Common use of Royalty Clause in Contracts

Royalty. (a) Concurrently with the exercise of the Option, the Parties will enter into a royalty agreement whereby the Optionee will grant the Royalty to the Optionor with respect to production of all metals from the Property (including any Additional Property added to the Property pursuant to Article 12 of this Agreement), with the Royalty to be payable by the Optionee following commencement of Commercial Production. The royalty agreement shall include the following terms (except as otherwise mutually agreed by the Parties): (i) the Royalty shall be paid within 30 days after receipt of any proceeds of Commercial Production by the Optionee or its permitted assign(s); (ii) within 120 days after the end of each fiscal year of the Optionee during which the Property is in Commercial Production, the records relating to the calculation of the Royalty during that fiscal year shall be audited and any adjustments shall be made forthwith. The audited statements shall be delivered to the Optionor, who shall have 30 days after receipt of such statements to question in writing their accuracy and, failing such question, the statements shall be deemed to be correct; (iii) the Optionor shall have the right, at all reasonable times, to inspect such books and financial records of the Optionee as are relevant to the determination of the Royalty and, at its own expense, to make copies thereof; and (iv) payment of the Royalty shall apply only to Commercial Production conducted on, in or under the Property. (b) The Royalty will be reduced from 2.0% to 1.0% at any time within five (5) years of the commencement of Commercial Production on payment by the Optionee or its permitted assign(s) to the Optionor of $1,500,000. (c) Regardless of whether the Parties will enter into the royalty agreement contemplated in Section 4.1(a), upon the vesting of the Optionee’s 100% Earned Interest, the Optionee will be deemed to have granted the Royalty to the Optionor. The Royalty shall comprise an interest in real property that shall run with and form part of the Property and shall bind the successors and assigns of the Optionee. The Royalty shall attach to any amendments, relocations or conversions of any mining claims or leases comprising the Property, or to any renewals or extensions of leases, and to any mineral rights acquired by the Optionee and any Affiliates in lands embraced within the Property within one year after the loss or relinquishment of any mining claim or lease comprising the Property. (d) If the Parties do not enter into the royalty agreement contemplated in Section 4.1(a), the Royalty shall be governed by the terms and conditions and calculated in accordance with the formula set out in Schedule B hereto.

Royalty. (a) Concurrently with the exercise of the Option, the Parties will enter into a royalty agreement whereby the Optionee Black Shield will grant the Royalty to the Optionor Cariboo with respect to production of all precious metals from the Property (including any Additional Property added to the Property pursuant to Article 12 of this Agreement)Property, with the Royalty to be payable by the Optionee Black Shield following commencement of Commercial Production. The royalty agreement shall include the following terms (except as otherwise mutually agreed by the Parties): (i) the Royalty shall be paid quarterly, within 30 90 days after receipt the end of any proceeds each calendar quarter of Commercial Production by the Optionee or its permitted assign(s)Black Shield; (ii) within 120 days after the end of each fiscal year of the Optionee Black Shield during which the Property is in Commercial Production, the records relating to the calculation of the Royalty during that fiscal year shall be audited and any adjustments shall be made forthwith. The audited statements shall be delivered to the OptionorCariboo, who shall have 30 days after receipt of such statements to question in writing their accuracy and, failing such question, the statements shall be deemed to be correct; (iii) the Optionor Cariboo shall have the right, at all reasonable times, to inspect such books and financial records of the Optionee Black Shield as are relevant to the determination of the Royalty and, at its own expense, to make copies thereof; and (iv) payment of the Royalty shall apply only to Commercial Production conducted on, in or under the Property. (b) The Royalty will be reduced from 2.0% to 1.0% at any time within five (5) years of the commencement of Commercial Production on payment by the Optionee or its permitted assign(s) to the Optionor of $1,500,000. (c) Regardless of whether the Parties will enter into the royalty agreement contemplated in Section 4.1(a3.1(a), upon the vesting of the OptioneeBlack Shield’s 10060% Earned Interest, the Optionee Black Shield will be deemed to have granted the Royalty to the OptionorCariboo. The Royalty shall comprise an interest in real property that shall run with and form part of the Property and shall bind the successors and assigns of the OptioneeBlack Shield. The Royalty shall attach to any amendments, relocations or conversions of any mining claims or leases comprising the Property, or to any renewals or extensions of leases, and to any mineral rights acquired by the Optionee Black Shield and any Affiliates in lands embraced within the Property within one year after the loss or relinquishment of any mining claim or lease comprising the Property. (dc) If the Parties do not enter into the royalty agreement contemplated in Section 4.1(a3.1(a), the Royalty shall be governed by the terms and conditions and calculated in accordance with the formula set out in Schedule B hereto.

Royalty. (a) Concurrently with Licensee shall pay quarterly to Licensor a royalty that is equivalent to the exercise below stated percentage of its Net Proceeds from Sales of Products sold during such quarter pursuant to the license granted herein. 4.1 The royalty rate for Products set forth on Schedule A shall be [redacted**] unless and until Licensee exercises the Exclusivity Option of Section 2.02 of the OptionDistribution Agreement, after which the Parties will enter into a royalty agreement whereby rate for electrosurgical generators sold exclusively by Licensee thereunder shall be [redacted**]. 4.2 Royalties shall be calculated and paid quarterly for all Products sold during each Licensee fiscal quarter, Royalties shall be payable immediately at the Optionee will grant the Royalty to the Optionor with respect to production end of all metals from the Property (including any Additional Property added to the Property pursuant to Article 12 of this Agreement)such fiscal quarter, with the Royalty and are due to be payable received by the Optionee Licensee within forty-five (45) calendar days following commencement of Commercial Production. The royalty agreement shall include the following terms (except as otherwise mutually agreed by the Parties): (i) the Royalty shall be paid within 30 days after receipt of any proceeds of Commercial Production by the Optionee or its permitted assign(s); (ii) within 120 days after the end of each Licensee fiscal year quarter for all sales made during such Licensee fiscal quarter. In the event such royalty payments are not paid when due, Licensee shall be obligated to pay to Licensor interest on the total amount past due (including accrued interest) at a rate of one percent (1%) per month or portion thereof that said payment is late. 4.3 It is understood that on sales by Licensee to its sublicensees or affiliatedcompanies of a particular Product, royalties shall be paid on such sales on theaverage United States Net Proceeds from Sales for that instrument in the quarterlyperiod in which the sale is made regardless of the Optionee during actual price at which the Property instrument is in Commercial Production, the records relating sold to an affiliated company or sublicense or to the calculation ultimate user of the Royalty during that fiscal year instrument. Licensee will pay only a single royalty per device sold by Licensee or its sublicensees or affiliates. 4.4 For purposes of this Agreement, “Net Proceeds from Sales” shall be audited meanLicensee’s billing price of Products, less discounts allowed, credits for claims orallowances, returns, and any adjustments shall be made forthwith. The audited statements shall be delivered less taxes or other government charges added to the Optionor, who faceof the invoice and paid by Licensee. 4.5 Licensee shall have 30 days after receipt keep true books of such statements account containing an accurate and complete record of all data necessary for the computation of royalties payable to question in writing their accuracy and, failing such question, the statements shall be deemed to be correct; (iii) the Optionor shall have the right, at all reasonable times, to inspect such books and financial records of the Optionee as are relevant to the determination of the Royalty andLicensor hereunder. Licensor shall, at its own expense, have the right to make copies thereof; and (iv) payment nominate an independent certified public accountant who shall have access, during reasonable business hours, but no more than once per year, to such of Licensee’s records as are necessary to verify the accuracy of the Royalty royalty payments made under this license. If in an audit of Licensee’s records it is determined, and not disputed, that there is a shortfall in royalties reported for any reporting period under this Agreement, Licensee shall, upon request by Licensor, pay such shortfall (with interest as described in Section 4.2) within ten (10) business days and, if the shortfall is three percent (3%) or more in royalties reported for the audited period, Licensee shall apply only to Commercial Production conducted on, in or under also reimburse Licensor for the Property. (b) The Royalty will be reduced from 2.0% to 1.0% at any time within five (5) years reasonable out-of-pocket costs of the commencement of Commercial Production on payment by the Optionee or its permitted assign(s) to the Optionor of $1,500,000audit. (c) Regardless of whether the Parties will enter into the royalty agreement contemplated in Section 4.1(a), upon the vesting of the Optionee’s 100% Earned Interest, the Optionee will be deemed to have granted the Royalty to the Optionor. The Royalty shall comprise an interest in real property that shall run with and form part of the Property and shall bind the successors and assigns of the Optionee. The Royalty shall attach to any amendments, relocations or conversions of any mining claims or leases comprising the Property, or to any renewals or extensions of leases, and to any mineral rights acquired by the Optionee and any Affiliates in lands embraced within the Property within one year after the loss or relinquishment of any mining claim or lease comprising the Property. (d) If the Parties do not enter into the royalty agreement contemplated in Section 4.1(a), the Royalty shall be governed by the terms and conditions and calculated in accordance with the formula set out in Schedule B hereto.

