Golden Queen Mining Co. Ltd.: Exhibit 10.4 - Filed by newsfilecorp.com






EXECUTION VERSION 

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT 

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”).

WHEREAS, the Company, LTC Lender
and EHT Lender (as assignee in interest of HC Lender) are parties to that
certain Registration Rights Agreement, dated as of December 31, 2014 (the
“Existing Agreement”), which was entered into in connection with
that certain Term Loan Agreement, dated as of December 31, 2014, as amended,
among the Company, LTC Lender and EHT Lender (as assignee in interest of HC
Lender) (the “Existing Term Loan Agreement”); 

WHEREAS, the Company and the Lenders have agreed to amend and
restate the Existing Term Loan Agreement by entering into an Amended and
Restated Term Loan Agreement of even date herewith (as amended, restated,
supplemented or otherwise modified from time to time, the “Term Loan
Agreement”); and 

WHEREAS, in consideration of the undertakings of the Lenders
pursuant to the Term Loan Agreement, the Company has agreed to provide the
Holders (defined below) certain rights as set forth herein. 

NOW, THEREFORE, in consideration
of the premises and of the mutual covenants and obligations hereinafter set
forth (and for other good and valuable consideration the receipt and sufficiency
of which are hereby acknowledged by the Company), the parties hereto hereby
agree that the Existing Agreement is hereby amended and restated in its entirety
as follows: 

ARTICLE I 

DEFINITIONS 

Section 1.1. Certain Defined
Terms. As used herein, the following terms shall have the following
meanings: 

“Action” means any legal,
administrative, regulatory or other suit, action, claim, audit, assessment,
arbitration or other proceeding, investigation or inquiry. 

“Affiliate”
shall mean, with respect to any Person, any other Person directly or indirectly
controlling, controlled by or under common control with, such Person. For
purposes of this definition, “control” when used with respect to any Person,
means the possession, directly or indirectly, of the power to cause the
direction of management and/or policies of such Person, whether through the
ownership of voting securities, by contract or otherwise. 




“Agreement”
means this Registration Rights Agreement as it may be amended, supplemented,
restated or modified from time to time. 

“Beneficial
Ownership” by a Person of any securities includes ownership by
any Person who, directly or indirectly, through any contract, arrangement,
understanding, relationship or otherwise, has or shares (i) voting power which
includes the power to vote, or to direct the voting of, such security; and/or
(ii) investment power which includes the power to dispose, or to direct the
disposition, of such security; and shall otherwise be interpreted in accordance
with the term “beneficial ownership” as defined in Rule 13d-3 adopted by the SEC
under the Exchange Act. The term “Beneficially Own”
shall have a correlative meaning. 

“Business
Day” means any day, other than a Saturday, Sunday or a day on
which banking institutions in New York, New York are authorized or obligated to
close. 

“Common Shares” means the common
shares, no par value per share, of the Company. 

“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and
the rules and regulations promulgated by the SEC from time to time thereunder.


“Governmental
Entity” shall mean any court, administrative agency or commission
or other governmental authority or instrumentality, whether federal, state,
local or foreign and any applicable industry self-regulatory organization. 

“Holders”
means the Lenders, the Clay Family Holders and any Transferee of their
Registrable Securities (and “Holder” means any of such Persons).


“Holders’
Representative” means Thomas M. Clay or any other Holder
designated by the Lenders as the Clay Holders’ Representative. 

“Issuer Free Writing
Prospectus” means an issuer free writing prospectus, as defined
in Rule 433 under the Securities Act, relating to an offer of the Registrable
Securities. 

“Law”
means any statute, law, code, ordinance, rule or regulation of any Governmental
Entity. 

“Other Securities” means Common
Shares other than Registrable Securities. 

“Person”
means any individual, corporation, limited liability company, limited or general
partnership, joint venture, association, joint stock company, trust,
unincorporated organization, government or any agency or political subdivisions
thereof or any group (within the meaning of Section 13(d)(3) of the Exchange
Act) comprised of two or more of the foregoing. 

“Prospectus”
means the prospectus included in any Registration Statement (including a
prospectus that discloses information previously omitted from a prospectus filed
as part of an effective Registration Statement in reliance upon Rule 430A or
Rule 430B promulgated under the Securities Act), as amended or supplemented by
any prospectus supplement with respect to the terms of the offering of any
portion of the Registrable Securities covered by such Registration Statement,
any Issuer Free Writing Prospectus related thereto, and all other amendments and
supplements to such prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such prospectus. 

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“Registrable
Securities” means (a) all Common Shares Beneficially Owned by the
Lenders and the Clay Family Holders currently held or acquired prior to July 1,
2015, (b) any securities issued directly or indirectly with respect to such
Common Shares described in clause (a) because of stock splits, stock dividends,
reclassifications, recapitalizations, mergers, share exchanges, reorganizations,
consolidations, or similar events, and (c) any of such Common Shares or other
securities transferred to a Transferee, but excluding, as to any particular
Registrable Securities, (i) Common Shares, if any, which have been transferred
pursuant to a Registration Statement that is effective under the Securities Act,
(ii) Common Shares, owned by Holders who are not Affiliates of the Company, that
are eligible for sale without restriction pursuant to Rule 144(b)(1)(i) (or any
successor provision) under the Securities Act, (iii) Common Shares which are
otherwise eligible to be sold to the public without application of the volume
restrictions pursuant to Rule 144 (or any successor provision) under the
Securities Act and (iv) Common Shares or other securities which have been
transferred to any Person who is not a Transferee. 

“Registration
  Statement” means any registration statement of the Company under
  the Securities Act which permits the public offering of any of the Registrable
  Securities pursuant to the provisions of this Agreement, including the
  Prospectus, amendments and supplements to such registration statement, including
  post-effective amendments, all exhibits and all material incorporated by
  reference or deemed to be incorporated by reference in such registration
statement. 

“Rule 144” means Rule 144 under the
Securities Act (or any successor provision). 

“SEC” means the United States
Securities and Exchange Commission. 

“Securities
Act” means the Securities Act of 1933, as amended, and the rules
and regulations promulgated by the SEC from time to time thereunder. 

“Selling
Holder” means each Holder of Registrable Securities included in a
registration pursuant to Article II. 

“Subsidiary”
of any Person shall mean those corporations and other entities of which such
Person owns or controls more than 50% of the outstanding equity securities
either directly or through an unbroken chain of entities as to each of which
more than 50% of the outstanding equity securities is owned directly or
indirectly by its parent. 

“Transferee”
means any Person to whom the rights and obligations hereunder have been assigned
with the prior written consent of the Company pursuant to Section 3.6 hereof.


