Common use of Delivery Obligations Clause in Contracts

Delivery Obligations. (a) The Seller shall Deliver to the Purchaser, not later than the 5th Business Day following the Determination Date for each Lot (the “Delivery Deadline”), Finished Cobalt in an amount equal to the Payable Cobalt in respect of the Parcel from which such Lot was produced (the “Delivery Amount”); provided that where such Lot is comprised of Off-Spec Material, the Seller shall provide the Purchaser with prompt (and in any event prior to the initial Delivery Deadline) written notice (an “Off-Spec Material Notice”) of the existence of such Off-Spec Material and the Delivery Deadline for such Delivery Amount shall be as follows: (i) to the extent that the Seller is able to Deliver some or all of the Delivery Amount using Finished Cobalt held on the date of the Off- Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline in respect of such portion of the Delivery Amount shall be not later than the 5th Business Day following the Determination Date for the relevant Lot; (ii) thereafter, to the extent that the Seller is able to Deliver some or all of any remaining portion of the Delivery Amount using Finished Cobalt held on the date of the Off-Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline in respect of such portion of the Delivery Amount shall be not later than the 10th Business Day following the Determination Date for the relevant Lot; and (iii) thereafter, in respect of the balance of the Delivery Amount (the “Delivery Balance”), if any, the Delivery Deadline shall be not later than the 15th Business Day following the Determination Date for the relevant Lot, subject to Section 2.2(c). Notwithstanding the foregoing, to the extent that the Seller grants or has granted a permitted Stream Equivalent Transaction required to be settled in physical cobalt to any Person other than the Purchaser, the Seller shall use its available Finished Cobalt inventory (and any other Finished Cobalt that it is able to acquire) to satisfy its delivery obligations to the Purchaser and to such other Person(s) proportionately to their respective cobalt stream percentages or similar interests in cobalt. (b) The Seller shall ensure that the Vale Affiliates maintain, at all times, an inventory of at least [REDACTED: Commercially Sensitive] tonnes of Finished Cobalt ([REDACTED: Commercially Sensitive]) in one or more Warehouses located in [REDACTED: Commercially Sensitive], provided that where the Vale Affiliates have drawn on such inventory of Finished Cobalt to meet the Seller’s Delivery obligations to the Purchaser in accordance with Section 2.2(a)(i) and any other permitted Stream Equivalent Transactions granted by the Seller that are required to be settled in physical cobalt, the Vale Affiliates shall have up to 45 days after the date of the relevant Delivery to restore such inventory of Finished Cobalt to at least [REDACTED: Commercially Sensitive] tonnes. Notwithstanding the foregoing, the Vale Affiliates shall not be required to maintain any inventory of Finished Cobalt for so long as any increase to the Stream Percentage in accordance with Section 5.3 is in effect. (c) [REDACTED: Commercially Sensitive]. (d) No later than 15 Business Days following the end of each calendar quarter, the Seller shall conduct an updated Metal Balance Determination in respect of all Lots in respect of which Deliveries of Finished Cobalt were made (or required to be made) by the Seller to the Purchaser in accordance with Section 2.2(a) within such calendar quarter and shall determine the quantity of Minerals processed at Long Harbour over the period of processing attributed to such Lots (the “Quarterly Parcel”). The Seller shall calculate the Payable Cobalt in respect of such Quarterly Parcel as if it were a Parcel and to the extent that the aggregate Payable Cobalt in respect of the Quarterly Parcel is greater or less than the Finished Cobalt actually Delivered (or required to be Delivered) by the Seller to the Purchaser during such calendar quarter in respect of such Lots, the Seller shall (subject to Section 2.2(e)) reduce or increase, as the case may be, the amount of the next following Delivery of Finished Cobalt (the “Subject Delivery”) to account for such difference (a “Delivery Adjustment”); provided that: (i) where the amount of such Subject Delivery is required to be increased by an amount of Finished Cobalt (the “Top-Up Amount”) pursuant to a Delivery Adjustment, the Top-Up Amount shall be calculated in accordance with the following formula: Top-Up Amount = A x (B/C) where: “A” is the number of pounds of Finished Cobalt by which (a) the number of pounds of Payable Cobalt calculated in respect of the Quarterly Parcel exceeds (b) the Finished Cobalt actually Delivered (or required to be Delivered) to the Purchaser during the relevant calendar quarter;

Delivery Obligations. (a) The Seller During the Fixed Delivery Period, within five Business Days after the end of each calendar month, the Supplier shall Deliver sell and deliver to the PurchaserPurchaser 1,875 ounces of Refined Gold (each, not later than a “Fixed Delivery”) provided that if the 5th Closing Date occurs after February 7, 2014, the Supplier shall deliver all Fixed Deliveries in respect of calendar months prior to the Closing Date within five Business Day following Days after the Determination Date Closing Date. (b) Following the Fixed Delivery Period, within five Business Days after the date of each Gold Payment, the Supplier shall sell and deliver to the Purchaser the Payable Gold to which such Gold Payment relates. In the event a Gold Payment consists of provisional payments that may be adjusted upon final settlement of a Delivery, then: (i) within five Business Days after the date of any provisional Gold Payment, the Supplier shall sell and deliver to the Purchaser the Payable Gold in respect of which the Supplier received a provisional Gold Payment, multiplied by the provisional payment percentage for each Lot all gold in such Delivery, as supported by the documentation provided pursuant to Section 2.3 and in the applicable Monthly Report; and (ii) within five Business Days after the “date of final settlement of the Delivery Deadline”)with the Processor, Finished Cobalt the Supplier shall sell and deliver to the Purchaser Refined Gold in an amount equal to the amount, if any, by which the Payable Cobalt in respect Gold determined pursuant to the final settlement exceeds the amount of the Parcel from which such Lot Payable Gold was produced (the “Delivery Amount”); provided that where such Lot is comprised of Off-Spec Material, the Seller shall provide previously delivered to the Purchaser with prompt (and in any event prior to the initial Delivery Deadline) written notice (an “Off-Spec Material Notice”) of the existence of such Off-Spec Material and the Delivery Deadline for such Delivery Amount shall be as follows: (i) to the extent that the Seller is able to Deliver some or all of the Delivery Amount using Finished Cobalt held on the date of the Off- Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline in respect of such portion of Delivery pursuant to Section 2.2(b)(i), as supported by the Delivery Amount documentation provided pursuant to Section 2.3 and the applicable Monthly Report, provided that, if such difference is negative, then the Supplier shall be not later than entitled to set off and deduct such excess amount from the 5th next required deliveries by the Supplier under this Agreement until it has been fully offset against deliveries to the Purchaser of Refined Gold pursuant to the first sentence of this Section 2.2(b), or if no such further deliveries are to be made, the Purchaser shall within five Business Day following Days pay the Determination Date for the relevant Lot; (ii) thereafter, applicable Gold Purchase Price in respect of any excess ounces delivered to the extent that not already paid and any Gold Purchase Price paid by the Seller is able to Deliver some or all of any remaining portion of the Delivery Amount using Finished Cobalt held on the date of the Off-Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline Purchaser in respect of such portion of the Delivery Amount excess ounces shall be not later than the 10th Business Day following the Determination Date for the relevant Lot; and (iii) thereafter, in respect of the balance of the Delivery Amount (the “Delivery Balance”), if any, the Delivery Deadline shall be not later than the 15th Business Day following the Determination Date for the relevant Lot, subject to Section 2.2(c). Notwithstanding the foregoing, an amount owing to the extent that the Seller grants or has granted a permitted Stream Equivalent Transaction required to be settled in physical cobalt to any Person other than Supplier from the Purchaser, the Seller shall use its available Finished Cobalt inventory (and any other Finished Cobalt that it is able to acquire) to satisfy its delivery obligations to the Purchaser and to such other Person(s) proportionately to their respective cobalt stream percentages or similar interests in cobalt. (b) The Seller shall ensure that the Vale Affiliates maintain, at all times, an inventory of at least [REDACTED: Commercially Sensitive] tonnes of Finished Cobalt ([REDACTED: Commercially Sensitive]) in one or more Warehouses located in [REDACTED: Commercially Sensitive], provided that where the Vale Affiliates have drawn on such inventory of Finished Cobalt to meet the Seller’s Delivery obligations to the Purchaser in accordance with Section 2.2(a)(i) and any other permitted Stream Equivalent Transactions granted by the Seller that are required to be settled in physical cobalt, the Vale Affiliates shall have up to 45 days after the date of the relevant Delivery to restore such inventory of Finished Cobalt to at least [REDACTED: Commercially Sensitive] tonnes. Notwithstanding the foregoing, the Vale Affiliates shall not be required to maintain any inventory of Finished Cobalt for so long as any increase to the Stream Percentage in accordance with Section 5.3 is in effect. (c) [REDACTED: Commercially Sensitive]The Supplier shall sell and deliver to the Purchaser all Payable Gold to be sold and delivered under this Agreement by way of credit or physical allocation to the metal account or accounts designated by the Purchaser from time to time, or such other location specified by the Purchaser from time to time on two Business Days’ prior written notice and consented to by the Supplier, such consent not to be unreasonably withheld. Delivery of the Payable Gold to the Purchaser shall be deemed to have been made at the time on the date the Payable Gold is credited or physically allocated to the designated metal account of the Purchaser (the “Time of Delivery” on the “Date of Delivery”). Title to, and risk of loss of, the Payable Gold shall pass from the Supplier to the Purchaser at the Time of Delivery. All costs and expenses pertaining to each delivery of the Payable Gold to the Purchaser shall be borne by the Supplier so long as Purchaser’s accounts are in customary locations in the United Kingdom, Switzerland or North America. (d) No later than 15 Business Days following the end of each calendar quarter, the Seller shall conduct an updated Metal Balance Determination in respect of all Lots in respect of which Deliveries of Finished Cobalt were made (or required to be made) by the Seller The Supplier hereby represents and warrants to the Purchaser in accordance with Section 2.2(athat, at each Time of Delivery (i) within such calendar quarter the Supplier will be the legal and shall determine beneficial owner of the quantity Payable Gold credited or physically allocated to the designated metal account of Minerals processed at Long Harbour over the period of processing attributed Purchaser, (ii) the Supplier will have good, valid and marketable title to such Lots Payable Gold, and (the “Quarterly Parcel”). iii) such Payable Gold will be free and clear of all Encumbrances. (e) The Seller Supplier shall calculate the Payable Cobalt in respect of such Quarterly Parcel as if it were a Parcel and to the extent that the aggregate Payable Cobalt in respect of the Quarterly Parcel is greater not sell or less than the Finished Cobalt actually Delivered (or required to be Delivered) by the Seller deliver to the Purchaser (for purposes of this Agreement and at any time during such calendar quarter in respect the term of such Lotsthis Agreement) any Refined Gold that has been directly or indirectly purchased on a commodity exchange or from another similar source. For greater certainty, the Seller shall (subject to Section 2.2(e)) reduce or increase, as the case may be, the amount of the next following Delivery of Finished Cobalt (the “Subject Delivery”) to account for such difference (a “Delivery Adjustment”); provided that: (i) where the amount of such Subject Delivery is required to be increased by an amount of Finished Cobalt (the “Top-Up Amount”) pursuant to a Delivery Adjustment, the Top-Up Amount Supplier shall be calculated in accordance with permitted to acquire Refined Gold from a refiner for delivery to the following formula: Top-Up Amount = A x (B/C) where: “A” is Purchaser. The Parties acknowledge that the number of pounds of Finished Cobalt by which (a) the number of pounds of Payable Cobalt calculated in respect of the Quarterly Parcel exceeds (b) the Finished Cobalt actually Delivered (Supplier shall not be obliged to sell or required to be Delivered) deliver to the Purchaser during the relevant calendar quarter;Refined Gold physically resulting from Produced Gold.

Delivery Obligations. (a) The Seller shall Deliver to the Purchaser, not later than the 5th Business Day following the Determination Date for each Lot (the “Delivery Deadline”), Finished Cobalt in an amount equal to the Payable Cobalt in respect of the Parcel from which such Lot was produced (the “Delivery Amount”); provided that where such Lot is comprised of Off-Spec Material, the Seller shall provide the Purchaser with prompt (and in any event prior to the initial Delivery Deadline) written notice (an “Off-Spec Material Notice”) of the existence of such Off-Spec Material and the Delivery Deadline for such Delivery Amount shall be as follows: (i) to the extent that the Seller is able to Deliver some or all of the Delivery Amount using Finished Cobalt held on the date of the Off- Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline in respect of such portion of the Delivery Amount shall be not later than the 5th Business Day following the Determination Date for the relevant Lot; (ii) thereafter, to the extent that the Seller is able to Deliver some or all of any remaining portion of the Delivery Amount using Finished Cobalt held on the date of the Off-Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline in respect of such portion of the Delivery Amount shall be not later than the 10th Business Day following the Determination Date for end of each month during which any Seller Group Member (or any other Person on behalf of Seller or on behalf of Xxxx Xxxxxx JV with respect to Seller’s Proportionate Share of Minerals) receives an Offtaker Payment, Refined Cobalt and Refined Nickel in an amount equal to the relevant Lot; and (iii) thereafterPurchased Cobalt and the Purchased Nickel, in respect of the balance of the Delivery Amount (the “Delivery Balance”), if any, the Delivery Deadline shall be not later than the 15th Business Day following the Determination Date for the relevant Lot, subject to Section 2.2(c). Notwithstanding the foregoingeach case, to the extent that the Seller grants or has granted a permitted Stream Equivalent Transaction required to be settled in physical cobalt to any Person other than the Purchaser, the Seller shall use its available Finished Cobalt inventory (and any other Finished Cobalt that it is able to acquire) to satisfy its delivery obligations to the Purchaser and to which such other Person(s) proportionately to their respective cobalt stream percentages or similar interests in cobaltOfftaker Payment relates. (b) The In the event an Offtaker Payment consists of a provisional payment that may be adjusted upon final settlement of a Parcel, then: (i) Seller shall ensure that Deliver to Purchaser, not later than the Vale Affiliates maintain, at all times, an inventory 10th Business Day following the end of at least [REDACTED: Commercially Sensitive] tonnes each month during which any Seller Group Member (or any other Person on behalf of Finished Cobalt ([REDACTED: Commercially Sensitive]) in one Seller or more Warehouses located in [REDACTED: Commercially Sensitive], provided that where the Vale Affiliates have drawn on such inventory behalf of Finished Cobalt Xxxx Xxxxxx JV with respect to meet the Seller’s Delivery obligations Proportionate Share of Minerals) receives such provisional Offtaker Payment, Refined Cobalt and Refined Nickel in an amount equal to Purchased Cobalt and Purchased Nickel, as applicable, contained in such Parcel determined on a provisional basis (by reference to the Purchaser percentage paid on a provisional basis in accordance with Section 2.2(a)(i) and any other permitted Stream Equivalent Transactions granted the applicable Offtake Agreement), as supported by the Seller that are required documentation provided pursuant to be settled Section 2.3 and in physical cobaltthe applicable Monthly Report; and (ii) if following any Delivery under Section 2.2(b)(i) there is a final settlement payment owing with respect to the Parcel or, if no final settlement payment is owing by the Vale Affiliates shall have up to 45 days after the date Offtaker, there is a final settlement of the relevant Parcel with the Offtaker, Seller shall sell and deliver to Purchaser together with the next required Delivery pursuant to restore such inventory Section 2.2(a) an additional amount of Finished Refined Cobalt to at least [REDACTED: Commercially Sensitive] tonnes. Notwithstanding the foregoingor Refined Nickel in an amount, the Vale Affiliates shall not be required to maintain any inventory of Finished Cobalt for so long as any increase if positive, equal to the Stream Percentage Purchased Cobalt or Purchased Nickel, as applicable, determined pursuant to the final settlement, less the number of pounds of Refined Cobalt or Refined Nickel previously delivered to Purchaser in accordance with respect of such Parcel pursuant to Section 5.3 2.2(b)(i), as supported by the documentation provided pursuant to Section 2.3 and the applicable Monthly Report. If such difference is negative then (A) Seller shall be entitled to set off and deduct such excess amount of Refined Cobalt or Refined Nickel from the next required Deliveries of Refined Cobalt or Refined Nickel by Seller to Purchaser under this Agreement; and (B) any Fixed Price paid by Purchaser in effectrespect of such excess amount of Refined Metal shall be an amount owing by Seller to Purchaser, which amount shall be set off and deducted from the payment for the next required deliveries of Refined Metal by Seller to Purchaser under this Agreement. (c) [REDACTED: Commercially Sensitive]. (d) No later than 15 Business Days following the end of each calendar quarter, the Seller shall conduct an updated Metal Balance Determination in respect of all Lots in respect of which Deliveries of Finished Cobalt were made [REDACTED: Commercially Sensitive] (or required to be madee) by the Seller to the Purchaser in accordance with Section 2.2(a[REDACTED: Commercially Sensitive] (f) within such calendar quarter and shall determine the quantity of Minerals processed at Long Harbour over the period of processing attributed to such Lots [REDACTED: Commercially Sensitive] (the “Quarterly Parcel”). The Seller shall calculate the Payable Cobalt in respect of such Quarterly Parcel as if it were a Parcel and to the extent that the aggregate Payable Cobalt in respect of the Quarterly Parcel is greater or less than the Finished Cobalt actually Delivered g) [REDACTED: Commercially Sensitive] (or required to be Deliveredh) by the Seller to the Purchaser during such calendar quarter in respect of such Lots, the Seller shall (subject to Section 2.2(e)) reduce or increase, as the case may be, the amount of the next following Delivery of Finished Cobalt (the “Subject Delivery”) to account for such difference (a “Delivery Adjustment”); provided that:[REDACTED: Commercially Sensitive] (i) where the amount of such Subject Delivery is required to be increased by an amount of Finished Cobalt (the “Top-Up Amount”) pursuant to a Delivery Adjustment, the Top-Up Amount shall be calculated in accordance with the following formula[REDACTED: Top-Up Amount = A x (B/C) where: “A” is the number of pounds of Finished Cobalt by which (a) the number of pounds of Payable Cobalt calculated in respect of the Quarterly Parcel exceeds (b) the Finished Cobalt actually Delivered (or required to be Delivered) to the Purchaser during the relevant calendar quarter;Commercially Sensitive]

