Exhibit 99.3

EXECUTION VERSION

LIMITED LIABILITY COMPANY AGREEMENT

OF POWDER RIVER BASIN LLC

Dated effective as of March 11, 2025

THE SALE OF INTERESTS IN THE COMPANY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS FROM REGISTRATION. INTERESTS MAY NOT BE OFFERED OR SOLD ABSENT AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS, UNLESS EXEMPTIONS FROM SUCH REGISTRATION AND QUALIFICATION REQUIREMENTS ARE AVAILABLE. THE COMPANY HAS THE RIGHT TO REQUIRE ANY POTENTIAL TRANSFEROR OF AN INTEREST TO DELIVER AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY BEFORE ANY TRANSFER TO THE EFFECT THAT EXEMPTIONS FROM APPLICABLE REGISTRATION AND QUALIFICATION REQUIREMENTS ARE AVAILABLE FOR THE TRANSFER. IN ADDITION, THIS AGREEMENT CONTAINS ADDITIONAL SUBSTANTIAL RESTRICTIONS ON THE TRANSFER OF INTERESTS.

TABLE OF CONTENTS

APPENDIX AND EXHIBITS

LIMITED LIABILITY COMPANY AGREEMENT

OF

POWDER RIVER BASIN LLC

This LIMITED LIABILITY COMPANY AGREEMENT OF POWDER RIVER BASIN LLC (this “Agreement”) is effective as of March 11, 2025 (the “Effective Date”), between Usuran Resources, Inc., a Colorado corporation (“Usuran”), and Snow Lake Exploration (US) Ltd., a Delaware corporation (“SLE”), as the Members.

Recital

A.            Usuran and SLE have caused the formation of the Company to own certain Properties in Converse County, Wyoming as described in Exhibit A and to conduct the Operations contemplated by this Agreement.

In consideration of the covenants and agreements in this Agreement, the parties to or bound by this Agreement agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

1.1          Definitions. In addition to the capitalized terms defined in other provisions of this Agreement, as used in this Agreement, capitalized terms have the meanings given in Appendix A.

1.2          Interpretation. In interpreting this Agreement, except as otherwise indicated in this Agreement or as the context may otherwise require, (a) the words “include,” “includes,” and “including” are deemed to be followed by “without limitation” whether or not they are in fact followed by those words or words of similar import, (b) the words “hereof,” “herein,” “hereunder,” and comparable terms refer to the entirety of this Agreement, including the Appendix or Exhibits, and not to any particular Article, Section, or other subdivision of this Agreement or Appendix or Exhibit to this Agreement, (c) any pronoun shall include the corresponding masculine, feminine, and neuter forms, (d) the singular includes the plural and vice versa, (e) references to any agreement (including this Agreement) or other document are to the agreement or document as amended, modified, supplemented, and restated now or from time to time in the future, (f) references to any Law are to it as amended, modified, supplemented, and restated now or from time to time in the future, and to any corresponding provisions of successor Laws, (g) except as otherwise expressly provided in this Agreement, references to an “Article,” “Section,” “preamble,” “recital,” or another subdivision, or to the “Appendix” or an “Exhibit,” are to an Article, Section, preamble, recital or subdivision of this Agreement, or to the “Appendix” or an “Exhibit” to this Agreement, (h) references to any Person include the Person’s respective successors and permitted assigns, (i) references to “dollars” or “$” shall mean the lawful currency of the United States of America, (j) references to a “day” or number of “days” (without the explicit qualification of “Business”) refer to a calendar day or number of calendar days, (k) if interest is to be computed under this Agreement, it shall be computed on the basis of a three hundred and sixty (360)-day year of twelve (12) thirty (30)-day months, (l) if any action or notice is to be taken or given on or by a particular calendar day, and the calendar day is not a Business Day, then the action or notice may be taken or given on the next succeeding Business Day, and (m) any financial or accounting terms that are not otherwise defined herein shall have the meanings given under GAAP.

1.3          Coordination With Exhibits. Notwithstanding clause (g) of Section 1.2, except as otherwise expressly provided in an Exhibit, references in the Exhibit to an “Article,” or “Section” or another subdivision, are to an “Article,” “Section” or subdivision of the Exhibit. Except as otherwise provided in an Exhibit, capitalized terms used in the Exhibit that are not defined in the Exhibit shall have the meanings given to them in this Agreement. If any provision of an Exhibit, other than Exhibit C, conflicts with any provision in the body of this Agreement, the provision in the body of this Agreement shall control. If any provision of Exhibit C conflicts with any provision in the body of this Agreement, the provision in Exhibit C shall control.

ARTICLE II

THE LIMITED LIABILITY COMPANY

2.1          General. The Company has been duly organized under the Act by the filing of its certificate of formation in the Office of the Delaware Secretary of State by an authorized person. The Manager shall take all actions necessary to qualify the Company as a foreign LLC with the Wyoming Secretary of State in accordance with the Wyoming Limited Liability Company Act. The Members agree that their rights relating to the Company, the Assets and Operations shall be subject to and governed by this Agreement. To the fullest extent permitted by the Act, this Agreement shall control as to any conflict between this Agreement and the Act or as to any matter provided for in this Agreement that also is provided for in the Act.

2.2           Name. The name of the Company shall be “Powder River Basin LLC.” The Manager shall accomplish any filings or registration required by jurisdictions in which the Company conducts its Business.

2.3          Purposes. The Company is formed for the following purposes:

(a)           to conduct Exploration within the Properties and the Area of Interest;

(b)           to acquire additional real property and other interests within the Area of Interest;

(c)           to evaluate the possible Development and Mining of the Properties and other Assets acquired within the Area of Interest with the goal of achieving first production of Products from the Properties during the First Production Target Period;

(d)           to engage in Development and Mining on the Properties and other Assets acquired within the Area of Interest;

(e)           to achieve first production of Products from the Properties during the First Production Target Period;

(f)            to engage in the marketing, sale and distribution of Products, to the extent provided in Section 7.3; and

(g)           to perform any other activities necessary, appropriate or incidental to any of the foregoing or to satisfy or comply with Environmental Compliance obligations, Continuing Obligations and Laws.

2.4          Limitation. Unless the Members otherwise agree in writing, the Business of the Company shall be limited to the purposes described in Section 2.3, and nothing in this Agreement shall be construed to enlarge those purposes.

2.5          The Members. The Manager shall maintain a register containing the name, business address, Interest and Representatives of each Member, updated to reflect the admission of additional or substituted Members, changes of address, changes in Interests and other changes in accordance with this Agreement, and shall provide the updated register to any Member promptly after the written request of the Member.

2.6          Issuance of Additional Interests. Additional Interests may be issued for such Capital Contributions and with such rights, privileges and preferences as shall be unanimously approved by the Management Committee. If the issuance of additional Interests has been properly approved under this Section 2.6, the Persons to whom such additional Interests have been issued shall automatically be admitted to the Company as Members.

2.7          Term. The Company has perpetual existence; provided, that the Company shall be dissolved upon the occurrence of an event described in Section 9.3.

2.8          Registered Agent; Offices. The initial registered office and registered agent of the Company are in the Company’s certificate of formation. The Manager may from time to time designate a successor registered office and registered agent and may amend the certificate of formation of the Company to reflect the change without the approval of the Members or the Management Committee. The location of the principal place of business of the Company shall be the Manager’s principal place of business or other location selected by the Manager.

2.9          Corporate Transparency Act Information. Upon request by the Manager after its reasonable determination that the Company is a “reporting company” under the Corporate Transparency Act, as amended, and the rules and regulations promulgated thereunder (the “CTA”) and that no exemption to reporting thereunder is available to the Company, each Member shall promptly furnish to the Manager any information regarding such Member (and such Member’s beneficial owners) that the Manager deems necessary or advisable for the Company to comply with the CTA. Such information includes, without limitation, personal information regarding all individuals who are deemed to be beneficial owners of the Company under the CTA because they directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, either exercise substantial control over the Company or own or control at least twenty-five percent (25%) of the Interests of the Company, as determined in accordance with the CTA. Such individuals must provide their full legal name, date of birth, current residential street address, and unique identifying number from and a copy of a U.S. driver’s license or a U.S. or foreign passport that includes a photograph of the individual or, at the election of any such individual, such individual’s FinCEN Identifier (as defined under the CTA). Such information may also include any information documents that are necessary for the Company to determine whether such indirect owners or controllers have substantial control over the Company. Each Member must also promptly notify the Company of any change or inaccuracy in any of the information most recently provided to the Company by the Member pursuant to these provisions, including any change that could reasonably be expected to affect who may be considered a beneficial owner of the Company for purposes of the CTA. Each Member hereby agrees to indemnify and hold harmless the Company from and against any losses, claims, damages, judgments, penalties, fines, costs or liabilities (collectively, “Claims”) of any kind arising from or relating to (x) any failure of such Member to comply with the obligations of this Section or (y) any false or incomplete information or documents provided by such Member to the manager or the Company pursuant to this Section. The foregoing indemnity provisions shall survive the termination, dissolution, liquidation and winding up of the Company or the transfer of the Member’s Interest in the Company. For the avoidance of doubt, a Member shall not be responsible to indemnify the Company pursuant to this Section 2.9 for Claims arising from acts or omissions of the other Member. Each Member acknowledges and consents to the disclosure by the Company to the Financial Crimes Enforcement Network of the U.S. Department of the Treasury of the information provided by such Member to the Manager pursuant to this Section 2.9 notwithstanding any confidentiality provisions in this Agreement to the contrary.

ARTICLE III

INTERESTS; CAPITAL CONTRIBUTIONS

3.1           Interests.

(a)           Initial Interests. The initial Interest of Usuran is fifty percent (50%). The initial Interest of SLE is fifty percent (50%).

(b)           Adjustments to Interests. The Interests of the Members shall be adjusted (i) upon the resignation or deemed resignation of a Member under Section 9.1 or upon the redemption of a Member’s Interest, to reflect the cancellation of the Member’s Interest, (ii) upon an election by a Non-Contributing Member to contribute less to an adopted Program and Budget than the percentage reflected by the Non-Contributing Member’s Interest, or an election by a Contributing Member to make an Excess Contribution of an Underfunded Amount, in each case as provided in Section 6.6, (iii) upon the recalculation or restoration of Interests after the completion of a Program and Budget under Section 6.7, (iv) upon the default by a Member in making its required Capital Contributions to an adopted Program and Budget, followed by a proper election by the Non-Defaulting Member under Section 3.6(c), and (v) upon the issuance of additional Interests in the Company under Section 2.6.

3.2          Initial Contributions.

(a)           Usuran Initial Contribution. As its Initial Contribution, Usuran has contributed to the Company as of the Effective Date all of its right, title and interest in and to the Properties, and has agreed to contribute cash in the amount of $3,750,000 (as part of the first Agreed Contribution described in Section 3.3 below). The Members agree that the fair market value of Usuran’s Initial Contribution as of the Closing Date under the Purchase Agreement will equal $8,750,000.

(b)           SLE Initial Contribution. As its Initial Contribution, SLE has contributed to the Company as of the Effective Date all of its right, title and interest in and to the Properties, and has agreed to contribute cash in the amount of $3,750,000 (as part of the first Agreed Contribution described in Section 3.3 below). The Members agree that the fair market value of SLE’s Initial Contribution as of the Closing Date under the Purchase Agreement will equal $8,750,000.

3.3          Joint Funding. The Members shall, subject to an election under Section 6.6, be obligated to make additional Capital Contributions to adopted Programs and Budgets in accordance with Section 3.5 pro rata in proportion to their respective Interests (“Joint Funding”). In connection with the Company’s payment and performance obligations under the Purchase Agreement, each of the Members expressly acknowledges its obligation to contribute the following (each, an “Agreed Contribution”), subject to the provisions of Section 3.4: (i) cash in the amount of $5,250,000 prior to the first anniversary of the Closing Date of the Purchase Agreement (of which $3,750,000 shall be contributed at least three Business Days before the Closing Date of the Purchase Agreement), (ii) cash in the amount of $5,250,000 prior to the second anniversary of the closing date of the Purchase Agreement, and (iii) cash in the amount of $2,000,000 prior to the third anniversary of the closing date of the Purchase Agreement, and the Manager shall timely submit cash calls to the Members in connection with such Agreed Contribution obligations, and such Agreed Contributions shall be paid to the Company not later than ten (10) Business Days after receipt of such cash calls. The amount of the Agreed Contributions shall be proportionately reduced if the Company’s E & D Expenditure Obligation under the Purchase Agreement (as defined therein) is reduced as a result of early payment of the Final Installment payment thereunder.

3.4          Failure to Make Agreed Contributions.

(a)           If a Member fails to timely make an Agreed Contribution within the periods described in Section 3.3, then the Manager or any Member may deliver a written notice of such failure to the defaulting Member. If the defaulting Member subsequently fails to make the applicable Agreed Contribution within five (5) Business Days after receipt of such notice (an “Agreed Contribution Default”), the Interest of the defaulting Member shall be adjusted in accordance with this Section 3.4. No other mechanism set forth in this Agreement for adjusting the Members’ Interests will apply to an Agreed Contribution Default. Upon the occurrence of an Agreed Contribution Default, the Interest of the defaulting Member will be automatically reduced by the following amounts:

(i)            if the Agreed Contribution Default relates to the first Agreed Contribution, then the defaulting Member’s Interest will be reduced by 16.7 percentage points (such that the defaulting Member’s initial fifty percent (50%) Interest would be reduced to 33.3%);

(ii)           if the Agreed Contribution Default relates to the second Agreed Contribution, then the defaulting Member’s then-current Interest will be reduced by 16.7 percentage points (such that, by way of example, if the defaulting Member’s then-current Interest is 33.3%, its Interest would be reduced to 16.6%); and

(iii)          if the Agreed Contribution Default relates to the third Agreed Contribution, then the defaulting Member’s then-current Interest will be reduced by 16.6 percentage points (such that, by way of example, if the defaulting Member’s then-current Interest is 16.6%, its Interest would be reduced to 0.0%).

(b)           Upon recalculation of a defaulting Member’s Interest pursuant to this Section 3.4, the Interest of the non-defaulting Member shall be increased by an amount equal to the reduction in the defaulting Member’s Interest.

3.5          Cash Calls. On the basis of the adopted Program and Budget then in effect, the Manager shall submit to each Member at least thirty (30) days before the end of each calendar quarter a billing for estimated cash requirements for the next calendar quarter. Not later than ten (10)   days after the beginning of the calendar quarter for which the billing was submitted, each Member shall pay to the Company as an additional Capital Contribution under Section 3.3 its proportionate share of the estimated amount based on its Interest. Time is of the essence in the payment of such billings. Subject to receipt of such Capital Contributions or other funds under this Agreement, the Manager shall maintain a minimum cash reserve of $500,000. This minimum cash reserve amount can be modified if unanimously agreed by the Management Committee at any time. All funds in excess of the immediate cash requirements of the Company shall be invested in one (1) or more interest-bearing accounts reasonably selected by the Manager.

3.6          Remedies for Failure to Meet Cash Calls.

(a)           If a Member (the “Delinquent Member”) has not contributed all or any portion of any additional Capital Contribution that such Member is or was required to contribute under Sections 3.3 and 3.5 (but excluding Agreed Contribution Defaults, which are addressed separately by Section 3.4) (the “Default Amount”), then the other Member (the “Non-Defaulting Member”) may elect to exercise its rights under either Section 3.6(b) or 3.6(c) by written notice to the Delinquent Member within fifteen (15) Business Days after the occurrence of the default. In the case of an election under Section 3.6(b) or 3.6(c), the Non-Defaulting Member shall pay the entire Default Amount to the Company on behalf of the Delinquent Member within such fifteen (15) Business Day period.

(b)           If the Non-Defaulting Member makes an election under this Section 3.6(b), the payment by the Non-Defaulting Member of the Default Amount shall be treated as a loan (a “Default Loan”) from the Non-Defaulting Member to the Delinquent Member, and a Capital Contribution of that amount to the Company by the Delinquent Member, with the following results:

(i)            the amount of the Default Loan shall bear interest at the Default Rate from the date that the Non-Defaulting Member makes the Default Loan until the date that the Default Loan, together with all accrued and unpaid interest, is repaid by the Delinquent Member to the Non-Defaulting Member or from distributions as provided in Section 3.6(b)(ii) (with all payments or distributions being applied first to accrued and unpaid interest and then to principal);

(ii)           all distributions (or sales of Products by the Company under Section 7.3 and distributions of the proceeds of such sales under Section 7.1(b)) that otherwise would be made to the Delinquent Member after the date of the default (whether before or after the dissolution of the Company) instead shall be made to the Non-Defaulting Member until the Default Loan and all accrued and unpaid interest have been paid in full to the Non-Defaulting Member;

(iii)          the principal balance of the Default Loan and all accrued and unpaid interest shall be due and payable in whole within thirty (30) calendar days after written demand to the Delinquent Member by the Non-Defaulting Member;

(iv)          after any default in the payment of the principal of or interest on the Default Loan, the Non-Defaulting Member may (A) again make an election by notice to the Delinquent Member to convert the unpaid balance of the Default Loan and all accrued and unpaid interest to a Capital Contribution by the Non-Defaulting Member, in which case the provisions of Section 3.6(c) shall apply, with the unpaid balance and all interest accrued thereon treated as the Default Amount for purposes of the calculations under Section 3.6(c), or (B) exercise any other rights and remedies granted to the Non-Defaulting Member or the Company under this Agreement or available at law or in equity as the Non-Defaulting Member may deem appropriate in its sole discretion to obtain payment by the Delinquent Member of the Default Loan, all at the cost and expense of the Delinquent Member; and

(v)          during the period that any such Default Loan is in default, all rights of the Delinquent Member or any Representative designated by the Delinquent Member to vote, veto or consent to any matter under this Agreement shall be suspended, and the Interest of the Delinquent Member and its Representatives shall be deemed not outstanding for purposes of determining whether a quorum exists at any meeting of the Management Committee or whether any specified percentage of votes required to adopt, consent to or approve any matter has been obtained; provided, however, that the Non-Defaulting Member may not during such period make any Major Decisions.

