Form of Amendment Deed to Asset Sale and Share Subscription Agreement, dated August 1, 2019, among Wodgina Lithium Pty Ltd, Albemarle Wodgina Pty Ltd, Mineral Resources Limited and the Company

The Seller, Buyer, Seller Guarantor and Buyer Guarantor are party to the Agreement.

The parties have agreed to amend the terms of the Agreement in accordance with this deed.

Defined terms & interpretation

Variation to Agreement

Continued force and effect of Agreement

The parties agree that the Agreement:

will be read and construed subject to this deed; and

except as amended under clause 2, the Agreement continues in full force and effect.

The parties acknowledge that:

the terms of this deed effect an amendment to the Agreement in accordance with the requirements of clause 27.6 of the Agreement; and

the amendments to the Agreement in accordance with this deed result in a variation of the Agreement and not a cancellation, termination or replacement of the Agreement.

Miscellaneous

Background

The Buyer has agreed to subscribe for, and the Seller has agreed to procure that WLOPL will allot and issue, the Subscription Shares on the terms and conditions set out in this agreement such that on and from Completion, the Buyer will hold 60% and the Seller will hold 40% of the Ordinary Shares in WLOPL."

Clause 2 – Conditions to Completion

Clause 3.1 – Registration of WLOPL

Clause 4.3 – Purchase Price

Clause 5.2 - CCC Handover

Clause 6 – Interim Period

in clause 6.5(a), deleting the words '60 days of the Execution Date' and replacing them with the words '90 days of the Amendment Date'; and

deleting clause 6.6 and replacing it with the following:

Clause 7 – Completion

deleting clause 7.3(a) and replacing it with the following:

pay to the Seller the Cash Consideration in accordance with clause 4.5;';

deleting clause 7.5 and replacing it with the following:

Albemarle Lithium and the Seller under clause 5 of the MRL Kemerton ASA; and

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

Albemarle Lithium and the Seller under clause 5 of the MRL Kemerton ASA; and

in clause 7.6(b) deleting each reference to '50%' and replacing them with '60%'.

Clause 9 – Conduct after Completion

deleting clause 9.4(a) and replacing it with the following:

inserting a new clause 9.6 as follows:

Clause 9.6(a) applies notwithstanding that the amount of such Royalties may be included in the Completion Adjustment in accordance with Schedules 13 and 14.'.

Clause 10.3 - Third Party Agreements

Clause 11.2 – Benefit of pre-existing warranties, representations and indemnities

Clause 14.11 – Maximum liability

Clause 26.2 – Particulars for delivery

deleting clause 26.3(a)(ii) and replacing it with the following:

deleting clause 26.3(a)(iv).

Clause 27.2 – Entire Agreement

Schedule 1 – Dictionary

inserting the following definitions in alphabetical order:

deleting the definition of 'Completion' and replacing it with the following:

deleting the definition of 'Completion Date' and replacing it with the following:

deleting the definition of 'Conditions Precedent Date' and 'Final Conditions Precedent Date' replacing them in alphabetical order in Schedule 1 with the following:

deleting the definition of 'Economic Effective Date' and replacing it with the following:

deleting the definition of 'JVA' and replacing it with the following:

deleting the definition of 'Purchase Price' and replacing it with the following:

in the definition of 'Sale Interest', deleting the words '50%' and replacing them with the words '60%'.

deleting the definition of 'Subscription Amount' and replacing it with the following:

deleting the definition of 'Subscription Shares' and replacing it with the following:

in the definition of 'Transfer Instruments', deleting the words '50%' and replacing them with the words '60%'.

Schedule 2 – Seller Group Warranties

in clause 1.4(b)(i), deleting the words '50%' and replacing them with the words '60%';

in clause 1.4(b)(ii), deleting each reference to '50%' and replacing them with '40%';

in clause 1.6(a), deleting the words '50%' and replacing them with the words '60%'; and

in clause 3(a), deleting the words '50%' and replacing them with the words '60%'.

Schedule 12 – Share Subscription Application

deleting the words '50 shares' and replacing them with the word '60 shares'; and

deleting each reference to '$50' and replacing them '$60'.

