Peninsula Energy Ltd.: Exhibit 4.1 - Filed by newsfilecorp.com






Confidential treatment has been requested for portions of this
exhibit. The copy filed herewith omits the information subject to the
confidentiality request. Omissions are designated as [***]. A complete version
of this exhibit has been filed separately with the Securities and Exchange
Commission. 

RESIN PROCESSING AGREEMENT 
FOR 
URANIUM
CONCENTRATES 
(“AGREEMENT”) 

	EFFECTIVE DATE: 	June 11, 2015 
	  	  
	PARTIES: 	Uranium One Americas, Inc., a Nevada
      corporation 
	  	901 North Poplar, Suite 260 
	 	Casper, Wyoming 82601  
	  	(“U1”) 
	  	  
	  	Strata Energy Inc., a Delaware
      corporation 
	  	1900 West Warlow Drive, Building A 
	  	P. O. Box 2318 
	 	Gillette, Wyoming 82717  
	  	(“Strata”) 


RECITALS: 

Strata owns and operates uranium mines in Wyoming from which it
produces uranium captured on ion exchange, uranium specific, compatible resins.
Strata desires to engage U1 to strip, elute, precipitate, wash, dry and drum
such uranium from the resins to produce dried uranium concentrate and perform
additional related services as described herein. 

U1 owns the Irigaray Central Processing Plant (“ICPP”) in
Johnson County, Wyoming and has agreed to provide such services to Strata using
the ICPP. 

In consideration of the mutual covenants set forth herein and
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties agree as follows: 

AGREEMENT: 

1.     SCOPE OF
SERVICES. 

1.1     Processing of
Uranium Resins.

During the Term (as defined below) of this Agreement and in
accordance with all of the terms and conditions of this Agreement, Strata shall
deliver uranium loaded resins (“Resins” or “Strata Resins”) produced from mining
properties owned and operated by Strata as of the Effective Date of this
Agreement and throughout the Term of this Agreement (individually, an "Owned
Property" and collectively, the “Owned Properties”), to U1 at ICPP for
stripping, eluting, precipitating (collectively, “Processing,” “Processed” or
“Process”) and drying of the yellowcake precipitate from the Resins into uranium
concentrate (“Concentrate”). Prior to, or at the time of, shipping Resins from
Owned Properties, Strata shall certify in writing to U1 the particular Owned Property from which such Resins were
sourced. U1 will Process Resins in accordance with U1’s then current standard
operating procedures used at ICPP for processing of resins owned by U1 or other
third parties (“SOP”). Strata, at is sole cost and expense, will arrange for the
transportation and delivery of the Resins to ICPP and all such costs and
expenses related thereto shall be invoiced directly to Strata for Strata’s
account. 





1.2     Delivery of
Resins.

(a)     During the Term of
this Agreement, Strata shall deliver Resins to U1 in batches of 400 to 500 cubic
foot truckloads to provide a sufficient quantity to complete a Process cycle. No
tanker truckload of Resins (“Truckload”) volume shall exceed 500 cubic feet of
material. Strata shall notify U1 at least 15 business days in advance of the
arrival of the first Truckload of Resins, then at least 2 calendar days in
advance of each subsequent Truckload of Resins. Strata shall specify the
quantity of resin to be delivered prior to each delivery. Deliveries shall be
made during U1’s normal business hours at ICPP.

(b)     Resins shall be
transported to ICPP in bulk tanker trucks of a type suitable for such use,
approved by U1 in advance of any delivery. U1 will provide acceptable
specifications for tanker trucks to Strata. The design of such trucks and the
transportation of the Resins must conform to, and be carried out in compliance
with, all applicable federal, state and local governmental laws, regulations and
requirements, including without limitation those of the U.S. Department of
Transportation and U.S. Nuclear Regulatory Commission (“NRC”). Each Truckload
shall be identified by a number assigned by Strata. All Resins shall be
delivered F.O.B. inside the gates at the ICPP.

(c)     In the event the
external surface of any tanker truck carrying a Truckload to ICPP is determined
by U1 to exhibit levels in excess of the limits for radioactive contaminants as
prescribed in 49 CFR 173.443 (or any other applicable federal or state laws,
rules or regulations) upon its arrival, U1 will promptly notify Strata by
telephone of such radioactive contamination. If the contamination involves
unusual or imbedded corrosion or other surface and/or subsurface contamination
such that a tanker truck cannot be released after U1’s normal wash down under
SOP, U1 will notify Strata of such contamination. If it is reasonably necessary
to remove the contaminated tanker truck from the ICPP to accommodate other resin
deliveries, transfers or related activities, or for other reasons, U1 will
decontaminate as reasonably necessary to allow release of such tanker truck. The
fee for such decontamination services shall be $[***], in no event to exceed
$[***] per tanker truck without prior authorization (which may be oral or
written) from Strata. Both parties shall negotiate in good faith to address
decontamination costs in excess of $[***] per tanker truck. Notwithstanding the
foregoing, however, U1 shall not be required to release any tanker truck which
it believes to be contaminated, and if for operational reasons U1 needs to
release a tanker truck whose decontamination costs will exceed $[***], U1 may
perform the required decontamination and release that truck and charge Strata
for the full amount of the decontamination. 

(d)     Subject to the
provisions of Section 1.2(c), U1 shall unload each Truckload delivered to the
ICPP and reload the tanker truck with stripped Resin on the same day as the
Truckload is delivered if reasonably possible. U1 will provide adequate storage
facilities for the Resins, and will store the Resins separate from any
other resins owned by U1 or any third party.

2 





1.3     Unloading of Resins, Processing,
Determination of Uranium Content and Inventory.

(a)     Truckloads will be received
and Resins off-loaded from the tanker trucks as per the SOP. If Strata desires
to have preliminary sampling performed on the Resins in a particular Truckload,
Strata shall notify U1 in advance of the delivery of that Truckload, and U1 will
then perform preliminary sampling to determine the estimated U3O8 content on the
Resins. The cost of such sampling shall be charged to Strata at U1's standard
rates, which shall not exceed the standard rates charged by commercial
laboratories in the area. Within 3 business days of delivery of each Truckload
to ICPP, U1 shall elute the U3O8 from the Resins and sample the resulting U3O8
bearing elution production solution from each Truckload for U3O8 concentration
and possible contaminants. The eluted Resins (stripped resins) will be returned
to a Strata tanker truck for return to Strata’s facilities, at Strata’s sole
expense. Subject to Strata’s rights under Section 1.7, U1 shall have complete
control of the Processing and sampling operations. Representatives of Strata may
be present during, and observe, all or any part of the uranium recovery process
including sampling, analysis operations, Processing and drying. Strata shall
give U1 3 days’ notice of its desire to review and/or observe any part of such
recovery process. All uranium sample determinations shall be reported to an
accuracy of three significant figures. 

