Contract

Exhibit 10.46

Certain information has been redacted from this exhibit pursuant to Item 601(b)(10)(iv) of Regulation S-K because it is both not material and is the type that the Registrant treats as private or confidential. The Registrant hereby agrees to furnish an unredacted copy of the exhibit and its materiality and privacy or confidentiality analyses to the Commission upon request.



			Joint Development Agreement

Mabanaft GmbH & Co. KG (Mabanaft)

Vast Renewables Limited (Vast)

June 4th, 2024

SYDNEY | MELBOURNE | PERTH



Contents				Page

	2	Defined terms and interpretation		7

		2.1	Defined terms	7

		2.2	Interpretation	14

		2.3	Headings	15

	3	Term		15

	4	Development Activities		16

		4.1	Development Activities	16

		4.2	Role of SM1 SPV	17

		4.3	No obligation to take FID	17

	5	Project Budget and Schedule		17

		5.1	Project Budget and Schedule	17

		5.2	Participating Interests and allocation of Development Costs	17

		5.3	Audit	18

	6	Steering Committee		18

		6.1	Establishment of Steering Committee	18

		6.2	Composition of Steering Committee	19

		6.3	Chairperson	19

		6.4	Secretary	20

		6.5	Meetings	20

		6.6	Notice of meetings	20

		6.7	Quorum	21

		6.8	Voting rights	21

		6.9	Decisions	21

		6.10	Advisers and Observers	22

		6.11	Authority of Representatives	22



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	6.12	Resolution without meeting	22

	6.13	Minutes	22

	6.14	Sub-committees	23

	6.15	Costs and expenses	23

7	Project Manager Appointment		23

	7.1	Appointment	23

	7.2	Powers	23

	7.3	Removal and replacement	24

8	Project Administration		24

	8.1	Project Team	24

	8.2	Access to site	24

	8.3	Accounting	25

	8.4	Reports	25

	8.5	Project Policies	25

9	Future Projects Right of First Refusal		25

	9.1	Offtake Offer	25

	9.2	Mabanaft Response	26

	9.3	Survival	26

10	Relationship of Parties		27

	10.1	Relationship	27

	10.2	Party’s covenants	27

	10.3	Party warranties	27

	10.4	Marketing	28

	10.5	Limitation of liability	28

	10.6	Exceptions	28

	10.7	Liability in connection with Steering Committee	28

	10.8	Indemnity for wrongful acts or omissions	28



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	10.9	Limits to indemnity for wrongful acts or omissions	28

	10.10	Benefits held on trust	29

11	Feasibility Study and Final Investment Decision		29

	11.1	Conduct of Feasibility Study	29

	11.2	Determination of Feasibility Study and taking FID	29

	11.3	SM1 SPV	29

	11.4	Joint Venture Agreement	30

12	Withdrawal and introduction of Additional Investors		31

	12.1	Withdrawing from the Project	31

	12.2	Additional Investors	32

13	Non-solicitation		32

14	Default and termination		33

	14.1	Event of Default	33

	14.2	Default Notice	33

	14.3	Suspensions of rights following an Event of Default	33

	14.4	Deemed withdrawal following an Event of Default	34

	14.5	Failure to provide Offtake Offer	34

	14.6	Failure to achieve Commercial Operations for VS1	34

	14.7	Defaulting Party continues to be liable	35

	14.8	Termination when only one remaining Party	35

	14.9	Effect of expiration or termination	35

15	Dispute Resolution		36

	15.1	Amicable settlement	36

	15.2	Arbitration	36

	15.3	Urgent interlocutory relief	36

	15.4	Costs	36

16	Transfers and Change of Control		36



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	16.1	Restriction on Transfers	36

	16.2	Transfers to Related Bodies Corporate	37

	16.3	Change of Control	37

17	Intellectual property		37

	17.1	Background IP	37

	17.2	Development and creation of Intellectual Property must be notified	37

	17.3	Developed Common IP	37

	17.4	Product Development Agreement	38

18	Insurance		38

19	Confidentiality		39

	19.1	Confidentiality obligation	39

	19.2	Exceptions	39

	19.3	Information Recipient’s obligations	40

	19.4	Media or public announcement	40

20	Compliance		40

	20.1	Definitions	40

	20.2	Representations and warranties	42

	20.3	Associated Person involvement	43

	20.4	Notification	43

	20.5	Audit, Right to terminate and suspension of the Agreement	43

	20.6	Suspension of the Agreement in the event Sanctions prevent any Parties from the execution	44

	20.7	Export control (when applicable)	44

21	Notices and other communications		45

	21.1	Service of notices	45

	21.2	Effective on receipt	45

22	General provisions		46



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	22.1	Alterations	46

	22.2	Approvals and consents	46

	22.3	Costs	46

	22.4	Stamp duty	46

	22.5	Survival	46

	22.6	Counterparts	47

	22.7	No merger	47

	22.8	Entire agreement	47

	22.9	Further action	47

	22.10	Severability	47

	22.11	Waiver	48

	22.12	Payments	48

	22.13	Governing law and jurisdiction	48

	22.14	Ipso Facto Stay	48

	22.15	Remote conferencing	48

	22.16	Third Party Rights	48

Execution page			49

Date: June 4th, 2024



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Parties

1Mabanaft Gmbh & Co KG having its registered seat in Hamburg, registered in the commercial register of the local court of Hamburg under no. HRA 99132, with business address at Xxxxxxxxxxx 0, 00000 Xxxxxxx, Xxxxxxx (Mabanaft)

2Vast Renewables Limited ACN 136 258 574 of 000-000 Xxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, XXX, 2010 (Vast)

Background

AVast is a developer of CSP Technology and renewable energy and green fuels projects.

