NovaCopper Inc.: Exhibit 10.1 - Filed by newsfilecorp.com






VOTING SUPPORT AGREEMENT 

THIS AGREEMENT is made as of
April 22, 2015 

BETWEEN: 

NOVACOPPER INC., a corporation
existing under the laws of the Province of British Columbia (the
“Purchaser”) 

- and - 

GOLD FIRST INVESTMENTS LIMITED,
a corporation existing under the laws of British Virgin Islands (the
“Securityholder”) 

RECITALS: 

	1. 	
      The Securityholder is the beneficial owner of, or has
      control or direction over, the Subject Securities.

	 	 
	2. 	
      The Securityholder understands that Sunward Resources
      Ltd. (“Sunward”) and the Purchaser are, concurrently with the
      execution and delivery of this Agreement, executing and delivering the
      Arrangement Agreement.

	 	 
	3. 	
      This Agreement sets out the terms and conditions of the
      agreement of the Securityholder to abide by the covenants in respect of
      the Subject Securities and the other restrictions and covenants set forth
      herein.



NOW THEREFORE, in consideration of the mutual covenants
in this Agreement and for other good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged) the parties hereto agree as
follows: 

ARTICLE 1 
INTERPRETATION 

	1.1 	
      Definitions



Capitalized terms used herein and not otherwise defined have
the meanings ascribed thereto in the Arrangement Agreement. In this Agreement,
including the recitals: 

“Arrangement Agreement” means the arrangement agreement,
dated as of the date hereof, between Sunward and the Purchaser; 

“Board Nominees” means those two persons nominated by
the Securityholder to be directors of the Purchaser as of the Effective Time,
provided that such persons shall be acceptable to the Purchaser, acting
reasonably; 

“Business Day” means any day, other than a Saturday, a
Sunday or a statutory or civic holiday in Toronto, Ontario or Vancouver, British
Columbia; 

“Contract” means any contract, agreement, license,
franchise, lease, arrangement, commitment, understanding, joint venture,
partnership or other right or obligation (written or oral) to which a Party or
any of its subsidiaries (if applicable) is a party or by which
it or any of its subsidiaries (if applicable) is bound or affected or to which
any of their respective properties or assets is subject; 





“Expiry Time” has the meaning ascribed thereto in
Section 3.1(a); 

“Governmental Entity” means: (a) any multinational,
federal, provincial, territorial, state, regional, municipal, local or other
government, governmental or public department, central bank, court, tribunal,
arbitral body, commission, board, bureau, agency or entity, domestic or foreign;
(b) any stock exchange, including the TSX or the NYSE MKT; (c) any subdivision,
agent, commission, board or authority of any of the foregoing; or (d) any
quasi-governmental or private body, including any tribunal, commission,
regulatory agency or self-regulatory organization, exercising any regulatory,
expropriation or taxing authority under or for the account of any of the
foregoing; 

“Law” or “Laws” means all laws (including common
law), by-laws, statutes, rules, regulations, principles of law and equity,
orders, rulings, ordinances, judgments, injunctions, determinations, awards,
decrees or other requirements, whether domestic or foreign, and the terms and
conditions of any Permit of or from any Governmental Entity or self-regulatory
authority (including the TSX and the NYSE MKT), and the term “applicable” with
respect to such Laws and in a context that refers to a Party, means such Laws as
are applicable to such Party and/or its subsidiaries or their business,
undertaking, property or securities and emanate from a Person having
jurisdiction over the Party and/or its subsidiaries or its or their business,
undertaking, property or securities; 

“Notice” has the meaning ascribed thereto in Section
4.7; 

“Parties” means NovaCopper Inc. and the Securityholder,
and “Party” means any of them; 

“Person” includes an individual, partnership,
association, body corporate, trustee, executor, administrator, legal
representative, government (including any Governmental Entity) or any other
entity, whether or not having legal status; 

“Subject Securities” means the Subject Shares and any
securities exercisable or exchangeable for, or convertible into, Subject Shares
(including Sunward Options and Sunward DSUs) beneficially owned, directly or
indirectly, or controlled or directed, by the Securityholder; 

