Ero Copper Corp.

DEFERRED SHARE UNIT PLAN

ARTICLE 1 INTERPRETATION

1.1 Purpose

The purposes of the Plan are:

(a) to promote a greater alignment of long-term interests between Participants, by providing them the opportunity to acquire DSUs, and the shareholders of the Corporation; and
(b) to provide a compensation system for Participants that, together with the other compensation mechanisms of the Corporation, is reflective of the responsibility, commitment and risk accompanying Board membership and the performance of the duties required of Participants.

1.2 Definitions

As used in the Plan, the following terms have the following meanings:

“ Accelerated Entitlement Date ” has the meaning ascribed thereto in Section 2.6(3);

“ Account ” means the account maintained by the Corporation in its books for each Participant to record the DSUs credited to such Participant under the Plan;

“ Annual Cash Remuneration ” means all amounts ordinarily payable in cash to the Participant by the Corporation in respect of the services provided by the Participant to the Corporation in connection with such Participant’s service on the Board in a fiscal year, including, without limitation: (i) the cash retainer, (ii) the fee for serving as a member of a Board committee; (iii) the fee for chairing a Board committee; and (iv) meeting and per diem fees, which amounts are payable as determined by the Board;

“ Applicable Law ” means any applicable provision of law, domestic or foreign, including, without limitation, applicable securities legislation, together with all regulations, rules, policy statements, rulings, notices, orders or other instruments promulgated thereunder and Stock Exchange Rules;

“ Beneficiary ” means an individual who, on the date of a Participant’s death, has been designated in accordance with Section 4.7 and the laws applying to the Plan or, where no such individual has been validly designated by the Participant or where the designated individual does not survive the Participant, the Participant’s personal representative;

“ Board ” means the board of directors of the Corporation, as constituted from time to time;

“ Change of Control ” includes:

(A) the acquisition whether directly or indirectly, by a person or company, or any persons or companies acting jointly or in concert (as determined in accordance with the Securities Act and the rules and regulations thereunder) of voting securities of the Corporation which, together with any other voting securities of the Corporation held by such person or company or persons or companies, constitute, in the aggregate, more than 50% of all outstanding voting securities of the Corporation;
(B) an amalgamation, arrangement or other form of business combination of the Corporation with another company which results in the holders of voting securities of that other company holding, in the aggregate, 50% or more of all outstanding voting securities of the Corporation (including a merged or successor company) resulting from the business combination;
(C) the sale, lease or exchange of all or substantially all of the property of the Corporation to another person, other than in the ordinary course of business of the Corporation or to a related entity; or
(D) any other transaction that is deemed to be a “Change of Control” for the purposes of this Plan by the Board in its sole discretion.

“ Code ” means the U.S. Internal Revenue Code of 1986, as amended, and any applicable United States Treasury Regulations and other binding regulatory guidance thereunder;

“ Conversion Date ” means the date used to determine the Fair Market Value of a Deferred Share Unit for purposes of determining the number of Deferred Share Units to be credited to a Participant under Section 2.3 and, in any event, shall not be earlier than the first business day of the year in respect of which the Deferred Share Units are being provided;

“ Corporation ” means Ero Copper Corp. and includes any successor corporation thereof, and any reference in this Plan to action by the Corporation means action by or under the authority of the Board;

“ Deferred Share Unit ” or “ DSU ” means a unit credited by the Corporation to a Participant by way of a bookkeeping entry in the books of the Corporation, as determined by the Board, pursuant to this Plan, the value of which at any particular date shall be the Fair Market Value at that date;

“ Director ” means a member of the Board;

“ DSU Award Agreement ” means the agreement setting out the terms of any DSU award in the form of Schedule B hereto, or such other form as may be prescribed by the Board from time to time;

“ Effective Date ” has the meaning ascribed thereto in Section 1.3;

“ Elected Percentage ” has the meaning ascribed thereto in Schedule A;

“ Election Notice ” means the written election under Section 2.2 to receive Deferred Share Units, in the form of Schedule A hereto, or such other form as may be prescribed by the Board from time to time;