Royalty. (ai) Concurrently with the exercise Buyer shall pay to Takara U.S. a Royalty Rate * * * * * * * * * * of the Option“Invoice Price” of the Products, regardless of whether Buyer purchases the Parties will enter into Products from Seller or manufactures the Products. The specific Royalty Rate on a royalty agreement whereby specific Product shall be mutually agreed upon by the Optionee will grant parties depending upon the profit level of Buyer and shall be listed on the Schedules. However, any Product manufactured by or for Buyer in Hong Kong or an Asian country by Buyer or a third party for Buyer shall be subject to a Royalty rate of * * * * *. The definition “Invoice Price” shall be Buyer’s Invoice Price minus * * * * * to cover any and all deductions and allowances. There shall be no additional deduction from royalties owed Takara U.S. for uncollectible accounts, fees, impositions, payments or expenses of any kind. Withholding taxes may be deducted from said royalties, if required, but only to the Optionor with respect extent that Buyer shall provide to production Takara U.S. a valid original U.S. government tax receipt showing the amount of all metals from such taxes withheld. All royalties due to Takara U.S. shall accrue upon the Property (including any Additional Property added to sale of the Property pursuant to Article 12 PRODUCTS regardless of the time of collection by Xxxxx. For purposes of this Agreement), with the Royalty to be payable by the Optionee following commencement of Commercial Production. The royalty agreement shall include the following terms (except as otherwise mutually agreed by the Parties): (i) the Royalty PRODUCTS shall be considered “sold” upon the date when it is billed or invoiced, shipped or paid within 30 days after receipt of any proceeds of Commercial Production by the Optionee or its permitted assign(s);for, whichever occurs first. (ii) within 120 days after Buyer shall pay a minimum royalty of * * * * * * * * * * annually to maintain the end exclusiveness of each fiscal year of the Optionee during which the Property is in Commercial Production, the records relating its right to the calculation of PRODUCTS listed on the Royalty during that fiscal year shall be audited and any adjustments shall be made forthwithSchedules. The audited statements shall be delivered If Buyer fails to pay the Optionorminimum royalty, who shall have 30 days after receipt of such statements to question in writing their accuracy and, failing such question, the statements shall be deemed to be correct; (iii) the Optionor Takara U.S. shall have the rightoption of cancelling the Agreement in its entirety or of converting the Agreement into a nonexclusive right to sell the PRODUCTS. If the Agreement is cancelled, at all reasonable timesBuyer shall have the right to sell any PRODUCTS in its possession, to inspect such books and financial records of the Optionee as are relevant subject to the determination of the Royalty and, at its own expense, to make copies thereof; and (iv) payment of royalties and the Royalty terms of this Agreement for a period of Six (6) Months. Upon cancellation, Buyer shall apply only to Commercial Production conducted on, assist in or under the Property. (b) The Royalty will be reduced from 2.0% to 1.0% at any time within five (5) years of the commencement of Commercial Production on payment by the Optionee or its permitted assign(s) to the Optionor of $1,500,000. (c) Regardless of whether the Parties will enter into the royalty agreement contemplated in Section 4.1(a), upon the vesting of the Optionee’s 100% Earned Interest, the Optionee will be deemed to have granted the Royalty to the Optionor. The Royalty shall comprise an interest in real property that shall run with and form part of the Property and shall bind the successors and assigns of the Optionee. The Royalty shall attach to any amendments, relocations or conversions of any mining claims or leases comprising the Property, or to any renewals or extensions of leases, and to any mineral transferring all rights acquired by Buyer to the Optionee PRODUCTS including, but not limited to, copyrights, trademarks, and any Affiliates licenses to Buyer upon Seller’s written request. Buyer shall further refrain from selling the same type of PRODUCTS anywhere in lands embraced within the Property within one year after the loss or relinquishment of any mining claim or lease comprising the Propertyworld. (d) If the Parties do not enter into the royalty agreement contemplated in Section 4.1(a), the Royalty shall be governed by the terms and conditions and calculated in accordance with the formula set out in Schedule B hereto.

Royalty. 10.1 Within thirty (a30) Concurrently with the exercise of the Option, the Parties will enter into a royalty agreement whereby the Optionee will grant the Royalty to the Optionor with respect to production of all metals from the Property (including any Additional Property added to the Property pursuant to Article 12 of this Agreement), with the Royalty to be payable by the Optionee days following commencement of Commercial Production. The royalty agreement shall include the following terms (except as otherwise mutually agreed by the Parties): (i) the Royalty shall be paid within 30 days after receipt of any proceeds of Commercial Production by the Optionee or its permitted assign(s); (ii) within 120 days after the end of each fiscal year of the Optionee during which the Property is in Commercial Productioncalendar month, the records relating Licensee shall pay to Licensor a Royalty Fee equal to the calculation product of the Royalty during that fiscal year Rate and Licensee's gross sales for such month. This royalty rate will be calculated by using arm's length standards as determined by commonly accepted intercompany pricing methodologies, and shall be audited and any adjustments shall be made forthwith. The audited statements shall be delivered to presented in a report including an outline of the Optionorindustry, who shall have 30 days after receipt of such statements to question the specific practices within the industry, the property in writing their accuracy and, failing such question, the statements pricing methodologies considered, a transfer pricing report from PricewaterhouseCoopers LLP as to the most appropriate method to employ in such determinations, data in support of this method, and the ultimate rate. Thirty (30) days after Licensee's books have been closed for the fiscal year, in the event that the total Licensee year-end gross sales figure varies from the sum of the twelve monthly gross sales figures for that fiscal year, Licensee shall pay Licensor a single "true-up" payment to compensate Licensor for any additional gross sales for which the Royalty Fee was not paid, or, if appropriate, Licensor shall reimburse Licensee for any overpayment. 10.2 Notwithstanding anything therein to the contrary, the parties agree that the Royalty Fee shall be deemed evaluated annually in connection with the transfer pricing study prepared in accordance with Internal Revenue Code Section 482 and regulations promulaged thereunder, and, if warranted, a new Royalty Fee based on such evaluation may be established. In the event that the new Royalty Fee is unacceptable to be correct; (iii) the Optionor shall have the rightLicensee, at all reasonable times, to inspect such books and financial records of the Optionee as are relevant to the determination of Licensee may request that the Royalty andFee be evaluated by a mutually agreed upon independent party, at its own expense, to make copies thereof; and (iv) payment and a new Royalty Fee based on such evaluation established. The cost of the Royalty any such evaluations shall apply only to Commercial Production conducted on, in or under the Propertybe born by Licensee. (b) The 10.3 If Licensee and Licensor are not able to agree upon a new Royalty will be reduced from 2.0% to 1.0% at any time within five (5) years of the commencement of Commercial Production on payment by the Optionee or its permitted assign(s) to the Optionor of $1,500,000. (c) Regardless of whether the Parties will enter into the royalty agreement contemplated in Section 4.1(a)Rate, upon the vesting of the Optionee’s 100% Earned Interest, the Optionee will be deemed to have granted the Royalty to the Optionor. The Royalty shall comprise an interest in real property that shall run with and form part of the Property and shall bind the successors and assigns of the Optionee. The Royalty shall attach to any amendments, relocations or conversions of any mining claims or leases comprising the Property, or to any renewals or extensions of leases, and to any mineral rights acquired by the Optionee and any Affiliates in lands embraced within the Property within one year after the loss or relinquishment of any mining claim or lease comprising the Property. (d) If the Parties do not enter into the royalty agreement contemplated in Section 4.1(a), the Royalty such dispute shall be governed settled by the terms and conditions and calculated arbitration in accordance with the formula set out Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in Schedule B heretoany court having jurisdiction thereof. The decision of the arbitrator(s) shall be binding on the Parties.