Section 1.2. Terms
Generally. The definitions in Section 1.1 shall apply equally to both the
singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms. The words “include”, “includes” and “including” shall be deemed to
be followed by the phrase “without limitation”, unless the context expressly
provides otherwise. All references herein to Articles, Sections, paragraphs,
subparagraphs, clauses or Exhibits shall be deemed references to Articles, Sections, paragraphs, subparagraphs or clauses of, or Exhibits
to, this Agreement, unless the context requires otherwise. Unless otherwise
expressly defined, terms defined in this Agreement have the same meanings when
used in any Exhibit hereto. Unless otherwise specified, the words “this
Agreement”, “herein”, “hereof”, “hereto” and “hereunder” and other words of
similar import refer to this Agreement as a whole (including the Exhibits) and
not to any particular provision of this Agreement. The term “or” is not
exclusive. The word “extent” in the phrase “to the extent” shall mean the degree
to which a subject or other thing extends, and such phrase shall not mean simply
“if”. Unless expressly stated otherwise, any Law defined or referred to herein
means such Law as from time to time amended, modified or supplemented, including
by succession of comparable successor Laws and references to all attachments
thereto and instruments incorporated therein. References to a Person are also to
its permitted successors and assigns. The headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. 

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ARTICLE II 

REGISTRATION RIGHTS 

Section 2.1. Demand
Registrations. Subsequent to July 1, 2015, the Holders’ Representative shall
have the right by delivering a written notice to the Company (a
“Demand Notice”) to require the Company to, pursuant
to the terms of this Agreement, register under and in accordance with the
provisions of the Securities Act the number of Registrable Securities owned by
the Holders and requested by such Demand Notice to be so registered (a
“Demand Registration”); provided, however,
that a Demand Notice may only be made if the number of Registrable Securities
requested to be included in such Demand Registration is at least two million
(2,000,000) Common Shares, subject to adjustment for stock splits, stock
dividends, reclassifications, recapitalizations, mergers, share exchanges,
reorganizations, consolidations, or similar events. A Demand Notice shall also
specify the expected method or methods of disposition of the applicable
Registrable Securities. Following receipt of a Demand Notice, the Company shall
use its reasonable best efforts to file, as promptly as reasonably practicable,
but not later than 60 days with respect to any underwritten offering, or 30 days
with respect to any other offering, after receipt by the Company of such Demand
Notice (subject to paragraph (e) of this Section 2.1), a Registration Statement
relating to the offer and sale of the Registrable Securities requested to be
included therein by the Holders thereof in accordance with the methods of
distribution elected by such Holders (a “Demand Registration
Statement”) and shall use its reasonable best efforts to cause
such Registration Statement to be declared effective under the Securities Act as
promptly as practicable after the filing thereof. 

(b)      No securities shall be
included under any Demand Registration Statement related to an underwritten
offering without the written consent of the Holders’ Representative, except
Registrable Securities requested to be included therein pursuant to Section
2.1(a) . Subject to the preceding sentence, if any of the Registrable Securities
registered pursuant to a Demand Registration are to be sold in a firm commitment
underwritten offering, and the managing underwriter(s) of such underwritten
offering advise the Holders in writing that it is their good faith opinion that
the total number or dollar amount of Registrable Securities proposed to be sold
in such offering, together with any Other Securities proposed to be included by
holders thereof which are entitled to include securities in such Registration
Statement, exceeds the total number or dollar amount of such securities that can be sold without having an
adverse effect on the amount, price, timing or distribution of the Registrable
Securities to be so included together with all such Other Securities, then there
shall be included in such offering the number or dollar amount of Registrable
Securities and such Other Securities that in the opinion of such managing
underwriter(s) can be sold without so adversely affecting such offering, and
such number of Registrable Securities and Other Securities shall be allocated
for inclusion as follows: 

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(i)      first, the Registrable Securities for which inclusion in
such demand offering was requested by the Holders, pro rata (if
applicable) as nearly as practicable, based on the number of Registrable
Securities Beneficially Owned by each such Holder; and 

(ii)      second, among any holders of Other Securities, pro
  rata as nearly as practicable, based on the number of Other Securities
Beneficially Owned by each such holder. 

(c)      The Holders collectively
shall be entitled to request no more than three Demand Registrations of the
Company, and in no event shall the Company be required to effect more than one
Demand Registration in any six month period. 

(d)      In the event of a Demand
Registration, the Company shall use its reasonable best efforts to maintain the
continuous effectiveness of the applicable Registration Statement for a period
of at least 180 days after the effective date thereof or such shorter period in
which all Registrable Securities included in such Registration Statement have
actually been sold. For the avoidance of doubt, the foregoing sentence is not
intended to limit the obligation of the Company to maintain the continuous
effectiveness of the Short-Form Registration contemplated by Section 2.1(h) as
required by Section 2.1(h) . 

(e)      The Company shall be entitled
to postpone (but not more than once in any six-month period), for a reasonable
period of time not in excess of 60 days (and not for periods exceeding, in the
aggregate, 90 days during any twelve-month period), the filing or initial
effectiveness of, or suspend the use of, a Registration Statement if the Company
delivers to the Holders’ Representative a certificate signed by both the Chief
Executive Officer and Chief Financial Officer of the Company certifying that, in
such officers’ good faith judgment, (A) such registration, offering or use would
reasonably be expected to materially adversely affect or materially interfere
with a material pending financing, acquisition, disposition, corporate
reorganization, merger, public offering of securities, or other material
transaction involving or being contemplated by the Company, or other similarly
material events then concerning the Company, (B) the Company is in possession of
material non-public information not otherwise then required by Law to be
publicly disclosed and that the Company deems advisable not to disclose in such
Registration Statement, or (C) a requirement to include pro forma information,
which requirement the Company is reasonably unable to comply with at such time.


(f)      The Holders’ Representative
shall have the right to notify the Company that it has determined that the
Registration Statement relating to a Demand Registration be abandoned or
withdrawn, in which event the Company shall promptly abandon or withdraw such
Registration Statement. 

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(g)      No request for registration
will count for the purposes of the limitations in Section 2.1(c) if: (A) the
Holders’ Representative determines in good faith to withdraw the proposed
registration prior to the effectiveness of the Registration Statement relating
to such request due to marketing conditions or regulatory reasons relating to
the Company, (B) the Registration Statement relating to such request is not
declared effective within 60 days of the date such Registration Statement is
first filed with the SEC (other than solely by reason of the applicable Holders
having refused to proceed), (C) prior to the sale of at least 90% of the
Registrable Securities included in the applicable registration relating to such
request, such registration is adversely affected by any stop order, injunction
or other order or requirement of the SEC or other Governmental Entity or court,
(D) more than 25% of the Registrable Securities requested by the Holders to be
included in the registration are not so included pursuant to Section 2.1(b), or
(E) the conditions to closing specified in any underwriting agreement or
purchase agreement entered into in connection with the registration relating to
such request are not satisfied (other than as a result of a material default or
breach thereunder by the applicable Holders). Except for any registration
withdrawn pursuant to one of (A) through (E) above or Section 2.2(a), the
Selling Holders shall reimburse the Company for all reasonable and documented
out-of-pocket fees and expenses incurred by the Company in connection with any
registration which is not completed solely due to actions or elections of the
Holders. 

