Sandstorm Gold : AmendedRestricted Share PlanSchedule B (Plan RSR Amended 2025)

Published: 2025-05-12 20:21:05 ET SSL.TO

Published on 05/12/2025 at 20:21

SCHEDULE "B'

April 22, 2019 and April 9, 2025)

For purposes of this Plan, unless such word or term is otherwise defined herein or the context in which such word or term is used herein otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the following meanings:

"Act" means the Business Corporations Act (British Columbia) or its successor, as amended from time to time;

"Associate", where used to indicate a relationship with any person or company, means: (i) any company of which such person or company beneficially owns, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to all voting securities of the company for the time being outstanding; (ii) any partner of that person or company;

(iii) any trust or estate in which such person or company has a substantial beneficial interest or as to which such person or company serves as trustee or in a similar capacity; (iv) any relative of that person who resides in the same home as that person; (v) any person who resides in the same home as that person and to whom that person is married, or any person of the opposite sex or the same sex who resides in the same home as that person and with whom that person is living in a conjugal relationship outside marriage; or (vi) any relative of a person mentioned in clause (v) who has the same home as that person;

C"Blackout Period" means a period of time imposed by the Corporation, pursuant to the Corporation's policies, upon certain designated persons during which those persons may not trade in any securities of the Corporation;

"Board" means the Board of Directors of the Corporation;

"Change of Control" means the occurrence of any one or more of the following events:

a consolidation, reorganization, amalgamation, merger, acquisition or other business combination (or a plan of arrangement in connection with any of the foregoing), other than solely involving the Corporation and any one or more of its affiliates, with respect to which all or substantially all of the persons who were the beneficial owners of the Shares and other securities of the Corporation immediately prior to such consolidation, reorganization, amalgamation, merger, acquisition, business combination or plan of arrangement do not, following the completion of such consolidation, reorganization, amalgamation, merger, acquisition, business combination or plan of arrangement, beneficially own, directly or indirectly, more than 50% of the resulting voting rights (on a fully-diluted basis) of the Corporation or its successor;

the sale, exchange or other disposition to a person other than an affiliate of the Corporation of all, or substantially all of the Corporation's assets;

a resolution is adopted to wind-up, dissolve or liquidate the Corporation;

a change in the composition of the Board, which occurs at a single meeting of the shareholders of the Corporation or upon the execution of a shareholders' resolution, such that individuals who are members of the Board immediately prior to such meeting or resolution cease to constitute a majority of the Board, without the Board, as constituted immediately prior to such meeting or resolution, having approved of such change; or

any person, entity or group of persons or entities acting jointly or in concert (an "Acquiror") acquires or acquires control (including, without limitation, the right to vote or direct the voting) of Voting Securities of the Corporation which, when added to the Voting Securities owned of record or beneficially by the Acquiror or which the Acquiror has the right to vote or in respect of which the Acquiror has the right to direct the voting, would entitle the Acquiror and/or associates and/or affiliates of the Acquiror to cast or to direct the casting of 20% or more of the votes attached to all of the Corporation's outstanding Voting Securities which may be cast to elect directorsDirectorsof the Corporation or the successor corporation (regardless of whether a meeting has been called to elect directorsDirectors);

For the purposes of the foregoing, "Voting Securities" means Shares and any other shares entitled to vote for the election of directorsDirectorsand shall include any security, whether or not issued by the Corporation, which are not shares entitled to vote for the election of directorsDirectorsbut are convertible into or exchangeable for shares which are entitled to vote for the election of directorsDirectorsincluding any options or rights to purchase such shares or securities;

"Code" means the United States Internal Revenue Code of 1986, as amended;

F.G. "Committee" means the Directors or, if the Directors so determine in accordance with Section 2.03 of the Plan, theacommittee of the Directors authorized to administer the Plan, which includesmay includeany compensation committeeCompensation Committee of the Board;

H. "Corporation" means Sandstorm Gold Ltd., a corporation incorporatedorganizedunder the Act and includes any successor corporation thereof;

I. "Deferred Payment Date" means the date for a Participant under the Plan after the Restricted Period and not later than the Participant's Retirement Date which the Participant has elected to defer receipt of Restricted Shares;

