Common use of Third-Party Sale Clause in Contracts

Third-Party Sale. If Lessor does not elect to purchase the Leasehold Interest on the terms and conditions of the Lessee Offer, or fails to respond to the Lessee Offer within the time period prescribed in Section 2.4 above, Lessee shall have the right to sell its Leasehold Interest to a third party (a “Third-Party Sale”) at any time within one (1) year after the Lessee Offer Date (which, in the event there has been no Lessor ROFO Response, shall be the date Lessee submitted the Notice of Intent to Sell) (the “Outside Closing Date”), without having to reoffer the Leasehold Interest to Lessor; provided that the Third-Party Sale price, excluding any Extension Fee intended to be paid from the Third-Party Sale price at the time of such purchase but prior to any deduction for closing costs, lender fees, or brokerage commissions (the “Net Sale Price”), is no less than ninety-five percent (95%) of the Lessee Offer Price set forth in the Notice of Intent to Sell (the “Threshold Price”), and the Other Material Terms of the Third-Party Sale do not significantly differ from those stated in the Notice of Intent to Sell. (a) When Lessee has received an acceptable written offer from a third party (the “Third-Party Offer”), and Lessee and such third party have come to terms on a sale of the Leasehold Interest, whether or not the proposed Third-Party Sale incorporates an extension of the Term, Lessee shall deliver written notice to Lessor in substantially the form of the attached Schedule 2.6(a) (the “Notice of Pending Sale”) setting forth the price and the Other Material Terms of the Third-Party Offer, and indicating whether the Other Material Terms in the Third-Party Offer are consistent with the Other Material Terms of the Lessee Offer. The Notice of Pending Sale shall also include all documents, whether executed or not, between Lessee and the third party in connection with the Third-Party Offer. Lessor shall acknowledge the date Lessor received the Notice of Pending Sale (the “Notice of Sale Date”) by completing the bottom portion of Schedule 2.6(a) and returning a copy of the completed Notice of Pending Sale to Lessee within two (2) business days after receipt of the Notice of Pending Sale. Lessee need not have signed a purchase contract with the third party in order to submit the Third-Party Offer. If a purchase contract is signed by Lessee, it must include the following language: “This purchase contract may be subject to a right in favor of the Board of Trustees of the Xxxxxx Xxxxxxxx Junior University (“Stanford”) to match Buyer’s offer and purchase the Property. This purchase contract is effective only after Stanford has either confirmed that it has no right to purchase the Property, or has waived such right.” A/75456462.7 (b) Lessor shall respond to the Notice of Pending Sale within three (3) business days after the Notice of Sale Date in substantially the form of the attached Schedule 2.6(b) (the “Lessor Sale Response”), in which Lessor shall indicate its decision to match the Third-Party Offer pursuant to Section 2.6(d) below, if applicable. If a Lease extension is contemplated to be paid from escrow and the Third-Party Offer price is for an extended Term, the Net Sale Price shall be calculated as follows, with the Extension Fee being calculated assuming the Extension Fee Payment Date is the closing date of the Third-Party Sale: (i) If the Extension Fee has been calculated pursuant to Article 1 above and the Fee Simple Land Value of the Parcel has been finally determined, the actual Extension Fee shall be deducted from the Third-Party Sale price; or (ii) If the Extension Fee has not yet been calculated and the Fee Simple Land Value of the Parcel has not yet been finalized pursuant to Article 1, for purposes of Lessor issuing its decision as to whether or not it will match the Net Sale Price, if applicable, the Extension Fee shall be calculated based on the Lessor Appraisal in effect as of the Notice of Sale Date (or in the absence of an unexpired Lessor Appraisal, Lessor’s good faith estimate of the then current Fee Simple Land Value) and an Extension Fee Payment Date equal to the anticipated Third-Party Sale closing date, and then deducted from the Third-Party Offer price. (c) Subject to requirements of this Article 2, any proposed Third-Party Sale that occurs prior to the Outside Closing Date with a Net Sale Price at or above the Threshold Price, where the Other Material Terms are not significantly different than the Lessee Offer, and which has been confirmed to be a permitted sale by Lessor shall be deemed a “Permitted Sale”. (d) If the Net Sale Price is below the Threshold Price, or the Other Material Terms of the Third-Party Offer are significantly different from those in the Lessee Offer, Lessor shall have the right to match the Net Sale Price and the Other Material Terms of the Third-Party Offer and purchase the Leasehold Interest in accordance with Section 2.5. In case Section 2.6(b)(ii) applies, the Net Sale Price to be paid to Lessee at closing will be calculated when the Fee Simple Land Value of the Parcel and the Extension Fee have been finally determined. If Lessor elects not to purchase the Leasehold Interest on the terms and conditions of the Third-Party Offer, the proposed sale shall be deemed a Permitted Sale (subject to final confirmation as noted in Section 2.6(e) below). Notwithstanding the foregoing, in the event there is any subsequent change in the Other Material Terms, or a change in the purchase price that results in the Net Sale Price being reduced below the Threshold Price prior to closing, Lessee shall submit a revised Notice of Pending Sale and the foregoing provisions of this Section 2.6 shall apply. (e) Any Third-Party Sale must be consummated on or before the Outside Closing Date. Upon consummation of any Sale, Lessee shall deliver to Lessor a notice of assignment in substantially the form of the attached Schedule 2.6(e), indicating the closing date of the Third-Party Sale and the name of the assignee, along with a copy of the final escrow closing statement, a copy of the final executed purchase and sale contract with the third party, and a recorded copy of the leasehold deed, assignment of lease, or other instrument conveying the Leasehold Interest in the Property (collectively, the “Notice of Assignment”). Lessor’s acknowledgement of the Notice of Assignment shall include acknowledgement of the assumption of the Lease by the new Lessee of record (the “Successor Lessee”), and shall indicate whether the Sale remains a Permitted Sale. A/75456462.7 (f) If a Third-Party Sale does not occur before the expiration of the Outside Closing Date (whether or not the contract for the proposed Third-Party Sale remains in effect), but Lessee still desires to sell its Leasehold Interest, Lessee shall again deliver to Lessor a Lessee Offer in accordance with Section 2.2 (but offering the Leasehold Interest to Lessor on terms at least as favorable to Lessor as the terms of the Third-Party Offer or those (g) If a proposed Third-Party Sale includes an extension of the Lease, and the Extension Fee determination pursuant to Article 1 is not completed by the time Lessee desires to close the Third-Party Sale, or by the Outside Closing Date, Lessee may elect to close the Third-Party Sale prior to completion of the Lease extension, but the third-party purchaser shall not be entitled to the Lease extension, and Lessor shall have no obligation to sign the Extension Amendment until the process for determining the Extension Fee described in Article 1 has been completed, the Sale is deemed to be a Permitted Sale pursuant to Section 2.6(h) below, and the Extension Fee has been paid to Lessor (through escrow or otherwise). The provisions of Section 1.6 shall apply to the Third-Party Sale. (h) If a proposed Third-Party Sale includes an extension of the Lease, Lessor shall receive a copy of the final escrow closing statement and a copy of the final executed purchase and sale contract with the third party, and Lessor shall have the right to confirm compliance with the requirements of this Article 2 before executing the Extension Amendment and finalizing the extension of the Lease. If Lessor determines that Lessee has not complied with the requirements of this Article 2, the provisions of Section 2.8 shall apply. (i) The ROFO and subsequent right to match a Third-Party Offer in the event of a proposed Third-Party Sale shall be ongoing, and except as otherwise provided in Section 2.7 below, shall apply to all transfers of the Leasehold Interest proposed at any time during the Term of the Lease, whether by the original Lessee named in this Amendment or any Successor Lessee.