(h)      In addition to the foregoing,
the Company will use its commercially reasonable efforts to qualify for
registration on Form S-3 or to qualify for any comparable or successor form or
forms or any similar short-form registration (“Short-Form
Registration”), and such Short-Form Registration shall be filed by the
Company as promptly as practicable and shall constitute a “shelf” registration
statement providing for the registration of, and the sale on a continuous or
delayed basis (notwithstanding anything to the contrary in Section 2.1(d)) of,
the Registrable Securities, pursuant to Rule 415 under the Securities Act, to
permit the distribution of the Registrable Securities in accordance with the
methods of distribution elected by the Holders, including by means of an
underwritten offering. Upon filing a Short-Form Registration, the Company shall
use its reasonable best efforts to keep such Short-Form Registration effective
with the SEC at all times and any Short-Form Registration shall be re-filed upon
its expiration, and, subject to Section 2.1(e), the Company shall cooperate in
any shelf take-down by amending or supplementing the Prospectus related to such
Short-Form Registration as may be reasonably requested by the Holders’
Representative or as otherwise required, until the Holders no longer hold
Registrable Securities (in each case, notwithstanding anything to the contrary
in Section 2.1(d)) . 

Section 2.2. Piggyback
Registrations.      (a)      If, other than pursuant to Section 2.1, the Company
proposes or is required to file a registration statement under the Securities
Act with respect to an offering of Common Shares, whether or not for sale for
its own account other than a registration (i) on Form S-4, Form S-8 or any
successor forms thereto, (ii) on any other registration form which may not be
used for the registration or qualification for distribution of Registrable
Securities, (iii) filed solely in connection with any employee benefit or
dividend reinvestment plan, (iv) a registration relating solely to a Rule 145
transaction under the Act, or (v) of any at-the-market offerings in the
aggregate not to exceed US$20,000,000, then the Company shall give prompt
written notice of such proposed filing at least 30 days before the anticipated
filing date (the “Piggyback Notice”) to the Holders
of Registrable Securities. The Piggyback Notice shall offer the Holders of
Registrable Securities the opportunity to include in such registration statement the number of Registrable
Securities as they may request (a “Piggyback
Registration”). Subject to Section 2.2(b) hereof, the Company
shall include in each such Piggyback Registration all Registrable Securities
with respect to which the Company has received written requests for inclusion
therein within 10 days after notice has been given to the Holders of Registrable
Securities, to permit the distribution of such Registrable Securities in
accordance with the methods of distribution set forth in such registration
statement. Such Holders shall be permitted to withdraw all or part of the
Registrable Securities from a Piggyback Registration at any time at least two
Business Days prior to the effective date of the Registration Statement relating
to such Piggyback Registration. The Company shall use its reasonable best
efforts to maintain the effectiveness of such Registration Statement for a
Piggyback Registration for a period of at least 180 days after the effective
date thereof or such shorter period in which all Registrable Securities included
in such Registration Statement have actually been sold. No Piggyback
Registration shall count towards registrations required under Section 2.1. 

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(b)      If any of the securities to
be registered pursuant to the registration giving rise to the Holders’ rights
under this Section 2.2 are to be sold in an underwritten offering, the Holders
shall be permitted to include all Registrable Securities requested to be
included in such registration in such offering on the same terms and conditions
as any Other Securities included therein; provided, however, that if such
offering involves a firm commitment underwritten offering and the managing
underwriter(s) of such underwritten offering advise the Company in writing that
it is their good faith opinion that the total amount of Registrable Securities
requested to be so included, together with all Other Securities that the Company
and any other Persons having rights to participate in such registration intend
to include in such offering, exceeds the total number or dollar amount of such
securities that can be sold without having an adverse effect on the price,
timing or distribution of the Registrable Securities to be so included together
with all Other Securities, then there shall be included in such firm commitment
underwritten offering the number or dollar amount of Registrable Securities and
such Other Securities that in the opinion of such managing underwriter(s) can be
sold without so adversely affecting such offering, and such number of
Registrable Securities and Other Securities shall be allocated for inclusion as
follows: 

(i)      first, all Other Securities being sold by the Company for
  its own account or by any Person (other than a Holder) exercising a contractual
right to demand registration; 

(ii)      second, all Registrable Securities requested to be
included by the Holders, pro rata (if applicable) as nearly as
practicable, based on the number of Registrable Securities Beneficially Owned by
each such Holder; and 

(iii)      third, among any other holders of Other Securities
requesting such registration, pro rata as nearly as practicable, based on
the number of Other Securities Beneficially Owned by each such holder of Other
Securities. 

(c)      In the case of an offering
initiated by the Company as a primary offering on behalf of the Company, nothing
contained herein shall prohibit the Company from determining, at any time, not
to file a registration statement or, if filed, to withdraw such registration or
terminate or abandon the offering related thereto. 

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Section 2.3. Registration
Procedures. If and whenever the Company is required to use its reasonable
best efforts to effect the registration of any Registrable Securities under the
Securities Act as provided in Article II, the Company shall effect such
registration to permit the sale of such Registrable Securities in accordance
with the intended method or methods of disposition thereof, and pursuant thereto
the Company shall cooperate in the sale of the securities and shall, as
expeditiously as possible: 

(a)      Prepare and file with the SEC a Registration Statement or
Registration Statements on such form which shall be available for the sale of
the Registrable Securities by the Holders or the Company in accordance with the
intended method or methods of distribution thereof, and use its reasonable best
efforts to cause such Registration Statement to become effective and to remain
effective as provided herein; provided, however, that before filing a
Registration Statement or Prospectus or any amendments or supplements thereto
(but not including any Form 8-K, Form 10-Q, proxy statement or other similar
filing or amendment thereto that would be incorporated or deemed to be
incorporated therein by reference), the Company shall furnish or otherwise make
available to the Selling Holders, their counsel and the managing underwriter(s),
if any, copies of all such documents proposed to be filed, which documents will
be subject to the reasonable review and comment of such counsel, and any comment
letter relating to such document from the SEC, and, if requested by such
counsel, provide such counsel reasonable opportunity to participate in the
preparation of such Registration Statement and each Prospectus included therein
(but not including any Form 8-K, Form 10-Q, proxy statement or other similar
filing or amendment thereto that would be incorporated or deemed to be
incorporated therein by reference).

(b)      Prepare and file with the SEC
such amendments and post-effective amendments to each Registration Statement as
may be necessary to keep such Registration Statement continuously effective
during the period provided herein and comply in all material respects with the
provisions of the Securities Act with respect to the disposition of all
securities covered by such Registration Statement, and cause the related
Prospectus to be supplemented by any Prospectus supplement or Issuer Free
Writing Prospectus as may be necessary to comply with the provisions of the
Securities Act with respect to the disposition of the securities covered by such
Registration Statement, and as so supplemented to be filed pursuant to Rule 424
(or any similar provisions then in force) under the Securities Act. 

