation and warranty is correct and complete at each such time.
(B) Each Project Entity, acknowledging that the Purchasers are entering into this Agreement in reliance thereon, represents and warrants as at the date of this Agreement and on each Instalment Date for the benefit of the Purchasers that to the best of its knowledge and belief (having made all due inquiries):
(1) the Group Structure Chart is true, complete and accurate in all material respects and shows the following information:
(a) each Group Member, including its current name, jurisdiction of incorporation and shareholding; and
(b) all minority interests in any Group Member and any person in which any Group Member holds shares in its issued share capital or equivalent ownership interest of such person;
(2) that the Project Company is the legal and beneficial holder of a 100% interest in the Project Real Property, free of any Encumbrance (other than any Permitted Encumbrance);
(3) that the Mining Rights are in good standing under the Mining Code and MPRDA and applicable regulations, have been fully and effectively acquired and are not liable to cancellation or forfeiture for any reason and, to the knowledge of each of them, they are not aware of any circumstances which may give rise to such cancellation or forfeiture;
(4) that it has complied with all Applicable Laws in respect of the Project Real Property in all respects and all fees (including annual fees per hectare and state inspection fees), rents, rates, royalties (including statutory royalty and landowner's royalty), taxes and other similar payments due and payable in respect of all of the Mining Rights have been paid, in each case which, if not complied with or paid for, would have a Material Adverse Effect;
(5) that it is not engaged in any litigation, arbitration or other proceeding concerning any of the Project Property and it is not aware of any pending or threatened litigation, arbitration or other proceeding concerning the Project Property, which if successful would have a Material Adverse Effect;
(6) that to its knowledge there is no basis for any claim adverse to the right, title and interest of it to any of the Project Property, which if successful would have a Material Adverse Effect;
(7) that apart from the Key Transaction Documents, the Consolidated Investors Agreement (as at the date of this Agreement), as required by Applicable Law or otherwise as permitted in this Agreement, there are no agreements, arrangements, understandings, rights or options to acquire or purchase any of the Project Property or any portion thereof or any interest therein (including any Encumbrance) (in each case with a value in excess of US\$ 1,000,000) or any claim to any royalty or other interest in any of the Project Property or production therefrom (in each case with an aggregate value in excess of US\$ 1,000,000) and no person other than the Project Entities has any right, title, interest or claim whatsoever in the Project Property (with a value in excess of US\$ 1,000,000) or in production (with an aggregate value in excess of US\$ 1,000,000) from the Project Property;
(8) so far as the Group Members are aware, none of them or any of their respective Affiliates is party to any material dispute with any local community or any landowner, and no local community or landowner has or claims to have any rights, that could materially affect or impede the use of or access to any Project Property or materially hinder or delay the Project;
(9) the Project Company holds all Material Project Authorizations and Mining Rights required from any Governmental Body to own its interest in the relevant Project Property, to conduct Mining Operations on the relevant Project Property, and to access the relevant Project Property;
(10) the Project Company has full and continuous access to the Project Real Property for the performance of exploration, development and mining and related works on the Project Real Property, in each case, as required in order to ensure that the Project is constructed, developed and operated in accordance with the Mine Plan and no material event of default exists under the arrangements governing such rights of access to such Project Property where, in each case, such default would give rise to a Material Adverse Effect;
(11) that the Project Company has entered into all Material Contracts required at the time such representation and warranty is made or given for the Project and such Material Contracts to which it or any Group Member is a party or by which any of them are otherwise bound as at the date of this representation are in full force and effect and constitute valid and enforceable obligations of the parties thereto;
(12) that neither it nor to its knowledge, any other person, is in default in any material respect in the observance or performance of any term, covenant or obligation under any Material Contract in respect of the Project, any Mining Operations or any financing or indebtedness in respect of the Project (including the Senior Financing), and, to its knowledge, no event has occurred which, with notice or lapse of time or both, would constitute such a default which would give rise to a Material Adverse Effect;
(13) it has not received notice of any intention to terminate any such contract referred to in Clauses 9.1(B)(11) and / or 9.1(B)(12) above or repudiate or disclaim any transaction contemplated thereby;
(14) all of the insurance policies relating to the business of every Group Member are held in the name of the relevant Group Member. Such insurance policies provide sufficient and adequate cover and protection for each Group Member and its business operations in connection with the Project. All such insurance policies are in full force and effect. All premiums payable to date have been paid and, to its knowledge, there are no circumstances which might lead to the insurers avoiding any liability under them in an amount greater than US\$10,000,000. Save as disclosed in the document disclosed in the Data Room with reference 11.13.23.5, no Group Member has any outstanding claim under any such insurance in an amount greater than US\$ 1,000,000. So far as the Group Members are aware, there are no facts, matters or circumstances which would give rise to the non-renewal of any insurance policy in the future, or the renewal of any insurance policy subject to the imposition of onerous conditions not presently applicable;
(15) that each Group Member has acted, and the Project and Mining Operations have been operated, in compliance in all material respects with all Applicable Laws, including health and safety and Environmental Laws and (at the time that the representation and warranty is given) is acting in compliance with Good Industry Practice in all material respects and, to the knowledge of each of them, no event has occurred in connection with the Mining Operations which would constitute a material breach of Applicable Laws, including health and safety and Environmental Laws;
(16) all Taxes due and payable by a Group Member (whether or not shown due on any Tax returns and whether or not assessed (or reassessed) by the appropriate Governmental Body), excluding an amount not greater than US\$ 2,000,000 in aggregate, have been timely paid to the extent not disputed in good faith (and all Taxes disputed in good faith, in an amount greater than US\$ 3,000,000 in aggregate, have been disclosed in reasonable detail to the Agent and properly provisioned for in the relevant Person's accounts). All assessments and reassessments received by any Group Member in respect of material Taxes have been paid to the extent not disputed in good faith and all assessments and reassessments disputed in good faith have been disclosed in reasonable detail in writing to the Agent and properly provisioned for in the relevant Person's accounts;
(17) all Tax returns required by Law to be filed by or with respect to the Project Entities or any Guarantor have been properly prepared and timely filed or alternatively in the event of non-disclosure, subsequent supplementary disclosures were made to the South African Revenue Service in writing before the date of this Agreement ("Supplementary Disclosure"), and all such Tax returns viewed together with the relevant Supplementary Disclosures (including information provided therewith or with respect thereto) are true, complete and correct in all material respects, and no material fact or facts have been omitted therefrom which would make any such Tax returns viewed together with Supplementary Disclosures misleading;
(18) adequate provision has been made by the Project Entities and each Guarantor in their respective financial statements for all Taxes for any period for which Tax returns are not yet required to be filed, or for which Taxes are not yet due or payable, up to the date of the financial statements;
(19) save as disclosed on the Disclosure Call, no Group Member nor any of any their directors, officers or employees is or has been the subject of any claim by any Governmental Body or any Person regarding any offence or alleged offence under any Anti-Corruption Laws, and, to the knowledge of each of them, no such claim has been threatened or is pending and there are no circumstances likely to give rise to any such claim;
(20) none of any Group Member's directors, officers or employees (excluding any B-BBEE Shareholder's and ITC's representatives) is a Public Official, and no Public Official has any legal or beneficial interest in any Stream Document or in any payments to be made by the Project Entities or any Guarantor under any Stream Document;
(21) all transactions with any Related Party of a Group Member have been fully and fairly disclosed before the date of this Agreement and are permitted by this Agreement;
(22) no Project Entity Event of Default or Material Breach Event is continuing under any Stream Document;
(23) each of the Stream Documents will, when executed by each Party thereto, constitute its legal valid and binding obligations in accordance with its terms;
(24) that, it and each Group Member and their respective directors, officers and employees have complied with all material Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions applicable to such Person or its activities and

no Group Member is or has been a Sanctioned Person or Sanctioned Entity; and

(25) all material information provided in the Data Room is true, complete and accurate in all material respects and is not misleading in any material respect and no information has been given to, or withheld from, a Purchaser, the Agent or any Affiliate of them (including any of their advisers) that results in such information provided in the Data Room being untrue or misleading in any material respect.

9.2 Knowledge

Where any representation or warranty contained in this Agreement is expressly qualified by reference to the "knowledge" of any of the Project Entities, it shall be deemed to refer to the actual knowledge of [names of individuals redacted – sensitive information] of the Project Company or the Seller (as applicable) and all information which ought to have been known by any of them after conducting a reasonable inquiry into the matters in question (including making enquiries of the Project Entities), whether or not any such inquiry was actually made.