Delivery Obligations. (a) The Seller shall Deliver to the Purchaser, not later than the 5th Within five (5) Business Day following the Determination Date for each Lot (the “Delivery Deadline”), Finished Cobalt in an amount equal to the Payable Cobalt in respect Days of the Parcel from which such Lot was produced (the “Delivery Amount”); provided that where such Lot is comprised end of Off-Spec Materialeach calendar month, the Seller shall provide sell and deliver to the Purchaser with prompt the Payable Copper for such calendar month. (and b) If, in any event prior to the initial Delivery Deadline) written notice (calendar month, an “Off-Spec Material Notice”) Offtaker Payment consists of the existence a provisional payment that may be adjusted upon final settlement of such Off-Spec Material and the Delivery Deadline for such Delivery Amount shall be as followsan Offtaker Delivery, then: (i) for the purposes of complying with Section 2.2(a), the amount of Payable Copper shall be calculated based on the quantity of Reference Copper used to calculate and pay the provisional payment; and (ii) within five (5) Business Days of the calendar month end in which the final settlement of the Offtaker Delivery with the Offtaker was determined, the Seller shall sell and deliver to the extent that Purchaser Payable Copper in an amount, if positive, equal to the Payable Copper used to determine the final settlement, less the number of metric tonnes of Payable Copper used to calculate and pay the provisional invoice pursuant to Section 2.2(b)(i), as supported by the documentation provided pursuant to Section 2.3 and the applicable Monthly Reports. If such difference is negative, the Seller is able shall be entitled to Deliver some or all set off and deduct such excess amount of Payable Copper from the Delivery Amount using Finished Cobalt held on next monthly deliveries of Payable Copper by the date of Seller to the Off- Spec Material Notice Purchaser under this Agreement and any Copper Purchase Price paid by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline Purchaser in respect of such portion excess amount of the Delivery Amount Payable Copper shall be not later than an amount owing by the 5th Business Day following Seller to the Determination Date Purchaser, which amount shall be set off and deducted from the payment for the relevant Lot; (ii) thereafter, next required deliveries of Payable Copper by the Seller to the extent that the Seller is able to Deliver some or all of any remaining portion of the Delivery Amount using Finished Cobalt held on the date of the Off-Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline in respect of such portion of the Delivery Amount shall be not later than the 10th Business Day following the Determination Date for the relevant Lot; and (iii) thereafter, in respect of the balance of the Delivery Amount (the “Delivery Balance”), if any, the Delivery Deadline shall be not later than the 15th Business Day following the Determination Date for the relevant Lot, subject to Section 2.2(c)Purchaser under this Agreement. Notwithstanding the foregoing, if such difference is negative and no further deliveries are to be made under this Agreement, the Purchaser shall deliver to the Seller any excess metric tonnes of Payable Copper previously delivered to the Purchaser by the Seller and to the extent that the Purchaser previously provided payment to the Seller grants or has granted a permitted Stream Equivalent Transaction required for such excess metric tonnes, the Seller shall refund such payment to be settled in physical cobalt to any Person other than the Purchaser. (c) At the option of the Purchaser, the Seller shall use its available Finished Cobalt inventory (and any other Finished Cobalt that it is able to acquire) to satisfy its delivery obligations deliver to the Purchaser all Payable Copper to be sold and delivered under this Agreement pursuant to LME warrants representing such quantity of Payable Copper or such other Person(sdelivery mechanisms that the Parties may agree to from time to time. The Seller shall make such delivery, or cause such delivery to be made to the Purchaser or its representative within five (5) proportionately Business Days of the end of each applicable calendar month (the “Time of Copper Delivery”). Title to their respective cobalt stream percentages or similar interests in cobalteach delivery of Payable Copper shall pass from the Seller to the Purchaser at the Time of Copper Delivery. All costs and expenses pertaining to each delivery of Payable Copper shall be borne by the Seller. (bd) The Seller shall ensure that represents, warrants and covenants to the Vale Affiliates maintainPurchaser that, at all times, an inventory each Time of at least [REDACTED: Commercially Sensitive] tonnes Copper Delivery: (i) it is the legal and beneficial owner of Finished Cobalt ([REDACTED: Commercially Sensitive]) in one or more Warehouses located in [REDACTED: Commercially Sensitive], provided that where the Vale Affiliates have drawn on such inventory of Finished Cobalt to meet the Seller’s Delivery obligations Payable Copper delivered to the Purchaser in accordance with Section 2.2(a)(i) and any other permitted Stream Equivalent Transactions granted by the Seller that are required to be settled in physical cobalt, the Vale Affiliates shall have up to 45 days after the date of the relevant Delivery to restore such inventory of Finished Cobalt to at least [REDACTED: Commercially Sensitive] tonnes. Notwithstanding the foregoing, the Vale Affiliates shall not be required to maintain any inventory of Finished Cobalt for so long as any increase to the Stream Percentage in accordance with Section 5.3 is in effect.2.2(c); (cii) [REDACTED: Commercially Sensitive].it has good, valid and marketable title to such Payable Copper; and (diii) No later than 15 Business Days following the end of each calendar quarter, the Seller shall conduct an updated Metal Balance Determination in respect such Payable Copper is free and clear of all Lots in respect of which Deliveries of Finished Cobalt were made (or required to be made) by the Seller to the Purchaser in accordance with Section 2.2(a) within such calendar quarter and shall determine the quantity of Minerals processed at Long Harbour over the period of processing attributed to such Lots (the “Quarterly Parcel”). The Seller shall calculate the Payable Cobalt in respect of such Quarterly Parcel as if it were a Parcel and to the extent that the aggregate Payable Cobalt in respect of the Quarterly Parcel is greater or less than the Finished Cobalt actually Delivered (or required to be Delivered) by the Seller to the Purchaser during such calendar quarter in respect of such Lots, the Seller shall (subject to Section 2.2(e)) reduce or increase, as the case may be, the amount of the next following Delivery of Finished Cobalt (the “Subject Delivery”) to account for such difference (a “Delivery Adjustment”); provided that: (i) where the amount of such Subject Delivery is required to be increased by an amount of Finished Cobalt (the “Top-Up Amount”) pursuant to a Delivery Adjustment, the Top-Up Amount shall be calculated in accordance with the following formula: Top-Up Amount = A x (B/C) where: “A” is the number of pounds of Finished Cobalt by which (a) the number of pounds of Payable Cobalt calculated in respect of the Quarterly Parcel exceeds (b) the Finished Cobalt actually Delivered (or required to be Delivered) to the Purchaser during the relevant calendar quarter;Encumbrances.

Delivery Obligations. ‌ (a) The Seller shall Deliver to the Purchaser, not later than the 5th Business Day following the Determination Date for each Lot Within five (the “Delivery Deadline”), Finished Cobalt in an amount equal to the Payable Cobalt in respect of the Parcel from which such Lot was produced (the “Delivery Amount”); provided that where such Lot is comprised of Off-Spec Material, the Seller shall provide the Purchaser with prompt (and in any event prior to the initial Delivery Deadline5) written notice (an “Off-Spec Material Notice”) of the existence of such Off-Spec Material and the Delivery Deadline for such Delivery Amount shall be as follows: (i) to the extent that the Seller is able to Deliver some or all of the Delivery Amount using Finished Cobalt held on the date of the Off- Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline in respect of such portion of the Delivery Amount shall be not later than the 5th Business Day following the Determination Date for the relevant Lot; (ii) thereafter, to the extent that the Seller is able to Deliver some or all of any remaining portion of the Delivery Amount using Finished Cobalt held on the date of the Off-Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline in respect of such portion of the Delivery Amount shall be not later than the 10th Business Day following the Determination Date for the relevant Lot; and (iii) thereafter, in respect of the balance of the Delivery Amount (the “Delivery Balance”), if any, the Delivery Deadline shall be not later than the 15th Business Day following the Determination Date for the relevant Lot, subject to Section 2.2(c). Notwithstanding the foregoing, to the extent that the Seller grants or has granted a permitted Stream Equivalent Transaction required to be settled in physical cobalt to any Person other than the Purchaser, the Seller shall use its available Finished Cobalt inventory (and any other Finished Cobalt that it is able to acquire) to satisfy its delivery obligations to the Purchaser and to such other Person(s) proportionately to their respective cobalt stream percentages or similar interests in cobalt. (b) The Seller shall ensure that the Vale Affiliates maintain, at all times, an inventory of at least [REDACTED: Commercially Sensitive] tonnes of Finished Cobalt ([REDACTED: Commercially Sensitive]) in one or more Warehouses located in [REDACTED: Commercially Sensitive], provided that where the Vale Affiliates have drawn on such inventory of Finished Cobalt to meet the Seller’s Delivery obligations to the Purchaser in accordance with Section 2.2(a)(i) and any other permitted Stream Equivalent Transactions granted by the Seller that are required to be settled in physical cobalt, the Vale Affiliates shall have up to 45 days after the date of the relevant Delivery to restore such inventory of Finished Cobalt to at least [REDACTED: Commercially Sensitive] tonnes. Notwithstanding the foregoing, the Vale Affiliates shall not be required to maintain any inventory of Finished Cobalt for so long as any increase to the Stream Percentage in accordance with Section 5.3 is in effect. (c) [REDACTED: Commercially Sensitive]. (d) No later than 15 Business Days following the end of each calendar quartermonth in which an Offtaker Payment is made, the Seller shall conduct sell and deliver to Purchaser an updated Metal Balance Determination amount of Refined Gold equal to the Payable Gold in respect of all Lots the Offtaker Delivery to which such Offtaker Payment relates; provided that if in any calendar month, an Offtaker Payment consists of a provisional payment that may be adjusted upon final settlement for an Offtaker Delivery, then:‌‌‌ (i) within five (5) Business Days following the end of the calendar month in which a Seller Group Entity receives such provisional Offtaker Payment, Seller shall sell and deliver to Purchaser an amount of Refined Gold equal to the Payable Gold in respect of such Offtaker Delivery for which Deliveries of Finished Cobalt were such provisional Offtaker Payment was made (such amount of Payable Gold being calculated for purposes of this Section 2.2(a)(i) as (A) the provisional payment percentage in respect of the Produced Gold contained in such Offtaker Delivery actually paid to such Seller Group Entity by the Offtaker in accordance with the applicable Offtake Agreement, multiplied by (B) the Payable Gold in respect of such Offtaker Delivery based upon the provisional measurement of the Produced Gold contained therein in accordance with the applicable Offtake Agreement), as supported by the documentation provided pursuant to Section 2.3 and the applicable Monthly Report; and (ii) within five (5) Business Days following the end of the calendar month in which final settlement of such Offtaker Delivery is made between a Seller Group Entity and the Offtaker, Seller shall sell and deliver to Purchaser an amount of Refined Gold equal to the total Payable Gold in respect of such Offtaker Delivery determined pursuant to the final settlement (the “Final Settlement Quantity”), less the amount of Refined Gold previously delivered to Purchaser in respect of such Offtaker Delivery pursuant to Section 2.2(a)(i), as supported by the documentation provided pursuant to Section 2.3 and the applicable Monthly Report; provided that if the amount of Refined Gold previously delivered to Purchaser in respect of such Offtaker Delivery pursuant to Section 2.2(a)(i) exceeds the Final Settlement Quantity, then Seller shall be entitled to set off and deduct such excess amount of Refined Gold from the next required deliveries of Refined Gold by Seller to Purchaser under this Agreement until it has been fully offset against deliveries to Purchaser of Refined Gold pursuant to this Section 2.2(a). (b) Within five (5) Business Days following the end of each calendar month in which a Deemed Offtaker Delivery occurs, without duplication on account of any Produced Gold included in such Deemed Offtaker Delivery which is contained in a subsequent Offtaker Delivery during such month (in which case Section 2.2(a) shall apply to such Produced Gold), Seller shall sell and deliver to Purchaser an amount of Refined Gold equal to the Seller’s best estimate of the Payable Gold in respect of such Deemed Offtaker Delivery (the “Seller Estimated Quantity”). Notwithstanding Section 2.2(a), if Seller sells and delivers to Purchaser Refined Gold equal to the Payable Gold in respect of a Deemed Offtaker Delivery, and any Seller Group Entity subsequently receives an Offtaker Payment (whether on provisional or final settlement) for the Produced Gold subject to such Deemed Offtaker Delivery, Seller’s sale and delivery obligations set forth in Section 2.2(a) shall not apply to such Offtaker Payment, provided that if the Final Settlement Quantity is different from the Seller Estimated Quantity, then (i) if the Final Settlement Quantity exceeds the Seller Estimated Quantity, Seller shall promptly sell and deliver to Purchaser an amount of Refined Gold equal to the number of such excess ounces of Payable Gold, and (ii) if the Final Settlement Quantity is less than the Seller Estimated Quantity, Seller shall be entitled to offset against any future delivery of Refined Gold required by this Agreement, an amount of Refined Gold equal to number of such deficient ounces of Payable Gold.‌ (c) If the Seller Group Entities have not received a final settlement from the relevant Offtaker:‌ (i) for any Offtaker Delivery in the form of doré, prior to the end of the calendar month in which the thirtieth (30th) day following such Offtaker Delivery occurs; or (ii) subject to Section 6.2(a), for any Offtaker Delivery in the form of concentrate, prior to the end of the calendar month in which the ninetieth (90th) day following such Offtaker Delivery occurs; then within five (5) Business Days following the end of such calendar month, without duplication on account of any final settlement in respect of such Offtaker Delivery which subsequently occurs during such month (in which case Section 2.2(a)(ii) shall apply to such Offtaker Delivery), Seller shall sell and deliver to Purchaser an amount of Refined Gold equal to the amount by which the Payable Gold, determined based upon the provisional measurement of Produced Gold contained in such Offtaker Delivery in accordance with the applicable Offtake Agreement, exceeds the Refined Gold previously delivered to Purchaser in respect of the provisional Offtaker Payment pursuant to Section 2.2(a)(i) for such Offtaker Delivery, provided that, if such difference is negative, then Seller shall be entitled to offset against any future delivery of Refined Gold required by this Agreement, an amount of Refined Gold equal to number of such deficient ounces of Payable Gold. (d) If Payable Gold required to be madesold and delivered to Purchaser by Seller pursuant to Sections 2.2(a), 2.2(b) or 2.2(c) contains a fraction of an ounce to be sold and delivered, then such fraction of an ounce of Payable Gold shall be added to the next required delivery of Payable Gold. (e) Seller shall sell and deliver to Purchaser all Refined Gold to be sold and delivered under this Agreement either in the form of metal credits or allocation of physical gold bars, as may be designated by Purchaser from time to time, to the metal account of Purchaser located in Canada or any other jurisdiction mutually acceptable to Purchaser and Seller, each acting reasonably (each, a “Primary Delivery Jurisdiction”), designated by Purchaser in writing at least twenty (20) Business Days prior to the Commercial Production Date and thereafter from time to time. The initial manner of delivery of Refined Gold under this Agreement shall be by way of metal credits. Any change in the manner of delivery from metal credits to physical allocation or vice versa, or any replacement metal account in respect of the same or a different manner of delivery, must be designated by Purchaser in writing at least twenty (20) Business Days prior to any requested delivery of Refined Gold by such new manner of delivery and/or to such replacement metal account. Purchaser shall be permitted to designate a metal account located in a jurisdiction other than a Primary Delivery Jurisdiction only with the prior written consent of Seller, acting reasonably (provided for greater certainty that it shall be reasonable for Seller to withhold such consent if delivery of Refined Gold to such other metal account jurisdiction would have an adverse tax impact on any Seller Group Entity, or materially increase the costs and expenses of Seller pertaining to delivery, relative to delivery in a Primary Delivery Jurisdiction).‌ (f) Delivery of Refined Gold to Purchaser shall be deemed to have been made on the date and at the time such Refined Gold is credited or physically allocated to the metal account designated by Purchaser from time to time in accordance with Section 2.2(a2.2(e) within such calendar quarter and shall determine the quantity of Minerals processed at Long Harbour over the period of processing attributed to such Lots (the “Quarterly ParcelTime of Delivery”). The Title to, and risk of loss of, such Refined Gold shall pass from Seller to Purchaser at the Time of Delivery. All costs and expenses pertaining to each delivery of Refined Gold shall be borne by Seller.‌ (g) Seller represents, warrants and covenants that, as of each Time of Delivery: (i) it will be the legal and beneficial owner of the Refined Gold delivered and credited or physically allocated to the designated metal account of Purchaser pursuant to this Agreement; (ii) it will have good, valid and marketable title to such Refined Gold; and (iii) such Refined Gold will be free and clear of all Encumbrances. (h) In the event that Seller is required to sell and deliver to Purchaser Refined Gold pursuant to Sections 2.1 and 2.2 at a time when the final determination of Payable Gold to which an Offtaker Payment relates has not yet been made (including as a result of a Commingling Plan determination or calculation that is not yet final), Seller shall calculate deliver such Refined Gold based on its best estimate of the Payable Cobalt Gold to which such Offtaker Payment relates and the Parties shall subsequently true up such amount in respect the next required deliveries of such Quarterly Parcel as if it were a Parcel and to the extent that the aggregate Payable Cobalt in respect of the Quarterly Parcel is greater or less than the Finished Cobalt actually Delivered (or required to be Delivered) Refined Gold by the Seller to the Purchaser during such calendar quarter in respect under this Agreement, by means of such Lots, the Seller shall (subject to Section 2.2(e)) reduce an additional delivery or increaseset off of Refined Gold, as the case may be, the amount of the next following Delivery of Finished Cobalt (the “Subject Delivery”) to account for once such difference (a “Delivery Adjustment”); provided that: (i) where the amount of such Subject Delivery is required to be increased by an amount of Finished Cobalt (the “Top-Up Amount”) pursuant to a Delivery Adjustment, the Top-Up Amount shall be calculated in accordance with the following formula: Top-Up Amount = A x (B/C) where: “A” is the number of pounds of Finished Cobalt by which (a) the number of pounds of Payable Cobalt calculated in respect of the Quarterly Parcel exceeds (b) the Finished Cobalt actually Delivered (or required to be Delivered) to the Purchaser during the relevant calendar quarter;final determination has been made.

