MASTER PURCHASE AGREEMENTAgreement • August 22nd, 2023 • 1397468 B.C. Ltd. • Metal mining • British Columbia
WHEREAS in connection with the Master Purchase Agreement (as defined herein) between the Corporation and the Investor, the Corporation is proposing to issue 15,002,243 Subscription Receipts (as defined herein) at the Subscription Receipt Purchase Price (as defined herein), with each Subscription Receipt representing the right to receive one Unit (as defined herein) in the manner herein set forth;
AMENDED AND RESTATED ARRANGEMENT AGREEMENT LITHIUM AMERICAS CORP. - and - 1397468 B.C. LTD. June 14, 2023Arrangement Agreement • August 22nd, 2023 • 1397468 B.C. Ltd. • Metal mining • British Columbia
WHEREAS the Parties hereto entered into an Arrangement Agreement dated May 15, 2023 (the "Original Agreement") and the Parties wish to amend and restate the Original Agreement in its entirety;
Certain identified information has been omitted from this exhibit because it is not material and is the type that the registrant treats as private or confidential. [Redacted] indicates that information has been omitted. Proposed Form of Tax Indemnity...Tax Indemnity and Cooperation Agreement • August 22nd, 2023 • 1397468 B.C. Ltd. • Metal mining • British Columbia
WHEREAS Lithium Argentina (formerly known as Lithium Americas Corp. before being renamed pursuant to the Plan of Arrangement (as defined herein)) and Spinco (formerly known as 1397468 B.C. Ltd. before being renamed pursuant to the Plan of Arrangement) entered into the Arrangement Agreement (as defined herein) providing for the Arrangement (as defined herein) of Lithium Argentina (when known as Lithium Americas Corp.) under section 288 of the BCBCA (as defined herein), pursuant to which, commencing at the Effective Time on the Effective Date (as each such term is defined herein), among other things, (i) Spinco acquired the Distribution Property (as defined herein) from Lithium Argentina, and (ii) newly issued no par value common shares of Spinco were acquired by the holders of the Common Shares (as defined in the Plan of Arrangement);
INVESTOR RIGHTS AGREEMENT LITHIUM AMERICAS CORP. and GENERAL MOTORS HOLDINGS LLCInvestor Rights Agreement • August 22nd, 2023 • 1397468 B.C. Ltd. • Metal mining • British Columbia
NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the respective covenants and agreements of the parties herein contained and for other good and valuable consideration (the receipt and sufficiency of which are acknowledged by each party), the parties agree as follows:
LOCK-UP AGREEMENTLock-Up Agreement • August 22nd, 2023 • 1397468 B.C. Ltd. • Metal mining • British Columbia
LITHIUM AMERICAS CORP., a corporation existing under the laws of the Province of British Columbia, and to be named Lithium Americas (Argentina) Corp. as at the Effective Time ("LAC")
