Common use of Applicable Jurisdiction Clause in Contracts

Applicable Jurisdiction. The parties hereby convene that they shall directly settle in good faith any dispute arising between them in relation to the interpretation, execution, validity or efficacy of this Agreement. Should the parties in dispute fail to reach an agreement within a term of fifteen (15) calendar days, the dispute shall be settled by a de jure arbitration, at the request of either party, subject to the following rules: (a) The arbitration shall be conducted by an arbitration court consisting of three (3) members. (b) The arbitration shall be conducted in accordance with the Procedural Regulations of the National and International Settlement and Arbitration Center of the Lima Chamber of Commerce (hereinafter the “Center”) and in the event of its incapacity, by the rules established by the arbitrators. (c) Each party shall appoint an arbitrator and the third arbitrator shall be appointed by the arbitrators thus designated. The third arbitrator shall preside over the arbitration court. Failure by either of the parties to appoint their respective arbitrators within a term of ten (10) calendar days, as of the date on which they are notified by the other party, indicating their intention to adopt this Article and designating their respective arbitrator, the arbitrator shall be appointed by the Center. Furthermore, failure by the two appointed arbitrators to designate the third arbitrator within a term of ten (10) calendar days, as from the date of appointment of the latter arbitrator, the third arbitrator shall be appointed by the Center. (d) In the event of the need to designate a replacement arbitrator, for any reason whatsoever, he shall be designated following the same procedure fixed for the designation of the arbitrator being replaced. (e) Initially, the fees of the arbitrators must be paid by the parties in equal proportions. After the issue of the arbitration award, the unsuccessful party must reimburse said fees to the other, pursuant to the provisions set forth in paragraph (g) of this Article and to the provisions contained in the arbitration award. Without prejudice to the provisions established in the foregoing paragraph, the parties convene that should any counterclaim be filed during the conduction of the arbitration proceeding, to increase the fees initially fixed by the arbitrators, the party proposing such counterclaim must exclusively pay the said additional fees. If the party proposing the counterclaim fails to pay such fees, the arbitration proceeding shall continue its course as if said counterclaim had never been filed. It is hereby established that should the party proposing the counterclaim be favoured with the issue of the final award, it shall also be entitled to the reimbursement of the additional fees of the arbitrators, pursuant to the provisions established in paragraph (g) of this Article and to the provisions contained in the arbitration award. (f) The costs incurred for the production of evidence during the conduction of the proceeding shall be borne by the party offering the evidence, without prejudice to the right to be reimbursed for said costs, pursuant to the provisions established in paragraph (g) of this Article and to the provisions contained in the arbitration award. (g) The costs and fees of the arbitration shall be borne by the unsuccessful party, including the fees of the arbitrators, the legal advisors and any other cost or expense derived from the conduction of said proceeding. The arbitration award must include its provisions on this requirement. (h) The arbitration court shall have a term of ninety (90) business days, as from the date of its installation to issue the respective arbitration award, which is final and conclusive. The arbitration court may extend the term to issue the arbitration award by up to thirty (30) additional business days. The parties may mutually agree to request the arbitration court to order an extension of the proceeding as many times as they may deem pertinent and for the terms that they may deem convenient, in which case, the arbitration court may increase the amount of its fees. Furthermore, the arbitration court may be entrusted to accurately settle the dispute. (i) The parties agree that should either of them file a motion to annul or challenge the arbitration award, it will be required to grant a joint and several letter of guarantee issued by a first-rate bank in favour of the other, in the amount of US$1,000,000 (One Million US Dollars). The said Letter of Guarantee shall be granted prior to filing any appeal of this kind and shall remain in force for a minimum of one (1) year and the secured party must renew it in the event that the process for annulment has not ended within the original term of the Letter of Guarantee. The Letter of Guarantee shall be kept by a notary public of Lima selected by the party granting it. The notary public shall be instructed not to deliver the Letter of Guarantee to the other party, unless a firm and admitted court ruling has been issued against the party that filed the appeal for reversal of the arbitration award. The letter of guarantee shall be returned to the party that filed the appeal for annulment or challenge, only if it ends with a firm and admitted court ruling in favour of said party. Otherwise, the letter of guarantee shall be executed in favour of the party that filed no appeal and shall be considered a penalty by the parties. The penalty referred to herein shall not curtail the amount of the damages, costs or fees due to the party who did not file the appeal. (j) The arbitration shall be conducted in the city of Lima, Peru, and the language to be used in the arbitration proceeding shall be Spanish. Furthermore, the parties agree that should the participation of the regular judges and courts be mandatory, the parties expressly submit to the jurisdiction of the judges and courts of the judicial district of Lima Cercado, waiving the jurisdiction of their domiciles. You are hereby requested, in your capacity as Notary Public, to include the clauses provided for by law, forwarding a notice to the Public Records Office for registration thereof. Executed in Lima on March 16, 2006. MPC Duvaz Representatives: Representatives: Charles Graham Preble and Jaime Rodríguez Mariátegui Proaño and Thomas J. FINDLEY Gonzalo RODRÍGUEZ MARIÁTEGUI CANNY

Applicable Jurisdiction. The parties hereby convene that they shall directly settle shall, through direct negotiation and in good faith faith, settle any dispute or controversy arising between them in relation to the interpretation, execution, validity or efficacy of this Agreement. Should the parties in dispute fail to reach an agreement within a term of fifteen (15) calendar days, the dispute shall be settled by a de jure arbitrationDe Jure Arbitration, at the request of either party, subject to the following rules: (a) The arbitration shall be conducted by an arbitration court consisting of three (3) members. (b) The arbitration shall be conducted in accordance with the Procedural Regulations of the National and International Settlement and Arbitration Center of the Lima Chamber of Commerce (hereinafter the “Center”) ), and in the event of its incapacityabsence thereof, by pursuant to the rules established by the arbitrators. (c) Each party shall appoint an arbitrator and the third arbitrator shall be appointed by the arbitrators thus designated. The third arbitrator shall preside over the arbitration court. Failure by either of the parties to appoint their respective arbitrators within a term of ten (10) calendar days, days as of from the date on which they are notified by the other party, indicating party of their intention to adopt this Article article, and designating their respective arbitrator, the arbitrator shall be appointed by the Center. Furthermore, failure by the two (2) appointed arbitrators to designate the third arbitrator within a term of ten (10) calendar days, days as from the date of appointment of the latter arbitrator, the third arbitrator shall be appointed by the Center. (d) In the event of the need to designate that a replacement arbitrator, arbitrator needs to be appointed for any reason whatsoever, he shall be designated following the same procedure fixed for the designation of the arbitrator being replaced. (e) Initially, the fees of the arbitrators must be paid by the parties in equal proportions. After the issue of the arbitration award, the unsuccessful 102 party must reimburse said fees to the other, pursuant to the provisions set forth in paragraph (g) of this Article and to the provisions contained in the arbitration award. Without prejudice to the provisions established in the foregoing preceding paragraph, the parties convene that that, should any counterclaim be filed during the conduction of the arbitration proceeding, proceeding to increase the fees initially fixed by the arbitrators, the party proposing such counterclaim must exclusively pay the said additional fees. If the party proposing the counterclaim fails to pay such fees, the arbitration proceeding shall continue its course as if said counterclaim had never been filed. It is hereby established that that, should the party proposing the counterclaim be favoured with the issue of the final award, it shall also be entitled to the reimbursement of the additional fees of the arbitrators, pursuant to the provisions established in paragraph (g) of this Article and to the provisions contained in the arbitration award. (f) The costs incurred for the production of evidence during the conduction of the proceeding shall be borne by the party offering the evidence, without prejudice to the right to be reimbursed for said costs, pursuant to the provisions established in paragraph (g) of this Article and to the provisions contained in the arbitration award. (g) The costs and fees of the arbitration shall be borne by the unsuccessful party, including the fees of the arbitrators, the legal advisors and any other cost or expense derived from the conduction of said proceeding. The arbitration award must include its provisions on this requirement. (h) The arbitration court shall have a term of ninety (90) business days, as from the date of its installation to issue the respective arbitration award, which is shall be final and conclusive. The arbitration court may extend the term to issue the arbitration award by for up to thirty (30) additional business days. The parties may mutually agree to request the arbitration court to order an extension of the proceeding as many times as they may deem pertinent and for the terms that they may deem convenient, in which case, the arbitration court may increase the amount of its fees. Furthermore, the arbitration court may be entrusted to accurately settle the dispute. (i) The parties agree that should either of them file a motion to annul or challenge the arbitration award, it will be required to grant a joint and several letter of guarantee issued by a first-rate prime bank in favour of the other, in the amount of US$1,000,000 10,000 (One Million Ten Thousand US Dollars). The said referred Letter of Guarantee shall be granted prior to filing any appeal of this kind and shall remain in force for a minimum of one (1) year and the secured party must 103 renew it in the event that the process for annulment has not ended within the original term of the Letter of Guarantee. The Letter of Guarantee shall be kept by a notary public of in and for Lima selected by the party granting it. The notary public shall be instructed not to deliver the Letter of Guarantee to the other party, unless a firm and admitted final court ruling has been issued against the party that filed the appeal for reversal of to challenge the arbitration award. The letter of guarantee shall be returned to the party that filed the appeal for annulment or challenge, only if it ends with a firm and admitted final court ruling in favour of said party. Otherwise, the letter of guarantee shall be executed in favour of the party that filed no appeal and shall be considered a penalty by the parties. The penalty referred to herein shall not curtail the amount of the damages, costs or fees due to the party who did not file the appeal. (j) The arbitration shall be conducted in the city of Lima, Peru, and the language to be used in the arbitration proceeding shall be Spanish. Furthermore, the parties agree that should the participation of the regular judges and courts be mandatory, the parties expressly submit to the jurisdiction of the judges and courts of the judicial district of Lima Cercado, waiving the jurisdiction of their domiciles. You are hereby requested, in your capacity as Notary Public, to include the clauses provided for by law, forwarding a notice to the Public Records Office for registration thereof. Executed in Lima on March 16, 2006. MPC Duvaz Representatives: Representatives: Charles Graham Preble and Jaime Rodríguez Mariátegui Proaño and Thomas J. FINDLEY Gonzalo RODRÍGUEZ MARIÁTEGUI CANNY

