Advantage Lithium Corp. — M&A Activity 2020

Feb 29, 2020

The attached form of support agreement has been entered into in connection with the arrangement agreement dated February 18, 2020 between Advantage Lithium Corp. and Orocobre Limited (the “ Arrangement Agreement ”) by each of the following Supporting Shareholders (as defined in the Arrangement Agreement):

Name	Total number of Common Shares held by the Securityholder	Total number of Common Shares beneficially owned or controlled (and not registered in the name of the Securityholder)	Total number of Common Shares registered in the name of the Securityholder	Total number of Common Shares underlying Options held by the Securityholder	Total number of Common Shares underlying Options beneficially owned or controlled (and not registered in the name of the Securityholder)	Total number of Common Shares underlying Options registered in the name of the Securityholder
David Sidoo	1,959,834	1,830,000	129,834	750,000	750,000	Nil
Miguel Peral	8,175,000	Nil	8,175,000	350,000	Nil	350,000
Callum Grant	100,000	Nil	100,000	350,000	Nil	350,000
David Cross	Nil	Nil	Nil	150,000	Nil	150,000
Handelsbanken Hållbar Energi	8,571,450	Nil	8,571,450	Nil	Nil	Nil

February 17, 2020

From: [Supporting Securityholder]

To: Orocobre Limited Level 1, 349 Coronation Drive Milton, Queensland, Australia 4064

Attention: Rick Anthon

Dear Sirs/Madams:

Re: Support and Voting Agreement

This support and voting letter agreement (the “ Letter Agreement ”) is being entered into between Orocobre Limited (“ Orocobre ”) and [Name of Supporting Securityholder] (the “ Supporting Securityholder ”) in connection with the arrangement agreement dated as of the date hereof (the “ Arrangement Agreement ”) between Orocobre and Advantage Lithium Corp. (the “ Corporation ”) contemplating an arrangement (the “ Arrangement ”) of the Corporation pursuant to Section 288 of the Business Corporations Act (British Columbia). The result of the Arrangement, subject to the terms and conditions set out in the Arrangement Agreement, will be Orocobre’s direct or indirect acquisition of all the outstanding securities of the Corporation. The Supporting Shareholder is the [registered and] beneficial owner of [●] common shares, and [●] options to acquire common shares in the share capital of the Corporation (collectively, the “ Subject Securities ”, which expression shall include any other securities directly or indirectly acquired by or issued to the undersigned after the date hereof (including without limitation any common shares issued upon further exercise of options to purchase common shares)). Capitalized terms not otherwise defined herein shall have the meaning ascribed thereto in the Arrangement Agreement.

Covenants of the Supporting Securityholder

The Supporting Securityholder hereby irrevocably and unconditionally undertakes to Orocobre, from the date hereof until the date this Letter Agreement is terminated in accordance with its terms:

• (a) to vote or to cause to be voted all voting rights attaching to the Subject Securities in favour of the Arrangement and any other matter necessary or advisable for the consummation of the Arrangement or otherwise to promote the success thereof, at any meeting of shareholders of the Corporation held to consider it or any adjournment thereof;

• (b) to vote or cause to be voted all voting rights attaching to the Subject Securities against any resolution proposed at any meeting of shareholders of the Corporation

(including any adjournment thereof) which is in support of any alternative or competing proposal, relative to the Arrangement, or which might otherwise reasonably be expected to frustrate or impede the consummation of the Arrangement in accordance with the terms of the Arrangement Agreement;

• (c) if requested by Orocobre, acting reasonably, to deliver or to cause to be delivered to the Corporation (with a copy to you), a duly executed proxy or proxies directing the holder of such proxy or proxies to vote in favour of the Arrangement;

• (d) not to exercise any rights to dissent in connection with the Arrangement;

• (e) except in the capacity as director or officer to the extent permitted by the Arrangement Agreement, not to take any action which may in any way adversely affect the success of the Arrangement;

• (f) except in the capacity as director or officer to the extent permitted by the Arrangement Agreement, not to, directly or indirectly, make or participate in or take any action that may result in an Acquisition Proposal, or engage in any discussion, negotiation or inquiries relating thereto or accept any Acquisition Proposal; and

• (g) not to, directly or indirectly, sell, transfer, pledge, encumber, grant any option over, assign or otherwise dispose of, or agree to sell, transfer, pledge, encumber, grant any option over or assign any of the Subject Securities or any interest therein, without the prior written consent of Orocobre.

