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With the participation of: This Addendum is entered into under the following terms and conditions. The terms in capital letters which are not specifically defined herein shall have the meanings ascribed thereto in the Master Agreement as said term is defined in Point 1. Amendments to the Master Agreement. Amend the first paragraph of Point 2. Amend the second paragraph of Point 3. Amend Item b of Point 3.

Amend the first paragraph of Item c of Point 3. Agree on the terms that shall replace Exhibit F to the Master Agreement. If applicable, Duvaz shall carry out the revaluation of the Properties detailed in Exhibit B that shall form part of the equity block for the purposes of the corporate reorganization. The following provisions shall govern this corporate reorganization: Funciones de cofide yahoo dating the execution of this Master Agreement, MPC in its capacity of creditor hereby approves the assignment of liabilities from Duvaz to Company B within the corporate reorganization framework.

MPC states that it is aware that Duvaz does not hold the exclusive ownership of some of the Properties listed in Exhibit B attached hereto. In this understanding, MCP acknowledges that:.

However, said percentage has not been registered yet. Within a period of two hundred forty days following the execution of this Master Agreement and by means of a notarized letter, notices or other mechanisms as provided for by law, Duvaz and Company B shall notify Sociedad Minera de Responsabilidad Limitada Juanita, indicated in Sub-point 2. With regard to the jointly-owned properties mentioned in the foregoing Sub-points 2.

The text of said communications and notices are attached hereto as Exhibits O, P and P With regard to the transfer of the share interests of the legal companies and the aliquots of the concessions, as the case may be, the price to be paid as established herein shall be as follows: Duvaz and the Agents hereby undertake to make every effort in order to obtain the consents required to formalize the transfer of the assets detailed in the foregoing Sub-points 2.

Duvaz Funciones de cofide yahoo dating the Agents shall notify MPC of the replies provided by any of their partners or co-owners with regard to their desire to exercise their rights of first refusal or revocation, respectively. As consideration for the transfer of a the share interests or the aliquots, as the case may be, set forth in Items i to iii of this Sub-point 2.

Thus, the amounts that MPC may disburse to reduce the debt of Duvaz during the first six 6 months of said Schedule of Disbursements and that may have been used to pay the consideration corresponding to a the share interests or ideal shares mentioned in Items i to iii of this Sub-point 2.

In the event that, A Duvaz and the Agents did not manage to obtain the consents required to formalize the transfer of the share interests detailed in. On the other hand, the parties hereby expressly accept that, as the Properties detailed in Sub-points 2. The transfer agreement of share interests or ideal shares in limited liability "Funciones de cofide yahoo dating" companies or in the joint ownerships indicated in Items i to iii of Sub-point 2. The notarially recorded instrument evidencing the transfer of share interests in Sociedad Minera de Responsabilidad Limitada Juanita de Huancayo indicated in Item i of this Point 2.

The notarially recorded instrument evidencing the transfer of aliquots indicated in Items ii and iii of this Sub-point 2. The duty of MPC to pay the obligations contained in Exhibit F attached hereto for an amount equivalent to the price corresponding to the share interests or ideal shares in Sociedad Minera de Responsabilidad Limitada or the joint ownerships indicated in Items i to iii of this Sub-point 2.

Until the price for the transfer of the Class A shares is fully paid-up, the parties hereto agree to establish a security interest on Class A shares, pursuant to the. Moreover, the parties hereby expressly agree that, in the unlikely case that the above-referred security Interest is executed, such execution shall be carried out Funciones de cofide yahoo dating to the provisions set forth in the Code of Civil Procedure. In the case of the joint ownership mentioned in Point 3.

Likewise, Duvaz and the Agents hereby undertake to notify MPC about the replies that Duvaz may receive from its partners and co-owners. In the event that Duvaz or the Agents fail to communicate MPC, within a period not to exceed thirty 30 days following reception, the reply given by any of its partners or co-owners with regard to their desire to exercise their right of first refusal or right of revocation, A MPC shall be entitled to discount from the obligations indicated in Exhibit F Funciones de cofide yahoo dating this Master Agreement and, as a penalty, an amount equivalent to twice the value of the above-mentioned Properties in respect of which it failed to notify to MPC of said replies, or if there are no amounts to be discounted, B Duvaz shall be obliged to pay the difference until completing the full amount of the above-referred discount.

If A Duvaz and the Agents fail to obtain the consents required to formalize the transfer of the assets detailed in Points 3. Exhibit E, or if there are no amounts against which said discount can be effected, Duvaz shall be obliged to pay the difference until completing the full amount of the above-referred discount.

The communications to be issued by means of a notarized letter or through notices or other mechanisms as provided for by law shall incorporate the texts attached to the Master Agreement as Exhibits O-1, P-1 and P On the other hand, the parties hereby expressly accept that as the assets detailed in Point 3.

