The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosure provided in a prior cover page.

  NAMES OF REPORTING PERSONS

  Hecla Mining Company

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)          (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS

  WC

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0 (See Items 5 and 6)

  SHARED VOTING POWER

  16,957,595⁽¹⁾ (See Items 5 and 6)

  SOLE DISPOSITIVE POWER

  0 (See Items 5 and 6)

  SHARED DISPOSITIVE POWER

  16,957,595⁽¹⁾ (See Items 5 and 6)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  16,957,595⁽¹⁾ (See Items 5 and 6)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  9.9% (See Items 5 and 6)

  TYPE OF REPORTING PERSON

  CO

Includes only shares held directly by 1080980 B.C. Ltd., an indirect wholly-owned subsidiary of the reporting person and a direct wholly-owned subsidiary of Hecla Canada Ltd., which is a direct wholly-owned subsidiary of the reporting person. The reporting person may be deemed to share the voting and dispositive power with respect to these shares as a result of these relationships with Hecla Canada Ltd. and 1080980 B.C. Ltd. In addition, the reporting person may be deemed to be part of a voting group and may be deemed to have beneficial ownership of the shares held by such voting group. The filing of this Schedule 13D shall not be construed as an admission that the reporting person is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities held by any other member of such a voting group, and any such beneficial ownership is expressly disclaimed.

  NAMES OF REPORTING PERSONS

  Hecla Canada Ltd.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)          (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS

  AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Canada

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0 (See Items 5 and 6)

  SHARED VOTING POWER

  16,957,595⁽²⁾ (See Items 5 and 6)

  SOLE DISPOSITIVE POWER

  0 (See Items 5 and 6)

  SHARED DISPOSITIVE POWER

  16,957,595⁽²⁾ (See Items 5 and 6)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  16,957,595⁽²⁾ (See Items 5 and 6)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  9.9% (See Items 5 and 6)

  TYPE OF REPORTING PERSON

  OO

Includes only shares held directly by 1080980 B.C. Ltd., a direct wholly-owned subsidiary of the reporting person. The reporting person is a direct wholly-owned subsidiary of Hecla Mining Company. The reporting person may be deemed to share the voting and dispositive power with respect to these shares as a result of these relationships with Hecla Mining Company and 1080980 B.C. Ltd. In addition, the reporting person may be deemed to be part of a voting group and may be deemed to have beneficial ownership of the shares held by such voting group. The filing of this Schedule 13D shall not be construed as an admission that the reporting person is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities held by any other member of such a voting group, and any such beneficial ownership is expressly disclaimed.

  NAMES OF REPORTING PERSONS

  1080980 B.C. Ltd.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)          (b)  ☒

  SEC USE ONLY

  SOURCE OF FUNDS

  AF

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0 (See Items 5 and 6)

  SHARED VOTING POWER

  16,957,595⁽³⁾ (See Items 5 and 6)

  SOLE DISPOSITIVE POWER

  0 (See Items 5 and 6)

  SHARED DISPOSITIVE POWER

  16,957,595⁽³⁾ (See Items 5 and 6)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  16,957,595⁽³⁾ (See Items 5 and 6)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  9.9% (See Items 5 and 6)

  TYPE OF REPORTING PERSON

  OO

Includes only shares held directly by the reporting person. The reporting person is a direct wholly-owned subsidiary of Hecla Canada Ltd., which is a direct wholly-owned subsidiary of Hecla Mining Company. The reporting person may be deemed to share the voting and dispositive power with respect to these shares as a result of these relationships with Hecla Mining Company and Hecla Canada Ltd. In addition, the reporting person may be deemed to be part of a voting group and may be deemed to have beneficial ownership of the shares held by such voting group. The filing of this Schedule 13D shall not be construed as an admission that the reporting person is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities held by any other member of such a voting group, and any such beneficial ownership is expressly disclaimed.

