DATED
April 2, 2025

(1) LITHIUM IONIC CORP.
(2) RTEK INTERNATIONAL DMCC

SERVICES AGREEMENT

DATED
April 2, 2025

PARTIES

(A) LITHIUM IONIC CORP., a company incorporated and existing under the laws of the Province of Ontario, Canada, with its common stock listed on the TSX Venture Exchange under the ticker symbol “LTH.V” and with its headquarters located at 36 Lombard Street, Floor 4, Toronto, ON, Canada, M5C 2X3 (“LTH”); and

(B) RTEK INTERNATIONAL DMCC, a private company incorporated and existing under the laws of the Dubai Multi Commodities Centre, UAE, with registered number DMCC196840 and registered address at Level 1, Tulip Business Developers, Jumeirah Golf Estates, Dubai, United Arab Emirates (“RTEK”),

WHEREAS:

(A) RTEK renders technical services in, amongst others, the lithium industry. These technical services are extensive and include promoting, growing, expanding, building and developing the business of companies in the lithium industry;

(B) LTH wishes to appoint RTEK to render technical services to LTH, on the terms and subject to the conditions hereof; and

NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants and undertakings contained herein, the Parties agree as follows:

1. INTERPRETATION

1.1 In this Agreement and in addition to the terms elsewhere defined in this Agreement, the following words and expressions shall have the following meanings unless the context otherwise requires:

“Applicable Law” means all applicable statutory laws of any applicable jurisdiction (including any legislation, statute, code, regulation, or subordinate legislation), and includes:

(a) any regulation, rule, order, ordinance, decree, proclamation, by-law or judgment made under that law;

(b) any applicable judgment, rule of common law or equity, or rule, guidance, interpretation, code and regulation of any applicable stock exchange or other regulatory bodies; and

(c) any statements of principle, rules, notices, guidelines, practice codes, license conditions or requirements of or issued by any relevant governmental agency, including such matters which the relevant party would customarily adhere to in the ordinary course of regulated business activities.

“Affiliate” means any entity that, directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with the entity in question. For the purpose of this definition, “Control” means the ability of one person to direct the affairs and/or to control the composition of a person through contract or otherwise, or ownership of more than 50% (fifty percent) of the issued share capital of a person or interest in a trust, and “Controlled” shall be interpreted accordingly.

"Affirmative FID" means an affirmative decision to proceed with the construction of the Project into commercial operation that may be made by the board of LTH. For the avoidance of doubt, the board of LTH has the sole discretion as to whether to proceed with the construction of the Project and shall not be obliged to make an Affirmative FID.

"Agent" means any director, officer, employee, agent, contractor and professional adviser (including, without limitation, financial advisers, legal advisers, surveyors, consultants, accountants and actuaries).

"Agreement" means this agreement and all appendices hereto.

"Authorization" means an authorization, consent, approval, resolution, license, governmental approval, exemption, filing, notarization or registration.

"Budget" means a quarterly budget document that sets out, among others, main activities to be performed during the applicable period and itemized breakdowns of all expenses and third-party fees, costs and expenses (including those with respect to the Subcontractor) that are expected to occur with respect to the provision of the Technical Services during the applicable period.

"Business Day" means a day other than a Saturday, Sunday or public holiday in Toronto, or Dubai, when banks are open for business in both jurisdictions jointly considered.

"CAPEX" means capital expenditures, and refers to the funds required to acquire, upgrade, or maintain physical assets such as property, buildings, equipment, or technology, and shall be compliant with its use according to Good Industry Practice (as defined herein).

"Discounted Market Price" has the meaning ascribed in Policy 1.1 of the TSX Venture Exchange Finance Manual, as amended.

"DMS Plant" means the dense media separation plant to produce spodumene concentrate.

"Existing Feasibility Study" means the feasibility study disclosed by LTH on May 29, 2024, outlining the expected production capacity, CAPEX and operational expenses of the Project.

"Financing Agreements" means the agreements with any Lenders in connection with the financing of the Project.

"Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, moral rights, trademarks, trade names and domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which may now or in the future subsist in any part of the world.

"Key Personnel" means RTEK's key personnel as identified in Appendix 4.

"Lenders" means, collectively, all of the persons, including any export credit agency and/or governmental financing agency, from time to time providing any form of financing or refinancing (or guarantees, insurance or reinsurance in support thereof) or any form of hedging to LTH or its Affiliates for the development and construction of the Project into commercial operation.

"LTH" means LTH and LTH's various Affiliates.

"LTH Contractor" means any consultant, contractor, services provider and/or supplier engaged by LTH or that LTH must engage in connection with the Project and/or the Technical Services.

"LTH EIP" means the restricted share unit and deferred share unit plan of LTH, as approved on July 26, 2024.

"LTH RSUs" means the LTH restricted share units issued pursuant to the LTH EIP.

"LTH Shares" means common shares of LTH duly issued by LTH's transfer agent and readily transferable to a person's broker.

"Parties" means LTH and RTEK, and "Party" means any of them as the context may indicate.

"Personnel" means (a) officers, employees, agents and Subcontractors of RTEK, and (b) officers, employees or agents of those Subcontractors, engaged to provide, directly or indirectly, any of the Technical Services.

"Production Facilities" means the facilities that will be required to produce spodumene concentrate from the Project, which shall include the crushing plant, the DMS Plant, and ancillary infrastructure.

"Project" means LTH's lithium project known as the Bandeira Project, located in the municipalities of Araçuaí and Itinga, State of Minas Gerais, Brazil.

"Project CAPEX – Baseline" means the baseline CAPEX for the Project disclosed in the Existing Feasibility Study exclusive of contingency.

"Project CAPEX – Implementation" means the implementation CAPEX for the Project reflected in the Updated Feasibility Study exclusive of contingency.

"Project Impediment" means an external reason impeding LTH to proceed with the Project implementation, which shall include, but not be limited to, lack of sufficient funding or required Authorizations, or a prohibition or impediment imposed by any authority on the implementation of the Project, in any case beyond the control and without the fault or negligence of LTH. For the sake of clarity, LTH's convenience is not implementing the Project shall not be deemed a Project Impediment.

"Project Implementation Start Date" means the start date of the Project implementation phase following the completion of the Updated Feasibility Study, which shall be considered the earlier of the following dates: (i) the signature of the first agreement or placing a purchase order for the effective implementation of the Project, such as earthworks, civil construction, road access, supply of equipment or goods (including long-lead items) following the Updated Feasibility Study, or (ii) the start of mobilization work or the actual works to implement of the Project, such as for earthworks, civil construction, or road access following the completion of the Updated Feasibility Study.

"Project Parameters Baseline" means the nominal plant capacity, average plant throughput, run-of-mine grade, spodumene production, or metallurgical recovery of the Project disclosed in the Existing Feasibility Study.

"Project Parameters Efficiencies" means any upgrade into the nominal plant capacity, average plant throughput, run-of-mine grade, spodumene production, or metallurgical recovery implemented into the Project and reflected in the Updated Feasibility Study in comparison to the parameters set out in the Existing Feasibility Study.

"Project Time Schedule – Implementation" means the definitive implementation time schedule for the Project to be included in the Updated Feasibility Study.

"Prolonged Project Impediment" means a Project Impediment that lasts for at least 6 (six)

consecutive months following the date of Affirmative FID, if obtained.

"Salinas Project" means LTH's lithium project known as the Salinas Project, located in the municipality of Salinas, State of Minas Gerais, Brazil.

"Signature Date" means the date of signature of this Agreement by the last of the Parties.

"Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same) and "Taxation" shall be construed accordingly.

"Technical Services" means the technical services to be rendered by RTEK to LTH in respect of the Project pursuant to this Agreement, as set out in Appendix 1.

