Contract analysis

ARTICLE I DEFINITIONS AND INTERPRETATION

Section 1.01 *Definitions.* Capitalized terms used but not otherwise defined in this Supplemental Indenture shall have the respective meanings ascribed to such terms in the Base Indenture. In addition, the following terms shall have the meanings set forth below when used in this Supplemental Indenture: "Base Indenture" means the Indenture dated as of April 19, 2022, among the Issuer, the Existing Guarantors, and the

Section 1.02 *Rules of Construction.* The rules of construction set forth in Section [●] of the Base Indenture shall apply to this Supplemental Indenture mutatis mutandis and are incorporated herein by reference as if set forth in full. Without limiting the generality of the foregoing, (a) references herein to any "Section" or "Article" refer to a Section or Article of this Supplemental Indenture unless the context o

ARTICLE II AGREEMENT TO GUARANTEE; JOINDER

Section 2.01 *Guarantee.* The New Guarantor hereby agrees, jointly and severally with each of the Existing Guarantors and with any other Person that may hereafter become a Guarantor under the Base Indenture, to unconditionally guarantee to each Holder of a Note authenticated and delivered under the Base Indenture and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the

Section 2.02 *Terms of the Guarantee.* The Guarantee of the New Guarantor shall be subject to and governed by all of the terms and conditions applicable to Guarantees set forth in Article [●] of the Base Indenture, all of which terms and conditions are incorporated herein by reference as though set forth in full. Without limiting the generality of the foregoing, the Guarantee shall include, and the New Guarantor here

Section 2.03 *Limitation on Guarantee.* Notwithstanding anything to the contrary in this Supplemental Indenture or the Base Indenture, the obligations of the New Guarantor under the Guarantee shall be limited to the maximum amount that would not render the Guarantee void, voidable, or unenforceable under any applicable fraudulent transfer, fraudulent conveyance, or similar laws (including, without limitation, Title 1

Section 2.04 *Release of New Guarantor.* The Guarantee of the New Guarantor shall be automatically and unconditionally released, and the New Guarantor shall be discharged from all obligations thereunder, in accordance with and subject to the provisions set forth in Section [●] of the Base Indenture, including, without limitation, upon the occurrence of any of the following events: (a) the sale, exchange, disposition,

Section 3.01 *Grant of Security Interest.* Concurrently with the execution and delivery of this Supplemental Indenture, or as promptly as practicable thereafter (and, in any event, within the time periods specified in the Base Indenture and the Collateral Agency Agreement), the New Guarantor shall execute and deliver the Security Documents described below, as applicable: (a) If the New Guarantor is organized under th

Section 3.02 *Joinder to Collateral Agency Agreement.* Concurrently with the execution and delivery of this Supplemental Indenture, or as promptly as practicable thereafter, the New Guarantor shall execute and deliver a joinder agreement (in substantially the form attached hereto as Schedule C) to the Collateral Agency Agreement dated as of April 19, 2022 (as amended, supplemented, or otherwise modified from time to

Section 3.03 *Perfection; Further Assurances.* The New Guarantor shall take all actions necessary or reasonably requested by the Trustee or the Collateral Agent to perfect the security interests granted pursuant to this Article III and the Security Documents and to ensure that such security interests constitute first-priority Liens (subject only to Permitted Liens), including, without limitation: (a) UCC / PPSA Filin

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE NEW GUARANTOR The New Guarantor hereby represents and warrants to each of the other parties hereto, as of the date of this Supplemental Indenture, as follows:

Section 4.01 *Organization and Good Standing.* The New Guarantor is a [insert entity type] duly organized, validly existing, and in good standing (or the equivalent thereof, where such concept is recognized) under the laws of [insert jurisdiction of organization]. The New Guarantor has all requisite corporate (or equivalent) power and authority to own or lease its properties and to conduct its business as presently c

Section 4.02 *Power and Authority.* The New Guarantor has the corporate (or equivalent) power and authority to execute, deliver, and perform its obligations under this Supplemental Indenture, the Guarantee, and each of the related Security Documents to which it is or will be a party.

