Common use of Representations and Warranties of the Securityholder Clause in Contracts

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent and Purchaser as follows and acknowledges that Parent and Purchaser are relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and thereby: (a) the Securityholder is (and will continue to be until the Effective Time) the sole registered holder and/or beneficial owner of, or exercises control or direction over, the Subject Securities listed on the Acceptance, with good and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions (other than resale and similar restrictions), security interests and rights of others and no person or entity has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual), for the purchase, acquisition or transfer of any Subject Securities, or any interest therein or right thereto, except pursuant to the Arrangement Agreement and this Agreement; (b) the only securities of the Company held of record or beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities listed on the Acceptance; (c) the Securityholder has the sole right to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (d) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company (whether by law, pre-emptive or contractual) or any rights or privileges capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein; (e) the Securityholder has the sole right to vote (or cause to vote) all of its Subject Securities (which have a right to vote) now held and none of the Subject Securities is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, call meetings of any of the Shareholders or give consents or approvals of any kind with respect to any Subject Securities; and (f) the Securityholder is duly authorized to execute and deliver this Agreement and perform its obligations hereunder and this Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement, enforceable against the Securityholder in accordance with its terms, except as may be limited by bankruptcy, insolvency and other applicable laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction, and the performance by the Securityholder of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with: (i) any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder is or will be a party and by which the Securityholder is or will be bound at the time of such consummation; and (ii) any applicable Law, including any judgement, decree, order or award of any government, court, governmental or regulatory body, arbitrator or similar body applicable to the Securityholder.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent and Purchaser as follows (and acknowledges that Parent and Purchaser are is relying on such these representations and warranties in connection with entering into this Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and therebyby the Arrangement Agreement) the matters set out below: (a) the Securityholder is (and will continue to be until the Effective Time) the sole registered holder and/or beneficial owner of, or exercises control or direction over, the Subject Securities listed on the Acceptance, with good and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions (other than resale and similar restrictions), security interests and rights of others and no person or entity has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual), for the purchase, acquisition or transfer of any Subject Securities, or any interest therein or right thereto, except pursuant to the Arrangement Agreement and this Agreement; (b) the only securities of the Company held of record or beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities listed on the Acceptance; (c) the The Securityholder has the sole right to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (d) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company (whether by law, pre-emptive or contractual) or any rights or privileges capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein; (e) the Securityholder has the sole right to vote (or cause to vote) all of its Subject Securities (which have a right to vote) now held and none of the Subject Securities is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, call meetings of any of the Shareholders or give consents or approvals of any kind with respect to any Subject Securities; and (f) the Securityholder is duly authorized legal capacity to execute and deliver this Agreement and perform its obligations hereunder and this to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement, obligation of the Securityholder enforceable against the Securityholder it in accordance with its terms, except as may be limited by subject to bankruptcy, insolvency and other applicable laws Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction; (b) The Subject Securities represent all the securities of the Company beneficially owned, and the performance directly or indirectly, or controlled or directed by the Securityholder of its obligations hereunder will not constitute a violation or breach of or default underas at the date hereof. Other than the Subject Securities, or conflict with: neither the Securityholder nor any affiliate, as applicable (i) owns beneficially, or exercises control or direction over, directly or indirectly, additional securities of the Company or any contract, commitment, agreement, understanding of its affiliates or arrangement of any kind to which the Securityholder is or will be a party and by which the Securityholder is or will be bound at the time of such consummation; and (ii) has any applicable agreement or option, or right or privilege (whether by Law, including pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or any judgementaffiliate, decreeas applicable, order or award transfer to the Securityholder or any affiliate, as applicable, of additional securities of the Company or any of its affiliates; (c) The Securityholder is, and will continue to be on the Record Date, the beneficial owner of the Subject Securities (subject to any exercise of Company Options, PSUs and RSUs in accordance with their terms for Company Shares), with good and marketable title thereto, free and clear of all encumbrances, liens, restrictions (other than resale, vesting or other similar restrictions), charges, claims and rights of others; (d) The Securityholder has the right to vote (to the extent permitted by the attributes of such Subject Securities) or direct the voting of the Subject Securities; (e) No person has any agreement or option, or any right or privilege (whether by Laws, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any governmentof the Subject Securities or any interest therein or right thereto, court, governmental or regulatory body, arbitrator or similar body applicable except Purchaser pursuant to the SecurityholderArrangement; and (f) Other than this Agreement, the Omnibus Incentive Plan, Legacy Option Plan and the DSU Plan, none of the Subject Securities are subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the Company’s securityholders or give consents or approvals of any kind.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent and Purchaser as follows Mitel (and acknowledges that Parent and Purchaser are Mitel is relying on such these representations and warranties in connection with entering into this Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and therebyby the Arrangement Agreement) the matters set out below: (a) The Securityholder has the legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Securityholder is (and will continue constitutes a valid and binding obligation of the Securityholder enforceable against it in accordance with its terms, subject to be until bankruptcy, insolvency and other Laws affecting the Effective Time) the sole registered holder and/or beneficial owner of, or exercises control or direction over, the Subject Securities listed on the Acceptance, with good enforcement of creditors’ rights generally and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions (other than resale and similar restrictions), security interests and rights of others and no person or entity has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual), for the purchase, acquisition or transfer of any Subject Securities, or any interest therein or right thereto, except pursuant subject to the Arrangement Agreement and this Agreementqualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction; (b) The Aastra Shares and Aastra Options as set forth in Schedule A represent all the only Aastra Shares or securities of the Company exercisable or convertible into or exchangeable for Aastra Shares (“Convertible Securities”) held of record or beneficially owned, directly or indirectly, or over which controlled or directed by the Securityholder. Other than the securities set forth in Schedule A, neither the Securityholder nor any of its Affiliates owns of record or beneficially, or exercises control or direction is exercised by the Securityholder over, directly or its Affiliates or associates are the Subject Securities listed on the Acceptance; (c) the Securityholder has the sole right to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (d) the Securityholder has no other agreement, options, warrants or securities convertible intoindirectly, or exchangeable has any agreement or exercisable foroption, or otherwise evidencing a right to acquire, any securities of the Company or privilege (whether by lawLaw, pre-emptive or contractual) or any rights or privileges capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder or any of its Affiliates of additional securities of the Company Aastra Shares or any interest thereinConvertible Securities; (ec) The Securityholder is, and will continue to be until the Effective Time, the sole beneficial owner of the Subject Shares, with good title thereto, free and clear of all encumbrances, liens, restrictions (other than resale, vesting or other similar restrictions), charges, claims and rights of others; (d) The Securityholder has the sole right to sell and vote (or cause to vote) all of its Subject Securities (which have a right to vote) now held direct the sale and none voting of the Subject Securities Shares; (e) No Person has any agreement or option, or any right or privilege (whether by Laws, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Shares or any interest therein or right thereto, except Mitel pursuant to the Arrangement; (f) None of the Subject Shares is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, call meetings of any of the Shareholders Aastra’s securityholders or give consents or approvals of any kind with respect to any Subject Securities; andkind; (fg) None of the Securityholder is duly authorized to execute execution and deliver this Agreement and perform its obligations hereunder and this Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement, enforceable against the Securityholder in accordance with its terms, except as may be limited by bankruptcy, insolvency and other applicable laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction, and the performance delivery by the Securityholder of its this Agreement or the completion of the transactions contemplated hereby or the compliance by the Securityholder with the Securityholder’s obligations hereunder will not violate, contravene, result in any breach of, or be in conflict with, or constitute a violation or breach of or default under, or conflict withcreate a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any contract, commitment, agreement, understanding or arrangement of any kind Contract to which the Securityholder is or will be a party and or by which the Securityholder is or will be bound at any of the time property or assets of such consummationthe Securityholder are bound; and (ii) any applicable Law, including any judgementjudgment, decree, order or award of any governmentGovernmental Entity; or (iii) subject to receipt of any Regulatory Approvals as contemplated in the Arrangement Agreement, courtany applicable Laws; (h) No consent, governmental waiver, approval, authorization, order, exemption, registration, licence or regulatory bodydeclaration of or by, arbitrator or similar body filing with, or notification to any Governmental Entity which has not been made or obtained is required to be made or obtained by the Securityholder in connection with the execution and delivery by the Securityholder and enforcement against the Securityholder of this Agreement or the consummation of any transactions provided for herein other than any filings under insider or early warning requirements of applicable securities laws (provided that the Securityholder makes no representations or warranties with respect to the consents, waivers, approvals, authorizations or declarations of or by, or filings with, or notices to any Governmental Entities or other third parties on the part of Aastra or Mitel necessary for the consummation of the transactions contemplated by the Arrangement Agreement); and (i) There is no private or governmental action, suit, claim, arbitration, investigation or other proceeding in progress or pending before any Governmental Entity, or, to the knowledge of the Securityholder, threatened against the Securityholder or any of its Affiliates or any of their directors or officers (in their capacities as such) that, individually or in the aggregate, could adversely affect in any manner the Securityholder’s ability to enter into this Agreement or perform its obligations hereunder or the title of the Securityholder to any of the Subject Shares. There is no judgment, decree or order against the Securityholder or any of its Affiliates or any of their directors or officers (in their capacities as such) that could prevent, enjoin, alter, delay or adversely affect in any manner the ability of the Securityholder to enter into this Agreement, to perform its obligations under this Agreement or the title of the Securityholder to any of the Subject Shares.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent and Purchaser Purchaser, as follows and acknowledges that Parent and Purchaser are relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and therebyfollows: (a) As of the date of this Agreement: (i) the Securityholder is (Owns, and will continue to be until the Effective Time) the sole registered holder and/or beneficial owner of, or exercises control or direction over, the Subject Securities listed on the Acceptance, with has good and marketable title theretoto, free and clear of all claimsEncumbrances, liens, charges, encumbrances, restrictions the number of outstanding shares of Common Stock set forth under the heading “Outstanding Shares Held of Record or Beneficially Owned” on Schedule I hereto; (other than resale and similar restrictions), security interests and rights of others and no person or entity has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual), for the purchase, acquisition or transfer of any Subject Securities, or any interest therein or right thereto, except pursuant to the Arrangement Agreement and this Agreement; (bii) the only Securityholder holds, free and clear of all Encumbrances, the Options set forth under the heading “Options and Exercise Prices” on Schedule I hereto; (iii) the Securityholder Owns the additional securities of the Company held set forth under the heading “Additional Securities Owned” on Schedule I hereto; (iv) the Securityholder does not Own any shares of record capital stock or beneficially owned, directly or indirectlyother securities of the Company, or over which control any option, warrant or direction is exercised other right to acquire (by purchase, conversion or otherwise) any shares of capital stock or other securities of the Securityholder or its Affiliates or associates are Company, other than the Subject Securities listed shares and options, warrants and other rights set forth on the Acceptance; Schedule I hereto; and (cv) the Securityholder has the sole right to sell and transfer (or cause vote, sole power of disposition, sole power to be sold and transferred) all of its Subject Securities now held (other than issue instructions with respect to securities that have not vested); (d) the Securityholder has no other agreementmatters set forth in Sections 4, 5, 6, 7, 8 and 9 hereof, sole power of conversion, sole power to demand appraisal rights and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the shares of capital stock, options, warrants warrants, rights or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any other securities of the Company (whether by lawset forth on Schedule I hereto, pre-emptive with no material limitations qualification or contractual) or any rights or privileges capable restrictions on such rights, subject to applicable federal securities law and the terms of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein;this Agreement. (eb) the The Securityholder has the sole right to vote (or cause to vote) all of its Subject Securities (which have a right to vote) now held legal capacity and none of the Subject Securities is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, call meetings of any of the Shareholders or give consents or approvals of any kind with respect to any Subject Securities; and (f) the Securityholder is duly authorized authority to execute and deliver this Agreement and to perform its the Securityholder’s obligations hereunder and this Agreement has been duly executed to consummate the transactions contemplated hereby. To the extent applicable, the execution, delivery and delivered performance by the Securityholder of this Agreement and the consummation by the Securityholder of the transactions contemplated hereby have been duly and validly authorized by the Securityholder, and no other actions or proceedings on the part of the Securityholder are necessary to authorize the execution and delivery by the Securityholder of this Agreement and the consummation by the Securityholder of the transactions contemplated hereby. Assuming due authorization, execution and delivery by Parent and Purchaser, this Agreement constitutes a legal, valid and binding agreement, enforceable against obligation of the Securityholder enforceable in accordance with its terms, except as may be limited by subject to the effects of bankruptcy, insolvency insolvency, fraudulent conveyance, reorganization, moratorium and other applicable similar laws relating to or affecting the enforcement of creditors’ rights generally and subject to the qualification that general equitable remedies may only be granted principles (whether considered in the discretion a proceeding in equity or at law). (c) The execution and delivery of a court of competent jurisdiction, this Agreement and the performance consummation by the Securityholder of its obligations hereunder the transactions contemplated hereby will not constitute (i) result in a violation of, or breach of or a default under, or conflict with: (i) with any contract, trust, commitment, agreement, understanding understanding, arrangement or arrangement restriction of any kind to which the such Securityholder is or will be a party and or by which the Securityholder is or will be bound at the time Securityholder’s assets are bound, except for any such violation, default or conflict that would not adversely affect or materially delay the ability of such consummation; the Securityholder to carry out the Securityholder’s obligations under, and to consummate the transactions contemplated by, this Agreement or (ii) violate, or require any applicable Lawconsent, including approval, or notice under, any judgementprovision of any judgment, order, decree, order statute, law, rule or award of any government, court, governmental or regulatory body, arbitrator or similar body regulation applicable to the Securityholder, except for applicable requirements, if any, of the Exchange Act, blue sky laws, the HSR Act, Applicable Foreign Competition Laws, and state takeover laws.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent to, and Purchaser covenants with, the Buyer as follows follows, and acknowledges that Parent the Buyer is relying upon such representations, warranties and Purchaser are relying on such representations and warranties covenants in connection with entering into this Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and therebyPurchase Agreement, that: (a) the Securityholder is has the necessary legal capacity and authority to own the Subject Shares and to carry out its obligations hereunder; (b) this Agreement constitutes a legal, valid and will continue binding agreement of it enforceable against the Securityholder in accordance with its terms, subject only to be until the Effective Timeany limitation under applicable laws, including, to laws of general application and bankruptcy, insolvency and other similar laws affecting creditors’ rights generally and general principles of equity; (c) the sole registered holder and/or Securityholder is either (i) the legal and beneficial owner ofof record, or exercises (ii) the beneficial owner exercising control or and direction over, but not the holder of record, of the Subject Securities listed on the AcceptanceShares, with good and marketable title thereto, free and clear of any and all claims, liens, charges, encumbrances, restrictions (other than resale and similar restrictions), security interests and rights of others and no person or entity has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual), for the purchase, acquisition or transfer of any Subject Securities, or any interest therein or right thereto, except pursuant to the Arrangement Agreement and this AgreementEncumbrances; (bd) the only securities Subject Shares constitute all of the Company held of record Common Shares owned legally or beneficially ownedbeneficially, either directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates over which the Securityholder exercises control or associates are the Subject Securities listed on the Acceptancedirection, either directly or indirectly; (ce) the execution and delivery of, and performance by the Securityholder of its obligations under, this Agreement, the completion of the transactions contemplated by this Agreement or the Transaction pursuant to the Purchase Agreement, and the performance of the Securityholder’s obligations thereunder, do not and will not require any consent or other actions by any Person under, constitute or result in a breach or violation of, or conflict with or, with or without notice or lapse of time or both, allow any Person to exercise any rights under, any of the terms or provisions of any agreement or instrument to which the Securityholder is a party or pursuant to which any of the Securityholder’s assets or property may be affected or result in the violation of any applicable Law; (f) the Securityholder has the sole and exclusive right to sell enter into this Agreement and transfer (or cause to be sold and transferred) all of its vote the Subject Securities now held (other than with respect to securities that have not vested); (d) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities Shares in favor of the Company (whether by law, pre-emptive or contractual) or any rights or privileges capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein; (e) the Securityholder has the sole right to vote (or cause to vote) all of its Subject Securities (which have a right to vote) now held and Transaction as contemplated herein; none of the Subject Securities Shares is subject to any proxy, power of attorney, proxyattorney-in- fact, voting trust, vote pooling or other agreement or instrument with respect to the voting or right to vote, call meetings of any of the Shareholders shareholders or give consents or approvals of any kind kind; (g) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Securityholder, threatened against the Securityholder or its affiliates that, individually or in the aggregate, would adversely affect in any manner the ability of the Securityholder to enter into this Agreement and to perform its obligations hereunder; and (h) there are no discussions or negotiations with any Person or group or any agent or representative of any Person or group conducted before the date of this Agreement with respect to any Subject Securities; and (f) the Securityholder is duly authorized to execute and deliver this Agreement and perform its obligations hereunder and this Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement, enforceable against the Securityholder in accordance with its terms, except as may be limited by bankruptcy, insolvency and other applicable laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction, and the performance by the Securityholder of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with: (i) any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder is or will be a party and by which the Securityholder is or will be bound at the time of such consummation; and (ii) any applicable Law, including any judgement, decree, order or award of any government, court, governmental or regulatory body, arbitrator or similar body applicable to the SecurityholderAcquisition Proposal.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent the Investor (and Purchaser as follows understands and acknowledges that Parent and Purchaser are the Investor is relying on such these representations and warranties in connection with entering into this Agreement and the Arrangement Investment Agreement and completing the transactions contemplated hereby and therebyby the Investment Agreement) the matters set out below: (a) the Securityholder is (and will continue to be until the Effective Time) the sole registered holder and/or beneficial owner ofif an individual, or exercises control or direction over, the Subject Securities listed on the Acceptance, with good and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions (other than resale and similar restrictions), security interests and rights of others and no person or entity has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual), for the purchase, acquisition or transfer of any Subject Securities, or any interest therein or right thereto, except pursuant to the Arrangement Agreement and this Agreement; (b) the only securities of the Company held of record or beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities listed on the Acceptance; (c) the Securityholder has the sole right to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (d) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company (whether by law, pre-emptive or contractual) or any rights or privileges capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein; (e) the Securityholder has the sole right to vote (or cause to vote) all of its Subject Securities (which have a right to vote) now held and none of the Subject Securities is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, call meetings of any of the Shareholders or give consents or approvals of any kind with respect to any Subject Securities; and (f) the Securityholder is duly authorized legal capacity to execute and deliver this Agreement and perform to consummate the transactions contemplated by this Agreement; if a Person other than an individual, the Securityholder is validly existing under the laws of its governing jurisdiction, has all necessary power and authority to enter into this Agreement and has taken all steps necessary to authorize the execution of this Agreement and the performance of its obligations hereunder and under this Agreement. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreementobligation of the Securityholder, enforceable against the Securityholder in accordance with its terms, except as subject to the qualification that such enforceability may be limited by bankruptcy, insolvency and insolvency, reorganization or other applicable laws Laws relating to or affecting the enforcement rights of creditors’ rights creditors generally and subject to the qualification that equitable remedies may only remedies, including specific performance, are discretionary; (b) the securities set forth in Schedule A represent all the Subject Securities beneficially owned, directly or indirectly, or controlled or directed, by the Securityholder as of the date hereof. Other than the securities set forth in Schedule A, neither the Securityholder nor any of his, her or its affiliates beneficially owns, directly or indirectly, or exercises control or direction over, or has any agreement or option, or right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or any of his, her or its affiliates or transfer to the Securityholder or any of his, her or its affiliates of any additional securities of Velocity or any of its affiliates; (c) the Securityholder is, and will continue to be granted from the date hereof (or in the discretion case of a court any Subject Securities acquired after the date hereof, from the date of competent jurisdictioneach such acquisition) through to the Expiry Time, the beneficial owner, or have control and direction over, of the performance Subject Securities (other than (i) any restrictions on transfer imposed by applicable Securities Laws and (ii) as provided under this Agreement); (d) the Securityholder has the right to dispose of and vote (to the extent permitted by the attributes of such Subject Securities or pursuant to applicable Laws, regulation or policy), or direct the disposal and voting of, the Subject Securities; (e) no Person has any agreement or option, or any right or privilege (whether by Laws, pre-emptive or contractual) capable of becoming an agreement or option, providing for the purchase, acquisition or transfer of any of the Subject Securities or any interest therein or right thereto; (f) none of the Subject Securities are subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of Velocity’s securityholders or give consents or approvals of any kind; (g) none of the execution and delivery by the Securityholder of its this Agreement or the completion of the transactions contemplated hereby or the compliance by the Securityholder with the Securityholder’s obligations hereunder will not violate, contravene, result in any breach of, or be in conflict with, or constitute a violation or breach of or default under, or conflict withcreate a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) if the Securityholder is not an individual, any contract, commitment, agreement, understanding constating or arrangement governing documents or resolutions of the Securityholder; (ii) any kind Contract to which the Securityholder is or will be a party and or by which the Securityholder is or will be bound at any of the time property or assets of such consummationthe Securityholder are bound; and (iiiii) any applicable Law, including any judgementjudgment, decree, order or award of any government, court, governmental or regulatory body, arbitrator or similar body applicable to the Securityholder.Governmental Entity; or

