Exhibit 10.1

STANDBY GUARANTEE AGREEMENT

THIS AGREEMENT made as of the 10 ^th day of November, 2017.

BETWEEN:

GOLDEN QUEEN MINING CO. LTD. , a company existing under the laws of the Province of British Columbia

(the “ Company ” )

AND:

Landon T. Clay 2009 Irrevocable Trust DATED MARCH 6, 2009

(the “ Clay 2009 Trust ” )

AND:

THE MASTERS 1, LLC

(the “ Masters 1 ” )

(Masters 1 together with the Clay 2009 Trust are the “ Standby Guarantors ” )

WHEREAS:

NOW THEREFORE , in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

ARTICLE 1

DEFINITIONS

In this Agreement, including the Recitals hereto:

Additional Subscription Privilege has the meaning given in Section 2.2;

Basic Subscription Privilege has the meaning given in Section 2.1;

Business Day means any day, other than a Saturday or a Sunday, upon which banks are open for business in the City of Vancouver, British Columbia;

Closing has the meaning given in Section 8.1;

Closing Date means that day which falls two (2) Business Days following the Rights Expiry Date or such earlier date after the Rights Expiry Date as is practicable and as agreed between the Company and the Standby Guarantors;

Closing Time has the meaning given in Section 8.1 of this Agreement;

Commissions means the provincial and territorial securities commissions or other regulatory authorities in the Filing Jurisdictions;

Common Shares means the common shares in the capital of the Company;

Disclosure Record means all prospectuses, information circulars, annual information forms, financial statements, management's discussion and analysis, material change reports and other public documents filed by or with respect to the Company with applicable Commissions;

EDGAR means the Electronic Data Gathering, Analysis and Retrieval system (EDGAR);

Effective Date has the meaning given in Section 2.1;

Exchange means the Toronto Stock Exchange;

Filing Jurisdictions means the provinces of British Columbia, Alberta and Ontario (with respect to the filing of the Prospectus) and the United States (with respect to the filing of a Registration Statement with the SEC);

Final Prospectus means the final short form prospectus to be filed by the Company with the Commissions to qualify the distribution of the Rights, the Rights Shares and the Standby Shares pursuant to the Rights Offering, as amended by any Prospectus Amendment to the Final Prospectus;

Financial Statements means the Company’s audited consolidated financial statements, the notes thereto and the auditor's report thereon for the years ended December 31, 2016 and 2015 with the notes thereto;

Governmental Entity means any:

Indemnified Party has the meaning given in section 10.2(a) of this Agreement;

Indemnifying Party has the meaning given in section 10.2(a) of this Agreement;

Laws means any and all applicable laws including all statutes, codes, ordinances, decrees, rules, regulations, municipal by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, instruments, policies, guidelines, and general principles of common law and equity, binding on or affecting the Person referred to;

Material Adverse Change means any change, development, event or occurrence with respect to the business, condition (financial or otherwise), properties, assets, liabilities (contingent or otherwise), capital, cash flow, operations, or results of operations of the Company and its subsidiaries on a consolidated basis, that is, or would reasonably be expected to be, material and adverse to the Company and its subsidiaries on a consolidated basis;

Material Change has the meaning given in the Securities Act;

Misrepresentation means:

NI 41-101 means National Instrument 41-101 – General Prospectus Requirements of the Canadian Securities Administrators;

Non-Qualifying Jurisdiction means any jurisdiction other than the Qualifying Jurisdictions;

Offering Date has the meaning given in Section 2.1;

Order means any award, decision, injunction, judgment, order, ruling, subpoena, or verdict entered, issued, made, or rendered by any court, administrative agency, or other Governmental Entity or by any arbitrator;

Person means an individual, corporation, partnership, limited partnership, limited liability partnership, limited liability company, association, trust, estate, custodian, trustee, executor, administrator, nominee or other entity or organization, including (without limitation) a Governmental Entity or political subdivision or an agency or instrumentality thereof;

Preliminary Prospectus means the preliminary short form prospectus to be filed with the Commissions to qualify the distribution of the Rights, the Rights Shares and the Standby Shares issuable upon exercise of the Rights pursuant to the Rights Offering;