I.J. "Designated Affiliate" means the affiliates of the Corporation designated by the Committee for purposes of the Plan from time to time;

J.K. "Directors" means the boardBoardof directorsDirectorsof the Corporation from time to time;

K.L. "Eligible Contractor" means "Consultant" as that term is defined in the Section 2.22 of National Instrument 45-106 - Prospectus and Registration Exemptions, as may be amended or replaced from time to time ("NI 45-106");

L.M. "Eligible Directors" means the Directors and the directors of any Designated Affiliate from time to time;

M.N. "Eligible EmployeesEmployee" means employees, including officersan employee of the Corporation or of a Subsidiary, whether an Eligible DirectorsDirectoror not, and includingincludes an officer of the Corporation or a Subsidiary, and includesboth full-time and part-time employees, of the Corporation or any Designated Affiliate;

"Grant Date" means the effective date of each grant of Restricted Share Rights under this Plan by the Committee and specified in the applicable Grant Agreement as the date on which Restricted Share Rights are granted;

N.P. "Insider" means an "Insider" as defined in the TSX Policies, other than a person who is an insider solely by virtue of being a director or senior officer of a subsidiary of the Corporation;

O.Q. "Investor Relations Activities" has the meaning set out in Section 2.22 of NI 45-106;

S. "Participant" for the Plan means each Eligible Director, Eligible Contractor, Eligible Employee and Management Company Employees to whom Restricted Share Rights are granted;

T. "Person" or "person" includes any individual, corporation, partnership, firm, joint venture, syndicate, association, trust, government, governmental agency and any other form of entity or organization;

U. "Plan" means the Corporation'sthisRestricted Share Plan, as samemay be amended from time to time;

V. "Restricted Period" means any period of time that a Restricted Share Right is not exercisable and the Participant holding such Restricted Share Right remains ineligible to receive Restricted Shares, determined by the Committee in its absolute discretion, however, such period of time may be reduced or eliminated from time to time and at any time and for any reason as determined by the Committee, including but not limited to circumstances involving thedeath or disability of a Participant;

W. "Retirement" in respect of a Participant means the Participant ceasing to be an Eligible Employee, Eligible Director, Eligible Contractor or Management Company Employee after attaining a stipulated age in accordance with the Corporation's normal retirement policy or earlier with the Corporation's consent;

X. "Retirement Date" means the date that a Participant ceases to be an Eligible Employee, Eligible Director, Eligible Contractor or Management Company Employee due to the Retirement of the Participant;

V.Y. "Restricted Share Rights" has such meaning as ascribed to such term at Section 3.02 of this Plan;

W.Z. "Restricted Shares" means the Shares issuable in satisfaction of Restricted Share Rights;

X.AA. "Shares" means the common shares in the capital of the Corporation, as adjusted in accordance with the provisions of Article Five ofthis Plan;

BB. "Subsidiary" means a Person (other than an individual) which is controlled, directly or indirectly by the Company, whether as a result of registered or beneficial ownership of a majority of the voting securities of such Person, a contractual arrangement or otherwise;

Y.CC. "Termination" means: (i) in the case of an Eligible Employee, the termination of the employment of the Eligible Employee with or without cause by the Corporation or a Designated Affiliate or the cessation of employment of the Eligible Employee with the Corporation or a Designated Affiliate as a result of the resignation or otherwise, other than the Retirement, of the Eligible Employee; (ii) in the case of an Eligible Director, the removal of or failure to re-elect or re-appoint the Eligible Director as a director of the Corporation or a Designated Affiliate; and (iii) in the case of an Eligible Contractor, the termination of the services of the Eligible Contractor by the Corporation or a Designated Affiliate; for greater certainty, in each case, other than for death or disability of a Participant;

Z.DD. "TSX" means the Toronto Stock Exchange; andor any successor thereto;

AA.EE."TSX Policies" means the policies included in the TSX Company Manual and "TSX Policy" means any one of them.; and

FF. "U.S. Taxpayer" means any Participant who is, at the relevant time, subject to Section 409A of the Code.