Applicable Jurisdiction. The parties hereby convene that they shall directly settle shall, through direct negotiation and in good faith faith, settle any dispute or controversy arising between them in relation to the interpretation, execution, validity or efficacy of this Agreement. Should the parties in dispute fail to reach an agreement within a term of fifteen (15) calendar days, the dispute shall be settled by a de jure arbitrationDe Jure Arbitration, at the request of either party, subject to the following rules: (a) The arbitration shall be conducted by an arbitration court consisting of three (3) members. (b) The arbitration shall be conducted in accordance with the Procedural Regulations of the National and International Settlement and Arbitration Center of the Lima Chamber of Commerce (hereinafter the “Center”) ), and in the event of its incapacityabsence thereof, by pursuant to the rules established by the arbitrators. (c) Each party shall appoint an arbitrator and the third arbitrator shall be appointed by the arbitrators thus designated. The third arbitrator shall preside over the arbitration court. Failure by either of the parties to appoint their respective arbitrators within a term of ten (10) calendar days, days as of from the date on which they are notified by the other party, indicating party of their intention to adopt this Article article, and designating their respective arbitrator, the arbitrator shall be appointed by the Center. Furthermore, failure by the two (2) appointed arbitrators to designate the third arbitrator within a term of ten (10) calendar days, days as from the date of appointment of the latter arbitrator, the third arbitrator shall be appointed by the Center. (d) In the event of the need to designate that a replacement arbitrator, arbitrator needs to be appointed for any reason whatsoever, he shall be designated following the same procedure fixed for the designation of the arbitrator being replaced. (e) Initially, the fees of the arbitrators must be paid by the parties in equal proportions. After the issue of the arbitration award, the unsuccessful party must reimburse said fees to the other, pursuant to the provisions set forth in paragraph (g) of this Article and to the provisions contained in the arbitration award. Without prejudice to the provisions established in the foregoing preceding paragraph, the parties convene that that, should any counterclaim be filed during the conduction of the arbitration proceeding, proceeding to increase the fees initially fixed by the arbitrators, the party proposing such counterclaim must exclusively pay the said additional fees. If the party proposing the counterclaim fails to pay such fees, the arbitration proceeding shall continue its course as if said counterclaim had never been filed. It is hereby established that that, should the party proposing the counterclaim be favoured with the issue of the final award, it shall also be entitled to the reimbursement of the additional fees of the arbitrators, pursuant to the provisions established in paragraph (g) of this Article and to the provisions contained in the arbitration award. (f) The costs incurred for the production of evidence during the conduction of the proceeding shall be borne by the party offering the evidence, without prejudice to the right to be reimbursed for said costs, pursuant to the provisions established in paragraph (g) of this Article and to the provisions contained in the arbitration award. (g) The costs and fees of the arbitration shall be borne by the unsuccessful party, including the fees of the arbitrators, the legal advisors and any other cost or expense derived from the conduction of said proceeding. The arbitration award must include its provisions on this requirement. (h) The arbitration court shall have a term of ninety (90) business days, as from the date of its installation to issue the respective arbitration award, which is shall be final and conclusive. The arbitration court may extend the term to issue the arbitration award by for up to thirty (30) additional business days. The parties may mutually agree to request the arbitration court to order an extension of the proceeding as many times as they may deem pertinent and for the terms that they may deem convenient, in which case, the arbitration court may increase the amount of its fees. Furthermore, the arbitration court may be entrusted to accurately settle the dispute. (i) The parties agree that should either of them file a motion to annul or challenge the arbitration award, it will be required to grant a joint and several letter of guarantee issued by a first-rate prime bank in favour of the other, in the amount of US$1,000,000 10,000 (One Million Ten Thousand US Dollars). The said referred Letter of Guarantee shall be granted prior to filing any appeal of this kind and shall remain in force for a minimum of one (1) year and the secured party must renew it in the event that the process for annulment has not ended within the original term of the Letter of Guarantee. The Letter of Guarantee shall be kept by a notary public of in and for Lima selected by the party granting it. The notary public shall be instructed not to deliver the Letter of Guarantee to the other party, unless a firm and admitted final court ruling has been issued against the party that filed the appeal for reversal of to challenge the arbitration award. The letter of guarantee shall be returned to the party that filed the appeal for annulment or challenge, only if it ends with a firm and admitted final court ruling in favour of said party. Otherwise, the letter of guarantee shall be executed in favour of the party that filed no appeal and shall be considered a penalty by the parties. The penalty referred to herein shall not curtail the amount of the damages, costs or fees due to the party who did not file the appeal. (j) The arbitration shall be conducted in the city of Lima, Peru, and the language to be used in the arbitration proceeding shall be Spanishthe Spanish language. Furthermore, the parties agree that that, should the participation intervention of the regular judges and courts be mandatory, the parties expressly submit to the jurisdiction of the judges and courts of the judicial district of Lima Cercado, waiving the jurisdiction of their domiciles. SEVEN: Participation MPC, identified by Tax ID Number (RUC) 20506675457, with principal place of business at Av. San Borja Norte 1302, San Borja, acting by and through Charles Graham PREBLE, identified by Alien ID Card (CE) 000084967, and Luis Alfredo DE OLAZÁVAL OVIEDO, idenlified by National Identity Card (DNI) 00000000, as per powers of attorney recorded on Entry 00000000 of the Registry of Companies in and for Lima and EI Callao, participates in this Agreement to assume the obligation stipulated in Article Three hereof. SOCIEDAD MINERA AUSTRIA DUVAZ S.A.C., identified by Tax ID Number (RUC) 20100102171, with principal place of business at Av. José Gálvez Barrenechea 925, San Borja, acting by and through Jaime RODRIGUEZ MARIÁTEGUI PROAŇO, identified by National Identity Card (DNI) 00000000 and Gonzalo RODRIGUEZ MARIÁTEGUI CANNY, identified by National Identity Card (DNI) 00000000, as per powers of attorney recorded on Entry 00000000 of the Registry of Companies in and for Lima and EI Callao, (hereinafter “DUVAZ”) also participates in this Agreement. You are hereby requested, in your capacity as Notary PublicMr. Notary, to include add the clauses provided for by law, forwarding a serving notice to the Public Records Office for registration thereof. Executed Signed in Lima Lima, on March 16[·], 2006. MPC Duvaz Representatives: Representatives: Charles Graham Preble and Jaime Rodríguez Mariátegui Proaño and Thomas J. FINDLEY Gonzalo RODRÍGUEZ MARIÁTEGUI CANNY

Applicable Jurisdiction. The parties hereby convene that they shall directly settle in good faith any dispute arising between them in relation to the interpretation, execution, validity or efficacy of this Agreement. Should the parties in dispute fail to reach an agreement within a term of fifteen (15) calendar days, the dispute shall be settled by a de jure arbitration, at the request of either party, subject to the following rules: (a) The arbitration shall be conducted by an arbitration court consisting of three (3) members. (b) The arbitration shall be conducted in accordance with the Procedural Regulations of the National and International Settlement and Arbitration Center of the Lima Chamber of Commerce (hereinafter the “Center”) and in the event of its incapacity, by the rules established by the arbitrators. (c) Each party shall appoint an arbitrator and the third arbitrator shall be appointed by the arbitrators thus designated. The third arbitrator shall preside over the arbitration court. Failure by either of the parties to appoint their respective arbitrators within a term of ten (10) calendar days, as of the date on which they are notified by the other party, indicating their intention to adopt this Article and designating their respective arbitrator, the arbitrator shall be appointed by the Center. Furthermore, failure by the two appointed arbitrators to designate the third arbitrator within a term of ten (10) calendar days, as from the date of appointment of the latter arbitrator, the third arbitrator shall be appointed by the Center. (d) In the event of the need to designate a replacement arbitrator, for any reason whatsoever, he shall be designated following the same procedure fixed for the designation of the arbitrator being replaced. (e) Initially, the fees of the arbitrators must be paid by the parties in equal proportions. After the issue of the arbitration award, the unsuccessful party must reimburse said fees to the other, pursuant to the provisions set forth in paragraph (g) of this Article and to the provisions contained in the arbitration award. Without prejudice to the provisions established in the foregoing paragraph, the parties convene that should any counterclaim be filed during the conduction of the arbitration proceeding, to increase the fees initially fixed by the arbitrators, the party proposing such counterclaim must exclusively pay the said additional fees. If the party proposing the counterclaim fails to pay such fees, the arbitration proceeding shall continue its course as if said counterclaim had never been filed. It is hereby established that should the party proposing the counterclaim be favoured with the issue of the final award, it shall also be entitled to the reimbursement of the additional fees of the arbitrators, pursuant to the provisions established in paragraph (g) of this Article and to the provisions contained in the arbitration award. (f) The costs incurred for the production of evidence during the conduction of the proceeding shall be borne by the party offering the evidence, without prejudice to the right to be reimbursed for said costs, pursuant to the provisions established in paragraph (g) of this Article and to the provisions contained in the arbitration award. (g) The costs and fees of the arbitration shall be borne by the unsuccessful party, including the fees of the arbitrators, the legal advisors and any other cost or expense derived from the conduction of said proceeding. The arbitration award must include its provisions on this requirement. (h) The arbitration court shall have a term of ninety (90) business days, as from the date of its installation to issue the respective arbitration award, which is final and conclusive. The arbitration court may extend the term to issue the arbitration award by up to thirty (30) additional business days. The parties may mutually agree to request the arbitration court to order an extension of the proceeding as many times as they may deem pertinent and for the terms that they may deem convenient, in which case, the arbitration court may increase the amount of its fees. Furthermore, the arbitration court may be entrusted to accurately settle the dispute. (i) The parties agree that should either of them file a motion to annul or challenge the arbitration award, it will be required to grant a joint and several letter of guarantee issued by a first-rate bank in favour of the other, in the amount of US$1,000,000 (One Million US Dollars). The said Letter of Guarantee shall be granted prior to filing any appeal of this kind and shall remain in force for a minimum of one (1) year and the secured party must renew it in the event that the process for annulment has not ended within the original term of the Letter of Guarantee. The Letter of Guarantee shall be kept by a notary public of Lima selected by the party granting it. The notary public shall be instructed not to deliver the Letter of Guarantee to the other party, unless a firm and admitted court ruling has been issued against the party that filed the appeal for reversal of the arbitration award. The letter of guarantee shall be returned to the party that filed the appeal for annulment or challenge, only if it ends with a firm and admitted court ruling in favour of said party. Otherwise, the letter of guarantee shall be executed in favour of the party that filed no appeal and shall be considered a penalty by the parties. The penalty referred to herein shall not curtail the amount of the damages, costs or fees due to the party who did not file the appeal. (j) The arbitration shall be conducted in the city of Lima, Peru, and the language to be used in the arbitration proceeding shall be Spanish. Furthermore, the parties agree that should the participation of the regular judges and courts be mandatory, the parties expressly submit to the jurisdiction of the judges and courts of the judicial district of Lima Cercado, waiving the jurisdiction of their domiciles. You are hereby requested, in your capacity as Notary Public, to include the clauses provided for by law, forwarding a notice to the Public Records Office for registration thereof. Executed in Lima on March 16, 2006. MPC Duvaz Representatives: Representatives: Charles Graham Preble and Jaime Rodríguez Mariátegui Proaño and Thomas J. FINDLEY Gonzalo RODRÍGUEZ MARIÁTEGUI CANNY.