“Subject Shares” means all Sunward Shares beneficially
owned, directly or indirectly, or controlled or directed, by the Securityholder,
which, for greater certainty, shall include any Sunward Shares issuable upon the
exercise, exchange, vesting or conversion of any security (including Sunward
Options and Sunward DSUs) beneficially owned, directly or indirectly, or
controlled or directed by the Securityholder which may be exercised, converted
into or exchanged for Sunward Shares and shall also include any and all
distributions of securities made in respect of such Subject Shares on or after
the date hereof, and shall further include any Sunward Shares the direct or
indirect beneficial ownership of which, or control or direction over which, is
acquired after the date hereof by the Securityholder; and 

“Transfer” has the meaning ascribed thereto in Section
3.1(a) . 

	1.2 	
      Singular; Plural, etc.



In this Agreement, words importing the singular number include
the plural and vice versa and words importing gender include the masculine,
feminine and neuter genders. 

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	1.3 	
      Headings, etc.



The division of this Agreement into Articles, Sections and
Schedules and the insertion of the recitals and headings are for convenience of
reference only and shall not affect the construction or interpretation of this
Agreement and, unless otherwise stated, all references in this Agreement or in
the Schedules hereto to Articles, Sections and Schedules refer to Articles,
Sections and Schedules of and to this Agreement or of the Schedules in which
such reference is made, as applicable. 

	1.4 	
      Date for any Action



In the event that any date on which any action is required to
be taken hereunder by any of the Parties is not a Business Day, such action
shall be required to be taken on the next succeeding day which is a Business
Day. 

	1.5 	
      Governing Law



This Agreement shall be governed, including as to validity,
interpretation and effect, by the Laws of the Province of British Columbia and
the Laws of Canada applicable therein. Each of the Parties hereby irrevocably
attorns to the jurisdiction of the Courts of the Province of British Columbia in
respect of all matters arising under and in relation to this Agreement. 

	1.6 	
      Incorporation of Schedules



The Schedules attached hereto and described below shall, for
all purposes hereof, form an integral part of this Agreement. 

Schedule A – Subject Securities 

ARTICLE 2 
REPRESENTATIONS AND WARRANTIES 

	2.1 	
      Representations and Warranties of the
      Securityholder



The Securityholder represents and warrants to the Purchaser
(and understands and acknowledges that the Purchaser is relying on these
representations and warranties in entering into the Arrangement Agreement and
completing the transactions contemplated hereby and by the Arrangement
Agreement) the matters set out below: 

	 	(a) 	
      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, subject to the qualification that such enforceability may
      be limited by bankruptcy, insolvency, reorganization or other applicable
      Laws relating to or affecting rights of creditors generally and subject to
      the qualification that equitable remedies, including specific performance,
      are discretionary;



3 





	 	(b) 	
      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;

	 	 	 
	 	(c) 	
      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);

	 	 	 
	 	(d) 	
      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;

	 	 	 
	 	(e) 	
      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;

	 	 	 
	 	(f) 	
      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;

	 	 	 
	 	(g) 	
      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;

	 	 	 
	 	(h) 	
      no consent, waiver, approval, authorization, order,
      exemption, registration, licence 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); 



4 





	 	(i) 	
      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
      Securityholder, threatened against the Securityholder or any of his, her
      or its affiliates or, if applicable, 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 could 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;

	 	 	 
	 	(j) 	
      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. Any factors
      particular to the Securityholder, including non-financial factors, that
      were considered relevant by the Securityholder in assessing the
      Consideration offered under the Arrangement did not have the effect of
      reducing the Consideration that would otherwise have been considered
      acceptable by the Securityholder. 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

	 	 	 
	 	(k) 	
      the Securityholder (i) is not and will not be the
      beneficial owner of, and does not and will 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.




