Common use of Third Party Sales Clause in Contracts

Third Party Sales. (a) During the term of this Agreement, if GF Canco or any other member of the GF Group wishes to sell in the aggregate, in one transaction or a series of related transactions, more than 2% of the then issued and outstanding Common Shares (other than a proposed sale to a person that is a member of the GF Group) (a “Proposed Private Sale”), then: (i) prior to conducting any marketing efforts to sell such Common Shares, GF Canco shall give written notice to Asanko of the Proposed Private Sale (the “Proposed Private Sale Notice”), which Proposed Private Sale Notice shall contain the total number of Common Shares proposed to be sold pursuant to the Proposed Private Sale; (ii) Asanko shall have the right to name, by notice in writing to GF Canco (the “Purchaser Notice”) within ten (10) Business Days following delivery of the Proposed Private Sale Notice (the “Proposed Private Sale Period”), one or more purchasers (each, a “Private Sale Purchaser”) who (A) GF Canco advises Asanko are acceptable to GF Canco, acting reasonably, and (B) are capable of closing, and willing to close, the Proposed Private Sale within ten (10) Business Days of the receipt of the Purchaser Notice by GF Canco; (iii) GF Canco shall in good faith negotiate with one or more of the Private Sale Purchasers a price and the other transaction terms, for the Proposed Private Sale as soon as reasonably practicable following receipt of the Purchaser Notice by GF Canco; and (iv) in the event that a Purchaser Notice is delivered by Asanko, and GF Canco and one or more Private Sale Purchasers agree on terms of sale pursuant to Sections 4.1(a)(ii) and 4.1(a)(iii), GF Canco shall be required to complete the Proposed Private Sale with the Private Sale Purchaser(s). (b) In the event that Asanko fails to identify a Private Sale Purchaser within the Proposed Private Sale Period, GF Canco, acting reasonably, is unable to agree to transaction terms with the Private Sale Purchaser within three (3) Business Days of receipt of the Purchaser Notice, or the requirements of Sections 4.1(a)(ii) and 4.1(a)(iii) are otherwise not satisfied, then GF Canco may sell or transfer the Common Shares that were the subject of the applicable Proposed Private Sale Notice without any restriction or limitation, provided that if GF Canco does not complete the Proposed Private Sale (or an alternative disposition transaction) within sixty (60) days of the date of the Proposed Private Sale Notice, the provisions of this Article 4 shall again apply.

Third Party Sales. The Seller may sell Seller’s Gas to third parties (“Third Party Sales”), without affecting the Seller’s Gas Volume Commitment obligations set forth in Article 4, as follows: (a) During If the term Buyer has declined the option to purchase an additional volume of this Agreement, if GF Canco or any other member Seller’s Gas in excess of fifteen percent (15%) the GF Group wishes to sell in Maximum Purchase Requirement (the aggregate, in one transaction or a series of related transactions, more than 2% of the then issued and outstanding Common Shares (other than a proposed sale to a person that is a member of the GF Group) (a “Proposed Private SaleExcess Gas Volume”), then: (i) prior to conducting any marketing efforts to sell such Common Shares, GF Canco shall give written notice to Asanko of then the Proposed Private Sale (the “Proposed Private Sale Notice”), which Proposed Private Sale Notice shall contain the total number of Common Shares proposed to be sold pursuant to the Proposed Private Sale; (ii) Asanko shall have the right to name, by notice in writing to GF Canco (the “Purchaser Notice”) within ten (10) Business Days following delivery of the Proposed Private Sale Notice (the “Proposed Private Sale Period”), one or more purchasers (each, a “Private Sale Purchaser”) who (A) GF Canco advises Asanko are acceptable to GF Canco, acting reasonably, and (B) are capable of closing, and willing to close, the Proposed Private Sale within ten (10) Business Days of the receipt of the Purchaser Notice by GF Canco; (iii) GF Canco shall in good faith negotiate with one or more of the Private Sale Purchasers a price and the other transaction terms, Seller may enter into Third Party Sales for the Proposed Private Sale