Applicable Jurisdiction. The parties hereby convene that they in good faith shall directly settle in good faith any dispute arising between them in relation to the interpretation, execution, validity or efficacy of this Agreement. Should the parties in dispute fail to reach an agreement within a term of fifteen (15) calendar days, the dispute shall be settled by a de jure arbitrationDe Jure Arbitration, at the request of either party, subject to the following rules: (a) The arbitration shall be conducted by an arbitration court consisting of three (3) members. (b) The arbitration shall be conducted in accordance with the Procedural Regulations of the National and International Settlement and Arbitration Center Centre of the Lima Chamber of Commerce (hereinafter the “CenterCentre”) and in the event of its incapacity, by the rules established by the arbitrators. (c) Each party shall appoint an arbitrator and the third arbitrator shall be appointed by the arbitrators thus designated. The third arbitrator shall preside over the arbitration court. Failure by either of the parties to appoint their respective arbitrators within a term of ten (10) calendar days, as of the date on which they are notified by the other party, indicating their intention to adopt this Article article and designating their respective arbitrator, the arbitrator shall be appointed by the Center. Furthermore, failure by the two appointed arbitrators to designate the third arbitrator within a term of ten (10) calendar days, as from the date of appointment of the latter arbitrator, the third arbitrator shall be appointed by the Center. (d) In the event of the need to designate a replacement arbitrator, for any reason whatsoever, he shall be designated following the same procedure fixed for the designation of the arbitrator being replaced. (e) Initially, the fees of the arbitrators must be paid by the parties in equal proportions. After the issue of the arbitration award, the unsuccessful party must reimburse said fees to the other, pursuant to the provisions set forth in paragraph (g) of this Article and to the provisions contained in the arbitration award. Without prejudice to Regardless of the provisions established in the foregoing preceding paragraph, the parties convene that should any counterclaim be filed during the conduction of the arbitration proceeding, to increase the fees initially fixed by the arbitrators, the party proposing such counterclaim must exclusively pay the said additional fees. If the party proposing the counterclaim fails to pay such fees, the arbitration proceeding shall continue its course as if said counterclaim had never been filed. It is hereby established that should the party proposing the counterclaim be favoured with the issue of the final award, it shall also be entitled to the reimbursement of the additional fees of the arbitrators, pursuant to the provisions established set forth in paragraph (g) of this Article and to the provisions contained in the arbitration award. (f) The costs incurred for the production of evidence during the conduction of the proceeding shall be borne by the party offering the evidence, without prejudice to the right to be reimbursed for said costs, pursuant to the provisions established in paragraph (g) of this Article and to the provisions contained in the arbitration award. (g) The costs and fees of the arbitration shall be borne by the unsuccessful party, including the fees of the arbitrators, the legal advisors and any other cost or expense derived from the conduction of said proceeding. The arbitration award must include its provisions on this requirement. (h) The arbitration court shall have a term of ninety (90) business days, as from the date of its installation to issue the respective arbitration award, which is final and conclusive. The arbitration court may extend the term to issue the arbitration award by up to thirty (30) additional business days. The parties may mutually agree to request the arbitration court to order an extension of the proceeding as many times as they may deem pertinent and for the terms that they may deem convenient, in which case, the arbitration court may increase the amount of its fees. Furthermore, the arbitration court may be entrusted to accurately settle the dispute. (i) The parties agree that should either of them file a motion to annul or challenge the arbitration award, it will be required to grant a joint and several letter of guarantee issued by a first-rate bank in favour of the other, in the amount of US$1,000,000 (One Million US Dollars). The said Letter of Guarantee shall be granted prior to filing any appeal of this kind and shall remain in force for a minimum of one (1) year and the secured party must renew it in the event that the process for annulment has not ended within the original term of the Letter of Guarantee. The Letter of Guarantee shall be kept by a notary public of Lima selected by the party granting it. The notary public shall be instructed not to deliver the Letter of Guarantee to the other party, unless a firm and admitted court ruling has been issued against the party that filed the appeal for reversal of the arbitration award. The letter of guarantee shall be returned to the party that filed the appeal for annulment or challenge, only if it ends with a firm and admitted court ruling in favour of said party. Otherwise, the letter of guarantee shall be executed in favour of the party that filed no appeal and shall be considered a penalty by the parties. The penalty referred to herein shall not curtail the amount of the damages, costs or fees due to the party who did not file the appeal. (j) The arbitration shall be conducted in the city of Lima, Peru, and the language to be used in the arbitration proceeding shall be Spanish. Furthermore, the parties agree that should the participation of the regular judges and courts be mandatory, the parties expressly submit to the jurisdiction of the judges and courts of the judicial district of Lima Cercado, waiving the jurisdiction of their domiciles. You are hereby requested, in your capacity as Notary Public, to include the clauses provided for by law, forwarding a notice to the Public Records Office for registration thereof. Executed in Lima on March 16, 2006. MPC Duvaz Representatives: Representatives: Charles Graham Preble and Jaime Rodríguez Mariátegui Proaño and Thomas J. FINDLEY Gonzalo RODRÍGUEZ MARIÁTEGUI CANNY

Applicable Jurisdiction. The parties hereby convene that they shall directly settle shall, through direct negotiation and in good faith faith, settle any dispute or controversy arising between them in relation to the interpretation, execution, validity or efficacy of this Agreement. Should the parties in dispute fail to reach an agreement within a term of fifteen (15) calendar days, the dispute shall be settled by a de jure arbitrationDe Jure Arbitration, at the request of either party, subject to the following rules: (a) The arbitration shall be conducted by an arbitration court consisting of three (3) members. (b) The arbitration shall be conducted in accordance with the Procedural Regulations of the National and International Settlement and Arbitration Center of the Lima Chamber of Commerce (hereinafter the “Center”) ), and in the event of its incapacityabsence thereof, by pursuant to the rules established by the arbitrators. (c) Each party shall appoint an arbitrator and the third arbitrator shall be appointed by the arbitrators thus designated. The third arbitrator shall preside over the arbitration court. Failure by either of the parties to appoint their respective arbitrators within a term of ten (10) calendar days, days as of from the date on which they are notified by the other party, indicating party of their intention to adopt this Article and article, designating their respective arbitrator, the arbitrator shall be appointed by the Center. Furthermore, failure by the two (2) appointed arbitrators to designate the third arbitrator within a term of ten (10) calendar days, as from the date of appointment of the latter arbitrator, the third arbitrator shall be appointed by the Center. (d) In the event of the need to designate that a replacement arbitrator, arbitrator needs to be designated for any reason whatsoever, he shall be designated following the same procedure fixed established for the designation of the arbitrator being replaced. (e) Initially, the fees of the arbitrators must be paid by the parties in equal proportions. After the issue of the arbitration award, the unsuccessful party must reimburse said fees to the other, pursuant to the provisions set forth in paragraph (g) of this Article and to the provisions contained in the arbitration award. Without prejudice to the provisions established in the foregoing preceding paragraph, the parties convene that should any counterclaim be filed during the conduction of the arbitration proceeding, to increase the fees initially fixed by the arbitrators, the party proposing such counterclaim must exclusively pay the said additional fees. If the party proposing the counterclaim fails to pay such fees, the arbitration proceeding shall continue its course as if said counterclaim had never been filed. It is hereby established that should the party proposing the counterclaim be favoured with the issue of the final award, it shall also be entitled to the reimbursement of the additional fees of the arbitrators, pursuant to the provisions established in paragraph (g) of this Article and to the provisions contained in the arbitration award. (f) The costs incurred for the production of evidence during the conduction of the proceeding shall be borne by the party offering the evidence, without prejudice to the right to be reimbursed for said costs, pursuant to the provisions established in paragraph (g) of this Article and to the provisions contained in the arbitration award. (g) The costs and fees of the arbitration shall be borne by the unsuccessful party, including the fees of the arbitrators, the legal advisors and any other cost or expense derived from the conduction of said proceeding. The arbitration award must include its provisions on this requirement. (h) The arbitration court shall have a term of ninety (90) business days, as from the date of its installation to issue the respective arbitration award, which is shall be final and conclusive. The arbitration court may extend the term to issue the arbitration award by for up to thirty (30) additional business days. The parties may mutually agree to request the arbitration court to order an extension of the proceeding as many times as they may deem pertinent and for the terms that they may deem convenient, in which case, the arbitration court may increase the amount of its fees. Furthermore, the arbitration court may be entrusted to accurately settle the dispute. (i) The parties agree that should either of them file a motion to annul or challenge the arbitration award, it will be required to grant a joint and several letter of guarantee issued by a first-rate prime bank in favour of the other, in the amount of US$1,000,000 100,000 (One Million Hundred Thousand US Dollars). The said referred Letter of Guarantee shall be granted prior to filing any appeal of this kind and shall remain in force for a minimum of one (1) year and the secured party must renew it in the event that the process for annulment has not ended within the original term of the Letter of Guarantee. The Letter of Guarantee shall be kept by a notary public of in and for Lima selected by the party granting it. The notary public shall be instructed not to deliver the Letter of Guarantee to the other party, unless a firm and admitted final court ruling has been issued against the party that filed the appeal for reversal of to challenge the arbitration award. The letter of guarantee shall be returned to the party that filed the appeal for annulment or challenge, only if it ends with a firm and admitted final court ruling in favour of said party. Otherwise, the letter of guarantee shall be executed in favour of the party that filed no appeal and shall be considered a penalty by the parties. The penalty referred to herein shall not curtail the amount of the damages, costs or fees due to the party who did not file the appeal. (j) The arbitration shall be conducted in the city of Lima, Peru, and the language to be used in the arbitration proceeding shall be Spanish. Furthermore, the parties agree that should the participation of the regular judges and courts be mandatory, the parties expressly submit to the jurisdiction of the judges and courts of the judicial district of Lima Cercado, waiving the jurisdiction of their domiciles. You are hereby requested, in your capacity as Notary Public, to include the clauses provided for by law, forwarding a notice to the Public Records Office for registration thereof. Executed in Lima on March 16, 2006. MPC Duvaz Representatives: Representatives: Charles Graham Preble and Jaime Rodríguez Mariátegui Proaño and Thomas J. FINDLEY Gonzalo RODRÍGUEZ MARIÁTEGUI CANNY

Applicable Jurisdiction. The parties hereby convene that they shall directly settle in good faith shall, directly settle any dispute arising between them in relation to the interpretation, execution, validity or efficacy of this Agreement. Should the parties in dispute fail to reach an agreement within a term of fifteen (15) calendar days, the dispute e shall be settled by a de jure arbitration, at the request of either party, subject to the following rules: (a) The arbitration shall be conducted by an arbitration court consisting of three (3) members. (b) The arbitration shall be conducted in accordance with the Procedural Regulations of the National and International Settlement and Arbitration Center of the Lima Chamber of Commerce (hereinafter the “Center”) ), and in the event of its incapacity, by the rules established by the arbitrators. (c) Each party shall appoint an arbitrator and the third arbitrator shall be appointed by the arbitrators thus designated. The third arbitrator shall preside over the arbitration court. Failure by either of the parties to appoint their respective arbitrators within a term of ten (10) calendar days, as of the date on which they are notified by the other party, indicating their intention to adopt this Article article and designating their respective arbitrator, the arbitrator shall be appointed by the Center. Furthermore, failure by the two appointed arbitrators to designate the third arbitrator within a term of ten (10) calendar days, as from the date of appointment of the latter arbitrator, the third arbitrator shall be appointed by the Center. (d) In the event of the need to designate a replacement arbitrator, for any reason whatsoever, he shall be designated following the same procedure fixed for the designation of the arbitrator being replaced. (e) Initially, the fees of the arbitrators must be paid by the parties in equal proportions. After the issue of the arbitration award, the unsuccessful party must reimburse said fees to the other, pursuant to the provisions set forth in paragraph (g) of this Article and to the provisions contained in the arbitration award. Without prejudice to the provisions established in the foregoing paragraph, the parties convene that should any counterclaim be filed during the conduction of the arbitration proceeding, to increase the fees initially fixed by the arbitrators, the party proposing such counterclaim must exclusively pay the said additional fees. If the party proposing the counterclaim fails to pay such fees, the arbitration proceeding shall continue its course as if said counterclaim had never been filed. It is hereby established that should the party proposing the counterclaim be favoured favored with the issue of the final award, it shall also be entitled to the reimbursement of the additional fees of the arbitrators, pursuant to the provisions established in paragraph (g) of this Article and to the provisions contained in the arbitration award. (f) The costs incurred for the production of evidence during the conduction of the proceeding shall be borne by the party offering the evidence, without prejudice to the right to be reimbursed for said costs, pursuant to the provisions established in paragraph (g) of this Article and to the provisions contained in the arbitration award. (g) The costs and fees of the arbitration shall be borne by the unsuccessful party, including the fees of the arbitrators, the legal advisors and any other cost or expense derived from the conduction of said proceeding. The arbitration award must include its provisions on this requirement. (h) The arbitration court shall have a term of ninety (90) business days, as from the date of its installation to issue the respective arbitration award, which is final and conclusive. The arbitration court may extend the term to issue the arbitration award by up to thirty (30) additional business days. The parties may mutually agree to request the arbitration court to order an extension of the proceeding as many times as they may deem pertinent and for the terms that they may deem convenient, in which case, the arbitration court may increase the amount of its fees. Furthermore, the arbitration court may be entrusted to accurately settle the dispute. (i) The parties agree that should either of them file a motion to annul or challenge the arbitration award, it will be required to grant a joint and several letter of guarantee issued by a first-rate bank in favour favor of the other, in the amount of US$1,000,000 (One Million US Dollars). The said referred Letter of Guarantee shall be granted prior to filing any appeal of this kind and any shall remain in force for a minimum of one (1) year and the secured party must renew it in the event that the process for annulment has not ended within the original term of the Letter of Guarantee. The Letter of Guarantee shall be kept by a notary public of Lima selected by the party granting it. The notary public shall be instructed not to deliver the Letter of Guarantee to the other party, unless a firm and admitted court ruling has been issued against the party that filed the appeal for reversal of the arbitration award. The letter of guarantee shall be returned to the party that filed the appeal for annulment or challenge, only if it ends with a firm and admitted court ruling in favour favor of said party. Otherwise, the letter of guarantee shall be executed in favour favor of the party that filed no appeal and shall be considered a penalty by the parties. The penalty referred to herein shall not curtail the amount of the damages, costs or fees due to the party who did not file the appeal. (j) The arbitration shall be conducted in the city of Lima, Peru, and the language to be used in the arbitration proceeding shall be Spanish. Furthermore, the parties agree that should the participation of the regular judges and courts be mandatory, the parties expressly submit to the jurisdiction of the judges and courts of the judicial district of Lima Cercado, waiving the jurisdiction of their domiciles. You are hereby requested, in your capacity as Notary Public, to include add the clauses provided for by law, forwarding a serving notice to the Public Records Office for registration thereof. Executed Signed in Lima Lima, on March 16October 13, 2006. MPC Duvaz Representatives: Representatives: Charles Graham Preble and Jaime Rodríguez 2006 -(signed) Xxxxx Xxxxxxxxx Mariátegui Proaño and Thomas J. FINDLEY Gonzalo RODRÍGUEZ MARIÁTEGUI CANNYXxxxxx -(signed) Xxxxxxx Xxxxxx Xxxxxx Representative Representative -(signed) Xxxxxxx Xxxxxxxxx Mariátegui Canny -(signed) H. Xxxx Xxxxx Representative Representative -(signed) Xxxx Xxxxxxxxx Mariátegui Canny -(signed) Xxxxx Xxxxxxxxx Mariátegui Xxxxxx On behalf of Xxxx Xxxxxxxxx Mariátegui Xxxxxx -(signed) Xxxx Xxxxxxxxx Mariátegui Canny -(signed) Xxxxxx Xxxxx Xxxxx Xxxxxxx On behalf of Xxxxx Xxxxxx Xxxxx Xxxxxx -(signed) Xxxx Xxxx Xxxxx X. Xxxx Bar Association (CAL) Register 12009

