Common use of Covenants Regarding Non-Solicitation Clause in Contracts

Covenants Regarding Non-Solicitation. (a) Subject to Section 4.5 , Silvermex shall not, directly or indirectly, through any officer, director, employee, representative or agent of Silvermex or any Silvermex Subsidiary: (i) solicit, initiate or encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; (iii) withdraw, modify or qualify or propose publicly to withdraw, modify or qualify in a manner adverse to First Majestic the approval of the Silvermex Board or any committee thereof of the transactions contemplated hereby; (iv) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal or remain neutral with respect to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal, or any material amendment thereto, until five Business Days following the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or (v) enter into any letter of intent, agreement in principle, agreement, arrangement or understanding related to any Acquisition Proposal (except as permitted by Section 4.4(d)). Notwithstanding the preceding sentence of this Section 4.4(a) and any other provision of this Agreement, nothing shall prevent the Silvermex Board prior to the Silvermex Meeting from considering, participating in any discussions or negotiations, or entering into a confidentiality agreement and providing information pursuant to Section 4.4(d), regarding an unsolicited bona fide written Acquisition Proposal that did not otherwise result from a breach of this Section 4.4 and that the Silvermex Board determines in good faith, after consultation with financial advisors and outside legal counsel, is reasonably likely to constitute a Superior Proposal. Silvermex shall not consider, negotiate, accept or recommend an Acquisition Proposal after the date of the Silvermex Meeting. Silvermex shall, and shall cause its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it, to cease immediately upon execution of this Agreement all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. To the extent it has not already done so, Silvermex shall deny access to all parties other than First Majestic and its advisors, employees and agents to any and all data rooms which may have been opened. Silvermex shall immediately request the return of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agents) who have entered into a confidentiality agreement with Silvermex relating to a potential Acquisition Proposal, shall use all reasonable efforts to ensure that such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses or action (actual or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion of the Arrangement. (b) Silvermex shall not amend, modify, waive or fail to enforce on a timely basis any obligation under any confidentiality or standstill agreement or amend any such agreement or other conditions included in any agreement between Silvermex and a third party, except to allow such Person to confidentially propose to the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex or any of its representatives) that the Silvermex Board determines, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely to constitute a Superior Proposal. (c) Silvermex shall promptly notify First Majestic, at first orally and then in writing, of any Acquisition Proposal and any enquiry that could lead to an Acquisition Proposal, or any amendments to the foregoing, or any request for non-public information relating to Silvermex in connection with an Acquisition Proposal or for access to the properties, books or records of Silvermex by any Person that informs Silvermex that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal. Such notice shall include a description of the material terms and conditions of any proposal, the identity of the Person making such proposal, enquiry or contact, a copy of any written form of Acquisition Proposal and provide such other details of the proposal, enquiry or contact as First Majestic may reasonably request. Silvermex shall: (i) keep First Majestic fully informed of the status including any change to the material terms of any such Acquisition Proposal or enquiry; and (ii) provide to First Majestic as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Silvermex from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex to any Person in connection with any Acquisition Proposal. (d) If Silvermex receives a request for material non-public information from a Person who has made an unsolicited bona fide written Acquisition Proposal and Silvermex is permitted, as contemplated under the second sentence of Section 4.4(a) to negotiate the terms of such Acquisition Proposal, then, and only in such case, the Silvermex Board may, subject to the execution by such Person of a confidentiality agreement on terms substantially similar to the Confidentiality Agreement, provide such Person with access to information regarding Silvermex; provided, however, that Silvermex sends a copy of any such confidentiality agreement to First Majestic promptly upon its execution and concurrently provides First Majestic with a list of or copies of the information provided to such Person and access to similar information which was provided to such Person. (e) Prior to the earlier of the Effective Time and the termination of this Agreement, Silvermex shall not, except with the prior written consent of First Majestic, take any action to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition Proposal, or any Person making an Acquisition Proposal, not subject to the Shareholder Rights Plan (including redemption of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex has complied with the provisions of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex shall oppose any such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary duties. (f) Silvermex shall ensure that its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it are aware of the provisions of this Section 4.4, and it shall be responsible for any breach of this Section 4.4 by any such Person.

Covenants Regarding Non-Solicitation. (a) Subject The Corporation shall immediately cease any discussions or negotiations with any parties that may be ongoing with respect to Section 4.5 , Silvermex an Acquisition Proposal and shall not, directly or indirectly, through any officer, director, employee, representative or agent of Silvermex the Corporation or any Silvermex Subsidiary: of its subsidiaries, (i) solicit, initiate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; , (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; , (iii) withdraw, withdraw or modify or qualify or propose publicly to withdraw, modify or qualify in a manner adverse to First Majestic ADSX the approval of the Silvermex Board or any committee thereof of Directors of the Corporation of the transactions contemplated hereby; , (iv) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal or remain neutral with respect to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal, or any material amendment thereto, until five Business Days following the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or (v) cause the Corporation to enter into any letter of intent, agreement in principle, agreement, arrangement or understanding related to any Acquisition Proposal (except as permitted by Section 4.4(d)). Notwithstanding Proposal; provided, however, that, subject to section 5.6 but notwithstanding the preceding sentence part of this Section 4.4(asection 5.5(a) and any other provision of this Agreement, nothing shall prevent the Silvermex Board prior to of Directors of the Silvermex Meeting Corporation from considering, participating in any discussions or negotiationsnegotiating, approving, and recommending to the Corporation’s shareholders or entering into a confidentiality an agreement and providing information pursuant to Section 4.4(d), regarding in respect of an unsolicited bona fide written Acquisition Proposal that did not otherwise result from a breach the Board of this Section 4.4 and that Directors of the Silvermex Board Corporation determines in good faith, acting reasonably, after consultation with the Corporation’s financial advisors and after receiving an opinion of outside legal counselcounsel to the effect that it is appropriate that the Board of Directors of the Corporation take such action in order to discharge properly its fiduciary duties, is reasonably likely would, if consummated in accordance with its terms, result in a transaction (x) more favourable to constitute the Corporation’s shareholders than the transaction contemplated by this Agreement and (y) having a value per Common Share greater than the per share value attributable thereto under the transaction contemplated by this Agreement (any such Acquisition Proposal being referred to herein as a “Superior Proposal. Silvermex shall not consider, negotiate, accept or recommend an Acquisition Proposal after the date of the Silvermex Meeting. Silvermex shall, and shall cause its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it, to cease immediately upon execution of this Agreement all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. To the extent it has not already done so, Silvermex shall deny access to all parties other than First Majestic and its advisors, employees and agents to any and all data rooms which may have been opened. Silvermex shall immediately request the return of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agents) who have entered into a confidentiality agreement with Silvermex relating to a potential Acquisition Proposal, shall use all reasonable efforts to ensure that such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses or action (actual or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion of the Arrangement”). (b) Silvermex shall not amend, modify, waive or fail to enforce on a timely basis any obligation under any confidentiality or standstill agreement or amend any such agreement or other conditions included in any agreement between Silvermex and a third party, except to allow such Person to confidentially propose to the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex or any of its representatives) that the Silvermex Board determines, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely to constitute a Superior Proposal. (c) Silvermex The Corporation shall promptly notify First MajesticADSX, at first orally and then in writing, of any all current Acquisition Proposal Proposals, and any enquiry that could lead to an of all future Acquisition ProposalProposals, of which the Corporation’s directors or senior officers are or become aware, or any amendments to the foregoing, or any request for non-public information relating to Silvermex the Corporation or any Subsidiaries in connection with an Acquisition Proposal or for access to the properties, books or records of Silvermex the Corporation or any Subsidiary by any Person that informs Silvermex the Corporation or such Subsidiary that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal. Such notice shall include a description of the material terms and conditions of any proposal and provide such details of the proposal, inquiry or contact as ADSX may reasonably request including the identity of the Person making such proposal, enquiry inquiry or contact, a copy of any written form of Acquisition Proposal and provide such other details of the proposal, enquiry or contact as First Majestic may reasonably request. Silvermex shall: (i) keep First Majestic fully informed of the status including any change to the material terms of any such Acquisition Proposal or enquiry; and (ii) provide to First Majestic as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Silvermex from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex to any Person in connection with any Acquisition Proposal. (dc) If Silvermex the Corporation receives a request for material non-public information from a Person who has made an unsolicited proposes a bona fide written Acquisition Proposal in respect of the Corporation (the existence and Silvermex is permittedcontent of which have been disclosed to ADSX), as contemplated under and the second sentence Board of Section 4.4(aDirectors of the Corporation determines that such proposal would be a Superior Proposal pursuant to section 5.5(a) having received the advice referred to negotiate the terms of such Acquisition Proposaltherein, then, and only in such case, the Silvermex Board of Directors of the Corporation may, subject to the execution by such Person of a confidentiality agreement on terms containing a standstill provision substantially similar to the Confidentiality Agreementthat contained in section 5.8, provide such Person with access to information regarding Silvermexthe Corporation; provided, however, that Silvermex the Person making the Acquisition Proposal shall not be precluded under such confidentiality agreement from making the Acquisition Proposal, and provided further that the Corporation sends a copy of any such confidentiality agreement to First Majestic promptly ADSX immediately upon its execution and concurrently provides First Majestic ADSX is provided with a list of or copies of the information provided to such Person and immediately provided with access to similar information to which such Person was provided to such Personprovided. (ed) Prior to the earlier of the Effective Time and the termination of this Agreement, Silvermex shall not, except with the prior written consent of First Majestic, take any action to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition Proposal, or any Person making an Acquisition Proposal, not subject to the Shareholder Rights Plan (including redemption of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex has complied with the provisions of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex shall oppose any such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary duties. (f) Silvermex The Corporation shall ensure that its officers, directors and employees and its Subsidiaries and their officers, directors and employees and any financial advisors or other advisors, advisors or representatives or agents retained by it are aware of the provisions of this Section 4.4section 5.5, and it shall be responsible for any breach of this Section 4.4 section 5.5 by any such Personits financial advisors or other advisors or representatives.

Covenants Regarding Non-Solicitation. (a) Subject to this Section 4.5 5.5 and Section 5.6, Silvermex Sonus shall not, directly or indirectly, through any officer, director, employee, representative or agent of Silvermex or any Silvermex SubsidiarySonus: (i) solicit, initiate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; (iii) withdraw, withdraw or modify or qualify or propose publicly to withdraw, modify or qualify in a manner adverse to First Majestic OncoGenex the approval of the Silvermex Board or any committee thereof of Directors of Sonus of the transactions contemplated hereby; (iv) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal or remain neutral with respect to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal, or any material amendment thereto, until five Business Days following the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or (v) enter into any letter of intent, agreement in principle, agreement, arrangement or understanding related to any Acquisition Proposal (except as permitted by Section 4.4(d))Proposal. Notwithstanding the preceding sentence part of this Section 4.4(a5.5(a) and any other provision of this Agreement, nothing shall prevent prohibit the Silvermex Board prior of Directors or representatives of Sonus from (subject to the Silvermex Meeting from consideringcompliance with Section 5.6 hereof) (A) furnishing information to, participating or engaging in any discussions or negotiationsnegotiations with, any Person in response to an unsolicited bona fide written Acquisition Proposal; or entering into a confidentiality agreement and providing information pursuant to Section 4.4(d), regarding (B) recommending such an unsolicited bona fide written Acquisition Proposal that did not otherwise result from a breach to Sonus Shareholders, if, and only to the extent that, (w) the Board of this Section 4.4 and that the Silvermex Board determines Directors of Sonus concludes in good faith, faith (after consultation with its financial advisors and outside legal counsel, is reasonably likely to constitute a Superior Proposal. Silvermex shall not consider, negotiate, accept or recommend an advisors) that such Acquisition Proposal after the date of the Silvermex Meeting. Silvermex shall, and shall cause its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it, to cease immediately upon execution of this Agreement all discussions and negotiations regarding any proposal that constitutes, or may would reasonably be expected to constitute, or lead to, an Acquisition Proposal. To the extent it has not already done so, Silvermex shall deny access to all parties other than First Majestic and its advisors, employees and agents to any and all data rooms which may have been opened. Silvermex shall immediately request the return of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agents) who have entered into a confidentiality agreement with Silvermex relating to a potential Acquisition Superior Proposal, shall use all reasonable efforts to ensure that such requests are honoured and shall immediately advise First Majestic orally and (x) the Board of Directors of Sonus determines in writing of any responses or action good faith (actual or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion of the Arrangement. (b) Silvermex shall not amend, modify, waive or fail to enforce on a timely basis any obligation under any confidentiality or standstill agreement or amend any such agreement or other conditions included in any agreement between Silvermex and a third party, except to allow such Person to confidentially propose to the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex or any of its representativesafter consultation with outside legal counsel) that the Silvermex failure to take such action would result in a breach by the Board determinesof Directors of Sonus of its fiduciary duties to Sonus Shareholders under applicable law, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely (y) prior to constitute a Superior Proposal. (c) Silvermex shall promptly notify First Majestic, at first orally and then in writing, of any Acquisition Proposal and any enquiry that could lead to an Acquisition Proposalfurnishing such information to, or any amendments entering into discussions or negotiations with, such Person Sonus provides prompt written notice to OncoGenex to the foregoingeffect that it is furnishing information to, or entering into discussions or negotiations with, such Person (which notice shall identify the nature and material terms of the proposal), and (z) prior to providing any request for non-public information relating or data to Silvermex any Person in connection with an Acquisition Proposal or for access to the properties, books or records of Silvermex by any such Person, the Board of Directors of Sonus receives from such Person that informs Silvermex an executed confidentiality agreement with provisions no less favorable to Sonus than the Confidentiality Agreement. (b) Sonus agrees that it is considering makingwill immediately cease and cause to be terminated any existing activities, discussions, or has made, a proposal that constitutes, or may reasonably be expected to lead to an negotiations with any parties regarding any Acquisition Proposal. Such notice Sonus shall promptly provide OncoGenex with a copy of any written Acquisition Proposal received and a written statement with respect to any nonwritten Acquisition Proposal received, which statement shall include a description of the material terms and conditions of any proposal, the identity of the Person making such proposal, enquiry or contact, a copy of any written form of the Acquisition Proposal and the material terms thereof. Sonus shall inform OncoGenex promptly of any change in the price, structure, form of consideration or material terms and conditions regarding the Acquisition Proposal and shall promptly provide such other details of the proposal, enquiry or contact as First Majestic may reasonably requestto OncoGenex all written materials received by Sonus with respect thereto. Silvermex shall: (i) Sonus agrees to keep First Majestic OncoGenex fully and timely informed of the status including any change to the material terms of any such discussions, negotiations, furnishing of non-public information, or other activities relating to an Acquisition Proposal or enquiry; and (ii) Proposal. Sonus shall promptly provide to First Majestic as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or OncoGenex any non-public information concerning Sonus provided to Silvermex from any Person other person in connection with any Acquisition Proposal which was not previously provided to OncoGenex. (c) Nothing contained in this Section 5.5 shall prohibit Sonus from taking and disclosing to its stockholders a position contemplated by Rule 14e-2 promulgated under the Exchange Act or sent from making any disclosure to Sonus Shareholders which, in the good faith judgment of the Board of Directors of Sonus based on the advice of outside counsel, is required under applicable law; provided that in any such cases Sonus does not withdraw or provided by Silvermex modify, or propose to any Person in connection withdraw or modify, its position with any respect to the Arrangement or Sonus Shareholder Resolutions or approve or recommend, or propose to approve or recommend, an Acquisition ProposalProposal unless Sonus and its Board of Directors have complied with all the provisions of this Section 5.5. (d) If Silvermex receives a request for material non-public information from a Person who has made an unsolicited bona fide written Acquisition Proposal and Silvermex is permitted, as contemplated under the second sentence of Section 4.4(a) to negotiate the terms of such Acquisition Proposal, then, and only in such case, the Silvermex Board may, subject to the execution by such Person of a confidentiality agreement on terms substantially similar to the Confidentiality Agreement, provide such Person with access to information regarding Silvermex; provided, however, that Silvermex sends a copy of any such confidentiality agreement to First Majestic promptly upon its execution and concurrently provides First Majestic with a list of or copies of the information provided to such Person and access to similar information which was provided to such Person. (e) Prior to the earlier of the Effective Time and the termination of this Agreement, Silvermex shall not, except with the prior written consent of First Majestic, take any action to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition Proposal, or any Person making an Acquisition Proposal, not subject to the Shareholder Rights Plan (including redemption of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex has complied with the provisions of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex shall oppose any such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary duties. (f) Silvermex Sonus shall ensure that its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it are aware of the provisions of this Section 4.45.5, and it shall be responsible for any breach of this Section 4.4 5.5 by any such Person.

Covenants Regarding Non-Solicitation. (a) Subject to Section 4.5 , Silvermex The Company shall not, directly or indirectly, through any officer, director, employeeEmployee, representative or agent of Silvermex or any Silvermex Subsidiary: the Company, (i) solicit, initiate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding a merger, arrangement, consolidation, sale of assets, reorganization or recapitalization with any party other than Parent and its affiliates (an "Acquisition Proposal; "), (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; , (iii) withdraw, withdraw or modify or qualify or propose publicly to withdraw, modify or qualify in a manner adverse to First Majestic Parent the approval of the Silvermex Board or any committee thereof of Directors of the transactions contemplated hereby; Company of the Contemplated Transactions (iv) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal or remain neutral with respect to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal, or any material amendment thereto, until five Business Days following the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or (v) cause the Company to enter into any letter of intent, agreement in principle, agreement, arrangement or understanding related to any Acquisition Proposal (except as permitted by Section 4.4(d)). Notwithstanding Proposal; provided, however, that, subject to section 5.8 but notwithstanding the preceding sentence part of this Section 4.4(asection 5.7(a) and any other provision of this Agreement, nothing shall prevent the Silvermex Board prior to of Directors of the Silvermex Meeting Company from considering, participating in any discussions or negotiationsnegotiating, approving, recommending to the Company shareholders or entering into a confidentiality an agreement and providing information pursuant to Section 4.4(d), regarding in respect of an unsolicited bona fide written Acquisition Proposal that did not otherwise result from a breach the Board of this Section 4.4 and that Directors of the Silvermex Board Company determines in good faith, after consultation with financial advisors and after receiving an opinion of outside legal counselcounsel to the effect that it is appropriate that the Board of Directors of the Company take such action in order to discharge properly its fiduciary duties, is reasonably likely would, if consummated in accordance with its terms, result in a transaction (x) more favourable to constitute the Company's shareholders than the transaction contemplated by this Agreement and (y) having a value per Share greater than the per share value attributable thereto under the transaction contemplated by this Agreement (any such Acquisition Proposal being referred to herein as a "Superior Proposal. Silvermex shall not consider, negotiate, accept or recommend an Acquisition Proposal after the date of the Silvermex Meeting. Silvermex shall, and shall cause its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it, to cease immediately upon execution of this Agreement all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. To the extent it has not already done so, Silvermex shall deny access to all parties other than First Majestic and its advisors, employees and agents to any and all data rooms which may have been opened. Silvermex shall immediately request the return of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agents) who have entered into a confidentiality agreement with Silvermex relating to a potential Acquisition Proposal, shall use all reasonable efforts to ensure that such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses or action (actual or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion of the Arrangement"). (b) Silvermex shall not amend, modify, waive or fail to enforce on a timely basis any obligation under any confidentiality or standstill agreement or amend any such agreement or other conditions included in any agreement between Silvermex and a third party, except to allow such Person to confidentially propose to the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex or any of its representatives) that the Silvermex Board determines, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely to constitute a Superior Proposal. (c) Silvermex Company shall promptly notify First MajesticParent, at first orally and then in writing, of any all current Acquisition Proposal Proposals, and any enquiry that could lead to an of all future Acquisition ProposalProposals, of which the Company's directors or senior officers are or become aware, or any amendments to the foregoing, or any request for non-non- public information relating to Silvermex the Company in connection with an Acquisition Proposal or for access to the properties, books or records of Silvermex the Company by any Person that informs Silvermex the Company that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal. Such notice shall include a description of the material terms and conditions of any proposal and provide such details of the proposal, inquiry or contact as Parent may reasonably request including the identity of the Person making such proposal, enquiry inquiry or contact, a copy of any written form of Acquisition Proposal and provide such other details of the proposal, enquiry or contact as First Majestic may reasonably request. Silvermex shall: (i) keep First Majestic fully informed of the status including any change to the material terms of any such Acquisition Proposal or enquiry; and (ii) provide to First Majestic as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Silvermex from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex to any Person in connection with any Acquisition Proposal. (dc) If Silvermex the Company receives a request for material non-public information from a Person who has made an unsolicited proposes a bona fide written Acquisition Proposal in respect of the Company (the existence and Silvermex is permittedcontent of which have been disclosed to Parent), as contemplated under and the second sentence Board of Section 4.4(aDirectors of the Company determines that such proposal would be likely to be a Superior Proposal pursuant to section 5.7(a) having received the advice referred to negotiate the terms of such Acquisition Proposaltherein, then, and only in such case, the Silvermex Board of Directors of the Company may, subject to the execution by such Person of a confidentiality agreement on terms substantially similar to the Confidentiality Agreementagreement, provide such Person with access to information regarding Silvermexthe Company; provided, however, that Silvermex the Person making the Acquisition Proposal shall not be precluded under such confidentiality agreement from making the Acquisition Proposal, and provided further that the Company sends a copy of any such confidentiality agreement to First Majestic promptly Parent immediately upon its execution and concurrently provides First Majestic Parent is provided with a list of or copies of the information provided to such Person and immediately provided with access to similar information to which such Person was provided to such Personprovided. (ed) Prior to the earlier of the Effective Time and the termination of this Agreement, Silvermex shall not, except with the prior written consent of First Majestic, take any action to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition Proposal, or any Person making an Acquisition Proposal, not subject to the Shareholder Rights Plan (including redemption of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex has complied with the provisions of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex shall oppose any such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary duties. (f) Silvermex Company shall ensure that its officers, directors and employees Employees and any financial advisors or other advisors, advisors or representatives or agents retained by it are aware of the provisions of this Section 4.4section 5.7, and it shall be responsible for any breach of this Section 4.4 section 5.7 by any such Personits financial advisors or other advisors or representatives.

Covenants Regarding Non-Solicitation. (a1) Subject to Section 4.5 4.6, Silvermex NEWBRIDGE shall not, directly or indirectly, through any officer, director, employee, representative (including for greater certainty any investment banker, lawyer or accountant) or agent of Silvermex NEWBRIDGE or any Silvermex Subsidiary: of its subsidiaries, (i) solicit, initiate initiate, knowingly encourage or encourage otherwise facilitate (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; , (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; , (iii) withdraw, modify or qualify or propose publicly to withdraw, modify or qualify in a manner adverse to First Majestic the approval of the Silvermex Board or any committee thereof of the transactions contemplated hereby; (iv) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal or remain neutral with respect to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position iv) accept or a neutral position with respect to an Acquisition Proposal, or any material amendment thereto, until five Business Days following the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or (v) enter into any letter of intent, agreement in principle, agreement, arrangement or understanding related to any Acquisition Proposal (except as permitted by Section 4.4(d))Proposal. Notwithstanding the preceding sentence part of this Section 4.4(a4.5(1) and any other provision of this Agreement, nothing shall prevent the Silvermex Board prior of Directors of NEWBRIDGE from complying with NEWBRIDGE's disclosure obligations under applicable Laws with regard to the Silvermex Meeting an Acquisition Proposal or from considering, participating in any discussions or negotiations, or entering into a confidentiality agreement and providing information pursuant to Section 4.4(d4.5(3) (but, subject to Section 4.6, not approve, recommend, accept or enter into any agreement, arrangement or understanding), regarding an unsolicited bona fide written Acquisition Proposal (a) in respect of which any required financing has been demonstrated to the satisfaction of the Board of Directors of NEWBRIDGE, acting in good faith, to be reasonably likely to be obtained, (b) that did not otherwise result from a breach of this Section 4.4 4.5, and that (c) which the Silvermex Board determines of Directors of NEWBRIDGE has determined in good faith, after consultation with financial advisors and with outside legal counsel, is reasonably likely to constitute a Superior Proposal. Silvermex shall not consider, negotiate, accept or recommend an Acquisition Proposal after the date of the Silvermex Meeting. Silvermex NEWBRIDGE shall, and shall cause its the officers, directors and employees and any financial advisors or other advisorsdirectors, employees, representatives or and agents retained by itof NEWBRIDGE and its subsidiaries to, to cease immediately upon execution of this Agreement all current discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. To the extent it has not already done so, Silvermex shall deny access to all parties other than First Majestic and its advisors, employees and agents to any and all data rooms which may have been opened. Silvermex shall immediately request the return or destruction of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agents) who have entered into a confidentiality agreement with Silvermex relating to a potential Acquisition Proposal, shall use all reasonable efforts to ensure that such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses or action (actual or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion of the Arrangementconnection therewith. (b2) Silvermex NEWBRIDGE shall not amend, modify, waive or fail to enforce on a timely basis any obligation under any confidentiality or standstill agreement or amend any such agreement or other conditions included in any agreement between Silvermex and a third party, except to allow such Person to confidentially propose to the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex or any of its representatives) that the Silvermex Board determines, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely to constitute a Superior Proposal. (c) Silvermex shall promptly forthwith notify First MajesticALCATEL, at first orally and then in writing, of any Acquisition Proposal and any enquiry inquiry that could lead to an Acquisition Proposal, or any amendments to the foregoing, or any request for non-public information relating to Silvermex NEWBRIDGE or any NEWBRIDGE Material Subsidiary in connection with an Acquisition Proposal or for access to the properties, books or records of Silvermex NEWBRIDGE or any NEWBRIDGE Material Subsidiary by any Person that informs Silvermex NEWBRIDGE or such NEWBRIDGE Material Subsidiary that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal. Such notice shall include a description of the material terms and conditions of any proposal, the identity of the Person making such proposal, enquiry inquiry or contact, a copy of any written form of Acquisition Proposal contact and provide such other details of the proposal, enquiry inquiry, contact, discussions or contact negotiations as First Majestic ALCATEL may reasonably request. Silvermex shall: (i) NEWBRIDGE shall keep First Majestic fully ALCATEL informed of the status including any change to the material terms of any such Acquisition Proposal or enquiry; and (ii) provide to First Majestic as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Silvermex from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex to any Person in connection with any Acquisition Proposalinquiry. (d3) If Silvermex NEWBRIDGE receives a request for material non-public information from a Person who has made an unsolicited bona fide written Acquisition Proposal and Silvermex NEWBRIDGE is permitted, subject to and as contemplated under the second sentence of Section 4.4(a) 4.5(1), to negotiate the terms of such Acquisition Proposal, then, and only in such case, the Silvermex Board of Directors of NEWBRIDGE may, subject to the execution by such Person of a confidentiality agreement on terms containing employee non-solicitation and standstill provisions substantially similar to those contained in the Confidentiality Agreementconfidentiality agreement then in effect between NEWBRIDGE and ALCATEL, provide such Person with access to information regarding SilvermexNEWBRIDGE; provided, however, that Silvermex the Person making the Acquisition Proposal shall not be precluded under such confidentiality agreement from making the Acquisition Proposal (but not, except subject to Section 4.6(4), any material amendment thereto) and provided further that NEWBRIDGE sends a copy of any such confidentiality agreement to First Majestic ALCATEL promptly upon its execution and concurrently provides First Majestic ALCATEL is provided with a list of or copies of the information provided to such Person and immediately provided with access to similar information to which such Person was provided to such Personprovided. (e4) Prior to the earlier of the Effective Time and the termination of this Agreement, Silvermex shall not, except with the prior written consent of First Majestic, take any action to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition Proposal, or any Person making an Acquisition Proposal, not subject to the Shareholder Rights Plan (including redemption of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex has complied with the provisions of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex shall oppose any such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary duties. (f) Silvermex NEWBRIDGE shall ensure that its officers, directors and employees and its subsidiaries and their officers, directors and employees and any financial advisors or other advisors, advisors or representatives or agents retained by it or its subsidiaries are aware of the provisions of this Section 4.44.5, and it shall be responsible for any breach of this Section 4.4 4.5 by any such Personits and its subsidiaries' officers, directors, employees, representatives or agents.

Covenants Regarding Non-Solicitation. (a) Continental shall, and shall direct and cause its Representatives and its Subsidiaries and their Representatives to, immediately cease and cause to be terminated any solicitation, encouragement, activity, discussion or negotiation with any parties that may be ongoing with respect to an Acquisition Proposal whether or not initiated by Continental and, in connection therewith, Continental shall request (and exercise all rights it has to require) the return of information regarding Continental and its Subsidiaries previously provided to such parties under confidentiality agreements and shall request, to the extent it is entitled to do so under such confidentiality agreements (and exercise all rights it has to require), the destruction of all materials including or incorporating any confidential information regarding Continental and its Subsidiaries. (b) Subject to Section 4.5 5.6, Silvermex Continental agrees that it shall not, and shall not authorize or permit any of its Subsidiaries or any of its or its Subsidiaries' Representatives, directly or indirectly, through any officer, director, employee, representative or agent of Silvermex or any Silvermex Subsidiary: to (i) solicit, initiate initiate, encourage or encourage (facilitate, including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of , any inquiries or the making of any proposals regarding an Acquisition Proposal; , (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; , (iii) withdraw, modify or modify, qualify or propose publicly to withdraw, modify or qualify change in a manner adverse to First Majestic Jinchuan Parties, or publicly propose to withdraw, modify, qualify or change in a manner adverse to the approval Jinchuan Parties, the approval, recommendation or declaration of advisability of the Silvermex Board or any committee thereof board of directors of Continental of the transactions contemplated hereby; hereby (it being understood that failing to affirm the approval or recommendation of the board of directors of Continental of the transactions contemplated hereby after an Acquisition Proposal has been publicly announced shall be considered an adverse modification), (iv) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal or remain neutral with respect to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal, or any material amendment thereto, until five Business Days following the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or (v) enter into any letter of intent, agreement in principle, agreement, arrangement or understanding related to any Acquisition Proposal (except as permitted by Section 4.4(d))or requiring Continental to abandon, terminate or fail to consummate the Arrangement or providing for the payment of any break, termination or other fees or expenses to any person in the event that Continental or any of its Subsidiaries completes the transactions contemplated hereby or any other transaction with Jinchuan or any of its affiliates agreed to prior to any termination of this Agreement. Notwithstanding the preceding sentence of this Section 4.4(a) and any other provision provisions of this Agreement, nothing shall prevent the Silvermex Board board of directors of Continental may, prior to the Silvermex Meeting from consideringapproval of the Arrangement by the Continental Securityholders, participating consider, participate in any discussions or negotiationsnegotiations with, or entering into provide information in accordance with the last sentence of this paragraph to, any person who has delivered a confidentiality agreement and providing information pursuant to Section 4.4(d), regarding an unsolicited bona fide written Acquisition Proposal that which was not solicited after the date of this Agreement and did not prior to the delivery of such Acquisition Proposal otherwise result from a breach of this Section 4.4 5.5 and that the Silvermex Board board of directors of Continental determines in good faith, after consultation with its financial advisors and outside legal counsel, is would be reasonably likely to constitute result in a Superior Proposal; provided, however, that prior to taking any such action, (x) the board of directors of Continental must receive advice of outside counsel that it is necessary for the board of directors of Continental to take such action in order to discharge properly its fiduciary duties, and (y) Continental must obtain a confidentiality agreement from the person making such Acquisition Proposal that is substantively the same as the Confidentiality Agreement, and on terms no more favourable to such person than the Confidentiality Agreement; provided further that Continental shall not commence or participate in discussions or negotiations with, or provide information to any person who has delivered an unsolicited bona fide written Acquisition Proposal until 48 hours after Continental shall have advised Jinchuan of its determination that such Acquisition Proposal would be reasonably likely to result in a Superior Proposal and of its intention to take such actions. Silvermex Continental shall not consider, negotiate, accept accept, approve or recommend an Acquisition Proposal or provide information to any person proposing an Acquisition Proposal, in each case after the date of the Silvermex Meeting. Silvermex shall, and shall cause its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it, to cease immediately upon execution of this Agreement all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. To the extent it has not already done so, Silvermex shall deny access to all parties other than First Majestic and its advisors, employees and agents to any and all data rooms which may have been opened. Silvermex shall immediately request the return of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agents) who have entered into a confidentiality agreement with Silvermex relating to a potential Acquisition Proposal, shall use all reasonable efforts to ensure that such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses or action (actual or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion approval of the Arrangement. (b) Silvermex shall not amend, modify, waive or fail to enforce on a timely basis any obligation under any confidentiality or standstill agreement or amend any such agreement or other conditions included in any agreement between Silvermex and a third party, except to allow such Person to confidentially propose to Arrangement by the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex or any of its representatives) that the Silvermex Board determines, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely to constitute a Superior Proposal. (c) Silvermex shall promptly notify First Majestic, at first orally and then in writing, of any Acquisition Proposal and any enquiry that could lead to an Acquisition Proposal, or any amendments to the foregoing, or any request for non-public information relating to Silvermex in connection with an Acquisition Proposal or for access to the properties, books or records of Silvermex by any Person that informs Silvermex that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition ProposalContinental Securityholders. Such notice shall include a description of the material terms and conditions of any proposal, the identity of the Person making such proposal, enquiry or contact, a copy of any written form of Acquisition Proposal and provide such other details of the proposal, enquiry or contact as First Majestic may reasonably request. Silvermex shall: (i) keep First Majestic fully informed of the status including any change to the material terms of any such Acquisition Proposal or enquiry; and (ii) provide to First Majestic as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Silvermex from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex to any Person in connection with any Acquisition Proposal. (d) If Silvermex Continental receives a request for material non-public information from a Person person who has made an unsolicited bona fide written Acquisition Proposal and Silvermex Continental is permitted, as contemplated under the second sentence of this Section 4.4(a) 5.5(b), to consider, participate in any discussions with respect to or negotiate the terms of such Acquisition Proposal, then, and only in such case, the Silvermex Board board of directors of Continental may, subject to the execution by such Person person of a the confidentiality agreement on terms substantially similar to the Confidentiality Agreementas described in (y) above, provide such Person person with access to information regarding SilvermexContinental; provided, however, provided that Silvermex Continental sends a copy of any such confidentiality agreement to First Majestic Jinchuan promptly upon its execution and concurrently provides First Majestic Jinchuan is provided with a list of or of, and copies of of, the information provided to such Person person and (except to the extent such information has previously been provided to Jinchuan) is immediately provided with access to similar information to which such person was provided to such Personprovided. (ec) Prior to From and after the earlier of the Effective Time and the termination date of this Agreement, Silvermex Continental shall notpromptly (and in any event within 24 hours) notify Jinchuan, except with the prior written consent at first orally and then in writing, of First Majesticany inquiries, take any action proposals or offers relating to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any constituting an Acquisition Proposal, or any Person request for non-public information relating to Continental or any of its Subsidiaries. Such notice shall include a description of the terms and conditions of any proposal, inquiry or offer, the identity of the person making an Acquisition Proposalsuch proposal, not subject inquiry or offer and provide such other details of the proposal, inquiry or offer as Jinchuan may reasonably request. Continental shall keep Jinchuan fully informed on a prompt basis of the status, including any change to the Shareholder Rights Plan (including redemption material terms, of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex has complied with the provisions of Section 4.4 and Section 4.5 and provided further that any such terminationinquiry, amendment, extension, waiver proposal or redemption cannot be effective until after the Silvermex Meeting. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex shall oppose any such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary dutiesoffer. (fd) Silvermex Continental shall ensure that its officers, directors and employees and its Subsidiaries and their officers, directors and employees and any financial advisors or other advisors, advisors or representatives or agents retained by it are aware of the provisions of this Section 4.45.5, and it shall be responsible for any breach of this Section 4.4 5.5 by such officers, directors, employees, financial advisors or other advisors or representatives. (e) Nothing contained in this Section 5.5 shall prohibit Continental from: (i) making any disclosure of an Acquisition Proposal to the Continental Securityholders prior to the Effective Time if, in the good faith judgment of the board of directors of Continental after receiving the advice of outside counsel, not taking such action would reasonably be likely to be inconsistent with its fiduciary duties under Applicable Law or is otherwise required under applicable Law; (ii) taking any other action with regard to an Acquisition Proposal to the extent ordered or otherwise mandated by any such Personcourt of competent jurisdiction; (iii) responding to a bona fide request for information that could reasonably be expected to lead to an Acquisition Proposal solely by advising that no information can be provided unless a bona fide written Acquisition Proposal is made and then only in compliance with Section 5.5(b); and (iv) complying with those provisions under applicable Laws relating to the provision of directors' circulars and making appropriate disclosure with respect thereto to the Continental Securityholders.