9.3 Representations and Warranties of the Purchasers

Each Purchaser represents and warrants as at the date of this Agreement (or, if later, the date on which it becomes party to this Agreement) for the benefit of the Project Entities that:

(A) it is validly incorporated, organised and subsisting in accordance with the Laws of its place of incorporation;
(B) it has full power and capacity to enter into and perform its obligations under the Stream Documents and the Intercreditor Agreement;
(C) all necessary consents and authorisations for the execution, delivery and performance by it of this Agreement in accordance with its terms have been obtained;
(D) its execution, delivery and performance of the Stream Documents and the Intercreditor Agreement complies with its constitution and does not constitute a breach of any Law or obligation, or cause a default under any agreement by which it is bound;
(E) no meeting has been convened, resolution proposed or order made for the winding up, or the appointment of an administrator, of it, and no mortgagee or chargee of it has taken, attempted to take or indicated an intention to exercise its rights under any security; and
(F) that it and its directors, officers and employees have complied with all material Anti-Corruption Laws, Anti-Money Laundering Laws and Sanctions applicable to such Person or its activities and that it is not and has not been a Sanctioned Person or Sanctioned Entity.

9.4 Status of Representations and Warranties

The representations and warranties set forth in this Clause 9 shall survive the execution and delivery of this Agreement.

10. PROJECT ENTITY EVENTS OF DEFAULT AND MATERIAL BREACH EVENTS

10.1 Events of Default

Each of the following events or circumstances that is continuing constitutes an event of default by a Project Entity (each, a "Project Entity Event of Default"), provided that each event or circumstance set out in Clauses 10.1(H)(3), 10.1(L), 10.1(M) and 10.1(N), or as it relates to any Guarantor (other than the Project Company), shall be a Project Entity Event of Default only until the Security Release Date:

(A)

(1) the Seller fails to sell Refined Gold to the Purchasers or to Deliver Refined Gold to the Purchasers or the Agent (in accordance with Clause 2.3) on the terms and conditions set forth in this Agreement within ten Business Days of the date upon which sale and Delivery is required hereunder; or
(2) the Seller or any Guarantor fails to pay any amount due under this Agreement in excess of US\$1,000,000 (calculated in aggregate, taking account of all other amounts not paid by the Seller or a Guarantor when due to the Agent under this Agreement) (provided that no Project Entity Event of Default further to any of Clauses 10.1(D) to (G) is continuing) within 30 days of the date upon which payment is required hereunder;
(B) the Seller or the Project Company does not comply with Clause 3.2(B)(2);
(C) a Project Entity or any Guarantor makes a Fundamental Warranty which is in any material respect (or in any respect in the case of representations and warranties that are qualified by materiality), incorrect or incomplete when made or deemed to be made, and the circumstances giving rise to such incorrectness or incompleteness are not remedied, if capable of remedy, within a period of 60 days after the earlier of (1) delivery by the Agent to the relevant Project Entity or any Guarantor, as applicable, of written notice of such incompleteness or incorrectness, and (2) the date a Project Entity or Guarantor (as applicable) became aware of such incompleteness or incorrectness;
(D) a Project Entity or any Guarantor ceases to carry on its business or admits its inability, or fails, to pay its debts generally as they become due;
(E) a Project Entity or any Guarantor becomes bankrupt, whether voluntarily or involuntarily, or is or is deemed by any authority or legislation to be "Financially Distressed" (as defined in the Companies Act), or becomes subject to any proceeding seeking liquidation, arrangement, monitorship, business rescue or reorganization (by way of voluntary arrangement, scheme of arrangement or otherwise), relief of creditors or other procedure or the appointment of a receiver, liquidator, trustee or business rescue practitioner or other similar officer over all or a material part of the Collateral, and such proceeding is not contested by the Project Entities or any Guarantor, as applicable, diligently, in good faith and on a timely basis and dismissed or stayed within 45 Business Days of its commencement or issuance (for greater certainty, such 45 Business Day grace period shall not apply if a Project Entity or any Guarantor becomes bankrupt voluntarily or any such proceedings are initiated by a Project Entity or any Guarantor);
(F) an order is made or a resolution is passed for the winding up, liquidation or dissolution of a Project Entity or any Guarantor and such Order or resolution is not contested

by such Project Entity or Guarantor, as applicable, diligently, in good faith and on a timely basis and dismissed or stayed finally and irrevocably within 45Business Days of its commencement or issuance (for greater certainty, such 45Business Day grace period shall not apply if any such order is requested by such Project Entity or Guarantor or any of their respective Affiliates);

(G) any Person takes possession of any material part of the Collateral by appointment of a receiver or receiver and manager;

(H)

(1) a Change of Control occurs that is in breach of Clause 7;
(2) a Transfer occurs in respect of all or an integral part of any of the Project or, until the Security Release Date, the Collateral that is in breach of Clause 7; or
(3) an Encumbrance is created, incurred, assumed or exists in material breach of Clause 6.7(A)(7) (for the avoidance of doubt, any breach will be deemed material if either (x) the aggregate value of the Collateral subject to such Encumbrance(s) or (y) the value of the aggregate Debt secured by such Encumbrance(s) is, in either case, greater than US\$1,000,000),

in each case, where such circumstance or event is capable of being remedied (excluding, for the avoidance of doubt, any breach of Clause 7.2(G)) and the relevant Project Entity is diligently pursuing a remedy, such circumstance or event is not remedied within a period of 30 days after the earlier of (1) delivery by the Agent to the relevant Project Entity of written notice of such circumstance or event, and (2) the date the relevant Project Entity became aware of such event or circumstance;

(I) any Governmental Body issues an Order to suspend or cancel a Material Project Authorization or directly or indirectly expropriates, nationalizes, seizes, confiscates, appropriates, compulsorily acquires, intervenes or restricts (and/or any similar acts) any Project Entity or any Guarantor (including the displacement of all or any part of the management), or a material part of the Project and such Order is not contested by such Project Entity or Guarantor, as applicable, diligently, in good faith and on a timely basis and dismissed or stayed finally and irrevocably within:
(1) until the Security Release Date:
- (a) if no Person is a party to the Intercreditor Agreement as a Senior Creditor (as defined in the Intercreditor Agreement) at that time, 60 Business Days; or
- (b) if any Person is a party to the Intercreditor Agreement as a Senior Creditor (as defined in the Intercreditor Agreement) at that time, 45 Business Days; and
(2) on and after the Security Release Date, 60 Business Days,

in each case, of its commencement or issuance;

(J) it is or becomes unlawful, or any action taken by a Governmental Body makes it impractical or impossible, for any Project Entity or Guarantor to perform any of its material obligations under any Stream Document and such unlawfulness or action is not contested by such Project Entity or Guarantor, as applicable, diligently, in good faith and on a timely basis and reversed, stopped or suspended within:

(1) until the Security Release Date:
(a) if no Person is a party to the Intercreditor Agreement as a Senior Creditor (as defined in the Intercreditor Agreement) at that time, 60 Business Days; or
(b) if any Person is a party to the Intercreditor Agreement as a Senior Creditor (as defined in the Intercreditor Agreement) at that time, 45 Business Days; and
(2) on and after the Security Release Date, 60 Business Days,

in each case, of its commencement or occurrence;

(K) a Project Entity or any Guarantor, or any officer or employee of any of them, is charged with, or proven to be, breaching any Anti-Money Laundering Laws, any Anti-Corruption Laws or any Sanctions and, in respect of any such officer or employee, the Group Member's relationship with such officer or employee is not suspended or terminated within 20 days (or any such longer period required or provided for under Applicable Laws) of the Project Entity or any Guarantor acquiring actual knowledge of such proven breach;
(L) (i) as a result of the occurrence of an event of default thereunder, any Debt of a Project Entity shall be declared to be due and payable in accordance with its terms prior to the stated maturity thereof, in each case in a principal amount of US\$50,000,000 or more (or, following the Phase 2 Completion Date, US\$150,000,000 or more) and such Debt is not fully paid by the first to occur of (x) the date which is 45 days after the earlier of (1) delivery by the Agent to the Seller of written notice of such occurrence, and (2) a Project Entity becoming aware of such occurrence or (y) the commencement of enforcement action in respect of such Debt; or (ii) any Debt of a Project Entity under any Senior Financing shall be declared to be due and payable in accordance with its terms prior to the stated maturity thereof, and as a result thereof, if instructed to do so in accordance with the Intercreditor Agreement, the Security SPV may enforce some or all of the Transaction Security (in each case, as defined in the Intercreditor Agreement);
(M) any of the Security, any Stream Document, the Intercreditor Agreement, or any material obligation of any party (other than the Agent and the Purchasers) under any of them, is repudiated by any party under any of them other than a Purchaser or the Agent, is not or ceases to be in full force and effect, or is invalidated or rendered unenforceable by any act, regulation or governmental action or is determined to be invalid by a final court or other judicial entity judgment (or the times for appeal to such final court or other judicial entity have expired without appeals having been taken by any of the Group Members) or, in the case of the Security, to not constitute an Encumbrance in the Collateral (subject only to Permitted Encumbrances) except where any such event or circumstance is immaterial or is remedied within a period of 45 days after the earlier of (1) delivery by the Agent to the Seller of written notice of such occurrence, and (2) the Project Entity or Guarantor (as applicable) becoming aware of such occurrence;
(N) any party other than a Purchaser or the Agent fails to comply with a material obligation of the Intercreditor Agreement except where any such failure is remedied within

a period of 60 days after the earlier of (1) delivery by the relevant party to the Purchaser and Agent (as applicable) of written notice of such occurrence, and (2) the Project Entity or Guarantor (as applicable) becoming aware of such failure, which would have a material adverse effect on a Purchaser's or Agent's rights and / or benefits under the Stream Documents;