Delivery Obligations. (a) The Seller shall Deliver Subject to the Purchaser, not later than the 5th Business Day following the Determination Date for each Lot (the “Delivery Deadline”Section 2.2(b), Finished Cobalt within five Business Days of each Offtaker Payment, the Supplier shall sell and deliver to Silver Wheaton Refined Silver and Refined Gold in an amount equal to the Payable Cobalt Silver and the Payable Gold in respect of the Parcel from Offtaker Delivery to which such Lot was produced Offtaker Payment relates. (b) In the “Delivery Amount”); provided event an Offtaker Payment consists of a provisional payment that where such Lot is comprised may be adjusted upon final settlement of Off-Spec Materialan Offtaker Delivery, the Seller shall provide the Purchaser with prompt (and in any event prior to the initial Delivery Deadline) written notice (an “Off-Spec Material Notice”) of the existence of such Off-Spec Material and the Delivery Deadline for such Delivery Amount shall be as followsthen: (i) the Supplier shall sell and deliver to Silver Wheaton, within five Business Days of such provisional Offtaker Payment, Refined Silver and Refined Gold in an amount equal to: (1) the percentage paid on a provisional basis, such percentage being equal to the extent that amount of such Offtaker Payment divided by the Seller is able to Deliver some or all total value of the Delivery Amount using Finished Cobalt held Minerals determined on a provisional basis (determined in accordance with the applicable Offtake Agreement and after any Offtaker Charges other than deductions on account of the Offtaker Payment being made on a provisional basis) contained in such Offtaker Delivery; multiplied by (2) the Payable Silver and the Payable Gold contained in such Offtaker Delivery, which, for greater certainty, shall be reported in accordance with the provisions of Section 2.3; and (ii) within five Business Days of the date of final settlement of the Off- Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive]Offtaker Delivery with the Offtaker, the Delivery Deadline Supplier shall sell and deliver to Silver Wheaton Refined Silver and Refined Gold in an amount, if positive, equal to the Payable Silver and the Payable Gold determined pursuant to the final settlement, less the number of ounces of Refined Silver and Refined Gold previously delivered to Silver Wheaton in respect of such portion Offtaker Delivery pursuant to Section 2.2(b)(i), which for greater certainty, shall be reported in accordance with the provisions of Section 2.3. If such difference is negative, then: (1) the Supplier shall be entitled to set off and deduct such excess amount of Refined Silver and Refined Gold from the next required deliveries of Refined Silver and Refined Gold by the Supplier to Silver Wheaton under this Agreement, or if no such further deliveries are to be made, Silver Wheaton shall within five Business Days pay the applicable Silver Purchase Price or Gold Purchase Price in respect of any excess ounces delivered to the extent not already paid; and (2) any Silver Purchase Price or Gold Purchase Price paid by Silver Wheaton in respect of such excess amount of Refined Silver and Refined Gold shall be an amount owing by the Supplier to Silver Wheaton, which amount shall be set off and deducted from the payment for the next required deliveries of Refined Gold and Refined Silver, if any, by the Supplier to Silver Wheaton under this Agreement. (c) The obligations in Sections 2.1(a), 2.2(a) and (b) are conditional upon the satisfaction and fulfilment of the Delivery Amount conditions set forth in Section 3.2 (or the waiver thereof by Silver Wheaton). Any Refined Silver and Refined Gold that would have been sold and delivered by the Supplier to Silver Wheaton under Sections 2.1(a), 2.2(a) and (b) between the Effective Date and the Closing Date had such conditions been satisfied as of the Effective Date, shall be sold and delivered to Silver Wheaton within five Business Days after the Closing Date. (d) The Supplier shall sell and deliver to Silver Wheaton all Refined Silver and Refined Gold to be sold and delivered under this Agreement by way of credit to the metal account designated by Silver Wheaton with a bank located in London, England, or such other location specified by Silver Wheaton from time to time on two Business Days’ prior written notice and consented to by the Supplier, such consent not later than to be unreasonably withheld. Delivery of Refined Silver or Refined Gold to Silver Wheaton shall be deemed to have been made at the 5th Business Day following time Refined Silver or Refined Gold is credited to the Determination Date for designated metal account of Silver Wheaton (the relevant Lot“Time of Delivery”). Title to, and risk of loss of, Refined Silver and Refined Gold shall pass from the Supplier to Silver Wheaton at the Time of Delivery. All costs and expenses pertaining to each delivery of Refined Silver and Refined Gold shall be borne by the Supplier. (e) The Supplier represents, warrants and covenants that, at each Time of Delivery: (i) it is the legal and beneficial owner of the Refined Silver and Refined Gold delivered and credited to the designated metal account of Silver Wheaton; (ii) thereafterit has good, valid and marketable title to the extent that the Seller is able to Deliver some or all of any remaining portion of the Delivery Amount using Finished Cobalt held on the date of the Off-Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline in respect of such portion of the Delivery Amount shall be not later than the 10th Business Day following the Determination Date for the relevant LotRefined Silver and Refined Gold; and (iii) thereafter, in respect of the balance of the Delivery Amount (the “Delivery Balance”), if any, the Delivery Deadline shall be not later than the 15th Business Day following the Determination Date for the relevant Lot, subject to Section 2.2(c). Notwithstanding the foregoing, to the extent that the Seller grants or has granted a permitted Stream Equivalent Transaction required to be settled in physical cobalt to any Person other than the Purchaser, the Seller shall use its available Finished Cobalt inventory (such Refined Silver and any other Finished Cobalt that it is able to acquire) to satisfy its delivery obligations to the Purchaser Refined Gold are free and to such other Person(s) proportionately to their respective cobalt stream percentages or similar interests in cobalt. (b) The Seller shall ensure that the Vale Affiliates maintain, at all times, an inventory of at least [REDACTED: Commercially Sensitive] tonnes of Finished Cobalt ([REDACTED: Commercially Sensitive]) in one or more Warehouses located in [REDACTED: Commercially Sensitive], provided that where the Vale Affiliates have drawn on such inventory of Finished Cobalt to meet the Seller’s Delivery obligations to the Purchaser in accordance with Section 2.2(a)(i) and any other permitted Stream Equivalent Transactions granted by the Seller that are required to be settled in physical cobalt, the Vale Affiliates shall have up to 45 days after the date of the relevant Delivery to restore such inventory of Finished Cobalt to at least [REDACTED: Commercially Sensitive] tonnes. Notwithstanding the foregoing, the Vale Affiliates shall not be required to maintain any inventory of Finished Cobalt for so long as any increase to the Stream Percentage in accordance with Section 5.3 is in effect. (c) [REDACTED: Commercially Sensitive]. (d) No later than 15 Business Days following the end of each calendar quarter, the Seller shall conduct an updated Metal Balance Determination in respect clear of all Lots in respect of which Deliveries of Finished Cobalt were made (or required to be made) by the Seller to the Purchaser in accordance with Section 2.2(a) within such calendar quarter and shall determine the quantity of Minerals processed at Long Harbour over the period of processing attributed to such Lots (the “Quarterly Parcel”). The Seller shall calculate the Payable Cobalt in respect of such Quarterly Parcel as if it were a Parcel and to the extent that the aggregate Payable Cobalt in respect of the Quarterly Parcel is greater or less than the Finished Cobalt actually Delivered (or required to be Delivered) by the Seller to the Purchaser during such calendar quarter in respect of such Lots, the Seller shall (subject to Section 2.2(e)) reduce or increase, as the case may be, the amount of the next following Delivery of Finished Cobalt (the “Subject Delivery”) to account for such difference (a “Delivery Adjustment”); provided that: (i) where the amount of such Subject Delivery is required to be increased by an amount of Finished Cobalt (the “Top-Up Amount”) pursuant to a Delivery Adjustment, the Top-Up Amount shall be calculated in accordance with the following formula: Top-Up Amount = A x (B/C) where: “A” is the number of pounds of Finished Cobalt by which (a) the number of pounds of Payable Cobalt calculated in respect of the Quarterly Parcel exceeds (b) the Finished Cobalt actually Delivered (or required to be Delivered) to the Purchaser during the relevant calendar quarter;Encumbrances.

Delivery Obligations. (aA) In respect of the Gold Stream and the Palladium Stream, on the fifth Business Day of each calendar month the Seller shall sell and deliver to the Purchaser an amount of Refined Gold and Refined Palladium, in respect of a Lot, as determined in accordance with Clause ‎2.1(A) and adjusted in accordance with Clause ‎2.1(B) if applicable, in respect of each Lot containing Produced Gold and Produced Palladium for which an Assay was carried out in the preceding calendar month. (B) The Seller shall Deliver sell and deliver to the Purchaser all Refined Gold and Refined Palladium to be sold or delivered under this Agreement by way of unallocated credits (in metal) (or, with the prior written consent of the Purchaser, in allocated credits (in metal)) complying with Clause ‎2.2(B) to the respective metal account or accounts located in an Acceptable Jurisdiction designated by the Purchaser, or such other jurisdiction as the Seller may expressly agree to in writing (subject at all times to the Purchaser’s obligations under Clause ‎12.1(D)(3)), not which account details to be promptly notified to the Seller by the Purchaser by electronic communication from time to time in accordance with Clauses ‎15.6 and ‎15.7, no later than the 5th ten Business Day following the Determination Date for each Lot Days prior to anticipated first Delivery (the “Delivery Deadline”), Finished Cobalt in an amount equal and with any changes to the Payable Cobalt metal account or accounts to be notified no later than ten Business Days prior to any subsequent Delivery, provided that the Seller shall have received from the Purchaser, completed “Know-Your-Client” questionnaires in respect of the Parcel from which such Lot was produced (the “Delivery Amount”); provided that where such Lot is comprised of Off-Spec Materialany metal account holder and any metal account provider, the Seller shall provide the Purchaser with prompt (and in any event prior to the initial Delivery Deadline) written notice (an “Off-Spec Material Notice”) of the existence of such Off-Spec Material and the Delivery Deadline for such Delivery Amount shall be as follows: (i) to the extent that the Seller is able to Deliver some or all of the Delivery Amount using Finished Cobalt held on the date of the Off- Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline in respect of such portion of the Delivery Amount shall be not later than the 5th Business Day following the Determination Date for the relevant Lot; (ii) thereafter, to the extent that the Seller is able to Deliver some or all of any remaining portion of the Delivery Amount using Finished Cobalt held on the date of the Off-Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline in respect of such portion of the Delivery Amount shall be not later than the 10th Business Day following the Determination Date for the relevant Lot; and (iii) thereafter, in respect of the balance of the Delivery Amount (the “Delivery Balance”), if any, the Delivery Deadline shall be not later than the 15th Business Day following the Determination Date for the relevant Lot, subject to Section 2.2(c). Notwithstanding the foregoing, to the extent that the Seller grants or has granted a permitted Stream Equivalent Transaction required to be settled in physical cobalt to any Person other than the Purchaser, the Seller shall use its available Finished Cobalt inventory (and any other Finished Cobalt that it is able to acquire) to satisfy its delivery obligations to the Purchaser and to such other Person(s) proportionately to their respective cobalt stream percentages or similar interests in cobaltensure compliance with Applicable Laws). (bC) The Seller Title to, and risk of loss of, Refined Gold and Refined Palladium shall ensure that the Vale Affiliates maintain, at all times, an inventory of at least [REDACTED: Commercially Sensitive] tonnes of Finished Cobalt ([REDACTED: Commercially Sensitive]) in one or more Warehouses located in [REDACTED: Commercially Sensitive], provided that where the Vale Affiliates have drawn on such inventory of Finished Cobalt to meet the Seller’s Delivery obligations to the Purchaser in accordance with Section 2.2(a)(i) and any other permitted Stream Equivalent Transactions granted by the Seller that are required to be settled in physical cobalt, the Vale Affiliates shall have up to 45 days after the date of the relevant Delivery to restore such inventory of Finished Cobalt to at least [REDACTED: Commercially Sensitive] tonnes. Notwithstanding the foregoing, the Vale Affiliates shall not be required to maintain any inventory of Finished Cobalt for so long as any increase to the Stream Percentage in accordance with Section 5.3 is in effect. (c) [REDACTED: Commercially Sensitive]. (d) No later than 15 Business Days following the end of each calendar quarter, the Seller shall conduct an updated Metal Balance Determination in respect of all Lots in respect of which Deliveries of Finished Cobalt were made (or required to be made) by pass from the Seller to the Purchaser at the Delivery Time on the Delivery Date. (D) All costs and expenses pertaining to each delivery of Refined Gold and Refined Palladium to the Purchaser shall be borne by the Seller. (E) The Seller hereby represents and warrants to and covenants with the Purchaser that (1) immediately prior to the Delivery Time the Seller will be the sole legal and beneficial owner of the Refined Gold and Refined Palladium credited to the metal account(s) of the Purchaser, (2) immediately prior to the Delivery Time the Seller will have good, valid and marketable title to such Refined Gold and Refined Palladium, and (3) at the Delivery Time such Refined Gold and Refined Palladium will be free and clear of all Encumbrances. (F) The obligation of the Seller to deliver Refined Gold and Refined Palladium with respect to each Lot under this Agreement shall be satisfied by the delivery of the appropriate amount of Refined Gold and Refined Palladium in accordance with Section 2.2(a) within such calendar quarter this Clause ‎2.3. Parties acknowledge that any delivery of the Refined Gold and Refined Palladium shall determine in all instances occur outside the quantity Territory and to a metal account or accounts located in an Acceptable Jurisdiction, and agree for the avoidance of Minerals processed at Long Harbour over doubt that the period of processing attributed to such Lots (the “Quarterly Parcel”). The Seller shall calculate the Payable Cobalt in respect costs of such Quarterly Parcel as if it were a Parcel and to delivery shall be for the extent that the aggregate Payable Cobalt in respect of the Quarterly Parcel is greater or less than the Finished Cobalt actually Delivered (or required to be Delivered) by the Seller to the Purchaser during such calendar quarter in respect of such LotsSeller’s account, the Seller shall (subject to Section 2.2(eClause ‎12.1(D)) reduce or increase, as the case may be, the amount of the next following Delivery of Finished Cobalt (the “Subject Delivery”) to account for such difference (a “Delivery Adjustment”); provided that: (i) where the amount of such Subject Delivery is required to be increased by an amount of Finished Cobalt (the “Top-Up Amount”) pursuant to a Delivery Adjustment, the Top-Up Amount shall be calculated in accordance with the following formula: Top-Up Amount = A x (B/C) where: “A” is the number of pounds of Finished Cobalt by which (a) the number of pounds of Payable Cobalt calculated in respect of the Quarterly Parcel exceeds (b) the Finished Cobalt actually Delivered (or required to be Delivered) to the Purchaser during the relevant calendar quarter;.

