Definitions in Arrangement Agreement

General

at the Dolly Varden Meeting (including in connection with any separate vote of any sub-group of securityholders of Dolly Varden that may be required to be held and of which sub-group the Shareholder forms part) or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval (including by written consent in lieu of a meeting) of the Dolly Varden Shareholders with respect to the Dolly Varden Resolution is sought, the Shareholder shall cause all of their Subject Securities to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) all of their Subject Securities (i) in favour of the approval of the Dolly Varden Resolution, and (ii) in favour of any other matter necessary for the consummation of transactions contemplated by the Arrangement Agreement;

at any meeting of securityholders of Dolly Varden (including in connection with any separate vote of any sub-group of securityholders of Dolly Varden that may be required to be held and of which sub-group the Shareholder forms part) or at any adjournment thereof or in any other circumstances upon which a vote, consent or other approval of all or some of Dolly Varden Shareholders is sought (including by written consent in lieu of a meeting), the Shareholder shall cause its applicable Subject Securities having voting rights in respect of the Arrangement to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) its Subject Securities having voting rights in respect of the Arrangement against any (i) Acquisition Proposal and/or any matter that could reasonably be expected to delay, prevent or frustrate the successful completion of the Arrangement, or (ii) action or agreement (including, without limitation, any amendment of any agreement) that would result in a breach of any representation, warranty, covenant, agreement or other obligation of the Shareholder under this Agreement;

as promptly as practicable following the mailing of the Dolly Varden Circular and in any event no later than 10 Business Days prior to the date of the Dolly Varden Meeting, the Shareholder shall deliver or cause to be delivered to Dolly Varden, with a copy (by email) to Contango concurrently, duly executed proxies or voting instruction forms voting the Subject Securities having voting rights in respect of the Arrangement (i) in favour of the approval of the Dolly Varden Resolution, and (ii) in favour of any other matter necessary or desirable for the consummation of the transactions contemplated by the Arrangement Agreement, and each such proxy or proxies shall not be revoked without the prior written consent of Contango;

the Shareholder shall not, directly or indirectly:

solicit, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of Dolly Varden or any of its subsidiaries) any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to an Acquisition Proposal;

enter into, engage in, continue or otherwise participate in any discussions or negotiations with any person (other than Contango and its subsidiaries or affiliates) in respect of any inquiry, proposal or offer that constitutes or would reasonably be expected to lead to an Acquisition Proposal;

accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend, any Acquisition Proposal;

withdraw support, or propose publicly to withdraw support, from the transactions contemplated by the Arrangement Agreement; or

join in the requisition of any meeting of the securityholders of Dolly Varden for the purpose of considering any resolution related to any Acquisition Proposal and/or any matter that would reasonably be expected to delay, prevent or frustrate the successful completion of the Arrangement or any of the transactions contemplated by the Arrangement Agreement.

the Shareholder shall immediately cease any existing solicitation, encouragement, discussions, negotiations or other activities commenced prior to the date of this Agreement with any person (other than Contango and its subsidiaries or affiliates) conducted by the Shareholder with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal;

the Shareholder shall not directly or indirectly, without the prior written consent of Contango (such consent not to be unreasonably withheld, conditioned or delayed): (i) sell, transfer, tender, gift, assign, grant a participation interest in, option, pledge, hypothecate, grant a security or voting interest in or otherwise convey or encumber (each, a “Transfer”), or enter into any agreement, option or other arrangement having the same economic effect as a Transfer of, any of its Subject Securities to any person, other than pursuant to the Plan of Arrangement; (ii) grant any proxies or power of attorney, deposit any of their Subject Securities into any voting trust or enter into any voting arrangement, whether by proxy, voting agreement or otherwise, with respect to their Subject Securities, other than pursuant to this Agreement; or (iii) agree to take any of the actions prohibited by the foregoing clauses (i) and (ii);

the Shareholder shall not exercise any rights of appraisal or rights of dissent provided under any applicable Laws, pursuant to the Interim Order, the Plan of Arrangement or otherwise in connection with the Arrangement or the transactions contemplated by the Arrangement Agreement considered at the Dolly Varden Meeting in connection therewith; and

the Shareholder shall promptly notify Contango of the amount of any equity or debt securities of Dolly Varden acquired by the Shareholder after the date hereof, other than any Dolly Varden Shares acquired by or on behalf of the Shareholder pursuant to the Dolly Varden Equity Incentive Plan. Any securities or other interests acquired by the Shareholder after the date hereof shall be subject to the terms of this Agreement as though owned by the Shareholder on the date hereof and shall be included in the definition of “Subject Securities”.

Representations and Warranties of the Shareholder

Capacity. The Shareholder has the power and capacity to execute and deliver this Agreement and to perform their obligations hereunder.

Authorization. If applicable, the execution, delivery and performance of this Agreement by the Shareholder has been duly authorized and no other approvals or proceedings on their part are necessary to authorize this Agreement.

Enforceability. This Agreement has been duly executed and delivered by the Shareholder and constitutes its legal, valid and binding obligation, enforceable against the Shareholder in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity.

Ownership of Shares. The Shareholder is the sole beneficial owner of the Subject Securities identified beside their name in Schedule A attached hereto.

Exercise of control or direction. Other than the Subject Securities, as of the date hereof, the Shareholder does not own of record or beneficially, or exercise control or direction over, or hold any right to acquire, any securities of Dolly Varden.

Legal Proceedings. There are no legal proceedings in progress or pending before any Governmental Entity, or, to the knowledge of the Shareholder, threatened against the Shareholder or any judgment, decree or order against the Shareholder that would adversely affect in any manner their ability to enter into this Agreement and to perform their obligations hereunder.