(O) a breach of Clause 6.7(A)(3) occurs, except where such breach is remedied within 30 days;
(P) the conditions subsequent set out in Clause 3.6 have not been satisfied or waived;
(Q) except where permitted under Clause 6.8, the Project Company (1) abandons the construction or operation of the Project or (2) puts the Project or a material portion of the Project on care and maintenance for a continuous period of more than: one year prior to the Phase 2 Completion Date occurring; or otherwise three years;
(R) the Project Company fails to obtain, or loses the right to, or benefit of, a Material Project Authorization which would have a Material Adverse Effect and, where such circumstance or event is capable of being remedied and the Project Company is diligently pursuing a remedy, such circumstance or event is not remedied within a period of 45 Business Days after the earlier of (1) delivery by the Agent to the Project Company of written notice of such circumstance or event, and (2) the date the Project Company became aware of such event or circumstance;
(S) until the Completion Date, as of a Funding Shortfall Testing Date, there is a Funding Shortfall and the Project Entities and/or any of the Guarantors fail to cure such Funding Shortfall within a period of 90 Business Days after the earlier of (1) delivery by the Agent to the Seller of written notice of such Funding Shortfall, and (2) a Project Entity becoming aware of such Funding Shortfall;
(T) the Completion Date does not occur on or before the Completion Longstop Date;
(U) any:
(1) foreign exchange law or de facto law or rule, currency control or export restrictions are amended, enacted or introduced in the Republic of South Africa that has the effect of prohibiting, or restricting or delaying in any material respect any payment that any Group Member is required to make in accordance with the terms of any of the Stream Documents or the ability of any Group Member or the Agent or any Purchaser to convert, transfer or repatriate cash outside the Republic of South Africa; or
(2) Exchange Control approval required for or in connection with the performance of any obligations under any Stream Document is cancelled, withdrawn, forfeited or revoked or any other action having similar effect is taken,

which, in each case, has a material adverse effect on a Purchaser's rights and / or benefits under the Stream Documents;

(V) the occurrence of a Material Adverse Effect;
(W) Commencement of Shaft 2 Sinking has not occurred on or before 31 December 2032; or
(X) if there is a breach of Clause Error! Reference source not found. or Clause 8.9.

10.2 Remedies - Project Entity Events of Default

(A) Subject to 10.2(D), if a Project Entity Event of Default occurs and is continuing (subject to Clause 1.2(O)), at the direction of the Majority Purchasers in respect of Clauses 10.2(A)(1), (2) and (6) and at the direction of the Super Majority Purchasers in respect of Clauses 10.2(A)(3) to (5), the Agent shall have the right, upon written notice from the Agent to the Project Entities, at its option, to take any or all of the following actions (in each case, without double recovery):
(1) demand and promptly receive all Deliveries then owing by the Seller to the Purchasers or the Agent (in accordance with Clause 2.3);
(2) claim and promptly receive all Losses of the Agent and each Purchaser arising out of or in connection with such Project Entity Event of Default and, if applicable, related termination of this Agreement, which amount shall be immediately due and payable on demand, provided that:
- (a) the Full EOD Early Termination Amount or Discounted EOD Early Termination Amount has not been claimed in respect of the relevant Project Entity Event of Default under Clauses 10.2(A)(3) or 10.2(A)(4) (respectively); and
- (b) the amount of Losses recoverable in respect of a Full Event of Default, shall be capped at the Full EOD Early Termination Amount (calculated in accordance with paragraph (A) of such definition),

and the Agent may issue a Termination Notice in respect of such Project Entity Event of Default but shall not be required to issue such Termination Notice in order to exercise any rights under this Clause 10.2(A)(2);

(3) if the Project Entity Event of Default is a Full Event of Default, issue a Termination Notice and demand the Full EOD Early Termination Amount, which amount shall be immediately due and payable on demand;
(4) if the Project Entity Event of Default is a Discounted Event of Default, issue a Termination Notice and demand the Discounted EOD Early Termination Amount, which amount shall be immediately due and payable on demand;
(5) until the Security Release Date, enforce any of the Security or otherwise exercise any of its rights under or in connection the Security Documents subject to, and in accordance with, the provisions of the Intercreditor Agreement; and
(6) demand and promptly receive all of the Purchasers' and Agent's costs of enforcing rights in connection with such Project Entity Event of Default and taking any of the actions under or in connection with this Clause 10.2(A) which amount shall be immediately due and payable on demand.
(B) The Parties hereby acknowledge and agree that, in respect of any exercise of rights under Clauses 10.2(A)(3) or 10.2(A)(4):
(1) the Purchasers will be damaged by a Project Entity Event of Default;
(2) it would be impracticable or extremely difficult to fix the actual Losses resulting from a Project Entity Event of Default;
(3) any sums payable in accordance with Clauses 10.2(A)(3) or 10.2(A)(4) with respect to a Project Entity Event of Default are in the nature of liquidated damages, not a penalty, and are fair and reasonable; and
(4) all amounts payable in accordance with Clause 10.2(A)(3) or 10.2(A)(4) with respect to a Project Entity Event of Default represent a reasonable estimate of fair compensation for the losses that may reasonably be anticipated from such Project Entity Event of Default in full and final satisfaction of all amounts owed in respect of such Project Entity Event of Default.
(C) For greater certainty, if the termination right under Clause 10.2(A)(2), 10.2(A)(3) or 10.2(A)(4) is not exercised, the rights and remedies of each Purchaser and the Agent and the obligations of the Group Members or any successors following a realization hereunder shall continue in full force and effect.
(D) The Agent shall only have the right to give notice of exercise of remedies for a Project Entity Event of Default in respect of:
(1) Clause 10.1 (excluding Clauses 10.1(H)(1) and 10.1(H)(2)), until the date falling 12 months; and
(2) Clauses 10.1(H)(1) and 10.1(H)(2) until the date falling six months,

in each case, after the Seller notifies the Agent of such Project Entity Event of Default, provided that to the extent that the Agent or a Purchaser is prevented or restricted by the Intercreditor Agreement (or any other intercreditor or subordination arrangement) from taking any of the actions set out in Clause 10.2(A) then the time period in Clause 10.2(D)(1) or 10.2(D)(2) (as applicable) shall be extended by the period of such prevention or restriction. Such notice from the Seller must be in the form set out in Schedule 4 (Form of [Project Entity Event of Default / Material Breach Event] Notice) and specifically identify, and provides all relevant details of, the relevant Project Entity Event of Default and the applicable deadline for notice of exercise of remedies and be given separately to any other notice on any matter.

(E) Subject to the legal enforceability of Clause 10.2 not being challenged by any Group Member or Guarantor and subject to Clause 10.2(F), the Agent and each of the Purchasers acknowledge and agree that, without prejudice to the right to seek injunctions, specific performance or other equitable remediesor the Agent or a Purchaser's rights as a creditor in any insolvency or business rescue or restructuring process, the remedies set out in Clause 10.2 shall be the sole remedies of the Agent and the Purchasers for anyProject Entity Event of Default and the Agent and the Purchasers shall have no additional right or remedy arising by common law (including, without limitation, any common law right of termination), by statute or otherwise under any Applicable Law.
(F) The Parties acknowledge that claims and remedies under this Clause 10.2 are separate from, and in addition to, rights under Clauses 12, 13 (subject in all cases to Clause 13.3) and 15.13.

10.3 Material Breach Events

Until the Security Release Date only, each of the following events or circumstances that is continuing constitutes a material breach by a Project Entity (each, a "Material Breach Event"):

(A) other than as provided for elsewhere in Clause 10.1 (Events of Default), a Project Entity or any Guarantor is in breach or default of any other terms or any of its other covenants or obligations, set forth in this Agreement or any other Stream Document in any material respect (or in any respect in case of terms, covenants or obligations that are qualified by materiality) and which breach or default causes a Material Adverse Effect, which breach or default is not remedied within a period of 60 Business Days after the earlier of (1) delivery by the Agent to the relevant Project Entity or any Guarantor, as applicable, of written notice of such breach or default, and (2) the date a Project Entity or Guarantor (as applicable) became aware of such breach;
(B) a Project Entity or any Guarantor makes any representation or warranty (other than a Fundamental Warranty in respect of which a Project Entity Event of Default under Clause 10.1(C) arises), under any Stream Document which is, in any material respect (or in any respect in the case of representations and warranties that are qualified by materiality), incorrect or incomplete when made or deemed to be made and the circumstances giving rise to such incorrectness or incompleteness are not remedied, if capable of remedy, within a period of 60 days after the earlier of (1) delivery by the Agent to the relevant ProjectEntity or any Guarantor, as applicable, of written notice of such incompleteness or incorrectness, and (2) the date a Project Entity or Guarantor (as applicable) became aware of such incompleteness or incorrectness;
(C) a final judgment, order, writ of execution, garnishment or attachment or similar process for an amount in excess of US\$25,000,000 is issued or levied against a Project Entity or any Guarantor or any material portion of the Project Real Property, provided that (i) all rights of appeal have been exhausted or all times for appeal have expired without appeals having been taken by any of the Group Members and (ii) such final judgment, order, writ of execution, garnishment or attachment or similar process would have a Material Adverse Effect; and
(D) a material default occurs and is continuing under any Material Contract after giving effect to any cure period thereunder or any Material Contract is terminated other than at the end of its term or with the prior written consent of the Agent (acting on the instructions of the Majority Purchasers, each acting reasonably) and such circumstance or event is not remedied or such contract is not replaced with another contract satisfactory to the Agent (acting on the instructions of the Majority Purchasers) within a period of 60 days after the earlier of (1) delivery by the Agent (acting on the instructions of the Majority Purchasers) to the Seller of written notice of such circumstance or event, and (2) the Seller or Project Company becoming aware of such circumstance or event.

