8-K - LAC - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 30, 2026

Lithium Americas Corp.

(Exact name of registrant as specified in its charter)

British Columbia	001-41788	Not Applicable
(State or other jurisdiction of<br>incorporation or organization)	(Commission<br>File Number)	(I.R.S. Employer<br>Identification Number)

3260 - 666 Burrard Street

Vancouver, British Columbia, Canada V6C 2X8

(Address of principal executive office and Zip Code)

(778) 656-5820

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br><br>Symbol(s)	Name of each exchange<br>on which registered
Common Shares, no par value per share	LAC	New York Stock Exchange<br>Toronto Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01	Entry into a Material Definitive Agreement

As previously disclosed, on October 7, 2025, Lithium Americas Corp. (“LAC” or the “Company”) entered into the omnibus waiver, consent and amendment (“OWCA”), by and among the Company, Lithium Nevada LLC, 1339480 B.C. Ltd. (the “B.C. Corp”), LAC US Corp. (the “LAC JV Member”), Lithium Nevada Ventures LLC (the “LAC-GM Joint Venture”), Lithium Nevada Projects LLC, Citibank, N.A. and the United States Department of Energy (“DOE”). Pursuant to the terms of the OWCA, on January 30, 2026 (the “Issuance Date”) the Company entered into the A&R Company Warrant, A&R JV Warrant, Registration Rights Agreement, Put, Call and Exchange Agreement and Second A&R LLCA (each as defined herein, and collectively, the “Transaction Documents”), each of which is described in more detail herein.

Company Warrant

On the Issuance Date, as required under the OWCA, the Company entered into a warrant agreement with one of its subsidiaries (the “Company Warrant”), which such warrant agreement was promptly thereafter assigned by a subsidiary of the Company to the DOE and amended and restated (such amended and restated agreement, the “A&R Company Warrant”), providing for, among other things, the right to purchase common shares of the Company, no par value (“Common Shares”). The A&R Company Warrant is to purchase up to 18,268,687 Common Shares, which is equal to 5% of the Company’s total outstanding shares as of the Issuance Date, with an exercise price of $0.01 per share, exercisable for ten years from the date of issuance of the A&R Company Warrant, subject to customary anti-dilution adjustments and other terms set forth in the A&R Company Warrant.

LAC-GM Joint Venture Warrant

On the Issuance Date, as required under the OWCA, the LAC-GM Joint Venture entered into a warrant agreement with one of its subsidiaries (the “JV Warrant”), which such warrant agreement was promptly thereafter assigned by a subsidiary of the LAC-GM Joint Venture to the DOE and amended and restated (such amended and restated agreement, the “A&R JV Warrant”), providing for, among other things, the right to purchase non-voting units of the LAC-GM Joint Venture (“Non-Voting Units”) at an exercise price of $0.0001 per Non-Voting Unit, exercisable for ten years from the date of issuance of the A&R JV Warrant, subject to customary anti-dilution adjustments and other terms set forth in the A&R JV Warrant. The number of Non-Voting Units underlying the A&R JV Warrant is 8,656,509,695, which is equal to a 5% economic interest in the LAC-GM Joint Venture as of the Issuance Date.

Registration Rights Agreement

On the Issuance Date, as required under the OWCA, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the DOE. Among other things, the Registration Rights Agreement provides that the Company will prepare and file with the Securities and Exchange Commission (the “SEC”) on or prior to June 30, 2026 a resale registration statement on Form S-3, or if not available to the Company, on another appropriate form, including Form S-1, or an amendment or supplement to an existing registration statement on Form S-3, for the Common Shares for which the A&R Company Warrant and the A&R JV Warrant (together, the “Warrants”) are exercisable.

The Registration Rights Agreement provides for certain additional underwritten demand rights and “piggy-back” rights, subject to customary limitations. The Company has also agreed to pay certain expenses of the DOE incurred in connection with the exercise of its rights under the Registration Rights Agreement and indemnify the DOE for certain securities law matters in connection with any registration statement filed pursuant thereto.

Put, Call and Exchange Agreement

On the Issuance Date, the LAC-GM Joint Venture, the Company, B.C. Corp, the LAC JV Member, General Motors Holdings LLC (“GM Holdings”), and the DOE entered into the Put, Call and Exchange Agreement (the “Put, Call and Exchange Agreement”). Under the Put, Call and Exchange Agreement, the DOE has a put right to require GM Holdings to elect to either (i) purchase, or cause the LAC-GM Joint Venture to purchase, the A&R JV Warrant and any Non-Voting

Units issued upon conversion thereof, as applicable (a “JV Warrant Sale”), or (ii) subject to applicable exchange approvals and compliance with securities laws, cause the JV Warrant and any Non- Voting Units issued upon conversion thereof, as applicable, to be exchanged for a warrant to purchase a number of the Company’s Common Shares (a “JV Warrant Exchange”) that would result in the DOE holding a percentage of the total issued and outstanding Common Shares equal to the then applicable Warrant Conversion Rate (as defined below). The sale price for a JV Warrant Sale is expected to be mutually determined in good faith by GM Holdings and the DOE. If GM Holdings and the DOE cannot agree on the sale price for a JV Warrant Sale within 60 days of delivery of the put notice or if the JV Warrant Sale is not completed within 90 days of the delivery of the put notice, the parties will cause a JV Warrant Exchange to occur. The “Warrant Conversion Rate” is expected to be, as of the time of determination, the product of (i) 100 multiplied by (ii) the quotient obtained by dividing (A) the number of fully diluted Non-Voting Units in the LAC-GM Joint Venture held by the DOE by (B) the number of outstanding units in LAC-GM Joint Venture held by the LAC JV Member plus the number of fully diluted Non-Voting Units in the LAC-GM Joint Venture held by the DOE.

In addition, from and after the earlier of the Scheduled Substantial Completion Date and the Substantial Completion Date of the Thacker Pass Project (as such dates are defined in the Loan Arrangement Reimbursement Agreement with the DOE, as amended), GM Holdings has a call right to elect to effect, or cause LAC-GM Joint Venture to effect, a JV Warrant Sale if a price can be agreed upon between GM Holdings and the DOE within 60 days of the delivery of the call notice. If GM Holdings and the DOE cannot agree on the sale price within 60 days of delivery of the call notice or if the JV Warrant Sale is not completed within 90 days of the delivery of the call notice, the parties will cause a JV Warrant Exchange to occur.

Second Amended and Restated Limited Liability Company Agreement of the LAC-GM Joint Venture

On the Issuance Date, as required under the OWCA, the Amended and Restated Limited Liability Company Agreement of the LAC-GM Joint Venture was amended and restated to, among other things, set forth the rights, preferences, and privileges of the Non-Voting Units (the “Second A&R LLCA”). The Second A&R LLCA requires all capital contributions (with certain specified exceptions) to be made at fair market value, including those required by the DOE Loan.

The foregoing descriptions of each of the Company Warrant, A&R Warrant, JV Warrant, A&R JV Warrant, Registration Rights Agreement, Put, Call and Exchange Agreement and Second A&R LLCA are summaries only, do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, a copy of each of which is filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, and 10.7 respectively, hereto and are incorporated herein by reference.

Item 3.02	Unregistered Sales of Equity Securities

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K relating to the issuance of the Warrants and the underlying equity interests that may be issued upon conversion thereof is incorporated by reference into this Item 3.02. The Warrants were issued in reliance on the exemption from registration provided by in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The equity interests underlying the Warrants that may be issued upon the exercise thereof will, if issued, be issued in a transaction exempt from registration under the Securities Act in reliance of Section 4(a)(2) or Section 3(a)(9) thereof and/or Regulation D promulgated thereunder.

Item 9.01	Financial Statements and Exhibits
(d)	Exhibits.
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Exhibit<br>Number	Description
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10.1*	Warrant to Purchase Common Shares of Lithium Americas Corp., dated January 30, 2026, issued to the 1339480 B.C. Ltd.
10.2*	Amended and Restated Warrant to Purchase Common Shares of Lithium Americas Corp., dated January 30, 2026, issued to the United States Department of Energy.
10.3*	Warrant to Purchase Non-Voting Units of Lithium Nevada Ventures LLC, dated January 30, 2026, issued to Lithium Nevada Projects LLC.
10.4*	Amended and Restated Warrant to Purchase Non-Voting Units of Lithium Nevada Ventures LLC, dated January 30, 2026, issued to the United States Department of Energy.
10.5*	Registration Rights Agreement, dated January 30, 2026, by and between Lithium Americas Corp. and the United States Department of Energy.
10.6*	Put, Call and Exchange Agreement, date January 30, 2026 by and among Lithium Nevada Ventures LLC, Lithium Americas Corp., 1339480 B.C. Ltd, LAC US Corp., General Motors Holdings LLC, and the United States Department of Energy.
10.7*#	Second Amended and Restated Limited Liability Company Agreement of Lithium Nevada Ventures LLC, dated January 30, 2026.
EX-104	Cover Page Interactive Data File (embedded within the Inline XBRL document).
*	Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Commission upon its request.
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#	Certain annexes, schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Corporation agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.
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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Lithium Americas Corp.
Date: February 3, 2026	By:	/s/ Jonathan Evans
		Jonathan Evans
		Chief Executive Officer

EX-10.1

Exhibit 10.1

Certain identified information in this Agreement denoted with “[***]” has been excluded from this exhibit pursuant to Item 601(b)(10)(iv) ofRegulation S-K because it is both not material and of the type that the registrant treats as private and confidential.

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO A REGISTRATION STATEMENT IN EFFECT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OR OTHER JURISDICTIONS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, SUCH SECURITIES MAY ONLY BE TRANSFERRED IF THE COMPANY HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY AND ANY SECURITY ISSUED ON EXERCISE HEREOF MUST NOT TRADE THE SECURITY BEFORE MAY 31, 2026.

THE REGISTERED HOLDER OF THIS WARRANT, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED.

WARRANT TO PURCHASE COMMON SHARES

For the Purchase of Up to 18,268,687 Common Shares

LITHIUM AMERICAS CORP.

WHEREAS, Lithium Nevada LLC, a Nevada limited liability company (the “Borrower”), entered into that certain Loan Arrangement and Reimbursement Agreement, dated as of October 28, 2024 (as amended by that certain Omnibus Amendment and Termination Agreement, dated as of December 17, 2024 (as supplemented by that certain Joinder Agreement, dated as of December 20, 2024), and as further amended by the OWCA No. 2 (as defined below), and as further amended, supplemented or otherwise modified from time to time, the “LARA”); and

WHEREAS, the Borrower entered into an Omnibus Waiver, Consent and Amendment No. 2 Agreement (the “OWCANo. 2”), dated as of October 7, 2025, along with certain Borrower Parties as described in the OWCA No. 2 and Citibank, N.A., acting through its Agency and Trust Division, as collateral agent for the Secured Parties (as defined in the OWCA No. 2), and the U.S. Department of Energy (the “DOE”); and

WHEREAS, pursuant to Section 8(c) of the OWCA No. 2, and in consideration for the DOE consenting to, among other things, certain amendments to the LARA, and to the Affiliate Support Agreement, the Accounts Agreement and the Equity Pledge Agreement (each as defined in the OWCA No. 2), the Borrower shall deliver or cause to be delivered to the DOE, among other things, the LAC Warrants (as defined in the OWCA No. 2), the terms of which are described below, and the LAC-GM Joint Venture Warrants (as defined in the OWCA No. 2).

Warrant. This Warrant to Purchase Common Shares (this “Warrant”) certifies that, for value received, 1339480 B.C. Ltd. (“Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (“Issuance Date”) and on or prior to 5:00 p.m. (New York City time) on January 30, 2036 (the “Expiration Time”) but not thereafter, to subscribe for and purchase, up to 18,268,687 common shares, no par value (“Common Shares”) of Lithium Americas Corp., a corporation organized and existing under the laws of British Columbia (the “Company”) (as may be adjusted pursuant to Article 6, the “Warrant Shares”), at a price per Warrant Share of $0.01 (as may be adjusted pursuant to Article 6, the “Exercise Price”), subject to the terms and conditions set forth herein.
Exercise. Holder may exercise this Warrant, in whole or in part, beginning on the Issuance Date, in accordance with the procedures set forth in this Article 2 below.

2.1 Exercise Form. In order to exercise this Warrant, the form of Notice of Exercise attached hereto as Annex A (the “Exercise Form”) must be duly executed and completed and delivered to the Company in e-mail attachment (with a copy to each of General Motors Holdings LLC (“GM”) and Lithium Nevada Ventures LLC (the “JV”)), together with this Warrant for the surrender and cancellation thereof (to the extent described below) (each date on which all such items are delivered to the Company, an “Exercise Date”). No ink-original Exercise Form shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Form be required. Notwithstanding anything herein to the contrary, Holder shall not be required to physically surrender this Warrant to the Company until Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, Holder shall surrender this Warrant to the Company for cancellation. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased in connection with such partial exercise. Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. Notwithstanding anything herein to the contrary, this Warrant shall be automatically exercised in full via cashless exercise pursuant to Section 2.2 without any action by the Holder or the Company at 4:00 p.m., New York time, (x) at the Expiration Time or (y) on the 12-month anniversary of the Issuance Date, and on each one-year anniversary of such date thereafter (each, an “Anniversary Date”), if the VWAP of the Common Shares over the 15 Trading Days ending immediately prior to such Anniversary Date exceeds $30.00 per share (as adjusted to take into account any share split, reverse share split, stock dividend or similar transaction that has occurred since the Issuance Date). If the date on which the Expiration Time is set to occur is not a Business Day, then the Expiration Time shall be deemed to be extended to 12:00 p.m., New York Time, on the next succeeding Business Day. Upon any automatic exercise of this Warrant as provided herein, the Company shall deliver written notice of such exercise to each of the DOE and GM (with a copy to the JV) and the Put Notice (as defined in the Put, Call and Exchange Agreement) shall be deemed to be delivered by the DOE to GM pursuant to Section 2.01(d) of the Put, Call and Exchange Agreement. Promptly following receipt of such written notice, the DOE shall notify GM (with a copy to the JV) of the proposed Warrant Sale Price (as defined in the Put, Call and Exchange Agreement) at which the DOE is willing to effect the Warrant Sale (as defined in the Put, Call and Exchange Agreement).

2.2 Cashless Exercise. Holder shall exercise this Warrant through a cashless exercise, pursuant to which Holder shall be entitled to receive the number of Warrant Shares computed using the following formula:

X = Y (A-B)

Where X = the number of Warrant Shares to be issued to Holder by the Company

Y = the number of Warrant Shares that Holder elects to purchase under this Warrant (inclusive of the Warrant Shares surrendered to the Company in payment of the aggregate Exercise Price pursuant to such cashless exercise)

A = the Per Share Price (as of the date of such calculation)

B = the Exercise Price (as may be adjusted pursuant to Article 6).

The parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act, the Warrant Shares shall take on the characteristics of the Warrant being exercised, and the holding period of the Warrant Shares may be tacked on to the holding period of the Warrant. The Company agrees not to take any position contrary to the foregoing sentence.

Delivery of Warrant Shares.

3.1 As promptly as reasonably practicable on or after an Exercise Date, and in any event within three (3) Business Days thereafter, the Company shall cause the Transfer Agent to issue book-entry interests in the form of a DRS advice representing the number of Warrant Shares exercised on such Exercise Date to the account designated by Holder in the Exercise Form. Such issuance and delivery shall be made without charge to Holder for any issue or transfer tax (other than any such taxes in respect of any transfer by Holder to another person occurring contemporaneously therewith), Transfer Agent fee or other incidental expense in respect of the issuance, all of which such taxes and expenses shall be paid by the Company.

3.2 Legends. Other than as provided below, the Warrant Shares issued upon the exercise of this Warrant shall bear legends as follows:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO A REGISTRATION STATEMENT IN EFFECT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OR OTHER JURISDICTIONS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, SUCH SECURITIES MAY ONLY BE TRANSFERRED IF THE COMPANY HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.”

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MAY 31, 2026.

Subject to applicable Canadian securities laws, if this Warrant is exercised and (A) there is then an effective registration statement permitting the issuance of the Warrant Shares to, or resale of the Warrant Shares by, Holder, or (B) the Warrant Shares are (x) eligible for resale by Holder pursuant to Rule 144 of the Securities Act at the time of sale of such Warrant Shares or (y) eligible for resale by Holder without volume or manner-of-sale limitations pursuant to Rule 144 of the Securities Act, then the Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer Agent to Holder by crediting the account of Holder’s or its designee’s balance account with The Depository Trust Company through its Deposit or Withdrawal at Custodian system. The Company shall, at the request of Holder, promptly deliver all the necessary documentation to cause the Transfer Agent to promptly remove all restrictive legends from any of the Warrant Shares pursuant to the foregoing, and promptly deliver or cause its legal counsel to promptly deliver to the Transfer Agent the necessary legal opinions or instruction letters required by the Transfer Agent, if any, to promptly effectuate the foregoing, subject to receipt of customary representation letters from Holder and, if applicable, its broker.

Transfer.

4.1 General Restrictions. Holder may sell, transfer, assign, pledge or hypothecate (“Transfer”) this Warrant, in whole or in part, subject to compliance with applicable securities laws and the terms of this Warrant. In order to make any Transfer, Holder must deliver to the Company the form of Notice of Transfer attached hereto as Annex B (the “Transfer Form”), duly executed and completed by Holder, together with this Warrant for the surrender and cancellation thereof and remit the payment of all transfer taxes, if any, payable in connection therewith. Within two (2) Business Days of the Company’s receipt of such Transfer Form, this Warrant and reasonably satisfactory evidence of the remittal of payment for all applicable transfer taxes, if any, the Company shall transfer the rights under this Warrant, in whole or in part, on the books of the Company, cancel this Warrant and execute and deliver a new warrant or warrants of like tenor to the appropriate Transferee(s) expressly evidencing the right to purchase the aggregate number of Warrant Shares Transferred pursuant to this Section 4.1 (subject to the execution thereof by such Transferee(s)) and, if applicable, to Holder in accordance with Section 5.1.

4.2 Restrictions Imposed by the Securities Laws. This Warrant and the Warrant Shares issuable upon the exercise hereof shall not be Transferred for a period of four months and a day from the Issuance Date without an exception from applicable Canadian securities laws and, during or after such period, unless and until: (a) the Company has received an opinion of counsel for Holder reasonably acceptable to the Company that the securities may be transferred pursuant to an exemption from registration under the Securities Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company (provided that no such opinion of counsel shall be required in connection with sales of Warrant Shares under Rule 144 of the Securities Act); or (b) a registration statement or a post-effective amendment to a registration statement relating to the offer and sale of such securities has been filed by the Company and declared effective by the Commission and compliance with applicable state securities law has been established to the Company’s satisfaction, acting reasonably and in good faith.

New Warrants to be Issued.

5.1 Partial Exercise or Transfer. Subject to the restrictions in Article 4, this Warrant may be exercised or Transferred in whole or in part. In the event that the exercise or the Transfer hereof is in part only, upon surrender of this Warrant for cancellation, together with the duly executed Exercise Form or Transfer Form, as applicable, and funds sufficient to pay any Exercise Price and/or transfer tax, the Company shall cause to be delivered to Holder without charge a new warrant of like tenor to this Warrant in the name of Holder evidencing the right of Holder to purchase the number of Warrant Shares purchasable hereunder as to which this Warrant has not been exercised or Transferred (subject to Holder’s execution thereof).

5.2 Lost Certificate. Upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant, including a certification by Holder thereof, the Company shall execute and deliver a new warrant of like tenor and date (subject to Holder’s execution thereof). Any such new warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute a contractual obligation on the part of the Company in full substitution of this Warrant and shall become effective immediately upon such execution.

Adjustments.

Common Shares, or (c) combines (by any combination, reverse split or otherwise) its outstanding Common Shares into a smaller number of Common Shares, then the remaining number of Warrant Shares issuable upon the exercise of this Warrant in full immediately prior to any such dividend, distribution, subdivision, or combination shall be proportionately adjusted such that Holder will thereafter receive upon exercise in full of this Warrant the aggregate number of Warrant Shares that Holder would have owned immediately following such action if this Warrant had been exercised in full immediately before the record date, if any, for such action. Any adjustment made pursuant to this Section 6.1 shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

6.3 Adjustments to Exercise Price. Upon any adjustment to the number of Warrant Shares subject to this Warrant pursuant to this Article 6, the Exercise Price shall be adjusted concurrently therewith to equal the product of (a) the Exercise Price (as it may have been previously adjusted pursuant to this Section 6.33) and (b) a fraction, the numerator of which is the total number of Warrant Shares subject to issuance upon the exercise of this Warrant in full before giving effect to such adjustment, and the denominator of which is the total number of Warrant Shares subject to issuance upon the exercise of this Warrant as so adjusted pursuant to this Article 6.

6.4 No Changes in Form of Warrant. This Warrant need not be amended or modified because of any adjustment pursuant to this Article 6, and any Warrant issued after the occurrence of an event requiring an adjustment under this Article 6 may state the same Exercise Price and the same number of Warrant Shares as are stated in this Warrant, subject to Section 5.1. The acceptance by Holder of the issuance of any new warrant reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Issuance Date or the computation thereof.

6.5 Elimination of Fractional Interests. The Company shall not be required to issue fractional Common Shares upon the exercise of this Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may be, to the nearest whole number of Warrant Shares or other securities, properties or rights.

Reservation; Listing. The Company shall at all times reserve and keep available out of its authorized Common Shares, solely for the purpose of issuance upon exercise of this Warrant, such number of Warrant Shares as shall be issuable upon the full exercise of this Warrant. The Company covenants and agrees that, upon exercise of this Warrant and payment of the Exercise Price therefor, in accordance with the terms hereof, all Warrant Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable. Notwithstanding anything to the contrary herein, no Warrant Shares shall be issued at less than their par value, if applicable. The Company shall use its reasonable best efforts to cause all Warrant Shares to be approved for listing, subject to official notice of issuance, on each securities exchange or automated quotation system on which the Common Shares has been listed.

Representations and Warranties of Holder. Holder hereby represents and warrants to the Company as of the date of this Warrant:

(a)	Investment Intent. Holder acknowledges that this Warrant and the Warrant Shares have not been registered<br>under the Securities Act or under any state securities laws. Holder (a) is acquiring this Warrant pursuant to an exemption from registration under the Securities Act solely for investment without a view to sell and with no present intention to<br>distribute it to any person in violation of the Securities Act or any applicable U.S. state securities laws; (b) will not sell or otherwise dispose of this Warrant or the Warrant Shares, except in compliance with the registration requirements<br>or exemption provisions of the Securities Act and any applicable U.S. state securities laws; and (c) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits<br>and risks of this Warrant and the Warrant Shares and of making an informed investment decision.
(b)	Legends. Holder understands that the Warrant Shares will bear a restrictive legend at such time as set<br>forth in Section 3.2.
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(a)

Investment Intent. Holder acknowledges that this Warrant and the Warrant Shares have not been registered under the Securities Act or under any state securities laws. Holder (a) is acquiring this Warrant pursuant to an exemption from registration under the Securities Act solely for investment without a view to sell and with no present intention to distribute it to any person in violation of the Securities Act or any applicable U.S. state securities laws; (b) will not sell or otherwise dispose of this Warrant or the Warrant Shares, except in compliance with the registration requirements or exemption provisions of the Securities Act and any applicable U.S. state securities laws; and (c) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of this Warrant and the Warrant Shares and of making an informed investment decision.

(b)

Legends. Holder understands that the Warrant Shares will bear a restrictive legend at such time as set forth in Section 3.2.

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Representations and Warranties of the Company. The Company hereby represents and warrants to Holder as follows as of the date of this Warrant:

(a)	Organization; Existence and Qualification. The Company is duly incorporated and is validly existing and<br>in good standing under the Laws of the Province of British Columbia, is duly qualified to do business and is in good standing in each jurisdiction in which it is required to qualify in order to conduct its business, except where the failure to so<br>qualify would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect (as defined in the LARA).
(b)	Authorization and Enforceability.
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i.	The Company has the requisite power and authority to execute and deliver this Warrant and to consummate the<br>transactions contemplated hereby. The execution, delivery and performance by the Company of this Warrant and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part<br>of the Company.
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ii.	(A) This Warrant has been duly executed and delivered by the Company and (B) this Warrant constitutes<br>the valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, except, in the case of clause (B) above, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,<br>moratorium or other similar Laws affecting the rights and remedies of creditors generally as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).<br>
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(c)	No Violation. The execution, delivery and performance by the Company of this Warrant do not, and the<br>consummation of the transactions contemplated hereby will not, with or without notice or the passage of time or both: (i) violate any provision of the organizational documents of the Company; (ii) violate or breach the terms of, result in<br>a default under, result in the creation of any lien, or give rise to any right of termination, cancellation, forfeiture, suspension, adverse modification, or acceleration under (x) any note, bond, mortgage, indenture or credit agreement to<br>which the Company is a party and (y) any other contract to which the Company is a party or by which it is bound or to which any of its assets are subject; (iii) violate any judgment, order, ruling, regulation or decree applicable to the<br>Company or any of its properties or assets; or (iv) violate any Law applicable to the Company or any of its properties or assets.
(d)	Consents, Approvals or Waivers. The execution, delivery and performance by the Company of this Warrant<br>(including the authorization, issuance and delivery of the Warrant Shares) will not be subject to or require any consent, approval, authorization, or waiver from, or any registration or filing with or notification to, any Person, except for<br>(i) filings required by federal and state securities laws, (ii) the approval for listing on the NYSE and Toronto Stock Exchange of the Warrant Shares; and (iii) such consents as have been obtained.
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(e)	Listing. The Common Shares have been registered pursuant to Section 12(b) of the Exchange Act and<br>the Common Shares outstanding on the date hereof are listed on a national securities exchange. The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Shares under the Exchange Act or<br>the listing of the Common Shares on such national securities exchange, nor has the Company received any notification that the Commission or such exchange is contemplating terminating such registration or listing. The Company is in compliance with<br>applicable continued listing requirements of such exchange in all material respects.
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(f)	The Warrant and Warrant Shares. This Warrant has been duly authorized and, when executed and delivered<br>as contemplated hereby, will constitute a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization,<br>receivership, moratorium or other Laws affecting creditors’ rights generally and by general principles of equity. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of this Warrant and when so issued in<br>accordance with the terms of this Warrant will be validly issued, fully paid and non-assessable, free and clear of all Liens (other than those arising under applicable securities laws).
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(g)	Anti-Takeover Provisions and Rights Plan. The Board of Directors of the Company has taken all necessary<br>action, and will in the future take any necessary action, to ensure that the transactions contemplated by this Agreement and the consummation thereof, including the exercise of this Warrant in accordance with their terms, will be exempt from any<br>anti-takeover or similar provisions of the Company’s organizational documents, and any other provisions of any applicable “moratorium”, “control share”, “fair price”, “interested stockholder” or<br>other anti-takeover laws and regulations of any jurisdiction, whether existing on the date hereof or implemented after the date hereof. The Company has taken all actions necessary, and will in the future take any necessary action, to render any<br>stockholders’ rights plan of the Company inapplicable to this Warrant and the consummation of the transactions contemplated hereby, including the exercise of this Warrant by Holder in accordance with its terms.
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No Rights as Shareholder until Exercise. This Warrant does not entitle Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof.

Certain Notice Requirements.

11.1 Holder’s Right to Receive Notice. If at any time prior to the earlier to occur of the Expiration Time or the exercise of this Warrant in full, any of the events described in Section 11.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least five (5) Business Days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Without limiting the foregoing, the Company shall deliver to Holder a copy of each notice given to any of the other shareholders of the Company at the same time and in the same manner that any such notice is given to the shareholders.

11.2 Events Requiring Notice. The Company shall be required to give the notice described in this Article 11 upon one or more of the following events: (a) if the Company shall take a record of the holders of its Common Shares for the purpose of entitling them to receive any dividend or other distribution, (b) the Company shall offer to all or substantially all of the holders of its Common Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (c) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed. In addition to and not in limitation of the foregoing, the Company shall be required to give the notice described in this Article 11 prior to consummating any transaction set forth in clauses (a) through (e) of the definition of Extraordinary Transaction, irrespective of whether such transaction entitles the holders of Common Shares to receive (either directly or upon subsequent liquidation) stock, securities or assets (including cash) with respect to or in exchange for Common Shares.

11.3 Notice of Change in Exercise Price. The Company shall, promptly after an event requiring an adjustment pursuant to Article 6, send notice to Holder, which shall describe such event causing the change and the method of calculating same.

11.4 Transmittal of Notices. All notices that are required or may be given pursuant to this Warrant shall be given in writing. Any such notice shall be deemed given (a) when made, if made by hand delivery, and upon confirmation of receipt, if made by electronic mail transmission, (b) one (1) Business Day after being deposited with a next-day courier, postage prepaid or (c) three (3) Business Days after being sent certified or registered mail, return receipt requested, postage prepaid, in each case addressed as follows:

If to Holder:

United States Department of Energy

Loan Programs Office

1000 Independence Avenue, SW

Washington, DC 20585

Attention: Director, Portfolio Management

Email: [***]

With a copy (which shall not constitute notice) to:

Allen Overy Shearman Sterling US LLP

599 Lexington Avenue

New York, New York 10022

Attention: Paul Epstein, Partner

Email: [***]

If to the Company or the JV:

c/o Lithium Americas Corp.

3260-666 Burrard Street

Vancouver, British Columbia, Canada V6C 2X8

Attention: Jonathan Evans, President and CEO

Email: [***]

with a copy (which shall not constitute notice) to:

Vinson & Elkins L.L.P.

845 Texas Ave, Suite 4700

Houston, TX 77002

Attention: Jackson O’Maley; Ben Heriaud

Email: [***]

If to GM:

General Motors Holdings LLC

1240 Woodward Ave.

Detroit, Michigan

USA 48265

Mail Code: 482-22381-1007

Attention: Kurt Hoffman, Director, Corporate Development

Email: [***]

with a copy (which shall not constitute notice) to:

Attention: Lead Counsel, Strategic Transactions and Corporate Development

Email: [***]

Miscellaneous.

12.1 Amendments. The terms of this Warrant may be amended only with the written consent of the Company and Holder.

12.2 Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Warrant.

12.3 Entire Agreement. This Warrant (together with the OWCA No. 2 and the other agreements and documents being delivered pursuant to or in connection with this Warrant or the OWCA No. 2, including, without limitation, the Put, Call and Exchange Agreement) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

12.4 Binding Effect. This Warrant shall inure solely to the benefit of, and shall be binding upon, Holder and the Company and their permitted assignees, respective successors, legal representatives and assigns, and no other Person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Warrant or any provisions herein contained.

12.5 Applicable Law. THIS WARRANT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE FEDERAL LAW OF THE UNITED STATES. TO THE EXTENT THAT FEDERAL LAW DOES NOT SPECIFY THE APPROPRIATE RULE OF DECISION FOR A PARTICULAR MATTER AT ISSUE, IT IS THE INTENTION AND AGREEMENT OF THE PARTIES TO THIS AGREEMENT THAT THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PRINCIPLES (EXCEPT SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW)) SHALL BE ADOPTED AS THE GOVERNING FEDERAL RULE OF DECISION.

12.6 Jurisdiction. Each party hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan in the State of New York and in the federal courts in the Southern District of New York sitting in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Warrant, or for recognition or enforcement of any judgment in connection therewith, and each party hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such courts, to the fullest extent permitted by applicable Law.

12.7 Waiver of Venue. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Warrant in any court referred to in Section 12.6. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

12.8 Service of Process. Each party hereto irrevocably consents to service of process in any action or proceeding arising out of or relating to this Warrant in the manner provided for notices in Section 11.4. Nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by applicable Law.

12.9 Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY HEREBY IRREVOCABLY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING IN WHOLE OR IN PART UNDER, RELATED TO, BASED ON, OR IN CONNECTION WITH, THIS WARRANT OR THE SUBJECT MATTER HEREOF, WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER SOUNDING IN TORT OR CONTRACT OR OTHERWISE. ANY PARTY MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 12.9 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

12.10 Waiver, etc. The failure of the Company or Holder to at any time enforce any of the provisions of this Warrant shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Warrant or any provision hereof or the right of the Company or Holder to thereafter enforce each and every provision of this Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Warrant shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.

Interpretation; Defined Terms. In interpreting this Agreement, except as otherwise indicated in this Warrant or as the context may require, references to “dollars” or “$” shall mean the lawful currency of the United States of America. As used herein:

“Affiliate” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such Person.

“Business Day” means any day other than a Saturday, a Sunday or a day on which the banks are authorized or required by applicable Law to close in the City of New York, New York.

“Commission” means the U.S. Securities and Exchange Commission.

“Common Shares” means the common shares of the Company, no par value.

“Control” (including the terms “Controlled by” and “under common Controlwith”) with respect to any Person means the possession, directly or indirectly, of the power to exercise or determine the voting of more than fifty percent (50%) of the voting rights in a corporation, and, in the case of any other type of entity, the right to exercise or determine the voting of more than fifty percent (50%) of the equity interests having voting rights, or otherwise to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Extraordinary Transaction” means, whether through one transaction or a series of related transactions, any (a) recapitalization of the Company, (b) reclassification of the capital stock of the Company (other than (i) a change in par value, from par value to no par value, from no par value to par value or (ii) as a result of a stock dividend or subdivision, split up or combination of Common Shares to which Section 6.1 applies), (c) consolidation or merger of the Company with and into another Person or of another Person with and into the Company (whether or not the Company is the surviving entity of such consolidation or merger), (d) sale or lease of all or substantially all of the Company’s assets (on a consolidated basis) or capital stock to another Person or (e) other similar transaction, in each case, that entitles the holders of Common Shares to receive (either directly or upon subsequent liquidation) stock, securities or assets (including cash) with respect to or in exchange for Common Shares.

“Governmental Authority” means any federal, state, local or foreign government and/or any political subdivision thereof, including departments, courts, arbitrators, commissions, boards, bureaus, ministries, agencies or other instrumentalities.

“Laws” means all laws, statutes, constitutions, rules, regulations, ordinances, orders, decrees, requirements, judgments and codes of Governmental Authorities.

“NYSE” means New York Stock Exchange.

“Per Share Price” means: (a) if the Company’s Common Shares are traded on a securities exchange, the Per Share Price shall be deemed to be the closing price of Company’s Common Shares as quoted on any exchange for the trading day immediately prior to the applicable Exercise Date, as reported by Bloomberg; (b) if the Company’s Common Shares are actively traded over-the-counter, the Per Share Price shall be deemed to be the closing bid or sales price, whichever is applicable, of the Company’s Common Shares for the trading day immediately prior to the applicable Exercise Date, as reported by Bloomberg; or (c) if neither clause (a) nor (b) above is applicable, the Per Share Price shall be determined in good faith by the Board based on relevant facts and circumstances at the time of the cashless exercise under Section 2.2, including in the case of a change of control of the Company the consideration receivable by the holders of the Common Shares in such change of control, in each case of clauses (a) through (c) above, as may be adjusted pursuant to Article 6.

“Person” (including the term “Persons”) means any individual, partnership, firm, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity of whatever nature.

“Put, Call and Exchange Agreement” means that certain Put, Call and Exchange Agreement dated as of the Issuance Date, by and among the Company, Lithium Americas Corp., LAC US Corp., General Motors Holdings LLC, and the DOE.

“SecuritiesAct” means the Securities Act of 1933, as amended.

“Trading Day” means a day on which the Company’s primary Trading Market is open for trading.

“Trading Market” means any of the following markets or exchanges on which the Common Shares are listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, OTCQB or OTCQX (or any successors to any of the foregoing).

“Transfer Agent” means Odyssey Trust Company, or such other entity as the Company may designate to act as the transfer agent for its Common Shares from time to time.

“VWAP” means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Shares are then listed or quoted on the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange, the daily volume weighted average price of the Common Shares for such date (or the nearest preceding date) on the primary Trading Market on which the Common Shares are then listed or quoted as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is the primary Trading Market, the volume weighted average price of the Common Shares for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Shares are not then listed or quoted for trading on OTCQB or OTCQX and if prices for the Common Shares are then reported on the Pink Open Market (or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Shares so reported, or (d) in all other cases, the fair market value of a Common Share as determined by an independent appraiser selected in good faith by the Holders of a majority in interest of the Warrants then outstanding and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be duly executed as of the date hereof.

LITHIUM AMERICAS CORP.
By:	/s/ Jonathan Evans
	Name: Jonathan Evans
	Title: Chief Executive Officer

[SIGNATURE PAGE TO WARRANT AGREEMENT – LITHIUM AMERICAS CORP.]

1339480 B.C. LTD.
By:	/s/ Jonathan Evans
	Name: Jonathan Evans
	Title: Chief Executive Officer

[SIGNATURE PAGE TO WARRANT AGREEMENT - HOLDER]

Annex A ****

NOTICE OF EXERCISE

Date: __________, 20___

The undersigned hereby elects irrevocably to exercise the Warrant to Purchase Common Shares (the “Warrant”) attached hereto for surrender and cancellation for ______ Common Shares, no par value (the “Warrant Shares”), of Lithium Americas Corp., a corporation organized and existing under the laws of British Columbia (the “Company”), and hereby elects to exercise the Warrant on a cashless basis and to convert its right to purchase ________ Warrant Shares under the Warrant for ______ Warrant Shares, in accordance with the following formula:

X = Y (A-B)

Where X = the number of Warrant Shares to be issued to Holder by the Company

Y = the number of Warrant Shares that Holder elects to purchase under the Warrant (inclusive of the Warrant Shares surrendered to the Company in payment of the aggregate Exercise Price pursuant to such cashless exercise)

A = the Per Share Price which is equal to $_______.

B = the Exercise Price which is equal to $_______ per Warrant Share.

Please issue the Warrant Shares as to which the Warrant is exercised and, if applicable, a new warrant of like tenor representing the number of Warrant Shares for which the Warrant has not been exercised.

The DOE acknowledges and agrees that this Notice of Exercise shall be deemed to be a Put Notice pursuant to Section 2.1 of the Warrant and Section 2.01(d) of the Put, Call and Exchange Agreement and shall deliver a copy of this Notice of Exercise to each of GM and the JV. The proposed Warrant Sale Price at which the DOE is willing to effect the Warrant Sale is $_______ per Non-Voting Unit (as defined in the Put, Call and Exchange agreement) of the JV.

Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Warrant.

1339480 B.C. LTD.
By:
Name:	Jonathan Evans
Title:	Chief Executive Officer

Annex B

NOTICE OF TRANSFER

FOR VALUE RECEIVED, __________________ does hereby sell, assign and transfer unto __________________ the right to purchase _________ common shares, no par value, of Lithium Americas Corp., a corporation organized and existing under the laws of British Columbia (the “Company”), evidenced by the Warrant to Purchase Common Shares attached hereto for surrender and cancellation and does hereby authorize the Company to transfer such right on the books of the Company.

Dated: __________, 20__

1339480 B.C. LTD.
By:
Name:	Jonathan Evans
Title:	Chief Executive Officer

EX-10.2

Exhibit 10.2

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY AND ANY SECURITY ISSUED ON EXERCISE HEREOF MUST NOT TRADE THE SECURITY BEFORE MAY 31, 2026.

THE REGISTERED HOLDER OF THIS WARRANT, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED.

AMENDED AND RESTATED WARRANT TO PURCHASE COMMON SHARES

For the Purchase of Up to 18,268,687 Common Shares

LITHIUM AMERICAS CORP.

Warrant. This Amended and Restated Warrant to Purchase Common Shares (this “Warrant”) certifies that, for value received, the U.S. Department of Energy or its permitted assigns (“Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (“Issuance Date”) and on or prior to 5:00 p.m. (New York City time) on January 30, 2036 (the “Expiration Time”) but not thereafter, to subscribe for and purchase, up to 18,268,687 common shares, no par value (“Common Shares”) of Lithium Americas Corp., a corporation organized and existing under the laws of British Columbia (the “Company”) (as may be adjusted pursuant to Article 6, the “Warrant Shares”), at a price per Warrant Share of $0.01 (as may be adjusted pursuant to Article 6, the “Exercise Price”), subject to the terms and conditions set forth herein.

Exercise. Holder may exercise this Warrant, in whole or in part, beginning on the Issuance Date, in accordance with the procedures set forth in this Article 2 below.

X = Y (A-B)

Where X = the number of Warrant Shares to be issued to Holder by the Company

A = the Per Share Price (as of the date of such calculation)

B = the Exercise Price (as may be adjusted pursuant to Article 6).

Delivery of Warrant Shares.

3.2 Legends. Other than as provided below, the Warrant Shares issued upon the exercise of this Warrant shall bear legends as follows:

“UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MAY 31, 2026.

Transfer.

New Warrants to be Issued.

Adjustments.

6.1 Adjustments to Number of Warrant Shares. In the event that the Company (a) pays a dividend in Common Shares or makes a distribution in Common Shares or any other equity or equity equivalent security payable in Common Shares to holders of its outstanding Common Shares, (b) subdivides (by any split, recapitalization or otherwise) its outstanding Common Shares into a greater number of Common Shares, or (c) combines (by any combination, reverse split or otherwise) its outstanding Common Shares into a smaller number of Common Shares, then the remaining number of Warrant Shares issuable upon the exercise of this Warrant in full immediately prior to any such dividend, distribution, subdivision, or combination shall be proportionately adjusted such that Holder will thereafter receive upon exercise in full of this Warrant the aggregate number of Warrant Shares that Holder would have owned immediately following such action if this Warrant had been exercised in full immediately before the record date, if any, for such action. Any adjustment made pursuant to this Section 6.1 shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

Reservation; Listing. The Company shall at all times reserve and keep available out of its authorized Common Shares, solely for the purpose of issuance upon exercise of this Warrant, such number of Warrant Shares as shall be issuable upon the full exercise of this Warrant. The Company covenants and agrees that, upon exercise of this Warrant and payment of the Exercise Price therefor, in accordance with the terms hereof, all Warrant Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable. Notwithstanding anything to the contrary herein, no Warrant Shares shall be issued at less than their par value, if applicable. The Company shall use its reasonable best efforts to cause all Warrant Shares to be approved for listing, subject to official notice of issuance, on each securities exchange or automated quotation system on which the Common Shares has been listed.

Representations and Warranties of Holder. Holder hereby represents and warrants to the Company as of the date of this Warrant:

(a)	Investment Intent. Holder acknowledges that this Warrant and the Warrant Shares have not been registered<br>under the Securities Act or under any state securities laws. Holder (a) is acquiring this Warrant pursuant to an exemption from registration under the Securities Act solely for investment without a view to sell and with no present intention to<br>distribute it to any person in violation of the Securities Act or any applicable U.S. state securities laws; (b) will not sell or otherwise dispose of this Warrant or the Warrant Shares, except in compliance with the registration requirements<br>or exemption provisions of the Securities Act and any applicable U.S. state securities laws; and (c) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits<br>and risks of this Warrant and the Warrant Shares and of making an informed investment decision.
(b)	Legends. Holder understands that the Warrant Shares will bear a restrictive legend at such time as set<br>forth in Section 3.2.
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(a)

(b)

Legends. Holder understands that the Warrant Shares will bear a restrictive legend at such time as set forth in Section 3.2.

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Representations and Warranties of the Company. The Company hereby represents and warrants to Holder as follows as of the date of this Warrant:

(a)	Organization; Existence and Qualification. The Company is duly incorporated and is validly existing and<br>in good standing under the Laws of the Province of British Columbia, is duly qualified to do business and is in good standing in each jurisdiction in which it is required to qualify in order to conduct its business, except where the failure to so<br>qualify would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect (as defined in the LARA).
(b)	Authorization and Enforceability.
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i.	The Company has the requisite power and authority to execute and deliver this Warrant and to consummate the<br>transactions contemplated hereby. The execution, delivery and performance by the Company of this Warrant and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part<br>of the Company.
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ii.	(A) This Warrant has been duly executed and delivered by the Company and (B) this Warrant constitutes<br>the valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, except, in the case of clause (B) above, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,<br>moratorium or other similar Laws affecting the rights and remedies of creditors generally as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).<br>
---	---

(c)	No Violation. The execution, delivery and performance by the Company of this Warrant do not, and the<br>consummation of the transactions contemplated hereby will not, with or without notice or the passage of time or both: (i) violate any provision of the organizational documents of the Company; (ii) violate or breach the terms of, result in<br>a default under, result in the creation of any lien, or give rise to any right of termination, cancellation, forfeiture, suspension, adverse modification, or acceleration under (x) any note, bond, mortgage, indenture or credit agreement to<br>which the Company is a party and (y) any other contract to which the Company is a party or by which it is bound or to which any of its assets are subject; (iii) violate any judgment, order, ruling, regulation or decree applicable to the<br>Company or any of its properties or assets; or (iv) violate any Law applicable to the Company or any of its properties or assets.
(d)	Consents, Approvals or Waivers. The execution, delivery and performance by the Company of this Warrant<br>(including the authorization, issuance and delivery of the Warrant Shares) will not be subject to or require any consent, approval, authorization, or waiver from, or any registration or filing with or notification to, any Person, except for<br>(i) filings required by federal and state securities laws, (ii) the approval for listing on the NYSE and Toronto Stock Exchange of the Warrant Shares; and (iii) such consents as have been obtained.
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(e)	Listing. The Common Shares have been registered pursuant to Section 12(b) of the Exchange Act and<br>the Common Shares outstanding on the date hereof are listed on a national securities exchange. The Company has taken no action designed to, or likely to have the effect of, terminating the registration of the Common Shares under the Exchange Act or<br>the listing of the Common Shares on such national securities exchange, nor has the Company received any notification that the Commission or such exchange is contemplating terminating such registration or listing. The Company is in compliance with<br>applicable continued listing requirements of such exchange in all material respects.
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(f)	The Warrant and Warrant Shares. This Warrant has been duly authorized and, when executed and delivered<br>as contemplated hereby, will constitute a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization,<br>receivership, moratorium or other Laws affecting creditors’ rights generally and by general principles of equity. The Warrant Shares have been duly authorized and reserved for issuance upon exercise of this Warrant and when so issued in<br>accordance with the terms of this Warrant will be validly issued, fully paid and non-assessable, free and clear of all Liens (other than those arising under applicable securities laws).
---	---
(g)	Anti-Takeover Provisions and Rights Plan. The Board of Directors of the Company has taken all necessary<br>action, and will in the future take any necessary action, to ensure that the transactions contemplated by this Agreement and the consummation thereof, including the exercise of this Warrant in accordance with their terms, will be exempt from any<br>anti-takeover or similar provisions of the Company’s organizational documents, and any other provisions of any applicable “moratorium”, “control share”, “fair price”, “interested stockholder” or<br>other anti-takeover laws and regulations of any jurisdiction, whether existing on the date hereof or implemented after the date hereof. The Company has taken all actions necessary, and will in the future take any necessary action, to render any<br>stockholders’ rights plan of the Company inapplicable to this Warrant and the consummation of the transactions contemplated hereby, including the exercise of this Warrant by Holder in accordance with its terms.
---	---

No Rights as Shareholder until Exercise. This Warrant does not entitle Holder to any voting rights or other rights as a shareholder of the Company prior to the exercise hereof.

Certain Notice Requirements.

If to Holder:

United States Department of Energy

Loan Programs Office

1000 Independence Avenue, SW

Washington, DC 20585

Attention: Director, Portfolio Management

Email: [***]

With a copy (which shall not constitute notice) to:

Allen Overy Shearman Sterling US LLP

599 Lexington Avenue

New York, New York 10022

Attention: Paul Epstein, Partner

Email: [***]

If to the Company or the JV:

c/o Lithium Americas Corp.

3260-666 Burrard Street

Vancouver, British Columbia, Canada V6C 2X8

Attention: Jonathan Evans, President and CEO

Email: [***]

with a copy (which shall not constitute notice) to:

Vinson & Elkins L.L.P.

845 Texas Ave, Suite 4700

Houston, TX 77002

Attention: Jackson O’Maley; Ben Heriaud

Email: [***]

If to GM:

General Motors Holdings LLC

1240 Woodward Ave.

Detroit, Michigan

USA 48265

Mail Code: 482-22381-1007

Attention: Kurt Hoffman, Director, Corporate Development

Email: [***]

with a copy (which shall not constitute notice) to:

Attention: Lead Counsel, Strategic Transactions and Corporate Development

Email: [***]

Miscellaneous.

12.1 Amendments. The terms of this Warrant may be amended only with the written consent of the Company and Holder.

Interpretation; Defined Terms. In interpreting this Agreement, except as otherwise indicated in this Warrant or as the context may require, references to “dollars” or “$” shall mean the lawful currency of the United States of America. As used herein:

“Business Day” means any day other than a Saturday, a Sunday or a day on which the banks are authorized or required by applicable Law to close in the City of New York, New York.

“Commission” means the U.S. Securities and Exchange Commission.

“Common Shares” means the common shares of the Company, no par value.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Laws” means all laws, statutes, constitutions, rules, regulations, ordinances, orders, decrees, requirements, judgments and codes of Governmental Authorities.

“NYSE” means New York Stock Exchange.

“SecuritiesAct” means the Securities Act of 1933, as amended.

“Trading Day” means a day on which the Company’s primary Trading Market is open for trading.

“Transfer Agent” means Odyssey Trust Company, or such other entity as the Company may designate to act as the transfer agent for its Common Shares from time to time.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be duly executed as of the date hereof.

LITHIUM AMERICAS CORP.
By:	/s/ Jonathan Evans
Name: Jonathan Evans
Title: Chief Executive Officer

[SIGNATURE PAGE TO AMENDED AND RESTATED WARRANT AGREEMENT – LITHIUM AMERICAS CORP.]

UNITED STATES DEPARTMENT OF ENERGY
By:	/s/ Rupinder Kaur
Name: Rupinder Kaur
Title: Director, Portfolio Management Division<br><br><br>Officer of Energy Dominance Financing (EDF)

[SIGNATURE PAGE TO AMENDED AND RESTATED WARRANT AGREEMENT - HOLDER]

Annex A

NOTICE OF EXERCISE

Date: __________, 20___

The undersigned hereby elects irrevocably to exercise the Amended and Restated Warrant to Purchase Common Shares (the “Warrant”) attached hereto for surrender and cancellation for ______ Common Shares, no par value (the “Warrant Shares”), of Lithium Americas Corp., a corporation organized and existing under the laws of British Columbia (the “Company”), and hereby elects to exercise the Warrant on a cashless basis and to convert its right to purchase ________ Warrant Shares under the Warrant for ______ Warrant Shares, in accordance with the following formula:

X = Y (A-B)

Where X = the number of Warrant Shares to be issued to Holder by the Company

A = the Per Share Price which is equal to $_______.

