Exhibit 10.1


Ferrochrome
Recovery from Slag Agreement


SCR11943


 


 


 


Between


 


 


 


SAMANCOR CHROME
LIMITED


(Registration
Number 1926/008883/06)


 


 


 


 


and


 


 


 


 


EESTECH INC.
LIMITED


(Registration
Number 6341030)


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Certain information indicated with
[* * *] in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant
treats as private or confidential.]


 


 




     

     


    

Table of
Contents


 





	1	Definitions and interpretations	4
	2	Structure and Precedence	9
	3	SAMANCOR Responsibilities	9
	4	Responsibilities, Representations and Warranties of EESTECH	10
	5	Representations, undertakings and warranties of SAMANCOR	14
	6	Early Termination	16
	7	Product Specification	16
	8	Determination of Product Mass	16
	9	Delivery and Risk	17
	10	Fees and Invoicing	18
	11	Unsold Reclaimed Sand	18
	12	Mutual Cooperation and Good Faith	19
	13	Confidentiality and Non-Circumvention	19
	14	Independent Contracting Parties	20
	15	Breach	20
	16	Non-Economic Circumstance and Disruption to Workings	21
	17	Term and Termination	22
	18.	Consequences of Termination	23
	19.	Environmental Liability	24
	20.	Governmental and/or Regulatory Authorities Penalties and Fines	24
	21.	Limitation of Liability	25
	22.	Business Conduct	25
	23.	Governing Law and Dispute Resolution	26
	24	Rehabilitation Liability	27
	25	Costs	27
	26	Parties' Representatives	27
	27	Domicilium and Notices	28
	28	Assignment.	29
	29	Entire Agreement	29
	30	Miscellaneous	29
	31	Signature Page	31


 




 


 


 


 


SCHEDULES


 


 


 


 


		1.	DESIGNATED SLAG RESOURCE STOCKPILES AND VOLUMES



 


		2.	PRICING OF RECLAIMED FeCr SOLD TO SAMANCOR



 


		3.	LEASE AGREEMENT FOR
PROJECT SITE



 


		4.	NDA AGREEMENT



 


		5.	PRODUCT SPECIFICATION DETAILS



 


		6.	MASTER TERMS AND CONDITIONS



 


 


2




     

     


    

Ferrochrome Slag Recovery Agreement


 


 


 


Parties


 


 


 


		1.	SAMANCOR CHROME LIMITED, a
South African registered company having its head office located at 1st
Floor, Block B, Cullinan Place, Cullinan Close, Morningside, Sandton, South Africa,
2196.



 


(SAMANCOR)


 


 


		2.	EESTECH INC.
LIMITED, a company duly incorporated
under the Laws of New
Zealand with certified registration number 6341030.



 


(EESTECH)


Collectively referred
to herein as the Parties or individually as a Party.


 


 


Background


 


		A.	SAMANCOR is the
second largest ferrochrome producer in the
world, and owns a significant
tonnage of ferrochrome slag
located at various sites.



 


		B.	EESTECH is a provider of proprietary recycling and
reclamation technologies and services for the management of mine site discard and industrial process
waste.



 


		C.	EESTECH can provide Waste Recycling and Reclamation
Facilities to be installed, commissioned, operated and maintained by EESTECH for the recycling of ferrochrome slag dumps located at SAMANCOR
Ferrochrome smelting operations in order to produce Ferrochrome, Reclaimed Sand and other sand based products.



 


		D.	This Agreement sets out the terms and conditions on
which EESTECH will undertake the recycling and reclamation of saleable material from the ferrochrome slag and other discard produced by
SAMANCOR.



 


 


 


 




     

     


    

Operative Provisions


 


		1	Definitions and interpretations



 


 


		1.1	Definitions



 


In this
document, the following definitions apply:


 


		1.1.1	Affiliate means with respect to each of the
Parties, any corporation, partnership or other enterprise directly or indirectly controlling, directly or indirectly controlled by, or
under direct or indirect common control with, such Party. For this purpose, "control" refers to the existence of either (a)
ownership of more than fifty percent (50%) of the voting shares or equivalent, or (b) actual ability to direct the business affairs of
the enterprise controlled, and includes cases where the control
exists through one or more intermediary enterprises or entities;



 


		1.1.2	Agreement means this agreement,
including any schedules;



 


		1.1.3	Business Days means Mondays to Fridays from 07h00 to 17h00, public holidays
excluded;



 


		1.1.4	Calendar Year means the year beginning on January 01 and ending on December 31;



 


		1.1.5	Confidential Information means information
in whatever form (including without limitation, in written, oral, visual or electronic form or on any magnetic or optical disk or memory
and wherever located) relating to inter alia, the mine site waste reclamation processes, technologies,
business affairs, products of SAMANCOR and EESTECH, and without limitation includes:



 


		1.1.5.1	proposals, tenders and/or agreements with
any entity or person in relation
to the Workings, or the fact that the Parties are carrying on the Workings;



 


		1.1.5.2	business plans, financial, budgetary and similar information concerning, relating
to, or in any way involving the Workings and all research, reports, surveys, data, reviews, books and records, including technical drawings,
manuals and correspondence relating to the Workings, Designated Slag Resource, and Project Site; and



 


		1.1.5.3	any other documents, information and intellectual property of either Party, respectively
treated by them as confidential, including all present and future trade and business secrets, the existence of this Agreement and the
fact as to whether or not it has been entered into, any documents or information generated in relation to the matters referred to in this
Agreement (including material provided before the Signature Date) or otherwise relating to the business affairs and





     

     


    

business
methods of the Parties, any advice, training programs, techniques, data, formula,
process diagrams and other proprietary information and know-how, records, customer lists, equipment
suppliers, marketing material, concepts, ideas, specifications, visual representations, plans and drawings, reports, consents, applications,
methods, processes and components that may be regarded as a form of intellectual property, regardless of whether the right giving rise
to intellectual property is registered or unregistered and includes intellectual property to the extent that information is not in the
public domain;


 


		1.1.6	Cr means the chrome metal content as a percentage of the Designated Slag
Resource, Reclaimed FeCr and Reclaimed FeCr Fines;



 


		1.1.7	Decommissioning Work means the dismantling and removal of the Slag Recycling
and Reclamation Facility and any other plant, equipment, materials or other tangible structures or objects which EESTECH or its Workings
Operator has erected or placed or procured to be placed at the Project Site;



 


		1.1.8	Designated Slag Resource means the stockpile(s)
of ferrochrome slag and other discard owned by SAMANCOR as set out in Schedule
1 which EESTECH has been granted the exclusive right to process through the Slag Recycling and Reclamation Facility and sell the processed
products resulting therefrom pursuant to this Agreement;



 


		1.1.9	Environmental Laws means all laws, common and statutory, including but not
limited to, the National Water Act, No. 36 of 1998, the National Environmental Management Act, No. 107 of 1998, the Environment Conservation
Act, No. 73 of 1989, statutory instruments, provincial ordinances and legislation, local government by-laws relating to the environment;
regulations, orders, demands, judgements of any court, administrative or regulatory authority, national government, provincial government,
local government or any other body with responsibility for the protection of the environment;



 


		1.1.10	FeCr means ferrochrome;



 


		1.1.11	Initial Period means a period of 1
(one) Calendar Year commencing
from the date all necessary regulatory permit approvals are granted by the relevant authorities for the establishment of the Slag Recycling
and Reclamation Facility at the Project Site, and power and water to construct, install, commission and operate the Slag Recycling and
Reclamation Facility becomes available at the Project Site, within which period, EESTECH shall construct, install and commission at minimum
the first stage of the two stage Slag Recycling and Reclamation Facility at the Project Site;



 


		1.1.12	Law (s) means all the laws of South Africa,
including Environmental Laws and any law of general application and includes the common law and any statute, constitution, decree, treaty,
regulation, directive, ordinance, by-law, standard or any other enactment of legislative measure of government (including local and provincial
government) statutory or regulatory body which has the force of
law in the Republic of South Africa;





     

     


    

		1.1.13	Lease Agreement means the lease agreement
that will permit the establishment of the Slag Recycling and Reclamation
Facility at the Project Site which will be instigated once detailed engineering and design of the Workings has been completed, a copy
of which is attached hereto as Schedule 3;



 


		1.1.14	Master Terms and Conditions means SAMANCOR's
Master Terms and Conditions for the Supply of Goods and Services as agreed between the Parties and attached hereto
as Schedule 6;



 


		1.1.15	Material Breach means a
breach by either Party hereto as defined in clause 15.2 to this Agreement, in particular and without
limitation, clauses 4.7, 4.9 and 11.2 hereto and paragraph 2 of Schedule 5 hereto;



 


		1.1.16	Operating Guidelines means the operating guidelines
to be agreed on by the Parties in terms of clause 4.10.10 herein;



 


		1.1.17	Primary Recovery Processing means water jigging
and spiralling undertaken by SAMANCOR of such type or as currently
deployed at the Ferrometals smelting facility as of the Signature
Date;



 


		1.1.18	Project Site means the area of land and/or
working area and/or specified property to be provided by SAMANCOR
to EESTECH within which EESTECH will conduct the Slag Recycling and Reclamation Workings. The area of land and/or working area and/or
specified property shall be provided to EESTECH as set out in
the Lease Agreement;



 


