Contract analysis

1. Scope and Voluntary Nature of the Proffer 1.1. Ms. Chu is a current employee of Torchlight Mining Corp., where she holds the title of Director, Pricing Analytics, U.S. Specialty Minerals Division. Ms. Chu has been employed by TMC in various capacities within the Pricing Analytics function since approximately June 2016, and has served in her current role since January 2020. Ms. Chu's responsibilities include, among

2. Queen-for-a-Day Protections (Use Restrictions) 2.1. Core Use Restriction. The parties agree that no statements made by Ms. Chu during the Proffer Session, and no information directly derived from such statements, may be used against Ms. Chu individually in any criminal prosecution brought by the Division or any component of the United States Department of Justice. This restriction constitutes the central protectio

3. Presence of Counsel 3.1. Ms. Chu will be accompanied by counsel from Calderwood & Harkness LLP at the Proffer Session. Specifically, Aaron Liu, Lead Associate in the Firm's Antitrust & Competition Practice Group, will attend the Proffer Session as Ms. Chu's accompanying counsel. Mr. Liu is a member in good standing of the State Bar of California and is admitted to practice before the United States District Court f

4. Attorney-Client Privilege and Work-Product Protection 4.1. The Proffer Session is not intended to waive, and shall not be construed as waiving, any attorney-client privilege, work-product protection, joint defense privilege, common interest privilege, or any other applicable privilege or protection held by Ms. Chu individually or by Torchlight Mining Corp. The parties agree that Ms. Chu's voluntary participation i

5. Recording and Memorialization 5.1. The Division may have one or more Division attorneys and/or Special Agents of the Federal Bureau of Investigation present during the Proffer Session. The Division shall identify all individuals who will be present on behalf of the government prior to the commencement of the session. 5.2. The Division may prepare a memorandum memorializing the Proffer Session, including but not li

6. No Immunity; No Obligation to Enter Further Agreements 6.1. This proffer agreement does not constitute a grant of immunity to Ms. Chu, whether transactional immunity, use immunity, or derivative-use immunity, except to the limited extent of the Use Restriction set forth in Section 2 of this letter. Ms. Chu understands that she remains subject to criminal prosecution based on evidence obtained independently of the

7. Modification and Integration 7.1. This letter constitutes the entire agreement between the parties with respect to the terms and conditions governing Ms. Chu's Proffer Session on March 10, 2023, and supersedes all prior or contemporaneous oral or written communications, proposals, representations, and understandings relating to the subject matter hereof. 7.2. No modification, amendment, supplement, or waiver of an