Covenants Regarding Non-Solicitation. (a) Subject to Section 4.5 4.5, Silvermex from the date of this Agreement until the earlier of the Effective Time or the time at which this Agreement is terminated in accordance with its terms, SilverCrest shall not, and shall cause its Representatives to not, directly or indirectly, through any officer, director, employee, representative or agent of Silvermex or any Silvermex Subsidiary: (i) make, initiate, solicit, initiate encourage or encourage otherwise facilitate (including by way of furnishing information or entering into according access to information or any form of agreement, arrangement or understandingsite visit) the initiation of any inquiries or proposals regarding or offers that constitute an Acquisition Proposal or that could reasonably be expected to lead to an Acquisition Proposal; (ii) participate in any discussions or negotiations with, furnish information to, or otherwise cooperate in any way with, any Person (other than First Majestic and its affiliates) regarding any an Acquisition Proposal or that could reasonably be expected to lead to an Acquisition Proposal; (iii) withdraweffect any Change of Recommendation; or (iv) accept, modify or qualify enter into, or propose publicly to withdrawaccept or enter into, modify or qualify in a manner adverse to First Majestic the approval of the Silvermex Board or any committee thereof of the transactions contemplated hereby; (iv) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal or remain neutral with respect to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal, or any material amendment thereto, until five Business Days following the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, agreement, arrangement or understanding related to any Acquisition Proposal (except as permitted by Section 4.4(d)4.5). Notwithstanding anything to the preceding sentence of contrary contained in this Section 4.4(a) and any other provision of this Agreement4.4, nothing shall prevent in the Silvermex Board prior to the Silvermex Meeting from considering, participating in any discussions or negotiations, or entering into event that SilverCrest receives a confidentiality agreement and providing information pursuant to Section 4.4(d), regarding an unsolicited bona fide written Acquisition Proposal from any Person after the date hereof and prior to the SilverCrest Meeting that was not solicited by SilverCrest and that did not otherwise result from a breach of this Section 4.4 4.4, and subject to SilverCrest’s compliance with Section 4.4(d), SilverCrest and its Representatives may (i) contact such Person solely to clarify the terms and conditions of such Acquisition Proposal, (ii) furnish information with respect to it to such Person pursuant to an Acceptable Confidentiality Agreement, provided that (A) SilverCrest provides a copy of such Acceptable Confidentiality Agreement to First Majestic promptly upon its execution and (B) SilverCrest contemporaneously provides to First Majestic a list of all non-public information concerning SilverCrest that is provided to such Person and provides to First Majestic copies of any such non-public information which was not previously provided to First Majestic or its Representatives, and (iii) participate in any discussions or negotiations regarding such Acquisition Proposal; provided, however, that, prior to taking any action described in clauses (ii) or (iii) above, the Silvermex SilverCrest Board determines in good faith, after consultation with its financial advisors and outside legal counsel, is that such Acquisition Proposal would be reasonably likely likely, if consummated in accordance with its terms, to constitute be a Superior ProposalProposal and failure to take such action would be inconsistent with its fiduciary duties under applicable Law. Silvermex After the date of the SilverCrest Meeting, SilverCrest shall not consider, negotiate, accept or recommend an Acquisition Proposal after the date of the Silvermex Meeting. Silvermex or furnish any information with respect to it to any Person who has made an Acquisition Proposal. (b) SilverCrest shall, and shall cause its officersRepresentatives to, directors immediately cease and employees cause to be terminated any solicitation, encouragement, discussion or negotiation with any Person (other than First Majestic and its Representatives) conducted heretofore by SilverCrest or any financial advisors or other advisors, representatives or agents retained by it, to cease immediately upon execution of this Agreement all discussions and negotiations regarding any proposal that constitutesits Representatives with respect to, or which may reasonably be expected to lead to, an Acquisition Proposal. To the extent it has not already done so, Silvermex SilverCrest shall discontinue or deny access to all parties other than First Majestic and its advisors, employees and agents Representatives to any and all data rooms which may have been opened. Silvermex SilverCrest shall immediately request the return of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agentsRepresentatives) who have entered into a confidentiality agreement with Silvermex SilverCrest relating to a potential Acquisition Proposal, shall use all reasonable efforts to ensure that such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses or action (actual or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion of the Arrangement. (bc) Silvermex shall SilverCrest shall: (i) not release any Persons from, or terminate, amend, modify, waive or fail to enforce on a timely basis any obligation of any other Person under any confidentiality or standstill agreement or amend any such agreement or other conditions included in any agreement between Silvermex SilverCrest and a third party, except to allow such Person to confidentially propose party entered into prior to the Silvermex Board date hereof; (ii) promptly and diligently enforce all standstill, non-disclosure, non-disturbance, non-solicitation and similar covenants of any other Person in any letter of intent, memorandum of understanding, term sheet, agreement in principle, agreement, arrangement or understanding that it has entered into prior to the date hereof or enters into after the date hereof; (iii) not accept or enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, agreement, arrangement or understanding requiring SilverCrest to abandon, terminate or fail to consummate the Arrangement or providing for the payment of any break, termination or other fees or expenses to any Person proposing an unsolicited written Acquisition Proposal (in the event that did not result from a breach of Section 4.4(a) by Silvermex SilverCrest completes the transactions contemplated hereby or any other transaction with First Majestic or any of its representatives) that the Silvermex Board determines, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely to constitute a Superior Proposal.affiliates; (civ) Silvermex shall promptly notify First Majestic, at first orally and then in writing, of any Acquisition Proposal and any enquiry that could lead to an Acquisition Proposal, or any amendments to the foregoing, or any request for non-public information relating to Silvermex in connection with an Acquisition Proposal or for access to the properties, books or records of Silvermex by any Person that informs Silvermex that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal. Such notice shall include a description of the material terms and conditions of any proposal, the identity of the Person making such proposal, enquiry or contact, a copy of any written form of Acquisition Proposal and provide such other details of the proposal, enquiry or contact as First Majestic may reasonably request. Silvermex shall: (i) keep First Majestic fully informed of the status including any change to the material terms of any such Acquisition Proposal or enquiry; and (ii) provide to First Majestic as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Silvermex from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex to any Person in connection with any Acquisition Proposal. (d) If Silvermex receives a request for material non-public information from a Person who has made an unsolicited bona fide written Acquisition Proposal and Silvermex is permitted, as contemplated under the second sentence of Section 4.4(a) to negotiate the terms of such Acquisition Proposal, then, and only in such case, the Silvermex Board may, subject to the execution by such Person of a confidentiality agreement on terms substantially similar to the Confidentiality Agreement, provide such Person with access to information regarding Silvermex; provided, however, that Silvermex sends a copy of any such confidentiality agreement to First Majestic promptly upon its execution and concurrently provides First Majestic with a list of or copies of the information provided to such Person and access to similar information which was provided to such Person. (e) Prior to the earlier of the Effective Time and the termination of this Agreement, Silvermex shall not, except with the prior written consent of First Majestic, not take any action to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition Proposal, or any Person making an Acquisition Proposal, not subject to the Shareholder Rights Plan (including redemption of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex has complied with the provisions of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting). In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex SilverCrest shall oppose any such application unless the Silvermex SilverCrest Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary duties. (d) SilverCrest shall promptly (and, in any event, within 24 hours of receipt) notify First Majestic, at first orally and then in writing, of any Acquisition Proposal (whether or not in writing) and any enquiry that may reasonably be expected to lead to an Acquisition Proposal, or any amendments to the foregoing, or any request for non-public information relating to SilverCrest in connection with an Acquisition Proposal or for access to the properties, books or records of SilverCrest by any Person that informs SilverCrest that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal. Such notice shall include a description of the material terms and conditions of any proposal and the identity of the Person making such proposal, enquiry or contact, and a copy of any written form of Acquisition Proposal and any other documents representing such Acquisition Proposal. SilverCrest shall: (i) keep First Majestic fully informed of the status including any change to the material terms of any such Acquisition Proposal or enquiry; (ii) provide to First Majestic as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to SilverCrest from any Person in connection with any Acquisition Proposal or sent or provided by SilverCrest to any Person in connection with any Acquisition Proposal; and (iii) provide to First Majestic as soon as practicable such other information concerning the Acquisition Proposal as First Majestic may reasonably request. (e) SilverCrest shall not become a party to any letter of intent, memorandum of understanding, term sheet, agreement in principle, agreement, arrangement or understanding with any Person subsequent to the date hereof that limits or prohibits SilverCrest from: (i) providing or making available to First Majestic and its affiliates and Representatives any information provided or made available to such Person or its Representatives pursuant to any confidentiality agreement described in this Section 4.4; or (ii) providing First Majestic and its affiliates and Representatives with any other information required to be given to them by SilverCrest under this Section 4.4. (f) Silvermex SilverCrest shall ensure that its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it Representatives are aware of the provisions of this Section 4.4, and it shall be responsible for any breach of this Section 4.4 by any such PersonRepresentatives.

Covenants Regarding Non-Solicitation. (a) Western shall and shall cause the officers, directors, employees, representatives and agents of it and its subsidiaries to immediately cease any existing discussions or negotiations with any Person (other than Purchaser) with respect to any proposal that constitutes, or may reasonably be expected to constitute, an Acquisition Proposal and to request, in accordance with the terms of any applicable confidentiality agreement, the return or destruction of all confidential information provided in connection therewith; (b) Subject to Section 4.5 Sections 3.5(c), Silvermex (d), (e) and (f), Western shall not, directly or indirectly, through any of its subsidiaries or through any officer, director, employee, investment banker, attorney or other representative or agent of Silvermex it or any Silvermex Subsidiaryof its subsidiaries: (i) solicit, initiate initiate, knowingly facilitate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understandinginformation) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any an Acquisition Proposal; (iii) withdraw, withdraw or modify or qualify or propose publicly to withdrawwithdraw or modify, modify or qualify in a any manner adverse to First Majestic Purchaser, the approval of the Silvermex Western Board or any committee thereof of Directors of the transactions contemplated herebyArrangement or the recommendation of the Western Board of Directors to vote in favour of the Arrangement; (iv) approve furnish or recommend provide access to any information concerning Western, its subsidiaries or propose publicly their respective businesses, properties or assets to approve or recommend any Acquisition Proposal or remain neutral with respect to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position or a neutral position with respect to an Acquisition ProposalPerson in connection with, or any material amendment thereto, until five Business Days following the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or (v) enter into any letter of intent, agreement in principle, agreement, arrangement or understanding related to any Acquisition Proposal (except as permitted by Section 4.4(d)). Notwithstanding the preceding sentence of this Section 4.4(a) and any other provision of this Agreement, nothing shall prevent the Silvermex Board prior to the Silvermex Meeting from considering, participating in any discussions or negotiations, or entering into a confidentiality agreement and providing information pursuant to Section 4.4(d), regarding an unsolicited bona fide written Acquisition Proposal that did not otherwise result from a breach of this Section 4.4 and that the Silvermex Board determines in good faith, after consultation with financial advisors and outside legal counsel, is reasonably likely to constitute a Superior Proposal. Silvermex shall not consider, negotiate, accept or recommend an Acquisition Proposal after the date of the Silvermex Meeting. Silvermex shall, and shall cause its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it, to cease immediately upon execution of this Agreement all discussions and negotiations regarding any proposal that constitutes, or may could reasonably be expected to lead toto or facilitate, an Acquisition Proposal. To the extent it has not already done so, Silvermex shall deny access to all parties other than First Majestic and its advisors, employees and agents to any and all data rooms which may have been opened. Silvermex shall immediately request the return of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agents) who have entered into a confidentiality agreement with Silvermex relating to a potential Acquisition Proposal, shall use all reasonable efforts to ensure that such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses or action (actual or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion of the Arrangement.; (bv) Silvermex shall not amend, modify, waive any provisions of or fail to enforce on a timely basis any obligation under release or terminate any confidentiality or standstill agreement between Western and any Person relating to an actual or potential Acquisition Proposal, or amend any such agreement or consent to the making of an Acquisition Proposal in accordance with the terms of such agreement; or (vi) accept, recommend, approve or enter into or propose publicly to accept, recommend, approve or enter into any agreement, arrangement or understanding (other conditions included than a confidentiality agreement as permitted hereunder) related to any Acquisition Proposal; (c) Prior to the Effective Date, Western and its officers, directors, employees, advisors or other representatives or agents may enter into, or participate in, any discussions or negotiations with a Person who seeks to initiate such discussions or negotiations and, subject to the entering into by such Person of a confidentiality agreement substantially similar to the Confidentiality Agreement, may furnish to such Person information concerning Western and its business, properties and assets, in any agreement between Silvermex each case if, and only to the extent that: (i) such Person has first made an unsolicited bona fide Acquisition Proposal which the Western Board of Directors determines in good faith (after consultation with its financial advisors) would, if consummated in accordance with its terms, be reasonably likely to result in, a third partySuperior Proposal; (ii) the Western Board of Directors, except after receiving the advice of outside legal counsel, has determined in good faith that the failure to take such action would be inconsistent with the fiduciary duties of the Western Board of Directors to the Western Shareholders; and (iii) Western has provided to Purchaser the information required to be provided under Section 3.5(e) in respect of such Acquisition Proposal and has promptly notified Purchaser in writing of the determinations in paragraphs 3.5(c)(i) and (ii) above; (d) If, prior to the Effective Time, Western receives a request from a Person who is subject to a standstill obligation to waive or release such Person from its standstill obligation in order to make an unsolicited bona fide Acquisition Proposal, Western may release such Person from its standstill obligation only to the extent required to allow such Person to confidentially propose provide the Acquisition Proposal for consideration by the Western Board of Directors in accordance with this Section 3.5 and to enter into, or participate in, any discussions or negotiations with Western and be furnished with information concerning Western, to the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach of extent permitted pursuant to Section 4.4(a) by Silvermex or any of its representatives) that the Silvermex Board determines, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely to constitute a Superior Proposal.3.5(c); (ce) Silvermex Western shall promptly notify First MajesticPurchaser, at first orally and then in writing, of any Acquisition Proposal received after the date hereof, of any confidentiality agreement entered into in respect of any such Acquisition Proposal and any enquiry inquiry or contact received after the date hereof that could reasonably be expected to lead to an Acquisition Proposal, or any amendments to the foregoing, or any request for non-public information relating to Silvermex in connection with an Acquisition Proposal Western received after the date hereof or for access to the properties, books or records of Silvermex Western by any Person that informs Silvermex Western that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal. Such Proposal after the date hereof; which notice shall will include a description of the any known material terms and conditions of such Acquisition Proposal (including any proposalform of agreement proposed to be entered into) and shall indicate such details, to the extent known, of the Acquisition Proposal, inquiry or contact as Purchaser may reasonably request, including the identity of the Person making such proposal, enquiry inquiry or contact, a copy of any written form of Acquisition Proposal and provide such other details of the proposal, enquiry or contact as First Majestic may reasonably request. Silvermex shall: (i) Western shall keep First Majestic fully Purchaser informed of the status status, including any change to the material terms terms, of any such Acquisition Proposal or enquiry; and (ii) inquiry. In addition, Western shall provide to First Majestic as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Silvermex from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex to any Person in connection with any Acquisition Proposal. (d) If Silvermex receives a request for material non-public information from a Person who has made an unsolicited bona fide written Acquisition Proposal and Silvermex is permitted, as contemplated under the second sentence of Section 4.4(a) to negotiate the terms of such Acquisition Proposal, then, and only in such case, the Silvermex Board may, subject to the execution by such Person of a confidentiality agreement on terms substantially similar to the Confidentiality Agreement, provide such Person with access to information regarding Silvermex; provided, however, that Silvermex sends a copy of any such confidentiality agreement to First Majestic promptly upon its execution and concurrently provides First Majestic Purchaser with a list of or copies of the information provided to such any Person in respect of which a confidentiality agreement is entered into in respect of any Acquisition Proposal pursuant to Section 3.5(c) and shall provide Purchaser with access to similar any information which was provided to any such Person.; (ef) Prior Western shall give Purchaser, orally and in writing, at least three (3) Business Days advance notice of any decision by the Western Board of Directors to the earlier of the Effective Time and the termination of this Agreementaccept, Silvermex shall notrecommend, except with the prior written consent of First Majestic, take any action approve or enter into an agreement to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition implement a Superior Proposal, or any Person making an Acquisition Proposal, not subject to which notice shall confirm that the Shareholder Rights Plan (including redemption Western Board of any rights created under the Shareholder Rights Plan) unless the Directors has determined that such Acquisition Proposal constitutes a Superior Proposal, shall identify the Person making the Superior Proposal and Silvermex has complied shall provide a true and complete copy thereof and any amendments thereto. During such three (3) Business Day period, Western agrees not to accept, recommend, approve or enter into any agreement to implement such Superior Proposal and shall not withdraw, modify or change its recommendation in respect of the Arrangement or waive any provision of any standstill obligation with respect thereto except as permitted in Section 3.5(d). In addition, during such three (3) Business Day period Western shall, and shall cause its financial and legal advisors to, negotiate in good faith with Purchaser and its financial and legal advisors, to make such adjustments in the terms and conditions of this Agreement and the Arrangement as would enable Western to proceed with the Arrangement as amended rather than the Superior Proposal. In the event Purchaser proposes to amend this Agreement and the Arrangement to provide that the Western Shareholders shall receive a value per Western Common Share equal to or having a value greater than the value per Western Common Share provided in the Superior Proposal and so advises the Western Board of Directors prior to the expiry of such three (3) Business Day period, the Western Board of Directors shall not accept, recommend, approve or enter into any agreement to implement such Superior Proposal and shall not release the party making the Superior Proposal from any standstill provisions and shall not withdraw, modify or change its recommendation in respect of the Arrangement. If the Western Board of Directors continues to believe that such Superior Proposal remains a Superior Proposal and therefore rejects Purchaser’s amended proposal, Western may terminate this Agreement pursuant to Section 4.4 and Section 4.5 and 8.1(a)(iv), provided further however, that any Western must pay to the Purchaser the Purchaser Termination Fee concurrently with such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting. In the event that Western provides Purchaser with a copy of the notice referred to in this Section 3.5(f) on a date that is less than three (3) Business Days prior to the Western Meeting, Western shall adjourn the Meeting to a date that is not less than three (3) Business Days and not more than 10 Business Days after the date of the notice; (g) Nothing contained in this Section 3.5 shall prohibit the Western Board of Directors from: (i) making any Person requests any Governmental Entity disclosure of an Acquisition Proposal to invalidate or cease trade the Shareholder Rights PlanWestern Shareholders prior to the Effective Time if, Silvermex shall oppose any such application unless in the Silvermex good faith judgment of the Western Board determines, of Directors after consultation with receiving the advice of outside legal counsel, that such disclosure is necessary for the Western Board of Directors to do so is not act in a manner consistent with its fiduciary duties.duties or is otherwise required under Applicable Law; (ii) taking any other action with regard to an Acquisition Proposal to the extent ordered or otherwise mandated by any court of competent jurisdiction; (iii) responding to a bona fide request for information that could reasonably be expected to lead to an Acquisition Proposal solely by advising that no information can be provided unless a bona fide written Acquisition Proposal is made and then only in compliance with Section 3.5(c); (iv) complying with Section 172 of the Securities Act and similar provisions under Applicable Laws relating to the provision of directors’ circulars and making appropriate disclosure with respect thereto to Western Shareholders; and (v) waiving the application of the Western Shareholder Rights Plan in respect of any Superior Proposal but only following Western’s compliance with Section 3.5(f); (fh) Silvermex Western also acknowledges and agrees that each successive material modification of any Acquisition Proposal shall ensure constitute a new Acquisition Proposal for purposes of the requirement under Section 3.5(f) to initiate an additional three (3) Business Day notice period; (i) The Western Board of Directors shall promptly reaffirm its recommendation of the Arrangement by press release after any Acquisition Proposal (which is determined not to be a Superior Proposal) is publicly announced or made; and (j) Purchaser agrees that its officers, directors all information that may be provided to it by Western with respect to any Acquisition Proposal pursuant to this Section 3.5 shall be treated as if it were “Confidential Information” as that term is defined in the Confidentiality Agreement and employees and any financial advisors shall not be disclosed or other advisors, representatives or agents retained by it are aware of used except in accordance with the provisions of the Confidentiality Agreement or in order to enforce its rights under this Section 4.4, and it shall be responsible for any breach of this Section 4.4 by any such PersonAgreement in legal proceedings.

Covenants Regarding Non-Solicitation. (a) Subject to Section 4.5 Other than in respect of the Arrangement, Silvermex E&C shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, through any officer, director, employee, advisor, representative or agent of Silvermex agent, or any Silvermex Subsidiary: otherwise (i) solicit, initiate initiate, facilitate, engage in or respond to or encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) any inquiries, proposals or transactions involving E&C and/or its Subsidiaries regarding any merger, amalgamation, arrangement, restructuring, take-over bid, tender offer, exchange offer, sale or purchase of substantial assets, sale or purchase of a material number of treasury shares, any material equity interest or rights or any other material interests therein or thereto, any business combination, liquidation, reorganization or recapitalization or any similar transaction or series of related or similar transactions which would have the initiation effect of any inquiries of the foregoing (any of the foregoing inquiries, proposals or proposals regarding transactions being referred to herein as an “Acquisition Proposal; ”); (ii) encourage or participate in any discussions or negotiations regarding any Acquisition Proposal or potential Acquisition Proposal; ; (iii) withdraw, modify accept or qualify or propose publicly to withdraw, modify or qualify in a manner adverse to First Majestic the approval of the Silvermex Board or any committee thereof of the transactions contemplated hereby; (iv) approve or recommend recommend, or propose publicly agree to accept, approve or recommend recommend, any Acquisition Proposal or remain neutral with respect to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position or a neutral position with respect to an potential Acquisition Proposal, ; or (iv) cause E&C or any material amendment thereto, until five Business Days following the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or (v) Subsidiary to enter into any letter of intent, agreement in principle, agreement, arrangement or understanding related to any Acquisition Proposal (except as permitted by Section 4.4(d)). Notwithstanding the preceding sentence of or potential Acquisition Proposal; provided that nothing contained in this Section 4.4(a) and any other provision of this Agreement, nothing Agreement shall prevent the Silvermex Board prior to of Directors from taking any of the Silvermex Meeting from consideringactions described in clauses (i) through (iv) above in respect of a bona fide, participating in any discussions or negotiations, or entering into a confidentiality agreement and providing information pursuant to Section 4.4(d), regarding an unsolicited bona fide written Acquisition Proposal that did not otherwise result from a breach of this Section 4.4 and that the Silvermex Board determines in good faith, after consultation with financial advisors and outside legal counsel, is reasonably likely to constitute a Superior Proposal. Silvermex shall not consider, negotiate, accept or recommend an Acquisition Proposal received after the date of the Silvermex Meeting. Silvermex shall, and shall cause its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it, to cease immediately upon execution of this Agreement all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. To the extent it has not already done so, Silvermex shall deny access to all parties other than First Majestic and its advisors, employees and agents to any and all data rooms which may have been opened. Silvermex shall immediately request the return of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agents) who have entered into a confidentiality agreement with Silvermex relating to a potential Acquisition Proposal, shall use all reasonable efforts to ensure that such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses or action (actual or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion of the Arrangement.hereof that: (bi) Silvermex shall not amend, modify, waive or fail to enforce on a timely basis any obligation under any confidentiality or standstill agreement or amend any such agreement or other conditions included in any agreement between Silvermex and a third party, except to allow such Person to confidentially propose to the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex any agreement between the person making such Acquisition Proposal and E&C or any of its representativesSubsidiaries, or this Section 4.5; (ii) involves substantially all of the outstanding equity of E&C or substantially all of the consolidated assets of E&C; and (iii) in respect of which the Board of Directors determines in its good faith judgment, after consultation with its financial advisors and its outside counsel (which outside counsel shall have advised the Board of Directors that failing to take any such action would be inconsistent with the performance of its duties under applicable Law), that there is a reasonable likelihood that any required financing will be obtained and that the Silvermex Board determinesAcquisition Proposal would, after receipt of written advice from if consummated in accordance with its legal and financial advisorsterms, constitutes or result in a transaction that: (A) is reasonably likely capable of completion in accordance with its terms without undue delay, taking into account all legal, financial, regulatory, financing and other aspects of such Acquisition Proposal and the person making such Acquisition Proposal and (B) is more favourable to constitute E&C Securityholders than the Arrangement taking into account any approval requirements and all other financial, legal, regulatory and other aspects of such proposal. (any such Acquisition Proposal being referred to herein as a “Superior Proposal”). (b) From and after the date hereof, E&C shall immediately cease and cause to be terminated in writing any existing discussions or negotiations with any Person (other than Parent or Acquisitionco) with respect to any potential Acquisition Proposal and shall, subject to this Section 4.5, immediately cease to provide any other Person with access to information concerning E&C and its Subsidiaries and exercise all rights it has to require the return of all confidential information from each such Person. E&C agrees not to release or permit the release of any Person from, or waive, any confidentiality, non-solicitation or standstill agreement to which such Person is a party, except as permitted under Section 4.5(a). (c) Silvermex E&C shall promptly notify First Majestic, at first Parent and Acquisitionco orally and then in writing, writing within 24 hours of any Acquisition Proposal and or any enquiry that could lead amendment to an Acquisition Proposal, Proposal being received directly or any amendments to the foregoingindirectly by E&C, or any request for non-non- public information relating to Silvermex E&C or any of its Subsidiaries, as the case may be, in connection with such an Acquisition Proposal or for access to the properties, books or and/or records of Silvermex E&C or any Subsidiary, by any Person that informs Silvermex E&C or such Subsidiary that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal. Such written notice shall include a copy of any such written Acquisition Proposal and all amendments thereto or, in the absence of a written Acquisition Proposal, a description of the material terms and conditions of any proposalthereof, in either case including the identity of the Person making such proposalthe Acquisition Proposal, enquiry inquiry or contact, a copy of any written form of Acquisition Proposal and provide such other details of the proposal, enquiry or contact as First Majestic may reasonably request. Silvermex shall: (i) keep First Majestic fully informed of the status including any change to the material terms of any such Acquisition Proposal or enquiry; and (ii) provide to First Majestic as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Silvermex from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex to any Person in connection with any Acquisition Proposal. (d) If Silvermex E&C receives a request for material non-public information from a Person who has made proposes in writing an unsolicited bona fide written Acquisition Proposal and Silvermex is permittedthe Board of Directors determines that such proposal would be, as contemplated under the second sentence of Section 4.4(a) to negotiate the terms of such Acquisition if consummated in accordance with its terms, a Superior Proposal, then, and only in such case, the Silvermex Board of Directors may, subject to the execution by such Person of a confidentiality agreement on terms substantially similar (or in reliance upon a confidentiality agreement that was entered into prior to the Confidentiality date of this Agreement), provide such Person with access in accordance with Section 4.5(a) to information regarding Silvermex; providedE&C, however, that Silvermex the Person making the Acquisition Proposal shall not be precluded thereunder from making the Acquisition Proposal, and provided further that E&C sends a copy of any such confidentiality agreement (other than a confidentiality agreement entered into prior to First Majestic the date of this Agreement) to Parent promptly upon its execution and concurrently provides First Majestic Parent is immediately provide with a list of or and copies of the all information provided to such Person not previously provided to Parent and is immediately provided with access to information similar information to that which was provided to such Person. (e) Prior to the earlier of the Effective Time and the termination of this Agreement, Silvermex shall not, except with the prior written consent of First Majestic, take any action to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition Proposal, or any Person making an Acquisition Proposal, not subject to the Shareholder Rights Plan (including redemption of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex has complied with the provisions of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex shall oppose any such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary duties. (f) Silvermex E&C shall ensure that its officers, directors and employees and those of its Subsidiaries and any financial advisors or financial, legal and other advisors, agents and representatives or agents retained by it E&C are aware of the provisions of this Section 4.44.5, and it E&C shall be responsible for any breach of this Section 4.4 4.5 by any such Person. (f) Nothing contained in this Section 4.5 shall prohibit the Board of Directors from making any disclosure to all of the E&C Securityholders prior to the Effective Date if, in the good faith judgment of the Board of Directors, after consultation with outside counsel, such disclosure is necessary for the Board of Directors to act in a manner consistent with its fiduciary duties or is otherwise required under applicable Law. (g) If the Board of Directors receives what it determines in good faith constitutes a Superior Proposal, or upon receipt of any amendment or modification to any Superior Proposal, in each case, E&C shall provide to Parent a written copy of all documentation relating to such Superior Proposal or such amendment or modification thereto promptly and in no event later than 48 hours after such receipt.

Covenants Regarding Non-Solicitation. (a) Subject Except as provided in this Agreement, Primero shall not, and shall cause its Representatives to Section 4.5 , Silvermex shall not, directly or indirectly, through any officer, director, employee, representative or agent of Silvermex or any Silvermex Subsidiary: (i) make, initiate, solicit, initiate encourage or encourage otherwise knowingly facilitate (including by way of furnishing information or entering into according access to information or any form site visit) any inquiry, expression of agreementinterest, arrangement proposal or understanding) the initiation of any inquiries offer that constitutes an Acquisition Proposal or proposals regarding that could reasonably be expected to lead to an Acquisition Proposal; (ii) participate in any discussions or negotiations with any Person (other than First Majestic and its affiliates) regarding any an Acquisition Proposal or that could reasonably be expected to lead to an Acquisition Proposal; (iii) withdraweffect a Change of Recommendation; or (iv) accept, modify or qualify enter into, or propose publicly to withdrawaccept or enter into, modify or qualify in a manner adverse to First Majestic the approval of the Silvermex Board or any committee thereof of the transactions contemplated hereby; (iv) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal or remain neutral with respect to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal, or any material amendment thereto, until five Business Days following the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or (v) enter into any letter of intent, memorandum of understanding, term sheet, agreement in principle, agreement, arrangement or understanding related to any Acquisition Proposal (except as permitted by Section 4.4(d)4.4). Notwithstanding anything to the preceding sentence of contrary contained in this Section 4.4(a) 4.3, in the event that Primero receives a written Acquisition Proposal from any Person after the date hereof and any other provision of this Agreement, nothing shall prevent the Silvermex Board prior to the Silvermex Primero Shareholder Meeting from considering, participating in any discussions or negotiations, or entering into a confidentiality agreement that was not solicited by Primero and providing information pursuant to Section 4.4(d), regarding an unsolicited bona fide written Acquisition Proposal that did not otherwise result from a breach of this Section 4.4 4.3, and subject to Primero’s compliance with Section 4.3(d), Primero and its Representatives may (i) contact such Person to clarify the terms and conditions of such Acquisition Proposal, (ii) furnish information with respect to it to such Person pursuant to an Acceptable Confidentiality Agreement, provided that (A) Primero provides a copy of such Acceptable Confidentiality Agreement to First Majestic promptly upon its execution and (B) Primero contemporaneously provides to First Majestic a list of all non-public information concerning Primero that is provided to such Person and provides to First Majestic copies of any such non-public information which was not previously provided to First Majestic or its Representatives, and (iii) participate in any discussions or negotiations regarding such Acquisition Proposal; provided, however, that, prior to taking any action described in clauses (ii) or (iii) above, the Silvermex Primero Board determines in good faith, after consultation with its financial advisors and outside legal counsel, is that such Acquisition Proposal could reasonably likely be expected to constitute lead to a Superior Proposal. Silvermex shall not consider, negotiate, accept or recommend an Acquisition Proposal after the date of the Silvermex Meeting. Silvermex and failure to take such action would be inconsistent with its fiduciary duties under applicable Laws. (b) Primero shall, and shall cause its officersRepresentatives to, directors immediately cease and employees and cause to be terminated any financial advisors solicitation, encouragement, discussion, negotiation or other advisors, representatives communications with any Person (other than First Majestic and its Representatives) conducted heretofore by Primero or agents retained by it, to cease immediately upon execution any of this Agreement all discussions and negotiations regarding any proposal that constitutesits Representatives with respect to, or which may reasonably be expected to lead to, an Acquisition Proposal. To the extent it has not already done so, Silvermex Primero shall immediately discontinue or deny access to all parties other than First Majestic and its advisors, employees and agents Representatives to any and all data rooms which may have been opened. Silvermex Primero shall immediately promptly request the return or destruction of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agentsRepresentatives) who have entered into a confidentiality agreement with Silvermex Primero relating to a potential Acquisition Proposal, shall use all reasonable commercial efforts to ensure that such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses or action (actual or threatened) by any recipient of to the extent Primero is entitled to do so under such request which could hinder, prevent, delay or otherwise adversely affect the completion of the Arrangementconfidentiality agreements. (bc) Silvermex shall Primero represents and warrants that it has not waived any confidentiality, standstill or similar agreement or restriction to which Primero or a Primero Subsidiary is a party, except to permit submissions of expressions of interest prior to the date hereof pursuant to the Primero Strategic Process and Primero covenants and agrees that it shall: (i) not release any Persons from, or terminate, amend, suspend, modify, or waive or fail to enforce on a timely basis any obligation of any other Person under any confidentiality or standstill agreement or amend agreement; and (ii) promptly and diligently enforce all standstill, non-disclosure, non- disturbance, non-solicitation and similar covenants of any such agreement or other conditions included Person in any letter of intent, memorandum of understanding, term sheet, agreement between Silvermex and a third partyin principle, except to allow such Person to confidentially propose agreement, arrangement or understanding that it has entered into prior to the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex date hereof or any of its representatives) that enters into after the Silvermex Board determines, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely to constitute a Superior Proposaldate hereof. (cd) Silvermex Primero shall promptly (and, in any event, within 24 hours of receipt) notify First Majestic, at first orally and then in writing, of receipt by Primero or any Primero Subsidiary or any of their respective Representatives of any Acquisition Proposal and (whether or not in writing) or any enquiry that could may reasonably be expected to lead to an Acquisition Proposal, or any amendments to the foregoing, or any request for non-public information relating to Silvermex Primero in connection with an Acquisition Proposal or for access to the properties, books or records of Silvermex Primero by any Person that informs Silvermex Primero or its Representatives that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal. Such notice shall include a description of the material terms and conditions of any proposal, proposal and the identity of the Person making such proposal, enquiry or contact, and a copy of any written form of Acquisition Proposal and provide any other documents representing such other details of the proposal, enquiry or contact as First Majestic may reasonably requestAcquisition Proposal. Silvermex Primero shall: (i) keep First Majestic fully informed of the status including any change to the material terms of any such Acquisition Proposal or enquiry; and (ii) provide to First Majestic as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Silvermex Primero from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex Primero to any Person in connection with any Acquisition Proposal. (d) If Silvermex receives a request for material non-public information from a Person who has made an unsolicited bona fide written Acquisition Proposal and Silvermex is permitted, as contemplated under the second sentence of Section 4.4(a) to negotiate the terms of such Acquisition Proposal, then, and only in such case, the Silvermex Board may, subject to the execution by such Person of a confidentiality agreement on terms substantially similar to the Confidentiality Agreement, provide such Person with access to information regarding Silvermex; provided, however, that Silvermex sends a copy of any such confidentiality agreement to First Majestic promptly upon its execution and concurrently provides First Majestic with a list of or copies of the information provided to such Person and access to similar information which was provided to such Person. (e) Prior to the earlier of the Effective Time and the termination of this Agreement, Silvermex shall not, except with the prior written consent of First Majestic, take any action to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition Proposal, or any Person making an Acquisition Proposal, not subject to the Shareholder Rights Plan (including redemption of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex has complied with the provisions of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex shall oppose any such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary duties. (f) Silvermex Primero shall ensure that its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it Representatives are aware of the provisions of this Section 4.44.3, and it shall be responsible for any breach of this Section 4.4 4.3 by any such PersonRepresentatives.