Name

Present

Principal Occupation

Business Address

Citizenship

c/o Hecla Mining Company

6500 North Mineral Drive, Suite 200

Coeur d’Alene, Idaho 83815

c/o Hecla Mining Company

6500 North Mineral Drive, Suite 200

Coeur d’Alene, Idaho 83815

c/o Hecla Mining Company

6500 North Mineral Drive, Suite 200

Coeur d’Alene, Idaho 83815

c/o Hecla Mining Company

6500 North Mineral Drive, Suite 200

Coeur d’Alene, Idaho 83815

c/o Hecla Mining Company

6500 North Mineral Drive, Suite 200

Coeur d’Alene, Idaho 83815

c/o Hecla Mining Company

6500 North Mineral Drive, Suite 200

Coeur d’Alene, Idaho 83815

c/o Hecla Mining Company

6500 North Mineral Drive, Suite 200

Coeur d’Alene, Idaho 83815

c/o Hecla Mining Company

6500 North Mineral Drive, Suite 200

Coeur d’Alene, Idaho 83815

c/o Hecla Mining Company

6500 North Mineral Drive, Suite 200

Coeur d’Alene, Idaho 83815

c/o Hecla Mining Company

6500 North Mineral Drive, Suite 200

Coeur d’Alene, Idaho 83815

c/o Hecla Mining Company

6500 North Mineral Drive, Suite 200

Coeur d’Alene, Idaho 83815

c/o Hecla Mining Company

6500 North Mineral Drive, Suite 200

Coeur d’Alene, Idaho 83815

Name

Present

Principal Occupation

Business Address

Citizenship

Robert D. Brown

c/o Hecla Mining Company

6500 N. Mineral Drive, Suite 200

Coeur d’Alene, Idaho 83815

Michael L. Clary

c/o Hecla Mining Company

6500 N. Mineral Drive, Suite 200

Coeur d’Alene, Idaho 83815

Russell D. Lawlar

c/o Hecla Mining Company

6500 N. Mineral Drive, Suite 200

Coeur d’Alene, Idaho 83815

Christophe M. McLean

c/o Hecla Canada Ltd.

2200 HSBC Building

885 West Georgia Street

Vancouver BC V6C 3E8

Name

Present

Principal Occupation

Business Address

Citizenship

Robert D. Brown

c/o Hecla Mining Company

6500 N. Mineral Drive, Suite 200

Coeur d’Alene, Idaho 83815

Michael L. Clary

c/o Hecla Mining Company

6500 N. Mineral Drive, Suite 200

Coeur d’Alene, Idaho 83815

Russell D. Lawlar

c/o Hecla Mining Company

6500 N. Mineral Drive, Suite 200

Coeur d’Alene, Idaho 83815

Christophe M. McLean

c/o Hecla Canada Ltd.

2200 HSBC Building

885 West Georgia Street

Vancouver BC V6C 3E8

Alexco and Hecla have entered into an arrangement agreement dated July 4, 2022 (the “Arrangement Agreement”) pursuant to which Hecla has agreed to acquire all of the outstanding securities of Alexco; and

In connection with the Arrangement, Hecla has agreed to advance to Alexco a Loan of up to $30,000,000 on the terms and conditions set forth herein.

Definitions

liens for taxes, rates, assessments or other governmental charges or levies the payment of which is not yet due, or for which instalments have been paid based on reasonable estimates pending final assessments, or if due, the validity of which is being contested diligently and in good faith by appropriate proceedings by that person and in respect of which reserves have been maintained in accordance with generally accepted accounting principles;

undetermined or inchoate liens, rights of distress and charges incidental to current operations which have not at such time been filed or exercised, or which relate to obligations not due or payable or if due, the validity of which is being contested diligently and in good faith by appropriate proceedings by that person and in respect of which reserves have been maintained in accordance with generally accepted accounting principles;

warehousemen’s, woodmen’s, carriers, maritime and other similar liens which relate to obligations not due or delinquent;

the right reserved to or vested in any governmental authority by any lease, licence, franchise, grant, permit or statutory provision to terminate any lease licence, franchise, grant or permit, or to require annual or other periodic payments as a condition to the continuance thereof;

liens securing not more than $100,000 in the aggregate at any time resulting from the deposit of cash or obligations as security when Alexco is required to do so by governmental authority or by normal business practice in connection with contracts, licences or tenders or similar matters in the ordinary course of business and for the purpose of carrying on the same or to secure workers’ compensation, surety or appeal bonds or to secure costs of litigation when required by law;

liens created under any Security Document;

liens created under the Stream Agreement;

liens in favour of other persons which have been approved by Hecla in writing in its sole and absolute discretion;

any lien securing credit cards used in ordinary course of business, provided that, such lien does not exceed, in aggregate, an amount equal to $100,000;

any lien securing capital leases or purchase money security interests, provided that, such lien is limited to the equipment purchased or leased and does not exceed the amount of the applicable purchase price, the aggregate amount secured by all such liens does not exceed an amount equal to $1,000,000; and

liens in existence on the date of this Agreement and perfected by the registration of a financing statement in the British Columbia Personal Property Registry or the Yukon Personal Property Registry as shown on the searches conducted on July 4, 2022 and attached hereto as Schedule A.

Number

Currency

Interpretation Not Affected by Headings.

Loan

Conditions Precedent

the Availability Period shall not have terminated;

there shall be no prohibition under any applicable laws against the issuance of Common Shares upon the conversion of all or any portion of the outstanding Principal Amount and any accrued and unpaid interest thereon in accordance with the terms and conditions of this Agreement;

the Toronto Stock Exchange and NYSE American shall have conditionally approved the issuance and listing of the maximum number of Common Shares then issuable by Alexco to Hecla pursuant to the exercise of the Conversion Right;

Alexco shall not be in material breach of any covenant contained in this Agreement or the Arrangement Agreement, the Arrangement Agreement shall not have terminated, and no event shall have occurred and be continuing which would permit Hecla to accelerate payment of the outstanding Principal Amount and any accrued and unpaid interest thereon pursuant to Section 2.4;

receipt by Hecla of the Budget;

receipt by Hecla of duly executed copies of the Security Documents, in form and substance satisfactory to Hecla, registered as required to perfect and maintain the security created thereby and such certificates, authorizations, resolutions and legal opinions as Hecla may reasonably require. The parties acknowledge that the consent of Wheaton will be required to enable Alexco to enter into the Security Documents (the “Wheaton Consent”).