BMabanaft is a 100%-owned subsidiary of Xxxxxxxx & Xxxxx Aktiengesellschaft of Hamburg, Germany, and is a leading independent and integrated energy company providing energy solutions for transportation, heating and industrial needs.

CMabanaft has the development, commercial and operational expertise in liquid fuels to contribute to the development of the Project and has expressed an interest in developing commercial scale projects using methanol combined with the CSP Technology with Vast.

DVast has a strong and growing pipeline of CSP projects in Australia and around the world and has expressed an interest in developing projects with Mabanaft combining Mabanaft’s liquid fuels expertise with the CSP Technology to deliver utility-scale zero-emissions dispatchable heat, power and green fuels.

EThe Parties are entering into this Agreement to set out the basis on which the Parties will pursue the development of the Project, including:

(i)carrying out a Feasibility Study;

(ii)developing and negotiating a Joint Venture Agreement;

(iii)the Parties deciding whether to take FID and proceed with the Project following completion of the Feasibility Study; and

(iv)steps to be taken following FID.

2 Defined terms and interpretation

2.1 Defined terms

In this document:

Additional Investor has the meaning given in clause 12.2(a).

Adviser has the meaning given in clause 6.10.

Agreement means this agreement.

ARENA means the Australian Renewable Energy Agency.



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Authorisations means all authorisations, leases, licences, permits, approvals, registrations and consents required by any Governmental Authority or under applicable law (including, if applicable, the Foreign Acquisitions and Takeovers Act 1975 (Cth)) for the conduct of the Development Activities or the development and operation of the Project.

Background IP means, in respect of a Party, the Intellectual Property Rights which:

(a)were owned by, or licensed to, that Party before the Commencement Date;

(b)are developed by that Party independently of, and otherwise without connection with, this Agreement or the Project; or

(c)are derived, directly or indirectly, from the Intellectual Property Rights described in paragraphs (a) or (b) of this definition,

in each case:

(d)as proven by tangible evidence; and

(e)excluding Developed Common IP.

Business Day means a day that is not a Saturday, Sunday, public holiday or bank holiday in New South Wales, Australia and Hamburg, Germany.

Calix Project means the project co-located with the Project supplying the carbon dioxide feedstock from an electrified calcination unit owned and operated by Calix Ltd (or a Related Body Corporate).

Chairperson has the meaning given in clause 6.3(a).

Change in Control means, in relation to any entity (the first mentioned entity):

(a)an entity that Controls the first mentioned entity ceases to Control that entity (other than if the Ultimate Holding Company of the first mentioned entity remains the same following the change), including where there is a change in the entity that Controls the first mentioned entity; or

(b)if the first mentioned entity is not Controlled, another entity acquires Control of the first mentioned entity,

but does not include:

(c)a Party (or any Related Body Corporate of a Party) becoming a listed entity on a National Stock Exchange; or

(d)any change in Control of a listed entity on a National Stock Exchange.

Circular Resolution has the meaning given in clause 6.12(a).

Claim means any allegation, debt, cause of action, liability, claim, proceeding, suit or demand of any nature howsoever arising and whether present or future, fixed or unascertained, actual or contingent whether at law, in equity, under statute or otherwise.

Commencement Date means the date on which the last Party signs this Agreement.



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Commercial Operations means when commercial operations for the relevant project is achieved for the purposes of the relevant engineering, procurement and construction contract.

Confidential Information of a Party (Disclosing Party) includes:

(a)the nature and existence of the Feasibility Study, Development Activities, the Project, Offtake Offers and any Future Project, including any discussions that have occurred between the Parties in relation to such matters before the Commencement Date;

(b)the nature and existence of this Agreement and the terms of this Agreement (and any other Project Agreements and any Joint Venture Agreement);

(c)all information that is developed by or for the Disclosing Party pursuant to this Agreement (including during the course of carrying out the Development Activities); and

(d)all information disclosed by the Disclosing Party to the Information Recipient under this Agreement or of which the Information Recipient becomes aware, whether before or after the Commencement Date, except information which:

(i)the Information Recipient creates (whether alone or jointly with any third person) independently of the Disclosing Party;

(ii)was lawfully obtained by the Information Recipient before the Disclosing Party disclosed it to the Information Recipient;

(iii)is received by the Information Recipient from a third party entitled to disclose it; or

(iv)is public knowledge (otherwise than as a result of a breach of confidentiality by the Information Recipient or any of its permitted disclosees).

Consequential Loss means loss of profit, loss of revenue, loss of margin, loss of use, loss of production, loss of product, loss of contract, loss of opportunity, loss of business, loss of goodwill, or loss of savings, or any indirect, special or consequential loss or damage, howsoever arising and whether in an action in contract, tort (including negligence), in equity, product liability, under statute or any other basis.

Continuing Party has the meaning given in clause 12.1(a).

Control has the meaning given to that term in section 50AA of the Corporations Act and Controlled has a corresponding meaning.

Corporations Act means the Corporations Act 2001 (Cth).

Cost Transfer Agreement means the cost transfer agreement between Mabanaft and SM1 SPV dated on or around the date of this Agreement.

CSP means concentrated solar thermal power.

CSP Technology means the CSP generation and storage technology developed by Vast.

Cure Period has the meaning given in clause 14.6.



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Defaulting Party has the meaning given in clause 14.1.