Covenants Regarding Non-Solicitation. (a) Subject to Section 4.5 Except as expressly provided in this Article 5, Silvermex Addax shall not, directly or indirectly, through any officer, director, employee, representative or agent of Silvermex or any Silvermex SubsidiaryRepresentative: (i) solicit, initiate initiate, knowingly encourage or encourage otherwise facilitate (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation any inquiries, offers, expressions of any inquiries interest or proposals regarding an Acquisition Proposal or potential Acquisition Proposal; (ii) participate in any substantive discussions or negotiations regarding regarding, or provide any confidential information with respect to or otherwise cooperate in any way with, any Acquisition Proposal or potential Acquisition Proposal; (iii) withdraw, modify or qualify or propose publicly to withdraw, modify or qualify in a manner adverse to First Majestic the approval of the Silvermex Board or any committee thereof of the transactions contemplated hereby; (iv) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal or remain neutral with respect potential Acquisition Proposal; (iv) enter into any agreement related to an any Acquisition Proposal which has been publicly announced or potential Acquisition Proposal (it being understood that publicly taking no position other than a confidentiality agreement contemplated by Section 5.2(c)); (v) withdraw, change, modify or a neutral position with respect to an Acquisition Proposalqualify, or any material amendment theretopropose publicly to withdraw, until five Business Days following change, modify or qualify, in a manner adverse to Purchaser, the public announcement determinations and recommendations of such Acquisition Proposal shall not be considered a violation of this sectionthe Addax Board referred to in Section 2.2(a)(ii); or (vvi) enter into waive any letter of intentprovision of, agreement or release or terminate, any standstill provisions contained in principleany confidentiality, agreementnon disclosure, arrangement standstill or understanding related other agreements relating to any actual or potential Acquisition Proposal, or amend any such agreement or consent to the making of an Acquisition Proposal (except as permitted by Section 4.4(d)). Notwithstanding in accordance with the terms of such agreement; provided, however, that notwithstanding the preceding sentence part of this Section 4.4(a5.2(a) and or any other provision of this Agreement, ; (vii) nothing shall prevent the Silvermex Addax Board prior to the Silvermex Meeting from considering, considering or participating in any discussions or negotiations, negotiations in respect of or entering into a confidentiality agreement and providing information pursuant responding to Section 4.4(d), regarding an unsolicited bona fide written Acquisition Proposal that did not otherwise result from a breach of this Section 4.4 and that any person, provided that: (A) the Silvermex Addax Board determines in good faith, after consultation with financial advisors and outside legal counseladvisors, is reasonably likely to constitute a Superior Proposal. Silvermex shall not consider, negotiate, accept or recommend an that the Acquisition Proposal after the date of the Silvermex Meeting. Silvermex shall, and shall cause its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it, to cease immediately upon execution of this Agreement all discussions and negotiations regarding any proposal that constitutes, is or may reasonably be expected to lead to, an result in a Superior Acquisition Proposal. To the extent it has not already done so, Silvermex shall deny access to all parties other than First Majestic and its advisors, employees and agents to any and all data rooms which may have been opened. Silvermex shall immediately request the return of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agents) who have entered into a confidentiality agreement with Silvermex relating to a potential Acquisition Proposal, shall use all reasonable efforts to ensure that such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses or action (actual or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion of the Arrangement. (b) Silvermex shall not amend, modify, waive or fail to enforce on a timely basis any obligation under any confidentiality or standstill agreement or amend any such agreement or other conditions included in any agreement between Silvermex and a third party, except to allow such Person to confidentially propose to the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex or any of its representatives) that the Silvermex Board determines, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely to constitute a Superior Proposal. (c) Silvermex shall promptly notify First Majestic, at first orally and then in writing, of any Acquisition Proposal and any enquiry that could lead to an Acquisition Proposal, or any amendments to the foregoing, or any request for non-public information relating to Silvermex in connection with an Acquisition Proposal or for access to the properties, books or records of Silvermex by any Person that informs Silvermex that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal. Such notice shall include a description of the material terms and conditions of any proposal, the identity of the Person making such proposal, enquiry or contact, a copy of any written form of Acquisition Proposal and provide such other details of the proposal, enquiry or contact as First Majestic may reasonably request. Silvermex shall: (i) keep First Majestic fully informed of the status including any change to the material terms of any such Acquisition Proposal or enquiry; and (ii) provide to First Majestic as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Silvermex from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex to any Person in connection with any Acquisition Proposal. (d) If Silvermex receives a request for material non-public information from a Person who has made an unsolicited bona fide written Acquisition Proposal and Silvermex is permitted, as contemplated under the second sentence of Section 4.4(a) to negotiate the terms of such Acquisition Proposal, then, and only in such case, the Silvermex Board may, subject to the execution by such Person of a confidentiality agreement on terms substantially similar to the Confidentiality Agreement, provide such Person with access to information regarding Silvermex; provided, however, that Silvermex sends a copy of any such confidentiality agreement to First Majestic promptly upon its execution and concurrently provides First Majestic with a list of or copies of the information provided to such Person and access to similar information which was provided to such Person. (e) Prior to the earlier of the Effective Time and the termination of this Agreement, Silvermex shall not, except with the prior written consent of First Majestic, take any action to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition Proposal, or any Person making an Acquisition Proposal, not subject to the Shareholder Rights Plan (including redemption of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex has complied with the provisions of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex shall oppose any such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary duties. (f) Silvermex shall ensure that its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it are aware of the provisions of this Section 4.4, and it shall be responsible for any breach of this Section 4.4 by any such Person.

Covenants Regarding Non-Solicitation. (a) Subject to Except as otherwise provided in this Section 4.5 4.6 , Silvermex Miranda shall not, and shall cause each of its subsidiaries not to, directly or indirectly, through any officer, director, employee, agent or representative or agent of Silvermex Miranda or any Silvermex Subsidiaryof its subsidiaries or affiliates: (i) make, solicit, initiate initiate, knowingly encourage, continue or encourage otherwise facilitate (including by way of furnishing information information, permitting any visit to any facilities or properties of Miranda or any Miranda subsidiary or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries inquiries, proposals or proposals offers regarding an Acquisition Proposal; (ii) engage or participate in any discussions or negotiations regarding any Acquisition Proposal, provided that, for greater certainty, Miranda may (A) advise any Person requesting access to information with respect to Miranda or any of its subsidiaries that such access cannot be provided except in accordance with the terms of this Agreement; and (B) advise any Person making an unsolicited Acquisition Proposal that such Acquisition Proposal does not constitute a Superior Proposal when the Miranda Board has so determined; (iii) withdraw, modify modify, change or qualify qualify, or propose publicly to withdraw, modify modify, change or qualify qualify, in a any manner adverse to First Majestic Belden or the Acquiror, the approval of the Silvermex Miranda Board or any committee thereof of this Agreement or the transactions contemplated hereby;recommendation of the Miranda Board or any committee thereof that Miranda Shareholders accept the Offer; or (iv) approve or approve, recommend or propose publicly to approve or recommend any Acquisition Proposal or remain neutral with respect to, or propose publicly to an approve, recommend or remain neutral with respect to, any Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal, or any material amendment thereto, Proposal until five Business Days ten (10) calendar days following the public announcement of such Acquisition Proposal shall not be considered a violation of this sectionSection 4.6(a)(iv); or); (v) release any Person from or waive, or fail to enforce on a timely basis or otherwise forbear the enforcement of, any confidentiality or standstill agreement with any Person (A) except to allow such Person to confidentially propose to the Miranda Board an unsolicited Acquisition Proposal or otherwise make a Superior Proposal, and (B) provided that any automatic release or deemed waiver from the standstill provisions of any such agreement in accordance with its terms shall not constitute a breach of this Section 4.6(a)(v); (vi) accept or enter into into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement arrangement, understanding or understanding undertaking related to any Acquisition Proposal Proposal. (except as permitted by Section 4.4(d)). Notwithstanding the preceding sentence of this Section 4.4(ab) and any other provision of this Agreement, nothing shall prevent the Silvermex Board prior to the Silvermex Meeting from considering, participating in any discussions or negotiations, or entering into a confidentiality agreement and providing information pursuant to Section 4.4(d), regarding an unsolicited bona fide written Acquisition Proposal that did not otherwise result from a breach of this Section 4.4 and that the Silvermex Board determines in good faith, after consultation with financial advisors and outside legal counsel, is reasonably likely to constitute a Superior Proposal. Silvermex shall not consider, negotiate, accept or recommend an Acquisition Proposal after the date of the Silvermex Meeting. Silvermex Miranda shall, and shall cause its the officers, directors and employees representatives of Miranda and any financial advisors or other advisorsits subsidiaries to, representatives or agents retained by it, to cease immediately upon execution of this Agreement all current discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition ProposalProposal and, in connection therewith, Miranda shall discontinue access to any other Persons to any data rooms (virtual or otherwise) made available by and under the control of Miranda. To Within three Business Days following the date of this Agreement (or, where Section 4.6(a)(iv) is applicable, promptly following the end of the Diligence Period), Miranda shall request to the extent it has not already done so, Silvermex shall deny access to all parties other than First Majestic permitted under the applicable confidentiality and its advisors, employees and agents to any and all data rooms which may have been opened. Silvermex shall immediately request standstill agreement the return or destruction of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agents) Persons who have entered into a confidentiality and standstill agreement with Silvermex Miranda relating to a any potential Acquisition Proposal, Proposal and shall use all commercially reasonable efforts to ensure that such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses or action (actual or threatened) by any recipient accordance with the terms of such request which could hinder, prevent, delay or otherwise adversely affect the completion of the Arrangement. (b) Silvermex shall not amend, modify, waive or fail to enforce on a timely basis any obligation under any confidentiality or and standstill agreement or amend any such agreement or other conditions included in any agreement between Silvermex and a third party, except to allow such Person to confidentially propose to the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex or any of its representatives) that the Silvermex Board determines, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely to constitute a Superior Proposalagreements. (c) Silvermex Miranda shall not, directly or indirectly, through any officer, director, agent or representative of Miranda or any of its subsidiaries or affiliates, offer or commit to pay or pay any fee to any Person or assume or agree to reimburse the expenses of any Person as an inducement to the making of or otherwise in connection with any Acquisition Proposal. (d) Miranda shall, as promptly as practicable (and in any event within 24 hours after it has received any proposal, inquiry, offer or request), notify First MajesticBelden, at first orally and then in writing, of any proposal, inquiry, offer or request relating to or constituting an Acquisition Proposal and any enquiry that or which could reasonably be expected to lead to an Acquisition Proposal, or any amendments to the foregoing, or any request for non-public information relating to Silvermex Miranda or any subsidiary in connection with an Acquisition Proposal or for access to the properties, books or records of Silvermex Miranda or any subsidiary by any Person that informs Silvermex Miranda or such subsidiary that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal, or any amendments thereto. Such notice shall include a copy of any written proposal and if the proposal is not in written form, a description of the material terms and conditions of any proposal, the identity of the Person making such proposal, enquiry inquiry or contactcontact and, a copy of any written form of Acquisition Proposal and in all cases, provide such other details of the proposal, enquiry inquiry, contact, discussions or contact negotiations as First Majestic Belden may reasonably request. Silvermex shall: (i) Miranda shall keep First Majestic fully Belden informed of the status status, including any change to any of the material terms terms, of any such Acquisition Proposal or enquiryinquiry and will respond promptly to all inquiries by Belden with respect thereto. (e) Notwithstanding Section 4.6(a) or any other provision of this Agreement, following the receipt by Miranda of a written Acquisition Proposal (including an amendment, change or modification to an Acquisition Proposal made prior to the date hereof) that was not solicited after the date hereof in contravention of Sections 4.6(a) through 4.6(c) and did not otherwise involve any contravention of Sections 4.6(a) through 4.6(c), then the Miranda Board may: (i) contact the Person making such Acquisition Proposal and its representatives for the sole purpose of clarifying the terms and conditions of such Acquisition Proposal and the likelihood of its consummation so as to determine whether such Acquisition Proposal is, or could reasonably be expected to lead to, a Superior Proposal; and (ii) provide to First Majestic as soon as practicable if the Miranda Board determines, after receipt or delivery thereof consultation with copies of all correspondence its outside legal counsel and other written material sent or provided to Silvermex from any Person in connection with any financial advisors, that such Acquisition Proposal is, or sent or provided by Silvermex could reasonably be expected to any Person in connection lead to, a Superior Proposal and that the failure to take the relevant action would be inconsistent with any Acquisition Proposal.the fiduciary duties of the Miranda Board: (dA) If Silvermex receives a request for material non-public information from a provide the Person who has made an unsolicited bona fide written making such Acquisition Proposal and Silvermex is permitted, as contemplated under the second sentence of Section 4.4(a) to negotiate the terms of such Acquisition Proposal, then, and only in such case, the Silvermex Board may, subject to the execution by such Person of a confidentiality agreement on terms substantially similar to the Confidentiality Agreement, provide such Person its representatives with access to information regarding SilvermexMiranda for a period of no more than five Business Days (the “Diligence Period”); providedand (B) engage in discussions and negotiations with respect to the Acquisition Proposal with the Person making such Acquisition Proposal and its representatives; provided that (i) Miranda first enters into a confidentiality agreement with such Person, howeverthe terms of which are no less favourable in the aggregate to Miranda than the Confidentiality Agreement and includes a standstill provision that restricts such Person from announcing its intention to acquire, or acquiring any securities or assets of Miranda or any subsidiary without the approval of Miranda for a period of not less than one year from the date of such confidentiality agreement (provided that Silvermex no such confidentiality and standstill agreement shall prevent such Person from making, pursuing or completing an Acquisition Proposal in accordance with Sections 4.6 and 4.7), (ii) Miranda sends a copy of any such confidentiality agreement to First Majestic Belden promptly upon following its execution and concurrently provides First Majestic (iii) Xxxxxx is promptly provided with a list of or copies of of, and access to (to the extent not previously provided to Xxxxxx), the information provided to such Person; and (iv) as of the end of the Diligence Period, unless such Person and access to similar information which was provided has made a Superior Proposal, Miranda shall comply with Section 4.6(b) with respect to such Person. (e) Prior to the earlier of the Effective Time and the termination of this Agreement, Silvermex shall not, except with the prior written consent of First Majestic, take any action to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition Proposal, or any Person making an Acquisition Proposal, not subject to the Shareholder Rights Plan (including redemption of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex has complied with the provisions of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex shall oppose any such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary duties. (f) Silvermex Miranda shall ensure that its officers, officers and directors and employees its subsidiaries and affiliates and their respective officers and directors and any financial advisors or other advisors, representatives or agents retained by it or its subsidiaries and affiliates in connection herewith are aware of the provisions of this Section 4.44.6, and it shall be responsible for any breach of this Section 4.4 4.6 by any such Personits and its subsidiaries’ and affiliates’ respective officers, directors or representatives.

Covenants Regarding Non-Solicitation. (a) Sterling shall, and shall direct and cause its representatives and its subsidiaries and their representatives to immediately cease and cause to be terminated any solicitation, encouragement, activity, discussion or negotiation with any parties that may be ongoing with respect to an Acquisition Proposal whether or not initiated by Sterling and in connection therewith, Sterling shall request (and exercise all rights it has to require) the return of information regarding Sterling and its subsidiaries previously provided to such parties and shall request (and exercise all rights it has to require) the destruction of all materials including or incorporating any confidential information regarding Sterling and its subsidiaries. (b) Subject to Section 4.5 3 of this Schedule, Silvermex Sterling agrees that it shall not, and shall not authorize or permit any of its subsidiaries or any of its or its subsidiaries’ representatives, directly or indirectly, through any officer, director, employee, representative or agent of Silvermex or any Silvermex Subsidiary: to (i) solicit, initiate initiate, encourage or encourage (facilitate, including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of , any inquiries or the making of any proposals regarding an Acquisition Proposal; , (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; , (iii) withdraw, modify or modify, qualify or propose publicly to withdraw, modify or qualify change in a manner adverse to First Majestic Minco Silver, or publicly propose to withdraw, modify, qualify or change in a manner adverse to Minco Silver the approval approval, recommendation or declaration of advisability of the Silvermex Board or any committee thereof board of directors of Sterling of the transactions contemplated hereby; hereby (it being understood that failing to affirm the approval or recommendation of the board of directors of Sterling of the transactions contemplated hereby after an Acquisition Proposal has been publicly announced shall be considered an adverse modification), (iv) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal or remain neutral with respect to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal, or any material amendment thereto, until five Business Days following the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or (v) enter into any letter of intent, agreement in principle, agreement, arrangement or understanding related to any Acquisition Proposal (except as permitted by Section 4.4(d))or requiring Sterling to abandon, terminate or fail to consummate the Transaction or providing for the payment of any break, termination or other fees or expenses to any person in the event that Sterling or any of its subsidiaries completes the transactions contemplated hereby or any other transaction with Minco Silver or any of its affiliates agreed to prior to any termination of this Agreement. Notwithstanding the preceding sentence of this Section 4.4(a) and any other provision provisions of this Agreement, nothing shall prevent the Silvermex Board board of directors of Sterling may, prior to the Silvermex Meeting from consideringapproval of the Transaction by the Sterling Shareholders, participating consider, participate in any discussions or negotiationsnegotiations with, or entering into provide information in accordance with the last sentence of this paragraph to, any person who has delivered a confidentiality agreement and providing information pursuant to Section 4.4(d), regarding an unsolicited bona fide written Acquisition Proposal that which was not solicited or encouraged after the date of this Agreement and did not otherwise result from a breach of this Section 4.4 2 and that the Silvermex Board board of directors of Sterling determines in good faith, after alter consultation with its financial advisors and outside legal counsel, is reasonably likely a Superior Proposal; provided, however, that prior to taking any such action, (x) the board of directors of Sterling must receive written advice of outside counsel that it is necessary for the board of directors of Sterling to take such action in order to discharge properly its fiduciary duties, and (y) Sterling must obtain a confidentiality agreement from the person making such Acquisition Proposal that is substantively the same as the confidentiality agreement between the parties hereto, and on terms no more favourable to such person than such confidentiality agreement including a standstill provision at least as stringent as contained in such confidentiality agreement; provided further that Sterling shall not commence or participate in discussions or negotiations with, or provide information to any person who has delivered an unsolicited bona fide written Acquisition Proposal until 48 hours after Sterling shall have advised Minco Silver of its determination that such Acquisition Proposal would, if completed, constitute a Superior ProposalProposal and of its intention to take such actions. Silvermex Sterling shall not consider, negotiate, accept accept, approve or recommend an Acquisition Proposal or provide information to any person proposing an Acquisition Proposal, in each case after the date of the Silvermex Meeting. Silvermex shall, and shall cause its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it, to cease immediately upon execution of this Agreement all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. To the extent it has not already done so, Silvermex shall deny access to all parties other than First Majestic and its advisors, employees and agents to any and all data rooms which may have been opened. Silvermex shall immediately request the return of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agents) who have entered into a confidentiality agreement with Silvermex relating to a potential Acquisition Proposal, shall use all reasonable efforts to ensure that such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses or action (actual or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion approval of the Arrangement. (b) Silvermex shall not amend, modify, waive or fail to enforce on a timely basis any obligation under any confidentiality or standstill agreement or amend any such agreement or other conditions included in any agreement between Silvermex and a third party, except to allow such Person to confidentially propose to Transaction by the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex or any of its representatives) that the Silvermex Board determines, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely to constitute a Superior Proposal. (c) Silvermex shall promptly notify First Majestic, at first orally and then in writing, of any Acquisition Proposal and any enquiry that could lead to an Acquisition Proposal, or any amendments to the foregoing, or any request for non-public information relating to Silvermex in connection with an Acquisition Proposal or for access to the properties, books or records of Silvermex by any Person that informs Silvermex that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition ProposalSterling Shareholders. Such notice shall include a description of the material terms and conditions of any proposal, the identity of the Person making such proposal, enquiry or contact, a copy of any written form of Acquisition Proposal and provide such other details of the proposal, enquiry or contact as First Majestic may reasonably request. Silvermex shall: (i) keep First Majestic fully informed of the status including any change to the material terms of any such Acquisition Proposal or enquiry; and (ii) provide to First Majestic as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Silvermex from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex to any Person in connection with any Acquisition Proposal. (d) If Silvermex Sterling receives a request for material non-public information from a Person person who has made an unsolicited bona fide written Acquisition Proposal and Silvermex Sterling is permitted, as contemplated under the second sentence of this Section 4.4(a) 2, to negotiate the terms of such Acquisition Proposal, then, and only in such case, the Silvermex Board board of directors of Sterling may, subject to the execution by such Person person of a the confidentiality agreement on terms substantially similar to the Confidentiality Agreementas described in (y) above, provide such Person person with access to information regarding SilvermexSterling; provided, however, provided that Silvermex Sterling sends a copy of any such confidentiality agreement to First Majestic Minco Silver promptly upon its execution and concurrently provides First Majestic Minco Silver is provided with a list of or of, and copies of of, the information provided to such Person person and is immediately provided with access to similar information to which such person was provided. (c) From and after the date of this Agreement, Sterling shall promptly (and in any event within 24 hours) notify Minco Silver, at first orally and then in writings of any inquiries, proposals or offers relating to or constituting an Acquisition Proposal, or any request for non-public information relating to Sterling or any of its subsidiaries, Such notice shall include a description of the terms and conditions of any proposal, inquiry or offer, the identity of the person making such proposal, inquiry or offer and provide such other details of the proposal, inquiry or offer as Minco Silver may reasonably request. Sterling shall keep Minco Silver fully informed on a prompt basis of the status, including any change to the material terms, of any such inquiry, proposal or offer. (d) Nothing contained in Section 2(b) above shall prohibit the board of directors of Sterling from withdrawing, modifying, qualifying or changing its recommendation to the Sterling Shareholders in respect of the transactions contemplated hereby prior to the approval of the Transaction by the Sterling Shareholders, if the board of directors of Sterling determines, in good faith (after receiving written advice of outside counsel) that such withdrawal, modification, qualification or change is necessary for the board of directors of Sterling to act in a manner consistent with its fiduciary duties or applicable Laws; provided that (i) not less than 48 hours before the board of directors of Sterling considers any proposal in respect of any such withdrawal, modification, qualification or change, Sterling shall give Minco Silver written notice of such proposal and promptly advise Minco Silver of the proposed consideration of such proposal, including a summary of the reasons for the proposal withdrawal, modification, qualification or change, a copy of the written opinion of outside counsel and all other materials to be presented to the board of directors of Sterling in respect of its consideration of such Personproposal, and (ii) the foregoing shall not relieve Sterling from its obligation to proceed to call and hold the Sterling Meeting and to hold the vote on the Transaction Resolutions, except in circumstances where this Agreement is terminated in accordance with the terms hereof. (e) Prior Sterling shall use best efforts to the earlier of the Effective Time and the termination of this Agreement, Silvermex shall not, except with the prior written consent of First Majestic, take any action to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition Proposal, or any Person making an Acquisition Proposal, not subject to the Shareholder Rights Plan (including redemption of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex has complied with the provisions of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex shall oppose any such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary duties. (f) Silvermex shall ensure that its officers, directors and employees and its subsidiaries and their officers, directors and employees and any financial advisors or other advisors, advisors or representatives or agents retained by it are aware of the provisions of this Section 4.42, and it shall be responsible for any breach of this Section 4.4 2 by any such Personofficers, directors, employees, financial advisors or other advisors or representatives.

Covenants Regarding Non-Solicitation. (a) Subject QAT shall, and shall cause the officers, directors, employees, representatives and agents of it and of its subsidiaries to immediately cease any existing discussions or negotiations with any Person (other than Purchaser) with respect to any proposal that constitutes, or may reasonably be expected to constitute, an Acquisition Proposal and request, in accordance with the terms of any applicable confidentiality agreement (other than the Confidentiality Agreement), the return or destruction of all confidential information provided in connection therewith. (b) Except as otherwise provided in this Section 4.5 3.5, Silvermex QAT shall not, directly or indirectly, through any of its subsidiaries or through any officer, director, employee, investment banker, attorney or other representative or agent of Silvermex it or any Silvermex Subsidiaryof its subsidiaries: (i) solicit, initiate initiate, knowingly facilitate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understandinginformation) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any an Acquisition Proposal; (iii) withdrawwithdraw or modify, modify or qualify or propose publicly to withdrawwithdraw or modify, modify or qualify in a any manner adverse to First Majestic Purchaser, the approval of the Silvermex QAT Board or any committee thereof of Directors of the transactions contemplated herebyArrangement or the recommendation of the QAT Board of Directors to vote in favour of the Arrangement; (iv) approve furnish or recommend provide access to any information concerning QAT, its subsidiaries or propose publicly their respective businesses, properties or assets to approve or recommend any Acquisition Proposal or remain neutral with respect to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position or a neutral position with respect to an Acquisition ProposalPerson in connection with, or any material amendment thereto, until five Business Days following the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or (v) enter into any letter of intent, agreement in principle, agreement, arrangement or understanding related to any Acquisition Proposal (except as permitted by Section 4.4(d)). Notwithstanding the preceding sentence of this Section 4.4(a) and any other provision of this Agreement, nothing shall prevent the Silvermex Board prior to the Silvermex Meeting from considering, participating in any discussions or negotiations, or entering into a confidentiality agreement and providing information pursuant to Section 4.4(d), regarding an unsolicited bona fide written Acquisition Proposal that did not otherwise result from a breach of this Section 4.4 and that the Silvermex Board determines in good faith, after consultation with financial advisors and outside legal counsel, is reasonably likely to constitute a Superior Proposal. Silvermex shall not consider, negotiate, accept or recommend an Acquisition Proposal after the date of the Silvermex Meeting. Silvermex shall, and shall cause its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it, to cease immediately upon execution of this Agreement all discussions and negotiations regarding any proposal that constitutes, or may could reasonably be expected to lead toto or facilitate, an Acquisition Proposal. To the extent it has not already done so, Silvermex shall deny access to all parties other than First Majestic and its advisors, employees and agents to any and all data rooms which may have been opened. Silvermex shall immediately request the return of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agents) who have entered into a confidentiality agreement with Silvermex relating to a potential Acquisition Proposal, shall use all reasonable efforts to ensure that such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses or action (actual or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion of the Arrangement.; (bv) Silvermex shall not amend, modify, waive any provisions of or fail to enforce on a timely basis any obligation under release or terminate any confidentiality or standstill agreement between QAT and any Person relating to an actual or potential Acquisition Proposal, or amend any such agreement or consent to the making of an Acquisition Proposal in accordance with the terms of such agreement; or (vi) accept, recommend, approve or enter into or propose publicly to accept, recommend, approve or enter into any agreement, arrangement or understanding (other conditions included than a confidentiality agreement as permitted hereunder) related to any Acquisition Proposal. (c) Prior to the Effective Date, QAT and its officers, directors, employees, advisors or other representatives or agents may enter into, or participate in, any discussions or negotiations with a Person who seeks to initiate such discussions or negotiations and, subject to the entering into by such Person of a confidentiality agreement substantially similar to the Confidentiality Agreement (and QAT shall use its reasonable commercial efforts to cause the confidentiality agreement to, among other things, contain details regarding shareholdings of such Person in any agreement between Silvermex QAT), may furnish to such Person information concerning QAT and its business, properties and assets, in each case if, and only to the extent that: (i) such Person has first made an unsolicited bona fide Acquisition Proposal which the QAT Board of Directors determines in good faith (after consultation with its financial advisors) would, if consummated in accordance with its terms, be reasonably expected to result in, a third partySuperior Proposal; (ii) the QAT Board of Directors, except after receiving the advice of outside legal counsel, has determined in good faith that the failure to take such action would be inconsistent with the fiduciary duties of the QAT Board of Directors; and (iii) QAT has provided to Purchaser the information required to be provided under subsection 3.5(e) in respect of such Acquisition Proposal and has promptly notified Purchaser in writing of the determinations in paragraphs 3.5(c)(i) and 3.5(c)(ii) above. (d) If, prior to the Effective Time, QAT receives a request from a Person who is subject to a standstill obligation to waive or release such Person from its standstill obligation in order to make an unsolicited bona fide Acquisition Proposal or to implement a Superior Proposal, QAT may release such Person from its standstill obligation only to the extent required to allow such Person to confidentially propose provide the Acquisition Proposal for consideration by the QAT Board of Directors in accordance with this Section 3.5 and to enter into, or participate in, any discussions or negotiations with QAT and be furnished with information concerning QAT, to the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex extent permitted pursuant to subsection 3.5(c), or any of its representatives) that the Silvermex Board determines, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely to constitute implement a Superior Proposal. (ce) Silvermex QAT shall promptly notify First MajesticPurchaser, at first orally and then in writing, of any Acquisition Proposal received after the date hereof, of any confidentiality agreement entered into in respect of any such Acquisition Proposal and any enquiry inquiry or contact received after the date hereof that could lead to an Acquisition Proposal, or any amendments to the foregoing, or any request for non-public information relating to Silvermex in connection with an Acquisition Proposal QAT received after the date hereof or for access to the properties, books or records of Silvermex QAT by any Person that informs Silvermex QAT that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal. Such Proposal after the date hereof; which notice shall will include a description of the any known material terms and conditions of such Acquisition Proposal (including any proposalform of agreement proposed to be entered into) and shall indicate such details, to the extent known, of the Acquisition Proposal, inquiry or contact as Purchaser may reasonably request, including the identity of the Person making such proposal, enquiry inquiry or contact, a copy of any written form of Acquisition Proposal and provide such other details of the proposal, enquiry or contact as First Majestic may reasonably request. Silvermex shall: (i) QAT shall keep First Majestic fully Purchaser informed of the status status, including any change to the material terms terms, of any such Acquisition Proposal or enquiry; and (ii) inquiry. In addition, QAT shall provide to First Majestic as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Silvermex from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex to any Person in connection with any Acquisition Proposal. (d) If Silvermex receives a request for material non-public information from a Person who has made an unsolicited bona fide written Acquisition Proposal and Silvermex is permitted, as contemplated under the second sentence of Section 4.4(a) to negotiate the terms of such Acquisition Proposal, then, and only in such case, the Silvermex Board may, subject to the execution by such Person of a confidentiality agreement on terms substantially similar to the Confidentiality Agreement, provide such Person with access to information regarding Silvermex; provided, however, that Silvermex sends a copy of any such confidentiality agreement to First Majestic promptly upon its execution and concurrently provides First Majestic Purchaser with a list of or copies of the information provided to any Person in respect of which a confidentiality agreement is entered into in respect of any Acquisition Proposal pursuant to subsection 3.5(c) and shall provide Purchaser with access to any information provided to any such Person and to the extent Purchaser did not previously have access to similar information which was provided to such Personinformation. (ef) Prior QAT shall give Purchaser, orally and in writing, at least three (3) Business Days advance notice of any decision by the QAT Board of Directors to the earlier of the Effective Time and the termination of this Agreementaccept, Silvermex shall notrecommend, except with the prior written consent of First Majestic, take any action approve or enter into an agreement to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition implement a Superior Proposal, or any Person making an Acquisition Proposal, not subject to which notice shall confirm that the Shareholder Rights Plan (including redemption QAT Board of any rights created under the Shareholder Rights Plan) unless the Directors has determined that such Acquisition Proposal constitutes a Superior Proposal, shall identify the Person making the Superior Proposal and Silvermex has complied shall provide a true and complete copy thereof and any amendments thereto. During such three (3) Business Day period, QAT agrees not to accept, recommend, approve or enter into any agreement to implement such Superior Proposal and shall not withdraw, modify or change its recommendation in respect of the Arrangement or waive any provision of any standstill obligation with the provisions of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meetingrespect thereto. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Planaddition, Silvermex shall oppose any during such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary duties. (f) Silvermex shall ensure that its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it are aware of the provisions of this Section 4.4, and it shall be responsible for any breach of this Section 4.4 by any such Person.three

Covenants Regarding Non-Solicitation. (a) Subject to Section 4.5 , Silvermex VERSUS shall not, directly or indirectly, through any officer, director, employee, representative or agent of Silvermex VERSUS or any Silvermex Subsidiary: of its subsidiaries ("Representatives"), (i) solicit, initiate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) or take any other action designed to facilitate the initiation of any inquiries or proposals regarding an Acquisition Proposal; , (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; , (iii) withdrawdisclose any nonpublic information relating to VERSUS or any of its subsidiaries to, or afford access to the properties, books or records of VERSUS or any of its subsidiaries to any person that has advised VERSUS or any of its Representatives that it may be considering making, or that has made, an Acquisition Proposal, or whose efforts to formulate an Acquisition Proposal would be assisted thereby, (iv) withdraw or modify or qualify or propose publicly to withdraw, modify or qualify in a manner adverse to First Majestic EGI the approval of the Silvermex Board or any committee thereof of Directors of VERSUS of the transactions contemplated hereby; , (ivv) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal or remain neutral with respect (vi) cause VERSUS to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal, or any material amendment thereto, until five Business Days following the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or (v) enter into any letter of intent, agreement in principle, agreement, arrangement or understanding related to any Acquisition Proposal (except as permitted by Proposal; provided, however, -------- ------- that, subject to Section 4.4(d)). Notwithstanding 5.5 and Article VIII, but notwithstanding the preceding sentence part of this Section 4.4(a5.4(a) and any other provision of this Agreement, nothing shall prevent the Silvermex Board prior to the Silvermex Meeting of Directors of VERSUS from considering, participating in any discussions or negotiationsnegotiating, approving, recommending to the VERSUS shareholders or entering into a confidentiality an agreement and providing information pursuant to Section 4.4(d), regarding in respect of an unsolicited bona fide written Acquisition Proposal that did not otherwise result from a breach the Board of this Section 4.4 and that the Silvermex Board Directors of VERSUS determines in good faith, after consultation with and written advice from financial advisors and after receiving an opinion of outside legal counselcounsel to the effect that it is necessary and appropriate that the Board of Directors of VERSUS take such action in order to discharge properly its fiduciary duties, (A) is reasonably likely capable of being completed (taking into account all legal, financial, regulatory and other aspects of such proposal and the third party making such proposal) and (B) would, if consummated in accordance with its terms, result in a transaction (x) more favorable to constitute VERSUS' shareholders than the transaction contemplated by this Agreement from a financial point of view and (y) having a value per VERSUS Share greater than the per share value attributable thereto under the transaction contemplated by this Agreement (any such Acquisition Proposal being referred to herein as a "Superior Proposal. Silvermex shall not consider, negotiate, accept or recommend an Acquisition Proposal after the date "); provided further that VERSUS provides EGI -------- ------- with a true and complete copy of the Silvermex Meeting. Silvermex shallSuperior Proposal received from the third party, and shall cause its officers, directors and employees and any financial advisors provides (or other advisors, representatives has provided) EGI with all documents containing or agents retained by it, referring to cease immediately upon execution of this Agreement all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. To the extent it has not already done so, Silvermex shall deny access to all parties other than First Majestic and its advisors, employees and agents to any and all data rooms which may have been opened. Silvermex shall immediately request the return of all confidential non-public information provided of VERSUS or any of its subsidiaries that are supplied to any the third parties (other than First Majestic party and complies in all respects with Section 5.5 below. Nothing in this Section 5.4 shall prevent VERSUS' Board of Directors from complying with its advisors, employees and agents) who have entered into obligations to distribute a confidentiality agreement circular with Silvermex relating respect to a potential Acquisition Proposal, shall use all reasonable efforts an unsolicited take-over bid pursuant to ensure that such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses or action (actual or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion Section 99 of the ArrangementSecurities Act and corresponding provisions of other applicable Canadian securities Laws. (b) Silvermex shall not amend, modify, waive or fail to enforce on a timely basis any obligation under any confidentiality or standstill agreement or amend any such agreement or other conditions included in any agreement between Silvermex and a third party, except to allow such Person to confidentially propose to the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex or any of its representatives) that the Silvermex Board determines, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely to constitute a Superior Proposal. (c) Silvermex VERSUS shall promptly notify First MajesticEGI, at first orally and then in writing, of any all current Acquisition Proposal Proposals, and any enquiry that could lead to an of all future Acquisition ProposalProposals, of which VERSUS' directors or senior officers are or become aware, or any amendments to the foregoing, or any request for non-non- public information relating to Silvermex VERSUS or any of its subsidiaries in connection with an Acquisition Proposal or for access to the properties, books or records of Silvermex VERSUS or any of its subsidiaries by any Person that informs Silvermex VERSUS or such subsidiary that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal. Such notice shall include a description of the material terms and conditions of any proposal and provide such details of the proposal, inquiry or contact as EGI may reasonably request including the identity of the Person making such proposal, enquiry inquiry or contact, a copy of any written form of Acquisition Proposal and provide such other details of the proposal, enquiry or contact as First Majestic may reasonably request. Silvermex shall: (i) keep First Majestic fully informed of the status including any change to the material terms of any such Acquisition Proposal or enquiry; and (ii) provide to First Majestic as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Silvermex from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex to any Person in connection with any Acquisition Proposal. (dc) If Silvermex VERSUS receives a request for material non-public information from a Person who has made an unsolicited proposes a bona fide written Acquisition Proposal in respect of VERSUS (the existence and Silvermex is permittedcontent of which have been disclosed to EGI), as contemplated under and the second sentence Board of Directors of VERSUS determines that such proposal would be likely to be a Superior Proposal pursuant to Section 4.4(a5.4(a) having received the advice referred to negotiate the terms of such Acquisition Proposaltherein, then, and only in such case, the Silvermex Board of Directors of VERSUS may, subject to the execution by such Person of a confidentiality agreement on terms containing a standstill provision substantially similar to that contained in the Confidentiality Agreement, provide such Person with access to information regarding SilvermexVERSUS; provided, however, that Silvermex the Person making the Acquisition Proposal shall not be precluded under such confidentiality agreement from making the Acquisition Proposal, and provided further that VERSUS sends a copy of any such confidentiality agreement to First Majestic promptly EGI immediately upon its execution and concurrently provides First Majestic EGI is provided with a list of or copies of the information provided to such Person and immediately provided with access to similar information to which such Person was provided to such Personprovided. (ed) Prior to the earlier of the Effective Time and the termination of this Agreement, Silvermex shall not, except with the prior written consent of First Majestic, take any action to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition Proposal, or any Person making an Acquisition Proposal, not subject to the Shareholder Rights Plan (including redemption of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex has complied with the provisions of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex shall oppose any such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary duties. (f) Silvermex VERSUS shall ensure that its officers, directors and employees and its subsidiaries and their officers, directors and employees and any financial advisors or other advisors, advisors or representatives or agents retained by it are aware of the provisions of this Section 4.45.4, and it shall be responsible for any breach of this Section 4.4 5.4 by its financial advisors or other advisors or representatives. (e) The VERSUS Parties shall immediately cease and cause to be terminated all existing discussion or negotiations with any such Personpersons conducted heretofore with respect to an Acquisition Proposal.

