Nuclear Regulatory Consulting and Strategic Advisory Agreement

1 Consulting and Strategic Advisory Services

Thorium Power shall provide the following services to FANR:

A detailed description of the services (‘Services”) is provided in ATTACHMENT A - STATEMENT OF WORK , which may be modified from time to time by agreement between the Parties as described below.

Thorium Power shall determine, in its best judgment and in consultation with FANR, the method and manner of providing its Services towards meeting the program objectives of FANR and plans outlined in the Roadmap.

In order to provide the Services, Thorium Power shall provide the resources as described in ATTACHMENT B-THORIUM POWER RESOURCES, , which may be amended from time to time by agreement between the Parties as described in Section 1.5 (Quarterly Reviews).

In the case FANR wishes to increase the amount of Services and corresponding resources provided by Thorium Power, the Parties will agree on the time plan for such changes, and Thorium Power will use its best efforts to provide the resources according to the plan.

In the case FANR wishes to reduce the amount of Services and corresponding resources provided by Thorium, FANR shall give Thorium Power four (4) weeks notice to this effect, and shall pay Thorium Power at the prevailing rate for Services and corresponding expenses during such notice period. In the case such reduction of resources during any consecutive three (3) month period exceeds fifty percent (50%) of the prevailing total resource billings for Thorium Power Resources at the beginning of the period, FANR shall compensate Thorium Power for the group of resources corresponding to such reduction in the same manner as described in Section 3.3 ( Termination for Convenience); provided however, that no such “Termination for Convenience” compensation will be required in the case that Thorium Power’s resources providing Services do not exceed five (5) full-time equivalents.

FANR will use its reasonable endeavours to provide the resources, facilitate the provision of resources from other UAE Government entities, perform the tasks and provide the support to Thorium Power as described in ATTACHMENT C—FANR SUPPORT , which may be amended from time to time by agreement between the Parties as described in Section 1.5 (Quarterly Reviews). Provided that breach of this obligation shall only entitle Thorium Power to relief from its obligations to perform the Services to the extent such obligations cannot be performed as a result of such breach and it shall not be entitled to any other remedies or compensation.

Thorium Power shall receive compensation and invoice FANR in accordance with  ATTACHMENT D- COMPENSATION

Thorium Power will plan and facilitate quarterly reviews of the activities of the Parties under this Agreement, where the Parties will:

2   Staff Management 

The overall objective of this Agreement is the development of an exemplary nuclear regulatory authority in the UAE according to the plans outlined in the Roadmap. Thorium Power and FANR will cooperate to balance the need for speed of implementing the nuclear energy program in the UAE, the need for experienced experts, the need to develop a cadre of domestic nuclear regulatory experts over time, and the need to manage resource costs.

Thorium Power will support FANR in direct hiring of nuclear related personnel by FANR.

As part of managing the staffing for the nuclear regulatory activities in the UAE, Thorium Power shall, if and to the extent directed by FANR, over time, provide for a structured transfer of certain Thorium Power staff from its payroll into a direct contractual relationship with FANR. The Parties shall discuss and agree on the need for such transfers during the regular program reviews described in Section 1.5 (Quarterly Reviews).

If, from time to time, FANR directs that there is to be the transfer of any staff in accordance with this Section 2.3, the provisions for the transfer of such staff from Thorium Power’s payroll to FANR’s payroll shall be as follows:

Except as provided in this Article 2 (Staff Management) , during the period commencing on the date hereof and ending one (1) year after the termination of Thorium Power’s engagement under this Agreement or any extension thereof (the “Restricted Period”), FANR and its affiliates shall not directly or indirectly induce, solicit, persuade or entice or attempt to induce, solicit, persuade or entice any of the employees, of Thorium Power that were directly engaged in the provision of the Services to FANR to leave the employment of Thorium Power. For the avoidance of doubt, this provision does not apply in relation to any consultants to or agents of Thorium Power.

3   Term and Termination

The term of this Agreement shall be five (5) years after the Effective Date unless earlier terminated as described below. Provided, however, that absent a termination notice from either Party, this Agreement shall be extended for one (1) year on the fourth (4 ^th ) anniversary of the Effective Date and every anniversary date thereafter such that the term of the Agreement will always have at least one (1) full year to run.