(c)      Notify each Selling Holder
and the managing underwriter(s), if any, promptly, and (if requested by any such
Person) confirm such notice in writing, (i) when a Prospectus or any Prospectus
supplement, Issuer Free Writing Prospectus or post-effective amendment has been
filed (but not including any Form 8-K, Form 10-Q, proxy statement or other
similar filing or amendment thereto that would be incorporated or deemed to be
incorporated therein by reference, unless a request for registration pursuant to
Section 2.1 or 2.2 has been made), and, with respect to a Registration Statement
or any post-effective amendment, when the same has become effective, (ii) of any
request by the SEC or any other Governmental Entity for amendments or
supplements to a Registration Statement or related Prospectus or Issuer Free
Writing Prospectus or for additional information, (iii) of the issuance by the
SEC of any stop order suspending the effectiveness of a Registration Statement
or the initiation of any proceedings for that purpose, (iv) if at any time the
representations and warranties of the Company contained in any underwriting
agreement contemplated by Section 2.3(o) below cease to be true and correct, (v)
of the receipt by the Company of any notification with respect to the suspension
of the qualification or exemption from qualification of any of the Registrable Securities for
sale in any jurisdiction, or the initiation or threatening of any proceeding for
such purpose, and (vi) of the happening of any event that makes any statement
made in such Registration Statement or related Prospectus or any document
incorporated or deemed to be incorporated therein by reference or any Issuer
Free Writing Prospectus related thereto untrue in any material respect or that
requires the making of any changes in such Registration Statement, Prospectus,
documents or Issuer Free Writing Prospectus so that, in the case of the
Registration Statement, it will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, not misleading, and that in the case
of any Prospectus or Issuer Free Writing Prospectus, it will not contain any
untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements therein, in light of the circumstances under
which they were made, not misleading. 

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(d)      Use its reasonable best
efforts to obtain the withdrawal of any order suspending the effectiveness of a
Registration Statement, or the lifting of any suspension of the qualification
(or exemption from qualification) of any of the Registrable Securities for sale
in any jurisdiction at the reasonably earliest practical date. 

(e)      If requested by the managing
  underwriter(s), if any, or the Holders of a majority of the Registrable
  Securities being sold in connection with an underwritten offering, promptly
  include in a Prospectus supplement, post-effective amendment or Issuer Free
  Writing Prospectus such information as the managing underwriter(s), if any, or
  such Holders may reasonably request in order to permit the intended method of
  distribution of such securities and make all required filings of such Prospectus
  supplement, such post-effective amendment or Issuer Free Writing Prospectus as
soon as practicable after the Company has received such request. 

(f)      Furnish or make available to
each Selling Holder, and each managing underwriter, if any, without charge, such
number of conformed copies of the Registration Statement and each post-effective
amendment thereto, including financial statements (but excluding schedules, all
documents incorporated or deemed to be incorporated therein by reference, and
all exhibits, unless requested in writing by such Holder, counsel or managing
underwriter(s)), and such other documents, as such Holders or such managing
underwriter(s) may reasonably request, and upon request a copy of any and all
transmittal letters or other correspondence to or received from, the SEC or any
other Governmental Entity relating to such offering. 

(g)      Deliver to each Selling
Holder, and the managing underwriter(s), if any, without charge, as many copies
of the Prospectus or Prospectuses (including each form of Prospectus and any
Issuer Free Writing Prospectus related to any such Prospectuses) and each
amendment or supplement thereto as such Persons may reasonably request in
connection with the distribution of the Registrable Securities; and the Company,
subject to Section 2.4(b), hereby consents to the use of such Prospectus and
each amendment or supplement thereto by each of the Selling Holders and the
managing underwriter(s), if any, in connection with the offering and sale of the
Registrable Securities covered by such Prospectus and any such amendment or
supplement thereto. 

(h)      Prior to any public offering
of Registrable Securities, use its reasonable best efforts to register or
qualify or cooperate with the Selling Holders, the managing underwriter(s), if
any, and their respective counsel in connection with the registration or
qualification (or exemption from such registration or qualification) of such Registrable
Securities for offer and sale under the securities or “Blue Sky” laws of such
jurisdictions within the United States as any Selling Holder or managing
underwriter(s) reasonably requests in writing and to keep each such registration
or qualification (or exemption therefrom) effective during the period such
Registration Statement is required to be kept effective and to take any other
action that may be necessary or advisable to enable such Selling Holders to
consummate the disposition of such Registrable Securities in such jurisdiction; provided, however, that the Company will not be required to (i) qualify
generally to do business in any jurisdiction where it is not then so qualified,
(ii) subject itself to taxation in any such jurisdiction where it is not then so
subject, or (iii) take any action that would subject it to general service of
process in any such jurisdiction where it is not then so subject. 

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(i)      Cooperate with the Selling
Holders and the managing underwriter(s), if any, to facilitate the timely
preparation and delivery of certificates (not bearing any legends) representing
Registrable Securities to be sold after receiving written representations from
each Selling Holder that the Registrable Securities represented by the
certificates so delivered by such Selling Holder will be transferred in
accordance with the Registration Statement, and enable such Registrable
Securities to be in such denominations and registered in such names as the
managing underwriter(s), if any, or the Selling Holders may request at least two
Business Days prior to any sale of Registrable Securities. 

(j)      Use its reasonable best
  efforts to cause the Registrable Securities covered by the Registration
  Statement to be registered with or approved by such other Governmental Entities
  within the United States, except as may be required solely as a consequence of
  the nature of such Selling Holder’s business, in which case the Company will
  cooperate in all reasonable respects with the filing of such Registration
  Statement and the granting of such approvals, as may be necessary to enable the
  seller or sellers thereof or the managing underwriter(s), if any, to consummate
the disposition of such Registrable Securities. 

(k)      Upon the occurrence of any
event contemplated by Section 2.3(c)(ii), (c)(iii), (c)(iv), (c)(v) or (c)(vi)
above, prepare a supplement or post-effective amendment to the Registration
Statement or a supplement to the related Prospectus or any document incorporated
or deemed to be incorporated therein by reference or an Issuer Free Writing
Prospectus related thereto, or file any other required document so that, as
thereafter delivered to the Selling Holders, such Prospectus will not contain an
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading. 

(l)      Prior to the effective date
of the Registration Statement relating to the Registrable Securities, provide a
CUSIP number for the Registrable Securities. 

(m)      Provide and cause to be
maintained a transfer agent and registrar for all Registrable Securities covered
by such Registration Statement from and after a date not later than the
effective date of such Registration Statement. 

(n)      Use its reasonable best
efforts to cause all shares of Registrable Securities covered by such
Registration Statement to be authorized to be listed on the Toronto Stock
Exchange or another exchange in Canada or elsewhere, if any, on which
similar securities issued by the Company are then listed. 

