Authorization of this Agreement. The USMS represents that this Agreement has been duly authorized, validly executed, and delivered by the USMS, and assuming due authorization, execution, and delivery of this Agreement by the Purchaser, constitutes a valid and binding obligation of the United States, enforceable against the United States in accordance with its terms.

Upon the unanimous agreement of the Parties hereto and the approval by the shareholders (meeting) of Party A, the Parties hereto may make amendments or supplements to this Agreement and take all necessary steps and actions, at their cost, to make such amendments or supplements legal and effective.

This Agreement shall come into force as of the date of execution or affixing seals by the Parties and shall be automatically terminated when Party A and/or the person designated by Party A has fully exercised its rights to purchase all equity interests held by Party C in Party B in accordance with the Exclusive Call Option Agreement. Once Party A notifies Party C in writing to fully or partially terminate this Agreement or change the Trustee, Party C shall immediately revoke the entrustment and authorization granted to Party A and the Trustee hereunder, and shall, as instructed by Party A in writing, immediately sign a Power of Attorney in the same form of the Power of Attorney as [Appendix 1] hereto to grant the same authorization and entrustment hereunder to the other person or entity designated by Party A.

Termination of this Agreement. In the event that # Weyerhaeuser’s Board of Directors decides to end the strategic review process for Cellulose Fibers without having completed a Transaction or # the Closing Date has not occurred by September 1, 2017, this Agreement will become null and void and you will not be entitled to any portion of the Retention Payment.

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.

This Agreement may be amended pursuant to a written instrument by mutual consent of the parties.

Confidentiality of this Agreement. The Parties, for themselves, their agents, members, owners, officers, directors, employees affiliates and representatives, agree not to divulge, reveal to or discuss with anyone or provide any materials or documents concerning any of the terms of this Agreement or the content of the discussions and negotiations leading to the execution of this Agreement, except as follows: # upon receipt of a valid court order, # as reasonably necessary to their respective attorneys, lenders, accountants, tax advisors, financial planners, and financial managers, and then only if such persons are expressly made aware of this confidentiality provision and agree to be bound hereby, # to each Party’s respective owners, members, employees, officers, directors, and/or family members, and then only if such persons are expressly made aware of this confidentiality provision and agree to be bound hereby, or # as otherwise required by law. Without limiting the foregoing in any way, the Parties acknowledge and agree that I-Minerals, as a publicly traded company, may be required to disclose certain provisions of this Agreement to current, future and potential investors and lenders, in public filings, and/or in corporate disclosures (“I-Minerals’ Required Disclosures”). The Parties hereto agree that this confidentiality provision will not apply to I-Minerals’ Required Disclosures; provided, however, that I-Minerals first has the I-Minerals’ Required Disclosures vetted and approved by I- Minerals’ own securities’ counsel.

Authority. Each person signing this Amendment hereby represents and warrants that he or she has full authority to execute this Amendment for the Party on whose behalf he or she is signing.

Authority. The execution, delivery and performance by [[Organization B:Organization]] of each of this Agreement and the Note (collectively, the "Transaction Documents"), and the consummation of the transactions contemplated hereby and thereby # are within the corporate authority of [[Organization B:Organization]] and # have been duly authorized by all necessary actions on the part of [[Organization B:Organization]].

Authority. Such [[Organization A:Organization]] has full legal power and authority to execute and deliver the Agreement. The execution, delivery and performance by such [[Organization A:Organization]] of this Agreement, and the consummation of the transactions contemplated hereby and thereby # are within the power of such [[Organization A:Organization]] and # have been duly authorized by all necessary actions on the part of such [[Organization A:Organization]].