#Coplen, No. 2, Thomas Kearn and Brile Placer Mining Claims, M.S. 995 situated in the Summit Mining District in Section 4, Township 49 North, Range 5 East, B.M. Shoshone County, State of Idaho. Patent recorded in Book 4, Deeds, at page 533.

The VSA Payable Liability shall be calculated as of the end of each calendar quarter (or month if calculated on a monthly basis) as follows:

Form D. On ​ the Company filed a Form D with respect to the Shares as

Washington, D.C.: In the Non-Compete Restriction, paragraph 1 of [Exhibit B], the language “for a period ending twelve (12) months” is replaced with “for a period ending 365 days.”

Regulation D Offering. The offer and issuance of the 2024 Secured Notes to the Subscribers is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by [Section 4(a)(2)] or [Section 4(a)(6)] of the 1933 Act and/or Rule 506 of Regulation D promulgated thereunder. ​ agrees to timely file a Form D with respect to the 2024 Secured Notes as required under Regulation D and to provide a copy thereof upon request of any Subscriber. ​ shall take such action as it shall reasonably determine is necessary in order to obtain an exemption, or to qualify, the 2024 Secured Notes for issuance to the Subscribers under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Subscriber.

Regulation D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the Securities Act.

D&O Insurance. Within 60 calendar days of the Closing, the Company shall purchase director and officer insurance on behalf of the Company's (including its subsidiary) officers and directors for a period of 18 months after the Closing with respect to any losses, claims, damages, liabilities, costs and expense in connection with any actual or threatened claim or proceeding that is based on, or arises out of their status as a director or officer of the Company. The insurance policy shall provide for two years of tail coverage.

D&O Insurance. ​ shall maintain an insurance policy or policies providing directors’ and officers’ liability insurance, comprehensive general liability insurance, and errors and omissions insurance, and ​ Employee shall be covered by such policy or policies, in accordance with its or their terms, to ​ maximum extent of ​ coverage available for any officer of ​.

“Regulation D” means Regulation D of the Federal Reserve Board, as in effect from time to time and all official rulings and interpretations thereunder or thereof.

"Facility D Loan" means a loan made or to be made under Facility D or the principal amount outstanding for the time being of that loan.

“Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in [[Sections 13(d) and 14(d)])]])] thereof.

The first sentence of [Section 3.05] is amended by deleting the word “or” immediately before [clause (d)] thereof and adding immediately after such [clause (d)] the following:

“SEC Regulation D” means Regulation D as promulgated under the Securities Act of 1933, as amended, as the same may be in effect from time to time.

D Solvency Certificate

Party D: ​ (guarantor)

Anti-cutback restrictions. No Plan amendment or transaction having the effect of a Plan amendment (such as a merger, plan transfer or similar transaction) shall be effective if it eliminates or reduces any "[Section 411(d)(6)] protect ed benefit" or adds or modifies conditions relating to "[Section 411(d)(6)] protected benefits" which results in a further restriction on such benefit s (even if the amendment merely adds a restriction or condition that is permitted under the vesting rules in Code §§411(a)(3) – (11)) unless such "[Section 411(d)(6)] protected benefits" are preserved in operation with respect to benefits accrued as of the later of the adoption date or effective date of the amendment. Notwithstanding the preceding, "[Section 411(d)(6)] protected benefits" may be eliminated or reduced to the extent permitted by Code §412(d)(2) or Regulations (including Regulation §§1.411(d)-3 and 1.411(d)-4 ) or other IRS guidance. For purposes of this Subsection, a plan amendment which has the effect of decreasing a Participant's "[Section 411(d)(6)] protected benefits" with respect to benefits attributable to service before the amendment shall be treated as reducing a "[Section 411(d)(6)] protected benefit." "[Section 411(d)(6)] protected benefits" are benefits described in Code §411(d)(6)(A), early retirement benefits and retirement-type subsidies, and optional forms of benefit. The preceding shall not apply to a Plan amendment that eliminates or restricts the ability of a Participant to receive payment of his or her Account under a particular optional form of benefit if the amendment provides a single-sum distribution form that is otherwise identical to the optional form of benefit being eliminated or restricted. For

Pursuant to the Prior Agreement, ​ has issued and sold to the Series D Purchasers ​ aggregate principal amount of its 2.57% Series D Senior Notes due ​ (as amended, restated, supplemented or otherwise modified from time to time, the “Series D Notes”, such term to include any such notes issued in substitution therefor pursuant to [Section 13]).

If a Party exercises its rights under [Sections 3.1(d), 3.2(c) or 3.2(d)])])] to refer a dispute relating to the payment obligations for a Reversion Product (a “Valuation Dispute”), then the Parties will follow the expedited dispute resolution process in this [Exhibit I] (and not the dispute resolution process in [Article 17] of this Agreement). The Parties agree and acknowledge that any good faith dispute under [Sections 3.1(d), 3.2(c) or 3.2(d)])])] will not be deemed to be a material breach of this Agreement.