Applicable Jurisdiction. The parties hereby convene that they shall directly settle in good faith any dispute arising between them in relation to the interpretation, execution, validity or efficacy of this Agreement. Should the parties in dispute fail to reach an agreement within a term of fifteen (15) calendar days, the dispute shall be settled by a de jure arbitration, at the request of either party, subject to the following rules: (a) The arbitration shall be conducted by an arbitration court consisting of three (3) members. (b) The arbitration shall be conducted in accordance with the Procedural Regulations of the National and International Settlement and Arbitration Center Centre of the Lima Chamber of Commerce (hereinafter the “CenterCentre”) and in the event of its incapacity, by the rules established by the arbitrators. (c) Each party shall appoint an arbitrator and the third arbitrator shall be appointed by the arbitrators thus designated. The third arbitrator shall preside over the arbitration court. Failure by either of the parties to appoint their respective arbitrators within a term of ten (10) calendar days, as of the date on which they are notified by the other party, indicating their intention to adopt this Article and designating their respective arbitrator, the arbitrator shall be appointed by the CenterCentre. Furthermore, failure by the two appointed arbitrators to designate the third arbitrator within a term of ten (10) calendar days, as from the date of appointment of the latter arbitrator, the third arbitrator shall be appointed by the CenterCentre. (d) In the event of the need to designate a replacement arbitrator, for any reason whatsoever, he shall be designated following the same procedure fixed for the designation of the arbitrator being replaced. (e) Initially, the fees of the arbitrators must be paid by the parties in equal proportions. After the issue of the arbitration award, the unsuccessful party must reimburse said fees to the other, pursuant to the provisions set forth in paragraph (g) of this Article and to the provisions contained in the arbitration award. Without prejudice to the provisions established in the foregoing paragraph, the parties convene that should any counterclaim be filed during the conduction of the arbitration proceeding, to increase the fees initially fixed by the arbitrators, the party proposing such counterclaim must exclusively pay the said additional fees. If the party proposing the counterclaim fails to pay such fees, the arbitration proceeding shall continue its course as if said counterclaim had never been filed. It is hereby established that should the party proposing the counterclaim be favoured with the issue of the final award, it shall also be entitled to the reimbursement of the additional fees of the arbitrators, pursuant to the provisions established in paragraph (g) of this Article and to the provisions contained in the arbitration award. (f) The costs incurred for the production of evidence during the conduction of the proceeding shall be borne by the party offering the evidence, without prejudice to the right to be reimbursed for said costs, pursuant to the provisions established in paragraph (g) of this Article and to the provisions contained in the arbitration award. (g) The costs and fees of the arbitration shall be borne by the unsuccessful party, including the fees of the arbitrators, the legal advisors and any other cost or expense derived from the conduction of said proceeding. The arbitration award must include its provisions on this requirement. (h) The arbitration court shall have a term of ninety (90) business days, as from the date of its installation to issue the respective arbitration award, which is final and conclusive. The arbitration court may extend the term to issue the arbitration award by up to thirty (30) additional business days. The parties may mutually agree to request the arbitration court to order an extension of the proceeding as many times as they may deem pertinent and for the terms that they may deem convenient, in which case, the arbitration court may increase the amount of its fees. Furthermore, the arbitration court may be entrusted to accurately settle the dispute. (i) The parties agree that should either of them file a motion to annul or challenge the arbitration award, it will be required to grant a joint and several letter of guarantee issued by a first-rate bank in favour of the other, in the amount of US$1,000,000 (One Million US Dollars). The said referred Letter of Guarantee shall be granted prior to filing any appeal of this kind and shall remain in force for a minimum of one (1) year and the secured party must renew it in the event that the process for annulment has not ended within the original term of the Letter of Guarantee. The Letter of Guarantee shall be kept by a notary public of Lima selected by the party granting it. The notary public shall be instructed not to deliver the Letter of Guarantee to the other party, unless a firm and admitted court ruling has been issued against the party that filed the appeal for reversal of the arbitration award. The letter of guarantee shall be returned to the party that filed the appeal for annulment or challenge, only if it ends with a firm and admitted court ruling in favour of said party. Otherwise, the letter of guarantee shall be executed in favour of the party that filed no appeal and shall be considered a penalty by the parties. The penalty referred to herein shall not curtail the amount of the damages, costs or fees due to the party who did not file the appeal. (j) The arbitration shall be conducted in the city of Lima, Peru, and the language to be used in the arbitration proceeding shall be Spanish. Furthermore, the parties agree that should the participation of the regular judges and courts be mandatory, the parties expressly submit to the jurisdiction of the judges and courts of the judicial district of Lima Cercado, waiving the jurisdiction of their domiciles. You are hereby requested, in your capacity as Notary Public, to include the clauses provided for by law, forwarding a notice to the Public Records Office for registration thereof. Executed -(signed) [·] -(signed) Xxxxxxx Xxxxxx Xxxxxx Representatives Representative -(signed) Xxxx Xxxxxxxxx Mariátegui Canny -(signed) Xxxxxx X. Xxxxxxx Representative -(signed) Xxxxxxx Xxxxxxxx Xxxxxxx Dedekind -(signed) Xxxxx Xxxxxxxxx Mariátegui Xxxxx APPENDIX A: Description of the Mining Rights 2 08001132Y01 ASIA LA MAR 3.1606 DUVAZ 100% A. DUVAZ 02010442 107325 Ninth Lima Office 7 08001858Y01 XXXXXXX LA MAR 1.3417 DUVAZ 100% A. DUVAZ 02010438 107309 Ninth Lima Office 8 08001163Y01 XXXXXXX LA MAR 5.6348 XXXXXXX DE HYO 50% A. DUVAZ, 50% VOLCAN 02006655 053389 Ninth Lima Office 11 08000848Y01 LA XXXXXXX LA MAR 2.8172 DUVAZ 100% A. DUVAZ 02005992 044145 Ninth Lima Office 00 00000000X00 XXXXXX 90 LA MAR 11.9758 DUVAZ 100% A. DUVAZ 20003250 010356 Regional Office in and for Huancayo 15 08001944Y01 VICTORIA LA MAR 1.5827 DUVAZ 100% A. DUVAZ 02006193 047031 Ninth Lima on March 16Office 16 08002016Y01 LA DEMÓCRATA XXXXX 0.0000 XXXXX-XXXXXXX 33% A. DUVAZ, 200667% MARSANO 02006533 051379 Public Records Office in and for Lima and El Callao 00 00000000X00 XXXXX XXXXXX XXXXX 0.0000 XXXXX-XXXXXXX 33% A. DUVAZ, 67% MARSANO 02006887 056431 Public Records Office in and for Lima and El Callao 18 08001942Y01 ADOQUÍN XXXXX / CAJONCILLO 2.3893 DUVAZ 100% A. DUVAZ 02005919 43069 Ninth Lima Office 24 08000845Y01 CAROLINA PILAR / CAJONCILLO 1.4085 DUVAZ 100% A. DUVAZ 02005530 37223 Public Records Office in and for Lima 00 00000000X00 ENREDADERA XXXXX / CAJONCILLO 0.3321 DUVAZ 100% A. DUVAZ 02005459 035481 Ninth Lima Office 00 00000000X00 JOSESITO PILAR / CAJONCILLO 0.3731 DUVAZ 100% A. DUVAZ 02006885 056419 Ninth Lima Office 28 08000749Y01 XXXXX XXXXX / CAJONCILLO 4.1075 XXXXX DE HYO 98% A. DUVAZ, 2% OTHERS 02006532 051371 Public Records Office in and for Lima and El Callao 29 08001755Y01 XXXXXXX XXXXX / CAJONCILLO 1.9961 DUVAZ 100% A. DUVAZ 02006650 053337 Regional Office in and for Lima You are hereby requested in your capacity as Notary Public to enter in your Notarial Record Book one evidencing the Establishment of Royalties entered into by and between SOCIEDAD MINERA AUSTRIA DUVAZ, identified by Tax ID Number (RUC) 20100102171, with principal place of business for the purposes hereof at Xx. MPC Duvaz Representatives: Representatives: Charles Graham Preble Xxxx Xxxxxx Xxxxxxxxxxx No. 925, San Xxxxx, acting by and Jaime Rodríguez Mariátegui Proaño through Xxxxx XXXXXXXXX MARIÁTEGUI XXXXXX, identified by National Identity Card (DNI) 00000000 and Thomas J. FINDLEY Gonzalo RODRÍGUEZ Xxxxxxx XXXXXXXXX MARIÁTEGUI CANNY, identified by National Identity Card (DNI) 00000000, as per powers of attorney filed in Entry 00000000 of the Registry of Companies in and for Lima and El Callao, and specifically in the Minutes of the Shareholders’ Meeting of SOCIEDAD MINERA AUSTRIA DUVAZ S.A.C., dated March 14, 2006 (“DUVAZ”); and MINERA PERÚ COPPER S.A., identified by Tax ID Number (RUC) 20506675457, with principal place of business at Xx. Xxx Xxxxx Xxxxx 1302, San Xxxxx, acting by and through Xxxxxxx Xxxxxx XXXXXX, identified by Alien Registration Card (CE) 000084967 and Xxxxxx X. XXXXXXX, identified by Alien Registration Card (CE) 114608, as per powers of attorney filed on Entry 11532703 of the Registry of Companies in and for Lima and El Callao (hereinafter “MPC”). This Agreement is entered into under the following terms and conditions: On [·], MPC and DUVAZ entered into an Option Agreement (the “Option Agreement”). By virtue of said Agreement, DUVAZ issued in favour of MPC an option for the transfer of the ownership rights of the mining concessions detailed in Appendix A that constitutes an integral part hereof (the “Mining Rights”). On [·], MPC informed DUVAZ its intention to execute the option subject matter of the Option Agreement for all the Mining Rights. Thus, simultaneously with the execution of this Agreement, the Parties execute an Agreement for the Transfer of Mining Rights in favour of MPC (the “Transfer Agreement”).

