EXECUTION VERSION

AMENDED AND RESTATED TERM LOAN AGREEMENT

dated as of

June 8, 2015

among

GOLDEN QUEEN MINING CO. LTD., as Borrower,

and

i

ii

EXHIBITS

Form of

SCHEDULES

iii

AMENDED AND RESTATED TERM LOAN AGREEMENT

THIS AMENDED AND RESTATED TERM LOAN AGREEMENT is made as of June 8, 2015, among GOLDEN QUEEN MINING CO. LTD., a British Columbia corporation, (the “ Borrower ”), THE LANDON T. CLAY 2009 IRREVOCABLE TRUST DATED MARCH 6, 2009 (“ LTC Lender ”), EHT, LLC (“ EHT Lender ”), HARRIS CLAY (“ HC Lender ”) and THE CLAY FAMILY 2009 IRREVOCABLE TRUST DATED APRIL 14, 2009 (“ CFT Lender ” and, together with LTC Lender, EHT Lender and HC Lender, the “ Lenders ”).

WHEREAS, the Borrower, LTC Lender and EHT Lender (as assignee in interest of HC Lender) are parties to that certain Term Loan Agreement, dated December 31, 2014, as amended (the “ Existing Agreement” ).

WHEREAS, the parties to the Existing Agreement wish to amend and restate the Existing Agreement as set forth herein, and HC Lender and CFT Lender wish to become parties hereto as Lenders.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree that the Existing Agreement is hereby amended and restated in its entirety as follows:

SECTION I

DEFINITIONS

1.1     Definitions .

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

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

Agreement . This Amended and Restated Term Loan Agreement, including the Exhibits and Schedules hereto, as the same may be amended, restated, supplemented or otherwise modified from time to time.

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

BC Subco . Golden Queen Mining Canada Ltd., a British Columbia corporation.

Borrower . See the Preamble.

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

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

Capital Expenditures . With respect to any Person for any period, any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations).

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

Cash Equivalents . (a) Securities issued or unconditionally guaranteed by the Federal Government of Canada or the United States of America, or by any agency or autonomous government entity of the same countries, provided that such securities have maturities of not more than one year from the date acquired; (b) certificates of deposit with maturities of not more than one year from the date acquired issued by a United States Federal or state chartered commercial bank of recognized standing, or a commercial bank organized under the laws of any other country which is a member of the Organisation for Economic Cooperation and Development, or a political subdivision of any such country, acting through a branch or agency, which bank has capital and unimpaired surplus in excess of $500,000,000 and which bank or its holding company has a short term commercial paper rating of at least A-2 or the equivalent by S&P or at least P-2 or the equivalent by Moody’s; (c) reverse repurchase agreements with terms of not more than seven days from the date acquired, for securities of the type described in clause (a) above and entered into only with commercial banks having the qualifications described in clause (b) above; (d) commercial paper issued by any Person incorporated under the laws of the United States of America or any State thereof and rated at least A-2 or the equivalent thereof by S&P or at least P-2 or the equivalent thereof by Moody’s, in each case with maturities of not more than one year from the date acquired; (e) commercial paper issued by any Person that is incorporated or organized under the laws of Canada or any Province thereof, which is rated at least A-2 by S&P or at least P-2 by Moody’s, or any Canadian affiliate of the same rating agencies, in each case with maturities of not more than one year from the date acquired; and (f) investments in money market funds registered under the Investment Company Act of 1940, as amended, which have net assets of at least $500,000,000, and at least 85% of whose assets consist of securities and other obligations of the type described in clauses (a) through (e) above.

CFT Lender . See the Preamble.

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

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

Clay Family Member . Any Person in the Clay Family.

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

Closing Fee . See Section 2.3 .

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

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

Convertible Debentures . Those certain convertible debentures issued by Borrower on July 26, 2013, pursuant to the terms of subscription agreements and convertible debt loan agreements with Jonathan Clay and Thomas Clay dated July 23, 2013 and July 26, 2013, respectively.

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

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

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

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Dollars or $ . United States dollars.

EHT Lender . See the Preamble.

Encumbrances . See Section 6.3 .

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

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

Event of Default . Any event described in Section 7.1 .

Extraordinary Receipt . Any cash received by or paid to or for the account of any Person not in the ordinary course of business, including tax refunds, pension plan reversions, proceeds of insurance (other than proceeds of business interruption insurance to the extent such proceeds constitute compensation for lost earnings), condemnation and eminent domain awards (and payments in lieu thereof), indemnity payments and any purchase price adjustments.

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

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

Fixed Rate . 10% per annum.

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

Gauss . Gauss LLC, a Delaware limited liability company.

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

GQ California . Golden Queen Mining Company, LLC, a California limited liability company (formerly known as Golden Queen Mining Co., Inc., a California corporation).

GQ California Consent . That certain Amended and Restated Consent under the GQ California LLC Agreement in the form attached hereto as Exhibit D , as amended, restated, supplemented or otherwise modified from time to time.

GQ California LLC Agreement . That certain Amended and Restated Limited Liability Company Agreement of GQ California, dated as of September 15, 2014.

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

HC Lender . See the Preamble.

Holdings . Golden Queen Mining Holdings, Inc., a California corporation.

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

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

LTC Lender . See the Preamble.

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

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

Loan Parties . Collectively, the Borrower and each Subsidiary Guarantor. Loan . See Section 2.1(a) .

LUK Holdco . Gauss Holdings LLC, a Delaware limited liability company.

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

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Maturity Date . December 8, 2016.

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

Net Cash Proceeds . With respect to:

(a)     any Disposition by the Borrower, or any Extraordinary Receipt received or paid to the account of the Borrower, the excess, if any, of (i) the sum of cash and Cash Equivalents received in connection with such transaction (including any cash or Cash Equivalents received by way of deferred payment pursuant to, or by monetization of, a note receivable or otherwise, but only as and when so received) over (ii) the sum of (A) the principal amount of any Indebtedness that is secured by the applicable asset and that is required to be repaid in connection with such transaction (other than Indebtedness under the Loan Documents), (B) the reasonable and customary out-of-pocket expenses incurred by the Borrower and its agents, advisors and representatives (including fees and expenses of financial advisors, market consultants and legal counsel) in connection with such transaction and (C) income taxes reasonably estimated to be actually payable within two years of the date of the relevant transaction as a result of any gain recognized in connection therewith; provided that, if the amount of any estimated taxes pursuant to subclause (C) exceeds the amount of taxes actually required to be paid in cash in respect of such Disposition, the aggregate amount of such excess shall constitute Net Cash Proceeds; and

(b)     the sale or issuance after the date of this Agreement of any Equity Interest by the Borrower, or the incurrence or issuance of any Indebtedness by the Borrower other than Indebtedness permitted by Section 6.1 , the excess of (i) the sum of the cash and Cash Equivalents received in connection with such transaction over (ii) the underwriting discounts and commissions, and other reasonable and customary out-of-pocket expenses, incurred by the Borrower and its agents, advisors and representatives (including fees and expenses of financial advisors, market consultants and legal counsel) in connection therewith .

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

Notes . See Section 2.1(b) .

Obligations . The following:

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

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

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

Option Agreement . That certain Amended and Restated Option Agreement among the Lenders and LUK Holdco in the form attached hereto as Exhibit E , as amended, restated, supplemented or otherwise modified from time to time;

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

Permitted Encumbrances . See Section 6.3 .

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

Pledge Agreement . That certain Amended and Restated Pledge Agreement dated as of the date hereof by the Borrower, Holdings and BC Subco in favor of the Lenders, in the form attached hereto as Exhibit B , as amended, restated, supplemented or otherwise modified from time to time.

Prepayment Fee . See Section 2.5(b) .

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

Qualified Investments . As applied to the Borrower, investments in (i) notes, bonds or other obligations of the United States of America or any agency thereof that as to principal and interest constitute direct obligations of or are guaranteed by the United States of America and that have maturity dates not more than one year from the date of acquisition; (ii) notes, bonds or other obligations of the Federal Government of Canada or any agency thereof that as to principal and interest constitute direct obligations of or are guaranteed by the Federal Government of Canada and that have maturity dates not more than one year from the date of acquisition; (iii) certificates of deposit, demand deposit accounts or other deposit instruments or accounts maintained in the ordinary course of business with banks or trust companies organized under the laws of the United States or any state thereof that have capital and surplus of at least $500,000,000 which certificates of deposit and other deposit instruments, if not payable on demand, have maturities of not more than one year from the date of acquisition; (iv) certificates of deposit, demand deposit accounts or other deposit instruments or accounts maintained in the ordinary course of business with banks or trust companies organized under the laws of Canada or any province thereof that have capital and surplus of at least $500,000,000 which certificates of deposit and other deposit instruments, if not payable on demand, have maturities of not more than one year from the date of acquisition; (iv) commercial paper issued by any Person that is incorporated under the laws of the United States of America or any state thereof and rated at least A-2 by S&P or at least P-2 by Moody’s that is rated not less than P-2 or A-2 or their equivalents by Moody’s or S&P, respectively, or their successors, and in each case maturing not more than one year from the date of acquisition; (v) commercial paper issued by any Person that is incorporated or organized under the laws of Canada or any Province thereof, which is rated at least A-2 by S&P or at least P-2 by Moody’s, or any Canadian affiliate of the same rating agencies, in each case with maturities of not more than one year from the date acquired; or (vi) any repurchase agreement secured by any one or more of the foregoing.

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Registration Rights Agreement . That certain Amended and Restated Registration Rights Agreement by and among the Borrower and the Clay Family Members party thereto in the form attached hereto as Exhibit F , as amended, restated, supplemented or otherwise modified from time to time.

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

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

Sanctioned Country . A country subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx, or as otherwise published from time to time.

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Sanctioned Person . Any of the following: (i) a Person named on the list of “Specially Designated Nationals and Blocked Persons” maintained by OFAC available at http://www.treasury.gov/ofac/downloads/t11sdn.pdf , or as otherwise published from time to time, or (ii) (A) an agency of the government of a Sanctioned Country, (B) an organization controlled by a Sanctioned Country, or (C) a person resident in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC.

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

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

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

Subsidiary Guarantor . Holdings, BC Subco and each Subsidiary of the Borrower existing as of the Closing Date or acquired or created by the Borrower after the Closing Date, in each case party to the Subsidiary Guaranty. For the avoidance of doubt, GQ California is not and shall not become a Subsidiary Guarantor.

Subsidiary Guaranty . That certain Amended and Restated Guaranty dated as of the date hereof by the Subsidiary Guarantors in favor of the Lenders, in the form attached hereto as Exhibit C , as amended, restated, supplemented or otherwise modified from time to time.

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

Top Up Contribution . See Section 5.11 .

1.2     Rules of Interpretation .

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

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

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

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

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

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

(g)     All terms not specifically defined herein or by GAAP which terms are defined in the Uniform Commercial Code as in effect in The State of New York, shall have the meanings assigned to them in such Uniform Commercial Code.

SECTION II

DESCRIPTION OF LOAN

2.1      The Loan .

(a)      Term Loan . Upon the terms and subject to the conditions of this Agreement, and in reliance upon the representations, warranties and covenants of the Borrower herein, the Lenders agree to make a term loan (the “ Loan ”) to the Borrower on the Closing Date in the principal amount of Thirty-Seven Million Five Hundred Thousand Dollars ($37,500,000). Each Lender shall fund its respective portion of the Loan pursuant to the allocations set forth on Schedule 2.1(a) .

(b)     The Notes . The Loan shall be evidenced by promissory notes dated as of the Closing Date in the aggregate principal amount equal to the amount of the Loan, such notes to be in substantially the form of Exhibit A-1 , Exhibit A-2 , Exhibit A-3 and Exhibit A-4 hereto (together, the “ Notes ”).

2.2      Interest Rates and Payments of Interest .

(a)     The Loan shall bear interest at a rate per annum equal to the Fixed Rate. Such interest shall be payable quarterly in arrears on the first Business Day of each calendar quarter, commencing October 1, 2015. For interest payments due October 1, 2015, January 4, 2016, April 1, 2016, and July 1, 2016, the Borrower may elect, by notice to the Lenders prior to the due date for payment of interest, to pay interest in kind by adding such interest payment to the unpaid principal balance outstanding under the Loan.

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

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

2.3      Closing Fee . The Borrower shall pay to the Lenders on the Closing Date a closing fee in the amount of One Million Five Hundred Thousand Dollars ($1,500,000) (the “ Closing Fee ”), to be allocated among the Lenders in accordance with their respective percentages as set forth on Schedule 2.1(a) .