Prospectus means, collectively, the Preliminary Prospectus, the Final Prospectus and any Prospectus Amendment;

Prospectus Amendment means any amendment to the Preliminary Prospectus or the Final Prospectus;

Qualifying Jurisdictions means the Filing Jurisdictions, except for the States of Arizona, Arkansas, California, Minnesota, Ohio and Wisconsin and such other jurisdictions outside Canada and the United States where it is lawful to mail the Final Prospectus and Registration Statement, as applicable, and the certificates representing the Rights to Shareholders resident therein;

Record Date means the record date for the purpose of the Rights Offering that will be established by the Company in accordance with Securities Laws and set out in the Final Prospectus;

Regulatory Authorities means the Commissions, the SEC and the Exchange;

Registration Rights Agreement has the meaning given in Section 3.4 of this Agreement;

Registration Statement means a registration statement of the Company on Form S-3 or such other form as may be available to the Company at the time of filing to cover the issuance of Common Shares upon exercise of the Rights under the U.S. Securities Act;

Rights means the transferable rights that will be distributed to each Shareholder on the Record Date to subscribe for Rights Shares at the Subscription Price under the Rights Offering;

Rights Expiry Date has the meaning given in section 2.1 of this Agreement;

Rights Expiry Time means 5:00 p.m. (Vancouver time) on the Rights Expiry Date;

Rights Offering means the offering by the Company of the Rights undertaken in accordance with Article 2;

Rights Shares means the Common Shares which may be issued on exercise of the Rights;

SEC means the United States Securities and Exchange Commission or any successor agency thereto;

Securities means the Rights, the Rights Shares, and the Standby Shares;

Securities Act means the Securities Act (British Columbia);

Securities Laws means all applicable securities Laws of each of the Qualifying Jurisdictions, the U.S. Securities Act and the applicable rules of the Exchange;

SEDAR means the System for Electronic Document Analysis and Retrieval (SEDAR) as further described in National Instrument 13-101 – System for Electronic Document Analysis and Retrieval (SEDAR) of the Canadian Securities Administrators;

Shareholder means a holder of record of Common Shares of the Company;

Standby Guarantee has the meaning given in Section 3.1 of this Agreement;

Standby Guarantors has the meaning given on the cover page of this Agreement;

Standby Purchaser Fee has the meaning given in Section 3.5 of this Agreement;

Standby Shares means 100% of the Rights Shares which remain unsubscribed for by holders of Rights on the Rights Expiry Date under the Rights Offering;

Subscription Price has the meaning given in Section 2.1;

U.S. Securities Act means the United States Securities Act of 1933, as amended; and

United States means the United States of America, its territories and possessions, each State of the United States and the District of Columbia.

The division of this Agreement into articles, sections, paragraphs and clauses and the provision of headings are for the convenience of reference only and will not affect the construction or interpretation of this Agreement. The terms “this Agreement”, “hereunder” and similar expressions refer to this Agreement as a whole and not to any particular article, section, paragraph, clause or other portion of this Agreement and include any agreement or instrument supplemental or ancillary to this Agreement. Unless something in the subject matter or context is inconsistent therewith, references in this Agreement to articles, sections, paragraphs or clauses are to articles, sections, paragraphs or clauses of this Agreement.

Words importing the singular number only will include the plural and vice versa, words importing any gender will include all genders.

Unless otherwise specifically stated, all references to dollars and cents in this Agreement are to the lawful currency of the United States.

This Agreement will be governed by, interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each party hereby unconditionally and irrevocably submits to the nonexclusive jurisdiction of the courts of the Province of British Columbia in respect of all matters arising out of this Agreement.

If any provision of this Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will attach only to such provision or part thereof and the remaining part of such provision and all other provisions of this Agreement will continue in full force and effect. The parties to this Agreement agree to negotiate in good faith a substitute provision which will be as close as possible to the intention of any invalid or unenforceable provision as may be valid or enforceable. The invalidity or unenforceability of any provision in any particular jurisdiction will not affect its validity or enforceability in any other jurisdiction where it is valid or enforceable.

Any reference to a statute, act or law will include and will be deemed to be a reference to such statute, act or law and to the regulations, instruments and policies made pursuant thereto, with all amendments made thereto and in force from time to time, and to any statute, act or law that may be passed which has the effect of supplementing or superseding such statute, act or law so referred to.