(b)     Within 7 days after the
above-described elution and sampling have occurred, U1 will notify Strata of the
results of the assay of pounds of U3O8 content of the elution production
solution from each Truckload, expressed to three significant figures. This
determination of elution production U3O8 content (the “Estimated Weight
Concentrate”) shall be used for purposes of Sections 1.3(d), 3.2, 4.1, 4.2, 4.3
and 4.4. U1 must report chemical determinations of possible contaminants to
Strata within 14 days of elution and sampling, or within the typical cycle time
for commercial labs, whichever is greater. 

(c)     The elution production from
the Strata Resins measured and expressed as the Estimated Weight Concentrate
will be accumulated each calendar month, based on the Estimated Weight
Concentrate of the elutions that have been completed to the pregnant eluate
stage during the calendar month. The result of the elution production will be
translated into equivalent pounds of U3O8, derived from an elution report
similar to the form provided in Exhibit A, attached. During the
Term, U1 will determine and maintain a record of the total routine production
process losses of U3O8 content from the Estimated Weight Concentrate of the
pregnant eluted stage through Processing and drying to Concentrate for all U3O8
Processed at the ICPP. The routine production process losses will be allocated
between Strata Concentrate production and all other uranium concentrate
production at the ICPP in a proportion (the “Production Losses Proportion”)
stated as a percentage equal to (i) the Estimated Weight Concentrate of all
Strata eluted Resins, divided by (ii) the total Estimated Weight Concentrate of
all uranium eluted resins produced from all sources (including the Strata
Resins) at the ICPP for the same period. 

3 




(d)     During the Term, U1 will
maintain a record of the inventory of the Estimated Weight Concentrate of eluted
Strata Resins and a corresponding inventory of Strata Concentrate (calculated in
the manner described below). At the end of each calendar month, U1 will compile
an inventory report, stating the Estimated Weight Concentrate of pounds from
each of the elutions of Strata Resins for the month. Pounds eluted in the
current month will be added to any existing Strata inventory of Estimated Weight
Concentrate for prior months. Initially, U1 shall apply an estimated production
losses factor to the inventory of Strata Estimated Weight Concentrate to arrive
at an inventory of pounds of Strata Concentrate. Periodically, but no less often
than annually, U1 shall calculate the actual Production Losses Proportion to be
applied to the inventory of Strata Estimated Weight Concentrate and adjust the
corresponding inventory of Strata Concentrate accordingly. The pounds of Strata
Concentrate shipped from U1 in accordance with Section 1.5 and the pounds of
Strata Concentrate transferred to U1 to satisfy the compensation fee for U1 in
accordance with Section 4.1(b) will be deducted from the inventory of Strata
Concentrate (unless Strata has pursuant to Section 4.1(a) elected a per-pound
processing fee). 

1.4     Chloride
Content. If the chloride content of any Concentrate might exceed
the Converters' (as defined in Section 1.5) specifications, then U1 shall first
wash the Concentrate in a filter press in accordance with the SOP. 

1.5     Packaging and
Transportation to Converter.

(a)     Following Processing and
completion of drying of the Concentrate, U1 shall package the dry yellowcake
Concentrate in numbered steel drums approved for the storage and transportation
of Concentrate. U1 will provide drums for Strata product, unless Strata
specifies a certain drum type different than what ICPP uses (in which case,
Strata shall pay for of the costs of such different drums).

(i)     Strata shall have the ability to
ship a sample quantity of Strata material to one or more nominated Converters to
enable a Converter to test Strata material prior to the commencement of regular
deliveries to a Converter; 

(ii)    Except as provided for in Section
1.5(a)(i), shipments of Strata material from ICPP will be in the form of dry
yellowcake in complete Lots. [***]. Once a Lot is ready for shipment, U1 shall
notify Strata, pursuant to a Drum Report in a form similar to Exhibit B
attached hereto, of the total weight of Concentrate of the Lot and that the Lot
is ready for shipment.

(b)     Once U1 has notified Strata
that a Lot is ready for shipment, Strata shall provide U1 a schedule for
delivery of the Lot(s) at ICPP to the Converter and shall notify U1 of the
transportation carrier designated for transport of Concentrate Lot(s) to the
NRC-licensed conversion plant designated by Strata (individually, a “Converter”
and collectively, the "Converters"). Strata, at its sole cost and expense, will
arrange with the designated carrier for shipment of the Lot(s) to the Converter
and all transportation and delivery costs shall be invoiced directly to Strata
for Strata’s account. Strata shall be responsible for risk of loss and insurance
on the Concentrate once U1 has delivered the Lot(s) to the designated carrier at
the ICPP. U1 shall provide storage for Strata’s Concentrate, but U1 shall not be
required to store more than [***]. of Strata’s Concentrate at ICPP at any one time, and U1
shall not be required to store any Concentrate for more than [***]. If storage
longer than this period is required by Strata, a cost for such extended storage
must be negotiated in writing between U1 and Strata. 

4 





1.6     Resins and Concentrate
Contaminants. All Resins shall be reasonably free of contaminants
such as sand, soils, particulates, vanadium, arsenic or organics that would
either compromise U1’s ability to recover U3O8 from the Resins in accordance
with the SOP, or that would result in rejection of Concentrate produced under
this Agreement by the Converter. Strata shall be responsible for any and all
charges, penalties and costs imposed by the Converter as the result of the
presence of any such contaminants in the Strata Resins. U1 shall be responsible
for any penalties or surcharges levied by the Converter on Concentrate as a
result of deviations from moisture and/or chloride content that are not within
industry standards.EXCEPT AS SPECIFICALLY SET FORTH IN THE PRECEDING SENTENCE,
U1 EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE WITH RESPECT TO URANIUM CONCENTRATE PRODUCED FROM THE
RESINS. 

