Exhibit 10.1

STRICTLY CONFIDENTIAL

TABLE OF CONTENTS

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TABLE OF CONTENTS
(Continued)

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TRANSACTION AGREEMENT

          This TRANSACTION AGREEMENT, dated as of June 8, 2014 (this “ Agreement ”), is by and among Gauss Holdings LLC, a Delaware limited liability company (“ LUK Holdco ”), Gauss LLC, a Delaware limited liability company (“ Gauss ”), Auvergne, LLC, a Delaware limited liability company (“ Auvergne ”), Golden Queen Mining Co. Ltd., a British Columbia corporation (“ Golden Queen ”) and Golden Queen Mining Company, Inc., a California corporation and wholly owned subsidiary of Golden Queen (“ GQ California ” and together with LUK Holdco, Auvergne, Gauss and Golden Queen, the “ Parties ” and each a “ Party ”). Certain terms used in this Agreement are used as defined in Section 7.10 .

          WHEREAS, LUK Holdco, Auvergne, Gauss, GQ California and Golden Queen desire to enter into a joint venture arrangement (the “ Joint Venture ”) pursuant to and in accordance with the terms and conditions set forth in the Amended and Restated LLC Agreement of GQ California, by and among Gauss, Golden Queen, GQ Holdco (defined below) and GQ California, attached hereto as Exhibit A (the “ JV Operating Agreement ”);

          WHEREAS, in connection with and in furtherance of such Joint Venture, LUK Holdco has formed Gauss which, as of the Closing Date, shall have admitted Auvergne as a new member and shall be owned and operated pursuant to and in accordance with the terms and conditions set forth in the Amended and Restated Limited Liability Company Agreement of Gauss, by and among LUK Holdco, Auvergne and Gauss, attached hereto as Exhibit B (the “ Gauss Operating Agreement ”);

          WHEREAS, in connection with and in furtherance of such Joint Venture, prior to the Closing Date, Golden Queen will form a California corporation as a wholly owned Subsidiary of Golden Queen (such newly formed entity, “ GQ Holdco ”) and will contribute all of the outstanding capital stock of GQ California to GQ Holdco and convert GQ California into a California limited liability company in accordance with and subject to the terms and conditions contained herein;

          WHEREAS, concurrently with the execution of the JV Operating Agreement and the Gauss Operating Agreement on the Closing Date, GQ California shall issue to Gauss membership interests of GQ California (the “ Interests ”) equal to fifty percent (50%) of the total Interests to be issued and outstanding after giving effect to such issuance (the “ Newly Issued Interests ”) in exchange for the payment by Gauss of the Purchase Price and in consideration of the covenants and undertakings set forth in the JV Operating Agreement, including the obligations related to the Mandatory Top Up Contribution and the Mandatory Alternative Contribution (each as defined in the JV Operating Agreement);

          WHEREAS, concurrently with the execution of this Agreement, Leucadia National Corporation, a New York corporation and parent of LUK Holdco (“ LUK ”), LUK Holdco and Gauss, on the one hand, and Auvergne and Gauss, on the other hand, entered into letter agreements pursuant to which LUK and Auvergne, respectively, have committed to provide to Gauss, subject solely to the terms and conditions contained therein, equity financing in the amounts set forth therein, which aggregate amounts, when funded to Gauss, will be sufficient for Gauss to purchase the Newly Issued Interests at Closing;

          WHEREAS, it is contemplated that on or about the Closing Date, Golden Queen will commence the Rights Offering (as defined and in accordance with the terms set forth in Section 4.12 ) to raise gross proceeds of up to US$45,000,000, and in connection with the Rights Offering (a) LUK Holdco and Auvergne have agreed to purchase any common shares of Golden Queen not purchased by holders of the Rights issued in the Rights Offering and (b) Golden Queen has agreed to pay LUK Holdco and Auvergne a non-refundable commitment fee at Closing in an aggregate amount of US$2,250,000 (the “ Commitment Fee ”), in each case, on the terms and subject to the conditions set forth in that certain Rights Offering Commitment Agreement executed by LUK Holdco, Auvergne and Golden Queen concurrently with the execution of this Agreement (the “ Rights Offering Commitment Agreement ”);

          WHEREAS, the representations, warranties and covenants made in this Agreement by each Party are a material inducement to each of the other Parties to enter into this Agreement and the Transactions; and

          WHEREAS, the respective Boards of Directors (or similar managing body) of the Parties have approved this Agreement, the Transactions and the Rights Offering Transactions on the terms and subject to the conditions provided for in this Agreement.

          NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, LUK Holdco, Auvergne, Gauss, GQ California and Golden Queen hereby agree as follows:

ARTICLE I - ISSUANCE OF INTERESTS; CLOSING

     1.1      Issuance of Interests and Payments at Closing .

          (a)     Upon the terms and subject to the conditions contained herein, at the Closing on the Closing Date, GQ California shall issue to Gauss, free and clear of any and all Liens, the Newly Issued Interests, and Gauss shall pay an amount in cash equal to One Hundred Ten Million U.S. Dollars (US$110,000,000) (the “ Purchase Price ”) for such Newly Issued Interests by wire transfer of immediately available funds to an account designated by GQ California at least two (2) Business Days prior to the Closing Date.

          (b)     At the Closing on the Closing Date, GQ California shall pay an amount of two million U.S. Dollars (US$2,000,000.00) to LUK Holdco by wire transfer of immediately available funds to an account designated by LUK Holdco at least two (2) Business Days prior to the Closing Date.

          (c)     At the Closing on the Closing Date, GQ California shall pay an amount of two hundred seventy five thousand U.S. Dollars (US$275,000.00) to Auvergne by wire transfer of immediately available funds to an account designated by Auvergne at least two (2) Business Days prior to the Closing Date.

          (d)     At the Closing on the Closing Date, Golden Queen shall pay, in respect of the Commitment Fee, (i) an amount of one million five hundred eighteen thousand seven hundred and fifty U.S. Dollars (US$1,518,750.00) to LUK Holdco by wire transfer of immediately available funds to an account designated by LUK Holdco at least two (2) Business Days prior to the Closing Date, and (ii) an amount of seven hundred thirty one thousand two hundred and fifty U.S. Dollars (US$731,250.00) to Auvergne by wire transfer of immediately available funds to an account designated by Auvergne at least two (2) Business Days prior to the Closing Date.

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          (e)     At the Closing on the Closing Date, GQ California shall repay the Interim Advances and any other amounts or obligations outstanding under the Interim Advances.

     1.2      Closing . The closing of the Transactions (the “ Closing ”) shall take place at the offices of Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153 at 10:00 a.m. (New York City time) on a date to be specified by the Parties, which date shall be no later than the third Business Day after satisfaction or (to the extent permitted by Law) waiver of the conditions set forth in Article V (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time), or at such other place, date and/or time as may be agreed to in writing by the Parties. The date on which the Closing actually occurs is referred to in this Agreement as the “ Closing Date .”

     1.3      Closing Deliverables by Golden Queen and GQ California . At the Closing, Golden Queen and GQ California shall deliver to LUK Holdco, Gauss and Auvergne:

          (a)     a copy of the JV Operating Agreement duly executed by each of Golden Queen, GQ Holdco and GQ California;

          (b)     a copy of the Expense Reimbursement Letter duly executed by each of Golden Queen and GQ California;

          (c)     the officer’s certificates required to be delivered pursuant to Section 5.2(d) ;

          (d)     certified copies of the resolutions duly adopted by the Board of Directors (or similar managing body) of each of Golden Queen, GQ Holdco and GQ California authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of the Transactions;

          (e)     certified copies of the resolutions duly adopted by the shareholders of Golden Queen authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of the Transactions;

          (f)     certified copies of the resolutions of the managers or the sole member of GQ California, in a form reasonably satisfactory to Gauss, evidencing the valid issuance of the Newly Issued Interests free and clear of all Liens;

          (g)     a certification of non-foreign status stating that GQ Holdco is not a foreign person in form and substance required under Treasury Regulations issued pursuant to Section 1445 of the Code;

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          (h)     such resolutions, certificates or other documents as LUK Holdco, Gauss or Auvergne may reasonably request in connection with the consummation of the Transactions;

          (i)     copies of such circulars, listing qualifications, effectiveness orders, resolutions, certificates or other documents, as applicable, as LUK Holdco, Gauss or Auvergne may reasonably request in connection with the Transactions; and

          (j)     a certificate of good standing for GQ California from the State of California, dated no more than three (3) Business Days prior to the Closing Date.

     1.4      Closing Deliverables by LUK Holdco . At the Closing, LUK Holdco shall deliver to Golden Queen, GQ California and Auvergne:

          (a)     a copy of the Gauss Operating Agreement duly executed by LUK Holdco;

          (b)     the officer’s certificates required to be delivered pursuant to Section 5.3(c) ;

          (c)     certified copies of the resolutions duly adopted by the sole member of LUK Holdco authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of the Transactions to which LUK Holdco is a party; and

          (d)     such resolutions, certificates or other documents as Golden Queen or GQ California may reasonably request in connection with the consummation of the Transactions to which LUK Holdco is a party.

     1.5      Closing Deliverables by Auvergne . At the Closing, Auvergne shall deliver to Golden Queen, GQ California and LUK Holdco:

          (a)     a copy of the Gauss Operating Agreement duly executed by Auvergne;

          (b)     the officer’s certificates required to be delivered pursuant to Section 5.3(c) ;

          (c)     certified copies of the resolutions duly adopted by the Board of Managers of Auvergne authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of the Transactions to which Auvergne is a party; and

          (d)     such resolutions, certificates or other documents as Golden Queen or GQ California may reasonably request in connection with the consummation of the Transactions to which Auvergne is a party.

     1.6 Closing Deliverables by Gauss . At the Closing, Gauss shall deliver to Golden Queen, GQ California, LUK Holdco and Auvergne:

          (a)     the Purchase Price;

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          (b)     a copy of the JV Operating Agreement duly executed by Gauss;

          (c)     the officer’s certificates required to be delivered pursuant to Section 5.3(c) ;

          (d)     certified copies of the resolutions duly adopted by the Board of Managers of Gauss authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of the Transactions to which Gauss is a party; and

          (e)     such resolutions, certificates or other documents as Golden Queen or GQ California may reasonably request in connection with the consummation of the Transactions to which Gauss is a party.

     1.7 Tax Treatment of the Issuance of Newly Issued Interests . The parties intend and agree that, in accordance with Rev. Rul. 99-5, 1999-1 C.B. 434, for federal income tax purposes, the issuance of the Newly Issued Interests to Gauss pursuant to this Agreement shall be treated as (i) the contribution of an amount of cash equal to the Purchase Price by Gauss to a partnership in exchange for an interest in such partnership, and (ii) the contribution by GQ Holdco of all the assets of GQ California to the partnership in exchange for an interest in such partnership. The parties further agree that the tax treatment described in this paragraph shall apply for any applicable state, county or local tax purposes.

ARTICLE II - REPRESENTATIONS AND WARRANTIES OF GOLDEN QUEEN

          Except as disclosed in the definitive disclosure schedule letter delivered by Golden Queen to LUK Holdco, Gauss and Auvergne prior to the execution of this Agreement (the “ GQ Disclosure Schedule ”), Golden Queen hereby represents and warrants to LUK Holdco, Gauss and Auvergne as follows:

     2.1      Organization, Standing and Corporate Power .

          (a)     GQ California is as of the date hereof a corporation, and will be, as of the Closing Date, a limited liability company, duly organized, validly existing and in good standing under the Laws of the State of California and has all corporate or other requisite power and authority necessary to own or lease all of its properties and assets and to carry on its business as presently conducted and contemplated to be conducted.

          (b)     GQ California is duly licensed or qualified to do business and is in good standing (with respect to jurisdictions that have the concept of good standing) in each jurisdiction where the ownership, leasing or operation of its properties or other assets or the nature its business requires such licensing or qualification, except for failures to be so licensed, qualified or in good standing that, individually and in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

          (c)     GQ California has made available to LUK Holdco, Gauss and Auvergne correct and complete copies of the Organizational Documents of GQ California, as amended to the date of this Agreement and will make available to LUK Holdco, Gauss and Auvergne correct and complete copies of the Organizational Documents of GQ California immediately following its conversion into a limited liability company.

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     2.2      Capitalization .

          (a)     Section 2.2 of the GQ Disclosure Schedule accurately sets forth the ownership structure and capitalization of GQ California as of the date hereof and the ownership structure and capitalization of GQ Holdco and GQ California as of the Closing Date.

          (b)     There are no loans from the holders of Equity Interests to GQ California, or other indebtedness due to the holders of Equity Interests from GQ California, and no bonds, debentures, notes or other instruments or evidence of indebtedness having the right to vote (or convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matters on which the holders of Equity Interests may vote are issued or outstanding, in each case, except as otherwise provided in Section 2.2 of the GQ Disclosure Schedule.

          (c)     All outstanding Equity Interests have been duly authorized and validly issued, and are fully paid and non-assessable, and were not issued in violation of any preemptive or other similar rights. Except as otherwise provided in Section 2.2 of the GQ Disclosure Schedule, there:

               (i)     are no ownership interests or other voting or equity securities of GQ California, issued or outstanding, or other contractual or other rights entitling any Person to any form of equity, ownership, participation or beneficial interest in GQ California;

               (ii)     are no securities of GQ California convertible into, or exchangeable or exercisable for, ownership interests of GQ California or other voting or equity securities of GQ California;

               (iii)     are no voting trusts or similar agreements to which Golden Queen, GQ Holdco or GQ California is a party with respect to the voting of equity interests in GQ California;

               (iv)     is no option, warrant, call, preemptive right, subscription or other right, agreement, arrangement, understanding or commitment of any character, relating to the issued or unissued ownership interests of GQ California obligating GQ California to issue, transfer or sell or cause to be issued, transferred or sold any ownership interests or other equity interest in GQ California, or securities convertible into or exchangeable for the interests, or obligating GQ California to grant, extend or enter into any option, warrant, call, subscription or other right, commitment, arrangement or agreement; and

               (v)     is no contractual obligation of GQ California to repurchase, redeem or otherwise acquire any ownership interests of GQ California or other equity interests in GQ California or Affiliate of GQ California or to provide funds to make any investment (in the form of a loan, capital contribution or otherwise) in any Person.

          (d)     Other than GQ California and GQ Holdco, all of the outstanding shares of Equity Interests or capital stock of which are, or will be prior to the Closing Date, owned directly or indirectly by Golden Queen, Golden Queen does not own, directly or indirectly any shares of capital stock of, or other equity interests in, any partnership, limited liability company, corporation or other entity and GQ California does not own, directly or indirectly, as of the date of this Agreement, any shares of capital stock of, or other equity interests in, any partnership, limited liability company, corporation or other entity. Since the date of its incorporation, other than holding the Equity Interests, GQ Holdco has no other assets or liabilities and has not conducted any business of any kind whatsoever.

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     2.3      Authority . GQ California has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance by GQ California of this Agreement, and the consummation by it of the Transactions, have been duly authorized and approved by its Board of Directors and no other corporate action on the part of GQ California is necessary to authorize the execution, delivery and performance by GQ California of this Agreement and the consummation by it of the Transactions. This Agreement has been duly executed and delivered by GQ California and, assuming due authorization, execution and delivery hereof by the other Parties, constitutes a legal, valid and binding obligation of GQ California, enforceable against GQ California in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “ Bankruptcy and Equity Exception ”).

     2.4      Non-contravention . Neither the execution and delivery of this Agreement by GQ California nor the consummation by GQ California of the Transactions, nor compliance by GQ California with any of the terms or provisions hereof, will (a) violate or conflict with any provision of the Organizational Documents of GQ California or (b) assuming that the authorizations, consents and approvals referred to in Section 2.5 are obtained and the filings referred to in Section 2.5 are made, (i) violate any Law, injunction, order, judgment, ruling or decree of any Governmental Entity applicable to GQ California or (ii) violate, conflict with, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default), or give rise to a right of termination or cancellation, an acceleration of performance required, a loss of benefits, or the creation of any Lien upon any of the properties or assets of GQ California, under, any of the terms, conditions or provisions of any Contract or Permit to which GQ California is a party, except, in the case of clause (ii) , for such violations, conflicts, defaults, terminations, cancellations, accelerations, losses and Liens as, individually and in the aggregate, would not reasonably be expected to have a Material Adverse Effect or prevent or materially delay the consummation of the Transactions.

     2.5      Governmental Approvals . Except for filings with Governmental Authorities required under, and compliance with applicable requirements of, the Laws listed on Section 2.5 of the GQ Disclosure Schedule, no consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the execution and delivery of this Agreement by GQ California and the consummation by GQ California of the Transactions.

     2.6      Brokers . Except for a financial advisory fee payable by Golden Queen to Maxit Capital LP, no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses, in connection with the Transactions based upon arrangements made by or on behalf of GQ California.

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     2.7      SEC Documents; Financial Statements; Undisclosed Liabilities .

          (a)     Golden Queen has filed with or furnished to the SEC, on a timely basis including any filing made within the extended filing period permitted pursuant to Rule 12b-25 under the Exchange Act, all documents required to be so filed or furnished by Golden Queen, under the Exchange Act, including registration statements, certifications, proxy statements and reports with the SEC since January 1, 2010 (such documents collectively, and together with all documents filed during such period on a voluntary basis on Form 8-K, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “ Golden Queen SEC Documents ”). As of their respective effective dates (in the case of Golden Queen SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Golden Queen SEC Documents), the Golden Queen SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act, and the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”), as the case may be, applicable to such Golden Queen SEC Documents, and none of the Golden Queen SEC Documents as of such respective dates (or, if amended prior to the date of this Agreement, the date of the filing of such amendment) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Golden Queen SEC Documents. GQ California is not (or has ever been at any time since January 1, 2010) subject to the reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

          (b)     Since January 1, 2010, each of the consolidated financial statements of Golden Queen included (or incorporated by reference) in the Golden Queen SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except, in the case of un-audited statements, as permitted by the rules and regulations of the SEC) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of Golden Queen and GQ California as of the dates thereof and the consolidated results of their operations and cash flows for the periods shown (subject, in the case of un-audited statements, to normal recurring year-end audit adjustments).

          (c)     Golden Queen has filed with the securities commissions in each of the Provinces of Canada, on a timely basis, all required financial statements, annual information forms, proxy solicitation materials, material change reports and other documents required by Canadian securities laws and all such documents complied in all material respects with the requirements of Canadian securities laws and none of such documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstance under which they were made, not misleading.

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          (d)     Golden Queen has delivered to LUK Holdco, Gauss and Auvergne copies of (i) the audited consolidated balance sheets of Golden Queen as at December 31, 2013, and the related audited consolidated statement of income and of cash flows of Golden Queen for the year then ended and (ii) the unaudited balance sheet of GQ California as at March 31, 2014 (such audited and unaudited statements, including the related notes and schedules thereto, are referred to herein as the “ Financial Statements ”). Each of the Financial Statements is complete and correct in all material respects, has been prepared in accordance with GAAP consistently applied by Golden Queen without modification of the accounting principles used in the preparation thereof throughout the periods presented and presents fairly in all material respects the consolidated financial position, results of operations and cash flows of Golden Queen and/or GQ California, as applicable, as at the dates and for the periods indicated therein.

          (e)     Other than as disclosed in the Form 10-K of Golden Queen filed in respect of the fiscal year ended December 31, 2013, the management of Golden Queen has completed its assessment of the effectiveness of Golden Queen’s internal control over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act for the year ended December 31, 2013, and such assessment is accurately summarized in the Golden Queen SEC Documents. To the Knowledge of Golden Queen, there are no facts or circumstances that would prevent Golden Queen’s principal executive officer and principal financial officer from giving the certifications and attestations required pursuant to the rules and regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act, without qualification, when next due. The audit committee of the Board of Directors of Golden Queen has established “whistleblower” procedures that meet the requirements of Exchange Act Rule 10A-3, and Golden Queen has made available to LUK Holdco, Gauss and Auvergne, true, complete and correct copies of such procedures.

          (f)     Neither Golden Queen nor GQ California has any liabilities or obligations of any nature (whether absolute, accrued, contingent or otherwise) which would be required to be reflected or reserved against on a consolidated balance sheet of Golden Queen prepared in accordance with GAAP or the notes thereto, except liabilities or obligations (i) reflected or reserved against on the consolidated balance sheet of Golden Queen as of December 31, 2013 (the “ Balance Sheet Date ”), including the notes thereto, or included in the Golden Queen SEC Documents or the Financial Statements, (ii) incurred after the Balance Sheet Date in the ordinary course of business, (iii) that individually and in the aggregate would not reasonably be expected to have a material adverse effect on Golden Queen and GQ California taken as a whole or (iv) incurred in connection with the Transactions.

          (g)     GQ California has no liabilities or obligations of any nature (whether absolute, accrued, contingent or otherwise) which would be required to be reflected or reserved against on a balance sheet of GQ California prepared in accordance with GAAP or the notes thereto, except liabilities or obligations (i) reflected or reserved against on the consolidated balance sheet of Golden Queen as of March 31, 2014, (ii) incurred after such date in the ordinary course of business, (iii) that individually and in the aggregate would not reasonably be expected to have a material adverse effect on GQ California or (iv) incurred in connection with the Transactions.

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     2.8      Absence of Certain Changes . Since June 30, 2013, except as disclosed in a Golden Queen SEC Documents:

          (a)     the business of GQ California has been carried on and conducted in all material respects in the ordinary course of business consistent with past practice;

          (b)     there has not been any change, development, occurrence, event or state of facts that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on GQ California, and

          (c)     none of Golden Queen, GQ Holdco or GQ California has taken any action with respect to GQ California that, if taken after the date of this Agreement without the consent of LUK Holdco, Gauss and Auvergne, would constitute a breach of any of the covenants set forth in Section 4.4 .

     2.9      Legal Proceedings . Except as otherwise disclosed in the Golden Queen SEC Documents or in Section 2.9 of the GQ Disclosure Schedule, there is no pending or, to the Knowledge of Golden Queen or GQ California, threatened, legal, administrative or arbitral proceeding, claim, suit or action against, or governmental or regulatory investigation of, or injunction order, judgment, ruling or decree imposed upon, GQ California or any of its properties or assets, in each case, by or before any Governmental Entity or Person.

     2.10      Compliance With Laws; Permits .

          (a)     GQ California is and since January 1, 2010 has been in compliance with all material Laws applicable to GQ California and its properties and assets. Neither Golden Queen nor GQ California has received any notice of or been charged with the violation of any Laws by GQ California. To the Knowledge of Golden Queen, neither Golden Queen nor GQ California is under investigation with respect to the violation of any Laws by GQ California and there are no facts or circumstances which could form the basis for any such violation.

          (b)     Except as set forth in Section 2.10 of the GQ Disclosure Schedule, GQ California (x) holds all material Permits necessary for the lawful conduct of its business and the exploration, mining, development and operation of the Soledad Mountain Project and (y) is in material compliance with the terms of all such Permits. Section 2.10 of the GQ Disclosure Schedule contains a list of all Permits which are required for the operation of the business of GQ California as presently conducted and as contemplated to be conducted pursuant to the JV Operating Agreement, including the exploration and development of the Soledad Mountain Project (“ GQ Permits ”), other than those the failure of which to possess is immaterial. Except as set forth in Section 2.10 of the GQ Disclosure Schedule, GQ California currently has all the GQ Permits, other than those the failure of which to possess is immaterial, and GQ California is not in default or violation, and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation, in any material respect of any term, condition or provision of any GQ Permit, and to the Knowledge of Golden Queen, there are no facts or circumstances which could form the basis for any such default or violation. There are no Legal Proceedings pending or, to the Knowledge of Golden Queen, threatened, relating to the suspension, revocation or modification of any GQ Permit. None of the GQ Permits will be impaired or in any way affected by the consummation of the transactions contemplated by this Agreement.

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     2.11      Contracts . Section 2.11 of the GQ Disclosure Schedule sets forth a list of each GQ Material Contract. For purposes of this Agreement, “GQ Material Contract” shall mean each Contract to which Golden Queen or GQ California is a party or by which Golden Queen or GQ California or any of their respective properties or assets is bound that:

               (i)     purports to restrict the ability of GQ California or Affiliates to compete in any geographic area or line of business or limit the Persons to whom GQ California or Affiliates may sell products or deliver services;

               (ii)     is a joint venture, partnership, strategic alliance, management or similar or related agreement;

               (iii)     involves the acquisition from another Person or disposition to another Person, directly or indirectly (by merger or otherwise), of capital stock or other equity interests of another Person, or assets, that (A) was for aggregate consideration under such Contract (or series of related Contracts) in excess of US$500,000.00 (other than acquisitions or dispositions of inventory in the ordinary course of business) or (B) contain obligations (including indemnification, “earn-out” or other contingent obligations) that are still in effect and could result in material payments by GQ California;

               (iv)     is a loan or credit agreement, indenture, note or other Contract or instrument evidencing indebtedness for borrowed money by GQ California or Contract or instrument pursuant to which indebtedness for borrowed money may be incurred or is guaranteed by GQ California, except those involving an amount less than US$500,000.00 in the aggregate;

               (v)     is a mortgage, pledge, security agreement or other Contract granting a Lien on the Equity Interests, GQ California or any material property or asset of GQ California;

               (vi)     prohibits or requires the payment of dividends or distributions in respect of the capital stock or equity interests of GQ California, prohibits the pledging of the capital stock or equity interests of GQ California, or prohibits the issuance of guarantees by GQ California;

               (vii)     is reasonably likely to involve the payment, in one transaction or a series of related transactions, to, by, or in respect of GQ California of more than US$500,000.00 in any 12-month period;

               (viii)     is a license agreement pursuant to which Golden Queen or GQ California is a named party and licenses in material Intellectual Property, or licenses out material Intellectual Property owned by Golden Queen or GQ California, other than (A) non-exclusive licenses entered into in the ordinary course of business and (B) license agreements for commercially available software or information technology services on customary or standard terms;

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               (ix)     is a collective bargaining agreement;

               (x)     is an employment, management or consulting services agreement providing annual compensation in excess of US$100,000.00 and which are not cancelable by GQ California (A) on notice of ninety (90) days or less and (B) without liability or penalty;

               (xi)     purports to subject Golden Queen or GQ California to a “standstill” or similar restriction;

               (xii)     is a Contract with any Related Person; or (xiii) is a voting agreement or registration rights agreement.