	2.2 	
      Representations and Warranties of the
    Purchaser



The Purchaser represents and warrants to the Securityholder
(and acknowledges that the Securityholder is relying on these representations
and warranties in completing the transactions contemplated hereby) the matters
set out below: 

	 	(a) 	
      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 to carry out its obligations under this Agreement. The
      execution and delivery of this Agreement and the consummation of the
      transactions contemplated by this Agreement have been duly authorized by
      all necessary corporate action on the part of the Purchaser. This
      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, subject to the qualification that such enforceability
may be limited by bankruptcy, insolvency, reorganization or other applicable
Laws relating to or affecting rights of creditors generally and subject to the
qualification that equitable remedies, including specific performance, are
discretionary; and 



5 





	 	(b) 	
      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;

	 	 	 
	 	(c) 	
      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.



ARTICLE 3 
COVENANTS 

	3.1 	
      Covenants of the
Securityholder



The Securityholder hereby irrevocably covenants and agrees as
follows: 

	 	(a) 	
      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; 



6 





	 	(b) 	
      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:




	 	(i) 	
      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

	 	 	 
	 	(ii) 	
      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;



in connection with the foregoing,
subject to this Section 3.1(b), the Securityholder shall deposit an irrevocable
proxy, duly completed and executed in respect of all of the Subject Shares at
least five (5) business days prior to the Sunward Meeting, voting all such
Subject Shares in favour of the Arrangement Resolution and otherwise in the
manner described in this Section 3.1(b) . Neither the Securityholder nor any
Person acting on his, her or its behalf will take any action to withdraw, amend
or invalidate any proxy deposited by the Securityholder pursuant to this
Agreement, notwithstanding any statutory or other rights which the
Securityholder might have unless this Agreement is terminated in accordance with
Section 4.1; 

	 	(c) 	
      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;








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

	 	 	 
	 	(e) 	
      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;

	 	 	 
	 	(f) 	
      to:




	 	(i) 	
      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; and

	 	 	 
	 	(ii) 	
      immediately (and in any event within 48 hours following
      receipt) notify the Purchaser of any Acquisition Proposal or inquiry in
      respect of a potential Acquisition Proposal of which the Securityholder
      or, to the knowledge of the Securityholder, any of the shareholders,
      directors or officers of the Securityholder, if applicable, becomes aware.
      Such notification shall be made orally and in writing and shall include
      the identity of the Person making such Acquisition Proposal or inquiry and
      a description of the material terms and conditions thereof, together with
      a copy of all documentation relating to such Acquisition Proposal or
      inquiry; provided however that such notification shall not be required if
      Sunward has already notified the Purchaser in the manner contemplated by
      the Arrangement Agreement;




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

	 	 	 
	 	(h) 	
      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;

	 	 	 
	 	(i) 	
      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;



8 





	 	(j) 	
      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;

	 	 	 
	 	(k) 	
      the Securityholder hereby irrevocably consents
  to:




	 	(i) 	
      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

	 	 	 
	 	(ii) 	
      this Agreement being made publicly available, including
      by filing on SEDAR;




	 	(l) 	
      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 without the prior written approval of the Purchaser
      and, in the case any such public announcement or statement is required by
      applicable Law or applicable stock exchange requirements, to consult with
      the Purchaser and provide the Purchaser a reasonable opportunity to review
      and comment on any such public announcement or statement, and give
      reasonable consideration to any comments made by the Purchaser and its
      legal counsel; and

	 	 	 
	 	(m) 	
      to use his or her commercially reasonable efforts to
      take, or cause to be taken, all actions, and to do, or cause to be done,
      and to assist and cooperate with Sunward and the Purchaser in doing, all
      things necessary, proper or advisable to consummate and make effective, in
      the most expeditious manner possible, the Arrangement and the other
      transactions contemplated by the Arrangement Agreement, and to carry out
      the intents and purposes of this Agreement, and, other than pursuant to
      and in compliance with Section 7.2 of the Arrangement Agreement, to not
      enter into any agreement or understanding or make any commitment with any
      Person that would violate any provision or agreement contained in this
      Agreement.




