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CONTRACT FOR SERVICES No. 9-1/23-217 Geological Survey of Estonia, registry code 77000387, registered address F. R. Kreutzwaldi 5, 44314 Rakvere, represented on the basis of the statutes by Director Sirli Sipp Kulli (hereinafter referred to as Customer), and Primus.inter.pares AS, registry code NO 889 361 212, registered address Kongsberggata 20, NO-0468 Oslo, Norway (hereinafter referred to as Contractor), hereinafter also jointly referred to as Parties and separately as Party, have hereby made the following contract for services (hereinafter: Contract): 1. General provisions 1.1. The objective of the Contract is to provide Consulting Services for phosphorite valorisation by the Contractor of the work (provision of the service, etc.) which is the object of this Contract. 1.2. In the regulation of mutual relationships, the Parties shall be guided by this Contract, and in the issues not regulated with this Contract by the legislation effective in the Republic of Estonia and the Kingdom of Norway. 1.3 Representatives of the Parties hereby confirm that they have full and adequate authorisation for the conclusion of this Contract in the name of the person represented and that there are no obstacles they are aware of for the fulfilment of their obligations provided in this Contract. 1.4. The terms Customer and Contractor include all individuals employed by the Customer or the Contractor and also all other persons involved by the Customer or Contractor in the fulfilment of this Contract with the consent of the other Party. 1.5. Representative of the Contractor hereby confirms that the Contractor has adequate technical competence and resources for the professional fulfilment of the Contract according to the requirements. 2. Object of the Contract 2.1. The object of this Contract is to support phosphorite exploration project by identification of best valorisation technology for Estonian phosphorite, considering economic, social and environmental aspects. In more detail this includes, but not limited to:  Revision of the existing data about beneficiation and valorisation of Estonian phosphorite. Preparation of short summary indicating the existence or absence of economic potential. This includes the selection of best potential end products. If there seems to be economic potential, proposing up to two most suitable technologies, for testing on industrial scale.  Consultation on tender documentation preparation for phosphorite testing.  Revision of the industrial testing results and verification whether they are in accordance with tender requirements.   Evaluation of the production cost and market price for the obtained product.  Revision of the existing data about REE in Estonian phosphorite and their fractionation during valorisation. In collaboration with Customer proposing a plan for testing REE and P2O5 economically feasible separation from ore during processing. 3. Rights and obligations of the Customer 3.1 The Customer shall have the right: 3.1.1. to require from the Contractor high-quality and timely performance and delivery of the Work according to the requirements and terms and conditions of the Contract; 3.1.2. to check the progress of the Work and request information from the Contractor on the performance of the Work. 3.2. The Customer shall be obliged: 3.2.1. to create the necessary conditions for the Contractor for the performance of the Work, and to present or arrange access for the Contractor to the data and information required for the performance of the Work; 3.2.2. to pay for the Work to the Contractor according to the terms and conditions provided in Article 6 of the Contract. 3.2.3. to ensure the security and safety of the Contractor´s employees during site visit(s) in accordance with the applicable legislation of the Customer. 4. Rights and obligations of the Contractor 4.1. The Contractor shall have the right: 4.1.1. to require from the Customer the creation of the necessary conditions for the performance of the Work, and presentation or arrangement of access to the data and information required for the performance of the Work; 4.1.2. to use its work methods and equipment for the performance of the Work; 4.1.3. to request from the Customer the removal of illegitimate obstacles from the performance of the Work; 4.1.4. to receive the payment provided in Article 6 for the Work performed according to the requirements and approved by the Customer. 4.2. The Contractor shall be obliged: 4.2.1. to perform the Work professionally and at high quality and in accordance with the terms and conditions of the Contract and with the basic data and assignment and to deliver the Work to the Customer or to the person indicated by the Customer by the due dates and according to the procedure specified in the Contract; 4.2.2. to perform the Work following the requirements established in the Contract and in the legislation and to ensure fulfilment of the obligations arising from the Contract in accordance with good practice; 4.2.3. to involve third parties in the performance of the Work with the written consent of the Customer; 4.2.4. to allow the Customer to check the progress of the Work and to present information at the request of the Customer on the performance of the Work; 4.2.5. to notify the Customer immediately of any delays in the performance of the Work, also to notify the Customer of any other circumstances that may have an impact on or impede the fulfilment of the obligations or exercising of rights provided in the Contract; 4.2.6. in the case of non-conformity of the Work to the terms and conditions of the Contract to remove any shortcomings in the Work at the request of the Customer or to present a new Work which conforms to the terms and conditions of the Contract by the due date indicated by the Customer; 4.2.7. to keep the data and information acquired in the course of performance of the Work and all results of Work (confidential information) fully confidential before third persons and not use the confidential information in ill faith for its own benefit; The restrictions on the use and disclosure shall not apply to any information which is: • proven to have been known to the Contractor prior to the time of its receipt pursuant to this Contract or • in the public domain at the time of disclosure to the Contractor or thereafter enters the public domain without breach of the terms of this Contract or • lawfully acquired by the Contractor from an independent source having a bona fide right to disclose the same; or • independently developed by an employee of the Contractor who has not had access to any of the Confidential Information of the Customer. 