Representations and Warranties of the Supporting Securityholder

The Supporting Securityholder hereby represents and warrants that (a) it is the sole beneficial owner of the Subject Securities, with good and marketable title thereto free of any and all encumbrances and demands of any nature or kind whatsoever, and it have the sole right to vote and sell (in the case of transferable Subject Securities) all of the Subject Securities, (b) except for the Arrangement Agreement, no person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase, acquisition or transfer from the undersigned of any of the Subject Securities or any interest therein or right thereto, and (c) the only securities of the Corporation beneficially owned, directly or indirectly, by the undersigned on the date hereof are the Subject Securities.

Representations and Warranties Covenants of Orocobre

Orocobre hereby represents and warrants and, where applicable covenants to the Supporting Securityholder: (a) it is validly existing as a corporation under the laws of Australia and has the requisite corporate power and authority to conduct its business as it is now being conducted and to enter into this Letter Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Letter Agreement by Orocobre and the performance by it of its obligations hereunder have been duly authorized by its board of directors and no other corporate proceedings on its part are necessary to authorize this Agreement and the performance of its obligations

hereunder; and (c) this Letter Agreement has been duly executed and delivered by Orocobre and, assuming the due execution and delivery by the Supporting Securityholder, constitutes a legal, valid and binding obligation, enforceable by the Supporting Securityholder against Orocobre in accordance with its terms.

Termination

This Agreement shall automatically terminate on the first to occur of:

• (a) the mutual written agreement of the parties hereto;

• (b) the Effective Time;

• (c) any amendment of the Arrangement Agreement to reduce the amount of or alter the form of the consideration contemplated therein without the prior written consent of the Supporting Securityholder; and

• (d) the date, if any, that the Arrangement Agreement is terminated in accordance with its terms.

Upon termination of this Letter Agreement in accordance with its terms, the provisions of this Agreement will become void and no party shall have liability to any other party, except in respect of a breach of any covenant, agreement or obligation hereunder, or a misrepresentation in this Agreement occurring prior to such termination.

General

Notwithstanding any provisions of this agreement to the contrary, nothing in this Letter Agreement shall restrict in any way whatsoever the exercise of the Supporting Securityholder’s fiduciary duties in the capacity as a director and/or officer of the Corporation and/or its Subsidiaries or that is otherwise permitted by, and done in compliance with, the terms of the Arrangement Agreement.

This Letter Agreement shall be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

This Letter Agreement may only be amended, supplemented or otherwise modified by written agreement signed by the parties hereto.

This Letter Agreement may be executed in any number of counterparts (including counterparts by facsimile or electronic mail) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Letter Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid binding agreement between the parties.

This Letter Agreement is entered into for the exclusive benefit of Orocobre and its successors or assigns. This Letter Agreement is expressly not intended for the benefit of any creditor of Orocobre or any other person, and no such other person shall have any rights under this undertaking or any agreement between the parties with respect thereto.

The provisions of this Letter Agreement will be severable in the event that any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions will remain enforceable to the fullest extent permitted by law.

If the foregoing is in accordance with your understanding and is agreed to by you, please signify your acceptance by executing the enclosed copies of this letter where indicated below and returning the same to the undersigned, upon which this letter as so accepted shall constitute an agreement among us.

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Yours truly,

[●] Per: Name: Title:

Accepted and agreed on this ______ day of February, 2020.

OROCOBRE LIMITED

Name: