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.

Expenses. The fees and expenses of the Selling Shareholder incurred in connection with a Drag-Along Sale and for the benefit of all Shareholders (it being understood that costs incurred by or on behalf of a Selling Shareholder for its sole benefit will not be considered to be for the benefit of all Shareholders), to the extent not paid or reimbursed by the Company or the Independent Third Party, shall be shared by all the Shareholders on a pro rata basis, based on the consideration received by each Shareholder; provided, that no Shareholder shall be obligated to make any out-of-pocket expenditure prior to the consummation of the Drag-Along Sale.

Money Laundering Laws. The operations of the Selling Stockholder and its subsidiaries are, and have been conducted at all times, in compliance with applicable financial recordkeeping and reporting requirements of the Anti-Money Laundering Laws and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Selling Stockholder or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Selling Stockholder or any of its subsidiaries, threatened.

If the common stock is at the time traded on the NASDAQ National or SmallCap Market, then the Fair Market Value shall be the closing selling price per share of common stock on the date in question, as the price is reported by the National Association of Securities Dealers on the NASDAQ National or SmallCap Market. If there is no closing selling price for the common stock on the date in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.

Notwithstanding the provisions of Section 4.01(b)(i), no payments shall be due from one Member to another if a Tax Termination results # from a transaction, or a series of related transactions, where all of the selling Members collectively are selling 100% of the Member Interests in the Company and all of the buying parties are not already Members at the time of the sale and not Affiliates of any of the selling Members, or # from a termination of CEQP within the meaning of Section 708 of the Code.

No Assignment or Transfer of Control Prior to Closing. Notwithstanding any of the provisions set forth in this Management Agreement, no provision herein shall be construed to effect or permit an assignment or transfer of control related to the Company’s Lifeline Business or the Regulated Assets prior to the consummation of the Transaction in accordance with the terms and conditions set forth in the Purchase Agreement, and all provisions of this Management Agreement shall be interpreted consistent with all applicable laws including without limitation the Applicable Telecommunications Laws and Regulations.

No later than fifteen (15) Business Days prior to the Option Closing Date, Seller shall provide the Partnership or its Affiliates with a final list of any Inventory that Seller requires Buyer to purchase on the Option Closing Date, including the Inventory Price (with reasonable documentation supporting Seller’s calculation thereof). Seller shall provide the Partnership or its Affiliates with the reasonable opportunity to physically inspect that Inventory no later than five (5) Business Days prior to the Option Closing Date. For the avoidance of doubt, Seller is not prohibited from selling any inventory purchased from the Partnership or its Affiliates not sold to the Partnership or its Affiliates pursuant to this Section 10.7 to customers in the Territory prior to and following the Option Closing Date.

No Shorting. The Investor agrees that 80 long as this Note from the Issuer to the Investor remains outstanding, the Investor will not enter into or effect "short sales" of the Common Stock or hedging transaction which establishes a net short position with respec.t to the Common Stock of the Issuer. The Issuer acknowledges and agrees that upon delivery of a conversion notice by the Investor, the Investor immediately owns the shares of Common Stock described in the conversion notice and any sale of those shares issuable under such conversion notice would not be considered short sales.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to the Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to [[Organization B:Organization]] at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

Contemporaneously herewith Buyer, Timberline Parent and Sellers have executed and delivered a short form of this First Amendment Agreement in the form of Exhibit A (“First Amendment Short Form”). Buyer may record the First Amendment Short Form if it so elects.