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

PRODUCTION PAYMENT AGREEMENT

THIS AGREEMENT is made as of the 1st day of April, 2025 (the “Effective Date”).

BETWEEN:

LITHIUM AMERICAS CORP. a corporation existing under the laws of the Province of British Columbia (the “Supplier”)

- and -

OMF Fund IV SPV M LLC, a limited liability company existing under the laws of the State of Delaware (the “Purchaser”)

WHEREAS the Supplier, holds a majority of the equity interest in Lithium Nevada Ventures LLC, a Delaware limited liability company (“Lithium Nevada Ventures”);

WHEREAS Lithium Nevada Ventures indirectly owns 100% of the equity interest in Lithium Nevada LLC, a Nevada limited liability company (the “Project Company”);

AND WHEREAS the Project Company intends to construct, develop, operate and mine the Thacker Pass Project located in Nevada;

AND WHEREAS in consideration for payment by the Purchaser to Supplier of the sum of $25,000,000, the Supplier has agreed to pay to Purchaser the Production Payments in respect of Minerals, on and subject to the terms and conditions of this Agreement;

AND WHEREAS the Supplier and the Purchaser have executed and delivered a convertible note also dated the Effective Date (and such convertible note, as the same may be amended, modified or supplemented from time to time, the “Convertible Note”);

NOW THEREFORE in consideration of the premises and the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1

DEFINITIONS AND INTERPRETATION

For the purposes of this Agreement (including the recitals hereto and the Schedules), unless the context otherwise requires, the following terms shall have the respective meanings given to them, as set forth below, and grammatical variations of such terms shall have corresponding meanings:

“Acquiror” has the meaning set forth in Section 8.1(b).

“Additional Notes” has the meaning set forth in the Convertible Note.

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

“Agreement” means this Production Payment Agreement and all attached Schedules, as the same may be amended, modified or supplemented from time to time.

“Anti-Corruption Laws” means all laws concerning or relating to anti-bribery, anti-corruption, and anti-kickback matters in the public or private sector, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, the Corruption of Foreign Public Officials Act (Canada), as amended, the Criminal Code (Canada), as amended, or, in each case, any similar laws.

“Anti-Corruption Policy” means the anti-bribery and anti-corruption policy of the Supplier and its Subsidiaries (which shall include United States Foreign Corrupt Practices Act compliance) adopted by the Board of Directors, as the same may be amended, revised, supplemented or replaced from time to time,

“Anti-Money Laundering Laws” means the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act), the PATRIOT Act, the Anti-Money Laundering Act of 2020, the Money Laundering Control Act, the rules and regulations thereunder, applicable executive orders, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), the Criminal Code (Canada) and any other Applicable Laws relating to money laundering, terrorist financing, or financial recordkeeping and recording requirements administered or enforced by any United States of America or Canada governmental agency, or any other jurisdiction in which the Supplier or any of its Subsidiaries operates or conducts business.

“Applicable Law” means, with respect to any Person, any constitution, statute, law, rule, regulation, code, ordinance, treaty, judgment, order or any published directive, guideline, requirement or other governmental rule or restriction which has the force of law, by or from a court, arbitrator or other Governmental Body having jurisdiction over such Person or any of its properties, whether in effect as of the date of this Agreement or as of any date hereafter.

“Applicable Price” has the meaning set forth in Section 4.4(b).

“Assignee” has the meaning set forth in Section 8.3.

“Assumption Option” has the meaning set forth in Section 8.1(b).

“Authorization” means any authorization, approval, consent, concession, exemption, license, lease, grant, permit, franchise, right, privilege or no-action letter from any Governmental Body having jurisdiction with respect to any specified Person, property, transaction or event, or with respect to any of such Person’s property or business and affairs (including any zoning approval, mining permit, development permit or building permit) or from any Person in connection with any easements, contractual rights or other matters.

“Average Lithium Price” in respect of the first 41,500 Tonnes of Lithium Products Produced in a Contractual Year, means an amount equal to the Gross Revenue for the applicable period divided by the aggregate amount of the Lithium Products Produced in the same period, up to 41,500 Tonnes for the applicable Contractual Year.

“Base Fixed Payment Rate” means $128 per Tonne (and never lower than such amount), increasing annually (commencing on the first Business Day in January of the Calendar Year that follows the first full Contractual Year following the Commencement of Commercial Production) by an amount equal to the percentage increase (if any) in the Producer Price Index (or a similar index mutually agreed upon by the Purchaser and the Supplier should such index no longer be measured) for the applicable Measurement Calendar Years. For illustrative purposes only, if the Commencement of Commercial Production has occurred in June 2025, then the first annual increase shall occur on the first Business Day of January 2027.

“Base Variable Payment Percentage” means 0.96%.

“Battery Grade LCE” means Lithium Products which meet the requirements for battery use in any type of battery application.

“BCSC” means the B.C. Securities Commission.

“Board of Directors” means the board of directors of the Supplier.

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in New York, New York, Vancouver, British Columbia or Reno, Nevada are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any Governmental Body so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in New York, New York, Vancouver, British Columbia and Reno, Nevada are generally are open for use by customers on such day.

“Calendar Day” means a calendar day.

“Calendar Month” means a calendar month.

“Calendar Quarter” means a calendar quarter.

“Calendar Year” means a calendar year.

“Capital Lease Obligation” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases or financing leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“Cash Distribution Requirement” means, in respect of each instance of the Supplier’s direct or indirect shareholding and/or economic interest in the Project Company decreasing below 50% and every decrease thereafter, the Supplier’s discretion and ability (through voting its equity holdings in the Project Company or causing its nominees on the board directors of the Project Company to vote) to declare cash distributions of the Project Company, amend or suspend the distribution policy of the Project Company and/or adjust the timing of distributions of the Project Company does not change relative to prior to such decrease in its shareholding and/or economic interest.

“Change of Control” means: (i) any Person or Persons acting jointly or in concert acquires, together with all other voting shares held by such Person or Persons, Control or direction over 50% of the outstanding voting shares of the Project Company, or otherwise acquires the ability to elect a majority of the board of directors of the Project Company; (ii) with respect to the Project Company, the occupation of a majority of the seats (other than vacant seats) on its board of directors by Persons who were neither (a) nominated by its board of directors nor (b) appointed by directors so nominated; (iii) the acquisition of direct or indirect Control of the Project Company by any Person or group of Persons acting jointly or otherwise in concert; (iv) there is a Transfer of all or substantially all or any substantial portion of the assets constituting the Property; or (v) the Supplier or any of its Subsidiaries (including the Project Company), takes any actions to effect any of the foregoing.

“Change of Control Notice” has the meaning set forth in Section 8.1(b).

“Change of Operator” means the change of the Operator of the Thacker Pass Project, so that the Operator is not the Supplier.

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

“Commencement of Commercial Production” means and shall be deemed to have been achieved on the day on which the initial production facility to be developed at the Thacker Pass Project (the “Production Facility”) has operated for a period of 30 consecutive Calendar Days at an annualized rate during such period of at least 80% of its expected Phase One capacity of 40,000 Tonnes of Lithium Carbonate per Calendar Year (the “Phase One Capacity” and the production of Lithium Carbonate therefrom being the “Phase One Production”).

“Competitor” means a competitor of the Supplier more particularly described in Schedule “B”.

“Compliance Certificate” means a certificate of the Chief Executive Officer or the Chief Financial Officer of the Supplier in the form set out in Schedule “E”.

“Confidential Information” has the meaning set forth in Section 10.1.

“Construction Budget” means the Initial Construction Budget, as updated, amended or supplemented from time to time pursuant to the terms hereof.

“Construction Contract” has the meaning ascribed to such term in the DOE Loan.