		1.1.19	Purchase Order means the purchase order to
be issued by SAMANCOR to EESTECH on a monthly basis for the duration of the Agreement setting out the quantities of Reclaimed FeCr carried
over SAMANCOR's weighbridge in line with the provisions of this
Agreement;



 


		1.1.20	Quarter means a
period of three consecutive months starting on one of January
01, April 01, July 01 or October 01 respectively;



 


		1.1.21	Rehabilitation means the process that attempts to restore Project Site
back to the state it was in prior to the construction commencement of the Slag Recycling and Reclamation Facility;



 


		1.1.22	Reclaimed FeCr means the ferrochrome metal
reclaimed by the Slag Recycling and Reclamation Process and beneficiated by EESTECH to meet
the specifications detailed in Schedule 5 of this Agreement;



 


		1.1.23	Rehabilitation Trust Account means the trust
account to be established pursuant to clause 24 hereof, which trust account is to be established in order to better secure to SAMANCOR
the performance by EESTECH of its obligations hereunder in respect of the removal from the project site the Reclaimed Sands stockpiled
once this Agreement is terminated;





     

     


    

		1.1.24	Reclaimed FeCr Fines means FeCr reclaimed in
the first stage of the two stage Slag Recycling and Reclamation
Process where the Designated Slag Resource has been only partly processed and has not
been beneficiated to meet the specifications required of the Reclaimed
FeCr;



 


		1.1.25	Reclaimed Sand means the balance of material
after Reclaimed FeCr and/or Reclaimed FeCr Fines separation which
has been processed and cleaned by the Slag Recycling and Reclamation Facility in the manner contemplated by this Agreement and designated
by EESTECH as commercially saleable material;



 


		1.1.26	Signature Date means the date of signature
of this Agreement by the Party signing last;



 


		1.1.27	Spot Selling Price means 10% (ten percent)
less than the previous calendar month's listed CRU (CRU International
Ltd) China High Carbon 49% (forty nine percent) to 70% (seventy percent) Chrome imports monthly average listed price as published by CRU
with pricing fixed and firm on a Cost, Insurance and Freight (CIF)
basis and published in United States Dollars and cents per pound Chrome units (USDc/lb Cr);



 


		1.1.28	Slag Recycling and Reclamation Facility, Process
or Facility, means a two stage EESTECH recycling and reclamation process facility that is to be designed, constructed, installed,
commissioned and operated at the Project Site for the purpose of processing the Designated Slag Resource hereunder, which facility shall
incorporate and utilise the Slag Recycling and Reclamation Technologies and in respect
of which EESTECH is permitted to nominate a Workings Operator;



 


		1.1.29	Slag Recycling and Reclamation Technologies means
the recycling and reclamation process technologies and services provided by EESTECH, which technologies incorporate the fragmentation,
separation, purification, beneficiation and agglomeration of the Designated Slag Resource, resulting in
the production of materials suitable for commercial use and sale;



 


		1.1.30	Stage 1 has the meaning set out in clause
4.3;



 


		1.1.31	Stage 2 has the meaning set out in
clause 4.4;



 


		1.1.32	Term means the term of this Agreement as set out in
clause 17 herein;



 


		1.1.33	Termination Date means the date upon
which this Agreement is terminated as provided
in clause 17 herein;



 


		1.1.34	Workings or Slag Recycling and Reclamation Workings,
means, any or all of (as the context shall require), the design,
development, engineering, construction, and commissioning of a Slag Recycling and Reclamation Facility, the processing of the Designated
Slag Resource through that Facility and the sale of any reclaimed materials resulting from such processing;





     

     


    

		1.1.35	Workings Operator means the person, if
any, nominated by EESTECH pursuant to clause 4.5, through which EESTECH will operate and maintain
the Slag Recycling and Reclamation Facility and facilitate the processing of the Designated Slag Resource, which entity shall be nominated
subject to SAMANCOR prior written approval provided that such approval shall not be unreasonably withheld. The Workings Operator shall
comply with all the applicable provisions of clause 6.2
of the Master Terms and Conditions;
and



 


		1.1.36	Works Funding means the funding that shall
be required to carry out the Workings for the Term of this Agreement.



 


		1.2	Interpretation



 


In the interpretation
of this Agreement, the following provisions apply unless the context otherwise requires:


 


		1.2.1	Headings are inserted for convenience only and do not affect interpretation;



 


		1.2.2	A reference to a business day means a day other than
a Saturday, Sunday or day on which banks are not open for business generally in Johannesburg, South Africa;



 


		1.2.3	If the day on which any act, matter or thing is to
be done under this Agreement is not a business day, the act, matter
or thing must be done on the next business day;



 


		1.2.4	A reference to any Law, legislation or legislative provision
includes any statutory modification, amendment or re-enactment,
and any subordinate legislation or regulations issued under that legislation or legislative provision;



 


		1.2.5	A reference to any agreement or document is to that
agreement or document as amended, novated, supplemented or replaced;



 


		1.2.6	The term "person" and any expression importing
a natural person includes any company, trust, partnership, joint venture, association, body, group, body corporate governmental agency
or other legal entity;



 


		1.2.7	Where a word or phrase is given a
defined meaning, another part of speech or other grammatical
form in respect of that word or phrase has a corresponding meaning;



 


		1.2.8	The singular also denotes the plural and the plural
also denotes the singular, and a reference to any gender also
denotes the other genders;



 


		1.2.9	The reference to the word 'include' or 'including' is to be construed without
limitation;



 


 


		1.2.10	A reference to this Agreement means the
agreement recorded in this document; and



 


 


		1.2.11	Any schedules and attachments form part of this Agreement.





     

     


    

		2	Structure and Precedence



 


 


		2.1	This Agreement expressly incorporates the Master Terms
and Conditions but in the event of a conflict between the provisions of the Master Terms and Conditions and the provisions of this Agreement,
the provisions of this Agreement shall prevail.



 


		2.2	Unless specifically accepted in writing by the Chief
Executive Officer on behalf of SAMANCOR, no addition to or modification of this Agreement shall be binding on SAMANCOR. Where EESTECH'S
quotation, order acknowledgement or any other correspondence contains terms and conditions at variance with or in addition to this Agreement,
such contrary and/or additional terms and conditions are hereby expressly refused and rejected and neither acceptance by SAMANCOR of the
services in terms of this Agreement and/or a Purchase Order nor payment therefor shall constitute a waiver by SAMANCOR of
any of the provisions of this Agreement or assent to any other
conditions.



 


		3	SAMANCOR Responsibilities



 


 


		3.1	SAMANCOR shall, on the terms and conditions set out hereinafter:



 


		3.1.1	Give EESTECH access to such a minimum tonnage of Designated Slag Resource, at
no cost to EESTECH as more fully described in Schedule 1 of this Agreement;



 


		3.1.2	Allow EESTECH to process, rework and reclaim the
Designated Slag Resource and otherwise carry on the Workings at the Project Site so that EESTECH is
able to carry on the Workings as contemplated in this Agreement;



 


		3.1.3	Ensure that the Project Site is equipped with electricity
and water supply points in line with the provisions of and as
set out in the Lease Agreement;



 


		3.1.4	Grant EESTECH the right to stockpile at the Project Site the Reclaimed Sand resulting
from the Workings in a manner that is mutually agreed upon by the Parties and as detailed in Schedule 5 of this Agreement; and



 


		3.1.5	Grant EESTECH the right to stockpile at the Project Site the Reclaimed FeCr Fines
resulting from Stage 1 of the Slag Recycling and Reclamation Facility Workings.



 


		3.2	SAMANCOR shall purchase from EESTECH, all Reclaimed
FeCr that meets the pre-determined specifications as detailed in Schedule 5 of this Agreement, and SAMANCOR shall pay to EESTECH
the price for such Reclaimed Ferrochrome as
set out in Schedule 2A
to this Agreement.



 


		3.3	SAMANCOR agrees,
acknowledges and undertakes that the entire right, title, ownership and property in respect of all
material processed by EESTECH at the Slag Recycling and Reclamation Facility shall automatically pass to EESTECH upon completion of processing.





     

     


    

SAMANCOR
shall have no right, benefit, title, property or
interest whatsoever in,
to, over or otherwise in respect of this processed material except
for its rights set out in
clauses 4.6 and 4.7 of this Agreement.


 


		3.4	SAMANCOR shall provide the premises and land for
the installation of the Slag Recycling and Reclamation Facility and the conducting of the Workings in
accordance with the provisions
of the Lease Agreement.



 


		3.5	SAMANCOR shall ensure that it
keeps disruption and inconvenience to EESTECH and/or at the Project
Site to an absolute minimum, subject to SAMANCOR's site safety and security, SHEQ procedures and the Operating Guidelines. SAMANCOR undertakes
to give reasonable notice to EESTECH should it foresee that it may in the conduct of its normal business activities, cause disruption
or inconvenience to EESTECH and/or at the Project Site so as to
enable EESTECH to take the necessary steps to minimise and/or avoid the effects of
any such disruptions or inconvenience to its operations.



 


		4	Responsibilities, Representations and Warranties of EESTECH



 


EESTECH shall, on the terms and conditions set
out hereinafter:


 


		4.1	Submit regulatory permit applications for both Stage
1 and Stage 2 of the Slag Recycling and Reclamation Facility simultaneously or as one application, whichever is deemed appropriate to
expedite the regulatory approvals for the construction and commissioning of both Stage 1 and Stage 2 of the Slag Recycling and Reclamation
Facility. EESTECH will also apply its best endeavours to obtain the regulatory approvals speedily and without unmerited or intended delay
for both Stage 1 and Stage 2.



