Common Contracts

EXECUTION VERSION AMENDED AND RESTATED GUARANTY

May 5th, 2020

• Filed
  May 5th, 2020

This AMENDED AND RESTATED GUARANTY, dated as of June 8, 2015 (this “Guaranty”) is made by GOLDEN QUEEN MINING HOLDINGS, INC., a California corporation (“Holdings”) and GOLDEN QUEEN MINING CANADA LTD., a British Columbia corporation (“BC Subco” and, together with Holdings, the “Guarantors”), in favor of THE LANDON T. CLAY 2009 IRREVOCABLE TRUST DATED MARCH 6, 2009 (“LTC Lender”), EHT, LLC (“EHT Lender”), HARRIS CLAY (“HC Lender”), an individual, THE CLAY FAMILY 2009 IRREVOCABLE TRUST DATED APRIL 14, 2009 (together with LTC Lender, EHT Lender and HC Lender, the “Lenders”), pursuant to that certain Amended and Restated Term Loan Agreement dated of even date herewith among Golden Queen Mining Co. Ltd., a British Columbia corporation (the “Borrower”) and the Lenders (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). Unless otherwise defined herein, terms defined in the Loan Agreement are used herein as defined in the Loan Agreement.