Third-Party Sale. If Lessor does not elect to purchase the Leasehold Interest on the terms and conditions of the Lessee Offer, or fails to respond to the Lessee Offer within the time period prescribed in Section 2.4 above, Lessee shall have the right to sell its Leasehold Interest to a third party (a “Third-Party Sale”) at any time within one (1) year after the Lessee Offer Date (which, in the event there has been no Lessor ROFO Response, shall be the date Lessee submitted the Notice of Intent to Sell) (the “Outside Closing Date”), without having to reoffer the Leasehold Interest to Lessor; provided that the Third-Party Sale price, excluding any Extension Fee intended to be paid from the Third-Party Sale price at the time of such purchase but prior to any deduction for closing costs, lender fees, or brokerage commissions (the “Net Sale Price”), is no less than ninety-five percent (95%) of the Lessee Offer Price set forth in the Notice of Intent to Sell (the “Threshold Price”), and the Other Material Terms of the Third-Party Sale do not significantly differ from those stated in the Notice of Intent to Sell. (a) When Lessee has received an acceptable written offer from a third party (the “Third-Party Offer”), and Lessee and such third party have come to terms on a sale of the Leasehold Interest, whether or not the proposed Third-Party Sale incorporates an extension of the Term, Lessee shall deliver written notice to Lessor in substantially the form of the attached Schedule 2.6(a) (the “Notice of Pending Sale”) setting forth the price and the Other Material Terms of the Third-Party Offer, and indicating whether the Other Material Terms in the Third-Party Offer are consistent with the Other Material Terms of the Lessee Offer. The Notice of Pending Sale shall also include all documents, whether executed or not, between Lessee and the third party in connection with the Third-Party Offer. Lessor shall acknowledge the date Lessor received the Notice of Pending Sale (the “Notice of Sale Date”) by completing the bottom portion of Schedule 2.6(a) and returning a copy of the completed Notice of Pending Sale to Lessee within two (2) business days after receipt of the Notice of Pending Sale. Lessee need not have signed a purchase contract with the third party in order to submit the Third-Party Offer. If a purchase contract is signed by Lessee, it must include the following language: “This purchase contract may be subject to a right in favor of the Board of Trustees of the Xxxxxx Xxxxxxxx Junior University (“Stanford”) to match Buyer’s offer and purchase the Property. This purchase contract is effective only after Stanford has either confirmed that it has no right to purchase the Property, or has waived such right.” A/75456462.7” (b) Lessor shall respond to the Notice of Pending Sale within three (3) business days after the Notice of Sale Date in substantially the form of the attached Schedule 2.6(b) (the “Lessor Sale Response”), in which Lessor shall indicate its decision to match the Third-Party Offer pursuant to Section 2.6(d) below, if applicable. If a Lease extension is contemplated to be paid from escrow and the Third-Party Offer price is for an extended Term, the Net Sale Price shall be calculated as follows, with the Extension Fee being calculated assuming the Extension Fee Payment Date is the closing date of the Third-Party Sale: (i) If the Extension Fee has been calculated pursuant to Article 1 above and the Fee Simple Land Value of the Parcel has been finally determined, the actual Extension Fee shall be deducted from the Third-Party Sale price; or (ii) If the Extension Fee has not yet been calculated and the Fee Simple Land Value of the Parcel has not yet been finalized pursuant to Article 1, for purposes of Lessor issuing its decision as to whether or not it will match the Net Sale Price, if applicable, the Extension Fee shall be calculated based on the Lessor Appraisal in effect as of the Notice of Sale Date (or in the absence of an unexpired Lessor Appraisal, Lessor’s good faith estimate of the then current Fee Simple Land Value) and an Extension Fee Payment Date equal to the anticipated Third-Party Sale closing date, and then deducted from the Third-Party Offer price. (c) Subject to requirements of this Article 2, any proposed Third-Party Sale that occurs prior to the Outside Closing Date with a Net Sale Price at or above the Threshold Price, where the Other Material Terms are not significantly different than the Lessee Offer, and which has been confirmed to be a permitted sale by Lessor shall be deemed a “Permitted Sale”.. A/75462098.5 (d) If the Net Sale Price is below the Threshold Price, or the Other Material Terms of the Third-Party Offer are significantly different from those in the Lessee Offer, Lessor shall have the right to match the Net Sale Price and the Other Material Terms of the Third-Party Offer and purchase the Leasehold Interest in accordance with Section 2.5. In case Section 2.6(b)(ii) applies, the Net Sale Price to be paid to Lessee at closing will be calculated when the Fee Simple Land Value of the Parcel and the Extension Fee have been finally determined. If Lessor elects not to purchase the Leasehold Interest on the terms and conditions of the Third-Party Offer, the proposed sale shall be deemed a Permitted Sale (subject to final confirmation as noted in Section 2.6(e) below). Notwithstanding the foregoing, in the event there is any subsequent change in the Other Material Terms, or a change in the purchase price that results in the Net Sale Price being reduced below the Threshold Price prior to closing, Lessee shall submit a revised Notice of Pending Sale and the foregoing provisions of this Section 2.6 shall apply.case (e) Any Third-Party Sale must be consummated on or before the Outside Closing Date. Upon consummation of any Sale, Lessee shall deliver to Lessor a notice of assignment in substantially the form of the attached Schedule 2.6(e), indicating the closing date of the Third-Party Sale and the name of the assignee, along with a copy of the final escrow closing statement, a copy of the final executed purchase and sale contract with the third party, and a recorded copy of the leasehold deed, assignment of lease, or other instrument conveying the Leasehold Interest in the Property (collectively, the “Notice of Assignment”). Lessor’s acknowledgement of the Notice of Assignment shall include acknowledgement of the assumption of the Lease by the new Lessee of record (the “Successor Lessee”), and shall indicate whether the Sale remains a Permitted Sale. A/75456462.7. (f) If a Third-Party Sale does not occur before