Conditions Precedent to any Subsequent Tranche

Interest

first, by reducing the amount or rate of interest required to be paid to Hecla; and

thereafter, by reducing any fees, commissions, costs, expenses, premiums and other amounts required to be paid to Hecla which would constitute interest for purposes of section 347 of the Criminal Code (Canada).

Repayment, Conversion and Prepayment Penalty

If the Effective Date shall have occurred, the Principal Amount plus all accrued interest thereon to the date of payment, shall be repayable on December 31, 2022.

If prior to the Effective Date, the Arrangement Agreement is terminated pursuant to Section 8.2.1(a) [Mutual Agreement], 8.2.1(b)(i) [Outside Date], 8.2.1(b)(ii) [Illegality], Section 8.2.1(b)(iii) [No Shareholder Approval], 8.2.1(c)(iii) [Company Breach]; or 8.2.1(c)(v) [Material Adverse Effect] of the Arrangement Agreement, Hecla shall at its option, in its sole discretion, either:

convert the Principal Amount into fully paid and non-assessable Common Shares at the Principal Amount Conversion Price pursuant to Article 3, and convert all accrued interest on the Principal Amount to the date of payment into fully paid and non-assessable Common Shares at the Interest Conversion Price pursuant to Article 3, in each case with the Common Shares to be issued upon such conversion to be due on the Outside Date. For greater certainty, any amount of the Principal Amount plus all accrued interest thereon to the date of payment that exceeds the Conversion Limit will be due and payable in cash, which cash payment will be due and payable on the three-month anniversary of the Outside Date; or

declare the outstanding Principal Amount, plus all accrued interest thereon to the date of payment, to be due and payable in cash, with such repayment due on the three-month anniversary of the Outside Date.

if prior to the Effective Date, the Arrangement Agreement is terminated pursuant to Section 8.2.1(c)(i) [Change in Recommendation]; 8.2.1(c)(iv) [Company Breach of Non-solicit]; or 8.2.1(d) [Superior Proposal] of the Arrangement Agreement, Hecla, shall at its option, in its sole discretion, either:

convert the Principal Amount, plus the Prepayment Penalty, into fully paid and non-assessable Common Shares at the Principal Amount Conversion Price pursuant to Article 3, and convert all accrued interest on the Principal Amount to the date of payment into fully paid and non-assessable Common Shares at the Interest Conversion Price pursuant to Article 3, in each case with the Common Shares to be issued upon such conversion to be due on demand by Hecla. For greater certainty, any amount of the Principal Amount plus all accrued interest thereon to the date of payment, plus the Prepayment Penalty, that exceeds the Conversion Limit will be due and payable in cash, which cash payment will be due and payable on demand; or

declare the outstanding Principal Amount, plus all accrued interest thereon to the date of payment, plus the Prepayment Penalty, to be due and payable in cash, with such repayment due on demand by Hecla.

Acceleration

if the securities regulatory authority of any jurisdiction in Canada issues an order ceasing trading in the securities of Alexco that is not revoked within 30 days;

if the securities of Alexco are delisted from the Toronto Stock Exchange or the NYSE American prior to the Effective Date or if at any time prior to the Effective Date trading in any of Alexco’ securities on the Toronto Stock Exchange or NYSE American is suspended for a period of 30 days or more;

if an order is made, or an effective resolution is passed, for the winding-up, liquidation, administration or dissolution of Alexco; if Alexco: (i) makes a general assignment for the benefit of creditors; (ii) except for the purpose of reorganization or amalgamation of Alexco or any of its subsidiaries, institutes or has instituted against it any proceeding seeking to adjudicate it a bankrupt or insolvent, liquidation, winding-up, reorganization, arrangement (other than the Arrangement), adjustment, protection, relief or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors including any plan of compromise or arrangement or other corporate proceeding involving its creditors, or if a person takes possession of or a receiver is appointed with respect to the whole or the major part of the assets or undertaking of Alexco or any of its material subsidiaries or if distress, execution or other legal process is levied or enforced on or against the whole or the major part of the assets of Alexco or any of its material subsidiaries and is not discharged, paid out, withdrawn or removed within 30 days; or (iii) takes any corporate action to authorize any of the above actions;

if Alexco or any of its subsidiaries stops (or threatens to stop) payment of its debts generally or ceases (or threatens to cease) to carry on its business or a substantial part of its business, except where such actions are in accordance with prudent working capital management policy or good mining practice;

if Alexco or any of its material subsidiaries is deemed for the purposes of the Companies’ Creditors Arrangement Act (Canada) to be unable to pay its debts or proposes or enters into any reorganisation or special arrangement with its creditors generally;