Applicable Jurisdiction. The parties hereby convene that they in good faith shall directly settle in good faith any dispute arising between them in relation to the interpretation, execution, validity or efficacy of this Agreement. Should the parties parities in dispute fail to reach an agreement within a term of fifteen (15) calendar days, the dispute shall be settled by a de jure arbitrationDe Jure Arbitration, at the request of either party, subject to the following rules: (a) The arbitration shall be conducted by an arbitration court consisting of three (3) members. (b) The arbitration shall be conducted in accordance with the Procedural Regulations of the National and International Settlement and Arbitration Center Centre of the Lima Chamber of Commerce (hereinafter the “CenterCentre”) and in the event of its incapacity, by the rules established by the arbitrators. (c) Each party shall appoint an arbitrator and the third arbitrator shall be appointed by the arbitrators thus designated. The third arbitrator shall preside over the arbitration court. Failure by either of the parties to appoint their respective arbitrators within a term of ten (10) calendar days, as of the date on which they are notified by the other party, indicating their intention to adopt this Article article and designating their respective arbitrator, the arbitrator shall be appointed by the Center. Furthermore, failure by the two appointed arbitrators to designate the third arbitrator within a term of or ten (10) calendar days, as from form the date of appointment of the latter arbitrator, the third arbitrator shall be appointed by the Center. (d) In the event of the need to designate a replacement arbitrator, for any reason whatsoever, he shall be designated following the same procedure fixed for the designation of the arbitrator being replaced. (e) Initially, the fees of the arbitrators must be paid by the parties in equal proportions. After the issue of the arbitration award, the unsuccessful party must reimburse said fees to the other, pursuant to the provisions set forth in paragraph (g) of this Article and to the provisions contained in the arbitration award. Without prejudice to Regardless of the provisions established in the foregoing preceding paragraph, the parties convene that should any counterclaim be filed during the conduction of the arbitration proceeding, to increase the fees initially fixed by the arbitrators, the party proposing such counterclaim must exclusively pay the said additional fees. If the party proposing the counterclaim fails to pay such fees, the arbitration proceeding shall continue its course as if said counterclaim had never been filed. It is hereby established that should the party proposing the counterclaim be favoured favored with the issue of the final award, it shall also be entitled to the reimbursement of the additional fees of the arbitrators, pursuant to the provisions established set forth in paragraph (g) of this Article and to the provisions contained in the arbitration award. (f) The costs incurred for the production of evidence during the conduction of the proceeding shall be borne by the party offering the evidence, without prejudice to the right to be reimbursed for said costs, pursuant to the provisions established in paragraph (g) of this Article and to the provisions contained in the arbitration award. (g) The costs and fees of the arbitration shall be borne by the unsuccessful party, including the fees of the arbitrators, the legal advisors and any other cost or expense derived from the conduction of said proceeding. The arbitration award must include its provisions on this requirement. (h) The arbitration court shall have a term of ninety (90) business days, as from the date of its installation to issue the respective arbitration award, which is final and conclusive. The arbitration court may extend the term to issue the arbitration award by up to thirty (30) additional business days. The parties may mutually agree to request the arbitration court to order an extension of the proceeding as many times as they may deem pertinent and for the terms that they may deem convenient, in which case, the arbitration court may increase the amount of its fees. Furthermore, the arbitration court may be entrusted to accurately settle the dispute. (i) The parties agree that should either of them file a motion to annul or challenge the arbitration award, it will be required to grant a joint and several letter of guarantee issued by a first-first rate bank in favour favor of the other, in the amount of US$1,000,000 (One Million US Dollars). The said referred Letter of Guarantee Guarantee, shall be granted prior to filing any appeal of this kind and shall remain in force for a minimum of one (1) year and the secured party must renew it in the event that the process for annulment has not ended within the original term of the Letter of Guarantee. The Letter of Guarantee shall be kept by a notary public of Lima selected by the party granting it. The notary public shall be instructed not to deliver the Letter of Guarantee to the other party, unless a firm and admitted court ruling has been issued against the party that filed the appeal for reversal of the arbitration award. The letter of guarantee shall be returned to the party that filed the appeal for annulment or challenge, only if it ends with a firm and admitted court ruling in favour favor of said party. Otherwise, the letter of guarantee shall be executed in favour favor of the party that filed no appeal and shall be considered a penalty by the parties. The penalty referred to herein shall not curtail the amount of the damages, costs or fees due to the party who did not file the appeal. (j) The arbitration shall be conducted in the city of Lima, Peru, and the language to be used in the arbitration proceeding shall be Spanish. Furthermore, the parties agree that should the participation of the regular judges and courts be mandatory, the parties expressly submit to the jurisdiction of the judges and courts of the judicial district Judicial District of Lima Cercado, waiving the jurisdiction of their domiciles. You are hereby requested, in your capacity as Notary Public, to include add the clauses provided for by law, forwarding a serving notice to the Public Records Office for registration thereof. Executed Signed in Lima Lima, on March 16[•], 2006. MPC Duvaz 2006 Representatives: Representatives: Charles Graham Preble and Jaime Rodríguez Xxxxxxx Xxxxxx Xxxxxx Xxxxx Xxxxxxxxx Mariátegui Proaño and Thomas J. FINDLEY Gonzalo RODRÍGUEZ MARIÁTEGUI CANNYXxxxxx Xxxxxx X. Xxxxxxx Xxxxxxx Xxxxxxxxx Mariátegui Canny

Applicable Jurisdiction. The parties hereby convene agree that they shall directly settle in good faith any dispute or controversy arising between them the Parties in relation to the interpretation, execution, validity or efficacy of this Stock Purchase Agreement, shall be resolved by the Parties in good faith through direct negotiation. Should If the parties in dispute fail to reach do not arrive at an agreement within a term of fifteen (15) calendar days, the dispute shall be settled by a de jure arbitration, at the request of either partyany of any of the Parties, the controversy shall be resolved by an arbitration de jure, which shall be subject to the following rules: (a) The arbitration shall be conducted by an arbitration court consisting Arbitration Court made up of three (3) membersarbitrators. (b) The arbitration proceeding shall be conducted in accordance with the according to Procedural Regulations of the National and International Settlement Conciliation and Arbitration Center Centre of the Lima Chamber of Commerce (hereinafter referred to as the “CenterCENTER”) and , in the event of its incapacityabsence thereof, by the rules established regulations determined by the arbitrators. (c) Each party shall appoint an one arbitrator and the two arbitrators so appointed shall appoint the third arbitrator shall be appointed by the arbitrators thus designated. The third arbitrator shall mutual consent, who will preside over the arbitration courtArbitration Court. Failure by either If one of the parties should fail to appoint their respective arbitrators an arbitrator within a term of ten (10) calendar days, days as from the date in which one of the date on which they are notified parties expressed by the other party, indicating their intention written notice its desire to adopt resort to this Article provision and designating their respective appointing its arbitrator, the arbitrator Arbitration Centre shall be appointed by the Centerappoint such arbitrator. FurthermoreLikewise, failure by if the two appointed arbitrators to designate do not appoint the third arbitrator within a term of ten (10) calendar days, days as from the date of appointment acceptance of the latter arbitratorlatter, the third arbitrator shall be appointed by the CenterArbitration Centre. (d) In the event of the need to designate a replacement arbitrator, If for any reason whatsoever, he a substitute arbitrator is required to be appointed, the substitute arbitrator shall be designated appointed following the same procedure fixed outlined hereinabove for the designation appointment of the arbitrator being replaced. (e) Initially, the professional fees of the arbitrators must shall be paid by the parties in equal proportions. After the issue of the arbitration awardaward is issued, the unsuccessful defeated party must shall reimburse said fees to the otherother party the professional fees, pursuant to the provisions set forth in paragraph (g) of this Article and to the provisions contained in the arbitration award. Without prejudice to the provisions established set forth in the foregoing paragraph, the parties convene agree that should if any counterclaim be were filed during the conduction of arbitration process, which leads to an increase in the arbitration proceeding, to increase the professional fees initially fixed established by the arbitrators, such additional fees shall be paid exclusively by the party proposing that files such counterclaim must exclusively pay the said additional feescounterclaim. If the party proposing that filed the counterclaim fails to does not pay such the professional fees, the arbitration proceeding process shall continue its course formalities as if the said counterclaim had was never been filedpresented. It is hereby established that should if the party proposing that files the counterclaim be is favoured with the issue of the final arbitration award, it shall also be entitled have the right to the reimbursement payment of the additional fees of the arbitratorsarbitrators fees, pursuant to the provisions established as set forth in paragraph (g) of this Article article and to the provisions contained in the arbitration award. (f) The costs expenses incurred for the production of evidence to produce evidences shall be assumed during the conduction formalities of the proceeding shall be borne process, by the party offering the evidencethat offers it, without prejudice to the payment right to be reimbursed for said costs, of such expenses pursuant to the provisions established in paragraph set forth item (g) of this Article and to the provisions contained in the arbitration award. (g) The arbitration expenses and costs and fees of the arbitration shall be borne assumed by the unsuccessful defeated party, including the fees of the arbitrators, the legal advisors advisors´ fees and any other cost costs or expense derived expenses arising from the conduction formalities of said proceeding. the process.. The arbitration award must include its provisions shall give an opinion on this factual requirement. (h) The Arbitration Court shall issue a final and conclusive arbitration court shall have award within a term period of ninety (90) business days, calendar days as from the date of its installation to issue the respective arbitration award, which is final and conclusiveinstallation. The arbitration court Arbitration Court may extend the term to issue the arbitration award by up to grant an extension of thirty (30) additional business dayscalendar days to issue the arbitration award. The parties parties, by mutual consent, may mutually agree to request the arbitration court Arbitration Court to order an grant the extension of the proceeding process as many times as they may deem pertinent and for the terms that term they may deem convenient, in which case. In such cases, the arbitration court may increase the amount of its fees. FurthermoreMoreover, the arbitration court may Arbitration Court shall be entrusted competent to accurately settle determine the dispute. (i) The parties hereby agree that should either if any one of them decides to file a motion to annul an appeal for annulment or challenge an objection against the arbitration awardaward before the Judiciary, it will shall previously be required to grant a joint and several letter of guarantee issued by a first-first rate bank in favour of the other, in the other party for an amount of US$US$ 1,000,000 (One Million US Dollars). The said Letter Said letter of Guarantee guarantee shall be granted prior to filing before any appeal of this kind is filed and shall remain be in force for a minimum of at least one (1) year and year. The guaranteed party shall renew the secured party must renew it letter of guarantee in the event that the process for annulment has proceedings have not ended within the original term of the Letter letter of Guaranteeguarantee. The Letter of Guarantee aforementioned letter shall be kept by in the custody of a notary public of Lima in and for Lima, selected by the party granting itgrantee. The notary public shall be instructed receive instructions not to deliver hand over the Letter letter of Guarantee guarantee to the other party, unless a firm in the case of final and admitted court ruling has been issued favourable termination against the party that filed the appeal for reversal of against the arbitration award. The letter of guarantee shall be returned to the party that filed the appeal for annulment the objection or challengeappeal for annulment, only if it ends with a firm and admitted court ruling final decision in favour of said such party. Otherwise, the letter of guarantee shall be executed in favour of the party that filed no did not file the appeal and shall be considered a penalty by the parties. The parties as a penalty, and the said penalty referred to herein shall not curtail limit the amount of the damages, costs expenses or professional fees due to that it may owe in favour of the party who that did not file the appeal. (j) The arbitration proceeding shall be conducted in the city of Lima, Peru, Peru and the language to that shall be used in the arbitration proceeding shall be Spanish. Furthermore, the parties agree that should the participation of any intervention be required by a legal order issued by the regular judges and courts be mandatoryin the arbitration proceeding, the parties expressly submit to the jurisdiction of the judges and courts of the judicial district of Lima CercadoEl Cercado de Lima, waiving the jurisdiction of their respective domiciles, if necessary. You are hereby requested, in your capacity as Notary Public, to include the introductory clauses provided for by law, forwarding a notice of law and forward the pertinent copies to the Public Records Office in and for registration thereofLima, for registration. Executed in Lima Lima, on March 16[·], 2006. MPC Duvaz Representatives: Representatives: Charles Graham Preble and Jaime Rodríguez Mariátegui Proaño and Thomas J. FINDLEY Gonzalo RODRÍGUEZ MARIÁTEGUI CANNY- On behalf of the Purchaser - On behalf of the Duvaz

