Common use of Authority and No Violation Clause in Contracts

Authority and No Violation. (a) Silvermex has all requisite corporate power and authority to enter into this Agreement and the documents required to be executed by it in connection with the transactions contemplated herein, to perform its obligations hereunder and, subject to obtaining the approval of the holders of Silvermex Shares and the Court as contemplated by Article 2, to consummate the Arrangement and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement and such other documents by Silvermex and the consummation by Silvermex of the transactions contemplated by this Agreement (including the Arrangement) and such other documents have been duly authorized by the Silvermex Board and no other corporate proceedings on their part are necessary to authorize this Agreement or the transactions contemplated hereby, other than: (i) with respect to the Silvermex Circular and other matters relating solely thereto, including the implementation of the Arrangement, the approval of the Silvermex Board; and (ii) with respect to the completion of the Arrangement, the approval of the Arrangement Resolution by the Silvermex Securityholders and such other corporate proceedings of Silvermex as may be required by the Interim Order. (b) This Agreement has been duly executed and delivered by Silvermex and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. All documents required to be executed by Silvermex in connection with the transactions contemplated herein will be duly executed and delivered by Silvermex and, when so executed and delivered, will constitute a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. (c) The approval of this Agreement and the other documents required to be executed by Silvermex in connection with the transactions contemplated herein, the execution and delivery by Silvermex of this Agreement and such other documents, and the performance by Silvermex of its obligations hereunder and the completion of the Arrangement and the transactions contemplated thereby, will not: (i) conflict with, result in a violation or breach of, constitute a default or require any consent (other than such as has already been obtained), to be obtained under, or give rise to any termination rights or payment obligation under, any provision of: (A) its notice of articles or articles or any other agreement or understanding with any party holding an ownership interest in Silvermex; (B) any resolutions of the Silvermex Board (or any committee thereof) or shareholders; (C) any applicable Laws, subject to obtaining the Antitrust Clearance and the any required approval of the TSX to the transactions contemplated herein; or (D) subject to obtaining any consent, approval, permit or acknowledgement which may be required thereunder in connection with the completion of the transactions herein contemplated, details of which are set forth in Schedule 3.1.3 of the Silvermex Disclosure Letter, any license or registration or any agreement, contract or commitment, written or oral, which Silvermex or any Silvermex Subsidiary is a party to or bound by or subject to; (ii) give rise to any right of termination or acceleration of indebtedness of Silvermex or any Silvermex Subsidiary, or cause any third party indebtedness of Silvermex or any Silvermex Subsidiary to come due before its stated maturity; (iii) result in the imposition of any Encumbrance upon any of Silvermex’s assets or the assets of any of the Silvermex Subsidiaries, or restrict, hinder, impair or limit its or any of the Silvermex Subsidiaries’ ability to carry on their respective business as and where it is now being carried on or as and where it may be carried on in the future; or (iv) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any Person, or any increase in any Employee Benefits otherwise payable, or the acceleration of the time of payment, vesting or exercise of any Employee Benefits. (d) No consent, approval, order, registration, notice, declaration or filing with, any Governmental Entity or other Person is required to be obtained by Silvermex or any Silvermex Subsidiary in connection with the execution and delivery of this Agreement or any of the other documents contemplated hereby, or the consummation by Silvermex of the transactions contemplated hereby or thereby, other than: (i) any approvals required by the Interim Order; (ii) the Final Order; (iii) the Antitrust Clearance; (iv) any required approval of the TSX to the transactions contemplated herein; (v) the third party consents, approvals and notices listed in Schedule 3.1.3 of the Silvermex Disclosure Letter; and (vi) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which are purely of an administrative nature and which could be completed or obtained without Material Adverse Effect on Silvermex or the Business immediately after the Effective Date or which, if not obtained, would not in the aggregate have a Material Adverse Effect on Silvermex.

Authority and No Violation. (a) Silvermex First Majestic has all requisite corporate power and authority to enter into this Agreement and the documents required to be executed by it in connection with the transactions contemplated hereinAgreement, to perform its obligations hereunder andhereunder, subject to obtaining the approval of the holders of Silvermex Shares and the Court as contemplated by Article 2, to consummate the Arrangement and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement and such other documents by Silvermex First Majestic and the consummation by Silvermex First Majestic of the transactions contemplated by this Agreement (including the Arrangement) and such other documents have been duly authorized by the Silvermex Board its board of directors and no other corporate proceedings on their its part are necessary to authorize this Agreement or the transactions contemplated hereby, hereby other than: (i) with respect to than the Silvermex Circular and approval by its board of directors of other matters (if any) relating solely thereto, including to the implementation of the ArrangementArrangement (and for greater certainty, the issuance of the First Majestic Shares pursuant to the Arrangement does not require the approval of any securityholders of First Majestic pursuant to applicable Laws or stock exchange policies, including the Silvermex Board; and (ii) with respect to the completion policies of the Arrangement, the approval of the Arrangement Resolution by the Silvermex Securityholders and such other corporate proceedings of Silvermex as may be required by the Interim OrderTSX or NYSE). (b) This Agreement has been duly executed and delivered by Silvermex First Majestic and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. All documents required to be executed by Silvermex First Majestic in connection with the transactions contemplated herein will be duly executed and delivered by Silvermex First Majestic and, when so executed and delivered, will constitute a legal, valid and binding obligation, enforceable against it First Majestic in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. (c) The approval of this Agreement and the other documents required to be executed by Silvermex First Majestic in connection with the transactions contemplated herein, the execution and delivery by Silvermex First Majestic of this Agreement and such other documents, and the performance by Silvermex it of its obligations hereunder and the completion of the Arrangement and the transactions contemplated thereby, will not: (i) conflict with, result in a violation or breach of, constitute a default or require any consent (other than such as has already been obtained), to be obtained under, under or give rise to any termination rights or payment obligation under, under any provision of: (A) its notice of articles or articles or any other agreement or understanding with any party holding an ownership interest in Silvermexarticles; (B) any resolutions of the Silvermex Board its board of directors (or any committee thereof) or shareholders; (C) any applicable Laws, Laws subject to obtaining authorization for listing of the First Majestic Shares issuable in connection with the Arrangement and upon exercise of the Replacement Warrants on the TSX and the NYSE and obtaining the Antitrust Clearance and the any required approval of the TSX to the transactions contemplated hereinClearance; or (D) subject to obtaining any consentmaterial contract, approval, permit or acknowledgement which may be required thereunder in connection with the completion of the transactions herein contemplated, details of which are set forth in Schedule 3.1.3 of the Silvermex Disclosure Letter, any license or registration or any agreement, contract license, franchise or commitment, written permit to which it is party or oral, by which Silvermex or any Silvermex Subsidiary it is a party to or bound by or subject tobound; (ii) give rise to any right of termination or acceleration of indebtedness of Silvermex or any Silvermex SubsidiaryFirst Majestic, or cause any third party indebtedness of Silvermex or any Silvermex Subsidiary to come due before its stated maturity;maturity or cause any available credit to cease to be available; or (iii) except as would not, individually or in the aggregate, have a Material Adverse Effect on First Majestic, result in the imposition of any Encumbrance upon any of Silvermex’s assets or the assets of any of the Silvermex Subsidiariesits assets, or restrict, hinder, impair or limit its or any of the Silvermex Subsidiaries’ ability to carry on their respective its business as and where it is now being carried on or as and where it may be carried on in the future; or (iv) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any Person, or any increase in any Employee Benefits otherwise payable, or the acceleration of the time of payment, vesting or exercise of any Employee Benefits. (d) No consent, approval, orderorder or authorization of, or registration, notice, declaration or filing with, any Governmental Entity or other Person is required to be obtained by Silvermex or any Silvermex Subsidiary First Majestic in connection with the execution and delivery of this Agreement or any of the other documents contemplated hereby, or the consummation by Silvermex First Majestic of the transactions contemplated hereby or thereby, other than: (i) obtaining authorization for listing of the First Majestic Shares issuable in connection with the Arrangement and upon exercise of the Replacement Warrants on the TSX and the NYSE; (ii) any approvals required by the Interim Order; (iiiii) the Final Order; (iiiiv) the Antitrust Clearance; (iv) any required approval of the TSX to the transactions contemplated herein; (v) the third party consents, approvals and notices listed in Schedule 3.1.3 of the Silvermex Disclosure Letter; and (viv) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which are purely of an administrative nature and which could be completed or obtained without Material Adverse Effect on Silvermex or the Business First Majestic immediately after the Effective Date or which, if not obtained, would not in the aggregate have a Material Adverse Effect on SilvermexFirst Majestic.

Authority and No Violation. (a) Silvermex Orko has all requisite corporate power and authority to enter into this Agreement and the documents required to be executed by it in connection with the transactions contemplated herein, to perform its obligations hereunder and, subject to obtaining the approval of the holders of Silvermex Orko Shares and the Court as contemplated by Article 2, to consummate the Arrangement and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement and such other documents by Silvermex Orko and the consummation by Silvermex Orko of the transactions contemplated by this Agreement (including the Arrangement) and such other documents have been duly authorized by the Silvermex Orko Board and no other corporate proceedings on their part are necessary to authorize this Agreement or the transactions contemplated hereby, other than: (i) with respect to the Silvermex Orko Circular and other matters relating solely thereto, including the implementation of the Arrangement, the approval of the Silvermex Orko Board; and (ii) with respect to the completion of the Arrangement, the approval of the Arrangement Resolution by the Silvermex Orko Securityholders and such other corporate proceedings of Silvermex Orko as may be required by the Interim Order. (b) This Agreement has been duly executed and delivered by Silvermex Orko and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. All documents required to be executed by Silvermex Orko in connection with the transactions contemplated herein will be duly executed and delivered by Silvermex Orko and, when so executed and delivered, will constitute a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. (c) The approval of this Agreement and the other documents required to be executed by Silvermex Orko in connection with the transactions contemplated herein, the execution and delivery by Silvermex Orko of this Agreement and such other documents, and the performance by Silvermex Orko of its obligations hereunder and the completion of the Arrangement and the transactions contemplated thereby, will not: (i) conflict with, result in a violation or breach of, constitute a default or require any consent (other than such as has already been obtained), to be obtained under, or give rise to any termination rights or payment obligation under, any provision of: (A) its notice of articles or articles or any other agreement or understanding with any party holding an ownership interest in SilvermexOrko; (B) any resolutions of the Silvermex Orko Board (or any committee thereof) or shareholders; (C) any applicable Laws, subject to obtaining the Antitrust Clearance and the any required approval of the TSX TSX-V to the transactions contemplated herein; or (D) subject to obtaining any consent, approval, permit or acknowledgement which may be required thereunder in connection with the completion of the transactions herein contemplated, details of which are set forth in Schedule 3.1.3 of the Silvermex Orko Disclosure Letter, any license or registration or any agreement, contract or commitment, written or oral, which Silvermex Orko or any Silvermex Orko Subsidiary is a party to or bound by or subject to; (ii) give rise to any right of termination or acceleration of indebtedness of Silvermex Orko or any Silvermex Orko Subsidiary, or cause any third party indebtedness of Silvermex Orko or any Silvermex Orko Subsidiary to come due before its stated maturity; (iii) except as would not, individually or in the aggregate, have a Material Adverse Effect on Orko, result in the imposition of any Encumbrance upon any of SilvermexOrko’s assets or the assets of any of the Silvermex Orko Subsidiaries, or restrict, hinder, impair or limit its or any of the Silvermex Orko Subsidiaries’ ability to carry on their respective business as and where it is now being carried on or as and where it may be carried on in the future; or (iv) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any Person, or any increase in any Employee Benefits otherwise payable, or the acceleration of the time of payment, vesting or exercise of any Employee Benefits. (d) No consent, approval, order, registration, notice, declaration or filing with, any Governmental Entity or other Person is required to be obtained by Silvermex Orko or any Silvermex Orko Subsidiary in connection with the execution and delivery of this Agreement or any of the other documents contemplated hereby, or the consummation by Silvermex Orko of the transactions contemplated hereby or thereby, other than: (i) any approvals required by the Interim Order; (ii) the Final Order; (iii) the Antitrust Clearance; (iv) any required approval of the TSX TSX-V to the transactions contemplated herein; (v) the third party consents, approvals and notices listed in Schedule 3.1.3 of the Silvermex Orko Disclosure Letter; and (vi) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which are purely of an administrative nature and which could be completed or obtained without Material Adverse Effect on Silvermex Orko or the Business immediately after the Effective Date or which, if not obtained, would not in the aggregate have a Material Adverse Effect on SilvermexOrko.