B = the Exercise Price which is equal to $_______ per Warrant Share.

Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Warrant.

UNITED STATES DEPARTMENT OF ENERGY
By:
Name:
Title:

Annex B

NOTICE OF TRANSFER

FOR VALUE RECEIVED, __________________ does hereby sell, assign and transfer unto __________________ the right to purchase _________ common shares, no par value, of Lithium Americas Corp., a corporation organized and existing under the laws of British Columbia (the “Company”), evidenced by the Amended and Restated Warrant to Purchase Common Shares attached hereto for surrender and cancellation and does hereby authorize the Company to transfer such right on the books of the Company.

Dated: __________, 20__
UNITED STATES DEPARTMENT OF ENERGY
By:
Name:
Title:

EX-10.3

Exhibit 10.3

THE REGISTERED HOLDER OF THIS WARRANT, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED.

WARRANT TO PURCHASE NON-VOTING UNITS

For the Purchase of 8,656,509,695 Non-Voting Units

LITHIUM NEVADA VENTURES LLC

WHEREAS, pursuant to Section 8(c) of the OWCA No. 2, and in consideration for the DOE consenting to, among other things, the Borrower’s entry into certain amendments to the LARA, the Affiliate Support Agreement, the Accounts Agreement and the Equity Pledge Agreement (each as defined in the OWCA No. 2), the Borrower shall deliver or cause to be delivered to the DOE, among other things, the LAC-GM Joint Venture Warrants (as defined in the OWCA No. 2), the terms of which are described below, and the LAC Warrants (as defined in the OWCA No. 2).

Warrant. This Warrant to Purchase Non-Voting Units (this “Warrant”) certifies that, for value received, the Lithium Nevada Projects LLC, a Nevada limited liability company, or its permitted assigns (“Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (“Issuance Date”) and on or prior to 5:00 p.m. (New York City time) on January 30, 2036 (the “Expiration Time”) but not thereafter, to subscribe for and purchase from Lithium Nevada Ventures LLC, a Delaware limited liability company (the “Company”), up to 8,656,509,695 Non-Voting Units (as may be adjusted pursuant to Article 6, the “Warrant Units”), at a price per Warrant Unit of $0.0001 (as may be adjusted pursuant to Article 6, the “ExercisePrice”), subject to the terms and conditions set forth herein.
Exercise. Holder may exercise this Warrant, in full and not in part, beginning on the Issuance Date, in accordance with the procedures set forth in this Article 2 below.

2.1 Exercise Form. In order to exercise this Warrant, the form of Notice of Exercise attached hereto as Annex A (the “Exercise Form”) must be duly executed and completed and delivered to the Company in e-mail attachment, together with this Warrant for the surrender and cancellation thereof (to the extent described below) (each date on which all such items are delivered to the Company, an “Exercise Date”). No ink-original Exercise Form shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Form be required. Notwithstanding anything herein to the contrary, Holder shall not be required to physically surrender this Warrant to the Company until Holder has purchased all of the Warrant Units available hereunder and the Warrant has been exercised in full, in which case, Holder shall surrender this Warrant to the Company for cancellation. If this Warrant has not been exercised in full by the Business Day immediately prior to the Expiration Time, it shall automatically exercise in full on a cashless basis as provided for in Section 2.2 on such date. If the date on which the Expiration Time is set to occur is not a Business Day, then the Expiration Time shall be deemed to be extended to 12:00 p.m., New York City Time, on the next succeeding Business Day.

2.2 Cashless Exercise. Holder shall exercise this Warrant through a cashless exercise, pursuant to which Holder shall be entitled to receive the number of Warrant Units computed using the following formula:

X = Y (A-B)

Where X = the number of Warrant Units to be issued to Holder by the Company

Y = the number of Warrant Units that Holder elects to purchase under this Warrant (inclusive of the Warrant Units surrendered to the Company in payment of the aggregate Exercise Price pursuant to such cashless exercise)

A = the Per Unit Price (as of the date of such calculation)

B = the Exercise Price (as may be adjusted pursuant to Article 6).

Delivery of Warrant Units.

3.1 As promptly as reasonably practicable on or after the Exercise Date, and in any event within three (3) Business Days thereafter, the Company shall cause to be issued a duly executed version of the LLC Agreement, amended to reflect Holder as a Member (as defined in the LLC Agreement), and a certificate or certificates for the number of duly authorized Warrant Units to which Holder shall be entitled upon such exercise (or equivalent evidence of the Company’s membership interests if no certificates are utilized by the Company). Such issuance and delivery shall be made without charge to Holder for any issue or transfer tax (other than any such taxes in respect of any transfer by Holder to another person occurring contemporaneously therewith), or other incidental expense in respect of the issuance, all of which such taxes and expenses shall be paid by the Company.

Transfer.

4.1 General Restrictions. Except as expressly permitted in the Put, Call and Exchange Agreement or with the Company’s prior written consent, in its sole discretion, neither this Warrant nor any Warrant Units issued upon exercise of this Warrant may be sold, transferred, assigned, pledged or hypothecated (a “Transfer”), in whole or in part.

New Warrants to be Issued.

5.1 No Partial Exercise or Transfer. This Warrant may be exercised or Transferred (subject to the restrictions set forth in Section 4.1) only in full and not in part.

Adjustments.

6.1 Adjustments to Number of Warrant Units. In the event that the Company (a) pays a dividend in Units or makes a distribution in Units or any other equity or equity equivalent security payable in Units to holders of its outstanding Units, (b) subdivides (by any split, recapitalization or otherwise) its outstanding Units into a greater number of Units, or (c) combines (by any combination, reverse split or otherwise) its outstanding Units into a smaller number of Units, then the remaining number of Warrant Units issuable upon the exercise of this Warrant in full immediately prior to any such dividend, distribution, subdivision, or combination shall be proportionately adjusted such that Holder will thereafter receive upon exercise in full of this Warrant the aggregate number of Warrant Units that Holder would have owned immediately following such action if this Warrant had been exercised in full immediately before the record date, if any, for such action. Any adjustment made pursuant to this Section 6.1 shall become effective immediately after the effective date of such event retroactive to the record date, if any, for such event.

6.2 Extraordinary Transactions. If the Company effects any Extraordinary Transaction, then immediately prior to the consummation of such Extraordinary Transaction, this Warrant shall automatically become exercisable for the kind and amount of securities, cash or other assets which Holder would have owned immediately after the consummation of such Extraordinary Transaction (“Alternate Consideration”) if Holder had exercised in full this Warrant immediately before the consummation of such Extraordinary Transaction. If holders of Units are given any choice as to the kind or amount of securities, cash or other assets receivable upon the consummation of such Extraordinary Transaction, then Holder shall be given the same choice as to such consideration it receives upon exercise of this Warrant in connection with such Extraordinary Transaction. If the Company undertakes an Extraordinary Transaction in which the Company is not the surviving entity and the Alternate Consideration includes securities of another person, then the definitive agreements for such Extraordinary Transaction shall provide that, prior to or simultaneously with the consummation of such Extraordinary Transaction, any successor to the Company, surviving entity or other person (including any purchaser of assets of the Company) (each, a “Successor Entity”) shall assume the obligation to deliver to Holder such Alternate Consideration as Holder is entitled to receive in accordance with this Section 6.2. The terms of any definitive agreement pursuant to which an Extraordinary Transaction is effected shall include terms requiring any such successor or surviving entity to comply with the provisions of this Section 6.2 and ensuring that this Warrant (or any such replacement security) will be similarly adjusted upon any subsequent Extraordinary Transaction. The Company shall cause any Successor Entity, substantially concurrent with the consummation of such Extraordinary Transaction, to either (a) assume in writing all of the obligations of the Company under this Warrant pursuant to written agreements in form and substance reasonably satisfactory to Holder and approved by Holder or (b) deliver to Holder in exchange for this Warrant a security of the Successor Entity evidenced

by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of units (or shares of capital stock) of such Successor Entity (or its parent entity) equivalent to the Units receivable upon exercise of this Warrant prior to such Extraordinary Transaction, and with an exercise price which applies the exercise price hereunder to such units (or shares of capital stock) (but taking into account the relative value of the Units and the value of such units (or shares of capital stock), such adjustments to the number of units (or shares of capital stock) and such exercise price being for the purpose of maintaining the economic value of this Warrant as of immediately prior to the consummation of such Extraordinary Transaction). Upon the occurrence of any Extraordinary Transaction, the Successor Entity shall succeed to, and be substituted for the Company (so that from and after the date of such Extraordinary Transaction, the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity (or its parent entity)), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant with the same effect as if such Successor Entity had been named as the Company herein. For the avoidance of doubt, if this Section 6.2 applies to an Extraordinary Transaction, Section 6.1 shall not apply. Notwithstanding the forgoing or anything to the contrary in this Warrant, Holder acknowledges and agrees that, for so long as this Warrant is outstanding, Holder shall be bound by the obligations set forth in Section 10.4 (Drag-Along Right) of the LLC Agreement as if Holder was a Member under the LLC Agreement (and this Warrant shall be deemed to have been exercised in full immediately prior to the consummation of the applicable Drag-Along Sale (as defined in the LLC Agreement)).

6.3 Adjustments for Contribution Agreement. Upon the final determination of the number of Units (as defined in the LLC Agreement) issued in the aggregate to General Motors Holdings LLC and LAC US Corp. pursuant to the JV – GM Issuance (as defined in the Contribution Agreement) in accordance with the terms and conditions of the Contribution Agreement, the number of Warrant Units issuable upon the exercise of this Warrant shall be increased in accordance with the following formula:

X = 0.05 (Y / 0.95)

Where X = the additional number of Warrant Units to be issuable upon the exercise of this Warrant.

Y = the number of Units issued in the aggregate to General Motors Holdings LLC and LAC US Corp. pursuant to the JV – GM Issuance.

6.4 Adjustments to Exercise Price. Upon any adjustment to the number of Warrant Units subject to this Warrant pursuant to this Article 6, the Exercise Price shall be adjusted concurrently therewith to equal the product of (a) the Exercise Price (as it may have been previously adjusted pursuant to this Section 6.4) and (b) a fraction, the numerator of which is the total number of Warrant Units subject to issuance upon the exercise of this Warrant in full before giving effect to such adjustment, and the denominator of which is the total number of Warrant Units subject to issuance upon the exercise of this Warrant as so adjusted pursuant to this Article 6.

6.5 No Changes in Form of Warrant. This Warrant need not be amended or modified because of any adjustment pursuant to this Article 6, and any Warrant issued after the occurrence of an event requiring an adjustment under this Article 6 may state the same Exercise Price and the same number of Warrant Units as are stated in this Warrant, subject to Section 5.1. The acceptance by Holder of the issuance of any new warrant reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the Issuance Date or the computation thereof.

Representations and Warranties of Holder. Holder hereby represents and warrants to the Company as of the date of hereof that this Warrant and the Warrant Units have not been registered under the Securities Act or under any state securities laws. Holder (a) is acquiring this Warrant pursuant to an exemption from registration under the Securities Act solely for investment without a view to sell and with no present intention to distribute them to any person in violation of the Securities Act or any applicable U.S. state securities laws; (b) will not sell or otherwise dispose of any of this Warrant or the Warrant Units, except in compliance with the registration requirements or exemption provisions of the Securities Act and any applicable U.S. state securities laws; and (c) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of this Warrant and the Warrant Units and of making an informed investment decision.
Representations and Warranties of the Company. The Company hereby represents and warrants to Holder as follows as of the date of this Warrant:

(a)	Organization; Existence and Qualification. The Company is duly formed and is validly existing and in<br>good standing under the Laws of the state of its organization, is duly qualified to do business and is in good standing in each jurisdiction in which it is required to qualify in order to conduct its business, except where the failure to so qualify<br>would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect (as defined in the LARA).
(b)	Authorization and Enforceability.
---	---
i.	The Company has the requisite power and authority to execute and deliver this Warrant and to consummate the<br>transactions contemplated hereby. The execution, delivery and performance by the Company of this Warrant and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part<br>of the Company.
---	---
ii.	(A) This Warrant has been duly executed and delivered by the Company and (B) this Warrant constitutes<br>the valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, except, in the case of clause (B) above, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,<br>moratorium or other similar Laws affecting the rights and remedies of creditors generally as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).<br>
---	---
(c)	No Violation. The execution, delivery and performance by the Company of this Warrant do not, and the<br>consummation of the transactions contemplated hereby will not, with or without notice or the passage of time or both: (i) violate any provision of the organizational documents of the Company; (ii) violate or breach the terms of, result in<br>a default under, result in the creation of any lien, or give rise to any right of termination, cancellation, forfeiture, suspension, adverse modification, or acceleration under (x) any note, bond, mortgage, indenture or credit agreement to<br>which the Company is a party and (y) any other contract to which the Company is a party or by which it is bound or to which any of its assets are subject; (iii) violate any judgment, order, ruling, regulation or decree applicable to the<br>Company or any of its properties or assets; or (iv) violate any Law applicable to the Company or any of its properties or assets.
---	---
(d)	Consents, Approvals or Waivers. The execution, delivery and performance by the Company of this Warrant<br>(including the authorization, issuance and delivery of the Warrant Units) will not be subject to or require any consent, approval, authorization, or waiver from, or any registration or filing with or notification to, any Person, except for<br>(i) filings required by federal and state securities laws, (ii) the approval for listing on the NYSE and Toronto Stock Exchange of the Warrant Units; and (iii) such consents as have been obtained.
---	---

(e)

The Warrant and Warrant Units. Each Warrant has been duly authorized and, when executed and delivered as contemplated hereby, will constitute a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other Laws affecting creditors’ rights generally and by general principles of equity. The Warrant Units have been duly authorized and reserved for issuance upon exercise of this Warrant and when so issued in accordance with the terms of this Warrant will be validly issued and fully paid, free and clear of all Liens (other than those arising under applicable securities laws).

No Rights as Member until Exercise. This Warrant does not entitle Holder to any voting rights or other rights as a Member of the Company prior to the exercise hereof. Upon the exercise of this Warrant, Holder shall receive Non-Voting Units (as defined in the LLC Agreement), and such Non-Voting Units shall only have the rights expressly set forth in the LLC Agreement and the Put, Call and Exchange Agreement.
Tax Treatment of Warrant. As provided in Section 4.3 of the LLC Agreement, Holder will be treated as currently owning the Non-Voting Units (as defined in the LLC Agreement) for U.S. federal (and applicable state and local) income tax purposes.
Certain Notice Requirements.

11.1 Holder’s Right to Receive Notice. If at any time prior to the earlier to occur of the Expiration Time or the exercise of this Warrant in full, any of the events described in Section 11.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least five (5) Business Days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the members entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Without limiting the foregoing, the Company shall deliver to Holder a copy of each notice given to any of the other members of the Company at the same time and in the same manner that any such notice is given to the members.

11.2 Events Requiring Notice. The Company shall be required to give the notice described in this Article 11 upon one or more of the following events: (a) the Company shall offer to all or substantially all of the holders of its Units any additional membership interests in the Company or securities convertible into or exchangeable for membership interests in the Company, or any option, right or warrant to subscribe therefor, or (b) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed. In addition to and not in limitation of the foregoing, the Company shall be required to give the notice described in this Article 11 prior to consummating any transaction set forth in clauses (a) through (e) of the definition of Extraordinary Transaction, irrespective of whether such transaction entitles the holders of Units to receive (either directly or upon subsequent liquidation) stock, securities or assets (including cash) with respect to or in exchange for Units.

11.4 Transmittal of Notices. All notices that are required or may be given pursuant to this Warrant shall be sufficient in all respects if given in writing. Any such notice shall be deemed given (a) when made, if made by hand delivery, and upon confirmation of receipt, if made by electronic mail transmission, (b) one (1) Business Day after being deposited with a next-day courier, postage prepaid or (c) three (3) Business Days after being sent certified or registered mail, return receipt requested, postage prepaid, in each case addressed as follows:

If to Holder:

c/o Lithium Americas Corp.

3260-666 Burrard Street

Vancouver, British Columbia, Canada V6C 2X8

Attention: Jonathan Evans, President and CEO

Email: [***]

with a copy (which shall not constitute notice) to:

Vinson & Elkins L.L.P.

845 Texas Ave, Suite 4700

Houston, TX 77002

Attention: Robert Hughes; Austin White

Email: [***]

If to the Company:

c/o Lithium Americas Corp.

3260-666 Burrard Street

Vancouver, British Columbia, Canada V6C 2X8

Attention: Jonathan Evans, President and CEO

Email: [***]

with a copy (which shall not constitute notice) to:

Vinson & Elkins L.L.P.

845 Texas Ave, Suite 4700

Houston, TX 77002

Attention: Robert Hughes; Austin White

Email: [***]

Miscellaneous.

12.1 Amendments. The terms of this Warrant may be amended only with the written consent of the Company and Holder.

12.3 Entire Agreement. This Warrant (together with the OWCA No. 2 and the other agreements and documents being delivered pursuant to or in connection with this Warrant or the OWCA No. 2, including without limitation the Put, Call and Exchange Agreement) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

12.6 Jurisdiction. Each party hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan in the State of New York and in the federal courts in the Southern District of New York, sitting in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Warrant, or for recognition or enforcement of any judgment in connection therewith, and each party hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such courts, to the fullest extent permitted by applicable Law.

12.7 Waiver of Venue. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Warrant in any court referred to in Section 11.6. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Interpretation; Defined Terms. In interpreting this Agreement, except as otherwise indicated in this Warrant or as the context may otherwise require, references to “dollars” or “$” shall mean the lawful currency of the United States of America. As used herein:

“Business Day” means any day other than a Saturday, a Sunday or a day on which the banks are authorized or required by applicable Law to close in the City of New York, New York.

“Control” (including the terms “Controlled by” and “under common Control with”) with respect to any Person means the possession, directly or indirectly, of the power to exercise or determine the voting of more than fifty percent (50%) of the voting rights in a corporation, and, in the case of any other type of entity, the right to exercise or determine the voting of more than fifty percent (50%) of the equity interests having voting rights, or otherwise to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“ContributionAgreement” means that certain Contribution Agreement, dated on or about the date hereof, by and among Lithium Americas Corp., 1339480 B.C. Ltd., LAC US Corp., the Company, Lithium Nevada Projects LLC, the Borrower and General Motors Holdings LLC.

“Extraordinary Transaction” means, whether through one transaction or a series of related transactions, any (a) recapitalization of the Company, (b) reclassification of the membership interests of the Company (other than as a result of a distribution of membership interests or subdivision, split up or combination of Units to which Section 6.1 applies), (c) consolidation or merger of the Company with and into another Person or of another Person with and into the Company (whether or not the Company is the surviving entity of such consolidation or merger), (d) sale or lease of all or substantially all of the Company’s assets (on a consolidated basis) or membership interest to another Person or (e) other similar transaction, in each case, that entitles the holders of Units to receive (either directly or upon subsequent liquidation) stock, securities or assets (including cash) with respect to or in exchange for Units.

“Laws” means all laws, statutes, constitutions, rules, regulations, ordinances, orders, decrees, requirements, judgments and codes of Governmental Authorities.

“LLC Agreement” means that certain Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of the Issuance Date.

“Non-Voting Units” has the meaning set forth in the LLC Agreement.

“Per Unit Price” means the Per Unit Price shall be the fair market value of a Unit as determined in good faith by the Board based on relevant facts and circumstances at the time of the cashless exercise under Section 2.2, including in the case of a change of Control of the Company the consideration receivable by the holders of the Units in such change of Control. If Holder notifies the Company in writing of any objection to the Per Unit Price prior to the effectiveness of the cashless exercise, the Company and Holder shall attempt in good faith to reach an agreement as to the fair market value of a Unit. If such parties have failed to resolve any such dispute within ten (10) Business Days (or such longer period mutually agreed to by the Company and Holder), then Holder may submit the determination of the fair market value of a Unit to an independent appraiser selected in good faith by Holder and reasonably acceptable to the Company, the fees and expenses of which shall be paid by the Company.

“SecuritiesAct” means the Securities Act of 1933, as amended.

“Units” has the meaning set forth in the LLC Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be duly executed as of the date hereof.

LITHIUM NEVADA VENTURES LLC
By:	/s/ Jonathan Evans
	Name: Jonathan Evans
	Title: President

[SIGNATURE PAGE TO WARRANT AGREEMENT – LITHIUM NEVADA VENTURES LLC]

LITHIUM NEVADA PROJECTS LLC
By:	/s/ Jonathan Evans
	Name: Jonathan Evans
	Title: President

[SIGNATURE PAGE TO WARRANT AGREEMENT - HOLDER]

Annex A ****

NOTICE OF EXERCISE

Date: __________, 20___

The undersigned hereby elects irrevocably to exercise the Warrant to Purchase Non-Voting Units (the “Warrant”) attached hereto for surrender and cancellation for ______ Non-Voting Units (the “Warrant Units”), of Lithium Nevada Ventures LLC, a Delaware limited liability company (the “Company”), and hereby elects to exercise the Warrant in full on a cashless basis and to convert its right to purchase ________ Warrant Units under the Warrant for ______ Warrant Units, in accordance with the following formula:

X = Y (A-B)

Where	X = the number of Warrant Units to be issued to Holder by the Company

Y = the number of Warrant Units that Holder elects to purchase under the Warrant (inclusive of the Warrant Units surrendered to the Company in payment of the aggregate Exercise Price pursuant to such cashless exercise)

A = the Per Unit Price which is equal to $_______.

B = the Exercise Price which is equal to $_______ per Warrant Unit.

Please issue the Warrant Units as to which the Warrant is exercised and, if applicable, a new warrant of like tenor representing the number of Warrant Units for which the Warrant has not been exercised.

Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Warrant.

[HOLDER]
By:
Name:
Title:

EX-10.4

Exhibit 10.4

THE REGISTERED HOLDER OF THIS WARRANT, BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS WARRANT EXCEPT AS HEREIN PROVIDED.

AMENDED AND RESTATED WARRANT TO PURCHASE NON-VOTING UNITS

For the Purchase of 8,656,509,695 Non-Voting Units

LITHIUM NEVADA VENTURES LLC

Warrant. This Amended and Restated Warrant to Purchase Non-Voting Units (this “Warrant”) certifies that, for value received, the U.S. Department of Energy or its permitted assigns (“Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (“Issuance Date”) and on or prior to 5:00 p.m. (New York City time) on January 30, 2036 (the “Expiration Time”) but not thereafter, to subscribe for and purchase from Lithium Nevada Ventures LLC, a Delaware limited liability company (the “Company”), up to 8,656,509,695 Non- Voting Units (as may be adjusted pursuant to Article 6, the “Warrant Units”), at a price per Warrant Unit of $0.0001 (as may be adjusted pursuant to Article 6, the “Exercise Price”), subject to the terms and conditions set forth herein.
Exercise. Holder may exercise this Warrant, in full and not in part, beginning on the Issuance Date, in accordance with the procedures set forth in this Article 2 below.

2.1 Exercise Form. In order to exercise this Warrant, the form of Notice of Exercise attached hereto as Annex A (the “Exercise Form”) must be duly executed and completed and delivered to the Company in e-mail attachment, together with this Warrant for the surrender and cancellation thereof (to the extent described below) (each date on which all such items are delivered to the Company, an “Exercise Date”). No ink-original Exercise Form shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Exercise Form be required. Notwithstanding anything herein to the contrary, Holder shall not be required to physically surrender this Warrant to the Company until Holder has purchased all of the Warrant Units available hereunder and the Warrant has been exercised in full, in which case, Holder shall surrender this Warrant to the Company for cancellation. If this Warrant has not been exercised in full by the Business Day immediately prior to the Expiration Time, it shall automatically exercise in full on a cashless basis as provided for in Section 2.2 on such date. If the date on which the Expiration Time is set to occur is not a Business Day, then the Expiration Time shall be deemed to be extended to 12:00 p.m., New York City Time, on the next succeeding Business Day.

X = Y (A-B)

Where X = the number of Warrant Units to be issued to Holder by the Company

A = the Per Unit Price (as of the date of such calculation)

B = the Exercise Price (as may be adjusted pursuant to Article 6).

3. Delivery of Warrant Units.

Transfer.

New Warrants to be Issued.

5.1 No Partial Exercise or Transfer. This Warrant may be exercised or Transferred (subject to the restrictions set forth in Section 4.1) only in full and not in part.

Adjustments.

X = 0.05 (Y / 0.95)

Where X = the additional number of Warrant Units to be issuable upon the exercise of this Warrant.

Y = the number of Units issued in the aggregate to General Motors Holdings LLC and LAC US Corp. pursuant to the JV – GM Issuance.

Representations and Warranties of Holder. Holder hereby represents and warrants to the Company as of the date of hereof that this Warrant and the Warrant Units have not been registered under the Securities Act or under any state securities laws. Holder (a) is acquiring this Warrant pursuant to an exemption from registration under the Securities Act solely for investment without a view to sell and with no present intention to distribute them to any person in violation of the Securities Act or any applicable U.S. state securities laws; (b) will not sell or otherwise dispose of any of this Warrant or the Warrant Units, except in compliance with the registration requirements or exemption provisions of the Securities Act and any applicable U.S. state securities laws; and (c) has such knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits and risks of this Warrant and the Warrant Units and of making an informed investment decision.
Representations and Warranties of the Company. The Company hereby represents and warrants to Holder as follows as of the date of this Warrant:

(a)	Organization; Existence and Qualification. The Company is duly formed and is validly existing and in<br>good standing under the Laws of the state of its organization, is duly qualified to do business and is in good standing in each jurisdiction in which it is required to qualify in order to conduct its business, except where the failure to so qualify<br>would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect (as defined in the LARA).
(b)	Authorization and Enforceability.
---	---
i.	The Company has the requisite power and authority to execute and deliver this Warrant and to consummate the<br>transactions contemplated hereby. The execution, delivery and performance by the Company of this Warrant and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part<br>of the Company.
---	---
ii.	(A) This Warrant has been duly executed and delivered by the Company and (B) this Warrant constitutes<br>the valid and binding obligations of the Company, enforceable against the Company in accordance with its terms, except, in the case of clause (B) above, as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization,<br>moratorium or other similar Laws affecting the rights and remedies of creditors generally as well as to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).<br>
---	---
(c)	No Violation. The execution, delivery and performance by the Company of this Warrant do not, and the<br>consummation of the transactions contemplated hereby will not, with or without notice or the passage of time or both: (i) violate any provision of the organizational documents of the Company; (ii) violate or breach the terms of, result in<br>a default under, result in the creation of any lien, or give rise to any right of termination, cancellation, forfeiture, suspension, adverse modification, or acceleration under (x) any note, bond, mortgage, indenture or credit agreement to<br>which the Company is a party and (y) any other contract to which the Company is a party or by which it is bound or to which any of its assets are subject; (iii) violate any judgment, order, ruling, regulation or decree applicable to the<br>Company or any of its properties or assets; or (iv) violate any Law applicable to the Company or any of its properties or assets.
---	---
(d)	Consents, Approvals or Waivers. The execution, delivery and performance by the Company of this Warrant<br>(including the authorization, issuance and delivery of the Warrant Units) will not be subject to or require any consent, approval, authorization, or waiver from, or any registration or filing with or notification to, any Person, except for<br>(i) filings required by federal and state securities laws, (ii) the approval for listing on the NYSE and Toronto Stock Exchange of the Warrant Units; and (iii) such consents as have been obtained.
---	---

(e)

No Rights as Member until Exercise. This Warrant does not entitle Holder to any voting rights or other rights as a Member of the Company prior to the exercise hereof. Upon the exercise of this Warrant, Holder shall receive Non-Voting Units (as defined in the LLC Agreement), and such Non-Voting Units shall only have the rights expressly set forth in the LLC Agreement and the Put, Call and Exchange Agreement.
Tax Treatment of Warrant. As provided in Section 4.3 of the LLC Agreement, Holder will be treated as currently owning the Non-Voting Units (as defined in the LLC Agreement) for U.S. federal (and applicable state and local) income tax purposes.
Certain Notice Requirements.

11.1 Holder’s Right to Receive Notice. If at any time prior to the earlier to occur of the Expiration Time or the exercise of this Warrant in full, any of the events described in Section 11.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least five (5) Business Days prior to the date fixed as a record date or the date of closing the transfer books for the determination of the members entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Without limiting the foregoing, the Company shall deliver to Holder a copy of each notice given to any of the other members of the Company at the same time and in the same manner that any such notice is given to the members.

If to Holder:

U.S. Department of Energy

Loan Programs Office

1000 Independence Avenue, SW

Washington, DC 20585

Attn: Director, Portfolio Management

Email: [***]

with a copy (which shall not constitute notice) to:

Allen Overy Shearman Sterling US LLP

599 Lexington Avenue

New York, New York, 10022

Attention: Paul Epstein, Partner

Email: [***]

If to the Company:

c/o Lithium Americas Corp.

3260-666 Burrard Street

Vancouver, British Columbia, Canada V6C 2X8

Attention: Jonathan Evans, President and CEO

Email: [***]

with a copy (which shall not constitute notice) to:

Vinson & Elkins L.L.P.

845 Texas Ave, Suite 4700

Houston, TX 77002

Attention: Robert Hughes; Austin White

Email: [***]

12. Miscellaneous.

12.1 Amendments. The terms of this Warrant may be amended only with the written consent of the Company and Holder.

12.3 Entire Agreement. This Warrant (together with the OWCA No. 2 and the other agreements and documents being delivered pursuant to or in connection with this Warrant or the OWCA No. 2, including without limitation the Put, Call and Exchange Agreement) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

12.6 Jurisdiction. Each party hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan in the State of New York and in the federal courts in the Southern District of New York, sitting in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Warrant, or for recognition or enforcement of any judgment in connection therewith, and each party hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such courts, to the fullest extent permitted by applicable Law.

12.7 Waiver of Venue. Each party hereto hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable Law, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Warrant in any court referred to in Section 11.6. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by applicable Law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

Interpretation; Defined Terms. In interpreting this Agreement, except as otherwise indicated in this Warrant or as the context may otherwise require, references to “dollars” or “$” shall mean the lawful currency of the United States of America. As used herein:

“Business Day” means any day other than a Saturday, a Sunday or a day on which the banks are authorized or required by applicable Law to close in the City of New York, New York.

“Control” (including the terms “Controlled by” and “under common Control with”) with respect to any Person means the possession, directly or indirectly, of the power to exercise or determine the voting of more than fifty percent (50%) of the voting rights in a corporation, and, in the case of any other type of entity, the right to exercise or determine the voting of more than fifty percent (50%) of the equity interests having voting rights, or otherwise to direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.

“Extraordinary Transaction” means, whether through one transaction or a series of related transactions, any (a) recapitalization of the Company, (b) reclassification of the membership interests of the Company (other than as a result of a distribution of membership interests or subdivision, split up or combination of Units to which Section 6.1 applies), (c) consolidation or merger of the Company with and into another Person or of another Person with and into the Company (whether or not the Company is the surviving entity of such consolidation or merger), (d) sale or lease of all or substantially all of the Company’s assets (on a consolidated basis) or membership interest to another Person or (e) other similar transaction, in each case, that entitles the holders of Units to receive (either directly or upon subsequent liquidation) stock, securities or assets (including cash) with respect to or in exchange for Units.

“Laws” means all laws, statutes, constitutions, rules, regulations, ordinances, orders, decrees, requirements, judgments and codes of Governmental Authorities.

“LLC Agreement” means that certain Second Amended and Restated Limited Liability Company Agreement of the Company, dated as of the Issuance Date.

“Non-Voting Units” has the meaning set forth in the LLC Agreement.

“SecuritiesAct” means the Securities Act of 1933, as amended.

“Units” has the meaning set forth in the LLC Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have caused this Warrant to be duly executed as of the date hereof.

LITHIUM NEVADA VENTURES LLC
By:	/s/ Jonathan Evans
	Name: Jonathan Evans
	Title: President

[SIGNATURE PAGE TO AMENDED AND RESTATED WARRANT AGREEMENT – LITHIUM NEVADA VENTURES LLC]

U.S. DEPARTMENT OF ENERGY<br> <br>an<br>agency of the Federal Government of the United States of America
By:	/s/ Rupinder Kaur
	Name: Rupinder Kaur
	Title: Director, Portfolio Management Division<br>Office of Energy Dominance Financing (EDF)

[SIGNATURE PAGE TO AMENDED AND RESTATED WARRANT AGREEMENT - HOLDER]

Annex A ****

NOTICE OF EXERCISE

Date: __________, 20___

The undersigned hereby elects irrevocably to exercise the Amended and Restated Warrant to Purchase Non-Voting Units (the “Warrant”) attached hereto for surrender and cancellation for ______ Non-Voting Units (the “WarrantUnits”), of Lithium Nevada Ventures LLC, a Delaware limited liability company (the “Company”), and hereby elects to exercise the Warrant in full on a cashless basis and to convert its right to purchase ________ Warrant Units under the Warrant for ______ Warrant Units, in accordance with the following formula:

X = Y (A-B)

Where	X = the number of Warrant Units to be issued to Holder by the Company

A = the Per Unit Price which is equal to $_______.

B = the Exercise Price which is equal to $_______ per Warrant Unit.

Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Warrant.

[HOLDER]
By:
Name:
Title:

EX-10.5

Exhibit 10.5

REGISTRATION RIGHTS AGREEMENT

by and between

LITHIUMAMERICAS CORP.

and

THE UNITED STATES DEPARTMENT OF ENERGY

Dated as of January 30, 2026

TABLE OF CONTENTS

Section		Page
ARTICLE I
Resale Shelf Registration
Section 1.1	Resale Shelf Registration Statement		4
Section 1.2	Effectiveness Period		4
Section 1.3	Subsequent Shelf Registration Statement		5
Section 1.4	Supplements and Amendments		5
Section 1.5	Subsequent Investor Notice		5
Section 1.6	Underwritten Offering		6
Section 1.7	Take-Down Notice		6
Section 1.8	Piggyback Registration		7
Section 1.9	Rule 415; Removal		8
ARTICLE II
Additional Provisions Regarding Registration Rights
Section 2.1	Registration Procedures		8
Section 2.2	Suspension		10
Section 2.3	Expenses of Registration		11
Section 2.4	Information by Investors		11
Section 2.5	Rule 144 Reporting		12
Section 2.6	Holdback Agreement		12
Section 2.7	Future Registration Rights		12
Section 2.8	Canadian Securities Matters		12
ARTICLE III
Indemnification
Section 3.1	Indemnification by Corporation		12
Section 3.2	[Reserved]		13
Section 3.3	Notification		13
Section 3.4	Contribution		13
Section 3.5	Survival		14
ARTICLE IV
Transfer, Assumption and Termination of Registration Rights
Section 4.1	Transfer of Registration Rights		14
Section 4.2	Termination of Registration Rights		14
ARTICLE V
Miscellaneous
Section 5.1	Governing Law		14
Section 5.2	Jurisdiction		14
Section 5.3	WAIVER OF JURY TRIAL		15
Section 5.4	Specific Performance	15
---	---	---
Section 5.5	Expenses	15
Section 5.6	Amendment	15
Section 5.7	Notices	15
Section 5.8	Waiver	16
Section 5.9	No Third-Party Beneficiaries	16
Section 5.10	Further Action	16
Section 5.11	Severability	16
Section 5.12	Entire Agreement	17
Section 5.13	Counterparts	17
Section 5.14	Construction	17

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of January 30, 2026 by and between Lithium Americas Corp., a British Columbia corporation (the “Corporation”), and the United States Department of Energy (the “DOE,” and together with its successors and any Person that becomes a party hereto pursuant to, and in accordance with, Section 4.1, the “Investors” and each, an “Investor,” and together with the Corporation, the “Parties,” and each, a “Party”). Capitalized terms that are used but not defined elsewhere herein are defined in Exhibit A.

WHEREAS, (i) the Corporation and the Investor are party to a Warrant to Purchase Common Shares, dated as of January 30, 2026 (the “Corporation Warrant”), pursuant to which the Investor has the right to acquire 18,268,687 common shares, no par value (“Common Shares”), of the Corporation, and (ii) Lithium Nevada Ventures LLC, a Nevada limited liability company (the “JV”) and the Investor are party to a Warrant to Purchase Non-Voting Units, dated as of January 30, 2026 (the “JV Warrant” and together with the Corporation Warrant, the “Warrants”), pursuant to which the Investor has the right to acquire 8,656,509,695 non-voting units; and

WHEREAS, pursuant to a Put, Call and Exchange Agreement dated as of January 30, 2026, by and among the JV, the Corporation, 1339480 B.C. Ltd., a British Columbia corporation, LAC US Corp., a Nevada corporation, General Motors Holdings LLC, a Delaware limited liability company, and the Investor, the JV Warrant may be exchanged for a Warrant to Purchase Common Shares, pursuant to which the Investor will have the right to acquire a number of Common Shares from the Corporation (such warrant, the “Exchange Warrant”);

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I

Resale Shelf Registration

Section 1.1 Resale Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, the Corporation shall prepare and file on or prior to June 30, 2026 (the “Initial Filing Deadline”), a registration statement on Form S-3 registering the resale from time to time by the Investors, on a delayed or continuous basis pursuant to Rule 415 of the Securities Act, of all of the Registrable Securities on Form S-3 (which registration statement may be in the form of a prospectus supplement to an existing registration statement) (except if the Corporation is not then eligible to register for resale the Registrable Securities on Form S-3, then such registration shall be on another appropriate form, including a resale registration statement on Form S-1, and shall provide for the registration of such Registrable Securities for resale by the Investors in accordance with any reasonable method of distribution elected by the Investors, which method is permissible under the Securities Act pursuant to such applicable registration form) (the “Resale Shelf Registration Statement”), and, unless the Corporation has elected to file the Resale Shelf Registration Statement in the form of a prospectus supplement to an existing registration statement, shall use its reasonable best efforts to cause such Resale Shelf Registration Statement to be declared effective by the SEC as promptly as is reasonably practicable after the filing thereof which effectiveness date shall be no later than the earlier of (i) 45 calendar days after the Initial Filing Deadline and (b) the tenth (10th) Business Day after the date the Corporation is notified (orally or in writing, whichever is earlier) by the SEC that the Resale Shelf Registration Statement will not be “reviewed” or will not be subject to further review (it being agreed that, unless the Corporation has elected to file the Resale Shelf Registration Statement in the form of a prospectus supplement to an existing registration statement, the Resale Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Corporation). The Shelf Registration Statement may, at the Corporation’s sole discretion, also cover any other securities of the Corporation that may be sold by the Corporation or any other securityholders so long as inclusion of such other securities of the Corporation does not limit the number of Registrable Securities registered for resale pursuant to such Shelf Registration Statement.

Section 1.2 Effectiveness Period. Once declared effective, the Corporation shall, subject to the other applicable provisions of this Agreement, use its reasonable best efforts to cause the Resale Shelf Registration Statement to be continuously effective and usable until such time as there are no longer any Registrable Securities (the “Effectiveness Period”).

Section 1.3 Subsequent Shelf Registration Statement. Subject to the other applicable provisions of this Agreement, if any Shelf Registration Statement ceases to be effective under the Securities Act for any reason at any time during the Effectiveness Period (and, at such time, there is not another effective Subsequent Shelf Registration Statement), the Corporation shall use its reasonable best efforts to as promptly as is reasonably practicable cause such Shelf Registration Statement to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf Registration Statement), and shall use its reasonable best efforts to as promptly as is reasonably practicable amend such Shelf Registration Statement in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf Registration Statement or file an additional registration statement, which may be in the form of a prospectus supplement to an existing registration statement (a “Subsequent Shelf Registration Statement”) registering the resale from time to time by the Investors of their Registrable Securities as of the time of such filing. If a Subsequent Shelf Registration Statement is filed, unless the Corporation has elected to file the Resale Shelf Registration Statement in the form of a prospectus supplement to an existing registration statement, the Corporation shall use its reasonable best efforts to (a) cause such Subsequent Shelf Registration Statement to be declared effective under the Securities Act as promptly as reasonably practicable after the filing thereof (it being agreed that, unless the Corporation has elected to file the Resale Shelf Registration Statement in the form of a prospectus supplement to an existing registration statement, the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement that shall become effective upon filing with the SEC pursuant to Rule 462(e) if Rule 462(e) is available to the Corporation) and (b) keep such Subsequent Shelf Registration Statement continuously effective and usable until the end of the Effectiveness Period. Any such Subsequent Shelf Registration Statement shall be a registration statement on Form S-3 to the extent that the Corporation is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form, including Form S-1, and shall provide for the registration of such Registrable Securities for resale by the Investors in accordance with any reasonable method of distribution elected by the Investors, which method is permissible under the Securities Act pursuant to such applicable registration form. The Subsequent Shelf Registration Statement may, at the Corporation’s sole discretion, also cover any other securities of the Corporation that may be sold by the Corporation or any other securityholders so long as inclusion of such other securities of the Corporation does not limit the number of Registrable Securities registered for resale pursuant to such Shelf Registration Statement.

Section 1.4 Supplements and Amendments. The Corporation shall supplement and amend any Shelf Registration Statement if required by the Securities Act or the rules, regulations or instructions applicable to the registration form used by the Corporation for such Shelf Registration Statement.

Section 1.5 Subsequent Investor Notice. If a Person becomes an “Investor” in accordance with, and is entitled to the benefits of, this Agreement after a Shelf Registration Statement becomes effective under the Securities Act, the Corporation shall as promptly as is reasonably practicable following receipt of written notice by the Corporation of such Person becoming an Investor and requesting for its name to be included as a selling securityholder in the prospectus related to the Shelf Registration Statement with respect to its Registrable Securities (a “Subsequent Investor Notice”):

(a) if required and permitted by applicable law, file with the SEC a supplement to the related prospectus or a post-effective amendment to the Shelf Registration Statement so that such Investor is named as a selling securityholder in the Shelf Registration Statement and the related prospectus in such a manner as to permit such Investor to deliver a prospectus to purchasers of the Registrable Securities in accordance with applicable law;

(b) if, pursuant to Section 1.5(a), the Corporation shall have filed a post-effective amendment to the Shelf Registration Statement that is not automatically effective, use its reasonable best efforts to cause such post-effective amendment to become effective under the Securities Act as promptly as is reasonably practicable; and

(c) notify such Investor as promptly as is reasonably practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 1.5(a).

Section 1.6 Underwritten Offering.

(a) Subject to any applicable securities laws and the other applicable provisions of this Agreement, Investors holding a majority of the Registrable Securities to be included in such offering, may, after the Resale Shelf Registration Statement becomes effective, deliver a written notice to the Corporation (the “Underwritten Offering Notice”) specifying that the resale of some or all of the Registrable Securities subject to the Shelf Registration Statement is intended to be conducted through an underwritten offering (an “Underwritten Offering”), including an underwritten offering known as a “block trade” or a “bought deal” (an “Underwritten Block Trade”); provided, that any such Investors may not, without the Corporation’s prior written consent, (i) request an Underwritten Offering the reasonably anticipated gross proceeds of which shall be less than $100,000,000 (unless the participating Investors are proposing to sell all of their remaining Registrable Securities), or (ii) request more than two (2) Underwritten Offerings within any twelve (12) month period.

(b) In the event of an Underwritten Offering, Investors holding a majority of the Registrable Securities participating in an Underwritten Offering, upon consultation with the Corporation, shall select the managing underwriter(s) to administer the Underwritten Offering. The Corporation, the Investors or any other stockholders (subject to the Investors’ consent as set forth below) participating in an Underwritten Offering will enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such offering. All determinations as to whether to complete any Underwritten Offering and as to the timing, manner, price and other terms of any Underwritten Offering contemplated by this Section 1.6 shall be determined by the DOE or Investors, as applicable, and the Corporation shall use its commercially reasonable best efforts to cause any Underwritten Offering to occur in accordance with such determinations as promptly as practicable, in each case, subject to any applicable securities laws and the other applicable provisions of this Agreement.

(c) If the managing underwriter or underwriters advise the Corporation and the Investors participating in such Underwritten Offering in writing that in its or their good faith opinion the number of Registrable Securities (and any other securities proposed or requested to be included in such offering by the Corporation or by other securityholders) exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Corporation will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Investors that have requested such Underwritten Offering pursuant to this Section 1.6, allocatedpro rata among such Investors on the basis of the percentage of the Registrable Securities then-owned by such Investors, and (ii) second, any other securities of the Corporation that the Corporation desires to include or, subject to the terms of any agreement with other securityholders that have registration rights, that have been requested to be so included by such other securityholders.

(d) If the DOE desires to engage in an Underwritten Block Trade, then notwithstanding the time periods otherwise set forth in this Agreement, the DOE may notify the Corporation of the Underwritten Block Trade not less than five (5) Business Days (unless a longer period is agreed to by the DOE) prior to the day such offering is first anticipated to commence. Subject to any applicable securities laws and the other applicable provisions of this Agreement, the Corporation will as expeditiously as possible use its commercially reasonable best efforts to facilitate such Underwritten Block Trade (which may close as early as two (2) Business Days after the date it commences); provided further that, notwithstanding any other provision of this Agreement, no holder (other than the DOE) will be permitted to participate in an Underwritten Block Trade without the written consent of the holders of a majority of the Registrable Securities.^^

Section 1.7 Take-Down Notice. Subject to the other applicable provisions of this Agreement, at any time that any Shelf Registration Statement is effective, if any Investor delivers a notice to the Corporation (a “Take-Down Notice”) stating that such Investor intends to effect the resale of all or part of its Registrable Securities included by it on any Shelf Registration Statement (a “Shelf Offering”) which may or may not be an Underwritten Offering (conducted in accordance with the terms and conditions of Section 1.6), and stating the number of Registrable Securities to be included in such Shelf Offering, then, if then required by the Securities Act to update the Shelf Registration Statement with required information about such Investor, the Corporation shall amend, subject to the other applicable provisions of this Agreement or supplement the Shelf Registration Statement (including by means of one or more prospectus supplements) as may be necessary in order to enable such Registrable Securities to be sold and distributed pursuant to the Shelf Offering. The number of Shelf Offerings that do not constitute an Underwritten Offering and which do not otherwise create material obligations on the part of the Corporation of a type customarily associated with an Underwritten Offering shall be unlimited, subject to applicable securities laws.

Section 1.8 Piggyback Registration.

(a) If the Corporation proposes to file a registration statement under the Securities Act with respect to an offering of Common Shares or securities convertible into, or exchangeable or exercisable for, Common Shares (any such event, a “Piggyback Event”), in either case, whether or not for sale for its own account, other than a Piggyback Event (i) pursuant to Section 1.1 or 1.3 hereof, (ii) on Form S-4, Form S-8 or any successor forms thereto or any successor forms thereto, (iii) filed in connection with an employee stock option or other benefit plan, (iv) for a rights offering or an exchange offer or offering of securities solely to the Corporation’s existing stockholders, (v) for an offering of debt, preferred equity or other securities convertible, exchangeable or exercisable into equity securities of the Corporation, including depositary shares, (vi) for a dividend reinvestment plan or (vii) for an Underwritten Block Trade initiated by the Corporation for the benefit of another holder of the Corporation’s securities and, at such time (with respect to the proposition to file a registration statement), there is not an already existing Shelf Registration Statement covering the Registrable Securities, then the Corporation shall give prompt written notice of such Piggyback Event, which notice shall be given no later than ten (10) days prior to the filing date (the “Piggyback Notice”) to the Investors. The Piggyback Notice shall offer such Investors the opportunity to include (or cause to be included) in such Piggyback Event the number of shares of Registrable Securities as each such Investor may request (each, a “Piggyback Registration Statement”). Subject to Section 1.8(b), the Corporation shall include in each Piggyback Registration Statement all Registrable Securities with respect to which the Corporation has received written requests for inclusion therein promptly following delivery of the Piggyback Notice (each, a “Piggyback Request”) but in any event no later than six (6) days following the receipt of the Piggyback Notice. The Corporation shall not be required to maintain the effectiveness of a Piggyback Registration Statement beyond the earlier of (x) 180 days after the effective date thereof and (y) consummation of the distribution by the Investors of the Registrable Securities, if any, included in such registration statement.

(b) In the event of a Piggyback Event that is an underwritten offering, the Corporation shall use commercially reasonable efforts to cause the managing underwriter or underwriters of the proposed underwritten offering to permit Investors who have timely submitted a Piggyback Request following their receipt of a Piggyback Notice in connection with such offering to include in such offering all Registrable Securities included in each Investor’s Piggyback Request on the same terms and subject to the same conditions as such Common Shares included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advise the Corporation in writing that in its or their good faith opinion the number of securities exceeds the number of securities which can be sold in such offering in light of market conditions or is such so as to adversely affect the success of such offering, the Corporation will include in such offering only such number of securities that can be sold without adversely affecting the marketability of the offering, which securities will be so included in the following order of priority: (i) first, to the extent the Piggyback Event relates to the offer and sale of securities for the Corporation’s account, the securities proposed to be sold by the Corporation for its own account or to the extent the Piggyback Event relates to the offer and sale of securities of the Corporation for the account of a stockholder other than an Investor, the securities to be sold by such stockholder (or such other allocation between Corporation and stockholder securities as may be provided in the agreement with such stockholder); (ii) second, the Registrable Securities of the Investors that have requested to participate in such underwritten offering, allocatedpro rata among such Investors on the basis of the percentage of the Registrable Securities then-owned by such Investors; (iii) third any other securities of the Corporation that have been requested to be included in such offering; provided, however, that if the Corporation has, prior to the date of this Agreement, entered into an agreement with respect to its securities that is inconsistent with the order of priority contemplated hereby, then it shall apply the order of priority in such conflicting agreement to the extent that it would otherwise result in a breach under such agreement. Investors may, prior to the earlier of the (a) effectiveness of the registration statement (if applicable) and (b) the time at which the offering price or underwriter’s discount is determined with the managing underwriter or underwriters, withdraw their request to be included in such registration pursuant to this Section 1.8; provided, that such Investors shall reimburse the Corporation for the costs associated with the withdrawn request. The Corporation (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a registration statement filed in connection with a Piggyback Event at any time prior to the effectiveness of such registration statement (or any related underwritten offering prior to the pricing thereof).