          Golden Queen has made available to LUK Holdco, Gauss and Auvergne correct and complete copies of each GQ Material Contract, together with any and all amendments and supplements thereto. Each GQ Material Contract is valid and binding on, and in full force and effect and enforceable in accordance with its terms, by Golden Queen or GQ California and, to the Knowledge of Golden Queen, each other party thereto, in each case, subject to the Bankruptcy and Equity Exception. Neither Golden Queen nor GQ California nor, to the Knowledge of Golden Queen, any other party to a GQ Material Contract, is in default under any GQ Material Contract (nor does any condition exist that, with notice or lapse of time or both, would constitute a material default thereunder by Golden Queen or GQ California or, to the Knowledge of Golden Queen, any other party thereto). No party to any GQ Material Contract has given Golden Queen or GQ California notice of its intention to cancel, terminate, change the scope of rights under, or not renew, any GQ Material Contract.

     2.12      Tax Matters .

          Except as set forth in Section 2.12 of the GQ Disclosure Schedule:

          (a)     (i) All income and other material Tax Returns filed or required to be filed by or on behalf of GQ California have been duly and timely filed with the appropriate Taxing Authority in all jurisdictions in which such Tax Returns are required to be filed (after giving effect to any valid extensions of time in which to make such filings), and all such Tax Returns are true, complete and correct in all material respects; and (ii) all material amounts of Taxes due and owing by or on behalf of GQ California (whether or not shown due on such Tax Returns), or for which GQ California could be liable, have been fully and timely paid. GQ California is not currently the beneficiary of any extension of time within which to file any Tax Return. With respect to any period for which Tax Returns have not yet been filed or for which Taxes are not yet due or owing, GQ California has made sufficient accruals for such Taxes in the Financial Statements and its books and records. GQ California has complied in all material respects with all applicable Laws relating to the payment and withholding of Taxes and has duly and timely withheld and paid over all material amounts required to be so withheld and paid over under applicable laws. All material required estimated Tax payments sufficient to avoid any underpayment penalties or interest have been made by or on behalf of GQ California.

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          (b)     (i) No claim has been made in writing, or, to the Knowledge of GQ California, otherwise, by a Taxing Authority in a jurisdiction where GQ California does not file Tax Returns that it is or may be subject to taxation by that jurisdiction; and (ii) there are no Liens as a result of any unpaid Taxes upon any of the assets of GQ California other than Permitted Liens.

          (c)     All deficiencies asserted or assessments made as a result of any examinations by any Taxing Authority of GQ California have been fully paid, there are no actions, audits, investigations or other administrative or court proceedings presently pending with respect to GQ California, and GQ California has not received any notice from any Taxing Authority that such Taxing Authority intends to conduct an audit or investigation with respect to GQ California.

          (d)     Neither GQ California nor any other Person acting on its behalf has (i) (A) agreed to or is required to make any adjustments pursuant to Section 481(a) of the Code or any similar provision of Law, (B) any Knowledge that any Taxing Authority has proposed any such adjustment or (C) any application pending with any Taxing Authority requesting permission for any changes in accounting methods, (ii) executed or entered into a closing agreement pursuant to Section 7121 of the Code or any similar provision of Law, (iii) waived any statute of limitations in respect of Taxes or granted any extension for the assessment or collection of Taxes, which Taxes have not since been paid, or (iv) granted to any Person any power of attorney that is currently in force with respect to any Tax matter.

          (e)     GQ California (i) is not a party to any Tax sharing, allocation, indemnity or similar agreement or arrangement (whether or not written), (ii) is not subject to any private letter ruling of the IRS or comparable rulings of any Taxing Authority, (iii) is not and has never been a member of any affiliated group nor has any liability for the Taxes of any other Person under Treasury Regulation Section 1.1502 -6 (or any similar provision of Law), as a transferee or successor under applicable Law or by Contract or otherwise, (iv) has not constituted either a "distributing corporation" or a "controlled corporation" (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock intended to qualify for tax-free treatment under Section 355 of the Code, and (v) has not and has never had a permanent establishment in any country other than the country of its organization or been subject to Tax in a jurisdiction outside the country of its organization.

          (f)     GQ California shall not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (i) installment sale or open transaction disposition made on or prior to the Closing Date or (ii) prepaid amount received on or prior to the Closing Date.

          (g)     None of GQ California or any member of any consolidated tax group in which GQ California has been included has (i) engaged in any “reportable transactions” as defined in Treasury Regulation Section 1.6011 -4(b) or (ii) failed to disclose on its U.S. federal Tax Returns all positions taken therein that could give rise to substantial understatement of U.S. federal income tax within the meaning of Section 6662 of the Code.

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     2.13      Employee Benefits and Labor Matters . Section 2.13 of the GQ Disclosure Schedule contains a complete and accurate list of the following for each employee of GQ California, including each employee on leave of absence or layoff status: name, job title, date of hire or engagement, primary work location, current annual salary or hourly rate of pay, bonus compensation paid in the last twelve months, and active/inactive status. Except as set forth on Section 2.13 of the GQ Disclosure Schedule, GQ California is in material compliance with all applicable Laws respecting labor, employment, terms and conditions of employment, classification of employees and independent contractors, workers’ compensation, occupational safety and health, and wages and hours. Except as set forth on Section 2.13 of the GQ Disclosure Schedule, GQ California does not sponsor, maintain, contribute to or have an obligation to contribute to, nor has any liability in respect of, and has never sponsored, maintained, contributed to or had an obligation to contribute to or has had any liability in respect of, any GQ Benefit Plans. All GQ Benefit Plans have been established, operated and maintained in all material respects in accordance with their respective terms and with applicable Laws. For purposes of this Agreement, “ GQ Benefit Plans ” shall mean, collectively, (A) all “employee benefit plans” (as defined in Section 3(3) of ERISA, whether or not subject to ERISA) and any other material bonus, pension, profit sharing, retirement, deferred compensation, incentive compensation, equity or equity-based compensation, severance, retention, change in control, disability, vacation, death benefit, hospitalization, medical or other material benefit plans, programs, agreements or arrangements providing, or designed to provide, material benefits to any current or former directors, officers, employees or consultants of GQ California or the beneficiaries or dependents of any such Person or as to which GQ California sponsors, maintains, contributes or is obligated to contribute, or under which GQ California has any liability and (B) all employment, consulting, severance, retention, change of control, tax gross-up or termination agreements between GQ California and any current or former directors, officers, employees or consultants of GQ California.

     2.14      Environmental Matters . Except as set forth on Section 2.14 of the GQ Disclosure Schedule:

          (a)     the operations of GQ California are and have been in compliance with all applicable material Environmental Laws, which compliance includes obtaining, maintaining in good standing and complying with all Environmental Permits and no action or proceeding is pending or, to the Knowledge of Golden Queen, threatened to revoke, modify or terminate any such Environmental Permit, and, to the Knowledge of Golden Queen, no facts, circumstances or conditions currently exist that could reasonably be expected to adversely affect such continued compliance with Environmental Laws and Environmental Permits or require currently unbudgeted capital expenditures to achieve or maintain such continued compliance with Environmental Laws and Environmental Permits;

          (b)     neither Golden Queen nor GQ California is the subject of any outstanding written Order or Contract with any Governmental Entity or Person with respect to (i) Environmental Laws, (ii) Remedial Action or (iii) any Release or threatened Release of a Hazardous Material;

          (c)     no claim has been made or is pending, or to the Knowledge of Golden Queen, threatened against Golden Queen or GQ California alleging either or both that GQ California may be in violation of any Environmental Law or Environmental Permit, or may have any liability under any Environmental Law;

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          (d)     to the Knowledge of Golden Queen, no facts, circumstances or conditions exist with respect to Golden Queen or GQ California or any property currently or formerly owned, operated or leased by Golden Queen or GQ California or any property to which the Golden Queen or GQ California arranged for the disposal or treatment of Hazardous Materials that could reasonably be expected to result in GQ California incurring unbudgeted environmental costs and liabilities;

          (e)     there are no investigations of the business, operations, or currently or, to the Knowledge of Golden Queen, previously owned, operated or leased property of Golden Queen or GQ California pending or, to the Knowledge of Golden Queen, threatened which could lead to the imposition on GQ California of any environmental costs and liabilities or Liens under Environmental Law;

          (f)     the Transactions do not require the consent of or filings with any Governmental Entity with jurisdiction over Golden Queen or GQ California with respect to environmental matters;

          (g)     Golden Queen has made available to LUK Holdco, Gauss and Auvergne copies of all environmentally related audits, studies, reports, analyses, permit applications, material correspondence and results of investigations that have been performed with respect to the currently or previously owned, leased or operated properties of Golden Queen or GQ California.

     2.15      Intellectual Property .

          (a)     Section 2.15(a) of the GQ Disclosure Schedule sets forth (i) a true and complete schedule of each item of Owned Intellectual Property and any applications for Owned Intellectual Property, (ii) Licensed Intellectual Property that is material to GQ California (collectively, with the Owned Intellectual Property, the “ GQ Intellectual Property ”); provided , however , that GQ California’s confidential and proprietary trade secrets, product specifications and formulations owned or utilized by GQ California are not disclosed in Section 2.15(a) of the GQ Disclosure Schedule, and (iii) all Contracts under which GQ California has received a license or sublicense with respect to any of the Licensed Intellectual Property pursuant to which it is obligated to pay a royalty, license fee or similar payment in an amount in excess of $100,000 per annum (other than non-exclusive end-user licenses for commercially available prepackaged computer software generally available to the public) (the “ Intellectual Property Licenses ”).

          (b)     GQ California owns all right, title, and interest in and to, or has a valid and enforceable license to use, all GQ Intellectual Property as the same is used in the business of GQ California. The Owned Intellectual Property is valid, enforceable and subsisting and is not subject to any Liens (other than Permitted Liens). GQ California does not use any Intellectual Property in connection with the conduct of its business other than the GQ Intellectual Property.

          (c)     To the Knowledge of Golden Queen, no other Person is infringing, misappropriating or otherwise violating any of the GQ Intellectual Property. Neither Golden Queen nor GQ California has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any other Person’s Intellectual Property rights, and neither Golden Queen nor GQ California has received a written notice alleging any such interference, infringement, misappropriation, or violation (including any claim that Golden Queen or GQ California must license or refrain from using any other Person’s Intellectual Property rights). No claim by any other Person contesting the validity of any GQ Intellectual Property has been made, is currently outstanding or, to the Knowledge of Golden Queen, is threatened.

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     2.16      Title to Property .

          (a)     Section 2.16(a) of the GQ Disclosure Schedule sets forth a complete list of (i) all real property and interests in real property, including improvements thereon and easements appurtenant thereto owned in fee by Golden Queen or GQ California in connection with the conduct of GQ California’s business and lying within the Approved Project Boundary (individually, an “ Owned Property ” and collectively, the “ Owned Properties ”), (ii) all real property, including Mineral Interests and Water Rights and interests in real property leased by Golden Queen or GQ California in connection with the conduct of GQ California’s business and lying within the Approved Project Boundary (individually, a “Real Property Lease” and collectively, the “ Real Property Leases ”) as lessee or lessor, including a description of each such Real Property Lease (including the name of the third party lessor or lessee and the date of the lease or sublease and all amendments thereto), (iii) all unpatented mining claims and millsites held by Golden Queen or GQ California in connection with the conduct of GQ California’s business and lying within the Approved Project Boundary (individually, a “ Mining Claim ” and collectively, the “ Mining Claims ”), and (iv) all real property and interests in real property owned, leased or held by Golden Queen or GQ California and lying outside the Approved Project Boundary (individually, an “ Additional Property ” and, collectively, the “ Additional Properties ” and, together with the Mining Claims, Owned Properties and Real Property Leases, being referred to herein individually as a “ GQ Property ” and, collectively, as the “ GQ Properties ”). Golden Queen or GQ California have good and marketable fee title to all Owned Property, free and clear of all Liens of any nature whatsoever, except (A) those Liens set forth on Section 2.16(a) of the GQ Disclosure Schedule and (B) Permitted Liens. The GQ Properties constitute all interests in real property currently used, occupied or currently held for use in connection with the business of GQ California and which are necessary for the continued operation of the business of GQ California as the business is currently conducted and contemplated to be conducted. All of the GQ Properties and buildings, fixtures and improvements thereon (i) are in good operating condition without material structural defects, and all mechanical and other systems located thereon are in good operating condition, and no condition exists requiring material repairs, alterations or corrections and (ii) are suitable, sufficient and appropriate in all material respects for their current and contemplated uses. None of the improvements located on the GQ Properties require any special dispensation, variance or special permit under any Laws, other than those already obtained. Golden Queen has made available to LUK Holdco, Gauss and Auvergne true, correct and complete copies of (i) all deeds, title reports and surveys for the Owned Properties and (ii) the Real Property Leases, together with all amendments, modifications or supplements, if any, thereto. To the Knowledge of Golden Queen, the GQ Properties are not subject to any leases, rights of first refusal, options to purchase or rights of occupancy, except the Real Property Leases set forth on Appendix C to Section 2.16(a) of the GQ Disclosure Schedule.

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          (b)     Except as set forth on Appendix C to Section 2.16(a) of the GQ Disclosure Schedule, each of Golden Queen and GQ California, as applicable, has a valid, binding and enforceable leasehold interest under each of the Real Property Leases under which it is a lessee, free and clear of all Liens other than Permitted Liens, and each of the Real Property Leases is in full force and effect. Neither Golden Queen nor GQ California is in material default under any Real Property Lease, and to the Knowledge of Golden Queen no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a default. Neither Golden Queen nor GQ California has received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by Golden Queen or GQ California under any of the Real Property Leases and, to the Knowledge of Golden Queen, no other party is in material default thereof, and no party to any Real Property Lease has exercised any termination rights with respect thereto. Except as set forth on Appendix C to Section 2.16(a) of the GQ Disclosure Schedule, there are no Real Property Leases that are scheduled to expire by their terms in the twenty four (24) months following the date of this Agreement.

          (c)     Golden Queen and GQ California have all material Permits from any Governmental Entity that are necessary for the current use and operation of each GQ Property, and Golden Queen and GQ California have fully complied with all material conditions of the Permits applicable to them. No material default or violation, or event that with the lapse of time or giving of notice or both would become a material default or violation, has occurred in the due observance of any Permit.

          (d)     There does not exist any actual or, to the Knowledge of Golden Queen, threatened or contemplated condemnation or eminent domain proceedings that affect any GQ Property or any part thereof, and neither Golden Queen nor GQ California has received any notice, oral or written, of the intention of any Governmental Entity or other Person to take or use all or any part thereof.

          (e)     Except as set forth on Section 2.16(e) of the GQ Disclosure Schedule, GQ California does not own, hold, have any obligation under, or is not a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any real estate or any portion thereof or interest therein.

          (f)     Except as set forth on Section 2.16(f) of the GQ Disclosure Schedule, (i) Golden Queen and GQ California have good and marketable title to the Water Rights within the Fremont Valley Groundwater Basin which entitle them to withdraw ground water; (ii) as of the date of this Agreement, no Liens exist that may relate to or otherwise affect the Water Rights; (iii) to the Knowledge of Golden Queen, none of the Water Rights has been lost by nonuse, passage of time, failure to comply with any Laws or by any sale or transfer thereof, or are subject to claims or actions for abandonment or forfeiture due to failure to put all or part of the water represented by the Water Rights to beneficial use; (iv) Golden Queen and GQ California have the right to withdraw ground water as a landowner or lessee, which right is not encumbered by material competing water uses or limited by mitigation requirements under Environmental Permits; (v) to the Knowledge of Golden Queen, the Water Rights comprise all water rights, well rights, water shares, contract rights, water allotments and Property necessary to withdraw ground water, required to operate the business of GQ California as presently conducted and as contemplated to be conducted under the JV Operating Agreement, including the development and operation of the Soledad Mountain Project; and (v) all charges, filings, registrations and assessments related thereto have been made and are current.

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     2.17      Related Party Transactions . Except as set forth in Section 2.17 of the GQ Disclosure Schedule and the Transactions provided for hereunder, no employee, officer, director, stockholder, partner or member of Golden Queen or GQ California, any member of his or her immediate family or any of their respective Affiliates (“ Related Persons ”) (i) owes any amount to or in respect of GQ California nor does GQ California owe any amount to, or has GQ California committed to make any loan or extend or guarantee credit to or for the benefit of, any Related Person, (ii) is involved in any business arrangement or other relationship with or in respect of GQ California (whether written or oral), (iii) owns any property or right, tangible or intangible, that is used by GQ California (iv) has any claim or cause of action against or in respect of GQ California or (v) owns any direct or indirect interest of any kind in, or controls or is a director, officer, employee or partner of, or consultant to, or lender to or borrower from or has the right to participate in the profits of, any Person which is a competitor, supplier, customer, landlord, tenant, creditor or debtor of the GQ California.

     2.18      Certain Payments . Neither Golden Queen nor GQ California or, to the Knowledge of Golden Queen, any director, officer, employee, or other Person associated with or acting on behalf of any of them, has directly or indirectly (a) made any contribution, gift, bribe, rebate, payoff, influence payment, kickback, or other payment to any Person, private or public, regardless of form, whether in money, property, or services (i) to obtain favorable treatment in securing business for or on behalf of GQ California, (ii) to pay for favorable treatment for business secured by or on behalf of GQ California, (iii) to obtain special concessions or for special concessions already obtained, for or in respect of or on behalf of GQ California, or (iv) in violation of any Law, or (b) established or maintained any fund or asset with respect to Golden Queen or GQ California that has not be recorded in the books and records of GQ California.

     2.19      Sufficiency of Assets . Except as set forth in Section 2.19 of the GQ Disclosure Schedule, GQ California owns and has good title to each of the material assets held by it, free and clear of all Liens other than Permitted Liens. Such assets constitute all of the properties used in or held for use in the business of GQ California and are sufficient for GQ California to conduct its business from and after the Closing Date without interruption and in the ordinary course of business, as it has been conducted prior to the Closing Date and as contemplated to be conducted after the Closing Date.

     2.20      Tangible Personal Property .

          (a)     GQ California has good and marketable title to all of the items of tangible personal property used in the business of GQ California, free and clear of any and all Liens, other than Permitted Liens. All such items of tangible personal property which, individually or in the aggregate, are material to the operation of the business of GQ California are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the purposes used.

          (b)     Section 2.20 of the GQ Disclosure Schedule sets forth all leases of personal property (“ Personal Property Leases ”) involving annual payments in excess of US$500,000.00 relating to personal property used by GQ California in the business of GQ California or to which GQ California is a party or by which the properties or assets of GQ California is bound. All of the items of personal property under the Personal Property Leases are in good condition and repair (ordinary wear and tear excepted) and are suitable for the purposes used, and such property is in all material respects in the condition required of such property by the terms of the lease applicable thereto during the term of the lease. Golden Queen has delivered or made available to LUK Holdco, Gauss and Auvergne true, correct and complete copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.

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          (c)     GQ California has a valid, binding and enforceable leasehold interest under each of the Personal Property Leases under which it is a lessee. Each of the Personal Property Leases is in full force and effect and neither Golden Queen nor GQ California has received or given any notice of any default or event that with notice or lapse of time, or both, would constitute a default by Golden Queen or GQ California under any of the Personal Property Leases and, to the Knowledge of Golden Queen, no other party is in default thereof, and no party to the Personal Property Leases has exercised any termination rights with respect thereto.

     2.21      Information Supplied . None of the information supplied or to be supplied by or with respect to Golden Queen, GQ Holdco or GQ California, and the Transactions, in each case, specifically for inclusion or incorporation by reference in the Proxy Statement will, at the date it (and any amendment or supplement thereto) is first mailed to the stockholders of Golden Queen or at the time of the GQ Stockholders Meeting contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided , that no representation or warranty is made by Golden Queen with respect to information supplied by or on behalf of LUK Holdco, Gauss or Auvergne for inclusion or incorporation by reference in any of the foregoing.

     2.22      Mining Claims .

          (a)     With respect to Mining Claims located by GQ California that are included within the GQ Properties, subject to the paramount title of the United States, Mining Claims not located by GQ California, but conveyed to them by deed, to the best of GQ California’s Knowledge: (i) the Mining Claims were properly located, laid out and monumented in all material respects in accordance with applicable Law; (ii) all required location and validation work was properly performed in all material respects; (iii) location notices and certificates were properly recorded and filed with appropriate governmental agencies in all material respects; (iv) all assessment work required to hold the Mining Claims has been performed and all location fees, mining claim rental fees, mining claim maintenance payments and similar payments required by Law to locate and hold unpatented mining claims (the “ Governmental Fees ”) have been paid or will be paid in a manner consistent with prudent mine management practices and to maintain such items in material compliance with all applicable Laws through the assessment year ending September 1, 2013; (v) all affidavits of assessment work, evidence of payment of Governmental Fees, and other filings required to maintain the Mining Claims in good standing have been properly and timely recorded or filed with appropriate governmental agencies in all material respects; (vi) the Mining Claims are free and clear of Liens, other than Permitted Liens and immaterial defects in title; and (vii) Golden Queen has no Knowledge of conflicting Mining Claims. Nothing in this Section 2.22 , however, shall be deemed to be a representation or a warranty that any of the Mining Claims contains a valuable mineral deposit.

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          (b)     With respect to Mining Claims not located by GQ California but which are leased by GQ California and included within the GQ Properties, subject to the paramount title of the United States: (i) all assessment work required to hold the Mining Claims has been performed in all material respects, and all Governmental Fees have been paid or will be paid in a manner consistent with prudent mine management practices and to maintain such items in material compliance with all applicable Laws through the assessment year ending September 1, 2013; (ii) all affidavits of assessment work, evidence of payment of Governmental Fees, and other filings required to maintain the Mining Claims in good standing have been properly and timely recorded or filed with appropriate governmental agencies in all material respects; (iii) the Mining Claims are free and clear of Liens, other than Permitted Liens and immaterial defects in title; and (iv) Golden Queen has no Knowledge of conflicting Mining Claims. Nothing in this Section 2.22 , however, shall be deemed to be a representation or a warranty that any of the Mining Claims contains a valuable discovery of minerals.

ARTICLE III - REPRESENTATIONS AND WARRANTIES OF THE PARTIES

          Each of the Parties (other than GQ California) hereby severally, and not jointly, represents and warrants, with respect to itself only, to each of the other Parties (other than GQ California) as follows, except in respect of Section 3.6 , which each of LUK Holdco, Gauss and Auvergne hereby severally, and not jointly, represents and warrants, with respect to itself only, to Golden Queen:

     3.1      Organization . Such Party is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of such Party’s organization.

     3.2      Authority . Such Party has all necessary corporate or other entity power and authority to execute and deliver this Agreement and to perform their respective obligations hereunder and to consummate the Transactions. The execution, delivery and performance by such Party of this Agreement, and the consummation by such Party of the Transactions, have been duly authorized and approved by their respective board of directors or managers and subject to the GQ Stockholder Approval in the case of Golden Queen, no other corporate or other entity action on the part of such Party is necessary to authorize the execution, delivery and performance by such Party of this Agreement and the consummation by such Party of the Transactions. This Agreement has been duly executed and delivered by such Party and, assuming due authorization, execution and delivery hereof by the other Parties, constitutes a legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to the Bankruptcy and Equity Exception.

     3.3      Non-contravention . Neither the execution and delivery of this Agreement by such Party nor the consummation by such Party of the Transactions, nor compliance by such Party with any of the terms or provisions hereof, will (a) violate or conflict with any provision of the Organizational Documents of such Party or (b) assuming that the authorizations, consents and approvals referred to in Section 3.4 are obtained and the filings referred to in Section 3.4 are made and assuming the GQ Stockholder Approval is obtained in the case of Golden Queen, (i) violate any Law, injunction, order, judgment, ruling or decree of any Governmental Entity applicable to such Party or (ii) violate, conflict with, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default), or give rise to a right of termination or cancellation, an acceleration of performance required, a loss of benefits, or the creation of any Lien upon any of the respective properties or assets of such Party under, any of the terms, conditions or provisions of any Contract or Permit to which such Party is a party, except, in the case of clause (ii) , for such violations, conflicts, defaults, terminations, cancellations, accelerations, losses and Liens as, individually and in the aggregate, would not reasonably be expected to prevent or materially delay the consummation of the Transactions.

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     3.4      Governmental Approvals . Except for (a) filings required under, and compliance with other applicable requirements of, the Exchange Act, and the rules of applicable stock exchanges and (b) filings with Governmental Authorities required under, and in compliance with other applicable requirements of, the Laws listed on Section 3.4 of the GQ Disclosure Schedule, no consents or approvals of, or filings, declarations or registrations with, any Governmental Entity are necessary for the execution and delivery of this Agreement by such Party and the consummation by such Party of the Transactions, except for such other consents, approvals, filings, declarations or registrations that, if not obtained, made or given, would not reasonably be expected, individually and in the aggregate, to prevent or materially delay the consummation of the Transactions.

     3.5      Brokers . Except for a finder fee payable by LUK to Apogee Global Advisors, Inc., no broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission, or the reimbursement of expenses, in connection with the Transactions based upon arrangements made by or on behalf of such Party.

     3.6      Investment . Gauss is acquiring the membership interests of GQ California for its own account as an investment without the present intent to sell, transfer or otherwise distribute the same to any other Person. Gauss acknowledges that the membership interests are not registered pursuant to the Securities Act and that none of the membership interests may be transferred, except pursuant to an effective registration statement under, or an applicable exception from registration under, the Securities Act. Gauss is an “accredited investor” as defined under Rule 501(a) promulgated under Regulation D of the Securities Act.