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

2.5      Prepayments .

(a)     Mandatory .

(i)     If the Borrower Disposes of any property (other than any Disposition of any property permitted by Section 6.4(b) ) which results in the realization by the Borrower of Net Cash Proceeds in excess of $500,000, the Borrower shall prepay an aggregate principal amount of the Loan equal to 100% of such Net Cash Proceeds immediately upon receipt thereof by the Borrower.

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(ii)     Upon any Extraordinary Receipt received by or paid to or for the account of the Borrower in excess of $500,000, and not otherwise included in clause (i) of this Section 2.5(b) , the Borrower shall prepay an aggregate principal amount of the Loan equal to 100% of all Net Cash Proceeds received therefrom immediately upon receipt thereof by the Borrower.

(iii)     Principal and accrued unpaid interest and the Prepayment Fee shall become immediately due and payable five days after GQ California has incurred cumulative debt in a principal amount greater than $5,000,000 (excluding mobile equipment financing and short term financing with or on behalf of one or more refineries in connection with their purchases of GQ California’s gold and silver doré bars), unless all representatives of Holdings, other than Clay Family Members, on GQ California’s board of managers vote against GQ California incurring such debt.

(b)     Voluntary . The Borrower may prepay the Loan in whole or in part at any time prior to the Maturity Date, provided that the Borrower shall pay a prepayment fee in the amount of 3% of the amount prepaid (the “ Prepayment Fee ”). Such Prepayment Fee shall not apply to prepayments under Section 2.5(a) .

2.6 Method of Payments .

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

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

2.7 Computation of Interest and Fees . All computation of fees and interest shall be made on the basis of a 360-day year and actual days elapsed. If the due date for any payment of principal is extended by operation of law, interest shall be payable for such extended time. If any payment required by this Agreement becomes due on a day that is not a Business Day such payment may be made on the next succeeding Business Day, and such extension shall be included in computing interest in connection with such payment.

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2.8 Taxes .

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

(b)      Indemnification by the Borrower . The Borrower shall indemnify the Lenders, within ten days after demand therefor, for the full amount of any Taxes (including Taxes imposed or asserted on or attributable to amounts payable under this Section 2.8 ) paid by the Lenders, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by the Lenders shall be conclusive absent manifest error.

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

SECTION III

CONDITIONS OF LENDING

The agreement of the Lenders to make the Loan is subject to the satisfaction of the following conditions precedent on or prior to the Closing Date:

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

(a)     an executed counterpart of this Agreement;

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

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(c)     the Pledge Agreement executed by the Borrower, Holdings and BC Subco;

(d)     the Subsidiary Guaranty executed by each Subsidiary Guarantor;

(e)     the Registration Rights Agreement executed by the Borrower;

(f)     Warrants substantially in the form of Exhibit G attached hereto to purchase an aggregate of 10,000,000 shares of common stock of the Borrower; such warrants to be allocated among and issued to the Lenders in accordance with their respective percentages as set forth on Schedule 2.1(a) attached hereto;

(g)     an indemnity agreement executed by the Borrower;

(h)     evidence satisfactory to the Lenders that the GQ California Consent has been executed and delivered by each party thereto;

(i)     evidence satisfactory to the Lenders that the Option Agreement has been executed and delivered by each party thereto;

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

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

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

(m)     a certificate signed by a Responsible Officer of the Borrower certifying that the conditions specified in Sections 3.2 , 3.3 , 3.4 , and 3.5 have been satisfied;

(n)      certificates attesting to the Solvency of each Loan Party, from such Loan Party’s chief financial officer, treasurer, controller, administrator or other officer of equivalent responsibility; and

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

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3.2      Indebtedness . The Borrower shall not have outstanding any Indebtedness for money borrowed other than the Loan and any other Indebtedness permitted by Section 6.1 including the Indebtedness set forth on Schedule 6.1(e) .

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

3.4       Accuracy of Representations and Warranties . The representations and warranties contained in Section IV hereof and all representations and warranties made by the Borrower and each other Loan Party under any other Loan Document shall be true and accurate in all material respects on and as of the Closing Date.

3.5      No Default . No Default or Event of Default shall have occurred and be continuing.

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

SECTION IV

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lenders as of the Closing Date and, if different, the date on which the Loan is made to the Borrower that:

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

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

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

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

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

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

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

4.5      Financial Statements . The audited financial statements of the Borrower and its Subsidiaries for the fiscal year of the Borrower ended December 31, 2014, furnished to the Lenders, are true and complete in all material respects, have been prepared in accordance with GAAP, and fairly present the financial condition of the Borrower and its Subsidiaries as of the date of such financial statements and the results of their operations for the period then ending. Since the date of such statements, there has been no material change in any Company’s accounting procedures. Since the delivery to the Lenders of the most recently audited financial statements of the Borrower, there has been no material adverse change in the Borrower or its Subsidiaries’ financial condition, properties or business, taken as a whole.

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

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

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

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

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

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

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4.12      Subsidiaries; Equity Interests . Schedule 4.12 sets forth a complete and accurate list of all Subsidiaries of the Borrower, showing as of the Closing Date (as to each Subsidiary) the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number or, in the case of any non-U.S. party that does not have a U.S. taxpayer identification number, its unique identification number issued to it by the jurisdiction of its incorporation.

4.13     Margin Regulations; Investment Company Act .

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

(b)     None of the Borrower or any Subsidiary of the Borrower is or is required to be registered as an “investment company” under the Investment Company Act of 1940.

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

4.15     Solvency . Each of the Borrower and its Subsidiaries is Solvent.

4.16     Compliance with OFAC Rules and Regulations . Neither the Borrower, nor any Affiliate of the Borrower (i) is a Sanctioned Person, (ii) has any assets in Sanctioned Countries, or (iii) derives any of its operating income from investments in, or transactions with Sanctioned Countries or with one or more Persons whom it knows to be a Sanctioned Person. No part of the proceeds of the Loan will be used directly or indirectly to fund any operations in, finance any investments or activities in or make any payments to, a Sanctioned Person or a Sanctioned Country.

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

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SECTION V

AFFIRMATIVE COVENANTS

The Borrower covenants that so long as the Loan or any other Obligation remains outstanding:

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

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

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

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

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

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

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

5.2     Conduct of Business .

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

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

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

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

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

5.6     Use of Proceeds .

(a)     The Borrower will use the proceeds of the Loan to (i) pay the Closing Fee, (ii) finance Holdings’ making of the Top Up Contribution, (iii) repay the Convertible Debentures in full on July 26, 2015, (iv) pay taxes and expenses associated with the transactions contemplated hereby and (v) for general corporate purposes of the Borrower.

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

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

5.8     Notification Requirements . The Borrower shall furnish to the Lenders:

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

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

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

5.9      Environmental Compliance .

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

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

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

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

5.11      Top Up Contribution . The Borrower shall cause Holdings to contribute the Top Up Amount (as defined in the GQ California LLC Agreement) to GQ California (the “ Top Up Contribution ”) on or before June 15, 2015.

SECTION VI

NEGATIVE COVENANTS

The Borrower covenants that so long as the Loan or any other Obligation remains outstanding:

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

(a)     Obligations;

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

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

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(d)     Guarantees permitted under Section 6.2 hereof;

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

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

6.2       Contingent Liabilities . The Borrower shall not create, incur, assume, guarantee or be or remain liable with respect to any Guarantees other than Guarantees resulting from the endorsement of negotiable instruments for deposit or collection in the ordinary course of business.

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

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

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

6.4      Merger; Dispositions; Liquidation .

(a)     The Borrower may not merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or liquidate or dissolve, except that, if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing any Subsidiary of the Borrower that is a Loan Party may merge into the Borrower in a transaction in which the Borrower is the surviving corporation.

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

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6.5      Restricted Payments . The Borrower shall not make any Restricted Payments, except that:

(a)      So long as no Event of Default, including but not limited to the occurrence of a Change of Control, has occurred and is continuing, the Borrower may make such Restricted Payments that are unanimously approved by its board of directors or by a committee thereof whose members have been unanimously approved by its board of directors;

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

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

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

(a) Qualified Investments;

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

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

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

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

SECTION VII

DEFAULTS

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

(a)     Non-Payment . The Borrower or any other Loan Party fails to (i) pay when and as required to be paid herein, any amount of principal of the Loan, or (ii) pay within three (3) days after the same becomes due, any interest on the Loan or any fee due hereunder, or (iii) pay within ten (10) days after the same becomes due, any other amount payable hereunder or under any other Loan Document; or

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(b)      Specific Covenants . (i) The Borrower fails to perform or observe any term, covenant or agreement contained in any of Sections 5.1(a) , (b) , or (c) , Sections 5.2(b) , 5.4 , 5.6 , 5.7 , 5.8 , or 5.10 , or Section VI , (ii) a Subsidiary Guarantor violates or fails to perform or observe any term, covenant or agreement contained in the Subsidiary Guaranty, or (iii) the Borrower or Holdings violates or fails to perform or observe any term, covenant or agreement contained in the Pledge Agreement; or

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

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

(e)     Cross-Default . (i) The Borrower (A) shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than $50,000, or (B) shall fail to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) the Borrower shall fail to pay when due (after any applicable period of grace) any amount payable under one or more agreements for the use of real or personal property requiring aggregate payments in excess of $100,000 in any twelve month period, or fails to observe or perform any term, covenant or agreement or relating to such agreement(s) for the use of real or personal property, and the result of any such failure is to permit any other party to such agreement(s) to exercise remedies under or terminate such agreement(s) prior to the expiration date thereof; or (iii) a default under the Subsidiary Guaranty shall have occurred and be continuing; or

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

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

(h)      Judgments . There is entered against the Borrower (i) except as disclosed on Schedule 4.6 , one or more final judgments or orders for the payment of money in an aggregate amount (as to all such judgments and orders) exceeding $50,000 (to the extent not covered by independent third-party insurance as to which the insurer is rated at least “A” by A.M. Best Company, has been notified of the potential claim and does not dispute coverage), or (ii) any one or more non-monetary final judgments that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a period of 30 consecutive days while such judgment shall not have been discharged during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or

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

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

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

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

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

provided , however , that upon the occurrence of an Event of Default specified in Section 7.1(f) , the unpaid principal amount of the Loan and all interest and other amounts as aforesaid shall automatically become due and payable, without further act of the Lenders.

SECTION VIII

GENERAL

8.1       Notices .

(a)      Notices Generally . Subject to Section 8.1(c) , all notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by facsimile or .pdf), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made (a) when delivered by hand, (b) when transmitted via facsimile to the number set out herein, (c) when delivered by electronic mail, when delivered, or (d) the second Business Day following the day on which the same has been delivered prepaid to a reputable national express air courier service, addressed as follows in the case of the Borrower and the Lenders, or to such other address as may be hereafter notified by the respective parties hereto:

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

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

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8.2      Successors and Assigns . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or the other Loan Documents without the prior written consent of the Lenders. Each Lender may at any time assign all or a portion of its rights and obligations under this Agreement. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby) any legal or equitable right, remedy or claim under or by reason of this Agreement.

8.3      Expenses . Whether or not the transactions contemplated herein shall be consummated, the Borrower shall:

(a)     reimburse the Lenders for all reasonable out-of-pocket fees, disbursements and expenses (including all reasonable attorneys’ fees) incurred or expended in connection with the preparation, negotiation, filing or recording and interpretation of this Agreement and the other Loan Documents, or any amendment, modification, approval, consent or waiver hereof or thereof, or in connection with the enforcement of any Obligations or the satisfaction of any Indebtedness of the Borrower hereunder or thereunder, or in connection with any litigation, proceeding or dispute in any way related to the credit hereunder; provided that all of the foregoing incurred in connection with this Agreement and the transactions contemplated by Section III hereof shall not exceed $100,000 without mutual consent.

(b)     reimburse LUK Holdco and Gauss for all reasonable out-of-pocket fees, disbursements and expenses (including all reasonable attorneys’ fees) incurred or expended in connection with the preparation, negotiation, filing or recording and interpretation of any consents or waivers under or amendments to that certain Transaction Agreement, dated June 8, 2014, among LUK Holdco, Gauss, Auvergne, LLC, the Borrower and GQ California (the “ Transaction Agreement ”), and any agreements related to the Transaction Agreement, provided that such reimbursed expenses shall not exceed $10,000 without mutual consent.

The Borrower will pay any Taxes (including any interest and penalties in respect thereof).