1.7     Inspections and
  Audits. Strata shall have the right to inspect and audit (i) the
  facilities and procedures to be used by U1 at ICPP to dry, weigh, package and
  inventory the Concentrate and (ii) the U1 books and records of each assay or
  test of Strata's Resins, elution production solutions, Estimated Weight
  Concentrate and Processed Concentrate. The inspections/audits may be conducted
  prior to and at any time Resins are in possession of U1, including when being
  sampled, Processed, dried, weighed, packaged or stored. Strata shall have the
  right to take samples, split samples with U1, and/or review books and records
  related to any of the U1 procedures and inventory maintenance for Resins,
  including, sampling, processing, drying, weighing, inventorying, packaging,
  storing or shipping the Concentrate. Each such inspection/audit will be
  conducted only after 3 business days’ advance notice to U1, during U1’s normal
  business hours with a representative of U1 present, and shall be conducted in a
  manner that will not disrupt U1’s operations. All such inspections/audits shall
  be conducted at the sole risk of Strata, in accordance with U1’s standard safety
  procedures for third parties visiting ICPP and U1 shall not have any
  responsibility or liability for death or injury to persons engaged in any such
  inspection/audit or damage to their property unless that death, injury or damage
occurs as a result of U1’s gross negligence or willful misconduct.

1.8     Processing of Resins
from Other Sources. U1 shall have the right to process through the ICPP
resins, slurry and other materials, either from its own mines or from third
parties.

1.9     Third Party
Claims. In the event any party other than Strata shall make a
claim or demand, which U1 reasonably believes is being made in good faith, with
respect to ownership of the Resins or the Concentrates produced there from, or
the proceeds thereof, U1 shall notify Strata, and thereafter U1 shall have the
right to delay further Processing or drying of any Strata uranium and retain at
ICPP any Lots not yet delivered to a carrier for shipment to the Converter,
until Strata shall have furnished to U1 a final decree of a court of competent
jurisdiction, or other evidence reasonably satisfactory to U1, establishing
Strata’s title to the Resins and the Concentrates produced there from, and
rights to the proceeds thereof. Until Strata provides that decree or other
satisfactory evidence, U1 shall in its sole discretion have the right to suspend any further acceptance of Resins, and any further
Processing or drying of Strata uranium. Any storage provided by U1 pursuant to
this Section 1.9 which exceed the storage period which U1 is otherwise required
to bear under Section 1.5(b) this Agreement shall be paid for by Strata.

5 





2.     TERM.
This Agreement shall commence on the Effective Date set forth above and
continue until December 31, 2019 (the “Term”). This Agreement shall
automatically terminate at the end of the Term (irrespective of any event of
force majeure claimed by either Party), or earlier as provided in Sections 10,
11 or 14. This agreement may be extended past the end of the term upon mutual
written agreement between U1 and Strata. 

3.     QUALITY AND
QUANTITY SPECIFICATIONS. 

3.1     Quality.
Any Resins delivered by Strata to the ICPP shall be treated with the same
procedures and reagent chemistry as those that are applied to U1 owned (or third
party owned) resins, and must be anionic resins compatible with the elution
chemistry at the ICPP. Only those resins listed on Exhibit C to this
Agreement shall be acceptable for delivery as Resins under this Agreement. U1
shall be under no obligation to modify the elution chemistry at the ICPP to
accommodate any Resins not listed on Exhibit C. If Strata delivers any
Resins not listed on Exhibit C, U1 may reject such unacceptable Resins,
or may elect to Process the unacceptable Resins and assess a surcharge on such
Resins based upon the incremental operating cost and capital cost increases
associated with the changes required to elute those Resins. Resins shall be of
uniform density and contain no clumped material, significant sand or soils, or
foreign, solid objects that would hinder discharge of the material from the
tanker truck. If the Strata Resins contain sufficient debris that would
interfere with the ICPP process, the installation of a resin shaker deck could
be considered by U1 and Strata, installation of which would be at the sole
expense of Strata. 

3.2   
 Quantity.

(a)     On or before
September 1st of each calendar year during the Term of this
Agreement, Strata shall provide to U1 a delivery schedule specifying the annual
amount of Estimated Weight Concentrate pounds to be delivered for the following
calendar year (and the amount for 2015 shall be included in the delivery
schedule delivered in September 1st of 2015). This schedule shall
form Exhibit D of this Agreement. Except for 2015, Strata shall commit to
deliver at least [***] of Estimated Weight Concentrate pounds each calendar year
during the Term and the delivery schedule shall specify an annual total of at
least [***] per each calendar year of the Term. The first Exhibit D provided by
Strata shall include both 2015 and 2016 deliveries. The Exhibit D schedule shall
provide for minimum and maximum deliveries of Resins during each calendar month
of that calendar year, and for an annual total. Strata’s schedule of monthly
deliveries in each calendar year shall be prorated on a proportionate basis so
that within a variance of plus-or-minus 10%, 1/12 of the estimated annual
delivery of Resins are delivered during each month and therefore 1/4 of the
estimated annual delivery of Resins are delivered during each calendar quarter.
Notwithstanding the foregoing, the parties may agree to modified monthly
delivery schedules to account for the startup and wind down of production from
well fields at Owned Properties. U1 will process Strata material in excess of
the annual delivery schedule on a space-available basis subject to U1 plant
capacity limitations, and reserves the right to reject any amount over [***]. U1 and Strata shall work
together in good faith to schedule deliveries of individual Truckloads of Resins
to the ICPP in a manner that allows U1 to meet its obligations under Section
1.2(d) . 

6 





4.     FEES; BILLING
AND PAYMENT. 

4.1     Processing and
Other Fees.

(a)     [***].


	[***] 	[***]
    
	[***] 	[***]
    
	[***] 	[***]
    
	[***] 	[***]
    
	[***] 	[***] 



(b)      [***].

(c)      [***]. 

(d)      [***].

4.2     Choice of
Compensation. [***]. 

4.3     Billing and
Payment.

(a)      [***]. 

(b)      [***]. 

(c)      [***].

(d)      [***]. 

4.4    Uranium Content of
Resins.

(a)    Strata shall pay a surcharge on any Resins
that are loaded with less than five pounds of U3O8 per cubic foot of Resin, to
accommodate higher elution costs. The surcharges shall be assessed based on the
Estimated Weight Concentrate calculation for each shipment of Resins and
recovered in accordance with the following schedule:

7 





	 	  	 	Surcharge 	 
	 	  	 	(per lb. of 	 
	 	  	 	U3O8 contained in Resins 	 
	 	Average Load of U3O8 (lbs)/cu ft of 	 	based on Estimated Weight 	 
	 	Resin 	 	Concentrate calculations) 	 
	 	Greater than or equal to 4 but less than 5 pounds 		[***]. 	
	 	Greater than or equal to 3 but less than 4 pounds 		[***]. 	
	 	Greater than or equal to 2 but less than 3 pounds 		[***]. 	
	 	Less than 2 pounds 	 	[***]. 	 