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent and Purchaser Acquiror as follows and acknowledges that Parent and Purchaser are relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and therebyto itself as follows: (a) the The Securityholder is (the only record and will continue to be until the Effective Time) the sole registered holder and/or beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, or exercises control or direction overand has good, the Subject Securities listed on the Acceptance, with good valid and marketable title theretoto, the Covered Securities, free and clear of all claims, liens, charges, encumbrances, restrictions (Liens other than resale as created by (i) this Agreement; (ii) applicable securities Laws; (iii) the Company Governing Documents; and similar restrictions(iv) the Securityholder Agreements (as defined below). As of the date hereof, security interests and rights other than the Owned Securities, the Securityholder does not own beneficially or of others and no person or entity has record any agreement, option, shares of capital stock of the Company (or any right or privilege capable securities convertible into shares of becoming an agreement or option (whether by law, pre-emptive or contractual), for capital stock of the purchase, acquisition or transfer of any Subject Securities, Company) or any interest therein or right thereto, except pursuant to the Arrangement Agreement and this Agreement;therein. (b) The Securityholder, except as provided in this Agreement or in the only securities Securityholder Agreements, (i) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to the Covered Securities; (ii) has not entered into any voting agreement or voting trust with respect to any of the Company held Covered Securities that is inconsistent with the Securityholder’s obligations pursuant to this Agreement; (iii) has not granted a proxy or power of record attorney with respect to any of the Covered Securities that is inconsistent with the Securityholder’s obligations pursuant to this Agreement; and (iv) has not entered into any agreement or beneficially owned, directly or indirectlyundertaking that is otherwise inconsistent with, or over which control would interfere with, or direction is exercised by the Securityholder prohibit or prevent it from satisfying, its Affiliates or associates are the Subject Securities listed on the Acceptance;obligations pursuant to this Agreement. (c) the The Securityholder has the sole right to sell and transfer affirms that (or cause to be sold and transferredi) all of its Subject Securities now held (other than with respect to securities that have not vested); (d) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company (whether by law, pre-emptive or contractual) or any rights or privileges capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein; (e) the Securityholder has the sole right to vote (or cause to vote) all of its Subject Securities (which have a right to vote) now held and none of the Subject Securities is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, call meetings of any of the Shareholders or give consents or approvals of any kind with respect to any Subject Securities; and (f) if the Securityholder is duly authorized a natural person, he or she has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement Agreement, to perform his or her obligations hereunder and to consummate the transactions contemplated hereby, and (ii) if the Securityholder is not a natural person, (A) it is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization and (B) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to execute, deliver and perform its obligations hereunder under this Agreement and this to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Securityholder and, assuming due authorization and execution by each other party hereto, constitutes a legal, valid and binding agreement, agreement of the Securityholder enforceable against the Securityholder in accordance with its terms, except as may be limited by subject to applicable bankruptcy, insolvency insolvency, fraudulent conveyance, reorganization, moratorium and other applicable laws similar Laws affecting the enforcement of creditors’ rights generally and subject, as to enforceability, to general principles of equity. (d) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by the Securityholder from, or to be given by the Securityholder to, or be made by the Securityholder with, any Governmental Authority in connection with the execution, delivery and performance by the Securityholder of this Agreement or the consummation of the transactions contemplated hereby, other than those set forth as conditions to closing in the Merger Agreement. (e) The execution, delivery and performance of this Agreement by the Securityholder do not, and the consummation of the transactions contemplated hereby will not, constitute or result in: (i) a breach or violation of, or a default under, the governing documents of the Securityholder, to the extent applicable; (ii) with or without notice, lapse of time or both, a material breach or material violation of, a termination (or right of termination) of or a material default under, the loss of any material benefit under, the creation, modification or acceleration of any obligations under, or the creation of a Lien (other than under this Agreement, the Merger Agreement or any other Ancillary Agreement) on any of the Owned Securities, any Contract to which the Securityholder is a party or by which the Securityholder is bound or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 4(d), under any applicable Law to which the Securityholder is subject; or (iii) any material change in the rights or obligations of any party under any Contract legally binding upon the Securityholder, except, in the case of clause (i), (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the Securityholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby. (f) As of the date of this Agreement, (i) there is no Action pending against the Securityholder or, to the knowledge of the Securityholder, threatened against the Securityholder and (ii) the Securityholder is not a party to or subject to the qualification provisions of any Governmental Order, in each case, that equitable remedies may only questions the beneficial or record ownership of the Securityholder’s Owned Securities or the validity of this Agreement or would reasonably be granted in the discretion of a court of competent jurisdictionexpected to prevent or materially delay, and impair or adversely affect the performance by the Securityholder of its obligations hereunder will not constitute under this Agreement. (g) The Securityholder is a violation or breach sophisticated investor and has adequate information concerning the business and financial condition of or default underAcquiror and the Company to make an informed decision regarding this Agreement and the transactions contemplated by the Merger Agreement and has independently and without reliance upon Acquiror, Merger Sub, or conflict with: the Company and based on such information as such Securityholder has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Securityholder acknowledges that Acquiror, Merger Sub, and the Company have not made and do not make any representation or warranty, whether express or implied, of any kind or character except as expressly set forth in this Agreement. The Securityholder acknowledges that the agreements contained herein with respect to the Covered Securities held by such Securityholder are irrevocable. The Securityholder has received and reviewed this Agreement and the Merger Agreement and has had the opportunity to seek independent legal advice prior to executing this Agreement. (h) The Securityholder understands and acknowledges that Acquiror (i) any contractentered into the Merger Agreement in reliance upon the Securityholder’s execution and delivery of this Agreement and the representations, commitmentwarranties, agreement, understanding or arrangement covenants and other agreements of any kind to which the Securityholder contained herein and (ii) will continue to fulfill its obligations under the Merger Agreement, subject to the terms and conditions provided therein, in reliance upon the Securityholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of the Securityholder contained herein. (i) No investment banker, broker, finder or other intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which Acquiror or the Company is or will be a party and liable in connection with the transactions contemplated hereby based upon arrangements made by which or, to the Securityholder is or will be bound at knowledge of the time Securityholder, on behalf of such consummation; and (ii) any applicable Law, including any judgement, decree, order or award of any government, court, governmental or regulatory body, arbitrator or similar body applicable to the Securityholder.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent Aastra and Purchaser as follows Mitel (and acknowledges that Parent Aastra and Purchaser Mitel are relying on such these representations and warranties in connection with entering into this Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and therebyby the Arrangement Agreement) the matters set out below: (a) the Securityholder is (and will continue to be until the Effective Time) the sole registered holder and/or beneficial owner of, or exercises control or direction over, the Subject Securities listed on the Acceptance, with good and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions (other than resale and similar restrictions), security interests and rights of others and no person or entity has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual), for the purchase, acquisition or transfer of any Subject Securities, or any interest therein or right thereto, except pursuant to the Arrangement Agreement and this Agreement; (b) the only securities of the Company held of record or beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities listed on the Acceptance; (c) the The Securityholder has the sole right to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (d) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company (whether by law, pre-emptive or contractual) or any rights or privileges capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein; (e) the Securityholder has the sole right to vote (or cause to vote) all of its Subject Securities (which have a right to vote) now held and none of the Subject Securities is subject to any corporate power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, call meetings of any of the Shareholders or give consents or approvals of any kind with respect to any Subject Securities; and (f) the Securityholder is duly authorized to execute and deliver this Agreement and perform its obligations hereunder and this to consummate the transactions contemplated hereby. This Agreement has been duly authorized, executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement, obligation of the Securityholder enforceable against the Securityholder it in accordance with its terms, except as may be limited by subject to bankruptcy, insolvency and other applicable laws Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.; (b) The Mitel Shares as set forth in Schedule A represent all the Mitel Shares or securities exercisable or convertible into or exchangeable for Mitel Shares (“Convertible Securities”) held of record or beneficially owned, directly or indirectly, or controlled or directed by the Securityholder. Other than the securities set forth in Schedule A, neither the Securityholder nor any of its Affiliates owns of record or beneficially, or exercises control or direction over, directly or indirectly, or has any agreement or option, or right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or any of its Affiliates or transfer to the Securityholder or any of its Affiliates of additional Mitel Shares or Convertible Securities; (c) The Securityholder is, and will continue to be until the performance Effective Time, the sole beneficial owner of the Subject Shares, with good title thereto, free and clear of all encumbrances, liens, restrictions (other than resale, vesting or other similar restrictions), charges, claims and rights of others; (d) The Securityholder has the sole right to sell and vote or direct the sale and voting of the Subject Shares; (e) No Person has any agreement or option, or any right or privilege (whether by Laws, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Shares or any interest therein or right thereto; (f) None of the Subject Shares is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the right to vote the Subject Shares, call meetings of any of Mitel’s securityholders or give shareholder consents or approvals of any kind, other than as set out in the Shareholders Agreement dated as of April 27, 2010 between, among others, Mitel and Xx. Xxxxxxxx; (g) None of the execution and delivery by the Securityholder of its this Agreement or the completion of the transactions contemplated hereby or the compliance by the Securityholder with the Securityholder’s obligations hereunder will not violate, contravene, result in any breach of, or be in conflict with, or constitute a violation or breach of or default under, or conflict withcreate a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any contractconstating or governing documents, commitment, agreement, understanding by-laws or arrangement resolutions of the Securityholder; (ii) any kind Contract to which the Securityholder is or will be a party and or by which the Securityholder is or will be bound at any of the time property or assets of such consummationthe Securityholder are bound; and (iiiii) any applicable Law, including any judgementjudgment, decree, order or award of any governmentGovernmental Entity; or (iv) subject to receipt of any Regulatory Approvals as contemplated in the Arrangement Agreement, courtany applicable Laws; (h) No consent, governmental waiver, approval, authorization, order, exemption, registration, licence or regulatory bodydeclaration of or by, arbitrator or similar body filing with, or notification to any Governmental Entity which has not been made or obtained is required to be made or obtained by the Securityholder in connection with the execution and delivery by the Securityholder and enforcement against the Securityholder of this Agreement or the consummation of any transactions provided for herein other than any filings under insider or early warning requirements of applicable securities laws (provided that the Securityholder makes no representations or warranties with respect to the consents, waivers, approvals, authorizations or declarations of or by, or filings with, or notices to any Governmental Entities or other third parties on the part of Aastra or Mitel necessary for the consummation of the transactions contemplated by the Arrangement Agreement); and (i) There is no private or governmental action, suit, claim, arbitration, investigation or other proceeding in progress or pending before any Governmental Entity, or, to the knowledge of the Securityholder, threatened against the Securityholder or any of its Affiliates or any of their directors or officers (in their capacities as such) that, individually or in the aggregate, could adversely affect in any manner the Securityholder’s ability to enter into this Agreement or perform its obligations hereunder or the title of the Securityholder to any of the Subject Shares. There is no judgment, decree or order against the Securityholder or any of its Affiliates or any of their directors or officers (in their capacities as such) that could prevent, enjoin, alter, delay or adversely affect in any manner the ability of the Securityholder to enter into this Agreement, to perform its obligations under this Agreement or the title of the Securityholder to any of the Subject Shares.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent and the Purchaser as follows (and acknowledges that Parent and the Purchaser are is relying on such these representations and warranties in connection with entering into this Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and therebyby the Proposal Agreement) that: (a) the The Securityholder is (and will continue to be until a corporation or other entity validly existing under the Effective Time) laws of the sole registered holder and/or beneficial owner of, or exercises control or direction over, the Subject Securities listed on the Acceptance, with good and marketable title thereto, free and clear jurisdiction of all claims, liens, charges, encumbrances, restrictions (other than resale and similar restrictions), security interests and rights of others and no person or entity has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual), for the purchase, acquisition or transfer of any Subject Securities, or any interest therein or right thereto, except pursuant to the Arrangement Agreement and this Agreement;its existence. (b) the only securities of the Company held of record or beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities listed on the Acceptance; (c) the The Securityholder has the sole right requisite power and authority to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (d) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company (whether by law, pre-emptive or contractual) or any rights or privileges capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein; (e) the Securityholder has the sole right to vote (or cause to vote) all of its Subject Securities (which have a right to vote) now held and none of the Subject Securities is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, call meetings of any of the Shareholders or give consents or approvals of any kind with respect to any Subject Securities; and (f) the Securityholder is duly authorized to execute and deliver this Agreement enter into and perform its obligations hereunder and under this Agreement. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement, agreement of the Securityholder enforceable against the Securityholder in accordance with its terms, except as may be limited by subject only to any limitation under bankruptcy, insolvency and or other applicable laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction. (c) The Securityholder, directly or indirectly, exercises control or direction over all of the Subject Securities set forth on Schedule A to this Agreement. Other than the Subject Securities, neither the Securityholder nor any of its affiliates, beneficially own, directly or indirectly, or exercise control or direction over any additional securities, or any securities convertible or exchangeable into any additional securities, of the Company or any of its subsidiaries. (d) As at the date hereof, the Securityholder is, and, subject to any Dispositions permitted by Article 4, immediately prior to the qualification that equitable remedies may only Amendment Time the Securityholder will be, directly or indirectly, the sole beneficial owner of the Subject Securities. (e) The Securityholder has the sole right to sell, exercise and vote or direct the sale, exercise and voting of the Subject Securities. (f) No Person has any agreement or option, or any right or privilege (whether by law, pre- emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities or any interest therein or right thereto, except the Purchaser pursuant to this Agreement or the Proposal Agreement. (g) No material consent, approval, order or authorization of, or declaration or filing with, any Person is required to be granted obtained by the Securityholder in connection with the discretion execution and delivery of a court of competent jurisdiction, this Agreement by the Securityholder and the performance by the Securityholder of the Securityholder’s obligations under this Agreement, other than those that are contemplated by the Proposal Agreement. (h) None of the Subject Securities are subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the Company’s securityholders or give consents or approvals of any kind, except this Agreement or as contemplated by the Proposal Agreement. (i) None of the execution and delivery by the Securityholder of this Agreement or the completion of the transactions contemplated hereby or the compliance by the Securityholder with its obligations hereunder will not violate, contravene, result in any breach of, or be in conflict with, or constitute a violation or breach of or default under, or conflict with: create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any contract, commitment, agreement, understanding or arrangement constating documents of the Securityholder (if the Securityholder is not a natural person); (ii) any kind contract to which the Securityholder is or will be a party and or by which the Securityholder is or will be bound at the time of such consummationbound; and (iiiii) any applicable Law, including any judgementjudgment, decree, order or award of any government, court, governmental or regulatory body, arbitrator or similar body Governmental Entity applicable to the Securityholder; or (iv) any law applicable to the Securityholder, except in each case as would not reasonably be expected, individually or in the aggregate, to materially impair the ability of the Securityholder to perform its obligations hereunder.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent and Purchaser as follows Earthstone (and acknowledges that Parent and Purchaser are Earthstone is relying on such the representations and warranties in connection with entering into this Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and therebyby the Arrangement Agreement) that: (a) the Securityholder has the legal capacity (including, if such Securityholder is a corporation or other legal entity, due authorization) to execute and deliver this Agreement and to consummate the transactions contemplated hereby; (b) this Agreement has been duly executed and delivered by the Securityholder, and, assuming the due authorization, execution and delivery by the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of the Securityholder, enforceable in accordance with its terms, subject to bankruptcy, insolvency and other similar laws affecting creditors’ rights generally, and to general principles of equity; (c) neither the execution and delivery of this Agreement by the Securityholder, the performance by the Securityholder of its obligations hereunder nor the compliance by the Securityholder with any of the provisions hereof will continue to be until the Effective Time) the sole registered holder and/or beneficial owner result in any breach of, or exercises be in conflict with, or constitute a default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of any constating or governing documents, by-laws or resolutions of the Securityholder; (d) the Securityholder’s Securities represent all the securities or rights to acquire securities of Lynden owned legally or beneficially, directly or indirectly, by the Securityholder or for which the Securityholder has or shares any direct or indirect voting power or power of disposition or other control or direction overdirection. The Securityholder has sole voting power, sole power of disposition, sole control and sole direction, directly or indirectly, and sole power to agree to all of the Subject Securities listed on matters set forth in this Agreement with respect to the Acceptance, with good and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions Securityholder’s Securities; (other than resale and similar restrictions), security interests and rights of others and e) no person or entity Person has any agreement, agreement or option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual), for the purchase, acquisition or transfer of any Subject Securities, or any interest therein or right thereto, except pursuant to the Arrangement Agreement and this Agreement; (b) the only securities of the Company held of record or beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities listed on the Acceptance; (c) the Securityholder has the sole right to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (d) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company (whether by law, pre-emptive or contractual) or any rights or privileges capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder purchase, requisition or transfer to from the Securityholder of additional securities any of the Company or any interest therein;Securityholder’s Securities, except pursuant to this Agreement and the Arrangement Agreement; and (ef) the Securityholder has the sole right not previously granted or agreed to vote (or cause to vote) all of its Subject Securities (which have a right to vote) now held and none grant any ongoing proxy in respect of the Subject Securityholder’s Securities is subject or entered or agreed to enter into any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, or any agreement to call meetings a meeting of any of the Shareholders shareholders or give consents or approvals of any kind with respect to any Subject Securities; and (f) the Securityholder is duly authorized to execute and deliver this Agreement and perform its obligations hereunder and this Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement, enforceable against the Securityholder in accordance with its terms, except as which may be limited by bankruptcy, insolvency and other applicable laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction, and the performance by the Securityholder of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with: (i) any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder is or will be a party and by which the Securityholder is or will be bound at the time of such consummation; and (ii) any applicable Law, including any judgement, decree, order or award of any government, court, governmental or regulatory body, arbitrator or similar body applicable to affect the Securityholder’s Securities.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent and Purchaser as follows Xxxxxx (and acknowledges that Parent and Purchaser are Xxxxxx is relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and therebysame) that: (a) The Securityholder has the legal capacity (including if such Securityholder is a corporation or other legal entity, due authorization) to execute and deliver this Agreement and to consummate the transactions contemplated hereby; (b) This Agreement has been duly authorized, executed and delivered by the Securityholder, and, assuming the due authorization, execution and delivery by Xxxxxx, this Agreement constitutes a legal, valid and binding obligation of the Securityholder, enforceable in accordance with its terms, subject to bankruptcy, insolvency and other similar laws affecting creditors’ rights generally, and to general principles of equity; (c) The Securityholder’s Shares represent all the Xxxxxx Shares or rights to acquire Xxxxxx Shares held of record or owned beneficially, directly or indirectly, by the Securityholder is (and will continue to be until and/or its Affiliates or for which the Effective Time) the sole registered holder Securityholder and/or beneficial owner of, its Affiliates has or exercises shares any direct or indirect voting power or power of disposition or other control or direction overdirection. The Securityholder has voting power and control and direction, directly or indirectly, and power to agree to all of the Subject Securities listed on matters set forth in this Agreement with respect to the Acceptance, with good and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions Securityholder’s Shares; (other than resale and similar restrictions), security interests and rights of others and no d) No person or entity has any agreement, agreement or option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual), for the purchase, acquisition or transfer of any Subject Securities, or any interest therein or right thereto, except pursuant to the Arrangement Agreement and this Agreement; (b) the only securities of the Company held of record or beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities listed on the Acceptance; (c) the Securityholder has the sole right to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (d) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company (whether by law, pre-emptive emption or contractual) or any rights or privileges capable of becoming an agreement or option, for the purchase purchase, requisition or acquisition by transfer from the Securityholder or transfer any other Securityholder’s Xxxxxx Shares prior to the Securityholder of additional securities of the Company or any interest therein;Expiry Date; and (e) the The Securityholder has the sole right not previously granted or agreed to vote (grant any ongoing proxy, power of attorney or cause to vote) all of its Subject Securities (which have a right to vote) now held and none other voting agreement in respect of the Subject Securities is subject to Securityholder’s Shares or entered into any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, or any agreement to call meetings of any of the Shareholders shareholders or give consents or approvals of in any kind with respect to any Subject Securities; and (f) the Securityholder is duly authorized to execute and deliver this Agreement and perform its obligations hereunder and this Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement, enforceable against the Securityholder in accordance with its terms, except as may be limited by bankruptcy, insolvency and other applicable laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction, and the performance by the Securityholder of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with: (i) any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder is or will be a party and by which the Securityholder is or will be bound at the time of such consummation; and (ii) any applicable Law, including any judgement, decree, order or award of any government, court, governmental or regulatory body, arbitrator or similar body applicable to the Securityholder’s Shares.