8.4      Indemnification . The Borrower agrees to indemnify and hold harmless each Lender, as well as its shareholders, directors, offices, agents, attorneys, subsidiaries and Affiliates, from and against all damages, losses, settlement payments, obligations, liabilities, claims, suits, penalties, assessments, citations, directives, demands, judgments, actions or causes of action, whether statutorily created or under the common law, all reasonable out-of-pocket costs and expenses (including, without limitation, reasonable fees and disbursements of attorneys, engineers and consultants) and all other liabilities whatsoever (including, without limitation, liabilities under Environmental Laws) which shall at any time or times be incurred, suffered, sustained or required to be paid by any such indemnified Person (except any of the foregoing which result from the gross negligence or willful misconduct of the indemnified Person) on account of or in relation to or any way in connection with any of the arrangements or transactions contemplated by, associated with or ancillary to this Agreement, the other Loan Documents or any other documents executed or delivered in connection herewith or therewith, all as the same may be amended from time to time, whether or not all or part of the transactions contemplated by, associated with or ancillary to this Agreement, any of the Loan Documents or any such other documents are ultimately consummated. In any investigation, proceeding or litigation, or the preparation therefor, each Lender shall select its own counsel and, in addition to the foregoing indemnity, the Borrower agrees to pay promptly the reasonable fees and expenses of such counsel. In the event of the commencement of any such proceeding or litigation, the Borrower shall be entitled to participate in such proceeding or litigation with counsel of its choice at its own expense, provided that such counsel shall be reasonably satisfactory to each Lender. The Borrower authorizes each Lender to charge any deposit account or Note Record which it may maintain with any of them for any of the foregoing. The covenants of this Section 8.4 shall survive payment or satisfaction of payment of all amounts owing with respect to the Notes, any other Loan Document or any other Obligation.

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

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

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

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

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

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

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

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

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

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

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

(b)     The Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (a) of this Section 8.13 . Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c)     Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1 . Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law. The Borrower hereby appoints Holdings as its authorized agent solely to receive for and on its behalf service of summons or other legal process in any action, suit or proceeding in any court specified in this Section.

(d)     By its execution hereof, the Borrower irrevocably designates and appoints Holdings as its agent for service of process as its authorized to receive, accept, and forward on its behalf service of process in any such proceeding; and by its execution of an acknowledgment hereto, Holdings accepts such appointment. Service of process, writ, judgment, or other notice of legal process upon Holdings shall be deemed and held in every respect to be effective personal service upon the Borrower. The Borrower shall maintain such appointment (or that of a successor satisfactory to the Lenders) continuously in effect at all times while the Borrower is obligated hereunder or under the Notes or any other Loan Document. Nothing herein shall affect the Lenders’ right to serve process in any other manner permitted by applicable law.

8.14      Judgment Currency . This is an international loan transaction in which the specification of Dollars is of the essence, and such currency shall be the currency of account in all events. The payment obligations of the Borrower hereunder and under the Notes or any other Loan Document shall not be discharged by an amount paid in another currency, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on prompt conversion to Dollars in the United States of America under normal banking procedures does not yield the amount of Dollars then due. In the event that any payment by the Borrower, whether pursuant to a judgment or otherwise, upon conversion and transfer, does not result in the payment of such amount of Dollars at the place such amount is due, the Lenders shall be entitled to demand immediate payment of, and shall have a separate cause of action against the Borrower for, the additional amount necessary to yield the amount of Dollars then due. In the event the Lenders, upon the conversion of such judgment into Dollars, shall receive (as a result of currency exchange rate fluctuations) an amount greater than that to which it was entitled, the Borrower shall be entitled to immediate reimbursement of the excess amount.

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

8.16     Effect of Amendment and Restatement . As of the Closing Date, this Agreement shall amend and restate the Existing Agreement, and the rights and obligations of the parties under the Existing Agreement shall be subsumed within and be governed by this Agreement; provided , however , that (1) all obligations and other liabilities of the Loan Parties under the Existing Agreement shall remain outstanding hereunder, shall constitute continuing Obligations, and this Agreement shall not be deemed to evidence or result in a novation or repayment and reborrowing of such Obligations and other liabilities and (2) this Agreement shall not in any way impair or otherwise affect the rights or obligations of the parties thereunder (including with respect to the Loans and the representations and warranties made thereunder) except as such rights or obligations are amended or modified hereby. The Existing Agreement as amended and restated hereby shall be deemed to be a continuing agreement among the parties, and all documents, instruments and agreements delivered pursuant to or in connection with the Existing Agreement not amended and restated in connection with the entry of the parties into this Agreement shall remain in full force and effect, each in accordance with its terms.

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

Schedule 4.2

No Conflict

None.

Schedule 4.3

Governmental Authorizations

None.

Schedule 4.6

Litigation

On April 22, 2015, a complaint was filed in United States District Court, District of Massachusetts, seeking recovery, pursuant to Section 16(b) of the Securities and Exchange Act of 1934, as amended, of alleged short-swing trading profits. The complaint was filed by Ryan T. Darby, as plaintiff, and names Landon T. Clay, a shareholder of the Borrower, and the Borrower as defendants. The complaint alleges that Mr. Clay realized short-swing profits in connection with transactions in the Borrower’s securities within six-month periods. There can be no assurance that the Borrower will receive any funds as a result of this suit. Although the Borrower is only a nominal defendant in this action, time and money may be required to resolve it. The Borrower is unable to predict the timing or outcome of this litigation. The Borrower believes that the allegations are without merit and intends to vigorously defend against the claims.

Schedule 4.7

No Defaults

Under Section 4.12 of the Transaction Agreement dated June 8, 2014, among Gauss Holdings LLC, Auvergne, LLC, Gauss LLC, Golden Queen Mining Company, Inc. and Golden Queen Mining Co. Ltd., the Borrower was to commence a rights offering by filing a registration statement with the United States Securities and Exchange Commission no later than 30 days following the Closing Date (September 15, 2014). The Borrow has not commenced the rights offering.

Under Section 5(a)(iv) of the Standby Purchase Agreement dated June 8, 2014, among Gauss Holdings LLC, Auvergne, LLC and Golden Queen Mining Co. Ltd., the Borrower was to file a registration statement with the United States Securities and Exchange Commission related to a rights offering no later than 30 days following the Closing Date (September 15, 2014). The Borrow has not commenced the rights offering.

Schedule 6.1(e)

Existing Indebtedness

The Borrower is subject to the following indebtedness under the following agreements:

On July 26, 2013, the Borrower issued convertible debentures for aggregate proceeds of C$10,000,000 ($9,710,603), under the terms of subscription agreements and convertible debt loan agreements with Jonathan Clay and Thomas Clay dated July 23, 2013 and July 26, 2013, respectively. The convertible debentures are unsecured and bear interest at 2% per annum, calculated on the outstanding principal balance, payable annually. The principal amounts of the notes are convertible into shares of the Company at a price of C$1.03 per share for a period of two years. If the notes have not been converted by the holder prior to the maturity date, then the Company may convert them at the lower of C$1.03 or the market price as at the maturity date.

EXECUTION VERSION

AMENDED AND RESTATED GUARANTY

This AMENDED AND RESTATED GUARANTY, dated as of June 8, 2015 (this “ Guaranty ”) is made by GOLDEN QUEEN MINING HOLDINGS, INC., a California corporation (“ Holdings ”) and GOLDEN QUEEN MINING CANADA LTD., a British Columbia corporation (“ BC Subco ” and, together with Holdings, the “ Guarantors ”), in favor of THE LANDON T. CLAY 2009 IRREVOCABLE TRUST DATED MARCH 6, 2009 (“ LTC Lender ”), EHT, LLC (“ EHT Lender ”), HARRIS CLAY (“ HC Lender ”), an individual, THE CLAY FAMILY 2009 IRREVOCABLE TRUST DATED APRIL 14, 2009 (together with LTC Lender, EHT Lender and HC Lender, the “ Lenders ”), pursuant to that certain Amended and Restated Term Loan Agreement dated of even date herewith among Golden Queen Mining Co. Ltd., a British Columbia corporation (the “ Borrower ”) and the Lenders (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). Unless otherwise defined herein, terms defined in the Loan Agreement are used herein as defined in the Loan Agreement.

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

WHEREAS, the Borrower and Lenders have agreed to amend and restate the Existing Loan Agreement by entering into the Loan Agreement;

WHEREAS, the Guarantors will derive substantial direct and indirect benefits from the transactions contemplated by the Loan Agreement;

WHEREAS, it is a condition precedent to the making of the Loan by the Lenders that the Guarantors shall have executed and delivered this Guaranty;

NOW, THEREFORE, in order to induce the Lenders to enter into the Loan Agreement and to make a term loan to the Borrower upon the terms and subject to the conditions set forth in the Loan Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Guarantors agree that the Existing Guaranty is hereby amended and restated in its entirety as follows:

1.      GUARANTY OF PAYMENT AND PERFORMANCE . Each Guarantor hereby jointly and severally guarantees to the Lenders the full and punctual payment when due (whether at maturity, by acceleration or otherwise) and the performance of all Obligations. This Guaranty is an absolute, unconditional and irrevocable guaranty of the full and punctual payment and performance of the Obligations and not of their collectability only and is in no way conditioned upon any requirement that the Lenders first attempt to collect any of the Obligations from the Borrower or resort to any collateral or other means of obtaining their payment.

2.      GUARANTORS’ AGREEMENT TO PAY .

(a)      If an Event of Default shall occur and be continuing under the Loan Agreement, the obligations of the Guarantors hereunder shall become immediately due, without notice of any nature, which notice is expressly waived by the Guarantors, and the Guarantors shall immediately pay to the Lenders on demand the full unpaid balance of the Obligations.

(b)      Each Guarantor further agrees, as the principal obligor and not as a guarantor only, to pay to the Lenders, on demand, all costs and expenses (including court costs and reasonable legal expenses) incurred or expended by the Lenders in connection with the Obligations, this Guaranty and the enforcement thereof, together with interest on amounts recoverable under this Guaranty from the time such amounts become due until payment, at the rate per annum equal to the Fixed Rate; provided that if such interest exceeds the maximum amount permitted to be paid under applicable law, then such interest shall be reduced to such maximum permitted amount.

(c)      Payments by the Guarantors hereunder may be required by the Lenders on any number of occasions.

3.       UNLIMITED GUARANTY . The liability of the Guarantors hereunder shall be unlimited.

4.       WAIVERS BY GUARANTORS; LENDERS’ FREEDOM TO ACT . The Guarantors agree that the Obligations will be paid and performed strictly in accordance with their respective terms regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Lenders with respect thereto. To the extent permitted by applicable law, the Guarantors waive presentment, demand, protest, notice of acceptance, notice of obligations incurred and all other notices of any kind, all defenses which may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshalling of assets of the Borrower, and all suretyship defenses generally. Without limiting the generality of the foregoing, the Guarantors, to the extent permitted by applicable law, agree to the provisions of any instrument evidencing, securing or otherwise executed in connection with any Obligation and agree that the obligations of the Guarantors hereunder shall not be released or discharged, in whole or in part, or otherwise affected by (i) the failure of the Lenders to assert any claim or demand or to enforce any right or remedy against the Borrower; (ii) any extensions or renewals of any Obligation; (iii) any rescissions, waivers, amendments or modifications of any of the terms or provisions of any agreement evidencing, securing or otherwise executed in connection with any Obligation; (iv) the substitution or release of any entity primarily or secondarily liable for any Obligation; (v) the adequacy of any rights the Lenders may have against any collateral or other means of obtaining repayment of the Obligations; (vi) the impairment of any collateral securing the Obligations, including without limitation the failure to perfect or preserve any rights the Lenders might have in such collateral or the substitution, exchange, surrender, release, loss or destruction of any such collateral; or (vii) any other act or omission which might in any manner or to any extent vary the risk of the Guarantors or otherwise operate as a release or discharge of the Guarantors, all of which may be done without notice to the Guarantors.

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5.       UNENFORCEABILITY OF OBLIGATIONS AGAINST BORROWER . If for any reason the Borrower has no legal existence or is under no legal obligation to discharge any of the Obligations, or if any of the Obligations have become irrecoverable from the Borrower by operation of law or for any other reason, this Guaranty shall nevertheless be binding on each Guarantor to the same extent as if such Guarantor at all times had been the principal obligor on all such Obligations. In the event that acceleration of the time for payment of such Obligations is stayed upon the insolvency, bankruptcy or reorganization of the Borrower, or for any other reason, all such amounts otherwise subject to acceleration under the terms of any agreement evidencing, securing or otherwise executed in connection with any Obligation shall be immediately due and payable by the Guarantors.

