Common use of Interim Order Clause in Contracts

Interim Order. As soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3, Silvermex shall apply to the Court in a manner acceptable to First Majestic, acting reasonably, pursuant to the Business Corporations Act and prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Meeting and for the manner in which such notice is to be provided; (b) that the requisite approval for the Arrangement Resolution shall be two-thirds of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) present in person or by proxy at the Silvermex Meeting, such that each Silvermex Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101; (c) that, in all other respects, the terms, restrictions and conditions of the articles of Silvermex, including quorum requirements and all other matters, shall apply in respect of the Silvermex Meeting; (d) for the grant of the Dissent Rights; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Silvermex Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to the terms of this Agreement, without the need for additional approval of the Court; (g) that it is First Majestic’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (h) for such other matters as First Majestic may reasonably require, subject to obtaining the prior consent of Silvermex, such consent not to be unreasonably withheld or delayed.

Interim Order. As soon as reasonably practicable following after the execution date of this Agreement, and but in any event in sufficient time to hold on or before August 31, 2020, the Silvermex Meeting in accordance with Section 2.3, Silvermex shall Company will apply to the Court in a manner reasonably acceptable to First Majestic, acting reasonably, the Purchaser pursuant to Section 186.1(3) of the Business Corporations Act and BCA and, in cooperation with the Purchaser, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Meeting and for the manner in which such notice is to be provided; (b) that each Shareholder being entitled to one vote for each Common Share held by such Shareholder on the requisite Arrangement Resolution; (c) that the required level of approval (the “Required Securityholder Approval”) for the Arrangement Resolution shall be two-thirds be: (I) at least 66⅔% of the votes cast on the Arrangement Resolutions by the Shareholders, voting as a single class, present in Person or by proxy at the Meeting; (II) to the extent required, a simple majority of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (Shareholders, voting together as a single class) , present in person Person or by proxy at the Silvermex Meeting, such that each Silvermex Shareholder is entitled Meeting (excluding for this purpose votes attached to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled Common Shares to one vote for each Silvermex Share issuable upon exercise be excluded by Section 8.1(2) of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101); and (III) as otherwise required by the Exchange; (cd) that, in all other respects, the terms, restrictions and conditions of the articles of SilvermexCompany’s Constating Documents, including quorum requirements and all other matters, shall will apply in respect of the Silvermex Meeting; (de) for the grant of the Dissent RightsRights to those Shareholders who are registered Shareholders as contemplated in the Plan of Arrangement; (ef) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fg) that the Silvermex Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to the terms of this Agreement, Company without the need for additional approval of the Court; (gh) that it is First Majestic’s intention the record date for the Affected Securityholders entitled to rely upon notice of and to vote at the exemption from registration provided by Section 3(a)(10Meeting will not change in respect of any adjournment(s) or postponement(s) of the U.S. Meeting, unless required by Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the ArrangementLaws; and (hi) for such other matters as First Majestic the Purchaser may reasonably require, subject to obtaining the prior consent of Silvermex, such consent not to be unreasonably withheld or delayed.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, (a) The application referred to in Sections 2.4(a) and in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3, Silvermex 2.5(a) shall apply to the Court in a manner acceptable to First Majestic, acting reasonably, pursuant to the Business Corporations Act and prepare, file and diligently pursue an application for request that the Interim Order, which shall Order provide, among other things: (ai) for the class of Persons to whom notice is to be provided in respect of the Arrangement Arrangement, the PCS Meeting and the Silvermex Agrium Meeting and for the manner in which such notice is to be provided; (bii) that that: (A) the requisite approval for the PCS Arrangement Resolution to be placed before the PCS Meeting shall be two-thirds (66-2/3%) of the votes cast on the PCS Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) PCS Shareholders present in person or by proxy at the Silvermex Meeting, PCS Meeting (such that each Silvermex PCS Shareholder is entitled to one vote for each Silvermex PCS Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with) and, if required under Canadian Securities Laws, by MI 61-101, minority approval a majority of the votes cast on the PCS Arrangement Resolution by PCS Shareholders present in accordance with person or by proxy at the PCS Meeting after excluding the votes of those Persons whose votes are required to be excluded under MI 61-101; (cB) that, in all other respects, the terms, restrictions and conditions of the articles constating documents of SilvermexPCS, including quorum requirements and all other matters, shall apply in respect of the Silvermex PCS Meeting; (diii) that: (A) the requisite approval for the Agrium Arrangement Resolution to be placed before the Agrium Meeting shall be two-thirds (66-2/3%) of the votes cast on the Agrium Arrangement Resolution by Agrium Securityholders (voting as a single class) present in person or by proxy at the Agrium Meeting (such that each Agrium Securityholder is entitled to one vote for each Agrium Share held and one vote for each Agrium Share underlying an Agrium Voting Option held) and, if required under Canadian Securities Laws, by a majority of the votes cast on the Agrium Arrangement Resolution by Agrium Shareholders present in person or by proxy at the Agrium Meeting after excluding the votes of those Persons whose votes are required to be excluded under MI 61-101; (B) that, in all other respects, the terms, restrictions and conditions of the constating documents of Agrium, including quorum requirements and all other matters, shall apply in respect of the Agrium Meeting; (iv) that the PCS Meeting may be adjourned or postponed from time to time in accordance with the terms of this Agreement without the need for additional approval of the Court; (v) that the Agrium Meeting may be adjourned or postponed from time to time in accordance with the terms of this Agreement without the need for additional approval of the Court; (vi) for the grant of the Dissent RightsRights to the registered PCS Shareholders and the registered Agrium Shareholders as set forth in the Plan of Arrangement; (evii) for the notice requirements with respect to the presentation of the joint application to the Court for the Final Order; (fviii) confirmation of the record date for the purposes of determining the PCS Shareholders entitled to receive material and vote at the PCS Meeting in accordance with the Interim Order; (ix) confirmation of the record date (which shall be the same day as the record date referred to in Section 2.6(a)(viii)) for the purposes of determining the Agrium Securityholders entitled to receive material and vote at the Agrium Meeting in accordance with the Interim Order; (x) that the Silvermex record date for PCS Shareholders entitled to notice of and to vote at the PCS Meeting may be adjourned will not change in respect of any adjournment(s) or postponed from time to time by the Silvermex Board, subject to the terms of this Agreement, without the need for additional approval postponement(s) of the CourtPCS Meeting; (gxi) that it is First Majestic’s intention the record date for Agrium Securityholders entitled to rely upon notice of and to vote at the exemption from registration provided by Section 3(a)(10Agrium Meeting will not change in respect of any adjournment(s) or postponement(s) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the ArrangementAgrium Meeting; and (hxii) for such other matters as First Majestic the Parties may reasonably requireagree in writing, subject each acting reasonably. (b) In the application referred to obtaining in Sections 2.4(a) and 2.5(a), PCS and Agrium shall inform the prior consent Court that the Parties intend to rely on the Section 3(a)(10) Exemption for the issuance of Silvermexthe New Parent Shares pursuant to the Arrangement and that, in connection therewith, the Court will be required to approve the substantive and procedural fairness of the terms and conditions of the Arrangement to each Person to whom New Parent Shares will be issued. Each Person to whom New Parent Shares will be issued on completion of the Arrangement will be given adequate notice advising them of their right to attend and appear before the Court at the hearing of the Court for the Final Order and providing them with adequate information to enable such consent not Person to be unreasonably withheld or delayedexercise such right.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, and The application referred to in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3, Silvermex 2.3(a) shall apply to the Court in a manner acceptable to First Majestic, acting reasonably, pursuant to the Business Corporations Act and prepare, file and diligently pursue an application for request that the Interim Order, which shall Order provide, among other things: (a) for the class classes of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex KML Shareholders’ Meeting and for the manner in which such notice is to be provided; (b) that the requisite approval for the Arrangement Resolution to be placed before the KML Shareholders shall be two-thirds (i) 66 2/3% of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) KML Shareholders present in person or by proxy at the Silvermex Meeting, KML Shareholders’ Meeting (such that each Silvermex KML Shareholder is entitled to one vote for each Silvermex KML Voting Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled all KML Shareholders shall vote together as a single class), and (ii) a majority of the votes cast on the Arrangement Resolution by holders of KML Restricted Voting Shares present in person or by proxy at the KML Shareholders’ Meeting after excluding the votes of those Persons whose votes are required to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with be excluded under MI 61-101; (c) that, in all other material respects, the terms, restrictions and conditions of the articles constating documents of SilvermexKML, including quorum requirements and all other matters, shall apply in respect of the Silvermex KML Shareholders’ Meeting; (d) for the grant of the Dissent RightsRights as set forth in the Plan of Arrangement; (e) that the KML Shareholders’ Meeting may be adjourned or postponed from time to time by KML in accordance with the terms of this Agreement without the need for additional approval of the Court; (f) that the record date for KML Shareholders entitled to notice of and to vote at the KML Shareholders’ Meeting will not change in respect of any adjournment(s) or postponement(s) of the KML Shareholders’ Meeting; (g) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fh) in the application referred to in Section 2.3(a), KML shall inform the Court that the Silvermex Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to the terms of this Agreement, without the need for additional approval of the Court; (g) that it is First Majestic’s intention Parties intend to rely upon on the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to for the issuance of the First Majestic Pembina Common Shares and Replacement Warrants to be issued pursuant to the ArrangementArrangement and that, based on in connection therewith, the Court’s approval Court will be required to approve the substantive and procedural fairness of the Arrangementterms and conditions of the Arrangement to each Person to whom Pembina Common Shares will be issued. Each Person to whom Pembina Common Shares will be issued on completion of the Arrangement will be given adequate notice advising them of their right to attend and appear before the Court at the hearing of the Court for the Final Order and providing them with adequate information to enable such Person to exercise such right; and (hi) for such other matters as First Majestic the Parties may reasonably requireagree in writing, subject to obtaining the prior consent of Silvermex, such consent not to be unreasonably withheld or delayedeach acting reasonably.

Interim Order. (a) As soon as reasonably practicable following the execution of this Agreement, Agreement and in any event in sufficient time to hold no later than the Silvermex Meeting in accordance with Section 2.3date that is four weeks after the date of this Agreement, Silvermex unless otherwise mutually agreed by the Parties, Azarga shall apply to the Court in a manner acceptable to First MajesticenCore, acting reasonably, pursuant to section 291 of the Business Corporations Act and and, with the assistance of enCore, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (ai) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Azarga Meeting and for the manner in which such notice is to be provided; (bii) for the confirming of the record date for the determining those Azarga Shareholders entitled to notice of and to vote at the Azarga Meeting, and that such record date will not change in respect of any adjournment(s) or postponement(s) of the Azarga Meeting; (iii) that the requisite approval for the Arrangement Resolution shall be two-thirds 66 2/3% of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) Azarga Shareholders present in person or by proxy at the Silvermex Meeting, such that each Silvermex Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together withAzarga Meeting and, if required required, by MI 61-101, minority approval in accordance with MI 61-101101 and, if and to the extent required by the Court, such other approval of Azarga Securityholders as may be required (the “Azarga Shareholder Approval”); (civ) that, in all other respects, the terms, conditions and restrictions and conditions of the articles and notice of Silvermexarticles of Azarga, including the quorum requirements requirement and all other matters, shall apply in respect of the Silvermex Azarga Meeting; (dv) for the grant of Dissent Rights to those Azarga Shareholders who are registered Azarga Shareholders as contemplated in the Dissent RightsPlan of Arrangement; (evi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fvii) that the Silvermex Azarga Meeting may be adjourned or postponed from time to time by the Silvermex Board, Xxxxxx subject to the terms of this Agreement, Agreement or as otherwise agreed by the Parties without the need for additional approval of the Court; (gviii) that it is First Majestic’s intention the Parties intend to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Consideration Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; (ix) that each Azarga Shareholder and any other affected person shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response by the time stipulated in the Interim Order; and (hx) for such other matters as First Majestic Azarga or enCore may reasonably require, subject to obtaining the prior consent of Silvermexthe other, such consent not to be unreasonably withheld withheld, conditioned or delayed.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Silvermex SilverCrest Meeting in accordance with Section 2.3, Silvermex SilverCrest shall apply to the Court in a manner acceptable to First Majestic, acting reasonably, pursuant to the Business Corporations Act and prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex SilverCrest Meeting and for the manner in which such notice is to be provided; (b) that the requisite approval for the Arrangement Resolution shall be two-thirds of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) SilverCrest Shareholders present in person or represented by proxy at the Silvermex Meeting, SilverCrest Meeting such that each Silvermex SilverCrest Shareholder is entitled to one vote for each Silvermex SilverCrest Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101101 (the “SilverCrest Shareholder Approval”); (c) that, in all other respects, the terms, restrictions and conditions of the articles of SilvermexSilverCrest, including quorum requirements and all other matters, shall apply in respect of the Silvermex SilverCrest Meeting; (d) for the grant of the Dissent Rights; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Silvermex SilverCrest Meeting may be adjourned or postponed from time to time by the Silvermex SilverCrest Board, subject to the terms of this Agreement, without the need for additional approval of the Court; (g) that it is First Majestic’s the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Consideration Shares, SpinCo Shares and Replacement Warrants Options to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (h) for such other matters as First Majestic may reasonably require, subject to obtaining the prior consent of SilvermexSilverCrest, such consent not to be unreasonably withheld or delayed.

Interim Order. As soon as At the time of the Initial Extension of Credit, the Initial Lenders shall have received, on or before the Effective Date, a certified copy of an order entered by the Bankruptcy Court in substantially the form of Exhibit E (the “Interim Order”) approving the Loan Documents and granting the Superpriority Claim status and the Liens described in Section 2.17, which Interim Order (i)(A) shall authorize extensions of credit in respect of (x) the Non-rollup Revolving Credit Facility in an aggregate amount of up to $25,000,000 and (y) the Term Facility in an aggregate amount of up to $165,000,000, (B) shall authorize and direct the indefeasible repayment of any Obligations under the Existing Receivables Facility, which repayment shall not be subject to any future challenge by any Person, (C) shall have been entered upon an application or motion of the Borrower and each Guarantor reasonably practicable following the execution of this Agreement, satisfactory in form and in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3, Silvermex shall apply substance to the Court Initial Lenders, on such prior notice to such parties as may in each case be reasonably satisfactory to the Initial Lenders, (D) shall approve the payment by the Borrower of all of the fees and expenses that are required to be paid in connection with the Facilities and (E) shall have been entered not later than five days after the Petition Date; (ii) shall have authorized the use by the Borrower and the Guarantors of any cash collateral in which any Pre-Petition Secured Creditor under the Pre-Petition Security Agreement may have an interest and shall have provided, as adequate protection for the use of such cash collateral and the aggregate reduction in the Pre-Petition Collateral as a manner acceptable consequence of the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to First Majesticsection 362 of the Bankruptcy Code, acting reasonably, for (A) the monthly cash payment of current interest and letter of credit fees on the Pre-Petition Secured Indebtedness at the applicable non-default rates applicable on the Petition Date pursuant to the Business Corporations Act Pre-Petition Document, (B) a superpriority claim as contemplated by section 507(b) of the Bankruptcy Code, limited in amount to the diminution in value of the Pre-Petition Collateral to the extent of the Pre-Petition Secured Indebtedness, resulting from the sale, lease or use by the Borrower and preparethe Guarantors of any Pre-Petition Collateral, the priming Liens described in Section 2.17 and the imposition of the automatic stay pursuant to section 362 of the Bankruptcy Code, immediately junior to the claims under section 364(c)(1) of the Bankruptcy Code held by the Administrative Agent and the Lenders (without the requirement to file any motion or pleading or to make any demand) and diligently pursue an application for subject to the Interim Orderpayment of the Carve-Out, which shall provide(C) a Lien on substantially all of the assets of the Borrower and the Guarantors having a priority immediately junior to the Liens granted in favor of the Administrative Agent and the Lenders hereunder and under the other Loan Documents and (D) the payment on a current basis of the reasonable fees and disbursements of respective professionals (including, among other things: (abut not limited to, the reasonable fees and disbursements of counsel and advisers as permitted under the Pre-Petition Document) for the class Pre-Petition Agent (including the payment on the Effective Date or as soon thereafter as is practicable of Persons to whom notice is to be provided in respect any unpaid pre-petition fees and expenses) and the continuation of the Arrangement and payment to the Silvermex Meeting and Pre-Petition Agent on a current basis of the fees that are provided for under the manner in which such notice is to be provided; Pre-Petition Security Agreement; (biii) that the requisite approval for the Arrangement Resolution shall be two-thirds of the votes cast on the Arrangement Resolution by the Silvermex Securityholders in full force and effect; and (voting together as a single classiv) present shall not have been stayed, reversed, modified or amended in person or by proxy at the Silvermex Meeting, such that each Silvermex Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101; (c) that, in all other respects, the terms, restrictions and conditions of the articles of Silvermex, including quorum requirements and all other matters, shall apply in respect of the Silvermex Meeting; (d) for the grant of the Dissent Rights; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Silvermex Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to the terms of this Agreement, without the need for additional approval of the Court; (g) that it is First Majestic’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (h) for such other matters as First Majestic may reasonably require, subject to obtaining the prior consent of Silvermex, such consent not to be unreasonably withheld or delayedany respect.

Interim Order. As soon as reasonably practicable following after the execution date of this Agreement, and in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3, Silvermex EMV shall apply to the Court in a manner and on terms acceptable to First MajesticXos, acting reasonably, pursuant to Part 9, Division 5 of the Business Corporations Act BCBCA and prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Meeting EMV Meeting, and for the manner in which such notice is to be provided; (b) confirmation of the record date for the purposes of determining the EMV Shareholders entitled to receive of notice of and to vote at the EMV Meeting; (c) that the requisite required level of approval for the EMV Arrangement Resolution shall be two-thirds 66 2⁄3% of the votes cast on the EMV Arrangement Resolution by EMV Shareholders present in person or represented by proxy at the Silvermex Securityholders (EMV Meeting, voting together as a single class) present in person or by proxy at the Silvermex Meeting, such that each Silvermex Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101; (cd) that, that in all other respects, the terms, restrictions and conditions of the articles of Silvermex, including quorum requirements and all other matters, EMV’s Constating Documents shall apply in respect of the Silvermex EMV Meeting; (de) for the grant of the Dissent RightsRights to those EMV Shareholders who are registered EMV Shareholders as set out in the Plan of Arrangement; (ef) that the deadline for the submission of proxies by EMV Shareholders for the EMV Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior to the EMV Meeting, subject to waiver by EMV in accordance with the terms of this Agreement; (g) that the EMV Meeting may be adjourned or postponed from time to time by EMV, in accordance with the terms of this Agreement or as otherwise agreed by the Parties without the need for additional approval of the Court and without the necessity of first convening the meeting or first obtaining any vote of the EMV Shareholders respecting an adjournment or postponement; (h) that the record date for EMV Shareholders entitled to notice of, and for EMV Shareholders entitled to vote at, the EMV Meeting will not change in respect of any adjournment or postponement of the EMV Meeting; (i) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Silvermex Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to the terms of this Agreement, without the need for additional approval of the Court; (gj) that it is First Majestic’s the Parties’ intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Consideration Shares and Replacement Warrants to be issued pursuant to the Arrangement, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to persons who are entitled to receive Consideration Shares pursuant to the Arrangement and based on the Court’s approval of the Arrangement; (k) that each EMV Securityholder entitled to receive the Consideration pursuant to the Arrangement will have the right to appear before the Court so long as they enter a timely appearance and in accordance with the procedures set out in the Interim Order; (l) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and (hm) for such other matters as First Majestic EMV or Xos may reasonably require, subject to obtaining the prior consent of SilvermexXos or EMV (as applicable), such consent not to be unreasonably withheld or delayed.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, and but in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3no later than February 22, Silvermex 2019, Goldcorp shall apply to the Court in a manner acceptable to First MajesticNewmont, acting reasonably, pursuant to Section 182 of the Business Corporations Act OBCA and prepare, file and diligently pursue an application to the Court for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Goldcorp Meeting and for the manner in which such notice is to be provided; (b) for the confirmation of the record date for the Goldcorp Meeting; (c) that the requisite approval for the Arrangement Resolution shall be two-thirds 662/3% of the votes cast on the Arrangement Resolution by Goldcorp Shareholders present in person or represented by proxy at the Silvermex Securityholders (Goldcorp Meeting voting together as a single class) present in person or by proxy at the Silvermex Meeting, such that each Silvermex Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101; (cd) that the Goldcorp Meeting may be adjourned or postponed from time to time by the Goldcorp Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Goldcorp Securityholders entitled to notice of, and for Goldcorp Shareholders entitled to vote at, the Goldcorp Meeting will not change in respect of any adjournment(s) or postponement(s) of the Goldcorp Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions and conditions of the articles constating documents of SilvermexGoldcorp, including quorum requirements and all other matters, shall apply in respect of the Silvermex Goldcorp Meeting; (dg) for the grant of the Dissent RightsRights to registered holders of Goldcorp Shares as set forth in the Plan of Arrangement; (eh) that each Goldcorp Shareholder entitled to receive the Consideration and each holder of Goldcorp RSUs entitled to receive Replacement RSUs pursuant to the Arrangement will have the right to appear before the Court so long as they enter an appearance within a reasonable time and in accordance with the procedures set out in the Interim Order; (i) that it is the Parties’ intention to rely upon the exemption from the registration requirements under the U.S. Securities Act provided under Section 3(a)(10) thereof with respect to the issuance of Newmont Shares to Goldcorp Shareholders and Replacement RSUs issued to holders of Goldcorp RSUs, as the case may be, pursuant to the Arrangement, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to Goldcorp Shareholders and holders of Goldcorp RSUs, as the case may be, and based on the Court’s approval of the Arrangement; (j) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Silvermex Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to the terms of this Agreement, without the need for additional approval of the Court; (g) that it is First Majestic’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (hk) for such other matters as First Majestic Goldcorp or Newmont may reasonably require, subject to obtaining the prior consent of Silvermexthe other Party, such consent not to be unreasonably withheld or delayed.

Interim Order. As GWRC agrees that as soon as reasonably practicable following after the execution of this Agreementdate hereof GWRC shall, and in any event in sufficient time to hold the Silvermex Meeting in accordance consultation with Section 2.3, Silvermex shall apply to the Court in a manner acceptable to First Majestic, acting reasonablyGWRI, pursuant to section 291 of the Business Corporations Act and BCBCA, prepare, file and diligently pursue an application to the Court for the Interim Order, which shall provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Arrangement Meeting and for the manner in which such notice is to be provided; (b) that the requisite approval for the Arrangement Resolution shall be (i) two-thirds of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) Shareholders present in person or represented by proxy at the Silvermex Arrangement Meeting, such that each Silvermex Shareholder is entitled Common Share entitling the holder thereof to one vote for each Silvermex Share heldon the Arrangement Resolution, and (ii) a simple majority of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy at the Arrangement Meeting, excluding the votes cast by Shareholders that are required to be excluded pursuant to Section 8.1(2) of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions, each Silvermex Optionholder is entitled Common Share entitling the holder thereof to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101on the Arrangement Resolution (the “Requisite GWRC Shareholder Approval”); (c) that, in all other respects, the terms, restrictions and conditions of GWRC’s constating documents as in effect as of the articles of Silvermexdate hereof, including quorum requirements and all other matters, shall apply in respect of the Silvermex Arrangement Meeting; (d) for the grant of the Dissent RightsRights to registered holders of Common Shares in respect of the Arrangement Resolution; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Silvermex Arrangement Meeting may be adjourned or postponed from time to time by the Silvermex Board, GWRC (subject to the terms of this Agreement, ) without the need for additional approval of the Court; (g) that it is First Majestic’s intention to rely upon the exemption from registration provided by Section 3(a)(10) confirmation of the U.S. Securities Act record date for the purposes of determining the Shareholders entitled to receive material and vote at the Arrangement Meeting in accordance with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the ArrangementInterim Order; and (h) that the record date for such other matters as First Majestic may reasonably require, subject Shareholders entitled to obtaining notice of and to vote at the prior consent Arrangement Meeting will not change in respect of Silvermex, such consent not to be unreasonably withheld any adjournment(s) or delayedpostponement(s) of the Arrangement Meeting.

Interim Order. As soon as reasonably practicable following the date of execution of this Agreement, and in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3, Silvermex Xxxxxx shall apply to the Court in a manner acceptable to First MajesticSSR, acting reasonably, pursuant to the Business Corporations Act YBCA, and preparefile, file proceed with and diligently pursue an application to the Court for the Interim Order, Order which shall provide, among other things: (a1) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Alacer Meeting and for the manner in which such notice is to be provided; (b2) confirmation of the record date for the purposes of determining the Alacer Shareholders entitled to receive notice of and vote at the Alacer Meeting; (3) that the requisite approval for the Arrangement Resolution shall be two-thirds 66⅔% of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) Alacer Shareholders present in person or by proxy at the Silvermex Meeting, such that each Silvermex Alacer Meeting (the “Alacer Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101Approval”); (c4) that, that in all other respects, the terms, conditions and restrictions and conditions of the articles of SilvermexXxxxxx’s constating documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex Alacer Meeting; (d5) for the grant of Dissent Rights to registered holders of the Alacer Shares which Dissent RightsRights shall provide for an Alacer Shareholder’s written objection to the Arrangement Resolution to be received by Xxxxxx at least two days before the Alacer Meeting; (e6) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f7) that the Silvermex Alacer Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to in accordance with the terms of this Agreement, Agreement without the need for additional approval of the Court; (g8) that the record date for the Alacer Shareholders entitled to notice of and to vote at the Alacer Meeting will not, unless agreed to in writing by SSR and Alacer, change in respect of any adjournment(s) of the Alacer Meeting; (9) that it is First Majestic’s intention the Parties intend to rely upon the exemption from registration provided by Section 3(a)(10) of Exemption, subject to and conditioned on the U.S. Securities Act Court’s determination that the Arrangement is substantively and procedurally fair to the Alacer Shareholders, with respect to the issuance of the First Majestic Consideration Shares and Replacement Warrants to be issued the Alacer Shareholders pursuant to the Arrangement, based on to implement the Court’s approval transactions contemplated hereby in respect of the ArrangementAlacer Shareholders; (10) that each Alacer Shareholder and any other affected person shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response within a reasonable time; and (h11) for such other matters as First Majestic the Parties may reasonably require, subject to obtaining the prior written consent of Silvermexthe other Party, such consent not to be unreasonably withheld withheld, conditioned or delayed.

Interim Order. As soon as reasonably practicable following the date of execution of this Agreement, and in any event in sufficient time to hold the Silvermex Meeting in accordance no later than June 14, 2024, Karora shall file, proceed with Section 2.3, Silvermex shall apply to the Court in a manner acceptable to First Majestic, acting reasonably, pursuant to the Business Corporations Act and prepare, file and diligently pursue an application to the Court for the Interim OrderOrder pursuant to Section 192 of the CBCA, which shall provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Karora Meeting and for the manner in which such notice is to be provided; (b) confirmation of the record date for the purpose of determining which Karora Shareholders are entitled to receive notice of, and to vote at, the Karora Meeting; (c) that the requisite approval for the Arrangement Resolution (the “Karora Shareholder Approval”) shall be two-be: (i) two thirds of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) Karora Shareholders present in person or by proxy at the Silvermex Karora Meeting; and (ii) if, and to the extent required, a majority of the votes cast on such that each Silvermex Shareholder is entitled resolution by the Karora Shareholders present in person or represented by proxy at the Karora Meeting excluding for this purpose votes attached to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise Karora Shares held by persons described in items (a) through (d) of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise section 8.1(2) of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101; (cd) thatfor the grant of Dissent Rights to registered holders of the Karora Shares as contemplated in the Plan of Arrangement; (e) that the Karora Meeting may be adjourned or postponed from time to time by the management of Karora in accordance with the terms of this Agreement without the need for additional approval of the Court; (f) that the record date for the Karora Shareholders entitled to receive notice of and to vote at the Karora Meeting will not change in respect of any adjournment(s) or postponement(s) of the Karora Meeting, unless required by Law; (g) that the Parties intend to rely upon the Section 3(a)(10) Exemption, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to the Karora Shareholders, with respect to the issuance of the Share Consideration to the Karora Shareholders pursuant to the Arrangement, to implement the transactions contemplated hereby in respect of the Karora Shareholders; (h) that each Karora Shareholder and any other affected person shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response within a specified reasonable time; (i) that the deadline for the submission of proxies by Karora Shareholders for the Karora Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Toronto, Ontario) prior to the time of the Karora Meeting, subject to waiver by Karora in accordance with the terms of this Agreement; (j) that in all other respects, the terms, conditions and restrictions and conditions of the articles of SilvermexKarora’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex Karora Meeting; (d) for the grant of the Dissent Rights; (ek) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Silvermex Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to the terms of this Agreement, without the need for additional approval of the Court; (g) that it is First Majestic’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (hl) for such other matters as First Majestic Karora and Westgold may reasonably require, as the case may be, subject to obtaining the prior consent of Silvermexthe other Party, such consent not to be unreasonably conditioned, withheld or delayed.