(c)           If the Non-Defaulting Member makes an election under this Section 3.6(c) or under clause (A) of Section 3.6(b)(iv), the payment by the Non-Defaulting Member of the Default Amount shall be treated as a Capital Contribution by the Non-Defaulting Member to the Company on behalf of the Delinquent Member. In such case the Interest of the Delinquent Member shall be reduced by an amount (expressed as a percentage) equal to: (i) the Default Dilution Multiple; multiplied by the Default Amount; divided by (ii) the aggregate Contributed Capital of all Members (determined after taking into account the contribution of the Default Amount). The Interest of the Non-Defaulting Member shall be increased by the reduction in the Interest of the Delinquent Member. The foregoing adjustments shall be effective as of the date of the default (or in the case of remedies under clause (A) of Section 3.6(b)(iv), the date of the default by the Delinquent Member in repaying the Default Loan).

(d)           If the Non-Defaulting Member makes an election under Sections (b) through (c), then the applicable provisions of this Section 3.6 shall be the sole and exclusive remedies available to the Non-Defaulting Member for the default. If the Non-Defaulting Member does not make such an election (and if applicable, the required advance) within the fifteen (15)  Business Day period described in Section 3.6(a), then the Non-Defaulting Member shall have, on its own behalf and on behalf of the Company, all of the rights and remedies available at law or in equity as the Non-Defaulting Member may deem appropriate in its sole discretion to obtain payment of the Default Amount, all at the cost and expense of the Delinquent Member, but excluding the contractual rights and remedies under Sections 3.6(b) and 3.6(c), which shall be deemed waived. IN THE CASE OF ADJUSTMENTS TO A MEMBERS’ INTEREST UNDER SECTION 3.4 OR AN ELECTION UNDER SECTION 3.6(b) OR 3.6(c), THE MEMBERS AGREE THAT THE LIQUIDATED DAMAGES DESCRIBED IN SECTION 3.4 OR IN THIS SECTION 3.6 ARE A FAIR AND ADEQUATE MEASURE OF THE DAMAGES THAT WILL BE SUFFERED BY THE NON-DEFAULTING MEMBER AS A RESULT OF A BREACH BY A MEMBER OF ITS OBLIGATION TO MAKE CAPITAL CONTRIBUTIONS FOR CASH CALLS UNDER SECTIONS 3.3 AND 3.5 (INCLUDING AGREED CONTRIBUTION DEFAULTS) AND NOT A PENALTY.

3.7          Intentionally Omitted.

3.8          Transfer on Insolvency Event.

(a)           If a Member (the “Insolvent Member”) becomes subject to an Insolvency Event, it shall promptly (but in no event later than two (2) Business Days following the occurrence of the Insolvency Event) deliver notice to the other Member of the occurrence and nature of the Insolvency Event. The other Member may then deliver notice to the Insolvent Member in writing of such Insolvency Event, whereupon the Insolvent Member shall transfer its entire Interest, free and clear of all Encumbrances, to such other Member (or an Affiliate of such other Member as the other Member may nominate in writing) as soon as reasonably practicable, in exchange for payment of an amount equal to the fair market value of the transferred Interest, minus the fees and expenses associated with obtaining an appraisal to determine the fair market value of the transferred Interest. An Insolvent Member’s failure to timely notify the other Member of the occurrence of an Insolvency Event will be a material breach of this Agreement.

(b)           During the continuation of an Insolvency Event, the Insolvent Member will have no right to exercise any right under this Agreement with respect to voting on matters referred to the Members, participation of such Insolvent Member’s Representatives on the Management Committee, approve any Major Decisions (which matters may be approved exclusively by the other Member), or receive any distribution (whether in cash or in kind) or any repayment of any loan or other indebtedness outstanding to it from the Company.

(c)           The Insolvent Member will be deemed to constitute the Company as its agent for the sale of its Interest for purposes of this Section 3.8.

(d)           Solely for purposes of this Section 3.8, an Insolvency Event with respect to a Member’s Parent Company will be deemed to be an Insolvency Event with respect to such Member.

3.9          Return of Contributions. Except as expressly provided in this Agreement, no Member shall be entitled to the return of any part of its Capital Contributions or to be paid interest on either its Capital Account or its Capital Contributions. No Capital Contribution that has not been returned shall constitute a liability of the Company, the Manager or any Member. A Member is not required to contribute or to lend cash or property to the Company to enable the Company to return any Member’s Capital Contributions. The provisions of this Section 3.9 shall not limit a Member’s rights or obligations under Section 7.2.

ARTICLE IV 

MEMBERS

4.1          Limited Liability. The liability of each Member shall be limited as provided by the Act. No Member or the Manager, or any combination, shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation or liability of the Company, whether such debt, obligation or liability arises in contract, tort or otherwise, solely by reason of being a Member or the Manager or any combination.

4.2          Company Indemnification of Members. Except as provided in Section 4.5, the Company shall indemnify, defend and hold harmless each Member and its Affiliates, and their respective directors, officers, employees, agents and attorneys from and against any and all Adverse Consequences incurred or suffered by them that arise out of or relate to (a) the Company or Operations, including Environmental Liabilities and Continuing Obligations, and (b) any reimbursements by the Member under Section 4.4. In all cases of this Section 4.2, and without limiting Sections 4.3 or 4.4, indemnification shall be provided only out of and to the extent of the net assets of the Company, and no Member shall have any personal liability whatsoever for indemnification under this Section 4.2. Notwithstanding the previous provisions of this Section 4.2, the Company’s indemnification obligations under this Section 4.2 as to third party claims shall be only with respect to Adverse Consequences not otherwise compensated by insurance carried for the benefit of the Company or carried by the Company for the benefit of the Members.

4.3          Member Indemnification.

(a)           Indemnification Obligations. Except as provided in Section 4.5, each Member (the “Indemnifying Member”) shall indemnify, defend and hold harmless each other Member and its Affiliates, and their respective directors, officers, employees, agents and attorneys (collectively, the “Indemnified Member Parties”) and the Company from and against any and all Adverse Consequences that arise out of or result from the Misconduct of the Indemnifying Member (including in its capacity as the Manager).

(b)           Notice. If any claim or demand is asserted against an Indemnified Member Party or the Company with respect to which the Indemnified Member Party or the Company may be entitled to indemnification under this Agreement, then the Indemnified Member Party shall cause notice of the claim or demand (together with a reasonable description), to be given to the Indemnifying Member promptly after the Indemnified Member Party has knowledge or notice of the claim or demand. Failure to promptly provide the notice shall not relieve the Indemnifying Member of its indemnification obligations, except to the extent the Indemnifying Member is materially prejudiced by the failure.

(c)           Assumption of Defense by Indemnifying Member. The Indemnifying Member shall have the right, but not the obligation, by written notice to the Indemnified Member Party with a copy to the Company delivered within thirty (30) days after the receipt of a notice under Section 4.3(b), to assume the entire control of the defense, compromise and settlement of the claim or demand that is the subject of the notice, including the use of counsel chosen by the Indemnifying Member, all at the sole cost and expense of the Indemnifying Member. Notwithstanding the foregoing, the Indemnified Member Party may participate in the defense at the sole cost and expense of the Indemnified Member Party. The assumption of the defense of the claim or demand by the Indemnifying Member shall constitute a waiver by the Indemnifying Member of its right to contest or dispute its indemnification obligation for the claim or demand. Any Adverse Consequences to the assets or business of the Indemnified Member Party or the Company caused by the failure of the Indemnifying Member to defend, compromise or settle a claim or demand in a diligent manner after having given notice that it will assume control of the defense, compromise and settlement of the matter shall be included in the Adverse Consequences for which the Indemnifying Member shall be obligated to indemnify the Indemnified Member Parties and the Company. Any settlement or compromise of any claim or demand by the Indemnifying Member shall be made only with the consent of the Indemnified Member Party, which may not be unreasonably withheld or delayed. An Indemnified Member Party shall not be considered unreasonable in withholding its consent unless the settlement or compromise includes a full release of all claims and liabilities against the Indemnified Member Parties and the Company arising out of or relating to the claim or demand, provides for the payment of only money damages, and the Indemnifying Member has provided to the Indemnified Member Parties assurance acceptable to the Indemnified Member Parties of the payment of such money damages immediately upon the settlement or compromise.

(d)           Defense by Indemnified Member Party or Company. Before the assumption of the defense of any claim or demand subject to indemnification by an Indemnifying Member, the Indemnified Member Party or the Company may file any motion, answer or other pleading, or take such other action as it deems appropriate, to protect its interests or those of the Company or the Indemnifying Member. If it is finally determined that the Indemnifying Member is responsible for indemnification of any such claim or demand, or if the Indemnifying Member elects to assume the defense of the claim or demand under Section 4.3(c), then the Indemnifying Member shall promptly reimburse the Indemnified Member Party or the Company for all costs and expenses incurred under the previous sentence. If the Indemnifying Member does not elect to control the defense, compromise and settlement of a claim or demand under Section 4.3(c), and it is finally determined that the Indemnifying Member is responsible for indemnification of the claim or demand, then the Indemnifying Member shall be bound by the results of the defense, compromise or settlement, and all costs and expenses incurred by the Indemnified Member Parties and the Company in conducting the defense, compromise or settlement shall be included in the Adverse Consequences for which the Indemnifying Member is obligated to indemnify the Indemnified Member Parties and the Company.

4.4          Member Reimbursement Obligations. Each Member shall be liable to each other Member (including in its capacity as the Manager) to reimburse and pay to such other Members its respective share, based on Interests, of any and all Adverse Consequences incurred or suffered by such other Members and their Affiliates that arise out of or relate to (a) the Company or the Operations, including Environmental Liabilities and Continuing Obligations, or (b) any Properties distributed to the other Member as an objecting Member under Section 10.2, but only to the extent in the case of this clause (b) arising out of or relating to Operations, including Environmental Liabilities and Continuing Obligations, conducted before the date of such distribution. For purposes of this Section 4.4, each Member’s share of such liability shall be equal to its Interest at the time of the actions, omissions or events giving rise to the Adverse Consequences (or as to any actions, omissions or events arising or existing before the Effective Date, such Member’s initial Interest). Neither the resignation nor deemed resignation of a Member, any Transfer or redemption of all or any portion of a Member’s Interest, any reduction of a Member’s Interest, nor the dissolution, liquidation nor termination of the Company, shall relieve a Member of its share of any such liability accruing before such resignation, deemed resignation, Transfer, redemption, reduction, distribution, dissolution, liquidation or termination. Notwithstanding the foregoing provisions of this Section 4.4, this Section 4.4 shall apply only in the case that the Member from whom the other Member is requesting reimbursement or any of its Affiliates is finally determined to be personally liable for the Adverse Consequences, and shall not be construed as a waiver or reduction of the limitations under the Act or other applicable Law of the liability of a Member or the Manager for Company debts, obligations and liabilities.

4.5           Coordination. Notwithstanding anything to the contrary in this ARTICLE IV, no Member, or any of its Affiliates, or any of their respective directors, officers, employees, agents or attorneys shall be entitled to indemnification or reimbursement under Sections 4.2, 4.3 and 4.4 for Adverse Consequences, to the extent the Adverse Consequences arise out of or result from the Misconduct of the Indemnifying Member (including in its capacity as the Manager).

4.6          Exclusive Rights of Members. Notwithstanding anything in this Agreement to the contrary, no Person other than a Member (on its own behalf and on behalf of the Company and its Indemnified Member Parties) shall have the right to enforce any representation, warranty, covenant or agreement of a Member or the Manager under this Agreement, and specifically neither the Company nor any lender or other third party shall have any such rights, it being expressly understood that the representations, warranties, covenants and agreements contained in this Agreement shall be enforceable only by a Member (on its own behalf and on behalf of the Company and its Indemnified Member Parties) against another Member or the Manager. For the avoidance of doubt, the Company shall be bound by the provisions of this Agreement but shall have no right to enforce those provisions against a Member or the Manager, such rights being exclusively vested in the Members. Any Member may bring a direct action on behalf of the Company against any other Member or the Manager without the requirement to bring a derivative action or otherwise satisfy the requirements of sections 18-1001 through 18-1004 of the Act or other similar requirements.

4.7           Meetings; Written Consent. Meetings of the Members shall be held quarterly. Any action required or permitted to be taken by Members may be taken without a meeting if the action is evidenced by a written consent describing the action taken, signed by all of the Members.

4.8          No Member Fees. Except as otherwise provided in this Agreement, no Member shall be entitled to compensation for attendance at Member meetings or for time spent in its capacity as a Member.

4.9          No State-Law Partnership. The Members intend that the Company not be a partnership (including a limited partnership) or joint venture, and that no Member, Manager or Representative be a partner or joint venturer of any other Member, Manager or Representative for any purposes other than federal and state tax purposes, and this Agreement may not be construed to suggest otherwise.

4.10        No Implied Covenants; No Fiduciary Duties. There are no implied covenants contained in this Agreement other than the contractual duty of good faith and fair dealing. The Members, the Manager and the Representatives shall not have any fiduciary or other duties to the Company or the other Members except as specifically provided by this Agreement, and the Members’, the Representatives’, and the Manager’s duties and liabilities otherwise existing at law or in equity are restricted and eliminated by the provisions of this Agreement to those duties and liabilities specifically set forth in this Agreement.

4.11        Other Business Opportunities. Except as provided in Section 10.1, (a) each Member (including in its capacity as a Manager) and its Representatives shall have the right independently to engage in and receive the full benefits from business activities, whether or not competitive with the Operations, without consulting the Company or any other Member, (b) the doctrines of “corporate opportunity” and “business opportunity” shall not be applied to any other activity, venture, or operation of any Member or Representative or the Manager, and (c) no Member or Representative or the Manager shall have any obligation to any other Member or the Company with respect to any opportunity to acquire any property outside the Area of Interest at any time, or within the Area of Interest after the termination of the Company.

ARTICLE V

COMPANY MANAGEMENT

5.1          Management Authority. Except as delegated to the Manager under Section 5.3, the Management Committee shall have the exclusive power and authority to make all decisions, including Major Decisions for the Company. The Manager shall have the power and authority to make any other decision or take any other action on behalf of the Company that does not require the approval of the Management Committee under this Agreement as long as such decision or action is authorized under an approved Program and Budget (to the extent such decision or action involves the expenditure of funds by the Company). In connection with the implementation, consummation or administration of any matter within the scope of the Manager’s authority, the Manager is authorized, without the approval of the Members or the Management Committee, to execute and deliver on behalf of the Company contracts, instruments, conveyances, checks, drafts and other documents of any kind or character to the extent the Manager deems it necessary or desirable. The Manager may delegate to officers, employees, agents, contractors or representatives of the Company or the Manager any or all of its powers by written authorization identifying specifically or generally the powers delegated or acts authorized, but no such delegation shall relieve the Manager of its obligations hereunder.

5.2           Management Committee.

(a)           Organization and Composition. The Members hereby establish a committee (the “Management Committee”) consisting of four (4) representatives (“Representatives”), of which (i) two (2) Representatives shall be appointed by Usuran, and (ii) two (2) Representatives shall be appointed by SLE. The initial Representatives of SLE are Frank Wheatley and Peretz Schapiro. The initial Representatives of Usuran are Andrew Ferrier and Fabrizio Perilli. A Representative of the Member holding the greater Interest shall serve as the chair of the Management Committee. If the Members’ Interests are equal, then the chair of the Management Committee shall alternate annually between the Members’ Representatives, unless the Members otherwise unanimously agree. Each Member may appoint one (1) or more alternate Representatives to act in the absence of a regular Representative. Appointments of Representatives may be made or changed at any time by notice to the other Member. Representatives shall not be considered managers under the Act, but derive all of their right, power and authority from the Members. No Member or Representative shall have the power to bind the Company or to execute documents and instruments on behalf of the Company, unless such Member or Representative also is a Manager or officer or such power and authority has been delegated by the Manager to such Member or Representative, and then only in that capacity.

(b)           Voting. Each Member, acting through its Representatives, shall vote on the Management Committee in accordance with its Interest. The Representatives appointed by Usuran shall vote as a group, and the Representatives appointed by SLE shall vote as a group. If all Representatives appointed by a Member are not present at a meeting of the Management Committee, the Representatives appointed by such Member that are present shall have the entire Interest of the appointing Member. Whenever any provision of this Agreement requires or permits the vote, consent or approval of the Members or the Management Committee, such provision shall be deemed to require or permit, as applicable, the vote, consent or approval of Representatives with an Interest of greater than fifty percent (50%), unless the provision specifically requires a greater percentage, or the consent or approval of a greater number or percentage of Members or Representatives.

(c)           Meetings. Management Committee meetings shall be held quarterly (or at such other frequency as the Members may determine), at such times and at such place as the Management Committee shall determine, provided that no less than one (1) such meeting shall be in person. In addition to regularly scheduled meetings, the Manager or any Representative may call a special meeting of the Management Committee upon fifteen (15) days’ notice. In case of emergency or other exigent circumstances, reasonable notice of a special meeting shall suffice. There shall be a quorum if at least one (1) Representative appointed by each Member is present. Each notice of a meeting shall include an agenda or statement of the purpose of the meeting prepared by the Manager in the case of a regular meeting, or by the Manager or Representative calling the meeting in the case of a special meeting, but any matters may be considered at the meeting. If a Member fails to attend three (3) or more consecutive properly called regular or special Management Committee meetings, then a quorum shall consist of all of the Representatives of either Member who attend/participate in the next properly called meeting.

(d)           Conduct of Meetings. Meetings of the Management Committee may be held by means of conference telephone or other communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in a meeting by such communications equipment shall constitute presence in person at the meeting. The Manager shall prepare minutes of all meetings and shall distribute copies of such minutes to the Representatives within seven (7) Business Days after the meeting. The minutes, when approved by one (1) or more Representatives appointed by each Member, shall be the official record of the decisions made by the Management Committee and shall be binding on the Management Committee, the Manager and the Members. If the Representatives are unable to agree on the minutes within thirty (30) days after receipt of the Manager’s proposed minutes, then the minutes prepared by the Manager together with proposed objections submitted to the Manager before the expiration of such thirty (30)-day period shall be the official record of the meeting. The reasonable costs of the attendance of Representatives, officers and personnel at meetings shall be charged to the Business Account.

