Common use of Conditions in Favour of Glencore Clause in Contracts

Conditions in Favour of Glencore. The obligation of Glencore to complete the subscription of the Rights Offering Share is subject to the following conditions being satisfied in full, which conditions are for the exclusive benefit of Glencore, any of which may be waived, in whole or in part, by Glencore, in its sole and absolute discretion: (a) The Parties shall have entered into the Corporate Governance Agreement. (b) The Parties shall have entered into the Registration Rights Agreement. (c) This Agreement shall not have been terminated in accordance with its terms. (d) All actions required to be taken by or on behalf of PolyMet including the passing of all requisite resolutions of the directors of PolyMet and all requisite filings with any Governmental Entity will have occurred on or prior to the Rights Offering Closing Date, so as to validly authorize the execution and filing of the Preliminary Prospectus, the Final Prospectus, any Prospectus Amendment and Registration Statement and to create and issue the Rights Offering Securities, in each case having the attributes contemplated by the Prospectus and Registration Statement, and PolyMet will have taken all requisite actions, including the passing of all requisite resolutions of the directors of PolyMet, and have made and/or obtained all necessary filings, approvals, orders, rulings and consents of all relevant securities regulatory authorities and other Governmental Entities required in connection with the Rights Offering, the other transactions contemplated in the Agreement and the purchase of Standby Shares by Glencore as contemplated herein. (e) Glencore shall have received a legal opinion as to matters of the laws of Canada dated as of the Rights Offering Closing Date from Fxxxxx, Xxxxxxx Wxxxx & Mxxxxx LLP, Canadian counsel to PolyMet (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers of PolyMet) substantially in the form of Exhibit 5.4(e). (f) Glencore shall have received a legal opinion as to matters of the laws of the United States dated as of the Rights Offering Closing Date from Txxxxxxx Sxxxxxx LLP, United States counsel to the Company (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers of PolyMet) substantially in the form of Exhibit 5.4(f). (g) Glencore shall have received at the Rights Offering Closing Date, a certificate or certificates dated the Rights Offering Closing Date signed on behalf of PolyMet by the Chief Executive Officer and the Chief Financial Officer of PolyMet or such other officers of PolyMet acceptable to Glencore, acting reasonably, in form and content satisfactory to Glencore, acting reasonably, addressed to Glencore certifying for and on behalf of PolyMet and not in their personal capacity after having made due enquiry, with respect to the following matters: (i) its constating documents; (ii) the resolutions of its board of directors relevant to the approval of the Preliminary Prospectus, the Final Prospectus and Registration Statement and the signing and filing thereof, the allotment and issue of the Rights Offering Securities and the authorization of the Agreement and the transactions contemplated therein; and (iii) the incumbency and signatures of certain of its authorized signing officers. (h) PolyMet shall have performed or complied with, in all material respects, each of its covenants contained in the Agreement and each of its representations and warranties which are qualified as to materiality shall be true and correct, and all representations and warranties not so qualified shall be true and correct in all material respects, and Glencore shall have received at the Rights Offering Closing Date a certificate or certificates dated the Rights Offering Closing Date, and signed on behalf of PolyMet by the Chief Executive Officer and the Chief Financial Officer of PolyMet or such other officers of PolyMet acceptable to Glencore, acting reasonably, in form and content satisfactory to Glencore, acting reasonably, addressed to Glencore certifying for and on behalf of PolyMet and not in their personal capacity after having made due enquiry and after having carefully examined the Prospectus and Registration Statement, including all documents incorporated by reference that: (i) since the respective dates as of which information is given in the Final Prospectus or Registration Statement, as amended or supplemented which has been filed and receipted, as required, there has been no requirement to file a Prospectus Amendment under Securities Laws or an amendment of the Registration Statement with the SEC; (ii) no order, ruling, determination or change in Law, in any such case, having the effect of preventing, restricting or suspending the sale or distribution of the Rights suspending the sale or ceasing the trading of the Rights Offering Securities or any other securities of PolyMet or prohibiting the sale of the Rights Offering Securities has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under Securities Laws or by any Governmental Entity; (iii) all representations and warranties of PolyMet made in the Agreement which are qualified as to materiality shall be true and correct, and all representations and warranties not so qualified shall be true and correct in all material respects, as of the Rights Offering Closing Time, as though made on and as of the Rights Offering Closing Time; (iv) all covenants of PolyMet in the Agreement to be performed on or before the Rights Offering Closing Time, shall have been duly performed by PolyMet in all material respects; (v) neither the Rights nor any Shares will have been delisted or suspended or halted from trading for a period of greater than one Business Day at any time prior to the Rights Offering Closing Date; (vi) no Material Adverse Effect will have occurred or have been disclosed (if previously undisclosed) at any time after the date hereof and prior to the Rights Offering Closing Date; and (vii) the Rights Offering Closing Date will have occurred within 90 days after the date of this Agreement.

