Common use of Mutual Understanding Regarding Amendments Clause in Contracts

Mutual Understanding Regarding Amendments. (a) In addition to the transactions contemplated hereby or at the request of a party hereto, the Parties hereto will continue from and after the date hereof and through and including the Effective Date to use their respective commercially reasonable efforts to maximize: (i) present and future planning opportunities for Primero, the Primero Shareholders, the Primero Subsidiaries, Northgate, the Northgate Shareholders and the Northgate Subsidiaries; and (ii) present and future financing opportunities for Northgate, and the Northgate Subsidiaries; as and to the extent that the same shall not prejudice any Party hereto or the shareholders thereof. The Parties hereto will ensure that such planning activities do not impede the progress of the Arrangement in any material way. (b) Without limiting the generality of the foregoing Primero acknowledges that Northgate may enter into transactions (the “bump transactions”) designed to increase the tax basis in certain capital properties of Primero for purposes of the Tax Act, or other reorganization to enhance the tax efficiency of the combined corporate group, and agrees to: (i) reasonably co-operate with Northgate in order to facilitate the bump transactions or other reorganizations or transactions (the “reorganization”) which Northgate determines would be advisable to enhance the tax efficiency of the combined corporate group; and (ii) to provide such information on a timely basis and to assist in the obtaining of any such information in order to facilitate a successful completion of the bump transactions or any such other reorganizations or transactions as is reasonably requested by Northgate; provided, however, that the obligations of Primero pursuant to this subsection 7.2(b) shall be conditional on the understanding that (iii) any of such transactions or reorganizations shall not, in the opinion of Primero, acting reasonably, materially impede or materially delay the consummation of the Arrangement, (iv) any of such transactions or reorganizations shall not, in the opinion of Primero, acting reasonably, materially interfere with the ongoing operations of Primero or any Primero Subsidiary, (v) any of such transactions or reorganizations shall be consistent with and shall not require Primero or any Primero Subsidiary to contravene any applicable Laws, their respective organizational documents or any material contract, (vi) Primero and the Primero Subsidiaries shall not be obligated to take any action that would reasonably be expected to result in any Taxes being imposed on, or any adverse tax or other consequences to any such corporation or any Primero Shareholder incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any such transaction or reorganization, (vii) all elements of the transaction or reorganization shall be contingent on Northgate confirming that it is prepared to proceed immediately with the Arrangement, (viii) in the opinion of Primero, such transactions or reorganizations do no prejudice or adversely affect Primero Shareholders, and (ix) Primero, the Primero Subsidiaries and their respective officers, directors, employees, agents, advisors and representatives shall have received an indemnity, in form and substance satisfactory to Primero, acting reasonably, from Northgate from and against any and all liabilities, Taxes, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any such transactions or reorganizations. Northgate shall provide written notice to Primero of any such proposed transactions or reorganizations in reasonable detail at least 15 Business Days prior to the Effective Date. Any step or action taken by Primero or the Primero Subsidiaries in furtherance of the transactions or reorganizations contemplated by this subsection 7.2(b) shall not be considered to be a breach of any representation, warranty or covenant of Primero contained in this Agreement. If the Arrangement is not completed, Northgate shall forthwith reimburse Primero or, at Primero’s direction, one or more of the Primero Subsidiaries, for all reasonable fees and expenses (including any professional fees and expenses and Taxes ) incurred by Primero or the Primero Subsidiaries in considering or effecting the transactions or reorganizations contemplated by this subsection 7.2(b) and Northgate shall be responsible for any liabilities, fees, expenses and costs (including professional fees and expenses and Taxes) of Primero and the Primero Subsidiaries in reversing or unwinding any such transactions or reorganizations that were effected. (c) The Parties hereto mutually agree that if a Party hereto proposes any other amendment or amendments to this Agreement or to the Plan of Arrangement, Primero on the one hand, and Northgate on the other hand, will act reasonably in considering such amendment and if the other of them and the securityholders thereof are not materially prejudiced by reason of any such amendment they will co-operate in a reasonable fashion with the Party hereto proposing the amendment so that such amendment can be effected subject to applicable Laws and the rights of the Primero Shareholders. (d) At any time not less than 15 Business Days prior to the Primero Meeting: (i) Primero and Northgate shall each be entitled to propose to the other modifications to the Arrangement in order to facilitate the tax or other planning objectives of Primero, Northgate and the Primero Shareholders; and (ii) Primero shall be entitled to propose to Northgate modifications to the manner in which the Primero Options and Primero Warrants are to be dealt with pursuant to this Agreement or under the Arrangement in order to take into account the tax planning or other objectives of the holders of such securities; provided, in each case that: (iii) any such proposal is not likely to materially prejudice the other party or the Primero Shareholders or Primero Optionholders or Primero Warrantholders; (iv) would not impede or materially delay the completion of the transactions contemplated hereby; (v) the Party making the proposal has provided notice of such proposal to the other Party not less than fifteen Business Days prior to the Meeting Date; and (vi) implementation of the proposal would not result in a transaction that is inconsistent with the fundamental terms of this Agreement, including, without limitation, the Exchange Share Ratio. Each of Primero and Northgate agree that any such modifications and any transactions or steps taken in accordance therewith shall not be considered in determining whether any representation or warranty made by them under this Agreement has been breached if such modifications, transactions and steps are the sole cause of such breach. Primero and Northgate shall enter into an amending agreement reflecting the proposed amendments to the Arrangement and this Agreement and the Plan of Arrangement shall be modified accordingly and Primero and Northgate shall each use its respective commercially reasonable efforts to communicate any such modifications to the Primero Shareholders and to ensure that any such modifications are, to the extent required under applicable Law, presented to the Primero Shareholders at the Primero Meeting.

Mutual Understanding Regarding Amendments. (a) In addition to the transactions contemplated hereby or at the request of a party hereto, the Parties hereto will continue from and after the date hereof and through and including the Effective Date to use their respective commercially reasonable efforts to maximize: (i) present and future planning opportunities for Primero, the Primero Shareholders, the Primero Subsidiaries, Northgate, the Northgate Shareholders and the Northgate Subsidiaries; and (ii) present and future financing opportunities for Northgate, and the Northgate Subsidiaries; as and to the extent that the same shall not prejudice any Party hereto or the shareholders thereof. The Parties hereto will ensure that such planning activities do not impede the progress of the Arrangement in any material way. (b) Without limiting the generality of the foregoing Primero acknowledges that Northgate may enter into transactions (the “bump transactions”) designed to increase the tax basis in certain capital properties of Primero for purposes of the Tax Act, or other reorganization to enhance the tax efficiency of the combined corporate group, and agrees to: (i) reasonably co-operate with Northgate in order to facilitate the bump transactions or other reorganizations or transactions (the “reorganization”) which Northgate determines would be advisable to enhance the tax efficiency of the combined corporate group; and (ii) to provide such information on a timely basis and to assist in the obtaining of any such information in order to facilitate a successful completion of the bump transactions or any such other reorganizations or transactions as is reasonably requested by Northgate; provided, however, that the obligations of Primero pursuant to this subsection 7.2(b) shall be conditional on the understanding that (iii) any of such transactions or reorganizations shall not, in the opinion of Primero, acting reasonably, materially impede or materially delay the consummation of the Arrangement, (iv) any of such transactions or reorganizations shall not, in the opinion of Primero, acting reasonably, materially interfere with the ongoing operations of Primero or any Primero Subsidiary, (v) any of such transactions or reorganizations shall be consistent with and shall not require Primero or any Primero Subsidiary to contravene any applicable Laws, their respective organizational documents or any material contract, (vi) Primero and the Primero Subsidiaries shall not be obligated to take any action that would reasonably be expected to result in any Taxes being imposed on, or any adverse tax or other consequences to any such corporation or any Primero Shareholder incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any such transaction or reorganization, (vii) all elements of the transaction or reorganization shall be contingent on Northgate confirming that it is prepared to proceed immediately with the Arrangement, (viii) in the opinion of Primero, such transactions or reorganizations do no prejudice or adversely affect Primero Shareholders, and (ix) Primero, the Primero Subsidiaries and their respective officers, directors, employees, agents, advisors and representatives shall have received an indemnity, in form and substance satisfactory to Primero, acting reasonably, from Northgate from and against any and all liabilities, Taxes, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any such transactions or reorganizations. Northgate shall provide written notice to Primero of any such proposed transactions or reorganizations in reasonable detail at least 15 Business Days prior to the Effective Date. Any step or action taken by Primero or the Primero Subsidiaries in furtherance of the transactions or reorganizations contemplated by this subsection 7.2(b) shall not be considered to be a breach of any representation, warranty or covenant of Primero contained in this Agreement. If the Arrangement is not completed, Northgate shall forthwith reimburse Primero or, at Primero’s direction, one or more of the Primero Subsidiaries, for all reasonable fees and expenses (including any professional fees and expenses and Taxes ) incurred by Primero or the Primero Subsidiaries in considering or effecting the transactions or reorganizations contemplated by this subsection 7.2(b) and Northgate shall be responsible for any liabilities, fees, expenses and costs (including professional fees and expenses and Taxes) of Primero and the Primero Subsidiaries in reversing or unwinding any such transactions or reorganizations that were effected. (c) The Parties hereto mutually agree that if a Party hereto proposes any other amendment or amendments to this Arrangement Agreement or to the Plan of Arrangement, Primero on the one hand, and Northgate on the other hand, will Party shall act reasonably in considering such amendment and and, if the other of them Party and the securityholders thereof its shareholders are not materially prejudiced by reason of any such amendment they will amendment, the Parties shall co-operate in a reasonable fashion with the Party hereto proposing the amendment so that such amendment can be effected effected, subject to applicable Laws and the rights of the Primero XxXxxx Mining Shareholders and the Lexam VG Gold Shareholders. (db) At any time not less than 15 Business Days prior to the Primero Lexam VG Gold Meeting: (i) Primero and Northgate , XxXxxx Mining shall each be entitled to propose to the other Lexam VG Gold modifications to the Arrangement in order to facilitate the tax Tax or other planning objectives of PrimeroXxXxxx Mining, Northgate and the Primero Shareholders; and (ii) Primero shall be entitled to propose to Northgate modifications to the manner in which the Primero Options and Primero Warrants are to be dealt with pursuant to this Agreement or under the Arrangement in order to take into account the tax planning or other objectives of the holders of such securities; provided, in each case that: (iiii) any such proposal is not likely to materially prejudice Lexam VG Gold, the other party XxXxxx Mining Shareholders or the Primero Shareholders or Primero Optionholders or Primero WarrantholdersLexam VG Gold Shareholders; (ivii) any such proposal would not impede or materially delay the completion of the Arrangement or any other transactions contemplated herebyby this Arrangement Agreement; (viii) the Party making the proposal XxXxxx Mining has provided notice of such proposal to the other Party Lexam VG Gold not less than fifteen (15) Business Days prior to the Meeting Datedate of the Lexam VG Gold Meeting; and (viiv) implementation of the proposal would not result in a transaction that is inconsistent with the fundamental terms of Arrangement or any other transactions contemplated by this Arrangement Agreement, including, without limitation, the Exchange Share Ratio. . (c) Each of Primero XxXxxx Mining and Northgate Lexam VG Gold agree that any such modifications and any transactions amendment, modification or steps taken proposal in accordance therewith with this Section 8.03 shall not be considered in determining whether any representation or warranty made by them XxXxxx Mining or Lexam VG Gold, as the case may be, under this Arrangement Agreement has been breached if such modificationsamendment, transactions and steps are modification, or proposal is the sole cause of such breach. Primero . (d) If any amendment, modification or proposal is to be implemented in accordance with this Section 8.03, XxXxxx Mining and Northgate Lexam VG Gold shall enter into an amending agreement reflecting the proposed amendments to the Arrangement and this Arrangement Agreement and the Plan of Arrangement shall be amended or modified accordingly and Primero and Northgate Lexam VG Gold shall each use its respective commercially reasonable efforts to communicate any such amendments or modifications to the Primero Lexam VG Gold Shareholders and to ensure that any such amendments or modifications are, to the extent required under applicable LawLaws, presented to the Primero Lexam VG Gold Shareholders at the Primero Lexam VG Gold Meeting.

