NOTE PURCHASE AGREEMENT BY AND AMONG 5E ADVANCED MATERIALS, INC., THE GUARANTORS, THE PURCHASERS, AND ALTER DOMUS (US) LLC as Collateral Agent Dated as of August 11, 2022Note Purchase Agreement • September 28th, 2022 • 5E Advanced Materials, Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • New York
THIS NOTE PURCHASE AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”), dated as of August 11, 2022 (the “Effective Date”) is entered into by and among, BEP Special Situations IV LLC (“Bluescape”) and any other persons otherwise a party hereto from time to time (each a “Purchaser”), 5E Advanced Materials, Inc., a Delaware corporation with offices located at 19500 State Highway 249, Suite 125, Houston, TX, 77070 (“Issuer”), the Guarantors from time to time party hereto and Alter Domus (US) LLC (“Alter Domus”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”), provides the terms on which the Purchasers shall purchase the Notes (each as defined below) as set forth herein. The parties agree as follows:
