Common use of Purchase and Sale; Purchase Price Clause in Contracts

Purchase and Sale; Purchase Price. 2.1 Subject to the terms and conditions herein contained, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller the Property herein described. The total purchase price for the Property shall be the sum of Seven Million Nine Hundred Thirty Six Thousand Five Hundred Eight and 00/100 Dollars ($7,936,508.00) (the “Purchase Price”). 2.2 The Purchase Price, less the Deposit (as hereinafter defined), shall be paid to Seller at the Closing, plus or minus prorations and other adjustments hereunder, by federal wire transfer of immediately available funds. 2.3 Within two (2) business days following the Effective Date, Purchaser shall deposit with First American Title Insurance Company, Attn.: Xxxxxx Xxxxxxx, 000 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000 ( “Escrow Agent”), in escrow, an xxxxxxx money deposit in the amount of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) (the “Initial Deposit”), pursuant to wire instructions to be supplied by Escrow Agent (the “Escrow Wire Instructions”). Provided this Agreement remains in full force and effect, prior to the expiration of the Inspection Period, Purchaser shall deliver an additional deposit of Two Hundred Fifty Thousand and NO/100 ($250,000.00) (the “Second Deposit”, and together with the Initial Deposit, the “Deposit”) into escrow with Escrow Agent pursuant to the Escrow Wire Instructions. The Deposit shall be held in escrow by Escrow Agent pending the Closing. At the Closing, the Deposit shall be applied against the Purchase Price, or, if this transaction is not consummated, delivered to Seller or Purchaser (as the case may be), in accordance with the terms hereof. The parties agree that the liability of Escrow Agent to the parties hereto shall be only as expressed in this Agreement. It is specifically agreed that Escrow Agent shall not be liable for any mistake or error of judgment in the discharge of its functions as Escrow Agent hereunder, but shall be liable only for bad faith or negligence. In the event that there shall be any action or legal proceedings involved or arising out of this Agreement, to which action or legal proceeding Escrow Agent is or may be a party, Escrow Agent shall be entitled, at any time, in its sole discretion, to pay the Deposit, or any portion thereof, into court, and, upon so doing, it shall be relieved of any further responsibility or liability as to the Deposit. At Purchaser’s election and expense, the Deposit shall be invested by Escrow Agent in an interest bearing account, and the interest shall be deemed to constitute part of the Deposit.

Purchase and Sale; Purchase Price. 2.1 Subject to the terms and conditions herein containedcontained herein, Seller agrees to sell the Subject Property to Purchaser, Purchaser and Purchaser agrees to purchase the Subject Property from Seller the Property herein describedSeller. The total purchase price for the Property shall be the sum of Seven Million Nine Hundred Thirty Six Thousand Five Hundred Eight and 00/100 Dollars ($7,936,508.00) (the “Purchase Price”). 2.2 ) for the Subject Property shall, subject to the provisions contained in this Agreement, be an amount equal to $4,700,000.00, plus or minus prorations. The Purchase Price, less the Deposit (as hereinafter defined), shall Price will be paid to Seller payable at the Closing, plus or minus prorations prorations, credits and other adjustments as hereinafter set forth. 2.2 To secure Purchaser’s prompt and faithful performance of its obligations hereunder, simultaneously with the execution of this Agreement, Purchaser will deposit with Grubb&Ellis|Coldstream Real Estate Advisors, Inc. (“Coldstream”) on the first business day after Purchaser’s receipt of this Agreement signed by federal wire transfer Seller, xxxxxxx money in the amount of immediately available funds.$25,000.00 (the “Xxxxxxx Money”). In the event Purchaser has not terminated this Agreement on or prior to the 30th (or 45th, if Purchaser has exercised the extension right set forth in Paragraph 2.3 Within two 4.1 below) day after the Document Receipt Date (2) business days following the Effective Dateas defined below), Purchaser shall deposit an additional $75,000.00 with First American Title Insurance Company, Attn.: Xxxxxx Xxxxxxx, 000 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000 ( “Escrow Agent”), in escrow, an xxxxxxx money deposit in the Coldstream (such amount of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) (the “Initial Deposit”), pursuant to wire instructions shall be deemed to be supplied by Escrow Agent (part of the “Escrow Wire Instructions”Xxxxxxx Money). Provided this Agreement remains in full force and effect, prior to the expiration of the Inspection Period, Purchaser shall deliver an additional deposit of Two Hundred Fifty Thousand and NO/100 ($250,000.00) (the “Second Deposit”, and together with the Initial Deposit, the “Deposit”) into escrow with Escrow Agent pursuant to the Escrow Wire Instructions. The Deposit shall be held in escrow by Escrow Agent pending the Closing. At the Closing, the Deposit shall be applied against the Purchase Price, or, if this transaction is not consummated, delivered to Seller or Purchaser (as the case may be), in accordance with the terms hereof. The parties agree that the liability of Escrow Agent to the parties hereto shall be only as expressed in this Agreement. It is specifically agreed that Escrow Agent shall not be liable for any mistake or error of judgment in the discharge of its functions as Escrow Agent hereunder, but shall be liable only for bad faith or negligence. In the event that there shall be any action or legal proceedings involved or arising out of this Agreement, to which action or legal proceeding Escrow Agent is or may be a party, Escrow Agent shall be entitled, at any time, in its sole discretion, to pay the Deposit, or any portion thereof, into court, and, upon so doing, it shall be relieved of any further responsibility or liability as to the Deposit. At Purchaser’s election and expense, the Deposit Xxxxxxx Money shall be invested by Escrow Agent in an interest a federally insured interest-bearing account, and all interest thereon shall be credited against the Purchase Price unless Purchaser defaults hereunder and does not cure such default within the time permitted by Paragraph 7.1 hereof, in which event such interest shall become the property of Seller. The Xxxxxxx Money shall be deemed applied to constitute part of the DepositPurchaser’s payment obligations under Paragraph 2.1 above.

