Form of MRL Kemerton Asset Sale Agreement among Wodgina Lithium Pty Ltd, Albemarle Wodgina Pty Ltd, Mineral Resources Limited, Albemarle Lithium Pty Ltd and the Company

Definitions    7

Interpretation    7

Conditions precedent    7

Satisfaction of the Conditions    8

Waiver    8

Notice    8

Termination    8

Sale and purchase    9

Kemerton Consideration    10

Payments to reduce Kemerton Consideration    10

Method of making payments    10

Consent to Kemerton Sublease    10

Information and access    13

General Conduct – Kemerton Sale Interest and Kemerton Project    14

Compliance with clause 4 and Permitted Acts    15

Kemerton Transaction Documents    15

Swap arrangement for Greenbushes Concentrate and Product    18

Acquisition or development of non-Australian processing assets    18

Tax Notice    18

Date and place for Completion    18

Obligations of Albemarle Lithium at Completion    18

WLPL's obligations at Completion    19

Security Interest    19

Interdependence    19

Completion of Albemarle Kemerton ASA    19

Effect of Completion – title and risk    19

Duty    20

Registration    20

Kemerton Approvals    20

Acknowledgment    20

Retained Liabilities    21

Indemnity by Albemarle Lithium in respect of Retained Liability    21

Kemerton Insurance    21

Making of claims    22

Provision of information relevant to future insurances    22

Definition    22

Giving of Albemarle Group Warranties    22

Matters disclosed    23

No liability    23

Consequential Loss    24

Tax or other benefit    24

Disclaimer    24

Exclusion of warranties and statutory actions    25

Notice and time limits on Claims    25

Minimum amount of Claims    26

Maximum liability    26

No double recovery    26

Disclosure regarding Third Party Claims    26

Conduct in respect of Third Party Claims    26

Recovery    27

Insured Claim or loss    27

Duty to mitigate    27

Independent limitations    28

Damages only remedy    28

No knowledge of breach    28

WLPL Warranties    28

Reliance    28

Independent WLPL Warranties    28

Survival    29

MRL Warranties    29

Reliance    29

Independent MRL Warranties    29

Survival    29

Indemnity    29

Albemarle Corporation Warranties    29

Reliance    30

Independent Albemarle Corporation Warranties    30

Survival    30

Indemnity    30

Confidentiality obligation    30

Exceptions    30

Information Recipient's obligations    31

Media announcement    31

Consideration    31

WLPL Guarantee    31

Indemnity    32

Extent of WLPL Guarantee and indemnity    32

Payments    32

Continuing guarantee and indemnity    32

Enforcement against MRL    33

Limitation    33

Consideration    33

Albemarle Guarantee    33

Indemnity    33

Extent of Albemarle Guarantee and indemnity    33

Payments    34

Continuing guarantee and indemnity    34

Enforcement against Albemarle Corporation    34

Limitation    34

Dispute Notice    34

Continuance of Contract    35

Duty    35

Costs and expenses    35

Costs of performance    35

Interpretation    35

GST Gross Up of Taxable Supplies    35

Application of foreign resident capital gains withholding    36

Clearance Certificate given by Albemarle Lithium    37

WLPL entitled to withhold    37

WLPL's obligation to pay Withholding Amount to the Commissioner    37

Payment of the Withholding Amount after Completion    37

Discharge of liability    37

Definitions and interpretation    37

Protecting interests    37

Notices    38

General    38

How to give a communication    38

Particulars for delivery    38

Communications by post    39

Communications by email    39

Process service    39

After hours communications    39

Consents and approvals    40

Entire agreement    40

Further assurances    40

Rights cumulative    40

Survival and merger    40

Variation    40

Waiver    40

Governing law    40

Counterparts    40

Default interest    40

Interest payable on overdue amounts    41

Invalidity    41

Operation of indemnities    41

Payments    41

Relationship    41

Assignment, novation and other dealings    41

Third party rights    42

Albemarle Lithium is the beneficial and (except where expressly provided in this agreement) legal owner of the Kemerton Sale Interest.

Albemarle Lithium has agreed to sell to WLPL, and WLPL has agreed to purchase from Albemarle Lithium, the Kemerton Sale Interest on the terms and conditions of this agreement.

Defined terms and interpretation

which is defined in the Dictionary in Schedule 1, has the meaning given to it in the Dictionary;

which is not defined in this agreement has the meaning given to it in the Wodgina ASSSA, applied mutatis mutandis;

which is defined in the Corporations Act, but is not defined in the Dictionary or the Wodgina ASSSA, has the meaning given to it in the Corporations Act; and

which is defined in the GST Law, but is not defined in the Dictionary, the Wodgina ASSSA or the Corporations Act, has the meaning given to it in the GST Law.

The interpretation clause in clause 1.2 of the Wodgina ASSSA sets out rules of interpretation for this agreement, applied mutatis mutandis.

A reference to so far as Albemarle Lithium is aware, or words to that effect, in relation to a fact, matter or circumstance is to the actual knowledge of any of the following persons as at the Execution Date having made due and proper enquiries prior to 5.00 pm (Perth time) on the day prior to the Execution Date:

Luke Kissam;

Karen Narwold;

Jennifer Morningstar;

Stephen Buras

Eric Norris; and

Jac Fourie.

Conditions to Completion

Regulatory approval:

a merger filing, if required, having been made by the parties to, and accepted by, SAMR pursuant to the Anti-Monopoly Law and SAMR having issued a decision confirming that it will not conduct further review of the transactions evidenced by the Wodgina ASSSA and this agreement or it will allow the transactions evidenced by the Wodgina ASSSA and this agreement to proceed without conditions or, subject to clause 2.2(a), on conditions reasonably acceptable to the parties; or

that all applicable waiting periods under the Anti-Monopoly Law in respect of the review of the transaction contemplated by the Wodgina ASSSA and this agreement have expired.

Transfer of Sale Interest: The condition precedent to transfer the Sale Interest to AWPL set out in clauses 2.1(a), (b) and (c) of the Wodgina ASSSA have been satisfied or waived.

Transfer of Albemarle Kemerton Interest: The condition precedent to transfer the Albemarle Kemerton Interest to AWPL set out in paragraph 1 of clause 2.1 under the Albemarle Kemerton ASA has been satisfied or waived.

Each of Albemarle Lithium and WLPL must use all reasonable endeavours to satisfy the Conditions in clauses 2.1(a) and 2.1(b) by the Conditions Precedent Date, provided that in respect of the Condition in clause 2.1(a), neither party will be required to offer, propose or agree to any conditions to SAMR’s approval of the transaction evidenced by this agreement until the impact on the Project and the Kemerton Project together of such conditions have been agreed between the parties and the Transaction Documents and the Kemerton Transaction Documents have been revised to reflect such impact, if necessary, on terms reasonably satisfactory to each party.

Albemarle Lithium and AWPL must each use all reasonable endeavours to satisfy the Condition in clause 2.1(c) by the Conditions Precedent Date.

Albemarle Lithium and WLPL must cooperate with each other in doing anything reasonably necessary to satisfy the Conditions.

Albemarle Lithium must, if required, make a merger filing with SAMR as referred to in clause 2.1(a) by the date that is 30 Business Days after the Execution Date in connection with the transactions contemplated by this agreement.

The following principles apply to the SAMR merger filing contemplated by the Condition in clause 2.1(a):

Albemarle Lithium will have sole control of the strategy for the filing, including preparing, lodging and managing the filing;

Albemarle Lithium will consult with WLPL regarding the strategy for the filing and any other subsequent submissions and will consider WLPL's views regarding such strategy to the extent they are reasonable (provided that nothing in this clause 2.2(e) obliges Albemarle Lithium to alter its proposed strategy for the filing);

without limiting clause 2.2(c), WLPL must provide all assistance reasonably requested by Albemarle Lithium for the filings, including providing any information and signing all documents required; and

for the filing contemplated by the Condition in clause 2.1(a), prior to the submission of that filing and any other subsequent submissions to SAMR made in connection with clause 2.1(a), Albemarle Lithium will provide WLPL with a draft of the filing or subsequent subsmissions (which copy may redact matters which are confidential or commercially sensitive) allowing for a reasonable time in which to provide comments (which comments must be provided promptly) and will consider reasonable amendments to the filing and submissions requested by WLPL (provided that Albemarle Lithium is not obliged to amend the filing to account for WLPL's requested amendments).

keep the other party fully informed (by notices in writing) in relation to progress towards the satisfaction of the Conditions; and

promptly notify the other in writing if it becomes aware that a Condition is satisfied or incapable of being satisfied before the Conditions Precedent Date.