ARTICLE IV - ADDITIONAL COVENANTS AND AGREEMENTS

     4.1      Stockholders Meeting; Preparation of the Proxy Statement .

          (a)     Golden Queen shall, as soon as practicable after the proxy or information statement of Golden Queen containing information required by Regulation 14A under the Exchange Act (collectively with all amendments and supplements thereto, the “ Proxy Statement ”) is cleared by the SEC for mailing to the stockholders of Golden Queen, establish a record date for, duly call, give notice of, convene and hold a special meeting of stockholders of Golden Queen (including any adjournment or postponement thereof, the “ GQ Stockholders Meeting ”) for the purpose of obtaining the GQ Stockholder Approval. Golden Queen’s obligations pursuant to this Section 4.1(a) shall not be diminished or otherwise affected by (i) the receipt, disclosure or commencement of any Takeover Proposal (whether or not a Superior Proposal) or (ii) any proposed or actual change, qualification, withdrawal or modification of the GQ Board Recommendation, unless this Agreement is terminated in accordance with Section 6.1 .

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          (b)     Golden Queen shall, through the Board of Directors of Golden Queen, but subject to the right to make a GQ Adverse Recommendation Change in accordance with Section 4.2 , (i) recommend to the stockholders of Golden Queen that such stockholders give the GQ Stockholder Approval (the “ GQ Board Recommendation ”) and (ii) include the GQ Board Recommendation in the Proxy Statement; and Golden Queen shall use commercially reasonable efforts to solicit the GQ Stockholder Approval unless this Agreement is terminated in accordance with Section 6.1 .

          (c)     As soon as practicable following the date of this Agreement, Golden Queen shall (using its commercially reasonable efforts) prepare, and file with the SEC, a preliminary Proxy Statement, which shall comply as to form in all material respects with applicable requirements of the Exchange Act and with Canadian securities laws. Golden Queen shall use its commercially reasonable efforts to respond to any comments of the SEC or its staff and cause the Proxy Statement to be mailed to the stockholders of Golden Queen as soon as practicable after the Proxy Statement has been cleared by the SEC for mailing to the stockholders of Golden Queen. Except as otherwise prohibited by applicable law, Golden Queen shall notify LUK Holdco, Gauss and Auvergne promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Proxy Statement or for additional information and will supply LUK Holdco, Gauss and Auvergne with copies of all correspondence between Golden Queen or any of Golden Queen’s Representatives (as defined in Section 4.2 ), on the one hand, and the SEC or its staff, on the other hand, with respect to the Proxy Statement or the Transactions (and, to the extent practicable, Golden Queen and its counsel shall permit LUK Holdco, Gauss and Auvergne, and their respective counsel, to participate in all communications with the SEC and its staff (including all meetings and telephone conferences) with respect to the Proxy Statement or the Transactions). If at any time prior to the GQ Stockholders Meeting any event shall occur, or fact or information shall be discovered, that should be set forth in an amendment or supplement to the Proxy Statement so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Party that discovers such information shall promptly notify the other Parties and Golden Queen shall prepare and file with the SEC and the Canadian securities commission such amendment or supplement as promptly as practicable and, to the extent required by Law, cause such amendment or supplement to be disseminated to the stockholders of Golden Queen. LUK Holdco, Gauss and Auvergne shall cooperate with Golden Queen in the preparation of the Proxy Statement or any amendment or supplement thereto. Notwithstanding anything to the contrary stated above, prior to filing or mailing the Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or its staff with respect thereto, Golden Queen shall provide LUK Holdco, Gauss and Auvergne, and their respective counsel, with a reasonable opportunity to review and comment on such document or response and shall include in such document or response all comments reasonably proposed by LUK Holdco, Gauss and Auvergne, and their respective counsel, as the case may be.

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          (d)     Each of LUK Holdco, Gauss and Auvergne, severally and not jointly, represent and warrant that none of the information supplied or to be supplied by or with respect to LUK Holdco, Gauss and Auvergne, respectively, and the Transactions, in each case, specifically for inclusion or incorporation by reference in the Proxy Statement will, at the date it (and any amendment or supplement thereto) is first mailed to the stockholders of Golden Queen or at the time of the GQ Stockholders Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided , that no representation or warranty is made by LUK Holdco, Gauss and Auvergne with respect to information supplied by or on behalf of Golden Queen for inclusion or incorporation by reference in any of the foregoing.

     4.2      Takeover Proposals .

          (a)     Except as otherwise permitted by this Section 4.2 , Golden Queen shall not, and shall cause GQ California and any of Golden Queen’s Affiliates not to, and shall not authorize or permit its and its Affiliates’ respective officers, directors, employees, financial advisors and investment bankers, agents and representatives (collectively, “ Representatives ”) to, directly or indirectly, (i) solicit, facilitate or encourage, including by way of furnishing non-public information, the making of, or any inquiries regarding, or the making of any proposal that could reasonably be expected to lead to, a Takeover Proposal or (ii) engage in, continue or otherwise participate in any discussions or negotiations with any third party regarding a Takeover Proposal; provided, however, that if Golden Queen, GQ California or their respective Representatives receives, after the date of this Agreement and prior to receipt of the GQ Stockholder Approval, a written Takeover Proposal which was unsolicited and not involving a breach of this Agreement and that the Board of Directors of Golden Queen (or any authorized committee thereof) reasonably determines in good faith, after consultation with outside legal counsel and Maxit Capital LP or another outside financial advisor of national reputation, constitutes or could reasonably be expected to lead to a Superior Proposal, and the Board of Directors of Golden Queen reasonably determines in good faith, after consultation with outside legal counsel, that the failure to take such action would constitute a breach of Golden Queen’s directors’ fiduciary duties to Golden Queen or the stockholders of Golden Queen under applicable Law, then Golden Queen and GQ California and their respective Representatives may, prior to receipt of the GQ Stockholder Approval and after providing LUK Holdco and Gauss not less than 24 hours written notice of its intention to take such action, and subject to compliance with Golden Queen’s and GQ California’s obligations under this Section 4.2 , (A) furnish, pursuant to an Acceptable Confidentiality Agreement (as defined below), any information with respect to Golden Queen and GQ California to the Person (or group of Persons) making such Takeover Proposal (provided that Golden Queen shall concurrently provide to Auvergne, LUK Holdco and Gauss all information concerning Golden Queen or GQ California that is provided to any Person given such access which was not previously provided to LUK Holdco, Gauss or their respective Representatives) and (B) engage and participate in discussions and negotiations with such Person (or group of Persons) regarding such Takeover Proposal. Golden Queen shall provide Auvergne, LUK Holdco and Gauss with a correct and complete copy of each confidentiality agreement entered into pursuant to this Section 4.2 within twenty four (24) hours of the execution thereof. Golden Queen shall not enter into any confidentiality agreement with any Person which prohibits Golden Queen from complying with its obligations to Auvergne, LUK Holdco and Gauss under this Section 4.2 . Without limiting any of the foregoing, it is understood that any violation of this Section 4.2 by Golden Queen’s Subsidiaries or Representatives shall be deemed to be a breach of this Section 4.2 by Golden Queen.

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          (b)     Except as permitted by this Section 4.2(b) , neither the Board of Directors of Golden Queen nor any committee thereof shall (i)(1) withdraw, qualify or change, or publicly propose to withdraw, qualify or change, in a manner adverse to Gauss, the GQ Board Recommendation or (2) approve or recommend a Takeover Proposal (any action described in this clause (i) being referred to as a “ GQ Adverse Recommendation Change ”) or (ii) authorize or permit Golden Queen or any of its Subsidiaries to enter into any merger, acquisition, share exchange or other agreement with respect to any Takeover Proposal (other than a confidentiality agreement in accordance with this Section 4.2 ) (each, a “ GQ Acquisition Agreement ”). Notwithstanding the foregoing, prior to receipt of the GQ Stockholder Approval (A) the Board of Directors of Golden Queen may withdraw, qualify or change, in a manner adverse to Gauss, the GQ Board Recommendation in response to an Intervening Event (as defined below) if such Board reasonably determines in good faith, after consultation with outside legal counsel, that the failure to take such action would constitute a breach of Golden Queen’s directors’ fiduciary duties to Golden Queen and the shareholders of Golden Queen under applicable Law, and (B) if the Board of Directors of Golden Queen receives a Takeover Proposal that the Board of Directors of Golden Queen reasonably determines in good faith, after consultation with outside legal counsel and Maxit Capital LP or another outside financial advisor of national reputation, constitutes a Superior Proposal, Golden Queen may make a GQ Adverse Recommendation Change with respect to such Superior Proposal and/or Golden Queen or its Subsidiaries may enter into a GQ Acquisition Agreement with respect to such Superior Proposal if, in the case of a GQ Acquisition Agreement, Golden Queen shall have, concurrently with such entry into such GQ Acquisition Agreement, terminated this Agreement pursuant to Section 6.1(d)(ii) and paid to LUK Holdco and Auvergne the GQ Termination Fee due under Section 6.3(b) ; provided , however , that no GQ Adverse Recommendation Change, entry into any GQ Acquisition Agreement and/or termination of this Agreement by Golden Queen pursuant to Section 6.1(d)(ii) , shall be made until after the fifth Business Day following Auvergne’s, LUK Holdco’s and Gauss’s receipt of written notice from Golden Queen (a “ 4.2 Notice ”) advising Auvergne, LUK Holdco and Gauss that the Board of Directors of Golden Queen intends to make such GQ Adverse Recommendation Change, enter into such GQ Acquisition Agreement and/or terminate this Agreement pursuant to Section 6.1(d)(ii) and specifying, as applicable, the Intervening Event, the terms and conditions of (and the identity of the Person or group of Persons making) the Superior Proposal, a summary of the value and financial terms that the Board of Directors of Golden Queen, after consultation with outside legal counsel and Maxit Capital LP or another outside financial advisor of national reputation, determined should be ascribed to any non-cash consideration offered under such Superior Proposal, and including copies of all materials described in Section 4.2(d)(ii) (it being understood and agreed that any amendment to the financial terms or other material terms or conditions of such Superior Proposal shall require a new 4.2 Notice and a new five (5) Business Day period); and during such period, if requested by Auvergne, LUK Holdco and Gauss, Golden Queen shall engage in good faith negotiations with Auvergne, LUK Holdco and Gauss to amend this Agreement in a manner such that the failure by the Board of Directors of Golden Queen to make a GQ Adverse Recommendation Change or to so terminate this Agreement would not be inconsistent with its fiduciary duties under applicable Law; and in determining whether to make any such GQ Adverse Recommendation Change or termination (and whether the relevant Takeover Proposal still constitutes a Superior Proposal), the Board of Directors of Golden Queen shall take into account any changes to the terms of this Agreement proposed by Auvergne, LUK Holdco and Gauss.

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          (c)     In addition to the other obligations of Golden Queen set forth in this Section 4.2 :

               (i)     Except as otherwise previously agreed to in writing by Golden Queen and LUK Holdco, Golden Queen shall, and shall cause GQ California and Representatives to, cease immediately and cause to be terminated any and all existing discussions or negotiations with any third party or its representatives or financing sources conducted prior to the date of this Agreement with respect to any Takeover Proposal, and Golden Queen shall promptly require that each Person (other than LUK Holdco) that has executed a confidentiality agreement within the 12-month period prior to the date of this Agreement in connection with consideration of any potential Takeover Proposal, to the extent required by such confidentiality agreement, to return to Golden Queen or destroy all confidential information heretofore furnished to such Person by or on behalf of Golden Queen or GQ California and all analyses and other materials prepared by or on behalf of such Person that contains, reflects or analyzes that information; and

               (ii)     Golden Queen shall promptly advise Auvergne, LUK Holdco and Gauss in writing, and in no event later than twenty four (24) hours after receipt, if any proposal, offer or inquiry is received by, any information is requested from, or any discussions or negotiations are sought to be initiated or continued with, Golden Queen, GQ California or Representatives in respect of a Takeover Proposal, and shall, in such notice to LUK Holdco and Gauss, indicate the identity of the Person or group of Persons making such proposal, offer, inquiry or request and the terms and conditions of such proposal or offer and the nature of such inquiry or request (and shall include with such notice copies of any draft agreements, financing commitment letters and other written materials and correspondence received from or on behalf of such Person or group of Persons relating to such proposal, offer, inquiry or request), and thereafter shall promptly keep Auvergne, LUK Holdco and Gauss fully informed of all material developments affecting the status and terms and conditions of such proposal, offer, inquiry or request (and Golden Queen shall provide Auvergne, LUK Holdco and Gauss with copies of any additional drafts of agreements, financing commitment letters and other written materials and correspondence received that relate thereto) and of the status of discussions or negotiations.

          (d)     As used in this Agreement:

               (i)     “ Acceptable Confidentiality Agreement ” shall mean any confidentiality agreement entered into after the date of this Agreement that contains provisions that are no less favorable in the aggregate to Golden Queen (and no less restrictive in any material respect with respect to the conduct of the Person to whom information is disclosed) than those contained in the Confidentiality Agreement, dated as of October 18, 2013, by and between LUK Holdco and Golden Queen.

               (ii)     “ Intervening Event ” shall mean a material event or development with respect to Golden Queen that was not known to the Board of Directors of Golden Queen on the date of this Agreement (or if known, the material consequences of which are not known to or reasonably foreseeable by such Board of Directors as of the date of this Agreement), which event or development (or any material consequences thereof) becomes known to the Board of Directors of Golden Queen prior to receipt of the GQ Stockholder Approval; provided, however, that in no event shall (A) the receipt, existence or terms of a Takeover Proposal or (B) any announcements, approvals, issuances, or regulations of any Governmental Entity constitute an Intervening Event.

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               (iii)     “ Superior Proposal ” shall mean any bona fide written offer made by a third-party to Golden Queen or any of its Subsidiaries after the date of this Agreement and not involving a breach of this Agreement, to (A) acquire, directly or indirectly, all or substantially all of the equity securities of Golden Queen or its Subsidiaries or all or substantially all of the assets of Golden Queen and its Subsidiaries on a consolidated basis, or (B) enter into any joint venture, property acquisition, equity investment, or other transaction resulting in the disposal by Golden Queen of at least fifty percent (50%) of the Soledad Mountain Project, the assets of Golden Queen or the assets of GQ California, in each case, which offer (i) is not subject to a financing or due diligence contingency and (ii) is otherwise on terms and conditions which the Board of Directors of Golden Queen reasonably determines in good faith, after consultation with outside legal counsel and an outside financial advisor of national reputation, to be more favorable from a financial point of view to the holders of capital stock of Golden Queen than the Transactions, taking into account all the terms and conditions of such proposal (including the likelihood and timing of consummation thereof based upon, among other things, the availability of financing and the expectation of obtaining required approvals) and this Agreement (including any changes to the terms of this Agreement committed to by the Parties in writing).

               (iv)     “ Takeover Proposal ” shall mean any inquiry, proposal or offer from any Person (other than LUK Holdco, Gauss or Auvergne) or group of Persons relating to, in a single transaction or series of related transactions, any (A) acquisition of assets of Golden Queen or GQ California (including securities of GQ California, but excluding sales of assets in the ordinary course of business) equal to twenty percent (20%) or more of Golden Queen’s consolidated assets or to which twenty percent (20%) or more of Golden Queen’s revenues or earnings on a consolidated basis are attributable, (B) acquisition of beneficial ownership (within the meaning of Section 13 under the Exchange Act) of twenty percent (20%) or more of the outstanding capital stock of Golden Queen or GQ California, (C) tender offer or exchange offer that if consummated would result in any Person (or “group,” as defined under Section 13 of the Exchange Act) beneficially owning twenty percent (20%) or more of the outstanding capital stock of Golden Queen or GQ California, (D) merger, consolidation, share exchange, plan of arrangement, business combination, recapitalization, liquidation, dissolution or similar transaction involving Golden Queen or GQ California, or (E) any joint venture, property acquisition, option, equity investment in, or other transaction related to an acquisition of the Soledad Mountain Project or other assets of Golden Queen or GQ California; in each case, other than the Transactions.

     4.3      Commercially Reasonable Efforts .

          (a)     Subject to the terms and conditions of this Agreement, each of the Parties shall cooperate with the other Parties and use (and shall cause their respective Subsidiaries to use) its respective commercially reasonable efforts to promptly obtain all approvals, consents, registrations, permits, authorizations and other confirmations required with respect to such Party from Persons in connection with the Transactions ( provided, however, that no Party shall be obligated to pay any consideration (or grant any financial accommodation) to any Person from whom any such approval, consent or other confirmation is requested).

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          (b)     In furtherance and not in limitation of the foregoing, Golden Queen shall file with the Toronto Stock Exchange (“ TSX ”) a notice in the form required by TSX rules to request acceptance of the Transactions as promptly as practicable and in any event within ten (10) Business Days of the date of this Agreement, and the other Parties shall provide as promptly as practicable such assistance as Golden Queen reasonably requests for the purposes of such filing, and after such filing each of the Parties shall supply as promptly as practicable any additional information and documentary material that Golden Queen may reasonably request and use its commercially reasonable efforts to take, or cause to be taken, all other actions Golden Queen may reasonably request consistent with this Section 4.3 necessary to obtain such approval.

          (c)     Each of the Parties shall use its commercially reasonable efforts to (i) cooperate in all respects with each other in connection with any filing or submission by a Party with a Governmental Entity in connection with the Transactions and in connection with any investigation or other inquiry by or before a Governmental Entity relating to the Transactions, including any proceeding initiated by a private party, and (ii) keep the other Parties informed in all material respects and on a reasonably timely basis of any material communication received by such Party from, or given by such Party to, such Governmental Entity and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the Transactions. Subject to applicable Laws relating to the exchange of information, each of the Parties shall (1) have the right to review in advance, and to the extent practicable each shall consult the other on, all the information relating to the Transactions or the other Parties that appears in any filing made by a Party with, or written materials submitted to, any third party and/or any Governmental Entity in connection with the Transactions and the Rights Offering Transactions, and (2) to the extent allowed by the applicable Governmental Entity, consult with the other Parties hereto in advance of any meeting or conference with, the Federal Trade Commission, the Antitrust Division of the Department of Justice or such Governmental Entity relating to the Transactions and give the other Parties the opportunity to attend and participate in such meetings.

     4.4      Conduct of Business .

          (a)     Except as expressly permitted or required by this Agreement or as required by applicable Law, during the period from the date of this Agreement until the Closing Date, unless LUK Holdco, Gauss and Auvergne otherwise consents in writing (which consent shall not be unreasonably withheld, delayed or conditioned), (1) Golden Queen and GQ California shall, and shall cause GQ Holdco to, conduct GQ California’s business in all material respects in the ordinary course consistent with past practice and, to the extent consistent with the foregoing, to use reasonable efforts to maintain existing relationships with customers, suppliers, licensors, licensees, employees, consultants and other Persons with whom Golden Queen or GQ California have material business relationships.

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          (b)     Without limiting the generality of the foregoing, without the prior written consent of LUK Holdco and Auvergne, GQ California shall not, and Golden Queen shall not permit GQ California to, and Golden Queen shall not permit GQ Holdco to permit GQ California to:

               (i)     issue, sell or grant any shares of GQ California’s capital stock or equity interests, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any shares of its capital stock or equity interests, or any warrants, options or right to purchase or acquire any shares of its capital stock or equity interests or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any shares of its capital stock or equity interests;

               (ii)     redeem, purchase or otherwise acquire any of GQ California’s outstanding shares of capital stock or equity interests, or any rights, warrants or options to acquire any shares of its capital stock or equity interests;

               (iii)     declare, set aside for payment or pay any dividend on, or make any other distribution (whether in cash, stock or property) in respect of, any shares of GQ California’s capital stock or equity interests or otherwise make any payments to its stockholders or other equity-holders in their capacity as such;

               (iv)     split, combine, subdivide or reclassify any shares of GQ California’s capital stock;

               (v)     amend, modify, make, change or revoke any material Tax election; enter into any Tax sharing, Tax indemnity or closing agreement pursuant to Section 7121 of the Code (or any similar provision of Law), settle or compromise any material Tax Claim, notice, audit report or assessment; file any material amended Tax Returns; materially amend, modify or make any change to (or make a request to change) its Tax accounting or reporting principles, periods, methods or practices; surrender any claim for a refund of Taxes; file any Tax Return other than one prepared in the ordinary course of business; or consent to any extension or waiver of the limitation period applicable to any Tax Return, Tax Claim or assessment;

               (vi)     incur or assume any indebtedness for borrowed money, issue or sell any debt securities, or guarantee any indebtedness (or enter into any “keep well” or other Contract to maintain any financial statement condition) of another Person; provided , however , that GQ California may incur indebtedness for borrowed money to fund interim capital and administrative expenses prior to Closing if such indebtedness is incurred on commercially reasonable terms with the prior written consent of Gauss (“Interim Advances”);

               (vii)     make any loans or advances to any Person, except travel and similar advances to its employees, and advances to customers, in each case, made in the ordinary course of business consistent with past practice;

               (viii)     except (x) to the extent required under any GQ Benefit Plan as in effect on the date hereof or (y) as required by applicable Law: (A) enter into any collective bargaining agreement, or (B) adopt, amend or terminate any GQ Benefit Plan (or any plan, program, agreement or arrangement that would be a GQ Benefit Plan if in effect on the date hereof);

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               (ix)     sell, dispose of or otherwise transfer (by merger or otherwise), lease out or license out, or pledge, mortgage or otherwise encumber, any of its material properties or assets, except Permitted Liens;

               (x)     directly or indirectly acquire (A) by merging or consolidating with, or by purchasing all or any substantial amount of the capital stock or equity interest in, any Person (or a division or business of any Person), or (B) except in the ordinary course of business consistent with past practice, any assets for consideration in excess of US$1,000,000.00 in the aggregate;

               (xi)     adopt a plan or agreement of complete or partial liquidation or dissolution; or

               (xii)     agree to take any of the foregoing actions or any action which would reasonably be expected to prevent, or materially delay or impede, the satisfaction of any of the conditions set forth in Article V .

     4.5      Public Announcements . The initial press release with respect to the execution of this Agreement shall be a joint press release to be reasonably agreed upon by the Parties. Thereafter, no Party shall issue or cause the publication of any press release or other public announcement (to the extent not previously issued or made in accordance with this Agreement) with respect to this Agreement or the Transactions without the prior consent of the other Parties (which consent shall not be unreasonably withheld or delayed), except as may be required by Law or by any applicable listing agreement with a national securities exchange as determined in the good faith judgment of the Party proposing to make such release (in which case such Party shall not issue or cause the publication of such press release or other public announcement without prior consultation with the other Parties) or subject to compliance with this Agreement, in connection with the Proxy Statement.

     4.6      Access to Information; Confidentiality .

          (a)     Golden Queen and GQ California shall afford to LUK Holdco, Gauss and Auvergne and their respective representatives reasonable access to Golden Queen’s and GQ California’s properties, Contracts, books and records, correspondence, personnel, representatives, accountants and advisors, and furnish promptly to LUK Holdco, Gauss and Auvergne such other information concerning Golden Queen’s and GQ California’s businesses and properties as LUK Holdco, Gauss or Auvergne may reasonably request; provided , that LUK Holdco, Auvergne and their respective representatives shall conduct such activities in such a manner as not to interfere unreasonably with the operations of Golden Queen and GQ California.

          (b)     No investigation, or information received, pursuant to this Section 4.6 or otherwise will (i) modify any of the representations and warranties of the Parties or cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) affect the remedies available to, or the conditions in Article V to the obligations of, the Party receiving such information.

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          (c)     The Confidentiality Agreement by and between LUK Holdco and Golden Queen dated October 18, 2013, shall remain in full effect.

     4.7      Notification of Certain Matters . Each Party shall give prompt notice to the other Parties of (a) any notice or other communication received by such Party from any Governmental Entity in connection with the Transactions, (b) any notice or other communication received by such Party from any Person alleging that the consent of such Person is or may be required in connection with the Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent would reasonably be expected to be material to the Parties, (c) any actions, suits, claims, investigations or proceedings commenced or, to the knowledge of such Party, threatened against, relating to or involving or otherwise affecting such Party or any of its Subsidiaries which relate to the Transactions, and (d) the discovery of any fact, circumstance or failure to perform, or the occurrence or non-occurrence of any event, which, individually or in the aggregate, if the same were occurring or continuing as of the Closing Date, would give rise to the failure to be satisfied of a condition set forth in Sections 5.2(a) , 5.2(b) , 5.2(c) , 5.3(a) or 5.3(b) , as applicable.

     4.8      Restructuring . Golden Queen shall, after the date hereof but prior to the Closing Date, incorporate GQ Holdco and contribute all of the Equity Interests of GQ California into GQ Holdco. Golden Queen shall cause GQ Holdco to take all necessary and advisable steps to (a) convert GQ California into a California limited liability company and continue its existence and conduct of business as presently conducted and contemplated to be conducted, (b) assume the GQ California Inter-corporate Debt in exchange for limited liability company units of GQ California following its conversion into a limited liability company on or before the Closing Date and (c) adopt the JV Operating Agreement on and as of the Closing Date.

     4.9      Termination of Related Party Transactions . On or prior to the Closing Date, GQ California shall (i) terminate all Contracts with GQ Holdco, Golden Queen or their respective Affiliates, including those Contracts set forth in Section 2.17 of the GQ Disclosure Schedule, and (ii) deliver releases executed by, as applicable, GQ Holdco, Golden Queen or their respective Affiliates with whom GQ California has terminated such Contracts pursuant to this Section 4.9 , providing that no further payments are due, or may become due, under or in respect of any such terminated Contracts; provided , that in no event shall GQ California pay any fee or otherwise incur any expense or financial exposure with respect to any such termination or release; provided , further , that this Section 4.9 shall not require the termination of any employment-related agreement with any employee of GQ California.