the expiration of the Outside Closing Date (whether or not the contract for the proposed Third-Party Sale remains in effect), but Lessee still desires to sell its Leasehold Interest, Lessee shall again deliver to Lessor a Lessee Offer in accordance with Section 2.2 (but offering the Leasehold Interest to Lessor on terms at least as favorable to Lessor as the terms of the Third-Party Offer or thosethose being offered to the public at the time the new Lessee Offer is delivered), and Lessor shall have the right to accept or reject the new Lessee Offer in accordance with this Article 2. (g) If a proposed Third-Party Sale includes an extension of the Lease, and the Extension Fee determination pursuant to Article 1 is not completed by the time Lessee desires to close the Third-Party Sale, or by the Outside Closing Date, Lessee may elect to close the Third-Party Sale prior to completion of the Lease extension, but the third-party purchaser shall not be entitled to the Lease extension, and Lessor shall have no obligation to sign the Extension Amendment until the process for determining the Extension Fee described in Article 1 has been completed, the Sale is deemed to be a Permitted Sale pursuant to Section 2.6(h) below, ,and the Extension Fee has been paid to Lessor (through escrow or otherwise). The provisions of Section 1.6 shall apply to the Third-Party Sale. (h) If a proposed Third-Party Sale includes an extension of the Lease, Lessor shall receive a copy of the final escrow closing statement and a copy of the final executed purchase and sale contract with the third party, and Lessor shall have the right to confirm compliance with the requirements of this Article 2 before executing the Extension Amendment and finalizing the extension of the Lease. If Lessor determines that Lessee has not complied with the requirements of this Article 2, the provisions of Section 2.8 shall apply. (i) The ROFO and subsequent right to match a Third-Party Offer in the event of a proposed Third-Party Sale shall be ongoing, and except as otherwise provided in Section 2.7 below, shall apply to all transfers of the Leasehold Interest proposed at any time during the Term of the Lease, whether by the original Lessee named in this Amendment or any Successor Lessee.time

Third-Party Sale. If Lessor does not elect to purchase GPS will ensure that, until the Leasehold Interest on the terms and conditions later of (i) expiry of the Lessee OfferMine Closure Bond Period, and (ii) the completion of the Cancha Tailings Reclamation and the Trianx Xxxxings Reclamation, there is no Disposal of the Company (or any Shares in the Company) or the Coricancha Mine Complex or the Business, or fails any part of either, except in accordance with the provisions of this clause 18. In the event GPS wishes to respond undertake a relevant Disposal in the period referred to the Lessee Offer within the time period prescribed in Section 2.4 above, Lessee shall have the right to sell its Leasehold Interest to a third party above (a “Third-Third Party Sale”) at any time within one (1) year after the Lessee Offer Date (which, in the event there has been no Lessor ROFO Response, shall be the date Lessee submitted the Notice of Intent to Sell) (the “Outside Closing Date”), without having to reoffer the Leasehold Interest to Lessor; provided that the Third-Party Sale price, excluding any Extension Fee intended to be paid from the Third-Party Sale price at the time of such purchase but prior to any deduction for closing costs, lender fees, or brokerage commissions (the “Net Sale Price”), is no less than ninety-five percent (95%) of the Lessee Offer Price set forth in the Notice of Intent to Sell (the “Threshold Price”), and the Other Material Terms of the Third-Party Sale do not significantly differ from those stated in the Notice of Intent to Sell.): (a) When Lessee has received an acceptable written offer from a third party the Company (or the “Third-Party Offer”), and Lessee and such third party have come to terms on Purchaser or GPS in the case of a sale of the Leasehold InterestCompany) will deliver to Nyrstar a written notice of the proposed Third Party Sale to Nyrstar together with the identity of the proposed buyer (the “Proposed Buyer”) and information of sufficient detail reasonably necessary for Nyrstar to evaluate the financial standing and operational experience of the Proposed Buyer (the “Proposed Sale Notice”); (b) upon receipt of a Proposed Sale Notice, Nyrstar will proceed to evaluate the financial standing and operational experience of the Proposed Buyer and will make a reasonable, good faith determination as to whether to grant its consent to the Third Party Sale based on the financial standing and operational experience of the Proposed Buyer and whether such financial standing and operational experience of the Proposed Buyer is reasonably equivalent or superior to the financial standing and operational experience of the Company, the Purchaser and GPS, and for this purpose Nyrstar may take into account whether or not the proposed ThirdProposed Buyer will procure a parent-Party Sale incorporates an extension of the Termcompany guarantee, Lessee shall deliver written notice to Lessor in substantially and the form of that guarantee; (c) the attached Schedule 2.6(a) (the “Notice of Pending Sale”) setting forth the price and the Other Material Terms Company will use commercially reasonable efforts to provide any additional information reasonably requested by Nyrstar in order to complete its evaluation of the Third-Proposed Buyer; (d) Nyrstar will advise the Company in writing of its determination as to whether to consent to the Third Party Offer, and indicating whether the Other Material Terms in the Third-Party Offer are consistent with the Other Material Terms Sale within 21 days of receipt of the Lessee Offer. The Notice Proposed Sale Notice; and (e) it will be a condition in favour of Pending Sale shall also include all documents, whether executed or not, between Lessee and Nyrstar to the third party in connection with the Third-delivery of its consent to a Third Party Offer. Lessor shall acknowledge the date Lessor received the Notice of Pending Sale (the “Notice final form of Sale Date”) by completing which consent Nyrstar will be entitled to approve, in addition to such other provisions in the bottom portion of Schedule 2.6(a) relevant sale agreement which Nyrstar considers necessary for its benefit and returning protection), and a copy corresponding condition in favour of the completed Notice Company and the Purchaser to complete the Third Party Sale further to the granting of