Interim Order. As soon as reasonably practicable following the execution of this Agreementpracticable, and in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3, Silvermex Cardiome shall apply to the Court in a manner and on terms acceptable to First MajesticCipher, acting reasonably, pursuant to Section 192 of the Business Corporations Act and CBCA and, in cooperation with Cipher, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Cardiome Meeting and for the manner in which such notice is to be provided; (b) fix the record date for the purposes of determining the Cardiome Shareholders entitled to receive notice of and vote at the Cardiome Meeting; (c) that the requisite approval for the Cardiome Arrangement Resolution shall be at least two-thirds of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) Cardiome Shareholders present in person or by proxy at the Silvermex Meeting, Cardiome Meeting and such that each Silvermex Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together withother approval, if any, as is required by pursuant to MI 61-101, minority approval in accordance with MI 61-101101 (the “Cardiome Shareholder Approval”); (cd) that, in all other respects, the terms, conditions and restrictions and conditions of the articles constating documents of SilvermexCardiome, including quorum requirements and all other matters, shall apply in respect of the Silvermex Cardiome Meeting; (de) for the grant of Dissent Rights to the Dissent RightsCardiome Shareholders who are registered Cardiome Shareholders, as set out in the Plan of Arrangement; (ef) that the Cardiome Meeting may be adjourned or postponed from time to time by Cardiome subject to the terms of this Agreement without the need for additional approval of the Court; (g) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fh) that the Silvermex record date for Cardiome Shareholders entitled to notice of and to vote at the Cardiome Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to the terms will not change in respect of this Agreement, without the need for additional approval any adjournment(s) of the CourtCardiome Meeting, unless required pursuant to applicable Securities Laws; (gi) that it is First Majestic’s intention the Parties intend to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Consideration Shares and the Correvio Replacement Warrants Options to be issued pursuant to the Arrangement, based on ; (j) that each Cardiome Shareholder and holder of Cardiome Options shall have the Court’s approval right to appear before the Court at the hearing of the ArrangementCourt to approve the application for the Final Order so long as they enter a notice of appearance within a reasonable time; and (hk) for such other matters as First Majestic Cipher and/or Cardiome may reasonably require, subject to obtaining the prior consent of SilvermexCardiome and/or Cipher, respectively, such consent not to be unreasonably withheld or delayed.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3, Silvermex shall apply to the Court in a manner acceptable to First Majestic, acting reasonably, pursuant to the Business Corporations Act and prepare, file and diligently pursue an application for the The Interim Order, which shall Order sought by PHM will provide, among other things: : (a) for that the class only securities of Persons PHM which will be entitled to whom notice is to be provided in respect of vote on the Arrangement Resolution will be the PHM Shares and the Silvermex Meeting and for the manner in which such notice is to be provided; PHM Options; (b) that the record date for the Meeting will be the date determined by the PHM Board; (c) that each PHM Shareholder will be entitled to one vote for each PHM Share held as of the record date of the Meeting; (d) that each PHM Optionholder will be entitled to one vote for each PHM Share such PHM Optionholder would be entitled to receive upon valid exercise of the PHM Options held by such PHM Optionholder as of the record date of the Meeting; (e) that the requisite approval majority for the passing of the Arrangement Resolution shall will be at least two-thirds (66 2/3%) of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (registered PHM Shareholders and PHM Optionholders as of the record date of the Meeting present in person or represented by proxy at the Meeting, voting together as a single class; (f) present in person or by proxy at the Silvermex Meeting, such that each Silvermex Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101; (c) that, in all other respects, the terms, conditions and restrictions and conditions of the articles of SilvermexPHM's constating documents, including quorum requirements and all other matters, shall will apply in respect of the Silvermex Meeting; ; (dg) for that the grant of the PHM Securityholders will be granted Dissent Rights; ; (eh) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; ; (fi) that the Silvermex Meeting may be postponed or adjourned or postponed from time to time by the Silvermex PHM Board, subject to the terms of this Agreement, without the need for additional approval of the Court; ; (gj) that it is First Majestic’s PHM's intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities 1933 Act with respect to the issuance of the First Majestic Shares New Common Shares, Newco Shares, New PHM Options, and Replacement Warrants Newco Options, to be issued issued, distributed and exchanged, as applicable, pursuant to the Arrangement, based on the Court’s 's approval of the Arrangement; and and 10 (hk) for such other matters as First Majestic PHM may reasonably require, subject to obtaining the prior consent of Silvermex, such consent not to be unreasonably withheld or delayed.

Interim Order. As soon as reasonably practicable following after the execution date of this AgreementAgreement and the receipt of first comments from the Alignvest Securities Authorities on Alignvest’s preliminary Prospectus, and in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3, Silvermex Alignvest shall apply to the Court in a manner acceptable to First Majestic, acting reasonablyapply, pursuant to the Business Corporations Act and OBCA and, in cooperation with Sagicor, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Alignvest Arrangement and the Silvermex Alignvest Shareholder Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the Alignvest Shareholder Meeting referred to in Section 2.03(a); (c) that the requisite required level of approval for the Alignvest Arrangement Resolution shall be two-thirds of the votes cast on the Alignvest Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) Alignvest Shareholders, present in person or represented by proxy at the Silvermex Alignvest Shareholder Meeting, such that voting together as if they were a single class of shares, as required by the TSX rules, and/or as may otherwise be required by the TSX or the Ontario Court, including pursuant to Part X of the TSX Company Manual, as the same was varied by the TSX, as reflected in the Final IPO Prospectus, and as the same may be amended, supplemented or otherwise modified from time to time, each Silvermex Shareholder is entitled Alignvest Class A Share and Alignvest Class B Share entitling the holder thereof to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101on the Alignvest Arrangement Resolution; (cd) that, in all other respects, that the terms, restrictions and conditions of the articles of Silvermex, including quorum requirements and all other matters, Alignvest’s Constitutive Documents shall apply in respect of the Silvermex Alignvest Shareholder Meeting; (de) for customary dissent rights as prescribed under the grant of the Dissent RightsOBCA; (ef) for the notice requirements with respect to the presentation of the application to the Ontario Court for the Final Order; (fg) that the Silvermex Alignvest Shareholder Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to Alignvest in accordance with the terms of this Agreement, Agreement without the need for additional approval of the Ontario Court; (gh) that it is First Majestic’s intention the record date for the Alignvest Shareholders entitled to rely upon notice of and to vote at the exemption from registration provided Alignvest Shareholder Meeting will not, unless agreed to in writing by Section 3(a)(10the Parties or required by Law, change in respect of any adjournment(s) or postponement(s) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the ArrangementAlignvest Shareholder Meeting; and (hi) for such other matters as First Majestic the Parties may reasonably require, subject to obtaining the prior consent of Silvermexthe other Party, such consent not to be unreasonably withheld or delayed.

Interim Order. As soon as reasonably practicable following the execution of this Agreementdate hereof, and but in any event in sufficient time to hold not later than April 30, 2014, or such other date as the Silvermex Meeting in accordance with Section 2.3Purchaser Parties and Osisko may agree, Silvermex Osisko and New Osisko shall apply to the Court in a manner acceptable to First Majestic, acting reasonablyCourt, pursuant to section 192(3) of the Business Corporations Act CBCA and prepare, file and diligently pursue an application for the Interim Order, which shall provideOrder providing, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the Meeting; (c) that the securities of Osisko for which holders shall be entitled to vote on the Arrangement Resolution shall be the Osisko Shares and Options; (d) that Osisko Shareholders and the holders of Options shall be entitled to vote on the Arrangement Resolution, with each Osisko Shareholder and each holder of Options being entitled to one vote for each Osisko Share and each Option held by such holder; (e) that the requisite approval for the Arrangement Resolution shall be two-thirds be: (i) at least 662/3% of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (holders of Osisko Shares and holders of Options, voting together as a single class) , present in person or represented by proxy at the Silvermex Meeting; (ii) at least 662/3 % of the votes cast on the Arrangement Resolution by the holders of Osisko Shares present in person or represented by proxy at the Meeting; and (iii) if required, a simple majority of the votes cast on the Arrangement Resolution by Osisko Shareholders present in person or represented by proxy at the Meeting (excluding Osisko Shares held by certain “related parties” and “interested parties” (as such that each Silvermex Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by terms are defined in MI 61-101, minority approval ) in accordance with the requirements of MI 61-101); (cf) that, in all other respects, the terms, restrictions terms and conditions of the articles of SilvermexOsisko’s constating documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex Meeting; (dg) that Yamana, Agnico Eagle and Osisko intend to rely upon the exemption from registration provided by section 3(a)(10) of the 1933 Act in connection with: (i) the issuance of Yamana Shares; (ii) the issuance of Agnico Eagle Shares; and (iii) the issuance of New Osisko Shares, each to be issued in exchange for securities as contemplated by the Arrangement, subject to and conditioned upon the Court’s determination following a hearing that the Arrangement is fair and reasonable to Osisko Shareholders; (h) for the grant of Dissent Rights as contemplated in the Dissent RightsPlan of Arrangement; (ei) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fj) that the Silvermex Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to the terms of this Agreement, Osisko without the need for any additional approval of the Court; (gk) that it is First Majestic’s intention the record date for Osisko Shareholders entitled to rely upon notice of, and to vote at, the exemption from registration provided by Section 3(a)(10) Meeting will not change in respect of any adjournment of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the ArrangementMeeting; and (hl) for such other matters as First Majestic any of the Purchaser Parties may reasonably require, subject to obtaining the prior consent of SilvermexOsisko, such consent not to be unreasonably withheld or delayed.

Interim Order. As soon as reasonably practicable following after the execution later of this Agreement(i) 10 days after the filing of the US Gold Proxy Statement and (ii) all comments of the SEC, if any, on the US Gold Proxy Statement have been resolved, Minera Andes shall file, proceed with and in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3, Silvermex shall apply pursue an application to the Court for an Interim Order under Section 193 of the ABCA, in a manner acceptable form and substance reasonably satisfactory to First MajesticUS Gold, acting reasonably, pursuant to the Business Corporations Act and prepare, file and diligently pursue an application for the Interim Order, which shall provideproviding, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement Resolution and the Silvermex Minera Andes Meeting and for the manner in which such notice is to be provided; (b) that the requisite approval for the Arrangement Resolution shall be two-thirds be: (i) 662/3% of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) Minera Andes Shareholders, present in person or represented by proxy at the Silvermex Minera Andes Meeting; and (ii) a simple majority of the votes cast by the Minera Andes Shareholders, present in person or represented by proxy at the Minera Andes Meeting, such that each Silvermex Shareholder is entitled excluding the votes attached to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option Minera Andes Shares held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101Interested Minera Andes Shareholders; (c) that, in all other respects, the terms, restrictions and conditions provisions of the by-laws and articles of SilvermexMinera Andes, including quorum requirements and all other applicable matters, shall apply in respect of the Silvermex Minera Andes Meeting; (d) for the grant of Dissent Rights as set forth in the Dissent RightsPlan of Arrangement; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Silvermex Minera Andes Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to management of Minera Andes in accordance with the terms of this Agreement, Agreement without the need for additional approval of the Court;; and (g) confirmation of the record date for the purposes of determining the Minera Andes Shareholders entitled to receive notice and vote at the Minera Andes Meeting and that such record date will not change in respect of any adjournment(s) or postponement(s) of the Minera Andes Meeting. Minera Andes shall advise the Court that it is First Majestic’s US Gold's intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities 1933 Act with in respect of the distribution of the Exchangeable Shares to the issuance holders of the First Majestic Minera Andes Shares and Replacement Warrants to be issued pursuant as of immediately prior to the Effective Time in exchange for their Minera Andes Shares in accordance with the Plan of Arrangement, based on the Court’s approval of the Arrangement; and (h) for such other matters as First Majestic may reasonably require, subject to obtaining the prior consent of Silvermex, such consent not to be unreasonably withheld or delayed.

Interim Order. As soon as reasonably practicable following the execution of this AgreementThe application referred to in Section 2.4(a)(i) shall, unless FSD Pharma and in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3Celly Nu agree otherwise, Silvermex shall apply to the Court in include a manner acceptable to First Majestic, acting reasonably, pursuant to the Business Corporations Act and prepare, file and diligently pursue an application for request that the Interim Order, which shall Order provide, among other things: (a) that the securities of FSD Pharma for the class which holders shall be entitled to receive notice of Persons to whom notice is to be provided in respect of and vote on the Arrangement Resolution at the Meeting shall be the holders of Class B Shares, Class A Shares and the Silvermex Meeting and for the manner in which such notice is to be providedFSD Pharma Distribution Warrants; (b) for a record date, for the purposes of determining the FSD Pharma Securityholders entitled to receive notice of and vote at the Meeting; (c) that the Meeting may be adjourned or postponed from time to time by FSD Pharma without the need for additional approval by the Court; (d) that, except as required by Xxx or subsequently ordered by the Court, the record date, for the FSD Pharma Securityholders entitled to receive notice of and to vote at the Meeting will not change in respect of or as a consequence of any adjournment or postponement of the Meeting; (e) the FSD Pharma Securityholders shall be entitled to vote on the Arrangement Resolution, with each FSD Pharma Securityholder being entitled to one vote for each Class B Share held by such holder, 276,660 votes for each Class A Share held by such holder, and one vote for each FSD Pharma Distribution Warrant held by such holder, and provided that the holders of Class B Shares and FSD Pharma Distribution Warrants will vote together as a class, and the holders of Class A Shares will vote separately as a class, in each case such vote to be conducted by ballot; (f) the requisite majority for the approval for of the Arrangement Resolution shall be two-two- thirds of the votes cast on the Arrangement Resolution by the Silvermex Securityholders holders of (i) Class B Shares and FSD Pharma Distribution Warrants, voting together as a single class, and (ii) Class Shares, voting separately as a class, and in each case present in person or by proxy at the Silvermex Meeting, such that each Silvermex Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101; (cg) that, that in all other respects, the terms, conditions and restrictions and conditions of the articles of SilvermexFSD Pharma's constating documents, including quorum requirements with respect to meeting of FSD Pharma Securityholders and all other matters, shall apply in with respect of to the Silvermex Meeting; (dh) for the grant of the Dissent RightsRights to the FSD Pharma Shareholders who are registered holders of Class A Shares or Class B Shares, as set forth in the Plan of Arrangement; (ei) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Silvermex Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to the terms of this Agreement, without the need for additional approval of the Court; (g) that it is First Majestic’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (hj) for such other matters as First Majestic FSD Pharma may reasonably require, subject to obtaining the prior consent of SilvermexCelly Nu, such consent not to be unreasonably conditioned, withheld or delayed, and subject to the approval of the Court.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Silvermex Avion Meeting in accordance with Section 2.3, Silvermex Avion shall apply to the Court in a manner acceptable to First MajesticEndeavour, acting reasonably, pursuant to Section 182 of the Business Corporations Act OBCA and prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Avion Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the Avion Meeting referred to in Subsection 2.3(a); (c) that the requisite approval for the Arrangement Resolution shall be be: (i) two-thirds of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) Avion Shareholders present in person or by proxy at the Silvermex MeetingAvion Meeting and voting as a single class (the “Avion Shareholder Approval”); (ii) two-thirds of the votes cast on the Arrangement Resolution by the Avion Securityholders present in person or by proxy at the Avion Meeting and voting as a single class (the “Avion Combined Securityholder Approval”), such that with each Silvermex Shareholder is entitled Avion Option entitling the holder thereof to one vote at the Avion Meeting for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Avion Option held and by each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, such holder; and (iii) if required under applicable Law, a majority of the votes attached to the Avion Shares held by Avion Shareholders present in person or by proxy at the Avion Meeting excluding votes attached to Avion Shares held by Endeavour and any other person described in items (a) through (d) of section 8.1(2) of MI 61-101, minority approval in accordance with MI 61-101101 (the “Majority of the Minority Approval”); (cd) that, in all other respectsrespects and subject to the terms of the Interim Order, the terms, conditions and restrictions and conditions of the articles of SilvermexAvion constating documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex Avion Meeting; (de) for the grant of Dissent Rights to the Dissent RightsAvion Shareholders who are registered Avion Shareholders; (ef) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fg) that the Silvermex Avion Meeting may be adjourned or postponed from time to time by the Silvermex Board, Avion Board subject to the terms of this Agreement, Agreement without the need for additional approval of the Court;; and (gh) that it is First Majestic’s the Parties intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Consideration Shares, Adjusted Options and New Avion Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (h) for such other matters as First Majestic may reasonably require, subject to obtaining the prior consent of Silvermex, such consent not to be unreasonably withheld or delayed.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Silvermex Pubco Meeting in accordance with Section 2.3, Silvermex Pubco shall apply to the Court in a manner and on terms acceptable to First MajesticVerano, acting reasonably, pursuant to the Business Corporations Act BCBCA and prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Meeting Pubco Meeting, and for the manner in which such notice is to be provided; (b) for calling and holding the Pubco Meeting and the confirmation of the record date for the purposes of determining the holders of Pubco Shares entitled to receive materials for and vote at the Pubco Meeting referred to in Section 2.3(a); (c) that the requisite approval for the Pubco Arrangement Resolution (the “Pubco Shareholder Approval”) shall be two-thirds be: (i) 66 2/3% of the votes cast on the Pubco Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) Pubco Shareholders present in person or by proxy at the Silvermex Pubco Meeting; and (ii) a simple majority of the votes cast by minority shareholders of Pubco, such that each Silvermex Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise as contemplated by OSC Rule 56-501 and Part 12 of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61NI 41-101; (cd) that, in all other respects, unless varied by the Interim Order, the terms, conditions and restrictions and conditions of the articles of SilvermexPubco’s Governing Documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex Pubco Meeting; (d) for the grant of the Dissent Rights; (e) for the notice requirements with respect grant of certain Pubco Dissent Rights to registered Pubco Shareholders as contemplated in the presentation Plan of the application to the Court for the Final OrderArrangement; (f) that the Silvermex Pubco Meeting may be adjourned or postponed from time to time by the Silvermex BoardPubco, subject to the terms of this Agreement, without the need for additional approval of the Court; (g) that the record date for Pubco Shareholders entitled to notice of and to vote at the Pubco Meeting will not change in respect of any adjournment(s) of the Pubco Meeting, except such change as may be required by applicable Law; (h) that it is First Majestic’s the Parties’ intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act in accordance with Section 2.11; (i) for the notice requirements with respect to the issuance presentation of the First Majestic Shares and Replacement Warrants to be issued pursuant application to the Arrangement, based on Court for the Court’s approval of the ArrangementFinal Order; and (hj) for such other matters as First Majestic the Parties may reasonably require, subject to obtaining the prior consent of Silvermexthe Transacting Parties, such consent not to be unreasonably withheld or delayed.

Interim Order. (1) As soon as reasonably practicable following after the execution of this Agreement, and date hereof but in any event no less than seven Business Days after the date hereof and in sufficient time to hold permit the Silvermex GameSquare Meeting to be convened in accordance with Section 2.32.3(1), Silvermex shall apply to the Court GameSquare covenants that it will, in a manner acceptable to First MajesticEngine Gaming, acting reasonably, pursuant to in accordance with the Business Corporations Act and provisions of the OBCA, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex GameSquare Meeting and for the manner in which such notice is to be provided; (b) that, except as required by Law, the record date for GameSquare Shareholders entitled to receive notice of and to vote at the GameSquare Meeting need not change in respect of any adjournment(s) or postponement(s) of the GameSquare Meeting or any other change, unless required by Law; (c) that the requisite approval for the GameSquare Arrangement Resolution shall be two-thirds (A) 66 2/3% of the votes cast on the GameSquare Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) GameSquare Shareholders present in person Person or represented by proxy and entitled to vote at the Silvermex GameSquare Meeting and (B) a majority of the votes cast on the GameSquare Arrangement Resolution by GameSquare Shareholders present in Person or represented by proxy and entitled to vote at the GameSquare Meeting, such excluding votes attached to the GameSquare Shares that each Silvermex Shareholder is entitled are required to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled be excluded pursuant to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101; (c) that, in all other respects, the terms, restrictions and conditions of the articles of Silvermex, including quorum requirements and all other matters, shall apply in respect of the Silvermex Meeting; (d) for the grant of Dissent Rights as set forth in the Dissent RightsPlan of Arrangement; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order, including a requirement that any respondent provide notice to Engine Gaming; (f) that the Silvermex GameSquare Meeting may be adjourned or postponed from time to time by the Silvermex GameSquare Board, subject to the terms of this Agreement, without the need for additional approval of the CourtCourt and without the necessity of first convening the GameSquare Meeting or first obtaining any vote of the GameSquare Shareholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as the GameSquare Board may determine is appropriate in the circumstances; (g) that the GameSquare Meeting may be held in-person or be a virtual meeting or hybrid meeting whereby GameSquare Shareholders may join virtually; (h) that in all other respects, the terms, conditions and restrictions of GameSquare’s constating documents, including quorum requirements and other matters shall apply with respect to the GameSquare Meeting; and (i) for such other matters as GameSquare or Engine Gaming may reasonably require, subject to obtaining the consent of the other Party (such consent not to be unreasonably withheld or delayed). (2) In seeking the Interim Order, GameSquare shall advise the Court that it is First Majestic’s the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares all Consideration Shares, Replacement Warrants, Replacement Options and Replacement Warrants RSUs to be issued pursuant to the Arrangement, Arrangement based upon and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is substantively and procedurally fair and reasonable to GameSquare Securityholders, as applicable, to whom such securities will be issued by Engine Gaming pursuant to the Arrangement; and (h) for such other matters as First Majestic may reasonably require, subject to obtaining following a hearing and after consideration of the prior consent of Silvermex, such consent not to be unreasonably withheld or delayedsubstantive and procedural terms and conditions thereof.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Silvermex Nevada Holdco Meeting in accordance with Section 2.32.3 and the SVT Meeting in accordance with Section 2.4, Silvermex Nevada Holdco and SVT shall apply to the Court in a manner and on terms acceptable to First Majesticthe other, acting reasonably, pursuant to the Business Corporations Act BCBCA and prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement Business Combination, the Nevada Holdco Meeting and the Silvermex Meeting SVT Meeting, and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the purposes of determining: (i) the Nevada Holdco Shareholders entitled to receive materials for and vote at the Nevada Holdco Meeting referred to in Section 2.3(a); and (ii) the holders of SVT Shares entitled to receive materials for and vote at the SVT Meeting referred to in Section 2.4(a); (c) that the requisite approval for the Arrangement Nevada Holdco Business Combination Resolution (the “Nevada Holdco Shareholder Approval”) shall be two-thirds be: (i) 66 2/3% of the votes cast on the Arrangement Nevada Holdco Business Combination Resolution by Nevada Holdco Shareholders; and (ii) majority of the Silvermex Securityholders (voting together votes cast by minority shareholders of Nevada Holdco approving the Business Combination and the Plan of Arrangement as a single class) present in person or contemplated by proxy at the Silvermex Meeting, such that each Silvermex Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101OSC Rule 56501; (cd) that, in all other respects, the terms, conditions and restrictions and conditions of the articles of SilvermexNevada Holdco organizational documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex Nevada Holdco Meeting; (d) for the grant of the Dissent Rights; (e) for the notice requirements with respect to grant of certain Nevada Holdco Dissent Rights as contemplated in the presentation Plan of the application to the Court for the Final OrderArrangement; (f) that the Silvermex Nevada Holdco Meeting may be adjourned or postponed from time to time by the Silvermex BoardNevada Holdco, subject to the terms of this Agreement, without the need for additional approval of the Court; (g) that the record date for Nevada Holdco Shareholders entitled to notice of and to vote at the Nevada Holdco Meeting will not change in respect of any adjournment(s) of the Nevada Holdco Meeting, except such change as may be required by applicable Law; (h) that the requisite approval for the SVT Component of the Business Combination Resolution (the “SVT Shareholder Approval”) shall be: (i) 66 2/3% of the votes cast on the SVT Component of the Business Combination Resolution by SVT Shareholders; and (ii) majority of the votes cast by minority shareholders of SVT approving the Business Combination and the Plan of Arrangement, as contemplated by OSC Rule 56-501; (i) that, in all other respects, the terms, conditions and restrictions of the SVT organizational documents, including quorum requirements and other matters, shall apply in respect of the SVT Meeting; (j) for the grant of certain SVT Dissent Rights as contemplated in the Plan of Arrangement; (k) that the SVT Meeting may be adjourned from time to time by SVT, subject to the terms of this Agreement, without the need for additional approval of the Court; (l) that the record date for SVT Shareholders entitled to notice of and to vote at the SVT Meeting will not change in respect of any adjournment(s) of the SVT Meeting, except such change as may be required by applicable Law; (m) that it is First Majestic’s Nevada Holdco’s, SVT’s, and Fxxxx’x intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares Resulting Issuer Compressed Shares, the Resulting Issuer Common Shares, the Resulting Issuer Replacement Options for Compressed Shares, and the Resulting Issuer Replacement Warrants Options for Common Shares, as applicable, to be issued pursuant to the Arrangement, Business Combination based on the Court’s approval of the ArrangementBusiness Combination; (n) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and (ho) for such other matters as First Majestic Nevada Holdco, SVT, or Fxxxx may reasonably require, subject to obtaining the prior consent of SilvermexNevada Holdco, SVT, Bxxxx, Briteside, Sea Hunter, and Fxxxx, as applicable, such consent not to be unreasonably withheld or delayed.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3, Silvermex TransGlobe shall apply to the Court in a manner acceptable to First MajesticVAALCO, acting reasonably, pursuant to Section 193(2) of the Business Corporations Act ABCA and prepare, file and diligently pursue an application to the Court for the Interim Order. TransGlobe shall use commercially reasonable efforts to schedule the Interim Order hearing with the Court for the twelfth (12th) calendar day immediately following the date of filing of the VAALCO Proxy Statement with the SEC and VAALCO shall provide notice to TransGlobe as to the timing of such filing of the VAALCO Proxy Statement as soon as reasonably practicable, which provided that TransGlobe shall reschedule such hearing if SEC Clearance is not obtained (or not obtainable) by the eleventh (11th) calendar day immediately following the date of filing of the VAALCO Proxy Statement with the SEC, and provided further that in the event such hearing is rescheduled, TransGlobe shall use commercially reasonable efforts to reschedule such hearing to occur as soon as reasonably practicable following the receipt of SEC Clearance and VAALCO shall provide notice to TransGlobe as to the expected timing of such SEC Clearance as soon as reasonably practicable. The Interim Order shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex TransGlobe Meeting and for the manner in which such notice is to be provided; (b) for the confirmation of the record date for the TransGlobe Meeting; (c) that the requisite approval for the Arrangement Resolution shall be two-thirds be: (i) 662/3% of the votes cast on the Arrangement Resolution by TransGlobe Shareholders present in person or represented by proxy at the Silvermex Securityholders (TransGlobe Meeting voting together as a single class; and (ii) if required under Canadian Securities Laws, a simple majority of the votes cast on the Arrangement Resolution by TransGlobe Shareholders present in person or represented by proxy at the Silvermex Meeting, such that each Silvermex Shareholder is entitled TransGlobe Meeting after excluding the votes cast by those persons whose votes are required to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval be excluded in accordance with MI Multilateral Instrument 61-101101 – Protection of Minority Security Holders in Special Transactions; (cd) that, for purposes of the ABCA and consideration of the Arrangement Resolution, the TransGlobe Meeting may be adjourned or postponed from time to time by the TransGlobe Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for TransGlobe Shareholders entitled to notice of, and for TransGlobe Shareholders entitled to vote at, the TransGlobe Meeting will not change in respect of any adjournment(s) or postponement(s) of the TransGlobe Meeting, unless required by the Court or applicable Laws; (f) that, subject to the discretion of the Court, the TransGlobe Meeting may be held as a virtual-only or hybrid shareholder meeting and that TransGlobe Shareholders that participate in the TransGlobe Meeting by virtual means will be deemed to be present at the TransGlobe Meeting; (g) that, if a virtual-only TransGlobe Meeting is held with the approval of the Court, such TransGlobe Meeting will be deemed to be held at the location of TransGlobe’s registered office; (h) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions and conditions of the articles constating documents of SilvermexTransGlobe, including quorum requirements and all other matters, shall apply in respect of the Silvermex TransGlobe Meeting; (di) for the grant of the Dissent RightsRights to registered holders of TransGlobe Shares as set forth in the Plan of Arrangement; (ej) that each TransGlobe Shareholder entitled to receive the Consideration pursuant to the Arrangement will have the right to appear before the Court so long as they enter an appearance within a reasonable time and in accordance with the procedures set out in the Interim Order; (k) that it is the Parties’ intention to rely upon the exemption from the registration requirements under the U.S. Securities Act provided under Section 3(a)(10) thereof with respect to the issuance of VAALCO Shares to TransGlobe Shareholders pursuant to the Arrangement, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to TransGlobe Shareholders, as the case may be, and based on the Court’s approval of the Arrangement; (l) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Silvermex Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to the terms of this Agreement, without the need for additional approval of the Court; (g) that it is First Majestic’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (hm) for such other matters as First Majestic TransGlobe or VAALCO may reasonably require, subject to obtaining the prior consent of Silvermexthe other Party, such consent not to be unreasonably withheld or delayed.