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent and the Purchaser as follows (and acknowledges that Parent and the Purchaser are is relying on such these representations and warranties in connection with entering into this Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and therebyby the Proposal Agreement) that: (a) the The Securityholder is (and will continue to be until a corporation or other entity validly existing under the Effective Time) laws of the sole registered holder and/or beneficial owner of, or exercises control or direction over, the Subject Securities listed on the Acceptance, with good and marketable title thereto, free and clear jurisdiction of all claims, liens, charges, encumbrances, restrictions (other than resale and similar restrictions), security interests and rights of others and no person or entity has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual), for the purchase, acquisition or transfer of any Subject Securities, or any interest therein or right thereto, except pursuant to the Arrangement Agreement and this Agreement;its existence. (b) the only securities of the Company held of record or beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities listed on the Acceptance; (c) the The Securityholder has the sole right requisite power and authority to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (d) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company (whether by law, pre-emptive or contractual) or any rights or privileges capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein; (e) the Securityholder has the sole right to vote (or cause to vote) all of its Subject Securities (which have a right to vote) now held and none of the Subject Securities is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, call meetings of any of the Shareholders or give consents or approvals of any kind with respect to any Subject Securities; and (f) the Securityholder is duly authorized to execute and deliver this Agreement enter into and perform its obligations hereunder and under this Agreement. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement, agreement of the Securityholder enforceable against the Securityholder in accordance with its terms, except as may be limited by subject only to any limitation under bankruptcy, insolvency and or other applicable laws affecting the enforcement of creditors’ rights generally and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction. (c) The Securityholder, directly or indirectly, exercises control or direction over all of the Subject Securities set forth on Schedule A to this ‎Agreement. Other than the Subject Securities, neither the Securityholder nor any of its affiliates, beneficially own, directly or indirectly, or exercise control or direction over any additional securities, or any securities convertible or exchangeable into any additional securities, of the Company or any of its subsidiaries. (d) As at the date hereof, the Securityholder is, and, subject to any Dispositions permitted by Article 4, immediately prior to the qualification that equitable remedies may only Amendment Time the Securityholder will be, directly or indirectly, the sole beneficial owner of the Subject Securities. (e) The Securityholder has the sole right to sell, exercise and vote or direct the sale, exercise and voting of the Subject Securities. (f) No Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities or any interest therein or right thereto, except the Purchaser pursuant to this Agreement or the Proposal Agreement. (g) No material consent, approval, order or authorization of, or declaration or filing with, any Person is required to be granted obtained by the Securityholder in connection with the discretion execution and delivery of a court of competent jurisdiction, this Agreement by the Securityholder and the performance by the Securityholder of the Securityholder’s obligations under this Agreement, other than those that are contemplated by the Proposal Agreement. (h) None of the Subject Securities are subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of the Company’s securityholders or give consents or approvals of any kind, except this Agreement or as contemplated by the Proposal Agreement. (i) None of the execution and delivery by the Securityholder of this Agreement or the completion of the transactions contemplated hereby or the compliance by the Securityholder with its obligations hereunder will not violate, contravene, result in any breach of, or be in conflict with, or constitute a violation or breach of or default under, or conflict withcreate a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any contract, commitment, agreement, understanding or arrangement constating documents of the Securityholder (if the Securityholder is not a natural person); (ii) any kind contract to which the Securityholder is or will be a party and or by which the Securityholder is or will be bound at the time of such consummationbound; and (iiiii) any applicable Law, including any judgementjudgment, decree, order or award of any government, court, governmental or regulatory body, arbitrator or similar body Governmental Entity applicable to the Securityholder; or (iv) any law applicable to the Securityholder, except in each case as would not reasonably be expected, individually or in the aggregate, to materially impair the ability of the Securityholder to perform its obligations hereunder.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent and Purchaser Alamos as follows and acknowledges that Parent and Purchaser are Alamos is relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and therebyProposed Transaction: (a) the Securityholder is (and will continue to be until the Effective Time) the sole registered holder and/or beneficial owner of, or exercises the sole person exercising control or direction over, the Subject Securities listed on the AcceptanceArgonaut Shares, Options, DSUs, PSUs and RSUs, with good valid and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions (encumbrances and security interests other than resale and similar restrictions), security interests and rights those arising by operation of others statute and no person or entity has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual)option, for the purchase, acquisition or transfer of any Subject Securitiesthe Argonaut Shares, Options, DSUs, PSUs and RSUs from the Securityholder or any interest therein or right thereto, except pursuant to the Arrangement Agreement and this AgreementProposed Transaction; (bi) the only securities of the Company held of record or Argonaut beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are those listed in the Subject Securities listed on Acceptance at the Acceptance; end of this Agreement, and (c) the Securityholder has the sole right to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (dii) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company (whether by law, pre-emptive or contractual) Argonaut or any rights right or privileges privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company Argonaut or any interest therein; (ec) the Securityholder has the sole right to dispose of or transfer (or cause to be disposed of or transferred) all of its Argonaut Shares and Options, DSUs, PSUs and RSUs (subject to the express terms of the Argonaut Incentive Plan and of any document evidencing the grant of the Options, DSUs, PSUs and RSUs) now held, and will have the right to dispose of or transfer (or cause to be disposed of or transferred) all Argonaut Shares and Options, DSUs, PSUs and RSUs (subject to the express terms of the Argonaut Incentive Plan and of any document evidencing the grant of the Options, DSUs, PSUs and RSUs) hereafter acquired by it; (d) the Securityholder has the sole right to vote (or cause to votebe voted) all of its Subject Securities (which have a right to vote) now held and none of the Subject Securities is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to now held and will have the voting or sole right to vote, call meetings of any of vote (or cause to be voted) all Subject Securities hereafter acquired by the Shareholders or give consents or approvals of any kind with respect to any Subject Securities; andSecurityholder; (fe) the Securityholder is duly authorized to execute and deliver this Agreement and perform its obligations hereunder and this Agreement has been duly executed and delivered by the Securityholder and constitutes is a legal, valid and binding agreement, enforceable against the Securityholder in accordance with its terms, except as may be limited by bankruptcy, insolvency and other applicable laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction, and the performance by the Securityholder of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with: with (i) any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder is or will be a party and by which the Securityholder is or will be bound at the time of such consummation; and , or (ii) any applicable LawLaws; and (f) the Securityholder has received a substantially final draft of the Arrangement Agreement dated March, including 2024, and has read and fully understands such draft of the Arrangement Agreement and the transactions contemplated thereby. The Securityholder acknowledges and agrees that the Securityholder has had the opportunity to seek independent legal advice with respect to this Agreement, the Arrangement Agreement and the transactions contemplated hereby and thereby, and that any judgement, decree, order or award of any government, court, governmental or regulatory body, arbitrator or similar body applicable to failure on the Securityholder’s part to seek independent legal advice shall not affect (and the Securityholder shall not assert that it affects) the validity, enforceability or effect of this Agreement or the Arrangement Agreement.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent the Purchaser (and Purchaser as follows understands and acknowledges that Parent and the Purchaser are is relying on such these representations and warranties in connection with entering into this Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and therebyby the Arrangement Agreement) the matters set out below: (a) the Securityholder is (and will continue to be until the Effective Time) the sole registered holder and/or beneficial owner ofif an individual, or exercises control or direction over, the Subject Securities listed on the Acceptance, with good and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions (other than resale and similar restrictions), security interests and rights of others and no person or entity has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual), for the purchase, acquisition or transfer of any Subject Securities, or any interest therein or right thereto, except pursuant to the Arrangement Agreement and this Agreement; (b) the only securities of the Company held of record or beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities listed on the Acceptance; (c) the Securityholder has the sole right to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (d) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company (whether by law, pre-emptive or contractual) or any rights or privileges capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein; (e) the Securityholder has the sole right to vote (or cause to vote) all of its Subject Securities (which have a right to vote) now held and none of the Subject Securities is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, call meetings of any of the Shareholders or give consents or approvals of any kind with respect to any Subject Securities; and (f) the Securityholder is duly authorized legal capacity to execute and deliver this Agreement and perform to consummate the transactions contemplated by this Agreement; if a Person other than an individual, the Securityholder is validly existing under the laws of its governing jurisdiction, has all necessary power and authority to enter into this Agreement and has taken all steps necessary to authorize the execution of this Agreement and the performance of its obligations hereunder and under this Agreement. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreementobligation of the Securityholder, enforceable against the Securityholder in accordance with its terms; (b) the securities set forth in Schedule A represent all the Subject Securities beneficially owned, directly or indirectly, or controlled or directed, by the Securityholder as of the date hereof. Other than the securities set forth in Schedule A, neither the Securityholder nor any of his, her or its affiliates beneficially owns, directly or indirectly, or exercises control or direction over, or has any agreement or option, or right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or any of his, her or its affiliates or transfer to the Securityholder or any of his, her or its affiliates of any additional securities of Sunward or any of its affiliates; (c) the Securityholder is, and will continue to be from the date hereof (or in the case of any Subject Securities acquired after the date hereof, from the date of each such acquisition) through to the Expiry Time, the sole beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of all Liens (other than (i) any restrictions on transfer imposed by applicable Securities Laws and (ii) as provided under this Agreement); (d) the Securityholder has the sole right to dispose of and vote (to the extent permitted by the attributes of such Subject Securities or pursuant to applicable Laws, regulation or policy), or direct the disposal and voting of, the Subject Securities; (e) no Person has any agreement or option, or any right or privilege (whether by Laws, pre- emptive or contractual) capable of becoming an agreement or option, providing for the purchase, acquisition or transfer of any of the Subject Securities or any interest therein or right thereto, except as may be limited by bankruptcy, insolvency and other applicable laws affecting the enforcement Purchaser pursuant to the Arrangement Agreement; (f) none of creditors’ rights generally and the Subject Securities is subject to any proxy, voting trust, vote pooling or other agreement with respect to the qualification that equitable remedies may only be granted in right to vote, call meetings of any of Sunward’s securityholders or give consents or approvals of any kind other than approvals which have been obtained; (g) none of the discretion of a court of competent jurisdiction, execution and the performance delivery by the Securityholder of its this Agreement or the completion of the transactions contemplated hereby or the compliance by the Securityholder with the Securityholder’s obligations hereunder will not violate, contravene, result in any breach of, or be in conflict with, or constitute a violation or breach of or default under, or conflict withcreate a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) if the Securityholder is not an individual, any contract, commitment, agreement, understanding constating or arrangement governing documents or resolutions of the Securityholder; (ii) any kind Contract to which the Securityholder is or will be a party and or by which the Securityholder is or will be bound at any of the time property or assets of such consummationthe Securityholder are bound; and (iiiii) any applicable Law, including any judgementjudgment, decree, order or award of any governmentGovernmental Entity; or (iv) any applicable Laws; (h) no consent, courtwaiver, governmental approval, authorization, order, exemption, registration, license or regulatory bodydeclaration of or by, arbitrator or similar body applicable filing with, or notification to any Governmental Entity or other third party which has not been made or obtained is required to be made or obtained by the Securityholder or any of his, her or its affiliates in connection with the execution and delivery by the Securityholder and enforcement against the Securityholder of this Agreement or the consummation of any transactions provided for herein (provided that the Securityholder makes no representations or warranties with respect to the consents, waivers, approvals, authorizations or declarations of or by, or filings with, or notices to any Governmental Entities or other third parties on the part of Sunward or the Purchaser necessary for the consummation of the transactions contemplated by the Arrangement Agreement); (i) there is no private or governmental action, suit, claim, arbitration or other proceeding in progress or, to the knowledge of the Securityholder, pending before any Governmental Entity, or, to the knowledge of the Securityholder, threatened against the Securityholder or any of his, her or its affiliates or, if applicable, to the knowledge of the Securityholder any of their respective directors or officers (in their capacities as such) that, individually or in the aggregate, could adversely affect the Securityholder’s ability to enter into this Agreement or perform his, her or its obligations hereunder or the title of the Securityholder to any of the Subject Securities. There is no judgment, decree or order against the Securityholder or any of his, her or its affiliates or, if applicable, any of their directors or officers (in their capacities as such) that would reasonably be expected to prevent, enjoin, alter, delay or adversely affect the ability of the Securityholder to enter into this Agreement, to perform his, her or its obligations under this Agreement or the title of the Securityholder to any of the Subject Securities; (j) the Securityholder is a sophisticated investor with respect to the Subject Securities and has independently and without reliance upon the Purchaser and based on such information as the Securityholder has deemed appropriate, made his, her or its own analysis and decision to enter into this Agreement. The Securityholder has received a copy of the Arrangement Agreement and has had an opportunity to review the Arrangement Agreement with his, her or its legal counsel. As of the date hereof, the Securityholder has full knowledge of and access to information concerning Sunward and the Sunward Shares. The Securityholder acknowledges that, unless and until this Agreement is terminated in accordance with its terms, the agreements contained herein with respect to the Subject Securities by the Securityholder are irrevocable; and (k) the Securityholder (i) is not the beneficial owner of, and does not have control or direction over, any securities of the Purchaser or any of its subsidiaries; or (ii) is party to a voting agreement with Sunward, substantially in the form of this Agreement, pursuant to which the Securityholder has agreed, among other things, to vote his, her or its NovaCopper Shares in favour of the issuance of the Consideration Shares and reservation for issuance of the Option Shares in connection with the Arrangement.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent and Purchaser Richmont as follows and acknowledges that Parent and Purchaser are Richmont is relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and therebyProposed Transaction: (a) the Securityholder is (and will continue to be until the Effective Time) the sole registered holder and/or beneficial owner ofof the Shares, or exercises control or direction overOptions, the Subject Securities listed on the AcceptanceWarrants, PSUs, RSUs and DSUs, with good valid and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions (encumbrances and security interests other than resale and similar restrictions), security interests and rights those arising by operation of others statute and no person or entity has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual)option, for the purchase, acquisition or transfer of any Subject Securitiesthe Shares, Options, Warrants, PSUs, RSUs or DSUs, or any interest therein or right thereto, from the Securityholder except pursuant to the Arrangement Agreement and this AgreementProposed Transaction; (bi) the only securities of the Company held of record or Alamos beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities those listed on in the Acceptance; , and (c) the Securityholder has the sole right to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (dii) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company (whether by law, pre-emptive or contractual) Alamos or any rights right or privileges privilege capable of becoming an agreement or option, option for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company Alamos or any interest therein; 36566-2054 24092387.2 (c) the Securityholder has the sole right to dispose of or transfer (or cause to be disposed of or transferred) all of its Shares, Options, Warrants, PSUs, RSUs and DSUs now held, and will have the right to dispose of or transfer (or cause to be disposed of or transferred) all Shares, Options, Warrants, PSUs, RSUs and DSUs hereafter acquired by it (in each case subject, in respect of any Option, Warrant, PSU, RSU or DSU, to the express terms of the Alamos long-term incentive plan, and of any document evidencing the grant of such Option, Warrant, PSU, RSU or DSU); (ed) the Securityholder has the sole right to vote (or cause to votebe voted) all of its Subject Securities (which have a right to vote) now held and none of will have the sole right to vote (or cause to be voted) all Subject Securities is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, call meetings of any of the Shareholders or give consents or approvals of any kind with respect to any Subject Securities; andhereafter acquired by it; (fe) the Securityholder is duly authorized to execute and deliver this Agreement and perform its obligations hereunder and this Agreement has been duly executed and delivered by the Securityholder and constitutes is a legal, valid and binding agreement, enforceable against the Securityholder in accordance with its terms, except as may be limited by bankruptcy, insolvency and other applicable laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction, and the performance by the Securityholder of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with: (i) , any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder is or will be a party and by which the Securityholder is or will be bound at the time of such consummationperformance; and (f) the Securityholder has received a substantially final draft of the Arrangement Agreement dated September 11 2017, and (ii) has read and fully understands such draft of the Arrangement Agreement and the transactions contemplated thereby. The Securityholder acknowledges and agrees that the Securityholder has had the opportunity to seek independent legal advice with respect to this Agreement, the Arrangement Agreement and the transactions contemplated hereby and thereby, and that any applicable Law, including any judgement, decree, order or award of any government, court, governmental or regulatory body, arbitrator or similar body applicable to failure on the Securityholder’s part to seek independent legal advice shall not affect (and the Securityholder shall not assert that it affects) the validity, enforceability or effect of this Agreement or the Arrangement Agreement.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent and Purchaser Xxxxxxxx as follows and acknowledges that Parent and Purchaser are Xxxxxxxx is relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Merger Agreement and completing the transactions contemplated hereby and thereby: (a) the Securityholder is (and will continue to be until the Effective Time) the sole registered holder and/or beneficial owner of, or exercises control or direction over, the Subject Securities listed on the Acceptance, with good and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions (other than resale resale, vesting and similar restrictions), security interests and rights of others and no person or entity Person has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual), for the purchase, acquisition or transfer of any the Subject Securities, or any interest therein or right thereto, except pursuant to the Arrangement Merger Agreement and this Agreement; (bi) the only securities of the Company Agnico held of record or beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities those listed on the Acceptance; ; and (c) the Securityholder has the sole right to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (dii) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company Agnico (whether by law, pre-emptive or contractual) or any rights or privileges privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company Agnico or any interest therein; (ec) other than pursuant to the covenants set out in this Agreement, the Securityholder has the sole right to sell (or cause to be sold) all of its Subject Securities now held (other than with respect to securities that have not vested); (d) the Securityholder has the sole right to vote (or cause to vote) all of its Subject Securities (which have a right to vote) now held and none as contemplated herein. None of the Subject Securities is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, call meetings of any of the Agnico Shareholders or give consents or approvals of any kind with respect to any Subject Securities; and (fe) the Securityholder is duly authorized to execute and deliver this Agreement and perform its his or her obligations hereunder and this Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement, enforceable against the Securityholder in accordance with its terms, except as may be limited by bankruptcy, insolvency and other applicable laws Laws affecting the enforcement of creditors’ ' rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction, and the performance by the Securityholder of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with: (i) any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder is or will be a party and by which the Securityholder is or will be bound at the time of such consummation; and (ii) to its knowledge, any applicable Law, including any judgement, decree, order or award of any government, court, governmental body or regulatory body, arbitrator or similar body applicable to the Securityholder.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent and Purchaser Alamos as follows and acknowledges that Parent and Purchaser are Alamos is relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and therebyProposed Transaction: (a) the Securityholder is (and will continue to be until the Effective Time) the sole registered holder and/or beneficial owner ofof the Shares, or exercises control or direction overOptions, the Subject Securities listed on the AcceptanceRSUs and DSUs, with good valid and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions (encumbrances and security interests other than resale and similar restrictions), security interests and rights those arising by operation of others statute and no person or entity has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual)option, for the purchase, acquisition or transfer of any Subject Securitiesthe Shares, Options, RSUs or DSUs, or any interest therein or right thereto, from the Securityholder except pursuant to the Arrangement Agreement and this AgreementProposed Transaction; (b) (i) the only securities of the Company held of record or Richmont beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities those listed on in the Acceptance; , and (c) the Securityholder has the sole right to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (dii) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company (whether by law, pre-emptive or contractual) Richmont or any rights right or privileges privilege capable of becoming an agreement or option, option for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company Richmont or any interest therein; (ec) the Securityholder has the sole right to dispose of or transfer (or cause to be disposed of or transferred) all of its Shares, Options, RSUs and DSUs now held, and will have the right to dispose of or transfer (or cause to be disposed of or transferred) all Shares, Options, RSUs and DSUs hereafter acquired by it (in each 36566-2054 24046116.3 case subject, in respect of any Option, RSU or DSU, to the express terms of the Richmont LTIP or the Richmont DSU Plan, as applicable, and of any document evidencing the grant of such Option, RSU or DSU); (d) the Securityholder has the sole right to vote (or cause to votebe voted) all of its Subject Securities (which have a right to vote) now held and none of will have the sole right to vote (or cause to be voted) all Subject Securities is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, call meetings of any of the Shareholders or give consents or approvals of any kind with respect to any Subject Securities; andhereafter acquired by it; (fe) the Securityholder is duly authorized to execute and deliver this Agreement and perform its obligations hereunder and this Agreement has been duly executed and delivered by the Securityholder and constitutes is a legal, valid and binding agreement, enforceable against the Securityholder in accordance with its terms, except as may be limited by bankruptcy, insolvency and other applicable laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction, and the performance by the Securityholder of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with: (i) , any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder is or will be a party and by which the Securityholder is or will be bound at the time of such consummationperformance; and (f) the Securityholder has received a substantially final draft of the Arrangement Agreement dated September 11, 2017, and (ii) has read and fully understands such draft of the Arrangement Agreement and the transactions contemplated thereby. The Securityholder acknowledges and agrees that the Securityholder has had the opportunity to seek independent legal advice with respect to this Agreement, the Arrangement Agreement and the transactions contemplated hereby and thereby, and that any applicable Law, including any judgement, decree, order or award of any government, court, governmental or regulatory body, arbitrator or similar body applicable to failure on the Securityholder’s part to seek independent legal advice shall not affect (and the Securityholder shall not assert that it affects) the validity, enforceability or effect of this Agreement or the Arrangement Agreement.

