Exhibit 10.3


 


Execution Version


 





*** CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED FOR CERTAIN PORTIONS OF THIS EXHIBIT. CONFIDENTIAL PORTIONS OF THIS EXHIBIT ARE DESIGNATED BY [**]. A COMPLETE VERSION
OF THIS EXHIBIT HAS BEEN FILED SEPARETLY WITH THE SECURITIES AND EXCHANGE COMMISSION.







 


REVOLVING
CREDIT AGREEMENT


 


dated as of


 


October 12, 2018


 


among


 


GOLDEN
QUEEN MINING COmpany, Llc., as Borrower,


 


GOLDEN QUEEN MINING HOLDINGS, INC. and GAUSS
LLC, as Pledgors


 


GAUSS
HOLDINGS LLC, as Administrative Agent


 


and


 


auvergne,
llc and GAUSS HOLDINGS LLC, as Lenders


 




     


    
*** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS EXHIBIT. CONFIDENTIAL PORTIONS OF THIS EXHIBIT ARE DESIGNATED BY [**]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARETLY WITH THE SECURITIES AND EXCHANGE COMMISSION.



    

 


TABLE OF CONTENTS


 


	Section I DEFINITIONS	1
	1.1	Definitions	1
	1.2	Rules of Interpretation	9
	 	 	 
	Section II DESCRIPTION OF LOANS	10
	2.1	The Loans	10
	2.2	Interest Rates and Payments of Interest	10
	2.3	Commitment Fee	11
	2.4	Repayment of Loan	11
	2.5	Prepayments	11
	2.6	Method of Payments	11
	2.7	Computation of Interest and Fees	12
	2.8	Taxes	12
	 	 	 
	Section III CONDITIONS OF LENDING	13
	3.1	Conditions Precedent to Initial Loans	13
	3.2	Conditions Precedent to all Loans	14
	 	 	 
	Section IV REPRESENTATIONS AND WARRANTIES	15
	4.1	Existence, Qualification and Power	15
	4.2	Authorization; No Contravention	15
	4.3	Governmental Authorization; Other Consents; Corrupt Practices	15
	4.4	Binding Effect	16
	4.5	Financial Statements	16
	4.6	Litigation	16
	4.7	No Default	16
	4.8	Ownership of Property; Encumbrances	17
	4.9	Environmental Compliance	17
	4.10	Insurance	17
	4.11	Taxes	17
	4.12	Subsidiaries	17
	4.13	Margin Regulations; Investment Company Act.	17
	4.14	Compliance with Laws	17
	4.15	Solvency	18
	4.16	Compliance with OFAC Rules and Regulations	18
	4.17	Foreign Assets Control Regulations, Etc	18
	 	 	 
	Section V AFFIRMATIVE COVENANTS	18
	5.1	Financial Statements	18
	5.2	Conduct of Business	20
	5.3	Taxes	20
	5.4	Inspection Rights	20
	5.5	Maintenance of Books and Records	20
	5.6	Use of Proceeds	20
	5.7	Further Assurances	20



 



     


    
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	5.8	Notification Requirements	21
	5.9	Environmental Compliance	21
	5.10	Subsidiary Guaranties	21
	5.11	Exploration of Strategic Alternatives	22
	 	 	 
	Section VI NEGATIVE COVENANTS	22
	6.1	Indebtedness	22
	6.2	Contingent Liabilities	23
	6.3	Encumbrances	23
	6.4	Merger; Dispositions; Liquidation	23
	6.5	Restricted Payments	24
	6.6	Investments; Purchases of Assets	24
	6.7	Transactions with Affiliates	24
	6.8	Fiscal Year	24
	 	 	 
	Section VII DEFAULTS	24
	7.1	Events of Default	24
	7.2	Remedies upon Event of Default	26
	 	 	 
	Section VIII GRANT OF SECURITY INTEREST	27
	8.1	Security Interests	27
	8.2	Use of Collateral	27
	8.3	Possession; Sale of Collateral; etc	28
	8.4	Financing Statements, Direct Payments	29
	8.5	Remedies Not Exclusive	29
	 	 	 
	Section IX PLEDGE 	29
	9.1	Pledge	29
	9.2	Covenant	30
	9.3	Registration in Nominee Name; Denominations	30
	9.4	Voting Rights; Dividends; etc	30
	9.5	Remedies Upon Default	31
	9.6	Waiver of Guarantor Defenses	32
	 	 	 
	Section X GENERAL	34
	10.1	Notices	34
	10.2	Successors and Assigns	36
	10.3	Expenses	36
	10.4	Indemnification	37
	10.5	Survival of Covenants, Etc	37
	10.6	No Waivers	37
	10.7	Amendments, Waivers, etc.	38
	10.8	Lost Note, Etc	38
	10.9	Captions; Counterparts	38
	10.10	Entire Agreement, Etc	38
	10.11	Waiver of Jury Trial	38
	10.12	Governing Law	39



 



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	10.13	Jurisdiction; Consent to Service of Process	39
	10.14	Severability	40
	10.15	Administrative Agent	40
	10.16	Press Releases, etc	42


 


EXHIBIT


 


		A	Form of Note



 


SCHEDULES


 


		2.1(a)	Allocations



		4.2	No Conflict



		4.3	Governmental Authorizations



		4.6	Litigation



		4.7	No Default



		6.1(f)	Existing Indebtedness



		6.2	Contingent Liabilities



		6.3	Permitted Encumbrances



		9.1	Pledged Securities



 




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REVOLVING CREDIT AGREEMENT


 


REVOLVING CREDIT AGREEMENT
made as of October 12, 2018, among GOLDEN QUEEN MINING COMPANY, LLC, a California limited liability company (the “Borrower”),
GOLDEN QUEEN MINING HOLDINGS, INC., a California corporation (“GQM Holdings Pledgor”), GAUSS LLC, a Delaware
limited liability company (“Gauss Pledgor”), GAUSS HOLDINGS LLC, a Delaware limited liability company (“LUK
Holdco”), as administrative agent (in such capacity, the “Administrative Agent”), and AUVERGNE, LLC,
a Delaware limited liability company (“Auvergne” and, together with LUK Holdco, the “Initial Lenders”).


 


WHEREAS, the Borrower has
requested the Lenders to extend credit in the form of a senior secured revolving credit facility, on the terms and subject to the
conditions set forth herein.


 


NOW, THEREFORE, in consideration
of the premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:


 


Section I


 


DEFINITIONS


 


		1.1	Definitions.



 


All capitalized terms used
in this Agreement or in the Notes or in any certificate, report or other document made or delivered pursuant to this Agreement
(unless otherwise defined therein) shall have the meanings assigned to them below:


 


Administrative Agent.
See the Preamble.


 


Affiliate. With
reference to any Person, (i) any director or officer of that Person, or (ii) another Person that directly, or indirectly through
one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. For the purposes
hereof, no Lender shall be deemed to be an Affiliate of the Borrower.


 


Agreement. This
Revolving Credit Agreement, including the Exhibits and Schedules hereto, as the same may be amended, restated, supplemented or
otherwise modified from time to time.


 


Attributable Indebtedness.
On any date, in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet
of such Person prepared as of such date in accordance with GAAP.


 


Borrower. See the
Preamble.


 


Borrower’s Accountants.
PricewaterhouseCoopers LLP, Chartered Accountants, or such other independent certified public accountants as are selected by the
Borrower and reasonably acceptable to the Lenders.


 




     


    
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Business Day. Any
day other than a Saturday, Sunday or legal holiday on which banks in New York City, New York are open for the conduct of a substantial
part of their commercial banking business.


 


Capitalized Leases.
All leases that have been or should be, in accordance with GAAP recorded as capitalized leases.


 


Change of Control.
(a) The acquisition of ownership or voting control, directly or indirectly, beneficially (within the meaning of Rules 13d-3 and
13d-5 of the Securities Exchange Act of 1934, as then in effect), on or after the Closing Date, by any Person or group (within
the meaning of Sections 13d and 14d of the Securities Exchange Act of 1934, as then in effect) other than a Lender, an Affiliate
of a Lender, or any Clay Family Member, of Equity Interests representing more than 35% percent of the aggregate ordinary voting
power represented by the issued and outstanding Equity Interests of the Borrower; or (b) the occupation of a majority of the seats
(other than vacant seats) on the board of managers of the Borrower by Persons who were not (i) managers of the Borrower on
the Closing Date, (ii) appointed or nominated by the board of managers or other governing body of the Borrower (which constituted
the board of managers or such other governing body on the Closing Date), or (iii) appointed or nominated by managers so nominated.


 


Clay Family. (i) Landon
Clay, (ii) any lineal descendant (including adoptive relationships) of Landon Clay or Harris Clay, (iii) any trust primarily
for the benefit of, or the estate of, one or more of the Persons described in the foregoing clauses (i) and (ii), and (iv) any
partnership, corporation, joint venture, limited liability company, limited liability partnership, business trust, cooperative,
association or other entity the entire beneficial ownership of which is held by one or more of the Persons described in the foregoing
clauses (i), (ii) and (iii).


 


Clay Family Member.
Any Person in the Clay Family.


  





[**] 







 


Closing Date. The
first date on which the conditions set forth in Section 3.1 have been satisfied.


 


Code. The Internal
Revenue Code of 1986 and the rules and regulations thereunder, collectively, as the same may from time to time be supplemented
or amended and remain in effect.


 


Collateral. (a)
With respect to the Borrower, all of the Borrower’s right, title and interest in and to all personal property, tangible and
intangible, wherever located or situated and whether now owned, presently existing or hereafter acquired or created, including,
but not limited to, all goods, accounts, instruments, intercompany obligations, contract rights, partnership and joint venture
interests, documents, chattel paper, general intangibles, payment intangibles, goodwill, equipment, machinery, inventory, investment
property, copyrights, trademarks, trade names, insurance proceeds, cash, deposit accounts, letter of credit rights and the Pledged
Securities and any other Pledged Collateral, and any proceeds thereof, products thereof or income therefrom and (b) with respect
to each Pledgor, all of such Pledgor’s right, title and interest in and to all Pledged Securities and any proceeds thereof,
products thereof or income therefrom, but in each of the foregoing clauses (a) and (b), excluding the Excluded Assets.


 




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Commitment. See
Section 2.1(a).


 


Commitment Fee.
See Section 2.3(b).


 


Control. The possession,
by one or more persons, directly or indirectly, of the power to direct or cause the direction of the management or policies of
a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.


 


Controlled Foreign Corporation.
A Subsidiary of the Borrower which is a “controlled foreign corporation” as defined in Section 957(a) of the Code.


 


Corrupt Practices Laws.
(i) The Foreign Corrupt Practices Act of 1977 (15 U.S.C. §§ 78dd-1, et seq.), as amended, and (ii) any other law,
regulation, order, decree, or directive having the force of law in any applicable jurisdiction and relating to bribery, kick-backs,
or similar business practices.


 


Default. An Event
of Default or event or condition that, but for the requirement that time elapse or notice be given, or both, would constitute an
Event of Default.


 


Disposition or Dispose.
The sale, transfer, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person
(or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal,
with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.


 


Dollars or $.
United States dollars.


 


Encumbrances. See
Section 6.3.


 


Environmental Laws.
All provisions of law (including the common law), statutes, ordinances, codes, rules, guidelines, policies, procedures, orders-in-council,
regulations, permits, licenses, judgments, writs, injunctions, decrees, orders, awards and standards promulgated by a Governmental
Authority or by any court, agency, instrumentality, regulatory authority or commission of any of the foregoing concerning environmental
health or safety and protection of, or regulation of the discharge of substances into, the environment.


 


Equity Interests.
With respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all
of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other
ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock
of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from
such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options,
rights or other interests are outstanding on any date of determination.


 




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Excluded Assets.
The following assets: (a) real property, including leasehold interests, (b) the Borrower’s rights under any equipment lease,
or other contract that contains a provision that would result in a default thereunder if a security interest were granted under
this Agreement, except to the extent such provision is unenforceable by reason of the Uniform Commercial Code, (c) any other properties
owned by the Borrower as to which the Lenders shall have determined that the cost to the Borrower of perfecting a security interest
thereon is disproportionate to the benefit to be realized by the Lenders, (d) any funds reserved for accrued payroll held in a
deposit account, and (e) any intent-to-use trademark application but only until such time as and until an amendment to allege use
or a statement of use has been filed by the Borrower under 15 U.S.C. §1501(d) and accepted by the U.S. Patent and Trademark
Office.


 


Event of Default.
Any event described in Section 7.1.


 


Fiscal Quarter.
Each quarterly accounting period of the Borrower in any Fiscal Year.


 


Fiscal Year. The
accounting year of the Borrower, commencing on January 1 and ending on December 31 in each calendar year.


 


Fixed Rate. 8.0%
per annum.


 


Foreign Subsidiary Holding
Company. Any Subsidiary of the Borrower with no material assets other than equity (or equity and debt interests) of one or
more Controlled Foreign Corporations.


 


GAAP. Generally
accepted accounting principles in the United States of America as in effect from time to time, consistently applied.


 


Governmental Authority.
The government of the United States of America, Canada, and any other nation, and any political subdivision thereof, whether state,
provincial, or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including
any supra-national bodies such as the European Union or the European Central Bank).