This agreement is terminated automatically on termination of the Wodgina ASSSA.

Without limiting clause 2.5(a), Albemarle Lithium or WLPL may terminate this agreement before Completion by giving written notice to the other of Albemarle Lithium or WLPL (as the case may be) if:

a Condition is not satisfied or waived by the Conditions Precedent Date;

a Condition (which has not been waived) becomes incapable of being satisfied by the Conditions Precedent Date;

the parties agree that a Condition cannot be satisfied by the Conditions Precedent Date (unless that Condition is satisfied before termination of this agreement); or

the other of Albemarle Lithium or WLPL (as is relevant) suffers an Insolvency Event,

Provided the Conditions have been satisfied or waived, if either the MRL Group or the Albemarle Group (Defaulting Party) does not Complete when required to do so under this agreement, other than as a result of default by the other group (Non-Defaulting Party), the Non-Defaulting Party may give the Defaulting Party notice requiring it to Complete within 10 Business Days of receipt of the notice. When a notice is given under this clause 2.5(c), time will be of the essence under this agreement in all respects.

If either the Seller Group (as that term is defined in the Wodgina ASSSA) on the one hand or the Buyer Group (as that term is defined in the Wodgina ASSSA) on the other hand gives a notice under clause 2.6(c) of the Wodgina ASSSA then a notice will be deemed to be given under clause 2.5(c) of this agreement by:

in the case of the Seller Group, the MRL Group; or

in the case of the Buyer Group, the Albemarle Group.

If the Defaulting Party does not Complete within the period specified in clause 2.5(c) , the Non-Defaulting Party may choose either to seek specific performance or terminate this agreement, without limitation to any accrued rights.

If this agreement is terminated, then:

if any Kemerton Transaction Document does not automatically terminate in accordance with its terms on termination of this agreement, the parties will procure that each other Kemerton Transaction Document that has been executed is terminated;

each party is released from its obligations to further perform its obligations under each other Kemerton Transaction Document, except those expressed to survive termination; and

each party retains the rights it has against the other in respect of any breach of this agreement occurring before termination (except, in relation to the rights of WLPL and MRL, in the circumstances set out in clause 3 of the Break Fee Letter).

Sale and purchase of Kemerton Sale Interest

for the Kemerton Consideration;

with effect from Completion;

free from any Security Interest (other than a Permitted Security Interest); and

on the terms and conditions of this agreement.

The consideration for the sale and purchase of the Kemerton Sale Interest is the Kemerton Consideration.

Albemarle Lithium must notify WLPL of the amount of the Kemerton Consideration prior to Completion.

Albemarle Lithium directs WLPL to offset (as set out in clause 4.3(b) of the Wodgina ASSSA) the payment of the Kemerton Consideration against any amounts owing by AWPL to WLPL pursuant to the Wodgina ASSSA, instead of paying that amount to Albemarle Lithium, and WLPL agrees that WLPL will comply with that direction.

Albemarle Lithium acknowledges that, by offsetting amounts as described in clause 3.2(c), WLPL will satisfy its obligation to pay Albemarle Lithium the Kemerton Consideration.

WLPL acknowledges, by offsetting amounts as described in clause 3.2(c), AWPL will satisfy its obligation to WLPL, to the extent of the amount offset.

All payments required to be made under this agreement must be paid without deduction or set-off in Immediately Available Funds to the bank account or accounts nominated in writing before the due date for payment by the party to whom the payment is due.

Any nomination referred to in clause 3.4(a) must be made at least 2 Business Days before the payment is due.

Interim Period

The parties acknowledge and agree that:

the none of the arrangements contemplated by this clause 4.1 will be effective unless and until Completion occurs; and

without limiting clause 4.1(a)(i), on obtaining the consent and approval specified in clauses 4.1(b)(i) and 4.1(b)(ii), the parties will enter into the Kemerton Sublease, the Kemerton Access Licence or any alternate arrangement contemplated by this clause 4.1 (as applicable).

On and from the Execution Date, the parties must use all reasonable endeavours to:

obtain the consent of LandCorp (in accordance with the terms of the Kemerton Lease and the Kemerton Easement) to:

the entry into the Kemerton Sublease and Kemerton Access Licence by Albemarle Lithium, AWPL and WLPL; and

the grant of the Deed of Cross Security over the Kemerton Sublease,

obtain the approval of the Western Australian Planning Commission to the sublease of a portion of the Lease Land for the purposes of the grant of the Kemerton Sublease on terms acceptable to Albemarle Lithium, AWPL and WLPL (each acting reasonably).

If either:

the consent of LandCorp under clause 4.1(b)(i) or the consent of the Western Australian Planning Commission under clause 4.1(b)(ii) is refused or not granted by 31 December 2020; or

the terms of either such consent are not acceptable to Albemarle Lithium, WLPL or AWPL (each acting reasonably),

the parties will enter into the Kemerton Access Licence for the Kemerton Easement;

the parties will enter into the Kemerton Sublease which will be in respect of all the area of the Lease Land;

under the revised Kemerton Sublease referred to in clause 4.1(c)(iv) above, Albemarle Lithium will be granted the option (for consideration of US$10), to elect (at its sole discretion and at any time during the term of the Kemerton Sublease subject only to the requirement to obtain (to the extent required) the approvals under clause 4.1(b)(i)) to cause the partial surrender of the Kemerton Sublease to exclude the Kemerton Expansion Capacity Area; and

if, during the term of the Kemerton Sublease, Albemarle Lithium exercises its option to cause the partial surrender of the Kemerton Sublease as contemplated by clause 4.1(c)(iv) and (to the extent required), the approvals under clause 4.1(b)(i) are obtained, AWPL and WLPL will grant a non-exclusive access licence to Albemarle Lithium in accordance with the following principles:

the licence will be effective from the date of exercise of the surrender option contemplated by clause 4.1(c)(iv) and will run for the duration of the Kemerton Sublease;

the consideration for the licence will be US$1.00;

the licence will cover the area of the Kemerton Lease (excluding the area the subject of the Kemerton Trains 1 and 2 Infrastructure);

the licence applies to all Kemerton Shared Assets and any other infrastructure located at the Kemerton Project (other than the Trains) and not forming part of the Kemerton Expansion Capacity;

AWPL and WLPL will, to the extent AWPL and WLPL hold any Kemerton Approvals and Kemerton Contracts:

hold and maintain the Kemerton Approvals and Kemerton Contracts for WLPL and AWPL (to the extent of the Kemerton Expansion Capacity);

operate and maintain the Kemerton Shared Assets (subject to the Plant Services Agreement); and

use all reasonable endeavours to secure and maintain any necessary future approvals and contracts for Albemarle Lithium (and under reasonable direction from Albemarle Lithium) related to the Kemerton Expansion Capacity,

the cost (including costs for operation and replacement) of the Kemerton Approvals and Kemerton Contracts (and any future approvals and contracts) will be borne by Albemarle Lithium to the extent of the Kemerton Expansion Capacity or the Kemerton Expansion Capacity Area; and

Albemarle Lithium will indemnify WLPL and AWPL for any Liabilities suffered or incurred by WLPL and AWPL arising from or in connection with the Kemerton Approvals and Kemerton

all costs (including fixed and variable costs) and Liabilities related solely to:

the Kemerton Train 1 and 2 Infrastructure, will be borne by WLPL and AWPL in accordance with their proportionate interests under the JVA; and

the Kemerton Expansion Capacity, will be borne by Albemarle Lithium;

all other costs of operating and maintaining the Kemerton Shared Assets (including costs of repair and replacement) will be borne by Albemarle Lithium on the one hand and WLPL and AWPL on the other hand in proportion to the capacity at the Kemerton Project; and

the utilities to be provided to Albemarle Lithium for operation of the Kemerton Expansion Capacity and Kemerton Shared Assets will be passed through at cost based on consumption attributable to Albemarle Lithium,