Alexco defaults in the payment of any obligation to any Person other than Hecla, where the amount of such obligation exceeds $250,000, or in the performance or observance of any agreement in respect of any such obligation in each case where, as a result of such default, the maturity of such obligation is accelerated and all cure periods have expired;

if Alexco fails to pay when due any principal, interest, fees or other amounts due under this Agreement;

if Alexco shall breach or otherwise fail to perform or observe in a material manner any other covenant, term or condition contained in this Agreement, which breach or failure is not cured within 15 days following written notice by Hecla to Alexco,

any representation or warranty made or deemed to have been made herein or in any certificate or security provided for herein shall be false or inaccurate in any materially adverse respect;

Alexco is unable to pay its debts as such debts become due;

any provision of this Agreement or any Security Document becomes invalid or unenforceable for any reason whatsoever; or

any governmental or regulatory approvals or licenses which are material to the business of Alexco are revoked or suspended for any reason whatsoever,

Business Days

Method of Payment

Prepayment

Additional Hecla Rights Following Termination Date

subject to the terms of the Confidentiality Agreement, and subject to compliance with applicable Laws and/or any contractual obligations of Alexco or its subsidiaries, Alexco shall afford to Hecla upon reasonable notice, such access as Hecla may reasonably require at all reasonable times, including, for the purpose of facilitating integration business planning, to its officers, employees, agents, properties, books, records and contracts, and shall furnish Hecla on a timely basis with all data and information relating to ongoing development programs at the Project or as Hecla may reasonably request from time to time, including, if so requested by Hecla and at the expense of Hecla, allowing a representative of Hecla to be present at the Project;

Alexco shall diligently pursue a capital raising (a “Refinancing”) as may be necessary to repay the outstanding Repayment Amount and upon request by Hecla from time to time Alexco shall provide Hecla with a written report detailing Alexco’s progress with respect to such Refinancing and any additional information with respect thereto that Hecla reasonably requests; and

subject to applicable Laws and/or any contractual obligations of Alexco or its subsidiaries to secured lenders as at the date of a Refinancing, Alexco shall apply the net proceeds of any Refinancing toward prepayment of the Repayment Amount.

Conversion Limit

Conversion Mechanics.

No Fractional Shares.

Adjustments to Principal Amount Conversion Price.

If at any time after the date hereof Alexco: (i) subdivides the outstanding Common Shares into a greater number of shares; or (ii) consolidates the outstanding Common Shares into a smaller number of shares (either of such events being called a “Common Share Reorganization”), then the Principal Amount Conversion Price shall be adjusted effective immediately after the effective date or record date for the Common Share Reorganization, as the case may be, on which the holders of Common Shares are determined for the purpose of the Common Share Reorganization by multiplying the Principal Amount Conversion Price in effect immediately prior to such effective date or record date by a fraction, the numerator of which is the number of Common Shares outstanding on such effective date or record date before giving effect to such Common Share Reorganization and the denominator of which is the number of Common Shares outstanding immediately after giving effect to such Common Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would have been outstanding had all such securities been exchanged for or converted into Common Shares on such effective date or record date).

If at any time after the date hereof there is a reclassification of the outstanding Common Shares or a change of the Common Shares into other shares or other securities (other than a Common Share Reorganization) or a consolidation, amalgamation or merger of Alexco with or into any other corporation or other entity (other than a consolidation, amalgamation or merger which does not result in any reclassification of the outstanding Common Shares or a change of the Common Shares into other shares or other securities) (either of such events being called a “Capital Reorganization”), Hecla, upon exercising the Conversion Right after the effective date of such Capital Reorganization, shall be entitled to receive, in lieu of the number of Common Shares to which Hecla was theretofore entitled to receive upon such exercise of the Conversion Right, the aggregate number of shares, other securities or other property which Hecla would have been entitled to receive as a result of such Capital Reorganization if, on the effective date of such Capital Reorganization, Hecla had been the registered holder of the number of Common Shares to which Hecla was theretofore entitled to receive upon exercising the Conversion Right.

Rules Regarding the Calculation of Adjustments of the Principal Amount Conversion Price

The adjustments provided for in Section 3.4 are cumulative and shall, in the case of adjustments to the Principal Amount Conversion Price, be computed to the nearest one-tenth of one cent and shall be made successively whenever an event referred to therein occurs, subject to the following subsections of this Section 3.5.

No adjustment in the Principal Amount Conversion Price is required to be made unless such adjustment would result in a change of at least 1% in the prevailing Principal Amount Conversion Price; provided, however, that any adjustments which, except for the provisions of this subsection, would otherwise have been required to be made shall be carried forward and taken into account in any subsequent adjustments.

If at any time a dispute arises with respect to adjustments provided for in Section 3.4, such dispute shall be conclusively determined by the auditors of Alexco or, if they are unable or unwilling to act, by such other firm of independent chartered accountants as may be selected by the directors of Alexco and any such determination shall be binding upon Alexco and Hecla absent manifest error. In the event of such a dispute, Alexco shall provide such auditors or accountants with access to all necessary records of Alexco.