Developed Common IP means the Intellectual Property Rights which:

(a)arise out of, are created or are developed as part of the Development Activities or otherwise in connection with this Agreement or the Project; or

(b)are derived, directly or indirectly, from the Intellectual Property Rights described in paragraph (a) of this definition,

excluding Background IP.

Development Activities has the meaning given in clause 4.1.

Development Costs has the meaning given in clause 5.2(a), subject to clause 5.2(e).

Direction has the meaning given in clause 19.2(a).

Dispute has the meaning given in clause 15.1.

Dispute Notice has the meaning given in clause 15.1.

Encumbrance means:

(a)a mortgage, charge, pledge, lien, hypothecation or title retention arrangement, a right of set off or right to withhold payment of a deposit or other money, a notice under section 255 of the Income Tax Assessment Act 1936 (Cth), subdivision 260 A in schedule 1 to the Taxation Administration Act 1953 (Cth) or any similar legislation;

(b)any other interest or arrangement of any kind that secures the payment of money or the performance of an obligation or which gives a creditor priority over unsecured creditors in relation to any property;

(c)an easement, restrictive covenant, caveat or similar restriction over property; or

(d)an agreement to create any of them or to allow any of them to exist.

Event of Default means any one or more of the events set out in clause 14.1.

Expiry Date means the date that is three years from the Commencement Date, as may be extended under clause 3.

Feasibility Study means a detailed study conducted by or on behalf of the Parties to assess and determine the commercial, economic, technical and strategic feasibility and viability of developing the Project.

Final Investment Decision (FID) means the decision of each Party, at its absolute discretion, as to whether to proceed to incur equity commitments in respect of the construction, installation, completion, testing and commissioning of the Project (or where the context requires, the time at which such a decision is taken or to be taken by the Parties).

Funding Agreement means the funding agreement entered into or proposed to be entered into between ARENA and Vast or its Related Body Corporate (as the case may be) in respect of the Project.



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Future Project means a project involving the production of renewable methanol and other fuels for maritime application involving CSP Technology as part of the heat and/or electricity generation requirements for the production of hydrogen and/or methanol synthesis. For the avoidance of doubt, a Future Project does not include the Project.

Good Faith means, in respect of a Party, the Party:

(a)being fair, reasonable and honest;

(b)doing all thing reasonably expected of it to give effect to the intention of this Agreement; and

(c)attending diligently to the conduct of its commitments under this Agreement,

however, it does not require the Party to do anything contrary to its own commercial interests.

Governmental Authority includes any governmental, semi-governmental, municipal or statutory authority, instrumentality, organisation, body or delegate (including any town planning or development authority, public utility, environmental, building, health, safety or other body or authority).

Grant Order means the grant order entered into or proposed to be entered into between PtJ and Mabanaft or its Related Body Corporate (as the case may be) in respect of the Project.

Gross Negligence means such reckless conduct in breach of a duty of care as demonstrates a conscious or reckless disregard for the harmful, foreseeable, proximate and avoidable consequences which result or may result from that conduct.

Information Recipient has the meaning given in clause 19.1.

Insolvency Event means:

(a)an administrator is appointed to a Party or action is taken to make that appointment;

(b)a Party commences to be wound up or ceases to carry on business;

(c)the appointment of a receiver, receiver and manager or other Controller (as defined in the Corporations Act) to the Party or any of its assets;

(d)a Party enters into a compromise or arrangement with its credits or a class of them;

(e)a Party is insolvent or is presumed to be insolvent under the Corporations Act;

(f)the suspension of payments, a moratorium of any indebtedness or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise other than a solvent reorganisation); or

(g)anything having a substantially similar effect to any of the above events occurs under the law of an applicable jurisdiction.



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Intellectual Property Rights means all industrial and intellectual property rights recognised in any jurisdiction worldwide, whether protectable by statute, at common law or in equity, including:

(a)patents and patent applications, and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions and extensions thereof, utility models and utility model applications, and industrial designs;

(b)trade marks, service marks, trade names, logos, actions in passing off, internet domain names, social media names, together with the goodwill connected with the use thereof and symbolised thereby;

(c)copyrights, including copyrights in computer software;

(d)registrations and applications for registration of any of the foregoing under paragraphs (a)-(c) of this definition;

(e)trade secrets, know-how, methods, techniques, processes (including manufacturing processes), formulae, design or technical specifications, test results, testing methods, procedures, data, metadata, inventions, customer and business lists and other confidential and proprietary information; and

(f)the right to sue at law or in equity for all Claims or causes of action arising out of or related to any past, present or future infringement, misappropriation or violation of any of the foregoing, including the right to receive all proceeds and damages therefrom.

Interest Rate means for a period the rate, expressed as a yield percent per annum (rounded up (if necessary) to four decimal places) that is quoted as the average bid rate on the Reuters monitor system page “BBSY” (or any page that replaces that page) at about 10:30am (South Australia time) on the first day of that period, for bank–accepted bills of exchange that have a tenor equal to (or no more than two Business Days shorter or longer than) that period, plus

Ipso Facto Stay means any limitation on enforcement of rights or self-executing provisions in a contract, agreement or arrangement pursuant to sections 415D, 415F, 415FA, 434J, 434J, 434L, 434LA, 451E, 451G or 451GA of the Corporations Act.

Irremediable Default means a default in the observance or performance of a material obligation under this Agreement that cannot be remedied (including a breach of confidentiality) but does not include a default in the observance or performance of a material obligation within a time specified in this Agreement unless the obligation is incapable of being observed or performed after the end of the time specified.

Joint Venture Agreement means a joint venture agreement to be entered into by the Parties (or their Related Bodies Corporate, as the case may be) providing for, among other things, the governance of the SM1 SPV and the ownership, development and operation of the Project by the SM1 SPV, in the period following FID.