as soon as reasonably practicable following receipt of the Purchaser Notice by GF Canco; and (iv) in the event that a Purchaser Notice is delivered by Asanko, and GF Canco and one or more Private Sale Purchasers agree on terms of sale pursuant to Sections 4.1(a)(ii) and 4.1(a)(iii), GF Canco shall be required to complete the Proposed Private Sale with the Private Sale Purchaser(s)Excess Gas Volume. (b) In If the event Weighted Average Gas Price is less than [*] for month (m), then in month (m)+1 the Seller may give the Buyer ten (10) days written notice of its intention to sell to a third party. If the Buyer does not provide written notice to the Seller that Asanko fails to identify a Private Sale Purchaser it will pay [*] for Seller’s Gas within five (5) days from the Proposed Private Sale receipt of such Seller’s notice, then the Seller may enter into Third Parties Sales for periods of ninety (90) days each (“Third Party Sales Period”). If the Weighted Average Gas Price remains below [*] during the Third Party Sales Period, GF Cancothen thirty (30) days prior to the end of the Third Party Sales Period, acting reasonablyBuyer may give Seller written notice that it will pay [*] for such Seller’s Gas. If Seller receives such written notice or if the Weighted Average Gas Price is greater or equal than [*], is unable then Seller shall resume selling Seller’s Gas to agree to transaction terms Buyer upon the termination of the Third Party Sales Period. Certain confidential information has been omitted from this document, as indicated by the notation “[*]”. The omitted information has been filed on a confidential basis with the Private Sale Purchaser within three Securities and Exchange Commission pursuant to a request for confidential treatment. (3c) Business Days If Buyer’s Plant is shut down for economic reason, then the Seller may immediately enter into Third Party Sales for a Third Party Sales Period. Buyer will give the Seller written notice thirty (30) days’ prior of receipt its intention to shut down for economic reasons. (d) If the Buyer’s Plant is shut down because of a lack of natural gas supply, then the Seller may immediately enter into Third Party Sales for a Third Party Sales Period. Buyer will give Seller written notice of such a shutdown as soon as reasonably possible. (e) If Buyer gives Seller written notice that it will be restarting the Plant thirty (30) days’ prior to the end of a Third Party Sales Period under clause 2.3(c) or 2.3(d), then Seller shall resume selling Seller’s Gas to Buyer after the end of the Purchaser Notice, or the requirements of Sections 4.1(a)(ii) and 4.1(a)(iii) are otherwise Third Party Sales Period. If Buyer does not satisfiedgive such written notice to Seller, then GF Canco Seller may enter into a new Third Party Sales Period and may continue to enter into subsequent Third Party Sales Periods until Buyer gives Seller written notice thirty (30) days’ prior to the end of a Third Party Sales Period that it will be restarting the Plant, and upon termination of such Third Party Sales Period, Seller shall sell or transfer Seller’s Gas to Buyer under the Common Shares terms and conditions of this Contract. (f) If any Governmental authorisations are required for Third Party Sales, the Parties agree that were the subject Third Party Sales Period shall begin to run on the earlier of the applicable Proposed Private Sale Notice without any restriction or limitation, provided that if GF Canco does not complete the Proposed Private Sale (or an alternative disposition transactioni) within sixty (60) days of the date of the Proposed Private Sale Noticeissuing of the last of such authorisations or (ii) thirty (30) days from the date the Buyer declines to exercise the option under clause 2.3(a) above; declines to pay [*] under clause 2.3(b) above; provides written notice of an economic shut down under clause 2.3(c) above; or informs the Seller that Buyer’s Plant is shut down because of a lack of natural gas supply under clause 2.3(d) above. The Buyer shall take Seller’s Gas until start of such Third Party Sales Period if its Plant is in operation. (g) Notwithstanding any of the above, Seller shall always have the provisions right to negotiate with third parties the conditions of this Article 4 shall again applya potential sale agreement.

