Common use of TRANSACTION NOTICE Clause in Contracts

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with BMOCM under, and pursuant to, that certain Equity Distribution Agreement between the Company and BMOCM, dated [_______], 20[__] (the "Agreement"). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [_______], 20[__], [_______], 20[__] . . . [_______], 20[__] Maximum Number of Shares to be Sold in the Aggregate: [_______] Maximum Number of Shares to be Sold on each Trading Day: [_______] Floor Price: USD[__.__] Very truly yours, FIRST MAJESTIC SILVER CORP. By:______________________________ Name: Title: Accepted and agreed as of the date first above written: BMO CAPITAL MARKETS CORP. By:______________________________ Name: Title: EXHIBIT B FIRST MAJESTIC SILVER CORP. Common Shares TERMS AGREEMENT [_______], 20[__] BMO Capital Markets Corp. 0 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: First Majestic Silver Corp., a British Columbia corporation (the "Company"), proposes, subject to the terms and conditions stated herein, in Schedule hereto and in the Equity Distribution Agreement, dated [_______], 20[__] (the "Equity Distribution Agreement"), between the Company and BMO Capital Markets Corp. ("BMOCM"), to issue and sell to BMOCM [_______]of the Company's common shares, no par value per share (the "Purchased Shares")[, and, solely for the purpose of covering over-allotments, to grant to BMOCM the option to purchase an additional [_______] shares of such common shares (the "Additional Shares")]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [BMOCM shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by BMOCM to the Company for the Purchased Shares. This option may be exercised by BMOCM at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the "Option Settlement Date"); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by BMOCM, as agent of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to BMOCM is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to BMOCM, and BMOCM agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between BMOCM and the Company. FIRST MAJESTIC SILVER CORP. By:___________________________ Name: Title: Accepted and agreed as of the date first above written: BMO CAPITAL MARKETS CORP. By:_____________________________ Name: Title: Schedule to Terms Agreement [Price to Public: USD[__.__] per share] Purchase Price by BMOCM: USD[__.__] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.] Method of Delivery: [To BMOCM's account, or the account of BMOCM's designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.] Settlement Date: [_______], 20[__] Closing Location: [_______] Documents to be Delivered: The following documents referred to in the Equity Distribution Agreement shall be delivered as a condition to the closing (which documents shall be dated on or as of the date of the Terms Agreement to which this Scheduled is annexed): the officer's certificate referred to in Section 4(c); the legal opinions referred to in Section 4(e) and Section 3(q); the "comfort letter" referred to in Section 4(f); and such other documents as BMOCM shall reasonably request. [Indemnity: [_______]] [Lockup: In addition to, and without limiting the generality of, the covenant set forth in Section 3(l) of the Equity Distribution Agreement, [________].]

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with BMOCM the Agent under, and pursuant to, that certain Equity Distribution Agreement between the Company and BMOCMthe Agent, dated [_______]June 29, 20[__] 2023 (the "“Agreement"”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Offered Shares may be Soldsold: [_______], 20[__], [_______], 20[__] . . . [_______], 20[__] Maximum Number [Number]/[Value] of Offered Shares to be Sold sold in the Aggregate: [_______] Maximum Number [Number]/[Value] of Offered Shares to be Sold sold on each Trading Day: [_______] Stock exchange: [_______] Floor Price: USD$[__.__] Very truly yours, FIRST MAJESTIC SILVER CORP. By:______________________________ SOLARBANK CORPORATION by its authorized signatory Name: Title: Accepted and agreed as of the date first above written: BMO RESEARCH CAPITAL MARKETS CORP. By:______________________________ CORPORATION by its authorized signatory Name: Title: EXHIBIT B FIRST MAJESTIC SILVER CORP. Common Shares TERMS AGREEMENT [_______], 20[__] BMO Capital Markets Corp. 0 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: First Majestic Silver Corp., a British Columbia corporation (the "Company"), proposes, subject to the terms and conditions stated herein, in Schedule hereto and in the Equity Distribution Agreement, dated [_______], 20[__] (the "Equity Distribution Agreement"), between the Company and BMO Capital Markets Corp. ("BMOCM"), to issue and sell to BMOCM [_______]of the Company's common shares, no par value per share (the "Purchased Shares")[, and, solely for the purpose of covering over-allotments, to grant to BMOCM the option to purchase an additional [_______] shares of such common shares (the "Additional Shares")]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [BMOCM shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by BMOCM to the Company for the Purchased Shares. This option may be exercised by BMOCM at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the "Option Settlement Date"); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by BMOCM, as agent of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to BMOCM is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to BMOCM, and BMOCM agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between BMOCM and the Company. FIRST MAJESTIC SILVER CORP. By:___________________________ Name: Title: Accepted and agreed as of the date first above written: BMO CAPITAL MARKETS CORP. By:_____________________________ Name: Title: Schedule to Terms Agreement [Price to Public: USD[__.