Common use of Representations and Warranties of the Securityholder Clause in Contracts

Representations and Warranties of the Securityholder. 5.1 The Securityholder represents, warrants and, where applicable, covenants to Great Panther as follows and acknowledges that Great Panther is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement and the purchase by Great Panther of the Locked-Up Securities under the Transaction: (a) the Securityholder, if not an individual, has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and where the Securityholder is not a corporation, he or she has the capacity and has received all requisite approvals to execute and deliver this Agreement and to perform his or her obligations hereunder; (b) this Agreement has been duly executed and delivered by the Securityholder and, assuming the due authorization, execution and delivery by Great Panther, constitutes a legal, valid and binding obligation, enforceable by Great Panther against the Securityholder in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Securityholder is either (A) the legal and beneficial owner of record or (B) the beneficial owner exercising control and direction over (but not the holder of record) the number of Shares of the Company listed opposite the Securityholder’s name on Schedule A to this Agreement and is either (Y) the legal and beneficial owner of record or (Z) the beneficial owner exercising control and direction over (but not the holder of record) the number of Options and Warrants of the Company listed opposite the Securityholder's name on Schedule A to this Agreement, (ii) the only Shares, Options, Warrants or other securities of the Company beneficially owned, or over which control or discretion is exercised by the Securityholder, are those listed opposite the Securityholder’s name on Schedule A; and (iii) except as listed on Schedule A, the Securityholder has no agreement, or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder of any additional Shares or other securities of the Company; (d) the Securityholder has the sole right to sell and vote all the Locked-Up Securities beneficially owned by the Securityholder and all the Locked-Up Securities held by the Securityholder shall, at the time at which Great Panther acquires such Locked-Up Securities, be beneficially owned solely by the Securityholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (e) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Securityholder of any of the Locked-Up Securities beneficially owned by the Securityholder or any interest therein or right thereto including any right to vote, except Great Panther pursuant to this Agreement; (f) none of the execution and delivery by the Securityholder of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Securityholder with the Securityholder's obligations hereunder will result in a breach of: (i) the constating documents of the Securityholder, if applicable, (ii) any agreement or instrument to which the Securityholder is a party or by which the Securityholder or any of the Securityholder's property or assets is bound; (iii) any judgment, decree, order or award of any Governmental Entity; or (iv) any law, statute, ordinance, regulation or rule relevant in the context of the Transaction or this Agreement; and (g) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Securityholder, threatened against the Securityholder or its affiliates that would adversely affect in any manner the ability of the Securityholder to enter into this Agreement and to perform its obligations hereunder or the title of the Securityholder to any of the Locked-Up Securities. The representations and warranties of the Securityholder set forth in this Article 5 shall survive the completion of the purchase by Great Panther of the Locked-Up Securities under the Transaction and, despite such completion, shall continue in full force and effect for the benefit of Great Panther for a period of one year thereafter, except for the representation and warranty in clause (d) above, which shall survive indefinitely.

Representations and Warranties of the Securityholder. 5.1 The Securityholder represents, hereby represents and warrants and, where applicable, covenants to Great Panther the Purchaser as follows and acknowledges that Great Panther the Purchaser is relying upon these representations, on such representations and warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement and the purchase by Great Panther of the Locked-Up Securities under the TransactionAgreement: (a) the Securityholder is the sole beneficial owner of the Subject Shares, Subject Options, Subject Warrants, Subject RSUs and Subject Other Convertible Securities, as applicable, and will be the sole beneficial owner of any Eclipse Shares, Eclipse Options, Eclipse Warrants, Eclipse RSUs or other Eclipse convertible securities hereinafter acquired by the Securityholder, if not with valid and marketable title thereto, free and clear of all claims, liens, charges, encumbrances and security interests other than those arising by operation of statute, and no person has, or will have, any agreement, option, or any right or privilege capable of becoming an individualagreement or option, has been duly formed for the purchase, acquisition or transfer of the Subject Shares, Subject Options, Subject Warrants, Eclipse RSUs and is validly existing under Subject Other Convertible Securities or any Eclipse Shares, Eclipse Options, Eclipse Warrants, Eclipse RSUs and/or other Eclipse convertible securities hereinafter acquired by the laws of its jurisdiction of incorporation and has all necessary power and authority Securityholder, from the Securityholder or any interest therein or right thereto, except pursuant to execute and deliver this Agreement and to perform its obligations hereunder, and where the Securityholder is not a corporation, he or she has the capacity and has received all requisite approvals to execute and deliver this Agreement and to perform his or her obligations hereunderProposed Transaction; (b) this Agreement has been duly executed and delivered by the Securityholder and, assuming the due authorization, execution and delivery by Great Panther, constitutes a legal, valid and binding obligation, enforceable by Great Panther against the Securityholder in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Securityholder is either (A) the legal and beneficial owner of record or (B) the beneficial owner exercising control and direction over (but not the holder of record) the number of Shares of the Company listed opposite the Securityholder’s name on Schedule A to this Agreement and is either (Y) the legal and beneficial owner of record or (Z) the beneficial owner exercising control and direction over (but not the holder of record) the number of Options and Warrants of the Company listed opposite the Securityholder's name on Schedule A to this Agreement, (ii) the only Shares, Options, Warrants or other securities of the Company Eclipse beneficially owned, directly or indirectly, or over which control or discretion direction is exercised by the Securityholder, Securityholder are those listed opposite on the Securityholder’s name on Schedule A; Acceptance, and (iiiii) except as listed on Schedule A, the Securityholder has no other agreement, options, warrants or optionsecurities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, securities of Eclipse or any rights or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of Eclipse or any interest therein; (c) the Securityholder has the sole right to dispose of or transfer (or cause to be disposed of or transferred) all of the Subject Shares, Subject Options, Subject Warrants, Subject RSUs and Subject Other Convertible Securities (subject to the express terms of the Eclipse Stock Option Plan, the Subject Warrants, the Eclipse RSU Plan and the Subject Other Convertible Securities, as applicable, and of any additional Shares document evidencing the grant or issuance thereof) now held, and will have the right to dispose of or transfer (or cause to be disposed of or transferred) all Eclipse Shares, Eclipse Options, Eclipse Warrants, Eclipse RSUs and other Eclipse convertible securities (subject to the express terms of this Agreement, the Eclipse Stock Option Plan, the Eclipse Warrants, the Eclipse RSU Plan, as applicable, and of any document evidencing the grant or issuance of such Eclipse Options, Eclipse Warrants, Eclipse RSUs or other securities of the CompanyEclipse convertible securities) hereafter acquired by it; (d) the Securityholder has the sole right to sell vote (or cause to be voted) all of the Subject Securities (to the extent such securities are entitled to vote) now held and will have the sole right to vote (or cause to be voted) all Subject Securities hereafter acquired by it (in each case, to the Locked-Up Securities beneficially owned by the Securityholder and all the Locked-Up Securities held by the Securityholder shall, at the time at which Great Panther acquires extent such Locked-Up Securities, be beneficially owned solely by the Securityholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoeversecurities are entitled to vote); (e) no individualthis Agreement has been duly executed and delivered and is a valid and binding agreement, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from enforceable against the Securityholder in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditor rights, generally and to principles of any of equity, and the Locked-Up Securities beneficially owned by the Securityholder or any interest therein or right thereto including any right to vote, except Great Panther pursuant to this Agreement; (f) none of the execution and delivery performance by the Securityholder of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Securityholder with the Securityholder's ’s obligations hereunder will result in not constitute a violation or breach of: (i) the of or default under, or conflict with any constating documents of the Securityholder, if applicable, (ii) or conflict with any agreement contract, commitment, agreement, understanding or instrument arrangement of any kind to which the Securityholder is a party or by which the Securityholder or any of the Securityholder's property or assets is bound; (iii) any judgment, decree, order or award of any Governmental Entity; or (iv) any law, statute, ordinance, regulation or rule relevant in the context of the Transaction or this Agreementparty; and (gf) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge Securityholder has received the execution copy of the SecurityholderArrangement Agreement dated December 4, threatened against 2020, and has read and fully understands the Arrangement Agreement and the transactions contemplated thereby. The Securityholder acknowledges and agrees that the Securityholder or its affiliates has had the opportunity to seek independent legal advice with respect to this Agreement, the Arrangement Agreement and the transactions contemplated hereby and thereby, and that would adversely any failure on the Securityholder’s part to seek independent legal advice shall not affect in any manner the ability of (and the Securityholder to enter into shall not assert that it affects) the validity, enforceability or effect of this Agreement and to perform its obligations hereunder or the title of the Securityholder to any of the Locked-Up Securities. The representations and warranties of the Securityholder set forth in this Article 5 shall survive the completion of the purchase by Great Panther of the Locked-Up Securities under the Transaction and, despite such completion, shall continue in full force and effect for the benefit of Great Panther for a period of one year thereafter, except for the representation and warranty in clause (d) above, which shall survive indefinitelyArrangement Agreement.