“ Entitlement Date ” has the meaning ascribed thereto in Section 3.1;

“ Fair Market Value ” means, with respect to any particular date, the volume weighted average trading price of the Shares on the Stock Exchange for the five trading days immediately preceding the relevant date (or on any such other stock exchange, interdealer quotation network or other organized trading facility on which the Shares trade or are quoted from time to time). If the Shares are suspended from trading or have not traded on the Stock Exchange or another stock exchange, inter-dealer quotation network or other organized trading facility for an extended period, the Fair Market Value will be the fair market value of the shares as determined by the Board in its sole discretion acting in good faith;

“ Participant ” means any Director who is not an employee (determined without regard to the Income Tax Act (Canada)), including any non-executive Chair of the Board;

“ Plan ” means this Ero Copper Corp. Deferred Share Unit Plan, as amended from time to time;

“ Quarter ” means a fiscal quarter of the Corporation, which, until changed by the Corporation, shall be the three-month period ending March 31, June 30, September 30 and December 31 in any year, and “ Quarterly ” means each “Quarter”;

“ Securities Act ” means the Securities Act (British Columbia), RSBC 1996, c.418, as from time to time amended;

“ Share ” means a common share of the Corporation and such other share as may be substituted for it as a result of amendments to the notice of articles of the Corporation, arrangement, reorganization or otherwise, including any rights that form a part of the common share or substituted share;

" Stock Exchange " means The Toronto Stock Exchange and such other stock exchange on which the Shares are listed, or if the Shares are not listed on any stock exchange, then on the over-the-counter market;

" Stock Exchange Rules " means the applicable rules of any stock exchange upon which shares of the Corporation are listed;

“ Termination Date ” means the date of a Participant’s death, or retirement from, or loss of directorship with the Corporation, within the meaning of paragraph 6801(d) of the regulations under the Income Tax Act (Canada), including, (i) the voluntary resignation or retirement of a Participant from the Board; or (ii) the removal of such Participant from the Board whether by shareholder resolution or failure to achieve re-election; provided that, solely with respect to a Participant who is a US Taxpayer, such retirement or loss of office is also a “separation from service” within the meaning of Section 409A of the Code such that it is reasonably anticipated that no further services will be performed;

“ Trading Day ” means any date on which the Stock Exchange is open for the trading of Shares and on which Shares are actually traded; and

“ US Taxpayer ” refers to a Participant who, at any time during the period from the date Deferred Share Units are granted to the Participant to the date such Deferred Share Units

are settled, is subject to income taxation in the United States on the income received for his or her services as a Director and who is not otherwise exempt from U.S. income taxation under the relevant provisions of the Code, or the Canada-U.S. Income Tax Convention , as amended from time to time.

1.3 Effective Date

The Plan shall be effective as of December 12, 2019 (the “ Effective Date ”).

1.4 Eligibility

If a Participant should become an officer (other than non-executive Chairman) or employee of the Corporation while remaining as a Director, his or her eligibility for the Plan shall be suspended effective the date of the commencement of his or her employment and shall resume upon termination of such employment, provided he or she continues as a Director of the Corporation. During the period of such ineligibility, such individual shall not be entitled to receive or be credited with any Deferred Share Units under the Plan, other than dividend equivalent allocations under Section 2.4.

1.5 Construction

In this Plan, all references to the masculine include the feminine; references to the singular shall include the plural and vice versa, as the context shall require. If any provision of the Plan or part hereof is determined to be void or unenforceable in whole or in part, such determination shall not affect the validity or enforcement of any other provision or part thereof. Headings wherever used herein are for reference purposes only and do not limit or extend the meaning of the provisions contained herein. References to “Section” or “Sections” mean a section or sections contained in the Plan, unless expressly stated otherwise. All amounts referred to in this Plan are stated in Canadian dollars unless otherwise indicated.