Royalty. (a) Concurrently with 4.1 During the exercise Lease Period, at any time following the commencement of the OptionCommercial Production, the Parties will enter into a royalty agreement whereby the Optionee will grant shall pay the Royalty to the Optionor Underlying Owner in accordance with respect Section 4.2. The Parties may agree to production of all metals from enter into a further agreement setting out the Property (including any Additional Property added terms relating to the Property pursuant to Article 12 calculation and payment of this Agreement), with the Royalty provided such agreement contains at a minimum the terms and conditions set out in this Article 4. If no such agreement is entered into by the Parties then this Agreement will continue to be binding in respect of the rights relating to the Royalty. 4.2 Installments of the Royalty payable shall be paid by the Optionee following commencement of Commercial Production. The royalty agreement shall include to the following terms Underlying Owner within thirty (except as otherwise mutually agreed by the Parties): (i30) the Royalty shall be paid within 30 days after receipt of any proceeds of Commercial Production by the Optionee or its permitted assign(s); (ii) within 120 days after the end of each fiscal calendar quarter. 4.3 In the event the aggregate Royalty paid to the Underlying Owner in any calendar year does not exceed the Minimum Royalty, the Optionee shall make an additional payment to the Underlying Owner within thirty (30) days after the end of such calendar year such that the total Royalty received by the Underlying Owner in that year equals the Minimum Royalty; provided that the amount of the Minimum Royalty shall be prorated for the calendar year during which the Royalty first becomes payable. For greater certainty, except with respect to the first year that the Royalty is paid, in no circumstances shall the total Royalty received by the Underlying Owner in any calendar year be less than the Minimum Royalty. 4.4 Not later than one-hundred-twenty (120) days after the end of each calendar year with respect to which the Royalty is due, the books and records of the Optionee during which the Property is in Commercial Production, the records relating to operations on the Exercised Leases and the statement of operations, which shall include the calculation of the Royalty during that fiscal year for such year, shall be audited and any adjustments shall be made forthwithavailable for review by the Underlying Owner or its representatives. The audited statements shall be delivered to the Optionor, who Underlying Owner shall have 30 sixty (60) days after receipt review of such statements information to question the accuracy thereof in writing their accuracy and, failing such questionobjection, the statements shall be deemed to be correct;correct thereafter. (iii) 4.5 If the Optionor shall have the right, at all reasonable times, to inspect such books and financial records of Parties determine that any overpayment by the Optionee as are relevant to the determination of the Royalty andhas occurred, at its own expense, to make copies thereof; and (iv) payment the amount of the overpayment shall be deducted from future installments of the Royalty shall apply only payable (including amounts payable pursuant to Commercial Production conducted on, in or under the PropertySection 4.3 hereof). (b) The Royalty will be reduced from 2.0% to 1.0% at 4.6 If Underlying Owner determines that any time within five (5) years of the commencement of Commercial Production on payment underpayment by the Optionee or its permitted assign(s) to the Optionor of $1,500,000. (c) Regardless of whether the Parties will enter into the royalty agreement contemplated in Section 4.1(a), upon the vesting of the Optionee’s 100% Earned InterestRoyalty has occurred, the Optionee will amount thereof shall be deemed to have granted the Royalty to the Optionor. The Royalty shall comprise an interest in real property that shall run with and form part of the Property and shall bind the successors and assigns of the Optionee. The Royalty shall attach to any amendments, relocations or conversions of any mining claims or leases comprising the Property, or to any renewals or extensions of leases, and to any mineral rights acquired paid by the Optionee and to the Underlying Owner promptly after notice thereof by Underlying Owner (but in any Affiliates in lands embraced event within 30 calendar days following the Property within one year after the loss or relinquishment date of any mining claim or lease comprising the Propertysuch notice). (d) If the Parties do not enter into the royalty agreement contemplated in Section 4.1(a), the Royalty shall be governed by the terms and conditions and calculated in accordance with the formula set out in Schedule B hereto.

Royalty. (a) Concurrently with the exercise of the Option, the Parties will enter into SCANNER shall pay to LICENSOR a royalty agreement whereby in the Optionee will grant amount of five percent (5%) of SCANNER'S Gross Sales until such time as the Royalty to the Optionor with respect to production stock of all metals from the Property (including any Additional Property added to the Property pursuant to Article 12 of this Agreement), with the Royalty to SCANNER shall be payable by the Optionee following commencement of Commercial Production. The royalty agreement shall include the following terms (except as otherwise mutually agreed by the Parties):registered and becomes freely tradeable. (ib) the Royalty shall be paid within 30 days after receipt of any proceeds of Commercial Production by the Optionee or its permitted assign(s); Within sixty (ii60) within 120 days after the end of each fiscal year calendar quarter during the term of the Optionee during which the Property is in Commercial Productionthis Agreement, the records relating SCANNER will report to the calculation of the Royalty during that fiscal year shall be audited and any adjustments shall be made forthwith. The audited statements shall be delivered to the Optionor, who shall have 30 days after receipt of such statements to question LICENSOR in writing their accuracy andwhether or not any royalties have been earned under paragraph 3(a) of this Agreement during such calendar quarter, failing and the total amount of any royalties so earned during such question, the statements shall be deemed to be correct; (iii) the Optionor shall have the right, at all reasonable times, to inspect such books and financial records of the Optionee as are relevant to the determination of the Royalty and, at its own expense, to make copies thereof; and (iv) payment of the Royalty shall apply only to Commercial Production conducted on, in or under the Property. (b) The Royalty calendar quarter. Such royalties will be reduced from 2.0% paid to 1.0% at any time within five (5) years LICENSOR contemporaneously with the rendering of this statement. SCANNER will continue to render statements following the commencement termination of Commercial Production on payment by the Optionee or its permitted assign(s) this Agreement, until all sales made pursuant to the Optionor of $1,500,000this Agreement have been accounted for. (c) Regardless For the purpose of computing royalties, the SCANNER PRODUCTS will be considered sold when billed, shipped, or paid for, whichever comes first and whether the Parties will enter into the royalty agreement contemplated in Section 4.1(a), upon the vesting of the Optionee’s 100% Earned Interest, the Optionee will be deemed to have granted the Royalty to the Optionor. The Royalty shall comprise an interest in real property that shall run with and form part of the Property and shall bind the successors and assigns of the Optionee. The Royalty shall attach to any amendments, relocations products are purchased or conversions of any mining claims or leases comprising the Property, or to any renewals or extensions of leases, and to any mineral rights acquired leased by the Optionee and any Affiliates in lands embraced within the Property within one year after the loss or relinquishment of any mining claim or lease comprising the PropertySCANNER'S customers. (d) If SCANNER shall keep full, clear, and accurate records with respect to sales of SCANNER PRODUCTS. LICENSOR shall have the Parties do not enter into right through its accredited representatives to examine and audit during usual business hours all such records and such other records and accounts as may, under recognized accounting practices, contain information bearing upon the amount of royalty agreement contemplated in Section 4.1(a), the Royalty payable to LICENSOR under this Agreement. Prompt adjustment shall be governed made by the terms proper party to compensate for any errors or omissions disclosed by such examination and conditions audit. Neither such right to examine and calculated audit, nor the right to receive such adjustment shall be affected by any statement to the contrary appearing on check or otherwise, unless such statement appears in accordance with a letter, signed by the formula set out in Schedule B heretoparty having such right and delivered to the other party, expressly waiving such right.