10.4 Remedies – Material Breach Event

(A) If a Material Breach Event occurs and is continuing (subject to Clause 1.2(O)), at the direction of the Majority Purchasers, the Agent shall have the right, upon written notice from the Agent to the Project Entities, at its option, to take any or all of the following actions (in each case, without double recovery):
(1) claim and promptly receive all Losses of the Agent and each Purchaser arising out of or in connection with such Material Breach Event which amount shall be immediately due and payable on demand; and
(2) demand and promptly receive all of the Purchasers' and Agent's costs of enforcing rights in connection with such Material Breach Event and taking any of the actions under or in connection with this Clause 10.4 which amount shall be immediately due and payable on demand.
(B) Subject to the legal enforceability of Clause 10.4 not being challenged by any Group Member or Guarantor and subject to Clause 10.4(D), the Agent and each of the Purchasers acknowledge and agree that, without prejudice to the right to seek injunctions, specific performance or other equitable remedies or the Agent or a Purchaser's rights as a creditor in any insolvency or business rescue or restructuring process, the remedies set out in Clause 10.2 shall be the sole remedies of the Agent and the Purchasers for any Material Breach Event and the Agent and the Purchasers shall have no additional right or remedy arising by common law (including, without limitation, any common law right of termination), by statute or otherwise under any Applicable Law.
(C) The Agent shall only have the right to exercise remedies for a Material Breach Event in respect of Clause 10.3(B) until the date falling 12 months after the Seller notifies the Agent of such Material Breach Event, provided that to the extent that the Agent or a Purchaser is prevented or restricted by the Intercreditor Agreement (or any other intercreditor or subordination arrangement) from taking any of the actions set out in this Clause 10.4 then such 12 month period shall be extended by the period of such prevention or restriction. Such notice from the Seller must be in the form set out in Schedule 4 (Form of [Project Entity Event of Default / Material Breach Event] Notice) and specifically identify, and provides all relevant details of, the relevant Material Breach Event and the applicable deadline for notice of exercise of remedies and be given separately to any other notice on any matter.
(D) The Parties acknowledge that claims and remedies under this Clause 10.4 are separate from, and in addition to, rights under Clauses 12, 13 (subject in all cases to Clause 13.3) and 15.13.

11. PURCHASER EVENTS OF DEFAULT

11.1 Events of Default

Each of the following events or circumstances constitutes an event of default by a Purchaser (each, a "Purchaser Event of Default"):

(A) a Purchaser fails to pay any portion of its Purchaser's Share of an Instalment to the Seller in accordance with this Agreement where all of the applicable conditions in Clause 3.3 or 3.4 (as applicable) have been satisfied or waived (any such unpaid portion of such Instalment, the "Unpaid Prepayment Amount") and such breach is not remedied within a period of tenBusiness Days following the due date for payment of such amount;
(B) a Purchaser fails to pay any amount due under this Agreement (other than the Unpaid Prepayment Amount) and such breach is not remedied within a period of ten Business Days following the due date for payment of such amount;
(C) a Purchaser and/or the Agent:
(1) ceases or threatens to cease to carry on its business or admits its inability, or fails, to pay its debts generally as they become due or an order is made or a resolution is passed for the winding up, liquidation or dissolution of in respect of such Purchaser and such order is not contested by such Purchaser, as applicable, diligently, in good faith and on a timely basis and dismissed or stayed within 60 Business Days of its commencement or issuance (for greater certainty, such 60 Business Day grace period shall not apply if any such order is requested by such Purchaser);
(2) becomes bankrupt, whether voluntarily or involuntarily, or becomes subject to any proceeding seeking liquidation, arrangement, monitorship, relief of creditors or the appointment of a receiver, liquidator or trustee, and such proceeding is not contested by such Purchaser, as applicable, diligently, in good faith and on a timely basis and dismissed or stayed within 60 Business Days of its commencement or issuance (for greater certainty, such 60 Business Day grace period shall not apply if such Purchaser becomes bankrupt voluntarily or any such proceedings are initiated by such Purchaser); or
(3) becomes a Sanctioned Person or Sanctioned Entity; and
(D) a Purchaser makes any representation or warranty under any Stream Document which is, in any material respect (or in any respect in the case of representations and warranties that are qualified by materiality), incorrect or incomplete when made or deemed to be made and the circumstances giving rise to such incorrectness or incompleteness are not remedied, if capable of remedy, within a period of [redacted] days after the earlier of (1) delivery by the Seller to the relevant Purchaser of written notice of such incompleteness or incorrectness, and (2) the date the relevant Purchaser became aware of such incompleteness or incorrectness.

11.2 Remedies

(A) If a Purchaser Event of Default described in Clause 11.1(A) has occurred and is continuing for more than [redacted] days, then the Project Entities shall have the right to, without interest or penalty:
(1) unless the Purchaser affected by such Purchaser Event of Default has Transferred all of its rights and obligations under the Stream Documents to another Person in accordance with Clause 7.4 and the outstanding amount has been paid in full by the earlier of [redacted] days: (1) from the Seller notifying the Agent of such Purchaser Event of Default, or (2) the Agent becoming aware of such Purchaser Event of Default, terminate this Agreement with respect to such Purchaser who has committed such Purchaser Event of Default by written notice to the Agent, and demand all damages and losses suffered or incurred as a result of the occurrence of such Purchaser Event of Default and termination;
(2) suspend the performance of all or any of its Refined Gold Delivery obligations further to Clause 2.3(A) and 2.3(B) in respect only of such Purchaser until the relevant amount (where applicable) is fully and unconditionally paid (including by a Transferee of such Purchaser), subject to giving prior written notice of such suspension to the Agent;
(3) unless the Purchaser affected by such Purchaser Event of Default has Transferred all of its rights and obligations under the Stream Documents to another Person in accordance with Clause 7.4 and the outstanding amount has been paid in full on or before the earlier of [redacted] days from: (1) the Seller notifying the Agent of such Purchaser Event of Default, or (2) the Agent becoming aware of such Purchaser Event of Default, notify such Purchaser that its Unpaid Prepayment Amount and/or unfunded Commitments ("Unpaid Commitments") are no longer required and cancelled. Following such notification:
- (a) the Prepayment Amount;
(b) the percentages and number of ounces of Refined Gold in paragraphs (A) and (B) of the definition of "Designated Metal Percentage";
(c) the number of ounces of Refined Gold in Clause 4.1(A); and
(d) the US\$ amount in Clause 8.5,

shall be reduced pro rata in the proportion that such Unpaid Commitments bear to the Prepayment Amount. The Agent shall promptly update (and provide to the Project Company) Schedule 1 (Original Purchasers) to reflect the foregoing and such updated scheduled shall thereafter be Schedule 1 (Original Purchasers) for the purposes of this Agreement.

Notwithstanding the foregoing, in the event that such Purchaser (or transferee of such Purchaser) has disputed the satisfaction of any condition precedent in respect of a relevant portion of the Unpaid Prepayment Amount, and such dispute is determined favourably to any of the Project Entities in accordance with the provisions hereof, such Purchaser will have [redacted]Business Days to pay in full such Unpaid Prepayment Amount before any of the Project Entities may exercise their rights under this Clause 11.2(A).