Purchase and Sale; Purchase Price. 2.1 Sale and Purchase of the Shares Subject to all of the terms and conditions herein containedhereof and in reliance on the representations and warranties set forth or referred to herein, Seller at the Closing the Company agrees to sell to Purchaser, each Purchaser and each Purchaser hereby agrees to purchase, that number of Shares of Common Stock set forth opposite the name of such Purchaser on the signature pages attached hereto, at the respective purchase from Seller price (the Property herein described"Purchase Price") set forth opposite the name of such Purchaser on the signature pages attached hereto. The total purchase price for the Property shall per share to be the sum of Seven Million Nine Hundred Thirty Six Thousand Five Hundred Eight and 00/100 Dollars ($7,936,508.00) (the “Purchase Price”)sold under this Agreement will be US$1.92. 2.2 Closing The closing of the purchase and sale of the Shares (the "Closing") will take place at the offices of Weil, Gotshal & Xxxxxx LLP, New York, New York on the Closing Date or at such other place as the parties hereto may agree upon. The Closing shall occur when (a) the Company shall have delivered to Weil, Gotshal & Xxxxxx LLP on behalf of the Purchasers share certificates representing the Shares to be issued to the Purchasers; and (b) each of the Purchasers has placed an amount equal to the Purchase PricePrice set forth opposite the name of such Purchaser on the signature pages attached hereto, less in an escrow account established by Weil, Gotshal & Xxxxxx LLP at Xxxxxx Guaranty Trust Company, 000 Xxxxxxx Xxxxxxxxxx, Newark, Delaware 19713-2107 ; ABA Number: 000-000-000; Account Name: Weil, Gotshal & Xxxxxx LLP Special Account; Account Number: 000-00-000; Reference: 65579/0041 (the Deposit (as hereinafter defined"Escrow Account"). On the Closing Date, there shall be paid released to Seller at the Closing, plus each Purchaser one or minus prorations and other adjustments hereunder, by federal wire transfer of immediately available funds. 2.3 Within two (2) business days following the Effective Date, Purchaser shall deposit with First American Title Insurance Company, Attn.: Xxxxxx Xxxxxxx, 000 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000 ( “Escrow Agent”), in escrow, an xxxxxxx money deposit more certificates registered in the amount name of Two Hundred Fifty Thousand that Purchaser representing the number of shares of Common Stock purchased by it as set forth on the signature pages attached hereto, and 00/100 Dollars ($250,000.00) (all funds in the “Initial Deposit”), pursuant to wire instructions to Escrow Account shall be supplied by Escrow Agent (the “Escrow Wire Instructions”). Provided this Agreement remains in full force and effect, prior released to the expiration of the Inspection Period, Purchaser shall deliver an additional deposit of Two Hundred Fifty Thousand and NO/100 ($250,000.00) (the “Second Deposit”, and together with the Initial Deposit, the “Deposit”) into escrow with Escrow Agent Company pursuant to the Escrow Wire Instructions. The Deposit Company's instructions; provided that the amounts payable to Nomura in connection with the transactions contemplated hereby and the fees and expenses of counsel of the Purchasers as contemplated by Section 10.11 shall be held in escrow by Escrow Agent pending the Closing. At the Closing, the Deposit shall be applied against the Purchase Price, or, if this transaction is not consummated, delivered to Seller or Purchaser (as the case may be), in accordance with the terms hereof. The parties agree that the liability of Escrow Agent to the parties hereto shall be only as expressed in this Agreement. It is specifically agreed that Escrow Agent shall not be liable for any mistake or error of judgment in the discharge of its functions as Escrow Agent hereunder, but shall be liable only for bad faith or negligence. In the event that there shall be any action or legal proceedings involved or arising out of this Agreement, to which action or legal proceeding Escrow Agent is or may be a party, Escrow Agent shall be entitled, at any time, in its sole discretion, to pay the Deposit, or any portion thereof, into court, and, upon so doing, it shall be relieved of any further responsibility or liability as to the Deposit. At Purchaser’s election and expense, the Deposit shall be invested by Escrow Agent in an interest bearing account, and the interest shall be deemed to constitute part of the Depositdeducted from such amount.

Purchase and Sale; Purchase Price. 2.1 Subject to (a) Upon the terms and subject to the conditions herein containedof this Agreement, Seller agrees to sell shall sell, assign, transfer and convey to Purchaser, and Purchaser agrees shall purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to the Purchased Assets, free and clear of any and all Liens, other than those Liens created in favor of Purchaser by this Agreement and the Escrow Agreement. Without limiting the foregoing, it is understood and agreed that Purchaser shall not, by purchase from of the Purchased Assets, acquire any assets or rights of Seller under, or relating to, the Property herein described. License Agreement other than those specified in this Agreement. (i) The total purchase price to be paid as the full consideration for the Property shall be sale, assignment, transfer and conveyance of the sum Purchased Assets by Seller to Purchaser is comprised of Seven (i) One Hundred Fifty Million Nine Hundred Thirty Six Thousand Five Hundred Eight and 00/100 Dollars ($7,936,508.00150,000,000) (the “Upfront Payment”), provided that Four Hundred Thousand Dollars ($400,000) (the “Fee Reimbursement”) of the Upfront Payment shall be deducted as reimbursement of Purchaser’s fees and expenses in connection with the transactions contemplated by the Transaction Documents and (ii) the Milestone Payment, to the extent the same becomes due and payable hereunder (collectively, the “Purchase Price”). 2.2 The Purchase Price, less . Purchaser shall pay the Deposit (as hereinafter defined), shall be paid amount equal to the Upfront Payment minus the Fee Reimbursement to Seller at the Closing, plus or minus prorations and other adjustments hereunder, Closing in immediately available funds by federal wire transfer to the Seller Account. Upon the occurrence of immediately available funds. 2.3 Within two (2) business days following a Milestone Event, Seller shall send written notice to Purchaser notifying Purchaser of the Effective Dateoccurrence of that Milestone Event, and then Purchaser shall deposit with First American Title Insurance Company, Attn.: Xxxxxx Xxxxxxx, 000 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000 ( “Escrow Agent”), in escrow, an xxxxxxx money deposit in the amount within fifteen (15) Business Days following its receipt of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) Seller’s written notice (the “Initial DepositEvaluation Period”), pursuant ) send written notice to wire instructions Seller either confirming or disputing the occurrence of that Milestone Event; provided that Seller and Purchaser acknowledge and agree that quarterly calculations of Net Sales (as reported in the Royalty Reports) may be used by Seller to demonstrate the occurrence of a Milestone Event (and Purchaser will not be supplied by Escrow Agent (precluded from disputing the “Escrow Wire Instructions”occurrence of such Milestone Event because of Seller’s use of quarterly Net Sales calculations as reported in Royalty Reports). Provided this Agreement remains in full force and effect, If Purchaser confirms the occurrence of the Milestone Event or fails to confirm or dispute the occurrence of the Milestone Event prior to the expiration of the Inspection Evaluation Period, Purchaser shall deliver an additional deposit of Two Hundred Fifty Thousand and NO/100 ($250,000.00) (pay the “Second Deposit”, and together with the Initial Deposit, the “Deposit”) into escrow with Escrow Agent pursuant applicable Milestone Payment to Seller in immediately available funds by wire transfer to the Escrow Wire Instructions. The Deposit shall be held in escrow by Escrow Agent pending Seller Account within the Closing. At the Closing, the Deposit shall be applied against the Purchase Price, or, if this transaction is not consummated, delivered earlier of three (3) Business Days following (x) Purchaser’s written notice