4.2.8. to undertake to return or destroy the data and information provided by the customer to the contractor for the performance of the service upon termination or expiration of the contract. The Contractor is not entitled to use data and information provided by the Customer for performance of the Contract for any purpose without the prior written consent of the Customer. 4.2.9. to assign to the Customer all proprietary rights related to the Work from the moment of approval of the Work by the Customer. The Contractor shall have no right to transfer to third persons any rights which are similar to the rights surrendered to the Customer. The Customer may use such rights at their discretion in any way, without geographical or other restrictions; including, but not limited to, transfer the assigned intellectual property and enter into license and other agreements regarding the property. 4.2.10. to give the Customer a permission to exercise intellectual property rights related to the Work which are non-transferable by law (e.g. the author´s moral rights) to the maximum extent permitted by law. Such permission, with the right to grant sublicenses, is given for the entire term of validity of the rights. 4.2.11. the Contractor hereby confirms its full authorisation for property rights assignment and moral rights permission to the Customer, and in the case of any claims of third persons to the Customer in relation to these rights, the Contractor shall compensate to the Customer any damage and expenses arising from such claims. 5. Delivery and acceptance of the Work and approval of the Work 5.1. The Contractor shall send monthly timetables that include: • Description of tasks. • Task execution period (time and duration with precision of 15 min). • Name and position of executor. by the 5th of the month following each month, together with invoice. 5.2. The Customer shall review the Work and send to the Contractor the written notice on the approval or disapproval of the Work within 5 working days from the date of receiving the timetables. If the above-mentioned written notice is not sent within the term specified, the Work shall be deemed as approved by the Customer. 5.3. If the Work does not conform to the terms and conditions of this Contract, the Customer shall indicate the specific shortcomings of the Work and set a reasonable term for their removal or for the performance of a new Work which conforms to the terms and conditions of the Contract. 6. Amount of the payment, due dates and procedure for payments 6.1. Consultancy rate including all taxes is 100€ per hour. 6.2 Contract covers maximum of 290 hours of consultancy services until 31.08.2024 with maximum cost of EUR 29 000 including costs specified in Article 6.4. 6.3 All VAT obligations shall be paid by the Parties separately in the countries they are registered in. 6.4 Travel and accommodation costs of site visit(s) will be reimbursed based on invoices according to following terms: 6.4.1. Travel costs (economy class only). 6.4.2 Travel day is capped at 8h. 6.4.3. Hotel accommodation rate in Estonia up to 110 (one hundred and ten) euros per person per day. 6.5. The Customer shall pay for the Work monthly, after the acceptance of the timetables as stated in Article 5. Payments will be made within 21 calendar days from the reception of the invoice presented by the Contractor. 7. Liability 7.1. A Party which has violated the Contract shall have to compensate the related damage to the other Party. 7.2. If the Work does not conform to the requirements agreed upon in the Contract, the Contractor shall be liable for the violation of the Contract. 7.3. Contractor is not liable for any claim for loss or damage whatsoever resulting from any commercial decisions made or actions taken based on Contractor conclusions and recommendations. 7.4. If the Contractor violates obligation of confidentiality according to Article 4.2.7, the Customer shall have the right to claim a contractual penalty up to ten thousand (10 000) euros for each violation as well as damages caused up to the amount of the contract.  7.5. If the Contractor violates any obligations arising from the Contract, the Customer shall have the right to request the removal of the violations by setting a reasonable deadline to the Contractor for the removal of the violation. 7.6. If the Work does not conform to the requirements and the Contractor fails to remove the shortcomings or to present a new Work performed according to the requirements by the due date set by the Customer according to Article 5.3, the Customer shall have the right to reduce the agreed price of the Work by up to 20 % and/or to withdraw from the Contract and to request compensation for the damage caused. 7.7. In the case of a failure to pay in due time the invoice for the Work performed according to the requirements and approved by the Customer, the Customer shall have to pay an overdue for delay, which shall be 0.1% (nought point one percent) of the price of the work for each calendar day in delay, but not more than 20% (twenty percent) of the price of the relevant work. 7.8. Payment of the fines for delay and forfeits specified in the Contract shall not relieve the Parties from the fulfilment of other obligations arising from the legislation and from this Contract. 8. Force Majeure 8.1. The Parties shall be liable for the violation of their obligations, except if the violation was justifiable. Violation of an obligation is justifiable if it was caused by circumstances which were unforeseeable or not under the control of the Party (force majeure). Impeding circumstances which were not under the control of a Party or which the Party could not reasonably have expected to take into account or prevent or overcome or to overcome their consequences at the time of signing this Contract are regarded as force majeure. 