Representations and Warranties of the Securityholder. 5.1 The Securityholder represents, warrants and, where applicable, covenants hereby makes to Great Panther as follows Buyer the following representations and warranties and acknowledges that Great Panther ▇▇▇▇▇ is relying upon these representations, such representations and warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement and the purchase by Great Panther carrying out of the Locked-Up Securities under the Transactiontransactions contemplated herein: (a) the Securityholder, if not an individual, has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and Securityholder has all necessary power power, authority and authority capacity to execute enter into and deliver perform the Securityholder's obligations under this Agreement and to perform its obligations hereunder, and where the Securityholder is not a corporation, he or she has the capacity and has received all requisite approvals to execute and deliver this Agreement and to perform his or her obligations hereunderAgreement; (b) this Agreement has been duly executed and delivered by the Securityholder and, assuming the due authorization, execution and delivery of this Agreement by Great Panther▇▇▇▇▇, constitutes a legal, valid and binding obligation, agreement of the Securityholder enforceable by Great Panther against the Securityholder in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (ic) the Securityholder is either (A) the legal and beneficial owner of record or (B) the beneficial owner exercising and has control and direction over (but not all the holder of record) the number of Shares of the Company listed opposite the Securityholder’s name on Schedule A to this Agreement and is either (Y) the legal and beneficial owner of record or (Z) the beneficial owner exercising control and direction over (but not the holder of record) the number of Options and Warrants of the Company listed Subject Securities set forth opposite the Securityholder's name on in Schedule A to this AgreementA. Other than the Subject Securities, (ii) including the only Shares, Options, Warrants or other securities of the Company beneficially owned, or over which control or discretion is exercised Options held by the Securityholder, are those listed opposite the Securityholder’s name on Schedule A; and (iii) except as listed on Schedule A, the Securityholder has no agreementdoes not beneficially own, or optionexercise control or direction over, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder of any additional Shares or other securities of the CompanyI-Minerals or securities convertible or exchangeable into any additional securities of I-Minerals; (d) the Securityholder is, and will continue to be until the Expiry Time, the beneficial owner, and/or have control and direction over, the Subject Securities; (e) the Securityholder has the sole right to sell and vote all or direct the Locked-Up Securities beneficially owned by voting of the Securityholder and all the Locked-Up Securities held by the Securityholder shall, at the time at which Great Panther acquires such Locked-Up Subject Securities, be beneficially owned solely by the Securityholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (ef) no individual, firm or entity Person has any agreement or option, or any right or privilege (whether by lawapplicable Laws, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from of any of the Subject Securities or any interest therein or right thereto; (g) other than as contemplated by this Agreement, none of the Subject Securities (including the Common Shares issuable upon exercise of the Options) are subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of securityholders or give consents or approvals of any kind; (h) neither the entering into of this Agreement nor the performance by the Securityholder of any of the Locked-Up Securities beneficially owned by the Securityholder or any interest therein or right thereto including any right to vote, except Great Panther pursuant to this Agreement; (f) none of the execution and delivery by the Securityholder of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Securityholder with the Securityholder's obligations hereunder under this Agreement will result in constitute a breach of: (i) the constating documents of the Securityholder, if applicable, (ii) any agreement or instrument to which the Securityholder is a party or by which it is bound; (i) no consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Securityholder or any in connection with the execution and delivery of this Agreement and the performance by the Securityholder of the Securityholder's property or assets is bound; (iii) any judgment, decree, order or award of any Governmental Entity; or (iv) any law, statute, ordinance, regulation or rule relevant in the context of the Transaction or obligations under this Agreement; and (gj) there are is no legal proceedings in progress proceeding, claim or investigation pending before any Governmental Entity or, to the knowledge of the Securityholder, threatened against the Securityholder that, individually or its affiliates that would adversely affect in any manner the aggregate, could reasonably be expected to have an adverse effect on the Securityholder's ability of the Securityholder to enter into execute and deliver this Agreement and to perform its the Securityholder's obligations hereunder or the title of the Securityholder to any of the Locked-Up Securities. The representations and warranties of the Securityholder set forth in this Article 5 shall survive the completion of the purchase by Great Panther of the Locked-Up Securities under the Transaction and, despite such completion, shall continue in full force and effect for the benefit of Great Panther for a period of one year thereafter, except for the representation and warranty in clause (d) above, which shall survive indefinitelyhereunder.

Representations and Warranties of the Securityholder. 5.1 The Securityholder represents, hereby represents and warrants and, where applicable, covenants to Great Panther Parent as follows and acknowledges that Great Panther is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement and the purchase by Great Panther of the Locked-Up Securities under the Transactionto itself as follows: (a) The Securityholder is the only record and a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Owned Stock, free and clear of Liens other than as created by this Agreement and Permitted Liens. As of the date hereof, other than the Owned Stock and any other equity securities of the Company that become Covered Stock that the Securityholder acquires record or beneficial ownership after the date hereof that is either permitted pursuant to, or acquired in accordance with, the Merger Agreement, the Securityholder does not own beneficially or of record any equity securities of the Company (or any securities convertible into equity securities of the Company). (b) The Securityholder (i) except as provided in this Agreement, has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to the Securityholder’s Covered Stock, if (ii) has not an individualentered into any voting agreement or voting trust with respect to any of the Securityholder’s Covered Stock that is inconsistent with the Securityholder’s obligations pursuant to this Agreement, (iii) has been not granted a proxy or power of attorney with respect to any of the Securityholder’s Covered Stock that is inconsistent with the Securityholder’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. (c) The Securityholder is duly formed and is organized, validly existing and, to the extent such concept is applicable, in good standing under the laws Laws of the jurisdiction of its jurisdiction of incorporation organization and has all necessary requisite corporate or other power and authority to execute and has taken all corporate or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to perform its obligations hereunder, and where consummate the Securityholder is not a corporation, he or she has the capacity and has received all requisite approvals to execute and deliver this Agreement and to perform his or her obligations hereunder; (b) this transactions contemplated hereby. This Agreement has been duly executed and delivered by the Securityholder and, assuming the due authorization, execution and delivery by Great Panther, constitutes a legal, valid and binding obligation, agreement of the Securityholder enforceable by Great Panther against the Securityholder in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and subject to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Securityholder is either (A) the legal and beneficial owner of record or (B) the beneficial owner exercising control and direction over (but not the holder of record) the number of Shares of the Company listed opposite the Securityholder’s name on Schedule A to this Agreement and is either (Y) the legal and beneficial owner of record or (Z) the beneficial owner exercising control and direction over (but not the holder of record) the number of Options and Warrants of the Company listed opposite the Securityholder's name on Schedule A to this Agreement, (ii) the only Shares, Options, Warrants or other securities of the Company beneficially owned, or over which control or discretion is exercised by the Securityholder, are those listed opposite the Securityholder’s name on Schedule A; and (iii) except as listed on Schedule A, the Securityholder has no agreement, or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder of any additional Shares or other securities of the Company;Enforceability Exceptions. (d) Other than the Securityholder has filings, notices and reports pursuant to, in compliance with or required to be made under the sole right Exchange Act, the CFIUS Declaration(s) and the CFIUS Notice(s), no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to sell and vote all the Locked-Up Securities beneficially owned be obtained by the Securityholder and all the Locked-Up Securities held from, or to be given by the Securityholder shallto, at the time at which Great Panther acquires such Locked-Up Securities, or be beneficially owned solely made by the Securityholder with, any Governmental Authority in connection with good the execution, delivery and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (e) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Securityholder of any of the Locked-Up Securities beneficially owned by the Securityholder or any interest therein or right thereto including any right to vote, except Great Panther pursuant to this Agreement; (f) none of the execution and delivery performance by the Securityholder of this Agreement or Agreement, the completion or performance consummation of the transactions contemplated hereby