"Trading Day" means a day on which the TSXV is open for trading.

"TSXV" means the TSX Venture Exchange.

"Updated Feasibility Study" means an updated NI 43-101 compliant feasibility study which replaces the Existing Feasibility Study, prepared in accordance with Good Industry Practice and in form and substance sufficient for enabling the board of LTH to make a final investment decision, which will include, among others:

(i) the design of the Production Facilities;
(ii) the proposed procedure for development, mining, processing and production;
(iii) the nominal plant capacity, average plant throughput, and metallurgical recovery of the plant, considering a run of mine at least equivalent to the one reflected in the Existing Feasibility Study;
(iv) the estimated recoverable reserves of mineral product and the estimated composition and content of those reserves, certified by a qualified person under Applicable Law that is employed by RTEK;
(v) the time schedule in which it is proposed the proposed operation will be brought to commercial operation;
(vi) the total costs, including CAPEX, and initial working capital or working capital requirements;
(vii) analysis of whether the proposed operation is commercially viable; and
(viii) a recommendation of whether or not the proposed operation should proceed,

provided that RTEK shall not be required to obtain any Authorizations and/or Permits required for the Project as part of the Updated Feasibility Study.

"VWAP" means the volume-weighted average price of LTH's common shares on the TSXV.

"Working DMS Plant" means the DMS Plant at the Project which said DMS Plant has been producing spodumene concentrate without interruptions for at least sixty (60) consecutive days in accordance with the nominal plant capacity average plant throughput, and recovery established in the Updated Feasibility Study plus a variation of up to 15% to the parameters set forth in the Updated Feasibility Study.

1.2 In this Agreement, unless the context otherwise requires:

(A) a reference to a person shall be construed so as to include any individual, firm, body corporate (wherever incorporated), government, state or agency of a state or any joint venture, association, partnership, limited partnership, limited liability partnership, works council or employee representative body (in each case whether or not having separate legal personality);

(B) references to any “Party” shall be construed so as to include its successors in title, permitted as signs and permitted transferees and any delegate of any such person;

(D) words in the singular shall include the plural and vice versa;

(E) a reference to one gender includes all genders;

(F) references to “US$” or “United States Dollars” are references to the lawful currency from time to time of the United States of America;

(G) except where expressly provided to the contrary, references to statutory provisions shall be construed as references to those provisions as respectively amended, consolidated, extended or re-enacted from time to time and shall include the corresponding provisions of any earlier legislation (whether repealed or not) and any orders, regulations, instruments or other subordinate legislation made from time to time under the statute concerned;

(H) a reference to “includes” or “including” will be construed as “includes without limitation” or “including without limitation” (as the case may be);

(I) general words shall not be given a restrictive meaning by reason of their being preceded or followed by words indicating a particular class or examples of acts, matters or things;

(J) without prejudice to any other provision of this Agreement, any successor-in-title, including any executor, heir, liquidator, business rescue practitioner, curator or trustee, of any party shall be bound by this Agreement as fully and effectually as if they had signed this Agreement in the first instance and reference to any party shall be deemed to include any successor-in-title;

(K) the expiration or termination of this Agreement shall not affect those provisions of this Agreement which expressly provide that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding the fact that the Clauses themselves do not expressly provide this;

(L) if a period of time is specified and dates from a given day or the day of an act or event, it will be calculated exclusive of that day; and

(M) references to “writing” or “written” include any modes of reproducing words in a legible and non-transitory form but do not include writing on the screen of a visual display unit or other similar device.

APPOINTMENT AND DURATION

2.1 Subject to the terms and conditions of this Agreement, LTH hereby appoints RTEK with effect

from the date of this Agreement (the "Commencement Date") to provide the Technical Services to LTH, which appointments RTEK hereby accepts.

2.2 RTEK’s appointment under this Agreement shall commence on the Commencement Date and, subject to the extension and termination provisions of this Agreement, shall endure until completion of the Technical Services (the “Term”).

3. TECHNICAL SERVICES

3.1 RTEK shall perform the Technical Services set out in Appendix 1. RTEK undertakes to comply with Applicable Laws, Good Industry Practice and LTH’s policies and guidelines as provided to RTEK in writing.

3.2 RTEK hereby expressly acknowledges and agrees that in performing the Technical Services, it will be acting as an independent contractor, and not as an employee or agent of LTH. Unless expressly agreed in writing, nothing in this Agreement shall be construed as establishing a joint venture or partnership between RTEK and LTH.

3.3 RTEK shall provide to LTH no later than 21 (twenty-one) days prior to the commencement of each quarter during the Term a draft Budget for LTH’s consideration and approval (provided that (i) the Parties acknowledge and agree that the first Budget has been approved and attached to this Agreement as Appendix 3, and (ii) the first revised Budget shall only be provided prior to the end of the second quarter of 2025).

(a) Each time a new Budget is agreed between the Parties in writing, the Appendix 3 shall be deemed replaced by the new Budget agreed without the need of entering into a written amendment to this Agreement.

(b) LTH acknowledges and agrees that RTEK is providing the Personnel foreseen in the Budget to provide the Technical Services, and has prepared the Budget, and shall revise the Budget from time to time, based on RTEK’s experience what is the proper Personnel to provide the Technical Services.

(c) Should LTH wishes to implement any changes to revised Budgets provided by RTEK, the Parties shall discuss in good faith any such changes to the Budget based on Project requirements, provided that any material change to the Budget that reasonably affects RTEK’s ability to provide the Technical Services at the standards agreed hereto shall not be permitted unless approved by RTEK, acting reasonably, or the Parties reach an agreement on changes to the Technical Services and/or the Consideration.

(d) Subject to Clauses 3.4 to 3.7, RTEK is hereby authorized to do all such acts as may be necessary for the provision of the Technical Services, provided that such acts fall within and does not exceed the cost limit for the applicable line item in the approved Budget.

3.4 RTEK shall appoint a person who shall act as the overall manager of the Technical Services and the implementation of the Project (the “Project Manager”, currently defined as James Kirkpatrick). The Project Manager shall be deemed a Key Personnel for all purposes of this Agreement.

3.5 For the purposes of Clause 3.3(d), it is expected that LTH implements, acting reasonably and subject to its internal approval procedures, a delegation matrix which (i) establishes and grants authority to a steering committee to supervise the Technical Services and work with RTEK on the preparation and review of the Updated Feasibility Study, as well as to follow up and approve matters related to the Project implementation, in particular to those matters exceeding the authority of the Project Manager (the “Steering Committee”), and (ii) grants authority to the

Project Manager to run the implementation of the Project and approve matters up to the limits set forth in the budget and within the parameters of the approved Updated Feasibility Study as well as in observance of LTH’s policies (in particular purchase policies), provided that any matter exceeding [REDACTED COMMERCIALLY SENSITIVE INFORMATION] shall also require the approval of the Steering Committee, even if foreseen in the approved budget. The Steering Committee will be appointed and comprised of members determined by LTH, in its sole discretion.

3.6 RTEK shall support and assist LTH’s procurement department on the bidding, technical evaluation process, supplier selection, logistics, and expediting of the LTH Contractors to be engaged in the Project implementation.

3.7 Notwithstanding any other provision of this Agreement, other than with the prior written consent of LTH, RTEK has no authority to:

(A) make any material alteration to the Technical Services; or
(B) enter into any contract, commitment or undertaking on behalf of LTH.

3.8 RTEK undertakes to co-operate with LTH’s team and/or any other person and/or consultancy company rendering services to LTH.

