Extract to table

• Appendix A: Enhanced Antitrust Compliance Program (a detailed description of the compliance requirements TMC must implement and maintain during the NPA term)

" • Add a clause to the Recitals stating: "This Agreement does not constitute an admission of guilt or criminal liability by TMC, and TMC's entry into this Agreement shall not be construed as such in any proceeding

However, we have identified two significant concerns that must be addressed

Payment Mechanics The DOJ Draft specifies that the monetary payment shall be made in a single lump sum within 30 days of execution of the NPA

Before declaring a material breach, DOJ must provide TMC with written notice specifying the nature and factual basis of the alleged breach

TMC shall have a period of 30 calendar days from receipt of such notice to cure the alleged breach