Authority and No Violation. (a) Silvermex First Majestic has all requisite corporate power and authority to enter into this Agreement and the documents required to be executed by it in connection with the transactions contemplated herein, to perform its obligations hereunder and, subject to obtaining the approval of the holders of Silvermex Shares and the Court as contemplated by Article 2First Majestic Shareholder Approval, to consummate the Arrangement and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by First Majestic and such other documents by Silvermex First Majestic and the consummation by Silvermex First Majestic of the transactions contemplated by this Agreement (including the Arrangement) and such other documents have been duly authorized by the Silvermex Board its board of directors and no other corporate proceedings on their its part are necessary to authorize this Agreement or the transactions contemplated hereby, other than: (i) with respect to the Silvermex Joint Circular and other matters relating solely thereto, including the implementation of the Arrangement, the approval of the Silvermex Boardits board of directors; and (ii) with respect to the completion of the Arrangement, the approval of the Arrangement Share Issuance Resolution by the Silvermex Securityholders and such other corporate proceedings of Silvermex as may be required by the Interim OrderFirst Majestic Shareholders. (b) This Agreement has been duly executed and delivered by Silvermex First Majestic and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. All documents required to be executed by Silvermex First Majestic in connection with the transactions contemplated herein will be duly executed and delivered by Silvermex First Majestic and, when so executed and delivered, will constitute a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. (c) The approval of this Agreement and the other documents required to be executed by Silvermex First Majestic in connection with the transactions contemplated herein, the execution and delivery by Silvermex First Majestic of this Agreement and such other documents, and the performance by Silvermex it of its obligations hereunder and the completion of the Arrangement and the transactions contemplated thereby, will not: (i) conflict with, result in a violation or breach of, constitute a default default, or require any consent (other than such as has already been obtained), ) to be obtained under, or give rise to any termination rights or payment obligation under, under any provision of: (A) its notice of articles or articles or any other agreement or understanding with any party holding an ownership interest in SilvermexFirst Majestic; (B) any resolutions of the Silvermex Board its board of directors (or any committee thereof) or shareholders; (C) any applicable Laws, subject to obtaining authorization for listing of the Consideration Shares and the First Majestic Shares issuable upon exercise of the Replacement Options on the TSX and the NYSE and obtaining the Antitrust Clearance and the any required approval of the TSX to the transactions contemplated hereinClearance; or (D) subject to obtaining any consent, approval, permit or acknowledgement which may be required thereunder in connection with the completion of the transactions herein contemplated, details of which are set forth in Schedule 3.1.3 of the Silvermex Disclosure Letter, any license or registration or any agreement, contract or commitment, written or oral, which Silvermex or any Silvermex Subsidiary First Majestic is a party to or bound by or subject to; (ii) give rise to any right of termination or acceleration of indebtedness of Silvermex or any Silvermex SubsidiaryFirst Majestic, or cause any third party indebtedness of Silvermex or any Silvermex Subsidiary to come due before its stated maturity;; or (iii) except as would not, individually or in the aggregate, have a Material Adverse Effect on First Majestic, result in the imposition of any Encumbrance upon any of Silvermex’s its assets or the assets of any of the Silvermex First Majestic Material Subsidiaries, or restrict, hinder, impair or limit its or any of the Silvermex Subsidiaries’ ability to carry on their respective its business as and where it is now being carried on or as and where it may be carried on in the future; or (iv) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any Person, or any increase in any Employee Benefits otherwise payable, or the acceleration of the time of payment, vesting or exercise of any Employee Benefits. (d) No consent, approval, order, registration, notice, declaration or filing with, any Governmental Entity or other Person is required to be obtained by Silvermex or any Silvermex Subsidiary First Majestic in connection with the execution and delivery of this Agreement or any of the other documents contemplated hereby, or the consummation by Silvermex First Majestic of the transactions contemplated hereby or thereby, thereby other than: (i) obtaining authorization for listing of the Consideration Shares and the First Majestic Shares issuable and upon exercise of the Replacement Options on the TSX and the NYSE; (ii) any approvals required by the Interim Order; (iiiii) the Final Order; (iiiiv) the Antitrust Clearance; (iv) any required approval of the TSX to the transactions contemplated hereinFirst Majestic Shareholder Approval; (v) the third party consents, approvals and notices listed in Schedule 3.1.3 of the Silvermex Disclosure LetterAntitrust Clearance; and (vi) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which are purely of an administrative nature and which could be completed or obtained without Material Adverse Effect on Silvermex or the Business First Majestic immediately after the Effective Date or which, if not obtained, would not in the aggregate have a Material Adverse Effect on SilvermexFirst Majestic.

Authority and No Violation. (a) Silvermex SilverCrest has all requisite corporate power and authority to enter into this Agreement and the documents required to be executed by it in connection with the transactions contemplated herein, to perform its obligations hereunder and, subject to obtaining the approval of SilverCrest Shareholder Approval, the holders of Silvermex Shares Interim Order and the Court Final Order as contemplated by Article 2, to consummate the Arrangement and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement and such other documents by Silvermex SilverCrest and the consummation by Silvermex SilverCrest of the transactions contemplated by this Agreement (including the Arrangement) and such other documents have been duly authorized by the Silvermex SilverCrest Board and no other corporate proceedings on their the part of SilverCrest or any SilverCrest Subsidiary are necessary to authorize this Agreement or the transactions contemplated hereby, other than: (i) with respect to the Silvermex Joint Circular and other matters relating solely thereto, including the implementation of the Arrangement, the approval of the Silvermex SilverCrest Board; and (ii) with respect to the completion of the Arrangement, the approval of the Arrangement Resolution by the Silvermex Securityholders SilverCrest Shareholders and such other corporate proceedings of Silvermex SilverCrest as may be required by the Interim Order. (b) This Agreement has been duly executed and delivered by Silvermex SilverCrest and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. All documents required to be executed by Silvermex SilverCrest in connection with the transactions contemplated herein will be duly executed and delivered by Silvermex SilverCrest and, when so executed and delivered, will constitute a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. (c) The approval of this Agreement and the other documents required to be executed by Silvermex SilverCrest in connection with the transactions contemplated herein, the execution and delivery by Silvermex SilverCrest of this Agreement and such other documents, and the performance by Silvermex SilverCrest of its obligations hereunder and the completion of the Arrangement and the transactions contemplated thereby, will not, other than as set forth in Schedule 3.1.3 of the SilverCrest Disclosure Letter: (i) conflict with, result in a violation or breach of, constitute a default or require any consent (other than such as has already been obtained), to be obtained under, or give rise to any termination rights or payment obligation under, any provision of: (A) its notice of articles or articles or any other agreement or understanding with any party holding an ownership interest in SilvermexSilverCrest; (B) any resolutions of the Silvermex SilverCrest Board (or any committee thereof) or shareholders; (C) any applicable Laws, subject to obtaining the Antitrust Clearance and the any required approval of the TSX and the NYSE MKT to the transactions contemplated herein; or; (D) subject to obtaining any consent, approval, permit or acknowledgement which may be required thereunder in connection with the completion of the transactions herein contemplatedthereunder, details of which are set forth in Schedule 3.1.3 of the Silvermex SilverCrest Disclosure Letter, any license or registration or any agreement, contract or commitment, written or oral, which Silvermex SilverCrest or any Silvermex SilverCrest Subsidiary is a party to or bound by or subject to; (ii) give rise to any right of termination or acceleration of indebtedness of Silvermex SilverCrest or any Silvermex SilverCrest Subsidiary, or cause any third party indebtedness of Silvermex SilverCrest or any Silvermex SilverCrest Subsidiary to come due before its stated maturity, other than pursuant to the BNS Credit Agreement; (iii) result in the imposition of any Encumbrance upon any of Silvermex’s assets or the assets of SilverCrest or any of the Silvermex SilverCrest Subsidiaries, or restrict, hinder, impair or limit its or any of the Silvermex SilverCrest Subsidiaries’ ability to carry on their respective business as and where it is now being carried on or as and where it may be carried on in the future; or (iv) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any Person, or any increase in any Employee Benefits otherwise payable, or the acceleration of the time of payment, vesting or exercise of any Employee Benefits. (d) No consent, approval, order, registration, notice, declaration or filing with, any Governmental Entity or other Person is required to be obtained by Silvermex SilverCrest or any Silvermex SilverCrest Subsidiary in connection with the execution and delivery of this Agreement or any of the other documents contemplated hereby, or the consummation by Silvermex SilverCrest of the transactions contemplated hereby or thereby, other than: (i) any approvals required by the Interim Order; (ii) the Final Order; (iii) the Antitrust Clearance; (iv) the SilverCrest Shareholder Approval; (v) any required approval of the TSX or the NYSE MKT to the transactions contemplated herein; (vvi) the third party consents, approvals and notices listed in Schedule 3.1.3 of the Silvermex SilverCrest Disclosure Letter; (vii) the BNS Consent; and (viviii) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which are purely of an administrative nature and which could be completed or obtained without Material Adverse Effect on Silvermex SilverCrest or the Business immediately after the Effective Date or which, if not obtained, would not in the aggregate have a Material Adverse Effect on SilvermexSilverCrest.

Authority and No Violation. (a) Silvermex Target has all requisite corporate power and authority to enter into this Agreement and the documents required to be executed by it Target in connection with the transactions contemplated herein, to perform its obligations hereunder and, subject to obtaining the approval of the holders of Silvermex Shares and the Court Target Securityholders as contemplated by Article 2Section 2.0, to consummate the Arrangement and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement and such other documents by Silvermex Target and the consummation by Silvermex Target of the transactions contemplated by this Agreement (including the Arrangementtransfer of the Target Shares to Exchangeco) and such other documents have been duly authorized by the Silvermex Board board of directors of Target and no other corporate proceedings on their its part are necessary to authorize this Agreement and the Escrow Agreement or the transactions contemplated herebyhereby or thereby, other than: (i) with respect to the Silvermex Circular and other matters relating solely thereto, including the implementation of the Arrangement, the approval of the Silvermex Boardboard of directors of Target; and (ii) with respect to the completion of the Arrangement, the approval of the Arrangement Resolution by the Silvermex Target Securityholders and such other corporate proceedings of Silvermex Target as may be required by the Interim Order. (b) This Agreement has been duly executed and delivered by Silvermex Target and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ ' rights generally, and to general principles of equity. All documents required to be executed by Silvermex Target in connection with the transactions contemplated herein will be duly executed and delivered by Silvermex Target on or before the Effective Date and, when so executed and delivered, will constitute a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ ' rights generally, and to general principles of equity. (c) The approval of this Agreement and the other documents required to be executed by Silvermex Target in connection with the transactions contemplated herein, the execution and delivery by Silvermex Target of this Agreement and such other documents, and the performance by Silvermex Target of its obligations hereunder and the completion of the Arrangement and the transactions contemplated thereby, will not, except as disclosed in Section 3.1.3(c) of the Target Disclosure Schedule: (i) conflict with, result in a violation or breach of, constitute a default or require any consent (other than such as has already been obtained), to be obtained under, or give rise to any termination rights or payment obligation under, any provision of: (A) its notice of articles articles, by-laws or articles other charter documents, including any unanimous shareholder agreement or any other agreement or understanding with any party holding an ownership interest in Silvermexit; (B) the Shareholders' Agreement; (C) any resolutions of the Silvermex Board its board of directors (or any committee thereof) or shareholders; (CD) any applicable Laws, subject to obtaining the Antitrust Clearance and the any required approval of the TSX Appropriate Regulatory Approvals relating to Target or the transactions contemplated herein, any Laws; or (DE) subject to obtaining any consent, approval, permit or acknowledgement which may be required thereunder in connection with the completion of the transactions herein contemplated, details of which are set forth in Schedule Section 3.1.3 of the Silvermex Target Disclosure LetterSchedule, any license or registration or any agreement, contract or commitment, written or oral, which Silvermex or any Silvermex Subsidiary Target is a party to or bound by or subject to; (ii) give rise to any right of termination or acceleration of indebtedness of Silvermex or any Silvermex Subsidiaryindebtedness, or cause any third party indebtedness of Silvermex or any Silvermex Subsidiary to come due before its stated maturitymaturity or cause any available credit to cease to be available; (iii) result in the imposition of any Encumbrance upon any of Silvermex’s assets or the assets of any of the Silvermex Subsidiariesits assets, or restrict, hinder, impair or limit its or any of the Silvermex Subsidiaries’ ability to carry on their respective its business as and where it is now being carried on or as and where it may be carried on in the future; or (iv) result in any payment person becoming entitled to (including A) any retirement, severance, unemployment compensation, "golden parachute", bonus or otherwiseother such payment, (B) becoming due to any Person, or any increase in any Employee Benefits otherwise payable, or the acceleration of the time of payment, vesting or time to exercise or payment of any outstanding stock options or other Employee Benefits (including the Target Options), (C) the forgiveness or postponement of payment of any indebtedness owing to Target, or (D) receive any additional payments or compensation under or in respect of any Employee BenefitsBenefits (including a "cash-out" of the Target Options as provided for in the Target Stock Option Plan). (d) No consent, approval, orderorder or authorization of, or registration, notice, declaration or filing with, any Governmental Entity or other Person is required to be obtained by Silvermex or any Silvermex Subsidiary Target in connection with the execution and delivery of this Agreement or any of the other documents contemplated hereby, or the consummation by Silvermex Target of the transactions contemplated hereby or thereby, other than: (i) any approvals required by the Interim Order; (ii) the Final Order; (iii) filings with the Antitrust ClearanceDirector under the CBCA; (iv) any required approval of the TSX Appropriate Regulatory Approvals relating to the transactions contemplated hereinTarget; (v) the third party consents, approvals and notices listed in Schedule 3.1.3 of the Silvermex Disclosure Letter; and (vi) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which are purely of an administrative nature and which could be completed or obtained without Material Adverse Effect on Silvermex or the Business immediately after the Effective Date or which, if not obtained, would not in the aggregate have a Material Adverse Effect on SilvermexTarget; and (vi) any other consents or approvals set out in Section 3.1.3 of the Target Disclosure Schedule.

Authority and No Violation. (a) Silvermex Primero has all requisite corporate power and authority to enter into this Agreement and the documents required to be executed by it in connection with the transactions contemplated herein, to perform its obligations hereunder and, subject to obtaining the approval of Primero Shareholder Approval, the holders of Silvermex Shares Interim Order and the Court Final Order as contemplated by Article 2, to consummate the Arrangement and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement and such other documents by Silvermex Primero and the consummation by Silvermex Primero of the transactions contemplated by this Agreement (including the Arrangement) and such other documents have been duly authorized by the Silvermex Primero Board and no other corporate proceedings on their the part of Primero or any Primero Subsidiary are necessary to authorize this Agreement or the transactions contemplated hereby, other than: (i) with respect to the Silvermex Circular and other matters relating solely thereto, including the implementation of the Arrangement, the approval of the Silvermex Board; and (ii) than with respect to the completion of the Arrangement, the approval of the Arrangement Resolution by the Silvermex Securityholders Primero Shareholders and such other corporate proceedings of Silvermex Primero as may be required by the Interim Order. (b) This Agreement has been duly executed and delivered by Silvermex Primero and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ creditors rights generally, and to general principles the discretion that a court may exercise in the granting of equityequitable remedies such as specific performance and injunction. All documents required to be executed by Silvermex Primero in connection with the transactions contemplated herein will be duly executed and delivered by Silvermex Primero and, when so executed and delivered, will constitute a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ creditors rights generally, and to general principles the discretion that a court may exercise in the granting of equityequitable remedies such as specific performance and injunction. (c) The approval of this Agreement and the other documents required to be executed by Silvermex Primero in connection with the transactions contemplated herein, the execution and delivery by Silvermex Primero of this Agreement and such other documents, and the performance by Silvermex Primero of its obligations hereunder and the completion of the Arrangement and the transactions contemplated thereby, will not: (i) conflict with, result in a violation or breach of, constitute a default or require any consent (other than such as has already been obtained), to be obtained under, or give rise to any termination rights or payment obligation under, any provision of: (A) its notice of articles or articles or any other agreement or understanding with any party holding an ownership interest in SilvermexPrimero; (B) any resolutions of the Silvermex Primero Board (or any committee thereof) or shareholders; (C) any applicable Laws, subject to obtaining the Antitrust Clearance and the any required approval of the TSX to the transactions contemplated herein; or (D) subject to obtaining any consent, approval, permit or acknowledgement which may be required thereunder in connection with the completion of the transactions herein contemplated, details of which are set forth in Schedule 3.1.3 of the Silvermex Primero Disclosure Letter, any license or registration or any agreement, contract or commitment, written or oral, which Silvermex or any Silvermex Subsidiary is a party to or bound by or subject toPrimero Material Agreement; (ii) give rise to any right of termination except as would not, individually or acceleration of indebtedness of Silvermex or any Silvermex Subsidiaryin the aggregate, or cause any third party indebtedness of Silvermex or any Silvermex Subsidiary to come due before its stated maturity; (iii) have a Material Adverse Effect on Primero, result in the imposition of any Encumbrance upon any of Silvermex’s its assets or the assets of any of the Silvermex Primero Subsidiaries, or restrict, hinder, impair or limit its or any of the Silvermex Subsidiaries’ ability to carry on their respective its business as and where it is now being carried on or as and where it may be carried on in the future; or (iv) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any Person, or any increase in any Employee Benefits otherwise payable, or the acceleration of the time of payment, vesting or exercise of any Employee Benefits. (d) No consent, approval, order, registration, notice, declaration or filing with, any Governmental Entity or other Person is required to be obtained by Silvermex Primero or any Silvermex Primero Subsidiary in connection with the execution and delivery of this Agreement or any of the other documents contemplated hereby, or the consummation by Silvermex Primero of the transactions contemplated hereby or thereby, other than: (i) any approvals required by the Interim Order; (ii) the Final Order; (iii) the Antitrust Clearance; (iv) any required approval of the TSX to the transactions contemplated herein; (v) the third party consents, approvals and notices listed in Schedule 3.1.3 of the Silvermex Disclosure Letter; and (viv) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which are purely of an administrative nature and which could be completed or obtained without Material Adverse Effect on Silvermex Primero or the Business immediately after the Effective Date or which, if not obtained, would not in the aggregate have a Material Adverse Effect on SilvermexPrimero.

