2021-09-08_PERMIT FILE - M2021007

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to as the"Fees". Any Fees in the Term Sheet shown as"estimated"are merely estimates of the Fees, and Customer shall pay Processor the actual amount of the Fees when they become known. 5. Fees for the Services. Customer agrees to pay Processor: (a) the Sample Processor Fee set forth in the Term Sheet for the sample milling and separation of the Concentrate from the Byproduct, as set forth in the Term Sheet; (b) if XRF analysis services are provided,the XRF Sample Analysis Fee and XRF Exploration &Analysis Fee set forth in the Term Sheet; (c) the fees and charges of the laboratory for the assay and analysis of the chemical characterization of the sample Concentrate and Byproduct, including but not limited to the analysis for the presence of potentially hazardous constituents and qualities and ABA analysis; and (d) all other costs and expenses incurred by Processor in providing the services under this Agreement, including the costs of transport and disposal of the sample Concentrate and Byproduct. 6. Disclaimer. PROCESSOR DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Processor's sole duty is to exercise ordinary care in the performance of any service provided to Customer or action authorized by this Agreement or otherwise necessary. Processor neither assumes nor authorizes any agent, employee, or other person to make any representation or warranty or to assume for it any liability in connection with the services and products that are the subject of this Agreement. Any disclaimer of warranties or limitation thereon contained in this Agreement does not apply when prohibited by applicable laws. In the event of Processor's breach of this Agreement, Processor shall only be liable for Customer's actual damages (without interest) and then only to the extent caused by Processor's failure to exercise ordinary care. Processor will be deemed to have exercised ordinary care if its action or failure to act has been in conformity with its duties under this Agreement and Processor's other usual and ordinary procedures. In no event shall Processor be liable for damages in excess of the actual loss sustained by the Customer. Customer agrees that Processor shall not be liable to it under any circumstances for any consequential, indirect, special, punitive, or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, or other losses incurred by Customer or any third party, even if the Processor has been informed of the possibility thereof. 7. Ownership and Risk of Loss. The Feedstock, Concentrate, and Byproduct shall be and remain the property of Customer at all times. Customer retains all risks of loss with respect to the Feedstock, Concentrate, and Byproduct. Customer releases Processor from liability for loss, damage, or destruction thereof to the maximum extent allowed by applicable law. For the avoidance of doubt, nothing in this Agreement or otherwise shall obligate either party to enter into a Toll Milling Agreement with the other party. 8. Indemnity. In the event Processor shall become liable under any environmental laws related to the transport, processing, disposal, possession, or other handling of Customer's Feedstock, Concentrate, or Byproduct, Customer agrees to indemnify and hold Processor harmless from any claim, damage, injury, death, loss, cost, or other liability arising under such environmental laws, other than liabilities resulting from Processor's gross negligence or intentional misconduct. 9. Security Interest. Customer hereby grants Processor a security interest in the Feedstock, Concentrate, and Byproduct to secure payment of all Fees of Customer and all other costs and expenses incurred by Processor which are the Customer's obligation to pay under the terms of this Agreement or under any applicable law or in equity. 2