MSC SHAREHOLDERS AGREEMENT Entered into as of September 25, 2006 among APEX SILVER MINES SWEDEN AB, APEX LUXEMBOURG S.À R.L., GOTLEX LAGERAKTIEBOLAG nr 451 (organization number 556702-1083), and MINERA SAN CRISTÓBAL, S.A.MSC Shareholders Agreement • November 9th, 2006 • Apex Silver Mines LTD • Gold and silver ores • New York
APEX SILVER MINES SWEDEN AB, a privat aktiebolag duly organized and validly existing under the Laws of the Kingdom of Sweden (“Apex Sweden”), with its registered office at c/o Accurate Accounting AB, Drakegatan 7, SE-412 50 Göteborg, Sweden;
PURCHASE AND SALE AGREEMENT Entered into as of September 25, 2006 among APEX SILVER MINES LIMITED, APEX LUXEMBOURG S.À R.L., APEX SILVER MINES SWEDEN AB, and SUMITOMO CORPORATIONPurchase and Sale Agreement • November 9th, 2006 • Apex Silver Mines LTD • Gold and silver ores • New York
APEX SILVER MINES LIMITED, an exempted company limited by shares duly organized and validly existing under the Laws of the Cayman Islands, British West Indies (“Apex”), with its registered office at Walker House, Mary Street, George Town, Grand Cayman, Cayman Islands, British West Indies;
FORM OF CHANGE OF CONTROL AGREEMENTControl Agreement • November 9th, 2006 • Apex Silver Mines LTD • Gold and silver ores
Apex Silver Mines Limited (the “Company”) considers it essential to the best interests of its stockholders to foster the continuous employment of key management personnel. In this connection, the Board of Directors of the Company (the “Board”) recognizes that, as is the case with many publicly held corporations, the possibility of a Change of Control (as defined in Section 2 hereof) may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its stockholders.
OPTION AGREEMENT Entered into as of September 25, 2006 between APEX SILVER MINES LIMITED and SUMITOMO CORPORATIONOption Agreement • November 9th, 2006 • Apex Silver Mines LTD • Gold and silver ores • New York
APEX SILVER MINES LIMITED, an exempted company limited by shares duly incorporated and validly existing under the Laws of the Cayman Islands, British West Indies (“Apex”), with its registered office at the offices of Walkers SPV Limited, P.O. Box 908GT, Walker House, Mary Street, George Town, Grand Cayman, Cayman Islands, British West Indies; and
DEFERRED PAYMENTS AGREEMENT Entered into as of September 25, 2006 between APEX SILVER MINES SWEDEN AB and SUMITOMO CORPORATIONDeferred Payments Agreement • November 9th, 2006 • Apex Silver Mines LTD • Gold and silver ores • New York
APEX SILVER MINES SWEDEN AB, a privat aktiebolag duly organized and validly existing under the Laws of the Kingdom of Sweden (“Apex Sweden”), with its registered office at Accurate Accounting AB, Draketan 7, SE-412 50, Göteborg, Sweden; and
