Purchase Agreement – Alcoa

A.

, a corporation incorporated in the Commonwealth of Pennsylvania, United
States of America, with a mailing address of 390 Park Avenue, New York, NY
10022, U.S.A. (“Alcoa“); and

B.

, a corporation incorporated in the British Virgin Islands with a mailing
address of c/o Trident Chambers, P.O. Box 146, Road Town, Tortola, British
Virgin Islands (“Investor“); and

C.

, a corporation organized under the laws of Saudi Arabia, whose principal
place of business is at Abunayyan Headquarters Building, 8915 King Abdulaziz
Road, Al Wizarat District, P.O. Box 321, Riyadh 11411, Kingdom of Saudi Arabia
(“Guarantor“).

. Except as otherwise set forth in this Agreement, all capitalized terms have
the meaning given to such in the Memorandum and/or the JV Shareholders Agreement
(as defined in the Memorandum).

Upon payment by Alcoa (and receipt by the Investor) of the sum of Sixty
Million U.S. Dollars (USD 60,000,000) (the “Purchase Price“) in
accordance with Clause 3 (Payment of Purchase Price) of this Agreement, Alcoa
will acquire, and Investor will sell all right, title and interest in and to its
participation in the SPVs and in the joint venture with Ma’aden, and all rights
and obligations of the Parties and their Affiliates (including, without
limitation, their respective parents, subsidiaries, assigns, transferees,
representatives, principals, officers, directors, shareholders, partners,
agents, attorneys, employees and all persons acting by, through or in concert
with them) under the Relevant Agreements (including, without limitation, the
Agreed Form Note Purchase Agreements and the Agreed Form Shareholders Agreements
in respect of each of the SPV Companies, the Agreed Form Parent Company
Guarantee given by the Guarantor and the Agreed Form Parent Company Guarantee
given by Alcoa, and all rights and obligations in respect of Royalties and
Completion Guarantees) will terminate.

. The Purchase Price shall be paid, forthwith upon the execution of this
Agreement, in full and without deduction or set-off in any amount by electronic
funds transfer in United States Dollars and in immediately available funds to
the bank account, details of which are set out in Clause 3(b) below (the
“Nominated Account“).

Alcoa shall send a copy of the transfer instruction by facsimile to: Aluminum
Financing Limited, c/o Mr Mohammed A. Abunayyan, Sole Director (+966
(1) 479-3312) within four (4) hours of issuance of the transfer instruction to
its bankers.

The receipt by the Investor of the full Purchase Price in the Nominated
Account shall constitute proper discharge of Alcoa’s obligation to pay the
Purchase Price:

Account Name:

A. Abunayyan Trading Corp.

Bank Name:

Arab National Bank

P.O. Box 56921

Riyadh 11564

Kingdom of Saudi Arabia

Currency:

United States Dollars (USD)

SWIFT Code:

ARNBSARI

Account Number:

6708051753360016

IBAN:

SA3830406708051753360016

Payment of the Purchase Price by Alcoa shall be made free of any deduction,
withholding or retention of or for taxes, bank fees charged by Alcoa’s bankers,
costs of electronic funds transfer or any other fees or charges. For the
avoidance of doubt, Investor shall be solely responsible for beneficiary’s
bank’s fees and charges and for any taxes imposed or levied by any Saudi Arabian
taxing authority and Alcoa shall be solely responsible for the sending bank’s
fees and charges and for any taxes imposed or levied by any non-Saudi Arabian
taxing authority. If any such taxes are imposed or levied by any non-Saudi
taxing authority, the Investor will, at the cost and expense of Alcoa, cooperate
in good faith to take such reasonable action and to provide the relevant taxing
authority with such documentation as to allow the refund of any such taxes.

. Upon payment by Alcoa (and receipt by the Investor) of the Purchase Price,
except with respect to the obligations of Alcoa, Investor and Guarantor under
this Agreement, Alcoa, Investor and Guarantor each, on behalf of itself and its
Affiliates and anyone claiming through them, do hereby absolutely,
unconditionally and irrevocably waive, release and discharge each other (and
their respective parents, subsidiaries, assigns, transferees, representatives,
principals, officers, directors, shareholders, partners, agents, attorneys,
employees and all persons acting by, through or in concert with them) from any
and all manner or right, action, cause of action, suit, lien, damage, claim or
demand of whatever kind and nature, known and unknown, accrued and not yet
accrued, fixed or contingent, foreseen and unforeseen, whether in law or equity,
that such Party or its Affiliates (and their respective parents, subsidiaries,
assigns, transferees, representatives, principals, officers, directors,
shareholders, partners, agents, attorneys, employees and all persons acting by,
through or in concert with them) may now have or hereafter obtain relating to or
arising out of the Relevant Agreements (the “Released
Claims“). In connection with their waiver and relinquishments set forth
in this Clause 4 (Release), Alcoa, Investor and Guarantor acknowledge that they
are aware that they may hereafter discover claims or facts in addition to or
different from those which they now know or believe to exist with respect to the
subject matter of this Agreement, but it is their intention to fully, finally
and forever settle and release all of the disputes and differences known or
unknown, suspected or unsuspected, which do not exist, may exist in the future
or have ever existed with one another, and as such agree that this Agreement and
its terms, including the releases, waivers and discharges contained herein,
shall be and remain effective in all respects notwithstanding such additional or
different facts or the discovery thereof, provided that this clause does not
limit the liability of a Party in respect of fraudulent misrepresentation or
wilful misconduct. For the avoidance of doubt, the waiver, release and discharge
contained in this Clause 4 (Release) does not waive, release or discharge claims
for indemnification under this Agreement or for breach of this Agreement by a
Party.