6.       WAIVER OF SUBROGATION . Until the payment and performance in full of all Obligations and any and all obligations of the Borrower to the Lenders, the Guarantors shall not exercise any rights against the Borrower arising as a result of payment by the Guarantors hereunder, by way of subrogation or otherwise, and will not prove any claim in competition with the Lenders in respect of any payment hereunder in bankruptcy or insolvency proceedings of any nature; the Guarantors will not claim any set-off or counterclaim against the Borrower in respect of any liability of the Guarantors to the Borrower; the Guarantors waive any benefit of and any right to participate in any collateral which may be held by the Lenders; and notwithstanding any other provision to the contrary contained herein, the Guarantors hereby irrevocably waive any and all rights they may have at any time (whether arising directly or indirectly, by operation of law or by contract) to assert any claim against the Borrower on account of payments made under this Guaranty, including, without limitation, any and all rights of or claim for subrogation, contribution, reimbursement, exoneration and indemnity.

7.      SUBORDINATION . The payment of any amounts due with respect to any Indebtedness of the Borrower now or hereafter held by any Guarantor is hereby subordinated to the prior payment in full of the Obligations. Each Guarantor agrees that it will not demand, sue for or otherwise attempt to collect any such Indebtedness of the Borrower to such Guarantor until the Obligations shall have been paid in full. If, notwithstanding the foregoing sentence, a Guarantor shall collect, enforce or receive any amounts in respect of such Indebtedness, such amounts shall be collected, enforced and received by such Guarantor as trustee for the Lenders and be paid over to the Lenders on account of the Obligations without affecting in any manner the liability of the Guarantors under the other provisions of this Guaranty.

8.      FURTHER ASSURANCES . Each Guarantor authorizes the Lenders to file any financing statement deemed by the Lenders to be necessary or desirable to perfect any security interest granted by such Guarantor to the Lenders, and as agent for such Guarantors, to sign the name of the Guarantor thereto. The Guarantors also agree to do all such things and execute all such documents, as the Lenders may consider necessary or desirable to give full effect to this Guaranty and to perfect and preserve the rights and powers of the Lenders hereunder, and the Guarantors hereby authorize the Lenders to file such UCC financing statements and amendments as may be deemed necessary or desirable by the Lenders.

9.      SUCCESSORS AND ASSIGNS . This Guaranty shall be binding upon each Guarantor and its successors and assigns and shall inure to the benefit of and be enforceable by the Lenders and their successors, transferees and assigns under the Loan Agreement; provided that no Guarantor shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lenders.

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10.      AMENDMENTS AND WAIVERS . No amendment or waiver of any provision of this Guaranty nor consent to any departure by a Guarantor therefrom shall be effective unless the same shall be in writing and signed by the Lenders. No failure on the part of the Lenders to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

11.       NOTICES . All notices hereunder shall be given in the same manner as set forth in Section 8.1 of the Loan Agreement, provided that the Borrower’s address for notices shall constitute the Guarantors’ address for notices, and any notice given to Borrower in accordance with the terms of such Section shall be deemed to be given to the Guarantors.

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

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

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

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

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14.       JURISDICTION; CONSENT TO SERVICE OF PROCESS .

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

(b)      Each Guarantor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty or any other Loan Document in any court referred to in Section 15(a) . Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

15.       MISCELLANEOUS . This Guaranty constitutes the entire agreement of the Guarantors with respect to the matters set forth herein. The rights and remedies herein provided are cumulative and not exclusive of any remedies provided by law or any other agreement, and this Guaranty shall be in addition to any other guaranty of the Obligations. The invalidity or unenforceability of any one or more sections of this Guaranty shall not affect the validity or enforceability of its remaining provisions. Captions are for the ease of reference only and shall not affect the meaning of the relevant provisions. The meanings of all defined terms used in this Guaranty shall be equally applicable to the singular and plural forms of the terms defined.

16.       ADDITIONAL GUARANTORS . Each Subsidiary of the Borrower that is required to become a Guarantor pursuant to Section 5.10 of the Loan Agreement will become a Guarantor (each, an “ Additional Guarantor ”) hereunder, with the same force and effect as if it were originally named as a Guarantor herein, for all purposes of this Agreement upon the execution and delivery by such Person of a supplement to this Agreement in such form as is reasonably acceptable to the Lenders (each a “ Guaranty Supplement ”). Each reference to “Guarantor” or “Guarantors” (or any words of like import referring to a Guarantor or Guarantors) in this Agreement or any other Loan Document shall also mean each Additional Guarantor; and each reference in this Agreement or any other Loan Document to this “Guaranty”(or words of like import referring to this Agreement) shall mean this Agreement as supplemented by each Guaranty Supplement. No consent of any other Guarantor hereunder will be required for the execution and delivery of any Guaranty Supplement. The rights and obligations of Holdings, BC Subco or any other Guarantor hereunder shall remain in full force and effect notwithstanding the addition of any Additional Guarantor as a party to this Agreement.

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[ Remainder of page intentionally left blank; signature page follows ]

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IN WITNESS WHEREOF, each Guarantor has caused this Guaranty to be executed and delivered by its duly authorized officer, as of the date first above written.

Signature page to Amended and Restated Guaranty ]

EXECUTION VERSION

AMENDED AND RESTATED PLEDGE AGREEMENT

THIS AMENDED AND RESTATED PLEDGE AGREEMENT (this “ Agreement ”) dated as of June 8, 2015 is made by GOLDEN QUEEN MINING CO. LTD., a British Columbia corporation (the “ Borrower ”), GOLDEN QUEEN MINING HOLDINGS, INC., a California corporation (“ Holdings ”), and GOLDEN QUEEN MINING CANADA LTD. (“ BC Subco ” and, together with the Borrower and Holdings, the “ Pledgors ”, and each a “ Pledgor ”), in favor of THE LANDON T. CLAY 2009 IRREVOCABLE TRUST DATED MARCH 6, 2009 (“ LTC Lender ”), EHT, LLC (“ EHT Lender ”), HARRIS CLAY, an individual (“ HC Lender ”), and THE CLAY FAMILY 2009 IRREVOCABLE TRUST DATED APRIL 14, 2009 (together with LTC Lender, EHT Lender and HC Lender, the “ Lenders ”).

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

WHEREAS , the Borrower and the Lenders have agreed to amend and restate the Existing Loan Agreement by entering into an Amended and Restated Term Loan Agreement of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “ Loan Agreement ”), pursuant to which the outstanding term loan to the Borrower will be increased to USD 37,500,000;

WHEREAS , Holdings and BC Subco will issue an Amended and Restated Guaranty of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “ Guaranty ”) guaranteeing the Borrower’s obligations under the Loan Agreement and certain promissory notes of even date herewith to be issued by the Borrower pursuant to the Loan Agreement (such notes and Guaranty, together with this Agreement and the Loan Agreement, the “ Loan Documents ”);

WHEREAS , the Loan Agreement requires the execution and delivery of a consent of the members of the Company under the GQ California LLC Agreement (the “ GQ California Consent ”);

WHEREAS , each Pledgor will receive substantial direct and indirect benefits from the execution, delivery, and performance of the Loan Agreement and each is, therefore, willing to enter into this Agreement;

WHEREAS , the willingness of the Lenders to enter into the Loan Agreement and to make the loan thereunder is subject to the condition, among others, that the Pledgors execute and deliver this Agreement to the Lenders; and

WHEREAS, on the date hereof the Lenders and Gauss LLC (“ Gauss ”) are entering into an Amended and Restated Option Agreement (the “ Gauss Option Agreement ”) pursuant to which the Lenders grant Gauss the option to purchase the Pledged Securities (defined below), on the terms and conditions set forth in the Gauss Option Agreement, in the event of the exercise by the Lenders of remedies hereunder.

NOW THEREFORE , in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party hereto, the Pledgors and the Lenders agree that the Existing Agreement is hereby amended and restated in its entirety as follows:

1.1     Unless otherwise defined herein or in the Loan Agreement, terms used herein that are defined in the UCC shall have the meanings assigned to them in the UCC. However, if a term is defined in Article 9 of the UCC differently than in another article of the UCC, the term has the meaning specified in Article 9.

1.2     The following terms have the following meanings:

Additional Securities . See Section 4 .

Agreement . See the Preamble.

Borrower . See the Preamble.

Company . Golden Queen Mining Company, LLC, a California limited liability company.

Company Interests . The Pledged Securities consisting of Equity Interests in the Company.

Distributions . See Section 2 .

Equity Interests . Any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation or membership interests of a limited liability company, any and all equivalent ownership (or profit) interests in a Person (other than a corporation or limited liability company), securities convertible into or exchangeable for shares of capital stock or membership interests of (or other ownership or profit interest in) such Person, and any and all warrants, rights or options to purchase any of the foregoing, whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.

Event of Default . Has the meaning assigned thereto in the Loan Agreement.

Existing Agreement . See the Recitals.

Existing Loan Agreement . See the Recitals.

Federal Securities Laws . See Section 7.2 .

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GQ California Consent . See the Recitals.

GQ California LLC Agreement . The Amended and Restated Limited Liability Company Agreement of the Company dated as of September 15, 2014.

Guaranty . See the Recitals.

Loan Agreement . See the Recitals.

Loan Documents . See the Recitals.

Obligations . Collectively, (i) “Obligations” as defined in the Loan Agreement, and (ii) all liabilities and obligations of BC Subco and Holdings under the Guaranty.

Organizational Documents . The operating agreement, certificate of formation, certificate of incorporation and/or by-laws or any comparable formation documents of any entity.

Pledged Collateral . See Section 2 .

Pledged Securities . Collectively, with respect to each Pledgor, (i) all of the Equity Interests described in Exhibit A hereto and issued by the issuers named therein, together with all claims, rights, privileges, authority and powers of such Pledgor relating to such Equity Interests in each such issuer or under any Organizational Document of each such issuer, and the certificates, instruments and agreements (other than Organizational Documents) representing such Equity Interests, (ii) all additional Equity Interests of whatever class of any such issuer described in Exhibit A from time to time acquired by or issued to such Pledgor in any manner, together with all claims, rights (but none of the obligations), privileges, authority and powers of such Pledgor relating to such Equity Interests or under any Organizational Document of any such issuer, and the certificates, instruments and agreements (other than Organizational Documents) representing such Equity Interests, from time to time acquired by such Pledgor in any manner, and (iii) all Equity Interests issued by any issuer in respect of the Equity Interests referred to in clause (i) or (ii) upon any consolidation or merger of any such issuer and all Equity Interests of any successor issuer owned by such Pledgor (unless such Pledgor is the surviving entity) formed by or resulting from any consolidation or merger in which any Person listed in Exhibit A hereof is not the surviving entity.

Pledgor . See the Preamble.

UCC . The Uniform Commercial Code as in effect in The State of New York.

2.      PLEDGE AND SECURITY INTEREST GRANT . As collateral security for the payment and performance in full of the Obligations, each Pledgor hereby pledges and assigns to the Lenders and hereby grants to the Lenders a continuing lien and security interest in: (i) all Pledged Securities, (ii) to the extent not covered by clause (i) of this Section 2 , all Additional Securities, (iii) to the extent not covered by clause (i) of this Section 2 , all income, interest, dividends, and distributions (“ Distributions ”) accruing with respect to such Pledged Securities (other than Additional Securities), together with any books, records, or certificates evidencing the foregoing, and (iv) all proceeds of the foregoing (all of the foregoing as more fully described on Exhibit A attached hereto, the “ Pledged Collateral ”).

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3.      REGISTRATION, ETC. OF PLEDGED COLLATERAL . All Pledged Collateral that consists of Equity Interests hereunder may, at any time after the occurrence and during the continuation of any Event of Default, and at the option of the Lenders exercised by written notice to the Pledgors, be registered in the name of the Lenders or their nominee, as pledgee. Except during the continuance of an Event of Default, the Pledgors shall retain and have the exclusive right to exercise any rights or options in connection with the Pledged Collateral, in a manner not in conflict with the terms of this Agreement or any of the other Loan Documents. At any time after the occurrence or during the continuance of an Event of Default, the Lenders may, without further notice and as applicable, exercise all voting and other rights at any meeting of the equityholders of the issuer of the Pledged Collateral, and exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to the Pledged Collateral as if they were the absolute owner thereof including, without limitation, the right to exchange, at their discretion, any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof, all without liability except to account for property actually received, but the Lenders shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing.