Section 1.9 Rule 415; Removal. If at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a registration statement on Form S-3 filed pursuant to Section 1.1 or 1.3 is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act (provided, however, the Corporation shall be obligated (unless it obtains written consent otherwise from the Investor(s)) to use diligent efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with (i) any publicly-available written or oral guidance of the SEC staff, or any comments, requirements or requests of the SEC staff and (ii) the Securities Act) or requires an Investor to be named as an “underwriter,” the Corporation shall (i) promptly notify each holder of Registrable Securities thereof (or in the case of the SEC requiring an Investor to be named as an “underwriter,” the Investors) and (ii) use reasonable best efforts to persuade the SEC that the offering contemplated by such registration statement is a valid secondary offering and not an offering “by or on behalf of the issuer” as defined in Rule 415 and that none of the Investors is an “underwriter.” The Investors shall have the right to select one legal counsel designated by the holders of a majority of the Registrable Securities subject to such registration statement to review and oversee any registration or matters pursuant to this Section 1.9, including participation in any meetings or discussions with the SEC regarding the SEC’s position and to comment on any written submission made to the SEC with respect thereto. No such written submission with respect to this matter shall be made to the SEC to which the applicable Investors’ counsel reasonably objects. In the event that, despite the Corporation’s reasonable best efforts and compliance with the terms of this Section 1.9, the SEC refuses to alter its position, the Corporation shall (i) remove from such registration statement such portion of the Registrable Securities (the “Removed Shares”) and/or (ii) agree to such restrictions and limitations on the registration and resale of the Registrable Securities as the SEC may require to assure the Corporation’s compliance with the requirements of Rule 415; provided, however, that the Corporation shall not agree to name any Investor as an “underwriter” in such registration statement without the prior written consent of such Investor. In the event of a share removal pursuant to this Section 1.9, the Corporation shall give the applicable Investors at least five (5) Business Days’ prior written notice along with the calculations as to such Investor’s allotment. Any shares to be removed pursuant to Rule 415 shall be removed in the following order: (i) first, securities proposed to be sold by the Corporation for its own account or, if for the account of a stockholder other than an Investor, the securities to be sold by such stockholder (or such other allocation between Corporation and stockholder securities as may be provided in the agreement with such stockholder), and (ii) second, securities of the Investors, allocated among the Investors on a pro rata basis based on the aggregate amount of Registrable Securities held by the Investors. In the event of a share removal of the Investors pursuant to this Section 1.9, the Corporation shall promptly register the resale of any Removed Shares pursuant to Section 1.3 hereof. Following the effectiveness of the registration statement registering all the Registrable Securities other than the Removed Shares, and until such time as the Corporation has registered all of the Removed Shares for resale pursuant to Rule 415 on an effective registration statement, the Corporation shall not be able to defer the filing of a registration statement pursuant to Section 2.2 hereof.

ARTICLE II

AdditionalProvisions Regarding Registration Rights

Section 2.1 Registration Procedures. Subject to the other applicable provisions of this Agreement (including Section 2.2), in the case of each registration of Registrable Securities effected by the Corporation pursuant to Article I, the Corporation shall use commercially reasonable efforts to:

(a) prepare and file with the SEC, on or prior to the Initial Filing Deadline, a registration statement with respect to such securities and use reasonable best efforts to cause such registration statement to become and remain effective for the period of the distribution contemplated thereby or as otherwise specified in this Agreement, in accordance with the applicable provisions of this Agreement;

(b) prepare and file with the SEC such amendments (including post-effective amendments) and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to keep such registration statement effective for the period specified in paragraph (a) above and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement in accordance with the Investors’ intended method of resale set forth in such registration statement for such period;

(c) furnish to the legal counsel for the Investors who are including Registrable Securities in such registration (the “Selling Stockholders”) copies of the registration statement and the prospectus included therein (including each preliminary prospectus but excluding copies of any exhibits to, or documents incorporated by reference in, such registration statement or any prospectus) proposed to be filed and provide such legal counsel a reasonable opportunity to review and comment on such registration statement;

(d) if requested by the managing underwriter or underwriters, if any, or the Selling Stockholders, include in any prospectus supplement or post-effective amendment such information as the managing underwriter or underwriters, if any, or the Selling Stockholders may reasonably request in order to permit the intended method of resale of such securities and to make any required filings of such prospectus supplement or post-effective amendment as soon as reasonably practicable after the Corporation has received such request;

(e) in the event that the Registrable Securities are being offered in an Underwritten Offering, furnish to the Selling Stockholders participating in such Underwritten Offering and to the underwriters of the securities being registered such reasonable number of copies of the registration statement, preliminary prospectus and final prospectus (in each case, not including copies of exhibits thereto or documents incorporated by reference therein) as the Selling Stockholders or such underwriters may reasonably request in order to facilitate such Underwritten Offering;

(f) notify the Selling Stockholders at any time when a prospectus relating to the Registrable Securities is required to be delivered under the Securities Act or of the Corporation’s discovery of the occurrence of any event as a result of which the prospectus included in such registration statement, as then in effect, includes a Misstatement, and, subject to Section 2.2, at the request of the Selling Stockholders, prepare promptly and furnish to the Selling Stockholders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include a Misstatement;

(g) to register and qualify (or exempt from such registration or qualification) the securities covered by such registration statement under such other securities or “blue sky” laws of such jurisdictions within the United States as shall be reasonably requested in writing by the Selling Stockholders; provided, however, that the Corporation shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdictions where it would not otherwise be required to qualify but for this subsection, (ii) take any action that would subject it to general service of process in any such jurisdictions or (iii) subject itself to taxation in any such jurisdictions;

(h) in the event that the Registrable Securities are being offered in an Underwritten Offering, enter into an underwriting agreement, on terms reasonably acceptable to the Corporation, in accordance with the applicable provisions of this Agreement;

(i) in connection with an Underwritten Offering, cause its officers to use their reasonable best efforts to support the marketing of the Registrable Securities covered by such offering (including customary assistance with “road shows” or other similar marketing efforts unless the reasonably anticipated gross proceeds of such Underwritten Offering are less than $200,000,000);

(j) in connection with an Underwritten Offering, furnish, or use reasonable best efforts to cause to be furnished, at the Corporation’s expense, and to the extent required by and in accordance with (and subject to the satisfaction of the other conditions set forth in) the applicable underwriting agreement, (a) on the date that such Registrable Securities are delivered to the underwriters for sale (the “Delivery Date”), (i) an opinion, dated the Delivery Date, of legal counsel for the Corporation, in form and substance as is customarily given to underwriters in an Underwritten Offering, addressed to the underwriters (or their representative), (ii) a “negative assurance letter”, dated the Delivery Date, of legal counsel for the Corporation, in form and substance as is customarily given to underwriters in an Underwritten Offering, addressed to the underwriters (or their representative), (b) on the pricing date for such Underwritten Offering, a “cold comfort” letter, dated as of such pricing date, from the independent certified public accountants of the Corporation and a customary bring down of such letter as of the Delivery Date, in form and substance as is customarily given by independent certified public accountants to underwriters (or their representative) in an Underwritten Offering, addressed to the underwriters (or their representative), and (c) cause such authorized officers of the Corporation to execute customary certificates as may be reasonably requested by any underwriter or selling stockholder(s) of such Registrable Securities;

(k) list the Registrable Securities (other than the Warrants) covered by such registration statement with any securities exchange on which the Common Shares are then listed;

(l) provide a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement;

(m) promptly make available for inspection by any Selling Stockholders, any underwriter participating in any Underwritten Offering pursuant to any registration statement hereunder, and any attorney, accountant or other agent or representative retained by any such Selling Stockholder or underwriter (collectively, the “Inspectors”), all financial and other records, pertinent corporate documents and properties of the Corporation (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Corporation’s officers, directors and employees to supply all information and participate, upon reasonable prior written notice and during regular business hours, in customary due diligence sessions, in each case, reasonably requested by any such Inspector in connection with such registration statement; provided, however, that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the registration statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Corporation shall not be required to provide any information under this subparagraph (m) if (i) such information is available on EDGAR, (ii) the Corporation believes, after consultation with counsel for the Corporation, that to do so would cause the Corporation to forfeit an attorney-client privilege that was applicable to such information or (iii) if either (A) the Corporation has requested and been granted from the SEC confidential treatment of such information contained in any filing with the SEC or documents provided supplementally or otherwise or (B) the Corporation reasonably determines in good faith that such Records are confidential and so notifies the Inspectors in writing unless prior to furnishing any such information with respect to (i) or (iii) such Selling Stockholder requesting such information agrees, and causes each of its Inspectors, to enter into a confidentiality agreement on terms reasonably acceptable to the Corporation; and provided, further, that each Selling Stockholder agrees that it and its Affiliates will not use, and will restrict the other Selling Stockholders from using, any information obtained pursuant to this clause (m) for any purpose other than the Underwritten Offering, and will, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Corporation and allow the Corporation, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential;

(n) cooperate with the Selling Stockholders and each underwriter or agent participating in the disposition of Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA, including to obtain (if required) FINRA’s pre-clearance or pre-approval of the registration statement and applicable prospectus upon filing with the SEC; and

(o) promptly notify the Selling Stockholders (i) when the prospectus or any prospectus supplement or post-effective amendment related to the registration of the Corporation’s Common Shares has been filed and, with respect to such registration statement or any post-effective amendment, when the same has become effective, (ii) of any request by the SEC or other federal, provincial or state governmental authority for amendments or supplements to such registration statement or related prospectus or to amend or to supplement such prospectus or for additional information related to the so-registered Common Shares, (iii) of the issuance by the SEC of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for such purpose or (iv) of the receipt by the Corporation of written notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose.

Section 2.2 Suspension. The Corporation shall be entitled, as set forth below, to (x) defer any registration of such Registrable Securities and shall have the right not to file and not to cause the effectiveness of any registration covering such Registrable Securities, (y) suspend the use of any prospectus and registration statement covering such Registrable Securities, and (z) require the Investors to suspend any offerings or sales of such Registrable Securities pursuant to a registration statement, if the Corporation provides notice (without notice of the nature or details of such events) to the Investors that it has determined that such registration or offering would (i) require the Corporation to make an Adverse Disclosure, (ii) of the happening of any event described in Section 2.1(f), Section 2.1(o)(ii) or Section 2.1(o)(iii) or (iii) that is has determined that a Blackout Event has occurred (a “Suspension”). The Corporation shall be entitled to a Suspension on no more than two occasions in any calendar year and for not more than 45 consecutive days or for a total not to exceed 90 days in any calendar year. If the Corporation defers any registration of Registrable Securities in response to an Underwritten Offering Notice, or requires the Investors to suspend any Underwritten Offering, the Investors shall be entitled to withdraw such Underwritten Offering Notice and if they do so, such request shall not be treated for any purpose as the delivery of an Underwritten Offering Notice pursuant to Section 1.6.

Section 2.3 Expenses of Registration. All Registration Expenses incurred in connection with any registration shall be borne by the Corporation, provided, for the avoidance of doubt, that each Investor participating in an offering shall pay all applicable underwriting discounts and commissions, brokers’ commissions, stamp duty and stock transfer taxes and similar costs, if any, on the Registrable Securities sold by such Investor and the fees and expenses of any counsel to the Investors (other than such fees and expenses of any counsel to the Investors or otherwise, in each case expressly included in Registration Expenses, which amount shall be limited to $100,000 for each such registration, filing or qualification without the prior written consent of the Corporation).

Section 2.4 Information by Investors. The Investor or Investors included in any registration shall furnish to the Corporation such information regarding such Investor or Investors and their Affiliates, the Registrable Securities held by them and the distribution proposed by such Investor or Investors and their Affiliates as the Corporation may reasonably request and as shall be required in connection with any registration, qualification or compliance referred to in this Agreement. It is understood and agreed that the obligations of the Corporation under Article I are conditioned on the timely provisions of the foregoing information by such Investor or Investors and, without limitation of the foregoing, will be conditioned on compliance by such Investor or Investors with the following:

(a) such Investor or Investors will, and will cause their respective Affiliates to, cooperate with the Corporation in connection with the preparation of the applicable registration statement and prospectus and, for so long as the Corporation is obligated to keep such registration statement effective, such Investor or Investors will and will cause their respective Affiliates to, provide to the Corporation, in writing and in a timely manner, for use in such registration statement (and expressly identified in writing as such), all information regarding themselves and their respective Affiliates and such other information as may be required by applicable law to enable the Corporation to prepare or amend such registration statement, any related prospectus and any other documents related to such offering covering the applicable Registrable Securities owned by such Investor or Investors and to maintain the currency and effectiveness thereof;

(b) during such time as such Investor or Investors and their respective Affiliates may be engaged in a distribution of the Registrable Securities, such Investor or Investors will, and they will cause their Affiliates to, comply with all laws applicable to such distribution, including Regulation M promulgated under the Exchange Act, and, to the extent required by such laws, will, and will cause their Affiliates to, among other things (i) not engage in any stabilization activity in connection with the securities of the Corporation in contravention of such laws; (ii) distribute the Registrable Securities acquired by them solely in the manner described in the applicable registration statement and (iii) if required by applicable law, cause to be furnished to each agent or broker-dealer to or through whom such Registrable Securities may be offered, or to the offeree if an offer is made directly by such Investor or Investors or their respective Affiliates, such copies of the applicable prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such agent, broker-dealer or offeree;

(c) such Investor or Investors shall, and they shall cause their respective Affiliates to, (i) permit the Corporation and its representatives to examine such documents and records and will supply in a timely manner any information as they may be reasonably requested to provide in connection with the offering or other distribution of Registrable Securities by such Investor or Investors and (ii) execute, deliver and perform under any agreements and instruments reasonably requested by the Corporation or its representatives to effectuate such registered offering, including opinions of counsel and questionnaires; and

(d) on receipt of any notice from the Corporation of the occurrence of any of the events specified in Section 2.1(f), clauses (ii) or (iii) of Section 2.1(o) or Section 2.2, or that otherwise requires the suspension by such Investor or Investors and their respective Affiliates of the offering, sale or distribution of any of the Registrable Securities owned by such Investor or Investors, such Investors shall, and they shall cause their respective Affiliates to, cease offering, selling or distributing the Registrable Securities owned by such Investor or Investors until the offering, sale and distribution of the Registrable Securities owned by such Investor or Investors may recommence in accordance with the terms hereof and applicable law.

Section 2.5 Rule 144 Reporting. With a view to making available the benefits of Rule 144 to the Investors, the Corporation agrees that, for so long as an Investor owns Registrable Securities, the Corporation will use its reasonable best efforts to: (a) make and keep public information available, as those terms are understood and defined in Rule 144, at all times after the date of this Agreement and (b) so long as an Investor owns Registrable Securities, upon request, furnish to the Investor in writing a statement by the Corporation as to its compliance with the reporting requirements of the Exchange Act.

Section 2.6 Holdback Agreement. If (i) prior to the Initial Filing Deadline or (ii) during the Effectiveness Period, the Corporation files a registration statement (other than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or a transaction of the type specified in Rule 145(a) under the Securities Act) with respect to an Underwritten Offering of Common Shares or securities convertible into, or exchangeable or exercisable for, such securities or otherwise informs the Investors that it intends to conduct such an offering utilizing an effective registration statement or a Rule 144A and/or Regulation S offering, the Investors shall, if requested by the managing underwriter or underwriters, enter into a customary “lock-up” agreement relating to the sale, offering or distribution of Registrable Securities, in the form reasonably requested by the managing underwriter or underwriters (in each case on substantially the same terms and conditions as all other stockholders who execute such customary “lock-up” agreements with respect to the Common Shares or securities convertible into, or exchangeable or exercisable for, such securities), covering the period commencing on the date of the prospectus or other offering document pursuant to which such offering may be made and continuing until no more than 90 days from the date of such prospectus or other offering document, or such shorter period as shall be required by any director, executive officer or other stockholder that enters into a lock-up agreement with the managing underwriter; provided that such obligation shall only apply where (i) all “Section 16” executive officers, directors and other stockholders of the Corporation party hereto or to other agreements with the Corporation containing corresponding requirements are similarly bound and (ii) the terms of the Investors’ lock-ups are no more restrictive than the terms of the lock-ups applicable to any other stockholder who has registration rights with respect to the Common Shares or securities convertible into, or exchangeable or exercisable for, such securities that has executed such a lockup (and, if the Corporation agrees to waive any such lockup for any such other stockholder, the Corporation shall also waive the Investors’ lockup to the same extent).

Section 2.7 Future Registration Rights. Following the date hereof, the Corporation shall not grant any shelf, demand or piggyback registration rights that are senior to or otherwise conflict with the rights granted to the Investors hereunder to any stockholder or any other Person without the prior written consent of the Investors holding a majority of Registrable Securities.

Section 2.8 Canadian Securities Matters. Notwithstanding anything to the contrary in this Agreement, if the Registrable Securities are issued within four months and a day from the date on which the Warrants are issued, such Registrable Securities will bear the following legend: “UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE MAY 31, 2026.” and be subject to any applicable resale restrictions under the securities laws of Canada.

ARTICLE III

Indemnification

Section 3.1 Indemnification by Corporation. To the fullest extent permitted by applicable law, the Corporation will, with respect to any Registrable Securities covered by a registration statement or prospectus, indemnify and hold harmless each Selling Stockholder and, if a Selling Stockholder is a person other than an individual, such Selling Stockholder’s officers, directors, employees and Affiliates, and each Person, if any, that controls a Selling Stockholder within the meaning of Section 15 of the Securities Act, and each underwriter thereof, if any, and each Person who controls any such underwriter within the meaning of Section 15 of the Securities Act (collectively, the “Corporation Indemnified Parties”), from and against any and all expenses, claims, losses (other than loss of profits), damages, costs (including costs of preparation and reasonable attorney’s fees and any legal or

other fees or expenses actually incurred by such party in connection with any investigation or proceeding), judgments, fines, penalties, charges, amounts paid in settlement and other liabilities, joint or several, (or actions in respect thereof) (collectively, “Losses”) to the extent caused by, resulting from, arising out of or based on a Misstatement or alleged Misstatement, or any violation by the Corporation of the Securities Act, the Exchange Act, any state securities law or any rules or regulations thereunder applicable to the Corporation and (without limiting the preceding portions of this Section 3.1), the Corporation will reimburse each of the Corporation Indemnified Parties for any reasonable and documented out-of-pocket legal expenses and any other reasonable and documented out-of-pocket expenses actually incurred in connection with investigating, defending or, subject to the last sentence of this Section 3.1, settling any such Losses or action, as such expenses are incurred; provided that the Corporation’s indemnification obligations shall not apply to amounts paid in settlement of any Losses or action if such settlement is effected without the prior written consent of the Corporation (which consent shall not be unreasonably withheld or delayed), nor shall the Corporation be liable to an Investor in any such case for any such Losses or action to the extent that it arises out of or is based upon a violation or alleged violation of any state, provincial or federal law (including any claim arising out of or based on any Misstatement or alleged Misstatement) which occurs in reliance upon and in conformity with written information regarding such Investor furnished to the Corporation by such Investor expressly for use in connection with such registration by any such Investor.

Section 3.2 [Reserved].

Section 3.3 Notification. If any Person shall be entitled to indemnification under this Article III (each, an “Indemnified Party”), such Indemnified Party shall give prompt notice to the party required to provide indemnification (each, an “Indemnifying Party”) of any claim or of the commencement of any proceeding as to which indemnity is sought. The Indemnifying Party shall have the right, exercisable by giving written notice to the Indemnified Party as promptly as is reasonably practicable after the receipt of written notice from such Indemnified Party of such claim or proceeding, to assume, at the Indemnifying Party’s expense, the defense of any such claim or litigation, with counsel reasonably satisfactory to the Indemnified Party and, after notice from the Indemnifying Party to such Indemnified Party of its election to assume the defense thereof, the Indemnifying Party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such Indemnified Party hereunder for any legal expenses and other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof; provided, however, that an Indemnified Party shall have the right to employ separate counsel in any such claim or litigation, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless the Indemnifying Party shall have failed within a reasonable period of time to assume such defense and the Indemnified Party is or would reasonably be expected to be materially prejudiced by such delay, in which case the fees and expenses of one separate counsel will be at the Indemnifying Party’s expense. The failure of any Indemnified Party to give notice as provided herein shall relieve an Indemnifying Party of its obligations under this Article III only to the extent that the failure to give such notice is materially prejudicial or harmful to such Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld or delayed), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. The indemnity agreements contained in this Article III shall not apply to amounts paid in settlement of any claim, loss, damage, liability or action if such settlement is effected without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The indemnification set forth in this Article III shall be in addition to any other indemnification rights or agreements that an Indemnified Party may have. An Indemnifying Party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such Indemnifying Party with respect to such claim, unless in the reasonable judgment of any Indemnified Party a conflict of interest may exist between such Indemnified Party and any other Indemnified Parties with respect to such claim.

Section 3.4 Contribution. If the indemnification provided for in this Article III is held by a court of competent jurisdiction to be unavailable to an Indemnified Party, other than pursuant to its terms, with respect to any Losses or action referred to therein, then, subject to the limitations contained in this Article III, the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses or action in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party, on the one hand, and the Indemnified Party, on the other, in connection with the

actions, statements or omissions that resulted in such Losses or action, as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, shall be determined by reference to, among other things, whether any action in question, including any Misstatement or alleged Misstatement, has been made (or omitted) by, or relates to information supplied by such Indemnifying Party or such Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission. The Corporation and the Investors agree that it would not be just and equitable if contribution pursuant to this Section 3.4 was determined solely uponpro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding sentence of this Section 3.4. Notwithstanding the foregoing, the amount any Investor will be obligated to contribute pursuant to this Section 3.4 will be limited to an amount equal to the net proceeds received by such Investor in respect of the Registrable Securities sold pursuant to the registration statement which gives rise to such obligation to contribute. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

Section 3.5 Survival. The indemnification provided for under this Article III shall survive the sale or other transfer of the Registrable Securities and the termination of this Agreement.

ARTICLE IV

Transfer, Assumption and Termination of Registration Rights

Section 4.1 Transfer of Registration Rights. The rights under this Agreement may be transferred (i) to a Permitted Transferee or (ii) with the prior written consent of the Corporation, provided that such transferee or assignee must agree in writing to be bound by, and subject to, this Agreement as an Investor.

Section 4.2 Termination of Registration Rights. The rights of any particular Investor to cause the Corporation to register securities under Article I shall terminate with respect to such Investor upon the date upon which such Investor no longer holds any Registrable Securities. This Agreement shall terminate on the date on which all Common Shares issuable (or actually issued) upon exercise of the Corporation Warrant or the Exchange Warrant cease to be Registrable Securities (it being understood that for so long as the JV Warrant remains in force, this Agreement shall not terminate with respect to any Registrable Securities that may be issuable upon exercise of the Exchange Warrant that may be issued in exchange for the JV Warrant).

ARTICLE V

Miscellaneous

Section 5.1 Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE FEDERAL LAW OF THE UNITED STATES. TO THE EXTENT THAT FEDERAL LAW DOES NOT SPECIFY THE APPROPRIATE RULE OF DECISION FOR A PARTICULAR MATTER AT ISSUE, IT IS THE INTENTION AND AGREEMENT OF THE PARTIES TO THIS AGREEMENT THAT THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PRINCIPLES (EXCEPT SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW)) SHALL BE ADOPTED AS THE GOVERNING FEDERAL RULE OF DECISION.

Section 5.2 Jurisdiction.

(a) Each party hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in the Borough of Manhattan in the State of New York and in the federal courts in the Southern District of New York sitting in the Borough of Manhattan, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Registration Rights Agreement, or for recognition or enforcement of any judgment in connection therewith, and each party hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such courts, to the fullest extent permitted by applicable law.

(b) By execution and delivery of this Agreement, DOE, to the maximum extent permitted by law, irrevocably and unconditionally acknowledges that this Agreement is an express contract within the meaning of 28 U.S.C. § 1491(a), and submits for itself in any claim arising from, related to, or in connection with this Agreement to the jurisdiction of (A) the U.S. Court of Federal Claims; (B) any other federal court or tribunal of competent jurisdiction; and (C) appellate courts from any of the foregoing.

Section 5.3WAIVER OF JURY TRIAL . THE PARTIES EACH HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTEDBY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES INRESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE PARTIES TO THIS AGREEMENT EACH HEREBY AGREES AND CONSENTS THAT ANYSUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OFTHEIR RIGHT TO TRIAL BY JURY.

Section 5.4 Specific Performance. The Corporation acknowledges that the rights of DOE hereunder are unique and recognizes and affirms that in the event of a breach of this Agreement by the Corporation, money damages are inadequate and DOE would have no adequate remedy at law. It is accordingly agreed that DOE shall be entitled to (and the Corporation shall not oppose on the basis that injunctive relief or specific performance is not available due to availability of an adequate remedy at law) an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, without the necessity of showing any actual damages or that monetary damages would not afford an adequate remedy, and without the necessity of posting any bond or other security, this being in addition to any other remedy to which it is entitled at law or in equity.

Section 5.5 Expenses. Except as otherwise expressly provided in this Agreement, each Party will bear its respective expenses incurred in connection with the preparation, execution and performance of this Agreement.

Section 5.6 Amendment. Subject to compliance with applicable law, this Agreement may be amended or supplemented in any and all respects by written agreement of the Corporation and Investors holding a majority of the Registrable Securities, which shall include the DOE if the DOE then holds Registrable Securities.

Section 5.7 Notices. All notices, consents, waivers and other communications under this Agreement must be in writing and will be deemed given to a Party when (i) delivered to the appropriate address by hand or by nationally recognized overnight courier service (costs prepaid), (ii) sent by e-mail or (iii) received or rejected by the addressee, if sent by certified mail, return receipt requested, in each case to the following addresses or e-mail addresses and marked to the attention of the individual (by name or title) designated below (or to such other address, e-mail address or individual as a Party may designate by notice to the other Party):

If to the Corporation:

c/o Lithium Americas Corp.

3260-666 Burrard Street

Vancouver, British Columbia, Canada V6C 2X8

Attention: Jonathan Evans, President and CEO

Email: [***]

with a copy (which shall not constitute notice) to:

Vinson & Elkins LLP

845 Texas Ave, Suite 4700

Houston, TX 77002

Attention: Jackson O’Maley; Ben Heriaud

Email: [***]

If to the DOE:

United States Department of Energy

Loan Programs Office

1000 Independence Avenue, SW

Washington, DC 20585

Attention: Director, Portfolio Management

Email: [***]

With a copy (which shall not constitute notice) to:

Allen Overy Shearman Sterling US LLP

599 Lexington Avenue

New York, New York, 10022

Attention: Paul Epstein, Partner

Email: [***]

Section 5.8 Waiver. The rights and remedies of the Parties are cumulative and not alternative. Neither any failure nor any delay by any Party in exercising any right, power or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege will preclude any other or further exercise of such right, power or privilege or the exercise of any other right, power or privilege. To the maximum extent permitted by applicable law, (i) no claim or right arising out of this Agreement or any of the documents referred to in this Agreement can be discharged by one Party, in whole or in part, by a waiver or renunciation of the claim or right unless in a written document signed by the other Party, (ii) no waiver that may be given by a Party will be applicable except in the specific instance for which it is given and (iii) no notice to or demand on one Party will be deemed to be a waiver of any obligation of that Party or of the right of the Party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.

Section 5.9 No Third-Party Beneficiaries. Except as expressly stated herein, nothing expressed or referred to in this Agreement will be construed to give any Person, other than the Parties, any legal or equitable right, remedy or claim under or with respect to this Agreement or any provision of this Agreement except such rights as may inure to a successor or permitted assignee.

Section 5.10 Further Action. Upon the request of any Party to this Agreement, and subject to the terms and conditions hereof, the other Party will (i) furnish to the requesting Party any additional information, (ii) execute and deliver, at its own expense, any other documents reasonably acceptable to such Party, and (iii) take any other actions as the requesting Party may reasonably require to more effectively carry out the intent of this Agreement.

Section 5.11 Severability. If any term, covenant, condition or provision of this Agreement or the application thereof to any Person or circumstance shall, at any time or to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to Persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term, covenant, condition and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by applicable law.

Section 5.12 Entire Agreement. This Agreement constitutes a complete and exclusive statement of the terms of the agreement between the Parties with respect to its subject matter. This Agreement may not be amended, supplemented or otherwise modified except in a written document executed by the Party against whose interest the modification will operate.

Section 5.13 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which, together, shall constitute one and the same instrument. Facsimile or electronic signatures may be used in place of original signatures on this Agreement. The Parties intend to be bound by the signatures on any facsimile or electronic document, and hereby waive any defenses to the enforcement of the terms of this Agreement based on the use of a facsimile or electronic signature.

Section 5.14 Construction. For purposes of this Agreement, unless otherwise expressly specified herein, the words “hereof”, “herein”, “hereunder” and words of similar import will refer to this Agreement as a whole and not to any particular section or subsection of this Agreement, and reference to a particular section of this Agreement will include all subsections thereof. The word “including” means including without limitation. Definitions will be equally applicable to both the singular and plural forms of the terms defined, and references to the masculine, feminine or neuter gender will include each other gender. All references in this Agreement to any Section, Exhibit or Schedule will, unless otherwise specified, be deemed to be a reference to a Section, Exhibit or Schedule of or to this Agreement, in each case as such may be amended in accordance herewith, all of which are made a part of this Agreement. Unless the context clearly requires otherwise, when used herein “or” shall not be exclusive (i.e., “or” shall mean “and/or”). Any reference herein to “$” or “dollars” means United States dollars.

[Signature pages follow]

IN WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as of the date first above written.

COMPANY:
LITHIUM AMERICAS CORP.
By:	/s/ Jonathan Evans
	Name: Jonathan Evans
	Title: President and Chief Executive Officer
DOE:
---	---
UNITED STATES DEPARTMENT OF ENERGY
By:	/s/ Rupinder Kaur
	Name: Rupinder Kaur
	Title: Director, Portfolio Management Division<br>Office of Energy Dominance Financing (EDF)

[Signature Page To Registration Rights Agreement]

EXHIBIT A

DEFINED TERMS

The following capitalized terms have the meanings indicated:

“Adverse Disclosure” means public disclosure of material non-public information that, in the good faith judgment of the Corporation (after consultation with counsel to the Corporation): (i) would be required to be made so that any registration statement or prospectus would not contain any Misstatement; (ii) would not be required to be made at such time but for the filing, effectiveness or continued use of any registration statement or prospectus; and (iii) the Corporation has a bona fide business purpose for not disclosing publicly.

“Affiliates” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such Person at any time during the period for which the determination of affiliation is being made. The term “control” (including, with correlative meaning, the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to elect a majority of the board of directors (or other governing body) or to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Blackout Event” means: (a) a determination by the Corporation that such registration or offering: (i) would be detrimental to the Corporation or its security holders for such registration or offering to be effected at such time or would materially interfere with any financing, other offering, acquisition, disposition, reorganization, merger or other transaction involving the Corporation or any of its subsidiaries; (ii) would render the Corporation unable to comply with applicable securities laws, including in the event that the Corporation would be required to file any financial statements or other information with the SEC that is not at such time available; or (iii) would be during any of the Corporation’s recurring quarterly earnings blackout periods, determined in accordance with the Corporation’s insider trading or similar policy, or any other applicable blackout period in which the Corporation is restricted from offering or selling securities; (b) during the period starting with the date forty-five (45) days prior to the Corporation’s good faith estimate of the date of the filing of, and ending on a date ninety (90) days after the effective date of, a registration initiated by the Corporation and it continues to actively employ, in good faith, all reasonable efforts to cause the applicable registration statement to become effective; or (c) the Investors have requested an Underwritten Offering and the Corporation and the requesting Investors are unable to obtain the commitment of underwriters to firmly underwrite the offer.

“Business Day” means any day that is not a Saturday, Sunday or other day on which banks are required or authorized by law to be closed in the State of New York.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“FINRA” means the Financial Industry Regulatory Authority, Inc.

“Governmental Authority” means any (a) nation or government, state, commonwealth, province, territory, county, municipality, district, or other jurisdiction of any nature, or any political subdivision thereof, (b) federal, state, local, provincial, municipal, foreign, or other government, or (c) governmental or quasi-governmental authority of any nature (including any relevant domestic, foreign, multinational or international body, governmental division, department, agency, board, bureau, commission, instrumentality, official, organization, regulatory body, or other entity and any court, arbitrator, or other tribunal) exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any executive official thereof.

“Misstatement” shall mean an untrue statement of a material fact stated in a registration statement, preliminary prospectus, free writing prospectus, press release or prospectus supplement, in each case, related to such registration statement, or any amendment or supplement thereto, or an omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading.

“Permitted Transferee” means (i) any Affiliate of the Investor, or (ii) any other transferee provided that such transferee is transferred the lesser of 5% of the outstanding Common Shares and all of the Investor’s Common Shares and rights to acquire Common Shares.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a Governmental Authority or any department, agency or political subdivision thereof.

“register”, “registered” and “registration” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement or the automatic effectiveness of such registration statement, as applicable.

“Registration Expenses” means all reasonable fees and expenses incurred by the Corporation in the performance of or compliance with this Agreement, including all registration, qualification, listing and filing fees, printing expenses (including expenses of preparing certificates (if any) for Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing prospectuses if the printing of prospectuses is reasonably requested by the managing underwriters or by the Investors), escrow fees, fees and disbursements of counsel and accountants of the Corporation, fees and expenses in connection with complying with state securities or “blue sky” laws including any reasonable fees and disbursements of counsel for the underwriters that are required to be paid by the Corporation pursuant to the applicable underwriting agreement in connection with blue sky qualifications of the Registrable Securities, SEC filing fees, FINRA fees, fees of the listing exchange, fees and expenses of transfer agents and registrars, transfer taxes, all reasonable fees and disbursements of underwriters (other than those described in Section 2.3) that are required to be paid by the Corporation pursuant to the applicable underwriting agreement and fees and expenses of one outside legal counsel for the Investors retained in connection with each registration contemplated hereby.

“Registrable Securities” means, as of any date of determination, any Common Shares issued or issuable upon exercise of the Corporation Warrant or the Exchange Warrant (it being understood that for so long as the JV Warrant remains in force, Registrable Securities shall include any Common Shares that may be issuable upon exercise of the Exchange Warrant that may be issued in exchange for the JV Warrant), and any other securities issued or issuable with respect to any such Common Shares by way of share split, share dividend, distribution, recapitalization, merger, exchange, replacement or similar event or otherwise. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) such securities are sold, transferred, disposed of or exchanged pursuant to an effective registration statement or Rule 144 (or any similar provisions then in force), in each case, under the Securities Act, (ii) such securities shall have ceased to be outstanding or are repurchased by the Corporation or any subsidiary of the Corporation, (iii) such securities have been transferred in a transaction in which the transferring Investor’s rights under this Agreement are not assigned to the transferee of the securities or (iv) such securities are eligible to be sold without restriction, including any volume or manner-of-sale limitations, and without the requirement for the Corporation to be in compliance with the current public information requirement, in accordance with Rule 144 (or any similar provisions then in force) under the Securities Act.

“Rule 144” means Rule 144 promulgated under the Securities Act and any successor provision.

“Rule 462(e)” means Rule 462(e) promulgated under the Securities Act and any successor provision.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, and any successor statute thereto, and the rules and regulations of the SEC promulgated thereunder.

“Shelf Registration Statement” means the Resale Shelf Registration Statement or a Subsequent Shelf Registration Statement, as applicable.

The following terms are defined in the Sections of the Agreement indicated:

INDEX OF TERMS

Term	Section
Agreement	Preamble
Corporation	Preamble
Corporation Indemnified Parties	Section 3.1
Common Shares	Recitals
Corporation Warrant	Recitals
Delivery Date	Section 2.1(j)
DOE	Preamble
Effectiveness Period	Section 1.2
Exchange Warrant	Recitals
Indemnified Party	Section 3.3
Indemnifying Party	Section 3.3
Initial Filing Deadline	Section 1.1
Inspectors	Section 2.1(m)
Investors	Preamble
JV	Recitals
JV Warrant	Recitals
Losses	Section 3.1
Parties	Preamble
Piggyback Notice	Section 1.8(a)
Piggyback Registration Statement	Section 1.8(a)
Piggyback Request	Section 1.8(a)
Records	Section 2.1(m)
Removed Shares	Section 1.9
Resale Shelf Registration Statement	Section 1.1
Selling Stockholder	Section 2.1(c)
Subsequent Investor Notice	Section 1.5
Subsequent Shelf Registration Statement	Section 1.3
Suspension	Section 2.2
Underwritten Block Trade	Section 1.6
Underwritten Offering	Section 1.6
Underwritten Offering Notice	Section 1.6

EX-10.6

Exhibit 10.6

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY AND ANY SECURITY ISSUED ON EXERCISE HEREOF MUST NOT TRADE THE SECURITY BEFORE MAY 31, 2026.

THE SECURITIES ISSUABLE UPON THE EXERCISE OF CERTAIN RIGHTS DESCRIBED IN THIS PUT, CALL AND EXCHANGE AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE SECURITIES ISSUABLE UPON THE EXERCISE OF CERTAIN RIGHTS DESCRIBED HEREIN MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO A REGISTRATION STATEMENT IN EFFECT UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION THEREUNDER, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS, AND, IN THE CASE OF A TRANSACTION EXEMPT FROM REGISTRATION, SUCH SECURITIES MAY ONLY BE TRANSFERRED IF THE COMPANY HAS RECEIVED DOCUMENTATION REASONABLY SATISFACTORY TO IT THAT SUCH TRANSACTION DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT.

PUT, CALL AND EXCHANGE AGREEMENT

This Put, Call and Exchange Agreement (this “Agreement”), dated as of January 30, 2026 (the “EffectiveDate”), by and among Lithium Nevada Ventures LLC, a Delaware limited liability company (the “JV”), Lithium Americas Corp., a British Columbia corporation (“LAC Parent”), 1339480 B.C. Ltd., a British Columbia corporation (“B.C. Corp”), LAC US Corp., a Nevada corporation (“LAC US”), General Motors Holdings LLC, a Delaware limited liability company (“GM”), and the United States Department of Energy, an agency of the United States of America (the “DOE”, and each of the DOE, GM, LAC US, B.C. Corp, LAC Parent, and the JV, a “Party” and collectively, the “Parties”).

RECITALS

WHEREAS, pursuant to Section 8(c) of that certain Omnibus Waiver, Consent and Amendment No. 2 dated October 7, 2025, with an effective date of October 10, 2025, by and among Lithium Nevada LLC (“LN”), LAC Parent, B.C. Corp., LAC US, the JV, Lithium Nevada Projects LLC (“LNP”), Citibank, N.A., and the DOE (as amended), LN is required to deliver to the DOE, among other deliverables, by no later than January 31, 2026, a copy, duly executed and delivered by each party thereto, of each of (i) penny warrants at LAC Parent in favor of the DOE with respect to 5% of the common equity in LAC (as such warrant may be amended, the “LAC Parent Warrant”), (ii) penny warrants at the JV in favor of the DOE with respect to 5% of the economic interests in the JV with certain put and call rights and a conversion feature to equity at LAC Parent (as such warrant may be amended, the “JV Warrant”), and (iii) an amendment to the LLC Agreement (as defined below).

WHEREAS, on the Effective Date, (i) (a) LAC Parent issued the LAC Parent Warrant to B.C. Corp, (b) B.C. Corp contributed the LAC Parent Warrant as a capital contribution to LAC US, (c) LAC US contributed the LAC Parent Warrant as a capital contribution to the JV, (d) the JV contributed the LAC Parent Warrant as a capital contribution to LNP, (e) the JV issued the JV Warrant to LNP, and (f) LNP contributed each of the LAC Parent Warrant and the JV Warrant as a capital contribution to LN; (ii) LN subsequently assigned each of the LAC Parent Warrant and the JV Warrant to the DOE; and (iii) the JV, LAC US, and GM entered into that certain Second Amended and Restated Limited Liability Company Agreement of the JV (the “LLC Agreement”), which sets forth, among other things, the rights, preferences, and privileges of the Non-Voting Units (as defined in the LLC Agreement) to be issued upon exercise of the JV Warrant;

WHEREAS, in connection with the JV Warrant and the execution of the LLC Agreement, the Parties desire to enter this Agreement to, among other things, set forth certain rights and obligations of the Parties with respect to the JV Warrant and the Non-Voting Units and/or Additional LAC Parent Warrant (as defined below) issued or issuable upon conversion thereof.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereto hereby agree as follows:

Article I.

DEFINITIONS

Section 1.01 Definitions. Capitalized terms used but not defined herein shall have the meanings assigned to them in the LLC Agreement. For purposes of this Agreement:

“Additional LAC Parent Warrant” means a warrant to purchase LAC Parent Shares in substantially the same form as the LAC Parent Warrant, with an expiration occurring at Expiration Time (as defined in the LAC Parent Warrant). If the LAC Parent Warrant has already been exercised when the Additional LAC Parent Warrant is issued or deemed to be issued, the Additional LAC Parent Warrant shall automatically be exercised, on a cashless basis as provided in Section 2.2 thereof upon its issuance, without any further action required by any party.

“Certificate of Incorporation” means that certain Certificate of Incorporation of LAC Parent, dated as of January 23, 2023.

“DOE Fully Diluted Units” means, without duplication, the sum of (i) the number of Non-Voting Units in the JV evidenced by the JV Warrant and (ii) the number of outstanding Non-Voting Units held by the DOE in the JV as a result of the exercise of the JV Warrant.

“LAC Parent Shares” means common shares, no par value per share, in LAC Parent.

“Scheduled Substantial Completion Date” has the meaning set forth in the DOE Loan.

“Substantial Completion Date” has the meaning set forth in the DOE Loan.

“Warrant Conversion Rate” means as of the time of determination, the product of (i) 100 multiplied by (ii) the quotient obtained by dividing (A) the DOE Fully Diluted Units, by (B) the number of outstanding Units in the JV held by LAC US plus the DOE Fully Diluted Units.

“Warrant Sale Price” means as of the time of determination, the then fair market value of the JV Warrant and any Non-Voting Units issued upon conversion thereof as mutually determined in good faith by GM and the DOE.

Section 1.02 Construction.

(a) Whenever the context requires, the gender of all words used in this Agreement shall include the masculine, feminine and neuter, and defined terms herein shall apply equally to both the singular and plural forms and to correlative forms of the terms defined. The words “includes” or “including” shall mean “including without limitation”, the words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import shall refer to this Agreement and not to any particular subdivision hereof unless expressly so limited, the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if,” and the word “or” shall have the inclusive meaning represented by the phrase “and/or.” All references to “Articles” and “Sections” shall refer to articles and sections of this Agreement unless otherwise specified, and all references to “clauses” shall be to separate clauses of the section or subsection in which the reference occurs. All references to any Person shall include references to such Person’s successors and permitted assigns, and in the case of any Governmental Authority, to any Person(s) succeeding to its functions and capacities, all references to any Affiliate of any Person include references to such Person’s Affiliates at the time of determination, all references to any contract, agreement or other instrument (including this Agreement) or law shall refer to such contract, agreement, instrument or law as amended, modified or supplemented from time to time in accordance with its terms, as applicable, and in effect at any given time (and, in the case of any law, to any successor provisions), and all references to any federal, state, local or foreign law shall be deemed also to refer to all rules, regulations and exemptions promulgated thereunder. The terms “dollars” and “$” means U.S. dollars, the lawful currency of the United States. Any reference in this Agreement to a “day” or a number of “days” (without explicit reference to “Business Days”) shall be interpreted as a reference to a calendar day or number of calendar days. For all purposes of this Agreement, if any action is to be taken or given on or by a particular calendar day, and such calendar day is not a Business Day, then such action may be deferred until the next Business Day. When any provision of this Agreement authorizes any action, consent, approval, election, decision or determination by any Party, unless and to the extent such provision of this Agreement expressly qualifies such authorization, such authorization shall include the authority of such Party to exercise its sole and absolute discretion in respect of such action, consent, approval, election, decision or determination; provided, that such Party will at all times exercise such discretion in accordance with the implied contractual covenant of good faith and fair dealing and the exercise of such discretion authorized by this Agreement shall be presumed to have met the standard of good faith and fair dealing, which presumption may be rebutted by evidence to the contrary.

(b) Each Party acknowledges that it and its attorneys and other advisers have been given an equal opportunity to negotiate the terms and conditions of this Agreement and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party or any similar rule operating against the drafter of an agreement shall not be applicable to the construction or interpretation of this Agreement.

Article II.

AGREEMENT OF THE PARTIES

Section 2.01 Put and Exchange Right.

(a) Exercise of Right. At any time when either the JV Warrant or any Non-Voting Units are held by the DOE, the DOE shall have the option, in the DOE’s sole discretion, to provide GM (with a copy to the JV) with a written notice (a “Put Notice”) requiring that GM elect to, in GM’s sole discretion, either (i) purchase, or cause the JV to purchase, all, but not less than all, of the JV Warrant and any Non-Voting Units issued upon conversion thereof at the Warrant Sale Price (a “WarrantSale”), or (ii) subject to applicable exchange approvals and securities laws, cause all, but not less than all, of the JV Warrant and any Non-Voting Units issued upon conversion thereof to be exchanged, in accordance with Section 2.01(d), for an Additional LAC Parent Warrant (a “Warrant Exchange”) representing a number of LAC Parent Shares determined pursuant to Section 2.01(d). For the avoidance of doubt, if written notice by the DOE in connection with the exercise of the LAC Parent Warrant is delivered to the JV in accordance with Section 2 of the LAC Parent Warrant, such written notice shall also be deemed to be a Put Notice for purposes of this Section 2.01(a), so long as such notice contains the proposed Warrant Sale Price at which the DOE is willing to effect the Warrant Sale, and, upon receipt of such deemed Put Notice, GM shall negotiate in good faith with the DOE in order to determine the Warrant Sale Price. Within the earlier of ten (10) Business Days after the Warrant Sale Price is mutually determined by GM and DOE, and sixty (60) days after the Put Notice was delivered to GM, GM shall respond in writing to the DOE (with a copy to the JV) whether it elects to effect a Warrant Sale or Warrant Exchange (a “Put Notice Response”); provided, that GM’s ability to cause a Warrant Sale between the DOE and the JV pursuant to clause (i) of this Section 2.01(a) is subject to either (x) GM funding the applicable purchase for the JV Warrants and any Non-Voting Units issued upon conversion thereof to the JV as a non-pro rata Capital Contribution in exchange for the issuance of additional Units in accordance with Section 3.3 of the LLC Agreement or (y) the consent of LAC Parent, in its sole discretion. In the event that GM and the DOE are unable to agree in good faith on the applicable Warrant Sale Price within sixty (60) days of the delivery of the Put Notice, or if the Warrant Sale has not been consummated for any reason within ninety (90) days of the delivery of the Put Notice, then notwithstanding GM’s right to elect to cause a Warrant Sale pursuant to clause (i) of this Section 2.01(a), the Parties shall, subject to applicable exchange approvals and securities laws, cause a Warrant Exchange pursuant to clause (ii) of this Section 2.01(a) to occur. In the event that GM fails to deliver a Put Notice Response within ten (10) Business Days after the Warrant Sale Price is mutually determined by GM and DOE, it shall be deemed to have elected to cause a Warrant Exchange pursuant to clause (ii) of this Section 2.01(a) to occur. In the event that a Warrant Exchange cannot be undertaken as a result of a failure to obtain the applicable exchange approvals or is not allowed under the applicable securities laws, as applicable, LAC Parent and the DOE shall cooperate in good faith and use commercially reasonable efforts to resolve such restrictions or failure to obtain the applicable exchange approvals with respect to such Warrant Exchange, and LAC Parent and the DOE shall consummate a Warrant Exchange as soon as practicable once any applicable exchange approval is received or any restrictions under applicable securities laws are resolved.

(b) Deliveries; Additional Compliance. In connection with the exercise of an election set forth in Section 2.01(a) and the consummation of such Warrant Sale or Warrant Exchange, as applicable, (i) GM, LAC Parent, LAC US, or the JV, as applicable, shall receive from the DOE a representation and warranty that the DOE has good and marketable title to the JV Warrant or the Non-Voting Units to be redeemed, purchased or exchanged, free and clear of all liens, claims and other encumbrances on the date of the consummation of such redemption and purchase and (ii) the DOE shall (A) take all actions required to consummate such Warrant Sale or Warrant Exchange, as applicable, and (B) timely execute and deliver, and comply with the terms of, the definitive documentation relating to such Warrant Sale or Warrant Exchange, as applicable, which may include a release of claims.

(i) Upon GM’s or the JV’s payment in full to the DOE of the consideration required to be paid in connection with the Warrant Sale, all rights of the DOE as a holder of the JV Warrant or the Non-Voting Units, as applicable, the DOE shall have no further rights as a holder of such redeemed or purchased JV Warrant or Non-Voting Units for which GM or the JV made such payment. The payment of such consideration shall be a condition precedent to the consummation of the Warrant Sale.

(ii) GM or the JV, as applicable, shall pay the aggregate Warrant Sale Price by wire transfer of immediately available funds to an account or accounts designated in writing by the DOE to the paying party at least three (3) Business Days prior to the due date for such payment.

(iii) In the event that GM acquires the JV Warrant or any Non-Voting Units pursuant to Section 2.01 or Section 2.02, the JV Warrant and Non-Voting Units shall continue to have the applicable rights and privileges set forth in the JV Warrant and the LLC Agreement for so long as GM holds the JV Warrant or any Non-Voting Units. For the avoidance of doubt, in the event that the JV acquires the JV Warrant or any Non-Voting Units pursuant to Section 2.01 or Section 2.02, such JV Warrant or Non-Voting Units shall be cancelled.

(d) Warrant Exchange.