“Contractual Year” means: (a) in the case of the first Contractual Year, the period commencing on the date of the Commencement of Commercial Production and ending on December 31 of that year; and (b) in the case of subsequent Contractual Years, each corresponding subsequent 12 month period.

“Control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through the ownership of voting securities, by contract or otherwise.

“Convertible Note” has the meaning set forth in the recitals.

“Default Rate” means 15% per annum.

“Deferred Production Payment” has the meaning set forth in Section 3.3(a).

“Delayed Draw Convertible Debt” has the meaning set forth in the Convertible Note.

“Delayed Draw Convertible Debt Factor” means 1.00, increasing to 1.1875 if the Supplier draws the Delayed Draw Convertible Debt.

“Dispute” means any dispute, controversy or claim arising out of, relating to or in connection with, this Agreement, including any question regarding the existence, validity or termination of this Agreement.

“Dispute Notice” has the meaning set forth in Section 9.2.

“Disqualified Institution” means a disqualified institution more particularly described in Schedule “B”.

“DOE” means the U.S. Department of Energy.

“DOE Financing Document” means each “Financing Document” as such term is defined in the DOE Loan (as they exist as of the date hereof).

“DOE Loan” means that certain Loan Arrangement and Reimbursement Agreement, dated as of October 28, 2024, by and between Lithium Nevada Corp. and the U.S. Department of Energy, as amended by that certain Omnibus Amendment, dated as of December 17, 2024, and any amendments, supplements, modifications, extensions, renewals, or restatements thereof.

“Downward Exempt Change of Control” has the meaning set forth in the definition of Exempt Change of Control.

“Early Termination Amount” means the aggregate amount that would need to be paid to the Purchaser on a particular date to yield on (A) $25,000,000 in the case of this Agreement and (B) $195,000,000 or $225,000,000 (if the delayed draw is made under the Convertible Note), the lesser of (i) a combined IRR of 18% (in the case of this prong (i) taking into account the original issue discount in the case of the Convertible Note) and (ii) a multiple on invested capital (MOIC) of 2.3333x (in the case of this prong (ii) taking into account the payment of Production Payments by the Supplier and the applicable

value in the Value Table, but not taking into account the original issue discount in the case of the Convertible Note). In no case will the Early Termination Amount be lower than $0. An example calculation is shown in Schedule “D”.

“Earned Variable Adjustment” means, for a Contractual Year, an amount equal to: (i) the product of: (A) the Variable Production Payment Percentage; and (B) the first 41,500 Tonnes of Lithium Products Produced during such Contractual Year (or such lower amount if the amount of Lithium Products Produced during the Contractual Year does not reach 41,500 Tonnes) multiplied by the Reference Lithium Price for such Contractual Year applicable to such 41,500 Tonnes (or the lower amount, if applicable), minus (ii) the aggregate of the Quarterly Reference Payments for such Contractual Year in respect of such 41,500 Tonnes (or lower amount, if applicable).

“Effective Date” has the meaning set forth on page one of this Agreement.

“Encumbrance” means with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.

“Environmental Laws” means any and all foreign, federal, state, provincial, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Body or other Applicable Law (including common law) regulating, relating to or imposing liability or standards of conduct concerning (a) protection of the environment, natural resources, or human health or safety (including but not limited to mining health and safety); or (b) the presence, release or threatened release, generation, use, management, handling, transportation, treatment, storage, or disposal of Hazardous Substances, in each case of clause (a) and (b) as now or may at any time hereafter be in effect.

“Equity Interests” means (a) all shares of capital stock (whether denominated as common capital stock or preferred capital stock), equity interests, beneficial, partnership or membership interests, joint venture interests, participations or other ownership or profit interests in or equivalents (regardless of how designated) of or in a Person (other than an individual), whether voting or non-voting and (b) all securities convertible into or exchangeable for any of the foregoing and all warrants, options or other rights to purchase, subscribe for or otherwise acquire any of the foregoing, whether or not presently convertible, exchangeable or exercisable.

“Equivalency Impasse” has the meaning set forth in the definition of LCE Basis.

“ETA” means the Excise Tax Act (Canada) and any amendments and regulations thereto.

“Event of Default” means the occurrence of any of the following:

“Event of Default Notice” has the meaning set forth in Section 4.2(d).

“Excluded Representations and Warranties” means Sections 3(c) (Issuance of Securities), 3(f) (Acknowledgement Regarding the Buyer’s Purchase of Securities), 3(g) (No General Solicitation; Placement Agent’s Fees), 3(h) (No Integrated Offering), 3(i) (Application of Takeover Protections; Rights Agreement), 3(r) (Listing and Maintenance Requirements), 3(w) (Registration Rights), 3(nn) (Investment Company Status), 3(oo) (Manipulation of Price), 3(pp) (Eligibility for Registration) and 3(qq) (Transfer Taxes) of the Transaction Agreement.

“Excluded Taxes” means any of the following Taxes imposed on or with respect to the Purchaser or required to be withheld or deducted from a payment to the Purchaser: (a) Taxes imposed on or measured by net income (however denominated), franchise taxes, Canadian capital taxes and branch profits taxes, in each case: (i) imposed as a result of the Purchaser being organized under the laws of, or having its principal office or its applicable lending office located in the jurisdiction imposing such Tax (or any political subdivision thereof); or (ii) that are Taxes imposed as a result of a present or former connection between the Purchaser and the jurisdiction imposing such Tax (other than connections arising from the Purchaser having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this

Agreement, or sold or assigned an interest in this Agreement); (b) any Canadian Tax that would not have been imposed but for the Purchaser (including direct or indirect holders of the Purchaser, as the case may be): (i) not dealing at arm’s length for purposes of the ITA with the Supplier, (ii) being a “specified non-resident shareholder” (as defined in subsection 18(5) of the ITA) of the Supplier or not dealing at arm’s length for purposes of the ITA with a “specified shareholder” (as defined in subsection 18(5) of the ITA) of the Supplier; or (iii) the Supplier being a “specified entity” pursuant to paragraph (b) of the definition thereof (as defined in subsection 18.4(1) of the ITA) in respect of the Purchaser; (c) Taxes attributable to the Purchaser’s failure to comply with Section 3.3(g); and (d) any withholding Taxes imposed under FATCA or Taxes imposed pursuant to Part XVIII of the ITA.

“Exempt Change of Control” means:

For greater certainty, if any conditions in prong (b) or (c) above cease to be met, the Change of Control will no longer be deemed to be an Exempt Change of Control.

“Expropriation Event” means all or substantially all of the rights, privileges and benefits pertaining to, associated with or in respect of all or any material part of the Property (including the right to extract Lithium Products therefrom) ceases being for the benefit or entitlement of the Project Company, directly or indirectly as a result of expropriation, nationalization, confiscation, act of eminent domain, condemnation, deprivation, sequestration or similar act by a Governmental Body or any other action by a Governmental Body or any other act or series of acts having a similar effect as the foregoing (including by way of: (A) any cancelation, termination, suspension or non-renewal (including any expiration without a new Authorization or property being put in place on substantially the same terms and conditions) of any Authorization or property; (B) acquisition of Control of the Project Company or the Supplier; or (C) imposition of a law, import/export restriction or other measure that discriminates against, or disproportionately affects, the Project Company or the Supplier relative to local mining companies or operations in a material adverse manner).

“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Bodies entered into in connection with the implementation of the foregoing.

“First Possible Restricted Payment Date” means the date that is 12 months from the date of First Production.

“First Production” means and shall be deemed to have been achieved on the day on which the Production Facility has commenced operations and there has been production of Lithium Products.

“Fixed Payment Rate” means the product of the Base Fixed Payment Rate, the Delayed Draw Convertible Debt Factor, the Phase One Total Cost Factor and the LOM Production Threshold Factor.