 


Guarantees. As applied
to the Borrower, all guarantees, endorsements or other contingent or surety obligations with respect to obligations of others,
whether or not reflected on the balance sheet of the Borrower, including any obligation to furnish funds, directly or indirectly
(whether by virtue of partnership arrangements, by agreement to keep-well or otherwise), through the purchase of goods, supplies
or services, or by way of stock purchase, capital contribution, advance or loan, or to enter into a contract for any of the foregoing,
for the purpose of payment of obligations of any other Person.


 




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Indebtedness. As
to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities
in accordance with GAAP: (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by
bonds, debentures, notes, loan agreements or other similar instruments; (b) the maximum amount of all direct or contingent obligations
of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties,
surety bonds and similar instruments; (c) net obligations of such Person under any swap agreement; (d) all obligations of such
Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of
business and not past due for more than 60 days after the date on which such trade account was created); (e) indebtedness (excluding
prepaid interest thereon) secured by an Encumbrance on property owned or being purchased by such Person (including indebtedness
arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed
by such Person or is limited in recourse; (f) all Attributable Indebtedness in respect of Capitalized Leases; (g) all obligations
of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person
or any other Person or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred
interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and (h)
all Guarantees of such Person in respect of any of the foregoing. For all purposes hereof, the Indebtedness of any Person shall
include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited
liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse
to such Person.


 


Initial Lenders.
See the Preamble.


 


Investment. As applied
to the Borrower, the purchase or acquisition of any Equity Interests of any other Person, any loan, advance or extension of credit
(excluding accounts receivable arising in the ordinary course of business) to, or contribution to the capital of, any other Person,
any real estate held for sale or investment, any securities or commodities futures contracts held, any other investment in any
other Person, and the making of any commitment or acquisition of any option to make an Investment.


 


Lenders. The Initial
Lenders and each other Person that may after the date hereof become an assignee of such Lender’s rights and obligations hereunder
in accordance with the terms hereof and, thereby a party to this Agreement as a Lender hereunder, but from and after the effective
date that any Person shall have assigned the entirety of its rights and obligations hereunder pursuant to Section 8.2, “Lenders”
shall no longer include such Person.


 


Loan Documents.
This Agreement, the Notes, and the Subordination Agreement, together with any agreements, instruments or documents executed and
delivered pursuant to or in connection with any of the foregoing.


 


Loans. See Section
2.1(a).


 


Loan Party. The
Borrower and each other Person that becomes a Loan Party hereafter pursuant to the execution of joinder documents.


 




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Material Adverse Effect.
Any of (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual
or contingent) or condition (financial or otherwise) of the Borrower; (b) a material impairment of the rights and remedies of the
Lenders under any Loan Document, or of the ability of any Borrower to perform its material obligations under any Loan Document
to which it is a party; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against
any Borrower of any Loan Document to which it is a party; provided that the term “Material Adverse Effect” shall
not include any change, effect or circumstance to the extent resulting from (x) changes in general economic, financial market or
geopolitical conditions, or (y) any failure by any Borrower to meet any published analyst estimates or expectations of their respective
revenue, earnings or other financial performance or results of operations for any period, in and of itself, or any failure thereby
to meet its respective internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial
performance or results of operations, in and of itself and whether or not the same was delivered to the Lenders pursuant to the
provisions hereof (it being understood that the facts or occurrences giving rise or contributing to such failure that are not otherwise
excluded from this definition of a “Material Adverse Effect” may be taken into account in determining whether there
has been a Material Adverse Effect); provided further that, in the case of the immediately preceding clause (x), such changes,
effects or circumstances do not affect the relevant Borrower disproportionately relative to other companies operating in the same
industry.


 


Maturity Date. March
31, 2020.


 


Moody’s. Moody’s
Investors Service, Inc. and its successors.


 


Note Record. Any
internal record, including a computer record, maintained by a Lender with respect to the Loan.


 


Notes. See Section
2.1(b).


 


Obligations. The
following:


 


(a)       the
due and punctual payment and satisfaction by the Borrower of (i) the principal of and interest (including interest accruing
during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable
in such proceeding) on the Loan, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment
or otherwise and (ii) all other obligations of the Borrower under this Agreement and under the other Loan Documents, including
obligations to pay fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct,
contingent, fixed or otherwise, arising under the Loan Documents (including monetary obligations incurred during the pendency of
any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding),
and


 


(b)       the
due and punctual performance of all the obligations of the Pledgors under or pursuant to this Agreement and each of the other Loan
Documents.


 


OFAC. The U.S. Department
of the Treasury’s Office of Foreign Assets Control.


 




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Other Taxes. All
present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any
payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect
to, this Agreement or any other Loan Document.


 


Permitted Encumbrances.
See Section 6.3.


 


Person. Any individual,
corporation, partnership, trust, unincorporated association, business or other legal entity, and any government or governmental
agency or political subdivision thereof.


 


Pledged Collateral.
The Pledged Securities and any proceeds (as defined in Section 9-102(64) of the UCC) including cash proceeds (as defined in Section
9-102(9) of the UCC) of the Pledged Securities and all voting and other rights associated with the Pledged Securities.


 


Pledged Securities.
100% of all issued and outstanding Equity Interests issued by the Borrower or by any Subsidiary of the Borrower, whether now owned
or hereafter acquired; provided, however, the definition of “Pledged Securities” shall not include more
than 65% of the voting Equity Interests issued by a Controlled Foreign Corporation or a Foreign Subsidiary Holding Company.


 


Pledgors. Collectively,
the Borrower (with respect to the Equity Interests in its Subsidiaries), and GQM Holdings Pledgor and Gauss Pledgor (with respect
to their respective Equity Interests in the Borrower).


 


Public Official.
Any individual who, even transitorily or without payment, holds a public office or official position in any Governmental Authority,
any public company controlled by a Governmental Authority or any company in which a Governmental Authority participates in a material
respect its affairs, as well as political parties.


 


Qualified Investments.
As applied to the Borrower, investments in (i) notes, bonds or other obligations of the United States of America or any agency
thereof that as to principal and interest constitute direct obligations of or are guaranteed by the United States of America and
that have maturity dates not more than one year from the date of acquisition; (ii) notes, bonds or other obligations of the Federal
Government of Canada or any agency thereof that as to principal and interest constitute direct obligations of or are guaranteed
by the Federal Government of Canada and that have maturity dates not more than one year from the date of acquisition; (iii) certificates
of deposit, demand deposit accounts or other deposit instruments or accounts maintained in the ordinary course of business with
banks or trust companies organized under the laws of the United States or any state thereof that have capital and surplus of at
least $50,000,000 which certificates of deposit and other deposit instruments, if not payable on demand, have maturities of not
more than one year from the date of acquisition; (iv) certificates of deposit, demand deposit accounts or other deposit instruments
or accounts maintained in the ordinary course of business with banks or trust companies organized under the laws of Canada or any
province thereof that have capital and surplus of at least $50,000,000 which certificates of deposit and other deposit instruments,
if not payable on demand, have maturities of not more than one year from the date of acquisition; (iv) commercial paper issued
by any Person that is incorporated under the laws of the United States of America or any state thereof and rated at least A-2 by
S&P or at least P-2 by Moody’s that is rated not less than P-2 or A-2 or their equivalents by Moody’s or S&P,
respectively, or their successors, and in each case maturing not more than one year from the date of acquisition; (v) commercial
paper issued by any Person that is incorporated or organized under the laws of Canada or any Province thereof, which is rated at
least A-2 by S&P or at least P-2 by Moody’s, or any Canadian affiliate of the same rating agencies, in each case with
maturities of not more than one year from the date acquired; or (vi) any repurchase agreement secured by any one or more of the
foregoing.


 




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Responsible Officer.
The chief executive officer, president, vice-president, chief financial officer, treasurer (or assistant treasurer, if applicable),
or secretary (or assistant secretary, if applicable), controller or administrators of the Borrower or any attorney-in-fact with
powers to deliver documents on behalf of the Borrower in connection with the Loan Documents. Any document delivered hereunder that
is signed by a Responsible Officer of the Borrower shall be conclusively presumed to have been authorized by all necessary corporate,
partnership and/or other action on the part of the Borrower and such Responsible Officer shall be conclusively presumed to have
acted on behalf of the Borrower.


 


Restricted Payment.
Any of the following: (a) any dividend, distribution, loan, advance, guaranty, extension of credit or other payment, whether in
cash or property, to or for the benefit of any Person who holds an Equity Interest in the Borrower, whether or not such Interest
is evidenced by a security; (b) any purchase, redemption, retirement or other acquisition for value of any Equity Interest of the
Borrower, whether now or hereafter outstanding, or of any options, warrants or similar rights to purchase such Equity Interest
or any security convertible into or exchangeable for such Equity Interest and (c) any payment or prepayment of any kind, whether
in cash or property, to or for the benefit of any Person (other than the Borrower) that is an Affiliate of the Borrower.


 


SDN List. See Section
4.16.


 


Solvent and Solvency.
With respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person
is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair salable
value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person
on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur
debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person
is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s
property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent
obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any
time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the
amount that can reasonably be expected to become an actual or matured liability.


 


S&P. Standard
 & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc., and its successors.


 


Strategic Alternative
Assessment. See Section 5.11.


 




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Subordination Agreement.
That certain Subordination Agreement dated as of the Closing Date, among the Borrower, Golden Queen Mining Holdings, Inc., the
Administrative Agent, The Landon T. Clay 2009 Irrevocable Trust Dated March 6, 2009, EHT, LLC, Harris Clay and the Clay Family
2009 Irrevocable Trust Dated April 14, 2009.


 


Subsidiary. With
respect to any Person, a corporation, partnership, joint venture, limited liability company or other business entity of which a
majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing
body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially
owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person.


 


Subsidiary Guaranty.
See Section 5.10.


 


Taxes. All present
or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental
Authority, including any interest, additions to tax or penalties applicable thereto.


 


Uniform Commercial Code.
The Uniform Commercial Code as in effect in the State of New York or, with respect to matters of perfection of the Administrative
Agent’s security interest on the Collateral, the jurisdiction of formation or incorporation of the Borrower or a Pledgor,
as applicable.


 


		1.2	Rules of Interpretation.



 


(a)       All
terms of an accounting character used herein but not defined herein shall have the meanings assigned thereto by GAAP and in each
case applied on a consistent basis.


 


(b)       A
reference to any document or agreement shall include such document or agreement as amended, modified or supplemented and in effect
from time to time in accordance with its terms and the terms of this Agreement.


 


(c)       The
singular includes the plural and the plural includes the singular. Whenever the context may require, any pronoun shall include
the corresponding masculine, feminine and neuter forms.


 


(d)       A
reference to any Person includes its permitted successors and permitted assigns.


 


(e)       The
words “include”, “includes” and “including” are not limiting.


 


(f)       The
words “herein”, “hereof”, “hereunder” and words of like import shall refer to this Agreement
as a whole and not to any particular section or subdivision of this Agreement.


 




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*** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS EXHIBIT. CONFIDENTIAL PORTIONS OF THIS EXHIBIT ARE DESIGNATED BY [**]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARETLY WITH THE SECURITIES AND EXCHANGE COMMISSION.



    

 


(g)       All
terms not specifically defined herein or by GAAP and which are defined in the Uniform Commercial Code, shall have the meanings
assigned to them in the Uniform Commercial Code.


 


Section II


 


DESCRIPTION
OF LOANS


 


		2.1	The Loans.



 


(a)       Revolving
Credit Loans. Upon the terms and subject to the conditions of this Agreement, and in reliance upon the representations, warranties
and covenants of the Borrower herein, the Lenders agree to make revolving credit loans (the “Loans”) to the
Borrower at the Borrower’s request from time to time from and after the Closing Date and prior to the Maturity Date, provided
that the total amount of outstanding Loans shall not at any time exceed $20,000,000 (the “Commitment”). Subject
to the terms and conditions of this Agreement, the Borrower may borrow, repay, prepay and reborrow amounts, up to the limit imposed
by this Section 2.1(a), from time to time between the Closing Date and the Maturity Date upon request given to the Lenders pursuant
to Section 2.1(b). Each Lender shall fund and hold its respective portion of the Loans pursuant to the allocations set forth on
Schedule 2.1(a). The Commitment of the Lenders is several and not joint, with each Lender committing to the percentage of
the Commitment shown on Schedule 2.1(a).


 


(b)       Notice
and Manner of Borrowing Loans. Whenever the Borrower desires to obtain a Loan hereunder, the Borrower shall give the Lenders
written notice of its request specifying the amount of the Loan and the effective date on which such Loan is requested to be made.
Each Loan shall be in a minimum principal amount of $5,000,000 or in integral multiples of $5,000,000 in excess of such minimum
amount. Such notice must be received by the Lenders at least ten (10) Business Days before the day on which the requested Loan
is to be made.


 


(c)       The
Notes. The Loans shall be evidenced by separate promissory notes for each Lender, dated as of the Closing Date in the aggregate
principal amount equal to the amount of each Lender’s share of the Commitment, such notes to be in substantially the form
of Exhibit A hereto (together, the “Notes”).


 


		2.2	Interest Rates and Payments of Interest.



 


(a)       The
Loans shall bear interest at a rate per annum equal to the Fixed Rate. Such interest shall not be paid in cash but shall be accrued
and paid in kind and added to the principal balance of the Loans at the end of each fiscal quarter of the Borrower. Such interest
shall be allocated among the Lenders in accordance with their respective percentages as set forth on Schedule 2.1(a).