     4.10      Tax Matters .

          (a)      Filing of Tax Returns; Payment of Taxes . Golden Queen shall prepare, or cause to be prepared, and file or cause to be filed, all Tax Returns of GQ California due on or prior to the Closing Date, and Golden Queen shall pay or cause to be paid all Taxes owing in respect thereof. All such Tax Returns shall be prepared in a manner consistent with past practice, except as otherwise required by Law. Golden Queen shall provide, or cause to be provided, copies of completed drafts of such Tax Returns to LUK Holdco, Gauss and Auvergne at least twenty (20) days prior to the due date for filing thereof, along with supporting work papers, for review and comment by LUK Holdco, Gauss and Auvergne. Golden Queen shall consider, in good faith, any such comments.

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          (b)      Tax Allocation . In any case in which a Tax is assessed with respect to a taxable period (or portion thereof) ending on or prior to the Closing Date (“ Pre-Closing Tax Period ”), the amount of such Taxes, if any, shall be allocated (directly or indirectly) to GQ Holdco for the period up to and including the Closing Date. Any allocation of Taxes (other than property and ad valorem Taxes) attributable to a Pre-Closing Tax Period shall be made by means of a closing of the books and records of GQ California and GQ Holdco, as applicable, as of the Closing Date; provided, however, that exemptions, allowances or deductions that are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the Pre-Closing Tax Period and the taxable period beginning on the day following the Closing Date (“ Post-Closing Tax Period ”) in proportion to the number of days in each such period. With respect to any property or ad valorem Tax, such Tax shall be allocated between the Pre-Closing Tax Period and the Post-Closing Tax Period in proportion to the number of days in such period. GQ Holdco shall pay or cause to be paid to the relevant Taxing Authority the amount of Taxes owed by GQ Holdco (directly or indirectly) pursuant to this Section 4.10(b) on or before the due date for the payment of Taxes on any Tax Returns due after the Closing.

          (c)      Transfer Taxes . All sales, use, stamp, documentary, filing, recording, transfer or similar fees or Taxes or governmental charges as levied by any Governmental Entity (including any interest and penalties) in connection with the transactions contemplated by this Agreement (collectively, the “ Transfer Taxes ”) will be paid fifty percent (50%) by Golden Queen and fifty percent (50%) by Gauss when due.

     4.11      Post-Closing Covenants . Golden Queen agrees that, in the event that LUK Holdco purchases any capital stock of Golden Queen pursuant the Rights Offering Backstop, Golden Queen shall provide to LUK Holdco, and shall cause each Subsidiary to provide to LUK Holdco, all information available to Golden Queen with respect to Golden Queen and each Subsidiary which is reasonably requested by LUK Holdco to enable LUK Holdco (or its direct or indirect owners) to comply with its (or their) United States federal income tax reporting obligations, including but not limited to rules relating to controlled foreign corporations and passive foreign investment companies (“ PFICs ”). Such assistance shall include providing information available to Golden Queen which is reasonably requested by LUK Holdco to enable LUK Holdco (or its direct or indirect owners) to comply with its obligations under Code Sections 1248, 1298(f), 6038, 6038B, 6038D, 6046 and 6046A, including information relating to earnings and profits as computed for United States federal income tax purposes. After the end of each taxable year, Golden Queen shall determine with respect to such taxable year if it is a controlled foreign corporation or a PFIC or if any of its Subsidiaries that is a foreign corporation for United States federal income tax purposes is a controlled foreign corporation or a PFIC, and if Golden Queen determines that Golden Queen is a PFIC for such taxable year, Golden Queen shall permit and cause each such Subsidiary which is determined to be a PFIC to permit LUK Holdco to make a qualified electing fund election with respect to its direct or indirect interest in such corporation pursuant to Section 1295 of the Code, and Golden Queen shall furnish or cause each such Subsidiary to furnish to LUK Holdco no later than sixty (60) days following the date such determination is made the relevant PFIC annual information statement pursuant to Treasury Regulation Section 1.1295 -1(g).

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     4.12      Rights Offering . Subject to the terms and conditions of this Agreement and receipt of the approvals required from Governmental Entities and the TSX, and unless otherwise agreed in writing by Gauss, Golden Queen shall, no later than 30 days following the Closing Date, commence a rights offering by filing a registration statement with the SEC and a preliminary prospectus with certain of the securities commissions in Canada in relation thereto to provide gross proceeds to Golden Queen in an amount of up to forty-five million U.S. Dollars (US$45,000,000.00) providing shareholders with the opportunity to purchase additional capital stock in Golden Queen at a price determined by Golden Queen, in accordance with the terms set forth in the Rights Offering Term Sheet (the “ Rights Offering ”). LUK Holdco and Auvergne have agreed to purchase any capital stock of Golden Queen not acquired by the Golden Queen shareholders in such Rights Offering (the “ Rights Offering Backstop ”) on the terms and subject to the conditions set forth in the Rights Offering Commitment Agreement. Payment of the Commitment Fee is conditioned on Closing occurring, the Commitment Fee shall be due and payable at Closing, and the Commitment Fee shall be non-refundable when paid (regardless of the aggregate offering amount and whether or not the Rights Offering is consummated). Notwithstanding the foregoing, Golden Queen may, at its option, close the Rights Offering at any time within nine (9) months after the Closing Date (subject to extension as set forth in the JV Operating Agreement), but in no event earlier than September 30, 2014.

     4.13      Distribution at Closing . Golden Queen, GQ California, Auvergne, LUK Holdco and Gauss agree that, substantially concurrently with the Closing on the Closing Date, Gauss and GQ Holdco shall cause GQ California to, and GQ California shall, make a distribution in an aggregate amount of ten million U.S. Dollars (US$10,000,000.00) to GQ Holdco and Gauss in accordance with the distribution preferences set forth in the JV Operating Agreement. In addition, Golden Queen (for itself and on behalf of GQ Holdco), directs GQ California to withhold an amount equal to the Commitment Fee from the proceeds that would otherwise be distributed to GQ Holdco, and to pay such amount to LUK Holdco and Auvergne in accordance with Section 1.1(d) . Golden Queen (for itself and on behalf of GQ Holdco) acknowledges and agrees that the direction referenced in the preceding sentence is for administrative convenience only, and that the distribution described in this Section 4.13 shall, regardless of the foregoing direction, be deemed to have been received in full by GQ Holdco.

     4.14      Further Assurances . Subject to the terms and conditions of this Agreement, each Party shall (at its own cost and expense, except as provided in Section 6.3 ) at any time and from time to time, upon reasonable request, (a) do, execute, acknowledge and deliver, and cause to be done, executed, acknowledged and delivered, all such further acts, transfers or assignments as may be reasonably required to consummate the Transactions in accordance with the terms hereof and to cause to be fulfilled the closing conditions set forth in Article V , and (b) take such other actions as may be reasonably required in order to carry out the intent of or otherwise implement or give effect to this Agreement; provided , that in no event shall any Party be required to take any action which (i) increases in any way the liability or obligations of such Party, (ii) in the opinion of its counsel, is unlawful or would or could constitute a violation of any applicable Law or require the approval of any Governmental Entity or (iii) could reasonably be expected to prevent or materially impede, interfere with or delay the Transactions.

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ARTICLE V - CONDITIONS PRECEDENT

     5.1      Conditions to Each Party’s Obligations to Effect the Transactions . The respective obligations of each Party to consummate the Transactions shall be subject to the satisfaction (or, to the extent permitted under Law, waiver by the Parties) on or prior to the Closing Date of the following conditions: (a) GQ Stockholder Approval . The GQ Stockholder Approval shall have been received.

          (b)      Regulatory Approvals . All consents, approvals, and other authorizations required from a Governmental Entity and the TSX for the consummation of the Transactions shall have been obtained.

          (c)      No Restraints . No Law, injunction, order, judgment, ruling or decree enacted, promulgated, issued, entered, amended or enforced by any Governmental Entity (collectively, “ Restraints ”) of competent jurisdiction located in the United States, Canada or any other jurisdiction in which the Parties or any of their respective Subsidiaries engages in material business activities, shall be in effect enjoining, restraining, preventing or prohibiting consummation of the Transactions or making the consummation of the Transactions illegal.

     5.2      Additional Conditions to Obligations of LUK Holdco and Auvergne to Consummate the Transactions . The obligations of LUK Holdco, Gauss and Auvergne to effect the Transactions are further subject to the satisfaction (or, to the extent permitted under Law, waiver by LUK Holdco, Gauss and Auvergne) on or prior to the Closing Date of the following conditions:

          (a)      Representations and Warranties . (i) The representations and warranties of Golden Queen contained in Sections 2.1 , 2.2 , 2.3 , 2.4 , 2.6 , 2.16(a) and 2.16(b) shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date as if made on and as of the Closing Date; and (ii) all other representations and warranties of Golden Queen contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date as if made on and as of the Closing Date (or, to the extent given as of a specific date, as of such date), except (in the case of this clause (ii)) for such failures to be true and correct that, individually and in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

          (b)      Performance of Obligations of Golden Queen and GQ California . Each of Golden Queen and GQ California shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.

          (c)      No MAE . Since the date of this Agreement, there shall not have been a Material Adverse Effect with respect to GQ California.

          (d)      Certificate . LUK Holdco and Auvergne shall have received a certificate of an executive officer of each of Golden Queen and GQ California, dated the Closing Date, certifying on behalf of Golden Queen and GQ California that the conditions specified in Section 5.2(a) , Section 5.2(b) and Section 5.2(c) have been satisfied.

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          (e)      Closing Deliverables . The deliverables set forth in Section 1.3 shall have been delivered.

          (f)      Conversion . GQ California shall have been converted into a California limited liability company in accordance with Section 4.8 .

     5.3      Additional Conditions to Obligations of Golden Queen and GQ California to Consummate the Transactions . The obligation of Golden Queen and GQ California to consummate the Transactions is further subject to the satisfaction (or, to the extent permitted under Law, waiver by Golden Queen and GQ California) on or prior to the Closing Date of the following conditions:

          (a)      Representations and Warranties . The representations and warranties of LUK Holdco, Gauss and Auvergne, respectively, contained in Sections 3.1 , 3.2 , 3.3 , 3.4 and 3.5 with respect to each such Party shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date as if made on and as of the Closing Date; and all other representations and warranties of LUK Holdco, Gauss and Auvergne contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Material Adverse Effect, shall have been true and correct as of the date of this Agreement and shall be true and correct on and as of the Closing Date as if made on and as of the Closing Date (or, to the extent given as of a specific date, as of such date), except for such failures to be true and correct that, individually and in the aggregate, do not prevent LUK Holdco, Gauss or Auvergne from consummating the Transactions.

          (b)      Performance of Obligations of LUK Holdco, Gauss and Auvergne . Each of LUK Holdco, Gauss and Auvergne shall have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date.

          (c)      Certificate . Golden Queen shall have received a certificate of an executive officer of each of LUK Holdco, Gauss and Auvergne, dated the Closing Date, certifying on behalf of each such Party that the conditions specified in Section 5.3(a) and Section 5.3(b) have been satisfied.

          (d)      Closing Deliverables . The deliverables set forth in Section 1.4 , 1.5 and 1.6 shall have been delivered.

ARTICLE VI - TERMINATION

     6.1      Termination . This Agreement may be terminated and the Transactions abandoned at any time prior to the Closing Date, whether before or after receipt of the GQ Stockholder Approval:

          (a)     by the unanimous written consent of the Parties; or

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          (b)     by any of the Parties, if:

               (i)     the Transactions shall not have been consummated on or before December 31, 2014 (the “ Outside Date ”); provided , however , that the right to terminate this Agreement pursuant to this Section 6.1(b)(i) shall not be available to any Party whose material breach of this Agreement has been the principal cause of the failure of the Transactions to be consummated on or before the Outside Date; or (ii) any Restraint having the effect set forth in Section 5.1(c) shall be in effect and shall have become final and non-appealable; provided , however , that the right to terminate this Agreement pursuant to this Section 6.1(b)(ii) shall not be available to any Party whose material breach of this Agreement has been the principal cause of the issuance of such final, non-appealable Restraint; or (iii) the GQ Stockholder Approval shall not have been obtained at the GQ Stockholders Meeting duly convened therefor or at any adjournment or postponement thereof; provided , however , that the right to terminate this Agreement pursuant to this Section 6.1(b)(iii) shall not be available to Golden Queen if it has failed to comply in all material respects with its obligations under Sections 4.1 and 4.2 ; or (c) by LUK Holdco, if: (i) (A) a material failure to perform or breach of any of Golden Queen’s or any of its Subsidiaries’ covenants or agreements set forth in Section 4.1 or Section 4.2 of this Agreement shall have occurred or (B) a failure to perform or breach of any of the Golden Queen’s or GQ California’s representations, warranties, covenants or agreements set forth in this Agreement shall have occurred, which breach or failure to perform (1) would (if it occurred or was continuing as of the Closing Date) give rise to the failure to be satisfied of a condition set forth in Sections 5.2(a) , 5.2(b) or 5.2(e) and (2) cannot be cured by the Golden Queen or GQ California by the Outside Date or, if capable of being cured by Golden Queen or GQ California by the Outside Date, shall not have been cured within twenty (20) calendar days following receipt of written notice from LUK Holdco of such its intention to terminate this Agreement pursuant to this Section 6.1(c)(i) and the basis for such termination; or

               (ii)     (A) a GQ Adverse Recommendation Change shall have occurred; (B) Golden Queen shall have failed to include the GQ Board Recommendation in the Proxy Statement; or (C) the Board of Directors of Golden Queen or an authorized committee thereof (1) shall not have rejected any publicly disclosed Takeover Proposal within ten (10) days of the making thereof (including for these purposes by taking no position with respect to the acceptance by Golden Queen stockholders of a tender offer or exchange offer which shall constitute a failure to reject such Takeover Proposal) and (2) shall have failed to publicly reconfirm the GQ Board Recommendation within five (5) days after receipt of a written request from LUK Holdco that it do so following the making by any Person of a publicly disclosed Takeover Proposal; or

          (d)     by Golden Queen and GQ California if:

               (i)     a failure to perform or breach of any of LUK Holdco’s, Gauss’s or Auvergne’s representations, warranties, covenants or agreements set forth in this Agreement shall have occurred, which breach or failure to perform (1) would (if it occurred or was continuing as of the Closing Date) give rise to the failure to be satisfied of a condition set forth in Sections 5.3(a) , 5.3(b) or 5.3(d) and (2) cannot be cured by LUK Holdco, Gauss or Auvergne by the Outside Date or, if capable of being cured by LUK Holdco, Gauss or Auvergne by the Outside Date, shall not have been cured within twenty (20) calendar days following receipt of written notice from Golden Queen stating Golden Queen’s intention to terminate this Agreement pursuant to this Section 6.1(d)(i) and the basis for such termination; or

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               (ii)     prior to the receipt of the GQ Stockholder Approval, in order to enter into a transaction that is a Superior Proposal in accordance with Section 4.2 , if concurrently with such termination Golden Queen enters into a definitive GQ Acquisition Agreement providing for such Superior Proposal and prior to or concurrently with such termination Golden Queen shall have paid to LUK Holdco the GQ Termination Fee due under Section 6.3(b) .

     6.2      Effect of Termination . In the event of the termination of this Agreement as provided in Sections 6.1(b) , 6.1(c) or 6.1(d) , written notice thereof shall be given to the other Parties, specifying the provision hereof pursuant to which such termination is made, and this Agreement shall forthwith become null and void (other than the Confidentiality Agreement in accordance with its terms, this Section 6.2 , Section 4.6(b) , Section 6.3 and Article VII , all of which shall survive termination of this Agreement), and there shall be no liability on the part of the Parties or their respective directors, officers and Affiliates, except (i) as provided in Section 6.3 , and (ii) nothing shall relieve any Party from liability for fraud or any willful breach of this Agreement.

     6.3      Fees and Expenses .

          (a)     Except as otherwise provided below in this Section 6.3 , whether or not the Transactions and the Rights Offering Transactions are consummated, all fees and expenses incurred in connection with this Agreement, the Transactions and the Rights Offering Transactions shall be paid by the Party incurring such fees or expenses.

          (b)     If after the date of this Agreement:

               (i)     (1) a Takeover Proposal shall have been made to Golden Queen (or to Golden Queen’s stockholders generally), or any Person shall have announced (or otherwise made known to the Board of Directors of Golden Queen) an intention (whether or not conditional) to make a Takeover Proposal, and

          (2)     following the occurrence of an event described in the preceding clause (1), this Agreement shall have been terminated (A) by Golden Queen or LUK Holdco pursuant to Section 6.1(b)(i) or Section 6.1(b)(iii) , or (B) by LUK Holdco pursuant to Section 6.1(c)(i) in a circumstance not covered by Section 6.3(b)(ii)(A), and

          (3)     within six (6) months of the date this Agreement is terminated as described in the preceding clause (2), Golden Queen enters into a definitive GQ Acquisition Agreement with respect to, or consummates a transaction contemplated by, the Takeover Proposal referenced in Section 6.3(b)(i)(1) ( provided , that for purposes of this clause (3), the references to “twenty percent (20%)” in the definition of Takeover Proposal shall be deemed to be references to “fifty percent (50%)”); or

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               (ii)     this Agreement shall have been terminated by LUK Holdco (A) prior to the GQ Stockholders Meeting pursuant to Section 6.1(c)(i) and Golden Queen’s breach or failure triggering such termination shall have been a material breach of (or failure to comply with) Golden Queen’s obligations under Section 4.1 or Section 4.2 , or (B) pursuant to Section 6.1(c)(ii) ; or

               (iii)     this Agreement shall have been terminated by Golden Queen pursuant to Section 6.1(d)(ii) ; then, Golden Queen shall pay, as liquidated damages and not as a penalty, 67.5% of the GQ Termination Fee to LUK Holdco by wire transfer of immediately available funds to an account to be designated by LUK Holdco and 32.5% of the GQ Termination Fee to Auvergne by wire transfer of immediately available funds to an account to be designated by Auvergne (x) in the case of Section 6.3(b)(i) , within two Business Days following the earlier of the execution of a definitive agreement with respect to, or the consummation of, any transaction contemplated by a Takeover Proposal as described in Section 6.3(b)(i) (and in any event not later than five (5) Business Days after delivery to Golden Queen of notice of demand for payment thereunder); (y) in the case of Section 6.3(b)(ii) , promptly following termination of this Agreement by LUK Holdco or Gauss pursuant to Section 6.1(c)(ii) (or Section 6.1(c)(i) in the circumstance described in Section 6.3(b)(ii)(A) ) (and in any event not later than five Business Days after delivery to Golden Queen of notice of demand for payment thereunder); and (z) in the case of Section 6.3(b)(iii) , simultaneously with the termination of this Agreement by Golden Queen. “ GQ Termination Fee ” shall mean an amount equal to two million five hundred thousand U.S. Dollars (US$2,500,000.00) minus any amounts actually paid by Golden Queen pursuant to Section 6.3(c) .

          (c)     If after the date of this Agreement, this Agreement shall have been terminated pursuant to Sections 6.1(b)(i) , 6.1(b)(ii) , 6.1(b)(iii) or 6.1(c) , then (A) Golden Queen shall pay (1) an amount of two million U.S. Dollars (US$2,000,000.00) to LUK Holdco in respect of its Expenses and (2) an amount of two hundred seventy five thousand U.S. Dollars (US$275,000.00) to Auvergne in respect of its Expenses, in each case, by wire transfer of immediately available funds, and (B) neither LUK Holdco nor Auvergne shall have the right to claim reimbursement for Expenses in excess of the amounts set forth in the preceding clause (A) if this Agreement shall have been terminated. Notwithstanding the foregoing, Golden Queen shall remain obligated to pay the GQ Termination Fee (less the amounts actually paid to LUK Holdco and Auvergne pursuant to this Section 6.3(c) ) if the GQ Termination Fee is payable pursuant to Section 6.3(b) .

          (d)     Any payment required to be made in circumstances in which Expenses are payable to LUK Holdco and Auvergne pursuant to Section 6.3(c) , such payment shall be made to LUK Holdco and Auvergne promptly following termination of this Agreement (and in any event not later than fifteen (15) days after delivery to Golden Queen of notice of demand for payment thereunder).

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          (e)     In the event that Golden Queen shall fail to pay the GQ Termination Fee and/or Expenses, as applicable, required to be paid pursuant to this Section 6.3 when due, such unpaid GQ Termination Fee and/or Expenses, as the case may be, shall accrue interest for the period commencing on the date the GQ Termination Fee and/or Expenses, as the case may be, became past due, at a rate equal to (A) the prime lending rate as published in The Wall Street Journal in effect on the date such payment was required to be made plus (B) five percent (5%). In addition, if Golden Queen shall fail to pay the GQ Termination Fee and/or Expenses, as the case may be, when due, then Golden Queen shall also pay to the claimant all of that claimant’s reasonable and documented out-of-pocket attorneys’ fees and other costs and expenses in connection with efforts to collect such payments.

          (f)     Each of the Parties acknowledges that the covenants and agreements contained in this Section 6.3 are an integral part of the Transactions.

ARTICLE VII - MISCELLANEOUS

     7.1      Amendments; Waivers; Etc.

          (a)     At any time prior to the Closing Date, this Agreement may be amended or supplemented in any and all respects, whether before or after receipt of the GQ Stockholder Approval, by written agreement of the Parties; provided, however, that following approval of the Transactions by the stockholders of Golden Queen, there shall be no amendment or change to the provisions hereof which by Law would require further approval by the stockholders of the Golden Queen without such approval.

          (b)     At any time prior to the Effective Time, any Party may, subject to Law, (i) waive any inaccuracies in the representations and warranties of any other Party hereto, (ii) extend the time for the performance of any of the obligations or acts of any other Party hereto, (iii) waive compliance by the other party with any of the agreements contained herein or (iv) except as otherwise provided herein, waive any of such Party’s conditions. No failure or delay by the Parties in exercising any right hereunder 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 hereunder. Any agreement on the part of a Party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such Party.

     7.2      Assignment . Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of Law or otherwise, by any of the Parties without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and permitted assigns. Any purported assignment not permitted under this Section 7.2 shall be null and void.

     7.3      Entire Agreement . This Agreement, the GQ Disclosure Schedule, the Disclosure Schedules of the Parties and the Exhibits hereto constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof and thereof.

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     7.4      No Third-Party Beneficiaries . Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the Parties (and their respective successors and permitted assigns) any right or remedy of any nature whatsoever under or by reason of this Agreement.

     7.5      Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, applicable to contracts executed in and to be performed entirely within that State.

     7.6      Arbitration .

          (a)     The Parties hereby irrevocably agree that except as provided in Section 7.7 , any legal action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, shall be resolved by binding arbitration (“ Arbitration ”) in accordance with the following procedures:

          (b)      Initiation of the Arbitration . The party or parties on one side of the dispute(s) (collectively the “ Claimant ”) may initiate the Arbitration by sending to the Party or Parties on the other side of the dispute(s) (collectively the “ Respondent ”) written notice identifying the matter(s) in dispute and invoking the procedures of this Section 7.6 (the “ Demand ”). The Demand shall include a statement setting forth the nature of the dispute(s), the amount in controversy, if any, and the remedy sought. Within thirty (30) days of receipt of the Demand, the Respondent shall submit a statement (the “ Answer ”), that shall set forth the Respondent’s response(s) to the Claimant’s claim(s) and any counterclaims asserted by the Respondent, setting forth the nature and amount of such counterclaim(s), and the remedy sought by the Respondent. Within ten (10) days following the Answer, the parties shall meet and confer to try to resolve the dispute(s).

          (c)      Selection of the Arbitrators . If, after meeting and conferring, the parties are unable to resolve the dispute(s), the Claimant shall submit the Demand and Answer, along with the required fees, to the Judicial Arbitration and Mediation Services (“ JAMS ”) resolution center in New York, New York. In accordance with the Arbitration Rules, JAMS will provide a list of at least five (5) arbitrator candidates, each of whom shall be a former federal district court judge of a United States District Court or a former justice of the Chancery Court of the State of Delaware. If the Parties are unable to agree on an arbitrator from the list, then, in accordance with the Arbitration Rules, within seven (7) days of receipt of the list, each Party may strike two (2) names and shall strike the remaining candidates in order of preference. The remaining arbitrator candidate with the highest composite ranking shall be appointed as the arbitrator (the “ Arbitrator ”). The Parties shall use commercially reasonable efforts to engage the Arbitrator within fifteen (15) days of filing their dispute with JAMS.

          (d)      Rules of Procedure . Except as modified in this Section 7.6 , the Arbitration proceeding shall be conducted in accordance with the JAMS Comprehensive Arbitration Rules & Procedures, effective October 1, 2010 (collectively, the “ Arbitration Rules ”).

          (e)      Discovery . Except as set forth herein, the Arbitration shall proceed consistent with JAMS’ discovery rules. The parties shall have twenty (20) Business Days following the date the Arbitrator is engaged (the “ Arbitrator Engagement Date ”) to serve not more than fifteen (15) written document requests and not more than ten (10) interrogatories (including subparts). Objections to document requests, and responses to interrogatories, shall be due thirty (30) Business Days after service on the party(ies) from whom such discovery is sought. The parties shall complete production of documents not more than sixty (60) days after service of document requests, provided, however, that if a party objects to a document request and a motion to compel production is made, a party shall have fifteen (15) days after the Arbitrator resolves that motion to compel to produce any additional documents required by the Arbitrator’s Order. The party(ies) on each side of the dispute shall have the opportunity to take up to ten (10) depositions, with each deposition limited to seven hours of testimony. Such depositions shall be completed within six (6) months of the Arbitrator Engagement Date. Upon good cause shown by the requesting party(ies), the Arbitrator can modify the scope of discovery available to the parties and the discovery schedule set forth herein.