Authority and No Violation. (a) Silvermex ValGold has all requisite corporate power and authority to enter into this Agreement and the documents required to be executed by it in connection with the transactions contemplated herein, to perform its obligations hereunder and, subject to obtaining the approval of ValGold Shareholder Approval, the holders of Silvermex Shares Interim Order and the Court Final Order as contemplated by Article 2, to consummate the Arrangement and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement and such other documents by Silvermex ValGold and the consummation by Silvermex ValGold of the transactions contemplated by this Agreement (including the Arrangement) and such other documents have been duly authorized by the Silvermex ValGold Board and no other corporate proceedings on their the part of ValGold are necessary to authorize this Agreement or the transactions contemplated hereby, other than: (i) with respect to the Silvermex Circular and other matters relating solely thereto, including the implementation of the Arrangement, the approval of the Silvermex ValGold Board; and (ii) with respect to the completion of the Arrangement, the approval receipt of the Arrangement Resolution by the Silvermex Securityholders ValGold Shareholder Approval and such other corporate proceedings of Silvermex ValGold as may be required by the Interim Order. (b) This Agreement has been duly executed and delivered by Silvermex ValGold and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. All documents required to be executed by Silvermex in connection with the transactions contemplated herein will be duly executed and delivered by Silvermex and, when so executed and delivered, will constitute a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. (c) The approval of this Agreement and the other documents required to be executed by Silvermex ValGold in connection with the transactions contemplated herein, the execution and delivery by Silvermex ValGold of this Agreement and such other documents, and the performance by Silvermex ValGold of its obligations hereunder and the completion of the Arrangement and the transactions contemplated thereby, will not: (i) conflict with, result in a violation or breach of, constitute a default or require any consent (other than such as has already been obtained), to be obtained under, or give rise to any termination rights or payment obligation under, any provision of: (A) its notice of articles or articles or any other agreement or understanding with any party holding an ownership interest in SilvermexValGold; (B) any resolutions of the Silvermex ValGold Board (or any committee thereof) or shareholders; (C) any applicable Laws, subject to obtaining the Antitrust Clearance and the any required approval of the TSX TSX-V to the transactions contemplated herein; or (D) subject to obtaining any consent, approval, permit or acknowledgement which may be required thereunder in connection with the completion of the transactions herein contemplated, details of which are set forth in Schedule 3.1.3 of the Silvermex Disclosure Letter, any license or registration or any agreement, contract or commitment, written or oral, which Silvermex or any Silvermex Subsidiary ValGold is a party to or bound by or subject to; (ii) give rise to any right of termination or acceleration of indebtedness of Silvermex or any Silvermex SubsidiaryValGold, or cause any third third-party indebtedness of Silvermex or any Silvermex Subsidiary ValGold to come due before its stated maturity;; or (iii) result in the imposition of any Encumbrance upon any of Silvermex’s assets or the assets of any of the Silvermex Subsidiaries, ValGold or restrict, hinder, impair or limit its or any of the Silvermex Subsidiaries’ ValGold’s ability to carry on their respective its business as and where it is now being carried on or as and where it may be carried on in the future; or (iv) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any Person, or any increase in any Employee Benefits otherwise payable, or the acceleration of the time of payment, vesting or exercise of any Employee Benefits. (d) No consent, approval, order, registration, notice, declaration or filing with, any Governmental Entity or other Person is required to be obtained by Silvermex or any Silvermex Subsidiary ValGold in connection with the execution and delivery of this Agreement or any of the other documents contemplated hereby, or the consummation by Silvermex ValGold of the transactions contemplated hereby or thereby, other than: (i) any approvals required by the Interim Order; (ii) the Final Order; (iii) the Antitrust ClearanceValGold Shareholder Approval; (iv) any required approval of the TSX TSX-V to the transactions contemplated herein; (v) the third party consents, approvals and notices listed in Schedule 3.1.3 of the Silvermex Disclosure Letter; and (viv) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which are purely of an administrative nature and which could be completed or obtained without Material Adverse Effect on Silvermex ValGold or the Business immediately after the Effective Date or which, if not obtained, would not in the aggregate have a Material Adverse Effect on SilvermexValGold.

Authority and No Violation. (a) Silvermex Sonus has all requisite corporate power and authority to enter into this Agreement and the documents required to be executed by it Sonus in connection with the transactions contemplated herein, to perform its obligations hereunder and, subject to obtaining the approval of the holders of Silvermex Shares and the Court Sonus Shareholders as contemplated by Article 2this Agreement, to consummate the Arrangement and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement and such other documents by Silvermex Sonus and the consummation by Silvermex Sonus of the transactions contemplated by this Agreement (including the Arrangement) and such other documents documents, including, but not limited to, the Reverse Stock Split, the Capital Adjustment, the Name Change, and the filing of the Certificate of Amendment, subject to further approval upon fixing the Reverse Stock Split, Capital Adjustment and other changes contemplated by this Agreement, have been duly authorized by the Silvermex Board of Directors of Sonus and no other corporate proceedings on their its part are necessary to authorize this Agreement Agreement, the Escrow Agreements, the Voting Agreements, or the transactions contemplated herebyhereby or thereby, other than: (i) with respect to the Silvermex Circular Proxy Statement and other matters relating solely thereto, including the implementation of the Arrangement, the approval of the Silvermex BoardBoard of Directors of Sonus; and (ii) with respect to the completion of the Arrangement, the approval of the Arrangement Resolution by the Silvermex Securityholders and such other corporate proceedings of Silvermex as may be required by the Interim OrderSonus Shareholder Resolutions. (b) This Agreement has been duly executed and delivered by Silvermex Sonus and, assuming the due authorization, execution and delivery hereof by OncoGenex, constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. All documents required to be executed by Silvermex Sonus in connection with the transactions contemplated herein will be duly executed and delivered by Silvermex Sonus on or before the Effective Date and, when so executed and delivered, will constitute a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. (c) The approval of this Agreement and the other documents required to be executed by Silvermex Sonus in connection with the transactions contemplated herein, the execution and delivery by Silvermex Sonus of this Agreement and such other documents, and the performance by Silvermex Sonus of its obligations hereunder and the completion of the Arrangement and the transactions contemplated thereby, will not: (i) conflict with, result in a violation or breach ofof or loss of any benefit under, constitute a default or require any consent (other than such as has already been obtained), obtained or will be obtained prior to the Effective Time) to be obtained under, or give rise to any termination rights or payment obligation under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any property or asset of Sonus or any of its Subsidiaries pursuant to, any provision of: (A) the certificate of incorporation, articles, by-laws or other charter documents of Sonus or any of its notice of articles or articles Subsidiaries, including any unanimous shareholder agreement or any other agreement or understanding with any party holding an ownership interest in Silvermexit; (B) any material contract, agreement, licence, franchise or permit to which it Sonus or any of its Subsidiaries is bound; (C) any resolutions of the Silvermex its Board of Directors (or any committee thereof) or shareholders; (C) any applicable Laws, subject to obtaining the Antitrust Clearance and the any required approval of the TSX to the transactions contemplated herein; or (D) subject to obtaining any consent, approval, permit the Appropriate Regulatory Approvals relating to Sonus or acknowledgement which may be required thereunder in connection with the completion of the transactions herein contemplated, details of which are set forth in Schedule 3.1.3 of the Silvermex Disclosure Lettercontemplated herein, any license Laws, regulation, order, judgment or registration or any agreement, contract or commitment, written or oral, which Silvermex or any Silvermex Subsidiary is a party to or bound by or subject todecree; (ii) give rise to any right of termination or acceleration of indebtedness of Silvermex or any Silvermex Subsidiaryindebtedness, or cause any third party indebtedness of Silvermex or any Silvermex Subsidiary to come due before its stated maturitymaturity or cause any available credit to cease to be available; (iii) result in the Sonus Shareholders having any appraisal or dissent rights; (iv) result in the imposition of any Encumbrance upon any of Silvermex’s assets Sonus’ or the assets of any of the Silvermex its Subsidiaries’ assets, or restrict, hinder, impair or limit its or any of the Silvermex Subsidiaries’ their ability to carry on their respective business the Sonus Business as and where it is now being carried on or as and where it may be carried on in the future; or (ivv) except as set out in Section 3.2.3 of the Sonus Disclosure Schedule, result in any payment Person becoming entitled to (including A) any retirement, severance, unemployment compensation, “golden parachute”, bonus or otherwise) becoming due to any Personother such payment, or any increase in any Employee Benefits otherwise payable, or the acceleration of the time of payment, vesting or time to exercise or payment of any outstanding stock options or other Employee Benefits, (C) the forgiveness or postponement of payment of any indebtedness owing to Sonus, or (D) receive any additional payments or compensation under or in respect of any Employee BenefitsBenefits (including a “cash-out” of any stock options). (d) No consent, approval, orderorder or authorization of, or registration, notice, declaration or filing with, any Governmental Entity or other Person is required to be obtained by Silvermex Sonus or any Silvermex Subsidiary of its Subsidiaries in connection with the execution and delivery of this Agreement or any of the other documents contemplated hereby, or the consummation by Silvermex Sonus of the transactions contemplated hereby or thereby, thereby other than: (i) any approvals required by the Interim Order; (ii) the Final Order; (iii) the Antitrust Clearance; (iv) any required approval of the TSX Appropriate Regulatory Approvals relating to Sonus or the transactions contemplated herein; (v) the third party consents, approvals and notices listed in Schedule 3.1.3 of the Silvermex Disclosure Letter; and (viii) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which are purely of an administrative nature and which could be completed or obtained without Material Adverse Effect on Silvermex or the Business immediately after the Effective Date or which, if not obtained, would not in the aggregate have a Material Adverse Effect on SilvermexSonus.

