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**RECITALS**:A. RRL and its subsidiaries are gold focused mining and exploration companies (hereinafterreferred to as the “***RRL Group***”). B. DTP and certain of its subsidiaries have developed a line of business in open pit miningoperation (hereinafter referred to as the “***DTP Group***”). C. DTP Group is currently operating on the Tongon mine in Ivory Coast as well as the Morila mineand the Loulo 3 pit in the Republic of Mali for RRL Group. D. RRL and DTP are the two shareholders of a company registered in Jersey under the name “RAL 1Limited” (hereinafter referred to as “***RAL 1***”), the purpose of which is to purchase variousmining equipment and to lease them to the DTP Group for the performance of the mining works itcarries out for RRL Group. E. RRL wishes to develop its mining tenement located at Gounkoto, Mali, and for this purpose wishes to award to a miningoperator the contract for the mining works at the Gounkoto mine (hereinafter referred to as the “***Gounkoto Contract***”). RRLis willing the mining works at the Gounkoto mine to commence on January 1st; 2011. F. The Parties are now discussing the possible award of the Gounkoto Contract to DTP. G. In the meantime, RRL has reviewed the steps to be taken to ensure a timely commencement ofthe mining works at the Gounkoto mine on January 1st, 2011, and it arose that thevarious mining equipment required for the performance of the Gounkoto Contract (hereinafterreferred to as the “***Equipment***”) has to be purchased without delay. H. RRL has requested DTP to accept the Equipment to be purchased by RAL 1 without awaiting thepossible award of the Gounkoto Contract to DTP and the execution thereof by the Parties. DTPhas accepted RRL’s request. I. The Parties have therefore agreed to provide funding to RAL 1 through a shareholder loan inaccordance with their respective shareholding in RAL 1 (namely : RRL: 50.1%, and DTP: 49.9%). J. However, RAL 1’s purpose is to own equipment operated exclusively by DTP Group for theperformance of the mining works entrusted to DTP Group by RRL Group. It is therefore recordedthat RAL 1 shall not remain the owner of the Equipment should the Gounkoto Contract be notawarded to DTP. K. Considering the above, the Parties wish to address and administrate the consequences of theGounkoto Contract not being awarded to DTP and executed by the Parties, and have thereforedecided to set forth hereafter their respective rights and duties should such event occur.**NOW, THEREFORE***,*in consideration of the premises and mutual covenants hereinafter set forth, theParties hereto agree as follows (hereinafter referred to as the “***Agreement***”):
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**1.** **PURPOSE OF THIS AGREEMENT**   The Parties have agreed as a general principle that, in the event themselves orcertain of their respective Subsidiaries (as defined in sub-clause 2.4) should finallynot enter into the Gounkoto Contract upon a date set forth in sub-clause 2.1 hereafter,whatever be the cause thereof, then: (i) the Equipment purchased by RAL 1 for the Gounkoto mine will be sold to RRL,which will become the sole owner of the Equipment,    and  (ii) all monies lent by DTP to RAL 1 to finance the Equipment’s purchase will berepaid in full by RRL to DTP.**2.** **REPAYMENT OF DTP’S LOAN AMOUNT** 2.1 Should the Parties or certain of their respective Subsidiaries (as defined hereunder) notenter into the Gounkoto Contract on the 31 December 2010 at the latest, whatever be the causethereof, then the Parties covenant and agree that RRL will pay to DTP the amount of the loangranted by DTP to RAL 1 for the Equipment purchase, such amount corresponding to 49.9% of theprice of the Equipment purchased by RAL 1 for the performance of Gounkoto’s mining works(hereinafter referred to as the “***Amount***”). 2.2 RRL will pay the Amount to DTP within 10 calendar days computed from the date referred to insub-clause 2.1 hereof. 2.3 Should the Parties decide to modify the date set forth in sub-clause 2.1 above, suchmodification shall be made only by a written amendment to this Agreement duly signed by theParties. The payment period referred to in sub-clause 2.2 above will then be computed fromsuch new date. 2.4 For the purpose of this Agreement, the “***Subsidiaries***” shall mean the companies owned totallyor not, directly or not, by DTP or RRL, but excluding RAL 1. **3.** **PURCHASE OF THE EQUIPMENT BY RRL** 3.1 The Parties agree as RAL 1 shareholders that RAL 1 will sell the Equipment to RRL and RRLwill purchase the Equipment to RAL 1 if both of the following events have occurred: (i) the Gounkoto Contract is not entered into between the Parties or certain oftheir respective Subsidiaries on the date set forth in sub-clause 2.1 above (or suchother date that the Parties may have agreed in accordance with sub-clause 2.4),    and  (ii) DTP has been paid with the Amount by RRL in accordance with clause 2.3.2 Once the events set forth in sub-clause 3.1 have occurred, neither Party shall have the rightto refuse or impede the sale of the Equipment to RRL.
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3.3 DTP shall not derive any benefit from the Equipment’s sale to RRL further to the payment ofthe Amount to DTP in accordance with clause 2 above. **4.** **DURATION** 4.1 This Agreement shall be effective at its signature by the Parties. 4.2 This Agreement shall expire upon the earlier of the two following events: (i) the execution of the Gounkoto Contract by the Parties or certain of theirrespective Subsidiaries on or before the date set forth in sub-clause 2.1 above (orsuch other date agreed by the Parties in accordance with sub-clause 2.3),    or  (ii) the full payment of the Amount by RRL to DTP and the purchase of the Equipmentby RRL to RAL 1.4.3 Termination shall not release either Party from any liability which at the time of suchtermination has already accrued. **5.** **GOVERNING LAW AND RESOLUTION OF DISPUTES** 5.1 This Agreement is governed by and shall be construed in accordance with the substantive lawsof Jersey. 5.2 Unless settled amicably, any dispute shall be: (i) settled under the Rules of Arbitration of the International Chamber ofCommerce,  (ii) settled by three arbitrators appointed in accordance with these Rules.  The venue be London, England, and the arbitration shall be conducted in English.   The award shall be final and binding on the Parties. **6.** **MISCELLANEOUS** 6.1 No failure or delay to exercise, or any single or partial exercise of, any right or remedyunder this Agreement shall be construed or operate as a waiver thereof or prevent any furtherexercise of such or any other right or remedy. 6.2 Either Party shall not assign or transfer all or any of its rights or obligations in thisAgreement without the prior written consent of the other Party (such content not to beunreasonably withheld). 6.3 If any part of this Agreement is held to be invalid, illegal or unenforceable, the validity,legality and enforceability of any other provision of this Agreement shall not be affected orimpaired in any way.
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6.4 A modification, variation or amendment of this Agreement is not of any force unless it is inwriting and duly executed by each of the Parties.**IN WITNESS WHEREOF**, the Parties have made and executed this Agreement by their duly authorizedrepresentatives on this 26 day of July, 2010.   **Signed for and on behalf of** **Signed for and on behalf of****DTP TERRASSEMENT** **RANDGOLD RESOURCES LIMITED****by its duly authorized officer:** **by its duly authorized officer:**   **Name:*****Mr. Charles ALLAMAGNY*** **Name:*****Mr. Chris PRINSLOO*****Title:**  ***Mining Director*** **Title:** ***Financial and CommercialManager***   **Signature :** **Signature :**   /s/ Charles Allamagny /s/ Chris Prinsloo   
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