Joint Venture Activities has the meaning given in clause 11.4(c)(i).

Loss means any cost, expense (including legal expenses on an indemnity basis), loss, charge, fee, payment (including payment made under any indemnity), damage, liability or other amount.



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Nasdaq means the National Association of Securities Dealers Automated Quotations Stock Market.

National Stock Exchange means any national stock exchange including any such stock exchange in the United States of America (and including the Nasdaq).

Notice has the meaning given in clause 20.

Observers has the meaning given in clause 6.10.

Offtake Offer has the meaning given in clause 9.1(a)(i).

Participating Interests has the meaning given in clause 5.2(a).

Party means a party to this Agreement.

Personnel means in relation to a Party, that Party’s directors, officers, employees, agents, consultants, contractors and subcontractors.

Project means a solar methanol facility with expected capacity of approximately 8,000MT per annum, located near Port Augusta, South Australia, known as SM1.

Project Agreements means this Agreement, and all other agreements or instruments entered into by or on behalf of the Parties in connection with the Project but does not include any Joint Venture Agreement.

Project Budget and Schedule means the initial budget and schedule for the conduct of the Development Activities, as decided by the Steering Committee, including without limitation all Development Costs.

Project Manager means the person appointed under 7.1, or any replacement appointed under clause 7.3.

Project Policies means the policies for the conduct of the Development Activities, as decided by the Steering Committee from time to time.

Project Team has the meaning given in clause 8.1.

PtJ means Projektträger Xxxxxx who acts on behalf of the Federal Ministry of Education and Research (BMBF) and is responsible for the professional and administrative management of the funding and innovation program on behalf of the German government.

Related Body Corporate has the meaning given in the Corporations Act.

Representative means a person for the time being appointed by a Party as its representative on the Steering Committee, and includes any alternate of that person appointed under the Steering Committee Charter.

SM1 SPV means Solar Methanol 1 Pty Ltd ABN 31 665 456 253.

Steering Committee means the committee established under clause 6 to represent the Parties in relation to the Development Activities and this Agreement.

Steering Committee Charter means a charter for the Steering Committee which sets out the principles for the conduct of the Steering Committee.



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Study Expenses means all capital and operating costs, charges, expenses, fees, Taxes (other than income or capital gains taxes) and other payments and expenditures of and incidental to the conduct of the Feasibility Study, as set out in the Project Budget and Schedule.

Taxes means taxes, levies, deductions and duties, including fines, penalties and interest on any of them.

Term has the meaning given in clause 3.

Third Party means a party who is not a Party or a Related Body Corporate of a Party.

Third Party Claim means a Claim against a Party under or in respect of this Agreement by a Third Party.

Total Production Capacity means, in respect of a Future Project, the total production capacity of renewable methanol derived from the Future Project.

Transfer, of a proprietary or non-proprietary matter, interest or thing means to sell, assign, novate, transfer, convey or otherwise dispose of the proprietary or non-proprietary matter, interest or thing.

Ultimate Holding Company has the meaning given to that term in section 9 of the Corporations Act.

VS1 means a 30MW CSP facility with eight hours of thermal storage, located near Port Augusta, South Australia.

Wilful Misconduct means:

(a)any fraud, fraudulent concealment or dishonesty;

(b)any conduct, act or omission having substantially harmful consequences, done or omitted to be done intentionally and with indifference to, or disregard for, the rights or welfare of those who are or may be thereby affected;

(c)any illegal or malicious act or omission of a Party or any of its Personnel; or

(d)any deliberate breach of this Agreement.

Withdrawal Notice means a notice given under clause 12.1(a), or a notice deemed to be given under clause 11.2(e) or clause 14.4.

2.2 Interpretation

In this document unless the contrary intention appears:

(a)the singular includes the plural and vice versa, and a gender includes other genders;

(b)another grammatical form of a defined word or expression has a corresponding meaning;

(c)a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or schedule or annexure to, this Agreement, and a reference to this Agreement includes any schedule or annexure;



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(d)a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;

(e)a reference to A$, $A, dollar or $ is to Australian currency;

(f)a reference to time is to the local time in New South Wales, Australia or Hamburg, Germany (as relevant);

(g)a reference to a party to a document includes the party’s executors, administrators,successors and permitted assigns and substitutes;

(h)a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;

(i)a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;

(j)a word or expression defined in the Corporations Act has the meaning given to it in the Corporations Act;

(k)the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;

(l)references to the words "includes“, "include" and "including" means "including, but not limited to”;

(m)any agreement, representation, warranty or indemnity in favour of two or more Parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally;

(n)a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this Agreement or any part of it; and

(o)if a day on or by which an obligation must be performed or an event must occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day.

2.3 Headings

Headings are for ease of reference only and do not affect interpretation.

3 Term

(a)This Agreement commences on the Commencement Date and terminates on the earliest to occur of:

(i)the Expiry Date;

(ii)the date this Agreement is terminated in accordance with clause 14.8;

(iii)the date the Parties agree in writing to terminate this Agreement; or



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(iv)following FID, subject to:

(A)all payments due to be made by the Parties pursuant to this Agreement being made in full;

(B)no matter under the Agreement being in dispute; and

(C)the Parties entering into the agreements contemplated by clause 11.3(b),

(Term).

(b)A Party may, no later than 60 days prior to the Expiry Date, request in writing an extension to the Term, such request to be considered by the other Party in Good Faith.

(c)If the Parties agree to extend the Term, then the Expiry Date shall be extended by the relevant period agreed between the Parties, and the Parties shall make any other amendments to this Agreement reasonably necessary to accommodate the extended Term.