(i) Promptly following (x) GM’s election to cause a Warrant Exchange in a Put Notice Response delivered in accordance with Section 2.01(a)(ii) (or failure to deliver a Put Notice Response, as applicable) or (y) a Call Right Failure (as defined below), then, subject to applicable exchange approvals and securities laws, (A) LAC Parent shall issue an Additional LAC Parent Warrant to B.C. Corp, (B) B.C. Corp shall promptly transfer such Additional LAC Parent Warrant to LAC US as a capital contribution, and (C) LAC US shall promptly transfer such Additional LAC Parent Warrant to the DOE in exchange for the JV Warrant or the Non-Voting Units issued upon conversion thereof. The Additional LAC Parent Warrant shall be exercisable for a number of LAC Parent Shares that would result in the holder, as of the date of issuance and assuming exercise, holding a percentage of the total issued and outstanding LAC Parent Shares equal to the Warrant Conversion Rate immediately before such Warrant Exchange. As an illustrative example, if as of immediately prior to the Warrant Exchange, GM held [***] Units, LAC US held [***] Units and the DOE held [***] DOE Fully Diluted Units, the Warrant Conversion Rate would be 7.82 and the Additional LAC Parent Warrant would be exercisable for a number of LAC Parent Shares that would result in the holder, as of the date of issuance and assuming exercise, holding 7.82% of the total issued and outstanding LAC Parent Shares. Any such Warrant Exchange shall be consummated pursuant to an exchange agreement on terms reasonably acceptable to each party thereto that include customary fundamental representations and warranties, including as described in Section 2.01(b).

(ii) In the event that LAC Parent (or its Affiliate) acquires the JV Warrant or any Non-Voting Units, pursuant to Section 2.01, the JV Warrant and Non-Voting Units shall continue to have the applicable rights and privileges set forth in the JV Warrant and the LLC Agreement for so long as LAC Parent (or its Affiliate) holds them.

Section 2.02 Call Right. From and after the earlier of the (i) Scheduled Substantial Completion Date and (ii) Substantial Completion Date, GM shall have the right (but not the obligation) to elect, in GM’s sole discretion, to effect or to cause the JV to effect a Warrant Sale on the terms and conditions set forth in Section 2.01(a)(i) (subject to the proviso therein in respect of a Warrant Sale between the DOE and the JV); provided, that, in the event that GM and the DOE are unable to agree in good faith on the applicable Warrant Sale Price within sixty (60) days of the delivery of the Call Notice or if the Warrant Sale has not been consummated for any reason within ninety (90) days of the delivery of the Call Notice (either event, a “Call Right Failure”), then notwithstanding GM’s election to cause a Warrant Sale pursuant to this Section 2.02, subject to applicable exchange approvals and securities laws, the Parties hereto shall cause a Warrant Exchange pursuant to Section 2.01(a)(ii) to occur; provided, however, if a Warrant Exchange cannot be undertaken as a result of a failure to obtain the applicable exchange approvals or is not allowed under the applicable securities laws, as applicable, LAC Parent and the DOE shall cooperate in good faith and use commercially reasonable efforts to resolve such restrictions or failure to obtain the applicable exchange approvals with respect to such Warrant Exchange, and LAC Parent and the DOE shall consummate a Warrant Exchange as soon as practicable once any applicable exchange approval is received or any restrictions under applicable securities laws are resolved. GM may exercise the right set forth in this Section 2.02 by written notice to the JV and the DOE (a “Call Notice”).

Section 2.03 Confidentiality. Each Party (other than DOE), on behalf of itself, its Affiliates and its advisors and designees, agrees that the provisions of this Agreement, and all understandings, agreements and other arrangements between and among the Parties (the “Confidential Information”) will be confidential, and will not be disclosed or otherwise released to any other Person (other than another Party hereto), without the written consent of the other Parties except for disclosures permitted pursuant to Section 13.1 of the LLC Agreement, mutatis mutandis.

Section 2.04 Tax Treatment. To the extent that the Additional LAC Parent Warrant is issued pursuant to Section 2.01(d), the Parties agree that, for U.S. federal (and applicable state and local) income tax purposes, it is intended that the issuance of the Additional LAC Parent Warrant will be treated as (a) the issuance of the Additional LAC Parent Warrant by LAC Parent to B.C. Corp, and (b) the immediate transfer of the LAC Parent Warrant by B.C. Corp to LAC US, each in accordance with the requirements of Treasury Regulations Section 1.1032-3(c), with the resulting tax consequences consistent with the transactions described in Treasury Regulations Section 1.1032-3(b). The Parties hereby agree to file all tax returns in a manner consistent with this Section 2.04 and not to take any position that is inconsistent with this Section 2.04 in connection with any tax proceeding or otherwise, unless otherwise required by applicable law following a final “determination” within the meaning of Section 1313(a) of the Internal Revenue Code of 1986, as amended.

Article III.

MISCELLANEOUS

Section 3.01 Term of Agreement. This Agreement comes into effect on the Effective Date and will terminate on the earliest of (x) the date on which the DOE no longer owns the JV Warrant or any Non-Voting Units, (y) the date on which LAC Parent no longer holds a direct or indirect beneficial interest in the JV and (z) the date on which a Parent Change of Control with respect to LAC Parent occurs and, following the consummation of the Parent Change of Control, LAC Parent (or the applicable surviving entity, if other than the LAC Parent) holds material assets in addition to LN; provided that (1) any disposition of the JV Warrant or such Non-Voting Units has taken place in compliance with the JV Warrant, the LLC Agreement and this Agreement (to the extent required in connection with the applicable transaction by the JV Warrant or LLC Agreement), and (2) prior to the consummation of any transaction that could result in the termination of this Agreement pursuant to clause (y) or (z) of this Section 3.01, (i) LAC Parent shall provide written notice to the DOE and GM of the occurrence of such transaction, which notice shall contain a description of such transaction, an express reference to the potential termination of this Agreement pursuant to this Section 3.01 resulting therefrom, and the sixty (60) day time period to exercise DOE’s put rights under Section 2.01 hereof, and (ii) the DOE or GM shall have sixty (60) days after receipt of such written notice to exercise its rights under Section 2.01 or Section 2.02 (in accordance with the express provisions thereof, including all time periods set forth in such sections), as applicable, notwithstanding, in the case of Section 2.02, whether the Scheduled Substantial Completion Date or Substantial Completion Date has occurred, and if the DOE or GM has timely elected to exercise its rights under Section 2.01 or Section 2.02, as applicable, this Agreement shall not be terminated (and the related transaction shall not be consummated) until the Warrant Sale or Warrant Exchange, as applicable, has been consummated pursuant to Section 2.01 or Section 2.02, as applicable. For the avoidance of doubt, nothing in this Section 3.01 limits in any respect any of the obligations that any of the Parties may have pursuant to Section 8.01 of the Affiliate Support Agreement (as defined in the DOE Loan).

Section 3.02 Notices. Any notice or other communication that is required or permitted to be given hereunder shall be sent to or made at the addresses set forth below. All notices shall be in writing and shall be given (i) by personal delivery or overnight courier, (ii) by electronic communication; or (iii) by registered mail. 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 registered mail, on the Business Day after actual receipt. A Party may change its address by written notice to the other Parties.

If to LAC Parent, LAC US, or the JV:

c/o Lithium Americas Corp.

3260-666 Burrard Street

Vancouver, British Columbia, Canada V6C 2X8

Attention: Jonathan Evans, President and CEO

Email: [***]

with a copy (which shall not constitute notice) to:

Vinson & Elkins LLP

845 Texas Ave, Suite 4700

Houston, TX 77002

Attention: Robert Hughes; Austin White

Email: [***]

If to GM:

General Motors Holdings LLC

1240 Woodward Ave.

Detroit, Michigan

USA 48265

Mail Code: 482-22381-1007

Attention: Kurt Hoffman, Director, Corporate Development

Email: [***]

with a copy (which shall not constitute notice) to:

Attention: Lead Counsel, Strategic Transactions and Corporate Development

Email: [***]

If to the DOE:

U.S. Department of Energy

Loan Programs Office

1000 Independence Avenue, SW

Washington, DC 20585

Attention: Director, Portfolio Management

Email: [***]

With a copy (which shall not constitute notice) to:

Allen Overy Shearman Sterling US LLP

599 Lexington Avenue

New York, New York, 10022

Attention: Paul Epstein, Partner

Email: [***]

Section 3.03 Entire Agreement; Supersedure. This Agreement, together with the other agreements entered into in connection herewith and therewith, constitute the entire agreement of the Parties relating to the matters contained herein and supersede all prior contracts or agreements with respect to such matters, whether oral or written. Nothing in this Agreement, express or implied, is intended to confer upon any Person other than the Parties hereto and their respective successors, permitted assigns, heirs, executors and legal representatives any rights or remedies under or by reason of this Agreement.

Section 3.04 Effect of Waiver or Consent. A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations with respect to the Parties will not constitute a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person. Failure on the part of a Person to complain of any act of any Person or to determine any Person to be in default, irrespective of how long such failure continues, will not constitute a waiver by that Person of its rights with respect to that default until the applicable limitations period has expired.

Section 3.05 Amendment. In no event shall this Agreement be amended, supplemented or otherwise modified, by merger, consolidation or otherwise, without the prior written consent of each of the Parties.

Section 3.06 Survivability of Terms. The terms and provisions of the obligations or agreements of the Parties under Section 2.03 and Article III herein shall survive any termination of this Agreement and will be construed as agreements independent of any other provisions of this Agreement.

Section 3.07 Binding Effect. Subject to the restrictions on assignment set forth in this Agreement, this Agreement will be binding on and inure to the benefit of the Parties and their respective successors, and permitted assigns, heirs, executors and legal representatives.

Section 3.08 Governing Law; Severability. This Agreement and all rights and remedies in connection herewith, shall be governed by and construed in accordance with the laws of the State of New York, excluding any conflict-of-laws rule or principle (whether under the laws of New York or any other jurisdiction) that might refer the governance or the construction of this Agreement to the law of another jurisdiction. If any provision of this Agreement or its application to any Person or circumstance is held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other Persons or circumstances will not be affected thereby, and such provision will be enforced to the greatest extent permitted by law.

Section 3.09 Consent to Jurisdiction; Waiver of Jury Trial. THE PARTIES HERETO VOLUNTARILY AND IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN IN THE STATE OF NEW YORK AND IN THE FEDERAL COURTS IN THE SOUTHERN DISTRICT OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN, AND ANY APPELLATE COURT FROM ANY THEREOF, OVER ANY DISPUTE BETWEEN OR AMONG THE PARTIES HERETO ARISING OUT OF THIS AGREEMENT. EACH PARTY HERETO IRREVOCABLY AGREES THAT ALL SUCH CLAIMS IN RESPECT OF SUCH DISPUTE SHALL BE HEARD AND DETERMINED IN SUCH COURTS. THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH DISPUTE ARISING OUT OF THIS AGREEMENT BROUGHT IN SUCH COURT OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH DISPUTE. EACH PARTY HERETO AGREES THAT A JUDGMENT IN ANY SUCH DISPUTE MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. A COPY OF ANY SERVICE OF PROCESS SERVED UPON THE PARTIES SHALL BE MAILED BY REGISTERED MAIL TO THE RESPECTIVE PARTY EXCEPT THAT, UNLESS OTHERWISE PROVIDED BY LAW, ANY FAILURE TO MAIL SUCH COPY SHALL NOT AFFECT THE VALIDITY OF SERVICE OF PROCESS. IF ANY AGENT APPOINTED BY A PARTY REFUSES TO ACCEPT SERVICE, EACH PARTY AGREES THAT SERVICE UPON THE APPROPRIATE PARTY BY REGISTERED MAIL SHALL, TO THE FULLEST EXTENT PERMITTED BY LAW, CONSTITUTE SUFFICIENT SERVICE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF A PARTY TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

EACH OF THE PARTIES HERETO HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY DISPUTE (AS DEFINED BELOW) OR OTHER PROCEEDING RELATED THERETO BROUGHT IN CONNECTION WITH THIS AGREEMENT.

Section 3.10 Specific Performance. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each party hereto shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to seek to enforce specifically the terms and provisions of this Agreement.

Section 3.11 Further Assurances. In connection with this Agreement and the transactions contemplated thereby, each Party will execute and deliver any additional documents and instruments and perform any additional acts that may be necessary or appropriate to effectuate and perform the provisions of this Agreement and such transactions.

Section 3.12 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signatories had signed the same document. All counterparts will be construed together and constitute the same instrument.

Section 3.13 Assignment. No party hereto may assign any of its rights or obligations under this Agreement without the prior written consent of the other Parties; provided that, for clarity, this limitation shall not apply to the transfers of the Additional LAC Parent Warrant described in Section 2.01(d).

Section 3.14 Electronic Transmissions. Each of the Parties hereto agrees that (a) any consent or signed document transmitted by electronic transmission shall be treated in all manner and respects as an original written document, (b) any such consent or document shall be considered to have the same binding and legal effect as an original document and (c) at the request of any party hereto, any such consent or document shall be re-delivered or re-executed, as appropriate, by the relevant party or parties in its original form. Each of the parties further agrees that they will not raise the transmission of a consent or document by electronic transmission as a defense in any proceeding or action in which the validity of such consent or document is at issue and hereby forever waives such defense. For purposes of this Agreement, the term “electronic transmission” means any form of communication not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

[Signature pages follow.]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

LITHIUM NEVADA VENTURES LLC
By:	/s/ Jonathan Evans
Name: Jonathan Evans
Title: President

SIGNATURE PAGE TO PUT, CALL AND EXCHANGE AGREEMENT

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

LITHIUM AMERICAS CORP.
By:	/s/ Jonathan Evans
Name: Jonathan Evans
Title: President and CEO

SIGNATURE PAGE TO PUT, CALL AND EXCHANGE AGREEMENT

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

1339480 B.C. LTD.
By:	/s/ Jonathan Evans
Name: Jonathan Evans
Title: President

SIGNATURE PAGE TO PUT, CALL AND EXCHANGE AGREEMENT

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

LAC US CORP.
By:	/s/ Jonathan Evans
Name: Jonathan Evans
Title: President

SIGNATURE PAGE TO PUT, CALL AND EXCHANGE AGREEMENT

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

GENERAL MOTORS HOLDINGS LLC
By:	/s/ Zach Kirkman
Name: Zach Kirkman
Title: Deputy CFO, Corporate Development, Treasury, and Ventures

SIGNATURE PAGE TO PUT, CALL AND EXCHANGE AGREEMENT

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

U.S. DEPARTMENT OF ENERGY<br><br><br>an agency of the Federal Government of the United States of America
By:	/s/ Rupinder Kaur
Name: Rupinder Kaur
Title: Director, Portfolio Management Division<br>Office of Energy Dominance Financing (EDF)

SIGNATURE PAGE TO PUT, CALL AND EXCHANGE AGREEMENT

EX-10.7

Exhibit 10.7

Certain annexes, schedules and exhibits in this Agreement denoted with “[***]” have been excluded pursuant to Item 601(b)(5) of Regulation S-K and certain identified information in this Agreement denoted with “[***]” has been excluded from this exhibit pursuant to Item 601(b)(10)(iv) ofRegulation S-K because it is both not material and of the type that the registrant treats as private and confidential.

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF LITHIUM NEVADA VENTURES LLC

Dated as of January 30, 2026

THE UNITS IN THE COMPANY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE SECURITIES LAWS IN RELIANCE ON EXEMPTIONS FROM REGISTRATION. NO UNIT 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. A UNIT ALSO MAY NOT BE TRANSFERRED OR ENCUMBERED UNLESS THE PROVISIONS OF THIS AGREEMENT ARE SATISFIED.

TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND INTERPRETATION		1
1.1	Definitions	1
1.2	Interpretation	1
1.3	Coordination With Schedules	2
ARTICLE II THE LIMITED LIABILITY COMPANY		2
2.1	Formation; Ratification	2
2.2	Name	3
2.3	Purposes	3
2.4	The Members	3
2.5	Term	3
2.6	Registered Agent; Offices	3
2.7	Title to Company Assets	3
ARTICLE III CAPITAL CONTRIBUTIONS; INITIAL UNIT ISSUANCES		4
3.1	Initial Capital Contributions; Initial Unit Issuances	4
3.2	Additional Required Capital Contributions	4
3.3	Additional Incremental Capital Contributions	5
3.4	Underfunding of Capital Contribution	6
3.5	Preemptive Rights	7
3.6	Right to Dispute Fair Market Value	8
3.7	Loans by Members to the Company	9
3.8	Return of Contributions	9
3.9	Reserve Accounts; Withdrawal of GM Letters of Credit	9
ARTICLE IV UNITS; MEMBERS		10
4.1	Units	10
4.2	Unit Certificates	10
4.3	Tax Treatment of the JV Warrant	11
4.4	Limited Liability	11
4.5	Meetings; Written Consent	11
4.6	Matters Requiring Additional Approval	12
4.7	No Member Fees	15
4.8	No State Law Partnership	15
4.9	Business Opportunities	15
4.10	No Fiduciary Duties	16
ARTICLE V COMPANY MANAGEMENT		16
5.1	Management	16
5.2	Board of Directors	17
5.3	Officers	20
5.4	Related Party Matters	21
5.5	Company Employees	22
5.6	DOE Board Observer	22

ARTICLE VI INDEMNIFICATION		23
6.1	Power to Indemnify in Actions, Suits or Proceedings	23
6.2	Authorization of Indemnification	23
6.3	Expenses Payable in Advance	24
6.4	Non-Exclusivity of Indemnification and Advancement of Expenses	24
6.5	Survival of Indemnification and Advancement of Expenses	24
6.6	Indemnification of Employees and Agents	25
6.7	Severability	25
6.8	Limitation of Liability	25
6.9	Indemnitor of First Resort	26
ARTICLE VII PROGRAMS AND BUDGETS; ADDITIONAL COVENANTS		27
7.1	Initial Approved Program and Budget	27
7.2	Operations Under Programs and Budgets	27
7.3	Presentation of Proposed Programs and Budgets	28
7.4	Sustaining Expense	29
7.5	Amendments	29
7.6	Budget Overruns; Program Changes	29
7.7	Books, Records and Access	30
7.8	Bank Accounts	35
7.9	Compliance Covenants	35
7.10	GM Phase 2 Offtake Agreement	36
7.11	GM Life of Mine Rights	36
7.12	Stakeholder Engagement	36
7.13	Employee Non-Solicit	36
7.14	Employee Incentive Plan	37
7.15	Management Fees	37
7.16	Insurance	40
ARTICLE VIII DEFAULTS AND REMEDIES		40
8.1	Defaults	40
8.2	Notice of Default	41
8.3	Defaulting Member Right to Contest	41
8.4	Rights Upon Default	41
8.5	No Penalty	41
8.6	Suspension of Rights While a Defaulting Member	41
ARTICLE IX DISTRIBUTIONS		42
9.1	Distributions	42
9.2	Liquidating Distributions	43
ARTICLE X TRANSFERS AND ENCUMBRANCES OF UNITS		44
10.1	Restrictions on Transfer	44
10.2	Transfers to Affiliates	45
10.3	Right of First Offer	45
10.4	Drag-Along Right	47
10.5	Tag-Along Rights	49
10.6	GM Put Rights	51

ARTICLE XI DISSOLUTION AND LIQUIDATION		52
11.1	Liquidation	52
11.2	Termination	52
ARTICLE XII REPRESENTATIONS AND WARRANTIES		53
12.1	Member Representations and Warranties	53
12.2	Survival	53
ARTICLE XIII MISCELLANEOUS		54
13.1	Confidentiality	54
13.2	Public Announcements	55
13.3	Notices	55
13.4	Headings	55
13.5	Waiver	55
13.6	Amendment	56
13.7	Severability	56
13.8	Rules of Construction	56
13.9	Governing Law	56
13.10	Independent Expert	56
13.11	Arbitration of Disputes	58
13.12	Waiver of Jury Trial	59
13.13	Further Assurances	59
13.14	Survival	59
13.15	No Third Party Beneficiaries	60
13.16	Entire Agreement	60
13.17	Parties in Interest	60
13.18	Specific Performance	60
13.19	Counterparts	60
Schedule “A” Defined Terms		A-1
Schedule “B” Properties		B-1
Schedule “C” Members		C-1
Schedule “D” Joinder to the Limited Liability Company<br>Agreement		D-1
Schedule “E” Tax Matters		E-1
Schedule “F” Project		F-1
Schedule “G” Initial Approved Program and Budget		G-1
Schedule “H” Compliance Covenants		H-1
1.1	Anti-Bribery and Corruption Compliance	H-1
1.2	Trade and Sanctions Compliance	H-2
1.3	Anti-Money Laundering Compliance	H-3
1.4	Restrictions on Transactions with an FEOC	H-3
Schedule “I” GM Phase 2 Offtake Agreement		I-1
Schedule “J” Dilution Model		J-1

iii

Schedule “K”<br>Life-of-Mine Rights	K-1
Schedule “L” Summary of Finalized Sources & Uses	L-1
Schedule “M” Employee Incentive Plan Summary Terms	M-1
Schedule “N” GM Supply Chain Policy	N-1
Schedule “O” Illustrative Accrued Management Costs Examples	O-1

SECOND AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

LITHIUM NEVADAVENTURES LLC

This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Lithium Nevada Ventures LLC, a Delaware limited liability company (the “Company”), dated as of January 30, 2026 (the “Effective Date”), is adopted, executed and agreed to by the Members (as defined below) that are signatories hereto or that execute a Joinder (as defined below) after the Effective Date.

Recitals

A.	The Company was formed as a limited liability company under the Act by filing a certificate of formation with<br>the Secretary of State of the State of Delaware on October 4, 2024 (the “Articles”).
B.	On October 4, 2024, LAC Management LLC, a Nevada limited liability company, entered into the limited<br>liability company agreement of the Company (the “Original Agreement”) as the sole member of the Company.
---	---
C.	On December 20, 2024, the Members amended and restated the Original Agreement with that certain Amended<br>and Restated Limited Liability Company Agreement of the Company (as amended by that certain Amendment No. 1 dated as of April 1, 2025, the “Prior Agreement”).
---	---
D.	The Parties hereto desire: (a) to enter this Agreement to provide for the governance of the Company as<br>further contemplated by this Agreement, and (b) for this Agreement to supersede and restate the Prior Agreement in its entirety.
---	---

In consideration of the covenants and agreements in this Agreement, the Parties to or bound by this Agreement hereby amend and restate the Prior Agreement in its entirety and further agree as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION

1.1	Definitions.

As used in this Agreement, capitalized terms have the meanings given in Schedule “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 Schedules, and not to any particular Article,

Section, or other subdivision of this Agreement or Schedules 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 “Schedule”, are to an Article, Section, preamble, recital or subdivision of this Agreement, or to the “Schedule” of 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 360-day year of twelve 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 U.S. GAAP.

1.3	Coordination With Schedules.

Except as otherwise provided in a Schedule, capitalized terms used in the Schedule that are not defined in the Schedule shall have the meanings given to them in this Agreement. If any provision of a Schedule conflicts with any provision in the body of this Agreement, the provision in the body of this Agreement shall control.

ARTICLE II

THELIMITED LIABILITY COMPANY

2.1	Formation; Ratification.
(a)	The Company has been duly organized under the Act by the filing of the Articles on October 4, 2024. The<br>Members agree that their rights and obligations relating to the Company and the administration and termination of the Company shall be subject to and governed by this Agreement. To the fullest extent permitted by the Act, this Agreement shall<br>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.
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(b)	The Members hereby ratify any and all acts taken or caused to be taken by LAC or any “authorized<br>person” (within the meaning of the Act) in the name of or on behalf of the Company prior to the Prior Agreement Date solely to the extent necessary to effectuate the Restructuring (as defined in the Investment Agreement), including in relation<br>to the formation of the Company and entry into this Agreement and the transactions contemplated hereby.
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2.2	Name.

The name of the Company shall be “Lithium Nevada Ventures LLC”.

2.3	Purposes.

Unless otherwise determined by the Board of Directors subject to Section 4.6, the Company is formed for the purpose of the development, construction, start-up, financing, ownership, operation and monetization of the Project, including the processing, distribution, marketing and sale of lithium products produced by the Project, and the Company is authorized to engage in any activities necessary, appropriate or incidental to any of the foregoing that are permitted by the Act.

2.4	The Members.

The Company shall maintain a register containing the name, business address, and Units of each Member, as well as any Directors appointed by each Member, updated to reflect the admission of additional or substituted Members, changes of address, changes in Units, changes to appointed Directors and other changes in accordance with this Agreement, and shall provide the updated register to any Member promptly upon the written request of the Member.

2.5	Term.

The Company commenced on the date the Articles were filed with the Secretary of State of the State of Delaware and shall continue in existence until it is liquidated or dissolved in accordance with this Agreement and the Act.

2.6	Registered Agent; Offices.

The initial registered office and registered agent of the Company are identified in the Articles. The Board of Directors may from time to time designate a successor registered office and registered agent and may amend the Articles to reflect the change without the approval of the Members. The location of the principal place of business of the Company shall be at such place as the Board of Directors may designate from time to time. The Company may have such other offices as the Board of Directors may determine appropriate.

2.7	Title to Company Assets.

Title to the Company’s assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company (or a Subsidiary thereof) as an entity, and no Member, Manager, Director, or Officer shall have any ownership interest in such Company assets. Title to any or all of the Company’s assets may be held in the name of the Company or one or more of its Subsidiaries or one or more nominees, as the Board of Directors may determine (which determination, for the avoidance of doubt, shall be subject to Sections 4.6, as applicable, and may be delegated to the Manager). All Company assets shall be recorded as the property of the Company in its books and records, irrespective of the name in which record title to such Company assets is held.

ARTICLE III

CAPITAL CONTRIBUTIONS; INITIAL UNIT ISSUANCES

3.1	Initial Capital Contributions; Initial Unit Issuances.
(a)	As of the Effective Date, each Member has made (or has been deemed to have made) the amount of Capital<br>Contributions set forth opposite its name on Schedule “C” under the heading “Initial Capital Contributions” (each, an “Initial Capital Contribution”). Except as set forth in<br>Section 3.2, no Member has any obligation to make any additional Capital Contribution to the Company.
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(b)	As of the Effective Date, the Company has issued 164,473,684,211 Units in the aggregate to the Members listed<br>on Schedule “C” in the individual amounts specified under the heading “Units”.
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(c)	The Units of the Members (as well as the Proportionate Interests) shall be adjusted (i) upon the funding<br>of any incremental Capital Contributions as provided in Section 3.2 or 3.3 (including, with respect to Capital Contributions required to be made by such Member when required to do so and with respect to the provision<br>of the GM Letters of Credit when required, in each case, pursuant to Section 3.2(a), the requisite adjustments set forth in the Dilution Model), and (ii) upon the Transfer by a Member of any Units under Article<br>X.
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3.2	Additional Required Capital Contributions.
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(a)	The First Advance Date (as defined in the DOE Loan) occurred on October 20, 2025. GM has delivered the GM<br>Letters of Credit for the Construction Contingency Reserve Account and the Ramp-Up Reserve Account in the amounts required by this Agreement and the DOE Loan. GM shall deliver the GM Letter of Credit for the<br>Sustaining Capex Reserve Account to the Company at least twenty-two (22) Business Days prior to the date of Total Plant Transfer (as defined in the DOE Loan) (the “Delivery Date”);<br>provided, that at and as of the Delivery Date, (i) the DOE Loan, as amended by the DOE Loan Amendment and the Second DOE Loan Amendment, shall remain in full force and effect, and (ii) the Company Group shall have performed or<br>complied with, in all respects, all of their respective obligations, covenants and agreements under the DOE Loan, as amended by the DOE Loan Amendment and the Second DOE Loan Amendment, required to be performed or complied with prior to or at the<br>Delivery Date. The Company shall be permitted to deliver the GM Letter of Credit to be posted against the Sustaining Capex Reserve Account to the DOE at Total Plant Transfer only if at and as of the date of Total Plant Transfer (w) the DOE<br>Loan, as amended by the DOE Loan Amendment and the Second DOE Loan Amendment, shall remain in full force and effect, (x) the Company Group shall have performed or complied with, in all respects, all of their respective obligations, covenants<br>and agreements under the DOE Loan, as amended by the DOE Loan Amendment and the Second DOE Loan Amendment, required to be performed or complied with prior to or at such time of delivery, and (y) all other conditions precedent to Total Plant<br>Transfer (as defined in the DOE Loan) under
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the DOE Loan, as amended by the DOE Loan Amendment and the Second DOE Loan Amendment, shall have been satisfied or waived. Except as otherwise set forth herein, GM shall be required to deliver<br>and maintain each GM Letter of Credit posted (or to be posted) against (A) the Construction Contingency Reserve Account and the Ramp-Up Reserve Account from the First Advance Date until the Project<br>Completion Date (as defined in the DOE Loan), (B) the Sustaining Capex Reserve Account from Total Plant Transfer until the Release Date (as defined in the DOE Loan), (C) the Debt Service Reserve Account from the earlier of (i) the Project<br>Completion Date and (ii) the First Principal Payment Date, until the Release Date, and (D) the O&M Reserve Account from the Project Completion Date until the Release Date. Upon the Release Date, in the event there are still any<br>outstanding GM Letters of Credit, the Company shall promptly, and in any event within two (2) Business Days of the Release Date, notify GM in writing. Unless earlier withdrawn as set forth herein (including pursuant to this<br>Section 3.2(a) or Section 3.9), upon the receipt of written notice of the Release Date, GM shall be entitled to withdraw the outstanding GM Letters of Credit, if any, and the Company shall cause<br>the Subsidiary Borrower to withdraw such outstanding GM Letters of Credit in accordance with the terms and obligations set forth in the DOE Loan, the DOE ASA and the Accounts Agreement. Each beneficiary of any such GM Letter of Credit, as identified<br>in such GM Letter of Credit, shall be permitted to seek recourse under such GM Letter of Credit. LAC shall make a Capital Contribution for the purpose of funding the DSCR Shortfall Reserve Account and the Care and Maintenance Reserve Account in the<br>amounts required to be funded in accordance with Sections 2.21 and 2.22 of the Accounts Agreement, Section 2.03(a) of the Affiliate Support Agreement (as defined in the DOE Loan) and Section 8(f) of the Second DOE Loan Amendment (such<br>Capital Contribution, the “Reserve Account Capital Contribution”). For the avoidance of doubt, LAC shall receive Units in respect of the Reserve Account Capital Contribution based on the Final FMV of a Unit for such Capital<br>Contribution.
(b)	Attached hereto as Schedule “J” is an illustrative example of dilution<br>(the “Dilution Model”). In the event that GM fails to deliver the GM Letters of Credit when required to do so pursuant to Section 3.2(a), such Member shall forfeit the number of Units prescribed in the<br>Dilution Model (and for the avoidance of doubt, shall not receive any consideration in exchange for such forfeited Units) and the other Members shall have the right to be a Contributing Member with respect to such Units pursuant to Sections<br>3.4(a) and (b) based on the price per Unit as set forth in the Dilution Model.
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3.3	Additional Incremental Capital Contributions.
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At such time when the Board of Directors determines additional capital is needed for an Approved Program and Budget (in accordance with Section 4.6, to the extent applicable, and subject to Section 7.6) or the Manager determines additional capital is needed for a Sustaining Expense in accordance with the Management Services Agreement, the Board of Directors or the Manager shall submit to each Member a notice setting forth the amount each Member should contribute, based on the Members’ Proportionate Interests at such time, and the proposed Fair

Market Value of a Unit (including Non-Voting Units, if applicable) for such Capital Contribution (a “Contribution Notice”). The Members shall have the right, but not the obligation, to contribute the amounts set forth in such notification within fifteen (15) Business Days after the later to occur of (i) the date such written notification is given and (ii) the determination of Final FMV of a Unit (including Non-Voting Units, if applicable) in respect of such Capital Contribution; provided that LAC and its Permitted Transferees shall be permitted to make such Capital Contributions in advance of the determination of Final FMV, and the other Members shall have the right to participate and make Capital Contributions on a pro rata basis promptly following the determination of Final FMV (and in any event, such Capital Contributions, if applicable, shall be made within five (5) Business Days of such determination). Subject to Section 3.6 and Section 7.15, each Member shall receive Units in respect of each additional Capital Contribution contemplated by this Section 3.3 based on the Final FMV of a Unit (including Non-Voting Units, if applicable) for such Capital Contribution; provided that, with respect to any Proportionate Interests of a Member attributable to such Member’s Non-Voting Units, such Member shall only be entitled to purchase additional Non-Voting Units in accordance with this Section 3.3; provided further, that if a Member holds both Units that are Non-Voting Units as well as other Units, with respect to any Proportionate Interests of a Member that are not attributable to such Member’s Non-Voting Units, such Member may elect, in its sole discretion, the allocation of each type of Unit that it shall receive in respect of its Capital Contribution.

3.4	Underfunding of Capital Contribution.
(a)	If LAC fails to contribute the entire amount of the Reserve Account Capital Contribution or if GM fails to<br>provide the GM Letters of Credit, in each case required to be provided pursuant to Section 3.2(a), or if a Member fails to contribute the entire amount of capital allocated to such Member as provided in a Contribution<br>Notice delivered pursuant to Section 3.3, then such Member shall be a “Non-Contributing Member”. The aggregate amount the<br>Non-Contributing Members failed to contribute is referred to as the “Underfunded Amount”. A Member that contributed its proportionate share of the Reserve Account Capital Contribution<br>pursuant to Section 3.2(a), the GM Letters of Credit pursuant to Section 3.2(a) or the capital call provided in its Contribution Notice delivered pursuant to Section 3.3,<br>as applicable, shall be referred to as a “Contributing Member”.
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(b)	The Manager shall deliver a notice to the Contributing Members identifying the amount of the capital call which<br>the Non-Contributing Members failed to contribute (a “Non-Contribution Notice”). A Contributing Member shall have the right (but not the obligation)<br>to elect by notice to the Board of Directors delivered within ten (10) days after its receipt of the Non-Contribution Notice, to contribute an amount up to its respective Proportionate Interest (as<br>between Contributing Members only and for the avoidance of doubt, excluding Non-Voting Units from the calculation of Proportionate Interest) (an “Excess Contribution”) of the Underfunded<br>Amount. If a Contributing Member elects to make an Excess Contribution, then it shall be treated as a Capital Contribution, in which case the Contributing Member shall receive Units corresponding to the amount of such Excess Contribution based on<br>the Dilution Model, in respect of contributions pursuant to Section 3.2(a) or in substitution of the GM Letters of Credit, or the Final FMV of a Unit, in respect of a contribution pursuant to<br>Section 3.3 (and Schedule “C” shall be adjusted accordingly). Notwithstanding the foregoing, a Member that holds only Non-Voting Units (and no<br>other Units) shall not be permitted to make an Excess Contribution.
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3.5	Preemptive Rights.
(a)	Except for any issuance pursuant to Sections 3.1, 3.2, 3.3 and 3.4 (or pursuant to<br>the JV Warrant), the Company shall not issue, sell or exchange, agree to issue, sell or exchange, or reserve or set aside for issuance, sale or exchange, (i) any Equity Securities of the Company to any Person (other than a Restricted Party) or<br>(ii) any debt securities of the Company to any Member (collectively, the “Preemptive Securities”) unless, in each case, the Company shall have first offered to sell to each Member who is a<br>Non-Defaulting Member (each, a “Preemptive Holder”) such Preemptive Holder’s pro rata share of the Preemptive Securities, at a price and on such other terms as shall have been<br>specified by the Company in writing delivered to each such Preemptive Holder (the “Preemptive Offer”), which Preemptive Offer shall by its terms remain open and irrevocable for a period of at least ten (10) calendar days from<br>the date it is delivered by the Company (the “Preemptive Offer Period”). Each Preemptive Holder may elect to purchase all or any portion of such Preemptive Holder’s pro rata share of the Preemptive Securities as specified in<br>the Preemptive Offer at the price and upon the terms specified therein by delivering written notice of such election to the Company as soon as practical but in any event within the Preemptive Offer Period.
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(b)	Each Preemptive Holder’s “pro rata share” of Preemptive Securities shall be determined as<br>follows: the total number of Preemptive Securities, multiplied by its Proportionate Interest. To the extent a Preemptive Holder elects to purchase less than its full pro rata share of the Preemptive Securities, each other Preemptive Holder shall<br>have an additional option to purchase all or any portion of the balance of any such remaining Preemptive Securities on the terms specified in the Preemptive Offer by delivering written notice to the Company within ten (10) calendar days of the<br>expiration of the applicable Preemptive Offer Period of its election to exercise such option.
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(c)	Notwithstanding anything to the contrary herein, to the extent any Preemptive Holder holds Non-Voting Units, such Preemptive Holder shall only be permitted to purchase additional Non-Voting Units in lieu of the applicable Preemptive Securities with respect to the<br>portion of such Preemptive Holder’s pro rata share of the Preemptive Securities attributable to the Non-Voting Units that it holds. Such Preemptive Holder may elect to purchase up to the number of Non-Voting Units necessary in order to maintain the portion of its Proportionate Interest attributable to the Non-Voting Units that it holds immediately prior to the<br>effectiveness of the sale or exchange of the Preemptive Securities. For the avoidance of doubt, in the event that a Preemptive Holder holding Non-Voting Units elects to purchase less than its full share of<br>additional Non-Voting Units, the other Preemptive Holders shall not have the option to purchase all or any portion of the balance of any such remaining Non-Voting Units.<br>
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(d)	In lieu of complying with the timing of the Preemptive Offer set forth in<br>Section 3.5(a), the Company may elect to deliver a Preemptive Offer to each Preemptive Holder within thirty (30) days after the issuance of the Preemptive Securities if the proceeds of such issuance are, in the<br>reasonable determination of the Board of Directors, necessary to be raised prior to the completion of the process described in Section 3.5(a). Any such delayed Preemptive Offer shall also describe the type, price, and terms<br>of the Preemptive Securities. Each Preemptive Holder shall have ten (10) calendar days from the date notice is given to elect to purchase up to the relevant percentage with respect to such issuance as provided in<br>Section 3.5(a).
3.6	Right to Dispute Fair Market Value.
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(a)	For so long as the DOE is (i) a Member or (ii) the Holder (as defined under the JV Warrant), in<br>connection with any issuance or sale of any Units or any calculation pursuant to Section 7.15 regarding the issuance or other reallocation of Units to any Person at Fair Market Value, the Company shall deliver written<br>notice to the DOE (an “Issuance Notice”) within fifteen (15) Business Days following the determination of Final FMV applicable to such issuance, which Issuance Notice shall set forth (i) the Final FMV at which such Units<br>are to be issued and sold, (ii) the Company’s calculation of the Fair Market Value, with reasonable supporting detail, and (iii) whether any Member disputed the proposed Fair Market Value (and if applicable, reasonable supporting<br>detail regarding the determination of Final FMV). Unless the DOE properly delivers to the Company a FMV Dispute Notice within the Dispute Notification Period as set forth in Section 3.6(b), the Final FMV set forth in such<br>Issuance Notice shall be deemed to be final and binding for all purposes upon the expiration of the Dispute Notification Period.
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(b)	Upon receipt of an Issuance Notice, the DOE shall have the right to dispute the Final FMV of a Unit to be<br>issued pursuant to this Agreement if the DOE believes, in good faith, that the Fair Market Value should be more than ten percent (10%) greater than the Final FMV in such Issuance Notice by delivering written notice to the Company within twenty<br>(20) Business Days of receipt of the Issuance Notice (the “Dispute Notification Period”) setting forth (x) the Fair Market Value of such Unit as determined by the DOE and (y) the DOE’s calculation of the Fair<br>Market Value, with reasonable supporting detail (such written notice, an “FMV Dispute Notice”); provided, however, that if the Final FMV was determined pursuant to Section 13.10, then the<br>DOE shall not have the right to dispute such Final FMV under this Section 3.6. If no FMV Dispute Notice is delivered by the DOE, the DOE shall be deemed to have accepted and agreed to such Final FMV.
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(c)

If the DOE delivers a FMV Dispute Notice pursuant to Section 3.6(b), the DOE and the Company shall attempt in good faith to reach an agreement as to the matter in dispute. If the Company and the DOE have failed to resolve any such dispute within ten (10) Business Days after receipt of timely notice of such objection (or such longer period mutually agreed to by the DOE and the Company), then the Company shall engage an Independent Expert to determine the Fair Market Value applicable to the issued Units in accordance with Section 13.10, as if the DOE were the disputing “Member” thereunder; provided that, (i) the DOE and the Company shall submit the Fair Market Value set forth in the FMV Dispute Notice and the Issuance Notice, respectively, to the Independent Expert and the Independent Expert shall only be permitted to pick a value that is between such proposed values, and (ii) notwithstanding Section 13.10(f), the fees and expenses of the Independent Expert shall be paid 50% by the Company and 50% by the DOE; provided further that the Company shall pay the DOE’s share of such fees and expenses to the Independent Expert and such amount shall be deemed as an advance on any future amounts payable to the holder of Non-Voting Units pursuant to Section 9.1(a)(iv).

3.7

Loans by Members to the Company.

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Any loan by a Member to the Company made with the required consent of the Board of Directors and/or Members shall be separately entered on the books of the Company as a loan to the Company and not as a Capital Contribution and shall be evidenced by appropriate documentation approved by the Members in accordance with the provisions of this Agreement.

3.8	Return of Contributions.

Except as expressly set forth herein, 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 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.

3.9	Reserve Accounts; Withdrawal of GM Letters of Credit.

The Company shall cause its applicable Subsidiaries to comply with all of the terms and obligations under the DOE Loan, the Accounts Agreement, the DOE ASA and each other applicable Transaction Document (as defined in the DOE Loan). While any amount of the GM Letters of Credit remains outstanding, the Company shall cause the Subsidiary Borrower to fund the DOE Reserve Accounts with any of the cash of the Subsidiary Borrower available to be used for such purpose, including any of the cash in the Restricted Payment Suspense Account (as defined in the DOE Loan), so that the cash deposited in each of the applicable DOE Reserve Accounts that requires funding pursuant to the Accounts Agreement is equal to the Reserve Account Requirement (as defined in the DOE Loan) for such DOE Reserve Account, until the face amount of the GM Letters of Credit is reduced to $0. On a quarterly basis (once applicable), the Company shall, and shall cause the Subsidiary Borrower to, where applicable, request that the DOE allow for the withdrawal of the GM Letters of Credit in accordance with Section 2.04(c) of the DOE ASA and Section 2.03(f) of the Accounts Agreement. For the avoidance of doubt, the Company shall ensure that the Subsidiary Borrower does not distribute any cash to the Company, and the Company in turn does not make any distribution to Members pursuant to Sections 9.1 and 9.2, until all the GM Letters of Credit are completely withdrawn and the face amount of the GM Letters of Credit are reduced to $0. Notwithstanding the foregoing, the GM Letters of Credit shall be withdrawn no later than three (3) Business Days after notice of the Release Date, as set forth in Section 3.2(a). For the avoidance of doubt, once the face amount under any of the outstanding GM Letters of Credit is reduced, the face amount under the GM Letters of Credit shall not be increased.

ARTICLE IV

UNITS; MEMBERS

4.1	Units.

The Board of Directors shall have the authority to issue, on behalf of the Company, an unlimited number of Units, subject to compliance with Sections 3.3, 3.5 and 4.6. Units may be issued, and the Persons to whom such Units are issued, if not already Members, may be admitted as additional Members only after, in each case (a) Board Approval thereof, (b) Supermajority Approval and/or Specified Approval, if required pursuant to this Agreement, and (c) such Person executes a Joinder and any other agreements and instruments in form and substance as the Board of Directors may deem necessary or desirable to effect such admission. Notwithstanding anything herein to the contrary, the Company may not issue Units or any Equity Securities of the Company to any Restricted Party. The Units shall include the non-voting Units to be issued upon exercise of the JV Warrant in accordance with the terms set forth therein (the “Non-Voting Units”). Except for the right to receive distributions in accordance with Article IX or as expressly set forth herein, a holder of Non-Voting Units shall have no rights pursuant to this Agreement, including without limitation voting rights or rights to consent to or approve any action or matter. For the avoidance of doubt and notwithstanding anything to the contrary herein, a Member holding exclusively Non-Voting Units (and no other Units) shall not be entitled to exercise any of the rights of a Member under Sections 4.5 (Meetings), 4.6 (Matters Requiring Additional Approval), 5.2 (Board of Directors), 5.4 (Related Party Matters), 7.7 (Books, Records and Access), or 10.3 (Right of First Offer).

4.2	Unit Certificates.

Units may be (but need not be) represented by certificates in such form as the Board of Directors shall from time to time approve, but shall be recorded in a register thereof maintained by the Company. If the Board of Directors elects to certificate the Units and a mutilated Unit certificate is surrendered to the Company or if a Member claims and submits an affidavit or other evidence, satisfactory to the Board of Directors, to the effect that the Unit certificate has been lost, destroyed or wrongfully taken, the Company shall issue a replacement Unit certificate if the requirements of the Board of Directors are met. If required by the Board of Directors, such Member must provide an indemnity bond, or other form of indemnity, sufficient in the judgment of the Board of Directors to protect the Company against any loss which may be suffered. The Company may charge such Member for its reasonable out-of-pocket expenses in replacing a Unit certificate which has been mutilated, lost, destroyed or wrongfully taken. Units issued as of the Effective Date are not certificated.

4.3	Tax Treatment of the JV Warrant.

The Company and each Member agree (a) that for U.S. federal (and applicable state and local) income tax purposes, the holder of the JV Warrant will be treated as currently owning the Non-Voting Units, and accordingly, the DOE will (i) be treated as a “partner” of the Company for U.S. federal (and applicable state and local) income tax purposes, (ii) have a Capital Account established and maintained in accordance with Section 4.1 of Schedule “E” and references to “Member” within such section shall be deemed to include the DOE in respect of holding the JV Warrants, and (iii) be subject to allocations under Article III of “Schedule E” and references to “Member” within such article shall be deemed to include the DOE in respect of holding the JV Warrants, and (b) to file all tax returns in a manner consistent with such treatment unless otherwise required by applicable Law.

4.4	Limited Liability.

The liability of each Member shall be limited as provided by the Act. No Member 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.