4.      RIGHTS WITH RESPECT TO PLEDGED COLLATERAL .

4.1      If any Pledgor shall at any time be entitled to receive or shall receive (i) stock or unit certificates as a dividend, payment, or distribution in connection with the Pledged Collateral, (ii) any options, warrants, or rights in connection with the Pledged Collateral, or (iii) any additions to, substitutions or exchanges for, the Pledged Collateral whether as a result of a stock or unit split, recapitalization, a change in capital structure of the issuer, or for any other reason (the foregoing, collectively, the “ Additional Securities ”), each Pledgor agrees that the same shall be delivered directly to the Lenders, to be held by the Lenders subject to the terms hereof, as further security for the Obligations, and to take all steps necessary to arrange for such delivery. If any Pledgor receives any Additional Securities directly, it hereby agrees to hold such Additional Securities in trust for the benefit of the Lenders, and to turn over such Additional Securities to the Lenders immediately. The Lenders shall have all of the rights set forth in this Agreement with respect thereto.

4.2     If any Pledgor shall, at any time following the occurrence and during the continuance of an Event of Default, be entitled to or shall receive any Distributions, each Pledgor agrees that such Distributions shall, upon demand by the Lenders, be delivered directly and immediately to the Lenders, to be held or applied by the Lenders in accordance with the terms hereof.

5.      REPRESENTATIONS, WARRANTIES AND COVENANTS . Each Pledgor hereby represents and warrants to and covenants with the Lenders that:

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5.1      Such Pledgor is the sole legal and equitable owner of the Pledged Collateral owned by such Pledgor, and holds good title to the same free and clear of all liens, charges, encumbrances and security interests or rights of others of every kind and nature whatsoever (except as set forth in the GQ California LLC Agreement), and shall not assign any interest in the Pledged Collateral, or any part thereof, or otherwise pledge, encumber, or grant any option with respect to the Pledged Collateral, or any part thereof, except in favor of the Lenders. Such Pledgor has good right and legal authority to create a security interest in the Pledged Collateral owned by such Pledgor in the manner hereby provided. Except as set forth in the GQ California LLC Agreement, the Pledged Collateral owned by such Pledgor is not subject to any restriction on transfer contained in any agreement to which such Pledgor is a party or by which such Pledgor is bound which would prohibit or restrict the pledge or assignment of the Pledged Collateral hereunder, except for the Organizational Documents of such Pledgor or otherwise contemplated in the GQ California Consent.

5.2      Except for the GQ California Consent, no consent, authorization, approval or other action by, and no notice to or filing with, any party that has not been obtained, given or filed on or prior to the date hereof is required of such Pledgor for the grant by such Pledgor of the security interest granted hereby or for the execution, delivery or performance of this Agreement by such Pledgor.

5.3      Such Pledgor shall not consent to any amendment to the Organizational Documents of any issuer of the Pledged Securities owned by such Pledgor in contravention of the this Agreement or any of the Loan Documents. Such Pledgor shall not withdraw as a member or partner of any issuer of the Pledged Securities that is a limited liability company or partnership, as applicable. Such Pledgor hereby covenants that it will not sell, convey or otherwise dispose of any of the Pledged Collateral or create, incur or permit to exist any other pledge, lien, encumbrance or security interest whatsoever with respect to any of the Pledged Collateral or the proceeds thereof except in favor of the Lenders.

5.4      Exhibit A sets forth a complete and accurate list of all Pledged Securities held by such Pledgor as of the date hereof.

5.5      All certificates or other instruments representing or evidencing the Pledged Securities owned by such Pledgor in existence on the date hereof have been delivered to the Lenders in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank and (assuming continuing possession by the Lenders of all such Pledged Securities) the Lenders have a perfected first priority security interest therein. Such Pledgor hereby agrees that all certificates or instruments representing or evidencing the Pledged Securities acquired by such Pledgor after the date hereof shall immediately upon receipt thereof by such Pledgor be held by or on behalf of and delivered to the Lenders in suitable form for transfer by delivery or accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to the Lenders.

5.6     Such Pledgor shall at all times do, make, execute and deliver all such additional and further reasonable acts and instruments as the Lenders may at any time request to carry into effect the provisions and intent of this Agreement.

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6.       DEFAULT .

6.1      Upon the occurrence of an Event of Default and during the continuance thereof, the Lenders are hereby authorized and empowered in their discretion to exercise all rights and powers in respect of the Pledged Securities as a member, partner, shareholder, or other equityholder of the issuer of the Pledged Securities, and each Pledgor hereby consents to the admission of each Lender or any designee thereof as a member, partner, shareholder or other equityholder of the issuer of the Pledged Securities and the exercise by each Lender of the voting rights of such Pledgor with respect to the Pledged Securities owned by such Pledgor, in each case if such Lender so elects, and to any sale of the Pledged Collateral by the Lenders in accordance with the UCC, other applicable law and this Agreement.

6.2     (a)      Upon the occurrence of an Event of Default and during the continuation thereof, without limiting the generality of this Section and without notice, the Lenders may, in their sole discretion, exercise in respect of the Pledged Securities, in addition to all other rights and remedies provided for herein or otherwise available to them, all the rights and remedies of a secured party on default under the UCC, other applicable Uniform Commercial Code, or other applicable laws as in effect in any relevant jurisdiction (whether or not the Uniform Commercial Code applies to the affected Pledged Securities), and the Lenders may also in their sole discretion sell the Pledged Securities or any part thereof in one or more parcels at public or private sale, at any exchange or broker’s board or at any of the Seller’s offices or elsewhere, for cash, on credit or for future delivery, at such time or times and at such price or prices and upon such other terms as the Lenders may deem commercially reasonable, irrespective of the impact of any such sales on the market price of the Pledged Securities. The Lenders may be the purchaser of any or all of the Pledged Securities at any such sale, and the Lenders shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Pledged Securities sold at any such sale, to credit bid all or any portion of the Obligations as a credit on account of the purchase price for any Pledged Securities payable by the Lenders at such sale. Each purchaser at any such sale shall hold Pledged Securities sold free from any claim or right of the Pledgors, and the Pledgors hereby waive (to the extent permitted by applicable law) all rights of redemption, stay and/or appraisal which it now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. The Lenders shall not be obligated to make any sale of Pledged Securities regardless of notice of sale having been given. The Lenders may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

(b)      Pledgors and Lenders acknowledge and agree that for purposes of determining whether a disposition of Pledged Securities which consists solely of Company Interests has been made in a commercially reasonable manner, the fair market value of the Company Interests may be determined by an independent appraisal of the value of the Company. Pledgors and Lenders further agree that Lenders shall be entitled to commission a valuation of the Company from Mine Development Associates, or another independent mine valuation company selected by the Lenders, and may rely upon such valuation as a basis for determining the value of the Company Interests, and that the cost of such valuation is a commercially reasonable expense of the disposition and shall be paid by Pledgors and constitute an Obligation under the Loan Agreement secured by the lien and security interest created hereby. In the case of all sales of Pledged Collateral or any part thereof by the Lenders in accordance with this Agreement and applicable law, including the UCC, during the continuance of an Event of Default, the Pledgors shall pay all reasonable out of pocket costs and expenses of every kind of the Lenders in connection therewith (including, without limitation, reasonable attorneys’ fees and disbursements, court costs, litigation and other expenses), and after deducting such costs and expenses from the proceeds of sale, the Lenders shall apply any remainder to the payment of the other Obligations and the Borrower shall remain liable for any deficiency. The Pledgors shall be jointly and severally liable for the payment of any such costs and expenses of the Lenders.

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6.3      Because of present or future circumstances, a question may arise under the Securities Act of 1933, as amended, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being hereinafter called the “ Federal Securities Laws ”) with respect to any disposition of the Pledged Collateral pledged hereunder. Each Pledgor understands that compliance with the Federal Securities Laws may very strictly limit the course of conduct of the Lenders if the Lenders were to attempt to dispose of all or any part of the Pledged Collateral and may also limit the extent to which or the manner in which any subsequent transferee of the Pledged Collateral or any part thereof may dispose of the same. There may be other legal restrictions or limitations affecting the Lenders in any attempts to dispose of all or any part of the Pledged Collateral under applicable blue sky or other state securities laws or similar laws analogous in purpose or effect. To the extent permitted by applicable law, each Pledgor covenants and agrees that the Lenders shall not incur any liability as a result of the sale of the Pledged Collateral or any part thereof at any private sale that is commercially reasonable and otherwise in accordance with this Agreement and applicable law. To the extent permitted by applicable law, each Pledgor hereby waives any claims against the Lenders arising by reason of the fact that the price at which the Pledged Collateral or any part thereof may have been sold at such a private sale was less than the price which might have been obtained at a public sale or was less than the aggregate amount of the Obligations, even if the Lenders accept the first offer received and do not offer the Pledged Collateral, as the case may be, to more than one possible purchaser.

6.4      NOTWITHSTANDING ANYTHING IN THE FOREGOING PROVISIONS OF THIS SECTION 6 TO THE CONTRARY, DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, AT THE SOLE DISCRETION OF THE LENDERS, ANY AMOUNTS DUE TO THE PLEDGORS WITH RESPECT TO THE PLEDGED COLLATERAL SHALL BE PAYABLE IMMEDIATELY TO THE LENDERS AS IF THE LENDERS WERE IN THE PLEDGORS’ POSITION UNDER THE APPLICABLE ORGANIZATIONAL DOCUMENTS. EACH PLEDGOR SHALL TAKE ALL STEPS TO MAKE THE PLEDGED COLLATERAL AVAILABLE TO THE LENDERS AS REQUIRED BY THIS AGREEMENT. EACH PLEDGOR SHALL ACT ON BEHALF OF THE LENDERS WITH RESPECT TO ANY OTHER NECESSARY AGREEMENTS OR DOCUMENTS CONSENTING TO SUCH ARRANGEMENT.

7.      OBLIGATIONS OF THE LENDERS . Beyond the exercise of reasonable care to assure the safe custody of the Pledged Collateral while any of it is held by the Lenders hereunder, the Lenders shall have no duty or liability to anyone to collect any sums due or other property due in respect thereof or to protect or preserve any rights of any such party pertaining thereto, and shall be relieved of all responsibility for the Pledged Collateral upon the surrender of the same to the Pledgors. No course of dealing between any Pledgor and the Lenders, nor any failure by the Lenders to exercise or delay in exercising any right, power or privilege hereunder or under any of the obligations, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided and provided under any of the Obligations are cumulative and are in addition to, and not exclusive of, any rights or remedies provided by law, including, without limitation, the rights and remedies of a secured party under the UCC.

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8.      THE LENDERS AS ATTORNEYS-IN-FACT . During the continuance of any Event of Default, the Lenders may, but are without obligation to do so, as attorneys-in-fact for each Pledgor, demand, sue for and/or collect any money or property at any time due, payable or receivable to which they may be entitled hereunder, on account of or in exchange for any of the Pledged Collateral. In connection with any sale or other disposition, in whole or in part, of Pledged Collateral by the Lenders pursuant to this Agreement and applicable law, including the UCC, the Lenders shall have the right, for and in the name, place and stead of each Pledgor, as attorneys-in-fact for each Pledgor, to execute endorsements, assignments, or other instruments of conveyance or transfer with respect to all or any of the Pledged Collateral. Each Pledgor shall indemnify and hold harmless the Lenders from and against any liability or damage which the Lenders may incur in the exercise and performance, in good faith, of any of the Lenders’ powers and duties set forth herein.

9.      NOTICE . All notices hereunder shall be given in the same manner as set forth in Section 8.1 of the Loan Agreement, provided that the Borrower’s address for notices shall constitute each other Pledgor’s address for notices, and any notice given to Borrower in accordance with the terms of such Section shall be deemed to be given to each Pledgor.

10.      WAIVERS . To the extent permitted by applicable law, each Pledgor waives presentment, notice, protest, notice or acceptance of this Agreement, notice of any loans made, extensions granted, collateral received or delivered or any other action taken in reliance thereon, all demands and notices in connection with the delivery, acceptance, performance, default or enforcement of any of the Obligations or other evidence of indebtedness for which any of the Pledged Collateral is pledged and all other demands and notices of any description, and assents to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of the Obligations and to the addition or release of any party or person primarily or secondarily liable, except in each case for demands and notices expressly required by this Agreement or any other Loan Document.

