Common use of Equity Financing Clause in Contracts

Equity Financing. For so long as DMSL’s Right continues to be in effect, in the event that Primero proposes to issue Equity Securities in connection with an Equity Financing: (a) Primero shall deliver a notice to DMSL in writing as soon as possible prior to the public announcement of the Equity Financing, but in any event at least seven (7) Business Days prior to the proposed closing date of the Equity Financing (the “Equity Financing Notice”) specifying: (i) the total number of Outstanding Equity Securities; (ii) the total number of Equity Securities which are proposed to be offered for sale; (iii) the rights, privileges, restrictions, terms and conditions of the Equity Securities proposed to be offered for sale; (iv) the consideration for which the Equity Securities are proposed to be offered for sale; and (v) the proposed closing date of the Equity Financing. (b) DMSL shall have the right, subject to any required approval of the TSX or any exchange on which the Primero Shares are listed at the time, to subscribe for and purchase that number of Equity Securities that Primero actually issues and sells in the Equity Financing described in the Equity Financing Notice such that DMSL and its Affiliates collectively may maintain DMSL’s Percentage immediately prior to the first public announcement of the proposed Equity Financing, for the consideration and on the same terms and conditions as offered to the other potential purchasers all as set forth in the Equity Financing Notice. If DMSL elect to subscribe for such Equity Securities, DMSL shall provide written notice to Primero (i) by the close of business on the third Business Day following the day upon which the Equity Financing Notice is received by DMSL, or (ii) not less than 24 hours following the day upon which the Equity Financing Notice is received by DMSL in the case of a proposed bought deal financing as described under Part 7 of National Instrument 44-101 – Short Form Prospectus Distributions, or any successor rule or policy. Closing of the purchase of any additional Equity Securities by DMSL under this subsection 4(b) will be completed concurrently with the closing of the issuance of the Equity Securities in the Equity Financing.

Equity Financing. For so long as DMSL’s Right continues to be in effect, in In the event that Primero the Company proposes to issue Equity Securities in connection with an Equity Financing: (a1) Primero the Company shall deliver a notice to DMSL Glencore in writing as soon as possible prior to the public announcement of the Equity Financing, but in any event at least seven (7) ten Business Days prior to the proposed closing date of the Equity Financing (the “"Equity Financing Notice”") specifying: (i) the total number of Outstanding Equity Securities; (ii) the total number of Equity Securities which are proposed to be offered for sale; (iii) the rights, privileges, restrictions, terms and conditions of the Equity Securities proposed to be offered for sale; (iv) the consideration for which the Equity Securities are proposed to be offered for sale, provided that in the event such consideration is not determinable as of the date of the Equity Financing Notice, such information may be omitted from the Equity Financing Notice, but, shall, in any event, be communicated to Glencore in writing no later than five Business Days prior to the proposed closing date of the Equity Financing; and (v) the proposed closing date of the Equity Financing.; and (b2) DMSL Glencore shall have the right, subject to any required approval of the TSX or any exchange on which the Primero Shares are listed at the time, right to subscribe for and purchase that number of Equity Securities that Primero actually issues and sells in the Equity Financing Company proposes to offer for sale as described in the Equity Financing Notice such that DMSL Glencore and its Affiliates collectively may maintain DMSL’s the Glencore Percentage immediately prior to the first public announcement of the proposed Equity Financing, Financing for the consideration and on the same terms and conditions as offered to the other potential purchasers all as set forth in the Equity Financing Notice. If DMSL elect Glencore elects to subscribe for such Equity Securities, DMSL Glencore shall provide written notice to Primero (i) the Company by the close of business on the third fifth Business Day following the day upon which the Equity Financing Notice is received by DMSLGlencore; provided that if the Company is proposing to undertake a Bought Deal in respect of such Equity Securities, or the Company shall give such notice to Glencore, including anticipated pricing, as early as practicable in the circumstances in light of the speed and urgency under which Bought Deals are conducted (ii) but not less than 24 hours following three Business Days prior to the day upon which launch or public announcement of such Bought Deal) and Glencore shall have two Business Days from the Equity Financing Notice is received by DMSL date the Company advises it of such proposed Bought Deal to notify the Company in the case of a proposed bought deal financing as described under Part 7 of National Instrument 44-101 – Short Form Prospectus Distributions, or any successor rule or policy. Closing writing of the purchase number of any additional Equity Securities by DMSL under this subsection 4(b) will be completed concurrently with the closing of the issuance of the Equity Securities in the Equity Financingthat Glencore elects to subscribe for and purchase.

Equity Financing. For so long (a) Westaim shall use reasonable commercial efforts, subject to the terms and conditions set forth in this Agreement, to complete the Equity Financing for Equity Financing Gross Proceeds of $15,000,000 and, if requested by the Companies, will retain a registered securities dealer (the “Agent”) acceptable to the Companies, as DMSL’s Right continues agent or underwriter, pursuant to an agency or underwriting agreement (the “Agency Agreement”) containing terms, conditions, representations, warranties and indemnities customary in a transaction of like nature and satisfactory to each of the Parties, acting reasonably. The Equity Financing shall be in effect, in completed on a private placement basis and no prospectus or similar disclosure document will be prepared by Westaim or the event that Primero proposes to issue Equity Securities Companies in connection with an the Equity Financing. The documentation, including, without limitation, the Equity Financing Subscription Agreements, used to implement the Equity Financing shall be satisfactory to Westaim and to the Companies, acting reasonably, and Westaim and Companies agree that: (ai) Primero the Equity Financing Subscription Agreements shall deliver a notice provide that each subscriber for Equity Financing Shares shall deposit funds equal to DMSL the product of the number of Equity Financing Shares subscribed for by such subscriber and the Equity Financing Offering Price with Burnet, Xxxxxxxxx & Xxxxxx LLP (or such other Person as the Companies and Westaim shall agree to, acting reasonably), in writing as soon as possible trust, on or before 5:00 p.m. (Calgary time) on the date that is two days prior to the public announcement of the Equity Financing, but in any event at least seven (7) Business Days prior to the proposed closing date of the Westaim Meeting; (ii) the Equity Financing (the “Subscription Agreements, once executed by a subscriber for Equity Financing Notice”Shares, will be irrevocable by such subscriber; (b) specifyingWestaim shall take all actions in connection with the Equity Financing as may be reasonably requested by the Companies, from time to time, and shall, without limitation to the foregoing: (i) advance and market the total number of Outstanding Equity SecuritiesFinancing in compliance with Securities Laws; (ii) cooperate with the total number of Equity Securities which are proposed to be offered for saleCompanies and all participating third parties and negotiate in good faith all necessary or appropriate agreements, including any Agency Agreement (if required); and (iii) cause the rightsattendance by its officers, privilegesas necessary, restrictions, terms and conditions of at due diligence sessions held by the Equity Securities proposed to be offered for sale; Agent (ivif any) the consideration for which the Equity Securities are proposed to be offered for sale; and (v) the proposed closing date or other advisors in respect of the Equity Financing. (b) DMSL shall have the right, subject to any required approval of the TSX or any exchange on which the Primero Shares are listed at the time, to subscribe for and purchase that number of Equity Securities that Primero actually issues and sells in the Equity Financing described in the Equity Financing Notice such that DMSL and its Affiliates collectively may maintain DMSL’s Percentage immediately prior to the first public announcement of the proposed Equity Financing, for the consideration and on the same terms and conditions as offered to the other potential purchasers all as set forth in the Equity Financing Notice. If DMSL elect to subscribe for such Equity Securities, DMSL shall provide written notice to Primero (i) by the close of business on the third Business Day following the day upon which the Equity Financing Notice is received by DMSL, or (ii) not less than 24 hours following the day upon which the Equity Financing Notice is received by DMSL in the case of a proposed bought deal financing as described under Part 7 of National Instrument 44-101 – Short Form Prospectus Distributions, or any successor rule or policy. Closing of the purchase of any additional Equity Securities by DMSL under this subsection 4(b) will be completed concurrently with the closing of the issuance of the Equity Securities in the Equity Financing.