Pending Sale to Lessee within two (2) business days after receipt such consent, that effective as of the Notice of Pending Sale. Lessee need not have signed a purchase contract with the third party in order to submit the Third-Party Offer. If a purchase contract is signed by Lessee, it must include the following language: “This purchase contract may be subject to a right in favor closing of the Board of Trustees of the Xxxxxx Xxxxxxxx Junior University (“Stanford”) to match Buyer’s offer and purchase the Property. This purchase contract is effective only after Stanford has either confirmed that it has no right to purchase the Property, or has waived such right.” A/75456462.7 (b) Lessor shall respond to the Notice of Pending Sale within three (3) business days after the Notice of Sale Date in substantially the form of the attached Schedule 2.6(b) (the “Lessor Sale Response”), in which Lessor shall indicate its decision to match the Third-Party Offer pursuant to Section 2.6(d) below, if applicable. If a Lease extension is contemplated to be paid from escrow and the Third-Party Offer price is for an extended Term, the Net Sale Price shall be calculated as follows, with the Extension Fee being calculated assuming the Extension Fee Payment Date is the closing date of the Third-Third Party Sale: (f) the Company, the Purchaser, GPS and Nyrstar will have executed a termination agreement whereby: (i) If the Extension Fee has been calculated pursuant to Article 1 above and the Fee Simple Land Value Mine Closure Agreement will be terminated upon completion of the Parcel has been finally determined, the actual Extension Fee shall be deducted from the Third-Third Party Sale price; orSale; (ii) If the Extension Fee has not yet been calculated and provisions of clause 6 of this Agreement will cease to have effect from the Fee Simple Land Value time of completion of the Parcel has not yet been finalized pursuant to Article 1, for purposes of Lessor issuing its decision as to whether or not it will match Third Party Sale; (iii) the Net Sale Price, if applicable, the Extension Fee shall be calculated based on the Lessor Appraisal in effect as consequence of the Notice events referred to in paragraphs (i) and (ii) is that: A. each party will, as soon as reasonably practicable, pay any amounts owing to another party under a provision of Sale Date (the Mine Closure Agreement and clause 6 or this Agreement where such amount would have otherwise been payable at a later time in the absence of an unexpired Lessor Appraisalthe termination agreement; B. without limiting the obligation in paragraph A, Lessor’s good faith estimate the provisions of the then current Fee Simple Land ValueMine Closure Agreement will cease to have effect except for the provisions referred to in clause 3(b) of the Mine Closure Agreement; and C. each party retains the rights it has against the others in respect of any breach of the Mine Closure Agreement and an Extension Fee Payment Date equal clause 6 of this agreement occurring before the termination agreement becomes effective; (iv) from the time the termination agreement becomes effective the Proposed Buyer will be solely responsible to maintain the anticipated Third-Party Sale closing dateMine Closure Bond, and then deducted from the Third-Party Offer price. (c) Subject to requirements of this Article 2undertake, at its cost, any proposed Third-Party Sale that occurs prior to the Outside Closing Date with a Net Sale Price at or above the Threshold Price, where the Other Material Terms are not significantly different than the Lessee Offer, and which has been confirmed remaining work to be a permitted sale by Lessor shall be deemed a “Permitted Sale”. (d) If completed in connection with the Net Sale Price is below Coricancha Tailings Reclamation and the Threshold Price, or Trianx Xxxxings Reclamation following the Other Material Terms completion of the Third-Third Party Offer are significantly different from those in the Lessee Offer, Lessor shall have the right to match the Net Sale Price and the Other Material Terms of the Third-Party Offer and purchase the Leasehold Interest in accordance with Section 2.5. In case Section 2.6(b)(ii) applies, the Net Sale Price to be paid to Lessee at closing will be calculated when the Fee Simple Land Value of the Parcel and the Extension Fee have been finally determined. If Lessor elects not to purchase the Leasehold Interest on the terms and conditions of the Third-Party Offer, the proposed sale shall be deemed a Permitted Sale (subject to final confirmation as noted in Section 2.6(e) below). Notwithstanding the foregoing, in the event there is any subsequent change in the Other Material Terms, or a change in the purchase price that results in the Net Sale Price being reduced below the Threshold Price prior to closing, Lessee shall submit a revised Notice of Pending Sale and the foregoing provisions of this Section 2.6 shall apply. (e) Any Third-Party Sale must be consummated on or before the Outside Closing Date. Upon consummation of any Sale, Lessee shall deliver to Lessor a notice of assignment in substantially the form of the attached Schedule 2.6(e), indicating the closing date of the Third-Party Sale and the name of the assignee, along with a copy of the final escrow closing statement, a copy of the final executed purchase and sale contract with the third party, and a recorded copy of the leasehold deed, assignment of lease, or other instrument conveying the Leasehold Interest in the Property (collectively, the “Notice of Assignment”). Lessor’s acknowledgement of the Notice of Assignment shall include acknowledgement of the assumption of the Lease by the new Lessee of record (the “Successor Lessee”), and shall indicate whether the Sale remains a Permitted Sale. A/75456462.7 (f) If a Third-Party Sale does not occur before the expiration of the Outside Closing Date (whether or not the contract for the proposed Third-Party Sale remains in effect), but Lessee still desires to sell its Leasehold Interest, Lessee shall again deliver to Lessor a Lessee Offer in accordance with Section 2.2 (but offering the Leasehold Interest to Lessor on terms at least as favorable to Lessor as the terms of the Third-Party Offer or those; (g) If a proposed Third-Party Sale includes an extension if, before termination, Nyrstar has paid the Closure Contribution under clause 2(c)(ii) of the Lease, Mine Closure Agreement and the Extension Fee determination work required to complete the Coricancha Mine Closure Plan has not been completed at the date of termination, the Proposed Buyer and Nyrstar will have entered into