Securities Definitions: In the Plan, the termsterm"affiliate" and "subsidiary"shall have the meaningsmeaninggiven to such termstermin the Securities Act (British Columbia).

Headings: The headings of all articles, Sectionssections, and paragraphs in the Plan are inserted for convenience of reference only and shall not affect the construction or interpretation of the Plan.

References to this Restricted Share Plan: The words "hereto", "herein", "hereby", "hereunder", "hereof" and similar expressions mean or refer to the Plan as a whole and not to any particular article, Sectionsection, paragraph or other part hereof.

Purpose of the Restricted Share Plan: The Plan provides for the acquisition of Shares by Participants for the purpose of advancing the interests of the Corporation through the motivation, attraction and retention of employees, directors, management company employeesDirectors, Management Company Employees and consultants of the Corporation and the Designated Affiliates and to secure for the Corporation and the shareholders of the Corporation the benefits inherent in the ownership of Shares by key employees, consultants and directorsDirectors of the Corporation and Designated Affiliates, it being generally recognized that restricted share plans aid in attracting, retaining and encouraging employees, consultants, management company employees and directorsManagement Company Employees and Directors due to the opportunity offered to them to acquire a proprietary interest in the Corporation.

Administration of the Restricted Share Plan: TheSubject to the general purposes, terms and conditions of this Plan, applicable corporate, securities and tax law requirements and to the direction of the Board, this Plan shall be administered by the Committee, in its sole and absolute discretion, and the Committee shall have full authority to administer the Plan including the authority to interpret and construe any provision of the Plan and to establish, adopt, amend and rescind suchany rules and regulations for administering the Plan as the Committee may deem necessary in order to comply with the requirements of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Committee deems, in its sole and absolute discretion, necessary or desirable. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and conclusive and shall be binding on the Participants and the Corporation. No member of the Committee shall be personally liable for any action taken or determination or interpretation made in good faith in connection with the Plan and all members of the Committee shall, in addition to their rights as Directors, be fully protected, indemnified and held harmless by the Corporation with respect to any such action taken or determination or interpretation made. The appropriate officers of the Corporation are hereby authorized and empowered to do all things and execute and deliver all instruments, undertakings and applications and writings as they, in their absolute discretion, consider necessary for the implementation of the Plan and of the rules and regulations established for administering the Plan. All costs incurred in connection with the Plan shall be for the account of the Corporation.

This Plan shall not in any way fetter, limit, obligate, restrict or constrain the Board or the Committee with regard to the allotment or issuance of any Shares or any other securities in the capital of the Corporation. For greater clarity the Corporation shall not, by virtue of this Plan, be in any way restricted from declaring and paying stock dividends, repurchasing Shares or any other securities in its share capital, or varying or amending its share capital or corporate structure.

It is intended that this Plan and the Grant Agreements (as defined below) and the payments thereunder will comply with or be exempt from Section 409A of the Code (and any regulations and guidelines issued thereunder), to the extent this Plan and such agreements are subject thereto, and this Plan and such agreements shall be interpreted on a basis consistent with such intent. If an amendment of this Plan and such agreements is necessary in order for it to comply with or be exempt from Section 409A of the Code, the Committee will adopt any such amendment in a manner that preserves the original intent of the parties to the extent reasonably possible. No action or failure to act by the Committee shall subject the Corporation to any claim, liability, or expense and the Corporation shall not have any obligation to indemnify or otherwise protect any person from the obligation to pay any taxes, interest or penalties pursuant to Section 409A of the Code.

2.022.03 Delegation to Committee: All of the powers exercisable hereunder by the Directors may, to the extent permitted by applicable law and as determined by resolution of the Directors, be exercised by a committee of the Directors comprised of not less than three (3) Directors, including any compensation committee of the Board.

2.032.04 Record Keeping: The Corporation shall maintain a register in which shall be recorded:

the name and address of each Participant in the Plan;

the number of Restricted Share Rights granted to each Participant under the Plan; and

the number of Restricted Shares issued to each Participant under the Plan.

Disclaimer

Sandstorm Gold Ltd. published this content on May 13, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 13, 2025 at 00:20 UTC.