Asset Purchase Agreement for the CRD Surveys, dated as of January 10, 2020 among SAExploration, Inc. and TGS-NOPEC Geophysical Company ASA

INTERPRETATION

DEFINITIONS

“Affiliate” means any Person which controls or is controlled by a Party, or which controls or is controlled by a Person which controls such Party; and “control” means the power to direct or cause the direction of the management and policies of the other Person, whether directly or indirectly, through one or more intermediaries or otherwise, and whether by virtue of the ownership of shares or other equity interests, the holding of voting rights or contractual rights, or partnership interests or otherwise.

“Agreement” means the agreement comprised by this document, all attached schedules, and all written amendments signed by all Parties.

“Acquired Agreements” means the agreements listed on Exhibit B.

“Acquired Assets” means (i) 100% of all right, title, and interest, whether absolute or contingent, legal or beneficial, currently held or hereafter acquired by Seller or its Affiliates in the Data, (ii) all physical and electronic media comprising, storing or displaying the Data, including all Intellectual Property rights thereto and all processed and reprocessed

“Acquired Liabilities” means the Liabilities under the Acquired Agreements, Permits, authorizations or approvals included in the Acquired Assets solely to the extent such Liabilities (i) first arise after the Closing Time and do not otherwise relate to events, actions, conditions or circumstances first occurring on or before the Closing Time, (ii) relate solely to performance thereunder after the Closing Time, (iii) do not arise from or relate to any breach of the terms thereof by Seller on or before the Closing Time or from any occurrence or circumstance giving rise to a claim against Seller or any Affiliate of Seller under any indemnity thereunder on or before the Closing Time, (iv) do not arise from any violation of Applicable Law by Seller on or before the Closing Time and (v) do not arise from or relate to any breach by Seller of any representation or warranty in Section 3.1 of this Agreement.

“Applicable Law” means all statutes, laws, regulations, rules, orders, judgments, guidelines, policies and directives of a Governmental Authority in effect from time to time having jurisdiction over the Parties or the transactions contemplated herein.

“Bill of Sale, Assignment, and Assumption Agreement” has the meaning ascribed to such term in Section 2.2.

“Business Day” means any day excepting a Saturday, Sunday or any other day on which commercial banks located in Houston, Texas are authorized or required by Applicable Law to be closed for business.

“Closing” means the completion of the purchase and sale of Acquired Assets and related matters contemplated by this Agreement, at the Closing Time, in the manner provided for in this Agreement.

“Closing Date” means the date of this Agreement.

“Closing Time” means 10:00 am, Central Time, on the Closing Date.

“Confidential Information” has the meaning ascribed to such term in Section 4.4.

“Consents” means all consents, approvals and permissions required from, filing with or notices to, any Person which is required in connection with the execution, delivery or performance of this Agreement or any other Transaction Document contemplated herein, the consummation of the transactions contemplated hereby or thereby, including those

“Data” means the seismic data surveys located in the State of Alaska as more particularly described on Exhibit A, together with the geophysical, geological and well log data resulting from such seismic data surveys and well log services related thereto or derived therefrom, including all customary accompanying data that is needed to derive value from the foregoing.

“Excluded Assets” means any assets of any kind other than the Acquired Assets.

“Excluded Liabilities” means any liabilities or obligations of any kind other than the Acquired Liabilities and includes the following: (i) any Liability of Seller for taxes (including any Liability for Transfer Taxes and ad valorem and property taxes, and any Liability for taxes on Excluded Assets); (ii) any debt of Seller or its Affiliates; (iii) any Liability arising out of the Excluded Assets; (iv) any Liability arising out of any Proceeding pending or threatened against or affecting Seller or, to the extent arising out of Seller’s ownership or operation of the Acquired Assets on or prior to the Closing Time, the Acquired Assets; (v), and (v) any other Liability arising, or relating to acts, omission or events occurring, on or prior to the Closing Time under or in connection with or related to the Acquired Assets or the Seller.

“Fundamental Representations” means the representations included in Sections 3.1(a), (b), (c), (d), (f)(i), and (f)(iii) of this Agreement.

“Funds Flow Memorandum” has the meaning ascribed to such term in Section 2.3.