Conditions in Favour of Glencore. The obligation of Glencore to complete the subscription of the Rights Offering Share is subject to the following conditions being satisfied in full, which conditions are for the exclusive benefit of Glencore, any of which may be waived, in whole or in part, by Glencore, in its sole and absolute discretion: (a) The Parties shall have entered into the Corporate Governance Agreement. (b) The Parties shall have entered into the 2023 Registration Rights Agreement. (cb) This Agreement shall not have been terminated in accordance with its termsprovisions. (dc) All actions required to be taken by or on behalf of PolyMet including the passing of all requisite resolutions of the directors of PolyMet and all requisite filings with any Governmental Entity will have occurred on or prior to the Rights Offering Closing Date, so as to validly authorize the execution and filing of the Preliminary Prospectus, Rights Offering Notice and the Final ProspectusRights Offering Circular, any Prospectus Amendment amendment to the Rights Offering Notice and the Rights Offering Circular, and Registration Statement and to create and issue the Rights Offering Securities, in each case having the attributes contemplated by the Prospectus Rights Offering Notice, Rights Offering Circular and Registration Statement, and PolyMet will have taken all requisite actions, including the passing of all requisite resolutions of the directors of PolyMet, and have made and/or obtained all necessary filings, approvals, orders, rulings and consents of all relevant securities regulatory authorities and other Governmental Entities required in connection with the Rights Offering, the other transactions contemplated in the Agreement and the purchase of Standby Shares by Glencore as contemplated herein. (ed) Glencore shall have received a legal opinion as to matters of the laws of Canada dated as of the Rights Offering Closing Date from Fxxxxx, Xxxxxxx Wxxxx & Mxxxxx LLP, PolyMet's Canadian counsel to PolyMet (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers of PolyMet) substantially in the form of Exhibit 5.4(e5.4(E). (fe) Glencore shall have received a legal opinion as to matters of the laws of the United States dated as of the Rights Offering Closing Date from Txxxxxxx Sxxxxxx LLP, United States counsel to the Company (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers of PolyMet) substantially in the form of Exhibit 5.4(f5.4(F). (gf) Glencore shall have received at the Rights Offering Closing Date, a certificate or certificates dated the Rights Offering Closing Date signed on behalf of PolyMet by the Chief Executive Officer and the Chief Financial Officer of PolyMet or such other officers of PolyMet acceptable to Glencore, acting reasonably, in form and content satisfactory to Glencore, acting reasonably, addressed to Glencore certifying for and on behalf of PolyMet and not in their personal capacity after having made due enquiry, with respect to the following matters: (i) its constating documents; (ii) the resolutions of its board of directors relevant to the approval of the Preliminary ProspectusRights Offering Notice, the Final Prospectus Rights Offering Circular and Registration Statement and the signing and filing thereof, the allotment and issue of the Rights Offering Securities and the authorization of the Agreement and the transactions contemplated therein; and (iii) the incumbency and signatures of certain of its authorized signing officers. (hg) PolyMet shall have performed or complied with, in all material respects, each of its covenants contained in the Agreement and each of its representations and warranties which are qualified as to materiality shall be true and correct, and all representations and warranties not so qualified shall be true and correct in all material respects, and Glencore shall have received at the Rights Offering Closing Date a certificate or certificates dated the Rights Offering Closing Date, and signed on behalf of PolyMet by the Chief Executive Officer and the Chief Financial Officer of PolyMet or such other officers of PolyMet acceptable to Glencore, acting reasonably, in form and content satisfactory to Glencore, acting reasonably, addressed to Glencore certifying for and on behalf of PolyMet and not in their personal capacity after having made due enquiry and after having carefully examined the Prospectus Rights Offering Notice, Rights Offering Circular and Registration Statement, including all documents incorporated by reference that: (i) since the respective dates as of which information is given in the Final Prospectus Rights Offering Notice, Rights Offering Circular or Registration Statement, as amended or supplemented which has been filed and receipted, as required, there has been