Schedule 13 – Completion Adjustment

the value of all oil, diesel, greases, lubricants, hydraulic fluids, cleaning products, explosives and all other consumables used in connection with the Project as at the Economic Effective Date (valued at cost).'

Schedule 14 – Completion Adjustment pro-forma

deleting the row entitled 'Stock Adjustment' and replacing it with the following:

deleting the row entitled 'Royalties' and replacing it with the following:

Schedules 15 to 17 – Kemerton Incomplete Infrastructure Commissioning

Definitions and interpretation

the relevant item is complete, ready for use, having all necessary approvals (as set out in clause 2.1(c) of this Schedule 15) and not requiring any further construction steps (except for non-essential repairs or rectifications which are not necessary for the start of operations);

the relevant item has satisfied all applicable performance tests and is ready for use in accordance with all applicable design parameters;

the relevant item is ready for handover to WLOPL (on behalf of the Buyer and Seller);

in relation to the Trains:

the relevant Train (and all equipment and components necessary for the operation of the Train) is commissioned to the point where all equipment is verified in working order and is operational to design parameters with power and water on; and

the relevant Train is ready for the initial introduction of process materials and chemicals into the Train.

the value of all oil, diesel, greases, lubricants, hydraulic fluids, cleaning products and all other consumables used in connection with Train 1, Train 2 or the Kemerton Shared Assets (as applicable) that are not included in the Total Construction Costs (valued at cost); and

the value of all direct or indirect materials required to produce lithium hydroxide monohydrate, to the extent the direct or indirect materials are for use in connection with Train 1, Train 2 and the Kemerton Shared Assets (as applicable) that are not included in the Total Construction Costs (valued at cost).

Kemerton Incomplete Infrastructure

Subject to clause 2.2(c) of this Schedule 15, the Buyer must, or must procure that Albemarle Lithium must, at the Buyer's cost construct and successfully Commission, or must procure the construction and successful Commissioning of, all Kemerton Incomplete Infrastructure.

The Buyer must, or must procure that Albemarle Lithium must, use all reasonable endeavours to complete the construction and successful Commissioning, or to procure the completion of the construction and successful Commissioning, of all Kemerton Incomplete Infrastructure by:

for Train 1, 18 March 2021;

for Train 2, 25 July 2021; and

for the Kemerton Shared Assets, as soon as reasonably practicable in order to facilitate commissioning and operation of Train 1 and Train 2 from the relevant KCCC Handover,

The Buyer must, or must procure that Albemarle Lithium must, at the Buyer's cost, take all steps required to obtain the Kemerton Approvals required for the construction and operation of the Kemerton Incomplete Infrastructure up to the relevant KCCC Handover or KCCC(SA) Handover (as applicable).

Following KCCC Handover of the relevant Train and KCCC(SA) Handover of the item of the Kemerton Shared Assets, the Buyer must, or must procure that Albemarle Lithium must, at the Buyer's cost continue to support (principally as a technical advisor, using the Albemarle Process Technology group) WLOPL, the Seller and the Buyer's further commissioning of Train 1, Train 2 and the Kemerton Shared Assets through to C5 Commissioning, provided during this period the Buyer's obligation to provide such support at the Buyer's cost does not include any operating expenses for the Kemerton Project (including spodumene concentrate, utilities, consumables and operating labour).

The parties acknowledge and agree that WLOPL (as agent for the Buyer and the Seller) will be responsible for ensuring that spodumene concentrate meeting the required quality characteristics will be delivered to the Kemerton Project in time for commissioning.

To the extent that title to a part of the Kemerton Incomplete Infrastructure has not transferred to the Seller under the MRL Kemerton ASA at completion of the MRL Kemerton ASA then, without limiting clause 2.1(a) of this Schedule 15, from Completion, the Buyer must, or must procure that Albemarle Lithium must, and they are authorised to, construct and Commission (at the Buyer's cost) the Kemerton Incomplete Infrastructure for and on behalf of the Buyer (as to 60%) and the Seller (as to 40%) together (including that title will be held by the Buyer (as to 60%) and the Seller (as to 40%) in such Kemerton Incomplete Infrastructure), and entering into any (and holding any existing) Kemerton Construction Contracts for and on behalf of the Buyer and the Seller (whether as disclosed or undisclosed agent).