 


(b)       If
an Event of Default shall occur, then the unpaid balance of the Loans shall bear interest, to the extent permitted by law, compounded
daily at an interest rate equal to 2% per annum above the Fixed Rate, until such Event of Default is cured or waived.


 




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(c)       All
agreements between or among the Borrower and the Lenders are hereby expressly limited so that in no contingency or event whatsoever,
whether by reason of acceleration of maturity of the Obligations or otherwise, shall the amount paid or agreed to be paid to the
Lenders for the use or the forbearance of the Obligations exceed the maximum permissible under applicable law. As used herein,
the term “applicable law” shall mean the law in effect as of the date hereof; provided, however, that
in the event there is a change in the law which results in a higher permissible rate of interest, then the Loan Documents shall
be governed by such new law as of its effective date. In this regard, it is expressly agreed that it is the intent of the Borrower
and the Lenders in the execution, delivery and acceptance of the Loan Documents to contract in strict compliance with the laws
of The State of New York from time to time in effect. If, under or from any circumstances whatsoever, fulfillment of any provision
of any of the Loan Documents at the time of performance of such provision shall be due, shall involve transcending the limit of
such validity prescribed by applicable law, then the Obligations to be fulfilled shall automatically be reduced to the limits of
such validity, and if under or from circumstances whatsoever the Lenders should ever receive as interest an amount which would
exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal
balance of the Obligations and not to the payment of interest. This provision shall control every other provision of all Loan Documents.


 


2.3         Commitment
Fee. The Borrower shall pay to the Lenders a commitment fee (the “Commitment Fee”) computed on a daily basis,
equal to one percent (1%) per annum of the excess of (i) the Commitment, over (ii) the average daily amount of outstanding Loans
for each fiscal quarter of the Borrower; provided, that if an Event of Default shall occur, then such rate shall be increased
to three percent (3%) per annum in respect of the period during which such Event of Default is ongoing. The Commitment Fee shall
not be paid in cash but shall be accrued and paid in kind and added to the principal balance of the Loans at the end of each fiscal
quarter of the Borrower. The Commitment Fee shall be allocated among the Lenders in accordance with their respective percentages
as set forth on Schedule 2.1(a).


 


2.4         Repayment
of Loan. The Borrower shall repay the principal amount of the Loan on the Maturity Date in an amount equal to the aggregate
unpaid principal amount of the Loan, together with all accrued and unpaid interest, fees and other charges hereunder.


 


2.5         Prepayments.
The Borrower may prepay the Loans in whole or in part at any time prior to the Maturity Date without premium, penalty or prepayment
fee.


 


2.6         Method
of Payments.


 


(a)       All
payments by the Borrower hereunder and under any of the other Loans Documents shall be made in lawful money of the United States
in immediately available funds, and shall be deemed to have been made only when made in compliance with this Section 2.6(a).
All such payments shall be made without set-off or counterclaim and free and clear of and without deduction for any taxes, levies,
imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter
imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Borrower
is compelled by law to make such deduction or withholding. If any such obligation is imposed upon the Borrower with respect to
any amount payable by it hereunder or under any of the other Loan Documents, the Borrower will pay to the Lenders such additional
amount in Dollars as shall be necessary to enable the Lenders to receive the same net amount which the Lenders would have received
on such due date had no such obligation been imposed upon the Borrower. The Borrower will deliver promptly to the Lenders certificates
or other valid vouchers or other evidence of payment reasonably satisfactory to the Lenders for all Taxes or other charges deducted
from or paid with respect to payments made by the Borrower hereunder or under such other Loan Document.


 




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(b)       All
such payments shall be made at the applicable Lender’s office or at such other location that each Lender may from time to
time designate, in each case in immediately available funds.


 


2.7         Computation
of Interest and Fees. All computation of fees and interest shall be made on the basis of a 365-day year and actual days elapsed.
If the due date for any payment of principal is extended by operation of law, interest shall be payable for such extended time.
If any payment required by this Agreement becomes due on a day that is not a Business Day such payment may be made on the next
succeeding Business Day, and such extension shall be included in computing interest in connection with such payment.


 


2.8         Taxes.


 


(a)       Payments
Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document
shall be made free and clear of and without reduction or withholding for any Taxes; provided that if the Borrower shall
be required by applicable law to deduct any Taxes from such payments, then (i) the sum payable shall be increased as necessary
so that after making all required deductions (including deductions applicable to additional sums payable under this Section) each
Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make
such deductions and (iii) the Borrower shall timely pay the full amount deducted to the relevant Governmental Authority in accordance
with applicable law.


 


(b)       Indemnification
by the Borrower. The Borrower shall indemnify the Lenders, within ten days after demand therefor, for the full amount of any
Taxes (including Taxes imposed or asserted on or attributable to amounts payable under this Section 2.8) paid by the Lenders,
as the case may be, for or on account of Taxes in relation to a payment received or receivable (or any payment deemed to be received
or receivable) under a Loan document, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto,
whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as
to the amount of such payment or liability delivered to the Borrower by the Lenders shall be conclusive absent manifest error.
The foregoing indemnification does not apply with respect to any Tax assessed on the Lender if that Tax is imposed on or calculated
by reference to the net income received or receivable (under U.S. federal income tax principles) by the Lender.


 


(c)       Evidence
of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental
Authority, the Borrower shall deliver to the Lenders the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory
to the Lenders.


 




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*** CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN PORTIONS OF THIS EXHIBIT. CONFIDENTIAL PORTIONS OF THIS EXHIBIT ARE DESIGNATED BY [**]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARETLY WITH THE SECURITIES AND EXCHANGE COMMISSION.



    

 


(d)       Tax
Treatment. Each Lender and the Borrower agree to treat the Loans as “debt” for tax purposes, and where applicable
as a transaction controlled by Section 707(a) of the Internal Revenue Code of 1986, as amended. Each party shall file all federal,
state, county and local tax returns and information reporting forms required to be filed consistent with this treatment of the
Loans. Except as otherwise required by law, no party to this Agreement shall take a position inconsistent with the foregoing on
any tax return or otherwise.


 


Section III


 


CONDITIONS
OF LENDING


 


3.1         Conditions
Precedent to Initial Loans. The agreement of the Lenders to make the initial Loan is subject to the satisfaction of the following
conditions precedent on or prior to the Closing Date:


 


(a)       Closing
Deliverables. The Lenders shall have received the following, each of which shall be originals, “pdfs” or telecopies
(followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the Borrower, each
dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each
in form and substance satisfactory to the Lenders:


 


(i)        an
executed counterpart of this Agreement;


 


(ii)       the
Notes executed by the Borrower in favor of the Lenders;


 


(iii)      evidence
satisfactory to the Lenders that all approvals, consents, exemptions, authorizations, notices to or filings with any Governmental
Authority or other Person set forth on Schedule 4.3 have been obtained or made by the Borrower or its applicable Subsidiary
or Affiliate;


 


(iv)      such
certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of the Borrower
and each Pledgor as the Lenders may require evidencing the authority of the Borrower and each Pledgor to consummate the transactions
contemplated hereby and the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible
Officer in connection with this Agreement and the other Loan Documents to which the Borrower and each Pledgor is a party or is
to be a party;


 


(v)       such
documents and certifications as the Lenders may reasonably require to evidence that the Borrower and each Pledgor is duly organized
or formed; is validly existing and is in good standing and qualified to engage in business in each jurisdiction where its ownership,
lease or operation of properties or the conduct of its business requires such qualification, except to the extent that failure
to do so could not reasonably be expected to have a Material Adverse Effect;


 




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(vi)      a
certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 3.1 and
3.2 have been satisfied;


 


(vii)     certificates
attesting to the Solvency of the Borrower, from the Borrower’s chief financial officer, treasurer, controller, administrator
or other officer of equivalent responsibility;


 


(viii)    such
other assurances, certificates, documents, consents and opinions as the Lenders reasonably may require; and


 


(ix)       an
executed copy of the Subordination Agreement.


 


(b)       Indebtedness.
The Borrower shall not have outstanding any Indebtedness for money borrowed other than the Loans and any other Indebtedness permitted
by Section 6.1, including the Indebtedness set forth on Schedule 6.1(f).


 


(c)       Independent
Director Approval. The Lenders shall have received written evidence satisfactory to them of the approval of this Agreement
and the borrowing hereunder by a majority of the independent directors of Golden Queen Mining Co. Ltd.


 


3.2         Conditions
Precedent to all Loans. The obligation of the Lenders to make any Loan, including the initial Loans, is further subject to
the following conditions:


 


(a)       Loan
Limit. The outstanding Loans do not and, after giving effect to any requested Loan, will not exceed the limitation set forth
in Section 2.1.


 


(b)       Litigation;
Investigations. No litigation, arbitration, proceeding or investigation shall be pending or, to the knowledge of the Borrower,
threatened in writing which questions the validity or legality of the transactions contemplated by any Loan Document or seeks a
restraining order, injunction or damages in connection therewith, or which, in the reasonable judgment of the Lenders, would reasonably
be expected to adversely affect the transactions contemplated hereby or thereby.


 


(c)       Accuracy
of Representations and Warranties. The representations and warranties contained in Section IV hereof and all representations
and warranties made by the Borrower under any other Loan Document shall be true and accurate in all material respects on and as
of the date any Loan is made.


 


(d)       No
Default. No Default or Event of Default shall have occurred and be continuing.


 


(e)       No
Change in Law. No change shall have occurred in any law or regulation or interpretation thereof that, in the reasonable opinion
of counsel for the Lenders, would make it illegal or against the formally adopted and published policy of any Governmental Authority
for the Lenders to make the Loans hereunder.


 




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(f)       Approval
of Borrower’s Board of Managers. The Lenders shall have received evidence satisfactory to them that the Borrower’s
board of managers has approved the specific Loan being requested by action contemporaneous with such request (as distinguished
from an advance blanket authorization by the Borrower to obtain Loan advances).


 


Section IV


 


REPRESENTATIONS
AND WARRANTIES


 


The Borrower (and each
Pledgor, with respect to Section 4.1, 4.2, 4.3, 4.4, 4.6, 4.16 and 4.17, as applied to itself only) represents and warrants to
the Lenders that:


 


4.1         Existence,
Qualification and Power. The Borrower and each Pledgor (a) is duly organized or formed, validly existing and, as applicable,
in good standing under the laws of the jurisdiction of its incorporation, organization or formation, (b) has all requisite power
and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and
carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party and
(c) is duly qualified and is licensed and, as applicable, in good standing under the laws of each jurisdiction where its ownership,
lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred
to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.


 


4.2         Authorization;
No Contravention. The execution, delivery and performance by the Borrower and each Pledgor of each Loan Document to which
such Person is or is to be a party have been duly authorized by all necessary corporate or other organizational action, and, except
as disclosed on Schedule 4.2, do not and will not (a) contravene the terms of any of such Person’s organizational documents;
(b) conflict with or result in any breach or contravention of, or the creation of any Encumbrance under, or require any payment
to be made under (i) any contractual obligation to which such Person is a party or affecting such Person or the properties of
such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral
award to which such Person or its property is subject; or (c) violate any law, rule or regulation, except in each case referred
to in clause (b)(i) or clause (c) to the extent any such conflict or violation could not reasonably be expected to have a Material
Adverse Effect.


 


4.3         Governmental
Authorization; Other Consents; Corrupt Practices. Except as disclosed on Schedule 4.3:


 


(a)       no
approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any
other Person is necessary or required in connection with (i) the execution, delivery or performance by, or enforcement against,
the Borrower or any Pledgor of this Agreement or any other Loan Document, or (ii) the exercise by a Lender of its rights under
the Loan Documents.


 




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(b)       The
Borrower, each Pledgor and their respective officers, directors, employees, and agents have complied in all material respects with
all applicable Corrupt Practices Laws in obtaining any Governmental Approvals, consents, licenses, approvals, permits, authorizations,
rights, and privileges in respect of the Borrower’s business, and are otherwise conducting the business of the Borrower in
compliance in all material respects with applicable Corrupt Practices Laws, the Borrower declares that at no time in the course
of its business has the Borrower or its officers, directors, employees or agents offered or promised any undue advantage, directly
or indirectly, to a Public Official, with the objective of influencing him or her to perform, omit or delay an official act, or
to obtain improper business advantage for themselves or for the Borrower. (For purposes of this Agreement, “undue advantage”
is not limited to payments or financial benefits, but consists of anything that has value to a Public Official.);


 


(c)       The
Borrower’s and each Pledgor’s internal management and accounting practices and controls are adequate to ensure compliance
in all material respects with applicable Corrupt Practices Laws.


 


4.4         Binding
Effect. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and
delivered by the Borrower and each Pledgor. This Agreement constitutes, and each other Loan Document when so delivered will constitute,
a legal, valid and binding obligation of the Borrower and each Pledgor, enforceable against the Borrower and each Pledgor in accordance
with its terms except as limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement
of creditors’ rights generally, and except as the remedy of specific performance or of injunctive relief is subject to the
discretion of the court before which any proceeding therefor may be brought.