__] per share] Purchase Price by BMOCM: USD[__.__] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.] Method of Delivery: [To BMOCM's account, or the account of BMOCM's designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.] Settlement Date: [_______], 20[__] Closing Location: [_______] Documents to be Delivered: The following documents referred to in the Equity Distribution Agreement shall be delivered as a condition to the closing (which documents shall be dated on or as of the date of the Terms Agreement to which this Scheduled is annexed): the officer's certificate referred to in Section 4(c); the legal opinions referred to in Section 4(e) and Section 3(q); the "comfort letter" referred to in Section 4(f); and such other documents as BMOCM shall reasonably request. [Indemnity: [_______]] [Lockup: In addition to, and without limiting the generality of, the covenant set forth in Section 3(l) of the Equity Distribution Agreement, [________].]

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with BMOCM [Research Capital Corporation / Research Capital USA Inc.] under, and pursuant to, that certain Amended and Restated Equity Distribution Agreement between the Company and BMOCMthe Agents, dated [_______]May 23, 20[__] 2024 (the "“Agreement"”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Offered Shares may be Soldsold: [_______], 20[__], [_______], 20[__] . . . [_______], 20[__] Maximum Number [Number]/[Value] of Offered Shares to be Sold sold in the Aggregate: [_______] Maximum Number [Number]/[Value] of Offered Shares to be Sold sold on each Trading Day: [_______] Stock exchange: [_______] Floor Price: USD[US/C]$[__.__] Very truly yours, FIRST MAJESTIC SILVER CORP. By:______________________________ SOLARBANK CORPORATION by its authorized signatory Name: Title: Accepted and agreed as of the date first above written: BMO [RESEARCH CAPITAL MARKETS CORP. By:______________________________ CORPORATION / RESEARCH CAPITAL USA INC.] by its authorized signatory Name: Title: EXHIBIT B FIRST MAJESTIC SILVER CORP. Common Shares TERMS AGREEMENT [_______], 20[__] BMO Capital Markets Corp. 0 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: First Majestic Silver Corp., a British Columbia corporation (the "Company"), proposes, subject to the terms and conditions stated herein, in Schedule hereto and in the Equity Distribution Agreement, dated [_______], 20[__] (the "Equity Distribution Agreement"), between the Company and BMO Capital Markets Corp. ("BMOCM"), to issue and sell to BMOCM [_______]of the Company's common shares, no par value per share (the "Purchased Shares")[, and, solely for the purpose of covering over-allotments, to grant to BMOCM the option to purchase an additional [_______] shares of such common shares (the "Additional Shares")]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [BMOCM shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by BMOCM to the Company for the Purchased Shares. This option may be exercised by BMOCM at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the "Option Settlement Date"); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by BMOCM, as agent of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to BMOCM is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to BMOCM, and BMOCM agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between BMOCM and the Company. FIRST MAJESTIC SILVER CORP. By:___________________________ Name: Title: Accepted and agreed as of the date first above written: BMO CAPITAL MARKETS CORP. By:_____________________________ Name: Title: Schedule to Terms Agreement [Price to Public: USD[__.__] per share] Purchase Price by BMOCM: USD[__.__] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.] Method of Delivery: [To BMOCM's account, or the account of BMOCM's designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.] Settlement Date: [_______], 20[__] Closing Location: [_______] Documents to be Delivered: The following documents referred to in the Equity Distribution Agreement shall be delivered as a condition to the closing (which documents shall be dated on or as of the date of the Terms Agreement to which this Scheduled is annexed): the officer's certificate referred to in Section 4(c); the legal opinions referred to in Section 4(e) and Section 3(q); the "comfort letter" referred to in Section 4(f); and such other documents as BMOCM shall reasonably request. [Indemnity: [_______]] [Lockup: In addition to, and without limiting the generality of, the covenant set forth in Section 3(l) of the Equity Distribution Agreement, [________].]