11.      REINSTATEMENT . This Agreement shall continue to be effective, or be reinstated, as the case may be, if at any time any amount received by the Lenders in respect of the Obligations is rescinded or must otherwise be restored or returned by the Lenders upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any Pledgor or upon the appointment of any intervenor or conservator of, or trustee or similar official for, any Pledgor, or any substantial part of its respective properties, or otherwise, all as though such payments had not been made.

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

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

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

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

14.      JURISDICTION; CONSENT TO SERVICE OF PROCESS .

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

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14.2      Each Pledgor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in Section 14.1 . Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

15.      MISCELLANEOUS . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their legal representatives, successors and permitted assigns, and the term “the Lenders” shall be deemed to include any other permitted holder or holders of any of the Obligations under the Loan Agreement. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument.

16.      TERMINATION . This Agreement, and the pledges, liens and security interests hereunder, shall terminate concurrent with the termination of the Loan Agreement (other than indemnification and similar obligations that survive payment and satisfaction of the Obligations). Upon termination of this Agreement, the Lenders shall return to each Pledgor the Pledged Collateral of such Pledgor and shall file UCC termination statements terminating any financing statements filed in favor of the Lenders against any Pledged Collateral.

17.      AMENDMENTS . The provisions of this Agreement may not be amended, modified or waived, except by in writing signed by each Pledgor and each Lender, provided that any amendment, modification or waiver that would adversely affect the rights of Gauss under the Gauss Option Agreement shall also require the prior written consent of Gauss. Gauss is hereby expressly declared to be a third party beneficiary of the provisions of this Section 17 and shall have the right to enforce its rights under this Section as if it were a party hereto.

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

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[ Signature page to Amended and Restated Pledge Agreement ]

EXECUTION VERSION

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT, dated as of June 8, 2015, by and among Golden Queen Mining Co. Ltd., a British Columbia company (the “ Company ”), THE LANDON T. CLAY 2009 IRREVOCABLE TRUST DATED MARCH 6, 2009 (“ LTC Lender ”), EHT, LLC (“ EHT Lender ”), HARRIS CLAY (“ HC Lender ”), THE CLAY FAMILY 2009 IRREVOCABLE TRUST DATED APRIL 14, 2009 (together with LTC Lender, EHT Lender and HC Lender, the “ Lenders ”) and the holders set forth on Schedule A (the “ Clay Family Holders ”).

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

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

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

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

ARTICLE I

DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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ARTICLE II

REGISTRATION RIGHTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 2.4. Certain Additional Agreements .

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

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

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

Section 2.5. Indemnification .

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

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(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.

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.

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

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

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

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

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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 address or facsimile number as a party may from time to time specify by notice to the other parties hereto:

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

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

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

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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 Agreement as of the date first written above.

[SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]

[SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]

[SIGNATURE PAGE TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT]

SCHEDULE A

SCHEDULE B

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

cc: [Transferor]

EXECUTION VERSION

AMENDED AND RESTATED OPTION AGREEMENT

AMENDED AND RESTATED OPTION AGREEMENT made as of June 8, 2015 (this “ Option Agreement ”), by and among GAUSS LLC (“ Gauss ”), GAUSS HOLDINGS LLC (“ LUK Holdco ”), AUVERGNE, LLC (“ Auvergne ”), THE LANDON T. CLAY 2009 IRREVOCABLE TRUST DATED MARCH 6, 2009 (“ LTC Lender ”), EHT, LLC (“ EHT Lender ”), HARRIS CLAY, an individual (“ HC Lender ”), THE CLAY FAMILY 2009 IRREVOCABLE TRUST DATED APRIL 14, 2009 (together with LTC Lender, EHT Lender and HC Lender, the “ Lenders ”), GOLDEN QUEEN MINING CANADA LTD. (“BC Subco”) and GOLDEN QUEEN MINING HOLDINGS, INC. (“ GQ Holdco ”).

WHEREAS, Gauss, LUK Holdco and Auvergne are parties to that certain Amended and Restated Limited Liability Company Agreement of Gauss, dated as of September 15, 2014 (the “ LLC Agreement ”) (capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the LLC Agreement);

WHEREAS, Gauss is a party to that certain Amended and Restated Limited Liability Company Agreement of Golden Queen Mining Company, LLC, dated as of September 15, 2014 (the “ JV LLC Agreement ”);

WHEREAS, Gauss, LUK Holdco, Auvergne, LTC Lender, EHT Lender (as assignee in interest of HC Lender) and GQ Holdco are parties to that certain Option Agreement, dated as of December 31, 2014 (the “ Existing Option Agreement ”), which was entered into in connection with that certain Term Loan Agreement, dated as of December 31, 2014, as amended, among Golden Queen Mining Co. Ltd. (“ Golden Queen ”), LTC Lender and EHT Lender (as assignee in interest of HC Lender), pursuant to which LTC Lender and EHT Lender (as assignee in interest of HC Lender) made a term loan of USD 12,500,000 to Golden Queen (the “ Existing Term Loan Agreement ”);

WHEREAS, on the date hereof, Golden Queen and the Lenders are amending and restating the Existing Term Loan Agreement by entering into an Amended and Restated Term Loan Agreement (the “ Term Loan Agreement ”) pursuant to which (i) the outstanding term loan to Golden Queen will be increased to USD 37,500,000, (ii) BC Subco and GQ Holdco (together, the “Guarantors”) will guaranty the obligations of Golden Queen in respect of such term loan and (iii) as security for such guaranty, GQ Holdco will pledge the units representing its limited liability company interests in the Joint Venture, and BC Subco will pledge its shares in GQ Holdco (collectively, the “ Pledged Units ”) to the Lenders (the “ Pledge ”) on the terms and conditions set forth in an Amended and Restated Pledge Agreement of even date herewith (the “ Pledge Agreement ”);

WHEREAS, in connection with the execution of the Pledge Agreement, Gauss and GQ Holdco, as the members of the Joint Venture, are consenting to the Pledge and to the Lenders exercising their rights and remedies under the Pledge Agreement (the “ Consent ”); and

WHEREAS, in consideration of the Consent, the Lenders wish to grant Gauss an option (the “ Option ”) to purchase the Pledged Units that are Transferred (or proposed to be Transferred) upon foreclosure, forfeit, court order, or otherwise pursuant to exercise of remedies under the Pledge Agreement in connection with an Event of Default (as defined in the Term Loan Agreement) (an “ Involuntary Transfer ”).

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NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree that the Existing Option Agreement is hereby amended and restated in its entirety as follows:

1.     Option .

(a)     The Lenders hereby agree that, in connection with any Involuntary Transfer, Gauss shall have the right and option (the “ Option ”) to purchase all (but not less than all) the Pledged Units that are the subject of such Involuntary Transfer (the “ Foreclosed Units ”), and, if Gauss elects to exercise such right and option, the Lenders agree to sell or otherwise cause the Transfer of the Foreclosed Units to Gauss, in exchange for the payment in cash by Gauss of a total price equal to the value at which the Foreclosed Units are Transferred (or proposed to be Transferred) pursuant to the Involuntary Transfer (the “ Foreclosure Price ”).

(b)     The Lenders and the Guarantors shall (and the Guarantors shall cause Golden Queen to) notify Gauss and LUK Holdco of the occurrence of an Event of Default (as defined in the Term Loan Agreement) at the same time notice thereof is given to the other parties to the Term Loan Agreement, but in any event no later than five (5) calendar days after such Event of Default (whether or not notice thereof is given to the other parties to the Term Loan Agreement). In addition, the Lenders shall notify Gauss and LUK Holdco at least ten (10) Business Days before the date of any Involuntary Transfer (the “ Foreclosure Notice ”), which notice shall include the number of Foreclosed Units, the Foreclosure Price and any other information as may be reasonably requested by Gauss. The Option shall be exercisable by notice in writing (the “ Option Exercise Notice ”) given by Gauss to the Lenders, copying Auvergne and LUK Holdco, within five (5) Business Days after receipt by Gauss and LUK Holdco of the Foreclosure Notice.

(c)     The closing of the purchase by Gauss of the Foreclosed Units (the “ Option Transfer ”) shall take place on the date of the Involuntary Transfer. At such closing, (i) Gauss shall pay the Lenders the aggregate Foreclosure Price by wire transfer of immediately available funds, and (ii) the Lenders shall Transfer the Foreclosed Units, or cause the Foreclosed Units to be Transferred, to Gauss free and clear of any lien or encumbrance, with any documentation reasonably requested by Gauss to evidence such Transfer.

(d)     Each of the Guarantors hereby agrees, in connection with any exercise by Gauss of the Option and the Transfer of Foreclosed Units, to use its commercially reasonable efforts to take, or cause to be taken, all actions necessary or appropriate to consummate such Transfer.

2.     Purchase of New Units . Notwithstanding anything to the contrary in Section 3.6 of the LLC Agreement, Auvergne and LUK Holdco hereby agree that (i) in the issuance of New Units by Gauss in connection with, and in order to fund the Purchase Price for, the Option Transfer, each Original Group shall be entitled to purchase, at the price and on the other terms and conditions specified in the Issuance Notice, a number of the New Units such that the Aggregate Percentage Interest of each Original Group immediately following such issuance of New Units shall be equal to the Aggregate Percentage Interest of such Original Group immediately prior to such issuance, (ii) each of Auvergne and LUK Holdco shall notify Gauss within 3 (three) calendar days of delivery of the Option Exercise Notice (which shall serve as the Issuance Notice) whether it elects to purchase New Units in such issuance, (iii) if either of Auvergne or LUK Holdco does not elect to purchase all of the New Units it is entitled to purchase or does not fund the purchase price in respect thereof, then the final sentence of Section 3.6(b) of the LLC Agreement shall apply, and (iv) each Original Group electing to purchase New Units in such issuance shall fund the subscription price for such New Units no later than on the date of the Involuntary Transfer. For the avoidance of doubt, Auvergne and LUK Holdco acknowledge and agree that no consent of any Member shall be required pursuant to Section 6.6 of the LLC Agreement in connection with any of the transactions contemplated by this Option Agreement.

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3.     No Amendment . Except as otherwise expressly amended or modified hereby, all of the terms and conditions of the LLC Agreement and the JV LLC Agreement shall continue in full force and effect.

4.     General .

(a)     The parties hereto agree that, if any of the provisions of this Option Agreement were not performed in accordance with their specific terms or were otherwise breached, irreparable damage would occur, no adequate remedy at law would exist and damages would be difficult to determine, and, therefore, it is agreed that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity.

(b)     This Option Agreement may be amended or supplemented only by written agreement of all the parties to this Option Agreement. Neither this Option 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 Option Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.

(c)     This Option Agreement, the LLC Agreement, the JV LLC Agreement and the Consent 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. Nothing in this Option 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 Option Agreement.

(d)     This Option Agreement shall for all purposes be construed in accordance with and governed by the laws of the State of Delaware without reference to its conflict or choice of laws principles that would lead the laws of any other State to apply. To the extent not prohibited by any provisions of applicable law that 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 Option Agreement or the subject matter hereof, whether now existing or hereafter arising and whether sounding in tort or contract or otherwise.

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(e)     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:

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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.

[Remainder of page intentionally left blank]

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

[Amended and Restated Option Agreement]

GOLDEN QUEEN MINING CANADA LTD.

By:      /s / H. Lutz Klingmann                                        

[Amended and Restated Option Agreement]

June 8, 2015

Clay Family Holders
c/o East Hill Management Company
10 Memorial Boulevard, Suite 902
Providence, Rhode Island 02903
Attention: Mr. Thomas M. Clay

Ladies and Gentlemen:

Reference is made to that certain Amended and Restated Term Loan Agreement, dated as of June 8, 2015, among Golden Queen Mining Co. Ltd., a British Columbia corporation (the “ Company ”), The Landon T. Clay 2009 Irrevocable Trust dated March 6, 2009, EHT, LLC, Harris Clay, and The Clay Family 2009 Irrevocable Trust dated April 14, 2009 (as amended from time to time, the “ Term Loan Agreement ”). Capitalized terms used in this letter agreement (this “ Letter Agreement ”) without definition shall have the meanings given thereto in the Term Loan Agreement.