“Governmental Authority” means any government, governmental department, commission, board, bureau, agency, court or other instrumentality, whether foreign or domestic, of any country, nation, republic, federation or similar entity or any state, province, county, borough, parish or municipality, jurisdiction or other political subdivision thereof.

“Intellectual Property” means all of the following in any jurisdiction throughout the world: (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, and all patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, (b) all trademarks, service marks, trade dress, logos, slogans, trade names, corporate names, Internet domain names and rights in telephone numbers, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all applications, registrations, and renewals in connection therewith, (c) all copyrightable works, all

“Knowledge” means, with respect to Seller, those facts that are actually known, or should have been reasonably known, by any of the officers, directors, or managers of Seller, after reasonable inquiry.

“Liability” means any debt, obligation, commitment, duty or liability of any nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for taxes.

“Lien” means any title defect, lien, mortgage, pledge, charge, transfer restriction, right of first refusal, preemptive right, option, claim, security interest, right of others or other encumbrance of any nature whatsoever.

“Losses” has the meaning ascribed to such term in Section 5.2.

“Parties” or “Party” means Purchaser and Seller, collectively referred to as the Parties and any party individually referred to as Party.

“Permits” means any permits, licenses, approval, consents, certificates, concessions or other authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Applicable Laws.

“Permitted Assignees” has the meaning ascribed to such term in Section 7.4.

“Person” means any individual, body corporate, partnership, limited liability company, trust, trustee, executor, administrator, legal representative, any unincorporated organization and any other entity or organization of any kind, including any Governmental Authority.

“Proceeding” shall mean any claim, action, suit, investigation, demand, notice, litigation, proceeding at law or in equity (including any civil, criminal, administrative, investigative or appellate proceeding), arbitration, audit, examination, hearing or other proceeding threatened, commenced, brought, conducted or heard by or before any Governmental Authority or any arbitrator or any other Person.

“Purchase Price” has the meaning ascribed to such term in Section 2.3.

“Purchaser Indemnified Parties” has the meaning ascribed to such term in Section 5.2.

“Seller Indemnified Parties” has the meaning ascribed to such term in Section 5.3.

“Third Party” means any Person other than the Parties to this Agreement or their respective Affiliates.

“Transaction Documents” means this Agreement, the Bill of Sale, Assignment and Assumption Agreement, the Funds Flow Memorandum and any other agreements, instruments or documents delivered pursuant hereto or thereto.

“Transfer Taxes” has the meaning ascribed to such term in Section 4.3.

HEADINGS

DRAFTING

REFERENCES

A reference to “this Agreement” is a reference to the entire agreement and not only one particular article or section, a reference to an “article” is a reference to the contents of only that article of this Agreement, and a reference to “section” is a reference to the contents of only that section. Words such as “herein,” “hereinafter,” “hereof,” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.

A reference to “will” or “shall” means that the Party must perform the matter so described; a reference to “may” means that the Party has the option, but not the obligation, to perform the matter so described.

Where the context requires, a reference to one gender means the other or neuter gender, and a reference to a single number means the plural, and vice-versa.

The word “including” or any variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

BUSINESS DAYS

ASSET SALE AND PAYMENT

PURCHASE AND SALE OF ASSETS

ACQUIRED LIABILITIES; EXCLUDED LIABILITIES

PURCHASE PRICE

REPRESENTATIONS AND WARRANTIES

REPRESENTATIONS OF SELLER. Seller hereby represents and warrants to Purchaser as follows:

Standing. Seller is a corporation duly incorporated and validly subsisting and in good standing under the laws of its jurisdiction of incorporation.

Authority. Seller has taken all necessary actions and has all requisite capacity, power and authority to enter into this Agreement and the other Transaction Documents required to be delivered by it pursuant hereto, and to perform its obligations hereunder and thereunder.

Execution and Enforceability of Documents. This Agreement has been and any other Transaction Document to which Seller is a party, will be, duly executed and delivered by it and constitute legal, valid, binding and enforceable obligations of Seller subject to the qualification that such enforceability may be subject to: (i) bankruptcy, insolvency, fraudulent preference, reorganization or other Applicable Laws affecting creditor’s rights generally; and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at equity or law).