Mutual Understanding Regarding Amendments. (a) In addition to the transactions contemplated hereby or at the request of a party hereto, the Parties hereto will continue from and after the date hereof and through and including the Effective Date to use their respective commercially reasonable efforts to maximize: (i) present and future planning opportunities for Primero, the Primero Shareholders, the Primero Subsidiaries, Northgate, the Northgate Shareholders, the Northgate Subsidiaries, AuRico, the AuRico Shareholders and the Northgate AuRico Subsidiaries; and (ii) present and future financing opportunities for NorthgateAuRico, and the Northgate AuRico Subsidiaries; as and to the extent that the same shall not prejudice any Party hereto or the shareholders thereof. The Parties hereto will ensure that such planning activities do not impede the progress of the Arrangement in any material way. (b) Without limiting the generality of the foregoing Primero Northgate acknowledges that Northgate AuRico may enter into transactions (the “bump transactions”) designed to increase the tax basis in certain capital properties of Primero Northgate for purposes of the Tax Act, or other reorganization to enhance the tax efficiency of the combined corporate group, and agrees to: (i) reasonably co-operate with Northgate AuRico in order to facilitate the bump transactions or other reorganizations or transactions (the “reorganization”) which Northgate AuRico determines would be advisable to enhance the tax efficiency of the combined corporate group; and (ii) to provide such information on a timely basis and to assist in the obtaining of any such information in order to facilitate a successful completion of the bump transactions or any such other reorganizations or transactions as is reasonably requested by NorthgateAuRico; provided, however, that the obligations of Primero Northgate pursuant to this subsection 7.2(b) shall be conditional on the understanding that (iiiA) any of such transactions or reorganizations shall not, in the opinion of PrimeroNorthgate, acting reasonably, materially impede or materially delay the consummation of the Arrangement, (ivB) any of such transactions or reorganizations shall not, in the opinion of PrimeroNorthgate, acting reasonably, materially interfere with the ongoing operations of Primero Northgate or any Primero Northgate Subsidiary, (vC) any of such transactions or reorganizations shall be consistent with and shall not require Primero Northgate or any Primero Northgate Subsidiary to contravene any applicable Laws, their respective organizational documents or any material contract, (viD) Primero Northgate and the Primero Northgate Subsidiaries shall not be obligated to take any action that would reasonably be expected to result in any Taxes being imposed on, or any adverse tax or other consequences to any such corporation or any Primero Northgate Shareholder incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any such transaction or reorganization, (viiE) all elements of the transaction or reorganization shall be contingent on Northgate AuRico confirming that it is prepared to proceed immediately with the Arrangement, (viiiF) in the opinion of PrimeroNorthgate, such transactions or reorganizations do no prejudice or adversely affect Primero Northgate Shareholders, and (ixG) PrimeroNorthgate, the Primero Northgate Subsidiaries and their respective officers, directors, employees, agents, advisors and representatives shall have received an indemnity, in form and substance satisfactory to PrimeroNorthgate, acting reasonably, from Northgate AuRico from and against any and all liabilities, Taxes, losses, damages, claims, costs, expensesClaims, interest, awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any such transactions or reorganizations. Northgate AuRico shall provide written notice to Primero Northgate of any such proposed transactions or reorganizations in reasonable detail at least 15 Business Days prior to the Effective Date. Any step or action taken by Primero Northgate or the Primero Northgate Subsidiaries in furtherance of the transactions or reorganizations contemplated by this subsection 7.2(b) shall not be considered to be a breach of any representation, warranty or covenant of Primero Northgate contained in this Agreement. If the Arrangement is not completed, Northgate AuRico shall forthwith reimburse Primero Northgate or, at PrimeroNorthgate’s direction, one or more of the Primero Northgate Subsidiaries, for all reasonable fees and expenses (including any professional fees and expenses disbursements and Taxes Taxes) incurred by Primero Northgate or the Primero Northgate Subsidiaries in considering or effecting the transactions or reorganizations contemplated by this subsection 7.2(b) and Northgate AuRico shall be responsible for any liabilities, fees, expenses and costs (including professional fees and expenses disbursements and Taxes) of Primero Northgate and the Primero Northgate Subsidiaries in reversing or unwinding any such transactions or reorganizations that were effected. (c) The Parties hereto mutually agree that if a Party hereto proposes any other amendment or amendments to this Agreement or to the Plan of Arrangement, Primero Northgate on the one hand, and Northgate AuRico on the other hand, will act reasonably in considering such amendment and if the other of them and the securityholders security holders thereof are not materially prejudiced by reason of any such amendment they will co-operate in a reasonable fashion with the Party hereto proposing the amendment so that such amendment can be effected subject to applicable Laws and the rights of the Primero Northgate Shareholders. (d) At any time not less than 15 Business Days prior to the Primero Northgate Meeting: (i) Primero Northgate and Northgate AuRico shall each be entitled to propose to the other modifications to the Arrangement in order to facilitate the tax or other planning objectives of PrimeroNorthgate, Northgate AuRico and the Primero Northgate Shareholders; and (ii) Primero Northgate shall be entitled to propose to Northgate AuRico modifications to the manner in which the Primero Northgate Options and Primero Warrants Northgate Convertible Notes are to be dealt with pursuant to this Agreement or under the Arrangement in order to take into account the tax planning or other objectives of the holders of such securities; provided, in each case that: (iiiA) any such proposal is not likely to materially prejudice the other party or the Primero Northgate Shareholders or Primero Northgate Optionholders or Primero WarrantholdersNorthgate Noteholders; (ivB) would not impede or materially delay the completion of the transactions contemplated hereby; (vC) the Party making the proposal has provided notice of such proposal to the other Party not less than fifteen Business Days prior to the Northgate Meeting Date; and (viD) implementation of the proposal would not result in a transaction that is inconsistent with the fundamental terms of this Agreement, including, without limitation, the Exchange Share Ratio. Each of Primero Northgate and Northgate AuRico agree that any such modifications and any transactions or steps taken in accordance therewith shall not be considered in determining whether any representation or warranty made by them under this Agreement has been breached if such modifications, transactions and steps are the sole cause of such breach. Primero Northgate and Northgate AuRico shall enter into an amending agreement reflecting the proposed amendments to the Arrangement and this Agreement and the Plan of Arrangement shall be modified accordingly and Primero Northgate and Northgate AuRico shall each use its respective commercially reasonable efforts to communicate any such modifications to the Primero Northgate Shareholders and to ensure that any such modifications are, to the extent required under applicable Law, presented to the Primero Northgate Shareholders at the Primero Northgate Meeting.

Mutual Understanding Regarding Amendments. (a) In addition to the transactions contemplated hereby or at the request of a party hereto, the Parties parties hereto will continue from and after the date hereof and through and including the Effective Date to use their respective commercially reasonable best efforts to maximize: (i) maximize present and future planning opportunities for PrimeroNorthern Orion, the Primero Northern Orion Shareholders, the Primero Subsidiaries, Northgate, the Northgate Shareholders Northern Orion Subsidiaries and Yamana and the Northgate Subsidiaries; and (ii) present and future financing opportunities for Northgate, and the Northgate Subsidiaries; Yamana Material Subsidiaries as and to the extent that the same shall not prejudice any Party party hereto or the shareholders thereof. The Parties parties hereto will ensure that such planning activities do not impede the progress of the Arrangement in any material way. (b) Without limiting the generality of the foregoing Primero acknowledges that Northgate may enter into transactions (the “bump transactions”) designed to increase the tax basis in certain capital properties of Primero for purposes of the Tax Act, or other reorganization to enhance the tax efficiency of the combined corporate group, and agrees to: (i) reasonably co-operate with Northgate in order to facilitate the bump transactions or other reorganizations or transactions (the “reorganization”) which Northgate determines would be advisable to enhance the tax efficiency of the combined corporate group; and (ii) to provide such information on a timely basis and to assist in the obtaining of any such information in order to facilitate a successful completion of the bump transactions or any such other reorganizations or transactions as is reasonably requested by Northgate; provided, however, that the obligations of Primero pursuant to this subsection 7.2(b) shall be conditional on the understanding that (iii) any of such transactions or reorganizations shall not, in the opinion of Primero, acting reasonably, materially impede or materially delay the consummation of the Arrangement, (iv) any of such transactions or reorganizations shall not, in the opinion of Primero, acting reasonably, materially interfere with the ongoing operations of Primero or any Primero Subsidiary, (v) any of such transactions or reorganizations shall be consistent with and shall not require Primero or any Primero Subsidiary to contravene any applicable Laws, their respective organizational documents or any material contract, (vi) Primero and the Primero Subsidiaries shall not be obligated to take any action that would reasonably be expected to result in any Taxes being imposed on, or any adverse tax or other consequences to any such corporation or any Primero Shareholder incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any such transaction or reorganization, (vii) all elements of the transaction or reorganization shall be contingent on Northgate confirming that it is prepared to proceed immediately with the Arrangement, (viii) in the opinion of Primero, such transactions or reorganizations do no prejudice or adversely affect Primero Shareholders, and (ix) Primero, the Primero Subsidiaries and their respective officers, directors, employees, agents, advisors and representatives shall have received an indemnity, in form and substance satisfactory to Primero, acting reasonably, from Northgate from and against any and all liabilities, Taxes, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any such transactions or reorganizations. Northgate shall provide written notice to Primero of any such proposed transactions or reorganizations in reasonable detail at least 15 Business Days prior to the Effective Date. Any step or action taken by Primero or the Primero Subsidiaries in furtherance of the transactions or reorganizations contemplated by this subsection 7.2(b) shall not be considered to be a breach of any representation, warranty or covenant of Primero contained in this Agreement. If the Arrangement is not completed, Northgate shall forthwith reimburse Primero or, at Primero’s direction, one or more of the Primero Subsidiaries, for all reasonable fees and expenses (including any professional fees and expenses and Taxes ) incurred by Primero or the Primero Subsidiaries in considering or effecting the transactions or reorganizations contemplated by this subsection 7.2(b) and Northgate shall be responsible for any liabilities, fees, expenses and costs (including professional fees and expenses and Taxes) of Primero and the Primero Subsidiaries in reversing or unwinding any such transactions or reorganizations that were effected. (c) The Parties parties hereto mutually agree that if a Party party hereto proposes any other amendment or amendments to this Agreement or to the Plan of Arrangement, Primero on the one hand, Northern Orion and Northgate on the other hand, Yamana will act reasonably in considering such amendment and if the other of them and the securityholders shareholders thereof are not materially prejudiced by reason of any such amendment they will co-operate in a reasonable fashion with the Party party hereto proposing the amendment so that such amendment can be effected subject to applicable Laws and the rights of the Primero Northern Orion Shareholders. (dc) At any time not less than 15 Business Days prior to the Primero Northern Orion Meeting: (i) Primero Northern Orion and Northgate Yamana shall each be entitled to propose to the other modifications to the Arrangement in order to facilitate the tax or other planning objectives of PrimeroNorthern Orion, Northgate Yamana, the Northern Orion Shareholders and the Primero Yamana Shareholders; and (ii) Primero Northern Orion shall be entitled to propose to Northgate Yamana modifications to the manner in which the Primero Options Northern Orion Options, Northern Orion Warrants and Primero Warrants Northern Orion SARs are to be dealt with pursuant to this Agreement or under the Arrangement in order to take into account the tax planning or other objectives of the holders of such securities; , provided, in each case that: (iiiA) any such proposal is not likely to materially prejudice the other party or the Primero Shareholders or Primero Optionholders or Primero Warrantholders; Northern Orion Shareholders, (ivB) would not impede or materially delay the completion of the transactions contemplated hereby; , (vC) the Party party making the proposal has provided notice of such proposal to the other Party party not less than fifteen Business Days 15 days prior to the Northern Orion Meeting Date; and (viD) implementation of the proposal would not result in a transaction that is inconsistent with the fundamental terms of this Agreement, including, without limitation, the Northern Orion Share Exchange Share Ratio. . (d) Each of Primero Northern Orion and Northgate Yamana agree that any such modifications and any transactions or steps taken in accordance therewith herewith shall not be considered in determining whether any representation or warranty made by them under this Agreement has been breached if such modifications, transactions and steps are the sole cause of such breach. Primero . (e) Northern Orion and Northgate Yamana shall enter into an amending agreement reflecting the proposed amendments to the Arrangement and this Agreement and the Plan of Arrangement shall be modified accordingly and Primero Northern Orion and Northgate Yamana shall each use its respective commercially reasonable efforts to communicate any such modifications to the Primero Northern Orion Shareholders and to ensure that any such modifications are, to the extent required under applicable Law, presented to the Primero Northern Orion Shareholders at the Primero Meetingtheir respective meetings.

