Common use of Capitalization and Listing Clause in Contracts

Capitalization and Listing. Primero is authorized to issue an unlimited number of Primero Shares and an unlimited number of preference shares. As at July 11, 2011 there were: (i) 88,249,829 Primero Shares outstanding; (ii) Primero Options to acquire an aggregate of 8,314,490 Primero Shares; (iii) Primero Warrants to acquire an aggregate of 20,800,000 Primero Shares; (iv) Primero Broker Warrants to acquire an aggregate of 476,980 Primero Shares; and (v) no preference shares were issued and outstanding. Except for the Primero Convertible Note, Primero Options, Primero Broker Warrants and Primero Warrants, and except pursuant to this Agreement and the transactions contemplated hereby, as of the date hereof, there are no options, warrants, conversion privileges or other rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating Primero or any of the Primero Subsidiaries to issue or sell any securities of or interest in Primero or any of the Primero Subsidiaries, from Primero or any of the Primero Subsidiaries. All issued and outstanding Primero Shares have been authorized and are validly issued and outstanding as fully paid and non-assessable shares, free of pre-emptive rights. As of the date hereof, there are no outstanding bonds, debentures or other evidences of indebtedness of Primero, except as disclosed in the Primero Disclosure Letter, or any of the Primero Subsidiaries having the right to vote with the Primero Shareholders on any matter. There are no outstanding contractual obligations of Primero or of any of the Primero Subsidiaries to repurchase, redeem or otherwise acquire any outstanding Primero Shares or with respect to the voting or disposition of any outstanding Primero Shares. None of Primero and the Primero Subsidiaries is party to any shareholder, pooling, voting trust or similar agreement relating to the issued and outstanding securities of Primero or any of the Primero Subsidiaries.

Capitalization and Listing. Primero is (a) The authorized to issue share capital of Rio Alto consists of an unlimited number of Primero Shares and an unlimited number of preference sharesRio Alto Shares. As at July 11, 2011 the date of this Agreement there wereare: (iA) 88,249,829 Primero 176,987,682 Rio Alto Shares outstanding; (ii) Primero Options to acquire an aggregate validly issued and outstanding as fully-paid and non-assessable shares of 8,314,490 Primero Shares; (iii) Primero Warrants to acquire an aggregate of 20,800,000 Primero Shares; (iv) Primero Broker Warrants to acquire an aggregate of 476,980 Primero SharesSulliden; and (vB) no preference shares were issued and outstanding. Except 7,732,250 outstanding Rio Alto Options, with each Rio Alto Option providing for the Primero Convertible Note, Primero issuance of one (1) Rio Alto Share upon the exercise thereof. Other than the Rio Alto Options, Primero Broker Warrants and Primero Warrants, and except pursuant to this Agreement and the transactions contemplated hereby, as of the date hereof, there are no options, warrants, conversion privileges privileges, calls or other rights, agreements, arrangements, commitments, or obligations of Rio Alto or any of its Subsidiaries or affiliates to issue or sell any shares of Rio Alto or of any of its Subsidiaries or affiliates or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of Rio Alto or any of its Subsidiaries or affiliates, and there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) obligating Primero of Rio Alto or any of the Primero its Subsidiaries or affiliates, and no Person is entitled to issue any pre-emptive or sell any securities of or interest in Primero other similar right granted by Rio Alto or any of its Subsidiaries. (b) All Rio Alto Shares that may be issued pursuant to the Primero Subsidiariesexercise of outstanding Rio Alto Options will, from Primero or any when issued in accordance with the terms of the Primero Subsidiaries. All issued and outstanding Primero Shares have been authorized and are Rio Alto Options, be duly authorized, validly issued and outstanding as fully issued, fully-paid and non-assessable sharesand are not and will not be subject to or issued in violation of, free of any pre-emptive rights. As of the date hereof, there are no outstanding bonds, debentures or other evidences of indebtedness of Primero, except as disclosed in the Primero Disclosure Letter, or any of the Primero Subsidiaries having the right to vote with the Primero Shareholders on any matter. . (c) There are no outstanding contractual obligations of Primero Rio Alto or of any of the Primero its Subsidiaries or affiliates to repurchase, redeem or otherwise acquire any outstanding Primero Rio Alto Shares or with respect to the voting or disposition any shares of any outstanding Primero of its Subsidiaries or affiliates. No Subsidiary of Rio Alto owns any Rio Alto Shares. None of Primero and the Primero Subsidiaries is party to any shareholder, pooling, voting trust or similar agreement relating to the issued and outstanding securities of Primero or any of the Primero Subsidiaries.