Equity Financing. For so long as DMSL’s Right continues Subject to be in effectSection 3.4, from and after the Effective Date, at any time prior to an IPO, in the event that Primero the Corporation proposes to issue Equity Securities in connection with an Equity Financing: (a) Primero the Corporation shall deliver a notice to DMSL each Investor in writing as soon as possible prior to the public announcement completion of the an Equity Financing, but in any event at least seven (7) five Business Days prior to the proposed closing date of the Equity Financing (the “Equity Financing Notice”) specifying), such Equity Financing Notice to enclose the material terms of the Equity Financing to allow each Investor to make a reasoned decision in respect of exercising the Equity Right, including: (i) the total number of Outstanding Equity SecuritiesSecurities at such time and the Investor Percentage; (ii) the total number of Equity Securities which are proposed to be offered for salesale in the Equity Financing; (iii) the rights, privileges, restrictions, terms and conditions of the Equity Securities proposed to be offered for sale; (iv) the consideration for which the Equity Securities are proposed to be offered for sale; and (v) the proposed closing date of the Equity Financing.; and (b) DMSL each Investor shall have the right, subject to any required approval of the TSX or any exchange on which the Primero Shares are listed at the time, right to subscribe for and purchase up to that number of the Equity Securities that Primero actually issues and sells in the Corporation proposes to offer pursuant to the Equity Financing described such that their Investor Percentage immediately following completion of such Equity Financing (assuming, in the case of an Equity Financing Notice that includes the issuance of Convertible Securities, the full conversion of such that DMSL and its Affiliates collectively may maintain DMSL’s Convertible Securities) will equal their Investor Percentage immediately prior to the first public announcement of the proposed Equity Financing, for the consideration and on the same terms and conditions as offered to the other potential purchasers all as set forth in the Equity Financing Notice; provided that if the consideration and/or terms and conditions for all of the potential purchaser(s) in such Equity Financing are not identical, each Investor shall be entitled to elect to subscribe for and purchase Equity Securities for the consideration and/or terms and conditions applicable to any such potential purchaser it chooses. Notwithstanding the foregoing and for greater certainty, if the Equity Securities proposed to be offered in the Equity Financing Notice are securities convertible into or exercisable or exchangeable for Common Shares, the number of Equity Securities that each Investor shall have a right to subscribe for and purchase pursuant to the Equity Right would be equal to the total number of Equity Securities actually sold pursuant to the Equity Financing multiplied by their Investor Percentage. If DMSL elect an Investor elects to subscribe for such Equity Securities, DMSL such Investor shall provide written notice to Primero (i) the Corporation by the close of business on the third fifth (5th) Business Day following the day upon which the Equity Financing Notice is received delivered to the Investor and the subscription elected by DMSLthe Investor pursuant to this Section 3.2(b) shall close as promptly as possible following, or (ii) not less than 24 hours following the day upon which the Equity Financing Notice is received by DMSL concurrently with, in the case of a proposed bought deal financing as described under Part 7 of National Instrument 44-101 – Short Form Prospectus DistributionsCorporation’s discretion, or any successor rule or policy. Closing of the purchase of any additional Equity Securities by DMSL under this subsection 4(b) will be completed concurrently with the closing of the issuance of the Equity Securities in the applicable Equity Financing.

