LITHIUM AMERICAS CORP.

1 June 30, 2026 and December 31, 2025 balances include restricted cashof $456.4 million and $337.4 million, respectively.

Supplemental disclosure with respect to cash flows(Note 13)

BACKGROUND AND BASIS OF PRESENTATION

Background and Nature of Operations

Lithium Americas Corp., (the “Company” or “LAC”) is principally focused on development of Thacker Pass (“Thacker Pass” or the “Project”), a sedimentary-based lithium project located in the McDermitt Caldera in Humboldt County in north-western Nevada, USA. The Company operates in one operating segment and one geographical area. The development of Thacker Pass is undertaken through a joint venture (the “JV”) with General Motors Holdings LLC (“GM”) (Note 5).

The Company’s common shares are listed on the New York Stock Exchange (“NYSE”) and on the Toronto Stock Exchange (“TSX”) under the symbol “LAC.”

To date, the Company has not generated revenues from operations and has relied on financing to fund operations. The underlying values of mineral properties, plant and equipment, including Thacker Pass, are dependent on the existence of economically recoverable reserves, maintaining title and beneficial interest in the properties, and the ability of the Company to draw upon debt financing arrangements and/or raise additional capital to complete development and to attain future profitable operations.

Basis of Presentation

The unaudited condensed consolidated interim financial statements (the “Interim Statements”) of the Company have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. The Interim Statements include all adjustments considered necessary by management to fairly state the financial position, results of operations and cash flows for the interim periods reported. The operating results for the interim periods presented are not necessarily indicative of results that may be expected for any other interim period or for the full year. These Interim Statements are expressed in U.S. dollars (“USD”), the Company’s presentation and functional currency.

These Interim Statements should be read in conjunction with the annual consolidated financial statements and notes thereto and the summary of significant accounting policies included in the Company’s annual report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 19, 2026 (the “Fiscal 2025 Annual Financial Statements”). These policies have been applied on a consistent basis for all periods. Information related to recent accounting pronouncements, which are not yet effective, is included in Note 2 to the Fiscal 2025 Annual Financial Statements.

These Interim Statements have been prepared on the assumption that the Company is a going concern and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business for the next 12 months.

Recently Issued Accounting Pronouncements

In December 2025, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2025-11, “Interim Reporting (Topic 270): Narrow-scope improvements” (“ASU 2025-11”). The amendments clarify the scope, form, and content of interim financial statement disclosures and improve the navigability of Topic 270 without changing existing interim reporting requirements. ASU 2025-11 provides a comprehensive list of required interim disclosures and establishes a new disclosure principle requiring entities to disclose events that occur after the end of the last annual reporting period. ASU 2025-11 is effective for interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact the amended guidance will have on its interim financial reporting and related disclosures.

CASH AND RESTRICTED CASH

As at June 30, 2026, $0.3 million of cash and restricted cash was held in Canadian dollars (December 31, 2025 - $1.4 million), and $1.3 billion in US dollars (December 31, 2025 - $0.9 billion).

Advances under the DOE Loan (Note 4), cash flows from Thacker Pass, and other amounts received by Lithium Nevada LLC (“LN”) are required to be held in restricted cash accounts owned by LN and managed by a collateral agent as described in Note 3 to the Fiscal 2025 Annual Financial Statements. As at June 30, 2026, such amounts totaled $456.1 million (December 31, 2025 - $337.1 million).

The Company is subject to a concentration of credit risk in relation to cash and restricted cash. The Company’s maximum exposure to credit risk for cash and restricted cash is the amount disclosed in the Company’s Condensed Consolidated Interim Balance Sheets. All cash and restricted cash is held through four Canadian chartered banks and two U.S. chartered banks. The Company regularly reviews its cash andrestricted cash, as well as economic conditions, to determine whether an allowance for expected losses is necessary.

MINERAL PROPERTIES, PLANT AND EQUIPMENT, NET

1 At June 30, 2026, included prepaid construction costs of $88.8 million (December 31, 2025 - $75.0 million) and deposits on long-lead equipment of $243.8 million (December 31, 2025 - $268.7 million), all related to Thacker Pass. In addition, amount included capitalized amounts for deferred interest on the Notes of $18.5 million (December 31, 2025 - $13.0 million), discount amortization of $15.9 million on the Notes and PPA (December 31, 2025 - $9.1 million), deferred interest on the DOE Loan of $18.3 million (December 31, 2025 - $2.3 million), and $3.4 million of interest on other loans (December 31, 2025 - $3.2 million).