No Conflicts. Except as set forth on Schedule 3.1(d), the execution, delivery and performance of this Agreement and the other Transaction Documents to which Seller is a party, and the consummation by Seller of the transactions contemplated hereby and thereby, do not and will not (i) violate, be in breach of, conflict with, or result in a breach or acceleration of or default under (with or without due notice or lapse of time or both), (x) the charter, bylaws or other governing documents of Seller, (y) any provision of any Permit or material agreement or instrument to which Seller is party or by which Seller or its interests in the Acquired Assets are bound, or (z) any Applicable Law, or (ii) result in, or require, the creation or imposition of, any Lien upon or with respect to the Acquired Assets.

Consents. Seller has received all necessary Consents from any and all Third Parties required to sell the Acquired Assets to Purchaser, except for any Consents listed on Schedule 3.1(e), which shall be governed by Section 4.2.

Acquired Assets. With respect to the Acquired Assets:

Seller is the sole and exclusive owner of, and have good, valid and merchantable title to all of the Acquired Assets, free and clear of all Liens, and are exclusively entitled to possess and dispose of the same;

the Data includes all of the deliverables set forth on Exhibit A;

with the exception of the rights and obligations expressly set forth in the Acquired Agreements, Seller has not sold the Acquired Assets and there are no outstanding options or rights to acquire or use, access or view in any manner all or any part of the Acquired Assets, and furthermore, for clarity, with the exception of the rights and obligations expressly set forth in the Acquired Agreements, no Third Party has any option or right (whether at law, pre-emptive, contractual, equitable or otherwise) capable of becoming an agreement to purchase from Seller, or to use, access, view, license or sublicense in any manner, all or any part of the Acquired Assets (including any option to use, view or access the Data or an option to acquire a license to the Data at a specified price, specifically in connection with any Permits);

with respect to the Acquired Agreements:

Seller has made available true, correct and complete copies of the Acquired Agreements to which it is a party (including each amendment, supplement or modification thereto) to Purchaser;

the Acquired Agreements to which Seller is a party are binding and enforceable on Seller and to Seller’s Knowledge, binding and enforceable on the other parties to the Acquired Agreements in accordance with their terms, subject, in each case, to the qualification that such enforceability may be subject to: (i) bankruptcy, insolvency, fraudulent preference, reorganization or other Applicable Laws affecting creditor’s rights generally; and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at equity or law);

except as set forth on Schedule 3.1(e), the Acquired Agreements to which Seller is a party and/or Seller’s rights thereunder may be freely transferred to the Purchaser in accordance with this Agreement without triggering any right for the counterparties to terminate or amend any of the Acquired Agreements; and

neither Seller, nor, to Seller’s Knowledge, any of the applicable counterparties to any of the Acquired Agreements to which Seller is a Party have at any time materially breached its obligations under any Acquired Agreement nor, to Seller’s Knowledge, has any event or circumstance occurred which with the passage of time and/or the giving of notice would become a material breach of any of Seller’s or any of the applicable counterparties’ obligations under any Acquired Agreement. Seller has not given or received written notice of termination of any Acquired Agreement to which Seller is a Party existing on the Closing Date;

with respect to the Permits included in the Acquired Assets, such Permits constitute all of the Permits used or necessary for the lawful ownership and operation of the Acquired Assets. Seller has made available to Purchaser true and complete copies of all such Permits issued to it. Seller is the authorized legal holder of such Permits and each such Permit is valid, binding and in full force and effect as to the Seller. Seller is not, and Seller has not received any written notice that it is, in default (or with the giving of notice or lapse of time or both, would be in default) under any such Permits and Seller has not received any written notice that any such Permit will be revoked or issued, renewed, or modified on terms or conditions that are substantially different than those currently in effect; and

the surveys included in the Data were conducted and contain all such data as otherwise may be expected from similar surveys carried out by competent and diligent seismic contractors; all such data is organized, stored, and maintained in electronic format and/or on tape storage in accordance with industry practice; and all Data included in the Acquired Assets has been processed and produced in the practices and standards expected of a competent seismic contractor in a professional, careful, and competent manner; and there are no agreements or licenses relating to any part of the Acquired Assets or the Acquired Liabilities other than have been disclosed to Purchaser.