Authority and No Violation. (a) Silvermex has ▇▇▇-NMBC and each Acquired Company have all requisite corporate power and authority to enter into this Agreement and the documents required ▇▇▇ Documents, to be executed by it in connection with perform such company's obligations hereunder and thereunder, and to consummate the transactions contemplated herein, to perform its obligations hereunder and, subject to obtaining the approval of the holders of Silvermex Shares hereby and the Court as contemplated by Article 2, to consummate the Arrangement and the other transactions contemplated by this Agreementthereby. The execution and delivery by ▇▇▇-NMBC and each Acquired Company of this Agreement and such other documents ▇▇▇ Documents, the performance by Silvermex ▇▇▇-NMBC and each Acquired Company of its obligations hereunder and thereunder, and the consummation by Silvermex ▇▇▇-NMBC and each Acquired Company of the transactions contemplated by this Agreement (including the Arrangement) hereby and such other documents thereby, have been duly authorized by all necessary corporate action on the Silvermex Board part of ▇▇▇-NMBC and no other corporate proceedings on their part are necessary to authorize this Agreement or the transactions contemplated hereby, other than: (i) with respect to the Silvermex Circular and other matters relating solely thereto, including the implementation of the Arrangement, the approval of the Silvermex Board; and (ii) with respect to the completion of the Arrangement, the approval of the Arrangement Resolution by the Silvermex Securityholders and such other corporate proceedings of Silvermex as may be required by the Interim Order. (b) each Acquired Company. This Agreement has been duly executed and delivered by Silvermex ▇▇▇-NMBC and, assuming the due authorization, execution and delivery of this Agreement by the Purchaser, this Agreement constitutes a legal, legally valid and binding obligationobligation of ▇▇▇-NMBC, enforceable against it ▇▇▇-NMBC in accordance with its terms, except as such enforceability may be limited by principles of public policy, and subject to (i) the effect of any applicable Laws of general application relating to bankruptcy, insolvency and other reorganization, insolvency, moratorium or similar Laws affecting creditors’ ' rights and relief of debtors generally, and to (ii) the effect of rules of Law and general principles of equity, including rules of Law and general principles of equity governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law). All documents required to be executed Upon the execution and delivery of the ▇▇▇ Documents by Silvermex in connection with ▇▇▇-NMBC and each Acquired Company, at the transactions contemplated herein will be duly executed and delivered by Silvermex Closing and, when so executed assuming the due authorization, execution and delivereddelivery of the Assignment and Assumption by the Purchaser, each of the ▇▇▇ Documents will constitute a legal, legally valid and binding obligationobligation of ▇▇▇-NMBC and each Acquired Company, enforceable against it ▇▇▇-NMBC and each Acquired Company, in accordance with its respective terms, except as such enforceability may be limited by principles of public policy, and subject to (i) the effect of any applicable Laws of general application relating to bankruptcy, insolvency and other reorganization, insolvency, moratorium or similar Laws affecting creditors’ ' rights and relief of debtors generally, and to (ii) the effect of rules of Law and general principles of equity, including rules of Law and general principles of equity governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law). (cb) The approval of this Agreement Assuming that all consents, waivers, approvals, orders and the other documents required to be executed by Silvermex authorizations set forth in connection Schedule 4.4 hereto have been obtained and all registrations, qualifications, designations, declarations or filings with the transactions contemplated hereinany Governmental Authorities set forth in Schedule 4.4 hereto have been made, and except as set forth in Schedule 4.2 hereto, the execution and delivery by Silvermex ▇▇▇-NMBC and each Acquired Company of this Agreement and such other documentsthe ▇▇▇ Documents, and the performance by Silvermex ▇▇▇-NMBC and each Acquired Company of its obligations hereunder and thereunder, and the completion consummation by such company of the Arrangement and the transactions contemplated hereby and thereby, will not: (i) not conflict with, result with or violate in a violation or breach ofany material respect, constitute a material default (or require any consent (other than such as has already been obtained)event which with the giving of notice or lapse of time, to be obtained or both, would become a material default) under, or give rise to any termination rights or payment obligation under, any provision of: (A) its notice of articles or articles or any other agreement or understanding with any party holding an ownership interest in Silvermex; (B) any resolutions of the Silvermex Board (or any committee thereof) or shareholders; (C) any applicable Laws, subject to obtaining the Antitrust Clearance and the any required approval of the TSX to the transactions contemplated herein; or (D) subject to obtaining any consent, approval, permit or acknowledgement which may be required thereunder in connection with the completion of the transactions herein contemplated, details of which are set forth in Schedule 3.1.3 of the Silvermex Disclosure Letter, any license or registration or any agreement, contract or commitment, written or oral, which Silvermex or any Silvermex Subsidiary is a party to or bound by or subject to; (ii) give rise to any right of termination termination, amendment, modification, acceleration or acceleration cancellation of indebtedness any material obligation or loss of Silvermex or any Silvermex Subsidiarymaterial benefit under, result in the creation of any material Encumbrance pursuant to, or cause require such company to obtain any third consent, waiver, approval or Action of, make any filing with, or give any notice to any Person as a result or under, the terms and provisions of (i) the respective charter or the respective bylaws of such company, (ii) any material Contract to which such company is a party indebtedness or by which any of Silvermex the Purchased Assets of the ▇▇▇-NMBC Stations is bound, or any Silvermex Subsidiary to come due before its stated maturity; (iii) result in the imposition of any Encumbrance upon any of Silvermex’s assets or the assets of material Law applicable to such company, any of the Silvermex SubsidiariesPurchased Assets, assets of the Acquired Companies or the Acquired Companies' Common Stock, or restrict, hinder, impair any Governmental Order issued by a Governmental Authority by which ▇▇▇-NMBC or limit its any Acquired Company or any of the Silvermex Subsidiaries’ ability to carry on their respective business as and where it Purchased Assets of the ▇▇▇-NMBC Stations is now being carried on or as and where it may be carried on in the future; or (iv) result in any payment (including severance, unemployment compensation, golden parachute, bonus way bound or otherwise) becoming due to any Person, or any increase in any Employee Benefits otherwise payable, or the acceleration of the time of payment, vesting or exercise of any Employee Benefitsobligated. (d) No consent, approval, order, registration, notice, declaration or filing with, any Governmental Entity or other Person is required to be obtained by Silvermex or any Silvermex Subsidiary in connection with the execution and delivery of this Agreement or any of the other documents contemplated hereby, or the consummation by Silvermex of the transactions contemplated hereby or thereby, other than: (i) any approvals required by the Interim Order; (ii) the Final Order; (iii) the Antitrust Clearance; (iv) any required approval of the TSX to the transactions contemplated herein; (v) the third party consents, approvals and notices listed in Schedule 3.1.3 of the Silvermex Disclosure Letter; and (vi) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which are purely of an administrative nature and which could be completed or obtained without Material Adverse Effect on Silvermex or the Business immediately after the Effective Date or which, if not obtained, would not in the aggregate have a Material Adverse Effect on Silvermex.

Authority and No Violation. (a) Silvermex First Mining has all requisite corporate power and authority to enter into this Agreement and the documents required to be executed by it in connection with the transactions contemplated herein, to perform its obligations hereunder and, subject to obtaining the approval of the holders of Silvermex Shares and the Court as contemplated by Article 2, to consummate the Arrangement and the other transactions contemplated by this AgreementTransaction. The execution and delivery of this Agreement by First Mining and such other documents by Silvermex First Mining and the consummation by Silvermex First Mining of the transactions contemplated by this Agreement (including the Arrangement) and such other documents have been duly authorized by the Silvermex Board its board of directors and no other corporate proceedings on their its part are necessary to authorize this Agreement or the transactions contemplated hereby, other than: (i) with respect to the Silvermex Circular and other matters relating solely thereto, including the implementation of the Arrangement, the approval of the Silvermex Board; and (ii) with respect to the completion of the Arrangement, the approval of the Arrangement Resolution by the Silvermex Securityholders and such other corporate proceedings of Silvermex as may be required by the Interim Order. (b) This Agreement has been duly executed and delivered by Silvermex First Mining and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. All documents required to be executed by Silvermex First Mining in connection with the transactions contemplated herein will be duly executed and delivered by Silvermex First Mining and, when so executed and delivered, will constitute a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. (c) The approval of this Agreement and the other documents required to be executed by Silvermex First Mining in connection with the transactions contemplated herein, the execution and delivery by Silvermex First Mining of this Agreement and such other documents, and the performance by Silvermex it of its obligations hereunder and the completion of the Arrangement Transaction and the transactions contemplated thereby, will not: (i) conflict with, result in a violation or breach of, constitute a default default, or require any consent (other than such as has already been obtained), ) to be obtained under, or give rise to any termination rights or payment obligation under, under any provision of: (A) its notice of articles or articles or any other agreement or understanding with any party holding an ownership interest in Silvermexarticles; (B) any resolutions of the Silvermex Board its board of directors (or any committee thereof) or shareholders; (C) any applicable Laws, subject to obtaining the Antitrust Clearance and the any required approval authorization for listing of the TSX to Consideration Shares on the transactions contemplated hereinTSX-V; or (D) subject to obtaining any consent, approval, permit or acknowledgement which may be required thereunder in connection with the completion of the transactions herein contemplated, details of which are set forth in Schedule 3.1.3 of the Silvermex Disclosure Letter, any license or registration or any agreement, contract or commitment, written or oral, which Silvermex or any Silvermex Subsidiary First Mining is a party to or bound by or subject to; (ii) give rise to any right of termination or acceleration of indebtedness of Silvermex or any Silvermex Subsidiary, or cause any third party indebtedness of Silvermex or any Silvermex Subsidiary to come due before its stated maturity; (iii) result in the imposition of any Encumbrance upon any of Silvermex’s assets or the assets of any of the Silvermex Subsidiaries, or restrict, hinder, impair or limit its or any of the Silvermex Subsidiaries’ ability to carry on their respective business as and where it is now being carried on or as and where it may be carried on in the future; or (iv) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any Person, or any increase in any Employee Benefits otherwise payable, or the acceleration of the time of payment, vesting or exercise of any Employee Benefits. (d) No consent, approval, order, registration, notice, declaration or filing with, any Governmental Entity or other Person is required to be obtained by Silvermex or any Silvermex Subsidiary First Mining in connection with the execution and delivery of this Agreement or any of the other documents contemplated hereby, or the consummation by Silvermex First Mining of the transactions contemplated hereby or thereby, thereby other than: (i) any approvals required by the Interim Order; (ii) the Final Order; (iii) the Antitrust Clearance; (iv) any required approval obtaining authorization for listing of the TSX to Consideration Shares on the transactions contemplated herein; (v) the third party consents, approvals and notices listed in Schedule 3.1.3 of the Silvermex Disclosure LetterTSX- V; and (viii) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which are purely of an administrative nature and which could be completed or obtained without Material Adverse Effect on Silvermex or the Business First Mining immediately after the Effective Closing Date or which, if not obtained, would not in the aggregate have a Material Adverse Effect on SilvermexFirst Mining.

Authority and No Violation. (a) Silvermex Sonus has all requisite corporate power and authority to enter into this Agreement and the documents required to be executed by it Sonus in connection with the transactions contemplated herein, to perform its obligations hereunder and, subject to obtaining the approval of the holders of Silvermex Shares and the Court Sonus Shareholders as contemplated by Article 2this Agreement, to consummate the Arrangement and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement and such other documents by Silvermex Sonus and the consummation by Silvermex Sonus of the transactions contemplated by this Agreement (including the Arrangement) and such other documents documents, including, but not limited to, the Reverse Stock Split, the Capital Adjustment, the Name Change, and the filing of the Certificate of Amendment, subject to further approval upon fixing the Reverse Stock Split, Capital Adjustment and other changes contemplated by this Agreement, have been duly authorized by the Silvermex Board of Directors of Sonus and no other corporate proceedings on their its part are necessary to authorize this Agreement Agreement, the Escrow Agreements, the Voting Agreements, or the transactions contemplated herebyhereby or thereby, other than: (i) with respect to the Silvermex Circular Proxy Statement and other matters relating solely thereto, including the implementation of the Arrangement, the approval of the Silvermex BoardBoard of Directors of Sonus; and (ii) with respect to the completion of the Arrangement, the approval of the Arrangement Resolution by the Silvermex Securityholders and such other corporate proceedings of Silvermex as may be required by the Interim OrderSonus Shareholder Resolutions. (b) This Agreement has been duly executed and delivered by Silvermex Sonus and, assuming the due authorization, execution and delivery hereof by OncoGenex, constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ ' rights generally, and to general principles of equity. All documents required to be executed by Silvermex Sonus in connection with the transactions contemplated herein will be duly executed and delivered by Silvermex Sonus on or before the Effective Date and, when so executed and delivered, will constitute a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ ' rights generally, and to general principles of equity. (c) The approval of this Agreement and the other documents required to be executed by Silvermex Sonus in connection with the transactions contemplated herein, the execution and delivery by Silvermex Sonus of this Agreement and such other documents, and the performance by Silvermex Sonus of its obligations hereunder and the completion of the Arrangement and the transactions contemplated thereby, will not: (i) conflict with, result in a violation or breach ofof or loss of any benefit under, constitute a default or require any consent (other than such as has already been obtained), obtained or will be obtained prior to the Effective Time) to be obtained under, or give rise to any termination rights or payment obligation under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any property or asset of Sonus or any of its Subsidiaries pursuant to, any provision of: (A) the certificate of incorporation, articles, by-laws or other charter documents of Sonus or any of its notice of articles or articles Subsidiaries, including any unanimous shareholder agreement or any other agreement or understanding with any party holding an ownership interest in Silvermexit; (B) any material contract, agreement, licence, franchise or permit to which it Sonus or any of its Subsidiaries is bound; (C) any resolutions of the Silvermex its Board of Directors (or any committee thereof) or shareholders; (C) any applicable Laws, subject to obtaining the Antitrust Clearance and the any required approval of the TSX to the transactions contemplated herein; or (D) subject to obtaining any consent, approval, permit the Appropriate Regulatory Approvals relating to Sonus or acknowledgement which may be required thereunder in connection with the completion of the transactions herein contemplated, details of which are set forth in Schedule 3.1.3 of the Silvermex Disclosure Lettercontemplated herein, any license Laws, regulation, order, judgment or registration or any agreement, contract or commitment, written or oral, which Silvermex or any Silvermex Subsidiary is a party to or bound by or subject todecree; (ii) give rise to any right of termination or acceleration of indebtedness of Silvermex or any Silvermex Subsidiaryindebtedness, or cause any third party indebtedness of Silvermex or any Silvermex Subsidiary to come due before its stated maturitymaturity or cause any available credit to cease to be available; (iii) result in the Sonus Shareholders having any appraisal or dissent rights; (iv) result in the imposition of any Encumbrance upon any of Silvermex’s assets Sonus' or the assets of any of the Silvermex its Subsidiaries' assets, or restrict, hinder, impair or limit its or any of the Silvermex Subsidiaries’ their ability to carry on their respective business the Sonus Business as and where it is now being carried on or as and where it may be carried on in the future; or (ivv) except as set out in Section 3.2.3 of the Sonus Disclosure Schedule, result in any payment Person becoming entitled to (including A) any retirement, severance, unemployment compensation, "golden parachute", bonus or otherwise) becoming due to any Personother such payment, or any increase in any Employee Benefits otherwise payable, or the acceleration of the time of payment, vesting or time to exercise or payment of any outstanding stock options or other Employee Benefits, (C) the forgiveness or postponement of payment of any indebtedness owing to Sonus, or (D) receive any additional payments or compensation under or in respect of any Employee BenefitsBenefits (including a "cash-out" of any stock options). (d) No consent, approval, orderorder or authorization of, or registration, notice, declaration or filing with, any Governmental Entity or other Person is required to be obtained by Silvermex Sonus or any Silvermex Subsidiary of its Subsidiaries in connection with the execution and delivery of this Agreement or any of the other documents contemplated hereby, or the consummation by Silvermex Sonus of the transactions contemplated hereby or thereby, thereby other than: (i) any approvals required by the Interim Order; (ii) the Final Order; (iii) the Antitrust Clearance; (iv) any required approval of the TSX Appropriate Regulatory Approvals relating to Sonus or the transactions contemplated herein; (v) the third party consents, approvals and notices listed in Schedule 3.1.3 of the Silvermex Disclosure Letter; and (viii) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which are purely of an administrative nature and which could be completed or obtained without Material Adverse Effect on Silvermex or the Business immediately after the Effective Date or which, if not obtained, would not in the aggregate have a Material Adverse Effect on SilvermexSonus.