Third Party Sales. (a) During If the term Right of this Agreement, if GF Canco or First Refusal is not exercised with respect to any other member portion of the GF Group wishes Transfer Shares by the Non-Transferring Member and/or its assignee(s), then the Transferring Member shall have the right, but not the obligation, to attempt to sell in the aggregate, in one transaction or a series of related transactions, more than 2% of the then issued and outstanding Common unsubscribed Transfer Shares (other than a proposed sale to a person that is a member of the GF Group) (a “Proposed Private Sale”), then: (i) prior to conducting any marketing efforts to sell such Common Shares, GF Canco shall give written notice to Asanko of the Proposed Private Sale (the “Proposed Private Sale Notice”), which Proposed Private Sale Notice shall contain the total number of Common Shares proposed to be sold third party pursuant to the Proposed Private Sale; (ii) Asanko following process. For the avoidance of doubt, the Transferring Member shall not have the right to nameproceed to the Public Offering process set forth in Section 9.3.10 before fully completing the third-party sale process set forth in this Section 9.3.9, unless otherwise consented to by notice the Non-Transferring Member. (a) As the initial step in writing to GF Canco (the “Purchaser Notice”) within ten (10) Business Days following delivery process, the Members shall jointly prepare an initial list of the Proposed Private Sale Notice (the “Proposed Private Sale Period”), one or more purchasers qualified potential acquirers (each, a “Private Sale PurchaserPotential Acquirer”, and collectively, the “Potential Acquirers”) who (A) GF Canco advises Asanko are acceptable to GF Canco, acting reasonably, and (B) are capable of closing, and willing to closethe unsubscribed Transfer Shares. For the avoidance of doubt, the Proposed Private Sale within ten (10) Business Days list of Potential Acquirers shall be subject to the approval of the receipt of the Purchaser Notice by GF Canco; (iii) GF Canco shall in good faith negotiate with one or more of the Private Sale Purchasers a price and the other transaction termsNon-Transferring Member, for the Proposed Private Sale as soon as reasonably practicable following receipt of the Purchaser Notice by GF Canco; and (iv) in the event that a Purchaser Notice is delivered by Asanko, and GF Canco and one or more Private Sale Purchasers agree on terms of sale pursuant such approval not to Sections 4.1(a)(ii) and 4.1(a)(iii), GF Canco shall be required to complete the Proposed Private Sale with the Private Sale Purchaser(s)unreasonably withheld. (b) In the event that Asanko fails to identify a Private Sale Purchaser within the Proposed Private Sale Period, GF Canco, acting reasonably, is unable to agree to transaction terms with the Private Sale Purchaser within three (3) Business Days of receipt Upon completion of the Purchaser Noticeinitial list of Potential Acquirers (such date of completion, the “Offer Commencement Date”), the Transferring Member may then offer the applicable Transfer Shares for sale to any or the requirements of Sections 4.1(a)(ii) and 4.1(a)(iii) are otherwise not satisfied, then GF Canco may sell or transfer the Common Shares that were the subject all of the applicable Proposed Private Sale Notice without Potential Acquirers. The Members will participate in a joint sale process, but in no event shall the Non-Transferring Member have the right to participate in the Transferring Member’s negotiations with any restriction or limitation, provided that if GF Canco does not complete the Proposed Private Sale Potential Acquirer. (or an alternative disposition transactionc) within Each Potential Acquirer shall have a period of sixty (60) days from the Offer Commencement Date (the last day of such period, the “Initial Bid End-Date”) in which to submit an initial non-binding bid for the applicable Transfer Shares (or a shorter period if both Members determine in good faith that further bona fide bids are not reasonably likely to be received before the end of such sixty (60)-day period). (d) Each Potential Acquirer that has submitted an initial bid shall have a period of thirty (30) days, or up to sixty (60) days, at the Non-Transferring Member’s option, if the Non-Transferring Member determines in good faith that such extension is warranted to accommodate a bona fide bidder, from the Initial Bid End-Date in which to submit a final bid for the applicable Transfer Shares (the last day of such period, the “Final Bid End-Date”). (e) The Transferring Member shall have a period of twenty (20) days, or up to thirty (30) days, at the Non-Transferring Member’s option, if the Non-Transferring Member determines in good faith that such extension is warranted to accommodate a bona fide bidder, from the Final Bid End-Date in which to consummate the sale of the date applicable Transfer Shares (the last day of such period, the “Sale End-Date”). (f) The Members may mutually agree to extend any of the Proposed Private Sale Noticetime periods set forth above. (g) No sale of the applicable Transfer Shares to a Potential Acquirer shall be effected except at a value that is equal to or greater than the Valuation Amount. In addition, in the provisions event that the sale of this Article 4 the applicable Transfer Shares by the Transferring Member to a Potential Acquirer includes the transfer of strategic and/or governance rights relating to the Company and/or the Non-Transferring Member (including rights relating to the appointment of Managers (Section 7.2), and the matters requiring a Special Vote (Section 7.7) (i.e., any rights in excess of Economic Rights)), such sale shall again applybe subject to the approval of the Non-Transferring Member, such approval not to be unreasonably withheld.