10 




(o)      In connection with an
underwritten offering, if any, enter into an underwriting agreement in form,
scope and substance as is customary in underwritten offerings, and in connection
therewith, (i) make such representations and warranties to the Selling Holders
and the managing underwriter(s), if any, with respect to the business of the
Company and its Subsidiaries, and the Registration Statement, Prospectus and
documents, if any, incorporated or deemed to be incorporated by reference
therein, in each case, in form, substance and scope as are customarily made by
issuers in underwritten offerings, and, if true, confirm the same if and when
requested, (ii) use its reasonable best efforts to furnish to the Selling
Holders of such Registrable Securities opinions and negative assurances of
counsel to the Company and updates thereof (which counsel, opinions and negative
assurance (in form, scope and substance) shall be reasonably satisfactory to the
managing underwriter(s), if any, and counsels to the Selling Holders of the
Registrable Securities), addressed to each Selling Holder of Registrable
Securities and each of the managing underwriter(s), if any, covering the matters
customarily covered in opinions and negative assurances requested in
underwritten offerings and such other matters as may be reasonably requested by
such counsel and managing underwriter(s), (iii) use its reasonable best efforts
to obtain “comfort” letters and updates thereof from the independent certified
public accountants of the Company (and, if necessary, any other independent
certified public accountants of any Subsidiary of the Company or of any business
acquired by the Company for which financial statements and financial data are,
or are required to be, included in the Registration Statement) who have
certified the financial statements included in such Registration Statement,
addressed to each Selling Holder of Registrable Securities (unless such
accountants shall be prohibited from so addressing such letters by applicable
standards of the accounting profession) and each of the managing underwriter(s),
if any, such letters to be in customary form and covering matters of the type
customarily covered in “comfort” letters in connection with underwritten
offerings, (iv) if an underwriting agreement is entered into, the same shall
contain indemnification provisions and procedures substantially to the effect
set forth in Section 2.5 hereof with respect to all parties to be indemnified
pursuant to said Section except as otherwise agreed by the Holders of a majority
of the Registrable Securities being sold in connection therewith and the
managing underwriter(s), if any, and (v) deliver such customary documents and
certificates as may be reasonably requested by the Holders of a majority of the
Registrable Securities being sold in connection therewith, their counsel and the
managing underwriter(s), if any, to evidence the continued validity of the
representations and warranties made pursuant to clause (i) above and to evidence
compliance with any customary conditions contained in the underwriting agreement
or other agreement entered into by the Company. The above shall be done at each
closing under such underwriting or similar agreement, or as and to the extent
required thereunder. 

(p)      Upon execution of a customary
  confidentiality agreement, pursuant to which the Holders agree to use the
  following information solely for the purpose of their due diligence review in
  connection with an offering of securities by the Company, make available for
  inspection by a representative of the Selling Holders, the managing
  underwriter(s), if any, and any attorneys or accountants retained by such
  Selling Holders or managing underwriter(s), at the offices where normally kept,
  during reasonable business hours, financial and other records, pertinent
  corporate documents and properties of the Company and its Subsidiaries, each of
  the type which would be included in a reasonable and customary due diligence
review in connection with an offering of securities, and cause the officers, directors and employees of
the Company and its Subsidiaries to supply all information in each case
reasonably requested by any such representative, managing underwriter(s),
attorney or accountant in connection with such Registration Statement.

11 




(q)      Subject to the provisions of
Section 2.7(b) hereof, in connection with any Demand Registration that is a
“fully underwritten marketed offering”, cause its officers to use their
reasonable best efforts to support the marketing of the Registrable Securities
covered by the Registration Statement (including, without limitation, by
participation in “road shows”) as reasonably requested by the underwriters;
provided that such officers shall not be required to take any action
which would unreasonably interfere with the normal business operations of the
Company. 

(r)      Otherwise use its reasonable
  best efforts to comply with all applicable rules and regulations of the SEC and
  any applicable national securities exchange, and make available to its security
  holders, as soon as reasonably practicable (but not more than 18 months) after
  the effective date of the registration statement, an earnings statement which
shall satisfy the provisions of Section 11(a) of the Securities Act. 

Section 2.4. Certain Additional Agreements. 

(a)      The Company may require each
Selling Holder to furnish to the Company in writing such information required in
connection with such registration regarding such Selling Holder and the
distribution of such Registrable Securities as the Company may, from time to
time, reasonably request in writing and the Company may exclude from such
registration the Registrable Securities of any Selling Holder who fails to
furnish such information within a reasonable time after receiving such request.


(b) Each Selling Holder agrees
that upon receipt of any notice from the Company of the happening of any event
of the kind described in Section 2.3(c)(iii) or (c)(vi) hereof, such Holder will
forthwith discontinue disposition of such Registrable Securities covered by such
Registration Statement or Prospectus until such Holder’s receipt of the copies
of the supplemented or amended Prospectus contemplated by Section 2.3(k) hereof,
or until it is advised in writing by the Company that the use of the applicable
Prospectus may be resumed, and has received copies of any additional or
supplemental filings that are incorporated or deemed to be incorporated by
reference in such Prospectus; provided, however, that (i) in no event
shall such discontinuance exceed the time period set forth in Section 2.1(e)
hereof, and (ii) the Company shall extend the time periods under Section 2.1 and
Section 2.2 with respect to the length of time that the effectiveness of a
Registration Statement must be maintained by the amount of time the Holder is
required to discontinue disposition of such securities. 

(c)      Each Holder covenants and
agrees that it will comply with the prospectus delivery requirements of the
Securities Act as applicable to it or an exemption therefrom in connection with
sale of Registrable Securities pursuant to the Registration Statement. 

Section 2.5. Indemnification. 

(a)      Indemnification by the
Company. The Company shall indemnify and hold harmless, to the fullest
extent permitted by Law, each Selling Holder whose Registrable Securities are covered by a Registration Statement or Prospectus, the
officers and directors of each of them, each Person who controls (within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)
each such Selling Holder and the officers and directors of each such controlling
Person, each underwriter (including any Holder that is deemed an underwriter
pursuant to any SEC comments or policies, if any, and each Person who controls
(within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act) such underwriter (collectively, “Holder
Indemnitees”), from and against any and all losses, claims,
damages, liabilities, expenses (including, without limitation, costs of
preparation and reasonable attorneys’ fees and any other reasonable fees or
expenses incurred by such party in connection with any investigation or Action),
judgments, fines, penalties, charges and amounts paid in settlement
(collectively, “Losses”), as incurred, in each case
in connection with any offering of Registrable Securities in which a Selling
Holder is participating, (i) arising out of or based upon any untrue statement
(or alleged untrue statement) of a material fact contained in any applicable
Registration Statement (or in any preliminary or final Prospectus contained
therein, any document incorporated by reference therein or Issuer Free Writing
Prospectus related thereto) or any other offering circular, amendment of or
supplement to any of the foregoing or other document incident to any such
registration, qualification, or compliance, or based on any omission (or alleged
omission) to state therein (in the case of a final or preliminary Prospectus, in
light of the circumstances under which they were made) a material fact required
to be stated therein or necessary to make the statements therein not misleading,
or (ii) any violation by the Company of the Securities Act or of the Exchange
Act in connection with any such registration, qualification, or compliance; provided, that the Company will not be liable to a Selling Holder or
underwriter, as the case may be, in any such case to the extent that any such
Loss arises out of or is based on any untrue statement or omission by such
Selling Holder or underwriter, as the case may be, but only to the extent that
such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such Registration Statement (or in any preliminary or final
Prospectus contained therein, any document incorporated by reference therein or
Issuer Free Writing Prospectus related thereto), offering circular, amendment of
or supplement to any of the foregoing or other document in reliance upon and in
conformity with written information furnished to the Company by such Selling
Holder or underwriter specifically for inclusion in such document. Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of any Holder Indemnitee or any other Holder and shall
survive the transfer of such securities. The foregoing indemnity agreement is in
addition to any liability that the Company may otherwise have pursuant to
contract or applicable Law to each Holder Indemnitee. 