Authority and No Violation. (a) Silvermex Each of the Redback Parties and Newco has all requisite corporate power and authority to enter into this Agreement and each of the documents required to be executed by it in connection with the transactions contemplated hereinAncillary Agreements, as applicable, to perform its obligations hereunder andand thereunder, subject to obtaining the approval of the holders of Silvermex Shares and the Court as contemplated by Article 2, to consummate the Arrangement and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement and such other documents each of the Ancillary Agreements, as applicable, by Silvermex each of the Redback Parties and Newco and the consummation by Silvermex each of the Redback Parties and Newco of the transactions contemplated by this Agreement (including and each of the Arrangement) and such other documents Ancillary Agreements, as applicable, have been duly authorized by the Silvermex Board its respective board of directors and no other corporate proceedings on their its part are necessary to authorize this Agreement and each of the Ancillary Agreements, as applicable, or the transactions contemplated herebyhereby or thereby other than the approval by its board of directors of, in the case of Exchangeco, the amendment of its memorandum and articles to create the Exchangeable Shares (which amendment must also be approved by the shareholders of Exchangeco) and, in the case of Redback, other than: matters (iif any) with respect to the Silvermex Circular and other matters relating solely thereto, including to the implementation of the Arrangement, the approval of the Silvermex Board; and (ii) with respect to the completion of the Arrangement, the approval of the Arrangement Resolution by the Silvermex Securityholders and such other corporate proceedings of Silvermex as may be required by the Interim Order. (b) This Agreement has been duly executed and delivered by Silvermex each of the Redback Parties and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ ' rights generally, and to general principles of equity. All documents required to be executed by Silvermex in connection with Each of the transactions contemplated herein Ancillary Agreements, as applicable, will be duly executed and delivered by Silvermex each of the Redback Parties and Newco, as applicable, and, when so executed and delivered, will constitute a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ ' rights generally, and to general principles of equity. (c) The approval of this Agreement and each of the other documents required to be executed by Silvermex in connection with the transactions contemplated hereinAncillary Agreements, as applicable, the execution and delivery by Silvermex each of the Redback Parties and Newco of this Agreement and such other documentseach of the Ancillary Agreements, as applicable, and the performance by Silvermex it of its obligations hereunder and thereunder and the completion of the Arrangement and the transactions contemplated thereby, will not: (i) conflict with, result in a violation or breach of, constitute a default or require any consent (other than such as has already been obtained), to be obtained under, under or give rise to any termination rights or payment obligation under, under any provision of: (A) its notice certificate of articles incorporation, memorandum, articles, by-laws or articles other charter documents, as applicable, including any unanimous shareholder agreement or any other agreement or understanding with any party Person holding an ownership interest in Silvermexit; (B) subject to obtaining the Appropriate Regulatory Approvals relating to the Redback Parties or the transactions contemplated herein, any resolutions of the Silvermex Board (Laws, regulation, order, judgment or any committee thereof) or shareholders;decree; or (C) any applicable Lawsmaterial contract, subject to obtaining the Antitrust Clearance and the any required approval of the TSX to the transactions contemplated herein; or (D) subject to obtaining any consent, approval, permit or acknowledgement which may be required thereunder in connection with the completion of the transactions herein contemplated, details of which are set forth in Schedule 3.1.3 of the Silvermex Disclosure Letter, any license or registration or any agreement, contract licence, franchise or commitment, written permit to which it is party or oral, by which Silvermex or any Silvermex Subsidiary it is a party to or bound by or subject tobound; (ii) give rise to any right of termination or acceleration of indebtedness of Silvermex or any Silvermex Subsidiaryindebtedness, or cause any third party indebtedness of Silvermex or any Silvermex Subsidiary to come due before its stated maturity;maturity or cause any available credit to cease to be available; or (iii) except as would not, individually or in the aggregate, have a Material Adverse Effect on the Redback Parties and Newco, as a whole, result in the imposition of any Encumbrance upon any of Silvermex’s assets or the assets of any of the Silvermex Subsidiariesits assets, or restrict, hinder, impair or limit its or any of the Silvermex Subsidiaries’ ability to carry on their respective its business as and where it is now being carried on or as and where it may be carried on in the future; or (iv) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any Person, or any increase in any Employee Benefits otherwise payable, or the acceleration of the time of payment, vesting or exercise of any Employee Benefits. (d) No consent, approval, orderorder or authorization of, or registration, notice, declaration or filing with, any Governmental Entity or other Person is required to be obtained by Silvermex any of the Redback Parties or any Silvermex Subsidiary Newco in connection with the execution and delivery of this Agreement or any of the other documents contemplated herebyAncillary Agreements, as applicable, or the consummation by Silvermex any of the Redback Parties or Newco of the transactions contemplated hereby or thereby, thereby other than: (i) any approvals required by the Interim Order; (ii) Appropriate Regulatory Approvals relating to the Final Order; (iii) the Antitrust Clearance; (iv) any required approval of the TSX to Redback Parties or the transactions contemplated herein; (vii) any approval required in connection with the third party consents, approvals and notices listed in Schedule 3.1.3 amendment of the Silvermex Disclosure Lettermemorandum or articles of Exchangeco to create the Exchangeable Shares; and (viiii) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which are purely of an administrative nature and which could be completed or obtained without Material Adverse Effect on Silvermex or the Business immediately after the Effective Date or which, if not obtained, would not in the aggregate have a Material Adverse Effect on Silvermexthe Redback Parties and Newco, as a whole.

Authority and No Violation. (a) Silvermex OncoGenex has all requisite corporate power and authority to enter into this Agreement and the documents required to be executed by it OncoGenex in connection with the transactions contemplated herein, to perform its obligations hereunder and, subject to obtaining the approval of the holders of Silvermex Shares and the Court OncoGenex Securityholders as contemplated by Article 2this Agreement, to consummate the Arrangement and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement and such other documents by Silvermex OncoGenex and the consummation by Silvermex OncoGenex of the transactions contemplated by this Agreement (including the Arrangement) and such other documents have been duly authorized by the Silvermex Board of Directors of OncoGenex and no other corporate proceedings on their its part are necessary to authorize this Agreement Agreement, the Voting Agreements, or the transactions contemplated herebyhereby or thereby, other than: (i) with respect to the Silvermex Circular and other matters relating solely thereto, including the implementation of the Arrangement, the approval of the Silvermex BoardBoard of Directors of OncoGenex; and (ii) with respect to the completion of the Arrangement, the approval of the Arrangement Resolution by the Silvermex OncoGenex Securityholders and such other corporate proceedings of Silvermex OncoGenex as may be required by the Interim Order. (b) This Agreement has been duly executed and delivered by Silvermex OncoGenex and, assuming the due authorization, execution and delivery hereof by Sonus, constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. All documents required to be executed by Silvermex OncoGenex in connection with the transactions contemplated herein will be duly executed and delivered by Silvermex OncoGenex on or before the Effective Date and, when so executed and delivered, will constitute a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. (c) The approval of this Agreement and the other documents required to be executed by Silvermex OncoGenex in connection with the transactions contemplated herein, the execution and delivery by Silvermex OncoGenex of this Agreement and such other documents, and the performance by Silvermex OncoGenex of its obligations hereunder and the completion of the Arrangement and the transactions contemplated thereby, will not, except as disclosed in Section 3.1.3(c) of the OncoGenex Disclosure Schedule: (i) conflict with, result in a violation or breach ofof or loss of any benefit under, constitute a default or require any consent (other than such as has already been obtained), obtained or will be obtained prior to the Effective Time) to be obtained under, or give rise to any termination rights or payment obligation under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any property or asset of OncoGenex or any of its Subsidiaries pursuant to, any provision of: (A) the articles, by-laws or other charter documents of OncoGenex or any of its notice of articles or articles Subsidiaries, including any unanimous shareholder agreement or any other agreement or understanding with any party holding an ownership interest in Silvermexit; (B) any shareholder, voting or other agreements to which OncoGenex is a party; (C) any resolutions of the Silvermex its Board of Directors (or any committee thereof) or shareholders; (CD) any applicable Laws, subject to obtaining the Antitrust Clearance and the any required approval of the TSX Appropriate Regulatory Approvals relating to OncoGenex or the transactions contemplated herein, any applicable Laws; or (DE) subject to obtaining any consent, approval, permit or acknowledgement which may be required thereunder in connection with the completion of the transactions herein contemplated, details of which are set forth in Schedule Section 3.1.3 of the Silvermex OncoGenex Disclosure LetterSchedule, any license or registration or any agreement, contract contract, franchise, permit or commitment, written or oral, which Silvermex OncoGenex or any Silvermex Subsidiary of its Subsidiaries is a party to or to, bound by or subject to; (ii) give rise to any right of termination or acceleration of indebtedness of Silvermex or any Silvermex Subsidiaryindebtedness, or cause any third party indebtedness of Silvermex or any Silvermex Subsidiary to come due before its stated maturitymaturity or cause any available credit to cease to be available; (iii) result in the imposition of any Encumbrance upon any of SilvermexOncoGenex’s assets or the assets of any of the Silvermex its Subsidiaries’ assets, or restrict, hinder, impair or limit its or any of the Silvermex Subsidiaries’ their ability to carry on their respective business the OncoGenex Business as and where it is now being carried on or as and where it may be carried on in the future; or (iv) result in any payment Person becoming entitled to (including A) any retirement, severance, unemployment compensation, “golden parachute”, bonus or otherwise) becoming due to any Personother such payment, or any increase in any Employee Benefits otherwise payable, or the acceleration of the time of payment, vesting or time to exercise or payment of any outstanding stock options or other Employee Benefits (including the OncoGenex Options), (B) the forgiveness or postponement of payment of any indebtedness owing to OncoGenex, or (C) receive any additional payments or compensation under or in respect of any Employee BenefitsBenefits (including a “cash-out” of the OncoGenex Options as provided for in the OncoGenex Stock Option Plan). (d) No consent, approval, orderorder or authorization of, or registration, notice, declaration or filing with, any Governmental Entity or other Person is required to be obtained by Silvermex OncoGenex or any Silvermex Subsidiary of its Subsidiaries in connection with the execution and delivery of this Agreement or any of the other documents contemplated hereby, or the consummation by Silvermex OncoGenex of the transactions contemplated hereby or thereby, other than: (i) any approvals required by the Interim Order; (ii) the Final Order; (iii) notices to and filings with the Antitrust ClearanceDirector under the CBCA; (iv) any required approval of the TSX Appropriate Regulatory Approvals relating to the transactions contemplated hereinOncoGenex; (v) the third party consents, approvals and notices listed in Schedule 3.1.3 of the Silvermex Disclosure Letter; and (vi) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which are purely of an administrative nature and which could be completed or obtained without Material Adverse Effect on Silvermex or the Business immediately after the Effective Date or which, if not obtained, would not in the aggregate have a Material Adverse Effect on SilvermexOncoGenex; and (vi) any other consents or approvals set out in Section 3.1.3 of the OncoGenex Disclosure Schedule.

Authority and No Violation. (a) Silvermex Each of Normabec and Newco has all requisite corporate power and authority to enter into this Agreement and the documents required to be executed by it them in connection with the transactions contemplated herein, to perform its their respective obligations hereunder and, subject to obtaining the approval of the holders of Silvermex Normabec Shares and the Court as contemplated by Article 2, to consummate the Arrangement and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement and such other documents by Silvermex Normabec and Newco and the consummation by Silvermex Normabec and Newco of the transactions contemplated by this Agreement (including the Arrangement) and such other documents have been duly authorized by the Silvermex Board board of directors of Normabec and Newco and no other corporate proceedings on their part are necessary to authorize this Agreement or the transactions contemplated hereby, other than: (i) with respect to the Silvermex Circular and other matters relating solely thereto, including the implementation of the Arrangement, the approval of the Silvermex Boardboard of directors of Normabec; and (ii) with respect to the completion of the Arrangement, the approval of the Arrangement Resolution by the Silvermex Securityholders holders of Normabec Shares and such other corporate proceedings of Silvermex Normabec as may be required by the Interim Order. (b) This Agreement has been duly executed and delivered by Silvermex Normabec and Newco and constitutes a legal, valid and binding obligation, enforceable against it them in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. All documents required to be executed by Silvermex Normabec or Newco in connection with the transactions contemplated herein will be duly executed and delivered by Silvermex Normabec or Newco, as applicable, and, when so executed and delivered, will constitute a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. (c) The approval of this Agreement and the other documents required to be executed by Silvermex Normabec and Newco in connection with the transactions contemplated herein, the execution and delivery by Silvermex Normabec and Newco of this Agreement and such other documents, and the performance by Silvermex Normabec and Newco of its their respective obligations hereunder and the completion of the Arrangement and the transactions contemplated thereby, will not: (i) conflict with, result in a violation or breach of, constitute a default or require any consent (other than such as has already been obtained), to be obtained under, or give rise to any termination rights or payment obligation under, any provision of: (A) its notice of their respective articles or articles by-laws or any other agreement or understanding with any party holding an ownership interest in SilvermexNormabec or Newco; (B) any resolutions of the Silvermex Board their respective board of directors (or any committee thereof) or shareholders; (C) any applicable Laws, subject to obtaining the Antitrust Clearance and the any required approval consent of the TSX TSXV to the transactions contemplated herein; or (D) subject to obtaining any consent, approval, permit or acknowledgement which may be required thereunder in connection with the completion of the transactions herein contemplated, details of which are set forth in Schedule Section 3.1.3 of the Silvermex Normabec Disclosure LetterSchedule, any license licence or registration or any agreement, contract or commitment, written or oral, which Silvermex Normabec or any Silvermex Normabec Subsidiary is a party to or bound by or subject to; (ii) give rise to any right of termination or acceleration of indebtedness of Silvermex Normabec or any Silvermex Normabec Subsidiary, or cause any third party indebtedness of Silvermex Normabec or any Silvermex Normabec Subsidiary to come due before its stated maturity; (iii) result in the imposition of any Encumbrance upon any of SilvermexNormabec’s assets or the assets of any of the Silvermex Normabec Subsidiaries, or restrict, hinder, impair or limit its or any of the Silvermex Normabec Subsidiaries’ ability to carry on their respective business as and where it is now being carried on or as and where it may be carried on in the future; or (iv) except as set forth in Section 3.1.3 of the Normabec Disclosure Schedule, result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any Person, or any increase in any Employee Benefits otherwise payable, or the acceleration of the time of payment, vesting or exercise of any Employee Benefits. (d) No consent, approval, orderorder or authorization of, or registration, notice, declaration or filing with, any Governmental Entity or other Person is required to be obtained by Silvermex Normabec or any Silvermex Normabec Subsidiary in connection with the execution and delivery of this Agreement or any of the other documents contemplated hereby, or the consummation by Silvermex Normabec of the transactions contemplated hereby or thereby, other than: (i) any approvals required by the Interim Order; (ii) the Final Order; (iii) filing of the Antitrust ClearanceArticles of Arrangement with the Director and the issuance by the Director of a certificate of arrangement in respect of the Arrangement; (iv) any required approval the consent of the TSX TSXV to the transactions contemplated herein; (v) the third party consents, approvals and notices listed in Schedule 3.1.3 of the Silvermex Disclosure Letter; and (viv) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which are purely of an administrative nature and which could be completed or obtained without Material Adverse Effect on Silvermex or the Business immediately after the Effective Date or which, if not obtained, would not in the aggregate have a Material Adverse Effect on SilvermexNormabec.

