AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 9th, 2015 • Golden Queen Mining Co LTD • Metal mining • New York
REGISTRATION RIGHTS AGREEMENT, dated as of June 8, 2015, by and among Golden Queen Mining Co. Ltd., a British Columbia company (the “Company”), THE LANDON T. CLAY 2009 IRREVOCABLE TRUST DATED MARCH 6, 2009 (“LTC Lender”), EHT, LLC (“EHT Lender”), HARRIS CLAY (“HC Lender”), THE CLAY FAMILY 2009 IRREVOCABLE TRUST DATED APRIL 14, 2009 (together with LTC Lender, EHT Lender and HC Lender, the “Lenders”) and the holders set forth on Schedule A (the “Clay Family Holders”).
AMENDED AND RESTATED TERM LOAN AGREEMENT dated as of June 8, 2015 among GOLDEN QUEEN MINING CO. LTD., as Borrower, and THE LANDON T. CLAY 2009 IRREVOCABLE TRUST DATED MARCH 6, 2009 EHT, LLC, HARRIS CLAY and THE CLAY FAMILY 2009 IRREVOCABLE TRUST DATED...Term Loan Agreement • June 9th, 2015 • Golden Queen Mining Co LTD • Metal mining
THIS AMENDED AND RESTATED TERM LOAN AGREEMENT is made as of June 8, 2015, among GOLDEN QUEEN MINING CO. LTD., a British Columbia corporation, (the “Borrower”), THE LANDON T. CLAY 2009 IRREVOCABLE TRUST DATED MARCH 6, 2009 (“LTC Lender”), EHT, LLC (“EHT Lender”), HARRIS CLAY (“HC Lender”) and THE CLAY FAMILY 2009 IRREVOCABLE TRUST DATED APRIL 14, 2009 (“CFT Lender” and, together with LTC Lender, EHT Lender and HC Lender, the “Lenders”).
AMENDED AND RESTATED PLEDGE AGREEMENTAmended And • June 9th, 2015 • Golden Queen Mining Co LTD • Metal mining
THIS AMENDED AND RESTATED PLEDGE AGREEMENT (this “Agreement”) dated as of June 8, 2015 is made by GOLDEN QUEEN MINING CO. LTD., a British Columbia corporation (the “Borrower”), GOLDEN QUEEN MINING HOLDINGS, INC., a California corporation (“Holdings”), and GOLDEN QUEEN MINING CANADA LTD. (“BC Subco” and, together with the Borrower and Holdings, the “Pledgors”, and each a “Pledgor”), in favor of THE LANDON T. CLAY 2009 IRREVOCABLE TRUST DATED MARCH 6, 2009 (“LTC Lender”), EHT, LLC (“EHT Lender”), HARRIS CLAY, an individual (“HC Lender”), and THE CLAY FAMILY 2009 IRREVOCABLE TRUST DATED APRIL 14, 2009 (together with LTC Lender, EHT Lender and HC Lender, the “Lenders”).
AMENDED AND RESTATED GUARANTYGuaranty • June 9th, 2015 • Golden Queen Mining Co LTD • Metal mining
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.
AMENDED AND RESTATED OPTION AGREEMENTOption Agreement • June 9th, 2015 • Golden Queen Mining Co LTD • Metal mining
AMENDED AND RESTATED OPTION AGREEMENT made as of June 8, 2015 (this “Option Agreement”), by and among GAUSS LLC (“Gauss”), GAUSS HOLDINGS LLC (“LUK Holdco”), AUVERGNE, LLC (“Auvergne”), THE LANDON T. CLAY 2009 IRREVOCABLE TRUST DATED MARCH 6, 2009 (“LTC Lender”), EHT, LLC (“EHT Lender”), HARRIS CLAY, an individual (“HC Lender”), THE CLAY FAMILY 2009 IRREVOCABLE TRUST DATED APRIL 14, 2009 (together with LTC Lender, EHT Lender and HC Lender, the “Lenders”), GOLDEN QUEEN MINING CANADA LTD. (“BC Subco”) and GOLDEN QUEEN MINING HOLDINGS, INC. (“GQ Holdco”).
ContractLetter Agreement • June 9th, 2015 • Golden Queen Mining Co LTD • Metal mining
Clay Family Holders c/o East Hill Management Company 10 Memorial Boulevard, Suite 902 Providence, Rhode Island 02903 Attention: Mr. Thomas M. Clay
