Exhibit 10.35

2023 omnibus incentive compensation plan

award agreement

THIS Award agreement IS IMPORTANT AND SHOULD BE KEPT IN A SAFE PLACE

THIS IS TO CERTIFY THAT __________ (the Participant) is the holder of the following award (the Award) of restricted stock units (RSUs) granted by Lifezone Metals Limited (the Company) under the 2023 Omnibus Incentive Compensation Plan (the Plan), representing an unfunded and unsecured promise to deliver fully paid ordinary shares in the capital of the Company (the Shares) to the Participant, where 1 RSU represents the right to receive 1 Share.

DATE OF GRANT:	[    ] 202x
NUMBER OF RSUs:	[    ]
CALL PRICE PER RSU:	$0.0001 per RSU
VESTING PERIOD AND VESTING DATE:	The Award will vest in three equal tranches as follows: (i)     33% of the RSUs will vest on the first anniversary of the Date of Grant, (ii)    33% of the RSUs will vest on the second anniversary of the Date of Grant; and (iii)   The remaining RSUs will vest on third anniversary of the Date of Grant,
PERFORMANCE CONDITIONS:	N/A
LOCK-UP PERIOD: MALUS AND CLAWBACK PERIOD:	[if applicable under the Business Combination Agreement] [two years from Vesting (or such longer period provided for under any applicable policy of the Company and its affiliates)]

The Award is governed by the terms and conditions set forth in this Award Agreement (including the Appendix) and the Plan (as amended and restated from time to time).

Terms defined in the Plan (but not otherwise defined in this Award Agreement) shall have the same meaning in this Award Agreement as in the Plan.

The Award shall not vest, nor otherwise be settled in Shares unless such vesting/settlement is in compliance with all applicable company law, security law, exchange control regulations and exchange listing requirements, as they are in effect at the time of the vesting and settlement of such Award.

EXECUTED by the Company and the Participant on the date first stated above.

SIGNED by the PARTICIPANT EXECUTED by LIFEZONE METALS LIMITED	…………………………………… [Name]
acting by	………………………………………………… Director

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Appendix - further terms and conditions

1. vesting CONDITIONS

1.1 Subject to your continued employment / office with the Company and its group of companies (the Lifezone Group) through the applicable Vesting Date, your Award will vest on the Vesting Date(s) shown in the table above, unless an event occurs before then which causes the Award (in whole or in part) to either vest early or lapse.

1.2 Once the Award has vested (in whole or in part), the appropriate number of Shares, net of all applicable withholding taxes, will be issued or transferred to a nominee account selected by the Company and held in your name. Such issue or transfer shall take place no later than 30 days from (and including) the applicable Vesting Date. The vesting of the Award is conditional upon you registering and accepting the terms and conditions of such account within 30 days of being requested to do so by the Company.

2. Performance Conditions

2.1 Whilst vesting of your Award is conditional upon the satisfactory performance of your duties, there are no specific performance conditions or financial targets that have to be met.

3. LOCK-UP PERIOD

3.1 Following vesting, [no lock-up period will apply] OR [a [ ] year lock-up period (in accordance with the terms of your Lock-Up Agreement (as defined in the Business Combination Agreement) will apply to your Shares (net of all applicable withholding taxes). During this time, you will not be able to sell or otherwise transfer your Shares. The lock-up period will continue if you cease to be an employee or officer of the Lifezone Group but will come to an end in the event of a change of control [and/or your death.]

3.2 For the avoidance of doubt, in all cases you will be required to comply with the Company’s internal Share Dealing Code, a copy of which can be requested from the Group General Counsel.

4. dividend equivalents

4.1 In accordance with Section 6 (ii) of the Plan, you may, if the Committee sees fit, be entitled to receive dividend equivalents on the vesting of your Award, which shall be settled in additional Shares (unless the Committee determines otherwise).

5. non-transferability and bankruptcy

5.1 The Award is personal to you. Unless specifically provided for in the Plan, your Award may not be transferred, assigned, charged, or otherwise disposed of without the Company’s express written consent and shall lapse immediately on any attempt to do so. The Award will not lapse if and when it passes to your personal representatives (or the overseas equivalent) on your death.

5.2 The Award will lapse immediately if you are declared bankrupt (or the overseas equivalent).

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6. cessation of employment

6.1 If you cease to be an employee or officer of the Lifezone Group before the applicable Vesting Date, the following terms and conditions will apply to your unvested Award.

6.2 If you are a ‘Good Leaver’ (see below) the Committee will decide the number of Shares that will vest (by applying, if it sees fit, a pro-rata reduction to reflect your early departure) and the timing of such vesting.

6.3 You will be a Good Leaver if you cease to be employed or hold an office by reason of (i) death, (ii) ill-health, injury or disability (evidenced to the satisfaction of the Committee); (iii) redundancy or any relevant overseas equivalent; (iv) retirement (in circumstances that the Committee agrees qualifies as retirement); (v) your office or employment being with either a company which ceases to be a member of the Lifezone group of companies or part of a business which is transferred out of the Lifezone group of companies; or (vi) any other reason, if the Committee so decides in its absolute discretion.