or (including, for the compliance avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Merger Agreement). (e) The execution, delivery and performance of this Agreement by the Securityholder with do not, and the Securityholder's consummation of the transactions contemplated hereby (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder under this Agreement that relate to the provisions of the Merger Agreement) will not, constitute or result in a breach of: (i) if the constating Securityholder is a legal entity, a breach or violation of, or a default under, the limited liability company agreement, certificate of incorporation or similar governing documents of the Securityholder, if applicable, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any agreement benefit under, the creation, modification or instrument acceleration of any obligations under or the creation of a Lien on the Covered Stock (other than Permitted Liens) pursuant to any contract binding upon the Securityholder or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 4(d), under any applicable Law to which the Securityholder is a party subject or by which the Securityholder or any of the Securityholder's property or assets is bound; (iii) any judgment, decree, order change in the rights or award obligations of any Governmental Entity; party under any contract legally binding upon the Securityholder, except, in the case of clause (ii) or (iviii) directly above, for any lawsuch breach, statuteviolation, ordinancetermination, regulation default, creation, loss, acceleration, Lien or rule relevant change that would not, individually or in the context aggregate, reasonably be expected to prevent or materially delay or impair the Securityholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Transaction or Merger Agreement). (f) As of the date of this Agreement; and (g) , there are is no legal proceedings in progress or action, proceeding or, to the Securityholder’s knowledge, investigation pending before any Governmental Entity against the Securityholder or, to the knowledge of the Securityholder, threatened against the Securityholder that questions the beneficial or record ownership of the Securityholder’s Owned Stock, the validity of this Agreement or the performance by the Securityholder of its affiliates obligations under this Agreement. (g) The Securityholder understands and acknowledges that would adversely affect Parent, Merger Sub and the Company entered into the Merger Agreement in any manner reliance upon Securityholder’s execution and delivery of this Agreement and the ability representations, warranties, covenants and other agreements of the Securityholder contained herein. (h) No broker, finder, investment banker or other Person is entitled to enter into any brokerage fee, finders’ fee or other commission for which Parent, the Company or their respective Affiliates is or will be liable in connection with the transactions contemplated hereby based upon arrangements made by or, to the knowledge of such Securityholder, on behalf of such Securityholder, other than, for the avoidance of doubt, the Company’s engagement of any investment banker, broker, finder or other intermediary as set forth in the Merger Agreement or schedules thereto. (i) Such Securityholder has had the opportunity to read the Merger Agreement and this Agreement and has had the opportunity to perform consult with its obligations hereunder or the title of the Securityholder to any of the Locked-Up Securities. The representations tax and warranties of the Securityholder set forth in this Article 5 shall survive the completion of the purchase by Great Panther of the Locked-Up Securities under the Transaction and, despite such completion, shall continue in full force and effect for the benefit of Great Panther for a period of one year thereafter, except for the representation and warranty in clause (d) above, which shall survive indefinitelylegal advisors.

Representations and Warranties of the Securityholder. 5.1 The Securityholder representshereby represents and warrants to AcquireCo, warrants and, where applicable, covenants to Great Panther as follows and acknowledges that Great Panther is relying upon these representations, warranties and covenants in connection with of the entering into date of this Agreement and on the Arrangement Agreement and the purchase by Great Panther of the Locked-Up Securities under the TransactionEffective Date, that: (a) the SecurityholderSecurityholder is the legal and beneficial owner of, or exercises control or direction over, the Subject Securities; (b) the Subject Securities are held by the Securityholder with good, valid and marketable title thereto, and the transfer of such Subject Securities, including TargetCo Shares issuable on exercise of TargetCo Options and TargetCo Warrants, if not an individualapplicable, to AcquireCo will pass good, valid and marketable title to such securities, free and clear of all claims, liens, charges, encumbrances and security interests. The Subject Securities constitute all of the TargetCo Shares, TargetCo Options, TargetCo Warrants or other securities of TargetCo owned legally or beneficially, either directly or indirectly, by the Securityholder or over which the Securityholder exercises control or direction, either directly or indirectly; (c) the Securityholder has been good and sufficient power, authority and right to enter into this Agreement and to complete the transactions contemplated hereby; (d) the Securityholder is duly formed and is validly existing under the laws of its jurisdiction of incorporation and has all necessary power and authority authorized to execute and deliver this Agreement and to perform its obligations hereunder, and where the Securityholder is not a corporation, he or she has the capacity and has received all requisite approvals to execute and deliver this Agreement and to perform his or her obligations hereunder; (b) this Agreement has been duly executed and delivered by the Securityholder and, assuming the due authorization, execution and delivery of this Agreement by Great PantherAcquireCo, constitutes this Agreement is a legal, valid and binding obligationagreement, enforceable by Great Panther against the Securityholder in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and subject to the extent limitation that enforceability of any waiver of statutory rights may be limited by Applicable Laws, and the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Securityholder is either (A) the legal and beneficial owner of record or (B) the beneficial owner exercising control and direction over (but not the holder of record) the number of Shares of the Company listed opposite the Securityholder’s name on Schedule A to this Agreement and is either (Y) the legal and beneficial owner of record or (Z) the beneficial owner exercising control and direction over (but not the holder of record) the number of Options and Warrants of the Company listed opposite the Securityholder's name on Schedule A to this Agreement, (ii) the only Shares, Options, Warrants or other securities of the Company beneficially owned, or over which control or discretion is exercised by the Securityholder, are those listed opposite the Securityholder’s name on Schedule A; and (iii) except as listed on Schedule A, the Securityholder has no agreement, or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition consummation by the Securityholder of the transactions contemplated hereby will not constitute a violation or breach of or default under, or conflict with, any additional Shares contract, commitment, agreement understanding or other securities arrangement of the Company; (d) any kind to which the Securityholder has the sole right to sell is a party and vote all the Locked-Up Securities beneficially owned by which the Securityholder and all the Locked-Up Securities held by the Securityholder shall, is bound at the time at which Great Panther acquires of such Locked-Up Securities, be beneficially owned solely by the Securityholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoeverconsummation; (e) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Securityholder of has not previously granted or agreed to grant any ongoing proxy in respect of the Locked-Up Subject Securities beneficially owned by or entered into any voting trust, vote pooling or other agreement with respect to the Securityholder or any interest therein or right thereto including any right to vote, except Great Panther pursuant or any agreement to this Agreementcall meetings of TargetCo securityholders or give consents or approvals in any way affecting the Subject Securities; (f) none no consent, waiver, approval, authorization, exemption, registration, license or declaration of or by, or filing with, or notification to any Governmental Entity is required to be made or obtained by the Securityholder in connection with: (i) the execution and delivery by the Securityholder and enforcement against the Securityholder of this Agreement Agreement; or (ii) the completion or performance consummation of any of the transactions contemplated hereby or the compliance by the Securityholder with the Securityholder's obligations hereunder will result in a breach of: (i) the constating documents of the Securityholder, if applicable, (ii) any agreement or instrument to which the Securityholder is a party or by which the Securityholder or any of the Securityholder's property or assets is bound; (iii) any judgment, decree, order or award of any Governmental Entity; or (iv) any law, statute, ordinance, regulation or rule relevant in the context of the Transaction or this Agreementprovided for herein; and (g) there are no legal or quasi-legal proceedings in progress or or, to its knowledge, pending before any Governmental Entity orpublic body, to the knowledge of the Securityholder, court or authority or threatened against the Securityholder or its affiliates that would adversely affect in any manner the ability of the Securityholder to enter into this Agreement and to perform its obligations hereunder or the title of the Securityholder to any of the Locked-Up Securities. The representations Subject Securities and warranties there is no judgment, decree or order against the Securityholder that would adversely affect in any manner the ability of the Securityholder set forth in to enter into this Article 5 shall survive Agreement and to perform its obligations hereunder or the completion title of the purchase by Great Panther Securityholder to any of the Locked-Up Securities under the Transaction and, despite such completion, shall continue in full force and effect for the benefit of Great Panther for a period of one year thereafter, except for the representation and warranty in clause (d) above, which shall survive indefinitelySubject Securities.