Interim Order. As soon as reasonably practicable following the execution The notice of this Agreement, and in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3, Silvermex shall apply to the Court in a manner acceptable to First Majestic, acting reasonably, pursuant to the Business Corporations Act and prepare, file and diligently pursue an originating application for the Interim Order, which Order referred to in Section 2.2(a) shall request that the Interim Order provide, among other things: (a) for the class calling and holding of Persons the DirectCash Meeting, including the confirmation of the Record Date for determining the classes of persons to whom notice is to be provided in respect of the Arrangement and the Silvermex DirectCash Meeting and for the manner in which such notice is to be provided; (b) that the DirectCash Shareholders shall be entitled to vote with respect to the Arrangement Resolution, with each DirectCash Shareholder being entitled to one vote for each Common Share held; (c) that, subject to the approval of the Court, the requisite approval for the Arrangement Resolution by the DirectCash Shareholders shall be two-thirds be (i) not less than 66 2/3% of the votes cast on the Arrangement Resolution by the Silvermex Securityholders DirectCash Shareholders present in person or represented by proxy at the DirectCash Meeting; and (voting together as ii) a single class) majority of the votes cast by the DirectCash Shareholders present in person or by proxy at the Silvermex DirectCash Meeting, such that each Silvermex Shareholder is entitled after excluding the votes cast by those persons whose votes must be excluded pursuant to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101; (collectively, minority approval in accordance with MI 61-101;the “Shareholders’ Vote”) (cd) that, in all other respects, that the terms, restrictions and conditions of the articles of SilvermexDirectCash Organizational Documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex DirectCash Meeting; (de) for the grant of the Dissent RightsRights to registered DirectCash Shareholders in the manner contemplated in the Plan of Arrangement; (ef) for the notice requirements with respect to the presentation of the application to the Court for the a Final Order; (fg) that the Silvermex DirectCash Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to the terms of in accordance with this Agreement, Agreement without the need for additional approval of by the Court; (gh) that it is First Majestic’s intention to rely upon the exemption from registration provided by Section 3(a)(10) Record Date will not change in respect of or as a consequence of any adjournment or postponement of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the ArrangementDirectCash Meeting, based on the Court’s approval of the Arrangementunless required by Law; and (hi) for such other matters as First Majestic the Parent may reasonably require, subject to obtaining the prior written consent of SilvermexDirectCash, such consent not to be unreasonably withheld or delayed.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Silvermex Orko Meeting in accordance with Section 2.3, Silvermex Orko shall apply to the Court in a manner acceptable to First MajesticCoeur, acting reasonably, pursuant to the Business Corporations Act and prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Orko Meeting and for the manner in which such notice is to be provided; (b) that the requisite approval for the Arrangement Resolution shall be two-thirds of the votes cast on the Arrangement Resolution by the Silvermex Orko Securityholders (voting together as a single class) present in person or represented by proxy at the Silvermex Meeting, Orko Meeting such that each Silvermex Orko Shareholder is entitled to one vote for each Silvermex Orko Share held, held and each Silvermex Orko Optionholder is entitled to one vote for each Silvermex Orko Share issuable upon exercise of each Silvermex an Orko Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together withby such Orko Optionholder and, if applicable, any “majority of the minority” vote required by MI 61-101, minority approval in accordance with MI 61-101under applicable Securities Laws; (c) that, in all other respects, the terms, restrictions and conditions of the articles of SilvermexOrko, including quorum requirements and all other matters, shall apply in respect of the Silvermex Orko Meeting; (d) for the grant of the Dissent Rights; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Silvermex Orko Meeting may be adjourned or postponed from time to time by the Silvermex Orko Board, subject to the terms of this Agreement, without the need for additional approval of the Court; (g) that it is First MajesticCoeur’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Coeur Shares and Replacement the Coeur Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (h) for such other matters as First Majestic Coeur may reasonably require, subject to obtaining the prior consent of SilvermexOrko, such consent not to be unreasonably withheld or delayed.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, and but in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3no later than February 20, Silvermex 2020, Ample shall apply to the Court in a manner acceptable to First MajesticAkerna, acting reasonably, pursuant to the Business Corporations Act OBCA and prepare, file and diligently pursue an application for to the Court of the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Ample Meeting and for the manner in which such notice is to be provided; (b) that the requisite approval for the Arrangement Resolution shall be two-thirds 66 2/3% of the votes cast on the Arrangement Resolution by Ample Shareholders present in person or represented by proxy at the Silvermex Securityholders (Ample Meeting voting together as a single class) present in person or by proxy at the Silvermex Meeting, such that each Silvermex Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101the affirmative vote of the holders holding not less than a majority of the Ample Preferred Shares; (c) that it is the intention of Akerna and Purchaser to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares and Akerna Shares to be issued pursuant to the exchange of Exchangeable Shares, in each case in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Ample Meeting may be adjourned or postponed from time to time by the Ample Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Ample Shareholders entitled to notice of and to vote at the Ample Meeting will not change in respect of any adjournment(s) or postponements of the Ample Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions and conditions of the articles constating documents of SilvermexAmple, including quorum requirements and all other matters, shall apply in respect of the Silvermex Ample Meeting; (dg) for the grant of the Dissent RightsRights to registered holders of Ample Shares as set forth in the Plan of Arrangement; (eh) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Silvermex Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to the terms of this Agreement, without the need for additional approval of the Court; (g) that it is First Majestic’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (hi) for such other matters as First Majestic Akerna may reasonably require, subject to obtaining the prior consent of SilvermexAmple, such consent not to be unreasonably withheld withheld, conditioned or delayed.

Interim Order. As soon promptly as reasonably practicable following after the execution date of this Agreement, Agreement and in any event in sufficient time to hold within 15 days following the Silvermex Meeting in accordance with Section 2.3date hereof, Silvermex XS shall apply to the Court in a manner acceptable to First Majestic, acting reasonably, pursuant to Section 291 of the Business Corporations Act and BCBCA and, in cooperation with Purchaser, prepare, file and diligently pursue advance an application to the Court for the Interim Order, which shall Interim Order must provide, among other things: (a) for the calling and holding of the XS Meeting for the purpose of considering, and, if deemed advisable, approving the Arrangement Resolution, including the class of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex XS Meeting and for the manner in which such notice is to be provided; (b) for the XS Meeting to be called, held and conducted in accordance with the provisions of the BCBCA, the notice of articles and articles of XS, applicable Laws and the Interim Order; (c) that the requisite approval for the Arrangement Resolution shall be two-thirds the affirmative vote of: (i) 66 2/3% of the votes cast on the Arrangement Resolution by the Silvermex holders of PV Shares present in person or represented by proxy at the XS Meeting; (ii) 66 2/3% of the votes cast on the Arrangement Resolution by the holders of SV Shares present in person or represented by proxy at the XS Meeting; (iii) 66 2/3% of the votes cast on the Arrangement Resolution by all XS Securityholders (present in person or represented by proxy at the XS Meeting, voting together as a single class; (iv) present in person or by proxy at the Silvermex Meeting, such that each Silvermex Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval a majority of the votes cast by the holders of SV Shares present in accordance with person or represented by proxy at the XS Meeting, excluding for this purpose votes attached to SV Shares held by the holders of SV Shares required to be excluded by MI 61-101;; and (cv) thatif required by MI 61-101, in all other respects, the terms, restrictions and conditions a majority of the articles votes cast by the holders of SilvermexPV Shares present in person or represented by proxy at the XS Meeting, including quorum requirements and all other matters, shall apply in respect excluding for this purpose votes attached to PV Shares held by the holders of the Silvermex MeetingPV Shares required to be excluded by MI 61-101; (d) for the grant of Dissent Rights only to registered XS Shareholders as of the Dissent Rightsrecord date for XS Shareholders entitled to notice of and to vote at the XS Meeting, as set forth in the Plan of Arrangement; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that each XS Securityholder and any other affected Person shall have the Silvermex right to appear before the Court at the hearing of the application for the Final Order so long as they enter an appearance within a reasonable time and are in accordance with the procedures set out in the Interim Order; (g) that the XS Meeting may be adjourned or postponed from time to time by XS in accordance with the Silvermex Boardterms of this Agreement or as otherwise agreed to by the Parties without the need (h) confirmation of the record date for the purposes of determining the XS Securityholders entitled to receive notice of and vote at the XS Meeting in accordance with the Interim Order and exercise Dissent Rights and that the record date will not change as a result of any adjournments or postponements of the XS Meeting; (i) that the deadline for the submission of proxies by XS Securityholders for the XS Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior to the XS Meeting, subject to waiver by XS in accordance with the terms of this Agreement, without the need for additional approval of the Court; (g) that it is First Majestic’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (hj) for such other matters as First Majestic Purchaser or XS may reasonably requirerequire in connection with this Agreement, subject to obtaining the prior consent of SilvermexPurchaser and XS, as applicable, such consent not to be unreasonably withheld or delayed, and subject to approval of the Court.

Interim Order. As The Company agrees that as soon as reasonably practicable following after the execution of this Agreementdate hereof, and but in any event in sufficient time to hold no later than November 30, 2015, or such other date as the Silvermex Meeting in accordance with Section 2.3Acquiror and the Company may agree, Silvermex shall apply to the Court Company, in a manner reasonably acceptable to First Majesticthe Acquiror, acting reasonably, shall apply for the Interim Order pursuant to Division 5 of Part 9 of the Business Corporations Act and BCBCA and, in co-operation with the Acquiror, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Meeting and for the manner in which such notice is to be provided; (b) that the securities of the Company for which holders shall be entitled to vote on the Arrangement Resolution shall be Common Shares and Warrants; (c) that Securityholders shall be entitled to vote on the Arrangement Resolution, with each Securityholder being entitled to one vote for each Common Share, and one vote for each Common Share underlying the Warrants held by such Securityholder, as applicable; (d) that the requisite approval for the Arrangement Resolution shall be twobe: (i) at least 66⅔% of the votes cast by the Shareholders, present in person or represented by proxy at the Meeting, voting as a single class; (ii) at least 66⅔% of the votes cast by the Warrantholders, present in person or represented by proxy at the Meeting, voting as a single class; and (iii) if required under MI 61-thirds 101, a simple majority of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) Shareholders present or in person or represented by proxy at the Silvermex MeetingMeeting (excluding any votes attached to Common Shares, such that each Silvermex Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise held by persons described in section 8.1(2) of each Silvermex Option held MI 61-101); and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, (iv) if required by under MI 61-101, minority approval a simple majority of the votes cast on the Arrangement Resolution by Warrantholders present in accordance with person or represented by proxy at the Meeting (excluding any votes attached to Warrants held by persons described in section 8.1(2) of MI 61-101) (collectively the “Securityholder Approval”); (ce) that, in all other respects, the terms, restrictions and conditions of the articles of SilvermexCompany Governing Documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex Meeting; (df) that the Acquiror intends to rely upon the exemption from registration provided by section 3(a)(10) of the U.S. Securities Act with respect to the issuance of Acquiror Shares in exchange for Common Shares and Replacement Warrants in exchange for Warrants as contemplated by the Arrangement, subject to and conditioned upon the Court's determination following a hearing that the Arrangement is fair and reasonable to the Securityholders; (g) for the grant of Dissent Rights as contemplated in the Dissent RightsPlan of Arrangement; (eh) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fi) that the Silvermex Meeting may be adjourned or postponed from time to time by the Silvermex Board, Company subject to the terms of this Agreement, Agreement without the need for additional approval of the Court; (gj) that it is First Majestic’s intention the record date for the Securityholders entitled to rely upon notice of, and to vote at, the exemption from registration provided by Section 3(a)(10Meeting shall not change in respect of any adjournment(s) or postponement(s) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the ArrangementMeeting; and (hk) for such other matters as First Majestic the Acquiror may reasonably require, subject to obtaining the prior consent of Silvermexthe Company, such consent not to be unreasonably withheld or delayed.

Interim Order. As HighGold shall, as soon as reasonably practicable following the execution date of this Agreement, and in any event in sufficient time to hold file, furnish and mail the Silvermex Meeting HighGold Circular in accordance with Section 2.32.5, Silvermex shall apply to the Court in a manner acceptable to First MajesticContango, acting reasonably, pursuant to subsection 291 of the Business Corporations Act and BCBCA and, in cooperation with Contango, prepare, file and diligently pursue an application to the Court for the Interim Order, which shall provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Silvermex HighGold Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the purposes of determining the Affected Securityholders entitled to vote at the HighGold Meeting (which date shall be fixed and filed by HighGold in consultation with Contango, acting reasonably) and that such record date will not change in respect of any adjournment(s) or postponement(s) of the HighGold Meeting; (c) that the requisite approval for the Arrangement HighGold Resolution shall be two-thirds be: (i) 66⅔% of the votes cast on the Arrangement HighGold Resolution by the Silvermex Securityholders (voting together as a single class) HighGold Shareholders present in person or represented by proxy at the Silvermex HighGold Meeting, such that with each Silvermex HighGold Share entitling a HighGold Shareholder is entitled to one vote for vote; and (ii) 66⅔% of the votes cast on the HighGold Resolution by the Affected Securityholders present in person or represented by proxy at the HighGold Meeting voting together as members of a single class, with each Silvermex Share held, each Silvermex Optionholder is entitled Affected Security entitling an Affected Securityholder to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101vote; (cd) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the articles of SilvermexHighGold’s constating documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex HighGold Meeting; (de) for the grant of Dissent Rights to those HighGold Shareholders who are registered holders of XxxxXxxx Xxxxxx as of the Dissent Rightsrecord date of the HighGold Meeting; (ef) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fg) that the Silvermex HighGold Meeting may be adjourned or postponed from time to time by the Silvermex Board, HighGold Board subject to the terms of this Agreement, Agreement without the need for additional approval of the Court; (gh) that each Affected Securityholder will have the right to appear before the Court at the hearing of the application for the Final Order so long as they enter an appearance within a reasonable time and are in accordance with the procedures set out in the Interim Order; (i) that the deadline for the submission of proxies by Affected Securityholders for the HighGold Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior to the HighGold Meeting, subject to waiver by HighGold in accordance with the terms of this Agreement; (j) that it is First Majestic’s the Parties’ intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (h) for such other matters as First Majestic may reasonably require, subject to obtaining the prior consent of Silvermex, such consent not to be unreasonably withheld or delayed.Section 3(a)

Interim Order. As soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3, Silvermex shall apply to the Court in a manner acceptable to First Majestic, acting reasonably, pursuant to the Business Corporations Act and prepare, file and diligently pursue an application for the The Interim Order, which shall Order sought by Orex will provide, among other things: (a) for that the class only securities of Persons Orex which will be entitled to whom notice is to be provided in respect of vote on the Arrangement Resolution will be the Orex Shares, Orex Options and the Silvermex Meeting and for the manner in which such notice is to be providedOrex Warrants; (b) that the record date for the Meeting will be the date determined by the Orex Board; (c) that each Orex Shareholder will be entitled to one vote for each Orex Share held; (d) that each Orex Optionholder will be entitled to one vote for each Orex Share such Orex Optionholder would be entitled to receive upon valid exercise of the Orex Options held by such Orex Optionholder as of the record date of the Meeting; (e) that each Orex Warrantholder will be entitled to one vote for each Orex Share such Orex Warrantholder would be entitled to receive upon valid exercise of the Orex Warrants held by such Orex Warrantholder as of the record date of the Meeting; (f) that the requisite approval majorities for the passing of the Arrangement Resolution shall be will be: (i) at least two-thirds (66 2/3%) of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (registered Orex Shareholders and Orex Optionholders present in person or represented by proxy at the Meeting, voting together as a single class; and (ii) at least two-thirds (66 2/3%) of the votes cast on the Arrangement Resolution by the Orex Warrantholders present in person or represented by proxy at the Silvermex Meeting, such that each Silvermex Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101voting as a single class; (cg) that, that in all other respects, the terms, conditions and restrictions and conditions of the articles of SilvermexOrex's constating documents, including quorum requirements and all other matters, shall will apply in respect of the Silvermex Meeting; (dh) for that the grant of the Orex Securityholders will be granted Dissent Rights; (ei) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fj) that the Silvermex Meeting may be postponed or adjourned or postponed from time to time by the Silvermex Orex Board, subject to the terms of this Agreement, without the need for additional approval of the Court; (gk) that it is First Majestic’s Orex's intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities 1933 Act with respect to the issuance of the First Majestic Shares New Common Shares, Spinco Shares, New Orex Options, Spinco Options, New Orex Warrants and Replacement Spinco Warrants to be issued issued, distributed and exchanged, as applicable, pursuant to the Arrangement, based on the Court’s 's approval of the Arrangement; and (hl) for such other matters as First Majestic Orex may reasonably require, subject to obtaining the prior consent of Silvermex, such consent not to be unreasonably withheld or delayed.

Interim Order. As Trinidad agrees that as soon as reasonably practicable following after the execution of this Agreementdate hereof, and in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3, Silvermex Trinidad shall apply to the Court in a manner reasonably acceptable to First MajesticPrecision pursuant to section 193 of the ABCA and, in cooperation with Precision, acting reasonably, pursuant to the Business Corporations Act and prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the class calling and the holding of the Trinidad Meeting, including the record date for determining the Persons to whom notice of the Trinidad Meeting is to be provided in respect of and for determining the Arrangement and Persons entitled to vote at the Silvermex Trinidad Meeting and for the manner in which such notice is to be provided; (b) that the securities of Trinidad for which holders as at the record date established for the Trinidad Meeting shall be entitled to vote on the Arrangement Resolution shall be the Trinidad Shares, the Trinidad Options and the Trinidad SARs, all voting together as a single class; (c) that all Trinidad Securityholders as at the record date established for the Trinidad Meeting shall be entitled to vote on the Arrangement Resolution, with each Trinidad Securityholder being entitled to one vote for each Trinidad Share, Trinidad Option and Trinidad SAR held by it; (d) that subject to the approval of the Court, the requisite level of approval for the Arrangement Resolution shall be at least: (i) two-thirds of the aggregate votes cast on the Arrangement Resolution by those Trinidad Securityholders present in person or represented by proxy at the Trinidad Meeting; and (ii) if required, a majority of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) Trinidad Shareholders present in person or represented by proxy at the Silvermex Trinidad Meeting, such excluding Trinidad Shares that each Silvermex Shareholder is entitled are required to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled be excluded pursuant to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101; 101 for purposes of the Arrangement; (ce) that, in all other respects, the terms, restrictions and conditions of the articles constating documents of SilvermexTrinidad, including quorum requirements and all other matters, shall apply in respect of the Silvermex Trinidad Meeting; (d) for , except as modified by the grant of the Dissent Rights; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Interim Order; (f) that the Silvermex Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to the terms of this Agreement, without the need for additional approval of the Court; (g) that it is First Majestic’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (h) for such other matters as First Majestic may reasonably require, subject to obtaining the prior consent of Silvermex, such consent not to be unreasonably withheld or delayed.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Silvermex RDK Meeting in accordance with Section 2.3, Silvermex or such other date as CBK and RDK may agree in writing, RDK shall apply to the Court for the Interim Order in a manner acceptable to First MajesticCBK, acting reasonably, pursuant to Part 9 of Division 5 of the Business Corporations Act and in co-operation with CBK prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) : for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex RDK Meeting and for the manner in which such notice is to be provided; (b) ; that RDK Shareholders shall be entitled to vote on the Arrangement Resolution, with each RDK Shareholder being entitled to one vote for each RDK Share; that the requisite approval for the Arrangement Resolution shall be at least two-thirds of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (RDK Shareholders present in person or represented by proxy at the RDK Meeting and entitled to vote thereat voting together as a single class) present in person or by proxy at the Silvermex Meeting, such that each Silvermex Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if as required by MI 61-101, minority approval in accordance with MI 61-101; (c) ; that, in all other respects, the terms, restrictions and conditions of the articles of SilvermexRDK, including quorum requirements and all other matters, shall apply in respect of the Silvermex RDK Meeting; (d) ; for the grant of the Dissent Rights; (e) Rights as contemplated in the Plan of Arrangement to registered holders of the RDK Shares; for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) ; that the Silvermex RDK Meeting may be adjourned or postponed from time to time by the Silvermex Board, RDK Board subject to the terms of this Agreement, without the need for additional approval of the Court; (g) ; that it is First MajesticCBK’s intention to rely upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) of the U.S. Securities Act thereof with respect to the issuance and exchange of the First Majestic Shares and Replacement Warrants CBK Consideration Shares, to be issued and exchanged for securities pursuant to the Arrangement, based on the Court’s approval determination following a hearing that the Arrangement is fair and reasonable to the RDK Shareholders; that the record date for the RDK Shareholders entitled to notice and to vote at the RDK Meeting shall not change in respect of any adjournment(s) or postponement(s) of the ArrangementRDK Meeting unless required by Law; and (h) and for such other matters as First Majestic RDK or CBK may reasonably require, subject to obtaining the prior consent of Silvermexthe other Party, such consent not to be unreasonably withheld withheld, conditioned or delayed.

Interim Order. As Tahoe shall, as soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Silvermex Tahoe Meeting in accordance with Section 2.32.4, Silvermex shall apply to the Court in a manner acceptable to First MajesticPan American, acting reasonably, pursuant to subsection 291(2) of the Business Corporations Act and BCBCA and, in cooperation with Pan American, prepare, file and diligently pursue an application to the Court for the Interim Order, which shall provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Tahoe Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the Tahoe Meeting (which date shall be fixed and filed by Tahoe in consultation with Pan American, acting reasonably); (c) that the requisite approval for the Arrangement Tahoe Resolution shall be two-thirds (i) 66⅔% of the votes cast on the Arrangement Tahoe Resolution by the Silvermex Securityholders (voting together as a single class) Tahoe Shareholders present in person or represented by proxy at the Silvermex Tahoe Meeting, such that with each Silvermex Tahoe Share entitling a Tahoe Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise vote; and (ii) a simple majority of each Silvermex Option the votes cast on the Tahoe Resolution by Tahoe Shareholders present in person or represented by proxy at the Tahoe Meeting (excluding Tahoe Securities held by certain “related parties” and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by “interested parties” (as such terms are defined in MI 61-101, minority approval ) in accordance with the requirements of MI 61-101); (cd) that, in all other respects, the terms, restrictions and conditions of the articles of SilvermexTahoe’s constating documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex Tahoe Meeting; (de) for the grant of Dissent Rights to the Dissent RightsTahoe Shareholders who are registered holders of Tahoe Shares; (ef) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fg) that the Silvermex Tahoe Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to the terms of this Agreement, Tahoe without the need for additional approval of the Court; (gh) that the record date for Tahoe Securityholders entitled to receive notice of and vote at the Tahoe Meeting will not change in respect of any adjourned Tahoe Meeting; (i) for the notice requirement with respect to the application to the Court for the Final Order; (j) that each Tahoe Securityholder entitled to Consideration pursuant to the Arrangement will have the right to appear before the Court so long as they enter an appearance within a reasonable time and are in accordance with the procedures set out in the Interim Order; (k) that it is First Majestic’s the Parties’ intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (h) for such other matters as First Majestic may reasonably require, subject to obtaining the prior consent of Silvermex, such consent not to be unreasonably withheld or delayed.Section 3(a)

Interim Order. As soon as reasonably practicable following the execution of this Agreement, and The application referred to in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3, Silvermex 2.5(a) shall apply to the Court in a manner acceptable to First Majestic, acting reasonably, pursuant to the Business Corporations Act and prepare, file and diligently pursue an application for request that the Interim Order, which shall Order provide, among other things: (a) for the class classes of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex IPL Shareholders' Meeting and for the manner in which such notice is to be provided; (b) that the requisite approval for the Arrangement Resolution to be placed before the IPL Shareholders shall be two-thirds 66 2/3% of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) IPL Shareholders present in person or by proxy at the Silvermex Meeting, IPL Shareholders' Meeting (such that each Silvermex IPL Shareholder is entitled to one vote for each Silvermex IPL Common Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with) and, if required under Canadian Securities Laws, by MI 61-101, minority approval a majority of the votes cast on the Arrangement Resolution by IPL Shareholders present in accordance with person or by proxy at the IPL Shareholders' Meeting after excluding the votes of those Persons whose votes are required to be excluded under MI 61-101; (c) IPL shall be authorized to hold the IPL Shareholders’ Meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during such meeting; (d) that the IPL Shareholders' Meeting or Pembina Shareholders’ Meeting may be adjourned or postponed from time to time by IPL or Pembina, respectively, in accordance with the terms of this Agreement without the need for additional approval of the Court, and that notice of such adjournment or postponement may be given by such method as IPL or Pembina, as applicable, determines is appropriate in the circumstances, and that the time period required for any such adjournment or postponement shall be for such time period or periods as IPL or Pembina, as applicable, deems advisable; (e) that IPL and Pembina are authorized to make such amendments, revisions or supplements the ("Supplemental Information") to the Joint Proxy Circular, form of proxy, notices of the IPL Shareholders’ Meeting and Pembina Shareholders’ Meeting, letter of transmittal and notice of originating application and similar documents (collectively, the "Meeting Materials") as they may determine, and IPL and Pembina may disclose such Supplemental Information, including any material changes, by the method and in the time most reasonably practicable in the circumstances as determined by IPL or Pembina, as applicable, (including, without limitation, by press release, news release, newspaper advertisement or by notice sent to the IPL Shareholders or Pembina Shareholders, as applicable, by any of the means the Meeting Materials are otherwise sent to such holders), and IPL and Pembina need not observe the 21 day or other meeting notice requirements required under applicable Laws; and without limiting the generality of the foregoing, if any material change or material fact arises between the date of the Interim Order and the date of the IPL Shareholders’ Meeting or Pembina Shareholders’ Meeting, which change or fact, if known prior to mailing of the Joint Proxy Circular, would have been disclosed in the Joint Proxy Circular, then: (i) each of IPL and Pembina shall advise the IPL Shareholders and Pembina Shareholders, respectively, of the material change or material fact by disseminating a news release in accordance with applicable securities laws and the policies of the Exchanges; and (ii) provided that the foregoing new release describes the applicable material change or material fact in reasonable detail, neither IPL nor Pembina shall be required to deliver an amendment to the Joint Information Circular to the IPL Shareholders or Pembina Shareholders, respectively, or otherwise give notice to the IPL Shareholders or Pembina Shareholders, respectively, of the material change or material fact other than dissemination and filing of such news release; (f) that the record date for IPL Shareholders entitled to notice of and to vote at the IPL Shareholders' Meeting will not change in respect of any adjournment(s) or postponement(s) of the IPL Shareholders' Meeting; (g) that, in all other material respects, the terms, restrictions and conditions of the articles constating documents of SilvermexIPL, including quorum requirements and all other matters, shall apply in respect of the Silvermex IPL Shareholders' Meeting; (dh) for the grant of the Dissent RightsRights as set forth in the Plan of Arrangement; (ei) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;; and (fj) for such other matters as Pembina may reasonably request or that the Silvermex Meeting Parties may be adjourned or postponed from time agree in writing, each acting reasonably. In the application referred to time by in Section 2.5(a), IPL shall inform the Silvermex Board, subject to Court that the terms of this Agreement, without the need for additional approval of the Court; (g) that it is First Majestic’s intention Parties intend to rely upon on the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to for the issuance of the First Majestic Pembina Common Shares and Replacement Warrants to be issued pursuant to the ArrangementArrangement and that, based on in connection therewith, the Court’s approval Court will be required to approve the substantive and procedural fairness of the Arrangement; and (h) terms and conditions of the Arrangement to each Person to whom Pembina Common Shares will be issued. Each Person to whom Pembina Common Shares will be issued on completion of the Arrangement will be given adequate notice advising them of their right to attend and appear before the Court at the hearing of the Court for the Final Order and providing them with adequate information to enable such other matters as First Majestic may reasonably require, subject Person to obtaining the prior consent of Silvermex, exercise such consent not to be unreasonably withheld or delayedright.