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          (f)      The Arbitration Hearing . At a date that is mutually convenient to the Arbitrator and the parties, but commencing no later than thirty (30) days following the close of discovery, the Arbitrator shall commence the arbitration hearing (the “ Arbitration Hearing ”). The Arbitration Hearing shall take place in New York, New York, at a location mutually selected by the parties or, absent agreement, chosen by the Arbitrator. The Arbitration Hearing need not run for consecutive days but must be completed within sixty (60) days following commencement of the Arbitration Hearing. At the Arbitration Hearing, the Arbitrator is bound to follow the substantive laws of Delaware applicable to the issues in the case, without regard to conflict of law principles. A failure to follow such law is grounds for a challenge to the award. Upon a showing of good cause by the requesting party(ies), the Arbitrator, using his or her reasonable discretion, shall determine the need to modify the time limits set forth in this Section 7.6 .

          (g)      Form of Decision . The Arbitrator shall render a reasoned award in writing, setting forth the decision, the basis therefore, and the relief to be granted to the party(ies) on each side of the dispute (the “ Award ”), no later than thirty (30) days following the last day of the Arbitration Hearing. In no event shall the Arbitrator award punitive damages to any of the parties involved in the dispute. The Arbitrator’s decision shall be a final and binding determination of the dispute. Judgment upon the Award may be entered exclusively in the United States District Court for the Southern District of New York; provided, however, that if that court lacks jurisdiction, then the decision may be entered in the Supreme Court of the State of New York, County of New York.

          (h)      Payment of Arbitration Expenses . The Claimant(s) and the Respondent(s) shall each pay fifty percent (50%) of the Arbitrator’s fees and expenses while the arbitration is pending.

          (i)      Submission to Jurisdiction . To the extent any party seeks to challenge or dispute the scope, jurisdiction, conduct or result of the Arbitration, or requires judicial intervention in aid or furtherance of the Arbitration, such party(ies) shall bring such action exclusively in the United States District Court for the Southern District of New York; provided, however, that, if subject matter jurisdiction is unavailable in that court, then all such claims shall be transferred to or otherwise brought, heard and determined exclusively in the Supreme Court of the State of New York, County of New York (the “ Agreed Court ”). With respect to any such action, each party irrevocably submits to the exclusive jurisdiction of the Agreed Court, and agrees that it shall not attempt to deny or defeat personal jurisdiction by motion or other request for leave from such court, shall not argue that such court is an inconvenient forum, and agrees not to bring any action or proceeding arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement in any other court.

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          (j)      Attorneys’ Fees and Costs . The prevailing party in the Arbitration shall be entitled to seek payment of its reasonable out-of-pocket costs and expenses (including reasonable and documented fees and disbursements of counsel and other professionals). To the extent the Arbitrator awards less than all of the relief requested, the Arbitrator shall award the reasonable out-of-pocket costs and expenses of a party in proportion to the extent such party prevailed in the Arbitration. If a party fails to proceed with the Arbitration, unsuccessfully challenges the Award, or fails to comply with the Award, the party(ies) on the other side of the dispute shall be entitled to recover its(their) costs of suit including reasonable attorneys’ fees for having to compel arbitration or defend or enforce the Award.

          (k)      Waiver of Jury Trial . To the extent not prohibited by applicable law which cannot be waived, the each of the Parties hereby waives, and covenant that they will not assert (whether as plaintiff, defendant or otherwise), any right to trial by jury in any forum in respect of any issue, claim, demand, action or cause of action arising out of or based upon this Agreement or the subject matter hereof, whether now existing or hereafter arising and whether sounding in tort or contract or otherwise.

     7.7      Specific Enforcement . The Parties agree that irreparable damage would occur and that the Parties would not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in any Agreed Court, without proof of actual damages (and each Party hereby waives any requirement for the securing or posting of any bond or other security in connection therewith); specific performance being in addition to any other remedy to which the Parties are entitled at law or in equity.

     7.8      Severability . If any term or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible to the fullest extent permitted by Law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

     7.9      Notices . All notices, requests, demands and other communications to any Party hereunder shall be in writing and shall be deemed given if delivered personally, telecopy faxed (which is confirmed), emailed (with proof of transmission) or sent by overnight courier (providing proof of delivery) to the Parties at the following addresses:

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If to LUK Holdco or Gauss, to:

with a copy (which shall not constitute notice) to:

If to Golden Queen, to:

with copies (which shall not constitute notice) to:

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If to Auvergne, to it at:

with a copy (which shall not constitute notice) to:

Sullivan & Worcester LLP
One Post Office Square
Boston, MA 02109
Attention: William A. Levine, Esq.
Email: wlevine@sandw.com
Fax: (617) 338-2880

or such other address, email or telecopy fax number as such Party may hereafter specify by like notice to the other Parties. All such notices, requests, demands and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 P.M. in the place of receipt and such day is a business day in the place of receipt. Otherwise, any such notice, request, demand or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.

     7.10      Definitions . As used in this Agreement, the following terms have the meanings ascribed thereto below:

          “ Affiliate ” shall mean, as to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or is under common control with, such Person. For this purpose, “control” (including, with its correlative meanings, “controlled by” and “under common control with”) shall mean the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise.

          “ Approved Project Boundary ” shall mean the approved permit boundary under the Conditional Use Permits (CUP Case No. 41 and CUP Case No. 22) issued by the Kern County Board of Supervisors and the Plan of Operations approved by the US Bureau of Land Management for the Soledad Mountain Project as depicted in “Figure 2 Land Status Map” on Appendix G-1 to Section 2.16(a) of the GQ Disclosure Schedule.

          “ Business Day ” shall mean a day except a Saturday, a Sunday or other day on which the SEC or banks in the City of New York are authorized or required by Law to be closed.

          “ Code ” shall mean the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder.

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          “ Contract ” shall mean any loan or credit agreement, indenture, debenture, note, bond, mortgage, lease, license or other contract, agreement or instrument, whether written or oral.

          “ Environmental Law ” shall mean any law, now or hereafter in effect, aimed at or in any way relating to the protection of human health and safety, the environment or natural resources, or reclamation or restoration of the GQ Properties, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. App. § 1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Clean Water Act (33 U.S.C. § 1251 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.) the Toxic Substances Control Act (15 U.S.C. § 2601 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq.), the Emergency Planning and Community Right to Know Act (42 U.S.C. § 11001 et seq.), the Safe Drinking Water Act (42 U.S.C. § 300 et seq.), the Pollution Prevention Act (42 U.S.C. § 13101 et seq.), the Federal Mine Safety and Health Act (30 U.S.C. § 801 et seq.), and the Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), and all counterpart or other similar California laws, including, without limitation, Division 20, Chapter 6.5 of the California Health & Safety Code (Hazardous Waste Control, Division 20, Chapter 6.8 of the California Health & Safety Code (the Carpenter-Presley-Tanner Hazardous Substance Act), Division 20, Chapter 6.6 (the Safe Drinking Water and Toxic Enforcement Act of 1986), Division 7 of the California Water Code (the Porter-Cologne Water Quality Control Act) and Chapter 9, Division 2 of the California Public Resources Code (the Surface Mining and Reclamation Act), as each has been or may be amended, and the regulations promulgated pursuant thereto, and common law principles, including, without limitation, nuisance, trespass and negligence.

          “ Environmental Permit ” shall mean any Permit required by Environmental Laws for the operation of the business of the applicable Person.

          “ Equity Interests ” shall mean, with respect to GQ California, any issued and outstanding shares of capital stock of GQ California, and upon conversion of GQ California into a limited liability company, any issued and outstanding limited liability company membership interests of GQ California.

          “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

          “ Expense Reimbursement Letter ” means that certain letter agreement, by and between Golden Queen and GQ California, to be dated as of the Closing Date, relating to the reimbursement by GQ California of certain expenses of Golden Queen, substantially in the form attached hereto as Exhibit C.

          “ Expenses ” shall mean all out-of-pocket fees and expenses (including fees and expenses of counsel, accountants, financial advisors and investment bankers) reasonably incurred by or on behalf of a Party or its Affiliates, as the case may be, in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement or transactions contemplated by this Agreement.

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          “ GAAP ” shall mean generally accepted accounting principles in the United States.

          “ Governmental Entity ” shall mean any government, court, regulatory or administrative agency, commission or authority or other governmental instrumentality, federal, state or local, domestic, foreign or multinational.

          “ GQ California Inter-corporate Debt ” shall mean the inter-corporate loans and guarantees of GQ California as set forth in Section 2.2 of the GQ Disclosure Schedule.

          “ GQ Stockholder Approval ” shall mean the approval of the shareholders of Golden Queen of the Transactions by a majority of the votes cast on the Transaction resolution by the shareholders of Golden Queen present in person or by proxy at the GQ Shareholders Meeting, excluding those votes in respect of shares of Golden Queen that are required to be excluded pursuant to the requirements of the TSX, and otherwise in accordance with applicable Canadian Provincial securities laws, the requirements of the TSX and the Business Corporation Act (British Columbia).

          “ Hazardous Material ” shall mean any substance, material or waste that is regulated, classified, or otherwise characterized under or pursuant to any Environmental Law as “hazardous,” “toxic,” “pollutant,” “contaminant,” “radioactive,” or words of similar meaning or effect, including petroleum and its by-products, asbestos, polychlorinated biphenyls, radon, mold and urea formaldehyde insulation.

          “ Industry ” shall have the meaning set forth in the definition of Material Adverse Effect.

          “ Intellectual Property ” shall mean all right, title and interest in or relating to intellectual property, whether protected, creating or arising under the laws of the United States or any other jurisdiction, including: (a) all patents, patent applications, patent disclosures and all related continuations, divisionals, continuations in part, reissues, reexaminations, utility models, certificates of invention, industrial designs, and design patents, (b) all registered and unregistered trademarks, service marks, trade dress, logos, trade names, together with all goodwill associated with any of the foregoing, and all registrations and applications therefor including all extensions, modifications, and renewals of same, (c) all registered and unregistered copyrights in both published and unpublished works and all moral rights, and applications for registration thereof, (d) all Internet domain names and registration rights, uniform resource locators, internet or worldwide web sites or protocol addresses, and all related content and programming, and (e) trade secrets, computer software, including source code, know-how, recipes, product specifications and formulations or any other proprietary information.

          “ IRS ” shall mean the Internal Revenue Service.

          “ Knowledge ” shall mean, the actual knowledge, after due inquiry, of the individuals listed on Exhibit D .

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

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     “ Legal Proceeding ” shall mean any judicial, administrative or arbitral actions, suits, mediation, investigation, inquiry, proceedings or claims (including counterclaims) by or before a Governmental Entity or other Person.

     “ Licensed Intellectual Property ” shall mean any and all Intellectual Property that is licensed to GQ California.

     “ Liens ” shall mean any pledge, lien, charge, right of first refusal or other option to purchase or otherwise acquire any interest, easement, security interest or other encumbrance.

     “ Material Adverse Effect ” shall mean, with respect to any Party, any change, development, occurrence, event that has, or would reasonably be expected to have, a material adverse effect on the financial condition, assets, liabilities, business or results of operations of such Party and its Subsidiaries taken as a whole; provided , however , that none of the following shall constitute or be taken into account in determining whether a Material Adverse Effect has occurred or would be expected to occur:

          (i)     changes, developments, occurrences or events generally affecting (A) the economy, or securities, financial, capital or credit markets, in the United States or elsewhere in the world, including changes in interest or exchange rates, or (B) any industry in which such Party or its Subsidiaries operate (such Party’s “ Industry ”), and

          (ii)     (A) changes in Law or in generally accepted accounting principles or accounting standards, or changes in general legal, regulatory or political conditions, (B) acts of war, sabotage or terrorism, or any escalation or worsening of any such acts of war, sabotage or terrorism threatened or underway as of the date of this Agreement, (C) any action taken by such Party or its Subsidiaries as required by this Agreement or with the written consent of the other Parties hereto, (D) changes arising out of, resulting from or attributable to the negotiation, execution, announcement or performance of this Agreement or the consummation of the Transactions, or (E) any decline in the market price, or change in trading volume, of the capital stock of such Party, or any failure to meet internal or publicly announced revenue or earnings projections; provided further, however , that:

          (x)     changes, developments, occurrences, events or effects referred to in clauses (i), (ii)(A), (ii)(B) and (ii)(E) of this definition may constitute (and may be taken into account in determining the occurrence or expected occurrence of) a Material Adverse Effect to the extent they adversely affect such Party and its Subsidiaries in a disproportionate manner relative to other participants in such Party’s Industry,

          (y)     clause (ii)(E) of this definition shall not prevent a determination that the underlying cause of any decline, change or failure referred to therein is a Material Adverse Effect.

          “ Mineral Interests ” shall mean all mineral rights, patented mining claims, unpatented mining claims, millsites, mineral leases and millsite leases within or relating to the GQ Properties.

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          “ Mining Claims ” means unpatented mining claims and millsites.

          “ Order ” means any decree, ruling, order, judgment, writ, award, injunction, stipulation or consent of or by, or settlement agreement with, a Governmental Entity.

          “ Organizational Documents ” shall mean, with respect to an entity, its certificate of incorporation, articles of incorporation, by-laws, articles of association, memorandum of association, certificate of trust, trust agreement, partnership agreement, limited partnership agreement, certificate of formation, limited liability company agreement or operating agreement, as applicable.

          “ Owned Intellectual Property ” shall mean any and all Intellectual Property that is owned or purported to be owned by GQ California.

          “ Permit ” shall mean a permit, license, franchise or authorization from a Governmental Entity.

          “ Permitted Liens ” shall mean (i) statutory Liens for Taxes, assessments or other similar charges by Governmental Authorities securing payments not yet due or the amount or validity of which is being contested in good faith and by appropriate proceedings and for which proper reserves have been established to the extent required by GAAP, (ii) mechanics’, materialmen’s, carriers’, workmen’s, warehouseman’s, repairmen’s, landlords’ and similar Liens which arise in the ordinary course of business and (iii) such other Liens or imperfections of title that, individually and in the aggregate, do not, and would not reasonably be expected to, materially detract from the value of, or materially impair the existing use of, the property or asset affected by the applicable Lien.

          “ Person ” shall mean an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity, including a Governmental Entity.

          “ Release ” shall mean any release, spill, emission, leaking, pumping, poring, injection, deposit, dumping, emptying, disposal, discharge, dispersal, leaching or migration into the indoor or outdoor environment, or into or out of any property.

          “ Remedial Action ” shall mean all actions including any capital expenditures undertaken to (i) clean up, remove, treat or in any other way address any Hazardous Material; (ii) prevent the Release or threat of Release, or minimize the further Release of any Hazardous Material so it does not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; (iii) perform pre-remedial studies and investigations or post-remedial monitoring and care; or (iv) to correct a condition of noncompliance with Environmental Laws.

          “ Rights Offering Term Sheet ” means the term sheet attached hereto as Exhibit E and setting forth the main terms of the Rights Offering.

          “ Rights Offering Transactions ” refers collectively to the Rights Offering, the Rights Offering Commitment Agreement, and the transactions contemplated thereby.

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          “ SEC ” shall mean the U.S. Securities and Exchange Commission.

          “ Securities Act ” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

          “ Soledad Mountain Project ” shall mean that certain mine exploration, development and operating project located in Kern County, California and owned and controlled by GQ California to be developed and operated in accordance with the JV Operating Agreement.

          “ Subsidiary ” shall mean any corporation, limited liability company, partnership, trust or other entity of which the applicable entity owns (either alone, directly, or indirectly through, or together with, one or more of its Subsidiaries) fifty percent (50%) or more of the equity interests the holder of which is generally entitled to vote for the election of the board of directors or governing body of such corporation, limited liability company, partnership, trust or other entity.

          “ Tax Claim ” shall mean any Legal Proceeding with respect to Taxes of GQ California.

          “ Taxes ” shall mean (i) all federal, state, local or foreign taxes, charges, fees, imposts, levies or other assessments, including all income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, escheat, severance, stamp, occupation, property and estimated taxes, customs duties, fees, assessments and charges of any kind whatsoever, (ii) all interest, penalties, fines, additions to tax or additional amounts imposed by any Taxing Authority in connection with any item described in clause (i), and (iii) all Liabilities in respect of any items described in clauses (i) or (ii) payable by reason of Contract, assumption, transferee or successor Liability, operation of Law, Treasury Regulation Section 1.1502 -6(a) (or any predecessor or successor thereof or any analogous or similar provision under Law) or otherwise.

          “ Tax Return ” shall mean any return, report or statement filed or required to be filed with respect to any Tax (including any elections, declarations, schedules or attachments thereto, and any amendment thereof) including any information return, claim for refund, amended return or declaration of estimated Tax, and including, where permitted or required, combined, consolidated, unitary or similar returns for any group of entities that includes GQ California or any of its Affiliates.

          “ Taxing Authority ” shall mean the IRS and any other Governmental Entity responsible for the administration or collection of any Tax.

          “ Transactions ” refers collectively to this Agreement and the transactions contemplated hereby, excluding, for the avoidance of doubt, the Rights Offering Transactions.

          “ Water Rights ” shall mean all water rights, well rights, water shares, contract rights, water allotments, owned and leased property necessary to maintain the right to withdraw groundwater as a land owner or lessee, and rights to divert water, including surface or groundwater resources, or place water to use, of any kind, appurtenant to or relating to the GQ Properties and operation of the business of GQ California as presently conducted and as contemplated to be conducted under the JV Operating Agreement, including the development and operation of the Soledad Mountain Project, including those water rights and right to divert water or place water to use set forth in Section 2.16(f) and described in Section 2.16(f) of the GQ Disclosure Schedule.

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          The following terms are defined in the provision of this Agreement set forth opposite such term below:

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     7.11      Interpretation .

          (a)     When a reference is made in this Agreement to an Article, a Section, Schedule or Exhibit, such reference shall be to an Article of, a Section of, or a Schedule or Exhibit to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the word “including“ is used in this Agreement, it shall be deemed to be followed by the words “without limitation”. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” All terms defined in this Agreement shall have the defined meanings when used in any Schedule or other document made or delivered pursuant hereto unless otherwise defined therein. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such term. Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time amended, modified or supplemented, including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein. References to a Person are also to its permitted assigns and successors.

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          (b)     The GQ Disclosure Schedule and the Disclosure Schedules of the other Parties shall identify items of disclosure by reference to a particular section or subsection of this Agreement; provided that any matter disclosed with respect to one section or subsection of this Agreement shall be deemed disclosed for purposes of all other sections or subsections of this Agreement to the extent its relevance to such other sections or subsections is readily apparent.

          (c)     The Parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

     7.12      Counterparts . This Agreement may be executed in counterparts (each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement) and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties.

[ signature page follows ]

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          IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered as of the date first above written.

[ Transaction Agreement ]

Exhibit 10.2

STANDBY PURCHASE AGREEMENT

     THIS STANDBY PURCHASE AGREEMENT (this “ Agreement ”), dated as of June 8, 2014, is made by and among Golden Queen Mining Co. Ltd., a British Columbia corporation (the “ Company ”), Gauss Holdings LLC, a Delaware limited liability company, and Auvergne, LLC, a Delaware limited liability company, each an “ Investor ” and collectively, the “ Investors ”).

     WHEREAS, the Company proposes to conduct a rights offering (the “ Rights Offering ”) by distributing, at no charge, to each holder of record in an Eligible Jurisdiction (as defined below) as of the Record Date (as defined below) of shares (“ Shares ”) of the Company’s common shares, no par value per share (the “ Common Shares ”), such number of transferable rights (the “ Rights ”) for each Share held by such shareholder, to purchase Shares, which Rights, if exercised in full, will provide gross proceeds to the Company of up to US$45 million (the “ Aggregate Offering Amount ”);

     WHEREAS, each holder of a whole Right will be entitled to purchase (the “ Basic Subscription Privilege ”) up to its pro rata portion of the Shares offered in the Rights Offering (the “ Offered Shares ”) at a price per Share of US$1.10 or such lesser amount as the Company may determine, as appropriately adjusted for any stock split, combination, reorganization, recapitalization, stock dividend, stock distribution or similar event (the “ Exercise Price ”);

     WHEREAS, each holder of Rights who exercises all of its Rights will be entitled, on a pro rata basis, to subscribe for additional Shares at the Exercise Price (the “ Over-Subscription Privilege ”), to the extent that other holders of Rights do not exercise all of their respective Basic Subscription Privileges in full;

     WHEREAS, a Rights Offering Registration Statement (as defined below) relating to the Rights and the Offered Shares will be filed with the Securities and Exchange Commission (the “ SEC ”) and no offer to buy securities can be accepted and no part of the Exercise Price can be received until the Rights Offering Registration Statement has become effective, and any such offer may be withdrawn or revoked, without obligation or commitment of any kind, at any time prior to notice of its acceptance given after the effective date of the Rights Offering Registration Statement;

     WHEREAS, a Canadian Prospectus (as defined below) qualifying the distribution of the Rights, the Offered Shares and the Investor Shares (as defined below) will be filed with the securities commission of each of the Provinces of Alberta, British Columbia, Ontario, and Quebec (together with the United States, the “ Eligible Jurisdictions ”);

     WHEREAS, concurrently with the execution of this Agreement, the Company, the Investors and certain other parties entered into that certain Transaction Agreement pursuant to which the Investors, through Gauss LLC, a subsidiary of the Investors, will make an investment into a subsidiary of the Company (the “ Transaction Agreement ”);

     WHEREAS, the Board of Directors of the Company (the “ Board of Directors ”) has unanimously approved the Rights Offering, this Agreement, each of the other Investment Agreements (as defined herein), the Transaction Agreement and the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Investor Shares to the Investors on the terms hereof).

     NOW, THEREFORE, in consideration of the mutual promises, agreements, representations, warranties and covenants contained herein, each of the parties hereto hereby agrees as follows:

1.       Rights Offering .

     (a)      On the terms and subject to the conditions set forth herein, the Company will distribute, at no charge, a certain number of Rights to each holder of record of Common Shares in the Eligible Jurisdictions (each, an “ Eligible Holder ”) for each Share held by such holder as of the close of business on a record date to be determined by the Board of Directors (the “ Record Date ”). Each such Right shall be transferable separately from the underlying Share on account of which the Right was issued. Each whole Right will entitle the holder thereof to purchase, at the election of the holder thereof, one Share at the Exercise Price. Each fractional Right will be rounded down to the nearest whole number, and fractional Rights will not entitle any holder to purchase any Shares. No fractional Shares will be issued in the Rights Offering.

     (b)      The Rights (including the Basic Subscription Privilege and the Over-Subscription Privilege) may be exercised during a period (the “ Rights Exercise Period ”) commencing on the date on which Rights are issued to Eligible Holders (the “ Rights Offering Commencement Date ”) and ending at 5:00 p.m. Eastern Time on the Business Day that is forty-five (45) days after the Rights Offering Commencement Date (or the next following Business Day if such forty-fifth day is not a Business Day), subject to extension at the reasonable discretion of the Board of Directors, provided , however , that the Rights Exercise Period shall not be extended by more than thirty (30) days (in the aggregate) without the prior written consent of each of the Investors (the “ Expiration Time ”). “ Business Day ” means each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which banking institutions in New York City or Vancouver, British Columbia, are generally authorized or obligated by law or executive order to close.

     (c)      Each holder of Rights who wishes to exercise all or a portion of its Rights under the Basic Subscription Privilege shall (i) during the Rights Exercise Period return a duly executed election form to a subscription agent selected by the Company (the “ Subscription Agent ”) electing to exercise all or a portion of the Rights held by such holder (provided that only whole Rights may be exercised) to purchase one Share for each whole Right so exercised and (ii) pay an amount equal to the Exercise Price for each Share that the holder elects to purchase pursuant to the instructions set forth in the Rights Offering Registration Statement, Canadian Prospectus and related materials by a specified date to an escrow account established for the Rights Offering. On the Backstop Closing Date (as defined below), the Company will issue to each holder of Rights who validly exercised its Rights the number of Shares to which such holder is entitled based on such exercise.

     (d)      In the event that all of the Offered Shares are not purchased upon exercise of the Basic Subscription Privilege, each holder of Rights who exercises in full its Basic Subscription Privilege will be entitled under the Over-Subscription Privilege to subscribe for, on a pro rata basis, additional Shares at the Exercise Price pursuant to the instructions set forth in the Rights Offering Registration Statement, Canadian Prospectus and related materials. If the number of Offered Shares remaining after the exercise of Rights under the Basic Subscription Privilege (the “ Remaining Offered Shares ”) is not sufficient to satisfy all requests for Shares under the Over-Subscription Privileges, the holders who exercised their Over-Subscription Privileges will be allocated such Remaining Offered Shares in proportion to the product (rounded to the nearest whole number so that the Exercise Price multiplied by the aggregate number of Offered Shares does not exceed the Aggregate Offering Amount) obtained by multiplying the number of Offered Shares such holder subscribed for under the Over-Subscription Privilege by a fraction the numerator of which is the number of Remaining Offered Shares and the denominator of which is the total number of Offered Shares sought to be subscribed for under the Over-Subscription Privilege by all holders participating in such Over-Subscription Privilege.

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     (e)      The Company shall notify, or cause the Subscription Agent to notify, each Investor, on each Friday during the Rights Exercise Period and on each Business Day during the five (5) Business Days immediately prior to the Expiration Time (and any extensions thereto), or more frequently if reasonably requested by any Investor, of the aggregate number of Rights known by the Company or the Subscription Agent to have been exercised pursuant to the Rights Offering (including, for the avoidance of doubt, pursuant to the Basic Subscription Privilege and the Over-Subscription Privilege) as of the close of business on the preceding Business Day or the most recent practicable time before such request, as the case may be.

     (f)      The Company hereby agrees and undertakes to give each Investor, by electronic or facsimile transmission, the certification by an executive officer of the Company of either (i) the number of Offered Shares elected to be purchased by holders of Rights pursuant to validly exercised Rights (including, for the avoidance of doubt, pursuant to the Basic Subscription Privilege and the Over-Subscription Privilege), the aggregate Exercise Price therefor, the number of Offered Shares issuable pursuant to the aggregate number of Rights that were not properly exercised by the holders thereof during the Rights Offering (such Shares in the aggregate, the “ Unsubscribed Shares ”) and the aggregate Exercise Price therefor (a “ Purchase Notice ”) or (ii) in the absence of any Unsubscribed Shares, the fact that there are no Unsubscribed Shares (a “ Satisfaction Notice ”), in each case, as soon as practicable and, in any event, within two (2) Business Days after the Expiration Time (the date of transmission of confirmation of a Purchase Notice or a Satisfaction Notice, the “ Determination Date ”).