(b)     The surcharges
assessed pursuant to Section 4.4(a) shall be assessed on individual Resin
Truckloads. All such surcharges shall be paid by Strata within 30 days after
receipt of an invoice for the same. If Strata does not timely pay any such
invoice, that amount shall be subject to interest at a rate of one percent (1%)
of the past due amount per month for each month (or part thereof) that any
amount is past due, compounded monthly.

5.     COMMINGLING;
TITLE.

(a)     During each dryer
cycle, U1 shall use reasonable efforts to remove uranium, slurry or concentrate
from its tanks, pipes and drying and processing equipment. The parties
acknowledge and agree, however, that removal of all concentrates is not possible
and that following the elution of Resins some commingling of Strata’s U3O8
liquid bearing solution and Concentrate with U3O8 liquid bearing solution and
concentrate not owned by Strata will occur. Due to this unavoidable commingling,
the parties have agreed to base the quantity of Concentrate produced from the
Resins on the Estimated Weight Concentrate calculation described in Section
1.3(b) . U1 shall at all times maintain accurate and current records of all
Resin transfers delivered by Strata to ICPP for processing hereunder. If U1 is
able to avoid all commingling of liquids and concentrates by the addition of
equipment or storage capacity, payment on a dried pounds basis could be
considered in the future. 

(b)     Title to all Resins
and Concentrate processed under this Agreement shall remain in Strata and shall
in no event pass to U1, [***] 

6.     RISK OF LOSS
Strata shall bear risk of loss for all Resins until such time as the
Resins are delivered to ICPP and unloaded from the delivery tanker truck for
Processing and drying under this Agreement. Additionally, Strata shall bear risk
of loss for (a) any Resins returned to Strata under the terms of this Agreement
from the time the Resins are placed by U1 with a carrier for transport from ICPP
to Strata and leaves ICPP facilities and (b) any Concentrate (following
processing and packaging) from the time the Concentrate is deposited by U1 with
a Strata contracted carrier at ICPP for transport off site, whether to a
Converter for further processing or to any other destination. U1 shall bear risk
of loss for any Resins or Concentrate of Strata only during such time as such
Resins or Concentrate are located at ICPP; provided, however, that U1 shall not be responsible for losses
of Concentrate that occur in the ordinary course of Processing. U1 shall
compensate Strata for any lost Concentrate for which U1 is responsible as
follows. U1 shall compensate Strata (a) for lost packaged Concentrate by
delivery to the Strata inventory of Concentrate of U.S. origin concentrate with
a U3O8 weight equivalent to the pounds of U3O8 of the lost Concentrate, (b) for
U3O8 lost after the U3O8 is eluted from the Strata Resins but prior to
packaging, by delivery to the Strata inventory of Concentrate of U.S. origin
concentrate with a U3O8 weight equivalent to the pounds of U3O8 that reasonably
would have been recovered if the Processing and packaging had been completed
based on the Estimated Weight Concentrate of the lost processing run. U1 shall
compensate Strata for lost Resins by (a) delivery to Strata’s account at the
Converter of U.S. origin concentrates with a U3O8 weight equivalent to the
reasonably estimated U3O8 that would have been recovered from the lost Resins
based on the immediately prior Processing cycle of Resins that were not lost,
plus (b) either replacement of lost Resins with resins of the same kind, quality
and quantity, or the cash equivalent at then-current market replacement prices
for such resins.

8 





7.    INDEPENDENT
CONTRACTOR. U1 shall perform under this Agreement as an
independent contractor and shall at all times have and maintain complete control
over the method of performing the services under this Agreement and its
employees, agents, and subcontractors. Strata shall have no right or authority
to direct or control U1’s employees, agents, or subcontractors in their
performance under this Agreement, and neither U1 nor its employees, agents or
subcontractors shall be deemed servants, agents or representatives of Strata
Nothing contained herein shall be deemed to create, and the parties do not
intend to create, any relationship of agency, partnership, or joint venture
between them. This Agreement is, and the rights and obligations of the parties
are, strictly limited to the matters set forth herein. Each of the parties shall
have the free and unrestricted right to independently engage in and receive the
full benefits of any and all business ventures of any sort whatever, whether or
not competitive with the matters contemplated hereby, without consulting the
other or inviting or allowing the other to participate therein. The doctrines of
“corporate opportunity” or “business opportunity” shall not be applied to any
other activity, venture, or operation of either party. 

8.    
INDEMNIFICATION.

8.1     By
Strata. Subject to the limitations set forth in Section 23,
Strata shall defend, indemnify, and hold harmless U1, its affiliate, subsidiary
and parent companies, and its and their officers, directors, employees, agents
and representatives (collectively, for purposes of this Section 8, “the U1
Indemnified Parties”) from and against any and all liabilities, claims, losses,
damages, penalties, forfeitures, suits, and all costs incident thereto,
including costs of defense and reasonable attorneys’ fees (collectively, for
purposes of this Section 8, “Losses”), arising from or related to (i) any
violation by Strata of any law, governmental regulation or order, in connection
with its activities under this Agreement, (ii) Strata’s breach of any term of
this Agreement, (iii) any decontamination of tanker trucks hereunder, (iv) any
property damage, injury or death arising out of Strata’s exercise of its
inspection rights under Section 1.7, which is not the responsibility of U1 under
such Section 1.7, or (v) any grossly negligent or willful act or omission of
Strata, its employees, subcontractors or agents. Additionally, if any of
Strata’s employees or subcontractors (including any employee of such
subcontractors) is unable to collect workers compensation benefits under
Strata’s Wyoming workers compensation coverage with respect to any injury, loss,
harm or damage in connection with the performance of this Agreement, Strata shall defend, indemnify, and hold harmless
the U1 Indemnified Parties from and against any and all Losses arising out of or
related to any such occurrence.

9 





8.2     By
U1. Subject to the limitations set forth in Section 23, U1 shall
defend, indemnify, and hold harmless Strata, its affiliate, subsidiary and
parent companies, and its and their officers, directors, employees, agents and
representatives (collectively, for purposes of this Section 8, the “Strata
Indemnified Parties”) from and against any and all Losses arising from or
related to (i) any violation by U1 of any law, governmental regulation or order,
in connection with its activities under this Agreement, (ii) U1’s breach of any
term of this Agreement, (iii) any property damage, injury or death which is the
responsibility of U1 under Section 1.7, or (iv) any grossly negligent or willful
act or omission of U1, its employees, subcontractors or agents. Additionally, if
any of U1’s employees or subcontractors (including any employee of such
subcontractors) is unable to collect workers compensation benefits under U1’s
Wyoming workers compensation coverage with respect to any injury, loss, harm or
damage in connection with the performance of this Agreement, U1 shall defend,
indemnify, and hold harmless the Strata Indemnified Parties from and against any
and all Losses arising out of or related to any such occurrence.