Authority and No Violation. (a) Silvermex Metalla has all requisite corporate power and authority to enter into this Agreement and the documents required to be executed by it in connection with the transactions contemplated herein, to perform its obligations hereunder and, subject to obtaining the approval of the holders of Silvermex Shares and the Court as contemplated by Article 2, to consummate the Arrangement and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by Metalla and such other documents by Silvermex Metalla and the consummation by Silvermex Metalla of the transactions contemplated by this Agreement (including the Arrangement) and such other documents have been duly authorized by the Silvermex Board its board of directors and no other corporate proceedings on their its part are necessary to authorize this Agreement or the transactions contemplated hereby, other than: (i) than with respect to the Silvermex Circular and other matters relating solely thereto, including the implementation of the Arrangement, Arrangement and the approval of the Silvermex Board; and (ii) with respect to the completion its board of the Arrangement, the approval of the Arrangement Resolution by the Silvermex Securityholders and such other corporate proceedings of Silvermex as may be required by the Interim Orderdirectors. (b) This Agreement has been duly executed and delivered by Silvermex Metalla and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. All documents required to be executed by Silvermex in connection with the transactions contemplated herein will be duly executed and delivered by Silvermex and, when so executed and delivered, will constitute a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. (c) The approval of this Agreement and the other documents required to be executed by Silvermex Metalla in connection with the transactions contemplated herein, the execution and delivery by Silvermex Metalla of this Agreement and such other documents, and the performance by Silvermex it of its obligations hereunder and the completion of the Arrangement and the transactions contemplated thereby, will not: (i) conflict with, result in a violation or breach of, constitute a default default, or require any consent (other than such as has already been obtained), ) to be obtained under, or give rise to any termination rights or payment obligation under, under any provision of: (A) its notice of articles or articles by-laws or any other agreement or understanding with any party holding an ownership interest in SilvermexMetalla; (B) any resolutions of the Silvermex Board its board of directors (or any committee thereof) or shareholders; (C) any applicable Laws, subject to obtaining authorization for listing of the Antitrust Clearance Consideration Shares and the any required approval Metalla Shares issuable upon exercise of the TSX to ValGold Warrants on the transactions contemplated hereinTSX-V; or (D) subject to obtaining any consent, approval, permit or acknowledgement which may be required thereunder in connection with the completion of the transactions herein contemplated, details of which are set forth in Schedule 3.1.3 of the Silvermex Disclosure Letter, any license or registration or any agreement, contract or commitment, written or oral, which Silvermex or any Silvermex Subsidiary Metalla is a party to or bound by or subject to; (ii) give rise to any right of termination or acceleration of indebtedness of Silvermex or any Silvermex SubsidiaryMetalla, or cause any third third-party indebtedness of Silvermex or any Silvermex Subsidiary to come due before its stated maturity;; or (iii) result in the imposition of any Encumbrance upon any of Silvermex’s assets or the assets of any of the Silvermex Subsidiaries, or restrict, hinder, impair or limit its or any of the Silvermex Subsidiaries’ ability to carry on their respective its business as and where it is now being carried on or as and where it may be carried on in the future; or (iv) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any Person, or any increase in any Employee Benefits otherwise payable, or the acceleration of the time of payment, vesting or exercise of any Employee Benefits. (d) No consent, approval, order, registration, notice, declaration or filing with, any Governmental Entity or other Person is required to be obtained by Silvermex or any Silvermex Subsidiary Metalla in connection with the execution and delivery of this Agreement or any of the other documents contemplated hereby, or the consummation by Silvermex Metalla of the transactions contemplated hereby or thereby, thereby other than: (i) obtaining authorization for listing of the Consideration Shares and the Metalla Shares issuable and upon exercise of the ValGold Warrants on the TSX-V; (ii) any approvals required by the Interim Order; (iiiii) the Final Order; (iii) the Antitrust Clearance; (iv) any required approval of the TSX to the transactions contemplated herein; (v) the third party consents, approvals and notices listed in Schedule 3.1.3 of the Silvermex Disclosure Letter; and (viiv) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which are purely of an administrative nature and which could be completed or obtained without Material Adverse Effect on Silvermex or the Business Metalla immediately after the Effective Date or which, if not obtained, would not in the aggregate have a Material Adverse Effect on SilvermexMetalla.

Authority and No Violation. (a) Silvermex Each of First Majestic and Subco has all requisite corporate power and authority to enter into this Agreement and the documents required to be executed by it in connection with the transactions contemplated hereinAgreement, to perform its obligations hereunder andhereunder, subject to obtaining the approval of the holders of Silvermex Shares and the Court as contemplated by Article 2, to consummate the Arrangement and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of First Majestic and such other documents by Silvermex Subco and the consummation by Silvermex each of First Majestic and Subco of the transactions contemplated by this Agreement (including the Arrangement) and such other documents have been duly authorized by the Silvermex Board its respective board of directors and no other corporate proceedings on their its part are necessary to authorize this Agreement or the transactions contemplated hereby, hereby other than: (i) with respect to than the Silvermex Circular and approval by its respective board of directors of other matters (if any) relating solely thereto, including to the implementation of the ArrangementArrangement (and for greater certainty, the issuance of the First Majestic Shares pursuant to the Arrangement does not require the approval of any securityholders of First Majestic pursuant to applicable Laws or stock exchange policies, including the Silvermex Board; and (ii) with respect to the completion policies of the Arrangement, the approval of the Arrangement Resolution by the Silvermex Securityholders and such other corporate proceedings of Silvermex as may be required by the Interim OrderTSX or NYSE). (b) This Agreement has been duly executed and delivered by Silvermex each of First Majestic and Subco and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. All documents required to be executed by Silvermex First Majestic or Subco in connection with the transactions contemplated herein will be duly executed and delivered by Silvermex First Majestic or Subco, as applicable, and, when so executed and delivered, will constitute a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. (c) The approval of this Agreement and the other documents required to be executed by Silvermex each of First Majestic and Subco in connection with the transactions contemplated herein, the execution and delivery by Silvermex each of First Majestic and Subco of this Agreement and such other documents, and the performance by Silvermex it of its obligations hereunder and the completion of the Arrangement and the transactions contemplated thereby, will not: (i) conflict with, result in a violation or breach of, constitute a default default, or require any consent (other than such as has already been obtained), ) to be obtained under, or give rise to any termination rights or payment obligation under, under any provision of: (A) its notice of articles or articles or any other agreement or understanding with any party holding an ownership interest in Silvermexarticles; (B) any resolutions of the Silvermex Board its board of directors (or any committee thereof) or shareholders; (C) any applicable Laws, Laws subject to obtaining authorization for listing of the First Majestic Shares issuable in connection with the Arrangement on the TSX and the NYSE and obtaining the Antitrust Clearance and the any required approval of the TSX to the transactions contemplated hereinClearance; or (D) subject to obtaining any consentmaterial contract, approval, permit or acknowledgement which may be required thereunder in connection with the completion of the transactions herein contemplated, details of which are set forth in Schedule 3.1.3 of the Silvermex Disclosure Letter, any license or registration or any agreement, contract license, franchise or commitment, written permit to which it is party or oral, by which Silvermex or any Silvermex Subsidiary it is a party to or bound by or subject tobound; (ii) give rise to any right of termination or acceleration of indebtedness of Silvermex or any Silvermex SubsidiaryFirst Majestic, or cause any third party indebtedness of Silvermex or any Silvermex Subsidiary to come due before its stated maturity;maturity or cause any available credit to cease to be available; or (iii) except as would not, individually or in the aggregate, have a Material Adverse Effect on First Majestic, result in the imposition of any Encumbrance upon any of Silvermex’s its assets or the assets of any of the Silvermex First Majestic Material Subsidiaries, or restrict, hinder, impair or limit its or any of the Silvermex Subsidiaries’ ability to carry on their respective its business as and where it is now being carried on or as and where it may be carried on in the future; or (iv) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any Person, or any increase in any Employee Benefits otherwise payable, or the acceleration of the time of payment, vesting or exercise of any Employee Benefits. (d) No consent, approval, orderorder or authorization of, or registration, notice, declaration or filing with, any Governmental Entity or other Person is required to be obtained by Silvermex First Majestic or any Silvermex Subsidiary Subco in connection with the execution and delivery of this Agreement or any of the other documents contemplated hereby, or the consummation by Silvermex First Majestic and Subco of the transactions contemplated hereby or thereby, other than: (i) obtaining authorization for listing of the First Majestic Shares issuable in connection with the Arrangement on the TSX and the NYSE; (ii) any approvals required by the Interim Order; (iiiii) the Final Order; (iiiiv) the Antitrust Clearance; (iv) any required approval of the TSX to the transactions contemplated herein; (v) the third party consents, approvals and notices listed in Schedule 3.1.3 of the Silvermex Disclosure Letter; and (viv) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which are purely of an administrative nature and which could be completed or obtained without Material Adverse Effect on Silvermex or the Business First Majestic immediately after the Effective Date or which, if not obtained, would not in the aggregate have a Material Adverse Effect on SilvermexFirst Majestic.

Authority and No Violation. (a) Silvermex First Majestic has all requisite corporate power and authority to enter into this Agreement and the documents required to be executed by it in connection with the transactions contemplated hereinAgreement, to perform its obligations hereunder and, subject to obtaining the approval of the holders of Silvermex Shares and the Court as contemplated by Article 2, to consummate the Arrangement and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement and such other documents the approval of the issuance of the Consideration Shares and the underlying First Majestic Shares on conversion or exercise of Primero Convertible Securities by Silvermex First Majestic and the consummation by Silvermex First Majestic of the transactions contemplated by this Agreement (including the Arrangement) and such other documents have been duly authorized by the Silvermex Board its board of directors and no other corporate proceedings on their its part are necessary to authorize this Agreement or the transactions contemplated hereby, other than: (i) with respect to than the Silvermex Circular and other approval of the First Majestic board of directors of matters relating solely thereto, including to the implementation of the ArrangementArrangement (and, for greater certainty, the issuance of First Majestic Shares pursuant to the Arrangement does not require the approval of any shareholders of First Majestic pursuant to applicable Laws or the Silvermex Board; and (ii) with respect to the completion policies of the Arrangement, the approval of the Arrangement Resolution by the Silvermex Securityholders and such other corporate proceedings of Silvermex as may be required by the Interim OrderTSX or NYSE). (b) This Agreement has been duly executed and delivered by Silvermex First Majestic and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ creditors rights generally, and to general principles of equity. All documents required to be executed by Silvermex First Majestic in connection with the transactions contemplated herein will be duly executed and delivered by Silvermex First Majestic and, when so executed and delivered, will constitute a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ creditors rights generally, and to general principles of equity. (c) The approval of this Agreement and the other documents required to be executed by Silvermex First Majestic in connection with the transactions contemplated herein, the execution and delivery by Silvermex First Majestic of this Agreement and such other documents, and the performance by Silvermex it of its obligations hereunder and the completion of the Arrangement and the transactions contemplated thereby, will not: (i) conflict with, result in a violation or breach of, constitute a default default, or require any consent (other than such as has already been obtained), ) to be obtained under, or give rise to any termination rights or payment obligation under, under any provision of: (A) its notice of articles or articles or any other agreement or understanding with any party holding an ownership interest in SilvermexFirst Majestic; (B) any resolutions of the Silvermex Board its board of directors (or any committee thereof) or shareholders; (C) any applicable Laws, subject to obtaining authorization for listing of the Consideration Shares, the First Majestic Shares issuable upon exercise of the Replacement Options and the First Majestic Shares issuable upon exercise of the Primero Warrants on the TSX and the NYSE and obtaining the Antitrust Clearance and the any required approval of the TSX to the transactions contemplated hereinClearance; or (D) subject to obtaining any consent, approval, permit or acknowledgement which may be required thereunder in connection with the completion of the transactions herein contemplated, details of which are set forth in Schedule 3.1.3 of the Silvermex Disclosure Letter, any license or registration or any agreement, contract or commitment, written or oral, which Silvermex or any Silvermex Subsidiary is a party to or bound by or subject toFirst Majestic Material Agreement; (ii) give rise to any right of termination except as would not, individually or acceleration of indebtedness of Silvermex or any Silvermex Subsidiaryin the aggregate, or cause any third party indebtedness of Silvermex or any Silvermex Subsidiary to come due before its stated maturity; (iii) have a Material Adverse Effect on First Majestic, result in the imposition of any Encumbrance upon any of Silvermex’s its assets or the assets of any of the Silvermex SubsidiariesFirst Majestic Material Subsidiaries (except pursuant to the Replacement Stream Agreement), or restrict, hinder, impair or limit its or any of the Silvermex Subsidiaries’ ability to carry on their respective its business as and where it is now being carried on or as and where it may be carried on in the future; or (iv) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any Person, or any increase in any Employee Benefits otherwise payable, or the acceleration of the time of payment, vesting or exercise of any Employee Benefits. (d) No consent, approval, order, registration, notice, declaration or filing with, any Governmental Entity or other Person is required to be obtained by Silvermex or any Silvermex Subsidiary First Majestic in connection with the execution and delivery of this Agreement or any of the other documents contemplated hereby, or the consummation by Silvermex First Majestic of the transactions contemplated hereby or thereby, thereby other than: (i) obtaining authorization for listing of the Consideration Shares, the First Majestic Shares issuable and upon exercise of the Replacement Options and the First Majestic Shares issuable upon exercise of the Primero Warrants on the TSX and the NYSE; (ii) any approvals required by the Interim Order; (iiiii) the Final Order; (iiiiv) the Antitrust Clearance; (iv) any required approval of the TSX to the transactions contemplated herein; (v) the third party consents, approvals and notices listed in Schedule 3.1.3 of the Silvermex Disclosure Letter; and (viv) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which are purely of an administrative nature and which could be completed or obtained without Material Adverse Effect on Silvermex or the Business First Majestic immediately after the Effective Date or which, if not obtained, would not in the aggregate have a Material Adverse Effect on SilvermexFirst Majestic.