If Alexco takes any action after the date hereof, other than action described in Section 3.4 which, in the opinion of the board of directors of Alexco would materially affect the rights of Hecla hereunder, the Principal Amount Conversion Price shall be adjusted in such manner, if any, and at such time, by the directors of Alexco, but subject in all cases to any necessary regulatory approval.

Immediately after the occurrence of any event which requires an adjustment or readjustment as provided in Section 3.4, Alexco shall forthwith give notice to Hecla specifying the event requiring such adjustment or readjustment and the results thereof, including the resulting Principal Amount Conversion Price.

Security Documents

general security agreement from Alexco providing Hecla with a first ranking security interest over all of Alexco’s present and after acquired personal property, subject only to Permitted Liens;

a certificate of insurance showing Hecla as first loss payee;

officer’s certificates from Alexco certifying, among other things, copies of relevant resolutions, copies of constating documents, incumbency, copies of all material contracts and solvency;

Borrower’s solicitor’s letter of opinion; and

such other documents, certificates, resolutions and opinions as Hecla or its counsel may reasonably require.

Obligations Secured

Positive Covenants of Alexco

comply with the terms of the Arrangement Agreement;

perform all obligations on its part to be performed under the terms of this Agreement at the times and places and in the manner provided for herein;

maintain its corporate existence in good standing under the laws of the Province of British Columbia;

prior to the Effective Date, make all requisite filings under all applicable securities legislation including those necessary to maintain its status as a reporting issuer not in default in those jurisdictions where it is a reporting issuer;

carry on and conduct its business in compliance with Section 5.1 of the Arrangement Agreement and in accordance with the exploration and development plan for the Project approved by Hecla;

provide Hecla with prompt written notice of the occurrence of any event described in Section 2.6;

reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Common Shares upon any exercise of the Conversion Right and ensure that all Common Shares which shall be issued upon any exercise of the Conversion Right will be issued as fully paid and non-assessable;

prior to the Effective Date, maintain the listing of the Common Shares on the Toronto Stock Exchange and the NYSE American;

to operate its business in accordance with sound business practices and in material compliance with all Applicable Laws (including those regarding ownership of Persons carrying on the type of business that it carries on) and material contracts;

to keep its assets fully insured against such perils and in such manner as would be customarily insured by Persons carrying on a similar business or owning similar assets;

to file all tax returns which are filed by it from time to time, to pay or make provision for payment of all taxes (including interest and penalties) and Potential Prior-Ranking Claims when due, and to provide adequate reserves for the payment of any tax, the payment of which is being contested;

to comply in all material respects with all Applicable Laws;

to comply with all material terms and conditions of all insurance policies issued in respect of its assets or operations;

to keep proper books of account and records;

to obtain, as and when required, all permits and contracts that it requires to permit it to acquire, own, operate and maintain its business and property in all material respects and perform its obligations under the Loan Documents;

to maintain, preserve and keep, in all material respects, its property, plant and equipment in good repair, working order and condition (ordinary wear and tear excepted) and shall from time to time make all needed repairs, renewals, replacements, additions and betterments thereto so that at all times the efficiency thereof shall be preserved and maintained in all material respects;

to promptly give notice to the Hecla (but in any event within two Business Days) after becoming aware of the existence of any condition or event which constitutes or will constitute with the passage of time, or the occurrence of, any of the following:

any Event of Default;

the institution or threatened institution of any action, suit or proceeding against Alexco before any court, administrative agency or arbitrator, including, without limitation, any action of a foreign government or instrumentality, which, if adversely decided, would reasonably be expected to have a material adverse effect;

any information relating to Alexco which would reasonably be expected to have a material adverse effect; or

any failure by Alexco to comply with the Arrangement Agreement; and

a complete and accurate serial number (as specified under the Personal Property Security Act (British Columbia) and the Personal Property Security Act (Yukon), and any regulations to such acts) for each item of equipment that is serial numbered goods in which Alexco now has any interest, is set out in Schedule C hereto. Prior to the Initial Advance, Alexco shall provide Hecla with an updated Schedule C adding the year of make for each serial numbered good listed in Schedule C and thereafter and Alexco shall provide Hecla with an updated Schedule C, including a serial number and year of make for each piece of equipment listed therein, to the extent any serial numbered equipment, which individually or in the aggregate is material, is acquired after the date of this Agreement.