Capitalization and Listing. Primero is (a) The authorized to issue share capital of Otis consists of an unlimited number of Primero Shares and an unlimited number of preference sharesOtis Shares. As at July 11, 2011 the date of this Agreement there wereare: (iA) 88,249,829 Primero 175,403,907 Otis Shares outstandingvalidly issued and outstanding as fully-paid and non-assessable shares of Otis; (iiB) Primero outstanding Otis Options to acquire an aggregate providing for the issuance of 8,314,490 Primero Shares; (iii) Primero Warrants to acquire an aggregate of 20,800,000 Primero Shares; (iv) Primero Broker Warrants to acquire an aggregate of 476,980 Primero Shares12,375,000 Otis Shares upon the exercise thereof; and (vC) no preference shares were issued and outstanding. Except outstanding Otis Warrants providing for the Primero Convertible Note, Primero Options, Primero Broker issuance of 6,631,750 Otis Shares upon the exercise thereof. Other than the Otis Options and Otis Warrants and Primero Warrants, and except pursuant to this Agreement and the transactions contemplated hereby, as of the date hereof, there are no options, warrants, conversion privileges privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of Otis or the Otis Subsidiary to issue or sell any shares of Otis or of the Otis Subsidiary or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any shares of Otis or the Otis Subsidiary, and there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments (pre-emptiveof Otis or the Otis Subsidiary, contingent or otherwise) obligating Primero or any of the Primero Subsidiaries to issue or sell any securities of or interest in Primero or any of the Primero Subsidiaries, from Primero or any of the Primero Subsidiaries. All issued and outstanding Primero Shares have been authorized and are validly issued and outstanding as fully paid and non-assessable shares, free of pre-emptive rights. As of the date hereof, there are no outstanding bonds, debentures or other evidences of indebtedness of Primeroand, except as disclosed in the Primero Otis Disclosure Letter, no person is entitled to any pre-emptive or any other similar right granted by Otis or the Otis Subsidiary. (b) The Otis Disclosure Letter sets forth, as of the Primero Subsidiaries having date hereof, the right holders of all outstanding Otis Options and Otis Warrants and the number, exercise prices, conversion prices and expiration dates thereof to vote such holders. All Otis Shares that may be issued pursuant to the exercise or conversion of outstanding Otis Options and Otis Warrants prior to the Effective Time will, when issued in accordance with the Primero Shareholders on terms of the Otis Options or Otis Warrants, as applicable, be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to, or issued in violation of, any matter. pre-emptive rights. (c) There are no outstanding contractual obligations of Primero Otis or of any of the Primero Subsidiaries Otis Subsidiary to repurchase, redeem or otherwise acquire any outstanding Primero Otis Shares or with respect to any shares of the voting Otis Subsidiary. The Otis Subsidiary does not own any Otis Shares. (d) No order ceasing or disposition suspending trading in securities of any Otis nor prohibiting the sale of such securities has been issued and is outstanding Primero against Otis or its directors, officers or promoters. (e) All outstanding Otis Shares. None , all outstanding Otis Options, all outstanding Otis Warrants and all outstanding shares of Primero and the Primero Subsidiaries is party to any shareholder, poolingcapital stock, voting trust securities or similar agreement relating to other ownership interests, securities or interests in Otis or the Otis Subsidiary, have been issued and outstanding or granted, as applicable, in compliance in all material respects with all applicable securities of Primero or any of Laws, including the Primero Subsidiaries1933 Act.