Royalty. (a) Concurrently with During each applicable Production Line Period (as defined below), FCA will pay to IM Fasemex, Agben and Proveedora (the exercise “Royalty Payees”) (i) 1.2% of FCA’s Railcar Sales Net Revenue (as defined below) and (ii) 1.5% of FCA’s Tank Car Sales Net Revenue (as defined below; the Optionpayment specified in this clause (ii) and clause (i) of this sentence, collectively, the Parties will enter into a royalty agreement whereby “Royalty”) on and subject to the Optionee will grant terms and conditions of this Agreement. The Royalty shall be paid to the account specified on Exhibit I attached hereto (the “Account”) for further remittance to the Royalty to Payees in the Optionor proportions also specified on Exhibit I. FCA’s obligations with respect to production of all metals from the Property (including any Additional Property added such payment shall be complete when paid to the Property pursuant to Article 12 of this AgreementAccount. (b) During each applicable Production Line Period (as defined below), a Royalty obligation shall accrue, with respect to each Railcar or Tank Car (as such terms are defined below), upon the Royalty sale of (i) such new railcar or converted, modified, refurbished or repaired railcar, other than tank cars, to third parties or to FCA for its own leasing fleet (the “Railcars”), or (ii) such new tank car or converted, modified, refurbished or repaired tank car, to third parties or to FCA for its own leasing fleet (the “Tank Cars”) (the Railcars and the Tank Cars, collectively, the “Products”). A Product shall be payable by the Optionee following commencement of Commercial Production. The royalty agreement considered “sold” when such Product is shipped and FCA is paid in full for such Product when sold to third parties or when shipped to FCA when it will use them for its own leasing fleet and “repaired” shall include the following terms mean programmed repair work, excluding under warranty repair works and normal course field repairs. (except as otherwise mutually agreed by the Parties): c) With respect to (i) the first and second production lines that have been constructed to produce railcars or tank cars at the Castaños facility in Xxxxxxxx, Mexico (the “Castaños Facility”), a Royalty shall only accrue for a period of seventeen (17) years, commencing retroactively on September 1st, 2020; (ii) the third and fourth production lines, if and when constructed by FCA to produce railcars or tank cars at the Castaños Facility, a Royalty shall only accrue for a period of seventeen (17) years, commencing on the first day of the month during which production commences on the third or fourth lines, whichever is earlier; and (iii) any other production lines constructed by FCA at the Castaños Facility or elsewhere within Mexico, a Royalty shall only accrue for a period of years, commencing on the first day of the month during which production commences on such additional line(s) and ending on the same date that the Royalty obligation for the first and second production lines ended ((i), (ii) and (iii) together, the “Production Line Periods”). It is the understanding of the parties that the third and fourth production lines, if and when constructed by FCA, shall be built at the Castaños Facility if all reasonable conditions necessary to construct and operate these lines are met with the reasonable cooperation of the Parties. (d) The Royalty shall be paid within 30 days after receipt of any proceeds of Commercial Production calculated in accordance with Sections 1(a) and 1(b) on a calendar quarter basis (the “Royalty Period”) by the Optionee or its permitted assign(s); FCA and shall be payable by FCA no later than thirty (ii30) within 120 calendar days after the end of the preceding full quarterly period. For purposes of clarity, the Royalty calculated for any given Royalty Period will include any deemed sales (pursuant to Section 1(b)), during such Royalty Period. (e) For each fiscal year Royalty Period, within fifteen (15) business days of the Optionee during which the Property is in Commercial Productionend of such period, the records relating to the calculation of FCA shall provide the Royalty during that fiscal year Payees with a written royalty statement. Such royalty statement shall be audited certified as accurate by a duly authorized officer of FCA reciting (i) the number and any adjustments shall be made forthwith. The audited statements shall be delivered types of Railcars or Tank Cars sold (or deemed sold pursuant to Section 1(b)) during the Optionorapplicable Royalty Period, who shall have 30 days after receipt of such statements to question in writing their accuracy and(ii) the applicable end customers gross invoice, failing such question, the statements shall be deemed to be correct; and (iii) the Optionor shall have the rightcosts of freight, at all reasonable times, to inspect such books insurance and/or custom duties and financial records of the Optionee as are relevant to the determination of the Royalty and, at its own expense, to make copies thereof; and (iv) payment of the Royalty shall apply only to Commercial Production conducted on, in fees excluded from Railcar Sales Net Revenue or under the PropertyTank Car Sales Net Revenue for each shipment. (b) The Royalty will be reduced from 2.0% to 1.0% at any time within five (5) years of the commencement of Commercial Production on payment by the Optionee or its permitted assign(s) to the Optionor of $1,500,000. (c) Regardless of whether the Parties will enter into the royalty agreement contemplated in Section 4.1(a), upon the vesting of the Optionee’s 100% Earned Interest, the Optionee will be deemed to have granted the Royalty to the Optionor. The Royalty shall comprise an interest in real property that shall run with and form part of the Property and shall bind the successors and assigns of the Optionee. The Royalty shall attach to any amendments, relocations or conversions of any mining claims or leases comprising the Property, or to any renewals or extensions of leases, and to any mineral rights acquired by the Optionee and any Affiliates in lands embraced within the Property within one year after the loss or relinquishment of any mining claim or lease comprising the Property. (d) If the Parties do not enter into the royalty agreement contemplated in Section 4.1(a), the Royalty shall be governed by the terms and conditions and calculated in accordance with the formula set out in Schedule B hereto.

Royalty. (a) Concurrently Licensee agrees to transfer or pay to Licensor, for granting the rights and licenses described in Section 2 hereof: (1) Licensee agrees to issue shares of common stock of Licensee (the "Common Stock") to Licensor, valued equally with the exercise founders' shares, equal to twenty-three and one-half percent (23.5%) of the Option, total shares or 235,000 shares of Licensee's Common Stock. Licensee agrees to grant piggyback registration rights in the Parties will enter into a Common Stock if and when Licensee makes an initial public offering of its securities. (2) A royalty agreement whereby which shall be computed as three percent (3%) of Licensee's gross revenues from sales of the Optionee will grant the Royalty Product and any Derivative Product licensed by Licensee from Licensor and services related to the Optionor with respect to production of all metals Product and any Derivative Product licensed by Licensee from the Property (including any Additional Property added to the Property pursuant to Article 12 of this Agreement)Licensor, with the Royalty to be payable by the Optionee following commencement of Commercial Production. The royalty agreement shall include the following terms (except as otherwise mutually agreed by the Parties): (i) the Royalty such shall be computed in accordance with generally accepted accounting principles; and paid within 30 days after receipt of any proceeds of Commercial Production by the Optionee or its permitted assign(s); (ii) within 120 days after following the end of each fiscal quarterly Payment Period as set forth in Section 12 hereinbelow (the "Quarterly Royalty Payments"). (3) Subject to events of Force Majeure, Licensee agrees to pay Licensor minimum Quarterly Royalty Payments that shall, in the aggregate, total not less than Two Hundred Fifty Thousand Dollars ($250,000) (the "Minimum Royalty") for the "Minimum Royalty Year". The Minimum Royalty Year is defined as the second year of a two-year period, with such two-year period commencing on the Optionee during which the Property is in Commercial Production, the records relating to the calculation first day of any commercial sales of the Royalty during that fiscal year shall be audited and any adjustments shall be made forthwith. The audited statements shall be delivered to the Optionor, who shall have 30 days after receipt of such statements to question in writing their accuracy and, failing such question, the statements shall be deemed to be correct; (iii) the Optionor shall have the right, at all reasonable times, to inspect such books and financial records of the Optionee as are relevant to the determination of the Royalty and, at its own expense, to make copies thereof; and (iv) payment of the Royalty shall apply only to Commercial Production conducted on, in Product or under the Propertylicensed Derivative Product. (b) The Royalty will Licensor agrees to transfer or pay to Licensee, for permitting Licensor to retain the rights and licenses to the Reserved Products described in Section 2 hereof: (1) A royalty which shall be reduced from 2.0% to 1.0% at any time within computed as five percent (5%) years of Licensor's gross revenues from sales of Reserved Products and services related to the Reserved Products, as set forth on Exhibit "D", which incorporate or utilize any of the commencement of Commercial Production on payment by the Optionee Product, Derivative Product or its permitted assign(s) to the Optionor of $1,500,000. (c) Regardless of whether the Parties will enter into the royalty agreement contemplated in Section 4.1(a)TechnoLogy, upon the vesting of the Optionee’s 100% Earned Interest, the Optionee will be deemed to have granted the Royalty to the Optionor. The Royalty shall comprise an interest in real property that shall run with and form part of the Property and shall bind the successors and assigns of the Optionee. The Royalty shall attach to any amendments, relocations or conversions of any mining claims or leases comprising the Property, or to any renewals or extensions of leases, and to any mineral rights acquired by the Optionee and any Affiliates in lands embraced within the Property within one year after the loss or relinquishment of any mining claim or lease comprising the Property. (d) If the Parties do not enter into the royalty agreement contemplated in Section 4.1(a), the Royalty as such shall be governed by the terms and conditions and calculated computed in accordance with generally accepted accounting principles; and paid following the formula end of each quarterly Payment Period as set out forth in Schedule B heretoSection 3.2 hereinbelow.