8.3     Indemnification
Procedures. If any claim or demand (a “Claim”) is asserted
against any of the U1 Indemnified Parties or the Strata Indemnified Parties (for
purposes of the Section 8.3, an “Indemnified Party”) in respect of which such
Indemnified Party may be entitled to indemnification under this Agreement, or if
an Indemnified Party otherwise believes it may be entitled to indemnification
under this Agreement, written notice of such Claim (together with a reasonable
description thereof) shall promptly be given to the other party (for purposes of
this Section 8.3, the “Indemnifying Party”). Failure to provide such notice
shall not relieve the Indemnifying Party of any of its obligations hereunder
except to the extent the Indemnifying Party is materially prejudiced thereby.
The Indemnifying Party shall have the right, but not the obligation, by
notifying the Indemnified Party within 30 days after its receipt of the notice
of the Claim, to assume the entire control of (subject to the right of the
Indemnified Party to participate, at the Indemnified Party’s expense and with
counsel of the Indemnified Party’s choice), the defense, compromise, or
settlement of the matter, including, at the Indemnifying Party’s expense,
employment of counsel of the Indemnifying Party’s choice. Any damages to the
assets or business of the Indemnified Party caused by a failure by the
Indemnifying Party to defend, compromise, or settle a Claim in a reasonable and
expeditious manner requested by the Indemnified Party, after the Indemnifying
Party has given notice that it will assume control of the defense, compromise,
or settlement of the matter, shall be included in the damages for which the
Indemnifying Party shall be obligated to indemnify the Indemnified Party. Any
settlement or compromise of a matter by the Indemnifying Party shall include a
full release of Claims against the Indemnified Party which has arisen out of the
indemnified Claim, and shall be made only with the consent of the Indemnified
Party, such consent not to be unreasonably withheld or delayed. The Indemnified
Party may participate in the defense of any Claim at its expense, and until the
Indemnifying Party has agreed to defend such Claim, the Indemnified Party may
file any motion, answer or other pleading or take such other action as it deems
appropriate to protect its interests or those of the Indemnifying Party. If the
Indemnifying Party does not elect to contest any third-party Claim, the
Indemnifying Party shall be bound by the results obtained with respect thereto
by the Indemnified Party, including any settlement of such Claim and all costs
incurred by the Indemnified Party in the defense of the Claim
including the reasonable cost of counsel. 

10 





9.     INSURANCE
Strata shall, at its sole expense, maintain during the term of this
Agreement with respect to its operations under this Agreement insurance with
nationally-recognized carriers and policies which name U1 as an additional
insured and which provide at least (a) general comprehensive liability insurance
providing bodily injury, property damage, and personal injury coverage with a
combined single limit of not less than $5,000,000 per occurrence and (b)
automobile liability insurance (which covers the tanker trucks delivering the
Resins) covering liability arising out of the ownership, maintenance, or use of
owned, non-owned or hired autos or trucks with minimum limits of $5,000,000
combined single limit bodily injury and property damage. U1 shall, at its sole
expense, maintain during the term of this Agreement with respect to its
operations under this Agreement insurance with nationally-recognized carriers
and policies which name Strata as an additional insured and which provide at
least general comprehensive liability insurance providing bodily injury,
property damage, and personal injury coverage with a combined single limit of
not less than $5,000,000 per occurrence. In addition, each party shall comply
with the workers’ compensation act of the State of Wyoming and carry and
maintain in effect workers’ compensation insurance in compliance with the
applicable workers’ compensation laws of Wyoming as amended from time to time.
Prior to delivering Resins to ICPP, and from time to time thereafter, either
party shall, at the request of the other party and as a condition to subsequent
deliveries, provide the requesting party with duly executed certificates of
insurance as evidence that the liability coverage(s) required in this Agreement
are maintained in full force and effect. Each such policy shall contain
provisions that the insurance company will have no right of recovery or
subrogation against the named additional insured party, its affiliate,
subsidiary or parent companies.

10.    FORCE
MAJEURE. Any delays in or failure of performance by either party,
other than the obligation to pay for services rendered or to pay penalties or
late charges owed hereunder, shall not constitute a default hereunder if and to
the extent such delays, or failures of performance, are caused by occurrences
which are beyond the reasonable control of either party, as the case may be,
whether or not reasonably foreseeable, including but not limited to
expropriation or confiscation of facilities; acts of God or the public enemy;
accidents, changes in law; compliance with any governmental law, regulation, or
order, whether valid or invalid and whether now existing or hereafter created;
act of war; rebellion or sabotage or damage resulting therefrom; flood; fire;
lightning; epidemic; riots or strikes; restraint by court order or public
authority; and the inability to timely obtain any required governmental permits,
licenses or other approvals pertaining to operation of ICPP on terms reasonably
acceptable to U1; but only to the extent such occurrences are not within the
reasonable control of the party affected by the event of force majeure and which
by the exercise of reasonable diligence such party is unable to overcome. Either
party whose performance is affected by an event of force majeure must, promptly
after it becomes aware of the event of force majeure, notify the other party of
the nature of the event and the expected duration thereof. If either party is
unable to perform its obligations under this Agreement as a result of an event
of force majeure as described above for a period in excess of 180 consecutive
days, the party not affected by the force majeure event may terminate this
Agreement. Any event of force majeure declared by Strata shall not relieve
Strata of its obligation to pay the shortfall amounts described in Section
3.2(c) . 

11 




11.    NRC LICENSE.
The parties acknowledge that NRC Regulatory Issue Summary (“RIS”) 2012-06,
dated April 16, 2012, states that the receipt and processing of “equivalent
feed” (ion exchange resin media) at an NRC-licensed uranium recovery facility,
whether conventional, heap leach, or ISR, does not require a license amendment
when the resin is chemically and physically essentially the same as that which
is currently processed, would be processed using the facility’s existing
equipment, does not exceed the licensed uranium production limit and stays
within the facility’s environmental and safety review envelope. With this
understanding, U1 does not intend to apply for a license amendment to process
the Strata Resins. However, if regulatory requirements change and an amendment
or other approval of the processing in accordance with the current license is
necessary, U1 will apply to the NRC for an amendment to its Source Material
License [***] in order to permit it to process Resins in accordance with the
terms of this Agreement. U1’s receipt of an amendment, or the approval of the
processing in accordance with the current license, is a condition precedent to
U1’s obligation to process Resins pursuant to this Agreement. If U1 does not
receive such amendment, or the approval of the processing in accordance with the
current license, U1 may terminate this Agreement upon notice to Strata, in which
case both parties shall be fully released from all obligations hereunder. 