12 




(b)      Indemnification by Selling
Holders. In connection with any Registration Statement in which a Selling
Holder is participating by registering Registrable Securities, such Selling
Holder agrees, severally and not jointly with any other Person, to indemnify and
hold harmless, to the fullest extent permitted by Law, the Company, the officers
and directors of the Company, and each Person who controls (within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act) the
Company, and each underwriter, if any, and each Person who controls (within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)
such underwriter, from and against all Losses, as incurred, arising out of or
based on any untrue statement (or alleged untrue statement) of a material fact
contained in any such Registration Statement (or in any preliminary or final
Prospectus contained therein, any document incorporated by reference therein or
Issuer Free Writing Prospectus related thereto) or any other offering circular
or any amendment of or supplement to any of the foregoing or any other document incident to such registration, or any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein (in the case of a final or preliminary
Prospectus, in light of the circumstances under which they were made) not
misleading, in each case solely to the extent that such untrue statement (or
alleged untrue statement) or omission (or alleged omission) is made in such
Registration Statement (or in any preliminary or final Prospectus contained
therein, any document incorporated by reference therein or Issuer Free Writing
Prospectus related thereto), offering circular, or any amendment of or
supplement to any of the foregoing or other document in reliance upon and in
conformity with written information furnished to the Company by such Selling
Holder expressly for inclusion in such document. Such indemnity shall remain in
full force and effect regardless of any investigation made by or on behalf of
the Company or any of its directors, officers or controlling Persons. The
Company may require as a condition to its including Registrable Securities in
any Registration Statement filed hereunder that the holder thereof acknowledge
its agreement to be bound by the provisions of this Agreement (including Section
2.5) applicable to it.

13 




(c)      Conduct of Indemnification
Proceedings. If any Person shall be entitled to indemnity hereunder (an
“indemnified party”), such indemnified party shall
give prompt notice to the party from which such indemnity is sought (the
“indemnifying party”) of any claim or of the
commencement of any Action with respect to which such indemnified party seeks
indemnification or contribution pursuant hereto; provided, however, that
the delay or failure to so notify the indemnifying party shall not relieve the
indemnifying party from any obligation or liability except to the extent that
the indemnifying party has been actually prejudiced by such delay or failure.
The indemnifying party shall have the right, exercisable by giving written
notice to an indemnified party promptly after the receipt of written notice from
such indemnified party of such claim or Action, to assume, at the indemnifying
party’s expense, the defense of any such Action, with counsel reasonably
satisfactory to such indemnified party; provided, however, that an
indemnified party shall have the right to employ separate counsel in any such
Action and to participate in the defense thereof, but the fees and expenses of
such counsel shall be at the expense of such indemnified party unless: (i) the
indemnifying party agrees to pay such fees and expenses; (ii) the indemnifying
party fails promptly to assume, or in the event of a conflict of interest cannot
assume, the defense of such Action or fails to employ counsel reasonably
satisfactory to such indemnified party, in which case the indemnified party
shall also have the right to employ counsel and to assume the defense of such
Action; or (iii) in the opinion of the indemnified party’s outside legal counsel
a conflict of interest between such indemnified and indemnifying parties may
exist in respect of such Action; provided, further, however, that the
indemnifying party shall not, in connection with any one such Action or separate
but substantially similar or related Actions in the same jurisdiction, arising
out of the same general allegations or circumstances, be liable for the fees and
expenses of more than one firm of attorneys (together with appropriate local
counsel) at any time for all of the indemnified parties, or for fees and
expenses that are not reasonable. Whether or not such defense is assumed by the
indemnifying party, such indemnified party will not be subject to any liability
for any settlement made without its consent (but such consent will not be
unreasonably withheld or delayed). No indemnifying party will be subject to any
liability for any settlement made without its consent (but such consent will not
be unreasonably withheld or delayed). The indemnifying party shall not consent
to entry of any judgment or enter into any settlement that does not include as
an unconditional term thereof the giving by all claimants or plaintiffs to such
indemnified party of a release, in form and substance reasonably satisfactory to
the indemnified party, from all liability in respect of such claim or
litigation. 

14 




(d)      Contribution.      (i)      If
the indemnification provided for in this Section 2.5 is unavailable to an
indemnified party in respect of any Losses (other than in accordance with its
terms), then each applicable indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such Losses, in such proportion as is
appropriate to reflect the relative fault of the indemnifying party, on the one
hand, and such indemnified party, on the other hand, in connection with the
actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations. The relative fault of such indemnifying
party, on the one hand, and indemnified party, on the other hand, shall be
determined by reference to, among other things, whether any action in question,
including any untrue or alleged untrue statement of a material fact or omission
or alleged omission to state a material fact, has been taken by, or relates to
information supplied by, such indemnifying party or indemnified party, and the
parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent any such action, statement or omission. 

(ii)      The parties hereto agree
that it would not be just and equitable if contribution pursuant to this Section
2.5(d) were determined by pro rata allocation or by any other method of
allocation that does not take account of the equitable considerations referred
to in the immediately preceding paragraph. 

(iii)      No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. 

(e)      Limitation on Holder
Liability. Notwithstanding anything to the contrary contained in this
Agreement, an indemnifying party that is a Holder shall not be required to
indemnify or contribute any amount in excess of the amount by which the net
proceeds received by such Holder from the sale of the Registrable Securities
sold by such Holder in the applicable offering exceeds the amount of any damages
that such indemnifying party has otherwise been required to pay by reason of the
applicable untrue or alleged untrue statement or omission or alleged omission.


Section 2.6. Rule 144; Rule
144A. The Company covenants that it will file the reports required to be
filed by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the SEC thereunder (or, if the Company is not required to
file such reports, it will, upon the request of any Holder, make publicly
available other information so long as necessary to permit sales pursuant to
Rule 144 or 144A under the Securities Act) to the extent required from time to
time to enable such Holder to sell Registrable Securities without registration
under the Securities Act within the limitation of the exemptions provided by (i)
Rule 144 or 144A or Regulation S under the Securities Act, as such Rules may be
amended from time to time, or (ii) any similar rule or regulation hereafter
adopted by the SEC. Upon the request of any Holder, the Company will deliver to
such Holder a written statement as to whether it has complied with such
requirements and, if not, the specifics thereof. 

Section 2.7. Underwritten
Registrations.      (a)      If any Demand Registration is an underwritten offering,
the Holders’ Representative shall have the right to select the investment banker
or investment bankers and managers to administer the offering, subject to
approval by the Company, not to be unreasonably withheld or delayed. The Company
shall have the right to select the investment banker or investment bankers and managers to
administer any incidental or piggyback registration. 

15 




(b)      No Person may participate in
any underwritten registration hereunder unless such Person (i) agrees to sell
the Registrable Securities or Other Securities it desires to have covered by the
registration on the basis provided in any underwriting arrangements in customary
form (including pursuant to the terms of any over-allotment or “green shoe”
option requested by the managing underwriter, provided that no such
Person will be required to sell more than the number of Registrable Securities
that such Person has requested the Company to include in any registration), and
(ii) completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements, provided that such Person (other than the
Company) shall not be required to make any representations or warranties other
than those related to title and ownership of shares, authority to enter into the
underwriting agreement, and as to the accuracy and completeness of statements
made in a Registration Statement, Prospectus, offering circular, or other
document in reliance upon and in conformity with written information furnished
to the Company or the managing underwriter(s) by such Person and, provided
further, that such Person’s (other than the Company’s) liability in respect
of such representations and warranties shall not exceed such Person’s net
proceeds from the offering. 