(e)           Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Management Committee may be taken without a meeting and without prior notice if the action is evidenced by a written consent describing the action taken, signed by Representatives having the requisite Interest to take such action at a meeting at which all of the Representatives were present and voted; provided that notice of all actions taken by Representatives with less than one hundred percent (100%) of the Interests shall be provided to all Representatives (other than Representatives executing the consent) not later than ten (10) days after the taking of such action.

(f)            Major Decisions. Neither the Manager nor any Representative, nor any officer, employee or agent of the Company or the Manager, shall have any authority to bind or take any action on behalf of the Company with respect to any Major Decision unless such Major Decision has been consented to or approved by the Management Committee in accordance with this Section 5.2. Each of the following matters shall constitute a “Major Decision”:

(i)            approval of a Program and Budget (other than the Initial Program and Budget), and any Amendment to any Program and Budget (including the Initial Program and Budget) in accordance with ARTICLE VI; provided, that expenditures with respect to emergencies under Section 6.10 shall be deemed to automatically amend such Program and Budget;

(ii)           decisions to cease activities under an approved Program and Budget for reasons other than a Force Majeure Event;

(iii)          decisions to cease production for reasons other than regular maintenance or a Force Majeure Event;

(iv)         acquisition or disposition of significant mineral rights or claims, other real property or water rights (including acquisition or disposition of significant patented and unpatented mining claims under Section 5.3(k)) outside of the ordinary course of business;

(v)           a decision to undertake Development or Mining on all or any portion of the Properties;

(vi)          a decision to publish a Pre-Feasibility Study or a Feasibility Study, whether newly prepared or previously existing;

(vii)        other than purchase money security interests or other security interests in Company equipment to finance the acquisition or lease of Company equipment used in Operations, the proposal or consummation of a Project Financing or the incurrence by the Company of any indebtedness for borrowed money that requires any of the following as security for the obligations arising under or with respect to such indebtedness: (A) an Encumbrance on all or any material portion of the Company’s Assets, (B) the pledge by any Member of all or any portion of its Interest, or (C) the guaranty by any Member or any Affiliate of any Member of any obligations of the Company; provided, that nothing in this clause (vi) shall be deemed to prohibit or restrict the right of a Member to create any Permitted Interest Encumbrance;

(viii)       except as specifically contemplated in this Agreement, the redemption of all or any portion of an Interest;

(ix)          the issuance of an Interest or other equity interest in the Company, or the admission of any Person as a new Member of the Company other than in accordance with Section 8.7(c); provided, that this clause (viii) shall not be deemed to prohibit or restrict the adjustment of Interests under Section 3.1;

(x)           a decision to grant authorization for the Company to file a petition for relief under any chapter of the United States Bankruptcy Code, Title 11 U.S.C. or to consent to such relief in any involuntary petition filed against the Company by any third party, or to admit in writing any insolvency of the Company or inability to pay its debts as they become due or to consent to any receivership (or similar proceeding) of the Company;

(xi)          the merger or amalgamation of the Company into or with any other entity;

(xii)         the sale of all or substantially all of the Company’s Assets;

(xiii)        except as specifically or generally authorized in this Agreement, any contract, agreement or undertaking between the Company, on the one hand, and any Member, Manager or Affiliate of a Member or Manager, on the other hand, or any amendment, modification or termination of, or waiver of any right under, any such contract, agreement or undertaking;

(xiv)        change in the Operations of the Company if it results in a substantial change in the nature or scope of the Company’s business;

(xv)         declaration of a mineral reserve or resource under the Australasian Joint Ore Reserves Committee Code (“JORC Code”) or Canadian National Instrument 43-101 (“NI 43-101”);

(xvi)        issuance of a preliminary economic assessment or scoping study under the JORC Code or NI 43-101;

(xvii)      any decision not to fully and timely perform any payment or other obligation under the Purchase Agreement or any Underlying Agreement;

(xviii)     dissolution of the Company; and

(xix)        making any other decision or taking any other action that specifically requires the approval of the Members or the Management Committee under this Agreement.

(g)           Unanimous Decisions. If at any time the Interests of the Members are other than 50/50, Major Decisions shall require a unanimous vote of the Representatives of the Members on the Management Committee; provided, that this Section 5.2(g) shall not apply at any time a Member’s Interest is less than twenty-five percent (25%).

5.3          Manager; Duties. The Company shall be managed by one (1) manager (the “Manager”). The initial Manager shall be Usuran. Any increase or decrease in the number of Managers shall be approved by Representatives holding one hundred percent (100%) of the Interests. Subject to Sections 5.4 and 5.5 and the other provisions of this Agreement, the Manager shall have the following duties:

(a)           Programs and Budgets. The Manager shall manage, direct and control Operations in accordance with adopted Programs and Budgets, and to the extent appliable, the Underlying Agreements, and shall prepare and present to the Management Committee proposed Programs and Budgets under Section 6.3 and proposed Amendments under Section 6.5.

(b)           Implementation. The Manager shall implement Major Decisions, shall make from Company funds all expenditures necessary to carry out adopted Programs, and shall promptly advise the Management Committee if the Company lacks sufficient funds for the Manager to carry out its responsibilities under this Agreement.

(c)           Procurement. The Manager shall (i) purchase or otherwise acquire all material, supplies, equipment, water, utility and transportation services required for Operations, such purchases and acquisitions to be made to the extent reasonably possible on the best terms available, taking into account all of the circumstances, and (ii) obtain such customary warranties and guarantees as are available in connection with such purchases and acquisitions.

(d)           Title; Encumbrances. The Manager shall conduct such title examinations and cure such title defects as may be advisable in the Manager’s reasonable judgment, and keep the Assets free and clear of Encumbrances, except for Permitted Encumbrances.

(e)           Taxes and Other Payments. The Manager shall (i) make or arrange for all payments required by the Purchase Agreement and any Underlying Agreements, and (ii) pay all Taxes on Operations and Assets, except (A) Taxes determined or measured by a Member’s revenue or net income and (B) Taxes on production of Products that are distributed in-kind to a Member; provided, that if authorized by the Management Committee, the Manager shall have the right to contest the validity or amount of any Taxes the Manager deems to be unlawful, unjust, unequal or excessive, and to undertake such other steps or proceedings as the Manager may deem reasonably necessary to secure a cancellation, reduction, readjustment or equalization of such Taxes before such Taxes are required to be paid, but the Manager shall not permit or allow title to the Assets to be lost as the result of the nonpayment of any such payments required by the Purchase Agreement, any Underlying Agreements, or Taxes.

(f)            Compliance with Laws. The Manager shall (i) apply for all necessary Permits, (ii) comply with applicable Laws, (iii) promptly provide notice to the Management Committee of any allegations of a material violation of Laws, and (iv) prepare and file all reports or notices required by any Governmental Authority for Operations. The Manager shall timely cure or dispose of any violation of Laws through performance, or payment of fines and penalties, or both, the cost of which shall be charged to the Business Account. 

(g)           Litigation. The Manager shall prosecute and defend but shall not initiate without the approval of the Management Committee, all litigation, arbitrations or administrative proceedings arising out of Operations. The Manager shall keep the Management Committee fully informed of the progress of any such litigation, arbitrations or proceedings. The Management Committee shall approve in advance all settlements. The Manager shall immediately notify the Management Committee of any new claim against the Company and shall promptly notify the Management Committee of any potential claim against the Company of which the Manager becomes aware.

(h)           Insurance. The Manager shall obtain insurance for the benefit of the Company, the Members and the Manager as provided in Exhibit D or as may otherwise be determined from time to time by the Management Committee.

(i)            Disposition of Assets. The Manager may dispose of Assets, whether by abandonment, surrender or Transfer in the ordinary course of business, except that Properties may be abandoned or surrendered only as provided in Section 10.2. Without prior approval from the Management Committee, however, the Manager shall not (i) dispose of Assets in any one (1) transaction (or in any series of related transactions) having a value in excess of $5,000, (ii) enter into any sales contracts or commitments for Product, except as permitted in Section 7.3, (iii) dissolve or begin a liquidation of the Company, or (iv) dispose of all or a substantial part of the Assets necessary for the Business.

(j)            Maintenance of Assets. The Manager shall perform all assessment and other work and pay all Governmental Fees required by Law in order to maintain the unpatented mining claims, mill sites and tunnel sites included within the Properties. The Manager may perform the assessment work under a common plan of exploration, and continued actual occupancy of such claims and sites is not required. The Manager shall not be liable for any determination by any Governmental Authority that the work performed by the Manager did not constitute the required annual assessment work or occupancy to preserve or maintain ownership of the claims; provided that the work was performed in accordance with accepted industry standards and the adopted Program and Budget. The Manager shall timely record with the appropriate county and file with the appropriate United States agency, any required affidavits, notices of intent to hold and other documents in proper form attesting to the payment of Governmental Fees, the performance of assessment work or intent to hold the claims and sites, in each case in sufficient detail to reflect compliance with applicable requirements.

(k)           Changes to Mineral Rights. If authorized by the Management Committee, the Manager may (i) locate, amend or relocate any unpatented mining claim, mill site or tunnel site, (ii) locate any fractions resulting from such amendment or relocation, (iii) apply for patents or mining leases or other forms of mineral tenure for any such unpatented claims or sites, (iv) abandon any unpatented mining claims for the purpose of locating mill sites or otherwise acquiring from the United States rights to the ground covered thereby, (v) abandon any unpatented mill sites for the purpose of locating mining claims or otherwise acquiring from the United States rights to the ground covered thereby, (vi) exchange with or convey to the United States any of the Properties for the purpose of acquiring rights to the ground covered thereby or other adjacent ground and (vii) convert any unpatented claims or mill sites into one (1) or more leases or other forms of mineral tenure under any Law hereafter enacted. 

(l)            Accounting and Financial Matters. The Manager shall (i) keep and maintain all required accounting and financial records under the Accounting Procedure and in accordance with customary cost accounting practices in the mining industry, (ii) keep and maintain current balances of Contributed Capital, (iii) keep and maintain Capital Accounts of the Members in accordance with Exhibit C, and (iv) keep all Company accounts separate and segregated from the individual accounts of the Manager. The Manager may open bank accounts in the name of the Company as needed, provided that such accounts will be subject to appropriate control procedures agreed by the Management Committee.

(m)          Reporting; Audits. The Manager shall (i) provide the reports to the Members required under Section 6.11, (ii) permit the audits, inspections and access rights under Section 6.12, and (iii) obtain the independent audit required under Section 6.13.

(n)           Environmental Compliance Plan. The Manager shall prepare an Environmental Compliance plan for all Operations consistent with the requirements of applicable Laws or contractual obligations and shall include in each proposed Program and Budget sufficient funding to implement the Environmental Compliance plan and to satisfy the financial assurance requirements of applicable Laws and contractual obligations pertaining to Environmental Compliance. To the extent practical, the Environmental Compliance plan shall incorporate concurrent reclamation of Properties disturbed by Operations.

(o)           Continuing Obligations. The Manager shall undertake to perform Continuing Obligations when and as economic and appropriate, whether before or after termination of Operations. The Manager shall have the right to delegate performance of Continuing Obligations to Persons having demonstrated skill and experience in relevant disciplines. As part of each proposed Program and Budget, the Manager shall specify the measures to be taken for performance of Continuing Obligations and the cost of such measures. The Manager shall keep the Management Committee reasonably informed about the Manager’s efforts to discharge Continuing Obligations. Authorized representatives of each Member shall have the right from time to time to enter the Properties to inspect work directed toward satisfaction of Continuing Obligations, and to audit books, records, and accounts related thereto.

(p)           Environmental Compliance Fund. Funds deposited into the Environmental Compliance Fund shall be maintained by the Manager in a separate, interest-bearing cash management account, which may include money market investments and money market funds, or longer-term investments approved by the Management Committee. Such funds shall be used solely for Environmental Compliance and Continuing Obligations, including committing such funds, interests in property, insurance or bond policies, or other security to satisfy Laws regarding financial assurance for the reclamation or restoration of the Properties, and for other Environmental Compliance requirements.

(q)           Other Activities. The Manager shall undertake all other activities reasonably necessary to fulfill the foregoing.

(r)            Delegation. The Manager shall have the right to carry out its duties and responsibilities under this Agreement through Affiliates, the other Member, agents, consultants or independent contractors, but no such Persons shall have any rights under this Agreement. Without limiting the generality of the foregoing, either Member, as Manager, may utilize the services of an individual who shall either be an employee of the Company or an independent contractor and serve as the General Manager (or the equivalent), as determined by the unanimous vote of the Management Committee, to carry out many of the duties of the Manager; and the General Manager shall report directly to the Management Committee. The Members intend to utilize the services of the same individual to serve as General Manager and oversee day-to-day Operations of the Company through the commencement of the Development Phase, but the Member serving as Manager shall have the right in its absolute discretion to remove the General Member at any time. Upon the removal of the General Manager, the Management Committee shall promptly meet and select a new General Manager, which selection will require the unanimous vote of the Management Committee.

5.4          Standards of Care. Subject to Section 5.5, the Manager shall discharge its duties under Section 5.3 and conduct all Operations in a good, workmanlike and efficient manner, in accordance with sound mining and other applicable industry standards and practices, and in accordance with the terms and provisions of the Purchase Agreement, all Underlying Agreements and Permits pertaining to the Assets.

5.5          Exculpation. Notwithstanding any contrary provision of this Agreement, the Manager shall not be liable or responsible to the Company or any Member and shall not be in breach or default of its duties under this Agreement for any act or omission (a) that is not caused by or attributable to the Manager’s willful misconduct or gross negligence, (b) if the inability to perform results from (i) the failure of any Member or Representatives (other than the Manager, any Affiliate of the Manager, or any Representative designated by the Manager or any such Affiliate), to perform acts or to contribute amounts required under this Agreement, (ii) a lack of Company funds, to the extent the Manager and its Affiliates have made all Capital Contributions required to be made by them under this Agreement, or (iii) the failure to carry out or perform in accordance with a Program and Budget for any period, if a Program and Budget has not been adopted for the period, or (c) taken in good faith reliance on an adopted Program and Budget or information, opinions, reports or statements presented by any other Member or Representative of any other Member, or by any other Person as to matters the Manager reasonably believes are within the other Person’s professional or expert competence. The preceding sentence shall in no way limit any Person’s right to rely on information to the extent provided in Section 18-406 of the Act.

5.6          Indemnification of Manager and Representatives. Subject to the limitations of the Act, the Company shall indemnify, defend and hold harmless the Representatives and the Manager from and against any Adverse Consequences arising as a result of any act or omission of any such Representative or the Manager with respect to the Company believed in good faith to be within the scope of authority conferred in accordance with this Agreement, except for willful misconduct or gross negligence.

(a)           Contract Rights. The rights granted under this Section 5.6 are contract rights, and no amendment, modification or repeal of this Section 5.6 shall have the effect of limiting or denying any such rights with respect to actions taken, omissions, or proceedings arising before any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Section 5.6 could involve indemnification for negligence or strict liability. Notwithstanding the foregoing, the Company’s indemnification of the Manager and the Representatives a to third party claims shall be only with respect to such Adverse Consequences that are not otherwise compensated by insurance.

(b)           Advancement of Expenses. The rights to indemnification conferred in this Section 5.6 shall include the right to be paid or reimbursed by the Company the reasonable expenses incurred by any Person entitled to be indemnified who was, is or is threatened to be made a named defendant or respondent in an action, suit, proceeding or arbitration in advance of the final disposition of the action, suit, proceeding or arbitration and without any determination as to the Person’s ultimate entitlement to indemnification; provided, that the payment of such expenses in advance of the final disposition or award of an action, suit, proceeding or arbitration shall be made only upon delivery to the Company of a written affirmation by such Person of his or its good faith belief that he or it has met the standard of conduct necessary for indemnification under this Section 5.6 and a written undertaking, by or on behalf of such Person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified Person is not entitled to be indemnified under this Section 5.6 or otherwise.

(c)           Non-Exclusive Rights. The right to indemnification and the advancement and payment of expenses conferred in this Section 5.6 are not exclusive of any other right that any such indemnified Person may have or acquire under any Law, provision of this Agreement, vote of the Management Committee or the Members or otherwise.

(d)           Invalidity. If this Section 5.6 or any portion shall be invalidated on any ground by any court of competent jurisdiction or arbitration panel, then the Company shall indemnify and hold harmless the Manager or Representatives indemnified under this Section 5.6 as to the Adverse Consequences to the full extent permitted by any portion of this Section 5.6 that has not been invalidated, and to the fullest extent permitted by applicable Law.

(e)           Insufficient Funds. If the assets of the Company are insufficient to fund any indemnity to which the Manager or any Representative is entitled under this Section 5.6, the Members shall make Capital Contributions to the Company (or if the Company has been terminated, pay to the indemnified Person) in accordance with their respective Interests to fund any such indemnification obligations. In the case of Continuing Obligations, proportionate liability of the Members (including the Manager) for any indemnification hereunder arising from such Continuing Obligations shall be determined in accordance with Section 4.4.

5.7          Resignation; Removal; Replacement.

(a)           Voluntary Resignation. The Manager may voluntarily resign at any time upon three (3) months’ prior notice to the Management Committee. Acceptance of such resignation shall not be necessary.

(b)           Deemed Resignation. The Manager shall automatically be deemed to resign without the requirement of notice or other notice of any kind effective immediately upon the occurrence of an Insolvency Event with respect to the Manager.

(c)           Removal. The Manager may be removed by notice of the other Member to the Manager (i) if the Interest of the Manager and its Affiliates becomes less than fifty percent (50%), or (ii) for Misconduct of the Manager or any Member that is an Affiliate of the Manager; provided, such notice shall be delivered to the Manager within ninety (90) days after the date such other Member has notice or knowledge of the event giving rise to the removal right.