Certain Developments. The Acquired Assets have been owned and operated in all material respects in the ordinary course of business and there has not been or occurred any event, condition, circumstance or change which has had or which is reasonably likely to have a material adverse effect on the Acquired Assets.

Compliance with Laws; No Legal Proceedings. Except as set forth on Schedule 3.1(h), Seller is, and at all times has been, in compliance with, and is operating its business and maintaining its Acquired Assets in compliance with, all Applicable Laws in all material respects. There is no Proceeding pending or, to the Knowledge of Seller, threatened against or affecting the Acquired Assets, and the Acquired Assets are not currently subject to any judgment, order or decree.

Intellectual Property. There are no adverse claims affecting or with respect to the Intellectual Property related to the Acquired Assets and such Intellectual Property is validly and beneficially owned or licensed by Seller, free and clear of all Liens. Seller has not received written notice of any claim that may be asserted against Seller for infringement or breach of any Intellectual Property of a Third Party, and, to the Knowledge of Seller, there are no claims that may be asserted against Seller for infringement or breach of any Intellectual Property of a Third Party. To the Knowledge of Seller, no Person is infringing on the Intellectual Property of the Acquired Assets. Each item of Intellectual Property related to the Acquired Assets owned or used by Seller immediately prior to the Closing hereunder will be owned or available for use, assignment, transfer, or license by Purchaser immediately subsequent to the Closing hereunder without restrictions or limitations thereon.

Brokers. Seller has not incurred any Liability for brokers’ or finders’ fees in respect of this Agreement, the other Transaction Documents or the transactions contemplated herein or therein for which Purchaser has or would have any obligation or liability.

Taxes. All taxes relating to or otherwise affecting the Acquired Assets (whether or not shown on any Tax Returns) that have become due have been paid in full. There are no Liens for taxes on any of the Acquired Assets (other than statutory Liens for current taxes not yet due or delinquent or the validity or amount of which is being contested in good faith by appropriate Proceedings).

Insolvency. Seller (i) is not insolvent, (ii) is not in receivership or dissolution, (iii) has not made any assignment for the benefit of creditors, (iv) has not admitted in writing its inability to pay its debts as they mature, (v) has not been adjudicated bankrupt or (vi) has not filed a petition in voluntary bankruptcy, a petition or answer seeking reorganization, or an arrangement with creditors under the federal bankruptcy law or any other similar law or statute of the United States or any state, nor has any such petition been filed against Seller.

REPRESENTATIONS OF PURCHASER. Purchaser hereby represents and warrants to Seller as follows:

Standing. Purchaser is a corporation duly incorporated and validly subsisting and in good standing under the laws of its jurisdiction of incorporation.

Authority. Purchaser has taken all necessary actions and has all requisite capacity, power and authority to enter into this Agreement and the other Transaction Documents required to be delivered by it pursuant hereto, and to perform its obligations hereunder and thereunder.

Execution and Enforceability of Documents. This Agreement has been and any other Transaction Document to which Purchaser is a party, will be, duly executed and delivered by it and constitute legal, valid, binding and enforceable obligations of Purchaser subject to the qualification that such enforceability may be subject to: (i) bankruptcy, insolvency, fraudulent preference, reorganization or other Applicable Laws affecting creditor’s rights generally; and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at equity or law).

No Conflicts. The execution, delivery and performance of this Agreement and the other Transaction Documents to which Purchaser is a party, and the consummation by Purchaser of the transactions contemplated hereby and thereby, do not and will not violate, be in breach of, conflict with, or result in a breach or acceleration of or default under (with or without due notice or lapse of time or both) (i) the charter, bylaws or other governing documents of Purchaser, (ii) any provision of any material agreement or instrument to which Purchaser is party, or (iii) any Applicable Law.

Brokers. Purchaser has not incurred any Liability, contingent or otherwise, for brokers’ or finders’ fees in respect of this Agreement or the transactions contemplated herein for which Seller has any obligation or liability.

COVENANTS

RIGHTS OF PURCHASER

NOTICES AND CONSENTS; NONASSIGNABLE ACQUIRED ASSETS

Seller will give any notices to Third Parties required to transfer the Acquired Assets and will use commercially reasonable efforts obtain any Consents required to consummate the transactions contemplated by this Agreement. Seller agrees to execute all necessary documentation to effect and make binding the sale of the Acquired Assets to Purchaser.