Without limiting any other provision of this clause 2 of Schedule 15, the Buyer must, and must procure Albemarle Lithium must, indemnify and hold harmless the Seller from and against any Claim by a Third Party against the Seller, its Related Bodies Corporate and their Representatives arising from or in connection with the relevant item of the Kemerton Incomplete Infrastructure, including any Kemerton Construction Contracts in respect to the period prior to:

in respect of a Train, KCCC Handover of the relevant Train; and

in respect of the Kemerton Shared Assets, the last KCCC Handover of a Train,

The parties acknowledge and agree that:

Albemarle Lithium's capital budget for the Kemerton Project includes an allocation of US$25 million (in total for Train 1 and Train 2) for the implementation of a planned debottlenecking for each of Train 1 and Train 2 with the aim of achieving (once Train 1 and Train 2 are fully commissioned after the debottlenecking) an increase from 20,000 ktpa to 25,000 ktpa lithium hydroxide processing capacity per Train (Debottlenecking Project);

the estimated costs (of US$25 million) of implementing the Debottlenecking Project are included in the Forecast Construction Costs and the costs of the construction work in relation to the Debottlenecking Project when it occurs will be Total Construction Costs;

the Debottlenecking Project will be based on a plan for a debottlenecking project at one of the Buyer Guarantor's Related Bodies Corporate's lithium hydroxide plants in China, which will be carried out before the Debottlenecking Project is implemented at the Kemerton Project, which will enable any learnings from the China debottlenecking project to be leveraged in the Debottlenecking Project;

the presently anticipated timing to commence the Debottlenecking Project is estimated to be around August 2021 for Train 1 and Train 2 (after the KCCC Handover of each Train) and it is anticipated it will take approximately 6-12 months per Train to complete;

a number of variables, including the China debottlenecking project implementation learnings, differences in the characteristics (including the impurity profiles) of the Greenbushes Concentrate and the Product and the suitability of Concentrate to the Kemerton Project, could impact the timing of implementation and the incremental capacity increase associated with the Debottlenecking Project;

the Debottlenecking Project is not expected to be undertaken prior to the Trains being Commissioned under this clause 2 of Schedule 15, and that the Buyer will, or will procure that Albemarle Lithium will, undertake the Debottlenecking Project as soon as reasonably practicable following the KCCC Handover for each Train (and taking account of the progress with the debottlenecking at the China plant referred to in clause 2.1(h)(iii)) at the Buyer's cost and under Buyer's control on the same basis as the obligation to initially construct and Commission the Trains. The Buyer and the Seller will procure WLOPL to take all steps required to ensure

the undertaking of the Debottlenecking Project may impact operations at the Kemerton Plant and neither the Buyer nor Albemarle Lithium will have any Liability (including, without limiting clause 14.5, for Consequential Loss) to WLOPL or WLPL for or in connection with any interruptions to the operation of Train 1 or Train 2 or the Kemerton Project more broadly during or as a consequence of the implementation of the Debottlenecking Project.

The parties acknowledge and agree that:

the design for the Kemerton Project (including Train 1 and Train 2) is based on the use of Greenbushes Concentrate in Train 1 and Train 2, including the spodumene concentrate having a lithium content of 6%;

the Buyer and the Seller will, from the Amendment Date, work together (subject to and in compliance with any competition and anti-trust laws) to complete appropriate technical pilot work to ensure that Train 1 and Train 2 are prepared for the use of Product in the Trains; and

as part of commissioning following KCCC Handover of each Train, it is expected that the Buyer and the Seller will need to undertake optimisation of the Trains for use of Product (even where the recorded characteristics of the Product are not materially different to the Greenbushes Concentrate) to account for differences between the Product and Greenbushes Concentrate (including for example their respective impurity profiles).

On completion of construction and successful Commissioning of Train 1 and Train 2, and the Kemerton Shared Assets, the Buyer must, or must procure that Albemarle Lithium must, hand over care, custody and control of (in relation to the Trains) the relevant Train of the Kemerton Incomplete Infrastructure to WLOPL (KCCC Handover), and in relation to each item of the Kemerton Shared Assets of Kemerton Incomplete Infrastructure to WLOPL (KCCC(SA) Handover). The parties acknowledge that, under the Plant Services Agreement, Albemarle Lithium will continue to have care, custody and control of the Kemerton Incomplete Infrastructure and area of the Kemerton Lease following the relevant KCCC Handover and KCCC(SA) Handover for and on behalf of WLOPL.

At the later of Completion or the date of KCCC Handover for Train 1 and Train 2 and the KCCC(SA) Handover for the Kemerton Shared Assets (as applicable):

to the extent that title in any part of Train 1 or Train 2 or the Kemerton Shared Assets (as the case may be) has not already transferred to the Seller (or is not otherwise already owned by the Seller) under the MRL Kemerton ASA or otherwise (including under clause 2.1(f) of this Schedule 15), the Buyer must, or must procure that Albemarle Lithium must, transfer title to the relevant Train or the Kemerton Shared Assets (as applicable) to the Seller (and the Seller must take that title) in proportion to the Kemerton Sale Interest; and

the Seller and the Buyer will procure that WLOPL undertakes the further commissioning (including introduction of chemicals to the Train(s)) to complete final commissioning and operational ramp up of the relevant Train or the Kemerton Shared Assets (as applicable).

Without limiting clause 2.1(a), in respect of each item of Kemerton Incomplete Infrastructure (including to satisfy clause 2.2(d)), the Buyer is, or must procure that Albemarle Lithium is, solely responsible for rectifying or procuring the rectification of any defects (including omissions) in the construction and supply of goods, materials and equipment incorporated within the Kemerton Incomplete Infrastructure that exist or become apparent prior to the later of Completion and the date of KCCC Handover or KCCC(SA) Handover (as applicable) of the Kemerton Incomplete Infrastructure.

In order to be considered to have been constructed and successfully Commissioned, each item of Kemerton Incomplete Infrastructure must meet the requirements and pass

Following the KCCC Handover of each Train, Seller must reimburse the Buyer for 40% of the cost of the Inventory related to the Train (determined as of the KCCC Handover date), which must be paid within 10 Business Days following invoicing by the Buyer to the Seller.

Following the last KCCC Handover, Seller must reimburse the Buyer for 40% of the cost of the Inventory related to the Kemerton Shared Assets, determined as of that KCCC Handover date, plus the value of any Inventory consumed between the first KCCC Handover the last KCCC Handover, which must be paid within 10 Business Days following invoicing by the Buyer to the Seller.

Without limiting clause 2.1(e) of this Schedule 15, on or about the relevant date of the KCCC Handover for Train 1 and Train 2 and (as applicable), the Buyer must, or must procure that Albemarle Lithium must, assign or use all reasonable endeavours to procure the assignment of the benefit of all guarantees, representations, warranties and indemnities given in favour of Albemarle Lithium or its Related Bodies Corporate (or which Albemarle Lithium or its Related Bodies Corporate have a right to assignment of) and which are capable of assignment in respect of the relevant Train from those subcontractors, manufacturers and suppliers which provide plant, equipment and materials incorporated into the relevant Train (Kemerton Subcontractors) (including, if applicable, where such warranties continue to operate beyond the expiration of any applicable defects liability period), to WLOPL which guarantees, representations, warranties and indemnities may, at the direction of the Seller be, held on trust by WLOPL for the Seller and the Buyer (or to the extent not able to be assigned or transferred to WLOPL, held on trust by Albemarle Lithium or its Related Bodies Corporate). The Buyer and the Seller agree to review the guarantees, representations, warranties and indemnities and agree prior to Completion which such guarantees, representations, warranties and indemnities need not be assigned and rather will be held for or on behalf of WLOPL (as if not able to be assigned for the purposes of paragraph (c) below taking account of the materiality and number of contracts). For the avoidance of doubt, where the parties have not agreed that a particular guarantee, representation, warranty or indemnity need not be assigned to WLOPL, the Buyer must continue to, or must procure that Albemarle Lithium continues to, use all reasonable endeavours to procure the assignment of the benefit of such guarantees, representations, warranties and indemnities to WLOPL.