(d)           Replacement. If the Manager resigns voluntarily under Section 5.7(a), the other Member may elect to become the successor Manager by notice to the Management Committee within thirty (30) days after the date of the voluntary resignation. If the other Member does not make such an election within such thirty (30)-day period, the successor Manager (who may be a Member, an Affiliate of a Member or a third party) shall be elected by the Management Committee. If the Manager is deemed to resign under Section 5.7(b) or is removed under Section 5.7(c), the Representatives of the other Member may appoint the successor Manager (who may be a Member, an Affiliate of a Member or a third party) by notice to the Management Committee. Any successor Manager shall execute a joinder to this Agreement agreeing to be bound by the provisions of this Agreement that relate to the Manager. The appointment of a successor Manager shall be deemed to pre-date any event causing a deemed resignation of the Manager under Section 5.7(b).

(e)           No Effect on Interest. The resignation or removal of a Person as the Manager shall not require or result in the resignation or removal of such Person as a Member, reduce the Interest of such Member or its Representatives, or restrict the right of such Member to appoint Representatives to the Management Committee.

5.8          Payments to Manager. The Manager shall be compensated for its services and reimbursed for its costs in accordance with the Accounting Procedure.

5.9          Affiliate Transactions. The Company shall not enter into any agreement or contract (including the payment of any fees or other compensation) with the Manager, any Affiliate of the Manager or any Member, or any material modification or amendment to any such agreement or contract, except (a) on terms no less favorable than would be the case with unrelated third parties in arm’s-length transactions, (b) with the approval of the Representatives of each Member that is not a party (and whose Affiliates are not a party) to the agreement, contract, modification or amendment, or (c) as specifically provided in this Agreement or in the then current approved Program and Budget; provided that the Members acknowledge that the services to be performed by the Manager may be delegated to any Affiliate of the Manager and performed by such Affiliate, and costs and charges for such services shall be paid and reimbursed by the Company from the Business Account to the same extent as if such services were performed directly by the Manager.

5.10        Changes to Mining Law. The Members are aware that the mining Laws of the United States or the State of Wyoming pertaining to unpatented mining claims and millsites or activities thereon may be amended, or new Laws may be enacted. In that event, the Management Committee shall have the option (but not the obligation, except to the extent required under Underlying Agreements) of causing the Manager to maintain the rights and obligations of the Company in and to the Properties and the lands covered thereby pursuant to those new or amended Laws, subject to this Agreement and to the extent allowable, including the right to cause the Manager to convert any portion of the Properties consisting of unpatented mining claims or millsites to any new property rights that may be created, and all of the terms and conditions of this Agreement shall apply to such new property rights.

ARTICLE VI

PROGRAMS AND BUDGETS; ACCOUNTING AND REPORTING

6.1          Initial Program and Budget. The initial Program and Budget, which has been adopted by the Members, is attached as Exhibit E.

6.2          Operations Under Programs and Budgets. Except as otherwise provided in this Agreement, Operations shall be conducted, expenses shall be incurred, and Assets shall be acquired consistent with adopted Programs and Budgets. Each Program and Budget shall provide for (a) accrual of reasonably anticipated Environmental Compliance expenses for all Operations contemplated under the Program and Budget, and (b) payment of all obligations of the Company under the Purchase Agreement and the Underlying Agreements.

6.3          Presentation of Updated Business Plan, Proposed Programs and Budgets.

(a)           Not later than July 15 of each calendar year, the Manager shall prepare updates to the Business Plan for the succeeding three (3)-year period and submit the updated Business Plan to the Management Committee for its review and approval. The updated Business Plan shall incorporate such revisions and objectives as may be necessary to timely achieve first uranium production from the Properties during the First Production Target Period and, if applicable, satisfy the Company’s minimum expenditure requirements under the Purchase Agreement. On or before August 30 of each calendar year, the Management Committee shall review, propose modifications to, and approve the updated Business Plan.

(b)           Not later than October 15 of each calendar year, the Manager shall prepare a proposed Program and Budget for the succeeding calendar year or longer such period approved by the Management Committee and submit the proposed Program and Budget for such calendar year or other period to the Management Committee for its review and approval. The proposed Program and Budget shall be accompanied by a notice of the date and time of the meeting to be held under Section 6.4 to consider the proposed Program and Budget, which date shall not be less than twenty (20) days after the submission of the proposed Program and Budget to the Management Committee.

(c)           The Manager shall ensure that (i) proposed Programs and Budgets appropriately provide for Operations necessary to achieve first uranium production from the Properties during the First Production Target Period, (ii) any Programs and Budgets proposed during the three (3)-year effectiveness of the Business Plan align with the then-effective Business Plan, and (iii) provide for sufficient Operations and funding to satisfy the Company’s minimum expenditure requirements under the Purchase Agreement; provided, however, that subject to Sections 5.4 and 5.5, the Manager shall not be liable to the Members if it complies with this Section 6.3(c) but first uranium production from the Properties is not achieved during the First Production Target Period.

6.4           Approval of Proposed Programs and Budgets. On or before November 15 of each calendar year at a meeting of the Management Committee, the Representatives of each Member shall submit in writing to the Management Committee whether such Representatives (a) approve the proposed Program and Budget, (b) propose modifications to the proposed Program and Budget, or (c) reject the proposed Program and Budget. If the Representatives of a Member do not approve the proposed Program and Budget, then the Management Committee shall call another meeting to be held within fifteen (15) days after the first meeting to consider the Program and Budget and to vote on a revised Program and Budget. During such fifteen (15)-day period, the Manager shall negotiate in good faith with the Representatives to develop a revised Program and Budget that is acceptable to all of the Representatives, and shall deliver its revised Program and Budget to the Representatives at or before the subsequent meeting, but neither the Manager nor any Representatives shall have any obligation to agree to any particular modification to the Program and Budget during such negotiations. At the subsequent meeting to again vote on the Program and Budget (taking into account any revisions proposed by the Representatives during the negotiation period), the Representatives of each Member shall vote to either accept or reject the revised Program and Budget but may not propose additional modifications. If one (1) or more Representatives do not attend any meeting of the Management Committee, the purpose of which is to review and approve a Program and Budget or an Amendment, then the Representatives present at the meeting may approve the proposed Program and Budget, but no other action may be taken at the meeting.

6.5          Amendments. The Manager may propose amendments (“Amendments”) to any currently approved Program and Budget from time to time before incurring costs under the Amendment. The Representatives of each Member shall have fifteen (15) days after the proposal of an Amendment by the Manager to submit in writing to the Management Committee one of the responses described in clause (a), (b), or (c) of Section 6.4 (substituting “Amendment” for “Program and Budget” in each case). If the Representatives of a Member fail to respond within the fifteen (15)-day period, then those Representatives shall be deemed to have approved the proposed Amendment. If the Representatives of a Member timely submit to the Management Committee their rejection of, or proposed modifications to, the proposed Amendment, then the Manager may call a special meeting of the Management Committee under Section 5.2(c) to vote on an Amendment. If the Manager calls such a meeting, the Manager shall negotiate in good faith with the Representatives to develop an Amendment that is acceptable to all of the Representatives and shall deliver its revised Amendment to the Representatives at or before the meeting. At the meeting to vote on the Amendment (taking into account any revisions made by the Manager during the negotiation period), the Representatives of each Member shall vote to either accept or reject the revised Amendment but may not propose additional modifications. Each such Program and Budget, as amended, shall be treated as a new Program and Budget and each Member shall be entitled to make new elections under Section 6.6 as to their participation in Joint Funding with respect to the remaining period under the amended Program and Budget.

6.6          Election to Participate.

(a)           By notice to the Management Committee (a “Non-Contribution Notice”) within twenty (20) days after the final vote adopting a Program and Budget, a Member (a “Non-Contributing Member”) may elect to contribute to such Program and Budget in some lesser amount than in accordance with its Interest, or may elect not to contribute any amount to such Program and Budget; provided that, if the Parties’ Interests are anything other than 50/50 and the adopted Program and Budget is primarily for mine construction or other Development, each Member shall have ninety (90) days after the final vote to make its contribution election; and provided further that during that ninety (90)-day period the Manager may continue to conduct Operations under the terms and conditions of the previously approved Program and Budget using the funds available pursuant to cash calls previously made pursuant to Section 3.4. If a Member does not timely provide a Non-Contribution Notice to the Management Committee, such Member shall be deemed to have elected to contribute to the Program and Budget in proportion to its Interest as of the beginning of the period covered by the Program and Budget. The difference, if any, between the amount that the Non-Contributing Member would otherwise be required to contribute in accordance with its Interest and the amount, if any, that the Non-Contributing Member elects or is deemed to elect to contribute, is referred to as the “Underfunded Amount.”

(b)           If a Non-Contributing Member timely delivers a Non-Contribution Notice, and the other Member has or is deemed to have elected to contribute its proportionate amount to the Program and Budget in accordance with its Interest, such other Member (the “Contributing Member”) shall have the right (but not the obligation) to elect by notice to the Non-Contributing Member delivered within ten (10) days after its receipt of the Non-Contribution Notice, to contribute all or any portion (an “Excess Contribution”) of the Underfunded Amount to such Program and Budget.

(c)           If a Non-Contributing Member timely delivers a Non-Contribution Notice, the Interest of each Member shall, subject to Section 6.7, be adjusted, effective as of the beginning of the period covered by the Program and Budget, to equal a fraction, expressed as a percentage:

(i)            the numerator of which equals:

(A)          the Contributed Capital of the Member as of the beginning of the period covered by the Program and Budget; plus

(B)           the amount, if any, that the Member has agreed to contribute to the Program and Budget; plus

(C)           if the Member is a Contributing Member, the amount of the Excess Contribution, if any, that the Contributing Member has agreed to contribute to the Program and Budget with respect to the Underfunded Amount, multiplied by the Non-Contribution Dilution Multiple; and

(ii)           the denominator of which equals the sum of the amounts calculated under Section 6.6(c)(i) above for all Members.

(d)           If a Non-Contributing Member delivers a Non-Contribution Notice and the Contributing Member does not elect to contribute the entire Underfunded Amount, (i) if the Manager or its Affiliate is the Contributing Member, the Manager shall adjust the Program and Budget to the extent the Manager reasonably deems necessary to take into account the reduced contributions, and (ii) if the Member that is not the Manager or an Affiliate of the Manager is the Contributing Member, the Representatives of that Member shall adjust the Program and Budget to the extent such Representatives reasonably deem necessary to take into account the reduced contributions. The Program and Budget as adjusted under this Section 6.6(d) shall replace the Program and Budget previously adopted by the Management Committee for the Program and Budget period. 

6.7          Recalculation and Restoration for Actual Contributions.

(a)           If a Non-Contributing Member timely delivers a Non-Contribution Notice for a Program and Budget and the Interests of the Members are adjusted under Section 6.6(c), then within thirty (30) days after the completion of the Program and Budget, the Manager shall deliver a written report to the Members of the total amount of Capital Contributions actually made by the Members under cash calls for the Program and Budget.

(b)           If the actual amount of Capital Contributions is more or less than the budgeted amount in the adopted Budget, the Interests shall be recalculated under Section 6.6(c) by substituting the actual amount of Capital Contributions made by each Member (including any deemed Capital Contributions made by the Non-Contributing Member under Section 6.7(c)) during the Program and Budget period for the estimated amounts used in calculating the adjustments to the Interests at the beginning of the Program and Budget period.

(c)           If the actual amount of Capital Contributions is less than eighty percent (80%) of the budgeted amount in the adopted Budget, the Non-Contributing Member may elect to reimburse the Contributing Member for all (but not less than all) of the amount of the Excess Contribution actually contributed by the Contributing Member by delivering a notice of its election to the Contributing Member within fifteen (15) days after receipt of the Manager’s report. The notice shall be accompanied by payment in the amount of the actual Capital Contributions of the amount of the Excess Contribution, together with interest at the Prime Rate from the date of each such Capital Contribution to the date paid. If the Non-Contributing Member makes this election, for all purposes under this Agreement (including the readjustment to the Interests under Section 6.7(b)), each Capital Contribution previously made by the Contributing Member for the amount of the Excess Contribution shall instead be deemed to have been a loan from the Contributing Member to the Non-Contributing Member on the date of the contribution, followed by an immediate Capital Contribution of the same amount by the Non-Contributing Member to the Company.

(d)           If the Interests are recalculated under Section 6.7(b), and either distributions were made, or any items of Profit, Loss or credit were allocated to the Members during the period covered by the Program and Budget based on the Interests as adjusted under Section 6.7(c) at the beginning of the Program and Budget period, (i) in the case of distributions, the amount of subsequent distributions to be made to the Contributing Member shall be decreased, and the amount of subsequent distributions to the Non-Contributing Member shall be increased, until the Non-Contributing Member has received distributions from the Company, to the extent possible, in the amounts that the Non-Contributing Member would have received, and (ii) in the case of allocations, the Manager shall cause the Company to make such offsetting allocations of items of Profit, Loss or credit in a manner reasonably determined by the Manager, so that the Members have been allocated, to the extent possible, the amounts that the Members would have been allocated, in each case if the Members’ Interests at the beginning of the period covered by the Program and Budget had equaled the Interests recalculated under Section 6.7(b), taking into account any reimbursement of the amount of the Excess Contribution under Section 6.7(c).

6.8          Deadlock on Proposed Programs and Budgets. 

(a)           If the Members, acting through the Management Committee, fail to approve a Business Plan under Section 6.3 or a Program and Budget under Section 6.4 by the beginning of the period to which the proposed Business Plan or Program and Budget applies, subject to the contrary direction of the Management Committee and to the receipt of necessary funds, the Manager shall continue Operations at levels and amounts substantially comparable with the last adopted Business Plan or Program and Budget. The Members shall continue to make Capital Contributions in accordance with the Interests applicable to the last adopted Business Plan or Program and Budget in response to capital calls from the Manager to fund such Operations during a deadlock. During the continuation of a deadlock with respect to a proposed Business Plan or Program and Budget, the Manager shall ensure that Operations are conducted in furtherance of the objectives set forth in the Business Plan and the principles set forth in Section 2.3.

(b)           If the Members remain unable to agree on a Business Plan or a Program and Budget for a period of one hundred eighty (180) days after the beginning of any calendar year, then the provisions of Section 6.8(c) shall apply.

(c)           Following the end of the one hundred eighty (180)-day period referred to in Section 6.8(b), a meeting shall be held promptly between the Members, at a time and place to be mutually agreed, attended by officers of each Member who have decision-making authority regarding the Business Plan and the proposed Program and Budget, to attempt in good faith to negotiate a resolution of the impasse and come to agreement on a Business Plan and a Program and Budget. The Manager shall provide notice to the other Member of that meeting. If the representatives of the Members do not meet within ten (10) Business Days following delivery of notice of the meeting by the Manager, if the Manager does not deliver such a notice, or if following the Members’ timely meeting the impasse is not resolved, the impasse shall be submitted to mediation in accordance with the Commercial Mediation Rules of the American Arbitration Association. In that event, the Members will jointly appoint a mutually acceptable mediator and, if the Members are unable to agree upon an appointment within ten (10) days after the date a mediator is first proposed by either Member, they will seek the assistance of the American Arbitration Association for the appointment of a mediator. In any such mediation, the mediator shall have an educational and/or professional background (which may include legal experience) in the development and operation of uranium mines. The Members shall confer with the mediator within twenty (20) days following the mediator’s appointment. If the Members are not successful in resolving the impasse through mediation, the resolution of the deadlock shall be settled by arbitration in accordance with this Section 6.8(c). Either Member may initiate the arbitration procedure at any time after the completion of the mediation proceedings by delivering a demand for arbitration to the other Member. The arbitration shall be conducted in accordance with the Wyoming Arbitration Act (Wyoming Statutes 1-36-101, et seq.) and, as applicable, the Commercial Arbitration Rules of the American Arbitration Association (the “AAA Rules”), in each case as modified by this Section 6.8(c) (and in the event of any conflict between the provisions of this Section 6.8(c) and Wyoming Arbitration Act or the AAA Rules, the provisions of this Section 6.8(c) shall control). Any mediation or arbitration shall be held in Casper, Wyoming. In any such arbitration, the arbitration shall be conducted by a three (3)-member panel (with one (1) arbitrator appointed by each member, and each such arbitrator serving as a neutral arbitrator, and the third arbitrator, also neutral, selected by the two (2) appointed arbitrators). The third arbitrator selected by the appointed arbitrators shall have a professional background (which may include legal experience) in the development and operation of uranium mines. In any arbitration proceeding, each Member shall submit its proposed Business Plan and proposed Program and Budget, and the sole role of the arbitration panel shall be to select one (1) of the two (2) proposals as the Business Plan and Program and Budget that will be binding on the Members, considering the prevailing market for uranium, likely market trends, applicable micro and macro-economic factors, and such other factors as the arbitration panel shall deem reasonable. The arbitration panel shall have no authority to craft and impose its own Business Plan or Program and Budget, and shall have no authority to impose damages of any kind. The costs and fees for all mediation and arbitration proceedings regarding an impasse concerning the Management Committee’s adoption of a Program and Budget or Business Plan shall be allocated equally between the Members regardless of their respective then-current Interests. Either Member may bring an action in a court of competent jurisdiction to specifically enforce the arbitration panel’s decision rendered under this Section 6.8(c).

6.9          Budget Overruns; Program Changes. The Manager shall immediately provide notice to the Management Committee of any material departure from an adopted Program and Budget. If the Manager exceeds an adopted Budget (as amended under Section 6.5), then the excess, unless directly caused by an emergency or unexpected expenditure made under Section 6.10 or unless otherwise authorized by the unanimous approval of the Management Committee, shall be at the sole cost and expense of the Manager and shall not be considered a Capital Contribution or taken into account in the calculation of Interests.