no requirement to file a Prospectus Amendment an amendment to the Rights Offering Notice or Rights Offering Circular under Securities Laws or an amendment of the Registration Statement with the SEC; (ii) no order, ruling, determination or change in Lawlaw, in any such case, having the effect of preventing, restricting or suspending the sale or distribution of the Rights suspending the sale or ceasing the trading of the Rights Offering Securities or any other securities of PolyMet or prohibiting the sale of the Rights Offering Securities has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under Securities Laws or by any Governmental Entity; (iii) all representations and warranties of PolyMet made in the Agreement this Agreement, which are qualified as to materiality shall be true and correct, and all representations and warranties not so qualified shall be true and correct in all material respects, as of the Rights Offering Closing Time, as though made on and as of the Rights Offering Closing Time; (iv) all covenants of PolyMet in the Agreement this Agreement, to be performed on or before the Rights Offering Closing Time, shall have been duly performed by PolyMet in all material respects; (v) neither the Rights nor any Shares will have been delisted or suspended or halted from trading for a period of greater than one Business Day at any time prior to the Rights Offering Closing Date;; and (vi) no Material Adverse Effect will have occurred or have been disclosed (if previously undisclosed) at any time after the date hereof and prior to the Rights Offering Closing Date; and (viih) the Rights Offering Closing Date will shall have occurred within 90 days after the date of this Agreementon or before April 28, 2023.

Conditions in Favour of Glencore. The obligation of Glencore to complete the subscription of the Rights Offering Share is subject to the following conditions being satisfied in full, which conditions are for the exclusive benefit of Glencore, any of which may be waived, in whole or in part, by Glencore, in its sole and absolute discretion: (a) The Parties shall have entered into the Corporate Governance Agreement. (b) The Parties shall have entered into the Registration Rights Agreement. (c) This Agreement shall not have been terminated in accordance with its terms. (d) All actions required to be taken by or on behalf of PolyMet including the passing of all requisite resolutions of the directors of PolyMet and all requisite filings with any Governmental Entity will have occurred on or prior to the Rights Offering Closing Date, so as to validly authorize the execution and filing of the Preliminary Prospectus, the Final Prospectus, any Prospectus Amendment and Registration Statement and to create and issue the Rights Offering Securities, in each case having the attributes contemplated by the Prospectus and Registration Statement, and PolyMet will have taken all requisite actions, including the passing of all requisite resolutions of the directors of PolyMet, and have made and/or obtained all necessary filings, approvals, orders, rulings and consents of all relevant securities regulatory authorities and other Governmental Entities required in connection with the Rights Offering, the other transactions contemplated in the Agreement and the purchase of Standby Shares by Glencore as contemplated herein. (e) Glencore shall have received a legal opinion as to matters of the laws of Canada dated as of the Rights Offering Closing Date from FxxxxxXxxxxx, Xxxxxxx Wxxxx Xxxxx & Mxxxxx Xxxxxx LLP, Canadian counsel to PolyMet (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers of PolyMet) substantially in the form of Exhibit 5.4(e). (f) Glencore shall have received a legal opinion as to matters of the laws of the United States dated as of the Rights Offering Closing Date from Txxxxxxx Sxxxxxx Xxxxxxxx Xxxxxxx LLP, United States counsel to the Company (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers of PolyMet) substantially in the form of Exhibit 5.4(f). (g) Glencore shall have received at the Rights Offering Closing Date, a certificate or certificates dated the Rights Offering Closing Date signed on behalf of PolyMet by the Chief Executive Officer and the Chief Financial Officer of PolyMet or such other officers of PolyMet acceptable to Glencore, acting reasonably, in form and content satisfactory to Glencore, acting reasonably, addressed to Glencore certifying for and on behalf of PolyMet and not in their personal capacity after having made due enquiry, with respect to the following matters: (i) its constating documents; (ii) the resolutions of its board of directors relevant to the approval of the Preliminary Prospectus, the Final Prospectus and Registration Statement and the signing and filing thereof, the