3.9 RTEK may engage a subcontractor or subconsultant for the provision of all or any part of the Technical Services (“Subcontractor”). If RTEK engages a Subcontractor, RTEK shall, by appropriate written agreement, require each Subcontractor, to the extent of the Technical Services to be performed by such Subcontractor, to be bound to RTEK by the terms of this Agreement, and to assume toward RTEK all the obligations and responsibilities which RTEK, by this Agreement, assumes toward LTH. Each agreement with a Subcontractor shall preserve and protect the rights of LTH under this Agreement with respect to the Technical Services to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights. For all purposes of this Agreement, a Subcontractor of RTEK shall be deemed as part of its Personnel.

3.10 LTH may direct RTEK in writing to vary the Technical Services, including by adding additional services and/or omitting or deleting any part of the Technical Services (“Variation”).

3.11 Before directing a Variation, LTH may request RTEK to provide a written estimate of the time, programming effects of the proposed Variation and cost, as well as any proposed milestones, milestone payments, fee caps, target prices, and the like as LTH may request.

3.12 If LTH requests RTEK to provide a written estimate under Clause 3.10, RTEK shall provide the written estimate within 10 Business Days at no additional cost to LTH.

3.13 Any Variation to the Technical Services shall be subject to RTEK’s written consent and shall be performed by RTEK in accordance with and subject to this Agreement. No Variation to the Technical Services shall invalidate this Agreement.

3.14 If RTEK fails or omits to perform any of the Technical Services in accordance with this Agreement or otherwise to the reasonable satisfaction of LTH in all respects, LTH shall have the right to, without prejudice to any other rights or remedies LTH may have hereunder or at law, require RTEK to perform or re-perform (as the case may be) such Technical Services at RTEK’s own expense.

NOT USED

5. OBLIGATIONS AND UNDERTAKINGS OF LTH

5.1 LTH shall:

(a) provide to RTEK with all information within its control and all assistance reasonably required for RTEK to perform the Technical Services;

(b) not obstruct RTEK’s work or require RTEK to act in a manner which is inconsistent with Applicable Law;

(d) engage on a timely manner the LTH Contractors required pursuant to this Agreement to allow the provision of the Technical Services that may depend on inputs, services, goods or supplies from such LTH Contractors; and

(e) pay all Consideration, if earned, pursuant to the terms of this Agreement.

6. OBLIGATIONS AND UNDERTAKINGS OF RTEK

6.1 RTEK agrees that all Technical Services shall be provided:

(a) in accordance with and at the degree of skill, care, diligence and prudence that would reasonably and ordinarily be expected from a skilled and experienced professional service provider applying the standards generally adopted by professional and skilled consultants involved in the provision of services of a type and scale similar to the Technical Services to be provided, having regard to conditions comparable to the Project (“Good Industry Practices”);

(b) in compliance with all Applicable Laws;

(c) in accordance with an agreed time schedule, if provided, efficiently, accurately and in a complete, appropriate and competent manner; and

(d) to ensure that the Project complies with all third-party agreements, and Authorizations.

6.2 RTEK shall be responsible for all Personnel engaged in the Technical Services, including obtaining any Authorizations required for such Personnel to perform the Technical Services, provided that LTH may be required to provide support and documentation for the obtaining of visas for the Personnel that might be required to perform Technical Services at the Project site.

6.3 RTEK anticipates that RTEK shall allocate its Personnel that will be fully dedicated to the Project in Brazil. The Personnel that will provide the Technical Services on a part-time basis may be based in other places, but shall, for the avoidance of doubt, travel to the Project or elsewhere as necessary to perform the Technical Services on as needed basis.

7. REPRESENTATIVES AND PERSONNEL

7.1 The Parties representatives are the persons identified in Clause 22.3 or any replacement notified to a Party by the other from time to time. A Party’s representative has full authority to act on such Party’s behalf in connection with this Agreement.

7.2 RTEK shall ensure that each of the Personnel (including the Key Personnel) devotes sufficient time and attention fulfilling their respective roles under or in connection with this Agreement. The Personnel (except for the Key Personnel, who is subject to Clause 7.3) may be replaced at

any time by RTEK by means of written notice to LTH.

7.3 RTEK shall ensure that the Key Personnel is not removed without LTH’s prior written consent (such consent not to be unreasonably withheld or delayed), except in the event of:

(A) death;
(B) permanent incapacity;
(C) an illness making the relevant person unavailable for work; or
(D) the relevant person leaving RTEK’s employment,

cases in which a Key Personnel can be removed without LTH’s prior consent.

7.4 LTH may at any time instruct RTEK to remove any person engaged in performing the Technical Services if, in LTH’s reasonable opinion, that person’s performance or conduct is unsatisfactory. RTEK shall remove any such person on the next Business Day following receipt of such instruction or within fifteen (15) Business Days if this person is a Key Personnel. The foregoing provisions of this Clause 7.4 shall not apply to any officers or directors of RTEK.

7.5 Any person appointed by RTEK to replace a Key Personnel removed under Clause 7.3 or Clause 7.4 shall be subject to the prior written approval of the LTH (such approval not to be unreasonably withheld or delayed).

8. FEES, EXPENSES AND PAYMENT

Fees and Expenses

8.1 In consideration for the provision of the Technical Services, RTEK shall be paid the fees set out in Appendix 2 and the Budget, as revised from time to time (the “Consideration”).

8.2 In addition to the Consideration, LTH shall reimburse RTEK for the cost of any travel, and visa obtaining expenses reasonably and properly incurred and documented in the performance of the Technical Services (“Expenses”). RTEK shall be responsible for the housing costs of its Personnel in Brazil.

8.3 RTEK is required to:

(A) obtain LTH’s written approval before incurring any Expense in excess of US$3,000 (three thousand United States Dollars), including any ancillary Expenses for travel; and
(B) keep accurate and complete records of all Expenses (including receipts) and furnish such records to LTH on request.

8.4 The Consideration are inclusive of all expenses, Taxes, charges, duties and other amounts (including any license fees), except for Expenses as contemplated in Clause 8.2. RTEK is assuming that no withholding Taxes in Canada shall levy on the remittance of the payments to RTEK. Should this change, the Parties shall agree on impacts on payments, if any, each acting reasonably.

8.5 Unless otherwise expressly provided under this Agreement:

(A) the Consideration cover all the risks and obligations which RTEK is assuming under this Agreement and all things necessary for the performance of the Technical Services and its other obligations under this Agreement; and

(B) RTEK shall not be entitled to an adjustment to the Consideration other than in accordance with this Agreement.

Payment Covenants

8.6 Within the first 5 (five) days of each month commencing from the Commencement Date and for the duration of this Agreement (but excluding any period during which RTEK fails or delays in performing the Technical Services due to a Force Majeure Event (“Exclusion Period”)), RTEK shall provide an invoice to LTH (the “Invoice”), which shall include:

(A) the Consideration applicable to relevant month of invoicing, which, for the avoidance of doubt, shall be prorated to a lesser amount reflecting applicable Exclusion Period, if any;

(B) an amount of Expenses occurred together with itemized breakdown and copies of receipts in reasonable details.

8.7 The amount under a duly issued Invoice shall be due and paid by LTH to RTEK into the bank account nominated by RTEK within 30 (thirty) days of receipt of the Invoice.

8.8 For the Consideration to be paid upon achievement of the Consideration Milestones set forth in Appendix 2, RTEK shall provide a notice to LTH on the achievement of a Consideration Milestone (“Milestone Notification”) and the payment of the corresponding Consideration shall be made within 30 (thirty) days of receipt of the respective Milestone Notification.