If, for the revised arrangement contemplated by clause 4.1(c), either:

the consent of LandCorp under clause 4.1(b)(i) or the consent of the Western Australian Planning Commission under clause 4.1(b)(ii) is refused or not granted by 31 December 2020; or

the terms of either such consent are not acceptable to Albemarle Lithium, WLPL or AWPL (each acting reasonably),

the parties will enter into the Kemerton Access Licence for the Kemerton Easement;

the parties will enter into the Kemerton Sublease which will be in respect of all the area of the Lease Land;

under the revised Kemerton Sublease referred to in clause 4.1(d)(iv) above, Albemarle Lithium will be granted the option (for consideration of US$10), to elect (at its sole discretion and at any time during the term of the Kemerton Sublease) to be granted a sub-sublease of the Kemerton Expansion Capacity Area (on substantially the same terms of the Kemerton Sublease, applied mutatis mutandis); and

if, during the term of the Kemerton Sublease, Albemarle Lithium exercises its option to be granted a sub-sublease of the Kemerton Expansion Capacity Area as contemplated by clause 4.1(d)(v), AWPL and WLPL will grant an access licence to Albemarle Lithium in accordance with the principles outlined in clause 4.1(d)(vi) (except that the access licence will be effective from the date of exercise of the subsub-lease option contemplated by clause 4.1(d)(v)),

If, for the revised arrangement contemplated by clause 4.1(d), either:

the consent of LandCorp under clause 4.1(b)(i) or the consent of the Western Australian Planning Commission under clause 4.1(b)(ii) is refused or not granted by 31 December 2020; or

the terms of either such consent are not acceptable to Albemarle Lithium, WLPL or AWPL (each acting reasonably),

the parties will enter into the Kemerton Access Licence for the Kemerton Easement;

Albemarle Lithium will grant AWPL and WLPL an access licence, substantially in accordance with the principles outlined in clause 4.1(c)(v), applied mutatis mutandis;

the parties will make such amendments to the relevant agreements to put the parties in the position that they would have been had the consents contemplated by clause 4.1(b) been obtained;

without limiting clause 4.1(e)(v), Albemarle Lithium, WLPL and AWPL will seek to grant a form of security in favour of WLPL and AWPL as parties to the JVA, such form of security to be agreed between Albemarle Lithium, WLPL and AWPL (each acting reasonably); and

the revised arrangement must not breach the terms of the Kemerton Lease, the Kemerton Approvals or any applicable law,

If the revised arrangement contemplated by clause 4.1(e) is not entered into for any reason (including because the consent of Landcorp or the Western Australian Planning Commission is required to such arrangement and such consent has not been obtained), Albemarle Lithium and WLPL will consult and use all reasonable endeavours to promptly identify an alternative proposal to such arrangement reasonably satisfactory to each party, which arrangement must as far as possible put the parties in the position they would have been had the consents contemplated by clause 4.1(b) been obtained, provided that such arrangement must not breach the terms of the Kemerton Lease, the Kemerton Easement, the Kemerton Approvals or any applicable law.

Without limiting clauses 4.1(b) to 4.1(f), if at the Completion Date, the consents contemplated by clause 4.1(b) have not been obtained for any of the arrangements then Albemarle Lithium will permit AWPL and WLPL to enter upon and access the Lease Land under the terms of the Kemerton Lease until a revised arrangement is entered into in accordance with clauses 4.1(b) to 4.1(f) (as applicable).

Albemarle Lithium must provide to WLPL, as soon as reasonably practicable after it becomes aware of the information, details (including copies where relevant) of all material information in relation to the Kemerton Project and the Kemerton Sale Interest that Albemarle Lithium, its Related Bodies Corporate or Representatives become aware of during the Interim Period (including copies of all notices in respect of the Kemerton Project and the Kemerton Sale Interest received during the Interim Period, including from Government Agencies, contract counterparties or any other party).

During the Interim Period, Albemarle Lithium must, to the extent permitted by law and subject to clauses 4.2(c) and 14:

give WLPL and its Representatives reasonable access to the Kemerton Sale Interest during normal business hours and on reasonable notice (provided that WLPL complies with Albemarle Lithium's reasonable safety requirements); and

provide information relating to the Kemerton Project and the Kemerton Sale Interest as WLPL reasonably requires to enable WLPL to become familiar with the Kemerton Project (and WLPL may make copies of such information) provided that nothing in this clause 4.2(b)(ii) constitutes a licence to WLPL to use such information for any purpose and access to and copying of information relating to the design of the lithium hydroxide plant may be subject to restrictions, including such information not being made available to certain persons.

WLPL may only exercise its rights under clause 4.2(b) to the extent it does not unreasonably interfere with the conduct of the activities and operations of Albemarle Lithium.

During the Interim Period, two Representatives of each of WLPL and Albemarle Lithium must meet not less than once every fortnight at such time and place (which may be by teleconference) agreed between WLPL and Albemarle Lithium to discuss the Kemerton Sale Interest (including the progress regarding the construction of the Kemerton Incomplete Infrastructure). The Representatives of WLPL and Albemarle Lithium must be the same as the Representatives of WLPL and AWPL attending the meetings under clause 6.2(d) of the Wodgina ASSSA and the meetings are to take place at the same time as the meetings under clause 6.2(d) of the Wodgina ASSSA.

Nothing in this clause 4.1 obliges Albemarle Lithium to provide information to WLPL in relation to sales of Product.

comply with all applicable laws in relation to the Kemerton Sale Interest and the material terms and conditions of the Kemerton Approvals in relation to the Kemerton Sale Interest and the Kemerton Lease;

not, and not take any steps to, surrender or relinquish the Kemerton Approvals in relation to the Kemerton Sale Interest or the Kemerton Lease, or agree to a variation of the terms of such Kemerton Approvals to the extent of the Kemerton Sale Interest or the Kemerton Lease, except to the extent required by law, they are no longer required for the operation of the Kemerton Project or are being surrendered or relinquished in order to be replaced;

not transfer, grant or permit the registration of any Security Interest over (other than a Permitted Security Interest) or otherwise deal with the Kemerton Sale Interest or Kemerton Lease or its interest in them;

not vary in a material manner, voluntarily terminate, take any action that might give rise to a termination right or waive any right under a Kemerton Contract or the Kemerton Lease;

comply with its material obligations under the Kemerton Contracts;

not enter into any joint venture, partnership, unincorporated association, alliance or similar arrangement with any person in respect of the Kemerton Sale Interest or the Kemerton Project;

not take any steps which would materially frustrate, impede or reduce the benefit of any Kemerton Transaction Document;

without limiting clause 2.4 of Schedule 15 of the Wodgina ASSSA, other than where solely relating to the period prior to the relevant KCCC Handover Dates, for Train 1 and Train 2 (as applicable) and to the extent of the Kemerton Incomplete Infrastructure handed over from time to time, not enter into, amend or terminate (or agree to enter into, amend or terminate) a contract or commitment in respect of the Kemerton Sale Interest or the Kemerton Project where such contract or commitment involves aggregate annual receipts or expenditure in excess of $1,000,000, otherwise than in the ordinary course of business;

other than where solely relating to the period prior to the relevant KCCC Handover Dates, for Train 1 and Train 2 (as applicable) and date of the Kemerton Incomplete Infrastructure hand over from time to time, not enter into or amend (or agree to enter into or amend) a contract or commitment with a Related Body Corporate of Albemarle Lithium in respect of the Kemerton Sale Interest or the Kemerton Project; and

not enter into any agreement otherwise than on arm's length or enter into any abnormal or unusual transaction, in each case in respect of the Kemerton Sale Interest or the Kemerton Project.

In complying with its obligations under clause 4, Albemarle Lithium:

is not required to do, to omit to do, or allow to be done anything which would breach, or would reasonably be expected to breach:

any law or regulation (including any competition or anti-trust laws); or

a Kemerton Contract; and

may take such action as is:

required to reasonably and prudently respond to an emergency or disaster (including a situation giving rise to a risk of personal injury or damage to property);

required to comply with its obligations to construct and Commission the Kemerton Incomplete Infrastructure under the Wodgina ASSSA;

authorised by a Transaction Document or Kemerton Transaction Document; or

agreed in writing between WLPL and Albemarle Lithium.

WLPL must not unreasonably withhold or delay any consent required under clause 4.3.

WLPL and Albemarle Lithium must each ensure that at all times during the Interim Period it has nominated one or more persons as its Representative (each a WLPL's Nominee or Albemarle Lithium's Nominee, as is relevant) for the purpose of clause 4.2(d) (which person must be the same person as nominated under clause 6.2(d) of the Wodgina ASSSA). WLPL's Nominee and Albemarle Lithium's Nominee shall have authority to act on behalf of WLPL and Albemarle Lithium (respectively) in relation to any queries, consents or approvals required under clause 4.3.