1.6 Administration

(1) The Board may, in its discretion, delegate such of its powers, rights and duties under the Plan, in whole or in part, to a committee of the Board or any one or more directors, officers or employees of the Corporation as it may determine from time to time, on terms and conditions as it may determine, except the Board shall not, and shall not be permitted to, delegate any such powers, rights or duties to the extent such delegation is not consistent with Applicable Law. The Board may also appoint or engage a trustee, custodian or administrator to administer or implement the Plan or any aspect of it, except that the Board shall not, and shall not be permitted to, appoint or engage such a trustee, custodian or administrator to the extent such appointment or engagement is not consistent with Applicable Law.

(2) Subject to the foregoing, the Board shall, in its sole and absolute discretion: (i) interpret and administer the Plan; (ii) establish, amend and rescind any rules and regulations relating to the Plan; and (iii) make any other determinations that the Board deems necessary or desirable for the administration of the Plan. The Board may correct any defect or rectify any omission or reconcile any inconsistency in the Plan in the manner and to the extent the Board deems, in its sole and absolute discretion, necessary or desirable. Any decision of the Board or any delegate of the Board with respect to the administration and interpretation of the Plan shall be conclusive and binding on the Participant and any other person claiming an entitlement or

benefit through the Participant. All expenses of administration of the Plan shall be borne by the Corporation as determined by the Board.

1.7 Governing Law

The Plan shall be governed by and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable in that province. Any actions, proceedings or claims in any way pertaining to the Plan shall be commenced in the courts of the Province of British Columbia. ARTICLE 2 ELECTION UNDER THE PLAN

2.1 Payment of Annual Cash Remuneration

(1) Subject to Section 2.2 and such rules, regulations, approvals and conditions as the Board may impose, a Participant may elect to receive his or her Annual Cash Remuneration in the form of Deferred Share Units, cash or any combination thereof.

2.2 Election Process

(1) A person who is a Participant during 2019 may elect a form or forms of payment of Annual Cash Remuneration payable for services for one or more chosen period(s) by completing and delivering to the secretary of the Corporation an initial Election Notice by no later than 30 days after the effective date of the Plan, which shall apply to the Participant’s Annual Cash Remuneration payable for services provided after the effective date of such election.

(2) An individual who becomes a Participant during any year after 2019 may elect the form or forms of payment of Annual Cash Remuneration earned in Quarters that commence after the date the election is made by completing and delivering to the secretary of the Corporation an Election Notice within 30 days after the individual becomes a Participant.

(3) A Participant who has previously made an election under this Section 2.2, or who has never made an election under the Plan may elect (or change) the form or forms of payment of Annual Cash Remuneration for a subsequent calendar year by completing and delivering to the secretary of the Corporation a new Election Notice prior to January 1 of such year.

(4) The Board may prescribe election forms for use by Participants who are residents of a jurisdiction other than Canada that differ from the election forms it prescribes for use by Canadian resident Participants where the Board determines it is necessary or desirable to do so to obtain comparable treatment for the Plan, the Participants or the Corporation under the laws or regulatory policies of such other jurisdiction as is provided under the laws and regulatory policies of Canada and its Provinces, provided that no election form prescribed for use by a nonresident of Canada shall contain terms that would cause the Plan to cease to meet the requirements of paragraph 6801(d) of the regulations under the Income Tax Act (Canada) and any successor to such provisions.

(5) For greater certainty, if the Corporation establishes a policy for members of the Board with respect to the acquisition and / or holding of DSUs, each Director shall ensure that any election he or she makes under this Section 2.2 complies with any such applicable policy.

2.3 Deferred Share Units

(1) Deferred Share Units elected by a Participant pursuant to Section 2.2 shall, be credited to the Participant’s Account as of the applicable Conversion Date. The number of Deferred Share Units (including fractional Deferred Share Units) to be credited to a Participant’s Account as of a particular Conversion Date pursuant to this Section 2.3(1) shall be determined by dividing the portion of that Participant’s Annual Cash Remuneration for the applicable period to be satisfied by Deferred Share Units by the Fair Market Value on the particular Conversion Date, which, unless otherwise determined by the Board, shall be the last day of the Quarter in which such portion of the Participant’s Annual Cash Remuneration was earned.