8.9 In relation to the portion of the Consideration to be paid in LTH Shares, as determined in Appendix 2, it is hereby agreed that:

(a) the approval and execution of this Agreement shall be deemed as the granting of the LTH RSUs under LTH EIP, and issuance and delivery shall be subject to RTEK meeting the vesting conditions set forth in Appendix 2;

(b) each tranche of LTH Shares related to a certain Consideration Milestone shall be deemed vested upon the achievement of the corresponding Consideration Milestone, as confirmed in writing by RTEK and LTH;

(c) once vested, the LTH RSUs shall be delivered to RTEK (or to a person or entity designated by RTEK) as unrestricted LTH Shares within 10 (ten) days of receipt of the respective Milestone Notification and calculation of the applicable VWAP; and

(d) once vested, the LTH Shares shall be issued and delivered to RTEK (or to a person or entity designated by RTEK) within 10 (ten) days of receipt of the respective Milestone Notification. The LTH Shares shall be subject to a statutory hold period of four months and a day. For the avoidance of doubt, RTEK shall be entitled to assign the right to receive LTH Shares under this Agreement to any of its Personnel subject to TSXV approval.

9. TAXES

Except to the extent expressly provided otherwise in this Agreement, RTEK shall pay, when due, all Taxes, duties, fees or charges or whatever nature required under any Applicable Law in connection with the payment it receives under this Agreement.

10. REPRESENTATIONS AND WARRANTIES

10.1 RTEK represents and warrants to LTH that:

(A) it has the power to execute, deliver and perform its obligations under this Agreement, and all necessary action has been taken to authorize the execution, delivery and performance of this Agreement (and of any security provided);

(B) all Authorizations required or desirable to enable RTEK to lawfully enter into, exercise its rights and comply with its obligations under this Agreement; and to make this Agreement admissible in evidence in its jurisdiction of incorporation, have been obtained or effected and are in full force and effect;

(D) it has the power to carry on its business as it is being conducted;

(E) no litigation, arbitration or administrative proceeding is taking place pending or, to RTEK’s knowledge, threatened against it or any part of its undertakings, assets or revenues which could have a material adverse effect on its businesses, assets or financial conditions or on its ability to perform fully its obligations under this Agreement;

(F) it has the required professional skills, expertise, experience, ability, personnel and technical resources for the provision of the Technical Services on the terms set out in this Agreement.

CONFIDENTIALITY, DATA PROTECTION

11.1 RTEK acknowledges that in performing the Technical Services it may come into possession of confidential information relating to LTH, its projects and customers and information which is or is designed to be used in its business, which is private or confidential in that it is not generally known or available to the public (“Confidential Information”). The Parties agree that for the purposes of this Clause 11, “Confidential Information” shall not include any information that (a) is already known to RTEK and is not subject to a duty of confidentiality as at the date of disclosure under this Agreement; (b) is already in the public domain or becomes available to the public other than through an act or omission of RTEK in breach of this Agreement; or (c) is independently prepared by RTEK without the use of Confidential Information.

11.2 RTEK shall not, and shall ensure that its Personnel do not, without the prior written consent of LTH, disclose to anyone else, or use, copy, supply or reproduce any of, the Confidential Information either during the Term and for a period of 24 (twenty-four) months after its expiry or termination for any reason whatsoever, other than is necessary to perform the Technical Services or as may be required by Applicable Law. To this end, RTEK will be entitled to disclose the Confidential Information to its employees, directors or permitted subcontractors to the extent necessary for the performance of the Technical Services, provided such persons are subject to confidentiality undertakings which are no less stringent than those applicable to RTEK under this Agreement.

11.3 If RTEK is uncertain about whether any information is to be treated as confidential, then RTEK is obliged to treat it as Confidential Information until LTH advises in writing that the information is not Confidential Information.

11.4 RTEK shall return or destroy all Confidential Information on expiry or termination of this Agreement upon and in accordance with written request from LTH.

11.5 RTEK shall ensure that all of its Personnel and Subcontractors engaged by RTEK for

performance of the Technical Services comply with the requirements of this Clause 11 and RTEK shall be liable for any breach of this Clause 11 by its Personnel and Subcontractors.

11.6 RTEK may make copies of written or computer stored materials incorporating Confidential Information only if those copies are necessary for the purpose of performing the Technical Services and its other obligations under this Agreement and shall:

(A) return to LTH all Confidential Information (including any copies made by RTEK); and
(B) delete any Confidential Information stored by RTEK on a computer or electronic retrieval system so that it is incapable of retrieval,

within 30 (thirty) days after receiving a request from LTH to do so.

11.7 RTEK shall notify LTH immediately if it becomes aware of, or suspects, any disclosure, use or copying of Confidential Information that is not authorized by this Agreement or LTH and shall take all steps reasonably required by LTH to stop that unauthorized disclosure, use or copying.

12. CONFLICT

12.1 LTH acknowledges and accepts that RTEK and its Affiliates and associated persons or entities may have interests or duties which conflict with the interests of LTH and would otherwise conflict with the duties owed by RTEK to LTH. RTEK represents that such conflict of interests or duties will not affect its ability to provide the Technical Services as required under this Agreement. LTH also accepts that in acting for LTH, RTEK will not be required to disclose or make use of any information known to it which (i) belongs to or is confidential in respect of a conflicting business interest, (ii) belongs to or is confidential to any of RTEK's Affiliates and associated persons or entities, or (iii) belongs to or is confidential to RTEK and relates to some part of its business other than the provision of the Technical Services to LTH. Neither RTEK nor any of its Affiliates and associated persons or entities shall be liable to account to LTH for, or (to the extent permitted by Applicable Law) disclose to LTH, any charges or other remuneration made or received by it from third prties.

13. INTELLECTUAL PROPERTY

13.1 As part of the Technical Services, RTEK and its Subcontractors (if appointed) will produce data, drawings and reports and other documents and materials, whether in hard copy or in electronic format for the Project (the "Work Products").

13.2 All Intellectual Property Rights in the Work Products and any other item or document made available to RTEK by LTH for the purposes of providing the Technical Services, shall vest and shall remain the property of LTH and/or its Affiliates, as applicable, excluding any such Intellectual Property Rights that is owned by RTEK or a third party as at the Signature Date or that has been developed by RTEK for any purposes other than the Project (together the "RTEK Intellectual Property"), which shall remain RTEK's proprietary Intellectual Property. LTH acknowledges and agrees that RTEK develops Intellectual Property for different clients and projects and that not all Intellectual Property developed by RTEK is for the Project only.

13.3 RTEK hereby assigns or agrees to procure the assignment of (as appropriate) all Work Product to LTH.

13.4 RTEK further grants to LTH and its Affiliates a non-exclusive, non-transferable, non-assignable, royalty free license to use the RTEK Intellectual Property Rights used in the Technical Services in accordance with this Agreement, provided that LTH shall not be entitled to use RTEK Intellectual Property in any business or project other than the Project.

13.5 LTH also grants to RTEK, a non-exclusive, non-transferable, non-assignable, royalty free license to use the Intellectual Property Rights developed or owned by or otherwise licensed to LTH solely for the purpose of providing the Technical Services in accordance with this Agreement.

13.6 Each Party undertakes that it will not at any time, have any right, title or interest in the Intellectual Property Rights other than as stated in this Clause 13 and each Party further undertakes that it will not (or permit any third party to) use, reverse engineer, decompile, modify or tamper with any the Intellectual Property of the other Party.

13.7 RTEK will, within a reasonable time upon request from LTH following termination or expiry of this Agreement, deliver up to the LTH all Work Products, whether or not in final form.

13.8 RTEK:

(A) agrees to take appropriate care so that all Work Products produced by RTEK, and/or the use thereof, do not infringe the Intellectual Property Rights of any person; and

(B) indemnifies LTH, LTH’s Affiliates, successors, assigns and each of their respective shareholders, directors, officers, consultants, agents, representatives and employees against any claim, loss, damage and/or costs, if and to the extent that the Work Products and/or the use thereof infringes any Intellectual Property Rights anywhere in the world.