Third Party Sales. If Tenant makes an offer under clause (aiii) During of Section 3.02 above, Landlord shall notify Tenant in writing within thirty (30) days of delivery of ROFO Response Notice, whether or not Landlord will accept Tenant’s offer. If (i) Landlord and Tenant fail to close by the term of this Agreement, if GF Canco or any other member of the GF Group wishes to sell in the aggregate, in one transaction or a series of related transactions, more than 2% of the then issued and outstanding Common Shares Closing Date (for reasons other than a proposed sale to a person that is a member of the GF Group) (a “Proposed Private Sale”delay caused by Landlord), then: (i) prior to conducting any marketing efforts to sell such Common Shares, GF Canco shall give written notice to Asanko of the Proposed Private Sale (the “Proposed Private Sale Notice”), which Proposed Private Sale Notice shall contain the total number of Common Shares proposed to be sold pursuant to the Proposed Private Sale; (ii) Asanko Tenant declines to purchase the Premises under clause (ii) of Section 3.02 above, or (iii) Landlord rejects Tenant’s Terms should Tenant elect to send a ROFO Response Notice pursuant to clause (iii) of Section 3.02 above, then Landlord shall have the right to name, by notice in writing to GF Canco sell the Premises as set forth herein and shall have a period of three (3) years from the “Purchaser Notice”) within ten (10) Business Days following delivery end of the Proposed Private Sale Notice (Exercise Period to enter into a contract of sale with any bona fide purchaser to acquire the “Proposed Private Sale Period”), one or more purchasers (each, a “Private Sale Purchaser”) who (A) GF Canco advises Asanko are acceptable Premises subject to GF Canco, acting reasonablythe Landlord’s Conditions, and an additional six (B6) are capable months from execution of closinga contract of sale to close the sales transaction, and willing to close, the Proposed Private Sale within ten at a purchase price of no less than one hundred percent (10100%) Business Days of the receipt of the Purchaser Notice by GF Canco; ROFO Purchase Price (iii) GF Canco shall in good faith negotiate with one or more of the Private Sale Purchasers a price and the other transaction terms, for the Proposed Private Sale as soon as reasonably practicable following receipt of the Purchaser Notice by GF Canco; and (iv) Tenant’s Offer Price in the event that Tenant has sent a Purchaser ROFO Response Notice pursuant to clause (iii) of Section 3.02 above). If Landlord wishes to accept a third party offer at a price less than one hundred percent (100%) of the then-current ROFO Purchase Price (or Tenant’s Offer Price in the event that Tenant has sent a ROFO Response Notice pursuant to clause (iii) of Section 3.02 above), then Landlord will give Tenant a “last look” for ninety (90) days from the date of notice (the “Last Look Notice”) given by Landlord to Tenant of such potential acceptance of offer (which notice shall include the third party purchase price) to agree in writing to purchase at the price offered by the third party and upon the terms and conditions that Landlord is delivered by Asankowilling to accept (such response being the “Last Look Response”), and GF Canco if so, the terms and one or more Private Sale Purchasers agree on terms of sale pursuant to Sections 4.1(a)(ii) and 4.1(a)(iii), GF Canco conditions set forth in Section 3.03 above shall be required to complete apply as if the Proposed Private Sale with Last Look Response were the Private Sale Purchaser(s). (b) ROFO Response Notice therein. In the event that Asanko fails such contract of sale is not executed with a bona fide purchaser with respect to identify a Private Sale Purchaser within the Proposed Private Sale Period, GF Canco, acting reasonably, is unable Premises pursuant to agree to transaction terms with the Private Sale Purchaser this Section 3.04 within three (3) Business Days years of Landlord’s receipt of the Purchaser Notice, ROFO Response Notice or in the requirements event the contract of Sections 4.1(a)(ii) and 4.1(a)(iii) are otherwise not satisfied, then GF Canco may sell or transfer the Common Shares that were the subject of the applicable Proposed Private Sale Notice without any restriction or limitation, provided that if GF Canco sale with such bona fide purchaser is executed but does not complete the Proposed Private Sale close within six (or an alternative disposition transaction6) within sixty (60) days months of the date of contract execution, then Landlord shall not enter into any such agreement with a third party, close under any contract for sale for the Proposed Private Sale Notice, the provisions of this Premises or commence a new RFP or other process for a sale bidding with respect to such Premises without once again proceeding in accordance with Article 4 shall again apply3 above.