allotment and issue of the Rights Offering Securities and the authorization of the Agreement and the transactions contemplated therein; and (iii) the incumbency and signatures of certain of its authorized signing officers. (h) PolyMet shall have performed or complied with, in all material respects, each of its covenants contained in the Agreement and each of its representations and warranties which are qualified as to materiality shall be true and correct, and all representations and warranties not so qualified shall be true and correct in all material respects, and Glencore shall have received at the Rights Offering Closing Date a certificate or certificates dated the Rights Offering Closing Date, and signed on behalf of PolyMet by the Chief Executive Officer and the Chief Financial Officer of PolyMet or such other officers of PolyMet acceptable to Glencore, acting reasonably, in form and content satisfactory to Glencore, acting reasonably, addressed to Glencore certifying for and on behalf of PolyMet and not in their personal capacity after having made due enquiry and after having carefully examined the Prospectus and Registration Statement, including all documents incorporated by reference that: (i) since the respective dates as of which information is given in the Final Prospectus or Registration Statement, as amended or supplemented which has been filed and receipted, as required, there has been no requirement to file a Prospectus Amendment under Securities Laws or an amendment of the Registration Statement with the SEC; (ii) no order, ruling, determination or change in Law, in any such case, having the effect of preventing, restricting or suspending the sale or distribution of the Rights suspending the sale or ceasing the trading of the Rights Offering Securities or any other securities of PolyMet or prohibiting the sale of the Rights Offering Securities has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under Securities Laws or by any Governmental Entity; (iii) all representations and warranties of PolyMet made in the Agreement which are qualified as to materiality shall be true and correct, and all representations and warranties not so qualified shall be true and correct in all material respects, as of the Rights Offering Closing Time, as though made on and as of the Rights Offering Closing Time; (iv) all covenants of PolyMet in the Agreement to be performed on or before the Rights Offering Closing Time, shall have been duly performed by PolyMet in all material respects; (v) neither the Rights nor any Shares will have been delisted or suspended or halted from trading for a period of greater than one Business Day at any time prior to the Rights Offering Closing Date; (vi) no Material Adverse Effect will have occurred or have been disclosed (if previously undisclosed) at any time after the date hereof and prior to the Rights Offering Closing Date; and (vii) the Rights Offering Closing Date will have occurred within 90 days after the date of this Agreement.

Conditions in Favour of Glencore. The obligation of Glencore to complete the subscription of the Rights Offering Share is subject to the following conditions being satisfied in full, which conditions are for the exclusive benefit of Glencore, any of which may be waived, in whole or in part, by Glencore, in its sole and absolute discretion: (a) The Parties shall have entered into the Amended and Restated Corporate Governance Agreement. (b) The Parties shall have entered into the 2019 Registration Rights Agreement. (c) This None of this Agreement, the Extension Agreement and Warrant Amending Agreement shall not have been terminated in accordance with its termsprovisions. (d) No Triggering Event shall have occurred. (e) All actions required to be taken by or on behalf of PolyMet including the passing of all requisite resolutions of the directors of PolyMet and all requisite filings with any Governmental Entity will have occurred on or prior to the Rights Offering Closing Date, so as to validly authorize the execution and filing of the Preliminary Prospectus, the Final Prospectus, any Prospectus Amendment and Registration Statement and to create and issue the Rights Offering Securities, in each case having the attributes contemplated by the Prospectus and Registration Statement, and PolyMet will have taken all requisite actions, including the passing of all requisite resolutions of the directors of PolyMet, and have made and/or obtained all necessary filings, approvals, orders, rulings and consents of all relevant securities regulatory authorities and other Governmental Entities required in connection with the Rights Offering, the other transactions contemplated in the Agreement and the purchase of Standby Shares by Glencore as contemplated herein. (ef) Glencore shall