Representations and Warranties of the Securityholder. 5.1 The Securityholder represents, hereby represents and warrants and, where applicable, covenants to Great Panther Purchaser as follows and acknowledges that Great Panther Purchaser is relying upon these representations, on such representations and warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement and the purchase by Great Panther of the Locked-Up Securities under the TransactionAgreement: (a1) the Securityholder, if not an individual, has been The Securityholder is a natural person or a legal entity duly formed organized or incorporated and is validly existing and in good standing under the laws of its jurisdiction of incorporation and organization or incorporation. The Securityholder has all necessary power power, authority, capacity and authority right to execute and deliver enter into this Agreement and to perform carry out its obligations hereunder, and where the Securityholder is not a corporation, he or she has the capacity and has received all requisite approvals to execute and deliver under this Agreement and to perform his or her obligations hereunder; (b) this Agreement. This Agreement has been duly executed and delivered by the Securityholder and, assuming the due authorization, execution and delivery by Great PantherPurchaser, constitutes a legal, valid and binding obligation, enforceable by Great Panther Purchaser against the Securityholder in accordance with its terms, subject, however, to limitations imposed by law Laws in connection with bankruptcy, insolvency or similar proceedings and to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are soughtsought (the “Bankruptcy and Equity Exception”); (i2) the Securityholder is either (A) is, and will be immediately prior to the legal and Effective Time, the sole beneficial owner of record of, or (B) the beneficial owner sole person exercising control and or direction over (but not over, the holder of record) the number of Shares of the Company listed opposite the Securityholder’s name on Schedule A to this Agreement and is either (Y) the legal and beneficial owner of record or (Z) the beneficial owner exercising control and direction over (but not the holder of record) the number of Subject Shares, Subject Options and Subject Warrants of set out in the Company listed opposite the Securityholder's name on Schedule A to this AgreementAcceptance attached hereto, (ii) the only Shares, Options, Warrants or other securities of the Company beneficially owned, or over which control or discretion is exercised by the Securityholder, are those listed opposite the Securityholder’s name on Schedule A; and (iii) except as listed on Schedule A, the Securityholder has no agreement, or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder of any additional Shares or other securities of the Company; (d) the Securityholder has the sole right to sell and vote all the Locked-Up Securities beneficially owned by the Securityholder and all the Locked-Up Securities held by the Securityholder shall, at the time at which Great Panther acquires such Locked-Up Securities, be beneficially owned solely by the Securityholder with good valid and marketable title thereto, free and clear of any and all mortgagesclaims, liens, hypothecs, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights security interests other than those arising by operation of others of any nature or kind whatsoever; (e) statute and no individual, firm or entity person has any agreement or agreement, option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Securityholder of any of the Locked-Up Subject Securities beneficially owned by from the Securityholder or any interest therein or right thereto including thereto (3) if the Securityholder is married, and any right of the Subject Securities may constitute community property or spousal approval is otherwise necessary for this Agreement to votebe valid and binding, except Great Panther pursuant this Agreement has been duly executed and delivered by, and constitutes the valid and binding obligation of, the Securityholder’s spouse, enforceable against the Securityholder’s spouse in accordance with its terms, subject to this Agreementthe Bankruptcy and Equity Exception; (f4) none of the execution and delivery by the Securityholder of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Securityholder with the Securityholder's obligations hereunder will result in a breach of: (i) the constating documents only securities of the SecurityholderXS beneficially owned, if applicabledirectly or indirectly, (ii) any agreement or instrument to over which control or direction is exercised by the Securityholder is a party or by which the Securityholder or any of the Securityholder's property or assets is bound; (iii) any judgment, decree, order or award of any Governmental Entity; or (iv) any law, statute, ordinance, regulation or rule relevant are those listed in the context of the Transaction or this Agreement; Acceptance, and (g) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Securityholder, threatened against the Securityholder or its affiliates that would adversely affect in any manner the ability of the Securityholder to enter into this Agreement and to perform its obligations hereunder or the title of the Securityholder to any of the Locked-Up Securities. The representations and warranties of the Securityholder set forth in this Article 5 shall survive the completion of the purchase by Great Panther of the Locked-Up Securities under the Transaction and, despite such completion, shall continue in full force and effect for the benefit of Great Panther for a period of one year thereafter, except for the representation and warranty in clause (d) above, which shall survive indefinitely.

Representations and Warranties of the Securityholder. 5.1 The Securityholder represents, represents and warrants and, where applicable, covenants to Great Panther as follows the Harvest Parties (and acknowledges that Great Panther is the Harvest Parties are relying upon on these representations, representations and warranties in completing the transactions contemplated hereby and covenants in connection with by the entering into of this Agreement and the Arrangement Agreement and the purchase by Great Panther of the Locked-Up Securities under the TransactionBusiness Combination Agreement) that: (a) the The Securityholder, if the Securityholder is not an individuala natural Person, has been duly formed and is a corporation or other entity validly existing under the laws of its the jurisdiction of incorporation and has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunderincorporation, and where formation or organization. (b) The Securityholder, if the Securityholder is not a corporationnatural Person, he or she has the capacity requisite corporate power and has received all requisite approvals authority to execute enter into and deliver perform its obligations under this Agreement and to perform his or her obligations hereunder; (b) this Agreement. This Agreement has been duly executed and delivered by the Securityholder and, assuming the due authorization, execution and delivery by Great Panther, constitutes a legal, valid and binding obligation, agreement of the Securityholder enforceable by Great Panther against the Securityholder in accordance with its terms, subject, however, terms subject only to limitations imposed by law in connection with any limitation under bankruptcy, insolvency or similar proceedings other applicable laws affecting the enforcement of creditors’ rights generally and to the extent discretion that a court may exercise in the award granting of equitable remedies such as specific performance and injunction is within the discretion injunction. (c) The Securityholder exercises control or direction over all of the court from which they are sought; (i) Subject Securities set forth opposite its name in Schedule “A” hereto. At and immediately prior to the Securityholder is either (A) the legal and beneficial owner of record or (B) the beneficial owner exercising control and direction over (but not the holder of record) the number of Shares Effective Time of the Company listed opposite Arrangement and at all times between the Securityholder’s name on Schedule A to this Agreement date hereof and is either (Y) the legal and beneficial owner of record or (Z) the beneficial owner exercising control and direction over (but not the holder of record) the number of Options and Warrants Effective Time of the Company listed opposite the Securityholder's name on Schedule A to this Agreement, (ii) the only Shares, Options, Warrants or other securities of the Company beneficially owned, or over which control or discretion is exercised by the Securityholder, are those listed opposite the Securityholder’s name on Schedule A; and (iii) except as listed on Schedule AArrangement, the Securityholder has no agreementwill control or direct, directly or indirectly, all of the Subject Securities. Other than the Subject Securities, the Securityholder does not beneficially own, or optionexercise control or direction over any additional securities, or right any securities convertible or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder of exchangeable into any additional Shares securities, of Verano or other securities any of the Company;its affiliates. (d) As at the date hereof, the Securityholder has the sole right is, and immediately prior to sell and vote all the Locked-Up Securities beneficially owned by the Securityholder and all the Locked-Up Securities held by the Securityholder shall, at the time at which Great Panther acquires such Locked-Up the Subject Securities are exchanged under the Arrangement, the Securityholder will be, the sole beneficial owner of the Subject Securities, be beneficially owned solely by the Securityholder with good and marketable title thereto, free and clear of any all liens and all mortgagesother encumbrances, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever;except as set forth in the Operating Agreement. (e) no individualThe Securityholder has the sole right to sell and vote or direct the sale and voting of the Subject Securities, firm or entity to the extent such Subject Securities carry a right to vote, except as set forth in the Operating Agreement. (f) No Person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Securityholder of any of the Locked-Up Subject Securities beneficially owned by the Securityholder or any interest therein or right thereto including thereto, except ParentCo pursuant to the Business Combination Agreement. (g) No material consent, approval, order or authorization of, or declaration or filing with, any Person is required to be obtained by the Securityholder in connection with the execution and delivery of this Agreement by the Securityholder and the performance by it of its obligations under this Agreement, other than those that are contemplated by the Business Combination Agreement and as set forth in the Operating Agreement. (h) None of the Subject Securities is subject to any proxy, voting trust, vote pooling or other agreement with respect to the right to vote, call meetings of any of Verano’s securityholders or give consents or approvals of any kind, except Great Panther pursuant to this Agreement and as set forth in the Operating Agreement;, or as will be contemplated by the Business Combination Agreement. (fi) none None of the execution and delivery by the Securityholder of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Securityholder with the Securityholder's its obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a breach default under, or create a state of facts which after notice or lapse of time or both would constitute a default under, any term or provision of: (i) the any constating documents of the Securityholder, Securityholder (if applicable, the Securityholder is not a natural Person); (ii) any agreement or instrument contract to which the Securityholder is a party or by which the Securityholder or any of the Securityholder's property or assets is bound; (iii) any judgment, decree, order or award of any Governmental Entity; or (iv) any applicable law, statute, ordinance, regulation or rule relevant in the context of the Transaction or this Agreement; and (g) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Securityholder, threatened against the Securityholder or its affiliates that would adversely affect in any manner the ability of the Securityholder to enter into this Agreement and to perform its obligations hereunder or the title of the Securityholder to any of the Locked-Up Securities. The representations and warranties of the Securityholder set forth in this Article 5 shall survive the completion of the purchase by Great Panther of the Locked-Up Securities under the Transaction and, despite such completion, shall continue in full force and effect for the benefit of Great Panther for a period of one year thereafter, except for the representation and warranty in clause (d) above, which shall survive indefinitely.