Interim Order. (1) As soon as reasonably practicable following after the execution of this Agreement, and date hereof but in any event in sufficient time to hold permit the Silvermex Aphria Meeting to be convened in accordance with Section 2.32.3(1), Silvermex shall apply to the Court Aphria covenants that it will, in a manner acceptable to First MajesticTilray, acting reasonably, pursuant to in accordance with the Business Corporations Act and provisions of the OBCA, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (ai) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Aphria Meeting and for the manner in which such notice is to be provided; (bii) that the record date for Aphria Shareholders entitled to notice of and to vote at the Aphria Meeting need not change in respect of any adjournment(s) or postponement(s) of the Aphria Meeting or any other change, unless required by Law; (iii) that the requisite approval for the Arrangement Resolution shall be two-thirds 662/3% of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) holders of Aphria Shares, present in person Person or represented by proxy and entitled to vote at the Silvermex Meeting, such that each Silvermex Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101; (c) that, in all other respects, the terms, restrictions and conditions of the articles of Silvermex, including quorum requirements and all other matters, shall apply in respect of the Silvermex Aphria Meeting; (div) for the grant of Dissent Rights as set forth in the Dissent RightsPlan of Arrangement; (ev) for the notice requirements with respect to the presentation of the application to the Court for the Final Order, including a requirement that any respondent provide notice to Tilray; (fvi) that the Silvermex Aphria Meeting may be adjourned or postponed from time to time by the Silvermex Boardmanagement of Aphria, subject to the terms of this Agreement, without the need for additional approval of the CourtCourt and without the necessity of first convening the Aphria Meeting or first obtaining any vote of the Aphria Shareholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as the Aphria Board may determine is appropriate in the circumstances; (gvii) that the Aphria Meeting may be held in-person or be a virtual meeting or hybrid meeting whereby Aphria Shareholders may join virtually; (viii) that in all other respects, the terms, conditions and restrictions of Aphria’s constating documents, including quorum requirements and other matters shall apply with respect to the Aphria Meeting; and (ix) subject to the consent of Aphria (such consent not to be unreasonably withheld or delayed), shall also include a request that the Interim Order provide for such other matters as Tilray may reasonably require. (2) In seeking the Interim Order, Aphria shall advise the Court that it is First Majestic’s the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares all Consideration Shares, Replacement DSUs, Replacement RSUs, Replacement Options and Replacement Warrants to be issued pursuant to the Arrangement, Arrangement based upon and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to holders of Aphria Shares, Aphria RSUs, Aphria DSUs, Aphria Options and Aphria Warrants, as applicable, to whom such securities will be issued by Tilray pursuant to the Arrangement; and (h) for such other matters as First Majestic may reasonably require, subject to obtaining following a hearing and after consideration of the prior consent of Silvermex, such consent not to be unreasonably withheld or delayedsubstantive and procedural terms and conditions thereof.

Interim Order. As soon as reasonably practicable following after the execution date of this Agreement, the Company and in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3, Silvermex AP Preferred Equity Issuer shall apply to the Court in a manner acceptable to First Majesticthe Purchasers, acting reasonably, pursuant to Section 291 of the Business Corporations Act and BCBCA and, in cooperation with the Purchasers, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (a) for the class classes of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Meeting Company Meetings and for the manner in which such notice is to be provided; (b) that the requisite level of approval for the Arrangement Resolution shall be (i) the favourable vote of holders of not less than two-thirds of the votes cast on the Arrangement Resolution such resolution by the Silvermex Securityholders (voting together as a single class) Common Shareholders present in person or represented by proxy at the Silvermex Common Shareholder Meeting and (ii) the favourable vote of holders of not less than a simple majority of the votes cast on such resolution by Common Shareholders present in person or represented by proxy at the Common Shareholder Meeting, such that each Silvermex Shareholder is entitled excluding for this purpose votes attached to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise Common Shares held by Persons described in items (a) through (d) of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise Section 8.1(2) of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101; (c) that the requisite level of approval for the Preferred Shareholder Resolution shall be the favourable vote of holders of not less than two- thirds of the votes cast on such resolution by Preferred Shareholders present in person or represented by proxy at the AP Preferred Equity Issuer Meeting (such Preferred Shareholders voting together as a single class) and voted upon the Preferred Shareholder Resolution; (d) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the articles of SilvermexCompany Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex Company Meetings, except that the terms, restrictions and conditions of the AP Preferred Equity Issuer Constating Documents, including quorum requirements and all other matters, shall apply to the voting by the Preferred Shareholders at the AP Preferred Equity Issuer Meeting; (de) for the grant of the Dissent RightsRights to those Common Shareholders who are registered Common Shareholders and to those Preferred Shareholders who are registered Preferred Shareholders as contemplated in the Plan of Arrangement; (ef) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fg) that the Silvermex Meeting Company Meetings may be adjourned or postponed from time to time by the Silvermex Board, subject to Company and the AP Preferred Equity Issuer in accordance with the terms of this Agreement, Agreement or as otherwise agreed to by the Parties without the need for additional approval of the Court; (gh) that it is First Majestic’s intention the record date for Common Shareholders and the Preferred Shareholders entitled to rely upon notice of and to vote at the exemption from registration provided by Section 3(a)(10) Company Meetings will not change in respect of any adjournment or postponement of the U.S. Securities Act with respect to Company Meetings, unless required by Law or the issuance Court; (i) confirmation of the First Majestic Shares record date for the purposes of determining the Common Shareholders and Replacement Warrants the Preferred Shareholders entitled to be issued pursuant to receive material and vote at the Arrangement, based on Company Meetings in accordance with the Court’s approval of the ArrangementInterim Order; and (hj) for such other matters as First Majestic may reasonably require, subject to obtaining the Purchasers or the Company and the AP Preferred Equity Issuer (each with the prior written consent of Silvermexthe others, such consent not to be unreasonably withheld or delayed) may reasonably require, subject to approval of the Court.

Interim Order. As soon as reasonably practicable following the execution of this AgreementThe application referred to in Section 2.2(a) will, unless Zazu and in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3Solitario otherwise agree, Silvermex shall apply to the Court in include a manner acceptable to First Majestic, acting reasonably, pursuant to the Business Corporations Act and prepare, file and diligently pursue an application for request that the Interim Order, which shall Order provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Zazu Meeting and for the manner in which such notice is to be provided; (b) for the record date for the purposes of determining the Zazu Shareholders entitled to receive notice of and vote at the Zazu Meeting (which date will be fixed and published by Zazu in consultation with Solitario); (c) that the Zazu Meeting may be adjourned or postponed from time to time by Zazu in accordance with the terms of this Agreement without the need for additional approval by the Court; (d) that the requisite approval for approvals of the Capital Reduction Resolution and the Arrangement Resolution shall will be two-thirds at least 66⅔% of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) Zazu Shareholders present in person or by proxy at the Silvermex MeetingZazu Meeting voting as a single class, such that with each Silvermex Zazu Shareholder is entitled to one vote for each Silvermex Zazu Share heldheld by such holder and, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise in the case of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together withthe Arrangement Resolution, if required, a simple majority of the votes cast on the Arrangement Resolution excluding the votes for Zazu Shares required by to be excluded under MI 61-101, minority approval in accordance with MI 61-101101 (the "Zazu Shareholder Approval"); (ce) that, that in all other respects, the terms, conditions and restrictions and conditions of the articles of SilvermexZazu's constating documents, including quorum requirements and all other matters, shall matters will apply in with respect of to the Silvermex Zazu Meeting; (df) that the Parties intend to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act, subject to and conditioned on the Court's determination that the Arrangement is substantially and procedurally fair and reasonable to Zazu Securityholders; (g) for the grant of Dissent Rights to the Dissent Rights;Zazu Shareholders who are registered holders of Zazu Shares as contemplated in the Plan of Arrangement; and (eh) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) . Zazu will also request that the Silvermex Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to the terms of this Agreement, without the need for additional approval of the Court; (g) that it is First Majestic’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (h) Interim Order provide for such other matters as First Majestic Solitario may reasonably require, subject to obtaining the prior consent of Silvermex, such consent not to be unreasonably withheld or delayed.

Interim Order. As soon as reasonably practicable following the date of execution of this Agreement, and in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3, Silvermex Alacer shall apply to the Court in a manner acceptable to First MajesticSSR, acting reasonably, pursuant to the Business Corporations Act YBCA, and preparefile, file proceed with and diligently pursue an application to the Court for the Interim Order, Order which shall provide, among other things: (a1) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Alacer Meeting and for the manner in which such notice is to be provided; (b2) confirmation of the record date for the purposes of determining the Alacer Shareholders entitled to receive notice of and vote at the Alacer Meeting; (3) that the requisite approval for the Arrangement Resolution shall be two-thirds 662⁄3% of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) Alacer Shareholders present in person or by proxy at the Silvermex Meeting, such that each Silvermex Alacer Meeting (the “Alacer Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101Approval”); (c4) that, that in all other respects, the terms, conditions and restrictions and conditions of the articles of SilvermexAlacer’s constating documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex Alacer Meeting; (d5) for the grant of Dissent Rights to registered holders of the Alacer Shares which Dissent RightsRights shall provide for an Alacer Shareholder’s written objection to the Arrangement Resolution to be received by Alacer at least two days before the Alacer Meeting; (e6) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f7) that the Silvermex Alacer Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to in accordance with the terms of this Agreement, Agreement without the need for additional approval of the Court; (g8) that the record date for the Alacer Shareholders entitled to notice of and to vote at the Alacer Meeting will not, unless agreed to in writing by SSR and Alacer, change in respect of any adjournment(s) of the Alacer Meeting; (9) that it is First Majestic’s intention the Parties intend to rely upon the exemption from registration provided by Section 3(a)(10) of Exemption, subject to and conditioned on the U.S. Securities Act Court’s determination that the Arrangement is substantively and procedurally fair to the Alacer Shareholders, with respect to the issuance of the First Majestic Consideration Shares and Replacement Warrants to be issued the Alacer Shareholders pursuant to the Arrangement, based on to implement the Court’s approval transactions contemplated hereby in respect of the ArrangementAlacer Shareholders; (10) that each Alacer Shareholder and any other affected person shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response within a reasonable time; and (h11) for such other matters as First Majestic the Parties may reasonably require, subject to obtaining the prior written consent of Silvermexthe other Party, such consent not to be unreasonably withheld withheld, conditioned or delayed.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, and but in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3on or before April 17, Silvermex 2015, Cangold shall apply to the Court in a manner acceptable to First Majestic, acting reasonablyCourt, pursuant to Part 9, Division 5 of the Business Corporations Act and BCBCA and, in cooperation with Great Panther, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the date on which the Cangold Meeting will be set, such date not being later than May 22, 2015; (b) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Cangold Meeting and for the manner in which such notice is to be provided; (bc) for confirmation of the record date for the Cangold Meeting referred to in Section 2.3(a); (d) that the requisite required level of approval (the “Required Approval”) for the Arrangement Resolution shall be be: (i) two-thirds of the votes cast on the Arrangement Resolution by Cangold Shareholders present in person or represented by proxy at the Silvermex Securityholders (Cangold Meeting, voting together as a single class; and (ii) if required, a simple majority of the votes cast on the Arrangement Resolution by Cangold Shareholders present or in person or represented by proxy at the Silvermex Meeting, Cangold Meeting (excluding any votes cast by certain “related parties” (as such that each Silvermex Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by terms are defined in MI 61-101, minority approval ) in accordance with the requirements of MI 61-101); (ce) that, in all other respects, that the terms, restrictions and conditions of the articles of SilvermexCangold’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex Cangold Meeting; (df) for the grant of the Dissent RightsRights to those Cangold Shareholders who are registered Cangold Shareholders; (eg) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fh) that the Silvermex Cangold Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to Cangold in accordance with the terms of this Agreement, Agreement without the need for additional approval of the Court; (gi) that the record date for Cangold Shareholders entitled to notice of and to vote at the Cangold Meeting will not change in respect of any adjournment(s) of the Cangold Meeting; (j) that it is First MajesticGreat Panther’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants Consideration to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (hk) for such other matters as First Majestic Great Panther may reasonably require, subject to obtaining the prior consent of SilvermexCangold, such consent not to be unreasonably withheld or delayed.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Silvermex CNM Meeting in accordance with Section 2.3, Silvermex and at least three (3) business days prior to the Mailing Deadline, CNM shall apply to the Court in a manner acceptable to First MajesticGCC, acting reasonably, pursuant to the Business Corporations Act and, using all commercially reasonable efforts and in cooperation with GCC, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex CNM Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the CNM Meeting, and that the record date for CNM Shareholders entitled to notice of and to vote at the CNM Meeting will not change in respect of any adjournment(s) of the CNM Meeting; (c) that the requisite approval for the Arrangement Resolution shall be two-thirds 66⅔% of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) CNM Shareholders present in person or by proxy at the Silvermex Meeting, CNM Meeting (such that each Silvermex Shareholder is CNM Shareholders are entitled to one vote for each Silvermex CNM Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with) and, if required by applicable securities laws, by minority shareholder approval under MI 61-101, minority approval in accordance with MI 61-101101 (the "CNM Shareholder Approval"); (cd) that, in all other respects, the terms, conditions and restrictions and conditions of the articles constating documents of SilvermexCNM, including quorum requirements and all other matters, shall apply in respect of the Silvermex CNM Meeting; (de) for the grant of Dissent Rights to the Dissent RightsCNM Shareholders who are registered CNM Shareholders; (ef) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fg) that the Silvermex CNM Meeting may be adjourned or postponed from time to time by the Silvermex Board, CNM Board subject to the terms of this Agreement, Agreement without the need for additional approval of the Court; (gh) that it is First Majestic’s GCC's intention to rely upon the exemption from registration provided by Section Subsection 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Consideration Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on upon the Court’s 's approval of the Arrangement; and (hi) for such other matters as First Majestic GCC may reasonably require, subject to obtaining the prior consent of SilvermexCNM, such consent not to be unreasonably withheld or delayedwithheld.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Silvermex Red Back Meeting in accordance with Section 2.3, Silvermex Red Back shall apply to the Court in a manner acceptable to First MajesticKinross, acting reasonably, pursuant to Section 192 of the Business Corporations Act CBCA and prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Red Back Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the Red Back Meeting referred to in Section 2.3(a); (c) that the requisite approval for the Arrangement Resolution shall be two-thirds 662/3% of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) Red Back Shareholders present in person Person or by proxy at the Silvermex Meeting, such that each Silvermex Red Back Meeting and voting as a single class (the “Red Back Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101Approval”); (cd) that, in all other respects, the terms, conditions and restrictions and conditions of the articles of SilvermexRed Back constating documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex Red Back Meeting; (de) for the grant of Dissent Rights to the Dissent RightsRed Back Shareholders who are registered Red Back Shareholders; (ef) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fg) that the Silvermex Red Back Meeting may be adjourned or postponed from time to time by the Silvermex Board, Red Back Board subject to the terms of this Agreement, Agreement without the need for additional approval of the Court; (gh) that the record date for Red Back Shareholders entitled to notice of and to vote at the Red Back Meeting will not change in respect of any adjournment(s) of the Red Back Meeting; (i) that it is First Majestic’s Kinross’ intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Consideration Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (hj) for such other matters as First Majestic Kinross may reasonably require, subject to obtaining the prior consent of SilvermexRed Back, such consent not to be unreasonably withheld or delayed.

Interim Order. As BMG shall, as soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Silvermex BMG Meeting in accordance with Section 2.32.4, Silvermex shall apply to the Court in a manner acceptable to First MajesticGSV, acting reasonably, pursuant to subsection 291(2) of the Business Corporations Act and BCBCA and, in cooperation with GSV, prepare, file and diligently pursue an application to the Court for the Interim Order, which shall provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Silvermex BMG Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the BMG Meeting; (c) that the requisite approval for the Arrangement Resolution shall be two-thirds (i) 66⅔% of the votes cast on the Arrangement Resolution by BMG Shareholders present in person or represented by proxy at the Silvermex BMG Meeting, with each BMG Share entitling the BMG Shareholder to one vote; (ii) 66⅔% of the votes cast on the Arrangement Resolution by BMG Securityholders (voting together as a single class, with each BMG Share entitling the BMG Shareholder to one vote, each BMG Option entitling the BMG Optionholder to one vote for each BMG Share issuable upon exercise thereof, and each BMG Warrant entitling the BMG Warrantholder to one vote for each BMG Share issuable upon exercise thereof) present in person or represented by proxy at the Silvermex BMG Meeting, ; and (iii) a simple majority of the votes cast on the Arrangement Resolution by BMG Shareholders present in person or represented by proxy at the BMG Meeting (excluding BMG Securities held by certain “related parties” and “interested parties” (as such that each Silvermex Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by terms are defined in MI 61-101, minority approval ) in accordance with the requirements of MI 61-101); (cd) that, in all other respects, the terms, restrictions and conditions of the articles of SilvermexBMG’s constating documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex BMG Meeting; (de) for the grant of the Dissent Rights; (ef) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fg) that the Silvermex BMG Meeting may be adjourned or postponed from time to time by BMG (with the Silvermex Boardprior written consent of GSV, subject to the terms of this Agreement, acting reasonably) without the need for additional approval of the Court; (gh) that it is First Majestic’s intention the record date for BMG Securityholders entitled to rely upon receive notice of and vote at the exemption from registration provided by Section 3(a)(10BMG Meeting will not change in respect of any adjourned BMG Meeting; (i) of the U.S. Securities Act with respect that each BMG Securityholder entitled to the issuance of the First Majestic Shares and Replacement Warrants to be issued Consideration pursuant to the Arrangement, based on Arrangement will have the Court’s approval of right to appear before the ArrangementCourt so long as they comply with the procedures set out in Section 2.3 hereof; and (hj) for such other matters as First Majestic GSV may reasonably require, require subject to obtaining the prior written consent of SilvermexBMG, such consent not to be unreasonably withheld or delayed.

Interim Order. (a) As soon as reasonably practicable following the execution of this Agreement, Agreement and in any event in sufficient time to hold no later than the Silvermex Meeting in accordance with Section 2.3date that is four weeks after the date of this Agreement, Silvermex unless otherwise mutually agreed by the Parties, Azarga shall apply to the Court in a manner acceptable to First MajesticenCore, acting reasonably, pursuant to section 291 of the Business Corporations Act and and, with the assistance of enCore, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (ai) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Azarga Meeting and for the manner in which such notice is to be provided; (bii) for the confirming of the record date for the determining those Azarga Shareholders entitled to notice of and to vote at the Azarga Meeting, and that such record date will not change in respect of any adjournment(s) or postponement(s) of the Azarga Meeting; (iii) that the requisite approval for the Arrangement Resolution shall be two-thirds 66 2/3% of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) Azarga Shareholders present in person or by proxy at the Silvermex Meeting, such that each Silvermex Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together withAzarga Meeting and, if required required, by MI 61-101, minority approval in accordance with MI 61-101101 and, if and to the extent required by the Court, such other approval of Azarga Securityholders as may be required (the "Azarga Shareholder Approval"); (civ) that, in all other respects, the terms, conditions and restrictions and conditions of the articles and notice of Silvermexarticles of Azarga, including the quorum requirements requirement and all other matters, shall apply in respect of the Silvermex Azarga Meeting; (dv) for the grant of Dissent Rights to those Azarga Shareholders who are registered Azarga Shareholders as contemplated in the Dissent RightsPlan of Arrangement; (evi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fvii) that the Silvermex Azarga Meeting may be adjourned or postponed from time to time by the Silvermex Board, Azarga subject to the terms of this Agreement, Agreement or as otherwise agreed by the Parties without the need for additional approval of the Court; (gviii) that it is First Majestic’s intention the Parties intend to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Consideration Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; (ix) that each Azarga Shareholder and any other affected person shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response by the time stipulated in the Interim Order; and (hx) for such other matters as First Majestic Azarga or enCore may reasonably require, subject to obtaining the prior consent of Silvermexthe other, such consent not to be unreasonably withheld withheld, conditioned or delayed.

Interim Order. As soon as reasonably practicable following after the execution date of this Agreement, and but in any event in sufficient time to hold no later than August 22, 2022, the Silvermex Meeting in accordance with Section 2.3, Silvermex Company shall apply to the Court in a manner reasonably acceptable to First Majestic, acting reasonably, both the Company and the Purchaser pursuant to Section 192 of the Business Corporations Act and CBCA and, in cooperation with the Purchaser, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (a1) for the class classes of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Meeting and for the manner in which such notice is to be provided; (b2) that the requisite required level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be two-thirds (i) the favorable vote of holders of at least 66 2/3% of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) Shareholders present in person or represented by proxy at the Silvermex Meeting; (ii) the favorable vote of holders of at least 66 2/3% of the votes cast on the Arrangement Resolution by the Shareholders and holders of Incentive Securities combined, present in person or represented by proxy at the Meeting; and (iii) the favourable vote of holders of not less than a simple majority of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy at the Meeting, such that each Silvermex Shareholder is entitled excluding for this purpose votes attached to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise Shares held by Persons described in items (a) through (d) of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise Section 8.1(2) of each Silvermex Warrant held, together with, if required by MI Multilateral Instrument 61-101, minority approval 101 - Protection of Minority Security Holders in accordance with MI 61-101Special Transactions; (c3) that, in all other respects, the terms, restrictions and conditions of the articles of SilvermexCompany’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex Meeting; (d4) for the grant of the Dissent RightsRights to those Shareholders who are registered Shareholders as of the record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Meeting, as contemplated in the Plan of Arrangement; (e5) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f6) that the Silvermex Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to Company in accordance with the terms of this Agreement, Agreement or as otherwise agreed to by the Parties without the need for additional approval of the CourtCourt and without the necessity of first convening the Meeting or obtaining any vote of the Shareholders and notice of any such adjournment(s) or postponement(s) shall be given by such method as the Board may determine is appropriate in the circumstances; (g7) confirmation of the record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Meeting in accordance with the Interim Order and that it is First Majestic’s intention the record date for Shareholders entitled to rely upon notice of and to vote at the exemption from registration provided by Section 3(a)(10Meeting will not change in respect of any adjournment(s) or postponement(s) of the U.S. Meeting, unless required by Securities Act with respect Laws; (8) that the deadline for the submission of proxies by Shareholders for the Meeting shall be 48 hours (excluding days which are not Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior to the issuance time of the First Majestic Shares and Replacement Warrants Meeting, subject to be issued pursuant to waiver by the Arrangement, based on Company in accordance with the Court’s approval terms of the Arrangementthis Agreement; and (h9) for such other matters as First Majestic may be reasonably requirerequired, subject to obtaining the prior consent of Silvermexthe Parties, such consent not to be unreasonably withheld withheld, conditioned or delayed.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3, Silvermex GAA shall apply to the Court in a manner acceptable to First MajesticGG and FCR, each acting reasonably, pursuant to section 182 of the Business Corporations Act OBCA, and prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex GAA Meeting and for the manner in which such notice is to be provided; (b) that the requisite approval for the Arrangement Resolution shall be two-thirds be: (i) 66 2/3% of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (GAA Shareholders present in person or represented by proxy at the GAA Meeting and voting together as a single class; and (ii) a simple majority of the votes cast on the Arrangement Resolution by GAA Shareholders present in person or represented by proxy at the Silvermex MeetingGAA Meeting and voting as a single class, such other than votes cast in respect of GAA Shares that each Silvermex are beneficially owned by any Interested Shareholder or over which control or direction is entitled to one vote for each Silvermex Share heldexercised by any Interested Shareholder (collectively, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101the “GAA Shareholder Approval”); (c) for the quorum requirement for the GAA Meeting; (d) that, in all other respects, the terms, conditions and restrictions and conditions of the GAA’s articles of Silvermex, including quorum requirements incorporation and all other matters, by-laws shall apply in respect of the Silvermex GAA Meeting; (de) for the grant of the Dissent Rights; (ef) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fg) that the Silvermex GAA Meeting may be adjourned or postponed from time to time by the Silvermex Board, GAA Board subject to the terms of this Agreement, Agreement without the need for additional approval of the Court; (gh) that it is First Majestic’s intention to rely upon for the exemption from registration provided by Section 3(a)(10) confirmation of the U.S. Securities Act with respect to record date for the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the ArrangementGAA Meeting; and (hi) for such other matters as First Majestic both GG and FCR may reasonably require, subject to obtaining the prior consent of SilvermexGAA, such consent not to be unreasonably withheld or delayed. In addition, GAA shall advise the Court of the intention to rely upon Section 3(a)(10) of the U.S. Securities Act to implement the transactions contemplated by this Agreement in respect of GAA Shareholders in the United States.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3, Silvermex shall BAM will apply to the Court in a manner acceptable to First Majestic, acting reasonably, pursuant to Section 291 of the Business Corporations Act BCBCA and prepare, file and diligently pursue an application for the Interim Order, which shall will provide, among other things: (a) for the calling and holding of the BAM Meeting for the purpose, among other things, of considering the BAM Arrangement Resolution; (b) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex BAM Meeting and for the manner in which such notice is to be provided; (bc) that the requisite approval for the BAM Arrangement Resolution shall be two-thirds will be: (i) not less than 662⁄3% of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) holders of BAM Class A Shares present in person or represented by proxy at the Silvermex BAM Meeting; (ii) not less than 662⁄3% of the votes cast by the holders of BAM Class B Shares present in person or represented by proxy at the BAM Meeting; and (iii) not less than a majority of the votes cast by the holders of BAM Class A Shares present in person or represented by proxy at the BAM Meeting, such other than votes cast in respect of BAM Class A Shares that each Silvermex Shareholder are beneficially owned by any Interested BAM Class A Shareholders or over which control or direction is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required exercised by MI 61-101, minority approval in accordance with MI 61-101any Interested BAM Class A Shareholder; (cd) that, in all other respects, the terms, conditions and restrictions and conditions of the articles of SilvermexBAM’s articles, including quorum requirements for BAM Shareholders, and all other matters, shall apply in respect of the Silvermex BAM Meeting; (d) for the grant of the Dissent Rights; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) for the confirmation of the record date for the BAM Meeting; and (g) that the Silvermex BAM Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to the terms of this Agreement, BAM without the need for additional approval of the Court; (g) that it is First Majestic’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (h) for such other matters as First Majestic may reasonably require, subject to obtaining the prior consent of Silvermex, such consent not to be unreasonably withheld or delayed.