Subject to Section 1.2, this Agreement may be terminated (i) by either Party for the other Party’s default in materially complying with the provisions of this Agreement, and (ii) by FANR for Thorium Power’s default in materially complying with the provisions of the Nuclear Energy Program Consulting and Strategic Advisory Agreement between Thorium Power and the Emirates Nuclear Energy Corporation (“ENEC”) of even date hereto, by giving written notice of the default to the other Party and by allowing the other Party thirty (30) calendar days to cure any such default, if curable. If the default has not been cured within the period allowed for curing the default, this Agreement may be terminated with thirty (30) calendar days written notice. Upon termination of this Agreement for cause by either Party, FANR shall only be required to pay Thorium Power for Services performed and expenses incurred before the effective date of such termination.

Subject to Article 14, this Agreement may be terminated by FANR for its convenience by giving ninety (90) calendar days’ prior written notice to Thorium Power. During that period Thorium Power shall work with FANR to make an orderly exit. Notwithstanding any limitation on consequential damages in Section 7.1 (Disclaimer of Consequential Damages ), upon such termination, FANR shall compensate Thorium Power for (i) all Services performed and expenses before the effective date of such termination and (ii) an additional wind-down fee which shall be the sum of the compensation for a period of four (4) weeks for all Thorium Power full time equivalent resources working under this Agreement on the date of termination, as compensation for Thorium Power’s expenses in connection with the termination of infrastructure contracts and other contracts benefiting the Services which may not be immediately cancellable. Such compensation shall be an exclusive remedy and shall be in full and final settlement of all claims arising from such termination and shall exclude all other liability of whatever nature arising in connection with the termination.

4   Confidentiality

The term “Confidential Information” shall mean this Agreement and all trade secrets, data, know-how, data or other information and materials, business strategies, plans and procedures, business information, proprietary information, of a Party, the UAE, any Emirate of the UAE or any sub-division or governmental entity (including any regulator even where independent) of any of the foregoing, as well as any other information and materials that are deemed confidential or proprietary to or by a Party and are appropriately identified and designated as such by that Party. All information and documents of any nature provided to Thorium Power (whether before or after the Effective Date) by or on behalf of the EAA, FANR, ENEC, any other governmental entity, agency, regulator or corporation of the UAE or Abu Dhabi or any person owned or controlled by any of the foregoing (including all information, documents and advice provided to any of those entities by any legal adviser to any of those entities which is also received by Thorium Power) is hereby designated as Confidential Information by FANR.

Thorium Power acknowledges and agrees that it owes a duty to FANR maintain in strict confidence all Confidential Information (as defined above) it has received or learned, or, which it has developed for FANR, during the term of this Agreement. Thorium Power shall take all steps reasonably necessary to prevent the unauthorized disclosure or dissemination of such Confidential Information for any reason and to any person or entity, except with the prior written consent of FANR. In addition, Thorium Power shall not use or copy any such Confidential Information, or authorize or permit others to use any such Confidential Information, for any purposes other than in connection with performance of the Services. Notwithstanding the foregoing, Thorium Power may disclose such Confidential Information to those of its officers, employees, and consultants of Thorium Power (each, a “ Representative ,” and collectively, “ Representatives ”) who have a need to know such information in connection with performance of the Services under this Agreement provided that each Representative, prior to such disclosure, is informed by Thorium Power of the confidential nature of such information and of the confidentiality obligations imposed on Thorium Power under this Agreement. Thorium Power shall be responsible for any and all breaches of the provisions of this Article 4 (Confidentiality ) by its Representatives. As used herein, “steps reasonably necessary” means the steps that a Party takes to protect its own, similarly confidential or proprietary information, which steps shall not be less than a reasonable standard of care.

Upon learning of any actual or threatened unauthorized disclosure or use of Confidential Information, Thorium Power shall provide FANR with notice thereof and cooperate with FANR in efforts to prevent or remediate such disclosure.

Notwithstanding the foregoing paragraph, “Confidential Information” shall not include any information that: (i) at the time of disclosure is in the public domain, or after disclosure becomes, through no fault of the receiving Party, part of the public domain as evidenced by generally available documents or publications; (ii) was or is supplied to the receiving Party by a third party as a matter of right and which is not subject to any restriction as to confidential treatment on the part of said third party; (iii) was available to the receiving Party on a non-confidential basis prior to its disclosure to the receiving Party by the disclosing Party; or (iv) was or is independently developed by the receiving Party or its Representatives without use of Confidential Information.