     (g)      In accordance with, and subject to, the terms of this Agreement, the Company may, in its sole discretion, elect to require the Investors to effect the Backstop Commitment (as defined below) by providing written notice thereof to the Investors in a Purchase Notice. If the Company elects to require the Investors to effect the Backstop Commitment in accordance with the terms of this Agreement, each Investor, severally and not jointly, hereby agrees to purchase on the Backstop Closing Date, and the Company shall sell to each of the Investors on the Backstop Closing Date, at a price per Unsubscribed Share equal to the Exercise Price, all of the Unsubscribed Shares (or only a portion of the Unsubscribed Shares if so elected by the Company in its sole discretion), with Gauss Holdings LLC subscribing for and purchasing 67.5% of such Unsubscribed Shares and Auvergne, LLC subscribing for and purchasing 32.5% of such Unsubscribed Shares (each Investor’s obligation set forth in this Section 1(g) , a “ Backstop Commitment ”).

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     (h)      Each Investor shall have the right to arrange for one or more of its Affiliates (each, an “ Affiliated Purchaser ”) to purchase all or any portion of the Unsubscribed Shares issuable to such Investor pursuant to its Backstop Commitment, by providing written notice thereof to the Company at least one (1) Business Day prior to the Backstop Closing Date, which notice shall be signed by such Investor and each such Affiliated Purchaser, and shall contain a confirmation by each such Affiliated Purchaser of the accuracy with respect to it of the representations set forth in Section 4 . In no event will any such arrangement relieve an Investor from its obligations under this Agreement. The term “ Affiliate ” shall have the meaning ascribed to such term in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”).

     (i)      The closing of the purchase of the Shares to be purchased in the Rights Offering and the Shares to be purchased by each of the Investors pursuant to its Backstop Commitment under this Agreement (the “ Closing ”) will occur at 10:00 a.m., Eastern time, on the fifth (5th) Business Day following the Expiration Time, but in no event earlier than September 30, 2014 (the “ Backstop Closing Date ”). Delivery of the Shares acquired by each Investor pursuant to its Backstop Commitment (the “ Investor Shares ”) will be made by the Company to the respective accounts of each Investor (or to such other accounts, including the account of an Affiliated Purchaser, as such Investor may designate in accordance with this Agreement). The documents to be delivered on the Backstop Closing Date by or on behalf of the parties hereto will be delivered at the offices of Morton Law LLP, 1200 – 750 West Pender Street, Vancouver, B.C., Canada V6C 2T8, on the Backstop Closing Date.

     (j)      All Investor Shares will be delivered with any and all issue, stamp, transfer, sales and use, or similar taxes or duties payable in connection with such delivery duly paid by the Company.

2.       Fees and Expenses . On the basis of the representations and warranties herein contained, and in consideration for each Investor’s respective Backstop Commitment and to account for the estimated out-of-pocket costs and expenses to be incurred by each Investor in connection with the transactions contemplated hereby (including, without limitation, the Rights Offering, the Rights Offering Registration Statement, the Backstop Commitment and the negotiation and execution of the Investment Agreements), the Company shall pay, substantially concurrently with the consummation of the transactions contemplated by the Transaction Agreement on the Closing Date (as defined in the Transaction Agreement), an aggregate commitment fee in an amount of two million two hundred and fifty thousand U.S. Dollars (US$2,250,000) to the Investors, of which an amount of one million five hundred eighteen thousand seven hundred and fifty U.S. Dollars (US$1,518,750.00) shall be payable to Gauss Holdings LLC by wire transfer to an account designated by Gauss Holdings LLC, and an amount of seven hundred thirty one thousand two hundred and fifty U.S. Dollars (US$731,250.00) shall be payable to Auvergne, LLC, by wire transfer to an account designated by Auvergne, LLC (collectively, “ Commitment Fee ”). The Commitment Fee shall be fully earned upon execution of this Agreement, shall be due and payable on the Closing Date (as defined in the Transaction Agreement), shall be paid in immediately available funds in U.S. dollars, and shall be non-refundable when paid (regardless of the Aggregate Offering Amount and whether or not the Rights Offering is consummated). For the avoidance of doubt, the Company acknowledges and agrees that the payment of the Commitment Fee will occur prior to the Closing of the Rights Offering. Payment of the Commitment Fee shall not be subject to any tax withholding or any counterclaim or set-off for, or be otherwise affected by, any claim or dispute relating to any other matter. The Company acknowledges and agrees that the provision for the payment of the Commitment Fee is an integral part of the transactions contemplated by this Agreement and without this provision the Investors would not have entered into this Agreement.

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3.       Representations and Warranties of the Company . The Company represents and warrants to, and agrees with each Investor, as set forth below. Except for representations, warranties and agreements that are expressly limited as to their date, each representation, warranty and agreement is made as of the date hereof and as of the Backstop Closing Date after giving effect to the transactions contemplated hereby:

     (a)       Organization and Qualification . The Company and each of its Subsidiaries has been duly organized and is validly existing in good standing under the laws of its respective jurisdiction of incorporation, with the requisite power and authority to own its properties and conduct its business as currently conducted. Each of the Company and its Subsidiaries has been duly qualified as a foreign corporation or organization for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except to the extent that the failure to be so qualified or be in good standing has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. For the purpose of this Agreement, “ Material Adverse Effect ” means (i) any material adverse effect on the business, condition (financial or otherwise), prospects or results of operations of the Company or its Subsidiaries, taken as a whole, or (ii) any material adverse effect on the ability of the Company, subject to the approvals and other authorizations set forth in Section 3(f) , to consummate the transactions contemplated by this Agreement; provided , however , that “ Material Adverse Effect ” shall not include the impact on such business, condition (financial or otherwise), results of operations or ability to consummate the transactions contemplated by this Agreement arising out of or attributable to, either alone or in combination with any other change, effect, circumstance, occurrence, event, condition or fact (“ Effects ”), (i) Effects that generally affect the industries in which the Company and its Subsidiaries operate, (ii) general economic conditions, (iii) Effects resulting from changes affecting financial, banking, securities or commodities markets (including in each of clauses (i) , (ii) and (iii) above, any Effects resulting from an outbreak or escalation of hostilities, acts of war or terrorism, political instability or other national or international calamity, crisis or emergency, or any governmental or other response to any of the foregoing, in each case whether or not involving the United States), (iv) Effects arising from changes in laws, rules, regulations or accounting principles, (v) Effects resulting from the announcement of the transactions contemplated hereby or from taking any action required by the terms and conditions of this Agreement or any of the other agreements or transactions contemplated hereby, (vi) the failure to meet any projections or forecasts or (vii) any change in the price or trading volume of the Company’s outstanding securities (it being understood that the facts or occurrences giving rise to or contributing to such change in stock price or trading volume may be deemed to constitute, or be taken into account in determining whether there has been, or will be, a Material Adverse Effect); except if such Effect results from, or is attributable to, any of the matters described in clauses (i) , (ii) , (iii) , (iv) or (vi) above and disproportionately affects the Company and its Subsidiaries, taken as a whole, relative to other businesses in the industry in which the Company and its Subsidiaries operate (but taking into account for purposes of determining whether a Material Adverse Effect has occurred only the disproportionate portion of such adverse effect). For the purposes of this Agreement, a “ Subsidiary ” of any person means, with respect to such person, any corporation, partnership, joint venture or other legal entity of which such person (either alone or through or together with any other subsidiary), owns, directly or indirectly, more than fifty percent (50%) of the stock or other equity interests, has the power to elect a majority of the board of directors or similar governing body, or has the power to direct the business and policies.

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     (b)       Corporate Power and Authority . The Company has the requisite corporate power and authority to enter into, execute and deliver this Agreement and each other agreement to which it will be a party as contemplated by this Agreement, excluding for the avoidance of doubt the Transaction Agreement (collectively, the “ Investment Agreements ”), and to perform its obligations hereunder and thereunder and consummate the transactions contemplated hereby and thereby, including the issuance of the Rights, the Offered Shares and the Investor Shares. The Company has taken all necessary corporate action required for the due authorization, execution, delivery and performance by it of this Agreement, including the issuance of the Rights, the Offered Shares and the Investor Shares.

     (c)       Execution and Delivery; Enforceability . This Agreement and each other Investment Agreement has been, or once executed and delivered by the Company will be, duly and validly executed and delivered by the Company, and each such document constitutes, or will constitute, the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability may be limited by (i) bankruptcy, insolvency, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity).

     (d)       Issuance . The Investor Shares to be issued and sold by the Company to each Investor or any Affiliated Purchaser hereunder, when such Shares are issued and delivered against payment therefor in accordance with the terms hereof, will be duly and validly authorized, issued, fully paid and non-assessable, free and clear of all taxes, liens, preemptive rights, rights of first refusal, subscription and similar rights.

     (e)       No Conflict . None of the distribution of the Rights, the sale, issuance and delivery of the Offered Shares upon exercise of the Rights, the consummation of the Rights Offering by the Company, the execution and delivery by the Company of the Investment Agreements, compliance by the Company with all of the provisions hereof and thereof, performance of the Company’s obligations under this Agreement, and the consummation of the transactions contemplated herein and therein (including the issuance and sale of Investor Shares to each Investor) (i) will, in any material respect, conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute a default under (with or without notice or lapse of time, or both), or result in the acceleration of, or the creation of any lien under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject, (ii) will result in any violation of the provisions of the articles, articles of incorporation or bylaws or comparable organizational documents of the Company or any of its Subsidiaries, or (iii) will, subject to the receipt of the consents and approvals contemplated in Section 3(f) , result in any violation of, or any termination or impairment of any rights under, any law, rule or regulation, any license, authorization, injunction, judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties.

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     (f)       Consents and Approvals . No consent, approval, authorization, order, registration, notice, filing, recording or qualification of or with any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties is required for the execution and delivery by the Company of the Investment Agreements, the performance by the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, the distribution of the Rights, or the sale, issuance and delivery of (i) Offered Shares upon exercise of the Rights or (ii) the Investor Shares to each Investor hereunder and the consummation of the Rights Offering by the Company, except (A) the registration under the United States Securities Act of 1933, as amended (the “ Securities Act ”), of the issuance of the Rights and the Offered Shares pursuant to the exercise of Rights, (B) the qualification of the distribution of the Offered Shares, Rights and Investor Shares under the Canadian Prospectus in the Eligible Jurisdictions in Canada and (C) such consents, approvals, authorizations, registrations or qualifications (x) as may be required under state securities or Blue Sky laws in connection with the purchase of the Investor Shares by an Investor or the distribution of the Rights and the sale of Shares to holders of Rights, (y) pursuant to the rules of the Toronto Stock Exchange (the “ TSX ”), including approval by the TSX of the issuance of Offered Shares in the Rights Offering and the issuance of Investor Shares to each Investor hereunder.

     (g)       No Advice . The Company acknowledges and agrees that neither Investor is acting as a financial advisor or a fiduciary to, or an agent of, the Company or any other person or entity. Additionally, none of the Investors is advising the Company or any other person or entity as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and no Investor shall have any responsibility or liability to the Company, its Affiliates, or their respective shareholders, directors, officers, employees, advisors or other representatives with respect thereto. Any review by any Investor of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Investor and shall not be on behalf of the Company, its Affiliates, or their respective shareholders, directors, officers, employees, advisors or other representatives and shall not affect any of the representations or warranties contained herein or the remedies of any Investor with respect thereto.

     (h)       SEC Documents . The Company has filed with or furnished to the SEC on a timely basis, including any filing made within the extended filing period permitted pursuant to Rule 12b-25 under the Exchange Act, all documents required to be so filed or furnished by the Company under the Exchange Act, including registration statements, certifications, proxy statements and reports with the SEC since January 1, 2010 (such documents collectively, and together with all documents filed during such period on a voluntary basis on Form 8-K, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “ Company SEC Documents ”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), the Company SEC Documents complied in all material respects with the requirements of the Securities Act, the Exchange Act, and the Sarbanes-Oxley Act of 2002, as the case may be, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or, if amended prior to the date of this Agreement, the date of the filing of such amendment) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments received from the SEC staff with respect to the Company SEC Documents.

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     (i)       Rights Offering Registration Statement, Rights Offering Prospectus, Canadian Prospectus . The Rights Offering Registration Statement or any post-effective amendment thereto will comply in all material respects with the Securities Act, and the Canadian Prospectus or any post-effective amendment thereto will comply in all material respects with the securities laws of the Eligible Jurisdictions in Canada (the “ Canadian Securities Acts ”), and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and as of the applicable filing date of the Rights Offering Prospectus and the Canadian Prospectus and any amendment or supplement thereto and as of the Backstop Closing Date, neither the Rights Offering Prospectus nor the Canadian Prospectus will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. On the date of distribution of the Investment Decision Package (as defined below) to the Eligible Holders, the Investment Decision Package will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Issuer Free Writing Prospectus (as defined below), at the time of use thereof, when considered together with the Investment Decision Package, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Preliminary Rights Offering Prospectus and preliminary Canadian Prospectus, at the time of filing thereof, will comply in all material respects with the Securities Act and the Canadian Securities Acts, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the Company makes no representation and warranty with respect to any statements or omissions made in reliance on and in conformity with information relating to an Investor furnished to the Company in writing by such Investor expressly for use in the Rights Offering Registration Statement, the Rights Offering Prospectus, the Canadian Prospectus and any amendment or supplement thereto.

For purposes of this Agreement, (i) the term “ Rights Offering Registration Statement ” means the Registration Statement on Form S-3 to be filed with the SEC relating to the Rights and the Shares, including all exhibits thereto and any post-effective amendment thereto that becomes effective; (ii) the term “ Rights Offering Prospectus ” means the final prospectus contained in the Rights Offering Registration Statement (including information, if any, omitted pursuant to Rule 430A and subsequently provided pursuant to Rule 424(b) under the Securities Act), and any amended form of such prospectus provided under Rule 424(b) under the Securities Act or contained in a post-effective amendment to the Rights Offering Registration Statement; (iii) the term “ Investment Decision Package ” means the Rights Offering Prospectus, together with any Issuer Free Writing Prospectus, or the Canadian Prospectus, as applicable, used by the Company to offer the Shares to Eligible Holders pursuant to the Rights Offering, (iv) the term “ Issuer Free Writing Prospectus ” means each “issuer free writing prospectus” (as defined in Rule 433 of the rules promulgated under the Securities Act) prepared by or on behalf of the Company or used or referred to by the Company in connection with the Rights Offering, (v) the term “ Preliminary Rights Offering Prospectus ” means each prospectus included in the Rights Offering Registration Statement (and any amendments thereto) before it becomes effective, any prospectus filed with the SEC pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Rights Offering Registration Statement, at the time of effectiveness that omits information permitted to be excluded under Rule 430A under the Securities Act, and (vi) the term “ Canadian Prospectus ” means each of the preliminary and final short form prospectus to be filed with the securities commissions in the Eligible Jurisdictions in Canada (the “ Securities Commissions ”), including all exhibits thereto and any post-effective amendment thereto.

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     (j)       No Violation or Default; Compliance with Laws . Neither the Company nor any of its Subsidiaries is in violation of its articles, articles of incorporation or bylaws or similar organizational documents. Neither the Company nor any of its Subsidiaries is in default, and no event has occurred that, with or without notice or lapse of time or both, would constitute such a default, in the due performance or observance of any material term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject. Neither the Company nor any of its Subsidiaries is, or has been at any time since January 1, 2010, in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority that is material to the operations of the Company and its Subsidiaries.

     (k)       Legal Proceedings . Except as described in the Company SEC Documents filed prior to the date hereof, there are no (i) actions, suits or proceedings (“ Actions ”) pending or threatened against the Company or any of its Subsidiaries, or (ii) pending or threatened investigations or audits by any governmental or regulatory authority that are required under the Exchange Act to be described in the Company SEC Documents or the Rights Offering Registration Statement or that if determined adversely to the Company or any of its Subsidiaries, would be material to the operations or financial condition of the Company and its Subsidiaries taken together as a whole. Except as described in the Company SEC Documents filed prior to the date hereof, there are no outstanding orders, writs, injunctions, decrees, stipulations, determinations or awards entered by or with any governmental entity or addressed to or naming as a party the Company or any Subsidiary, and there are no unsatisfied judgments, penalties or awards against, relating to or affecting the Company or any Subsidiary.

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     (l)       No Solicitation . Neither the Company nor any agent acting on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Investor Shares to any person or persons so as to bring the sale of such Investor Shares to any of the Investors within the registration provisions of the Securities Act or any state securities laws.

4.       Representations and Warranties of the Investor . Each Investor, severally and not jointly, represents and warrants to, and agrees with the Company and each other Investor, as set forth below. Except for representations, warranties and agreements that are expressly limited as to their date, each representation, warranty and agreement is made as of the date hereof and as of the Backstop Closing Date after giving effect to the transactions contemplated hereby:

     (a)       Authority . Such Investor has the requisite power and authority to enter into, execute and deliver each Investment Agreement to which it will be a party as contemplated by this Agreement and to perform its obligations hereunder and thereunder and consummate the transactions contemplated hereby and thereby, including the subscription for the Investor Shares. Such Investor has taken all necessary action required for the due authorization, execution, delivery and performance by it or him of this Agreement, including the subscription for the Investor Shares.

     (b)       Execution and Delivery; Enforceability . Each Investment Agreement to which such Investor is a party as contemplated by this Agreement has been, or once executed and delivered by the such Investor will be, duly and validly executed and delivered by such Investor, and each such document constitutes, or will constitute, the legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms subject to (i) bankruptcy, insolvency, moratorium and other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, and (ii) general principles of equity (regardless of whether considered in a proceeding at law or in equity).

     (c)       No Registration . Such Investor understands that the Investor Shares have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such Investor’s representations as expressed herein or otherwise made pursuant hereto.

     (d)       Investment Intent . Such Investor is acquiring its portion of the Investor Shares for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof not in compliance with applicable securities laws, and such Investor has no present intention of selling, granting any participation in, or otherwise distributing the same, except in compliance with applicable securities laws.

     (e)       Securities Laws Compliance . The Investor Shares will not be offered for sale, sold or otherwise transferred by such Investor except pursuant to a registration statement or in a transaction exempt from, or not subject to, registration under the Securities Act and any applicable state securities laws.

     (f)       Sophistication . Such Investor has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of its investment in the Investor Shares being acquired hereunder. Such Investor is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the Securities Act. Such Investor understands and is able to bear any economic risks associated with such investment (including, without limitation, the necessity of holding the Investor Shares for an indefinite period of time). Without derogating from or limiting the representations and warranties of the Company, such Investor acknowledges that it has been afforded the opportunity to ask questions and receive answers concerning the Company and to obtain additional information that it has requested.

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     (g)       Legended Securities . Such Investor understands and acknowledges that upon the original issuance thereof, and until such time as the same is no longer required under any applicable requirements of the Securities Act or applicable state securities laws, the Investor Shares shall be represented by a certificate bearing the following legend:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY PURSUANT TO (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (2) AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT.”

     The foregoing legend shall be promptly removed from Investor Shares and the Company shall issue, or cause to be issued, to an Investor a certificate for such Investor Shares without such legend or any other legend, or, if so requested by such Investor, by electronic delivery at the applicable balance account at the Depository Trust Company, if one of the following conditions is met: (a) such Investor Shares are eligible for resale pursuant to Rule 144 of the Securities Act without regard to any volume limitations; (b) in connection with a sale, assignment or other transfer of such Investor Shares, such Investor provides the Company with an opinion of counsel, in a form generally acceptable to the Company and its transfer agent, to the effect that such sale, assignment or transfer of such Investor Shares may be made without registration under the applicable requirements of the Securities Act and that the legend can be removed from the Investor Shares; or (c) the Investor Shares are registered pursuant to an effective registration statement for resale under the Securities Act.

     (h)       No Conflict . None of the execution and delivery by such Investor of each of the Investment Agreements to which it is a party, the compliance by such Investor with all of the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein (including the subscription for and purchase of the Investor Shares by such Investor) (i) will, in any material respect, conflict with, or result in a breach or violation of, any of the terms or provisions of, or constitute a default under (with or without notice or lapse of time, or both), or result, in the acceleration of, or the creation of any lien under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which such Investor is a party or by which such Investor is bound or to which any of the property or assets of such Investor is subject, (ii) will result in any violation of the provisions of the certificate of formation or bylaws or comparable organizational documents of such Investor or (iii) will result in any violation of, or any termination or material impairment of any rights under, any law, rule or regulation, any license, authorization, injunction, judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over such Investor or any of its properties, except in any such case described in clause (i) for any conflict, breach, violation, default, acceleration or lien which has not and would not reasonably be expected, individually or in the aggregate, to prohibit, materially delay or materially and adversely impact such Investor’s performance of its obligations under this Agreement.

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     (i)       Consents and Approvals . No consent, approval, authorization, order, registration, notice, filing, recording or qualification of or with any court or governmental agency or body having jurisdiction over such Investor or any of its properties is required for the execution and delivery by such Investor of the Investment Agreements to which it is a party, performance by such Investor of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, except for any consent, approval, authorization, order, registration or qualification which, if not made or obtained, has not and would not reasonably be expected, individually or in the aggregate, to prohibit, materially delay or materially and adversely impact such Investor’s performance of its obligations under this Agreement.

     (j)       Share Ownership . As of the date hereof, based on the methodology for calculating shares beneficially owned pursuant to Rules 13d-3 and 16a-1 of the Exchange Act, Gauss Holdings LLC does not beneficially own any Common Shares and Auvergne, LLC does not beneficially own any Common Shares.

     (k)       Information Furnished . Information relating to an Investor furnished to the Company in writing by such Investor expressly for use in the Rights Offering Transaction Documents (as defined below) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

5.       Covenants of the Company . Without derogating from the obligations of the Company set forth elsewhere in this Agreement, the Company agrees with each Investor as set forth below.

     (a)       Registration Statement and Prospectus .

(i)      The Rights Offering Registration Statement, the Preliminary Rights Offering Prospectus, the Rights Offering Prospectus, Issuer Free Writing Prospectus and any amendments thereto (the “ SEC Transaction Documents ”) and the Canadian Prospectus and any amendments thereto (together with the SEC Transaction Documents, the “ Rights Offering Transaction Documents ”) when filed with the SEC and the Securities Commissions, respectively, shall be substantially consistent in all material respects with the last forms of such documents provided to each Investor and its respective counsel to review prior to the filing thereof. The Company shall: (x) provide each Investor with a reasonable opportunity to review any Rights Offering Transaction Document prior to its filing with the SEC or Securities Commissions, and shall duly consider in good faith any comments of each Investor and its respective counsel; (y) advise each Investor promptly of the time when each of the Rights Offering Transaction Documents has been filed or when the Rights Offering Registration Statement has become effective or any Rights Offering Prospectus, Rights Offering Prospectus supplement, Canadian Prospectus or Canadian Prospectus amendment has been filed and shall furnish each Investor with copies thereof; and (z) advise each Investor promptly after it receives notice of any comments or inquiries by the SEC or Securities Commissions (and furnish each Investor with copies of any correspondence related thereto), of the issuance by the SEC or Securities Commissions of any stop order or of any order preventing or suspending the use of any Rights Offering Transaction Document, of the initiation or threatening of any proceeding for any such purpose, or of any request by the SEC or Securities Commissions for the amending or supplementing any Rights Offering Transaction Document or for additional information, and in each such case, provide each Investor with a reasonable opportunity to review any such comments, inquiries, request or other communication from the SEC or Securities Commissions and to review any amendment or supplement to any Rights Offering Transaction Document before any filing with the SEC or Securities Commissions, and to duly consider in good faith any comments consistent with this Agreement and any other reasonable comments of each Investor and their respective counsel and in the event of the issuance of any stop order or of any order preventing or suspending the use of a Rights Offering Transaction Document or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal.

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(ii)      The Company shall use its reasonable best efforts to have the Rights Offering Registration Statement cleared or declared effective, as the case may be, by the SEC as promptly as practicable after such filing. The Company shall take all action as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Investor Shares and the other transactions contemplated by this Agreement will be effected in accordance with the applicable provisions of the Securities Act and the Exchange Act and any state or foreign securities or Blue Sky laws.

(iii)      The Company shall use its reasonable best efforts to obtain receipts for the Canadian Prospectus from the Securities Commissions as promptly as practicable after such filing. The Company shall take all action as may be reasonably necessary or advisable so that the Rights Offering and the issuance and sale of the Investor Shares and the other transactions contemplated by this Agreement will be effected in accordance with the Canadian Securities Acts.

(iv)      No later than 30 days following the closing of the transaction in the Transaction Agreement (the “ Transaction Closing Date ”), the Company shall prepare and file a Rights Offering Registration Statement and preliminary Canadian Prospectus.

(v)      If at any time prior to the Expiration Time, any event occurs as a result of which the Investment Decision Package, as then amended or supplemented, would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Investment Decision Package to comply with applicable law, the Company will promptly notify each of the Investors of any such event and prepare an amendment or supplement to the Investor Decision Package that is reasonably acceptable in form and substance to each Investor that will correct such statement or omission or effect such compliance.

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     (b)       Listing . The Company shall use its reasonable best efforts to list and maintain the listing of the Rights, the Offered Shares and the Investor Shares on the TSX.

     (c)       Reasonable Best Efforts . The Company shall use its reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its or their part under this Agreement and applicable laws to cooperate with each of the Investors and to consummate and make effective the transactions contemplated by this Agreement, including:

(i)      preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party or governmental entity;

(ii)      defending any lawsuits or other actions or proceedings, whether judicial or administrative, challenging this Agreement or any other agreement contemplated by this Agreement or the consummation of the transactions contemplated hereby and thereby, including seeking to have any stay or temporary restraining order entered by any court or other governmental entity vacated or reversed; and

(iii)      executing, delivering and filing, as applicable, any additional ancillary instruments or agreements reasonably necessary to consummate the transactions contemplated by this Agreement and to fully carry out the purposes of this Agreement and the transactions contemplated hereby and thereby.