Interim Order. As soon as reasonably practicable following after the execution date of this Agreement, the Company and in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3, Silvermex AP Preferred Equity Issuer shall apply to the Court in a manner acceptable to First Majesticthe Purchasers, acting reasonably, pursuant to Section 291 of the Business Corporations Act and BCBCA and, in cooperation with the Purchasers, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (a) for the class classes of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Meeting Company Meetings and for the manner in which such notice is to be provided; (b) that the requisite level of approval for the Arrangement Resolution shall be (i) the favourable vote of holders of not less than two-thirds of the votes cast on the Arrangement Resolution such resolution by the Silvermex Securityholders (voting together as a single class) Common Shareholders present in person or represented by proxy at the Silvermex Common Shareholder Meeting and (ii) the favourable vote of holders of not less than a simple majority of the votes cast on such resolution by Common Shareholders present in person or represented by proxy at the Common Shareholder Meeting, such that each Silvermex Shareholder is entitled excluding for this purpose votes attached to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise Common Shares held by Persons described in items (a) through (d) of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise Section 8.1(2) of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101; (c) that the requisite level of approval for the Preferred Shareholder Resolution shall be the favourable vote of holders of not less than two-thirds of the votes cast on such resolution by Preferred Shareholders present in person or represented by proxy at the AP Preferred Equity Issuer Meeting (such Preferred Shareholders voting together as a single class) and voted upon the Preferred Shareholder Resolution; (d) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the articles of SilvermexCompany Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex Company Meetings, except that the terms, restrictions and conditions of the AP Preferred Equity Issuer Constating Documents, including quorum requirements and all other matters, shall apply to the voting by the Preferred Shareholders at the AP Preferred Equity Issuer Meeting; (de) for the grant of the Dissent RightsRights to those Common Shareholders who are registered Common Shareholders and to those Preferred Shareholders who are registered Preferred Shareholders as contemplated in the Plan of Arrangement; (ef) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fg) that the Silvermex Meeting Company Meetings may be adjourned or postponed from time to time by the Silvermex Board, subject to Company and the AP Preferred Equity Issuer in accordance with the terms of this Agreement, Agreement or as otherwise agreed to by the Parties without the need for additional approval of the Court; (gh) that it is First Majestic’s intention the record date for Common Shareholders and the Preferred Shareholders entitled to rely upon notice of and to vote at the exemption from registration provided by Section 3(a)(10) Company Meetings will not change in respect of any adjournment or postponement of the U.S. Securities Act with respect to Company Meetings, unless required by Law or the issuance Court; (i) confirmation of the First Majestic Shares record date for the purposes of determining the Common Shareholders and Replacement Warrants the Preferred Shareholders entitled to be issued pursuant to receive material and vote at the Arrangement, based on Company Meetings in accordance with the Court’s approval of the ArrangementInterim Order; and (hj) for such other matters as First Majestic may reasonably require, subject to obtaining the Purchasers or the Company and the AP Preferred Equity Issuer (each with the prior written consent of Silvermexthe others, such consent not to be unreasonably withheld or delayed) may reasonably require, subject to approval of the Court.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, and but in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3no later than June 25, Silvermex 2020, Ample shall apply to the Court in a manner acceptable to First MajesticAkerna, acting reasonably, pursuant to the Business Corporations Act OBCA and prepare, file and diligently pursue an application for to the Court of the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Ample Meeting and for the manner in which such notice is to be provided; (b) that the requisite approval for the Arrangement Resolution shall be two-thirds 66 2/3% of the votes cast on the Arrangement Resolution by Ample Shareholders present in person or represented by proxy at the Silvermex Securityholders (Ample Meeting voting together as a single class) present in person or by proxy at the Silvermex Meeting, such that each Silvermex Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101the affirmative vote of the holders holding not less than a majority of the Ample Preferred Shares; (c) that it is the intention of Akerna and Purchaser to rely upon Section 3(a)(10) of the U.S. Securities Act in connection with the offer and sale of Consideration Shares and Akerna Shares to be issued pursuant to the exchange of Exchangeable Shares, in each case in accordance with the Arrangement, based on the Court’s approval of the Arrangement, which approval through the issuance of the Final Order will constitute its determination of the fairness of the Arrangement; (d) that the Ample Meeting may be adjourned or postponed from time to time by the Ample Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Ample Shareholders entitled to notice of and to vote at the Ample Meeting will not change in respect of any adjournment(s) or postponements of the Ample Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions and conditions of the articles constating documents of SilvermexAmple, including quorum requirements and all other matters, shall apply in respect of the Silvermex Ample Meeting; (dg) for the grant of the Dissent RightsRights to registered holders of Ample Shares as set forth in the Plan of Arrangement; (eh) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Silvermex Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to the terms of this Agreement, without the need for additional approval of the Court; (g) that it is First Majestic’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (hi) for such other matters as First Majestic Akerna may reasonably require, subject to obtaining the prior consent of SilvermexAmple, such consent not to be unreasonably withheld withheld, conditioned or delayed.”

Interim Order. As soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Silvermex Nevada Holdco Meeting in accordance with Section 2.32.3 and the Cannex Meeting in accordance with Section 2.4, Silvermex Nevada Holdco, Cannex and BC Newco shall apply to the Court in a manner and on terms acceptable to First Majesticthe others, acting reasonably, pursuant to the Business Corporations Act BCBCA and prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement Business Combination, the Nevada Holdco Meeting and the Silvermex Meeting Cannex Meeting, and for the manner in which such notice is to be provided; (b) for calling and holding of the Nevada Holdco Meeting and the Cannex Meeting and the confirmation of the record date for the purposes of determining: (i) the Nevada Holdco Shareholders entitled to receive materials for and vote at the Nevada Holdco Meeting; and (ii) the holders of Cannex Shares entitled to receive materials for and vote at the Cannex Meeting; (c) that the requisite approval for the Arrangement Nevada Holdco Business Combination Resolution (the “Nevada Holdco Shareholder Approval”) shall be two-thirds be: (i) 66T% of the votes cast on the Arrangement Nevada Holdco Business Combination Resolution by the Silvermex Securityholders (voting together as a single class) Nevada Holdco Shareholders present in person or by proxy at the Silvermex Nevada Holdco Meeting, such that each Silvermex Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise voting separately by class; and (ii) majority of each Silvermex Option held the votes cast by minority shareholders of Nevada Holdco approving the Business Combination and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise the Plan of each Silvermex Warrant held, together with, if required Arrangement as contemplated by MI 61OSC Rule 56-101, minority approval in accordance with MI 61501 and NI 41-101; (cd) that, in all other respects, the terms, conditions and restrictions and conditions of the articles of SilvermexNevada Holdco organizational documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex Nevada Holdco Meeting; (d) for the grant of the Dissent Rights; (e) for the notice requirements with respect to grant of Nevada Holdco Dissent Rights as contemplated in the presentation Plan of the application to the Court for the Final OrderArrangement; (f) that the Silvermex Nevada Holdco Meeting may be adjourned or postponed from time to time by the Silvermex BoardNevada Holdco, subject to the terms of this Agreement, without the need for additional approval of the Court; (g) that the record date for Nevada Holdco Shareholders entitled to notice of and to vote at the Nevada Holdco Meeting will not change in respect of any adjournment(s) of the Nevada Holdco Meeting, except such change as may be required by applicable Law; (h) that the requisite approval for the Cannex Component of the Business Combination Resolution (the “Cannex Shareholder Approval”) shall be: (i) 662/3% of the votes cast on the Cannex Component of the Business Combination Resolution by holders of Cannex Class A Shares present in person or by proxy at the Cannex Meeting voting as a class; 66T% of the votes cast on the Cannex Component of the Business Combination Resolution by holders of Cannex Common Shares present in person or by proxy at the Cannex Meeting voting as a class; and (iii) majority of the votes cast by minority shareholders of Cannex approving the Business Combination and the Plan of Arrangement, as contemplated by OSC Rule 56-501 and NI 41-101; (i) that, in all other respects, the terms, conditions and restrictions of the Cannex organizational documents, including quorum requirements and other matters, shall apply in respect of the Cannex Meeting; (j) for the grant of Cannex Dissent Rights as contemplated in the Plan of Arrangement; (k) that the Cannex Meeting may be adjourned from time to time by Cannex, subject to the terms of this Agreement, without the need for additional approval of the Court; (l) that the record date for Cannex Shareholders entitled to notice of and to vote at the Cannex Meeting will not change in respect of any adjournment(s) of the Cannex Meeting, except such change as may be required by applicable Law; (m) that it is First MajesticNevada Holdco’s, Cannex’s, and BC Newco’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares Resulting Issuer Shares, the Resulting Issuer Replacement Options for Proportionate Voting Shares, the Resulting Issuer Replacement Options for Subordinate Voting Shares, the Resulting Issuer Warrants and Replacement Warrants the Resulting Issuer Notes, as applicable, to be issued pursuant to the Arrangement, Business Combination based on the Court’s approval of the ArrangementBusiness Combination; (n) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and (ho) for such other matters as First Majestic Nevada Holdco, Cannex, or BC Newco may reasonably require, subject to obtaining the prior consent of SilvermexNevada Holdco, Cannex and BC Newco, as applicable, such consent not to be unreasonably withheld or delayed.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3, Silvermex The Interim Order shall apply to the Court in a manner acceptable to First Majestic, acting reasonably, pursuant to the Business Corporations Act and prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other thingsprovide that: (a) for the class of Persons to whom notice is to be provided in respect purpose of the Arrangement and Cervus Meeting: (i) the Silvermex securities of Cervus for which holders shall be entitled to vote on the Cervus Resolution at the Cervus Meeting and for shall be the manner in which such notice is to be providedCervus Units; (bii) that each of the Cervus Unitholders shall be entitled to one vote for each Cervus Unit held by such holder; (iii) the requisite approval majority for the Arrangement approval of the Cervus Resolution shall be two-thirds of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) Cervus Unitholders present in person or represented by proxy at Cervus Meeting; and (iv) if the Silvermex MeetingCourt provides Cervus Unitholders with a right to dissent, such rights shall be provided on terms similar to Section 190 of the CBCA provided that such rights must be exercised not less than 48 hours prior to the Cervus Meeting. (b) for the purpose of the Vasogen Meeting: (i) the securities of Vasogen for which holders shall be entitled to vote on the Vasogen Resolution at the Vasogen Meeting shall be the Vasogen Shares; (ii) each Silvermex Shareholder is of the Vasogen Shareholders shall be entitled to one vote for each Silvermex Vasogen Share heldheld by such shareholder; (iii) the requisite majority for the approval of the Vasogen Resolution shall be two-thirds of the votes cast by the Vasogen Shareholders present in person or represented by proxy at the Vasogen Meeting; and (iv) the Vasogen Shareholders will be given a right to dissent on terms similar to Section 190 of the CBCA, provided that such rights must be exercised not less than 48 hours prior to the Vasogen Meeting. (c) for the purpose of the Cervus GP Resolution: (i) the securities of Cervus GP for which holders shall be entitled to vote on the Cervus GP Resolution at the Cervus GP Meeting shall be the Cervus GP Shares; (ii) each Silvermex Optionholder is of the Cervus GP Shareholders shall be entitled to one vote for each Silvermex Cervus GP Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101; (c) that, in all other respects, the terms, restrictions and conditions of the articles of Silvermex, including quorum requirements and all other matters, shall apply in respect of the Silvermex Meeting; (d) for the grant of the Dissent Rights; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Silvermex Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to the terms of this Agreement, without the need for additional approval of the Court; (g) that it is First Majestic’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangementsuch shareholder; and (hiii) the requisite majority for the approval of the Cervus GP Resolution shall be two-thirds of the votes cast by the Cervus GP Shareholders present in person or represented by proxy at the Cervus GP Meeting; and (iv) the Cervus GP Shareholders will be given a right to dissent on terms similar to Section 191 of the Business Corporation Act (Alberta), provided that such other matters as First Majestic may reasonably require, subject rights must be exercised not less than 48 hours prior to obtaining the prior consent of Silvermex, such consent not to be unreasonably withheld or delayedCervus GP Meeting.

Interim Order. As soon as reasonably practicable following after the execution of this Agreementdate hereof, and in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3Company will, Silvermex shall apply to the Court in a manner acceptable to First Majesticthe Purchaser and the Parent, acting reasonably, pursuant to Section 192(3) of the Business Corporations Act CBCA, and, in cooperation with the Purchaser and the Parent, prepare, file and diligently pursue an application for the Interim Order, the terms of which shall are acceptable to the Purchaser and the Parent, acting reasonably, which must provide, among other things: (ai) for the class classes of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Company Meeting and for the manner in which such notice is to be provided; (bii) that the requisite required level of approval for the Arrangement Resolution shall be two-thirds will be: (a) 662/3% of the votes cast on the Arrangement Resolution such resolution by the Silvermex Securityholders (Common Shareholders, voting together as a single class) , present in person or represented by proxy at the Silvermex Company Meeting, such that with each Silvermex Common Shareholder is being entitled to one vote for each Silvermex Common Share heldheld by such holder; and (b) if applicable, each Silvermex Optionholder is entitled a majority of the votes cast attached to one vote the Common Shares held by Common Shareholders present in person or represented by proxy at the Company Meeting excluding, for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled the purpose, votes attached to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if the Common Shares that are required by MI to be excluded pursuant to Multilateral Instrument 61-101, minority approval —Protection of Minority Security Holders in accordance with MI 61-101Special Transactions; and that these will be the only requisite approvals required by the Common Shareholders; (ciii) that, in all other respects, the terms, restrictions and conditions of the articles of SilvermexCompany’s Organizational Documents, including quorum requirements and all other matters, shall will apply in respect of the Silvermex Company Meeting; (div) for the grant of the Dissent RightsRights to those Common Shareholders who are registered Common Shareholders as contemplated in the Plan of Arrangement; (ev) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fvi) that the Silvermex Company Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to Company in accordance with the terms of this Agreement, Agreement without the need for additional approval of the Court; (gvii) that it is First Majestic’s intention the record date for the Common Shareholders entitled to rely upon notice of and to vote at the exemption from registration provided by Section 3(a)(10Company Meeting will not change in respect of or as a consequence of any adjournment(s) or postponement(s) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the ArrangementCompany Meeting, based on the Court’s approval of the Arrangementunless required by Law; and (hviii) for such other matters as First Majestic the Parent and the Company may reasonably requireagree upon, subject to obtaining the prior consent of Silvermex, such consent not to be unreasonably withheld or delayedacting reasonably.

Interim Order. As Tahoe shall, as soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Silvermex Tahoe Meeting in accordance with Section 2.32.4, Silvermex shall apply to the Court in a manner acceptable to First MajesticPan American, acting reasonably, pursuant to subsection 291(2) of the Business Corporations Act and BCBCA and, in cooperation with Pan American, prepare, file and diligently pursue an application to the Court for the Interim Order, which shall provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Tahoe Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the Tahoe Meeting (which date shall be fixed and filed by Tahoe in consultation with Pan American, acting reasonably); (c) that the requisite approval for the Arrangement Tahoe Resolution shall be two-thirds (i) 662⁄3% of the votes cast on the Arrangement Tahoe Resolution by the Silvermex Securityholders (voting together as a single class) Tahoe Shareholders present in person or represented by proxy at the Silvermex Tahoe Meeting, such that with each Silvermex Tahoe Share entitling a Tahoe Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise vote; and (ii) a simple majority of each Silvermex Option the votes cast on the Tahoe Resolution by Tahoe Shareholders present in person or represented by proxy at the Tahoe Meeting (excluding Tahoe Securities held by certain “related parties” and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by “interested parties” (as such terms are defined in MI 61-101, minority approval ) in accordance with the requirements of MI 61-101); (cd) that, in all other respects, the terms, restrictions and conditions of the articles of SilvermexTahoe’s constating documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex Tahoe Meeting; (de) for the grant of Dissent Rights to the Dissent RightsTahoe Shareholders who are registered holders of Tahoe Shares; (ef) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fg) that the Silvermex Tahoe Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to the terms of this Agreement, Tahoe without the need for additional approval of the Court; (gh) that the record date for Tahoe Securityholders entitled to receive notice of and vote at the Tahoe Meeting will not change in respect of any adjourned Tahoe Meeting; (i) for the notice requirement with respect to the application to the Court for the Final Order; (j) that each Tahoe Securityholder entitled to Consideration pursuant to the Arrangement will have the right to appear before the Court so long as they enter an appearance within a reasonable time and are in accordance with the procedures set out in the Interim Order; (k) that it is First Majestic’s the Parties’ intention to rely upon on the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act Exemption with respect to the issuance of Pan American Shares, Replacement Options and CVRs to Tahoe Shareholders and Tahoe Optionholders, as the First Majestic Shares and Replacement Warrants to be issued case may be, pursuant to the Arrangement, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to Tahoe Shareholders and Tahoe Optionholders, as the case may be, and based on the Court’s approval of the Arrangement; and (hl) for such other matters as First Majestic Pan American may reasonably require, require subject to obtaining the prior written consent of SilvermexTahoe, such consent not to be unreasonably withheld or delayed.

Interim Order. ‌ As soon as reasonably practicable following the date of execution of this Agreement, Agreement and in any event in sufficient time to hold the Silvermex Meeting in accordance no later than October 4, 2024, NV Goldlands shall file, proceed with Section 2.3, Silvermex shall apply to the Court in a manner acceptable to First Majestic, acting reasonably, pursuant to the Business Corporations Act and prepare, file and diligently pursue an application to the Court for the Interim Order, Order which shall provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Silvermex NV Goldlands Meeting and for the manner in which such notice is to be provided; (b) confirmation of the record date for the purpose of determining which NV Goldlands Shareholders are entitled to receive notice of, and to vote at, the NV Goldlands Meeting; (c) that the requisite approval for the Arrangement Resolution (the “NV Goldlands Shareholder Approval”) shall be two-be‌ (i) two thirds of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) NV Goldlands Shareholders present in person or by proxy at the Silvermex NV Goldlands Meeting; and (ii) if, and to the extent required, a majority of the votes cast on such that each Silvermex Shareholder is entitled resolution by the NV Goldlands Shareholders present in person or by proxy at the NV Goldlands Meeting excluding for this purpose votes attached to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise NV Goldlands Shares held by persons described in items (a) through (d) of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise section 8.1(2) of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101; (cd) that, that in all other respects, the terms, conditions and restrictions and conditions of the articles of SilvermexNV Goldlands’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex NV Goldlands Meeting; (d) for the grant of the Dissent Rights; (e) for the grant of Dissent Rights to registered holders of the NV Goldlands Shares as contemplated in the Plan of Arrangement; (f) notice requirements with respect to the presentation of the application to the Court for the Final Order; (fg) that the Silvermex NV Goldlands Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to management of NV Goldlands in accordance with the terms of this Agreement, Agreement without the need for additional approval of the Court; (gh) that it is First Majestic’s intention the record date for the NV Goldlands Shareholders entitled to receive notice of and to vote at the NV Goldlands Meeting will not change in respect of any adjournment(s) or postponement(s) of the NV Goldlands Meeting, unless required by Law; (i) that the Parties intend to rely upon the exemption from registration provided by Section 3(a)(10) of Exemption, subject to and conditioned on the U.S. Securities Act Court’s determination that the Arrangement is substantively and procedurally fair to the NV Goldlands Shareholders, with respect to the issuance of the First Majestic Consideration Shares and Replacement Warrants to be issued the NV Goldlands Shareholders pursuant to the Arrangement, based on to implement the Court’s approval transactions contemplated hereby in respect of the ArrangementNV Goldlands Shareholders; (j) that each NV Goldlands Shareholder and any other affected person shall have the right to appear before the Court at the hearing of the Court to approve the application for the Final Order so long as they enter a response within a specified reasonable time; (k) that the NV Goldlands Meeting may be held in a virtual-only format; (l) that the deadline for the submission of proxies by NV Goldlands Shareholders for the NV Goldlands Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior to the time of the NV Goldlands Meeting, subject to waiver by NV Goldlands in accordance with the terms of this Agreement; and (hm) for such other matters as First Majestic the Parties may reasonably require, subject to obtaining the prior consent of Silvermexthe other Party, such consent not to be unreasonably withheld withheld, conditioned or delayed.

Interim Order. (1) As soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3, Silvermex Nova shall apply to the Court in a manner acceptable to First MajesticMetalla, acting reasonably, pursuant to Part 9, Division 5 of the Business Corporations Act and BCBCA and, subject to timely comment by Xxxxxxx (which comments will reasonably be considered by Xxxx), prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Nova Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the Nova Meeting referred to in Section 2.3(1)(d) (which date shall be fixed and filed by Nova in consultation with Metalla, acting reasonably); (c) that the requisite required level of approval (the "Required Nova Approval") for the Arrangement Resolution shall be two-thirds 662/3% of the votes cast on the Arrangement Resolution by Nova Shareholders present in person or represented by proxy at the Silvermex Securityholders (voting together as Nova Meeting, and if required, a single class) simple majority of the votes cast on the Nova Arrangement Resolution by minority Nova Shareholders within the meaning of MI 61-101 present in person or by proxy at the Silvermex Nova Meeting, such that each Silvermex Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101; (cd) that, in all other respects, that the terms, restrictions and conditions of the articles of SilvermexNova's Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex MeetingNova Meeting subject to any of the terms of the Interim Order; (de) for the grant of the Dissent RightsRights only to those Nova Shareholders who are registered Nova Shareholders; (ef) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fg) that the Silvermex Nova Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to Nova in accordance with the terms of this Agreement, Agreement or as otherwise agreed to by the Parties without the need for additional approval of the Court; (gh) that the record date for Xxxx entitled to notice of and to vote at the Nova Meeting will not change in respect of any adjournment(s) or postponement(s) of the Nova Meeting, unless required by Law or the Court; (i) that it is First Majestic’s the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act (the "Section 3(a)(10) Exemption") with respect to the issuance of the First Majestic Metalla Shares and Replacement Warrants to be issued Options pursuant to the Arrangement, based on the Court’s 's approval of the Arrangement; and (hj) for such other matters as First Majestic Metalla or Nova may reasonably require, subject to obtaining the prior consent of Silvermexsuch other Party, such consent not to be unreasonably withheld withheld, conditioned or delayed.

Interim Order. As soon as reasonably practicable following after the execution date of this Agreement, and but in any event in sufficient time to hold no later than August 22, 2022, the Silvermex Meeting in accordance with Section 2.3, Silvermex Company shall apply to the Court in a manner reasonably acceptable to First Majestic, acting reasonably, both the Company and the Purchaser pursuant to Section 192 of the Business Corporations Act and CBCA and, in cooperation with the Purchaser, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (a1) for the class classes of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Meeting and for the manner in which such notice is to be provided; (b2) that the requisite required level of approval (the “Required Shareholder Approval”) for the Arrangement Resolution shall be two-thirds (i) the favorable vote of holders of at least 66 2/3% of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) Shareholders present in person or represented by proxy at the Silvermex Meeting; (ii) the favorable vote of holders of at least 66 2/3% of the votes cast on the Arrangement Resolution by the Shareholders and holders of Incentive Securities combined, present in person or represented by proxy at the Meeting; and (iii) the favourable vote of holders of not less than a simple majority of the votes cast on the Arrangement Resolution by Shareholders present in person or represented by proxy at the Meeting, such that each Silvermex Shareholder is entitled excluding for this purpose votes attached to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise Shares held by Persons described in items (a) through (d) of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise Section 8.1(2) of each Silvermex Warrant held, together with, if required by MI Multilateral Instrument 61-101, minority approval 101 - Protection of Minority Security Holders in accordance with MI 61-101Special Transactions; (c3) that, in all other respects, the terms, restrictions and conditions of the articles of SilvermexCompany's Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex Meeting; (d4) for the grant of the Dissent RightsRights to those Shareholders who are registered Shareholders as of the record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Meeting, as contemplated in the Plan of Arrangement; (e5) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f6) that the Silvermex Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to Company in accordance with the terms of this Agreement, Agreement or as otherwise agreed to by the Parties without the need for additional approval of the CourtCourt and without the necessity of first convening the Meeting or obtaining any vote of the Shareholders and notice of any such adjournment(s) or postponement(s) shall be given by such method as the Board may determine is appropriate in the circumstances; (g7) confirmation of the record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Meeting in accordance with the Interim Order and that it is First Majestic’s intention the record date for Shareholders entitled to rely upon notice of and to vote at the exemption from registration provided by Section 3(a)(10Meeting will not change in respect of any adjournment(s) or postponement(s) of the U.S. Meeting, unless required by Securities Act with respect Laws; (8) that the deadline for the submission of proxies by Shareholders for the Meeting shall be 48 hours (excluding days which are not Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior to the issuance time of the First Majestic Shares and Replacement Warrants Meeting, subject to be issued pursuant to waiver by the Arrangement, based on Company in accordance with the Court’s approval terms of the Arrangementthis Agreement; and (h9) for such other matters as First Majestic may be reasonably requirerequired, subject to obtaining the prior consent of Silvermexthe Parties, such consent not to be unreasonably withheld withheld, conditioned or delayed.