Representations and Warranties of the Securityholder. The Securityholder hereby represents represents, warrants and warrants covenants to Parent Iberian and Purchaser SubCo as follows and acknowledges that Parent and Purchaser are relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and therebyfollows: (a) the Securityholder is (and will continue to be until the Effective Time) the sole registered holder and/or beneficial owner of, or exercises control or direction over, directly or indirectly, the Subject number of Securities listed set forth under the Securityholder's name on the Acceptanceacceptance page to this letter agreement, with good and marketable title theretowhich Securities are all of the Securities beneficially owned by the Securityholder, or over which it exercises control or direction, directly or indirectly, and, to the extent applicable, such Securities are free and clear of any and all claimsliens, lienspledges, mortgages, charges, claims, options, preferential rights of purchase, encumbrances, restrictions hypothecations or other burdens created by, through or under the Securityholder (“Claims”), other than Claims that do not and will not prevent the Securityholder from complying with its covenants hereunder; (b) none of the Securities is, or will be at the time of the Meeting, subject to any voting trust or voting agreement (other than resale and similar restrictionsthis letter agreement), security interests and rights there is not and will not be any proxy in existence with respect to any of others and the Securities except for any proxy given by the Securityholder for the purpose of fulfilling the Securityholder's obligations hereunder; (c) no person person, firm or entity corporation has any agreement, agreement or option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual), for the purchase, acquisition or transfer of any Subject Securities, or any interest therein or right thereto, except pursuant to the Arrangement Agreement and this Agreement; (b) the only securities of the Company held of record or beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities listed on the Acceptance; (c) the Securityholder has the sole right to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (d) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company (whether by law, pre-emptive or contractual) or any rights or privileges capable of becoming an agreement or option, for the purchase or purchase, acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein; (e) the Securityholder has the sole right to vote (or cause to vote) all of its Subject Securities (which have a right to vote) now held and none of the Subject Securities is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, call meetings of any of the Shareholders Securities or give consents any interest therein or approvals of any kind with respect to any Subject Securities; andright thereto; (fd) the Securityholder is duly authorized to execute and deliver this Agreement and perform its obligations hereunder and this Agreement letter agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement, obligation of the Securityholder enforceable against the Securityholder it in accordance with its terms, except terms (subject to the usual exceptions as may be limited by to bankruptcy, insolvency and insolvency, reorganization, moratorium or other applicable laws relating to or affecting the enforcement of creditors’ ' rights generally and subject to the qualification that availability of equitable remedies may only be granted in remedies); and (e) neither the discretion entering into of a court of competent jurisdiction, and this letter agreement nor the performance by the Securityholder of its any of the Securityholder's obligations hereunder under this letter agreement will not constitute a violation or breach of or default under, or conflict with: (i) any contract, commitment, agreement, understanding or arrangement of any kind other agreement to which the Securityholder is or will be a party and or by which the Securityholder is or will be bound at the time any of such consummation; and (ii) any applicable Law, including any judgement, decree, order or award of any government, court, governmental or regulatory body, arbitrator or similar body applicable to the Securityholder's assets or properties (including the Securities) are bound.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent and Purchaser Kxxxxxxx as follows and acknowledges that Parent and Purchaser are Kxxxxxxx is relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Merger Agreement and completing the transactions contemplated hereby and thereby: (a) the Securityholder is (and will continue to be until the Effective Time) the sole registered holder and/or beneficial owner of, or exercises control or direction over, the Subject Securities listed on the Acceptance, with good and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions (other than resale resale, vesting and similar restrictions), security interests and rights of others and no person or entity Person has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual), for the purchase, acquisition or transfer of any the Subject Securities, or any interest therein or right thereto, except pursuant to the Arrangement Merger Agreement and this Agreement; (bi) the only securities of the Company Agnico held of record or beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities those listed on the Acceptance; ; and (c) the Securityholder has the sole right to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (dii) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company Agnico (whether by law, pre-emptive or contractual) or any rights or privileges privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company Agnico or any interest therein; (ec) other than pursuant to the covenants set out in this Agreement, the Securityholder has the sole right to sell (or cause to be sold) all of its Subject Securities now held (other than with respect to securities that have not vested); (d) the Securityholder has the sole right to vote (or cause to vote) all of its Subject Securities (which have a right to vote) now held and none as contemplated herein. None of the Subject Securities is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, call meetings of any of the Agnico Shareholders or give consents or approvals of any kind with respect to any Subject Securities; and (fe) the Securityholder is duly authorized to execute and deliver this Agreement and perform its his or her obligations hereunder and this Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement, enforceable against the Securityholder in accordance with its terms, except as may be limited by bankruptcy, insolvency and other applicable laws Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction, and the performance by the Securityholder of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with: (i) any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder is or will be a party and by which the Securityholder is or will be bound at the time of such consummation; and (ii) to its knowledge, any applicable Law, including any judgement, decree, order or award of any government, court, governmental body or regulatory body, arbitrator or similar body applicable to the Securityholder.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent and Purchaser Contact Nevada as follows and acknowledges that Parent and Purchaser are Contact Nevada is relying on such representations and warranties in connection with entering into this Agreement and Agreement, the Arrangement Agreement and completing pursuing the transactions contemplated hereby and therebyProposed Transaction: (a) the Securityholder is (and will continue to be until the Effective Time) the sole registered holder and/or beneficial owner of, or exercises control or direction over, the Subject Securities listed on the AcceptanceContact Stock now held, with good valid and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions (encumbrances and security interests other than resale and similar restrictions), security interests and rights those arising by operation of others statute and no person or entity has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual)option, for the purchase, acquisition or transfer of any Subject Securities, such Contact Stock from the Securityholder or any interest therein or right thereto, except pursuant to the Arrangement Agreement and this Agreement; (b) (i) the only securities of the Company held of record or Contact Nevada beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities those listed on the Acceptance; acceptance page of this Agreement, and (c) the Securityholder has the sole right to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (dii) the Securityholder has no other agreement, options, restricted share units, deferred share units, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company (whether by law, pre-emptive or contractual) Contact Nevada or any rights or privileges privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company Contact Nevada or any interest therein; (ec) other than pursuant to the covenants set out in this Agreement, the Securityholder has the sole right to sell (or cause to be sold) all of its Contact Stock or other securities now held, and will have the right to sell (or cause that to occur) all securities of Contact Nevada hereafter acquired by it; (d) the Securityholder has the sole right to vote (or cause to vote) all of its Subject Securities Contact Stock now held and will have the right to vote (which have a right or cause to vote) now held and none of all Contact Stock hereafter acquired by it; (e) if the Subject Securities Securityholder is subject to any power of attorney, proxy, voting trust, vote pooling a corporation or other agreement with respect entity, it is duly organized under the laws of its jurisdiction of incorporation or formation and is validly existing and has the necessary corporate or other power and authority to the voting or right enter into this Agreement and to vote, call meetings of any of the Shareholders or give consents or approvals of any kind with respect to any Subject Securities; andperform its obligations hereunder; (f) the Securityholder is duly authorized to execute and deliver this Agreement and perform its obligations hereunder and this Agreement has been duly executed and delivered by the Securityholder and constitutes is a legal, valid and binding agreement, enforceable against the Securityholder in accordance with its terms, except as may be limited by bankruptcy, insolvency and other applicable laws Laws affecting the enforcement of creditors’ ' rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction, and the performance by the Securityholder of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with: with (i) any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder is or will be a party and by which the Securityholder is or will be bound at the time of such consummation; and , (ii) to its knowledge, any applicable LawLaws, including any judgementand (iii) if the Securityholder is a corporation or other entity, decreeits constating documents; (g) no consent, approval, order or award authorization of, or declaration or filing with, any Governmental Entity or other person is required to be obtained by the Securityholder in connection with the execution, delivery or performance of this Agreement; and (h) there are no legal proceedings, regulatory actions or investigations in progress or pending before any governmentGovernmental Entity or threatened against the Securityholder or any judgment, court, governmental decree or regulatory body, arbitrator or similar body applicable order against the Securityholder that would adversely affect in any material manner the Securityholder's title to the SecurityholderSubject Securities or the ability of the Securityholder to enter into this Agreement and to perform its obligations hereunder.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent and the Purchaser as follows and acknowledges that Parent and the Purchaser are is relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and therebyAgreement: (a) the Securityholder is (and will continue to be until the Effective Time) the sole registered holder and/or beneficial owner of, or exercises control or direction over, of the Subject Securities listed on Shares and the AcceptanceExchangeable Securities, with good valid and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions (encumbrances and security interests other than resale and similar restrictions), security interests and rights those arising by operation of others statute and no person or entity has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual)option, for the purchase, acquisition or transfer of any Subject Securities, the Shares and Exchangeable Securities from the Securityholder or any interest therein or right thereto, except pursuant to the Arrangement Agreement and this Agreement; (b) (i) the only securities of the Company held of record or beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities those listed on the Acceptance; , and (c) the Securityholder has the sole right to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (dii) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company (whether by law, pre-emptive or contractual) or any rights or privileges privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein; (ec) the Securityholder has the sole right to sell (or cause to be sold) all of its Shares now held, and will have the right to sell (or cause to be sold) all common shares of the Company hereafter acquired by it; (d) the Securityholder has the right to vote (or cause to vote) all of its Subject Securities Shares now held and will have the right vote (which have a right or cause to vote) now held and none all common shares of the Subject Securities Company hereafter acquired by it; (e) if the Securityholder is subject to any power of attorney, proxy, voting trust, vote pooling a corporation or other agreement with respect entity, it is duly organized under the laws of its jurisdiction of incorporation or formation and is validly existing and has the necessary corporate or other power and authority to the voting or right enter into this Agreement and to vote, call meetings of any of the Shareholders or give consents or approvals of any kind with respect to any Subject Securitiesperform its obligations hereunder; and (f) the Securityholder is duly authorized to execute and deliver this Agreement and perform its obligations hereunder and this Agreement has been duly executed and delivered by the Securityholder and constitutes is a legal, valid and binding agreement, enforceable against the Securityholder in accordance with its terms, except as may be limited by bankruptcy, insolvency and other applicable laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction, and the performance by the Securityholder of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with: with (i) any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder is or will be a party and by which the Securityholder is or will be bound at the time of such consummation; and (ii) to its knowledge, any applicable LawLaws; and (iii) if the Securityholder is a corporation or other entity, including any judgement, decree, order or award of any government, court, governmental or regulatory body, arbitrator or similar body applicable to the Securityholderits constating documents.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent and Purchaser as follows KDI (and acknowledges that Parent and Purchaser are KDI is relying on such these representations and warranties in connection with entering into this Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and therebyby the Arrangement Agreement) the matters set out below: (a) the Securityholder is (and will continue to be until the Effective Time) the sole registered holder and/or beneficial owner of, or exercises control or direction over, the Subject Securities listed on the Acceptance, with good and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions (other than resale and similar restrictions), security interests and rights of others and no person or entity has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual), for the purchase, acquisition or transfer of any Subject Securities, or any interest therein or right thereto, except pursuant to the Arrangement Agreement and this Agreement; (b) the only securities of the Company held of record or beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities listed on the Acceptance; (c) the Securityholder has the sole right to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (d) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company (whether by law, pre-emptive or contractual) or any rights or privileges capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein; (e) the Securityholder has the sole right to vote (or cause to vote) all of its Subject Securities (which have a right to vote) now held and none of the Subject Securities is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, call meetings of any of the Shareholders or give consents or approvals of any kind with respect to any Subject Securities; and (f) the Securityholder is duly authorized legal capacity to execute and deliver this Agreement and perform its obligations hereunder and this to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement, obligation of the Securityholder enforceable against the Securityholder it in accordance with its terms, except as may be limited by subject to bankruptcy, insolvency and other applicable laws Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction; (b) the Mountain Shares, Mountain RSUs and Mountain Options as set forth in Schedule A, as applicable, represent all the securities of Mountain beneficially owned, directly or indirectly, or controlled or directed by the Securityholder. Other than the securities set forth in Schedule A, neither the Securityholder nor any of its Affiliates (i) owns beneficially, or exercises control or direction over, directly or indirectly, additional securities of Mountain or any of its Affiliates or (ii) has any agreement or option, or right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or any of its Affiliates to transfer to the Securityholder or any of its Affiliates of, additional securities of Mountain or any of its Affiliates; (c) the Securityholder is, and will continue to be until the performance Expiry Time, the sole beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of all encumbrances, liens, restrictions (other than resale, vesting or other similar restrictions), charges, claims and rights of others; (d) the Securityholder has the sole right to sell and vote (to the extent permitted by the attributes of such Subject Securities or pursuant to applicable Laws, regulation or policy) or direct the sale and voting of the Subject Securities; (e) no Person has any agreement or option, or any right or privilege (whether by Laws, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities or any interest therein or right thereto, except KDI pursuant to the Arrangement; (f) none of the Subject Securities is subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of Mountain’s securityholders or give consents or approvals of any kind; (g) none of the execution and delivery by the Securityholder of its this Agreement or the completion of the transactions contemplated hereby or the compliance by the Securityholder with the Securityholder’s obligations hereunder will not violate, contravene, result in any breach of, or be in conflict with, or constitute a violation or breach of or default under, or conflict withcreate a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any contractconstating or governing documents, commitment, agreement, understanding by-laws or arrangement resolutions of the Securityholder; (ii) any kind Contract to which the Securityholder is or will be a party and or by which the Securityholder is or will be bound at any of the time property or assets of such consummationthe Securityholder are bound; and (iiiii) any applicable Law, including any judgementjudgment, decree, order or award of any governmentGovernmental Entity; or (iv) any applicable Laws; (h) no consent, courtwaiver, governmental approval, authorization, order, exemption, registration, licence or regulatory bodydeclaration of or by, arbitrator or similar body applicable filing with, or notification to any Governmental Entity which has not been made or obtained is required to be made or obtained by the Securityholder in connection with the execution and delivery by the Securityholder and enforcement against the Securityholder of this Agreement or the consummation of any transactions provided for herein (provided that the Securityholder makes no representations or warranties with respect to the consents, waivers, approvals, authorizations or declarations of or by, or filings with, or notices to any Governmental Entities or other third parties on the part of Mountain or KDI necessary for the consummation of the transactions contemplated by the Arrangement Agreement); and (i) there is no private or governmental action, suit, claim, arbitration, investigation or other proceeding in progress or pending before any Governmental Entity, or, to the knowledge of the Securityholder, threatened against the Securityholder or any of its Affiliates or any of their directors or officers (in their capacities as such) that, individually or in the aggregate, could adversely affect in any manner the Securityholder’s ability to enter into this Agreement or perform its obligations hereunder or the title of the Securityholder to any of the Subject Securities. There is no judgment, decree or order against the Securityholder or any of its Affiliates or any of their directors or officers (in their capacities as such) that could prevent, enjoin, alter, delay or adversely affect in any manner the ability of the Securityholder to enter into this Agreement, to perform its obligations under this Agreement or the title of the Securityholder to any of the Subject Securities.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent and Purchaser Agnico as follows and acknowledges that Parent and Purchaser are Agnico is relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Merger Agreement and completing the transactions contemplated hereby and thereby: (a) the Securityholder is (and will continue to be until the Effective Time) the sole registered holder and/or beneficial owner of, or exercises control or direction over, the Subject Securities listed on the Acceptance, with good and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions (other than resale resale, vesting and similar restrictions), security interests and rights of others and no person or entity Person has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual), for the purchase, acquisition or transfer of any the Subject Securities, or any interest therein or right thereto, except pursuant to the Arrangement Merger Agreement and this Agreement; (bi) the only securities of the Company Xxxxxxxx held of record or beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities those listed on the Acceptance; ; and (c) the Securityholder has the sole right to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (dii) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company Xxxxxxxx (whether by law, pre-emptive or contractual) or any rights or privileges privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company Xxxxxxxx or any interest therein; (ec) other than pursuant to the covenants set out in this Agreement, the Securityholder has the sole right to sell (or cause to be sold) all of its Subject Securities now held (other than with respect to securities that have not vested); (d) the Securityholder has the sole right to vote (or cause to vote) all of its Subject Securities (which have a right to vote) now held and none as contemplated herein. None of the Subject Securities is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, call meetings of any of the Xxxxxxxx Shareholders or give consents or approvals of any kind with respect to any Subject Securities; and (fe) the Securityholder is duly authorized to execute and deliver this Agreement and perform its his or her obligations hereunder and this Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement, enforceable against the Securityholder in accordance with its terms, except as may be limited by bankruptcy, insolvency and other applicable laws Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction, and the performance by the Securityholder of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with: (i) any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder is or will be a party and by which the Securityholder is or will be bound at the time of such consummation; and and (ii) to its knowledge, any applicable Law, including any judgement, decree, order or award of any government, court, governmental body or regulatory body, arbitrator or similar body applicable to the Securityholder.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent the Purchaser (and Purchaser as follows understands and acknowledges that Parent and the Purchaser are is relying on such these representations and warranties in connection with entering into this Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and therebyby the Arrangement Agreement) the matters set out below: (a) the Securityholder is (and will continue to be until the Effective Time) the sole registered holder and/or beneficial owner ofif an individual, or exercises control or direction over, the Subject Securities listed on the Acceptance, with good and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions (other than resale and similar restrictions), security interests and rights of others and no person or entity has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual), for the purchase, acquisition or transfer of any Subject Securities, or any interest therein or right thereto, except pursuant to the Arrangement Agreement and this Agreement; (b) the only securities of the Company held of record or beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities listed on the Acceptance; (c) the Securityholder has the sole right to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (d) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company (whether by law, pre-emptive or contractual) or any rights or privileges capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein; (e) the Securityholder has the sole right to vote (or cause to vote) all of its Subject Securities (which have a right to vote) now held and none of the Subject Securities is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, call meetings of any of the Shareholders or give consents or approvals of any kind with respect to any Subject Securities; and (f) the Securityholder is duly authorized legal capacity to execute and deliver this Agreement and perform to consummate the transactions contemplated by this Agreement; if a Person other than an individual, the Securityholder is validly existing under the laws of its governing jurisdiction, has all necessary power and authority to enter into this Agreement and has taken all steps necessary to authorize the execution of this Agreement and the performance of its obligations hereunder and under this Agreement. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreementobligation of the Securityholder, enforceable against the Securityholder in accordance with its terms, except as subject to the qualification that such enforceability may be limited by bankruptcy, insolvency and insolvency, reorganization or other applicable laws Laws relating to or affecting the enforcement rights of creditors’ rights creditors generally and subject to the qualification that equitable remedies may only remedies, including specific performance, are discretionary; (b) the securities set forth in Schedule A represent all the Subject Securities beneficially owned, directly or indirectly, or controlled or directed, by the Securityholder as of the date hereof. Other than the securities set forth in Schedule A, neither the Securityholder nor any of his, her or its affiliates beneficially owns, directly or indirectly, or exercises control or direction over, or has any agreement or option, or right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or any of his, her or its affiliates or transfer to the Securityholder or any of his, her or its affiliates of any additional securities of Sunward or any of its affiliates; (c) the Securityholder is, and will continue to be granted from the date hereof (or in the discretion case of a court any Subject Securities acquired after the date hereof, from the date of competent jurisdictioneach such acquisition) through to the Expiry Time, the sole beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of all Liens (other than (i) any restrictions on transfer imposed by applicable Securities Laws and (ii) as provided under this Agreement); (d) the performance Securityholder has the sole right to dispose of and vote (to the extent permitted by the attributes of such Subject Securities or pursuant to applicable Laws, regulation or policy), or direct the disposal and voting of, the Subject Securities; (e) no Person has any agreement or option, or any right or privilege (whether by Laws, pre- emptive or contractual) capable of becoming an agreement or option, providing for the purchase, acquisition or transfer of any of the Subject Securities or any interest therein or right thereto, except the Purchaser pursuant to the Arrangement Agreement; (f) none of the Subject Securities is subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of Sunward’s securityholders or give consents or approvals of any kind; (g) none of the execution and delivery by the Securityholder of its this Agreement or the completion of the transactions contemplated hereby or the compliance by the Securityholder with the Securityholder’s obligations hereunder will not violate, contravene, result in any breach of, or be in conflict with, or constitute a violation or breach of or default under, or conflict withcreate a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) if the Securityholder is not an individual, any contract, commitment, agreement, understanding constating or arrangement governing documents or resolutions of the Securityholder; (ii) any kind Contract to which the Securityholder is or will be a party and or by which the Securityholder is or will be bound at any of the time property or assets of such consummationthe Securityholder are bound; and (iiiii) any applicable Law, including any judgementjudgment, decree, order or award of any governmentGovernmental Entity; or (iv) any applicable Laws; (h) no consent, courtwaiver, approval, authorization, order, exemption, registration, licence or declaration of or by, or filing with, or notification to any Governmental Entity or other third party which has not been made or obtained is required to be made or obtained by the Securityholder or any of his, her or its affiliates in connection with the execution and delivery by the Securityholder and enforcement against the Securityholder of this Agreement or the consummation of any transactions provided for herein (provided that the Securityholder makes no representations or warranties with respect to the consents, waivers, approvals, authorizations or declarations of or by, or filings with, or notices to any Governmental Entities or other third parties on the part of Sunward or the Purchaser necessary for the consummation of the transactions contemplated by the Arrangement Agreement); (i) there is no private or governmental action, suit, claim, arbitration, investigation or regulatory bodyother proceeding in progress or pending before any Governmental Entity, arbitrator or, to the knowledge of the Securityholder, threatened against the Securityholder or similar body applicable any of his, her or its affiliates or, if applicable, any of their respective directors or officers (in their capacities as such) that, individually or in the aggregate, could adversely affect the Securityholder’s ability to enter into this Agreement or perform his, her or its obligations hereunder or the title of the Securityholder to any of the Subject Securities. There is no judgment, decree or order against the Securityholder or any of his, her or its affiliates or, if applicable, any of their directors or officers (in their capacities as such) that could prevent, enjoin, alter, delay or adversely affect the ability of the Securityholder to enter into this Agreement, to perform his, her or its obligations under this Agreement or the title of the Securityholder to any of the Subject Securities; (j) the Securityholder is a sophisticated investor with respect to the Subject Securities and has independently and without reliance upon the Purchaser and based on such information as the Securityholder has deemed appropriate, made his, her or its own analysis and decision to enter into this Agreement. The Securityholder has received a copy of the Arrangement Agreement and has had an opportunity to review the Arrangement Agreement with his, her or its legal counsel. As of the date hereof, the Securityholder has full knowledge of and access to information concerning Sunward and the Sunward Shares. Any factors particular to the Securityholder, including non-financial factors, that were considered relevant by the Securityholder in assessing the Consideration offered under the Arrangement did not have the effect of reducing the Consideration that would otherwise have been considered acceptable by the Securityholder. The Securityholder acknowledges that, unless and until this Agreement is terminated in accordance with its terms, the agreements contained herein with respect to the Subject Securities by the Securityholder are irrevocable; and (k) the Securityholder (i) is not and will not be the beneficial owner of, and does not and will not have control or direction over, any securities of the Purchaser or any of its subsidiaries; or (ii) is party to a voting agreement with Sunward, substantially in the form of this Agreement, pursuant to which the Securityholder has agreed, among other things, to vote his, her or its NovaCopper Shares in favour of the issuance of the Consideration Shares and reservation for issuance of the Option Shares in connection with the Arrangement.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent and Purchaser as follows and acknowledges that Parent and Purchaser are relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and therebyBuyer that: (a) (i) The Securityholder owns legally or beneficially (as such term is defined in Rule 13d-3 under the Securityholder is Securities Exchange Act of 1934 (and will continue to be until the Effective Time“Exchange Act”)) all of the sole registered holder and/or beneficial owner of, or exercises control or direction over, the Subject Securities listed on the Acceptance, with good and marketable title thereto, Original Shares free and clear of all claimsEncumbrances, liensand (ii) except pursuant hereto, chargesthere are no options, encumbranceswarrants or other rights, restrictions (other than resale and similar restrictions)agreements, security interests and rights of others and no person arrangements or entity has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual), for the purchase, acquisition or transfer commitments of any Subject Securities, or any interest therein or right thereto, except pursuant character to which the Securityholder is a party relating to the Arrangement Agreement pledge, disposition or voting of any of the Original Shares and this Agreement;there are no voting trusts or voting agreements with respect to the Original Shares. (b) the only securities of the Company held The Securityholder does not own, of record or beneficially ownedbeneficially, directly or indirectly, or over which control or direction is exercised by any shares of Company Common Stock other than (i) the Securityholder or its Affiliates or associates are the Subject Securities listed on the Acceptance;Original Shares and (ii) any Options. (c) the Securityholder The Securityholder, if an entity, has the sole right full entity power and authority, or if an individual, has legal capacity, to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (d) the Securityholder has no other agreement, options, warrants or securities convertible enter into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company (whether by law, pre-emptive or contractual) or any rights or privileges capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein; (e) the Securityholder has the sole right to vote (or cause to vote) all of its Subject Securities (which have a right to vote) now held and none of the Subject Securities is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, call meetings of any of the Shareholders or give consents or approvals of any kind with respect to any Subject Securities; and (f) the Securityholder is duly authorized to execute and deliver this Agreement and to perform its fully the Securityholder’s obligations hereunder and this hereunder. This Agreement has been duly and validly authorized, executed and delivered by the Securityholder and constitutes a the legal, valid and binding agreementobligation of the Securityholder, enforceable against the Securityholder in accordance with its terms. (d) None of the execution and delivery of this Agreement by the Securityholder, except as may be limited by bankruptcy, insolvency and other applicable laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction, and the performance consummation by the Securityholder of its obligations hereunder the transactions contemplated hereby or compliance by the Securityholder with any of the provisions hereof will not conflict with or result in a breach, or constitute a violation default (with or breach without notice of lapse of time or default underboth) under any provision of, any trust agreement, loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, instrument or Law applicable to the Securityholder or to the Securityholder’s property or assets. (e) No consent, approval or authorization of, or conflict designation, declaration or filing with: , any Governmental Authority or other Person on the part of the Securityholder is required in connection with the valid execution and delivery of this Agreement. If the Securityholder is a married individual, no consent of the Securityholder’s spouse is necessary under any “community property” or other Laws in order for the Securityholder to enter into and perform his or her obligations under this Agreement, or if such consent is required, the Securityholder’s spouse has executed and delivered to Buyer a consent in the form of Exhibit A hereto. (f) If the undersigned Securityholder is a trust, the undersigned Securityholder represents and warrants that (i) any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder is or will be a party has delivered to the law firm of Kopple & Xxxxxxx, LLP true and by which the Securityholder is or will be bound at the time correct copies of such consummation; all applicable trust documents, as amended to date, and (ii) any applicable Lawsuch trust documents will not be amended, including any judgementand such trust shall not be revoked, decree, order between the date hereof and the Effective Time or award the earlier termination of any government, court, governmental or regulatory body, arbitrator or similar body applicable to the Securityholderthis Agreement as provided herein.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent and Purchaser Aurora as follows and acknowledges that Parent and Purchaser are Aurora is relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and therebyTransaction: (a) the Securityholder is (and will continue to be until the Effective Time) the sole registered holder and/or beneficial owner of, or exercises control or direction over, of the Subject Securities listed on the Acceptance, Shares and ICC Options with good valid and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions (encumbrances and security interests other than resale and similar restrictions), security interests and rights those arising by operation of others statute and no person or entity has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual)option, for the purchase, acquisition or transfer of any Subject Securities, the Shares and the ICC Options from the Securityholder or any interest therein or right thereto, except pursuant to the Arrangement Agreement and this AgreementTransaction; (bi) the only securities of the Company held of record or ICC beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities those listed on the Acceptance; , and (c) the Securityholder has the sole right to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (dii) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company (whether by law, pre-emptive or contractual) ICC or any rights or privileges privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company ICC or any interest therein; (ec) the Securityholder has the sole right to dispose of or transfer (or cause to be disposed of or transferred) all of its Shares and ICC Options now held, and will have the right to dispose of or transfer (or cause to be disposed of or transferred) all Shares and ICC Options hereafter acquired by it; (d) the Securityholder has the sole right to vote (or cause to votebe voted) all of its Subject Securities (which have a right to vote) now held and none of will have the sole right to vote (or cause to be voted) all Subject Securities is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, call meetings of any of the Shareholders or give consents or approvals of any kind with respect to any Subject Securities; andhereafter acquired by it; (fe) the Securityholder is duly authorized to execute and deliver this Agreement and perform its obligations hereunder and this Agreement has been duly executed and delivered by the Securityholder Securityholder, and, assuming the due authorization, execution and delivery by Aurora, this Agreement constitutes a legal, valid and binding agreementobligation of the Securityholder, enforceable against the Securityholder in accordance with its terms, except as may be limited by subject to laws of general application and bankruptcy, insolvency and other applicable similar laws affecting the enforcement of creditors’ rights generally and subject general principles of equity; (f) if the Securityholder is a corporation or other entity, it is validly subsisting under the laws of the jurisdiction governing its incorporation or formation and has all necessary corporate or other power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (g) neither the qualification that equitable remedies may only be granted in execution and delivery of this Agreement by the discretion of a court of competent jurisdictionSecurityholder, and the performance consummation by the Securityholder of the transactions contemplated hereby nor the compliance by the Securityholder with any of the provisions hereof will: (i) result in any breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or give rise to any third party right of termination, cancellation, material modification, acceleration, purchase or right of first refusal, under any provision of any of the constating documents of the Securityholder (if the Securityholder is a corporation or other entity) or under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, contract, licence, agreement, lease, permit or other instrument or obligation to which such Securityholder is a party or by which such Securityholder or any of its obligations hereunder will not properties or assets (including Shares and ICC Options) may be bound, or constitute a violation or breach of or default under, under or conflict with: (i) with any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder is or will be a party and by which the Securityholder is or will be bound at the time of such consummation, in each case, which breach or default could reasonably be expected to prevent, materially delay or materially impair the Securityholder’s ability to consummate the transactions contemplated by this Agreement; and or (ii) require the Securityholder to make any filing with (other than pursuant to the requirements of applicable Lawsecurities legislation which the Securityholder will undertake), including or to obtain any judgementpermit, decreewaiver, order authorization, exemption, registration, licence, consent or award approval of, any Governmental Entity or any other person; (h) the Securityholder has not previously granted or agreed to grant any power of attorney or attorney in fact, proxy or other right to vote in respect of the Subject Securities or entered into any voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any government, court, governmental or regulatory body, arbitrator or similar body applicable kind as to the Securities except those which are no longer of any force or effect; and (i) the Securityholder acknowledges and agrees that the Securityholder has had the opportunity to seek independent legal advice with respect to this Agreement, the Arrangement Agreement and the transactions contemplated hereby and thereby, and that any failure on the Securityholder’s part to seek independent legal advice shall not affect (and the Securityholder shall not assert that it affects) the validity, enforceability or effect of this Agreement or the Arrangement Agreement.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent and Purchaser Alamos as follows and acknowledges that Parent and Purchaser are Alamos is relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and therebyProposed Transaction: (a) the Securityholder is (and will continue to be until the Effective Time) the sole registered holder and/or beneficial owner ofof the Shares, or exercises control or direction overOptions, the Subject Securities listed on the AcceptanceRSUs and DSUs, with good valid and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions (encumbrances and security interests other than resale and similar restrictions), security interests and rights those arising by operation of others statute and no person or entity has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual)option, for the purchase, acquisition or transfer of any Subject Securitiesthe Shares, Options, RSUs or DSUs, or any interest therein or right thereto, from the Securityholder except pursuant to the Arrangement Agreement and this AgreementProposed Transaction; (bi) the only securities of the Company held of record or Richmont beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities those listed on in the Acceptance; , and (c) the Securityholder has the sole right to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (dii) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company (whether by law, pre-emptive or contractual) Richmont or any rights right or privileges privilege capable of becoming an agreement or option, option for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company Richmont or any interest therein; (ec) the Securityholder has the sole right to dispose of or transfer (or cause to be disposed of or transferred) all of its Shares, Options, RSUs and DSUs now held, and will have the right to dispose of or transfer (or cause to be disposed of or transferred) all Shares, Options, RSUs and DSUs hereafter acquired by it (in each case subject, in respect of any Option, RSU or DSU, to the express terms of the Richmont LTIP or the Richmont DSU Plan, as applicable, and of any document evidencing the grant of such Option, RSU or DSU); 36566-2054 24046116.3 (d) the Securityholder has the sole right to vote (or cause to votebe voted) all of its Subject Securities (which have a right to vote) now held and none of will have the sole right to vote (or cause to be voted) all Subject Securities is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, call meetings of any of the Shareholders or give consents or approvals of any kind with respect to any Subject Securities; andhereafter acquired by it; (fe) the Securityholder is duly authorized to execute and deliver this Agreement and perform its obligations hereunder and this Agreement has been duly executed and delivered by the Securityholder and constitutes is a legal, valid and binding agreement, enforceable against the Securityholder in accordance with its terms, except as may be limited by bankruptcy, insolvency and other applicable laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction, and the performance by the Securityholder of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with: (i) , any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder is or will be a party and by which the Securityholder is or will be bound at the time of such consummationperformance; and (f) the Securityholder has received a substantially final draft of the Arrangement Agreement dated September 11, 2017, and (ii) has read and fully understands such draft of the Arrangement Agreement and the transactions contemplated thereby. The Securityholder acknowledges and agrees that the Securityholder has had the opportunity to seek independent legal advice with respect to this Agreement, the Arrangement Agreement and the transactions contemplated hereby and thereby, and that any applicable Law, including any judgement, decree, order or award of any government, court, governmental or regulatory body, arbitrator or similar body applicable to failure on the Securityholder’s part to seek independent legal advice shall not affect (and the Securityholder shall not assert that it affects) the validity, enforceability or effect of this Agreement or the Arrangement Agreement.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent and Purchaser Agnico as follows and acknowledges that Parent and Purchaser are Agnico is relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Merger Agreement and completing the transactions contemplated hereby and thereby: (a) the Securityholder is (and will continue to be until the Effective Time) the sole registered holder and/or beneficial owner of, or exercises control or direction over, the Subject Securities listed on the Acceptance, with good and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions (other than resale resale, vesting and similar restrictions), security interests and rights of others and no person or entity Person has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual), for the purchase, acquisition or transfer of any the Subject Securities, or any interest therein or right thereto, except pursuant to the Arrangement Merger Agreement and this Agreement; (b) (i) the only securities of the Company Xxxxxxxx held of record or beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities those listed on the Acceptance; ; and (c) the Securityholder has the sole right to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (dii) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company Xxxxxxxx (whether by law, pre-emptive or contractual) or any rights or privileges privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company Xxxxxxxx or any interest therein; (ec) other than pursuant to the covenants set out in this Agreement, the Securityholder has the sole right to sell (or cause to be sold) all of its Subject Securities now held (other than with respect to securities that have not vested); (d) the Securityholder has the sole right to vote (or cause to vote) all of its Subject Securities (which have a right to vote) now held and none as contemplated herein. None of the Subject Securities is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, call meetings of any of the Xxxxxxxx Shareholders or give consents or approvals of any kind with respect to any Subject Securities; and (fe) the Securityholder is duly authorized to execute and deliver this Agreement and perform its his or her obligations hereunder and this Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement, enforceable against the Securityholder in accordance with its terms, except as may be limited by bankruptcy, insolvency and other applicable laws Laws affecting the enforcement of creditors’ ' rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction, and the performance by the Securityholder of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with: (i) any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder is or will be a party and by which the Securityholder is or will be bound at the time of such consummation; and (ii) to its knowledge, any applicable Law, including any judgement, decree, order or award of any government, court, governmental body or regulatory body, arbitrator or similar body applicable to the Securityholder.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent and Purchaser Yamana as follows and acknowledges that Parent and Purchaser are Yamana is relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and therebyAgreement: (a) the Securityholder is (and will continue to be until the Effective Time) the sole registered holder and/or beneficial owner of, or exercises control or direction over, the Subject Securities listed on the AcceptanceShares, Options and Warrants, with good and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions (encumbrances and security interests other than resale and similar restrictions), security interests and rights those arising by operation of others statute and no person or entity has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual)option, for the purchase, acquisition or transfer of any Subject Securitiesthe Shares, Options and Warrants from the Securityholder or any interest therein or right thereto, except pursuant to the Arrangement Agreement and this Agreement; (bi) the only securities of the Company held of record or Corporation beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities those listed on the Acceptance; , and (c) the Securityholder has the sole right to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (dii) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company (whether by law, pre-emptive or contractual) Corporation or any rights or privileges privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company Corporation or any interest therein; (ec) other than pursuant to the covenants set out in this Agreement, the Securityholder has the sole right to sell (or cause to be sold) all of its Shares, Options and Warrants now held (other than with respect to securities that have not vested); (d) the Securityholder has the sole right to vote (or cause to vote) all of its Subject Securities Shares now held and will have the right to vote (which have a right or cause to vote) now held and none all shares of the Subject Securities Corporation hereafter acquired by it; (e) if the Securityholder is subject to any power of attorney, proxy, voting trust, vote pooling a corporation or other agreement with respect entity, it is duly organized under the laws of its jurisdiction of incorporation or formation and is validly existing and has the necessary corporate or other power and authority to the voting or right enter into this Agreement and to vote, call meetings of any of the Shareholders or give consents or approvals of any kind with respect to any Subject Securitiesperform its obligations hereunder; and (f) the Securityholder is duly authorized to execute and deliver this Agreement and perform its obligations hereunder and this Agreement has been duly executed and delivered by the Securityholder and constitutes is a legal, valid and binding agreement, enforceable against the Securityholder in accordance with its terms, except as may be limited by bankruptcy, insolvency and other applicable laws Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction, and the performance by the Securityholder of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with: with (i) any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder is or will be a party and by which the Securityholder is or will be bound at the time of such consummation; and , (ii) to its knowledge, any applicable LawLaws, including any judgementand (iii) if the Securityholder is a corporation or other entity, decree, order or award of any government, court, governmental or regulatory body, arbitrator or similar body applicable to the Securityholderits constating documents.