“Fixed Production Payment” means, for a given period, the product of the Fixed Payment Rate as at the end of such period and the Tonnes of Lithium Products Produced in such period.

“Fixed Production Payment Date” has the meaning set forth in Section 3.1(b).

“Fixed Term” means the period commencing on the date of the Effective Date and terminating on the end of the 72nd Calendar Quarter after the quarter during which First Production occurs (i.e. 18 Calendar Years after First Production).

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

“GM” means General Motors Holdings LLC or any Affiliate thereof as well as its Designated Purchasers (as defined in the GM Offtake Agreements).

“GM Investment Documents” means the Investor Rights Agreement, the JV Investment Agreement, the LAC-GM JV LLCA and the Management Services Agreement.

“GM Offtake Agreements” means the lithium offtake agreement originally entered into between Lithium Americas (Argentina) Corp. and GM dated as of February 16, 2023, as assigned by Lithium Americas (Argentina) Corp. to the Supplier by agreement dated October 3, 2023, as amended by agreement dated October 28, 2024, among the Supplier, GM and Lithium Nevada Corp., and as further amended by agreement dated December 20, 2024, among the Supplier, GM and the Project Company and the lithium offtake agreement (Phase Two) entered into among Supplier, GM and the Project Company dated December 20, 2024 as the same may be further amended, supplemented or revised from time to time.

“Governmental Approval” means any approval, consent, Authorization, license, permit, Order, certificate, qualification, waiver, exemption, or variance, or any other action of a similar nature, of or by a Governmental Body, including any of the foregoing that are or may be deemed given or withheld by failure to act within a specified time period.

“Governmental Body” means the government of the U.S., Canada any other nation or any political subdivision thereof, whether state, provincial or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Gross Revenue” means, for a period, the aggregate amount paid in cash or kind to the Project Company (or any of its Affiliates or any of its equityholders in the case that such equityholders complete the first sale of applicable products) from any products containing Minerals that are Sold, up to the Maximum Amount, and in all cases subject to Section 4.4. If there is an insurable loss of or damage to any of the products containing Minerals, whether or not occurring on the Property and whether the products containing Minerals are in the possession of the Project Company or its Affiliates or otherwise, then the Gross Revenue with respect thereto will be equal to the sum of the insurance proceeds actually paid to the Project Company or its Affiliates in respect of such loss or damage. If any products containing Minerals are sold on non arm’s length terms, the aggregate amount paid in cash or kind to the Project Company (or any of its Affiliates), shall be deemed to be equal to such amount as would have reasonably been received had such products containing Minerals been sold on arm’s length terms, including without limitation, by adjusting such amount to the Applicable Prices. For greater certainty, there shall be no double counting for the purposes of calculating Gross Revenue if products are Sold and then there is a separate distribution or dividend to the shareholders of the Project Company.

“Guarantee”, of or by any Person (the “guarantor”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply

funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the Ordinary Course of Business.

“Hazardous Substances” means any substances, chemicals, materials or wastes defined, listed, classified or regulated as hazardous, toxic, or a pollutant or contaminant or for which standards are or liability may be imposed by any Governmental Body under, any applicable Environmental Laws, including (a) any petroleum or petroleum by-products (including gasoline, crude oil or any fraction thereof), flammable explosives, radioactive materials, asbestos in any form that is or could become friable, urea formaldehyde foam insulation, per- and polyfluoroalkyl substances, and polychlorinated biphenyls, noise, odor, and vibration; and (b) any other chemical, material or substance, of which the import, storage, transport, use, release or disposal of, or exposure to, is prohibited, limited, or regulated or for which liability may be imposed under any Environmental Law.

“ICDR” means the International Centre for Dispute Resolution.

“IE” means Hatch Ltd. or such other internationally reputable engineering consultants appointed from time to time by the Purchaser to act as technical advisor engineer in connection with the Thacker Pass Project.

“IESC” means Sustrio Advisors or such other internationally reputable environmental and social consultants appointed from time to time by the Purchaser to act as environmental and social consultant in connection with the Thacker Pass Project.

“Indebtedness” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the Ordinary Course of Business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Encumbrance on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed (including all Purchase Money Obligations), (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit, demand guarantees and similar independent undertakings, (j) all obligations, contingent or otherwise, of such Person in respect of bankers’ acceptances, (k) obligations under any earn-out (which for all purposes of this Agreement shall be valued at the maximum potential amount payable with respect to such earn-out) and (l) any other Off-Balance

Sheet Liability. The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“Indemnified Taxes” means Taxes (other than Excluded Taxes) imposed on or with respect to any payment made by or on account of any obligation of the Supplier under this Agreement.

“Initial Construction Budget” shall have the meaning ascribed to such term in the DOE Loan.

“Insolvency Event” means any of the following:

“Insolvency Legislation” means any of the Bankruptcy and Insolvency Act (Canada), the Companies’ Creditors Arrangement Act (Canada) the Winding-up and Restructuring Act (Canada), the U.S. Bankruptcy Code or any similar legislation relating to bankruptcy, insolvency, or the compromise or arrangement of creditors’ claims, each as amended or re-codified from time to time, including any rules or regulations promulgated thereunder.

“Integrated Project Schedule” means an integrated schedule for the development, construction and commissioning of the Thacker Pass Project in accordance with the Construction Contracts setting forth with a sufficient level of detail as agreed in writing by the Purchaser the expected schedule and milestones for construction of the Thacker Pass Project through Project Completion, to include those items (and related status) set forth in Schedule “J” (Integrated Project Schedule).

“Intermediate Holding Companies” means all Subsidiaries of the Supplier that are direct or indirect parent companies of Lithium Nevada Ventures.

“Investor Rights Agreement” means the Amended and Restated Investor Rights Agreement, dated as of October 15, 2024, between the Supplier and General Motors Holdings LLC.

“IRR” means the aggregate annualized internal rate of return, compounded annually, realized (expressed as a percentage) as of a given date, after taking into account (A) with respect to this Agreement, the amount and timing of (i) the payment of $25,000,000 by the Purchaser and (ii) the payment of Production Payments by the Supplier; and (B) with respect to Convertible Note, (i) the amount and timing of the payment of $195,000,000 and the additional $30,000,000 (if the delayed draw is made under the Convertible Note) by the lenders thereunder; and (ii) the applicable value in the Value Table. All calculations for the purposes of the IRR shall employ the “XIRR” function as calculated in Microsoft Excel or, if such function is no longer in usage at the time of such calculation, a substantially equivalent function. For illustrative purposes, an example of an IRR calculation is set forth on Schedule “D”.

“ITA” means the Income Tax Act (Canada), as amended.

“Joint Venture Agreement” means that certain amended and restated limited liability company agreement of Lithium Nevada Ventures dated (and as in effect) as of December 20, 2024.

“JV Investment Agreement” means that certain Investment Agreement dated as of October 15, 2024, among the Supplier, Lithium Nevada Ventures LLC and GM, as amended from time to time.

“LAC-GM JV LLCA” means that certain Amended and Restated Limited Liability Company Agreement of Lithium Nevada Ventures LLC, dated as of December 20, 2024, between LAC US Corp. and GM, as amended from time to time.

“LCE Basis” means: (i) for each one Tonne of Lithium Hydroxide Monohydrate, 1 Tonne multiplied by 0.88; and (ii) with respect to any other lithium-bearing products comprised of Minerals, such other Lithium Carbonate equivalency standards as are generally acceptable in the lithium mining or processing industry, as shall be agreed to mutually by the Supplier and the Purchaser, each acting reasonably. If the said equivalency standards are not agreed upon by the Purchaser and the Supplier within 10 Calendar Days of the matter first being considered by such Parties, there shall be an “Equivalency Impasse” and either Party shall be entitled to refer Equivalency Impasse to an IE for final binding resolution as provided in Section 1.8.