Thorium Power shall immediately notify FANR of any request by any third person, court, governmental or administrative body that Confidential Information be disclosed. The Parties shall cooperate in all efforts to protect the Confidential Information from disclosure and lessen the effects of such disclosure, consistent with applicable laws.

Upon the termination or expiration of this Agreement, or at any other time upon the written request of FANR, Thorium Power shall promptly return to FANR (or if FANR so request destroy) all Confidential Information (or, where the request is limited to specific information, such of it as may be specified in the request) in Thorium Power's or its staff's possession or control, together with all copies, summaries and analyses thereof, regardless of the format in which such information exists or is stored and shall procure the return or destruction of such information from any person to whom it has disclosed that confidential information. Within five (5) business days following the expiration or earlier termination of this Agreement, or any written request as set forth above, Thorium Power shall provide the other with a written certification of its compliance with the provisions of this Section 4.6 (Return or Destruction of Confidential Information ).

Thorium Power acknowledges that information and documents provided to it by any entity which contains advice from legal advisers to the EAA, ENEC, FANR, any other governmental entity, agency, regulator or corporation of the UAE or Abu Dhabi or any person owned or controlled by any of the foregoing is subject to legal professional privilege and the benefit of that privileged advice belongs to the relevant entity and no disclosure to Thorium Power or by Thorium Power shall be considered to be a waiver by the EAA, ENEC, FANR, any other governmental entity, agency, regulator or corporation of the UAE or Abu Dhabi or any person owned or controlled by any of the foregoing of such legal professional privilege or any other right of privilege which it may have or be able to assert in respect of that information.

5   Intellectual Property

All inventions, original works of authorship, findings, conclusions, data, discoveries, developments, concepts, improvements, trade secrets, techniques, processes, methodologies and know-how, whether or not patentable or registerable under copyright or similar laws, which the Parties may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, in the performance of the Services under this Agreement (collectively, the “Inventions”) as well as any and all intellectual property rights inherent in the Inventions and appurtenant thereto including, without limitation, all patent rights, copyrights, trademarks, know-how and trade secrets (collectively, “Intellectual Property Rights”), shall become the sole property of FANR.

Upon the request and at the expense of the other Party, any and all instruments and documents shall be executed and delivered and any other acts shall be taken as may be necessary or desirable to ensure that the Inventions and the Intellectual Property Rights are the sole property of FANR or to enable FANR to secure its rights in the Inventions and the Intellectual Property Rights in any and all jurisdictions.

6   Limited Warranty and Disclaimer 

THORIUM POWER WARRANTS TO FANR THAT (A) THE SERVICES WILL BE PERFORMED BY SUITABLY QUALIFIED AND EXPERIENCED PERSONNEL AS SPECIFIED IN THIS AGREEMENT TO RECOGNIZED NUCLEAR INDUSTRY STANDARDS AND WITH ALL REASONABLE SKILL AND CARE; (B) IN CONDUCTING THE SERVICES AND CREATING THE DELIVERABLES THORIUM POWER WILL NOT INFRINGE THE COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHTS OR MISAPPROPRIATE OR MISUSE THE CONFIDENTIAL INFORMATION OF ANY THIRD PARTY. THORIUM POWER WARRANTS TO USE ITS BEST EFFORTS TO ENSURE THAT ANY RESULTS, DELIVERABLES OR TECHNICAL DATA PROVIDED WILL BE ERROR FREE, CONFORM TO ANY RELIABILITY OR PERFORMANCE STANDARDS AND WILL MEET FANR’S NEEDS AND OBJECTIVES. THESE WARRANTIES ARE THE ONLY WARRANTIES GIVEN BY THORIUM POWER. THORIUM POWER HEREBY EXPRESSLY EXCLUDES AND DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES OR THE DELIVERABLES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY OR GUARANTY OF ABSENCE OF HIDDEN DEFECTS, ANY OTHER WARRANTY OF NON-INFRINGEMENT, AND ANY WARRANTY THAT MAY ARISE BY REASON OF USAGE OF TRADE, CUSTOM OR COURSE OF DEALING.

The compensation for any rework shall be as stated in ATTACHMENT D- COMPENSATION .

7   Disclaimers and Limitations of Liability

Neither Party shall be liable to the other Party hereto for any consequential, incidental, indirect, special, punitive or