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.

Registration of this Agreement. To the extent, if any, that either Party concludes in good faith and acting reasonably that it or the other Party is required to file or register this Agreement or a notification thereof with any Governmental Authority, such Party shall inform the other Party thereof. If both Parties jointly agree that either Party is required to submit or obtain any such filing, registration or notification, they shall cooperate in such filing, registration or notification and shall execute all documents reasonably required in connection therewith. In such filing, registration or notification, the Parties shall request confidential treatment of sensitive provisions of this Agreement, to the extent permitted by Applicable Law. The Parties shall promptly inform each other as to the activities or inquiries of any such Governmental Authority relating to this Agreement, and shall reasonably cooperate to respond to any request for further information therefrom on a timely basis.

Term of this Agreement. Subject to Section 4 below, the initial term of this Agreement (the “Initial Term”) shall be for a period commencing on the Effective Date and ending on December 31, 2017; provided at the end of the Initial Term, the term will automatically renew for successive one (1) year periods (each, a “Renewal Term”, and collectively with the Initial Term, the “Term”) unless either party delivers written notice of non-renewal to the other party at least sixty (60) days prior to the expiration of the then-current initial Term or Renewal Term.

Liens arising out of the existence of judgments or awards in respect of which Borrower or any of its Subsidiaries shall be contesting in good faith, so long as such judgments or awards do not constitute an Event of Default hereunder;

MISCELLANEOUS PROVISIONS. This Agreement shall not be construed more strictly against any party merely by virtue of the fact that the same has been prepared by such party or its counsel, it being recognized that each party hereto has contributed substantially and materially to the preparation of this Agreement, and that each party hereto acknowledges and waives any claim contesting the existence and the adequacy of the consideration given by the other parties hereto in entering into this Agreement.

The Parties irrevocably acknowledge and agree that they are now and forever estopped and precluded from contesting or denying the validity and enforceability of this Agreement.

Benefits of this Warrant Agreement. Nothing in this Warrant Agreement shall be construed to give to any person or corporation other than Company and Warrant Holder any legal or equitable right, remedy or claim under this Warrant Agreement, and this Agreement shall be for the sole and exclusive benefit of Company and Warrant Holder.

Authority Relative to this Agreement. The Company has all requisite power and authority to enter into this Agreement and each Ancillary Agreement to which the Company is (or with respect to Ancillary

Each of BRPA and Merger Sub has all requisite power and authority to enter into this Agreement and each Ancillary Agreement to which BRPA or Merger Sub, respectively is (or with respect to Ancillary Agreements to be entered into at or prior to the Closing, will be) a party and, subject to the receipt of the BRPA Stockholder Approval, to consummate the Merger. The execution and delivery of this Agreement and each Ancillary Agreement by BRPA and Merger Sub, respectively, has been (or with respect to Ancillary Agreements to be entered into at the Closing, will be) duly authorized by all necessary corporate action on the part of BRPA and Merger Sub, subject to the receipt of the BRPA Stockholder Approval. This Agreement and each Ancillary Agreement to which BRPA or Merger Sub, respectively, is (or with respect to Ancillary Agreements to be entered into at or prior to the Closing, will be) a party # has been (or, in the case of Ancillary Agreements to be entered into at or prior to the Closing, will be when executed and delivered) duly executed and delivered by BRPA and Merger Sub and # assuming due authorization, execution and delivery thereof by each other party hereto and thereto, is (or, in the case of Ancillary Agreements to be entered into at the Closing, will be when executed and delivered) enforceable against BRPA and Merger Sub in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

Terms of this Agreement; Publicity. The Parties agree that the terms of this Agreement shall be treated as Confidential Information of both Parties, and thus may be disclosed only as permitted by Section 6.1(c), with the exception, however, that, in order to comply with the stipulations in the [Sections 5.2 through 5.4] of this Agreement, Northern shall be allowed to disclose the terms of this Agreement to bone fide potential licensee of the Northern Patent Rights covering Other Compounds. Each Party agrees not to issue any press release or other public statement disclosing information relating to this Agreement or the transactions contemplated hereby or the terms hereof without the prior written consent of the other Party or as permitted by Section 6.1(c).