Voting Support Agreement, dated April 22, 2015, between NovaCopper Inc. and Electrum Strategic Acquisitions LLC

Definitions

Singular; Plural, etc.

Headings, etc.

Date for any Action

Governing Law

Incorporation of Schedules

Representations and Warranties of the Securityholder

if an individual, the Securityholder has the legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated by this Agreement; if a Person other than an individual, the Securityholder is validly existing under the laws of its governing jurisdiction, has all necessary power and authority to enter into this Agreement and has taken all steps necessary to authorize the execution of this Agreement and the performance of its obligations under this Agreement. This Agreement has been duly executed and delivered by the Securityholder and constitutes a legal, valid and binding obligation of the Securityholder, enforceable against the Securityholder in accordance with its terms;

the securities set forth in Schedule A represent all the Subject Securities beneficially owned, directly or indirectly, or controlled or directed, by the Securityholder as of the date hereof. Other than the securities set forth in Schedule A, neither the Securityholder nor any of his, her or its affiliates beneficially owns, directly or indirectly, or exercises control or direction over, or has any 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 or any of his, her or its affiliates or transfer to the Securityholder or any of his, her or its affiliates of any additional securities of Sunward or any of its affiliates;

the Securityholder is, and will continue to be from the date hereof (or in the case of any Subject Securities acquired after the date hereof, from the date of each such acquisition) through to the Expiry Time, the sole beneficial owner of the Subject Securities, with good and marketable title thereto, free and clear of all Liens (other than (i) any restrictions on transfer imposed by applicable Securities Laws and (ii) as provided under this Agreement);

the Securityholder has the sole right to dispose of and vote (to the extent permitted by the attributes of such Subject Securities or pursuant to applicable Laws, regulation or policy), or direct the disposal and voting of, the Subject Securities;

no Person has any agreement or option, or any right or privilege (whether by Laws, pre- emptive or contractual) capable of becoming an agreement or option, providing for the purchase, acquisition or transfer of any of the Subject Securities or any interest therein or right thereto, except the Purchaser pursuant to the Arrangement Agreement;

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 Sunward’s securityholders or give consents or approvals of any kind other than approvals which have been obtained;

none of the execution and delivery by the Securityholder of this Agreement or the completion of the transactions contemplated hereby or the compliance by the Securityholder with the Securityholder’s obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a 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) if the Securityholder is not an individual, any constating or governing documents or resolutions of the Securityholder; (ii) any Contract to which the Securityholder is a party or by which the Securityholder or any of the property or assets of the Securityholder are bound; (iii) any judgment, decree, order or award of any Governmental Entity; or (iv) any applicable Laws;

no consent, waiver, approval, authorization, order, exemption, registration, license or declaration of or by, or filing with, or notification to any Governmental Entity or other third party which has not been made or obtained is required to be made or obtained by the Securityholder or any of his, her or its affiliates in connection with the execution and delivery by the Securityholder and enforcement against the Securityholder of this Agreement or the consummation of any transactions provided for herein (provided that the Securityholder makes no representations or warranties with respect to the consents, waivers, approvals, authorizations or declarations of or by, or filings with, or notices to any Governmental Entities or other third parties on the part of Sunward or the Purchaser necessary for the consummation of the transactions contemplated by the Arrangement Agreement);

there is no private or governmental action, suit, claim, arbitration or other proceeding in progress or, to the knowledge of the Securityholder, pending before any Governmental Entity, or, to the knowledge of the Securityholder, threatened against the Securityholder or any of his, her or its affiliates or, if applicable, to the knowledge of the Securityholder any of their respective directors or officers (in their capacities as such) that, individually or in the aggregate, could adversely affect the Securityholder’s ability to enter into this Agreement or perform his, her or its obligations hereunder or the title of the Securityholder to any of the Subject Securities. There is no judgment, decree or order against the Securityholder or any of his, her or its affiliates or, if applicable, any of their directors or officers (in their capacities as such) that would reasonably be expected to prevent, enjoin, alter, delay or adversely affect the ability of the Securityholder to enter into this Agreement, to perform his, her or its obligations under this Agreement or the title of the Securityholder to any of the Subject Securities;

the Securityholder is a sophisticated investor with respect to the Subject Securities and has independently and without reliance upon the Purchaser and based on such information as the Securityholder has deemed appropriate, made his, her or its own analysis and decision to enter into this Agreement. The Securityholder has received a copy of the Arrangement Agreement and has had an opportunity to review the Arrangement Agreement with his, her or its legal counsel. As of the date hereof, the Securityholder has full knowledge of and access to information concerning Sunward and the Sunward Shares. The Securityholder acknowledges that, unless and until this Agreement is terminated in accordance with its terms, the agreements contained herein with respect to the Subject Securities by the Securityholder are irrevocable; and

the Securityholder (i) is not the beneficial owner of, and does not have control or direction over, any securities of the Purchaser or any of its subsidiaries; or (ii) is party to a voting agreement with Sunward, substantially in the form of this Agreement, pursuant to which the Securityholder has agreed, among other things, to vote his, her or its NovaCopper Shares in favour of the issuance of the Consideration Shares and reservation for issuance of the Option Shares in connection with the Arrangement.