Section 2.8. Registration
  Expenses. The Company shall pay all reasonable documented expenses incident
  to the Company’s performance of or compliance with its obligations under this
  Article II, including, without limitation, (i) all registration and filing fees
  (including fees and expenses (A) with respect to filings required to be made
  with the SEC, all applicable securities exchanges and/or FINRA and (B) of
  compliance with securities or Blue Sky laws including any fees and disbursements
  of counsel for the underwriter(s) in connection with Blue Sky qualifications of
  the Registrable Securities pursuant to Section 2.3(h)), (ii) printing expenses
  (including expenses of printing certificates for Registrable Securities in a
  form eligible for deposit with The Depository Trust Company and of printing
  Prospectuses if the printing of Prospectuses is requested by the managing
  underwriter(s), if any, or by the Holders of a majority of the Registrable
  Securities included in any Registration Statement), (iii) messenger, telephone
  and delivery expenses of the Company, (iv) fees and disbursements of counsel for
  the Company, (v) expenses of the Company incurred in connection with any road
  show, and (vi) fees and disbursements of all independent certified public
  accountants (including, without limitation, the expenses of any “comfort”
  letters required by this Agreement) and any other Persons, including special
  experts retained by the Company. In addition, the Company shall bear all of its
  internal expenses (including all salaries and expenses of its officers and
  employees performing legal or accounting duties), the expense of any annual
  audit, the fees and expenses incurred in connection with the listing of the
  securities to be registered on any securities exchange on which similar
  securities issued by the Company are then listed and rating agency fees and the
  fees and expenses of any Person, including special experts, retained by the
  Company. The Company shall not be obligated to pay the fees and disbursements of
  any counsel for the Holders in connection with any registration under Article
  II, or any underwriting fees, discounts or commissions attributable to sales of
Registrable Securities by Holders thereof. 

16 




ARTICLE III 

MISCELLANEOUS 

Section 3.1. Conflicting
Agreements. Each party represents and warrants that it has not granted and
is not a party to any proxy, voting trust or other agreement that is
inconsistent with or conflicts with any provision of this Agreement. 

Section 3.2. Termination.
This Agreement shall terminate at such time as there are no Registrable
Securities, except for the provisions of Sections 2.5, 2.6, 2.8 and this Article
III, which shall survive such termination. 

Section 3.3. Amendment and
Waiver. This Agreement may not be amended except by an instrument in writing
signed on behalf of each of the Company, and the Holders of a majority of the
aggregate number of Registrable Securities then held by all Holders. Any party
hereto may waive any right of such party hereunder by an instrument in writing
signed by such party and delivered to the other parties (and, in the case of a
waiver of any rights of the Holders, by an instrument in writing signed by the
Holders of a majority of the aggregate number of Registrable Securities then
held by all Holders). The failure of any party to enforce any of the provisions
of this Agreement shall in no way be construed as a waiver of such provisions
and shall not affect the right of such party thereafter to enforce each and
every provision of this Agreement in accordance with its terms. 

Section 3.4. Severability.
If any provision of this Agreement shall be declared by any court of competent
jurisdiction to be illegal, void or unenforceable, all other provisions of this
Agreement shall not be affected and shall remain in full force and effect. 

Section 3.5. Entire
Agreement. This Agreement embodies the complete agreement and understanding
among the parties hereto with respect to the subject matter hereof and
supersedes and preempts any prior understandings, agreements or representations
by or among the parties, written or oral, that may have related to the subject
matter hereof in any way. 

Section 3.6. Successors and
Assigns. Neither this Agreement nor any right or obligation hereunder is
assignable in whole or in part by any party without the prior written consent of
the other parties hereto; provided that the prior written consent of the
Holders shall not be required in connection with a sale or acquisition of the
Company, whether by merger, consolidation, sale of all or substantially all of
the Company’s assets, or a similar transaction, so long as such successor is
bound by the terms of this Agreement; provided further that the Lenders
and the Clay Family Holders may transfer their rights and obligations hereunder
(in whole or in part) to any other of the Lenders and the Clay Family Holders
without the prior written consent of the Company, and provided further
that the Holders may transfer their rights and obligations hereunder (in
whole or in part) to any other Person with the prior written consent of the
Company. Following such written consent, any such assignment shall be effective
upon receipt by the Company of written notice from the transferring Holder
stating the name and address of any Transferee and identifying the number of
shares of Registrable Securities with respect to which the rights under this
Agreement are being transferred and the nature of the rights so transferred and
(y) a written agreement in substantially the form attached as Schedule B
hereto from such Transferee to be bound by the applicable terms of this
Agreement. 

17 




Section 3.7. Counterparts;
Execution by Facsimile Signature. This Agreement may be executed in any
number of counterparts, each of which shall be an original, but all of which
together shall constitute one instrument. This Agreement may be executed by
facsimile signature(s). 

Section 3.8. Remedies.      (a)      
Each party hereto acknowledges that monetary damages would not be an adequate
remedy in the event that any of the covenants or agreements in this Agreement is
not performed in accordance with its terms, and it is therefore agreed that, in
addition to and without limiting any other remedy or right it may have, the
non-breaching party will have the right to an injunction, temporary restraining
order or other equitable relief in any court of competent jurisdiction enjoining
any such breach or threatened breach and enforcing specifically the terms and
provisions hereof. Each party hereto agrees to waive any requirement for the
securing or posting of any bond in connection with such remedy. 

     (b)      All rights, powers and
remedies provided under this Agreement or otherwise available in respect hereof
at law or in equity shall be cumulative and not alternative, and the exercise or
beginning of the exercise of any thereof by any party shall not preclude the
simultaneous or later exercise of any other such right, power or remedy by such
party. 

Section 3.9. Notices. All
notices required or permitted hereunder shall be in writing and shall be deemed
effectively given (i) upon personal delivery to the party to be notified, (ii)
when sent by confirmed facsimile if sent during normal business hours of the
recipient, if not, then on the next Business Day, (iii) upon receipt of proof of
transmission if sent by email or (iv) one Business Day after deposit with a
nationally recognized overnight courier, specifying next day delivery, with
written verification of receipt. All communications shall be sent to the
addresses set forth below or such other address, email address or facsimile
number as a party may from time to time specify by notice to the other parties
hereto: 

If to the Company: Golden Queen Mining
Co. Ltd., 2300 – 1066 West Hastings Street, Vancouver, British Columbia, Canada
V6E3X2; Attention: H. Lutz Klingmann (lklingmann@goldenqueen.com) and Andrée
St-Germain (astgermain@goldenqueen.com); and with a copy (which shall not
constitute notice) to: Morton Law LLP, 1200 - 750 West Pender Street, Vancouver,
British Columbia, Canada, V6C 2T8; Attention: Edward L. Mayerhofer
(elm@mortonlaw.ca), Esq.; Fax: (604) 681-9652. 