(2) In addition to Deferred Share Units granted pursuant to Section 2.3(1), the Board may award such number of Deferred Share Units to a Participant as the Board deems advisable to provide the Participant with appropriate equity-based compensation for the services he or she renders to the Corporation. Subject to Applicable Law, the Board shall determine the date on which such Deferred Share Units may be granted and the date as of which such Deferred Share Units shall be credited to a Participant’s Deferred Share Unit Account, together with any terms or conditions with respect to the vesting of such Deferred Share Units. The Corporation and a Participant who receives an award of Deferred Share Units pursuant to this Section 2.3(2) shall enter into a DSU Award Agreement to evidence the award and the terms, including terms with respect to vesting, applicable thereto.

(3) Deferred Share Units credited to a Participant’s Account under Section 2.3(1), together with any additional Deferred Share Units granted in respect thereof under Section 2.4, will be fully vested upon being credited to a Participant’s Account and the Participant’s entitlement to payment of such Deferred Share Units at his or her Termination Date shall not thereafter be subject to satisfaction of any requirements as to any minimum period of membership on the Board.

(4) Deferred Share Units credited to a Participant’s Account under Section 2.3(2), together with any additional Deferred Share Units granted in respect thereof under Section 2.4, will vest in accordance with such terms and conditions as may be determined by the Board and set out in the DSU Award Agreement.

(5) Deferred Share Units may only be settled in cash.

2.4 Dividends

On any payment date for dividends paid on Shares, a Participant shall be credited with dividend equivalents in respect of Deferred Share Units credited to the Participant’s Account as of the record date for payment of dividends. Such dividend equivalents shall be converted into additional Deferred Share Units (including fractional Deferred Share Units) based on the Fair Market Value of a Share on the date on which the dividends on the Shares are paid.

2.5 Eligible Participant’s Account

A Participant’s Account shall record at all times the number of Deferred Share Units standing to the credit of the Participant. Upon payment in satisfaction of Deferred Share Units credited to a Participant in the manner described herein, such Deferred Share Units shall be cancelled. A written confirmation of the balance in each Participant’s Account shall be provided by the Corporation to the Participant at least annually.

2.6 Adjustments, Reorganizations and Change of Control

(1) Notwithstanding any other provision of the Plan, in the event of any change in the Shares by reason of any stock dividend, split, recapitalization, reclassification, amalgamation, arrangement, merger, consolidation, combination or exchange of Shares or distribution of rights to holders of Shares or any other form of corporate reorganization whatsoever, an equitable adjustment shall be made to any Deferred Share Units then outstanding. Such adjustment shall be made by the Board, subject to Applicable Law, shall be conclusive and binding for all purposes of the Plan.

(2) Any unvested Deferred Share Units will immediately and automatically vest upon the date a Change of Control becomes effective.

(3) In the event that a Participant’s Termination Date is concurrent with, or within twelve (12) months following, a Change of Control (each an “ Accelerated Entitlement Date ”) the Participant or his or her Beneficiary, as the case may be, shall on the Accelerated Entitlement Date receive a payment in cash of an aggregate amount equal to the greater of (a) the amount payable pursuant to Section 3.3 and (b) the product of (i) the price attributed to the Shares in connection with the transaction resulting in the Change of Control (or the fair market value of a Share at the time of such transaction as determined by the Board in good faith if no Share price was in fact established for purposes of such transaction) multiplied by (ii) the number of Deferred Share Units being settled as of Accelerated Entitlement Date. Where an amount in respect of a Participant’s Deferred Share Units is paid on the Accelerated Entitlement Date pursuant to this Section 2.6(3), no amount shall be payable pursuant to Section 3.3 and the Entitlement Date of such Participant shall, notwithstanding Section 3.1, be deemed to be the Accelerated Entitlement Date.