The Buyer must, or must procure that Albemarle Lithium must, use all reasonable endeavours to procure that the agreements entered into with Kemerton Subcontractors after the Amendment Date allow for all guarantees, representations, warranties and indemnities (including guarantees, representations, warranties and indemnities given by the Kemerton Subcontractors' contractors) to be directly enforced by the Seller, the Buyer and/or WLOPL against the parties giving the warranties.

For any guarantees, representations, warranties and indemnities not able to be assigned or transferred to WLOPL under clause 2.3(a) of this Schedule 15, the Buyer must, or must procure that Albemarle Lithium or its Related Bodies Corporate (as applicable) must, for and on behalf of WLOPL, pursue and seek to enforce its rights against under those guarantees, representations, warranties and indemnities in good faith and acting reasonably (and taking account of the Seller's and WLOPL's interest under this clause 2 of Schedule 15).

The parties acknowledge and agree that the anticipated Total Construction Cost is US$1.2 billion (Forecast Construction Costs).

The Buyer must, or must procure that Albemarle Lithium must, within 40 Business Days of the later to occur of:

the last KCCC Handover

the last KCCC(SA) Handover; and

the last C5 Commissioning,

The Construction Costs Statement must be prepared honestly and in good faith, and the Total Construction Costs and Construction Costs Adjustment (if applicable) calculated, in accordance with Schedule 17.

The Buyer must, or must procure that Albemarle Lithium must, provide the Seller with such information and documents as are reasonably requested by the Seller to support the Construction Costs Statement and the Seller has the right (at the Seller's cost) to request an audit be performed by an internationally recognised and qualified auditor registered in accordance with Part 9.2 of the Corporations Act in which such auditor reports to the Seller and the Buyer that it has examined the Construction Costs Statement (and, subject to the auditor agreeing to a confidentiality agreement with the Buyer and Albemarle Lithium, any supporting information and documents provided to the Seller under this clause 2.5(d) of this Schedule 15 or otherwise reasonably requested by the auditor) and is reasonably satisfied as to its accuracy or, if the auditor is not so satisfied, the reasons why the auditor is not so satisfied.

The Seller may, within 30 Business Day after receipt of the Construction Costs Statement or where an auditor has been appointed by the Seller under clause 2.5(d) of this Schedule 15 then within 60 Business Day after receipt of the Construction Costs Statement, issue a notice (Construction Costs Dispute Notice) to the Buyer that it disagrees with the amount of the Total Construction Costs set out in the Construction Costs Statement.

If the Seller does not issue a Construction Costs Dispute Notice with the period set out in clause 2.5(e) of this Schedule 15, then the Construction Costs Statement (and the Total Construction Costs nominated in it) shall become final and binding.

If the Seller issues a Construction Costs Dispute Notice with the period set out in clause 2.5(e) of this Schedule 15:

the Seller and the Buyer must use all reasonable endeavours to seek to agree on the amount of the Total Construction Costs; and

clause 8.3 will apply, with each reference to:

Completion Adjustment read as Total Construction Costs;

Completion Adjustment Dispute Notice read as Construction Costs Dispute Notice; and

Completion Statement read as Construction Costs Statement.

If the Total Construction Costs are:

less than the Forecast Construction Costs, then the Seller will be entitled to 40% of the difference between the Total Construction Costs and the Forecast Construction Costs (Construction Costs Adjustment); or

more than the Forecast Construction Costs, then, without limiting this clause 2 of Schedule 15, the Buyer will be solely responsible for the costs in excess of the Forecast Construction Costs (and the Seller will not be entitled to any payment in respect of the Total Construction Costs under this agreement).

Payment of any Construction Costs Adjustment must be made within 10 Business Days after the Construction Costs Statement is final and binding or otherwise following agreement or determination of the Total Construction Costs under clause 2.5(g) of this Schedule 15.

The Buyer and the Seller agree that to the extent the Total Construction Costs in the finally determined Construction Costs Statement includes any provision or prospective amount that has not been finally determined, the Buyer must promptly notify the Seller on such amount being finally determined and the Buyer and the Seller agree to promptly calculate and make any adjusting payment as required as if the finally determined amount had been included in the Construction Costs Statement (and which may include a refund of any amount paid as the Construction Costs Adjustment by the Buyer to the Seller where the amount finally determined exceeds the provision or prospective amount or a payment or additional payment as the Construction Costs Adjustment to the Seller by the Buyer where the provision or prospective amount exceeded the amount finally determined).