 


4.5         Financial
Statements. The audited financial statements of the Borrower for the fiscal year of the Borrower ended December 31, 2017,
furnished to the Lenders, are true and complete in all material respects, have been prepared in accordance with GAAP, and fairly
present the financial condition of the Borrower as of the date of such financial statements and the results of their operations
for the period then ending. Since the date of such statements, there has been no material change in the Borrower’s accounting
procedures. Since the delivery to the Lenders of the most recently audited financial statements of the Borrower, there has been
no material adverse change in the Borrower’s financial condition, properties or business, taken as a whole.


 


4.6         Litigation.
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened in writing,
at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any Pledgor or against any
of their respective properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document,
or (b) except as set forth on Schedule 4.6, either individually or in the aggregate, if determined adversely, could reasonably
be expected to have a Material Adverse Effect.


 


4.7         No
Default. Except as set forth on Schedule 4.7, the Borrower is not in default under or with respect to, or a party to, any
contractual obligation that would, either individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this
Agreement or any other Loan Document.


 




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4.8         Ownership
of Property; Encumbrances. The Borrower has good record and sufficient title to its material properties, including all real
property necessary for the ordinary conduct of its business, except for such defects in title as could not, individually or in
the aggregate, reasonably be expected to have a Material Adverse Effect. The Borrower’s properties are not subject to any
Encumbrances, except for Permitted Encumbrances.


 


4.9         Environmental
Compliance. The Borrower has duly complied with, and its business, operations, assets, equipment, property, leaseholds, and
other facilities are in compliance with, the provisions of all applicable Environmental Laws, except as any noncompliance therewith
could not reasonably be expected to have a Material Adverse Effect. The Borrower has (a) been issued and will maintain all required
consents, permits, licenses, certificates, authorizations, and approvals relating to, and (b) received no complaint, order, directive,
claim, citation, or notice by any Governmental Authority or any other Person with respect to, any and all Environmental Laws,
except to the extent any such failure to have issued or maintained or any such receipt in each case could not reasonably be expected
to have a Material Adverse Effect.


 


4.10       Insurance.
The properties of the Borrower necessary for the ordinary conduct of its business are insured with financially sound and reputable
insurance companies not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily
carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower operates and
as required by applicable Governmental Authorities.


 


4.11      Taxes.
The Borrower has filed all federal, state, provincial, and all material local tax returns and reports required by law to be filed
in respect of the income, business, properties, and employees of the Borrower, and has paid all Taxes, assessments, fees and other
charges levied or imposed by any Governmental Authority upon it or its properties, income or assets otherwise due and payable,
except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves
have been provided in accordance with GAAP. There is no proposed Tax assessment against the Borrower that is not being challenged
by appropriate proceedings with adequate reserves made therefor that would, if made, have a Material Adverse Effect.


 


4.12       Subsidiaries.
The Borrower has no Subsidiaries other than [**].


 


4.13       Margin
Regulations; Investment Company Act.


 


(a)       The
Borrower has not engaged nor will engage, principally or as one of its important activities, in the business of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying
margin stock.


 


(b)       The
Borrower is not required to be registered as an “investment company” under the Investment Company Act of 1940.


 


4.14       Compliance
with Laws. The Borrower is in compliance in all material respects with the requirements of all laws, rules and
regulations and all orders, writs, injunctions and decrees applicable to it or to its properties, except where the failure to comply
therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.


 




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4.15       Solvency.
The Borrower is Solvent.


 


4.16       Compliance
with OFAC Rules and Regulations. The Borrower and each Pledgor is and will remain in compliance in all material respects with
all United States economic sanctions laws, executive orders and implementing regulations as promulgated by OFAC and all applicable
anti-money laundering and counter-terrorism financing provisions of the Bank Secrecy Act (P.L. 91-508, 84 Stat. 1118 (1970) and
all regulations issued pursuant to it. None of the Borrower, the Pledgors, nor any Person directly or indirectly controlling the
Borrower or any Pledgor (i) is a Person designated by the United States government on the list of the Specially Designated Nationals
and Blocked Persons (the “SDN List”) with which a United States Person cannot deal with or otherwise engage in business
transactions, (ii) is a Person who is otherwise the target of United States economic sanctions laws such that a United States
Person cannot deal or otherwise engage in business transactions with such Person, or (iii) is controlled by (including by virtue
of such person being a director or owning voting shares or interests), or acts, directly or indirectly, for or on behalf of, any
person or entity on the SDN List or a foreign government that is the target of United States economic sanctions prohibitions such
that the entry into, or performance under, this Agreement or any other Loan Document would be prohibited under United States law.


 


4.17       Foreign
Assets Control Regulations, Etc. The Borrower and each Pledgor is not an “enemy” or an “ally of the enemy”
within the meaning of Section 2 of the Trading with the Enemy Act of the United States of America (50 U.S.C. App. §§
1 et seq.), as amended. The Borrower is not in violation of (a) the Trading with the Enemy Act, as amended, (b) any of the foreign
assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling
legislation or executive order relating thereto or (c) the USA Patriot Act (Title
III of Pub. L. 107-56 (signed into law October 26, 2001)). The Borrower (i) is not a blocked person described in Section
1 of the Executive Order 13224 issued on September 24, 2001, and (ii) to the Borrower’s knowledge, does not engage in any
dealings or transactions, or is otherwise associated, with any such blocked person.


 


Section V


 


AFFIRMATIVE
COVENANTS


 


Each Loan Party covenants
that so long as the Loans or any other Obligation remain outstanding:


 


5.1         Financial
Statements. The Borrower shall furnish to the Lenders:


 


(a)       as
soon as available to the Borrower, but in any event within 120 days after the end of each Fiscal Year, the balance sheet of the
Borrower and its Subsidiaries as of the end of such year and related statements of income, retained earnings and cash flow of the
Borrower and its Subsidiaries for such year, prepared in accordance with GAAP and audited and certified without qualification by
the Borrower’s Accountants; and, concurrently with such financial statements, a copy of the Borrower’s Accountants
management report and a written statement by the Borrower’s Accountants that in the making of the audit necessary for their
report and opinion upon such financial statements, they have obtained no knowledge of any Default or, if in the opinion of such
accountants any such Default exists, they shall disclose in such written statement the nature and status thereof; provided
that the Borrower shall be deemed to be in compliance with its delivery obligations pursuant to this Section 5.1(a) with
respect to any material or information set forth in this Section 5.1(a) to the extent such material or information is publicly
filed via the Securities and Exchange Commission’s Electronic Data Gathering, Analysis and Retrieval System (EDGAR) or any
public electronic filing system successor thereto;


 




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(b)       as
soon as available to the Borrower, but in any event within 60 days after the end of each Fiscal Quarter of each Fiscal Year, a
balance sheet of the Borrower and its Subsidiaries as of the end of, and related statements of income, retained earnings and cash
flow of the Borrower and its Subsidiaries for, the Fiscal Quarter then ended and the portion of the Fiscal Year then ended, prepared
in accordance with GAAP and certified by the chief financial officer or other officer of equivalent responsibility of the Borrower,
subject to normal, recurring year-end adjustments that shall not in the aggregate be material in amount; provided that the
Borrower shall be deemed to be in compliance with its delivery obligations pursuant to this Section 5.1(b) with respect
to any material or information set forth in this Section 5.1(b) to the extent such material or information is publicly filed
via the Securities and Exchange Commission’s Electronic Data Gathering, Analysis and Retrieval System (EDGAR) or any public
electronic filing system successor thereto;


 


(c)       concurrently
with their filing, true and correct copies of the Borrower’s and its Subsidiaries’ Tax returns and each amendment thereto;


 


(d)       promptly
after the receipt thereof by the Borrower, copies of any reports (including any so-called management letters) submitted to the
Borrower by independent public accountants in connection with any annual or interim review of the accounts of the Borrower or its
Subsidiaries made by such accountants;


 


(e)       promptly
after the same are delivered or filed, copies of all financial statements and reports as any Loan Party shall send to owners of
its Equity Interests or as the Borrower may file with any Governmental Authority at any time; provided that such Loan party
shall be deemed to be in compliance with its delivery obligations pursuant to this Section 5.1(e) with respect to any material
or information set forth in this Section 5.1(e) to the extent such material or information is publicly filed via the Securities
and Exchange Commission’s Electronic Data Gathering, Analysis and Retrieval System (EDGAR) or any public electronic filing
system successor thereto; and


 


(f)       from
time to time, such other financial data and information about the Loan Parties as the Lenders may reasonably request.


 




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5.2         Conduct
of Business.


 


(a)       Each
Loan Party shall duly observe and comply in all material respects with all material contracts and with all applicable laws, regulations,
decrees, orders, judgments and valid requirements of any Governmental Authority applicable to its corporate existence, rights and
franchises, to the conduct of its business and to its property and assets (including without limitation all Environmental Laws
and Corrupt Practices Laws), except in any case where the failure to observe and comply would not reasonably be expected to have
a Material Adverse Effect and shall maintain and keep in full force and effect and comply in all material respects with all licenses
and permits necessary to the proper conduct of its business.


 


(b)       Each
Loan Party shall maintain its legal existence, comply with its organizational documents, and observe all legally necessary or contractually
required formalities in its governance. The Borrower shall and remain or engage in substantially the same business as that in which
it is now engaged.


 


5.3         Taxes.
Each Loan Party shall pay or cause to be paid all Taxes on or against it or its properties on or prior to the time when they become
delinquent; except for any Tax or charge that is being contested in good faith by appropriate proceedings and with respect to
which adequate reserves have been established and are being maintained in accordance with GAAP, if no Encumbrance shall have been
filed (the enforcement of which shall not have been stayed within 30 days of the filing thereof) to secure such Tax, assessment
or charge.


 


5.4         Inspection
Rights. Each Loan Party shall permit any authorized representatives designated by a Lender to visit and inspect any of the
properties of such Loan Party, to inspect, copy and take extracts from its financial and accounting records, and to discuss its
affairs, finances and accounts with its officers and independent public accountants, all upon reasonable notice and at such reasonable
times during normal business hours. The reasonable out-of-pocket expenses of the Lenders in connection with such inspections shall
be payable by the Borrower.


 


5.5         Maintenance
of Books and Records. Each Loan Party shall keep adequate books and records of account, in which true and complete entries
will be made reflecting all of its business and financial transactions, and such entries will be made in accordance with GAAP,
in each case consistently applied and applicable law. Each Loan Party shall keep internal management and accounting practices
and controls that are adequate to ensure compliance with applicable Corrupt Practices Laws.


 


5.6         Use
of Proceeds.


 


(a)       The
Borrower will use the proceeds of the Loans for general working capital and other corporate purposes of the Borrower.


 


(b)       No
portion of the Loans shall be used for the “purpose of purchasing or carrying” any “margin stock” or “margin
security” as such terms are used in Regulations T, U and X of the Board of Governors of the Federal Reserve System, or otherwise
in violation of such regulations.


 


5.7         Further
Assurances. At any time and from time to time each Loan Party shall execute and deliver such further documents and take such
further action as may reasonably be requested by the Lenders to effect the purposes of the Loan Documents.


 




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5.8         Notification
Requirements. Each Loan Party shall furnish to the Lenders:


 


(a)       promptly
upon becoming aware of the existence of any condition or event that constitutes a Default, written notice thereof specifying the
nature and duration thereof and the action being or proposed to be taken with respect thereto;


 


(b)       promptly
upon becoming aware of any investigative proceedings by a Governmental Authority or of any litigation commenced or threatened in
writing against any Loan Party of which it has notice, the outcome of which could reasonably be expected to have a Material Adverse
Effect, written notice thereof and the action being or proposed to be taken with respect thereto; and


 


(c)       promptly
after becoming aware of any occurrence or any condition affecting any Loan Party which could reasonably be expected to have a Material
Adverse Effect, written notice thereof.


 


5.9         Environmental
Compliance.


 


(a)       Except
as could not reasonably be expected to have a Material Adverse Effect, (i) the Each Loan Party shall comply with, and shall conduct
its business, operations, assets, equipment, property, leaseholds, and other facilities in compliance with, the provisions of all
Environmental Laws; (ii) each Loan Party shall maintain in full force and effect all required permits, licenses, certificates,
authorizations and approvals relating to Environmental Laws; and (iii) the business of each Loan Party shall be operated in a manner
that will not pose any an unreasonable risk to public health or the environment.


 


(b)       Each
Loan Party shall provide the Lenders upon either Lender’s request with information related such Loan Party’s compliance
with those Environmental Laws that are reasonably necessary to the ordinary conduct of its business within ten days as of the receipt
by a Responsible Officer of such Loan Party of such request.


 


(c)       The
Borrower shall promptly inform the Lenders of the receipt of any (i) notice of violation of any environmental permits, licenses,
certificates and authorizations (ii) notice of violation of any Environmental Laws, the violation of which could reasonably
be expected to be material and adverse to the ordinary conduct of any Loan Party’s business.


 


5.10       Subsidiary
Guaranties. Each Subsidiary of the Borrower created, acquired or held on any date subsequent to the Closing Date, shall as
promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Lenders) of such
date, execute and deliver to the Lenders, along with any corporate governance and authorization documents, a guaranty of all Obligations
(a “Subsidiary Guaranty”) in form and substance reasonably satisfactory to the Lenders.