In the three and six months ended June 30, 2026, stock-based compensation related to restricted share units of $0.6 million and $1.3 million, respectively, was capitalized to Thacker Pass (2025 - $0.3 million and $0.6 million).

DEPARTMENT OF ENERGY LOAN FACILITY AND WARRANT OBLIGATIONS

The Department of Energy (the “DOE”) and the Company’s subsidiary, LN, executed a loan agreement on October 28, 2024 for a construction facility with a maximum borrowing of $1.97 billion plus up to $289.6 million of capitalized interest for a total of $2.26 billion, provided under the Advanced Technology Vehicles Manufacturing (“ATVM”) Loan Program (the “DOE Loan”), to fund eligible construction costs of Thacker Pass through November 30, 2028. The DOE Loan was amended on December 20, 2024 to accommodate the formation of Lithium Nevada Ventures LLC (“Lithium Nevada Ventures”) and further amended on October 7, 2025, pursuant to an omnibus waiver, consent and amendment (as amended the “OWCA”), which reduced the expected total loan amount to $2.23 billion (reflecting estimated capitalized interest during construction of $256 million).

On January 30, 2026 (the “Issuance Date”), as required under the OWCA:

•

The Company issued to the DOE a warrant to purchase up to 18,268,687 common shares, which was equal to

5% of the Company’s outstanding total shares as of the Issuance Date, at an exercise price of $0.01 per share (the “LAC Warrant”), and the JV issued to the DOE a warrant to purchase 8,656,509,695 non-voting units of the JV, which was equal to a 5% economic interest in the JV as of the Issuance Date, at an exercise price of $0.0001 per unit (the “JV Warrant”). Each Warrant is exercisable for ten years from the Issuance Date, subject to customary anti-dilution adjustments and other terms set forth in the respective Warrants.

•

In connection with these issuances, the JV, the Company, 1339480 B.C. Ltd., LAC US Corp. (the “LAC JV Member”), GM and the DOE, entered into a Put, Call and Exchange Agreement (the “Put, Call and Exchange Agreement”), under which the DOE may require GM to purchase the JV Warrant (or cause the JV to do so) or, failing agreement on price, exchange it for Company common shares. GM has a corresponding call right following substantial completion of Thacker Pass.

Borrowings under the DOE ATVM Loan Program

The following table represents a reconciliation from the initial recognition of advances under the DOE Loan to June 30, 2026.

1 First advance in the amount of $435.0 million bearing fixed contractual interest of 4.38%, with repayment beginning in January 2029.

2 Includes second advance on February 24, 2026 in the amount of $432.0 million bearing fixed contractual interest of 4.41% and third advance on June 3, 2026 of $342.0 million bearing fixed contractual interest of 4.76%, with repayment beginning in January 2029.

Deferred financing costs of $400.2 million were recognized with the signing of the OWCA and were initially recorded as an asset on the Consolidated Balance Sheets. The deferred costs included $394.1 million relating to the fair value at inception of the LAC Warrant and the JV Warrant and $6.1 million of costs paid to obtain the debt facility. The deferred financing costs are reclassified against the DOE Loan liability in proportion to the amounts borrowed in relation to total borrowings expected under the facility. These costs are amortized as interest costs over the term of the borrowing using the effective interest rate method and are capitalized to Thacker Pass. The effective interest rate after giving effect to the amortization of the portion of deferred financing costs was approximately 6.36% on the first advance,6.45% on the second advance, and 6.89% on the third advance.

The DOE Loan contains a variety of financial and non-financial compliance covenants. In the event of noncompliance with certain covenants, the DOE has the right to terminate the facility and demand any outstanding amounts immediately due and payable. The Company was in compliance with all covenants at June 30, 2026 and December 31, 2025.

Warrant obligations

On October 7, 2025, in accordance with obligations under the OWCA, the Company recorded financial liabilities related to the LAC Warrant, the JV Warrant and the Put, Call and Exchange Agreement.