13.9 Where RTEK engages a Subcontractor under the terms of this Agreement, RTEK shall ensure that the terms of any such engagement allows for the transfer of ownership and the licensing of Intellectual Property Rights contemplated by this Clause 13.

FORCE MAJEURE

14.1 “Force Majeure” means, subject to the paragraph below, any event which is unforeseeable at the date of this Agreement, beyond the control and without the fault or negligence of LTH or RTEK, and which makes a Party’s performance of its obligations hereunder impossible or so impractical as reasonably to be considered impossible in the circumstances, and may include, by way of example, war, riots, civil disorder, earthquake, fire, explosion; storm, flood or other extreme adverse weather conditions, confiscation or any other action by government agencies.

14.2 Notwithstanding that a Force Majeure may otherwise exist, Force Majeure shall not include, and the party claiming Force Majeure (“Affected Party”) shall not be excused from performance of its obligations on the grounds of Force Majeure for:

(A) labor related incidents such as strikes or work stoppages (except for regional or national strikes in the jurisdictions in which the Technical Services are to be performed that directly affect the Technical Services);

(B) the late payment of money or inability of the Affected Party to pay its debts; and/or

(1) take into account at the time of the entering into of this Agreement; and/or

(2) avoid or overcome in the carrying out of its obligations hereunder.

14.3 Neither RTEK nor LTH shall be liable for any failure to perform or delay in performance if and to the extent it as the Affected Party is affected by a Force Majeure event, upon submitting acceptable evidence to the other party that such failure to perform or delay in performance of its obligations under this Agreement was due to such Force Majeure event.

14.4 The Affected Party shall:

(A) take all reasonable measures to remove such party’s inability to fulfil its obligations under this Agreement with minimal delay; and

(B) notify the other party of such Force Majeure event as soon as possible and in any event no later than 14 (fourteen) days following the occurrence of such Force Majeure event, providing evidence of the nature and cause of such event, and similarly give notice of the restoration of normal conditions as soon as possible thereafter.

14.5 Each party shall take all reasonable measures to minimize the consequences of any event of Force Majeure.

14.6 Provided the Affected Party complies with its obligations under Clause 14.4, any period within which the Affected Party was obliged to complete any action or task, shall be extended for a period equal to the delay caused as a result of a Force Majeure event, subject to Clause 14.5.

LIABILITY AND INDEMNITY

15.1 Nothing in this Agreement limits or excludes either Party’s liability:

(A) for death or personal injury caused by or arising out of its negligence;

(B) for fraud, fraudulent misrepresentation, criminal acts or the tort of deceit;

(D) to the extent that limitation or exclusion is not permitted by Applicable Law.

15.2 Neither Party shall be liable to the other in contract (including for damages for any deliberate repudiatory acts), tort (including negligence), for breach of statutory duty, or otherwise, for:

(A) any indirect or consequential loss or damage of any kind; or

(B) any loss of actual or anticipated business, revenue, profit or saving (in each case whether direct or indirect),

15.3 To the extent that it does not contravene the Applicable Law, RTEK shall indemnify, defend and hold harmless LTH, LTH’s Affiliates, successors, assigns and each of their respective shareholders, directors, officers, consultants, agents, representatives and employees (“LTH Indemnites”) from any claims, liability, damage, or expense arising out of RTEK’s or its Subcontractors’ performance or nonperformance of the Technical Services including, but not limited to, injury to or death of any person (including employees of LTH or its Subcontractor), damage to or destruction of property, payment of taxes, compliance with Applicable Law, payment of any compensation to RTEK’s employees, and reasonable attorneys’ fees and expenses, provided that RTEK shall not be liable to indemnify LTH Indemnites in respect of any such claims, liability, damage, or expense relating to injury or loss of life or damage to property that arise directly from LTH’s or its employees or Agents acts or omissions.

15.4 Without prejudice to Clause 15.1, RTEK’s overall liability shall be limited to 100% (one-hundred percent) of all Consideration effectively paid to RTEK.

PROJECT SUSPENSION AND TERMINATION

16.1 The Parties agree that the following shall be considered a suspension of the Project for the purposes of this Agreement (each a “Project Suspension”) and that [REDACTED

COMMERCIALLY SENSITIVE INFORMATION] shall not be considered a Project Suspension:

(a) LTH’s request to suspend the Technical Services, which shall be determined by means of a written notice to RTEK, or

(b) Once the Updated Feasibility Study is completed and LTH does not proceed with an Affirmative FID or, for whatever reason, LTH is not able to proceed with the implementation of the Project as foreseen in the Updated Feasibility Study within a reasonable time due to a Project Impediment, which case it shall be determined by a written notification of one Party to the other notifying about the occurrence of one of such events. For the sake of clarity, if the board of directors of LTH, when reviewing the Updated Feasibility Study to determine whether an Affirmative FID will be granted or not, acting reasonably, requests changes to the Updated Feasibility Study, RTEK shall implement such changes aiming at pursuing the Affirmative FID, and the time required to implement such changes shall not be deemed a Project Suspension.

16.2 If a Project Suspension occurs, as reasonably determined,

(a) LTH and RTEK shall meet within five (5) Business Days of the determination of a Project Suspension by LTH and discuss a mutually satisfying resolution, which shall define, among other things reasonably determined between the Parties, the expected length of the Project Suspension, eventual need of demobilization and remobilization of part or all RTEK’s Personnel or Subcontractors, potential risk of change in Personnel given demobilization, and impacts on costs and timeline,

(b) LTH shall bear the costs associated with the maintenance or, as the case may be, demobilization and potential termination, as applicable, of the agreements with the RTEK’s Personnel and Subcontractors, as well as further remobilization costs, as reasonably evidenced, provided that if demobilization is requested by LTH and RTEK is not able to terminate the agreements with its Personnel and Subcontractors engaged in the Technical Services and cannot allocate them in other projects, LTH shall bear the costs of such agreements (on a cost-basis) for 3 (three) months,

(c) RTEK shall be granted 60 (sixty) days for the remobilization of the Personnel or Subcontractors that were demobilized and resume the suspended Technical Services, and

(d) if the Project Suspension lasts more than 6 (six) consecutive months, RTEK shall be entitled to the payment of [REDACTED COMMERCIALLY SENSITIVE INFORMATION] within thirty (30) days of such date.

16.3 LTH may terminate this Agreement (i) for convenience in the event of a Prolonged Project Impediment on not less than 15 (fifteen) Business Days’ written notice to RTEK or (ii) for convenience at any time on not less than 3 (three) month’s written notice to RTEK.

16.4 Without prejudice to any other rights or remedies which the Parties may have, any Party may terminate this Agreement immediately on giving written notice to the other if:

(A) a Party fails to pay any amount due under this Agreement on the due date for payment and remains in default 15 (fifteen) Business Days after being notified in writing to make such payment; or

(B) any Party commits a breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 15 (fifteen) Business Days of that Party

being notified in writing of the breach.

16.5 [REDACTED COMMERCIALY SENSITIVE INFORMATION]

16.6 Termination of this Agreement shall not affect any rights, remedies, obligations or liabilities of any of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement. The provisions of this Clause 16 shall be binding on and apply mutatis mutandis to the successors-in-title, heirs and executors, trustees, curators, liquidators and administrators of the Parties.

17. CONSEQUENCES OF TERMINATION

17.1 On termination of this Agreement, LTH may require RTEK to:

(A) provide all necessary information to enable its personnel, or those of any third party nominated by LTH, to fully and effectively take over the relevant Technical Services and co-operate with LTH and such party to facilitate a smooth, efficient and effective take-over of the relevant Technical Services; and

(B) deliver all the Work Products which are capable of being delivered either in hard copy and/or in electronic format and return all property, keys or other property of any nature whatsoever furnished to RTEK by LTH.

in each case RTEK shall comply and shall not charge additional costs.