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent and Purchaser AcquireCo, as follows and acknowledges that Parent and Purchaser are relying on such representations and warranties in connection with entering into of the date of this Agreement and on the Arrangement Agreement and completing the transactions contemplated hereby and therebyEffective Date, that: (a) the Securityholder is (and will continue to be until the Effective Time) the sole registered holder and/or beneficial owner of, or exercises control or direction over, the Subject Securities; (b) the Subject Securities listed on are held by the AcceptanceSecurityholder with good, with good valid and marketable title thereto, and the transfer of such Subject Securities, including TargetCo Shares issuable on exercise of TargetCo Options and TargetCo Warrants, to AcquireCo will pass good, valid and marketable title to such securities, free and clear of all claims, liens, charges, encumbrancesencumbrances and security interests. The Subject Securities constitute all of the TargetCo Shares, restrictions (TargetCo Options, TargetCo Warrants or other than resale and similar restrictions), security interests and rights of others and no person or entity has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual), for the purchase, acquisition or transfer of any Subject Securities, or any interest therein or right thereto, except pursuant to the Arrangement Agreement and this Agreement; (b) the only securities of the Company held of record TargetCo owned legally or beneficially ownedbeneficially, either directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates over which the Securityholder exercises control or associates are the Subject Securities listed on the Acceptancedirection, either directly or indirectly; (c) the Securityholder has the sole good and sufficient power, authority and right to sell enter into this Agreement and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested)complete the transactions contemplated hereby; (d) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company (whether by law, pre-emptive or contractual) or any rights or privileges capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein; (e) the Securityholder has the sole right to vote (or cause to vote) all of its Subject Securities (which have a right to vote) now held and none of the Subject Securities is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, call meetings of any of the Shareholders or give consents or approvals of any kind with respect to any Subject Securities; and (f) the Securityholder is duly authorized to execute and deliver this Agreement and perform its obligations hereunder and this Agreement has been duly executed and delivered by the Securityholder and constitutes is a legal, valid and binding agreement, enforceable against the Securityholder in accordance with its terms, except as may be limited by bankruptcy, insolvency and other applicable laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction, and the performance consummation by the Securityholder of its obligations hereunder the transactions contemplated hereby will not constitute a violation or breach of or default under, or conflict with: (i) , any contract, commitment, agreement, agreement understanding or arrangement of any kind to which the Securityholder is or will be a party and by which the Securityholder is or will be bound at the time of such consummation; (e) the Securityholder has not previously granted or agreed to grant any ongoing proxy in respect of the Subject Securities or entered into any voting trust, vote pooling or other agreement with respect to the right to vote, or any agreement to call meetings of TargetCo securityholders or give consents or approvals in any way affecting the Subject Securities; (f) no consent, waiver, approval, authorization, exemption, registration, license or declaration of or by, or filing with, or notification to any Governmental Entity is required to be made or obtained by the Securityholder in connection with: (i) the execution and delivery by the Securityholder and enforcement against the Securityholder of this Agreement; and or (ii) any applicable Law, including any judgement, decree, order or award the consummation of any government, court, governmental of the transactions by the Securityholder provided for herein; and (g) there are no legal or regulatory quasi-legal proceedings in progress or pending before any public body, arbitrator court or similar body applicable authority or threatened against the Securityholder that would adversely affect in any manner the ability of the Securityholder to enter into this Agreement and to perform its obligations hereunder or the Securityholdertitle of the Securityholder to any of the Subject Securities and there is no judgment, decree or order against the Securityholder that would adversely affect in any manner the ability of the Securityholder to enter into this Agreement and to perform its obligations hereunder or the title of the Securityholder to any of the Subject Securities.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent the Purchaser (and Purchaser as follows understands and acknowledges that Parent and the Purchaser are is relying on such these representations and warranties in connection with entering into this Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and therebyby the Arrangement Agreement) the matters set out below: (a) the Securityholder is (and will continue to be until the Effective Time) the sole registered holder and/or beneficial owner ofif an individual, or exercises control or direction over, the Subject Securities listed on the Acceptance, with good and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions (other than resale and similar restrictions), security interests and rights of others and no person or entity has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual), for the purchase, acquisition or transfer of any Subject Securities, or any interest therein or right thereto, except pursuant to the Arrangement Agreement and this Agreement; (b) the only securities of the Company held of record or beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities listed on the Acceptance; (c) the Securityholder has the sole right to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (d) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company (whether by law, pre-emptive or contractual) or any rights or privileges capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein; (e) the Securityholder has the sole right to vote (or cause to vote) all of its Subject Securities (which have a right to vote) now held and none of the Subject Securities is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, call meetings of any of the Shareholders or give consents or approvals of any kind with respect to any Subject Securities; and (f) the Securityholder is duly authorized legal capacity to execute and deliver this Agreement and perform to consummate the transactions contemplated by this Agreement; if a Person other than an individual, the Securityholder is validly existing under the laws of its governing jurisdiction, has all necessary power and authority to enter into this Agreement and has taken all steps necessary to authorize the execution of this Agreement and the performance of its obligations hereunder and under this Agreement. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreementobligation of the Securityholder, enforceable against the Securityholder in accordance with its terms, except as subject to the qualification that such enforceability may be limited by bankruptcy, insolvency and insolvency, reorganization or other applicable laws Laws relating to or affecting the enforcement rights of creditors’ rights creditors generally and subject to the qualification that equitable remedies may only remedies, including specific performance, are discretionary; (b) the securities set forth in Schedule A represent all the Subject Securities beneficially owned, directly or indirectly, or controlled or directed, by the Securityholder as of the date hereof. Other than the securities set forth in Schedule A, neither the Securityholder nor any of his, her or its affiliates beneficially owns, directly or indirectly, or exercises control or direction over, or has any agreement or option, or right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or any of his, her or its affiliates or transfer to the Securityholder or any of his, her or its affiliates of any additional securities of Sunward or any of its affiliates; (c) the Securityholder is, and will continue to be granted from the date hereof (or in the discretion case of a court any Subject Securities acquired after the date hereof, from the date of competent jurisdictioneach such acquisition) through to the Expiry Time, the sole beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of all Liens (other than (i) any restrictions on transfer imposed by applicable Securities Laws and (ii) as provided under this Agreement); (d) the Securityholder has the sole right (to the extent permitted by the attributes of such Subject Securities and pursuant to applicable Laws, regulation and policy) to dispose of and vote, or direct the disposal and voting of, the Subject Securities; (e) no Person has any agreement or option, or any right or privilege (whether by Laws, pre- emptive or contractual) capable of becoming an agreement or option, providing for the purchase, acquisition or transfer of any of the Subject Securities or any interest therein or right thereto, except the Purchaser pursuant to the Arrangement Agreement; (f) none of the Subject Securities is subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of Sunward’s securityholders or give consents or approvals of any kind; (g) except as would not materially hinder, delay or impede the consummation of the transactions contemplated by this Agreement and the performance Arrangement Agreement, none of the execution and delivery by the Securityholder of its this Agreement or the completion of the transactions contemplated hereby or the compliance by the Securityholder with the Securityholder’s obligations hereunder will not violate, contravene, result in any breach of, or be in conflict with, or constitute a violation or breach of or default under, or conflict withcreate a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) if the Securityholder is not an individual, any contract, commitment, agreement, understanding constating or arrangement governing documents or resolutions of the Securityholder; (ii) any kind Contract to which the Securityholder is or will be a party and or by which the Securityholder is or will be bound at any of the time property or assets of such consummationthe Securityholder are bound; and (iiiii) any applicable Law, including any judgementjudgment, decree, order or award of any governmentGovernmental Entity; or (iv) any applicable Laws; (h) no consent, courtwaiver, approval, authorization, order, exemption, registration, licence or declaration of or by, or filing with, or notification to any Governmental Entity or other third party which has not been made or obtained is required to be made or obtained by the Securityholder or any of his, her or its affiliates in connection with the execution and delivery by the Securityholder and enforcement against the Securityholder of this Agreement or the consummation of any transactions provided for herein (provided that the Securityholder makes no representations or warranties with respect to the consents, waivers, approvals, authorizations or declarations of or by, or filings with, or notices to any Governmental Entities or other third parties on the part of Sunward or the Purchaser necessary for the consummation of the transactions contemplated by this Agreement and by the Arrangement Agreement); (i) there is no private or governmental action, suit, claim, arbitration, investigation or regulatory bodyother proceeding in progress or pending before any Governmental Entity, arbitrator or, to the knowledge of the Securityholder, threatened against the Securityholder or similar body applicable any of his, her or its affiliates or, if applicable, any of their respective directors or officers (in their capacities as such) that, individually or in the aggregate, could adversely affect the Securityholder’s ability to enter into this Agreement or perform his, her or its obligations hereunder or the title of the Securityholder to any of the Subject Securities. There is no judgment, decree or order against the Securityholder or any of his, her or its affiliates or, if applicable, any of their directors or officers (in their capacities as such) that could prevent, enjoin, alter, delay or adversely affect the ability of the Securityholder to enter into this Agreement or to perform his, her or its obligations under this Agreement or adversely affect the title of the Securityholder to any of the Subject Securities; and (j) the Securityholder is a sophisticated investor with respect to the Subject Securities and has independently and without reliance upon the Purchaser and based on such information as the Securityholder has deemed appropriate, made his, her or its own analysis and decision to enter into this Agreement. The Securityholder has received a copy of the Arrangement Agreement and has had an opportunity to review the Arrangement Agreement with his, her or its legal counsel. As of the date hereof, the Securityholder has full knowledge of and access to information concerning Sunward and the Sunward Shares. Any factors particular to the Securityholder, including non-financial factors, that were considered relevant by the Securityholder in assessing the Consideration offered under the Arrangement did not have the effect of reducing the Consideration that would otherwise have been considered acceptable by the Securityholder. The Securityholder acknowledges that, unless and until this Agreement is terminated in accordance with its terms, the agreements contained herein with respect to the Subject Securities by the Securityholder are irrevocable.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent and Purchaser Richmont as follows and acknowledges that Parent and Purchaser are Richmont is relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and therebyProposed Transaction: (a) the Securityholder is (and will continue to be until the Effective Time) the sole registered holder and/or beneficial owner ofof the Shares, or exercises control or direction overOptions, the Subject Securities listed on the AcceptanceWarrants, PSUs, RSUs and DSUs, with good valid and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions (encumbrances and security interests other than resale and similar restrictions), security interests and rights those arising by operation of others statute and no person or entity has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual)option, for the purchase, acquisition or transfer of any Subject Securitiesthe Shares, Options, Warrants, PSUs, RSUs or DSUs, or any interest therein or right thereto, from the Securityholder except pursuant to the Arrangement Agreement and this AgreementProposed Transaction; (bi) the only securities of the Company held of record or Alamos beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities those listed on in the Acceptance; , and (c) the Securityholder has the sole right to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (dii) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise 36566-2054 24092387.2 evidencing a right to acquire, any securities of the Company (whether by law, pre-emptive or contractual) Alamos or any rights right or privileges privilege capable of becoming an agreement or option, option for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company Alamos or any interest therein; (ec) the Securityholder has the sole right to dispose of or transfer (or cause to be disposed of or transferred) all of its Shares, Options, Warrants, PSUs, RSUs and DSUs now held, and will have the right to dispose of or transfer (or cause to be disposed of or transferred) all Shares, Options, Warrants, PSUs, RSUs and DSUs hereafter acquired by it (in each case subject, in respect of any Option, Warrant, PSU, RSU or DSU, to the express terms of the Alamos long-term incentive plan, and of any document evidencing the grant of such Option, Warrant, PSU, RSU or DSU); (d) the Securityholder has the sole right to vote (or cause to votebe voted) all of its Subject Securities (which have a right to vote) now held and none of will have the sole right to vote (or cause to be voted) all Subject Securities is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, call meetings of any of the Shareholders or give consents or approvals of any kind with respect to any Subject Securities; andhereafter acquired by it; (fe) the Securityholder is duly authorized to execute and deliver this Agreement and perform its obligations hereunder and this Agreement has been duly executed and delivered by the Securityholder and constitutes is a legal, valid and binding agreement, enforceable against the Securityholder in accordance with its terms, except as may be limited by bankruptcy, insolvency and other applicable laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction, and the performance by the Securityholder of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with: (i) , any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder is or will be a party and by which the Securityholder is or will be bound at the time of such consummationperformance; and (f) the Securityholder has received a substantially final draft of the Arrangement Agreement dated September 11 2017, and (ii) has read and fully understands such draft of the Arrangement Agreement and the transactions contemplated thereby. The Securityholder acknowledges and agrees that the Securityholder has had the opportunity to seek independent legal advice with respect to this Agreement, the Arrangement Agreement and the transactions contemplated hereby and thereby, and that any applicable Law, including any judgement, decree, order or award of any government, court, governmental or regulatory body, arbitrator or similar body applicable to failure on the Securityholder’s part to seek independent legal advice shall not affect (and the Securityholder shall not assert that it affects) the validity, enforceability or effect of this Agreement or the Arrangement Agreement.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent and Purchaser Auryn as follows and acknowledges that Parent and Purchaser are Auryn is relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and therebyTransaction: (a) the Securityholder is (and will continue to be until the Effective Time) the sole registered holder and/or beneficial owner of, or exercises control or direction over, of the Subject Securities listed on the Acceptance, Eastmain Shares with good valid and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions (encumbrances and security interests other than resale and similar restrictions), security interests and rights those arising by operation of others statute and no person or entity has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual)option, for the purchase, acquisition or transfer of any Subject Securities, the Eastmain Shares from the Securityholder or any interest therein or right thereto, except pursuant to the Arrangement Agreement and this AgreementTransaction; (b) the only securities of the Company held of record or Eastmain beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities those listed on the Acceptance; (c) the Securityholder has the sole right to sell Acceptance and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (d) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company (whether by law, pre-emptive or contractual) Eastmain or any rights or privileges privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company Eastmain or any interest therein; (c) the Securityholder does not beneficially own, directly or indirectly, or exercise control or direction any debt securities of Eastmain and during the term of this Agreement will not acquire beneficial ownership of, directly or indirectly, or exercise control or direction over any debt securities of Eastmain; (d) the Securityholder does not beneficially own, directly or indirectly, or exercise control or direction any securities of Auryn and during the term of this Agreement will not acquire beneficial ownership of, directly or indirectly, or exercise control or direction over any securities of Auryn; (e) the Securityholder has the sole right to dispose of or transfer (or cause to be disposed of or transferred) all of its Eastmain Shares now held, and will have the right to dispose of or transfer (or cause to be disposed of or transferred) all Shares hereafter acquired by it; (f) the Securityholder has the sole right to vote (or cause to votebe voted) all of its Subject Securities (which have a right to vote) now held and none of will have the sole right to vote (or cause to be voted) all Subject Securities is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, call meetings of any of the Shareholders or give consents or approvals of any kind with respect to any Subject Securities; andhereafter acquired by it; (fg) the Securityholder is duly authorized to execute and deliver this Agreement and perform its obligations hereunder and this Agreement has been duly executed and delivered by the Securityholder Securityholder, and, assuming the due authorization, execution and delivery by Auryn, this Agreement constitutes a legal, valid and binding agreementobligation of the Securityholder, enforceable against the Securityholder in accordance with its terms, except as may be limited by subject to laws of general application and bankruptcy, insolvency and other applicable similar laws affecting the enforcement of creditors’ rights generally and subject general principles of equity; (h) if the Securityholder is a corporation or other entity, it is validly subsisting under the laws of the jurisdiction governing its incorporation or formation and has all necessary corporate or other power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (i) neither the qualification that equitable remedies may only be granted in execution and delivery of this Agreement by the discretion of a court of competent jurisdictionSecurityholder, and the performance consummation by the Securityholder of the transactions contemplated hereby nor the compliance by the Securityholder with any of the provisions hereof will: (i) result in any breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or give rise to any third party right of termination, cancellation, material modification, acceleration, purchase or right of first refusal, under any provision of any of the constating documents of the Securityholder (if the Securityholder is a corporation or other entity) or under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, contract, licence, agreement, lease, permit or other instrument or obligation to which such Securityholder is a party or by which such Securityholder or any of its obligations hereunder will not properties or assets (including Shares) may be bound, or constitute a violation or breach of or default under, under or conflict with: (i) with any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder is or will be a party and by which the Securityholder is or will be bound at the time of such consummation, in each case, which breach or default could reasonably be expected to prevent, materially delay or materially impair the Securityholder’s ability to consummate the transactions contemplated by this Agreement; and or (ii) require the Securityholder to make any filing with (other than pursuant to the requirements of applicable Lawsecurities legislation), including or to obtain any judgementpermit, decreewaiver, order authorization, exemption, registration, licence, consent or award approval of, any Governmental Authority or any other person; (j) the Securityholder has not previously granted or agreed to grant any power of attorney or attorney in fact, proxy or other right to vote in respect of the Subject Securities or entered into any voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any government, court, governmental or regulatory body, arbitrator or similar body applicable kind as to the Securities except those which are no longer of any force or effect; and (k) the Securityholder acknowledges and agrees that the Securityholder has had the opportunity to seek independent legal advice with respect to this Agreement, the Arrangement Agreement and the transactions contemplated hereby and thereby, and that any failure on the Securityholder’s part to seek independent legal advice will not affect (and the Securityholder will not assert that it affects) the validity, enforceability or effect of this Agreement or the Arrangement Agreement.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent and Purchaser as follows Gold Ridge, and acknowledges that Parent and Purchaser are Gold Ridge is relying on upon such representations and warranties in connection with entering into this Support Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and therebyAgreement, that: (a) the Securityholder has the legal capacity (including if such Securityholder is (and will continue a corporation or other legal entity due authorization) to be until the Effective Time) the sole registered holder and/or beneficial owner of, or exercises control or direction over, the Subject Securities listed on the Acceptance, with good and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions (other than resale and similar restrictions), security interests and rights of others and no person or entity has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual), for the purchase, acquisition or transfer of any Subject Securities, or any interest therein or right thereto, except pursuant to the Arrangement enter into this Support Agreement and this Agreementto complete the transactions contemplated hereby; (b) the only securities Securityholder has good title to all of the Company held Securityholder's Shares, free and clear of record or beneficially ownedany and all claims, directly or indirectlyliens, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities listed on the Acceptancepledges, charges, demands, encumbrances and security interests; (c) this Support Agreement constitutes a legal, valid and binding obligation of the Securityholder has enforceable against the sole right Securityholder in accordance with its terms, and that neither the execution of this Support Agreement by the Securityholder nor the consummation by the Securityholder of the transactions contemplated hereby will constitute a violation of or default under, or conflict with, any contract, commitment, agreement, arrangement, understanding or restriction of any kind to sell and transfer (which the Securityholder is a party or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested)by which the Securityholder is bound; (d) no consent, order, approval or authorization, including without limitation any regulatory approval or order or the Securityholder has no other agreementconsent of any third party, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities is required in connection with the Securityholder's entering into of this Support Agreement and the Securityholder's consummation of the Company (whether by law, pre-emptive or contractual) or any rights or privileges capable of becoming an agreement or option, for transactions contemplated in the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional Arrangement Agreement other than compliance with applicable securities of the Company or any interest thereinlaws; (e) the Securityholder has the sole not previously granted or agreed to grant any proxy or other right to vote (or cause to vote) all of its Subject Securities (which have a right to vote) now held and none any of the Subject Securities Securityholder's Shares in respect of any meeting of shareholders of EKI which is subject to any power of attorneycurrently in force, proxy, and has not entered into a voting trust, vote pooling or other agreement with respect to the voting or his right to vote, call meetings of any the shareholders of the Shareholders EKI or give consents or approvals of any kind with respect as to the Securityholder's Shares; (f) there are no legal proceedings currently in progress or pending before any governmental entity or, to the Securityholder's knowledge, threatened against the Securityholder or any of its affiliates that would adversely affect in any manner the ability of the Securityholder to enter into this Support Agreement and to perform its obligations hereunder or the title of the Securityholder to any Subject Securitiesof the Securityholder's Shares, and there is no current (or threatened) and enforceable judgment, decree or order against the Securityholder that would adversely affect in any manner the ability of the Securityholder to enter into this Support Agreement and to perform its obligations hereunder or the title of the Securityholder to any of the Securityholder's Shares; and (fg) at the date hereof the Securityholder is duly authorized to execute either the beneficial owner of, or exercises direction and deliver this Agreement control over, the number and perform its obligations hereunder and this Agreement has been duly executed and delivered by class of EKI securities as set forth on Schedule A attached hereto, and, other than the EKI securities set forth on the attached Schedule A, as of the date hereof the Securityholder and constitutes a legaldoes not beneficially own or exercise control or direction over, valid and binding agreementdirectly or indirectly, enforceable against the Securityholder in accordance with its terms, except as may be limited by bankruptcy, insolvency and any securities of EKI or hold any other applicable laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction, and the performance by the Securityholder of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with: (i) any contract, commitmentoption, agreement, understanding right, entitlement or arrangement privilege (or any right capable of becoming an option, agreement, right, entitlement or privilege) to purchase or otherwise acquire, either directly or indirectly, any unissued EKI Shares or any other securities of any nature or kind of EKI, other than pursuant to which the Securityholder is or will be a party and by which the Securityholder is or will be bound at the time of such consummation; and (ii) any applicable Law, including any judgement, decree, order or award of any government, court, governmental or regulatory body, arbitrator or similar body applicable to the Securityholderthis Support Agreement.