Common use of Amendment to the Pledge Agreement Clause in Contracts

Amendment to the Pledge Agreement. 2.1 The following defined terms in the Pledge Agreement shall be amended as follows: 2.1.1 The definition of the term “Event of Default” shall be amended and replaced in its entirety by the following definition: “the occurrence of any event, condition or circumstance that constitutes an "Event of Default" under this Pledge Agreement and any amendment thereto.” 2.1.2 The definition of the term “Pledged Shares” shall be amended and replaced in its entirety by the following definition: “55,000,000 Company Shares, currently held in the Pledged Account, such amount of shares to be adjusted to take into account any share split, reverse share split, reclassification or any similar event with respect to the Pledged Shares. The aforementioned amount of Pledged Shares will be reduced following interim release of the Pledged Shares in accordance with clause 4 of this Pledge Agreement and/or following the release of the Pledged Shares pursuant to clause 6 of this Pledge Agreement. Pledged Shares shall include any Company Shares pledged pursuant to Clause 4 or 5.5 of this Agreement. Attached as Exhibit A is a confirmation of the Pledged Account Bank that the Pledged Shares are held in the Pledged Account.” 2.1.3 The definition of the term “Release Date” shall be amended and replaced in its entirety by the following definition: “the earlier of: (i) December 31, 2021, unless upon such date any unresolved indemnity claim(s) under the Share Purchase Agreement is outstanding, whereupon this Pledge Agreement and the pledges created hereunder in favour of the Pledgor will continue to apply but only with respect to the Extended Assets (as defined below) in accordance with the provisions of clause 6 of this Pledge Agreement; and (ii) the date all Pledged Shares (including all proceeds received from the sale of Pledged Shares in accordance with clause 5.5 below) have been released from the pledge in accordance with clause 4 of this Pledge Agreement.” 2.1.4 The definition of term “Secured Obligations” shall be amended and replaced in its entirety by the following definition: “i) all indemnification claims by the Pledgee or by any Buyer Indemnitees that are Finally Determined as defined in and in accordance with the Share Purchase Agreement and have not been paid to Buyer less (a) the net proceeds from the realisation of the Pledged Assets that have been set-off by Buyer under clause 10.10 of the Share Purchase Agreement (if permissible thereunder), or (b) amounts actually paid to Buyer as indemnification claims under Article X of the Share Purchase Agreement; (ii) all obligations of the Pledgor under the Side Letter; (iii) all obligations of the Pledgor under this Pledge Agreement and any amendment thereto (including any rights to remedies of the Pledgee upon an Event of Default or any breach by the Pledgor of a representation, warranty covenant, agreement or condition contained herein); and (iv) any preservation and foreclosure costs and expenses incurred by the Pledgee (including costs and expenses in connection with an Enforcement Event, lawyers’ fees and costs of any Receiver), in each case of (i)- (iv), unlimited in amount.”

Amendment to the Pledge Agreement. 2.1 The following defined terms in Security Agent and BHMC agree to amend the Pledge Agreement shall be amended as follows: 2.1.1 (1) Section 1 of the Pledge Agreement is hereby amended as follows; (a) The definition of ³&RQYHUWLEOH 'HEHQWXUHV´ LV GHOHWH the term “Event of Default” shall be amended and replaced in its entirety by the following definitionfollowing: “the occurrence of any event³Convertible Debentures´ PHDcoQlleVcti ve ly, condition or circumstance that constitutes an "Event of Default" under this Pledge Agreement and any amendment thereto.” 2.1.2 The definition of the term “Pledged Shares” shall be amended and replaced in its entirety by the following definition: “55,000,000 Company Shares, currently held in the Pledged Account, such amount of shares to be adjusted to take into account any share split, reverse share split, reclassification or any similar event with respect to the Pledged Shares. The aforementioned amount of Pledged Shares will be reduced following interim release of the Pledged Shares in accordance with clause 4 of this Pledge Agreement and/or following the release of the Pledged Shares pursuant to clause 6 of this Pledge Agreement. Pledged Shares shall include any Company Shares pledged pursuant to Clause 4 or 5.5 of this Agreement. Attached as Exhibit A is a confirmation of the Pledged Account Bank that the Pledged Shares are held in the Pledged Account.” 