to Seller confirming the occurrence of the Milestone Event or Purchaser (as y) the case may be), in expiration of the Evaluation Period. In accordance with the terms hereofprovisions of this Section 2.1(b), upon the occurrence of Net Sales Threshold A, the Net Sales Threshold A Milestone Payment shall be owed, or upon the occurrence of Net Sales Threshold B, the Net Sales Threshold B Milestone Payment shall be owed. The parties agree that For clarity, only the liability Net Sales Threshold A Milestone Payment or the Net Sales Threshold B Milestone Payment shall be owed, and in no event shall both payments be owed. If Purchaser delivers to Seller written notice disputing the occurrence of Escrow Agent the applicable Milestone Event prior to the parties hereto expiration of the Evaluation Period, the Parties shall be only as expressed in this Agreement. It is specifically agreed good faith seek to resolve any dispute relating to that Escrow Agent shall not be liable for any mistake or error of judgment in the discharge of its functions as Escrow Agent hereunder, but shall be liable only for bad faith or negligenceMilestone Event pursuant to Section 2.1(b)(ii). In the event that there Purchaser fails to pay Seller the applicable Milestone Payment when due as provided herein, Seller shall be entitled to recoup an amount equal to the portion of the applicable Milestone Payment not paid to Seller by Purchaser, together with any action late fee in respect thereof in accordance with Section 5.4(e), from the Purchased Assets by giving one or legal proceedings involved or arising out of this Agreement, more unilateral written instructions to which action or legal proceeding the Escrow Agent is or may to deduct from amounts deposited into the Escrow Account that would otherwise be distributable to Purchaser in respect of the Purchased Assets (each, a party, “Recoupment Instruction”) an amount equal to the sum of the unpaid amount of the applicable Milestone Payment and any late fee in respect thereof calculated in accordance with Section 5.4(e) and to cause the Escrow Agent to distribute such amounts to Seller, until the full amount of the applicable Milestone Payment and such late fees have been distributed to Seller; provided, however, that Seller shall not give any Recoupment Instruction to the Escrow Agent until any dispute relating to the applicable Milestone Event and noticed by Purchaser to Seller during the applicable Evaluation Period has been resolved pursuant to Section 2.1(b)(ii). Unless there is a dispute relating to that Milestone Event that was noticed by Purchaser to Seller during the applicable Evaluation Period and that has not been resolved pursuant to Section 2.1(b)(ii), Purchaser shall not object to a Recoupment Instruction given by Seller to the Escrow Agent pursuant to this Section 2.1(b). (ii) In the event of any dispute relating to a Milestone Event, the Parties shall submit such dispute to the Parties’ Executive Officers, and then the Executive Officers shall use good faith efforts to promptly resolve such dispute, which good faith efforts shall include at least one (1) in-person, video or telephonic meeting between such Executive Officers within ten (10) Business Days after the submission of such matter to them. If the Executive Officers are unable to resolve such dispute within thirty (30) Business Days after its submission to them, then either Party may pursue resolution of such dispute in accordance with the provisions of Section 10.8. “Executive Officer” means, with respect to either Party, a senior executive designated by such Party for purposes of resolving a dispute pursuant to this Section 2.1(b)(ii), and who shall be entitled, at any time, in its sole discretion, expressly authorized by such Party to pay the Deposit, or any portion thereof, into court, and, upon so doing, it shall be relieved of any further responsibility or liability as to the Deposit. At Purchaser’s election and expense, the Deposit shall be invested by Escrow Agent in an interest bearing account, and the interest shall be deemed to constitute part of the Depositresolve such dispute.

Purchase and Sale; Purchase Price. 2.1 Subject to the terms and conditions herein contained, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller Seller, the Property herein describedProperty. The total purchase price for the Property shall be the sum of Ten Million Seven Million Nine Hundred Thirty Six Fifty Thousand Five Hundred Eight and 00/100 Dollars ($7,936,508.0010,750,000.00) (the “"Purchase Price”"). The Purchase Price shall be allocated as follows: $8,943,333.34 to the shopping center, $806,666.66 to the Burger King, and $1,000,000.00 to Chipotle. 2.2 The Purchase Price, less Price shall be payable by Purchaser to Seller at the Deposit Closing (as hereinafter defined), shall be paid to Seller at the Closing, plus or minus prorations and other adjustments hereunder, ) by federal wire transfer of immediately available funds, subject to the adjustments and prorations set forth in the Closing Statement (as hereinafter defined) executed by Seller and Purchaser at Closing. 2.3 Within two (2) business Business days following after the Effective Date, Purchaser shall deposit with First American Fidelity National Title Insurance Company, Attn.: Xxxxxx Xxxxxxx, 000 Xxxxxxxxxx Xxxxx Xxxxxxx0000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxxxxx XxxxxXxxx, Xxxxxxxx 00000 ( “00000, Attention: Xxxxxx X. Xxxxxxx (the "Escrow Agent”"), in escrow, an xxxxxxx money deposit in the amount of Two One Hundred Thousand and 00/100 Dollars ($100,000.00) ("Initial Deposit"). In the event that Purchaser pursuant to Section 3.2 hereof notifies Seller prior to the end of the Inspection Period that Purchaser desires to proceed with the purchase of the Property, then within two (2) business days thereafter Purchaser shall deposit an additional One Hundred Fifty Thousand and 00/100 Dollars ($250,000.00150,000.00) ("Additional Deposit") in escrow with the “Initial Deposit”), pursuant to wire instructions to be supplied by Escrow Agent (the “Escrow Wire Instructions”Initial Deposit and Additional Deposit, together with interest earned thereon, are collectively referred to as the "Deposit"). Provided this Agreement remains in full force and effect, prior The Deposit shall become non-refundable to the expiration of the Inspection Period, Purchaser shall deliver an additional deposit of Two Hundred Fifty Thousand and NO/100 ($250,000.00) (the “Second Deposit”, and together with the Initial Deposit, the “Deposit”) into escrow with Escrow Agent pursuant to the Escrow Wire Instructionsexcept as expressly provided herein. The Deposit shall be held in escrow by Escrow Agent pending the Closing. At In the event that Purchaser timely delivers to Seller the Notice to Proceed (hereinafter defined), then at and upon Closing, the Deposit shall be applied against the Purchase Price, or, if this transaction is not consummated, delivered to Seller unless (i) such failure to consummate this transaction is due to the default of Seller as provided for hereunder; (ii) the failure of any condition required as a condition for the Purchaser to close; (iii) this Agreement is terminated by Purchaser pursuant to the express provisions hereof; or Purchaser (iv) as the case may be), in accordance with the terms hereofotherwise explicitly stated herein. The parties agree that the liability of the Escrow Agent to the parties hereto shall be only as expressed expressly set forth in this Agreement. It is specifically agreed that the Escrow Agent shall not be liable for any mistake or error of judgment in the discharge of its functions as Escrow Agent hereunder, but shall be liable only for bad faith or gross negligence. In the event that there shall be any action or legal proceedings involved or arising out of this Agreement, to which action or legal proceeding the Escrow Agent is or may be a party, the Escrow Agent shall be entitled, at any time, in its sole discretion, to pay the Deposit, or any portion thereof, into court, the appropriate State or Federal Court having jurisdiction in Georgia and, upon so doing, it shall be relieved of any further responsibility or liability as to the Deposit. At Purchaser’s election and expense, the The Deposit shall be invested by the Escrow Agent in an interest bearing account, and the interest shall be deemed to constitute part of the Deposit.

