0001062993-12-001145 Sample Contracts

LOCK-UP AGREEMENT
Lock-Up Agreement • April 4th, 2012 • First Majestic Silver Corp • British Columbia

FIRST MAJESTIC SILVER CORP., a corporation incorporated under the laws of the Province of British Columbia with an office at Suite 1805, 925 West Georgia Street, Vancouver, BC V6C 3L2

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ARRANGEMENT AGREEMENT
Memorandum of Agreement • April 4th, 2012 • First Majestic Silver Corp • British Columbia

THIS AGREEMENT WITNESSETH THAT in consideration of the respective covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each Party), the Parties hereby covenant and agree as follows:

LOCK-UP AGREEMENT
Lock-Up Agreement • April 4th, 2012 • First Majestic Silver Corp • British Columbia

SPROTT ASSET MANAGEMENT LP, for and on behalf of certain funds and managed accounts, a limited partnership existing under the laws of Ontario with an office at Suite 2700, 200 Bay Street, Toronto, ON M5J 2J1

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