Mutual Understanding Regarding Amendments. (a) In addition to the transactions contemplated hereby or at the request of a party heretoparty, the Parties hereto parties will continue from and after the date hereof and through and including the Effective Date to use their respective commercially reasonable efforts to maximize: (i) maximize present and future planning opportunities for PrimeroOsisko, New Osisko, the Primero Osisko Shareholders, the Primero Subsidiaries, Northgate, the Northgate Shareholders Osisko Subsidiaries and the Northgate Subsidiaries; and (ii) present and future financing opportunities for Northgate, and the Northgate Subsidiaries; Purchaser Parties as and to the extent that the same shall not prejudice any Party hereto party or the shareholders thereof. The Parties parties hereto will ensure that such planning activities do not impede the progress of the Arrangement in any material way. (b) Without limiting the generality of the foregoing Primero acknowledges that Northgate may enter into transactions (the “bump transactions”) designed to increase the tax basis in certain capital properties of Primero for purposes of the Tax Act, or other reorganization to enhance the tax efficiency of the combined corporate group, and agrees to: (i) reasonably co-operate with Northgate in order to facilitate the bump transactions or other reorganizations or transactions (the “reorganization”) which Northgate determines would be advisable to enhance the tax efficiency of the combined corporate group; and (ii) to provide such information on a timely basis and to assist in the obtaining of any such information in order to facilitate a successful completion of the bump transactions or any such other reorganizations or transactions as is reasonably requested by Northgate; provided, however, that the obligations of Primero pursuant to this subsection 7.2(b) shall be conditional on the understanding that (iii) any of such transactions or reorganizations shall not, in the opinion of Primero, acting reasonably, materially impede or materially delay the consummation of the Arrangement, (iv) any of such transactions or reorganizations shall not, in the opinion of Primero, acting reasonably, materially interfere with the ongoing operations of Primero or any Primero Subsidiary, (v) any of such transactions or reorganizations shall be consistent with and shall not require Primero or any Primero Subsidiary to contravene any applicable Laws, their respective organizational documents or any material contract, (vi) Primero and the Primero Subsidiaries shall not be obligated to take any action that would reasonably be expected to result in any Taxes being imposed on, or any adverse tax or other consequences to any such corporation or any Primero Shareholder incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any such transaction or reorganization, (vii) all elements of the transaction or reorganization shall be contingent on Northgate confirming that it is prepared to proceed immediately with the Arrangement, (viii) in the opinion of Primero, such transactions or reorganizations do no prejudice or adversely affect Primero Shareholders, and (ix) Primero, the Primero Subsidiaries and their respective officers, directors, employees, agents, advisors and representatives shall have received an indemnity, in form and substance satisfactory to Primero, acting reasonably, from Northgate from and against any and all liabilities, Taxes, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any such transactions or reorganizations. Northgate shall provide written notice to Primero of any such proposed transactions or reorganizations in reasonable detail at least 15 Business Days prior to the Effective Date. Any step or action taken by Primero or the Primero Subsidiaries in furtherance of the transactions or reorganizations contemplated by this subsection 7.2(b) shall not be considered to be a breach of any representation, warranty or covenant of Primero contained in this Agreement. If the Arrangement is not completed, Northgate shall forthwith reimburse Primero or, at Primero’s direction, one or more of the Primero Subsidiaries, for all reasonable fees and expenses (including any professional fees and expenses and Taxes ) incurred by Primero or the Primero Subsidiaries in considering or effecting the transactions or reorganizations contemplated by this subsection 7.2(b) and Northgate shall be responsible for any liabilities, fees, expenses and costs (including professional fees and expenses and Taxes) of Primero and the Primero Subsidiaries in reversing or unwinding any such transactions or reorganizations that were effected. (c) The Parties hereto mutually agree that if a Party hereto proposes any other amendment or amendments to this Agreement or to the Plan of Arrangement, Primero Osisko on the one hand, and Northgate the Purchaser Parties on the other hand, will act reasonably in considering such amendment and if the other of them and the securityholders shareholders thereof are not materially prejudiced by reason of any such amendment they will co-operate in a reasonable fashion with the Party hereto party proposing the amendment so that such amendment can be effected subject to applicable Laws and the rights of the Primero Osisko Shareholders. (dc) At any time not less than 15 Business Days prior to the Primero Meeting: (i) Primero Osisko and Northgate the Purchaser Parties shall each be entitled to propose to the other modifications to the Arrangement in order to facilitate the tax or other planning objectives of PrimeroOsisko, Northgate New Osisko, the Purchaser Parties and the Primero Osisko Shareholders; and (ii) Primero shall be entitled to propose to Northgate modifications to the manner in which the Primero Options and Primero Warrants are to be dealt with pursuant to this Agreement or under the Arrangement in order to take into account the tax planning or other objectives of the holders of such securities; provided, in each case provided that: (iiiA) any such proposal is not likely to materially prejudice the other party or the Primero Shareholders or Primero Optionholders or Primero Warrantholders; Osisko Shareholders, (ivB) would not impede or materially delay the completion of the transactions contemplated hereby; , (vC) the Party party making the proposal has provided notice of such proposal to the other Party party not less than fifteen (15) Business Days prior to the date of the Meeting Date; and (viD) implementation of the proposal would not result in a transaction that is inconsistent with the fundamental terms of this Agreement, including, without limitation, the Exchange Share Ratio. Each of Primero Osisko and Northgate the Purchaser Parties agree that any such modifications and any transactions or steps taken in accordance therewith shall not be considered in determining whether any representation or warranty made by them under this Agreement has been breached if such modifications, transactions and steps are the sole cause of such breach. Primero Osisko and Northgate the Purchaser Parties shall enter into an amending agreement reflecting the proposed amendments to the Arrangement and this Agreement and the Plan of Arrangement shall be modified accordingly and Primero Osisko and Northgate the Purchaser Parties shall each use its respective commercially reasonable efforts to communicate any such modifications to the Primero Osisko Shareholders and to ensure that any such modifications are, to the extent required under applicable Law, presented to the Primero Osisko Shareholders at the Primero Meeting.

Mutual Understanding Regarding Amendments. (a) In addition to the transactions contemplated hereby or at the request of a party heretoParty, the Parties hereto will continue from and after the date hereof and through and including the Effective Date Date, to use their respective commercially reasonable efforts to maximize: (i) maximize present and future planning opportunities for Primero, the Primero Shareholders, the Primero Subsidiaries, Northgate, the Northgate Shareholders Parent and the Northgate Subsidiaries; Acquiror and (ii) present for Company and future financing opportunities for Northgate, and the Northgate Subsidiaries; its Subsidiaries as and to the extent that the same shall not prejudice any Party hereto or its securityholders. Without limiting the shareholders thereofgenerality of the foregoing, the Company shall assist and co-operate with Parent and Acquiror in determining whether the Canadian tax "bump" rules would apply upon an amalgamation of Company and Acquiror to include the amount determined under paragraph 88(1)(d) of the Tax Act when calculating the tax cost of capital property held by the amalgamated company (including shares of Company's Subsidiaries held by Company immediately prior to the amalgamation) pursuant to paragraph 88(1)(c) of the Tax Act, and the form of transaction structure necessary to achieve the application of the Canadian tax "bump" rules as described above. Such planning opportunities shall be implemented only upon the prior written agreement of the Parties. The Parties hereto will ensure that such planning activities do not impede the progress of the Arrangement in any material way. (b) Without limiting the generality of the foregoing Primero acknowledges that Northgate may enter into transactions (the “bump transactions”) designed to increase the tax basis in certain capital properties of Primero for purposes of the Tax Act, . If Company effects any transaction contemplated hereby or other reorganization to enhance the tax efficiency of the combined corporate group, and agrees to: (i) reasonably co-operate with Northgate in order to facilitate the bump transactions upon Parent's or other reorganizations or transactions (the “reorganization”) which Northgate determines would be advisable to enhance the tax efficiency of the combined corporate group; and (ii) to provide such information on a timely basis and to assist in the obtaining of any such information in order to facilitate a successful completion of the bump transactions or any such other reorganizations or transactions as is reasonably requested by Northgate; provided, however, that the obligations of Primero pursuant to this subsection 7.2(b) shall be conditional on the understanding that (iii) any of such transactions or reorganizations shall not, in the opinion of Primero, acting reasonably, materially impede or materially delay the consummation of the Arrangement, (iv) any of such transactions or reorganizations shall not, in the opinion of Primero, acting reasonably, materially interfere with the ongoing operations of Primero or any Primero Subsidiary, (v) any of such transactions or reorganizations shall be consistent with and shall not require Primero or any Primero Subsidiary to contravene any applicable Laws, their respective organizational documents or any material contract, (vi) Primero and the Primero Subsidiaries shall not be obligated to take any action that would reasonably be expected to result in any Taxes being imposed on, or any adverse tax or other consequences to any such corporation or any Primero Shareholder incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any such transaction or reorganization, (vii) all elements of the transaction or reorganization shall be contingent on Northgate confirming that it is prepared to proceed immediately with the Arrangement, (viii) in the opinion of Primero, such transactions or reorganizations do no prejudice or adversely affect Primero Shareholders, and (ix) Primero, the Primero Subsidiaries and their respective officers, directors, employees, agents, advisors and representatives shall have received an indemnity, in form and substance satisfactory to Primero, acting reasonably, from Northgate from and against any and all liabilities, Taxes, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any such transactions or reorganizations. Northgate shall provide written notice to Primero of any such proposed transactions or reorganizations in reasonable detail at least 15 Business Days prior to Acquiror's request before the Effective Date. Any step or action taken by Primero or the Primero Subsidiaries in furtherance of the transactions or reorganizations contemplated by this subsection 7.2(b) shall not Date for such purposes, Parent and Acquiror will be considered to be a breach of responsible for any representation, warranty or covenant of Primero contained in this Agreement. If structuring and unwinding costs if the Arrangement is not completed, Northgate shall forthwith reimburse Primero or, at Primero’s direction, one or more of the Primero Subsidiaries, for all reasonable fees and expenses (including any professional fees and expenses and Taxes ) incurred by Primero or the Primero Subsidiaries in considering or effecting the transactions or reorganizations contemplated by this subsection 7.2(b) and Northgate shall be responsible for any liabilities, fees, expenses and costs (including professional fees and expenses and Taxes) of Primero and the Primero Subsidiaries in reversing or unwinding any such transactions or reorganizations that were effected. (c) . The Parties hereto mutually agree that if a Party hereto proposes any other amendment or amendments to this Agreement or to the Plan of Arrangement, Primero Company on the one hand, hand and Northgate Parent and Acquiror on the other hand, hand will act reasonably in considering such amendment and if the other of them Party or Parties and the securityholders thereof their shareholders are not materially prejudiced by reason of any such amendment they amendment, the other Party or Parties will co-operate in a reasonable fashion with the Party hereto proposing the amendment so that such amendment can be effected subject to applicable Laws and the rights of the Primero Shareholders. (d) At securityholders. Company covenants and agrees to cooperate with Parent and Acquiror in invoking at Parent's and Acquiror's request a right of first refusal or right of first offer mechanism in favour of the co-owners, joint venturers or partners of one or more Company properties contained in any time not less than 15 Business Days prior co-ownership, joint venture, partnership or similar agreements to the Primero Meeting: (i) Primero and Northgate shall each be entitled to propose to the other modifications to the Arrangement which Company or any Subsidiary of Company is a party in order to facilitate give the tax other co-owners, joint venturers or other planning objectives partners the right to purchase Company's or its Subsidiary's interests in the affected properties if such rights are triggered as a result of Primero, Northgate and the Primero Shareholders; and (ii) Primero shall be entitled to propose to Northgate modifications to the manner in which the Primero Options and Primero Warrants are to be dealt with pursuant to this Agreement or under the Arrangement in order or if Parent and Acquiror choose to take into account the tax planning offer such rights to such co-owners, joint venturers or other objectives of the holders of such securities; provided, in each case that: (iii) any such proposal is not likely to materially prejudice the other party or the Primero Shareholders or Primero Optionholders or Primero Warrantholders; (iv) would not impede or materially delay the completion of the transactions contemplated hereby; (v) the Party making the proposal has provided notice of such proposal to the other Party not less than fifteen Business Days prior to the Meeting Date; and (vi) implementation of the proposal would not result in a transaction that is inconsistent with the fundamental terms of this Agreement, including, without limitation, the Exchange Share Ratio. Each of Primero and Northgate agree that any such modifications and any transactions or steps taken in accordance therewith shall not be considered in determining whether any representation or warranty made by them under this Agreement has been breached if such modifications, transactions and steps are the sole cause of such breach. Primero and Northgate shall enter into an amending agreement reflecting the proposed amendments to the Arrangement and this Agreement and the Plan of Arrangement shall be modified accordingly and Primero and Northgate shall each use its respective commercially reasonable efforts to communicate any such modifications to the Primero Shareholders and to ensure that any such modifications are, to the extent required under applicable Law, presented to the Primero Shareholders at the Primero Meetingpartners.