If any Acquired Agreements or Permits included in the Acquired Assets are not by their respective terms assignable, or to the extent the Parties elect or are required to consummate the transactions contemplated hereby prior to obtaining a Consent required in connection with the assignment, transfer or re-issuance thereof, this Agreement shall not constitute an assignment or attempted assignment thereof. With respect to any such Acquired Agreement or Permit, the Seller and Purchaser shall use their commercially reasonable efforts and cooperate with each other to obtain, or cause to be obtained, within ninety (90) days of the Closing Date, any written Consent necessary to convey to Purchaser the benefit thereof; provided, however, that neither Seller nor Purchaser shall be required to pay any out-of-pocket expenses therefor. To the extent that any such Consents cannot be obtained, (i) Purchaser and Seller shall cooperate in any commercially reasonable arrangement (such as subleasing, sublicensing or subcontracting) designed to provide Purchaser with the economic benefits of such nonassignable Acquired Agreements or Permits (including that Seller shall pay over to Purchaser within five (5) days of receipt thereof any monies received by Seller under or in connection with such nonassignable Acquired Agreements or Permits), (ii) Seller shall enforce at the request of and for the benefit of Purchaser any and all rights of Seller arising under such nonassignable Acquired Agreements or Permits (including a right of termination), and (iii) Purchaser shall, as agent or subcontractor for Seller pay, perform and discharge fully the liabilities and obligations of Seller thereunder from and after the Closing Time. If the approval of the other party to such Acquired Agreement or Permit is obtained after the Closing Date, such approval will, as between Seller and Purchaser, constitute a confirmation (automatically and without further action of the parties) that such Acquired Agreement or Permit is assigned to Purchaser as of the Closing Time, and (automatically and without further action of the parties) that the liabilities with respect to such Acquired Agreement or Permit are, subject to the terms of this Agreement, assumed as of the Closing Time.

To the extent the Parties elect to consummate the transactions contemplated hereby prior to receiving filed copies of any UCC-3 amendment effectuating the release of any Lien encumbering any of the Acquired Assets, in each case, in form and substance reasonably satisfactory to Purchaser, following the Closing, Seller shall, at Purchaser’s request and at Seller’s sole cost and expense, timely file or record any such UCC-3 amendment.

TRANSFER TAXES

CONFIDENTIALITY

not to disclose to any unauthorized Persons or use for its own account or for the benefit of any Third Party any and all information, whether or not such information is embodied in writing or other physical form, concerning the Acquired Assets, this Agreement, the Transaction Documents or any exhibits hereto or thereto or documents delivered hereunder or thereunder (collectively, the “Confidential Information”) without Purchaser’s prior written consent, unless and to the extent that such information (i) is or becomes generally known to and available for use by the public other than as a result of Seller’s fault or the fault of any other Person bound by a duty of confidentiality to Seller, (ii) is lawfully acquired by Seller or any of its Affiliates from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation or (iii) is disclosed to its directors, officers, employees, affiliates, partners, shareholders, lenders, agents, consultants, advisers, legal counsel and experts for the purpose of consummating the transaction contemplated by this Agreement (so long as such Persons are bound by a duty of confidentiality with respect to such information and Seller shall be responsible for any disclosure of Confidential Information by any such Persons in violation of the terms hereof); provided, however, that this Section 4.4(a) shall not prohibit a Party from disclosing the transactions contemplated by this Agreement as may be required by Applicable Law or the rules or regulations of any applicable United States securities exchange or other Governmental Authority to which the relevant Party is subject or submits, in which instance the Parties shall reasonably cooperate as to the contents of any such disclosure. If Seller or any of its Affiliates are compelled to disclose any Confidential Information by judicial or administrative process or by other requirements of law, to the extent legally permissible, Seller shall promptly notify Purchaser in writing and shall disclose only that portion of such Confidential Information which Seller is, based on the advice of external legal counsel, legally required to be disclosed; and

to deliver to Purchaser, at or promptly after the Closing, all documents, data, memoranda, notes, plans, records, reports and other documentation, models, components, devices or computer software, whether embodied in a disk or in other form (and all copies of all of the foregoing), that contain Confidential Information and any other Confidential Information that Seller or its Affiliates may then possess or have under its control.

