Common use of Voting of the Shareholder Securities in Favour of the Arrangement Resolution Clause in Contracts

Voting of the Shareholder Securities in Favour of the Arrangement Resolution. (a) From the date hereof until the earlier of (x) the Effective Date and (y) the termination of this Agreement in accordance with Article 5, at any meeting of the Pan American Securityholders (including any adjournments and postponements thereof) however called (or any action by written consent in lieu of a meeting) to consider any of the items of business referred to below, or any adjournment thereof, each Shareholder shall vote all Shareholder Securities beneficially owned by such Shareholder and entitled to vote (or cause them to be voted): (i) in favour of the approval of the Arrangement; (ii) against any action or agreement that would result in a breach of any representation, warranty, covenant, agreement or other obligation of Pan American in the Arrangement Agreement; (iii) against any merger, amalgamation or arrangement agreement or arrangement (other than the Arrangement), consolidation, combination, share exchange, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Pan American or any other Alternative Transaction; (iv) against any amendment of Pan American’s constating documents; and (v) against other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of the Arrangement or the transaction contemplated therein. Any such vote shall be cast (or consent shall be given) by each Shareholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). (b) On or before the fifth (5th) business day prior to any meeting of the Pan American Securityholders referred to in subsection 2.3(a): (i) each Shareholder, to the extent he or she is a registered holder in respect of the Shareholder Securities, shall duly complete and deliver, or cause to be duly completed and delivered, to Pan American’s transfer agent, with a copy to Tahoe concurrently, forms of proxy in respect of all of the Shareholder Securities entitled to be voted at any such meeting of the Pan American Securityholders in the form accompanying the management information circular for such meeting, and any other documents required to be validly delivered in support of the Pan American Resolutions, and shall not withdraw such forms of proxy or other documents or revoke, modify or vary the terms therein, including without limitation to change the proxy holder; and (ii) each Shareholder, to the extent he or she is a non-registered holder in respect of the Shareholder Securities, shall duly complete and deliver, or cause to be duly completed and delivered, to the intermediary through which the Shareholder holds its beneficial interest in such Shareholder Securities, with a copy to Tahoe concurrently, a duly executed voting instruction form in the form accompanying the management information circular for such meeting instructing that such Shareholder Securities entitled to be voted at any such meeting of the Pan American Securityholders be validly voted as set forth in subsection 2.3(a). Such proxies or voting instruction forms shall name those individuals as may be designated by Pan American as the duly appointed proxy and such proxies or voting instruction forms shall not be withdrawn or revoked or otherwise modified or varied, including without limitation to change the proxy holder. If for any reason such proxies or voting instruction forms are invalid or not effective or are not delivered as provided herein, each such Shareholder hereby unconditionally and irrevocably appoints Tahoe as attorney in fact (which appointment is coupled with an interest) for and on its behalf to act in respect of any such meeting of the Pan American Securityholders and for the purpose of delivering any voting instructions to intermediaries through which the Shareholder holds its beneficial interest.

Voting of the Shareholder Securities in Favour of the Arrangement Resolution. (a) From the date hereof until the earlier of (x) the Effective Date and (y) the termination of this Agreement in accordance with Article 54, at any meeting of the Pan American BMG Securityholders (including any adjournments and postponements thereof) however called (or any action by written consent in lieu of a meeting) called to consider any of the items of business referred to below, or any adjournment thereof, each Shareholder shall vote all Shareholder Securities beneficially owned by such Shareholder and entitled to vote (or cause them to be voted): ) or (as appropriate) execute written consents in respect thereof: (i) in favour of the approval of the Arrangement Agreement and the approval of the Arrangement; (ii) against any action or agreement that would result in a breach of any representation, warranty, covenant, agreement or other obligation of Pan American BMG in the Arrangement Agreement; (iii) against any merger, amalgamation or arrangement agreement or arrangement (other than the Arrangement Agreement and the Arrangement), consolidation, combination, share exchange, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Pan American BMG or any other Alternative TransactionAcquisition Proposal; (iv) against any agreement, amendment of Pan AmericanBMG’s constating documents; and (v) against other action that is intended or could reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the consummation of the Arrangement or the transaction contemplated thereinArrangement. Any such vote shall be cast (or consent shall be given) by each Shareholder in accordance with such procedures relating thereto so as to ensure that it is duly counted, including for purposes of determining that a quorum is present and for purposes of recording the results of such vote (or consent). (b) On or before the fifth (5th) business day prior to any meeting of the Pan American BMG Securityholders referred to in subsection 2.3(a): (i) each Shareholder, to the extent he or she it is a registered holder in respect of the Shareholder Securities, shall duly complete and deliver, or cause to be duly completed and delivered, to Pan AmericanBMG’s transfer agent, with a copy to Tahoe GSV concurrently, forms of proxy in respect of all of the Shareholder Securities entitled to be voted at any such meeting of the Pan American BMG Securityholders and the BMG Meeting in the form accompanying the management information circular for such meetingthe BMG Meeting, and any other documents required required, including in accordance with the Arrangement, to be validly delivered in support of the Pan American ResolutionsArrangement Resolution, and shall not withdraw such forms of proxy or other documents or revoke, modify or vary the terms therein, including without limitation to change the proxy holder; and (ii) each Shareholder, to the extent he or she it is a non-registered holder in respect of the Shareholder Securities, shall duly complete and deliver, or cause to be duly completed and delivered, to the intermediary through which the Shareholder holds its beneficial interest in such Shareholder Securities, with a copy to Tahoe GSV concurrently, a duly executed voting instruction form in the form accompanying the management information circular for such meeting instructing that such Shareholder Securities entitled to be voted at any such meeting of the Pan American Securityholders be validly voted as set forth in subsection 2.3(a). Such proxies or voting instruction forms shall name those individuals as may be designated by Pan American as the duly appointed proxy and such proxies or voting instruction forms shall not be withdrawn or revoked or otherwise modified or varied, including without limitation to change the proxy holder. If for any reason such proxies or voting instruction forms are invalid or not effective or are not delivered as provided herein, each such Shareholder hereby unconditionally and irrevocably appoints Tahoe as attorney in fact (which appointment is coupled with an interest) for and on its behalf to act in respect of any such meeting of the Pan American Securityholders and for the purpose of delivering any voting instructions to intermediaries through which the Shareholder holds its beneficial interest.accompanying