The following table represents a reconciliation from the initial recognition of the obligations pursuant to the LAC Warrant and the JV Warrant to the fair value of the warrant obligations at June 30, 2026.

Obligations pursuant to the LAC Warrant

At October 7, 2025 and December 31, 2025, the obligation relating to the LAC Warrant was recorded as a financial liability, as the obligation was with respect to 5% of the Company’s total outstanding shares to be determined at a future date and, accordingly, was not considered indexed solely to the Company’s equity. The Company accounted for the LAC Warrant based on the contractual terms and agreement in principle between parties upon the execution of the OWCA on October 7, 2025. These terms were consistent with those included in the LAC Warrant subsequ ently executed on January 30, 2026. On January 30, 2026, as the number of common shares of the Company to be issued under the LAC Warrant was fixed, the fair value of the LAC Warrant obligation was remeasured and the resulting amount of $88.6 million (representing fair value of $88.8 million less $0.2 million of issuance costs) was reclassified to additional paid-in capital.

Obligations pursuant to the JV Warrant and the Put, Call and Exchange Agreement

At October 7, 2025, December 31, 2025 and June 30, 2026, the obligation related to the JV Warrant was recorded as a financial liability, as the obligation was with respect to 5% of the JV’s total units, as if the JV Warrant had been exercised for the underlying units to be determined at a future date and, accordingly, was not considered indexed solely to the Company’s equity. The Company accounted for the JV Warrant based on the contractual terms and agreement in principle between parties, including the put, call and conversion features therein, upon the execution of the OWCA on October 7, 2025. These terms were consistent with those included in the JV Warrant subsequently executed on January 30, 2026.

The contingent obligations of the Company and the JV arising from the Put, Call and Exchange Agreement are considered embedded in the JV Warrant. The JV’s embedded written option to settle the JV Warrant in cash is included in the fair value of the JV Warrant on the JV’s Condensed Consolidated Interim Balance Sheets, whereas the Company’s embedded written option to purchase the JV Warrant from the DOE is included in the fair value of the JV Warrant in the Company’s Condensed Consolidated Interim Balance Sheets.

JOINT VENTURE WITH GENERAL MOTORS

On October 15, 2024, the Company and GM entered into an investment agreement (“Investment Agreement”) to establish a joint venture for the purpose of funding, developing, constructing and operating Thacker Pass as described in Note 4 to the Fiscal 2025 Annual Financial Statements. As of the closing of the JV in December 2024, and as at June 30, 2026, the Company owned a 62% majority equity interest in the JV and operates the JV through its majority voting rights and a management services agreement under which the Company provides executive level, administrative and other services to the JV. As at June 30, 2026, GM owned a 38% interest in the JV and the DOE owned the JV Warrant.

As described in Note 4 to the Fiscal 2025 Annual Financial Statements, on August 5, 2025, the $195.0 million Letter of Credit was issuedfor the benefit of Citibank, N.A. in its capacity as collateral agent under the DOE Loan, and on October 7, 2025, the Company and GM entered into an amendment to GM’s Phase 1 lithium offtake agreement.

The Company has determined that the JV is a variable interest entity due to its reliance on additional financing to complete Phase 1 of the development of Thacker Pass. The Company has determined it is the primary beneficiary of the JV due to the relative decision-making power of the parties over the most significant activities of the JV. As a result, the Company has consolidated Lithium Nevada Ventures, the JV, in these Interim Statements.

The net assets, respective interests and non-controlling interest of Lithium Nevada Ventures as of June 30, 2026 and December 31, 2025, are as follows:

The Company allocates income and net assets between the controlling and non-controlling interests based on a hypothetical liquidation at book value.

The assets of the JV, including cash and restricted cash of $530.3 million and $412.6 million at June 30, 2026 and December 31, 2025, respectively, can only be used to settle the obligations of the JV and are not available to the Company for general corporate purposes.

The Company’s maximum exposure to loss includes (i) the carrying value of the Company’s interest as shown in the table above; (ii) as the DOE Loan is funded, (a) all costs necessary to achieve completion of construction of Thacker Pass; and, (b) all outstanding borrowings and interest thereon under the DOE Loan; and (iii) costs associated with the management services agreement and incentive compensation for personnel involved in the JV, to the extent such amounts cannot be supported by the operations of the JV ($15.1 million at June 30, 2026 and $9.2 million at December 31, 2025).