TRANSITION OF ACQUIRED ASSETS

DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

SURVIVAL AND INDEMNIFICATION

SURVIVAL

SELLER INDEMNITY

the breach of any representations and warranties of Seller set forth in this Agreement or in any other Transaction Document ;

the breach of any of the covenants of Seller set forth in this Agreement or in any other Transaction Document ;

any Liens on the Acquired Assets (other than Liens created by or through Purchaser); or

any Excluded Liabilities.

PURCHASER INDEMNITY

the breach of any representations and warranties of Purchaser set forth in this Agreement or in any other Transaction Document;

the breach of any of the covenants of Purchaser set forth in this Agreement or in any other Transaction Document; or

the Acquired Liabilities.

LIMITATIONS ON PURCHASER INDEMNIFIED PARTIES AND ADDITIONAL AGREEMENTS

The aggregate amount of all Losses for which Seller shall be liable hereunder shall not exceed the amount of proceeds actually received by Seller pursuant to Section 2.3.

In no event shall any Party be liable to any other person or entity under this Agreement for any (x) punitive damages, (y) exemplary damages or (z) damages that are not the probable and reasonably foreseeable result of the underlying breach, misrepresentation, inaccuracy, or default, whether based in contract, tort, strict liability or other law, except for any such damages described in the foregoing clauses (x), (y) or (z) to the extent actually paid or payable to a Third Party pursuant to any claim made by such Third Party.

In calculating any Losses, there shall be deducted any portion of such Losses that could reasonably have been avoided under and in accordance with the common law contract principles of the State of Texas regarding mitigation of damages. Notwithstanding anything herein to the contrary, no Party be entitled to be compensated more than once for the same claim under this Article 5.

Nothing in this Section 5.4 shall limit in any way the Seller’s liability for the Excluded Liabilities, and, as between Purchaser and Seller, Seller shall be exclusively liable for the Excluded Liabilities unless Purchaser agrees otherwise in a signed writing executed by all Parties.

ADJUSTMENT IN PURCHASE PRICE; PAYMENT OF INDEMNIFIABLE LOSSES

EXCLUSIVE REMEDY

EXPRESS NEGLIGENCE; LIMITATIONS ON DEFENSE TO CERTAIN CLAIMS

CLOSING PROCEDURES

CLOSING

SELLER’S DELIVERIES

all portions of the Acquired Assets as set forth in Section 4.5 (and except as delivery is allowed post-Closing pursuant to Section 4.5);

duly executed written copies of the Consents set forth on Schedule 6.2, in form and substance reasonably satisfactory to Purchaser;

the Bill of Sale, Assignment and Assumption Agreement in the form attached hereto as Exhibit C, as duly executed and delivered by Seller;

copies of any payoff letters (or other similar documentation) for any items of debt for which a Lien encumbers any of the Acquired Assets and evidence reasonably satisfactory to Purchaser of all terminations or releases of any such Liens on the Acquired Assets;

the Funds Flow Memorandum, as duly executed and delivered by Seller;

Seller’s and ALASKAN Seismic Venture LLC’s executed signature page(s) to the Aklaq-Kuukpik Purchase Agreement; and

such other documents or acknowledgements as in the opinion of Purchaser may be reasonably necessary for the Closing.

PURCHASER DELIVERIES

the Purchase Price, in accordance with Section 2.3;

the Bill of Sale, Assignment and Assumption Agreement in the form attached hereto as Exhibit C, as duly executed and delivered by Purchaser;

the Funds Flow Memorandum, as duly executed and delivered by Purchaser;

Purchaser’s executed signature page(s) to the Aklaq-Kuukpik Purchase Agreement; and

such other documents or acknowledgements as in the opinion of Seller may be reasonably necessary for the Closing.

COOPERATION AFTER CLOSING

GENERAL

ENTIRE AGREEMENT; AMENDMENTS; NO WAIVERS

NOTICES

ANNOUNCEMENTS

BINDING EFFECT; ASSIGNMENT

EXPENSES

ELECTRONIC SIGNATURES

GOVERNING LAW; VENUE

SEVERABLE PROVISIONS

COUNTERPARTS

/s/ Michael J. Faust

/s/ Dean Zuzic