Covenants Regarding Non-Solicitation. (a) Silver Quest shall, and shall direct and cause its officers, directors, employees, representatives, advisors, and agents and its subsidiaries and their officers, directors, employees, representatives, advisors, and agents to immediately cease and cause to be terminated any solicitation, encouragement, activity, discussion or negotiation with any parties that may be ongoing with respect to an Acquisition Proposal whether or not initiated by Silver Quest. (b) Subject to Section 4.5 3 of this Schedule “A” or unless permitted pursuant to this Section 2, Silvermex Silver Quest agrees that it shall not, and shall not authorize or permit any of its officers, directors, employees, representatives, advisors or agents or its subsidiaries, directly or indirectly, through any officer, director, employee, representative or agent of Silvermex or any Silvermex Subsidiaryto: (i) make, solicit, initiate initiate, entertain, encourage, promote or encourage (facilitate, including by way of furnishing information permitting any visit to its facilities or properties or entering into any form of agreement, arrangement or understanding) the initiation of , any inquiries or the making of any proposals regarding an Acquisition Proposal or that may be reasonably be expected to lead to an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding regarding, or furnish to any person any information or otherwise co-operate with, respond to, assist or participate in any Acquisition Proposal or potential Acquisition Proposal; (iii) withdrawremain neutral with respect to, modify or qualify or propose publicly to withdrawagree to, modify or qualify in a manner adverse to First Majestic the approval of the Silvermex Board or any committee thereof of the transactions contemplated hereby; (iv) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal or remain neutral with respect to an potential Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal, or any material amendment thereto, Proposal until five Business Days ten business days following the public formal announcement of such Acquisition Proposal shall not be considered to be a violation of this sectionSection 2(b)(iii); or); (iv) withdraw, modify, qualify or change in a manner adverse to New Gold, or publicly propose to or publicly state that it intends to withdraw, modify, qualify or change in a manner adverse to New Gold the approval, recommendation or declaration of advisability of the Silver Quest Board of the Transaction (a “Change in Recommendation”) (it being understood that failing to affirm the approval or recommendation of the Silver Quest Board of the Transaction within two business days after an Acquisition Proposal has been publicly announced and, in circumstances where no Acquisition Proposal has been made, within ten business days of being requested to do so by New Gold, shall be considered a Change in Recommendation); (v) enter into any letter of intent, agreement in principle, agreement, arrangement or understanding related to any Acquisition Proposal or requiring it to abandon, terminate or fail to consummate the Transaction or providing for the payment of any break, termination or other fees or expenses to any person in the event that the Transaction is completed or any other transaction agreed to prior to any termination of this Letter Agreement; or (except as permitted by Section 4.4(d))vi) make any public announcement or take any other action inconsistent with the recommendation of the Silver Quest Board to approve the Transaction. Notwithstanding the preceding sentence of this Section 4.4(a) foregoing and any other provision provisions of this Letter Agreement, nothing shall prevent the Silvermex Silver Quest Board prior to the Silvermex Meeting from consideringmay consider, participating participate in any discussions or negotiationsnegotiations with and provide information to, or entering into any person who has delivered a confidentiality agreement and providing information pursuant to Section 4.4(d), regarding an unsolicited bona fide written Acquisition Proposal that which was not solicited or encouraged by Silver Quest after the date of this Letter Agreement and did not otherwise result from a breach of this Section 4.4 2 by Silver Quest and that the Silvermex Silver Quest Board determines in good faith, after consultation with financial advisors and outside legal counsel, is faith may reasonably likely be expected to constitute a Superior Proposal. Silvermex shall not consider, negotiateprovided, accept or recommend an Acquisition Proposal after the date of the Silvermex Meeting. Silvermex shallhowever, and shall cause its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it, to cease immediately upon execution of this Agreement all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. To the extent it has not already done so, Silvermex shall deny access to all parties other than First Majestic and its advisors, employees and agents to any and all data rooms which may have been opened. Silvermex shall immediately request the return of all if Silver Quest provides confidential non-public information to such person: (i) Silver Quest obtains a confidentiality and standstill agreement from the person making such Acquisition Proposal that is on terms that are standard for a transaction of this nature or substantively the same as the confidentiality agreement between the Parties hereto (if any), and otherwise on terms no more favourable to such person than such confidentiality agreement, including a standstill provision (at least as stringent as contained in such confidentiality agreement, if the Parties enter in any such confidentiality agreement); provided, however, that it shall not preclude such person from making a Superior Proposal and (ii) provided that Silver Quest sends a copy of any such confidentiality agreement to New Gold promptly upon its execution and New Gold is provided with a list of the information provided to any third parties (other than First Majestic such person and its advisors, employees and agents) who have entered into a confidentiality agreement is immediately provided with Silvermex relating access to a potential Acquisition Proposal, shall use all reasonable efforts similar information to ensure that which such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses or action (actual or threatened) person was provided unless previously provided by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion of the Arrangement. (b) Silvermex shall not amend, modify, waive or fail to enforce on a timely basis any obligation under any confidentiality or standstill agreement or amend any such agreement or other conditions included in any agreement between Silvermex and a third party, except to allow such Person to confidentially propose to the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex or any of its representatives) that the Silvermex Board determines, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely to constitute a Superior ProposalNew Gold. (c) Silvermex From and after the date of this Letter Agreement, Silver Quest shall promptly (and in any event within 24 hours) notify First MajesticNew Gold, at first orally and then in writing, of any Acquisition Proposal and any enquiry that could lead proposals, offers or written inquiries relating to or constituting an Acquisition Proposal, or any amendments to the foregoing, or any request for non-public information relating to Silvermex in connection with an Acquisition Proposal Silver Quest or for access to the properties, books or records any of Silvermex by any Person that informs Silvermex that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposalits subsidiaries. Such notice shall include a description of the material terms and conditions of any proposal, inquiry or offer, the identity of the Person person making such proposal, enquiry inquiry or contact, offer. Silver Quest shall keep New Gold fully informed on a copy of any written form of Acquisition Proposal and provide such other details prompt basis of the proposalstatus, enquiry or contact as First Majestic may reasonably request. Silvermex shall: (i) keep First Majestic fully informed of the status including any change to the material terms terms, of any such Acquisition Proposal inquiry, proposal or enquiry; and (ii) provide to First Majestic as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Silvermex from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex to any Person in connection with any Acquisition Proposaloffer. (d) If Silvermex receives a request for material non-public information from a Person who has made an unsolicited bona fide written Acquisition Proposal and Silvermex is permitted, as contemplated under the second sentence of Section 4.4(a) to negotiate the terms of such Acquisition Proposal, then, and only in such case, the Silvermex Board may, subject to the execution by such Person of a confidentiality agreement on terms substantially similar to the Confidentiality Agreement, provide such Person with access to information regarding Silvermex; provided, however, that Silvermex sends a copy of any such confidentiality agreement to First Majestic promptly upon its execution and concurrently provides First Majestic with a list of or copies of the information provided to such Person and access to similar information which was provided to such Person. (e) Prior to the earlier of the Effective Time and the termination of this Agreement, Silvermex shall not, except with the prior written consent of First Majestic, take any action to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition Proposal, or any Person making an Acquisition Proposal, not subject to the Shareholder Rights Plan (including redemption of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex has complied with the provisions of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex shall oppose any such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary duties. (f) Silvermex Silver Quest shall ensure that its officers, directors and employees and its subsidiaries and their officers, directors, employees and any financial advisors or other advisors, advisors or representatives or agents retained by it are aware of the provisions of this Section 4.42, and it shall be responsible for any breach of this Section 4.4 2 by any such Personofficers, directors, employees, financial advisors or other advisors or representatives.

Covenants Regarding Non-Solicitation. (a) Subject to Section 4.5 , Silvermex The Corporation shall not, and shall cause each of its subsidiaries not to, directly or indirectly, through any officer, director, employee, representative (including for greater certainty any financial or other advisors) or agent of Silvermex the Corporation or any Silvermex Subsidiaryof its subsidiaries: (i) solicit, initiate assist, initiate, encourage or encourage otherwise facilitate (including including, without limitation, by way of furnishing information non-public information, permitting any visit to any facilities or properties of the Corporation or any subsidiary or entering into any form of written or oral agreement, arrangement or understanding) the initiation of any inquiries inquiries, proposals or proposals offers regarding an Acquisition Proposal; (ii) participate engage in or otherwise facilitate any discussions or negotiations regarding any Acquisition Proposal; (iii) withdraw, modify or qualify in a manner adverse to Acquireco, or propose publicly to withdraw, modify or qualify in a manner adverse to First Majestic Acquireco, the approval or recommendation by the Board of the Silvermex Board Directors or any committee thereof of the transactions contemplated hereby; (iv) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal or remain neutral with respect to an Acquisition Proposal which has been publicly announced this Agreement or the Arrangement (it being understood that publicly taking no a neutral position or a neutral no position with respect to an Acquisition ProposalProposal shall be considered an adverse modification, except that publicly taking a neutral position or any material amendment thereto, until five no position with respect to an Acquisition Proposal for a period of time not in excess of 10 Business Days following after the first public announcement of such Acquisition Proposal shall not be considered a violation an adverse modification (such time period, an “Acquisition Proposal Assessment Period”) unless such position continues beyond the expiration of this sectionthe Acquisition Proposal Assessment Period); (iv) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal; or (v) accept or enter into or propose publicly to approve or recommend any letter of intent, agreement in principle, agreement, arrangement or understanding undertaking related to any Acquisition Proposal (except other than a confidentiality agreement as permitted by Section 4.4(d)). Notwithstanding pursuant to the preceding sentence terms of this Section 4.4(aAgreement). (b) Subject to sections 00, 00 and 0 but notwithstanding section 00 and any other provision of this Agreement, nothing shall prevent the Silvermex Board of Directors at any time prior to the Silvermex Meeting approval of the Special Resolution by the Shareholders from considering, participating in discussing or negotiating any discussions or negotiations, or entering into a confidentiality agreement and providing information pursuant to Section 4.4(d), regarding an unsolicited bona fide written Acquisition Proposal not solicited after the date of this Agreement nor solicited contrary to the Exclusivity Agreement that (i) did not otherwise result from a breach of this Section 4.4 section 00 and that (ii) the Silvermex Board of Directors determines in good faith (after consultation with its financial advisors and outside counsel) is, or is reasonably likely to result in, a Superior Proposal if and only if the Board of Directors determines in good faith, after consultation with financial advisors and outside legal counsel, is reasonably likely that the failure to constitute a Superior Proposal. Silvermex shall not considertake such action would be inconsistent with its fiduciary duties. (c) The Corporation will immediately cease and cause to be terminated any existing solicitation, negotiate, accept discussion or recommend an Acquisition Proposal after negotiation with any Person (other than Acquireco) by the date Corporation or any subsidiary or any of the Silvermex Meeting. Silvermex shall, and shall cause its or their officers, directors and employees and any financial advisors or other advisorsdirectors, employees, representatives or agents retained with respect to any potential Acquisition Proposal, whether or not initiated by itthe Corporation or any subsidiaries or any of its or their officers, directors, employees, representatives or agents, and, in connection therewith, the Corporation will discontinue access to cease immediately upon execution any data rooms(virtual or otherwise). The Corporation shall not release any third party from any confidentiality agreement or standstill agreement (except to allow such party to propose an Acquisition Proposal to the Corporation), provided that the foregoing shall not prevent the Board of Directors from considering and accepting any new Acquisition Proposal that is determined to be a Superior Proposal that might be made by any such third party, provided that the remaining provisions of sections 0 and 0 of this Agreement all discussions and negotiations regarding any proposal that constitutesare complied with. Within 15 Business Days from the date hereof, or may reasonably be expected to lead to, an Acquisition Proposal. To the extent it has not already done so, Silvermex Corporation shall deny access to all parties other than First Majestic and its advisors, employees and agents to any and all data rooms which may have been opened. Silvermex shall immediately request the return or destruction of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agents) who have entered into a confidentiality agreement with Silvermex the Corporation relating to a any potential Acquisition Proposal, Proposal and shall use all reasonable efforts to ensure that such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses or action (actual or threatened) by any recipient accordance with the terms of such request which could hinder, prevent, delay or otherwise adversely affect the completion of the Arrangementconfidentiality agreements. (bd) Silvermex shall not amend, modify, waive or fail to enforce on a timely basis any obligation under any confidentiality or standstill agreement or amend any such agreement or other conditions included in any agreement between Silvermex and a third party, except to allow such Person to confidentially propose to the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex or any of its representatives) that the Silvermex Board determines, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely to constitute a Superior Proposal. (c) Silvermex The Corporation shall promptly notify First MajesticAcquireco by telephone, at first orally and then followed by notice in writing, of any proposal, inquiry, offer (or any amendment thereto) or request relating to or constituting a bona fide Acquisition Proposal and received by or communicated to any enquiry that could lead to an Acquisition Proposalofficer of director of the Corporation after the date hereof, or any amendments to the foregoing, or of any request received after the date hereof for non-public information relating to Silvermex the Corporation or any subsidiary in connection with an Acquisition Proposal or for access to the properties, books Books and Records of the Corporation or records of Silvermex any subsidiary by any Person that informs Silvermex that it is considering makingPerson, and shall provide Acquireco with copies of any such proposal, inquiry, offer, request or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal. Such notice shall include a description of the material terms and conditions of any proposal and provide such details of the proposal, inquiry or contact as Acquireco may reasonably request including the identity of the Person making such proposal, enquiry inquiry or contact, a copy of any written form of Acquisition Proposal and provide such other details of the proposal, enquiry or contact as First Majestic may . The Corporation shall keep Acquireco reasonably request. Silvermex shall: (i) keep First Majestic fully informed of the status including any change to and the material terms and conditions (including any amendment thereto) of any such Acquisition Proposal Proposal, inquiry or enquiry; and (ii) provide to First Majestic as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Silvermex from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex to any Person in connection with any Acquisition Proposalrequest. (de) If Silvermex If, prior to the date of the Meeting, the Corporation receives a request for material non-public information from a Person who has made an unsolicited proposes a bona fide written Acquisition Proposal (notice of which has been provided to Acquireco in accordance with 00) and Silvermex is permitted, as contemplated under the second sentence of Section 4.4(a) by section 00, to negotiate the terms of such Acquisition Proposalconsider, discuss or negotiate, then, and only in such case, the Silvermex Board of Directors may, subject to the execution by such Person of a confidentiality agreement on terms which is substantially similar to in the form of the Confidentiality AgreementAgreements, provide such Person with access to information regarding Silvermex; the Corporation and its subsidiaries provided, however, that Silvermex sends a copy of any such confidentiality agreement to First Majestic promptly upon its execution and concurrently provides First Majestic Acquireco is provided with a list of or copies of the information provided to such Person and is immediately provided with access to similar the same information to which such Person was provided to such Person. (e) Prior to the earlier of the Effective Time and the termination of this Agreement, Silvermex shall not, except with the prior written consent of First Majestic, take any action to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition Proposal, or any Person making an Acquisition Proposal, not subject to the Shareholder Rights Plan (including redemption of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex has complied with the provisions of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex shall oppose any such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary dutiesprovided. (f) Silvermex Nothing contained in this section 0 shall ensure that its officers, directors and employees and prohibit the Board of Directors at any financial advisors or other advisors, representatives or agents retained by it are aware time prior to approval of the provisions Special Resolution by the Shareholders from: (i) making any disclosure of this Section 4.4, an Acquisition Proposal to the Shareholders prior to the Effective Time if the Board of Directors determines in good faith (after consultation with outside counsel) that such disclosure is necessary for the Board of Directors to fulfill its fiduciary duties or is otherwise required under applicable Law; and (ii) responding to a bona fide request for information that could reasonably be expected to lead to an Acquisition Proposal solely by advising that no information can be provided unless a bonafide written Acquisition Proposal is made and it shall be responsible for any breach of this Section 4.4 by any such Personthen only in compliance with section 00.

Covenants Regarding Non-Solicitation. (a) Subject to Section 4.5 4.5, Silvermex from the date of this Agreement until the earlier of the Effective Time or the time at which this Agreement is terminated in accordance with its terms, Orko shall not, directly or indirectly, through any officer, director, employee, representative or agent of Silvermex Orko or any Silvermex Orko Subsidiary: (i) solicit, initiate or encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; (iii) withdraw, modify or qualify or propose publicly to withdraw, modify or qualify in a manner adverse to First Majestic the approval of the Silvermex Orko Board or any committee thereof of the transactions contemplated hereby; (iv) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal or remain neutral with respect to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal, or any material amendment thereto, until five Business Days following the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or (v) enter into any letter of intent, agreement in principle, agreement, arrangement or understanding related to any Acquisition Proposal (except as permitted by Section 4.4(d)). Notwithstanding the preceding sentence of this Section 4.4(a) and any other provision of this Agreement, nothing shall prevent the Silvermex Orko Board prior to the Silvermex Orko Meeting from considering, participating in any discussions or negotiations, or entering into a confidentiality agreement and providing information pursuant to Section 4.4(d), regarding an unsolicited bona fide written Acquisition Proposal that did not otherwise result from a breach of this Section 4.4 and that the Silvermex Orko Board determines in good faith, after consultation with financial advisors and outside legal counsel, is reasonably likely to constitute or lead to a Superior Proposal. Silvermex Orko shall not consider, negotiate, accept or recommend an Acquisition Proposal after the date of the Silvermex Orko Meeting. Silvermex Orko shall, and shall cause its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it, to cease immediately upon execution of this Agreement all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. To the extent it has not already done so, Silvermex Orko shall deny access to all parties other than First Majestic and its advisors, employees and agents to any and all data rooms which may have been opened. Silvermex Orko shall immediately request the return of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agents) who have entered into a confidentiality agreement with Silvermex Orko relating to a potential Acquisition Proposal, shall use all reasonable efforts to ensure that such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses or action (actual or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion of the Arrangement. (b) Silvermex Orko shall not amend, modify, waive or fail to enforce on a timely basis any obligation under any confidentiality or standstill agreement or amend any such agreement or other conditions included in any agreement between Silvermex Orko and a third party, except to allow such Person to confidentially propose to the Silvermex Orko Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex Orko or any of its representatives) that the Silvermex Orko Board determines, after receipt of written advice from consultation with its legal and financial advisors, constitutes or is reasonably likely to constitute or lead to a Superior Proposal. (c) Silvermex Orko shall promptly notify First Majestic, at first orally and then in writing, of any Acquisition Proposal and any enquiry that could may reasonably be expected to lead to an Acquisition Proposal, or any amendments to the foregoing, or any request for non-public information relating to Silvermex Orko in connection with an Acquisition Proposal or for access to the properties, books or records of Silvermex Orko by any Person that informs Silvermex Orko that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal. Such notice shall include a description of the material terms and conditions of any proposal, proposal and the identity of the Person making such proposal, enquiry or contact, and a copy of any written form of Acquisition Proposal and provide any other documents representing such other details of the proposal, enquiry or contact as First Majestic may reasonably requestAcquisition Proposal. Silvermex Orko shall: (i) keep First Majestic fully informed of the status including any change to the material terms of any such Acquisition Proposal or enquiry; and (ii) provide to First Majestic as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Silvermex Orko from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex Orko to any Person in connection with any Acquisition Proposal. (d) If Silvermex Orko receives a request for material non-public information from a Person who has made an unsolicited bona fide written Acquisition Proposal and Silvermex Orko is permitted, as contemplated under the second sentence of Section 4.4(a) to negotiate the terms of such Acquisition Proposal, then, and only in such case, the Silvermex Orko Board may, subject to the execution by such Person of a confidentiality agreement on terms substantially similar to the Confidentiality AgreementAgreements, provide such Person with access to information regarding SilvermexOrko; provided, however, that Silvermex Orko sends a copy of any such confidentiality agreement to First Majestic promptly upon its execution and concurrently provides First Majestic with a list of or copies of the information provided to such Person and access to similar information which was provided to such Person. (e) Prior to the earlier of the Effective Time and the termination of this Agreement, Silvermex Orko shall not, except with the prior written consent of First Majestic, take any action to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition Proposal, or any Person making an Acquisition Proposal, not subject to the Shareholder Rights Plan (including redemption of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex Orko has complied with the provisions of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Orko Meeting. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex Orko shall oppose any such application unless the Silvermex Orko Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary duties. (f) Silvermex Orko shall ensure that its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it are aware of the provisions of this Section 4.4, and it shall be responsible for any breach of this Section 4.4 by any such Person.

Covenants Regarding Non-Solicitation. (a1) Subject to Section 4.5 4.6, Silvermex Repap shall not, directly or indirectly, through any officer, director, employee, representative (including for greater certainty any investment banker, lawyer or accountant) or agent of Silvermex Repap or any Silvermex Subsidiary: of its subsidiaries, (i) solicit, initiate initiate, knowingly encourage or encourage otherwise facilitate (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; , (ii) initiate or participate in any discussions or negotiations regarding any Acquisition Proposal; , (iii) withdrawapprove or recommend, modify or qualify or propose publicly to withdrawrecommend, modify or qualify in a manner adverse to First Majestic the approval of the Silvermex Board or any committee thereof of the transactions contemplated hereby; (iv) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal or remain neutral with respect to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position iv) accept or a neutral position with respect to an Acquisition Proposal, or any material amendment thereto, until five Business Days following the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or (v) enter into any letter of intent, agreement in principle, agreement, arrangement or understanding related to any Acquisition Proposal (except as permitted by Section 4.4(d))Proposal. Notwithstanding the preceding sentence part of this Section 4.4(a4.5(1) and any other provision of this Agreement, nothing shall prevent the Silvermex Board prior of Directors of Repap from complying with Repap's disclosure obligations under applicable Laws with regard to the Silvermex Meeting an Acquisition Proposal or from considering, participating in any discussions or negotiations, or entering into a confidentiality agreement and providing information pursuant to Section 4.4(d4.5(3) (but, subject to Section 4.6, shall not approve, recommend, accept or enter into any agreement, arrangement or understanding), regarding an unsolicited bona fide written Acquisition Proposal (a) in respect of which any required financing has been demonstrated to the satisfaction of the Board of Directors of Repap, acting in good faith, to be reasonably likely to be obtained or available, (b) that did not otherwise result from a breach of this Section 4.4 4.5 and that (c) which the Silvermex Board determines of Directors of Repap has determined in good faith, after consultation with financial advisors and outside legal counsel, is reasonably likely to constitute a Superior ProposalProposal and that it is required to take such actions in order to comply with its fiduciary duties under applicable Laws. Silvermex shall not consider, negotiate, accept or recommend an Acquisition Proposal after the date of the Silvermex Meeting. Silvermex Repap shall, and shall cause its subsidiaries and the officers, directors and employees and any financial advisors or other advisorsdirectors, employees, representatives or and agents retained by itof itself and its subsidiaries to, to cease immediately upon execution of this Agreement all current discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. To the extent it has not already done so, Silvermex shall deny access to all parties other than First Majestic and its advisors, employees and agents to any and all data rooms which may have been opened. Silvermex shall immediately request the return or destruction of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agents) who have entered into a confidentiality agreement with Silvermex relating to a potential Acquisition Proposal, shall use all reasonable efforts to ensure that such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses or action (actual or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion of the Arrangementconnection therewith. (b2) Silvermex Repap shall not amend, modify, waive or fail to enforce on a timely basis any obligation under any confidentiality or standstill agreement or amend any such agreement or other conditions included in any agreement between Silvermex and a third party, except to allow such Person to confidentially propose to the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex or any of its representatives) that the Silvermex Board determines, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely to constitute a Superior Proposal. (c) Silvermex shall promptly forthwith notify First MajesticUPM, at first orally and then in writing, of any Acquisition Proposal and any enquiry inquiry that could lead to an Acquisition Proposal, or any amendments to the foregoing, or any request for non-public information (including requests for shareholder or noteholder lists) relating to Silvermex Repap or any Repap Material Subsidiary in connection with an Acquisition Proposal or for access to the properties, books or records of Silvermex Repap or any Repap Material Subsidiary by any Person that informs Silvermex that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition ProposalPerson. Such notice shall include a description of the material terms and conditions of any proposal, the identity of the Person making such proposal, enquiry inquiry or contact, a copy of any written form of Acquisition Proposal contact and provide such other details of the proposal, enquiry inquiry or contact as First Majestic UPM may reasonably request. Silvermex shall: (i) Repap shall keep First Majestic fully UPM informed of the status including any change to the material terms of any such Acquisition Proposal or enquiry; and (ii) provide to First Majestic as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Silvermex from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex to any Person in connection with any Acquisition Proposalinquiry. (d3) If Silvermex Repap receives a request for material non-public information from a Person who has made an unsolicited bona fide written Acquisition Proposal and Silvermex Repap is permitted, subject to and as contemplated under the second sentence of Section 4.4(a) 4.5(1), to negotiate the terms of such Acquisition Proposal, then, and only in such case, the Silvermex Board of Directors of Repap may, subject to the execution by such Person of a confidentiality agreement on terms substantially similar to the Confidentiality Agreementcontaining employee non-solicitation provisions, provide such Person with access to information regarding SilvermexRepap; provided, however, that Silvermex Repap sends a copy of any such confidentiality agreement to First Majestic UPM promptly upon its execution and concurrently provides First Majestic UPM is provided with a list of or copies of the information provided to such Person and promptly provided with access to similar information to which such Person was provided to such Personprovided. (e4) Prior to the earlier of the Effective Time and the termination of this Agreement, Silvermex shall not, except with the prior written consent of First Majestic, take any action to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition Proposal, or any Person making an Acquisition Proposal, not subject to the Shareholder Rights Plan (including redemption of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex has complied with the provisions of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex shall oppose any such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary duties. (f) Silvermex Repap shall ensure that its officers, directors and employees and its subsidiaries and their officers, directors and employees and any financial advisors or other advisors, advisors or representatives or agents retained by it or its subsidiaries are aware of the provisions of this Section 4.44.5, and it Repap shall be responsible for any breach of this Section 4.4 4.5 by any such Personits and its subsidiaries' officers, directors, employees, representatives or agents.

Covenants Regarding Non-Solicitation. (a) Subject The Company shall, and shall direct and cause its Representatives and the Subsidiaries and their Representatives to Section 4.5 , Silvermex shall not, directly or indirectly, through immediately cease and cause to be terminated any officer, director, employee, representative or agent existing solicitation of Silvermex or any Silvermex Subsidiary: (i) solicit, initiate or encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding with any Acquisition Proposal; person (iiiother than Parent and Acquisitionco and their respective Representatives) withdraw, modify or qualify or propose publicly to withdraw, modify or qualify in a manner adverse to First Majestic the approval that may be ongoing as of the Silvermex Board or any committee thereof date of the transactions contemplated hereby; (iv) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal or remain neutral with respect to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position or a neutral position this Agreement with respect to an Acquisition Proposal, whether or not initiated by the Company. The Company shall immediately eliminate access to all data rooms, electronic or otherwise, in connection with the possible sale of the Company or its assets or the assets of any material amendment theretoSubsidiary. The Company shall request, until five Business Days following and exercise its rights to require, the public announcement return or destruction of such all confidential information of the Company and the Subsidiaries that was provided to third parties by the Company after May 1, 2007 in connection with the possible sale of the Company. (b) The Company agrees that, except as contemplated in Section 5.8(b) or with the consent in writing of Parent or Acquisitionco, prior to the date the Arrangement Resolution is approved by the Securityholders as required by this Agreement, the Company will not, and will not authorize or permit its Representatives, the Subsidiaries and the Subsidiaries’ Representatives to: (i) solicit or knowingly encourage the making of an Acquisition Proposal shall not be considered a violation by any person (other than Parent and Acquisitionco), including by way of this section); or furnishing non-public information regarding the Company and its Subsidiaries to such person, (vii) participate in any negotiations or discussions with any person (other than Parent and Acquisitionco) regarding any Acquisition Proposal made by such person, (iii) approve or recommend any Acquisition Proposal, (iv) enter into any letter of intent, agreement in principle, agreement, arrangement or understanding related to respect of any Acquisition Proposal with the person making such Acquisition Proposal (except other than a confidentiality agreement referred to in Section 5.8(b) or (v) withdraw or modify in a manner adverse to Acquisitionco, or adopt a resolution withdrawing or modifying in a manner adverse to Acquisitionco, the recommendation of the board of directors of the Company that the Securityholders vote in favour of the Arrangement Resolution it being understood and agreed that a failure by the board of directors to affirm the approval or recommendation of the board of directors of the Company of the transactions contemplated hereby within ten Business Days after an Acquisition Proposal has been publicly announced will be deemed to be an adverse modification; provided, however, that prior to the date the Arrangement Resolution is approved by the Securityholders as permitted required by Section 4.4(d)). Notwithstanding the preceding sentence of this Section 4.4(a) and any other provision of this Agreement, nothing contained in this Agreement shall prevent (A) the Silvermex Board prior to board of directors of the Silvermex Meeting Company from considering, participating in any discussions approving or negotiations, recommending an Acquisition Proposal or (B) the Company from entering into an agreement (subject to compliance with Sections 5.7(c) and 7.2(c)) or engaging in negotiations or discussions with any person who has made a confidentiality agreement and providing information pursuant to Section 4.4(d), regarding an unsolicited bona fide written Acquisition Proposal that did was not otherwise result from a solicited or knowingly encouraged in breach of this Section 4.4 and that 5.7(b), or with any Representative of any such person, where the Silvermex Board board of directors of the Company determines in good faith, faith after consultation with the Company’s financial advisors and outside legal counsel, is reasonably likely to constitute a Superior Proposal. Silvermex shall not consider, negotiate, accept or recommend an counsel that the Acquisition Proposal after the date of the Silvermex Meeting. Silvermex shallconstitutes (or would constitute, and shall cause if consummated in accordance with its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it, to cease immediately upon execution of this Agreement all discussions and negotiations regarding any proposal that constitutesterms), or may could reasonably be expected to lead toresult in, an Acquisition Proposal. To the extent it has not already done so, Silvermex shall deny access to all parties other than First Majestic and its advisors, employees and agents to any and all data rooms which may have been opened. Silvermex shall immediately request the return of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agents) who have entered into a confidentiality agreement with Silvermex relating to a potential Acquisition Proposal, shall use all reasonable efforts to ensure that such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses or action (actual or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion of the Arrangement. (b) Silvermex shall not amend, modify, waive or fail to enforce on a timely basis any obligation under any confidentiality or standstill agreement or amend any such agreement or other conditions included in any agreement between Silvermex and a third party, except to allow such Person to confidentially propose to the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex or any of its representatives) that the Silvermex Board determines, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely to constitute a Superior Proposal. (c) Silvermex shall promptly notify First Majestic, at first orally and then in writing, Notwithstanding the provisions of any Acquisition Proposal and any enquiry that could lead to an Acquisition Proposal, Section 5.7(b) above or any amendments to the foregoing, or any request for non-public information relating to Silvermex in connection with an Acquisition Proposal or for access to the properties, books or records of Silvermex by any Person that informs Silvermex that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal. Such notice shall include a description of the material terms and conditions of any proposal, the identity of the Person making such proposal, enquiry or contact, a copy of any written form of Acquisition Proposal and provide such other details of the proposal, enquiry or contact as First Majestic may reasonably request. Silvermex shall: (i) keep First Majestic fully informed of the status including any change to the material terms of any such Acquisition Proposal or enquiry; and (ii) provide to First Majestic as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Silvermex from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex to any Person in connection with any Acquisition Proposal. (d) If Silvermex receives a request for material non-public information from a Person who has made an unsolicited bona fide written Acquisition Proposal and Silvermex is permitted, as contemplated under the second sentence of Section 4.4(a) to negotiate the terms of such Acquisition Proposal, then, and only in such case, the Silvermex Board may, subject to the execution by such Person of a confidentiality agreement on terms substantially similar to the Confidentiality Agreement, provide such Person with access to information regarding Silvermex; provided, however, that Silvermex sends a copy of any such confidentiality agreement to First Majestic promptly upon its execution and concurrently provides First Majestic with a list of or copies of the information provided to such Person and access to similar information which was provided to such Person. (e) Prior to the earlier of the Effective Time and the termination provision of this Agreement, Silvermex shall notthe Company may accept, except approve, recommend or enter into any agreement with the prior written consent of First Majestic, take any action person providing for or to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, facilitate any Acquisition Proposal, or any Person making an Acquisition Proposal, not subject to the Shareholder Rights Plan Proposal (including redemption of any rights created under the Shareholder Rights Plana “Proposed Agreement”) unless the if (i) such Acquisition Proposal constitutes (or would constitute, if consummated in accordance with its terms) a Superior Proposal Proposal, and Silvermex has complied (ii) the Company provides Acquisitionco with a copy of such Proposed Agreement not less than five Business Days prior to its proposed execution by the provisions Company. During such five Business Day period, the Company acknowledges and agrees that Acquisitionco shall have the opportunity, but not the obligation, to deliver to the Company a binding offer to amend the terms of Section 4.4 this Agreement (an “Amended Offer”) and Section 4.5 the Company shall negotiate in good faith with Acquisitionco during such five Business Day period with respect to any Amended Offer. Any such Amended Offer must be accompanied by a form of amendment to this Agreement duly executed on behalf of Parent and provided further Acquisitionco, and with evidence satisfactory to the Company acting reasonably that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting. In the event that any Person requests any Governmental Entity Parent and Acquisitionco have made adequate arrangements to invalidate or cease trade the Shareholder Rights Plan, Silvermex shall oppose any such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary duties. (f) Silvermex shall ensure that its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it are aware required funds will be available to the Parent for the consummation of the provisions transaction reflected in the Amended Offer. The board of this Section 4.4, and it directors of the Company shall be responsible for review any breach of this Section 4.4 Amended Offer submitted by any Acquisitionco within such Person.five Business Day