Section 4.03 *Due Authorization.* The execution, delivery, and performance by the New Guarantor of this Supplemental Indenture, the Guarantee, and each of the related Security Documents to which it is or will be a party have been duly authorized by all necessary corporate (or equivalent) action on the part of the New Guarantor, and no further action or approval (including, without limitation, any approval of the shar

Section 4.04 *Enforceability.* This Supplemental Indenture constitutes, and each of the related Security Documents to which the New Guarantor is or will be a party, when executed and delivered, will constitute, the legal, valid, and binding obligation of the New Guarantor, enforceable against the New Guarantor in accordance with its respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance

Section 4.05 *No Conflicts.* The execution, delivery, and performance by the New Guarantor of this Supplemental Indenture, the Guarantee, and each of the related Security Documents to which it is or will be a party do not and will not: (a) violate, conflict with, or result in a breach of any provision of the articles of incorporation, bylaws, articles of organization, operating agreement, partnership agreement, or ot

Section 4.06 *Governmental Approvals.* No governmental approval, authorization, consent, license, permit, order, or filing with or notice to any governmental authority is required for the execution, delivery, and performance by the New Guarantor of this Supplemental Indenture, the Guarantee, and each of the related Security Documents to which it is or will be a party, except for (a) filings and registrations necessar

ARTICLE V COVENANTS OF THE NEW GUARANTOR

Section 5.01 *Assumption of Obligations Under Base Indenture.* From and after the date hereof, the New Guarantor shall be bound by and shall comply with all covenants, agreements, restrictions, and obligations applicable to a "Guarantor" or "Subsidiary Guarantor" under the Base Indenture, as fully and to the same extent as if the New Guarantor had been an original signatory to the Base Indenture. Without limiting the

Section 5.02 *Delivery of Documents.* Concurrently with the execution and delivery of this Supplemental Indenture, or as otherwise required by the Base Indenture, the New Guarantor and/or the Issuer shall deliver, or cause to be delivered, to the Trustee each of the following documents, in form and substance reasonably satisfactory to the Trustee: (a) An Officer's Certificate (in substantially the form attached heret

Section 6.01 *Effect of Supplemental Indenture.* Except as expressly amended, supplemented, or otherwise modified by this Supplemental Indenture, the Base Indenture shall remain in full force and effect and is hereby ratified and confirmed in all respects. From and after the date hereof, (a) all references in the Base Indenture to "Guarantors," "Subsidiary Guarantors," or words of similar import shall be deemed to in

Section 6.02 *Governing Law.* THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THEREOF (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).

Section 6.03 *Jurisdiction; Waiver of Jury Trial.* (a) Consent to Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the United States District Court for the Southern District of New York and any New York State court sitting in the Borough of Manhattan, City of New York (and any appellate court from any thereof), in an

Section 6.04 *Notices.* All notices, requests, demands, consents, instructions, and other communications required or permitted to be given to or made upon any party hereto shall be in writing and shall be deemed to have been duly given or made in accordance with the notice provisions set forth in Section [●] of the Base Indenture, which are incorporated herein by reference. For purposes of this Supplemental Indenture

Section 6.05 *Successors and Assigns.* This Supplemental Indenture shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns. The New Guarantor may not assign or transfer any of its rights or obligations under this Supplemental Indenture or the Guarantee, except in connection with a transaction permitted under the Base Indenture (including, without limita

Section 6.06 *Severability.* If any provision of this Supplemental Indenture is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions of this Supplemental Indenture shall not in any way be affected or impaired thereby. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal, or une

Section 6.07 *Counterparts.* This Supplemental Indenture may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or electronic transmission in portable document format ("PDF") (including any e

Section 6.08 *Trustee Disclaimer.* Northern Dominion Trust Company hereby accepts and agrees to perform its obligations under this Supplemental Indenture upon the terms and conditions set forth herein and in the Base Indenture, including, without limitation, all of the provisions of the Base Indenture relating to the rights, privileges, protections, immunities, and indemnities of the Trustee in its capacity as Truste

Section 6.09 *Entire Agreement.* This Supplemental Indenture, together with the Base Indenture, the Notes, the Security Documents, the Collateral Agency Agreement, and the other Transaction Documents (as defined in the Base Indenture), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions,

1. Joinder. The New Grantor hereby becomes a party to the Security Agreement as a "Grantor" thereunder, with the same force and effect as if the New Grantor had been an original signatory thereto. From and after the date hereof, the New Grantor shall be bound by all of the terms, covenants, and conditions of the Security Agreement applicable to a Grantor.