an agreement whereby the Proposed Buyer will agree to complete the Coricancha Mine Closure Plan pursuant to Article 1 is not completed by the time Lessee desires undertakings substantially similar to close the Third-Party Salethose in clauses 2(c)(v), or by the Outside Closing Date2(c)(vi), Lessee may elect to close the Third-Party Sale prior to completion 2(c)(vii), 2(c)(viii), 2(c)(ix), 2(c)(x), 2(c)(xi), 2(c)(xii) and 2(c)(xiii) of the Lease extension, but the third-party purchaser shall not be entitled to the Lease extension, and Lessor shall have no obligation to sign the Extension Amendment until the process for determining the Extension Fee described in Article 1 has been completed, the Sale is deemed to be a Permitted Sale pursuant to Section 2.6(h) below, and the Extension Fee has been paid to Lessor (through escrow or otherwise). The provisions of Section 1.6 shall apply to the Third-Party Sale.Mine Closure Agreement; (h) If the Proposed Buyer and Nyrstar will have entered into a proposed Third-Party Sale includes an extension novation agreement with respect to the Earn Out Agreement whereby the Proposed Buyer will assume responsibility for making the payments of the Lease, Lessor shall receive a copy of Earn-Out Consideration under the final escrow closing statement and a copy of the final executed purchase and sale contract with the third party, and Lessor shall have the right to confirm compliance with the requirements of this Article 2 before executing the Extension Amendment and finalizing the extension of the Lease. If Lessor determines that Lessee has not complied with the requirements of this Article 2, the provisions of Section 2.8 shall apply.Earn Out Agreement; (i) The ROFO if reasonably required by Nyrstar as a condition to the granting of its consent, the execution and subsequent right to match a Third-Party Offer in the event delivery of a proposed Third-Party Sale shall be ongoingparent company guarantee in favour of Nyrstar in a form agreed by Nyrstar; and (j) subject to the obligations referred to in paragraphs (f) and (g) having been fully performed, Nyrstar and except as otherwise provided Nyrstar N.V. will have executed releases in Section 2.7 below, shall apply to all transfers favour of the Leasehold Interest proposed at any time during Company and the Term Purchaser whereby Nyrstar and Nyrstar N.V. will have released the Company and the Purchaser from their respective obligations under this Agreement effective upon the completion of the Lease, whether by the original Lessee named in this Amendment or any Successor LesseeThird Party Sale.

Third-Party Sale. (a) If Lessor does the Exit IPO is not elect to purchase the Leasehold Interest completed in accordance with Clause 6.1 above, on the terms and conditions of the Lessee Offer, or fails to respond prior to the Lessee Offer within Exit Period, the time period prescribed Sponsors and Company shall take best efforts to provide complete exit to Sabre through sale of all the equity securities held by Sabre (Third Party Sale) at that point in Section 2.4 abovetime, Lessee shall have the right to sell its Leasehold Interest to a third party purchaser (a “Third-Third Party Sale”Purchaser), prior to the expiry of 12 (twelve) months from the Exit Period (Extended Exit Period) at any time within one (1) year after the Lessee Offer Date (which, such price as acceptable to Sabre in the event there has been no Lessor ROFO Response, shall be the date Lessee submitted the Notice of Intent to Sell) (the “Outside Closing Date”), without having to reoffer the Leasehold Interest to Lessor; provided that the Third-Party Sale price, excluding any Extension Fee intended to be paid from the Third-Party Sale price at the time of such purchase but prior to any deduction for closing costs, lender fees, or brokerage commissions (the “Net Sale Price”), is no less than ninety-five percent (95%) of the Lessee Offer Price set forth in the Notice of Intent to Sell (the “Threshold Price”), and the Other Material Terms of the Third-Party Sale do not significantly differ from those stated in the Notice of Intent to Sellwriting. (a) When Lessee has received an acceptable written offer from a third party (the “Third-Party Offer”), and Lessee and such third party have come to terms on a sale of the Leasehold Interest, whether or not the proposed Third-Party Sale incorporates an extension of the Term, Lessee shall deliver written notice to Lessor in substantially the form of the attached Schedule 2.6(a) (the “Notice of Pending Sale”) setting forth the price and the Other Material Terms of the Third-Party Offer, and indicating whether the Other Material Terms in the Third-Party Offer are consistent with the Other Material Terms of the Lessee Offer. The Notice of Pending Sale shall also include all documents, whether executed or not, between Lessee and the third party in connection with the Third-Party Offer. Lessor shall acknowledge the date Lessor received the Notice of Pending Sale (the “Notice of Sale Date”) by completing the bottom portion of Schedule 2.6(a) and returning a copy of the completed Notice of Pending Sale to Lessee within two (2) business days after receipt of the Notice of Pending Sale. Lessee need not have signed a purchase contract with the third party in order to submit the Third-Party Offer. If a purchase contract is signed by Lessee, it must include the following language: “This purchase contract may be subject to a right in favor of the Board of Trustees of the Xxxxxx Xxxxxxxx Junior University (“Stanford”) to match Buyer’s offer and purchase the Property. This purchase contract is effective only after Stanford has either confirmed that it has no right to purchase the Property, or has waived such right.” A/75456462.7 (b) Lessor shall respond to the Notice of Pending Sale within three Within 15 (3fifteen) business days Business Days after the Notice of Sale Date in substantially Exit Period, the form Company shall convene a Board meeting at which the Board shall appoint one or more of the attached Schedule 2.6(binvestment banker(s) (the “Lessor Sale Response”), in which Lessor shall indicate its decision to match the Third-Party Offer pursuant to Section 2.6(d) below, if applicable. If undertake a Lease extension is contemplated to be paid from escrow and the Third-Party Offer price is for an extended Term, the Net Sale Price shall be calculated as follows, with the Extension Fee being calculated assuming the Extension Fee Payment Date is the closing date of the Third-Third Party Sale: (i) If the Extension Fee has been calculated pursuant to Article 1 above and the Fee