4.5	Meetings; Written Consent.
(a)	Any Member may call a special meeting of the Members on not less than five (5) Business Days’ notice<br>to the other Members. In case of emergency, reasonable notice of a special meeting shall suffice. Meetings of the Members shall be held by teleconference or at the principal office of the Company or at such other location as agreed by the Members.<br>The Members may hold meetings without complying with the above notice requirements if all Members are present at a meeting and waive the applicable notice requirements.
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(b)	There shall be a quorum at a Members’ meeting if Members holding at least 75% of the outstanding Units<br>(excluding Non-Voting Units) are present at the meeting. If a quorum is not present within 30 minutes following the time at which the meeting is scheduled to take place, any Member present may adjourn the<br>meeting to the same day in the immediately following week (or, if that day is not a Business Day, the next following Business Day) at the same time and place. The Member adjourning the meeting shall make a good faith effort to give notice to the<br>other Members of the rescheduled meeting but otherwise shall be under no obligation to give the other Members notice thereof. Only those items included on the agenda for the original meeting may be acted upon at such a rescheduled meeting, but any<br>additional matters may be considered with the consent of all Members; provided, that no such items may include any matter set forth in Section 4.6 without the applicable approval required pursuant to<br>Section 4.6.
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(c)	A Member may, upon notice provided to the other Members, invite a reasonably limited number of other persons<br>who have a reasonable business purpose for being present, to attend the relevant portion of any meeting of the Members; provided that each other Member consents, which consent need not be in writing, may be given by acquiescence and may not<br>be unreasonably withheld. If personnel employed by the Company Group are required to attend a Member meeting, reasonable costs incurred in connection with such attendance shall be paid for by the Company. All other costs in respect of invited<br>persons shall be paid for by the Member who extended the invitation.
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(d)	Each notice of a meeting shall include an itemized agenda prepared by the Member responsible for calling the<br>meeting, but any additional matters may be considered with the consent of all Members; provided, that no matter set forth in Section 4.6 may be considered without the applicable approval required pursuant to<br>Section 4.6. The Manager shall prepare minutes of the applicable meeting, including a rescheduled meeting, and shall distribute a copy of such minutes to the Members within ten (10) days after the meeting. The minutes<br>must be signed by the Members in attendance. The minutes shall be the official record of the decisions made by the Members and shall be binding on the Company, and the Members.
(e)	Members may attend meetings of the Members by telephone or by video conference as long as all participants are<br>able to hear and speak to each other and decisions are confirmed in writing by the Members. Meetings of the Members shall not be required for any purpose. Any action required or permitted to be taken by Members may be taken without a meeting if the<br>action is evidenced by a written consent describing the action taken, signed by the requisite Members.
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4.6	Matters Requiring Additional Approval.
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(a)	Supermajority Approval. The Company, the Manager and the Board of Directors shall not (and shall cause<br>the Company’s Subsidiaries not to) take any of the following actions unless Supermajority Approval is first obtained:
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(i)	effecting the sale and transfer of all or substantially all of the assets of the Company (other than as part of<br>a Drag-Along Sale);
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(ii)	effecting the surrender or abandonment of any material part or parts of the Properties, including the area<br>contemplated by Phase 1 and Phase 2;
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(iii)	changing the business purpose of the Company;
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(iv)	electing to permanently terminate the operations of the Project or to suspend operations or place the Project<br>on care and maintenance; and
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(v)	effecting any liquidation, insolvency, bankruptcy, creditors’ protection or any other Insolvency Event.<br>
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(b)	Specified Approval. The Company, the Manager and the Board of Directors shall not (and shall cause the<br>Company’s Subsidiaries not to) take any of the following actions unless Specified Approval is first obtained:
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(i)	changing the size or composition of the Board of Directors of the Company, subject to Sections 5.2(a)(i)<br>and 5.2(a)(ii);
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(ii)	authorizing, creating or issuing any Units or other Equity Securities, or reclassifying any outstanding Units<br>into any limited liability company interest or other equity security, that is in either case senior to the Units as to rights and privileges with respect to distributions, liquidation or redemption;
(iii)	amending this Agreement, the Articles or any other organizational document of the Company;<br>
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(iv)	any change in the production process that is reasonably likely to result in a change to the specifications of<br>the lithium product produced by the Project and provided to GM under any Offtake Agreements, unless GM is no longer utilizing its offtake rights under the applicable agreement evidencing such rights;
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(v)	effecting the sale and transfer of assets of the Company Group having an aggregate value of greater than<br>$5,000,000, other than (A) a Drag-Along Sale, (B) any sale of lithium in the ordinary course of business or (C) any sale of an asset that is a non-productive asset with a book value after<br>reflecting depreciation of not greater than $10,000,000;
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(vi)	incurring debt for borrowed money (excluding the DOE Loan) by the Company Group in excess of $10,000,000****on an individual basis or $30,000,000 in the aggregate, or making any material and adverse change to the terms of any such borrowed money debt;
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(vii)	entering into or making material amendments to any Affiliate Contracts;
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(viii)	amending the distribution policy set forth in Section 9.1;
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(ix)	entering into or making any material amendments to any contract on behalf of the Company or Subsidiary which<br>contemplates (i) aggregate payments or receipts in excess of $10,000,000 in any twelve (12) month period or (ii) a term greater than three (3) years, other than (A) any Specified Offtake Agreement, (B) any purchase<br>order of lithium conducted on a spot basis, which, for avoidance of doubt, means at a single point in time such that only a single exchange of product takes place, so long as the price per unit within such purchase order is equal to or greater than<br>market price, or (C) any contract in connection with a Drag-Along Sale;
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(x)	effecting the settlement of any material claim or dispute that involves payment of more than $1,000,000 or that<br>would require Specified Approval in accordance with the Human Rights Plan;
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(xi)	electing to pursue the development and construction of Phase 2;
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(xii)	effecting the acquisition of a material business or assets outside of the ordinary course of business;<br>
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(xiii)	effecting the approval or amendment of an Approved Program and Budget, in each case that would increase the<br>expenses, in the aggregate, by more than 10% as compared to the expenses as set forth in the prior Approved Program and Budget;
(xiv)	effecting the termination or cancellation of an Approved Program and Budget;
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(xv)	making any material amendment to the DOE Loan, including any amendment that increases the amounts required<br>under the Construction Contingency Reserve Account or the Ramp-Up Reserve Account, reduces any of the information provided pursuant to Section 7.7(e) or requires consent for any<br>matter or action otherwise contemplated by this Agreement;
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(xvi)	taking any action under the Employee Incentive Plan, including in relation to the economic terms thereof or the<br>participants therein, if and to the extent such action would result in the Company being obligated to reimburse Incentive Plan Costs in any given year of an amount greater than the Incentive Plan Costs set forth in the then current Approved Program<br>and Budget;
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(xvii)	any determination subject to Specified Approval as set forth in Schedule<br>“E”;
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(xviii)	making any expenditures that would result in the aggregate expenditures of the Company Group exceeding the<br>aggregate expenditures set forth in the current Approved Program and Budget by more than 10% (other than Sustaining Expenses); and
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(xix)	authorizing, consenting to or otherwise permitting any Transfer of the JV Warrant by the DOE or any subsequent<br>transferee thereof.
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(c)	GM Approval. Notwithstanding anything in this Agreement to the contrary, for so long as GM and its<br>Affiliates hold 10% or more of the issued and outstanding Units (excluding Non-Voting Units), the Company, the Manager and the Board of Directors shall not (and shall cause the Company’s Subsidiaries not<br>to), unless the written consent of GM is first obtained, (i) effect any material tax change that could reasonably be expected to have an adverse effect in any material respect on GM or its Affiliates, (ii) eliminate the Human Rights<br>Committee, (iii) alter the composition of the Human Rights Committee such that no GM Designee is a member, (iv) alter the general scope, objectives, or procedures of the Human Rights Committee, (v) amend the Human Rights Plan,<br>(vi) permit any member of the Company Group to enter into any contract that would require the consent of a Third Party for the Transfer of any Units by GM or otherwise restrict any of GM’s Transfer rights under this Agreement (including<br>GM’s put rights under Sections 7.9 and 10.6), (vii) waive any limitations with respect to the maximum number of Non-Voting Units a Member that holds only<br>Non-Voting Units may purchase under Section 3.4 or Section 3.5, or (viii) waive any restrictions on the Transfer of<br>Non-Voting Units pursuant to clause (x) of Section 10.1; provided, that, entering into any contract that contains a restriction on the change of Control of<br>the Company shall not require GM’s approval under this Section 4.6(c).
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(d)

LAC Approval. Notwithstanding anything in this Agreement to the contrary, for so long as LAC and its Affiliates hold 10% or more of the issued and outstanding Units (excluding Non-Voting Units), the Company, the Manager and the Board of Directors shall not (and shall cause the Company’s Subsidiaries not to) effect any material tax change that could reasonably be expected to have an adverse effect in any material respect on LAC or its Affiliates unless the written consent of LAC is first obtained.

4.7

No Member Fees.

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No Member shall be entitled to compensation for attendance at Member meetings or for time spent in its capacity as a Member.

4.8	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 Director be a partner or joint venturer of any other Member, Manager or Director or any purposes other than federal and state tax purposes, and this Agreement may not be construed to suggest otherwise.

4.9	Business Opportunities.

Each of the Company and the Members (in their own name and in the name and on behalf of the Company and its Subsidiaries) acknowledges and agrees that the Company (on behalf of itself and its Subsidiaries) hereby renounces any interest or expectancy in any business opportunity, transaction or other matter in which any of the Members participates or desires to participate and that involves any aspect related to the business or affairs of any of the Company and its Subsidiaries (each, a “Renounced Business Opportunity”). None of the Members shall have any obligation to communicate or offer any Renounced Business Opportunity to the Company, its Subsidiaries or any Member thereof and may pursue any Renounced Business Opportunity solely for its own account. Notwithstanding the foregoing, or anything to the contrary in this Agreement, LAC hereby covenants and agrees, and the Company hereby acknowledges and agrees, that any business opportunity, transaction or other matter in which LAC or any of its Affiliates participates or desires to participate that involves any aspect of the Business shall solely be conducted by and through the Company and its Subsidiaries, provided, for the avoidance of doubt, nothing herein shall restrict any financing or fundraising activities of LAC and its Affiliates (excluding the Company Group) that do not involve directly the conduct of the Business or otherwise seek to circumvent the protections set forth in this Section 4.9.

4.10	No Fiduciary Duties.

To the fullest extent permitted by the Act, a Member, in exercising any of its approval rights under this Agreement, shall (i) represent its own interests and (ii) be entitled to act or omit to act considering only such factors, including its own separate interests, as such Member chooses to consider. Notwithstanding anything to the contrary, any action of a Member or failure to act, taken or omitted in good faith reliance on the foregoing provision shall not, as between the Company and the other Members, on the one hand, and such Member, on the other hand, constitute a breach of any duty (including any fiduciary or other similar duty, to the extent that such exists under the Act or any other applicable law, rule or regulation) on the part of such Member. To the fullest extent permitted by the Act, each Member, in its capacity as such, shall not owe any fiduciary duties to the Company or any of the other Members.

ARTICLE V

COMPANY MANAGEMENT

5.1	Management.
(a)	The business and affairs of the Company shall be managed by or under the direction of a board of directors (the<br>“Board of Directors”), to whom, subject to the limitations set forth in this Agreement and as otherwise required by the Act, the Members hereby delegate, and in which is vested, the full, exclusive and complete power, authority<br>and discretion to manage and control the administration, affairs and operations of the Company. Unless otherwise provided in this Agreement, all actions, determinations, elections, judgments, approvals, considerations, amendments, calls or<br>designations taken or omitted to be taken by the Board of Directors pursuant to this Agreement (whether to the Board of Directors’ satisfaction, sole discretion or otherwise) shall be taken or omitted to be taken only with Board Approval and,<br>to the extent applicable, Supermajority Approval and/or Specified Approval.
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(b)	To the fullest extent permitted by the Act, a Person, in performing their duties and obligations as a Director<br>under this Agreement, shall (i) serve in such capacity to represent the interests of the Member that designated such Director and (ii) be entitled to act or omit to act at the direction of the Members that designated such Person to serve<br>on the Board of Directors, considering only such factors, including the separate interests of the Member that designated such Director and factors specified by such Member, as such Director chooses to consider. Notwithstanding anything to the<br>contrary, any action of a Director or failure to act, taken or omitted in good faith reliance on the foregoing provision shall not, as between the Company and the other Members, on the one hand, and the Director or the Member designating such<br>Director, on the other hand, constitute a breach of any duty (including any fiduciary or other similar duty, to the extent that such exists under the Act or any other applicable law, rule or regulation) on the part of such Director or such<br>designating Member or any other Director or Member. To the fullest extent permitted by the Act, none of the Directors shall owe any fiduciary duties to the Company or any of the Members; provided, however, that the Board of Directors<br>shall act in accordance with the implied contractual covenant of good faith and fair dealing consistent with the terms of this Agreement.
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(c)	Unless explicitly provided otherwise in this Agreement, including Section 4.6, the<br>Board of Directors shall have the power, right and authority on behalf and in the name of the Company and its Subsidiaries to carry out any and all of the objects and purposes of the Company and its Subsidiaries and to perform all acts which the<br>Board of Directors, in its sole discretion, may deem necessary or desirable.
(d)	The Company is solely responsible for the operation, maintenance and control of the Company’s assets and<br>facilities. Nothing herein shall be taken to impose any duties, responsibilities or obligations, express or implied, on the Members or their respective Affiliates (other than the Company) in connection with, or relating to, compliance with, or<br>liability under, applicable laws relating, in full or in part, to the protection of the environment, natural resources or human health or safety, including those laws relating to the storage, generation, use, handling, manufacture, processing,<br>transportation, treatment, release and disposal of hazardous substances or petroleum or any fraction thereof. Notwithstanding the foregoing, the Manager in its capacity as such shall have such duties, responsibilities and obligations as set forth in<br>the Management Services Agreement.
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(e)	Pursuant to the Management Services Agreement, the Board of Directors and the Members have delegated to the<br>Manager the authority to perform the Services (as defined in the Management Services Agreement) and, subject to the terms of the Management Services Agreement and this Agreement (including any matter requiring Board Approval, Supermajority Approval,<br>or Specified Approval), no additional delegation of authority or approval of the Board of Directors, the Members, or any other Person shall be required for the Manager to perform the Services in the manner required or contemplated by the Management<br>Services Agreement.
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5.2	Board of Directors.
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(a)	Organization and Composition. The Board of Directors shall initially consist of five Directors, three of<br>whom shall be appointed by LAC (the “LAC Designees”) and two of whom shall be appointed by GM (the “GM Designees”), subject to adjustment as set forth pursuant to Sections 5.2(a)(i) and<br>5.2(a)(ii) below.
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(i)	For so long as any Member holds a majority of the Proportionate Interests, such Member shall be entitled to<br>appoint such number of Directors that would result in the minimum number of Directors necessary for such Member to hold a majority of the Board of Directors. Neither LAC nor GM shall be entitled to appoint a Director if the aggregate of the<br>Proportionate Interest held by such Member together with any of its Permitted Transferees is less than 10%.
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(ii)	Each Member admitted after the funding of the Initial Capital Contributions with a Proportionate Interest equal<br>to or greater than 20% shall be entitled to appoint one Director. No such Member shall be entitled to appoint a Director if the aggregate of the Proportionate Interest held by such Member together with any of its Permitted Transferees is less than<br>20%.
(iii)	If at any time a Member’s Proportionate Interest decreases such that the number of such Member’s<br>appointees then in office as Directors exceeds the number of Directors that such Member is entitled to appoint, a sufficient number of Directors appointed by it shall be automatically removed as a Director so that the number of Directors appointed<br>by that Member equals the number of Directors that such Member is entitled to appoint.
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(iv)	Each Member may remove any Director appointed by it at any time with or without cause, effective upon written<br>notice to Company by the appointing Member and, following any such removal, the appointing Member may appoint another Director (to the extent such appointing Member is otherwise entitled to do so in accordance with this<br>Section 5.2).
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(v)	The Company and Members may not appoint or remove Directors except in accordance with the appointment rights<br>provided by this Section 5.2.
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(vi)	Each Director appointed pursuant to this Section 5.2 shall be an individual who is an<br>employee of its appointing Member or such Member’s Controlled Affiliates and is qualified to act as a Director under all applicable Legal Requirements, but shall not be required to be a Member of the Company.
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(vii)	Each Director may provide its appointing Member with any information acquired by the Director in their capacity<br>as a Director of the Company.
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(b)	Voting. For purposes of determining whether the voting thresholds referenced in this Agreement have been<br>satisfied, (i) the vote of all Directors who were appointed by the same Member shall be cast in the same manner (either for or against a measure, or otherwise) and (ii) any single Director may exercise all of the voting power of the<br>Directors appointed by the same Member. In the event that there are two Members, each Director shall have one vote. In the event that there are three or more Members, each Director shall have the number of votes equal to the Proportionate Interest<br>of the Member who appointed such Director (and if a Member is entitled to appoint multiple Directors, then the collective vote of the Directors who were appointed by the same Member shall be equal to the Proportionate Interest of the Member who<br>appointed such Directors as of the time of the applicable vote).
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(c)	Meetings. Meetings of the Board of Directors shall be held at least quarterly, at such times and at such<br>place outside of Canada as the Board of Directors shall determine. The Manager, on behalf of the Board of Directors, shall give not less than ten (10) Business Days’ notice to the Directors of such regular meetings. In addition to<br>regularly scheduled meetings, any Director may call a special meeting of the Board of Directors upon five (5) Business Days’ notice. In case of emergency, reasonable notice of a special meeting shall suffice. There shall be a<br>
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quorum if at least one Director appointed by each designating Member is present; provided that a majority of Directors may constitute a quorum without at least one Director appointed by each Member if all Directors received proper notice of such meeting in accordance with this Section 5.2(c); provided further, that notwithstanding any such majority quorum, matters set forth in Section 4.6(a) or 4.6(b) may not be considered without the presence of Directors that may provide Supermajority Approval or Specified Approval, as applicable. Each notice of a special meeting shall include an agenda or statement of the purpose of the meeting prepared by the Director calling the meeting, but any matters may be considered at the meeting; provided, matters set forth in Section 4.6(a) or 4.6(b) may not be considered without the presence of Directors that may provide Supermajority Approval or Specified Approval, as applicable. If a quorum is not present within 30 minutes following the time at which the meeting is scheduled to take place, the meeting shall be adjourned to the same day in the immediately following week (or, if that day is not a Business Day, the next following Business Day) at the same time and place. The Manager, on behalf of the Board of Directors, shall give notice to the Directors of the rescheduled meeting. Only those items included on the agenda for the original meeting may be acted upon at such a rescheduled meeting, but any additional matters may be considered with the consent of all Directors; provided, matters set forth in Section 4.6(a) or 4.6(b) may not be considered without the presence of Directors that may provide Supermajority Approval or Specified Approval, as applicable. For the avoidance of doubt, in no event shall any matter requiring Supermajority Approval or Specified Approval be voted on at a meeting where the requisite Directors are not present. Attendance of a Director at any meeting of the Board of Directors (including by telephone) shall constitute a waiver of notice of such meeting, except where such Director attends the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened and notifies the other Directors at such meeting of such purpose.

(d)

Reliance on Books, Reports and Records. Each Director shall, in the performance of their duties, be fully protected in relying in good faith upon the books of account or reports made to the Company by any of its Officers, the Manager, or by an independent certified public accountant or by an appraiser selected with reasonable care by the Board of Directors, or in relying in good faith upon other records of the Company. Furthermore, each Director (in such Person’s capacity as a Director) may rely, and shall incur no liability in acting or refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, paper, document, signature or writing reasonably believed by it to be genuine, and may rely on a certificate signed by an officer, agent or representative of any Person in order to ascertain any fact with respect to such Person or within such Person’s knowledge, in each case unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of such reliance, action or inaction, such Director engaged in bad faith, fraud or willful or intentional misconduct or criminal wrongdoing.

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(e)	Costs and Expenses. The Company shall pay or reimburse the reasonable and documented out-of-pocket expenses of the Directors in connection with the participation of the Directors in meetings of the Board of Directors (and committees thereof).<br>
(f)	Conduct of Meetings.
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(i)	Meetings of the Board of Directors may be held by means of conference telephone or other communications<br>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.
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(ii)	A Director may, upon notice provided to the other Directors, invite a reasonably limited number of other<br>persons who have a reasonable business purpose for being present, to attend the relevant portion of any meeting of the Board of Directors; provided that the Director(s) representing the other Member(s) consent, which consent need not be in<br>writing, may be given by acquiescence and may not be unreasonably withheld. If personnel employed by the Company Group are required to attend a meeting of the Board of Directors, reasonable costs incurred in connection with such attendance shall be<br>paid for by the Company. All other costs in respect of invited persons shall be paid for by the Member whose appointed Director extended the invitation.
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(g)	Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board of<br>Directors may be taken without a meeting and without prior notice if the action is evidenced by a written consent describing the action taken and signed by Directors representing the requisite number of votes that would be required to take the<br>applicable action at a meeting of the Board of Directors and, when so signed, such written consent shall constitute Board Approval, Supermajority Approval and/or Specified Approval, as applicable, of such action, and notice of any such action taken<br>shall be provided to those Directors who have not consented in writing promptly following the taking of such action.
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5.3	Officers.
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The Board of Directors may appoint such officers of the Company, including the chief executive officer of the Company, as the Board of Directors may deem necessary or advisable (collectively, the “Officers”), and such Officers shall have the power, authority and duties delegated herein or otherwise in writing by the Board of Directors. Officers may be given titles or may be designated as “authorized persons.” To the extent authorized by the Board of Directors, any Officer may act on behalf of, bind and execute and deliver documents in the name and on behalf of the Company and its Subsidiaries, in each case, consistent with Approved Program and Budget and subject to Section 4.6. Each Officer (in such Person’s capacity as an Officer) shall have such fiduciary duties that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware.

5.4	Related Party Matters.
(a)	Related Party Matters. “Related Party Matters” shall include any member of the<br>Company Group, on the one hand, entering into any Affiliate Contract with any Member or Affiliate of such Member (in its capacity as counterparty to the applicable Affiliate Contract, arrangement or dealing, a “Related Party”, and<br>any Member who is, or whose Affiliate is, the Related Party, the “Conflicted Member”), on the other hand, and any decision or action by a Company Group member to:
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(i)	amend any Affiliate Contract with any Related Party;
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(ii)	affirmatively waive or release any of its rights or remedies in respect of a breach of, or a failure by any<br>Related Party to comply with the terms of such Affiliate Contract;
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(iii)	affirmatively waive or release any of its rights or remedies in respect of any liabilities owed to the Company<br>Group under such Affiliate Contract;
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(iv)	declare a default or exercise remedies after a default under such Affiliate Contract or exercise remedies of<br>the Company Group member under such Affiliate Contract, or terminate, give notice to terminate or extend any such Affiliate Contract;
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(v)	defend any claim brought against a Company Group member by a Related Party under any such Affiliate Contract;<br>or
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(vi)	bring any claim in respect of a breach or otherwise against a Related Party under any such Affiliate Contract.<br>
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(b)	Approval Required. Neither the Company nor any Subsidiary of the Company shall take any action in<br>respect of, and neither the Board of Directors nor any Member shall approve, a Related Party Matter without the prior approval of each Member that is not a Conflicted Member (each, a<br>“Non -Conflicted Member”) and that holds, together with its Affiliates, a Proportionate Interest of at least 10%.
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(c)	Process in Respect of Related Party Matters.
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(i)	If this Agreement provides, or the Company Group (or any Member) identifies, that a Related Party Matter has<br>arisen or a course of action with respect to a Related Party Matter needs to be decided upon, the Board of Directors (through the Manager, acting on behalf of the Company) or the relevant Member becoming aware of the same shall promptly give a<br>notice in writing to the other Members. Any such notice shall identify and explain the nature of the Related Party Matter and the proposed course of action, together with reasonable supporting documents, materials or information to enable the Non-Conflicted Member(s) to develop an informed view of such Related Party Matter and a proposed course of action for such Related Party Matter.
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(ii)	The Members shall cooperate in good faith to agree on the course of action to be taken by the Company Group<br>with respect to the relevant Related Party Matter no later than fifteen (15) Business Days after the date on which notice was served on the Members in accordance with Section 5.4(c)(i).<br>
(iii)	Notwithstanding anything to the contrary in this Agreement, (i) any Related Party Matter shall not require<br>the consent, authorization or approval of any Conflicted Member or the Board of Directors, and (ii) the Non-Conflicted Member(s) may conduct or cause to be conducted any such Related Party Matter on<br>behalf of the Company; provided that the Non-Conflicted Member(s) act in good faith and in the best interest of the Company.
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(iv)	If there are two or more Non-Conflicted Members, and such Non-Conflicted Members are unable to agree on a course of action pursuant to Section 5.4(c)(ii) in a manner that would satisfy Section 5.4(b), then any Non-Conflicted Member may refer the matter to an Independent Expert. Each such Non-Conflicted Member shall propose a course of action (solely with respect to the Related Party<br>Matter) to the Independent Expert, who shall determine which proposed course of action is in the best interests of the Company, and the Company shall implement such action or course of action.
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(v)	Prior to a Non-Conflicted Member exercising its rights under<br>Section 5.4(c)(iii) with respect to any Related Party Matter, all Non-Conflicted Members must agree on the applicable action pursuant to Section 5.4(c)(ii) or such Non-Conflicted Member must follow the course of action determined by the Independent Expert in accordance with Section 5.4(c)(iv). Any Non-Conflicted Member<br>so taking any action with respect to any Related Party Matter, such Non-Conflicted Member shall provide written notice to the Company, and the Company shall have ten (10) days to take, or cause the<br>applicable Subsidiary to take, such action.
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5.5	Company Employees. By no later than April 30, 2027, LAC shall, and shall cause the<br>Company to, implement a roles and responsibilities organizational chart that has all employees of the Company Group reporting, directly or indirectly, to the General Manager.
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5.6	DOE Board Observer. For so long as the JV Warrant remains outstanding and the DOE remains<br>the holder thereof or the DOE holds Non-Voting Units, the DOE shall be entitled to designate one (1) of its employees or an employee of one of its outside consultants as an observer (the “BoardObserver”) to the Board of Directors who, subject to execution by such Board Observer who is not a DOE employee of a confidentiality agreement in form reasonably satisfactory to the Board of Directors and DOE, shall have the right to<br>attend all meetings of the Board of Directors and committees thereof; provided, however, that (a) if, and to the extent, an issue is to be discussed or otherwise arises at any meeting of the<br>
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Board of Directors or any committee thereof which, in the reasonable good faith judgment of such Board of Directors or such committee, as applicable, could constitute a conflict of interest, a waiver of attorney-client privilege or attorney work-product privilege, then in each case to the extent a discussion of such issue could cause such a conflict of interest or could result in a waiver of such attorney-client privilege or attorney work-product privilege, such issue may be discussed without the Board Observer present, and the Board Observer may be excluded from distribution of applicable portions of related materials or related draft resolutions or consents and (b) for the avoidance of doubt, the Board Observer shall not be entitled to vote on, consent to or otherwise approve any action or policy taken or adopted by the Board of Directors or any committee thereof. The Board Observer (x) shall be given notice of all meetings of the Board of Directors (or any committees thereof) in the same manner as the Board of Directors (or appliable committee thereof) and (y) shall be entitled to receive copies of all materials provided to any Director in connection with a meeting, at the same time and in the same manner as such information is delivered to the Board of Directors (or applicable committee thereof), subject to the restrictions on distributions of materials set forth in this Section 5.6; provided that all materials provided to the Board Observer shall be marked with the following legend: “Confidential Commercial Information – Exempt from Disclosure Under 5 USC 552(b)(4)”.

ARTICLE VI

INDEMNIFICATION

6.1	Power to Indemnify in Actions, Suits or Proceedings.

The Company shall indemnify any Covered Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such Person is a Covered Person (each, a “Proceeding”), against any and all losses, claims, expenses (including attorneys’ fees), costs, liabilities, damages, judgments, fines and amounts paid in settlement actually and reasonably incurred by such Covered Person in connection with such Proceeding; provided, however, that such Covered Person shall not be indemnified by the Company if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which such Covered Person is seeking indemnification hereunder, and taking into account the acknowledgments and agreements set forth in this Agreement, such Covered Person committed bad faith, fraud or willful or intentional misconduct or criminal wrongdoing or, in the case of an Officer (in such Person’s capacity as such), such Officer did not meet the applicable standard of conduct under Section 6.8. Any indemnification provided hereunder shall be satisfied solely out of the assets of the Company (including available insurance coverage, if any), as an expense of the Company and, accordingly, no Covered Person shall be subject to personal liability by reason of these indemnification provisions.

6.2	Authorization of Indemnification.

Except as provided in Section 6.3, any indemnification under this Article VI (unless ordered by a court) shall be made by the Company only as authorized in the specific case upon a determination that indemnification of a Covered Person is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Section 6.1. The determination of

whether a Covered Person has met the standard of conduct that entitled it to indemnification hereunder shall be made by the Board of Directors. To the extent that a Covered Person has been successful on the merits or otherwise in defense of any Proceeding referred to in Section 6.1, or in defense of any claim, issue or matter therein, he, she or it shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him, her or it in connection therewith, without the necessity of authorization in the specific case.

6.3	Expenses Payable in Advance.

Upon written request by a Covered Person, the Company shall pay reasonable expenses incurred (or reasonably expected to be incurred) by such Covered Person in defending or investigating a Proceeding in advance of (a) the final disposition of such Proceeding and (b) the determination of whether such Covered Person has met the standard of conduct that entitles such Covered Person to indemnification hereunder; provided, however, prior to payment (or advancement) by the Company of any such expenses, the Covered Person shall provide an unsecured undertaking to the Company to repay all such amounts if it shall ultimately be determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Article VI; provided, further, that in no event shall the Company be required to pay or advance to any Covered Person that is not an employee, director or officer of LAC or its Affiliates any amounts in connection with a Proceeding initiated by (i) such Covered Person or (ii) the Company or any of its Subsidiaries.

6.4	Non-Exclusivity of Indemnification and Advancement ofExpenses.

The indemnification and advancement of expenses provided by or granted pursuant to this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any agreement, contract, a vote of Members or Board of Directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office, it being the policy of the Company that indemnification of the Persons specified in Section 6.1 shall be made to the fullest extent permitted by applicable law. The provisions of this Article VI shall not be deemed to preclude the indemnification of any Person who is not specified in Section 6.1, but whom the Company has the power or obligation to indemnify under the provisions of the Act or otherwise.

6.5	Survival of Indemnification and Advancement of Expenses.

The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VI shall, unless otherwise provided when authorized or ratified, inure to the benefit of the heirs, executors and administrators of a Covered Person. Any amendment, modification or repeal of this Section 6.5 or any provision hereof shall be prospective only and shall not in any way affect the limitations on liability of the Covered Persons, or terminate, reduce or impair the right of any past, present or future Covered Person, under and in accordance with the provisions of this Article VI as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

6.6	Indemnification of Employees and Agents.

The Company may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and the advancement of expenses to employees and agents of the Company Group similar to those conferred in this Article VI to Covered Persons.

6.7	Severability.

The provisions of this Article VI are intended to comply with the Act. To the extent that any provision of this Article VI authorizes or requires indemnification or the advancement of expenses contrary to the Act or the Articles, the Company’s power to indemnify or advance expenses under such provision shall be limited to that permitted by the Act and the Articles and any limitation required by the Act or the Articles shall not affect the validity of any other provision of this Article VI.

6.8	Limitation of Liability.
(a)	Each Covered Person may rely, and shall incur no liability in acting or refraining from acting, upon any<br>resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture, paper, document, signature or writing reasonably believed by it to be genuine, and may rely on a certificate signed by an officer,<br>agent or representative of any Person in order to ascertain any fact with respect to such Person or within such Person’s knowledge, in each case unless there has been a final and non-appealable judgment<br>entered by a court of competent jurisdiction determining that, in respect of such reliance, action or inaction, such Covered Person committed bad faith, fraud or willful or intentional misconduct or criminal wrongdoing.
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(b)	To the maximum extent permitted by applicable law, no Covered Person shall be liable to the Company or to any<br>Member for losses sustained or liabilities incurred as a result of any act or omission (in relation to the Company, any transaction, any investment or any business decision or action, including for breach of duties including fiduciary duties) taken<br>or omitted by such Covered Person, unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of such act or omission, and taking into<br>account the acknowledgments and agreements set forth in this Agreement, such Covered Person engaged in bad faith, fraud or willful or intentional misconduct or criminal wrongdoing.
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(c)	To the maximum extent permitted by applicable law, no Officer (in such Person’s capacity as such) shall<br>be liable to the Company or to any Member for losses sustained or liabilities incurred as a result of any act or omission (in relation to the Company, any transaction, any investment or any business decision or action, including for breach of duties<br>including fiduciary duties) taken or omitted by such Officer (in such Person’s capacity as such), unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction<br>determining that, in respect of such act or omission, and taking into account the acknowledgments and agreements set forth in this Agreement, such Officer (in such Person’s capacity as such) would have had such liability for such act or<br>omission that an officer of the Company would have if the Company were a corporation organized under the laws of the State of Delaware.
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(d)	NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, TO THE FULLEST EXTENT PERMITTED BY LAW, NO MEMBER<br>(IN THEIR CAPACITY AS A MEMBER) OR DIRECTOR (IN THEIR CAPACITY AS A DIRECTOR) SHALL BE LIABLE TO THE COMPANY, TO ANY MEMBER OR TO ANY OTHER PERSON MAKING CLAIMS ON BEHALF OF THE FOREGOING FOR CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INCIDENTAL, INDIRECT<br>OR SPECIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF USE OR REVENUE OR LOSSES BY REASON OF COST OF CAPITAL, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE BUSINESS OF THE COMPANY OR ANY OF ITS CONTROLLED AFFILIATES, REGARDLESS OF<br>WHETHER SUCH CLAIMS ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, VIOLATION OF ANY APPLICABLE DECEPTIVE TRADE PRACTICES ACT OR SIMILAR LAW OR ANY OTHER LEGAL OR EQUITABLE DUTY OR PRINCIPLE, AND THE COMPANY AND EACH MEMBER<br>HEREBY RELEASE EACH OTHER MEMBER (IN THEIR CAPACITY AS A MEMBER) AND DIRECTOR (IN THEIR CAPACITY AS A DIRECTOR) FOR ANY SUCH DAMAGES; PROVIDED, HOWEVER, THAT THE LIMITATIONS SET FORTH IN THIS SECTION 6.8(D) SHALL NOT<br>APPLY WITH RESPECT TO DAMAGES ARISING FROM ANY FAILURE BY A MEMBER TO MAKE ANY CAPITAL CONTRIBUTION REQUIRED TO BE MADE IN ACCORDANCE WITH SECTION 3.2(a).
(e)	Notwithstanding anything in this Agreement to the contrary, nothing in this Section 6.8<br>shall limit or waive any claims against, actions, rights to sue, other remedies or other recourse the Company, any Member or any other Person may have against any Member, Director or Officer for a breach of contract claim relating to any binding<br>agreement, including this Agreement.
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6.9	Indemnitor of First Resort.
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As a result of agreements or obligations arising outside of this Agreement, it may be the case that certain of the Covered Persons have certain rights to indemnification, advancement of expenses or insurance provided by a Member and/or certain of its Affiliates (collectively, the “Member Indemnitors”). However, regardless of whether or not there are any such rights to indemnification, advancement of expenses or insurance provided by any Member Indemnitor, (a) the Company is the indemnitor of first resort (i.e., the Company’s obligations to the Covered Persons are primary and any obligation of the Member Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Covered Persons are secondary), (b) the Company shall be required to advance the full amount of expenses incurred by the Covered Persons and shall be liable for the full amount of all expenses, judgments, penalties,

fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement (or any other agreement between the Company and the Covered Persons) and (c) the Company hereby irrevocably waives, relinquishes and releases each of the Member Indemnitors from any and all claims against any of the Member Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. Regardless of any advancement or payment by the Member Indemnitors on behalf of any Covered Person with respect to any claim for which a Covered Person has sought indemnification from the Company, (i) the foregoing shall not be affected and (ii) the Member Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Covered Person against the Company.

ARTICLE VII

PROGRAMS AND BUDGETS; ADDITIONAL COVENANTS

7.1	Initial Approved Program and Budget.

The initial Approved Program and Budget set forth on Schedule “G” hereto and covering (a) the Budget Period from the Prior Agreement Date until December 31, 2024; provided, that, if the Prior Agreement Date is not on the first day of a calendar month, the Approved Program and Budget for the first calendar month shall be divided by the number of days in such calendar month, and such amount shall be multiplied by the number of remaining days in such calendar month; provided further that, for the avoidance of doubt, nothing in this Section 7.1 shall impact (a) the Budget Period from April 1, 2025, until Total Plant Transfer and (b) the Budget Period from Total Plant Transfer until 12 months thereafter is hereby approved for such applicable Budget Period (and solely for such Budget Period). For the avoidance of doubt, following the date the Total Plant Transfer occurs, only the Program and Budget set forth in Section 7.1(b) shall be considered the then Approved Program and Budget.

7.2	Operations Under Programs and Budgets.

Except as otherwise provided in Sections 7.4 and 7.6, the operations of the Company Group shall be conducted, expenses shall be incurred, and Assets shall be acquired consistent with Approved Programs and Budgets. For clarity, subject to Sections 4.6(a) and 4.6(b), the Board of Directors has sole and final approval of Programs and Budgets, and any such approved Program and Budget shall be deemed to be an “Approved Program and Budget” for the purposes of this Agreement. Each Program and Budget shall be for a Budget Period of a calendar year and shall provide for: (a) accrual of reasonably anticipated Environmental Compliance expenses for all Company Group operations contemplated under the Program and Budget; (b) in reasonable detail, the scope, direction and nature of Company Group operations to be undertaken in respect of such period; (c) payment of all obligations of the Company under Underlying Agreements; and (d) in reasonable detail, the coverage and terms of the applicable insurance policies for the Company Group. The Manager shall send to the Members each Approved Program and Budget. The Manager shall have the right to spend such amounts notwithstanding such Approved Program and Budget within the parameters provided for in Section 7.4 and Section 7.6.

7.3	Presentation of Proposed Programs and Budgets.
(a)	Not later than sixty (60) days before the expiration of the then current Approved Program and Budget, the<br>Manager shall prepare a proposed Program and Budget for the succeeding calendar year or longer such period approved by the Board of Directors, and submit the proposed Program and Budget for such calendar year or other period to the Board of<br>Directors and, if applicable, the Members, for review. The proposed Program and Budget shall be accompanied by a notice of the date and time of the meeting to be held by the Board of Directors and, if applicable, the Members to consider the proposed<br>Program and Budget, which date shall not be less than ten (10) days after the submission of the proposed Program and Budget to Board of Directors and, if applicable, the Members. The Directors and, if applicable, the Members may approve the<br>proposed Program and Budget, propose modifications to the proposed Program and Budget or reject the proposed Program and Budget. If the Board of Directors with Specified Approval or the Members with Specified Approval approve such proposed Program<br>and Budget, then such proposed Program and Budget shall be the Approved Program and Budget for such period. If such proposed Program and Budget is not so approved, for the next following ten (10) days, the Manager shall negotiate in good faith<br>with the Board of Directors to derive a revised Program and Budget. At the end of such negotiation period, the Manager shall submit a revised Program and Budget for such calendar year or other period to the Board of Directors and, if applicable, the<br>Members for review. The revised Program and Budget shall be accompanied by a notice of the date and time of the meeting to be held by the Board of Directors and, if applicable, the Members to consider the proposed Program and Budget, which date<br>shall not be less than ten (10) days after the submission of the proposed Program and Budget to Board of Directors and, if applicable, the Members.
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(b)	In the event that Specified Approval is not obtained for any revised Program and Budget or any increase in the<br>Management Fees (as defined in the Management Services Agreement) following the negotiation period set forth in Section 7.3(a), and the submission of such revised Program and Budget in accordance with<br>Section 7.3(a), (i) with respect to all items other than the Management Fees, (A) if such revised Program and Budget would not increase the expenses, in the aggregate, by more than 10% as compared to the expenses as set forth<br>in the prior Approved Program and Budget, the Board of Directors may approve such amended Program and Budget by Board Approval other than the Management Fees, and (B) if such revised Program and Budget would increase the expenses, in the<br>aggregate, by more than 10% as compared to the expenses as set forth in the prior Approved Program and Budget, until the required Specified Approval is obtained, the Manager shall, and shall cause the Company Group to, continue to operate under the<br>prior Approved Program and Budget (increased by CPI), which shall be deemed to be the Approved Program and Budget under this Agreement until a new Approved Program and Budget is adopted in accordance with this Agreement, and (ii) with respect<br>to any increase in the Management Fees, until the required Specified Approval is obtained, the Manager shall, and shall cause the Company Group to, continue to operate under the prior Approved Program and Budget’s Management<br>
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Fees (increased by CPI), which shall be deemed to be the Approved Management Fee (as defined in the Management Services Agreement) under the Management Services Agreement until a new Approved Management Fee is adopted in accordance with this Agreement (it being understood and acknowledged that a modification of Incentive Plan Costs from a “non-cash” item in a Program and Budget to a “cash” item in a subsequent Program and Budget shall not be deemed to be an increase in expenses for the purposes of this Section 7.3(b), provided that any related payments are made in accordance with and subject to Section 7.14).

7.4

Sustaining Expense.

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Notwithstanding anything to the contrary in this Agreement, the Manager shall be entitled to conduct such operations and to make such expenditures (on behalf of the Company) as are reasonably deemed by the Manager to be necessary (i) to respond to an Emergency, (ii) to comply with any change in Law or enforcement of such Law since the date of the last Approved Program and Budget, for which the Board of Directors reasonably determines spending cannot wait until completion of the amendment process set forth in Section 7.5 or the next budget approval process as set forth in Section 7.3, (iii) to make any indemnification payment required under any agreement that has been finally determined pursuant to such agreement (including, to the extent applicable, the receipt of Specified Approval for any applicable settlement) (x) to which the Company or any of its subsidiaries is a party and (y) is not an Affiliate Contract, in each case, so long as the Manager has acted in accordance with this Agreement and the Management Services Agreement, or (iv) in connection with a Default or Event of Default (in each case as defined pursuant to the DOE Loan) that has actually occurred or will occur imminently (as can be demonstrated to GM by reasonable supporting evidence), and such Default or Event of Default is related to a liquidity issue of the Subsidiary Borrower and is reasonably capable of being cured by a Capital Contribution (each of the foregoing, a “Sustaining Expense”). The Manager shall promptly notify the Board of Directors and the Members of each Sustaining Expense and shall use commercially reasonable efforts to continue to operate within the Approved Program and Budget, notwithstanding such Sustaining Expense, and to avoid issuing any Contribution Notice in respect of such Sustaining Expense.

7.5	Amendments.

During the applicable Budget Period, the Manager may propose amendments (the “Amendments”) to any currently Approved Program and Budget from time to time. If applicable, at the meeting to vote on the Amendment (taking into account any revisions made by the Manager during the negotiation period), the Members shall vote to either accept or reject the revised Amendment in accordance with Section 4.6(b)(xiii).

7.6	Budget Overruns; Program Changes.

During the applicable Budget Period, the Manager shall immediately notify the Board of Directors of any actual or anticipated material departure from an Approved Program and Budget. If the actual or anticipated departure from the Approved Program and Budget (a) results in less than a 10% increase, in the aggregate, of the expenses as compared to the then-current Approved Program and Budget and (b) is not an increase of the Management Fees paid pursuant to the

Management Services Agreement, the Manager can proceed with Board Approval and such budget overruns shall be charged to the Company. If the actual or anticipated departure from the Approved Program and Budget involves an increase (i) in the Management Fees paid pursuant to the Management Services Agreement or (ii) of more than 10%, in the aggregate, of the expenses as compared to the then-current Approved Program and Budget, the Manager can proceed with Specified Approval (as and to the extent set forth in such Specified Approval) and such budget overruns shall be charged to the Company. Notwithstanding the foregoing, the Manager shall be able to proceed with any overruns without approval to the extent such costs and expenses are directly caused by a Sustaining Expense.

7.7	Books, Records and Access.
(a)	The Company shall, and shall cause its Subsidiaries to, prepare and maintain proper, accurate and complete<br>books and records of accounts, taxes, financial information and all matters pertaining to the Company (and its Subsidiaries) including all costs and expenses incurred, all charges made, all credits made and received and all income derived in<br>connection with the operations of the Company, in each case to the extent required in accordance with U.S. GAAP (other than with respect to the 2024 fiscal year, for which IFRS Accounting Standards shall be applied (the “IFRS AccountingYear”)), and maintain a system of internal accounting controls over financial reporting which provides reasonable assurance that: (i) transactions are executed in accordance with management’s authorization;<br>(ii) transactions are recorded as necessary to permit the preparation of financial statements in accordance with U.S. GAAP (other than with respect to the 2024 fiscal year, for which IFRS Accounting Standards shall be applied) and to maintain<br>accountability for its assets; and (iii) none of the Company Group maintains off-the-books accounts. The consolidated financial statements of the Company and its<br>Subsidiaries shall be audited annually by a reputable firm of independent certified public accountants as shall be appointed from time to time by the Board of Directors, including to determine compliance with applicable Laws. The fact that such<br>independent certified public accountants may audit the financial statements of one or more of the Members or their Affiliates shall not disqualify such accountants from auditing the Company’s and its Subsidiaries’ financial statements.<br>Any related costs incurred by an auditor (other than pursuant to Section 7.7(g)) shall be borne by the Company.
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(b)	At a minimum, the Company shall keep at its principal place of business the following records: (i) a<br>current list of the full name and last known business, residence, or mailing address of each Member, Director and Officer (in each case both past and present); (ii) a copy of this Agreement, the organizational documents of the Company and each<br>Subsidiary, and all amendments to any of the foregoing, together with executed copies of any powers of attorney pursuant to which any such document has been executed; (iii) copies of the income tax returns and reports of the Company and each<br>Subsidiary, and all supporting work papers, if any, for ten (10) years after the due date for filing (including extensions) the Company’s or such Subsidiary’s annual or short period tax returns (and the Company shall provide each<br>Member with an opportunity, at the expense of such Member, to obtain a complete
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set of such tax returns, and supporting workpapers, prior to their destruction and upon the dissolution of the Company); (iv) copies of the currently effective written agreements of the Company<br>and each Subsidiary and copies of books and records of account and any financial statements of the Company and each Subsidiary for ten (10) years after the due date for filing (including extensions) the Company’s or such<br>Subsidiary’s related SEC filing and reports (and the Company shall provide each Member with an opportunity, at the expense of such Member, to obtain a complete set of such files and records prior to their destruction and upon the dissolution<br>of the Company); (v) minutes of every meeting of the Members; (vi) minutes of every meeting of the Board of Directors; (vii) any written consents obtained from the Members or the Board of Directors for actions taken by the Members or the<br>Board of Directors without a meeting; and (viii) such other books and records as may be required by applicable Law.
(c)	The Members shall have the reasonable right (i) to consult from time to time with the Officers and the<br>supervisors or independent certified public accountants of the Company (and its Subsidiaries) at their respective places of business regarding operating and financial matters and (ii) to visit and inspect any of the properties or assets of the<br>Company or any of its Subsidiaries (no more than quarterly). 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<br>Company.
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(d)	The Company shall provide to each Member the following reports:
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(i)	(x) within 120 days of the year-end for the year ending<br>December 31, 2024, and (y) within ninety (90) days of the year-end for each year thereafter, audited consolidated financial statements of the Company Group audited by and certified by the<br>Company’s independent certified public accountants, along with such auditor’s report (the Annual Audited Financial Statements) including:
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(A)	the consolidated balance sheet of the Company Group as of the close of such<br>year-end;
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(B)	a consolidated statement of income of the Company Group for such<br>year-end;
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(C)	a consolidated statement of the Company Group’s cash flows for such<br>year-end; and
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(D)	a consolidated statement of the Company Group’s shareholder’s equity for such year-end; and
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(E)	a disclosure of such Member’s Capital Account as of the close of such fiscal year, and changes therein<br>during such year-end;
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(ii)	within sixty (60) days of the end of any fiscal quarter, quarterly unaudited consolidated financial<br>statements (balance sheets, statements of income, statement of cash flows, and statement of equity) of the Company Group for the previous quarter, certified by the Chief Financial Officer of the Company; provided, however, that in the<br>event that, after the Commencement of Commercial Production (as defined in the GM Phase 1 Offtake Agreement), GM’s investment in the Company is deemed to be a “material investment” (as determined by GM in good faith pursuant to its<br>accounting practices) (“GM Material Investment Determination”) and GM delivers written notice to the Company of such GM Material Investment Determination, then ninety (90) days after delivery of such written notice to the<br>Company, (a) preliminary completed drafts of such quarterly unaudited consolidated financial statements, subject to final adjustments and incorporating all financial data and records the Company is aware of at the time, shall be delivered<br>within thirty (30) days of the end of any fiscal quarter, and (b) final quarterly unaudited consolidated financial statements shall be delivered on the earlier of (x) promptly following the relevant information becoming available to<br>the Company, and (y) prior to the applicable reporting deadline imposed on LAC under any applicable Securities Laws;
(iii)	within sixty (60) days of the end of each fiscal quarter during the IFRS Accounting Year, and within<br>ninety (90) days of the end of the IFRS Accounting Year, an unaudited reconciliation of the Company Group’s quarterly unaudited consolidated financial statements with respect to such fiscal quarter and an audited reconciliation of the<br>Company Group’s annually audited consolidated financial statements with respect to such fiscal year, in each case, to U.S. GAAP, if it was reasonably determined by GM in consultation with its auditor, that this information is necessary for GM<br>financial reporting, accounting or tax purposes;
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(iv)	within forty-five (45) days of the end of each month, unaudited monthly financial statements (balance<br>sheets, statements of income, and cash flows) of the Company Group for the previous month; provided, however, in the event of a GM Material Investment Determination and GM delivers written notice to the Company of such GM Material<br>Investment Determination, then ninety (90) days after delivery of such written notice to the Company, such unaudited monthly financial statements shall be delivered on the earlier of (a) promptly following the relevant information becoming<br>available to the Company and (b) thirty (30) days following the end of each month; and
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(v)	in the event of a GM Material Investment Determination and GM delivers written notice to the Company of such GM<br>Material Investment Determination, then ninety (90) days after delivery of such written notice to the Company, no later than three (3) Business Days after the end of each quarter, an estimate of earnings of the Company Group in the form of<br>a preliminary income statement.
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(e)	For so long as a Member Group holds at least 10% of the outstanding Units (excluding Non-Voting Units) and the DOE Loan is outstanding, each Member in such Member Group shall have the right to receive:
(i)	within five (5) days after the same is provided to the DOE pursuant to Section 8.02(a) of the DOE<br>Loan, the Omnibus Annual Report (as defined in the DOE Loan);
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(ii)	within five (5) days after the same is provided to the DOE pursuant to Section 8.02(b) of the DOE<br>Loan, each Quarterly Certificate (as defined in the DOE Loan);
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(iii)	within five (5) days after the same is provided to the DOE pursuant to Section 8.02(c) of the DOE<br>Loan, each Community Benefits Plan and Justice40 Annual Report (as defined in the DOE Loan);
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(iv)	within five (5) days after the same is provided to the DOE, each environmental report provided to the DOE<br>pursuant to Section 8.02(f) of the DOE Loan;
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(v)	within five (5) days after the same is provided to the DOE, each monthly report provided to the DOE<br>pursuant to Section 8.02(d) of the DOE Loan;
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(vi)	within five (5) days after the same is provided to the DOE, each monthly update and monthly performance<br>report provided to the DOE pursuant to Section 8.02(e) of the DOE Loan;
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(f)	For so long as a Member Group holds at least 10% of the outstanding Units (excluding Non-Voting Units), each Member in such Member Group shall have the right to receive:
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(i)	if the DOE Loan is no longer outstanding, promptly following internal preparation thereof, any reports produced<br>by, or on behalf of the Company Group, with substantially similar information previously provided under Section 7.7(e)(i) through Section 7.7(e)(vi) and, if no such reports are so produced, such<br>Member shall discuss in good faith with the Company and agree on the information, form, and cadence of the reports to be delivered to such Member by the Company Group;
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(ii)	promptly upon request to the extent available, the then-current Approved Program and Budget;<br>
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(iii)	promptly following receipt thereof, a copy of any notice, letter, correspondence or other communication from a<br>Governmental Authority or any litigation proceedings or filings involving the Company or any of its Subsidiaries, in each case, in respect of the Company’s potential, actual or alleged material violation of any and all Laws applicable to the<br>business, affairs and operations of the Company and its Subsidiaries, and any responses by the Company; and
(iv)	such other financial statements, information and reports at such times and in such forms as any such Member may<br>reasonably request in order to enable such Member or any of its Affiliates to prepare financial or other reports required by applicable Law.
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(g)	For so long as a Member Group holds at least 10% of the outstanding Units (excluding Non-Voting Units), each Member in such Member Group shall have the right to visit the Properties, facilities, and Assets of the Company Group at its own expense and no more frequently than once during any calendar<br>quarter, unless there has been an Emergency, then in such event, such Member in a Member Group shall have the additional right to visit the Properties, facilities, and Assets of the Company Group once for each Emergency during such calendar quarter,<br>so long as the exercise of such right does not unreasonably interfere with the business and operations of the Company Group. In addition to the other rights specifically set forth in this Agreement, subject to<br>Section 7.7(h) each such Member is entitled to, at its option and at its own expense, from time to time but no more frequently than once per calendar year, conduct internal audits of the books, records and accounts of the<br>Company and the Subsidiaries, which audits may be conducted by employees or agents approved by the Board of Directors upon the reasonable request of any such Member at any reasonable time during normal business hours.
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(h)	Notwithstanding anything in this Section 7.7 to the contrary, the Company shall not<br>be required to provide any Member with access to, or to disclose any information to, a Member if such disclosure would reasonably be expected to result in the sharing of pricing and key sales terms of any purchasers of the offtake of the Project;<br>provided, that such restriction shall not restrict a Member from receiving aggregate, de-identified sales numbers and financial statements otherwise required to be provided in this<br>Section 7.7.
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(i)	Provided that there is no conflict with any other agreement between the Company and any third Person, except to<br>the extent set forth in Section 7.7(h), none of the Company, the Manager or the Board of Directors (on behalf of the Company) shall have the right to keep confidential from the Members any information that the Board of Directors would<br>otherwise be permitted to keep confidential from the Members pursuant to Section 18-305(c) of the Act.
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(j)	The rights set forth in this Section 7.7 are intended to be the sole information<br>rights of the Members as permitted by the Act.
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7.8	Bank Accounts.