Representations and Warranties of the Securityholder. 5.1 The Securityholder represents, hereby represents and warrants and, where applicable, covenants to Great Panther Altimar as follows and acknowledges that Great Panther is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement and the purchase by Great Panther of the Locked-Up Securities under the Transactionto itself as follows: (a) The Securityholder is the only record and a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Owned Units, free and clear of Liens other than as created by this Agreement and Permitted Liens. As of the date hereof, other than the Owned Units and any other equity securities of the Company that become Covered Units that the Securityholder acquires record or beneficial ownership after the date hereof that is either permitted pursuant to, or acquired in accordance with, the Business Combination Agreement, the Securityholder does not own beneficially or of record any equity securities of the Company (or any securities convertible into equity securities of the Company). (b) The Securityholder (i) except as provided in this Agreement, has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to the Securityholder’s Covered Units, if (ii) has not an individualentered into any voting agreement or voting trust with respect to any of the Securityholder’s Covered Units that is inconsistent with the Securityholder’s obligations pursuant to this Agreement other than the Fathom LLCA, (iii) has been not granted a proxy or power of attorney with respect to any of the Securityholder’s Covered Units that is inconsistent with the Securityholder’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. (c) The Securityholder is duly formed and is organized, validly existing and, to the extent such concept is applicable, in good standing under the laws Laws of the jurisdiction of its jurisdiction of incorporation organization and has all necessary requisite corporate or other power and authority to execute and has taken all corporate or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to perform its obligations hereunder, and where consummate the Securityholder is not a corporation, he or she has the capacity and has received all requisite approvals to execute and deliver this Agreement and to perform his or her obligations hereunder; (b) this transactions contemplated hereby. This Agreement has been duly executed and delivered by the Securityholder and, assuming the due authorization, execution and delivery by Great Panther, constitutes a legal, valid and binding obligation, agreement of the Securityholder enforceable by Great Panther against the Securityholder in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and subject to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Securityholder is either (A) the legal and beneficial owner of record or (B) the beneficial owner exercising control and direction over (but not the holder of record) the number of Shares of the Company listed opposite the Securityholder’s name on Schedule A to this Agreement and is either (Y) the legal and beneficial owner of record or (Z) the beneficial owner exercising control and direction over (but not the holder of record) the number of Options and Warrants of the Company listed opposite the Securityholder's name on Schedule A to this Agreement, (ii) the only Shares, Options, Warrants or other securities of the Company beneficially owned, or over which control or discretion is exercised by the Securityholder, are those listed opposite the Securityholder’s name on Schedule A; and (iii) except as listed on Schedule A, the Securityholder has no agreement, or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder of any additional Shares or other securities of the Company;Enforceability Exceptions. (d) Other than the Securityholder has filings, notices and reports pursuant to, in compliance with or required to be made under the sole right Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to sell and vote all the Locked-Up Securities beneficially owned be obtained by the Securityholder and all the Locked-Up Securities held from, or to be given by the Securityholder shallto, at the time at which Great Panther acquires such Locked-Up Securities, or be beneficially owned solely made by the Securityholder with, any Governmental Authority in connection with good the execution, delivery and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (e) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Securityholder of any of the Locked-Up Securities beneficially owned by the Securityholder or any interest therein or right thereto including any right to vote, except Great Panther pursuant to this Agreement; (f) none of the execution and delivery performance by the Securityholder of this Agreement or Agreement, the completion or performance consummation of the transactions contemplated hereby or (including, for the compliance avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Business Combination Agreement). (e) The execution, delivery and performance of this Agreement by the Securityholder with do not, and the Securityholder's consummation of the transactions contemplated hereby (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder under this Agreement that relate to the provisions of the Business Combination Agreement) will not, constitute or result in a breach of: (i) if the constating Securityholder is a legal entity, a breach or violation of, or a default under, the limited liability company agreement or similar governing documents of the Securityholder, if applicable, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any agreement benefit under, the creation, modification or instrument acceleration of any obligations under or the creation of a Lien on the Covered Units (other than Permitted Liens) pursuant to any contract binding upon the Securityholder or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 4(d), under any applicable Law to which the Securityholder is a party subject or by which the Securityholder or any of the Securityholder's property or assets is bound; (iii) any judgment, decree, order change in the rights or award obligations of any Governmental Entity; party under any contract legally binding upon the Securityholder, except, in the case of clause (ii) or (iviii) directly above, for any lawsuch breach, statuteviolation, ordinancetermination, regulation default, creation, loss, acceleration, Lien or rule relevant change that would not, individually or in the context aggregate, reasonably be expected to prevent or materially delay or impair the Securityholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby (including, for the avoidance of doubt, those covenants, agreements and obligations under this Agreement that relate to the provisions of the Transaction or Business Combination Agreement). (f) As of the date of this Agreement; and (g) , there are is no legal proceedings in progress or action, proceeding or, to the Securityholder’s knowledge, investigation pending before any Governmental Entity against the Securityholder or, to the knowledge of the Securityholder, threatened against the Securityholder that questions the beneficial or record ownership of the Securityholder’s Owned Units, the validity of this Agreement or the performance by the Securityholder of its affiliates obligations under this Agreement. (g) The Securityholder understands and acknowledges that would adversely affect the Altimar and Merger Sub entered into the Business Combination Agreement in any manner reliance upon Securityholder’s execution and delivery of this Agreement and the ability representations, warranties, covenants and other agreements of the Securityholder to enter into this Agreement and to perform its obligations hereunder or the title of the Securityholder to any of the Locked-Up Securities. The representations and warranties of the Securityholder set forth in this Article 5 shall survive the completion of the purchase by Great Panther of the Locked-Up Securities under the Transaction and, despite such completion, shall continue in full force and effect for the benefit of Great Panther for a period of one year thereafter, except for the representation and warranty in clause (d) above, which shall survive indefinitelycontained herein.

