At the end of the agreement it states

"The Arrangement Agreement is subject to customary non-solicitation provisions, subject to Prodigy’s right

to consider and accept superior proposals. In the event of a superior proposal, Argonaut Gold will have a

five business day right to match the superior proposal. If the Arrangement is not completed as a result of

a superior proposal or in other certain specified circumstances, a termination fee equal to C$10.25 million

will be paid to Argonaut Gold. The Arrangement Agreement also provides for reciprocal expense

reimbursement under certain specific circumstances. After closing of the transaction, Prodigy will have the

right to appoint one Director to the Argonaut Gold Board of Directors. "

Shepp