The Board of Directors shall cause the Company to establish and maintain one or more separate bank and investment accounts for Company funds in the Company’s name with such financial institutions and firms as the Board of Directors may select and designate signatories thereon. The Company may not commingle the Company’s funds with the funds of any other Person other than, as determined by the Board of Directors, the Company’s Subsidiaries.

7.9	Compliance Covenants.

For so long as GM or an Affiliate thereof is a Member, the Company shall, and shall cause each of its Subsidiaries to, comply with each of the policies attached as Schedule “H” (the “Compliance Covenants”). The Compliance Covenants may not be amended without GM’s consent. In the event of a breach by the Company of the Compliance Covenants that is not Cured or cannot be Cured and GM is not then a Defaulting Member, GM and its Affiliates shall have the right to, in its sole discretion, pursue one or more of the following remedies: (a) (i) for so long as the DOE Loan is outstanding, sell a portion or all of their Units to the Company (and the Company shall buy such Units) for an aggregate purchase price of up to $[***], or (ii) if the DOE Loan has been terminated, sell a portion or all of their Units to the Company (and the Company shall buy such Units) for a purchase price per Unit (the “Compliance Put Purchase Price”) equal to the highest of (1) the Fair Market Value of a Unit, (2) the book value of a Unit, and (3) the GM Aggregate Contribution Amount divided by the total number of Units held by GM and its transferees immediately prior to GM exercising any of its remedies under this Section 7.9, in each of clause (i) or (ii) by delivery of a written notice (the “Compliance Put Notice” and the date for such sale set forth therein the “Compliance Put Closing Date”) to the Company requesting such sale (provided that such Compliance Put Notice is delivered within 120 days following the date on which GM notifies the Company of such breach); provided that if the Company, in good faith, demonstrates that it cannot pay such price out of funds available to the Company in excess of an amount sufficient for the Company to continue as a going concern, without raising additional funds through debt or equity financing or selling any assets (“Available Funds”), then the Compliance Put Purchase Price shall be reduced to the maximum amount the Company is able to pay at such time out of Available Funds (as agreed between the Company and GM), (b) Transfer its Units to any Third Party without being required to comply with any of the restrictions or limitations set forth in this Agreement other than Sections 10.1(c), 10.1(d), 10.1(g)(i), 10.1(g)(ii) and, only with respect to material Governmental Authorizations, 10.1(g)(iv); or (c) pursue any other remedy available to it pursuant to Section 13.11, and in each of clause (a) or (b) any outstanding and undrawn GM Letters of Credit shall be withdrawn. By way of example, GM may elect to put to the Company a portion of its Units and Transfer the remainder of GM’s Units to a Third Party. The Company shall, and shall cause its Subsidiaries to, comply with the GM Supply Chain Policy, the Company shall incorporate, and shall cause its Subsidiaries to incorporate, and shall require each third-party service provider to incorporate, to the extent applicable, the GM Supply Chain Policy in its or its Subsidiaries’ contract for goods or services, unless the Company determines in good faith, after receiving advice from counsel, that (x) a third-party service provider maintains its own code of conduct and/or other supply chain policy(s) and (y) such code and/or other policy(s) are substantially similar in all material respects to the applicable portions of the GM Supply Chain Policy.

7.10	GM Phase 2 Offtake Agreement.

Upon the Prior Agreement Date, the Company and GM (or an Affiliate thereof) entered into an additional offtake agreement (or agreements) in substantially the form of Schedule “I” (as amended from time to time, the “GM Phase 2 Offtake Agreement”).

7.11	GM Life of Mine Rights.

Following the expiry of the (a) GM Phase 1 Offtake Agreement, with respect to the volumes from Phase 1 of the Project, and (b) GM Phase 2 Offtake Agreement, with respect to the volumes from Phase 2 of the Project, in each case, GM shall have life of mine offtake rights, at market price, for a percentage of all volumes from Phase 1 and Phase 2 of the Project, as applicable, equal to GM’s Proportionate Interest as of the applicable date of determination in accordance with the process and procedures set forth on Schedule “K” (“Life-of-Mine Rights”). For the avoidance of doubt, the Life-of-Mine Rights shall be transferrable (in whole or in part) to any transferee of Units from GM and shall be exercisable by any such transferee.

7.12	Stakeholder Engagement.

As of the Prior Agreement Date, the Members have established a committee (the “Human Rights Committee”), which includes at least one GM Designee and one LAC Designee, to oversee the Company’s engagement of relevant community stakeholders consistent with principles outlined in the United Nations Guiding Principles on Business and Human Rights, the United Nations Declaration on the Rights of Indigenous Peoples, and associated applicable Laws. The Company and the Members shall also implement and execute the agreed-upon plan for stakeholder engagement consistent with principles outlined in the United Nations Guiding Principles on Business and Human Rights, the United Nations Declaration on the Rights of Indigenous Peoples, and associated applicable Laws (the “Human Rights Plan”).

7.13	Employee Non-Solicit.

Each Member (other than any Member that is an Affiliate of LAC) hereby agrees, on behalf of itself and its Affiliates, that, without LAC’s prior written consent, such Member and its Affiliates shall not, for so long as such Member is a member of the Company, directly or indirectly solicit for employment or engagement, or employe or engage, any employee of LAC or its Affiliates (including Manager) who provides services to the Company Group; provided, however, that such Member and its Affiliates shall not be prohibited from: (a) employing or engaging any such Person who contacts such Member or its Affiliates on his or her own initiative and without any direct or indirect solicitation by such Member or its Affiliates; (b) conducting generalized solicitations for employees (which solicitations are not specifically targeted at employees of LAC or its Affiliates (including Manager) and employing or engaging any Person that responds to such solicitations); (c) soliciting for employment or employing any Person who (i) has been terminated by LAC or its Affiliates and has not been solicited for employment in breach of this Section 7.13 by such Member or its Affiliates prior to such termination or (ii) has not been employed or engaged by LAC or its Affiliates sixty (60) consecutive days, or (d) soliciting for employment or engagement any employee of LAC or its Affiliates with the express consent of LAC.

7.14	Employee Incentive Plan.
(a)	Following the Prior Agreement Date, LAC Parent may issue restricted stock units to employees of the Company<br>Group (in addition to any such issuances that may exist as of the Prior Agreement Date) pursuant to the terms and conditions of its existing equity incentive plan, a copy of which is attached as Schedule “M”<br>(the “Employee Incentive Plan”). Unless otherwise determined by LAC in its sole discretion, the Company shall reimburse LAC Parent for any costs of, and costs associated with, the issuance of restricted stock units under the<br>Employee Incentive Plan to the extent recorded in the books and records of LAC Parent in accordance with U.S. GAAP (such costs, the “Incentive Plan Costs”); provided, that, any reductions to such costs associated<br>with the termination of employees and the forfeiture of unvested restricted stock units (such reductions, “Incentive Plan Cost Reductions”), shall be offset against the Incentive Plan Costs incurred for that current calendar year<br>(or if such Incentive Plan Cost Reduction happens in a subsequent calendar year, then shall reduce the Incentive Plan Costs for such calendar year).
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(b)	Prior to Production Commencement, the Company shall not reimburse LAC Parent for any Incentive Plan Costs<br>incurred, but such costs shall accrue, as adjusted for any Incentive Plan Cost Reductions (“Accrued Incentive Plan Costs”) and shall be paid in accordance with Section 9.1(a)(ii).
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(c)	In the event of a material change to LAC Parent that results in the restricted stock units of LAC Parent issued<br>under the Employee Incentive Plan no longer being a directly aligned incentive for performance by the employees of the Company Group, GM shall have the right to request that the Company revisit, amend, and/or terminate issuances of restricted stock<br>units to employees of the Company Group under the Employee Incentive Plan and adopt an alternative employee incentive plan implemented solely by the Company, which shall be subject to Specified Approval.
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7.15	Management Fees.
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(a)	The Manager acknowledges and agrees that, (i) prior to Production Commencement, all Approved Management<br>Fees and Approved Third Party Expenses (each as defined in the Management Services Agreement) shall not be paid in cash by the Company and (ii) in the event the Company does not have sufficient cash on hand to pay the Approved Management Fees<br>or Approved Third Party Expenses as required under the Management Services Agreement, no Contribution Notice shall be submitted or delivered to the Members to request additional capital to be contributed to the Company in order to fund such costs,<br>but, in each case, the Approved Management Fees or Approved Third Party Expenses shall instead accrue as an amount owed by the Company to the Manager (collectively, the “Accrued Management Costs”) and shall be paid in accordance<br>with Section 9.1(a)(ii); provided, however, that in the event a Contribution Notice is delivered to the Members (x) in accordance with Section 3.3 and this Section<br>
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7.15 and (y) after the second anniversary of the Prior Agreement Date, then (A) each Member that is not an Affiliate of the Manager shall fund an additional amount of the capital contribution requested in the Contribution Notice, up to a maximum of the total amount requested in the Contribution Notice, equal to the amount of the Accrued Management Costs that is attributable to such Member’s Proportionate Interest in accordance with Section 3.3 (“Management Catch-up Amount”), and the Accrued Management Costs shall be decreased by an amount equal to the aggregate Management Catch-up Amount, divided by the percentage of the aggregate Proportionate Interests of the Members that are not an Affiliate of the Manager, and (B) the aggregate Management Catch-up Amount shall be deemed contributed by LAC (and for the avoidance of doubt, shall not be deemed contributed by the applicable Member making such contribution). As an illustrative example, if a Contribution Notice was properly delivered three (3) years after the Prior Agreement Date pursuant to Section 3.3 and this Section 7.15, with a request for $[***] of capital contributions from the Members (with GM and LAC being the only Members), and the Accrued Management Costs was $[***] in the aggregate, which would mean that GM’s portion of the Accrued Management Costs was $[***] and GM’s Management Catch-up Amount was $[***], then GM’s capital contribution under such Contribution Notice would be $8,800,000 (assuming that GM’s Proportionate Interest is 38% of the Company and with $[***] of such amount being deemed as contributed by LAC) and LAC’s capital contribution under such Contribution Notice would be $[***], and after such capital contributions were completed, the Accrued Management Costs would be $[***]. As an additional illustrative example, if a Contribution Notice was properly delivered three (3) years after the Prior Agreement Date pursuant to Section 3.3 and this Section 7.15, with a request for $[***] of capital contributions from the Members (with GM and LAC being the only Members), and the Accrued Management Costs was $[***] in the aggregate, which would mean that GM’s portion of the Accrued Management Costs was $[***] and GM’s Management Catch-up Amount would be $[***], then GM’s capital contribution under such Contribution Notice would be $[***] (assuming that GM’s Proportionate Interest is 38% of the Company and $[***] of such amount being deemed as contributed by LAC) and LAC’s capital contribution under such Contribution Notice would be $[***], and after such capital contributions were completed, the Accrued Management Costs would be decreased by $[***] in connection with such Contribution Notice (as calculated by $[***] divided by 0.38), and the remaining Accrued Management Costs would be $[***]. The calculations for such illustrative examples are set forth on Schedule “O” as Illustrative Examples #1 and #2 (and corresponding example calculations applicable after the exercise of the JV Warrants are shown in Illustrative Examples #1B and #2B). The sole and exclusive remedy of the Company or the Members for failure by a Member to fund the amount required to be funded by such Member pursuant to this Section 7.15 shall be the allocation of Units to be issued to each Member (or cancelled, as applicable) pursuant to this Section 7.15 based on the Members’ participation in any such capital call.

(b)	Subject to Section 7.15(c), in the event that, in connection with a Contribution<br>Notice properly delivered pursuant to Section 3.3 and this Section 7.15:
(i)	(A) none of the Members that are not an Affiliate of the Manager contribute such Member’s entire<br>Management Catch-up Amount and (B) the Members that are the Manager or Affiliates of the Manager make a Capital Contribution equal to at least its Proportionate Interest of the Contribution Notice amount,<br>then, in addition to the amount of the Capital Contribution made by the Members that are the Manager or Affiliates of the Manager, LAC shall also be deemed to have made an additional Capital Contribution equal to (x) the difference<br>between the aggregate Management Catch-Up Amount and the portion of the aggregate Management Catch-Up Amount contributed by the Members that are not Affiliates of the<br>Manager, divided by (y) the percentage of the aggregate Proportionate Interests of the Members that are not an Affiliate of the Manager (and such deemed Capital Contribution shall be included for the purposes of acquiring Units in<br>accordance with Section 3.3, and the Accrued Management Costs shall also be reduced by an amount equal to the aggregate Management Catch-Up Amount). Illustrative examples for such<br>Capital Contributions are set forth in Schedule “O” as Illustrative Examples #3 through #6 (and a corresponding example calculation applicable after the exercise of the JV Warrants is shown in Illustrative Examples #3B).<br>
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(ii)	(A) (1) one or more Members that are not Affiliates of the Manager fail to contribute its entire<br>Management Catch-up Amount (such Member, a “Non-Paying Member”) and (2) one or more Members that are not Affiliates of the Manager does<br>contribute its entire Management Catch-up Amount and (B) the Members that are the Manager or Affiliates of the Manager make a Capital Contribution equal to at least the lesser of (1) its<br>Proportionate Interest of the Contribution Notice amount and (2) the remaining amount of the amount required to be funded pursuant to the Contribution Notice after giving effect to clause (A), then, in addition to the amount of the<br>Capital Contribution made by the Members that are the Manager or Affiliates of the Manager, (x) LAC shall also be deemed to have made an additional Capital Contribution equal to (1) the difference between the aggregate Management Catch-Up Amount and the portion of the aggregate Management Catch-Up Amount contributed by the Members that are not Affiliates of the Manager, divided by (2) the<br>percentage of the aggregate Proportionate Interests of the Members that are not an Affiliate of the Manager (and such deemed Capital Contribution shall be included for the purposes of acquiring Units in accordance with<br>Section 3.3, and the Accrued Management Costs shall also be reduced by an amount equal to the aggregate Management Catch-Up Amount), and (y) the Company shall cancel, for each Non-Paying Member, a number of Units with a Fair Market Value equal to (1) the difference between such Non-Paying Member’s Management Catch-Up Amount and the portion of the Management Catch-Up Amount contributed by such Non-Paying Member, divided by (2) the<br>percentage of the aggregate Proportionate Interests of the Members that are not an Affiliate of the Manager. An illustrative example for such a Capital Contribution is set forth in Schedule “O” as Illustrative Example #4B.<br>
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(c)	In the event that, in connection with a Contribution Notice properly delivered pursuant to<br>Section 3.3 and this Section 7.15, (i) any Member that is not an Affiliate of the Manager fails to fully contribute at least its Proportionate Interest of the Contribution Notice amount and<br>(ii) subject to Section 7.15(d) the Members that are the Manager or Affiliates of the Manager do not make any Capital Contribution under the Contribution Notice, then (A) each Member that is not an Affiliate of<br>the Manager shall be deemed to have contributed an amount equal to the actual amount such Member contributed multiplied by its respective Proportionate Interest, (B) LAC shall be deemed to have contributed the difference between actual<br>amount contributed by such other Members, in the aggregate, and the amount deemed contributed pursuant to clause (A), and (C) the Accrued Management Costs shall be reduced by an amount equal to (x) the amount deemed contributed<br>pursuant to clause (B)divided by (y) the collective Proportionate Interest of the Members that are not Affiliates of the Manager. Illustrative examples for such Capital Contributions are set forth in Schedule<br>“O” as Illustrative Example #7.
(d)	In the event that, in connection with a Contribution Notice properly delivered pursuant to<br>Section 3.3 and this Section 7.15, any Member that is not an Affiliate of the Manager fails to fully contribute at least its Proportionate Interest of the Contribution Notice amount, LAC shall have<br>five (5) Business Days to make a Capital Contribution following the deadline for such Capital Contribution set forth in such Contribution Notice.
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7.16	Insurance.
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The Company shall, directly or indirectly, maintain the appropriate insurance coverage as required under the DOE Loan during the term of the DOE Loan. Upon the termination of the DOE Loan, the Members shall discuss in good faith and agree upon the appropriate insurance coverage necessary for the Company moving forward, and the Company shall maintain such agreed upon insurance coverage as agreed upon by the Members.

ARTICLE VIII

DEFAULTS AND REMEDIES

8.1	Defaults.

The occurrence of any one or more of the following shall, so long as it subsists, constitute an “Event of Default” by a Member (the “Defaulting Member” and each of the other Members shall be referred to as a “Non-Defaulting Member”), but only it its capacity as a Member:

(a)	a Member suffering an Insolvency Event;
(b)	any breach by a Member of Section 3.2(a);
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(c)	a Member breaching any of the Transfer restrictions set forth in Article IX; and
(d)	a Member taking any action requiring Supermajority Approval or Specified Approval hereunder without such<br>required approval that is not Cured or cannot be Cured; provided that any action taken by or at the express direction of the Manager shall be deemed to be an action taken by the Member that is an Affiliate of the Manager for purposes of this<br>Section 8.1(d).
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8.2	Notice of Default.
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The Company shall give the Defaulting Member a written notice of default (a “Notice of Default”), which shall describe the default in reasonable detail.

8.3	Defaulting Member Right to Contest.

Contemporaneously with the delivery of the Notice of Default, the Non-Defaulting Member shall have the rights specified in Section 8.6. If the Defaulting Member in good faith contests whether the alleged default has in fact occurred, the Defaulting Member shall give notice thereof to the Non-Defaulting Member and the provisions of Section 13.2 shall then be applicable (except as otherwise provided herein) and pending such dispute resolution by agreement or a final ruling, Section 8.6 shall not be operative. If the ruling confirms that a default has occurred or there is agreement of the Parties, Section 8.6 shall be operative.

8.4	Rights Upon Default.

The Company, after providing a Notice of Default, shall have the right (but not the duty) to exercise any remedy available to it at law or equity.

8.5	No Penalty.

The Members acknowledge and agree that the rights and remedies conferred by this Article VIII do not constitute a penalty, unlawful forfeiture or penalty interest rates, and that such rights and remedies are necessary to ensure that the interests of the Members are appropriately balanced. Each Member covenants that it shall not raise any prohibition against penalty clauses as a defense to the dilution contemplated by Section 3.2.

8.6	Suspension of Rights While a Defaulting Member.

In addition to the remedies set forth above or available at applicable Law, if an Event of Default subject to the provisions of Section 8.3 occurs and is continuing, the Defaulting Member’s:

(a)	voting rights in the Company will be suspended and quorum for Member meetings will be adjusted to not require<br>the attendance of the Defaulting Member;
(b)	Directors designed by the Defaulting Member will not be entitled to vote and quorum and voting thresholds for<br>meetings of the Board of Directors will be proportionally adjusted to not require attendance of such Directors;
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(c)	rights to Transfer its Units will be suspended; and
(d)	rights to receive distributions will be suspended.
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ARTICLE IX

DISTRIBUTIONS

9.1	Distributions.
(a)	Regular Distributions. Except with the Specified Approval of the Members, subject to<br>Section 8.6(d) and Section 9.1(c), and in compliance with the terms of the DOE Loan, all Available Cash of the Company shall be distributed to the Members on a quarterly basis (within fifteen<br>(15) Business Days following the commencement of each calendar quarter), or at such additional time or times as the Board of Directors determines, as follows:
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(i)	first, in the event that any amount (A) under any GM Letter of Credit is drawn, to GM until such<br>time as GM has received aggregate distributions equal to such drawn amount (and such distributions shall reduce the drawn amount thereunder) or (B) under any LAC Guarantee is called and paid by LAC, and (1) if no amount under any GM Letter<br>of Credit has been drawn and remains outstanding, to LAC until such time as LAC has received aggregate distributions equal to (x) such called and paid amount, multiplied by (y) the Proportionate Interests of Members other than LAC<br>and its Affiliates or (2) if both amounts under a LAC Guarantee have been called and paid and amounts under the GM Letter of Credit have been drawn and such amounts are outstanding, to LAC and GM pro rata in proportion to the amounts required<br>to be paid to LAC and GM until such time as both LAC and GM have received aggregate distributions equal to such respective amounts (and with respect to such distributions to GM, shall reduce the drawn amount under the GM Letter of Credit);<br>
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(ii)	second, to LAC until LAC has received an amount equal to the Accrued Incentive Plan Costs and Accrued<br>Management Costs, if any;
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(iii)	third, only if such distribution is for the last calendar quarter of the calendar year, to LAC, an<br>amount equal to the Net Incentive Plan Costs for such calendar year; provided, however, that in the event that there is not sufficient Available Cash to distribute an amount to LAC equal to the Net Incentive Plan Costs for such<br>calendar year, the remainder of such Net Incentive Plan Costs shall be deemed to be Accrued Incentive Plan Costs in the immediately subsequent quarter for purposes of this Section 9.1(a); and
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(iv)	thereafter, any remaining amount of Available Cash shall be distributed pro rata in proportion to their<br>respective Proportionate Interests (subject to Section 3.6).
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(b)	Tax Distributions. Subject to Section 9.1(a)(i) and<br>9.1(c), and in compliance with the terms of the DOE Loan, Available Cash shall be distributed to each Member with respect to each fiscal year in an amount equal to any federal, state or local income taxes payable by such Member (or the direct<br>or indirect owners of such Member) with respect to the taxable income allocated by the Company to such Member for federal, state and local income tax purposes for such fiscal year (net of losses allocated by the Company to such Member for federal,<br>state or local income tax purposes in prior fiscal years that have not been offset by prior allocations of taxable income, to the extent such prior losses would be available to offset such taxable income allocated to such Member in such fiscal year)<br>pursuant to Section 3.3 and Section 3.4 of Schedule “E”, assuming that the taxable income (and loss) allocated by the Company to such Member were the only items of<br>taxable income and loss recognized by such Member and based on the highest applicable combined federal and state income tax rate applicable to a corporation resident in New York, New York (such amount, a Member’s “TaxDistribution”); provided, that, in the event that any amount was paid by LAC under a LAC Guarantee or any amount was drawn on a GM Letter of Credit, all Available Cash shall be distributed to LAC and GM under<br>Section 9.1(a)(i), until such time LAC and GM, as applicable, have received aggregate distributions equal to such respective amounts. The Company shall make quarterly distributions based on estimates of the<br>required Tax Distribution to each Member in a manner sufficient to allow such Member to timely satisfy its quarterly estimated tax payment obligations, with a true-up to the amount of such Tax Distribution to<br>be made to such Member on or before the due date for the payment of tax for such fiscal year. In the event the Company does not have sufficient Available Cash to make a Tax Distribution to a Member, the unpaid amount will be carried forward and<br>added to the amount of Tax Distribution owed to such Member in the succeeding fiscal year. Any distributions made to a Member pursuant to this Section 9.1(b) shall be treated as an advance against, and shall reduce on a dollar-for-dollar basis, the next succeeding distribution otherwise payable by the Company to such Member pursuant to Section 9.1(a)(iv).<br>
(c)	No Distributions In Kind. During the existence of the Company, no Member shall be entitled or required<br>to receive as distributions from the Company of any asset other than cash unless otherwise determined by the Board of Directors.
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9.2	Liquidating Distributions.
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Upon the dissolution of the Company, sole and plenary authority to effectuate the liquidation of the assets of the Company shall be vested in the Board of Directors, who shall have full power and authority to sell, assign and encumber any and all of the Company’s assets and to wind up and liquidate the affairs of the Company in an orderly and business-like manner. The proceeds of liquidation of the assets of the Company distributable upon a dissolution and winding up of the Company shall be applied in the following order of priority:

(a)

first, to the creditors of the Company, including creditors who are Members, in the order of priority provided by applicable law, in satisfaction of all liabilities and obligations of the Company (of any nature whatsoever, including fixed or contingent, matured or unmatured, legal or equitable, secured or unsecured), whether by payment or the making of reasonable provision for payment thereof; and

(b)	thereafter, to the Members in accordance with Section 9.1.

ARTICLE X

TRANSFERS AND ENCUMBRANCES OF UNITS

10.1	Restrictions on Transfer.
(a)	No Member shall, or shall permit their Affiliates to, and no Member shall Transfer, directly or indirectly, its<br>Units except, subject to Section 7.9, in full compliance with the provisions of this Article X. Without limiting the generality of the foregoing, the Members acknowledge and agree that an Indirect Transfer of an<br>equity interest in a Member (including through any change of Control of such Member (including through any change of Control of any parent company of such Member) other than a Parent Change of Control) (the “Indirect Interest”) is<br>a Transfer and is subject to the provisions of this Article X. For the avoidance of doubt, nothing in this Agreement restricts in any manner any Parent Change of Control. Notwithstanding the foregoing or anything to the<br>contrary in this Article X, the DOE (x) may only Transfer Non-Voting Units in accordance with the terms and conditions of the Put, Call and Exchange Agreement, and (y) shall<br>not have any of the rights of a Member under Sections 10.2 (Transfers to Affiliates), 10.3 (Right of First Offer) or 10.5 (Tag-Along Sale) (and for the avoidance of<br>doubt, references to “Members” and “Units” in Sections 10.3 and 10.5 shall be interpreted to exclude the DOE and any Non-Voting Units held by the DOE).<br>
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(b)	Any purported Transfer in violation of this Article X shall be void ab initio and of no force or<br>effect.
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(c)	No Transfer shall be effective and no transferee of a Member’s Units shall have the rights of such Member<br>hereunder unless (i) the Transfer was completed in compliance herewith; (ii) the transferor Member has provided to the other Members a minimum of five (5) Business Days notice of such intended Transfer; and (iii) the transferee,<br>as of the effective date of the Transfer, has executed a Joinder. With respect to an Indirect Transfer, the transferee shall confirm the Joinder.
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(d)	Except as set forth in Section 7.9, the transferor Member and the transferee of any<br>Units (as well as any Indirect Interests) shall be responsible for payment of any taxes, fees, levies or other governmental charges payable under applicable Law in respect of the Transfer and shall indemnify and hold harmless the other Members and<br>the Company in respect thereof.
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(e)	The Members agree to ensure that the Company will not cause or permit, and the Company agrees not to permit or<br>effect, the Transfer of Units to be made on its books unless the Transfer is permitted or required by the provisions of this Agreement.
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(f)	The Members shall take, or shall cause the Company to take, any actions as may be required to approve any<br>Transfers of Units that are authorized in accordance with Section 7.9 or the provisions of this Article X.
(g)	Except as set forth in Section 7.9, no Member shall complete a Transfer (i) to a<br>Restricted Party, (ii) that would violate or is prohibited (A) by any Law or (B) by the terms of any agreement or other instrument affecting the Company Group or the Assets (x) pursuant to Section 10.01 of the DOE Loan or<br>(y) that was expressly approved by (A) Specified Approval, (B) GM pursuant to Section 4.6(c) or (C) prior written consent of GM pursuant to Section 6.2(e) of the Investment Agreement,<br>(iii) that would result in the assignment or termination of a GM Letter of Credit, unless such transferee delivers one or more replacement letters of credit acceptable to the DOE and at no cost to the Company, (iv) that would result in the<br>cancellation of any Governmental Authorization applicable to the Company or the Assets, (v) to any Person that is not Creditworthy or (vi) in the event that LAC is the transferor Member, unless (x) LAC continues to Control the Company<br>or (y) the transferee of the Units is a Qualified Operator and such transferee, upon consummation of such Transfer, will Control the Company; provided, that if in connection with any such Transfer, the transferee or its Affiliate is<br>bound by the Management Services Agreement, and such party is reasonably capable of performing the services contemplated thereby in substantially the same manner, and at substantially the same price, as during the preceding twelve (12) months,<br>then such transferee shall be deemed to satisfy clauses (a) and (b) of the definition of Qualified Operator. For the avoidance of doubt, (A) GM and its Affiliates shall be permitted to Transfer to any GM Competitor and<br>(B) LAC and its Affiliates shall be permitted to Transfer to any LAC Competitor.
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10.2	Transfers to Affiliates.
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Each Member may Transfer its Units to an Affiliate, provided that:

(a)	such Affiliate is wholly owned by (i) such Member, (ii) in the case of GM, GM Parent or (iii) in<br>the case of LAC, LAC Parent;
(b)	such Affiliate shall assume the obligations of the Member and become a Party to this Agreement by signing a<br>Joinder; and
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(c)	such Affiliate shall covenant and agree (A) to remain an Affiliate of the transferring Member for so long<br>as it continues to hold any Units; and (B) that, prior to ceasing to be an Affiliate of such Member, it will Transfer all of its Units to the Member or another Affiliate of such transferring Member.
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10.3	Right of First Offer.
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(a)	ROFO Offer. Subject to Section 10.1, if any Member (a “SellingMember”) desires to Transfer all or a portion of its Units (the “Subject Units”), then the Selling Member shall first provide written notice to each other Member (the “ROFO Members”) and the Company<br>(such notice, a “ROFO Notice”) of its intent to Transfer the Subject Units and specifying the amount of the Subject Units and the material terms and conditions pursuant to which the Selling Member proposes to Transfer the Subject<br>Units, including the price at which the Selling Member is willing to Transfer the Subject Units (the “Seller’s Price”).
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(b)

Exercise. During the 45-day period following the receipt of a ROFO Notice by the Company and the ROFO Members (the “Offer Period”), each ROFO Member shall have the right, at its option and at any time prior to the expiration of the Offer Period, to deliver to the Selling Member an offer (a “Purchase Offer”) to purchase for cash (payable at closing) all (but not less than all) of the Subject Units on the terms and conditions set forth in such Purchase Offer. The delivery of a Purchase Offer by a ROFO Member shall constitute an irrevocable commitment by such ROFO Member for a 30-day period (the “ROFO Period”) to purchase the Subject Units on the terms and conditions set forth in such Purchase Offer upon acceptance by the Selling Member. Prior to the end of the ROFO Period, the Selling Member shall have the right to accept the offer set forth in a Purchase Offer by delivering written notice (the “Acceptance Notice”) of such acceptance to the applicable ROFO Member; provided that, if two (2) or more ROFO Members deliver Purchase Offers, the Selling Member may only accept the offer with the greatest aggregate purchase price; provided further that, if two (2) or more ROFO Members deliver Purchase Offers offering the same aggregate purchase price and the Selling Member accepts such offer, the ROFO Members shall each be allocated their proportionate share of the Subject Units (calculated based on the number of Units owned by each such ROFO Member at the time of the proposed Transfer relative to the number of Units owned by all such ROFO Members who delivered Purchase Offers offering the same aggregate purchase price); provided further that, the Selling Member shall be required to accept any Purchase Offer at a price equal to or greater than the Seller’s Price. The Selling Member and the applicable ROFO Members shall use commercially reasonable efforts to complete the Transfer within thirty (30) days of delivery of the Acceptance Notice, subject to reasonable extension for the parties to obtain any regulatory approvals required in connection with such Transfer. If the Selling Member fails to elect to accept the offer set forth in any Purchase Offer within the applicable ROFO Period, such Selling Member shall be deemed to have declined such offer. If the Selling Member accepts a Purchase Offer, Selling Member and the applicable ROFO Members shall use commercially reasonable efforts to complete the Transfer within thirty (30) days of delivery of the Acceptance Notice, subject to reasonable extension for the parties to obtain any regulatory approvals required in connection with such Transfer.

(c)

Sale to a Third Party. If (i) no ROFO Member delivers a Purchase Offer within the Offer Period, or (ii) the Selling Member does not accept any of the offers set forth in the Purchase Offers within the ROFO Period, then, subject to Section 10.1 the Selling Member may Transfer the Subject Units to a Third Party (the “Third-Party Purchaser”); provided, however, that (w) such Transfer must be consummated within 3 months after the expiration of the Offer Period; (x) if a Purchase Offer was timely delivered, the aggregate purchase price at which the Subject Units are Transferred must be equal to at least the highest aggregate purchase price set forth

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in any Purchase Offer that was timely delivered; (y) if a Purchase Offer was not timely made, the aggregate purchase price at which the Subject Units are Transferred must be equal to at<br>least the Seller’s Price; and (z) the Transfer must be for cash and the other terms and conditions of such Transfer shall not be more favorable to the Third-Party Purchaser, taken as a whole, than the terms and conditions set forth in the<br>ROFO Notice. If the Selling Member shall fail to complete a transaction with a Third-Party Purchaser within the time period set forth in this Section 10.3(c) above, the Selling Member shall again be required to comply with<br>all the provisions of this Agreement, including Section 10.1 and this Section 10.3 with respect to any proposed Transfer; provided, that a Selling Member and its Affiliates shall not be permitted<br>to deliver more than one (1) ROFO Notice in any six (6)-month period.
10.4	Drag-Along Right.
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(a)	Drag-Along Sale. If at any time, a Member Group holding an aggregate of 85% or more of the issued and<br>outstanding Units (excluding the Non-Voting Units) receive a bona fide offer from a Third Party or group of Third Parties acting in concert (collectively, a “Drag-Along Transferee”) to<br>acquire all of the Units of the Members (or to acquire all or substantially all of the assets of the Company) (a “Drag-Along Sale”), then, subject to Board Approval, such Members (the “Initiating Drag Members”)<br>may require the Company to send a written notice to the other Members (the “Drag Along Right Exercise Notice”) requiring each other Member (a “Drag-Along Member”) to participate in such Drag-Along Sale in the<br>manner set forth in this Section 10.4. For purposes of this Section 10.4, the holder of the JV Warrant will be treated as owning the applicable Non-Voting<br>Units (as if the JV Warrant had been fully-exercised), and accordingly, references to “Member” within this section shall be deemed to include the holder of the JV Warrant, and references to “Units” within this section shall<br>be deemed to include all Non-Voting Units issued or issuable upon exercise of the JV Warrant in full, except where otherwise noted.
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(b)	Drag-Along Notice. The Drag Along Right Exercise Notice shall be delivered to each Drag-Along Member at<br>least thirty (30) days prior to the date on which the Initiating Drag Members expect to consummate the Drag-Along Sale. The Drag Along Right Exercise Notice shall set forth: (i) the name of the Drag-Along Transferee, (ii) the proposed<br>amount and form of consideration and material terms and conditions of payment offered by the Drag-Along Transferee in connection with the Drag-Along Sale, (iii) all other material terms of the Drag-Along Sale, including the expected closing<br>date of the transaction, and (iv) a copy of any form of agreement proposed to be executed by the Company or the Drag-Along Members in connection with the Drag-Along Sale.
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(c)	Units to be Sold. Subject to Section 10.5(d):
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(i)	notwithstanding anything herein to the contrary, if the Drag-Along Sale requires Member approval or Board<br>approval (including pursuant to Section 4.6), each Drag-Along Member shall, or shall cause its appointed Managers to, vote in favor of such Drag-Along Sale with respect to all Units that such Drag-Along Member owns and shall waive any<br>dissenters’ rights, appraisal rights or similar rights it may have in connection with such Drag-Along Sale;
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(ii)	each Drag-Along Member shall execute and deliver all related transaction agreements and take such other action<br>in support of the Drag-Along Sale as shall reasonably be requested by the Company or the Initiating Drag Members in order to consummate such Drag-Along Sale in accordance with the terms, and subject to the conditions, set forth in this<br>Section 10.4, including executing and delivering instruments of conveyance and transfer, and any purchase agreement, merger agreement, any associated indemnity agreement, or escrow agreement, any associated voting, support,<br>or joinder agreement, consent, waiver, governmental filing, and any similar or related documents.
(iii)	Each Drag-Along Member agrees to refrain from asserting any claim or commencing any suit or other legal<br>challenge with respect to such Drag-Along Sale or alleging any breach of fiduciary duty of the Initiating Drag Members or the Board of Directors in connection with the evaluation, negotiation, and entry into such Drag-Along Sale.<br>
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(d)	Conditions of Sale. The consideration to be received by a Drag-Along Member shall be the same form and<br>amount of consideration to be received by the Initiating Drag Members (or, if the Initiating Drag Members are given an option as to the form and amount of consideration to be received, the same option shall be given) with the aggregate consideration<br>payable in such Drag-Along Sale allocated among the Initiating Drag Members and the Drag-Along Members based on the amount such Member would have received if the aggregate proceeds of such Drag-Along Sale to be paid to the Members were distributed<br>pursuant to Section 9.1, and the terms and conditions of such sale shall, except as otherwise provided in the immediately succeeding sentence, be the same as those applicable to the Initiating Drag Members. Each Drag-Along<br>Member shall make or provide the same representations, warranties, covenants, indemnities, and agreements as the Initiating Drag Members make or provide in connection with the Drag-Along Sale (except that in the case of representations, warranties,<br>covenants, indemnities, and agreements pertaining specifically to an Initiating Drag Member, each Drag-Along Member shall make the comparable representations, warranties, covenants, indemnities, and agreements pertaining specifically to itself);<br>provided, that all representations, warranties, covenants, and indemnities shall be made by each Initiating Drag Members and each Drag-Along Member severally and not jointly and any indemnification obligation shall be pro rata based on the<br>consideration received by each Initiating Drag Member and each Drag-Along Member (other than any indemnification obligation pertaining specifically to an Initiating Drag Member or a Drag-Along Member, which obligation shall be the sole obligation of<br>such Initiating Drag Member or Drag-Along Member), in each case in an amount not to
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exceed the aggregate proceeds received by each such Initiating Drag Member and Drag-Along Member in connection with the Drag-Along Sale. Each Drag-Along Member shall not be required to agree to<br>any restrictive covenant in connection with the Drag-Along Sale (including, without limitation, any covenant not to compete or covenant not to solicit customers, employees or suppliers of any party to the Drag-Along Sale) or any release of claims<br>other than a release in customary form of claims arising solely in such Member’s capacity as a member of the Company.
(e)	GM Conditions of Sale. If GM is not an Initiating Drag Member, then as additional conditions to the<br>Drag-Along Sale, (i) GM shall retain its right to receive the Life of Mine Rights equal to its ownership percentage immediately prior to the Drag-Along Sale and (ii) GM shall not be required to, in connection with its participation in the<br>Drag-Along Sale, amend or terminate any existing offtake or similar agreement between GM or its Affiliates, on the one hand, and the Company or its Affiliates, on the other hand.
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(f)	Expenses. The fees and expenses of the Initiating Drag Members incurred in connection with a Drag-Along<br>Sale and for the benefit of all Members, to the extent not paid or reimbursed by the Company or the Drag-Along Transferee, shall be shared by the Initiating Drag Members on a pro rata basis, based on the consideration received by each such<br>Initiating Drag Member.
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(g)	Cooperation. Each Member shall take all actions as may be reasonably necessary to consummate the<br>Drag-Along Sale, including entering into agreements and delivering certificates and instruments, in each case consistent with the agreements being entered into and the certificates being delivered by the Initiating Drag Members.<br>
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(h)	Application of Transfer Restrictions. If the Initiating Drag Members exercise their rights under this<br>Section 10.4, the Drag-Along Members shall not be entitled to exercise their rights under Section 10.5 with respect to such Drag-Along Sale.
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10.5	Tag-Along Rights.
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(a)	Tag Along Sale. If, at any time, a Member Group, with an aggregate Proportionate Interest of 70%<br>or more elects to, with respect to 70% or more of the outstanding Units (excluding Non-Voting Units) held by such Member Group, Transfer such Units to any Third Party or any group of Third Parties acting in<br>concert (collectively, a “Tag-Along Transferee”) in a bona fide arm’s-length transaction or series of related transactions (a “Tag-Along Sale”), then, subject to (i) the other provisions of this Section 10.5, and (ii) the Tag-Along Transferee’s<br>agreement to consummate such Tag-Along Sale, each other Member (each, a “Tag-Along Member”) shall be entitled to Transfer all or any portion of its<br>Units (excluding, for the avoidance of doubt, any Non-Voting Units) pursuant to such Tag-Along Sale in the manner set forth in this<br>Section 10.5.
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(b)	Tag-Along Sale Notice. Prior to the consummation of any<br>Tag-Along Sale, the Selling Member shall promptly give written notice of such Tag-Along Sale (the “Tag-AlongNotice”) to each Tag-Along Member at least thirty (30) days prior to the date on which the Selling Member expects to consummate the Tag-Along Sale. The Tag-Along Notice shall set forth: (i) the name of the Tag-Along Transferee, (ii) the number of Units to be sold by the Selling Member, (iii) the proposed amount<br>and form of consideration and material terms and conditions of payment offered by the Tag-Along Transferee in connection with the Tag-Along Sale (the consideration per<br>Unit being the “Tag-Along Unit Price”), (iv) all other material terms of the Tag-Along Sale, including the expected closing date of the transaction,<br>and (v) a copy of any form of agreement to be executed by the Tag-Along Members in connection with the Tag-Along Sale.
(c)	Exercise by Tag-Along Member. Each Tag-Along Member shall have the right to Transfer in a Tag-Along Sale all or any portion of its Units in connection with the Tag-Along<br>Sale, exercisable by notice within thirty (30) days following its receipt of the Tag-Along Notice, to notify the Selling Member of its election to participate in such<br>Tag-Along Sale (each such electing Tag-Along Member, a “Participating Tag-Along Member”) and specifying the<br>number of Units it desires to Transfer in such Tag-Along Sale. With respect to any Tag-Along Sale, each Participating Tag-Along<br>Member shall Transfer its applicable Units in such Tag-Along Sale free and clear of all Encumbrances (other than those arising under applicable securities laws or this Agreement or those that will be released<br>on or prior to consummation of the Tag-Along Sale). If any applicable Tag-Along Member fails to elect to participate in any<br>Tag-Along Sale following receipt of a Tag-Along Notice within the applicable time period specified in this Section 10.5(c), such Tag-Along Member shall be deemed to have elected not to participate in such Tag-Along Sale.
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(d)	Conditions of Sale. The consideration to be received by a Participating Tag- Along Member shall be the<br>same form and amount of consideration to be received by the Selling Member (or, if the Selling Member is given an option as to the form and amount of consideration to be received the same option shall be given) with the aggregate consideration<br>payable in such Tag-Along Sale allocated among the Selling Member and the Participating Tag-Along Members pro rata in proportion to the number of Units sold in such Tag-Along Sale by each such Member, with the price per Unit received by the Selling Members and each Participating Tag-Along Member being no less than the Tag-Along Unit Price, and the terms and conditions of such sale shall, except as otherwise provided in the immediately succeeding sentence, be the same as those applicable to the Selling Member. Each Participating Tag-Along Member shall make or provide the same representations, warranties, covenants, indemnities, and agreements as the Selling Member makes or provides in connection with the<br>Tag-Along Sale (except that in the case of representations, warranties, covenants, indemnities, and agreements pertaining specifically to the Selling Member, each Participating<br>Tag-Along Member shall make the comparable representations, warranties, covenants, indemnities, and agreements pertaining specifically to itself); provided, that all representations, warranties,<br>covenants, and indemnities shall be made by the Selling Member and each Participating Tag-Along
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Member severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Selling Member and each Participating Tag-Along Member (other than any indemnification obligation pertaining specifically to the Selling Member or a Participating Tag-Along Member, which obligation shall be the<br>sole obligation of the Selling Member or such Participating Tag-Along Member), in each case in an amount not to exceed the aggregate proceeds received by the Selling Member and each such Participating Tag-Along Member in connection with the Tag-Along Sale.
(e)	GM Conditions of Sale. If GM is a Participating Tag-Along Member<br>as additional conditions to such Tag-Along Sale, (i) if any other Member retains any offtake or similar rights in connection with a Tag-Along Sale, then GM shall be<br>entitled to retain or receive, as applicable, a proportionate amount of substantially comparable offtake or similar rights as the rights retained by such other Member and (ii) GM shall not be required to, in connection with its participation in<br>the Tag-Along Sale, amend or terminate any existing offtake or similar agreement between GM or its Affiliates, on the one hand, and the Company or its Affiliates, on the other hand.
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(f)	Expenses. The fees and expenses of the Selling Member incurred in connection with a Tag-Along Sale and for the benefit of the Selling Member and all Participating Tag-Along Members, to the extent not paid or reimbursed by the Company or the Tag-Along Transferee, shall be shared by the Selling Member and all of the Participating Tag-Along Members on a pro rata basis, based on the consideration received by each<br>such Member.
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(g)	Cooperation. The Selling Member and each Participating Tag-Along<br>Member shall take all actions as may be reasonably necessary to consummate the Tag-Along Sale, including entering into agreements and delivering certificates and instruments, in each case consistent with the<br>agreements being entered into and the certificates being delivered by the Selling Member.
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(h)	Application of Transfer Restrictions. This Section 10.5 shall only apply to<br>Transfers in which (i) the Members have not exercised their rights in full under Section 10.3 to purchase all of the Selling Member’s Units, and (ii) the Selling Members have not, or are not able to,<br>exercise their rights under Section 10.4.
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10.6	GM Put Rights.
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Any purchase by the Company in relation to a Compliance Put Notice will be on an “as is, where is” basis (except that GM shall make customary title representations with the respect to the Units, including the absence of any encumbrances thereon), without any representations or warranties of any kind regarding the Company or any of its Subsidiaries and without any conditions to consummating such purchase and sale other than the receipt of (a) any material Governmental Authority approvals required under applicable Law to consummate such purchase and sale and (b) any contractual consent required by a material contract the was the subject of Specified Approval or was entered into when GM or its Affiliate Controlled the Company, or (c) as otherwise required pursuant to Section 7.9. The Put Closing Date shall be extended to the extent

necessary for the Company to secure any material Governmental Authority approval or consent required to consummate such purchase and sale to a date five (5) days following receipt of such approval or consent so long as such the Company is using commercially reasonable efforts to pursue the approval or consent and every thirty (30) days during the extension delivers to the other Members a certificate that such approval is being so pursued. On the Put Closing Date, (x) GM and its Affiliates shall assign to the Company all right, title and interest in their Units (including any Non-Voting Units, if applicable), free and clear of all encumbrances, by executing such documents as may be necessary to effect the sale, and (y) the Put Purchase Price shall be paid by the Company by wire transfer of immediately available funds. In addition, on the DOE Put Closing Date only, GM shall execute such documents as may be necessary to surrender its rights to Phase 2 offtake. Each Member and the Manager hereby agrees to cooperate with, to take all actions as may be reasonably necessary to consummate and to not take any action that would reasonably be expected to delay, the closing of the sale.

ARTICLE XI

DISSOLUTION AND LIQUIDATION

11.1	Liquidation.
(a)	Dissolution. The Company shall be dissolved upon Specified Approval.
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(b)	Effect of Dissolution. Upon dissolution, the Company shall cease carrying on its business but shall not<br>terminate until the winding up of the affairs of the Company is completed, the assets of the Company shall have been distributed as provided below and a certificate of cancellation of the Company under the Act has been filed with the Secretary of<br>State of the State of Delaware.
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(c)	Liquidation Upon Dissolution. The proceeds of liquidation of the assets of the Company distributable<br>upon a dissolution and winding up of the Company shall be applied in accordance with Section 9.2.
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(d)	Negative Capital Accounts. No Member shall be liable to the Company or to any other Member for any<br>negative balance outstanding in each such Member’s Capital Account, whether such negative Capital Account results from the allocation of losses or other items of deduction and loss to such Member or from distributions to such Member, and such<br>Member shall not have any obligation to make any contribution to the capital of the Company with respect to such deficit and such deficit shall not be considered a debt owed to the Company or, except as required by the Act, to any other Person for<br>any purpose whatsoever.
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11.2	Termination.
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The winding up of the Company shall be completed when all of its debts, liabilities and obligations have been paid and discharged or reasonably adequate provision therefor has been made, and all of the remaining property and assets of the Company have been distributed to the Members (or have otherwise been abandoned). Upon the completion of the winding up of the Company, a certificate of cancellation of the Company shall be filed with the Secretary of State of the State of Delaware.

ARTICLE XII

REPRESENTATIONS AND WARRANTIES

12.1	Member Representations and Warranties.

Each Member (other than the DOE, if the DOE is a Member) hereby represents and warrants to the Company and each other Member as of the date hereof, or as of the date such Member becomes a party to or otherwise becomes bound by this Agreement, that:

(a)	if such Member is a corporation, limited liability company, partnership or other entity, such Member is duly<br>incorporated, organized or formed (as applicable), validly existing, and (if applicable) in good standing under the laws of the jurisdiction of its incorporation, organization or formation; and such Member has full corporate, limited liability<br>company, partnership or other applicable power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and all necessary actions by its board of directors, stockholders, managers, members, partners, trustees,<br>beneficiaries or other applicable Persons necessary for the due authorization, execution, delivery, and performance of this Agreement by such Member have been duly taken;
(b)	such Member has duly executed and delivered this Agreement and the other documents contemplated herein, and,<br>assuming due execution by the other parties hereto and thereto, such documents constitute the legal, valid and binding obligation of such Member enforceable against such Member in accordance with the terms of each such document (except as may be<br>limited by bankruptcy, insolvency or similar laws of general application and by the effect of general principles of equity, regardless of whether considered at law or in equity);
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(c)	such Member’s authorization, execution, delivery and performance of this Agreement does not and shall not<br>(A) conflict with, or result in a breach, default or violation of, (x) the organizational documents of such Member, (y) any contract, obligation or agreement to which such Member is a party or is otherwise subject or (z) any law,<br>order, judgment, decree, writ, injunction or arbitral award to which such Member is subject; or (B) require any consent, approval or authorization from, filing or registration with, or notice to, any Governmental Authority or other Person,<br>unless such requirement has already been satisfied; and
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(d)	Such Member is not described in Section 45X(d)(4)(A) of the Code.
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12.2	Survival.
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The representations and warranties contained in Section 12.1 shall survive the execution of this Agreement and shall continue in full force and effect for a period of two years from the date of this Agreement,

ARTICLE XIII

MISCELLANEOUS

13.1	Confidentiality.
(a)	Subject to Section 13.1(d), each Member (other than the DOE, to the extent it is a<br>Member) shall keep confidential and not use, reveal, provide or transfer to any third Person any Confidential Information that it obtains or has obtained concerning the Company Group or the other Members without the prior written consent of the<br>applicable other Member, which consent shall not be unreasonably withheld or delayed, except (i) to the extent that disclosure to a third Person is required by Law or pursuant to any stock exchange or securities commission rule or disclosure<br>requirement of the SEC, (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<br>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 Prior Agreement Date (as evidenced by appropriate written materials)<br>and was not acquired directly or indirectly from the Company or the other Members.
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(b)	Notwithstanding Section 13.1(a), Confidential Information may be disclosed without<br>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,<br>(ii) any third Person to whom the disclosing Member contemplates a Transfer of all or any part of its Units (or Indirect Interest), (iii) any actual or potential lender, underwriter or investor for the sole purpose of evaluating whether to make<br>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 13.2.
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(c)	As to any disclosure under clause (i), (ii) or (iii) of<br>Section 13.1(a), (i) the disclosing Member shall give notice to the other Members concurrently with the making of the disclosure, (ii) only such Confidential Information as the recipient has a legitimate business need<br>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 are obligated under this Section 13.1, and<br>(iv) the disclosing Member 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.
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(d)	A Member shall continue to be bound by the applicable provisions of this Section 13.1<br>until the earlier of the date that is two (2) years after the resignation or deemed resignation of such Member or the Transfer by such Member of all of its Units; provided that with respect to any Confidential Information that<br>constitutes “trade secrets” or a Member of the Company under the Uniform Trade Secrets Act or similar applicable Laws, the provisions of this Section 13.1 shall survive indefinitely.
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13.2	Public Announcements.