Agreement not to Sue. Upon payment by
Alcoa (and receipt by the Investor) of the Purchase Price, each Party, on behalf
of itself and its respective Affiliates, parents, subsidiaries, assigns,
transferees, representatives, principals, officers, directors,

shareholders, partners, agents, attorneys, employees and all persons acting
by, through or in concert with them, agrees not to file or cause to be filed
against the other Party and/or its respective Affiliates, parents, subsidiaries,
assigns, transferees, representatives, principals, officers, directors,
shareholders, partners, agents, attorneys, employees and all persons acting by,
through or in concert with them before any board, arbitrator, any court of law
or any administrative agency within the Kingdom of Saudi Arabia, the United
Kingdom, the United States or elsewhere, any charge, complaint or action arising
out of or relating to any of the Released Claims. Each Party shall indemnify the
other Party and its respective Affiliates, parents, subsidiaries, assigns,
transferees, representatives, principals, officers, directors, shareholders,
partners, agents, attorneys, employees and all persons acting by, through or in
concert with them, against all costs and damages (including legal expenses)
incurred in any future actions, claims or proceedings which are brought in
breach of this Clause 5 (Agreement not to Sue).

. Without prejudice to the Parties’ rights and obligations under Clause 8
(Announcements) of this Agreement, each Party will:

ensure that any confidential information regarding the Project or any other
Party which it learned in the course of negotiations for, or carrying out of the
Relevant Agreements or this Agreement, is treated by it in strict confidence;

only disclose such information to its directors, officers, employees,
professional advisers or consultants, or to any bank or financial institution
from whom the Party is seeking finance, to the extent that such disclosure is
necessary;

not make use of such information for purposes other than the implementation
of the Parties’ obligations hereunder unless such information:
(i) is known to such Party prior to learning of it from the
other; (ii) is obtained by such Party from a source other than
the disclosing Party, which source (A) did not require such
Party to hold such secrets or information in confidence and
(B) did not limit or restrict such Party’s use thereof;
(iii) becomes public knowledge other than through the fault of
such Party; (iv) is required to be disclosed by any competent
legal or regulatory authority; (v) is required to be disclosed
by any internationally recognized stock exchange, provided that in any such case
the disclosing Party shall provide prompt written notice to the other Party
prior to making such disclosure and provide details of the proposed form, nature
and purpose of such disclosure so that the other Party may seek a protective
order or other appropriate remedy or waive compliance with the provisions of
this clause; (vi) is independently developed by such Party;
(vii) is permitted to be used or disclosed pursuant to the
terms of a separate agreement between the disclosing Party and the other Party,
in which case such use or disclosure shall be governed by the terms of the
relevant agreement; or (viii) is used, only insofar as is
necessary, to implement and enforce any of the terms of this Agreement; and

impose on its professional advisers or consultants, or any bank or financial
institution from whom the Party is seeking finance, an equivalent obligation of
confidentiality and shall obtain an undertaking of strict confidentiality from
such professional advisers or consultants, or financial institution from whom
the Party is seeking finance, on the terms set out in this Section 6.

. Each Party represents and warrants to the other that:

it has the power and authority to execute, deliver and perform this Agreement
(including as to any obligation to procure the performance of any Affiliate),
and all necessary corporate and other action has been taken to authorize the
execution, delivery and performance of this Agreement;

its officers or directors have the power and authority to act on its behalf
in entering into this Agreement;

this Agreement has been duly executed and constitutes a valid, legal and
binding obligation of such party enforceable in accordance with its terms;

no part of the Purchase Price received under this Agreement will be paid,
directly or indirectly, to a government official for the purpose of:
(i) influencing any act or decision of a government official in
its official capacity, including the failure to perform an official function, in
order to assist itself or any other person in obtaining or retaining business,
or directing business to any third party; (ii) securing an
improper advantage; (iii) inducing a government official to use
its influence to affect or influence any act or decision of a governmental
authority in order to assist itself or any other person in obtaining or
retaining business, or directing business to any third party; or
(iv) providing an unlawful personal gain or benefit, of
financial or other value, to a government official; and

no consent, authorisation, license, permit, registration or approval of, or
exemption or other action by, any governmental authority or any other person is
required in connection with its execution, delivery and performance of this
Agreement, or if any such consent is required, it has satisfied the applicable
requirements.