 


		4.2	Submit to SAMANCOR, prior to the collaborative development
of the Operating Guidelines as contemplated in clause, 4.10.110,
a Project Site risk assessment setting out all reasonably foreseeable risks, the probability of the identified risks occurring and the
processes put in place or to be put in place by EESTECH in order
to avoid or mitigate the identified risks.



 


		4.3	Engineer, construct, establish, deploy, commission
Stage 1 (fragmentation, separation, purification) of the Slag
Recycling and Reclamation Facility at the Project Site within 18 months of receipt of the required regulatory permits to deploy and operate
the Stage 1 Process..



 


		4.4	Engineer, construct, establish, deploy and commission
Stage 2 (smelting, refining and casting) of the Slag Recycling and Reclamation Facility at the Project Site within
18 (eighteen) months of receipt of the required regulatory permits to deploy and operate the Stage
2 Process..



 


		4.5	Should the need arise and with the prior written
consent of SAMANCOR, provided that such consent is not unreasonably withheld, appoint a Workings Operator, who shall be responsible for
any or all of the construction, establishment, commissioning, operation, maintenance and decommissioning of the Slag
Recycling and Reclamation Facility. EESTECH acknowledges





     

     


    

that
it shall be responsible for
all the actions and/or omissions of such appointed Workings Operator and indemnifies SAMANCOR in respect
thereof.


 


		4.6	Sell to SAMANCOR all or such part of the Reclaimed
FeCr which meets the pre-determined specifications as set out in Schedule 5 of this Agreement and such purchase shall be in
accordance with wholesale pricing detailed in Schedule 2A of this Agreement.



 


		4.7	Sell to SAMANCOR the Reclaimed FeCr that does not
meet the pre-determined specifications in Schedule 5 of this Agreement and such purchase shall be
in accordance with the pricing terms set out in Schedule 2B. The Parties agree that a
breach of the provisions of this clause shall constitute a Material Breach of this Agreement.



 


		4.8	Pay to SAMANCOR a 7.5% (seven and one half percent)
royalty on any EESTECH sales of Reclaimed FeCr Fines to third
parties post commissioning of Stage 1 Process prior to the commissioning
of Stage 2 Process, subject to the provisions of clause 4.9 below.



 


		4.9	Permanently cease the sale of any Reclaimed FeCr fines
to third parties on deployment and operation of Stage 2 of the
Slag Recycling and Reclamation Facility or after 6 (six) months from commissioning of the Stage 1 Process, which ever event occurs first.
The Parties agree that a breach of the provisions of this clause shall constitute a Material Breach of this Agreement



 


		4.10	EESTECH shall also be responsible
for:



 


		4.10.1	Securing Works Funding;



 


		4.10.2	Designing, engineering, constructing, establishing, deploying, commissioning,
operating and maintaining the Slag Recycling and Reclamation Facility and carrying out the Decommissioning Work;



 


		4.10.3	Compliance with all applicable Laws, in
respect of the construction, installation, commissioning and operation
of the Slag Recycling and Reclamation Facility;



 


		4.10.4	Compliance with all of SAMANCOR's health and safety policies;



 


		4.10.5	Reimbursing SAMANCOR for all costs (including but
not limited to electricity and water consumption) and expenses incurred by it in respect of the Project Site utilities procured for EESTECH
under clause 3.1.3 in accordance with the provisions of and as set out in the
Lease Agreement within 30 (thirty) calendar days of receipt of an invoice for same with
the appropriate supporting documents;



 


		4.10.6	Selling any Reclaimed FeCr Fines produced whilst
Stage 2 of the Slag Recycling and Reclamation Facility is awaiting
commencement of operation;



 


		4.10.7	Selling of any Reclaimed Sand or products derived from the Reclaimed Sand;





     

     


    

		4.10.8	Carrying on the Workings and all matters incidental
thereto and in a commercially
and environmentally responsible manner;



 


		4.10.9	Providing SAMANCOR with Quarterly projected process volumes and actual process
volumes on a monthly basis in respect of the Slag Recycling and Reclamation Facility;



 


		4.10.10	Collaborating with SAMANCOR in the development of and thereafter the adherence
to, Operating Guidelines for the Workings. In particular, the Operating Guidelines shall establish policies and procedures that are designed
to ensure that the Workings are undertaken in a proper, effective, efficient, environmentally and commercially responsible manner and
in compliance with all applicable Laws;



 


		4.10.11	Complying with the agreed Operating Guidelines; and



 


		4.10.12	Obtaining and maintaining all necessary licences, permits and permissions as may
be required for the installation, commissioning, operation and maintenance of the Slag Recycling and Reclamation Facility.



 


		4.11	EESTECH warrants that it shall keep any disruption and inconvenience to any other
production and/or other service providers at the Project Site to an absolute minimum when carrying out the Workings. Without prejudice
to the generality of the foregoing, EESTECH agrees and undertakes that it will:



 


		4.11.	provide SAMANCOR with a proposed monthly operating
programme of activities for the Project Site and details of all personnel (whether employed by EESTECH or by its Workings Operator, contractors
or agents) for which it requires access
passes to the Project Site;



 


		4.11.2	comply with all of SAMANCOR's access,
health and security policies and any other applicable rules, regulations and all reasonable requests
which SAMANCOR may have or make in relation to access to and or conduct on or about the Project Site;



 


		4.11.3	at all times conduct the Workings at the Project
Site in a professional manner and in compliance with
all applicable Laws, consents, standards, regulations, best working practices, enactments, orders
and other applicable instruments;



 


		4.11.4	at all times comply with all Environmental Laws and standards and any reasonable
environmental requirements by SAMANCOR. EESTECH agrees that if a fine or penalty is levied against SAMANCOR as a result of EESTECH's non-compliance
with any Environmental Laws and/or standards, such fine and any accompanying remedial action shall be for EESTECH's account;



 


		4.11.5	not access the Project Site or provide and/or permit
access to the Project Site or provide to its Workings Operator, contractors, agents, persons, vehicles, machinery and/or other equipment
except as authorised by SAMANCOR in advance and in writing provided
that such written consent shall not be unreasonably withheld;





     

     


    

		4.11.6	not cause any damage to or at the Project Site or
injury to any employees, agents and/ or contractors of SAMANCOR.
Should it be proved by SAMANCOR that EESTECH caused any damage to or at the Project Site, EESTECH agrees to repair and make good such
proven damage at its sole cost and expense. Should EESTECH fail to repair and make good such proved damage within the time periods set
out in the letter notifying the damage or if no time period is notified, then within a reasonable time ,SAMANCOR shall be entitled in
its sole and absolute discretion to repair and make good any such proved damage with all costs being accountable to EESTECH and EESTECH
shall on first written demand, pay to SAMANCOR the cost of any such repairs;



 


		4.11.7	at all times procure that the vehicles, machinery and I or other equipment
at the Project Site are fit for their purpose and that its Workings Contractor's (where applicable), employees, contractors and agents
comply with all applicable statutory and regulatory requirements, including, without limitation, the Environmental Laws;



 


		4.11.8	at all times comply with all applicable Laws, enactments, orders, regulations
and other instruments relating to the packing, packaging, marking, storage, handling, and transportation of the unassembled or dismantled
parts of the Slag Recycling and Reclamation Facility to the Project Site;



 


		4.11.9	upon completion of the Workings and subject to clause
18.3, carry on and conduct all the relevant and required Decommissioning
Works at its expense, clear away and remove from the Project Site all surplus materials, rubbish and temporary works of every kind including
filling up of holes of any nature and leave the whole of the Project Site clean and in a workmanlike condition to the reasonable satisfaction
of SAMANCOR; and



 


		4.11.10	upon obtaining the relevant Works Funding, procure
all the required resources, equipment, vehicles,
authorities, licences and permissions for the carrying out of the Workings.



 


		4.12	EESTECH warrants that it:



 


		4.12.1	has the requisite
expertise to design, manufacture, install, commission,
operate and maintain the Slag
Recycling and Reclamation Facility;



 


		4.12.2	is not a party to any existing or previous agreement
or arrangement which prevents it
from entering into this Agreement or adversely affects its ability
to perform its obligations under this Agreement;



		4.12.3	will give SAMANCOR prior written notice, before performing
any services for any person if such services could, in the reasonable opinion of SAMANCOR, lead to a conflict with
its obligations under this Agreement;



 


		4.12.4	will file such reports, notices, and other communication
as may be required by any governmental agency
regarding the Slag Recycling and Reclamation
Facility, except in 



 




     

     


    

instances
where it is clear that the specific report,
notice or communication is to
be submitted by SAMANCOR, in which case, EESTECH shall promptly
inform SAMANCOR in writing of any request received by it for the filing of such report, notice and/or other communication. EESTECH shall
at all times consult with SAMANCOR prior to filling such report,
notice or communication;


 


		4.12.5	has not and will not contravene any provision of its constitutional documents,
or any order or other decision of any authority, court or arbitrator that is binding on it as at the Signature Date through its execution
and performance of its obligations arising from this Agreement and that this Agreement is valid, binding and enforceable against it; and



 


		4.12.6	has not committed any act that may be reasonably likely
to lead to its insolvency, placement under judicial management or administration, or similar process, nor is there a concern that it might
commit such an act of insolvency as of the Signature Date.