Purchase and Sale; Purchase Price. 2.1 Subject (1) Upon and subject to the terms and conditions herein containedhereof, Seller agrees GF BVI shall sell the Purchased Essakane BVI Shares and Orogen shall sell the Purchased Manager Shares to sell to the Purchaser, and the Purchaser shall purchase the Purchased Shares and the Intercompany Account, at the Time of Closing free and clear of all Liens. The Manager hereby agrees to the purchase of the Intercompany Account by the Purchaser from Seller the Property herein described. Orogen. (2) The total aggregate purchase price for the Property shall be Purchased Shares and the sum of Seven Million Nine Hundred Thirty Six Thousand Five Hundred Eight and 00/100 Dollars ($7,936,508.00) Intercompany Account (the “Purchase Price”) shall be US $200,000,000, plus an additional US $5,000,000 on the basis set out below, at the election of the Purchaser by written notice delivered to the Selling Companies no later than 10 Business Days prior to the earlier of Financial Close and the Gold Fields Outside Date, either: (a) in a combination of cash and Consideration Securities (the “Partial Securities Election”)., as follows: 2.2 The Purchase Price, (i) US $150,000,000 in cash at Closing less the Deposit amount in Section 2.01(2)(ii) below; (ii) US$ 21, 962,845 in cash at Closing as hereinafter defined)payment for the Intercompany Account; (iii) US $50,000,000, by the issuance at Closing by Resources of the Consideration Securities to GF BVI; and (iv) US $5,000,000, which amount shall be conditional upon and shall be paid by the Purchaser to Seller at GF BVI if and when (x) Control of Resources or the ClosingPurchaser changes within 12 months from the date of signature of this Agreement, plus or minus prorations (y) all or substantially all of the Assets of Essakane BVI are transferred to a Third Party within 12 months from the date of signature of this Agreement; provided, however, that no payment will be required under this Section 2.01(2)(a)(iv) if, between the date of signature of this Agreement and other adjustments hereunder, by federal wire the time of such change of Control or transfer of immediately available funds.assets, Resources has completed one or more debt or equity financings, including the Resources Public Offering, whereby Resources has raised aggregate net proceeds of at least US $300,000,000; or 2.3 Within two (2b) business days following in cash (the Effective Date, Purchaser shall deposit with First American Title Insurance Company, Attn.: Xxxxxx Xxxxxxx, 000 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000 ( “Escrow AgentFull Cash Election”), as follows: (i) US $200,000,000 in escrow, an xxxxxxx money deposit in cash at Closing less the amount in Section 2.01(2)(ii)(b)(ii) below; (ii) US$ 21, 962,845 in cash at Closing as payment for the Intercompany Account; and (iii) US $5,000,000, which amount shall be conditional upon and shall be paid by the Purchaser to GF BVI if and when (x) Control of Two Hundred Fifty Thousand and 00/100 Dollars Resources or the Purchaser changes within 12 months from the date of signature of this Agreement, or ($250,000.00y) (all or substantially all of the “Initial Deposit”)Assets of Essakane BVI are transferred to a Third Party within 12 months from the date of signature of this Agreement; provided, pursuant to wire instructions to however, that no payment will be supplied by Escrow Agent (required under this Section 2.01(2)(b)(iii) if, between the “Escrow Wire Instructions”). Provided date of signature of this Agreement remains in full force and effectthe time of such change of Control or transfer of assets, prior to Resources has completed one or more debt or equity financings, including the expiration Resources Public Offering, whereby Resources has raised aggregate net proceeds of the Inspection Period, Purchaser shall deliver an additional deposit of Two Hundred Fifty Thousand and NO/100 at least US $300,000,000. ($250,000.003) (the “Second Deposit”, and together with the Initial Deposit, the “Deposit”) into escrow with Escrow Agent pursuant to the Escrow Wire Instructions. The Deposit shall be held in escrow by Escrow Agent pending the Closing. At the Closing, the Deposit shall be applied against the Purchase Price, or, if this transaction is not consummated, delivered to Seller or Purchaser (as the case may be), in accordance with the terms hereof. The parties agree that the liability of Escrow Agent to the parties hereto shall be only as expressed in this Agreement. It is specifically agreed that Escrow Agent shall not be liable for any mistake or error of judgment in the discharge of its functions as Escrow Agent hereunder, but shall be liable only for bad faith or negligence. In the event that there shall be any action or legal proceedings involved or arising out of this Agreement, to which action or legal proceeding Escrow Agent is or may be the Purchaser does not deliver a party, Escrow Agent shall be entitled, at any time, written notice in its sole discretion, to pay the Deposit, or any portion thereof, into court, and, upon so doinga timely manner in accordance with Section 2.01(2), it shall be relieved of any further responsibility or liability as deemed to have made the Full Cash Election. (4) The Purchase Price shall be allocated among the Purchased Shares and paid to the Deposit. At Purchaser’s election and expense, Selling Companies as follows: (a) In the Deposit shall be invested by Escrow Agent in an interest bearing account, and event that the interest shall be deemed to constitute part of the Deposit.Partial Securities Election is made:

Purchase and Sale; Purchase Price. 2.1 a. Subject to the terms and conditions herein containedset forth herein, at the Closing, the Seller agrees shall sell, assign, transfer, convey and deliver to sell to the Purchaser, and the Purchaser agrees to shall purchase from Seller the Property herein describedSeller, free and clear of any Encumbrances, all of the Seller’s right, title and interest in, to and under the Assets (as defined below). The total Seller shall not transfer or assign to the Purchaser, and the Purchaser shall not accept, any liabilities and obligations arising from or relating to Assets and all such obligations and liabilities shall remain with the Seller. b. The aggregate purchase price for the Property Assets (as defined below) shall be the sum of Seven Million Nine Hundred Thirty Six Thousand Five Hundred Eight and 00/100 Dollars ($7,936,508.00) 2,500,000 (the “Purchase Price”). 2.2 The Purchase Price, less c. $500,000 (the Deposit (as hereinafter defined), “Initial Amount”) shall be paid or deemed paid, as applicable, to the Seller at the Closing, plus or minus prorations and other adjustments hereunder, by federal wire transfer of immediately available fundsfunds to an account designated in writing by Seller to Purchaser as follows: i. The Offset Amount has already been paid by the Purchaser to the Seller as of the date of this Agreement and shall be deemed a payment by the Purchaser to the Seller towards the Initial Amount. 