Negative Covenants of Alexco

change in any material respect the nature of its business or operations as presently carried on;

apply the proceeds of the Loan for any purpose other than as set out in the Budget;

create, incur, assume or permit the existence of any debt other than debt approved in the Budget, approved by Hecla, such approval not to be unreasonably withheld, conditioned or delayed, or debt secured by a Permitted Lien;

create, incur, assume, cause or permit any Lien upon or in respect of any of its real or personal property, except for Permitted Liens;

do anything to adversely affect the ranking or validity of the Security Documents except by incurring a Permitted Lien;

make any loans to employees, grant any guarantee or financial assistance, assume any contingent liability, make any investment or enter into any transactions with affiliates, except for those currently held, intercompany loans required to make payments set forth in the Budget, and in amounts approved by Hecla, such approval not to be unreasonably withheld, conditioned or delayed;

make any capital expenditure unless such capital expenditure is set out in the Budget or is reviewed and approved by Hecla, such approval not to be unreasonably withheld, conditioned or delayed;

make any sale, transfer or other disposition of property other than:

sales of inventory in the ordinary course of business; or

dispositions of worn or obsolete equipment,

pay any dividend, make any distribution to shareholders or repurchase any of its own equity;

organize or invest in any new corporation, partnership, joint venture, limited liability company, trust or estate;

except as permitted under the Arrangement Agreement, issue any securities, including convertible securities.

Representations and Warranties of Alexco

it has the necessary corporate power and capacity to enter into and perform its obligations hereunder and all necessary consents, licences and permits required to be obtained by Alexco in order to carry out the transactions contemplated hereby have been obtained;

the execution, delivery and performance by Alexco of this Agreement and the obligations of Alexco hereunder have been duly authorized by all necessary corporate action and this Agreement has been duly executed and delivered by Alexco and constitutes a legal, valid and binding obligation of Alexco enforceable against Alexco in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable laws relating to or affecting creditors’ rights generally and to general principles of equity;

the Common Shares issued upon conversion of any Repayment Amount into Common Shares in accordance with this Agreement shall be issued as outstanding Common Shares registered in the name of Hecla (or as Hecla may direct in writing) on the Conversion Date and shall be issued as fully paid and non-assessable shares free and clear of any liens or encumbrances;

neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby shall contravene, conflict with or result in a violation of the notice of articles, articles or resolutions of Alexco or, subject to receipt of the Wheaton Consent, the terms of any agreement or instrument to which Alexco or any affiliate of Alexco is a party or result in the triggering of any registration rights, rights to acquire Common Shares or consent obligations on Alexco or any affiliate of Alexco pursuant to any agreement or instrument to which Alexco or an affiliate of Alexco is a party;

no order ceasing or suspending trading in securities of Alexco nor prohibiting the sale of any such securities has been issued and is outstanding against Alexco or its directors, officers or promoters.

it has filed all tax returns which were required to be filed by it, paid or made provision for payment of all taxes (including interest and penalties) and Potential Prior-Ranking Claims which are due and payable, and provided adequate reserves for payment of any tax, the payment of which is being contested;

subject only to Permitted Liens, it has good and marketable title to all of its properties and assets including without limitation all licenses, copyrights , trademarks and other· intellectual property, free and clear of any encumbrances, other than as may be provided for herein;

there is no claim, action, prosecution or other proceeding of any kind pending or threatened in writing against it or any of its assets or properties before any court or administrative agency which relates to any non-compliance with any environmental Applicable Law which, if adversely determined, might have a material adverse effect upon its financial condition or operations or its ability to perform its obligations under this Agreement or any of the Security Documents, and there are no circumstances of which it is aware which might give rise to any such proceeding which it has not fully disclosed to Hecla;

there are no litigation proceedings, arbitration proceedings, insolvency proceedings, labour disputes, claims, actions, prosecutions or other proceedings of any kind existing, pending or, to the best of its knowledge, threatened against it, before any court or administrative agency or tribunal of any country which, separately or in the aggregate, could reasonably be expected to materially and adversely affect its financial condition, its assets or operations or its ability to perform its obligations under the Loan Documents;

it is in compliance, in all material respects, with all terms and conditions of all insurance policies issued in respect its assets or operations;

except for registrations or filings required to preserve, protect or perfect the Security Documents, all orders, consents, licenses, approvals, permits, authorizations, filings and registrations with all governmental authorities, departments, branches or agencies of the government of Canada or any Province thereof, which are required or advisable for the execution, the delivery and the performance by it of this Agreement and the Security Documents have been duly obtained or made, and are in full force and effect;

it has in full force and effect such policies of insurance in such amounts issued by insurers of recognized standing insuring its properties and operations in such a form as would be customarily held by Persons carrying on a similar business or owning similar assets; and

there are no liens or encumbrances registered against the assets of Alexco, other than Permitted Liens.