Mutual Understanding Regarding Amendments. (a) In addition to the transactions contemplated hereby or at the request of a party heretoParty, the Parties hereto will shall continue from and after the date hereof and through and including the Effective Date to use their respective commercially reasonable efforts to maximize: (i) maximize present and future planning opportunities for PrimeroChantrell, Alexandria, the Primero Shareholders, the Primero Subsidiaries, Northgate, the Northgate Chantrell Shareholders and the Northgate Subsidiaries; and (ii) present and future financing opportunities for Northgate, and the Northgate Subsidiaries; Alexandria Shareholders as and to the extent that the same shall not prejudice any Party party hereto or the shareholders thereof. The Parties hereto will ensure that such planning activities do not impede the progress of the Arrangement in any material way. (b) Without limiting the generality of the foregoing Primero acknowledges that Northgate may enter into transactions (the “bump transactions”) designed to increase the tax basis in certain capital properties of Primero for purposes of the Tax Act, or other reorganization to enhance the tax efficiency of the combined corporate group, and agrees to: (i) reasonably co-operate with Northgate in order to facilitate the bump transactions or other reorganizations or transactions (the “reorganization”) which Northgate determines would be advisable to enhance the tax efficiency of the combined corporate group; and (ii) to provide such information on a timely basis and to assist in the obtaining of any such information in order to facilitate a successful completion of the bump transactions or any such other reorganizations or transactions as is reasonably requested by Northgate; provided, however, that the obligations of Primero pursuant to this subsection 7.2(b) shall be conditional on the understanding that (iii) any of such transactions or reorganizations shall not, in the opinion of Primero, acting reasonably, materially impede or materially delay the consummation of the Arrangement, (iv) any of such transactions or reorganizations shall not, in the opinion of Primero, acting reasonably, materially interfere with the ongoing operations of Primero or any Primero Subsidiary, (v) any of such transactions or reorganizations shall be consistent with and shall not require Primero or any Primero Subsidiary to contravene any applicable Laws, their respective organizational documents or any material contract, (vi) Primero and the Primero Subsidiaries shall not be obligated to take any action that would reasonably be expected to result in any Taxes being imposed on, or any adverse tax or other consequences to any such corporation or any Primero Shareholder incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any such transaction or reorganization, (vii) all elements of the transaction or reorganization shall be contingent on Northgate confirming that it is prepared to proceed immediately with the Arrangement, (viii) in the opinion of Primero, such transactions or reorganizations do no prejudice or adversely affect Primero Shareholders, and (ix) Primero, the Primero Subsidiaries and their respective officers, directors, employees, agents, advisors and representatives shall have received an indemnity, in form and substance satisfactory to Primero, acting reasonably, from Northgate from and against any and all liabilities, Taxes, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any such transactions or reorganizations. Northgate shall provide written notice to Primero of any such proposed transactions or reorganizations in reasonable detail at least 15 Business Days prior to the Effective Date. Any step or action taken by Primero or the Primero Subsidiaries in furtherance of the transactions or reorganizations contemplated by this subsection 7.2(b) shall not be considered to be a breach of any representation, warranty or covenant of Primero contained in this Agreement. If the Arrangement is not completed, Northgate shall forthwith reimburse Primero or, at Primero’s direction, one or more of the Primero Subsidiaries, for all reasonable fees and expenses (including any professional fees and expenses and Taxes ) incurred by Primero or the Primero Subsidiaries in considering or effecting the transactions or reorganizations contemplated by this subsection 7.2(b) and Northgate shall be responsible for any liabilities, fees, expenses and costs (including professional fees and expenses and Taxes) of Primero and the Primero Subsidiaries in reversing or unwinding any such transactions or reorganizations that were effected. (c) The Parties hereto mutually agree that if a Party hereto proposes any other amendment or amendments to this Arrangement Agreement or to the Plan of Arrangement, Primero on the one hand, and Northgate on the each other hand, Party will act reasonably in considering such amendment and if the other of them and the securityholders shareholders thereof are not materially prejudiced by reason of any such amendment they will co-co- operate in a reasonable fashion with the Party hereto proposing the amendment so that such amendment can be effected subject to applicable Laws and the rights of the Primero Chantrell Shareholders and the Alexandria Shareholders. (dc) At any time not less than 15 Business Days prior to the Primero Alexandria Meeting: (i) Primero and Northgate Chantrell shall each be entitled to propose to the other Alexandria modifications to the Arrangement in order to facilitate the tax Tax or other planning objectives of PrimeroChantrell, Northgate and the Primero Shareholders; and (ii) Primero shall be entitled to propose to Northgate modifications to the manner in which the Primero Options and Primero Warrants are to be dealt with pursuant to this Agreement or under the Arrangement in order to take into account the tax planning or other objectives of the holders of such securities; provided, in each case case, that: (iiii) any such proposal is not likely to materially prejudice Alexandria, the other party Chantrell Shareholders or the Primero Shareholders or Primero Optionholders or Primero WarrantholdersAlexandria Shareholders; (ivii) such proposal would not impede or materially delay the completion of the transactions contemplated hereby; (viii) the Party making the proposal Chantrell has provided notice of such proposal to the other Party Alexandria Parties not less than fifteen (15) Business Days prior to the Meeting Datedate of the Alexandria Meeting; and (viiv) implementation of the proposal would not result in a transaction that is inconsistent with the fundamental terms of this Arrangement Agreement, including, without limitation, the Exchange Share Ratio. . (d) Each of Primero Chantrell and Northgate Alexandria agree that any such modifications and any transactions or steps taken in accordance therewith with this Section 8.3 shall not be considered in determining whether any representation or warranty made by them under this Arrangement Agreement has been breached if such modifications, transactions and steps are the sole cause of such breach. Primero . (e) Chantrell and Northgate Alexandria shall enter into an amending agreement reflecting the proposed amendments to the Arrangement and this Arrangement Agreement and the Plan of Arrangement shall be modified accordingly and Primero Chantrell and Northgate Alexandria shall each use its their respective commercially reasonable efforts to communicate any such modifications to the Primero Chantrell Shareholders and the Alexandria Shareholders and to ensure that any such modifications are, to the extent required under applicable Law, presented to the Primero Alexandria Shareholders at the Primero Alexandria Meeting.

Mutual Understanding Regarding Amendments. (a) In addition to the transactions contemplated hereby or at the request of a party hereto, the Parties parties hereto will continue from and after the date hereof and through and including the Effective Date to use their respective commercially reasonable best efforts to maximize: (i) maximize present and future planning opportunities for PrimeroGlamis, the Primero Glamis Shareholders, the Primero Glamis Subsidiaries, Northgate, the Northgate Shareholders Goldcorp and the Northgate Subsidiaries; and (ii) present and future financing opportunities for Northgate, and the Northgate Subsidiaries; Goldcorp Material Subsidiaries as and to the extent that the same shall not prejudice any Party party hereto or the shareholders thereof. The Parties parties hereto will ensure that such planning activities do not impede the progress of the Arrangement in any material way. (b) Without limiting the generality of the foregoing Primero acknowledges that Northgate may enter into transactions (the “bump transactions”) designed to increase the tax basis in certain capital properties of Primero for purposes of the Tax Act, or other reorganization to enhance the tax efficiency of the combined corporate group, and agrees to: (i) reasonably co-operate with Northgate in order to facilitate the bump transactions or other reorganizations or transactions (the “reorganization”) which Northgate determines would be advisable to enhance the tax efficiency of the combined corporate group; and (ii) to provide such information on a timely basis and to assist in the obtaining of any such information in order to facilitate a successful completion of the bump transactions or any such other reorganizations or transactions as is reasonably requested by Northgate; provided, however, that the obligations of Primero pursuant to this subsection 7.2(b) shall be conditional on the understanding that (iii) any of such transactions or reorganizations shall not, in the opinion of Primero, acting reasonably, materially impede or materially delay the consummation of the Arrangement, (iv) any of such transactions or reorganizations shall not, in the opinion of Primero, acting reasonably, materially interfere with the ongoing operations of Primero or any Primero Subsidiary, (v) any of such transactions or reorganizations shall be consistent with and shall not require Primero or any Primero Subsidiary to contravene any applicable Laws, their respective organizational documents or any material contract, (vi) Primero and the Primero Subsidiaries shall not be obligated to take any action that would reasonably be expected to result in any Taxes being imposed on, or any adverse tax or other consequences to any such corporation or any Primero Shareholder incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any such transaction or reorganization, (vii) all elements of the transaction or reorganization shall be contingent on Northgate confirming that it is prepared to proceed immediately with the Arrangement, (viii) in the opinion of Primero, such transactions or reorganizations do no prejudice or adversely affect Primero Shareholders, and (ix) Primero, the Primero Subsidiaries and their respective officers, directors, employees, agents, advisors and representatives shall have received an indemnity, in form and substance satisfactory to Primero, acting reasonably, from Northgate from and against any and all liabilities, Taxes, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any such transactions or reorganizations. Northgate shall provide written notice to Primero of any such proposed transactions or reorganizations in reasonable detail at least 15 Business Days prior to the Effective Date. Any step or action taken by Primero or the Primero Subsidiaries in furtherance of the transactions or reorganizations contemplated by this subsection 7.2(b) shall not be considered to be a breach of any representation, warranty or covenant of Primero contained in this Agreement. If the Arrangement is not completed, Northgate shall forthwith reimburse Primero or, at Primero’s direction, one or more of the Primero Subsidiaries, for all reasonable fees and expenses (including any professional fees and expenses and Taxes ) incurred by Primero or the Primero Subsidiaries in considering or effecting the transactions or reorganizations contemplated by this subsection 7.2(b) and Northgate shall be responsible for any liabilities, fees, expenses and costs (including professional fees and expenses and Taxes) of Primero and the Primero Subsidiaries in reversing or unwinding any such transactions or reorganizations that were effected. (c) The Parties parties hereto mutually agree that if a Party party hereto proposes any other amendment or amendments to this Agreement or to the Plan of Arrangement, Primero Glamis on the one hand, and Northgate Goldcorp and Goldcorp Subco on the other hand, will act reasonably in considering such amendment and if the other of them and the securityholders shareholders thereof are not materially prejudiced by reason of any such amendment they will co-operate in a reasonable fashion with the Party party hereto proposing the amendment so that such amendment can be effected subject to applicable Laws and the rights of the Primero Glamis Shareholders. (dc) At any time not less than 15 Business Days prior to the Primero Meeting: (i) Primero Glamis and Northgate Goldcorp shall each be entitled to propose to the other modifications to the Arrangement in order to facilitate the tax or other planning objectives of PrimeroGlamis, Northgate Goldcorp and the Primero Glamis Shareholders; and (ii) Primero Glamis shall be entitled to propose to Northgate Goldcorp modifications to the manner in which the Primero Options Glamis Options, Glamis Restricted Shares and Primero Warrants Glamis SARS are to be dealt with pursuant to this Agreement or under the Arrangement in order to take into account the tax planning or other objectives of the holders of such securities; , provided, in each case that: (iiiA) any such proposal is not likely to materially prejudice the other party or the Primero Shareholders or Primero Optionholders or Primero Warrantholders; Glamis Shareholders, (ivB) would not impede or materially delay the completion of the transactions contemplated hereby; , (vC) the Party party making the proposal has provided notice of such proposal to the other Party party not less than fifteen 15 Business Days prior to the Meeting Date; Date and (viD) implementation of the proposal would not result in a transaction that is inconsistent with the fundamental terms of this Agreement, including, without limitation, the Share Exchange Share Ratio. Each of Primero Glamis and Northgate Goldcorp agree that any such modifications and any transactions or steps taken in accordance therewith shall not be considered in determining whether any representation or warranty made by them under this Agreement has been breached if such modifications, transactions and steps are the sole cause of such breach. Primero Glamis, Goldcorp and Northgate Goldcorp Subco shall enter into an amending agreement reflecting the proposed amendments to the Arrangement and this Agreement and the Plan of Arrangement shall be modified accordingly and Primero Glamis and Northgate Goldcorp shall each use its respective commercially reasonable efforts to communicate any such modifications to the Primero Glamis Shareholders and to ensure that any such modifications are, to the extent required under applicable Law, presented to the Primero Glamis Shareholders at the Primero Meeting.