12.    TAXES AND
ROYALTIES. Strata shall be responsible for all property taxes and any
other taxes or governmental charges, royalties or fees upon the mining,
severance from the ground, ownership, possession, sale or use of any Resins, the
uranium content of such Resins, and the Concentrate, including any such taxes or
fees charged while the Resins or Concentrate are in the possession of U1 for
processing under this Agreement, [***]. 

13.    REPRESENTATIONS,
WARRANTIES AND ADDITIONAL COVENANTS. 

13.1    Corporate Actions
and Authority. Each of U1 and Strata represents and warrants to
the other that: 

(a) It is a corporation duly organized, validly
  existing, and in good standing under the laws of its state of incorporation, and
  is qualified to do business and in good standing under the laws of the State of
  Wyoming.

(b)     It has the requisite
corporate power and authority (i) to enter into this Agreement and all other
agreements contemplated hereby, and (ii) to carry out and perform its
obligations under the terms and provisions of this Agreement and all agreements
contemplated hereby. 

(c)     All requisite
corporate action on its part, and on the part of its officers, directors, and
shareholders, necessary for the execution, delivery, and performance by it of
this Agreement and all other agreements contemplated hereby, have been taken.
This Agreement and all agreements and instruments contemplated hereby are, and
when executed and delivered by it (assuming valid execution and delivery by the
other party), will be, legal, valid, and binding obligations of it enforceable
against it in accordance with their respective terms. The execution, delivery
and performance by it of this Agreement will not violate any provision of law;
any order of any court or other agency of government; or any provision of any
indenture, agreement or other instrument to which it is a party or by which its
properties or assets are bound; or be in conflict with, result in a breach of or constitute (with due
notice and lapse of time) a default under any such indenture, agreement or other
instrument. Notwithstanding the foregoing, no representation is made as to the
availability generally of equitable remedies for the enforcement of this
Agreement or any other agreement contemplated hereby. Additionally, this
representation is limited by applicable bankruptcy, insolvency, moratorium, and
other similar laws affecting generally the rights and remedies of creditors and
secured parties. 

12 





13.2    Compliance With
Laws. Strata and U1 each represent and warrant to the other that
in conducting activities under this Agreement it will comply with all applicable
federal, state and local laws, rules and governmental regulations, and, subject
to Section 11, obtain and maintain any licenses which are required, in order to
perform their respective obligations under this Agreement, including without
limitation governmental regulations or licenses required by the U.S. Department
of Energy, the U.S. Department of Transportation, or the NRC. Each of Strata and
U1 will, upon written request by the other, provide reasonable proof of any
required compliance and/or licenses. 

13.3    Title to
Resins. Strata represents and warrants that it will have good
title to all Resins delivered to U1 hereunder, and that the uranium content of
all Resins will consist of natural uranium, not irradiated nor in any degree
depleted in U235 content. 

13.4   
Confidentiality. Each party, and its employees and
agents, shall keep confidential and not disclose to any third party either (a)
any information about the existence of this Agreement or its contents, except to
the extent a party must disclose the existence of this Agreement to perform its
obligations under this Agreement, such as to insurance brokers or companies or
public carriers, or to affiliates, attorneys, auditors or financing sources, or
(b) any information obtained about the other party or its financial or business
operations as a result of this Agreement and the work performed hereunder,
unless such information (i) hereafter becomes generally available to the public
through no fault of the receiving party, (ii) has or may come into the
possession of the receiving party from other than the communicating party and
otherwise than in breach of a duty of confidence, (iii) is already in the
possession of the receiving party at the time of its first communication from
the communicating party, or (iv) is required to be disclosed by either party
pursuant to applicable laws or stock exchange rules. To the extent either party
is required by law or stock exchange rule to disclose any such information, it
may do so only after providing the other party with not less than three business
days to review and comment on any proposed release or announcement. Otherwise,
each party is prohibited from issuing any press releases or other public
announcements concerning this Agreement or any information generated pursuant
thereto without the prior written approval of the other party. In addition, the
parties specifically agree that any press release announcing the execution and
delivery of this Agreement will specifically and expressly reference the fact
that both parties’ obligations under this Agreement are contingent upon U1’s
ability to obtain an amendment to its Source Material License from the NRC. 

13.5    No Solicitation by
Strata During the Term of this Agreement, Strata agrees not to hire,
make offers of employment to, or solicit for employment, any employee of either
U1 or independent contractors of U1 who are engaged in any activities at ICPP or
any other facilities owned or operated by U1 in Wyoming, except to the extent
any such employees or independent contractors respond to usual and customary
advertisements for employees not specifically targeted at employees of U1 or independent
contractors of U1, unless and until any such employee’s or independent
contractor’s relationship with U1 has been terminated for at least one year
prior to any such hiring, offer or solicitation. 

13 





13.6    No Solicitation by
U1 During the Term of this Agreement, U1 agrees not to hire, make offers
of employment to, or solicit for employment, any employee of either Strata or
independent contractors of Strata who are engaged in any activities at
facilities owned or operated by Strata in Wyoming, except to the extent any such
employees or independent contractors respond to usual and customary
advertisements for employees not specifically targeted at employees of Strata or
independent contractors of Strata, unless and until any such employee’s or
independent contractor’s relationship with Strata has been terminated for at
least one year prior to any such hiring, offer or solicitation. 

14.    LEGISLATIVE AND
REGULATORY CHANGES. The parties hereto recognize that during the
term of this Agreement legislative or regulatory changes may take place which
could increase the cost of U1’s performance under the Agreement, in addition to
direct costs which U1 may pass along to Strata pursuant to Section 4.1. If, from
time to time subsequent to the Effective Date of this Agreement any federal,
state, or local laws or regulations are adopted, or if any changes in, additions
to, or more strict interpretations of existing federal, state or local laws or
regulations are instituted (such as, but not limited to, those relating to the
handling of uranium-bearing materials, land use, reclamation, water or air
quality or other environmental considerations, employment, health, and safety,
but excluding laws fixing tax rates on net income), the effect of which shall be
to increase the cost of U1’s performance hereunder, U1 shall give written notice
to Strata that such an increase in cost has occurred or is expected, including
in such notice a statement of the estimated increase in the cost per pound of
uranium, and the parties shall promptly and in good faith negotiate a
compensating adjustment in the fee arrangement set forth in Section 4.1. If the
parties are unable to agree upon the amount of such adjustment within 60 days
after the date of U1’s notice, then at any time thereafter either party may by
written notice terminate this Agreement.

