Common use of Organization and Composition Clause in Contracts

Organization and Composition. The Board of Directors shall initially consist of five Directors, three of whom shall be appointed by LAC (the “LAC Designees”) and two of whom shall be appointed by GM (the “GM Designees”), subject to adjustment as set forth pursuant to Sections 5.2(a)(i) and 5.2(a)(ii) below. (i) For so long as any Member holds a majority of the Proportionate Interests, such Member shall be entitled to appoint such number of Directors that would result in the minimum number of Directors necessary for such Member to hold a majority of the Board of Directors. Neither LAC nor GM shall be entitled to appoint a Director if the aggregate of the Proportionate Interest held by such Member together with any of its Permitted Transferees is less than 10%. (ii) Each Member admitted after the funding of the Initial Capital Contributions with a Proportionate Interest equal to or greater than 20% shall be entitled to appoint one Director. No such Member shall be entitled to appoint a Director if the aggregate of the Proportionate Interest held by such Member together with any of its Permitted Transferees is less than 20%. (iii) If at any time a Member’s Proportionate Interest decreases such that the number of such Member’s appointees then in office as Directors exceeds the number of Directors that such Member is entitled to appoint, a sufficient number of Directors appointed by it shall be automatically removed as a Director so that the number of Directors appointed by that Member equals the number of Directors that such Member is entitled to appoint. (iv) Each Member may remove any Director appointed by it at any time with or without cause, effective upon written notice to Company by the appointing Member and, following any such removal, the appointing Member may appoint another Director (to the extent such appointing Member is otherwise entitled to do so in accordance with this Section 5.2). (v) The Company and Members may not appoint or remove Directors except in accordance with the appointment rights provided by this Section 5.2. (vi) Each Director appointed pursuant to this Section shall be an individual who is an employee of its appointing Member or such Member’s Controlled Affiliates and is qualified to act as a Director under all applicable Legal Requirements, but shall not be required to be a Member of the Company. (vii) Each Director may provide its appointing Member with any information acquired by the Director in their capacity as a Director of the Company.

Organization and Composition. The Board of Directors shall initially consist Membershereby establish a committee (the “Management Committee”) consisting of five Directors(5) representatives (“Representatives”), of which, (i) at any time before BSC successfully completes the Earn-In Right or if the Earn-In Right expires without being successfully completed, (A) three of whom (3) Representatives shall be appointed by LAC ISLV and (the “LAC Designees”B) and two of whom (2) Representatives shall be appointed by GM BSC, (ii) at any time after BSC successfully completes the “GM Designees”)Earn-In Right, subject (A) two (2) Representatives shall be appointed by ISLV and (B) three (3) Representatives shall be appointed by BSC. At any time ISLV is entitled to adjustment appoint three (3) Representatives, a Representative appointed by ISLV shall serve as set forth pursuant to Sections 5.2(a)(i) and 5.2(a)(ii) below. (i) For so long as any Member holds a majority the chair of the Proportionate InterestsManagement Committee. At any time BSC is entitled to appoint three (3) Representatives, a Representative appointed by BSC shall serve as the chair of the Management Committee. Appointments of Representatives controlled by a given Member may be made or changed at any time by notice to the other Members. No Member or Representative shall have the power to bind the Company or to execute documents and instruments on behalf of the Company, unless such Member or Representative is also an Officer or such power and authority has been delegated by the Management Committee to such Member or Representative, and then only in that capacity. The initial Representative appointed by ISLV are ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, and ▇▇▇▇▇ ▇▇▇▇▇▇, with ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ serving as the chair of the Management Committee. The initial Representatives appointed by BSC are ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇. Each of ISLV and BSC shall have the right to designate a non-voting observer (“Observer”) to attend meetings of the Management Committee. The Observer designated by BSC is ▇▇▇▇ ▇▇▇▇▇▇▇▇. The Observer designated by ISLV is ▇▇▇▇▇ ▇▇▇▇▇▇. The compensation of any non-chairman Representative shall be equal to $20,000 per year and the compensation of the chairman Representative shall be equal to $50,000 per year, provided, however, an Observer shall not be entitled to appoint such number of Directors that would result in the minimum number