“LDA Payment Option” has the meaning set forth in Section 8.1(b).

“Liens” has the meaning set forth in the Convertible Note.

“Liquidated Damages Amount” means the greater of (i) the Early Termination Amount and (ii) the NPV of the Remaining PPA.

“Lithium Carbonate” means Li2CO3.

“Lithium Hydroxide” means LiOH.

“Lithium Nevada Ventures” has the meaning set forth in the recitals.

“Lithium Products” means, collectively, Lithium Carbonate, Lithium Hydroxide or any other lithium-bearing products comprised of Minerals.

“Lithium Products Produced” means Lithium Products, expressed in Tonnes, that have been produced from the Thacker Pass Project in each applicable period (either processed or unprocessed and whether or not such products are Sold), with all Lithium Products being calculated for the purposes of this Agreement on an LCE Basis. For clarity, reference in this definition to produced, means that the final step in the production process at the Thacker Pass Project has occurred before such Lithium Products is to be sold to a third Person (including without limitation, GM), provided that if a product is sold to a third Person before it reaches the final step of production then such product will be deemed to have been produced. For greater certainty, there shall be no double counting for the purposes of calculating Lithium Products Produced if they are treated as “Lithium Products Produced” notwithstanding that they were not then Sold and then they are subsequently Sold.

“LOM Production Threshold Factor” is equal to 1.00 if cumulative Battery Grade LCE over the life of the mine on the Thacker Pass Project that has been Sold is less than or equal to 1,500,000 Tonnes; is equal to 0.75 if cumulative Battery Grade LCE over the life of the mine on the Thacker Pass Project and has been Sold is greater than 1,500,000 Tonnes and less than 2,000,000 Tonnes, is equal to 0.50 when cumulative Battery Grade LCE over the life of the mine on the Thacker Pass Project and has been Sold is equal to or greater than 2,000,000 Tonnes.

“Major Project Document” means each of (with each of the terms below having the meaning ascribed to such term in the DOE Loan):

“Management Services Agreement” means the Management Services Agreement dated as of December 20, 2024, by and among LAC Management LLC, Lithium Nevada Ventures, the Project Company, and the Supplier, as amended from time to time.

“Material Adverse Effect” means any change, event, occurrence, condition, circumstance, effect, fact or development that has, or could reasonably be expected to have, individually or together with all other changes, events, occurrences, conditions, circumstances, effects, facts or developments, a material and adverse effect on:

“Maturity Date” has the meaning set forth in the Convertible Note.

“Maximum Amount” means the first 41,500 Tonnes of Lithium Products Produced in any given Contractual Year.

“Measurement Calendar Years” means, when considering the change in the Producer Price Index, a calculation made pursuant to the following formula: “A” compared to “B” where “A” is the Calendar Year that is two Calendar Years prior and “B” is the Calendar Year that is one Calendar Year prior. For illustrative purposes only, if the change in the Producer Price Index is to be measured on January 1, 2027, “A” is the Calendar Year 2025 and “B” is the Calendar Year 2026. When considering the change in the Producer Price Index for the 1st Contractual Year as compared to the 2nd Contractual Year, “A” shall be the Calendar Year in which the first Contractual Year falls and “B” shall be the Calendar Year that is one Calendar Year prior. For illustrative purposes only, if the first Contractual Year is the period between June 30, 2025 and December 30, 2025, “A” is the Calendar Year 2025 and “B” is the Calendar Year 2026.

“Mine Plan” means, at any given time, the then current development or mine plan for Phase One Production, as approved by the Board of Directors.

“Minerals” means any and all minerals of every nature and kind, including precious metals, base metals and other metals, Lithium Products, gems, diamonds, industrial minerals, commercially valuable rock, aggregate, clays and diatomaceous earth, coal, oil, gas and other petroleum substances and other materials, in whatever form or state, that are mined, excavated, extracted, recovered in soluble solution or otherwise recovered or produced on, at or under the Property, including any such material derived from any processing or reprocessing of any tailings, waste rock or other waste products originally derived from the Property, and including ore and any other products resulting from the further milling, processing or other beneficiation of such materials, including concentrates and doré bars.

“Monthly Construction Report” means a written report in relation to a Calendar Month with respect to the Thacker Pass Project in the form attached as Schedule “H”.

“Monthly Operations Report” means a written report prepared by or on behalf of the Supplier in relation to the immediately preceding Calendar Month, in the form attached as Schedule “K”.

“National Instrument 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators (or any successor instrument, rule or policy).

“Non Accrual Period” has the meaning set forth in Section 3.3(c).

“Notice of Articles” means the Supplier’s notice of articles, as amended and restated and as in effect on the Effective Date.

“NPV of the Remaining PPA” means the net present value of the Purchaser’s rights under this Agreement based on the NPV of the Remaining PPA criteria set forth on Schedule “D”, provided that a 6% discount rate will be applied when making the calculation of the NPV of the Remaining PPA.

“O&M Budget” shall have the meaning ascribed to such term in the DOE Loan.

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

“Off-Balance Sheet Liability” of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any Indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered into by such Person, or (c) any Indebtedness, liability or obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person (other than operating leases).

“Operating Plan” shall have the meaning ascribed to such term in the DOE Loan.

“Operator” means the operator of the Thacker Pass Project from time to time.

“Order” means any order, directive, decree, judgment, ruling, award, injunction, direction or request of any Governmental Body or other decision-making authority of competent jurisdiction.

“Ordinary Course of Business” means, in respect of any transaction involving any Person, the ordinary course of such Person’s business, as conducted by such Person in accordance with past practice (or as contemplated by such Person’s business plan or otherwise as part of a legitimate business purpose that is not prohibited under this Agreement or such Person’s organizational documents) and undertaken by such Person in good faith and not for purposes of evading any covenant or restriction in this Agreement.

“Original Indebtedness” has the meaning set forth in the Convertible Note.

“Parties” means the parties to this Agreement and “Party” means either of the Parties.

“Permitted Change of Control” means is a Change of Control that is not an Exempt Change of Control and complies with the following: (i) if the Purchaser has elected the Assumption Option, the Acquiror and the Purchaser have entered into an assignment and assumption agreement, in a form acceptable to the Purchaser, whereby the Acquiror has assumed all of the Supplier’s obligations hereunder and it is confirmed that this Agreement continues in full force and effect after such Change of Control; or (ii) if the Purchaser has elected the LDA Payment Option, the Purchaser has received the Liquidated Damages Amount in full from the Purchaser prior to or concurrently upon the completion of the Change of Control.

“Permitted Company Indebtedness” means, in respect of the Supplier, any Intermediate Holding Company or Lithium Nevada Ventures, any of the following:

(i) Indebtedness of the Supplier in respect of the Convertible Note, any Additional Note and, in each case, capitalized interest in respect thereof;

(ii) Indebtedness existing on the date hereof and set forth in Schedule 3(s) of the Transaction Agreement and any extensions, renewals, refinancings and replacements of any such Indebtedness in accordance with clause (v) hereof;

(iii) Indebtedness (A) of any Subsidiary of the Supplier to the Supplier or any other Subsidiary or (B) of the Supplier to any Subsidiary of the Supplier, solely to the extent that any such Indebtedness is expressly subordinated in right of payment to the Convertible Note pursuant to a subordination agreement in form and substance satisfactory to the Purchaser acting reasonably;

(iv) Guarantees by the Supplier of Indebtedness of any Subsidiary and by any Subsidiary of Indebtedness of the Supplier or any other Subsidiary; provided that the Indebtedness so Guaranteed is Permitted Company Indebtedness and so long as the aggregate amount of such Guarantee does not exceed the Supplier’s allocable share of the liability, based on its direct or indirect ownership percentage of such Subsidiary at the time such Guarantee is provided, and such maximum shall be adjusted from time to time to reflect any changes in the Supplier’s ownership stake in such Subsidiary;