WHEREAS, each of the persons set forth on Schedule A hereto (collective, the “ Clay Family Holders ”), as such schedule may be amended from time to time, may beneficially own, within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934 (the “ Exchange Act ”), or may be an affiliate of a Clay Family Holder that may beneficially own, equity securities of the Company (“ Company Securities ”);

WHEREAS, from time to time, certain Clay Family Holders have made, and in the future each Clay Family Holder may be required to make, by virtue of his, her or its beneficial ownership of Company Securities, certain filings with the Securities and Exchange Commission under Section 16(a) of the Exchange Act with respect to Company Securities (the “ Section 16 Filings ”);

WHEREAS, from time to time, certain Clay Family Holders have been, and in the future each Clay Family Holder may be, by virtue of his, her or its beneficial ownership of Company Securities and the making or failure to make Section 16 Filings, subject to Proceedings (as defined herein);

WHEREAS, the Clay Family Holders may incur Expenses (as defined herein) in connection with the Section 16 Filings and the Proceedings; and

WHEREAS, the Company desires to provide the Clay Family Holders with specific contractual assurance of the Clay Family Holders’s rights to full indemnification against Expenses.

NOW, THEREFORE, in order to induce those Clay Family Holders who are Lenders to enter into the Term Loan Agreement and to make the loans contemplated thereby, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby covenants and agrees with and for the benefit of the Clay Family Holders as follows:

1.     Definitions .

(a)     “ Beneficial Owner ” shall mean, with respect to any Company Securities, any Clay Family Holder who would be considered a beneficial owner of such Company Securities for purposes of Rule 13d-3 under the Exchange Act. The terms “Beneficial Ownership,” “Beneficially Owns” and “Beneficially Owned” shall have the correlative meanings.

(b)     “ Covered Transactions ” shall mean one or more transactions with respect to Company Securities, subject to Section 16 of the Exchange Act, occurring prior to June 8, 2017.

(c)     “ Expenses ” shall mean all fees, costs and expenses incurred by the Clay Family Holders in connection with any Proceeding, including, without limitation, attorneys’ fees, disbursements and retainers, fees and disbursements of expert witnesses, private investigators and professional advisors (including, without limitation, accountants and investment bankers), court costs, transcript costs, fees of experts, travel expenses, duplicating, printing and binding costs, telephone and fax transmission charges, postage, delivery services, secretarial services, and other disbursements and expenses.

(d)     “ Indemnifiable Expenses ” is defined in Section 2 below. 

(e)     “ Proceeding ” shall mean any threatened, pending or completed claim, action, cause of action, demand, lawsuit, arbitration, mediation, inquiry, inspection, audit, notice of violation, litigation, citation, summons, subpoena, investigation or proceeding of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity, whenever initiated or asserted, based upon, arising out of, with respect to, or by reason of any of the following that occur, or are alleged to occur, prior to June 8, 2017: (i) the making or the failure or alleged failure to make a Section 16 Filing, (ii) the Beneficial Ownership of Company Securities or (iii) a Covered Transaction.

2.     Agreement to Indemnify . The Company shall indemnify each Clay Family Holder to the fullest extent permitted by applicable law against all Expenses, in an aggregate amount not to exceed US$350,000, incurred or paid by such Clay Family Holder in connection with any Proceeding (referred to herein as “ Indemnifiable Expenses ”).

3.     Procedure for Payment of Indemnifiable Expenses . Any Clay Family Holder shall submit to the Company a written request specifying the Indemnifiable Expenses for which such Clay Family Holder seeks payment under Section 2 of this Letter Agreement and the basis for the claim as soon as reasonably practicable following the receipt by such Clay Family Holder of notice of a Proceeding or the incurrence of Indemnifiable Expenses. The Company shall pay such Indemnifiable Expenses to such Clay Family Holder within ten (10) calendar days of receipt of the request. At the request of the Company, such Clay Family Holder shall furnish such documentation and information as are reasonably available to such Clay Family Holder and necessary to establish that such Clay Family Holder is entitled to indemnification hereunder.

4.     Agreement to Advance Expenses; Undertaking . The Company shall advance all Expenses expected to be incurred by or on behalf of any Clay Family Holder in connection with any Proceeding in which such Clay Family Holder is involved within ten (10) calendar days after the receipt by the Company of a written statement from such Clay Family Holder requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding.

5.     Remedies of Clay Family Holders .

(a)     Right to Petition Court . In the event that any Clay Family Holder makes a request for payment of Indemnifiable Expenses under Sections 2 or 3 above or a request for an advancement of Indemnifiable Expenses under Section 4 above and the Company fails to make such payment or advancement in a timely manner pursuant to the terms of this Letter Agreement, such Clay Family Holder may petition any court listed in Section 13(b) or any other court of competent jurisdiction to enforce the Company’s obligations under this Letter Agreement.

(b)     Burden of Proof . In any judicial proceeding brought under Section 5(a) above, the Company shall have the burden of proving that the applicable Clay Family Holder is not entitled to payment of Indemnifiable Expenses hereunder.

(c)     Expenses . The Company agrees to reimburse any Clay Family Holder in full for any Expenses incurred by such Clay Family Holder in connection with investigating, preparing for, litigating, defending or settling any action brought by such Clay Family Holder under Section 5(a) above, or in connection with any claim or counterclaim brought by the Company in connection therewith.

(d)     Failure to Act Not a Defense . The failure of the Company (including its Board of Directors or any committee thereof, independent legal counsel, or members) to make a determination concerning the permissibility of the payment or advancement of Indemnifiable Expenses under this Letter Agreement shall not be a defense in any action brought under Section 5(a) above, and shall not create a presumption that such payment or advancement is not permissible.

6.     Representations and Warranties of the Company . The Company hereby represents and warrants to the Clay Family Holders as follows:

(a)     Authority . The Company has all necessary power and authority to enter into, and be bound by the terms of, this Letter Agreement, and the execution, delivery and performance of the undertakings contemplated by this Letter Agreement have been duly authorized by the Company.

(b)     Enforceability . This Letter Agreement, when executed and delivered by the Company in accordance with the provisions hereof, shall be a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors’ rights generally.

7.     Contract Rights Not Exclusive . The rights to payment and advancement of Indemnifiable Expenses provided by this Letter Agreement shall be in addition to, but not exclusive of, any other rights which any Clay Family Holder may have at any time under applicable law, any organizational document of the Company (“ Organizational Document ”), any other agreement or otherwise.

8.     Successors . This Letter Agreement shall be (a) binding upon all successors and assigns of the Company (including any transferee of all or a substantial portion of the business, Company Securities and/or assets of the Company and any direct or indirect successor by merger or consolidation or otherwise by operation of law) and (b) binding on and shall inure to the benefit of the heirs, personal representatives, executors and administrators of each Clay Family Holder. This Letter Agreement shall continue for the benefit of each Clay Family Holder and such heirs, personal representatives, executors and administrators after such Clay Family Holder has ceased to Beneficially Own Company Securities.

9.     Change in Law . To the extent that a change in applicable law (whether by statute or judicial decision) shall permit broader indemnification or advancement of expenses than is provided under the terms of any Organizational Document or this Letter Agreement, the Clay Family Holders shall be entitled to such broader indemnification and advancements, and this Letter Agreement shall be deemed to be amended to such extent.

10.     Severability . Whenever possible, each provision of this Letter Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Letter Agreement, or any clause thereof, shall be determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, in whole or in part, such provision or clause shall be limited or modified in its application to the minimum extent necessary to make such provision or clause valid, legal and enforceable, and the remaining provisions and clauses of this Letter Agreement shall remain fully enforceable and binding on the parties.

11.     Modifications and Waiver . Except as provided in Section 9 above with respect to changes in applicable law which broaden the right of the Clay Family Holders to be indemnified by the Company, no supplement, modification or amendment of this Letter Agreement shall be binding unless executed in writing by each of the parties hereto. No waiver of any of the provisions of this Letter Agreement shall be deemed or shall constitute a waiver of any other provisions of this Letter Agreement (whether or not similar), nor shall such waiver constitute a continuing waiver.

12.     Notices .

(a)     Notices Generally . Subject to Section 12.1(c) , all notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by facsimile or .pdf), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made (a) when delivered by hand, (b) when transmitted via facsimile to the number set out herein, (c) when delivered by electronic mail, when delivered, or (d) the second Business Day following the day on which the same has been delivered prepaid to a reputable national express air courier service, addressed as follows in the case of the Company and the Clay Family Holders, or to such other address as may be hereafter notified by the respective parties hereto:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.

UNLESS PERMITTED BY SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE OCTOBER 9, 2015.

THE WARRANTS EVIDENCED HEREBY ARE EXERCISABLE ON OR BEFORE 5:00 P.M. (VANCOUVER TIME) ON JUNE 8, 2020, AFTER WHICH TIME THE WARRANTS EVIDENCED HEREBY SHALL BE DEEMED TO BE VOID AND OF NO FURTHER FORCE OR EFFECT.

SHARE PURCHASE WARRANTS
OF
GOLDEN QUEEN MINING CO. LTD.

This is to Certify That, FOR VALUE RECEIVED, ♦ (the “ Holder ”), is entitled to purchase, subject to the provisions of these share purchase warrants (the “ Warrants ”), from Golden Queen Mining Co. Ltd., a corporation incorporated under the Business Corporations Act (British Columbia) (the “ Corporation ”), up to ♦ common shares of the Corporation (the “ Warrant Shares ”) for a purchase price of USD$0.95 per Warrant Share (the “ Exercise Price ”). The Holder may exercise these Warrants at any time from six (6) months after the date hereof until 5:00 p.m. Vancouver Time on June 8, 2020 (the “ Exercise Period ”).

1.           EXERCISE OF WARRANTS .

These Warrants may be exercised in whole or in part at any time or from time to time during the Exercise Period. However, if such day is a day on which banking institutions in the city of Vancouver are authorized by law to close, then on the next succeeding day which shall not be such a day. These Warrants may be exercised by presentation and surrender hereof to the Corporation at its principal office with the Purchase Form attached hereto as Schedule A duly executed and accompanied by payment of the Exercise Price for the number of Warrant Shares specified in such form. As soon as practicable after each such exercise of the Warrants, but not later than five (5) business days following the receipt of good and available funds, the Corporation shall issue the Warrant Shares and send to the Holder or its designee an uncertificated book entry holding statement in the form issued by the Corporation’s transfer agent (a “ Direct Registration Transaction Advice statement ”), or a share certificate or share certificates, evidencing the Holder or its designee as the registered holder of the Warrant Shares issuable upon such exercise. If these Warrants should be exercised in part only, the Corporation shall, upon surrender of these Warrants for cancellation, execute and deliver new Warrants evidencing the rights of the Holder thereof to purchase the balance of the Warrant Shares purchasable thereunder.

2.           RESERVATION OF SHARES . The Corporation covenants and agrees that the Warrant Shares that may be issued upon due exercise of these Warrants will, upon issuance, be duly and validly issued, fully paid and nonassessable and no personal liability will attach to the holder thereof. The Corporation further covenants and agrees that during the Exercise Period, the Corporation will at all times have authorized and reserved a sufficient number of its common shares to provide for the exercise of these Warrants.

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3.           FRACTIONAL SHARES . No fractional Warrant Shares or script representing fractional Warrant Shares shall be issued upon the exercise of these Warrants. With respect to any fraction of a Warrant Share called for upon any exercise hereof, such fraction shall be rounded down to the nearest whole Warrant Share.

4.           TRANSFER, EXCHANGE, OR LOSS OF WARRANTS.

(a)          The Warrants are transferable in accordance with the terms of this Section 4. Subject to compliance with this Section 4, the Corporation shall register any such transfer and/or assignment of all or any portion of this Warrant to one or more Persons (each a “ Permitted Transferee ”), upon surrender of this Warrant, with the Form of Assignment attached hereto as Schedule B duly completed and signed, to the Corporation at its address specified herein to the Corporation at its address set forth herein. Upon any such registration or transfer, a new Warrant to purchase Warrant Shares, in substantially the form of this Warrant (any such new Warrant, a “ New Warrant ”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in respect of the New Warrant that the Holder has in respect of this Warrant. For the purposes hereof, the term “ Person ” means an individual, entity, corporation, partnership, association, limited liability company, limited liability partnership, joint-stock company, trust or unincorporated organization. Any transfer and/or assignment of all or any portion of this Warrant to a Permitted Transferee must comply with applicable United States federal and state securities laws, and the Company may as a condition to accepting and recording such transfer and/or assignment require the delivery of an opinion of counsel in a form acceptable to the Company that the transfer and/or assignment may be made without registration under such federal or state securities laws.