Royalty. (a) Concurrently with In consideration for the exercise grant of the OptionSublicense, HPC shall pay to EarthShell a sliding-scale royalty (the Parties will enter into a royalty agreement whereby the Optionee will grant the Royalty to the Optionor with respect to production of all metals from the Property (including any Additional Property added to the Property pursuant to Article 12 of this Agreement), with the Royalty to be payable by the Optionee following commencement of Commercial Production. The royalty agreement shall include the following terms (except "ROYALTY") each calendar quarter as otherwise mutually agreed by the Parties): (i) the Royalty shall be paid within 30 days after receipt of any proceeds of Commercial Production by the Optionee or its permitted assign(s); (ii) within 120 days after the end of each fiscal year of the Optionee during which the Property is in Commercial Production, the records relating to the calculation of the Royalty during that fiscal year shall be audited and any adjustments shall be made forthwith. The audited statements shall be delivered to the Optionor, who shall have 30 days after receipt of such statements to question in writing their accuracy and, failing such question, the statements shall be deemed to be correct; (iii) the Optionor shall have the right, at all reasonable times, to inspect such books and financial records of the Optionee as are relevant to the determination of the Royalty and, at its own expense, to make copies thereof; and (iv) payment of the Royalty shall apply only to Commercial Production conducted on, in or under the Propertyset forth on Exhibit D hereto. (b) The Royalty will be reduced from 2.0% to 1.0% at any time within five Within fourteen (514) years days of the commencement last day of Commercial Production on each calendar quarter, HPC shall pay to EarthShell the Royalty payable in respect of all Products shipped and invoiced by HPC during such calendar quarter. Each Royalty payment shall be accompanied by a written report (the "ROYALTY REPORT") prepared by HPC and certified as accurate by the Optionee Chief Financial Officer or its permitted assign(sController of HPC. Each Royalty Report shall set forth, for the calendar quarter covered by the Royalty Report, (i) the number of each of the Products shipped by HPC, (ii) the gross invoice price for each of such Products, and (iii) any reductions to the Optionor gross invoice price for purposes of $1,500,000calculating Net Sales. (c) Regardless of whether the Parties will enter into the royalty agreement contemplated All Royalty payments due under this Agreement shall be paid by HPC in Section 4.1(a), upon the vesting of the Optionee’s 100% Earned Interest, the Optionee will be deemed to have granted the Royalty to the Optionor. The Royalty shall comprise an interest in real property that shall run with and form part of the Property and shall bind the successors and assigns of the Optionee. The Royalty shall attach to any amendments, relocations or conversions of any mining claims or leases comprising the Property, or to any renewals or extensions of leases, and to any mineral rights acquired by the Optionee and any Affiliates in lands embraced within the Property within one year after the loss or relinquishment of any mining claim or lease comprising the PropertyUnited States dollars. (d) If HPC fails to make a timely payment due under this Section 4, interest at an annual rate equal to twelve percent (12%) shall accrue on the amount of payment for each day such payment is overdue; provided, however, that such interest rate shall in no event exceed the maximum rate permitted by applicable law. (e) Any failure to make timely payment of any Royalty shall constitute a material breach for purposes of Section 13(b) hereof unless such failure relates to any amount as to which there is a bona fide dispute; provided that HPC in all events will be in material breach of this Agreement if it fails to pay any amount within 60 days of the date when due, whether or not HPC is then contesting whether such payment is then due and payable under the terms of this Agreement (it being understood that HPC will not be in breach by reason of any failure to pay amounts that EarthShell later agrees are not due and payable hereunder or that are determined pursuant to any arbitration initiated pursuant to Section 21 not have been due and payable hereunder). In the event that HPC disputes in good faith a good faith written claim for Royalties made by EarthShell (the "Disputed Royalties"), and HPC deposits such Disputed Royalties into an interest-bearing escrow account for the benefit of EarthShell with its primary banking institution within thirty (30) days of such claim, then HPC shall not be deemed to be in material breach of this Agreement if it is later found that the Disputed Royalties were due. The Parties shall effect the dispute resolution procedures set forth in Section 21 to determine how to distribute such Disputed Royalties. Any expenses associated with the escrow account shall be borne entirely by the non-prevailing Party, or split accordingly if both Parties receive a portion of the Disputed Royalties. (f) EarthShell acknowledges that the Royalties payable by HPC to EarthShell under this Agreement may be subject to withholding taxes that may be assessed under applicable law by any jurisdiction in the Territory and, if HPC is required to so withhold any tax on Royalties, then the amount of Royalties actually remitted to EarthShell will be net of such withholding. HPC will promptly furnish EarthShell with the official receipt of payment of these taxes to the appropriate taxing authority. Subject to any lender consent that HPC may be required to obtain in connection therewith (which consent HPC agrees to use reasonable efforts to obtain) following the Effective Date and at EarthShell's option, the Parties do not enter into the royalty agreement contemplated in Section 4.1(a), agree to cooperate to restructure the Royalty shall payments payable hereunder in a manner that will optimize the tax treatment of such payments, including by possibly converting the Royalty obligation into a profits participation by EarthShell in HPC (it being agreed that any such restructuring would not be governed by intended to adversely affect the terms and conditions and calculated in accordance with the formula set out in Schedule B heretonet economic benefits intended to be conferred on HPC hereby).

Royalty. 7.1 In consideration of the license granted herein, Licensee shall pay to Licensor a fixed, annual royalty (athe “Royalty”) Concurrently equal to $1,150,000, in accordance with the exercise provisions of Section 7.2. 7.2 The initial annual Royalty payment (from the date hereof until the first anniversary of the Optiondate hereof) shall be due and payable in one lump sum on December 31, 2009. Thereafter, the Parties will enter into a royalty agreement whereby Royalty payable hereunder shall be paid quarterly at the Optionee will grant close of each three (3) month period during the Royalty term of this Agreement (or portion thereof in the event of prior termination for any reason) commencing with the quarter ending March 23, 2010. 7.3 Any payments which are made to Licensor hereunder after the due date required therefore shall bear interest at the prime rate announced from time to time by Bank of America, N.A., from the date such amount became due until the date of payment. Licensor’s right hereunder to interest on late payment shall not preclude Licensor from exercising any of its other rights or remedies pursuant to this Agreement or otherwise with regard to Licensee’s failure to make timely remittance. 7.4 In addition to the Optionor with respect rights granted to production of all metals from the Property (including any Additional Property added to the Property RB pursuant to Article 12 Section 3.2 of the Stockholders Agreement, in the event the Licensee at any time fails to pay any Royalty required under this AgreementAgreement (a “Royalty Default”), with during the continuance of any such Royalty to be payable by the Optionee following commencement of Commercial Production. The royalty agreement shall include the following terms (except as otherwise mutually agreed by the Parties): Default, (i) RB shall have the Royalty right to appoint one of the seven directors required under Section 3.1 of the Stockholders Agreement (the “Licensor Designee”), and each stockholder of Licensee shall vote, or cause to be voted, all shares of voting Company Capital Stock (as defined in the Stockholders Agreement) now owned or hereafter acquired by such stockholder, or over which such stockholder has voting control, as shall be paid within 30 days after receipt necessary to ensure that the Licensor Designee shall be elected to the Board of any proceeds Directors of Commercial Production by the Optionee or its permitted assign(s); Licensee, at the request of RB, all upon the terms and conditions set forth in Section 3.2 of the Stockholders Agreement, (ii) within 120 days after the end of each fiscal year of the Optionee during which the Property is in Commercial Production, the records relating to the calculation annual amount of the Royalty during that fiscal year shall be audited and any adjustments shall be made forthwith. The audited statements shall be delivered will increase to the Optionor$1,250,000, who shall have 30 days after receipt of such statements to question in writing their accuracy and, failing such question, the statements shall be deemed to be correct; (iii) the Optionor shall have annual interest rate under the rightSeller Note will increase immediately to 7.00%, at all reasonable times, to inspect such books and financial records (iii) one-half of the Optionee salary and any and all bonus amounts payable to either Xxxx Xxxx or Xxxxxxxx Xxxxx (other than the remainder of accrued but unpaid base salary and expense reimbursements as are relevant to set forth in their respective employment agreements) would be payable and paid in the determination form of subordinated promissory notes with the same terms and conditions of the Royalty andSeller Note, at its own expense, to make copies thereof; and and (iv) payment of the Royalty shall apply only to Commercial Production conducted on, in or all unpaid interest payments under the Property. (b) Shareholder Loan from Xxxxxxxx Xxxxx to The Royalty will be reduced from 2.0% to 1.0% at any time within five (5) years of Encore Group, Inc. in the commencement of Commercial Production on payment by the Optionee or its permitted assign(s) to the Optionor principal amount of $1,500,000500,000 shall accrue but shall not be paid. (c) Regardless of whether the Parties will enter into the royalty agreement contemplated in Section 4.1(a), upon the vesting of the Optionee’s 100% Earned Interest, the Optionee will be deemed to have granted the Royalty to the Optionor. The Royalty shall comprise an interest in real property that shall run with and form part of the Property and shall bind the successors and assigns of the Optionee. The Royalty shall attach to any amendments, relocations or conversions of any mining claims or leases comprising the Property, or to any renewals or extensions of leases, and to any mineral rights acquired by the Optionee and any Affiliates in lands embraced within the Property within one year after the loss or relinquishment of any mining claim or lease comprising the Property. (d) If the Parties do not enter into the royalty agreement contemplated in Section 4.1(a), the Royalty shall be governed by the terms and conditions and calculated in accordance with the formula set out in Schedule B hereto.