(B) If this Agreement has been terminated in respect of a Purchaser pursuant to Clause 11.2(A)(1), such termination shall be subject to the Seller, within [redacted]Business Days of the date of termination, fully and unconditionally refunding to such Purchaser (through the Agent) an amount equal to its Purchaser's Share of the Uncredited Balance (if any) at the date of such termination or (if it is not legal for the Seller to refund such amount) placing such amount in escrow on terms acceptable to such Purchaser and Seller (each, acting reasonably) (together the "Refund Obligation"). Following such termination, the Purchaser shall cease to have any rights or liabilities under or in connection with the Stream Documents, other than the Refund Obligation. With effect from such refunding or placing in escrow of the Purchaser's Share of the Uncredited Balance or such termination if the Uncredited Balance is zero at the time of termination, then:
(1) the Prepayment Amount;
(2) the percentages and number of ounces of Refined Gold in paragraphs (A) and (B) of the definition of "Designated Metal Percentage";
(3) the number of ounces of Refined Gold in Clause 4.1(A); and
(4) the US\$ amount in Clause 8.5,

shall be reduced pro rata in the proportion that such Purchaser's Commitment bears to the Prepayment Amount. The Agent shall promptly update (and provide to the Project Company) Schedule 1 (Original Purchasers) to reflect the foregoing and such updated scheduled shall thereafter be Schedule 1 (Original Purchasers) for the purposes of this Agreement. If the refunded amount has been placed in escrow then the Seller shall provide reasonable assistance (subject to Applicable Law) in procuring the release of such funds from escrow and payment to the relevant Purchaser.

(C) If the Seller has suspended this Agreement in respect of a Purchaser pursuant to Clauses 11.2(A)(2) or 11.2(D) following a Purchaser Event of Default:

(1) its Refined Gold Delivery obligations further to Clause 2.3(A) and 2.3(B) shall be suspended until such Purchaser has remedied such Purchaser Event of Default in full; and
(2) any ounces of Refined Gold in respect of which sale and Delivery is suspended further to Clauses 11.2(A)(2) or 11.2(D) shall nonetheless be deemed to have been sold and Delivered when calculating the number of ounces of Refined Gold that have been Delivered in accordance with this Agreement,

provided that, if such Purchaser (or a transferee of such Purchaser) pays the relevant outstanding amount in full, the Seller's obligations under this Agreement shall recommence as of the date of such payment, provided further that for greater certainty the Seller shall not be obligated to make, for the benefit of the relevant Purchaser (or transferee of such Purchaser), any additional Deliveries of Refined Gold or payments in respect of the period during which such suspension was in effect.

(D) If a Purchaser Event of Default described in Clauses 11.1(B) or 11.1(C) (in respect of a Purchaser) has occurred, then the Seller shall have the right to, without interest or penalty, suspend the performance of all or any of its Refined Gold Delivery obligations further to Clause 2.3(A) and 2.3(B) to such Purchaser until the relevant amount (where applicable) is fully and unconditionally paid (including by a Transferee of such Purchaser), subject to giving prior written notice of such suspension to the Agent and / or claim and demand all damages and losses suffered or incurred by it as a result of the occurrence of such Purchaser Event of Default.
(E) If a Purchaser Event of Default (in respect of a Purchaser) under Clause 11.1(C)has occurred and is continuing, unless the Purchaser affected by such Purchaser Event of Default has Transferred all of its rights and obligations under the Stream Documents to another Person in accordance with Clause 7.4 by the earlier of 60 days from: (1) the Seller notifying the Agent of such Purchaser Event of Default, or (2) the Agent becoming aware of such Project Entity Event of Default, then, unless the thencurrent Prepayment Amount has been paid in full or the Prepayment Longstop Date has occurred (but provided that such exception shall not be applicable in relation to a Purchaser Event of Default (in respect of a Purchaser) under Clause 11.1(C)(3)), the Seller, without interest or penalty, may terminate this Agreement in respect only of such Purchaser by written notice to the Agent and the relevant Purchaser. Such termination shall be subject to the Seller, within 180 Business Days of the date of termination, fully and unconditionally refunding to such Purchaser (through the Agent) an amount equal to its Purchaser's Share of the Uncredited Balance (if any) at the date of such termination or (if it is not legal for the Seller to refund such amount) placing such amount in escrow on terms acceptable to such Purchaser and Seller (each, acting reasonably) (together the "Refund Obligation"). Following such termination, the Purchaser shall cease to have any rights or liabilities under or in connection with the Stream Documents, other than the Refund Obligation. With effect from such refunding or placing in escrow of the Purchaser's Share of the Uncredited Balance or such termination if the Uncredited Balance is zero at the time of termination, then:
(1) the Prepayment Amount;
(2) the percentages and number of ounces of Refined Gold in paragraphs (A) and (B) of the definition of "Designated Metal Percentage";
(3) the number of ounces of Refined Gold in Clause 4.1(A); and

(4) the US\$ amount in Clause 8.5,

(F) If a Purchaser Event of Default (in respect of the Agent) under Clause 11.1(C) has occurred and is continuing, then the Project Entities and/or Guarantors shall have the right to, without interest or penalty, suspend the performance of all or any of its Refined Gold Delivery obligations further to Clause 2.3(A) and 2.3(B) and any other obligations under this Agreement to the Agent until a successor Agent has been appointed in accordance with Clause 7.6. Promptly following such appointment the suspended Deliveries of Refined Gold shall be made, and other obligations performed, in full. Any ounces of Refined Gold in respect of which sale and Delivery is suspended further to this Clause 11.2(F) shall not be deemed to have been sold and Delivered when calculating the number of ounces of Refined Gold that have been Delivered in accordance with this Agreement until actually sold and Delivered.
(G) If a Purchaser Event of Default under 11.1(D) has occurred and is continuing, the Project Entities shall have no right to terminate, rescind, cancel, suspend or treat as terminated or discharged this Agreement, but shall be entitled to all other remedies available to it against such Purchaser under this Agreement or at law or in equity.

12. TAXES

12.1 Taxes
(A) All Deliveries of Refined Gold and any other payments and transfers of property of any kind made under this Agreement or any other Stream Document by or on behalf of the Seller or any Guarantor shall be made free and clear and without any present or future deduction, withholding, charge, levy or imposition for or on account of any Taxes, except as required by Applicable Laws. Subject to Clause 12.1(D), all Taxes, if any, as are required by Applicable Laws to be deducted, withheld, charged, levied, collected or imposed on any Person on or with respect to any such Delivery, payment, deemed payment or transfer made by or on behalf of the Seller or any Guarantor shall be paid by the Seller or Guarantor (as applicable) by Delivering or paying to the relevant Purchaser or the Agent (as applicable), in addition to such Delivery, payment, deemed payment or transfer, such additional Delivery, payment or transfer as is necessary to ensure that the net amount received by such Purchaser or the Agent (as applicable) (net of any such Taxes, including any Taxes required to be deducted, withheld, charged, levied, collected or imposed on any such additional amount) equals the full amount that such Purchaser or the Agent (as applicable) would have received had no such deduction, withholding, charge, levy, collection or imposition been required.
(B) Subject to Clause 12.1(D), if, as a result of it entering into any Key Transaction Document or any other arrangement pursuant thereto or contemplated therein to which a Purchaser or the Agent (or an Affiliate of a Purchaser or the Agent) and a Group Member is a party (but not any other unconnected arrangement with third parties or Group Member(s) to which such Purchaser or the Agent or any of their Affiliates is a party from time to time), such Purchaser or the Agent becomes liable for any Tax in

any Ivanhoe Group Jurisdiction (including South African income tax or VAT or other value-added, sales, goods and services or similar taxes), and as a result Taxes are imposed in any Ivanhoe Group Jurisdiction, on any Deliveries, payments or deemed payments under or in connection with any Key Transaction Document or any other arrangement pursuant thereto or contemplated therein or on any Purchaser or the Agent as a result of such Person entering into any of the Key Transaction Documents, the Project Entities shall indemnify such Purchaser or the Agent for such Tax and any costs incurred in connection with such Tax, and the indemnity payment shall be increased as necessary so that, after the imposition of any Tax on the indemnity payment (including Tax in respect of any such increase in the indemnity payment), such Purchaser or the Agent (as applicable) shall receive an amount equal to the full amount of such Taxes for which it is liable. A certificate as to the amount of such payment or liability delivered to the Seller by a Purchaser or the Agent (as applicable) shall be conclusive absent manifest error.