Representations and Warranties of the Securityholder. 5.1 The Securityholder represents, hereby represents and warrants and, where applicable, covenants to Great Panther Alamos as follows and acknowledges that Great Panther Alamos is relying upon these representations, on such representations and warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement and the purchase by Great Panther of the Locked-Up Securities under the Proposed Transaction: (a) the SecurityholderSecurityholder is the sole beneficial owner of the Shares, if not Options, PSUs, RSUs and DSUs, with valid and marketable title thereto, free and clear of all claims, liens, charges, encumbrances and security interests other than those arising by operation of statute and no person has any agreement, option, or any right or privilege capable of becoming an individualagreement or option, has been duly formed for the purchase, acquisition or transfer of the Shares, Options, PSUs, RSUs and is validly existing under the laws of its jurisdiction of incorporation and has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunderDSUs, and where from the Securityholder is not a corporationor any interest therein or right thereto, he or she has the capacity and has received all requisite approvals to execute and deliver this Agreement and to perform his or her obligations hereunder; (b) this Agreement has been duly executed and delivered by the Securityholder and, assuming the due authorization, execution and delivery by Great Panther, constitutes a legal, valid and binding obligation, enforceable by Great Panther against the Securityholder in accordance with its terms, subject, however, to limitations imposed by law in connection with bankruptcy, insolvency or similar proceedings and except pursuant to the extent that the award of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are soughtProposed Transaction; (i) the Securityholder is either (A) the legal and beneficial owner of record or (B) the beneficial owner exercising control and direction over (but not the holder of record) the number of Shares of the Company listed opposite the Securityholder’s name on Schedule A to this Agreement and is either (Y) the legal and beneficial owner of record or (Z) the beneficial owner exercising control and direction over (but not the holder of record) the number of Options and Warrants of the Company listed opposite the Securityholder's name on Schedule A to this Agreement, (ii) the only Shares, Options, Warrants or other securities of the Company AuRico beneficially owned, directly or indirectly, or over which control or discretion direction is exercised by the Securityholder, Securityholder are those listed opposite on the Securityholder’s name on Schedule A; Acceptance, and (iiiii) except as listed on Schedule A, the Securityholder has no other agreement, options, warrants or optionsecurities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, securities of AuRico or any rights or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder or transfer to the Securityholder of additional securities of AuRico or any interest therein; (c) the Securityholder has the sole right to dispose of or transfer (or cause to be disposed of or transferred) all of its Shares, Options, PSUs, RSUs and DSUs (subject to the express terms of the AuRico 2013 LTIP and of any additional Shares document evidencing the Award (as defined in the AuRico 2013 LTIP)) now held, and will have the right to dispose of or other securities transfer (or cause to be disposed of or transferred) all Shares, Options, PSUs, RSUs and DSUs (subject to the express terms of the CompanyAuRico 2013 LTIP and of any document evidencing the Award (as defined in the AuRico 2013 LTIP)) hereafter acquired by it; (d) the Securityholder has the sole right to sell vote (or cause to be voted) all of its Subject Securities now held and will have the sole right to vote (or cause to be voted) all the Locked-Up Subject Securities beneficially owned hereafter acquired by the Securityholder and all the Locked-Up Securities held by the Securityholder shall, at the time at which Great Panther acquires such Locked-Up Securities, be beneficially owned solely by the Securityholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoeverit; (e) no individualthis Agreement has been duly executed and delivered and is a valid and binding agreement, firm or entity has any agreement or optionenforceable against the Securityholder in accordance with its terms, or any right or privilege (whether and the performance by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Securityholder of its obligations hereunder will not constitute a violation or breach of or default under, or conflict with any contract, commitment, agreement, understanding or arrangement of the Locked-Up Securities beneficially owned by any kind to which the Securityholder or any interest therein or right thereto including any right to vote, except Great Panther pursuant to this Agreement;will be a party and by which the Securityholder will be bound at the time of such consummation; and (f) none the Securityholder has received the substantially final draft of the execution Arrangement Agreement dated April , 2015, and delivery by has read and fully understands such draft of the Arrangement Agreement and the transactions contemplated thereby. The Securityholder acknowledges and agrees that the Securityholder has had the opportunity to seek independent legal advice with respect to this Agreement, the Arrangement Agreement and the transactions contemplated hereby and thereby, and that any failure on the Securityholder’s part to seek independent legal advice shall not affect (and the Securityholder shall not assert that it affects) the validity, enforceability or effect of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Securityholder with the Securityholder's obligations hereunder will result in a breach of: (i) the constating documents of the Securityholder, if applicable, (ii) any agreement or instrument to which the Securityholder is a party or by which the Securityholder or any of the Securityholder's property or assets is bound; (iii) any judgment, decree, order or award of any Governmental Entity; or (iv) any law, statute, ordinance, regulation or rule relevant in the context of the Transaction or this Arrangement Agreement; and (g) there are no legal proceedings in progress or pending before any Governmental Entity or, to the knowledge of the Securityholder, threatened against the Securityholder or its affiliates that would adversely affect in any manner the ability of the Securityholder to enter into this Agreement and to perform its obligations hereunder or the title of the Securityholder to any of the Locked-Up Securities. The representations and warranties of the Securityholder set forth in this Article 5 shall survive the completion of the purchase by Great Panther of the Locked-Up Securities under the Transaction and, despite such completion, shall continue in full force and effect for the benefit of Great Panther for a period of one year thereafter, except for the representation and warranty in clause (d) above, which shall survive indefinitely.

Representations and Warranties of the Securityholder. 5.1 The Securityholder represents, hereby represents and warrants and, where applicable, covenants to Great Panther Buyer as follows and acknowledges that Great Panther is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement and the purchase by Great Panther of the Locked-Up Securities under the Transactionfollows: (a) The Securityholder, if not an individual, is a corporation, limited liability company or other applicable business entity duly organized, incorporated or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Legal Requirements of its jurisdiction of formation or organization (as applicable). The Securityholder, if an individual, has the legal capacity to enter into and perform his or her obligations under this Agreement. (b) Securityholder is the sole Owner of the Company Securities indicated on the Securityholder’s signature page hereto, which are free and clear of any liens, adverse claims, charges or other Encumbrances (except as such Encumbrances arising under securities laws or for such liens, adverse claims, charges or other encumbrances as would not prohibit Securityholder’s compliance with its obligations pursuant to this Agreement or for such Company Securities held in prime brokerage accounts or any Encumbrances created under any Company Plans or related agreement), such Encumbrances being the “Permitted Encumbrances”). Securityholder does not beneficially own any securities of the Company other than the Company Securities indicated on Securityholder’s signature page hereto. Securityholder has full power and authority to make, enter into and carry out the terms and conditions under this Agreement. The execution and delivery of this Agreement by Securityholder do not, and Securityholder’s performance of its obligations under this Agreement will not: (i) conflict with or violate or require the consent, approval or notice under any Legal Requirement, order, decree or judgment applicable to Securityholder or to the Company Securities; or (ii) result in any breach of or constitute a default (with notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on, any of the Company Securities pursuant to any agreement to which Securityholder is a party or by which Securityholder is bound or affected, except in each case as would not prohibit Securityholder’s compliance with its obligations pursuant to this Agreement. (c) The Securityholder, if not an individual, has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has all necessary requisite corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder, and where the Securityholder is not a corporation, he or she has the capacity and has received all requisite approvals to execute and deliver this Agreement hereunder and to perform his or her obligations hereunder; (b) consummate the transactions contemplated by this Agreement. This Agreement has been duly authorized by all necessary corporate action on the part of the Securityholder. This Agreement has been executed and delivered by the Securityholder Securityholder, and, assuming the due authorization, execution and delivery by Great PantherB▇▇▇▇, constitutes a legal, valid and binding obligation, enforceable by Great Panther against obligation of the Securityholder enforceable in accordance with its terms, subject, however, subject to limitations imposed by law in connection with the effects of bankruptcy, insolvency insolvency, fraudulent conveyance, reorganization, moratorium and other similar Legal Requirements relating to or similar proceedings affecting creditors’ rights generally and to general equitable principles (whether considered in a proceeding in equity or at law). (d) Except as