6.10        Emergency or Unexpected Expenditures. In case of an emergency, the Manager may take any reasonable action it deems necessary to protect life, limb or property, to protect the Assets or to comply with Laws. The Manager may also make reasonable expenditures for unexpected events that are beyond its reasonable control and that do not result from a breach by it of its standard of care in Section 5.4, subject to Section 5.5. The Manager shall promptly provide notice to the Members of the emergency or unexpected expenditure, and shall be reimbursed for all resulting costs by the Company, which costs shall be funded by the Members making additional Capital Contributions to the Company under Sections 3.3 and 3.5 in proportion to their respective Interests at the time the emergency or unexpected expenditures are incurred.

6.11       Reports. The Manager shall promptly submit to the Management Committee the following reports:

(a)           monthly statements of account reflecting in reasonable detail the charges and credits to the Business Account during the preceding month;

(b)           monthly progress reports that include statements of expenditures and comparisons of such expenditures to the adopted Budget;

(c)           periodic summaries of data acquired by or on behalf of the Company;

(d)           copies of any reports prepared by or on behalf of the Company concerning Operations;

(e)           quarterly unaudited financial statements for each calendar quarter, delivered within thirty (30) days after the completion of the applicable calendar quarter; 

(f)            a detailed final report within thirty (30) days after completion of each Program and Budget, which report shall include comparisons between actual and budgeted expenditures and comparisons between the objectives and results of Programs; and

(g)          such other reports as the Management Committee may reasonably request.

6.12        Inspection Rights. Upon at least two (2) days’ written request to the Manager and during normal business hours, the Manager shall (a) provide to the Representatives, accountants, advisors and other representatives of each Member, access to, and the right to inspect and copy all maps, drill logs, core tests, reports, surveys, assays, analyses, production reports, operations, technical, accounting and financial records, and other information in the possession or control of the Manager pertaining to the Company or the Operations, and (b) at the sole risk of the requesting Member, and subject to the safety requirements of applicable Laws and the Manager’s reasonable safety policies and procedures, permit the Representatives, accountants, advisors and other representatives of each Member to inspect the Assets and Operations. The requesting Member shall use commercially reasonable efforts to prevent any such inspections from unreasonably interfering with Operations or the other business and operations of the Manager. The cost and expense of any such access, inspection shall be borne entirely by the requesting Member, and the requesting Member shall indemnify, defend and hold harmless the Company, the Manager and the Affiliates of the Manager, and their respective directors, officers, managers, employees and agents, from and against any Adverse Consequences for bodily injury or property damage arising from or caused by any such inspections.

6.13        Independent Audit. Upon request made by any Member within twelve (12) months after the end of any calendar year (or, if the Management Committee has adopted an accounting period other than the calendar year, within twelve (12) months after the end of such period), the Manager shall cause an independent accounting firm selected by the Management Committee (the “Independent Accountant”) to conduct an independent audit of the financial statements of the Company for such calendar year (or other accounting period). Promptly after the completion of any such independent audit, the Manager shall deliver a copy of the report of the Independent Accountant on the financial statements of the Company, together with a detailed report of costs and expenditures of the Company (including all costs and expenditures for which the Manager sought reimbursement) for such year or other accounting period prepared in accordance with GAAP and reconciled to the financial statements audited by the Independent Accountant and to the monthly reports provided to the Members under Section 6.11. All written exceptions to and claims (other than exceptions or claims based on fraud) upon the Manager by any Member relating to costs and expenditures incurred by or on behalf of the Company for such year or other accounting period shall be made by notice to the Manager delivered not more than three (3) months after receipt of the audit report and the related report of costs and expenditures or shall be deemed forever waived and released.

ARTICLE VII

DISTRIBUTIONS; DISPOSITION OF PRODUCTION

7.1          Distributions. 

(a)           Generally. Except as otherwise provided in this ARTICLE VII, the aggregate amount of all distributions to the Members and the timing of all such distributions shall be determined by the Management Committee.

(b)           Cash Distributions. Except as provided in Section 7.2, cash distributions shall be made to the Members pro rata in proportion to their respective Interests; provided, that (i) all cash resulting from the sale of Usuran Products under Section 7.3 shall be distributed to Usuran, and (ii) all cash resulting from the sale of SLE Products under Section 7.3 shall be distributed to SLE.

(c)           Distributions In Kind. During the existence of the Company, no Member shall be entitled or required to receive as distributions from the Company any Company asset other than money. Upon the dissolution and winding-up of the Company, those Members that agree in writing may be distributed in-kind undivided interests in the Assets of the Company in accordance with Section 9.4. Except as otherwise provided in this ARTICLE VII or as otherwise determined by the Management Committee, (i) all distributions to the Members shall be in cash, (ii) no Member shall have the right to demand distributions in cash or in kind, and (iii) all distributions to the Members in kind shall be made to the Members pro rata in proportion to their respective Interests.

(d)           Tax Distributions. Notwithstanding other provisions of this ARTICLE VII, prior to making non-liquidating distributions pursuant to any other provisions of this Section 7.1, the Company shall make cash distributions (“Tax Distributions”) to the Members, pro rata in proportion to their relative positive Tax Distribution Amounts, until all positive Tax Distribution Amounts are reduced to zero. Amounts withheld and paid to a tax authority with respect to a Member shall be treated as Tax Distributions made to the Member. Tax Distributions shall (i) be treated (for purposes of Section 7.1, but not for Capital Account purposes) as nonrecourse advances on future distributions payable to the Members under Section 7.1, (ii) reduce amounts otherwise distributable under the preceding provisions of this Section 7.1 to the recipient Members as quickly as possible, and (iii) reduce the Capital Account balances of the recipient Members in the same manner as other distributions. The Company shall use commercially reasonable efforts to cause Tax Distributions to be made within thirty (30) days after the end of each calendar quarter, based on the Tax Distribution Amounts of each Member as of the end of each such quarter after giving effect to allocations pursuant to Exhibit C for such quarter.

7.2          Liquidating Distributions. Notwithstanding Section 7.1, all distributions made in connection with the sale or exchange of all or substantially all of the Company’s assets and all distributions made in connection with the liquidation of the Company shall be made to the Members in accordance with their respective Capital Account balances at the time of distribution after taking into account the adjustments to the Capital Accounts under Section 5.2 of Exhibit C, all allocations of items of Profit and Loss under Article III of Exhibit C, all sales of Products and all distributions through the date of the final distribution. All distributions to the Members under this Section 7.2 shall be made in accordance with the requirements of Treasury Regulations §§ 1.704-1(b)(2)(ii)(b)(2) and (3).

7.3          Disposition of Products.

(a)           Disposition by the Company of Products shall be governed by this Section 7.3. On a monthly basis, all products produced by the Company during the month shall be apportioned between Usuran and SLE in accordance with their relative Interests on the last day of the month, with the portion apportioned to Usuran referred to as “Usuran Products,” and the portion apportioned to SLE referred to as “SLE Products.” Except as otherwise provided in this Section 7.3, the Company shall dispose of Products under arrangements as may be approved by the Management Committee from time to time. Generally, except as adjusted pursuant to Section 7.3(b), Products shall be disposed of in the order in which produced, and each disposition of Products shall be treated as a disposition by the Company of Usuran Products and SLE Products in proportion to the applicable Interests.

(b)           The Management Committee shall, on a monthly basis, provide each Member a summary of the anticipated monthly production of Products for the following twelve (12) months, and a summary of all outstanding agreements or commitments on behalf of the Company for the disposition of Products. Each Member (a “Requesting Member”) may by notice to the Company (i) request to purchase all or any specified amount of any uncommitted portion of the Requesting Member’s share of Products at such price and on such other terms as may be designated by the Requesting Member, and (ii) request that the Management Committee enter into a purchase agreement with a designated third party for all or any specified portion of the Requesting Member’s share of Products, at such price and on such other terms as may be specified by the Requesting Member. The Management Committee shall give effect to any such request, to the extent that doing so would not cause the Company to be in breach of any of its obligations to third parties. Following any such request, future sales or dispositions of Products by the Company shall be apportioned between the Members as reasonably determined by the Management Committee in order to give effect to such request, rather than as provided in Section 7.3(a).

(c)          Any additional expenses or obligations incurred by the Company in the selling and separate disposition thereafter to or at the request of any Requesting Member of all or any portion of its share of Products, including any storage, freight to final destination, insurance, premiums, losses, claims, damages and liabilities, shall be an expense of such Member, and shall be reimbursed by such Member to the Company within thirty (30) days after receipt of an invoice for the same from the Manager, or may be recovered by the Manager from amounts otherwise distributable to the Requesting Member. Any such reimbursement or recovery shall not be considered a Capital Contribution and shall not increase the Capital Account of the Requesting Member. In addition, any costs and expenses attributable to any disposition of Products apportioned between the Members in accordance with the last sentence of Section 7.3(b), rather than in accordance with Section 7.3(a), shall be apportioned between the Members in accordance with their relative interests in the Products being separately disposed of.

(d)           If a Member either (i) fails to contribute to an adopted Program and Budget that provides for Capital Contributions for operating costs, or (ii) fails to make required Capital Contributions for operating costs under Section 3.6, then the Manager may recover from amounts otherwise distributable to such Member such amounts as are necessary to pay that Member’s share of the operating costs, and shall treat the amounts so recovered as having been distributed to the Member and contributed by the Member to the Company as otherwise required. In the event of such action, the Non-Contributing Member’s Interest shall not be reduced under Section 3.6(c) unless and only to the extent that the amounts so recovered are insufficient to pay that Member’s share of operating costs. For purposes of this Section 7.3(d), “operating costs” shall not include any capital expenditures, other than replacement capital costs.

ARTICLE VIII 

TRANSFERS AND ENCUMBRANCES
OF INTERESTS

8.1          Restrictions on Transfer. Except for Permitted Transfers, Permitted Encumbrances and Permitted Interest Encumbrances, no Member shall Transfer or create an Encumbrance on all or any part of its Interest. Any attempted Transfer of, or creation of an Encumbrance on, all or any portion of an Interest not in accordance with the terms of this ARTICLE VIII shall be null and void and of no legal effect.

8.2          Permitted Transfers and Permitted Interest Encumbrances.

(a)           To the extent not otherwise prohibited under Section 8.3, the following Transfers (“Permitted Transfers”) are permitted:

(i)            A Member may Transfer all or any portion of its Interest to an Affiliate of such Member without the approval of the other Member or the Manager or any other Person;

(ii)           A Member may Transfer all or any portion of its Interest to the other Member without the approval of the Manager or any other Person;

(iii)          A Member may Transfer all or any portion of its Interest to any Person with the written approval of the other Member, which approval may be withheld at the other Member’s sole discretion; and

(iv)          A Member may Transfer all or any portion of its Interest to any Person without the approval of the other Member or the Manager or any other Person; provided that such Member complies with the provisions of Section 8.4.

(b)           To the extent not otherwise prohibited under Section 8.3, a Member may create an Encumbrance on all or any portion of its Interest only with the prior written approval of the other Member, which approval may be withheld at the other Member’s discretion (“Permitted Interest Encumbrances”).

(c)           Notwithstanding that Permitted Interest Encumbrances are permitted, any transferee in connection with the foreclosure or a Transfer or power of sale in lieu of foreclosure of any Permitted Interest Encumbrance shall be subject to all of the provisions of this Agreement, and shall not be admitted to the Company as a substitute Member except as provided in Section 8.7.

8.3          Additional Limitations on Transfers and Encumbrances. Notwithstanding Section 8.2: 

(a)           If a Transfer is made that causes the termination of the Company as a partnership for Federal income tax purposes, the transferring Member and the transferee shall jointly and severally indemnify, defend and hold harmless the other Member and its Member Indemnified Parties from and against any and all Adverse Consequences arising from such tax termination;

(b)           No Transfer permitted by this ARTICLE VIII shall relieve the transferring Member of its share of any liability, whether accruing before or after such Transfer, that arises out of Operations conducted before such Transfer, including as provided in Section 4.4;

(c)           The transferring Member and the transferee shall bear all tax consequences of any Transfer;

(d)           If a Member Transfers less than all of its Interest, the transferring Member and its transferee shall thereafter act and be treated as one (1) Member, with the Member with the greater Interest hereby appointed the agent and attorney-in-fact of the Member with the lesser Interest with respect to the exercise of all rights to vote, consent, approve or otherwise make any decisions with respect to the management or Operations or the Company;

(e)           No Member shall create an Encumbrance on all or any portion of an Interest or any economic interest therein, unless the Encumbrance expressly is subordinate to the terms of any pledge or security interest of the Interest or portion thereof that secures or is contemplated by this Agreement to secure in the future any obligation of the Company to any third party lenders, including any Project Financing; and

(f)            Only United States currency shall be used for Transfers for consideration.

8.4          Right of First Refusal; Tag Along Right.

(a)           Except for Permitted Transfers described in Section 8.2(a)(i) through 8.2(a)(iii), if a Member (the “Selling Member”) receives a bona fide offer (an “Offer”) from a third party (a “Potential Acquiror”) to acquire the Selling Member’s entire Interest, and the Selling Member desires to accept the Offer, then the Selling Member may not accept the Offer until the Selling Member first provides notice of the Offer (an “Offer Notice”) to the other Member (the “Notified Member”) describing the Offer, including the proposed purchase price (the “Offered Price”) and all of the other proposed terms and conditions of the Offer (the “Offered Terms”).

(b)           The Notified Member shall have the following rights for a period of twenty (20)  Business Days after receipt of an Offer Notice, which rights may be elected by providing notice of election to the Selling Member within such twenty (20) Business Day period:

(i)            elect to purchase all, but not less than all, of the Selling Member’s Interest for the Offered Price and on the other Offered Terms (the “ROFR”), or

(ii)           elect to participate in the sale to the Potential Acquiror by selling all of the Notified Member’s Interest to the Potential Acquiror on identical terms and conditions to those set forth in the Offer (the “Tag Along Right”). 

(c)           If the Notified Member timely elects to exercise the ROFR, the parties shall close the sale of the Selling Member’s Interest for the Offered Price and on the Offered Terms on the later of (i) fifty (50) Business Days after the Selling Member provides the Offer Notice, or (ii) five (5) Business Days after the receipt of all required consents and approvals, if any, with respect to such Transfer from all Governmental Authorities.

(d)           If the Notified Member timely elects to exercise the Tag Along Right, the Selling Member shall have one hundred and twenty (120) days to consummate the sale of the Selling Member’s Interest and the Notified Member’s Interest to the Potential Acquiror. The Notified Member’s election to exercise the Tag Along Right shall be irrevocable during such one hundred and twenty (120)-day period, and the Notified Member shall be bound and obligated to consummate the Transfer on terms identical to those set forth in the Offer. Consideration received from the Transfer will be apportioned to the Selling Member and the Notified Member pro rata in proportion to their respective Interests Transferred.

(e)           If the Notified Member does not elect to exercise the ROFR or the Tag Along Right, or the Notified Member fails to close the purchase of the Selling Member’s Interest pursuant to the ROFR within the time period specified above, the Selling Member may accept the Offer and Transfer its Interest to the Potential Acquiror during the later of (1) the ninety (90)-day period after the expiration of such twenty (20) Business Day election period, or (2) if the Notified Member elects to purchase but fails to close within the time period specified above, the ninety (90)-day period after the expiration of such period. If the Selling Member does not sell its Interest in accordance with the terms described above within the foregoing ninety (90)-day period, the Selling Member shall again afford the Notified Member the ROFR and the Tag Along Right in this Section 8.4 with respect to subsequent bona fide offers from a third party to sell, assign or dispose of the Selling Member’s Interest.

8.5          Drag Along Right.

(a)           If a Member holding a majority of the Interests in the Company (the “Majority Member”) proposes to sell its entire Interest to a third party that is not an Affiliate of the Majority Member, then the Majority Member shall have the right, but not the obligation, after delivering the Drag Along Notice in accordance with Section 8.5(b), to require that the other Member (the “Minority Member”) to participate in such sale on the same terms and conditions as the Majority Member, as set forth in the applicable Drag Along Notice (the “Drag Along Right”).

(b)           The Majority Member will exercise the Drag Along Right by delivering a written notice (the “Drag Along Notice”) to the Minority Member no later than twenty (20) Business Days prior to the closing date of the proposed sale. The Drag Along Notice must set forth the purchase price and material terms of the sale. The delivery by the Majority Member of the Drag Along Notice will bind the Minority Member to sell its entire Interest under terms and conditions identical to those pursuant to which the Majority Member proposes to sell its Interest.

(c)           Consideration received from the sale will be apportioned to the Majority Member and the Minority Member pro rata in proportion to their respective Interests sold. 

(d)          Where multiple Members propose to jointly sell their Interests, and such Members’ Interests represent a majority of the Interests of the Company, then such Members may collectively exercise the Drag Along Right and shall be jointly considered the “Majority Member” for purposes of this Section 8.5.

8.6          Changes of Control.

(a)           Neither Member may enter into any transaction with a third party (the “COC Acquiror”) resulting in a Change of Control of such Member (a “Proposed COC Transaction”) unless such Member (the “Offering Member”) offers to sell its entire Interest to the other Member (the “Receiving Member”). The Offering Member shall promptly notify the Receiving Member in writing (the “COC Notice”) of the Offering Member’s intention to enter into a Proposed COC Transaction. The Offering Member and the Receiving Member shall then negotiate in good faith the terms of sale of the Offering Member’s Interest, which terms must be mutually agreed between the Offering Member and the Receiving Member within thirty (30) days after the Receiving Member receives the COC Notice. If the Offering Member and the Receiving Member are unable to agree on the terms of sale within such thirty (30)-day period, then the Offering Party will have one hundred and twenty (120) days to close the Proposed COC Transaction. If the Offering Member does not close the Proposed COC Transaction within the foregoing one hundred and twenty (120)-day period, the Offering Member shall not enter into any Proposed COC Transaction until it has again complied with the requirements of this Section 8.6.

(b)           Neither Member may enter into any transaction resulting in a Change of Control unless the COC Acquiror, as a condition to closing such transaction, agrees in writing to execute a counterpart to this Agreement and assume and perform all obligations of the Member to whom the Change of Control applies (the “COC Member”). Upon the occurrence of a Change of Control in violation of this Section 8.6(b), the Member that is not subject to the Change of Control may deliver notice in writing to the COC Member stating that the Change of Control of the COC Member violated this Section 8.6(b), and unless the violation has been remedied within ten (10) Business Days after the COC Member’s receipt of such notice, all rights of the COC Member under this Agreement will be automatically suspended until such time as the COC Acquiror complies with the requirements of this Section 8.6(b).