4 Development Activities

4.1 Development Activities

(a)The Parties will collaborate on all Pre-FEED and FEED development activities for the Project (including the Feasibility Study) to the extent set out in this Agreement (Development Activities).

(b)The Parties will:

(i)jointly carry out the Development Activities in accordance with:

(A)this Agreement;

(B)any Project Policies; and

(C)all applicable Authorisations, laws, regulations, orders and rules;

(ii)subject to the terms of this Agreement, jointly make available resources, including:

(A)providing funding towards the Project Budget and Schedule in accordance with clause 5; and

(B)providing staff to carry out the Development Activities;

(iii)act through the Steering Committee, the Project Manager, the Project Team, and the Parties’ respective Personnel;

(iv)use all reasonable endeavours and act in Good Faith to pursue the development of the Project expeditiously and in accordance with this Agreement; and

(v)cooperate with and provide all reasonable assistance to the other Party, including furnishing information and documents as the other Party may



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reasonably request to satisfy the requirements of relevant Governmental Authorities, to enable the Parties to secure and maintain their respective funding arrangements for the Project.

4.2 Role of SM1 SPV

(a)Subject to clause 6, SM1 SPV will manage and undertake Development Activities for and on behalf of the Parties (unless otherwise agreed by the Parties).

(b)Vast covenants that SM1 SPV will continue to be wholly owned by Vast, free of all Encumbrances, until the earlier of (i) the expiration or termination of this JDA; and (ii) the date of the transfer of shares in SM1 SPV from Vast to each other Party that has taken FID, in accordance with clause 11.3.

(c)Vast covenants that all studies and property rights and interests which are applied for, secured, acquired or commissioned (as the case may be) in respect of the Project, including the Feasibility Study, shall be applied for, secured, acquired or commissioned (as the case may be) by SM1 SPV for the benefit of the Parties in accordance with their Participating Interests (unless otherwise agreed by the Parties).

4.3 No obligation to take FID

Nothing in this Agreement requires a Party to take a FID or (prior to FID) to make any commitment which as a consequence of this Agreement is required to be made after a FID. For the avoidance of doubt, this clause does not apply to any agreements or commitments made by the Parties in relation to funding the Development Activities.

5 Project Budget and Schedule

5.1 Project Budget and Schedule

The Parties agree that the Development Activities will be conducted in accordance with the Project Budget and Schedule.

5.2 Participating Interests and allocation of Development Costs

(a)The Parties agree that the percentage interests (Participating Interests) in which each Party will participate in the Project, and will share all costs for Development Activities, including Study Expenses (Development Costs), are as follows:

(i)

(ii)

(b)The maximum total contribution by the Parties to Development Costs is equal to the amount as set out in the Project Budget and Schedule from time to time.

(c)SM1 SPV will be responsible for payment of all Development Costs upfront and will be entitled to be reimbursed (or otherwise capitalised) by the Parties for their respective Participating Interest share of Development Costs (unless otherwise agreed by the Parties).



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(d)The Parties acknowledge and agree that the procedure for Mabanaft to reimburse SM1 SPV will be governed by, and must be implemented in accordance with, the Cost Transfer Agreement.

(e)Unless the Steering Committee otherwise decides, Development Costs do not include:

(i)costs incurred by a Party or any Related Body Corporate prior to the Commencement Date;

(ii)liabilities incurred by a Party or any Related Body Corporate as a result of its breach by that Party or Related Body Corporate of any contract;

(iii)any fine or penalty for which a Party or any Related Body Corporate may be liable to any Governmental Authority; and

(iv)non-Third Party or internal costs, including costs incurred by a Party or any Related Body Corporate engaging the services of another Related Body Corporate.

5.3 Audit

(a)SM1 SPV must maintain, and keep for a period of seven years from the date of creation, proper accounts and records which:

(i)record and give a true and fair view of all actions taken by SM1 SPV under or in relation to this Agreement, including any Development Costs incurred by SM1 SPV; and

(ii)are maintained in accordance with the applicable laws, rules and accounting standards of any National Stock Exchange.

(b)A Party may, but not more than once per calendar quarter, upon reasonable prior notice to SM1 SPV, procure an appropriately qualified independent third party to audit the records of SM1 SPV in relation to actions taken SM1 SPV under or in relation to this Agreement, including any Development Costs incurred by SM1 SPV.

(c)SM1 SPV shall provide to the Party carrying out an audit reasonable access to requested information (in electronic format or if electronic format is not available, then in hard copy).

(d)The cost of each audit shall be borne by the Party procuring the audit, unless a material issue is identified as a result of the audit, in which case the cost of the audit shall be borne by SM1 SPV.

6 Steering Committee

6.1 Establishment of Steering Committee

(a)The Parties agree to establish a Steering Committee to oversee and govern the carrying out of Development Activities, which will be formed and conducted in accordance with this clause 6. The Steering Committee is empowered to make



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all decisions in relation to matters within the scope of the Development Activities, other than:

(i)matters expressly reserved by this Agreement for the Parties’ determination, decision, approval or consent; and

(ii)matters which have been expressly delegated in accordance with this Agreement to a Party, the Chairperson, or the Representatives of each Party.

For the avoidance of doubt, the authority of the Steering Committee does not extend to:

(i)taking FID; or

(ii)taking any decision which (on the basis of this Agreement) would have to be taken after FID.

(b)The Steering Committee must determine and maintain the Steering Committee Charter, provided that, to the extent of any inconsistency between the Steering Committee Charter and this Agreement, this Agreement prevails.

