0001062993-10-003794 Sample Contracts

AMENDMENT AND WAIVER
Registration Rights Agreement • November 18th, 2010 • Polymet Mining Corp • Miscellaneous metal ores • New York

This Amendment and Waiver Agreement (this “Agreement”), is made as of the12th day of November, 2010, by and among POLYMET MINING CORP., a corporation existing under the laws of British Columbia (the “Company”), POLY MET MINING, INC., a corporation existing under the laws of the State of Minnesota (the “Issuer”), and GLENCORE AG, a corporation existing under the laws of Switzerland (the “Purchaser”).

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