Royalty. (ai) Concurrently In addition to the Section 4A license fee, Licensee (and its sublicensees) shall pay to XXXX, as “earned royalties,” a royalty calculated as a percentage of the Net Sales of Products in accordance with the exercise of the Option, the Parties will enter into a royalty agreement whereby the Optionee will grant the Royalty to the Optionor with respect to production of all metals from the Property (including any Additional Property added to the Property pursuant to Article 12 terms of this Agreement), with the Royalty to be payable by the Optionee following commencement of Commercial Production. The royalty agreement is deemed earned as [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission]. The royalty rate shall include remain fixed while this Agreement is in effect according to the following terms (except as otherwise mutually agreed by the Parties): (i) the Royalty shall be paid within 30 days after receipt of any proceeds of Commercial Production by the Optionee or its permitted assign(s);schedule: (ii) within 120 days after For Therapeutic Products the end of each fiscal year of royalty is set at a rate of: [*Certain information has been omitted under a request for confidential treatment, and the Optionee during which omitted information has been filed with the Property is in Commercial Production, the records relating to the calculation of the Royalty during that fiscal year shall be audited and any adjustments shall be made forthwith. The audited statements shall be delivered to the Optionor, who shall have 30 days after receipt of such statements to question in writing their accuracy and, failing such question, the statements shall be deemed to be correct;Commission] (iii) For Related Therapeutic Products the Optionor shall have the right, royalty is set at all reasonable times, to inspect such books and financial records of the Optionee as are relevant to the determination of the Royalty and, at its own expense, to make copies thereof; anda rate of: (iv) payment For Research Products, the royalty is set at a rate of [*Certain information has been omitted under a request for confidential treatment, and the Royalty shall apply only to Commercial Production conducted on, in or under omitted information has been filed with the PropertyCommission] of Net Sales. (bv) The Royalty will be reduced from 2.0% to 1.0% For Diagnostic Products, the royalty is set at any time within five (5) years a rate of [*Certain information has been omitted under a request for confidential treatment, and the commencement omitted information has been filed with the Commission] of Commercial Production on payment by the Optionee or its permitted assign(s) to the Optionor of $1,500,000Net Sales. (cvi) Regardless If Licensee is required to make payments to a third party (who is not an Affiliate or Development Partner) for a license or similar right to such third party’s patents, in the absence of whether the Parties will enter into which right or license Licensee could not legally make, use or sell Products, then the royalty payable under this Section 4B shall be reduced by [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] for each additional [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] of royalties payable to such third parties on that Product; provided, however, that the adjusted royalty rate to XXXX will be no less than [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] of the applicable royalty rate payable to XXXX under this Agreement for such Products. Asterias XXXX License – 13-00300 (vii) In the event that the sale, lease, or other transfer by Licensee of Products under this Agreement also requires payment to XXXX of royalties under any other agreement contemplated between XXXX and Licensee, the cumulative earned royalties owed to XXXX for that Product under all such agreements shall not exceed the single highest royalty as set forth in Section 4.1(athose agreements. Licensee shall pay to XXXX royalties under all such agreements individually and on a pro rata basis. (For example, if Licensee owes to XXXX a [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] earned royalty under this Agreement and a [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] earned royalty under a separate agreement, the cumulative royalties owed to XXXX shall be [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission], but shall be paid proportionately under each agreement in payments of [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] under this Agreement and [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] on the other.) (viii) Given the particular Licensed Patents of this Agreement, rather than requiring Licensee to pay earned royalties under a Licensed Patent that is a pending patent application which has not issued as of the Effective Date (“Licensed Patent Application”), upon the vesting of the Optionee’s 100% Earned Interest, the Optionee will be deemed XXXX is willing to have granted the Royalty permit Licensee to the Optionor. The Royalty shall comprise an interest in real property that shall run with and form part of the Property and shall bind the successors and assigns of the Optionee. The Royalty shall attach to any amendments, relocations or conversions of any mining claims or leases comprising the Property, or to any renewals or extensions of leasesdefer such amounts as follows [*Certain information has been omitted under a request for confidential treatment, and to any mineral rights acquired by the Optionee and any Affiliates in lands embraced within the Property within one year after the loss or relinquishment of any mining claim or lease comprising the Property. (d) If the Parties do not enter into the royalty agreement contemplated in Section 4.1(a), the Royalty shall be governed by the terms and conditions and calculated in accordance omitted information has been filed with the formula set out in Schedule B heretoCommission].

Royalty. (ai) Concurrently In addition to the Section 4A license fee, Licensee (and its sublicensees) shall pay to XXXX, as “earned royalties,” a royalty calculated as a percentage of the Net Sales of Products in accordance with the exercise of the Option, the Parties will enter into a royalty agreement whereby the Optionee will grant the Royalty to the Optionor with respect to production of all metals from the Property (including any Additional Property added to the Property pursuant to Article 12 terms of this Agreement), with the Royalty to be payable by the Optionee following commencement of Commercial Production. The royalty agreement is deemed earned as [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission]. The royalty rate shall include remain fixed while this Agreement is in effect according to the following terms (except as otherwise mutually agreed by the Parties): (i) the Royalty shall be paid within 30 days after receipt of any proceeds of Commercial Production by the Optionee or its permitted assign(s);schedule: (ii) within 120 days after For Therapeutic Products the end of each fiscal year of royalty is set at a rate of: [*Certain information has been omitted under a request for confidential treatment, and the Optionee during which omitted information has been filed with the Property is in Commercial Production, the records relating to the calculation of the Royalty during that fiscal year shall be audited and any adjustments shall be made forthwith. The audited statements shall be delivered to the Optionor, who shall have 30 days after receipt of such statements to question in writing their accuracy and, failing such question, the statements shall be deemed to be correct;Commission] (iii) For Related Therapeutic Products the Optionor shall have the right, royalty is set at all reasonable times, to inspect such books and financial records of the Optionee as are relevant to the determination of the Royalty and, at its own expense, to make copies thereof; anda rate of: (iv) payment For Research Products, the royalty is set at a rate of [*Certain information has been omitted under a request for confidential treatment, and the Royalty shall apply only to Commercial Production conducted on, in or under omitted information has been filed with the PropertyCommission] of Net Sales. (bv) The Royalty will be reduced from 2.0% to 1.0% For Diagnostic Products, the royalty is set at any time within five (5) years a rate of [*Certain information has been omitted under a request for confidential treatment, and the commencement omitted information has been filed with the Commission] of Commercial Production on payment by the Optionee or its permitted assign(s) to the Optionor of $1,500,000Net Sales. (cvi) Regardless If Licensee is required to make payments to a third party (who is not an Affiliate or Development Partner) for a license or similar right to such third party’s patents, in the absence of whether the Parties will enter into which right or license Licensee could not legally make, use or sell Products, then the royalty agreement contemplated in payable under this Section 4.1(a)4B shall be reduced by [*Certain information has been omitted under a request for confidential treatment, upon and the vesting omitted information has been filed with the Commission] for each additional [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] of royalties payable to such third parties on that Product; provided, however, that the adjusted royalty rate to XXXX will be no less than [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] of the Optionee’s 100% Earned Interest, the Optionee will be deemed applicable royalty rate payable to have granted the Royalty to the Optionor. The Royalty shall comprise an interest in real property that shall run with and form part of the Property and shall bind the successors and assigns of the Optionee. The Royalty shall attach to any amendments, relocations or conversions of any mining claims or leases comprising the Property, or to any renewals or extensions of leases, and to any mineral rights acquired by the Optionee and any Affiliates in lands embraced within the Property within one year after the loss or relinquishment of any mining claim or lease comprising the PropertyXXXX under this Agreement for such Products. (dvii) If In the Parties do event that the sale, lease, or other transfer by Licensee of Products under this Agreement also requires payment to XXXX of royalties under any other agreement between XXXX and Licensee, the cumulative earned royalties owed to XXXX for that Product under all such agreements shall not enter into exceed the single highest royalty as set forth in those agreements. Licensee shall pay to XXXX royalties under all such agreements individually and on a pro rata basis. (For example, if Licensee owes to XXXX a [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] earned royalty under this Agreement and a [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] earned royalty under a separate agreement, the cumulative royalties owed to XXXX shall be [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission], but shall be paid proportionately under each agreement contemplated in Section 4.1(apayments of [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] under this Agreement and [*Certain information has been omitted under a request for confidential treatment, and the omitted information has been filed with the Commission] on the other.) (viii) Given the particular Licensed Patents of this Agreement, rather than requiring Licensee to pay earned royalties under a Licensed Patent that is a pending patent application which has not issued as of the Effective Date (“Licensed Patent Application”), XXXX is willing to permit Licensee to defer such amounts as follows [*Certain information has been omitted under a request for confidential treatment, and the Royalty shall be governed by the terms and conditions and calculated in accordance omitted information has been filed with the formula set out in Schedule B heretoCommission].

Royalty. (a) Concurrently with The consideration (the exercise “License Fee”) to be paid to Licensor by Licensee for the License shall be equal to Eleven Million Dollars ($11,000,000.00) in the aggregate, and shall be paid as set forth in this Section 2.5. Particularly, Licensee shall pay a sum certain (the “Royalty Amount”) upon being sent a quarterly invoice by MEAS (the “Royalty Invoice”) in each quarter of the Optioncalendar years 2013, 2014, 2015, 2016, 2017, 2018 and 2019 (the Parties will enter into a royalty agreement whereby the Optionee will grant “Royalty Years”) as more specifically set forth in this Section 2.5(a). MEAS shall issue the Royalty to Invoice for a particular quarter on the Optionor with respect to production first Business Day of all metals from the Property (including any Additional Property added to the Property pursuant to Article 12 of this Agreement)quarter, with and Licensee shall pay the Royalty to be payable by Amount specified in the Optionee following commencement particular Royalty Invoice within thirty (30) days of Commercial Productionthe invoice date. The royalty agreement payments shall include the following terms (except be invoiced and made as otherwise mutually agreed by the Parties): follows: (i) in each quarter of the 2013 and 2014 Royalty Years, Licensee shall be paid within 30 days after receipt of any proceeds of Commercial Production by the Optionee or its permitted assign(s); pay to Licensor $250,000.00, (ii) within 120 days after the end of in each fiscal year quarter of the Optionee during which the Property is in Commercial Production2015 and 2016 Royalty Years, the records relating Licensee shall pay to the calculation of the Royalty during that fiscal year shall be audited and any adjustments shall be made forthwith. The audited statements shall be delivered to the OptionorLicensor $375,000.00, who shall have 30 days after receipt of such statements to question in writing their accuracy and, failing such question, the statements shall be deemed to be correct; (iii) the Optionor shall have the right, at all reasonable times, to inspect such books and financial records in each quarter of the Optionee as are relevant 2017, 2018 and 2019 Royalty Years, Licensee shall pay to the determination of the Royalty and, at its own expense, to make copies thereof; and (iv) payment of the Royalty shall apply only to Commercial Production conducted on, in or under the PropertyLicensor $500,000.00. (b) The Licensee shall pay each Royalty will be reduced from 2.0% Amount by wire transfer to 1.0% at any time within five (5) years of the commencement of Commercial Production on payment by the Optionee or its permitted assign(s) to the Optionor of $1,500,000Licensor’s designated bank account. (c) Regardless of whether the Parties will enter into the royalty agreement contemplated The exclusivity granted in Section 4.1(a), upon the vesting 2.6 shall be subject to payment of the Optionee’s 100% Earned InterestRoyalty Amounts as set forth above. If Licensee does not pay any specified Royalty Amount when and as due, MEAS shall promptly inform Licensee of the failure to remit payment, and Licensee shall have ten (10) days within which to remit payment. If Licensee fails to remit payment within ten (10) days of being notified by MEAS, the Optionee will be deemed License granted herein shall thereafter automatically and irreversibly convert to have granted a non-exclusive license for the Royalty to the Optionor. The Royalty shall comprise an interest in real property that shall run with and form part remainder of the Property and shall bind the successors and assigns of the Optionee. The Royalty shall attach to any amendments, relocations or conversions of any mining claims or leases comprising the Property, or to any renewals or extensions of leases, and to any mineral rights acquired by the Optionee and any Affiliates in lands embraced within the Property within one year after the loss or relinquishment of any mining claim or lease comprising the PropertyTerm. (d) If Licensee should seek to terminate this Agreement for any reason (including any alleged default or material breach by Licensor) prior to the Parties do not enter into full amount of the royalty agreement contemplated in Section 4.1(a)License Fee being paid to Licensor, the Royalty shall be governed by entire unpaid portion of the terms aggregate License Fee will remain due and conditions and calculated in accordance with payable to Licensor per the formula set out in Schedule B heretoschedule.

Royalty. (a) Concurrently with In addition to the exercise above consideration, BNAL shall pay Licensors a Royalty equal to $1.00 for each dry ton of biomass produced using the Technology where the biomass is used for the production of energy products. BNAL shall not be required to pay a royalty if the biomass produced using the Technology is used for research or testing purposes. Within thirty days prior to the first use of the Option, the Parties will enter into Technology by BNAL whereby a royalty agreement whereby shall be generated, BNAL and Licensors shall agree in writing as to a commercially reasonable method for determining the Optionee will grant amount of biomass derived using the Royalty Technology; provided that if at such time the parties have not made such determination, either party may submit the matter to arbitration in accordance with Paragraph 16 of this Agreement and the determination of the arbitrator in such matter shall be final and binding on all parties hereto. BNAL shall retain all records relating to the Optionor with respect to use of the Technology for the production of all metals from biomass for a period of three years. Licensors shall be entitled to inspect such records at BNAL’s offices during regular office hours at any time during the Property (including any Additional Property added to the Property pursuant to Article 12 term of this Agreement), with the Royalty to be payable by the Optionee following commencement Agreement after five days written notice. If Licensors’ examination reveals a discrepancy of Commercial Production. The royalty agreement shall include the following terms (except as otherwise mutually ten percent or more on any payments owed Licensors hereunder and such amount is agreed by the Parties): (i) the Royalty parties to be correct or ultimately determined to be correct by other means, BNAL shall be paid within 30 days after receipt required to pay Licensors the costs of any proceeds of Commercial Production by the Optionee examination or its permitted assign(s); proceedings necessary to discover and collect such discrepancy. The Royalty payable hereunder shall be payable quarterly (iibased on calendar quarters) and shall be due and owing within 120 thirty days after the end of each fiscal year such quarter during the term of this Agreement. The amount due hereunder may be paid in cash or stock, which shall be determined by Licensors in their sole discretion. If Licensors desire to be paid in cash, Licensors shall so notify BNAL in writing at least ten days prior to the end of the Optionee during quarter in which payment is due. If no such notice is received, payment shall be in the Property form of Common Stock, $0.001 par value per share of BNAL, provided that at such time such Common Stock is in Commercial Productionpublicly tradable on a recognized exchange, quotation system or over the records relating to counter market. The value of such stock for determining the calculation amount due Licensors shall be the price obtained by the average daily closing price for shares of such stock on the five days preceding the end of the Royalty during that fiscal year applicable quarter for which payment is due. If on the last day of the quarter for which any payment hereunder is due, BNAL’s Common Stock is not publicly tradable on a recognized exchange, quotation system or over the counter market, BNAL shall be audited and any adjustments shall be made forthwith. The audited statements shall be delivered to the Optionor, who shall have 30 days after receipt of such statements to question in writing their accuracy and, failing such question, the statements shall be deemed to be correct; (iii) the Optionor shall have the right, at all reasonable times, to inspect such books and financial records of the Optionee as are relevant to the determination of the Royalty and, at its own expense, required to make copies thereof; and (iv) payment of the Royalty shall apply only to Commercial Production conducted on, for that quarter in or under the Propertycash. (b) The Royalty will be reduced from 2.0% to 1.0% at any time within five (5) years of the commencement of Commercial Production on payment by the Optionee or its permitted assign(s) to the Optionor of $1,500,000. (c) Regardless of whether the Parties will enter into the royalty agreement contemplated in Section 4.1(a), upon the vesting of the Optionee’s 100% Earned Interest, the Optionee will be deemed to have granted the Royalty to the Optionor. The Royalty shall comprise an interest in real property that shall run with and form part of the Property and shall bind the successors and assigns of the Optionee. The Royalty shall attach to any amendments, relocations or conversions of any mining claims or leases comprising the Property, or to any renewals or extensions of leases, and to any mineral rights acquired by the Optionee and any Affiliates in lands embraced within the Property within one year after the loss or relinquishment of any mining claim or lease comprising the Property. (d) If the Parties do not enter into the royalty agreement contemplated in Section 4.1(a), the Royalty shall be governed by the terms and conditions and calculated in accordance with the formula set out in Schedule B hereto.