	3.2 	
      Covenants of the Purchaser



The Purchaser shall, in accordance with applicable Laws, take
all reasonable steps as may be necessary to appoint the Board Nominees to the
board of directors of the Purchaser as of the Effective Time. 

ARTICLE 4 
GENERAL

	4.1 	
      Termination



This Agreement shall terminate and be of no further force or
effect upon the earliest of:

9 





	 	(a) 	
      the written agreement of the Purchaser and the
      Securityholder;

	 	 	 
	 	(b) 	
      the termination of the Arrangement Agreement in
      accordance with its terms;

	 	 	 
	 	(c) 	
      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

	 	 	 
	 	(d) 	
      the Effective Date.




	4.2 	
      Time of the Essence



Time shall be of the essence in this Agreement. 

	4.3 	
      Equitable Relief



The Parties agree that irreparable harm will occur for which
money damages will not be an adequate remedy at Law in the event that any of the
provisions of this Agreement are not performed by the Securityholder or any of
its affiliates in accordance with their terms or are otherwise breached. It is
accordingly agreed that the Purchaser shall be entitled to seek an injunction or
injunctions and other equitable relief to prevent breaches or threatened
breaches of the provisions of this Agreement by the Securityholder or any of its
affiliates and shall be entitled to obtain specific performance by the
Securityholder or any of its affiliates of any such provisions. The
Securityholder hereby agrees not to seek the posting of any security bond or
other assurance in respect of such injunctive or other equitable relief. Such
remedies will not be the exclusive remedies for any breach of this Agreement and
will be in addition to all other remedies available at Law or equity. 

	4.4 	
      Fiduciary Duties



The Purchaser hereby agrees that the Securityholder is not
making any agreement or understanding herein in any capacity other than in his,
her or its capacity as securityholder of Sunward. Nothing herein shall in any
way limit any actions that the Securityholder may take that are, upon the advice
of counsel, necessary to discharge such Person’s fiduciary duties as a director
of Sunward.

	4.5 	
      Waiver; Amendment



Each Party agrees and confirms that any provision of this
Agreement may be amended or waived if, and only if, such amendment or waiver is
in writing and signed, in the case of an amendment, by the Securityholder and
the Purchaser or in the case of a waiver, by the Party against whom the waiver
is to be effective and no failure or delay by any Party in exercising any right,
power or privilege hereunder shall operate as a waiver thereof nor shall any
single or partial exercise thereof preclude any other or further exercise. 

	4.6 	
      Entire Agreement



This Agreement constitutes the entire agreement among the
Parties with respect to the subject matter hereof and supersedes all prior
agreements and understandings among the Parties with respect thereto. 

10 





	4.7 	
      Notices



Any notice, consent, approval or other communication required
or permitted to be given in connection with this Agreement (in this Section
referred to as a “Notice”) shall be in writing and shall be sufficiently
given if delivered (whether in person, by courier service or other personal
method of delivery), or if transmitted by facsimile or e-mail: 

	 	(a) 	
      if to the Purchaser:



NovaCopper Inc. 
Suite 1950 - 777
Dunsmuir Street 
Vancouver, BC V7Y 1K4 


	 	Attention: 	Chief Executive Officer 
	 	Facsimile: 	604-638-8088 



with a copy (which shall not
constitute notice) to: 

Blake, Cassels & Graydon LLP

595 Burrard Street, Suite 2600 
P.O. Box 49314, Three Bentall Centre

Vancouver, BC V7X 1L3 


	 	Attention: 	Trisha Robertson 
	 	Facsimile: 	604-631-3309 
	 	Email: 	trisha.robertson@blakes.com





	 	(b) 	
      if to the Securityholder:



Gold First Investments Limited 
c/o
Unit 801-2, 8/F, Tung Hip Commercial Building 
244-248 Des Voeux Road
Central, Hong Kong 


	 	Attention: 	Andrew Philip BURGIN 
	 	Facsimile: 	+852 2575 5050 
	 	Email: 	andrewb@a-pass.com.hk




Any Notice delivered or transmitted to
a Party as provided above shall be deemed to have been given and received on the
day it is delivered or transmitted, provided that it is delivered or transmitted
on a Business Day prior to 5:00 p.m. local time in the place of delivery or
receipt. If the Notice is delivered or transmitted after 5:00 p.m. local time or
if the day is not a Business Day, then the Notice shall be deemed to have been
given and received on the next Business Day. 