The parties agree that clauses 4.3(c), 4.3(d), 4.3(e), 4.3(h), 4.3(i) and 4.3(j) do not apply to the Kemerton Construction Contracts.

Albemarle Lithium and WLPL must use all reasonable endeavours acting in good faith to negotiate, agree and execute such detailed, definitive and legally binding agreements as is necessary to fully record the terms of the Kemerton Transaction Documents as soon as reasonably practicable after the Execution Date and in any case by no later than Completion.

Albemarle Lithium and WLPL must devote appropriate resources to the negotiations of the Kemerton Transaction Documents and Albemarle Lithium and WLPL shall make themselves and their advisers available for negotiations and meetings in relation to agreement of the Kemerton Transaction Documents.

The parties acknowledge and agree that the Plant Services Agreement, Kemerton Access Licence and Kemerton Sublease will reflect the following principles and will otherwise contain such other reasonable and customary terms as are included in similar agreements taking into account the below principles and the nature of the Project and the Kemerton Project (and the proposed ownership interests in the Project and the Kemerton Project):

for the Plant Services Agreement will, without double counting for the allocation of costs and liabilities under the Kemerton Sublease and the Kemerton Access Licence:

be subject to clause 2 of Schedule 15 of the Wodgina ASSSA and otherwise provide for Albemarle Lithium (as holder of the Kemerton Approvals (until agreed otherwise)) to, as agent for WLOPL, have control over the Lease Land and the Kemerton Incomplete Infrastructure and to use its reasonable endeavours to implement the Kemerton Project as directed by WLOPL (including in relation to compliance with the terms of the Kemerton Lease), and the parties agree no value is attributed to Albemarle Lithium maintaining the control contemplated by this clause 4.5(c)(i)(A);

provide for WLOPL (as agent for WLPL and AWPL) to hold Albemarle Lithium harmless from and indemnified for all costs, expenses and liabilities suffered or incurred, excluding to the extent related to the:

Kemerton Expansion Capacity; and

from the commencement of use of the relevant Kemerton Shared Assets, in relation to access for and construction and operation of lithium hydroxide production facilities on the Kemerton Expansion Capacity, the actual costs for the Kemerton Expansion Capacity (or if actual or actual share of use is not able to be determined, the proportionate share based on installed or under construction capacity at the Kemerton Project);

provide for Albemarle Lithium to hold the Kemerton Contracts in accordance with clause 7 and provide for a process for the Kemerton Contracts to be progressively transferred to WLOPL once those contracts are not required to be held by Albemarle Lithium;

provide for the parties to agree a process to determine whether, following the Interim Period, Albemarle Lithium will enter into any contracts that are not Kemerton Contracts, but would be Kemerton Contracts except for the fact they were entered into after the Interim Period; and

provide for Albemarle Lithium to hold the Kemerton Approvals in accordance with clause 6.3 and provide for a process for the Kemerton Approvals to be progressively transferred to WLOPL once those approvals are not required to be held by Albemarle Lithium.

for the Kemerton Access Licence:

the licence will be irrevocable (subject to the terms of the Kemerton Easement) and run for the duration of the Kemerton Sublease;

the licence will be non-exclusive and will cover the area of the Kemerton Easement;

the licence will be for US$10.00 consideration;

the licence will provide for a pass through of costs and liabilities associated with the maintenance of the Kemerton Easement on an indemnity basis and apportioned between the capacity and use of the Kemerton Train 1 and 2 Infrastructure by AWPL and WLPL (shared in proportion to their individual interests in the JVA) and the capacity and use of the Kemerton Expansion Capacity by Albemarle Lithium;

WLPL and AWPL will, in accordance with AWPL’s and WLPL’s proportionate interests in the JVA, indemnify Albemarle Lithium from and against all Liability suffered or incurred by Albemarle Lithium arising under the Kemerton Easement to the extent that Liability relates to the Kemerton Incomplete Infrastructure or any activities of the WLPL and AWPL on or in the vicinity of the Kemerton Easement; and

Albemarle Lithium will indemnify WLPL and AWPL from and against all Liability suffered or incurred by WLPL and AWPL arising under the Kemerton Easement to the extent that Liability relates to the Kemerton Expansion Capacity or any activities of Albemarle Lithium on or in the vicinity of the Kemerton Easement (except for any Liability arising as a result of Albemarle Lithium’s capacity as operator under the Plant Services Agreement);

for the Kemerton Sublease:

the Kemerton Sublease will be executed as a deed, for nil consideration;

subject to clause 4.5(c)(iii)(C) the Kemerton Sublease will be a back-to-back sublease of the Kemerton Lease, amended as necessary to reflect the fact that the Kemerton Sublease will be granted in respect of part of the area of the Kemerton Lease, including adequate access rights over necessary areas outside the area of the Kemerton Sublease;

the Kemerton Sublease:

will be for the entire term of the Kemerton Lease, and WLPL and AWPL will have the right to require Albemarle Lithium to exercise any options to extend the Kemerton Lease;

Albemarle Lithium will not be permitted to assign or transfer the Kemerton Lease without the prior written consent of WLPL and AWPL;

Albemarle Lithium will not require AWPL or WLPL to contribute to the bank guarantee provided under the Kemerton Lease, provided that the parties will discuss in good faith arrangements regarding the Kemerton Lease bank guarantee following the last KCCC Handover; and

subject to clause 4.1, the area of the Kemerton Sublease is as indicatively marked as the sub-lease area on the plan in Annexure A, and will include only the exclusive areas of the Kemerton Incomplete Infrastructure and will exclude the Kemerton Expansion Capacity Area;

subject to clause 4.5(c)(iii)(C), the boundaries of area of the Kemerton Sublease will be agreed by the parties, acting reasonably;

the Kemerton Sublease will be on such terms and in such form as required by LandCorp, and otherwise (subject to this clause 4.5(c)(iii)) on substantially the same terms and conditions as the Kemerton Lease (including prorata financial terms based on use from time to time);

without limiting clauses 4.5(c)(iii)(B) or 4.5(c)(iii)(F), there will be no change to the fundamental terms of the Kemerton Lease other than as contemplated in this clause 4.5(c)(iii);

WLPL and AWPL will indemnify Albemarle Lithium from and against all Liability suffered or incurred by Albemarle Lithium arising under or in connection with the Kemerton Lease to the extent that Liability relates to the Kemerton Incomplete Infrastructure, the land the subject of the Kemerton Sublease or any activities of the WLPL and AWPL on or in the vicinity of the Kemerton Lease;

Albemarle Lithium will indemnify WLPL and AWPL from and against all Liability suffered or incurred by WLPL and AWPL arising under or in connection with the Kemerton Lease to the extent that Liability relates to the Kemerton Expansion Capacity Area or any activities of Albemarle Lithium on or in the vicinity of the Kemerton Lease (except for any Liability arising as a result of Albemarle Lithium’s capacity as operator under the Plant Services Agreement); and

the parties will use all reasonable endeavours to include the terms of the indemnities in this clauses 4.5(c)(iii) in the Kemerton Sublease, but to the extent that it is not so included (including due to the requirements of LandCorp), WLPL, AWPL and Albemarle Lithium will execute a separate indemnity document for that purpose.

Subject to clause 4.6(b), from the Execution Date the parties will (subject to and in compliance with any competition and anti-trust laws) consult with each other in relation to the potential opportunity to implement either or both of the following arrangements:

subject to clause 4.6(b), for AWPL and WLPL to swap Product that would otherwise have been processed in the Kemerton Incomplete Infrastructure for Greenbushes Concentrate; and/or

to use Product in other lithium hydroxide processing facilities (including facilities which are based outside Australia and which are owned by Albemarle Corporation or its Related Bodies Corporate).

The parties acknowledge that any such swap arrangement implemented by the parties (as contemplated in clause 4.6(a)(i)) must not adversely impact Albemarle Lithium's (or any of its Related Body Corporate's) economic position, including that there must be no material adverse differences in the quality (including the lithium content and other quality characteristics) of the Product compared to Greenbushes Concentrate.