Third Party Sales. (a) During If the term Right of this Agreement, if GF Canco or First Refusal is not exercised with respect to any other member portion of the GF Group wishes Transfer Shares by the Non-Transferring Member and/or its assignee(s), then the Transferring Member shall have the right, but not the obligation, to attempt to sell in the aggregate, in one transaction or a series of related transactions, more than 2% of the then issued and outstanding Common unsubscribed Transfer Shares (other than a proposed sale to a person that is a member of the GF Group) (a “Proposed Private Sale”), then: (i) prior to conducting any marketing efforts to sell such Common Shares, GF Canco shall give written notice to Asanko of the Proposed Private Sale (the “Proposed Private Sale Notice”), which Proposed Private Sale Notice shall contain the total number of Common Shares proposed to be sold third party pursuant to the Proposed Private Sale; (ii) Asanko following process. For the avoidance of doubt, the Transferring Member shall not have the right to nameproceed to the Public Offering process set forth in Section 9.3.10 before fully completing the third-party sale process set forth in this Section 9.3.9, unless otherwise consented to by notice the Non-Transferring Member. (a) As the initial step in writing to GF Canco (the “Purchaser Notice”) within ten (10) Business Days following delivery process, the Members shall jointly prepare an initial list of the Proposed Private Sale Notice (the “Proposed Private Sale Period”), one or more purchasers qualified potential acquirers (each, a “Private Sale PurchaserPotential Acquirer”, and collectively, the “Potential Acquirers”) who (A) GF Canco advises Asanko are acceptable to GF Canco, acting reasonably, and (B) are capable of closing, and willing to closethe unsubscribed Transfer Shares. For the avoidance of doubt, the Proposed Private Sale within ten (10) Business Days list of Potential Acquirers shall be subject to the approval of the receipt of the Purchaser Notice by GF Canco; (iii) GF Canco shall in good faith negotiate with one or more of the Private Sale Purchasers a price and the other transaction termsNon-Transferring Member, for the Proposed Private Sale as soon as reasonably practicable following receipt of the Purchaser Notice by GF Canco; and (iv) in the event that a Purchaser Notice is delivered by Asanko, and GF Canco and one or more Private Sale Purchasers agree on terms of sale pursuant such approval not to Sections 4.1(a)(ii) and 4.1(a)(iii), GF Canco shall be required to complete the Proposed Private Sale with the Private Sale Purchaser(s)unreasonably withheld. (b) In the event that Asanko fails to identify a Private Sale Purchaser within the Proposed Private Sale Period, GF Canco, acting reasonably, is unable to agree to transaction terms with the Private Sale Purchaser within three (3) Business Days of receipt Upon completion of the Purchaser Noticeinitial list of Potential Acquirers (such date of completion, the “Offer Commencement Date”), the Transferring Member may then offer the applicable Transfer Shares for sale to any or the requirements of Sections 4.1(a)(ii) and 4.1(a)(iii) are otherwise not satisfied, then GF Canco may sell or transfer the Common Shares that were the subject all of the applicable Proposed Private Sale Notice without Potential Acquirers. The Members will participate in a joint sale process, but in no event shall the Non-Transferring Member have the right to participate in the Transferring Member’s negotiations with any restriction or limitation, provided that if GF Canco does not complete the Proposed Private Sale Potential Acquirer. (or an alternative disposition transactionc) within Each Potential Acquirer shall have a period of sixty (60) days from the Offer Commencement Date (the last day of such period, the “Initial Bid End-Date”) in which to submit an initial non-binding bid for the applicable Transfer Shares (or a shorter period if both Members determine in good faith that further bona fide bids are not reasonably likely to be received before the end of such sixty (60)-day period). (d) Each Potential Acquirer that has submitted an initial bid shall have a period of thirty (30) days, or up to sixty (60) days, at the Non-Transferring Member’s option, if the Non-Transferring Member determines in good faith that such extension is warranted to accommodate a bona fide bidder, from the Initial Bid End-Date in which to submit a final bid for the applicable Transfer Shares (the last day of such period, the “Final Bid End-Date”). (e) The Transferring Member shall have a period of twenty (20) days, or up to thirty (30) days, at the Non-Transferring Member’s option, if the Non-Transferring Member determines in good faith that such extension is warranted to accommodate a bona fide bidder, from the Final Bid End-Date in which to consummate the sale of the date applicable Transfer Shares (the last day of such period, the “Sale End-Date”). (f) The Members may mutually agree to extend any of the Proposed Private Sale Notice, the provisions time periods set forth above. Confidential treatment has been requested for portions of this Article 4 exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. (g) No sale of the applicable Transfer Shares to a Potential Acquirer shall again applybe effected except at a value that is equal to or greater than the Valuation Amount. In addition, in the event that the sale of the applicable Transfer Shares by the Transferring Member to a Potential Acquirer includes the transfer of strategic and/or governance rights relating to the Company and/or the Non-Transferring Member (including rights relating to the appointment of Managers (Section 7.2), and the matters requiring a Special Vote (Section 7.7) (i.e., any rights in excess of Economic Rights)), such sale shall be subject to the approval of the Non-Transferring Member, such approval not to be unreasonably withheld.

Third Party Sales. (ai) During the term of this Agreement, if GF Canco or any other member of the GF Group Executive wishes to sell Transfer, in the aggregate, in one transaction or a series of related transactions, more than 21% of the then issued and outstanding Common Shares common shares (other than a proposed sale to a person that is a member of the GF Grouppermitted under Section 2) (a “Proposed Private Sale”), ) then: (ia) prior to conducting any marketing efforts to sell Transfer such Common Sharescommon shares, GF Canco Executive shall give written notice to Asanko Company of the Proposed Private Sale (the “"Proposed Private Sale Notice”"), which Proposed Private Sale Notice shall contain the total number of Common Shares common shares proposed to be sold pursuant to the Proposed Private Sale, and the proposed purchase price, which must be payable in cash in United States dollars; (iib) Asanko Company shall have the right to name, by notice in writing to GF Canco Executive (the “"Purchaser Notice”") within ten (10) Business Days following delivery of the Proposed Private Sale Notice (the “"Proposed Private Sale Period”"), one or more purchasers (each, a “"Private Sale Purchaser”") who (A) GF Canco advises Asanko are acceptable to GF Canco, acting reasonably, and (B) are capable of closing, and willing to close, the Proposed Private Sale within ten (10) Business Days of thirty calendar days after the receipt delivery of the Purchaser Notice by GF CancoCompany; provided that if the Transfer pursuant to the Proposed Private Sale Purchaser pursuant to the Purchaser Notice constitutes a “take-over bid” under applicable Canadian securities laws, the proposed Transfer as described in the Purchaser Notice must be an exempt take-over bid as provided in Part 4 of National Instrument 62-104 of the Canadian Securities Administrators (“NI 62-104”) otherwise the Proposed Private Sale Notice shall be ineffective; (iiic) GF Canco Executive shall in good faith negotiate with one or more of the Private Sale Purchasers a price and the other transaction terms, terms for the Proposed Private Sale as soon as reasonably practicable following receipt delivery of the Purchaser Notice by GF CancoCompany; and (ivd) in the event that a Purchaser Notice is delivered by AsankoExecutive, and GF Canco Executive and one or more Private Sale Purchasers agree on terms of sale pursuant to Sections 4.1(a)(ii) and 4.1(a)(iiiSection 3(i)(c), GF Canco Executive shall be required to complete the Proposed Private Sale with the Private Sale Purchaser(s). (bii) In the event that Asanko Company fails to identify a Private Sale Purchaser within the Proposed Private Sale Period, GF Cancoor Executive, acting reasonably, is unable to agree to transaction terms with the Private Sale Purchaser within three (3) Business Days thirty calendar days of receipt of the Purchaser Notice, or then Executive may Transfer the requirements of Sections 4.1(a)(ii) and 4.1(a)(iii) are otherwise not satisfied, then GF Canco may sell or transfer the Common Shares common shares that were the subject of the applicable Proposed Private Sale Notice without any restriction or limitationfor a price and other terms that are not more favourable to the purchaser than as provided in the Proposed Private Sale Notice, provided that if GF Canco Executive does not complete the Proposed Private Sale (or an alternative disposition transaction) within sixty (60) days of the date of the Proposed Private Sale Notice, the provisions of this Article 4 Sections 2 and 3 shall again applyapply to the subject common shares.