Authority and No Violation. (a) Silvermex First Majestic has all requisite corporate power and authority to enter into this Agreement and the documents required to be executed by it in connection with the transactions contemplated hereinAgreement, to perform its obligations hereunder and, subject to obtaining the approval of the holders of Silvermex Shares and the Court as contemplated by Article 2, to consummate the Arrangement and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement and such other documents the approval of the issuance of the Consideration Shares and the underlying First Majestic Shares on conversion or exercise of Primero Convertible Securities by Silvermex First Majestic and the consummation by Silvermex First Majestic of the transactions contemplated by this Agreement (including the Arrangement) and such other documents have been duly authorized by the Silvermex Board its board of directors and no other corporate proceedings on their its part are necessary to authorize this Agreement or the transactions contemplated hereby, other than: (i) with respect to than the Silvermex Circular and other approval of the First Majestic board of directors of matters relating solely thereto, including to the implementation of the ArrangementArrangement (and, for greater certainty, the issuance of First Majestic Shares pursuant to the Arrangement does not require the approval of any shareholders of First Majestic pursuant to applicable Laws or the Silvermex Board; and (ii) with respect to the completion policies of the Arrangement, the approval of the Arrangement Resolution by the Silvermex Securityholders and such other corporate proceedings of Silvermex as may be required by the Interim OrderTSX or NYSE). (b) This Agreement has been duly executed and delivered by Silvermex First Majestic and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. All documents required to be executed by Silvermex First Majestic in connection with the transactions contemplated herein will be duly executed and delivered by Silvermex First Majestic and, when so executed and delivered, will constitute a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. (c) The approval of this Agreement and the other documents required to be executed by Silvermex First Majestic in connection with the transactions contemplated herein, the execution and delivery by Silvermex First Majestic of this Agreement and such other documents, and the performance by Silvermex it of its obligations hereunder and the completion of the Arrangement and the transactions contemplated thereby, will not: (i) conflict with, result in a violation or breach of, constitute a default default, or require any consent (other than such as has already been obtained), ) to be obtained under, or give rise to any termination rights or payment obligation under, under any provision of: (A) its notice of articles or articles or any other agreement or understanding with any party holding an ownership interest in SilvermexFirst Majestic; (B) any resolutions of the Silvermex Board its board of directors (or any committee thereof) or shareholders; (C) any applicable Laws, subject to obtaining authorization for listing of the Consideration Shares, the First Majestic Shares issuable upon exercise of the Replacement Options and the First Majestic Shares issuable upon exercise of the Primero Warrants on the TSX and the NYSE and obtaining the Antitrust Clearance and the any required approval of the TSX to the transactions contemplated hereinClearance; or (D) subject to obtaining any consent, approval, permit or acknowledgement which may be required thereunder in connection with the completion of the transactions herein contemplated, details of which are set forth in Schedule 3.1.3 of the Silvermex Disclosure Letter, any license or registration or any agreement, contract or commitment, written or oral, which Silvermex or any Silvermex Subsidiary is a party to or bound by or subject toFirst Majestic Material Agreement; (ii) give rise to any right of termination except as would not, individually or acceleration of indebtedness of Silvermex or any Silvermex Subsidiaryin the aggregate, or cause any third party indebtedness of Silvermex or any Silvermex Subsidiary to come due before its stated maturity; (iii) have a Material Adverse Effect on First Majestic, result in the imposition of any Encumbrance upon any of Silvermex’s its assets or the assets of any of the Silvermex SubsidiariesFirst Majestic Material Subsidiaries (except pursuant to the Replacement Stream Agreement), or restrict, hinder, impair or limit its or any of the Silvermex Subsidiaries’ ability to carry on their respective its business as and where it is now being carried on or as and where it may be carried on in the future; or (iv) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any Person, or any increase in any Employee Benefits otherwise payable, or the acceleration of the time of payment, vesting or exercise of any Employee Benefits. (d) No consent, approval, order, registration, notice, declaration or filing with, any Governmental Entity or other Person is required to be obtained by Silvermex or any Silvermex Subsidiary First Majestic in connection with the execution and delivery of this Agreement or any of the other documents contemplated hereby, or the consummation by Silvermex First Majestic of the transactions contemplated hereby or thereby, thereby other than: (i) obtaining authorization for listing of the Consideration Shares, the First Majestic Shares issuable and upon exercise of the Replacement Options and the First Majestic Shares issuable upon exercise of the Primero Warrants on the TSX and the NYSE; (ii) any approvals required by the Interim Order; (iiiii) the Final Order; (iiiiv) the Antitrust Clearance; (iv) any required approval of the TSX to the transactions contemplated herein; (v) the third party consents, approvals and notices listed in Schedule 3.1.3 of the Silvermex Disclosure Letter; and (viv) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which are purely of an administrative nature and which could be completed or obtained without Material Adverse Effect on Silvermex or the Business First Majestic immediately after the Effective Date or which, if not obtained, would not in the aggregate have a Material Adverse Effect on SilvermexFirst Majestic.

Authority and No Violation. (a) Silvermex Each of Ravencrest and Subco has all requisite corporate power and authority to enter into this Agreement and the documents required to be executed by it in connection with the transactions contemplated herein, herein and to perform its obligations hereunder and, subject to obtaining the approval of the holders of Silvermex Shares and the Court as contemplated by Article 2, to consummate the Arrangement and the other transactions contemplated by this Agreementhereunder. The execution and delivery of this Agreement and such other documents by Silvermex Ravencrest and Subco and the consummation by Silvermex Ravencrest and Subco of the transactions contemplated by this Agreement (including the Arrangement) and such other documents have been duly authorized by the Silvermex Board board of directors of Ravencrest and Subco, as applicable, and no other corporate proceedings on their its part are necessary to authorize this Agreement or the transactions contemplated hereby, hereby other than: (i) with respect to the Silvermex Ravencrest Circular and other matters relating solely thereto, including the implementation of the Arrangement, the approval of the Silvermex Boardboard of directors of Ravencrest; and (ii) with respect to the completion of the Arrangement, the approval of the Arrangement Resolution by Ravencrest Shareholders at the Silvermex Securityholders Ravencrest Meeting and such other corporate proceedings Ravencrest, in its capacity as the sole shareholder of Silvermex as may be required by the Interim OrderSubco. (b) This Agreement has been duly executed and delivered by Silvermex Ravencrest and Subco and constitutes a legal, valid and binding obligation, enforceable against it Ravencrest and Subco, respectively, in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. All documents required to be executed by Silvermex Ravencrest and Subco in connection with the transactions contemplated herein will be duly executed and delivered by Silvermex Ravencrest and Subco, as applicable, and, when so executed and delivered, will constitute a legal, valid and binding obligation, enforceable against it Ravencrest and Subco, as applicable, in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. (c) The approval of this Agreement and the other documents required to be executed by Silvermex Ravencrest and Subco in connection with the transactions contemplated herein, the execution and delivery by Silvermex Ravencrest and Subco of this Agreement and such other documents, and the performance by Silvermex Ravencrest and Subco of its their respective obligations hereunder and the completion of the Arrangement and the transactions contemplated thereby, will not: (i) conflict with, result in a violation or breach of, constitute a default or require any consent (other than such as has already been obtained), to be obtained under, under or give rise to any termination rights or payment obligation under, under any provision of: (A) its Ravencrest and Subco’s notice of articles or articles or any other agreement or understanding with any party holding an ownership interest in SilvermexRavencrest and Subco, as applicable; (B) any resolutions of the Silvermex Board Ravencrest and Subco board of directors (or any committee thereof) or shareholders; (C) any Laws applicable Laws, subject to obtaining the Antitrust Clearance Ravencrest and the any required approval of the TSX to the transactions contemplated hereinSubco; or (D) subject to obtaining any consent, approval, permit or acknowledgement which may be required thereunder in connection with the completion of the transactions herein contemplated, details of which are set forth in Schedule 3.1.3 of the Silvermex Disclosure Letter, any license or registration or any agreement, contract or commitment, written or oral, which Silvermex Ravencrest or any Silvermex Subsidiary Subco is a party to or bound by or subject toto any material contract, agreement, licence, franchise or permit to which it is party or by which it is bound; (ii) give rise to any right of termination or acceleration of indebtedness of Silvermex Ravencrest or any Silvermex SubsidiarySubco, or cause any third party indebtedness of Silvermex or any Silvermex Subsidiary to come due before its stated maturity;maturity or cause any available credit to cease to be available; or (iii) result in the imposition of any Encumbrance upon any of Silvermex’s its assets or the assets of any of the Silvermex SubsidiariesRavencrest or Subco, or restrict, hinder, impair or limit its Ravencrest or any of the Silvermex Subsidiaries’ Subco’s ability to carry on their respective business as and where it is now being carried on or as and where it may be carried on in the future; or (iv) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any Interested Person, or any increase in any Employee Benefits employment benefits otherwise payable, or the acceleration of the time of payment, vesting or exercise of any Employee Benefitsemployee benefits. (d) No other consent, approval, orderorder or authorization of, or registration, notice, declaration or filing with, any Governmental Entity or other Person is required to be obtained by Silvermex Ravencrest or any Silvermex Subsidiary Subco in connection with the execution and delivery of this Agreement or any of the other documents contemplated hereby, or the consummation by Silvermex Ravencrest of the transactions contemplated hereby or thereby, other than: (i) any approvals required by the Interim Order; (ii) the Final Order; (iii) the Antitrust Clearance; (iv) any required approval of the TSX to the transactions contemplated herein; (v) the third party consents, approvals and notices listed in Schedule 3.1.3 of the Silvermex Disclosure Letter; and (vi) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which are purely of an administrative nature and which could be completed or obtained without Material Adverse Effect on Silvermex or the Business immediately after the Effective Date or which, if not obtained, would not in the aggregate have a Material Adverse Effect on Silvermex.

Authority and No Violation. (a) Silvermex Each of Coeur and Subco has all requisite corporate power and authority to enter into this Agreement and the documents required to be executed by it in connection with the transactions contemplated hereinAgreement, to perform its obligations hereunder andhereunder, subject to obtaining the approval of the holders of Silvermex Shares and the Court as contemplated by Article 2, to consummate the Arrangement and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Coeur and such other documents by Silvermex Subco and the consummation by Silvermex each of Coeur and Subco of the transactions contemplated by this Agreement (including the Arrangement) and such other documents have been duly authorized by the Silvermex Board its respective board of directors and no other corporate proceedings on their its part are necessary to authorize this Agreement or the transactions contemplated hereby, hereby other than: (i) with respect to than the Silvermex Circular and approval by its respective board of directors of other matters (if any) relating solely thereto, including to the implementation of the ArrangementArrangement (and for greater certainty, the issuance of the Coeur Shares and the Coeur Warrants pursuant to the Arrangement and the Coeur Shares underlying the Coeur Warrants does not require the approval of any securityholders of Coeur pursuant to applicable Laws or stock exchange policies, including the Silvermex Board; and (ii) with respect to the completion policies of the Arrangement, TSX or the approval of the Arrangement Resolution by the Silvermex Securityholders and such other corporate proceedings of Silvermex as may be required by the Interim OrderNYSE). (b) This Agreement has been duly executed and delivered by Silvermex each of Coeur and Subco and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. All documents required to be executed by Silvermex Coeur or Subco in connection with the transactions contemplated herein will be duly executed and delivered by Silvermex Coeur or Subco, as applicable, and, when so executed and delivered, will constitute a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles of equity. (c) The approval of this Agreement and the other documents required to be executed by Silvermex each of Coeur and Subco in connection with the transactions contemplated herein, the execution and delivery by Silvermex each of Coeur and Subco of this Agreement and such other documents, and the performance by Silvermex it of its obligations hereunder and the completion of the Arrangement and the transactions contemplated thereby, will not: (i) conflict with, result in a violation or breach of, constitute a default default, or require any consent (other than such as has already been obtained), ) to be obtained under, or give rise to any termination rights or payment obligation under, under any provision of: (A) with respect to Coeur, its articles of incorporation or bylaws, or with respect to Subco, its notice of articles or articles or any other agreement or understanding with any party holding an ownership interest in Silvermexarticles; (B) any resolutions of the Silvermex Board its board of directors (or any committee thereof) or shareholders; (C) any applicable Laws, Laws subject to obtaining authorization for the listing of the Coeur Shares and the Coeur Warrants issuable in connection with the Arrangement and the Coeur Shares underlying the Coeur Warrants on the TSX and the NYSE and obtaining the Antitrust Clearance and the any required approval of the TSX to the transactions contemplated hereinClearance; or (D) subject to obtaining any consentmaterial contract, approval, permit or acknowledgement which may be required thereunder in connection with the completion of the transactions herein contemplated, details of which are set forth in Schedule 3.1.3 of the Silvermex Disclosure Letter, any license or registration or any agreement, contract license, franchise or commitment, written permit to which it is party or oral, by which Silvermex or any Silvermex Subsidiary it is a party to or bound by or subject tobound; (ii) give rise to any right of termination or acceleration of indebtedness of Silvermex or any Silvermex SubsidiaryCoeur, or cause any third party indebtedness of Silvermex or any Silvermex Subsidiary to come due before its stated maturity;maturity or cause any available credit to cease to be available; or (iii) except as would not, individually or in the aggregate, have a Material Adverse Effect on Coeur, result in the imposition of any Encumbrance upon any of Silvermex’s its assets or the assets of any of the Silvermex Coeur Material Subsidiaries, or restrict, hinder, impair or limit its or any of the Silvermex Subsidiaries’ ability to carry on their respective its business as and where it is now being carried on or as and where it may be carried on in the future; or (iv) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any Person, or any increase in any Employee Benefits otherwise payable, or the acceleration of the time of payment, vesting or exercise of any Employee Benefits. (d) No consent, approval, orderorder or authorization of, or registration, notice, declaration or filing with, any Governmental Entity or other Person is required to be obtained by Silvermex Coeur or any Silvermex Subsidiary Subco in connection with the execution and delivery of this Agreement or any of the other documents contemplated hereby, or the consummation by Silvermex Coeur and Subco of the transactions contemplated hereby or thereby, other than: (i) obtaining authorization for listing of the Coeur Shares and the Coeur Warrants issuable in connection with the Arrangement and the Coeur Shares underlying the Coeur Warrants on the TSX and the NYSE; (ii) any approvals required by the Interim Order; (iiiii) the Final Order; (iiiiv) the Antitrust Clearance; (iv) any required approval of the TSX to the transactions contemplated herein; (v) the third party consents, approvals and notices listed in Schedule 3.1.3 of the Silvermex Disclosure Letter; and (viv) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which are purely of an administrative nature and which could be completed or obtained without Material Adverse Effect on Silvermex or the Business Coeur immediately after the Effective Date or which, if not obtained, would not in the aggregate have a Material Adverse Effect on SilvermexCoeur.