 


		5	Representations, undertakings and warranties of SAMANCOR



 


 


		5.1	SAMANCOR agrees, represents, undertakes and warrants that it:



 


		5.1.1	Is the beneficial owner and holder of all rights and title to the Designated Slag
Resource and such rights and title are valid and current as at the Signature Date in accordance with applicable Law;



 


		5.1.2	Has not been given notice of any breach of any provisions
of any applicable Law or the terms and conditions of any permit pertaining to the Designated Slag Resource;



 


		5.1.3	Shall not under any circumstance attempt or commit
any act or omission relating to the removal, disposal, sale, cession or
assignment of or otherwise encumber the Designated Slag Resource or part thereof;



 


		5.1.4	Shall not take any action that would unreasonably
prejudice EESTECH's rights to the Designated Slag Resource and the processing of such resource at the Project Site through the Slag Recycling
and Reclamation Facility for the duration of this Agreement, and it shall grant to EESTECH, and/or the Workings Operator (where applicable)
access to the Project Site, and the Designated Resource in line
with SAMANCOR's safety and security procedures;



 


		5.1.5	Will permit EESTECH to locate and operate at the
Project Site, the Slag Recycling and Reclamation
Facility required to carry out the Workings, and grant it direct access to the Designated Slag Resource
in accordance with SAMANCOR's
safety and security procedures;



 


		5.1.6	Will provide and allow EESTECH and the Workings Operator
(where applicable) and their employees, agents and contractors, access to cross and recross land at the Project Site as reasonably required
in order to carry out the Workings and in particular, to gain
entry





     

     


    

to
and from that part of the land on which the Slag Recycling and Reclamation Facility and the Designated Slag Resource is located in
line with the SAMANCOR's safety and security procedures;


 


		5.1.7	Will provide EESTECH and the Workings Operator (where
applicable) with the benefit of all permits and other authorisations
obtained by SAMANCOR from the Signature Date and those which may be obtained by it at a later date, so far as it is reasonably able so
to do so without cost to itself and in the event that there is a cost incurred in doing same, that EESTECH shall reimburse it for such
costs if it wishes to have the benefit thereof;



 


		5.1.8	Will provide reasonable assistance to EESTECH in applying
for and obtaining the necessary permits, licences and approvals (and renewal of same) required by EESTECH to engineer, construct, operate
and maintain the Slag Recycling and Reclamation Facility;



 


		5.1.9	Will, pending the
sale of the Reclaimed Sand by EESTECH, allow EESTECH to stockpile such unsold Reclaimed Sand at the stockpiling area, subject to the specification
agreed to by the Parties and the maximum quantities as set out
in Schedule 5 hereto;



 


		5.1.10	Hold no claim or entitlement to any royalties or commissions
relating to the sale of the Reclaimed Sands undertaken by EESTECH;



 


		5.1.11	Is duly authorised, has the legal capacity, and is
otherwise permitted to enter into agreements for the reclamation of the Designated Slag Resource as contemplated in this Agreement and
in particular, enter into this Agreement and on the terms set out herein. Furthermore, that for the duration of this Agreement, no third
party shall hold any rights, whether legal or equitable, in relation to the Designated Slag Resource and that no agreement, heads of agreement,
memorandum of understanding, other interest, obligation, understanding
or option exists, or will exist during the Term of this Agreement, that might conflict with the subject matter of this Agreement and in
particular the rights granted to EESTECH in respect of the Designated
Slag Resource and the carrying out of the Workings by it;



 


		5.1.12	Has not and will not contravene any provision of its constitutional documents,
or any order or other decision of any authority, court or arbitrator that is binding on it as at the Signature Date through its execution
and performance of this Agreement and that this Agreement is valid, binding and enforceable against it;



 


		5.1.13	Has not committed any act that may be reasonably
likely to lead to its insolvency, placement under judicial management or administration, or similar process,
nor is there a concern that it might commit such an act of insolvency; and



 


		5.1.14	Will not, unless this
Agreement has been lawfully terminated by it because of a breach
of the terms hereof by EESTECH, engage in any efforts to, and
will not, directly or indirectly,





     

     


    

through
any officer, employee, director, representative, parent, shareholder, affiliate, broker, advisor or
otherwise, solicit, initiate or encourage the submission of inquiries, proposals or offers from any person relating to the sale of, or
granting of rights to the Designated Slag Resource.


 


		6	Early Termination



 


		6.1	In the event that SAMANCOR wishes to terminate this Agreement because of a sale of
the Project Site, SAMANCOR shall be liable to first pay to EESTECH an amount representing all of EESTECH's outstanding costs in relation
to the establishment, construction, deployment, commissioning and decommissioning of the Slag Recycling and Reclamation Facility, including,
without limitation, any and all outstanding capital costs, interest costs, early termination finance penalties and shut down costs, and
second: (i) if such termination is to occur in fewer than 5 (five) years after the expiration date of the Initial Period then SAMANCOR
shall give a minimum of 2 (two) years' notice of its intention to terminate this Agreement; and (ii) if termination is to occur 5 (five)
or more years after the expiration of the Initial Period then SAMANCOR shall give a minimum of 1 (one) year's notice of its intention
to so terminate. During such notice period EESTECH shall be permitted to continue, in all ways unaffected by the sale of the Project Site
and to continue the Workings of the Slag Recycling and Reclamation Facility as intended by this Agreement.



 


		6.2	Should SAMANCOR enter into a sale agreement in respect
of the Project Site and the purchaser wishes to continue with this Agreement, the Parties hereby agree that EESTECH shall be obliged to
continue with this Agreement and deal with the purchaser on the same terms and conditions as set out hereunder,
subject to any changes that EESTECH and the purchaser may wish to make to the
Agreement.



 


		7	Product Specification



 


		7.1	The Reclaimed FeCr to be supplied by EESTECH to SAMANCOR
in terms of this Agreement shall comply in all respects with the
agreed specifications stated herein and particularly set out in Schedule 5.



 


		7.2	EESTECH shall adopt a
high degree of attention and supervision to all aspects
of the provision of the Reclaimed FeCr and shall maintain an effective quality management system in
order to ensure and demonstrate that the Reclaimed FeCr conforms to the agreed specifications. For the avoidance
of doubt, EESTECH will not despatch Reclaimed FeCr that does not conform
to the agreed specification and all costs in this regard shall be for the account of EESTECH.



 


		7.3	The typical product size fractions and
typical product chemical analysis shall be as set out in
Schedule 5 with all the
chemical analyses represented on a dry basis.



 


		8	Determination of Product Mass



 


		8.1	EESTECH and SAMANCOR agree that the allowable moisture content of the Reclaimed FeCr,





     

     


    

for invoicing purposes,
shall not be greater than 1% (one percent).


 


		8.2	EESTECH shall, at its cost and expense, measure and
report the mass of each truckload on a legally certified weighbridge and SAMANCOR shall also measure
each truckload at its own legally
certified weighbridge.



 


		8.3	The Parties shall use correctly certified and operational
mass measuring devices to measure any mass in terms of this Agreement.



 


		8.4	Should the Parties record a discrepancy between the weight recorded by the EESTECH
weighbridge and the weight recorded by SAMANCOR's weighbridge of greater than 1% (one percent) in any given month ("Monthly Reconciliation"),
the following alternatives shall apply:



 


		8.4.1	If EESTECH accepts
SAMANCOR's weighbridge measurements, then the relevant invoice
shall be issued based on the accepted amount;



 


		8.4.2	In the event that EESTECH within
10 (ten) Business Days of the relevant Monthly Reconciliation
still disputes SAMANCOR's weighbridge measurements and if the mass recorded at the relevant weighbridges continues to differ by more than
1% (one percent), EESTECH may request the testing and/or calibration of SAMANCOR's and EESTECH's weighbridges by an independent and South
African Bureau of Standards accredited third party; and



 


		8.4.3	If, on re-testing
and/or re-calibration, by the independent third party, one of the weighbridges is found to deviate by more than 1% (one percent) of the
mass recorded, the Party responsible for such weighbridge shall be responsible for the costs of the re- testing and/or re-calibration
at both weighbridges and the relevant invoice shall be issued based on the reclaimed ferrochrome tonnage recorded by the weighbridge that
did not deviate by more than 1% (one percent) according to such re-testing and /or recalibration.



 


		8.5	In relation to
clause 8.4.1, adjustments to invoices shall be effected by EESTECH indicating the agreed and reconciled Reclaimed FeCr by way of a credit
note or debit note (as the case shall require) to SAMANCOR. EESTECH or SAMANCOR (as the case shall require) shall effect payment in such
a manner so as to appear in SAMANCOR's or EESTECH's nominated bank account (as the case shall require), no later than 7 (seven) calendar
days following the presentation of the credit note or debit note,
by said Party.



 


		8.6	EESTECH shall ensure that loading of the Reclaimed FeCr on road trucks for transportation
complies with all applicable Laws.



 


		9	Delivery and Risk



 


		9.1	Deliveries of the Reclaimed FeCr shall be made by
EESTECH as and when a truckload of the Reclaimed FeCr is produced and a truckload of all Reclaimed FeCr that meets the agreed specifications
set out herein is produced and
available to be delivered with the
quantities being





     

     


    

delivered,
dates of such deliveries and destination to be detailed in
an accompanying delivery notice.


 


		9.2	Risk in and to the
Reclaimed FeCr shall remain with EESTECH until such time as the
Reclaimed FeCr has been delivered
to and at SAMANCOR's weighbridge.