Equity Financing. For so long as DMSL’s Right continues to be in effect, in the event that Primero proposes to issue Equity Securities in connection with an Equity Financing: (a) Primero shall deliver a notice to DMSL During the Pre-Closing Period, Vistas may enter into and consummate Subscription Agreements with Equity Investors and Pubco in writing as soon as possible prior to the public announcement of the Equity Financing, but in any event at least seven (7) Business Days prior to the proposed closing date of the Equity Financing (the “Equity Financing Notice”) specifying: (i) the total number of Outstanding Equity Securities; (ii) the total number of Equity Securities which are proposed to be offered for sale; (iii) the rights, privileges, restrictions, form and substance and on terms and conditions of reasonable acceptable to the Equity Securities proposed to be offered for sale; Company and Vistas, acting reasonably (iv) the consideration for which the Equity Securities are proposed to be offered for sale; and (v) the proposed closing date of the equity issuance by Vistas contemplated by such Subscription Agreements, an “Equity Financing”). (b) DMSL Subject to the terms and conditions of this Agreement, during the Pre-Closing Period, Vistas shall have use, and shall cause its Affiliates to use, its reasonable best efforts to obtain the right, subject to any required approval proceeds of the TSX or any exchange on which the Primero Shares are listed at the time, to subscribe for and purchase that number of Equity Securities that Primero actually issues and sells in the Equity Financing on the terms and conditions described in the Subscription Agreements, including using reasonable best efforts to (i) satisfy (or, if deemed advisable by Vistas, obtain the waiver of) on a timely basis all conditions in the Subscription Agreements that are within its control (including payment of all fees and expenses) and comply with its obligations thereunder, (ii) maintain in effect any such Subscription Agreements in accordance with their terms and (iii) enforce all of its rights under any Subscription Agreements. Vistas shall not and shall cause its Affiliates not to take or refrain from taking, directly or indirectly, any action that would reasonably be expected to result in a default under or failure of any of the conditions contained in, or materially impair, delay or prevent consummation of the Equity Financing Notice contemplated by any such Subscription Agreements. (c) In the event that DMSL and its Affiliates collectively may maintain DMSL’s Percentage immediately prior to the first public announcement any portion of the proposed Equity Financing, for the consideration and Financing becomes unavailable on the same terms and conditions contemplated in each Subscription Agreement, regardless of the reason therefor, (i) Vistas may, as offered promptly as practicable following the occurrence of such event, use its commercially reasonable efforts to obtain alternative financing reasonably acceptable to the Company (the “Alternative Financing”) (in an amount sufficient, when taken together with any then-available Equity Financing and available cash of Vistas, to consummate the transactions contemplated by this Agreement and to pay related fees and expenses earned, due and payable as of the Closing Date) on terms not materially less favorable in the aggregate to Vistas, Pubco and the Company than those contained in the Subscription Agreements that the Alternative Financing would replace from the same or other potential purchasers all as sources and which do not include any incremental conditionality to the consummation of such Alternative Financing that are materially more onerous to Vistas and Pubco (in each case, in the aggregate) than the conditions set forth in the Equity Subscription Agreement that the Alternative Financing Notice. If DMSL elect would replace, and (ii) Vistas or Pubco will promptly notify the Company of such unavailability and the reason therefor. (d) Notwithstanding anything to subscribe for such Equity Securitiescontrary contained in this Agreement, DMSL nothing contained in this Section 6.11 or elsewhere in this Agreement shall provide written notice require, and in no event shall the “reasonable best efforts” of Vistas be deemed to Primero construe or require, Vistas or any of their respective Affiliates to (i) by bring any enforcement action against Shuaa, any Equity Investor to enforce its rights under the close Shuaa Engagement Letter or the applicable Subscription Agreement, (ii) seek or accept Equity Financing on terms adverse to or less favorable than those set forth in the Subscription Agreements, or (iii) agree to waive any term or condition of business on this Agreement or amend or waive any term of the third Business Day following Shuaa Engagement Letter or the day upon which Subscription Agreements. (e) During the Pre-Closing Period, the Company shall cause the appropriate officers, employees and other Representatives of the Anghami Companies to use reasonable best efforts to cooperate in connection with the arrangement of the Equity Financing Notice is received as may be reasonably requested by DMSLVistas, or including by (i) participating in a reasonable number of virtual meetings, presentations, due diligence sessions, drafting sessions and sessions with investors at mutually agreeable times and locations and upon reasonable advance notice, (ii) not less than 24 hours following the day upon which the Equity Financing Notice is received by DMSL in the case of a proposed bought deal financing as described under Part 7 of National Instrument 44-101 – Short Form Prospectus Distributions, or any successor rule or policy. Closing of the purchase of any additional Equity Securities by DMSL under this subsection 4(b) will be completed concurrently reasonably assisting with the closing preparation of the issuance of the Equity Securities customary materials for actual and potential participants in the Equity Financing, offering documents, private placement memoranda, prospectuses and similar documents required in connection with the Equity Financing, (iii) providing financial statements and such other financial information regarding the Anghami Companies that is reasonably available or within its possession and as is reasonably requested in connection with the Equity Financing, (iv) reasonably assisting Vistas to satisfy the conditions set forth in any document executed in connection with the Equity Financing and (v) otherwise reasonably cooperating in Vistas’ efforts to consummate the Equity Financing. The Company shall be given a reasonable opportunity to review and comment on any financing documents and any materials that are to be presented during any meetings conducted in connection with the Equity Financing, and Vistas shall give due consideration to all reasonably comments provided thereto. Unless otherwise agreed to by Anghami in writing, the material terms of any Equity Financing entered into during the Pre-Closing Period shall be consistent with the terms set forth in the Subscription Agreements.

Equity Financing. For As of the Closing Date, and for so long as DMSL’s Right continues to be in effectthe MDCI Pro Forma Percentage is at least 10%, in the event that Primero the Corporation proposes to issue Equity Securities in connection with an Equity Financing, other than pursuant to Section 3.5: (a) Primero the Corporation shall deliver a notice to DMSL MDCI in writing as soon as possible prior to the public announcement of the Equity Financing, but in any event at least seven (7) Business Days fifteen days prior to the proposed closing date of the Equity Financing (the “Equity Financing Notice”) specifying: (i) the total number of Outstanding (Partially-Diluted) Equity Securities; (ii) the total number of Equity Securities which are proposed to be offered for sale; (iii) the rights, privileges, restrictions, terms and conditions of the Equity Securities proposed to be offered for sale; (iv) the consideration for which the Equity Securities are proposed to be offered for sale, provided that in the event such consideration is not determinable as of the date of the Equity Financing Notice, such information may be omitted from the Equity Financing Notice, but shall, in any event, be communicated to MDCI in writing no later than seven days prior to the proposed closing date of the Equity Financing; and (v) the proposed closing date of the Equity Financing.; (b) DMSL MDCI shall have the right, subject to any required approval of the TSX or any exchange on which the Primero Shares are listed at the time, right to subscribe for and purchase up to that number of Equity Securities that Primero actually issues and sells in the Equity Financing Corporation proposes to offer for sale as described in the Equity Financing Notice such that DMSL and its Affiliates collectively may maintain DMSL’s the MDCI Pro Forma Percentage immediately following completion of such Equity Financing (assuming, in the case of an Equity Financing which includes the issuance of Convertible Securities, the full conversion of such Convertible Securities) will equal the MDCI Pro Forma Percentage immediately prior to the first public announcement of the