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with BMOCM the Agents under, and pursuant to, that certain Equity Distribution Agreement between the Company and BMOCMthe Agents, dated [_______]June 22, 20[__] 2021 (the "“Agreement"”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [_______], 20[__], [_______], 20[__] . . . [_______], 20[__] Maximum Number [Number]/[Value] of Shares to be Sold in the Aggregate: [_______] Maximum Number [Number]/[Value] of Shares to be Sold on each Trading Day: [_______] Floor PriceStock exchange: USD[__.__] Very truly yours, FIRST MAJESTIC SILVER CORP. By:_______] Floor Price: C$[_______________________ ] Percentage of Commission: 2.5% 36 Very truly yours, NOMAD ROYALTY COMPANY LTD. By: Name: Title: By: Name: Title: Accepted and agreed as of the date first above written: BMO CAPITAL MARKETS CORPCORMARK SECURITIES INC. By:______________________________ : Name: Title: 37 EXHIBIT B FIRST MAJESTIC SILVER CORP. Common Shares TERMS AGREEMENT [_______], 20[__] BMO Capital Markets Corp. 0 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: First Majestic Silver Corp., a British Columbia corporation (the "Company"), proposes, subject to the terms and conditions stated herein, in Schedule hereto and in the Equity Distribution Agreement, dated [_______], 20[__] (the "Equity Distribution Agreement"), between the Company and BMO Capital Markets Corp. ("BMOCM"), to issue and sell to BMOCM [_______]Form of the Company's common shares, no par value per share (the "Purchased Shares")[, and, solely for the purpose Opinion of covering over-allotments, to grant to BMOCM the option to purchase an additional [_______] shares of such common shares (the "Additional Shares")]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [BMOCM shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by BMOCM to the Company for the Purchased Shares. This option may be exercised by BMOCM at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice Legal Counsel to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the "Option Settlement Date"); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by BMOCM, as agent of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to BMOCM is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to BMOCM, and BMOCM agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between BMOCM and the Company. FIRST MAJESTIC SILVER CORP. By:___________________________ Name: Title: Accepted and agreed as of the date first above written: BMO CAPITAL MARKETS CORP. By:_____________________________ Name: Title: Schedule to Terms Agreement [Price to Public: USD[__.__] per share] Purchase Price by BMOCM: USD[__.__] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.] Method of Delivery: [To BMOCM's account, or the account of BMOCM's designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.] Settlement Date: [_______], 20[__] Closing Location: [_______] Documents to be Delivered: The following documents referred to in the Equity Distribution Agreement shall be delivered as a condition to the closing (which documents shall be dated on or as of the date of the Terms Agreement to which this Scheduled is annexed): the officer's certificate referred to in Section 4(c); the legal opinions referred to in Section 4(e) and Section 3(q); the "comfort letter" referred to in Section 4(f); and such other documents as BMOCM shall reasonably request. [Indemnity: [_______]] [Lockup: In addition to, and without limiting the generality of, the covenant set forth in Section 3(l) of the Equity Distribution Agreement, [________].]