Interim Order. As Alexco shall, as soon as reasonably practicable following the execution date of this Agreement, and in any event in sufficient time to hold file, furnish and mail the Silvermex Meeting Alexco Circular in accordance with Section 2.32.5, Silvermex shall apply to the Court in a manner acceptable to First MajesticHecla, acting reasonably, pursuant to subsection 291 of the Business Corporations Act and BCBCA and, in cooperation with Hecla, prepare, file and diligently pursue an application to the Court for the Interim Order, which shall provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Alexco Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the Alexco Meeting (which date shall be fixed and filed by Alexco in consultation with Hecla, acting reasonably); (c) that the requisite approval for the Arrangement Alexco Resolution shall be two-thirds be: (i) 662⁄3% of the votes cast on the Arrangement Alexco Resolution by Alexco Shareholders present in person or represented by proxy at the Silvermex Alexco Meeting, with each Alexco Share entitling a Alexco Shareholder to one vote; (ii) 662⁄3% of the votes cast on the Alexco Resolution by Alexco Securityholders (present in person or represented by proxy at the Alexco Meeting, voting together as a single class) present in person or by proxy at the Silvermex Meeting, such that each Silvermex Shareholder is with an Alexco Shareholder, a holder of Alexco Options, a holder of Alexco RSUs and a holder of Alexco DSUs being entitled to one vote for each Silvermex Share Alexco Share, Alexco Option, Alexco RSU and Alexco DSU held, each Silvermex Optionholder is entitled ; and (iii) a simple majority of the votes cast on the Alexco Resolution by Alexco Shareholders present in person or represented by proxy at the Alexco Meeting (excluding the votes cast by any Alexco Shareholders required to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled be excluded pursuant to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101); (cd) that, in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the articles of SilvermexAlexco’s constating documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex Alexco Meeting; (de) for the grant of Dissent Rights to the Dissent RightsAlexco Shareholders who are registered holders of Alexco Shares; (ef) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fg) that the Silvermex Alexco Meeting may be adjourned or postponed from time to time by the Silvermex Board, Alexco Board subject to the terms of this Agreement, Agreement without the need for additional approval of the Court; (gh) that the record date for Alexco Securityholders entitled to receive notice of and vote at the Alexco Meeting will not change in respect of any adjourned or postponed Alexco Meeting; (i) for the notice requirement with respect to the application to the Court for the Final Order; (j) that the deadline for the submission of proxies by Alexco Shareholders for the Alexco Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior to the Alexco Meeting, subject to waiver by Alexco in accordance with the terms of this Agreement; (k) that it is First Majestic’s the Parties’ intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (h) for such other matters as First Majestic may reasonably require, subject to obtaining the prior consent of Silvermex, such consent not to be unreasonably withheld or delayed.Section 3(a)

Interim Order. As ECU shall, as soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold not later than fifteen (15) days after the Silvermex Meeting in accordance with Section 2.3date hereof, Silvermex shall apply to the Court in a manner acceptable to First MajesticGolden, acting reasonably, pursuant to Chapter XVI — Division II of the Business Corporations Act and QBCA and, in cooperation with Golden, prepare, file and thereafter diligently pursue (subject to the Court’s availability) an application on an ex parte basis before the Court for the Interim Order, which shall provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Silvermex ECU Meeting and for the manner in which such notice is to be provided; (b) for the fixing of the ECU Meeting Record Date and that the ECU Meeting Record Date will not change in respect of any adjourned ECU Meeting; (c) that the requisite approval approvals for the Arrangement Resolution shall be two-thirds (i) at least 662/3% of the votes cast on the Arrangement Resolution by ECU Shareholders present in person or represented by proxy at the Silvermex ECU Meeting, and (ii) at least 662/3% of the votes cast on the Arrangement Resolution by ECU Securityholders (voting together as a single classclass on the basis of one vote per ECU Share, one vote per ECU Option (vested or unvested), one vote per ECU Warrant and one vote for each ECU Share into which the Convertible Notes are convertible (it being acknowledged and agreed that the Convertible Notes will vote on an “as converted” basis, notwithstanding that they may not have been converted into ECU Shares as at the ECU Meeting Record Date)) present in person or represented by proxy at the Silvermex ECU Meeting, such that each Silvermex Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101; (cd) that, in all other respects, the terms, restrictions and conditions of the ECU’s articles of Silvermexincorporation and by-laws, including quorum requirements and all other matters, shall apply in respect of the Silvermex ECU Meeting; (de) for the grant of the Dissent Rights; (ef) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fg) that the Silvermex ECU Meeting may be adjourned or postponed from time to time by ECU (with the Silvermex Board, subject to the terms prior written consent of this Agreement, Golden) without the need for additional approval of the Court; (gh) that it is First Majestic’s a statement of the Parties’ intention to rely upon on the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect Exemption to the issuance of the First Majestic Shares issue Golden Stock, Golden Replacement Options and Golden Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (hi) for such other matters as First Majestic may reasonably require, subject to obtaining Golden or ECU (with the prior consent of Silvermex, such consent not to be unreasonably withheld or delayedthe other) may reasonably require.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, an SEC Clearance Event and in any event in sufficient time to hold the Silvermex CRH Meeting in accordance with Section 2.3, Silvermex CRH shall apply to the Court in a manner acceptable to First Majesticthe Purchaser, acting reasonably, pursuant to the Business Corporations Act and prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) : for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex CRH Meeting and for the manner in which such notice is to be provided; for confirmation of the record date for the CRH Meeting; (bi) that the requisite approval for the Arrangement Resolution shall be two-thirds 66 2/3% of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) CRH Shareholders present in person Person or by proxy at the Silvermex MeetingCRH Meeting (“CRH Shareholder Approval”); and (ii) 66 2/3% of the votes cast on the Arrangement Resolution by all of the CRH Shareholders, CRH Optionholders and CRH RSU Holders present in Person or by proxy at the CRH Meeting voting as a single class (such that each Silvermex Shareholder any CRH Shareholder, CRH Optionholder and CRH RSU Holder is entitled to one vote for each Silvermex Share CRH Share, CRH Option and CRH RSU held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101; ) (c) the “CRH Securityholder Approval”); that, in all other respects, the terms, conditions and restrictions and conditions of the articles of SilvermexCRH Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex CRH Meeting; (d) ; for the grant of Dissent Rights as contemplated in the Dissent Rights; (e) Plan of Arrangement; for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) ; that the Silvermex CRH Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to CRH in accordance with the terms of this Agreement, or otherwise agreed to by the Parties, without the need for additional approval of the Court; (g; that the record date for CRH Securityholders entitled to notice of and to vote at the CRH Meeting will not change in respect of any adjournment(s) that it is First Majestic’s intention to rely upon the exemption from registration provided by Section 3(a)(10) or postponement of the U.S. Securities Act with respect to the issuance of the First Majestic Shares CRH Meeting; and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (h) for such other matters as First Majestic either the Purchaser or CRH may reasonably require, subject to obtaining the prior consent of Silvermexthe other, such consent not to be unreasonably withheld or delayed. In the application for the Interim Order referred to in this Section 2.2, CRH shall inform the Court that the Parties intend to rely on the exemption provided by Section 3(a)(10) of the U.S. Securities Act (the “Section 3(a)(10) Exemption”) for the issuance of Replacement Options and Replacement RSUs pursuant to the Arrangement and that, in connection therewith, the Court will be required to approve the substantive and procedural fairness of the terms and conditions of the Arrangement to each Person to whom Replacement Options and/or Replacement RSUs will be issued. Each Person to whom Replacement Options and/or Replacement RSUs will be issued on completion of the Arrangement will be given adequate notice in accordance with the Interim Order advising them of their right to attend and appear before the Court at the hearing of the Court for the Final Order and providing them with adequate information to enable such Person to exercise such right.

Interim Order. As The Company agrees that as soon as reasonably practicable following after the execution of this Agreementdate hereof, and but in any event in sufficient time to hold no later than September 22, 2015, or such other date as the Silvermex Meeting in accordance with Section 2.3Acquiror and the Company may agree, Silvermex shall apply to the Court Company, in a manner reasonably acceptable to First Majesticthe Acquiror, acting reasonably, shall apply for the Interim Order pursuant to Division 5 of Part 9 of the Business Corporations Act and BCBCA and, in co-operation with the Acquiror, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Meeting and for the manner in which such notice is to be provided; (b) that the securities of the Company for which holders shall be entitled to vote on the Arrangement Resolution shall be Common Shares, Options and Warrants, voting together as a single class; (c) that Securityholders shall be entitled to vote on the Arrangement Resolution, with each Securityholder being entitled to one vote for each Common Share, and one vote for each Common Share underlying the Options and Warrants held by such Securityholder, as applicable; (d) that the requisite approval for the Arrangement Resolution shall be two-thirds be: (i) at least 662/3% of the votes cast by the Shareholders, present in person or represented by proxy at a Meeting, voting as a single class; (ii) at least 662/3% of the votes cast by the Securityholders, present in person or represented by proxy at a Meeting, voting as a single class; and (iii) if required, a simple majority of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) present or in person or represented by proxy at the Silvermex Meeting, Meeting (excluding any votes cast by certain “related parties” and “interested parties” (as such that each Silvermex Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by terms are defined in MI 61-101, minority approval ) in accordance with the requirements of MI 61-101;) (collectively the “Securityholder Approval”) (ce) that, in all other respects, the terms, restrictions and conditions of the articles of SilvermexCompany Governing Documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex Meeting; (df) that the Acquiror intends to rely upon the exemption from registration provided by section 3(a)(10) of the U.S. Securities Act in connection with the issuance of Acquiror Shares to be issued in exchange for securities as contemplated by the Arrangement, subject to and conditioned upon the Court's determination following a hearing that the Arrangement is fair and reasonable to the Securityholders; (g) for the grant of Dissent Rights as contemplated in the Dissent RightsPlan of Arrangement; (eh) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fi) that the Silvermex Meeting may be adjourned or postponed from time to time by the Silvermex Board, Company subject to the terms of this Agreement, Agreement without the need for additional approval of the Court; (gj) that it is First Majestic’s intention the record date for the Securityholders entitled to rely upon notice of, and to vote at, the exemption from registration provided by Section 3(a)(10Meeting shall not change in respect of any adjournment(s) or postponement(s) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the ArrangementMeeting; and (hk) for such other matters as First Majestic the Acquiror may reasonably require, subject to obtaining the prior consent of Silvermexthe Company, such consent not to be unreasonably withheld or delayed.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Silvermex Minefinders Meeting in accordance with Section 2.3, Silvermex Minefinders shall apply to the Court in a manner acceptable to First MajesticPan American, acting reasonably, pursuant to clause 182(5) of the Business Corporations Act OBCA and prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Minefinders Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the Minefinders Meeting referred to in Section 2.3(a); (c) that the requisite approval for the Arrangement Resolution shall be be: (i) two-thirds of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) Minefinders Shareholders present in person or by proxy at the Silvermex MeetingMinefinders Meeting and voting as a single class (the “Minefinders Shareholder Approval”), such that with each Silvermex Shareholder is entitled Minefinders Share entitling the holder thereof to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101; (c) that, in all other respects, the terms, restrictions and conditions of the articles of Silvermex, including quorum requirements and all other matters, shall apply in respect of the Silvermex Meeting; (d) for the grant of the Dissent Rights; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Silvermex Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to the terms of this Agreement, without the need for additional approval of the Court; (g) that it is First Majestic’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangementthereon; and (hii) for two-thirds of the votes cast on the Arrangement Resolution by the Minefinders Shareholders and the holders of Minefinders Options present in person or by proxy at the Minefinders Meeting and voting as a single class (the “Minefinders Combined Securityholder Approval”), with each Minefinders Share entitling the holder thereof to one vote thereon and each Minefinders Option entitling the holder thereof to that number of votes thereon equal to that number of Minefinders Shares issuable upon valid exercise of such other matters as First Majestic may reasonably require, subject to obtaining the prior consent of Silvermex, such consent not to be unreasonably withheld or delayed.Minefinders Option;

Interim Order. As soon as reasonably practicable following after the execution date of this Agreement, and in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3, Silvermex Yxxxxx shall apply to the Court in a manner acceptable to First MajesticGold Fields, acting reasonably, pursuant to Section 192 of the Business Corporations Act CBCA and prepare, file and diligently pursue an application to the Court for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Yamana Meeting and for the manner in which such notice is to be provided; (b) for the confirmation of the record date for the Yamana Meeting; (c) that the requisite approval for the Arrangement Resolution shall be two-thirds 66⅔% of the votes cast on the Arrangement Resolution by Yxxxxx Shareholders present in person or represented by proxy and entitled to vote at the Silvermex Securityholders (Yamana Meeting voting together as a single class) present in person or by proxy at the Silvermex Meeting, such that each Silvermex Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101; (cd) that the Yamana Meeting may be adjourned or postponed from time to time by the Yamana Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Yamana Securityholders entitled to notice of, and for Yamana Shareholders entitled to vote at, the Yamana Meeting will not change in respect of any adjournment(s) or postponement(s) of the Yamana Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions and conditions of the articles constating documents of SilvermexYamana, including quorum requirements and all other matters, shall apply in respect of the Silvermex Yamana Meeting; (dg) for the grant of the Dissent RightsRights to registered holders of Yxxxxx Xxxxxx as set forth in the Plan of Arrangement; (eh) the Persons that are entitled to appear and be heard before the Court in accordance with the Notice of Application, the Interim Order and the Rules of Civil Procedure; (i) that it is the Parties’ intention to rely upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof with respect to the issuance of Consideration Shares to Yamana Shareholders pursuant to the Arrangement, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to Yamana Shareholders and based on the Court’s approval of the Arrangement; (j) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Silvermex Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to the terms of this Agreement, without the need for additional approval of the Court; (g) that it is First Majestic’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (hk) for such other matters as First Majestic Yamana or Gold Fields may reasonably require, subject to obtaining the prior consent of Silvermexthe other Party, such consent not to be unreasonably withheld or delayed.

Interim Order. As soon as reasonably practicable following after the execution date of this AgreementAgreement and no later than April 6, and in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.32020, Silvermex Correvio shall apply to the Court in a manner and on terms acceptable to First MajesticPurchaser, acting reasonably, pursuant to Section 192 of the Business Corporations Act and CBCA and, in cooperation with Purchaser, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Correvio Meeting and for the manner in which such notice is to be provided; (b) for a fixed record date for the purposes of determining the Correvio Shareholders entitled to receive notice of and vote at the Correvio Meeting; (c) that the requisite approval for the Correvio Arrangement Resolution shall be (i) two-thirds of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) Correvio Shareholders present in person or by proxy at the Silvermex Correvio Meeting; (ii) two-thirds of the votes cast by the Correvio Shareholders and the holders of Options, such that each Silvermex Shareholder is RSUs and PSUs, voting together as a single class (on an as-converted to Correvio Share basis), present in person or by proxy at the Correvio Meeting; and (ii) a majority of the minority votes cast on the Correvio Arrangement Resolution by Correvio Shareholders entitled to one vote for each Silvermex Share heldthereon, each Silvermex Optionholder as is entitled required pursuant to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101101 (the “Correvio Shareholder Approval”), minority approval and that holders of Warrants shall have no vote in accordance with MI 61-101respect of the Correvio Arrangement Resolution; (cd) that, in all other respects, the terms, conditions and restrictions and conditions of the articles constating documents of SilvermexCorrevio relating to a meeting of Correvio Shareholders, including quorum requirements and all other mattersrequirements, shall apply in respect of the Silvermex Correvio Meeting; (de) for the grant of Dissent Rights to the Dissent RightsCorrevio Shareholders who are registered Correvio Shareholders, as set out in the Plan of Arrangement; (ef) that the Correvio Meeting may be adjourned or postponed from time to time by Xxxxxxxx (only with the prior written consent of Purchaser, acting reasonably) subject to the terms of this Agreement without the need for additional approval of the Court; (g) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fh) that the Silvermex record date for Correvio Shareholders entitled to notice of and to vote at the Correvio Meeting may be adjourned will not change in respect of any adjournment(s) or postponed from time to time by the Silvermex Board, subject to the terms of this Agreement, without the need for additional approval postponement(s) of the CourtCorrevio Meeting, unless required pursuant to applicable Law; (gi) that it is First Majestic’s intention each Correvio Shareholder, holder of Options, holder of Warrants, holder of RSUs and holder of PSUs shall have the right to rely upon appear before the exemption from registration provided by Section 3(a)(10) Court at the hearing of the U.S. Securities Act with respect Court to approve the issuance application for the Final Order so long as they enter a notice of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangementappearance within a reasonable time; and (hj) for such other matters as First Majestic Purchaser and/or Correvio may reasonably require, subject to obtaining the prior consent of SilvermexCorrevio and/or Purchaser, respectively, such consent not to be unreasonably withheld or delayeddelayed provided that such other matters would not reasonably be expected to materially impair, delay or impede the completion of the transactions contemplated by this Agreement.

Interim Order. As soon as reasonably practicable following The application referred to in Section 2.1(a) shall, unless the execution of this AgreementCompany and Parent otherwise agree, and in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3, Silvermex shall apply to the Court in include a manner acceptable to First Majestic, acting reasonably, pursuant to the Business Corporations Act and prepare, file and diligently pursue an application for request that the Interim Order, which shall Order provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Meeting and for the manner in which such notice is to be provided, including the record date for determining the Persons to whom notice is to be provided in respect of the Arrangement and the Meeting and for determining the Persons entitled to vote at the Meeting; (b) that that, subject to the approval of the Court, the requisite approval for of the Arrangement Resolution shall (the “Required Securityholder Vote”) will be two-thirds (i) not less than 66 2/3% of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) holders of Common Shares, holders of Preferred Shares, holders of Company Options and holders of Company Warrants present in person or by proxy at the Silvermex Meeting, such that Meeting and voting together (with each Silvermex Shareholder is holder of Common Shares being entitled to one vote for each Silvermex Common Share held, each Silvermex Optionholder is holder of Preferred Shares being entitled to one vote for each Silvermex Preferred Share issuable upon exercise held, each holder of each Silvermex Option held and each Silvermex Warrantholder is Company Options being entitled to one vote for each Silvermex Common Share issuable upon subject to the Company Options held by such holder that such holder would be entitled to acquire if such holder exercised all Company Options held by such holder, without reference to any vesting provisions or exercise price, and each holder of Company Warrants being entitled to one vote for each Silvermex Warrant heldCommon Share subject to the Company Warrants held by such holder that such holder would be entitled to acquire if such holder exercised all Company Warrants held by such holder, together with, if without reference to any vesting provisions or exercise price) and (ii) not less than 50.01% of the votes cast on the Arrangement Resolution by holders of Common Shares other than the votes attached to Common Shares required by MI under Multilateral Instrument 61-101, minority 101 Protection of Minority Securityholders in Special Transactions to be excluded in connection with the approval in accordance with MI 61-101of the Arrangement Resolution; (c) that, in all other respects, the terms, restrictions and conditions of the articles of Silvermex, including quorum requirements and all other matters, shall apply in respect of the Silvermex Meeting; (d) for the grant of the Dissent Rights; (ed) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Silvermex Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to the terms of this Agreement, without the need for additional approval of the Court; (g) that it is First Majestic’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (he) for such that in all other matters as First Majestic may reasonably requirerespects, subject to obtaining the prior consent terms, restrictions and conditions of Silvermexthe Organizational Documents of the Company shall apply in respect of the Meeting, such consent not to be unreasonably withheld or delayedincluding the quorum requirements.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, (and in any event in sufficient time to hold within ten (10) days) following the Silvermex Meeting in accordance with Section 2.3SEC Clearance Event, Silvermex shall apply to the Court in a manner acceptable to First Majestic, acting reasonablyGreenbrook shall, pursuant to Section 182 of the Business Corporations Act and OBCA, prepare, file and diligently pursue an application to the Court for the Interim Order, in a manner acceptable to Neuronetics, acting reasonably, which Interim Order shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Greenbrook Meeting and for the manner in which such notice is to be provided; (b) for the confirmation of the record date for the Greenbrook Meeting; (c) that the requisite approval for the Arrangement Resolution shall be two-thirds be: (i) 662/3% of the votes cast on the Arrangement Resolution by Greenbrook Shareholders present in person or represented by proxy at the Greenbrook Meeting voting together as a single class; and (ii) if required under Canadian Securities Laws, a simple majority of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) Greenbrook Shareholders present in person or represented by proxy at the Silvermex Greenbrook Meeting, such excluding for this purpose votes cast in respect of Greenbrook Shares that each Silvermex Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise are held or controlled by persons described in items (a) through (d) of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise Section 8.1(2) of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101; (cd) that the Greenbrook Meeting may be adjourned or postponed from time to time by the Greenbrook Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Greenbrook Shareholders entitled to receive notice of and vote at the Greenbrook Meeting will not change in respect of any adjournment(s) or postponement(s) of the Greenbrook Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions and conditions of the articles constating documents of SilvermexGreenbrook, including quorum requirements and all other matters, shall apply in respect of the Silvermex Greenbrook Meeting; (dg) for the grant of the Dissent RightsRights to registered holders of Greenbrook Shares as set forth in the Plan of Arrangement; (eh) that it is the Parties’ intention to rely upon the exemption from the registration requirements under the U.S. Securities Act provided under Section 3(a)(10) thereof (and similar exemptions under applicable U.S. state securities laws) with respect to the issuance of the Consideration Shares to Greenbrook Shareholders pursuant to the Arrangement, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to Greenbrook Shareholders and based on the Court’s approval of the Arrangement; (i) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Silvermex Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to the terms of this Agreement, without the need for additional approval of the Court; (g) that it is First Majestic’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (hj) for such other matters as First Majestic Greenbrook or Neuronetics may reasonably require, subject to obtaining the prior consent of Silvermexthe other Party, such consent not to be unreasonably withheld or delayed.

Interim Order. As soon as reasonably practicable following the execution of this AgreementThe application referred to in Section 2.2(a) shall, unless Rio Alto and in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3Tahoe otherwise agree, Silvermex shall apply to the Court in include a manner acceptable to First Majestic, acting reasonably, pursuant to the Business Corporations Act and prepare, file and diligently pursue an application for request that the Interim Order, which shall Order provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Rio Alto Meeting and for the manner in which such notice is to be provided; (b) for the record date for the purposes of determining the Rio Alto Shareholders entitled to receive notice of and vote at the Rio Alto Meeting (which date shall be fixed and published by Rio Alto in consultation with Tahoe); (c) that the Rio Alto Meeting may be adjourned or postponed from time to time by Rio Alto in accordance with the terms of this Agreement without the need for additional approval by the Court; (d) that the record date for the Rio Alto Shareholders entitled to receive notice of and to vote at the Rio Alto Meeting will not change in respect of or as a consequence of any adjournment or postponement of the Rio Alto Meeting; (e) that the requisite approval for of the Arrangement Resolution shall will be two-thirds at least 66⅔% of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) Rio Alto Shareholders present in person or by proxy at the Silvermex MeetingRio Alto Meeting voting as a single class, such that with each Silvermex Rio Alto Shareholder is entitled to one vote for each Silvermex Rio Alto Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together withby such holder and, if required, a simple majority of the votes cast on the Arrangement Resolution excluding the votes for Rio Alto Shares required by to be excluded under MI 61-101, minority approval in accordance with MI 61-101101 (the “Rio Alto Shareholder Approval”); (cf) that, that in all other respects, the terms, conditions and restrictions and conditions of the articles of SilvermexRio Alto’s constating documents, including quorum requirements and all other matters, matters shall apply in with respect of to the Silvermex Rio Alto Meeting; (dg) that the Parties intend to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act, subject to and conditioned on the Court’s determination that the Arrangement is substantially and procedurally fair and reasonable to Rio Alto Shareholders. Rio Alto Optionholders and SGC Optionholders; (h) for the grant of Dissent Rights to the Dissent RightsRio Alto Shareholders who are registered holders of Rio Alto Shares as contemplated in the Plan of Arrangement; (ei) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;; and (fj) that that, in all other respects, the Silvermex Meeting may be adjourned or postponed from time to time by terms, restrictions and conditions of the Silvermex Boardconstating documents of Rio Alto shall apply in respect of the Rio Alto Meeting; and, subject to the terms of this Agreement, without the need for additional approval of the Court; (g) that it is First Majestic’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (h) for such other matters as First Majestic may reasonably require, subject to obtaining the prior consent of Silvermex, Rio Alto (such consent not to be unreasonably withheld or delayed) Rio Alto shall also request that the Interim Order provide for such other matters as Tahoe may reasonably require.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Silvermex Nevada Holdco Meeting in accordance with Section 2.32.3 and the Cannex Meeting in accordance with Section 2.4, Silvermex Nevada Holdco, Cannex and BC Newco shall apply to the Court in a manner and on terms acceptable to First Majesticthe others, acting reasonably, pursuant to the Business Corporations Act BCBCA and prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement Business Combination, the Nevada Holdco Meeting and the Silvermex Meeting Cannex Meeting, and for the manner in which such notice is to be provided; (b) for calling and holding of the Nevada Holdco Meeting and the Cannex Meeting and the confirmation of the record date for the purposes of determining: (i) the Nevada Holdco Shareholders entitled to receive materials for and vote at the Nevada Holdco Meeting; and (ii) the holders of Cannex Shares entitled to receive materials for and vote at the Cannex Meeting; (c) that the requisite approval for the Arrangement Nevada Holdco Business Combination Resolution (the “Nevada Holdco Shareholder Approval”) shall be two-thirds be: (i) 662⁄3% of the votes cast on the Arrangement Nevada Holdco Business Combination Resolution by the Silvermex Securityholders (voting together as a single class) Nevada Holdco Shareholders present in person or by proxy at the Silvermex Nevada Holdco Meeting, such that each Silvermex Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise voting separately by class; and (ii) majority of each Silvermex Option held the votes cast by minority shareholders of Nevada Holdco approving the Business Combination and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise the Plan of each Silvermex Warrant held, together with, if required Arrangement as contemplated by MI 61OSC Rule 56-101, minority approval in accordance with MI 61501 and NI 41-101; (cd) that, in all other respects, the terms, conditions and restrictions and conditions of the articles of SilvermexNevada Holdco organizational documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex Nevada Holdco Meeting; (d) for the grant of the Dissent Rights; (e) for the notice requirements with respect to grant of Nevada Holdco Dissent Rights as contemplated in the presentation Plan of the application to the Court for the Final OrderArrangement; (f) that the Silvermex Nevada Holdco Meeting may be adjourned or postponed from time to time by the Silvermex BoardNevada Holdco, subject to the terms of this Agreement, without the need for additional approval of the Court; (g) that the record date for Nevada Holdco Shareholders entitled to notice of and to vote at the Nevada Holdco Meeting will not change in respect of any adjournment(s) of the Nevada Holdco Meeting, except such change as may be required by applicable Law; (h) that the requisite approval for the Cannex Component of the Business Combination Resolution (the “Cannex Shareholder Approval”) shall be: (i) 662⁄3% of the votes cast on the Cannex Component of the Business Combination Resolution by holders of Cannex Class A Shares present in person or by proxy at the Cannex Meeting voting as a class; 662⁄3% of the votes cast on the Cannex Component of the Business Combination Resolution by holders of Cannex Common Shares present in person or by proxy at the Cannex Meeting voting as a class; and (iii) majority of the votes cast by minority shareholders of Cannex approving the Business Combination and the Plan of Arrangement, as contemplated by OSC Rule 56-501 and NI 41-101; (i) that, in all other respects, the terms, conditions and restrictions of the Cannex organizational documents, including quorum requirements and other matters, shall apply in respect of the Cannex Meeting; (j) for the grant of Cannex Dissent Rights as contemplated in the Plan of Arrangement; (k) that the Cannex Meeting may be adjourned from time to time by Cannex, subject to the terms of this Agreement, without the need for additional approval of the Court; (l) that the record date for Cannex Shareholders entitled to notice of and to vote at the Cannex Meeting will not change in respect of any adjournment(s) of the Cannex Meeting, except such change as may be required by applicable Law; (m) that it is First MajesticNevada Holdco’s, Cannex’s, and BC Newco’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares Resulting Issuer Shares, the Resulting Issuer Replacement Options for Proportionate Voting Shares, the Resulting Issuer Replacement Options for Subordinate Voting Shares, the Resulting Issuer Warrants and Replacement Warrants the Resulting Issuer Notes, as applicable, to be issued pursuant to the Arrangement, Business Combination based on the Court’s approval of the ArrangementBusiness Combination; (n) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; and (ho) for such other matters as First Majestic Nevada Holdco, Cannex, or BC Newco may reasonably require, subject to obtaining the prior consent of SilvermexNevada Holdco, Cannex and BC Newco, as applicable, such consent not to be unreasonably withheld or delayed.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Silvermex Sunward Meeting in accordance with Section 2.3, Silvermex Sunward shall apply to the Court in a manner acceptable to First MajesticNovaCopper, acting reasonably, pursuant to Section 291 of the Business Corporations Act BCBCA and prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Sunward Meeting and for the manner in which such notice is to be provided; (b) that the requisite approval for the Arrangement Resolution shall be the affirmative vote of (i) at least two-thirds of the votes cast on at the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) present Sunward Meeting in person or by proxy by the Sunward Shareholders voting together as one class on the basis of one vote per Sunward Share and (ii) to the extent required by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, the majority of the votes cast at the Silvermex Meeting, such that each Silvermex Shareholder is entitled to Sunward Meeting in person or by proxy by the Sunward Shareholders on the basis of one vote for each Silvermex Share heldper Sunward Share, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise excluding the votes cast in respect of each Silvermex Option Sunward Shares held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise by certain interested or related parties or joint actors of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval Sunward in accordance with MI the minority approval requirements of Multilateral Instrument 61-101; 101 – Protection of Minority Security Holders in Special Transactions (the “Sunward Shareholder Approval”); (c) that, in all other respects, the terms, conditions and restrictions and conditions of the articles of SilvermexSunward constating documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex Sunward Meeting; (d) for the grant of Dissent Rights only to the Dissent RightsSunward Shareholders who are registered Sunward Shareholders; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Silvermex Sunward Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to management of Sunward with the terms consent of this Agreement, NovaCopper without the need for additional approval of the Court; (g) that the record date for Sunward Shareholders entitled to notice of and to vote at the Sunward Meeting will not change in respect of any adjournment(s) of the Sunward Meeting; (h) that it is First MajesticNovaCopper’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Consideration Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (hi) for such other matters as First Majestic NovaCopper may reasonably require, subject to obtaining the prior consent of SilvermexSunward, such consent not to be unreasonably withheld or delayedunnecessarily withheld.