ACCRUED LIABILITIES

Accrued liabilities are comprised of the following items:

LEASE LIABILITIES

Lease liabilities include the following:

CONVERTIBLE DEBT, ROYALTY AND PRODUCTION PAYMENT ARRANGEMENTS

On April 1, 2025 (the “Orion Closing Date”), the Company closed a $250.0 million strategic investment from fund entities managed by Orion Resource Partners LP (collectively “Orion”) for the development and construction of Thacker Pass (the “Orion Investment”). Orion purchased $195.0 million in aggregate principal amount of senior unsecured convertible notes (the “Notes”) and entered into a production payment agreement (“PPA”) for $25.0 million under which payments correspond to minerals processed and gross revenue from Thacker Pass. Under the PPA, Orion is entitled to fixed and variable production payments with respect to the first 41,500 tonnes of lithium processed at Thacker Pass annually, subject to certain adjustments.

The Notes mature on April 1, 2030 and accrue interest at 9.875% annually, payable quarterly in arrears in cash or, at the Company’s option, by capitalizing to principal. The Notes are convertible at the holder’s optionat any time prior to maturity at an initial conversion price of $3.78 per share, subject to certain adjustments. In October 2025, Orion converted $97.5 million of principal, and the Company issued 25.8 million common shares to Orion, with future interest payable reduced pro rata.

Orion has committed to purchase an additional $30.0 million in aggregate principal amount of Notes within two years of the Orion Closing Date (the“Delayed Draw Notes”), subject to the satisfaction of certain conditions precedent, upon request by the Company. As of June 30, 2026, the Company had not issued the Delayed Draw Notes.

In addition, the Company is obligated under a separate 2013 royalty agreement topay an 8% gross revenue royalty for sales on production from all Thacker Pass mineral claims up to a cumulative payment of $22.0 million, after which the royalty rate is reduced to 4% for the remaining life of the project. The Company has the option at any time to reduce the royalty to 1.75% through payment of $22.0 million. The portion of the royalty subject to repurchase has been recorded as a financial liability carried at amortized cost. The Company is also obligated to pay a 20% royalty on revenue solely in respect of uranium sales, if any.

Convertible Debt

The following reconciliation includes initial recognition of the components of the Orion Investment and activity to June 30, 2026:

The effective interest rate was 26.4% and 27.0% for the Notes and PPA, respectively, for the six months ended June 30, 2026.

Production Payment Agreement and Royalty

STOCKHOLDERS’ EQUITY

Common Stock – At-the-Market (“ATM”) Program

On November 13, 2025, the Company entered into an equity distribution agreement, pursuant to which the Company may sell its common shares, no par value, up to a maximum aggregate offering price of $250.0 million (the “November 2025 ATM Program”). As of December 31, 2025, the Company had sold 10.8 million common shares at an average price of $5.37 per share, for net proceeds of $57.0 million after sales agent's commission and other expenses. On January 26, 2026, the Company completed the November 2025 ATM Program, and during the three months ended March 31, 2026, sold 32.5 million common shares at an average price of $5.92 per share, for aggregate net proceeds of $189.7 million after sales agent's commission and other expenses.

On March 19, 2026, the Company entered into an equity distribution agreement, pursuant to which the Company may sell its common shares, no par value, up to a maximum aggregate offering price of $250.0 million (the “March 2026 ATM Program”). As of June 30, 2026, the Company had sold 13.0 million common shares atan average price of $5.36 per share, for net proceeds of $68.5 million after sales agent's commission and other expenses (Note 16).

LAC Warrant

As described in Note 4, on January 30, 2026, the Company issued the LAC Warrant, which entitles the holder to purchase up to 18,268,687 common shares of the Company at an exercise price of $0.01 per share. Upon issuance of the LAC Warrant, the LAC Warrant liability was derecognized with an offsetting credit of $88.6 million to additional paid-in capital, representing the fair value of the LAC Warrant on the Issuance Date of $88.8 million, net of $0.2 million issuance costs.

Equity Incentive Plan

On October 3, 2023, the Company adopted an equity incentive plan (the “Plan”), which includes stock options, restricted share units, deferred share units, and performance share units up to an aggregate total of 8.9% of the Company’s issued and outstanding common stock. On June 11, 2025, the Company's shareholders approved an amended and restated Plan that, among other changes, increased the maximum number of common shares available for issuance under the Plan by 14 million common shares. All instruments issued under the Plan are classified as equity and presented in Common stock.

NET INCOME (LOSS)PER SHARE

Basic net income (loss) per share is computed by dividing the net income (loss) attributable to the Company’s shareholders by the weighted-average number of common shares outstanding during the period, which includes shares issuable for little to no consideration upon the exercise of the LAC Warrant subsequent to being equity-classified. Diluted net income (loss) per share is computed similar to basic income (loss) per share, except the weighted average number of common shares outstanding are increased to include additional shares from the assumed exercise of equity instruments, if dilutive. Potentially dilutive common shares include those under share-based payment arrangements (stock options, restricted share units, deferred share units, and performance share units) and the Orion convertible debt (Note 8).

GENERAL AND ADMINISTRATIVE EXPENSES

The following table summarizes the Company’s general and administrative expenses:

For the three and six months ended June 30, 2026, Other includes a $5.4 million contribution made by the Company to the Fort McDermitt Paiute and Shoshone Tribe’s Building Fund, in accordance with its obligations under the Community Benefits Agreement.

TRANSACTION COSTS

The Company has expensed transaction costs in relation to the following transactions:

SUPPLEMENTAL DISCLOSURE WITH RESPECT TO CASH FLOWS

FAIR VALUES OF FINANCIAL INSTRUMENTS

(a)

Financial instruments not measured at fair value

Except as disclosed below, the carrying value of the financial assets and liabilities where the measurement basis is other than fair value approximate their fair values due to the immediate or short-term nature of these instruments considering there have been no significant changes in credit and market interest rates since the original date. Cash and restricted cash, receivables, accounts payable, royalty obligations, Notes, PPA and the DOE Loan are measured at amortized cost.

(b)

Measurement of fair value

The fair value hierarchy requires the use of observable market inputs whenever such inputs exist. A financial instrument is classified in the lowest level of the hierarchy for which a significant input has been considered in measuring fair value. The fair value hierarchy establishes three levels to classify the significance of inputs to valuation techniques used in making fair value measurements of all financial assets and liabilities. At June 30, 2026 and December 31, 2025, there were no financial assets and financial liabilities measured and recognized at fair value on a non-recurring basis subsequent to initial recognition.

The following table identifies the Company’s assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy. The carrying value is equal to the fair value at each date reported.

A loss on change in fair value of $0.1 million (2025 - $0.2 million) and a loss on change in fair value of $0.2 million (2025 - $0.4 million)was recognized in the Condensed Consolidated Interim Statements of Income (Loss) for the three and six-month periods ended June 30, 2026, respectively.

At March 31, 2026, the Company determined the fair value of the investment was $nil based on a review of Ascend Elements’ public disclosures, which indicated there was significant uncertainty regarding the recovery of the Company’s investment. A loss on change in fair value of $nil (2025 - $0.1 million) and loss on change in fair value of $4.5 million (2025 - $1.8 million) wasrecognized in the Condensed Consolidated Interim Statements of Income (Loss) for the three and six-month periods ended June 30, 2026, respectively.

The fair value of the LAC Warrant, immediately prior to the issuance of the warrants on January 30, 2026, was $88.8 million, calculated using Level 3 inputs and represents the intrinsic value using a share price of $4.87 at January 30, 2026 and the assumed exercise price of $0.01 per share. For the six months ended June 30, 2026, a loss on change in fair value of $5.0 million was recognized in the Condensed Consolidated Interim Statements of Income (Loss). As described in Note 4, the LAC Warrant obligation was reclassified to equity on January 30, 2026. The fair value of the LAC Warrant at December 31, 2025 was calculated using Level 3 inputs and represents the intrinsic value using a share price of $4.36, assumed exercise price of $0.01 per share and estimates of the impact of increases to equity prior to the number of shares being fixed at the time of issuance of the warrant certificates.