Covenants Regarding Non-Solicitation. (a) 4.5.1 Subject to Section 4.5 4.6, Silvermex Boomerang shall not, directly or indirectly, through any officer, director, employee, representative or agent of Silvermex Boomerang or any Silvermex Subsidiary: of its subsidiaries, (i) solicit, initiate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; , (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; , (iii) withdraw, withdraw or modify or qualify or propose publicly to withdraw, modify or qualify in a manner adverse to First Majestic LoJack the approval of the Silvermex Board or any committee thereof of Directors of Boomerang of the transactions contemplated hereby; , (iv) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal or remain neutral with respect to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal, or any material amendment thereto, until five Business Days following the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or (v) enter into any letter of intent, agreement in principle, agreement, arrangement or understanding related to any Acquisition Proposal (except as permitted by Section 4.4(d))Proposal. Notwithstanding the preceding sentence part of this Section 4.4(a) 4.5.1 and any other provision of this Agreement, nothing shall prevent the Silvermex Board of Directors of Boomerang prior to the Silvermex Arrangement Resolution having been approved by Boomerang Securityholders at the Boomerang Meeting from considering, participating in any discussions or negotiations, or entering into a confidentiality agreement on terms no less favourable in the aggregate to the disclosing party than those contained in the Confidentiality Agreement (or to the extent any such terms are less favourable to the disclosing party, the Confidentiality Agreement shall be thereupon be deemed to be waived to the extent necessary to give the other party to the Confidentiality Agreement the benefit of such less favourable terms) and providing information pursuant to Section 4.4(d)4.5.3, regarding an unsolicited bona fide written Acquisition Proposal that did not otherwise result from a breach of this Section 4.4 4.5 and that the Silvermex Board of Directors of Boomerang determines in good faith, after consultation with financial advisors and outside legal counsel, is reasonably likely to constitute result in a Superior Proposal; provided, however, that prior to taking such action, the Board of Directors must receive advice of outside legal counsel that it is appropriate that the Board of Directors of Boomerang take such action in order to discharge properly its fiduciary duties. Silvermex Boomerang shall not consider, negotiate, accept accept, approve or recommend an Acquisition Proposal after the date of Arrangement Resolution has been approved by Boomerang Securityholders at the Silvermex Boomerang Meeting. Silvermex Boomerang shall, and shall cause its the officers, directors and employees and any financial advisors or other advisorsdirectors, employees, representatives or and agents retained by itof Boomerang and its subsidiaries to, to cease immediately upon execution of this Agreement all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. To the extent it has not already done so, Silvermex shall deny access to all parties other than First Majestic and its advisors, employees and agents to any and all data rooms which may have been opened. Silvermex shall immediately request the return of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agents) who have entered into a confidentiality agreement with Silvermex relating to a potential Acquisition Proposal, shall use all reasonable efforts to ensure that such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses or action (actual or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion of the Arrangement. (b) Silvermex shall not amend, modify, waive or fail to enforce on a timely basis any obligation under any confidentiality or standstill agreement or amend any such agreement or other conditions included in any agreement between Silvermex and a third party, except to allow such Person to confidentially propose to the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex or any of its representatives) that the Silvermex Board determines, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely to constitute a Superior Proposal. (c) Silvermex 4.5.2 Boomerang shall promptly notify First MajesticLoJack, at first orally and then in writing, of any Acquisition Proposal and any enquiry inquiry that could lead to an Acquisition Proposal, or any amendments to the foregoing, or any request for non-public information relating to Silvermex Boomerang or any of its subsidiaries in connection with an Acquisition Proposal or for access to the properties, books or records of Silvermex Boomerang or any of its subsidiaries by any Person that informs Silvermex Boomerang or any of such subsidiaries that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal. Such notice shall include a description of the material terms and conditions of any proposal, the identity of the Person making such proposal, enquiry inquiry or contact, a copy of any written form of Acquisition Proposal contact and provide such other details of the proposal, enquiry inquiry or contact as First Majestic LoJack may reasonably request. Silvermex shall: Boomerang shall (i) keep First Majestic LoJack fully informed of the status including any change to the material terms of any such Acquisition Proposal or enquiry; and inquiry and (ii) provide to First Majestic LoJack as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Silvermex Boomerang or any of its subsidiaries from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex Boomerang to any Person in connection with any Acquisition Proposal. (d) 4.5.3 If Silvermex Boomerang receives a request for material non-public information from a Person who has made an unsolicited bona fide written Acquisition Proposal and Silvermex Boomerang is permitted, as contemplated under the second sentence of Section 4.4(a) 4.5.1, to negotiate the terms of such Acquisition Proposal, then, and only in such case, the Silvermex Board may, subject to the execution by such Person of a confidentiality agreement on terms substantially similar to the Confidentiality Agreement, Directors of Boomerang may provide such Person with access to information regarding SilvermexBoomerang; provided, however, that Silvermex Boomerang sends a copy of any such confidentiality agreement to First Majestic LoJack promptly upon its execution and concurrently provides First Majestic LoJack is provided with a list of or copies of the information provided to such Person and immediately provided with access to similar information to which such Person was provided to such Personprovided. (e) Prior to the earlier of the Effective Time and the termination of this Agreement, Silvermex shall not, except with the prior written consent of First Majestic, take any action to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition Proposal, or any Person making an Acquisition Proposal, not subject to the Shareholder Rights Plan (including redemption of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex has complied with the provisions of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex shall oppose any such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary duties. (f) Silvermex 4.5.4 Boomerang shall ensure that its officers, directors and employees and its subsidiaries and their officers, directors and employees and any financial advisors or other advisors, advisors or representatives or agents retained by it are aware of the provisions of this Section 4.44.5, and it shall be responsible for any breach of this Section 4.4 4.5 by any its officers, directors, employees, financial advisors or other advisors or representatives. 4.5.5 Notwithstanding Section 4.5.1 (iii), the Board of Directors of Boomerang may withdraw or modify in a manner adverse to LoJack the approval of the Board of Directors of Boomerang of the transactions contemplated hereby if a Specified LoJack Event has occurred and is continuing so long as LoJack is given written notice of such PersonSpecified LoJack Event and has had a reasonable opportunity to cure such event.

Covenants Regarding Non-Solicitation. (a) Subject to Except as expressly provided in this Section 4.5 5.5 and Section 5.6, Silvermex from and after the date of this Agreement, Fording shall not, directly or indirectly, through any officer, trustee, director, employee, representative (including any financial or other advisor) or agent of Silvermex Fording or any Silvermex Subsidiary:of the Fording Subsidiaries (collectively, “Fording Representatives”): (i) solicit, initiate assist, initiate, encourage or encourage otherwise in any way facilitate (including by way of furnishing information information, or entering into any form of written or oral agreement, arrangement or understanding) the initiation of any inquiries Acquisition Proposal or any inquiries, proposals or offers regarding an any Acquisition Proposal; (ii) participate in any discussions discussion or negotiations regarding regarding, or furnish to any person any confidential information with respect to, any Acquisition Proposal or potential Acquisition Proposal or otherwise co-operate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any person to make an Acquisition Proposal or potential Acquisition Proposal; (iii) withdraw, modify or qualify or propose publicly to withdraw, modify or qualify make a Change in a manner adverse to First Majestic the approval of the Silvermex Board or any committee thereof of the transactions contemplated herebyRecommendation; (iv) approve or recommend accept, approve, agree to, endorse, recommend, or propose publicly to approve or accept, approve, agree to, endorse, recommend any Acquisition Proposal or remain neutral with respect to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal, or any material amendment thereto, until five Business Days following the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or (v) accept, approve, agree to, endorse or recommend or enter into into, or publicly propose to accept, approve, agree to, endorse or recommend or enter into, any letter of intent, agreement in principlerespect of an Acquisition Proposal, agreementprovided however that, arrangement or understanding related to notwithstanding any Acquisition Proposal (except as permitted by Section 4.4(d)). Notwithstanding the preceding sentence of this Section 4.4(a) and any other provision of this Agreement, nothing shall prevent if at any time following the Silvermex Board date of this Agreement and prior to obtaining the Silvermex Meeting from consideringRequisite Level of Approval, participating in any discussions or negotiations, or entering into Fording receives a confidentiality agreement and providing information pursuant to Section 4.4(d), regarding an unsolicited bona fide written Acquisition Proposal that did not otherwise result from a breach of this Section 4.4 and 5.5, that the Silvermex Board determines Fording Trustees determine in good faith, after consultation with receiving advice from their financial advisors and outside legal counsel, is reasonably likely to constitute a Superior Proposal. Silvermex shall not consider, negotiate, accept or recommend an Acquisition Proposal after the date of the Silvermex Meeting. Silvermex shall, and shall cause its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it, to cease immediately upon execution of this Agreement all discussions and negotiations regarding any proposal that constitutes, or may could reasonably be expected to lead to a Superior Proposal, then Fording may furnish information including providing access to the Virtual Data Room to the person making such Acquisition Proposal and/or enter into, participate, facilitate and maintain discussions or negotiations with, and otherwise cooperate with or assist, the person making such Acquisition Proposal (but, subject to Section 5.6, not approve, recommend, accept or enter into any agreement (other than a confidentiality agreement as contemplated below), arrangement or understanding with respect to such Acquisition Proposal), provided that prior to entering into discussions or negotiations with any person regarding the Acquisition Proposal, Fording notifies Purchaser of its determination that such Acquisition Proposal is or could reasonably be expected to lead to a Superior Proposal and otherwise complies with its obligations under this Section 5.5 and Section 5.6, and provided that Fording shall not, and shall not allow the Fording Subsidiaries or the Fording Representatives to, an Acquisition Proposal. To the extent it has not already done so, Silvermex shall deny access to all parties other than First Majestic and its advisors, employees and agents to disclose any and all data rooms which may have been opened. Silvermex shall immediately request the return of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agents) who have such person without having entered into a confidentiality agreement with Silvermex relating such person (a draft copy of which confidentiality agreement shall be provided to a potential Acquisition Proposal, Purchaser prior to its execution) containing confidentiality covenants and standstill obligations substantially similar to those set out in the Confidentiality Agreement and provided further that Fording shall use all reasonable efforts promptly provide to ensure Purchaser any non-public information concerning Fording or the Fording Subsidiaries or any of their assets provided to such other person that such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses or action (actual or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion of the Arrangementhas not previously been made available to Purchaser. (b) Silvermex Fording shall, and shall cause the Fording Subsidiaries and the Fording Representatives to, immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any persons (other than the Purchaser) conducted heretofore by Fording, the Fording Subsidiaries or any of the Fording Representatives with respect to any Acquisition Proposal or potential Acquisition Proposal, and, in connection therewith, Fording will discontinue access to the Virtual Data Room (and not amendestablish or allow access to any other data rooms, modifyvirtual or otherwise or otherwise furnish information other than as permitted in paragraph (a) above) and shall as soon as possible request, waive to the extent that it is entitled to do so, the return or fail destruction of all confidential information regarding Fording, the Fording Subsidiaries or the Partnership previously provided to enforce on any such person or any other person and will request, to the extent it is entitled to do so, the destruction of all material including or incorporating or otherwise reflecting any confidential information regarding Fording, the Fording Subsidiaries or the Partnership. Fording agrees that it will not terminate, waive, amend or modify any provision of any existing confidentiality agreement relating to an Acquisition Proposal or potential Acquisition Proposal, or any standstill agreement to which it or any of the Fording Subsidiaries is a timely basis party. In this regard, the Parties agree that any obligation under deemed amendment or modification to any aforementioned confidentiality agreement or standstill agreement resulting from the entering into of this Agreement or amend any the Confidentiality Agreement without further action by Fording will not constitute an amendment or modification of such agreement or other conditions included in any agreement between Silvermex and a third party, except to allow such Person to confidentially propose to the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach for purposes of Section 4.4(a) by Silvermex or any of its representatives) that the Silvermex Board determines, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely to constitute a Superior Proposalthis paragraph. (c) Silvermex Fording shall promptly (and in any event within 24 hours) notify First Majestic, Purchaser (at first orally and then in writing, ) of any Acquisition Proposal and any enquiry that could lead to an Acquisition Proposal, (or any amendments to the foregoing, amendment thereto) or any request for non-public information relating to Silvermex in connection with an Acquisition Proposal Fording or for access any of the Fording Subsidiaries or any of their assets of which Fording or any of the Fording Representatives are or become aware, or any amendments to the properties, books or records of Silvermex by any Person that informs Silvermex that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposalforegoing. Such notice shall include a copy of any written Acquisition Proposal (and any amendment thereto) which has been received or, if no written Acquisition Proposal has been received, a description of the material terms and conditions of any proposalof, and the identity of the Person making such person making, any inquiry, proposal, enquiry offer or contact, a copy of any written form of Acquisition Proposal and request. Fording shall also provide such further and other details of the proposal, enquiry Acquisition Proposal or contact any amendment thereto as First Majestic Purchaser may reasonably request. Silvermex shall: (i) Fording shall keep First Majestic Purchaser promptly and fully informed of the status status, including any change to the material terms terms, of any such Acquisition Proposal or enquiry; and (ii) any amendment thereto, shall respond promptly to all inquiries by Purchaser with respect thereto, and shall provide to First Majestic as soon as practicable after receipt or delivery thereof with Purchaser copies of all material correspondence and other written material sent or provided to Silvermex from Fording by any Person person in connection with any Acquisition Proposal such inquiry, proposal, offer or request or sent or provided by Silvermex Fording to any Person person in connection with any Acquisition Proposalsuch inquiry, proposal, offer or request. (d) If Silvermex receives Fording shall reaffirm its recommendation of the Transaction to be effected by the Arrangement by press release promptly (having regard, where applicable, to the requirement for Fording to convene a request for material non-public information from a Person who has made an unsolicited bona fide written meeting of the Fording Trustees) in the event that: (i) any Acquisition Proposal and Silvermex which is permitted, as contemplated under publicly announced is determined not to be a Superior Proposal; or (ii) the second sentence of Parties enter into an amended Agreement pursuant to Section 4.4(a5.6(b) to negotiate the terms of such which results in any Acquisition Proposal not being a Superior Proposal, then, and only in such case, the Silvermex Board may, subject to the execution by such Person of a confidentiality agreement on terms substantially similar to the Confidentiality Agreement, provide such Person with access to information regarding Silvermex; provided, however, that Silvermex sends a copy of any such confidentiality agreement to First Majestic promptly upon its execution and concurrently provides First Majestic with a list of or copies of the information provided to such Person and access to similar information which was provided to such Person. (e) Prior to the earlier of the Effective Time and the termination of this Agreement, Silvermex shall not, except with the prior written consent of First Majestic, take any action to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition Proposal, or any Person making an Acquisition Proposal, not subject to the Shareholder Rights Plan (including redemption of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex has complied with the provisions of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex shall oppose any such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary duties. (f) Silvermex Fording shall ensure that its officers, directors the Fording Subsidiaries and employees and any financial advisors or other advisors, representatives or agents retained by it the Fording Representatives are aware of the provisions of this Section 4.45.5, and it shall be responsible for any breach of this Section 4.4 such provisions by any such Personof them. (f) Notwithstanding the foregoing, nothing in this Agreement shall prevent the Fording Trustees from responding through a trustees’ circular or otherwise as required by applicable Laws to an Acquisition Proposal that they determine is not a Superior Proposal.

Covenants Regarding Non-Solicitation. (a) Subject to Section 4.5 5.9, Silvermex Abatis shall not, directly or indirectly, through any officer, director, employee, representative or agent of Silvermex or any Silvermex SubsidiaryAbatis: (i) solicit, initiate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; (iii) withdraw, withdraw or modify or qualify or propose publicly to withdraw, modify or qualify in a manner adverse to First Majestic Redback the approval of the Silvermex Board or any committee thereof board of directors of Abatis of the transactions contemplated hereby; (iv) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal or remain neutral with respect to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal, or any material amendment thereto, until five Business Days following the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or (v) enter into any letter of intent, agreement in principle, agreement, arrangement or understanding related to any Acquisition Proposal (except as permitted by Section 4.4(d))Proposal. Notwithstanding the preceding sentence part of this Section 4.4(a5.8(a) and any other provision of this Agreement, nothing shall prevent the Silvermex Board board of directors of Abatis prior to the Silvermex Meeting issuance of the Final Order from considering, participating in any discussions or negotiations, or entering into a confidentiality agreement and providing information pursuant to Section 4.4(d5.8(c), regarding an unsolicited bona fide BONA FIDE written Acquisition Proposal that did not otherwise result from a breach of this Section 4.4 5.8 and that the Silvermex Board board of directors of Abatis determines in good faith, after consultation with financial advisors and outside legal counsel, is reasonably likely to constitute result in a Superior Proposal; provided, however, that prior to taking such action, the board of directors must receive an opinion of outside legal counsel that it is appropriate that the board of directors of Abatis take such action in order to discharge properly its fiduciary duties. Silvermex Abatis shall not consider, negotiate, accept or recommend an Acquisition Proposal after the date of the Silvermex Meetingissuance of the Final Order. Silvermex Abatis shall, and shall cause its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by itit to, to cease immediately upon execution of this Agreement all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. To the extent it has not already done so, Silvermex shall deny access to all parties other than First Majestic and its advisors, employees and agents to any and all data rooms which may have been opened. Silvermex shall immediately request the return of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agents) who have entered into a confidentiality agreement with Silvermex relating to a potential Acquisition Proposal, shall use all reasonable efforts to ensure that such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses or action (actual or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion of the Arrangement. (b) Silvermex shall not amend, modify, waive or fail to enforce on a timely basis any obligation under any confidentiality or standstill agreement or amend any such agreement or other conditions included in any agreement between Silvermex and a third party, except to allow such Person to confidentially propose to the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex or any of its representatives) that the Silvermex Board determines, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely to constitute a Superior Proposal. (c) Silvermex Abatis shall promptly notify First MajesticRedback, at first orally and then in writing, of any Acquisition Proposal and any enquiry that could lead to an Acquisition Proposal, or any amendments to the foregoing, or any request for non-public information relating to Silvermex Abatis in connection with an Acquisition Proposal or for access to the properties, books or records of Silvermex Abatis by any Person that informs Silvermex Abatis that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal. Such notice shall include a description of the material terms and conditions of any proposal, the identity of the Person making such proposal, enquiry or contact, a copy of any written form of Acquisition Proposal contact and provide such other details of the proposal, enquiry or contact as First Majestic Redback may reasonably request. Silvermex Abatis shall: (i) keep First Majestic Redback fully informed of the status including any change to the material terms of any such Acquisition Proposal or enquiry; and (ii) provide to First Majestic Redback as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Silvermex Abatis from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex Abatis to any Person in connection with any Acquisition Proposal. (dc) If Silvermex Abatis receives a request for material non-public information from a Person who has made an unsolicited bona fide BONA FIDE written Acquisition Proposal and Silvermex Abatis is permitted, as contemplated under the second sentence of Section 4.4(a) 5.8(a), to negotiate the terms of such Acquisition Proposal, then, and only in such case, the Silvermex Board board of directors of Abatis may, subject to the execution by such Person of a confidentiality agreement on terms substantially similar to the Confidentiality Agreement, provide such Person with access to information regarding SilvermexAbatis; provided, however, that Silvermex the Person making the Acquisition Proposal shall not be precluded under such confidentiality agreement from making the Acquisition Proposal (but not any material amendment thereto) and provided further that Abatis sends a copy of any such confidentiality agreement to First Majestic Redback promptly upon its execution and concurrently provides First Majestic Redback with a list of or copies of the information provided to such Person and access to similar information to which such Person was provided to such Personprovided. (ed) Prior to the earlier of the Effective Time and the termination of this Agreement, Silvermex shall not, except with the prior written consent of First Majestic, take any action to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition Proposal, or any Person making an Acquisition Proposal, not subject to the Shareholder Rights Plan (including redemption of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex has complied with the provisions of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex shall oppose any such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary duties. (f) Silvermex Abatis shall ensure that its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it are aware of the provisions of this Section 4.45.8, and it shall be responsible for any breach of this Section 4.4 5.8 by any such Person.

Covenants Regarding Non-Solicitation. (a) Subject to Section 4.5 , Silvermex Avenor shall not, directly or indirectly, through any officer, director, employee, representative or agent of Silvermex Avenor or any Silvermex Subsidiary: (i) of its Subsidiaries, solicit, initiate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) , participate in any discussions or negotiations regarding any Acquisition Proposal; (iii) withdraw, withdraw or modify or qualify or propose publicly to withdraw, modify or qualify in a manner adverse to First Majestic Bowater the approval of the Silvermex Board or any committee thereof of Directors of Avenor of the transactions contemplated hereby; (iv) approve or recommend or propose publicly to , approve or recommend any Acquisition Proposal or remain neutral with respect cause Avenor to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal, or any material amendment thereto, until five Business Days following the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or (v) enter into any letter of intent, agreement in principle, agreement, arrangement or understanding related to any Acquisition Proposal (except as permitted by Proposal; provided, however, that subject to Section 4.4(d)). Notwithstanding 5.5 but notwithstanding the preceding sentence part of this Section 4.4(a5.4(a) and any other provision of this Agreement, nothing shall prevent the Silvermex Board prior to the Silvermex Meeting of Directors of Avenor from considering, participating in any discussions or negotiationsnegotiating, approving, recommending to its shareholders or entering into a confidentiality an agreement and providing information pursuant to Section 4.4(d), regarding in respect of an unsolicited bona fide written Acquisition Proposal that did not otherwise result from a breach the Board of this Section 4.4 and that the Silvermex Board Directors of Avenor determines in good faith, after consultation with financial advisors and after receiving an opinion of outside legal counselcounsel to the effect that the Board of Directors of Avenor is required to take such action in order to discharge properly its fiduciary duties, is reasonably likely would, if consummated in accordance with its terms, result in a transaction more favourable to constitute Avenor's shareholders than the transaction contemplated by this Agreement (any such Acquisition Proposal being referred to herein as a "Superior Proposal. Silvermex shall not consider, negotiate, accept or recommend an Acquisition Proposal after the date of the Silvermex Meeting. Silvermex shall, and shall cause its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it, to cease immediately upon execution of this Agreement all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. To the extent it has not already done so, Silvermex shall deny access to all parties other than First Majestic and its advisors, employees and agents to any and all data rooms which may have been opened. Silvermex shall immediately request the return of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agents) who have entered into a confidentiality agreement with Silvermex relating to a potential Acquisition Proposal, shall use all reasonable efforts to ensure that such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses or action (actual or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion of the Arrangement."); (b) Silvermex Bowater shall not amendnot, modifydirectly or indirectly, waive through any officer, director, employee, representative or fail to enforce on a timely basis any obligation under any confidentiality or standstill agreement or amend any such agreement or other conditions included in any agreement between Silvermex and a third party, except to allow such Person to confidentially propose to the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach agent of Section 4.4(a) by Silvermex Bowater or any of its representativesSubsidiaries, solicit, initiate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; provided, however, that notwithstanding any other provision of this Agreement, nothing shall prevent the Silvermex Board determinesof Directors of Bowater from considering, negotiating, approving, recommending to its shareholders or entering into an agreement in respect of an unsolicited bona fide written Acquisition Proposal if the Board of Directors of Bowater determines in good faith, after receipt consultation with financial advisors and after receiving an opinion of written advice from outside counsel, that it is required to do so in order to discharge properly its legal and financial advisors, constitutes or is reasonably likely to constitute a Superior Proposal.fiduciary duties; (c) Silvermex Each Party shall promptly notify First Majestic, at first orally and then in writing, the other Party of any current Acquisition Proposals or of any future Acquisition Proposal and any enquiry that could lead to an Acquisition Proposalof which directors or senior officers become aware, or any amendments to the foregoing, or any request for non-public information relating to Silvermex such Party or any Material Subsidiaries in connection with an Acquisition Proposal or for access to the properties, books or records of Silvermex such Party or any Material Subsidiary by any Person person or entity that informs Silvermex such Party or such Material Subsidiary that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal. Such notice shall include a description of the material terms and conditions of any proposal, the identity of the Person making such proposal, enquiry or contact, a copy of any written form of Acquisition Proposal proposal and provide such other details of the proposal, enquiry inquiry or contact as First Majestic the other Party may reasonably request. Silvermex shall: (i) keep First Majestic fully informed request including the identity of the status including any change to the material terms of any person making such Acquisition Proposal proposal, inquiry or enquiry; and (ii) provide to First Majestic as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Silvermex from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex to any Person in connection with any Acquisition Proposal.contact; (d) If Silvermex Avenor receives a request for material non-public information from a Person person who has made an unsolicited proposes a bona fide written Acquisition Proposal in respect of Avenor (the existence and Silvermex is permittedcontent of which have been disclosed to Bowater), as contemplated under and the second sentence Board of Directors of Avenor determines that such proposal would be a Superior Proposal pursuant to Section 4.4(a5.4(a) having received the advice referred to negotiate the terms of such Acquisition Proposaltherein, then, and only in such case, the Silvermex Board of Directors of Avenor may, subject to the execution by such Person of a confidentiality agreement on terms containing a standstill provision substantially similar to the Confidentiality Agreementthat contained in Section 5.7, provide such Person person with access to information regarding SilvermexAvenor; provided, however, that Silvermex the person making the Acquisition Proposal shall not be precluded thereunder from making the Acquisition Proposal, and provided further that Avenor sends a copy of any such confidentiality agreement to First Majestic promptly Bowater immediately upon its execution and concurrently provides First Majestic Bowater is provided with a list of or copies of the information provided to such Person person and immediately provided with access to similar information to which such person was provided to such Person.provided; and (e) Prior to the earlier of the Effective Time and the termination of this Agreement, Silvermex shall not, except with the prior written consent of First Majestic, take any action to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition Proposal, or any Person making an Acquisition Proposal, not subject to the Shareholder Rights Plan (including redemption of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex has complied with the provisions of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex shall oppose any such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary duties. (f) Silvermex Each Party shall ensure that its officers, directors and employees and its Subsidiaries and any financial advisors or other advisors, advisors or representatives or agents retained by it are aware of the provisions of this Section 4.45.4, and it shall be responsible for any breach of this Section 4.4 5.4 by any such Personits financial advisors or other advisors or representatives.

Covenants Regarding Non-Solicitation. (a1) Subject to Section 4.5 4.6, Silvermex Trimark shall not, directly or indirectly, through any officer, director, employee, representative (including for greater certainty any investment banker, lawyer or accountant) or agent of Silvermex Trimark or any Silvermex Subsidiary: of its subsidiaries, (i) solicit, initiate initiate, knowingly encourage or encourage otherwise facilitate (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; , (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; , (iii) withdraw, modify or qualify or propose publicly to withdraw, modify or qualify in a manner adverse to First Majestic the approval of the Silvermex Board or any committee thereof of the transactions contemplated hereby; (iv) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal or remain neutral with respect to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal, or any material amendment thereto, until five Business Days following the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or (viv) enter into any letter of intent, agreement in principle, agreement, arrangement or understanding related to any Acquisition Proposal (except as permitted by Section 4.4(d))Proposal. Notwithstanding the preceding sentence part of this Section 4.4(a4.5(1) and any other provision of this Agreement, nothing shall prevent the Silvermex Board prior to the Silvermex Meeting of Directors of Trimark from considering, participating in any discussions or negotiations, or entering into a confidentiality agreement and providing information pursuant to Section 4.4(d4.5(3) (but subject to Section 4.6 not approve, recommend or enter into any agreement, arrangement or understanding), regarding an unsolicited bona fide written Acquisition Proposal (a) in respect of which any required financing has been demonstrated to the satisfaction of the Board of Directors, acting in good faith, to be reasonably likely to be obtained, (b) that did not otherwise result from a breach of this Section 4.4 4.5, and that (c) which the Silvermex Board determines of Directors of Trimark has determined in good faith, after consultation with financial advisors and with outside legal counsel, is reasonably likely to constitute a Superior Proposal. Silvermex shall not consider, negotiate, accept or recommend an Acquisition Proposal after the date of the Silvermex Meeting. Silvermex Trimark shall, and shall cause its the officers, directors and employees and any financial advisors or other advisorsdirectors, employees, representatives or and agents retained by itof Trimark and its subsidiaries to, to cease immediately upon execution of this Agreement all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. To the extent it has not already done so, Silvermex shall deny access to all parties other than First Majestic and its advisors, employees and agents to any and all data rooms which may have been opened. Silvermex shall immediately request the return or destruction of all confidential non-public information provided in connection therewith. For greater certainty, a bona fide written Acquisition Proposal shall not be considered to any third parties (other than First Majestic and its advisors, employees and agents) who have entered into be solicited solely because it is proposed by a confidentiality agreement party with Silvermex relating whom Trimark had held discussions or negotiations with respect to a potential Acquisition ProposalProposal prior to May 5, shall use all reasonable efforts to ensure that such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses or action (actual or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion of the Arrangement2000. (b2) Silvermex Trimark shall not amend, modify, waive or fail to enforce on a timely basis any obligation under any confidentiality or standstill agreement or amend any such agreement or other conditions included in any agreement between Silvermex and a third party, except to allow such Person to confidentially propose to the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex or any of its representatives) that the Silvermex Board determines, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely to constitute a Superior Proposal. (c) Silvermex shall promptly forthwith notify First MajesticAMVESCAP, at first orally and then in writing, of any Acquisition Proposal and any enquiry inquiry that could lead to an Acquisition Proposal, or any amendments to the foregoing, or any request for non-public information relating to Silvermex Trimark or any Trimark Material Subsidiary in connection with an Acquisition Proposal or for access to the properties, books or records of Silvermex Trimark or any Trimark Material Subsidiary by any Person that informs Silvermex Trimark or such Trimark Material Subsidiary that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal. Such notice shall include a description of the material terms and conditions of any proposal, the identity of the Person making such proposal, enquiry inquiry or contact, a copy of any written form of Acquisition Proposal contact and provide such other details of the proposal, enquiry inquiry or contact as First Majestic AMVESCAP may reasonably request. Silvermex shall: (i) Trimark shall keep First Majestic fully AMVESCAP informed of the status including any change to the material terms of any such Acquisition Proposal or enquiry; and (ii) provide to First Majestic as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Silvermex from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex to any Person in connection with any Acquisition Proposalinquiry. (d3) If Silvermex Trimark receives a request for material non-public information from a Person who has made an unsolicited bona fide written Acquisition Proposal and Silvermex Trimark is permitted, subject to and as contemplated under the second sentence of Section 4.4(a) 4.5(1), to negotiate the terms of such Acquisition Proposal, then, and only in such case, the Silvermex Board of Directors of Trimark may, subject to the execution by such Person of a confidentiality agreement on terms containing employee non-solicitation and standstill provisions substantially similar to those contained in the Confidentiality Agreementconfidentiality agreement then in effect between Trimark and AMVESCAP (which standstill provision may be waived by the Board of Directors of Trimark in its sole and unfettered discretion), provide such Person with access to information regarding SilvermexTrimark; provided, however, that Silvermex the Person making the Acquisition Proposal shall not be precluded under such confidentiality agreement from making the Acquisition Proposal (or, subject to Section 4.6(4), any material amendment thereto) and provided further that Trimark sends a copy of any such confidentiality agreement to First Majestic AMVESCAP promptly upon its execution and concurrently provides First Majestic AMVESCAP is provided with a list of or copies of the information provided to such Person and immediately provided with access to similar information to which such Person was provided to such Personprovided. (e4) Prior to the earlier of the Effective Time and the termination of this Agreement, Silvermex shall not, except with the prior written consent of First Majestic, take any action to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition Proposal, or any Person making an Acquisition Proposal, not subject to the Shareholder Rights Plan (including redemption of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex has complied with the provisions of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex shall oppose any such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary duties. (f) Silvermex Trimark shall ensure that its officers, directors and employees and its subsidiaries and their officers, directors and employees and any financial advisors or other advisors, advisors or representatives or agents retained by it or its subsidiaries 33 -30- are aware of the provisions of this Section 4.44.5, and it shall be responsible for any breach of this Section 4.4 4.5 by any such Personits and its subsidiaries' officers, directors, employees, representatives or agents.

Covenants Regarding Non-Solicitation. (a) Subject to Section 4.5 , Silvermex 5.6.1 MAAX shall not, directly or indirectly, through any officer, director, employee, representative or agent of Silvermex MAAX or any Silvermex Subsidiary: of its Subsidiaries, take any action of any kind which might reduce the likelihood of, or interfere with, the completion of the Amalgamation, including, but not limited to, any action to (i) solicit, assist, initiate or encourage (including by way of furnishing information non-public information, soliciting proxies (within the meaning of the Securities Act) or entering into any form of agreementagreement or arrangement) any inquiries, submissions, proposals or offers regarding any merger, amalgamation (other than the Amalgamation), take-over bid, sale of material assets (including transfer of assets in favour of an income trust or any lease, long-term supply agreement or other arrangement having the same economic effect as a sale) or understanding) material sale of Shares or rights or interests therein or thereto or similar transactions involving MAAX or any of its Subsidiaries, or a proposal to do so, other than with the initiation of any inquiries or proposals regarding Newco Parties (each, an Acquisition Proposal; "INCONSISTENT TRANSACTION"); (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; Inconsistent Transaction; (iii) withdraw, withdraw or modify or qualify or propose publicly to withdraw, modify or qualify in a manner adverse to First Majestic Newco and Newco II the approval of the Silvermex Board or any committee thereof of Directors of the transactions contemplated hereby; ; (iv) approve or recommend any Inconsistent Transaction; or propose publicly to approve or recommend any Acquisition Proposal or remain neutral with respect to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal, or any material amendment thereto, until five Business Days following the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or (v) cause MAAX to enter into any letter of intent, agreement in principle, agreement, arrangement or understanding related to any Acquisition Proposal (except as permitted by Section 4.4(d))Inconsistent Transaction. Notwithstanding the preceding sentence part of this Section 4.4(a) 5.6.1 and any other provision of this Agreement, nothing shall prevent the Silvermex Board of Directors prior to the Silvermex filing of the Articles of Amalgamation from complying with MAAX's disclosure obligations under applicable Laws with respect to the MAAX Meeting and the Amalgamation or from considering, participating in any discussions or negotiations, or entering into a confidentiality agreement on substantially the same terms as the Confidentiality Agreement, including a standstill undertaking for a period of 18 months and providing information pursuant to Section 4.4(d)5.6.3, regarding an unsolicited bona fide written Acquisition Proposal Inconsistent Transaction in writing that did not otherwise result from a breach of this Section 4.4 5.6 and that the Silvermex Board determines in good faith, after consultation with financial advisors and outside legal counsel, is reasonably likely to constitute a Superior Proposal. Silvermex shall not consider, negotiate, accept or recommend an Acquisition Proposal after the date of the Silvermex Meeting. Silvermex shall, and shall cause its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it, to cease immediately upon execution of this Agreement all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. To the extent it has not already done so, Silvermex shall deny access to all parties other than First Majestic and its advisors, employees and agents to any and all data rooms which may have been opened. Silvermex shall immediately request the return of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agents) who have entered into a confidentiality agreement with Silvermex relating to a potential Acquisition Proposal, shall use all reasonable efforts to ensure that such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses or action (actual or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion of the Arrangement. (b) Silvermex shall not amend, modify, waive or fail to enforce on a timely basis any obligation under any confidentiality or standstill agreement or amend any such agreement or other conditions included in any agreement between Silvermex and a third party, except to allow such Person to confidentially propose to the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex or any of its representatives) that the Silvermex Board Directors determines, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely to constitute a Superior Proposal. (c) Silvermex shall 5.6.2 MAAX hereby represents and warrants in favour of the Newco Parties that as of this date, there is no current Inconsistent Transaction and hereby agrees and undertakes to promptly notify First MajesticNewco and Newco II, at first orally and then in writing, of any Acquisition Proposal and any enquiry that could lead to an Acquisition Proposalall future Inconsistent Transactions, of which MAAX's directors or Senior Management are or become aware, or any amendments to the foregoing, or any request for non-public information relating to Silvermex MAAX or any of its Subsidiaries in connection with an Acquisition Proposal Inconsistent Transaction or for access to the properties, books or records of Silvermex MAAX or any of its Subsidiaries by any Person that informs Silvermex MAAX or such Subsidiary that it such Person is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition ProposalInconsistent Transaction. Such notice shall include a description of the material terms and conditions of any proposal and provide such details of the proposal, inquiry or contact as Newco or Newco II may reasonably request including the identity of the Person making such proposal, enquiry inquiry or contact. MAAX further agrees and undertakes to request forthwith and use commercially reasonable efforts to cause all Persons who have executed a confidentiality agreement within the period of 12 months preceding the date hereof in connection with an Inconsistent Transaction, a copy of any written form of Acquisition Proposal and provide such other details of the proposal, enquiry or contact as First Majestic may reasonably request. Silvermex shall: (i) keep First Majestic fully informed of the status including any change to the material terms of any destroy all confidential MAAX information and confirm to MAAX in writing such Acquisition Proposal destruction; or enquiry; and (ii) provide to First Majestic as soon as practicable after receipt or delivery thereof with copies of return all correspondence and other written material sent or provided confidential MAAX information to Silvermex from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex to any Person in connection with any Acquisition ProposalMAAX. (d) 5.6.3 If Silvermex MAAX receives a request for material non-public information from a Person who has made an unsolicited proposes a bona fide written Acquisition Inconsistent Transaction in writing in respect of MAAX (the existence and content of which have been disclosed to Newco and Newco II), and the Board of Directors determines that such proposal constitutes a Superior Proposal and Silvermex is permitted, as contemplated under the second sentence of Section 4.4(a) to negotiate the terms of such Acquisition Proposal, then, and only in such case, the Silvermex Board of Directors may, subject to the execution by such Person of a confidentiality non-disclosure agreement on substantially the same terms substantially similar to as the Confidentiality Agreement, provide such Person with access to information regarding SilvermexMAAX or any of its Subsidiaries; provided, however, that Silvermex the Person making the Inconsistent Transaction shall not be precluded under such non-disclosure agreement from making the Inconsistent Transaction, and provided further that MAAX sends a copy of any such confidentiality non-disclosure agreement to First Majestic Newco and Newco II promptly upon its execution and concurrently provides First Majestic that Newco and Newco II are provided with a list of or or, in the case of information that was not previously made available to Newco and Newco II, copies of the any information provided to such Person and access to similar information which was provided to such Person. (e) Prior 5.6.4 MAAX shall use commercially reasonable efforts to the earlier of the Effective Time and the termination of this Agreement, Silvermex shall not, except with the prior written consent of First Majestic, take any action to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition Proposal, or any Person making an Acquisition Proposal, not subject to the Shareholder Rights Plan (including redemption of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex has complied with the provisions of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex shall oppose any such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary duties. (f) Silvermex shall ensure that its officers, directors directors, employees, representatives and employees agents and its Subsidiaries and their officers, directors, employees, representatives and agents and any financial advisors or other advisors, advisors or representatives or agents retained by it are aware of the provisions of this Section 4.45.6, and it shall be responsible for any breach of this Section 4.4 5.6 by any such Personits financial advisors or other advisors or representatives.