Delivery Obligations. (a) The Subject to Section 2.2(b), within five Business Days after the date of each Offtaker Settlement on or following the First Delivery Date, the Seller shall Deliver deliver to the Purchaser (for no additional consideration over and above the Purchase Price) Refined Minerals in an amount equal to at least Payable Minerals in respect of the Lot to which such Offtaker Settlement relates. (b) If an Offtaker Settlement consists of a provisional payment that may be adjusted upon final settlement of a Lot, then: (i) within five Business Days after the date of such provisional Offtaker Settlement, the Seller shall deliver to the Purchaser for Purchaser, not later than the 5th Business Day following the Determination Date for each Lot (the “Delivery Deadline”), Finished Cobalt ’s own use absolutely: Refined Minerals in an amount equal to the Payable Cobalt Minerals in respect of the Parcel from which such Lot was produced for which the Seller received a provisional Offtaker Settlement (provided that, for this calculation of Refined Minerals, the “Delivery Amount”)amount of gold and silver in the Lot which the Offtaker uses in the calculation of its provisional payment shall be used to determine the amount of Produced Minerals in the Lot) under the applicable Offtake Agreement, as supported by the documentation required pursuant to Section 2.3 and in the applicable Monthly Report; provided that where such and (ii) within five Business Days after the date of final settlement of the Lot is comprised of Off-Spec Materialwith the Offtaker, the Seller shall provide deliver to the Purchaser with prompt (and for Purchaser’s own use absolutely: Refined Minerals in any event prior an amount equal to the initial Delivery Deadline) written notice (an “Off-Spec Material Notice”) amount by which the actual Payable Minerals exceeds the amount of the existence of such Off-Spec Material and the Delivery Deadline for such Delivery Amount shall be as follows: (i) Refined Minerals previously delivered to the extent that the Seller is able to Deliver some or all of the Delivery Amount using Finished Cobalt held on the date of the Off- Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline Purchaser in respect of such portion of Lot pursuant to Section 2.2(b)(i), as supported by the Delivery Amount documentation required pursuant to Section 2.3 and the applicable Monthly Report; provided, however, if the Refined Minerals delivered pursuant to Section 2.2(b)(i) exceeds the actual Payable Minerals, then the Seller shall be not later than entitled to set off and deduct such excess amount of Refined Minerals from the 5th Business Day following next required deliveries by the Determination Date for the relevant Lot; (ii) thereafter, Seller under this Agreement until it has been fully offset against deliveries to the extent that the Seller is able to Deliver some or all Purchaser of any remaining portion of the Delivery Amount using Finished Cobalt held on the date of the Off-Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline in respect of such portion of the Delivery Amount shall be not later than the 10th Business Day following the Determination Date for the relevant Lot; and (iii) thereafter, in respect of the balance of the Delivery Amount (the “Delivery Balance”), Refined Minerals if any, the Delivery Deadline shall be not later than the 15th Business Day following the Determination Date for the relevant Lot, subject pursuant to this Section 2.2(c2.2(b). Notwithstanding the foregoing, to the extent that the Seller grants or has granted a permitted Stream Equivalent Transaction required to be settled in physical cobalt to any Person other than the Purchaser, the Seller shall use its available Finished Cobalt inventory (and any other Finished Cobalt that it is able to acquire) to satisfy its delivery obligations to the Purchaser and to such other Person(s) proportionately to their respective cobalt stream percentages or similar interests in cobalt. (b) The Seller shall ensure that the Vale Affiliates maintain, at all times, an inventory of at least [REDACTED: Commercially Sensitive] tonnes of Finished Cobalt ([REDACTED: Commercially Sensitive]) in one or more Warehouses located in [REDACTED: Commercially Sensitive], provided that where the Vale Affiliates have drawn on such inventory of Finished Cobalt to meet the Seller’s Delivery obligations to the Purchaser in accordance with Section 2.2(a)(i) and any other permitted Stream Equivalent Transactions granted by the Seller that are required to be settled in physical cobalt, the Vale Affiliates shall have up to 45 days after the date of the relevant Delivery to restore such inventory of Finished Cobalt to at least [REDACTED: Commercially Sensitive] tonnes. Notwithstanding the foregoing, the Vale Affiliates shall not be required to maintain any inventory of Finished Cobalt for so long as any increase to the Stream Percentage in accordance with Section 5.3 is in effect. (c) [REDACTED: Commercially Sensitive]Subject to the provisions of Section 2.2(d), the Seller shall deliver to the Purchaser all Refined Minerals to be delivered under this Agreement by way of gold and silver credits or physical allocation to the metal account or accounts at an international bullion and metals bank in a Designated Jurisdiction and designated by the Purchaser, both to be specified by the Purchaser by electronic communication prior to the First Tranche Closing Date and thereafter, if there is any change to such information, at least 30 days in advance of any delivery of Refined Minerals. If the Purchaser wishes to designate a metal account or accounts in a jurisdiction other than a Designated Jurisdiction, such designation will be subject to the prior written consent of the Seller, such consent not to be unreasonably withheld. The Purchaser hereby confirms that at the Second Tranche Closing Date its metal account will be in a Designated Jurisdiction. Delivery of Refined Minerals to the Purchaser shall be deemed to have been made at the time and on the date Refined Minerals (or cash therefor) is credited or physically allocated to a designated metal account or bank account of the Purchaser (the “Time of Delivery” on the “Date of Delivery”). (d) No later than 15 Business Days following The Purchaser shall have the end of each calendar quarter, right to elect that the Seller shall conduct an updated Metal Balance Determination in respect of all Lots in respect of which Deliveries of Finished Cobalt were made (or required to be made) by the Seller deliver cash to the Purchaser in accordance with Section 2.2(a) within such calendar quarter and shall determine the quantity lieu of Refined Minerals processed at Long Harbour over the period of processing attributed to such Lots be delivered under this Agreement by providing written notice (the “Quarterly ParcelCash Notice”)) to such effect to the Seller a minimum of three Business Days after the end of any month, provided that any such Cash Notice shall only take effect with respect to Lots that have been delivered to an Offtaker after the date of any such Cash Notice. For clarity, for any Lot that has been delivered to an Offtaker prior to the date of such Cash Notice, both provisional payments and final payments as contemplated by Section 2.2(b) shall continue to be made as and by way of the delivery of Refined Minerals to the Purchaser’s metal account or accounts. (e) The Cash Notice shall contain the details of the bank account that has been established by the Purchaser for such purposes, which bank account shall be in a Designated Jurisdiction. Any change to the bank account particulars shall be provided by the Purchaser to the Seller at least 30 days in advance of any delivery of Refined Minerals. If the Purchaser wishes to designate a bank account in a jurisdiction other than a Designated Jurisdiction, such designation will be subject to the prior written consent of the Seller, such consent not to be unreasonably withheld. (f) A Cash Notice shall continue to apply with respect to Refined Minerals to be delivered under this Agreement, until the Cash Notice is revoked by the Purchaser. The Purchaser may revoke a Cash Notice by providing written notice to such effect to the Seller (the “Cash Revocation Notice”) a minimum of three Business Days after the end of any month, provided that such Cash Revocation Notice shall calculate only take effect with respect to Lots that have been delivered to an Offtaker after the Payable Cobalt in respect date of any such Cash Revocation Notice. For clarity, for any Lot that shall have been delivered to an Offtaker prior to the date of such Quarterly Parcel Cash Revocation Notice, both provisional payments and final payments as if it were a Parcel contemplated by Section 2.2(b) shall continue to be made as and by way of the delivery of cash to the extent that Purchaser’s bank account in lieu of Refined Minerals. (g) If the aggregate Payable Cobalt in Purchaser has forwarded a Cash Notice to the Seller, then, with respect to each applicable Lot for which an Offtaker Settlement has been received by the Seller, and, within five Business Days after the date of any provisional Offtaker Settlement or final settlement of the Quarterly Parcel is greater or less than Lot with the Finished Cobalt actually Delivered (or required to be Delivered) by the Seller to the Purchaser during such calendar quarter in respect of such Lots, the Seller shall (subject to Section 2.2(e)) reduce or increaseOfftaker, as the case may be, the amount Seller shall deposit to the Purchaser’s bank account in the Designated Jurisdiction, (i) for each ounce of gold comprising the applicable Refined Gold, the Gold Market Price as of the next following Business Day immediately prior to each such deposit date, and (ii) for each ounce of silver comprising the applicable Refined Silver, the Silver Market Price as of the Business Day immediately prior to each such deposit date. Delivery of Finished Cobalt cash in lieu of Refined Minerals to the Purchaser shall be deemed to have been made at the time and on the date the cash in respect of the applicable Refined Minerals are credited or physically allocated to the designated bank account of the Purchaser (also, the “Subject Time of Delivery” on the “Date of Delivery”). (h) Title to, and risk of loss of, Refined Minerals shall pass from the Seller to account for such difference (a “Delivery Adjustment”); provided that:the Purchaser at the Time of Delivery. (i) where the amount All costs and expenses pertaining to each delivery of such Subject Delivery is required to be increased by an amount of Finished Cobalt (the “Top-Up Amount”) pursuant to a Delivery Adjustment, the Top-Up Amount shall be calculated in accordance with the following formula: Top-Up Amount = A x (B/C) where: “A” is the number of pounds of Finished Cobalt by which (a) the number of pounds of Payable Cobalt calculated in respect of the Quarterly Parcel exceeds (b) the Finished Cobalt actually Delivered (Refined Minerals or required to be Delivered) cash therefor to the Purchaser during shall be borne by the relevant calendar quarter;Seller so long as the Purchaser’s metal account or bank account, as the case may be, is in a Designated Jurisdiction. If the Purchaser specifies delivery or payment, as the case may be, to a jurisdiction other than a Designated Jurisdiction, then the Purchaser will be responsible for any additional costs and expenses resulting therefrom over the costs and expenses that would have applied in the previous Designated Jurisdiction. (j) The Seller hereby represents and warrants to and covenants with the Purchaser that, immediately prior to the Time of Delivery: (i) the Seller will be the sole legal and beneficial owner of the Refined Minerals credited or physically allocated to a metal account of the Purchaser; or, alternatively, satisfied by way of the delivery of cash to the Purchaser and then paid for via the deposit to the Purchaser’s bank account as contemplated in this Section 2.2; (ii) the Seller will have good, valid and marketable title to such Refined Minerals; and (iii) such Refined Minerals will be free and clear of all Encumbrances.

Delivery Obligations. (a) The Subject to Section 2.2(b), Section 2.2(e) and Section 2.3, on each Quarterly Delivery Date, the Seller shall Deliver sell and deliver to the PurchaserPurchaser Refined Gold and Refined Silver equal to the Payable Gold and Payable Silver, respectively, in respect of which Offtaker Payments were received during the most recent Quarterly Measurement Period ended prior to such Quarterly Delivery Date. Notwithstanding the foregoing, the Seller may, in its sole discretion, make deliveries of Refined Gold and Refined Silver in respect of a Quarterly Measurement Period at any time and from time to time from and after the beginning of such Quarterly Measurement Period through the Quarterly Delivery Date relating thereto, provided that all Refined Gold and Refined Silver in respect of a Quarterly Measurement Period is delivered by the applicable Quarterly Delivery Date, subject to Section 2.2(b) and Section 2.2(e). The first Quarterly Measurement Period shall commence on July 1, 2015 and end on the earliest to occur after the Closing Date of August 31, November 30, February 28 (or 29 if the relevant year is a leap year), or May 31, as applicable. (b) In the event an Offtaker Payment which consists of a provisional payment that may be adjusted upon final settlement under the Offtake Agreement occurs during any Quarterly Measurement Period, and the final settlement does not occur until after the end of such Quarterly Measurement Period, then: (i) the Seller shall sell and deliver to the Purchaser on or before the immediately following Quarterly Delivery Date Refined Gold and Refined Silver equal to the Payable Gold and Payable Silver, respectively, in respect of the delivery of any Lot for which the Seller received a provisional Offtaker Payment, calculated based on the estimated Reference Gold and Reference Silver in such Lot as supported by the documentation provided pursuant to Section 2.4, multiplied by the applicable provisional payment percentage; and (ii) no later than the 5th Business Day Quarterly Delivery Date following the Determination Date for each Lot (date of final settlement of any delivery with the “Delivery Deadline”)Offtaker, Finished Cobalt the Seller shall sell and deliver to the Purchaser Refined Gold and Refined Silver in an amount equal to the amount, if any, by which the Payable Cobalt in respect Gold and/or Payable Silver determined pursuant to the final settlement exceeds the amount of the Parcel from which such Lot was produced (the “Delivery Amount”); provided that where such Lot is comprised of Off-Spec Material, the Seller shall provide Payable Gold and Payable Silver previously delivered to the Purchaser with prompt (and in any event prior to the initial Delivery Deadline) written notice (an “Off-Spec Material Notice”) of the existence of such Off-Spec Material and the Delivery Deadline for such Delivery Amount shall be as follows: (i) to the extent that the Seller is able to Deliver some or all of the Delivery Amount using Finished Cobalt held on the date of the Off- Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline in respect of such portion of Lot pursuant to Section 2.2(b)(i), as supported by the Delivery Amount documentation provided pursuant to Section 2.4; provided that if such difference is negative, the Purchaser shall be not later than the 5th Business Day following the Determination Date for the relevant Lot; (ii) thereafter, refund to the extent that Seller, by way of set-off by the Seller is able to Deliver some or all of any remaining portion of the Delivery Amount using Finished Cobalt held on the date of the Off-Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline in respect of such portion of the Delivery Amount shall be not later than the 10th Business Day following the Determination Date for the relevant Lot; and (iii) thereafter, in respect of the balance of the Delivery Amount (the “Delivery Balance”), if any, the Delivery Deadline shall be not later than the 15th Business Day following the Determination Date for the relevant Lot, subject to Section 2.2(c). Notwithstanding the foregoing, to the extent that the Seller grants or has granted a permitted Stream Equivalent Transaction required to be settled in physical cobalt to any Person other than the Purchaser, the Seller shall use its available Finished Cobalt inventory (and any other Finished Cobalt that it is able to acquire) to satisfy against its delivery obligations to the Purchaser and to on or in respect of such other Person(s) proportionately to their respective cobalt stream percentages or similar interests in cobalt. (b) The Seller shall ensure that the Vale Affiliates maintain, at all timesQuarterly Delivery Date, an inventory amount of at least [REDACTED: Commercially Sensitive] tonnes of Finished Cobalt ([REDACTED: Commercially Sensitive]) in one or more Warehouses located in [REDACTED: Commercially Sensitive], provided that where the Vale Affiliates have drawn on such inventory of Finished Cobalt to meet the Seller’s Delivery obligations Refined Gold and/or Refined Silver equal to the Purchaser amount of Refined Gold and/or Refined Silver that was delivered in accordance with Section 2.2(a)(i) and any other permitted Stream Equivalent Transactions granted by the Seller that are required to be settled in physical cobalt, the Vale Affiliates shall have up to 45 days after the date of the relevant Delivery to restore such inventory of Finished Cobalt to at least [REDACTED: Commercially Sensitive] tonnes. Notwithstanding the foregoing, the Vale Affiliates shall not be required to maintain any inventory of Finished Cobalt for so long as any increase excess to the Stream Percentage in accordance with Section 5.3 is in effectPurchaser. (c) [REDACTED: Commercially SensitiveRedacted].* (d) No later than 15 Business Days following the end of each calendar quarter, the The Seller shall conduct an updated Metal Balance Determination in respect of all Lots in respect of which Deliveries of Finished Cobalt were made (or required to be made) by the Seller sell and deliver to the Purchaser all Refined Gold and Refined Silver to be sold and delivered under this Agreement to one or more metal account(s) with bank(s) located in accordance with London, England, Zurich, Switzerland, Singapore or Hong Kong as designated by the Purchaser in writing from time to time upon at least 30 days’ prior written notice to the Seller (each, a “Designated Jurisdiction”) or, subject to Section 2.2(a2.2(f), such other location specified by the Purchaser on at least 30 days’ prior written notice and consented to by the Seller, such consent not to be unreasonably withheld. Delivery of Refined Gold or Refined Silver to the Purchaser shall be deemed to have been made at the time Refined Gold or Refined Silver is delivered to the designated metal account(s) within such calendar quarter and shall determine of the quantity of Minerals processed at Long Harbour over the period of processing attributed to such Lots Purchaser (the “Quarterly Parcel”)Time of Delivery” on the *[Redacted]* indicates confidential information that has been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The Seller shall calculate the Payable Cobalt in respect of such Quarterly Parcel as if it were a Parcel and confidential information has been submitted separately to the extent that the aggregate Payable Cobalt in respect of the Quarterly Parcel is greater or less than the Finished Cobalt actually Delivered (or required to be Delivered) by the Seller to the Purchaser during such calendar quarter in respect of such Lots, the Seller shall (subject to Section 2.2(e)) reduce or increase, as the case may be, the amount of the next following Delivery of Finished Cobalt (the “Subject Delivery”) to account for such difference (a “Delivery Adjustment”); provided that: (i) where the amount of such Subject Delivery is required to be increased by an amount of Finished Cobalt (the “Top-Up Amount”) pursuant to a Delivery Adjustment, the Top-Up Amount shall be calculated in accordance with the following formula: Top-Up Amount = A x (B/C) where: “A” is the number of pounds of Finished Cobalt by which (a) the number of pounds of Payable Cobalt calculated in respect of the Quarterly Parcel exceeds (b) the Finished Cobalt actually Delivered (or required to be Delivered) to the Purchaser during the relevant calendar quarter;U.S. Securities and Exchange Commission.

Delivery Obligations. Subject to Completion occurring and the Deposit having been paid, with respect to each Offtaker Payment made; (ai) The on or after the Effective Date but prior to the Closing Date, within twenty (20) Business Days following the Closing Date, and (ii) on or after the Closing Date, within five (5) Business Days of each Offtaker Payment, Seller shall Deliver sell and deliver to the Purchaser, not later than the 5th Business Day following the Determination Date for each Lot (the “Delivery Deadline”), Finished Cobalt Refined Silver in an amount equal to the Payable Cobalt Silver in the Offtaker Delivery to which such Offtaker Payment relates, whether such Offtaker Payment relates to all or any portion of the Produced Silver contained in such Offtaker Delivery, provided that if an Offtaker Payment consists of a provisional payment that may be adjusted upon final settlement of an Offtaker Delivery, then: (a) Seller shall sell and deliver to Purchaser, within 5 Business Days of any provisional Offtaker Payment, Refined Silver in an amount equal to: (A) the percentage paid on a provisional basis, such percentage being equal to the total value of the payment or other consideration received by any Seller Group Entity in respect of the Parcel from which Produced Silver contained in such Lot was produced Offtaker Delivery divided by the total value of the Produced Silver determined on a provisional basis (determined in accordance with the “applicable Offtake Agreement) as being contained in such Offtaker Delivery; multiplied by (B) the Payable Silver contained in such Offtaker Delivery; as supported by the documentation provided pursuant to Section 2.4 and in the applicable Monthly Report; and (b) within 5 Business Days of the final settlement of the Offtaker Delivery Amount”); provided that where such Lot is comprised of Off-Spec Materialwith the Offtaker, the Seller shall provide the sell and deliver to Purchaser with prompt (and Refined Silver in any event prior an amount, if positive, equal to the initial Delivery Deadline) written notice (an “Off-Spec Material Notice”) of the existence of such Off-Spec Material and the Delivery Deadline for such Delivery Amount shall be as follows: (i) Payable Silver determined pursuant to the extent that final settlement, less the Seller is able number of ounces of Refined Silver previously delivered to Deliver some or all of the Delivery Amount using Finished Cobalt held on the date of the Off- Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline Purchaser in respect of such portion Offtaker Delivery pursuant to Section 2.2(a), as supported by the documentation provided pursuant to Section 2.4 and the applicable Monthly Report. If such difference is negative, then Seller shall be entitled to set off and deduct such excess amount of Refined Silver from the next required delivery of Refined Silver by Seller to Purchaser under this Agreement or if no such further deliveries are to be made, Purchaser shall within twenty (20) days of the Delivery Amount shall be not later than end of the 5th Business Day following calendar month pay the Determination Date for the relevant Lot; (ii) thereafter, applicable Silver Purchase Price in respect of any excess ounces delivered to the extent that the Seller is able to Deliver some or all of any remaining portion of the Delivery Amount using Finished Cobalt held on the date of the Off-Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline in respect of such portion of the Delivery Amount shall be not later than the 10th Business Day following the Determination Date for the relevant Lot; and (iii) thereafter, in respect of the balance of the Delivery Amount (the “Delivery Balance”), if any, the Delivery Deadline shall be not later than the 15th Business Day following the Determination Date for the relevant Lot, subject to Section 2.2(c). Notwithstanding the foregoing, to the extent that the Seller grants or has granted a permitted Stream Equivalent Transaction required to be settled in physical cobalt to any Person other than the Purchaser, the Seller shall use its available Finished Cobalt inventory (and any other Finished Cobalt that it is able to acquire) to satisfy its delivery obligations to the Purchaser and to such other Person(s) proportionately to their respective cobalt stream percentages or similar interests in cobaltalready paid. (b) The Seller shall ensure that the Vale Affiliates maintain, at all times, an inventory of at least [REDACTED: Commercially Sensitive] tonnes of Finished Cobalt ([REDACTED: Commercially Sensitive]) in one or more Warehouses located in [REDACTED: Commercially Sensitive], provided that where the Vale Affiliates have drawn on such inventory of Finished Cobalt to meet the Seller’s Delivery obligations to the Purchaser in accordance with Section 2.2(a)(i) and any other permitted Stream Equivalent Transactions granted by the Seller that are required to be settled in physical cobalt, the Vale Affiliates shall have up to 45 days after the date of the relevant Delivery to restore such inventory of Finished Cobalt to at least [REDACTED: Commercially Sensitive] tonnes. Notwithstanding the foregoing, the Vale Affiliates shall not be required to maintain any inventory of Finished Cobalt for so long as any increase to the Stream Percentage in accordance with Section 5.3 is in effect. (c) [REDACTED: Commercially Sensitive]. (d) No later than 15 Business Days following the end of each calendar quarter, the Seller shall conduct an updated Metal Balance Determination in respect of all Lots in respect of which Deliveries of Finished Cobalt were made (or required to be made) by the Seller to the Purchaser in accordance with Section 2.2(a) within such calendar quarter and shall determine the quantity of Minerals processed at Long Harbour over the period of processing attributed to such Lots (the “Quarterly Parcel”). The Seller shall calculate the Payable Cobalt in respect of such Quarterly Parcel as if it were a Parcel and to the extent that the aggregate Payable Cobalt in respect of the Quarterly Parcel is greater or less than the Finished Cobalt actually Delivered (or required to be Delivered) by the Seller to the Purchaser during such calendar quarter in respect of such Lots, the Seller shall (subject to Section 2.2(e)) reduce or increase, as the case may be, the amount of the next following Delivery of Finished Cobalt (the “Subject Delivery”) to account for such difference (a “Delivery Adjustment”); provided that: (i) where the amount of such Subject Delivery is required to be increased by an amount of Finished Cobalt (the “Top-Up Amount”) pursuant to a Delivery Adjustment, the Top-Up Amount shall be calculated in accordance with the following formula: Top-Up Amount = A x (B/C) where: “A” is the number of pounds of Finished Cobalt by which (a) the number of pounds of Payable Cobalt calculated in respect of the Quarterly Parcel exceeds (b) the Finished Cobalt actually Delivered (or required to be Delivered) to the Purchaser during the relevant calendar quarter;