6.4 You will be a ‘Bad Leaver’ in all other circumstances in which you cease to be employed or hold an office, and your unvested Award will lapse in its entirety on the date you cease to be an employee or officer for no payment or compensation.

6.5 For the purposes of these terms and conditions, if the Company (or your employer in the Lifezone Group) serves notice of termination on you, then you will be treated as ceasing to be an employee or officer on the expiry of such notice or, if earlier, on the last day you work (but including any period of garden leave). If you resign/serve notice of termination on the Company (or your employer in the Lifezone Group), then you will be treated as ceasing to be an employee or officer on the last day you work for the Lifezone Group (including any period of garden leave).

7. change of control

7.1 If there is a corporate transaction resulting in a Change of Control of the Company prior to the applicable Vesting Date, Section 8 (Change of Control) of the Plan will apply to the unvested portion of your Award.

8. Taxation

8.1 No tax liability is expected to arise when the Award is granted.

8.2 A tax liability will become payable if and when the Award vests and you acquire Shares. The Tax Liability will be calculated by reference to the market value of the Shares at that time.

8.3 Your employer in the Lifezone Group is required to withhold and account for all Federal, state and local taxes (including Social Security, Medicare, employee National Insurance contributions or similar tax withholding obligations) due to the tax authorities on your behalf.

8.4 Accordingly, and as a condition of the grant of the Award, the Company is authorised to net settle your Award by withholding a number of Shares sufficient to satisfy any Federal, state or local tax due (including Social Security, Medicare contributions, employee National Insurance contributions or similar).

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8.5 If applicable, you will be personally responsible for ensuring any State or local taxes due on vesting are paid. When you sell your Shares, any growth in value may also be subject to additional taxes (depending on your personal circumstances and the price at which the Shares are sold).

8.6 It is the intent of the Company for all US Awards to be exempt from or comply with, and be interpreted in accordance with, Section 409A of the US Internal Revenue Code (as amended and restated from time to time). Notwithstanding the foregoing, the Company makes no representation with respect to such compliance or exemption and shall have no liability to you with respect to the same.

9. corporate governance requirements

9.1 In the interests of good corporate governance, the Committee is hereby permitted to adjust Awards before they vest, if the vesting outcome does not accurately reflect your personal performance, the underlying performance or financial health of the Company and/or the experience of the Company’s shareholders, employees or other stakeholders.

9.2 This Section 9 also permits the Committee (acting fairly and reasonably) to:

9.2.1 cancel the Award, or reduce the number of Shares subject to the Award before it vests (Malus); and/or

9.2.2 require you to pay back the Shares or pay back an amount equal in value to the Shares received after the Award has vested (Clawback),

for a period of two years following vesting (or such longer period provided for under any applicable policy of the Company and its affiliates), but only if certain exceptionally serious events occur or are discovered to have occurred after the Award has vested (as determined by the Committee in its absolute discretion (acting in good faith).

9.3 These events shall include (i) a material financial misstatement in the Company’s accounts, (ii) circumstances that warrant dismissal for Cause (as defined in the Rules), (iii) behaviour that leads to the insolvency of the Company or any Lifezone Group member, (iv) serious failures in risk management and/or behaviour that causes (or could cause if made public) significant reputational damage to the Company or any Lifezone Group member.

9.4 The Award and any Shares you receive in respect thereof shall be subject to any applicable clawback policy of the Company and its affiliates, including any policy implemented to comply with any applicable law or exchange listing requirement.

10. RELATIONSHIP WITH EMPLOYMENT

10.1 Your participation in the Plan is entirely discretionary in nature and your rights and obligations under the Plan do not form part of your terms and conditions of employment with the Company (or any company within the Lifezone Group). You will have no rights to compensation or damages on account of any loss in respect of the Award or the operation of the Plan, howsoever that loss arises.

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11. DATA PROTECTION

11.1 For the purpose of operating the Plan, the Company will collect and process information relating to you in accordance with the Company’s privacy notice which is available on the Company’s intranet.

12. dealing restrictIons

12.1 As the Company is listed on the New York Stock Exchange, dealing restrictions will apply in respect of both the Award and any resulting Shares in accordance with the rules of that exchange and any applicable U.S. securities laws, rules and regulations. This means that the vesting of an Award may be delayed and/or you may be prohibited from selling Shares during certain periods in the financial year (including prior to the announcement of the Company’s financial results) and/or if you are in possession of price sensitive information.

12.2 Please see the internal Share Dealing Code operated by the Company for further information.

13. General

13.1 You must execute the Award Agreement within 30 days after the Date of Grant (or the date on which it is issued to you, whichever is later), in order for the grant to be valid.

13.2 By accepting the Award, you are deemed to have accepted all the terms and conditions of the Award, as set out in this Award Agreement (and the Plan).

13.3 This Award Agreement (and the Plan) shall in all respects be governed by and be construed in accordance with the laws of Isle of Man to the maximum extent permissible, without giving effect to the principals of conflicts of laws of any state or jurisdiction, and applicable provisions of federal law.

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