Mutual Understanding Regarding Amendments. (a) In addition to the transactions contemplated hereby or at the request of a party hereto, the Parties hereto will continue from and after the date hereof and through and including the Effective Date to use their respective commercially reasonable efforts to maximize: (i) present and future planning opportunities for Primero, the Primero Shareholders, the Primero Subsidiaries, Northgate, the Northgate Shareholders and the Northgate Subsidiaries; and (ii) present and future financing opportunities for Northgate, and the Northgate Subsidiaries; as and to the extent that the same shall not prejudice any Party hereto or the shareholders thereof. The Parties hereto will ensure that such planning activities do not impede the progress of the Arrangement in any material way. (b) Without limiting the generality of the foregoing Primero acknowledges that Northgate may enter into transactions (the “bump transactions”) designed to increase the tax basis in certain capital properties of Primero for purposes of the Tax Act, or other reorganization to enhance the tax efficiency of the combined corporate group, and agrees to: (i) reasonably co-operate with Northgate in order to facilitate the bump transactions or other reorganizations or transactions (the “reorganization”) which Northgate determines would be advisable to enhance the tax efficiency of the combined corporate group; and (ii) to provide such information on a timely basis and to assist in the obtaining of any such information in order to facilitate a successful completion of the bump transactions or any such other reorganizations or transactions as is reasonably requested by Northgate; provided, however, that the obligations of Primero pursuant to this subsection 7.2(b) shall be conditional on the understanding that (iii) any of such transactions or reorganizations shall not, in the opinion of Primero, acting reasonably, materially impede or materially delay the consummation of the Arrangement, (iv) any of such transactions or reorganizations shall not, in the opinion of Primero, acting reasonably, materially interfere with the ongoing operations of Primero or any Primero Subsidiary, (v) any of such transactions or reorganizations shall be consistent with and shall not require Primero or any Primero Subsidiary to contravene any applicable Laws, their respective organizational documents or any material contract, (vi) Primero and the Primero Subsidiaries shall not be obligated to take any action that would reasonably be expected to result in any Taxes being imposed on, or any adverse tax or other consequences to any such corporation or any Primero Shareholder incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any such transaction or reorganization, (vii) all elements of the transaction or reorganization shall be contingent on Northgate confirming that it is prepared to proceed immediately with the Arrangement, (viii) in the opinion of Primero, such transactions or reorganizations do no prejudice or adversely affect Primero Shareholders, and (ix) Primero, the Primero Subsidiaries and their respective officers, directors, employees, agents, advisors and representatives shall have received an indemnity, in form and substance satisfactory to Primero, acting reasonably, from Northgate from and against any and all liabilities, Taxes, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any such transactions or reorganizations. Northgate shall provide written notice to Primero of any such proposed transactions or reorganizations in reasonable detail at least 15 Business Days prior to the Effective Date. Any step or action taken by Primero or the Primero Subsidiaries in furtherance of the transactions or reorganizations contemplated by this subsection 7.2(b) shall not be considered to be a breach of any representation, warranty or covenant of Primero contained in this Agreement. If the Arrangement is not completed, Northgate shall forthwith reimburse Primero or, at Primero’s direction, one or more of the Primero Subsidiaries, for all reasonable fees and expenses (including any professional fees and expenses and Taxes ) incurred by Primero or the Primero Subsidiaries in considering or effecting the transactions or reorganizations contemplated by this subsection 7.2(b) and Northgate shall be responsible for any liabilities, fees, expenses and costs (including professional fees and expenses and Taxes) of Primero and the Primero Subsidiaries in reversing or unwinding any such transactions or reorganizations that were effected. (c) The Parties hereto mutually agree that if a Party hereto proposes any other amendment or amendments to this Agreement or to the Plan of ArrangementAgreement, Primero on the one hand, and Northgate on the other hand, will Parties shall act reasonably in considering such amendment and and, if the other of them Parties and the securityholders thereof their shareholders are not materially prejudiced by reason of any such amendment they will co-amendment, the Parties shall co- operate in a reasonable fashion with the Party hereto proposing the amendment so that such amendment can be effected effected, subject to applicable Laws and the rights of the Primero Buena Vista Shareholders. (db) At any time not less than 15 Business Days prior to the Primero Buena Vista Meeting: (i) Primero and Northgate , Wabi shall each be entitled to propose to the other Buena Vista modifications to the Arrangement in order to facilitate the tax Tax or other planning objectives of PrimeroWabi, Northgate and the Primero Shareholders; and (ii) Primero shall be entitled to propose to Northgate modifications to the manner in which the Primero Options and Primero Warrants are to be dealt with pursuant to this Agreement or under the Arrangement in order to take into account the tax planning or other objectives of the holders of such securities; provided, in each case that: (iiii) any such proposal is not likely to materially prejudice the other party Buena Vista or the Primero Shareholders or Primero Optionholders or Primero WarrantholdersBuena Vista Shareholders; (ivii) any such proposal would not impede or materially delay the completion of the Arrangement or any other transactions contemplated herebyby this Agreement; (viii) the Party making the proposal Wabi has provided notice of such proposal to the other Party Buena Vista not less than fifteen (15) Business Days prior to the Meeting Datedate of the Buena Vista Meeting; and (viiv) implementation of the proposal would not result in a transaction that is inconsistent with the fundamental terms of Arrangement or any other transactions contemplated by this Agreement, including, without limitation, the Exchange Share Ratio. . (c) Each of Primero Wabi and Northgate Buena Vista agree that any such modifications and any transactions amendment, modification or steps taken proposal in accordance therewith with this Section 10.3 shall not be considered in determining whether any representation or warranty made by them Wabi or Buena Vista, as the case may be, under this Agreement has been breached if such modificationsamendment, transactions and steps are modification, or proposal is the sole cause of such breach. Primero . (d) If any amendment, modification or proposal is to be implemented in accordance with this Section 10.3, Wabi and Northgate Buena Vista shall enter into an amending agreement reflecting the proposed amendments to the Arrangement and this Agreement and the Plan of Arrangement shall be amended or modified accordingly and Primero and Northgate Buena Vista shall each use its respective commercially reasonable efforts to communicate any such amendments or modifications to the Primero Buena Vista Shareholders and to ensure that any such amendments or modifications are, to the extent required under applicable LawLaws, presented to the Primero Buena Vista Shareholders at the Primero Buena Vista Meeting.

Mutual Understanding Regarding Amendments. (a) In addition Xxxxxx agrees to amend the Amalgamation Agreement at any time prior to the transactions contemplated hereby or at the request of a party hereto, the Parties hereto will continue from and after the date hereof and through and including the Effective Date Time to use their respective commercially reasonable efforts to maximize: (i) present and future planning opportunities for Primero, the Primero Shareholders, the Primero Subsidiaries, Northgate, the Northgate Shareholders and the Northgate Subsidiaries; and (ii) present and future financing opportunities for Northgate, and the Northgate Subsidiaries; as and to the extent that the same shall not prejudice any Party hereto or the shareholders thereof. The Parties hereto will ensure that such planning activities do not impede the progress of the Arrangement in any material way. (b) Without limiting the generality of the foregoing Primero acknowledges that Northgate may enter into transactions (the “bump transactions”) designed to increase the tax basis in certain capital properties of Primero for purposes of the Tax Act, or other reorganization to enhance the tax efficiency of the combined corporate group, and agrees to: (i) reasonably co-operate with Northgate in order to facilitate the bump transactions or other reorganizations or transactions (the “reorganization”) which Northgate determines would be advisable to enhance the tax efficiency of the combined corporate group; and (ii) to provide such information on a timely basis and to assist in the obtaining of any such information in order to facilitate a successful completion of the bump transactions or any include such other reorganizations terms determined to be necessary or transactions as is desirable by SEMAFO, acting reasonably requested by Northgate; provided, however, that the obligations of Primero pursuant to this subsection 7.2(b) shall be conditional on the understanding that (iii) any of such transactions or reorganizations shall not, in the opinion of Primero, acting reasonably, materially impede or materially delay the consummation of the Arrangement, (iv) any of such transactions or reorganizations shall not, in the opinion of Primero, acting reasonably, materially interfere with the ongoing operations of Primero or any Primero Subsidiary, (v) any of such transactions or reorganizations shall be consistent with and shall not require Primero or any Primero Subsidiary to contravene any applicable Laws, their respective organizational documents or any material contract, (vi) Primero and the Primero Subsidiaries Amalgamation Agreement shall not be obligated amended in any manner which has the effect of reducing the Xxxxxx Amalgamation Consideration or which is otherwise prejudicial to take the Xxxxxx Shareholders or other parties to be bound by the Amalgamation Agreement and is not inconsistent with the provisions of this Combination Agreement. (b) Notwithstanding Section 8.03(a), at any action that time prior to the Xxxxxx Meeting: (i) SEMAFO shall be entitled to propose to Xxxxxx modifications to the Amalgamation in order to facilitate the Tax or other planning objectives of SEMAFO, provided, in each case that: (A) any such proposal is not likely to materially prejudice or be materially adverse to the Xxxxxx Shareholders (including by reducing the value of the consideration payable to the Xxxxxx Shareholders pursuant to the Amalgamation) and would reasonably be expected to not result in any material Taxes being imposed on, or any material adverse tax Tax or other consequences to to, any such corporation or any Primero Shareholder securityholder of Xxxxxx incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any such transaction or reorganization, Amalgamation; (vii) all elements of the transaction or reorganization shall be contingent on Northgate confirming that it is prepared to proceed immediately with the Arrangement, (viii) in the opinion of Primero, such transactions or reorganizations do no prejudice or adversely affect Primero Shareholders, and (ix) Primero, the Primero Subsidiaries and their respective officers, directors, employees, agents, advisors and representatives shall have received an indemnity, in form and substance satisfactory to Primero, acting reasonably, from Northgate from and against any and all liabilities, Taxes, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any such transactions or reorganizations. Northgate shall provide written notice to Primero of any such proposed transactions or reorganizations in reasonable detail at least 15 Business Days prior to the Effective Date. Any step or action taken by Primero or the Primero Subsidiaries in furtherance of the transactions or reorganizations contemplated by this subsection 7.2(b) shall not be considered to be a breach of any representation, warranty or covenant of Primero contained in this Agreement. If the Arrangement is not completed, Northgate shall forthwith reimburse Primero or, at Primero’s direction, one or more of the Primero Subsidiaries, for all reasonable fees and expenses (including any professional fees and expenses and Taxes ) incurred by Primero or the Primero Subsidiaries in considering or effecting the transactions or reorganizations contemplated by this subsection 7.2(b) and Northgate shall be responsible for any liabilities, fees, expenses and costs (including professional fees and expenses and Taxes) of Primero and the Primero Subsidiaries in reversing or unwinding any such transactions or reorganizations that were effected. (c) The Parties hereto mutually agree that if a Party hereto proposes any other amendment or amendments to this Agreement or to the Plan of Arrangement, Primero on the one hand, and Northgate on the other hand, will act reasonably in considering such amendment and if the other of them and the securityholders thereof are not materially prejudiced by reason of any such amendment they will co-operate in a reasonable fashion with the Party hereto proposing the amendment so that such amendment can be effected subject to applicable Laws and the rights of the Primero Shareholders. (d) At any time not less than 15 Business Days prior to the Primero Meeting: (i) Primero and Northgate shall each be entitled to propose to the other modifications to the Arrangement in order to facilitate the tax or other planning objectives of Primero, Northgate and the Primero Shareholders; and (ii) Primero shall be entitled to propose to Northgate modifications to the manner in which the Primero Options and Primero Warrants are to be dealt with pursuant to this Agreement or under the Arrangement in order to take into account the tax planning or other objectives of the holders of such securities; provided, in each case that: (iiiB) any such proposal is not likely to materially prejudice the other party or the Primero Shareholders or Primero Optionholders or Primero Warrantholders; (iv) would not impede or materially delay the completion of the transactions contemplated hereby; (vC) the Party making the proposal SEMAFO has provided notice of such proposal to the other Party Xxxxxx not less than fifteen 15 Business Days prior to the Meeting Datedate of the Xxxxxx Meeting; and (viD) implementation of the proposal would not result in a transaction that is inconsistent with the fundamental terms of this Combination Agreement, including, without limitation, the Exchange Share Ratio. . (c) Each of Primero SEMAFO and Northgate Xxxxxx agree that any such modifications and any transactions or steps taken in accordance therewith with this Section 8.03 shall not be considered in determining whether any representation or warranty made by them under this Combination Agreement has been breached if such modifications, transactions and steps are the sole cause of such breach. Primero . (d) SEMAFO and Northgate Xxxxxx shall enter into an amending agreement reflecting the proposed amendments to the Arrangement Amalgamation and this Combination Agreement and the Plan of Arrangement Amalgamation Agreement shall be modified and accordingly and Primero and Northgate Xxxxxx shall each use its respective commercially reasonable efforts to communicate any such modifications to the Primero Xxxxxx Shareholders and to ensure that any such modifications are, to the extent required under applicable Law, presented to the Primero Xxxxxx Shareholders at the Primero Xxxxxx Meeting. (e) SEMAFO agrees that it will be responsible for all costs and expenses (including Taxes, professional fees and expenses) associated with any amendments to the Amalgamation and this Combination Agreement required to be carried out at its request. SEMAFO shall indemnify Xxxxxx, the Xxxxxx Subsidiaries and their respective officers, directors and employees (to the extent that such Persons are assessed with statutory liability thereto) for all direct and indirect costs or losses (other than loss of profits), liabilities, damages, claims, costs, expenses, interest awards, judgments and penalties, including any material adverse Tax consequences, out-of-pocket costs and expenses, including out-of-pocket legal fees and disbursements, suffered or incurred in connection with or as a result of any proposed amendments to the Amalgamation and this Combination Agreement pursuant to this Section 8.03 or the unwinding of any transactions entered into further to any such proposal required to be carried out at SEMAFO’s request, if after participating in any such proposal the Amalgamation is not completed and Xxxxxx is not then in breach of the terms and conditions of this Combination Agreement.