 




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5.11       Exploration
of Strategic Alternatives. Promptly after the Closing Date the Borrower, in consultation with the Lenders, will commence and
diligently engage in a process to explore, evaluate and pursue strategic alternatives to (i) repay the Obligations in full and
(ii) finance the Borrower’s future capital needs (the “Strategic Alternative Assessment”). Upon the conclusion
of the Strategic Alternative Assessment, the Borrower shall proceed with any resulting strategic alternative; provided
that the Borrower shall not be obligated to proceed with such strategic alternative if the Borrower has identified a bona fide
alternative transaction, satisfactory to the Lenders, that will repay in cash the Obligations in full by the Maturity Date. The
Lenders shall have the right to approve all advisors used by the Borrower in connection with the Strategic Alternative Assessment.


 


5.12       Post-closing
Obligations. Borrower shall cause [**], as promptly as possible but in any event within thirty (30) days
of the Closing Date (or such later date as agreed by the Administrative Agent in their discretion), to execute and deliver to
the Lenders, along with any corporate governance and authorization documents, a Subsidiary Guaranty in form and substance satisfactory
to the Lenders.


 


Section VI


 


NEGATIVE
COVENANTS


 


Each Loan Party covenants
that so long as the Loans or any other Obligation remain outstanding:


 


6.1         Indebtedness.
Each Loan Party shall not create, incur, assume, guarantee or be or remain liable with respect to any Indebtedness other than
the following:


 


(a)       Obligations;


 


(b)       Indebtedness
for Taxes to the extent that payment therefor shall at the time not be required to be made in accordance with Section 5.3;


 


(c)       current
liabilities on open account for the purchase price of services, materials and supplies incurred by the Borrower in the ordinary
course of business (not as a result of borrowing), so long as all of such open account current liabilities shall be promptly paid
and discharged in conformity with customary trade terms and practices, except for any such open account Indebtedness which is being
contested in good faith by the Borrower, as to which adequate reserves required by GAAP, as applicable, have been established and
are being maintained and as to which no Encumbrance has been placed on any property of the Borrower (other than Permitted Encumbrances);


 


(d)       mobile
equipment financing and short term financing with or on behalf of one or more refineries in connection with their purchases of
the Borrower’s gold and silver doré bars;


 


(e)       Guarantees
permitted under Section 6.2 hereof;


 


(f)       Indebtedness
existing as of the date of this Agreement and disclosed on Schedule 6.1(f), together with any renewals, extensions or refinancing
thereof, provided that the amount of such resulting Indebtedness shall not exceed the amount of Indebtedness originally
being renewed, extended or refinanced; and


 




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(g)       endorsements
of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business.


 


6.2         Contingent
Liabilities. Each Loan Party shall not create, incur, assume, guarantee or be or remain liable with respect to any Guarantees
other than (i) Guarantees resulting from the endorsement of negotiable instruments for deposit or collection in the ordinary course
of business and (ii) reclamation obligations supported by surety bonds, as set forth on Schedule 6.2, the amount of which
may increase over time.


 


6.3         Encumbrances.
Each Loan Party shall not create, grant, incur, assume or suffer to exist any direct or indirect mortgage, pledge, security interest,
lien or other charge or encumbrance of any kind, including any negative pledge or any lien or retained security title of a conditional
vendor, upon or with respect to any of its property or assets (“Encumbrances”), or assign or otherwise convey
any right to receive income, including the sale or discount of accounts receivable with or without recourse, except the following
(“Permitted Encumbrances”):


 


(a)       liens
of the Administrative Agent (for the benefit of the Lenders) under this Agreement, the other Loan Documents and any other document
contemplated hereby or thereby;


 


(b)       liens
incurred in connection with the posting of cash collateral to support the surety bonds set forth on Schedule 6.2, together
with any replacement, extension or renewal thereof;


 


(c)       liens
existing as of the date of this Agreement and disclosed on Schedule 6.3, together with any replacement, extension or renewal
thereof upon or in the same property subject thereto arising out of the extension, renewal or replacement of the Indebtedness secured
thereby;


 


(d)       liens
for Taxes to the extent that payment of the same may be postponed or is not required in accordance with the provisions of Section
5.3; and


 


(e)       any
Encumbrances arising by mandatory provision of law securing obligations incurred in the ordinary course of business that (i) do
not interfere with the ordinary conduct of the business of any Loan Party, (ii) are not yet more than 90 days overdue or that are
being contested or litigated in good faith, including (A) Encumbrances of carriers, warehousemen, mechanics, laborers, and materialmen
incurred in the ordinary course of business for sums not yet due, (B) Encumbrances on real estate for real estate taxes not yet
delinquent, (C) Encumbrances incurred in the ordinary course of business in connection with worker’s compensation and
unemployment insurance, (D) easements, rights-of-way, restrictions, and other similar encumbrances on the use of real property
approved in advance by the Lenders, and (E) employee claims regarding wages and benefits.


 


6.4         Merger;
Dispositions; Liquidation.


 


(a)       No
Loan Party may merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it,
or liquidate or dissolve.


 




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(b)       Each
Loan Party shall not Dispose of any assets or properties reasonably necessary to the ordinary conduct of its business, other than
sales of Qualified Investments in the ordinary course of business and consistent with past practices.


 


6.5         Restricted
Payments. Each Loan Party shall not make any Restricted Payments, except that:


 


(a)       the
Borrower may declare and pay dividends and make other distributions and payments with respect to its Equity Interests if payable
solely in its Equity Interests; and


 


(b)       the
Borrower may purchase or otherwise acquire Equity Interests in any Subsidiary of the Borrower using additional shares of its Equity
Interests.


 


6.6         Investments;
Purchases of Assets. Each Loan Party shall not make or maintain any Investments or purchase or otherwise acquire any material
amount of assets other than:


 


(a)       Qualified
Investments;


 


(b)       Subsidiaries
created, acquired, or held in accordance with the terms of this Agreement; and


 


(c)       to
the extent permitted by applicable law, loans or other extensions of credit to officers, directors and employees of the Borrower
in the ordinary course of business, for travel, entertainment, relocation and analogous ordinary business purposes, which Investments
shall not exceed at any time $200,000 in the aggregate.


 


6.7         Transactions
with Affiliates. Each Loan Party will not directly or indirectly, enter into any purchase, sale, lease or other transaction
with any Affiliate except transactions on terms that are no less favorable to such Loan Party than those which might be obtained
at the time in a comparable arm’s-length transaction with any Person who is not an Affiliate; except any such transaction
(i) unanimously approved by the board of managers of such Loan Party or by a committee of its board of managers whose members
have been unanimously appointed by its board of managers; or (ii) between any Loan Party and a Lender or an Affiliate of a Lender.


 


6.8         Fiscal
Year. Each Loan Party shall not change its Fiscal Year without at least 90 days’ prior written notice to the Lenders.


 


Section VII


 


DEFAULTS


 


7.1         Events
of Default. Any of the following shall constitute an Event of Default:


 


(a)       Non-Payment.
The Borrower fails to (i) pay when and as required to be paid in herein, any amount of principal of the Loans (including any interest
and Commitment fee added to the principal of the Loans), or (ii) pay within ten (10) days after the same becomes due, any other
amount payable hereunder or under any other Loan Document; or


 




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(b)       Specific
Covenants. (i) Any Loan party fails to perform or observe any term, covenant or agreement contained in any of Sections 5.1(a),
(b), or (c), Sections 5.2(b), 5.4, 5.6, 5.7, 5.8, 5.10, or 5.11
or Section VI, or (ii) a Subsidiary of Borrower violates or fails to perform or observe any term, covenant or agreement
contained in any Subsidiary Guaranty; or


 


(c)       Other
Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in Section 7.1(a)
or 7.1(b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for 30
days; or


 


(d)       Representations
and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of the
Borrower herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be materially
incorrect or misleading when made or deemed made; or


 


(e)       Cross-Default.
(i) Each Loan Party (A) shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration,
demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder) having an aggregate principal
amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated
credit arrangement) of more than $150,000, or (B) shall fail to observe or perform any other agreement or condition relating to
any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any
other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness
or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary
or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased,
prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness
to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded;
or (ii) the Borrower shall fail to pay when due (after any applicable period of grace) any amount payable under one or more agreements
for the use of real or personal property requiring aggregate payments in excess of $100,000 in any twelve month period, or fails
to observe or perform any term, covenant or agreement or relating to such agreement(s) for the use of real or personal property,
and the result of any such failure is to permit any other party to such agreement(s) to exercise remedies under or terminate such
agreement(s) prior to the expiration date thereof; or


 


(f)       Insolvency
Proceedings, Etc. Any Loan Party institutes or consents to the institution of any proceeding under any bankruptcy, insolvency,
reorganization, receivership or other debtor relief law, or makes a general assignment for the benefit of creditors; or applies
for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer
for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator
or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or
unstayed for 60 calendar days; or any proceeding under any bankruptcy, insolvency, reorganization, receivership or other debtor
relief law relating to any such Person or to all or any material part of its property is instituted without the consent of such
Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or


 




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(g)       Inability
to Pay Debts; Attachment. (i) The Borrower becomes unable or admits in writing its inability or fails generally to pay its
debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against
all or any material part of the property of any such Person and is not released, vacated or fully bonded within 45 days after its
issue or levy; or


 


(h)       Judgments.
There is entered against any Loan Party (i) one or more final judgments or orders, not disclosed on Schedule 4.6, for the
payment of money in an aggregate amount (as to all such judgments and orders) exceeding $100,000 (to the extent not covered by
independent third-party insurance as to which the insurer is rated at least “A” by A.M. Best Company, has been notified
of the potential claim and does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement
proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 30 consecutive days while such
judgment shall not have been discharged during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise,
is not in effect; or


 


(i)       Invalidity
of Loan Documents. Any material provision of any Loan Document, at any time after its execution and delivery and for any reason
other than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full
force and effect; or the Borrower contests in any manner the validity or enforceability of any provision of any Loan Document;
or the Borrower denies that it has any or further liability or obligation under any provision of any Loan Document, or purports
to revoke, terminate or rescind any provision of any Loan Document; or


 


(j)       Change
of Control. There occurs any Change of Control.


 


7.2         Remedies
upon Event of Default. If any Event of Default occurs and is continuing, the Lenders, acting jointly, may take any or all
of the following actions:


 


(a)       declare
the aggregate unpaid principal amount of the Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest or other notice
of any kind, all of which are hereby expressly waived by each Loan Party; and


 


(b)       exercise
on behalf of themselves all rights and remedies available to them under the Loan Documents and applicable laws;


 


provided, however, that upon
the occurrence of an Event of Default specified in Section 7.1(f), the unpaid principal amount of the Loans and all interest
and other amounts as aforesaid shall automatically become due and payable, without further act of the Lenders. All amounts collected
from any enforcement of remedies hereunder, including any proceeds from the sale of Collateral, shall be applied to the amounts
owing to each Lender under this Agreement in proportion to the amount of outstanding Loans owed to such Lender.


 




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Section VIII


 


GRANT
OF SECURITY INTEREST


 


8.1         Security
Interests. The Borrower, as security for the due and punctual payment of the Obligations (including interest accruing on and
after the filing of any petition in bankruptcy or of reorganization of the Borrower whether or not post filing interest is allowed
in such proceeding), hereby grants, mortgages, pledges, assigns, transfers, sets over, conveys and delivers to the Administrative
Agent (for the benefit of the Lenders), a security interest in the Collateral.


 


8.2         Use
of Collateral. So long as no Event of Default shall have occurred and be continuing, and subject to the various provisions
of this Agreement and the other Loan Documents, the Borrower may use its Collateral in any lawful manner.