ARTICLE 2

CONDUCT OF THE RIGHTS OFFERING

Pursuant to the Rights Offering, the Company will issue on a pro rata basis at no charge, Rights to each Shareholder resident in the Qualifying Jurisdictions as of the Record Date on the basis of one (1) Right for each Common Share held. One (1) Right will entitle the holder to purchase, at the election of such holder, that number of Common Shares equal to the quotient of the Rights Shares divided by 111,148,683 (the “ Basic Subscription Privilege” ) at a price per Rights Share equal to 75% of the market price of the Common Shares determined in accordance with Exchange rules (the “ Subscription Price” ). The Rights Offering will remain open for a period of 30 calendar days following the date that the SEC declares the Registration Statement effective under the U.S. Securities Act (the “ Effective Date ”), subject to a maximum exercise period of 90 days from the issuance date of the Rights (the “ Rights Expiry Date ”), provided that if the Effective Date does not occur at least 21 days prior to 90 days from the issuance date of the Rights, then the Rights Expiry Date will be the Effective Date. Each such Right will be non-transferable and non-exchangeable, and may not be exercised to acquire Rights Shares, prior to and including the Effective Date, and will thereafter be transferable, exchangeable and exercisable to acquire Rights Shares up to and including the Rights Expiry Date.

Pursuant to Securities Laws, each holder of Rights who has exercised in full the Basic Subscription Privilege attaching to such holder’s Rights, will be entitled, on a pro rata basis (based on the number of Rights which it exercised under the Basic Subscription Privilege as a proportion of all Rights exercised under the Basic Subscription Privilege), to subscribe for additional Rights Shares at the Subscription Price, to the extent that other holders of Rights do not exercise all of their Rights under the Basic Subscription Privilege (the “ Additional Subscription Privilege ”)

The completion of the purchase of Rights Shares pursuant to the Basic Subscription Privilege and the Additional Subscription Privilege by each Rights holder will occur at the time, and in the manner set forth in the Final Prospectus, and in the event of any conflict between the provisions of this Agreement and the provisions of the Final Prospectus, the provisions of the Final Prospectus will prevail.

ARTICLE 3

STANDBY GUARANTEE

In order to guarantee that at least US$25,000,000 worth of Rights are exercised on the Closing Date, each of the Standby Guarantors will purchase, at the Subscription Price, the proportionate share of the Standby Shares up to the maximum amounts set forth below within two Business Days after the Rights Expiry Date (the “ Standby Guarantee ”):

The obligations of the Standby Guarantors pursuant to this Section 3.1 will be several (as distinguished from joint and joint and several) obligations of each Standby Guarantor, and will terminate upon the termination of this Agreement for any reason. In the event that a Standby Guarantor either defaults on its obligation pursuant to this Section 3.1 or terminates its obligations under this Agreement pursuant to Section 9.2, the Company cannot obligate the other Standby Guarantors to exercise the Standby Guarantee of the defaulting or terminating Standby Guarantor and no Standby Guarantor will be liable to the Company with respect to a default by another Standby Guarantor. If one or more of the Standby Guarantors fails to purchase its or their proportionate share of the Standby Shares at the Closing Time the other Standby Guarantor(s) will have the right, but will not be obligated, to purchase on a pro-rata basis (or in such other proportion as the remaining Standby Guarantors may mutually agree) all, but not less than all, of the Standby Shares not purchased by the defaulting Standby Guarantor(s).

Subject to and in accordance with the terms of this Agreement, on the Closing Date, each of the Standby Guarantors will pay in immediately available funds by wire transfer to an account designated by the Company, or by certified cheque payable to the Company or its counsel, the aggregate Subscription Price that is payable for the Standby Shares to be purchased by such Standby Guarantor hereunder, and the Company will issue the Standby Shares to such Standby Guarantor and deliver the certificate(s) representing the Standby Shares as soon as practicable thereafter, but in any event within two Business Days following the Closing Date.