6.2 Composition of Steering Committee

(a)Each Party will be entitled to appoint two Representatives on the Steering Committee.

(b)Each Party may also appoint an alternate for each of its Representatives who will be entitled to attend and vote at meetings of the Steering Committee in which the relevant Representative does not participate.

(c)Each Party will appoint its Representatives and alternates (if any) by notice in writing to the other Party.

(d)A Party may replace any of its Representatives or alternates, or revoke any such appointment, at any time by giving not less than five Business Days’ notice in writing to the other Party.

(e)The Project Manager will attend all meetings of the Steering Committee but is not, unless a Representative, entitled to vote.

6.3 Chairperson

(a)The Chairperson will initially be appointed by Xxxxxxxx, with responsibility for appointing the Chairperson to alternate between Parties prior to each subsequent meeting.

(b)The Chairperson will be responsible for:

(i)xxxxxxxxxx and preparing the agenda for Steering Committee meetings; and

(ii)management of the Steering Committee, in accordance with this Agreement.

(c)The Chairperson will not have a casting vote.



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(d)If at any meeting of the Steering Committee the Chairperson will not be present at the time appointed for holding the meeting, the Chairperson may appoint a replacement Chairperson.

(e)If at any meeting of the Steering Committee the Chairperson is not present at the time appointed for holding the meeting, the Representatives present may choose one of those Representatives to preside at that meeting.

6.4 Secretary

(a)The Representatives will appoint a person, who may, but need not be, a Representative, to act as secretary of the Steering Committee.

(b)The secretary will attend all meetings of the Steering Committee but is not, unless a Representative, entitled to vote.

(c)The Representatives may remove the secretary from office and appoint a replacement.

6.5 Meetings

(a)Meetings of the Steering Committee will (unless otherwise agreed by the Steering Committee) be held:

(i)virtually or at such other place as the Steering Committee may from time to time determine; and

(ii)monthly or at such other intervals as required by this Agreement or as the Steering Committee may determine.

(b)In addition, the Project Manager may at any time, and must within five (5) Business Days of being requested to do so by a Party, convene a meeting of the Steering Committee. Any request by a Party for a meeting to be convened must set out the matters to be considered at the meeting.

(c)Meetings of the Steering Committee may be held in person or by telephone, video conference or other means of instantaneous communication.

(d)Each Party will ensure its Representatives convene and attend meetings expeditiously to ensure the continuity of the Development Activities.

6.6 Notice of meetings

(a)Except as otherwise expressly stated otherwise in this Agreement, the Project Manager will give to each Party at least ten (10) Business Days’ notice of each meeting of the Steering Committee (or at least two (2) Business Days’ notice for a reconvened meeting), which notice must outline the business to be conducted at the meeting. Such notice will not be required where the Representatives of each Party agree to waive notice of the meeting.

(b)Each Party may give a notice to the Project Manager and each other Party at least five (5) Business Days prior to the meeting to include any additional items of business to be conducted at the meeting.



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(c)Business not mentioned in a notice of meeting will not be dealt with at the meeting unless all Representatives (not just those present at the meeting) unanimously agree.

6.7 Quorum

(a)The quorum for a meeting of the Steering Committee will be at least one Representative of each Party entitled to vote.

(b)If a quorum is not present within one hour after the time appointed for the meeting:

(i)the meeting will stand adjourned to the same hour on the next Business Day at the same venue or virtually (as the case may be); and

(ii)the Project Manager will endeavour to contact the Representatives who were not present at the first meeting to advise them of the adjourned meeting.

(c)The quorum at an adjourned meeting will be those Representatives present at the adjourned meeting.

6.8 Voting rights

(a) Each Representative of a Party will be entitled to one vote.

(b) Any one Representative appointed by a Party shall be entitled to cast all votes of the Representatives appointed by such Party.

(c) A Representative may attend and vote on a matter at a meeting of the Steering Committee notwithstanding there is a conflict of interest in respect of that matter with the Party appointing that Representative. However, at the start of the relevant meeting before the vote is taken, the existence of this conflict of interest must be declared if not already known by the other Party.

(d) A Representative who decides (at their election) to withdraw from a meeting of the Steering Committee due to a conflict of interest will be treated as not being entitled to vote at that meeting and such withdrawal will not result in the meeting lacking quorum.

6.9 Decisions

(a)All decisions of the Steering Committee must be made by unanimous vote.

(b)If in relation to any decision, the Steering Committee fails, at two consecutive Steering Committee meetings, to pass any proposed resolution:

(i)a Party may escalate the matter to its senior management at the chief executive level (or its equivalent) for direction to the Representatives appointed by such Party prior to the next meeting;

(ii)at the next meeting, the matter shall be put back to the Steering Committee and, if the proposed resolution for the matter once again does not pass, then the Parties agree to continue to perform their obligations under this Agreement to the extent possible until such time as a resolution on the matter is reached; and



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(iii)if a resolution on the matter is not reached within 60 Business Days of the second meeting referred to in clause 6.9(b)(ii) above, either Party may refer the matter to dispute resolution in accordance with clause 15

6.10 Advisers and Observers

A Party may arrange (at its own expense) for consultants or other technical personnel (Advisers) and up to two other persons (Observers) to be present at meetings of the Steering Committee to assist its Representatives, or in the case of the Observers to observe but not participate in the meeting, provided that:

(a)the Party must ensure that each Adviser and Observer is under a duty of confidentiality in relation to all information and materials to which the Adviser or Observer gains access as a consequence of the Adviser or Observer being present at a meeting of the Steering Committee; and

(b)a Party must inform the other Party of its intention to have an Adviser or Observer attend a meeting of the Steering Committee on behalf of the Party at least two (2) Business Days before the meeting (and such notice must include the name and origin of each Adviser and Observer).