Except for the DOE, which shall not be subject to this Section 13.2, no Member shall, alone or in concert with others, without the prior written consent of the Company or as otherwise expressly permitted under this Agreement, make, publish, issue or release (and each Member shall procure that none of its relevant Affiliates and use reasonable best efforts to procure that none of its or such Affiliates’ representatives shall make, publish, issue or release) any press release or other similar public announcement in connection with this Agreement or the transactions contemplated hereby, except as may be required by applicable Law or pursuant to any stock exchange or securities commission rule or disclosure requirement of the SEC (based upon the reasonable advice of counsel), court process or by obligations pursuant to any listing agreement with any securities exchange or securities quotation system; provided that, the disclosing Person shall provide prior notice to each Member of any public disclosure that it proposes to make which includes the name of the Company, such Member or any of its Affiliates, together with a draft copy of such disclosure; provided further that, except as required by applicable Law (based upon the reasonable advice of counsel), in no circumstances shall any public disclosure of the Company or any of its Affiliates include the name of a Member or any of its Affiliates without such Member’s prior written consent, in its sole discretion. The restrictions contained in this Section 13.2 shall survive any termination of the membership of any Member in the Company or of this Agreement. Each Member acknowledges that damages may not be an adequate remedy for breach of this Section 13.2 and that injunctive relief may be an appropriate remedy.

13.3	Notices.

Any notice or other communication that is required or permitted to be given hereunder shall be sent to or made at the Company’s principal office or the addresses set forth in Schedule “C”. All notices shall be in writing and shall be given (i) by personal delivery or overnight courier, (ii) by electronic communication; or (iii) by registered mail. 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 registered mail, on the Business Day after actual receipt. A Member may change its address by written notice to the other Members.

13.4	Headings.

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

13.5	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 to be charged with the waiver. The failure of a Member 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 rights thereafter to enforce any provision or exercise any right.

13.6	Amendment.

Except for administrative updates to the Schedules by the Company to reflect the accurate nature of such Schedules, notwithstanding the definition of “limited liability company agreement” contained in 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 with Specified Approval, which writing specifically indicates that it is amending, restating, modifying or supplementing this Agreement. Notwithstanding the foregoing, this Agreement shall not be amended or modified in a manner that is disproportionate and adverse to a Member in its capacity as a holder of a class of Units relative to the other Members holding the same class of Units without the consent of the Member disproportionately and adversely affected (other than in connection with the issuance of additional Units approved in accordance with this Agreement).

13.7	Severability.

If at any time any covenant or provision contained in this Agreement is deemed in a final, non-appealable ruling of an arbitrator or to the extent applicable a court 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 arbitrator 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.

13.8	Rules of Construction.

Each Member acknowledges that it has been represented by counsel during the negotiation, preparation and execution of this Agreement or the acquisition of its Units or other interest in the Company. Each Member 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.

13.9	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.

13.10

Independent Expert.

(a)

Disputes with respect to Fair Market Value (including pursuant to Section 3.6), and any matter described in Section 5.4(c)(iv) shall be referred to an Independent Expert for resolution. If a Member wishes to refer any of the foregoing matters to an Independent Expert for resolution in accordance with the terms of this Agreement, such Member shall give written notice to the other Members of such intention.

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(b)	Within thirty (30) days after a written notice has been served by any Member pursuant to<br>Section 13.10(a) notifying the other Members of its decision to refer a matter to an Independent Expert, the Members shall use reasonable efforts to jointly select and retain an appropriate Independent Expert mutually<br>acceptable to the Members.
(c)	Each Member shall (A) reasonably cooperate with the Independent Expert, (B) have the opportunity to<br>make presentations and provide supporting material to the Independent Expert in defense of its positions (which supporting material shall also be provided to the other Members), in a manner established by the Independent Expert in consultation with<br>the Members, (C) subject to customary confidentiality and indemnity agreements, provide the Independent Expert with access to their (and their applicable Affiliates’) respective, and cause the Company Group to provide access to their,<br>books, records, and representatives, and such other information, in each case as the Independent Expert may reasonably request in order to render its determination, and (D) not engage in ex parte communications with the Independent<br>Expert. The Independent Expert shall be instructed to resolve any dispute within twenty (20) Business Days after its engagement on such dispute (provided that such twenty (20) Business Day period may be extended by the Independent<br>Expert with the consent of the Members, and the failure of the Independent Expert to deliver its resolution of the dispute within a required period of time shall not be grounds to object to the confirmation or enforcement of such resolution).<br>
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(d)	The resolution of any dispute by the Independent Expert (A) shall be set forth in writing and<br>(B) shall be final and binding upon the Members, the Company and each Subsidiary of the Company, except in the case of fraud, bad faith, manifest error, or if it is later determined that the Independent Expert had a conflict of interest.<br>
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(e)	The Independent Expert shall act as an expert and not as an arbitrator.
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(f)	For any disputes related to the determination of Fair Market Value, the disputing parties shall bear and pay<br>the fees and expenses of the Independent Expert in inverse proportion as they may prevail on disputed matters resolved by the Independent Expert, which proportionate allocations shall be determined by the Independent Expert at the time the<br>determination is rendered. For any disputes related to Related Party Matters, the Independent Expert shall apportion the fees and expenses among the disputing parties.
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(g)	All aspects of any dispute resolution conducted pursuant to this Section 13.10,<br>including the underlying dispute, the existence of resolution proceedings with an Independent Expert, the merits of the resolution proceedings with the Independent Expert and the determination by the Independent Expert, shall, in each case, be<br>considered Confidential Information. Any documentation or information provided to, or received by any Member from, the Independent Expert shall also be considered Confidential Information.
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13.11	Arbitration of Disputes.

Each of the Members shall use commercially reasonable efforts to resolve any dispute among the Members that relates to this Agreement and to settle any such dispute through joint cooperation and consultation. Subject to Sections 13.10 (which shall apply to any dispute hereunder relating to Related Party Matters or Fair Market Value and this Section 13.11 shall not apply to such matters) and 13.18, any dispute whatsoever among any of the Members with respect to the interpretation of, or relating to any alleged breach of, this Agreement that the Members are unable to settle within thirty (30) days, as set forth in the preceding sentence, shall be resolved by final and binding arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules, before a panel of three (3) arbitrators. Any such arbitration shall be held in New York, New York unless another location is mutually agreed upon by the parties to such arbitration. Such arbitration shall be the exclusive remedy hereunder with respect to any dispute relating to this Agreement; provided, however, that nothing contained in this Section 13.11 shall limit any Member’s right to bring (a) post-arbitration actions seeking to enforce an arbitration award or (b) actions seeking emergency or temporary injunctive or other similar temporary relief (pending the resolution of the arbitration contemplated herein) in the event of a breach or threatened breach of any of the provisions of this Agreement. If this Section 13.11 is for any reason held to be invalid or otherwise inapplicable with respect to any dispute, then any action or proceeding brought with respect to any dispute arising under this Agreement, or to interpret or clarify any rights or obligations arising hereunder, shall be maintained solely and exclusively in the state or U.S. federal courts in the State of Delaware. With respect to any action or proceeding that a successful party to the arbitration may wish to bring to enforce any arbitral award or to seek injunctive or other similar relief in the event of the breach or threatened breach of this Agreement (or any other agreement contemplated hereby), each party irrevocably and unconditionally (and without limitation): (i) submits to and accepts, for itself and in respect of its assets, generally and unconditionally the non-exclusive jurisdiction of the courts of the United States and the State of Delaware; (ii) waives any objection it may have now or in the future that such action or proceeding has been brought in an inconvenient forum; (iii) agrees that in any such action or proceeding it will not raise, rely on or claim any immunity (including from suit, judgment, attachment before judgment or otherwise, execution or other enforcement); (iv) waives any right of immunity which it has or its assets may have at any time; and (v) consents generally to the giving of any relief or the issue of any process in connection with any such action or proceeding including the making, enforcement or execution of any order or judgment against any of its property. Each Member shall use best efforts to cause any proceeding conducted pursuant to this Section 13.11 to be held in confidence by the International Centre for Dispute Resolution, the arbitrators and each of the parties to such proceeding and their respective Affiliates, and all information relating to or disclosed by any party thereto in connection with such proceeding shall be treated by the parties thereto, their respective Affiliates and the arbitrators as confidential business information and no disclosure of such information shall be made by any party thereto, its Affiliates or the arbitrator without the prior written consent of the party thereto furnishing such information in connection with the arbitration proceeding, except as required by applicable law or to enforce any award of the arbitrators. The party whom the arbitrators determine is the prevailing party in such arbitration shall receive, in addition to any other award pursuant to such arbitration or associated judgment, reimbursement from the other party of all reasonable legal fees incurred with respect to such arbitration.

13.12	Waiver of Jury Trial.

EACH PARTY TO THIS AGREEMENT HEREBY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHTS TO TRIAL BY JURY IN ANY LITIGATION INVOLVING OR IN ANY WAY RELATING TO A DISPUTE ARISING HEREUNDER.

13.13	Further Assurances.

Each Member 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.

13.14	Survival.
(a)	Resignation, Relinquishment, Redemption and Transfer. After the resignation or deemed resignation of a<br>Member, the relinquishment or redemption of a Member’s Units, or the Transfer by a Member of all of its equity interests in the Company, such former Member shall have no further rights or obligations as a Member of the Company relating to<br>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 not be<br>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<br>Transfer, unless each other Member agrees in writing to any such release.
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(b)	Dissolution, Liquidation and Termination. After the dissolution, liquidation and termination of the<br>Company, each Person that was a Member as of the date of the dissolution, liquidation or termination 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 dissolution,<br>liquidation or termination and not previously furnished to such Person.
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(c)	Survival of Provisions. The provisions of this Agreement shall survive any event described in<br>Section 13.14(a) and (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.<br>
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13.15	No Third Party Beneficiaries.

Except to the extent specifically provided in this Agreement with respect to Covered Persons (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 and no other Person (including any creditor of the Company) 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.

13.16	Entire Agreement.

This Agreement contains the entire understanding of the Members with respect to the Company and supersedes all prior agreements, understandings and negotiations relating to the subject matter of this Agreement.

13.17	Parties in Interest.

This Agreement shall inure to the benefit of the permitted successors and permitted assigns of the Members and shall be binding upon the successors and permitted assigns of the Members.

13.18	Specific Performance.

Each Member agrees that the other Members would be damaged irreparably and would have no adequate remedy at law in the event that any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached. Accordingly, each Member shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement by the other Members and to enforce specifically this Agreement and the terms and provisions hereof, this being in addition to any other remedies to which such Member is entitled at law or in equity, without proof of actual damages or any obligation to post any bond or other security as a prerequisite to obtaining equitable relief. Each Member agrees not to dispute or resist any such application for relief on the basis that another Member has an adequate remedy at law or that damage arising from such non-performance or breach is not irreparable.

13.19	Counterparts.

This Agreement may be executed in multiple counterparts, including by electronic signature and all such counterparts taken together shall constitute the same document.

[Signatures on Next Page]

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

MEMBERS:<br> <br><br><br><br>GENERAL MOTORS HOLDINGS LLC
By:	/s/ Zach Kirkman
Name:	Zach Kirkman
Title:	Deputy CFO, Corporate Development, Treasury, and Ventures
Date:	January 30, 2026

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

MEMBERS:<br> <br><br><br><br>LAC US CORP.
By:	/s/ Jonathan Evans
Name:	Jonathan Evans
Title:	President
Date:	January 30, 2026

SCHEDULE “A”

DEFINED TERMS

DefinedTerms. As used in this Agreement, the following capitalized terms have the following meanings given:

“AcceptanceNotice” has the meaning set forth in Section 10.3(b).

“Accounts Agreement” has the meaning set forth in the DOE Loan.

“Accrued Incentive Plan Costs” has the meaning set forth in Section 7.14(b).

“Accrued Management Costs” has the meaning set forth in Section 7.15.

“Act” means the Delaware Limited Liability Company Act, as amended from time to time.

“Affiliate” means with respect to a Person, any other Person that directly, or indirectly through one 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.

“Affiliate Contract” shall mean any contract, agreement, lease, sublease, license, bid, tender, purchase order, consulting agreement, supply agreement, distribution contract, manufacturing contract, maintenance contract, commitment or undertaking, in each case that is legally binding, between a member of the Company Group, on one hand, and a Member or an Affiliate thereof (for clarity, not including a Company Group member, as applicable), on the other hand, including, for the avoidance of doubt, the Management Services Agreement.

“Amendments” has the meaning set forth in Section 7.5.

“Anti-Corruption Laws” means all applicable Laws related to the prevention of bribery, corruption (governmental or commercial), kickbacks, money laundering, or similar unlawful or unethical conduct including, without limitation, the U.S. Foreign Corrupt Practices Act (FCPA) as amended and the U.K. Bribery Act.

“Anti-Money Laundering Laws” means the Patriot Act, the Money Laundering Control Act of 1986, the Bank Secrecy Act, Proceeds of Crime (Money Laundering Act) and Terrorism Financing Act of 2001 (Canada), as amended, the regulations and rules promulgated under each of the foregoing and any other applicable Laws concerning or relating to terrorism financing or money laundering of the jurisdictions in which the Company or any of its Subsidiaries operate.

“Approved Program and Budget” means any Program and Budget that is approved in accordance with Section 7.2.

“Articles” has the meaning set forth in the Recitals.

A-1

“Assets” means the Products and all other real and personal property, tangible and intangible, including existing or after-acquired properties, and all contract rights and data, in each case held by the Company related to the Properties (for the avoidance of doubt, the Properties are not considered Assets of the Company).

“Available Cash” means, as of the date of determination with respect to the Company, the excess of cash on hand after payment of all current liabilities, including current debt service requirements and excluding any restricted cash, cash in PTC Proceeds Escrow Accounts or cash unavailable for distribution under any agreement, including any agreement evidencing indebtedness, to which the Company Group is a party, over the amount that the Board of Directors reasonably determines is required to be retained as a reserve to meet any liabilities or proposed expenditures of the Company and its Subsidiaries that are accrued or reasonably foreseeable with respect to (x) the next two calendar quarters consistent with the Approved Program and Budget, or (y) reserves for any reclamation or decommissioning costs required by applicable Laws.

“BIS” means the U.S. Bureau of Industry and Security.

“Board Approval” means the affirmative vote of, or written consent signed by, the Directors holding a majority of the number of votes of the Directors.

“Board Observer” has the meaning set forth in Section 5.6.

“Board of Directors” has the meaning set forth in Section 5.1(a).

“Budget” means a detailed estimate of all expenditures to be made by the Company during a Budget Period, including those made in performing a corresponding Program and as part of the Employee Incentive Plan.

“Budget Period” means the time period covered by a Budget.

“Business” means the development, construction, start-up, ownership and operation of the Project, including the processing, distribution, marketing or sale of lithium products produced by the Project.

“Business Day” means any day except a Saturday, Sunday or other day on which commercial banks in Detroit, Michigan, Reno, Nevada or Vancouver, British Columbia **** are authorized or required by Law to be closed.

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

“CapitalContribution” means, with respect to a Member, the Fair Market Value of any contribution by the Member to the capital of the Company.

“Care and Maintenance Reserve Account” has the meaning set forth in the Accounts Agreement.

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“Code” means the Internal Revenue Code of 1986, as amended.

“Company” means Lithium Nevada Ventures LLC, a Delaware limited liability company.

“Company Group” means the Company and its Subsidiaries.

“Compliance Covenants” has the meaning set forth in Section 7.9.

“Compliance Put Closing Date” has the meaning set forth in Section 7.9.

“Compliance Put Notice” has the meaning set forth in Section 7.9.

“Compliance Put Purchase Price” has the meaning set forth in Section 7.9.

“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 Persons 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.

“Conflicted Member” has the meaning set forth in Section 5.4(a).

“Construction Contingency Reserve Account” has the meaning set forth in the DOE Loan.

“Contributing Member” has the meaning set forth in Section 3.4(a).

“Contribution Notice” has the meaning set forth in Section 3.3.

“Control” means possession, directly or indirectly, of the power to direct or cause the direction of management and policies through ownership of voting shares, interests or securities, or by contract, voting trust or otherwise; and “Controlled” and “Controlling” shall have corresponding meanings.

“Covered Person” means (a) each current and former (i) Member and each of its Affiliates (excluding, for purposes of this definition, the Company and its Subsidiaries), and its and their respective officers, directors, partners, stockholders, managers, members and employees, (ii) Director (solely in such Person’s capacity as a Director), and (iii) Officer (solely in such Person’s capacity as an Officer) and (b) each Person not identified in clause (a) of this definition who is a current or former manager, director or officer of any Subsidiary of the Company or who served in such a capacity (in each case, solely in such Person’s capacity as such) for any other entity or enterprise at the request of the Company and whom the Board of Directors expressly designates as a Covered Person in a written resolution, in each case of clause (a) or (b) of this definition, whether or not such Person continues to have the applicable status.

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“CPI” means the percentage equal to the “Percent Change from 12 months ago” set forth in the “Avg” column for the last fully completed year in the “Consumer Price Index – All Urban Consumers, U.S. city average, All items, Base period 1982-84 = 100, not seasonally adjusted” as reported by the United States Bureau of Labor Statistics.

“Creditworthy” shall mean, with respect to any Person as of any date of determination, that such Person has (i) a long-term credit rating of at least “BBB-” by Standard & Poor’s, “BBB-” by Fitch or “Baa3” by Moody’s; provided if such Person has more than one long-term credit rating, the lowest such rating shall be considered for purposes of this definition or (ii) bona fide unpaid capital commitments (other than the unpaid commitments of any defaulting partner or Person whose commitment could not be unconditionally called) and Fair Market Value of investments or other assets over which such Person, directly or indirectly, has beneficial ownership, in the aggregate, in excess of $2,000,000,000.

“Cure” means (i) curing or correcting an incident of non-compliance in all material respects within thirty (30) days of the earlier of the Company’s receipt of notice or knowledge of same, or (ii) if such incident of non-compliance (A) is not material, (B) is solely related to non-compliance with Section 1.1(c), Section 1.2(a)(ii) or Section 1.3(b) of the Compliance Covenants and (C) was not subject to a cure period under applicable Law but cannot be reasonably cured within such 30 day period, (x) the preparation and adoption by the Company of a bona fide plan within such 30 day period to cure such incident of non-compliance as soon as reasonably practicable and (y) the curing of such incident of non-compliance is within sixty (60) days of the earlier of the Company’s receipt of notice or knowledge of same.

“DSCR Shortfall Reserve Account” has the meaning set forth in the Accounts Agreement.

“Debt Service Reserve Account” has the meaning set forth in the DOE Loan.

“Defaulting Member” has the meaning set forth in Section 8.1.

“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.

“Dilution Model” has the meaning set forth in Section 3.2(b).

“Dispute Notification Period” has the meaning set forth in Section 3.6(b).

“DOE” means the U.S. Department of Energy, an agency of the United States of America.

A-4

“DOE ASA” means that certain Affiliate Support, Share Retention and Subordination Agreement, dated as of October 28, 2024, by and among LAC Parent, 1339480 B.C. Ltd., Lithium Nevada Corp., KV Project LLC, the DOE, and Citibank, N.A., as collateral agent for the Secured Parties, as amended by the DOE Loan Amendment and as further amended by the Second DOE Loan Amendment.

“DOE Loan” means that certain Loan Arrangement and Reimbursement Agreement, dated as of October 28, 2024, by and between Lithium Nevada Corp. and the DOE, as amended by the DOE Loan Amendment and as further amended by the Second DOE Loan Amendment and as further amended, supplemented and otherwise modified from time to time.

“DOE Loan Amendment” means that certain Omnibus Amendment and Termination Agreement, dated as of December 17, 2024, by and among Lithium Nevada Corp., the DOE, LAC Parent, 1339480 B.C. Ltd., the Company, Lithium Nevada Projects LLC, KV Project LLC, and Citibank, N.A., as collateral agent for the Secured Parties, as amended by that Joinder Agreement, dated as of December 20, 2024, by LAC US Corp.

“DOE Reserve Accounts” means, collectively, the Construction Contingency Reserve Account, the Ramp-Up Reserve Account, the Sustaining Capex Reserve Account, the Debt Service Reserve Account and the O&M Reserve Account.

“Emergency” means a condition, circumstance or situation that arises or occurs, or is reasonably likely imminently to arise or occur, with respect to the Project that: (a) presents, or is likely to present, a threat to: (i) the health, safety, or security of Persons; (ii) the material Properties or Assets of the Company; (iii) the security, integrity, or reliability of the Project; or (iv) the environment; or (b) results, or is likely to result, in a complete withdrawal, cancellation, suspension, revocation, or material restriction of any accreditation, authorization, certificate, clearance, consent, exemption, license, notarization, permit, permission, ruling, or other approval of, or from any Governmental Authority for the Project.

“Employee Incentive Plan” has the meaning set forth in Section 7.14(a).

“Encumbrance” means any lien, charge, hypothec, pledge, mortgage, title retention agreement, covenant, condition, lease, license, security interest of any nature, claim, exception, reservation, easement, encroachment, right of occupation, right-of-way, right-of-entry, matter capable of registration against title, option, assignment, right of pre-emption, royalty, right, privilege or any other encumbrance or title defect of any nature whatsoever, regardless of form, whether or not registered or registrable and whether or not consensual or arising by any Legal Requirement, and includes any contract to create any of the foregoing.

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

A-5

“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.

“Equity Securities” means, with respect to any Person, (i) any shares of capital stock, member’s interests, partnership interests or other equity interests of such Person or any subsidiary of such Person or any securities convertible into or exchangeable or exercisable for any shares of capital stock, member’s interests, partnership interests or other equity interests in such Person or any subsidiary of such Person, (ii) any equity-based awards, contingent value rights, “phantom” stock warrants, calls, options or similar securities or rights that are derivative of, or provide economic benefits based, directly or indirectly, on the value or price of, any equity interest of, or other securities or ownership interests in such Person or any subsidiary of such Person, or other rights to acquire from such Person or any subsidiary of such Person, or any other obligation or agreement of such Person or any subsidiary of such Person to issue, deliver or sell, or cause to be issued, delivered or sold, any voting securities of, or other equity interests in, such Person or any subsidiary of such Person, or (iii) any other rights, arrangements or agreements to receive cash in respect of the value of equity interests in the such Person or any subsidiary of such Person.

“Event of Default” has the meaning set forth in Section 8.1.

“Excess Contribution” has the meaning set forth in Section 3.4(b).

“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.

“Fair Market Value” means, with respect to any property, as of the time of determination, the then fair market value of such property as determined in good faith by the Board of Directors; provided that if there is a dispute with respect to Fair Market Value, such dispute shall be referred to an Independent Expert for resolution in accordance with Section 13.10.

“FEOC” means a (A) Person who is a “foreign entity of concern,” as such term is defined in Section 30D of the Code, as amended, or (B) a Person “linked to or subject to influence by hostile or non-likeminded regimes or states,” as such concept is used in the Policy Regarding Foreign Investments from State-Owned Enterprises in Critical Minerals under the Investment Canada Act, or, in each case, under any successor or similar policies promulgated by either the Canadian or United States government in respect of critical minerals policy.

A-6

“Final FMV” means the Fair Market Value of a Unit as (i) agreed by LAC and GM or (ii) determined pursuant to Section 3.6 and/or Section 13.10, as applicable.

“FMV Dispute Notice” has the meaning set forth in Section 3.6(b).

“General Manager” means the general manager of the Company, with such individual being employed by the Company (to be appointed by Specified Approval, such approval not to be unreasonably withheld, conditioned, or delayed by any applicable Member), and shall report directly to the Board of Directors.

“GM” means General Motors Holdings LLC, a Delaware limited liability company.

“GM Aggregate Contribution Amount” means an amount equal to (A) the sum of all Capital Contributions made by GM or any of its Affiliates (including the Initial Capital Contribution), plus (B) the sum of all loans made by GM or any of its Affiliates to the Company or any of its Subsidiaries that remain outstanding at such time (including any remaining amount drawn under any GM Letters of Credit issued in connection with the DOE Loan), minus (C) the sum of all distributions received by GM and its Affiliates prior to the Compliance Put Notice.

“GM Competitor” means any OEM (as defined in the Investment Agreement) or any Affiliate of any OEM.

“GM Designee” has the meaning set forth in Section 5.2(a).

“GM Letters of Credit” means, collectively, the letters of credit in an aggregate amount equal to $195,000,000, which, (i) as of the First Advance Date shall be allocated pursuant to separate letters of credit for each DOE Reserve Account as follows: (A) posted against the Construction Contingency Reserve Account in the amount of $127,391,304.35, and (B) posted against the Ramp-Up Reserve Account in the amount of $55,215,950.08, (ii) as of Total Plant Transfer, posted against the Sustaining Capex Reserve Account in the amount of $12,392,745.57, and (iii) upon the Project Completion Date, the letters of credit posted against the Construction Contingency Reserve Account and the Ramp-Up Reserve Account shall be transferred and (A) posted against the Debt Service Reserve Account in an amount equal to the (x) Reserve Account Requirement (as defined in the DOE Loan) as of the Project Completion Date or the First Principal Payment Date, whichever is earlier, minus (y) any cash already deposited into such account and (B) posted against the O&M Reserve Account in an amount equal to the (x) Reserve Account Requirement (as defined in the DOE Loan) minus (y) any cash already deposited into such account, in each case, delivered by GM (utilizing such issuing bank as GM shall select in its sole discretion so long as such bank is acceptable to the DOE and provided that the letters of credit meet the definition of Acceptable Letters of Credit in the DOE Loan) in favor of Citibank, N.A. as Collateral Agent under the DOE Loan.

“GM Material InvestmentDetermination” has the meaning set forth in Section 7.7(d)(ii).

“GM Parent” means General Motors Company and its permitted successors and assigns.

A-7

“GM Phase 1 Offtake Agreement” means the lithium offtake agreement, dated as of February 16, 2023, by and between LAC and GM, as amended from time to time.

“GM Phase 2 Offtake Agreement” has the meaning set forth in Section 7.10.

“GM Supply Chain Policy” means the supply chain policy of GM attached hereto as Schedule “N”, as may be updated from time to time by GM upon written notice to the other Members and the Company.

“Government Official” means any official (elected or appointed), officer, or employee of a Governmental Authority or any department, agency or instrumentality thereof, including any employee, representative, or agent (paid or unpaid) of a state-owned or controlled entity, public international organization, political party or organization or candidate thereof, or any person acting in an official capacity for or on behalf of any such Governmental Authority, department, agency, instrumentality, public international organization, political party, organization, or candidate.

“Governmental Authority” means any domestic or foreign national, federal, regional, state, provincial, tribal, municipal or local court, government, governmental department, commission, authority, central bank, board, bureau, agency, official, authority, tribunal, commission, commissioner, bureau, minister or ministry, board, body or other instrumentality exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of or pertaining to government, including any securities regulatory authorities and stock exchange.

“Governmental Authorization” means any permit, license, franchise, approval, certificate, consent, ratification, permission, confirmation, endorsement, waiver, certification, registration, transfer, qualification or other authorization issued, granted, given or otherwise made available by or under the authority of any Governmental Authority or pursuant to any Legal Requirement to which the Company or the Properties is subject or which is required by the Company or the Properties.

“HumanRights Committee” has the meaning set forth in Section 7.12.

“Human Rights Plan” has the meaning set forth in Section 7.12.

“IFRS Accounting Standards” means the International Financial Reporting Standards adopted by the International Accounting Standards Board, as in effect from time to time.

“IFRS Accounting Year” has the meaning set forth in Section 7.7.

“Incentive Plan Costs” has the meaning set forth in Section 7.14(a).

“Incentive Plan Cost Reductions” has the meaning set forth in Section 7.14(a).

A-8

“Independent Expert” means a senior employee or partner at any independent, nationally recognized accounting, valuation or engineering firm, as applicable based on the nature of the relevant issue or issues, that is mutually acceptable to the Members; provided that if the Members cannot agree (a) on whether an accounting, valuation or engineering firm should be selected or (b) on the selection of such a senior employee or partner, any Member may request the American Arbitration Association sitting in New York, New York to appoint a senior employee or partner at any such accounting, engineering or other independent consultant firm to act as the Independent Expert, and such appointment will be conclusive and binding on the Members.

“Indirect Interest” has the meaning set forth in Section 10.1(a).

“Indirect Transfer” means, in respect of any Member, any indirect Transfer.

“Initial Capital Contribution” has the meaning set forth in Section 3.1(a).

“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.

“Investment Agreement” means the Investment Agreement, dated as of October 15, 2024, by and among LAC Parent, the Company and GM.

“Investor Rights Agreement” means the Amended and Restated Investor Rights Agreement, dated as of October 3, 2023, by and between LAC and GM, as may be amended, superseded or replaced.

“Issuance Notice” has the meaning set forth in Section 3.6(a).

“Joinder” means a joinder in the form attached hereto as Schedule “D”.

“JV Warrant” means that certain Warrant to Purchase Non-Voting Units issued by the Company to Lithium Nevada LLC and subsequently transferred to the DOE as of the Effective Date.

“LAC” means LAC US Corp., a Nevada corporation.

“LAC Competitor” means a Person engaged, directly or indirectly (including through any partnership, limited liability company, corporation, joint venture or similar arrangement (whether now existing or formed hereafter)), in the business of the exploration, development or operation of lithium mines, provided that the Members and their respective Affiliates will not in any event be deemed a LAC Competitor.

A-9

“LAC Guarantee” means any obligation of LAC and its Affiliates in connection with the Affiliate Guarantees (as defined in the DOE ASA).

“LAC Parent” means Lithium Americas Corp., a corporation existing under the Business Corporation Act (British Columbia) and its permitted successors and assigns.

“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.

“Legal Requirement” means any law, statute, ordinance, decree, requirement, order, treaty, proclamation, convention, rule or regulation (or interpretation of any of the foregoing) of any Governmental Authority, and the terms of any Governmental Authorization.

“Life of Mine Rights” has the meaning set forth in Section 7.11.

“Management Catch-up Amount” has the meaning set forth in Section 7.15.

“Management Services Agreement” means the Management Services Agreement dated as of the Prior Agreement Date, by and between LAC and the Company.

“Manager” means (a) as of the Effective Date, LAC, and (b) any replacement Person appointed to serve as the manager of the Company in accordance with this Agreement.

“Member” and “Members” mean GM and LAC and any other Person admitted as a transferee Member 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 Units or the dissolution, termination and liquidation of the Company.

“Member Group” means, collective, all Members who are Affiliates.

“Member Indemnitor” has the meaning set forth in Section 6.9.

“Net Incentive Plan Costs” means, for any given calendar year, the Incentive Plan Costs for such calendar year, minus the Incentive Plan Cost Reductions recognized in such calendar year.

“Non -Conflicted Member” has the meaning set forth in Section 5.4(b).

“Non-Contributing Member” has the meaning set forth in Section 3.4(a).

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“Non-Contribution Notice” has the meaning set forth in Section 3.4(b).

“Non-DefaultingMember” has the meaning set forth in Section 8.1.

“Non-Paying Member” has the meaning set forth in Section 7.15(b)(ii).

“Non-Voting Units” has the meaning set forth in Section 4.1.

“Notice of Default” has the meaning set forth in Section 8.2.

“O&M Reserve Account” has the meaning set forth in the DOE Loan.

“OFAC” means the U.S. Department of the Treasury’s Office of Foreign Assets Control.

“Officers” has the meaning set forth in Section 5.3.

“Offtake Agreement” means the form of offtake agreement for the sale of Products by or on behalf of the Company.

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

“Original Agreement” has the meaning set forth in the Recitals.

“Parent Change of Control” means any Person or group of related Persons becoming the beneficial owner (as determined under Section 13(d) under the U.S. Securities Exchange Act of 1934), directly or indirectly, of Control of GM Parent, in respect of GM, or LAC Parent, in respect of LAC.

“Participating Tag-Along Member” has the meaning set forth in Section 10.5(c).

“Parties” means, collectively, LAC and GM and their respective successors and permitted assigns.

“Permitted Transferee” means (a) any Affiliate of a Member, (b) any transferee approved by the Members and not as a result of ROFO Notice to a Third-Party Purchaser pursuant to Section 10.3, a Drag-Along Sale pursuant to Section 10.4 or a Tag-Along Sale pursuant to Section 10.5 and (c) any transferee pursuant to an exercise of Section 7.9.

“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.

“Phase 1” means phase 1 of the Project **** as described on Schedule “F”.

“Phase 2” means phase 2 of the Project **** as described on Schedule “F”.

“Preemptive Holder” has the meaning set forth in Section 3.5(a).

“Preemptive Offer” has the meaning set forth in Section 3.5(a).

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“Preemptive Offer Period” has the meaning set forth in Section 3.5(a).

“Preemptive Securities” has the meaning set forth in Section 3.5(a).

“Prior Agreement” has the meaning set forth in the Recitals.

“Prior Agreement Date” means December 20, 2024.

“Proceeding” has the meaning set forth in Section 6.1.

“Production Commencement” means the date on which each of the Restricted Payment Conditions (as defined in the DOE Loan) have been satisfied.

“Products” means any ores, concentrates, precipitates, doré, cathodes, leach solutions or any other primary, intermediate or final products or any other product containing economically recoverable minerals obtained from ore mined and removed from the Properties or from ore leached in place in or on 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” means the Thacker Pass lithium project comprised of the Properties.

“Properties” means the interests described on Schedule “B”.

“Proportionate Interest” means, at any time, for a Member, the amount (expressed as a percentage and rounded to four decimals) determined by the formula (A/B), where:

“A” is the total amount of all Units held by such Member; and

“B” is the total amount of all Units issued and outstanding;

provided, that except for purposes of determining (x) a Member’s “Proportionate Interest” for purposes of Sections 3.1 (Initial Capital Contributions; Initial Unit Issuances), 3.3 (Additional Incremental Capital Contributions) and 7.15 (Management Fees), (y) a Member’s pro rata share of the Preemptive Securities pursuant to Section 3.5 (Preemptive Rights), or (z) allocation of distributions of Available Cash pursuant to Section 9.1(a)(iv) (Regular Distributions), in no event shall “A” or “B” include any Non-Voting Units.

The Parties acknowledge that a Member’s Proportionate Interest may be recalculated from time to time in accordance with Section 3.1(c).

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“Public Company” means a company who issues its shares to the public and whose shares are listed for trading on a recognized stock exchange in any of Canada, the United States, the United Kingdom or Australia.

“Put, Call and Exchange Agreement” means that certain Put, Call and Exchange Agreement dated as of the Effective Date by and among the Company, LAC Parent, LAC, GM, and the DOE.

“Put Closing Date” means the Compliance Put Closing Date or DOE Put Closing Date, as applicable.

“Put Purchase Price” means the aggregate Compliance Put Purchase Price or DOE Put Purchase Price, as applicable.

“Qualified Operator” means an operator of mining facilities utilizing acid leaching recovery processes of a similar size, type and value as the Project (a) with a minimum of 10 years’ experience operating such facilities, (b) with the operational, technical, and management expertise, environmental and safety record, and general and regulatory experience reasonably necessary to manage and operate the Project in accordance with generally accepted industry standards, (c) that is legally authorized to function as the operator of the Project, (d) that is not a Sanctioned Person, FEOC or GM Competitor, (e) that is Creditworthy and (f) while the DOE Loan is outstanding, that is acceptable to the DOE.

“Ramp-Up Reserve Account” has the meaning set forth in the DOE Loan.

“Related Party” has the meaning set forth in Section 5.4(a).

“Related Party Matters” has the meaning set forth in Section 5.4(a).

“Renounced Business Opportunity” has the meaning set forth in Section 4.9.

“Reserve Account Capital Contribution” has the meaning set forth in Section 3.2(a).

“Restricted Party” means any (a) Sanctioned Person, (b) a FEOC, (c) other than in the context of a Transfer by GM or any of its Affiliates, a GM Competitor, or (d) other than in the context of a Transfer by LAC or any of its Affiliates, a LAC Competitor.

“Sanctioned Person” means any Person: (a) who is a restricted or prohibited Person as designated or included in any list of designated or restricted parties under any export control or economic sanctions Laws of the United States or any other applicable Sanctions Authority; (b) a Person domiciled, organized, or resident in, a Sanctioned Territory; or (c) an entity owned or controlled by any of the foregoing Persons in clauses (a) or (b) hereof.

“Sanctioned Territory” means at any time, a country or territory which is, or whose government is, the subject of Sanctions broadly prohibiting dealings with such country, territory or government (at the time of this Agreement, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, the so-called Donetsk People’s Republic and the so-called Luhansk People’s Republic).

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“Sanctions” means the economic sanctions Laws, trade embargoes, export controls or restrictive measures administered, enacted or enforced by any Sanctions Authority.

“Sanctions Authority” means the United States government and any of its agencies (including, without limitation, OFAC, BIS, the U.S. State Department and the U.S. Department of Commerce), the European Union and each of its member states, the United Nations Security Council, the United Kingdom, the Canadian government, or any other Governmental Authority with jurisdiction over the parties to this Agreement.

“SEC” means the U.S. Securities and Exchange Commission or any successor agency.

“Second DOE Loan Amendment” means that certain Omnibus Waiver, Consent Amendment No. 2, dated as of October 7, 2025, by and among Lithium Nevada LLC (formerly Lithium Nevada Corp.), LAC Parent, 1339480 B.C. Ltd., LAC, the Company, Lithium Nevada Projects LLC, Citibank, N.A., as collateral agent for the Secured Parties, and the DOE.

“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.

“Securities Laws” **** means all applicable Laws promulgated by any securities regulatory authorities, including the SEC.

“Selling Member” has the meaning set forth in Section 10.3(a).

“Specified Approval” means Board Approval, and (i) for so long as GM and its Affiliates collectively hold at least 10% of the outstanding Units (excluding Non-Voting Units), either (a) the approval of at least one GM Designee, if any, as part of such Board Approval, or (b) if GM has not appointed any GM Designee but has the right to do so, the approval of GM as a Member, (ii) for so long as LAC and its Affiliates collectively hold at least 10% of the outstanding Units (excluding Non-Voting Units), either (a) the approval of at least one LAC Designee, if any, as part of such Board Approval, or (b) if LAC has not appointed any LAC Designee but has the right to do so, the approval of LAC as a Member, and (iii) for each other Member holding at least 25% of the outstanding Units (excluding Non-Voting Units), either (a) the approval of at least one Director appointed by such Member, if any, as part of such Board Approval or (b) if such Member has not appointed any Directors but has the right to do so, the approval of such Member as a Member.

“Specified Offtake Agreement” means any Offtake Agreement that (i) has pricing terms (including any discounts, rebates, floors, ceilings, credit terms, and any other term that affects net price) that, taken in the aggregate, results in a price payable that is greater than the price in any Offtake Agreement with GM or its Affiliates, (ii) does not involve any non-cash consideration being provided to the Company or any Subsidiary, (iii) has an aggregate term (including any renewal periods) that is less than ten (10) years, (iv) does not contain a “most favored nations” or substantially similar provision, (v) does not contain

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any provision that limits or restricts the ability of the Company Group to enter into or engage in any market or line of business, that establishes an exclusive sale or purchase obligation of the Company Group with respect to any product or service or any geographic location or that otherwise contains any covenant regarding non-competition or non-solicitation restricting the Company Group or (vi) (A) does not involve or is not entered into in connection with (1) any cash or other consideration being provided to LAC or any of its other Affiliates or (2) any other contract, agreement or transaction to which LAC or any of its Affiliates is a party or (B) is not entered into with a third party that is a counterparty to (or becoming a counterparty to) any other material contracts between LAC or any of its Affiliates, on the one hand, and such third party or any of its Affiliates, on the other hand.

“Subject Units” has the meaning set forth in Section 10.3(a).

“Subsidiary” means, with respect to any Person: (a) any corporation, partnership, limited liability company or other business entity of which a majority of the equity interests entitled to vote under ordinary circumstances in the election of directors (or in the selection of any other similar governing body in the case of an entity other than a corporation) are at the time owned or Controlled by such Person or by one or more of the other direct or indirect Subsidiaries of such Person or a combination thereof (regardless of whether, at the time, equity interests of any other class or classes shall have, or might have, voting power by reason of the occurrence of any contingency); (b) a partnership in which such Person or any direct or indirect Subsidiary of such Person is a general partner; or (c) a limited liability company in which such Person or any direct or indirect Subsidiary of such Person is a managing member or manager.

“Subsidiary Borrower” means Lithium Nevada LLC.

“Supermajority Approval” means Board Approval, and (i) for so long as GM and its Affiliates collectively hold at least 10% of the outstanding Units (excluding Non-Voting Units), either (a) the approval of at least one GM Designee, if any, as part of such Board Approval, or (b) if GM has not appointed any GM Designee but has the right to do so, the approval of GM as a Member, (ii) for so long as LAC and its Affiliates collectively hold at least 10% of the outstanding Units (excluding Non-Voting Units), either (a) the approval of at least one LAC Designee, if any, as part of such Board Approval, or (b) if LAC has not appointed any LAC Designee but has the right to do so, the approval of LAC as a Member, and (iii) for each other Member holding at least 10% of the outstanding Units (excluding Non-Voting Units), either (a) the approval of at least one Director appointed by such Member, if any, as part of such Board Approval or (b) if such Member has not appointed any Directors but has the right to do so, the approval of such Member as a Member.

“SustainingCapex Reserve Account” has the meaning set forth in the DOE Loan.

“Sustaining Expense” has the meaning set forth in Section 7.4.

“Tag-Along Member” has the meaning set forth in Section 10.5(a).

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“Tag-Along Notice” has the meaning set forth in Section 10.5(b).

“Tag-AlongSale” has the meaning set forth in Section 10.5(a).

“Tag-Along Transferee” has the meaning set forth in Section 10.5(a).

“Tag-Along Unit Price” has the meaning set forth in Section 10.5(b).

“Third Party” has the meaning set forth in Section 10.3(c).

“Transfer” means any, direct or indirect, voluntary or involuntary, sale, assignment, transfer, conveyance, exchange, bequest, devise, gift, pledge, hypothecation or other encumbrance, or any other disposition or alienation (in each case, with or without consideration, by operation of law (including by merger or consolidation) or otherwise) of any rights, interests or obligations with respect to the Units held by a Member or the JV Warrant held by the Holder (as defined in the JV Warrant).

“Transferred” and “Transferring” shall have correlative meanings. Notwithstanding the foregoing, a Transfer of a Member’s Units due to the occurrence of a sale (whether by merger, amalgamation, consolidation, other similar business combination, purchase of equity interests or otherwise) of any Member’s Public Company Controlling parent, or the sale of all or substantially all of the assets of any Member’s Public Company Controlling parent, to a Third Party, shall not constitute a Transfer of such Units.

“Underfunded Amount” has the meaning set forth in Section 3.4(a).

“Underlying Agreement” means any agreement to which the Company Group is a party or which contain unperformed, ongoing or surviving obligations or liabilities of any party.

“Unit” means a membership interest in the Company representing a fractional part of the limited liability company interests in the Company of all the Members; provided, however, that any series or group of Units issued shall have the relative rights, powers and duties set forth in this Agreement and the equity interest represented by such series or group of Units shall be determined in accordance with such relative rights, powers and duties set forth in this Agreement.

“U.S. GAAP” means the United States generally accepted accounting principles in effect from time to time.

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SCHEDULE “B”

PROPERTIES

[***]

B-1

SCHEDULE “C”

MEMBERS

[Seeattached.]

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SCHEDULE “D”

JOINDER TO THE LIMITED LIABILITY COMPANY AGREEMENT^1^

The undersigned hereby agrees to become a party to, as a Member, and agrees to be bound the terms of, the Second Amended and Restated Limited Liability Company Agreement, dated as of the 30th day of January, 2026 (the “Agreement”), by and among Lithium Nevada Ventures **** LLC, a Delaware limited liability company (the “Company”), and the Members of the Company and the undersigned hereby authorizes the Company (i) to attach this Counterpart Signature Page to such Agreement and (ii) to add the name of the undersigned to the books and records of the Company.

Dated as of: _____________

Print Name of Member
Signature of Member

If Member is an entity:

Print Name of Authorized Person Signing
Title of Authorized Person Signing
^1^	If there is a Transfer of Indirect Interests or a Transfer to a Wholly-Owned Subsidiary, this Joinder to be<br>modified accordingly. Additionally, if there is a new Manager who is not a Member, this Joinder to be modified accordingly. If the name of the Company changes, this Joinder to be modified accordingly.<br>
---	---

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SCHEDULE “E”

TAX MATTERS

This Schedule “E” shall govern the relationship of the Members and the Company with respect to tax matters and the other matters addressed in this Schedule “E”. Capitalized terms used but not defined herein shall have the meaning described in the Agreement. The following terms have the definitions hereinafter indicated whenever used in this Schedule “E”:

“Adjusted Capital Account” means the Capital Account maintained for each Member, (a) increased by any amounts that such Member is obligated to restore or is treated as obligated to restore under Treasury Regulation Sections 1.704-1(b)(2)(ii)(c), 1.704-2(g)(1) and 1.704-2(i)(5), and (b) decreased by any amounts described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) with respect to such Member. The definition is intended to comply with the provisions of Treasury Regulation Sections 1.704-1(b)(2)(ii)(d) and 1.704-2 and shall be interpreted consistently therewith.

“Allocation Period” **** means the period (a) commencing on the Prior Agreement Date or, for any Allocation Period other than the first Allocation Period, the day following the end of a prior Allocation Period, and (b) ending (i) on the last day of each fiscal year; (ii) the day preceding any day in which an adjustment to the Book Value of the Company’s properties pursuant to clauses (b)(i), (b)(ii), (b)(iii) or (b)(v) of the definition of Book Value occurs; (iii) immediately after any day in which an adjustment to the Book Value of the Company’s properties pursuant to clause (b)(iv) of the definition of Book Value occurs; or (iv) on any other date determined by the Board of Directors with Specified Approval.

“Book Value” means, with respect to any property of the Company, such property’s adjusted basis for U.S. federal income tax purposes, except as follows:

(a) The initial Book Value of any property contributed by a Member to the Company shall be the fair market value of such property as of the date of such contribution.

(b) The Book Values of all properties shall be adjusted to equal their respective fair market values in connection with (i) the acquisition of an interest (or additional interest) in the Company by any new or existing Member in exchange for more than a de minimis Capital Contribution to the Company or in exchange for the performance of more than a de minimis amount of services to or for the benefit of the Company; (ii) the distribution by the Company to a Member of more than a de minimis amount of property as consideration for an interest in the Company; (iii) the liquidation of the Company within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(g)(1); (iv) the acquisition of an interest in the Company by any new or existing Member upon the exercise of a non-compensatory option in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(s); or (v) any other event to the extent determined by the Board of Directors to be permitted and necessary to properly reflect Book Values in accordance with the standards set forth in Treasury Regulation Section 1.704-1(b)(2)(iv)(q); provided, however, that

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adjustments pursuant to clauses (b)(i), (b)(ii) and (b)(iv) above shall be made only if the Board of Directors reasonably determines with Specified Approval that such adjustments are necessary or appropriate to reflect the relative economic interests of the Members in the Company. If any non-compensatory options are outstanding upon the occurrence of an event described in clauses (b)(i) through (b)(v) above, the Company shall adjust the Book Values of its properties in accordance with Treasury Regulation Sections 1.704-1(b)(2)(iv)(f)(1) and 1.704-1(b)(2)(iv)(h)(2).

(c) The Book Value of property distributed to a Member shall be adjusted to equal the fair market value of such property as of the date of such distribution.

(d) The Book Value of all property shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such property pursuant to Code Section 734(b) (including any such adjustments pursuant to Treasury Regulation Section 1.734-2(b)(1)), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m) and clause (g) of the definition of Profits or Losses or Section 3.2(h); provided, however, that the Book Value of property shall not be adjusted pursuant to this clause (d) to the extent that the Board of Directors reasonably determines with Specified Approval an adjustment pursuant to clause (b) is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this clause (d).

(e) If the Book Value of property has been determined or adjusted pursuant to clauses (a), (b) or (d) of this definition, such Book Value shall thereafter be adjusted by the Depreciation taken into account with respect to such property for purposes of computing Profits, Losses and other items allocated pursuant to Article III.

“Credit Transfer Document” means the definitive documentation of any Credit Transfer Transaction, including, but not limited to, any transfer election statement, credit transfer certificate and credit transfer agreement.

“Credit Transfer Member” means, with respect to PTCs transferred by the Company for a taxable year or Credit Transfer Proceeds received in exchange therefor, (i) GM in respect of a GM Credit Transfer Transaction, and (ii) LAC in respect of a LAC Credit Transfer Transaction.