2.7 Applicable Trading Policies and Reporting Requirements

3.1 Settlement of Deferred Share Units – Non-US Taxpayers

Subject to Sections 3.4 and 3.5, a Participant who is not a US Taxpayer may elect up to two separate dates as of which either a portion (specified in whole percentages or number of Deferred Share Units on any one date) or all of the Deferred Share Units credited to the Participant’s Account shall be settled (each such date, an “ Entitlement Date ”) by filing one or two irrevocable written settlement elections with the secretary of the Corporation prior to the Entitlement Date specified in the settlement election. No Entitlement Date elected by a Participant pursuant to this Section 3.1 shall be before the date that is three months after the Participant’s Termination Date, or later than December 15 of the calendar year following the year in which the Participant’s Termination Date occurs. Where a Participant to whom this Section 3.1 applies does not elect a particular date or dates within the permissible period set out above as his or her Entitlement Date or Entitlement Dates, as the case may be, there shall be a single Entitlement

Date for such Participant which, subject to Section 3.4, shall be December 15 of the year following the year in which the Participant’s Termination Date occurs.

3.2 Settlement of Deferred Share Units – US Taxpayer

Notwithstanding anything contrary in the Plan, the Entitlement Date of a US Taxpayer shall be his or her Termination Date and all Deferred Share Units credited to such US Taxpayer’s Account on such Entitlement Date shall be settled in accordance with Section 3.3. Solely to the extent required by Section 409A, any payment in respect of Deferred Share Units which is subject to Section 409A and which has become payable to any US Taxpayer who is determined to be a Specified Employee (as defined in Section 409A(a)(2)(B)(i) of the Code) shall not be paid before the date which is six months after such US Taxpayer’s Termination Date (or, if earlier, the date of death of such US Taxpayer). Following any applicable six month delay of payment, all such delayed payments shall be made to the US Taxpayer in a lump sum on the earliest possible payment date.

3.3 Settlement of Deferred Share Units

Subject to Section 4.12, a Participant, or the Beneficiary of a Participant, as the case may be, whose Deferred Share Units are settled hereunder as of an Entitlement Date shall be entitled to receive from the Corporation, as a single settlement and not in installments, a cash payment, subject to the DSU Award Agreement applicable to such Deferred Share Units, if any. Settlement of Deferred Share Units in cash shall be made by way of the lump sum payment of an amount equal to the Fair Market Value of a Share on the relevant Entitlement Date multiplied by the number of Deferred Share Units being settled in cash as of such Entitlement Date.

3.4 Extended Entitlement Date

In the event that the Board is unable, by a Participant’s Entitlement Date (or Accelerated Entitlement Date, if applicable), to compute the final value of the Deferred Share Units recorded in such Participant’s Account by reason of the fact that any data required in order to compute the Fair Market Value of a Share has not been made available to the Board and such delay is not caused by the Participant, then the Entitlement Date (or Accelerated Entitlement Date, if applicable) shall be the next following Trading Day on which such data is made available to the Board.

3.5 Limitation on Extension of Entitlement Date

Notwithstanding any other provision of the Plan, any payments hereunder to, or in respect of, a Participant who is not a US Taxpayer shall be paid on or before December 31 of the calendar year commencing immediately after the Participant’s Termination Date. For greater certainty, except as provided in Section 3.4, payments hereunder to or in respect of a US Taxpayer shall be paid within the time and form determined in accordance with Section 3.2 and Section 3.3, as applicable.

3.6 Death of Eligible Participant

Notwithstanding Section 3.1 or 3.2, as applicable, in the event of a Participant’s death, amounts shall become payable in respect of any and all Deferred Share Units then credited to the Participant’s Account in accordance with Sections 3.3, 3.4 and 3.5 as soon as reasonably practicable after the Participant’s date of death and such date of death shall be deemed to be the

sole Entitlement Date with respect to the Participant; provided that, solely with respect to a deceased US Taxpayer, in no event shall any payment be made later than the 15[th] day of the third month following the Participant’s date of death.

ARTICLE 4 GENERAL

4.1 Unfunded Plan

Unless otherwise determined by the Board, the Plan shall be unfunded. To the extent any individual holds any rights by virtue of an election under the Plan, such rights (unless otherwise determined by the Board) shall be no greater than the rights of an unsecured general creditor of the Corporation.

4.2 Successors and Assigns

The Plan shall be binding on all successors and permitted assigns of the Corporation and a Participant, including without limitation, the estate of such Participant and the legal representative of such estate, or any receiver or trustee in bankruptcy or representative of the Corporation’s or the Participant’s creditors.