Third Party Sales. (a) During Subject to Section 4.2, during the term period commencing on Closing and ending on the date on which the Investor first beneficially owns less than 10% of this Agreementthe Common Shares, if GF Canco or any other member of the GF Group wishes Investor desires to sell in the aggregatesell, whether in one transaction or through a series of related transactionsor connected transactions occurring within a period of 45 consecutive days, in the aggregate more than 25% of the then issued and outstanding Common Shares (other than a proposed sale to a person that is a member not an affiliate of the GF GroupInvestor (or to a group of such persons acting jointly or in concert, and their respective affiliates) on a private placement basis (a “"Proposed Private Sale”"), then: (i) prior to conducting any marketing efforts to sell such Common Shares, GF Canco the Investor shall give written notice to Asanko of the Proposed Private Sale thereof (the “"Proposed Private Sale Notice”)") to the Company, which Proposed Private Sale Notice shall contain the material terms of the Proposed Private Sale, including the proposed price per Common Share, total number of Common Shares proposed to be sold pursuant to the Proposed Private Sale and the proposed closing date of the Proposed Private Sale;; and (ii) Asanko the Company shall have the right to namesubmit an offer to purchase and/or privately place 50% of the Common Shares subject to the Proposed Private Sale by matching the terms, including the price per Common Share, of the Proposed Private Sale (the "Company Offer"), by delivering a written notice in writing to GF Canco thereof (the “Purchaser "Company Offer Notice”") within ten (10) no later than three Business Days (the "Company Offer Notice Period") following delivery receipt of the Proposed Private Sale Notice (by the “Proposed Private Sale Period”), one or more purchasers (each, a “Private Sale Purchaser”) who (A) GF Canco advises Asanko are acceptable to GF Canco, acting reasonably, and (B) are capable of closing, and willing to close, the Proposed Private Sale within ten (10) Business Days of the receipt of the Purchaser Notice by GF Canco; (iii) GF Canco shall in good faith negotiate with one or more of the Private Sale Purchasers a price and the other transaction terms, for the Proposed Private Sale as soon as reasonably practicable following receipt of the Purchaser Notice by GF Canco; and (iv) in the event that a Purchaser Notice is delivered by Asanko, and GF Canco and one or more Private Sale Purchasers agree on terms of sale pursuant to Sections 4.1(a)(ii) and 4.1(a)(iii), GF Canco shall be required to complete the Proposed Private Sale with the Private Sale Purchaser(s)Company. (b) If the Company delivers a Company Offer Notice within the Company Offer Notice Period, the Company shall complete the purchase or private placement of Common Shares subject to the Company Offer concurrently with the closing of the Proposed Private Sale by the Investor, provided that such date is not earlier than 10 days following the expiry of the Company Offer Notice Period or such other date as mutually agreed between the Investor and the Company, each acting reasonably. In the event that Asanko the Company fails to identify a Private Sale Purchaser within complete the Proposed Private Sale Period, GF Canco, acting reasonably, is unable purchase or private placement of Common Shares subject to agree to transaction terms with the Private Sale Purchaser within three (3) Business Days of receipt of the Purchaser Notice, or the requirements of Sections 4.1(a)(ii) and 4.1(a)(iii) are otherwise not satisfiedCompany Offer as aforesaid, then GF Canco the Investor may sell or transfer the Common Shares that were the subject of the applicable Proposed Private Sale Notice without any restriction or limitationlimitation other than as set forth in Section 3.2(d). (c) If the Company fails to deliver a Company Offer Notice within the Company Offer Notice Period, provided the Company shall be deemed not to have made a Company Offer and the Investor may proceed with the Proposed Private Sale on terms not materially less favourable to the Investor than those set out in the Proposed Private Sale Notice. If the Company delivers a Company Offer Notice within the Company Offer Notice Period, then the Investor shall have the option to: (i) sell 50% of the Common Shares that if GF Canco are the subject of the Proposed Private Sale Notice to the Company and/or one or more third parties identified by the Company in the Company Offer Notice in accordance with the Company Offer; or (ii) abandon the Proposed Private Sale and retain all of the Common Shares that are the subject of the Proposed Private Sale Notice. (d) If the Investor does not complete the Proposed Private Sale (or an alternative disposition transaction) within sixty (60) 45 days of the date of the Proposed Private Sale Notice, the provisions of this Article 4 Section 3.2 shall again apply. (e) If so requested by the Company, and provided that the Investor will not breach any confidentiality provisions, duty of confidentiality or any Applicable Law by so doing, the Investor will promptly disclose the name(s) of any proposed purchaser(s) under the Proposed Private Sale to the Company. (f) For greater certainty, nothing in this Section 3.2 shall require the Investor to participate in any transaction with the Company with respect to any Common Shares that are the subject of a Proposed Private Sale Notice nor shall it restrict the Investor from proceeding with and closing a Proposed Private Sale, provided that the Investor has complied with this Section 3.2.