(b)          These Warrants are exchangeable, without expense, at the option of the Holder, upon presentation and surrender hereof to the Corporation for other warrants of different denominations entitling the Holder thereof to purchase in the aggregate the same number of Warrant Shares purchasable hereunder. Upon receipt by the Corporation of evidence satisfactory to it of the loss, theft, destruction or mutilation of these Warrants, and upon surrender and cancellation of these Warrants, if mutilated, the Corporation will execute and deliver new Warrants of like tenor and date.

5.            RIGHTS OF THE HOLDER . These Warrants shall not entitle the Holder to any voting rights or any other rights, or subject the Holder to any liabilities, as a shareholder of the Corporation.

6.1         The acquisition rights in effect at any date attaching to the Warrants shall be subject to adjustment from time to time as follows:

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the Exercise Price of each Warrant shall be adjusted immediately after the record date or effective date of such Share Reorganization, as the case may be, by multiplying the Exercise Price then in effect by a fraction of which the numerator shall be the total number of Common Shares outstanding immediately prior to such date and the denominator shall be the total number of Common Shares outstanding immediately after such date after giving effect to the Share Reorganization. Such adjustment shall be made successively whenever any event referred to in this subsection shall occur. If and whenever at any time after the date hereof during the Exercise Period any of the events set out above shall occur and the occurrence of such event results in an adjustment of the Exercise Price, then the number of Warrant Shares purchasable pursuant to this Warrant shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Warrant Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment;

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as the case may be,

by the Fair Market Value of the Shares as of the record date for the Rights Offering; and

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provided, however, if the offering, conversion or exchange price per share, as the case may be, in connection with the Rights Offering (the “ Rights Offering Price ”) is below the Exercise Price as would otherwise be applicable following adjustment pursuant to this Subsection 6.1(c) (the “ Adjusted Exercise Price ”) then, and in each such case, the Exercise Price shall instead be the lower of (i) the Adjusted Exercise Price; and (ii) the greater of the Rights Offering Price and USD$0.7831.

Any shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such calculation. To the extent that such Rights Offering is not so made or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or if such expired rights, options or warrants had not been issued. From and after any adjustment of the Exercise Price pursuant to this Section 6(c), the number of Warrant Shares purchasable pursuant to this Warrant Certificate shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.

For the purposes of the foregoing, the “ Fair Market Value ” of the Common Shares at any date shall be the volume weighted average price per share for any 20 consecutive trading days (which may be selected by the directors of the Corporation) commencing not more than 45 trading days and not less than five trading days before such date on the Toronto Stock Exchange (the “TSX”) or, if the Common Shares are not then listed on the TSX, then on such other stock exchange on which the Common Shares are then listed as may be selected by the directors of the Corporation or, if the Common Shares are not then listed on a stock exchange, on the over-the-counter market; the weighted average price shall be determined by dividing the aggregate of the closing sales prices of all such shares sold on such exchange or market, as the case may be, during the said 20 consecutive trading days by the total number of shares so sold; provided that, if there is no market for the Common Shares during all or part of such period during which the Fair Market Value thereof would otherwise be determined, the Fair Market Value in respect of a common share shall in respect of all or such part of the period be determined by a nationally recognized accounting firm chosen by the Corporation.

and if such issuance or distribution does not constitute a Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a “ Special Distribution ”), the Exercise Price shall be adjusted immediately after the record date for the Special Distribution so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction:

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Any Common Shares owned by or held for the account of the Corporation shall be deemed not to be outstanding for the purpose of any such computation. To the extent that such Special Distribution is not so made or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or if such expired rights, options or warrants had not been issued. From and after any adjustment of the Exercise Price pursuant to this Subsection 6.1(d), the number of Warrant Shares purchasable pursuant to this Warrant Certificate shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.

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6.2          All shares of any class or other securities which the Holder of these Warrants is at the time in question entitled to receive on the exercise of these Warrants, whether or not as a result of adjustments made pursuant to this Section 6, shall, for the purposes of the interpretation of this Certificate, be deemed to be shares which the Holder of these Warrants is entitled to acquire pursuant to such Warrants.

6.3          As a condition precedent to the taking of any action which would require an adjustment in any of the acquisition rights pursuant to any of the Warrants, including the number of Warrant Shares which are to be received upon the exercise thereof, the Corporation shall take any corporate action which may, in the opinion of its counsel, be necessary in order that the Corporation or a successor company has unissued and reserved in its authorized capital and may validly and legally issue as fully paid and non-assessable all the shares which the holders of such Warrants are entitled to receive on the full exercise thereof in accordance with the provisions hereof.

6.4          In the absence of a resolution of the board of directors of the Corporation fixing a record date for any dividend or distribution referred to in Section 6.1(a)(i) or any Rights Offering or Special Distribution, the Corporation shall be deemed to have fixed as the record date therefor the date on which such dividend or distribution, Rights Offering or Special Distribution is effected.

6.5          Any question that at any time or from time to time arises with respect to the amount of any adjustment to the Exercise Price or other adjustments pursuant to Section 6 shall be conclusively determined by a firm of independent chartered accountants (who may be the Corporation’s auditors) and shall, absent manifest error, be binding upon the Corporation and the Holder. Notwithstanding the foregoing, such determination shall be subject to the prior written approval of the principal stock exchange or over-the-counter market on which the Shares are then listed or quoted for trading. In the event that any such determination is made, the Corporation shall notify the Holder in the manner contemplated in Section 11 describing such determination.

6.6          The Corporation shall not be required to deliver Direct Registration Transaction Advice statements or certificates for Warrant Shares while the share transfer books of the Corporation are properly closed prior to any meeting of shareholders, for the payment of dividends or for any other purpose and in the event of the surrender of any Warrant in accordance with the provisions hereof and the making of any subscription and payment for the Warrant Shares called for thereby during any such period, delivery of Direct Registration Transaction Advice statements or certificates for Warrant Shares may be postponed for not more than five business days after the date of the re-opening of said share transfer books. Any such postponement of delivery of Direct Registration Transaction Advice statements or certificates shall be without prejudice to the right of the Holder, if the Holder has surrendered the same and made payment during such period, to receive such Direct Registration Transaction Advice statements or certificates for the Warrant Shares called for after the share transfer books have been re-opened.

7.           NOTICES TO HOLDERS OF WARRANTS . So long as these Warrants shall be outstanding, if the Corporation shall undertake any event which requires or might require adjustment in any of the subscription rights pursuant to this Warrant Certificate, including the Exercise Price and the number of Shares which are purchasable upon the exercise thereof, then the Corporation shall cause to be mailed by certified mail to the Holder, at least 15 days prior to the effective date or record date, as the case may be of any such event or such longer period of notice as the Corporation shall be required to provide holders of shares in respect of any such event, as the case may be, a notice containing a brief description of the proposed action and stating the date on which (i) a record is to be taken for the purpose of such dividend, distribution or rights or (ii) such reclassification, reorganization, consolidation, merger, conveyance, lease, dissolution, liquidation or winding up is to take place and the date, if any is to be fixed, as of which the holders of Common Shares or other securities shall receive cash or other property deliverable upon such reclassification, reorganization, consolidation, merger, conveyance, dissolution, liquidation or winding up.

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8.           CHANGE; WAIVER . Subject to the approval of the TSX, or any successor exchange or other stock exchange on which the Common Shares may be listed (the “Exchange”), the provisions of these Warrants may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to in writing by the Corporation and the holders of at least a majority of the Warrants then outstanding.

9.           RESTRICTIONS ON EXERCISE . The Warrants represented hereby and securities which may be acquired hereunder have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or the securities laws of any state of the United States, and the Warrants represented hereby may not be exercised in the United States or by or on behalf of any U.S. Person (as defined in Regulation S under the 1933 Act) unless an exemption is available from the registration requirements under the 1933 Act. A Holder who is a U.S. Person may meet the requirements for such exemption if: (i) the Holder represents that it is “accredited investor” as defined in Rule 501 of Regulation D under the 1933 Act and that it was the original purchaser of the Warrants from the Corporation at the time it was a U.S. Person, or (ii) the Holder represents that it is the original purchaser of the Warrants from the Corporation and that it is exercising the Warrant in an “off shore transaction” (as defined in Regulation S under the 1933 Act); provided that the Corporation may require further information from the Holder to confirm such status, and in any event, reserves the right to refuse the exercise of the Warrants, if such exercise would not comply with the 1933 Act or applicable state laws. If the Corporation refuses the exercise on the basis that it would not comply with the 1933 Act or applicable state laws, or if the Holder hereof is a U.S. Person and is not the original purchaser of the Warrants from the Corporation, the Corporation will accept a request for the exercise of the Warrants upon the Holder furnishing an opinion of counsel of recognized standing in form and substance satisfactory to the Corporation to the effect that such exercise of the Warrants can lawfully be made without registration or qualification under United States federal or state laws.

10.           REGISTER OF HOLDERS . The Corporation shall maintain a register of holders in which shall be entered the names and addresses of the holders of the Warrants and of the number of Warrants held by them. Such register shall be open at all reasonable times for inspection by the Holder. The Corporation shall notify the Holder forthwith of any change of address of the principal office of the Corporation.

11.           NOTICE . Unless herein otherwise expressly provided, any notice to be given hereunder to the Holder shall be deemed to be validly given if such notice is given by personal delivery or registered mail to the attention of the Holder at its registered address recorded in the registers maintained by the Corporation. Any notice so given shall be deemed to be validly given, if delivered personally, on the day of delivery and if sent by post or other means, on the fifth Business Day next following the sending thereof. In determining under any provision hereof the date when notice of any event must be given, the date of giving notice shall be included and the date of the event shall be excluded.

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12.           RESTRICTIONS ON UNDERLYING SHARES . The Holder understands that upon the issuance thereof, and until such time as the same is no longer required under the applicable requirements of the 1933 Act or applicable U.S. state laws and regulations or Canadian Applicable Laws, the certificates representing the Warrant Shares, and all securities issued in exchange therefor or in substitution thereof, will bear a legend in substantially the following form:

13.           GENERAL .

13.1          The headings in this Certificate are for reference only and do not constitute terms of the Certificate.

13.2          Whenever the singular or masculine is used in this Certificate the same shall be deemed to include the plural or the feminine or the body corporate as the context may require.

13.3          This Certificate shall enure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, provided that it shall not be assigned by the Corporation without the prior consent of the Holder, such consent not to be unreasonably withheld.

13.4          This Certificate shall be subject to, governed by, and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

13.5          All references herein to monetary amounts are references to lawful money of the United States of America.

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IN WITNESS WHEREOF, the Corporation has caused these Warrants to be executed this 8 ^th day of June, 2015.

Schedule A

Exercise Form

(1)          The undersigned hereby irrevocably elects to exercise Warrants to purchase _______________________shares (“Shares”) of Golden Queen Mining Co. Ltd. (the “Corporation”) (or such number of shares or other securities or property to which the undersigned is entitled in lieu thereof or in addition thereto under the provisions of the Warrants).

(2)          The undersigned encloses herewith a bank draft, certified check or money order in the amount of USD$_________________payable to the Corporation in payment of the exercise price determined under, and on the terms specified in, the Warrants.

(3)          The undersigned hereby acknowledges that they will receive a Direct Registration Transaction Advice statement confirming the issuance of the Shares unless the following box is checked, in which case the undersigned will receive a share certificate. €

(4)          The undersigned hereby irrevocably directs that the said Warrant Shares be issued and delivered as follows:

The undersigned holder understands that unless Box A above is checked and agreed to by the Corporation, the Direct Registration Transaction Advice statements or certificates representing the Shares will bear a legend restricting transfer without registration under the 1933 Act and applicable state securities laws unless an exemption from registration is available.

If any Shares are to be issued to a person or persons other than the undersigned holder, the undersigned holder must pay all applicable transfer taxes or other government charges.

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Schedule B

FORM OF ASSIGNMENT
[To be completed and signed only upon transfer of Warrant]

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________________the right represented by the within Warrant to purchase ____________common shares in the capital of Golden Queen Mining Company Ltd. (the “Corporation”) to which the within Warrant relates and appoints ________________________attorney to transfer said right on the books of the Corporation. with full power of substitution in the premises.

The undersigned transferee agrees to be bound by the covenants of the Holder during the term of the Warrant. The undersigned transferee agrees represents and warrants that:

If the undersigned transferee cannot make the representations required in clause (ii) above, above, because it is factually incorrect, it shall be a condition to the transfer of the Warrant that the Company receive such other representations as the Company considers necessary, acting reasonably, to assure the Company that the transfer this Warrant shall not violate any United States or other applicable securities laws.