8.7          Substitution of a Member.

(a)           Except as provided in Section 8.7(c), no transferee (by conveyance, foreclosure, operation of Law or otherwise) of all or any portion of an Interest shall become a substituted Member without the unanimous approval of the Representatives of the Management Committee, which approval may be withheld in the sole discretion of each such Representative. A transferee of an Interest that receives unanimous approval to become a Member shall succeed to all of the rights and interest of his transferor in the Company. A transferee of a Member that does not receive unanimous approval to become a Member shall not become a Member and shall have no rights under this Agreement or the Act applicable to a Member.

(b)           Except as provided in Section 8.7(c), if a Member shall be dissolved, merged or consolidated, its successor in interest shall have the same obligations and rights to profits or other compensation that such Member would have had if it had not been dissolved,

merged or consolidated, except that the representative or successor shall not become a substituted Member without the unanimous approval of the Representatives of the Management Committee, which approval may be withheld in the sole discretion of each such Representative. Such a successor in interest that receives unanimous approval to become a Member shall succeed to all of the rights and interests of his predecessor in the Company. A successor in interest that does not receive unanimous approval to become a Member shall not become a Member and shall have no rights under this Agreement or the Act applicable to a Member.

(c)           Notwithstanding Sections 8.7(a) and (b), subject to compliance with Sections 8.3, 8.7(d), 8.8 and 8.9, a transferee of all or a portion of an Interest in connection with a Permitted Transfer shall automatically be admitted to the Company as a substituted Member with respect to the transferred interest without the consent of any other Member or the Management Committee.

(d)           No Transfer of any interest in the Company otherwise permitted under this Agreement, including a Permitted Transfer, shall be effective for any purpose whatsoever until the transferee shall have assumed the transferor’s obligations to the extent of the interest Transferred, and shall have agreed to be bound by all the terms and conditions of this Agreement, by written instrument in form and substance reasonably satisfactory to the non-transferring Members.

(e)           Upon the unanimous determination of the Management Committee that a transferee or the successor or representative of a Member has met the requirements for admission as a Member, the Manager shall have the authority and duty to amend this Agreement and to execute on behalf of the Members and the Company such amendments and other documents to the extent necessary to reflect the admission of such transferee as a substituted Member.

(f)            Upon the admission of a transferee as a substituted Member, the transferor shall have no further obligations under this Agreement with respect to that portion of its Interest Transferred to the transferee; provided, that no Member or former Member shall be released, either in whole or in part, from any liability of such Member to the Company or the other Members under this Agreement or otherwise relating to periods through the date of such Transfer (whether as the result of a voluntary or involuntary Transfer) or any obligation that under Section 11.13 survives the Transfer of all or any portion of a Member’s Interest, unless each other Member agrees in writing to any such release.

8.8          Conditions to Substitution. As conditions to its admission as a Member, an assignee, transferee or successor of a Member shall (a) execute and deliver any instruments, in form and substance satisfactory to the non-transferring Members, as the non-transferring Members reasonably request, and (b) pay all reasonable expenses in connection with its admission as a substituted Member.

8.9          Admission as a Member. No Person shall be admitted to the Company as a Member unless either (a) the Interest or part thereof acquired by such Person has been registered under the Securities Act, and any applicable state securities Laws or (b) the Company has received a favorable opinion of the transferor’s legal counsel or of other legal counsel acceptable to the non-transferring Members to the effect that the Transfer of the Interest to such Person is exempt from registration under those Laws. The non-transferring Members, however, may waive the requirements of this Section 8.9.

8.10        Economic Interest Holders. A transferee or successor to all or any portion of an Interest that is not admitted as a substituted Member of the Company shall be subject to all of the economic and non-economic obligations of a Member under this Agreement, including obligations to make Capital Contributions and reimbursement obligations, but shall not have any of the non-economic rights of a Member under this Agreement. For clarity, the non-economic rights of a Member include, without limitation, rights to vote, consent or approve matters under this Agreement, inspection rights, audit rights, rights to indemnification, and all rights to make any claims or demands against the Company, any Member or the Manager under this Agreement, the Act or otherwise. Each Member, by execution of this Agreement, acknowledges and agrees that any of its transferees or successors that is not admitted as a substituted Member of the Company shall be bound by this Section 8.10 and the other provisions of this Agreement.

ARTICLE IX

RESIGNATION, DISSOLUTION AND LIQUIDATION

9.1          Resignation. A Member may resign from the Company only pursuant to the provisions of this Section 9.1.

(a)           Voluntary Resignation. Any Member may resign from the Company for any reason or no reason effective as of the end of the then current Program and Budget period by giving notice to the other Member not later than sixty (60) days before the end of such Program and Budget period. Upon such resignation, the resigning Member shall, subject to and in accordance with Section 9.1(b), relinquish to the Company its entire Interest, free and clear of Encumbrances created by, through or under the resigning Member, for no consideration whatsoever, other than the rights of such Member that under Section 11.13 expressly survive the resignation of a Member.

(b)          Actions Upon Resignation. Upon the resignation of a Member, or the relinquishment of a Member’s Interest, the Member shall execute and deliver such instruments of assignment and conveyance, conveying its Interest to the Company (or to a designee of the Company designated by the other Member, which may include the other Member or its Affiliates) as the other Member reasonably requests.

9.2          Non-Compete Covenant. A Member that has resigned or is deemed to have resigned or that has relinquished its Interest under Section 9.1, shall not, and shall cause its Affiliates not to, directly or indirectly acquire any interest in property within the Area of Interest for twenty-four (24) months after the effective date of the resignation, deemed resignation, or relinquishment. If such former Member, or any Affiliate of such former Member, breaches this Section 9.2, such former Member shall or shall cause its Affiliate to offer to convey to the Company (or any other Person designated by the Company), without cost, any such property or interest so acquired. Such offer shall be made in writing and may be accepted by the Company at any time within thirty (30) days after its receipt by the Company. In addition to any other remedies provided by this Agreement and applicable Law, each Member agrees that the Company (or any remaining Member, on behalf of the Company), may enforce this Section 9.2 through such legal or equitable remedies, including an injunction, as a court of competent jurisdiction shall allow without the necessity of proving actual damages or bad faith, and each Member waives, and shall cause its Affiliates to waive, any claim or defense that the Company (or any remaining Member, on behalf of the Company) has an adequate remedy at law and any requirement for the securing or posting of any bond in connection with such equitable remedy.

9.3          Dissolution. The Company shall be dissolved only upon the unanimous agreement of the Members.

9.4          Liquidation.

(a)           Liquidator. Promptly after the dissolution of the Company, the Management Committee shall appoint in writing one (1) or more liquidators (who may be a Member or the Manager) who shall have full authority to wind up the affairs of the Company and to make a final distribution as provided in this Agreement. The liquidator shall continue to conduct Operations with all of the power and authority of the Management Committee and the Manager. Without limiting the previous sentence, the liquidator shall have the power and authority to complete any transaction and satisfy any obligation, unfinished or unsatisfied, at the time of dissolution, if the transaction or obligation arises out of Operations before the time of dissolution. The liquidator shall have the power and authority to grant or receive extensions of time or change the method of payment of an already existing liability or obligation, prosecute and defend actions on behalf of the Company, encumber Assets, and take any other reasonable action in any matter with respect to which the Company continues to have, or appears or is alleged to have, an interest or liability.

(b)           Steps of Liquidator. The steps to be accomplished by the liquidator are as follows:

(i)            As promptly as possible after dissolution, the liquidator shall cause a proper accounting to be made of the Company’s assets, liabilities and Operations through the last day of the month in which the dissolution occurs.

(ii)           The liquidator shall pay all the debts and liabilities of the Company or otherwise make adequate provision for such debts and liabilities (including, the establishment of a cash escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine) to the extent required by the Act.

(iii)          The liquidator shall then by payment of cash or property (at the election of the liquidator, and, in the case of property, valued under Section 5.3 of Exhibit C) distribute to the Members such amounts or property as are required to distribute all remaining amounts or property to the Members in accordance with Section 7.2.

(c)           Distributions in Liquidation. In connection with the liquidation of the Company, those Members that agree in writing may be distributed in-kind undivided interests in the Assets of the Company. For purposes of this Section 9.4, a distribution of an asset or an undivided interest in an asset in-kind to a Member shall be considered a distribution of an amount equal to the fair market value of such asset or undivided interest as determined under Section 5.3 of Exhibit C. Each Member shall have the right to designate another Person to receive any property that otherwise would be distributed in kind to that Member under this Section 9.4. Any real property, including any mineral interests, distributed to the Members shall be conveyed by special warranty deed subject to all Encumbrances, contracts and commitments then in effect with respect to such property, which shall be assumed by the Members receiving such real property. The distribution of cash or property to the Members in accordance with the provisions of this Section 9.4 shall constitute a complete return to the Members of their respective Capital Contributions and a complete distribution to the Members of their respective interests in the Company and all Company property. Without limiting the provisions of this Agreement that under Section 11.13 survive the termination of the Company, no Member shall have any obligation to contribute to the Company or pay to any other Member any deficit balance in such Member’s Capital Account.

(d)           Compliance with Laws; Timing. Except as expressly provided herein, the liquidator shall comply with any applicable requirements of the Act and all other applicable Laws pertaining to the winding up of the affairs of the Company and the final distribution of its assets. Liquidation of the Company shall be completed within the time limits imposed by Treasury Regulations section 1.704-1(b)(2)(ii) and Treasury Regulations section 1.704-1(b)(2)(ii)(g).

9.5          Termination. Upon the completion of the distribution of the Company’s Assets as provided in Section 9.4, the Company shall be terminated and the liquidator shall file a certificate of cancellation of the certificate of formation of the Company and shall take such other actions as may be necessary to terminate the existence of the Company.

ARTICLE X 

AREA OF INTEREST; ABANDONMENT

10.1       Acquisitions Within Area of Interest.

(a)           General. Except as provided in this Section 10.1, no Member or former Member shall, or permit any of its Affiliates to, acquire any interest or right to acquire any interest in any real property, minerals or water rights relating to real property wholly or partially within the Area of Interest (collectively, “Covered Real Property”), either directly or indirectly, alone, or as a member, partner, stockholder or other investor in any Person, at any time until the earlier of (i) the termination of the Company and (ii) the date that is twenty-four (24) months after the date that such Person no longer is a Member in the Company for any reason. In addition to any other remedies provided by this Agreement and applicable Law, each Member agrees that the Company (or any Member, on behalf of the Company), may enforce this Section 10.1 through such legal or equitable remedies, including an injunction, as a court of competent jurisdiction shall allow without the necessity of proving actual damages or bad faith, and each Member waives, and shall cause its Affiliates to waive, any claim or defense that the Company (or any remaining Member, on behalf of the Company) has an adequate remedy at law and any requirement for the securing or posting of any bond in connection with such equitable remedy.

(b)           Notice to Other Member. Within ten (10) days after the acquisition by any Member (the “Acquiring Member”) or any Affiliate of the Acquiring Member of any Covered Real Property (excluding Covered Real Property acquired by or on behalf of the Company under a Program), the Acquiring Member shall provide notice to the other Member of such acquisition. The Acquiring Member’s notice shall describe in detail the terms of the acquisition (including the associated costs), the Covered Real Property subject to the acquisition, whether or not the Acquiring Member believes the acquisition of the Covered Real Property by the Company is in its best interests, and the reasons for its conclusions. In addition to the notice, the Acquiring Member shall make any and all information concerning the Covered Real Property and the terms of the acquisition available for inspection by the other Member. Any acquisition contracts by which any Covered Real Property is acquired shall include provisions allowing for the transfer of the Covered Real Property to the Company without the consent of any counterparty thereto or any other third party.

(c)           Option Exercised. If, within twenty (20) days after receiving the Acquiring Member’s notice, the other Member provides notice to the Acquiring Member that it elects to participate in the Covered Real Property, the Acquiring Member shall, or shall cause its Affiliate to, convey to the Company (or to the other Member or another entity as mutually agreed by the Members), by special warranty deed, its entire interest or right to acquire the Covered Real Property (or if to the other Member, a proportionate undivided interest in the Covered Real Property based on the Interests of the Members), free and clear of all Encumbrances arising by, through or under the Acquiring Member and its Affiliates, other than those to which both Members have agreed or those Encumbrances created pursuant to the acquisition contracts by which such Covered Real Property was acquired. If conveyed to the Company, the Covered Real Property shall become a part of the Properties for all purposes of this Agreement immediately upon the notice of such other Member’s election to participate. Such other Member shall promptly pay to the Acquiring Member its proportionate share based on Interests of the Acquiring Member’s and its Affiliates’ actual out-of-pocket acquisition costs.

(d)           Option Not Exercised. If the other Member does not give notice of its election to participate within the twenty (20)-day period in Section 10.1(c), neither such other Member nor the Company shall have any interest in the Covered Real Property, and the Covered Real Property shall not be a part of the Properties or otherwise be subject to this Agreement.

10.2        Surrender or Abandonment of Property. Either Member may request that the Management Committee authorize the Manager to surrender or abandon part or all of the Properties. If the Management Committee does not authorize such surrender or abandonment after such a request, or authorizes such surrender or abandonment over the objection of a Member, subject to the terms of any Project Financing or the incurrence by the Company of any indebtedness or other contractual or legal restrictions binding on the Company, the Member that desires to retain such Properties shall be distributed such Properties without cost to such Member by special warranty deed, free and clear of all Encumbrances created by, through or under the Member that desires for such Properties to be surrendered or abandoned (but subject to any Encumbrances previously created thereon by the Company or existing at the time such Properties were acquired by the Company), which Properties the Members agree shall be assigned an agreed fair market value as of the time of distribution of zero dollars. As and to the extent provided in Section 4.4, the Member that desires to abandon or surrender such Properties shall remain liable to reimburse the acquiring Member and its Indemnified Member Parties for its share (determined by Interests as of the date of such distribution) of any Adverse Consequences with respect to such Properties, including Continuing Obligations, Environmental Liabilities and Environmental Compliance, whether accruing before or after the date of such distribution, arising out of activities before the date of such distribution.

10.3        Reacquisition. If any Properties are abandoned or surrendered by the Company (and not distributed to a Member under Section 10.2), then unless and until the earlier of (a) the dissolution, liquidation and termination of the Company, and (b) the date that is two (2) years following the date of such abandonment or surrender, neither Member nor any Affiliate of a Member shall acquire any interest in such Properties or a right to acquire such Properties. If a Member reacquires or permits any of its Affiliates to reacquire any Properties in violation of this Section 10.3, the other Member may elect by written notice to the reacquiring Member within forty-five (45) days after it has actual notice or knowledge of such reacquisition, to have such Properties contributed to the Company. If such an election is made, the reacquired Properties shall thereafter again be treated as Properties of the Company under this Agreement, and the costs of reacquisition shall be borne solely by the Member required to contribute such Properties to the Company, but shall not be credited to the Contribution Account or the Capital Account of the contributing Member, or taken into account for purposes of calculating the Members’ respective Interests.

ARTICLE XI

MISCELLANEOUS

11.1        Confidentiality.

(a)           Subject to Section 11.1(b), each Member and the Manager shall keep confidential and not use, reveal, provide or transfer to any third party any Confidential Information that it obtains or has obtained concerning the Company or the other Member without the prior written consent of the other Member, which consent shall not be unreasonably withheld or delayed, except (i) to the extent that disclosure to a third party is required by Law, (ii) information that, at the time of disclosure, is generally available to the public (other than as a result of a breach of this Agreement or any other confidentiality agreement to which such Person is a party or of which it has knowledge), as evidenced by generally available documents or publications, and (iii) information that was in the disclosing party’s possession before the Effective Date (as evidenced by appropriate written materials) and was not acquired directly or indirectly from the Company or the other Member (including in its capacity as the Manager).

(b)           Notwithstanding Section 11.1(a), Confidential Information may be disclosed without consent to (i) a consultant, contractor, subcontractor, officer, director or employee of the Company, the Manager or any Member or any of their respective Affiliates that has a bona fide need to be informed of the Confidential Information, (ii) any third party to whom the disclosing Member or Manager contemplates a Transfer of all or any part of its Interest or the Assets, (iii) any actual or potential lender, underwriter or investor for the sole purpose of evaluating whether to make a loan to or an investment in the disclosing Member or the Company, or (iv) in connection with a press release or public announcement under Section 11.2.

(c)           As to any disclosure under clause (i), (ii) or (iii) of Section 11.1(b), (i) the disclosing Member or Manager shall give notice to the other Member concurrently with the making of the disclosure, (ii) only such Confidential Information as the recipient has a legitimate business need to know shall be disclosed, (iii) the recipient shall first agree in writing to protect the Confidential Information from further disclosure to the same extent as the Members and the Manager are obligated under this Section 11.1, and (iv) the disclosing Member or Manager shall be responsible and liable for any use or disclosure by any such recipient that would constitute an impermissible use or disclosure by the disclosing Member or Manager.

(d)           A Member or Manager shall continue to be bound by this Section 11.1 until the earlier of (i) the date that is two (2) years after the cancellation of the certificate of formation of the Company (notwithstanding the resignation or deemed resignation of such Member or Manager or the Transfer by such Member of its entire Interest), and (ii) the date that is two (2) years after the resignation or deemed resignation of such Member or Manager or, in the case of a Member, the Transfer by such Member of its entire Interest; provided that with respect to any Confidential Information that constitutes “trade secrets” of a Member or the Company under the Uniform Trade Secrets Act or similar applicable Laws, the provisions of this Section 11.1 shall survive indefinitely.