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with BMOCM [●] under, and pursuant to, that certain Equity Distribution Agreement between the Company and BMOCMBMO Capital Markets Corp., B. Xxxxx FBR, Inc., D.X. Xxxxxxxx & Co., Jxxxxx Mxxxxxxxxx Xxxxx LLC, J.X. Xxxxxx Securities LLC and RBC Capital Markets, LLC (each an “Agent” and collectively, the “Agents”), dated February [_______], 20[__] 2020 (the "“Agreement"”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [_______], 20[__], [_______], 20[__] . . . [_______], 20[__] Maximum Number of Shares to be Sold in the Aggregate: [_______] Maximum Number of Shares to be Sold on each Trading Day: [_______] Floor Price: USD[__.__] Very truly yours, FIRST MAJESTIC SILVER CORP. By:______________________________ Name: Title: Accepted and agreed as of the date first above written: BMO CAPITAL MARKETS CORP. By:______________________________ Name: Title: EXHIBIT B FIRST MAJESTIC SILVER CORP. Common Shares TERMS AGREEMENT [_______], 20[__] BMO Capital Markets Corp. 0 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: First Majestic Silver Corp., a British Columbia corporation (the "Company"), proposes, subject to the terms and conditions stated herein, in Schedule hereto and in the Equity Distribution Agreement, dated [_______], 20[__] (the "Equity Distribution Agreement"), between the Company and BMO Capital Markets Corp. ("BMOCM"), to issue and sell to BMOCM [_______]of the Company's common shares, no par value per share (the "Purchased Shares")[, and, solely for the purpose of covering over-allotments, to grant to BMOCM the option to purchase an additional [_______] shares of such common shares (the "Additional Shares")]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [BMOCM shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by BMOCM to the Company for the Purchased Shares. This option may be exercised by BMOCM at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the "Option Settlement Date"); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by BMOCM, as agent of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to BMOCM is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to BMOCM, and BMOCM agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between BMOCM and the Company. FIRST MAJESTIC SILVER CORP. By:___________________________ Name: Title: Accepted and agreed as of the date first above written: BMO CAPITAL MARKETS CORP. By:_____________________________ Name: Title: Schedule to Terms Agreement [Price to Public: USD[__.__] per share] Purchase Price by BMOCM: USD[__.__] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.] Method of Delivery: [To BMOCM's account, or the account of BMOCM's designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.] Settlement DateCompensation: [_______]% of the gross proceeds from the sale of Shares Very truly yours, 20[__] Closing LocationMONMOUTH REAL ESTATE INVESTMENT CORPORATION By: [_______] Documents to be DeliveredName: The following documents referred to in the Equity Distribution Agreement shall be delivered as a condition to the closing (which documents shall be dated on or Title: Confirmed as of the date of the Terms Agreement to which this Scheduled is annexed): the officer's certificate referred to in Section 4(c); the legal opinions referred to in Section 4(e) and Section 3(q); the "comfort letter" referred to in Section 4(f); and such other documents as BMOCM shall reasonably requestfirst above mentioned: BMO CAPITAL MARKETS CORP. [IndemnityBy: [_______]] [LockupName: In addition to, and without limiting the generality of, the covenant set forth in Section 3(l) of the Equity Distribution Agreement, [________].]Title:

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with BMOCM [•] under, and pursuant to, that certain Equity Distribution Agreement between the Company American Finance Trust, Inc., a Maryland corporation (the “Company”), and BMOCMAmerican Finance Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), BMO Capital Markets Corp., BBVA Securities Inc., X. Xxxxx FBR, Inc., Citizens Capital Markets, Inc., KeyBanc Capital Markets Corp., Ladenburg Xxxxxxxx & Co. Inc. and SunTrust Xxxxxxxx Xxxxxxxx, Inc. (each an “Agent” and collectively, the “Agents”), dated [_______May [ ], 20[__] 2019 (the "“Agreement"”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [_______], 20[__], [_______], 20[__] . . . [_______], 20[__] Maximum Number of Shares to be Sold in the Aggregate: [_______] Maximum Number of Shares to be Sold on each Trading Day: [_______] Floor Price: USD[__.