 




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8.3         Possession;
Sale of Collateral; etc. In addition to any other rights and remedies granted to the Administrative Agent and the Lenders
in the Loan Documents, if any Event of Default shall have occurred and be continuing, the Administrative Agent (on behalf of
the Lenders and with the consent of both Lenders) may exercise all rights and remedies of a secured party under the Uniform
Commercial Code or any other applicable law. Without limiting the generality of the foregoing, the Administrative Agent
without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice
required by law referred to below) to or upon the Borrower or any other Person (all and each of which demands, defenses,
advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize
upon the Collateral, or any part thereof, or consent to the use by the Borrower of any cash collateral arising in respect of
the Collateral on such terms as the Administrative deems reasonable, and/or may forthwith sell, lease, assign give an option
or options to purchase or otherwise dispose of and deliver, or acquire by credit bid on behalf of the Lenders, the Collateral
or any part thereof (or contract to do any of the foregoing), in one or more parcels at public or private sale or sales, at
any exchange, broker’s board or office of the Administrative Agent or any Lender or elsewhere, upon such terms and
conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery, all
without assumption of any credit risk, without demand of performance but with ten (10) days’ prior written notice of
the time and place of any such public sale or sales (which notice the Borrower hereby agrees is commercially reasonable) and
with such other notices as may be required by applicable law and cannot be waived. The Administrative Agent, on behalf of the
Lenders, or the Lenders, acting jointly, shall have the right upon any such public sale or sales, and, to the extent
permitted by law, upon any such private sale or sales, to purchase the whole or any part of the Collateral so sold, free of
any right or equity of redemption in the Borrower, which right or equity is hereby waived and released. The Borrower further
agrees, at the Administrative Agent’s request to assemble the Collateral and make it available to the Administrative
Agent at places which the Administrative Agent shall reasonably select, whether at the Borrower’s premises or elsewhere
and the Administrative Agent may enter upon the premises of the Borrower or wherever the Collateral may be, and take
possession of the Collateral, and may demand and receive such possession from any Person who has possession thereof, and the
Administrative Agent may take such measures as it deems necessary or proper for the care or protection thereof, including the
right to remove all or any portion of the Collateral. The Administrative Agent shall apply the net proceeds of any
action taken by it pursuant to this Section VIII, after deducting all costs and expenses of every kind incurred in connection
therewith or incidental to the care or safekeeping of any of the Collateral or in any other way relating to the Collateral or
the rights of the Administrative Agent and the Lenders hereunder, including attorneys’ fees and disbursements, to the
payment in whole or in part of the obligations of the Borrower under the Loan Documents, in such order as the Administrative
Agent may elect, and only after such application and after the payment by the Administrative Agent of any other amount
required by any provision of law, including Section 9-615(a)(3) of the Uniform Commercial Code, need the Administrative Agent
account for the surplus, if any, to the Borrower. None of the Administrative Agent or the Lenders shall have any liability
should the proceeds resulting from a private sale of any Collateral be less than the proceeds realizable from a public sale
of such Collateral, and the Administrative Agent (on behalf of the Lenders) or any other Person may be the purchaser of all
or any portion of the Collateral so sold and thereafter hold the same absolutely, free (to the fullest extent permitted by
applicable law) from any claim or right of whatever kind, including any equity of redemption, of the Borrower, any such
demand, notice, claim, right or equity being hereby expressly waived and released. The Administrative Agent (on behalf of the
Lenders) shall in any such sale make no representations or warranties with respect to the Collateral or any part thereof, and
none of the Administrative Agent or any Lender shall be chargeable with any of the obligations or liabilities of the
Borrower. The Borrower hereby agrees that (i) it will indemnify and hold the Administrative Agent and the Lenders harmless
from and against any and all claims with respect to any Collateral asserted before the taking of actual possession or control
of such Collateral by the Administrative Agent pursuant to this Section VIII, or arising out of any act of, or omission to
act on the part of, any Person (other than the Administrative Agent or the Lenders) prior to such taking of actual possession
or control by the Administrative Agent (whether asserted before or after such taking of possession or control), or arising
out of any act on the part of the Borrower or its Affiliates or agents before or after the commencement of such
actual possession or control by the Administrative Agent but excluding therefrom all claims with respect to the Collateral
resulting from (x) the gross negligence or willful misconduct of the Administrative Agent or any Lender, as finally
determined by a court of competent jurisdiction in a non-appealable decision or in an appealable decision that the party
seeking indemnification does not appeal within the time required, or (y) any claims with respect to the Collateral asserted
against an indemnified party by the Borrower in which the Borrower is the prevailing party (i.e., the party in whose favor a
monetary award is issued); and (ii) none of the Administrative Agent or any Lender shall have any liability or obligation to
the Borrower arising out of any such claim except for acts of willful misconduct or gross negligence of such Person, as
finally determined by a court of competent jurisdiction in a non-appealable decision or in an appealable decision that the
party seeking indemnification does not appeal within the time required. To the extent permitted by applicable law, the
Borrower waives all claims, damages and demands it may acquire against the Administrative Agent or any Lender arising out of
the exercise by them of any rights hereunder. If any notice of a proposed sale or other disposition of Collateral shall be
required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other
disposition. In any action hereunder, the Administrative Agent shall be entitled, if permitted by applicable law, to the
appointment of a receiver without notice, to take possession of all or any portion of the Collateral and to exercise such
powers as a court shall confer upon the receiver. Notwithstanding the foregoing, upon the occurrence and during the
continuance of an Event of Default, the Administrative Agent and the Lenders shall be entitled to apply, without prior notice
to the Borrower, any cash or cash items constituting Collateral in the possession of the Administrative Agent and the Lenders
in any manner at their sole discretion.


 






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8.4         Financing
Statements, Direct Payments. The Borrower hereby authorizes the Administrative Agent to file financing statements under the
Uniform Commercial Code and any amendments thereto and continuations thereof and any other reasonably appropriate security documents
or instruments and to give any notices necessary or desirable as determined by the Administrative Agent to perfect the security
interest of the Administrative Agent (for the benefit of the Lenders) in the Collateral, in all cases without the signature of
the Borrower or to execute such items as attorney-in-fact for the Borrower; provided, that the Administrative Agent shall
provide copies of any such documents or instruments to the Borrower. The Borrower hereby specifically authorizes the Administrative
Agent to describe and indicate the collateral covered by any such financing statement as “all assets” and/or “all
personal property” of the Borrower now owned or hereafter acquired. The Borrower further authorizes the Administrative Agent
to notify, at the time that any Event of Default shall have occurred and be continuing and is not waived, any account debtors
that all sums payable to the Borrower relating to the Collateral shall be paid directly to the Administrative Agent or as otherwise
directed by the Administrative Agent, and to confirm directly with account debtors the amounts payable by them to the Borrower
with regard to the Collateral and the terms of all accounts receivable.


 


8.5         Remedies
Not Exclusive. The remedies conferred upon or reserved to the Administrative Agent in this Section VIII are intended to be
in addition to, and not in limitation of, any other remedy or remedies available to the Administrative Agent. Without limiting
the generality of the foregoing, the Administrative Agent and the Lenders shall have all rights and remedies of a secured creditor
under Article 9 of the Uniform Commercial Code and under any other applicable law.


 


Section IX


 


PLEDGE


 


9.1         Pledge.


 


(a)       Each
Pledgor, as security for the due and punctual payment in full of the Obligations (including interest accruing on and after the
filing of any petition in bankruptcy or of reorganization of the Borrower whether or not post filing interest is allowed in such
proceeding), hereby grants, pledges, hypothecates, assigns, transfers, sets over, conveys and delivers unto the Administrative
Agent (for the benefit of the Lenders) a first priority security interest in all Pledged Collateral (including without limitation
the Borrower’s Equity Interests in [**]) now owned or hereafter acquired by them, senior in right and priority
to the claims of any other Persons. The foregoing will constitute the approval of each Pledgor to a transfer of units of the Borrower
forming part of the Pledged Collateral pursuant to Section 11.1 of the Golden Queen Mining Company, LLC Amended and Restated Limited
Liability Company Agreement.


 




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(b)       On
or prior to the Closing Date, the Pledgors shall deliver to the Administrative Agent the definitive instruments (if any) representing
all Pledged Securities, accompanied by undated stock or transfer powers (or any comparable documents for non-corporate entities
to the extent certificated), duly endorsed or executed in blank by the appropriate Pledgor, and such other instruments or documents
as the Administrative Agent or its counsel shall reasonably request. Schedule 9.1 sets forth all of the Pledged Securities
as of the Closing Date.


 


9.2         Covenant.
Each Pledgor covenants that as the owner of Equity Interests in each of its respective Subsidiaries it will not take any action
to allow any additional Equity Interests of such Subsidiaries or any securities convertible or exchangeable into Equity Interest
of such Subsidiaries to be issued, or grant any options or warrants, unless all such interests (or in the case of such Subsidiaries
that are Controlled Foreign Corporations or Foreign Subsidiary Holding Companies, 65% of such voting Equity Interests and 100%
of such non-voting Equity Interests) are pledged to the Administrative Agent (for the benefit of the Lenders) as security for
the Obligations.


 


9.3         Registration
in Nominee Name; Denominations. Until an Event of Default shall have occurred and be continuing, the Administrative Agent
shall have the right to hold the certificates (if any) representing any Pledged Securities in the name of the appropriate Pledgor,
endorsed or assigned in blank or in favor of the Administrative Agent. The Administrative Agent shall have the right to exchange
the certificates representing any of the Pledged Securities for certificates of smaller or larger denominations for any purpose
consistent with this Agreement.


 


9.4         Voting
Rights; Dividends; etc.


 


(a)       The
appropriate Pledgor shall be entitled to exercise any and all voting and/or consensual rights and powers accruing to an owner of
the Pledged Securities being pledged by it hereunder or any part thereof for any purpose not inconsistent with the terms hereof,
at all times, except that upon the occurrence and during the continuance of an Event of Default and notice to the applicable Pledgor
from the Administrative Agent of the transfer of such rights to the Administrative Agent, all rights of such Pledgor with respect
to such Pledged Securities to exercise the voting and/or consensual rights and powers which it is permitted to exercise pursuant
to this Section 9.4 shall cease.


 


(b)       All
dividends or distributions of any kind whatsoever (other than cash dividends or cash distributions paid while no Event of Default
is continuing and distributions made pursuant to Section 6.5(a)) received by a Pledgor on account of any Pledged Securities,
whether resulting from a subdivision, combination, or reclassification of the outstanding capital stock or other Equity Interests
of the issuer or received in exchange for the Pledged Securities or any part thereof or as a result of any merger, consolidation,
acquisition, or other exchange of assets to which the issuer may be a party, or otherwise, shall be and become part of the Pledged
Securities pledged hereunder and shall immediately be delivered to the Administrative Agent, to be held subject to the terms hereof.
All dividends and distributions which are received by a Pledgor contrary to the provisions of this clause (b) shall be received
in trust for the benefit of the Lenders, segregated from such Pledgor’s own assets, and shall be delivered to the Administrative
Agent.


 




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(c)       So
long as no Event of Default shall have occurred and be continuing, any cash dividends or cash distributions received by the Borrower
in accordance with the terms hereof may be used for any purpose not prohibited hereunder.


 


9.5         Remedies
Upon Default. If an Event of Default shall have occurred and be continuing, the Administrative Agent (on behalf of the
Lenders and with the consent of both Lenders) may sell the Pledged Securities or any part thereof at a public or private sale
or at any broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the
Administrative Agent shall deem appropriate subject to the terms hereof or as otherwise provided in the UCC. The
Administrative Agent shall be authorized at any such sale (if the Administrative Agent deems it advisable to do so) to
restrict to the fullest extent permitted by applicable law the prospective bidders or purchasers to Persons who will
represent and agree that they are purchasing the Pledged Securities for their own account for investment and not with a view
to the distribution or sale thereof, and upon consummation of any such sale, the Administrative Agent shall have the right to
assign, transfer, and deliver to the purchaser or purchasers thereof the Pledged Securities so sold. Each such purchaser at
any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Pledgor. The
Administrative Agent shall give the Pledgors ten (10) days’ prior written notice of any such public or private sale, or
sale at any broker’s board or on any such securities exchange, or of any other disposition of the Pledged Securities.
Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of sale at a
broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the
day on which the Pledged Securities, or portion thereof, will first be offered for sale at such board or exchange. Any such
public sale shall be held at such time or times within ordinary business hours and at such place or places as the
Administrative Agent may fix and shall state in the notice of such sale. At any such sale, the Pledged Securities, or portion
thereof, to be sold may be sold in one lot as an entirety or in separate parcels, as the Administrative Agent may (in its
sole and absolute discretion) determine. The Administrative Agent shall not be obligated to make any sale of the Pledged
Securities if it shall determine not to do so, regardless of the fact that notice of sale of the Pledged Securities may have
been given. The Administrative Agent may, without notice or publication, adjourn any public or private sale or cause the same
to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further
notice, be made at the time and place to which the same was so adjourned. In case the sale of all or any part of the Pledged
Securities is made on credit or for future delivery, the Pledged Securities so sold may be retained by the Administrative
Agent until the sale price is paid by the purchaser or purchasers thereof, but the Administrative Agent shall not incur any
liability in case any such purchaser or purchasers shall fail to take up and pay for the Pledged Securities so sold and, in
case of any such failure, such Pledged Securities may be sold again upon like notice. At any sale or sales made pursuant to
this Section 9.5, the Administrative Agent (on behalf of the Secured Parties) may bid for or purchase, free from any claim or
right of whatever kind, including any equity of redemption, of the Pledgors, any such demand, notice, claim, right or equity
being hereby expressly waived and released to the maximum extent permitted by applicable law, any or all of the Pledged
Securities offered for sale, and may make any payment on the account thereof by using any claim for moneys then due and
payable to the Administrative Agent or any other consenting Lender by the Borrower as a credit against the purchase price;
and the Administrative Agent, upon compliance with the terms of sale, may hold, retain and dispose of the Pledged Securities
without further accountability therefor to any Pledgor or any third party (other than the other Lenders). The Administrative
Agent shall in any such sale make no representations or warranties with respect to the Pledged Securities or any part
thereof, and shall not be chargeable with any of the obligations or liabilities of the Pledgors with respect thereto.
Each Pledgor hereby agrees that (i) it will indemnify and hold the Administrative Agent and the Lenders harmless from and
against any and all claims with respect to the Pledged Securities asserted before the taking of actual possession or control
of the Pledged Securities by the Administrative Agent pursuant to this Agreement, or arising out of any act of, or omission
to act on the part of, any Person prior to such taking of actual possession or control by the Administrative Agent (whether
asserted before or after such taking of possession or control), or arising out of any act on the part of any Pledgor, its
agents or Affiliates before or after the commencement of such actual possession or control by the Administrative Agent, but
excluding therefrom all claims with respect to the Pledged Securities resulting from (x) the gross negligence or willful
misconduct of the Administrative Agent or any Lender, as finally determined by a court of competent jurisdiction in a
non-appealable decision or in an appealable decision that the party seeking indemnification does not appeal within the time
required, or (y) any claims with respect to the Pledged Securities asserted against an indemnified party by a Pledgor in
which such Pledgor is the prevailing party (i.e., the party in whose favor a monetary award is issued), and (ii) none of
the Administrative Agent or any Lender shall have any liability or obligation to any Pledgor arising out of any such claim
except for acts of willful misconduct or gross negligence of such Person, as finally determined by a court of competent
jurisdiction in a non-appealable decision or in an appealable decision that the party seeking indemnification does not appeal
within the time required. As an alternative to exercising the power of sale herein conferred upon it, the Administrative
Agent may proceed by a suit or suits at law or in equity to foreclose upon the Collateral and Pledged Securities under this
Agreement and to sell the Pledged Securities, or any portion thereof, pursuant to a judgment or decree of a court or courts
having competent jurisdiction.