Completion

Transfer Instruments duly executed by Albemarle Lithium and AWPL (as applicable);

the documents and information referred to in clause 5.4;

any other documents required to register the transfer or assignment to WLPL of any component of the Kemerton Sale Interest, provided that Albemarle Lithium will not be required to deliver instruments of title where they are already lodged with the relevant Government Agency for the registration of other dealings provided Albemarle Lithium gives an undertaking to WLPL to so deliver on receipt of possession or control of such documents; and

a Tax Invoice for the payment of the Kemerton Consideration in respect of the Kemerton Sale Interest; and

signed original counterparts of each Kemerton Transaction Document duly executed by Albemarle Lithium and AWPL (as applicable), but only to the extent the relevant Kemerton Transaction Document is agreed in accordance with clause 4.5 and, for the Kemerton Sublease and Kemerton Access Licence subject to clause 4.1.

The obligations of:

Albemarle Lithium and WLPL under this clause 5;

AWPL and WLPL under clause 7 of the Wodgina ASSSA; and

Albemarle Lithium and AWPL under clause 4 of the Albemarle Kemerton ASA,

Unless otherwise stated, all actions required to be performed by a party at Completion and completion of the Wodgina ASSSA and Albemarle Kemerton ASA are taken to have occurred simultaneously at Completion.

Completion will not occur unless all of the obligations of:

Albemarle Lithium and WLPL to be performed at Completion under this clause 5;

AWPL and WLPL under clause 7 of the Wodgina ASSSA; and

Albemarle Lithium and AWPL under clause 4 of the Albemarle Kemerton ASA,

Subject to clause 5.7(b), risk in, possession of and title to the Kemerton Sale Interest passes to WLPL upon Completion.

Risk in, possession of and title to any part of the Kemerton Incomplete Infrastructure that at Completion, Albemarle Lithium does not hold title to, is not in existence or is not capable of passing by delivery at the places where it is located, passes to WLPL (to the extent of the Kemerton Sale Interest) as provided for in Schedule 15 of the Wodgina ASSSA.

Conduct after Completion

Albemarle Lithium must, on behalf of WLPL and AWPL, lodge the Transfer Instruments for assessment of Duty (and must pay the Duty assessed) within the time required under the relevant legislation (Duty Lodgement).

Albemarle Lithium will lodge the stamped Transfer Instruments and any other instrument contemplated by this agreement at Western Australia Land Information Authority (Landgate) for registration against the Kemerton Lease as soon as reasonably practicable after payment of the Duty assessment.

Albemarle Lithium will pay all costs associated with the Duty Lodgement, including the costs of registering the Transfer Instruments at Western Australia Land Information Authority (Landgate).

Prior to each lodgement of the Transfer Instruments under clauses 6.1(a) and 6.1(b), Albemarle Lithium will provide WLPL with a draft of the lodgments (which copy may redact matters which are confidential or commercially sensitive) and will have regard to reasonable amendments to the lodgments requested by WLPL (provided that Albemarle Lithium is not obliged to amend the lodgments to account for WLPL's requested amendments).

WLPL must provide all assistance reasonably requested by Albemarle Lithium for the lodgement of the Transfer Instruments under clauses 6.1(a) and 6.1(b), including providing any information and signing all documents reasonably required.

Albemarle Lithium indemnifies WLPL from and against any Liabilities suffered or incurred by WLPL arising from, or in connection with, any Duty payable under this agreement or the Duty Lodgement.

Kemerton Contracts

Liabilities

any conduct by Albemarle Lithium or any Related Body Corporate (other than WLOPL) or Representative of Albemarle Lithium:

in breach of any law, Kemerton Approval or condition of the Kemerton Lease in the ALB Ownership Period; and

in breach of a Kemerton Contract or other agreement with a Third Party in relation to the Kemerton Project or the Kemerton Incomplete Infrastructure in the ALB Ownership Period; and

any Claim by a Third Party relating to the Kemerton Project or the Kemerton Incomplete Infrastructure to the extent related to the ALB Ownership Period,

From Completion, Albemarle Lithium indemnifies WLPL, its Related Bodies Corporate and their Representatives from and against all Liabilities to the extent suffered or incurred by WLPL, its Related Bodies Corporate and their Representatives:

arising from or in connection with any Retained Liability; or

arising from or in connection with Albemarle Lithium failing to comply with clause 8.2.

Without limitation, if WLPL or any person on behalf of WLPL pays, performs or discharges a Retained Liability, Albemarle Lithium must reimburse or compensate WLPL for the Retained Liability within 5 Business Days after Albemarle Lithium receives evidence of that payment, performance or discharge.

Insurance

Albemarle Lithium must procure, or ensure that its Related Bodies Corporate procure, and maintain in force (or procure and maintain as appropriate) the Kemerton Insurances (in all material respects on the same terms and similar level of cover prevailing at the Execution Date) until the Completion Date, save that Albemarle Lithium or its Related Bodies Corporate may amend the Kemerton Insurances maintained for the benefit of Albemarle Lithium if such amended policies are substantially the same as those generally applicable to the Albemarle Group as a whole in relation to similar circumstances (provided reasonable prior notice to any such change is given to WLPL).

Albemarle Lithium must, within 10 Business Days of the Execution Date, provide WLPL with a copy of the certificates of currency of the Kemerton Insurances.

In the Interim Period, AWPL and WLPL will:

at times mutually agreed by the parties, meet to discuss; and

use all reasonable endeavours to agree,

From the Execution Date, Albemarle Lithium will use all reasonable endeavours to ensure AWPL and WLPL are covered in the Interim Period for their respective rights and interests (as contemplated by this agreement and Schedule 15 of the Wodgina ASSSA) in the Kemerton Incomplete Infrastructure under the Kemerton Insurances that provide coverage in respect of contract works, project cargo and public liability.

Albemarle Lithium must use all reasonable endeavours to make (or procure that its Related Bodies Corporate make) all claims under the Kemerton Insurances in respect of losses or liabilities covered by such policies arising in the Interim Period, at the cost of Albemarle Lithium, promptly and in accordance with the requirements of the relevant policy.

To the extent that Albemarle Lithium (or its Related Bodies Corporate) receives the proceeds of any claim under the Kemerton Insurances prior to Completion (and to the extent WLPL and AWPL receive any such proceeds, they must be promptly paid to Albemarle Lithium), Albemarle Lithium must use all reasonable endeavours to apply (or procure that the Related Body Corporate applies) the proceeds to, as appropriate:

repair the damage or otherwise replace or reinstate the property;

extinguish or reduce the relevant first party loss; or

discharge the relevant liability,

At Albemarle Lithium's cost, WLPL and AWPL shall co-operate fully with Albemarle Lithium in respect of any claim under the Kemerton Insurances, including giving all assistance requested by Albemarle Lithium (including the provision of information and the execution of documents and the assignment of the benefit of any such claim).

Without limiting clause 9.2(a), if Albemarle Lithium incurs costs in the Interim Period in reinstating or replacing an item of Kemerton Incomplete Infrastructure damaged or destroyed prior to the Completion Date, Albemarle Lithium may (at its cost, including the amount of any deductible) make and pursue such insurance claim in the name of Albemarle Lithium, the Seller and the Buyer (as applicable) and Albemarle Lithium shall be entitled to benefit from the proceeds of any insurance claim for those costs.

loss histories in respect of the Kemerton Sale Interest;

insurance notifications and claims histories (including, for the avoidance of doubt, current claims) for Albemarle Lithium in connection with the Kemerton Insurances which provide cover for liabilities; and

declarations of written complaints or written claims by third parties in respect of Albemarle Lithium or the Kemerton Sale Interest

Albemarle Group Warranties and limitations of Claims

Albemarle Lithium:

warrants to WLPL that each of the Albemarle Group Warranties:

is true, accurate and complete and not misleading as at the Execution Date; and

will be true, accurate and complete and not misleading as at the Completion Date; and

acknowledges that WLPL has entered into this agreement in reliance on the Albemarle Group Warranties.

Each Albemarle Group Warranty must be construed independently and is not limited by reference to another Albemarle Group Warranty.

The Albemarle Group Warranties survive Completion of this agreement.