“Credit Transfer Preliminary Agreement” means any non-disclosure agreement, exclusivity agreement, or other preliminary agreement entered into by the Company or the potential Credit Transfer Member and one or more potential Credit Transferees in contemplation of a Credit Transfer Transaction or non-disclosure agreement, participation agreement or other brokerage agreement entered into with any Person agreeing to help facilitate Credit Transfer Transactions by the Company.

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“Credit Transfer Proceeds” means all proceeds received by the Company in consideration of the transfer of a portion of the PTCs of the Company pursuant to a Credit Transfer Transaction.

“Credit TransferTransaction” means, as applicable, a GM Credit Transfer Transaction or an LAC Credit Transfer Transaction.

“CreditTransferee” means a Person to whom the Company elects to transfer a portion of the PTCs of the Company pursuant to a Credit Transfer Transaction who is eligible to be treated as a “transferee taxpayer” within the meaning of such term in Section 6418(a) of the Code.

“Depreciation” means, for each Allocation Period an amount equal to the depreciation, amortization or other cost recovery deduction allowable for U.S. federal income tax purposes with respect to property for such Allocation Period, except that (a) with respect to any such property the Book Value of which differs from its adjusted tax basis for U.S. federal income tax purposes and which difference is being eliminated by use of the “remedial method” pursuant to Treasury Regulation Section 1.704-3(d), Depreciation for such Allocation Period shall be the amount of book basis recovered for such Allocation Period under the rules prescribed by Treasury Regulation Sections 1.704-3(d)(2) and (b) with respect to any other such property the Book Value of which differs from its adjusted tax basis at the beginning of such Allocation Period, Depreciation shall be an amount which bears the same ratio to such beginning Book Value as the U.S. federal income tax depreciation, amortization or other cost recovery deduction for such Allocation Period bears to such beginning adjusted tax basis; provided, however, that if the adjusted tax basis of any property at the beginning of such Allocation Period is $0.00, Depreciation with respect to such property shall be determined with reference to such beginning value using any reasonable method selected by the Board of Directors.

“Direct Pay Distribution Amount” means an amount equal to the sum of (a) all proceeds received by the Company in connection with any payment from the IRS to the Company pursuant to Section 6417(c)(1)(A) of the Code and Treasury Regulations Section 1.6417-4(c)(1)(i) and (b) the amount of any reduction to any such payment referred to in the parenthetical in Treasury Regulations Section 1.6417-4(c)(1)(i).

“Direct Pay Election” means an election under Sections 6417(c)(1) and (d)(1)(D) of the Code and an elective payment election under Treasury Regulations Sections 1.6417-2(b) and 1.6417-3.

“Direct Pay Proceeds” means all proceeds received by the Company in connection with any payment from the IRS to the Company pursuant to Section 6417(c)(1)(A) of the Code and Treasury Regulations Section 1.6417-4(c)(1)(i).

“GM Credit Transfer Transaction” means a transaction pursuant to which GM, as the Credit Transfer Member, causes the Company to elect to transfer a portion of the PTCs of the Company to one or more transferees in exchange for cash pursuant to Section 6418 of the Code.

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“GM’s Eligible Credit Amount” means, for any taxable year, the eligible credit amount arising from PTCs, for purposes of Treasury Regulations Section 1.6418-3(b)(2)(i), in respect of GM for such taxable year.

“GM PTC Proceeds Escrow Account” has the meaning set forth in Section 5.3(a).

“IRS” means the United States Internal Revenue Service. “LAC Credit Transfer Transaction” means a transaction pursuant to which LAC, as the Credit Transfer Member, causes the Company to elect to transfer a portion of the PTCs of the Company to one or more transferees in exchange for cash pursuant to Section 6418 of the Code.

“LAC’s Eligible Credit Amount” means, for any taxable year, the eligible credit amount arising from PTCs, for purposes of Treasury Regulations Section 1.6418-3(b)(2)(i), in respect of GM for such taxable year.

“LAC PTC Proceeds Escrow Account” has the meaning set forth in Section 5.3(a).

“Profits” or “Losses” means, for each Allocation Period, an amount equal to the Company’s taxable income or loss for such period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments (without duplication):

(a) any income of the Company that is exempt from U.S. federal income tax and not otherwise taken into account in computing Profits and Losses pursuant to this definition of “Profits” or “Losses” shall be added to such taxable income or loss;

(b) any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this definition of “Profits” or “Losses,” shall be subtracted from such taxable income or loss;

(c) in the event the Book Value of any asset is adjusted pursuant to clause (b) or clause (c) of the definition of Book Value, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Book Value of the asset) or an item of loss (if the adjustment decreases the Book Value of the asset) from the disposition of such asset and shall, except to the extent allocated pursuant to Section 3.2, be taken into account for purposes of computing Profits or Losses;

(d) gain or loss resulting from any disposition of property with respect to which gain or loss is recognized for U.S. federal income tax purposes shall be computed by reference to the Book Value of the property disposed of, notwithstanding that the adjusted tax basis of such property differs from its Book Value;

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(e) in lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation;

(f) to the extent an adjustment to the adjusted tax basis of any asset pursuant to Code Section 734(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account balances as a result of a distribution other than in liquidation of a Member’s interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or an item of loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses; and

(g) any items that are allocated pursuant to Section 3.2 shall not be taken into account in computing Profits and Losses, but the amounts of the items of income, gain, loss or deduction available to be specially allocated pursuant to Section 3.2 will be determined by applying rules analogous to those set forth in clauses (a) through (g) above.

“PTC” means the advanced manufacturing production credit, as defined in Section 45X of the Code.

“PTC Proceeds Escrow Accounts” has the meaning set forth in Section 5.3(a).

“Release Date” has the meaning set forth in the DOE Loan.

“Required Minimum Documentation” has the meaning set forth in Treasury Regulations Section 1.6418-2(b)(5)(iv).

“Revenue Account” has the meaning set forth in the DOE Loan.

“Revocation Election” means any revocation election under Section 6417(d)(1)(D)(ii)(II) of the Code and Treasury Regulations Sections 1.6417-2(b)(4)(iii) and 1.6417-3(e)(3)(ii).

“Tax-Exempt Entity” shall mean (a) an organization that is exempt from tax imposed by chapter 1 of the Code; (b) the United States or any possession thereof, any State (including the District of Columbia) or political subdivision thereof, any international organization (as defined in Section 7701(a)(18) of the Code), or any agency or instrumentality of the foregoing; (c) any non-United States person or entity; (d) any Indian tribal government described in Section 7701(a)(40) of the Code; (e) any “tax-exempt controlled entity” as defined in Section 168(h)(6)(F)(iii) of the Code; and (f) any pass-through entity for U.S. federal income tax purposes whose direct or indirect owners are described in clause (a), (b), (c), (d) or (e); provided, however, that any such Person described in clauses (a) – (f) shall not be considered a Tax-Exempt Entity to the extent that (i) (A) the exception under Section 168(h)(1)(D) of the Code applies with respect to the income from the Company for that Person, or (B) the Person is described within clause (c) of this definition, and the exception under Section 168(h)(2)(B)(i) of the Code applies with respect to the income from the Company for that Person and (ii) the Board of Directors determines the exceptions described in clause (i) are permitted to be utilized in connection with the Project.

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“Treasury Regulations” means the final or temporary regulations promulgated by the United States Department of the Treasury under the Code.

ARTICLE I

PARTNERSHIP REPRESENTATIVE

1.1 Designation. The Board of Directors shall appoint the Company’s partnership representative under Section 6223 of the Code (the “Partnership Representative”) and the following shall apply:

(a) The initial Partnership Representative shall be Manager. If the Partnership Representative is an entity, the Partnership Representative shall appoint a “designated individual” within the meaning of Treasury Regulation Section 301.6223-1 (the “Designated Individual”) to act on the entity’s behalf and such Designated Individual shall be entitled to exercise all rights and powers granted to the Partnership Representative under this Agreement.

(b) The Partnership Representative is hereby authorized to take such actions and to execute and file all statements and forms on behalf of the Company that are approved by the Manager and are permitted or required by Sections 6221 through 6241 of the Code (together with any final or temporary Treasury Regulations, Revenue Rulings, and case law interpreting such sections of the Code and any analogous provision of state, local or non-U.S. law), including a “push-out” election under Section 6226 of the Code or any analogous election under state, local or non-U.S. tax law or in connection with any other tax proceeding. The Partnership Representative shall inform Members as to the status of any material tax proceeding involving the Company. Each Member shall cooperate with the Partnership Representative and do or refrain from doing any or all things requested by the Partnership Representative and approved by the Manager (including paying any and all resulting taxes, additions to tax, penalties and interest in a timely fashion) in connection with any examination of the Company’s affairs by any federal, state, or local tax authorities, including resulting administrative and judicial proceedings. No Member shall have any claim against the Partnership Representative or the Company for any actions taken (or any failures to take action) by such Persons in good faith. All reasonable, documented costs and expenses incurred by the Partnership Representative in connection with its duties, including the preparation for or pursuance of administrative or judicial proceedings, shall be paid by the Company.

ARTICLE II

PARTNERSHIP TAX STATUS; TAX ELECTIONS AND RETURNS

2.1 Partnership Tax Status. It is the intention of the Members that the Company be classified as a partnership for U.S. federal income tax purposes. Unless otherwise approved by the Board of Directors with Specified Approval, neither the Company nor any Member shall make an election for the Company to be excluded from the application of the provisions of subchapter K of chapter 1 of subtitle A of the Code or any similar provisions of applicable state law; provided, however, that nothing in this Agreement shall be deemed to create a partnership for any other purpose.

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2.2	Tax Elections.

(a) Required Company Elections. On the appropriate forms or tax returns the Company shall:

(i) adopt the calendar year as the Company’s fiscal year, if permitted under the Code;

(ii) adopt the accrual method of accounting for U.S. federal income tax purposes; and

(iii) elect to amortize the organizational expenses of the Company as permitted by Code Section 709(b).

(b) Other Company Elections. Elections required or permitted to be made by the Company under the Code or any state tax law shall be made as determined by the Board of Directors; provided that, notwithstanding anything to the contrary contained in this Agreement, the following elections or actions with respect to the Company or any Subsidiary, as applicable, shall require Specified Approval: (i) the making of any election to treat the Company as an entity other than a “partnership” for U.S. federal, state or local income tax purposes or the taking of any other action that would cause the Company to be treated as an entity other than a “partnership” for U.S. federal, state or local income tax purposes; (ii) the making of any election to treat Subsidiaries formed or organized within the United States or any political subdivision thereof as not disregarded as separate from their owner; (iii) the adoption of a method of accounting which is not the accrual method of accounting or a change in any material method of accounting previously adopted, unless required by Law; (iv) the adoption of a taxable year, consistent with Section 706 of the Code; and (v) the making of any election to adopt a tax allocation method for purposes of Section 3.4 other than the traditional method under Section 1.704-3(b) of the Treasury Regulations with respect to property of the Company or any Subsidiary.

2.3 Tax Returns 2.4 . The Company shall prepare and timely file all U.S. federal, state, local and foreign tax and information returns required to be filed by the Company. Unless otherwise determined by the Board of Directors, any income tax return of the Company shall be prepared by an independent certified public accounting firm selected by the Board of Directors. Each Member shall furnish to the Company all pertinent information in its possession relating to the Company’s operations that is reasonably necessary to enable the Company’s tax returns to be timely prepared and filed. The Company shall deliver to each Member as soon as applicable after the end of each calendar year, but in any event before August 31 of the subsequent year, an IRS Schedule K-1 together with such additional information as may be required by the Members (or their owners) in order to file their individual returns reflecting the Company’s operations. The Company shall also use commercially reasonable efforts to (a) provide the Members with an estimate of its share of the Company’s taxable income for each fiscal year by January 31 of the subsequent fiscal year, including an estimate of state and local apportionment information and (b) cause an estimated IRS Schedule K-1 or any successor form to be prepared and delivered to the Members for each fiscal year by March 31 of the subsequent fiscal year, including any appropriate state and local apportionment information. The Company shall bear the costs of the preparation and filing of such Company tax returns and forms.

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ARTICLE III

ALLOCATIONS OF PROFITS AND LOSSES

3.1 Allocations of Profits and Losses. After giving effect to the allocations under Section 3.2, Profits and Losses (and to the extent determined necessary and appropriate by the Board of Directors to achieve the resulting Capital Account balances described below, any allocable items of gross income, gain, loss and expense includable in the computation of Profits and Losses) for each Allocation Period shall be allocated among the Members during such Allocation Period, in such a manner as shall cause the Capital Accounts of the Members (as adjusted to reflect all allocations under Section 3.2 and all distributions through the end of such Allocation Period) to equal, as nearly as possible, (a) the amount such Members would receive if all assets of the Company on hand at the end of such Allocation Period were sold for cash equal to their Book Values, all liabilities of the Company were satisfied in cash in accordance with their terms (limited in the case of non-recourse liabilities to the Book Value of the property securing such liabilities) and all remaining or resulting cash were distributed to the Members under Section 8.1 of the Agreement, minus (b) such Member’s share of Minimum Gain and Member Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets, and the amount any such Member is treated as obligated to contribute to the Company, computed immediately after the hypothetical sale of assets.

3.2 Special Tax Allocations. The following allocations shall be made in the following order:

(a) Nonrecourse deductions within the meaning of Treasury Regulation Section 1.704-2(b)(1) (“Nonrecourse Deductions”) shall be allocated to the Members as determined by the Board of Directors, to the extent permitted by the Treasury Regulations.

(b) Partner nonrecourse deductions (within the meaning of Treasury Regulation Section 1.704-2(i)(1)) (“Member Nonrecourse Deductions”) attributable to Member Nonrecourse Debt (as defined below) shall be allocated to the Members bearing the economic risk of loss (within the meaning of Treasury Regulation Section 1.752-2(a)) for such member nonrecourse debt as determined under Treasury Regulation Section 1.704-2(b)(4) (“Member Nonrecourse Debt”). If more than one Member bears the economic risk of loss for such Member Nonrecourse Debt, the Member Nonrecourse Deductions attributable to such Member Nonrecourse Debt shall be allocated among the Members according to the ratio in which they bear the economic risk of loss. This Section 3.2(b) is intended to comply with the provisions of Treasury Regulation Section 1.704-2(i) and shall be interpreted consistently therewith.

(c) Notwithstanding any other provision hereof to the contrary, if there is a net decrease in partnership minimum gain within the meaning of Treasury Regulation Section 1.704-2(b)(2) and 1.704-2(d) (“Minimum Gain”) for an Allocation Period (or if there was a net decrease in Minimum Gain for a prior Allocation Period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 3.2(c)), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the net decrease in such Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(g)(2)). This Section 3.2(c) is intended to constitute a minimum gain chargeback under Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.

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(d) Notwithstanding any provision hereof to the contrary except Section 3.2(c) (dealing with Minimum Gain), if there is a net decrease in partnership nonrecourse debt minimum gain within the meaning of Treasury Regulation Section 1.704-2(i)(2) (“Member Nonrecourse Debt Minimum Gain”) for an Allocation Period (or if there was a net decrease in Member Nonrecourse Debt Minimum Gain for a prior Allocation Period and the Company did not have sufficient amounts of income and gain during prior periods to allocate among the Members under this Section 3.2(d)), items of income and gain shall be allocated to each Member in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain (as determined pursuant to Treasury Regulation Section 1.704-2(i)(4)). This Section 3.2(d) is intended to constitute a partner nonrecourse debt minimum gain chargeback under Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(e) Notwithstanding any provision hereof to the contrary except Sections 3.2(a) and 3.2(b), no Losses or other items of loss or expense shall be allocated to any Member to the extent that such allocation would cause such Member to have a deficit balance in its Adjusted Capital Account (or increase any existing deficit balance in its Adjusted Capital Account) at the end of such Allocation Period. All Losses and other items of loss and expense in excess of the limitation set forth in this Section 3.2(e) shall be allocated to the Members who do not have a deficit balance in their Adjusted Capital Accounts in proportion to their relative positive Adjusted Capital Accounts but only to the extent that such Losses and other items of loss and expense do not cause any such Member to have a deficit in its Adjusted Capital Account.

(f) Notwithstanding any provision hereof to the contrary except Sections 3.2(c) and 3.2(d), a Member who unexpectedly receives an adjustment, allocation or distribution described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6) shall be allocated items of income and gain (consisting of a pro rata portion of each item of income, including gross income, and gain for the Allocation Period) in an amount and manner sufficient to eliminate any deficit balance in such Member’s Adjusted Capital Account as quickly as possible; provided, however, that an allocation pursuant to this Section 3.2(f) shall be made only if and to the extent that such Member would have a deficit Adjusted Capital Account balance after all other allocations provided for in this Article III have been tentatively made as if this Section 3.2(f) were not in this Agreement. This Section 3.2(f) is intended to constitute a qualified income offset under Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(g) In the event that any Member has a deficit balance in its Adjusted Capital Account at the end of any Allocation Period, such Member shall be allocated items of Company gross income and gain in the amount of such deficit as quickly as possible; provided, however, that an allocation pursuant to this Section 3.2(g) shall be made only if and to the extent that such Member would have a deficit balance in its Adjusted Capital Account after all other allocations provided for in this Article III have been tentatively made as if Section 3.2(f) and this Section 3.2(g) were not in this Schedule “E”.

(h) To the extent an adjustment to the adjusted tax basis of any Company properties pursuant to Code Section 734(b) (including any such adjustments pursuant to Treasury Regulation Section 1.734-2(b)(1)) is required pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as the result of a distribution to any Member in complete liquidation of such Member’s

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Units, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be allocated to the Members in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(2) if such Treasury Regulation section applies, or to the Member to whom such distribution was made if Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4) applies.

(i) Items of income, gain, loss, expense or credit resulting from a covered audit adjustment resulting in an “imputed underpayment” as described in Section 6225(b) of the Code or any analogous provision of state or local law shall be allocated to the Members in accordance with the applicable provisions of Sections 6221 through 6241 of the Code (together with any Treasury Regulations, Revenue Rulings, and case law interpreting such sections of the Code and any analogous provision of state, local or non-U.S. law).

(j) To the extent there is a reduction in the total cost recovery deductions available to the Company in any fiscal year as a result of the application of Section 168(h) of the Code in connection with any Member that is a Tax-Exempt Entity, each Member that is not a Tax-Exempt Entity shall be specially allocated an amount of depreciation equal to the amount such Member would have received if Section 168(h) of the Code did not apply to the Company to the extent permitted by applicable Law.

3.3 Income Tax Allocations.

(a) All items of income, gain, loss and deduction for U.S. federal income tax purposes shall be allocated in the same manner as the corresponding item is allocated pursuant to Section 3.1 or 3.2, except as otherwise provided in this Section 3.3 or Section 3.4.

(b) In accordance with the principles of Code Section 704(c) and the Treasury Regulations thereunder (including the Treasury Regulations applying the principles of Code Section 704(c) to changes in Book Values), income, gain, deduction and loss with respect to any Company property having a Book Value that differs from such property’s adjusted U.S. federal income tax basis shall, solely for U.S. federal income tax purposes, be allocated among the Members in order to account for any such difference using the “traditional method” under Treasury Regulations Section 1.704-3(b) or such other method or methods as determined by the Board of Directors to be appropriate and in accordance with the applicable Treasury Regulations.

(c) Any (i) recapture of depreciation or any other item of deduction (including, to the extent applicable, recapture of exploration expenses under Section 617(b)(1)(A) of the Code and any disallowance of depletion under Section 617(b)(1)(B) of the Code) shall be allocated, in accordance with Treasury Regulation Sections 1.1245-1(e) and 1.1254-5, to the Members who received the benefit of such deductions and (ii) recapture of grants or credits shall be allocated to the Members in accordance with applicable law.

(d) Tax credits of the Company shall be allocated among the Members as provided in Treasury Regulation Sections 1.704-1(b)(4)(ii) and 1.704-1(b)(4)(viii).

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(e) Allocations pursuant to this Section 3.3 are solely for purposes of U.S. federal, state and local taxes and, except as otherwise specifically provided, shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, other items or distributions pursuant to any provision of this Agreement.

(f) If, as a result of an exercise of a non-compensatory option to acquire an interest in the Company, a Capital Account reallocation is required under Treasury Regulation Section 1.704-1(b)(2)(iv)(s)(3), the Company shall make corrective allocations pursuant to Treasury Regulation Section 1.704-1(b)(4)(x).

3.4 Depletion Deductions. Excess percentage depletion deductions with respect to depletable property shall be allocated to the Members in accordance with the allocation of gross income from the property (as determined under Section 613(c) of the Code) from which such deductions are derived in accordance with Treasury Regulation Section 1.704-1(b)(4)(iii). The term “excess percentage depletion” shall mean the excess, if any, of deductions for percentage depletion as determined under Section 613 of the Code over the adjusted tax basis of the depletable property.

ARTICLE IV

CAPITAL ACCOUNTS

4.1 Capital Accounts. A separate Capital Account shall be established and maintained for each Member.

(a) Maintenance of Capital Accounts. Each Member’s Capital Account shall be maintained in accordance with the provisions of Treasury Regulation Section 1.704 1(b)(2)(iv). Each Member’s Capital Account (1) shall be increased by (a) the amount of money contributed by such Member to the Company, (b) the initial Book Value of property contributed by such Member to the Company (net of liabilities secured by the contributed property that the Company is considered to assume, or take subject to, under Code Section 752), (c) allocations to such Member of Profits pursuant to Section 3.1 and any other items of income or gain allocated to such Member pursuant to Section 3.2, and (d) any other increases allowed or required by Treasury Regulation Section 1.704-1(b)(2)(iv); and (2) shall be decreased by (a) the amount of money distributed to such Member by the Company, (b) the Book Value of property distributed to such Member by the Company (net of liabilities secured by the distributed property that such Member is considered to assume, or take subject to, under Code Section 752), (c) allocations to such Member of Losses pursuant to Section 3.1 and any other items of loss or deduction allocated to such Member pursuant to Section 3.2, and (d) any other decreases allowed or required by Treasury Regulation Section 1.704-1(b)(2)(iv).

(b) Transfer of Interest. If any interest in the Company is Transferred, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the Transferred interest in accordance with the provisions of Treasury Regulation Section 1.704-1(b)(2)(iv)(l).

(c) No Obligation to Restore. Except as otherwise required by applicable law, no Member shall have any liability to restore all or any portion of a deficit balance in such Member’s Capital Account.

4.2 Fair Market Values. For purposes of this Schedule “E”, the fair market values of any Assets as of the time of determination shall be determined by the Board of Directors after consulting the Company’s independent certified public accountants or other valuation experts as chosen in the discretion of the Board of Directors.

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4.3 Modifications. This Article IV and the other provisions of this Schedule “E” relating to the maintenance of Capital Accounts and allocations of items of Profits and Losses are intended to comply with Treasury Regulation Section 1.704-1(b), and shall be interpreted and applied in a manner consistent with those Treasury Regulations. If the Board of Directors determines that it is prudent to modify the manner in which Capital Accounts, or any increases or decreases to Capital Accounts, are computed in order to comply with such Treasury Regulations, then the Board of Directors may make such prudent modifications if the modifications are not likely to have a material effect on the amount distributable to any Member upon liquidation of the Company under Section 9.2 of the Agreement.

ARTICLE V

IRA TAX CREDITS

5.1 Credit Transfers.

(a) For each taxable year for which a Direct Pay Election has not been determined to be made or is no longer in effect for a particular facility pursuant to Section 5.2(a), but subject to Section 5.1(i), GM shall determine, in its sole discretion, the portion of GM’s Eligible Credit Amount to be transferred in a GM Credit Transfer Transaction, and the portion of GM’s Eligible Credit Amount to be retained and allocated to GM, pursuant to Treasury Regulation Section 1.6418-3(b)(2).

(b) For each taxable year for which a Direct Pay Election has not been determined to be made or is no longer in effect for a particular facility pursuant to Section 5.2(a), but subject to Section 5.1(i), LAC shall determine, in its sole discretion, the portion of LAC’s Eligible Credit Amount to be transferred in a LAC Credit Transfer Transaction and the portion to be retained and allocated to LAC, pursuant to Treasury Regulation Section 1.6418-3(b)(2).

(c) For each taxable year for which a Direct Pay Election has not been determined to be made or is no longer in effect for a particular facility pursuant to Section 5.2(a) and subject to Section 5.1(i), if any portion of the Company’s PTCs could be considered an eligible credit amount of the DOE under Treasury Regulation Section 1.6418-3(b)(2)(i), such amount will be deemed to constitute GM’s Eligible Credit Amount and LAC’s Eligible Credit Amount in proportion to GM’s Eligible Credit Amount and LAC’s Eligible Credit Amount determined without application of this Section 5.1(c).

(d) Notwithstanding any provision of this Agreement to the contrary and subject to Section 5.1(j), the Credit Transfer Member, in its sole discretion and at its own expense, shall have the authority to act on behalf of the Company and bind the Company (and cause the Company to bind any Subsidiary), without the need for approval by or any consent from any other Member, or the Board of Directors or Partnership Representative, with respect to all matters related to a Credit Transfer Transaction, including: (i) the decision as to whether to enter into any Credit Transfer Transaction, (ii) the selection of the Credit Transferee or Credit Transferees for any Credit Transfer Transaction; (iii) the determination of the amount of PTCs to transfer for any applicable

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year, subject to Sections 5.1(a) or (b), as applicable; (iv) all communications and negotiations regarding a potential Credit Transfer Transaction with any potential Credit Transferee or its affiliates or representatives; and (v) all decisions as to whether to enter into any Credit Transfer Preliminary Agreement, provided, that any potential Credit Transferee must agree to be bound by the terms of Section 13.1 of this Agreement (determined as if PTCs were assets of the Credit Transfer Member) prior to receiving any Confidential Information; (vi) the terms and drafting of any letter of intent, memorandum of understanding, term sheet, or other non-binding document transmitted to or entered into with one or more potential Credit Transferees in contemplation of a Credit Transfer Transaction; (vii) the terms of any Credit Transfer Transaction; (viii) the drafting of any Credit Transfer Document; (ix) all decisions as to whether to amend a Credit Transfer Preliminary Agreement or Credit Transfer Document following execution, and the terms and definitive documentation of any such amendment; (x) the obtainment of any tax opinion from the Credit Transfer Member’s counsel in connection with a Credit Transfer Transaction; (xi) the procurement of tax insurance coverage in favor of any Credit Transferee, Affiliate of a Credit Transferee, the Company or the Credit Transfer Member in connection with a Credit Transfer Transaction; (xii) in the case of GM, the establishment of the GM PTC Proceeds Escrow Account, as set forth in Section 5.3(a); (xiii) in the case of LAC, the establishment of the LAC PTC Proceeds Escrow Account, as set forth in Section 5.3(a); and (xiv) defending against any claims asserted against the Company or any Subsidiary arising from a Credit Transfer Transaction or Credit Transfer Preliminary Agreement.

(e) Notwithstanding any provision of this Agreement to the contrary, the Company (acting through the Partnership Representative, as required) shall take the following actions related to a Credit Transfer Transaction, in accordance with any direction provided by the Credit Transfer Member: (i) making any elections under Section 6418 of the Code, in accordance with the rules set forth in Treasury Regulations Section 1.6418-3(d); (ii) preparing and submitting all filings of any nature made to any Governmental Authority in connection with a Credit Transfer Transaction, in accordance with the rules set forth in Treasury Regulations Section 1.6418-3(d)(2), 1.6418-2(b), and 1.6418-4; (iii) keeping all records and documentation related to a Credit Transfer Transaction, including Required Minimum Documentation; (iv) providing all information requested by the Credit Transfer Member concerning the ownership of the Company by the other Members and their respective Affiliates for purposes of establishing whether a Credit Transferee is related to the Company for purposes of Section 6418(a) of the Code and Treasury Regulation Section 1.6418-1(m), and all other information reasonably requested by the Credit Transfer Member that is relevant to a potential or actual Credit Transfer Transaction; (v) providing Required Minimum Documentation to any Credit Transferee to the extent required by Treasury Regulation Section 1.6418-2(b)(5); (vi) maintaining tax insurance coverage in favor of any Credit Transferee, Affiliate of a Credit Transferee, the Company or the Credit Transfer Member in connection with a Credit Transfer Transaction; (vii) ensuring the compliance of the Company and each Subsidiary with the terms and conditions of a Credit Transfer Transaction; and (viii) enforcing compliance with the terms and conditions of a Credit Transfer Transaction by any Credit Transferee or other party to such transaction.

(f) Notwithstanding any provision of this Agreement to the contrary, neither the Company nor the Partnership Representative may take any action relating to the matters described in Section 5.1(d) or Section 5.1(e)(i) on behalf of the Company (and shall not cause any Subsidiary or Affiliate to take any action relating to such matters) without the direction or express approval of the Credit Transfer Member. The Company shall (and shall cause its Subsidiaries to) comply with the terms and obligations of any Credit Transfer Preliminary Agreement or Credit Transfer Document.

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(g) Notwithstanding any provision of this Agreement to the contrary and subject to Section 5.1(j), in connection with the matters described in Section 5.1(d) and Section 5.1(e), the Credit Transfer Member shall have the authority to bind the Company (and to cause the Company to bind any Subsidiary) in making contracts and incurring obligations in the name of the Company or any Subsidiary, as applicable, without the need for approval by or any other consent from any other Member, or the Board of Directors or Partnership Representative. The Credit Transfer Member shall reimburse the Company or any Subsidiary, as applicable, for reasonable and documented costs and expenses incurred in connection with the matters described in Section 5.1(d) or Section 5.1(e).

(h) Subject to Section 5.1(j), immediately upon receipt, (i) all Credit Transfer Proceeds from a GM Credit Transfer Transaction shall be deposited into the GM PTC Proceeds Escrow Account and (ii) all Credit Transfer Proceeds from a LAC Credit Transfer Transaction shall be deposited into the LAC PTC Proceeds Escrow Account. All funds in the PTC Proceeds Escrow Accounts shall be distributed in accordance with Section 5.3(b)(i) or treated as an offset to a capital call obligation in accordance with Section 5.3(b)(ii).

(i) Notwithstanding anything to the contrary in this Agreement:

(i) Subject to Section 5.1(j), no Credit Transfer Proceeds may be used by the Company for any purpose other than for distribution to the Members in accordance with Section 5.3(b)(i) or for treatment as an offset to a capital call obligation by a member in accordance with Section 5.3(b)(ii). For the avoidance of doubt, except as provided in Section 5.1(j), no provisions of this Agreement that limit the ability of the Company to distribute certain amounts to one or more Members shall apply to the distribution of Credit Transfer Proceeds.

(ii) Until the Release Date, if the Company receives any indemnity payments or insurance proceeds (including any tax gross-up) that compensate for the loss of any Credit Transfer Proceeds from a Credit Transfer Transaction and that are not otherwise payable to the Credit Transferee, such indemnity payments or insurance proceeds (including any tax gross-up) shall be deposited into the Revenue Account, and the provisions of Section 5.1(j) shall apply to such amount. Except as provided in the preceding sentence, (A) if the Company receives any indemnity payments or insurance proceeds (including any tax gross-up) that compensate for the loss of any Credit Transfer Proceeds from a GM Credit Transfer Transaction, such indemnity proceeds or insurance proceeds (including any tax gross-up) shall be deposited into the GM PTC Proceeds Escrow Account, and the provisions of this Section 5.1(i) and Section 5.3 shall apply to such amount, and (B) if the Company receives any indemnity payments or insurance proceeds (including any tax gross-up) that compensate for the loss of any Credit Transfer Proceeds from a LAC Credit Transfer Transaction, such indemnity proceeds or insurance proceeds (including any tax gross-up) shall be deposited into the LAC PTC Proceeds Escrow Account, and the provisions of this Section 5.1(i) and Section 5.3 shall apply to such amount.

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(iii) All costs incurred by the Company in connection with a Credit Transfer Transaction (including any costs incurred in indemnifying any Credit Transferee), whether related to an “excessive credit transfer” (as defined in Section 6418(g)(2)(C) of the Code) or otherwise, and all related reporting and administration costs (including all costs pursuant to the Company’s obligations under Section 5.1(e)), shall be reimbursed by (A) GM, to the extent such costs were incurred with respect to a GM Credit Transfer Transaction or (B) LAC, to the extent such costs were incurred with respect to an LAC Credit Transfer Transaction, within twenty (20) Business Days of written notice to GM or LAC, as applicable, of the costs incurred by the Company or any Subsidiary and each Credit Transfer Member shall indemnify and hold harmless the Company, any Subsidiary, and the other Members for any losses, liabilities, costs or expenses incurred in connection with such Credit Transfer Member’s Credit Transfer Transaction.

(j) Until the Release Date and subject to and in compliance with the terms of the DOE Loan, all PTCs will be monetized by the Company either pursuant to a Direct Pay Election or a Credit Transfer Transaction, and neither GM nor LAC will be permitted to specify any amount of PTCs to be retained by the Company and allocated to such Member. All amounts received with respect to any such PTC monetization transaction from the Prior Agreement Date until the Release Date will promptly be deposited into the Revenue Account. Any transfers from the Revenue Account will be distributed pursuant to Section 9.1(a) of this Agreement. For the avoidance of doubt, until the Release Date, the provisions of Section 5.3 of this Agreement shall not be applicable.

(k) For each taxable year for which a Direct Pay Election has not been determined to be made or is no longer in effect for a particular facility pursuant to Section 5.2(a), GM and LAC will consider jointly marketing the PTCs to maximize Credit Transfer Proceeds on the most favorable terms and conditions. Subject to Section 5.1(j), if GM and LAC cannot reach agreement on a joint marketing approach, GM will be permitted separately transact with respect to GM’s Eligible Credit Amount and LAC will be permitted to separately transact with respect to LAC’s Eligible Credit Amount.

5.2 Direct Pay.

(a) Notwithstanding anything to the contrary in this Agreement, for each taxable year, with Specified Approval, the Company (acting through the Partnership Representative, if required) shall make or forego making any election under Section 6417 of the Code or the Treasury Regulations promulgated thereunder, including any Direct Pay Election or any Revocation Election as so directed by such Specified Approval. Further, the applicable Members, and the DOE in respect of the JV Warrant if applicable, shall provide the written consent and direction pursuant to this Section 5.2(a) by April 30 of each taxable year. The Members acknowledge and agree that any determination to forego making a Direct Pay Election, or the absence of a determination to make a Direct Pay Election by April 30 of a taxable year, constitutes a determination by the Members, subject to Section 5.1(j), to pursue credit transfers or allocations in accordance with Section 5.1 with respect to such taxable year.

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(b) Notwithstanding any provision of this Agreement to the contrary but consistent with the direction set forth in Section 5.2(a), the Partnership Representative, at the Company’s expense, shall have the authority to act on behalf of the Company and bind the Company (and cause the Company to bind any Subsidiary), without the need for approval by or consent from any other Member, or the Board of Directors, with respect to all matters related to a Direct Pay Election or a Revocation Election, including: (i) the obtainment of any tax opinion from counsel in connection with such Direct Pay Election or Revocation Election; (ii) the procurement of tax insurance coverage in favor of GM, LAC or the Company in connection with such Direct Pay Election or Revocation Election; and (iii) defending against any claims asserted against the Company or any Subsidiary arising from such Direct Pay Election or Revocation Election; provided, however, that (y) any Person whose consent would be required in connection with a Specified Approval shall be given a reasonable opportunity to review such tax opinion or insurance coverage prior to delivery or obtainment thereof, as applicable, and reasonably discuss such tax opinion or insurance policy, or any questions arising therefrom, with the counsel selected by the Partnership Representative to provide such opinion or review and present comments at the Company’s expense; and (z) the Company shall not, and shall cause any Subsidiary not to, settle, compromise, discharge, or withdraw any such claim without the prior written consent of any Person whose consent would be required in connection with a Specified Approval (not to be unreasonably withheld, conditioned or delayed).

(c) Notwithstanding any provision of this Agreement to the contrary, the Company (acting through the Partnership Representative, as required) shall take the following actions related to a Direct Pay Election or a Revocation Election, in accordance with and consistent with the approval or consent of the Members: (i) completing pre-filing registration in accordance with the requirements set forth in Treasury Regulation Section 1.6417-5; (ii) making any elections under Section 6417 of the Code and the Treasury Regulations promulgated thereunder (to the extent otherwise consistent with Section 5.2(a)); (iii) preparing and submitting all filings of any nature made to any Governmental Authority in connection with such Direct Pay Election or Revocation Election (to the extent otherwise consistent with Section 5.2(a)); (iv) keeping all records and documentation related to such Direct Pay Election or Revocation Election; (v) providing all information reasonably requested by GM or LAC that is relevant to a potential or actual Direct Pay Election or Revocation Election; (vi) maintaining tax insurance coverage in favor of GM, LAC, or the Company in connection with such Direct Pay Election or Revocation Election (to the extent otherwise consistent with Section 5.2(a)); and (vii) ensuring the compliance of the Company and each Subsidiary with the terms and conditions of such Direct Pay Election or Revocation Election. The Company shall provide to each Member a copy of any filings made hereunder, including but not limited to the declared documentations such as Direct Pay Election and Revocation Election.

(d) Notwithstanding any provision of this Agreement to the contrary, neither the Company nor the Partnership Representative may take any action relating to the matters described in Section 5.2(b) or Section 5.2(c) on behalf of the Company (and shall not cause any Subsidiary to take any action relating to such matters) without the direction or express approval of any Person whose consent would be required in connection with a Specified Approval.

E-16

(e) Subject to Section 5.1(j), immediately upon receipt of Direct Pay Proceeds, the Direct Pay Distribution Amount shall be deposited into the GM PTC Proceeds Escrow Account and the LAC PTC Proceeds Escrow Account pro rata in accordance with such Member’s interest in the Company (with any Direct Pay Proceeds allocable to DOE’s interest in the Company divided between LAC and GM pro rata, based on their interests in the Company), taking into account as appropriate any variations in such Member’s interest in the Company for the year in which the PTCs were generated to which the Direct Pay Proceeds relate. All funds in the PTC Proceeds Escrow Accounts shall be distributed in accordance with Section 5.3(b)(i) or treated as an offset to a capital call obligation in accordance with Section 5.3(b)(ii).

(f) Notwithstanding anything to the contrary in this Agreement:

(i) Subject to Section 5.1(j), no Direct Pay Proceeds may be used by the Company for any purpose other than for distribution to the Members in accordance with Section 5.3(b)(i) or for treatment as an offset to a capital call obligation by a Member in accordance with Section 5.3(b)(ii). For the avoidance of doubt, except as provided in Section 5.1(j), no provisions of this Agreement that limit the ability of the Company to distribute certain amounts to one or Members shall apply to the distribution of Direct Pay Proceeds.

(ii) Until the Release Date, if the Company receives any indemnity payments or insurance proceeds (including any tax gross-up) that compensate for the loss of any Direct Pay Proceeds and that are not otherwise payable to the IRS, such proceeds shall be deposited in the Revenue Account, and the provisions of Section 5.1(j) shall apply to such amount. Except as provided in the preceding sentence, if the Company receives any indemnity payments or insurance proceeds (including any tax gross-up) that compensate for the loss of any Direct Pay Proceeds, such proceeds shall (A) first be deposited into the GM PTC Proceeds Escrow Account or LAC PTC Proceeds Escrow Account, as applicable, in proportion to the relevant Member’s tax liability (including penalties and interest) relating to the event giving rise to such indemnity payments or insurance proceeds (including any tax gross-up), but only to the extent of such tax liability, and (B) thereafter, pro rata in accordance with such Member’s interest in the Company, taking into account as appropriate any variations in such Member’s interest in the Company for the year in which the PTCs were generated to which the Direct Pay Proceeds relate, and the provisions of this Section 5.2(f) and Section 5.3 shall apply to such amounts.

(iii) For the avoidance of doubt, any Direct Pay Election made pursuant to this Section 5.2 with respect to any facility will apply to both GM’s Eligible Credit Amount and LAC’s Eligible Credit Amount arising from such facility and no elections shall be made pursuant to Section 5.1 with respect to either GM’s Eligible Credit Amount and LAC’s Eligible Credit Amount arising from such facility for any periods in which a Direct Pay Election is in effect with respect to that facility.

E-17

5.3 PTC Proceeds Escrow Accounts.

(a) After the Release Date, prior to any subsequent GM Credit Transfer Transaction or any Direct Pay Election, the Company shall establish an escrow account with terms and conditions (including with respect to the release of funds) satisfactory to GM in its sole discretion (the “GM PTC Proceeds Escrow Account”). After the Release Date, prior to any subsequent LAC Credit Transfer Transaction or any Direct Pay Election, the Company shall establish an escrow account with terms and conditions (including with respect to the release of funds) satisfactory to LAC in its sole discretion (the “LAC PTC ProceedsEscrow Account” and, together with the GM PTC Proceeds Escrow Account, the “PTC Proceeds Escrow Accounts”).

(b) Notwithstanding anything to the contrary in this Agreement:

(i) At the direction of GM, the Company shall distribute to GM any portion of the funds then available in the GM PTC Proceeds Escrow Account, retain any portion of such funds, or use such funds in the manner described in Section 5.3(b)(ii). At the direction of LAC, the Company shall distribute to LAC any portion of the funds then available in the LAC PTC Proceeds Escrow Account, retain any portion of such funds, or use such funds in the manner described in Section 5.3(b)(ii).

(ii) At the direction of GM, and in GM’s sole discretion, the Company shall treat any portion of the funds then available in the GM PTC Proceeds Escrow Account as an offset to an obligation for GM to make a Capital Contribution upon a capital call. For purposes of Section 3.2 or Section 3.3 of the Agreement, such amount shall be deemed contributed by GM. At the direction of LAC, and in LAC’s sole discretion, the Company shall treat any portion of the funds then available in the LAC PTC Proceeds Escrow Account as an offset to an obligation for LAC to make a Capital Contribution upon a capital call. For purposes of Section 3.2 or Section 3.3 of the Agreement, such amount shall be deemed contributed by LAC. For the avoidance of doubt, any amount distributed to a Credit Transfer Member pursuant to Section 5.3(b)(i) shall not be eligible to offset a capital call obligation pursuant to this Section 5.3(b)(ii). If a Member desires to distribute the PTCs by any other method, the Members shall discuss in good faith and not unreasonably withhold consent.

E-18

SCHEDULE “F”

PROJECT

[***]

F-1

SCHEDULE “G”

INITIAL APPROVED PROGRAM AND BUDGET

[***]

G-1

SCHEDULE “H”

COMPLIANCE COVENANTS

1.1	Anti-Bribery and Corruption Compliance

For so long as GM or an Affiliate thereof is a Member, and in connection with the Company carrying out its related responsibilities:

(a)	the Company shall cause its employees, directors, officers, and to the best of its ability, agents, and any<br>Person acting on its behalf to comply, with applicable Anti-Corruption Laws;
(b)	neither the Company, the Subsidiaries, nor any of its or their employees, directors, officers, or to the<br>knowledge of the Company, any agents, or any Person acting on its behalf shall:
---	---
(i)	give, promise to give, or offer to give, any payment, loan, gift, donation, or anything else of value<br>(including a facilitation payment) directly or indirectly, whether in cash or in kind, to or for the benefit of, any Government Official or any other Person while knowing or having reason to know that all or a portion of such money or thing of value<br>will be offered, given, or promised, directly or indirectly, to any such Government Official or to any other Person for the purpose of: (A) improperly influencing any action or decision of any Government Official in their official capacity,<br>including a decision to fail to perform official functions, (B) inducing any Government Official or other Person to act in violation of their lawful duty, (C) securing any improper advantage or (D) persuading any Government Official<br>or other Person to use their influence with any Governmental Authority or any government-owned Person to effect or influence any act or decision of such Governmental Authority or government-owned Person;
---	---
(ii)	accept, receive, agree to accept, or authorize the acceptance of any contribution, payment, gift,<br>entertainment, money, anything of value, or other advantage in violation of applicable Anti-Corruption Laws; and
---	---
(c)	the Company shall (and shall cause its Subsidiaries to) institute and maintain risk-based compliance program<br>with policies, procedures, internal controls, training, monitoring, oversight with appropriate resourcing which is reasonably designed to ensure compliance with all applicable Anti-Corruption Laws following guidance provided by the U.S. Department<br>of Justice including records of payments to third parties (including, without limitation, agents, consultants, representatives, and distributors) and Government Officials. As soon as practicable after the date of this Agreement, and in any event<br>within thirty (30) days after the date on which the Company adopts an anti-corruption compliance policy, the Company shall provide a copy of such policy to the Members, together with the resolutions of the Board of Directors or other relevant<br>official document evidencing the Company’s adoption
---	---

H-1

of such policy. Upon reasonable request, the Company agrees to provide responsive information to a Member concerning its compliance with Anti-Corruption Laws. The Company shall promptly notify<br>the Members if the Company becomes aware of any material violation of Anti-Corruption Laws.
1.2	Trade and Sanctions Compliance
---	---
(a)	For so long as GM or an Affiliate thereof is a Member, and in connection with the Company carrying out its<br>related responsibilities:
---	---
(i)	the Company shall and shall cause its Subsidiaries and its and their respective employees, directors, officers,<br>and to the best of its ability, its and their respective agents, and any Person acting on its or their behalf to comply with all applicable Sanctions;
---	---
(ii)	the Company shall (and shall cause its Subsidiaries to) maintain a risk-based compliance program to ensure<br>compliance with Sanctions by itself, its Subsidiaries, and each of their respective directors, officers, and employees, and any other Person acting on their respective behalf. The compliance program shall include risk-based policies, procedures,<br>controls, training, monitoring, oversight and appropriate resourcing following guidance provided by OFAC, BIS and any other relevant Sanctions Authority. As soon as practicable after the date of this Agreement, and in any event within thirty<br>(30) days after the date on which the Company adopts such policy, the Company shall provide a copy of such policy to the Members, together with the resolutions of the Board of Directors or other relevant official document evidencing the<br>Company’s adoption of such policy. Upon reasonable request, the Company agrees to provide responsive information to the Members concerning its compliance with Sanctions. The Company shall promptly notify the Members if the Company becomes<br>aware of any material violation of Sanctions;
---	---
(iii)	the Company shall not, and shall cause its Subsidiaries and its and their respective employees, directors or<br>officers not to conduct any business transaction or activity with a Sanctioned Person or Sanctioned Territory; and
---	---
(iv)	neither the Company, nor any of its Subsidiaries or their respective directors, officers, or employees:<br>(i) shall be a Sanctioned Person; or (ii) to the best knowledge of the Company, shall act under the direction of, on behalf of, or for the benefit of a Sanctioned Person.
---	---
(b)	As of the date of this Agreement:
---	---
(i)	neither the Company, nor any of its Subsidiaries, or its or their respective employees, directors or officers<br>conducts any business transaction or activity with a Sanctioned Person or Sanctioned Territory; and
---	---

H-2

(ii)	neither the Company, nor any of its Subsidiaries or their respective directors, officers, or employees, nor any<br>direct or, to the knowledge of the Company, indirect owner of one percent (1%) or more interest in the Company as of the date of this Agreement, or any direct or, to the knowledge of the Company, indirect owner that may acquire five percent (5%) or<br>more interest in the Company after the date of this Agreement: (i) is a Sanctioned Person; or (ii) to the best knowledge of the Company, acts under the direction of, on behalf of, or for the benefit of a Sanctioned Person.<br>
(c)	This Section 6.2 shall not be interpreted or applied in relation to the Company to<br>the extent that the representations made under this Section 6.2 violate, or would result in a breach of the Foreign Extraterritorial Measures Act (Canada).
---	---
1.3	Anti-Money Laundering Compliance
---	---

For so long as GM or an Affiliate thereof is a Member, and in connection with the Company carrying out its related responsibilities:

(a)	the Company shall, and shall cause its Subsidiaries to, and its and their respective employees, directors,<br>officers, and to the best of its ability its agents, and any Person acting on its behalf to, comply with all applicable Anti-Money Laundering Laws; and
(b)	the Company shall (and shall cause its Subsidiaries to) maintain policies, procedures, and internal controls<br>designed to ensure compliance with any applicable Anti-Money Laundering Laws by itself, its Subsidiaries’ and each of their respective directors, officers, and employees, and any other Person acting on their respective behalf.<br>
---	---
1.4	Restrictions on Transactions with an FEOC.
---	---

For so long as GM or an Affiliate thereof is a Member, the Company shall not, and shall cause each of its Subsidiaries to not, and each other Member shall not, and shall cause each of its Affiliates to not, without GM’s prior written consent:

(a)	enter into any agreement in respect of, or otherwise support or recommend, a direct or indirect equity<br>investment in the Company from, or any change of control to, a Sanctioned Person or a FEOC;
(b)	conduct any business transaction or activity with a FEOC to the extent such business transaction or activity<br>would disqualify vehicles incorporating the offtake purchased by GM from the Company from being eligible for tax credits under the Inflation Reduction Act of 2022, as amended;
---	---
(c)	enter into any agreement in respect of, or otherwise support or recommend, any of the following transactions<br>with a Sanctioned Person or FEOC:
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H-3

(i)	a direct or indirect equity investment in an Affiliate of the Company that directly or indirectly owns the<br>assets of the Project, including a joint venture with respect to the Project;
(ii)	the acquisition by any means, including, without limitation, acquisition of equity, a statutory plan of<br>arrangement, merger or business combination, directly or indirectly, of more than 50% of the total voting power of the outstanding voting stock of the Project; or
---	---
(iii)	the acquisition, directly or indirectly, of the power to direct or cause the direction of the management or<br>policies of the Project.
---	---

H-4

SCHEDULE “I”

GM PHASE 2 OFFTAKE AGREEMENT

[See attached.]

I-1

SCHEDULE “J”

DILUTION MODEL

[***]

J-1

SCHEDULE “K”

LIFE-OF-MINE RIGHTS

[***]

K-1

SCHEDULE “L”

SUMMARY OF FINALIZED SOURCES & USES

[***]

L-1

SCHEDULE “M”

EMPLOYEE INCENTIVE PLAN SUMMARY TERMS

[See attached.]

M-1

SCHEDULE “N”

GM SUPPLY CHAIN POLICY

[See attached.]

N-1

SCHEDULE “O”

ILLUSTRATIVE ACCRUED MANAGEMENT COSTS EXAMPLES

[***]

O-1