Representations and Warranties of Hecla

it hereby acknowledges that: (i) no representation or warranty has been made respecting the hold periods imposed by applicable securities laws or other applicable resale restrictions which restrict the ability of Hecla to resell the Common Shares to be issued upon the conversion of all or any portion of the Repayment Amount into Common Shares; (ii) Hecla is solely responsible to determine what these restrictions are; and (iii) Hecla is solely responsible (and Alexco is in no way responsible) for compliance with applicable resale restrictions;

it is aware and accepts that the Common Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state of the United States and, subject to certain exemptions, may not be offered or sold in the United States or to, or for the account or benefit of, any U.S. Person. “U.S. Person” has the meaning set forth in Rule 902 of Regulation S under the U.S. Securities Act. Hecla acknowledges that, subject to certain exceptions provided under the U.S. Securities Act, the Common Shares may not be offered, sold or otherwise transferred to, or exercised by, any person. “United States” means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

it understands and acknowledges that the Common Shares will be subject to certain resale and transfer restrictions under applicable Canadian securities laws and stock exchange policies, that it has been advised to consult its own legal advisors with respect to applicable resale and transfer restrictions, and that it is solely responsible for complying with such restrictions.

if required by applicable securities laws, it shall execute, deliver and file or assist Alexco in filing such reports, undertakings and other documents with respect to the Loan and the issuance of the Common Shares issued upon the conversion of the Repayment Amount into Common Shares as may be required by applicable securities laws;

it hereby acknowledges that it has not received or been provided, and shall not receive or be provided, with a prospectus or an offering memorandum within the meaning of applicable securities laws, or any sales or advertising literature in connection with the Loan or issuance of Common Shares upon the conversion of all or any portion of the Repayment Amount into Common Shares;

it hereby acknowledges that there are risks associated with an investment in securities of Alexco and Hecla is knowledgeable and experienced in business and financial matters and is capable of evaluating the merits and risks of an investment in securities of Alexco and is capable of bearing the economic risk of such investment; and

it hereby acknowledges that the completion of the transactions contemplated by this Agreement may require Hecla to provide certain personal information to Alexco, that such information is being or shall be collected by Alexco for the purposes of completing such transaction, which includes without limitation determining the eligibility of Hecla to acquire securities of Alexco under applicable securities laws, preparing and registering certificates representing the securities of Alexco that may be issued to Hecla and completing filings required by any stock exchange or securities regulatory authority, that such personal information may be disclosed by Alexco to securities regulatory authorities, the Canada Revenue Agency and any of the other persons involved in the completion of such transactions, including legal counsel, and that by executing this Agreement Hecla is deemed to be consenting to the foregoing collection, use and disclosure of such personal information.

Survival

Payments not subject to taxes

Payment of taxes by Alexco

to pay over to the government or taxing authority imposing such tax the full amount of taxes (the “Tax Amount”) required to be deducted or withheld in respect thereof (including, without limitation, the full amount of any tax required to be deducted or withheld from or otherwise paid in respect of any related Tax Reimbursement Amount (as defined below)); and

to pay to Hecla such additional amount (the “Tax Reimbursement Amount”) as is necessary in order that the amount received by Hecla, on the date such payment is due after any required deduction or withholding of such tax (including, without limitation, any required deduction or withholding of tax on or with respect to such Tax Reimbursement Amount), shall equal the amount Hecla would have received had no such deduction, withholding or other payment of such tax been required.

Other Taxes

Tax Indemnity

Survival of Obligation.

Indemnity

Currency Indemnity

any amount payable by Alexco under this Agreement is received by Hecla in a currency (the “Payment Currency”) other than the currency in which the Loan was made (the “Agreed Currency”), whether voluntarily or pursuant to an order, judgment or decision of any court, tribunal, arbitration panel or administrative agency or as a result of any bankruptcy, receivership, liquidation or other insolvency type proceedings or otherwise; and

the amount so produced by converting the Payment Currency so received into the Agreed Currency is less than the relevant amount of the Agreed Currency;

the amount so received shall constitute a discharge of the liability of Alexco under this Agreement only to the extent of the amount produced pursuant to the conversion described in clause (b) above; and

Alexco shall indemnify and save Hecla harmless from and against such deficiency and any loss or damage arising as a result thereof.

Environmental Indemnity

Waiver

Notices

Severability

Time of Essence

Successors and Assigns

Governing Law

Counterparts and Facsimiles

Entire Agreement

Fees and Expenses

Principal Amount and any applicable Prepayment Penalty:

Principal Amount Conversion Price:

Accrued interest:

Interest Conversion Price:

Common Shares to be issued:

the representations and warranties of Hecla set forth in Section 6.2 of the Loan Agreement are true and correct in all material respects as of the date hereof as if made on and as of such date; and

based on the number of issued and outstanding Common Shares as publicly disclosed by Alexco, the conversion of the Repayment Amount in the amount elected herein shall not result in the Conversion Limit (as defined in the Loan Agreement) being exceeded.

Amendment of Section 3.1 of the Bridge Loan Agreement. This letter agreement confirms the understanding and agreement of the parties with respect to the Conversion Limit as set out in section 3.1 of the Bridge Loan Agreement. The parties hereby agree that the maximum number of Common Shares that may be issuable is 21,488,634. To the extent that Hecla or its affiliates may hold less than 19.9% of the Common Shares following such conversion, the parties agree and acknowledge that it will be necessary to seek further approvals from the Toronto Stock Exchange and NYSE American, and the conversion price may be subject to change due to regulatory requirements.

General.

This letter agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein.

This letter agreement enures to the benefit of and is binding upon the parties and their successors and permitted assigns.