proposed Equity Financing; provided, however, that MDCI shall not have the right to exercise, convert or exchange, as applicable, any Convertible Securities issued in such Equity Financing if such exercise, conversion or exchange would result in MDCI becoming a Control Person (as defined in Canadian Securities Laws or under the policies of the Exchange) prior to the Corporation obtaining any requisite Shareholder approval in accordance with Section 3.4. MDCI shall have the option to subscribe for and purchase the same form of Equity Securities for the consideration and on the same terms and conditions as offered to the other potential purchasers purchasers, all as set forth in the Equity Financing Notice. If DMSL elect MDCI elects to subscribe for such Equity Securities, DMSL MDCI shall provide written notice to Primero the Corporation at least five (i5) by Business Days prior to the close proposed closing date of business on the third Business Day following the day upon which the Equity Financing Notice (the “Participation Period”); provided that if the Corporation is received by DMSLproposing to undertake a Bought Deal in respect of such Equity Securities, or the Corporation shall give such notice to MDCI, including anticipated pricing, as early as practicable in the circumstances in light of the speed and urgency under which Bought Deals are conducted (ii) but not less than 24 hours following five days prior to the day upon which launch or public announcement of such Bought Deal) and MDCI shall have three days from the Equity Financing Notice is received by DMSL date the Corporation advises it of such proposed Bought Deal to notify the Corporation in the case of a proposed bought deal financing as described under Part 7 of National Instrument 44-101 – Short Form Prospectus Distributions, or any successor rule or policy. Closing writing of the purchase number of any additional Equity Securities that MDCI elects to subscribe for and purchase. Subject to Section 3.2(c), the subscription elected by DMSL under MDCI pursuant to this subsection 4(bSection 3.2(b) will be completed shall close concurrently with the closing of the issuance Equity Financing; and (c) MDCI agrees that if the Corporation decides to complete an Equity Financing prior to the expiry of the Participation Period or without MDCI’s participation, it shall be entitled to do so, provided that to the extent MDCI has exercised or exercises any MDCI Equity Right in accordance with this Section 3.2, the Corporation will sell the applicable number of Equity Securities to MDCI on or before the date that is fifteen (15) Business Days following the completion of the Equity Securities in Financing, and provided, further, that until the closing of such sale to MDCI (i) the Corporation will not hold any meetings of its Shareholders, and (ii) the MDCI Pro Forma Percentage for the purposes of this Agreement shall be deemed to be the MDCI Pro Forma Percentage immediately prior to the completion of the Equity Financing.

Equity Financing. For so long as DMSL’s Right continues to be in effect, in the event that Primero proposes to issue Equity Securities in connection with an Equity Financing: (a) Primero shall deliver Parent and certain of its controlled Affiliates are a notice party to DMSL in writing and has accepted a fully executed equity commitment letter, dated as soon as possible prior of the date of this Agreement, between each Equity Investor and Parent (the “Commitment Letter”), pursuant to which, on the terms and subject to the public announcement conditions set forth therein, each Equity Investor has agreed to invest in Parent the amount set forth therein. The equity financing committed pursuant to the Commitment Letter is referred to in this Agreement as the “Equity Financing.” The Commitment Letter provides that the Company is an express third-party beneficiary of the Equity FinancingCommitment Letter, but in any event at least seven (7) Business Days prior and, subject to the proposed closing terms and conditions set forth therein, entitled to enforce the Commitment Letter. (b) As of the date hereof, Xxxxxx has delivered to the Company a true, correct and complete copy of the executed Commitment Letter. (c) Except as expressly set forth in the Commitment Letter, there are no conditions precedent to the obligations of each Equity Investor to provide the Equity Financing contemplated to be funded on the Closing Date or any contingencies that would permit either Equity Investor to reduce the aggregate principal amount of the Equity Financing contemplated to be funded on the Closing Date. As of the date hereof, assuming the conditions set forth in Section 2.2(a) and Section 2.2(b) are satisfied, Parent does not have any reason to believe that it will be unable to satisfy on a timely basis all terms and conditions to be satisfied by it in the Commitment Letter on or prior to the Closing Date, nor does Parent have knowledge as of the date hereof that either Equity Investor will not perform its obligations thereunder. There are no side letters, understandings or other agreements, contracts or arrangements of any kind relating to the Commitment Letter, except as set forth in the Commitment Letter. (d) The Equity Financing, if funded in accordance with the Commitment Letter, shall provide Parent with cash proceeds on the Closing Date sufficient for the satisfaction on the Closing Date of all of Parent’s obligations under this Agreement and the Commitment Letter to be funded on the Closing Date, including the payment of the Merger Consideration payable on the Closing Date, and any fees and expenses of or payable by Parent or Merger Sub or Parent’s other Affiliates, and for any repayment or refinancing of any outstanding indebtedness of the Company and/or its Subsidiaries contemplated by, or required in connection with the transactions described in, this Agreement or the Commitment Letter (such amounts, collectively, the “Equity Financing NoticeAmounts”). From and after the Closing Date, Parent, together with the Surviving Corporation, will have sufficient cash on hand or other sources of immediately available funds to enable it to settle conversions or effect repurchases or repayments of the Convertible Notes pursuant to the terms of the Convertible Notes Indenture. (e) specifying: As of the date hereof, the Commitment Letter constitutes the legal, valid, binding and enforceable obligations of Parent and its applicable Affiliates and, to the Knowledge of Parent, any other parties thereto and are in full force and effect. To the Knowledge of Parent, as of the date hereof and assuming the accuracy of the representations and warranties in ARTICLE 3 (isubject to all qualifications or limitations on such representations and warranties), no event has occurred which (with or without notice, lapse of time or both) would constitute a breach or failure to satisfy a condition by Parent under the total number of Outstanding Equity Securities; (ii) the total number of Equity Securities which are proposed to be offered for sale; (iii) the rights, privileges, restrictions, terms and conditions of the Equity Securities proposed Commitment Letter. As of the date hereof, the Commitment Letter has not been modified, amended or altered and none of the respective commitments thereunder have been terminated, reduced, withdrawn or rescinded in any respect and, to be offered the Knowledge of Parent, assuming the conditions set forth in Section 2.2(a) and Section 2.2(b) are satisfied, there is no basis for sale; termination, reduction, withdrawal or rescission thereof. (ivf) In no event shall the consideration for which the Equity Securities are proposed to be offered for sale; and receipt or availability of any funds or financing (v) the proposed closing date of including the Equity Financing. (b) DMSL shall have the right, subject by Parent or any of its Affiliates or any other financing be a condition to any required approval of the TSX or any exchange on which the Primero Shares are listed at the time, to subscribe for and purchase that number of Equity Securities that Primero actually issues and sells in the Equity Financing described in the Equity Financing Notice such that DMSL and its Affiliates collectively may maintain DMSLParent’s Percentage immediately prior to the first public announcement of the proposed Equity Financing, for the consideration and on the same terms and conditions as offered to the other potential purchasers all as set forth in the Equity Financing Notice. If DMSL elect to subscribe for such Equity Securities, DMSL shall provide written notice to Primero (i) by the close of business on the third Business Day following the day upon which the Equity Financing Notice is received by DMSL, or (ii) not less than 24 hours following the day upon which the Equity Financing Notice is received by DMSL in the case of a proposed bought deal financing as described under Part 7 of National Instrument 44-101 – Short Form Prospectus Distributions, or any successor rule or policy. Closing of the purchase of any additional Equity Securities by DMSL obligations under this subsection 4(b) will be completed concurrently with the closing of the issuance of the Equity Securities in the Equity FinancingAgreement.