2.3 Within two (2) business days ii. $350,000 shall be paid to the Seller immediately following the Effective Date, Purchaser shall deposit with First American Title Insurance Company, Attn.: Xxxxxx Xxxxxxx, 000 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000 ( “Escrow Agent”), in escrow, an xxxxxxx money deposit in the amount execution of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) this Agreement (the “Initial DepositExecution Payment”), pursuant to wire instructions to . iii. $100,000 shall be supplied by Escrow Agent (the “Escrow Wire Instructions”). Provided this Agreement remains in full force and effect, prior paid to the expiration Seller not later than one month following the execution of the Inspection Period, Purchaser shall deliver an additional deposit of Two Hundred Fifty Thousand and NO/100 (this Agreement. d. $250,000.00) 2,000,000 (the “Second Deposit”, and together with the Initial Deposit, the “DepositPhase Payments”) into escrow with Escrow Agent pursuant shall be paid to the Escrow Wire InstructionsSeller by wire transfer of immediately available funds to an account designated in writing by Seller to Purchaser under one of the following two options in the Purchaser’s sole discretion: i. The Purchaser may pay $2,000,000 on August 22, 2016; or ii. The Deposit Purchaser may pay the following amounts (which include interest on the Second Phase Payments) on the following dates: 550,000 August 22, 2016 550,000 February 22, 2017 550,000 August 22, 2017 550,000 February 22, 2018 All payments by the Purchaser to the Seller shall be held in escrow by Escrow Agent pending the Closing. At the Closingmade payable to KLH Properties, the Deposit shall be applied against the Purchase PriceLLC, oran Illinois corporation (“KLH”), if this transaction is not consummated, delivered to Seller or Purchaser (such other party as the case Seller may be), designate in accordance with the terms hereof. The parties agree that the liability of Escrow Agent advance in writing to the parties hereto Purchaser. For the avoidance of doubt, this Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall be only as expressed in this Agreement. It is specifically agreed that Escrow Agent shall not be liable for confer upon any mistake other person or error entity, including without limitation KLH, any legal or equitable right, benefit or remedy of judgment in the discharge of its functions as Escrow Agent hereunder, but shall be liable only for bad faith any nature whatsoever under or negligence. In the event that there shall be any action or legal proceedings involved or arising out by reason of this Agreement, to which action or legal proceeding Escrow Agent is or may be a party, Escrow Agent shall be entitled, at any time, in its sole discretion, to pay the Deposit, or any portion thereof, into court, and, upon so doing, it shall be relieved of any further responsibility or liability as to the Deposit. At Purchaser’s election and expense, the Deposit shall be invested by Escrow Agent in an interest bearing account, and the interest shall be deemed to constitute part of the Deposit.

Purchase and Sale; Purchase Price. 2.1 Subject (a) At the Closing, each of the Sellers shall sell, and the Company shall purchase, each such Seller’s entire right, title and interest in and to the terms Real Property and conditions herein containedeach such Seller’s entire right, Seller agrees title and interest in and to sell to Purchaserthe Tangible Personal Property, Intangible Personal Property, Assumed Contracts and Parking Agreements (the “Associated Property”) free and clear of all liens, claims, security interests, restrictions, and Purchaser agrees to purchase from Seller encumbrances of any nature, except for the Property herein described. Permitted Exceptions (collectively, the “Purchased Property”). (b) The total purchase price for the Purchased Property shall be the sum of Seven an amount equal to an amount that is Four Million Nine Hundred Thirty Six Thousand Five Hundred Eight and 00/100 Dollars ($7,936,508.004,000,000) (“Base Amount”), plus or minus (as the case may) the Prorations as set forth in Article XII (the “Purchase Price”). 2.2 The Purchase Price. Each of the Sellers, less the Deposit on a joint and several basis, shall pay such Seller’s Seller XXX Xxxxx (as hereinafter defineddefined below) percentage of one hundred percent (100%) of the Seller Transaction Costs set forth on the Closing Statement calculated pursuant to Section 10.3(a), but may direct the Company to pay all or part of such amount, in which case such payment shall be netted against and reduce the payment to be made by the Company to such Seller and such payments shall be reflected on the Closing Statement. Xxxxxxx, LLC and Cloud 9, LLC shall each be paid 35% of the net amount (i.e., the Purchase Price net of Seller Transaction Costs paid by the Company, if any) and Propartners in Parking shall be paid to Seller at the Closing, plus or minus prorations and other adjustments hereunder, by federal wire transfer of immediately available funds. 2.3 Within two (2) business days following the Effective Date, Purchaser shall deposit with First American Title Insurance Company, Attn.: Xxxxxx Xxxxxxx, 000 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000 ( “Escrow Agent”), in escrow, an xxxxxxx money deposit in the amount of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) (the “Initial Deposit”), pursuant to wire instructions to be supplied by Escrow Agent (the “Escrow Wire Instructions”). Provided this Agreement remains in full force and effect, prior to the expiration 30% of the Inspection Period, Purchaser shall deliver an additional deposit of Two Hundred Fifty Thousand and NO/100 ($250,000.00) (the “Second Deposit”, and together with the Initial Depositnet amount ( as to each Seller, the “DepositSeller XXX Xxxxx”) into escrow at Closing in accordance with Escrow Agent pursuant Sections 2.3. If the net Prorations result in a credit to the Escrow Wire Instructions. The Deposit shall be held in escrow by Escrow Agent pending Company that exceeds the Closing. At the Base Amount, then, at Closing, Sellers shall pay the Deposit shall be applied against net amount of said credit above the Purchase Price, or, if this transaction is not consummated, delivered Base Amount to Seller or Purchaser (as the case may be), Company in accordance with the terms hereof. The parties agree that the liability of Escrow Agent to the parties hereto shall be only as expressed in this Agreement. It is specifically agreed that Escrow Agent shall not be liable for any mistake or error of judgment in the discharge of its functions as Escrow Agent hereunder, but shall be liable only for bad faith or negligence. In the event that there shall be any action or legal proceedings involved or arising out of this Agreement, to which action or legal proceeding Escrow Agent is or may be a party, Escrow Agent shall be entitled, at any time, in its sole discretion, to pay the Deposit, or any portion thereof, into courtClosing Statement, and, upon so doing, it shall be relieved of any further responsibility or liability as to the Deposit. At Purchaser’s election and expensein such event, the Deposit shall Purchase Price will be invested by Escrow Agent in an interest bearing account, zero and the interest shall be deemed to constitute part of the Deposit00/100 dollars ($0.00).