Mutual Understanding Regarding Amendments. (a) In addition to the transactions contemplated hereby or at the request of a party heretoParty, the Parties hereto will continue from and after the date hereof and through and including the Effective Date to use their respective commercially reasonable efforts to maximize: (i) maximize present and future planning opportunities for PrimeroCorporation, the Primero ShareholdersCorporation Securityholders, the Primero Subsidiaries, Northgate, the Northgate Shareholders Corporation Subsidiaries and the Northgate Subsidiaries; and (ii) present and future financing opportunities for Northgate, and the Northgate Subsidiaries; Yamana as and to the extent that the same shall not prejudice any Party hereto or the shareholders thereof. The Parties parties hereto will ensure that such planning activities do not impede the progress of the Arrangement in any material way. (b) Without limiting the generality of the foregoing Primero acknowledges that Northgate may enter into transactions (the “bump transactions”) designed to increase the tax basis in certain capital properties of Primero for purposes of the Tax Act, or other reorganization to enhance the tax efficiency of the combined corporate group, and agrees to: (i) reasonably co-operate with Northgate in order to facilitate the bump transactions or other reorganizations or transactions (the “reorganization”) which Northgate determines would be advisable to enhance the tax efficiency of the combined corporate group; and (ii) to provide such information on a timely basis and to assist in the obtaining of any such information in order to facilitate a successful completion of the bump transactions or any such other reorganizations or transactions as is reasonably requested by Northgate; provided, however, that the obligations of Primero pursuant to this subsection 7.2(b) shall be conditional on the understanding that (iii) any of such transactions or reorganizations shall not, in the opinion of Primero, acting reasonably, materially impede or materially delay the consummation of the Arrangement, (iv) any of such transactions or reorganizations shall not, in the opinion of Primero, acting reasonably, materially interfere with the ongoing operations of Primero or any Primero Subsidiary, (v) any of such transactions or reorganizations shall be consistent with and shall not require Primero or any Primero Subsidiary to contravene any applicable Laws, their respective organizational documents or any material contract, (vi) Primero and the Primero Subsidiaries shall not be obligated to take any action that would reasonably be expected to result in any Taxes being imposed on, or any adverse tax or other consequences to any such corporation or any Primero Shareholder incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any such transaction or reorganization, (vii) all elements of the transaction or reorganization shall be contingent on Northgate confirming that it is prepared to proceed immediately with the Arrangement, (viii) in the opinion of Primero, such transactions or reorganizations do no prejudice or adversely affect Primero Shareholders, and (ix) Primero, the Primero Subsidiaries and their respective officers, directors, employees, agents, advisors and representatives shall have received an indemnity, in form and substance satisfactory to Primero, acting reasonably, from Northgate from and against any and all liabilities, Taxes, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any such transactions or reorganizations. Northgate shall provide written notice to Primero of any such proposed transactions or reorganizations in reasonable detail at least 15 Business Days prior to the Effective Date. Any step or action taken by Primero or the Primero Subsidiaries in furtherance of the transactions or reorganizations contemplated by this subsection 7.2(b) shall not be considered to be a breach of any representation, warranty or covenant of Primero contained in this Agreement. If the Arrangement is not completed, Northgate shall forthwith reimburse Primero or, at Primero’s direction, one or more of the Primero Subsidiaries, for all reasonable fees and expenses (including any professional fees and expenses and Taxes ) incurred by Primero or the Primero Subsidiaries in considering or effecting the transactions or reorganizations contemplated by this subsection 7.2(b) and Northgate shall be responsible for any liabilities, fees, expenses and costs (including professional fees and expenses and Taxes) of Primero and the Primero Subsidiaries in reversing or unwinding any such transactions or reorganizations that were effected. (c) The Parties hereto mutually agree that if a Party hereto proposes any other amendment or amendments to this Agreement or to the Plan of Arrangement, Primero Corporation on the one hand, and Northgate Yamana on the other hand, will act reasonably in considering such amendment and if the other of them and the securityholders shareholders thereof are not materially prejudiced by reason of any such amendment they will co-operate in a reasonable fashion with the Party hereto proposing the amendment so that such amendment can be effected subject to applicable Laws and the rights of the Primero ShareholdersCorporation Securityholders. (dc) At any time not less than 15 Business Days prior to the Primero Corporation Meeting: (i) Primero Corporation and Northgate Yamana shall each be entitled to propose to the other modifications to the Arrangement in order to facilitate the tax or other planning objectives of PrimeroCorporation, Northgate Yamana and the Primero ShareholdersCorporation Securityholders; and (ii) Primero Corporation shall be entitled to propose to Northgate Yamana modifications to the manner in which the Primero Corporation Options and Primero Warrants are to be dealt with pursuant to this Agreement or under the Arrangement in order to take into account the tax planning or other objectives of the holders of such securities; , provided, in each case that: (iiiA) any such proposal is not likely to materially prejudice the other party or the Primero Shareholders or Primero Optionholders or Primero Warrantholders; Corporation Securityholders, (ivB) would not impede or materially delay the completion of the transactions contemplated hereby; , (vC) the Party making the proposal has provided notice of such proposal to the other Party not less than fifteen (15) Business Days prior to the Meeting Date; Date and (viD) implementation of the proposal would not result in a transaction that is inconsistent with the fundamental terms of this Agreement, including, without limitation, the Exchange Share Ratio. Each of Primero Corporation and Northgate Yamana agree that any such modifications and any transactions or steps taken in accordance therewith shall not be considered in determining whether any representation or warranty made by them under this Agreement has been breached if such modifications, transactions and steps are the sole cause of such breach. Primero Corporation and Northgate Yamana shall enter into an amending agreement reflecting the proposed amendments to the Arrangement and this Agreement and the Plan of Arrangement shall be modified accordingly and Primero Corporation and Northgate Yamana shall each use its respective commercially reasonable efforts to communicate any such modifications to the Primero Shareholders Corporation Securityholders and to ensure that any such modifications are, to the extent required under applicable Law, presented to the Primero Shareholders Corporation Securityholders at the Primero Meeting.

Mutual Understanding Regarding Amendments. (a) In addition to the transactions contemplated hereby or at the request of a party hereto, the Parties parties hereto will continue from and after the date hereof and through and including the Effective Date to use their respective commercially reasonable best efforts to maximize: (i) maximize present and future planning opportunities for PrimeroGlamis, the Primero Glamis Shareholders, the Primero Glamis Subsidiaries, Northgate, the Northgate Shareholders Goldcorp and the Northgate Subsidiaries; and (ii) present and future financing opportunities for Northgate, and the Northgate Subsidiaries; Goldcorp Material Subsidiaries as and to the extent that the same shall not prejudice any Party party hereto or the shareholders thereof. The Parties parties hereto will ensure that such planning activities do not impede the progress of the Arrangement in any material way. (b) Without limiting the generality of the foregoing Primero acknowledges that Northgate may enter into transactions (the “bump transactions”) designed to increase the tax basis in certain capital properties of Primero for purposes of the Tax Act, or other reorganization to enhance the tax efficiency of the combined corporate group, and agrees to: (i) reasonably co-operate with Northgate in order to facilitate the bump transactions or other reorganizations or transactions (the “reorganization”) which Northgate determines would be advisable to enhance the tax efficiency of the combined corporate group; and (ii) to provide such information on a timely basis and to assist in the obtaining of any such information in order to facilitate a successful completion of the bump transactions or any such other reorganizations or transactions as is reasonably requested by Northgate; provided, however, that the obligations of Primero pursuant to this subsection 7.2(b) shall be conditional on the understanding that (iii) any of such transactions or reorganizations shall not, in the opinion of Primero, acting reasonably, materially impede or materially delay the consummation of the Arrangement, (iv) any of such transactions or reorganizations shall not, in the opinion of Primero, acting reasonably, materially interfere with the ongoing operations of Primero or any Primero Subsidiary, (v) any of such transactions or reorganizations shall be consistent with and shall not require Primero or any Primero Subsidiary to contravene any applicable Laws, their respective organizational documents or any material contract, (vi) Primero and the Primero Subsidiaries shall not be obligated to take any action that would reasonably be expected to result in any Taxes being imposed on, or any adverse tax or other consequences to any such corporation or any Primero Shareholder incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any such transaction or reorganization, (vii) all elements of the transaction or reorganization shall be contingent on Northgate confirming that it is prepared to proceed immediately with the Arrangement, (viii) in the opinion of Primero, such transactions or reorganizations do no prejudice or adversely affect Primero Shareholders, and (ix) Primero, the Primero Subsidiaries and their respective officers, directors, employees, agents, advisors and representatives shall have received an indemnity, in form and substance satisfactory to Primero, acting reasonably, from Northgate from and against any and all liabilities, Taxes, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any such transactions or reorganizations. Northgate shall provide written notice to Primero of any such proposed transactions or reorganizations in reasonable detail at least 15 Business Days prior to the Effective Date. Any step or action taken by Primero or the Primero Subsidiaries in furtherance of the transactions or reorganizations contemplated by this subsection 7.2(b) shall not be considered to be a breach of any representation, warranty or covenant of Primero contained in this Agreement. If the Arrangement is not completed, Northgate shall forthwith reimburse Primero or, at Primero’s direction, one or more of the Primero Subsidiaries, for all reasonable fees and expenses (including any professional fees and expenses and Taxes ) incurred by Primero or the Primero Subsidiaries in considering or effecting the transactions or reorganizations contemplated by this subsection 7.2(b) and Northgate shall be responsible for any liabilities, fees, expenses and costs (including professional fees and expenses and Taxes) of Primero and the Primero Subsidiaries in reversing or unwinding any such transactions or reorganizations that were effected. (c) The Parties parties hereto mutually agree that if a Party party hereto proposes any other amendment or amendments to this Agreement or to the Plan of Arrangement, Primero Glamis on the one hand, and Northgate Goldcorp on the other hand, will act reasonably in considering such amendment and if the other of them and the securityholders shareholders thereof are not materially prejudiced by reason of any such amendment they will co-operate in a reasonable fashion with the Party party hereto proposing the amendment so that such amendment can be effected subject to applicable Laws and the rights of the Primero Glamis Shareholders. (dc) At any time not less than 15 Business Days prior to the Primero Meeting: (i) Primero Glamis and Northgate Goldcorp shall each be entitled to propose to the other modifications to the Arrangement in order to facilitate the tax or other planning objectives of PrimeroGlamis, Northgate Goldcorp and the Primero Glamis Shareholders; and (ii) Primero Glamis shall be entitled to propose to Northgate Goldcorp modifications to the manner in which the Primero Options Glamis Options, Glamis Restricted Shares and Primero Warrants Glamis SARS are to be dealt with pursuant to this Agreement or under the Arrangement in order to take into account the tax planning or other objectives of the holders of such securities; , provided, in each case that: (iiiA) any such proposal is not likely to materially prejudice the other party or the Primero Shareholders or Primero Optionholders or Primero Warrantholders; Glamis Shareholders, (ivB) would not impede or materially delay the completion of the transactions contemplated hereby; , (vC) the Party party making the proposal has provided notice of such proposal to the other Party party not less than fifteen 15 Business Days prior to the Meeting Date; Date and (viD) implementation of the proposal would not result in a transaction that is inconsistent with the fundamental terms of this Agreement, including, without limitation, the Share Exchange Share Ratio. Each of Primero Glamis and Northgate Goldcorp agree that any such modifications and any transactions or steps taken in accordance therewith shall not be considered in determining whether any representation or warranty made by them under this Agreement has been breached if such modifications, transactions and steps are the sole cause of such breach. Primero Glamis and Northgate Goldcorp shall enter into an amending agreement reflecting the proposed amendments to the Arrangement and this Agreement and the Plan of Arrangement shall be modified accordingly and Primero Glamis and Northgate Goldcorp shall each use its respective commercially reasonable efforts to communicate any such modifications to the Primero Glamis Shareholders and to ensure that any such modifications are, to the extent required under applicable Law, presented to the Primero Glamis Shareholders at the Primero Meeting.

Mutual Understanding Regarding Amendments. (a) In addition to the transactions contemplated hereby or at the request of a party hereto, the Parties parties hereto will continue from and after the date hereof and through and including the Effective Date to use their respective commercially reasonable efforts to maximize: (i) maximize present and future planning opportunities for PrimeroGold Eagle, the Primero Gold Eagle Shareholders, the Primero Subsidiaries, Northgate, the Northgate Shareholders Gold Eagle Subsidiary and the Northgate Subsidiaries; and (ii) present and future financing opportunities for Northgate, and the Northgate Subsidiaries; Goldcorp as and to the extent that the same shall not prejudice any Party party hereto or the shareholders thereof. The Parties parties hereto will ensure that such planning activities do not impede the progress of the Arrangement in any material way. (b) Without limiting the generality of the foregoing Primero acknowledges that Northgate may enter into transactions (the “bump transactions”) designed to increase the tax basis in certain capital properties of Primero for purposes of the Tax Act, or other reorganization to enhance the tax efficiency of the combined corporate group, and agrees to: (i) reasonably co-operate with Northgate in order to facilitate the bump transactions or other reorganizations or transactions (the “reorganization”) which Northgate determines would be advisable to enhance the tax efficiency of the combined corporate group; and (ii) to provide such information on a timely basis and to assist in the obtaining of any such information in order to facilitate a successful completion of the bump transactions or any such other reorganizations or transactions as is reasonably requested by Northgate; provided, however, that the obligations of Primero pursuant to this subsection 7.2(b) shall be conditional on the understanding that (iii) any of such transactions or reorganizations shall not, in the opinion of Primero, acting reasonably, materially impede or materially delay the consummation of the Arrangement, (iv) any of such transactions or reorganizations shall not, in the opinion of Primero, acting reasonably, materially interfere with the ongoing operations of Primero or any Primero Subsidiary, (v) any of such transactions or reorganizations shall be consistent with and shall not require Primero or any Primero Subsidiary to contravene any applicable Laws, their respective organizational documents or any material contract, (vi) Primero and the Primero Subsidiaries shall not be obligated to take any action that would reasonably be expected to result in any Taxes being imposed on, or any adverse tax or other consequences to any such corporation or any Primero Shareholder incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any such transaction or reorganization, (vii) all elements of the transaction or reorganization shall be contingent on Northgate confirming that it is prepared to proceed immediately with the Arrangement, (viii) in the opinion of Primero, such transactions or reorganizations do no prejudice or adversely affect Primero Shareholders, and (ix) Primero, the Primero Subsidiaries and their respective officers, directors, employees, agents, advisors and representatives shall have received an indemnity, in form and substance satisfactory to Primero, acting reasonably, from Northgate from and against any and all liabilities, Taxes, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any such transactions or reorganizations. Northgate shall provide written notice to Primero of any such proposed transactions or reorganizations in reasonable detail at least 15 Business Days prior to the Effective Date. Any step or action taken by Primero or the Primero Subsidiaries in furtherance of the transactions or reorganizations contemplated by this subsection 7.2(b) shall not be considered to be a breach of any representation, warranty or covenant of Primero contained in this Agreement. If the Arrangement is not completed, Northgate shall forthwith reimburse Primero or, at Primero’s direction, one or more of the Primero Subsidiaries, for all reasonable fees and expenses (including any professional fees and expenses and Taxes ) incurred by Primero or the Primero Subsidiaries in considering or effecting the transactions or reorganizations contemplated by this subsection 7.2(b) and Northgate shall be responsible for any liabilities, fees, expenses and costs (including professional fees and expenses and Taxes) of Primero and the Primero Subsidiaries in reversing or unwinding any such transactions or reorganizations that were effected. (c) The Parties parties hereto mutually agree that if a Party party hereto proposes any other amendment or amendments to this Agreement or to the Plan of Arrangement, Primero Gold Eagle on the one hand, and Northgate Goldcorp on the other hand, will act reasonably in considering such amendment and if the other of them and the securityholders shareholders thereof are not materially prejudiced by reason of any such amendment they will co-operate in a reasonable fashion with the Party party hereto proposing the amendment so that such amendment can be effected subject to applicable Laws and the rights of the Primero Gold Eagle Shareholders. (dc) At any time not less than 15 Business Days prior to the Primero Meeting: (i) Primero Gold Eagle and Northgate Goldcorp shall each be entitled to propose to the other modifications to the Arrangement in order to facilitate the tax or other planning objectives of PrimeroGold Eagle, Northgate Goldcorp and the Primero Gold Eagle Shareholders; and (ii) Primero Gold Eagle shall be entitled to propose to Northgate Goldcorp modifications to the manner in which the Primero Gold Eagle Options and Primero Warrants are to be dealt with pursuant to this Agreement or under the Arrangement in order to take into account the tax planning or other objectives of the holders of such securities; , provided, in each case that: : (iiiA) any such proposal is not likely to materially prejudice the other party or the Primero Shareholders or Primero Optionholders or Primero Warrantholders; Gold Eagle Shareholders, (ivB) would not impede or materially delay the completion of the transactions contemplated hereby; , (vC) the Party party making the proposal has provided notice of such proposal to the other Party party not less than fifteen 15 Business Days prior to the Meeting Date; Date and (viD) implementation of the proposal would not result in a transaction that is inconsistent with the fundamental terms of this Agreement, including, without limitation, the Exchange Cash Consideration and the Share RatioConsideration. Each of Primero Gold Eagle and Northgate Goldcorp agree that any such modifications and any transactions or steps taken in accordance therewith shall not be considered in determining whether any representation or warranty made by them under this Agreement has been breached if such modifications, transactions and steps are the sole cause of such breach. Primero Gold Eagle and Northgate Goldcorp shall enter into an amending agreement reflecting the proposed amendments to the Arrangement and this Agreement and the Plan of Arrangement shall be modified accordingly and Primero Gold Eagle and Northgate Goldcorp shall each use its respective commercially reasonable efforts to communicate any such modifications to the Primero Gold Eagle Shareholders and to ensure that any such modifications are, to the extent required under applicable Law, presented to the Primero Gold Eagle Shareholders at the Primero Meeting.