Equity Financing. For so long as DMSL’s Right continues to be in effect, in the event that Primero proposes to issue Equity Securities in connection with an Equity Financing: (a) Primero shall deliver a notice The Offeror has received and accepted an executed commitment letter, dated the date hereof and attached as Exhibit C (the “Equity Commitment Letter”), from certain Persons (collectively, the “Equity Investors”) pursuant to DMSL in writing as soon as possible prior which the Equity Investors have agreed, subject to the public announcement of terms and conditions thereof, to invest in Offeror the Equity Financing, but in any event at least seven (7) Business Days prior to the proposed closing date of the Equity Financing amounts set forth therein (the “Equity Financing NoticeCommitments”). The Equity Commitment Letter provides that the Company is a third-party beneficiary entitled to specific performance thereof. The cash equity committed pursuant to the Equity Commitment Letter is collectively referred to in this Agreement as the “Equity Financing.” As of the date hereof, Offeror has delivered to the Company a true, complete and correct copy of the executed Equity Commitment Letter and any fee letters related thereto. (b) specifying: (i) Except as expressly set forth in the Equity Commitment Letter, there are no conditions precedent to the obligations of the Equity Investors to provide the Equity Financing or any contingencies that would permit the Equity Investors to reduce the total number amount of Outstanding the Equity Securities; (ii) Financing. As of the total number of Equity Securities which are proposed date hereof, Offeror does not have any reason to believe that it will be unable to satisfy on a timely basis all terms and conditions to be offered satisfied by it in the Equity Commitment Letter on the Offer Closing Date, nor does Offeror have Knowledge that any of the Equity Investors will not perform their respective obligations thereunder. (c) Assuming the satisfaction of the Offer Conditions and the Equity Financing is funded in accordance with the Equity Commitment Letter, the Equity Financing shall provide Offeror with cash proceeds on the Offer Closing Date sufficient for sale; the satisfaction of Offeror’s obligations to pay the aggregate Offer Price, to complete the Issuance and to perform the other obligations of Offeror under this Agreement. (iiid) As of the rightsdate hereof, privilegesthe Equity Commitment Letter is valid, restrictionsbinding and in full force and effect and, to Offeror’s Knowledge, assuming the satisfaction of the Offer Conditions, no event has occurred that, with or without notice, lapse of time, or both, would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the part of Offeror under the terms and conditions of the Equity Securities proposed Commitment Letter. There are no commitment fees or other fees required to be offered for sale; (iv) paid pursuant to the consideration for which the Equity Securities are proposed to be offered for sale; and (v) the proposed closing date terms of the Equity FinancingCommitment Letter on or before the date of this Agreement. As of the date hereof, the Equity Commitment Letter has not been modified, amended or altered and none of the respective commitments under the Equity Commitment Letter has been withdrawn or rescinded in any respect. (be) DMSL In no event shall have the right, subject to receipt or availability of any required approval of the TSX funds or any exchange on which the Primero Shares are listed at the time, to subscribe for and purchase that number of Equity Securities that Primero actually issues and sells in the Equity Financing described in the Equity Financing Notice such that DMSL and its Affiliates collectively may maintain DMSL’s Percentage immediately prior to the first public announcement of the proposed Equity Financingfinancing (including, for the consideration and on avoidance of doubt, the same terms and conditions Equity Financing) by Offeror or any Affiliate or any other financing or other transactions be a condition to Offeror’s obligations hereunder (it being understood that the Company’s ability to obtain specific performance to draw down the full proceeds of the Cash Equity (as offered defined in the SPA) is subject to the other potential purchasers all limitations set forth in Section 8.5(b) of the SPA, and that the Offer Conditions include certain requirements related to the SPA as set forth in the Equity Financing Notice. If DMSL elect to subscribe for such Equity Securities, DMSL shall provide written notice to Primero paragraph (id) by the close of business on the third Business Day following the day upon which the Equity Financing Notice is received by DMSL, or (ii) not less than 24 hours following the day upon which the Equity Financing Notice is received by DMSL in the case of a proposed bought deal financing as described under Part 7 of National Instrument 44-101 – Short Form Prospectus Distributions, or any successor rule or policy. Closing of the purchase of any additional Equity Securities by DMSL under this subsection 4(b) will be completed concurrently with the closing of the issuance of the Equity Securities in the Equity FinancingExhibit A hereto).