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent and Purchaser Agnico as follows and acknowledges that Parent and Purchaser are Agnico is relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Merger Agreement and completing the transactions contemplated hereby and thereby: (a) the Securityholder is (and will continue to be until the Effective Time) the sole registered holder and/or beneficial owner of, or exercises control or direction over, the Subject Securities listed on the Acceptance, with good and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions (other than resale resale, vesting and similar restrictions), security interests and rights of others and no person or entity Person has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual), for the purchase, acquisition or transfer of any the Subject Securities, or any interest therein or right thereto, except pursuant to the Arrangement Merger Agreement and this Agreement; (bi) the only securities of the Company Xxxxxxxx held of record or beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities those listed on the Acceptance; ; and (c) the Securityholder has the sole right to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (dii) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company Xxxxxxxx (whether by law, pre-emptive or contractual) or any rights or privileges privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company Xxxxxxxx or any interest therein; (ec) other than pursuant to the covenants set out in this Agreement, the Securityholder has the sole right to sell (or cause to be sold) all of its Subject Securities now held (other than with respect to securities that have not vested); (d) the Securityholder has the sole right to vote (or cause to vote) all of its Subject Securities (which have a right to vote) now held and none as contemplated herein. None of the Subject Securities is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, call meetings of any of the Xxxxxxxx Shareholders or give consents or approvals of any kind with respect to any Subject Securities; and (fe) the Securityholder is duly authorized to execute and deliver this Agreement and perform its his or her obligations hereunder and this Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement, enforceable against the Securityholder in accordance with its terms, except as may be limited by bankruptcy, insolvency and other applicable laws Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction, and the performance by the Securityholder of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with: (i) any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder is or will be a party and by which the Securityholder is or will be bound at the time of such consummation; and (ii) to its knowledge, any applicable Law, including any judgement, decree, order or award of any government, court, governmental body or regulatory body, arbitrator or similar body applicable to the Securityholder.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent and Purchaser as follows Mercer (and acknowledges that Parent and Purchaser are Mercer is relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and therebysame) that: (a) The Securityholder has the legal capacity (including if such Securityholder is a corporation or other legal entity, due authorization) to execute and deliver this Agreement and to consummate the transactions contemplated hereby; (b) This Agreement has been duly authorized, executed and delivered by the Securityholder, and, assuming the due authorization, execution and delivery by Mercer, this Agreement constitutes a legal, valid and binding obligation of the Securityholder, enforceable in accordance with its terms, subject to bankruptcy, insolvency and other similar laws affecting creditors’ rights generally, and to general principles of equity; (c) The Securityholder’s Shares represent all the Mercer Shares or rights to acquire Mercer Shares held of record or owned beneficially, directly or indirectly, by the Securityholder is (and will continue to be until and/or its Affiliates or for which the Effective Time) the sole registered holder Securityholder and/or beneficial owner of, its Affiliates has or exercises shares any direct or indirect voting power or power of disposition or other control or direction overdirection. The Securityholder has voting power and control and direction, directly or indirectly, and power to agree to all of the Subject Securities listed on matters set forth in this Agreement with respect to the Acceptance, with good and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions Securityholder’s Shares; (other than resale and similar restrictions), security interests and rights of others and no d) No person or entity has any agreement, agreement or option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual), for the purchase, acquisition or transfer of any Subject Securities, or any interest therein or right thereto, except pursuant to the Arrangement Agreement and this Agreement; (b) the only securities of the Company held of record or beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities listed on the Acceptance; (c) the Securityholder has the sole right to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (d) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company (whether by law, pre-emptive emption or contractual) or any rights or privileges capable of becoming an agreement or option, for the purchase purchase, requisition or acquisition by transfer from the Securityholder or transfer any other Securityholder’s Mercer Shares prior to the Securityholder of additional securities of the Company or any interest therein;Expiry Date; and (e) the The Securityholder has the sole right not previously granted or agreed to vote (grant any ongoing proxy, power of attorney or cause to vote) all of its Subject Securities (which have a right to vote) now held and none other voting agreement in respect of the Subject Securities is subject to Securityholder’s Shares or entered into any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, or any agreement to call meetings of any of the Shareholders shareholders or give consents or approvals of in any kind with respect to any Subject Securities; and (f) the Securityholder is duly authorized to execute and deliver this Agreement and perform its obligations hereunder and this Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement, enforceable against the Securityholder in accordance with its terms, except as may be limited by bankruptcy, insolvency and other applicable laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction, and the performance by the Securityholder of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with: (i) any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder is or will be a party and by which the Securityholder is or will be bound at the time of such consummation; and (ii) any applicable Law, including any judgement, decree, order or award of any government, court, governmental or regulatory body, arbitrator or similar body applicable to the Securityholder’s Shares.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent and Purchaser Xxxxxxxx as follows and acknowledges that Parent and Purchaser are Xxxxxxxx is relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Merger Agreement and completing the transactions contemplated hereby and thereby: (a) the Securityholder is (and will continue to be until the Effective Time) the sole registered holder and/or beneficial owner of, or exercises control or direction over, the Subject Securities listed on the Acceptance, with good and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions (other than resale resale, vesting and similar restrictions), security interests and rights of others and no person or entity Person has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual), for the purchase, acquisition or transfer of any the Subject Securities, or any interest therein or right thereto, except pursuant to the Arrangement Merger Agreement and this Agreement; (bi) the only securities of the Company Agnico held of record or beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities those listed on the Acceptance; ; and (c) the Securityholder has the sole right to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (dii) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company Agnico (whether by law, pre-emptive or contractual) or any rights or privileges privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company Agnico or any interest therein; (ec) other than pursuant to the covenants set out in this Agreement, the Securityholder has the sole right to sell (or cause to be sold) all of its Subject Securities now held (other than with respect to securities that have not vested); (d) the Securityholder has the sole right to vote (or cause to vote) all of its Subject Securities (which have a right to vote) now held and none as contemplated herein. None of the Subject Securities is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, call meetings of any of the Agnico Shareholders or give consents or approvals of any kind with respect to any Subject Securities; and (fe) the Securityholder is duly authorized to execute and deliver this Agreement and perform its his or her obligations hereunder and this Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement, enforceable against the Securityholder in accordance with its terms, except as may be limited by bankruptcy, insolvency and other applicable laws Laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction, and the performance by the Securityholder of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with: (i) any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder is or will be a party and by which the Securityholder is or will be bound at the time of such consummation; and (ii) any applicable Law, including any judgement, decree, order or award of any government, court, governmental or regulatory body, arbitrator or similar body applicable to the Securityholder.and

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent and Purchaser as follows Jetlines (and acknowledges that Parent and Purchaser are Jetlines is relying on such these representations and warranties in connection with entering into this Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and therebyby the Amalgamation Agreement) the matters set out below: (a) the Securityholder is (and will continue to be until the Effective Time) the sole registered holder and/or beneficial owner of, or exercises control or direction over, the Subject Securities listed on the Acceptance, with good and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions (other than resale and similar restrictions), security interests and rights of others and no person or entity has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual), for the purchase, acquisition or transfer of any Subject Securities, or any interest therein or right thereto, except pursuant to the Arrangement Agreement and this Agreement; (b) the only securities of the Company held of record or beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities listed on the Acceptance; (c) the Securityholder has the sole right to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (d) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company (whether by law, pre-emptive or contractual) or any rights or privileges capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein; (e) the Securityholder has the sole right to vote (or cause to vote) all of its Subject Securities (which have a right to vote) now held and none of the Subject Securities is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, call meetings of any of the Shareholders or give consents or approvals of any kind with respect to any Subject Securities; and (f) the Securityholder is duly authorized legal capacity to execute and deliver this Agreement and perform its obligations hereunder and this to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement, obligation of the Securityholder enforceable against the Securityholder it in accordance with its terms, except as may be limited by subject to bankruptcy, insolvency and other applicable laws Laws affecting the enforcement of creditors’ ' rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction; (b) the Jet Shares, Jet Options and Jet Warrants as set forth in Schedule A, as applicable, represent all the securities of Jet beneficially owned, directly or indirectly, or controlled or directed by the Securityholder. Other than the securities set forth in Schedule A, neither the Securityholder nor any of its Affiliates (i) owns beneficially, or exercises control or direction over, directly or indirectly, additional securities of Jet or any of its Affiliates or (ii) has any agreement or option, or right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or any of its Affiliates to transfer to the Securityholder or any of its Affiliates of, additional securities of Jet or any of its Affiliates; (c) the Securityholder is, and will continue to be at the performance time of the Amalgamation, the sole beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of all encumbrances, liens, restrictions (other than resale, vesting or other similar restrictions), charges, claims and rights of others; (d) the Securityholder has the sole right to sell and vote (to the extent permitted by the attributes of such Subject Securities or pursuant to applicable Laws, regulation or policy) or direct the sale and voting of the Subject Securities; (e) no Person has any agreement or option, or any right or privilege (whether by Laws, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities or any interest therein or right thereto; (f) none of the Subject Securities is subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of Jet's securityholders or give consents or approvals of any kind; (g) none of the execution and delivery by the Securityholder of its this Agreement or the completion of the transactions contemplated hereby or the compliance by the Securityholder with the Securityholder's obligations hereunder will not violate, contravene, result in any breach of, or be in conflict with, or constitute a violation or breach of or default under, or conflict withcreate a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any contractconstating or governing documents, commitment, agreement, understanding by-laws or arrangement resolutions of the Securityholder; (ii) any kind Contract to which the Securityholder is or will be a party and or by which the Securityholder is or will be bound at any of the time property or assets of such consummationthe Securityholder are bound; and (iiiii) any applicable Law, including any judgementjudgment, decree, order or award of any governmentGovernmental Entity; or (iv) any applicable Laws; (h) no consent, courtwaiver, governmental approval, authorization, order, exemption, registration, licence or regulatory bodydeclaration of or by, arbitrator or similar body applicable filing with, or notification to any Governmental Entity which has not been made or obtained is required to be made or obtained by the Securityholder in connection with the execution and delivery by the Securityholder and enforcement against the Securityholder of this Agreement or the consummation of any transactions provided for herein (provided that the Securityholder makes no representations or warranties with respect to the consents, waivers, approvals, authorizations or declarations of or by, or filings with, or notices to any Governmental Entities or other third parties on the part of Jetlines, Jet or Jet Subco necessary for the consummation of the transactions contemplated by the Amalgamation Agreement); and (i) there is no private or governmental action, suit, claim, arbitration, investigation or other proceeding in progress or pending before any Governmental Entity, or, to the knowledge of the Securityholder, threatened against the Securityholder or any of its Affiliates or any of their directors or officers (in their capacities as such) that, individually or in the aggregate, could adversely affect in any manner the Securityholder's ability to enter into this Agreement or perform its obligations hereunder or the title of the Securityholder to any of the Subject Securities. There is no judgment, decree or order against the Securityholder or any of its Affiliates or any of their directors or officers (in their capacities as such) that could prevent, enjoin, alter, delay or adversely affect in any manner the ability of the Securityholder to enter into this Agreement, to perform its obligations under this Agreement or the title of the Securityholder to any of the Subject Securities.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent the Purchaser (and Purchaser as follows understands and acknowledges that Parent and Purchaser are is relying on such these representations and warranties in connection with entering into this Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and therebyby the Arrangement Agreement) the matters out below: (a) the Securityholder is (and will continue to be until the Effective Time) the sole registered holder and/or beneficial owner ofif an individual, or exercises control or direction over, the Subject Securities listed on the Acceptance, with good and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions (other than resale and similar restrictions), security interests and rights of others and no person or entity has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual), for the purchase, acquisition or transfer of any Subject Securities, or any interest therein or right thereto, except pursuant to the Arrangement Agreement and this Agreement; (b) the only securities of the Company held of record or beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities listed on the Acceptance; (c) the Securityholder has the sole right to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (d) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company (whether by law, pre-emptive or contractual) or any rights or privileges capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein; (e) the Securityholder has the sole right to vote (or cause to vote) all of its Subject Securities (which have a right to vote) now held and none of the Subject Securities is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, call meetings of any of the Shareholders or give consents or approvals of any kind with respect to any Subject Securities; and (f) the Securityholder is duly authorized legal capacity to execute and deliver this Agreement and perform to consummate the transactions contemplated by this Agreement; if a Person other than an individual, the Securityholder is validly existing under the laws of its governing jurisdiction, has all necessary power and authority to enter into this Agreement and has taken all steps necessary to authorize the execution of this Agreement and the performance of its obligations hereunder and under this Agreement. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreementobligation of the Securityholder, enforceable against the Securityholder in accordance with its terms; (b) the securities set forth in Schedule A represent all the Subject Securities beneficially owned, directly or indirectly, or controlled or directed, by the Securityholder as of the date hereof. Other than the securities set forth in Schedule A, neither the Securityholder nor any of his, her or its affiliates beneficially owns, directly or indirectly, or exercises control or direction over, or has any agreement or option, or right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or any of his, her or its affiliates or transfer to the Securityholder or any of his, her or its affiliates of any additional securities of Sunward or any of its affiliates; (c) the Securityholder is, and will continue to be from the date hereof (or in the case of any Subject Securities acquired after the date hereof, from the date of each such acquisition) through to the Expiry Time, the sole beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of all Liens (other than (i) any restrictions on transfer imposed by applicable Securities Laws and (ii) as provided under this Agreement); (d) the Securityholder has the sole right to dispose of and vote (to the extent permitted by the attributes of such Subject Securities or pursuant to applicable Laws, regulation or policy), or direct the disposal and voting of, the Subject Securities; (e) no Person has any agreement or option, or any right or privilege (whether by Laws, pre- emptive or contractual) capable of becoming an agreement or option, providing for the purchase, acquisition or transfer of any of the Subject Securities or any interest therein or right thereto, except as may be limited by bankruptcy, insolvency and other applicable laws affecting the enforcement Purchaser pursuant to the Arrangement Agreement; (f) none of creditors’ rights generally and the Subject Securities is subject to any proxy, voting trust, vote pooling or other agreement with respect to the qualification that equitable remedies may only be granted in right to vote, call meetings of any of Sunward’s securityholders or give consents or approvals of any kind other than approvals which have been obtained; (g) none of the discretion of a court of competent jurisdiction, execution and the performance delivery by the Securityholder of its this Agreement or the completion of the transactions contemplated hereby or the compliance by the Securityholder with the Securityholder’s obligations hereunder will not violate, contravene, result in any breach of, or be in conflict with, or constitute a violation or breach of or default under, or conflict withcreate a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) if the Securityholder is not an individual, any contract, commitment, agreement, understanding constating or arrangement governing documents or resolutions of the Securityholder; (ii) any kind Contract to which the Securityholder is or will be a party and or by which the Securityholder is or will be bound at any of the time property or assets of such consummationthe Securityholder are bound; and (iiiii) any applicable Law, including any judgementjudgment, decree, order or award of any governmentGovernmental Entity; or (iv) any applicable Laws; (h) no consent, courtwaiver, governmental approval, authorization, order, exemption, registration, license or regulatory bodydeclaration of or by, arbitrator or similar body applicable filing with, or notification to any Governmental Entity or other third party which has not been made or obtained is required to be made or obtained by the Securityholder or any of his, her or its affiliates in connection with the execution and delivery by the Securityholder and enforcement against the Securityholder of this Agreement or the consummation of any transactions provided for herein (provided that the Securityholder makes no representations or warranties with respect to the consents, waivers, approvals, authorizations or declarations of or by, or filings with, or notices to any Governmental Entities or other third parties on the part of Sunward or the Purchaser necessary for the consummation of the transactions contemplated by the Arrangement Agreement); (i) there is no private or governmental action, suit, claim, arbitration or other proceeding in progress or, to the knowledge of the Securityholder, pending before any Governmental Entity, or, to the knowledge of the Securityholder, threatened against the Securityholder or any of his, her or its affiliates or, if applicable, to the knowledge of the Securityholder any of their respective directors or officers (in their capacities as such) that, individually or in the aggregate, could adversely affect the Securityholder’s ability to enter into this Agreement or perform his, her or its obligations hereunder or the title of the Securityholder to any of the Subject Securities. There is no judgment, decree or order against the Securityholder or any of his, her or its affiliates or, if applicable, any of their directors or officers (in their capacities as such) that would reasonably be expected to prevent, enjoin, alter, delay or adversely affect the ability of the Securityholder to enter into this Agreement, to perform his, her or its obligations under this Agreement or the title of the Securityholder to any of the Subject Securities; (j) the Securityholder is a sophisticated investor with respect to the Subject Securities and has independently and without reliance upon the Purchaser and based on such information as the Securityholder has deemed appropriate, made his, her or its own analysis and decision to enter into this Agreement. The Securityholder has received a copy of the Arrangement Agreement and has had an opportunity to review the Arrangement Agreement with his, her or its legal counsel. As of the date hereof, the Securityholder has full knowledge of and access to information concerning Sunward and the Sunward Shares. The Securityholder acknowledges that, unless and until this Agreement is terminated in accordance with its terms, the agreements contained herein with respect to the Subject Securities by the Securityholder are irrevocable; and (k) the Securityholder (i) is not the beneficial owner of, and does not have control or direction over, any securities of the Purchaser or any of its subsidiaries; or (ii) is party to a voting agreement with Sunward, substantially in the form of this Agreement, pursuant to which the Securityholder has agreed, among other things, to vote his, her or its NovaCopper Shares in favour of the issuance of the Consideration Shares and reservation for issuance of the Option Shares in connection with the Arrangement.