If to the Lenders or the Clay Family
Holders: c/o East Hill Management Company, 10 Memorial Boulevard, Suite 902,
Providence, RI 02903, Fax: 401-490-0749, Email: Thomas.Clay@easthillmgt.com,
with a copy (which shall not constitute notice) to: Sullivan & Worcester
LLP, One Post Office Square, Boston, MA 02109, Attention: William A. Levine,
Esq., Fax: 617-338-2880 

Section 3.10. Nature of Holders’ Obligations. The
obligations of each Holder under this Agreement are several and not joint with
the obligations of any other Holder, and no Holder shall be responsible in any
way for the performance of the obligations of any other Holder under this
Agreement. Nothing contained herein, and no action taken by any Holder pursuant
hereto or in connection herewith, shall be deemed to constitute the Holders as a
partnership, a joint venture or any other kind of entity, or create a presumption that the
Holders are in any way acting in concert or as a group with respect to such
obligations or any of the transactions contemplated by this Agreement.

18 




Section 3.11. Governing Law;
Consent to Jurisdiction.      (a)      This Agreement shall be governed in all
respects by the laws of the State of New York, without regard to its conflicts
of laws principles. 

(b)      Each of the parties hereto
  (i) consents to submit itself to the personal jurisdiction of any Federal or
  state court located in the Borough of Manhattan in the City of New York, New
  York in the event any dispute arises out of this Agreement, (ii) agrees that it
  will not attempt to deny or defeat such personal jurisdiction by motion or other
  request for leave from any such court and (iii) agrees that it will not bring
  any Action relating to this Agreement in any court other than a Federal or state
  court located in the Borough of Manhattan in the City of New York, New York.


(c)      Each of the parties hereto
hereby irrevocably and unconditionally waives trial by jury in any legal Action
or proceeding in relation to this Agreement and for any counterclaim therein.


[signature page follows] 

19 




IN WITNESS WHEREOF, the parties
hereto have executed this Agreement as of the date first written above. 


	GOLDEN QUEEN MINING CO. LTD. 
	  
	  
	               
         By: __/s/ H. Lutz Klingmann_____________ 
	               
         Name: H. Lutz Klingmann 
	               
         Title: President and Chief Executive Officer




[SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS
AGREEMENT] 






	THE LANDON T. CLAY 2009 
	IRREVOCABLE TRUST DATED 
	MARCH 6, 2009 
	  	  
	  	  
	  	  
	By: 	/s/
      Thomas M. Clay 
	  	Thomas M. Clay, Trustee 
	  	  
	  	  
	  	  
	EHT, LLC 
	  	  
	  	  
	  	  
	By:	 /s/ Jonathan C. Clay
		Jonathan C. Clay, Manager  
	  	  
	  	  
	  	  
	/s/
      Harris Clay 
	Harris Clay 
	  	  
	  	  
	  	  
	THE CLAY FAMILY 2009 IRREVOCABLE 
	TRUST DATED APRIL 14, 2009 
	  	  
	  	  
	  	  
	By:	 /s/ Thomas M. Clay
	  	Thomas M. Clay, Trustee




[SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS
AGREEMENT] 





	  	LANDON T. CLAY 2013-4 ANNUITY 
	_/s/ Cassius M.C. Clay_________________ 	TRUST U/A DATED JUNE 17, 2013 
	Cassius M.C. Clay 	  
	  	  
	  	By:__/s/ Thomas M. Clay_________________
    
	_/s/ Whitney Clay_____________________ 	         Name: Thomas
      M. Clay 
	Whitney Clay, as custodian for James Clay 	         Title:
      Trustee 
	  	  
	  	LTC CORPORATION 
	_/s/ Jonathan Clay____________________ 	  
	Jonathan Clay 	  
	  	By: _/s/ Landon T.
      Clay____________________ 
	  	         Name: Landon
      T. Clay 
	_/s/ Landon H. Clay___________________ 	         Title:
      President 
	Landon H. Clay 	  
	  	LTC CORP. PENSION AND PROFIT 
	  	SHARING PLAN 
	_/s/ Landon T. Clay___________________ 	  
	Landon T. Clay 	  
	  	By: __/s/ Landon T.
      Clay__________________ 
	  	         Name: Landon
      T. Clay 
	_/s/ Richard T. Clay____________________ 	         Title:
      Trustee 
	Richard T. Clay 	  
	  	  
	  	THE MONADNOCK CHARITABLE 
	__/s/ Thomas M. Clay_________________ 	ANNUITY LEAD TRUST DATED MAY 
	Thomas M. Clay 	31, 1996 
	  	  
	  	  
	933 MILLEDGE LLC 	By: __/s/ Harris
      Clay______________________ 
	  	         Name: Harris
      Clay 
	  	         Title:
    Trustee 
	By: __/s/ Jonathan C. Clay______________ 	         
	         Name: Jonathan C. Clay
	THE SKADUTAKEE CHARITABLE 
	         Title: Member 	ANNUITY LEAD TRUST DATED JUNE 
	  	28, 1993 
	 	 
	ARCTIC COAST PETROLEUMS LTD. 	  
	  	By: _/s/ Harris
      Clay_______________________ 
	By: _/s/ Harris Clay__________________ 	         Name: Harris
      Clay 
	         Name: Harris Clay 	         Title:
      Trustee 
	         Title: President 	  


[SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS
AGREEMENT] 




SCHEDULE A 

	Cassius M.C. Clay 
	James Clay 
	Jonathan Clay 
	Landon H. Clay 
	Landon T. Clay 
	Richard T. Clay 
	Thomas M. Clay 
	933 Milledge LLC 
	Arctic Coast Petroleums, Ltd. 
	Landon T. Clay 2013-4 Annuity Trust u/a dated June 17, 2013
    
	LTC Corporation 
	LTC Corp. Pension and Profit Sharing Plan 
	The Monadnock Charitable Annuity Lead Trust dated May 31,
      1996 
	The Skadutakee Charitable Annuity Lead Trust dated June 28,
      1993 






SCHEDULE B 

	Golden Queen Mining Co. Ltd. 
	2300 – 1066 West Hastings Street 
	Vancouver, British Columbia 
	Canada V6E3X2 
	Attention: President and Chief Financial Officer 
	  
	Ladies and Gentlemen: 


Reference is made to the Amended and Restated Registration
Rights Agreement, dated as of June 8, 2015 (as amended, restated, supplemented
or otherwise modified from time to time, the “Agreement”). Capitalized terms
used and not otherwise defined herein are used herein as defined in the
Agreement. The undersigned (“Transferee”) hereby: (i) acknowledges receipt of a
copy of the Agreement; (ii) notifies the Company that, on [Date],
Transferee acquired from [insert name of assigning Holder] (pursuant to a
private transfer that was exempt from the registration requirements under the
Securities Act) [describe the Registrable Securities that were
transferred] (the “Transferred Securities”) and an assignment of such
transferor’s rights under the Agreement with respect and to the Transferred
Securities, and the Transferee has assumed from such transferor the liability of
the transferor in respect of any and all obligations under the Agreement related
to the Transferred Securities; and (iii) agrees to be bound by all terms of the
Agreement with respect to the Transferred Securities applicable to a Holder of
such Transferred Securities as if the Transferee was an original signatory to
the Agreement. Notices to the Transferee for purposes of the Agreement may be
addressed to: [•], [•], Attn: [•], Fax: [•]. This document shall be governed by,
and construed in accordance with, the laws of the State of New York, applicable
to contracts executed in and to be performed entirely within that State. 


	[Transferee] 
	  
	  
	[By:] _________________________________________________
	Name: 
	[Title:] 



cc: [Transferor]