Equity Financing. For so long as DMSL’s Right continues 3.1. Subject to be in effectSection 6.1, in the event that Primero the Company proposes to issue Equity Securities in connection with an Equity Financing: (a) Primero the Company shall deliver a notice to DMSL SSRI in writing as soon as possible prior to the public announcement of the Equity Financing, but in any event at least seven (7) [10] Business Days prior to the earlier of: (i) the date on which the Company files a preliminary prospectus, registration statement or other offering document in connection with an Equity Financing that constitutes a public offering of the Company Shares and (ii) the proposed closing date of the Equity Financing (the “Equity Financing Notice”) ), specifying: (iA) the total number of Outstanding Equity Securities; (iiB) the total number of Equity Securities which are proposed to be offered for sale; (iiiC) the rights, privileges, restrictions, terms and conditions of the Equity Securities proposed to be offered for sale; (ivD) the consideration for which the Equity Securities are proposed to be offered for sale; and (vE) the proposed closing date of the Equity Financing.; (b) DMSL SSRI shall have the right, subject to any required approval of the TSX or any exchange on which the Primero Shares are listed at the time, right to subscribe for and purchase that such number of Equity Securities that Primero actually issues and sells in the Equity Financing Company proposes to offer for sale as described in the Equity Financing Notice such that DMSL as would result in SSRI and its Affiliates collectively may maintain DMSLmaintaining, following the completion of the Equity Financing, SSRI’s Percentage held by them immediately prior to the first public announcement of the proposed Equity Financing, for the consideration and on the same terms and conditions as offered to the other potential purchasers under the Equity Financing all as set forth in the Equity Financing Notice. If DMSL elect SSRI elects to subscribe for such Equity Securities, DMSL SSRI shall provide written notice to Primero (i) the Company by the close of business on the third fifth Business Day following the day upon which the Equity Financing Notice is received by DMSLSSRI; (c) subject to Section 7.1, SSRI shall have the right to sell, pursuant to a prospectus, registration statement or (ii) not less than 24 hours other offering document prepared and delivered by the Company in connection with an Equity Financing that constitutes a public offering of Company Shares, such number of Company Shares as is equal to the total number of Company Shares being sold under such offering multiplied by the lesser of SSRI’s Percentage and 20%. If SSRI elects to exercise such right, SSRI shall provide written notice to the Company by the close of business on the fifth Business Day following the day upon which the Equity Financing Notice is received by DMSL SSRI. In the event of such exercise by SSRI, the Company and SSRI shall cooperate in good faith in connection with SSRI’s participation in such offering; and (d) in respect of any specific Equity Financing Notice and the related Equity Financing, SSRI shall have the right to either purchase pursuant to Section 3.1(b) or sell pursuant to Section 3.1(c), but may not both purchase and sell. 3.2. Subject to Section 6.1, in the case of a proposed bought deal financing as described under Part 7 of National Instrument 44-101 – Short Form Prospectus Distributions, event that SSRI advises the Company in writing that SSRI or its Affiliates wish to sell any successor rule or policy. Closing of the purchase of any additional Equity Securities by DMSL under this subsection 4(b) will be completed concurrently with the closing of the issuance of the Equity Securities owned by them, SSRI and the Company shall cooperate in good faith to effect such sale and, without limiting the Equity Financinggenerality of the foregoing, the Company shall execute and file such documents, and take such other actions, as may reasonably be requested by SSRI.

Equity Financing. For so long as DMSL’s the Goldcorp Right continues to be in effect, in the event that Primero Tahoe proposes to issue Equity Securities in connection with an Equity Financing: (a) Primero Tahoe shall deliver a notice to DMSL Goldcorp collectively in writing as soon as possible prior to the public announcement of the Equity Financing, but in any event at least seven (7) Business Days prior to the proposed closing date of the Equity Financing (the “"Equity Financing Notice”") specifying: (i) the total number of Outstanding Equity Securities; (ii) the total number of Equity Securities which are proposed to be offered for sale; (iii) the rights, privileges, restrictions, terms and conditions of the Equity Securities proposed to be offered for sale; (iv) the consideration for which the Equity Securities are proposed to be offered for sale; and (v) the proposed closing date of the Equity Financing.; (b) DMSL Goldcorp shall have the right, subject to any required approval of the TSX or any exchange on which the Primero Shares are listed at the time, right to subscribe for and purchase that number of Equity Securities that Primero actually issues and sells in the Equity Financing Tahoe proposes to offer for sale as described in the Equity Financing Notice such that DMSL Goldcorp and its Affiliates collectively may maintain DMSL’s the Goldcorp Percentage immediately prior to the first public announcement of the proposed Equity Financing, THIRD AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT TAHOE RESOURCES INC. Financing for the consideration and on the same terms and conditions as offered to the other potential purchasers all as set forth in the Equity Financing Notice. If DMSL elect Goldcorp elects to subscribe for such Equity Securities, DMSL Goldcorp shall provide written notice noticed to Primero (i) Tahoe by the close of business on the third second Business Day following the day upon which the Equity Financing Notice is received by DMSL, or (ii) not less than 24 hours following the day upon which the Equity Financing Notice is received by DMSL in the case of a proposed bought deal financing as described under Part 7 of National Instrument 44-101 – Short Form Prospectus Distributions, or any successor rule or policy. Closing of the purchase of any additional Equity Securities by DMSL under this subsection 4(b) will be completed concurrently with the closing of the issuance of the Equity Securities in the Equity FinancingGoldcorp.

Equity Financing. For so long Schedule 5.21 sets forth a complete list of Subscription Agreements that CBAH has received and accepted from the Equity Investors as DMSL’s Right continues of the date hereof pursuant to be in effectwhich the Equity Investors have committed, in subject solely to the event that Primero proposes terms and conditions thereof and expressly stated therein, to issue Equity Securities in connection with an Equity Financing: (a) Primero shall deliver a notice to DMSL in writing as soon as possible acquire CBAH Class A Common Stock immediately prior to the public announcement Closing. CBAH has delivered, or will deliver promptly after the execution and delivery of this Agreement and in any event no later than the end of the day following the date of this Agreement, to the Company true, complete and correct copies of the executed Subscription Agreements. Except as set forth in the Subscription Agreements, there are no conditions precedent to the obligations of the Equity Investors to provide the Equity Financing or any contingencies that would permit the Equity Investors to reduce the total amount of the Equity Financing. There are no other agreements, side letters or arrangements relating to the Equity Financing to which CBAH or any of its Affiliates is a party that could impose conditions to the funding of the Equity Financing, but other than those set forth in the Subscription Agreements. CBAH does not have any event reason to believe that it will be unable to satisfy on a timely basis all conditions to be satisfied by it in the Subscription Agreements at least seven (7) Business Days the time it is required to consummate the Closing hereunder. None of the executed Subscription Agreements have been modified, altered or amended, nor, to the knowledge of CBAH, is any such amendment, modification, withdrawal, termination or rescission currently contemplated or the subject of current discussions. None of the commitments under the executed Subscription Agreements have been withdrawn, terminated or rescinded prior to the proposed closing date of this Agreement. The Subscription Agreements are (or shall be when executed) (as to CBAH and, to the Equity Financing (knowledge of CBAH, the “Equity Financing Notice”other parties thereto) specifying: (i) valid, binding and in full force and effect and no event has occurred that, with or without notice, lapse of time, or both, which would reasonably be expected to constitute a default or breach or a failure to satisfy a condition precedent on the total number part of Outstanding Equity Securities; (ii) CBAH under the total number of Equity Securities which are proposed to be offered for sale; (iii) the rights, privileges, restrictions, terms and conditions of the Subscription Agreements, other than any such default, breach or failure that has been irrevocably waived by the applicable Equity Securities proposed Investor or otherwise cured in a timely manner by CBAH to the satisfaction of such Equity Investor. There are no commitment fees or other fees required to be offered for sale; (iv) paid pursuant to the consideration for which the Equity Securities are proposed to be offered for sale; and (v) the proposed closing date terms of the Equity FinancingSubscription Agreements. (b) DMSL shall have the right, subject to any required approval of the TSX or any exchange on which the Primero Shares are listed at the time, to subscribe for and purchase that number of Equity Securities that Primero actually issues and sells in the Equity Financing described in the Equity Financing Notice such that DMSL and its Affiliates collectively may maintain DMSL’s Percentage immediately prior to the first public announcement of the proposed Equity Financing, for the consideration and on the same terms and conditions as offered to the other potential purchasers all as set forth in the Equity Financing Notice. If DMSL elect to subscribe for such Equity Securities, DMSL shall provide written notice to Primero (i) by the close of business on the third Business Day following the day upon which the Equity Financing Notice is received by DMSL, or (ii) not less than 24 hours following the day upon which the Equity Financing Notice is received by DMSL in the case of a proposed bought deal financing as described under Part 7 of National Instrument 44-101 – Short Form Prospectus Distributions, or any successor rule or policy. Closing of the purchase of any additional Equity Securities by DMSL under this subsection 4(b) will be completed concurrently with the closing of the issuance of the Equity Securities in the Equity Financing.