Either Party may, from time to time,
change its address by giving Notice to the other Party in accordance with the
provisions of this Section 4.7. 

11 





	4.8 	
      Severability



If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule or Law or public policy, all
other conditions and provisions of this Agreement shall nevertheless remain in
full force and effect so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner materially
adverse to any Party. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the Parties shall negotiate
in good faith to modify this Agreement so as to effect the original intent of
the Parties as closely as possible in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the fullest extent possible.


	4.9 	
      Successors and Assigns



The provisions of this Agreement shall be binding upon and
enure to the benefit of the Parties and their respective successors, permitted
assigns and personal representatives, provided that no Party may assign,
delegate or otherwise transfer any of its rights, interests or obligations under
this Agreement without the prior written consent of the other Party hereto,
except that the Purchaser may assign, delegate or otherwise transfer any of its
rights, interests or obligations under this Agreement to any of its affiliates
without reducing its own obligations hereunder without the consent of the
Securityholder. 

	4.10 	
      Expenses



Each Party shall pay all costs and expenses (including the fees
and disbursements of legal counsel and other advisers) it incurs in connection
with the negotiation, preparation and execution of this Agreement and the
transactions contemplated by this Agreement. 

	4.11 	
      Independent Legal Advice



Each of the Parties hereby acknowledges that it has been
afforded the opportunity to obtain independent legal advice and confirms by the
execution of this Agreement that it has either done so or waived its right to do
so in connection with the entering into of this Agreement. 

	4.12 	
      Further Assurances



The Parties shall, with reasonable diligence, do all things and
provide all such reasonable assurances as may be required to consummate the
transactions contemplated by this Agreement, and each Party shall provide such
further documents or instruments required by the other Party as may be
reasonably necessary or desirable to effect the purpose of this Agreement and
carry out its provisions, whether before or after the Effective Time. 

	4.13 	
      Rules of Construction



The Parties have participated jointly in negotiating and
drafting this Agreement. If an ambiguity or a question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly
by the Parties, and no presumption or burden of proof shall arise favouring or
disfavouring any Party by virtue of the authorship of any provision of this
Agreement. 

	4.14 	
      No Third Party
Beneficiaries



The Parties hereby agree that their respective representations,
warranties, covenants and agreements set forth herein are solely for the benefit
of the other Party hereto, in accordance with and subject to the terms of this Agreement, and this Agreement is not intended to, and
does not, confer upon any Person other than the parties hereto any rights or
remedies hereunder, including the right to rely upon the representations and
warranties set forth herein. 

12 





	4.15 	
      Execution and Delivery



This Agreement may be executed by the Parties in counterparts
and may be executed and delivered by facsimile and all the counterparts and
facsimiles together constitute one and the same agreement. 

[Remainder of page intentionally left blank] 

13 




IN WITNESS WHEREOF the Parties have executed this
Agreement. 

GOLD FIRST INVESTMENTS LIMITED



	By: 	/s/
      Andrew Philip Burgin 
	  	   Name: Andrew Philip BURGIN 
	  	   Title: Director




NOVACOPPER INC. 


	By: 	/s/
      Elaine Sanders 
	  	   Name: Elaine Sanders 
	  	   Title: VP & Chief Financial
      Officer 



14 




SCHEDULE “A” 


	Registered Owner 	Beneficial Owner 	Sunward Options 	Sunward DSUs 	Sunward Shares 
	
      Gold First Investments Limited 

       
	
      Lakeview Group Holdings Limited’ 

      Notela Resource Advisors Ltd. 
	Nil 	Nil 	46.4m common shares