Any Construction Costs Adjustment received by the Seller after Completion will be treated as an increase in the Purchase Price and any refund of such Construction Costs Adjustment will be treated as a decrease in the Purchase Price.

Insurance for Kemerton Incomplete Infrastructure

In this clause 3 of Schedule 15, Insurances means all the insurance policies taken out in respect of the Kemerton Incomplete Infrastructure by the Buyer (or Albemarle Lithium or any of their Related Bodies Corporate) prior to the Completion Date.

The parties acknowledge and agree that the principles with respect to Insurances for the Kemerton Incomplete Infrastructure are that:

the Buyer will (or will procure Albemarle Lithium will) undertake the construction and Commissioning contemplated by clause 2 of this Schedule 15 and in doing so will continue to hold and maintain the Insurances in respect of that construction and Commissioning until the KCCC Handover or KCCC(SA) Handover (as applicable) of each relevant item of Kemerton Incomplete Infrastructure;

to the extent that the proceeds of Insurance relating to the Kemerton Incomplete Infrastructure are received by the parties (including Albemarle Lithium) in relation to the period prior to the KCCC Handover or KCCC(SA) Handover (as applicable) of each relevant item of Kemerton Incomplete Infrastructure, the Buyer (and Albemarle Lithium) will be entitled to the proceeds and the Buyer will (or will procure Albemarle Lithium will) apply those proceeds to the reinstatement and make good of the Kemerton Incomplete Infrastructure (or the reimbursement for reinstatement or make-good);

nothing in this clause 3 of Schedule 15 is intended to limit the indemnity in favour of the Seller under clause 2.1(g) of Schedule 15; and

to the extent the Buyer, the Seller or Albemarle Lithium receives any proceeds of Insurance (including in relation to an item of Kemerton Incomplete Infrastructure) and the Buyer or Albemarle Lithium did not incur any costs or liability related to those proceeds (including under the indemnity in clause 2.1(g) of Schedule 15 or costs in reinstating the relevant item of Kemerton Incomplete Infrastructure), the Seller and the Buyer will be entitled to the benefit of those proceeds in proportion to their interest in the JVA.

The Buyer must (or must procure Albemarle Lithium or its Related Bodies Corporate other than WLOPL) must) procure and maintain in force (or procure and maintain as appropriate) the Insurances (in all material respects on the same terms and similar level of cover prevailing at the Completion Date) from the Completion Date until the KCCC Handover or KCCC(SA) Handover (as applicable) of each relevant item of Kemerton Incomplete Infrastructure, save that Albemarle Lithium or its Related Bodies Corporate may amend the Insurances maintained for the benefit of Albemarle Lithium if such

The parties acknowledge that from Completion, to the extent not covered by the Insurances, the Buyer and the Seller will, or will procure WLOPL will be responsible for arranging insurance coverage for their respective rights and interests in the Joint Venture and Joint Venture Assets (including as contemplated by this Schedule 15).

To the extent that Albemarle Lithium (or its Related Bodies Corporate) receives the proceeds of any claim under the Insurances that relate to the period after Completion and prior to the KCCC Handover or KCCC(SA) Handover (as applicable) of each relevant item of Kemerton Incomplete Infrastructure (and to the extent the Seller and the Buyer receive any such proceeds, they must be promptly paid to Albemarle Lithium), the Buyer must, or must procure 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, the Seller and the Buyer shall co-operate fully with Albemarle Lithium in respect of any claim under the 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 3.3(a) of this Schedule 15, if Albemarle Lithium incurs costs in relation to the construction and Commissioning contemplated by clause 2 of this Schedule 15 of the Kemerton Incomplete Infrastructure including in reinstating or replacing an item of Kemerton Incomplete Infrastructure damaged or destroyed prior to the KCCC Handover or KCCC(SA) Handover (as applicable), the Seller and the Buyer will ensure that 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.