Each of the Standby Guarantors will provide to the Company such evidence as may be required by the applicable Regulatory Authorities that the Guarantor has the financial ability to carry out the “stand-by commitment” (as defined under NI 41-101) constituted by this Agreement, as required under Part 8A of NI 41-101.

Subject to the terms of the Amended and Restated Registration Rights Agreement dated June 8, 2015 between the 2009 Trust, EHT, LLC, Harris Clay, The Clay Family 2009 Irrevocable Trust Dated April 14, 2009 and the Company (as may be subsequently amended, modified or supplemented, the “ Registration Rights Agreement ”), each of the Standby Guarantors agrees to sell the Standby Shares only in accordance with all applicable Securities Laws, and not to sell or distribute, directly or indirectly, the Standby Shares in such a manner as to:

In consideration for the Standby Guarantee, the Company has agreed to pay at the Closing to the Standby Guarantors, in immediately available funds by wire transfer to one or more accounts designated by the Standby Guarantors, a fee (the “ Standby Purchaser Fee ”) equal to 3.0% of the aggregate Subscription Price for the maximum number of Rights Shares that would be issued pursuant to the Rights Offering if all of the Rights were exercised, less that number of Rights which are issued in respect of Common Shares: (a) owned by the Standby Guarantors; and (b) directly or indirectly owned or over which investment control is exercised by Thomas M. Clay or Jonathan C. Clay (the shareholders thereof being collectively referred to as the “ Excluded Shareholders ”).

The Stand-by Fee will be paid to each of the Standby Guarantors in the same proportion as the percentage of the Standby Guarantee for which each is responsible, as set forth in Section 3.1

The Company agrees to amend the Registration Rights Agreement on or before the Closing Time to cover (i) the warrants (and the securities issuable thereunder) issued pursuant to the Second Amended and Restated Term Loan Agreement dated as of November 21, 2016, by and among the Company and the other parties thereto, and (ii) the Rights Shares acquired in the Rights Offering by the Standby Guarantors and their affiliates, and (iii) the Standby Shares acquired in this Rights Offering by the Standby Guarantors and their affiliates.

The Standby Guarantors each represent and warrant that they intend (but are not legally obligated) to exercise in full their Rights prior to the Rights Expiry Time.

ARTICLE 4

COVENANTS

Subject to and in accordance with the terms of this Agreement, the Company agrees with the Standby Guarantors that:

ARTICLE 5

MATERIAL CHANGES

If, prior to the Rights Expiry Date, there is any change in the Securities Laws that, in the opinion of the Standby Guarantors, acting reasonably, requires the filing of a Prospectus Amendment, the Company will, to the satisfaction of the Standby Guarantors, acting reasonably, promptly prepare and file such Prospectus Amendment with the applicable Regulatory Authorities.

If a Material Change occurs after the date of filing of the Final Prospectus with the applicable Regulatory Authorities and prior to the Closing Date, then, subject to Article 8, the Closing Date will be, unless the Company and the Standby Guarantors otherwise agree in writing, the later of the previously scheduled Closing Date and the sixth Business Day following the date on which all applicable filings or other requirements of the Securities Laws with respect to such Material Change have been complied with in all Qualifying Jurisdictions and any appropriate documents obtained for such filings and notice of such filings from the Company or the Company's counsel have been received by the Guarantors. For greater certainty, under no circumstances will the exercise period for the Rights Offering exceed ninety (90) days.

ARTICLE 6

WARRANTIES AND REPRESENTATIONS OF THE COMPANY

The Company warrants and represents to each of the Standby Guarantors that:

All representations and warranties of the Company contained in this Agreement will survive the completion of the purchase of Standby Shares by the Standby Guarantors and will continue in full force and effect for a period of two years despite any investigation, inquiry or other steps which may be taken by or on behalf of the Standby Guarantors.

The Company will notify the Standby Guarantors forthwith if it becomes aware of a fact or circumstance which has caused or would be reasonably likely to cause a representation or warranty set out in this Article 6 to become untrue, inaccurate or misleading at any time (by reference to circumstances subsisting at that time) before the Closing Date. Within two Business Days following the date that the SEC declares the Registration Statement effective under the U.S. Securities Act, the Company will notify the Standby Guarantors of such effectiveness.