Mutual Understanding Regarding Amendments. (a) In addition to the transactions contemplated hereby or at the request of a party heretoParty, the Parties hereto will continue from and after the date hereof and through and including the Effective Date to use their respective commercially reasonable efforts to maximize: (i) maximize present and future planning opportunities for PrimeroArgonaut, Xxxx, the Primero Argonaut Shareholders, the Primero Subsidiaries, Northgate, the Northgate Shareholders Alio Securityholders and the Northgate Subsidiaries; and (ii) present and future financing opportunities for Northgate, and the Northgate Subsidiaries; Argonaut Subsidiaries as and to the extent that the same shall not prejudice any Party party hereto or the shareholders thereof. The Parties hereto will ensure that such planning activities do not impede the progress of the Arrangement in any material way. (b) Without limiting the generality of the foregoing Primero acknowledges that Northgate may enter into transactions (the “bump transactions”) designed to increase the tax basis in certain capital properties of Primero for purposes of the Tax Act, or other reorganization to enhance the tax efficiency of the combined corporate group, and agrees to: (i) reasonably co-operate with Northgate in order to facilitate the bump transactions or other reorganizations or transactions (the “reorganization”) which Northgate determines would be advisable to enhance the tax efficiency of the combined corporate group; and (ii) to provide such information on a timely basis and to assist in the obtaining of any such information in order to facilitate a successful completion of the bump transactions or any such other reorganizations or transactions as is reasonably requested by Northgate; provided, however, that the obligations of Primero pursuant to this subsection 7.2(b) shall be conditional on the understanding that (iii) any of such transactions or reorganizations shall not, in the opinion of Primero, acting reasonably, materially impede or materially delay the consummation of the Arrangement, (iv) any of such transactions or reorganizations shall not, in the opinion of Primero, acting reasonably, materially interfere with the ongoing operations of Primero or any Primero Subsidiary, (v) any of such transactions or reorganizations shall be consistent with and shall not require Primero or any Primero Subsidiary to contravene any applicable Laws, their respective organizational documents or any material contract, (vi) Primero and the Primero Subsidiaries shall not be obligated to take any action that would reasonably be expected to result in any Taxes being imposed on, or any adverse tax or other consequences to any such corporation or any Primero Shareholder incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any such transaction or reorganization, (vii) all elements of the transaction or reorganization shall be contingent on Northgate confirming that it is prepared to proceed immediately with the Arrangement, (viii) in the opinion of Primero, such transactions or reorganizations do no prejudice or adversely affect Primero Shareholders, and (ix) Primero, the Primero Subsidiaries and their respective officers, directors, employees, agents, advisors and representatives shall have received an indemnity, in form and substance satisfactory to Primero, acting reasonably, from Northgate from and against any and all liabilities, Taxes, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any such transactions or reorganizations. Northgate shall provide written notice to Primero of any such proposed transactions or reorganizations in reasonable detail at least 15 Business Days prior to the Effective Date. Any step or action taken by Primero or the Primero Subsidiaries in furtherance of the transactions or reorganizations contemplated by this subsection 7.2(b) shall not be considered to be a breach of any representation, warranty or covenant of Primero contained in this Agreement. If the Arrangement is not completed, Northgate shall forthwith reimburse Primero or, at Primero’s direction, one or more of the Primero Subsidiaries, for all reasonable fees and expenses (including any professional fees and expenses and Taxes ) incurred by Primero or the Primero Subsidiaries in considering or effecting the transactions or reorganizations contemplated by this subsection 7.2(b) and Northgate shall be responsible for any liabilities, fees, expenses and costs (including professional fees and expenses and Taxes) of Primero and the Primero Subsidiaries in reversing or unwinding any such transactions or reorganizations that were effected. (c) The Parties hereto mutually agree that if a Party hereto proposes any other amendment or amendments to this Arrangement Agreement or to the Plan of Arrangement, Primero Argonaut on the one hand, and Northgate Xxxx on the other hand, will act reasonably in considering such amendment and if the other of them and the securityholders shareholders thereof are not materially prejudiced by reason of any such amendment they will co-operate in a reasonable fashion with the Party hereto proposing the amendment so that such amendment can be effected subject to applicable Laws and the rights of the Primero ShareholdersArgonaut Shareholders and the Alio Securityholders. (dc) At any time not less than 15 Business Days prior to the Primero Argonaut Meeting and the Alio Meeting: (i) Primero , Argonaut and Northgate Xxxx shall each be entitled to propose to the other modifications to the Arrangement in order to facilitate the tax Tax or other planning objectives of PrimeroArgonaut, Northgate and Alio, the Primero Argonaut Shareholders; and (ii) Primero shall be entitled to propose to Northgate modifications to , the manner in which Alio Securityholders or the Primero Options and Primero Warrants are to be dealt with pursuant to this Agreement or under the Arrangement in order to take into account the tax planning or other objectives of the holders of such securities; Argonaut Subsidiaries, provided, in each case that: (iiii) any such the proposal is not likely to materially prejudice the other party Party, the Argonaut Shareholders or the Primero Shareholders or Primero Optionholders or Primero WarrantholdersAlio Securityholders; (ivii) the proposal would not impede or materially delay the completion of the transactions contemplated hereby; (viii) the Party making the proposal has provided notice of such proposal to the other Party not less than fifteen 15 Business Days prior to the date of the Argonaut Meeting Dateand Alio Meeting; and (viiv) implementation of the proposal would not result in a transaction that is inconsistent with the fundamental terms of this Arrangement Agreement, including, without limitation, the Exchange Share Ratio. . (d) Each of Primero Argonaut and Northgate Xxxx agree that any such modifications and any transactions or steps taken in accordance therewith with this Section 8.03 shall not be considered in determining whether any representation or warranty made by them under this Arrangement Agreement has been breached if such modifications, transactions and steps are the sole cause of such breach. Primero . (e) Argonaut and Northgate Xxxx shall enter into an amending agreement reflecting the proposed amendments to the Arrangement and this Arrangement Agreement and the Plan of Arrangement shall be modified accordingly and Primero Argonaut and Northgate Xxxx shall each use its respective commercially reasonable efforts to communicate any such modifications to the Primero Argonaut Shareholders and the Alio Securityholders and to ensure that any such modifications are, to the extent required under applicable Law, presented to the Primero Argonaut Shareholders at the Primero Argonaut Meeting and the Alio Securityholders at the Alio Meeting, as the case may be.

Mutual Understanding Regarding Amendments. (a) In addition to the transactions contemplated hereby or at the request of a party hereto, the Parties hereto will continue from and after the date hereof and through and including the Effective Date to use their respective commercially reasonable efforts to maximize: (i) present and future planning opportunities for Primero, the Primero Shareholders, the Primero Subsidiaries, Northgate, the Northgate Shareholders and the Northgate Subsidiaries; and (ii) present and future financing opportunities for Northgate, and the Northgate Subsidiaries; as and to the extent that the same shall not prejudice any Party hereto or the shareholders thereof. The Parties hereto will ensure that such planning activities do not impede the progress of the Arrangement in any material way. (b) Without limiting the generality of the foregoing Primero acknowledges that Northgate may enter into transactions (the “bump transactions”) designed to increase the tax basis in certain capital properties of Primero for purposes of the Tax Act, or other reorganization to enhance the tax efficiency of the combined corporate group, and agrees to: (i) reasonably co-operate with Northgate in order to facilitate the bump transactions or other reorganizations or transactions (the “reorganization”) which Northgate determines would be advisable to enhance the tax efficiency of the combined corporate group; and (ii) to provide such information on a timely basis and to assist in the obtaining of any such information in order to facilitate a successful completion of the bump transactions or any such other reorganizations or transactions as is reasonably requested by Northgate; provided, however, that the obligations of Primero pursuant to this subsection 7.2(b) shall be conditional on the understanding that (iii) any of such transactions or reorganizations shall not, in the opinion of Primero, acting reasonably, materially impede or materially delay the consummation of the Arrangement, (iv) any of such transactions or reorganizations shall not, in the opinion of Primero, acting reasonably, materially interfere with the ongoing operations of Primero or any Primero Subsidiary, (v) any of such transactions or reorganizations shall be consistent with and shall not require Primero or any Primero Subsidiary to contravene any applicable Laws, their respective organizational documents or any material contract, (vi) Primero and the Primero Subsidiaries shall not be obligated to take any action that would reasonably be expected to result in any Taxes being imposed on, or any adverse tax or other consequences to any such corporation or any Primero Shareholder incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any such transaction or reorganization, (vii) all elements of the transaction or reorganization shall be contingent on Northgate confirming that it is prepared to proceed immediately with the Arrangement, (viii) in the opinion of Primero, such transactions or reorganizations do no prejudice or adversely affect Primero Shareholders, and (ix) Primero, the Primero Subsidiaries and their respective officers, directors, employees, agents, advisors and representatives shall have received an indemnity, in form and substance satisfactory to Primero, acting reasonably, from Northgate from and against any and all liabilities, Taxes, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any such transactions or reorganizations. Northgate shall provide written notice to Primero of any such proposed transactions or reorganizations in reasonable detail at least 15 Business Days prior to the Effective Date. Any step or action taken by Primero or the Primero Subsidiaries in furtherance of the transactions or reorganizations contemplated by this subsection 7.2(b) shall not be considered to be a breach of any representation, warranty or covenant of Primero contained in this Agreement. If the Arrangement is not completed, Northgate shall forthwith reimburse Primero or, at Primero’s direction, one or more of the Primero Subsidiaries, for all reasonable fees and expenses (including any professional fees and expenses and Taxes ) incurred by Primero or the Primero Subsidiaries in considering or effecting the transactions or reorganizations contemplated by this subsection 7.2(b) and Northgate shall be responsible for any liabilities, fees, expenses and costs (including professional fees and expenses and Taxes) of Primero and the Primero Subsidiaries in reversing or unwinding any such transactions or reorganizations that were effected. (c) The Parties parties hereto mutually agree that if a Party party hereto proposes any other amendment or amendments to this Agreement or to the Plan Plans of Arrangement, Primero Kobex and Barytex on the one hand, and Northgate IMA on the other hand, will act reasonably in considering such amendment and if the other of them and the securityholders shareholders thereof are not materially prejudiced by reason of any such amendment they will co-operate in a reasonable fashion with the Party party hereto proposing the amendment so that such amendment can be effected subject to applicable Laws and the rights of Kobex Shareholders and the Primero Barytex Shareholders. (db) At any time not less than 15 Business Days and from time to time prior to the Primero Meeting: Effective Time: (i) Primero Kobex, Barytex and Northgate IMA shall each be entitled to propose to the other modifications to the Arrangement Arrangements in order to facilitate the tax or other planning objectives of PrimeroKobex, Northgate and Barytex, IMA, the Primero Kobex Shareholders, the Barytex Shareholders; and (ii) Primero Kobex and Barytex shall be entitled to propose to Northgate IMA modifications to the manner in which the Primero Kobex Options, the Barytex Options and Primero the Barytex Warrants are to be dealt with pursuant to this Agreement or under the Arrangement Arrangements in order to take into account the tax planning or other objectives of the holders of such securities; , provided, in each case that: (iiiA) any such proposal is not likely to materially prejudice the other party or the Primero Kobex Shareholders or Primero Optionholders or Primero Warrantholders; the Barytex Shareholders, (ivB) would not impede or materially delay the completion of the transactions contemplated hereby; , (vC) the Party party making the proposal has provided notice of such proposal to the other Party party not less than fifteen 3 Business Days prior to the Meeting Date; Effective Date and (viD) implementation of the proposal would not result in a transaction that is inconsistent with the fundamental terms of this Agreement, including, without limitation, the Kobex Exchange Share Ratio or the Barytex Exchange Ratio. Each of Primero Kobex, Barytex and Northgate IMA agree that any such modifications and any transactions or steps taken in accordance therewith shall not be considered in determining whether any representation or warranty made by them under this Agreement has been breached if such modifications, transactions and steps are the sole cause of such breach. Primero Kobex, Barytex and Northgate IMA shall enter into an amending agreement reflecting the proposed amendments to the Arrangement Arrangements and this Agreement and the Plan Plans of Arrangement shall be modified accordingly and Primero Kobex, Barytex and Northgate IMA shall each use its respective commercially reasonable efforts to communicate any such modifications to the Primero Kobex Shareholders and Barytex Shareholders and to ensure that any such modifications are, to the extent required under applicable Law, presented to the Primero Kobex Shareholders at the Primero Kobex Meeting and the Barytex Shareholders at the Barytex Meeting.