4.3 Plan Amendment, Suspension & Termination

(1) The Board may without shareholder approval amend, suspend or terminate the Plan or Deferred Share Units granted hereunder as it deems necessary or appropriate, provided that: (a) any approvals required under Applicable Law are obtained; and

(b) no such amendment, suspension or termination shall, without the consent of the Participant or unless required by Applicable Law, adversely affect the rights of a Participant with respect to any amount in respect of which a Participant has then elected to receive Deferred Share Units or Deferred Share Units which the Participant has then been granted under the Plan.

(2) If this Plan is suspended or terminated, the provisions of this Plan and any administrative guidelines and other rules and regulations adopted by the Board and in force on the date of suspension or termination will continue in effect as long as any Deferred Share Unit or any rights pursuant thereto remain outstanding and, notwithstanding the suspension or termination of this Plan, the Board will remain able to make such amendments to this Plan or the previously credited Deferred Share Unit as would have been entitled to make if this Plan was still in effect.

4.4 Plan Amendment – Tax Matters

Notwithstanding Section 4.3, any amendment or termination of the Plan shall be such that the Plan continuously meets the requirements of paragraph 6801(d) of the regulations under the Income Tax Act (Canada) or any successor to such provision and the requirements of Section 409A of the Code, as may apply to Participants who are US Taxpayers. For avoidance of doubt, and notwithstanding Section 4.3, if any provision of the Plan contravenes any regulations or U.S. Treasury guidance promulgated under Section 409A of the Code or would cause the Deferred

Share Units to be subject to the interest and penalties under Section 409A of the Code, such provision of the Plan shall, to the extent that it applies to US Taxpayers, be modified, without the consent of any Participant, to maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the provisions of Section 409A of the Code.

4.5 Applicable Trading Policies and Reporting Requirements

The Board and each Participant will ensure that all actions taken and decisions made by the Board or a Participant, as the case may be, pursuant to the Plan, comply with applicable securities laws and regulations and policies of the Corporation relating to insider trading and “black out” periods. All Deferred Share Units shall be considered a “security” of the Corporation solely for reporting purposes under the insider trading policy of the Corporation.

4.6 Currency

All payments and benefits under the Plan shall be determined and paid in the lawful currency of Canada.

4.7 Designation of Beneficiary

Subject to the requirements of Applicable Law, a Participant may designate in writing a person who is a dependent or relation of the Participant as a beneficiary to receive any benefits that are payable under the Plan upon the death of such Participant. The Participant may, subject to Applicable Law, change such designation from time to time. Such designation or change shall be in the form of Schedule C. The initial designation of each Participant shall be executed and filed with the secretary of the Corporation within sixty (60) days following the Effective Date of the Plan. Changes to such designation may be filed from time to time thereafter.

4.8 Rights of Participants

(1) Except as specifically set out in the Plan, no Participant, or any other person shall have any claim or right to any benefit in respect of Deferred Share Units granted or amounts payable pursuant to the Plan.

(2) Rights of Participants respecting Deferred Share Units and other benefits under the Plan shall not be transferable or assignable other than by will or the laws of descent and distribution.

(3) The Plan shall not be construed as granting a Participant a right to be retained as a member of the Board or a claim or right to any future grants of Deferred Share Units, future amounts payable or other benefits under the Plan.

(4) Under no circumstances shall Deferred Share Units be considered Shares nor shall they entitle any Participant or other person to exercise voting rights or any other rights attaching to the ownership of Shares.

4.9 Compliance with Law

Any obligation of the Corporation pursuant to the terms of the Plan is subject to compliance with Applicable Law. The Participants shall comply with Applicable Law and furnish the

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Corporation with any and all information and undertakings as may be required to ensure compliance therewith.

4.10 Administration Costs

The Corporation will be responsible for all costs relating to the administration of the Plan.