Simple Land Value of the Parcel has been finally determined, the actual Extension Fee shall be deducted from the Third-Party Sale price; or (ii) If the Extension Fee has not yet been calculated and the Fee Simple Land Value of the Parcel has not yet been finalized pursuant to Article 1, for purposes of Lessor issuing its decision as to whether or not it will match the Net Sale Price, if applicable, the Extension Fee shall be calculated based on the Lessor Appraisal in effect as of the Notice of Sale Date (or in the absence of an unexpired Lessor Appraisal, Lessor’s good faith estimate of the then current Fee Simple Land Value) and an Extension Fee Payment Date equal to the anticipated Third-Party Sale closing date, and then deducted from the Third-Party Offer price. (c) Subject Within 30 (thirty) Business Days after the Exit Period, the investment banker so appointed shall prepare an information memorandum and issue such information memorandum to requirements prospective buyers of this Article 2, any proposed Third-the Shares held by Sabre and thereafter complete all necessary actions to find a suitable Third Party Sale that occurs prior to Purchaser for all the Outside Closing Date with a Net Sale Price at or above the Threshold Price, where the Other Material Terms are not significantly different than the Lessee Offer, and which has been confirmed to be a permitted sale Shares held by Lessor shall be deemed a “Permitted Sale”Sabre. (d) If Within 5 (five) Business Days of receipt of offers for the Net Shares held by Sabre, the Company shall provide Sabre with a notice (Third Party Sale Price is below the Threshold Price, or the Other Material Terms Notice) setting out identity of the Third-Third Party Offer are significantly different from those in the Lessee Offer, Lessor shall have the right to match the Net Sale Price and the Other Material Terms of the Third-Party Offer and purchase the Leasehold Interest in accordance with Section 2.5. In case Section 2.6(b)(ii) appliesPurchaser, the Net Sale Price price or valuation, the number of Shares to be paid sold, written offer received from proposed Third Party Purchaser and any other matters and terms related to Lessee at closing will be calculated when the Fee Simple Land Value of the Parcel and the Extension Fee have been finally determined. If Lessor elects not to purchase the Leasehold Interest on the terms and conditions of the Third-Third Party Offer, the proposed sale shall be deemed a Permitted Sale (subject to final confirmation as noted in Section 2.6(e) below). Notwithstanding the foregoing, in the event there is any subsequent change in the Other Material Terms, or a change in the purchase price that results in the Net Sale Price being reduced below the Threshold Price prior to closing, Lessee shall submit a revised Notice of Pending Sale and the foregoing provisions of this Section 2.6 shall applySale. (e) Any Third-The Third Party Sale must shall be consummated on or before deemed to be completed only upon Sabre receiving its full consideration, in cash, for the Outside Closing Date. Upon consummation sale of any Sale, Lessee shall deliver to Lessor a notice of assignment in substantially the form of the attached Schedule 2.6(e), indicating the closing date of the Third-Party Sale and the name of the assignee, along with a copy of the final escrow closing statement, a copy of the final executed purchase and sale contract with the third party, and a recorded copy of the leasehold deed, assignment of lease, or other instrument conveying the Leasehold Interest all its Shares in the Property (collectively, the “Notice of Assignment”). Lessor’s acknowledgement of the Notice of Assignment shall include acknowledgement of the assumption of the Lease by the new Lessee of record (the “Successor Lessee”), and shall indicate whether the Sale remains a Permitted Sale. A/75456462.7Company. (f) If a Third-The Sponsors and Company shall provide any transaction assistance as may be necessary in connection with the Third Party Sale does not occur before Sale. The Company hereby agrees to do all acts and deeds necessary for effecting the expiration of the Outside Closing Date (whether or not the contract for the proposed Third-Party Sale remains in effect), but Lessee still desires to sell its Leasehold Interest, Lessee shall again deliver to Lessor a Lessee Offer in accordance with Section 2.2 (but offering the Leasehold Interest to Lessor on terms at least as favorable to Lessor as the terms of the Third-Party Offer or those (g) If a proposed Third-Party Sale includes an extension of the Lease, and the Extension Fee determination pursuant to Article 1 is not completed by the time Lessee desires to close the Third-Third Party Sale, or by the Outside Closing Dateincluding providing representations and warranties, Lessee may elect indemnities and covenants customary to close the Third-such Third Party Sale prior Sale. Each Shareholder will provide representations and warranties in relation to completion of the Lease extension, but the third-party purchaser shall not be entitled their own title to the Lease extensionShares and /or equity securities. Further, and Lessor all the other Shareholders shall have no obligation to sign extend the Extension Amendment until necessary cooperation for facilitating such Third Party Sale, including offering a part of their respective shareholding in the process Company for determining the Extension Fee described in Article 1 has been completed, the Sale is deemed to be a Permitted Sale pursuant to Section 2.6(h) below, and the Extension Fee has been paid to Lessor (through escrow or otherwise). The provisions of Section 1.6 shall apply sale to the Third-Third Party SalePurchaser. (h) If a proposed Third-Party Sale includes an extension of the Lease, Lessor shall receive a copy of the final escrow closing statement and a copy of the final executed purchase and sale contract with the third party, and Lessor shall have the right to confirm compliance with the requirements of this Article 2 before executing the Extension Amendment and finalizing the extension of the Lease. If Lessor determines that Lessee has not complied with the requirements of this Article 2, the provisions of Section 2.8 shall apply. (i) The ROFO and subsequent right to match a Third-Party Offer in the event of a proposed Third-Party Sale shall be ongoing, and except as otherwise provided in Section 2.7 below, shall apply to all transfers of the Leasehold Interest proposed at any time during the Term of the Lease, whether by the original Lessee named in this Amendment or any Successor Lessee.

Third-Party Sale. If Lessor does not elect to purchase GPS will ensure that, until the Leasehold Interest on the terms and conditions later of (i) expiry of the Lessee OfferMine Closure Bond Period, and (ii) the completion of the Cancha Tailings Reclamation and the Xxxxxx Tailings Reclamation, there is no Disposal of the Company (or any Shares in the Company) or the Coricancha Mine Complex or the Business, or fails any part of either, except in accordance with the provisions of this clause 18. In the event GPS wishes to respond undertake a relevant Disposal in the period referred to the Lessee Offer within the time period prescribed in Section 2.4 above, Lessee shall have the right to sell its Leasehold Interest to a third party above (a “Third-Third Party Sale”) at any time within one (1) year after the Lessee Offer Date (which, in the event there has been no Lessor ROFO Response, shall be the date Lessee submitted the Notice of Intent to Sell) (the “Outside Closing Date”), without having to reoffer the Leasehold Interest to Lessor; provided that the Third-Party Sale price, excluding any Extension Fee intended to be paid from the Third-Party Sale price at the time of such purchase but prior to any deduction for closing costs, lender fees, or brokerage commissions (the “Net Sale Price”), is no less than ninety-five percent (95%) of the Lessee Offer Price set forth in the Notice of Intent to Sell (the “Threshold Price”), and the Other Material Terms of the Third-Party Sale do not significantly differ from those stated in the Notice of Intent to Sell.): (a) When Lessee has received an acceptable written offer from a third party the Company (or the “Third-Party Offer”), and Lessee and such third party have come to terms on Purchaser or GPS in the case of a sale of the Leasehold InterestCompany) will deliver to Nyrstar a written notice of the proposed Third Party Sale to Nyrstar together with the identity of the proposed buyer (the “Proposed Buyer”) and information of sufficient detail reasonably necessary for Nyrstar to evaluate the financial standing and operational experience of the Proposed Buyer (the “Proposed Sale Notice”); (b) upon receipt of a Proposed Sale Notice, Nyrstar will proceed to evaluate the financial standing and operational experience of the Proposed Buyer and will make a reasonable, good faith determination as to whether to grant its consent to the Third Party Sale based on the financial standing and operational experience of the Proposed Buyer and whether such financial standing and operational experience of the Proposed Buyer is reasonably equivalent or superior to the financial standing and operational experience of the Company, the Purchaser and GPS, and for this purpose Nyrstar may take into account whether or not the proposed ThirdProposed Buyer will procure a parent-Party Sale incorporates an extension of the Termcompany guarantee, Lessee shall deliver written notice to Lessor in substantially and the form of that guarantee; (c) the attached Schedule 2.6(a) (the “Notice of Pending Sale”) setting forth the price and the Other Material Terms Company will use commercially reasonable efforts to provide any additional information reasonably requested by Nyrstar in order to complete its evaluation of the Third-Proposed Buyer; (d) Nyrstar will advise the Company in writing of its determination as to whether to consent to the Third Party Offer, and indicating whether the Other Material Terms in the Third-Party Offer are consistent with the Other Material Terms Sale within 21 days of receipt of the Lessee Offer. The Notice Proposed Sale Notice; and (e) it will be a condition in favour of Pending Sale shall also include all documents, whether executed or not, between Lessee and Nyrstar to the third party in connection with the Third-delivery of its consent to a Third Party Offer. Lessor shall acknowledge the date Lessor received the Notice of Pending Sale (the “Notice final form of Sale Date”) by completing which consent Nyrstar will be entitled to approve, in addition to such other provisions in the bottom portion of Schedule 2.6(a) relevant sale agreement which Nyrstar considers necessary for its benefit and returning protection), and a copy corresponding condition in favour of the completed Notice Company and the Purchaser to complete the Third Party Sale further to the granting of Pending Sale to Lessee within two (2) business days after receipt such consent, that effective as of the Notice of Pending Sale. Lessee need not have signed a purchase contract with the third party in order to submit the Third-Party Offer. If a purchase contract is signed by Lessee, it must include the following language: “This purchase contract may be subject to a right in favor closing of the Board of Trustees of the Xxxxxx Xxxxxxxx Junior University (“Stanford”) to match Buyer’s offer and purchase the Property. This purchase contract is effective only after Stanford has either confirmed that it has no right to purchase the Property, or has waived such right.” A/75456462.7 (b) Lessor shall respond to the Notice of Pending Sale within three (3) business days after the Notice of Sale Date in substantially the form of the attached Schedule 2.6(b) (the “Lessor Sale Response”), in which Lessor shall indicate its decision to match the Third-Party Offer pursuant to Section 2.6(d) below, if applicable. If a Lease extension is contemplated to be paid from escrow and the Third-Party Offer price is for an extended Term, the Net Sale Price shall be calculated as follows, with the Extension Fee being calculated assuming the Extension Fee Payment Date is the closing date of the Third-Third Party Sale: (f) the Company, the Purchaser, GPS and Nyrstar will have executed a termination agreement whereby: (i) If the Extension Fee has been calculated pursuant to Article 1 above and the Fee Simple Land Value Mine Closure Agreement will be terminated upon completion of the Parcel has been finally determined, the actual Extension Fee shall be deducted from the Third-Third Party Sale price; orSale; (ii) If the Extension Fee has not yet been calculated and provisions of clause 6 of this Agreement will cease to have effect from the Fee Simple Land Value time of completion of the Parcel has not yet been finalized pursuant to Article 1, for purposes of Lessor issuing its decision as to whether or not it will match Third Party Sale; (iii) the Net Sale Price, if applicable, the Extension Fee shall be calculated based on the Lessor Appraisal in effect as consequence of the Notice events referred to in paragraphs (i) and (ii) is that: A. each party will, as soon as reasonably practicable, pay any amounts owing to another party under a provision of Sale Date (the Mine Closure Agreement and clause 6 or this Agreement where such amount