Applicable Jurisdiction. The parties hereby convene that they shall directly settle in good faith shall, directly settle any dispute arising between them in relation to the interpretation, execution, validity or efficacy of this Agreement. Should the parties in dispute fail to reach an agreement within a term of fifteen (15) calendar days, the dispute shall be settled by a de jure arbitration, at the request of either party, subject to the following rules: (a) The arbitration shall be conducted by an arbitration court consisting of three (3) members. (b) The arbitration shall be conducted in accordance with the Procedural Regulations of the National and International Settlement and Arbitration Center of the Lima Chamber of Commerce (hereinafter the “Center”) ), and in the event of its incapacity, by the rules established by the arbitrators. (c) Each party shall appoint an arbitrator and the third arbitrator shall be appointed by the arbitrators thus designated. The third arbitrator shall preside over the arbitration court. Failure by either of the parties to appoint their respective arbitrators within a term of ten (10) calendar days, as of the date on which they are notified by the other party, indicating their intention to adopt this Article article and designating their respective arbitrator, the arbitrator shall be appointed by the Center. Furthermore, failure by the two appointed arbitrators to designate the third arbitrator within a term of ten (10) calendar days, as from the date of appointment of the latter arbitrator, the third arbitrator shall be appointed by the Center. (d) In the event of the need to designate a replacement arbitrator, for any reason whatsoever, he shall be designated following the same procedure fixed for the designation of the arbitrator being replaced. (e) Initially, the fees of the arbitrators must be paid by the parties in equal proportions. After the issue of the arbitration award, the unsuccessful party must reimburse said fees to the other, pursuant to the provisions set forth in paragraph (g) of this Article and to the provisions contained in the arbitration award. Without prejudice to the provisions established in the foregoing paragraph, the parties convene that should any counterclaim be filed during the conduction of the arbitration proceeding, to increase the fees initially fixed by the arbitrators, the party proposing such counterclaim must exclusively pay the said additional fees. If the party proposing the counterclaim fails to pay such fees, the arbitration proceeding shall continue its course as if said counterclaim had never been filed. It is hereby established that should the party proposing the counterclaim be favoured with the issue of the final award, it shall also be entitled to the reimbursement of the additional fees of the arbitrators, pursuant to the provisions established in paragraph (g) of this Article and to the provisions contained in the arbitration award. (f) The costs incurred for the production of evidence during the conduction of the proceeding shall be borne by the party offering the evidence, without prejudice to the right to be reimbursed for said costs, pursuant to the provisions established in paragraph (g) of this Article and to the provisions contained in the arbitration award. (g) The costs and fees of the arbitration shall be borne by the unsuccessful party, including the fees of the arbitrators, the legal advisors and any other cost or expense derived from the conduction of said proceeding. The arbitration award must include its provisions on this requirement. (h) The arbitration court shall have a term of ninety (90) business days, as from the date of its installation to issue the respective arbitration award, which is final and conclusive. The arbitration court may extend the term to issue the arbitration award by up to thirty (30) additional business days. The parties may mutually agree to request the arbitration court to order an extension of the proceeding as many times as they may deem pertinent and for the terms that they may deem convenient, in which case, the arbitration court may increase the amount of its fees. Furthermore, the arbitration court may be entrusted to accurately settle the dispute. (i) The parties agree that should either of them file a motion to annul or challenge the arbitration award, it will be required to grant a joint and several letter of guarantee issued by a first-rate bank in favour of the other, in the amount of US$1,000,000 (One Million US Dollars). The said referred Letter of Guarantee shall be granted prior to filing any appeal of this kind and shall remain in force for a minimum of one (1) year and the secured party must renew it in the event that the process for annulment has not ended within the original term of the Letter of Guarantee. The Letter of Guarantee shall be kept by a notary public of Lima selected by the party granting it. The notary public shall be instructed not to deliver the Letter of Guarantee to the other party, unless a firm and admitted court ruling has been issued against the party that filed the appeal for reversal of the arbitration award. The letter of guarantee shall be returned to the party that filed the appeal for annulment or challenge, only if it ends with a firm and admitted court ruling in favour of said party. Otherwise, the letter of guarantee shall be executed in favour of the party that filed no appeal and shall be considered a penalty by the parties. The penalty referred to herein shall not curtail the amount of the damages, costs or fees due to the party who did not file the appeal. (j) The arbitration shall be conducted in the city of Lima, Peru, and the language to be used in the arbitration proceeding shall be Spanish. Furthermore, the parties agree that should the participation of the regular judges and courts be mandatory, the parties expressly submit to the jurisdiction of the judges and courts of the judicial district of Lima Cercado, waiving the jurisdiction of their domiciles. You are hereby requested, in your capacity as Notary Public, to include add the clauses provided for by law, forwarding a serving notice to the Public Records Office for registration thereof. Executed Signed in Lima Lima, on March 16[·], 2006. MPC Duvaz Representatives: Representatives: Charles Graham Preble and Jaime Rodríguez Mariátegui Proaño and Thomas J. FINDLEY Gonzalo RODRÍGUEZ MARIÁTEGUI CANNY

Applicable Jurisdiction. The parties hereby convene that they shall directly settle shall, through direct negotiation and in good faith faith, settle any dispute or controversy arising between them in relation to the interpretation, execution, validity or efficacy of this Agreement. Should the parties in dispute fail to reach an agreement within a term of fifteen (15) calendar days, the dispute shall be settled by a de jure arbitrationDe Jure Arbitration, at the request of either party, subject to the following rules: (a) The arbitration shall be conducted by an arbitration court consisting of three (3) members. (b) The arbitration shall be conducted in accordance with the Procedural Regulations of the National and International Settlement and Arbitration Center of the Lima Chamber of Commerce (hereinafter the “Center”) ), and in the event of its incapacityabsence thereof, by pursuant to the rules established by the arbitrators. (c) Each party shall appoint an arbitrator and the third arbitrator shall be appointed by the arbitrators thus designated. The third arbitrator shall preside over the arbitration court. Failure by either of the parties to appoint their respective arbitrators within a term of ten (10) calendar days, days as of from the date on which they are notified by the other party, indicating party of their intention to adopt this Article and article, designating their respective arbitrator, the arbitrator shall be appointed by the Center. Furthermore, failure by the two (2) appointed arbitrators to designate the third arbitrator within a term of ten (10) calendar days, as from the date of appointment of the latter arbitrator, the third arbitrator shall be appointed by the Center. (d) In the event of the need to designate that a replacement arbitrator, arbitrator needs to be designated for any reason whatsoever, he shall be designated following the same procedure fixed established for the designation of the arbitrator being replaced. (e) Initially, the fees of the arbitrators must be paid by the parties in equal proportions. After the issue of the arbitration award, the unsuccessful party must reimburse said fees to the other, pursuant to the provisions set forth in paragraph (g) of this Article and to the provisions contained in the arbitration award. Without prejudice to the provisions established in the foregoing preceding paragraph, the parties convene that should any counterclaim be filed during the conduction of the arbitration proceeding, to increase the fees initially fixed by the arbitrators, the party proposing such counterclaim must exclusively pay the said additional fees. If the party proposing the counterclaim fails to pay such fees, the arbitration proceeding shall continue its course as if said counterclaim had never been filed. It is hereby established that should the party proposing the counterclaim be favoured with the issue of the final award, it shall also be entitled to the reimbursement of the additional fees of the arbitrators, pursuant to the provisions established in paragraph (g) of this Article and to the provisions contained in the arbitration award. (f) The costs incurred for the production of evidence during the conduction of the proceeding shall be borne by the party offering the evidence, without prejudice to the right to be reimbursed for said costs, pursuant to the provisions established in paragraph (g) of this Article and to the provisions contained in the arbitration award. (g) The costs and fees of the arbitration shall be borne by the unsuccessful party, including the fees of the arbitrators, the legal advisors and any other cost or expense derived from the conduction of said proceeding. The arbitration award must include its provisions on this requirement. (h) The arbitration court shall have a term of ninety (90) business days, as from the date of its installation to issue the respective arbitration award, which is shall be final and conclusive. The arbitration court may extend the term to issue the arbitration award by for up to thirty (30) additional business days. The parties may mutually agree to request the arbitration court to order an extension of the proceeding as many times as they may deem pertinent and for the terms that they may deem convenient, in which case, the arbitration court may increase the amount of its fees. Furthermore, the arbitration court may be entrusted to accurately settle the dispute. (i) The parties agree that should either of them file a motion to annul or challenge the arbitration award, it will be required to grant a joint and several letter of guarantee issued by a first-rate prime bank in favour of the other, in the amount of US$1,000,000 100,000 (One Million Hundred Thousand US Dollars). The said referred Letter of Guarantee shall be granted prior to filing any appeal of this kind and shall remain in force for a minimum of one (1) year and the secured party must renew it in the event that the process for annulment has not ended within the original term of the Letter of Guarantee. The Letter of Guarantee shall be kept by a notary public of in and for Lima selected by the party granting it. The notary public shall be instructed not to deliver the Letter of Guarantee to the other party, unless a firm and admitted final court ruling has been issued against the party that filed the appeal for reversal of to challenge the arbitration award. The letter of guarantee shall be returned to the party that filed the appeal for annulment or challenge, only if it ends with a firm and admitted final court ruling in favour of said party. Otherwise, the letter of guarantee shall be executed in favour of the party that filed no appeal and shall be considered a penalty by the parties. The penalty referred to herein shall not curtail the amount of the damages, costs or fees due to the party who did not file the appeal. (j) The arbitration shall be conducted in the city of Lima, Peru, and the language to be used in the arbitration proceeding shall be Spanishthe Spanish language. Furthermore, the parties agree that should the participation intervention of the regular judges and courts be mandatory, the parties expressly submit to the jurisdiction of the judges and courts of the judicial district of Lima Cercado, waiving the jurisdiction of their domiciles. SEVEN: Participation MPC, identified by Tax ID Number (RUC) 20506675457, with principal place of business at Av. San Borja Norte 1302, San Borja, acting by and through Charles Graham PREBLE, identified by Alien ID Card (CE) 000084967 and Luis Alfredo DE OLAZÁVAL OVIEDO, identified by National Identity Card (DNI) 00000000, as per powers of attorney recorded on Entry 00000000 of the Registry of Companies in and for Lima and El Callao, participates in this Agreement to assume the obligation stipulated in Article Three hereof. You are hereby requested, in your capacity as Notary PublicMr. Notary, to include add the clauses provided for by law, forwarding a serving notice to the Public Records Office for registration thereof. Executed Signed in Lima Lima, on March 16[•], 2006. MPC Duvaz Representatives: 2006 Representatives: Charles Graham Preble Juan Pedro Rodriguez Mariátegui Blume Representatives: Jaime Rodriguez Mariátegui Proaňo Gonzalo Rodriguez Mariátegui Canny Representatives: Charles Graham Preble Luis Alfredo de Olazábal Oviedo APPENDIX A: Description of the Assets You are hereby requested in your capacity as Notary Public to enter in your Notarial Record Book one evidencing the Agreement for the Transfer of Mining Concessions (the “Agreement”) entered into by and between SOCIEDAD MlNERA AUSTRIA DUVAZ S.A.C., identified by Tax ID Number (RUC) 20100102171, with principal place of business for the purposes hereof at Av. José Gálvez Barrenechea 925, San Borja, acting by and through Jaime Rodríguez Mariátegui Proaño RODRÍGUEZ MARIÁTEGUI PROAŃO, identified by National Identity Card (DNI) 00000000, and Thomas J. FINDLEY Gonzalo RODRÍGUEZ MARIÁTEGUI MARlÁTEGUI CANNY, identified by National Identity Card (DNI) 00000000, as per powers of attorney recorded on Entry 00000000 of the Registry of Companies in and for Lima and EI Callao, and specifically in the Minutes of the Shareholders’ Meeting, dated [·], (hereinafter “DUVAZ”); and SOCIEDAD MINERA CENTENARIO S.A.C., identified by Tax ID Number (RUC) [·], with principal place of business at Av. José Gálvez Barrenechea 925, San Borja, acting by and through Charles Graham PREBLE, identified by Alien ID Card (CE) 000084967, as per power of attorney specifically granted for that purpose as evidenced in the Minutes of the Shareholders’ Meeting dated [·], (hereinafter “CENTENARIO”), under the following terms and conditions: ONE: Recitals DUVAZ is the holder of 33.33% of the “Maria Celina” mining concession, with single code 08001986X01, with an area of 5.0707 ha. and recorded on Entry 02006887 of the Public Records Office in and for Lima and EI Callao, and of 33.33% of the “La Demócrata” mining concession, with single code 08002016X01, with an area of 1.9955 ha. and recorded on Entry 02006533 of the Public Records Office in and for Lima and EI Callao, both located in the District of Morococha, Province of Yauli, Department of Junín (all aliquots held by DUVAZ in the “Maria Celina” and “La Demócrata” mining concessions, hereinafter, the “Aliquots”). The holder of the remaining 66.66% of the “Maria Celina” mining concession is SUCESIÓN TOMÁS MARSANO GUTIÉRREZ. The other co-owners of the “La Demócrata” mining concession form part of SUCESlÓN TOMÁS MARSANO GUTIÉRREZ (33.33%) and of SUCESlÓN TOMÁS MARSANO CAMPODÓNICO (33.33%). On March 16, 2006, DUVAZ, MINERA PERÚ COPPER S.A. (“MPC”), a corporation organized in Peru that is shareholder of CENTENARIO and others, entered into the Master Agreement (hereinafter the “Master Agreement) aimed at regulating the transfer of several mining concessions owned by DUVAZ. As consideration thereof, it was established MPC’s obligation to pay DUVAZ’s obligations to different creditors, as set forth in Exhibit F to the said Master Agreement (“Exhibit F”), among others.