have received a legal opinion as to matters of the laws of Canada dated as of the Rights Offering Closing Date from Fxxxxx, Xxxxxxx Wxxxx & Mxxxxx LLP, PolyMet’s Canadian counsel to PolyMet (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers of PolyMet) substantially in the form of Exhibit 5.4(e5.4(E). (fg) Glencore shall have received a legal opinion as to matters of the laws of the United States dated as of the Rights Offering Closing Date from Txxxxxxx Sxxxxxx Xxxxxxxx Xxxxxxx LLP, United States counsel to the Company (who may rely, to the extent appropriate in the circumstances, as to matters of fact, on certificates of officers of PolyMet) substantially in the form of Exhibit 5.4(f5.4(F). (gh) Glencore shall have received at the Rights Offering Closing Date, a certificate or certificates dated the Rights Offering Closing Date signed on behalf of PolyMet by the Chief Executive Officer and the Chief Financial Officer of PolyMet or such other officers of PolyMet acceptable to Glencore, acting reasonably, in form and content satisfactory to Glencore, acting reasonably, addressed to Glencore certifying for and on behalf of PolyMet and not in their personal capacity after having made due enquiry, with respect to the following matters: (i) its constating documents; (ii) the resolutions of its board of directors relevant to the approval of the Preliminary Prospectus, the Final Prospectus and Registration Statement and the signing and filing thereof, the allotment and issue of the Rights Offering Securities and the authorization of the Agreement and the transactions contemplated therein; and (iii) the incumbency and signatures of certain of its authorized signing officers. (hi) PolyMet shall have performed or complied with, in all material respects, each of its covenants contained in the Agreement and each of its representations and warranties which are qualified as to materiality shall be true and correct, and all representations and warranties not so qualified shall be true and correct in all material respects, and Glencore shall have received at the Rights Offering Closing Date a certificate or certificates dated the Rights Offering Closing Date, and signed on behalf of PolyMet by the Chief Executive Officer and the Chief Financial Officer of PolyMet or such other officers of PolyMet acceptable to Glencore, acting reasonably, in form and content satisfactory to Glencore, acting reasonably, addressed to Glencore certifying for and on behalf of PolyMet and not in their personal capacity after having made due enquiry and after having carefully examined the Prospectus and Registration Statement, including all documents incorporated by reference that: (i) since the respective dates as of which information is given in the Final Prospectus or Registration Statement, as amended or supplemented which has been filed and receipted, as required, there has been no requirement to file a Prospectus Amendment under Securities Laws or an amendment of the Registration Statement with the SEC; (ii) no order, ruling, determination or change in Lawlaw, in any such case, having the effect of preventing, restricting or suspending the sale or distribution of the Rights suspending the sale or ceasing the trading of the Rights Offering Securities or any other securities of PolyMet or prohibiting the sale of the Rights Offering Securities has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under Securities Laws or by any Governmental Entity; (iii) all representations and warranties of PolyMet made in this Agreement, the Extension Agreement and the Warrant Amending Agreement which are qualified as to materiality shall be true and correct, and all representations and warranties not so qualified shall be true and correct in all material respects, as of the Rights Offering Closing Time, as though made on and as of the Rights Offering Closing Time; (iv) all covenants of PolyMet in this Agreement, the Extension Agreement and the Warrant Amending Agreement to be performed on or before the Rights Offering Closing Time, shall have been duly performed by PolyMet in all material respects; (v) neither the Rights nor any Shares will have been delisted or suspended or halted from trading for a period of greater than one Business Day at any time prior to the Rights Offering Closing Date;; and (vi) no Material Adverse Effect will have occurred or have been disclosed (if previously undisclosed) at any time after the date hereof and prior to the Rights Offering Closing Date; and (viij) the The HSR Clearance shall have been obtained on terms acceptable to Glencore in its sole discretion and shall remain in full force and effect. (k) Rights Offering Closing Date will shall have occurred within 90 days after the date of this Agreementon or before June 30, 2019.