LOCK-UP AGREEMENTUp Agreement • October 5th, 2023 • Lithium Americas Corp. • 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”)
SUBSCRIPTION AGREEMENTSubscription Agreement • October 5th, 2023 • Lithium Americas Corp. • Metal mining • British Columbia
GENERAL MOTORS HOLDINGS LLC, a limited liability company organized and existing under the laws of the State of Delaware
TAX INDEMNITY AND COOPERATION AGREEMENT LITHIUM AMERICAS (ARGENTINA) CORP. - and - LITHIUM AMERICAS CORP. October 3, 2023Tax Indemnity and Cooperation Agreement • October 5th, 2023 • Lithium Americas Corp. • 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);
ASSIGNMENT OF OFFTAKE AGREEMENTAssignment of Offtake Agreement • October 5th, 2023 • Lithium Americas Corp. • Metal mining
RE: LITHIUM OFFTAKE AGREEMENT BETWEEN LITHIUM AMERICAS (ARGENTINA) CORP. AND GENERAL MOTORS HOLDINGS LLC DATED FEBRUARY 16, 2023 (THE “AGREEMENT”)
INVESTOR RIGHTS AGREEMENT LITHIUM AMERICAS CORP. and GENERAL MOTORS HOLDINGS LLC October 3, 2023Rights Agreement • October 5th, 2023 • Lithium Americas Corp. • 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:
JOINDER AGREEMENTJoinder Agreement • October 5th, 2023 • Lithium Americas Corp. • Metal mining
This Joinder Agreement shall be interpreted and enforced in accordance with, and the respective rights and obligations of the parties shall be governed by, the laws of the Province of British Columbia and the federal laws of Canada applicable in that province.