Representations and Warranties of the Purchaser

the Purchaser is a corporation duly incorporated and validly existing under the laws of the Province of British Columbia and has all necessary corporate power, authority and capacity to enter into this Agreement and the Arrangement Agreement and to carry out its obligations under this Agreement and the Arrangement Agreement. The execution and delivery of this Agreement and the Arrangement Agreement and the consummation of the transactions contemplated by this Agreement and the Arrangement Agreement have been duly authorized by all necessary corporate action on the part of the Purchaser. Each of this Agreement and the Arrangement Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms;

except as would not materially hinder, delay or impede the consummation of the transaction contemplated by this Agreement and the Arrangement Agreement, none of the execution and delivery by the Purchaser of this Agreement or the completion of the transactions contemplated hereby or the compliance by the Purchaser with the Purchaser’s obligations hereunder will violate, contravene, result in any breach of, or be in conflict with, or constitute a 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) any constating or governing documents or resolutions of the Purchaser; (ii) any Contract to which the Purchaser is a party or by which the Purchaser or any of the property or assets of the Purchaser are bound; (iii) any judgment, decree, order or award of any Governmental Entity; or (iv) any applicable Laws;

other than as set forth in the Arrangement Agreement, no consent, waiver, approval, authorization, order, exemption, registration, license or declaration of or by, or filing with, or notification to any Governmental Entity or other third party which has not been made or obtained is required to be made or obtained by the Purchaser or any of its affiliates in connection with the execution and delivery by the Purchaser and enforcement against the Purchaser of this Agreement or the Arrangement Agreement or the consummation of any transactions provided for herein or therein (provided that the Purchaser makes no representations or warranties with respect to the consents, waivers, approvals, authorizations or declarations of or by, or filings with, or notices to any Governmental Entities or other third parties on the part of Sunward or the Securityholder necessary for the consummation of the transactions contemplated herein or by the Arrangement Agreement); and

there is no private or governmental action, suit, claim, arbitration, investigation or other proceeding in progress or pending before any Governmental Entity, or, to the knowledge of the Purchaser, threatened against the Purchaser or any of its affiliates or any of their respective directors or officers (in their capacities as such) that, individually or in the aggregate, could impair the Purchaser’s ability to enter into this Agreement or perform its obligations under this Agreement. There is no judgment, decree or order against the Purchaser or any of its affiliates or any of their directors or officers (in their capacities as such) that could prevent, enjoin, alter, delay or adversely affect the ability of the Purchaser to enter into this Agreement or to perform its obligations under this Agreement.

Covenants of the Securityholder

from the date of this Agreement until the termination of this Agreement in accordance with its terms (the “Expiry Time”), the Securityholder shall not (A) sell, transfer, gift, assign, convey, pledge, hypothecate, encumber, grant any option with respect to, grant a security interest in or otherwise dispose of any right or interest in (including by way of deposit or tender under any take-over bid) (any such event, a “Transfer”) any of the Subject Securities, other than the exercise, exchange, vesting or conversion of Sunward Options or Sunward DSUs in accordance with their terms for Sunward Shares, which Sunward Shares will become Subject Securities hereunder, or enter into any agreement, arrangement or understanding in connection therewith (whether by actual disposition or effective economic disposition due to cash settlement or otherwise), other than pursuant to the Arrangement, without having first obtained the prior written consent of the Purchaser, or (B) other than as set forth herein, grant any proxies or powers of attorney with respect to any Subject Securities, deposit any Subject Securities into a voting trust, in any way transfer any of the voting rights associated with any of the Subject Securities, or enter into a voting agreement, understanding or arrangement with respect to the right to vote, call meetings of Sunward Shareholders or give consents or approvals of any kind with respect to any Subject Securities. In furtherance of this Agreement, the Securityholder hereby authorizes the Purchaser, Sunward or their respective legal counsel to notify Sunward’s transfer agent that there is a stop transfer order with respect to all of the Subject Securities (and that this Agreement places limits on the voting and transfer of such Subject Securities, as applicable), provided that if any such action involves costs to the Securityholder, those costs shall be paid or reimbursed by the Purchaser. The Parties agree that such stop transfer order shall be removed and shall be of no further force and effect upon the termination of this Agreement in accordance with Section 4.1;

from time to time, until the Expiry Time, to vote (or cause to be voted) all the Subject Shares at any meeting of any of the securityholders of Sunward at which the Securityholder is entitled to vote, including without limitation the Sunward Meeting, and in any action by written consent of the securityholders of Sunward:

in favour of the approval, consent, ratification and adoption of the Arrangement Resolution and the transactions contemplated by the Arrangement Agreement (and any actions required for the consummation of the transactions contemplated by the Arrangement Agreement); and