Delivery Obligations. 3.01. During each Contract Period you will Deliver to Universal commercially satisfactory Masters. Such Masters will embody the featured vocal performances of Artist of contemporary selections, not recorded "live" or "in concert", and that have not been previously recorded by Artist, whether hereunder or otherwise. (Any Masters that were partially or completely recorded prior to the term of this agreement will be deemed to have been recorded during the initial Contract Period.) Each Master Delivered hereunder must contain the performances of all members of Artist. Neither Multiple Record Albums nor Joint Recordings may be recorded as part of your Recording Commitment hereunder without Universal's written consent. Without limiting the foregoing, Universal has the right to reject any Master that Universal reasonably believes is either offensive to reasonable standards of public taste or in violation of the rights of others. (a) The Seller shall During each Contract Period, you will cause the Artist to perform for the recording of Masters and you will Deliver to Universal those Masters (the Purchaser"Recording Commitment") necessary to satisfy the following schedule: Contract Period Recording Commitment initial Contract Period one (1) Album each Option Period one (1) Album (b) Notwithstanding anything to the contrary contained herein, in connection with each Album recorded hereunder, Universal will have the option (“Overcall Option”) to require you to cause the Artist to perform for the recording of not more than four (4) Masters (each, an “Overcall Master”) and to Deliver such Overcall Masters to Universal concurrently with your Delivery to Universal of the applicable Album. Any such Overcall Masters will be recorded in addition to the Masters to be recorded and Delivered in connection with the applicable Album. Each Overcall Master will be recorded in accordance with, and pursuant to, the terms and conditions contained in this agreement, subject to the next sentence. The Recording Costs in connection with each Overcall Master will be deemed additional Recording Costs in connection with the Album concerned and will be paid by Universal pursuant to the Authorized Budget for such Overcall Master(s); provided, however, that no additional Advances will be payable to you or Artist in connection with such Overcall Masters. Notwithstanding anything to the contrary contained herein, Universal will not deduct the Recording Costs in connection with any Overcall Master from the Recording Fund for the Album concerned. Universal may exercise its Overcall Option in connection with each Album hereunder at any time before your Delivery to Universal of the Album concerned. 3.03. Each Album in fulfillment of your Recording Commitment will be Delivered to Universal within three (3) months after the commencement date of the Contract Period concerned. (Universal Records) American Southwest Upstream2EX.1.25.06 (DBG) 3.04. You will not deviate from the Delivery schedule specified in paragraph 3.03 without Universal's written consent; timely Delivery as provided therein is a material obligation hereunder. You agree not to commence the recording of any Record hereunder until nine (9) months after the date of Delivery to Universal of the immediately preceding Record in fulfillment of your Recording Commitment hereunder. Each Record will consist entirely of Masters made in the course of that recording project. (a) You agree to Deliver to Universal each Master hereunder in the form of a Digital Master. You will concurrently deliver: (i) all multitrack tapes recorded in connection with the recording project, including, without limitation, all twenty-four (24) track master tapes and (ii) a detailed list in the form of Schedule “1” attached hereto and incorporated herein by this reference setting forth the location, format and number of all such multitrack tapes and the facilities used in connection with the particular recording project, and you and Artist hereby warrant and represent that all such information supplied by you or the Artist in connection therewith is and shall be complete and accurate. Upon Universal’s request, you agree to Deliver a 96Khz/24 bit 2 channel stereo version and a 5.1 channel surround sound version of each recording embodied on a Master hereunder for use on DVD Audio discs, and all costs incurred in connection with creating such versions will constitute Recording Costs hereunder. Without limiting any of Universal’s rights or remedies hereunder, not later less than two (2) weeks prior to Universal’s authorization of pre-mastering (e.g., equalization and the 5th Business Day following making of reference dubs or the Determination Date equivalent thereof in the applicable configurations) for each Lot a particular set of Master Recordings hereunder (the “Delivery Deadline”including remixes of Master Recordings, regardless of whether such remixes will be commercially released), Finished Cobalt you shall deliver to Universal for the applicable set of Master Recordings the lyrics to the Compositions embodied on such Masters, which lyrics shall be typed and in an amount equal easily readable form. (b) You shall comply with Universal’s policies with respect to samples, and you and Artist hereby warrant and represent that all information supplied by you or the Payable Cobalt Artist to Universal in respect that regard is and shall be complete and correct. As of the Parcel from which such Lot was produced (the “Delivery Amount”); provided that where such Lot is comprised of Off-Spec Materialdate hereof, the Seller shall provide the Purchaser Universal’s policies with prompt (and respect to all samples embodied in any event prior to the initial Delivery DeadlineMaster Recording (including remixes of Master Recordings, regardless of whether such remixes will be commercially released) written notice (an “Off-Spec Material Notice”) of the existence of such Off-Spec Material and the Delivery Deadline for such Delivery Amount shall be are as follows: (i1) Prior to Universal’s authorization of pre-mastering (e.g., equalization and the extent that making of reference dubs or the Seller is able equivalent thereof in the applicable configurations) for a particular set of Master Recordings hereunder, you shall deliver the following to Deliver some or all of the Delivery Amount using Finished Cobalt held on the date of the Off- Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline in respect of such portion of the Delivery Amount shall be not later than the 5th Business Day following the Determination Date Universal for the relevant Lotapplicable set of Master Recordings: (A) A detailed list of any and all samples embodied in each Master Recording; (iiB) thereafterA written clearance or license for the perpetual, to non-restrictive use of each such sample interpolated in each Master Recording in any and all media from the extent that the Seller is able to Deliver some or all of any remaining portion copyright holder(s) of the Delivery Amount using Finished Cobalt held on Master Recording and the date Composition sampled. (C) Any and all necessary information pertaining to credit copy required by the copyright holder(s) of the Off-Spec Material Notice by any Vale Affiliate each sample interpolated in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline in respect of such portion of the Delivery Amount each Master Recording. (2) No Master Recording will be scheduled for release and no Master Recording shall be not later than the 10th Business Day following the Determination Date for the relevant Lot; and deemed to be Delivered to Universal hereunder (iii) thereafter, in respect of the balance of the Delivery Amount (the “Delivery Balance”)and no Advances due on Delivery, if any, the Delivery Deadline shall will be not later than the 15th Business Day following the Determination Date for the relevant Lotpaid) until such written sample clearances (including credit copy, subject to Section 2.2(c). Notwithstanding the foregoing, to the extent that the Seller grants or has granted a permitted Stream Equivalent Transaction required to be settled in physical cobalt to any Person other than the Purchaser, the Seller shall use its available Finished Cobalt inventory (if any) have been obtained and any other Finished Cobalt that it is able to acquire) to satisfy its delivery obligations to the Purchaser and to such other Person(s) proportionately to their respective cobalt stream percentages or similar interests in cobaltapproved by Universal. (b3) The Seller shall ensure that the Vale Affiliates maintainIf any such sample clearance provides for an advance, at all times, an inventory of at least [REDACTED: Commercially Sensitive] tonnes of Finished Cobalt ([REDACTED: Commercially Sensitive]) in one or more Warehouses located in [REDACTED: Commercially Sensitive], provided that where the Vale Affiliates have drawn on such inventory of Finished Cobalt to meet the Seller’s Delivery obligations to the Purchaser in accordance with Section 2.2(a)(i) and any other permitted Stream Equivalent Transactions granted by the Seller that are required to be settled in physical cobalt, the Vale Affiliates shall have up to 45 days after the date a flat-fee “roll-over” payment and/or a royalty payment for Net Sales of the relevant Delivery to restore such inventory of Finished Cobalt to at least [REDACTED: Commercially Sensitive] tonnes. Notwithstanding the foregoing, the Vale Affiliates shall not be required to maintain any inventory of Finished Cobalt for so long as any increase to the Stream Percentage in accordance with Section 5.3 applicable Master Recording and your record royalty account hereunder is in effect. (c) [REDACTED: Commercially Sensitive]. (d) No later than 15 Business Days following an unrecouped position at the end of each calendar quartertime such royalties are due, the Seller shall conduct an updated Metal Balance Determination in respect of all Lots in respect of which Deliveries of Finished Cobalt were made (or required to be made) by the Seller to the Purchaser in accordance with Section 2.2(a) within such calendar quarter and shall determine the quantity of Minerals processed at Long Harbour over the period of processing attributed to such Lots (the “Quarterly Parcel”). The Seller shall calculate the Payable Cobalt in respect of such Quarterly Parcel as if it were a Parcel and to the extent that the aggregate Payable Cobalt in respect of the Quarterly Parcel is greater or less than the Finished Cobalt actually Delivered (or required to be Delivered) by the Seller to the Purchaser during such calendar quarter in respect of such Lots, the Seller shall (subject to Section 2.2(e)) reduce or increase, as the case may be, the amount of the next following Delivery of Finished Cobalt (the “Subject Delivery”) to account for such difference (a “Delivery Adjustment”); provided that: (i) where the amount of such Subject Delivery is required to be increased by an amount of Finished Cobalt (the “Top-Up Amount”) pursuant to a Delivery Adjustment, the Top-Up Amount shall be calculated in accordance with the following formula: Top-Up Amount = A x (B/C) where: “A” is the number of pounds of Finished Cobalt by which (a) the number of pounds of Payable Cobalt calculated in respect of the Quarterly Parcel exceeds (b) the Finished Cobalt actually Delivered (or required to be Delivered) to the Purchaser during the relevant calendar quarter;then,

Delivery Obligations. (aA) In respect of the Stream Minerals Equivalent Platinum Stream: (1) on the fifth Business Day of each calendar month the Seller shall sell and deliver to the Purchaser an amount of Refined Platinum as determined in accordance with Clause ‎‎2.1(A) and adjusted in accordance with Clause ‎2.1(B) if applicable, in respect of each Lot containing Produced Stream Minerals for which an Assay was carried out in the preceding calendar month; and (2) such amount of Refined Platinum shall be determined by dividing the Aggregate Stream Minerals-Equivalent Value of each applicable Lot by the Platinum Market Price on the Delivery Date. (B) The Seller shall Deliver sell and deliver to the Purchaser all Refined Platinum to be sold or delivered under this Agreement by way of unallocated credits (in metal) (or, with the prior written consent of the Purchaser, in allocated credits (in metal)) complying with Clause ‎2.2(B) to the respective metal account or accounts located in an Acceptable Jurisdiction designated by the Purchaser, or such other jurisdiction as the Seller may expressly agree to in writing (subject at all times to the Purchaser’s obligations under Clause ‎12.1(D)(3)), not which account details to be promptly notified to the Seller by the Purchaser by electronic communication from time to time in accordance with Clauses ‎15.6 and ‎15.7, no later than the 5th ten Business Day following the Determination Date for each Lot Days prior to anticipated first Delivery (the “Delivery Deadline”), Finished Cobalt in an amount equal and with any changes to the Payable Cobalt metal account or accounts to be notified no later than ten Business Days prior to any subsequent Delivery, provided that the Seller shall have received from the Purchaser, completed “Know-Your-Client” questionnaires in respect of the Parcel from which such Lot was produced (the “Delivery Amount”); provided that where such Lot is comprised of Off-Spec Materialany metal account holder and any metal account provider, the Seller shall provide the Purchaser with prompt (and in any event prior to the initial Delivery Deadline) written notice (an “Off-Spec Material Notice”) of the existence of such Off-Spec Material and the Delivery Deadline for such Delivery Amount shall be as follows: (i) to the extent that the Seller is able to Deliver some or all of the Delivery Amount using Finished Cobalt held on the date of the Off- Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline in respect of such portion of the Delivery Amount shall be not later than the 5th Business Day following the Determination Date for the relevant Lot; (ii) thereafter, to the extent that the Seller is able to Deliver some or all of any remaining portion of the Delivery Amount using Finished Cobalt held on the date of the Off-Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline in respect of such portion of the Delivery Amount shall be not later than the 10th Business Day following the Determination Date for the relevant Lot; and (iii) thereafter, in respect of the balance of the Delivery Amount (the “Delivery Balance”), if any, the Delivery Deadline shall be not later than the 15th Business Day following the Determination Date for the relevant Lot, subject to Section 2.2(c). Notwithstanding the foregoing, to the extent that the Seller grants or has granted a permitted Stream Equivalent Transaction required to be settled in physical cobalt to any Person other than the Purchaser, the Seller shall use its available Finished Cobalt inventory (and any other Finished Cobalt that it is able to acquire) to satisfy its delivery obligations to the Purchaser and to such other Person(s) proportionately to their respective cobalt stream percentages or similar interests in cobaltensure compliance with Applicable Laws). (bC) The Seller Title to, and risk of loss of, Refined Platinum shall ensure that the Vale Affiliates maintain, at all times, an inventory of at least [REDACTED: Commercially Sensitive] tonnes of Finished Cobalt ([REDACTED: Commercially Sensitive]) in one or more Warehouses located in [REDACTED: Commercially Sensitive], provided that where the Vale Affiliates have drawn on such inventory of Finished Cobalt to meet the Seller’s Delivery obligations to the Purchaser in accordance with Section 2.2(a)(i) and any other permitted Stream Equivalent Transactions granted by the Seller that are required to be settled in physical cobalt, the Vale Affiliates shall have up to 45 days after the date of the relevant Delivery to restore such inventory of Finished Cobalt to at least [REDACTED: Commercially Sensitive] tonnes. Notwithstanding the foregoing, the Vale Affiliates shall not be required to maintain any inventory of Finished Cobalt for so long as any increase to the Stream Percentage in accordance with Section 5.3 is in effect. (c) [REDACTED: Commercially Sensitive]. (d) No later than 15 Business Days following the end of each calendar quarter, the Seller shall conduct an updated Metal Balance Determination in respect of all Lots in respect of which Deliveries of Finished Cobalt were made (or required to be made) by pass from the Seller to the Purchaser at the Delivery Time on the Delivery Date. (D) All costs and expenses pertaining to each delivery of Refined Platinum to the Purchaser shall be borne by the Seller. (E) The Seller hereby represents and warrants to and covenants with the Purchaser that (1) immediately prior to the Delivery Time the Seller will be the sole legal and beneficial owner of the Refined Platinum credited to the metal account(s) of the Purchaser, (2) immediately prior to the Delivery Time the Seller will have good, valid and marketable title to such Refined Platinum, and (3) at the Delivery Time such Refined Platinum will be free and clear of all Encumbrances. (F) The obligation of the Seller to deliver Refined Platinum with respect to each Lot under this Agreement shall be satisfied by the delivery of the appropriate amount of Refined Platinum in accordance with Section 2.2(a) within such calendar quarter and shall determine the quantity of Minerals processed at Long Harbour over the period of processing attributed to such Lots (the “Quarterly Parcel”). The Seller shall calculate the Payable Cobalt in respect of such Quarterly Parcel as if it were a Parcel and to the extent that the aggregate Payable Cobalt in respect of the Quarterly Parcel is greater or less than the Finished Cobalt actually Delivered (or required to be Delivered) by the Seller to the Purchaser during such calendar quarter in respect of such Lots, the Seller shall (subject to Section 2.2(e)) reduce or increase, as the case may be, the amount of the next following Delivery of Finished Cobalt (the “Subject Delivery”) to account for such difference (a “Delivery Adjustment”); provided that: (i) where the amount of such Subject Delivery is required to be increased by an amount of Finished Cobalt (the “Top-Up Amount”) pursuant to a Delivery Adjustment, the Top-Up Amount shall be calculated in accordance with the following formula: Top-Up Amount = A x (B/C) where: “A” is the number of pounds of Finished Cobalt by which (a) the number of pounds of Payable Cobalt calculated in respect of the Quarterly Parcel exceeds (b) the Finished Cobalt actually Delivered (or required to be Delivered) to the Purchaser during the relevant calendar quarter;this Clause ‎2.