would have otherwise been payable at a later time in the absence of an unexpired Lessor Appraisalthe termination agreement; B. without limiting the obligation in paragraph A, Lessor’s good faith estimate the provisions of the then current Fee Simple Land ValueMine Closure Agreement will cease to have effect except for the provisions referred to in clause 3(b) of the Mine Closure Agreement; and C. each party retains the rights it has against the others in respect of any breach of the Mine Closure Agreement and an Extension Fee Payment Date equal clause 6 of this agreement occurring before the termination agreement becomes effective; (iv) from the time the termination agreement becomes effective the Proposed Buyer will be solely responsible to maintain the anticipated Third-Party Sale closing dateMine Closure Bond, and then deducted from the Third-Party Offer price. (c) Subject to requirements of this Article 2undertake, at its cost, any proposed Third-Party Sale that occurs prior to the Outside Closing Date with a Net Sale Price at or above the Threshold Price, where the Other Material Terms are not significantly different than the Lessee Offer, and which has been confirmed remaining work to be a permitted sale by Lessor shall be deemed a “Permitted Sale”. (d) If completed in connection with the Net Sale Price is below Coricancha Tailings Reclamation and the Threshold Price, or Xxxxxx Tailings Reclamation following the Other Material Terms completion of the Third-Third Party Offer are significantly different from those in the Lessee Offer, Lessor shall have the right to match the Net Sale Price and the Other Material Terms of the Third-Party Offer and purchase the Leasehold Interest in accordance with Section 2.5. In case Section 2.6(b)(ii) applies, the Net Sale Price to be paid to Lessee at closing will be calculated when the Fee Simple Land Value of the Parcel and the Extension Fee have been finally determined. If Lessor elects not to purchase the Leasehold Interest on the terms and conditions of the Third-Party Offer, the proposed sale shall be deemed a Permitted Sale (subject to final confirmation as noted in Section 2.6(e) below). Notwithstanding the foregoing, in the event there is any subsequent change in the Other Material Terms, or a change in the purchase price that results in the Net Sale Price being reduced below the Threshold Price prior to closing, Lessee shall submit a revised Notice of Pending Sale and the foregoing provisions of this Section 2.6 shall apply. (e) Any Third-Party Sale must be consummated on or before the Outside Closing Date. Upon consummation of any Sale, Lessee shall deliver to Lessor a notice of assignment in substantially the form of the attached Schedule 2.6(e), indicating the closing date of the Third-Party Sale and the name of the assignee, along with a copy of the final escrow closing statement, a copy of the final executed purchase and sale contract with the third party, and a recorded copy of the leasehold deed, assignment of lease, or other instrument conveying the Leasehold Interest in the Property (collectively, the “Notice of Assignment”). Lessor’s acknowledgement of the Notice of Assignment shall include acknowledgement of the assumption of the Lease by the new Lessee of record (the “Successor Lessee”), and shall indicate whether the Sale remains a Permitted Sale. A/75456462.7 (f) If a Third-Party Sale does not occur before the expiration of the Outside Closing Date (whether or not the contract for the proposed Third-Party Sale remains in effect), but Lessee still desires to sell its Leasehold Interest, Lessee shall again deliver to Lessor a Lessee Offer in accordance with Section 2.2 (but offering the Leasehold Interest to Lessor on terms at least as favorable to Lessor as the terms of the Third-Party Offer or those; (g) If a proposed Third-Party Sale includes an extension if, before termination, Nyrstar has paid the Closure Contribution under clause 2(c)(ii) of the Lease, Mine Closure Agreement and the Extension Fee determination work required to complete the Coricancha Mine Closure Plan has not been completed at the date of termination, the Proposed Buyer and Nyrstar will have entered into an agreement whereby the Proposed Buyer will agree to complete the Coricancha Mine Closure Plan pursuant to Article 1 is not completed by the time Lessee desires undertakings substantially similar to close the Third-Party Salethose in clauses 2(c)(v), or by the Outside Closing Date2(c)(vi), Lessee may elect to close the Third-Party Sale prior to completion 2(c)(vii), 2(c)(viii), 2(c)(ix), 2(c)(x), 2(c)(xi), 2(c)(xii) and 2(c)(xiii) of the Lease extension, but the third-party purchaser shall not be entitled to the Lease extension, and Lessor shall have no obligation to sign the Extension Amendment until the process for determining the Extension Fee described in Article 1 has been completed, the Sale is deemed to be a Permitted Sale pursuant to Section 2.6(h) below, and the Extension Fee has been paid to Lessor (through escrow or otherwise). The provisions of Section 1.6 shall apply to the Third-Party Sale.Mine Closure Agreement; (h) If the Proposed Buyer and Nyrstar will have entered into a proposed Third-Party Sale includes an extension novation agreement with respect to the Earn Out Agreement whereby the Proposed Buyer will assume responsibility for making the payments of the Lease, Lessor shall receive a copy of Earn-Out Consideration under the final escrow closing statement and a copy of the final executed purchase and sale contract with the third party, and Lessor shall have the right to confirm compliance with the requirements of this Article 2 before executing the Extension Amendment and finalizing the extension of the Lease. If Lessor determines that Lessee has not complied with the requirements of this Article 2, the provisions of Section 2.8 shall apply.Earn Out Agreement; (i) The ROFO if reasonably required by Nyrstar as a condition to the granting of its consent, the execution and subsequent right to match a Third-Party Offer in the event delivery of a proposed Third-Party Sale shall be ongoingparent company guarantee in favour of Nyrstar in a form agreed by Nyrstar; and (j) subject to the obligations referred to in paragraphs (f) and (g) having been fully performed, Nyrstar and except as otherwise provided Nyrstar N.V. will have executed releases in Section 2.7 below, shall apply to all transfers favour of the Leasehold Interest proposed at any time during Company and the Term Purchaser whereby Nyrstar and Nyrstar N.V. will have released the Company and the Purchaser from their respective obligations under this Agreement effective upon the completion of the Lease, whether by the original Lessee named in this Amendment or any Successor LesseeThird Party Sale.