17.2 In the event that this Agreement is terminated by LTH for cause pursuant to Clause 16.4:

(a) LTH shall pay all Consideration due for the Technical Services rendered up to the date of effective termination of the Agreement (including the LTH RSUs and LTH Shares vested and due for the Technical Services rendered up to such date), and

(b) LTH shall not be required to pay any amounts due to RTEK for Technical Services properly rendered in fulfilment of the obligations under Clause 17.1.

17.3 In the event that this Agreement is terminated by LTH in accordance with Clause 16.3, item (i), following the occurrence of a Prolonged Project Impediment:

(b) LTH shall be required to pay any amounts due to RTEK for Technical Services properly rendered in fulfilment of the obligations under Clause 17.1,

(c) LTH shall pay a termination fee of [REDACTED COMMERCIALY SENSITIVE INFORMATION] to RTEK within thirty (30) days of the termination of this Agreement, provided that if the payment under Section 16.2(d) has been made by LTH to RTEK prior to termination, then the termination fee under this Section shall be reduced to [REDACTED COMMERCIALY SENSITIVE INFORMATION].

17.4 In the event that this Agreement is terminated by LTH in accordance with Clause 16.3, item (ii), for pure convenience, or by RTEK for cause pursuant to Clause 16.4:

(a) LTH shall pay all Consideration due for the Technical Services rendered up to the date of effective termination of the Agreement,

(b) LTH shall be required to pay any amounts due to RTEK for Technical Services properly rendered in fulfilment of the obligations under Clause 17.1,

(c) LTH shall pay a termination fee of [REDACTED COMMERCIALLY SENSITIVE INFORMATION] to RTEK within thirty (30) days of the termination of this Agreement, provided that if the payment under Section 16.2(d) has been made by LTH to RTEK prior to termination, then the termination fee under this Section shall be reduced to [REDACTED COMMERCIALLY SENSITIVE INFORMATION], and

(d) [REDACTED COMMERCIALLY SENSITIVE INFORMATION] of any unvested LTH Shares that RTEK is entitled to under this Agreement, other than those described in Section 2(c) of Appendix 2, shall immediately vest, and be delivered to RTEK prior to the effective termination of the Agreement.

17.5 In the event that this Agreement is terminated by LTH in accordance with Clause 16.5(a):

(b) LTH shall not be required to pay any amounts due to RTEK for Technical Services properly rendered in fulfilment of the obligations under Clause 17.1 or any other fees associated with terminating this Agreement.

17.6 For avoidance of doubts, the Agreement shall be deemed in full force and effect until all payments due pursuant to this Clause 17.2, 17.3, 17.4 or 17.5, as applicable, are effected.

17.7 If this Agreement is terminated pursuant to Clause 16.3 due to a Prolonged Project Impediment, and during a period of [REDACTED COMMERCIALLY SENSITIVE INFORMATION] following the start of such Prolonged Project Impediment LTH lifts the relevant Project Impediment and resumes the Project, LTH shall have the right to, and RTEK agrees to, reinstate this Agreement and resume the Technical Services. In such case, the Parties agree that:

(a) LTH shall notify RTEK on the reinstatement of the Agreement and resumption of the Technical Services within the [REDACTED COMMERCIALLY SENSITIVE INFORMATION] period referred to in this section 17.6,

(b) LTH and RTEK shall meet within ten (10) Business Days of the receipt of LTH's notice and discuss a mutually agreeable Personnel to be engaged in the Technical Services and corresponding Budget, LTH acknowledging and agreeing that RTEK may not be able to engage the same Personnel originally engaged in the Technical Services,

(c) RTEK shall be granted a maximum of 90 (ninety) days to remobilize its Personnel, RTEK undertaking to endeavor efforts to reduce such remobilization timeline, and

(d) a new agreement shall be entered between the Parties, substantially in the form of this Agreement, except for the changes in the Personnel and applicable Budget.

ENTIRE AGREEMENT

18.1 This Agreement constitutes the entire agreement between the Parties and supersedes and extinguish all previous discussions, correspondence, negotiations, drafts, agreements, promises, assurances, warranties, representations, arrangements and understandings between them, whether written or oral, relating to their subject matter.

18.2 Each Party acknowledges that in entering into this Agreement it does not rely on, and shall have
18

no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

19. ASSIGNMENT AND OTHER DEALINGS

19.1 Subject to Clause 19.2, neither Party shall assign, transfer, encumber or deal in any other manner with any or all of their rights and obligations under this Agreement (or any other document referred to in it) without the prior written consent of the other Party.

19.2 LTH shall be entitled to transfer any or all of its interests and obligations under this Agreement to an Affiliate without the prior written consent of RTEK, provided that (i) LTH shall remain jointly liable with such Affiliate for the obligations transferred to such Affiliate (in particular the obligation to deliver the Shares to RTEK pursuant to this Agreement), and (ii) such transfer shall not include the granting, transfer and assignment to any Lenders or third parties and any other secured parties under the Financing Agreements (or the agent or trustee on behalf of such Lenders and secured parties), by way of security, any right, title and interest that LTH now has or which shall hereafter arise and all claims resulting from any failure of performance or compliance with any of the provisions of this Agreement.

20. VARIATION AND WAIVER

20.1 No variation of this Agreement shall be effective unless it is in writing and signed by or on behalf of each Party for the time being.

20.2 A waiver of any right or remedy under this Agreement or by law is only effective if it is given in writing and is signed by the Party waiving such right or remedy. Any such waiver shall apply only to the circumstances for which it is given and shall not be deemed a waiver of any subsequent breach or default.

20.3 A failure or delay by any Party to exercise any right or remedy provided under this Agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.

20.4 No single or partial exercise of any right or remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

20.5 A person that waives a right or remedy provided under this Agreement or by law in relation to one person, or takes or fails to take any action against that person, does not affect its rights or remedies in relation to any other person.

21. COSTS AND EXPENSES

Except as expressly provided in this Agreement, each Party shall pay its own costs and expenses incurred in connection with the negotiation, preparation, execution and performance of this Agreement (and any documents referred to in it).

22. NOTICES

22.1 Any notice to be given under this Agreement shall be in writing and be addressed to the recipient and sent to a Party by either of the means set forth under Clause 22.2, to the addresses set forth in Clause 22.3, or in any such case to such other address as may from time to time be notified in writing by the recipient in question to the other giving or making the same in accordance with this Clause.

22.2 Any notice to be given under this Agreement shall be deemed to have been received:

(a) in case of a notice sent by email, on the Business Day following the date the email has been sent; and
(b) in the case of a notice sent by hand, on the day of delivery; and
(c) in the case of a notice sent by courier, (i) the date the courier evidence delivery of the notice or, if no confirmation is received, (ii) 5 (five) Business Days after the date of couriering, exclusive of the date of couriering.

22.3 For the purpose of this Clause, the addresses of the Parties are:

(a) to RTEK:

RTEK INTERNATIONAL DMCC
Level 1, Tulip Business Developers
Jumeirah Golf Estates
Dubai, United Arab Emirates.
Attention: [REDACTED
PERSONAL INFORMATION]

Email: [REDACTED
PERSONAL INFORMATION]

(b) to LTH

LITHIUM IONIC CORP.
36 Lombard Street, Floor 4,
Toronto, ON, Canada, M5C 2X3.
Attention: [REDACTED
PERSONAL INFORMATION]

Email: [REDACTED
PERSONAL INFORMATION]

SEVERANCE

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Clause shall not affect the validity and enforceability of the rest of this Agreement.

THIRD PARTY RIGHTS

Unless otherwise expressly provided,

(A) a person who is not a Party to this Agreement shall not have any rights to enforce any term of this Agreement; and

(A) The rights of the Parties to terminate, rescind or agree any variation, waiver or settlement under this Agreement are not subject to the consent of any other person.