6.11 Authority of Representatives

Each Representative will have full power and authority to represent the Party who appointed the Representative in all matters within the powers of the Steering Committee and all acts done by the Representative under this authority will be deemed to be the act of the Party who appointed the Representative.

6.12 Resolution without meeting

(a)A resolution of the Steering Committee which is signed by all Representatives of each Party (Circular Resolution) will be as valid and effective as if it had been passed at a meeting of the Steering Committee properly convened and held.

(b)A Circular Resolution may consist of one or more documents in identical terms, signed by a Representative of each Party.

6.13 Minutes

(a)The secretary of the Steering Committee must arrange for minutes of each Steering Committee meeting and each sub-committee meeting to be taken.

(b)A copy of the minutes of each Steering Committee meeting and each sub- committee meeting must be given by the Project Manager to each Party as soon as practicable, but no later than 5 Business Days after each meeting.

(c)If a Party wishes to make any comments in respect of the minutes, it must do so within 10 Business Days after receiving the minutes by providing a notice to the Project Manager.

(d)The minutes of a Steering Committee meeting or subcommittee meeting, respectively, will be considered and approved (with or without amendments) at the next meeting of the Steering Committee or relevant sub-committee (as applicable), and are to be signed by the Chairperson of the relevant Steering Committee meeting or the chairperson of the relevant sub-committee meeting,



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and are then conclusive evidence of the proceedings and decisions of the meeting to which they relate.

6.14 Sub-committees

(a)The Steering Committee may establish one or more sub-committees to consider and make recommendations (or, if the Steering Committee unanimously and expressly confers such a power, decisions) on such matters as the Steering Committee may from time to time refer to any such subcommittee.

(b)Each Party will be entitled, but will not be obliged, to be represented on each sub- committee.

(c)The Party who has nominated the Chairperson of the Steering Committee will appoint the chairperson of any sub-committee.

(d)Recommendations and (where applicable) decisions of any sub-committee of the Steering Committee must be by unanimous vote. If unanimity cannot be achieved on any matter, such inability and the reasons for that will be reported to the Steering Committee.

6.15 Costs and expenses

Costs and expenses incurred by the Parties relating to the attendance of their respective Representatives at Steering Committee meetings will, unless otherwise agreed, be borne by each respective Party.

7 Project Manager Appointment

7.1 Appointment

The Steering Committee has the power to appoint the Project Manager.

7.2 Powers

(a)The Project Manager will be responsible for the management and conduct of the Feasibility Study, and carrying out the Development Activities, in accordance with this Agreement, including:

(i)managing the Project Team;

(ii)incurring expenditures in accordance with the Project Budget and Schedule;

(iii)establishing comprehensive project management processes to ensure the any deadlines are achieved; and

(iv)preparing the monthly reports in accordance with clause 8.4.

(b) All decisions made by the Project Manager must be authorised in advanced by the Steering Committee.

(c) The Project Manager will report to, is subject to the supervision of the Steering Committee, and must follow any instructions the Project Manager receives from the Steering Committee.



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7.3 Removal and replacement

(a) The Project Manager may be removed:

(i) in accordance with a decision of the Steering Committee;

(ii) by the Chairperson, acting reasonably:

(A) if the Chairperson suspects that the Project Manager has committed fraud or corruption, unconscionable conduct, frivolous or vexatious behaviour or inappropriate conduct (including sexism, racism or other discriminatory behaviour);

(B) if the Project Manager:

(1) fails to follow the directions of the Steering Committee;

(2) acts in any manner which causes (or may reasonably be anticipated to cause) any Party to breach this Agreement, any Project Agreement or any Authorisation;

(3) acts in any manner which would frustrate the Development Activities or prejudice a Party’s interests in the Project; or

(4) fails to comply with any applicable Australian standards;

(iii) on the suspension of this Agreement;

(iv) if the Project Manager was an employee of a Party, the Project Manager ceases to be an employee of that Party; or

(v) if agreed between the Parties.

(b) If the Project Manager is removed, the Steering Committee will appoint a replacement Project Manager.

8 Project Administration

8.1 Project Team

(a) The Parties will establish a team comprised of their respective Personnel (Project Team) to carry out the Development Activities.

(b) The Project Manager may appoint or remove members from the Project Team, provided the Project Manager has the prior approval of the Steering Committee.

8.2 Access to site

The Project Team (and any properly authorised Personnel of a Party) will be entitled at all reasonable times (provided such access is reasonably required for the purposes of the Development Activities, and at the risk and expense of the Party appointing the relevant Project Team member or Personnel), to have access to the Project site(s), provided that:



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(a) access will be provided promptly on request by the owner of that Project site, provided that it does not unreasonably disrupt the conduct of the owner’s operations at the Project site; and

(b) the Project Team members or Personnel of a Party must, when accessing the relevant Project site, comply with:

(i) the directions of the owner of that Project site; and

(ii) the work, health and safety policies or other relevant plans or policies applicable to the relevant Project site (as provided by the owner of that Project site).

8.3 Accounting

The Project Manager must:

(a) ensure that proper accounts and records are maintained in accordance with Australian accounting standards; and

(b) if requested by a Party, provide that Party access to the accounts and records.

8.4 Reports

The Project Manager must deliver to the Steering Committee monthly progress reports as required by the Steering Committee, which reports must include, at a minimum:

(a) compliance with work health and safety matters;

(b) progress against the Project Budget and Schedule;

(d) progress of the Development Activities; and

(e) such other reports as may be requested by the Steering Committee from time to time.