6.       Additional Covenants of each of the Investors . Without derogating from the obligations of each Investor set forth elsewhere in this Agreement, each Investor, severally and not jointly, agrees to provide the Company with such information as the Company reasonably requests regarding such Investor for inclusion in the Rights Offering Transaction Documents.

7.       Conditions to the Obligations of the Parties .

     (a)      The obligations of each of the Investors hereunder to consummate the transactions contemplated hereby shall be subject to the satisfaction prior to the Backstop Closing Date of each of the following conditions (which may be waived in whole or in part by each Investor, but only as to the party so waiving, in its sole discretion):

(i)       Rights Offering Registration Statement Effectiveness . The Rights Offering Registration Statement shall have been declared effective by the SEC and shall continue to be effective and no stop order shall have been entered by the SEC with respect thereto.

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(ii)       Receipt for Canadian Prospectus . The Company shall have received a final receipt for the Canadian Prospectus, and no cease trade order shall have been entered by the Securities Commissions with respect thereto.

(iii)      Rights Offering . The Rights Offering shall have been conducted in all material respects in accordance with this Agreement and the Expiration Time shall have occurred.

(iv)      Gross Proceeds . The gross proceeds to be received by the Company for the issuance and sale of the Offered Shares in the Rights Offering plus the issuance and sale of the Investor Shares to each of the Investors (including any Affiliated Purchasers) party to this Agreement immediately prior to the Closing shall not, in the aggregate, exceed the Aggregate Offering Amount.

(v)       Purchase Notice . Each of the Investors shall have timely received a Purchase Notice from the Company on the Determination Date, certifying the number of Unsubscribed Shares to be purchased pursuant to the Backstop Commitment.

(vi)      Consents . All governmental and third party notifications, filings, consents, waivers and approvals required for the consummation of the transactions contemplated by this Agreement, other than the ones referred to in Sections 7(a)(i) and 7(a)(ii) , shall have been made or received.

(vii)      No Legal Impediment to Issuance . No statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority, and no judgment, injunction, decree or order of any federal, state or foreign court shall have been issued that prohibits the issuance of the Offered Shares in the Rights Offering, the issuance of the Investor Shares to each of the Investors or the consummation of the transactions contemplated by this Agreement.

(viii)      Good Standing . Each of the Investors shall have received on and as of the Backstop Closing Date satisfactory evidence of the good standing of the Company in the province of British Columbia, in writing or any standard form of telecommunication from the appropriate governmental authorities of such jurisdiction.

(ix)       Legal Opinion . Each of the Investors shall have received on and as of the Backstop Closing Date a legal opinion in form reasonably satisfactory to the Investors from counsel to the Company that (A) the Investment Agreements to which the Company is a party have been duly authorized, executed and delivered by the Company, (B) the Investor Shares when issued and delivered against payment therefor in accordance with the terms hereof, will be duly and validly authorized, fully paid and non-assessable, free and clear of all taxes, liens, preemptive rights, rights of first refusal, subscription and similar rights, (C) the issuance of the Investor Shares, the consummation of any other of the transactions contemplated by this Agreement and the performance by the Company of its obligations under this Agreement will not contravene any law, rule or regulation of Canada or the United States of America, and (D) no authorization, approval or other action by, and no notice to, consent of, order of, or filing with, any United States Federal governmental authority or Canadian federal governmental authority is required to be made or obtained by the Company for the issuance of the Investor Shares and the consummation of any other transactions contemplated by this Agreement, other than (1) the registration under the Securities Act of the issuance of the Rights and the Offered Shares pursuant to the exercise of Rights, (2) the qualification of the distribution of the Offered Shares, Rights and Investor Shares under the Canadian Prospectus in the Eligible Jurisdictions in Canada and (3) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase of the Investor Shares by an Investor or the distribution of the Rights and the sale of Shares to holders of Rights, or pursuant to the rules of the TSX.

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(x)       Representations and Warranties . The representations and warranties of Company contained in this Agreement shall be true and correct in all respects.

(xi)      Covenants . The Company shall have performed and complied in all material respects with all of its respective covenants and agreements contained in this Agreement and in any other document delivered pursuant to this Agreement (including in any Investment Agreement) through the Backstop Closing Date.

(xii)       Certificates . The Company shall have furnished to each of the Investors a certificate, dated the Backstop Closing Date, of an officer of the Company, on behalf of the Company, confirming the matters set forth in subsections (ix) and (x) .

(xiii)      Commitment Fee . The Company shall have paid the Commitment Fee to the Investors in accordance with the terms of this Agreement.

(xiv)      No Material Adverse Effect . Since the date of this Agreement, there shall not have occurred any changes or events that, individually or in the aggregate would reasonably be expected to result in a Material Adverse Effect.

(xv)       TSX . The Company shall have complied with the requirements of the TSX for the listing of the Rights, the Offered Shares to be issued in the Rights Offering, and the Investor Shares on the TSX.

(xvi)      Transaction Agreement . The Closing (as defined in the Transaction Agreement) shall have occurred.

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     (b)      The obligation of the Company to consummate the Rights Offering and to issue and sell the Investor Shares (but not the Company’s obligation to pay the Commitment Fee) are subject to the following conditions (which may be waived in whole or in part by the Company in its sole discretion); provided , that the failure of the condition set forth in Section 7(b)(iv) to be satisfied may not be asserted by the Company if such failure results from a breach by the Company of an obligation hereunder:

(i)       No Legal Impediment to Issuance . No statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority, and no judgment, injunction, decree or order of any federal, state or foreign court shall have been issued that prohibits the issuance of the Offered Shares in the Rights Offering, the issuance of the Investor Shares to each of the Investors or the consummation of the transactions contemplated by this Agreement.

(ii)       Representations and Warranties . The representations and warranties of each Investor, or each Affiliated Purchaser (if applicable), contained in this Agreement (pursuant to Section 1(h) with respect to Affiliated Purchasers) shall be true and correct in all respects.

(iii)       Covenants . Each Investor shall have performed and complied in all material respects with all of its covenants and agreements contained in this Agreement and in any other document delivered pursuant to this Agreement (including in any Investment Agreement) through the Backstop Closing Date. (iv) Expiration Time . The Expiration Time shall have occurred.

(v)       Rights Offering Registration Statement Effectiveness . The Rights Offering Registration Statement shall have been declared effective by the SEC and shall continue to be effective and no stop order shall have been entered by the SEC with respect thereto.

(vi)       Receipt for Canadian Prospectus . The Company shall have received a final receipt for the Canadian Prospectus, and no cease trade order shall have been entered by the Securities Commissions with respect thereto.

(vii)      Transaction Agreement . The Closing (as defined in the Transaction Agreement) shall have occurred.

8.       Indemnification and Contribution .

          (a)      The Company agrees to indemnify and hold harmless each Investor and each of their respective stockholders, members and general and limited partners and the respective officers, directors, employees, affiliates, advisors, agents, attorneys, accountants and consultants of each such entity and to hold the Investors and such other persons and entities (each, an “ Indemnified Person ”) harmless from and against any and all losses, claims, damages, liabilities and expenses (excluding loss of profits and any indirect, special and consequential damages), joint or several, which any such person or entity may incur, have asserted against it or be involved in as a result of or arising out of or in any way related to (i) any misstatement or omission, or alleged misstatement or omission in any registration statement, prospectus or preliminary prospectus, including the Rights Offering Registration Statement, the Rights Offering Prospectus, an Issuer Free Writing Prospectus, the Preliminary Rights Offering Prospectus or the Canadian Prospectus (unless such misstatement or omission relates to an Investor and was furnished to the Company in writing by such Investor expressly for use in any such the Rights Offering Transaction Document) or (ii) this Agreement or the matters referred to herein, including the Rights Offering or the use of proceeds therefrom or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any of such Indemnified Persons is a party thereto, and to reimburse each such Indemnified Person within five (5) Business Days of demand for any legal or other expenses incurred in connection with any of the foregoing; provided , however , that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses pursuant to clause (ii) above to the extent they have resulted from the bad faith, willful misconduct or gross negligence of such Indemnified Person.

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     (b)      If the indemnification of an Indemnified Person provided for in Section 8(a) is for any reason held unenforceable or is otherwise unavailable, the Company shall contribute to the losses, claims, damages, expenses and liabilities for which such indemnification is held unenforceable (1) in such proportion as is appropriate to reflect the relative benefits to the Company, on the one hand, and the Investor, on the other hand, of any contemplated transaction (whether or not such transaction is consummated); or (2) if (but only if) the allocation provided for in clause (1) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (1) but also the relative fault of the Company, on the one hand, and the Investor, on the other hand, as well as any other relevant equitable considerations. For the purposes of this paragraph the relative benefits to the Company and the Investor of any transaction expressly described in the Agreement (whether or not such transaction is consummated) shall be deemed to be in the same proportion that the maximum total value paid to or received by, or that may potentially be paid to or received by, the Company in connection with transactions contemplated by this Agreement, bears to the portion of the Commitment Fee received by the Investor under the Agreement; and the relative fault of the Company and of the Investor (i) in the case of any untrue or alleged untrue statement of a material fact or an omission or alleged omission to state a material fact, shall be determined by reference to, among other things, whether such statement or omission relates to information supplied by the Company or by the Investor and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission, and (ii) in the case of any other action or omission, shall be determined by reference to, among other things, whether such action or omission was taken or omitted to be taken by the Company or by the Investor and the parties’ relative intent, knowledge, access to information, and opportunity to prevent such action or omission; provided , however , that, to the extent permitted by applicable law, in no event shall the Indemnified Persons be required to contribute an aggregate amount in excess of the Commitment Fee. Without limiting the generality of the foregoing, if the Investor or any other Indemnified Person is requested or required to be deposed, appear as a witness or is otherwise involved in any action relating to this Agreement, the Rights Offering brought by or on behalf of or against the Company in which such party is not named as a defendant, the Company shall reimburse the Investor or the Indemnified Person (as applicable) for all reasonable expenses incurred in connection with such action, including, without limitation, the reasonable fees and disbursements of its legal counsel in connection with appearing and preparing to appear as a deponent or witness.

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     (c)      The foregoing provisions are in addition to any rights that any Indemnified Person may have at common law or otherwise and shall be binding on and inure to the benefit of any successors, permitted assigns, and personal representatives of the Company and each Indemnified Person. The provisions of this Section 8 shall continue to apply and shall remain in full force and effect regardless of any modification or termination of this Agreement or the completion of the transactions contemplated hereunder.

9.       Survival of Representations and Warranties . The representations and warranties made in this Agreement shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby notwithstanding any investigation at any time made by or on behalf of any party hereto until the date that is one year after the Backstop Closing Date, and the covenants shall survive in accordance with their specific terms; provided , however , that the representations and warranties contained in Sections 3(b) , (c) , (d) , (f) and (h) shall survive indefinitely.

10.       Termination .

     (a)      This Agreement may be terminated and the transactions contemplated hereby may be abandoned prior to the Backstop Closing Date:

(i)      by mutual written consent of the Company, on the one hand, and both Investors, on the other hand; or

(ii)      by each of the Investors with respect to such Investor (without the consent of the Company or any other Investor):

1)      if there has been a breach of any covenant or a breach of any representation or warranty of the Company, which breach would cause the failure of any condition precedent set forth in Section 7(a) , and such breach of a covenant or representation or warranty is not cured on or prior to 15 Business Days following notice to the Company of such breach of covenant or representation;

2)      upon the occurrence of any event which results in a failure to satisfy any of the conditions set forth in Section 7(a) , which failure is not cured on or prior to 15 Business Days following notice to the Company of such failure to satisfy;

3)      if the Rights Offering Registration Statement has not been declared effective by the SEC and the Rights Offering Commencement Date has not occurred within 120 days of the Transaction Closing Date;

4)      if a final receipt has not been received from the Securities Commissions for the Canadian Prospectus within 120 days of the Transaction Closing Date;

5)      if any other Investor terminates this Agreement pursuant to this Section 10(b) ; or

6)      on the date that is 270 days following the Transaction Closing Date, if the Backstop Closing Date has not occurred by such date; or

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(iii)       by the Company:

1)      if there has been a breach of any covenant or a breach of any representation or warranty of any of the Investors, which breach would cause the failure of any condition precedent set forth in Section 7(b) , and such breach is not cured on or prior to 15 Business Days following notice to the breaching Investor of such breach; or

2)      upon the occurrence of any event which results in a failure to satisfy any of the conditions set forth in Section 7(b) , which failure is not cured on or prior to 15 Business Days following notice to the failing Investor of such failure to satisfy.

     (b)       This Agreement shall terminate automatically upon the termination of the Transaction Agreement in accordance with its terms.

     (c)       Upon termination of this Agreement pursuant to, and in accordance with, this Section 10 , all rights and obligations of the parties under this Agreement shall terminate without any liability of any party to any other party except that (x) nothing contained herein shall release any party hereto from liability for any willful breach (y) the covenants and agreements made by the parties herein in Section 2 , and Sections 7 through 15 will survive indefinitely in accordance with their terms and (z) the Commitment Fee shall be fully earned when due and non-refundable if paid prior to such termination.

11.        Notices . All notices, requests, demands and other communications under this Agreement shall be in writing and delivered in person, or sent by facsimile, email or reputable overnight delivery service and properly addressed as follows:

      (a)       If to the Company, to:

Golden Queen Mining Co. Ltd.
6411 Imperial Avenue
West Vancouver, British Columbia, V7W 2J5
Attn: H. Lutz Klingmann (President) and Andree St-Germain (Chief Financial Officer)
Email: lklingmann@goldenqueen.com and astgermain@goldenqueen.com

with copies (which shall not constitute notice) to:

Morton Law LLP
1200-750 West Pender Street
Vancouver, British Columbia, V6C 2T8
Attn: Edward L. Mayerhofer
Fax: (604) 681-9652
Email: elm@mortonlaw.ca

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and:

Dorsey & Whitney LLP
1400 Wewatta St., Suite 400
Denver, Colorado 80202
Attn: Kenneth G. Sam
Fax: 303-629-3450
Email: sam.kenneth@dorsey.com

     (b)      If to Gauss Holdings LLC, to:

Gauss Holdings LLC
c/o Leucadia National Corporation
520 Madison Avenue
New York, NY 10022
Attn: Jimmy Hallac
Fax: 212-598-4869
Email: jhallac@leucadia.com

with a copy (which shall not constitute notice) to:

Weil, Gotshal & Manges, LLP
767 Fifth Ave
New York, NY 10153
Attn: Andrea A. Bernstein and Matthew J. Gilroy
Fax: 212-310-8007
Email: andrea.bernstein@weil.com and matthew.gilroy@weil.com

     (c)      If to Auvergne, LLC, to:

Auvergne, LLC
c/o East Hill Management Company
10 Memorial Drive
Suite 902
Providence, RI 02903
Fax: 401-490-0749
Email: thomas.clay@easthillmgt.com

with a copy (which shall not constitute notice) to:

Sullivan & Worcester LLP
One Post Office Square
Boston, MA 02109
Attention: William A. Levine, Esq.
Fax: 617-338-2880
Email: wlevine@sandw.com

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               Any party may from time to time change its address for the purpose of notices to that party by a similar notice specifying a new address, but no such change shall be deemed to have been given until it is actually received by the sought to be charged with its contents. All notices and other communications required or permitted under this Agreement which are addressed as provided in this Section 11 shall be effective (i) upon delivery if delivered personally or by courier, or (ii) upon receipt of proof of transmission if sent by facsimile or email.

12.       Assignment; Third Party Beneficiaries . Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned by any of the parties (whether by operation of law or otherwise) without the prior written consent of the other parties, except to an Affiliated Purchaser pursuant to Section 1(h) . Except as provided in Section 8 with respect to the Indemnified Persons, this Agreement (including the documents and instruments referred to in this Agreement) is not intended to and does not confer any rights or remedies under this Agreement upon any person other than the parties hereto and any Affiliated Purchaser. Any Indemnified Persons shall be entitled to enforce and rely on the provisions listed in the immediately preceding sentence as if they were a party to this Agreement.

13.       Prior Negotiations; Entire Agreement . This Agreement (including the Transaction Agreement, the other documents and instruments referred to in this Agreement and the agreements attached as exhibits thereto) constitutes the entire agreement of the parties and supersedes all prior agreements, arrangements or understandings, whether written or oral, between the parties with respect to the subject matter of this Agreement, except that the parties hereto acknowledge that any confidentiality agreements heretofore executed among the parties will continue in full force and effect.

14.       GOVERNING LAW; VENUE . THIS AGREEMENT WILL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO (I) CONSENTS TO SUBMIT ITSELF TO THE PERSONAL JURISDICTION OF ANY FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK, NEW YORK IN THE EVENT ANY DISPUTE ARISES OUT OF THIS AGREEMENT, (II) AGREES THAT IT WILL NOT ATTEMPT TO DENY OR DEFEAT SUCH PERSONAL JURISDICTION BY MOTION OR OTHER REQUEST FOR LEAVE FROM ANY SUCH COURT (III) WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND (IV) AGREES THAT IT WILL NOT BRING ANY ACTION RELATING TO THIS AGREEMENT IN ANY COURT OTHER THAN A FEDERAL OR STATE COURT LOCATED IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK, NEW YORK. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH, TERMINATION OR VALIDITY OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

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EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 14 .

15.       Counterparts . This Agreement may be executed in any number of counterparts, all of which will be considered one and the same agreement and will become effective when counterparts have been signed by each of the parties and delivered to the other party (including via facsimile or other electronic transmission), it being understood that each party need not sign the same counterpart.

16.       Waivers and Amendments . This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions of this Agreement may be waived, only by a written instrument signed by all the parties or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege pursuant to this Agreement will operate as a waiver thereof, nor will any waiver on the part of any party of any right, power or privilege pursuant to this Agreement, nor will any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement. The rights and remedies provided pursuant to this Agreement are cumulative and are not exclusive of any rights or remedies which any party otherwise may have at law or in equity.

17.       Adjustment to Shares . If, prior to the Backstop Closing Date, the Company effects a reclassification, stock split (including a reverse stock split), stock dividend or distribution, recapitalization, merger, issuer tender or exchange offer, or other similar transaction with respect to any shares of its capital stock, references to the numbers of such shares and the prices therefore shall be equitably adjusted to reflect such change and, as adjusted, shall, from and after the date of such event, be subject to further adjustment in accordance herewith.

18.       Headings . The headings in this Agreement are for reference purposes only and will not in any way affect the meaning or interpretation of this Agreement.

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19.       Publicity . The Company and each Investor shall consult with each other prior to issuing any press releases (and provide each other a reasonable opportunity to review and comment upon such release prior to its public issuance) or otherwise making public announcements with respect to the transactions contemplated by this Agreement; provided , however , that in no event shall any such press release or other public announcement name either Investor without its prior written consent. The Company shall consult with each Investor prior to making any filings (and provide each Investor a reasonable opportunity to review and comment on such filings) with any third party or any governmental entity (including any national securities exchange or interdealer quotation service) with respect to the transactions contemplated by this Agreement, except as may be required by law or by the request of any governmental entity. Subject to the Company’s foregoing obligations pursuant to this Section 19 , nothing contained in this Section 19 shall be interpreted to preclude the Company from making any filing or disclosing any information in any filing, including with the SEC or the Securities Commissions, that the Company acting reasonably determines is necessary or advisable.

[Signature Page Follows]

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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above.

[Signature Page to Standby Purchase Agreement]

Exhibit 10.3

REGISTRATION RIGHTS AGREEMENT

     REGISTRATION RIGHTS AGREEMENT, dated as of June 8, 2014, by and between Golden Queen Mining Co. Ltd., a British Columbia company (the “ Company ”), and Gauss Holdings LLC, a Delaware limited liability company (“ LUK Holdco ”).

     WHEREAS, the Company, LUK Holdco and Auvergne, LLC, are parties to that certain Standby Purchase Agreement, dated as of June 8, 2014 (the “ Backstop Agreement ”) , entered into in connection with a proposed rights offering to be conducted by the Company (the “ Rights Offering ”);

     WHEREAS, concurrently with the execution of this Agreement, the Company, LUK Holdco and certain other parties entered into that certain Transaction Agreement pursuant to which LUK Holdco, through Gauss LLC, a subsidiary of LUK Holdco, will make an investment into a subsidiary of the Company (the “ Transaction Agreement ”); and

     WHEREAS, in consideration of the undertakings of LUK Holdco pursuant to the Backstop Agreement, the Company has agreed to provide LUK Holdco certain rights as set forth herein.

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

ARTICLE I

DEFINITIONS

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

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

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

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

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

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

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

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

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

      “ Holders ” means LUK Holdco, its wholly owned Subsidiaries and any Transferee of their Registrable Securities (and “ Holder ” means any of such Persons).

     “ Holders’ Representative ” means LUK Holdco or any other Holder designated by LUK Holdco as the Holders’ Representative.

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

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

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

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

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

      “ Registrable Securities ” means (a) all Common Shares owned by LUK Holdco as of the date of the closing of the transaction in the Transaction Agreement and all Common Shares purchased pursuant to the Backstop Agreement, and (b) any securities issued directly or indirectly with respect to such Common Shares described in clause (a) because of stock splits, stock dividends, reclassifications, recapitalizations, mergers, share exchanges, reorganizations, consolidations, or similar events, but excluding, as to any particular Registrable Securities, (w) Common Shares, if any, which have been transferred pursuant to a Registration Statement that is effective under the Securities Act, (x) Common Shares, owned by Holders who are not Affiliates of the Company, that are eligible for sale without restriction pursuant to Rule 144(b)(1)(i) (or any successor provision) under the Securities Act, (y) Common Shares which are otherwise eligible to be sold to the public without application of the volume restrictions pursuant to Rule 144 (or any successor provision) under the Securities Act and (z) Common Shares which have been transferred to any Person who is not a Transferee.

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

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

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

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

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

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

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

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

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ARTICLE II

REGISTRATION RIGHTS

     Section 2.1. Demand Registrations . Provided that the Company has elected to require LUK Holdco to effect the Backstop Commitment (as defined in the Backstop Agreement) and LUK Holdco has fulfilled its Backstop Commitment under the terms of the Backstop Agreement to purchase Common Shares in connection with the Rights Offering, then at any time and from time to time following the Backstop Closing Date (as defined in the Backstop Agreement), the Holders’ Representative shall have the right by delivering a written notice to the Company (a “ Demand Notice ” ) to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Securities Act the number of Registrable Securities owned by the Holders and requested by such Demand Notice to be so registered (a “ Demand Registration ” ); provided, however , that a Demand Notice may only be made if (i) the aggregate gross proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration are at least US$5,000,000 based on the volume-weighted average price of the Common Shares during the 20-day period prior to the Demand Notice or (ii) the Holders are requesting to register all of the Registrable Securities owned by the Holders. A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities. Following receipt of a Demand Notice, the Company shall use its reasonable best efforts to file, as promptly as reasonably practicable, but not later than, 60 days with respect to any underwritten offering, or 30 days with respect to any other offering, after receipt by the Company of such Demand Notice (subject to paragraph (e) of this Section 2.1), a Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof in accordance with the methods of distribution elected by such Holders (a “ Demand Registration Statement ” ) and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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     (q)      Subject to the provisions of Section 2.8(b) hereof, in connection with any Demand Registration that is a “fully underwritten marketed offering”, cause its officers to use their reasonable best efforts to support the marketing of the Registrable Securities covered by the Registration Statement (including, without limitation, by participation in “road shows”) as reasonably requested by the underwriters; provided that such officers shall not be required to take any action which would unreasonably interfere with the normal business operations of the Company.

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

     Section 2.4. Certain Additional Agreements .

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

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

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

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     Section 2.5. Indemnification .

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

     (b)       Indemnification by Selling Holders . In connection with any Registration Statement in which a Selling Holder is participating by registering Registrable Securities, such Selling Holder agrees, severally and not jointly with any other Person, to indemnify and hold harmless, to the fullest extent permitted by Law, the Company, the officers and directors of the Company, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, and each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) such underwriter, from and against all Losses, as incurred, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such Registration Statement (or in any preliminary or final Prospectus contained therein, any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto) or any other offering circular or any amendment of or supplement to any of the foregoing or any other document incident to such registration, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a final or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case solely to the extent that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement (or in any preliminary or final Prospectus contained therein, any document incorporated by reference therein or Issuer Free Writing Prospectus related thereto), offering circular, or any amendment of or supplement to any of the foregoing or other document in reliance upon and in conformity with written information furnished to the Company by such Selling Holder expressly for inclusion in such document. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of its directors, officers or controlling Persons. The Company may require as a condition to its including Registrable Securities in any Registration Statement filed hereunder that the holder thereof acknowledge its agreement to be bound by the provisions of this Agreement (including Section 2.5) applicable to it. Notwithstanding the foregoing, if at any time LUK Holdco has assigned its rights and/or obligations under this Agreement to a wholly owned Subsidiary pursuant to Section 3.6, then LUK Holdco and such Selling Holder shall provide the indemnity referenced in this Section 2.5(b) on a joint and several basis.

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

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

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

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

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

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

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

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

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

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ARTICLE III

MISCELLANEOUS

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

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

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

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

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

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

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

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

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

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

If to the Company: Golden Queen Mining Co. Ltd., 6411 Imperial Avenue, West Vancouver, British Columbia, Canada V7W 2J5; Attention: H. Lutz Klingmann (lklingmann@goldenqueen.com) and Andrée St-Germain (astgermain@goldenqueen.com); and with a copy (which shall not constitute notice) to: Morton Law LLP, 1200 - 750 West Pender Street, Vancouver, British Columbia, Canada, V6C 2T8; Attention: Edward L. Mayerhofer (elm@mortonlaw.ca), Esq.; Fax: (604) 681-9652.