 


 


		9.3	SAMANCOR shall provide the necessary
transport services for the delivery of the
Reclaimed FeCr at EESTECH's cost.



 


		10	Fees and Invoicing



 


 


		10.1	EESTECH's fees ("Fees") in consideration
for the due and proper fulfilment of all of EESTECH's obligations in terms of a Purchase Order and this Agreement shall be calculated
on the basis of the amounts set out in Schedule 2 hereto.



 


		10.2	All invoices and payments to EESTECH by SAMANCOR shall
be subject to the subsequent adjustment and correction (as necessary),
upon the Parties' receipt of further information concerning the samples, delivery charges, penalties, taxes and/or other costs, or as
may otherwise be agreed upon by the Parties after detailed scrutiny and reasonable amendments to the invoice (if any) have been made.



 


		10.3	In the event that, EESTECH has supplied SAMANCOR with
Reclaimed FeCr which did not conform to the specifications, EESTECH shall within 1 (one) month of the Parties having concluded discussions
in respect thereof, present SAMANCOR with a credit note for the amount paid by it for the delivered Reclaimed FeCr which did not conform
to the agreed specifications.



 


		10.4	Upon conclusion of the discussions referred to in clause 10.3 in respect of the
non-conforming Reclaimed FeCr, EESTECH shall effect payment in such a manner so as to appear in SAMANCOR's nominated bank account by no
later than 7 (seven) calendar days following the presentation of the credit note by EESTECH to SAMANCOR.



 


		10.5	Payments to EESTECH by SAMANCOR, where payment is
due to EESTECH pursuant to clause 10.2 shall be made to EESTECH's nominated offshore account in United States
(US) currency in line with the provisions of clause 8.2 of the Master Terms and Conditions.



 


		11	Unsold Reclaimed Sand



 


 


		11.1	The Parties agree that any unsold Reclaimed Sand
stockpiled by EESTECH at the Project Site shall be in such manner and form as agreed to by the Parties and as particularly set out in
Schedule 5 so as to enable the Parties to be able to sell or utilise the Reclaimed Sand in a safe manner in the normal course of
their businesses and in line with applicable Environmental Laws
and utilising its current waste disposal facilities.





     

     


    

		11.2	The Parties agree that failure by EESTECH to comply
with the provisions of this clause 11 shall constitute a Material
Breach of this Agreement and EESTECH shall indemnify SAMANCOR against any losses and/or expenses SAMANCOR may incur
as a result of EESTECH's failure to comply with the provisions
of this clause 11.



 


		12	Mutual Cooperation and Good Faith



 


The
Parties agree that although they are arm's length commercial Parties and owe no fiduciary duties to
each other, they will as far as possible cooperate and act in good faith towards each other and will each use their best efforts, within
the terms and constraints of this Agreement and their respective commercial interests, to ensure the most efficient
and effective commercial operation of the Workings for their joint benefit hereunder.


 


		13	Confidentiality and Non-Circumvention



 


 


		13.1	Obligation to Keep Information Confidential



The
Parties acknowledge that prior to the Signature Date, a non-disclosure agreement ("NDA Agreement"),
attached hereto as Schedule 4 was concluded between Samancor and EESTECH Australia (Pty)
Ltd (Registration Number ABN 50103 011696). For the avoidance of doubt, the Parties agree the NDA Agreement is binding on the Parties
hereto, mutatis mutandis. Furthermore, the Parties agree to comply with all the terms of the NDA Agreement. Without derogating
from any of the terms of the NDA Agreement, each Party agrees to:


 


		13.1.1	keep this Agreement and all information regarding
the Workings (as well as all information obtained in establishing, developing and carrying on the Workings) strictly confidential and
shall not disclose any material element of this Agreement unless required by Law, regulation or policy of a relevant governing body;



 


		13.1.2	not use the other Party's Confidential Information, other than solely for the
purpose for which that Confidential Information was or is disclosed;



 


		13.1.3	only disclose the other Party's Confidential Information to their officers and
employees or professional advisers to the extent that they need to know for the purposes of effecting this Agreement;



 


		13.1.4	ensure that its officers and employees keep
all the other Party's Confidential Information confidential;



 


		13.1.5	not copy or record in
any other form any part of the other Party's Confidential Information
except as is strictly necessary for the purposes of this Agreement;
and



 


		13.1.6	if requested by the other Party, as soon as possible
after the Termination Date, return to the other Party or destroy
all hard copy records and computer records of their Confidential Information (whether copies originally provided, or any copies or copies
of copies thereof) and will provide the other Party with assurances which are
reasonably requested that it has
fully complied with the request set out in this clause 13.1.6.





     

     


    

		13.2	Obligation Not To Circumvent



 


		13.2.1	Each Party acknowledges that the other Party may introduce
third parties and or mine site and process waste recycling and
reclamation technology suppliers, service providers and project opportunities to it arising out of and in relation to the Confidential
Information or the Workings, including and not limited to the provision of goods and services by
one Party to the other.



 


		13.2.2	The Parties agree that, for the term of this Agreement,
neither Party including their Affiliates, will directly or indirectly interfere with, circumvent or attempt to circumvent, avoid, by-pass
or obviate the other's interests, or the interest or relationship of the other Party in relation to the Workings unless a
written agreement allowing same,
is reached between the Parties.



 


		14	Independent Contracting Parties



 


 


The
nature of the legal relationship between the Parties created by this Agreement is that of independent
contracting commercial parties. The Parties expressly acknowledge and agree, that
nothing in this Agreement shall be construed as creating a relationship of agency or a joint venture or partnership between the Parties
and neither of them shall be entitled to bind the other to any obligation.


 


		15	Breach



 


 


		15.1	If a Party ("Defaulting Party") commits
any breach of this Agreement and fails to remedy such breach within 15 (fifteen) Business Days ("Notice Period") of written
notice requiring the breach to be remedied, then the Party giving notice ("Aggrieved Party") will
be entitled, at its
option, to:



 


		15.1.1	Claim immediate specific performance of the Defaulting
Party's obligations that are capable of specific performance and
due for performance under this Agreement, with
or without claiming damages,; or



 


		15.1.2	Cancel this Agreement, with
or without claiming damages, in
which case, written notice
of the cancellation shall be given to the Defaulting Party, and the cancellation shall take effect on the giving of the notice. No Party
shall be entitled to cancel this Agreement unless
the breach is a Material Breach.



 


		15.2	A breach will be deemed to be a Material Breach if
it is of such nature, extent and duration, in Law that would give
the Aggrieved Party the right to cancel the Agreement, and if it is:



 


		15.2.1	Capable of being remedied, but is not
remedied within the Notice Period; or



 


		15.2.2	Incapable of being remedied and payment in money
will compensate for such breach but such payment is not made within
the Notice Period.



 




     

     


    

		15.3	An Aggrieved Party's
remedies in terms of this clause
15 are without prejudice to
any other remedies to which the Aggrieved Party may be entitled in Law.



 


		15.4	Each Party hereby unconditionally and irrevocably indemnifies and holds harmless
the other Party against all direct claims, costs, expenses, losses, prejudices, liabilities and/or damages, including without limitation
all legal costs (on an attorney own client basis) which may be brought against, suffered by or incurred by the other Party as a result
of any act or omission by the first mentioned Party in relation to or arising out of a breach of this Agreement.



 


		15.5	The Parties acknowledge and agree that damages alone
would not be an adequate remedy for a breach of any of the provisions of this Agreement. Accordingly, without prejudice to any other rights
and remedies it may have, the Aggrieved Party shall be entitled to the granting of equitable relief (including without limitation injunctive
relief) concerning any threatened or actual breach of any of the provisions of this Agreement and in particular, but not limited to, breaches
in relation to Confidential Information and intellectual property.



 


		16	Non-Economic Circumstance and Disruption to Workings



 


 


		16.1	In the event that the Workings, on reasonable grounds.
become commercially unviable or non-economic and in particular because of the wholesale price structure detailed in Schedule 2 of
this Agreement, which shall be deemed to be the case if the Spot Selling Price falls below US$0.50 per pound , but such state of affairs
is, on reasonable grounds, not regarded as likely to be permanent, then the Parties shall make all reasonable efforts to negotiate in
good faith, a temporary variation to the wholesale price structure (and such other terms of this Agreement as may be required) which will
enable the Parties to continue to operate the Slag Recycling and Reclamation Facility and purchase the processed resource until such aforesaid
state of affairs no longer subsists and the terms of this Agreement that were temporarily
varied shall apply once again.



 


		16.2	In the event that
the Parties are unable to agree upon changes to the terms of this Agreement in the
event of the state of affairs referred to in clause 16.1 above, then the Workings shall be suspended until such state of affairs no longer
subsists, and such suspension of the Workings shall not be deemed a breach of this Agreement, material or otherwise.



 


		16.3	Should the suspension of the Workings set out in
16.2 continue for a period of at least 6 (six) months, then either
Party shall have the right to terminate this Agreement forthwith.



 


		16.4	EESTECH shall at all times during any such suspension,
be responsible for the Slag Recycling and Reclamation Facility and shall ensure that the Slag Recycling and Reclamation Facility is secured
at all times in line with SAMANCOR's safety and security procedures. EESTECH shall indemnify SAMANCOR for any loss and/or damages it
may incur as a direct consequence of EESTECH failing to ensure that the Slag Recycling and Reclamation
Facility is secured as required in this clause during
any such suspension.