8.2. In the case of occurrence of a force majeure, the terms specified in the Contract shall be extended by the period during which the factors of a force majeure shall keep it from the fulfilment of the Contract. 8.3. The Party which violates the Contract due to the circumstances of a force majeure shall have to notify the other Party of the circumstances of the force majeure and their effect immediately after the Party became aware of the circumstances of a force majeure. A Party shall be obliged to take measures as much as possible for the prevention of the damage caused by the circumstances of a force majeure or its consequences or for the reduction of their impact. The Party shall be obliged to continue the fulfilment of its contractual obligations as soon as the circumstances of a force majeure have been removed. 9. Exchange of information 9.1. The Parties shall be obliged to inform each other of any circumstances which may have an effect on or impede the fulfilment of obligations or exercising of rights specified in the Contract. 9.2. Any notices and information related to the fulfilment of the Contract or arising from the Contract shall be deemed as presented formally and according to the Contract if these notices have been sent to the Party in writing (or electronically) or delivered to  the other Party against signature at the address indicated in the Contract which the Party has informed the other Party of in writing after signing the Contract. 9.3. Requests for termination of the Contract by the Parties, also claims of one Party to the other due to a violation of the Contract shall have to be in writing above all. An informative message can also be given over the phone. 9.4. A Party shall inform the other Party of any changes in the information presented in the Contract within 2 (two) working days from the date of making the changes. 10. Validity, amendment and termination of the Contract 10.1. This Contract shall take effect from the moment of signing the Contract by both Parties and shall remain in effect until reaching one of the criteria specified in Article 6.2. 10.2. The Parties shall have the right to agree on amendment of the Contract only in case the amendment is due to objective circumstances which could not be anticipated by the Customer during the award of the Contract and in case of leaving the Contract unchanged, the achievement of the objective set with the Contract would be fully or in material part set at risk. 10.3. The Customer may discontinue the Contract at any time independent of the reason without the term of advance notice. In this event the Customer shall be obliged to reimburse the Contractor for work accrued prior to the effective date of termination. 10.4. In case the Contractor has not delivered the Work to the Customer no later than 1 (one) month after the term specified in Article 5.3, the Customer shall have the right of unilateral withdrawal without paying the Contractor the agreed remuneration and to claim the contractual penalty as well as damages caused. 10.5. In case the Customer has delayed remunerating the Contractor for more than 1 month over the due date mentioned in Article 6.2, the Contractor shall have the right of unilateral withdrawal and to claim the contractual penalty as well as damages caused. 11. Settlement of disputes 11.1. Any disputes arising from the fulfilment, amendment, termination of the Contract or from bearing the respective liability shall be settled by way of negotiations. 11.2. If no agreement is reached as a result of the negotiations, the dispute shall be settled according to the procedure provided in the legislation at the court of law of the jurisdiction of the Customer by the laws of Estonian Republic. 11.3. The Contract shall be interpreted proceeding from the joint actual intentions of the Parties even if it deviates from the customary meaning of the words. If the joint actual intentions of the Parties cannot be determined, the Contract shall be interpreted in such a manner as a reasonable person similar to the other Party should have understood the Contract in similar circumstances. 11.4. A provision of the Contract shall be interpreted in combination with other provisions of the Contract by assigning each of them a meaning proceeding from the meaning of the Contract as a whole. 12. Other provisions  12.1. Neither Party can assign to third persons any rights or obligations arising from this Contract without the consent of the other Party. 12.2. The Contract has been drawn up in two originals legally equal in power, one for each Party. 13. Authorised representatives of the Parties 13.1. The authorised representative of the Customer in the fulfilment and verification and acceptance of the terms and conditions of this Contract is Tiit Kaasik, phone: +37251908839, e-mail address: [email protected]. 13.2. The authorised representative of the Contractor in the fulfilment and verification of the terms and conditions of this Contract is Dag Øistein Eriksen, e-mail address: [email protected]. 13.3. The authorised representative of the Customer shall have the right to represent the Customer in all issues related to the Contract, except issues related to the amendment of the Contract (above all increasing the volume of the Contract, significant changes in the object and/or due date of the Contract), unilateral termination of a Contract with a definite term and presentation of a claim for forfeit, fine for delay and/or damages. 13.4. If the Contractor or Customer replaces its representative with another person, it will inform the other Party immediately of the fact in writing. Signatures of the Parties: Contractor: Customer: Primus.inter.pares AS Geological Survey of Estonia Kongsberggata 20, 0468 Oslo Norway F. R. Kreutzwaldi 5 44314, Rakvere Registry code : NO 889361212 Registry code 77000387 Phone : +47 948 07 505 Phone: +372 630 2333 E-mail: [email protected] E-mail: [email protected] Dag Øistein Eriksen Sirli Sipp Kulli Chief Executive Officer Director