4.11 Limited Liability

No member of the Board, any committee of the Board or any officer or employee of the Corporation or any subsidiary, partnership or trust of the Corporation or other controlled entity (each, an “ Ero Entity ”) shall be liable for any action or determination made in good faith pursuant to the Plan, any Election Notice or DSU Award Agreement under the Plan. To the fullest extent permitted by law, the Corporation shall indemnify and save harmless each person made, or threatened to be made, a party to any action or proceeding in respect of the Plan by reason of the fact that such person is or was a member of the Board or a committee of the Board or is or was an officer or employee of the Corporation or an Ero Entity.

4.12 Withholding

The Corporation may withhold from any amount payable to a Participant, either under the Plan or otherwise, such amount as may be necessary to enable the Corporation to comply with the applicable requirements of any federal or provincial tax law or authority relating to the withholding of tax or any other required deductions with respect to Deferred Share Units. The Corporation may also satisfy any liability for any such withholding obligations, on such terms and conditions as the Corporation may determine in its discretion, by (a) retaining any amount payable, which would otherwise be provided or paid to the Participant hereunder or (b) requiring a Participant, as a condition to the settlement of any Deferred Share Units, to make such arrangements as the Corporation may require so that the Corporation can satisfy such withholding obligations, including, without limitation, requiring the Participant to remit to the Corporation in advance, or reimburse the Corporation for, any such withholding obligations.

4.13 Section 409A

(1) It is intended that the provisions of this Plan and all awards of DSUs hereunder shall comply with or be exempt from Section 409A, and all provisions of this Plan shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Notwithstanding anything in the Plan to the contrary, the following will apply with respect to the rights and benefits of US Taxpayers under the Plan:

(a) except as permitted under Section 409A, any deferred compensation (within the meaning of Section 409A) payable to or for the benefit of a US Taxpayer may not be reduced by, or offset against, any amount owing by the US Taxpayer to the Corporation or any of its affiliates;
(b) if a US Taxpayer becomes entitled to receive payment in respect of any Deferred Share Units as a result of his or her “separation from service” (within the meaning of Section 409A), and the US Taxpayer is a “specified employee” (within the meaning of Section 409A) at the time of his or her separation from service, and the Board makes a good faith determination that (i) all or a portion of the Deferred Share Units constitute “deferred compensation” (within the meaning of Section
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409A) and (ii) any such deferred compensation that would otherwise be payable during the six-month period following such separation from service is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then payment of such “deferred compensation” shall not be made to the US Taxpayer before the date which is six months after the date of his or her separation from service (and shall be paid in a single lump sum on the first day of the seventh month following the date of such separation from service) or, if earlier, the US Taxpayer’s date of death;

(c) a US Taxpayer’s status as a specified employee shall be determined by the Corporation as required by Section 409A on a basis consistent with the regulations under Section 409A and such basis for determination will be consistently applied to all plans, programs, contracts, agreements, etc. maintained by the Corporation that are subject to Section 409A;
(d) each US Taxpayer, any beneficiary or the US Taxpayer’s estate, as the case may be, is solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on or for the account of such US Taxpayer in connection with this Plan (including any taxes and penalties under Section 409A), and neither the Corporation nor any affiliate shall have any obligation to indemnify or otherwise hold such US Taxpayer or beneficiary or the US Taxpayer’s estate harmless from any or all of such taxes or penalties;
(e) notwithstanding Section 3.2 of the Plan, the Entitlement Date for any DSUs shall be accelerated to the date of a corporate transaction, provided that such acceleration will occur only if such transaction shall constitute a “change in ownership”, a “change in effective control” or a “change in the ownership of a substantial portion of the assets of the Corporation” as defined under Section 409A and applicable regulations (a “ 409A Change in Control ”). If the corporate transaction is not a 409A Change in Control, unless otherwise permitted under Section 409A the Entitlement Date for the payment of Deferred Share Units will not be accelerated and the DSUs will be settled in accordance with Section 3.2 of the Plan;
(f) in the event that the Board determines that any amounts payable hereunder will be taxable to a Participant under Section 409A prior to payment to such Participant of such amount, the Corporation may (i) adopt such amendments to the Plan and Deferred Share Units and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Board determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by the Plan and Deferred Share Units hereunder and/or (ii) take such other actions as the Board determines necessary or appropriate to avoid or limit the imposition of an additional tax under Section 409A; and
(g) in the event the Corporation terminates the Plan in accordance with Section 4.3, the time and manner of payment of amounts that are subject to 409A will be made in accordance with the rules under 409A.
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Schedule A Ero Copper Corp. Deferred Share Unit Plan (the “Plan”)