 






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9.6         Waiver
of Guarantor Defenses. The intent of the Pledgors is that the provisions of this Section IX not be construed as a guaranty
or surety and that they not have available to them any defenses available to a guarantor or surety under applicable law. To the
extent that, notwithstanding such intent, this pledge herein is construed or is asserted to be a guaranty or surety, the Pledgors
agree as follows:


 


(a)       Each
Pledgor waives presentment to, demand for payment from and protest to, as the case may be, Borrower or any other guarantor of any
of the Obligations, and also waives notice of protest for nonpayment, notice of acceleration and notice of intent to accelerate.
The obligations of each Pledgor hereunder shall not be affected by (i) the failure of the Administrative Agent or the Lenders to
assert any claim or demand or to enforce any right or remedy against Borrower or any Pledgor or any other guarantor under the provisions
of this Agreement or any other agreement or otherwise, (ii) any extension or renewal of any provision hereof or thereof, (iii)
the failure of the Administrative Agent or the Lenders to obtain the consent of such Pledgor with respect to any rescission, waiver,
compromise, acceleration, amendment or modification of any of the terms or provisions of this Agreement, or any other agreement,
(iv) the release, exchange, waiver or foreclosure of any security held by the Administrative Agent (on behalf of the Lenders) for
the Obligations or any of them, (v) the failure of the Administrative Agent or the Lenders to exercise any right or remedy against
any other Pledgor or any other guarantor of the Obligations, (vi) any bankruptcy, reorganization, liquidation, dissolution or receivership
proceeding or case by or against the Borrower or any other Pledgor, or any change in the corporate existence, structure, ownership
or control of the Borrower or any other Pledgor (including any of the foregoing arising from any merger, consolidation, amalgamation,
reorganization or similar transaction), or (vii) the release or substitution of any Pledgor or any other guarantor of the Obligations.
Without limiting the generality of the foregoing or any other provision hereof (including, without limitation, Section 13.6 and
Section 13.12), to the extent permitted by Applicable Law, each Pledgor hereby expressly waives any and all benefits which might
otherwise be available to it under California Civil Code Sections 2799, 2809, 2810, 2815, 2819, 2820, 2821, 2822, 2838, 2839, 2845,
2848, 2849, 2850, 2899 and 3433 or similar applicable law.


 




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(b)       Each
Pledgor further agrees that the pledge herein is a continuing pledge, shall secure the Obligations and any ultimate balance thereof,
notwithstanding that Borrower or any other Persons may from time to time satisfy the Obligations in whole or in part and thereafter
incur further Obligations, and waives any right to require that any resort be had by the Administrative Agent or any Lender to
any security held for payment of the Obligations or to any balance of any deposit, account or credit on the books of the Administrative
Agent or any Lender in favor of Borrower or any Pledgor, or to any other Person.


 


(c)       Each
Pledgor’s obligations under the this Section IX shall not be affected by the genuineness, validity, regularity or enforceability
of the Obligations or any other instrument evidencing any Obligations, or by the existence, validity, enforceability, perfection,
or extent of any collateral therefor or by any other circumstance relating to the Obligations which might otherwise constitute
a defense to the pledge in this Section IX. The Administrative Agent and the Lenders make no representation or warranty with respect
to any such circumstances and have no duty or responsibility whatsoever to any Pledgor with respect to the management and maintenance
of the Obligations or any collateral security for the Obligations.


 


(d)       The
obligations of each Pledgor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason
(except payment and performance in full of the Obligations), including, without limitation, any claim of waiver, release, surrender,
alteration or compromise, and shall not be subject to any defense or set-off, counterclaim, recoupment or termination whatsoever
by reason of the invalidity, illegality or unenforceability of the Obligations or otherwise. Without limiting the generality of
the foregoing, the obligations of each Pledgor hereunder shall not be discharged or impaired or otherwise affected by the failure
of the Administrative Agent or any Lender to assert any claim or demand or to enforce any remedy under this Agreement or any other
agreement, by any waiver or modification of any provision hereof or thereof, by any default, failure or delay, willful or otherwise,
in the performance of the Obligations, or by any other act or thing or omission or delay to do any other act or thing which may
or might in any manner or to any extent vary the risk of such Pledgor or would otherwise operate as a discharge of such Pledgor
as a matter of law, unless and until the Obligations are indefeasibly paid and performed in full and the commitments to lend herein
have terminated.


 




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Section X


 


GENERAL


 


10.1       Notices.


 


(a)       Notices
Generally. Subject to Section 10.1(c), all notices, requests and demands to or upon the respective parties hereto to
be effective shall be in writing (including by facsimile or .pdf), and, unless otherwise expressly provided herein, shall be deemed
to have been duly given or made (a) when delivered by hand, (b) when transmitted via facsimile to the number set out herein, (c)
when delivered by electronic mail, when delivered, or (d) the second Business Day following the day on which the same has been
delivered prepaid to a reputable national express air courier service, addressed as follows in the case of the Borrower and the
Lenders, or to such other address as may be hereafter notified by the respective parties hereto:


 


	If to the Borrower:	Golden Queen Mining Company, LLC
	 	P.O. Box 1030
	 	Mojave, CA  93502
	 	Attention:	Robert C. Walish, President & CEO
	 	Email:	rwalish@goldenqueen.com
	 	 
	with a copy to:	Dorsey & Whitney LLP
	 	1400 Wewatta Street, Suite 400
	 	Denver, CO 80202-5549
	 	Attention:	Kenneth G. Sam
	 	Email:	Sam.kenneth@dorsey.com
	 	Facsimile:	(303) 629-3450
	 	 
	If to Auvergne:	c/o East Hill Management Company
	 	70 Main Street
	 	Suite 300
	 	Petersborough, NH  03458
	 	Email:	thomas.clay@easthillmgt.com
	 	Facsimile:	(603) 371-9034
	 	 
	with a copy to:	Sullivan & Worcester LLP
	 	One Post Office Square
	 	Boston, MA 02109
	 	Attention:	William A. Levine, Esq.
	 	Facsimile:	(617) 338-2880
	 	E-mail:	wlevine@sandw.com
	 	 	 







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	If to LUK Holdco or Gauss Pledgor:	
        

        c/o Jeffries Financial Group

	 	520 Madison Avenue
	 	New York, NY 10022
	 	Attention:	H. Jimmy Hallac
	 	Facsimile:	212-598-4869
	 	Email:	jhallac@leucadia.com
	 	 	 
	
        With a copy to:
	
        Mike Sharp
	
        msharp@jefferies.com

	 	 	 
	If to GQM Holdings Pledgor:	Golden Queen Mining Co. Ltd.	 
	 	2300-1066 West Hastings Street	 
	 	Vancouver, British

        Columbia, Canada

        V6E3X2
	 
	 	Attention:	Guy Lebel (Chief Financial Officer)
	 	Email:	glebel@goldenqueen.com
	 	 	 
	With a copies to:	Dorsey & Whitney LLP	 
	 	1400 Wewatta Street, Suite 400	 
	 	Denver, CO 80202-5549	 
	 	Attention:	Kenneth G. Sam
	 	Email:	Sam.kenneth@dorsey.com
	 	Facsimile:	(303) 629-3450
	 	 	 
	and	Morton Law LLP	 
	 	1200 – 750 West Pender Street	 
	 	Vancouver, British

        Columbia, Canada,

        V6C 2T8
	 
	 	Attention:	Edward L. Mayerhofer, Esq.
	 	Email:	elm@mortanlaw.com
	 	Facsimile:	(604) 681-9652


 


(b)       Reliance
by the Lenders. The Lenders shall be entitled to rely and act upon any notices purportedly given by or on behalf of the Borrower
even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other
form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof.
The Borrower shall indemnify each Lender from all losses, costs, expenses and liabilities resulting from the reliance by a Lender
on each notice purportedly given by or on behalf of the Borrower, provided that such indemnity shall not be available to
the extent that such losses, costs, expenses and liabilities have been determined in a final non-appealable judgment of a court
of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Lender.


 




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(c)       Telephone,
Facsimile and E-mail Notices. Each Lender is authorized to rely on and to act on any telephone, any facsimile-transmitted,
or any e-mail transmitted instructions concerning the transactions contemplated by the Agreement which a Lender believes without
any need to inquire or investigate as to, or verify, the genuineness or authenticity of the instructions, to be from the Borrower,
and no Lender shall be liable to the Borrower or any third party for so acting or refraining from acting, except in the case of
gross negligence or willful misconduct of such Lender. No Lender shall further be under any duty to make any inquiry or investigation
with respect to, or verification of, the telephone, facsimile-transmitted or e-mail transmitted instructions, except to confirm
that its records show that the person purporting to be issuing the instructions on behalf of the Borrower has authority to do so.
No Lender shall be under any duty or obligation to accept any telephone, facsimile, or e-mail instructions from the Borrower, and
each Lender may refuse to accept any such instructions in its sole and absolute discretion. The Borrower shall at all times indemnify,
defend and hold each Lender, and its officers, directors, employees, attorneys, agents, and Affiliates, harmless from all actions
or claims arising in connection with any action or failure to act with respect to telephone, facsimile-transmitted, or e-mail transmitted
instructions, except in the case of gross negligence or willful misconduct of such Persons.


 


10.2       Successors
and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights
or obligations hereunder or the other Loan Documents without the prior written consent of the Lenders. Each Lender may at any
time assign all or a portion of its rights and obligations under this Agreement only to an U.S. Affiliate of such Lender. Nothing
in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


10.3       Expenses.
Whether or not the transactions contemplated herein shall be consummated, the Borrower shall reimburse the Lenders for all reasonable
out-of-pocket fees, disbursements, expenses (including all reasonable attorneys’ fees) incurred or expended in connection
with the preparation, negotiation, filing or recording and interpretation of this Agreement and the other Loan Documents, or any
amendment, modification, approval, consent or waiver hereof or thereof, or in connection with the enforcement of any Obligations
or the satisfaction of any Indebtedness of the Borrower hereunder or thereunder, or in connection with any litigation, proceeding
or dispute in any way related to the credit hereunder; provided that all of the foregoing incurred in connection with this
Agreement and the transactions contemplated by Section III hereof shall not exceed $50,000 without mutual consent.


 




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10.4       Indemnification.
The Borrower agrees to indemnify and hold harmless each Lender, as well as its shareholders, directors, offices, agents, attorneys,
subsidiaries and Affiliates, from and against all damages, losses, settlement payments, obligations, liabilities, claims, suits,
penalties, assessments, citations, directives, demands, judgments, actions or causes of action, whether statutorily created or
under the common law, all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees and disbursements
of attorneys, engineers and consultants) and all other liabilities whatsoever (including, without limitation, liabilities under
Environmental Laws) which shall at any time or times be incurred, suffered, sustained or required to be paid by any such indemnified
Person (except any of the foregoing which result from the gross negligence or willful misconduct of the indemnified Person) on
account of or in relation to or any way in connection with any of the arrangements or transactions contemplated by, associated
with or ancillary to this Agreement, the other Loan Documents or any other documents executed or delivered in connection herewith
or therewith, all as the same may be amended from time to time, whether or not all or part of the transactions contemplated by,
associated with or ancillary to this Agreement, any of the Loan Documents or any such other documents are ultimately consummated.
In any investigation, proceeding or litigation, or the preparation therefor, each Lender shall select its own counsel and, in
addition to the foregoing indemnity, the Borrower agrees to pay promptly the reasonable fees and expenses of such counsel. In
the event of the commencement of any such proceeding or litigation, the Borrower shall be entitled to participate in such proceeding
or litigation with counsel of its choice at its own expense, provided that such counsel shall be reasonably satisfactory
to each Lender. The Borrower authorizes each Lender to charge any deposit account or Note Record which it may maintain with any
of them for any of the foregoing. The covenants of this Section 10.4 shall survive payment or satisfaction of payment of all amounts
owing with respect to the Notes, any other Loan Document or any other Obligation.


 


10.5       Survival
of Covenants, Etc. All covenants, agreements, representations and warranties made herein, in the other Loan Documents or in
any documents or other papers delivered by or on behalf of the Borrower pursuant hereto shall be deemed to have been relied upon
by the Lenders, notwithstanding any investigation heretofore or hereafter made by it, and shall survive the making by the Lenders
of the Loans as herein contemplated, and shall continue in full force and effect so long as any Obligation remains outstanding
and unpaid or a Lender has any obligations hereunder. All statements contained in any certificate or other writing delivered by
or on behalf of the Borrower pursuant hereto or in connection with the transactions contemplated hereby shall constitute representations
and warranties by the Borrower hereunder.