No Agreements. No person has any agreement or option, or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option, for the purchase, acquisition or transfer of any of the Subject Securities, or any interest therein or right thereto, except pursuant to the Arrangement Agreement.

Voting. The Shareholder has the sole and exclusive right to enter into this Agreement and to vote (or cause to be voted) the Subject Securities set out next to their name in Schedule A and as contemplated herein. Other than this Agreement, none of the Subject Securities is subject to any proxy, power of attorney, attorney-in-fact, voting trust, vote pooling or other agreement, arrangement or understanding with respect to the right to vote, call meetings of shareholders or give consents or approvals of any kind.

Representations and Warranties of Contango

Capacity. Contango has the requisite corporate power and capacity to execute and deliver this Agreement and the Arrangement Agreement and to perform its obligations hereunder.

Authorization. The execution, delivery and performance of this Agreement and the Arrangement Agreement by Contango has been duly authorized by its board of directors and no other internal proceedings on its part are necessary to authorize this Agreement and the Arrangement Agreement.

Enforceability. Each of this Agreement and the Arrangement Agreement has been duly executed and delivered by Contango and constitutes its legal, valid and binding obligations, enforceable against Contango in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity.

No Breach. Neither the execution and delivery of this Agreement or the Arrangement Agreement by Contango nor the compliance by it with any of the provisions hereof or thereof will result in a violation or breach of, require any consent to be obtained under or give rise to any termination rights or payment obligation under any provision of:

its articles or by-laws (or other constating documents); or

any resolution of its board of directors (or any committee thereof) or of its shareholders.

Legal Proceedings. There are no legal proceedings in progress or pending before any Governmental Entity, or, to the knowledge of Contango, threatened against Contango or any judgment, decree or order against Contango that would adversely affect in any manner its ability to enter into this Agreement and to perform its obligations hereunder or that could reasonably be expected to prevent or materially delay the completion of the Arrangement.

Automatic Termination

Termination by the Shareholder or Contango

at any time prior to the Effective Time, by the mutual agreement of the parties;

by Contango if (i) the Shareholder breaches or is in default of any of the covenants or obligations of such Shareholder under this Agreement, or (ii) any of the representations or warranties of the Shareholder under this Agreement shall have been at the date hereof, or subsequently become, untrue or incorrect in any material respect; provided in each case that Contango has notified the Shareholder in writing of any of the foregoing events and the same has not been cured by the Shareholder within 10 Business Days of the date of such notice was received by the Shareholder;

by the Shareholder if (i) Contango breaches or is in default of any of the covenants or obligations of Contango under this Agreement, or (ii) any of the representations or warranties of Contango under this Agreement shall have been at the date hereof, or subsequently become, untrue or incorrect in any material respect; provided in each case such the Shareholder has notified Contango in writing of any of the foregoing events and the same has not been cured by Contango within 10 Business Days of the date of such notice was received by Contango;

by the Shareholder or Contango if the Effective Date has not occurred by the Outside Date; or

by the Shareholder if, without the Shareholder’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), the Arrangement Agreement is amended in any manner that: (i) would result in a decrease in the amount of or adverse change to the form of Consideration set out in the Arrangement Agreement payable for the Subject Securities (provided that a decrease in the market price of the Contango Shares will not constitute a decrease in the amount of or adverse change to the form of Consideration payable for the Subject Securities); or (ii) is otherwise materially adverse to the Shareholder.

Effect of Termination

Notices

if to Contango:

if to the Shareholder:

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 exclusive jurisdiction of the courts of the Province of British Columbia in respect of all matters arising under and in relation to this Agreement and waives any defences to the maintenance of an action in such court.

Time of Essence

Interpretation Not Affected by Headings

Entire Agreement

Assignment

Severability

Further Assurances

Disclosure

Amendments and Waivers

Specific Performance and other Equitable Rights

The parties hereby agree that irreparable damage may occur in the event that any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that money damages or other legal remedies would not be an adequate remedy for any such damages. Accordingly, the parties acknowledge and hereby agree that in the event of any breach or threatened breach by any of the Shareholder, on the one hand, or Contango, on the other hand, of any of their respective covenants or obligations set forth in this Agreement, Contango, on the one hand, or the Shareholder, on the other hand, shall be entitled to an injunction or injunctions to prevent or restrain breaches or threatened breaches of this Agreement by the other, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other under this Agreement, without any requirement for the securing or posting of any bond in connection with the obtaining of any such injunction. Each of the parties hereby agrees not to raise any objections to the availability of the equitable remedy of specific performance to prevent or restrain breaches or threatened breaches of this Agreement by it, and to specifically enforce the terms and provisions of this Agreement to prevent breaches or threatened breaches of, or to enforce compliance with, the covenants and obligations of the other parties under this Agreement.

The parties hereto further agree that (i) by seeking the remedies provided for in this Section 6.11, a party shall not in any respect waive its right to seek any other form of relief that may be available to a party under this Agreement in the event that this Agreement has been terminated or in the event that the remedies provided for in this Section 6.11 are not available or otherwise are not granted, and (ii) nothing set forth in this Section 6.11 shall require any party hereto to institute any proceeding for (or limit any party’s right to institute any proceeding for) specific performance under this Section 6.11 prior or as a condition to exercising any termination right under Section 5.1 or Section 5.2 (and pursuing damages after such termination), nor shall the commencement of any legal proceeding restrict or limit any party’s right to terminate this Agreement in accordance with the terms of Section 5.1 or Section 5.2 or pursue any other remedies under this Agreement that may be available then or thereafter.

Expenses

Independent Legal Advice

Counterparts, Execution

      Dolly Varden Shares