ARTICLE 7

REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE STANDBY GUARANTORS

Each of the Standby Guarantors severally, and not jointly (or jointly and severally), represents and warrants to the Company that:

If required under applicable Laws or Securities Laws or under the rules and policies of the Exchange, each Standby Guarantor will use commercially reasonable efforts to assist the Company to execute, deliver and file such required reports and such other required documents with respect to the issue of the Rights, the Rights Shares and the Standby Shares, provided that the Company acknowledges and agrees that it has not engaged the Standby Guarantors to act as underwriters (as defined under applicable Securities Laws) and none of the Standby Guarantors will be required to sign a certificate in the Prospectus in that capacity or any other capacity.

All representations and warranties of each party contained in this Agreement or contained in any document delivered pursuant to this Agreement or in connection with the Rights Offering contemplated in this Agreement will survive the completion of the purchase of Securities by the Standby Guarantors and will continue in full force and effect for a period of two years despite any investigation, inquiry or other steps which may be taken by or on any party’s behalf.

The Standby Guarantors will notify the Company forthwith if it becomes aware of a fact or circumstance which has caused or would be reasonably likely to cause a representation or warranty set out in this Article 7 to become untrue, inaccurate or misleading at any time (by reference to circumstances subsisting at that time) before the Closing Date.

ARTICLE 8

CLOSING AND CONDITIONS

The closing of the purchase by the Standby Guarantors and sale by the Company of the Standby Shares to be purchased by the Standby Guarantors hereunder (the “ Closing ”) will be completed at the office of Morton Law LLP at 4:00 p.m. (Vancouver time) (the “ Closing Time” ) on the Closing Date or at such other time and/or on such other date and/or at such other place as the Company and each of the Standby Guarantors may agree upon in writing. On such date, and upon payment being made by the Standby Guarantors for the Standby Shares in accordance with Section 3.3, the Company will issue, and thereafter deliver as soon as practicable, to the Standby Guarantors certificates representing the Standby Shares, registered in the name of the Standby Guarantor or one or more designee of the Standby Guarantor, as applicable.

The obligation of the Standby Guarantors to complete the transactions set out in this Agreement is subject to the following conditions being satisfied in full, to the satisfaction of each of the Standby Guarantors acting separately:

The obligation of the Standby Guarantors and the Company to complete the transactions set out in this Agreement is subject to the following conditions being satisfied in full, to the satisfaction of each of the Standby Guarantors and the Company acting separately (each of which may only be waived by mutual consent):

The Company agrees that the conditions contained in Section 8.2 and 8.3 will be complied with so far as such conditions relate to acts to be performed or to be caused to be performed by the Company and that it will use its commercially reasonable efforts to cause such conditions to be complied with.

Provided that the Company has used commercially reasonable efforts to comply with (or cause to be complied with) such conditions, the Company's obligation to complete the transactions set out in this Agreement is subject to the condition being satisfied in full that each of the Standby Guarantors will have performed or complied with, in all material respects, each of its terms, conditions and covenants contained in this Agreement and each of its representations and warranties will be true and correct as of the Closing Time with the same force and effect as if made at and as of such time.

ARTICLE 9

TERMINATION

The Company will be entitled, at any time and in its sole discretion, to elect to terminate this Agreement by giving written notice of such election to the Standby Guarantors, if:

Any of the Standby Guarantors will be entitled, by giving written notice to the Company at any time prior to the Rights Expiry Time, to terminate and cancel, without any liability on its part, its obligations under this Agreement independently of the other Standby Guarantors, if:

This Agreement will Terminate without further action of the Parties if the Effective Date does not occur at least 21 days prior to 90 days from the issuance date of the Rights, in which event the Standby Guarantor will not be entitled to acquire the Standby Shares. Notwithstanding the foregoing, the Parties may agree to extend the 90 day period in order to provide for an Expiry Date of at least 21 days from the Effective Date, subject to the Company obtaining any required approvals from the Commissions and the Exchange to such extension, in which event the Agreement will not terminate pursuant to this Section 9.3.