11.2        Public Announcements. Any Member may issue any press release or make any public disclosure concerning the Company or Operations that (a) it believes in good faith is required by applicable Law or any listing or trading agreement concerning its publicly traded securities or the publicly traded securities of any of its Affiliates, or (b) are made in the ordinary course of shareholder and stakeholder communication consistent with prior press releases of such Member or its Parent Company; provided that if a Member or any of its Affiliates intends to issue such a press release or make such a disclosure, it shall use commercially reasonable efforts to advise the other Member before issuing the press release or making the disclosure; and provided further that if a Member or any of its Affiliates intends to issue such a press release or make such a disclosure, it shall not refer to or use the name of the other Member without the prior written consent of such other Member. Except as provided in the previous sentence, neither the Company, any Member, the Manager, nor any of their respective Affiliates, shall issue any press release or make any public announcement relating to the Company or Operations without the prior written approval of all of the Members.

11.3        Notices. All notices to the Members or the Manager shall be in writing to the applicable address on the signature page to this Agreement and shall be given (i) by personal delivery or recognized international overnight courier, (ii) by electronic communication, with a confirmation sent by registered or certified mail return receipt requested, or (iii) by registered or certified mail return receipt requested. All notices shall be effective and shall be deemed delivered (a)   if by personal delivery or by overnight courier, on the date of delivery if delivered before 5:00 p.m. local destination time on a Business Day, otherwise on the next Business Day after delivery, (b)  if by electronic communication on the Business Day after receipt of the electronic communication, and (c) if solely by mail, on the Business Day after actual receipt. A Member or Manager may change its address by notice to the other Members.

11.4        Headings. The subject headings of the Articles, Sections and subsections of this Agreement and the Exhibits to this Agreement are included for purposes of convenience only and shall not affect the construction or interpretation of any of their provisions. 

11.5       Waiver. Except for waivers specifically provided for in this Agreement, rights under this Agreement may not be waived except by an instrument in writing signed by the Member or Manager to be charged with the waiver. The failure of a Member or the Manager to insist on the strict performance of any provision of this Agreement or to exercise any right, power or remedy upon a breach of this Agreement shall not constitute a waiver of any provision of this Agreement or limit the Member’s or the Manager’s rights thereafter to enforce any provision or exercise any right.

11.6        Amendment. Except for (a) amendments executed by the Manager in connection with the admission of additional or substituted Members under Sections 2.6 or 8.7(e), and (b)  deemed amendments under Section 11.7, notwithstanding the definition of “limited liability company agreement” contained in section 18-101(7) of the Act or any other contrary provision of the Act, no amendment, restatement, modification, or supplement of or to this Agreement shall be valid or shall constitute part of the “limited liability company agreement” of the Company unless it is made in a writing duly executed by each Member or at least one (1) Representative of each Member, which writing specifically indicates that it is amending, restating, modifying or supplementing this Agreement. To the extent reasonably possible, minutes, resolutions and consents of the Management Committee that are executed or approved by at least one (1) Representative of each Member shall be read in a manner consistent with this Agreement. To the extent of any irreconcilable conflict between any provision of this Agreement and any such minutes, resolutions or consents, this Agreement shall control. Under no circumstances shall any consent or approval of the Management Committee that is not executed or approved by each Member or at least one (1) Representative of each Member amend, restate, modify or supplement this Agreement.

11.7       Severability. If at any time any covenant or provision contained in this Agreement is deemed in a final, non-appealable ruling of a court or other body of competent jurisdiction to be invalid or unenforceable, such covenant or provision shall be considered divisible and shall be deemed immediately amended and reformed to include only such portion of such covenant or provision as such court or other body has held to be valid and enforceable. Such covenant or provision, as so amended and reformed, shall be valid and binding as though the invalid or unenforceable portion had not been included in this Agreement.

11.8       Force Majeure. Except for any obligation to make Capital Contributions or other payments when due under this Agreement, the obligations of a Member or the Manager shall be suspended to the extent and for the period that performance is prevented in whole or in part by a Force Majeure Event. The affected Member or Manager shall promptly give notice to the other Member of the Force Majeure Event and the suspension of performance, stating in the notice the nature of and the reasons for the Force Majeure Event and its estimated duration. The affected Member or Manager shall resume performance as soon as reasonably possible.

11.9        Rules of Construction. Each Member, Manager or other party to or bound by this Agreement acknowledges that it has been represented by counsel during the negotiation, preparation and execution of this Agreement or the acquisition of its Interest or other interest in the Company. Each such party therefore waives the application of any Law or rule of construction providing that ambiguities in an agreement or other document shall be construed against the drafter of the agreement or document.

11.10      Governing Law. This Agreement, and the rights and liabilities of the Members under this Agreement, shall be governed by and interpreted in accordance with the Laws of the State of Delaware, except for its rules as to conflicts of Laws that would apply the Laws of another state.

11.11     Waiver of Jury Trial; Consent to Jurisdiction. THE PARTIES TO AND BOUND BY THIS AGREEMENT HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING, WHETHER NOW EXISTING OR ARISING IN THE FUTURE, ARISING UNDER OR RELATING TO THIS AGREEMENT OR OTHERWISE RELATING TO THE COMPANY OR OPERATIONS, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. EACH SUCH PARTY AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS SECTION 11.11 WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT IRREVOCABLY TO WAIVE A TRIAL BY JURY. Each party to or bound by this Agreement agrees and consents to be subject to the non-exclusive jurisdiction of the Delaware Court of Chancery and the appellate courts sitting in the State of Delaware in any action or proceeding seeking to enforce any provision of or based on any right arising under or relating to this Agreement or otherwise relating to the Company or Operations.

11.12      Further Assurances. Each Member and the Manager agrees to take from time to time such actions and execute such additional instruments as may be reasonably necessary or convenient to implement and carry out the intent and purpose of this Agreement.

11.13     Survival.

(a)           Resignation, Relinquishment, Redemption and Transfer. After the resignation or deemed resignation of a Member, the relinquishment or redemption of a Member’s Interest, or the Transfer by a Member of its entire Interest in the Company, such former Member shall have no further rights or obligations as a Member of the Company relating to periods after the date of the resignation, deemed resignation, relinquishment, redemption or Transfer; provided, that after such resignation, deemed resignation, relinquishment, redemption or Transfer, such former Member shall (i) not be released, either in whole or in part, from any liability of such Member to the Company or the other Members under this Agreement or otherwise relating to periods through the date of such resignation, deemed resignation, relinquishment, redemption or Transfer, unless each other Member agrees in writing to any such release, (ii) remain liable to each other Member and former Member and their respective Indemnified Member Parties for its reimbursement and indemnification obligations under Sections 4.3 and 4.4, and (iii) shall continue to have the right to enforce the indemnification and reimbursement obligations of the Company, the other Members and the former Members under Sections 4.2, 4.3 and 4.4 with respect to actions, omissions or events occurring before the date of such resignation, deemed resignation, relinquishment, redemption or Transfer, notwithstanding any amendment, restatement, modification or supplement to this Agreement adopted after the date of such resignation, deemed resignation, relinquishment, redemption or Transfer that attempts to limit or restrict such rights.

(b)          Dissolution, Liquidation and Termination. After the dissolution, liquidation and termination of the Company, (i) each Person that was a Member as of the date of the dissolution of the Company shall be entitled to copies of all information acquired by or on behalf of the Company on or before the date of termination and not previously furnished to such Person, (ii)  if any former Member continues to own all or any portion of the Properties, each Person that was a Member as of the date of dissolution of the Company shall continue to have rights of ingress and egress to such Properties for purposes of ensuring Environmental Compliance, and (iii) each former Member (regardless whether such Person was a Member as of the date of the dissolution of the Company) shall remain liable for (A) its indemnification and reimbursement obligations under Sections 4.3 and 4.4, subject to Section 4.5, and (B) its Capital Contribution obligations under Sections 3.3 and 3.5, but only in the case of this clause (B) to the limited extent provided in Section 5.6(e).

(c)           Survival of Provisions. The provisions of this Agreement shall survive any event described in Sections 11.13(a) and 11.13(b) to the fullest extent necessary for the enforcement of such provisions and the protection of the Members, the Manager or other Persons in whose favor such provisions run.

11.14     No Third-Party Beneficiaries. Except to the extent specifically provided in this Agreement with respect to the Indemnified Member Parties (who are express third party beneficiaries of this Agreement solely to the extent provided in this Agreement), this Agreement is for the sole benefit of the Members, the Manager and the Representatives, and no other Person (including any creditor of the Company, the Members, the Indemnified Member Parties and the Manager), is intended to be a beneficiary of this Agreement or shall have any rights under this Agreement. Except as specifically provided in this Agreement, no Person (including any named third-party beneficiary) shall have a right to approve any amendment or modification, or waiver under, this Agreement.

11.15     Entire Agreement. This Agreement contain the entire understanding of the Members and the Manager with respect to the Company and supersede all prior agreements, understandings and negotiations relating to the subject matter of this Agreement.

11.16     Parties in Interest. This Agreement shall inure to the benefit of the permitted successors and permitted assigns of the Members and the Manager and shall be binding upon the successors and assigns of the Members and the Manager (whether or not permitted).

11.17     Counterparts. This Agreement may be executed in multiple counterparts, and all such counterparts taken together shall constitute the same document.

11.18     Rule Against Perpetuities. The Members do not intend that there shall be any violation of the Rule Against Perpetuities, the Rule Against Unreasonable Restraints on the Alienation of Property, or any similar rule. Accordingly, if any right or option to acquire any interest in the Properties, in an Interest, in the Assets, or in any real property exists under this Agreement, such right or option must be exercised, if at all, so as to vest such interest within time periods permitted by applicable rules. If, however, any such violation should inadvertently occur, the provisions of this Agreement shall be revised in such a way as to approximate most closely the intent of the Members within the limits permissible under such rules.

[Signatures on Following Pages] 

The parties have executed this Agreement on the dates indicated below to be effective for all purposes as of the Effective Date.

	MEMBER:
	USURAN RESOURCES, INC.
P.O. Box 376	By:
West Perth, Western Australia		Andrew Ferrier
6872 Australia		President
Attn: Andrew Ferrier
andrew@globaluranium.com.au

The parties have executed this Agreement on the dates indicated below to be effective for all purposes as of the Effective Date.

	MEMBER:
	SNOW LAKE EXPLORATION (US) LTD.
360 Main St., 30th Floor	By:
Winnipeg, Manitoba, Canada	Name:	Frank Wheatley
R3C 0V1	Title:	CEO
Attention: Frank Wheatley
Email: fw@snowlakelithium.com

Acknowledged and agreed as to those provisions applicable to the Manager:

	MANAGER:
	USURAN RESOURCES, INC.
P.O. Box 376	By:
West Perth, Western Australia		Andrew Ferrier
6872 Australia		President
Attn: Andrew Ferrier
andrew@globaluranium.com.au

APPENDIX A

Defined Terms

1.               Defined Terms. As used in the Agreement, the following capitalized terms have the following meanings given:

“Accounting Procedure” means the accounting and other procedures in Exhibit B.

“Act” means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq.

“Adverse Consequences” mean with respect to a Person, claims, actions, causes of action, damages, losses, liabilities, obligations, penalties, judgments, amounts paid in settlement, assessments, costs, disbursements and expenses (including reasonable attorneys’ fees and costs, experts’ fees and costs, and consultants’ fees and costs) of any kind or nature against, suffered or incurred by the Person, including, if the Person is a Member, any of the foregoing suffered or incurred by the Company to the extent funded by Capital Contributions of the Member to the Company, but excluding any diminution in the value of the Company or its Assets or any Interest.

“Affiliate” means with respect to a Person, any other Person that directly, or indirectly through one (1) or more intermediaries, Controls, is Controlled by or is under common Control with, the subject Person. Notwithstanding the previous sentence, the Company shall not be considered an Affiliate of either Member or any of their respective Affiliates.

“Affirmative Mining Decision” means an affirmative vote of the Management Committee pursuant to Section 5.2(f)(v) to undertake Mining on any portion of the Properties.

“Area of Interest” means the area described and depicted as the “Area of Interest” in Exhibit A.

“Assets” means the Properties, Products and all other real and personal property, tangible and intangible, including existing or after-acquired properties, and all contract rights, in each case held by the Company.

“Budget” means a detailed estimate of all costs to be incurred and a schedule of Capital Contributions to be made by the Members with respect to a Program.

“Business” means the conduct of the business of the Company in furtherance of the purposes stated in Section 2.3 and in accordance with this Agreement.

“Business Account” means the account maintained by the Manager for the Company in accordance with the Accounting Procedure.

“Business Day” means any day on which federally chartered banks are generally open for business in Wyoming.

“Business Plan” means the business plan for the Company agreed by the Members attached as Exhibit F.

“Capital Account” means the capital account maintained for each Member in accordance with Treasury Regulations section 1.704-1(b)(2)(iv).

“Capital Contribution” means, with respect to a Member, the sum of (a) the dollar amounts of any cash and cash equivalents contributed by the Member to the capital of the Company, plus (b) the fair market value, as agreed by all of the Members, or if they cannot agree, as determined by the Management Committee, of any property (other than cash or cash equivalents) contributed by the Member to the capital of the Company (net of liabilities secured by the contributed property that the Company is considered to assume or take subject to). In the context of a proposed or adopted Program and Budget, Capital Contribution means the proposed or actual amount of capital that each Member is required to contribute to the Company from time to time to fund the Program and Budget.

“Change of Control” means, with respect to a Member, (a) the failure at any time of the Parent Company (or in the case of a merger, conversion or consolidation under clause (b) below, the surviving or successor entity) to Control such Member, or (b) the completion of any transactions or series of transactions (including a merger, conversation, consolidation, acquisition of stock or equity securities or similar transaction) that results in the shareholders or stockholders of the Parent Company of such Member immediately prior to such transaction holding less than fifty percent (50%) of the capital stock or the voting power of the Parent Company (or in the case of a merger, conversation or consolidation, the surviving or successor entity in any such transaction or series of transactions).

“Code” means the Internal Revenue Code of 1986.

“Company” means Powder River Basin LLC, the Delaware limited liability company governed by this Agreement.

“Confidential Information” means all information, data, knowledge and know-how (including formulas, patterns, compilations, programs, devices, methods, techniques and processes) provided by the Company, a Member or the Manager, any of their respective Affiliates, or any of their respective employees or agents, to any of the foregoing that either (a) derive independent economic value, actual or potential, as a result of not being generally known to, or readily ascertainable by, third parties and that are the subject of efforts that are reasonable under the circumstances to maintain their secrecy, or (b) that are designated by the providing Person as confidential, in each case including all analyses, interpretations, compilations, studies and evaluations based on the information, data, knowledge and know-how that are generated or prepared by or on behalf of the recipient of the information, data, knowledge or know-how.

“Continuing Obligations” means obligations or responsibilities that are reasonably expected to or actually continue or arise after Operations on a particular area of the Properties have ceased or are suspended, such as future monitoring, stabilization, or Environmental Compliance.

“Contributed Capital” means the aggregate amount of Capital Contributions made by each Member to the Company; provided, however, that for purposes of determining Contributed Capital (but not for purposes of maintaining the Capital Accounts) after an election under Section 3.6(c) or Section 3.6(b)(iv)(A), (i) the Contributed Capital of the Non-Defaulting Member shall be increased by (A) the Default Amount; multiplied by (B) the Default Dilution Multiple, and (ii) the Contributed Capital of the Delinquent Member shall be decreased by (A) the amount calculated in clause (i) above; minus (B) the Default Amount. In the case of an election under Section 3.6(b)(iv)(A), the Default Amount shall equal the unpaid portion of the Default Loan and all accrued and unpaid interest. The amount contributed on behalf of the Delinquent Member by the Non-Defaulting Member is not intended to affect the Members’ Capital Accounts.

“Control” means (a) when used as a verb, (i) with respect to an entity, the ability, directly or indirectly through one (1) or more intermediaries, to direct or cause the direction of the management and policies of the entity through the legal or beneficial ownership of voting securities or the right to appoint managers, directors or corporate management, or by contract, operating agreement, voting trust or otherwise, and (ii) with respect to a natural person, the actual or legal ability to control the actions of another, through family relationship, agency, contract or otherwise, and (b) when used as a noun, an interest that gives the holder the ability to exercise any of the powers described in clause (a).

“Default Dilution Multiple” means (a) during the period prior to an Affirmative Mining Decision, 1.5, and (b) during the period from and after an Affirmative Mining Decision, 2.0.

“Default Rate” means a rate per annum equal to the lesser of (a) the Prime Rate plus five (5) percentage points, and (b) the maximum non-usurious rate permitted by applicable Law.

“Development” means all preparation (other than Exploration) for the removal and recovery of Products, including pre-stripping, stripping and the construction or installation of a mill, leach facilities, or any other improvements to be used for the mining, handling, milling, processing or other beneficiation of Products, and all related Environmental Compliance.

“Encumbrance” means any mortgage, deed of trust, security interest, pledge, lien, right of first refusal, right of first offer, other preferential right, profits interest, net profits interest, royalty interest, overriding royalty interest, conditional sale or title retention agreement, or other burdens of any nature.

“Environmental Compliance” means actions performed during or after Operations to comply with the requirements of all Environmental Laws or contractual commitments related to reclamation of the Properties or other compliance with Environmental Laws.

“Environmental Compliance Fund” means the account established under Section 2.14 of Exhibit B.

“Environmental Laws” means Laws aimed at reclamation or restoration of the Properties; abatement of pollution; protection of the environment; protection of wildlife, including endangered species; ensuring public safety from environmental hazards; employee health and safety; protection of cultural or historic resources; management, storage or control of hazardous materials and substances; releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes into the environment, including ambient air, surface water and groundwater; and all other Laws relating to the existence, manufacture, processing, distribution, use, treatment, storage, disposal, recycling, handling or transport of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes.

“Environmental Liabilities” means any and all Adverse Consequences (including liabilities for studies, testing or investigatory costs, cleanup costs, response costs, removal costs, remediation costs, containment costs, restoration costs, corrective action costs, closure costs, reclamation costs, natural resource damages, property damages, business losses, personal injuries, penalties or fines) that are asserted against the Company, either Member or the Manager, by any Person other than the other Members, arising out of, based on or resulting from (a) the presence, release, threatened release, discharge or emission into the environment of any hazardous materials or substances existing or arising on, beneath or above the Properties or emanating, migrating or threatening to emanate or migrate from the Properties to off-site properties, (b) physical disturbance of the environment, or (c) the violation or alleged violation of any Environmental Laws.