 




     

     


    

		17	Term and Termination



 


 


		17.1	This Agreement shall be effective from the Signature Date and shall, subject to
the terms and conditions contained herein, continue for the Initial Period and at the expiry of the Initial Period continue for a further
period of 10 (ten) years OR until EESTECH has completed the processing of all of the Designated Slag Resource through the Slag
Recycling and Reclamation Facility and sold all the Reclaimed FeCr, Reclaimed Sand and Reclaimed FeCr Fines arising therefrom whichever
occurs first and then conduct all the required Decommissioning Work and Rehabilitation processes required of it under clause 18.3.



 


		17.2	This Agreement shall continue for the full duration
of the term as set out in
clause 17.1, unless terminated at an earlier time in the event of:



 


		17.2.1	Either Party at any time, determining on reasonable
grounds that the Workings is not commercially viable, or that it is impossible or impractical to carry on the Workings with no realistic
prospect of that situation changing, subject to the provisions of clause 16; or



 


		17.2.2	Any Law coming into operation subsequent to the Signature
Date, which Law in the reasonable opinion of the Parties substantially affects an integral aspect or matter or issue contained in this
Agreement, such that a benefit to be received by a Party under this Agreement will be substantially reduced, or the obligation of a Party
hereunder will be substantially increased, or a benefit or obligation under this Agreement will be substantially different than was contracted
for, then the Parties shall enter into negotiations in good faith regarding a variation of this Agreement in order to ensure that neither
this Agreement nor its implementation constitutes a contravention of such Law and that the relevant benefit to be received, or the obligation
to be performed, shall be given effect to the extent that it is reasonably possible and practical to do so in conformity with the relevant
Law and otherwise compensated for as far as possible to reflect the relevant intended benefit or obligation as contemplated hereunder.



 


		17.2.3	If either Party is prevented from performing any
of its obligations under this Agreement as a result of any existing or new Law or as a result of any event beyond its reasonable control
whether or not foreseeable, including general power failures, breakdown of telecommunication networks or computers, political intervention,
imposition of sanctions, riot or insurrection, then, subject to the Parties reaching an agreement
for variation of this Agreement as set out in clause 17.2.2,
it shall not be liable for any failure to perform its obligations under this Agreement while such event persists and the other Party shall
have the right (unless such event has persisted, or is reasonably likely to persist for a period of time not exceeding 6 (six) months}
to terminate this Agreement at any time after the
intervention of or becoming aware of such event;



 


		17.2.4	The Parties mutually
agreeing to terminate this Agreement;



 


		17.2.5	The development of a Slag Recycling and Reclamation
Facility having not commenced on or before the
expiry of the Initial Period, provided that SAMANCOR may at its
sole





     

     


    

discretion
allow EESTECH such further period of time as it sees fit in which
to commence the development of the Slag Recycling and Reclamation Facility;


 


		17.2.6	A Party being in Material Breach of this Agreement,
and/or having failed to remedy that breach as required under clause 15, and the other Party having exercised its right to terminate this
Agreement on that basis;



 


		17.2.7	A Party which otherwise has the power to terminate
this Agreement under applicable Law, giving written notice to the other Party that this Agreement is terminated; or



 


		17.2.8	A Party becoming insolvent, being wound up, or entering
into a composition for the benefit of creditors, being in administration or some other form of
statutory management or protection and the other Party deciding
to terminate the Agreement in
consequence of the same.



 


		17.3	The Term of this Agreement can be extended for a further period of five (5)
years (New Term)



after the expiration of the Term, on the
terms set out here below:


 


		17.3.1	If EESTECH wishes to extend the Term, then it shall
notify SAMANCOR of its desire so to do, no later than two years
prior to the end of the Term by written notice thereof to SAMANCOR (Notice to Extend Term); and



 


		17.3.2	SAMANCOR shall have 3 (three) months from the date
of receipt of the Notice to Extend Term, to communicate to EESTECH its decision to extend the Term or otherwise. In the event that SAMANCOR
agrees to the extension of the Term, then this Agreement shall remain in full force
and effect for the New Term, on its existing terms and conditions, subject to any changes that the Parties may wish to make to the Agreement,
which the Parties shall use their best efforts to agree upon within one month of SAMANCOR's communication to EESTECH of its decision to
extend the Term or otherwise.



 


		18.	Consequences of Termination



 


 


In the event of the termination of this Agreement:


 


		18.1	Nothing herein shall be construed to release either Party
from any obligation incurred prior to the Termination Date which
is intended to survive termination of this Agreement;



 


		18.2	Termination of this Agreement shall not be deemed
to be a waiver of any claims which either Party may have against the other in respect of any breach or failure to comply with
any term of this Agreement prior to the Termination Date;



 


		18.3	EESTECH shall carry out or procure the carrying out
of all the Decommissioning Works within 6 (six) months of the
Termination Date, failing which SAMANCOR shall conduct the Decommissioning Works at EESTECH's cost and EESTECH indemnifies SAMANCOR against
any costs and/or expenses so incurred;





     

     


    

		18.4	EESTECH shall be responsible for the Rehabilitation
of the Project Site and ensuring that all
the Reclaimed Sand is removed from the Project Site prior to commencing the removal of
Stage 2 Process Equipment (smelting, refining and casting systems).



 


		18.5	In the event of termination
due to breach, the non-Defaulting Party may claim from the Defaulting Party, all direct costs, expenses,
losses and damages, suffered or incurred by the non-Defaulting Party, as a result of the termination;



 


		18.6	The Parties shall continue to perform their obligations
under this Agreement until the Termination Date;



 


		18.7	EESTECH shall be responsible for the costs of restoring
the Project Site (where applicable) to a state no worse than when it first began occupying the Project Site in
line with the provisions of
relevant Environmental Laws;



 


		18.8	All rights, fees and other entitlements to
which the Parties became entitled on
or before the Termination Date which have not been received shall be provided and settled forthwith; and



 


		18.9	The provisions of this clause 18 shall survive the termination of this Agreement.



 


		19.	Environmental Liability



 


		19.1	EESTECH shall comply with all Environmental Laws
in its conduct of the Workings at the Project Site.



 


		19.2	The Parties shall jointly undertake a Project Site
contamination analysis prior to the deployment of the Workings
to provide a comparative measure for when the
Workings are removed upon
termination of this Agreement.



 


		19.3	SAMANCOR shall not be responsible for claims directly
related to hazardous materials at the Project Site arising out of the negligent, and/or intentional acts or omissions of EESTECH. This
provision of the Agreement shall not be construed to require EESTECH to take corrective action with respect to any hazardous materials
located at the Project Site on or before the commencement of the
Initial Period.



 


		19.4	If action is required at the Project Site to comply
with any applicable Environmental Laws during the Term of this Agreement, SAMANCOR shall be responsible for the costs of compliance, only
to the extent that such non-compliance is not as a result
of EESTECH's negligence, and
/or intentional acts.



 


		20.	Governmental and/or Regulatory Authorities Penalties and Fines



 


		20.1	If during the Term of this Agreement
any governmental or regulatory authority or agency assesses and imposes any fines or penalties against SAMANCOR arising from EESTECH's
failure to operate and maintain the Slag Recycling and Reclamation Facility in accordance with any applicable Laws such fines and/or penalties
shall be the sole responsibility and for the account of EESTECH.





     

     


    

		20.2	In the event that
EESTECH does not comply with any applicable Laws and a fee or
fine is levied on SAMANCOR by any governmental authority, then
SAMANCOR will, on notice to EESTECH, pay the relevant fee or fine and conduct any required accompanying remedial action and deduct the
fee or fine amount and all costs of the remedial action from EESTECH's invoice of the same month. In the event that the fee or fine is
more than an EESTECH invoice of that month, then the remainder of the amount shall be deducted from the next EESTECH invoice (s) of the
following month(s) until such time as the fine or penalty amount has been fully reimbursed. Should SAMANCOR not be able to deduct such
amounts from the EESTECH invoice(s) or should there be no invoices to deduct from, SAMANCOR shall demand and EESTECH shall pay on first
demand the monies so paid by SAMANCOR to the relevant governmental authority.



 


		20.3	EESTECH shall indemnify SAMANCOR against all fines
or penalties that may be levied against SAMANCOR in terms of this
clause. This indemnity clause shall survive the termination of this Agreement.



 


		21.	Limitation of Liability



 


 


		21.1	Nothing in this
Agreement shall limit or exclude the liability of EESTECH for:



 


 


		21.1.1	death or personal injury resulting from negligence; or



 


 


		21.1.2	fraud or fraudulent misrepresentation.



 


 


		21.2	SAMANCOR shall not under any circumstances whatsoever
be liable to EESTECH, whether in contract, delict, (including negligence) or restitution, or for breach of statutory duty or misrepresentation,
or otherwise, for any:



		21.2.1	loss of profit; or



 


		21.2.2	loss of goodwill; or



 


		21.2.3	loss of business; or



 


		21.2.4	loss of business opportunity; or



 


		21.2.5	loss of anticipated saving; or



 


		21.2.6	special, indirect or
consequential damages suffered by EESTECH.



 


 


		22.	Business Conduct



 


The
Parties shall at all times comply with all business conduct and legislation and undertake herein not to condone corruption or anti-competitive
practices within the market place and acknowledge their commitment to the
promotion of and adherence to ethical and professional




     

     


    

standards,
which includes a zero-tolerance policy towards bribery
and facilitation payments of any form.


