Debt Commitment Letter, dated August 25, 2024, by and between the Company and Ascend

August 25, 2024

5E Advanced Materials, Inc (“FEAM”)

9329 Mariposa Road, Suite 210

Hesperia, CA 92344

Amended and Restated Note Purchase Agreement

Debt Commitment Letter

Ladies and Gentlemen:

You have advised Ascend Global Investment Fund SPC, a segregated portfolio company incorporated under the laws of the Cayman Islands, for and on behalf of Strategic SP (“Ascend” or “Debt Investor” and together with each other person, if any, nominated by the Debt Investor as a “Commitment Party” after the date of this Debt Commitment Letter, “we” or “us” and each, a “Commitment Party” and, collectively, the “Commitment Parties”), that:

Capitalized terms used but not defined herein have the respective meanings assigned to them in the Note Purchase Agreement. In the case of any such capitalized term that is subject to multiple and differing

definitions, the appropriate meaning thereof in this Debt Commitment Letter shall be determined by reference to the context in which it is used.

Subject only to the satisfaction or waiver of the terms and conditions expressly set forth herein, the Debt Investor hereby commits to purchase the New Notes on or before September 16, 2024 or such other date as may be agreed in writing by the parties hereto (the “Closing Date”) as further set forth in the following manner:

For the avoidance of doubt, in the event Meridian does not acquire all or any amount of the New Notes it has agreed to purchase as permitted by this paragraph, Ascend shall remain fully obligated to purchase all such New Notes on the Closing Date in accordance with the terms herein.

The Debt Investor’s obligations set forth in Section 1(a) of this Debt Commitment Letter shall be subject only to:

EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS DEBT COMMITMENT LETTER OR THE PERFORMANCE BY ANY OF THE COMMITMENT PARTIES OR THEIR RESPECTIVE AFFILIATES OF THE TRANSACTIONS CONTEMPLATED HEREUNDER.

Each party hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in the Borough of Manhattan in the City of New York, and any appellate court from any such court, in any suit, action, proceeding, claim or counterclaim arising out of or relating to this Debt Commitment Letter, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such suit, action, proceeding, claim or counterclaim will be heard and determined in such New York State or, to the extent permitted by law, in such Federal court, (b) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action,

proceeding, claim or counterclaim arising out of or relating to this Debt Commitment Letter in any court in which such venue may be laid in accordance with the preceding clause of this sentence, (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action, proceeding, claim or counterclaim in any such court, and (d) agrees that a final judgment in any such action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Service of any process, summons, notice or document by registered mail or overnight courier addressed to any of the parties hereto at the addresses above will be effective service of process against such party for any suit, action, proceeding, claim or counterclaim brought in any such court.

This Debt Commitment Letter, and its terms or substance, shall not be disclosed by you to any other person or entity, except (a) to your respective officers, directors, employees, affiliates, controlling persons, members, partners, equity holders, current and prospective investors, attorneys, accountants, representatives, agents and advisors, and other experts or agents who need to know such information, on a confidential basis; (b) if the Debt Investor consents in writing to such proposed disclosure; (c) pursuant to the order of any court or administrative agency or otherwise as required by applicable law or regulation or as requested by a governmental authority or regulatory authority (including any self-regulatory authority) (in which case you shall inform us promptly thereof to the extent lawfully permitted to do so); (d) in connection with the enforcement of your rights or remedies hereunder; (e) to the extent that such information becomes publicly available other than by reason of improper disclosure by you or any of your affiliates in violation of any confidentiality obligations hereunder; (f) to the extent that such information is received by you from a third party that is not to your knowledge subject to confidentiality obligations to the Debt Investor; and (g) to the extent that such information is independently developed by you without reliance on any other confidential information received from the Debt Investor or on its behalf.

This Debt Commitment Letter, and its terms or substance, shall not be disclosed by a Commitment Party or the Debt Investor to any other person or entity, except (a) to the Commitment Party’s or the Debt Investor’s affiliates and co-managed funds, and their respective officers, directors, employees, affiliates, controlling persons, members, partners, equity holders, current and prospective investors, attorneys, accountants, representatives, agents and advisors, and other experts or agents who need to know such information, on a confidential basis; (b) if FEAM consents in writing to such proposed disclosure; (c) pursuant to the order of any court or administrative agency or otherwise as required by applicable law or regulation or as requested by a governmental authority or regulatory authority (including any self-regulatory authority) (in which case the Commitment Party or the Debt Investor shall inform FEAM promptly thereof to the extent lawfully permitted to do so); (d) in connection with the enforcement of Ascend’s rights or remedies hereunder; (e) to the extent that such information becomes publicly available other than by reason of improper disclosure by the Debt Investor or any of its affiliates in violation of any confidentiality obligations hereunder; (f) to the extent that such information is received by the Debt Investor from a third party that is not to its knowledge subject to confidentiality obligations to FEAM; and (g) to the extent that such information is independently developed by the Debt Investor without reliance on any other confidential information received from FEAM or on FEAM’s behalf.

The Commitment will terminate upon the earliest to occur of:

5E Advanced Materials, Inc

Hesperia, CA 92344

Attention: Chief Executive Officer

with a copy (which shall not constitute notice) to:

Latham & Watkins LLP

650 Town Center Drive, 20th Floor

Costa Mesa, CA 92626

Attention: Drew Capurro

1 Kim Seng Promenade

#10-01 East Tower

Great World City

Singapore 237994

Attention: Mulyadi Tjandra and Michelle Tanuwidjaja

E-mail: ***@***

***@***

Any notice given by delivery, mail, or courier shall be effective when received.

Section 4 through Section 10 (inclusive) shall survive the termination hereof.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

Sincerely,

Accepted and agreed to as of
the date first set forth above:

5e advanced materials, inc

By: /s/ Paul Weibel

Name: Paul Weibel

Title: Chief Executive Officer

EXHIBIT A

Form of Securities Purchase Agreement

EXHIBIT B

Terms of the Amendments to the Note Purchase Agreement