Common use of Contingent Consideration Clause in Contracts

Contingent Consideration. For a period of five (5) years following the Option Exercise Closing Date (“Contingent Payment Period”), should the daily price of gold (as determined by the London PM Fix) average Xxx Xxxxxxxx Xxx Xxxxxxx Xxxxxx Xxxxxx Dollars (U.S.$1,600) per ounce or greater for a period of ninety (90) consecutive Trading Days (the “Trigger Event”), Buyer shall be required to pay or cause to be paid to Gunpoint Parent (or as Gunpoint Parent may direct) an additional payment of Ten Million United States Dollars (U.S.$10,000,000) (the “Contingent Payment”). Five Million United States Dollars (U.S.$5,000,000) of the Contingent Payment shall be due and payable to Gunpoint Parent (or as Gunpoint Parent may direct) no later than six months following the Trigger Event, payable in cash or, at Timberline’s discretion, up to one-half (Two Million Five Hundred Thousand United States Dollars (U.S.$2,500,000)) in shares of common stock of Timberline Parent. The remaining Five Million United States Dollars (U.S.$5,000,000) of the Contingent Payment shall be due and payable to Gunpoint Parent (or as Gunpoint Parent may direct) no later than twelve months following the Trigger Event, payable in cash or, at Timberline’s discretion, up to one-half (Two Million Five Hundred Thousand United States Dollars (U.S.$2,500,000)) in shares of common stock of Timberline Parent. The issuance of shares of common stock of Timberline Parent will be subject to any applicable requirements of the TSX Venture Exchange. As used herein, “Trading Day” shall include any day during which the London Bullion Market Association is open for business and provides a London PM Fix for gold. In relation to any issuance of shares of common stock of Timberline Parent pursuant to any Contingent Payment, Gunpoint Parent and/or the entity to which such shares of common stock are being issued will deliver prior to the issuance of such shares of common stock a certificate regarding certain representations, warranties and covenants for purposes of issuing such shares of common stock pursuant to applicable securities laws at the time of such issuance. For any shares of common stock of Timberline Parent issued as part of the Contingent Payment, the deemed value of such shares shall be greater of (a) the Closing Price for such shares of common stock on the Option Exercise Closing and (b) the “Discounted Market Price” (as defined by the TSX Venture Exchange) per such share of common stock on the date prior to the dissemination of Timberline Parent’s news release announcing this First Amendment Agreement. As used herein, “Closing Price” shall mean the closing price of the Timberline Parent’s shares of common stock as quoted on the OTCQB or if the shares of common stock are no longer quoted on the OTCQB, the closing price of the shares of common stock on the market in which the shares of common stock have the highest aggregate volume of trading in the ninety (90) days prior to the relevant date of determination, or if the shares of common stock are not traded on any market, the closing price of the shares of common stock on any inter-dealer quotation system or other over-the-counter market for Timberline Parent’s shares of common stock, or if no such quotations exist, the price of the shares of the common stock as determined by Timberline Parent’s board of directors in good faith.”

Contingent Consideration. For a period of five (5) years following the Option Exercise Closing Date (“Contingent Payment Period”), should the daily price of gold (as determined by the London PM Fix) average be fixed at or above Xxx Xxxxxxxx Xxx Xxxxxxx Xxxxxx Xxxxxx Dollars (U.S.$1,600) on any single day during the Contingent Payment Period (the “Initial Threshold Event”) and at any time after the Initial Threshold Event during the Contingent Payment Period the daily price of gold (as determined by the London PM Fix) averages Xxx Xxxxxxxx Xxx Xxxxxxx Xxxxxx Xxxxxx Dollars (U.S.$1,600) per ounce or greater for a period of ninety (90) consecutive Trading Days (the “Trigger Event”), Buyer shall be required to pay or cause to be paid to Gunpoint Parent (or as Gunpoint Parent may direct) an additional payment of Ten Million United States Dollars (U.S.$10,000,000) (the “Contingent Payment”)) within ninety (90) days of the date that the Trigger Event is deemed to have occurred. The Contingent Payment shall consist of Five Million United States Dollars (U.S.$5,000,000) of in cash, and the Contingent Payment remainder shall be due and payable to Gunpoint Parent (or as Gunpoint Parent may direct) no later than six months following the Trigger Event, payable paid either in cash or, at Timberline’s discretion, up to one-half (Two Million Five Hundred Thousand in United States Dollars (U.S.$2,500,000)) dollars or in shares of common stock of Timberline Parent or a combination thereof, such allocation to be determined at Timberline Parent. The remaining Five Million United States Dollars (U.S.$5,000,000) ’s sole discretion at the time of the Contingent Payment shall be due and payable to Gunpoint Parent (or as Gunpoint Parent may direct) no later than twelve months following Payment; provided that the Trigger Event, payable in cash or, at Timberline’s discretion, up to one-half (Two Million Five Hundred Thousand United States Dollars (U.S.$2,500,000)) in shares of common stock of Timberline Parent. The issuance of shares of common stock of Timberline Parent will be subject to any applicable requirements of the TSX Venture Exchange. As used hereinExchange and the NYSE MKT, “Trading Day” shall include any day during which including, if required, approval of the London Bullion Market Association is open for business and provides a London PM Fix for gold. In relation to any issuance of shares of common stock shareholders of Timberline Parent pursuant to any Contingent Payment, Gunpoint Parent and/or the entity to which such shares of common stock are being issued will deliver prior to the issuance of such shares of common stock a certificate regarding certain representations, warranties and covenants for purposes of issuing such shares of common stock pursuant to applicable securities laws at the time of such issuanceParent. For any shares of common stock of Timberline Parent issued as part of the Contingent Payment, the deemed value of such shares shall be greater of (a) the Closing Price for such shares of common stock on the Option Exercise Closing Date, and (b) the “Discounted Market Price” (as defined by the TSX Venture Exchange) per such share of common stock on the date prior to the dissemination of Timberline Parent’s news release announcing this First Amendment Agreement. As used herein, “Trading Day” shall include any day during which the London Bullion Market Association is open for business and provides a London PM Fix for gold. As used herein, “Closing Price” shall mean the closing price of the Timberline Parent’s shares of common stock as quoted on the OTCQB NYSE MKT, or if the shares of common stock are no longer quoted traded on the OTCQBNYSE MKT, the closing price of the shares of common stock on the market in which the shares of common stock have the highest aggregate volume of trading in the ninety (90) days prior to the relevant date of determinationOption Exercise Closing Date, or if the shares of common stock are not traded on any market, the closing price of the shares of common stock on any inter-dealer quotation system or other over-the-counter market for Timberline Parent’s shares of common stock, or if no such quotations exist, the price of the shares of the common stock as determined by the Timberline Parent’s board of directors in good faith.”