Royalty. Subject to adjustment pursuant to the operation of Clauses 17 and 18, the Lessor reserves to itself and the Lessee shall pay or cause to be paid to the Lessor a royalty of seventeen and one-half percent (a17.5%) Concurrently of all Leased Substances produced, saved and marketed or used off the Lands. The Lessor's royalty share of the Leased Substances shall be recovered, produced and delivered to the Point of Measurement by the Lessee, free and clear of charge to the Lessor. Beyond the Point of Measurement the Lessor's share of Crude Oil shall bear its proportionate share of actual costs of transportation to the point of delivery of the Crude Oil to the purchaser thereof, and the Lessor's share of all other Leased Substances shall bear its proportionate share of actual costs of transportation, gathering, separation, treating, compressing and processing, provided the aforesaid costs shall be calculated in the same manner as would be allowed by the Crown in right of Alberta if it were lessor, and provided further that the total of such costs shall not exceed forty percent (40%) of sales value of the Lessor's share of the Leased Substances. The Lessee shall dispose of the Lessor's royalty share of the Leased Substances produced from the Lands rateably with its own share of the Leased Substances produced from the Lands, but the Lessor may from time to time, upon thirty (30) days notice to the Lessee, elect to take the Lessor's royalty share of the Leased Substances produced and saved from the Lands in kind in accordance with the exercise customary pipe line or shipping practices prevailing in the field from which the production is being taken and may on like notice cancel its election so to do; PROVIDED THAT if the Lessor cancels an election to take the Leased Substances in kind it shall not be permitted again to elect to take the Leased Substances in kind until after the lapse of twelve (12) months from the date of cancellation of its election. The Lessee will provide, free of cost to the Lessor, production tanks sufficient to store not more than ten (10) days' accumulation of the OptionLessor's royalty share of the Leased Substances. Notwithstanding any other provision herein, in the event that sulphur is produced from the Lands and then stored at or near the Processing Plant Lessee should provide, free of cost to the Lessor, any necessary sulphur storage. Notwithstanding anything herein contained, the Parties will enter into a royalty agreement whereby the Optionee will grant the Royalty Lessee shall be entitled to the Optionor with respect to production of all metals use, free from the Property (including any Additional Property added to payment of the Property pursuant to Article 12 royalty payable under Clause 3(a) such part of this Agreement), with the Royalty to Leased Substances from the Lands as may be payable required and used by the Optionee following commencement of Commercial ProductionLessee in the Operations on the Lands. The royalty agreement shall include payable under the following terms (except as otherwise mutually agreed by the Parties): (i) the Royalty Lease shall be paid within 30 days after receipt of any proceeds of Commercial Production by payable on the Optionee or its permitted assign(s); twenty-fifth (ii25th) within 120 days after the end day of each fiscal year month in respect to the Leased Substances saved and marketed or used off the Lands in the month prior to the immediately preceding month and each payment thereof shall be accompanied by a statement of the Optionee Leased Substances produced and marketed or used as herein provided during the month for which such payment is made. Spacing Unit Reduction If at any time or limes the Property is Lessee desires a reduction in Commercial Productionthe size of the Spacing Unit, the records relating to Lessee shall, at its cost, make application for such reduction in the calculation size of the Royalty during that fiscal year shall be audited and any adjustments shall be made forthwithSpacing Unit on the Lands or the Pooled Lands. The audited statements shall be delivered to Upon the Optionor, who shall have 30 days after receipt granting of such statements to question reduction in writing their accuracy andthe size of the Spacing Unit, failing such questionfor the purposes of the second proviso on page 1, the statements Operations shall be deemed to be correct; conducted with respect to the Lands contained within the original Spacing Unit for a forty-five (iii45) day period after the Optionor shall have the rightgranting of such reduction and for so long thereafter, at all reasonable timeswith respect to any undrilled Spacing Units, to inspect such books and financial records as Operations are being conducted on any part of the Optionee as are relevant Lands contained within the original Spacing Unit, with no cessation of more than forty-five (45) consecutive days. Rateable Production If the Lessee, acting bona fide, in the course of its Operations hereunder and due to marketing conditions, shall al any time curtail the determination production of the Royalty andLeased Substances from any well or xxxxx on the Lands or Pooled Lands, at its own expense, to make copies thereof; and (iv) payment of the Royalty then such well or xxxxx shall apply only to Commercial Production conducted on, in be produced rateably with all other xxxxx operated or under the Property. control of the Lessee in the same pool and in the same zone, (bsuch rateable production to be based on the hydrocarbon pore volume of the zone included in the production Spacing Unit of the well or xxxxx on the Lands or Pooled Lands as compared to the hydrocarbon pore volume of the zone included in the production Spacing Unit of all xxxxx producing from such zone) The Royalty will and there shall be reduced no discontinuance of the production of the Leased Substances from 2.0% any well or xxxxx on the Lands or Pooled Lands due to 1.0% marketing conditions unless production is likewise discontinued from the other xxxxx in the same pool operated or controlled by the Lessee, as aforesaid. PROVIDED HOWEVER, THAT if at any time within five (5) years of any governmental authority has instituted an order for proration in the commencement of Commercial Production on payment province or in any field in which the Lands are situated then compliance by the Optionee or its permitted assign(s) Lessee with such order shall be deemed compliance with the provisions of this clause. Density Drilling In addition to the Optionor of $1,500,000. (c) Regardless of whether the Parties will enter into the royalty agreement contemplated offset obligations provided for in Section 4.1(a), upon the vesting of the Optionee’s 100% Earned InterestClause 17, the Optionee will be deemed Lessee agrees to have granted drill on the Royalty to Lands, unless the Optionor. The Royalty shall comprise an interest in real property that shall run with and form Lands are part of the Property and shall bind Unitized Lands, xxxxx sufficient to provide the successors and assigns same density of xxxxx as are producing on the Optionee. The Royalty shall attach to any amendments, relocations laterally or conversions of any mining claims or leases comprising the Property, or to any renewals or extensions of leases, and to any mineral rights acquired by the Optionee and any Affiliates in lands embraced within the Property within one year after the loss or relinquishment of any mining claim or lease comprising the Propertydiagonally adjoining legal quarter section. (d) If the Parties do not enter into the royalty agreement contemplated in Section 4.1(a), the Royalty shall be governed by the terms and conditions and calculated in accordance with the formula set out in Schedule B hereto.