Common use of Non-Dilution Clause in Contracts

Non-Dilution. LAC covenants and agrees with Ganfeng that, prior to the Effective Date, it shall not, without the prior written consent of Ganfeng, such consent not to be unreasonably withheld or delayed, issue any LAC Common Shares or securities convertible into LAC Common Shares; provided, however, that such restriction shall not apply to securities issued in connection with: (i) the Arrangement, (ii) the grant, vesting, exercise or settlement of any options, restricted share rights, performance share units, deferred share units and other similar issuances pursuant to LAC's share compensation arrangements (existing or to be adopted in the future), (iii) acquisitions (including claims acquisitions or other mining interests), (iv) the exercise of any outstanding warrants, rights or other convertible securities, (v) the issuance of LAC Common Shares under its outstanding Convertible Notes (as defined in the Arrangement Agreement) in accordance with their terms; and (vi) satisfying existing contractual obligations (including without limitation the participation and top up rights of General Motors Holdings LLC under its investor rights agreement with LAC).

Non-Dilution. LAC covenants and agrees with Ganfeng that, prior to the Effective Date, it shall not, without the prior written consent of Ganfeng, such consent not to be unreasonably withheld or delayed, issue any LAC Common Shares or securities convertible into LAC Common Shares; provided, however, that such restriction shall not apply to securities issued in connection with: (i) the Arrangement, (ii) the grant, vesting, exercise or settlement of any options, restricted share rights, performance share units, deferred share units and other similar issuances pursuant to LAC's ’s share compensation arrangements (existing or to be adopted in the future), (iii) acquisitions (including claims acquisitions or other mining interests), (iv) the exercise of any outstanding warrants, rights or other convertible securities, (v) the issuance of LAC Common Shares under its outstanding Convertible Notes (as defined in the Arrangement Agreement) in accordance with their terms; and (vi) satisfying existing contractual obligations (including without limitation the participation and top up rights of General Motors Holdings LLC under its investor rights agreement with LAC).