(v) Indebtedness which represents extensions, renewals, refinancing or replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (i), (ii) and (viii) hereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that (A) such Refinance Indebtedness does not increase the principal amount of the Original Indebtedness except by (x) an amount equal to unpaid accrued interest, premium and penalties thereon plus other amounts paid, and fees and expenses incurred, in connection with such

modification, refinancing, refunding, renewal, replacement or extension and (y) an amount equal to any existing unutilized commitments, (B) any Liens securing such Refinance Indebtedness are not extended to any additional property of the Supplier or any Subsidiary, (C) none of the Supplier or any Subsidiary that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, and (D) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness;

(vi) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business;

(vii) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and similar obligations (including guarantees thereof), in each case provided in the ordinary course of business;

(viii) Indebtedness pursuant to p-card, corporate credit card or similar programs in an aggregate amount not to exceed $5,000,000 at any time outstanding;

(ix) Indebtedness that is expressly subordinated in right of payment to the Convertible Note pursuant to a subordination agreement (in form and substance satisfactory to the Purchaser) with a maturity date or scheduled amortization or scheduled payments of principal or subject to mandatory redemption, repurchase, prepayment or sinking fund obligation (other than customary offers to repurchase upon a Change of Control and customary acceleration rights after an event of default) on or after the date that is ninety-one (91) Calendar Days following the Maturity Date;

(x) Indebtedness in respect of leases of office space, office equipment or motor vehicles with respect to which the aggregate lease payments do not exceed $15,000,000 per fiscal year;

(xi) Guarantees of Indebtedness incurred pursuant to clause (b) of the definition of the definition of Permitted Project Indebtedness so long as the aggregate amount of such Guarantee does not exceed the Supplier’s allocable share of the liability, based on its direct or indirect ownership percentage of the Project Company at the time such Guarantee is provided, and such maximum shall be adjusted from time to time to reflect any changes in the Supplier’s ownership stake in the Project Company;

(xii) (A) amounts for insurance premiums, professional fees and fees related to corporate transactions and (B) other amounts due to trade creditors and accrued expenses not to exceed $15,000,000 at any time outstanding, in each case arising in the ordinary course of business and to the extent such amounts and expenses are not unpaid more than ninety days past the due date therefor or are being contested in good faith;

(xiii) Indebtedness incurred in connection with the issuance of GM Letters of Credit (as defined in the GM Investment Documents);

(xiv) other unsecured Indebtedness in an aggregate principal amount not exceeding $1,000,000 at any time outstanding; and

(xv) any Guarantee or other credit support on commercially reasonable terms and conditions to facilitate a sale or transfer of any Specified Tax Credit; provided that the Supplier or such Subsidiary may Guarantee an indemnity for losses from the sale or transfer of Specified Tax Credits on commercially reasonable terms and conditions, but if the guarantee amount exceeds the Supplier’s share of the liability, based on its direct or indirect ownership percentage of the Project Company at the time such Guarantee is provided, such excess portion must not exceed $38,000,000.

“Permitted Company Liens” means, in respect of the Supplier, any Intermediate Holding Company or Lithium Nevada Ventures, any of the following:

“Permitted Encumbrance” means any of the following:

provided that the term “Permitted Encumbrances” shall not include any Encumbrance securing Indebtedness, except with respect to clause (e) above.

“Permitted Project Indebtedness” means, in respect of the Project Company, any of the following:

“Permitted Project Liens” means, in respect of the Project Company, any of the following:

“Permitted Subordinated Loans” has the meaning set forth in the Convertible Note.

“Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any government or any department or agency thereof.

“Phase One Capacity” has the meaning set forth in the definition of Commencement of Commercial Production.

“Phase One Effective Date” has the meaning ascribed to such term in the JV Investment Agreement.

“Phase One Production” has the meaning set forth in the definition of Commencement of Commercial Production.

“Phase One Total Cost” means all costs incurred or payable (whether deferred or otherwise) by or on behalf of the Supplier, the Project Company or any if its Affiliates from and after the Effective Date in respect of advancing the Thacker Pass Project towards Project Completion, including construction, development and operating costs, general and administrative costs, legal costs and other transaction costs (including fees of advisors), consulting costs and fees, insurance costs, and the payment of Taxes, together with the Sunk Cost Adjustment, and without limiting the foregoing, the Phase One Total Costs as at the end of the month preceding the Effective Date are set forth on Schedule “C” hereto (and described by line item).

“Phase One Total Cost Factor” is equal to the applicable adjustment factor set forth on the following table:

“Phase Two” means the planned incremental capacity of approximately 40,000 Tonnes of Lithium Carbonate per year to be developed at the Thacker Pass Project which is in addition to the Phase One Production.

“Pro Forma Distribution Test” means, in respect of each instance of the Supplier’s direct or indirect shareholding and/or economic interest in the Project Company decreasing below 50% and every decrease thereafter (in each occurrence, such new percentage, the “Decreased Interest”), the cash distributions received by the Supplier from the Project Company over the preceding 12-month period, as adjusted to assume the Decreased Interest during such period, are greater than 150% of all amounts that were required to be paid to the Purchaser hereunder during such 12-month period.

“Producer Price Index” means the United States Producer Price Index promulgated by the American Bureau of Labor Statistics that measures the change in the price of goods sold by manufacturers.

“Production Facility” has the meaning set forth in the definition of Commencement of Commercial Production.

“Production Payments” means, collectively, the Fixed Production Payment and the Variable Production Payment.

“Production Threshold” means the Fixed Production Payment hereunder has been paid in respect of an aggregate of 747,000 Tonnes of Lithium Products Produced.

“Project Company” has the meaning set forth in the recitals.

“Project Completion” shall have the meaning ascribed to such term in the DOE Loan.

“Project Completion Date” shall have the meaning ascribed to such term in the DOE Loan.

“Project Document” means each Major Project Document and each other agreement necessary or appropriate for the Thacker Pass Project, including any contract or agreement relating to the ownership, development, construction, testing, operation, maintenance, repair or use of the Thacker Pass Project entered into by the Supplier or any of its Subsidiaries with any other Person, including any credit support instrument in respect of any other Project Document irrespective of whether the Supplier or its

Subsidiaries is a party thereto, but excluding (a) any Transaction Document or DOE Financing Document, (b)(i) any mandate letter with the Purchaser and any similar agreement with any third-party advisor of the Supplier and (ii) any fee letter or professional services agreement, consulting agreement or advisory agreement in respect of any professional services and any similar agreement with any third-party advisor of the Supplier (in each case, so long as, at any time of determination, any amounts payable by such Person under or in connection with such contract or agreement (A) have been or are reasonably expected to be incurred in the Ordinary Course of Business and (B) are contemplated by the then-current relevant Construction Budget or O&M Budget, as applicable), and (c) any other agreement or document executed by the Supplier in connection with any other Indebtedness that constitutes Permitted Company Indebtedness or Permitted Project Indebtedness.

“Project Mining Claims” means each unpatented mining claim set forth on Schedule “A”, including, for avoidance of doubt, all unpatented mining claims on the Project Site, all unpatented mining claims located in whole or in part within a two mile radius from the Project Site (in each case, whether such unpatented mining claims exist on the Effective Date or arise after the Effective Date), together with any amendments, relocations, substitutions or conversions of any of the foregoing, subject in all cases to the paramount title of the United States of America. If the Project Company or any Affiliate or successor or assignee of the Project Company surrenders, allows to lapse or otherwise relinquishes or terminates its interest in any of the Project Mining Claims, and reacquires a direct or indirect interest in any Minerals covered by the former Project Mining Claims, then from and after the date of such reacquisition, such reacquired properties shall be included in the Project Mining Claims.