 


		23.	Governing Law and Dispute Resolution



 


 


		23.1	This Agreement shall be
governed by and construed in accordance with the Laws of South Africa.



 


		23.2	In the event of there being any dispute or difference
between the Parties arising out of this Agreement, upon the written request of either Party, the dispute shall immediately be referred
to senior management of each Party. Such persons shall meet within 5 (five) Business days and attempt to negotiate a resolution
of the dispute. If the Parties are unable to resolve the dispute for any reason within 30 (thirty) Business Days after a Party's written
request for a meeting was made, then either Party may request the other Party to submit the dispute to binding arbitration in accordance
with the procedures set forth in clause 23.3.



 


		23.3	Subject to clause 23.2, all disputes shall be finally
resolved by and in accordance with the rules (the "Rules") of the Arbitration Foundation of South Africa ("AFSA")
then in effect.



 


		23.4	Subject to clause 23.2,
a Party may initiate arbitration proceedings by issuing a notice
to the other Party (a "Notice of Arbitration") pursuant
to the Rules.



 


		23.5	The Parties hereby consent to the arbitration being
dealt with on an urgent basis in terms of the Rules should either Party by written notice to the other, require the arbitration to be
held on an urgent basis. If such notice is issued, the Parties agree to apply jointly to AFSA's secretariat
as required in terms of the Rules to facilitate such urgent arbitration.



 


		23.6	The arbitration will take place before a single arbitrator appointed under clause
23.7.



 


		23.7	The Parties must appoint an arbitrator within 15 (fifteen)
Business days of the receipt of the Notice of Arbitration. If the Parties fail to appoint an arbitrator within
15 (fifteen) Business days, AFSA may appoint the arbitrator on application by either Party.



 


		23.8	The Parties agree that any arbitration award shall
be final and binding upon the Parties and (to the fullest extent
permitted by applicable Law) the Parties waive their right to any form of appeal or other similar recourse to a court of Law.



 


		23.9	The language of the arbitration proceedings shall be English.



 


		23.10	Nothing herein contained shall be deemed to prevent
or prohibit a Party to the arbitration from applying to the appropriate
court for urgent relief or for judgment in relation to a liquidated claim.



 


		23.11	This clause will
continue to be binding on
the Parties notwithstanding any termination of this Agreement.





     

     


    

		24	Rehabilitation Liability



 


 


		24.1	In order to better secure to SAMANCOR the performance
by EESTECH of its obligations in respect of the removal of all Reclaimed Sand from the Project Site after the termination of this Agreement,
upon the commencement of processing of the Designated Slag Resource, EESTECH shall in respect of each ton of Reclaimed Sand stockpiled
by EESTECH, pay the sum of $US1 (one US Dollar) per ton from the sale of FeCr into the Rehabilitation Trust Account, such funds to be
held on trust for SAMANCOR for the aforesaid purpose, provided that the amount of funds in the said account will not exceed a maximum
amount equating to the amount of funds required to be paid into
the account in the event that one million tons of Reclaimed Sand
is stockpiled.



 


		24.2	In the event that EESTECH has neither removed all
the Reclaimed Sand during the Decommissioning Work, nor entered into an off-take agreement for the
removal of the remaining Reclaimed Sand (which agreement shall be acceptable to SAMANCOR in its reasonable judgment), then SAMANCOR may
make a claim against the Rehabilitation Trust Account for an amount calculated by multiplying the number of tons of Reclaimed Sand that
remain by $US1.



 


		24.3	The balance of funds remaining in the Rehabilitation
Trust Account (if any) after the payment of any claim which SAMANCOR is entitled to make (if any) shall become funds which are the sole
legal and beneficial property of EESTECH.



 


 


		25	Costs



 


Each
Party shall bear all expenses incurred by it in connection with the negotiation, entering into and completion of this Agreement, including,
without limitation, the charges
of its legal counsel, accountants and financial advisors.


 


		26	Parties' Representatives



 


The
Parties' respective representative(s) duly authorised to issue and accept instructions with regard to obligations arising in terms of
this Agreement shall be –


 


*
* *


 


 




    [Certain information indicated with [* * *] in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.]


     


    

		27	Domicilium and Notices



 


 


		27.1	Any notice or communication given to a Party under this
Agreement is only given to the other Party if it is in writing
and sent in one of the following ways:



 


		27.1.1	Delivered or posted to the relevant
SAMANCOR or EESTECH address as set herein; or



 


		27.1.2	Emailed to the relevant
SAMANCOR or EESTECH email addresses set herein.



 


		27.2	Where a Party is required to give written notice under
this Agreement, notice shall be deemed as having been given (and
received by the other Party) as follows:



 


		27.2.1	Any notice delivered personally is deemed to have
been delivered on the date of its delivery;



 


		27.2.2	Any notice sent
by airmail post is deemed (in the
absence of evidence of earlier receipt), to have been delivered seven calendar days after dispatch and in proving the fact of dispatch
it is sufficient to show that the envelope containing the notice was properly addressed, stamped and conveyed to the postal authorities
or courier service for transmission by airmail or special courier;



 


		27.2.3	Any notice sent by special courier is deemed to have
been delivered on the date recorded by the courier company as the delivery date; and



 


		27.2.4	Any notice sent by facsimile is deemed to have been
delivered on the date of transmission, provided that it was correctly addressed and no error message was received by the information systems
used by the Party sending the notice and the recipient acknowledges
complete receipt of such email.



 


		27.3	A Party may by two Business Days' notice to the other
Party change its postal address, or email for receipt of notices.



 


		27.4	SAMANCOR chooses as its domicillium citandi et
executandi for all purposes arising out of or in connection with this Agreement at which address all processes and notices arising
out of or in connection with this Agreement, its breach or termination
may validly be served upon or delivered:



1st Floor, Block
B


Cullinan Place

 Cullinan
Close 

Morningside 

SANDTON 

2196


Marked for the attention
of: SAMANCOR Group Legal Manager and Company Secretary.


 


		27.5	EESTECH chooses
as its domicillium citandi et executandi for all purposes arising out of or in connection
with this Agreement at which address all
processes and notices arising out of or
in



 




     

     


    

connection
with this Agreement, its breach or termination may validly be served upon
or delivered.


EESTech
Inc Ltd

 Level 4, BDO Centre, 

4 Graham Street,


Auckland 1010,


New Zealand.


Email: mbailey@eestechinc.com


Marked for the attention of: EESTECH Company
Secretary


 


		28	Assignment



 


Neither SAMANCOR
nor EESTECH may transfer or assign this Agreement or its rights or obligations hereunder without the prior written consent of the other
Party.


 


		29	Entire Agreement



 


This
Agreement constitutes the entire agreement between the Parties as to its subject matter and supersedes
all previous correspondence, negotiations, representations and warranties (whether oral or written), agreements and understandings between
the Parties, except as expressly agreed to the contrary herein.


 


		30	Miscellaneous



 


 


		30.1	Partial or delayed exercising of rights



If
a Party does not exercise a right or remedy fully or within a certain
period of time, the Party may still exercise it later,
nor shall it restrict or prevent the Party exercising any other right or
remedy.


 


		30.2	Further exercising of rights



No
partial, delayed or single exercise of any right or remedy shall
prevent or restrict the further exercise of that or any other right or remedy.


 


		30.3	Remedies cumulative



The
rights and remedies provided in this Agreement are cumulative, and all rights and remedies are in addition to other rights and remedies
set forth in this Agreement or given by Law or at equity independently
of this Agreement.


 


		30.4	Waiver of breach and variation



 


		30.4.1	If a Party waives a breach of a provision of this
Agreement, the Party does not thereby waive or vary all or part
of that provision, or of any other provision, or of the right of that Party to avail itself of any of its rights or remedies subsequently.



 


		30.4.2	A provision of this Agreement or a right or obligation
created under it may not be waived or varied except in writing
signed by the Party to be bound and is effective only to the extent
expressly stated.





     

     


    

		30.5	Approvals and consents



By
giving its approval or consent, a Party does not make or give
any warranty or representation as to any circumstance relating to the subject matter of the consent or approval.


 


		30.6	Conflict of interest



The
Parties' rights and remedies under this Agreement may be exercised
even if this involves a conflict of duty or a Party has a personal
interest in their exercise.


 


		30.7	Construction



No
rule of construction applies to the disadvantage of a Party because that Party was responsible for the preparation of, or seeks to rely
on, this Agreement or any part of it.


 


		30.8	Non-Merger



Except
as otherwise expressly provided herein, all provisions of this Agreement (including all representations
and warranties), shall forever survive the execution of this Agreement and to the extent that they have not
been fulfilled and satisfied
or are capable of having effect, remain in full force and effect.


 


		30.9	Force Majeure



Neither
Party shall have any liability or be deemed to be
in breach of this Agreement for any delay or failure in performance
of this Agreement that results from circumstances beyond the reasonable control of that Party, including but not limited to, any labour
disputes involving that Party, customs and permitting delays. The Party affected by such circumstances shall promptly notify the other
Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. The occurrence of any such
circumstances shall not affect the running of the Term of this Agreement.


 


		30.10	Supervening legislation



Any
present or future legislation which operates to vary the obligations of a Party in connection
with this Agreement with the result that another Party's rights, powers or remedies are adversely affected (including, by way of delay
or postponement) is excluded except to the extent that its exclusion is prohibited or rendered ineffective by Law.