This letter agreement will not be assignable by any party without the prior written consent of the other party; provided, that this letter agreement will be binding upon, and enure to the benefit of the respective successors and assigns of the parties.

This letter agreement may be executed by the parties in counterparts and delivered by facsimile or other electronic means, each of which shall constitute an original and all of which shall together constitute one and the same instrument.

/s/ Russell D. Lawlar

Definitions in Arrangement Agreement

General

at the Alexco Meeting (including in connection with any separate vote of any sub-group of securityholders of Alexco 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 Alexco Shareholders with respect to the Alexco Resolution is sought, the Shareholder shall cause all of [his/her/its] Subject Shares to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) all of [his/her/its] Subject Shares (i) in favour of the approval of the Alexco 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 Alexco (including in connection with any separate vote of any sub-group of securityholders of Alexco 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 Alexco Shareholders is sought (including by written consent in lieu of a meeting), the Shareholder shall cause [his/her/its] applicable Subject Securities to be counted as present for purposes of establishing quorum and shall vote (or cause to be voted) [his/her/its] Subject Securities against any (i) Alexco 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 in this Agreement;

as promptly as practicable following the mailing of the Alexco Circular and in any event no later than 10 Business Days prior to the date of the Alexco Meeting, the Shareholder shall deliver or cause to be delivered to the Alexco, with a copy (by email) to Hecla concurrently, duly executed proxies or voting instruction forms voting the Subject Securities (i) in favour of the approval of the Alexco 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 Hecla;

[except in [his/her] capacity as a director or officer to the extent permitted by the Arrangement Agreement,]¹ the Shareholder shall not, directly or indirectly:

Note: Include for D&Os.

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 Alexco or any of its subsidiaries) any inquiry, proposal or offer that constitutes or may 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 Hecla and its subsidiaries or affiliates) in respect of any inquiry, proposal or offer that constitutes or may 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 the Alexco for the purpose of considering any resolution related to any Acquisition Proposal and/or any matter that could 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 Hecla 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 promptly notify Hecla of any Acquisition Proposal received after the date hereof by the Shareholder or any inquiry, proposal or offer made by a third party to the Shareholder regarding a potential Acquisition Proposal, whether received by the Shareholder directly or through any officer, director, employee, representative or agent of the Shareholder. Such notice shall include the identity of the third party making such Acquisition Proposal, inquiry, proposal or offer and the material terms and conditions thereof. The Shareholder shall keep Hecla fully informed on a current basis of the status of developments and discussions and negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including any material changes, modifications or other amendments thereto;]²

Note: Include for ALM Investments ULC.

the Shareholder shall not directly or indirectly, without the prior written consent of Hecla (such consent not to be unreasonably withheld 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 (A) pursuant to the Plan of Arrangement, (B) to another Shareholder party to this Agreement, (C) the exercise of Subject Securities for Alexco Shares, or (D) to a Person controlled by a Shareholder who, prior to any such Transfer, executes an Agreement in favour of Hecla in the same form as this Agreement; (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 Alexco Meeting in connection therewith; and

the Shareholder shall promptly notify Hecla of the amount of any equity or debt securities of Alexco acquired by the Shareholder after the date hereof, other than any Alexco Shares acquired by or on behalf of the Shareholder pursuant to the Alexco Long Term 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 [his/her/its] obligations hereunder.

Note: Include for D&Os.

Authorization. If applicable, the execution, delivery and performance of this Agreement by the Shareholder has been duly authorized by [his/her/its] [board of directors]⁴ and no other approvals or proceedings on [his/her/its] 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 [his/her/its] name in Schedule A attached hereto.

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

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 [his/her/its] ability to enter into this Agreement and to perform [his/her/its] 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 Shares set out next to [his/her/its] 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 Hecla

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

Note: Include for ALM Investments ULC.

Authorization. The execution, delivery and performance of this Agreement and the Arrangement Agreement by Hecla has been duly authorized by its respective 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 Hecla and constitutes its legal, valid and binding obligations, enforceable against Hecla 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 Hecla 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 respective articles or by-laws (or other constating documents); or

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

Automatic Termination

Termination by the Shareholder or Hecla

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

by Hecla 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 Hecla 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 or Hecla 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 would result in a decrease in the amount of Consideration set out in the Arrangement Agreement (provided that a decrease in the market price of the Hecla Shares will not constitute a decrease in the amount of Consideration payable for the Subject Securities).

Effect of Termination

Notices

if to Hecla:

if to the Shareholder:

Name of Shareholder]

Alexco Resource Corp.

1225, Two Bentall Centre, Box 216

Burrard Street

British Columbia V7X 1M9

Clark

        mclark@alexcorersource.com

a copy (which shall not constitute notice) to:

Cassels & Graydon LLP

2600, 595 Burrard Street

B.C. V7X 1L3

McKoen

steven.mckoen@blakes.com

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 would 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 Hecla, on the other hand, of any of their respective covenants or obligations set forth in this Agreement, Hecla, 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 to prove actual damages and 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

Number of Subject Securities