other than the Arrangement, against (A) any extraordinary corporate transaction, including any merger, reorganization, consolidation, amalgamation, arrangement, business combination, share exchange, liquidation, dissolution, recapitalization, or similar transaction involving Sunward or any of its subsidiaries; (B) any sale, lease or transfer of any significant part of the assets of Sunward or any of its subsidiaries; (C) any Acquisition Proposal involving Sunward or any of its subsidiaries; (D) any material change in the capitalization of Sunward or any of its subsidiaries or the corporate structure or constating documents of Sunward or any of its subsidiaries; (E) any action that would reasonably be expected to impede, delay, interfere with, or discourage the transactions contemplated by the Arrangement Agreement; and (F) any action or agreement that would result in a breach of any covenant, representation or warranty or any other obligation or agreement of Sunward under the Arrangement Agreement;

until the Expiry Time, to not, without the prior written consent of the Purchaser, requisition or join in the requisition of any meeting of any of the securityholders of Sunward for the purpose of considering any resolution;

from time to time, until the Expiry Time, when any meeting of Sunward securityholders is held, to appear in person or by proxy at such meeting or otherwise cause the applicable Subject Securities to be counted as present thereat for the purpose of establishing a quorum;

until the Expiry Time, neither the Securityholder nor any of his, her or its Representatives will, directly or indirectly: (A) solicit, initiate, encourage or otherwise facilitate (including by way of entering into any agreement, arrangement or understanding) inquiries, submissions of proposals or offers from, or provide information to, any other Person, entity or group (other than the Purchaser) relating to any Acquisition Proposal or potential Acquisition Proposal, (B) participate in any discussions or negotiations regarding any Acquisition Proposal, or (C) accept, enter into or endorse, or publicly propose to accept or enter into, any letter of intent, agreement, arrangement or understanding related to any Acquisition Proposal. Nothing in this Section 3.1(e) shall prevent any shareholder, director or officer of the Securityholder, if applicable, who is also a director or officer of Sunward from fulfilling his or her fiduciary obligations, provided that such act or thing is permitted by and is done in strict compliance with the terms of the Arrangement Agreement;

to immediately cease and cause to be terminated any and all solicitations, encouragements, existing discussions and negotiations, if any, with any Person or group or any agent or representative of such Person or group with respect to any Acquisition Proposal or potential Acquisition Proposal;

to waive any rights of appraisal or rights of dissent that the Securityholder may have arising from the transactions contemplated by the Arrangement Agreement;

until the Expiry Time, to not make any statements which may reasonably be construed as being against the transactions contemplated by the Arrangement Agreement or any aspect thereof and to not bring, or threaten to bring, any suit or proceeding for the purpose of, or which has the effect of, directly or indirectly, stopping, preventing, impeding, delaying or varying such transactions or any aspect thereof;

to promptly notify the Purchaser of any acquisitions by the Securityholder or any of his, her or its affiliates of any securities of Sunward, if any, after the date hereof, which, for greater certainty, shall include any Sunward Options and Sunward DSUs and any Sunward Shares issuable upon the exercise, conversion or vesting, as applicable, of any Sunward Options or Sunward DSUs, owned or controlled by the Securityholder which may be exercised, converted into or exchanged for Sunward Shares. Any such securities shall be subject to the terms of this Agreement as though they were Subject Securities owned by the Securityholder on the date hereof;

until the Expiry Time, not to (i) exercise any securityholder rights or remedies available at common law or pursuant to applicable securities legislation; or (ii) take any other action of any kind, in each case which might reasonably be regarded as likely to reduce the success of, or delay or interfere with the completion of, the transactions contemplated by the Arrangement Agreement;

the Securityholder hereby irrevocably consents to:

details of this Agreement being set out in any information circular and court documents produced by Sunward, the Purchaser or any of their respective affiliates in connection with the transactions contemplated by this Agreement and the Arrangement Agreement; and

this Agreement being made publicly available, including by filing on SEDAR; and

except as required by applicable Law or applicable stock exchange requirements, not to make any public announcement or statement with respect to the transactions contemplated herein or pursuant to the Arrangement Agreement.

Termination

the written agreement of the Purchaser and the Securityholder;

written notice by the Securityholder if the Purchaser, without the prior written consent of the Securityholder, decreases the amount of Consideration as set out in the Arrangement Agreement (provided that a decrease in the market price of the Consideration Shares will not constitute a decrease in the amount of Consideration); or

without any further action by the Parties:

upon the earliest of:

the termination of the Arrangement Agreement in accordance with its terms;

the occurrence of a Sunward Termination Fee Event; or

the occurrence of a NovaCopper Termination Fee Event;

upon the failure of the transactions contemplated in the Arrangement Agreement to have been completed without any amendment to a material term of the Arrangement Agreement or a waiver of any material misrepresentation, material breach of warranty, or material failure to satisfy a covenant or a condition in the Arrangement Agreement on or before August 31, 2015; or

on the Effective Date.

Time of the Essence

Equitable Relief

Fiduciary Duties

Waiver; Amendment

Entire Agreement

Notices

if to the Purchaser:

if to the Securityholder:

Severability

Successors and Assigns

Expenses

Independent Legal Advice

Further Assurances

Rules of Construction

No Third Party Beneficiaries

Execution and Delivery

Covenant of the Purchaser