of Directors necessary for such Member to hold a majority of the Board of Directorsany compensation. Neither LAC nor GM shall An Observer may be entitled to appoint a Director if the aggregate of the Proportionate Interest held by such Member together with any of its Permitted Transferees is less than 10%. (ii) Each Member admitted after the funding of the Initial Capital Contributions with a Proportionate Interest equal to or greater than 20% shall be entitled to appoint one Director. No such Member shall be entitled to appoint a Director if the aggregate of the Proportionate Interest held by such Member together with any of its Permitted Transferees is less than 20%. (iii) If changed at any time a Member’s Proportionate Interest decreases such that the number of such Member’s appointees then in office as Directors exceeds the number of Directors that such Member is entitled to appoint, a sufficient number of Directors appointed by it shall be automatically removed as a Director so that the number of Directors appointed by that Member equals the number of Directors that such Member is entitled to appoint. (iv) Each Member may remove any Director appointed by it at any time with or without cause, effective upon written notice to Company by the Member capable of appointing Member and, following any such removal, the appointing Member may appoint another Director (to the extent such appointing Member is otherwise entitled to do so in accordance with this Section 5.2)Observer. (v) The Company and Members may not appoint or remove Directors except in accordance with the appointment rights provided by this Section 5.2. (vi) Each Director appointed pursuant to this Section shall be an individual who is an employee of its appointing Member or such Member’s Controlled Affiliates and is qualified to act as a Director under all applicable Legal Requirements, but shall not be required to be a Member of the Company. (vii) Each Director may provide its appointing Member with any information acquired by the Director in their capacity as a Director of the Company.

Organization and Composition. (a) The Members hereby establish a Board which shall be responsible for the management of the business and affairs of the Company. Except with respect to those governing anti-corruption/anti-bribery, the Board shall determine overall policies, procedures, practices and standards (including health, safety, environment and community policy, business conduct policy and operating standards), methods and actions of the Company which shall reflect the corresponding policies, procedures, practices and standards of the Members holding, in the aggregate, not less than fifty percent (50%) of the outstanding Membership Interest. With respect to those governing anti-corruption/anti-bribery, the Board shall adopt, at a minimum, those of South32’s policies and procedures as applicable to the Company. The Board of Directors initially shall initially consist of four (4) representatives. So long as a Member maintains a twenty-five Directorspercent (25%) Percentage Interest, three of whom each such Member shall be appointed by LAC entitled to appoint two (2) representatives to the “LAC Designees”) and two Board; provided that in the event that the Percentage Interest of whom shall be appointed by GM a Member decreases below twenty-five percent (the “GM Designees”25%), subject to adjustment as set forth pursuant to Sections 5.2(a)(i) and 5.2(a)(ii) below. (i) For so long as any Member holds a majority of the Proportionate Interests, such Member shall be entitled to appoint such number of Directors that would result in the minimum number of Directors necessary for such Member to hold a majority of only one (1) representative on the Board of Directors. Neither LAC nor GM and the other Member shall be entitled to appoint a Director if the aggregate of the Proportionate Interest held by such Member together with any of its Permitted Transferees is less than 10%three (3) representatives. (iib) Each Member admitted after Notwithstanding the funding of the Initial Capital Contributions with a Proportionate Interest equal to or greater foregoing, if at any time there are more than 20% shall be entitled to appoint one Director. No two (2) Members then: (i) each such Member shall be entitled to appoint a Director if one (1) representative to the aggregate of the Proportionate Board for each twenty percent (20%) Percentage Interest held by it; and (ii) in the event that the Percentage Interest of a Member decreases below fifteen percent (15%), the one representative of such Member together with on the Board shall be deemed to have automatically resigned without the necessity of any of its Permitted Transferees is less than 20%action by the Company or the other Members and such Member shall no longer have the right to appoint a representative to the Board and the other Members shall be entitled to appoint all the representatives to the Board. (iii) If at any time a Member’s Proportionate Interest decreases such that the number of such Member’s appointees then