“Project Site” means the real property and Project Mining Claims on which the Thacker Pass Project is or is intended to be situated.

“Property” means all right, title and interest of the Project Company or its Affiliates in and to the Project Mining Claims and any mining claim, license, lease, concession, permit, patent or other tenure (including fee surface and mineral interests) within the exterior boundaries of the Project Mining Claims.

“Prudent Industry Practice” means those practices, methods, equipment, specifications, and standards of safety and performance, as are commonly accepted in the lithium mining and processing industries as good, safe, prudent and commercial practices in connection with the design, construction, operation, maintenance, repair and use of the Thacker Pass Project.

“Purchase Money Obligations” means the outstanding balance of the purchase price of real and/or personal property, title to which has been acquired or will be acquired upon payment of such purchase price, or Indebtedness to non-vendor third parties incurred to finance the acquisition of such new and not replacement real and/or personal property, or any refinancing of such Indebtedness or outstanding balance.

“Purchaser Response” has the meaning set forth in Section 8.1(b).

“Quarterly Construction Report” means a written report in relation to a fiscal quarter with respect to the Thacker Pass Project in the form attached as Schedule “I”.

“Quarterly Operations Report” means a written report prepared by or on behalf of the Supplier in relation to the immediately preceding fiscal quarter, in the form attached as Schedule “L”.

“Quarterly Reference Payment” means, for each Calendar Quarter of a Calendar Year, the product of the Variable Production Payment Percentage and the Gross Revenue in respect of Lithium Products Produced in the applicable Calendar Quarter.

“Reference Lithium Price” means, for a period of time, in respect of the first 41,500 Tonnes of Lithium Products Produced in the period, the amount calculated below as the Reference Lithium Price based on the applicable Average Lithium Price for such period:

“Refinance Indebtedness” has the meaning set forth in the Convertible Note.

“Representatives” means partners, limited partners, members, Affiliates, representatives, agents, directors, officers, employees, advisors and consultants of a Party.

“Required Project Approvals” shall have the meaning ascribed to such term in the Transaction Agreement.

“Restricted Payment Limitations” means those limitations set forth in Section 9.4 of the DOE Loan (as such section exists as at the Effective Date).

“Sanctioned Entity” means: (i) a country or a government of a country, (ii) an agency of the government of a country or (iii) an organization directly or indirectly controlled by a country or its government in each case, that is on the list published and maintained by the United Nations Security Council, OFAC, Global Affairs Canada, or Public Safety Canada, or the analogous organization of any other applicable country (including as may be applicable to the Supplier, its Subsidiaries or the Thacker Pass Project) as being a “sanctioned country”.

“Sanctioned Person” means: (i) any Person listed in any Sanctions-related list of designated Persons published and maintained by Global Affairs Canada or Public Safety Canada, (ii) any Person named on the list of Specially Designated Nationals published

and maintained by OFAC, or (iii) a Person named on the Consolidated List of individuals published and maintained by the United Nations Security Council.

“Sanctions” means any economic, financial, and trade sanctions laws and export controls, Applicable Laws, regulations, embargoes or restrictive measures administered or enforced by (a) the United States government, including OFAC, the U.S. Department of State, and the U.S. Department of Commerce, (b) any U.S. Executive Orders imposing economic or financial sanctions on any individuals, entities or foreign countries or regimes and (c) the Canadian government including Global Affairs Canada, the Royal Canadian Mounted Police, and the Canada Border Services Agency.

“SEC” means the United States Securities and Exchange Commission.

“SEDAR+” means the System for Electronic Document Analysis and Retrieval + operated by the Canadian Securities Administrators.

“Selected Covenant Release Date” means the date that is the third annual anniversary of the date of Project Completion (as such date exists as at the Effective Date).

“Specified Tax Credit” means the advanced manufacturing production tax credit, as defined in Section 45X of the Code and the Treasury Regulations promulgated thereunder, or any successor to or replacement of such credit.

“Sold” means that there has been a Transfer of title to product containing Minerals to a third Person (including without limitation GM) for good and valuable consideration pursuant to an offtake agreement referred to under Section 4.4(a).

“Subsidiary” means, with respect to any Person, any other Person which is controlled directly or indirectly by that Person.

“Sunk Cost Adjustment” means $401.8 million.

“Supplier Entities” means collectively, the Supplier, Lithium Nevada Ventures and the Project Company.

“Taxes” means any present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, similar fees or other similar charges imposed by any Governmental Body, including interest, additions to tax or penalties applicable thereto.

“Term” means the period commencing on the Effective Date and continuing in perpetuity, subject to termination of this Agreement as provided herein.

“Thacker Pass Project” means the Thacker Pass lithium project located in the State of Nevada including the Property, the mining, development, production, processing, recovery, sale, transportation, storage and delivery operations and related assets and rights and other assets or rights located on or at or used in connection with the Property or to mine Minerals.

“Tonnes” means in metric, 1000 kilograms or 2204.6 pounds.

“Transaction Agreement” means the transaction agreement, dated the Effective Date, between the Supplier and the Purchaser in respect of the implementation of the transactions contemplated under this Agreement and the Convertible Note.

“Transaction Documents” shall have the meaning ascribed to such term in the Transaction Agreement.

“Transfer”, when used as a verb, means to sell, transfer, assign, convey or otherwise dispose of or commit do any of the foregoing. When used as a noun, “Transfer” means a sale, transfer, assignment, conveyance or other disposal or the commitment to do any of the foregoing.

“U.K. Bribery Act” means the Bribery Act 2010 (c. 23) promulgated by the Parliament of the United Kingdom.

“U.S. Foreign Corrupt Practices Act” means the Foreign Corrupt Practices Act of 1977, as amended, 15 U.S.C. §§ 78dd-1, et seq.

“Value Table” means the table set forth in Schedule “H”.

“Variable Production Payment” means, for each Calendar Quarter of a Contractual Year, the product of the Variable Production Payment Percentage and the Gross Revenue in the applicable Calendar Quarter, plus, in respect of the fourth Calendar Quarter, the Earned Variable Adjustment for such Contractual Year (provided that in no case shall the Earned Variable Adjustment result in the applicable Variable Production Payment being less than zero).

“Variable Production Payment Date” has the meaning set forth in Section 3.2(b).

“Variable Production Payment Percentage” means for a given Calendar Quarter, the product of the Base Variable Payment Percentage as at the end of such Calendar Quarter, the Delayed Draw Convertible Debt Factor as at the end of such Calendar Quarter, the Phase One Total Cost Factor as at the end of such Calendar Quarter and the LOM Production Threshold Factor as at the end of such Calendar Quarter.

In this Agreement, unless otherwise specifically provided or unless the context otherwise requires:

All references in this Agreement to currency or to “$”, unless otherwise expressly indicated, shall be to United States dollars. All payments made by the Parties to each other under this Agreement shall be made in such currency in immediately available funds by means of electronic transfer to the account designated by the recipient Party in writing from time to time, without deduction or set-off (unless provided otherwise in this Agreement).

Time shall be of the essence of this Agreement.

The rights of the Purchaser set forth in this Agreement are contractual in nature only and do not convey to the Purchaser any ownership interest in the Property or the Thacker Pass Project.

The Parties shall have the free and unrestricted right to independently engage in, and receive the full benefits of, any and all business ventures of any sort whatever without consulting the other Party or inviting or allowing the other Party to participate therein. Neither of the Parties shall be under any fiduciary or other duty to the other Party which will prevent it from engaging in or enjoying the benefits of, any competing venture or ventures. The legal doctrines of “corporate opportunity” or “business opportunity” as developed or applied by any federal or state court or authority in the United States of America and sometimes applied to Persons or legal entities occupying a joint venture or other fiduciary status shall not be applied to any other activity, venture, or operation of either Party, whether such opportunity is derived from or based on information received or activities conducted under this Agreement or otherwise.