repair the damage or otherwise replace or reinstate the property;

extinguish or reduce the relevant first party loss; or

discharge the relevant liability,

Amendments to Transaction Documents

the intellectual property agreement described in paragraph (i) of the definition of Transaction Documents will apply to the Kemerton Project and the Project;

the logistics contract described in paragraph (g) of the definition of Transaction Documents will only apply to the transport of Product from the Wodgina Lithium mine site to customers and will not apply to:

any internal logistics (including the transport of any other product from the Wodgina Lithium mine site to the Kemerton Project), which the Buyer and the Seller agree will separately be arranged by WLOPL); or

the transport of any other product from the Kemerton Project to customers;

the marketing agreement described in paragraph (g) of the definition of Transaction Documents will apply to both Product and any other product produced under the JVA (including lithium hydroxide monohydrate from the Kemerton Project, whether produced from Product or another product);

the interim marketing agreement dated 18 April 2019 (IMA) between the Seller and Albemarle U.S., Inc. will be:

amended to remove the obligation on the Seller to pay the ‘Marketing Fee’ (as defined in clause 5(b) of the IMA) for any month in which there are no sales of ‘Product’ (as defined in the IMA); and

extended to apply for the period until the earlier of Completion or termination of this agreement;

the JVA will be amended to reflect the principles set out in Schedule 18 including, if considered necessary, to:

amend the Deed of Cross Security attached to the JVA; and

require that the Buyer and Seller (as Participants under the JVA) provide a mortgage over the Kemerton Lease or the Kemerton Sublease (as the case requires) (Mortgage) in registrable form together with all things (including consents, documents, evidence of payment of Taxes or registration fees) necessary to register the Mortgage in the relevant jurisdiction; and

the WLOPL Shareholders Agreement will be amended to change the initial shareholdings in WLOPL to 60 shares for the Buyer and 40 shares for the Seller.

Total Construction Costs

any costs, expenses and liabilities incurred or suffered by Buyer or Albemarle Lithium or any Related Body Corporate of either of them in relation to the land preparations for the Kemerton Lease and Kemerton Easement area (including any clearing and earthworks undertaken) as at the Amendment Date;

any costs, expenses or liabilities incurred or suffered by Buyer or Albemarle Lithium or any Related Body Corporate of either of them in relation to the Kemerton Transition,

the acquisition, design, procurement, construction and successful commissioning (including for Commissioning and C5 Commissioning) of the Kemerton Incomplete Infrastructure;

the Debottlenecking Project (including, where not yet completed, a provision of US$25 million);

the Kemerton Lease (including amounts payable under the Kemerton Lease);

the Kemerton Transition;

the Kemerton Approvals;

the Kemerton Contracts and Kemerton Construction Contracts;

the Kemerton Easement; and

the provision of support in the further commissioning in accordance with clause 2.1(d) of Schedule 15,

the costs, expenses and liabilities of acquisition, design, procurement, construction and Commissioning of the power station /transformers/substation for the Kemerton Project;

land preparations (including clearing and earthworks) on or in relation to the Kemerton Lease and Kemerton Easement area;

the amount of claims and variations made by any contractor or third party, including as a result of the Kemerton Transition and legal costs and settlements, contract termination and variation payments;

provisions and prospective amounts (including for amounts not yet incurred or suffered or finally determined), including for example relating to prospective variation claims or contractor or principal claims for which the amount has not yet been finally determined

costs of rectification of defects (including as referred to in clause 2 of Schedule 15);

contractor fee adjustments and any bonuses and incentive compensation;

project insurances; and

project overhead costs and external project costs (including, accommodation, mobilisation and demobilisation and site office running expenses),

where the Seller has paid for any item of Inventory under clauses 2.2(e) or (f), the amount of such item of Inventory shall not be included in the Total Construction Costs;

no item shall be included more than once;

no item shall be included or excluded solely on the grounds of materiality;

all amounts in a currency other than US dollars are to be converted to US dollars:

where the amount has already been incurred, at the rate used by the Buyer on the date the amount was incurred, in accordance with Albemarle's foreign exchange practices; otherwise

at the closing Reserve Bank of Australia rate on the date of the last to occur of the last of the KCCC Handover, KCCC(SA) Handover or C5 Commissioning of any of the Kemerton Incomplete Infrastructure, or as otherwise agreed between the parties.

Construction Costs Adjustment calculation