15.   
TERMINATION.

15.1    By Either
Party. In addition to the termination provisions set forth in
Sections 10, 11 and 14, (a) this Agreement may be terminated by either party
upon 10 days’ prior written notice if the other party has breached any
obligation under this Agreement through no fault of the party initiating
termination, unless the breaching party cures or commences diligent efforts to
cure the breach within 10 days after receipt of the notice; (b) either party may
terminate this Agreement for any reason, with or without cause, upon [***] prior
written notice to the other party, provided however, that such notice may not be
given prior to [***].

15.2  
 Consequences. Termination of this
Agreement for any circumstance set forth above will be effective on the date
specified in the notice of termination (so long as that specified date is
consistent with the provisions of this Section 15 and Section 10 or Section 14,
if applicable), and termination of this Agreement shall not affect (a) either
party’s obligation to pay monies owed to the other under this Agreement as of
the effective date or such termination, or (b) the parties’ obligations with
respect to Resins (including, without limitation, U1’s obligations to Process
and dry the same and Strata’s obligations to pay for the same and pay any
penalties attributable to the same) which have, as of the effective date
of termination, been delivered to and accepted by U1 for Processing and
drying.

14 





16.    DELEGATION AND
ASSIGNMENT. U1 may assign and delegate its rights and obligations
under this Agreement to any third party purchaser or operator of ICPP. Strata
may assign and delegate its rights and obligations under this Agreement to any
third party purchaser of all, or substantially all, of the assets of Strata or
in connection with a merger of Strata into an entity that succeeds to all or
substantially all of the assets of Strata. Any such assignment and delegation by
Strata, however, shall not change the definition of the terms “Owned
Properties.” Otherwise, neither party shall assign or delegate to any third
party any of its rights or obligations under this Agreement without the prior
written consent of the other party, which such consent the other party may
withhold in its sole discretion. Any permitted delegation or assignment of
rights shall be made fully subject to the terms and conditions of this Agreement
and such assignee must agree in writing to be bound by all such terms and
conditions. In that event, the assignor shall have no further liabilities or
obligations under this Agreement. Any assignment made in violation of this
Section 16 shall be void. 

17.    NOTICES All notices
or other communications that are required to be given or may be given to the
parties pursuant to the terms of this Agreement shall be sufficient in all
respects if given in writing and if delivered (a) personally, (b) by reputable
overnight courier, or (c) by registered or certified mail, postage prepaid, to
the receiving party at the addresses set forth below. Each party may change the
address at which it is to receive communications by written notice to the other
party in accordance with the terms of this Section 17. Notice shall be deemed
given on the date of delivery, in the case of personal delivery or delivery by
courier, or on the delivery date as specified on the return receipt in the case
of registered or certified mail. 

Uranium One Americas,
Inc.
Attention: President 
907 North Poplar 
Suite 260, 
Casper,
WY 82601 
Facsimile No. (307) 237-8235 

Strata Energy Inc.

Attention: President 
P. O. Box 2318 
Gillette, Wyoming 82717

Facsimile No.: (866) 468-5041 


18.    APPLICABLE
LAW. The validity, construction, operation and performance of
this Agreement shall be governed in accordance with the laws of the State of
Wyoming without giving effect to its principles of conflicts of law. Subject to
the obligations of the Parties to arbitrate under Section 24, any action or
proceeding relating in any way to this Agreement shall be brought and enforced
only in the courts of the State of Wyoming or the federal court sitting in
Wyoming, and the parties irrevocably submit to the jurisdiction of each such
court with respect to any such action or proceeding. 

15 




19.    ENTIRE
AGREEMENT. This Agreement constitutes the entire understanding
between the parties hereto, and cancels and supersedes all prior negotiations,
representations, understandings, and agreements, either written or oral, with
respect to the subject matter hereof. Any changes, alterations, or modifications
to this Agreement must be in writing and signed by all parties hereto.

20.   
SEVERABILITY. The invalidity or unenforceability of any
provision of this Agreement shall not affect the other provisions hereof, and
this Agreement shall be construed as if such invalid or unenforceable provision
were omitted. 

21.    ATTORNEYS’
FEES. The prevailing party in any arbitration or litigation
concerning the construction or interpretation of this Agreement, or either
party’s performance of its obligations under this Agreement, shall be entitled
to recover reasonable attorneys’ fees, costs and necessary disbursements
actually incurred by it in any such proceeding, in addition to any other relief
to which that party may be entitled. This provision shall be construed as
applicable to the entire Agreement. 

22.    BINDING
AGREEMENT. This Agreement shall be binding upon and shall inure
to the benefit of U1 and Strata, and their respective successors and permitted
assigns. 

23.    LIMITATION OF
DAMAGES. NEITHER U1 NOR STRATA SHALL BE LIABLE FOR ANY INCIDENTAL OR
CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS ARISING OUT OF OR IN
CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE
TERMINATION HEREOF FOR ANY REASON. 

24.   
ARBITRATION. The parties hereto shall use their
respective reasonable best efforts to settle any and all disputes, claims,
controversies, questions or differences arising out of or relating to this
Agreement or breach thereof. To this effect, in the event of any such dispute,
the parties shall negotiate with each other in good faith to reach a resolution
of that dispute satisfactory to both parties. If the parties do not resolve the
matter within a period of 30 days after the parties have commenced efforts to
resolve the matter, then upon notice by either party to the other party, the
disputes, claims, controversies, questions or differences shall be finally
settled by arbitration (rather than by judicial resolution) in accordance with
the arbitration provisions set forth in the remainder of this Section 24. 

The following procedural rules shall apply to any arbitration
conducted pursuant to this Agreement: 

(a)     Any controversy of
claim arising out of or related to this Agreement shall be settled by final and
binding arbitration conducted expeditiously in accordance with the AAA
Commercial Arbitration Rules, the Optional Procedures for Large, Complex
Commercial Disputes, and the Optional Rules for Emergency Measures of Protection
(the “Rules”). In the event of a conflict between this Section 24 and the Rules,
this Section 24 shall govern. The attorney-client and work product privileges
will be honored in the arbitration as though the case was being determined in a
Wyoming court. 

