Forward Placement Notice. Upon the terms and subject to the conditions set forth herein, on any Trading Day during the Agency Period on which the conditions set forth in Section 5(b) shall have been satisfied, the Selling Stockholder may exercise its right to request the entry into a Forward by delivering to the Forward Purchaser (with a copy to the Company) a Forward Placement Notice; provided, however, that # in no event may the Selling Stockholder deliver a Forward Placement Notice to the extent that the sum of # the “Size Cap” (as defined in the Master Forward Confirmation) specified in such Forward Placement Notice (the “Forward Share Number”), plus # the aggregate number of # Forward Hedge Shares previously sold in connection with this Agreement and # Common Shares otherwise sold by the Selling Stockholder to or through the Agent under this Agreement, would exceed the Maximum Selling Stockholder Amount; and # prior to delivery of any Forward Placement Notice, the Forward Hedge Selling Period for any previous Forward Placement Notice shall have expired or been terminated. A Forward Placement Notice shall be considered delivered on the Trading Day that it is received by e-mail to the persons set forth in [Schedule II] hereto and confirmed by the Selling Stockholder by telephone (including a voicemail message to the persons so identified), with the understanding that, with adequate prior written notice, the Forward Purchaser may modify the list of such persons from time to time. The Forward Purchaser may accept the Forward Placement Notice by executing and delivering to the Selling Stockholder such Forward Placement Notice. For the avoidance of doubt, the Forward Purchaser may reject any Forward Placement Notice in its sole discretion.

“Paid Deferred Contingent Receivable Amount” means the aggregate amount of any Deferred Contingent Receivables actually received by any Group Company after # the date of this Agreement, with respect to any Deferred Contingent Receivable included in the 2017 Short-Term Deferred Contingent Receivable Amount, or # March 31, 2018, with respect to any Deferred Contingent Receivable included in the Long-Term Deferred Contingent Receivable Amount and, in each case, on or prior to the Closing; provided that, under no circumstances shall the Paid Deferred Contingent Receivable Amount exceed the sum of # the 2017 Short-Term Deferred Contingent Receivable Amount plus # the Long-Term Deferred Contingent Receivable Amount.

South 09°45'56" East, 92.08 feet to the point of beginning and sometimes referred to as Lot 3 Mine Plant Short Plat No. 1.

[[Selling Shareholders:Person]] (“SELLING SHAREHOLDER”)

Accurate Disclosure. Neither the Registration Statement nor the Prospectus or any amendments or supplements thereto includes any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that such representations and warranties set forth in this [subsection (b)(i)] apply only to statements or omissions made in reliance upon and in conformity with information relating to the Selling Stockholder furnished in writing by or on behalf of the Selling Stockholder expressly for use in the Registration Statement, the Prospectus or any amendment or supplement thereto, it being understood and agreed that the only information furnished by the Selling Stockholder consists of the name of the Selling Stockholder, the number of Common Shares beneficially owned prior to the offering by the Selling Stockholder and the information contained in the footnote related to the Selling Stockholder set forth in the beneficial ownership table in the Prospectus under the caption “Selling Securityholder” (collectively, the “Selling Stockholder Information”); the Selling Stockholder is not prompted to sell the Shares to be sold hereunder by any material information concerning the Company or any subsidiary of the Company which is not set forth in the Registration Statement or the Prospectus or otherwise publicly available.

Prohibition of Short Sales and Hedging Transactions. ​ agrees that beginning on the date of this Agreement and ending on the next Business Date following the termination of this Agreement as provided in Section 11, ​ and its agents, representatives and affiliates shall not in any manner whatsoever enter into or effect, directly or indirectly, any # “short sale” (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of the Common Stock or # hedging transaction, which establishes a net short position with respect to the Common Stock.

“Code §401(a)(17) Limit” shall mean the Code §401(a)(17) annual compensation limit in effect for the Plan Year with no proration of the annual compensation limit unless the Plan has a short Plan Year. In the event of a short Plan Year, the annual compensation limit shall equal an amount determined by multiplying the otherwise applicable Code §401(a)(17) annual compensation limit for such year by a fraction, the numerator of which is the number of full months in the short period, and the denominator of which is twelve (12).

No Hostile Selling of I-Minerals Shares by Hoodoo, Thomson and the Thomson Trust. Each of Hoodoo, Lemke, the Thomson Trust and Thomson agree, for themselves, their agents, members, owners, officers, directors, employees, affiliates and representatives that they will not engage in any hostile selling of I-Minerals’ shares that they now own or that they acquire in the future.

A failure by Employer to provide short and long-term incentive opportunities comparable to opportunities available to Executive prior to the Change in Control, which failure results in a material diminution in the overall compensation payable to [[Person A:Person]];

No Stabilization or Manipulation. The Selling Stockholder agrees that neither it nor any affiliate of the Selling Stockholder will take, directly or indirectly, any action which is designed, or would be expected, to cause or result in, or which constitutes, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any Shares or to result in a violation of Regulation M under the Exchange Act. For purposes of this section, references to any affiliate of the Selling Stockholder will not include the Company or its controlled affiliates.