“Exploration” means all activities directed toward ascertaining the existence, location, quantity, quality or commercial value of deposits of Products, including drilling required after discovery of potentially commercial mineralization, and all related Environmental Compliance.

“First Production Target Period” means the one (1)-year period commencing fifth anniversary of the closing date of the Purchase Agreement.

“Force Majeure Event” means, with respect to the Manager or any Member, any cause, condition, event or circumstance, whether foreseeable or unforeseeable, beyond its reasonable control, including the following to the extent beyond its reasonable control: (a) labor disputes (however arising and whether or not employee demands are reasonable or within the power of the Member or Manager to grant), (b) the inability to obtain on reasonably acceptable terms any Permit or private license, consent or other authorization, and any actions or inactions by any Governmental Authorities that delay or prevent the issuance or granting of any Permits or other authorization required to conduct Operations beyond the reasonable expectations of the Member or Manager seeking the Permit or other authorization, including (i) the failure to complete any review and analysis required by the National Environmental Policy Act or any similar state law within forty eight (48) months of initiation of that process, and (ii) an appeal of the issuance of a Permit or authorization that revokes, suspends or curtails the right under the Permit or authorization to conduct Operations, (c) changes in Law, and instructions, requests, judgments and orders of Governmental Authorities, (d) curtailments or suspensions of activities to remedy or avoid an actual or alleged, present or prospective violation of Environmental Laws, (e) acts of terrorism, acts of war, and conditions arising out of or attributable to terrorism or war, whether declared or undeclared, (f) riots, civil strife, insurrections and rebellions, (g) fires, explosions and acts of God, including earthquakes, storms, floods, sink holes, droughts and other adverse weather conditions, (h)  existing or future epidemics or pandemics, (i) delays and failures of suppliers to supply, or of transporters to deliver, materials, parts, supplies, services or equipment, (j) contractors’ or subcontractors’ shortage of, or inability to obtain, labor, transportation, materials, machinery, equipment, supplies, utilities or services, (k) accidents, (l) breakdowns of equipment, machinery or facilities, (m) actions by native rights groups, environmental groups, or other similar special interest groups, and (n) other causes, conditions, events and circumstances, whether similar or dissimilar to the foregoing, beyond its reasonable control.

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

“Governmental Authority” means any domestic or foreign national, regional, state, tribal, or local court, governmental department, commission, authority, central bank, board, bureau, agency, official, or other instrumentality exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of or pertaining to government.

“Governmental Fees” means all location fees, mining claim rental fees, mining claim maintenance payments, recording or filing fees and other payments required by Law to be paid to any Governmental Authority to locate or maintain any licenses, permits, unpatented mining claims, concessions, fee lands, mining leases, surface leases or other tenures included in the Properties.

“Initial Contribution” means the Capital Contribution that each Member has made or agrees to make under Section 3.2.

“Insolvency Event” means, with respect to a Person, the occurrence of any of the following events: (a) a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for a substantial part of the Person’s assets is appointed and the appointment is neither made ineffective nor discharged within sixty (60) days after the making thereof, or the appointment is consented to, requested by, or acquiesced in by the Person, (b) the Person commences a voluntary case, or consents to the entry of any order for relief in an involuntary case, under any applicable bankruptcy, insolvency or similar Law, (c) the Person consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar official of any substantial part of its assets, (d) the Person makes a general assignment for the benefit of creditors or fails generally to pay its debts as they become due, or (e) entry is made against the Person of a judgment, decree or order for relief affecting a substantial part of its assets by a court of competent jurisdiction in an involuntary case commenced under any applicable bankruptcy, insolvency or other similar Law.

“Interest” means, with respect to a Member (a) the limited liability company interest of the Member, including the Member’s Capital Account and share of items of Profit, Loss and credits of, and the right to receive distributions (liquidating or otherwise) from the Company under the terms of this Agreement, (b) the Member’s status as a Member, (c) all other rights, benefits and privileges enjoyed by the Member in its capacity as a Member, including the Member’s rights to vote, consent and approve those matters described in this Agreement, and (d) all obligations, duties and liabilities imposed on the Member under this Agreement in its capacity as a Member (but not in the capacity of a Manager or other capacity). The Interest of a Member shall be reflected as a percentage, reflecting the percentage interest of the Member in certain allocations of items of Profit, Loss and credit and certain distributions of cash or property, as the percentage interest may from time to time be adjusted under this Agreement. Interests shall be calculated to three (3) decimal places and rounded to two (2) (e.g., 1.519% rounded to 1.52%). Decimals of 0.005 or more shall be rounded up to 0.01. Decimals of less than 0.005 shall be rounded down. The initial Interests of the Members as of the Effective Date are in Section 3.1(a).

“Law” means all applicable federal, state, local, municipal, tribal and foreign laws (statutory or common), rules, ordinances, regulations, grants, concessions, franchises, licenses, orders, directives, judgments, decrees, and other governmental restrictions, including permits and other similar requirements, whether legislative, municipal, administrative or judicial in nature.

“Leased Property” means the leasehold and other contractual interests in the fee surface, fee minerals and state lands in Converse County, Wyoming covered by the leases and other contracts more particularly described as the “Mining Leases,” the “Development Agreements,” and the “Wyoming State Leases” set forth in Exhibit A.

“Leases” means the mining leases, state leases and development agreements covering the Leased Property, as set forth in Exhibit A.

“Loss” mean any item of loss or deduction of the Company as determined under the capital accounting rules of Treasury Regulation § 1.704-1(b)(2)(iv) for purposes of adjusting the capital accounts of the Members including, without limitation, the provisions of paragraphs (b), (f) and (g) of those regulations relating to the computation of items of deduction and loss.

“Member” and “Members” mean Usuran and SLE and any other Person admitted as a substituted or additional Member of the Company under this Agreement. The term “Member” also includes a former Member, but only to the extent of any rights or obligations under this Agreement that expressly survive the resignation of the Member, the Transfer of the Member’s Interest or the dissolution and liquidation of the Company.

“Misconduct” means, with respect to a Member (a) an unauthorized act or assumption of liability by the Member, or any of its directors, officers, employees, agents and attorneys done or undertaken, or apparently done or undertaken, on behalf of the Company or the other Member, except under the authority expressly granted in this Agreement or as otherwise agreed in writing by the Members, (b) a material breach by the Member in its capacity as a Member (but not in its capacity as a Manager or Representative) of any covenant contained in this Agreement, or (c) if the Member or an Affiliate of the Member is the Manager, a material breach by the Manager of any of its obligations under this Agreement that (i) constitutes a breach of its standard of care under Section 5.4, as limited by Section 5.5 and (ii) continues for 30 days after notice from any other Member demanding performance (unless the Manager in good faith disputes the existence of the material breach).

“Mining” means the commercial mining, extracting, producing, handling, milling or other processing of Products, but not including pilot plants or test plants.

“Non-Contribution Dilution Multiple” means (a) during the period prior to an Affirmative Mining Decision, 1.0, and (b) during the period from and after an Affirmative Mining Decision, 1.5.

“Operations” means the activities and operations of the Company.

“Owned Property” means the undivided one hundred percent (100%) interest in certain unpatented mining claims in Converse County, Wyoming, more particularly as the “Mining Claims” in Exhibit A.

“Parent Company” means (a) with respect to Usuran, Global Uranium and Enrichment Limited, an Australian corporation, and (b) with respect to SLE, Snow Lake Resources Ltd, a Manitoba corporation.

“Permit” means any permit, franchise, license, authorization, order, certificate, registration, variance, settlement, compliance plan or other consent or approval granted by any Governmental Authority.

“Permitted Encumbrance” means, with respect to any Assets, (a) Encumbrances specifically approved by the Management Committee, (b) mechanic’s, materialmen’s or similar Encumbrances if payment of the secured obligation is not yet overdue or being contested in good faith, (c) Encumbrances for Taxes, assessments, obligations under workers’ compensation or other social welfare legislation or other requirements, charges or levies of any Governmental Authority, in each case not yet overdue or being contested in good faith, (d) Encumbrances existing at the time of, or created concurrent with, the acquisition of the Assets, (e) easements, servitudes, rights-of-way and other rights, exceptions, reservations, conditions, limitations, covenants and other restrictions that do not materially interfere with, materially impair or materially impede the Business or Operations or the value or use of the Assets, (f) pledges and deposits to secure the performance of bids, tenders, trade or government contracts (other than for repayment of borrowed money), leases, licenses, statutory obligations, surety bonds, performance bonds, completion bonds and other similar obligations that are incurred in the ordinary course of Operations on the Assets, (g) Encumbrances created under or pursuant to the Purchase Agreement or any Underlying Agreements, and (h) Encumbrances consisting of (i) rights reserved to or vested in any Governmental Authority to control or regulate the Assets, (ii) obligations or duties to any Governmental Authority with respect to any Permits and the rights reserved or vested in any Governmental Authority to terminate Permits or to condemn or expropriate property, and (iii) zoning or other land use or Environmental Laws of any Governmental Authority.

“Person” means a natural person, corporation, joint venture, partnership, limited liability partnership, limited partnership, limited liability limited partnership, limited liability company, trust, estate, business trust, association, Governmental Authority or other entity.

“Preliminary Feasibility Study” means a comprehensive study of the viability of a mineral project that has advanced to a state where measured, indicated and inferred resources having been established, and the mining method has been established, and which, if an effective method of mineral processing has been determined, includes a financial analysis based on reasonable assumptions of technical, engineering, operating, economic factors and the evaluation of other relevant factors which are sufficient for a qualified Person, acting reasonably, to determine if all or part of the mineral resource may be classified as a mineral reserve as defined by the Canadian Institute of Mining, Metallurgy and Petroleum (CIM), as the CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by CIM Council, as those definitions may be amended.

“Prime Rate” means SOFR plus two (2) percentage points.

“Products” means all ores, minerals and mineral resources produced from the Properties.

“Profit” means any item of income or gain of the Company as determined under the capital accounting rules of Treasury Regulation § 1.704-1(b)(2)(iv) for purposes of adjusting the Capital Accounts of the Members including, without limitation, the provisions of paragraphs (b), (f) and (g) of those regulations relating to the computation of items of income or gain.

“Program” means a description in reasonable detail of Operations to be conducted and objectives to be accomplished by the Manager for a year or any longer period.

“Project Financing” means any financing, including royalty or streaming arrangements, approved by the Management Committee and obtained by the Company for the purpose of placing a mineral deposit situated on the Properties into commercial production, and any replacement, renewal or extension financing or refinancing approved by the Management Committee. Project Financing shall not include any financing obtained individually by either Member to finance payment or performance of its obligations under this Agreement.

“Properties” means (a) the Owned Property and the Leased Property, together with all water and water rights, easements, rights-of-way and other appurtenances attached to or associated with the Owned Property or the Leased Property, which the Company will acquire pursuant to the Purchase Agreement, and (b) all other interests in real property within the Area of Interest that are acquired by the Company.

“Purchase Agreement” means that certain Purchase and Sale Agreement dated March 11, 2025, by and between Stakeholder Energy, LLC, a Wyoming limited liability company (“Stakeholder”), and the Company, pursuant to which the Company has agreed to purchase the Properties from Stakeholder.

“Securities Act” means the Securities Act of 1933, together with the rules and regulations promulgated by the United States Securities and Exchange Commission under the statute.

“SOFR” means a rate per annum equal to the secured overnight financing rate as administered by the SOFR Administrator and referenced on the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“Tax Distribution Amount” means, with respect to each Member, the remainder (but not below zero) of the amount calculated in clause (a) below minus the amount calculated in clause (b) below.

(a)              The amount under this clause (a) is the product of Tax Percentage multiplied by the remainder of (i) the cumulative amounts of items of income and gain allocated to the Member for federal income tax purposes for all periods (excluding gains from the sale of all or substantially all the assets of the Company), minus (ii) the cumulative amounts of items of deduction, loss and expense allocated to the Member for federal income tax purposes for all periods (excluding losses from the sale of all or substantially all of the assets of the Company).

(b)            The amount under this clause (b) is the cumulative distributions distributed to the Member pursuant to this Agreement for all periods.

“Tax Percentage” means a percentage (which percentage shall be the same for each Member regardless of such Member’s actual effective state or federal tax rates) established at the maximum marginal state and federal tax rates in effect for SLE for the calendar year to which the applicable Tax Distribution relates or such other rate as the Management Committee shall reasonably determine. The Tax Percentage may be reasonably determined by the Management Committee in accordance with the preceding sentence from time to time.

“Transfer” means, with respect to any asset, including any Interest or other interest in the Company (including any right to receive distributions from the Company or any other economic interest in the Company), a sale, assignment, transfer, conveyance, gift, exchange or other disposition of the asset, whether the disposition is voluntary, involuntary or by merger, exchange, consolidation, bankruptcy or other operation of Law, including (a) in the case of an asset owned by a natural person, a transfer of the asset upon the death of its owner, whether by will, intestate succession or otherwise, (b) in the case of an asset owned by a Person that is not a natural person, a distribution of the asset, including in connection with the dissolution, liquidation, winding up or termination of the Person (other than a liquidation under a deemed termination solely for tax purposes), and (c) a disposition in connection with, or in lieu of, a foreclosure of an Encumbrance on the asset; provided, that the creation of an Encumbrance on an asset shall not constitute a Transfer of the asset.

“Underlying Agreement” means any agreement, conveyance or instrument to which any of the Properties are subject and that contain unperformed, ongoing or surviving obligations or liabilities of any party, including the Leases and the other agreements, conveyances and instruments (other than mining claims) described on Exhibit A.

2.               Terms Defined in the Agreement. As used in the Agreement, the following terms have the meanings given in the Agreement where indicated below:

EXHIBIT A

Property Description and Area of Interest

Property Description

Patterson

1.          Uranium and Mineral Lease Agreement, effective May 18, 2011, as amended April 1, 2015, by and between Kerri Jo Paddock, f/k/a Kerri Jo Patterson, and James Walter Patterson and Stakeholder Energy, LLC, and Memorandum thereof, recorded July 12, 2018, in Book 1647, Page 46, as Document No. 1072398.

Henry

2.          Uranium and Mineral Lease Agreement, effective September 12, 2011, as amended April 1, 2015, by and between Henry Land Company, LP and Stakeholder Energy, LLC, and Memorandum thereof, recorded January 11, 2018, in Book 1631, Page 74, as Document No. 1066360.

3.          Uranium and Mineral Lease Agreement, effective December 9, 2014, as amended April 1, 2015, by and between Susan Kay Henry, Trustee of the Susan Kay Henry Revocable Trust dated February 20, 2008, and Stakeholder Energy, LLC, and Memorandum thereof, recorded January 11, 2018, in Book 1631, Page 78 as Document No. 1066361.

Allemand

4.          Uranium and Mineral Lease Agreement, effective May 18, 2011, as amended January 1, 2016, by and between L. Raymond Allemand, as Trustee of a Mineral Trust established under a Mineral Trust Indenture dated June 9, 1998, and Stakeholder Energy, LLC, and Memorandum thereof, recorded June 6, 2017, Book 1615, Page 307, as Document No. 1059817.

5.          Uranium and Mineral Lease Agreement, effective May 18, 2011, as amended January 1, 2016, between L. Raymond Allemand, as Trustee of the Helen B. Allemand Irrevocable Trust Indenture dated December 8, 1990, and Stakeholder Energy, LLC, and Memorandum thereof, recorded June 6, 2017, in Book 1615, Page 303, as Document No. 1059816.

6.          Partial Release of Uranium and Mineral Lease Agreement Acreage, dated November 1, 2016, recorded November 2, 2016, in Book 1599, Page 185, as Document No. 1054361, by and between L. Raymond Allemand, as Trustee of the Helen B. Allemand Irrevocable Trust Indenture dated December 8, 1990, and Stakeholder Energy, LLC.

7.          Partial Release of Uranium and Mineral Lease Agreement Acreage, dated November 1, 2016, recorded November 2, 2016, in Book 1599, Page 187, as Document No. 1054362, by and between L. Raymond Allemand as Trustee of a Mineral Trust established under a Mineral Trust Indenture dated June 9, 1998, and Stakeholder Energy, LLC.

8.          Uranium and Mineral Lease Agreement, effective May 18, 2011, as amended January 1, 2016, by and between Dave R. Allemand and Stakeholder Energy, LLC, and Memorandum thereof, recorded June 6, 2017, in Book 1615, Page 319, as Document No. 1059820.

9.          Uranium and Mineral Lease Agreement, effective May 18, 2011, as amended January 1, 2016, by and between Donald R. Allemand and Stakeholder Energy, LLC, and Memorandum thereof, recorded June 6, 2017, in Book 1615, Page 323, as Document No. 1059821.

10.        Uranium and Mineral Lease Agreement, effective May 18, 2011, as amended January 1, 2016, by and between Barbara Allemand Beckner and Stakeholder Energy, LLC, and Memorandum thereof, recorded on December 4, 2017, in Book 1627, Page 366 as Document No. 1065134.

11.        Uranium and Mineral Lease Agreement, effective May 18, 2011, as amended January 1, 2016, by and between Becky Allemand Djernes and Stakeholder Energy, LLC, and Memorandum thereof, recorded November 22, 2017, in Book 1626, Page 878, as Document No. 1064910.

12.        Uranium and Mineral Lease Agreement, effective May 18, 2011, as amended January 1, 2016, by and between Robin L. Marvin f/k/a Robin L. Hildebrand and Stakeholder Energy, LLC, and Memorandum thereof, recorded June 6, 2017, in Book 1615, Page 311, as Document No. 1059818.

13.        Uranium and Mineral Lease Agreement, effective May 18, 2011, as amended January 1, 2016, by and between Roger D. Hildebrand and Stakeholder Energy, LLC, and Memorandum thereof, recorded June 6, 2017, in Book 1615, Page 315, as Document No. 1059819.