Mutual Understanding Regarding Amendments. (a) In addition to the transactions contemplated hereby or at the request of a party hereto, the Parties parties hereto will continue from and after the date hereof and through and including the Effective Date to use their respective commercially reasonable efforts to maximize: (i) maximize present and future planning opportunities for PrimeroCorporation, the Primero Corporation Shareholders, the Primero Subsidiaries, Northgate, the Northgate Shareholders Corporation Subsidiaries and the Northgate Subsidiaries; and (ii) present and future financing opportunities for Northgate, and the Northgate Subsidiaries; Offeror as and to the extent that the same shall not prejudice any Party party hereto or the shareholders thereof. The Parties parties hereto will ensure that such planning activities do not impede the progress of the Arrangement in any material way. (b) Without limiting the generality of the foregoing Primero acknowledges that Northgate may enter into transactions (the “bump transactions”) designed to increase the tax basis in certain capital properties of Primero for purposes of the Tax Act, or other reorganization to enhance the tax efficiency of the combined corporate group, and agrees to: (i) reasonably co-operate with Northgate in order to facilitate the bump transactions or other reorganizations or transactions (the “reorganization”) which Northgate determines would be advisable to enhance the tax efficiency of the combined corporate group; and (ii) to provide such information on a timely basis and to assist in the obtaining of any such information in order to facilitate a successful completion of the bump transactions or any such other reorganizations or transactions as is reasonably requested by Northgate; provided, however, that the obligations of Primero pursuant to this subsection 7.2(b) shall be conditional on the understanding that (iii) any of such transactions or reorganizations shall not, in the opinion of Primero, acting reasonably, materially impede or materially delay the consummation of the Arrangement, (iv) any of such transactions or reorganizations shall not, in the opinion of Primero, acting reasonably, materially interfere with the ongoing operations of Primero or any Primero Subsidiary, (v) any of such transactions or reorganizations shall be consistent with and shall not require Primero or any Primero Subsidiary to contravene any applicable Laws, their respective organizational documents or any material contract, (vi) Primero and the Primero Subsidiaries shall not be obligated to take any action that would reasonably be expected to result in any Taxes being imposed on, or any adverse tax or other consequences to any such corporation or any Primero Shareholder incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any such transaction or reorganization, (vii) all elements of the transaction or reorganization shall be contingent on Northgate confirming that it is prepared to proceed immediately with the Arrangement, (viii) in the opinion of Primero, such transactions or reorganizations do no prejudice or adversely affect Primero Shareholders, and (ix) Primero, the Primero Subsidiaries and their respective officers, directors, employees, agents, advisors and representatives shall have received an indemnity, in form and substance satisfactory to Primero, acting reasonably, from Northgate from and against any and all liabilities, Taxes, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any such transactions or reorganizations. Northgate shall provide written notice to Primero of any such proposed transactions or reorganizations in reasonable detail at least 15 Business Days prior to the Effective Date. Any step or action taken by Primero or the Primero Subsidiaries in furtherance of the transactions or reorganizations contemplated by this subsection 7.2(b) shall not be considered to be a breach of any representation, warranty or covenant of Primero contained in this Agreement. If the Arrangement is not completed, Northgate shall forthwith reimburse Primero or, at Primero’s direction, one or more of the Primero Subsidiaries, for all reasonable fees and expenses (including any professional fees and expenses and Taxes ) incurred by Primero or the Primero Subsidiaries in considering or effecting the transactions or reorganizations contemplated by this subsection 7.2(b) and Northgate shall be responsible for any liabilities, fees, expenses and costs (including professional fees and expenses and Taxes) of Primero and the Primero Subsidiaries in reversing or unwinding any such transactions or reorganizations that were effected. (c) The Parties parties hereto mutually agree that if a Party party hereto proposes any other amendment or amendments to this Agreement or to the Plan of Arrangement, Primero Corporation on the one hand, and Northgate Offeror on the other hand, will act reasonably in considering such amendment and if the other of them and the securityholders shareholders thereof are not materially prejudiced by reason of any such amendment they will co-operate in a reasonable fashion with the Party party hereto proposing the amendment so that such amendment can be effected subject to applicable Laws and the rights of the Primero Corporation Shareholders. (dc) At any time not less than 15 Business Days prior to the Primero Meeting: (i) Primero Corporation and Northgate Offeror shall each be entitled to propose to the other modifications to the Arrangement in order to facilitate the tax or other planning objectives of PrimeroCorporation, Northgate Offeror and the Primero Corporation Shareholders; and (ii) Primero Corporation shall be entitled to propose to Northgate Offeror modifications to the manner in which the Primero Corporation Options and Primero Warrants are to be dealt with pursuant to this Agreement or under the Arrangement in order to take into account the tax planning or other objectives of the holders of such securities; , provided, in each case that: (iiiA) any such proposal is not likely to materially prejudice the other party or the Primero Shareholders or Primero Optionholders or Primero Warrantholders; Corporation Shareholders, (ivB) would not impede or materially delay the completion of the transactions contemplated hereby; , (vC) the Party party making the proposal has provided notice of such proposal to the other Party party not less than fifteen 15 Business Days prior to the Meeting Date; Date and (viD) implementation of the proposal would not result in a transaction that is inconsistent with the fundamental terms of this Agreement, including, without limitation, the Exchange Share RatioConsideration. Each of Primero Corporation and Northgate Offeror agree that any such modifications and any transactions or steps taken in accordance therewith shall not be considered in determining whether any representation or warranty made by them under this Agreement has been breached if such modifications, transactions and steps are the sole cause of such breach. Primero Corporation and Northgate Offeror shall enter into an amending agreement reflecting the proposed amendments to the Arrangement and this Agreement and the Plan of Arrangement shall be modified accordingly and Primero Corporation and Northgate Offeror shall each use its respective commercially reasonable efforts to communicate any such modifications to the Primero Corporation Shareholders and to ensure that any such modifications are, to the extent required under applicable Law, presented to the Primero Corporation Shareholders at the Primero Meeting.

Mutual Understanding Regarding Amendments. (a) In addition to the transactions contemplated hereby or at the request of a party hereto, the Parties hereto will continue from and after the date hereof and through and including the Effective Date to use their respective commercially reasonable efforts to maximize: (i) present and future planning opportunities for Primero, the Primero Shareholders, the Primero Subsidiaries, Northgate, the Northgate Shareholders and the Northgate Subsidiaries; and (ii) present and future financing opportunities for Northgate, and the Northgate Subsidiaries; as and to the extent that the same shall not prejudice any Party hereto or the shareholders thereof. The Parties hereto will ensure that such planning activities do not impede the progress of the Arrangement in any material way. (b) Without limiting the generality of the foregoing Primero acknowledges that Northgate may enter into transactions (the “bump transactions”) designed to increase the tax basis in certain capital properties of Primero for purposes of the Tax Act, or other reorganization to enhance the tax efficiency of the combined corporate group, and agrees to: (i) reasonably co-operate with Northgate in order to facilitate the bump transactions or other reorganizations or transactions (the “reorganization”) which Northgate determines would be advisable to enhance the tax efficiency of the combined corporate group; and (ii) to provide such information on a timely basis and to assist in the obtaining of any such information in order to facilitate a successful completion of the bump transactions or any such other reorganizations or transactions as is reasonably requested by Northgate; provided, however, that the obligations of Primero pursuant to this subsection 7.2(b) shall be conditional on the understanding that (iii) any of such transactions or reorganizations shall not, in the opinion of Primero, acting reasonably, materially impede or materially delay the consummation of the Arrangement, (iv) any of such transactions or reorganizations shall not, in the opinion of Primero, acting reasonably, materially interfere with the ongoing operations of Primero or any Primero Subsidiary, (v) any of such transactions or reorganizations shall be consistent with and shall not require Primero or any Primero Subsidiary to contravene any applicable Laws, their respective organizational documents or any material contract, (vi) Primero and the Primero Subsidiaries shall not be obligated to take any action that would reasonably be expected to result in any Taxes being imposed on, or any adverse tax or other consequences to any such corporation or any Primero Shareholder incrementally greater than the Taxes or other consequences to such party in connection with the consummation of the Arrangement in the absence of any such transaction or reorganization, (vii) all elements of the transaction or reorganization shall be contingent on Northgate confirming that it is prepared to proceed immediately with the Arrangement, (viii) in the opinion of Primero, such transactions or reorganizations do no prejudice or adversely affect Primero Shareholders, and (ix) Primero, the Primero Subsidiaries and their respective officers, directors, employees, agents, advisors and representatives shall have received an indemnity, in form and substance satisfactory to Primero, acting reasonably, from Northgate from and against any and all liabilities, Taxes, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by any of them in connection with or as a result of any such transactions or reorganizations. Northgate shall provide written notice to Primero of any such proposed transactions or reorganizations in reasonable detail at least 15 Business Days prior to the Effective Date. Any step or action taken by Primero or the Primero Subsidiaries in furtherance of the transactions or reorganizations contemplated by this subsection 7.2(b) shall not be considered to be a breach of any representation, warranty or covenant of Primero contained in this Agreement. If the Arrangement is not completed, Northgate shall forthwith reimburse Primero or, at Primero’s direction, one or more of the Primero Subsidiaries, for all reasonable fees and expenses (including any professional fees and expenses and Taxes ) incurred by Primero or the Primero Subsidiaries in considering or effecting the transactions or reorganizations contemplated by this subsection 7.2(b) and Northgate shall be responsible for any liabilities, fees, expenses and costs (including professional fees and expenses and Taxes) of Primero and the Primero Subsidiaries in reversing or unwinding any such transactions or reorganizations that were effected. (c) The Parties hereto mutually agree that if a Party hereto proposes any other amendment or amendments to this Agreement or to the Plan of Arrangement, Primero on the one hand, and Northgate on the other hand, will act reasonably in considering such amendment and if the other of them and the securityholders thereof are not materially prejudiced by reason of any such amendment they will co-operate in a reasonable fashion with the Party hereto proposing the amendment so that such amendment can be effected subject to applicable Laws and the rights of the Primero Shareholders. (d) At any time not less than 15 Business Days prior to the Primero Meeting: (i) Primero and Northgate shall each be entitled to propose to the other modifications to the Arrangement in order to facilitate the tax or other planning objectives of Primero, Northgate and the Primero Shareholders; and (ii) Primero shall be entitled to propose to Northgate modifications to the manner in which the Primero Options and Primero Warrants are to be dealt with pursuant to this Agreement or under the Arrangement in order to take into account the tax planning or other objectives of the holders of such securities; provided, in each case that: (iii) any such proposal is not likely to materially prejudice the other party or the Primero Shareholders or Primero Optionholders or Primero Warrantholders; (iv) would not impede or materially delay the completion of the transactions contemplated hereby; (v) the Party making the proposal has provided notice of such proposal to the other Party not less than fifteen Business Days prior to the Meeting Date; and (vi) implementation of the proposal would not result in a transaction atransaction that is inconsistent with the fundamental terms of this Agreement, including, without limitation, the Exchange Share Ratio. Each of Primero and Northgate agree that any such modifications and any transactions or steps taken in accordance therewith shall not be considered in determining whether any representation or warranty made by them under this Agreement has been breached if such modifications, transactions and steps are the sole cause of such breach. Primero and Northgate shall enter into an amending agreement reflecting the proposed amendments to the Arrangement and this Agreement and the Plan of Arrangement shall be modified accordingly and Primero and Northgate shall each use its respective commercially reasonable efforts to communicate any such modifications to the Primero Shareholders and to ensure that any such modifications are, to the extent required under applicable Law, presented to the Primero Shareholders at the Primero Meeting.