COUNTERPARTS

This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

DISPUTES

26.1 This Agreement, and any claim, dispute or difference concerning and any matter arising from it, will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

26.2 Any dispute between the Parties or claims arising out of or in connection with this Agreement or any question regarding its existence, validity or termination (each a “Dispute”), shall be referred to and finally resolved by arbitration in accordance with the Canadian Arbitration Association (“CAA”) Arbitration Rules in effect at the time of the arbitration (the “Rules”), which rules are deemed to be incorporated by reference into this Clause.

26.3 The number of arbitrators shall be three. The Parties shall each nominate 1 (one) arbitrator in accordance with the Rules and the arbitrators appointed by the Parties shall jointly nominate the third arbitrator within 20 (twenty) days of the confirmation by the CAA of the nomination of the second arbitrator. If any arbitrator has not been nominated within the time limits specified herein and in the Rules, such arbitrator’s appointment shall be made by the CAA upon the written request of either Party within 20 (twenty) days of such request.

26.4 The following provisions shall apply in respect of the arbitration:

(a) the seat of the arbitration shall be Toronto, Ontario and the language of the arbitration shall be English;

(b) the Arbitrators shall have the power to grant any legal or equitable remedy or relief available under law, including but not limited to injunctive relief, whether interim and/or final, and specific performance, and any measures ordered by the Arbitrators may be specifically enforced by any court of competent jurisdiction. Each Party retains the right to seek interim or provisional measures, including but not limited to injunctive relief and including but not limited to pre-arbitral attachments or injunctions, from any court of competent jurisdiction, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate.

(c) the Parties agree that any arbitral proceedings under this Agreement (including as amended from time to time) may (to the extent the arbitral tribunal considers appropriate given the subject matter of the particular dispute) be consolidated or be heard together concurrently before the same arbitral tribunal. The Parties further agree that any arbitral tribunal constituted under this Agreement shall have the power to order consolidation of proceedings or concurrent hearings; and

(d) the Arbitrators may be compelled by any Party to provide a written explanation of their order or award, and the arbitration award shall be final and binding upon the Parties, and shall be the sole and exclusive remedy between the Parties regarding any claims, counter-claims or issues presented to the arbitral tribunal. Judgment upon any award may be entered in any court having jurisdiction over any of the Parties or any of their assets.

GOVERNING LAW AND JURISDICTION

27.1 This Agreement shall be governed by and construed and interpreted in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS whereof this Agreement is executed by:

SIGNATORIES

Signed by Blake Hylands acting by LITHIUM IONIC CORP.

[SIGNATURE OF DIRECTOR]

Signed by Nicholas Rowley acting by RTEK INTERNATIONAL DMCC

[SIGNATURE OF DIRECTOR]

Appendix 1

TECHNICAL SERVICES

The Technical Services to be provided by RTEK are the following:

a) Prepare the Updated Feasibility Study, to be delivered in electronic format by or prior to the expiry of the Term;

b) Provide LTH overall consultancy on process operations within the battery limits of the Production Facilities and mining, including (without limitation) engineering, construction, procurement, commissioning, operational readiness, production, quality safety, as well as logistics, working closely with the senior executives of LTH to build a strong profitable company;

c) Provide support to LTH team so that LTH can ensure that effective systems procedures plus management controls are established within the functional areas of engineering, construction, commissioning, and operational readiness, being LTH responsible for providing the team for it;

d) Develop comprehensive engineering, construction, procurement, production strategies as well as programs that support the business goals in line with LTH’s business plan once LTH provides RTEK with its business plan;

e) Provide LTH input into define key performance indicators across the entire engineering, construction and production operations for reporting functional operating areas as a whole;

f) Develop a clear understanding of Project and its operations, where the leverage points are for improvement;

g) Advise on run of mine (“ROM”) ore conditioning, including, but not limited to, using mine strategies to minimize fines generation and minimize dilution of ore by controlling the contamination from the host rock;

h) Advise on the current and future plants design and construction processes, including, but not limited to, the Production Facilities;

i) Responsibility for commissioning and training LTH team for the efficient operation of ROM pads and crushing plants up until delivery of the Working DMS Plant, including maximizing availability of the crushing plants and maximizing production of on-specification crushed ore and minimizing fines generation, being LTH responsible for providing the team for it;

j) Responsibility for commissioning and training LTH team for the efficient operation of DMS plant up until delivery of the Working DMS Plant, including maximizing availability and utilization, maximizing recoveries and maximizing production of spodumene concentrate meeting customer specifications (“Specified Concentrate”) whilst minimizing processing costs, being LTH responsible for providing the team for it;

k) Prepare budgets for the operation of the Project;

l) Prepare monthly management reports regarding all of LTH’s operations, but only in relation to the Technical Services within RTEK’s responsibility, including, but

not limited to Technical Services rendered by RTEK; and

m) Manage relationships with relevant LTH Contractors engaged for the preparation of aspects of the Updated Feasibility Study or the implementation of the Project, including the EPCM contract for the implementation.

It shall be provided by either LTH or LTH Contractors, the following:

a) For the preparation of the Updated Feasibility Study, LTH shall be responsible for engaging LTH Contractors for:

Determining resources and reserves, and provide metallurgical test work;
Geotech and hydrology work; and
Legal and environmental consultants for permitting and other required Authorizations.

b) During the implementation of the Project, LTH shall be responsible for engaging LTH Contractors to:

Prepare all definitive engineering documents for the Project at levels required pursuant to Applicable Law;
Provide EPCm services for the Project;
Carry out the earthworks, construction, erection, supply, assembly and all other services and supplies required for the implementation of the Project;
Legal and environmental consultants for all matters required; and
Prepare and supervise logistics, customs, obtaining of all require Authorizations and the like.
Without prejudice to the above, RTEK shall be responsible for the management and supervision of the works to be provided by the LTH Contractors.
The Parties acknowledge and agree that certain Technical Services will depend on the approval and adoption by LTH of certain recommendations made by RTEK, the engagement of certain contractors, personnel, resources and/or the procurement of certain equipment and materials by LTH directly, and the regular payment of such by LTH, and that RTEK shall be released from any responsibility or liability resulting from such failures by LTH, and shall not be responsible for any impact on the Technical Services as a result thereof.

Appendix 2

CONSIDERATION

RTEK shall be entitled to a monthly payment based on the Personnel engaged by RTEK to provide the Technical Services subject to the Budget agreed between the Parties, as revised from time to time. From the Signature Date until the Budget is revised between the Parties, RTEK shall be entitled to the payments set out in the first Budget in Appendix 3. Once a new Budget is agreed between the Parties, the monthly Consideration to be paid by LTH to RTEK shall be based on such revised Budget, as from the date the revised Budget is agreed upon.
RTEK shall be entitled to the payments below in consideration to the achievement of the following milestones ("Consideration Milestones"):

a. 933,277 LTH RSUs, which tranche shall be issued upon the execution of this Agreement and shall vest on the one year anniversary of the issuance pursuant to the rules of the TSX Venture Exchange;

b. US$250,000.00 value of LTH Shares which tranche shall vest and be issued and transferred upon the completion of the Updated Feasibility Study. The price per LTH Share to be the greater of (i) the 30-day VWAP following the completion of the Updated Feasibility Study; and (ii) the Discounted Market Price on the completion of the Updated Feasibility Study. The LTH Shares shall be subject to a statutory hold period of four months and a day;

c. US$100,000.00 value of LTH Shares for each US$1 million reduction on the Project CAPEX – Implementation exceeding a reduction of US$25 million in comparison to the Project CAPEX – Baseline (each such reduction, a “Reduction”), which tranche shall vest and be issued and transferred upon completion of the Updated Feasibility Study. The price per LTH Share to be the greater of (i) 30-day VWAP following the completion of the Updated Feasibility Study; and (ii) the Discounted Market Price on the completion of the Updated Feasibility Study. The LTH Shares shall be subject to a statutory hold period of four months and a day. For the calculation of the CAPEX reduction for the purposes of this tranche set out in item (c):

i. if the Updated Feasibility Study includes Project Parameters Efficiencies that increase the CAPEX if it would be compared to the same CAPEX basis considering the Project Parameters Baseline, than the Project CAPEX – Implementation shall be further reduced proportionally considering the Project Parameters Baseline to finally determine the difference between the two considering the same basis of the Project Parameters Baseline, and

ii. if the Updated Feasibility Study converts into OPEX an item that was considered as CAPEX under the Project CAPEX – Baseline, for the CAPEX reduction calculation such OPEX item shall converted into CAPEX and, thus, compared with its equivalent at the Project CAPEX – Baseline to assess whether there is a CAPEX reduction and the corresponding amount, if applicable.