If to LUK Holdco: Gauss Holdings LLC, c/o Leucadia National Corporation, 315 Park Avenue South, New York, New York 10010; Attention: Jimmy Hallac (jhallac@leucadia.com); Fax: (212) 598-4869; and with a copy (which shall not constitute notice) to: Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153; Attention: Andrea A. Bernstein (andrea.bernstein@weil.com); Fax: (212) 310-8007.

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

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

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

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

[signature page follows]

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

[REGISTRATION RIGHTS AGREEMENT]

EXHIBIT A

Golden Queen Mining Co. Ltd.
6411 Imperial Avenue
West Vancouver, British Columbia
Canada V7W 2J5
Attention: President and Chief Financial Officer

Ladies and Gentlemen:

     Reference is made to the Registration Rights Agreement, dated as of June __, 2014 (the “Agreement”). Capitalized terms used and not otherwise defined herein are used herein as defined in the Agreement. The undersigned (“Transferee”) hereby: (i) acknowledges receipt of a copy of the Agreement; (ii) notifies the Company that, on [ Date ], Transferee acquired from [ insert name of assigning Holder ] (pursuant to a private transfer that was exempt from the registration requirements under the Securities Act) [ describe the Registrable Securities that were transferred ] (the “Transferred Securities”) and an assignment of such transferor’s rights under the Agreement with respect and to the Transferred Securities, and the Transferee has assumed from such transferor the liability of the transferor in respect of any and all obligations under the Agreement related to the Transferred Securities; and (iii) agrees to be bound by all terms of the Agreement with respect to the Transferred Securities applicable to a Holder of such Transferred Securities as if the Transferee was an original signatory to the Agreement. Notices to the Transferee for purposes of the Agreement may be addressed to: [ • ], [ • ], Attn: [ • ], Fax: [ • ]. This document shall be governed by, and construed in accordance with, the laws of the State of New York, applicable to contracts executed in and to be performed entirely within that State.

cc: [Transferor]

Exhibit 10.4

REGISTRATION RIGHTS AGREEMENT

     REGISTRATION RIGHTS AGREEMENT, dated as of June 8, 2014, by and among Golden Queen Mining Co. Ltd., a British Columbia company (the “ Company ” ), Auvergne, LLC, a Delaware limited liability company (“ Auvergne ”), and the holders set forth on Schedule A (the “ Clay Family Holders ”).

     WHEREAS, the Company, Gauss Holdings LLC and Auvergne are parties to that certain Standby Purchase Agreement, dated as of June 8, 2014 (the “ Backstop Agreement ”), entered into in connection with a proposed rights offering to be conducted by the Company (the “ Rights Offering ”);

     WHEREAS, concurrently with the execution of this Agreement, the Company, LUK Holdco and certain other parties entered into that certain Transaction Agreement pursuant to which LUK Holdco, through Gauss LLC, a subsidiary of LUK Holdco, will make an investment into a subsidiary of the Company (the “ Transaction Agreement ”); and

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

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

ARTICLE I

DEFINITIONS

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

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

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

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

      “ Backstop Registrable Securities ” means all Common Shares purchased by Auvergne under the terms of the Backstop Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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ARTICLE II

REGISTRATION RIGHTS

     Section 2.1. Demand Registrations .     Provided that the Company has elected to require Auvergne to effect the Backstop Commitment (as defined in the Backstop Agreement) and Auvergne has fulfilled its Backstop Commitment under the terms of the Backstop Agreement to purchase Common Shares in connection with the Rights Offering, then at any time and from time to time following the Backstop Closing Date (as defined in the Backstop Agreement), the Holders’ Representative shall have the right by delivering a written notice to the Company (a “ Demand Notice ” ) to require the Company to, pursuant to the terms of this Agreement, register under and in accordance with the provisions of the Securities Act the number of Registrable Securities owned by the Holders and requested by such Demand Notice to be so registered (a “ Demand Registration ” ); provided, however , that a Demand Notice may only be made if (i) the aggregate gross proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration are at least US$5,000,000 based on the volume-weighted average price of the Common Shares during the 20-day period prior to the Demand Notice or (ii) the Holders are requesting to register all of the Registrable Securities owned by the Holders at such time. A Demand Notice shall also specify the expected method or methods of disposition of the applicable Registrable Securities. Following receipt of a Demand Notice, the Company shall use its reasonable best efforts to file, as promptly as reasonably practicable, but not later than, 60 days with respect to any underwritten offering, or 30 days with respect to any other offering, after receipt by the Company of such Demand Notice (subject to paragraph (e) of this Section 2.1), a Registration Statement relating to the offer and sale of the Registrable Securities requested to be included therein by the Holders thereof in accordance with the methods of distribution elected by such Holders (a “ Demand Registration Statement ” ) and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     Section 2.4. Certain Additional Agreements .

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

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

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

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     Section 2.5. Indemnification .

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

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

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

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

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

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

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

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

15

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

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

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

16

ARTICLE III

MISCELLANEOUS

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

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

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

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

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

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

17

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

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

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

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

If to the Company: Golden Queen Mining Co. Ltd., 6411 Imperial Avenue, West Vancouver, British Columbia, Canada V7W 2J5; Attention: H. Lutz Klingmann (lklingmann@goldenqueen.com) and Andrée St-Germain (astgermain@goldenqueen.com); and with a copy (which shall not constitute notice) to: Morton Law LLP, 1200 - 750 West Pender Street, Vancouver, British Columbia, Canada, V6C 2T8; Attention: Edward L. Mayerhofer (elm@mortonlaw.ca), Esq.; Fax: (604) 681-9652.

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

18

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

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

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

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

[signature page follows]

19

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

[REGISTRATION RIGHTS AGREEMENT]

SCHEDULE A

[SCHEDULE B]

     Reference is made to the Registration Rights Agreement, dated as of June __, 2014 (the “Agreement”). Capitalized terms used and not otherwise defined herein are used herein as defined in the Agreement. The undersigned (“Transferee”) hereby: (i) acknowledges receipt of a copy of the Agreement; (ii) notifies the Company that, on [ Date ], Transferee acquired from [ insert name of assigning Holder ] (pursuant to a private transfer that was exempt from the registration requirements under the Securities Act) [ describe the Registrable Securities that were transferred ] (the “Transferred Securities”) and an assignment of such transferor’s rights under the Agreement with respect and to the Transferred Securities, and the Transferee has assumed from such transferor the liability of the transferor in respect of any and all obligations under the Agreement related to the Transferred Securities; and (iii) agrees to be bound by all terms of the Agreement with respect to the Transferred Securities applicable to a Holder of such Transferred Securities as if the Transferee was an original signatory to the Agreement. Notices to the Transferee for purposes of the Agreement may be addressed to: [ • ], [ • ], Attn: [ • ], Fax: [ • ]. This document shall be governed by, and construed in accordance with, the laws of the State of New York, applicable to contracts executed in and to be performed entirely within that State.

cc: [Transferor]

Exhibit 10.5

DEBT RESTRUCTURING AGREEMENT

     DEBT RESTRUCTURING AGREEMENT (this “ Agreement ”) dated as of June 8, 2014, made by and among GOLDEN QUEEN MINING CO. LTD., a British Columbia corporation (“ GQM ”), GOLDEN QUEEN MINING CO., INC., a California corporation (“ GQMCA ”), (GQM and GQMCA are herein collectively referred to as the “ Obligors ”), CLAY FAMILY 2009 IRREVOCABLE TRUST, DATED APRIL 14, 2009 (the “ Clay 2009 Trust ”) and HARRIS CLAY, an individual (the Clay 2009 Trust and Harris Clay are herein collectively referred to as the “ Lenders ”).

     WHEREAS, GQM, GQMCA and the Clay 2009 Trust are parties to a certain Loan Agreement dated as of January 1, 2014 (the “ LTC Loan Agreement ”), and the Clay 2009 Trust is the holder of a certain Promissory Note dated as of December 31, 2013 (the “ LTC Note ”) issued pursuant to the LTC Loan Agreement;

     WHEREAS, GQM, GQMCA and Harris Clay are parties to a certain Loan Agreement dated as of January 1, 2014 (the “ HC Loan Agreement ”), and Harris Clay is the holder of a certain Promissory Note dated December 31, 2013 (the “ HC Note ”) issued pursuant to the HC Loan Agreement (the LTC Loan Agreement, the HC Loan Agreement, the LTC Note and the HC Note are herein collectively referred to as the “ Loan Instruments ”);

     WHEREAS, GQM, GQMCA, Auvergne, LLC, Gauss Holdings LLC and Gauss LLC are parties to a certain Transaction Agreement of even date herewith (the “ Transaction Agreement ”);

     WHEREAS, prior to the Closing GQM will form a wholly owned subsidiary, Golden Queen Holdings, Inc., a California corporation (“ GQMCA Holdco ”);

     WHEREAS, GQM and GQMCA have requested that the Lenders amend the Loan Instruments in connection with the transactions contemplated by the Transaction Agreement (the “ Transactions ”), and the Lenders are willing to do so upon the terms and subject to conditions of this Agreement, including, without limitation, the consummation of the Transactions.

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

ARTICLE I
CLOSING

     Section 1.1.      Closing . The completion and consummation of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Weil, Gotshall & Manges LLP, 767 Fifth Avenue, New York, New York 10153 on the date of the “Closing” under and as defined in the Transaction Agreement. The date on which the Closing hereunder actually occurs is referred to herein as the “ Closing Date ”.

     Section 1.2.      Closing Deliverables by the Obligors . Subject to the conditions of this Agreement, at the Closing GQM and GQMCA shall deliver to the Lenders the following:

          (a)     An amendment to the LTC Loan Agreement substantially in the form of Exhibit A attached hereto (the “LTC Loan Amendment”), duly executed by each of GQM, GQMCA and GQMCA Holdco;

          (b)     An amendment and restatement of the LTC Note, substantially in the form of Exhibit B attached hereto (the “Amended LTC Note”), duly executed by GQM;

          (c)     An amendment to the HC Loan Agreement, substantially in the form of Exhibit C attached hereto (the “HC Loan Amendment”), duly executed by each of GQM, GQMCA and GQMCA Holdco;

          (d)     An amendment and restatement of the HC Note, substantially in the form of Exhibit D attached hereto (the “Amended HC Note”), duly executed by GQM;

          (e)     Certified copies of the resolutions duly adopted by the Board of Directors (or similar managing body) of each of GQM, GQMCA and GQMCA Holdco, authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby; and

          (f)     A certificate of the Chief Executive Officer of each of GQM, GQMCA and GQMCA Holdco, certifying that the conditions specified in Section 2.1 hereof have been satisfied.

     Section 1.3.      Closing Deliverables by the Lenders . Subject to the conditions of this Agreement, at the Closing the Lenders shall deliver to the Obligors the following (a) The LTC Loan Amendment and the Amended LTC Note, duly executed by the Clay 2009 Trust; and (b) The HC Loan Amendment and the Amended HC Note, duly executed by Harris Clay.

     ARTICLE II
CONDITIONS PRECEDENT

     Section 2.1.      Conditions to the Obligations of the Lenders . The obligation of the Lenders to enter into and consummate the Closing are subject to the satisfaction (or waiver by the Lenders) on or prior to the Closing Date of the following conditions:

          (a)     The Transactions shall have been consummated in full in accordance with the Transaction Agreement (i) without any amendment to the Transaction Agreement after the date hereof, and (ii) without any waiver of any of the conditions precedent set forth in Sections 5.1 and 5.2 of the Transaction Agreement, except, with respect to each of the foregoing clauses (i) and (ii), with the consent of the Lenders; and

          (b)     The deliverables set forth in Section 1.2 hereof shall have been delivered. Section

     2.2.      Conditions to the Obligations of the Obligors . The obligation of the Obligors to enter into and consummate the Closing are subject to the satisfaction (or the waiver by the Obligors) on or prior to the Closing Date of the following conditions:

          (a)     The Transactions shall have been consummated in full in accordance with the Transaction Agreement; and

          (b)     The deliverables set forth in Section 1.3 hereof shall have been delivered.

     ARTICLE III
TERMINATION

     Section 3.1.      Termination . This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing Date: (a) By the unanimous written consent of the parties; or (b) By the Lenders if the Transaction Agreement has been terminated or the Transactions shall not have been consummated on or before December 31, 2014.

     Section 3.2.      Effect of Termination . In the event of the termination of this Agreement as provided in Section 3.1, the party terminating this Agreement shall give written notice thereof to the other parties specifying the provision hereof pursuant to which such termination is made, and this Agreement shall forwith become null and void (other than this Section 3.2, Section 3.3 and Article IV, all of which shall survive termination of this Agreement), and there shall be no liability on the part of the parties or their respective, directors, officers and affiliates, except as provided in Section 3.3.

     Section 3.3.      Fees and Expenses . Whether or not the transactions contemplated by this Agreement and the Transactions are consummated, all fees and expenses incurred by any party hereto with respect to this Agreement shall be paid by GQM.

     ARTICLE IV
MISCELLANEOUS

Section 4.1.      Amendments; Waivers; Etc .

          (a)     At any time prior to the Closing Date, this Agreement may be amended or supplemented in any and all respects by written agreement of the parties.

          (b)     At any time prior to the Closing Date, any party may (i) extend the time for the performance of any of the obligations or acts of any other party hereto, (ii) waive compliance by any other party with any of the agreements contained herein or (iii) waive any of such party’s conditions. No failure or delay by the parties in exercising any right hereunder 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 hereunder. Any agreement on the part of a party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.

     Section 4.2.      Assignment . Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of law or otherwise, by any of the parties without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns. Any purported assignment not permitted under this Section shall be null and void.

     Section 4.3.      Entire Agreement . This Agreement, the Exhibits hereto and the Transaction Agreement constitute the entire agreement, and supersede all other prior agreements and understandings, both written and oral, among the Parties, or any of them, with respect to the subject matter hereof.

     Section 4.4.      No Third-Party Beneficiaries . Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties (and their respective successors and permitted assigns) any right or remedy of any nature whatsoever under or by reason of this Agreement.

     Section 4.5.      Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, applicable to contracts executed in and to be performed entirely within that State.

     Section 4.6.      Waiver of Jury Trial . To the extent not prohibited by applicable law which cannot be waived, each of the parties hereby waives, and covenants that he or it will not assert (whether as plaintiff, defendant or otherwise), any right to trial by jury in any forum in respect of any issue, claim, demand, action or cause of action arising out of or based upon this Agreement or the subject matter hereof, whether now existing or hereafter arising and whether sounding in tort or contract or otherwise.

     Section 4.7.      Severability . If any term or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

     Section 4.8.      Notices . All notices, requests and other communications to any party hereunder shall be in writing and shall be deemed given if delivered personally, telecopy faxed (which is confirmed) or sent by overnight courier (providing proof of delivery) to the parties at the following addresses:

If to Obligors, to:

with copies (which shall not constitute notice) to:

or such other address or telecopy fax number as such party may hereafter specify by like notice to the other parties. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 P.M. in the place of receipt and such day is a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.

     IN WITNESS WHEREOF, the parties have caused this Debt Restructuring Agreement to be duly executed and delivered as of the date first above written.

( Signature Page to Debt Restructuring Agreement)

EXHIBIT A

AGREEMENT AND AMENDMENT NO. 1
TO LOAN AGREEMENT

     This AGREEMENT AND AMENDMENT NO. 1 TO LOAN AGREEMENT, dated as of ____________ __, 2014 (this “ Amendment ”), is among GOLDEN QUEEN MINING CO. LTD., a British Columbia corporation (the “ Borrower ”), GOLDEN QUEEN MINING CO., INC., a California corporation (“ GQMCA ”), GOLDEN QUEEN HOLDINGS, INC., a California corporation (“ GQMCA Holdco ”), and CLAY FAMILY 2009 IRREVOCABLE TRUST, DATED APRIL 14, 2009 (the “ Lender ”). All capitalized terms used herein and not otherwise defined shall have the meanings prescribed therefor in the Loan Agreement (as defined below).

     WHEREAS, the Borrower, GQMCA and the Lender are parties to that certain Loan Agreement dated as of January 1, 2014 (as amended, restated or otherwise modified from time to time, the “ Loan Agreement ”), pursuant to which the Lender advanced the Principal Amount to the Borrower and the Borrower issued its Promissory Note to the Lender;

WHEREAS, the Borrower has requested that the Lender amend the Loan Agreement as set forth herein in connection with the closing of the transactions referred to in that certain Transaction Agreement dated as of _______ __, 2014, among the Borrower, GQMCA, Auvergne, LLC, Gauss Holdings LLC and Gauss LLC.

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

     1.      Amendments to the Loan Agreement .

          1.1 The Preamble to the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“THIS AGREEMENT is made effective this 1 ^st day of January, 2014

AMONG:

     GOLDEN QUEEN MINING CO. LTD., a corporation existing under the laws of the Province of British Columbia with an address at 6411 Imperial Avenue, West Vancouver, British Columbia, V7W 2J5

     (the “Borrower”)

AND:

     GOLDEN QUEEN MINING CO., INC., a corporation existing under the laws of the State of California, with an address at 15772 K Street, Mojave, California 93501

     (“GQMCA”)

AND:

     Golden Queen Holdings, Inc., a corporation existing under the laws of the State of California, with an address at 15772 K Street, Mojave, California, 93501

     (the “Guarantor”)

AND:

     CLAY FAMILY 2099 IRREVOCABLE TRUST, DATED APRIL 14, 2009, a trust having an address at 10 Memorial Blvd., Suite 902, Providence, Rhode Island, 02903

     (the “Lender”)

          1.2     All references in the Loan Agreement to the “Guarantor” shall be references to Golden Queen Holdings, Inc., and not to Golden Queen Mining Co., Inc.

          1.3      Section 1(e) of the Loan Agreement is hereby amended and restated in its entirety to read as follows: “(e) “Financing” means one or more financings by the Borrower where collectively the aggregate proceeds received by the Borrower itself are at least $15,000,000 in United States currency;”

          1.4      Section 4(a)(ii) is hereby amended and restated in its entirety to read as follows: “(ii) The first date on which proceeds of a Financing are received; and”

          1.5      Section 4(b) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

     “(b)     The Borrower may prepay all or part of the Loan in full at any time prior to the Maturity Date, provided that if the prepayment is made after July 1, 2014, the prepayment will be in the amount of 105% of the Principal Amount, plus accrued interest and other costs forming part of the Outstanding Balance.”

          1.6      Section 5 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

          “5. [Deleted]”.

          1.7      Section 9(b) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

          “(b) [Deleted]”.

     2.      Guarantor . GQMCA Holdco hereby becomes the “Guarantor” under the Loan Agreement and assumes all of the obligations of the “Guarantor” thereunder. GQMCA is hereby released as “Guarantor” under the Loan Agreement.

     3.      Representations . The Borrower and the Guarantor, jointly and severally, hereby represent and warrant to the Lender as follows:

          (a)     no Event of Default, as described in Section 13 of the Loan Agreement, has occurred and is continuing as of the date hereof; and

          (b)     the representations and warranties contained in Section 10 of the Loan Agreement are true and correct in all material respects on and as of the date hereof.

     4.      General . The foregoing amendments to the Loan Agreement are limited as provided herein and do not extend to other provisions of the Loan Agreement not specified herein or to any other matter. The Loan Agreement is ratified and confirmed and shall continue in full force and effect as amended hereby. This Amendment may be executed in any number of counterparts with the same effect as if the signatures hereto and thereto were upon the same instrument.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement and Amendment No. 1 to Loan Agreement as of the date first written above.

[Amendment No. 1 to Loan Agreement]

EXHIBIT B

AMENDED AND RESTATED PROMISSORY NOTE

FOR VALUE RECEIVED, GOLDEN QUEEN MINING CO. LTD. (the "Borrower"), promises to pay to the order of Clay Family 2009 Irrevocable Trust, dated April 14, 2009 (the "Lender") on or before December 31, 2014 (the "Maturity Date"), the sum of seven million five hundred thousand United States dollars (US$7,500,000) (the "Principal Amount") with interest thereon at the rate of 5% per annum, payable on the Maturity Date, provided that if the Principal Amount is repaid on a date that is less than 183 days prior to the Maturity Date, then the Borrower will instead pay to the Lender the amount of 105% of the Principal Amount plus interest on the Principal Amount at the rate of 5% per annum..

The Borrower hereby waives demand for payment and presentment hereof.

Time shall be of the essence. This Note shall be governed as to validity, interpretation, construction, effect and in all other respects by the laws of the Province of British Columbia.

This Note is issued by the Borrower pursuant to the terms of an Agreement and Amendment No. 1 to Loan Agreement between the Borrower and the Lender dated _________, 2014.

EXHIBIT C

AGREEMENT AND AMENDMENT NO. 1
TO LOAN AGREEMENT

     This AGREEMENT AND AMENDMENT NO. 1 TO LOAN AGREEMENT, dated as of ____________ __, 2014 (this “ Amendment ”), is among GOLDEN QUEEN MINING CO. LTD., a British Columbia corporation (the “ Borrower ”), GOLDEN QUEEN MINING CO., INC., a California corporation (“ GQMCA ”), GOLDEN QUEEN HOLDINGS, INC., a California corporation (“ GQMCA Holdco ”), and HARRIS CLAY, an individual (the “ Lender ”). All capitalized terms used herein and not otherwise defined shall have the meanings prescribed therefor in the Loan Agreement (as defined below).

     WHEREAS, the Borrower, GQMCA and the Lender are parties to that certain Loan Agreement dated as of January 1, 2014 (as amended, restated or otherwise modified from time to time, the “ Loan Agreement ”), pursuant to which the Lender advanced the Principal Amount to the Borrower and the Borrower issued its Promissory Note to the Lender;

     WHEREAS, the Borrower has requested that the Lender amend the Loan Agreement as set forth herein in connection with the closing of the transactions referred to in that certain Transaction Agreement dated as of _______ __, 2014, among the Borrower, GQMCA, Auvergne, LLC, Gauss Holdings LLC and Gauss LLC.

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

     1.      Amendments to the Loan Agreement .

          1.1     The Preamble to the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“THIS AGREEMENT is made effective this 1 ^st day of January, 2014

AMONG:

     GOLDEN QUEEN MINING CO. LTD., a corporation existing under the laws of the Province of British Columbia with an address at 6411 Imperial Avenue, West Vancouver, British Columbia, V7W 2J5

     (the “Borrower”)

AND:

     GOLDEN QUEEN MINING CO., INC., a corporation existing under the laws of the State of California, with an address at 15772 K Street, Mojave, California 93501

     (“GQMCA”)

AND:

     Golden Queen Holdings, Inc., a corporation existing under the laws of the State of California, with an address at 15772 K Street, Mojave, California, 93501

     (the “Guarantor”)

AND:

     HARRIS CLAY, an individual with an address at 933 Milledge Road, Augusta, GA 20904

     (the “Lender”)

          1.2     All references in the Loan Agreement to the “Guarantor” shall be references to Golden Queen Holdings, Inc., and not to Golden Queen Mining Co., Inc.

          1.3      Section 1(e) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

     “(e)      “Financing” means one or more financings by the Borrower where collectively the aggregate proceeds received by the Borrower itself are at least $15,000,000 in United States currency;”

          1.4      Section 4(a)(ii) is hereby amended and restated in its entirety to read as follows:

          “(ii) The first date on which proceeds of a Financing are received; and”

          1.5      Section 4(b) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

     “(b)     The Borrower may prepay all or part of the Loan in full at any time prior to the Maturity Date, provided that if the prepayment is made after July 1, 2014, the prepayment will be in the amount of 105% of the Principal Amount, plus accrued interest and other costs forming part of the Outstanding Balance.”

          1.6      Section 5 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

          “5. [Deleted]”.

          1.7      Section 9(b) of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

          “(b) [Deleted]”.

-2-

     2.      Guarantor . GQMCA Holdco hereby becomes the “Guarantor” under the Loan Agreement and assumes all of the obligations of the “Guarantor” thereunder. GQMCA is hereby released as “Guarantor” under the Loan Agreement.

     3.      Representations . The Borrower and the Guarantor, jointly and severally, hereby represent and warrant to the Lender as follows:

          (a)     no Event of Default, as described in Section 13 of the Loan Agreement, has occurred and is continuing as of the date hereof; and

          (b)     the representations and warranties contained in Section 10 of the Loan Agreement are true and correct in all material respects on and as of the date hereof.

     4.      General . The foregoing amendments to the Loan Agreement are limited as provided herein and do not extend to other provisions of the Loan Agreement not specified herein or to any other matter. The Loan Agreement is ratified and confirmed and shall continue in full force and effect as amended hereby. This Amendment may be executed in any number of counterparts with the same effect as if the signatures hereto and thereto were upon the same instrument.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement and Amendment No. 1 to Loan Agreement as of the date first written above.

[Amendment No. 1 to Loan Agreement]

EXHIBIT D

AMENDED AND RESTATED PROMISSORY NOTE

FOR VALUE RECEIVED, GOLDEN QUEEN MINING CO. LTD. (the "Borrower" ), promises to pay to the order of Harris Clay (the "Lender" ) on or before December 31, 2014 (the "Maturity Date" ), the sum of two million five hundred thousand United States dollars (US$2,500,000) (the "Principal Amount" ) with interest thereon at the rate of 5% per annum, payable on the Maturity Date, provided that if the Principal Amount is repaid on a date that is less than 183 days prior to the Maturity Date, then the Borrower will instead pay to the Lender the amount of 105% of the Principal Amount plus interest on the Principal Amount at the rate of 5% per annum..

The Borrower hereby waives demand for payment and presentment hereof.

Time shall be of the essence. This Note shall be governed as to validity, interpretation, construction, effect and in all other respects by the laws of the Province of British Columbia.

This Note is issued by the Borrower pursuant to the terms of an Agreement and Amendment No. 1 to Loan Agreement between the Borrower and the Lender dated __________, 2014.