Delivery Obligations. (a) The Subject to Section 2.2(b), delivery of Refined Gold by Seller shall Deliver to Purchaser will take place on a monthly basis on or before the Purchaser, not later than the 5th Business Day following the Determination Date for 15th day of each Lot month (the “Delivery DeadlineDate”), Finished Cobalt in an ) and the amount equal of Refined Gold to the Payable Cobalt be delivered in respect of the Parcel from which such Lot was produced any Delivery Date (the “Delivery AmountObligation”); provided ) shall be based upon the amount of Payable Gold contained in each Offtaker Delivery made and for which an Offtaker Payment has been received by a Seller PMPA Entity in the calendar month that where is one month prior to such Lot is comprised of Off-Spec MaterialDelivery Date. For example, the amount of Refined Gold in the Offtaker Delivery for which an Offtaker Payment is received by a Seller shall provide PMPA Entity during the Purchaser with prompt month of January will give rise to a Delivery Obligation on or before the 15th day of February. (and b) If in any event prior to the initial Delivery Deadline) written notice (calendar month, an “Off-Spec Material Notice”) Offtaker Payment consists of the existence a provisional payment that may be adjusted upon final settlement of such Off-Spec Material and the Delivery Deadline for such Delivery Amount shall be as followsan Offtaker Delivery, then: (i) Seller shall sell and deliver to Purchaser, within fifteen (15) days of the end of the calendar month immediately following the calendar month in which the provisional Offtaker Payment is made, Refined Gold in an amount equal to: (A) the percentage paid on a provisional basis, such percentage being equal to the extent that the Seller is able to Deliver some or all total value of the Delivery Amount using Finished Cobalt held on the date payment or other consideration received by any Seller PMPA Entity in respect of the Off- Spec Material Notice Minerals contained in such Offtaker Delivery divided by the total value of the Minerals determined on a provisional basis (determined in accordance with the applicable Offtake Agreement and after any Vale Affiliate Offtaker Charges other than deductions on account of the Offtaker Payment being made on a provisional basis) contained in inventory such Offtaker Delivery; multiplied by (B) the Payable Gold contained in a Warehouse located such Offtaker Delivery; as supported by the documentation provided pursuant to Section 2.3 and the applicable Monthly Report; and (ii) within fifteen (15) days of the end of the calendar month immediately following the calendar month in [REDACTED: Commercially Sensitive]which the final Offtaker Payment for the Offtaker Delivery with the relevant Offtaker is made, Seller shall sell and deliver to Purchaser Refined Gold in an amount, if positive, equal to the Payable Gold in such Offtaker Delivery Deadline determined pursuant to the final settlement, less the number of ounces of Refined Gold previously delivered to Purchaser in respect of such portion Offtaker Delivery pursuant to Section 2.2(b)(i), as supported by the documentation provided pursuant to Section 2.3 and the applicable Monthly Report. If such difference is negative, then Seller shall be entitled to set off and deduct such excess amount of Refined Gold from the next required deliveries of Refined Gold by Seller to Purchaser under this Agreement or if no such further deliveries are to be made, Purchaser shall within fifteen (15) days of the Delivery Amount end of the following calendar month pay the applicable Gold Purchase Price in respect of any excess ounces delivered to the extent not already paid. (c) The obligations in Sections 2.1 and 2.2 are conditional upon the satisfaction and fulfilment of the conditions set forth in Section 3.2(a) (or the waiver thereof by Purchaser). Any Refined Gold that would have been sold and delivered by Seller to Purchaser under Sections 2.1 and 2.2(a) between the Effective Date and the Closing Date had such conditions been satisfied as of the Effective Date (even though such period commenced prior to the Agreement Date), shall be not later than sold and delivered to Purchaser within five Business Days after the 5th Business Day following Closing Date. (d) Seller shall sell and deliver to Purchaser all Refined Gold to be sold and delivered under this Agreement to the Determination Date for metal account located in London, UK or such other location outside Brazil designated by Purchaser from time to time. Delivery of Refined Gold to Purchaser shall be deemed to have been made at the relevant Lottime Refined Gold is delivered to the designated metal account of Purchaser (the “Time of Delivery”). Title to, and risk of loss of, Refined Gold shall pass from Seller to Purchaser at the place of delivery and at the Time of Delivery. All costs and expenses pertaining to each delivery of Refined Gold shall be borne by Seller. (e) Seller represents, warrants and covenants that, at each Time of Delivery: (i) it is the legal and beneficial owner of the Refined Gold delivered and credited to the designated metal account of Purchaser; (ii) thereafterit has good, valid and marketable title to the extent that the Seller is able to Deliver some or all of any remaining portion of the Delivery Amount using Finished Cobalt held on the date of the Off-Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline in respect of such portion of the Delivery Amount shall be not later than the 10th Business Day following the Determination Date for the relevant LotRefined Gold; and (iii) thereafter, in respect of the balance of the Delivery Amount (the “Delivery Balance”), if any, the Delivery Deadline shall be not later than the 15th Business Day following the Determination Date for the relevant Lot, subject to Section 2.2(c). Notwithstanding the foregoing, to the extent that the Seller grants or has granted a permitted Stream Equivalent Transaction required to be settled in physical cobalt to any Person other than the Purchaser, the Seller shall use its available Finished Cobalt inventory (such Refined Gold is free and any other Finished Cobalt that it is able to acquire) to satisfy its delivery obligations to the Purchaser and to such other Person(s) proportionately to their respective cobalt stream percentages or similar interests in cobalt. (b) The Seller shall ensure that the Vale Affiliates maintain, at all times, an inventory of at least [REDACTED: Commercially Sensitive] tonnes of Finished Cobalt ([REDACTED: Commercially Sensitive]) in one or more Warehouses located in [REDACTED: Commercially Sensitive], provided that where the Vale Affiliates have drawn on such inventory of Finished Cobalt to meet the Seller’s Delivery obligations to the Purchaser in accordance with Section 2.2(a)(i) and any other permitted Stream Equivalent Transactions granted by the Seller that are required to be settled in physical cobalt, the Vale Affiliates shall have up to 45 days after the date of the relevant Delivery to restore such inventory of Finished Cobalt to at least [REDACTED: Commercially Sensitive] tonnes. Notwithstanding the foregoing, the Vale Affiliates shall not be required to maintain any inventory of Finished Cobalt for so long as any increase to the Stream Percentage in accordance with Section 5.3 is in effect. (c) [REDACTED: Commercially Sensitive]. (d) No later than 15 Business Days following the end of each calendar quarter, the Seller shall conduct an updated Metal Balance Determination in respect clear of all Lots in respect of which Deliveries of Finished Cobalt were made (or required to be made) by the Seller to the Purchaser in accordance with Section 2.2(a) within such calendar quarter and shall determine the quantity of Minerals processed at Long Harbour over the period of processing attributed to such Lots (the “Quarterly Parcel”). The Seller shall calculate the Payable Cobalt in respect of such Quarterly Parcel as if it were a Parcel and to the extent that the aggregate Payable Cobalt in respect of the Quarterly Parcel is greater or less than the Finished Cobalt actually Delivered (or required to be Delivered) by the Seller to the Purchaser during such calendar quarter in respect of such Lots, the Seller shall (subject to Section 2.2(e)) reduce or increase, as the case may be, the amount of the next following Delivery of Finished Cobalt (the “Subject Delivery”) to account for such difference (a “Delivery Adjustment”); provided that: (i) where the amount of such Subject Delivery is required to be increased by an amount of Finished Cobalt (the “Top-Up Amount”) pursuant to a Delivery Adjustment, the Top-Up Amount shall be calculated in accordance with the following formula: Top-Up Amount = A x (B/C) where: “A” is the number of pounds of Finished Cobalt by which (a) the number of pounds of Payable Cobalt calculated in respect of the Quarterly Parcel exceeds (b) the Finished Cobalt actually Delivered (or required to be Delivered) to the Purchaser during the relevant calendar quarter;Encumbrances.

Delivery Obligations. (a) The Seller shall Deliver to the Purchaser, not later than the 5th Business Day following the Determination Date for each Lot (the “Delivery Deadline”), Finished Cobalt in an amount equal to the Payable Cobalt in respect of the Parcel from which such Lot was produced (the “Delivery Amount”); provided that where such Lot is comprised of Off-Spec Material, the Seller shall provide the Purchaser with prompt (and in any event prior to the initial Delivery Deadline) written notice (an “Off-Spec Material Notice”) of the existence of such Off-Spec Material and the Delivery Deadline for such Delivery Amount shall be as follows: (i) to the extent that the Seller is able to Deliver some or all of the Delivery Amount using Finished Cobalt held on the date of the Off- Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline in respect of such portion of the Delivery Amount shall be not later than the 5th Business Day following the Determination Date for the relevant Lot; (ii) thereafter, to the extent that the Seller is able to Deliver some or all of any remaining portion of the Delivery Amount using Finished Cobalt held on the date of the Off-Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline in respect of such portion of the Delivery Amount shall be not later than the 10th Business Day following the Determination Date for the relevant Lot; and (iii) thereafter, in respect of the balance of the Delivery Amount (the “Delivery Balance”), if any, the Delivery Deadline shall be not later than the 15th Business Day following the Determination Date for the relevant Lot, subject to Section 2.2(c). Notwithstanding the foregoing, to the extent that the Seller grants or has granted a permitted Stream Equivalent Transaction required to be settled in physical cobalt to any Person other than the Purchaser, the Seller shall use its available Finished Cobalt inventory (and any other Finished Cobalt that it is able to acquire) to satisfy its delivery obligations to the Purchaser and to such other Person(s) proportionately to their respective cobalt stream percentages or similar interests in cobalt. (b) The Seller shall ensure that the Vale Affiliates maintain, at all times, an inventory of at least [REDACTED: Commercially Sensitive] tonnes of Finished Cobalt ([REDACTED: Commercially Sensitive]) in one or more Warehouses located in [REDACTED: Commercially Sensitive], provided that where the Vale Affiliates have drawn on such inventory of Finished Cobalt to meet the Seller’s Delivery obligations to the Purchaser in accordance with Section 2.2(a)(i) and any other permitted Stream Equivalent Transactions granted by the Seller that are required to be settled in physical cobalt, the Vale Affiliates shall have up to 45 days after the date of the relevant Delivery to restore such inventory of Finished Cobalt to at least [REDACTED: Commercially Sensitive] tonnes. Notwithstanding the foregoing, the Vale Affiliates shall not be required to maintain any inventory of Finished Cobalt for so long as any increase to the Stream Percentage in accordance with Section 5.3 is in effect. (c) [REDACTED: Commercially Sensitive]. (d) No later than 15 Within five Business Days following the end of each calendar quartermonth in which an Offtaker Payment is made, Supplier shall sell and deliver to Wheaton: (i) Refined Gold in an amount equal to the Seller Payable Gold in the Offtaker Delivery to which such Offtaker Payment relates; and (ii) Refined Palladium in an amount equal to the Payable Palladium in the Offtaker Delivery to which such Offtaker Payment relates, whether such Offtaker Payment relates to all or any portion of the Produced Gold and Produced Palladium contained in such Offtaker Delivery; provided that if in any calendar month, an Offtaker Payment consists of a provisional payment that may be adjusted upon final settlement of an Offtaker Delivery, then: (iii) within five Business Days following the end of the calendar month in which the provisional Offtaker Payment is made, Supplier shall conduct sell and deliver to Wheaton Refined Gold and Refined Palladium in an updated Metal Balance Determination amount equal to (1) the percentage paid on a provisional basis, such percentage being equal to the total value of the payment or other consideration received by any Supplier Group Entity in respect of all Lots the Minerals contained in respect of which Deliveries of Finished Cobalt were made (or required to be made) such Offtaker Delivery divided by the Seller to total value of the Purchaser Minerals determined on a provisional basis (determined in accordance with the applicable Offtake Agreement or Offtake Requirement and after any Offtaker Charges other than deductions on account of the Offtaker Payment being made on a provisional basis) contained in such Offtaker Delivery, multiplied by (2) the Payable Gold and Payable Palladium, as applicable, contained in such Offtaker Delivery, all as supported by the documentation provided pursuant to Section 2.2(a2.3 and in the applicable Monthly Report; and (iv) within such five Business Days following the end of the calendar quarter month in which the final settlement of the Offtaker Delivery is made with the Offtaker, Supplier shall sell and shall determine deliver to Wheaton Refined Gold and Refined Palladium in an amount, if positive, equal to the quantity of Minerals processed at Long Harbour over the period of processing attributed to such Lots (the “Quarterly Parcel”). The Seller shall calculate the total Payable Cobalt Gold and Payable Palladium in respect of such Quarterly Parcel as if it were a Parcel and Offtaker Delivery determined pursuant to the extent that final settlement, less the aggregate Payable Cobalt in respect number of the Quarterly Parcel is greater or less than the Finished Cobalt actually Delivered (or required ounces of Refined Gold and Refined Palladium previously delivered to be Delivered) by the Seller to the Purchaser during such calendar quarter Wheaton in respect of such Lots, the Seller shall (subject Offtaker Delivery pursuant to Section 2.2(e2.2(a)(iii), as supported by the documentation provided pursuant to Section 2.3 and the applicable Monthly Report. If such difference is negative, then Supplier shall be entitled to set off and deduct such excess amount of Refined Gold or Refined Palladium from the next required deliveries of Refined Gold or Refined Palladium by Supplier to Wheaton under this Agreement, or if no such further deliveries are made during any of the three calendar months following the month in which such final settlement is made: (A) reduce Wheaton shall, within five Business Days following the end of such third month, pay in cash the applicable Gold Market Price or increasePalladium Market Price in respect of such excess ounces delivered, calculated as of the day immediately prior to the Time of Delivery of such excess ounces, to the extent not already paid in cash pursuant to Section 2.4(a) or 2.4(b), as applicable; and (B) there shall be added to the uncredited balance of the Advance Payment any amount that was credited against the Advance Payment in partial payment of the Gold Purchase Price or Palladium Purchase Price in respect of such excess ounces delivered pursuant to Section 2.4(a)(i) or 2.4(b)(i), as applicable. (b) If Payable Gold or Payable Palladium required to be sold and delivered to Wheaton by Supplier pursuant to 2.2(a) contains a fraction of an ounce to be sold and delivered then such fraction of an ounce of Payable Gold or Payable Palladium, as applicable, shall be added to the next required delivery of Payable Gold or Payable Palladium, as applicable. (c) The obligations of the Parties set out in Sections 2.1(a) and 2.2(a) are conditional upon the satisfaction and fulfilment of the conditions set forth in Section 3.2(a) (or the waiver thereof by Wheaton) and Section 3.3(a) (or the waiver thereof by Supplier) on or before the Closing Date, as applicable. Any Refined Gold and Refined Palladium that would have been sold and delivered by Supplier to Wheaton under Sections 2.1(a) and 2.2(a) in respect of Offtaker Deliveries made between the Effective Date and the Closing Date had such conditions been satisfied as of the Effective Date, shall be sold and delivered to Wheaton within five Business Days after the Closing Date. (d) Supplier shall sell and deliver to Wheaton all Refined Gold and Refined Palladium to be sold and delivered under this Agreement by way of credit to the unallocated metal account of Wheaton located in the United Kingdom or such other location(s) in North America or Europe as may be designated by Wheaton from time to time and acceptable to Supplier, acting reasonably. Delivery of Refined Gold and Refined Palladium to Wheaton shall be deemed to have been made at the time such Refined Gold or Refined Palladium is credited to the designated unallocated metal account of Wheaton (the “Time of Delivery”). Title to, and risk of loss of, such Refined Gold and Refined Palladium shall pass from Supplier to Wheaton at the Time of Delivery. All costs and expenses pertaining to each delivery of Refined Gold and Refined Palladium shall be borne by Supplier. (e) Supplier represents, warrants and covenants that, as of each Time of Delivery: (i) it is the legal and beneficial owner of the Refined Gold and Refined Palladium delivered and credited to the designated metal account of Wheaton pursuant to this Agreement; (ii) it has good, valid and marketable title to such Refined Gold and Refined Palladium; and (iii) such Refined Gold and Refined Palladium, is free and clear of all Encumbrances. (f) In the event Supplier is required to sell and deliver to Wheaton Refined Gold or Refined Palladium pursuant to Section 2.1 and Section 2.2 at a time when the final determination of Payable Gold or Payable Palladium to which an Offtaker Payment relates has not yet been made (including as a result of a Commingling Plan determination or calculation that is not yet final), Supplier shall deliver such Refined Gold and/or Refined Palladium based on its best estimate of the Payable Gold and/or Payable Palladium to which such Offtaker Payment relates and the Parties shall subsequently true up such amount in the next required deliveries of Refined Gold and/or Refined Palladium by Supplier to Wheaton under this Agreement, by means of an additional delivery or set off of Refined Gold and/or Refined Palladium, as the case may be, the amount of the next following Delivery of Finished Cobalt (the “Subject Delivery”) to account for once such difference (a “Delivery Adjustment”); provided that: (i) where the amount of such Subject Delivery is required to be increased by an amount of Finished Cobalt (the “Top-Up Amount”) pursuant to a Delivery Adjustment, the Top-Up Amount shall be calculated in accordance with the following formula: Top-Up Amount = A x (B/C) where: “A” is the number of pounds of Finished Cobalt by which (a) the number of pounds of Payable Cobalt calculated in respect of the Quarterly Parcel exceeds (b) the Finished Cobalt actually Delivered (or required to be Delivered) to the Purchaser during the relevant calendar quarter;final determination has been made.

Delivery Obligations. (a) The Seller shall Deliver Subject to the Purchaser, not later than the 5th Business Day following the Determination Date for each Lot (the “Delivery Deadline”Section 2.2(b), Finished Cobalt within five Business Days of each Offtaker Payment, the Supplier shall sell and deliver to Silver Wheaton Refined Silver in an amount equal to the Payable Cobalt Silver in respect of the Parcel from Offtaker Delivery to which such Lot was produced Offtaker Payment relates. (b) In the “Delivery Amount”); provided event an Offtaker Payment consists of a provisional payment that where such Lot is comprised may be adjusted upon final settlement of Off-Spec Materialan Offtaker Delivery, the Seller shall provide the Purchaser with prompt (and in any event prior to the initial Delivery Deadline) written notice (an “Off-Spec Material Notice”) of the existence of such Off-Spec Material and the Delivery Deadline for such Delivery Amount shall be as followsthen: (i) the Supplier shall sell and deliver to Silver Wheaton, within five Business Days of such provisional Offtaker Payment, Refined Silver in an amount equal to: (1) the percentage paid on a provisional basis, such percentage being equal to the extent that 7amount of such Offtaker Payment divided by the Seller is able to Deliver some or all total value of the Minerals determined on a provisional basis (determined in accordance with the applicable Offtake Agreement and after any Offtaker Charges other than deductions on account of the Offtaker Payment being made on a provisional basis) contained in such Offtaker Delivery; multiplied by (2) the Payable Silver contained in such Offtaker Delivery Amount using Finished Cobalt held on which, for greater certainty, shall be reported in accordance with the provisions of Section 2.3; and (ii) within five Business Days of the date of final settlement of the Off- Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive]Offtaker Delivery with the Offtaker, the Delivery Deadline Supplier shall sell and deliver to Silver Wheaton Refined Silver in an amount, if positive, equal to the Payable Silver determined pursuant to the final settlement, less the number of ounces of Refined Silver previously delivered to Silver Wheaton in respect of such portion Offtaker Delivery pursuant to Section 2.2(b)(i), which, for greater certainty, shall be reported in accordance with the provisions of Section 2.3. If such difference is negative, then: (1) the Supplier shall be entitled to set off and deduct such excess amount of Refined Silver from the next required deliveries of Refined Silver by the Supplier to Silver Wheaton under this Agreement, or if no such further deliveries are to be made, Silver Wheaton shall within five Business Days pay the Purchase Price in respect of any excess ounces delivered to the extent not already paid; and (2) any Purchase Price paid by Silver Wheaton in respect of such excess amount of Refined Silver shall be an amount owing by the Supplier to Silver Wheaton, which amount shall be set off and deducted from the payment for the next required deliveries of Refined Silver, if any, by the Supplier to Silver Wheaton under this Agreement. (c) The Supplier shall sell and deliver to Silver Wheaton all Refined Silver to be sold and delivered under this Agreement by way of credit to the metal account designated by Silver Wheaton with a bank located in London, England, or such other location specified by Silver Wheaton from time to time on two Business Days’ prior written notice and consented to by the Supplier, such consent not to be unreasonably withheld. Delivery of Refined Silver to Silver Wheaton shall be deemed to have been made at the time Refined Silver is credited to the designated metal account of Silver Wheaton (the “Time of Delivery”). Title to, and risk of loss of, Refined Silver shall pass from the Supplier to Silver Wheaton at the Time of Delivery. All costs and expenses pertaining to each delivery of Refined Silver shall be borne by the Supplier. (d) The Supplier represents, warrants and covenants that, at each Time of Delivery: (i) it is the legal and beneficial owner of the Delivery Amount shall be not later than Refined Silver delivered and credited to the 5th Business Day following the Determination Date for the relevant Lotdesignated metal account of Silver Wheaton; (ii) thereafterit has good, valid and marketable title to the extent that the Seller is able to Deliver some or all of any remaining portion of the Delivery Amount using Finished Cobalt held on the date of the Off-Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline in respect of such portion of the Delivery Amount shall be not later than the 10th Business Day following the Determination Date for the relevant LotRefined Silver; and (iii) thereafter, in respect of the balance of the Delivery Amount (the “Delivery Balance”), if any, the Delivery Deadline shall be not later than the 15th Business Day following the Determination Date for the relevant Lot, subject to Section 2.2(c). Notwithstanding the foregoing, to the extent that the Seller grants or has granted a permitted Stream Equivalent Transaction required to be settled in physical cobalt to any Person other than the Purchaser, the Seller shall use its available Finished Cobalt inventory (such Refined Silver is free and any other Finished Cobalt that it is able to acquire) to satisfy its delivery obligations to the Purchaser and to such other Person(s) proportionately to their respective cobalt stream percentages or similar interests in cobalt. (b) The Seller shall ensure that the Vale Affiliates maintain, at all times, an inventory of at least [REDACTED: Commercially Sensitive] tonnes of Finished Cobalt ([REDACTED: Commercially Sensitive]) in one or more Warehouses located in [REDACTED: Commercially Sensitive], provided that where the Vale Affiliates have drawn on such inventory of Finished Cobalt to meet the Seller’s Delivery obligations to the Purchaser in accordance with Section 2.2(a)(i) and any other permitted Stream Equivalent Transactions granted by the Seller that are required to be settled in physical cobalt, the Vale Affiliates shall have up to 45 days after the date of the relevant Delivery to restore such inventory of Finished Cobalt to at least [REDACTED: Commercially Sensitive] tonnes. Notwithstanding the foregoing, the Vale Affiliates shall not be required to maintain any inventory of Finished Cobalt for so long as any increase to the Stream Percentage in accordance with Section 5.3 is in effect. (c) [REDACTED: Commercially Sensitive]. (d) No later than 15 Business Days following the end of each calendar quarter, the Seller shall conduct an updated Metal Balance Determination in respect clear of all Lots in respect of which Deliveries of Finished Cobalt were made (or required to be made) by the Seller to the Purchaser in accordance with Section 2.2(a) within such calendar quarter and shall determine the quantity of Minerals processed at Long Harbour over the period of processing attributed to such Lots (the “Quarterly Parcel”). The Seller shall calculate the Payable Cobalt in respect of such Quarterly Parcel as if it were a Parcel and to the extent that the aggregate Payable Cobalt in respect of the Quarterly Parcel is greater or less than the Finished Cobalt actually Delivered (or required to be Delivered) by the Seller to the Purchaser during such calendar quarter in respect of such Lots, the Seller shall (subject to Section 2.2(e)) reduce or increase, as the case may be, the amount of the next following Delivery of Finished Cobalt (the “Subject Delivery”) to account for such difference (a “Delivery Adjustment”); provided that: (i) where the amount of such Subject Delivery is required to be increased by an amount of Finished Cobalt (the “Top-Up Amount”) pursuant to a Delivery Adjustment, the Top-Up Amount shall be calculated in accordance with the following formula: Top-Up Amount = A x (B/C) where: “A” is the number of pounds of Finished Cobalt by which (a) the number of pounds of Payable Cobalt calculated in respect of the Quarterly Parcel exceeds (b) the Finished Cobalt actually Delivered (or required to be Delivered) to the Purchaser during the relevant calendar quarter;Encumbrances.

Delivery Obligations. 3.01. During each Contract Period you will Deliver to Universal commercially satisfactory Masters. Such Masters will embody the featured vocal performances of Artist of contemporary selections, not recorded "live" or "in concert", and that have not been previously recorded by Artist, whether hereunder or otherwise. (Any Masters that were partially or completely recorded prior to the term of this agreement will be deemed to have been recorded during the initial Contract Period.) Each Master Delivered hereunder must contain the performances of all members of Artist. Neither Multiple Record Albums nor Joint Recordings may be recorded as part of your Recording Commitment hereunder without Universal's written consent. Without limiting the foregoing, Universal has the right to reject any Master that Universal reasonably believes is either offensive to reasonable standards of public taste or in violation of the rights of others. (a) The Seller shall During each Contract Period, you will cause the Artist to perform for the recording of Masters and you will Deliver to the Purchaser, not later than the 5th Business Day following the Determination Date for each Lot Universal those Masters (the “Delivery Deadline”), Finished Cobalt in an amount equal to the Payable Cobalt in respect of the Parcel from which such Lot was produced (the “Delivery Amount”); provided that where such Lot is comprised of Off-Spec Material, the Seller shall provide the Purchaser with prompt (and in any event prior to the initial Delivery Deadline"Recording Commitment") written notice (an “Off-Spec Material Notice”) of the existence of such Off-Spec Material and the Delivery Deadline for such Delivery Amount shall be as follows: (i) to the extent that the Seller is able to Deliver some or all of the Delivery Amount using Finished Cobalt held on the date of the Off- Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline in respect of such portion of the Delivery Amount shall be not later than the 5th Business Day following the Determination Date for the relevant Lot; (ii) thereafter, to the extent that the Seller is able to Deliver some or all of any remaining portion of the Delivery Amount using Finished Cobalt held on the date of the Off-Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline in respect of such portion of the Delivery Amount shall be not later than the 10th Business Day following the Determination Date for the relevant Lot; and (iii) thereafter, in respect of the balance of the Delivery Amount (the “Delivery Balance”), if any, the Delivery Deadline shall be not later than the 15th Business Day following the Determination Date for the relevant Lot, subject to Section 2.2(c). Notwithstanding the foregoing, to the extent that the Seller grants or has granted a permitted Stream Equivalent Transaction required to be settled in physical cobalt to any Person other than the Purchaser, the Seller shall use its available Finished Cobalt inventory (and any other Finished Cobalt that it is able to acquire) necessary to satisfy its delivery obligations to the Purchaser and to such other Person(sfollowing schedule: initial Contract Period one (1) proportionately to their respective cobalt stream percentages or similar interests in cobalt.Album each Option Period one (1) Album (b) The Seller shall ensure that Notwithstanding anything to the Vale Affiliates maintaincontrary contained herein, at all timesin connection with each Album recorded hereunder, Universal will have the option (“Overcall Option”) to require you to cause the Artist to perform for the recording of not more than four (4) Masters (each, an inventory “Overcall Master”) and to Deliver such Overcall Masters to Universal concurrently with your Delivery to Universal of at least [REDACTED: Commercially Sensitive] tonnes of Finished Cobalt ([REDACTED: Commercially Sensitive]) the applicable Album. Any such Overcall Masters will be recorded in one or more Warehouses located in [REDACTED: Commercially Sensitive], provided that where the Vale Affiliates have drawn on such inventory of Finished Cobalt to meet the Seller’s Delivery obligations addition to the Purchaser Masters to be recorded and Delivered in connection with the applicable Album. Each Overcall Master will be recorded in accordance with Section 2.2(a)(i) with, and any other permitted Stream Equivalent Transactions granted by the Seller that are required to be settled in physical cobaltpursuant to, the Vale Affiliates shall have up terms and conditions contained in this agreement, subject to 45 days the next sentence. The Recording Costs in connection with each Overcall Master will be deemed additional Recording Costs in connection with the Album concerned and will be paid by Universal pursuant to the Authorized Budget for such Overcall Master(s); provided, however, that no additional Advances will be payable to you or Artist in connection with such Overcall Masters. Notwithstanding anything to the contrary contained herein, Universal will not deduct the Recording Costs in connection with any Overcall Master from the Recording Fund for the Album concerned. Universal may exercise its Overcall Option in connection with each Album hereunder at any time before your Delivery to Universal of the Album concerned. 3.03. Each Album in fulfillment of your Recording Commitment will be Delivered to Universal within three (3) months after the commencement date of the relevant Delivery to restore such inventory of Finished Cobalt to at least [REDACTED: Commercially Sensitive] tonnes. Notwithstanding the foregoing, the Vale Affiliates shall not be required to maintain any inventory of Finished Cobalt for so long as any increase to the Stream Percentage in accordance with Section 5.3 is in effectContract Period concerned. (c) [REDACTED: Commercially Sensitive]. (d) No later than 15 Business Days following the end of each calendar quarter, the Seller shall conduct an updated Metal Balance Determination in respect of all Lots in respect of which Deliveries of Finished Cobalt were made (or required to be made) by the Seller to the Purchaser in accordance with Section 2.2(a) within such calendar quarter and shall determine the quantity of Minerals processed at Long Harbour over the period of processing attributed to such Lots (the “Quarterly Parcel”). The Seller shall calculate the Payable Cobalt in respect of such Quarterly Parcel as if it were a Parcel and to the extent that the aggregate Payable Cobalt in respect of the Quarterly Parcel is greater or less than the Finished Cobalt actually Delivered (or required to be Delivered) by the Seller to the Purchaser during such calendar quarter in respect of such Lots, the Seller shall (subject to Section 2.2(e)) reduce or increase, as the case may be, the amount of the next following Delivery of Finished Cobalt (the “Subject Delivery”) to account for such difference (a “Delivery Adjustment”); provided that: (i) where the amount of such Subject Delivery is required to be increased by an amount of Finished Cobalt (the “Top-Up Amount”) pursuant to a Delivery Adjustment, the Top-Up Amount shall be calculated in accordance with the following formula: Top-Up Amount = A x (B/C) where: “A” is the number of pounds of Finished Cobalt by which (a) the number of pounds of Payable Cobalt calculated in respect of the Quarterly Parcel exceeds (b) the Finished Cobalt actually Delivered (or required to be Delivered) to the Purchaser during the relevant calendar quarter;

Delivery Obligations. (a) The Within 10 Business Days of each Offtaker Payment, Seller shall Deliver sell and deliver to the Purchaser, not later than the 5th Business Day following the Determination Date for each Lot (the “Delivery Deadline”), Finished Cobalt Purchaser Refined Silver in an amount equal to the Silver Equivalent of the Payable Cobalt Metals calculated by reference to the Recovered Metals in the Offtaker Delivery to which such Offtaker Payment relates, whether such Offtaker Payment relates to all or any portion of the Recovered Metals contained in such Offtaker Delivery; provided that if an Offtaker Payment consists of a provisional payment that may be adjusted upon final settlement of an Offtaker Delivery, then: (a) Seller shall sell and deliver to Purchaser, within 10 Business Days of any provisional Offtaker Payment, Refined Silver in an amount equal to: (A) the percentage paid on a provisional basis, such percentage being equal to the total value of the payment or other consideration received by any BHMC Group Entity in respect of the Parcel from which Recovered Metals contained in such Lot was produced Offtaker Delivery divided by the total value of the Recovered Metals determined on a provisional basis (determined in accordance with the “applicable Offtake Agreement) as being contained in such Offtaker Delivery; multiplied by (B) the Silver Equivalent of the Payable Metals calculated by reference to the Recovered Metals contained in such Offtaker Delivery; as supported by the documentation provided pursuant to Section 2.4 and in the applicable monthly or quarterly report; and (b) within 10 Business Days of the final settlement of the Offtaker Delivery Amount”); provided that where such Lot is comprised of Off-Spec Materialwith the Processor, the Seller shall provide the sell and deliver to Purchaser with prompt (and Refined Silver in any event prior an amount, if positive, equal to the initial Delivery Deadline) written notice (Silver Equivalent of an “Off-Spec Material Notice”) amount of Payable Metals equal to the existence of such Off-Spec Material and the Delivery Deadline for such Delivery Amount shall be as follows: difference between (i) the Payable Metals calculated by reference to the extent that Recovered Metals determined pursuant to the Seller is able final settlement, less the number of Units of Payable Metals in respect of which Refined Silver was previously delivered to Deliver some or all of the Delivery Amount using Finished Cobalt held on the date of the Off- Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline Purchaser in respect of such portion Offtaker Delivery pursuant to Section 2.2(a), as supported by the documentation provided pursuant to Section 2.4 and the applicable monthly or quarterly report. If such difference is negative, then Seller shall be entitled to set off and deduct such excess amount of Refined Silver from the next required delivery of Refined Silver by Seller to Purchaser under this Agreement or if no such further deliveries are to be made, Purchaser shall within twenty (20) days of the Delivery Amount shall be not later than end of the 5th Business Day following calendar month pay the Determination Date for the relevant Lot; (ii) thereafter, applicable Silver Market Price in respect of any excess ounces of Refined Silver delivered to the extent that the Seller is able to Deliver some or all of any remaining portion of the Delivery Amount using Finished Cobalt held on the date of the Off-Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline in respect of such portion of the Delivery Amount shall be not later than the 10th Business Day following the Determination Date for the relevant Lot; and (iii) thereafter, in respect of the balance of the Delivery Amount (the “Delivery Balance”), if any, the Delivery Deadline shall be not later than the 15th Business Day following the Determination Date for the relevant Lot, subject to Section 2.2(c). Notwithstanding the foregoing, to the extent that the Seller grants or has granted a permitted Stream Equivalent Transaction required to be settled in physical cobalt to any Person other than the Purchaser, the Seller shall use its available Finished Cobalt inventory (and any other Finished Cobalt that it is able to acquire) to satisfy its delivery obligations to the Purchaser and to such other Person(s) proportionately to their respective cobalt stream percentages or similar interests in cobaltalready paid. (b) The Seller shall ensure that the Vale Affiliates maintain, at all times, an inventory of at least [REDACTED: Commercially Sensitive] tonnes of Finished Cobalt ([REDACTED: Commercially Sensitive]) in one or more Warehouses located in [REDACTED: Commercially Sensitive], provided that where the Vale Affiliates have drawn on such inventory of Finished Cobalt to meet the Seller’s Delivery obligations to the Purchaser in accordance with Section 2.2(a)(i) and any other permitted Stream Equivalent Transactions granted by the Seller that are required to be settled in physical cobalt, the Vale Affiliates shall have up to 45 days after the date of the relevant Delivery to restore such inventory of Finished Cobalt to at least [REDACTED: Commercially Sensitive] tonnes. Notwithstanding the foregoing, the Vale Affiliates shall not be required to maintain any inventory of Finished Cobalt for so long as any increase to the Stream Percentage in accordance with Section 5.3 is in effect. (c) [REDACTED: Commercially Sensitive]. (d) No later than 15 Business Days following the end of each calendar quarter, the Seller shall conduct an updated Metal Balance Determination in respect of all Lots in respect of which Deliveries of Finished Cobalt were made (or required to be made) by the Seller to the Purchaser in accordance with Section 2.2(a) within such calendar quarter and shall determine the quantity of Minerals processed at Long Harbour over the period of processing attributed to such Lots (the “Quarterly Parcel”). The Seller shall calculate the Payable Cobalt in respect of such Quarterly Parcel as if it were a Parcel and to the extent that the aggregate Payable Cobalt in respect of the Quarterly Parcel is greater or less than the Finished Cobalt actually Delivered (or required to be Delivered) by the Seller to the Purchaser during such calendar quarter in respect of such Lots, the Seller shall (subject to Section 2.2(e)) reduce or increase, as the case may be, the amount of the next following Delivery of Finished Cobalt (the “Subject Delivery”) to account for such difference (a “Delivery Adjustment”); provided that: (i) where the amount of such Subject Delivery is required to be increased by an amount of Finished Cobalt (the “Top-Up Amount”) pursuant to a Delivery Adjustment, the Top-Up Amount shall be calculated in accordance with the following formula: Top-Up Amount = A x (B/C) where: “A” is the number of pounds of Finished Cobalt by which (a) the number of pounds of Payable Cobalt calculated in respect of the Quarterly Parcel exceeds (b) the Finished Cobalt actually Delivered (or required to be Delivered) to the Purchaser during the relevant calendar quarter;

Delivery Obligations. (a) The Seller shall Deliver Subject to the Purchaser, not later than the 5th Business Day following the Determination Date for each Lot Section (the “Delivery Deadline”c), Finished Cobalt within five Business Days of each Offtaker Payment, the Supplier shall sell and deliver to Silver Wheaton Refined Silver in an amount equal to the Payable Cobalt Silver in respect of the Parcel from Offtaker Delivery to which such Lot was produced Offtaker Payment relates. (the “Delivery Amount”b) Subject to Section 2.2(c); provided that where such Lot is comprised , within five Business Days of Off-Spec Materialeach Offtaker Payment, the Seller Supplier shall provide the Purchaser with prompt (sell and deliver to Silver Wheaton Refined Gold in any event prior an amount equal to the initial Delivery Deadline) written notice (an “Off-Spec Material Notice”) Payable Gold in respect of the existence Offtaker Delivery to which such Offtaker Payment relates. (c) In the event an Offtaker Payment consists of such Off-Spec Material and the Delivery Deadline for such Delivery Amount shall a provisional payment that may be as followsadjusted upon final settlement of an Offtaker Delivery, then: (i) the Supplier shall sell and deliver to Silver Wheaton, within five Business Days of such provisional Offtaker Payment, Refined Silver and Refined Gold in an amount equal to: (1) the percentage paid on a provisional basis, such percentage being equal to the extent that the Seller is able to Deliver some total amount of payment or all other consideration received by a Hudbay Group Entity in respect of the Minerals in such Offtaker Delivery Amount using Finished Cobalt held on divided by the date total value of the Off- Spec Material Notice Minerals determined on a provisional basis (determined in accordance with the applicable Offtake Agreement and after any Offtaker Charges other than deductions on account of the Offtaker Payment being made on a provisional basis) contained in such Offtaker Delivery; multiplied by any Vale Affiliate (2) (A) in inventory in a Warehouse located in [REDACTED: Commercially Sensitive]respect of silver, the Delivery Deadline Payable Silver in respect of such portion Offtaker Delivery and (B) in respect of gold, the Payable Gold in respect of such Offtaker Delivery, which, for greater certainty, shall be reported in accordance with the provisions of Section 2.3; and (ii) within five Business Days of the date of final settlement of the Offtaker Delivery Amount with the Offtaker, the Supplier shall sell and deliver to Silver Wheaton Refined Silver and Refined Gold in an amount, if positive, equal to the Payable Silver and Payable Gold determined pursuant to the final settlement, less the number of ounces of Refined Silver and Refined Gold previously delivered to Silver Wheaton in respect of such Offtaker Delivery pursuant to Section 2.2(c)(i), which, for greater certainty, shall be reported in accordance with the provisions of Section 2.3. If such difference is negative, then: (1) the Supplier shall be entitled to set off and deduct such excess amount of Refined Silver and Refined Gold from the next required deliveries of Refined Silver and Refined Gold by the Supplier to Silver Wheaton under this Agreement, or if no such further deliveries are to be made, Silver Wheaton shall within five Business Days pay the applicable Silver Purchase Price or Gold Purchase Price in respect of any excess ounces delivered to the extent not later than already paid; and (2) any Silver Purchase Price or Gold Purchase Price paid by Silver Wheaton in respect of such excess amount of Refined Silver and Refined Gold shall be an amount owing by the 5th Business Day following Supplier to Silver Wheaton, which amount shall be set off and deducted from the Determination Date payment for the relevant Lotnext required deliveries of Refined Silver and Refined Gold, if any, by the Supplier to Silver Wheaton under this Agreement. (d) The Supplier shall sell and deliver to Silver Wheaton all Refined Silver and Refined Gold to be sold and delivered under this Agreement by way of credit to the metal account designated by Silver Wheaton with a bank located in London, England, or such other location specified by Silver Wheaton from time to time on two Business Days’ prior written notice and consented to by the Supplier, such consent not to be unreasonably withheld. Delivery of Refined Silver and Refined Gold to Silver Wheaton shall be deemed to have been made at the time Refined Silver and Refined Gold is credited to the designated metal account of Silver Wheaton (the “Time of Delivery”). Title to, and risk of loss of, Refined Silver and Refined Gold shall pass from the Supplier to Silver Wheaton at the Time of Delivery. All costs and expenses pertaining to each delivery of Refined Silver and Refined Gold shall be borne by the Supplier. (e) The Supplier represents, warrants and covenants that, at each Time of Delivery: (i) it is the legal and beneficial owner of the Refined Silver and Refined Gold delivered and credited to the designated metal account of Silver Wheaton; (ii) thereafterit has good, valid and marketable title to the extent that the Seller is able to Deliver some or all of any remaining portion of the Delivery Amount using Finished Cobalt held on the date of the Off-Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline in respect of such portion of the Delivery Amount shall be not later than the 10th Business Day following the Determination Date for the relevant LotRefined Silver and Refined Gold; and (iii) thereaftersuch Refined Silver and Refined Gold is free and clear of all Encumbrances. (f) The obligations in Section 2.1(a)(ii) and 2.2(b) are conditional upon the satisfaction and fulfilment of the conditions set forth in Sections 3.6 and 3.7 (or the waiver thereof). Any Refined Gold that would have been sold and delivered by the Supplier to Silver Wheaton under Sections 2.1(a)(ii) and 2.2(b) between the date of this Agreement and the Gold Deposit Closing Date had such conditions been satisfied as of the date of this Agreement, shall be sold and delivered to Silver Wheaton within five Business Days after the Gold Deposit Closing Date. (g) With respect to the obligations of the Supplier in Section 2.2(b), in the event an Offtaker Payment: (i) is received in respect of the balance of the an Offtaker Delivery Amount (the “Delivery Balance”), if any, the Delivery Deadline shall be not later than the 15th Business Day following the Determination Date for the relevant Lot, subject to Section 2.2(c). Notwithstanding the foregoing, which occurs on or prior to the extent that date on which the Seller grants or has granted a permitted Stream Equivalent Transaction required to be settled in physical cobalt to any Person other than the Purchaser, the Seller shall use its available Finished Cobalt inventory (and any other Finished Cobalt that it is able to acquire) to satisfy its delivery obligations to the Purchaser and to such other Person(s) proportionately to their respective cobalt stream percentages or similar interests in cobalt. (b) The Seller shall ensure that the Vale Affiliates maintain, at all times, an inventory of at least [REDACTED: Commercially Sensitive] tonnes of Finished Cobalt ([REDACTED: Commercially Sensitive]) in one or more Warehouses located in [REDACTED: Commercially Sensitive], provided that where the Vale Affiliates Committed Ounces have drawn on such inventory of Finished Cobalt to meet the Seller’s Delivery obligations to the Purchaser in accordance with Section 2.2(a)(i) and any other permitted Stream Equivalent Transactions granted been delivered by the Seller that are required Supplier to be settled in physical cobalt, Silver Wheaton; and (ii) the Vale Affiliates shall have up to 45 days after the date of the relevant Offtaker Delivery to restore such inventory of Finished Cobalt to at least [REDACTED: Commercially Sensitive] tonnes. Notwithstanding the foregoing, the Vale Affiliates shall not be required to maintain any inventory of Finished Cobalt for so long as any increase to the Stream Percentage in accordance with Section 5.3 is in effect. (c) [REDACTED: Commercially Sensitive]. (d) No later than 15 Business Days following the end of each calendar quarter, the Seller shall conduct an updated Metal Balance Determination in respect of all Lots in respect of which Deliveries the Offtaker Payment was received contains concentrate or other product that was produced during any part of Finished Cobalt were made (a calendar month in which a Monthly Lot or required to be made) by Monthly Lot Reference Gold has not yet been determined as of the Seller to the Purchaser in accordance with Section 2.2(a) within such calendar quarter and shall determine the quantity of Minerals processed at Long Harbour over the period of processing attributed to such Lots (the “Quarterly Parcel”). The Seller shall calculate the Payable Cobalt date an Offtaker Payment has been received in respect of such Quarterly Parcel as if it were a Parcel and to the extent that the aggregate Payable Cobalt in respect of the Quarterly Parcel is greater or less than the Finished Cobalt actually Delivered Offtaker Delivery (or required to be Delivered) by the Seller to the Purchaser during such calendar quarter in respect of such Lots, the Seller shall (subject to Section 2.2(e)) reduce or increase, as the case may be, the amount of the next following Delivery of Finished Cobalt (the an “Subject Delivery”) to account for such difference (a “Delivery AdjustmentInterim Monthly Period”); provided that, then: (i) where the amount of Supplier shall use its reasonable best efforts based on daily metallurgical accounting to estimate the Monthly Lot Reference Gold contained in such Subject Offtaker Delivery is required to be increased by an amount of Finished Cobalt for such Interim Monthly Period (the “Top-Up AmountEstimated Monthly Lot Reference Gold”), and the Monthly Lot for such Interim Monthly Period contained in such Offtaker Delivery (the “Estimated Monthly Lot”) and for purposes of the calculation of Deemed Gold with respect to such Offtaker Delivery for such Interim Monthly Period, the reference to Monthly Lot in the definitions of “Deemed Gold”, “Monthly Lot Reference Gold” and “Unallocated Monthly Tonnage” shall be a reference to the Estimated Monthly Lot and the reference to Monthly Lot Reference Gold in the definitions of “Deemed Gold” shall be a reference to the Estimated Monthly Lot Reference Gold; and (ii) within five Business Days of the final determination of the Monthly Lot to which such Estimated Monthly Lot applies and the Monthly Lot Reference Gold to which such Estimated Monthly Lot Reference Gold applies, the Supplier shall re-calculate the Deemed Gold for such Offtaker Delivery and the Supplier shall sell and deliver to Silver Wheaton Refined Gold in an amount, if positive, equal to the Payable Gold for such Offtaker Delivery determined pursuant to a Delivery Adjustmentthe final determination of such Monthly Lot and Monthly Lot Reference Gold, the Top-Up Amount shall be calculated in accordance with the following formula: Top-Up Amount = A x (B/C) where: “A” is less the number of pounds ounces of Finished Cobalt by which (a) the number of pounds of Payable Cobalt calculated Refined Gold previously delivered to Silver Wheaton in respect of the Quarterly Parcel exceeds such Offtaker Delivery pursuant to Section 2.2(g)(i). If such difference is negative, then: (b1) the Finished Cobalt actually Delivered (Supplier shall be entitled to set off and deduct such excess amount of Refined Gold from the next required deliveries of Refined Gold by the Supplier to Silver Wheaton under this Agreement, or required if no such further deliveries are to be Delivered) made, Silver Wheaton shall within five Business Days pay the applicable Gold Purchase Price in respect of any excess ounces delivered to the Purchaser during extent not already paid; and (2) any Gold Purchase Price paid by Silver Wheaton in respect of such excess amount of Refined Gold shall be an amount owing by the relevant calendar quarter;Supplier to Silver Wheaton, which amount shall be set off and deducted from the payment for the next required deliveries of Refined Gold, if any, by the Supplier to Silver Wheaton under this Agreement.

Delivery Obligations. (a) The Seller shall Deliver Subject to the Purchaser, not later than the 5th Business Day following the Determination Date for each Lot (the “Delivery Deadline”Section 2.2(b), Finished Cobalt within 5 Business Days of the end of each calendar month in which an Offtaker Payment is made, Project Owner shall sell and deliver to Purchaser Refined Gold in an amount equal to the Payable Cobalt Gold in respect the Offtaker Delivery to which such Offtaker Payment relates, whether such Offtaker Payment relates to all or any portion of the Parcel from which Produced Gold contained in such Lot was produced Offtaker Delivery. (the “Delivery Amount”); provided that where such Lot is comprised of Off-Spec Material, the Seller shall provide the Purchaser with prompt (and b) If in any event prior to the initial Delivery Deadline) written notice (calendar month, an “Off-Spec Material Notice”) Offtaker Payment consists of the existence a provisional payment that may be adjusted upon final settlement of such Off-Spec Material and the Delivery Deadline for such Delivery Amount shall be as followsan Offtaker Delivery, then: (i) Project Owner shall sell and deliver to Purchaser, within five Business Days of the end of the calendar month in which the provisional Offtaker Payment is made, Refined Gold in an amount equal to: (A) the percentage paid on a provisional basis, such percentage being equal to the extent that the Seller is able to Deliver some or all total value of the Delivery Amount using Finished Cobalt held on the date payment or other consideration received by any Artemis Group Entity in respect of the Off- Spec Material Notice Minerals contained in such Offtaker Delivery divided by the total value of the Minerals determined on a provisional basis (determined in accordance with the applicable Offtake Agreement and after any Vale Affiliate Offtaker Charges other than deductions on account of the Offtaker Payment being made on a provisional basis) contained in inventory such Offtaker Delivery; multiplied by (B) the Payable Gold contained in a Warehouse located such Offtaker Delivery; as supported by the documentation provided pursuant to Section 2.3 and in [REDACTED: Commercially Sensitive]the applicable Monthly Report; and (ii) within five Business Days of the end of the calendar month in which the final settlement of the Offtaker Delivery with the Offtaker is made, Project Owner shall sell and deliver to Purchaser Refined Gold in an amount, if positive, equal to the Delivery Deadline Payable Gold determined pursuant to the final settlement, less the number of ounces of Refined Gold previously delivered to Purchaser in respect of such portion Offtaker Delivery pursuant to Section 2.2(b)(i), as supported by the documentation provided pursuant to Section 2.3 and the applicable Monthly Report. If such difference is negative, then Project Owner shall be entitled to set off and deduct such excess amount of Refined Gold from the next required deliveries of Refined Gold by Project Owner to Purchaser under this Agreement, or if no such further deliveries are to be made, Purchaser shall within five Business Days pay the applicable Purchase Price in respect of any excess ounces delivered to the extent not already paid. (c) Project Owner shall sell and deliver to Purchaser all Refined Gold to be sold and delivered under this Agreement by way of credit to the metal account designated by Purchaser from time to time. Delivery of Refined Gold to Purchaser shall be deemed to have been made at the time Refined Gold is credited to the designated metal account of Purchaser (the “Time of Delivery”). Title to, and risk of loss of, Refined Gold shall pass from Project Owner to Purchaser at the Time of Delivery. All costs and expenses pertaining to each delivery of Refined Gold shall be borne by Project Owner. (d) Project Owner represents, warrants and covenants that, at each Time of Delivery: (i) it is the sole legal and beneficial owner of the Delivery Amount shall be not later than Refined Gold delivered and credited to the 5th Business Day following the Determination Date for the relevant Lotdesignated metal account of Purchaser; (ii) thereafterit has good, valid and marketable title to the extent that the Seller is able to Deliver some or all of any remaining portion of the Delivery Amount using Finished Cobalt held on the date of the Off-Spec Material Notice by any Vale Affiliate in inventory in a Warehouse located in [REDACTED: Commercially Sensitive], the Delivery Deadline in respect of such portion of the Delivery Amount shall be not later than the 10th Business Day following the Determination Date for the relevant LotRefined Gold; and (iii) thereafter, in respect of the balance of the Delivery Amount (the “Delivery Balance”), if any, the Delivery Deadline shall be not later than the 15th Business Day following the Determination Date for the relevant Lot, subject to Section 2.2(c). Notwithstanding the foregoing, to the extent that the Seller grants or has granted a permitted Stream Equivalent Transaction required to be settled in physical cobalt to any Person other than the Purchaser, the Seller shall use its available Finished Cobalt inventory (such Refined Gold is free and any other Finished Cobalt that it is able to acquire) to satisfy its delivery obligations to the Purchaser and to such other Person(s) proportionately to their respective cobalt stream percentages or similar interests in cobalt. (b) The Seller shall ensure that the Vale Affiliates maintain, at all times, an inventory of at least [REDACTED: Commercially Sensitive] tonnes of Finished Cobalt ([REDACTED: Commercially Sensitive]) in one or more Warehouses located in [REDACTED: Commercially Sensitive], provided that where the Vale Affiliates have drawn on such inventory of Finished Cobalt to meet the Seller’s Delivery obligations to the Purchaser in accordance with Section 2.2(a)(i) and any other permitted Stream Equivalent Transactions granted by the Seller that are required to be settled in physical cobalt, the Vale Affiliates shall have up to 45 days after the date of the relevant Delivery to restore such inventory of Finished Cobalt to at least [REDACTED: Commercially Sensitive] tonnes. Notwithstanding the foregoing, the Vale Affiliates shall not be required to maintain any inventory of Finished Cobalt for so long as any increase to the Stream Percentage in accordance with Section 5.3 is in effect. (c) [REDACTED: Commercially Sensitive]. (d) No later than 15 Business Days following the end of each calendar quarter, the Seller shall conduct an updated Metal Balance Determination in respect clear of all Lots in respect of which Deliveries of Finished Cobalt were made (or required to be made) by the Seller to the Purchaser in accordance with Section 2.2(a) within such calendar quarter and shall determine the quantity of Minerals processed at Long Harbour over the period of processing attributed to such Lots (the “Quarterly Parcel”). The Seller shall calculate the Payable Cobalt in respect of such Quarterly Parcel as if it were a Parcel and to the extent that the aggregate Payable Cobalt in respect of the Quarterly Parcel is greater or less than the Finished Cobalt actually Delivered (or required to be Delivered) by the Seller to the Purchaser during such calendar quarter in respect of such Lots, the Seller shall (subject to Section 2.2(e)) reduce or increase, as the case may be, the amount of the next following Delivery of Finished Cobalt (the “Subject Delivery”) to account for such difference (a “Delivery Adjustment”); provided that: (i) where the amount of such Subject Delivery is required to be increased by an amount of Finished Cobalt (the “Top-Up Amount”) pursuant to a Delivery Adjustment, the Top-Up Amount shall be calculated in accordance with the following formula: Top-Up Amount = A x (B/C) where: “A” is the number of pounds of Finished Cobalt by which (a) the number of pounds of Payable Cobalt calculated in respect of the Quarterly Parcel exceeds (b) the Finished Cobalt actually Delivered (or required to be Delivered) to the Purchaser during the relevant calendar quarter;Encumbrances.