d. US$500,000.00 value of LTH Shares which tranche shall vest and be issued and transferred on the Project Implementation Start Date. The price per LTH Share to be the greater of the (i) 30-day VWAP following the Project Implementation Start Date; and (ii) Discounted Market Price on the Project Implementation Start Date. The LTH Shares shall be subject to a statutory hold period of four months and a day;

e. US$1,000,000 value of LTH Shares, which tranche shall vest and be issued and

transferred on the date the commissioning of the DMS Plant starts. The price per LTH Share to be the greater of the (i) 30-day VWAP following the commissioning date of the DMS Plant; and (ii) Discounted Market Price. The LTH Shares shall be subject to a statutory hold period of four months and a day;

f. US$2,000,000 value of LTH Shares, which tranche shall vest and be issued if the Project reaches a Working DMS Plant stage within no more than a 15% surplus on the Project CAPEX – Implementation, and a delay not exceeding 15% of the forecasted date to reach a Working DMS Plant at the Project Time Schedule – Implementation (the “Milestone Date”). The price per LTH Share to be the greater of the (i) 30-day VWAP following the Milestone Date; and (ii) Discounted Market Price on the Milestone Date. The LTH Shares shall be subject to a statutory hold period of four months and a day;

i. For the purposes of this tranche set out in item (f), if LTH implements any material change to the Project that is not foreseen in the Updated Feasibility Study, the Project CAPEX – Implementation, or the Project Time Schedule – Implementation, and such change impacts the Project CAPEX – Implementation or the Project Time Schedule – Implementation, these shall be revised to incorporate such changes and be considered the new baselines for the determination of the variation set forth in item (f).

Each and every reference to LTH Shares and corresponding prices shall be subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the common stock that occur after the Signature Date of this Agreement.
The issuance of LTH RSUs and LTH Shares herein is subject to the approval of the TSX Venture Exchange (the "Exchange").
LTH shall not issue any LTH Shares to RTEK that would cause RTEK to own 10% or more of the common shares in the capital of LTH until such time as a Personal Information Form (Form 2A) or Declaration (Form 2C1) is filed with the Exchange by RTEK and the Exchange has received satisfactory background search results with respect to RTEK.
LTH shall not issue any LTH Shares to RTEK that would cause such RTEK to own 20% or more of the common shares in the capital of LTH until such time as the shareholders of LTH approve such LTH Share issuance at a meeting of LTH common shareholders. If the aforementioned shareholder approval is not obtained, LTH shall pay the corresponding value of the LTH Shares in cash.
In the event LTH does not timely deliver any of the LTH Shares due pursuant to this Agreement, other than a delay caused by sections 5 and 6 herein, RTEK shall become entitled to a penalty equivalent to 1% (one percent) of the amount due to RTEK per day of delay.
In the event of a Change of Control (as defined in LTH EIP), any unvested LTH RSUs issued under this Agreement shall vest pursuant to the terms of the LTH EIP. If a transaction for Change of Control is entered within 3 (three) months following the termination of this Agreement for any reason other than due to RTEK’s cause, RTEK shall be entitled to the right set forth in this item 8 even following such termination.

Appendix 3

BUDGET

[REDACTED COMMERCIALY SENSITIVE INFORMATION]

Appendix 4

KEY PERSONNEL

[REDACTED COMMERCIALLY SENSITIVE AND PERSONAL INFORMATION]

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Lithium Ionic Corp. Regulatory Filings 2025

48021_rns_2025-05-09_87bb99e6-d05f-42ce-aae0-def8d15a4ee9.pdf

PARTIES

WHEREAS:

1. INTERPRETATION

3. TECHNICAL SERVICES

5. OBLIGATIONS AND UNDERTAKINGS OF LTH

5.1 LTH shall:

6. OBLIGATIONS AND UNDERTAKINGS OF RTEK

6.1 RTEK agrees that all Technical Services shall be provided:

7. REPRESENTATIVES AND PERSONNEL

7.1 The Parties representatives are the persons identified in Clause 22.3 or any replacement notified to a Party by the other from time to time. A Party’s representative has full authority to act on such Party’s behalf in connection with this Agreement.

7.2 RTEK shall ensure that each of the Personnel (including the Key Personnel) devotes sufficient time and attention fulfilling their respective roles under or in connection with this Agreement. The Personnel (except for the Key Personnel, who is subject to Clause 7.3) may be replaced at

8. FEES, EXPENSES AND PAYMENT

Fees and Expenses

Payment Covenants

9. TAXES

10. REPRESENTATIONS AND WARRANTIES

12. CONFLICT

13. INTELLECTUAL PROPERTY

16.5 [REDACTED COMMERCIALY SENSITIVE INFORMATION]

17. CONSEQUENCES OF TERMINATION

19. ASSIGNMENT AND OTHER DEALINGS

20. VARIATION AND WAIVER

21. COSTS AND EXPENSES

22. NOTICES

TECHNICAL SERVICES

CONSIDERATION

KEY PERSONNEL

AI assistant

Lithium Ionic Corp. — Regulatory Filings 2025

48021_rns_2025-05-09_87bb99e6-d05f-42ce-aae0-def8d15a4ee9.pdf

PARTIES

WHEREAS:

1. INTERPRETATION

3. TECHNICAL SERVICES

5. OBLIGATIONS AND UNDERTAKINGS OF LTH

5.1 LTH shall:

6. OBLIGATIONS AND UNDERTAKINGS OF RTEK

6.1 RTEK agrees that all Technical Services shall be provided:

7. REPRESENTATIVES AND PERSONNEL

7.1 The Parties representatives are the persons identified in Clause 22.3 or any replacement notified to a Party by the other from time to time. A Party’s representative has full authority to act on such Party’s behalf in connection with this Agreement.

7.2 RTEK shall ensure that each of the Personnel (including the Key Personnel) devotes sufficient time and attention fulfilling their respective roles under or in connection with this Agreement. The Personnel (except for the Key Personnel, who is subject to Clause 7.3) may be replaced at

8. FEES, EXPENSES AND PAYMENT

Fees and Expenses

Payment Covenants

9. TAXES

10. REPRESENTATIONS AND WARRANTIES

12. CONFLICT

13. INTELLECTUAL PROPERTY

16.5 [REDACTED COMMERCIALY SENSITIVE INFORMATION]

17. CONSEQUENCES OF TERMINATION

19. ASSIGNMENT AND OTHER DEALINGS

20. VARIATION AND WAIVER

21. COSTS AND EXPENSES

22. NOTICES

TECHNICAL SERVICES

CONSIDERATION

KEY PERSONNEL

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Lithium Ionic Corp. Regulatory Filings 2025