Purchase and Sale; Purchase Price. 2.1 Subject to (a) On the terms and subject to the conditions herein containedof this Agreement, at the Closing (as defined in Section 2.1), each Seller agrees to shall sell to Purchaser, and Purchaser agrees to shall purchase from Seller each Seller, the Property herein described. The total Shares represented by the stock certificates listed on Schedule 1.1 hereof, free and clear of all Liens, restrictions and claims of all kind for an aggregate purchase price for the Property shall be the sum of Seven Million Nine Hundred Thirty Six Thousand Five Hundred Eight and 00/100 Dollars (equal to $7,936,508.00) 43,900,000 (the “Purchase Price”). 2.2 (b) The Purchase Price, less Price shall be payable as follows: (i) Purchaser shall pay Sellers an aggregate sum of $42,900,000 in cash at Closing in accordance with the Deposit provisions of Section 2.2 hereof; and (ii) Purchaser shall deposit the amount of $1,000,000 (the “Escrow Amount”) in an escrow account (the “Escrow Account”) with an escrow agent (the “Escrow Agent”) to be agreed upon by the Company and the Representative (as hereinafter defineddefined in Section 1.1(c)) pursuant to the terms of an Escrow Agreement in the form attached as Exhibit A (the “Escrow Agreement”), such funds to be held by the Escrow Agent in accordance with the provisions of Section 1.2 hereof, and any amounts remaining in the Escrow Account on the third anniversary of the Closing Date shall be paid to Seller at the ClosingRepresentative, plus or minus prorations and other adjustments hereunder, by federal wire transfer on behalf of immediately available fundsthe Sellers. 2.3 Within two (2c) business days following The Sellers hereby appoint Xxxxxxx X. Xxxxxx, as representative (the Effective Date, Purchaser shall deposit with First American Title Insurance Company, Attn.: Xxxxxx Xxxxxxx, 000 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000 ( “Escrow AgentRepresentative”), in escrow, an xxxxxxx money deposit in the amount who shall act on behalf of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) (the “Initial Deposit”), pursuant Sellers with respect to wire instructions to be supplied by Escrow Agent (the “Escrow Wire Instructions”). Provided this Agreement remains in full force and effect, prior to the expiration of the Inspection Period, Purchaser shall deliver an additional deposit of Two Hundred Fifty Thousand and NO/100 ($250,000.00) (the “Second Deposit”, and together with the Initial Deposit, the “Deposit”) into escrow with Escrow Agent pursuant to the Escrow Wire Instructions. The Deposit shall be held in escrow by Escrow Agent pending the Closing. At the Closing, the Deposit shall be applied against the Purchase Price, or, if this transaction is not consummated, delivered to Seller or Purchaser (as the case may be), in accordance with the terms hereof. The parties agree that the liability of Escrow Agent to the parties hereto shall be only as expressed in this Agreement. It is specifically agreed that Escrow Agent shall not be liable for any mistake or error of judgment in the discharge of its functions as Escrow Agent hereunder, but shall be liable only for bad faith or negligence. In the event that there shall be any action or legal proceedings involved or post-Closing matters arising out of under this Agreement, to which action or legal proceeding including any matters arising under the Escrow Agent is or may be a party, Escrow Agent shall be entitled, at any time, in its sole discretion, to pay Account. Each Seller acknowledges and agrees that the Deposit, or any portion thereof, into court, and, upon so doing, it shall be relieved allocation of any further amounts paid to Sellers or Representative pursuant to this Section 1.1 among such Sellers is the sole responsibility or liability as to the Deposit. At Purchaser’s election and expense, the Deposit shall be invested by Escrow Agent in an interest bearing accountof Sellers, and each Seller agrees that (i) Purchaser shall have no obligation or other responsibility with respect to such allocation and (ii) he or she shall indemnify and hold harmless Purchaser for any liability associated with any such allocation of payments among Sellers. Sellers have provided Purchaser with written instructions setting forth the interest shall be deemed to constitute part agreed allocation among the Sellers of the Depositamounts payable pursuant to each subsection of Section 1.1(b) hereof, and Purchaser is authorized to rely on such instructions and allocation.