Covenants Regarding Non-Solicitation. (a) Subject to Section 4.5 , Silvermex shall from the date of this Agreement until the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with , UNE agrees that it will not, directly or indirectly, through and will not authorize or permit any officerRepresentative thereof to, director, employee, representative directly or agent of Silvermex or any Silvermex Subsidiaryindirectly: (ia) solicit, initiate initiate, encourage, engage in or encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of respond to any inquiries or proposals regarding an any Acquisition Proposal;, (iib) encourage or participate in any discussions or negotiations regarding any Acquisition Proposal;, (iiic) withdrawagree to, modify or qualify or propose publicly to withdraw, modify or qualify in a manner adverse to First Majestic the approval of the Silvermex Board or any committee thereof of the transactions contemplated hereby; (iv) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal or remain neutral with respect to an Acquisition Proposal which has been publicly announced Proposal, or (it being understood that publicly taking no position or a neutral position with respect d) enter into any agreement related to an Acquisition Proposal; provided, or any material amendment theretohowever, until five Business Days following the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or (v) enter into any letter of intentthat, agreement in principle, agreement, arrangement or understanding related subject to any Acquisition Proposal (except as permitted by Section 4.4(d)). Notwithstanding the preceding sentence of this Section 4.4(a) and any other provision of this Agreement5.6, nothing shall prevent the Silvermex Board prior to the Silvermex Meeting UNE from considering, participating in negotiating, approving and recommending to its shareholders any discussions or negotiations, or entering into a confidentiality agreement and providing information pursuant to Section 4.4(d), regarding an unsolicited bona fide written Acquisition Proposal that did not otherwise result from a breach received after the date hereof that: (a) in respect of this Section 4.4 and that which the Silvermex Board determines directors of UNE have determined in good faith, after consultation with, and receiving written advice from its financial advisor that such Acquisition Proposal would, if consummated in accordance with its terms, result in a transaction which would, in respect of the party's shareholders receiving such proposal, be superior to the Arrangement from a financial advisors point of view, and outside legal counselif the directors of the Party receiving a bona fide unsolicited Acquisition Proposal determines that such Proposal would, is reasonably likely if consummated in accordance with its terms, result in a transaction of greater value to constitute its shareholders than the Arrangement (a "Superior Proposal"). In the event the UNE Board determines that it has received a Superior Proposal. Silvermex shall not consider, negotiate, accept or recommend an Acquisition Proposal after it may provide information to the date proponents of the Silvermex Meeting. Silvermex shallSuperior Proposal, their professional advisors and shall cause its officersrepresentatives, directors and employees and any financial advisors or other advisors, representatives or agents retained by it, to cease immediately upon execution of this Agreement all discussions and negotiations regarding any proposal provided that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. To the extent it has not already done so, Silvermex shall deny access to all such parties other than First Majestic and its advisors, employees and agents to any and all data rooms which may have been opened. Silvermex shall immediately request the return of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agents) who have entered into a confidentiality confidential agreement with Silvermex relating to a potential Acquisition Proposal, shall use all reasonable efforts to ensure that such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses or action (actual or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion of the Arrangement. (b) Silvermex shall not amend, modify, waive or fail to enforce on a timely basis any obligation under any confidentiality or standstill agreement or amend any such agreement or other conditions included in any agreement between Silvermex and a third party, except to allow such Person to confidentially propose to the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex or any of its representatives) that the Silvermex Board determines, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely to constitute a Superior Proposal. (c) Silvermex shall promptly notify First Majestic, at first orally and then in writing, of any Acquisition Proposal and any enquiry that could lead to an Acquisition Proposal, or any amendments to the foregoing, or any request for non-public information relating to Silvermex in connection with an Acquisition Proposal or for access to the properties, books or records of Silvermex by any Person that informs Silvermex that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal. Such notice shall include a description of the material terms and conditions of any proposal, the identity of the Person making such proposal, enquiry or contact, a copy of any written form of Acquisition Proposal and provide such other details of the proposal, enquiry or contact as First Majestic may reasonably request. Silvermex shall: (i) keep First Majestic fully informed of the status including any change to the material terms of any such Acquisition Proposal or enquiry; and (ii) provide to First Majestic as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Silvermex from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex to any Person in connection with any Acquisition Proposal. (d) If Silvermex receives a request for material non-public information from a Person who has made an unsolicited bona fide written Acquisition Proposal and Silvermex is permitted, as contemplated under the second sentence of Section 4.4(a) to negotiate the terms of such Acquisition Proposal, then, and only in such case, the Silvermex Board may, subject to the execution by such Person of a confidentiality agreement UNE on terms substantially similar acceptable to the Confidentiality AgreementAltima, provide such Person with access to information regarding Silvermex; provided, however, that Silvermex sends a copy of any such confidentiality agreement to First Majestic promptly upon its execution and concurrently provides First Majestic with a list of or copies of the information provided to such Person and access to similar information which was provided to such Personacting reasonably. (e) Prior to the earlier of the Effective Time and the termination of this Agreement, Silvermex shall not, except with the prior written consent of First Majestic, take any action to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition Proposal, or any Person making an Acquisition Proposal, not subject to the Shareholder Rights Plan (including redemption of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex has complied with the provisions of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex shall oppose any such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary duties. (f) Silvermex shall ensure that its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it are aware of the provisions of this Section 4.4, and it shall be responsible for any breach of this Section 4.4 by any such Person.

Covenants Regarding Non-Solicitation. (a) Subject QAT shall, and shall cause the officers, directors, employees, representatives and agents of it and of its subsidiaries to immediately cease any existing discussions or negotiations with any Person (other than Purchaser) with respect to any proposal that constitutes, or may reasonably be expected to constitute, an Acquisition Proposal and request, in accordance with the terms of any applicable confidentiality agreement (other than the Confidentiality Agreement), the return or destruction of all confidential information provided in connection therewith. (b) Except as otherwise provided in this Section 4.5 3.5, Silvermex QAT shall not, directly or indirectly, through any of its subsidiaries or through any officer, director, employee, investment banker, attorney or other representative or agent of Silvermex it or any Silvermex Subsidiaryof its subsidiaries: (i) solicit, initiate initiate, knowingly facilitate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understandinginformation) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any an Acquisition Proposal; (iii) withdrawwithdraw or modify, modify or qualify or propose publicly to withdrawwithdraw or modify, modify or qualify in a any manner adverse to First Majestic Purchaser, the approval of the Silvermex QAT Board or any committee thereof of Directors of the transactions contemplated herebyArrangement or the recommendation of the QAT Board of Directors to vote in favour of the Arrangement; (iv) approve furnish or recommend provide access to any information concerning QAT, its subsidiaries or propose publicly their respective businesses, properties or assets to approve or recommend any Acquisition Proposal or remain neutral with respect to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position or a neutral position with respect to an Acquisition ProposalPerson in connection with, or any material amendment thereto, until five Business Days following the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or (v) enter into any letter of intent, agreement in principle, agreement, arrangement or understanding related to any Acquisition Proposal (except as permitted by Section 4.4(d)). Notwithstanding the preceding sentence of this Section 4.4(a) and any other provision of this Agreement, nothing shall prevent the Silvermex Board prior to the Silvermex Meeting from considering, participating in any discussions or negotiations, or entering into a confidentiality agreement and providing information pursuant to Section 4.4(d), regarding an unsolicited bona fide written Acquisition Proposal that did not otherwise result from a breach of this Section 4.4 and that the Silvermex Board determines in good faith, after consultation with financial advisors and outside legal counsel, is reasonably likely to constitute a Superior Proposal. Silvermex shall not consider, negotiate, accept or recommend an Acquisition Proposal after the date of the Silvermex Meeting. Silvermex shall, and shall cause its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it, to cease immediately upon execution of this Agreement all discussions and negotiations regarding any proposal that constitutes, or may could reasonably be expected to lead toto or facilitate, an Acquisition Proposal. To the extent it has not already done so, Silvermex shall deny access to all parties other than First Majestic and its advisors, employees and agents to any and all data rooms which may have been opened. Silvermex shall immediately request the return of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agents) who have entered into a confidentiality agreement with Silvermex relating to a potential Acquisition Proposal, shall use all reasonable efforts to ensure that such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses or action (actual or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion of the Arrangement.; (bv) Silvermex shall not amend, modify, waive any provisions of or fail to enforce on a timely basis any obligation under release or terminate any confidentiality or standstill agreement between QAT and any Person relating to an actual or potential Acquisition Proposal, or amend any such agreement or consent to the making of an Acquisition Proposal in accordance with the terms of such agreement; or (vi) accept, recommend, approve or enter into or propose publicly to accept, recommend, approve or enter into any agreement, arrangement or understanding (other conditions included than a confidentiality agreement as permitted hereunder) related to any Acquisition Proposal. (c) Prior to the Effective Date, QAT and its officers, directors, employees, advisors or other representatives or agents may enter into, or participate in, any discussions or negotiations with a Person who seeks to initiate such discussions or negotiations and, subject to the entering into by such Person of a confidentiality agreement substantially similar to the Confidentiality Agreement (and QAT shall use its reasonable commercial efforts to cause the confidentiality agreement to, among other things, contain details regarding shareholdings of such Person in any agreement between Silvermex QAT), may furnish to such Person information concerning QAT and its business, properties and assets, in each case if, and only to the extent that: (i) such Person has first made an unsolicited bona fide Acquisition Proposal which the QAT Board of Directors determines in good faith (after consultation with its financial advisors) would, if consummated in accordance with its terms, be reasonably expected to result in, a third partySuperior Proposal; (ii) the QAT Board of Directors, except after receiving the advice of outside legal counsel, has determined in good faith that the failure to take such action would be inconsistent with the fiduciary duties of the QAT Board of Directors; and (iii) QAT has provided to Purchaser the information required to be provided under subsection 3.5(e) in respect of such Acquisition Proposal and has promptly notified Purchaser in writing of the determinations in paragraphs 3.5(c)(i) and 3.5(c)(ii) above. (d) If, prior to the Effective Time, QAT receives a request from a Person who is subject to a standstill obligation to waive or release such Person from its standstill obligation in order to make an unsolicited bona fide Acquisition Proposal or to implement a Superior Proposal, QAT may release such Person from its standstill obligation only to the extent required to allow such Person to confidentially propose provide the Acquisition Proposal for consideration by the QAT Board of Directors in accordance with this Section 3.5 and to enter into, or participate in, any discussions or negotiations with QAT and be furnished with information concerning QAT, to the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex extent permitted pursuant to subsection 3.5(c), or any of its representatives) that the Silvermex Board determines, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely to constitute implement a Superior Proposal. (ce) Silvermex QAT shall promptly notify First MajesticPurchaser, at first orally and then in writing, of any Acquisition Proposal received after the date hereof, of any confidentiality agreement entered into in respect of any such Acquisition Proposal and any enquiry inquiry or contact received after the date hereof that could lead to an Acquisition Proposal, or any amendments to the foregoing, or any request for non-public information relating to Silvermex in connection with an Acquisition Proposal QAT received after the date hereof or for access to the properties, books or records of Silvermex QAT by any Person that informs Silvermex QAT that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal. Such Proposal after the date hereof; which notice shall will include a description of the any known material terms and conditions of such Acquisition Proposal (including any proposalform of agreement proposed to be entered into) and shall indicate such details, to the extent known, of the Acquisition Proposal, inquiry or contact as Purchaser may reasonably request, including the identity of the Person making such proposal, enquiry inquiry or contact, a copy of any written form of Acquisition Proposal and provide such other details of the proposal, enquiry or contact as First Majestic may reasonably request. Silvermex shall: (i) QAT shall keep First Majestic fully Purchaser informed of the status status, including any change to the material terms terms, of any such Acquisition Proposal or enquiry; and (ii) inquiry. In addition, QAT shall provide to First Majestic as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Silvermex from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex to any Person in connection with any Acquisition Proposal. (d) If Silvermex receives a request for material non-public information from a Person who has made an unsolicited bona fide written Acquisition Proposal and Silvermex is permitted, as contemplated under the second sentence of Section 4.4(a) to negotiate the terms of such Acquisition Proposal, then, and only in such case, the Silvermex Board may, subject to the execution by such Person of a confidentiality agreement on terms substantially similar to the Confidentiality Agreement, provide such Person with access to information regarding Silvermex; provided, however, that Silvermex sends a copy of any such confidentiality agreement to First Majestic promptly upon its execution and concurrently provides First Majestic Purchaser with a list of or copies of the information provided to any Person in respect of which a confidentiality agreement is entered into in respect of any Acquisition Proposal pursuant to subsection 3.5(c) and shall provide Purchaser with access to any information provided to any such Person and to the extent Purchaser did not previously have access to similar information which was provided to such Personinformation. (ef) Prior QAT shall give Purchaser, orally and in writing, at least three (3) Business Days advance notice of any decision by the QAT Board of Directors to the earlier of the Effective Time and the termination of this Agreementaccept, Silvermex shall notrecommend, except with the prior written consent of First Majestic, take any action approve or enter into an agreement to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition implement a Superior Proposal, or any Person making an Acquisition Proposal, not subject to which notice shall confirm that the Shareholder Rights Plan (including redemption QAT Board of any rights created under the Shareholder Rights Plan) unless the Directors has determined that such Acquisition Proposal constitutes a Superior Proposal, shall identify the Person making the Superior Proposal and Silvermex has complied shall provide a true and complete copy thereof and any amendments thereto. During such three (3) Business Day period, QAT agrees not to accept, recommend, approve or enter into any agreement to implement such Superior Proposal and shall not withdraw, modify or change its recommendation in respect of the Arrangement or waive any provision of any standstill obligation with respect thereto. In addition, during such three (3) Business Day period, the QAT Board of Directors: (i) shall, and shall cause its financial and legal advisors to, negotiate in good faith with Purchaser and its financial and legal advisors, in a manner consistent with its fiduciary duties, to make such adjustments in the terms and conditions of this Agreement and the Arrangement as would cause the Acquisition Proposal to cease to be a Superior Proposal and enable QAT to proceed with the Arrangement as amended rather than the Acquisition Proposal; and (ii) shall review any proposal by Purchaser to amend the terms and conditions of this Agreement and the Arrangement in order to determine in good faith in the exercise of its fiduciary duties whether such proposal would result in the Acquisition Proposal ceasing to be a Superior Proposal. If the QAT Board of Directors determines that the Acquisition Proposal is not a Superior Proposal as compared to the proposed amendments to the terms and conditions of this Agreement and the Arrangement, QAT will promptly enter into an amended agreement with Purchaser and Newco and the QAT Board of Directors shall not accept, recommend, approve or enter into any agreement to implement such Acquisition Proposal and shall not release the party making the Acquisition Proposal from any standstill provisions and shall not withdraw, modify or change its recommendation in respect of the Arrangement. If the QAT Board of Directors continues to believe that such Acquisition Proposal remains a Superior Proposal and therefore rejects Purchaser's amended proposal, QAT may terminate this Agreement pursuant to Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting7.1(a)(v). In the event that QAT provides Purchaser with a copy of the notice referred to in this subsection 3.5(f) on a date that is three (3) Business Days or fewer prior to the QAT Meeting, QAT shall adjourn the QAT Meeting to a date that is not less than three (3) Business Days and not more than ten (10) Business Days after the date of the notice. (g) Nothing contained in this Section 3.5 shall prohibit the QAT Board of Directors from: (i) making any Person requests any Governmental Entity disclosure of an Acquisition Proposal to invalidate or cease trade the Shareholder Rights PlanQAT Shareholders prior to the Effective Time if, Silvermex shall oppose any such application unless in the Silvermex good faith judgment of the QAT Board determines, of Directors after consultation with receiving the advice of outside legal counsel, that such disclosure is necessary for the QAT Board of Directors to do so is not act in a manner consistent with its fiduciary dutiesduties or is otherwise required under Applicable Law; (ii) taking any other action with regard to an Acquisition Proposal to the extent ordered or otherwise mandated by any court of competent jurisdiction; (iii) considering or responding to a bona fide request for information that could reasonably be expected to lead to an Acquisition Proposal solely by advising that no information can be provided unless a bona fide written Acquisition Proposal is made and then only in compliance with subsection 3.5(c); and (iv) complying with those provisions under Applicable Laws relating to the provision of directors' circulars and making appropriate disclosure with respect thereto to QAT Shareholders. (fh) Silvermex QAT also acknowledges and agrees that each successive material modification of any Acquisition Proposal shall ensure constitute a new Acquisition Proposal for purposes of the requirement under Subsection 3.5(f) to initiate an additional three (3) Business Day notice period. (i) The QAT Board of Directors shall promptly reaffirm its recommendation in respect of the Arrangement by press release after any Acquisition Proposal (which is determined not to be a Superior Proposal) is publicly announced or made. (j) Purchaser agrees that its officers, directors all information that may be provided to it by QAT with respect to any Acquisition Proposal pursuant to this Section 3.5 shall be treated as if it were "Confidential Information" as that term is defined in the Confidentiality Agreement and employees and any financial advisors shall not be disclosed or other advisors, representatives or agents retained by it are aware of used except in accordance with the provisions of the Confidentiality Agreement or in order to enforce its rights under this Section 4.4, and it shall be responsible for any breach of this Section 4.4 by any such PersonAgreement in legal proceedings.

Covenants Regarding Non-Solicitation. (a1) Subject to Section 4.5 4.6, Silvermex the Company shall not, directly or indirectly, through any officer, director, employee, shareholder, representative (including for greater certainty any investment banker, lawyer or accountant) or agent of Silvermex the Company or any Silvermex Subsidiary: of its subsidiaries, (i) solicit, initiate initiate, knowingly encourage or encourage otherwise facilitate (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; , (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; , (iii) withdraw, modify or qualify or propose publicly to withdraw, modify or qualify in a manner adverse to First Majestic the approval of the Silvermex Board or any committee thereof of the transactions contemplated hereby; (iv) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal or remain neutral with respect to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal, or any material amendment thereto, until five Business Days following the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or (viv) accept or enter into any agreement, letter of intent, agreement in principle, agreement, arrangement or understanding related to any Acquisition Proposal (except as permitted by Section 4.4(d))Proposal. Notwithstanding the preceding sentence part of this Section 4.4(a4.5(1) and any other provision of this Agreement, nothing shall prevent the Silvermex Board prior of Directors of the Company from complying with the Company's disclosure obligations under applicable Laws with regard to the Silvermex Meeting an Acquisition Proposal or from considering, participating in any discussions or negotiations, or entering into a confidentiality agreement and providing information pursuant to Section 4.4(d4.5(3) (but, subject to Section 4.6, not approve, recommend, accept or enter into any agreement, letter of intent, arrangement or understanding), regarding an unsolicited bona fide written Acquisition Proposal (a) that did not otherwise result from a breach of this Section 4.4 4.5, and that (b) which the Silvermex Board determines of Directors of the Company has determined in good faith, after consultation with financial advisors and with outside legal counsel, is reasonably likely to constitute a Superior Proposal. Silvermex shall not consider, negotiate, accept or recommend an Acquisition Proposal after the date of the Silvermex Meeting. Silvermex The Company shall, and shall cause its the officers, directors and employees and any financial advisors or other advisorsdirectors, employees, representatives or and agents retained by itof the Company and its subsidiaries to, to cease immediately upon execution of this Agreement all current discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. To the extent it has not already done so, Silvermex shall deny access to all parties other than First Majestic and its advisors, employees and agents to any and all data rooms which may have been opened. Silvermex shall immediately promptly request the return or destruction of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agents) who have entered into a confidentiality agreement with Silvermex relating to a potential Acquisition Proposal, shall use all reasonable efforts to ensure that such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses or action (actual or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion of the Arrangementconnection therewith. (b2) Silvermex shall not amendThe Company shall, modify, waive or fail to enforce on a timely basis any obligation under any confidentiality or standstill agreement or amend any such agreement or other conditions included as promptly as practicable and in any agreement between Silvermex and a third partyevent not later than the next day, except to allow such Person to confidentially propose to notify the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex or any of its representatives) that the Silvermex Board determines, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely to constitute a Superior Proposal. (c) Silvermex shall promptly notify First MajesticPurchaser, at first orally and then in writing, of any Acquisition Proposal and any enquiry inquiry that could reasonably be expected to lead to an Acquisition Proposal, or any amendments to the foregoing, or any request for non-public information relating to Silvermex the Company or any subsidiary in connection with an Acquisition Proposal or for access to the properties, books or records of Silvermex the Company or any subsidiary by any Person that informs Silvermex the Company or such subsidiary that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal. Such notice shall include a description of the material terms and conditions of any proposal, the identity of the Person making such proposal, enquiry inquiry or contact, a copy of any written form of Acquisition Proposal contact and provide such other details of the proposal, enquiry inquiry, contact, discussions or contact negotiations as First Majestic the Purchaser may reasonably request, as well as a copy of any written proposal. Silvermex shall: (i) The Company shall keep First Majestic fully the Purchaser informed of the status including any change to any of the material terms of any such Acquisition Proposal or enquiry; and (ii) provide to First Majestic as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Silvermex from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex to any Person in connection with any Acquisition Proposalinquiry. (d3) If Silvermex the Company receives a request for material non-public information from a Person who has made an unsolicited bona fide written Acquisition Proposal and Silvermex the Company is permitted, subject to and as contemplated under the second sentence of Section 4.4(a) 4.5(1), to negotiate the terms of such Acquisition Proposal, then, and only in such case, the Silvermex Board of Directors of the Company may, subject to the execution by such Person of a confidentiality agreement on terms containing employee non-solicitation provisions substantially similar to those contained in the Confidentiality Agreement, provide such Person with access to information regarding Silvermexthe Company; provided, however, that Silvermex the Person making the Acquisition Proposal shall not be precluded under such confidentiality agreement from making the Acquisition Proposal (but shall not be permitted, except subject to Section 4.6(4), to make any material amendment thereto) and provided further that the Company sends a copy of any such confidentiality agreement to First Majestic the Purchaser promptly upon its execution and concurrently provides First Majestic the Purchaser is provided with a list of or copies of the any and all information provided to such Person and promptly provided with access to similar information to which such Person was provided to such Personprovided. (e4) Prior to the earlier of the Effective Time and the termination of this Agreement, Silvermex shall not, except with the prior written consent of First Majestic, take any action to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition Proposal, or any Person making an Acquisition Proposal, not subject to the Shareholder Rights Plan (including redemption of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex has complied with the provisions of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex shall oppose any such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary duties. (f) Silvermex The Company shall ensure that its officers, directors and employees and its subsidiaries and their officers, directors and employees and any financial advisors or other advisors, advisors or representatives or agents retained by it or its subsidiaries are aware of the provisions of this Section 4.44.5, and it shall be responsible for any breach of this Section 4.4 4.5 by any such Personits and its subsidiaries' officers, directors, employees, representatives or agents.

Covenants Regarding Non-Solicitation. (a) Subject to Section 4.5 , Silvermex Company shall not, directly or indirectly, through any officer, director, employee, representative or agent of Silvermex Company or any Silvermex Subsidiaryof its Subsidiaries, or otherwise: (i) solicit, initiate initiate, knowingly encourage or encourage otherwise facilitate (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal or potential Acquisition Proposal; (ii) participate in any negotiations or discussions regarding, or negotiations regarding provide any confidential information with respect to or otherwise cooperate in any way with, any Acquisition Proposal or potential Acquisition Proposal; (iii) withdrawwithhold, withdraw or modify or qualify or propose publicly to withdraw, modify or qualify in a manner adverse to First Majestic Parent and Acquiror the approval of the Silvermex Board or any committee thereof of Directors of Company of the transactions contemplated hereby; (iv) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal or remain neutral with respect to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position or a neutral position with respect to an potential Acquisition Proposal, or any material amendment thereto, until five Business Days following the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or (v) cause Company to enter into any letter of intent, agreement in principle, agreement, arrangement or understanding related to any Acquisition Proposal (except as permitted by Section 4.4(d)). Notwithstanding or potential Acquisition Proposal; provided however that, notwithstanding the preceding sentence part of this Section 4.4(a5.4(a) and any other provision of this Agreement, nothing shall prevent the Silvermex Board of Directors of Company, prior to the Silvermex Meeting approval of the Arrangement Resolution by the Shareholders at the Company Meeting, from considering, participating in any discussions or negotiations, negotiations in respect of or entering into a confidentiality agreement and providing information pursuant responding to Section 4.4(d), regarding an unsolicited bona fide BONA FIDE written Acquisition Proposal from any person (but, subject to Section 5.5, not approve, recommend, accept or enter into any agreement, arrangement or understanding with respect to such Acquisition Proposal), provided that did not otherwise result from a breach (A) the Board of this Section 4.4 and that the Silvermex Board Directors of Company determines in good faith, after consultation with financial advisors and outside legal counseladvisors, that the Acquisition Proposal is reasonably likely to constitute a Superior Proposal. Silvermex shall not consider; (B) the Board of Directors of Company after consultation with outside legal advisors, negotiatedetermines in good faith it is necessary for the Board of Directors of Company to take such action in order to avoid breaching its fiduciary duties; and (C) prior to entering into discussions or negotiations with any person regarding the Superior Proposal, accept or recommend an Company notifies the Acquiror and Parent of its determination that such Acquisition Proposal after the date of the Silvermex Meeting. Silvermex shallconstitutes a Superior Proposal; (b) Company shall cease and cause to be terminated any discussion, and shall cause negotiations, solicitation, encouragement, or activity by Company or its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it, to cease immediately upon execution of this Agreement all discussions and negotiations regarding with any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. To the extent it has not already done so, Silvermex shall deny access to all parties other than First Majestic and its advisorsthe other Parties hereto, employees and agents with respect to any and all data rooms which may have been opened. Silvermex shall immediately request the return of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agents) who have entered into a confidentiality agreement with Silvermex relating to a potential Acquisition Proposal, shall use all reasonable efforts to ensure that such requests are honoured and shall immediately advise First Majestic orally and in writing connection therewith, Company will request (and exercise all rights it has to require) the return or destruction of information regarding Company and its Material Entities previously provided to any responses such person or action (actual or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion of the Arrangement. (b) Silvermex shall other person. Company agrees not amend, modify, waive or fail to enforce on a timely basis release any obligation under third party from any confidentiality or standstill agreement or amend any to which such agreement or other conditions included in any agreement between Silvermex and third party is a third party, except to allow such Person to confidentially propose to or modify or waive the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex or any of its representatives) that the Silvermex Board determines, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely to constitute a Superior Proposal.terms thereof; (c) Silvermex shall promptly notify First MajesticPromptly, at first orally and then in writingany event within 24 hours, after the receipt by directors or senior officers of Company or by its representatives or agents of any Acquisition Proposal and any enquiry that could lead to an BONA FIDE written Acquisition Proposal, or any material amendments to the foregoingsuch Acquisition Proposal, or any request for non-public information relating to Silvermex Company or any Material Entity, Company shall notify Acquiror and Parent at first orally and then in connection with an Acquisition Proposal or for access to the properties, books or records of Silvermex by any Person that informs Silvermex that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposalwriting. Such written notice shall include a description of the material terms and conditions of any proposalinquiry or Acquisition Proposal or any amendment thereto, the identity of the Person person making such proposal, enquiry inquiry or contact, a copy of any written form of Acquisition Proposal and provide such other details of the proposal, enquiry Acquisition Proposal or contact inquiry as First Majestic Acquiror or Parent may reasonably request, including a copy of any written Acquisition Proposal. Silvermex Company shall: (i) keep First Majestic fully informed , upon request of Acquiror or Parent, promptly inform Acquiror or Parent of the status status, including any change to the material terms terms, of any such Acquisition Proposal or enquiry; and (ii) provide to First Majestic as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Silvermex from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex to any Person in connection with any Acquisition Proposal.; (d) If Silvermex If, prior to the approval of the Arrangement Resolution by the shareholders at the Company Meeting, Company receives a request for material non-public information from a Person person who has made proposes an unsolicited bona fide written Acquisition Proposal in respect of Company (the existence and Silvermex content of which have been disclosed to Parent or Acquiror), and the Board of Directors of Company determines that such proposal is permitted, as contemplated under the second sentence of a Superior Proposal pursuant to Section 4.4(a5.4(a) to negotiate the terms of such Acquisition Proposal, then, and only in such case, the Silvermex Board of Directors of Company may, subject to the execution by such Person of a confidentiality agreement on terms substantially similar to the Confidentiality Agreementagreement, provide such Person person with access to information regarding SilvermexCompany; provided, however, that Silvermex (i) Company sends a copy of any such confidentiality agreement to First Majestic promptly Parent and Acquiror immediately upon its execution execution; (ii) if the confidentiality agreement in question contains standstill or confidentiality provisions that are less restrictive than the comparable provisions, or omits restrictive provisions, contained in the Confidentiality Agreement, then the Confidentiality Agreement shall be deemed to be amended to contain only such less restrictive provisions or to omit such restrictive provisions, as the case may be; and concurrently provides First Majestic (iii) Parent and Acquiror are provided with a list of or copies of of, and access to, the information information, if any, provided to such Person and access to similar information which person that was not previously provided to such Person.Parent and Acquiror; (e) Prior to the earlier Company shall reaffirm its recommendation of the Effective Time and transaction to be effected by the termination Plan of this Agreement, Silvermex shall not, except with the prior written consent of First Majestic, take any action to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, Arrangement by press release promptly after: (A) any Acquisition Proposal, or any Person making an Acquisition Proposal, Proposal which is publicly announced and determined not subject to the Shareholder Rights Plan (including redemption of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes be a Superior Proposal Proposal; or (B) Company, Parent and Silvermex has complied with the provisions of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex shall oppose any such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary duties.Acquiror enter into an amended Agreement; and (f) Silvermex Company shall ensure that its officers, directors and employees and its Subsidiaries and any financial advisors or other advisors, advisors or representatives or agents retained by it are aware of the provisions of this Section 4.45.4, and it shall be responsible for any breach of this Section 4.4 5.4 by any such Personits financial advisors or other advisors or representatives.

Covenants Regarding Non-Solicitation. (a) Subject to Section 4.5 4.5, Silvermex from the date of this Agreement until the earlier of the Effective Time or the time at which this Agreement is terminated in accordance with its terms, Orko shall not, directly or indirectly, through any officer, director, employee, representative or agent of Silvermex Orko or any Silvermex Orko Subsidiary: (i) solicit, initiate or encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; (iii) withdraw, modify or qualify or propose publicly to withdraw, modify or qualify in a manner adverse to First Majestic Coeur the approval of the Silvermex Orko Board or any committee thereof of the transactions contemplated hereby; (iv) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal or remain neutral with respect to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal, or any material amendment thereto, until five Business Days following the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or (v) enter into any letter of intent, agreement in principle, agreement, arrangement or understanding related to any Acquisition Proposal (except as permitted by Section 4.4(d)). Notwithstanding the preceding sentence of this Section 4.4(a) and any other provision of this Agreement, nothing shall prevent the Silvermex Orko Board prior to the Silvermex Orko Meeting from considering, participating in any discussions or negotiations, or entering into a confidentiality agreement and providing information pursuant to Section 4.4(d), regarding an unsolicited bona fide written Acquisition Proposal that did not otherwise result from a breach of this Section 4.4 and that the Silvermex Orko Board determines in good faith, after consultation with financial advisors and outside legal counsel, is reasonably likely to constitute or lead to a Superior Proposal. Silvermex Orko shall not consider, negotiate, accept or recommend an Acquisition Proposal after the date of the Silvermex Orko Meeting. Silvermex Orko shall, and shall cause its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it, to cease immediately upon execution of this Agreement all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. To the extent it has not already done so, Silvermex Orko shall deny access to all parties other than First Majestic Coeur and its advisors, employees and agents to any and all data rooms which may have been opened. Silvermex Orko shall immediately request the return of all confidential non-public information provided to any third parties (other than First Majestic Coeur and its advisors, employees and agents) who have entered into a confidentiality agreement with Silvermex Orko relating to a potential Acquisition Proposal, shall use all reasonable efforts to ensure that such requests are honoured and shall immediately advise First Majestic Coeur orally and in writing of any responses or action (actual or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion of the Arrangement. (b) Silvermex Orko shall not amend, modify, waive or fail to enforce on a timely basis any obligation under any confidentiality or standstill agreement or amend any such agreement or other conditions included in any agreement between Silvermex Orko and a third party, except to allow such Person to confidentially propose to the Silvermex Orko Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex Orko or any of its representatives) that the Silvermex Orko Board determines, after receipt of written advice from consultation with its legal and financial advisors, constitutes or is reasonably likely to constitute or lead to a Superior Proposal. (c) Silvermex Orko shall promptly notify First MajesticCoeur, at first orally and then in writing, of any Acquisition Proposal and any enquiry that could may reasonably be expected to lead to an Acquisition Proposal, or any amendments to the foregoing, or any request for non-public information relating to Silvermex Orko in connection with an Acquisition Proposal or for access to the properties, books or records of Silvermex Orko by any Person that informs Silvermex Orko that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal. Such notice shall include a description of the material terms and conditions of any proposal, proposal and the identity of the Person making such proposal, enquiry or contact, and a copy of any written form of Acquisition Proposal and provide any other documents representing such other details of the proposal, enquiry or contact as First Majestic may reasonably requestAcquisition Proposal. Silvermex Orko shall: (i) keep First Majestic Coeur fully informed of the status including any change to the material terms of any such Acquisition Proposal or enquiry; and (ii) provide to First Majestic Coeur as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Silvermex Orko from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex Orko to any Person in connection with any Acquisition Proposal. (d) If Silvermex Orko receives a request for material non-public information from a Person who has made an unsolicited bona fide written Acquisition Proposal and Silvermex Orko is permitted, as contemplated under the second sentence of Section 4.4(a) to negotiate the terms of such Acquisition Proposal, then, and only in such case, the Silvermex Orko Board may, subject to the execution by such Person of a confidentiality agreement on terms substantially similar to the Confidentiality Agreement, provide such Person with access to information regarding SilvermexOrko; provided, however, that Silvermex Orko sends a copy of any such confidentiality agreement to First Majestic Coeur promptly upon its execution and concurrently provides First Majestic Coeur with a list of or copies of the information provided to such Person and access to similar information which was provided to such Person. (e) Prior to the earlier of the Effective Time and the termination of this Agreement, Silvermex Orko shall not, except with the prior written consent of First MajesticCoeur, take any action to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition Proposal, or any Person making an Acquisition Proposal, not subject to the Shareholder Rights Plan (including redemption of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex Orko has complied with the provisions of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Orko Meeting. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex Orko shall oppose any such application unless the Silvermex Orko Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary duties. (f) Silvermex Orko shall ensure that its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it are aware of the provisions of this Section 4.4, and it shall be responsible for any breach of this Section 4.4 by any such Person.