Equity Financing. For As of the Closing Date, and for so long as DMSL’s Right continues to be in effectthe Equinox Pro Forma Percentage is at least 20%, in the event that Primero the Corporation proposes to issue Equity Securities in connection with an Equity Financing, other than pursuant to Section 3.5: (a) Primero the Corporation shall deliver a notice to DMSL Equinox Gold in writing as soon as possible prior to the public announcement of the Equity Financing, but in any event at least seven (7) Business Days fifteen days prior to the proposed closing date of the Equity Financing (the “Equity Financing Notice”) specifying: (i) the total number of Outstanding (Partially-Diluted) Equity Securities; (ii) the total number of Equity Securities which are proposed to be offered for sale; (iii) the rights, privileges, restrictions, terms and conditions of the Equity Securities proposed to be offered for sale; (iv) the consideration for which the Equity Securities are proposed to be offered for sale, provided that in the event such consideration is not determinable as of the date of the Equity Financing Notice, such information may be omitted from the Equity Financing Notice, but shall, in any event, be communicated to Equinox Gold in writing no later than seven days prior to the proposed closing date of the Equity Financing; and (v) the proposed closing date of the Equity Financing.; (b) DMSL Equinox Gold shall have the right, subject to any required approval of the TSX or any exchange on which the Primero Shares are listed at the time, right to subscribe for and purchase up to that number of Equity Securities that Primero actually issues and sells in the Equity Financing Corporation proposes to offer for sale as described in the Equity Financing Notice such that DMSL and its Affiliates collectively may maintain DMSL’s as equals the Equinox Pro Forma Percentage immediately prior to the first public announcement of the proposed Equity Financing multiplied by the number of Equity Securities actually issued in such Equity Financing, . Equinox Gold shall have the option to subscribe for and purchase the Equity Securities for the consideration and on the same terms and conditions as offered to the other potential purchasers purchasers, all as set forth in the Equity Financing Notice. If DMSL elect Equinox Gold elects to subscribe for such Equity Securities, DMSL Equinox Gold shall provide written notice to Primero the Corporation at least five (i5) by Business Days prior to the close proposed closing date of business on the third Business Day following the day upon which the Equity Financing Notice (the “Participation Period”); provided that if the Corporation is received by DMSLproposing to undertake a Bought Deal in respect of such Equity Securities, or the Corporation shall give such notice to Equinox Gold, including anticipated pricing, as early as practicable in the circumstances in light of the speed and urgency under which Bought Deals are conducted (ii) but not less than 24 hours following three days prior to the day upon which launch or public announcement of such Bought Deal) and Equinox Gold shall have two days from the Equity Financing Notice is received by DMSL date the Corporation advises it of such proposed Bought Deal to notify the Corporation in the case of a proposed bought deal financing as described under Part 7 of National Instrument 44-101 – Short Form Prospectus Distributions, or any successor rule or policy. Closing writing of the purchase number of any additional Equity Securities that Equinox Gold elects to subscribe for and purchase. Subject to Section 3.2(c), the subscription elected by DMSL under Equinox Gold pursuant to this subsection 4(bSection 3.2(b) will be completed shall close concurrently with the closing of the issuance Equity Financing; and (c) Equinox Gold agrees that if the Corporation decides to complete an Equity Financing prior to the expiry of the Participation Period or without Equinox Gold’s participation, it shall be entitled to do so, provided that to the extent Equinox Gold has exercised or exercises any Equinox Equity Right in accordance with this Section 3.2, the Corporation will sell the applicable number of Equity Securities to Equinox Gold on or before the date that is fifteen (15) Business Days following the completion of the Equity Securities in Financing, and provided, further, that until the closing of such sale to Equinox Gold (i) the Corporation will not hold any meetings of its Shareholders, and (ii) the Equinox Pro Forma Percentage for the purposes of this Agreement shall be deemed to be the Equinox Pro Forma Percentage immediately prior to the completion of the Equity Financing.

