You acknowledge that if you become an employee, contractor, or consultant for any other person or entity engaged in the Business of the Company, as defined in Section 5(G), it would create a substantial risk that you would, intentionally or unintentionally, disclose or rely upon the Company’s Confidential Information or Trade Secrets for the benefit of the other person or entity to the detriment of the Company. You further acknowledge that such disclosures would be particularly damaging if made shortly after you leave the Company. You agree that while you are employed by or working for the Company and for a period of one (1) year after you leave the Company, before accepting any employment or affiliation with another person or entity, you will give written notice to the Sr. HR Officer of your intention to accept such employment or affiliation. You also agree to confer in good faith with the Sr. HR Officer concerning whether your proposed employment or affiliation could reasonably be expected to be performed without improper disclosure of Confidential Information or Trade Secrets.

Cause the Company to timely file a Current Report on Form 8-K disclosing the entry by the [[Sellers:Organization]] of this Agreement;

Without in any way limiting any other obligations of the Vendor and the Corporation hereunder, during the period from the date hereof to the Time of Closing:

Criminal Acts; Prior Litigation. Neither [[Borrower:Organization]] nor any Restricted Party has ever been convicted of a felony or misdemeanor (or crime of similar severity under other name), and is not currently the subject of any pending or to such party’s knowledge threatened criminal investigation or proceeding. [[Borrower:Organization]] has disclosed to [[Lender:Organization]] in writing any civil action (whether or not such action resulted in a judgment) and regulatory or enforcement proceeding to which [[Borrower:Organization]] and any Restricted Party was a defendant or respondent within the 20-year period prior to the date of this Agreement # that was under the Bankruptcy Code or other Creditors’ Rights Law, or # in which it was alleged that [[Borrower:Organization]] or such Restricted Party engaged in fraud, deception or misrepresentation, or # with respect to which [[Borrower:Organization]] or any Restricted Party was ordered or agreed not to engage in the banking or securities industry.

Effect of Prior Agreements. This Agreement constitutes the sole and entire agreement and understanding between Executive and [[Company:Organization]] with respect to the matters covered hereby and thereby, and there are no other promises, agreements, representations, warranties or other statements between Executive and [[Company:Organization]] in respect to such matters not expressly set forth in this Agreement. This Agreement supersedes all prior and contemporaneous agreements, understandings or other arrangements, whether written or oral, concerning the subject matter hereof, except that the terms of the Plan and any grant documents relating to any pre-existing Incentive Equity shall remain in full force and effect following Executive’s execution of this Agreement.

Prior Outstanding Stock Options. Incentive Stock Options granted to an Optionee may be exercisable while such Optionee has outstanding and unexercised any Incentive Stock Option previously granted to him or her pursuant to this Plan. The Stock Option Committee shall determine if such options shall be exercisable if there are any Incentive Stock Options previously granted (or substituted) to him or her pursuant to this Plan, and such determination shall be evidenced in the Agreement executed by the Optionee and the Company. An Incentive Stock Option shall be treated as outstanding until it is exercised in full or expires by reason of lapse of time.

Evidence of Prior Service. Notwithstanding anything to the contrary, but subject to applicable law, upon reasonable request by one Party to the other Party, the first Party will provide to the other Party information relating to and confirming service for purposes of seniority (or seniority date) and service date for such Employees for purposes of determining benefit eligibility, participation, vesting and calculation of benefits with respect to any Employee.

Termination of Prior Agreements. As of the Effective Date, this Agreement supersedes the Non-Disclosure Agreement between [[Party:Organization]] and Denali effective as of January 20, 2016. All “Information” (as defined in such confidentiality agreement) exchanged between the Parties thereunder that relates to the subject matter of this Agreement shall be deemed Confidential Information hereunder and shall be subject to the provisions of Article 10.

Amendment to Prior Agreement. The Company and the Participant acknowledge and agree that the Restricted Stock Unit Agreement dated as of February 1, 2014 by and between them (the “2014 Agreement”) shall be deemed to be amended as of such date to provide for, notwithstanding any contrary provision therein, dividend equivalent rights with respect to the restricted stock units awarded pursuant to the 2014 Agreement, in a manner consistent with the Plan and with Sections 3.1 and 3.2 of this Agreement. Such dividend equivalent rights shall only be credited to Participant in the event the performance goals as set forth on [Exhibit 2] to the 2014 Agreement are met. Such dividend equivalent rights shall be subject to forfeiture consistent with Section 4 of this Agreement and shall be paid upon vesting of the restricted stock units awarded pursuant to the 2014 Agreement in a form and at a time consistent with Section 5 of this Agreement. Except as expressly amended hereby, the terms of the 2014 Agreement shall remain in full force and effect.

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.