8.5 Project Policies

The Parties agree that the Project Policies will apply to the Development Activities, and the Parties must comply with (and must procure their Personnel comply with) the Project Policies.

9 Future Projects Right of First Refusal



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9.3 Survival

Notwithstanding anything to the contrary in this Agreement, this clause 9 survives the expiration or termination of this Agreement, and the Parties must ensure that provision equivalent to this clause 9 is included in any Joint Venture Agreement.



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10 Relationship of Parties

10.1 Relationship

The Parties agree that:

(a) the rights, duties, obligations and liabilities of the Parties in every case (including in respect of the Development Activities) are several and not joint nor joint and several;

(b) except where this Agreement expressly states otherwise:

(i) nothing in this Agreement creates an association, joint venture, relationship of employment, trust, agency or partnership between the Parties; and

(ii) a Party does not have any authority to act for, or to create or assume any responsibility or obligation on behalf of, any other Party; and

(c) no Party shall be under any fiduciary or other duty to the other Party, including any duty which would prevent it from engaging in or enjoying the benefits of any competing endeavours, subject to the express provisions of this Agreement.

10.2 Party’s covenants

Each Party covenants and agrees with each other Party:

(a) that it has capacity unconditionally to execute and deliver and comply with its obligations under this Agreement;

(b) that this Agreement constitutes valid and legally binding obligations on it and is enforceable against it by any other Party in accordance with its terms;

(c) to diligently observe and perform its obligations and commitments in respect of the Development Activities and under this Agreement;

(d) not to engage (whether alone or in association with others) in any development activities in respect of Future Projects without first entering into Good Faith discussion with the other Party; and

(e) not to do or permit to be done anything by which any of the Authorisations might be rendered liable to be cancelled, forfeited, revised, not issued, not renewed or not extended.

10.3 Party warranties

Each Party warrants, at the date of this Agreement, that:

(a) it has obtained all necessary Authorisations for its participation in the Development Activities including from all relevant Governmental Authorities whether located in Australia or elsewhere; and

(b) by executing this Agreement it will not breach the terms of any Authorisations, its constituent documents or other agreement to which it is a party.



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10.4 Marketing

The Parties:

(a) shall jointly work to market methanol offtake from the Project, and any Future Project in respect of which Mabanaft has an equity interest or offtake right, to customers and potential customers based in Australia; and

10.5 Limitation of liability

Subject to clause 10.6:

(a) no Party will be liable for any Consequential Loss arising out of or in connection with this Agreement; and

(b) each Party’s liability under this Agreement is limited to

10.6 Exceptions

Clause 10.5 does not limit a Party’s liability in respect of:

(a) any act or omission which constitutes Wilful Misconduct or Gross Negligence;

(b) a breach of clause 17, clause 19 or clause 20; or

10.7 Liability in connection with Steering Committee

No Party will be liable to the other Party, and each Party releases the other Party, its Related Bodies Corporate and its and their respective directors, officers and employees from any liability, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty or misrepresentation, or otherwise, in connection with such Party's participation in the Steering Committee.

10.8 Indemnity for wrongful acts or omissions

Each Party (Indemnifying Party) indemnifies each other Party and their respective Related Bodies Corporate (Indemnified Party) from and against any Loss (excluding Consequential Loss) incurred by that Indemnified Party in respect of a Third Party Claim against an Indemnified Party to the extent arising in respect of any Wilful Misconduct or Gross Negligence committed by the Indemnifying Party or its Related Bodies Corporate.

10.9 Limits to indemnity for wrongful acts or omissions

The liability of each Indemnifying Party to an Indemnified Party under clause 10.8 is reduced to the extent that the Loss of an Indemnified Party arises from any



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Wilful Misconduct or Gross Negligence by an Indemnified Party or any of its Related Bodies Corporate.

10.10 Benefits held on trust

Each Party holds the benefit of the indemnities given under clause 10.8 on trust for each of their respective Related Bodies Corporate.

11 Feasibility Study and Final Investment Decision

11.1 Conduct of Feasibility Study

The Feasibility Study must be completed in sufficient detail to allow each Party to determine whether it is able to take FID.

11.2 Determination of Feasibility Study and taking FID

(a) The Project Manager must provide copies of a completed Feasibility Study to the Steering Committee at the earliest opportunity following its completion.

(b) The Steering Committee must refer the Feasibility Study to the Parties within 5 Business Days of receipt.

(c) Within after receiving the Feasibility Study from the Steering Committee, each Party must issue a written notice to the other Party as to whether or not it decides to take FID.

(d) If more than one (1) Party decides to take FID, clause 11.3 will apply.

(e) Any Party who at any point gives notice that it is not taking FID or fails to properly give a notice by the specified due date under clause 11.2(c) shall be deemed to have given a notice withdrawing from the Project having effect on the day such notice is given or the due date (as the case may be).

11.3 SM1 SPV

(a) The Parties acknowledge and agree that development of the Project following FID will occur through the SM1 SPV.

(b) The Parties shall enter into all agreements required to give effect to the transfer of shares in SM1 SPV from Vast to the other Party (or its Related Body Corporate, as the case may be) following FID, in proportion to the Parties’ Participating Interests.

(c) All amounts paid by each Party in relation to Development Costs prior to the execution of the agreements contemplated by clause 11.3(b) shall be applied towards payment for that Party’s (or its Related Body Corporate’s) shares in SM1 SPV

(d) Subject to applicable law, there

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