Contingent Consideration. For a period of five (5) years following the Option Exercise Closing Date (“Contingent Payment Period”), should the daily price of gold (as determined by the London PM Fix) average be fixed at or above Xxx Xxxxxxxx Xxx Xxxxxxx Xxxxxx Xxxxxx Dollars (U.S.$1,600) on any single day during the Contingent Payment Period (the “Initial Threshold Event”) and at any time after the Initial Threshold Event during the Contingent Payment Period the daily price of gold (as determined by the London PM Fix) averages Xxx Xxxxxxxx Xxx Xxxxxxx Xxxxxx Xxxxxx Dollars (U.S.$1,600) per ounce or greater for a period of ninety (90) consecutive Trading Days (the “Trigger Event”), Buyer shall be required to pay or cause to be paid to Gunpoint Parent (or as Gunpoint Parent may direct) an additional payment of Ten Million United States Dollars (U.S.$10,000,000) (the “Contingent Payment”)) within ninety (90) days of the date that the Trigger Event is deemed to have occurred. The Contingent Payment shall consist of Five Million United States Dollars (U.S.$5,000,000) of in cash, and the Contingent Payment remainder shall be due and payable to Gunpoint Parent (or as Gunpoint Parent may direct) no later than six months following the Trigger Event, payable paid either in cash or, at Timberline’s discretion, up to one-half (Two Million Five Hundred Thousand in United States Dollars (U.S.$2,500,000)) dollars or in shares of common stock of Timberline Parent or a combination thereof, such allocation to be determined at Timberline Parent. The remaining Five Million United States Dollars (U.S.$5,000,000) ’s sole discretion at the time of the Contingent Payment shall be due and payable to Gunpoint Parent (or as Gunpoint Parent may direct) no later than twelve months following Payment; provided that the Trigger Event, payable in cash or, at Timberline’s discretion, up to one-half (Two Million Five Hundred Thousand United States Dollars (U.S.$2,500,000)) in shares of common stock of Timberline Parent. The issuance of shares of common stock of Timberline Parent will be subject to any applicable requirements of the TSX Venture Exchange. As used hereinExchange and the NYSE MKT, “Trading Day” shall include any day during which including, if required, approval of the London Bullion Market Association is open for business and provides a London PM Fix for gold. In relation to any issuance of shares of common stock shareholders of Timberline Parent pursuant to any Contingent Payment, Gunpoint Parent and/or the entity to which such shares of common stock are being issued will deliver prior to the issuance of such shares of common stock a certificate regarding certain representations, warranties and covenants for purposes of issuing such shares of common stock pursuant to applicable securities laws at the time of such issuanceParent. For any shares of common stock of Timberline Parent issued as part of the Contingent Payment, the deemed value of such shares shall be greater of (a) the Closing Price for such shares of common stock on the Option Exercise Closing Date, and (b) the “Discounted Market Price” (as defined by the TSX Venture Exchange) per such share of common stock on the date prior to the dissemination of Timberline Parent’s news release announcing this First Amendment Agreement. As used herein, “Trading Day” shall include any day during which the London Bullion Market Association is open for business and provides a London PM Fix for gold. As used herein, “Closing Price” shall mean the closing price of the Timberline Parent’s shares of common stock as quoted on the OTCQB NYSE MKT, or if the shares of common stock are no longer quoted traded on the OTCQBNYSE MKT, the closing price of the shares of common stock on the market in which the shares of common stock have the highest aggregate volume of trading in the ninety (90) days prior to the relevant date of determinationOption Exercise Closing Date, or if the shares of common stock are not traded on any market, the closing price of the shares of common stock on any inter-dealer quotation system or other Page 4 over-the-counter market for Timberline Parent’s shares of common stock, or if no such quotations exist, the price of the shares of the common stock as determined by the Timberline Parent’s board of directors in good faith. 2.6.”