Announcements. Any governmental filing
(including United States Securities and Exchange Commission Form 8-K, Form 10-K
and Form 10-Q), news release, public announcement or media announcement proposed
to be released by a Party in connection with this Agreement (collectively,
“Announcements“), whether directly or indirectly, shall be
subject to the prior written consent of the other Parties, which consent shall
not be unreasonably withheld. No Announcement shall be made unless it is in the
form approved by the Parties in writing. A copy of Alcoa’s Form 8-K concerning
this Agreement and the Amendment of the JV Shareholders Agreement with Ma’aden
has been approved by Investor and Guarantor. The Parties agree not to
communicate with third parties in a

manner inconsistent with, or in a manner that discloses additional
information of substance to, the agreed Announcements, the intention being that
the spirit and meaning of the message conveyed by the agreed Announcements will
be faithfully conveyed. For the avoidance of doubt, any Announcement made
pursuant to a mandatory filing requirement or other mandatory requirement shall
be subject to the terms of this Clause 8 (Announcements) and shall in no event
be construed as an exception to the requirement for prior approval from the
other Parties.

. This Agreement, the relationship of the Parties connected with it and any
dispute arising out of or in connection with it or its subject matter or
formation (including non-contractual disputes or claims) shall be governed by,
interpreted and enforced in accordance with the laws of England and Wales
without giving effect to principles of conflicts of law.

.

All disputes arising out of or in connection with the Agreement shall be, if
requested by any Party, referred to and finally settled by arbitration under the
Rules of London Court of International Arbitration as amended or substituted
from time to time (the “LCIA Rules“), which LCIA Rules are
deemed to be incorporated into this Agreement. Arbitration shall be the
exclusive method for resolution of the dispute and the determination of the
arbitrators shall be final and binding. The Parties agree that they will give
conclusive effect to the arbitrators’ determination and award and that judgment
thereon may be entered and enforced by any court of appropriate jurisdiction.
The tribunal shall consist of three (3) arbitrators, one of whom shall be
appointed by Alcoa, the second of whom shall be appointed jointly by the
Investor and the Guarantor and the third of whom, who shall act as chairman,
shall be jointly nominated by the two arbitrators nominated by the Parties.
Failing agreement as to the identity of the third arbitrator within five
(5) business days of the two arbitrators nominated by the Parties being required
to do so by the Parties, such third arbitrator shall be nominated by the London
Court of International Arbitration in accordance with the LCIA Rules. The place
of arbitration shall be London, England. The language to be used in the
arbitration shall be English, and any documents or portions of them presented at
such arbitration in a language other than English shall be accompanied by an
English translation thereof. The arbitrators shall decide such dispute in
accordance with the substantive laws of England applicable hereto.

It is expressly agreed that the right to appeal on a point of
law to the High Court of England and Wales or to apply to such court for the
determination of a preliminary point of law is excluded. The parties to the
arbitration may, however, make an application to any court having jurisdiction
for interim relief, for registration of the award, for judgment on the award to
be entered and/or for enforcement of the award, including enforcement of any
award granting interlocutory relief, against

another party to the arbitration, and for the obtaining of evidence (whether
by discovery of documents, interrogatories, affidavits or testimony of witnesses
or whatever) which the arbitrator directs shall be admitted in the actual
proceedings.

It is the Parties’ mutual and express intent that this arbitration provision
be interpreted broadly to cover any and all disputes between them arising out of
or in relation to this Agreement or its performance, negotiation, or
termination, whether the dispute is contractual, quasi-contractual, under any
applicable statute, tortious (including, without limitation, claims of fraud or
misrepresentation) or otherwise. If there is any ambiguity or uncertainty as to
whether a particular dispute is subject to this arbitration provision, it is to
be resolved in favour of this arbitration provision applying to the dispute. The
Parties expressly desire that any arbitral body or judicial body interpreting
this provision give it full, broad and complete effect to the maximum extent
permitted by law.

The Parties irrevocably appoint the entities listed below as their respective
agents to receive on their behalf in England or Wales service of any proceedings
under this Clause 10 (Jurisdiction). Such service shall be deemed completed on
delivery to such agent (whether or not it is forwarded to and received by the
Party) and shall be valid until such time as all other Parties have received
prior written notice that such agent has ceased to act as agent. If for any
reason such agent ceases to be able to act as agent or no longer has an address
in England or Wales, the Party shall forthwith appoint a substitute and deliver
to the other Parties the new agent’s name and address within England and Wales.
The relevant agents are:

A.