The Albemarle Group Warranties are given subject to and are qualified by, and the Liability of Albemarle Lithium in respect of any breach of any Albemarle Group Warranty or for any Claim or Loss by WLPL in respect of an Albemarle Group Warranty, will be reduced or extinguished (as the case may be) to the extent that the facts, matter or circumstance giving rise to the breach:

arise in connection with the transactions contemplated or authorised by this agreement or the Transaction Documents or the Kemerton Transaction Documents;

have been fairly disclosed to WLPL in the information contained in the Disclosure Material;

are within the actual knowledge of WLPL Individuals;

would have been disclosed to WLPL had WLPL conducted searches in respect of AWPL, Albemarle Corporation or Albemarle Lithium (Identified Group) of records open to public inspection maintained by:

ASIC and which are available as a current company extract, or as part of the insolvency notices publication website only in respect of any member of the Identified Group;

the Australian Financial Security Authority on the PPS Register only in respect of any member of the Identified Group;

IP Australia only in respect of trade marks, patents and designs in respect of any member of the Identified Group;

the Western Australian Land Information Authority (or Landgate); and

the High Court of Australia, the Federal Court of Australia, the Supreme Court of Western Australia and the District Court of Western Australia only in respect of any member of the Identified Group,

To the extent any of the Albemarle Group Warranties are given in relation to facts, matters or circumstances occurring prior to the commencement of the ALB Ownership Period, such Albemarle Group Warranties are given subject to and are qualified by Albemarle Lithium's awareness of the relevant matter as at the Execution Date (on the basis that Albemarle Lithium's awareness of the relevant matter is deemed to include such awareness as Albemarle Lithium would have had if Albemarle Lithium had made reasonable enquiries in relation to the matter for a person in the position of Albemarle Lithium as the owner or seller of the Kemerton Sale Interest).

to the extent that the Claim or Loss would not have arisen but for anything done or not done after Completion by WLPL or a Related Body Corporate of WLPL or any person acting, or purporting to act, on behalf of WLPL or a Related Body Corporate of WLPL including any failure by WLPL or a Related Body Corporate of WLPL after Completion to

to the extent that the Claim or the Loss would not have arisen but for:

the enactment or amendment of any legislation or regulations;

a change in the judicial or administrative interpretation of the law; or

a change in the practice or policy of any Government Agency,

to the extent that WLPL recovers any amount in respect of the Claim or Loss or from the circumstances out of which the Claim or Loss arises (net of costs of the recovery) from any third party (including under any insurance policy);

to the extent that the Claim or Loss would not have arisen but for an act, omission, transaction or arrangement carried out by Albemarle Lithium with the express written approval of WLPL before Completion; or

except in relation to any Indemnity, if the Liability for that Claim or Loss is a contingent liability, unless and until the Liability is an actual liability and is due and payable.

in the case of fraud of Albemarle Lithium or WLPL; or

if the Defaulting Party does not Complete within the period specified in clause 2.5(c) and the Non-Defaulting party has elected to terminate this agreement in accordance with clause 2.5(e).

any benefit received by WLPL or any of its Related Bodies Corporate (including any Tax Relief obtained by WLPL or any of its Related Bodies Corporate and any amount by which any Tax or Duty for which WLPL or any of its Related Bodies Corporate is liable to be assessed or accountable is reduced or extinguished); and

any Tax that would be payable in relation to the payment to be made by Albemarle Lithium to WLPL in relation to the Loss under this agreement,

in entering into this agreement and proceeding to Completion, it did not rely and is not relying on any statement, representation, warranty, forecast, opinion or statement of belief made by or on behalf of Albemarle Lithium or its Representatives, other than the Albemarle Group Warranties;

it has had the opportunity to review the materials in the Disclosure Material;

it understands the risks and uncertainties of the mining and lithium industries and the general economic, regulatory and other risks that impact on or could impact on the Kemerton Sale Interest, and its results, operations, financial position and prospects;

any estimates, budgets or forecasts made, or opinion expressed, in relation to the prospects of the Kemerton Sale Interest (whether written or oral) were made or expressed to and accepted by WLPL, and this agreement is entered into, on the basis and condition that, except as provided for in the Albemarle Group Warranties:

neither Albemarle Lithium nor its Representatives have made nor makes any representation or warranty as to the accuracy or completeness of such estimate, budget, forecast or expression of opinion or that any such estimate, budget, forecast or expression of opinion will be achieved; and

neither Albemarle Lithium nor its Representatives will be liable to WLPL or its Representatives in the event that, for whatever reason, such estimate, budget, forecast or expression of opinion is or becomes inaccurate, incomplete or misleading in any respect; and

neither Albemarle Lithium nor its Officers, agents, employees or advisers has made or makes any representation or warranty as to the accuracy or completeness of the disclosures regarding the Kemerton Sale Interest (including, the information, forecasts and statements of intent contained in the Disclosure Material), other than as contained in the Albemarle Group Warranties.

any Claim by WLPL must be based solely on and limited to express provisions of this agreement and, to the maximum extent permitted by law, all terms and conditions that may be implied by law or under statute in any jurisdiction and which are not expressly set out in this agreement are excluded (and to the extent that any terms and conditions of this type cannot be excluded then WLPL irrevocably waives all rights and remedies that it may have in relation to, and releases Albemarle Lithium from, any terms and conditions of this type); and

to the maximum extent permitted by law, WLPL will not make and waives any right it may have to make any Claim against Albemarle Lithium under the Australian Consumer Law (including sections 4, 18 and 29 of the Australian Consumer Law), the Corporations Act (including section 1041H of that Act), the Australian Securities and Investments Commission Act 2001 (Cth) or the corresponding provision of any other federal, state or territory legislation, or a similar provision under any applicable law, for any act or omission concerning the transactions contemplated by this agreement or for any statement or representation concerning any of those things.

WLPL must notify Albemarle Lithium in writing of any Claim it has against Albemarle Lithium under this agreement (including any breach of any Albemarle Group Warranty), setting out reasonable details of the facts, matters or circumstances giving rise to the Claim and the nature of the Claim as soon as practicable after it becomes aware of it.

WLPL may not make, and Albemarle Lithium is not liable for, any Claim for a breach of a Albemarle Group Warranty unless full details of the Claim have been notified to Albemarle Lithium within 15 months after the Completion Date. For the purposes of this clause, WLPL may give details of a Claim even if that Claim is contingent, or if WLPL is temporarily prevented from making a Claim under another clause of this agreement.

A Claim will not be enforceable against Albemarle Lithium and is to be taken for all purposes to have been withdrawn unless legal proceedings in connection with the Claim are commenced within 12 months after written notice of the Claim is served on WLPL in accordance with clause 10.9.

the amount finally agreed or determined to be payable in respect of that Claim or a series of related Claims exceeds US$1,000,000 (each such Claim, a Permitted Claim); and

the aggregate amount of all such Permitted Claims against Albemarle Lithium exceeds US$5,000,000,

Subject to clause 10.11(b), Albemarle Lithium's total Liability for Loss (in aggregate) arising in respect of all Claims under or in connection with this agreement is limited in aggregate to the amount of US$240 million.

Albemarle Lithium's total Liability for Loss or damage arising in respect of a breach of an Albemarle Group Warranty in items 1, 8(a), 8(b) and 8(c) of Schedule 2 is limited in aggregate to US$480 million.

WLPL must notify Albemarle Lithium if:

a Third Party Claim is made against WLPL; or

WLPL becomes aware of any events, matters or circumstances (including any potential threatened Third Party Claim) against WLPL that may give rise to a Claim against Albemarle Lithium.

WLPL must include in a notice under clause 10.13(a) all relevant details (including the amount) then known to WLPL of:

the Third Party Claim; and

the events, matters or circumstances giving rise or which may give rise to the Claim (as appropriate).

WLPL must also include in a notice given under clause 10.13(a) an extract of:

any part of a Demand that identifies the Liability or amount to which the Claim relates or other evidence of the amount of the Demand to which the Claim relates; and

if available or relevant, any corresponding part of any adjustment sheet or other explanatory material issued by a Government Agency that specifies the basis for the Demand to which the Claim relates or other evidence of that basis.

WLPL must provide a copy of any document referred to in clause 10.13(c) to Albemarle Lithium as soon as practicable and, in any event, within 10 Business Days after the receipt of that document by WLPL.

WLPL must also, on an ongoing basis, keep Albemarle Lithium informed of all developments in relation to the Claim notified under clause 10.13(a).

Subject to Albemarle Lithium first accepting liability for and agreeing to indemnify WLPL without limit in relation to a Third Party Claim, WLPL will not:

accept, compromise or pay;

agree to arbitrate, compromise or settle; or

make any admission or take any action in relation to,

Following receipt of a notice in respect of a Claim which arises from or involves a Third Party Claim, Albemarle Lithium may, by written notice to WLPL, assume the conduct of the defence of the Third Party Claim.