Covenants Regarding Non-Solicitation. (a) Target shall, and shall direct and cause its Representatives to immediately cease and cause to be terminated any solicitation, encouragement, activity, discussion or negotiation with any parties that may be ongoing with respect to an Acquisition Proposal whether or not initiated by Target and in connection therewith, Target shall request (and exercise all rights it has to require) the return of information regarding Target and the Target Subsidiaries previously provided to such parties and shall request (and exercise all rights it has to require) the destruction of all materials including or incorporating any confidential information regarding Target and the Target Subsidiaries. (b) Subject to Section 4.5 8.2, Silvermex Target agrees that it shall not, and shall not authorize or permit any its Representatives, directly or indirectly, through any officer, director, employee, representative or agent of Silvermex or any Silvermex Subsidiary: to (i) solicit, initiate initiate, encourage or encourage (facilitate, including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of , any inquiries or the making of any proposals regarding an Acquisition Proposal; , (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; , (iii) withdraw, modify or modify, qualify or propose publicly to withdraw, modify or qualify change in a manner adverse to First Majestic Parent, or publicly propose to withdraw, modify, qualify or change in a manner adverse to Parent the approval approval, recommendation or declaration of advisability of the Silvermex Board or any committee thereof board of directors of Target of the transactions contemplated hereby; hereby (it being understood that failing to affirm the approval or recommendation of the board of directors of Target of the transactions contemplated hereby after an Acquisition Proposal has been publicly announced shall be considered an adverse modification), (iv) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal or remain neutral with respect to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal, or any material amendment thereto, until five Business Days following the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or (v) enter into any letter of intent, agreement in principle, agreement, arrangement or understanding related to any Acquisition Proposal (except as permitted by Section 4.4(d))or requiring Target to abandon, terminate or fail to consummate the Arrangement or providing for the payment of any break, termination or other fees or expenses to any person in the event that Target or any of the Target Subsidiaries completes the transactions contemplated hereby or any other transaction with Parent or any of its affiliates agreed to prior to any termination of this Agreement. Notwithstanding the preceding sentence of this Section 4.4(a) and any other provision provisions of this Agreement, nothing shall prevent the Silvermex Board board of directors of Target may, prior to the Silvermex Meeting from consideringapproval of the Arrangement by the Target Securityholders, participating consider, participate in any discussions or negotiationsnegotiations with, or entering into provide information in accordance with the last sentence of this paragraph to, any person who has delivered a confidentiality agreement and providing information pursuant to Section 4.4(d), regarding an unsolicited bona fide written Acquisition Proposal that which was not solicited or encouraged after the date of this Agreement and did not otherwise result from a breach of this Section 4.4 8.1 and that the Silvermex Board board of directors of Target determines in good faith, after consultation with its financial advisors and outside legal counsel, is reasonably likely a Superior Proposal; provided, however, that prior to taking any such action, (i) the board of directors of Target must receive written advice of outside counsel that it is necessary for the board of directors of Target to take such action in order to discharge properly its fiduciary duties, and (ii) Target must obtain a confidentiality agreement from the person making such Acquisition Proposal that is substantively the same as the Confidentiality Agreement, and on terms no more favourable to such person than the Confidentiality Agreement including a standstill provision at least as stringent as was contained in the Confidentiality Agreement; provided further that Target shall not commence or participate in discussions or negotiations with, or provide information to any person who has delivered an unsolicited bona fide written Acquisition Proposal until 48 hours after Target shall have advised Parent of its determination that such Acquisition Proposal would, if completed, constitute a Superior ProposalProposal and of its intention to take such actions. Silvermex Target shall not consider, negotiate, accept accept, approve or recommend an Acquisition Proposal or provide information to any person proposing an Acquisition Proposal, in each case after the date of the Silvermex Meeting. Silvermex shall, and shall cause its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it, to cease immediately upon execution of this Agreement all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. To the extent it has not already done so, Silvermex shall deny access to all parties other than First Majestic and its advisors, employees and agents to any and all data rooms which may have been opened. Silvermex shall immediately request the return of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agents) who have entered into a confidentiality agreement with Silvermex relating to a potential Acquisition Proposal, shall use all reasonable efforts to ensure that such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses or action (actual or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion approval of the Arrangement. (b) Silvermex shall not amend, modify, waive or fail to enforce on a timely basis any obligation under any confidentiality or standstill agreement or amend any such agreement or other conditions included in any agreement between Silvermex and a third party, except to allow such Person to confidentially propose to Arrangement by the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex or any of its representatives) that the Silvermex Board determines, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely to constitute a Superior Proposal. (c) Silvermex shall promptly notify First Majestic, at first orally and then in writing, of any Acquisition Proposal and any enquiry that could lead to an Acquisition Proposal, or any amendments to the foregoing, or any request for non-public information relating to Silvermex in connection with an Acquisition Proposal or for access to the properties, books or records of Silvermex by any Person that informs Silvermex that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition ProposalTarget Securityholders. Such notice shall include a description of the material terms and conditions of any proposal, the identity of the Person making such proposal, enquiry or contact, a copy of any written form of Acquisition Proposal and provide such other details of the proposal, enquiry or contact as First Majestic may reasonably request. Silvermex shall: (i) keep First Majestic fully informed of the status including any change to the material terms of any such Acquisition Proposal or enquiry; and (ii) provide to First Majestic as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Silvermex from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex to any Person in connection with any Acquisition Proposal. (d) If Silvermex Target receives a request for material non-public information from a Person person who has made an unsolicited bona fide written Acquisition Proposal and Silvermex Target is permitted, as contemplated under the second sentence of this Section 4.4(a) 8.1(b), to negotiate the terms of such Acquisition Proposal, then, and only in such case, the Silvermex Board board of directors of Target may, subject to the execution by such Person person of a the confidentiality agreement on terms substantially similar to the Confidentiality Agreementas described in (ii) above, provide such Person person with access to information regarding SilvermexTarget; provided, however, provided that Silvermex Target sends a copy of any such confidentiality agreement to First Majestic Parent promptly upon its execution and concurrently provides First Majestic Parent is provided with a list of or of, and copies of of, the information provided to such Person person and is immediately provided with access to similar information to which such person was provided. (c) From and after the date of this Agreement, Target shall promptly (and in any event within 24 hours) notify Parent, at first orally and then in writing, of any inquiries, proposals or offers relating to or constituting an Acquisition Proposal, or any request for non-public information relating to Target or any of the Target Subsidiaries. Such notice shall include a description of the terms and conditions of any proposal, inquiry or offer, the identity of the person making such proposal, inquiry or offer and provide such other details of the proposal, inquiry or offer as Parent may reasonably request. Target shall keep Parent fully informed on a prompt basis of the status, including any change to the material terms, of any such inquiry, proposal or offer. (d) Nothing contained in Section 6.1 or Section 8.1(b) shall prohibit the board of directors of Target from withdrawing, modifying, qualifying or changing its recommendation to the Target Securityholders in respect of the transactions contemplated hereby prior to the approval of the Arrangement by the Target Securityholders, if the board of directors of Target determines, in good faith (after receiving written advice of outside counsel) that such withdrawal, modification, qualification or change is necessary for the board of directors of Target to act in a manner consistent with its fiduciary duties or applicable Laws; provided that (i) not less than 48 hours before the board of directors of Target considers any proposal in respect of any such withdrawal, modification, qualification or change, Target shall give Parent written notice of such proposal and promptly advise Parent of the proposed consideration of such proposal, including a summary of the reasons for the proposal withdrawal, modification, qualification or change, a copy of the written opinion of outside counsel and all other materials to be presented to the board of directors of Target in respect of its consideration of such Personproposal, and (ii) the foregoing shall not relieve Target from its obligation to proceed to call and hold the Target Meeting and to hold the vote on the Arrangement Resolutions, except in circumstances where this Agreement is terminated in accordance with the terms hereof. (e) Prior to the earlier of the Effective Time and the termination of this Agreement, Silvermex shall not, except with the prior written consent of First Majestic, take any action to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition Proposal, or any Person making an Acquisition Proposal, not subject to the Shareholder Rights Plan (including redemption of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex has complied with the provisions of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex shall oppose any such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary duties. (f) Silvermex Target shall ensure that its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it Representatives are aware of the provisions of this Section 4.48.1, and it shall be responsible for any breach of this Section 4.4 8.1 by any such Personofficers, directors, employees, financial advisors or other advisors or representatives.

Covenants Regarding Non-Solicitation. (a) Subject to Section 4.5 , Silvermex Nu-Gro shall not, directly or indirectly, through any officer, director, employee, representative representative, advisor or agent of Silvermex Nu-Gro or any Silvermex Subsidiaryof the Subsidiaries: (i) solicit, initiate or intentionally encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Alternative Acquisition Proposal;; or (ii) participate in or continue any discussions or negotiations regarding regarding, or furnish any person any information with respect to, or otherwise cooperate in any way with, or assist in, facilitate or intentionally encourage, any effort or attempt by any other person to make or seek to make any Alternative Acquisition Proposal;; or (iii) withdraw, modify or qualify or propose publicly to withdraw, modify or qualify in a manner adverse to First Majestic the approval of the Silvermex Board or any committee thereof of the transactions contemplated hereby; (iv) approve or recommend or propose publicly to approve or recommend any Alternative Acquisition Proposal or remain neutral with respect to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position enter into or a neutral position with respect to an Acquisition Proposal, cause Nu-Gro or any material amendment thereto, until five Business Days following of the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or (v) Subsidiaries to enter into any letter of intent, agreement in principle, agreement, arrangement or understanding related to any Alternative Acquisition Proposal (except as permitted by Section 4.4(d)). Notwithstanding Proposal; provided, however, that subject to Sections 5.6 and 5.7 but notwithstanding the preceding sentence part of this Section 4.4(aSubsection 5.5(a) and any other provision of this Agreement, nothing shall prevent the Silvermex Nu-Gro Board prior of Directors from responding to the Silvermex Meeting from considering, participating in any discussions or negotiations, or entering into a confidentiality agreement and providing information pursuant to Section 4.4(d), regarding an unsolicited bona fide written Alternative Acquisition Proposal that did not otherwise result from (which, if in the form of a breach take-over bid, may only be a take-over bid made for all outstanding Nu-Gro Common Shares) made by a third party to Nu-Gro or the Nu-Gro Board of this Section 4.4 and Directors after the date hereof for which adequate financing is then committed that the Silvermex Nu-Gro Board of Directors determines in good faith, after consultation with its financial advisors and advisor, would, if consummated in accordance with its terms, result in a transaction more favourable from a financial point of view to Securityholders than the transaction contemplated by this Agreement, provided that any such determination of the Nu-Gro Board of Directors shall only be made if the Nu-Gro Board of Directors has received advice of outside legal counsel, counsel to the effect that the Nu-Gro Board of Directors is reasonably likely required to constitute do so in order to properly discharge its fiduciary duties (any such Alternative Acquisition Proposal being referred to herein as a “Superior Proposal. Silvermex shall not consider”), negotiateand provided further that immediately upon receipt of such advice, accept or recommend an Acquisition Proposal after Nu-Gro advises United and Subco in writing that Nu-Gro has received such advice and provides the date of the Silvermex Meeting. Silvermex details thereof to United and Subco in writing. (b) Nu-Gro shall, and shall cause its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it, to cease immediately upon execution each of this Agreement all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead the Subsidiaries to, an immediately cease and cause to be terminated any existing discussions or negotiations with any parties (other than United and Subco) with respect to any potential Alternative Acquisition Proposal. To Nu-Gro agrees that neither it nor any of the extent it has not already done so, Silvermex Subsidiaries shall deny access release any third party from any confidentiality agreement or standstill agreement to all parties other than First Majestic and its advisors, employees and agents to any and all data rooms which may have been openedsuch third party is a party. Silvermex Nu-Gro shall immediately request the return or destruction of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agents) who have entered into a confidentiality agreement agreements with Silvermex relating Nu-Gro or any of the Subsidiaries with respect to a potential possible Alternative Acquisition Proposal, and shall use all reasonable efforts to ensure that such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses or action (actual or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion of the Arrangement. (b) Silvermex shall not amend, modify, waive or fail to enforce on a timely basis any obligation under any confidentiality or standstill agreement or amend any such agreement or other conditions included in any agreement between Silvermex and a third party, except to allow such Person to confidentially propose to the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex or any of its representatives) that the Silvermex Board determines, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely to constitute a Superior Proposalhonoured. (c) Silvermex Nu-Gro shall promptly notify First MajesticUnited and Subco immediately, at first orally and then then, as soon as possible thereafter (but in no event later than 24 hours after receipt thereof), in writing, of any Alternative Acquisition Proposal made to it after the date hereof and any enquiry that could lead to an Acquisition ProposalProposal of which directors or senior officers of Nu-Gro or any of the Subsidiaries become aware, or any amendments to the foregoing, or any request for non-public information relating to Silvermex Nu-Gro or any of the Subsidiaries in connection with an Alternative Acquisition Proposal or for access to the properties, books or records of Silvermex Nu-Gro or any of the Subsidiaries by any Person person or entity that informs Silvermex Nu-Gro or any of the Subsidiaries that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Alternative Acquisition Proposal. Such notice shall include a description of the material terms and conditions of any proposal, the identity of the Person making such proposal, enquiry or contact, a copy of any written form of Acquisition Proposal proposal and provide such other details of the proposal, enquiry inquiry or contact as First Majestic United or Subco may reasonably request. Silvermex shall: (i) keep First Majestic fully informed , including the identity of the status including any change to the material terms of any person making such Acquisition Proposal proposal, inquiry or enquiry; and (ii) provide to First Majestic as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Silvermex from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex to any Person in connection with any Acquisition Proposalcontact. (d) If Silvermex Nu-Gro receives a request for material non-public information from a Person person who has made an unsolicited proposes a bona fide written Alternative Acquisition Proposal (the existence and Silvermex is permittedcontent of which have been disclosed to United and Subco), as contemplated under and the second sentence Nu-Gro Board of Section 4.4(a) Directors determines that such proposal would be a Superior Proposal pursuant to negotiate Subsection 5.5(a), having received the terms of such Acquisition Proposaladvice referred to therein, then, and only in such case, the Silvermex Nu-Gro Board of Directors may, subject to the execution by such Person of a confidentiality and standstill agreement on terms substantially similar which, in any event, is no less favourable to Nu-Gro and no more favourable to the counterparty than the confidentiality provisions of the Confidentiality Agreement, provide such Person person with access to information regarding Silvermex; provided, however, that Silvermex sends a copy of Nu-Gro or any such confidentiality agreement to First Majestic promptly upon its execution and concurrently provides First Majestic with a list of or copies of the information provided to such Person and access to similar information which was provided to such PersonSubsidiaries. (e) Prior to the earlier of the Effective Time and the termination of this Agreement, Silvermex shall not, except with the prior written consent of First Majestic, take any action to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition Proposal, or any Person making an Acquisition Proposal, not subject to the Shareholder Rights Plan (including redemption of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex has complied with the provisions of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex shall oppose any such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary duties. (f) Silvermex Nu-Gro shall ensure that its and each of the Subsidiaries’ officers, directors and employees management and any financial advisors or other advisors, advisors or representatives or agents retained by it are aware of the provisions of this Section 4.45.5, and it Nu-Gro shall be responsible for any breach of this Section 4.4 5.5 by any such Personofficers, directors, management, financial advisors or other advisors or representatives.

Covenants Regarding Non-Solicitation. (a) Subject to Section 4.5 , Silvermex The Corporation shall not, and shall cause each of its subsidiaries not to, directly or indirectly, through any officer, director, employee, representative (including for greater certainty any financial or other advisors) or agent of Silvermex the Corporation or any Silvermex Subsidiaryof its subsidiaries: (i) solicit, initiate assist, initiate, encourage or encourage otherwise facilitate (including including, without limitation, by way of furnishing information non-public information, permitting any visit to any facilities or properties of the Corporation or any subsidiary or entering into any form of written or oral agreement, arrangement or understanding) the initiation of any inquiries inquiries, proposals or proposals offers regarding an Acquisition Proposal; (ii) participate engage in or otherwise facilitate any discussions or negotiations regarding any Acquisition Proposal; (iii) withdraw, modify or qualify in a manner adverse to Acquireco, or propose publicly to withdraw, modify or qualify in a manner adverse to First Majestic Acquireco, the approval or recommendation by the Board of the Silvermex Board Directors or any committee thereof of the transactions contemplated hereby; (iv) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal or remain neutral with respect to an Acquisition Proposal which has been publicly announced this Agreement or the Arrangement (it being understood that publicly taking no a neutral position or a neutral no position with respect to an Acquisition ProposalProposal shall be considered an adverse modification, except that publicly taking a neutral position or any material amendment thereto, until five no position with respect to an Acquisition Proposal for a period of time not in excess of 10 Business Days following after the first public announcement of such Acquisition Proposal shall not be considered a violation an adverse modification (such time period, an “Acquisition Proposal Assessment Period”) unless such position continues beyond the expiration of this sectionthe Acquisition Proposal Assessment Period); (iv) approve or recommend, or propose publicly to approve or recommend, any Acquisition Proposal; or (v) accept or enter into or propose publicly to approve or recommend any letter of intent, agreement in principle, agreement, arrangement or understanding undertaking related to any Acquisition Proposal (except other than a confidentiality agreement as permitted by Section 4.4(d)). Notwithstanding pursuant to the preceding sentence terms of this Section 4.4(aAgreement). (b) Subject to sections 5.3(d), 5.3(e) and 5.4 but notwithstanding section 5.3(a) and any other provision of this Agreement, nothing shall prevent the Silvermex Board of Directors at any time prior to the Silvermex Meeting approval of the Special Resolution by the Shareholders from considering, participating in discussing or negotiating any discussions or negotiations, or entering into a confidentiality agreement and providing information pursuant to Section 4.4(d), regarding an unsolicited bona fide written Acquisition Proposal not solicited after January 10, 2007 nor solicited contrary to the Exclusivity Agreement that (i) did not otherwise result from a breach of this Section 4.4 section 5.3(a) and that (ii) the Silvermex Board of Directors determines in good faith (after consultation with its financial advisors and outside counsel) is, or is reasonably likely to result in, a Superior Proposal if and only if the Board of Directors determines in good faith, after consultation with financial advisors and outside legal counsel, is reasonably likely that the failure to constitute a Superior Proposal. Silvermex shall not considertake such action would be inconsistent with its fiduciary duties. (c) The Corporation will immediately cease and cause to be terminated any existing solicitation, negotiate, accept discussion or recommend an Acquisition Proposal after negotiation with any Person (other than Acquireco) by the date Corporation or any subsidiary or any of the Silvermex Meeting. Silvermex shall, and shall cause its or their officers, directors and employees and any financial advisors or other advisorsdirectors, employees, representatives or agents retained with respect to any potential Acquisition Proposal, whether or not initiated by itthe Corporation or any subsidiaries or any of its or their officers, directors, employees, representatives or agents, and, in connection therewith, the Corporation will discontinue access to cease immediately upon execution any data rooms (virtual or otherwise). The Corporation shall not release any third party from any confidentiality agreement or standstill agreement (except to allow such party to propose an Acquisition Proposal to the Corporation), provided that the foregoing shall not prevent the Board of Directors from considering and accepting any new Acquisition Proposal that is determined to be a Superior Proposal that might be made by any such third party, provided that the remaining provisions of sections 5.3 and 5.4 of this Agreement all discussions and negotiations regarding any proposal that constitutesare complied with. Within 15 Business Days from January 10, or may reasonably be expected to lead to2007, an Acquisition Proposal. To the extent it has not already done so, Silvermex Corporation shall deny access to all parties other than First Majestic and its advisors, employees and agents to any and all data rooms which may have been opened. Silvermex shall immediately request the return or destruction of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agents) who have entered into a confidentiality agreement with Silvermex the Corporation relating to a any potential Acquisition Proposal, Proposal and shall use all reasonable efforts to ensure that such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses or action (actual or threatened) by any recipient accordance with the terms of such request which could hinder, prevent, delay or otherwise adversely affect the completion of the Arrangementconfidentiality agreements. (bd) Silvermex shall not amend, modify, waive or fail to enforce on a timely basis any obligation under any confidentiality or standstill agreement or amend any such agreement or other conditions included in any agreement between Silvermex and a third party, except to allow such Person to confidentially propose to the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex or any of its representatives) that the Silvermex Board determines, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely to constitute a Superior Proposal. (c) Silvermex The Corporation shall promptly notify First MajesticAcquireco by telephone, at first orally and then followed by notice in writing, of any proposal, inquiry, offer (or any amendment thereto) or request relating to or constituting a bona fide Acquisition Proposal and received by or communicated to any enquiry that could lead to an Acquisition Proposalofficer of director of the Corporation after January 10, 2007, or any amendments to the foregoing, or of any request received after January 10, 2007 for non-public information relating to Silvermex the Corporation or any subsidiary in connection with an Acquisition Proposal or for access to the properties, books Books and Records of the Corporation or records of Silvermex any subsidiary by any Person that informs Silvermex that it is considering makingPerson, and shall provide Acquireco with copies of any such proposal, inquiry, offer, request or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal. Such notice shall include a description of the material terms and conditions of any proposal and provide such details of the proposal, inquiry or contact as Acquireco may reasonably request including the identity of the Person making such proposal, enquiry inquiry or contact, a copy of any written form of Acquisition Proposal and provide such other details of the proposal, enquiry or contact as First Majestic may . The Corporation shall keep Acquireco reasonably request. Silvermex shall: (i) keep First Majestic fully informed of the status including any change to and the material terms and conditions (including any amendment thereto) of any such Acquisition Proposal Proposal, inquiry or enquiry; and (ii) provide to First Majestic as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Silvermex from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex to any Person in connection with any Acquisition Proposalrequest. (de) If Silvermex If, prior to the date of the Meeting, the Corporation receives a request for material non-public information from a Person who has made an unsolicited proposes a bona fide written Acquisition Proposal (notice of which has been provided to Acquireco in accordance with 5.3(d)) and Silvermex is permitted, as contemplated under the second sentence of Section 4.4(a) by section 5.3(b), to negotiate the terms of such Acquisition Proposalconsider, discuss or negotiate, then, and only in such case, the Silvermex Board of Directors may, subject to the execution by such Person of a confidentiality agreement on terms which is substantially similar to in the form of the Confidentiality AgreementAgreements, provide such Person with access to information regarding Silvermex; the Corporation and its subsidiaries provided, however, that Silvermex sends a copy of any such confidentiality agreement to First Majestic promptly upon its execution and concurrently provides First Majestic Acquireco is provided with a list of or copies of the information provided to such Person and is immediately provided with access to similar the same information to which such Person was provided to such Person. (e) Prior to the earlier of the Effective Time and the termination of this Agreement, Silvermex shall not, except with the prior written consent of First Majestic, take any action to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition Proposal, or any Person making an Acquisition Proposal, not subject to the Shareholder Rights Plan (including redemption of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex has complied with the provisions of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex shall oppose any such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary dutiesprovided. (f) Silvermex Nothing contained in this section 5.3 shall ensure that its officers, directors and employees and prohibit the Board of Directors at any financial advisors or other advisors, representatives or agents retained by it are aware time prior to approval of the provisions Special Resolution by the Shareholders from: (i) making any disclosure of this Section 4.4, an Acquisition Proposal to the Shareholders prior to the Effective Time if the Board of Directors determines in good faith (after consultation with outside counsel) that such disclosure is necessary for the Board of Directors to fulfill its fiduciary duties or is otherwise required under applicable Law; and (ii) responding to a bona fide request for information that could reasonably be expected to lead to an Acquisition Proposal solely by advising that no information can be provided unless a bona fide written Acquisition Proposal is made and it shall be responsible for any breach of this Section 4.4 by any such Personthen only in compliance with section 5.3(d).

Covenants Regarding Non-Solicitation. (a) Subject to Section 4.5 , Silvermex Primetech shall not, directly or indirectly, through any officer, director, employee, representative or agent of Silvermex Primetech or any Silvermex the Subsidiary: (i) , solicit, initiate or encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) , participate in or continue any discussions or negotiations regarding any Acquisition Proposal; (iii) withdrawProposal other than with Celestica, modify or qualify or propose publicly to withdraw, modify or qualify in a manner adverse to First Majestic the approval of the Silvermex Board or any committee thereof of the transactions contemplated hereby; (iv) approve or recommend or propose publicly to and shall not approve or recommend any Acquisition Proposal or remain neutral with respect enter into or cause Primetech or the Subsidiary to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal, or any material amendment thereto, until five Business Days following the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or (v) enter into any letter of intent, agreement in principle, agreement, arrangement or understanding related to any Acquisition Proposal (except as permitted by Proposal; provided, however, that subject to Section 4.4(d)). Notwithstanding 5.7 but notwithstanding the preceding sentence part of this Section 4.4(aSubsection 5.5(a) and any other provision of this Agreement, nothing shall prevent the Silvermex Primetech Board prior to the Silvermex Meeting of Directors from considering, negotiating, participating in any discussions discussions, approving, recommending to its shareholders or negotiations, or entering into an agreement and providing information and entering into a confidentiality agreement and providing information pursuant to Section 4.4(d), regarding Subsection 5.5(d) in respect of an unsolicited bona fide BONA FIDE written Acquisition Proposal that did not otherwise result from (which, if in the form of a breach take-over bid, may only be a take- over bid made for all the shares of this Section 4.4 and Primetech) made by a third party to Primetech or the Primetech Board of Directors after the date hereof for which adequate financial arrangements have been made that the Silvermex Primetech Board of Directors determines in good faithfaith could reasonably, after consultation if consummated in accordance with its terms, result in a transaction more favourable from a financial advisors point of view to Shareholders than the transaction contemplated by this Agreement, provided that any such determination of the Primetech Board of Directors shall only be made if the Primetech Board of Directors has received: (i) advice of outside counsel to the effect that the Primetech Board of Directors is required to do so in order to discharge properly its fiduciary duties; and outside legal counsel, is reasonably likely (ii) an opinion of a nationally-recognized financial adviser to constitute a Superior Proposal. Silvermex shall not consider, negotiate, accept or recommend an Primetech to the effect that such Acquisition Proposal after clearly provides at least 7.5% more value to holders of Primetech Common Shares than the date Arrangement) (any such Acquisition Proposal being referred to herein as a "SUPERIOR PROPOSAL"), and provided further that immediately upon receipt of such advice and opinion Primetech advises Celestica in writing that Primetech has received such advice and opinion and provides the Silvermex Meeting. Silvermex details thereof to Celestica in writing. (b) Primetech shall, and shall cause its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it, to cease immediately upon execution of this Agreement all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead the Subsidiary to, an immediately cease and cause to be terminated any existing discussions or negotiations with any parties (other than Celestica) with respect to any potential Acquisition Proposal. To Primetech agrees that neither it nor the extent it has not already done so, Silvermex Subsidiary shall deny access release any third party from any confidentiality agreement or standstill agreement to all parties other than First Majestic and its advisors, employees and agents to any and all data rooms which may have been openedsuch third party is a party. Silvermex Primetech shall immediately request the return or destruction of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agents) who have entered into a confidentiality agreement agreements with Silvermex relating Primetech or the Subsidiary thereof with respect to a potential possible Acquisition Proposal, and shall use all reasonable efforts to ensure that such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses or action (actual or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion of the Arrangement. (b) Silvermex shall not amend, modify, waive or fail to enforce on a timely basis any obligation under any confidentiality or standstill agreement or amend any such agreement or other conditions included in any agreement between Silvermex and a third party, except to allow such Person to confidentially propose to the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex or any of its representatives) that the Silvermex Board determines, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely to constitute a Superior Proposalhonoured. (c) Silvermex Primetech shall promptly notify First MajesticCelestica forthwith, at first orally and then then, as soon as possible thereafter, in writing, of any current Acquisition Proposals, any future Acquisition Proposal and any enquiry that could lead to an potential Acquisition ProposalProposal of which directors or senior officers of Primetech or the Subsidiary become aware, or any amendments to the foregoing, or any request for non-public information relating to Silvermex Primetech or the Subsidiary in connection with an Acquisition Proposal or for access to the properties, books or records of Silvermex Primetech or the Subsidiary by any Person person or entity that informs Silvermex Primetech or the Subsidiary that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal. Such notice shall include a description of the material terms and conditions of any proposal, the identity of the Person making such proposal, enquiry or contact, a copy of any written form of Acquisition Proposal proposal and provide such other details of the proposal, enquiry inquiry or contact as First Majestic Celestica may reasonably request. Silvermex shall: (i) keep First Majestic fully informed , including the identity of the status including any change to the material terms of any person making such Acquisition Proposal proposal, inquiry or enquiry; and (ii) provide to First Majestic as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Silvermex from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex to any Person in connection with any Acquisition Proposalcontact. (d) If Silvermex Primetech receives a request for material non-public information from a Person person who has made an unsolicited bona fide written proposes a BONA FIDE Acquisition Proposal (the existence and Silvermex is permittedcontent of which have been disclosed to Celestica), as contemplated under and the second sentence Primetech Board of Section 4.4(a) Directors determines that such proposal could reasonably be a Superior Proposal pursuant to negotiate Subsection 5.5(a), having received the terms of such Acquisition Proposaladvice and opinion referred to therein, then, and only in such case, the Silvermex Primetech Board of Directors may, subject to the execution by such Person of a confidentiality and standstill agreement on terms substantially similar which, in any event, is no less favourable to Primetech and no more favourable to the Confidentiality Agreementcounterparty than the confidentiality and standstill provisions of the Celestica NDA, provide such Person person with access to information regarding SilvermexPrimetech or the Subsidiary; provided, however, that Silvermex the person making the Acquisition Proposal shall not be precluded thereunder from making the Acquisition Proposal; and provided further that Primetech sends a copy of any such confidentiality agreement to First Majestic promptly Celestica immediately upon its execution and concurrently provides First Majestic Celestica is provided with a list of or copies of the information provided to such Person person and immediately provided with access to similar information to which such person was provided to such Personprovided. (e) Prior to the earlier of the Effective Time and the termination of this Agreement, Silvermex shall not, except with the prior written consent of First Majestic, take any action to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition Proposal, or any Person making an Acquisition Proposal, not subject to the Shareholder Rights Plan (including redemption of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex has complied with the provisions of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex shall oppose any such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary duties. (f) Silvermex Primetech shall ensure that its and the Subsidiary's officers, directors and employees and any financial advisors or other advisors, advisors or representatives or agents retained by it are aware of the provisions of this Section 4.45.5, and it shall be responsible for any breach of this Section 4.4 5.5 by any such Personits financial advisors or other advisors or representatives.

Covenants Regarding Non-Solicitation. (a) Subject to Section 4.5 , Silvermex 4.3.1 Each of the Principal Vendors shall not, directly or indirectly, through any officer, director, employee, representative or agent of Silvermex or any Silvermex Subsidiary: (i) solicit, initiate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; , (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; , (iii) withdraw, influence the Board of Directors of Boomerang to withdraw or modify or qualify or propose publicly to withdraw, modify or qualify in a manner adverse to First Majestic LoJack the approval of the Silvermex Board or any committee thereof of Directors of Boomerang of the transactions contemplated hereby; , (iv) approve or recommend or propose publicly agree to approve or recommend any Acquisition Proposal or remain neutral with respect to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal, or any material amendment thereto, until five Business Days following the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or (v) enter into any letter of intent, agreement in principle, agreement, arrangement or understanding related to any Acquisition Proposal (except as permitted by Section 4.4(d)). Notwithstanding the preceding sentence of this Section 4.4(a) and any other provision of this Agreement, nothing shall prevent the Silvermex Board prior to the Silvermex Meeting from considering, participating in any discussions or negotiations, or entering into a confidentiality agreement and providing information pursuant to Section 4.4(d), regarding an unsolicited bona fide written Acquisition Proposal that did not otherwise result from a breach of this Section 4.4 and that the Silvermex Board determines in good faith, after consultation with financial advisors and outside legal counsel, is reasonably likely to constitute a Superior Proposal. Silvermex shall not consider, negotiate, accept or recommend an Acquisition Proposal after the date Each of the Silvermex Meeting. Silvermex shall, and Principal Vendors shall cause its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it, to cease immediately upon execution of this Agreement all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. To the extent it has not already done so, Silvermex shall deny access to all parties other than First Majestic and its advisors, employees and agents to any and all data rooms which may have been opened. Silvermex shall immediately request the return of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agents) who have entered into a confidentiality agreement with Silvermex relating to a potential Acquisition Proposal, shall use all reasonable efforts to ensure that such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses or action (actual or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion . 4.3.2 Each of the Arrangement. (b) Silvermex shall not amend, modify, waive or fail to enforce on a timely basis any obligation under any confidentiality or standstill agreement or amend any such agreement or other conditions included in any agreement between Silvermex and a third party, except to allow such Person to confidentially propose to the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex or any of its representatives) that the Silvermex Board determines, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely to constitute a Superior Proposal. (c) Silvermex Principal Vendors shall promptly notify First MajesticLoJack, at first orally and then in writing, of any Acquisition Proposal and any enquiry inquiry that could lead to an Acquisition Proposal, or any amendments to the foregoing, or any request for non-public information relating to Silvermex Boomerang or any of its subsidiaries in connection with an Acquisition Proposal or for access to the properties, books or records of Silvermex Boomerang or any of its subsidiaries by any Person that informs Silvermex Boomerang or any of such subsidiaries that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal. Such notice shall include a description of the material terms and conditions of any proposal, the identity of the Person making such proposal, enquiry inquiry or contact, a copy of any written form of Acquisition Proposal contact and provide such other details of the proposal, enquiry inquiry or contact as First Majestic LoJack may reasonably request. Silvermex shall: (i) keep First Majestic fully informed of the status including any change to the material terms of any such Acquisition Proposal or enquiry; and (ii) provide to First Majestic as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Silvermex from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex to any Person in connection with any Acquisition Proposal. (d) If Silvermex receives a request for material non-public information from a Person who has made an unsolicited bona fide written Acquisition Proposal and Silvermex is permitted, as contemplated under the second sentence of Section 4.4(a) to negotiate the terms of such Acquisition Proposal, then, and only in such case, the Silvermex Board may, subject to the execution by such Person of a confidentiality agreement on terms substantially similar to the Confidentiality Agreement, provide such Person with access to information regarding Silvermex; provided, however, that Silvermex sends a copy of any such confidentiality agreement to First Majestic promptly upon its execution and concurrently provides First Majestic with a list of or copies of the information provided to such Person and access to similar information which was provided to such Person. (e) Prior to the earlier of the Effective Time and the termination 4.3.3 No provision of this Agreement, Silvermex Agreement shall not, except with the prior written consent require or be interpreted so as to require a Principal Vendor who is a director of First Majestic, Boomerang to take any action or refrain from taking any action that is incompatible with (in the opinion of a Principal Vendor’s counsel) such person’s fiduciary legal obligations as a director of Boomerang. Any negative covenant contained in this Agreement shall be subject to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application this Section. 4.3.4 The obligations of the Shareholder Rights Plan to, Principal Vendors shall not in any Acquisition Proposal, circumstance require them to replace or threaten to replace any Person making an Acquisition Proposal, not subject to of the Shareholder Rights Plan (including redemption directors of Boomerang. LoJack acknowledges and understands that the fiduciary obligations of the directors of Boomerang in their capacity as Board members shall supercede any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex has complied with the provisions provision of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex shall oppose any such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is this Agreement not consistent with its such fiduciary dutiesobligations. (f) Silvermex shall ensure that its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it are aware of the provisions of this Section 4.4, and it shall be responsible for any breach of this Section 4.4 by any such Person.