Interim Order. As soon as reasonably practicable following after the execution date of this Agreement, and in any event in sufficient time to hold not later than ten (10) Business Days after the Silvermex Meeting in accordance with Section 2.3SEC confirms that it has no further comments on the Schedule 13E-3, Silvermex the Company shall apply to the Court in a manner reasonably acceptable to First Majestic, acting reasonably, both the Company and the Purchaser pursuant to Section 192 of the Business Corporations Act and CBCA and, in cooperation with the Purchaser, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (a1) for the class classes of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Meeting and for the manner in which such notice is to be provided; (b2) that the requisite required level of approval (the "Required Shareholder Approval") for the Arrangement Resolution shall be two-thirds (i) the favourable vote of holders of at least 66 2/3% of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (holders of Multiple Voting Shares and Subordinate Voting Shares present in person or represented by proxy at the Meeting, voting together as a single class; (ii) the favourable vote of holders of not less than a simple majority of the votes cast on the Arrangement Resolution by holders of Multiple Voting Shares present in person or represented by proxy at the Silvermex Meeting; (iii) the favourable vote of holders of not less than a simple majority of the votes cast on the Arrangement Resolution by holders of Subordinate Voting Shares present in person or represented by proxy at the Meeting, such that each Silvermex Shareholder is entitled (iv) if required, the favourable vote of holders of not less than a simple majority of the votes cast on the Arrangement Resolution by holders of Multiple Voting Shares present in person or represented by proxy at the Meeting, and (v) if required, the favourable vote of holders of not less than a simple majority of the votes cast on the Arrangement Resolution by holders of Subordinate Voting Shares present in person or represented by proxy at the Meeting (excluding for the purposes of the clauses (iv) and (v), votes attached to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise Shares held by Persons described in items (a) through (d) of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise Section 8.1(2) of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101); (c3) that, in all other respects, the terms, restrictions and conditions of the articles of SilvermexCompany's Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex Meeting; (d4) for the grant of the Dissent Rights to those Shareholders who are registered or beneficial Shareholders as of the record date for the purposes of determining the Shareholders entitled to receive notice of and to vote at the Meeting and who are registered Shareholders prior to the deadline for exercising Dissent Rights, as contemplated in the Plan of Arrangement; (e5) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f6) that the Silvermex Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to Company in accordance with the terms of this Agreement, Agreement or as otherwise agreed to by the Parties without the need for additional approval of the CourtCourt and without the necessity of first convening the Meeting or obtaining any vote of the Shareholders and notice of any such adjournment(s) or postponement(s) shall be given by such method as the Board may determine is appropriate in the circumstances; (g7) for the fixing of the record date and that it is First Majestic’s intention the record date for the Shareholders entitled to rely upon notice of and to vote at the exemption from registration provided by Section 3(a)(10Meeting will not change in respect of any adjournment(s) or postponement(s) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the ArrangementMeeting, based on the Court’s approval of the Arrangementunless required by Law; and (h) 8) for such other matters as First Majestic may reasonably requirethe Purchaser or the Company, subject to obtaining the prior consent of Silvermexthe other Party, such consent not to be unreasonably withheld withheld, conditioned or delayed, may reasonably require or request.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Silvermex European Goldfields Meeting in accordance with Section 2.3, Silvermex European Goldfields shall apply to the Court in a manner acceptable to First MajesticEldorado, acting reasonably, pursuant to Section 195 of the Business Corporations Act YBCA and prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex European Goldfields Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the European Goldfields Meeting referred to in Section 2.3(a); (c) that the requisite approval for the Arrangement Resolution shall be be: (i) two-thirds of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) European Goldfields Shareholders present in person or by proxy at the Silvermex MeetingEuropean Goldfields Meeting and voting as a single class (the “European Goldfields Shareholder Approval”); (ii) two-thirds of the votes cast on the Arrangement Resolution by the European Goldfields Securityholders present in person or by proxy at the European Goldfields Meeting and voting as a single class (the “European Goldfields Combined Securityholder Approval”), such that with each Silvermex Shareholder is entitled European Goldfields Option and European Goldfields RSU entitling the holder thereof to one vote at the European Goldfields Meeting for each Silvermex Share held, European Goldfields Option and European Goldfields RSU held by each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, such holder; and (iii) if required under applicable Law, a majority of the votes attached to the European Goldfields Shares held by European Goldfields Shareholders present in person or by proxy at the European Goldfields Meeting excluding votes attached to European Goldfields Shares held by Eldorado and any other person described in items (a) through (d) of section 8.1(2) of MI 61-101, minority approval in accordance with MI 61-101101 (the “Majority of the Minority Approval”); (cd) that, in all other respects, the terms, conditions and restrictions and conditions of the articles of SilvermexEuropean Goldfields constating documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex European Goldfields Meeting; (de) for the grant of Dissent Rights to the Dissent RightsEuropean Goldfields Shareholders who are registered European Goldfields Shareholders; (ef) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fg) that the Silvermex European Goldfields Meeting may be adjourned or postponed from time to time by the Silvermex Board, European Goldfields Board subject to the terms of this Agreement, Agreement without the need for additional approval of the Court;; and (gh) that it is First MajesticEldorado’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Consideration Shares and Replacement Warrants Options to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (h) for such other matters as First Majestic may reasonably require, subject to obtaining the prior consent of Silvermex, such consent not to be unreasonably withheld or delayed.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3, Silvermex Aastra shall apply to the Court in a manner acceptable to First MajesticMitel, acting reasonably, pursuant to Section 192 of the Business Corporations Act CBCA and prepare, file and diligently pursue an application to the Court for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Aastra Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the Aastra Meeting referred to in Section 2.6; (c) that the requisite approval for the Arrangement Resolution shall be two-thirds (i) 66 2/3% of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) Aastra Shareholders present in person or represented by proxy at the Silvermex Aastra Meeting, ; such that each Silvermex Aastra Shareholder is entitled to one vote for each Silvermex Aastra Share held; and (ii) if required, each Silvermex Optionholder a simple majority of the votes cast on the Arrangement Resolution by Minority Shareholders present in person or represented by proxy at the Aastra Meeting; (d) that it is entitled the intention of the Parties to one vote for each Silvermex Share issuable rely upon exercise Section 3(a)(10) of each Silvermex Option held and each Silvermex Warrantholder is entitled the U.S. Securities Act to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval issue the Consideration Shares in accordance with MI 61-101the Arrangement, based on the Court’s approval of the Arrangement and its determination of the substantive and procedural fairness of the Arrangement; (ce) that the Aastra Meeting may be adjourned or postponed from time to time by the Aastra Board subject to the terms of this Agreement without the need for additional approval of the Court; (f) that the record date for Aastra Shareholders entitled to notice of and to vote at the Aastra Meeting will not change in respect of any adjournment(s) of the Aastra Meeting; (g) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions and conditions of the articles constating documents of SilvermexAastra, including quorum requirements and all other matters, shall apply in respect of the Silvermex Aastra Meeting; (dh) for the grant of the Dissent RightsRights to registered holders of Aastra Shares as set forth in the Plan of Arrangement; (ei) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Silvermex Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to the terms of this Agreement, without the need for additional approval of the Court; (g) that it is First Majestic’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (hj) for such other matters as First Majestic Mitel may reasonably require, subject to obtaining the prior consent of SilvermexAastra, such consent not to be unreasonably withheld or delayed.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, and but in any event in sufficient time on or before July 31, 2022, (provided however that should Court operations again become restricted due to hold the Silvermex Meeting in accordance with Section 2.3COVID-19 pandemic the foregoing date may be extended until the earlier of: (a) the date on which the Court grants a telephonic or other remote means of hearing the motion for the Interim Order; and (b) the earliest possible date on which the Court grants a hearing date for the motion for the Interim Order once it resumes normal operations), Silvermex the Parent shall apply to the Court and, in a manner acceptable to First Majesticcooperation with the Company and the Merger Sub, acting reasonably, pursuant to the Business Corporations Act and prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (ai) for the date on which the Parent Shareholder Meeting will be set; (ii) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement Arrangement, the Parent Shareholder Meeting and the Silvermex Company Shareholder Meeting and for the manner in which such notice is to be provided; (biii) for confirmation of the record date for the Parent Shareholder Meeting; (iv) that the requisite required level of approval (the “Required Approval”) for the Arrangement Resolution shall be be: (A) two-thirds of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) Parent Shareholders present in person or represented by proxy at the Silvermex Parent Shareholder Meeting; and (B) if applicable, a simple majority of the votes cast on the Arrangement Resolution by Parent Shareholders present in person or represented by proxy at the Parent Shareholder Meeting, such that each Silvermex Shareholder is entitled excluding votes cast by directors, senior officers and certain other parties of the Parent whose votes must be excluded pursuant to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI Multinational Instrument 61-101; (cv) that, in all other respects, the terms, restrictions and conditions of the articles of SilvermexParent’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex Parent Shareholder Meeting; (dvi) for the grant of Dissent Rights as contemplated in the Dissent RightsPlan of Arrangement; (evii) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fviii) that the Silvermex Parent Shareholder Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to Parent in accordance with the terms of this Agreement, Agreement without the need for additional approval of the Court; (gix) that the record date for Parent Shareholders entitled to notice of and to vote at the Parent Shareholder Meeting will not change in respect of any adjournment(s) or postponement(s) of the Parent Shareholder Meeting; (x) that it is First Majesticthe Parent’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Consideration Shares and the Replacement Warrants Options to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (hxi) for such other matters as First Majestic either the Parent or the Company may reasonably require, subject to obtaining the prior consent of Silvermexthe other, such consent not to be unreasonably withheld or delayed.

Interim Order. (1) As soon as reasonably practicable following after the execution of this Agreement, and date hereof but in any event no less than seven Business Days after the date hereof and in sufficient time to hold permit the Silvermex GameSquare Meeting to be convened in accordance with Section 2.32.3(1), Silvermex shall apply to the Court GameSquare covenants that it will, in a manner acceptable to First MajesticEngine Gaming, acting reasonably, pursuant to in accordance with the Business Corporations Act and provisions of the OBCA, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex GameSquare Meeting and for the manner in which such notice is to be provided; (b) that, except as required by Law, the record date for GameSquare Shareholders entitled to receive notice of and to vote at the GameSquare Meeting need not change in respect of any adjournment(s) or postponement(s) of the GameSquare Meeting or any other change, unless required by Law; (c) that the requisite approval for the GameSquare Arrangement Resolution shall be two-thirds be (A) 66 2/3% of the votes cast on the GameSquare Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) GameSquare Shareholders present in person Person or represented by proxy and entitled to vote at the Silvermex GameSquare Meeting and (B) a majority of the votes cast on the GameSquare Arrangement Resolution by GameSquare Shareholders present in Person or represented by proxy and entitled to vote at the GameSquare Meeting, such excluding votes attached to the GameSquare Shares that each Silvermex Shareholder is entitled are required to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled be excluded pursuant to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101; (c) that, in all other respects, the terms, restrictions and conditions of the articles of Silvermex, including quorum requirements and all other matters, shall apply in respect of the Silvermex Meeting; (d) for the grant of Dissent Rights as set forth in the Dissent RightsPlan of Arrangement; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order, including a requirement that any respondent provide notice to Engine Gaming; (f) that the Silvermex GameSquare Meeting may be adjourned or postponed from time to time by the Silvermex GameSquare Board, subject to the terms of this Agreement, without the need for additional approval of the CourtCourt and without the necessity of first convening the GameSquare Meeting or first obtaining any vote of the GameSquare Shareholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as the GameSquare Board may determine is appropriate in the circumstances; (g) that the GameSquare Meeting may be held in-person or be a virtual meeting or hybrid meeting whereby GameSquare Shareholders may join virtually; (h) that in all other respects, the terms, conditions and restrictions of GameSquare’s constating documents, including quorum requirements and other matters shall apply with respect to the GameSquare Meeting; and (i) for such other matters as GameSquare or Engine Gaming may reasonably require, subject to obtaining the consent of the other Party (such consent not to be unreasonably withheld or delayed). (2) In seeking the Interim Order, GameSquare shall advise the Court that it is First Majestic’s the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares all Consideration Shares, Replacement Warrants, Replacement Options and Replacement Warrants RSUs to be issued pursuant to the Arrangement, Arrangement based upon and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is substantively and procedurally fair and reasonable to GameSquare Securityholders, as applicable, to whom such securities will be issued by Engine Gaming pursuant to the Arrangement; and (h) for such other matters as First Majestic may reasonably require, subject to obtaining following a hearing and after consideration of the prior consent of Silvermex, such consent not to be unreasonably withheld or delayedsubstantive and procedural terms and conditions thereof.

Interim Order. As (a) Xxxx shall apply to the Court pursuant to the BCBCA and in a manner acceptable to Excellon, acting reasonably, as soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Silvermex Xxxx Meeting in accordance with Section 2.3, Silvermex shall apply to the Court in a manner acceptable to First Majestic, acting reasonably, pursuant to the Business Corporations Act and prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (ai) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Xxxx Meeting and for the manner in which such notice is to be provided; (bii) for confirmation of the record date for the Xxxx Meeting; (iii) that the requisite approval (the "Xxxx Arrangement Approval") for the Xxxx Arrangement Resolution Resolutions shall be two-thirds the affirmative vote of: (A) at least 66⅔% of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) Xxxx Shareholders present in person or represented by proxy at the Silvermex Xxxx Meeting, such that each Silvermex Shareholder is entitled ; and (B) to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if the extent required by MI 61-101, minority approval a majority of the votes cast on the Arrangement Resolution by Xxxx Shareholders present in accordance with person or represented by proxy at the Xxxx Meeting excluding for this purpose votes attached to the Xxxx Shares held by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101; (civ) that, that in all other respects, the terms, conditions and restrictions and conditions of the articles of SilvermexXxxx' constating documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex Xxxx Meeting; (dv) for the grant of Dissent Rights to registered Xxxx Shareholders, as contemplated in the Dissent RightsPlan of Arrangement; (evi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fvii) that the Silvermex Xxxx Meeting may be adjourned or postponed from time to time by the Silvermex BoardXxxx Board or management, subject to the terms of this Agreement, without the need for additional approval of the Court; (gviii) that the record date for Xxxx Shareholders entitled to notice of and to vote at the Xxxx Meeting will not change in respect of any adjournment(s) or postponement(s) of the Xxxx Meeting, unless required by Law; (ix) that it is First Majestic’s Excellon's intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities 1933 Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangementissue, based on the Court’s 's approval of the Arrangement and in accordance with the Plan of Arrangement, the Share Consideration to Xxxx Shareholders who are resident in the United States in exchange for Xxxx Shares without registration under the 1933 Act; and (hx) for such other matters as First Majestic Excellon may reasonably require, subject to obtaining the prior consent of SilvermexXxxx, such consent not to be unreasonably withheld withheld, delayed or delayedconditioned. (b) The application and motion materials, including affidavit materials, draft orders and any amendments thereto for the applications referred to in this Section 2.2 shall be in a form satisfactory to both Parties, acting reasonably.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3, Silvermex Alpha shall apply to the Court in a manner acceptable to First Majestic, Crystal acting reasonably, pursuant to the Business Corporations Act and and, in cooperation with Crystal, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Alpha Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the Alpha Meeting; (c) that the requisite approval for approvals required in connection with the Arrangement shall be: (i) 2/3 of the votes cast on the Class C Share Resolution shall be two-thirds by the Alpha Shareholders, voting as a single class; (ii) 2/3 of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (Alpha Shareholders, voting together as a single class; and (iii) 2/3 of the votes cast on the Arrangement Resolution by the Alpha Shareholders and Alpha Warrantholders, voting as a single class, present in person or by proxy at the Silvermex MeetingAlpha Meeting (collectively, such the “Alpha Securityholder Approval”); (d) that each Silvermex Alpha Shareholder is entitled to one vote for each Silvermex Alpha Share heldheld by such Alpha Shareholder, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Alpha Warrantholder is entitled to one vote for each Silvermex Alpha Common Share issuable upon exercise of each Silvermex Warrant held, together with, if required underlying the Alpha Warrants held by MI 61-101, minority approval in accordance with MI 61-101such Alpha Warrantholder; (ce) that, in all other respects, the terms, conditions and restrictions and conditions of the articles constating documents of SilvermexAlpha, including quorum requirements and all other matters, shall apply in respect of the Silvermex Alpha Meeting; (df) for the grant of Dissent Rights to the Dissent RightsAlpha Shareholders who are registered Alpha Shareholders; (eg) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fh) that the Silvermex Alpha Meeting may be adjourned or postponed from time to time by the Silvermex Board, Alpha Board subject to the terms of this Agreement, Agreement without the need for additional approval of the Court; (gi) that it is First MajesticXxxxxxx’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Consideration Shares and Replacement Consideration Warrants to be issued pursuant to the Arrangement, based on upon the Court’s approval of the Arrangement; (j) that the record date for Alpha Shareholders and Alpha Warrantholders entitled to notice of and to vote at the Alpha Meeting will not change in respect of any adjournment(s) of the Alpha Meeting; and (hk) for such other matters as First Majestic Crystal may reasonably require, subject to obtaining the prior written consent of SilvermexAlpha, such consent not to be unreasonably withheld or delayed.

Interim Order. As Harvest agrees that as soon as reasonably practicable following after the execution of this Agreementdate hereof, and but in any event in sufficient time prior to hold the Silvermex Meeting in accordance with Section 2.3November 30, Silvermex 2009, Harvest shall apply to the Court in a manner reasonably acceptable to First Majestic, acting reasonably, the Purchaser pursuant to Section 193 of the Business Corporations Act and ABCA and, in cooperation with the Purchaser, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the class calling and the holding of Persons the Special Meeting, including the record date for determining the persons to whom notice of the Special Meeting is to be provided in respect of the Arrangement and the Silvermex Meeting and for determining the manner in which such notice is persons entitled to be providedvote at the Special Meeting; (b) that the securities of Harvest for which holders as at the record date established for the Special Meeting shall be entitled to vote on the Special Resolution shall be the Trust Units and Rights; (c) that all Securityholders as at the record dates established for the Special Meeting shall be entitled to vote on the Special Resolution as follows: (i) each Unitholder being entitled to one vote for each Trust Unit held by them on the Special Resolution; and (ii) each Rightholder being entitled to one vote for each Right held by them on the Special Resolution. (d) that the requisite level of approval for the Arrangement Special Resolution shall be at least two-thirds of the votes cast on the Arrangement Special Resolution by those Unitholders and Rightholders present in person or represented by proxy and entitled to vote at the Silvermex Securityholders (Special Meeting, voting together as a single class) present in person or by proxy at the Silvermex Meeting, such that each Silvermex Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101; (ce) that, in all other respects, the terms, restrictions and conditions of the articles of SilvermexHarvest Trust Indenture, including quorum requirements and all other matters, shall apply in respect of the Silvermex Special Meeting; (df) for the grant of the Dissent Rights; (eg) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;; and (fh) that the Silvermex Special Meeting may be adjourned or postponed from time to time by Harvest with the Silvermex Board, subject to consent of the terms of this Agreement, Purchaser without the need for additional approval of the Court; (g) that it is First Majestic’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (h) for such other matters as First Majestic may reasonably require, subject to obtaining the prior consent of Silvermex, such consent not to be unreasonably withheld or delayed.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, (and in any event in sufficient time to hold within ten (10) days) following an SEC Clearance Event, the Silvermex Meeting in accordance with Section 2.3Corporation shall apply, Silvermex shall apply to the Court in a manner reasonably acceptable to First Majestic, acting reasonablythe Purchaser, pursuant to Section 291(2) of the Business Corporations Act and BCBCA and, in cooperation with the Purchaser, prepare, file and diligently pursue an application for the Interim Order. The terms of the Interim Order shall be approved by the Purchaser, which shall acting reasonably, and must provide, among other things: (a1) for the class classes of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Meeting and for the manner in which such notice is to be provided; (b2) that the requisite Corporation is authorized to call and hold the Meeting to consider and, if thought advisable, pass the Arrangement Resolution; (3) to fix the record date for the purpose of determining the Shareholders and Warrant Holders entitled to receive notice of, and to vote at, the Meeting; (4) that the required level of approval for the Arrangement Resolution shall be two-thirds be: (a) not less than 66⅔% of the votes cast on the Arrangement Resolution by the Silvermex Securityholders Shareholders, voting as a single class, present in person or represented by proxy at the Meeting, each being entitled to one vote per Share; (b) not less than 66⅔% of the votes cast on the Arrangement Resolution by the Shareholders and Warrant Holders, voting together as a single class, present in person or represented by proxy at the Meeting, each being entitled to one vote per Share and one vote per Share underlying each Warrant; and (c) if required under Securities Laws, a simple majority of the votes cast on the Arrangement Resolution by Shareholders and Warrant Holders (other than any Person required to be excluded for the purpose of such vote under MI 61-101) present in person or represented by proxy at the Silvermex Meeting, such that with the holders of the Common Shares and Common Share Warrants and the Series II Shares and Series II Warrants each Silvermex Shareholder is voting in separate class votes, each being entitled to one vote for each Silvermex per Share held, each Silvermex Optionholder is entitled to and one vote for per Share underlying each Silvermex Share issuable upon exercise Warrant, voting in accordance with Part 8 of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101101 or any exemption therefrom; (c5) that, subject to the foregoing and in all other respects, other than as ordered by the Court, the terms, restrictions and conditions of the articles of SilvermexCorporation’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex Meeting; (d6) for the grant of Dissent Rights as contemplated in the Dissent RightsPlan of Arrangement; (e7) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f8) that the Corporation and Purchaser are authorized to make any revisions, amendments, or supplements to the Plan of Arrangement; (9) that the Silvermex Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to Corporation in accordance with the terms of this Agreement, Agreement and without the need for additional approval of the Court; (g10) that it is First Majestic’s intention the record date for the Shareholders and Warrant Holders entitled to rely upon notice of and to vote at the exemption from registration provided by Section 3(a)(10Meeting will not change in respect of any adjournment(s) or postponement(s) of the U.S. Securities Act with respect Meeting, unless required by Law or the Court; (11) that the deadline for the submission of proxies by Shareholders and Warrant Holders shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Toronto, Ontario) prior to the issuance Meeting, subject to waiver by the Corporation in accordance with the terms of this Agreement; (12) that upon approval by the Shareholders and Warrant Holders of the First Majestic Shares and Replacement Warrants to be issued pursuant to Arrangement Resolution, the Arrangement, based on Corporation will seek Court approval for the Court’s approval Plan of the Arrangement; and (h13) for such other matters as First Majestic may reasonably require, subject to obtaining the Purchaser or the Corporation (each with the prior written consent of Silvermexthe other, such consent not to be unreasonably withheld withheld, conditioned or delayed) may reasonably require.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, and but in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3on or before February 14, Silvermex 0000, Xxxxxx shall apply to the Court in a manner acceptable to First MajesticPrimero, acting reasonably, pursuant to Section 192 of the Business Corporations Act and CBCA and, in cooperation with Primero, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Brigus Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the Brigus Meeting; (c) that the requisite approval for the Arrangement Resolution shall be (i) a majority of no less than two-thirds of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) Brigus Shareholders present in person or by proxy at the Silvermex Brigus Meeting, such that each Silvermex Shareholder is entitled and (ii) a majority of the votes attached to one vote the Brigus Shares held by Brigus Shareholders present in person or represented by proxy at the Brigus Meeting excluding for each Silvermex Share held, each Silvermex Optionholder is entitled this purpose votes attached to one vote for each Silvermex Share issuable upon exercise Brigus Shares held by persons described in items (a) through (d) of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise section 8.1(2) of each Silvermex Warrant held, together with, if required by MI 61-101101 (collectively, minority approval in accordance with MI 61-101the “Brigus Shareholder Approval”); (cd) that, in all other respects, the terms, conditions and restrictions and conditions of the articles of SilvermexBrigus constating documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex Brigus Meeting; (de) for the grant of Dissent Rights to the Dissent RightsBrigus Shareholders who are registered Brigus Shareholders; (ef) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fg) that the Silvermex Brigus Meeting may be adjourned or postponed from time to time by the Silvermex Board, Brigus Board subject to the terms of this Agreement, Agreement without the need for additional approval of the Court; (gh) that it is First MajesticPrimero’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Consideration Shares and Replacement Warrants Options to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; (i) that it is SpinCo’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the SpinCo Shares to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (hj) for such other matters as First Majestic Primero and/or Brigus may reasonably require, subject to obtaining the prior consent of SilvermexBrigus and/or Primero, respectively, such consent not to be unreasonably withheld or delayed.

Interim Order. As Tahoe shall, as soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Silvermex Tahoe Meeting in accordance with Section 2.32.4, Silvermex shall apply to the Court in a manner acceptable to First MajesticPan American, acting reasonably, pursuant to subsection 291(2) of the Business Corporations Act and BCBCA and, in cooperation with Pan American, prepare, file and diligently pursue an application to the Court for the Interim Order, which shall provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Tahoe Meeting and for the manner in which such notice is to be provided; (b) for confirmation of the record date for the Tahoe Meeting (which date shall be fixed and filed by Tahoe in consultation with Pan American, acting reasonably); (c) that the requisite approval for the Arrangement Tahoe Resolution shall be two-thirds (i) 66?% of the votes cast on the Arrangement Tahoe Resolution by the Silvermex Securityholders (voting together as a single class) Tahoe Shareholders present in person or represented by proxy at the Silvermex Tahoe Meeting, such that with each Silvermex Tahoe Share entitling a Tahoe Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise vote; and (ii) a simple majority of each Silvermex Option the votes cast on the Tahoe Resolution by Tahoe Shareholders present in person or represented by proxy at the Tahoe Meeting (excluding Tahoe Securities held by certain “related parties” and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by “interested parties” (as such terms are defined in MI 61-101, minority approval ) in accordance with the requirements of MI 61-101); (cd) that, in all other respects, the terms, restrictions and conditions of the articles of SilvermexTahoe’s constating documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex Tahoe Meeting; (de) for the grant of Dissent Rights to the Dissent RightsTahoe Shareholders who are registered holders of Tahoe Shares; (ef) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fg) that the Silvermex Tahoe Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to the terms of this Agreement, Tahoe without the need for additional approval of the Court; (gh) that the record date for Tahoe Securityholders entitled to receive notice of and vote at the Tahoe Meeting will not change in respect of any adjourned Tahoe Meeting; (i) for the notice requirement with respect to the application to the Court for the Final Order; (j) that each Tahoe Securityholder entitled to Consideration pursuant to the Arrangement will have the right to appear before the Court so long as they enter an appearance within a reasonable time and are in accordance with the procedures set out in the Interim Order; (k) that it is First Majestic’s the Parties’ intention to rely upon on the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act Exemption with respect to the issuance of Pan American Shares, Replacement Options and CVRs to Tahoe Shareholders and Tahoe Optionholders, as the First Majestic Shares and Replacement Warrants to be issued case may be, pursuant to the Arrangement, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to Tahoe Shareholders and Tahoe Optionholders, as the case may be, and based on the Court’s approval of the Arrangement; and (hl) for such other matters as First Majestic Pan American may reasonably require, require subject to obtaining the prior written consent of SilvermexTahoe, such consent not to be unreasonably withheld or delayed.

