Lithium Argentina AG

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(aaa) "Site" means the land on which the PPG Project, PG Project or Puna Project is situated, as the case may be.

(bbb) "Taxes" means any tax, duty, charge, or other levy separately or jointly due or payable to, or levied or imposed by any Government Authority, including income, gross receipts, license, wages, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duty, capital, franchise, profits, withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, transaction, registration, value added, alternative/add-on minimum, estimated or other tax, duty, charge, or other levy of any kind whatsoever, including any interest, penalty, or addition thereto, and any interest with respect to such addition or penalty.

(ccc) "Technology License Agreement" means a technology license agreement between, inter alia, Millennial and GFL and/or its Affiliates, under which Millennial is granted a license to operate and produce the products produced by the Projects by utilizing proprietary technology and know how of GFL and/or its Affiliates related to lithium production, to be entered into on the Closing in form and substance satisfactory to the parties thereto, which agreement shall incorporate the terms set forth in section 3.3.

(ddd) "Terminating Party" has the meaning set forth in section 6.3(b).

(eee) "Third Party" means any Person other than the Parties and their Affiliates.

(fff) "Transaction" means, collectively, (i) the completion of the Step 1 to Step 3 of the Restructuring, and (ii) the consummation of such other matters as may be necessary or desirable to effect the foregoing.

(ggg) "Transaction Agreements" means collectively, this Agreement, the Shareholders Agreement, the Operating Agreement, the Offtake Agreement, the RW Agreement, the Technology License Agreement, and such other agreements between the Parties in respect of the Transaction as may be agreed to by the Parties following the date hereof and prior to the Closing.

Interpretation

1.2 For the purposes of this Agreement, except as otherwise expressly provided:

(a) "this Agreement" means this agreement, including the schedules hereto, and not any particular part, section or other portion hereof, and includes any agreement, document or instrument entered into, made or delivered pursuant to the terms hereof, as the same may, from time to time, be supplemented or amended and in effect;

(b) all references in this Agreement to a designated "part", "section", "subsection" or other subdivision or to a schedule are references to the designated part, section, subsection or other subdivision of, or schedule to, this Agreement;

(c) the words "hereof", "herein", "hereto" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular part, section, subsection or other subdivision or schedule unless the context or subject matter otherwise requires;