Covenants Regarding Non-Solicitation. (a) Subject to Section 4.5 , Silvermex Alliance shall not, directly or indirectly, through any officer, director, employee, representative or agent of Silvermex Alliance or any Silvermex Subsidiary: (i) of its Subsidiaries, solicit, initiate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) , participate in any discussions or negotiations regarding any Acquisition Proposal; (iii) withdraw, modify or qualify or propose publicly to withdraw, modify or qualify in a manner adverse to First Majestic the approval of the Silvermex Board or any committee thereof of the transactions contemplated hereby; (iv) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal or remain neutral with respect cause Alliance to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position or a neutral position with respect enter into any agreement related to an any Acquisition Proposal, or any material amendment theretowithdraw or modify in a manner adverse to Bowater the approval of the Board of Directors of Alliance of the transaction contemplated hereby; provided, until five Business Days following the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or (v) enter into any letter of intenthowever, agreement in principle, agreement, arrangement or understanding related that subject to any Acquisition Proposal (except as permitted by Section 4.4(d)). Notwithstanding 5.5 but notwithstanding the preceding sentence part of this Section 4.4(a5.4(a) and any other provision of this Agreement, nothing shall prevent the Silvermex Board prior to the Silvermex Meeting of Directors of Alliance from considering, participating in any discussions or negotiationsnegotiating, approving, recommending to its shareholders or entering into a confidentiality an agreement and providing information pursuant to Section 4.4(d), regarding in respect of an unsolicited bona fide written Acquisition Proposal that did not otherwise result from a breach the Board of this Section 4.4 and that the Silvermex Board Directors of Alliance determines in good faith, after consultation with financial advisors and after receiving an opinion of outside legal counselcounsel to the effect that the Board of Directors of Alliance is required to take such action in order to discharge properly its fiduciary duties, is reasonably likely would, if consummated in accordance with its terms, result in a transaction more favourable to constitute a Superior Proposal. Silvermex shall not consider, negotiate, accept or recommend an Alliance's shareholders than the transaction contemplated by this Agreement (any such Acquisition Proposal after the date of the Silvermex Meeting. Silvermex shall, and shall cause its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it, being referred to cease immediately upon execution of this Agreement all discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. To the extent it has not already done so, Silvermex shall deny access to all parties other than First Majestic and its advisors, employees and agents to any and all data rooms which may have been opened. Silvermex shall immediately request the return of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agents) who have entered into herein as a confidentiality agreement with Silvermex relating to a potential Acquisition Proposal, shall use all reasonable efforts to ensure that such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses or action (actual or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion of the Arrangement."SUPERIOR PROPOSAL"); (b) Silvermex shall not amend, modify, waive or fail to enforce on a timely basis any obligation under any confidentiality or standstill agreement or amend any such agreement or other conditions included in any agreement between Silvermex and a third party, except to allow such Person to confidentially propose to the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex or any of its representatives) that the Silvermex Board determines, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely to constitute a Superior Proposal. (c) Silvermex Alliance shall promptly notify First Majestic, at first orally and then in writing, Bowater of any current Acquisition Proposals or of any future Acquisition Proposal and any enquiry that could lead to an Acquisition Proposalof which its directors or senior officers become aware, or any amendments to the foregoing, or any request for non-public information relating to Silvermex Alliance or any of its Subsidiaries in connection with an Acquisition Proposal or for access to the properties, books or records of Silvermex Alliance or any Subsidiary by any Person person or entity that informs Silvermex Alliance or such Subsidiary that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal. Such notice shall include a description of the material terms and conditions of any proposal, the identity of the Person making such proposal, enquiry or contact, a copy of any written form of Acquisition Proposal proposal and provide such other details of the proposal, enquiry inquiry or contact as First Majestic Bowater may reasonably request. Silvermex shall:request including the identity of the person making such proposal, inquiry or contact; (i) keep First Majestic fully informed of the status including any change to the material terms of any such Acquisition Proposal or enquiry; and (ii) provide to First Majestic as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Silvermex from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex to any Person in connection with any Acquisition Proposal. (dc) If Silvermex Alliance receives a request for material non-public information from a Person person who has made an unsolicited proposes a bona fide written Acquisition Proposal in respect of Alliance (the existence and Silvermex is permittedcontent of which have been disclosed to Bowater), as contemplated under and the second sentence Board of Directors of Alliance determines that such proposal would be a Superior Proposal pursuant to Section 4.4(a5.4(a) having received the advice referred to negotiate the terms of such Acquisition Proposaltherein, then, and only in such case, the Silvermex Board of Directors of Alliance may, subject to the execution by such Person of a confidentiality agreement on terms containing a standstill provision substantially similar to the Confidentiality Agreementthat contained in Section 5.7, provide such Person person with access to information regarding SilvermexAlliance; provided, however, that Silvermex the person making the Acquisition Proposal shall not be precluded thereunder from making the Acquisition Proposal, and provided further that Alliance sends a copy of any such confidentiality agreement to First Majestic promptly Bowater immediately upon its execution and concurrently provides First Majestic Bowater is provided with a list of or copies of the information provided to such Person person and is immediately provided with access to similar information to which such person was provided, and provided further that if the Confidentiality Agreement does not contain a standstill provision which is substantially similar to that contained in Section 5.7 and such Person. (e) Prior provision is more favourable to the earlier other party thereto than that contained in Section 5.7 in respect of the Effective Time and the termination of this AgreementBowater, Silvermex shall not, except with the prior written consent of First Majestic, take any action to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition Proposal, or any Person making an Acquisition Proposal, not subject to the Shareholder Rights Plan (including redemption of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex has complied with the provisions of Section 4.4 5.7 as they relate to Bowater and Section 4.5 and provided further that any the corresponding provisions of the Confidentiality Agreement shall be deemed to be amended to include such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex shall oppose any such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary duties.more favourable terms; and (fd) Silvermex Alliance shall ensure that its officers, directors and employees and its Subsidiaries and any financial advisors or other advisors, advisors or representatives or agents retained by it are aware of the provisions of this Section 4.45.4, and it shall be responsible for any breach of this Section 4.4 5.4 by any of such Personpersons.

Covenants Regarding Non-Solicitation. (a) Subject to Section 4.5 6.20, Silvermex Domtar shall not, directly or indirectly, through any officer, director, employee, representative or agent of Silvermex Domtar or any Silvermex Subsidiary: of its subsidiaries, (i) solicit, initiate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; , (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; , (iii) withdraw, withdraw or modify or qualify or propose publicly to withdraw, modify or qualify in a manner adverse to First Majestic Weyerhaeuser the approval of the Silvermex Board or any committee thereof of Directors of Domtar of the transactions contemplated hereby; Transactions or the recommendation of the Board of Directors of Domtar to the holders of Domtar Capital Shares, (iv) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal or remain neutral with respect to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal, or any material amendment thereto, until five Business Days following the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or (v) enter into any letter of intent, agreement in principle, agreement, arrangement or understanding related to any Acquisition Proposal (except as permitted by Section 4.4(d))Proposal. Notwithstanding the preceding sentence part of this Section 4.4(a6.19(a) and any other provision of this Agreement, nothing shall prevent the Silvermex Board of Directors of Domtar prior to the Silvermex Meeting issuance of the Final Order from considering, participating in any discussions or negotiations, or entering into a confidentiality agreement and providing information pursuant to Section 4.4(d6.19(c), regarding an unsolicited bona fide written Acquisition Proposal that did not otherwise result from a breach of this Section 4.4 6.19 and that the Silvermex Board of Directors of Domtar determines in good faith, after consultation with financial advisors and outside legal counsel, constitutes or is reasonably likely to constitute result in a Superior Proposal; provided, however, that prior to taking such action, the Board of Directors must have determined, after consultation with outside counsel, that it is appropriate for the Board of Directors of Domtar take such action in order to discharge properly its fiduciary duties. Silvermex Domtar shall not consider, negotiate, accept accept, approve or recommend an Acquisition Proposal after the date of the Silvermex Meetingissuance of the Final Order. Silvermex Domtar shall, and shall cause its the officers, directors and employees and any financial advisors or other advisorsdirectors, employees, representatives or and agents retained by itof Domtar and its subsidiaries to, to cease immediately upon execution of this Agreement all discussions and negotiations conducted prior to the date of this Agreement regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. To the extent it has not already done so, Silvermex Nothing contained in this Section 6.19(a) shall deny access to all parties other than First Majestic and its advisors, employees and agents prohibit Domtar from responding to any and all data rooms which may have been opened. Silvermex shall immediately request unsolicited proposal or inquiry solely by advising the return of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agents) who have entered into a confidentiality agreement with Silvermex relating to a potential Acquisition Proposal, shall use all reasonable efforts to ensure that person making such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses proposal or action (actual or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion inquiry of the Arrangementterms of this Section 6.19(a). (b) Silvermex shall not amend, modify, waive or fail to enforce on a timely basis any obligation under any confidentiality or standstill agreement or amend any such agreement or other conditions included in any agreement between Silvermex and a third party, except to allow such Person to confidentially propose to the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex or any of its representatives) that the Silvermex Board determines, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely to constitute a Superior Proposal. (c) Silvermex Domtar shall promptly notify First MajesticWeyerhaeuser, at first orally and then in writing, of any Acquisition Proposal and any enquiry inquiry that could lead to an Acquisition Proposal, or any amendments to the foregoing, or any request for non-public information relating to Silvermex Domtar or any material Domtar Subsidiary in connection with an Acquisition Proposal or for access to the properties, books or records of Silvermex Domtar or any material Domtar Subsidiary by any Person person that informs Silvermex Domtar or such material Domtar Subsidiary that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal. Such notice shall include a description of the material terms and conditions of any proposal, the identity of the Person person making such proposal, enquiry inquiry or contact, a copy of any written form of Acquisition Proposal contact and provide such other details of the proposal, enquiry inquiry or contact as First Majestic Weyerhaeuser may reasonably request. Silvermex shall: Domtar shall (i) keep First Majestic Weyerhaeuser fully informed of the status including any change to the material terms of any such Acquisition Proposal or enquiry; and inquiry and (ii) provide to First Majestic Weyerhaeuser, as soon as practicable after receipt or delivery thereof with thereof, copies of all correspondence and other written material sent or provided to Silvermex Domtar or any Domtar Subsidiary from any Person person in connection with any Acquisition Proposal or sent or provided by Silvermex Domtar to any Person person in connection with any Acquisition Proposal. (dc) If Silvermex Domtar receives a request for material non-public information from a Person person who has made an unsolicited bona fide written Acquisition Proposal and Silvermex Domtar is permitted, as contemplated under the second sentence of Section 4.4(a) 6.19(a), to negotiate the terms of such Acquisition Proposal, then, and only in such case, the Silvermex Board of Directors of Domtar may, subject to the execution by such Person person of a confidentiality agreement on terms containing a standstill provision substantially similar to that contained in the Confidentiality Agreement, provide such Person person with access to information regarding SilvermexDomtar; provided, however, that Silvermex the person making the Acquisition Proposal shall not be precluded under such confidentiality agreement from making the Acquisition Proposal (including any amendment thereto); provided further that Domtar sends a copy of any such confidentiality agreement to First Majestic Weyerhaeuser promptly upon its execution and concurrently provides First Majestic Weyerhaeuser is provided with a list of or copies of the information provided to such Person person and immediately provided with access to similar information to which such person was provided to such Personprovided. (ed) Prior to the earlier of the Effective Time and the termination of this Agreement, Silvermex shall not, except with the prior written consent of First Majestic, take any action to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition Proposal, or any Person making an Acquisition Proposal, not subject to the Shareholder Rights Plan (including redemption of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex has complied with the provisions of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex shall oppose any such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary duties. (f) Silvermex Domtar shall ensure that its officers, directors and employees and its subsidiaries and their officers, directors and employees and any financial advisors or other advisors, advisors or representatives or agents retained by it are aware of the provisions of this Section 4.46.19, and it shall be responsible for any breach of this Section 4.4 6.19 by any such Personits officers, directors, employees, financial advisors or other advisors or representatives. (e) Notwithstanding Section 6.19(a)(iii), the Board of Directors of Domtar may withdraw or modify in a manner adverse to Weyerhaeuser the approval of the Board of Directors of Domtar of the transactions contemplated hereby if an event has occurred and is continuing that, either alone or together with other events, has had or would reasonably be expected to have a Newco Material Adverse Effect.

Covenants Regarding Non-Solicitation. (a) Subject to Section 4.5 4.6, Silvermex Repap shall not, directly or indirectly, through any officer, director, employee, representative (including for greater certainty any investment banker, lawyer or accountant) or agent of Silvermex Repap or any Silvermex Subsidiary: of its subsidiaries, (i) solicit, initiate initiate, knowingly encourage or encourage otherwise facilitate (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; , (ii) initiate or participate in any discussions or negotiations regarding any Acquisition Proposal; , (iii) withdrawapprove or recommend, modify or qualify or propose publicly to withdrawrecommend, modify or qualify in a manner adverse to First Majestic the approval of the Silvermex Board or any committee thereof of the transactions contemplated hereby; (iv) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal or remain neutral with respect to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position iv) accept or a neutral position with respect to an Acquisition Proposal, or any material amendment thereto, until five Business Days following the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or (v) enter into any letter of intent, agreement in principle, agreement, arrangement or understanding related to any Acquisition Proposal (except as permitted by Section 4.4(d))Proposal. Notwithstanding the preceding sentence part of this Section 4.4(a4.5(1) and any other provision of this Agreement, nothing shall prevent the Silvermex Board prior of Directors of Repap from complying with Repap's disclosure obligations under applicable Laws with regard to the Silvermex Meeting an Acquisition Proposal or from considering, participating in any discussions or negotiations, or entering into a confidentiality agreement and providing information pursuant to Section 4.4(d4.5(3) (but, subject to Section 4.6, shall not approve, recommend, accept or enter into any agreement, arrangement or understanding), regarding an unsolicited bona fide written Acquisition Proposal (a) in respect of which any required financing has been demonstrated to the satisfaction of the Board of Directors of Repap, acting in good faith, to be reasonably likely to be obtained or available, (b) that did not otherwise result from a breach of this Section 4.4 4.5 and that (c) which the Silvermex Board determines of Directors of Repap has determined in good faith, after consultation with financial advisors and outside legal counsel, is reasonably likely to constitute a Superior ProposalProposal and that it is required to take such actions in order to comply with its fiduciary duties under applicable Laws. Silvermex shall not consider, negotiate, accept or recommend an Acquisition Proposal after the date of the Silvermex Meeting. Silvermex Repap shall, and shall cause its subsidiaries and the officers, directors and employees and any financial advisors or other advisorsdirectors, employees, representatives or and agents retained by itof itself and its subsidiaries to, to cease immediately upon execution of this Agreement all current discussions and negotiations regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. To the extent it has not already done so, Silvermex shall deny access to all parties other than First Majestic and its advisors, employees and agents to any and all data rooms which may have been opened. Silvermex shall immediately request the return or destruction of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agents) who have entered into a confidentiality agreement with Silvermex relating to a potential Acquisition Proposal, in connection therewith. Repap shall use all reasonable efforts to ensure that such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses or action (actual or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion of the Arrangement. (b) Silvermex shall not amend, modify, waive or fail to enforce on a timely basis any obligation under any confidentiality or standstill agreement or amend any such agreement or other conditions included in any agreement between Silvermex and a third party, except to allow such Person to confidentially propose to the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex or any of its representatives) that the Silvermex Board determines, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely to constitute a Superior Proposal. (c) Silvermex shall promptly forthwith notify First MajesticUPM, at first orally and then in writing, of any Acquisition Proposal and any enquiry inquiry that could lead to an Acquisition Proposal, or any amendments to the foregoing, or any request for non-public information (including requests for shareholder or noteholder lists) relating to Silvermex Repap or any Repap Material Subsidiary in connection with an Acquisition Proposal or for access to the properties, books or records of Silvermex Repap or any Repap Material Subsidiary by any Person that informs Silvermex that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition ProposalPerson. Such notice shall include a description of the material terms and conditions of any proposal, the identity of the Person making such proposal, enquiry inquiry or contact, a copy of any written form of Acquisition Proposal contact and provide such other details of the proposal, enquiry inquiry or contact as First Majestic UPM may reasonably request. Silvermex shall: (i) Repap shall keep First Majestic fully UPM informed of the status including any change to the material terms of any such Acquisition Proposal or enquiry; and (ii) provide to First Majestic as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Silvermex from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex to any Person in connection with any Acquisition Proposal. (d) inquiry. If Silvermex Repap receives a request for material non-public information from a Person who has made an unsolicited bona fide written Acquisition Proposal and Silvermex Repap is permitted, subject to and as contemplated under the second sentence of Section 4.4(a) 4.5(1), to negotiate the terms of such Acquisition Proposal, then, and only in such case, the Silvermex Board of Directors of Repap may, subject to the execution by such Person of a confidentiality agreement on terms substantially similar to the Confidentiality Agreementcontaining employee non-solicitation provisions, provide such Person with access to information regarding SilvermexRepap; provided, however, that Silvermex Repap sends a copy of any such confidentiality agreement to First Majestic UPM promptly upon its execution and concurrently provides First Majestic UPM is provided with a list of or copies of the information provided to such Person and promptly provided with access to similar information to which such Person was provided to such Person. (e) Prior to the earlier of the Effective Time and the termination of this Agreement, Silvermex shall not, except with the prior written consent of First Majestic, take any action to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition Proposal, or any Person making an Acquisition Proposal, not subject to the Shareholder Rights Plan (including redemption of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex has complied with the provisions of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meetingprovided. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex shall oppose any such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary duties. (f) Silvermex Repap shall ensure that its officers, directors and employees and its subsidiaries and their officers, directors and employees and any financial advisors or other advisors, advisors or representatives or agents retained by it or its subsidiaries are aware of the provisions of this Section 4.44.5, and it Repap shall be responsible for any breach of this Section 4.4 4.5 by any such Personits and its subsidiaries' officers, directors, employees, representatives or agents.

Covenants Regarding Non-Solicitation. (a1) Subject to Section 4.5 Following the date hereof, Silvermex Sunrise REIT shall not, directly or indirectly, through any trustee, officer, director, employee, representative agent or agent Representative of Silvermex Sunrise REIT or any Silvermex Subsidiary: of its Subsidiaries, and shall not permit any such Person to, (i) solicit, initiate initiate, encourage or encourage otherwise facilitate (including by way of furnishing information or entering into any form of agreement, arrangement or understandingunderstanding or providing any other form of assistance) the initiation of any inquiries or proposals regarding an Acquisition Proposal; (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; (iii) withdraw, modify or qualify or propose publicly to withdraw, modify or qualify in a manner adverse to First Majestic the approval of the Silvermex Board or any committee thereof of the transactions contemplated hereby; (iv) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal or remain neutral with respect to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposalregarding, or any material amendment thereto, until five Business Days following the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or (v) enter into any letter of intent, agreement in principle, agreement, arrangement or understanding related to any Acquisition Proposal (except as permitted by Section 4.4(d)). Notwithstanding the preceding sentence of this Section 4.4(a) and any other provision of this Agreement, nothing shall prevent the Silvermex Board prior to the Silvermex Meeting from considering, participating in any discussions or negotiations, or entering into a confidentiality agreement and providing information pursuant to Section 4.4(d), regarding an unsolicited bona fide written Acquisition Proposal that did not otherwise result from a breach of this Section 4.4 and that the Silvermex Board determines in good faith, after consultation with financial advisors and outside legal counsel, is reasonably likely to constitute a Superior Proposal. Silvermex shall not consider, negotiate, accept or recommend an Acquisition Proposal after the date of the Silvermex Meeting. Silvermex shall, and shall cause its officers, directors and employees and any financial advisors or other advisors, representatives or agents retained by it, to cease immediately upon execution of this Agreement all discussions and negotiations regarding any proposal action that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. To the extent it has not already done so, Silvermex shall deny access to all parties other than First Majestic and its advisors, employees and agents to any and all data rooms which may have been opened. Silvermex shall immediately request the return of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agents) who have entered into a confidentiality agreement with Silvermex relating to a actual or potential Acquisition Proposal, shall use all reasonable efforts to ensure that (ii) participate in any discussions or negotiations in furtherance of such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses inquiries or action (proposals or regarding an actual or threatened) by potential Acquisition Proposal or release any recipient of such request which could hinderPerson from, prevent, delay or otherwise adversely affect the completion of the Arrangement. (b) Silvermex shall not amend, modify, waive or fail to enforce on a timely basis any obligation under enforce, any confidentiality or standstill agreement or amend similar obligation to Sunrise REIT or any of its Subsidiaries, (iii) approve, recommend or remain neutral with respect to, or propose publicly to approve, recommend or remain neutral with respect to, any Acquisition Proposal, (iv) accept or enter into any agreement, arrangement or understanding related to any Acquisition Proposal (other than a confidentiality agreement contemplated in Section 4.4.(2)), or (v) withdraw, modify or qualify, or publicly propose to withdraw, modify or qualify, in any manner adverse to the Purchasers, the approval or recommendation of the Board (including any committee thereof) of this Agreement or the transactions contemplated hereby. (2) Notwithstanding anything contained in Section 4.4(1), until the Unitholder Approval, nothing shall prevent the Board from complying with Sunrise REIT’s disclosure obligations under applicable Laws with regard to a bona fide written, unsolicited Acquisition Proposal or, following the receipt of any such agreement or other conditions included in any agreement between Silvermex and Acquisition Proposal from a third partyparty (that did not result from a breach of this Section 4.4), except from furnishing or disclosing non-public information to allow such Person to confidentially propose if and only to the Silvermex extent that: (i) the Board an believes in good faith (after consultation with its financial advisor and legal counsel) that such Acquisition Proposal if consummated could reasonably be expected to result in a Superior Proposal; and (ii) such third party has entered into a confidentiality agreement containing terms in the aggregate no more favorable to such third party than those in the Confidentiality Agreement as are then in effect in accordance with its terms. (3) Notwithstanding anything contained in Section 4.4(1), until the Unitholder Approval, nothing shall prevent the Board from withdrawing or modifying, or proposing publicly to withdraw or modify its approval and recommendation of the transactions contemplated by this Agreement, or accepting, approving or recommending or entering into any agreement, understanding or arrangement providing for a bona fide written, unsolicited written Acquisition Proposal (that did not result from a breach of this Section 4.4(a4.4) by Silvermex or any (“Proposed Agreement”) if and only to the extent that: (i) it has provided the Purchasers with a copy of all of the documents relating to the Acquisition Proposal, (ii) the Board, believes in good faith (after consultation with its representativesfinancial advisor and legal counsel) that such Acquisition Proposal constitutes a Superior Proposal and has promptly notified the Silvermex Purchasers of such determination, (iii) a period of at least five Business Days (the “Matching Period”) has elapsed following the later of (x) the date the Purchasers received written notice advising the Purchasers that the Board determineshas resolved, subject to compliance with this Section 4.4(3), to withdraw, modify its approval and recommendation of the transactions contemplated by this Agreement or accept, approve or recommend or enter into a Proposed Agreement in respect of such Superior Proposal and (y) the date the Purchasers received a copy of the documentation related to such Superior Proposal pursuant to Section 4.4(3)(i), (iv) if the Purchasers have proposed to amend the transactions contemplated under this Agreement in accordance with Section 4.4(6), the Board has again made the determination in Section 4.4(3)(ii) taking into account such proposed amendments; and (v) if Sunrise REIT proposes to enter into a Proposed Agreement (other than a confidentiality agreement referred to in Section 4.4(2)) after receipt complying with this Section 4.4(3), Sunrise REIT shall have complied with Section 5.2 and 5.3. For the purposes of written advice from this Section 4.4(3) the preparation and delivery of a directors’ circular pursuant to Section 99 of the Securities Act relating to an Acquisition Proposal shall be deemed to be a qualification, withdrawal or modification, of the Board’s recommendation of the transactions contemplated hereby unless the Board expressly, and without qualification, reaffirms its recommendation of the transactions contemplated hereby in such disclosure. (4) If the expiry of the Matching Period referred to in Section 4.4(3)(iii) falls on a date which is less than five Business Days prior to the Unitholder Meeting, Sunrise REIT shall, at the request of the Purchasers, adjourn the Unitholder Meeting to a date that is not more than 10 Business Days following such expiry date. (5) Sunrise REIT acknowledges and agrees that each successive amendment to any Acquisition Proposal shall constitute a new Acquisition Proposal for purposes of Section 4.4. (6) During the Matching Period, the Purchasers shall have the right, but not the obligation, to propose to amend the terms of this Agreement. The Trustees will review any proposal by the Purchasers to amend the terms of this Agreement in good faith in order to determine (after consultation with their financial advisor and legal and financial advisorscounsel) whether the transactions contemplated by this Agreement, constitutes or is reasonably likely taking into account the Purchasers’ proposed amendments would, if consummated in accordance with its terms, result in the Superior Proposal ceasing to constitute be a Superior Proposal. If the Trustees so determine, Sunrise REIT will enter into an amending agreement with the Purchasers reflecting such proposed amendment. (c7) Silvermex shall Sunrise REIT shall, as promptly as practicable, notify First Majestic, at first orally and then in writing, the Purchasers of any relevant details relating to any Acquisition Proposal and any enquiry Proposal, or inquiry that could reasonably be expected to lead to an any Acquisition Proposal, or any amendments to any Acquisition Proposal (including the foregoingidentity of the parties and all material terms thereof), or any request for non-public information relating to Silvermex Sunrise REIT or any of its Subsidiaries in connection with an Acquisition Proposal or inquiry that could reasonably be expected to lead to any Acquisition Proposal, or for access to the properties, books or records of Silvermex Sunrise REIT or any of its Subsidiaries by any Person that informs Silvermex Sunrise REIT or such Subsidiary that it is considering making, or has made, a proposal that constitutesan Acquisition Proposal, or may inquiry that could reasonably be expected to lead to any Acquisition Proposal, in each case which any of Sunrise REIT, any of its Subsidiaries or any officer, trustee, director, employee or Representative may receive after the date hereof relating to an Acquisition Proposal. Such notice Sunrise REIT shall include a description of promptly and fully keep the material terms and conditions of any proposal, the identity of the Person making such proposal, enquiry or contact, a copy of any written form of Acquisition Proposal and provide such other details of the proposal, enquiry or contact as First Majestic may reasonably request. Silvermex shall: (i) keep First Majestic fully Purchasers informed of the status on a current basis, including any change to any of the material terms terms, of any such Acquisition Proposal or enquiry; and (ii) provide to First Majestic as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to Silvermex from any Person in connection with any Acquisition Proposal or sent or provided by Silvermex to any Person in connection with any Acquisition Proposal. (d8) Sunrise REIT shall (i) If Silvermex receives a request for material non-public information from a Person who has made an unsolicited bona fide written Acquisition Proposal and Silvermex is permitted, as contemplated under the second sentence of Section 4.4(a) to negotiate the terms of such Acquisition Proposal, then, and only in such case, the Silvermex Board may, subject to the execution by such Person of a confidentiality agreement on terms substantially similar to the Confidentiality Agreement, provide such Person with access to information regarding Silvermex; provided, however, that Silvermex sends a copy of any such confidentiality agreement to First Majestic promptly upon its execution and concurrently provides First Majestic with a list of or copies of the information provided to such Person and access to similar information which was provided to such Person. (e) Prior to the earlier of the Effective Time and the termination of this Agreement, Silvermex shall not, except with the prior written consent of First Majestic, take any action to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition Proposal, or any Person making an Acquisition Proposal, not subject to the Shareholder Rights Plan (including redemption of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex has complied with the provisions of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex shall oppose any such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary duties. (f) Silvermex shall ensure that its officers, officers and Trustees and its Subsidiaries and their respective officers and directors and employees and any financial advisors or other advisors, representatives or agents Representatives retained by it or its Subsidiaries in connection herewith are aware of the provisions of this Section 4.4, and it Sunrise REIT shall be responsible for any breach of this Section 4.4 by its and its Subsidiaries’ officers, directors, trustees or representatives; (ii) immediately cease and cause to be terminated any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any Acquisition Proposal; (iii) require all Persons other than the Purchasers who have been furnished with confidential information regarding Sunrise REIT or its Subsidiaries in connection with the solicitation of or discussion regarding any Acquisition Proposal within 12 months prior to the date hereof promptly to return or destroy such Person.information, in accordance with and subject to the terms of the confidentiality agreement entered into with such Persons; (iv) terminate access for all Persons (other than the Purchasers and its Representatives) of the electronic dataroom accessible through Xxxxxxx Datasite’s website; and (v) not amend, modify, waive or fail to enforce any of the standstill terms or other conditions included in any of the confidentiality agreements between Sunrise REIT and any third parties...

Covenants Regarding Non-Solicitation. (a) Subject to Section 4.5 6.20, Silvermex Domtar shall not, directly or indirectly, through any officer, director, employee, representative or agent of Silvermex Domtar or any Silvermex Subsidiary: of its subsidiaries, (i) solicit, initiate or knowingly encourage (including by way of furnishing information or entering into any form of agreement, arrangement or understanding) the initiation of any inquiries or proposals regarding an Acquisition Proposal; , (ii) participate in any discussions or negotiations regarding any Acquisition Proposal; , (iii) withdraw, withdraw or modify or qualify or propose publicly to withdraw, modify or qualify in a manner adverse to First Majestic Weyerhaeuser the approval of the Silvermex Board or any committee thereof of Directors of Domtar of the transactions contemplated hereby; Transactions or the recommendation of the Board of Directors of Domtar to the holders of Domtar Capital Shares or Domtar Options, (iv) approve or recommend or propose publicly to approve or recommend any Acquisition Proposal or remain neutral with respect to an Acquisition Proposal which has been publicly announced (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal, or any material amendment thereto, until five Business Days following the public announcement of such Acquisition Proposal shall not be considered a violation of this section); or (v) enter into any letter of intent, agreement in principle, agreement, arrangement or understanding related to any Acquisition Proposal (except as permitted by Section 4.4(d))Proposal. Notwithstanding the preceding sentence part of this Section 4.4(a6.19(a) and any other provision of this Agreement, nothing shall prevent the Silvermex Board of Directors of Domtar prior to the Silvermex Meeting issuance of the Final Order from considering, participating in any discussions or negotiations, or entering into a confidentiality agreement and providing information pursuant to Section 4.4(d6.19(c), regarding an unsolicited bona fide written Acquisition Proposal that did not otherwise result from a breach of this Section 4.4 6.19 and that the Silvermex Board of Directors of Domtar determines in good faith, after consultation with financial advisors and outside legal counsel, constitutes or is reasonably likely to constitute result in a Superior Proposal; provided, however, that prior to taking such action, the Board of Directors must have determined, after consultation with outside counsel, that it is appropriate for the Board of Directors of Domtar take such action in order to discharge properly its fiduciary duties. Silvermex Domtar shall not consider, negotiate, accept accept, approve or recommend an Acquisition Proposal after the date of the Silvermex Meetingissuance of the Final Order. Silvermex Domtar shall, and shall cause its the officers, directors and employees and any financial advisors or other advisorsdirectors, employees, representatives or and agents retained by itof Domtar and its subsidiaries to, to cease immediately upon execution of this Agreement all discussions and negotiations conducted prior to August 22, 2006 regarding any proposal that constitutes, or may reasonably be expected to lead to, an Acquisition Proposal. To the extent it has not already done so, Silvermex Nothing contained in this Section 6.19(a) shall deny access to all parties other than First Majestic and its advisors, employees and agents prohibit Domtar from responding to any and all data rooms which may have been opened. Silvermex shall immediately request unsolicited proposal or inquiry solely by advising the return of all confidential non-public information provided to any third parties (other than First Majestic and its advisors, employees and agents) who have entered into a confidentiality agreement with Silvermex relating to a potential Acquisition Proposal, shall use all reasonable efforts to ensure that person making such requests are honoured and shall immediately advise First Majestic orally and in writing of any responses proposal or action (actual or threatened) by any recipient of such request which could hinder, prevent, delay or otherwise adversely affect the completion inquiry of the Arrangementterms of this Section 6.19(a). (b) Silvermex shall not amend, modify, waive or fail to enforce on a timely basis any obligation under any confidentiality or standstill agreement or amend any such agreement or other conditions included in any agreement between Silvermex and a third party, except to allow such Person to confidentially propose to the Silvermex Board an unsolicited written Acquisition Proposal (that did not result from a breach of Section 4.4(a) by Silvermex or any of its representatives) that the Silvermex Board determines, after receipt of written advice from its legal and financial advisors, constitutes or is reasonably likely to constitute a Superior Proposal. (c) Silvermex Domtar shall promptly notify First MajesticWeyerhaeuser, at first orally and then in writing, of any Acquisition Proposal and any enquiry inquiry that could lead to an Acquisition Proposal, or any amendments to the foregoing, or any request for non-public information relating to Silvermex Domtar or any material Domtar Subsidiary in connection with an Acquisition Proposal or for access to the properties, books or records of Silvermex Domtar or any material Domtar Subsidiary by any Person person that informs Silvermex Domtar or such material Domtar Subsidiary that it is considering making, or has made, a proposal that constitutes, or may reasonably be expected to lead to an Acquisition Proposal. Such notice shall include a description of the material terms and conditions of any proposal, the identity of the Person person making such proposal, enquiry inquiry or contact, a copy of any written form of Acquisition Proposal contact and provide such other details of the proposal, enquiry inquiry or contact as First Majestic Weyerhaeuser may reasonably request. Silvermex shall: Domtar shall (i) keep First Majestic Weyerhaeuser fully informed of the status including any change to the material terms of any such Acquisition Proposal or enquiry; and inquiry and (ii) provide to First Majestic Weyerhaeuser, as soon as practicable after receipt or delivery thereof with thereof, copies of all correspondence and other written material sent or provided to Silvermex Domtar or any Domtar Subsidiary from any Person person in connection with any Acquisition Proposal or sent or provided by Silvermex Domtar to any Person person in connection with any Acquisition Proposal. (dc) If Silvermex Domtar receives a request for material non-public information from a Person person who has made an unsolicited bona fide written Acquisition Proposal and Silvermex Domtar is permitted, as contemplated under the second sentence of Section 4.4(a) 6.19(a), to negotiate the terms of such Acquisition Proposal, then, and only in such case, the Silvermex Board of Directors of Domtar may, subject to the execution by such Person person of a confidentiality agreement on terms containing a standstill provision substantially similar to that contained in the Confidentiality Agreement, provide such Person person with access to information regarding SilvermexDomtar; provided, however, that Silvermex the person making the Acquisition Proposal shall not be precluded under such confidentiality agreement from making the Acquisition Proposal (including any amendment thereto); provided further that Domtar sends a copy of any such confidentiality agreement to First Majestic Weyerhaeuser promptly upon its execution and concurrently provides First Majestic Weyerhaeuser is provided with a list of or copies of the information provided to such Person person and immediately provided with access to similar information to which such person was provided to such Personprovided. (ed) Prior to the earlier of the Effective Time and the termination of this Agreement, Silvermex shall not, except with the prior written consent of First Majestic, take any action to terminate, amend, extend the “Separation Time” under or waive the Shareholder Rights Plan, or the application of the Shareholder Rights Plan to, any Acquisition Proposal, or any Person making an Acquisition Proposal, not subject to the Shareholder Rights Plan (including redemption of any rights created under the Shareholder Rights Plan) unless the Acquisition Proposal constitutes a Superior Proposal and Silvermex has complied with the provisions of Section 4.4 and Section 4.5 and provided further that any such termination, amendment, extension, waiver or redemption cannot be effective until after the Silvermex Meeting. In the event that any Person requests any Governmental Entity to invalidate or cease trade the Shareholder Rights Plan, Silvermex shall oppose any such application unless the Silvermex Board determines, after consultation with outside legal counsel, that to do so is not consistent with its fiduciary duties. (f) Silvermex Domtar shall ensure that its officers, directors and employees and its subsidiaries and their officers, directors and employees and any financial advisors or other advisors, advisors or representatives or agents retained by it are aware of the provisions of this Section 4.46.19, and it shall be responsible for any breach of this Section 4.4 6.19 by any such Personits officers, directors, employees, financial advisors or other advisors or representatives. (e) Notwithstanding Section 6.19(a)(iii), the Board of Directors of Domtar may withdraw or modify in a manner adverse to Weyerhaeuser the approval of the Board of Directors of Domtar of the transactions contemplated hereby if an event has occurred and is continuing that, either alone or together with other events, has had or would reasonably be expected to have a Newco Material Adverse Effect.