Purchase and Sale; Purchase Price. 2.1 Subject to the terms and conditions herein contained, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller Seller, the Property herein describedProperty. The total purchase price (the “Purchase Price”) for the Property shall be the sum of Seven Seventeen Million Nine Hundred Thirty Six Thousand Five Hundred Eight Thousand and 00/100 Dollars ($7,936,508.00) (the “Purchase Price”17,500,000.00). 2.2 The Purchase Price, less Price shall be payable by Purchaser to Seller at the Deposit Closing (as hereinafter defined), shall be paid to Seller at the Closing, plus or minus prorations and other adjustments hereunder, ) by federal wire transfer of immediately available funds, subject to the adjustments and prorations set forth in the Closing Statement (as hereinafter defined) executed by Seller and Purchaser at Closing. 2.3 Within two (2) business days following after the Effective Date, Purchaser shall deposit with First American Fidelity National Title Insurance Company, Attn.: Xxxxxx Xxxxxxx, 000 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000 ( Company (the “Escrow Agent”), 1000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxx, Xxxxxxxx 00000, Attention: Mxxxxx Xxxxxxx, Esq. (phone 200-000-0000; email Mxxxxx.Xxxxxxx@xxx.xxx), in escrow, an xxxxxxx exxxxxx money deposit in the amount of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00) (the “Initial Deposit”). The sum of $100 of the Initial Deposit shall be deemed independent contract consideration and, pursuant notwithstanding anything herein contained to wire instructions the contrary, shall be paid to be supplied by Seller in the event of any termination of this Agreement other than on account of any Seller default hereunder. In the event that Purchaser timely provides a Satisfaction Notice (as hereinafter defined) prior to the end of the Inspection Period (as hereinafter defined) that Purchaser desires to proceed with the purchase of the Property, then the Initial Deposit shall immediately become non-refundable to Purchaser except as otherwise provided herein and Purchaser shall deposit, in escrow with Escrow Agent Agent, the additional sum (the “Escrow Wire InstructionsAdditional Deposit”). Provided this Agreement remains in full force ) of Two Hundred Fifty Thousand and effect, prior 00/100 Dollars ($250,000.00) within two (2) business days after the earlier of the date that Purchaser notifies Seller that it desires to proceed with the purchase of the Property and the expiration of the Inspection Period. The Initial Deposit and the Additional Deposit, Purchaser shall deliver an additional deposit of Two Hundred Fifty Thousand and NO/100 ($250,000.00) (to the “Second Deposit”extent paid, and together with the Initial Deposit, interest earned thereon is hereinafter referred to as the “Deposit”) into escrow with Escrow Agent pursuant to the Escrow Wire Instructions. The Deposit shall be held in escrow by Escrow Agent pending the Closing. At the and upon Closing, the Deposit shall be applied against the Purchase Price, or, if this transaction is not consummated, delivered to Seller unless (i) such failure to consummate this transaction is due to the default of Seller as provided for hereunder; (ii) the failure of any condition required as a condition for Purchaser to close; or (iii) this Agreement is terminated by Purchaser (as pursuant to the case may be), in accordance with the terms express provisions hereof. The parties agree that the liability of the Escrow Agent to the parties hereto shall be only as expressed expressly set forth in this Agreement. It is specifically agreed that the Escrow Agent shall not be liable for any mistake or error of judgment in the discharge of its functions as Escrow Agent hereunder, but shall be liable only for bad faith or gross negligence. In the event that there shall be any action or legal proceedings involved or arising out of this Agreement, to which action or legal proceeding the Escrow Agent is or may be a party, the Escrow Agent shall be entitled, at any time, in its sole discretion, to pay the Deposit, or any portion thereof, into court, the appropriate State or Federal Court having jurisdiction and, upon so doing, it shall be relieved of any further responsibility or liability as to the Deposit. At Purchaser’s election and expenseelection, the Deposit shall be invested by the Escrow Agent in an interest bearing account, and the interest shall be deemed to constitute part of the Deposit.

Purchase and Sale; Purchase Price. 2.1 Subject (1) Upon and subject to the terms and conditions herein containedhereof, Seller agrees GF BVI shall sell the Purchased Essakane BVI Shares and Orogen shall sell the Purchased Manager Shares to sell to the Purchaser, and the Purchaser shall purchase the Purchased Shares and the Intercompany Account, at the Time of Closing free and clear of all Liens. The Manager hereby agrees to the purchase of the Intercompany Account by the Purchaser from Seller the Property herein described. Orogen. (2) The total aggregate purchase price for the Property shall be Purchased Shares and the sum of Seven Million Nine Hundred Thirty Six Thousand Five Hundred Eight and 00/100 Dollars ($7,936,508.00) Intercompany Account (the “Purchase Price”) shall be US $200,000,000, plus an additional US $5,000,000 on the basis set out below, at the election of the Purchaser by written notice delivered to the Selling Companies no later than 10 Business Days prior to the earlier of Financial Close and the Gold Fields Outside Date, either: (a) in a combination of cash and Consideration Securities (the “Partial Securities Election”)., as follows: 2.2 The Purchase Price, (i) US $150,000,000 in cash at Closing less the Deposit amount in Section 2.01(2)(ii) below; (ii) US$ 21, 962,845 in cash at Closing as hereinafter defined)payment for the Intercompany Account; (iii) US $50,000,000, by the issuance at Closing by Resources of the Consideration Securities to GF BVI; and (iv) US $5,000,000, which amount shall be conditional upon and shall be paid by the Purchaser to Seller at GF BVI if and when (x) Control of Resources or the ClosingPurchaser changes within 12 months from the date of signature of this Agreement, plus or minus prorations (y) all or substantially all of the Assets of Essakane BVI are transferred to a Third Party within 12 months from the date of signature of this Agreement; provided, however, that no payment will be required under this Section 2.01(2)(a)(iv) if, between the date of signature of this Agreement and other adjustments hereunder, by federal wire the time of such change of Control or transfer of immediately available funds.assets, Resources has completed one or more debt or equity financings, including the Resources Public Offering, whereby Resources has raised aggregate net proceeds of at least US $300,000,000; or 2.3 Within two (2b) business days following in cash (the Effective Date, Purchaser shall deposit with First American Title Insurance Company, Attn.: Xxxxxx Xxxxxxx, 000 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000 ( “Escrow AgentFull Cash Election”), as follows: (i) US $200,000,000 in escrow, an xxxxxxx money deposit in cash at Closing less the amount in Section 2.01(2)(ii)(b)(ii) below; (ii) US$ 21, 962,845 in cash at Closing as payment for the Intercompany Account; and (iii) US $5,000,000, which amount shall be conditional upon and shall be paid by the Purchaser to GF BVI if and when (x) Control of Two Hundred Fifty Thousand Resources or the Purchaser changes within 12 months from the date of signature of this Agreement, or (y) all or substantially all of the Assets of Essakane BVI are transferred to a Third Party within 12 months from the date of signature of this Agreement; provided, however, that no payment will be required under this Section 2.01(2)(b)(iii) if, between the date of signature of this Agreement and 00/100 Dollars the time of such change of Control or transfer of assets, Resources has completed one or more debt or equity financings, including the Resources Public Offering, whereby Resources has raised aggregate net proceeds of at least US $300,000,000. ($250,000.003) In the event that the Purchaser does not deliver a written notice in a timely manner in accordance with Section 2.01(2), it shall