__] Very truly yours, FIRST MAJESTIC SILVER CORP. By:Compensation: [______________________________ ]% of the gross proceeds from the sale of Shares Very truly yours, AMERICAN FINANCE TRUST, INC. By: Name: Title: AMERICAN FINANCE OPERATING PARTNERSHIP, L.P. By: Name: Title: Accepted and agreed as of the date first above written: BMO CAPITAL MARKETS CORP. [•] By:______________________________ Name: Title: EXHIBIT B FIRST MAJESTIC SILVER CORP. Common Shares [NAME OF COMPANY] 7.50% Series A Cumulative Redeemable Perpetual Preferred Stock TERMS AGREEMENT [_______], 20[__] BMO Capital Markets Corp. 0 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 [•] Ladies and Gentlemen: First Majestic Silver Corp.American Finance Trust, Inc., a British Columbia Maryland corporation (the "“Company"”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated May [ ], 2019 (the “Equity Distribution Agreement”), between the Company and American Finance Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), BMO Capital Markets Corp., BBVA Securities Inc., X. Xxxxx FBR, Inc., Citizens Capital Markets, Inc., KeyBanc Capital Markets Corp., Ladenburg Xxxxxxxx & Co. Inc. and SunTrust Xxxxxxxx Xxxxxxxx, Inc. (each an “Agent” and collectively, the “Agents”), to issue and sell to [•] [_______], 20[__] (the "Equity Distribution Agreement"), between the Company and BMO Capital Markets Corp. ("BMOCM"), to issue and sell to BMOCM [_______]shares of the Company's common shares, no par value per share ’s 7.50% Series A Cumulative Redeemable Perpetual Preferred Stock (the "“Purchased Shares")”) [, and, solely for the purpose of covering over-allotments, to grant to BMOCM [•] the option to purchase an additional [_______] shares of such common shares preferred stock (the "“Additional Shares"”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [BMOCM [•] shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by BMOCM [•] to the Company for the Purchased Shares. This option may be exercised by BMOCM [•] at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the "“Option Settlement Date"”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by BMOCM[•], as agent of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to BMOCM [•] is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to BMOCM[•], and BMOCM [•] agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between BMOCM [•] and the Company. FIRST MAJESTIC SILVER CORPAMERICAN FINANCE TRUST, INC. By:___________________________ : Name: Title: AMERICAN FINANCE OPERATING PARTNERSHIP, L.P. By: Name: Title: Accepted and agreed as of the date first above written: BMO CAPITAL MARKETS CORP. [•] By:_____________________________ Name: Title: Schedule to Terms Agreement [Price to Public: USD[__.__] per share] Purchase Price by BMOCM[•]: USD[__.__] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.] Method of Delivery: [To BMOCM's account, or the account of BMOCM's designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.] Settlement Date: [_______], 20[__] Closing Location: [_______] Documents to be Delivered: The following documents referred to in the Equity Distribution Agreement shall be delivered as a condition to the closing (which documents shall be dated on or as of the date of the Terms Agreement to which this Scheduled is annexed): the officer's certificate referred to in Section 4(c); the legal opinions referred to in Section 4(e) and Section 3(q); the "comfort letter" referred to in Section 4(f); and such other documents as BMOCM shall reasonably request. [Indemnity: [_______]] [Lockup: In addition to, and without limiting the generality of, the covenant set forth in Section 3(l) of the Equity Distribution Agreement, [________].]

TRANSACTION NOTICE. Ladies and Gentlemen: The purpose of this Transaction Notice is to propose certain terms of the Agency Transaction entered into with BMOCM [•] under, and pursuant to, that certain Equity Distribution Agreement between the Company American Finance Trust, Inc., a Maryland corporation (the “Company”), and BMOCMAmerican Finance Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), BMO Capital Markets Corp., BBVA Securities Inc., X. Xxxxx FBR, Inc., Citizens Capital Markets, Inc., KeyBanc Capital Markets Corp., Ladenburg Xxxxxxxx & Co. Inc. and SunTrust Xxxxxxxx Xxxxxxxx, Inc. (each an “Agent” and collectively, the “Agents”), dated [_______May [ ], 20[__] 2019 (the "“Agreement"”). Please indicate your acceptance of the proposed terms below. Upon acceptance, the particular Agency Transaction to which this Transaction Notice relates shall supplement, form a part of, and be subject to, the Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. The terms of the particular Agency Transaction to which this Transaction Notice relates are as follows: Trading Day(s) on which Shares may be Sold: [_______], 20[__], [_______], 20[__] . . . [_______], 20[__] Maximum Number of Shares to be Sold in the Aggregate: [_______] Maximum Number of Shares to be Sold on each Trading Day: [_______] Floor Price: USD[__.