16 




(b)     The arbitration shall
be conducted before three independent and impartial arbitrators, one to be
appointed by each party within 15 days after either party gives written notice
of the initiation of arbitration proceedings to the other party, and the third
to be appointed by the two arbitrators selected by the parties, not later than
20 days after they have both been selected. The parties may elect by written
agreement to conduct any arbitration before a single arbitrator mutually
agreeable to them. 

(c)     The arbitrators shall
permit and facilitate such discovery as they determine is appropriate in the
circumstances, taking into account the needs of the parties and the desirability
of making discovery expeditious and cost-effective. Such discovery may include
prehearing depositions, particularly depositions of witnesses who will not
appear personally to testify, if there is a demonstrated need for such
depositions. The arbitrators may issue orders to protect the confidentiality of
proprietary information, trade secrets and other sensitive information disclosed
in discovery. 

(d)     The following rules
shall apply to any arbitration hearing: 

(i)     The proceedings shall be conducted
in an expeditious manner and, to the extent possible, with the goal of having
the final award rendered within three months after the selection of the
arbitrators has been completed. The panel is empowered to impose time
limitations it considers reasonable for each phase of the proceeding. 

(ii)    The arbitrators shall actively manage
the proceedings as they deem best so as to make the proceedings fair,
expeditious, economical, and less burdensome than litigation. To provide for
speed and efficiency, the arbitrators may: 

	 	(A) 	
      Limit issues so as to focus on the core of the
      dispute;

	 	 	 
	 	(B) 	
      Limit the time allotted to each party for presentation of
      its case and any rebuttal; and

	 	 	 
	 	(C) 	
      Exclude testimony and other evidence they deem irrelevant
      or cumulative.



(e)     The arbitrators shall
have authority to award any remedy or relief that a court of the State of
Wyoming could order or grant. In making monetary awards, the arbitrators are
empowered to award only compensatory damages. Each party hereby irrevocably
waives any damages in excess of compensatory damages, including a waiver of any
punitive or multiple damages. The arbitrators may, in their discretion, grant
pre-award interest, and if so, such interest may be at commercial rates during
the relevant periods. The arbitrators may, in the course of proceedings, order
any provisional remedy or conservatory measure, including but not limited to
attachment, specific performance, preliminary injunction or the deposit of
specified security, which they consider to be necessary, just and equitable. The
failure of a party to comply with such an interim order, after due notice and
opportunity to cure such noncompliance, may be treated by the arbitrators as a default and all or some
of the claims or defenses of the defaulting party may be stricken and partial or
final award entered against such party, or the arbitrators may award such lesser
sanctions as they deem appropriate. A request for interim or provisional relief
to a court shall not be deemed incompatible with the agreement to arbitrate or
as a waiver of that agreement. 

17 





(f)     Prior to rendering
their final award, the arbitrators shall submit to the parties an unsigned draft
of the proposed award (exclusive of any award of costs and attorneys fees) and
each party, within three business days after receipt of such draft award, may
serve on the other parties to the arbitration and file with the arbitrators: (i)
a written statement outlining any claimed errors of fact, law, computation or
otherwise; and (ii) a certification by the party’s counsel of the costs and
attorneys’ fees directly expended in the arbitration. Within five business days
after receipt of the written statement of each party to the arbitration, the
arbitrators shall render their final award. The award shall briefly state the
reasoning on which it rests. 

(g)     In the final award,
the arbitrators are authorized and encouraged to award, as the arbitrators deem
fair and just, to the party deemed by the arbitrators to be the prevailing
party, that party’s costs and attorneys’ fees as set forth in Section 21. 

(h)     All deadlines
specified in this Section 24 may be extended by mutual written agreement of the
parties. 

(i)     Each party shall be
required to continue to perform its obligations under this Agreement pending
final resolution of any dispute. 

(j)     The procedures
specified in this Section 24 will be the sole and exclusive procedures for the
resolution of disputes between the parties arising out of or relating to this
Agreement; provided, however, that, prior to the appointment of the arbitrators,
a party may seek a preliminary injunction or other preliminary judicial relief
in the courts of the State of Wyoming if in the judgment of that party such
action is necessary to avoid irreparable damage or to preserve the status quo.
Despite the initiation of any such judicial proceedings, the parties will
continue to participate in good faith in the procedures specified in this
Section 24. 

IN WITNESS WHEREOF, the parties have executed this
Agreement as of the Effective Date. 

	STRATA ENERGY INC. 	 	URANIUM ONE AMERICAS, INC.
  
	 	 	 	 	 
	By: 	 	 	By: 	 
	 	 	 	 	 
	Name: 	 	 	Name: 	 
	 	 	 	 	 
	Title: 	 	 	Title: 	 


18 





	By: 	 	 	By: 	 
	 	 	 	 	 
	Name: 	 	 	Name: 	 
	 	 	 	 	 
	Title: 	 	 	Title: 	 


19 




20 




EXHIBIT A 

EXAMPLE ELUTION REPORT 

21 




EXHIBIT B 

EXAMPLE DRUM REPORT 

22 




EXHIBIT C 

ACCEPTABLE RESINS 

Lanxess Lewitit 6362 
Dow 21K 

23 




EXHIBIT D 

DELIVERY NOTICE

 


	  	 	
      Monthly Delivery 

	  	 	
      Lbs. Estimated 

	  	 	
      Weight Concentrate (Note: to 

	  	 	
      be within +/- 10% of 1/12 the 

	  	 	
      annual amount below (or 1⁄4 in 

	Year 	 	2015, as the case may be)

	2015 (by month) 	 	
      September 

	  	 	
      October 

	  	 	
      November 

	  	 	
      December 

	  	 	
      

	2015 Annual Total: 	 	
      

	  	 	
      

	  	 	
      

	2016 (by month) 	 	
      January 

	  	 	
      February 

	  	 	
      March 

	  	 	
      April 

	  	 	
      May 

	  	 	
      June 

	  	 	
      July 

	  	 	
      August 

	  	 	
      September 

	  	 	
      October 

	  	 	
      November 

	  	 	
      December 




2016 Annual Total 
(Note: to be a minimum 
of [***]):



2017 Annual Total 

24 






	  	 	Monthly Delivery 
	  	 	Lbs. Estimated 
	  	 	Weight Concentrate (Note: to 
	  	 	be within +/- 10% of 1/12 the 
	  	 	annual amount below (or 1⁄4 in 
	Year 	 	2015,
      as the case may be) 
	
    (estimate) (Note: to be a minimum of [***]) 
		
	
    2018 Annual Total (estimate) (Note: to be a minimum of
      [***]) 
		
	
    2019 Annual Total (estimate) (Note: to be a minimum of
      [***]) 
		



25