Authority and No Violation. (a) Silvermex Abatis has all requisite corporate power and authority to enter into this Agreement and the documents required to be executed by it Abatis in connection with the transactions contemplated herein, to perform its obligations hereunder and, subject to obtaining the approval of the holders of Silvermex Shares Abatis Shareholders and the Court Abatis Optionholders as contemplated by Article 2Section 2.0, to consummate the Arrangement and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement and such other documents by Silvermex Abatis and the consummation by Silvermex Abatis of the transactions contemplated by this Agreement (including the Arrangementtransfer of the Abatis Shares to Exchangeco) and such other documents have been duly authorized by the Silvermex Board board of directors of Abatis and no other corporate proceedings on their its part are necessary to authorize this Agreement and the Escrow Agreement or the transactions contemplated herebyhereby or thereby, other than: (i) with respect to the Silvermex Circular and other matters relating solely thereto, including the implementation of the Arrangement, the approval of the Silvermex Boardboard of directors of Abatis; and (ii) with respect to the completion of the Arrangement, the approval of the Arrangement Resolution by Abatis Shareholders and the Silvermex Securityholders Abatis Optionholders and such other corporate proceedings of Silvermex Abatis as may be required by the Interim Order. (b) This Agreement has been duly executed and delivered by Silvermex Abatis and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ ' rights generally, and to general principles of equity. All documents required to be executed by Silvermex Abatis in connection with the transactions contemplated herein will be duly executed and delivered by Silvermex Abatis and, when so executed and delivered, will constitute a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ ' rights generally, and to general principles of equity. (c) The approval of this Agreement and the other documents required to be executed by Silvermex Abatis in connection with the transactions contemplated herein, the execution and delivery by Silvermex Abatis of this Agreement and such other documents, and the performance by Silvermex Abatis of its obligations hereunder and the completion of the Arrangement and the transactions contemplated thereby, will not: (i) conflict with, result in a violation or breach of, constitute a default or require any consent (other than such as has already been obtained), to be obtained under, or give rise to any termination rights or payment obligation under, any provision of: (A) its notice of articles articles, by-laws or articles other charter documents, including any unanimous shareholder agreement or any other agreement or understanding with any party holding an ownership interest in Silvermexit; (B) the Shareholders' Agreement; (C) any resolutions of the Silvermex Board its board of directors (or any committee thereof) or shareholders; (CD) any applicable Laws, subject to obtaining the Antitrust Clearance and the any required approval of the TSX Appropriate Regulatory Approvals relating to Abatis or the transactions contemplated herein, any Laws; or (DE) subject to obtaining any consent, approval, permit or acknowledgement which may be required thereunder in connection with the completion of the transactions herein contemplated, details of which are set forth in Schedule 3.1.3 of the Silvermex Abatis Disclosure LetterSchedule, any license licence or registration or any agreement, contract or commitment, written or oral, which Silvermex or any Silvermex Subsidiary Abatis is a party to or bound by or subject to; (ii) give rise to any right of termination or acceleration of indebtedness of Silvermex or any Silvermex Subsidiaryindebtedness, or cause any third party indebtedness of Silvermex or any Silvermex Subsidiary to come due before its stated maturitymaturity or cause any available credit to cease to be available; (iii) result in the imposition of any Encumbrance upon any of Silvermex’s assets or the assets of any of the Silvermex Subsidiariesits assets, or restrict, hinder, impair or limit its or any of the Silvermex Subsidiaries’ ability to carry on their respective its business as and where it is now being carried on or as and where it may be carried on in the future; or (iv) other than as set forth in the Abatis Disclosure Schedule, result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any Interested Person, or any increase in any Employee Benefits otherwise payable, or the acceleration of the time of payment, vesting or exercise of any Employee Benefits, including the vesting or time to exercise any of the Abatis Options. (d) No consent, approval, orderorder or authorization of, or registration, notice, declaration or filing with, any Governmental Entity or other Person is required to be obtained by Silvermex or any Silvermex Subsidiary Abatis in connection with the execution and delivery of this Agreement or any of the other documents contemplated hereby, or the consummation by Silvermex Abatis of the transactions contemplated hereby or thereby, other than: (i) any approvals required by the Interim Order; (ii) the Final Order; (iii) filings with the Antitrust ClearanceDirector under the CBCA; (iv) any required approval of the TSX Appropriate Regulatory Approvals relating to the transactions contemplated hereinAbatis; (v) the third party consents, approvals and notices listed in Schedule 3.1.3 of the Silvermex Disclosure Letter; and (vi) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which are purely of an administrative nature and which could be completed or obtained without Material Adverse Effect on Silvermex or the Business immediately after the Effective Date or which, if not obtained, would not in the aggregate have a Material Adverse Effect on SilvermexAbatis; (vi) the waivers or approvals of ALCATEL Networks Corporation and of 3494365 Canada Inc. under the Shareholders' Agreement, which waivers or approvals have been obtained prior to the date of this Agreement and copies of which are attached to the Abatis Disclosure Schedule; and (vii) any other consents or approvals referred to in Section 3.1.24 and set out in the Abatis Disclosure Schedule.

Authority and No Violation. (a) Silvermex OncoGenex has all requisite corporate power and authority to enter into this Agreement and the documents required to be executed by it OncoGenex in connection with the transactions contemplated herein, to perform its obligations hereunder and, subject to obtaining the approval of the holders of Silvermex Shares and the Court OncoGenex Securityholders as contemplated by Article 2this Agreement, to consummate the Arrangement and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement and such other documents by Silvermex OncoGenex and the consummation by Silvermex OncoGenex of the transactions contemplated by this Agreement (including the Arrangement) and such other documents have been duly authorized by the Silvermex Board of Directors of OncoGenex and no other corporate proceedings on their its part are necessary to authorize this Agreement Agreement, the Voting Agreements, or the transactions contemplated herebyhereby or thereby, other than: (i) with respect to the Silvermex Circular and other matters relating solely thereto, including the implementation of the Arrangement, the approval of the Silvermex BoardBoard of Directors of OncoGenex; and (ii) with respect to the completion of the Arrangement, the approval of the Arrangement Resolution by the Silvermex OncoGenex Securityholders and such other corporate proceedings of Silvermex OncoGenex as may be required by the Interim Order. (b) This Agreement has been duly executed and delivered by Silvermex OncoGenex and, assuming the due authorization, execution and delivery hereof by Sonus, constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ ' rights generally, and to general principles of equity. All documents required to be executed by Silvermex OncoGenex in connection with the transactions contemplated herein will be duly executed and delivered by Silvermex OncoGenex on or before the Effective Date and, when so executed and delivered, will constitute a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ ' rights generally, and to general principles of equity. (c) The approval of this Agreement and the other documents required to be executed by Silvermex OncoGenex in connection with the transactions contemplated herein, the execution and delivery by Silvermex OncoGenex of this Agreement and such other documents, and the performance by Silvermex OncoGenex of its obligations hereunder and the completion of the Arrangement and the transactions contemplated thereby, will not, except as disclosed in Section 3.1.3(c) of the OncoGenex Disclosure Schedule: (i) conflict with, result in a violation or breach ofof or loss of any benefit under, constitute a default or require any consent (other than such as has already been obtained), obtained or will be obtained prior to the Effective Time) to be obtained under, or give rise to any termination rights or payment obligation under, constitute a change of control or default (or an event which with notice or lapse of time or both would become a default) under, or give to others any right of termination, vesting, amendment, acceleration or cancellation of, or result in the creation of an Encumbrance on any property or asset of OncoGenex or any of its Subsidiaries pursuant to, any provision of: (A) the articles, by-laws or other charter documents of OncoGenex or any of its notice of articles or articles Subsidiaries, including any unanimous shareholder agreement or any other agreement or understanding with any party holding an ownership interest in Silvermexit; (B) any shareholder, voting or other agreements to which OncoGenex is a party; (C) any resolutions of the Silvermex its Board of Directors (or any committee thereof) or shareholders; (CD) any applicable Laws, subject to obtaining the Antitrust Clearance and the any required approval of the TSX Appropriate Regulatory Approvals relating to OncoGenex or the transactions contemplated herein, any applicable Laws; or (DE) subject to obtaining any consent, approval, permit or acknowledgement which may be required thereunder in connection with the completion of the transactions herein contemplated, details of which are set forth in Schedule Section 3.1.3 of the Silvermex OncoGenex Disclosure LetterSchedule, any license or registration or any agreement, contract contract, franchise, permit or commitment, written or oral, which Silvermex OncoGenex or any Silvermex Subsidiary of its Subsidiaries is a party to or to, bound by or subject to; (ii) give rise to any right of termination or acceleration of indebtedness of Silvermex or any Silvermex Subsidiaryindebtedness, or cause any third party indebtedness of Silvermex or any Silvermex Subsidiary to come due before its stated maturitymaturity or cause any available credit to cease to be available; (iii) result in the imposition of any Encumbrance upon any of Silvermex’s assets OncoGenex's or the assets of any of the Silvermex its Subsidiaries' assets, or restrict, hinder, impair or limit its or any of the Silvermex Subsidiaries’ their ability to carry on their respective business the OncoGenex Business as and where it is now being carried on or as and where it may be carried on in the future; or (iv) result in any payment Person becoming entitled to (including A) any retirement, severance, unemployment compensation, "golden parachute", bonus or otherwise) becoming due to any Personother such payment, or any increase in any Employee Benefits otherwise payable, or the acceleration of the time of payment, vesting or time to exercise or payment of any outstanding stock options or other Employee Benefits (including the OncoGenex Options), (B) the forgiveness or postponement of payment of any indebtedness owing to OncoGenex, or (C) receive any additional payments or compensation under or in respect of any Employee BenefitsBenefits (including a "cash-out" of the OncoGenex Options as provided for in the OncoGenex Stock Option Plan). (d) No consent, approval, orderorder or authorization of, or registration, notice, declaration or filing with, any Governmental Entity or other Person is required to be obtained by Silvermex OncoGenex or any Silvermex Subsidiary of its Subsidiaries in connection with the execution and delivery of this Agreement or any of the other documents contemplated hereby, or the consummation by Silvermex OncoGenex of the transactions contemplated hereby or thereby, other than: (i) any approvals required by the Interim Order; (ii) the Final Order; (iii) notices to and filings with the Antitrust ClearanceDirector under the CBCA; (iv) any required approval of the TSX Appropriate Regulatory Approvals relating to the transactions contemplated hereinOncoGenex; (v) the third party consents, approvals and notices listed in Schedule 3.1.3 of the Silvermex Disclosure Letter; and (vi) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which are purely of an administrative nature and which could be completed or obtained without Material Adverse Effect on Silvermex or the Business immediately after the Effective Date or which, if not obtained, would not in the aggregate have a Material Adverse Effect on SilvermexOncoGenex; and (vi) any other consents or approvals set out in Section 3.1.3 of the OncoGenex Disclosure Schedule.

Authority and No Violation. (a) Silvermex Primero has all requisite corporate power and authority to enter into this Agreement and the documents required to be executed by it in connection with the transactions contemplated herein, to perform its obligations hereunder and, subject to obtaining the approval of Primero Shareholder Approval, the holders of Silvermex Shares Interim Order and the Court Final Order as contemplated by Article 2, to consummate the Arrangement and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement and such other documents by Silvermex Primero and the consummation by Silvermex Primero of the transactions contemplated by this Agreement (including the Arrangement) and such other documents have been duly authorized by the Silvermex Primero Board and no other corporate proceedings on their the part of Primero or any Primero Subsidiary are necessary to authorize this Agreement or the transactions contemplated hereby, other than: (i) with respect to the Silvermex Circular and other matters relating solely thereto, including the implementation of the Arrangement, the approval of the Silvermex Board; and (ii) than with respect to the completion of the Arrangement, the approval of the Arrangement Resolution by the Silvermex Securityholders Primero Shareholders and such other corporate proceedings of Silvermex Primero as may be required by the Interim Order. (b) This Agreement has been duly executed and delivered by Silvermex Primero and constitutes a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles the discretion that a court may exercise in the granting of equityequitable remedies such as specific performance and injunction. All documents required to be executed by Silvermex Primero in connection with the transactions contemplated herein will be duly executed and delivered by Silvermex Primero and, when so executed and delivered, will constitute a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other similar Laws affecting creditors’ rights generally, and to general principles the discretion that a court may exercise in the granting of equityequitable remedies such as specific performance and injunction. (c) The approval of this Agreement and the other documents required to be executed by Silvermex Primero in connection with the transactions contemplated herein, the execution and delivery by Silvermex Primero of this Agreement and such other documents, and the performance by Silvermex Primero of its obligations hereunder and the completion of the Arrangement and the transactions contemplated thereby, will not: (i) conflict with, result in a violation or breach of, constitute a default or require any consent (other than such as has already been obtained), to be obtained under, or give rise to any termination rights or payment obligation under, any provision of: (A) its notice of articles or articles or any other agreement or understanding with any party holding an ownership interest in SilvermexPrimero; (B) any resolutions of the Silvermex Primero Board (or any committee thereof) or shareholders; (C) any applicable Laws, subject to obtaining the Antitrust Clearance and the any required approval of the TSX to the transactions contemplated herein; or (D) subject to obtaining any consent, approval, permit or acknowledgement which may be required thereunder in connection with the completion of the transactions herein contemplated, details of which are set forth in Schedule 3.1.3 of the Silvermex Primero Disclosure Letter, any license or registration or any agreement, contract or commitment, written or oral, which Silvermex or any Silvermex Subsidiary is a party to or bound by or subject toPrimero Material Agreement; (ii) give rise to any right of termination except as would not, individually or acceleration of indebtedness of Silvermex or any Silvermex Subsidiaryin the aggregate, or cause any third party indebtedness of Silvermex or any Silvermex Subsidiary to come due before its stated maturity; (iii) have a Material Adverse Effect on Primero, result in the imposition of any Encumbrance upon any of Silvermex’s its assets or the assets of any of the Silvermex Primero Subsidiaries, or restrict, hinder, impair or limit its or any of the Silvermex Subsidiaries’ ability to carry on their respective its business as and where it is now being carried on or as and where it may be carried on in the future; or (iv) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any Person, or any increase in any Employee Benefits otherwise payable, or the acceleration of the time of payment, vesting or exercise of any Employee Benefits. (d) No consent, approval, order, registration, notice, declaration or filing with, any Governmental Entity or other Person is required to be obtained by Silvermex Primero or any Silvermex Primero Subsidiary in connection with the execution and delivery of this Agreement or any of the other documents contemplated hereby, or the consummation by Silvermex Primero of the transactions contemplated hereby or thereby, other than: (i) any approvals required by the Interim Order; (ii) the Final Order; (iii) the Antitrust Clearance; (iv) any required approval of the TSX to the transactions contemplated herein; (v) the third party consents, approvals and notices listed in Schedule 3.1.3 of the Silvermex Disclosure Letter; and (viv) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which are purely of an administrative nature and which could be completed or obtained without Material Adverse Effect on Silvermex Primero or the Business immediately after the Effective Date or which, if not obtained, would not in the aggregate have a Material Adverse Effect on SilvermexPrimero.