(C) The Purchaser or the Agent (as applicable) shall use commercially reasonably endeavours to pursue any tax refund or rebate to which it is entitled in respect of any Taxes as to which it has been indemnified by the Project Entities or with respect to which the Project Entities or any Guarantor has paid additional amounts pursuant to this Clause 12.1 or that, because of the payment of such Taxes, it has benefited from a reduction in Excluded Taxes otherwise payable by it. If a Purchaser or the Agent receives a refund or rebate of any Taxes as to which it has been indemnified by the Project Entities or with respect to which the Project Entities or any Guarantor has paid additional amounts pursuant to this Clause 12.1 or that, because of the payment of such Taxes, it has benefited from a reduction in Excluded Taxes otherwise payable by it, it shall pay, within 10 Business Days of receipt of such refund or rebate, to the Project Entities or Guarantor (as applicable) an amount equal to such refund or rebate (but only to the extent of indemnity payments made, or additional amounts paid, by the Project Entities or Guarantor (as applicable) under this Clause 12.1 with respect to the Taxes giving rise to such refund or rebate), net of all out-of-pocket expenses of such Purchaser or the Agent (as applicable) and without interest (other than any net after-Tax interest paid by the relevant Governmental Body with respect to such refund or rebate). The Project Entities or any Guarantor (as applicable), upon the request of such Purchaser or the Agent (as applicable), agree to repay, within 10 Business Days of receipt of such request, the amount paid over to the Project Entities or such Guarantor (as applicable) to such Purchaser or the Agent (as applicable) if such Purchaser or the Agent (as applicable) is required to repay such refund or rebate to such Governmental Body. Without prejudice to Clauses 12.1(A) and 12.1(B), the Parties agree, if reasonably requested by the Seller, to reasonably cooperate to try and ensure that no more Taxes, duties or other charges are payable by any Project Entity or Guarantor by virtue of the Stream Documents than as are applicable under Applicable Law. This 12.1(C) shall not be construed to require that a Purchaser or the Agent (i) make available its Tax Returns (or any other information relating to its Taxes that it deems confidential) to the Project Entities or any Guarantor or any other Person, (ii) make any amendments to any Stream Document, (iii) take or procure the taking of any action which might constitute a Purchaser Excluded Taxes Event, a Transfer or a Change of Control or (iv) arrange its affairs in any particular manner.
(D) Neither the Project Entities nor any Guarantor shall be responsible pursuant to 12.1(A) or 12.1(B):
(1) for any Excluded Taxes. For these purposes "Excluded Taxes" means any of the following:
(a) any Taxes to the extent that such Taxes are recovered by a Purchaser or the Agent (as applicable) by way of tax refund or rebate;
(b) any Taxes imposed or collected by a jurisdiction by reason of a Purchaser or the Agent (as applicable) being incorporated or resident in that jurisdiction, carrying on business in, or having a permanent establishment or a connection with that jurisdiction (other than where such Tax is imposed on or collected by any Ivanhoe Group Jurisdiction and such Tax arises solely in connection with entering into, benefitting from or enforcing rights under any Key Transaction Document) or participating in a transaction separate from any of the Key Transaction Documents in that jurisdiction, in each case determined by application of the laws of that jurisdiction; or
(c) any Taxes imposed or collected by a jurisdiction by reason of a Purchaser or the Agent designating a metal account or accounts in a jurisdiction other than England for Deliveries further to Clause 2.3(C) unless such Purchaser or Agent was prohibited by Applicable Law from using a metal account(s) in England for such Deliveries (other than as a result of its own breach of Applicable Law), to the extent that the amount of such Taxes exceeds that which would have been applicable had such account(s) been in England; or
(2) for any Incremental Purchaser Excluded Taxes, arising solely as a result of a Purchaser Excluded Tax Event that occurs at any time after the date of the Agreement. For these purposes "Incremental Purchaser Excluded Taxes" means any amount that a Project Entity or any Guarantor would be required under Clause 12.1(A) or Clause 12.1(B) to pay to the Agent and/or to a Purchaser (as applicable) which would be in excess of the amount that such Project Entity or Guarantor would have been required to pay under Clause 12.1(A) or Clause 12.1(B) (after taking into account any previous application of this Clause 12.1(D), if applicable) if such payment was made on the day before the Purchaser Excluded Tax Event occurred, such excess to be determined based on:
(a) the jurisdiction of incorporation and domicile of the relevant Agent(s) or Purchaser(s) (as applicable), in respect of which the Purchaser Excluded Tax Event is occurring, as at the day before such Purchaser Excluded Tax Event occurred; and
(b) the Applicable Law applicable to each relevant Agent(s), Purchaser(s) and/or Project Entity (as at the day before the Purchaser Excluded Tax Event),

but, in all circumstances, disregarding for the purposes of the calculation of such excess:

(i) the jurisdiction of incorporation, domicile of and any circumstances of and / or Applicable Law applicable to, any direct or indirect shareholder of or investor in any Agent(s) or Purchaser(s) (as applicable) (together "Investor Circumstances"); and
(ii) any Applicable Law applicable to any Agent(s) or Purchaser(s) (as applicable) as a result of Investor Circumstances,

in each case as at the day before such Purchaser Excluded Tax Event. Notwithstanding the foregoing provisions of this Clause 12.1, in no circumstances shall: (x) any additional Taxes arising as a result of a change in Applicable Law occurring after the day before the relevant Purchaser Excluded Tax Event be Excluded Taxes; and (y) any Project Entity or Guarantor liability for VAT (or other value-added, sales, goods and services or similar taxes), in respect of fees for professional services provided to the Agent or a Purchaser in connection with the enforcement of rights under or in connection with the Stream Documents be limited or excluded by this Clause 12.1.

(E) The Project Entities and Ivanplats Holding represent and warrant that, as at the date of this Agreement, the Ivanhoe Group Jurisdiction(s) in respect of the Project Entities are South Africa, in respect of Ivanplats Holding is Luxembourg and in respect of ITC is the United Kingdom.
(F) The Agent and each Purchaser represents and warrants that, as at the date of this Agreement, it is incorporated and has a permanent establishment in USA and / or Canada.
(G) Unless notified under another provision of this Agreement or otherwise, the Agent shall promptly notify the Seller of any Purchaser Excluded Tax Event occurring from time to time and provide all relevant information in respect of such Purchaser Excluded Tax Event, including, without limitation, the jurisdiction of incorporation and domicile of the Agent or Purchaser(s) (as applicable), in respect of which the Purchaser Excluded Tax Event is occurring).

13. INDEMNITIES

13.1 Indemnity of the Project Entities

Subject to Clause 13.3, the Project Entities agree to indemnify and hold the Indemnified Parties harmless from and against any and all Losses suffered or incurred by any of them as a result of a claim by a Person (who is not a current or former Purchaser or Agent or any of their Affiliates) against any of them, in respect of, or arising as a consequence of:

(A) any breach or inaccuracy of any representation or warranty of any Group Member contained in this Agreement or the other Stream Documents to which it is a party, including without limitation the representations and warranties set forth in Clause 9.1 hereto, or in any document, instrument or agreement delivered pursuant hereto or thereto;
(B) any breach, including breach due to non-performance, by any Group Member of any covenant or agreement to be performed by any Group Member contained in this Agreement or the other Stream Documents to which it is a party or in any document, instrument or agreement delivered pursuant hereto or thereto;
(C) the failure of any Project Entities, any Guarantor or any Affiliate of any of them to comply with any Applicable Law;
(D) the physical environmental condition of the Project and matters of health and safety related to the Project or any action or claim brought with respect thereto (including conditions arising prior to the date of this Agreement);
(E) any failure by a Group Member to comply with Anti-Corruption Laws, the Anti-Money Laundering Laws, the Anti-Corruption Policy or the Seller or the Project Company to

otherwise comply with its obligations under Clause 6.3 or any representations and warranties further to Clause 9.1(B)(24); or

(F) any actual breach of any Environmental Laws by a Project Entity or the Project;
(G) an Environmental Claim;
(H) any enquiry, investigation, subpoena (or similar order) or litigation with respect to any Environmental Claim and any other enquiry, investigation, subpoena (or similar order) or litigation in respect of any breach of any Environmental Law that has given or is reasonably likely to give rise to a liability for any Person indemnified further to this Clause 13; or
(I) the enforcement of the rights of an Indemnified Party under this Clause 13.1,

which relates to any Project Entity and/or any Guarantor, any assets of a Project Entity and/or any Guarantor or the operation of all or part of the business of any Project Entity and/or any Guarantor and which would not have arisen had such Indemnified Party not entered into the Stream Documents and provided that the foregoing shall not apply to any Losses of an Indemnified Party to the extent they arise from the gross negligence or wilful misconduct of such Indemnified Party.

13.2 Non-Party Indemnified Persons

The Agent shall act as a trustee to its related Indemnified Parties under this Clause 13 to the extent indemnified under this Agreement and accepts this trust and will hold and enforce the covenants herein on behalf of such related Indemnified Parties.

13.3 No Double Recovery

To the extent that an Indemnified Party recovers damages or obtains payment or reimbursement under or in connection with any provision of this Agreement other than this Clause 13 in respect of any Loss, then such Indemnified Party shall not be entitled to recover the amount it has so recovered or been paid or reimbursed in respect of that Loss more than once under the indemnity in Clause 13.1.

14. THE AGENT

14.1 Agent

(A) Each of the Purchasers appoints the Agent to act as its agent under and in connection with the Stream Documents.
(B) In exercising its duties hereunder, the Agent may engage and pay for the advice or services of any lawyers, accountants or other experts whose advice or services may to it seem necessary, expedient or desirable and rely upon any advice so obtained. The Agent may refrain from exercising any right, power or discretion vested in it under this Agreement which would or might in its opinion in its sole discretion be contrary to any Applicable Law or otherwise render it liable to any Person, and may do anything which is in its opinion in its sole discretion necessary to comply with any such Applicable Law. The Agent shall not be bound to disclose to any Person any information relating to any Group Member if such disclosure would or might in its opinion in its sole discretion constitute a breach of Applicable Law or be otherwise actionable at the suit of any Person.
(C) The Agent shall not accept any responsibility for the accuracy and/or completeness of any information supplied in connection herewith and the Agent shall not be under any liability to any Purchaser as a result of taking or omitting to take any action in relation to the Stream Documents save in the case of the Agent's gross negligence or wilful misconduct.
(D) Each Purchaser shall, on demand by the Agent, indemnify the Agent on a proportionate basis (based on each Purchaser's share of paid and unpaid Commitments), against any and all costs, claims, reasonable expenses (including legal fees) and liabilities which the Agent may incur (and which, where applicable, have not been reimbursed by the Seller) to the extent required hereunder, otherwise than by reason of its own gross negligence or wilful misconduct, in acting in its capacity as the Agent under the Stream Documents.