Equity Financing. For so long Signed subscriptions shall have been received to purchase Series A Preferred Stock or Parent Common Stock (as DMSL’s Right continues determined by Xxxx Capital) in a private placement offering exempt from registration under the Securities Act pursuant to be in effect, in the event that Primero proposes to issue Equity Securities in connection with an Regulation D promulgated thereunder ("Equity Financing: "), which subscriptions shall represent gross proceeds of not less than $10,000,000 (a) Primero shall deliver a notice or such lesser amount as mutually agreed to DMSL in writing as soon as possible prior to by Parent and the public announcement of the Equity FinancingCompany), but in any event at least seven (7) Business Days prior to the proposed closing date of with such gross proceeds having been fully funded into an escrow account established for the Equity Financing (the “Equity Financing Notice”) specifying: (i) the total number release of Outstanding Equity Securities; (ii) the total number of Equity Securities which are proposed to be offered for sale; (iii) the rights, privileges, restrictions, terms and conditions Parent is conditioned upon satisfaction or waiver of the Equity Securities proposed conditions to be offered for sale; (iv) the consideration for which the Equity Securities are proposed investors' obligations to be offered for sale; and (v) the proposed closing date of the Equity Financing. (b) DMSL shall have the right, subject to any required approval of the TSX or any exchange on which the Primero Shares are listed at the time, to subscribe for and purchase that number of Equity Securities that Primero actually issues and sells in close the Equity Financing described in the Equity Financing Notice such that DMSL and its Affiliates collectively may maintain DMSL’s Percentage immediately prior to the first public announcement of the proposed Equity Financing, for the consideration and on the same terms and conditions as offered to the other potential purchasers all as set forth in the Equity Financing Notice. If DMSL elect to subscribe for subscription documents, including, without limitation, the Closing of the Transaction, Parent's acceptance of such Equity Securities, DMSL shall provide written notice to Primero (i) by subscriptions after the close Closing and the approval of business on the third Business Day following the day upon which the Equity Financing Notice is received by DMSL, or (ii) Parent's board of directors following the Closing. The Equity Financing shall be based on a pre-money valuation of Parent after giving effect to the Merger with the Company of not less than 24 hours following $22,000,000 (or such lesser amount as mutually agreed to by Parent and the day upon which the Company) ("Pre-Money Value"). The Equity Financing Notice is received by DMSL in the case of a proposed bought deal financing as described under Part 7 of National Instrument 44-101 – Short Form Prospectus Distributions, or any successor rule or policy. Closing of the purchase of any additional Equity Securities by DMSL under this subsection 4(b) will be completed concurrently with the closing of may include the issuance of warrants to purchase Parent Common Stock ("Offering Warrants") to the Equity Securities investors and placement agent, provided the exercise price thereof shall not be less than the per share price of the Series A Preferred Stock (on an as-converted basis) or Parent Common Stock sold in the Equity Financing. Each investor and the placement agent shall in writing release and covenant not to xxx the officers, directors and advisors of Parent serving or providing services immediately prior to the Closing for any matter respecting the Equity Financing, the Company or the Company's business. Parent shall also assume the Placement Agreement immediately following the Closing. Parent shall register for resale, on an at the market continuous basis under Rule 415 promulgated under the Securities Act, the shares of Parent Common Stock issued to investors in the Equity Financing (or the shares of Parent Common Stock underlying the Series A Preferred Stock in the event Series A Preferred Stock is issued in the Equity Financing) together with the shares of Parent Common Stock underlying the Offering Warrants on a registration statement to be filed with the SEC within the time frame and otherwise in accordance with the agreement between the Parent and the investors ("Registration Statement").

Equity Financing. For so long as DMSL’s Right continues Signed subscriptions shall have been received by AeroGrow to be in effect, purchase shares of AeroGrow Common Stock (together with an attached five-year warrant to purchase one additional share of AeroGrow Common Stock ("Investor Warrant") for each share purchased in the event that Primero proposes to issue Equity Securities in connection with an Equity Financing: (a) Primero in a private placement offering exempt from registration under the Securities Act pursuant to Regulation D and Regulation S promulgated thereunder, which subscriptions shall deliver a notice to DMSL in writing as soon as possible prior to the public announcement represent gross proceeds of not less than $5,000,000, with such gross proceeds having been fully funded into an escrow account established for the Equity Financing, but in any event at least seven (7) Business Days the release of which to AeroGrow is conditioned only upon the Closing of the Merger. At or prior to Closing, AeroGrow's board of directors shall approved the proposed closing date Equity Financing, which Equity Financing shall not be commenced prior to February 6, 2006, and the subscriptions received shall have been accepted by AeroGrow, subject only to the Closing of the Merger. The minimum amount under the Equity Financing shall be $5,000,000 and the maximum amount shall be $12,000,000. Keating Securities, LLC shaxx xxxx been appointed by AeroGrow as the exclusive placement agent for Equity Financing pursuant to a certain Placement Agreement ("Placement Agreement") by and between Keating Securities, LLC and XxxxXxow. In connection with the Equity Financing (as defined herein), AeroGrow shall register for re-offer and re-sale, on a registration statement ("Resale Registration Statement") to be filed by AeroGrow with the “Equity Financing Notice”) specifyingSEC within 45 days following the Closing: (i) the total number shares of Outstanding AeroGrow Common Stock sold in the Equity Securities; Financing ("Investor Common Stock"), and (ii) the total number shares of Equity Securities which are proposed to be offered for sale; (iii) AeroGrow Common Stock underlying the rights, privileges, restrictions, terms and conditions of the Equity Securities proposed to be offered for sale; (iv) the consideration for which the Equity Securities are proposed to be offered for sale; and (v) the proposed closing date of the Equity Financing. (b) DMSL shall have the right, subject to any required approval of the TSX or any exchange on which the Primero Shares are listed at the time, to subscribe for and purchase that number of Equity Securities that Primero actually issues and sells warrants issued in the Equity Financing described ("Investor Warrants"). The Resale Registration Statement shall be declared effective by the SEC within 150 days after the Closing. In the event the Resale Registration Statement is not filed or declared effective in a timely manner, AeroGrow shall be required to pay penalties to investors in the Equity Financing Notice such that DMSL as mutually agreed to between the investors and its Affiliates collectively may maintain DMSL’s Percentage immediately prior to the first public announcement of the proposed Equity Financing, for the consideration and on the same terms and conditions as offered to the other potential purchasers all as set forth in the Equity Financing Notice. If DMSL elect to subscribe for such Equity Securities, DMSL shall provide written notice to Primero (i) by the close of business on the third Business Day following the day upon which the Equity Financing Notice is received by DMSL, or (ii) not less than 24 hours following the day upon which the Equity Financing Notice is received by DMSL in the case of a proposed bought deal financing as described under Part 7 of National Instrument 44-101 – Short Form Prospectus Distributions, or any successor rule or policy. Closing of the purchase of any additional Equity Securities by DMSL under this subsection 4(b) will be completed concurrently with the closing of the issuance of the Equity Securities in the Equity FinancingAeroGrow.