2. Grant of Security Interest. To secure the prompt and complete payment and performance when due of all Secured Obligations (as defined in the Security Agreement), the New Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a continuing first-priority security interest in and lien upon all of the New Grantor's right, title, and interest in, to, and under all property and as

3. Representations and Warranties. The New Grantor hereby makes each of the representations and warranties set forth in the Security Agreement as if fully set forth herein, in each case with respect to the New Grantor and its Collateral.

4. Capitalized Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Security Agreement or the Indenture, as applicable.

5. Governing Law. This Joinder shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law thereof (other than Section 5-1401 of the New York General Obligations Law). [INSERT FULL LEGAL NAME OF NEW GUARANTOR], as New Grantor By: ________ Name: [Insert] Title: [Insert] Acknowledged and Accepted: NORTHERN DOMINION TRUST COMPANY, as Collatera

1. Joinder. The New Grantor hereby becomes a party to the General Security Agreement as a "Grantor" thereunder, with the same force and effect as if the New Grantor had been an original signatory thereto. From and after the date hereof, the New Grantor shall be bound by all of the terms, covenants, and conditions of the General Security Agreement applicable to a Grantor.

2. Grant of Security Interest. As general and continuing collateral security for the prompt and complete payment and performance when due of all Secured Obligations (as defined in the General Security Agreement), the New Grantor hereby grants to the Collateral Agent, for the ratable benefit of the Secured Parties, a continuing first-priority security interest in and lien upon all of the New Grantor's right, title, an

3. Representations and Warranties. The New Grantor hereby makes each of the representations and warranties set forth in the General Security Agreement as if fully set forth herein, in each case with respect to the New Grantor and its Collateral.

4. Capitalized Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the General Security Agreement or the Indenture, as applicable.

5. Governing Law. This Joinder shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, provided that issues relating to the creation, attachment, perfection, and priority of security interests shall be governed by the laws of the jurisdiction in which the New Grantor is organized or in which the relevant Collateral is located, as app

1. Joinder. The New Grantor hereby becomes a party to the Collateral Agency Agreement as a "Grantor" thereunder, with the same force and effect as if the New Grantor had been an original signatory thereto. From and after the date hereof, the New Grantor shall be bound by all of the terms, covenants, conditions, and obligations of the Collateral Agency Agreement applicable to a Grantor and shall have all of the rights

2. Representations and Warranties. The New Grantor hereby makes each of the representations and warranties set forth in the Collateral Agency Agreement applicable to a Grantor, as if fully set forth herein, in each case with respect to the New Grantor.

3. Capitalized Terms. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Collateral Agency Agreement or the Indenture, as applicable.

4. Governing Law. This Joinder shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law thereof (other than Section 5-1401 of the New York General Obligations Law). [INSERT FULL LEGAL NAME OF NEW GUARANTOR], as New Grantor By: ________ Name: [Insert] Title: [Insert] Acknowledged: TORCHLIGHT MINING CORP., as Issuer By: ________ Name: [Ins

1. Total Assets. As of [insert date of most recent determination], the New Guarantor had total assets (determined in accordance with GAAP) equal to or exceeding $5,000,000, specifically in the amount of $[●]. The New Guarantor is accordingly required to become a Guarantor under the Base Indenture.

2. Conditions Precedent Satisfied. All conditions precedent set forth in the Base Indenture to the execution and delivery of the Supplemental Indenture and to the New Guarantor becoming a Guarantor under the Base Indenture have been duly satisfied, including, without limitation, the delivery to the Trustee of (a) an executed copy of the Supplemental Indenture, (b) an Opinion of Counsel, (c) certified copies of board

3. No Event of Default. No Event of Default or Default exists under the Base Indenture as of the date hereof, and no Event of Default or Default would result from the execution and delivery of the Supplemental Indenture or the performance by the New Guarantor of its obligations thereunder or under the Guarantee.

4. Compliance with Base Indenture. The Supplemental Indenture complies in all material respects with the requirements of the Base Indenture for supplemental indentures adding Guarantors, including Section [●] thereof. The undersigned has reviewed the terms of the Base Indenture and the Supplemental Indenture and has made, or has caused to be made under the undersigned's supervision, such examination or investigation