 


		30.11	Counterparts



This
Agreement may be executed in any number of counterparts any one
of which may be signed by either Party. Either Party may enter
into this Agreement by executing a counterpart and if the Parties shall have only signed different counterparts, then the signed counterparts
shall together constitute the agreement between the Parties, provided however that this Agreement
shall not take effect until a counterpart
has been executed by both Parties.


 


		30.12	Illegality, Invalidity and Severability



If
the whole or any part of a provision of this Agreement is held
to be invalid, unenforceable or illegal by any court of competent
jurisdiction:




     

     


    

		30.12.1	it must be read down
to such extent as may be necessary
to ensure that it is not invalid, unenforceable or illegal and
as may be reasonable in all the circumstances so as to give it
a valid operation; and



 


		30.12.2	if the provision or part thereof cannot be so read
down, it must be severed without affecting the validity and enforceability
of the remaining provisions of this Agreement.



 


		30.13	Inurement



This
Agreement shall remain of full force and effect endure to the
benefit of and be binding upon the Parties hereto and their successors and permitted assigns, including in the event either Party undergoes
a change of control, according to how "change of control" is understood under South African company Law.


 


		30.14	No representations or warranties



Each
Party acknowledges that in entering into this Agreement it
has not relied on any representations
or warranties about its subject matter except as expressly provided by the written
terms of this Agreement.


 


		30.15	Compliance with all applicable Laws



The Parties agree that they will comply
with all applicable Laws.


 


 


 


		31	Signature Page



 


This
Ferrochrome Recovery from Slag Agreement is hereby entered into by the Parties upon their
signing below.


 


 


Executed by


15-02-19


Authorised representative
for SAMANCOR:


 


 


 


                                                  


Signature of witness


 


 


                                                  


Name
of witness (please print)                                   By executing this Agreement, the signatory warrants that the signatory is duly authorised to execute this
Agreement on behalf of Samancor Chrome Limited.


 


 


 


Date:




     

     


    

Executed by
Mr. Murray Bailey


) M.J. Bailey


    )


Authorised representative
for EESTECH:


 


 


 


 


Donald Bartlem_______________________


Signature of witness


 


 


Donald Graham Bartlem_________________


Name
of witness (please print)                                By executing this Agreement, the signatory warrants that the signatory
is duly authorised to execute this Agreement on behalf of EESTECH Inc. Limited.


 


 


 


Date:
21st February 2019


 


 


 


 


 


 




     

     


    

ANNEXURE1


 


INFORMATION
RELATING TO PROPERTY AND PREMISES


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Annex omitted in accordance with
Item 601(a)(5) of Regulation S-K as it does not contain information material to an investment or voting decision]




     

     


    

 


ANNEXURE
2


 


SKETCH
PLAN INDICATING RELEVANT DETAILS OF EQUIPMENT TO BE INSTALLED
ON THE PREMISES, THE POSITION OF SUCH EQUIPMENT ON THE PREMISES AND THE LOCATION OF THE PREMISES ON THE PROPERTY


 


 


  


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Annex omitted in accordance with
Item 601(a)(5) of Regulation S-K as it does not contain information material to an investment or voting decision]


 




     

     


    

 


SCHEDULE 1


 


Designated Slag Resource Stockpiles and Volumes


 


 


	FeCr Slag Stockpile	Name / Location	FeCr Slag Dump Reserve Estimates as of Year End 2015 (metric tons)	New Annual FeCr Slag Production 2016 Estimates

(metric tons)	Designated Slag Resource
	Project Site	
    Ferrometals (FMT)

    Witbank/

    Emalahleni
	12,254,000	525,000	Minimum of 10,000,000 (ten million) metric tons incorporating FeCr Slag Dump Reserves plus Slimes Dam Tailings as required, arising from the Primary Recovery Processing activities


 


 


 


 


 


 




     

     


    

SCHEDULE
2


 


Pricing of Reclaimed FeCr sold to SAMANCOR


 


 


Schedule 2A Reclaimed Ferrochrome (FeCr) Wholesale
Price Structure


 


Whereas SAMANCOR has
disclosed in good faith;


 


		1.	China is the primary market of SAMANCOR's ferrochrome exports.



 


Whereupon
EESTECH has established a Wholesale Price table (Table 1)
which the Parties have agreed;


		2.	The Wholesale Price set by EESTECH for the safe of Reclaimed FeCr to SAMANCOR is
based on US Dollar per pound Cr excluding tax supplied at the gate of EESTECH's Slag Recycling and Reclamation Facility.



 


* * *


 


 


		3.	Pricing calculations are to be rounded up to 3 (three) decimal points.



		4.	SAMANCOR will provide EESTECH notification of any price change to the Spot Selling
Price within 7 (seven) calendar days of such price change.



		5.	The Wholesale Price table will be reviewed annually.



		6.	Such adjustments to the Wholesale Price table require
the written acceptance by the Parties before enactment.



		7.	* * *





    [Certain information indicated with [* * *] in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential].


     


    

Schedule
2BPrice Structure for Reclaimed FeCr Below Agreed Specification


 


 


1.
Reclaimed FeCr that does not meet the specification of ≥50%
Cr content and is between 46% and
<50%Cr content with ≤6% slag content will be sold to Samancor at a 15% (fifteen percent) discount
to the Wholesale Price structure in Schedule 2A (Table
1).


 


 


 


 


 


 


 


 


 


 


 




     

     


    

SCHEDULE 3-LEASE
AGREEMENT


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Schedule omitted in accordance with
Item 601(a)(5) of Regulation S-K as it does not contain information material to an investment or voting decision]




     

     


    

 


SCHEDULE 4 -
NDA AGREEMENT


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Schedule omitted in accordance with
Item 601(a)(5) of Regulation S-K as it does not contain information material to an investment or voting decision]


 




     

     


    

 


SCHEDULE
5


 


PRODUCT SPECIFICATION DETAILS


 


 


		1.	Specification of Reclaimed Ferrochrome Produced by EESTECH for Sale
to SAMANCOR.



 


 


* * *


 


 


		2.	Specification for Stockpiling of Reclaimed Sand post FeCr Removal



 


 


Stockpile
Limit:Stockpiling and storing of Reclaimed Sand shall be as
set out in the relevant applicable Environmental Laws, including but
not limited to the National Environmental Management Waste Act (NEMWA) Act 59 of 2008 and its regulation. In the event of there being
no legislative provisions relating to limits on stockpiling the Reclaimed Sand, the Parties agree that EESTECH shall not at any given
point stockpile more than 1,000,000 (one million) tons of Reclaimed Sand on the Project Site. Storm water management of the stockpile
facility shall be set out as per the National Water Act 36 of 1998 (NWA). A breach of the provisions of this clause shall constitute a
Material Breach of this Agreement. Written application for this cap to be increased can be made to SAMANCOR upon EESTECH submitting an
offtake agreement for the amount by which the cap is to be increased and SAMANCOR shall, at its discretion decide to grant the requested
increase in the cap. Any such increase in the stockpiling cap shall not be
in contravention of any relevant applicable Laws.


 


		Compliance:	The Reclaimed Sand shall comply as a
Type 4 Inert Waste. This classification
is based on current governing legislation as per the National Environmental Management Waste Act (NEMWA) (Act 59
of 2008).





    [Certain information indicated with [* * *] in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.]


     


    

The
Reclaimed Sand will be treated
to adhere to industry dust suppression protocols for the transportation and stockpiling of such material
and meet SAMANCOR standards for approved use of the SAMANCOR Ferrometal's waste dumps. Dust monitoring from the facility shall be in place
to ensure compliance to the National Dust Control Regulations, 2013; and as amended.


 


Declaration:


EESTECH's
Slag Recycling and Reclamation Process does not use any hazardous chemicals in its Recycling and Reclamation Process. The Reclaimed Sand
will comprise the original material less the extraction of up to * * * of the compounds that constitute the reclaimed Cr units.


The
Reclaimed Sand will comply with the specifications of the materials that Samancor currently disposes of on-site under existing permits.


 


 


Form
Factor:The Reclaimed Sand particle sizing to -500 microns with a
moisture content of+/- 20% with an indicative only particle size
distribution of:


 


* * *


 


 


Commercial Suitability:


 


 


 


 


 


 


Long Term
Stockpiling:


 


 


 


 


 


 


Curing Features:


The
Reclaimed Sand is treated, cleaned and conditioned for use as
a raw material for the downstream commercial use in geopolymer, Shot-Crete, refractory sand, cement,
mortar, plastering, concrete and brick making.


 


 


The
Reclaimed Sand is required to be transported with an MSDS at EESTECH's
cost to the site of stockpiling within 48 (forty eight) hours of being made available.


It
is recommended that the residual waste be layered and leveled at an approximate depth of 400mm, then compacted to facilitate curing.


 


*
* *


 


Once cured the material
is specified to be readily reworked.


 


Post
curing into a semi-solid, a chemical reduction will occur when the compacted
material is saturated with rainfall. The compacted




    [Certain information indicated with [* * *] in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.]


     


    

material
will undergo redox reduction,
reducing any remaining chrome units into Cr2+ reducing the
potential formation of Cr VI.


  


 


 


 


 


 




    [Certain information indicated with [* * *] in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential.]


     


    

 


SCHEDULE 6-MASTER TERMS AND CONDITIONS


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


[Schedule omitted in accordance with
Item 601(a)(5) of Regulation S-K as it does not contain information material to an investment or voting decision]