__] Very truly yours, FIRST MAJESTIC SILVER CORP. By:Compensation: [______________________________ ]% of the gross proceeds from the sale of Shares Very truly yours, AMERICAN FINANCE TRUST, INC. By: Name: Title: AMERICAN FINANCE OPERATING PARTNERSHIP, L.P. By: Name: Title: Accepted and agreed as of the date first above written: BMO CAPITAL MARKETS CORP. [•] By:______________________________ Name: Title: EXHIBIT B FIRST MAJESTIC SILVER CORP. [NAME OF COMPANY] Class A Common Shares Stock TERMS AGREEMENT [_______], 20[__] BMO Capital Markets Corp. 0 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 [•] Ladies and Gentlemen: First Majestic Silver Corp.American Finance Trust, Inc., a British Columbia Maryland corporation (the "“Company"”), proposes, subject to the terms and conditions stated herein, in the Schedule hereto and in the Equity Distribution Agreement, dated May [ ], 2019 (the “Equity Distribution Agreement”), between the Company and American Finance Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), BMO Capital Markets Corp., BBVA Securities Inc., X. Xxxxx FBR, Inc., Citizens Capital Markets, Inc., KeyBanc Capital Markets Corp., Ladenburg Xxxxxxxx & Co. Inc. and SunTrust Xxxxxxxx Xxxxxxxx, Inc. (each an “Agent” and collectively, the “Agents”), to issue and sell to [•] [_______]] shares of the Company’s Class A common stock, 20par value $[_.__] (the "Equity Distribution Agreement"), between the Company and BMO Capital Markets Corp. ("BMOCM"), to issue and sell to BMOCM [_______]of the Company's common shares, no par value per share (the "“Purchased Shares")”) [, and, solely for the purpose of covering over-allotments, to grant to BMOCM [•] the option to purchase an additional [_______] shares of such common shares stock (the "“Additional Shares"”)]. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement. [BMOCM [•] shall have the right to purchase from the Company all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Purchased Shares at the same purchase price per share to be paid by BMOCM [•] to the Company for the Purchased Shares. This option may be exercised by BMOCM [•] at any time (but not more than once) on or before the thirtieth day following the date of this Terms Agreement, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date, the "“Option Settlement Date"”); provided, however, that the Option Settlement Date shall not be earlier than the Settlement Date (as set forth in the Schedule hereto) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised. Payment of the purchase price for the Additional Shares shall be made at the Option Settlement Date in the same manner and at the same office as the payment for the Purchased Shares.] Each of the provisions of the Equity Distribution Agreement not specifically related to the solicitation by BMOCM[•], as agent of the Company, of offers to purchase Shares in Agency Transactions is incorporated herein by reference in its entirety, and shall be deemed to be part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Purchased Shares [and the Additional Shares], in the form heretofore delivered to BMOCM [•] is now proposed to be filed with the Securities and Exchange Commission. Subject to the terms and conditions set forth herein and in the Schedule hereto and subject the terms and conditions of the Equity Distribution Agreement incorporated herein as provided in the second immediately preceding paragraph, the Company agrees to issue and sell to BMOCM[•], and BMOCM [•] agrees to purchase from the Company, the Purchased Shares at the time and place and at the purchase price set forth in the Schedule hereto. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, whereupon this Terms Agreement, including those provisions of the Equity Distribution Agreement incorporated herein by reference, shall constitute a binding agreement between BMOCM [•] and the Company. FIRST MAJESTIC SILVER CORPAMERICAN FINANCE TRUST, INC. By:___________________________ : Name: Title: AMERICAN FINANCE OPERATING PARTNERSHIP, L.P. By: Name: Title: Accepted and agreed as of the date first above written: BMO CAPITAL MARKETS CORP. [•] By:_____________________________ Name: Title: Schedule to Terms Agreement [Price to Public: USD[__.__] per share] Purchase Price by BMOCM[•]: USD[__.__] per share Method of and Specified Funds for Payment of Purchase Price: [By wire transfer to a bank account specified by the Company in same day funds.] Method of Delivery: [To BMOCM's account, or the account of BMOCM's designee, at The Depository Trust Company via DWAC in return for payment of the purchase price.] Settlement Date: [_______], 20[__] Closing Location: [_______] Documents to be Delivered: The following documents referred to in the Equity Distribution Agreement shall be delivered as a condition to the closing (which documents shall be dated on or as of the date of the Terms Agreement to which this Scheduled is annexed): the officer's certificate referred to in Section 4(c); the legal opinions referred to in Section 4(e) and Section 3(q); the "comfort letter" referred to in Section 4(f); and such other documents as BMOCM shall reasonably request. [Indemnity: [_______]] [Lockup: In addition to, and without limiting the generality of, the covenant set forth in Section 3(l) of the Equity Distribution Agreement, [________].]