14.2 Decision-Making

(A) Any amendment, waiver, discharge or termination with respect to this Agreement relating to the following matters shall be effective only if agreed between the Project Entities and Agent acting on the instructions of the Majority Purchasers:
(1) any amount payable or deliverable by the Seller to the Purchasers or the Agent, or any alteration in the currency or mode of calculation or computation of any amount payable or deliverable by the Seller to the Purchasers or the Agent hereunder;
(2) any change in the amount of the Prepayment Amount or any instalment thereof or the timing for or long stop date for payment of any of them;
(3) any change to what constitutes a Project Entity Event of Default;
(4) any change to what constitutes a Material Breach Event;
(5) any change to what constitutes a Purchaser Event of Default;
(6) any extension or reduction of the time for any payments or Deliveries required to be made by the Seller to the Purchasers or the Agent;
(7) any extension or reduction of the notice period required in connection with any payment or Delivery by the Seller to the Purchasers or the Agent;
(8) any material change in the nature and scope of the Security or any release or discharge of any material portion of the Security, except that the Agent may from time to time without notice to or the consent of the Purchasers execute and deliver partial or full releases of the Security from time to time in respect of any item of the Collateral to the extent expressly permitted in this Agreement, the Intercreditor Agreement or the relevant Security Documents;
(9) any provision of this Clause 14; or
(10) the reduction or elimination of any rights of any Purchaser, acting alone or together with other Purchasers, to exercise any rights or receive any information.
(B) Except for the matters described in paragraph (A) above or otherwise expressly provided for in this Agreement, any amendment, waiver, discharge or termination with

respect to this Agreement shall be effective only if agreed between the Project Entities and the Agent (acting on the instructions of the Majority Purchasers), in writing and any such amendment, waiver, discharge or termination that is so agreed shall be final and binding upon all of the Purchasers.

(C) Subject to the other provisions of this Clause 14.2, where the terms of this Agreement refer to any action to be taken by the Purchasers or to any such action that requires the consent or other determination of the Purchasers, the action taken by and the consent or other determination given or made by the Majority Purchasers shall, except to the extent that this Agreement expressly provides to the contrary, constitute the action or consent or other determination of the Purchasers.
(D) Subject to the other provisions of this Clause 14.2, where the terms of this Agreement refer to any action to be taken or decision or determination to be made by the Agent, the Agent may consult with and request the instructions of the Majority Purchasers before taking any such action or making any such decision or determination.
(E) The Agent shall provide the Purchasers with copies of all amendments, waivers or consents provided by the Agent with respect to any provisions of this Agreement or other Stream Documents promptly upon execution thereof.
(F) To the extent that any of the Purchasers has an interest in the subject matter of any decision (other than the appointment of the Agent) requiring approval of the Purchasers and such interest is adverse in any material respect from the interest of the other Purchasers, in their capacity as Purchasers, such Purchaser's Commitments or Purchaser's Share, as applicable, shall be disregarded in determining the approval of the Majority Purchasers or Super Majority Purchasers, as applicable.

14.3 Purchasers' Obligations Several; No Partnership

The obligations of each Purchaser and the Agent under this Agreement are several and not joint or joint and several. No Purchaser shall be responsible for the obligations of any other Purchaser or the Agent hereunder and the Agent shall not be responsible for the obligations of any Purchaser hereunder. Neither the entering into of this Agreement nor the completion of any transactions contemplated herein shall constitute the Purchasers as a partnership with each other or the Agent.

15. GENERAL

15.1 Disputes and Arbitration

(A) Arbitration

(1) Any dispute, controversy or claim arising out of or in connection with this Agreement including any question regarding its existence, validity or termination (a "Dispute") shall be referred to and finally resolved by arbitration under the LCIA Arbitration Rules of the London Court of International Arbitration (the "Arbitration Rules") (which are deemed to be incorporated by reference into this Clause 15.1). The number of arbitrators shall be three (3). The claimant shall nominate one (1) arbitrator for appointment by the LCIA Court and the respondent shall nominate one (1) arbitrator for appointment by the LCIA Court (in the Request and in the Response, respectively). To the extent that the claimant or respondent fails nominate an arbitrator for appointment by the LCIA Court in the Request and/or Response (as applicable), the relevant arbitrator shall be chosen and appointed by the LCIA Court. The third arbitrator, who shall be the president of the arbitral tribunal, shall be selected by the two coarbitrators within thirty (30) days of their appointment. To the extent the third arbitrator is not selected by the end of this thirty (30) day period, such arbitrator shall be chosen and appointed by the LCIA. The seat of arbitration shall be London, England, and the language of arbitration shall be English. The award shall be final and binding upon the Parties and the costs of the arbitration shall be apportioned by the tribunal. Judgment on the award may be entered in any court having jurisdiction. The Emergency Arbitrator provisions in the Arbitration Rules shall not apply. This Clause 15.1 shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction. The Parties covenant and agree that they shall conduct all aspects of such arbitration having regard at all times to expediting the final resolution of such arbitration.

(2) The arbitration, including any settlement discussions between the Parties related to the subject matter of the arbitration, shall be conducted on a private and confidential basis and any and all information exchanged and disclosed during the course of the arbitration shall be used only for the purposes of the arbitration and any appeal therefrom. None of the Parties shall communicate any information obtained or disclosed during the course of the arbitration to any third party except to those experts or consultants employed or retained by, or consulted about retention on behalf of, such party in connection with the arbitration and solely to the extent necessary for assisting in the arbitration, and only after such persons have agreed to be bound by these confidentiality conditions. In the event that disclosure of any information related to the arbitration is required to comply with Applicable Law or court order, an application to a court for provisional remedies, or to satisfy that party's financial reporting obligations, the disclosing party shall promptly notify the other party of such disclosure, shall limit such disclosure to only that information so required to be disclosed and shall have availed itself of the full benefits of any laws, rules, regulations or contractual rights as to disclosure on a confidential basis to which it may be entitled.
(3) Any award of the tribunal and the reasons therefor shall also be kept confidential except (a) as may reasonably be necessary to obtain enforcement thereof or for the purposes of any challenge or appeal therefrom; (b) for either party to comply with its disclosure obligations under Applicable Law; (c) to permit the Parties to exercise properly their rights under the Arbitration Rules; and (d) to the extent that disclosure is required to allow the Parties to consult with their professional advisors or to satisfy their financial reporting obligations.
(4) The arbitration agreement set out in this Clause 15.1 shall be governed by and construed in accordance with English law.

(B) Consolidated arbitration

(1) In order to facilitate the comprehensive resolution of related Disputes, all Disputes between any of the Parties in respect of this Agreement and/or any other related agreement to which the same Parties or their Affiliates or Related Funds are party may be consolidated into a single consolidated arbitration subject to the provisions of this section. If two or more arbitrations are commenced hereunder and/or the related agreements, any party named as claimant or respondent in any of these arbitrations may petition the arbitral tribunal appointed in the arbitration commenced first (the "First Tribunal") for an order that the several arbitrations be consolidated in a single arbitration before that arbitral tribunal (a "Consolidation Order"). The First Tribunal may only make a Consolidation Order in the following circumstances:

(a) all parties to all the arbitrations sought to be consolidated agree to consolidation; or
(b) the First Tribunal determines that: (i) there are issues of fact or law common to the arbitrations such that a consolidated arbitration would be more efficient than separate arbitrations; and (ii) no party would be unduly prejudiced as a result of such consolidation through undue delay or otherwise.

All the parties to the arbitrations consent to consolidation pursuant to a Consolidation Order and agree to waive any rights that they may have to object to arbitrators of the First Tribunal on the ground that they have not been nominated or appointed by such parties. In this Clause 15.1(B), "Related Fund" in relation to a fund (the "First Fund"), means a fund which is managed or advised by the same investment manager or investment adviser as the First Fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

(C) The Parties' option to resolve Dispute through English Courts

(1) Notwithstanding Clause 15.1(A), the Party bringing a claim in respect of a Dispute shall be entitled at any time or by notice in writing to the other Parties to the Dispute require that a Dispute be heard by a court of law instead of arbitration. If a Party gives such notice, the Dispute(s) to which such notice refers shall be determined in accordance with Clause 15.1(C)(2) below.
(2) The Parties agree that, where a Party gives notice to another Party in accordance with Clause 15.1(C)(1) above, the courts of England shall have exclusive jurisdiction to settle such Dispute(s) and, for such purposes, the other Party irrevocably submits to the jurisdiction of such courts. Final judgment against the other Party in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction, including the Republic of South Africa, by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by Applicable Law.
(3) For the purposes of Clause 15.1(C)(2) above, the Parties agree that the courts of England are the most appropriate and convenient courts to settle such Disputes, and irrevocably waives any objection which they might now or hereafter have to the courts of England being nominated as the forum to hear and determine any such Disputes.