If Albemarle Lithium advises WLPL that Albemarle Lithium AWPL wishes to assume the conduct of the defence of the Third Party Claim:

provided that Albemarle Lithium provides WLPL with an Indemnity against all Liabilities which WLPL shall incur or which may result from the Third Party Claim, WLPL must take all action reasonably requested by Albemarle Lithium to avoid, contest, compromise or defend the Third Party Claim; and

in conducting any proceedings or actions in respect of that Third Party Claim, Albemarle Lithium must:

act in good faith;

liaise with WLPL in relation to the defence of the Third Party Claim; and

provide WLPL with reasonable access to a copy of any notice, correspondence or other document relating to the Third Party Claim.

If Albemarle Lithium advises WLPL that Albemarle Lithium does not wish to assume the conduct of the defence of the Third Party Claim, then WLPL must:

act in good faith;

liaise with Albemarle Lithium in relation to the defence of the Third Party Claim; and

provide Albemarle Lithium with reasonable access to a copy of any notice, correspondence or other document relating to the Third Party Claim.

use all reasonable endeavours to recover that sum before making the Claim;

keep Albemarle Lithium at all times fully and promptly informed of the conduct of such recovery; and

reduce the amount of the Claim to the extent that sums are recovered.

has not already formulated an intention to make a Albemarle Group Warranty Claim; and

does not presently have actual knowledge (except as disclosed in the Disclosure Material) of any circumstances which it believes may entitle it to make a Claim in respect of a Albemarle Group Warranty.

WLPL Warranties

it is duly incorporated and validly exists under the law of its place of incorporation;

the execution and delivery of this agreement has been properly authorised by all necessary corporate action of WLPL;

it has full corporate power and lawful authority to execute and deliver this agreement and to consummate and perform or cause to be performed its obligations under this agreement;

this agreement constitutes a legal, valid and binding obligation of WLPL enforceable in accordance with its terms;

the execution, delivery and performance by WLPL of this agreement does not or will not (with or without the lapse of time, the giving of notice or both) contravene, conflict with or result in a breach of or default under:

any provision of the constitution of WLPL;

any material term or provision of any security arrangement (including any Security Interest), undertaking, agreement or agreement to which it is bound;

any writ, order or injunction, judgement, or law to which it is a party or is subject or by which it is bound;

no Insolvency Event has occurred in relation to WLPL; and

so far as it is aware, there are no facts, matters or circumstances which give any person the right to apply to liquidate or wind up WLPL.

MRL Warranties

it is duly incorporated and validly exists under the law of its place of incorporation;

the execution and delivery of this agreement has been properly authorised by all necessary corporate action of MRL;

it has full corporate power and lawful authority to execute and deliver this agreement and to consummate and perform or cause to be performed its obligations under this agreement;

this agreement constitutes a legal, valid and binding obligation of MRL enforceable in accordance with its terms;

the execution, delivery and performance by MRL of this agreement does not or will not (with or without the lapse of time, the giving of notice or both) contravene, conflict with or result in a breach of or default under:

any provision of the constitution of MRL;

any material term or provision of any security arrangement (including any Security Interest), undertaking, agreement or agreement to which it is bound;

any writ, order or injunction, judgement, or law to which it is a party or is subject or by which it is bound;

no Insolvency Event has occurred in relation to MRL; and

so far as it is aware, there are no facts, matters or circumstances which give any person the right to apply to liquidate or wind up MRL.

Albemarle Corporation Warranties

it is duly incorporated and validly exists under the law of its place of incorporation;

the execution and delivery of this agreement has been properly authorised by all necessary corporate action of Albemarle Corporation;

it has full corporate power and lawful authority to execute and deliver this agreement and to consummate and perform or cause to be performed its obligations under this agreement;

this agreement constitutes a legal, valid and binding obligation of Albemarle Corporation enforceable in accordance with its terms;

the execution, delivery and performance by Albemarle Corporation of this agreement does not or will not (with or without the lapse of time, the giving of notice or both) contravene, conflict with or result in a breach of or default under:

any provision of the constitution of Albemarle Corporation;

any material term or provision of any security arrangement (including any Security Interest), undertaking, agreement or agreement to which it is bound;

any writ, order or injunction, judgement, or law to which it is a party or is subject or by which it is bound;

no Insolvency Event has occurred in relation to Albemarle Corporation; and

so far as it is aware, there are no facts, matters or circumstances which give any person the right to apply to liquidate or wind up Albemarle Corporation.

Confidentiality

may use Confidential Information of a Disclosing Party only for the purposes of this agreement and the transactions contemplated by this agreement; and

must keep confidential all Confidential Information of each Disclosing Party except for disclosures permitted under clause 14.2.

has the prior written consent of the Disclosing Party;

is a media announcement in the form agreed between Albemarle Lithium and WLPL in accordance with clause 14.4;

is to its Officers, employees, professional advisers, consultants, financiers and Related Bodies Corporate to whom (and to the extent to which) it is necessary to disclose the information in order to properly perform its obligations under this agreement;

is necessary to enforce its rights or to defend any Claim or Action under this agreement or for use in legal proceedings regarding this agreement or the transaction contemplated by this agreement;

is necessary to obtain any consent or approval contemplated by this agreement; or

is necessary to comply with any applicable law, legal process, any order or rule of any Government Agency, the rules of a recognised stock exchange or in a prospectus or other document with statutory content requirements prepared for a transaction involving a party, after first consulting with the other party to the extent practicable having regard to those obligations about the form and content of the disclosure,

in the case of the Information Recipient's (and their Related Body Corporate's) Officers and employees, those persons have been directed by the Information Recipient to keep confidential all Confidential Information of the Disclosing Party; and

in the case of other persons (except those disclosures under clauses 14.2(b), 14.2(d), 14.2(e) and 14.2(f)), those persons have agreed in writing with the Information Recipient to comply with substantially the same obligations in respect of Confidential Information of the Disclosing Party as those imposed on the Information Recipient under this agreement,

ensure that each person to whom it discloses Confidential Information of a Disclosing Party under clause 14.2 complies with its Direction; and

notify the Disclosing Party of, and take all reasonable steps to prevent or stop, any suspected or actual breach of a Direction.

No party may, before or after Completion, make or send a public announcement, communication or circular concerning this agreement or the transactions referred to in this agreement unless it has first obtained the written consent of the other party, which consent is not to be unreasonably withheld or delayed.

Clause 14.4(a) does not apply to a public announcement, communication or circular required by law or the requirements of a regulatory body (including the ASX and any other relevant stock exchange), if the party required to make or send it has, if practicable, first consulted and taken into account the reasonable requirements of the other parties, provided that the party must only disclose such information necessary to comply with the requirements of law or the applicable regulatory body.

WLPL Guarantee and indemnity

MRL unconditionally and irrevocably guarantees to Albemarle Lithium the due and punctual performance by WLPL of all its obligations under this agreement, including each obligation to pay money (the WLPL Guaranteed Obligations).

If WLPL fails to perform the WLPL Guaranteed Obligations in full and on time, MRL agrees to comply with the WLPL Guaranteed Obligations on demand from Albemarle Lithium. A demand may be made whether or not Albemarle Lithium has made demand on WLPL.

MRL:

unconditionally and irrevocably indemnifies Albemarle Lithium against any Loss or Claim which may be incurred or sustained by Albemarle Lithium arising from or in relation to any default or delay by WLPL in the due and punctual performance of any of the WLPL Guaranteed Obligations, including any Loss or Claim incurred or sustained by Albemarle Lithium arising from or in relation to the enforcement of this WLPL Guarantee; and

agrees to pay amounts due under this clause 15.3 on demand from Albemarle Lithium.

Albemarle Lithium need not incur expense or make payment before enforcing this right of indemnity.

MRL will be responsible to Albemarle Lithium in respect of the WLPL Guaranteed Obligations in the same manner as if MRL was WLPL under this agreement.