Interim Order. As (a) Novamind shall apply to the Court pursuant to Section 192 of the CBCA and in a manner acceptable to Numinus, acting reasonably, as soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Silvermex Novamind Meeting in accordance with Section 2.3, Silvermex shall apply to the Court in a manner acceptable to First Majestic, acting reasonably, pursuant to the Business Corporations Act and prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (ai) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Novamind Meeting and for the manner in which such notice is to be provided; (bii) for confirmation of the record date for the Novamind Meeting (which date shall be fixed by Novamind in consultation with Numinus); (iii) that the requisite approval (the “Novamind Arrangement Approval”) for the Novamind Arrangement Resolution Resolutions shall be two-thirds the affirmative vote of: (A) at least 66⅔% of the votes cast on the Novamind Arrangement Resolution Resolutions by the Silvermex Securityholders (voting together as a single class) Novamind Shareholders present in person or represented by proxy at the Silvermex Novamind Meeting, such that each Silvermex Shareholder is entitled ; and (B) a majority of the votes cast on the Novamind Arrangement Resolutions by Novamind Shareholders present in person or represented by proxy at the Novamind Meeting excluding for this purpose votes attached to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise the Novamind Shares held by persons described in items (a) through (d) of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise Section 8.1(2) of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101if required; (civ) that, that in all other respects, the terms, conditions and restrictions and conditions of the articles of SilvermexNovamind’s constating documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex Novamind Meeting; (dv) for the grant of the Dissent RightsRights only to registered Novamind Shareholders; (evi) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fvii) that the Silvermex Novamind Meeting may be adjourned or postponed from time to time by the Silvermex Novamind Board, subject to the terms of this Agreement, without the need for additional approval of the Court; (gviii) that the record date for Novamind Shareholders entitled to notice of and to vote at the Novamind Meeting will not change in respect of any adjournment(s) or postponement(s) of the Novamind Meeting, unless required by applicable Laws; (ix) that the deadline for the submission of proxies by Novamind Shareholders for the Novamind Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Vancouver, British Columbia) prior to the Novamind Meeting, subject to waiver by Novamind in accordance with the terms of this Agreement; (x) that it is First Majestic’s Numinus’ intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect Exemption to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangementissue, based on the Court’s approval of the Arrangement and in accordance with the Plan of Arrangement, the Share Consideration and Replacement Options to Novamind Securityholders who are resident in the United States or U.S. Persons in exchange for Novamind Shares without registration under the 1933 Act; and (hxi) for such other matters as First Majestic Numinus may reasonably require, subject to obtaining the prior consent of SilvermexNovamind, such consent not to be unreasonably withheld withheld, delayed or delayedconditioned. (b) The application and motion materials, including affidavit materials, draft orders and any amendments thereto for the applications referred to in this Section 2.2 shall be in a form satisfactory to the Parties acting reasonably.

Interim Order. As (a) Xxxxxxx shall, as soon as reasonably practicable following the execution of this Agreementpracticable, and in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3, Silvermex shall apply to the Court in a manner acceptable to First MajesticEFI, acting reasonably, pursuant to under Section 182 of the Business Corporations Act and prepare, file and diligently pursue an application OBCA for the Interim Order, which application shall request that the Interim Order provide, among other things: (ai) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Xxxxxxx Meeting and for the manner in which such notice is to be provided; (bii) that the requisite approval for the Arrangement Xxxxxxx Resolution shall be two-thirds 66 2/3% of the votes cast on the Arrangement Xxxxxxx Resolution by the Silvermex Securityholders (voting together as a single class) holders of Xxxxxxx Common Shares present in person or by proxy at the Silvermex Meeting, such that each Silvermex Xxxxxxx Meeting (the “Xxxxxxx Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101Approval”); (ciii) that, that in all other respects, the terms, conditions and restrictions and conditions of the articles of SilvermexXxxxxxx constating documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex Xxxxxxx Meeting; (div) for the grant of Dissent Rights to the Dissent Rightsholders of Xxxxxxx Common Shares; (ev) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fvi) that the Silvermex Xxxxxxx Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to the terms management of this Agreement, Xxxxxxx without the need for additional approval of the Court; (gvii) that the record date for Xxxxxxx Shareholders entitled to notice of and to vote at the Xxxxxxx Meeting will not change in respect of any adjournment(s) of the Xxxxxxx Meeting; (viii) that it is First Majestic’s Xxxxxxx’x intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act Exemption with respect to the issuance of interests in the First Majestic EFI Note, the Xxxxxxx New Common Shares and Replacement Warrants the EFI Payment Shares to be issued the Xxxxxxx Shareholders pursuant to the Arrangement, based on Arrangement to implement the Court’s transactions contemplated hereby; (ix) for notice to EFI of the Xxxxxxx Meeting and the right of the representatives of EFI to attend such meeting; (x) that the Plan of Arrangement may be amended as contemplated herein and in accordance with Section 7.1 without notice to or approval of any Xxxxxxx Shareholders except as required by Section 7.1 or the ArrangementInterim Order; and (hxi) for such other matters as First Majestic Xxxxxxx may reasonably require, subject to obtaining the prior consent of SilvermexEFI, such consent not to be unreasonably withheld or delayed. (b) The application and motion materials, including affidavit materials, draft orders and any amendments thereto for the Applications referred to in this Section shall be in a form satisfactory to EFI and Xxxxxxx, acting reasonably.

Interim Order. (a) As soon as reasonably practicable following after the execution date of this Agreement, and but in any event in sufficient time to hold permit each of the Silvermex Reunion Gold Meeting and the GMIN Meeting to be convened in accordance with Section 2.32.3(b) and Section 2.5(b), Silvermex respectively, GMIN and Reunion Gold shall apply to the Court in a manner acceptable to First Majestic, acting reasonably, pursuant to the Business Corporations Act and jointly prepare, file file, proceed with and diligently pursue an application to the Court for the Interim Order, which shall provide, among other things: (ai) for the class calling and holding of the Reunion Gold Meeting and of the GMIN Meeting and for the classes of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Reunion Gold Meeting and for the GMIN Meeting and the manner in which such notice is to be provided; (bii) that each Reunion Gold Securityholder and GMIN Shareholder, as applicable, shall be entitled to one vote for each Reunion Gold Security or GMIN Share, respectively, held at the Reunion Gold Meeting and the GMIN Meeting, respectively; (iii) that the requisite approval for the Reunion Gold Arrangement Resolution (the “Reunion Gold Securityholder Approval”) shall be two-thirds be: (A) at least 662/3% of the votes cast on the Arrangement Resolution by the Silvermex Securityholders Reunion Gold Shareholders, present in person or represented by proxy at the Reunion Gold Meeting; (B) at least 662/3% of the votes cast by the Reunion Gold Securityholders, present in person or represented by proxy at the Reunion Gold Meeting, voting together as a single class; and (C) if, and to the extent required under Securities Laws, a majority of the votes cast by the Reunion Gold Shareholders present in person or represented by proxy at the Silvermex Reunion Gold Meeting, such that each Silvermex Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise voting together as a single class after excluding the votes cast by those Persons described in items (a) through (d) of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise section 8.1(2) of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101; (civ) that, in all other respects, that the terms, restrictions and conditions requisite approval for the GMIN Arrangement Resolution (the “GMIN Shareholder Approval”) shall be: (A) at least 662/3% of the articles of Silvermexvotes cast by the GMIN Shareholders, including quorum requirements present in person or represented by proxy at the GMIN Meeting; and (B) if, and all other mattersto the extent required under Securities Laws, shall apply in respect a majority of the Silvermex votes cast by the GMIN Shareholders present in person or represented by proxy at the GMIN Meeting, voting together as a single class after excluding the votes cast by those Persons described in items (a) through (d) of section 8.1(2) of MI 61-101; (dv) for the grant of the Dissent RightsRights to registered holders of Reunion Gold Shares as of the record date of the Reunion Gold Meeting, which Dissent Rights shall provide that a registered Reunion Gold Shareholder’s written objection to the Reunion Gold Arrangement Resolution must be received by Reunion Gold by no later than 48 hours (excluding Saturday, Sundays and statutory holidays in Montreal, Québec and Toronto, Ontario) before the Reunion Gold Meeting; (evi) for the grant of the Dissent Rights to registered holders of GMIN Shares as of the record date of the GMIN Meeting, which Dissent Rights shall provide that a registered GMIN Shareholder’s written objection to the GMIN Arrangement Resolution must be received by GMIN by no later than 48 hours (excluding Saturday, Sundays and statutory holidays in Montreal, Québec and Toronto, Ontario) before the GMIN Meeting; (vii) for notice requirements with respect to the presentation of the joint application to the Court for the Final Order; (fviii) that the Silvermex Reunion Gold Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to management of Reunion Gold in accordance with the terms of this Agreement, Agreement or as otherwise agreed to by the Parties in writing without the need for additional approval of the Court; (gix) that it is First Majestic’s intention the GMIN Meeting may be adjourned or postponed from time to rely upon time by management of GMIN in accordance with the exemption from registration provided terms of this Agreement or as otherwise agreed to by Section 3(a)(10) the Parties in writing without the need for additional approval of the U.S. Securities Act Court; (x) that the deadline for submission of proxies by Reunion Gold Securityholders for the Reunion Gold Meeting or by GMIN Shareholders for the GMIN Meeting shall be 48 hours (excluding Saturdays, Sundays and statutory holidays in Montreal, Québec and Toronto, Ontario) prior to the Reunion Gold Meeting or the GMIN Meeting, as applicable; (xi) that the Reunion Gold Meeting and the GMIN Meeting may be held in-person or be a virtual meeting or hybrid meeting whereby Reunion Gold Securityholders and GMIN Shareholders, as applicable, may join virtually; (xii) confirmation of the record date for the purposes of determining the Persons entitled to receive notice of and vote with respect to the issuance Reunion Gold Arrangement Resolution at the Reunion Gold Meeting; (xiii) confirmation of the First Majestic Shares record date (which shall be the same day as the record date referred to in Section 2.2(a)(xi)) for the purposes of determining the Persons entitled to receive notice of and Replacement Warrants to be issued pursuant vote with respect to the ArrangementGMIN Arrangement Resolution at the GMIN Meeting; (xiv) that the record date for Reunion Gold Securityholders entitled to notice of and to vote at the Reunion Gold Meeting will not change in respect of any adjournment or postponement of the Reunion Gold Meeting, based on unless required by applicable Laws or as otherwise agreed to by the Principal Parties in writing; (xv) that the record date for GMIN Shareholders entitled to notice of and to vote at the GMIN Meeting will not change in respect of any adjournment or postponement of the GMIN Meeting, unless required by applicable Laws or as otherwise agreed to by the Principal Parties in writing; (xvi) that in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of Reunion Gold’s constating documents, including quorum requirements and other matters, shall apply in respect of the Reunion Gold Meeting; (xvii) that in all other respects, other than as ordered by the Court, the terms, conditions and restrictions of GMIN’s constating documents, including quorum requirements and other matters, shall apply in respect of the GMIN Meeting; (xviii) the Interim Order will specify that each Person who files a Notice of Appearance as ordered by the Court and in accordance with the Rules of Civil Procedure will have the right to appear before the Court at the hearing of the Court to give approval of the ArrangementArrangement so long as such Person enters an appearance within a reasonable period of time; and (hxix) for such other matters as First Majestic the Principal Parties may reasonably requireagree in writing, subject to obtaining the prior consent of Silvermex, such consent not to be unreasonably withheld or delayedeach acting reasonably.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3, Silvermex shall BAM will apply to the Court in a manner acceptable to First Majestic, acting reasonably, pursuant to Section 291 of the Business Corporations Act BCBCA and prepare, file and diligently pursue an application for the Interim Order, which shall will provide, among other things: (a) for the calling and holding of the BAM Meeting for the purpose, among other things, of considering the BAM Arrangement Resolution; (b) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex BAM Meeting and for the manner in which such notice is to be provided; (bc) that the requisite approval for the BAM Arrangement Resolution shall be two-thirds will be: (i) not less than 66⅔% of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) holders of BAM Class A Shares present in person or represented by proxy at the Silvermex BAM Meeting; (ii) not less than 66⅔% of the votes cast by the holders of BAM Class B Shares present in person or represented by proxy at the BAM Meeting; and (iii) not less than a majority of the votes cast by the holders of BAM Class A Shares present in person or represented by proxy at the BAM Meeting, such other than votes cast in respect of BAM Class A Shares that each Silvermex Shareholder are beneficially owned by any Interested BAM Class A Shareholders or over which control or direction is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required exercised by MI 61-101, minority approval in accordance with MI 61-101any Interested BAM Class A Shareholder; (cd) that, in all other respects, the terms, conditions and restrictions and conditions of the articles of SilvermexBAM’s articles, including quorum requirements for BAM Shareholders, and all other matters, shall apply in respect of the Silvermex BAM Meeting; (d) for the grant of the Dissent Rights; (e) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) for the confirmation of the record date for the BAM Meeting; and (g) that the Silvermex BAM Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to the terms of this Agreement, BAM without the need for additional approval of the Court; (g) that it is First Majestic’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (h) for such other matters as First Majestic may reasonably require, subject to obtaining the prior consent of Silvermex, such consent not to be unreasonably withheld or delayed.

Interim Order. As soon as reasonably practicable following after SEC Approval is obtained, the execution of this Agreement, and in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3, Silvermex Company shall apply to the Court in a manner acceptable to First Majesticthe Purchaser, acting reasonably, pursuant to Section 192 of the Business Corporations Act and CBCA and, in cooperation with the Purchaser, prepare, file and diligently pursue an application for the Interim Order, which shall must provide, among other things: (ai) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Company Meeting and for the manner in which such notice is to be provided; (bii) that the requisite required level of approval for the Arrangement Resolution shall be (a) two-thirds of the votes attached to the Restricted Voting Shares cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) Shareholders present in person or represented by proxy at the Silvermex Meeting, such that Company Meeting and (b) a majority of the votes attached to the Restricted Voting Shares cast on the Arrangement Resolution by Shareholders present in person or represented by proxy at the Company Meeting excluding for this purpose votes attached to Restricted Voting Shares required to be excluded pursuant to section 8.1(2) of MI 61-101 (which the Parties understand to be the votes attached to any Restricted Voting Shares held by each Silvermex Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held Purchaser Party and each Silvermex Warrantholder “senior officer” of the Company that is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by an “interested party” (as those terms are defined in MI 61-101)), minority approval in accordance each case with MI 61-101one Restricted Voting Share entitling the holder thereof to one vote on the Arrangement Resolution (the “Required Approval”); (ciii) that, in all other respects, the terms, restrictions and conditions of the articles of SilvermexCompany’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the Silvermex Company Meeting; (div) for the grant of the Dissent RightsRights to those Shareholders who are registered Shareholders as contemplated in the Plan of Arrangement; (ev) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fvi) that the Silvermex Company Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to Company in accordance with the terms of this Agreement, Agreement without the need for additional approval of the Court; (gvii) confirmation of the record date for the purposes of determining the Shareholders entitled to notice of and to vote at the Company Meeting in accordance with the Interim Order; (viii) that it is First Majestic’s intention the record date for the Shareholders entitled to rely upon notice of and to vote at the exemption from registration provided by Section 3(a)(10Company Meeting will not change in respect of any adjournment(s) or postponement(s) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the ArrangementCompany Meeting; and (hix) for such other matters as First Majestic the Purchaser may reasonably require, subject to obtaining the prior consent of Silvermexthe Company, such consent not to be unreasonably withheld or delayed. The Purchaser shall attorn, and shall obtain the agreement of each of Cayman LP, Fund V, Dutch Co-op, Dutch Holdco, Dutch Sub, JLL Associates, JLL Holdco, LLC1. Newco (all as such terms are defined in the Plan of Arrangement) and JLL Patheon Holdings III, LLC and their respective affiliates affected by the Plan of Arrangement, to attorn, to the jurisdiction of the Court in respect of the Arrangement, appoint Border Xxxxxx Xxxxxxx LLP as their agent for service in Ontario, and instruct such counsel to appear before the Court and consent to the Interim Order and Final Order on their behalf, in each case no later than five Business Days preceding the date of the application for the Interim Order.

Interim Order. (1) As soon as reasonably practicable following after the execution of this Agreement, and date hereof but in any event in sufficient time to hold permit the Silvermex Aphria Meeting to be convened in accordance with Section 2.32.3(1), Silvermex shall apply to the Court Aphria covenants that it will, in a manner acceptable to First MajesticTilray, acting reasonably, pursuant to in accordance with the Business Corporations Act and provisions of the OBCA, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (ai) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Aphria Meeting and for the manner in which such notice is to be provided; (bii) that the record date for Aphria Shareholders entitled to notice of and to vote at the Aphria Meeting need not change in respect of any adjournment(s) or postponement(s) of the Aphria Meeting or any other change, unless required by Law; (iii) that the requisite approval for the Arrangement Resolution shall be two-thirds 662/3% of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) holders of Aphria Shares, present in person Person or represented by proxy and entitled to vote at the Silvermex Meeting, such that each Silvermex Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101; (c) that, in all other respects, the terms, restrictions and conditions of the articles of Silvermex, including quorum requirements and all other matters, shall apply in respect of the Silvermex Aphria Meeting; (div) for the grant of Dissent Rights as set forth in the Dissent RightsPlan of Arrangement; (ev) for the notice requirements with respect to the presentation of the application to the Court for the Final Order, including a requirement that any respondent provide notice to Tilray; (fvi) that the Silvermex Aphria Meeting may be adjourned or postponed from time to time by the Silvermex Boardmanagement of Aphria, subject to the terms of this Agreement, without the need for additional approval of the CourtCourt and without the necessity of first convening the Aphria Meeting or first obtaining any vote of the Aphria Shareholders respecting the adjournment or postponement, and notice of any such adjournment or postponement shall be given by such method as the Aphria Board may determine is appropriate in the circumstances; (gvii) that the Aphria Meeting may be held in-person or be a virtual meeting or hybrid meeting whereby Aphria Shareholders may join virtually; (viii) that in all other respects, the terms, conditions and restrictions of Aphria's constating documents, including quorum requirements and other matters shall apply with respect to the Aphria Meeting; and (ix) subject to the consent of Aphria (such consent not to be unreasonably withheld or delayed), shall also include a request that the Interim Order provide for such other matters as Tilray may reasonably require. (2) In seeking the Interim Order, Aphria shall advise the Court that it is First Majestic’s the intention of the Parties to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares all Consideration Shares, Replacement DSUs, Replacement RSUs, Replacement Options and Replacement Warrants to be issued pursuant to the Arrangement, Arrangement based upon and conditioned on the Court’s approval of the Arrangement and its determination that the Arrangement is fair and reasonable to holders of Aphria Shares, Aphria RSUs, Aphria DSUs, Aphria Options and Aphria Warrants, as applicable, to whom such securities will be issued by Tilray pursuant to the Arrangement; and (h) for such other matters as First Majestic may reasonably require, subject to obtaining following a hearing and after consideration of the prior consent of Silvermex, such consent not to be unreasonably withheld or delayedsubstantive and procedural terms and conditions thereof.

Interim Order. As soon as reasonably practicable following the execution of this AgreementThe application referred to in Section 2.2(c) shall, unless Brio and in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3Leagold agree otherwise, Silvermex shall apply to the Court in include a manner acceptable to First Majestic, acting reasonably, pursuant to the Business Corporations Act and prepare, file and diligently pursue an application for request that the Interim Order, which shall Order provide, among other things: (a) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Brio Meeting and for the manner in which such notice is to be provided; (b) for a record date, for the purposes of determining the Brio Shareholders entitled to receive notice of and vote at the Brio Meeting, of not later than the date of the issue of the Initial Order, which date shall be fixed and published by Brio in consultation with Leagold, and which shall not be changed in respect of any adjournment(s) or postponement(s) of the Brio Meeting without the consent of Leagold; (c) that the Brio Meeting may be adjourned or postponed from time to time by Brio in accordance with the terms of this Agreement without the need for additional approval by the Court; (d) that, except as required by Law, the record date, for the Brio Shareholders entitled to receive notice of and to vote at the Brio Meeting, will not change in respect of or as a consequence of any adjournment or postponement of the Brio Meeting; (e) that the requisite approval for approvals of the Arrangement Resolution shall will be two-thirds at least: (i) 66⅔% of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) Brio Shareholders present in person or by proxy at the Silvermex Brio Meeting; and (ii) 50% of the votes cast on the Arrangement Resolution by the Brio Shareholders present in person or by proxy at the Brio Meeting, such that each Silvermex Shareholder is entitled to one vote for each Silvermex Share heldafter excluding the votes of Leagold and persons whose votes must be excluded, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101, if applicable; (cf) that, that in all other respects, the terms, conditions and restrictions and conditions of the articles of SilvermexBrio’s constating documents, including quorum requirements with respect to meetings of Brio Shareholders and all other matters, shall apply in with respect of to the Silvermex Brio Meeting; (dg) for the grant of Dissent Rights to the Dissent RightsBrio Shareholders who are registered holders of Brio Shares, as contemplated in the Plan of Arrangement; (eh) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;; and (fi) that the Silvermex Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to the terms of this Agreement, without the need for additional approval of the Court; (g) that it is First Majestic’s intention Parties intend to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect Act, subject to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based conditioned on the Court’s approval of determination that the Arrangement; Arrangement is substantively and procedurally fair to the Brio Securityholders, and (h) for such other matters as First Majestic may reasonably require, subject to obtaining the prior consent of Silvermex, Brio (such consent not to be unreasonably withheld or delayed), Brio shall also request that the Interim Order provide for such other matters as Leagold may reasonably require.

Interim Order. As soon as reasonably practicable following the execution of this Agreement, (and in any event in sufficient time within ten (10) days) following the SEC Clearance Event, Greenbrook shall, pursuant to hold Section 182 of the Silvermex Meeting in accordance with Section 2.3OBCA, Silvermex shall apply prepare, file and ​ ​ diligently pursue an application to the Court for the Interim Order, in a manner acceptable to First MajesticNeuronetics, acting reasonably, pursuant to the Business Corporations Act and prepare, file and diligently pursue an application for the which Interim Order, which Order shall provide, among other things: (a) for the class of Persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Greenbrook Meeting and for the manner in which such notice is to be provided; (b) for the confirmation of the record date for the Greenbrook Meeting; (c) that the requisite approval for the Arrangement Resolution shall be two-thirds be: (i) 662/3% of the votes cast on the Arrangement Resolution by Greenbrook Shareholders present in person or represented by proxy at the Greenbrook Meeting voting together as a single class; and (ii) if required under Canadian Securities Laws, a simple majority of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) Greenbrook Shareholders present in person or represented by proxy at the Silvermex Greenbrook Meeting, such excluding for this purpose votes cast in respect of Greenbrook Shares that each Silvermex Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise are held or controlled by persons described in items (a) through (d) of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise Section 8.1(2) of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101; (cd) that the Greenbrook Meeting may be adjourned or postponed from time to time by the Greenbrook Board subject to the terms of this Agreement without the need for additional approval of the Court; (e) that the record date for Greenbrook Shareholders entitled to receive notice of and vote at the Greenbrook Meeting will not change in respect of any adjournment(s) or postponement(s) of the Greenbrook Meeting; (f) that, in all other respects, other than as ordered by the Court, the terms, conditions and restrictions and conditions of the articles constating documents of SilvermexGreenbrook, including quorum requirements and all other matters, shall apply in respect of the Silvermex Greenbrook Meeting; (dg) for the grant of the Dissent RightsRights to registered holders of Greenbrook Shares as set forth in the Plan of Arrangement; (eh) that it is the Parties’ intention to rely upon the exemption from the registration requirements under the U.S. Securities Act provided under Section 3(a)(10) thereof (and similar exemptions under applicable U.S. state securities laws) with respect to the issuance of the Consideration Shares to Greenbrook Shareholders pursuant to the Arrangement, subject to and conditioned on the Court’s determination that the Arrangement is substantively and procedurally fair to Greenbrook Shareholders and based on the Court’s approval of the Arrangement; (i) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (f) that the Silvermex Meeting may be adjourned or postponed from time to time by the Silvermex Board, subject to the terms of this Agreement, without the need for additional approval of the Court; (g) that it is First Majestic’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the First Majestic Shares and Replacement Warrants to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and (hj) for such other matters as First Majestic Greenbrook or Neuronetics may reasonably require, subject to obtaining the prior consent of Silvermexthe other Party, such consent not to be unreasonably withheld or delayed.. ​ ​

Interim Order. (a) As soon as reasonably practicable following the execution of this Agreement, and in any event in sufficient time to hold the Silvermex Meeting in accordance with Section 2.3, Silvermex Silver Eagle shall apply to the Court in a manner acceptable to First MajesticExcellon, acting reasonably, pursuant to section 182(5) of the Business Corporations Act and prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things: (ai) for the class of Persons persons to whom notice is to be provided in respect of the Arrangement and the Silvermex Silver Eagle Meeting and for the manner in which such notice is to be provided; (bii) that the requisite approval for the Arrangement Resolution shall be two-thirds 66 2/3% of the votes cast on the Arrangement Resolution by the Silvermex Securityholders (voting together as a single class) Silver Eagle Shareholders present in person or by proxy at the Silvermex Meeting, such that each Silvermex Silver Eagle Meeting and voting as a single class (the “Silver Eagle Shareholder is entitled to one vote for each Silvermex Share held, each Silvermex Optionholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Option held and each Silvermex Warrantholder is entitled to one vote for each Silvermex Share issuable upon exercise of each Silvermex Warrant held, together with, if required by MI 61-101, minority approval in accordance with MI 61-101Approval”); (ciii) that, in all other respects, the terms, conditions and restrictions and conditions of the articles and by-laws of SilvermexSilver Eagle, including the quorum requirements requirement and all other matters, shall apply in respect of the Silvermex Silver Eagle Meeting; (div) for the grant of Dissent Rights as contemplated in the Dissent RightsPlan of Arrangement; (ev) for the notice requirements with respect to the presentation of the application to the Court for the Final Order; (fvi) that the Silvermex Silver Eagle Meeting may be adjourned or postponed from time to time by the Silvermex Board, Silver Eagle subject to the terms of this Agreement, Agreement without the need for additional approval of the Court;; and (gvii) that it is First Majestic’s the record date for Silver Eagle Shareholders entitled to notice of and to vote at the Silver Eagle Meeting will not change in respect of any adjournment(s) of the Silver Eagle Meeting. (b) Silver Eagle shall advise the Court of its intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with to implement the transactions contemplated hereby in respect to the issuance of the First Majestic Shares Silver Eagle Shareholders and Replacement Warrants to be issued pursuant to holders of Silver Eagle Options who are resident in the Arrangement, based on the Court’s approval of the Arrangement; and (h) for such other matters as First Majestic may reasonably require, subject to obtaining the prior consent of Silvermex, such consent not to be unreasonably withheld or delayedUnited States.