The fair value of the JV Warrant, inclusive of the Put, Call and Exchange Agreement obli gations, was calculated using Level 3 inputs, including the implied value of the underlying non-voting units, calculated by reference to the market capitalization of the Company’s common shares and the estimated fair value of assets and liabilities of the Company other than its interest in Lithium Nevada Ventures (at the valuation dates, as well as the estimate of time value based on the assumed exchange ratio of 7.82% at June 30, 2026 and at December 31, 2025 and the estimated impacts of anticipated future increases in net assets above the JV). For the three and six months ended June 30, 2026, a gain on change in fair value of $4.5 million and $9.9 million, respectively, was recognized in the Condensed Consolidated Interim Statements of Income (Loss).

The fair value of the conversion derivative was determined using a Partial Differential Equation method with the following inputs and assumptions at June 30, 2026: expected volatility of 46%, share price of $3.85, risk-free rate of 3.9% andno expected dividends. For the three and six months ended June 30, 2026, respectively, a gain on change in fair value of $5.7 million (2025 - $6.8 million) and a gain on change in fair value of $20.0 million (2025 - $6.8 million) were recognized in the Condensed Consolidated Interim Statements of Income (Loss).

The Company has, where appropriate, estimated the fair value of financial instruments for which the amortized cost carrying value may be significantly different than the fair value. As of June 30, 2026 and December 31, 2025, this includes the following:

The estimated fair value involved Level 3 inputs and was determined using a discounted cash flow with a discount rate of 26.4% at June 30, 2026 (December 31, 2025 -26.1%).

The estimated fair value involved Level 3 inputs and was determined using a discounted cash flow with a discount rate of 27.0% at June 30, 2026 (December 31, 2025 -26.8%).

The estimated fair value involved Level 3 inputs and was determined using a discount rate of 26.4% at June 30, 2026 (December 31, 2025 -26.1%).

The estimated fair value involved Level 3 inputs and was determined using a discount rate of 9.9% at June 30, 2026 (December 31, 2025 -8.0%).

COMMI TMENTS

The Company has entered into certain long-term purchase agreements related to long-lead equipment, infrastructure and services related to the construction of the processing plant as well as development and mining services at Thacker Pass. These commitments contain certain fixed and determinable cost components, as well as components that are variable based on time and materials. The following represents the fixed and determinable portion of the commitments, excluding lease components disclosed in Note 7, for each of the next five years.

SUBSEQUENT EVENTS

Common Stock – At-the-Market Program

Subsequent to June 30, 2026, the Company issued and sold 1.1 million common shares at an average price of $3.87 per share pursuant to the March 2026 ATM Program, for net proceeds of $4.2 million after sales agent’s commission and other expenses.

Yorkville Convertible Debentures

On August 5, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with YA II PN, Ltd., an affiliate of Yorkville Advisors Global, LP (“Yorkville”), for up to $175 million in aggregate principal amount of subordinated convertible debentures (the “Yorkville Debentures”). At the initial closing, the Company has agreed to issue $150 million in Yorkville Debentures. The Company retains the right to issue up to an additional $25 millionin Yorkville Debentures in one or more subsequent closings at its discretion, subject to conditions as further described in the Purchase Agreement.

The Yorkville Debentures mature 5 years after each funding date and accrue interest at 5% per annum. The interest rate increases to 7.50% during the initial two-year period, and to 15% after two years, in each case if certain specified events occur (including if the stock price falls below the floor price for a specified period, if the registration statement is unavailable for an extended period, or if the exchange cap is substantially exhausted). The Yorkville Debentures are convertible at the holder’s option at a conversion price equal to the lower of (i) a fixed price (which shall be the higher of 140% of the NYSE official closing price on the day prior to the date of issuance and $3.79), or (ii)95% of the lowest daily VWAP during thefive consecutive trading days immediately preceding the date of conversion, subject to a floor price equal to 50% of the NYSE official closing price on the day prior to the date of issuance (which shall be reduced in certain circumstances, but in no event to less than 20% of such price). Subject to certain repayment limitations while convertible notes remain outstanding to Orion, the Company may redeem the Yorkville Debentures after 181 days at a 10% premium. Upon a change of control, subject to repayment limitations, Yorkville may require the Company to repurchase the Yorkville Debentures at a 10% premium. The Yorkville Debentures are subordinated to the Company’s obligations under the Notes.