Applicable Jurisdiction. The parties hereby convene that they shall directly settle shall, through direct negotiation and in good faith faith, settle any dispute or controversy arising between them in relation to the interpretation, execution, validity or efficacy of this Agreement. Should the parties in dispute fail to reach an agreement within a term of fifteen (15) calendar days, the dispute shall be settled by a de jure arbitrationDe Jure Arbitration, at the request of either party, subject to the following rules: (a) The arbitration shall be conducted by an arbitration court consisting of three (3) members. (b) The arbitration shall be conducted in accordance with the Procedural Regulations of the National and International Settlement and Arbitration Center of the Lima Chamber of Commerce (hereinafter the “Center”) ), and in the event of its incapacityabsence thereof, by pursuant to the rules established by the arbitrators. (c) Each party shall appoint an arbitrator and the third arbitrator shall be appointed by the arbitrators thus designated. The third arbitrator shall preside over the arbitration court. Failure by either of the parties to appoint their respective arbitrators within a term of ten (10) calendar days, days as of from the date on which they are notified by the other party, indicating party of their intention to adopt this Article and article, designating their respective arbitrator, the arbitrator shall be appointed by the Center. Furthermore, failure by the two (2) appointed arbitrators to designate the third arbitrator within a term of ten (10) calendar days, days as from the date of appointment of the latter arbitrator, the third arbitrator shall be appointed by the Center. (d) In the event of the need to designate that a replacement arbitrator, arbitrator needs to be designated for any reason whatsoever, he shall be designated following the same procedure fixed established for the designation of the arbitrator being replaced. (e) Initially, the fees of the arbitrators must be paid by the parties in equal proportions. After the issue of the arbitration award, the unsuccessful party must reimburse said fees to the other, pursuant to the provisions set forth in paragraph (g) of this Article and to the provisions contained in the arbitration award. Without prejudice to the provisions established in the foregoing preceding paragraph, the parties convene that that, should any counterclaim be filed during the conduction of the arbitration proceeding, proceeding to increase the fees initially fixed by the arbitrators, the party proposing such counterclaim must exclusively pay the said additional fees. If the party proposing the counterclaim fails to pay such fees, the arbitration proceeding shall continue its course as if said counterclaim had never been filed. It is hereby established that that, should the party proposing the counterclaim be favoured with the issue of the final award, it shall also be entitled to the reimbursement of the additional fees of the arbitrators, pursuant to the provisions established in paragraph (g) of this Article and to the provisions contained in the arbitration award. (f) The costs incurred for the production of evidence during the conduction of the proceeding shall be borne born by the party offering the evidence, without prejudice to the right to be reimbursed for said costs, pursuant to the provisions established in paragraph (g) of this Article and to the provisions contained in the arbitration award. (g) The costs and fees of the arbitration shall be borne by the unsuccessful party, including the fees of the arbitrators, the legal advisors and any other cost or expense derived from the conduction of said proceeding. The arbitration award must include its provisions on this requirement. (h) The arbitration court shall have a term of ninety (90) business days, as from the date of its installation to issue the respective arbitration award, which is shall be final and conclusive. The arbitration court may extend the term to issue the arbitration award by for up to thirty (30) additional business days. The parties may mutually agree to request the arbitration court to order an extension of the proceeding as many times as they may deem pertinent and for the terms that they may deem convenient, in which case, the arbitration court may increase the amount of its fees. Furthermore, the arbitration court may be entrusted to accurately settle the dispute. (i) The parties agree that that, should either of them file a motion to annul or challenge the arbitration award, it will be required to grant a joint and several letter of guarantee issued by a first-rate prime bank in favour of the other, in the amount of US$1,000,000 100,000 (One Million Hundred Thousand US Dollars). The said referred Letter of Guarantee shall be granted prior to filing any appeal of this kind and shall remain in force for a minimum of one (1) year and the secured party must renew it in the event that the process for annulment has not ended within the original term of the Letter of Guarantee. The Letter of Guarantee shall be kept by a notary public of in and for Lima selected by the party granting it. The notary public shall be instructed not to deliver the Letter of Guarantee to the other party, unless a firm and admitted final court ruling has been issued against the party that filed the appeal for reversal of to challenge the arbitration award. The letter of guarantee shall be returned to the party that filed the appeal for annulment or challenge, only if it ends with a firm and admitted final court ruling in favour of said party. Otherwise, the letter of guarantee shall be executed in favour of the party that filed no appeal and shall be considered a penalty by the parties. The penalty referred to herein shall not curtail the amount of the damages, costs or fees due to the party who did not file the appeal. (j) The arbitration shall be conducted in the city of Lima, Peru, and the language to be used in the arbitration proceeding shall be Spanish. Furthermore, the parties agree that should the participation of the regular judges and courts be mandatory, the parties expressly submit to the jurisdiction of the judges and courts of the judicial district of Lima Cercado, waiving the jurisdiction of their domiciles. You are hereby requested, in your capacity as Notary Public, to include the clauses provided for by law, forwarding a notice to the Public Records Office for registration thereof. Executed in Lima on March 16, 2006. MPC Duvaz Representatives: Representatives: Charles Graham Preble and Jaime Rodríguez Mariátegui Proaño and Thomas J. FINDLEY Gonzalo RODRÍGUEZ MARIÁTEGUI CANNY