15.2 Further Assurances

Each Party shall execute all such further instruments and documents and do all such further actions as may be necessary to effectuate the documents and transactions contemplated in this Agreement, in each case at the cost and expense of the Party requesting such further instrument, document or action, unless expressly indicated otherwise.

15.3 No Joint Venture

Nothing herein shall be construed to create, expressly or by implication, a joint venture, mining partnership, commercial partnership, agency relationship, fiduciary relationship, or other partnership relationship between the Purchasers, the Agent and any of the Project Entities or any other Group Member.

15.4 Governing Law and Jurisdiction

(A) This Agreement and any non-contractual obligations arising from or connected with it shall be governed by English law and this Agreement shall be construed in accordance with English law.
(B) The uniform law on sales and the uniform law on formation to which effect is given by the uniform laws on International Sales Act 1967, the United Nations Convention on International Sales of Goods of 1980 and the United Nations Convention on Prescription (Limitation) in the International Sales of Goods of 1974 and the Amending Protocol of 1980 shall not apply to this Agreement or any other Stream Document.

15.5 Notices

Unless otherwise specifically provided in this Agreement, any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered by hand to an officer or other responsible employee of the addressee or transmitted by facsimile transmission or other by electronic communication, addressed to:

(A) If to the Project Company to:

Ivanplats (Pty) Ltd [address redacted]

Attention: [name redacted – sensitive information] E-mail: [redacted]

(B) If to the Seller to:

Ivanhoe Mines SA (Pty) Ltd [address redacted] Attention: [name redacted – sensitive information] E-mail: [redacted]

Orion Merchant Service LLC [address redacted]

Attention: [redacted] E-mail: [redacted] and with a copy to [redacted]

(D) If to any individual Purchaser, the relevant contact details below or, if applicable, provided by the relevant Purchaser in connection with any Transfer.
(1) OMF Fund III (Ra) LLC

[address redacted]

with a copy to:

Orion Resource Partners (USA) LP [address redacted]

Attention: [redacted]

Facsimile: [redacted]

Email: [redacted]

(2) Nomad Royalty Company Ltd.

[address redacted]

Attention: [redacted]

Email: [redacted]

or at such other address, facsimile number or email address as such Party from time to time directs in writing to the other Party. Any notice or other communication given in accordance with this section, if delivered by hand as aforesaid shall be deemed to have been validly and effectively given on the date of such delivery if such date is a Business Day and such delivery is received before 4:00 pm at of the place of delivery; otherwise, it shall be deemed to be validly and effectively given on the Business Day next following the date of delivery. Any notice of communication which is transmitted by facsimile transmission or electronic mail as aforesaid, shall be deemed to have been validly and effectively given on the date of transmission if such date is a Business Day and such transmission was received before 4:00 pm at the place of receipt; otherwise it shall be deemed to have been validly and effectively given on the Business Day next following such date of transmission.

15.6 Press Releases

The Parties shall jointly plan and co-ordinate, and shall cause their respective Affiliates to jointly plan and coordinate, any public notices, press releases, and any other publicity concerning the entering into of this Agreement and none of the Parties or its Affiliates shall act in this regard without reasonable prior consultation with the other Parties, unless such disclosure is required to meet timely disclosure obligations of such Parties or their Affiliates under Applicable Laws in circumstances where prior consultation with the other Parties is not practicable, and a copy of such disclosure shall be provided to the other Parties at such time as it is made publicly available.

15.7 Amendments

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

15.8 Beneficiaries

Except as otherwise provided herein, this Agreement is for the sole benefit of the Parties and their successors and permitted assigns and nothing herein is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature or kind whatsoever under or by reason of this Agreement.

15.9 Entire Agreement

This Agreement and the other Stream Documents together constitute the entire agreement between the Parties with respect to the subject matter hereof and cancel and supersede any prior understandings and agreements between the Parties with respect thereto. There are no representations, warranties, terms, conditions, opinions, advice, assertions of fact, matters, undertakings or collateral agreements, express, implied or statutory, with respect to the subject matter hereof and thereof by or between the Parties (or by any of their respective employees, directors, officers, representatives or agents) other than as expressly set forth in this Agreement or the other Stream Documents.

15.10 Waivers

Any waiver of, or consent to depart from, the requirements of any provision of this Agreement shall be effective only if it is in writing and signed by the Party giving it, and only in the specific instance and for the specific purpose for which it has been given. No failure on the part of any Party to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver of such right. No single or partial exercise of any such right shall preclude any other or further exercise of such right or the exercise of any other right.

15.11 Successors

This Agreement and the other Stream Documents shall ensure to the benefit of and shall be binding on and enforceable by the Parties and their respective successors and permitted assigns.

15.12 Severability

If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect, all other provisions of this Agreement shall nevertheless remain in full force and effect and the Parties shall negotiate in good faith to replace any provision that is invalid, illegal or unenforceable with such other valid provision that most closely replicates the economic effect and rights and benefits of such impugned provision.

15.13 Costs and Expenses

(A) Except as otherwise provided for in this Agreement and subject to paragraph (B), all costs and expenses incurred by a Party shall be for its own account.
(B) The Project Entities shall pay all reasonable and documented costs and expenses (including, without limitation, all fees, expenses and disbursements of legal counsel), in each case, incurred after 16 Dec 2020:
(1) to the Original Purchasers on demand in connection with (A) its due diligence investigations in connection with the transactions contemplated by this Agreement, (B) the preparation, negotiation, and completion of, this Agreement and the other Stream Documents and all instruments supplemental or ancillary thereto and (C) the registration, maintenance or discharge of any Security in any public record office; and
(2) to the Agent and the Purchasers on demand in connection with any actual or proposed amendment or modification thereof or any waiver under the Stream Documents, and all instruments supplemental or ancillary thereto, in each case, made at the request of any Project Entity or any Guarantor,

in each case, provided that the relevant Original Purchaser or Purchaser shall use reasonable efforts to keep such costs and expenses to a minimum.

(C) The Seller shall be responsible for the costs and expenses of the Security SPV in connection with its establishment, administration, maintenance and the performance of its functions.
(D) The Seller shall pay all reasonable costs and expenses (including, without limitation, all fees, expenses and disbursements of legal counsel) of the Purchasers and the Agent in connection with any exercise of rights pursuant to or compliance with the terms of Clause 7.2 (including any such costs and expenses incurred further to Clauses 7.7 or 7.9 in connection with a Transfer or Change of Control permitted further to Clause 7.2).
(E) In connection with Clauses 8.8 and 12.1(C), the Project Entities shall reimburse the Purchasers and the Agent for all reasonable costs and expenses (including legal fees) incurred by the Purchasers and the Agent.
(F) Any costs and/or fees under or in connection with:
(1) the resignation of an Agent and appointment of a successor Agent; and
(2) any Transfer and/or Change of Control permitted pursuant to Clause 7.4,

in each case, shall be for the account of the Agent or applicable Purchaser only.

15.14 Overdue Payments

Any payment or Delivery not made by a Party on or by any applicable payment or Delivery Date referred to in this Agreement shall incur interest from the due date until such payment or Delivery is paid or made in full at a per annum rate equal to 8% from and after the due date, calculated and paid monthly in arrears and compounded monthly if unpaid.

15.15 Set-Off

Provided that no Purchaser Event of Default is continuing, the Agent may set-off any dollar amount or Refined Gold owed to a Purchaser by any Project Entity against any dollar amount owed by that Purchaser to such Project Entity under this Agreement or any Stream Document. Subject to Clause 2.6, any amount of Refined Gold set off and withheld against any non-payment by a Party shall be valued at the Gold Market Price as at two Business Days before the relevant Delivery Date and shall result in a reduction in an amount of Refined Gold otherwise to be Delivered by that number of ounces equal to the dollar amount set off divided by the Gold Market Price, as applicable, as at two Business Days before the relevant Delivery Date.

15.16 Third party rights

Except for any Indemnified Party, a Person who is not a party to this Agreement shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms.

15.17 Counterparts

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

[REMAINDER OF PAGE INTENTIONALLY BLANK]

SIGNATURE PAGE TO THE GOLD STREAM AGREEMENT

IN WITNESS WHEREOF the Parties have executed and delivered this Agreement as a deed on the day and year first written above.

OMF Fund III (Ra) LLC, in its capacity as Original Purchaser

By: ____________________________________

Name: Title: Dov Lader Authorized Signatory