Despite any other provision of this Agreement, if the Company or any of the Standby Guarantors validly terminate(s) its obligations under this Agreement in accordance with this Article 9 the obligations of both the Company and the terminating Standby Guarantor under this Agreement will terminate, and there will be no further liability on the part of either of the terminating Standby Guarantor to the Company or on the Company's part to the terminating Standby Guarantor hereunder (except for any liability of any party that exists at such time or that may arise thereafter pursuant to Section 12.1).

ARTICLE 10

INDEMNIFICATION

The Company covenants and agrees to protect, indemnify and hold harmless the Standby Guarantors for and on behalf of itself and for and on behalf of and in trust for each of its directors, officers, employees, agents and shareholders from and against any and all losses claims, damages, liabilities, costs or expense caused or incurred:

ARTICLE 11

NOTICE

Any notice under this Agreement will be given in writing and must be delivered, sent by email, or overnight courier and addressed to the party to which notice is to be given at the following address, or at another address designated by such party in writing:

Golden Queen Mining Co. Ltd.

2300 - 1066 West Hastings Street

Vancouver, British Columbia

V6E 3X2 Canada

Attn: Guy Le Bel – Chief Financial Officer

Email: glebel@goldenqueen.com

with a copy to:

Morton Law LLP

Suite 1200 – 750 West Pender St. Vancouver BC

V6C 2T8

Attn: Edward Mayerhofer

Email: elm@mortonlaw.ca

c/o East Hill Management Company

70 Main Street

Suite 300

Petersborough, NH 03458

Attention: Thomas Clay

Email: thomas.clay@easthillmgt.com

with a copy to:

             barmour@sandw.com

If notice is sent by email or is delivered, it will be deemed to have been given at the time of transmission or delivery. If notice is mailed, it will be deemed to have been received three (3) business days following the date of mailing of the notice. If there is an interruption in normal mail service due to strike, labour unrest or other cause at or prior to the time a notice is mailed the notice will be sent by facsimile or will be delivered.

ARTICLE 12

GENERAL

Whether or not the transactions herein contemplated will be completed, all expenses of or incidental to the Rights Offering and the transactions contemplated herein or in the Prospectus including, without limitation: all reasonable fees and disbursements of counsel, including counsel to the Standby Guarantors (to a maximum of US$75,000 for the Standby Guarantors’ legal expenses), transfer agents, outside consultants and experts (including appraisers, engineers and credit reports), filing fees, printing costs, the preparation and holding of information meetings, the reasonable out-of-pocket costs related to information meetings and travel, and the Standby Guarantors’ reasonable out-of-pocket expenses including the Standby Guarantors’ reasonable travel expenses in connection with due diligence (including hotel accommodations and meals) together with all applicable taxes thereon, will be borne by and be for the account of the Company.

From time to time after the date of this Agreement, the parties to this Agreement will execute, acknowledge and deliver to the other parties such other instruments, documents and certificates and will take such other actions as the other parties may reasonably request in order to consummate the transactions contemplated by this Agreement.

This Agreement may not be assigned by any party to this Agreement, by operation of law or otherwise, without the prior written consent of each of the other parties to this Agreement.

This Agreement will enure to the benefit of and be binding upon the parties to this Agreement and their respective heirs, executors, successors and permitted assigns.

Failure by any party to this Agreement to insist in any one or more instances upon the strict performance of any one of the covenants or rights contained in this Agreement will not be construed as a waiver or relinquishment of such covenant or right. No waiver by either party to this Agreement of any such covenant or right will be deemed to have been made unless expressed in writing and signed by the waiving party.

No term or provision of this Agreement may be amended, discharged or terminated except by an instrument in writing signed by the party against which the enforcement of the amendment, discharge or termination is sought.

This Agreement may be executed in several counterparts and delivered by email or other electronic means, each of which when so executed will be deemed to be an original and such counterparts and electronic copies together will constitute one and the same instrument and despite their date of execution they will be deemed to be dated as of the date of this Agreement. This Agreement will be deemed to have been entered into and to have become effective at the location at which the Guarantors will have signed an original, counterpart or electronic version thereof, without regard to the place at which the Company will have signed this Agreement.

Time is of the essence of this Agreement.

This Agreement and any other agreements and other documents referred to in this Agreement and delivered in connection with this Agreement, constitutes the entire agreement between the parties to this Agreement pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the parties with respect to the subject matter of this Agreement.

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