contemplated by the extent that Arrangement Agreement or the award of equitable remedies such as specific performance and injunction is within the discretion Governing Documents of the court from which they are sought; (i) the Securityholder is either (A) the legal and beneficial owner of record or (B) the beneficial owner exercising control and direction over (but not the holder of record) the number of Shares of the Company listed opposite the Securityholder’s name on Schedule A to this Agreement and is either (Y) the legal and beneficial owner of record or (Z) the beneficial owner exercising control and direction over (but not the holder of record) the number of Options and Warrants of the Company listed opposite the Securityholder's name on Schedule A to this AgreementCompany, (ii) the only Shares, Options, Warrants or other securities of the Company beneficially owned, or over which control or discretion is exercised by the Securityholder, are those listed opposite the Securityholder’s name on Schedule A; and (iii) except as listed on Schedule A, the Securityholder no Person has no agreement, or option, or any contractual right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder of any additional Shares or other securities of the Company; (d) the Securityholder has the sole right to sell and vote all the Locked-Up Securities beneficially owned by the Securityholder and all the Locked-Up Securities held by the Securityholder shall, at the time at which Great Panther acquires such Locked-Up Securities, be beneficially owned solely by the Securityholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (e) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Securityholder of any of the Locked-Up Company Securities beneficially owned by or for the Securityholder or any interest therein or right thereto including any right to vote, except Great Panther pursuant to this Agreement; (f) none of the execution and delivery by the Securityholder of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Securityholder with the Securityholder's obligations hereunder will result in a breach of: (i) the constating documents of the Securityholder, if applicable, (ii) any agreement or instrument to which the Securityholder is a party or by which the Securityholder or vote any of the Securityholder's property or assets is bound; (iii) any judgment, decree, order or award of any Governmental Entity; or (iv) any law, statute, ordinance, regulation or rule relevant in the context of the Transaction or this Agreement; andCompany Securities. (ge) there are There is no legal proceedings in progress action, proceeding or investigation pending before any Governmental Entity or, to the knowledge of the Securityholder’s knowledge, threatened against the Securityholder that questions the validity of this Agreement or its affiliates that would adversely affect in any manner the ability of action taken or to be taken by the Securityholder to enter into in connection with this Agreement and to perform its obligations hereunder or the title of the Securityholder to any of the Locked-Up Securities. The representations and warranties of the Securityholder set forth in this Article 5 shall survive the completion of the purchase by Great Panther of the Locked-Up Securities under the Transaction and, despite such completion, shall continue in full force and effect for the benefit of Great Panther for a period of one year thereafter, except for the representation and warranty in clause (d) above, which shall survive indefinitelyAgreement.

Representations and Warranties of the Securityholder. 5.1 The Securityholder represents, hereby represents and warrants and, where applicable, covenants to Great Panther the Company as follows and acknowledges that Great Panther is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement and the Arrangement Agreement and the purchase by Great Panther of the Locked-Up Securities under the Transactionfollows: (a) The Securityholder, if not an individual, is a corporation, limited liability company or other applicable business entity duly organized, incorporated or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Legal Requirements of its jurisdiction of formation or organization (as applicable). The Securityholder, if an individual, has the legal capacity to enter into and perform his or her obligations under this Agreement. (b) Securityholder is the sole Owner of the Buyer Securities indicated on the Securityholder’s signature page hereto, which are free and clear of any liens, adverse claims, charges or other Encumbrances (except as such Encumbrances arising under securities laws or for such liens, adverse claims, charges or other encumbrances as would not prohibit Securityholder’s compliance with its obligations pursuant to this Agreement or for such Buyer Securities held in prime brokerage accounts or any Encumbrances created under any Company Plans or related agreement), such Encumbrances being the “Permitted Encumbrances”). Securityholder does not beneficially own any securities of Buyer other than the Buyer Securities indicated on Securityholder’s signature page hereto. Securityholder has full power and authority to make, enter into and carry out the terms and conditions under this Agreement. The execution and delivery of this Agreement by Securityholder do not, and Securityholder’s performance of its obligations under this Agreement will not: (i) conflict with or violate or require the consent, approval or notice under any Legal Requirement, order, decree or judgment applicable to Securityholder or to the Buyer Securities; or (ii) result in any breach of or constitute a default (with notice or lapse of time, or both) under, or give to others any rights of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on, any of the Buyer Securities pursuant to any agreement to which Securityholder is a party or by which Securityholder is bound or affected, except in each case as would not prohibit Securityholder’s compliance with its obligations pursuant to this Agreement. (c) The Securityholder, if not an individual, has been duly formed and is validly existing under the laws of its jurisdiction of incorporation and has all necessary requisite corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder, and where the Securityholder is not a corporation, he or she has the capacity and has received all requisite approvals to execute and deliver this Agreement hereunder and to perform his or her obligations hereunder; (b) consummate the transactions contemplated by this Agreement. This Agreement has been duly authorized by all necessary corporate action on the part of the Securityholder. This Agreement has been executed and delivered by the Securityholder Securityholder, and, assuming the due authorization, execution and delivery by Great Pantherthe Company, constitutes a legal, valid and binding obligation, enforceable by Great Panther against obligation of the Securityholder enforceable in accordance with its terms, subject, however, subject to limitations imposed by law in connection with the effects of bankruptcy, insolvency insolvency, fraudulent conveyance, reorganization, moratorium and other similar Legal Requirements relating to or similar proceedings affecting creditors’ rights generally and to the extent that the award of general equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought;principles (whether considered in a proceeding in equity or at law). (id) the Securityholder is either (A) the legal and beneficial owner of record or (B) the beneficial owner exercising control and direction over (but not the holder of record) the number of Shares of the Company listed opposite the Securityholder’s name on Schedule A to this Agreement and is either (Y) the legal and beneficial owner of record or (Z) the beneficial owner exercising control and direction over (but not the holder of record) the number of Options and Warrants of the Company listed opposite the Securityholder's name on Schedule A to this Agreement, (ii) the only Shares, Options, Warrants or other securities of the Company beneficially owned, or over which control or discretion is exercised Except as contemplated by the SecurityholderGoverning Documents of Buyer, are those listed opposite the Securityholder’s name on Schedule A; and (iii) except as listed on Schedule A, the Securityholder no Person has no agreement, or option, or any contractual right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder of any additional Shares or other securities of the Company; (d) the Securityholder has the sole right to sell and vote all the Locked-Up Securities beneficially owned by the Securityholder and all the Locked-Up Securities held by the Securityholder shall, at the time at which Great Panther acquires such Locked-Up Securities, be beneficially owned solely by the Securityholder with good and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (e) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Securityholder of any of the Locked-Up Buyer Securities beneficially owned by or for the Securityholder or any interest therein or right thereto including any right to vote, except Great Panther pursuant to this Agreement; (f) none of the execution and delivery by the Securityholder of this Agreement or the completion or performance of the transactions contemplated hereby or the compliance by the Securityholder with the Securityholder's obligations hereunder will result in a breach of: (i) the constating documents of the Securityholder, if applicable, (ii) any agreement or instrument to which the Securityholder is a party or by which the Securityholder or vote any of the Securityholder's property or assets is bound; (iii) any judgment, decree, order or award of any Governmental Entity; or (iv) any law, statute, ordinance, regulation or rule relevant in the context of the Transaction or this Agreement; andBuyer Securities. (ge) there are There is no legal proceedings in progress action, proceeding or investigation pending before any Governmental Entity or, to the knowledge of the Securityholder’s knowledge, threatened against the Securityholder that questions the validity of this Agreement or its affiliates that would adversely affect in any manner the ability of action taken or to be taken by the Securityholder to enter into in connection with this Agreement and to perform its obligations hereunder or the title of the Securityholder to any of the Locked-Up Securities. The representations and warranties of the Securityholder set forth in this Article 5 shall survive the completion of the purchase by Great Panther of the Locked-Up Securities under the Transaction and, despite such completion, shall continue in full force and effect for the benefit of Great Panther for a period of one year thereafter, except for the representation and warranty in clause (d) above, which shall survive indefinitelyAgreement.