ELECTION NOTICE

I. Election :

Subject to Part II of this Notice, for the period ___ to _____ , I hereby elect to receive the following percentage (the “ Elected Percentage ”) of my Annual Cash Remuneration by way of Deferred Share Units:

ash Remuneration by way of	Deferred Share Units:
	Percentage in DSUs	Percentage in Cash
Annual Cash Remuneration	_____%	_____%

II. Acknowledgement

I confirm and acknowledge that:

I have received and reviewed a copy of the terms of the Plan and agree to be bound by them.
I will not be able to cause the Corporation or any affiliate thereof to settle DSUs granted under the Plan until the date specified in the Plan following my Termination Date.
When DSUs credited to my Account pursuant to this election are settled in accordance with the terms of the Plan after my Termination Date, income tax and other withholdings as required will arise at that time. Upon settlement of the DSUs, the Corporation will make all appropriate withholdings as required by law at that time.
The value of DSUs is based on the value of the Shares and therefore is not guaranteed.
No funds will be set aside to guarantee the payment of DSUs. Future payment of DSUs will remain an unfunded and unsecured liability recorded on the books of the Corporation.
This election shall apply only to unearned future compensation and shall apply to all future years, unless revoked or modified in accordance with Section 2.2(3) of the Plan.
This election is irrevocable, except as provided in Section 2.2(3) of the Plan.
The foregoing is only a brief outline of certain key provisions of the Plan. In the event of any discrepancy between the terms of the Plan and the terms of this Election Notice, the terms of the Plan shall prevail. All capitalized expressions

A - 1

used herein shall have the same meaning as in the Plan unless otherwise defined above.

______ ____ Date

(Name of Eligible Participant)

____ (Signature of Eligible Participant)

22496372.1

Schedule B Deferred Share Unit Plan

(the “Plan”)

DSU AWARD AGREEMENT

I. Notice of Crediting of DSUs

This Agreement confirms the crediting by Ero Copper Corp. (the “ Corporation ”) to the Account of the director named below (the “ Participant ”) pursuant to Section 2.3(1) of the Plan of ___ [number] Deferred Share Units (“ DSUs ”) effective [●], 20_ (the “ Effective Date ”) on the terms set out in the Plan.

II. All DSUs referred to in Part I above, together with any additional DSUs credited to the Participant’s Account pursuant to Section 2.4 (Dividends) of the Plan in respect of such DSUs, shall at all times following their grant be fully vested in the Participant and not subject to forfeiture, unless otherwise set out below.

Vesting Conditions [insert vesting conditions, if any or state “N/A”]

III. Confirmation

For greater certainty, the above-noted DSUs have been credited to the Participant’s Account on the understanding that:

The Participant will not be able to cause the Corporation or any Affiliate thereof to settle DSUs granted under the Plan until the date specified in the Plan following his/her Termination Date.
When DSUs credited to the Participant’s Account pursuant to this Agreement are settled in accordance with the terms of the Plan after his/her Termination Date, income tax and other withholdings as required will arise at that time. Upon settlement of the DSUs, the Corporation will make all appropriate withholdings as required by law at that time.
The value of DSUs is based on the value of the Shares of the Corporation and therefore is not guaranteed.
No funds will be set aside to guarantee the payment of DSUs. Future payment of DSUs will remain an unfunded liability recorded on the books of the Corporation.
In the event of any discrepancy between the terms of the Plan and the terms of this Agreement, the terms of the Plan shall prevail. All capitalized expressions used herein shall have the same meaning as in the Plan unless otherwise specified above.

B - 1

Schedule C Ero Copper Corp. Deferred Share Unit Plan