be deemed to have made the Full Cash Election. (4) The Purchase Price shall be allocated among the Purchased Shares and paid to the Selling Companies as follows: (a) In the event that the Partial Securities Election is made: Purchased Essakane Shares US$ 183,032,844 GF BVI US$ 133,032,844 All Purchased Manager Shares US$ 4,311 Orogen US$ 4,311 Nil Intercompany Account US$ 21,962,845 Orogen US$ 21,962,845 Nil (b) In the event that the Full Cash Election is made: Purchased Essakane Shares US$ 183,032,844 GF BVI US$ 183,032,844 Purchased Manager Shares US$ 4,311 Orogen US$ 4,311 Intercompany Account US$ 21, 962,845 Orogen US$ 21, 962,845 (5) Except as otherwise provided, all payments under this Agreement shall be made by the Party making the payment to the Party receiving the payment by wire transfer in same day funds. A Party wishing to receive payment by wire transfer or to direct payment to another Person shall provide written instructions to the Party making the payment not later than the second Business Day prior to the time that payment is to be made. (6) The Parties will, commencing upon the date of signature of this Agreement, endeavour to agree, by no later than the fifth Business Day (the “Initial DepositDiscussion Day”), pursuant to wire instructions to be supplied by Escrow Agent () following the “Escrow Wire Instructions”). Provided date of signature of this Agreement remains in full force and effect, prior to the expiration of the Inspection Period, Purchaser shall deliver an additional deposit of Two Hundred Fifty Thousand and NO/100 ($250,000.00) (the “Second Deposit”, and together with the Initial DepositAgreement, the “Deposit”) into escrow with Escrow Agent pursuant to basis upon which the Escrow Wire Instructions. The Deposit shall Other Securities Price will be held in escrow by Escrow Agent pending the Closing. At the Closing, the Deposit shall be applied against the Purchase Price, ordetermined, if this transaction is not consummated, delivered to Seller or Purchaser (as required for purposes of calculating the case may be), in accordance with the terms hereof. The parties agree that the liability of Escrow Agent to the parties hereto shall be only as expressed in this Agreement. It is specifically agreed that Escrow Agent shall not be liable for any mistake or error of judgment in the discharge of its functions as Escrow Agent hereunder, but shall be liable only for bad faith or negligenceOffering Price. In the event that there the Parties are, by the end of the Discussion Day, unable to agree upon the basis for calculation of the Other Security Price, they will refer the matter to a mutually agreed Canadian independent investment bank, acting through its equity capital markets group, (the “Expert”), who shall, perform all preparatory work required in their discretion in order to enable them to determine the Other Securities Price within the time periods required in this Section 2.01(6). The Expert shall act as an expert and not as an arbitrator and shall deliver its opinion to the Parties no later than 1 Business Day prior to the date of the Final Prospectus. In preparing its opinion the Expert will consult with the agents or underwriters responsible for the Resources Public Offering. The opinion of the Expert shall be any action or legal proceedings involved or arising out of this Agreement, to which action or legal proceeding Escrow Agent is or may be a party, Escrow Agent in writing and shall be entitledof a standard and in a form that would permit the opinion to be publicly disclosed if required. The determination of the Expert will be final and binding upon the Parties and will not be subject to appeal, at any timeabsent manifest error. In the event that the Parties are unable to agree upon the selection of the Expert by the Business Day immediately following the Discussion Day, in its sole discretion, to pay the Deposit, or any portion thereof, into court, andExpert shall, upon so doing, it shall be relieved the request of any further responsibility or liability as to Party, be selected by the Deposit. At Purchaser’s election and expense, the Deposit shall be invested by Escrow Agent in an interest bearing account, and the interest shall be deemed to constitute part President of the DepositProspectors and Developers Association of Canada.

Purchase and Sale; Purchase Price. 2.1 Subject to At the Closing, and upon the terms and subject to the conditions herein containedof this Agreement, each Seller agrees to sell and convey to Purchaserthe Buyer all of its Properties, and Purchaser the Buyer agrees to purchase from Seller purchase, accept and pay for each Seller’s Properties and to assume all of the Property herein describedAssumed Obligations. The total In consideration for the sale of the Properties, the Buyer will pay to the Sellers the purchase price for the Property shall be the sum of Seven Million Nine Hundred Thirty Six Thousand Five Hundred Eight and 00/100 Dollars THREE HUNDRED THIRTY-FIVE MILLION FIVE HUNDRED THIRTY-EIGHT THOUSAND SEVEN HUNDRED EIGHTY-EIGHT DOLLARS ($7,936,508.00335,538,788.00) (the “Purchase Price”). 2.2 The Purchase Price, less the Deposit ) in immediately available funds at Closing (as hereinafter defined), shall be paid pursuant to Seller at the Closing, plus or minus prorations and other adjustments hereunder, by federal wire transfer instructions designated in advance by the Sellers to the Buyer in writing). Subject to the provisions of immediately available funds. 2.3 Within Section 5.12, within two (2) business days following Business Days after the Effective Execution Date, Purchaser shall deposit with First American Title Insurance Company, Attn.: Xxxxxx Xxxxxxx, 000 Xxxxxxxxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000 ( “the Buyer will pay to the Escrow Agent”), in escrow, Agent for the benefit of the Sellers an xxxxxxx money deposit in the amount of Two Hundred Fifty Thousand equal to seven and 00/100 Dollars one half percent ($250,000.007.5%) (the “Initial Deposit”), pursuant to wire instructions to be supplied by Escrow Agent (the “Escrow Wire Instructions”). Provided this Agreement remains in full force and effect, prior to the expiration of the Inspection Periodunadjusted Purchase Price (such amount, Purchaser shall deliver an additional deposit of Two Hundred Fifty Thousand and NO/100 ($250,000.00) (the “Second Deposit”, and together with the Initial Depositall interest earned thereon, the “Deposit”) into escrow with ). The Escrow Agent pursuant to shall hold the Deposit in the Escrow Wire Instructions. The Deposit shall be held Account in escrow by accordance with this Agreement and the Escrow Agent pending the ClosingAgreement. At the Closing, the Deposit shall will be applied against the Purchase Price, or, if this transaction is not consummated, delivered but a portion thereof equal to Seller or Purchaser five percent (as 5%) of the case may be), unadjusted Purchase Price will be retained by the Escrow Agent in accordance with the terms hereof. The parties agree that provisions of this Agreement and the liability of Escrow Agreement and at Closing the Parties shall execute and deliver to the Escrow Agent a Joint Instruction directing the Escrow Agent to release to the parties hereto shall Sellers (in accordance with Section 2.9) an amount equal to 2.5% of the unadjusted Purchase Price from the Escrow Balance. The Purchase Price will be only adjusted (without duplication) as expressed set forth below in this Agreement. It is specifically agreed that Escrow Agent shall not be liable for any mistake or error of judgment in the discharge of its functions as Escrow Agent hereunder, but shall be liable only for bad faith or negligence. In the event that there shall be any action or legal proceedings involved or arising out of this Agreement, to which action or legal proceeding Escrow Agent is or may be a party, Escrow Agent shall be entitled, at any time, in its sole discretion, to pay the Deposit, or any portion thereof, into court, and, upon so doing, it shall be relieved of any further responsibility or liability as to the Deposit. At Purchaser’s election and expense, the Deposit shall be invested by Escrow Agent in an interest bearing account, and the interest shall be deemed to constitute part of the DepositSection 2.