Nothing contained in this Agreement shall be deemed to constitute either Party the partner of the other or to constitute either Party the agent or legal representative of the other or to create any fiduciary relationship between them. It is not the intention of the Parties to create, nor shall this Agreement be construed to create, any mining, commercial or other partnership. Neither Party shall have any authority to act for or to assume any obligation or responsibility on behalf of the other Party.

Where this Agreement calls for the referral to an IE of an Equivalency Impasse, the following shall apply:

(i) shall be instructed to make its determinations in accordance with objective methods commonly utilized in the international lithium mining and processing industry and standards generally accepted by mining professionals in the international lithium mining and processing industry (the selection of applicable standards and guidelines being a matter to be determined by the IE in its sole discretion) on the basis that best reflects the objectives of the Parties under this Agreement;

(ii) shall consider any submissions which may be made to it by either Party, all of which shall be delivered contemporaneously to each other Party;

(iii) may, in its sole discretion, obtain the advice of any other independent expert or other Persons in relation to matters outside of the ordinary expertise of the IE; and

(iv) shall, within 30 Calendar Days after being appointed under this Agreement in respect of an Equivalency Impasse, give written notice of his or her binding determination with respect to the Equivalency Impasse to the Parties.

ARTICLE 2
term

This Agreement, the Fixed Term and the Term shall commence on the Effective Date.

The obligations under this Agreement shall commence as at the start of the Term and shall continue throughout the Term of this Agreement but solely as provided in this Agreement.

ARTICLE 3

PRODUCTION PAYMENTs

The following provisions apply to all Production Payments:

article 4

PERFORMANCE OF MINING OPERATIONS

The Supplier shall not, and the Supplier shall not permit any of the Intermediate Holding Companies, Lithium Nevada Ventures or the Project Company to, as applicable, to, without the prior written consent of the Purchaser, directly or indirectly:

The covenants set forth in Sections 4.1(a), (c) and (d) shall be released and no longer applicable from and after the Selected Covenant Release Date.

The Supplier shall, and the Supplier shall cause the Intermediate Holding Companies, Lithium Nevada Ventures and the Project Company to, as applicable, unless otherwise agreed to by the Purchaser, directly and indirectly:

The covenants set forth in Sections 4.2 (c) and (k) shall be released and no longer applicable from and after the Selected Covenant Release Date.

ARTICLE 5

REPORTING; BOOKS AND RECORDS; site visits

Following the Effective Date and until the Commencement of Commercial Production, the Supplier shall provide regular updates to the Purchaser of the anticipated date for the Commencement of Commercial Production. The Purchaser will provide the Supplier with written notice on the same day as the occurrence of each of: (i) First Production and (ii) the Commencement of Commercial Production.

The Supplier shall, and the Supplier shall cause the Intermediate Holding Companies, Lithium Nevada Ventures and the Project Company to, as applicable, unless otherwise agreed to by the Purchaser, directly and indirectly:

The covenants set forth in Sections 5.2(b) and (h) shall be released and no longer applicable from and after the Selected Covenant Release Date.

Within 30 Calendar Days after the end of each Contractual Year, the Supplier shall deliver to the Purchaser a written report on the production of Lithium Carbonate processed from Minerals during each such Contractual Year, which shall include:

Within 10 Calendar Days of any change in the Property of which the Supplier becomes aware, the Supplier shall notify the Purchaser of such change, including details thereof and an updated Schedule “A”.

Promptly after the Supplier has knowledge or becomes aware thereof, the Supplier shall deliver to the Purchaser written notice of any change, event, occurrence, condition, circumstance, effect, fact or development which has resulted, or that could reasonably be expected to result, in a Material Adverse Effect.

The Supplier shall cause the Project Company to, with ten (10) Business Days’ prior written notice during reasonable business hours, and with five (5) Business Days’ notice during reasonable business hours if an Event of Default shall have occurred and be continuing, and subject to: (i) compliance with all applicable Project Site safety requirements and policies; and (ii) the Project Company’s right, acting reasonably, to coordinate such access to the Project Site with other consultants, contractors, representatives and officers of the DOE, provide the Purchaser’s officers, representatives, its IE and IESC with (i) access to any pertinent books, documents, papers and records of the Supplier and its Subsidiaries for the purpose of audit, examination, inspection and monitoring, to examine and discuss the affairs, finances and accounts of the Purchaser and its Subsidiaries with the representatives of the Supplier and its Subsidiaries, (b) access to the Project Site and ancillary facilities (and allowing the officers and designated representatives of the Purchaser to discuss the Supplier’s and its Subsidiaries’ affairs, finances and accounts with the Supplier’s and its Subsidiaries’

respective officers) for the purpose of monitoring the performance of the Thacker Pass Project, and (c) such other access rights to visit and inspect the Thacker Pass Project and any other facilities and properties of the Supplier; in each case limited to (y) prior to the Project Completion Date, once per fiscal quarter, and (z) after the Project Completion Date, once per six (6) month period; provided that, in each case, the Supplier shall be responsible for all reasonable and documented fees, costs and expenses incurred by the Purchaser in connection with such site visits (including all reasonable and documented fees, costs and expenses of the IE and IESC) up to a maximum of $[***] per Calendar Year, provided that such cap shall not apply if an Event of Default has occurred and is continuing. The Purchaser acknowledges and agrees that the Convertible Note contains a comparable provision with respect to access rights and that the access rights in this Agreement and in the Convertible Note are not meant to be duplicative. With respect to the foregoing, if the Purchaser and the holder under Convertible Note are both entities owned and controlled by Orion Mine Finance, if the Purchaser or the holder shall exercise access rights under this Agreement or under the Convertible Note, such rights shall be deemed to be exercised under both this Agreement and the Convertible Note.

ARTICLE 6

INDEMNIFICATION AND LIMITATION OF LIABILITY

The Supplier agrees to indemnify and save harmless the Purchaser and its Affiliates and their respective directors, officers, employees and agents of the foregoing from and against any and all losses, claims, fines, liabilities and damages (including related costs and expenses) suffered or incurred by any of them as a result of, in respect of, or arising as a consequence of:

provided that the foregoing shall not apply to any losses or damages to the extent they arise primarily from the gross negligence or willful misconduct of such indemnified persons.

The Purchaser agrees to indemnify and save harmless the Supplier and its Affiliates and the directors, officers, employees and agents of the foregoing from and against any and all losses and damages (including related costs and expenses) suffered or incurred by any of them as a result of, in respect of, or arising as a consequence of:

provided that the foregoing shall not apply to any losses or damages to the extent they arise primarily from the gross negligence or willful misconduct of such indemnified persons.

Notwithstanding any other provision of this Agreement, in no event shall a Party be liable to the other Party for or in respect of any consequential, indirect, incidental, exemplary, special or punitive damages of any nature or kind whatsoever arising at any time in connection with this Agreement, whether arising under contract, tort (including negligence), strict liability or any other cause whatsoever, except to the extent such losses are awarded to a third Person in connection with a claim by a third Person.

The indemnifying Party in respect of any losses and damages suffered by an indemnified Party shall be subrogated to all rights of the indemnified Party to recover such losses and damages from any third Person.

Notwithstanding any other provision contained herein, any amounts payable by an indemnifying party to indemnified Parties under this Article 6 shall be reduced on a dollar for dollar basis to the extent that claims for such losses and damages are actually reimbursed to the indemnified party by insurance carried by the indemnified Party.