Representations and Warranties of the Securityholder. 5.1 The Securityholder representshereby represents and warrants as of the date hereof to the Parent, warrants and, where applicable, covenants to Great Panther as follows and acknowledges that Great Panther is relying upon these representations, warranties and covenants in connection with the entering into of this Agreement Spinco and the Arrangement Agreement and the purchase by Great Panther of the Locked-Up Securities under the TransactionCompany as follows: (a) The Securityholder is the beneficial owner of, and has good, valid and marketable title to or has a valid proxy to vote the Securityholder’s Covered Securities, if free and clear of any Liens (other than as created by this Agreement or the organizational documents of the Company (including, for the purposes hereof, any agreements between or among securityholders of the Company)). Other than the Owned Securities set forth opposite such Securityholder’s name on Schedule 1, the Securityholder does not an individuallegally own or beneficially hold any Company Securities or any interest therein. (b) The Securityholder, except as provided in this Agreement or the Company’s Governing Documents, (i) has been duly formed full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein whether by ownership or by proxy, in each case, with respect to such Securityholder’s Covered Securities, (ii) has not entered into any shareholders’ agreement, voting agreement, voting trust, pooling agreement or similar agreement, understanding or arrangement, or any right or privilege (by Law or contract) capable of becoming any of the foregoing, in each case, and has no knowledge and is validly existing under not aware of any such foregoing agreement or arrangement in effect with respect to any of the laws Securityholder’s Covered Securities that are inconsistent with, or would interfere with, or prohibit or prevent the Securityholder from satisfying its obligations pursuant to, this Agreement, other than the Company Shareholders Agreement (iii) has not granted a proxy or power of its jurisdiction attorney with respect to any of incorporation the Securityholder’s Covered Securities that is inconsistent with the Securityholder’s obligations pursuant to this Agreement, and has no knowledge and is not aware of any such proxy or power of attorney in effect, and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement, and has no knowledge and is not aware of any such agreement or undertaking. (c) The Securityholder affirms that (i) if the Securityholder is a natural person, he or she has all necessary the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement and to perform its obligations hereunderAgreement, and where the Securityholder is not a corporation, he or she has the capacity and has received all requisite approvals to execute and deliver this Agreement and to perform his or her obligations hereunder; hereunder and to consummate the transaction contemplated hereby, and (bii) if the Securityholder is not a natural person, (A) is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization, and (B) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Securityholder and, assuming subject to the due authorization, execution and delivery of this Agreement by Great Panthereach other Party, constitutes a legal, legally valid and binding obligation, agreement of the Securityholder enforceable by Great Panther against the Securityholder in accordance with its terms, subject, however, to limitations imposed the terms hereof (except as enforceability may be limited by law in connection with bankruptcy, insolvency bankruptcy Laws or other similar proceedings Laws affecting creditors’ rights and to general principles of equity affecting the extent that the award availability of equitable remedies such as specific performance and injunction is within the discretion of the court from which they are sought; (i) the Securityholder is either (A) the legal and beneficial owner of record or (B) the beneficial owner exercising control and direction over (but not the holder of record) the number of Shares of the Company listed opposite the Securityholder’s name on Schedule A to this Agreement and is either (Y) the legal and beneficial owner of record or (Z) the beneficial owner exercising control and direction over (but not the holder of record) the number of Options and Warrants of the Company listed opposite the Securityholder's name on Schedule A to this Agreement, (ii) the only Shares, Options, Warrants or other securities of the Company beneficially owned, or over which control or discretion is exercised by the Securityholder, are those listed opposite the Securityholder’s name on Schedule A; and (iii) except as listed on Schedule A, the Securityholder has no agreement, or option, or right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase or acquisition by the Securityholder of any additional Shares or other securities of the Company;equitable remedies). (d) Other than the Securityholder has the sole right filings, notices and reports pursuant to, in compliance with or required to sell and vote all the Locked-Up Securities beneficially owned be made under applicable Law, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by the Securityholder and all the Locked-Up Securities held from, or to be given by the Securityholder shallto, at the time at which Great Panther acquires such Locked-Up Securities, or be beneficially owned solely made by the Securityholder with, any Governmental Authority in connection with good the execution, delivery and marketable title thereto, free and clear of any and all mortgages, liens, charges, restrictions, security interests, adverse claims, pledges, encumbrances and demands or rights of others of any nature or kind whatsoever; (e) no individual, firm or entity has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer from the Securityholder of any of the Locked-Up Securities beneficially owned by the Securityholder or any interest therein or right thereto including any right to vote, except Great Panther pursuant to this Agreement; (f) none of the execution and delivery performance by the Securityholder of this Agreement or Agreement, the completion or performance consummation of the transactions contemplated hereby hereby, the Plan of Arrangement or the compliance other transactions contemplated by the Business Combination Agreement. (e) The execution, delivery and performance of this Agreement by the Securityholder with does not, and the Securityholder's obligations hereunder consummation of the transactions contemplated hereby, the Plan of Arrangement or the other transactions contemplated by the Business Combination Agreement will not, constitute or result in a breach of: (i) a breach or violation of, or a default under, the constating documents of the Securityholder, Securityholder (if applicablethe Securityholder is not a natural person), (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any agreement benefit under, the creation, modification or instrument acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of the Securityholder pursuant to any Contract binding upon the Securityholder or, assuming (solely with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section 5(d), under any applicable Law to which the Securityholder is a party subject, or by which the Securityholder or any of the Securityholder's property or assets is bound; (iii) any judgment, decree, order change in the rights or award obligations of any Governmental Entity; party under any Contract legally binding upon the Securityholder, except, in the case of clause (ii) or (iviii) directly above, for any lawsuch breach, statuteviolation, ordinancetermination, regulation default, creation, acceleration or rule relevant change that would not, individually or in the context aggregate, reasonably be expected to prevent or materially delay or impair the Securityholder’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby, the consummation of the Transaction Plan of Arrangement or this the other transactions contemplated by the Business Combination Agreement; and. (gf) there are There is no legal proceedings in progress action, proceeding or investigation pending before any Governmental Entity against the Securityholder or, to the knowledge of the Securityholder, threatened against the Securityholder that, (i) in any manner, questions the beneficial or its affiliates record ownership of the Securityholder’s Covered Securities or the validity of this Agreement, or (ii) before (or, in the case of threatened Actions, that would adversely affect in be before) any manner arbitrator or any Governmental Authority, which challenges or seeks to prevent, enjoin or materially delay the ability of performance by the Securityholder of its obligations under this Agreement. (g) The Securityholder has received a copy of and reviewed the Business Combination Agreement and has had the opportunity to consult with the Securityholder’s tax and legal advisors. The Securityholder is a sophisticated Securityholder and has adequate information concerning the business and financial condition of Spinco and the Company to make an informed decision regarding this Agreement and the other transactions contemplated by the Business Combination Agreement and has independently and based on such information as such Securityholder has deemed appropriate, made its own analysis and decision to enter into this Agreement and to perform its obligations hereunder or the title of the Securityholder to any of the Locked-Up SecuritiesAgreement. The representations Securityholder acknowledges that (i) the Parent, Spinco and warranties the Company have not made and do not make any representation or warranty, whether express or implied, of the Securityholder any kind or character except as expressly set forth in this Article 5 shall survive Agreement and (ii) the completion agreements contained herein with respect to the Covered Securities held by the Securityholder are irrevocable. (h) The Securityholder understands and acknowledges that the Parent and Spinco are entering into the Business Combination Agreement in reliance upon the Securityholder’s execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of the purchase by Great Panther Securityholder contained herein. (i) No investment banker, broker, finder or other intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which the Securityholder or the Company is or could be liable in connection with the Business Combination Agreement or this Agreement or any of the Locked-Up Securities under respective transactions contemplated hereby or thereby, in each case based upon arrangements made by the Transaction andSecurityholder in his, despite such completionher or its capacity as a Securityholder or, shall continue to the knowledge of the Securityholder, on behalf of the Securityholder in full force and effect for his, her or its capacity as a Securityholder of the benefit of Great Panther for a period of one year thereafter, except for the representation and warranty in clause (d) above, which shall survive indefinitelyCompany.