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent and Purchaser Eastmain as follows and acknowledges that Parent and Purchaser are Eastmain is relying on such representations and warranties in connection with entering into this Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and therebyTransaction: (a) the Securityholder is (and will continue to be until the Effective Time) the sole registered holder and/or beneficial owner of, or exercises control or direction over, of the Subject Securities listed on the Acceptance, Auryn Shares with good valid and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions (encumbrances and security interests other than resale and similar restrictions), security interests and rights those arising by operation of others statute and no person or entity has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual)option, for the purchase, acquisition or transfer of any Subject Securities, the Auryn Shares from the Securityholder or any interest therein or right thereto, except pursuant to the Arrangement Agreement and this AgreementTransaction; (b) the only securities of the Company held of record or Auryn beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities those listed on the Acceptance; (c) the Securityholder has the sole right to sell Acceptance and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (d) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company (whether by law, pre-emptive or contractual) Auryn or any rights or privileges privilege capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company Auryn or any interest therein; (c) the Securityholder does not beneficially own, directly or indirectly, or exercise control or direction any debt securities of Auryn and during the term of this Agreement will not acquire beneficial ownership of, directly or indirectly, or exercise control or direction over any debt securities of Auryn; (d) the Securityholder does not beneficially own, directly or indirectly, or exercise control or direction any securities of Eastmain and during the term of this Agreement will not acquire beneficial ownership of, directly or indirectly, or exercise control or direction over any securities of Eastmain; (e) the Securityholder has the sole right to dispose of or transfer (or cause to be disposed of or transferred) all of its Auryn Shares now held, and will have the right to dispose of or transfer (or cause to be disposed of or transferred) all Shares hereafter acquired by it; (f) the Securityholder has the sole right to vote (or cause to votebe voted) all of its Subject Securities (which have a right to vote) now held and none of will have the sole right to vote (or cause to be voted) all Subject Securities is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, call meetings of any of the Shareholders or give consents or approvals of any kind with respect to any Subject Securities; andhereafter acquired by it; (fg) the Securityholder is duly authorized to execute and deliver this Agreement and perform its obligations hereunder and this Agreement has been duly executed and delivered by the Securityholder Securityholder, and, assuming the due authorization, execution and delivery by Eastmain, this Agreement constitutes a legal, valid and binding agreementobligation of the Securityholder, enforceable against the Securityholder in accordance with its terms, except as may be limited by subject to laws of general application and bankruptcy, insolvency and other applicable similar laws affecting the enforcement of creditors’ rights generally and subject general principles of equity; (h) if the Securityholder is a corporation or other entity, it is validly subsisting under the laws of the jurisdiction governing its incorporation or formation and has all necessary corporate or other power and authority to execute and deliver this Agreement and to perform its obligations hereunder; (i) neither the qualification that equitable remedies may only be granted in execution and delivery of this Agreement by the discretion of a court of competent jurisdictionSecurityholder, and the performance consummation by the Securityholder of the transactions contemplated hereby nor the compliance by the Securityholder with any of the provisions hereof will: (i) result in any breach of, or constitute a default (or an event which with notice or lapse of time or both would become a default), or give rise to any third party right of termination, cancellation, material modification, acceleration, purchase or right of first refusal, under any provision of any of the constating documents of the Securityholder (if the Securityholder is a corporation or other entity) or under any of the terms, conditions or provisions of any note, loan agreement, bond, mortgage, indenture, contract, licence, agreement, lease, permit or other instrument or obligation to which such Securityholder is a party or by which such Securityholder or any of its obligations hereunder will not properties or assets (including Shares) may be bound, or constitute a violation or breach of or default under, under or conflict with: (i) with any contract, commitment, agreement, understanding or arrangement of any kind to which the Securityholder is or will be a party and by which the Securityholder is or will be bound at the time of such consummation, in each case, which breach or default could reasonably be expected to prevent, materially delay or materially impair the Securityholder’s ability to consummate the transactions contemplated by this Agreement; and or (ii) require the Securityholder to make any filing with (other than pursuant to the requirements of applicable Lawsecurities legislation), including or to obtain any judgementpermit, decreewaiver, order authorization, exemption, registration, licence, consent or award approval of, any Governmental Authority or any other person; (j) the Securityholder has not previously granted or agreed to grant any power of attorney or attorney in fact, proxy or other right to vote in respect of the Subject Securities or entered into any voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of shareholders or give consents or approvals of any government, court, governmental or regulatory body, arbitrator or similar body applicable kind as to the Securities except those which are no longer of any force or effect; and (k) the Securityholder acknowledges and agrees that the Securityholder has had the opportunity to seek independent legal advice with respect to this Agreement, the Arrangement Agreement and the transactions contemplated hereby and thereby, and that any failure on the Securityholder’s part to seek independent legal advice will not affect (and the Securityholder will not assert that it affects) the validity, enforceability or effect of this Agreement or the Arrangement Agreement.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent and Purchaser as follows Jet (and acknowledges that Parent and Purchaser are Jet is relying on such these representations and warranties in connection with entering into this Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and therebyby the Amalgamation Agreement) the matters set out below: (a) the Securityholder is (and will continue to be until the Effective Time) the sole registered holder and/or beneficial owner of, or exercises control or direction over, the Subject Securities listed on the Acceptance, with good and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions (other than resale and similar restrictions), security interests and rights of others and no person or entity has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual), for the purchase, acquisition or transfer of any Subject Securities, or any interest therein or right thereto, except pursuant to the Arrangement Agreement and this Agreement; (b) the only securities of the Company held of record or beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities listed on the Acceptance; (c) the Securityholder has the sole right to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (d) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company (whether by law, pre-emptive or contractual) or any rights or privileges capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein; (e) the Securityholder has the sole right to vote (or cause to vote) all of its Subject Securities (which have a right to vote) now held and none of the Subject Securities is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, call meetings of any of the Shareholders or give consents or approvals of any kind with respect to any Subject Securities; and (f) the Securityholder is duly authorized legal capacity to execute and deliver this Agreement and perform its obligations hereunder and this to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreement, obligation of the Securityholder enforceable against the Securityholder it in accordance with its terms, except as may be limited by subject to bankruptcy, insolvency and other applicable laws Laws affecting the enforcement of creditors’ ' rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction; (b) the Jetlines Shares, Jetlines Options and Jetlines Warrants as set forth in Schedule A, as applicable, represent all the securities of Jetlines beneficially owned, directly or indirectly, or controlled or directed by the Securityholder. Other than the securities set forth in Schedule A, neither the Securityholder nor any of its Affiliates (i) owns beneficially, or exercises control or direction over, directly or indirectly, additional securities of Jetlines or any of its Affiliates or (ii) has any agreement or option, or right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or any of its Affiliates to transfer to the Securityholder or any of its Affiliates of, additional securities of Jetlines or any of its Affiliates; (c) the Securityholder is, and will continue to be at the performance time of the Amalgamation, the sole beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of all encumbrances, liens, restrictions (other than resale, vesting or other similar restrictions), charges, claims and rights of others; (d) the Securityholder has the sole right to sell and vote (to the extent permitted by the attributes of such Subject Securities or pursuant to applicable Laws, regulation or policy) or direct the sale and voting of the Subject Securities; (e) no Person has any agreement or option, or any right or privilege (whether by Laws, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities or any interest therein or right thereto, except Jet pursuant to the Amalgamation; (f) none of the Subject Securities is subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of Jetlines's securityholders or give consents or approvals of any kind; (g) none of the execution and delivery by the Securityholder of its this Agreement or the completion of the transactions contemplated hereby or the compliance by the Securityholder with the Securityholder's obligations hereunder will not violate, contravene, result in any breach of, or be in conflict with, or constitute a violation or breach of or default under, or conflict withcreate a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) any contractconstating or governing documents, commitment, agreement, understanding by-laws or arrangement resolutions of the Securityholder; (ii) any kind Contract to which the Securityholder is or will be a party and or by which the Securityholder is or will be bound at any of the time property or assets of such consummationthe Securityholder are bound; and (iiiii) any applicable Law, including any judgementjudgment, decree, order or award of any governmentGovernmental Entity; or (iv) any applicable Laws; (h) no consent, courtwaiver, governmental approval, authorization, order, exemption, registration, licence or regulatory bodydeclaration of or by, arbitrator or similar body applicable filing with, or notification to any Governmental Entity which has not been made or obtained is required to be made or obtained by the Securityholder in connection with the execution and delivery by the Securityholder and enforcement against the Securityholder of this Agreement or the consummation of any transactions provided for herein (provided that the Securityholder makes no representations or warranties with respect to the consents, waivers, approvals, authorizations or declarations of or by, or filings with, or notices to any Governmental Entities or other third parties on the part of Jetlines, Jet or Jet Subco necessary for the consummation of the transactions contemplated by the Amalgamation Agreement); and (i) there is no private or governmental action, suit, claim, arbitration, investigation or other proceeding in progress or pending before any Governmental Entity, or, to the knowledge of the Securityholder, threatened against the Securityholder or any of its Affiliates or any of their directors or officers (in their capacities as such) that, individually or in the aggregate, could adversely affect in any manner the Securityholder's ability to enter into this Agreement or perform its obligations hereunder or the title of the Securityholder to any of the Subject Securities. There is no judgment, decree or order against the Securityholder or any of its Affiliates or any of their directors or officers (in their capacities as such) that could prevent, enjoin, alter, delay or adversely affect in any manner the ability of the Securityholder to enter into this Agreement, to perform its obligations under this Agreement or the title of the Securityholder to any of the Subject Securities.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent and Purchaser as follows EKI, and acknowledges that Parent and Purchaser are EKI is relying on upon such representations and warranties in connection with entering into this Support Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and therebyAgreement, that: (a) the Securityholder has the legal capacity (including if such Securityholder is (and will continue a corporation or other legal entity due authorization) to be until the Effective Time) the sole registered holder and/or beneficial owner of, or exercises control or direction over, the Subject Securities listed on the Acceptance, with good and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions (other than resale and similar restrictions), security interests and rights of others and no person or entity has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual), for the purchase, acquisition or transfer of any Subject Securities, or any interest therein or right thereto, except pursuant to the Arrangement enter into this Support Agreement and this Agreementto complete the transactions contemplated hereby; (b) the only securities Securityholder has good title to all of the Company held Securityholder's Shares, free and clear of record or beneficially ownedany and all claims, directly or indirectlyliens, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities listed on the Acceptancepledges, charges, demands, encumbrances and security interests; (c) this Support Agreement constitutes a legal, valid and binding obligation of the Securityholder has enforceable against the sole right Securityholder in accordance with its terms, and that neither the execution of this Support Agreement by the Securityholder nor the consummation by the Securityholder of the transactions contemplated hereby will constitute a violation of or default under, or conflict with, any contract, commitment, agreement, arrangement, understanding or restriction of any kind to sell and transfer (which the Securityholder is a party or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested)by which the Securityholder is bound; (d) no consent, order, approval or authorization, including without limitation any regulatory approval or order or the Securityholder has no other agreementconsent of any third party, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities is required in connection with the Securityholder's entering into of this Support Agreement and the Securityholder's consummation of the Company (whether by law, pre-emptive or contractual) or any rights or privileges capable of becoming an agreement or option, for transactions contemplated in the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional Arrangement Agreement other than compliance with applicable securities of the Company or any interest thereinlaws; (e) the Securityholder has the sole not previously granted or agreed to grant any proxy or other right to vote (or cause to vote) all of its Subject Securities (which have a right to vote) now held and none any of the Subject Securities Securityholder's Shares in respect of any meeting of shareholders of Gold Ridge which is subject to any power of attorneycurrently in force, proxy, and has not entered into a voting trust, vote pooling or other agreement with respect to the voting or his right to vote, call meetings of any the shareholders of the Shareholders Gold Ridge or give consents or approvals of any kind with respect as to the Securityholder's Shares; (f) there are no legal proceedings currently in progress or pending before any governmental entity or, to the Securityholder's knowledge, threatened against the Securityholder or any of its affiliates that would adversely affect in any manner the ability of the Securityholder to enter into this Support Agreement and to perform its obligations hereunder or the title of the Securityholder to any Subject Securitiesof the Securityholder's Shares, and there is no current (or threatened) and enforceable judgment, decree or order against the Securityholder that would adversely affect in any manner the ability of the Securityholder to enter into this Support Agreement and to perform its obligations hereunder or the title of the Securityholder to any of the Securityholder's Shares; and (fg) at the date hereof the Securityholder is duly authorized to execute either the beneficial owner of, or exercises direction and deliver this Agreement control over, the number and perform its obligations hereunder and this Agreement has been duly executed and delivered by class of Gold Ridge securities as set forth on Schedule A attached hereto, and, other than the Gold Ridge securities set forth on the attached Schedule A, as of the date hereof the Securityholder and constitutes a legaldoes not beneficially own or exercise control or direction over, valid and binding agreementdirectly or indirectly, enforceable against the Securityholder in accordance with its terms, except as may be limited by bankruptcy, insolvency and any securities of Gold Ridge or hold any other applicable laws affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction, and the performance by the Securityholder of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with: (i) any contract, commitmentoption, agreement, understanding right, entitlement or arrangement privilege (or any right capable of becoming an option, agreement, right, entitlement or privilege) to purchase or otherwise acquire, either directly or indirectly, any unissued Gold Ridge Shares Shares or any other securities of any nature or kind of Gold Ridge, other than pursuant to which the Securityholder is or will be a party and by which the Securityholder is or will be bound at the time of such consummation; and (ii) any applicable Law, including any judgement, decree, order or award of any government, court, governmental or regulatory body, arbitrator or similar body applicable to the Securityholderthis Support Agreement.

Representations and Warranties of the Securityholder. The Securityholder hereby represents and warrants to Parent the Purchaser (and Purchaser as follows understands and acknowledges that Parent and the Purchaser are is relying on such these representations and warranties in connection with entering into this Agreement and the Arrangement Agreement and completing the transactions contemplated hereby and therebyby the Arrangement Agreement) the matters set out below: (a) the Securityholder is (and will continue to be until the Effective Time) the sole registered holder and/or beneficial owner ofif an individual, or exercises control or direction over, the Subject Securities listed on the Acceptance, with good and marketable title thereto, free and clear of all claims, liens, charges, encumbrances, restrictions (other than resale and similar restrictions), security interests and rights of others and no person or entity has any agreement, option, or any right or privilege capable of becoming an agreement or option (whether by law, pre-emptive or contractual), for the purchase, acquisition or transfer of any Subject Securities, or any interest therein or right thereto, except pursuant to the Arrangement Agreement and this Agreement; (b) the only securities of the Company held of record or beneficially owned, directly or indirectly, or over which control or direction is exercised by the Securityholder or its Affiliates or associates are the Subject Securities listed on the Acceptance; (c) the Securityholder has the sole right to sell and transfer (or cause to be sold and transferred) all of its Subject Securities now held (other than with respect to securities that have not vested); (d) the Securityholder has no other agreement, options, warrants or securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any securities of the Company (whether by law, pre-emptive or contractual) or any rights or privileges capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of the Company or any interest therein; (e) the Securityholder has the sole right to vote (or cause to vote) all of its Subject Securities (which have a right to vote) now held and none of the Subject Securities is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the voting or right to vote, call meetings of any of the Shareholders or give consents or approvals of any kind with respect to any Subject Securities; and (f) the Securityholder is duly authorized legal capacity to execute and deliver this Agreement and perform to consummate the transactions contemplated by this Agreement; if a Person other than an individual, the Securityholder is validly existing under the laws of its governing jurisdiction, has all necessary power and authority to enter into this Agreement and has taken all steps necessary to authorize the execution of this Agreement and the performance of its obligations hereunder and under this Agreement. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding agreementobligation of the Securityholder, enforceable against the Securityholder in accordance with its terms, except as subject to the qualification that such enforceability may be limited by bankruptcy, insolvency and insolvency, reorganization or other applicable laws Laws relating to or affecting the enforcement rights of creditors’ rights creditors generally and subject to the qualification that equitable remedies may only remedies, including specific performance, are discretionary; (b) the securities set forth in Schedule A represent all the Subject Securities beneficially owned, directly or indirectly, or controlled or directed, by the Securityholder as of the date hereof. Other than the securities set forth in Schedule A, neither the Securityholder nor any of his, her or its affiliates beneficially owns, directly or indirectly, or exercises control or direction over, or has any agreement or option, or right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or any of his, her or its affiliates or transfer to the Securityholder or any of his, her or its affiliates of any additional securities of Sunward or any of its affiliates; (c) the Securityholder is, and will continue to be granted from the date hereof (or in the discretion case of a court any Subject Securities acquired after the date hereof, from the date of competent jurisdictioneach such acquisition) through to the Expiry Time, the sole beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of all Liens (other than (i) any restrictions on transfer imposed by applicable Securities Laws and (ii) as provided under this Agreement); (d) to the performance extent permitted by the attributes of the Subject Securities or pursuant to applicable Laws, regulation or policy, the Securityholder has the sole right to dispose of and vote, or direct the disposal and voting of, the Subject Securities; (e) no Person has any agreement or option, or any right or privilege (whether by Laws, pre- emptive or contractual) capable of becoming an agreement or option, providing for the purchase, acquisition or transfer of any of the Subject Securities or any interest therein or right thereto, except the Purchaser pursuant to the Arrangement Agreement; (f) none of the Subject Securities is subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of Sunward’s securityholders or give consents or approvals of any kind; (g) none of the execution and delivery by the Securityholder of its this Agreement or the completion of the transactions contemplated hereby or the compliance by the Securityholder with the Securityholder’s obligations hereunder will not violate, contravene, result in any breach of, or be in conflict with, or constitute a violation or breach of or default under, or conflict withcreate a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) if the Securityholder is not an individual, any contract, commitment, agreement, understanding constating or arrangement governing documents or resolutions of the Securityholder; (ii) any kind Contract to which the Securityholder is or will be a party and or by which the Securityholder is or will be bound at any of the time property or assets of such consummationthe Securityholder are bound; and (iiiii) any applicable Law, including any judgementjudgment, decree, order or award of any governmentGovernmental Entity; or (iv) subject to compliance with any approval or Laws contemplated by the Arrangement Agreement, courtany applicable Laws; in each case, governmental other than as would not reasonably be expected to materially impair the ability of the Securityholder to perform its obligations hereunder. (h) no consent, waiver, approval, authorization, order, exemption, registration, licence or regulatory bodydeclaration of or by, arbitrator or similar body applicable filing with, or notification to any Governmental Entity or other third party which has not been made or obtained is required to be made or obtained by the Securityholder or any of his, her or its affiliates in connection with the execution and delivery by the Securityholder and enforcement against the Securityholder of this Agreement or the consummation of any transactions provided for herein other than where the failure to obtain such consents, waivers, approvals, authorizations, orders, exemptions, registrations, licences or declarations, or to make such filings or notifications, would not materially impair the ability of the Securityholder to perform its oblitations hereunder (and provided that the Securityholder makes no representations or warranties with respect to the consents, waivers, approvals, authorizations, orders, exemptions, registrations, licences or declarations of or by, or filings with, or notices to any Governmental Entities or other third parties on the part of Sunward, the Purchaser or any other Person necessary for the consummation of the transactions contemplated by the Arrangement Agreement); and (i) there is no private or governmental action, suit, claim, arbitration, investigation or other proceeding in progress or pending before any Governmental Entity, or, to the knowledge of the Securityholder., threatened against the Securityholder or any of his, her or its affiliates or, if applicable, any of their respective directors or officers (in their capacities as such) that, individually or in the aggregate, could materially adversely affect the Securityholder’s ability to enter into this Agreement or perform his, her or its obligations hereunder or the title of the Securityholder to any of the Subject Securities. There is no judgment, decree or order against the Securityholder or any of his, her or its affiliates or, if applicable, any of their directors or officers (in their capacities as such) that could materially prevent, enjoin, alter, delay or adversely affect the ability of the Securityholder to enter into this Agreement, to perform his, her or its obligations under this Agreement or the title of the Securityholder to any of the Subject Securities;