The rights given to Albemarle Lithium pursuant to this WLPL Guarantee, and MRL’s liability under it, are not affected by any act, omission or other thing which might otherwise affect it in law or in equity including one or more of the following:

an Insolvency Event affecting a person or the death of a person;

a change in the constitution, membership, or partnership of a person;

the partial performance of WLPL Guaranteed Obligations;

the WLPL Guaranteed Obligations not being enforceable at any time against any person other than MRL;

Albemarle Lithium granting any time or other indulgence or concession to, compounding or compromising with, or wholly or partially releasing WLPL or MRL of an obligation;

any novation of a right of Albemarle Lithium;

acquiescence, delay, acts, omissions or mistakes on the part of Albemarle Lithium; or

the occurrence of any other thing which might otherwise release, discharge or affect the obligations of MRL under this agreement, except to the extent that that thing also releases, discharges or affects the obligations of WLPL to Albemarle Lithium.

in full without set-off or counterclaim, and without any deduction in respect of Taxes unless prohibited by law; and

in the currency in which the payment is due, and otherwise in Australian dollars, in Immediately Available Funds.

extends to cover this agreement as amended, varied or replaced, whether with or without the consent of MRL;

is a principal obligation and is not to be treated as ancillary or collateral to another right or obligation;

is independent of and not in substitution for or affected by any other security interest or guarantee or other document or agreement which Albemarle Lithium may hold concerning the WLPL Guaranteed Obligations; and

is a continuing guarantee and indemnity despite any intervening payment, settlement or other thing and extends to all of WLPL’s obligations arising from or in relation to this agreement and, despite Completion, remains in full force and effect for so long as WLPL has any liability or obligation to Albemarle Lithium under this agreement and until all of those liabilities or obligations have been fully discharged.

Albemarle Guarantee and indemnity

Albemarle Corporation unconditionally and irrevocably guarantees to WLPL the due and punctual performance by Albemarle Lithium of all its obligations under this agreement, including each obligation to pay money (the Albemarle Guaranteed Obligations).

If Albemarle Lithium fails to perform the Albemarle Guaranteed Obligations in full and on time, Albemarle Corporation agrees to comply with the Albemarle Guaranteed Obligations on demand from WLPL. A demand may be made whether or not WLPL has made demand on Albemarle Lithium.

Albemarle Corporation:

unconditionally and irrevocably indemnifies WLPL against any Loss or Claim which may be incurred or sustained by WLPL arising from or in relation to any default or delay by Albemarle Lithium in the due and punctual performance of any of the Albemarle Guaranteed Obligations, including any Loss or Claim incurred or sustained by WLPL arising from or in relation to the enforcement of this Albemarle Guarantee; and

agrees to pay amounts due under this clause 16.3 on demand from WLPL.

WLPL need not incur expense or make payment before enforcing this right of indemnity.

Albemarle Corporation will be responsible to WLPL in respect of the Albemarle Guaranteed Obligations in the same manner as if Albemarle Corporation was Albemarle Lithium under this agreement.

The rights given to WLPL pursuant to this Albemarle Guarantee, and Albemarle Corporation’s liability under it, are not affected by any act, omission or other thing which might otherwise affect it in law or in equity including one or more of the following:

an Insolvency Event affecting a person or the death of a person;

a change in the constitution, membership, or partnership of a person;

the partial performance of the Albemarle Guaranteed Obligations;

the Albemarle Guaranteed Obligations not being enforceable at any time against any person other than Albemarle Corporation;

WLPL granting any time or other indulgence or concession to, compounding or compromising with, or wholly or partially releasing Albemarle Lithium or Albemarle Corporation of an obligation;

any novation of a right of WLPL;

acquiescence, delay, acts, omissions or mistakes on the part of WLPL; or

the occurrence of any other thing which might otherwise release, discharge or affect the obligations of Albemarle Corporation under this agreement, except to the extent that that thing also releases, discharges or affects the obligations of Albemarle Lithium to WLPL.

in full without set-off or counterclaim, and without any deduction in respect of Taxes unless prohibited by law; and

in the currency in which the payment is due, and otherwise in Australian dollars, in Immediately Available Funds.

extends to cover this agreement as amended, varied or replaced, whether with or without the consent of Albemarle Corporation;

is a principal obligation and is not to be treated as ancillary or collateral to another right or obligation;

is independent of and not in substitution for or affected by any other security interest or guarantee or other document or agreement which WLPL may hold concerning the Albemarle Guaranteed Obligations; and

is a continuing guarantee and indemnity despite any intervening payment, settlement or other thing and extends to all of Albemarle Lithium's obligations arising from or in relation to this agreement and, despite Completion, remains in full force and effect for so long as Albemarle Lithium has any liability or obligation to WLPL under this agreement and until all of those liabilities or obligations have been fully discharged.

Dispute resolution

If a Dispute arises then either party may give to the other party a Dispute Notice.

Within 14 days after service of a Dispute Notice, the parties’ Representatives must meet at least once and confer in good faith to attempt to resolve the Dispute.

If the parties' Representatives cannot resolve the Dispute, then each party shall within 21 days after service of a Dispute Notice refer the Dispute to their respective Chief Executive Officers to settle the Dispute. The Chief Executive Officers must meet within 14 days of the Dispute being referred to them (or such longer period agreed in writing) and confer in good faith until such time that they resolve the Dispute.

If the Chief Executive Officers have met but not resolved the Dispute, or otherwise fail to meet, within 2 months from the date the Dispute was referred to them (or such longer period agreed in writing) either party may commence legal proceedings.

Compliance with this clause 17 is a condition precedent to a party being entitled to commence legal proceedings in any court in respect of a Dispute except for proceedings seeking urgent injunctive relief.

Prior to the resolution of a Dispute, the parties must continue to perform their respective obligations in this agreement insofar as those obligations are not the subject matter of the Dispute.

Duty, costs and expenses

GST

a reference to a GST liability or Input Tax Credit of a party includes a GST liability or Input Tax Credit of the Representative Member of any GST Group of which that party is a Member; and

any part of a supply that is treated as a separate supply for GST purposes (including attributing GST payable to tax periods) will be treated as a separate supply for the purposes of this clause 19.

Any consideration or amount payable under this agreement, including any non-monetary consideration (as reduced in accordance with clause 19.2(e) if required) (Consideration) is exclusive of GST.

If GST is or becomes payable on a Supply made by a party (Supplier) under or in connection with this agreement, an additional amount (Additional Amount) is payable by the party providing the Consideration for the Supply (Recipient) equal to the amount of GST payable on that Supply as calculated by the Supplier in accordance with the GST Law.

Subject to clause 19.2(f)(iii), the Additional Amount payable under clause 19.2(b) is payable without set off, demand or deduction at the same time and in the same manner as the Consideration for the Supply, and the Supplier must provide the Recipient with a Tax Invoice as a pre-condition to payment of the Additional Amount.

If for any reason (including, without limitation, the occurrence of an Adjustment Event) the Additional Amount paid under this agreement (taking into account any Decreasing or Increasing Adjustments in relation to the Supply) varies from the Supplier's actual GST liablity on that Supply:

the Supplier must provide a refund or credit to the Recipient, or the Recipient must pay a further amount to the Supplier, as appropriate;

the refund, credit or further amount (as the case may be) will be calculated by the Supplier in accordance with the GST Law; and

the Supplier must issue to the Recipient an Adjustment Note within 10 Business Days of becoming aware of any Adjustment Event. Any refund or credit must accompany such notification or the Recipient must pay any further amount within 7 days after receiving such notification, as appropriate.

Despite any other provision in this agreement:

if an amount payable under or in connection with this agreement (whether by way of reimbursement, indemnity or otherwise) is calculated by reference to an amount incurred by a party, whether by way of cost, expense, outlay, disbursement or otherwise (Amount Incurred), the amount payable must be reduced by the amount of any Input Tax Credit to which that party is entitled in respect of that Amount Incurred; and

no Additional Amount is payable under clause 19.2(b) in respect of a Supply made under or in connection with this agreement to which section 84-5 of the GST Act applies.

The parties acknowledge and agree that:

the Supply of the Kemerton Sale Interest by Albemarle Lithium to WLPL and the undertakings by AWPL to WLPL in respect of the Kemerton Incomplete Infrastructure in accordance with clause 2 of Schedule 15 of the Wodgina ASSSA will be Taxable Supplies for the purposes of the GST Law;

on Completion:

Albemarle Lithium will issue a Tax Invoice to WLPL for the supply of the Kemerton Sale Interest; and

AWPL will issue, or will procure that Albemarle Lithium issues, a Tax Invoice for the supply of the Kemerton Incomplete Infrastructure in accordance with clause 2 of Schedule 15 of the Wodgina ASSSA; and

the Additional Amount payable in respect of the Supplies noted in clause 19.2(f)(ii) must be paid by the Recipient to the Supplier no later than the 19th day of the month following the end of the Tax Period in which the Supplier issues a Tax Invoice to the Recipient for each of those Supplies.

Foreign resident capital gains withholding