 


10.6       No
Waivers. No failure or delay by a Lender in exercising any right, power or privilege hereunder, under the Notes or under any
other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or privilege. No waiver shall extend to or affect any Obligation
not expressly waived or impair any right consequent thereon. No course of dealing or omission on the part of a Lender in exercising
any right shall operate as a waiver thereof or otherwise be prejudicial thereto. No notice to or demand upon the Borrower shall
entitle the Borrower to other or further notice or demand in similar or other circumstances, except as otherwise specifically
provided in the Loan Documents. The rights and remedies herein and in the Notes and the other Loan Documents are cumulative and
not exclusive of any rights or remedies otherwise provided by agreement or law.


 




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10.7       Amendments,
Waivers, etc.


 


(a)       Neither
this Agreement nor the Notes nor any other Loan Document nor any provision hereof or thereof may be amended, waived, discharged
or terminated except by a written instrument signed by each Lender, and, in the case of amendments, by the Borrower.


 


(b)       Any
action to be taken (including the giving of notice) by the Lenders may be taken, and any consent or approval required or permitted
by this Agreement or any other Loan Document to be given by the Lenders may be given, and any term of this Agreement, any other
Loan Document or any other instrument, document or agreement related to this Agreement or the other Loan Documents or mentioned
therein may be amended, and the performance or observance by the Borrower or any other Person of any of the terms thereof and any
Default or Event of Default (as defined in any of the above-referenced documents or instruments) may be waived (either generally
or in a particular instance and either retroactively or prospectively), in each case only with the written consent of both Lenders.


 


10.8       Lost
Note, Etc. Upon receipt of an affidavit of a Lender as to the loss, theft, destruction or mutilation of a Note and, in the
case of any such loss, theft, destruction or mutilation, upon cancellation of a Note, if available, the Borrower will issue, in
lieu thereof, a replacement Note in the same principal amount thereof and otherwise of like tenor.


 


10.9       Captions;
Counterparts. The captions in this Agreement are for convenience of reference only and shall not define or limit the provisions
hereof. This Agreement and any amendment hereof may be executed in several counterparts and by each party on a separate counterpart,
each of which when so executed and delivered shall be an original, but all of which together shall constitute one instrument.
In proving this Agreement it shall not be necessary to produce or account for more than one such counterpart signed by the party
against whom enforcement is sought. This Agreement shall become effective when it shall have been executed by the Lenders and
when the Lenders shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties
hereto.


 


10.10     Entire
Agreement, Etc. The Loan Documents and any other documents executed in connection herewith or therewith express the entire
understanding of the parties with respect to the transactions contemplated hereby and supersede all prior agreements with respect
to the subject matter hereof.


 


10.11     Waiver
of Jury Trial. THE BORROWER AND EACH LENDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THEIR RIGHT TO A JURY TRIAL
WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, THE NOTES OR ANY OF THE OTHER
LOAN DOCUMENTS, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THEREUNDER, THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS OR ANY COURSE
OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY INCLUDING, WITHOUT LIMITATION,
ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF A LENDER RELATING TO THE ADMINISTRATION OR ENFORCEMENT OF
THE LOANS AND THE LOAN DOCUMENTS, AND AGREE THAT THEY WILL NOT SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH
A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.


 




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EXCEPT AS PROHIBITED BY
LAW, THE BORROWER AND EACH LENDER HEREBY WAIVE ANY RIGHT THEY MAY HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED TO IN THE
PRECEDING SENTENCE ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL
DAMAGES.


 


THE BORROWER (a) CERTIFIES
THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF A LENDER HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT ANY LENDER WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (b) ACKNOWLEDGES THAT EACH LENDER HAS BEEN INDUCED TO ENTER INTO
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS TO WHICH EACH IS A PARTY BECAUSE OF, AMONG OTHER THINGS, THE BORROWER’S WAIVERS
AND CERTIFICATIONS CONTAINED HEREIN.


 


10.12       Governing
Law. This Agreement and each of the other Loan Documents are contracts under the laws of the State of New York and shall for
all purposes be construed in accordance with and governed by the laws of said State without reference to its conflict or choice
of laws principles (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law, which shall apply to this Agreement).


 


10.13       Jurisdiction;
Consent to Service of Process. (a) The Borrower hereby irrevocably and unconditionally submits, for itself and its property,
to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States
District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising
out of or relating to any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined
in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that
a final, non-appealed judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect
any right that the Borrower or the Lenders may otherwise have to bring any action or proceeding relating to this Agreement or
any other Loan Document against any other party hereto or their properties in the courts of any jurisdiction.


 


(b)       The
Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection
which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this
Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 10.13. Each of
the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.


 


(c)       Each
party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 10.1. Nothing
in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other
manner permitted by law.


 




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10.14     Severability.
The provisions of this Agreement are severable and if any one clause or provision hereof shall be held invalid or unenforceable
in whole or in part in any jurisdiction, then such invalidity or unenforceability shall affect only such clause or provision,
or part thereof, in such jurisdiction, and shall not in any manner affect such clause or provision in any other jurisdiction,
or any other clause or provision of this Agreement in any jurisdiction.


 


10.15     Administrative
Agent.


 


(a)       Each
Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and
the other Loan Documents, and, subject to the express limitations contained herein, each such Lender irrevocably authorizes the
Administrative Agent, in such capacity, to take or refrain from taking such action on its behalf under the provisions of this Agreement
and the other Loan Documents and to exercise or refrain from exercising such powers and perform such duties as are expressly delegated
to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are
reasonably incidental thereto, including, without limitation. Notwithstanding any provision to the contrary elsewhere in this Agreement,
the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be
read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent.


 


(b)       The
Administrative Agent shall not exercise any discretion or take any action unless it has received written instructions from both
Lenders. The Administrative Agent shall be fully protected in acting pursuant to any such instruction and from refraining to act
in the absence of any such instruction. The Administrative Agent shall not be required to take any action that (i) the Administrative
Agent in good faith believes exposes it to liability unless the Administrative Agent receives an indemnification satisfactory to
it from the Lenders with respect to such action or (ii) is contrary to this Agreement or any other Loan Document or applicable
law, including any action that may be in violation of the automatic stay under any requirement of law relating to bankruptcy, insolvency
or reorganization or relief of debtors or that may effect a forfeiture, modification or termination of property of a Defaulting
Lender in violation of any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors; provided,
further, that the Administrative Agent may seek clarification or direction from the Lenders prior to the exercise of any such instructed
action and may refrain from acting until such clarification or direction has been provided. Except as expressly set forth in the
Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose,
any information relating to the Borrower, any Subsidiary or any Affiliate of any of the foregoing that is communicated to or obtained
by the Person serving as Administrative Agent or any of its Affiliates in any capacity. Nothing in this Agreement shall require
the Administrative Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of
its duties hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment
of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.


 




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(c)       In
performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on
behalf of the Lenders, and its duties are entirely mechanical and administrative in nature.


 


(d)       The
Lenders agree to indemnify the Agent and any of its Affiliates and their respective officers, directors, employees, agents, attorneys
and advisers (each, an “Agent Indemnitee”) (to the extent not reimbursed by the Borrower and without limiting the obligation
of the Borrower to do so), ratably according to their respective outstanding principal balances of Loans in effect on the date
on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Loans shall
have been paid in full, ratably in accordance with such principal balances immediately prior to such date of repayment), from and
against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, arbitrations, costs, expenses
or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on,
incurred by or asserted against such Agent Indemnitee in any way relating to or arising out of, the Loans, this Agreement, any
of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated
hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing; provided
that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, arbitrations, costs, expenses or disbursements that are found by a final and nonappealable decision of a court
of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. The agreements
in this Section shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.


 


(e)       The
Administrative Agent and its affiliates may make loans to, make equity investments in, hold warrants from, and generally engage
in any kind of business with the Borrower or any Pledgor as though such Agent were not an Agent. With respect to its Loans made
or renewed by it, the Administrative Agent shall have the same rights and powers under this Agreement and the other Loan Documents
as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders”
shall include the Administrative Agent in its individual capacity.


 


(f)       The
Administrative Agent may resign at any time by giving fifteen (15) days’ prior written notice thereof to the Lenders and
the Borrower, but (except as provided below), such resignation shall not become effective until acceptance by a successor agent
of its appointment pursuant hereto. Upon any such resignation, the retiring Administrative Agent shall consult with the Borrower
and promptly appoint a successor agent from among the Lenders; provided, that such replacement is reasonably acceptable
(as evidenced in writing) to the Lenders and the Borrower; provided, however, that such approval by the Borrower shall not
be required at any time when an Event of Default is continuing. If no successor agent shall have been so appointed by the retiring
Administrative Agent and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent’s
giving of notice of resignation, the Lenders may appoint a successor agent (which successor may be replaced by the Lenders). Whether
or not a successor agent has been appointed, such resignation shall become effective in accordance with such notice on the date
that is forty-five (45) days after the date of such notice. Upon the acceptance of any appointment as Administrative Agent hereunder
by a successor agent, such successor agent shall thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and
obligations under this Agreement, the other Loan Documents and any other credit documentation. Upon the acceptance of any appointment
as Administrative Agent hereunder by a successor agent or the effectiveness of any resignation notice without the appointment of
a successor agent, the retiring Administrative Agent shall automatically be discharged from its duties and obligations under this
Agreement, the other Loan Documents or any related agreement or document. After any retiring Administrative Agent’s resignation
hereunder as Administrative Agent, the provisions of this Section X shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was the Administrative Agent under this Agreement.


 




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10.16     Press
Releases, etc. Each Loan Party and each Pledgor will not, and will not permit any of its respective Affiliates, to publish
any press release or other similar public disclosure or announcements (including any marketing materials) regarding this Agreement
or the other Loan Documents without first providing a draft of any such press release or disclosure to the Administrative Agent
for review and comment prior to publication thereof.


 


[Remainder of Page Intentionally Left Blank]


 




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IN WITNESS WHEREOF, the
undersigned have duly executed this Revolving Credit Agreement under seal as of the date first above written.


 


	 	BORROWER:
	 	 	 
	 	GOLDEN QUEEN MINING COMPANY, LLC
	 	 	 
	 	By:	/s/ Robert Walish
	 	 	Name:  Robert Walish
	 	 	Title:  President & CEO


 


[Signature page to Revolving Credit Agreement]


 




     


    
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	 	GAUSS HOLDINGS LLC, as Administrative Agent and Lender
	 	 	 
	 	By:	/s/ H. Jimmy Hallac
	 	 	Name: H. Jimmy Hallac
	 	 	Title: Vice President
	 	 	 
	 	AUVERGNE, LLC, as Lender
	 	 	 
	 	By:	/s/ Thomas M. Clay
	 	 	Name: Thomas M. Clay
	 	 	Title: Manager


 


[Signature page to Revolving Credit Agreement]


 




     


    
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	 	PLEDGORS:
	 	 	 
	 	GOLDEN QUEEN MINING HOLDINGS, INC.
	 	 	 
	 	By:	/s/ Guy Lebel
	 	 	Name: Guy Lebel
	 	 	Title:
	 	 	 
	 	GAUSS LLC
	 	 	 
	 	By:	/s/ H. Jimmy Hallac
	 	 	Name: H. Jimmy Hallac
	 	 	Title: President


 


[Signature page to Revolving Credit Agreement] 


 




     


    
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Schedule 2.1(a)


 


Loan Allocation


 


	Name of Lender	 	Percentage	 
	 	 	 	 
	LUK Holdco	 	 	50	%
	 	 	 	 	 
	Auvergne	 	 	50	%
	 	 	 	 	 
	Total:	 	 	100	%




 




     


    
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Schedule 4.2


 


No Conflict


 


Nil


 




     


    
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Schedule 4.3


 


Governmental Authorizations


 


Nil




     


    
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Schedule 4.6


 


Litigation


 


Private Attorney General Act (PAGA) claim filed on behalf of Mr.
Ricky Windham, a former employee. The claim was filed with the Los Angeles County and alleges wage and hour violations on the part
of Golden Queen Mining Company LLC.


 




     


    
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Schedule 4.7


 


No Defaults


 


Nil


 




     


    
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Schedule 6.1(f)


 


Existing Indebtedness


 


See attached.


 




     


    
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Schedule 6.2


 


Contingent Liabilities


 


See attached.


 




     


    
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Schedule 6.3


 


Permitted Encumbrances


 


Liens securing the reclamation obligations listed on Schedule 6.2.


 




     


    
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Schedule 9.1


 


Pledged Securities 


 


	Issuing
 Entity
	 	Parent

                                                                                Entity
	 	Authorized
 Capitalization
	 	Issued
 Capitalization
	 	Certificated

                                                                                (Y/N)
	 	Certificate
 No. (if any)
	 	Percentage
 Ownership
 Interest
	 
	Golden Queen Mining Company LLC	 	Golden Queen Mining Holdings Inc.	 	265,000 units	 	265,000 units	 	No.	 	N/A	 	 	50	%
	 	 	Gauss LLC	 	 	 	 	 	 	 	 	 	 	50	%
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	[**]	 	Golden Queen Mining Company LLC	 	Limited Liability Company Membership interests	 	Limited Liability Company Membership Interests	 	No.	 	N/A	 	 	100	%