Similarly, the obligation of MPC to reimburse Duvaz for the payments that Duvaz may effect regarding the Funciones de cofide yahoo dating outlined in Exhibit F-1 as described hereinbelow shall also arise at the time MPC and Duvaz execute the Option Agreement and it is registered in the filing entries of the total number of Properties subject matter of the option. It is hereby certified that the first month listed in the Schedule of Disbursements, attached hereto as Exhibit F, shall be understood as the first month that will start once the two hundred and ten -day term indicated in point 3.

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In the event that MPC considers that the opportunity for the creditor to demand the payment of any debt contained in Exhibit F has elapsed, MPC shall notify it in writing to Duvaz. It is hereby understood by the Parties that the debts that have expired due to the lapsing of time do not require payment by MPC. In this case MPC shall indemnify Duvaz against any claim that a third party may file in connection with the collection of the expired debts.

In order to avoid any doubt, the payments made by MPC to the creditors of Exhibit F shall be applied Funciones de cofide yahoo dating follows: The parties acknowledge that after the Master Agreement is signed and before the Option Agreement is registered in each one of the filing entries of the Properties outlined in Exhibit A of this Master Agreement, Duvaz might have to pay some of the obligations established in Exhibit F, by court order, arbitration award or administrative resolution issued by a court of last resort, other than through a transaction unless otherwise expressly authorized in writing by MPC.

If as to the date of this Master Agreement there is a court order, arbitration award or administrative resolution issued by a court of last resort that imposes Duvaz a payment obligation which Duvaz has failed to comply with, Duvaz shall require the consent of MPC in order to effect said payment. If an arbitration award was issued between the date of execution of the Master Agreement and before the Option Agreement is registered in the filing entries of the Properties outlined in Exhibit A that imposes a payment obligation upon Funciones de cofide yahoo dating, Duvaz shall also require the consent of MPC in order to effect such payment.

Furthermore, the parties agree that after the Master Agreement is signed and before the Option Agreement is registered in each one of the filing entries of the Properties outlined in Exhibit A hereto, Duvaz may pay those "Funciones de cofide yahoo dating" detailed in Exhibit F-1, without requiring the previous consent of MPC.

MPC expressly undertakes to reimburse Duvaz for all the sums of money borne by Duvaz according to the preceding paragraphs and which, according to the Schedule of Payments contained in Exhibit F, should be borne by MPC. To that effect, within a period of three 3 days following the date of registration of the Option Agreement in each one of filing entries of the Properties detailed in Exhibit A attached hereto, Duvaz shall inform MPC on the payments it may have effected, which must be certified with the corresponding payment vouchers.

Within a term of five 5 days following the receipt of said communication, MPC.

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Notwithstanding the foregoing, the parties make it clear that under no Funciones de cofide yahoo dating shall the reimbursement obligations referred to in this paragraph entail further obligations for MPC than those established in Exhibit F attached hereto.

Thus, the amount reimbursed by MPC in favour of Duvaz shall be in turn discounted from the amounts that MPC is obliged to pay during the first year in accordance with Exhibit F, and charged to the price to be paid to Duvaz, at the expense of Company B, for the transfer of the share interests and the aliquots of the mining concessions contained Funciones de cofide yahoo dating Items i to iii of Point 2.

It is hereby understood that any payment other than the default and compensatory interest accrued as from the conclusion of the due diligence referred to in Article One of the Master Agreement required to release the liens that may have been imposed as provided for by any court order, arbitration award or administrative resolution that exceed the amounts established in Exhibit F to the Master Agreement, shall be made at the expense of Duvaz. Furthermore, after the Option Agreement has been registered in each one of the filing entries of the Properties outlined in Exhibit A attached hereto, MPC undertakes to reimburse Duvaz for any payment included in Exhibit F that was not effected by MPC within the term established in Exhibit F and Funciones de cofide yahoo dating should have been made by Duvaz.

The above-mentioned reimbursement shall be made within a period of no more than five 5 calendar days as from the date in which Duvaz requested said payment. Failure to pay within the stipulated term shall give rise to a daily penalty equivalent to 0.

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MPC shall only be released from its obligation to furnish the funds indicated in Exhibit F if: In order to avoid any doubts, A MPC shall only be released. As from the execution of this Master Agreement and during the term required by MPC which may be extended during the effectiveness of the option granted by virtue of the Option AgreementMPC shall take part, either alone or jointly with Duvaz, in the renegotiation of the debts of said company, which are detailed in Exhibit F.

In order to avoid any doubt, it is hereby expressly certified that MPC shall be obliged to pay only the obligations expressly indicated in the above-referred Exhibit F.

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