in office as Directors exceeds the number of Directors that such Member is entitled to appoint, a sufficient number of Directors appointed by it shall be automatically removed as a Director so that the number of Directors appointed by that Member equals the number of Directors that such Member is entitled to appoint. (ivc) Each Member may remove any Director appointed by it at any time with appoint one or without cause, effective upon written notice more alternates to Company by act in the absence of a regular representative. Any alternate so acting shall be deemed a representative on the Board of the appointing Member and, following any such removal, the appointing Member. A Member may appoint another Director (replace one or more of its representatives or alternate representatives on the Board, by Notice to the extent such appointing Member is otherwise entitled to do so in accordance with this Section 5.2)other Members. (vd) The Company and Board shall at the first meeting of the Board in each Fiscal Year appoint one of the representatives appointed by the Members may not appoint or remove Directors except in accordance with to the appointment rights provided by this Section 5.2Board to be the Chair of the Board during that Fiscal Year. (vie) Each Director appointed pursuant to this Section The Chair of the Board shall be an individual who is an employee preside at meetings of its appointing Member or such Member’s Controlled Affiliates and is qualified to act as a Director under all applicable Legal Requirements, the Board but shall not in any circumstances be required entitled to cast a deciding vote in the event that there is a tied vote cast by the representatives to the Board on any matter or to cast a deciding vote on any matter that must be a Member of the Companydetermined by Special Approval or Unanimous Approval. (viif) Each Director may provide Representatives on the Board shall not be considered managers under the Act in such capacity, but derive all of their right, power and authority from the Members. No Member or representative of a Member on the Board shall have the power or authority in its appointing Member with any information acquired individual capacity to bind the Company. All documents and instruments executed on behalf of the Company shall be signed by the Director in their capacity as a Director President or an Officer, employee or agent of the CompanyCompany to whom the Board has delegated the necessary general or specific authority.

Organization and Composition. The Board of Directors shall initially consist of five Directors, three of whom shall be appointed by LAC (the “LAC Designees”) and two of whom shall be appointed by GM (the “GM Designees”), subject to adjustment as set forth pursuant to Sections 5.2(a)(i) and 5.2(a)(ii) below. (i) For so long as any Member holds a majority of the Proportionate Interests, such Member shall be entitled to appoint such number of Directors that would result in the minimum number of Directors necessary for such Member to hold a majority of the Board of Directors. Neither LAC nor GM shall be entitled to appoint a Director if the aggregate of the Proportionate Interest held by such Member together with any of its Permitted Transferees is less than 10%. (ii) Each Member admitted after the funding of the Initial Capital Contributions with a Proportionate Interest equal to or greater than 20% shall be entitled to appoint one Director. No such Member shall be entitled to appoint a Director if the aggregate of the Proportionate Interest held by such Member together with any of its Permitted Transferees is less than 20%. (iii) If at any time a Member’s Proportionate Interest decreases such that the number of such Member’s appointees then in office as Directors exceeds the number of Directors that such Member is entitled to appoint, a sufficient number of Directors appointed by it shall be automatically removed as a Director so that the number of Directors appointed by that Member equals the number of Directors that such Member is entitled to appoint.. Limited Liability Company Agreement of Lithium Nevada Ventures LLC: Page 18 (iv) Each Member may remove any Director appointed by it at any time with or without cause, effective upon written notice to Company by the appointing Member and, following any such removal, the appointing Member may appoint another Director (to the extent such appointing Member is otherwise entitled to do so in accordance with this Section 5.2). (v) The Company and Members may not appoint or remove Directors except in accordance with the appointment rights provided by this Section 5.2. (vi) Each Director appointed pursuant to this Section shall be an individual who is an employee of its appointing Member or such Member’s Controlled Affiliates and is qualified to act as a Director under all applicable Legal Requirements, but shall not be required to be a Member of the Company. (vii) Each Director may provide its appointing Member with any information acquired by the Director in their capacity as a Director of the Company.

