NovaCopper Inc.: Exhibit 10.5 - 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 - 

PAULSON & CO. INC., a
corporation existing under the laws of Delaware (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; 

“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
4.8; 

“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. 

	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. 

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	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;

	 	 	 
	 	(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;



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	 	(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) 	
      to the extent permitted by the attributes of the Subject
      Securities or pursuant to applicable Laws, regulation or policy, the
      Securityholder has the sole right to dispose of and vote, 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) subject to compliance with any approval
      or Laws contemplated by the Arrangement Agreement, any applicable Laws; in
      each case, other than as would not reasonably be expected to materially
      impair the ability of the Securityholder to perform its obligations
      hereunder.

	 	 	 
	 	(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 other than where the failure to obtain such consents,
      waivers, approvals, authorizations, orders, exemptions, registrations,
      licences or declarations, or to make such filings or notifications, would
      not materially impair the ability of the Securityholder to perform its
      oblitations hereunder (and provided that the Securityholder makes no
      representations or warranties with respect to the consents, waivers,
      approvals, authorizations, orders, exemptions, registrations, licences or
      declarations of or by, or filings with, or notices to any Governmental
      Entities or other third parties on the part of Sunward, the Purchaser or
      any other Person necessary for the consummation of the transactions
      contemplated by the Arrangement Agreement); and



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	 	(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 materially 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
      materially 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;




	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

	 	 	 
	 	(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;



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	 	(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;

	 	 	 
	 	(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



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	 	(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 materially 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;



7 





	 	(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,
      to the extent known to the Securityholder, 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
      would 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;

	 	 	 
	 	(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 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



8 





	 	(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) 	
      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.



ARTICLE 4 
GENERAL 

	4.1 	
      Termination



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

	 	(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);

	 	 	 
	 	(d) 	
      the Effective Date; or

	 	 	 
	 	(e) 	
      the Outside Date.




	4.2 	
      Effect of Termination



If this Agreement is terminated in accordance with this Article
4, the provisions of this Agreement will become void and no Party shall have
liability to any other Party, except in respect of a breach of this Agreement
which occurred prior to such termination and, without limiation, the
Securityholder shall be entitled to withdraw any proxy which it has given with
respect to the Subject Securities. 

	4.3 	
      Time of the Essence



Time shall be of the essence in this Agreement. 

	4.4 	
      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 a Party or any of its
affiliates in accordance with their terms or are otherwise breached. It is
accordingly agreed that any aggrieved Party 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 other Party or
any of its affiliates and shall be entitled to obtain specific performance by
the other Party or any of its affiliates of any such provisions. The Parties
hereby agree 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. 

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	4.5 	
      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 or any of its employees, partners,
managers or directors may take that are, upon the advice of counsel, necessary
to discharge such Person’s fiduciary duties as a director of Sunward.

	4.6 	
      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. 

	4.7 	
      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. 

	4.8 	
      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 


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	 	  	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: 
	 	 	 
	 	  	Paulson & Co. Inc. 
	 	 	 
	 	  	1251 Avenue of the Americas 
	 	 	 
	 	  	New York, NY 10020 
	 	 	 
	 	  	  	  
	 	  	Attention: 	Victor Flores 
	 	 	 	 
	 	  	Facsimile: 	212-977-9505 
	 	 	 	 
	 	  	Email: 	victor.flores@paulsonco.com



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 4.8. 

	4.9 	
      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.


	4.10 	
      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. 

11 





	4.11 	
      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. 

	4.12 	
      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. 

	4.13 	
      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. 

	4.14 	
      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. 

	4.15 	
      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. 

	4.16 	
      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] 

12 




IN WITNESS WHEREOF the Parties have executed this
Agreement. 

	 	PAULSON & CO. INC. on behalf of
      the 
	 	funds and accounts managed by it 
	 	  
	 	  
	 	  
	 	 
                 /s/ Stuart Merzer 
	 	           
             Name: Stuart Merzer 
	 	           
             Title: Authorized Signatory 
	 	  
	 	  
	 	  
	 	  
	 	NOVACOPPER INC. 
	 	  
	 	  
	 	By:
      /s/ Elaine Sanders 
	 	           
             Name: Elaine Sanders 
	 	           
             Title: VP & Chief Financial Officer
  


13 




SCHEDULE “A” 


	Registered Owner 
	Beneficial Owner 
	Sunward Options 
	Sunward DSUs 
	Sunward Shares 


	Funds and accounts 
managed by
      the 
Securityholder 	Funds and accounts
      
managed by the 
Securityholder 	

	

	10,200,000