2.1.3 The definition of the term “Release Date” shall be amended and replaced in its entirety by the following definition: “the earlier of: (i) December 31secured convertible debentures in the aggregate principal amount of $6,000,000.00 bearing interest at 7.5% per annum payable quarterly in arrears, 2021issued on January 28, unless upon 2022 by the Obligors and convertible at the option of the holder into Common Shares, as the same may be amended, modified, renewed, replaced, restated, supplemented, assigned or refinanced from time to time and includes any agreement extending the maturity of, refinancing or restructuring all or any portion of the indebtedness under such agreement or any successor agreement; DQG LL VHULHV VHFXSUerHiesG2 CFonRveQrtiYbleHUWLEOH Debentures´ LQ WKH DJJUHJDuWp Hto $2S0,0U00L,0Q00F.00LSDO DP bearing interest at 10.5% per annum payable quarterly in arrears, to be issued by the Obligors during the period commencing June 17, 2022 and ending on the date that is 45 days thereafter (or such later date as SPRSR may agree in its sole discretion) and convertible at the option of the holder into Common Shares, as the same may be amended, modified, renewed, replaced, restated, supplemented, assigned or refinanced from time to time and includes any unresolved indemnity claim(sagreement extending the maturity of, refinancing or restructuring all or any portion of the indebtedness under such agreement or any successor agreement. (b) under TKH GHILQLWLRQ RI ³3URMHFW )LQDQFH 'RFXPH with the Share Purchase Agreement is outstandingfollowing: ³Project Finance Documents´ PHDQV WKH &RQYHUWLEOH Royalty Convertible Debenture, whereupon this Pledge Agreement the exclusivity agreement dated as of January 7, 2022 between SPRSR and the pledges created hereunder Obligors, the ROFR agreement dated as of January 7, 2022 between SPRSR and the Obligors, the Royalty Put Option (as defined in the Series 2 Convertible Debentures), the Stream, the Security granted in connection herewith and therewith and all other agreements, instruments and documents from time to time (both before and after the date of this Debenture) delivered to or in favour of any Sprott Entity in connection with any of the Pledgor will continue foregoing agreements and includes without limitation any agreement designated from time to apply but only with respect time by the Obligors and SPRSR (or another Sprott Entity as agent on behalf of the Sprott Entities) DV D ³3URMHF )LQDQFH 'RFXPHQW´ IRU SXUSRVHV RI WKH Section5 Amendment to the Extended Assets Security Agreement. The Security Agent and the Obligors agree to amend the Security Agreement as follows: (1) Section 1(b) of the Security Agreement is hereby amended as defined belowfollows; (a) WKH GHILQLWLRisQde letRedIin its³en&tir'et y a+ndRreOplaGceHd UwitVh t´he following: ³CD Holders´ PHDQV WKH KROGHUV RI WKH &RQYH WLPH ´ (b) the definition of ³&RQYHUWLEOH 'HEHQWXUHV´ LV GHOHWH the following: ³Convertible Debentures´ PHDcoQlleVcti ve ly, (i) secured convertible debentures in accordance with the provisions aggregate principal amount of clause 6 $6,000,000.00 bearing interest at 7.5% per annum payable quarterly in arrears, issued on January 28, 2022 by the Obligors and convertible at the option of this Pledge Agreementthe holder into Common Shares, as each such debenture may be amended, amended and restated, supplemented or modified from time to time; and (ii) series 2 secured convertible debentures WKSeHri es ³2 Convertible Debentures´ LQ WKH DJJUHJDWH S of up to $20,000,000.00 bearing interest at 10.5% per annum payable quarterly in arrears, to be issued by the Obligors during the period commencing June 17, 2022 and ending on the date all Pledged Shares that is 45 days thereafter (including all proceeds received from or such later date as SPRSR may agree in its sole discretion) and convertible at the sale option of Pledged Shares in accordance with clause 5.5 below) have been released from the pledge in accordance with clause 4 of this Pledge Agreement.” 2.1.4 The definition of term “Secured Obligations” shall holder into Common Shares, as each such debenture may be amended, amended and replaced in its entirety by restated, supplemented or modified from time to time. (c) tKH GHILQLWLRQ RI ³3URMHFW )LQDQFH 'RFXPH with the following definitionfollowing: “i) all indemnification claims by ³Project Finance Documents´ PHDQV WKH &RQYHUWLEOH Royalty Convertible Debenture, the Pledgee or by any Buyer Indemnitees that are Finally Determined Exclusivity Agreement, the ROFR Agreement, the Royalty Put Option (as defined in and in accordance with the Share Purchase Agreement and have not been paid to Buyer less (a) the net proceeds from the realisation of the Pledged Assets that have been set-off by Buyer under clause 10.10 of the Share Purchase Agreement (if permissible thereunderSeries 2 Convertible Debentures), the Stream Agreement, the Security Documents granted in connection herewith and therewith and all other agreements, instruments and documents from time to time (both before and after the date of this Agreement) delivered to or (b) amounts actually paid to Buyer as indemnification claims under Article X in favour of the Share Purchase Agreement; (ii) all obligations of the Pledgor under the Side Letter; (iii) all obligations of the Pledgor under this Pledge Agreement and any amendment thereto (including any rights to remedies of the Pledgee upon an Event of Default or any breach by the Pledgor of a representation, warranty covenant, agreement or condition contained herein); and (iv) any preservation and foreclosure costs and expenses incurred by the Pledgee (including costs and expenses Sprott Entity in connection with an Enforcement Event, lawyers’ fees any of the foregoing agreements and costs of includes without limitation any Receiveragreement designated from time to time by the Obligors and the Secured Party as a ³3URMHFW ), in each case of (i)- (iv), unlimited in amount.”LQDQFH 'RFXPHQW´ IRU SXUSRVH