Organization and Composition. (a) The Members hereby establish a Board which shall be responsible for the management of the business and affairs of the Company. The Board shall determine overall policies, objectives, procedures, methods and actions of Directors the Company. The Board initially shall initially consist of five Directors, three four (4) representatives. So long as an Initial Member maintains a Voting Percentage Interest of whom shall be appointed by LAC fifty percent (the “LAC Designees”) and two of whom shall be appointed by GM (the “GM Designees”50%), subject to adjustment as set forth pursuant to Sections 5.2(a)(i) and 5.2(a)(ii) below. (i) For so long as any Member holds a majority of the Proportionate Interests, each such Initial Member shall be entitled to appoint such number of Directors two (2) representatives to the Board; provided that would result in the minimum number event that the Voting Percentage Interest of Directors necessary for an Initial Member decreases below twenty five percent (25%), such Member to hold a majority of the Board of Directors. Neither LAC nor GM shall be entitled to appoint a Director if the aggregate of the Proportionate Interest held by such Member together with any of its Permitted Transferees is less than 10%. (ii) Each Member admitted after the funding of the Initial Capital Contributions with a Proportionate Interest equal to or greater than 20% shall be entitled to appoint one Director. No such Member shall be entitled to appoint only one representative on the Board and the other Initial Member shall be entitled to appoint three (3) representatives. Each Member may appoint one or more alternates to act in the absence of a Director if regular representative. Any alternate so acting shall be deemed a representative on the aggregate Board of the Proportionate Interest held by such appointing Member. A Member together with any may replace one or more of its Permitted Transferees is less than 20%representatives or alternate representatives on the Board, by Notice to the other Members. (iiib) If at any time One of the representatives of NovaGold shall serve as Chair of the Board for the term commencing on the Effective Date and ending December 31, 2025. A representative of ▇▇▇▇▇▇▇ shall serve as Chair of the Board for Calendar Year 2026. Thereafter, the position of Chair of the Board shall be held for a Member’s Proportionate Interest decreases such that the number period of such Member’s appointees then in office as Directors exceeds the number of Directors that such Member is entitled to appoint, a sufficient number of Directors Calendar Year alternatively by a representative appointed by it shall be automatically removed as ▇▇▇▇▇▇▇▇ and then a Director so that the number of Directors representative appointed by that Member equals the number of Directors that such Member is entitled to appoint▇▇▇▇▇▇▇. (ivc) Each Member may remove any Director appointed by it The Chair of the Board shall preside at any time meetings of the Board. Except with or without cause, effective upon written notice respect to Company by the appointing Member and, following any such removalthose matters requiring Majority Approval set forth in Section 7.6, the appointing Member may appoint another Director (Chair of the Board shall be entitled, in the event of a tie vote on the Board, to cast the extent such appointing Member deciding vote in any matter which is otherwise entitled required to do so be decided by Majority Approval. For the avoidance of doubt, the entitlement of the Chair to cast a deciding vote as provided in accordance with this Section 5.2)7.1(c) shall not apply to any matter that must be determined by Special Approval or Unanimous Approval. (vd) The Company and Members may not appoint or remove Directors except in accordance with Representatives on the appointment rights provided by this Section 5.2. (vi) Each Director appointed pursuant to this Section shall be an individual who is an employee of its appointing Member or such Member’s Controlled Affiliates and is qualified to act as a Director under all applicable Legal Requirements, but Board shall not be required to be considered managers under the Act in such capacity, but derive all of their right, power and authority from the Members. No Member or representative of a Member on the Board shall have the power or authority in its individual capacity to bind the Company. All documents and instruments executed on behalf of the Company. (vii) Each Director may provide its appointing Member with any information acquired Company shall be signed by the Director in their capacity as a Director General Manager or an Officer, employee or agent of the CompanyCompany to whom the Board has delegated the necessary general or specific authority.