ARTICLE 7

termination

Upon each occurrence of a Event of Default, if it is continuing, the Purchaser shall have the right to take any or all of the following actions:

If this Agreement is terminated under Section 7.1 or pursuant to Section 8.1(b) upon exercise of the LDA Payment Option, then all rights and obligations under this Agreement shall terminate other than in connection with any antecedent breach. Notwithstanding the foregoing, Article 1 (to the extent applicable to surviving provisions), Sections 3.3 and Article 6, this Article 7, Article 9, Article 10, Article 11 and Article 12 shall survive termination of this Agreement.

Article 8

TRANSFER RESTRICTIONS

The Supplier may not assign, in whole or in part, its rights and obligations under this Agreement, except with the prior written consent of the Purchaser.

The Purchaser may assign, in whole or in part, its rights and obligations under this Agreement, to any Person (each an “Assignee”) who is neither a Competitor nor a Disqualified Institution. Notwithstanding the foregoing, if an Event of Default has occurred hereunder and is continuing, the Purchaser may assign, in whole or in part, its rights and obligations under this Agreement to any Person including a Competitor or a Disqualified Institution but provided that they are neither a Sanctioned Entity or Sanctioned Person. Prior to any such assignment:

The Parties acknowledge that the Purchaser’s interest in the Production Payment may be assigned (in whole or in part) to an Assignee pursuant to Section 8.3. The Supplier, acting in its capacity with respect to the Production Payment, shall maintain a register for the recordation of the names and addresses of the Assignees and the amounts owing to each Assignee pursuant to the terms hereof from time to time. Upon written confirmation of the accuracy by the Purchaser, the entries in the register shall be conclusive absent manifest error, and the Supplier and the Assignees shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a holder of an interest in the Production Payment hereunder.

ARTICEL 9

GOVERNING LAW/Dispute resolution

This Agreement shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.

Any Dispute must be dealt with in accordance with Section 1.8 or this Article 9, as the case may be. For Disputes not contemplated by Section 1.8, the Party claiming that a Dispute has arisen must deliver a written notice of the Dispute to the other Party adequately identifying the subject matter of the Dispute, including facts and legal arguments on which that Party relies in relation to that Dispute (the “Dispute Notice”). The Parties must continue to perform their obligations under this Agreement despite the existence of any Dispute.

Within 10 Business Days after delivery of a Dispute Notice, the Parties must meet to attempt to resolve the Dispute. If the Parties do not so meet or if the Dispute has not been resolved within 15 Business Days after delivery of the Dispute Notice, a member of the senior management of each Party must meet within 20 Business Days after delivery of the Dispute Notice (or within such longer period as the Parties may agree), to attempt to resolve the Dispute. If such Dispute is not resolved within such 20 Business Day period, either Party may refer the Dispute to arbitration in accordance with the provisions of Section 9.4.

The written decision of the arbitral tribunal shall be final and binding upon the Parties. Judgment upon any award rendered by the arbitral tribunal may be entered in any court having jurisdiction.

The losing Party shall pay all costs and expenses of the arbitration, including the reasonable legal fees and expenses of the successful Party.

This Article 9 shall not preclude the Parties from seeking provisional remedies.

ARTICLE 10
confidentiality

Each Party agrees that it shall maintain as confidential and not disclose and shall cause its Representatives to maintain as confidential and not disclose, without the prior written consent of the other Party, the terms of this Agreement and all information (whether written, oral or in electronic format) received or reviewed by it as a result of or in connection with this Agreement (the “Confidential Information”). A Party may disclose Confidential Information:

Each Party shall be liable to the other Party for any improper use or disclosure of such terms or information by its Affiliates, its or its Affiliates’ directors, officers, employees, Representatives and agents.

ARTICLE 11
NOTICES

If to the Supplier:

Lithium Americas Corp.

3260-666 Burrard Street

Vancouver, British Columbia, Canada V6C 2X8

Attention: Jonathan Evans, President and CEO
E-Mail: [***]

and

Lithium Nevada LLC

5310 Kietzke Lane, Suite 200

Reno, Nevada 89511

Attention: Ted Grandy, General Counsel
E-Mail: [***]

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

Vinson & Elkins L.L.P.

845 Texas Avenue

Suite 4700

Houston, Texas 77001

Attention: Jackson O’Maley; Ben Heriaud; Layton Suchma

Email: [***]

and

Cassels Brock & Blackwell LLP

Suite 2200, HSBC Building

885 West Georgia Street,

Vancouver BC V6C 3E8

Attention: David Redford

Email: [***]

If to Purchaser:

c/o Orion Resource Partners (USA) LP

7 Bryant Park, 25th Floor

1045 Avenue of the Americas

New York, NY 10018

Attention: General Counsel

Email: [***]

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

Torys LLP

79 Wellington Street West, Suite 3000

Toronto, ON M5K 1N2

Attention: Michael Pickersgill

Email: [***]

or at such other address or email address as such Party from time to time directs in writing to the other Party.

ARTICLE 12

MISCELLANEOUS

Each Party shall execute all such further instruments and documents and shall take all such further actions as may be necessary to effect the transactions contemplated herein.

Notwithstanding any other provision of this Agreement, no notice, instruction or other communication relating to any change in any details of the Supplier or the Purchaser relating to payment (including the identify of such Person, receiving bank or receiving account number, broker, or broker account number), or in any details of such Person’s callback contact, will be valid, and shall not be complied with by any Party unless:

The callback contacts for Section 12.2 are the following Persons with the following contact details, or such Persons or contact details as the relevant Party may notify from time to time in accordance with Section 12.2:

Name: April Hashimoto

Email: [***]

Telephone Number: [***]

Name: Jeffrey Feeley

Email: [***]

Telephone Number: [***]

If any provision of this Agreement is wholly or partially invalid, illegal or unenforceable, this Agreement shall be interpreted as if such provision had not been a part hereof so that the invalidity, illegality or unenforceability shall not affect the validity, legality or unenforceability of the remainder of this Agreement which shall be construed as if this Agreement had been executed without such provision. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated in this Agreement are fulfilled to the extent possible.

This Agreement constitutes the entire agreement among the Parties pertaining to the subject matter hereof and save and except for the Convertible Note and the Transaction Agreement supersedes all prior agreements, negotiations, discussions and understandings, written or oral, between the Parties.

This Agreement may not be changed, amended or modified in any manner, except pursuant to an instrument in writing signed by each of the Parties.

The failure by any Party to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision unless such waiver is acknowledged in writing nor shall such failure affect the validity of this Agreement or any part thereof or the right of a Party to enforce each and every provision. No waiver of a breach of this Agreement shall be held to be a waiver of any other or subsequent breach.

This Agreement is intended for the benefit of the Parties and their respective successors and permitted assigns and, except for the indemnified Persons referred to in Section 6.1 or Section 6.2, is not for the benefit of, nor may any provision in this Agreement be enforced by, any other Person.

All reasonable documented out of pocket expenses associated with the negotiation, drafting and implementation of this Agreement will be for the account of the Supplier (including all legal fees of the Purchaser) and will be payable as soon as practicably possible (and in any event within 10 Calendar Days) after receiving an invoice from Purchaser.

The Parties hereto do not intend that this Agreement creates an interest in the Property or that there be any violation of the rule against perpetuities, the rule against unreasonable restraints on the alienation of property, or any similar rule with respect to this Agreement. Accordingly, if any right arising under this Agreement is deemed to relate to an exercise of an interest in any real property, such right or option must be exercised, if at all, so as to vest such interest within time periods permitted by applicable rules. If, however, such violation should inadvertently occur, the Parties hereby agree that a court shall reform that provision in such a way as to approximate most closely the intent of the Parties within the limits permissible under such rule.

This Agreement may be executed in one or more counterparts and by the Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by electronic format shall be effective as delivery of a manually executed counterpart of this Agreement.

[Signature pages follow]

Dated at Vancouver, British Columbia as of the date and year first written above.