For Investor and Guarantor – Clyde & Co LLP of 1 Stoke Road, Guildford,
Surrey GU1 4HW; and

B.

For Alcoa : Pinsent Masons, 1 Park Row, Leeds LS1 5AB, United Kingdom.

Each Party irrevocably consents to any process in any legal action or
proceedings under Clause 10 (Jurisdiction) of this Agreement being served on it
in accordance with the provisions of this Agreement relating to service of
notices. Nothing contained in this Agreement shall affect the right to serve
process in any other manner permitted by law.

Each Party acknowledges, agrees and represents that the provisions contained
in Clause 9 (Proper Law) and Clause 10 (Jurisdiction) with respect to governing
law, arbitration, choice of venue and jurisdiction, as well as the remaining
provisions of this Agreement, have been negotiated and entered into voluntarily
after consultation by each Party with its legal counsel and with a full
understanding of the business and legal consequences of such provisions and this
Agreement.

.

All notices, communications and demands of any kind which a Party may be
required or desire to serve upon another Party under the terms of this Agreement
shall be in writing and shall be deemed to have been effectively given if served
by personal service or a recognised courier service (e.g., DHL, Federal Express)
at the address of the Party indicated in Clause 10(d) above or at such other
address as may be designated by the Party by a notice to the other given in
conformity with this Agreement, with copies to all other Parties. Notices shall
be deemed delivered, in the case of personal service, upon delivery and in the
case of courier, the recipient’s first clear Business Day at least four
(4) complete calendar days after delivery to the courier. Notices may be
delivered by confirmed facsimile and shall be deemed delivered on the
recipient’s first clear Business Day following the date of transmission,
provided that confirmation of successful transmission is available and received.

This Agreement constitutes the entire agreement between the Parties and
supersedes any arrangements, understanding or previous agreement between them
relating to the subject matter they cover. Each Party acknowledges that, in
entering into this Agreement, it does not rely on, and shall have no remedy in
respect of, any statement, representation, assurance or warranty of any person,
including in equity, contract or tort, under the Misrepresentation Act 1967, or
in any other way, other than as expressly set out in this Agreement. This clause
does not affect a Party’s liability in respect of fraudulent misrepresentation
or wilful misconduct.

This Agreement is binding on the Parties and their respective successors and
assigns. None of the Parties may assign this Agreement or any of its rights and
obligations under it, except with the prior written consent of the other
Parties.

The Parties do not intend that any term of this Agreement should be
enforceable by any third party as provided by the Contracts (Rights of Third
Parties) Act 1999 except that where rights or indemnities are granted in favour
of the Parties’ Affiliates, agents, officers or employees such persons shall be
able to rely upon and enforce them.

Any variation or modification of this Agreement shall be in writing and
signed by or on behalf of all Parties. A waiver of any right under this
Agreement is only effective if it is in writing and it applies only to the
person to whom the waiver is addressed and the circumstances for which it is
given. A person that waives a right in relation to one person, or takes or fails
to take any action against that person, does not affect its rights against any
other person.

Except as provided in this Agreement, all costs in connection with the
negotiation, preparation, execution and performance of this Agreement shall be
borne by the Party that incurred the costs.

The Parties to this Agreement are not in partnership with each other and
there is no relationship of principal and agent between them.

This Agreement may be executed in any number of counterparts, each of which
is an original and which together have the same effect as if each Party had
signed the same document.

This Agreement is entered into in connection with changed circumstances and
in the light of other considerations. It is not, and shall not be represented or
construed by the Parties as, an admission of liability or wrongdoing on the part
of any Party to this Agreement or any other person or entity and accordingly,
this Agreement and its terms and provisions are made and agreed without any
admissions by the Parties of liability, obligation or fact of any nature or kind
whatsoever save as set out expressly in this Agreement.

This Agreement shall become effective upon either (i) each Party duly and
validly executing the same original of this Agreement, or (ii) each Party
delivering to the other Parties a facsimile counterpart of this Agreement duly
and validly executed in a form binding upon it together with a valid
international courier tracking number for the shipment containing the fully
signed original counterpart, subject to payment being paid in accordance with
Clauses 2 (Sale and Purchase) and 3 (Payment of Purchase Price).

By

/s/ Kenneth P. Wisnoski

By

/s/ Mohamed Abdullah Abunayyan

Kenneth P. Wisnoski

Mohamed Abdullah Abunayyan

Vice President & President, Global

Sole Director

Primary Products – Growth, Bauxite and Africa

By

/s/ Mohamed Abdullah Abunayyan

Mohamed Abdullah Abunayyan

Managing Director