Applicable Jurisdiction. The parties hereby convene agree that they shall directly settle in good faith any dispute or controversy arising between them the Parties in relation to the interpretation, execution, validity or efficacy of this Stock Purchase Agreement, shall be resolved by the Parties in good faith through direct negotiation. Should If the parties in dispute fail to reach do not arrive at an agreement within a term of fifteen (15) calendar days, the dispute shall be settled by a de jure arbitration, at the request of either partyany of any of the Parties, the controversy shall be resolved by an arbitration de jure, which shall be subject to the following rules: (a) The arbitration shall be conducted by an arbitration court consisting Arbitration Court made up of three (3) membersarbitrators. (b) The arbitration proceeding shall be conducted in accordance with the according to Procedural Regulations of the National and International Settlement Conciliation and Arbitration Center Centre of the Lima Chamber of Commerce (hereinafter referred to as the “CenterCENTER”) and , in the event of its incapacityabsence thereof, by the rules established regulations determined by the arbitrators. (c) Each party shall appoint an one arbitrator and the two arbitrators so appointed shall appoint the third arbitrator shall be appointed by the arbitrators thus designated. The third arbitrator shall mutual consent, who will preside over the arbitration courtArbitration Court. Failure by either If one of the parties should fail to appoint their respective arbitrators an arbitrator within a term of ten (10) calendar days, days as from the date in which one of the date on which they are notified parties expressed by the other party, indicating their intention written notice its desire to adopt resort to this Article provision and designating their respective appointing its arbitrator, the arbitrator Arbitration Centre shall be appointed by the Centerappoint such arbitrator. FurthermoreLikewise, failure by if the two appointed arbitrators to designate do not appoint the third arbitrator within a term of ten (10) calendar days, days as from the date of appointment acceptance of the latter arbitratorlatter, the third arbitrator shall be appointed by the CenterArbitration Centre. (d) In the event of the need to designate a replacement arbitrator, If for any reason whatsoever, he a substitute arbitrator is required to be appointed, the substitute arbitrator shall be designated appointed following the same procedure fixed outlined hereinabove for the designation appointment of the arbitrator being replaced. (e) Initially, the professional fees of the arbitrators must shall be paid by the parties in equal proportions. After the issue of the arbitration awardaward is issued, the unsuccessful defeated party must shall reimburse said fees to the otherother party the professional fees, pursuant to the provisions set forth in paragraph (g) of this Article and to the provisions contained in the arbitration award. Without prejudice to the provisions established set forth in the foregoing paragraph, the parties convene agree that should if any counterclaim be were filed during the conduction of arbitration process, which leads to an increase in the arbitration proceeding, to increase the professional fees initially fixed established by the arbitrators, such additional fees shall be paid exclusively by the party proposing that files such counterclaim must exclusively pay the said additional feescounterclaim. If the party proposing that filed the counterclaim fails to does not pay such the professional fees, the arbitration proceeding process shall continue its course formalities as if the said counterclaim had was never been filedpresented. It is hereby established that should if the party proposing that files the counterclaim be is favoured with the issue of the final arbitration award, it shall also be entitled have the right to the reimbursement payment of the additional fees of the arbitratorsarbitrators fees, pursuant to the provisions established as set forth in paragraph (g) of this Article article and to the provisions contained in the arbitration award. (f) The costs expenses incurred for the production of evidence to produce evidences shall be assumed during the conduction formalities of the proceeding shall be borne process, by the party offering the evidencethat offers it, without prejudice to the payment right to be reimbursed for said costs, of such expenses pursuant to the provisions established in paragraph set forth item (g) of this Article and to the provisions contained in the arbitration award. (g) The arbitration expenses and costs and fees of the arbitration shall be borne assumed by the unsuccessful defeated party, including the fees of the arbitrators, the legal advisors advisors’ fees and any other cost costs or expense derived expenses arising from the conduction formalities of said proceedingthe process. The arbitration award must include its provisions shall give an opinion on this factual requirement. (h) The Arbitration Court shall issue a final and conclusive arbitration court shall have award within a term period of ninety (90) business days, calendar days as from the date of its installation to issue the respective arbitration award, which is final and conclusiveinstallation. The arbitration court Arbitration Court may extend the term to issue the arbitration award by up to grant an extension of thirty (30) additional business dayscalendar days to issue the arbitration award. The parties parties, by mutual consent, may mutually agree to request the arbitration court Arbitration Court to order an grant the extension of the proceeding process as many times as they may deem pertinent and for the terms that term they may deem convenient, in which case. In such cases, the arbitration court may increase the amount of its fees. FurthermoreMoreover, the arbitration court may Arbitration Court shall be entrusted competent to accurately settle determine the dispute. (i) The parties hereby agree that should either if any one of them decides to file a motion to annul an appeal for annulment or challenge an objection against the arbitration awardaward before the Judiciary, it will shall previously be required to grant a joint and several letter of guarantee issued by a first-first rate bank in favour of the other, in the other party for an amount of US$US$ 1,000,000 (One Million US Dollars). The said Letter Said letter of Guarantee guarantee shall be granted prior to filing before any appeal of this kind is filed and shall remain be in force for a minimum of at least one (1) year and year. The guaranteed party shall renew the secured party must renew it letter of guarantee in the event that the process for annulment has proceedings have not ended within the original term of the Letter letter of Guaranteeguarantee. The Letter of Guarantee aforementioned letter shall be kept by in the custody of a notary public of Lima in and for Lima, selected by the party granting itgrantee. The notary public shall be instructed receive instructions not to deliver hand over the Letter letter of Guarantee guarantee to the other party, unless a firm in the case of final and admitted court ruling has been issued favourable termination against the party that filed the appeal for reversal of against the arbitration award. The letter of guarantee shall be returned to the party that filed the appeal for annulment the objection or challengeappeal for annulment, only if it ends with a firm and admitted court ruling final decision in favour of said such party. Otherwise, the letter of guarantee shall be executed in favour of the party that filed no did not file the appeal and shall be considered a penalty by the parties. The parties as a penalty, and the said penalty referred to herein shall not curtail limit the amount of the damages, costs expenses or professional fees due to that it may owe in favour of the party who that did not file the appeal. (j) The arbitration proceeding shall be conducted in the city of Lima, Peru, Peru and the language to that shall be used in the arbitration proceeding shall be Spanish. Furthermore, the parties agree that should the participation of any intervention be required by a legal order issued by the regular judges and courts be mandatoryin the arbitration proceeding, the parties expressly submit to the jurisdiction of the judges and courts of the judicial district of Lima CercadoEl Cercado de Lima, waiving the jurisdiction of their respective domiciles, if necessary. You are hereby requested, in your capacity as Notary Public, to include the introductory clauses provided for by law, forwarding a notice of law and forward the pertinent copies to the Public Records Office in and for registration thereofLima, for registration. Executed in Lima Lima, on March 16October 13, 2006. MPC – On behalf of the Purchaser (signed) Xxxxxxx Xxxxxx Xxxxxx (signed) H. Xxxx Xxxxx – On behalf of the Duvaz Representatives: Representatives: Charles Graham Preble and Jaime Rodríguez (signed) Xxxxx Xxxxxxxxx Mariátegui Proaño and Thomas J. FINDLEY Gonzalo RODRÍGUEZ MARIÁTEGUI CANNYXxxxxx, (signed) Xxxxxxx Xxxxxxxxx Mariátegui Canny (signed) Xxxx Xxxxxxxxx Mariátegui Canny – On behalf of Xxxx Xxxxxxxxx Mariátegui Xxxxxx, (signed) Xxxx Xxxxxxxxx Mariátegui Canny – On behalf of Xxxxx Xxxxxx XXXXX XXXXXX (signed) Xxxx Xxxxxxxxx Mariátegui Canny – (signed) Xxxxxx Xxxxx Xxxxx Xxxxxxx (signed) Xxxxx Xxxxxxxxx Mariátegui Xxxxx – (signed) Xxxxxxx Xxxxxxxx Xxxxxxx Dedekind – (signed) Xxxxx Xxxxxxxxx Mariátegui Xxxxxx – (illegible signature) Lima Bar Association Register 12009

Applicable Jurisdiction. The parties hereby convene that they shall directly settle shall, through direct negotiation and in good faith faith, settle any dispute or controversy arising between them in relation to the interpretation, execution, validity or efficacy of this Agreement. Should the parties in dispute fail to reach an agreement within a term of fifteen (15) calendar days, the dispute shall be settled by a de jure arbitrationDe Jure Arbitration, at the request of either party, subject to the following rules: (a) The arbitration shall be conducted by an arbitration court consisting of three (3) members. (b) The arbitration shall be conducted in accordance with the Procedural Regulations of the National and International Settlement and Arbitration Center of the Lima Chamber of Commerce (hereinafter the “Center”) ), and in the event of its incapacityabsence thereof, by pursuant to the rules established by the arbitrators. (c) Each party shall appoint an arbitrator and the third arbitrator shall be appointed by the arbitrators thus designated. The third arbitrator shall preside over the arbitration court. Failure by either of the parties to appoint their respective arbitrators within a term of ten (10) calendar days, days as of from the date on which they are notified by the other party, indicating party of their intention to adopt this Article and article, designating their respective arbitrator, the arbitrator shall be appointed by the Center. Furthermore, failure by the two (2) appointed arbitrators to designate the third arbitrator within a term of ten (10) calendar days, days as from the date of appointment of the latter arbitrator, the third arbitrator shall be appointed by the Center. (d) In the event of the need to designate that a replacement arbitrator, arbitrator needs to be designated for any reason whatsoever, he shall be designated following the same procedure fixed established for the designation of the arbitrator being replaced. (e) Initially, the fees of the arbitrators must be paid by the parties in equal proportions. After the issue of the arbitration award, the unsuccessful party must reimburse said fees to the other, pursuant to the provisions set forth in paragraph (g) of this Article and to the provisions contained in the arbitration award. Without prejudice to the provisions established in the foregoing preceding paragraph, the parties convene that that, should any counterclaim be filed during the conduction of the arbitration proceeding, proceeding to increase the fees initially fixed by the arbitrators, the party proposing such counterclaim must exclusively pay the said additional fees. If the party proposing the counterclaim fails to pay such fees, the arbitration proceeding shall continue its course as if said counterclaim had never been filed. It is hereby established that that, should the party proposing the counterclaim be favoured with the issue of the final award, it shall also be entitled to the reimbursement of the additional fees of the arbitrators, pursuant to the provisions established in paragraph (g) of this Article and to the provisions contained in the arbitration award. (f) The costs incurred for the production of evidence during the conduction of the proceeding shall be borne born by the party offering the evidence, without prejudice to the right to be reimbursed for said costs, pursuant to the provisions established in paragraph (g) of this Article and to the provisions contained in the arbitration award. (g) The costs and fees of the arbitration shall be borne by the unsuccessful party, including the fees of the arbitrators, the legal advisors and any other cost or expense derived from the conduction of said proceeding. The arbitration award must include its provisions on this requirement. (h) The arbitration court shall have a term of ninety (90) business days, as from the date of its installation to issue the respective arbitration award, which is shall be final and conclusive. The arbitration court may extend the term to issue the arbitration award by for up to thirty (30) additional business days. The parties may mutually agree to request the arbitration court to order an extension of the proceeding as many times as they may deem pertinent and for the terms that they may deem convenient, in which case, the arbitration court may increase the amount of its fees. Furthermore, the arbitration court may be entrusted to accurately settle the dispute. (i) The parties agree that that, should either of them file a motion to annul or challenge the arbitration award, it will be required to grant a joint and several letter of guarantee issued by a first-rate prime bank in favour of the other, in the amount of US$1,000,000 100,000 (One Million Hundred Thousand US Dollars). The said referred Letter of Guarantee shall be granted prior to filing any appeal of this kind and shall remain in force for a minimum of one (1) year and the secured party must renew it in the event that the process for annulment has not ended within the original term of the Letter of Guarantee. The Letter of Guarantee shall be kept by a notary public of in and for Lima selected by the party granting it. The notary public shall be instructed not to deliver the Letter of Guarantee to the other party, unless a firm and admitted final court ruling has been issued against the party that filed the appeal for reversal of to challenge the arbitration award. The letter of guarantee shall be returned to the party that filed the appeal for annulment or challenge, only if it ends with a firm and admitted final court ruling in favour of said party. Otherwise, the letter of guarantee shall be executed in favour of the party that filed no appeal and shall be considered a penalty by the parties. The penalty referred to herein shall not curtail the amount of the damages, costs or fees due to the party who did not file the appeal. (j) The arbitration shall be conducted in the city of Lima, Peru, and the language to be used in the arbitration proceeding shall be Spanishthe Spanish language. Furthermore, the parties agree that that, should the participation intervention of the regular judges and courts be mandatory, the parties expressly submit to the jurisdiction of the judges and courts of the judicial district of Lima Cercado, waiving the jurisdiction of their domiciles. SEVEN: Participation MPC, identified by Tax ID Number (RUC) 20506675457, with principal place of business at Av. San Borja Norte 1302, San Borja, acting by and through Charles Graham PREBLE, identified by Alien ID Card (CE) 000084967, and Luis Alfredo DE OLAZÁVAL OVIEDO, identified by National Identity Card (DNI) 00000000, as per powers of attorney recorded on Entry 00000000 of the Registry of Companies in and for Lima and EI Callao, participates in this Agreement to assume the obligation stipulated in Article Three hereof. You are hereby requested, in your capacity as Notary PublicMr. Notary, to include add the clauses provided for by law, forwarding a serving notice to the Public Records Office for registration thereof. Executed Signed in Lima Lima, on March 16[·], 2006. MPC Duvaz Representatives2006 Representative: Charles Graham Preble Representatives: Charles Graham Preble and Luis Alfredo de Olazábal Oviedo Representatives: Jaime Rodriguez Mariátegui Proaňo Gonzalo Rodríguez Mariátegui Proaño and Thomas J. FINDLEY Gonzalo RODRÍGUEZ MARIÁTEGUI CANNYCanny