Common use of Satisfaction of Conditions Clause in Contracts

Satisfaction of Conditions. Subject to section 6.1, Primero shall use commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero or any of the Primero Subsidiaries under any applicable Laws or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on Primero; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by Primero; and (vii) cooperate with Northgate in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.16.3, Primero Northgate shall use commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for approval of the Arrangement Northgate Shareholders with respect to the Northgate Resolution in accordance with the provisions provision of the BCBCA, the Interim Order TSX rules and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Northgate or any of the Primero Northgate Subsidiaries under any applicable Laws or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement hereby or have a Material Adverse Effect on PrimeroNorthgate; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any cause the issuance of the material contractsNorthgate Shares and Northgate Exchange Options pursuant to the Arrangement to be exempted from registration under the 1933 Act pursuant to section 3(a)(10) thereof; (vi) cause the Northgate Shares to be issued pursuant to the Arrangement to be listed on the TSX and NYSE Amex and the Northgate Shares issuable pursuant to section 4.4 and section 4.5 of this Agreement to be approved for listing on the TSX and NYSE Amex upon issuance; (vii) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by Primero; it, and (viiviii) cooperate with Northgate Primero in connection with the performance by it Primero of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Northgate to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero Purchaser shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this AgreementArrangement, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero or any of the Primero Subsidiaries Purchaser under any applicable Laws or from any Governmental Entity that which would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroArrangement; (iiiii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it Purchaser in connection with the transactions contemplated by this Agreement Arrangement and participate and appear in any proceedings of of, any Party hereto before any Governmental Entity; (iviii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby Arrangement, or seeking to stop, or otherwise adversely affecting the ability of the Parties hereto to consummate, the transactions contemplated herebyArrangement; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (viiv) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroPurchaser; and (viiv) cooperate with Northgate Vitran in connection with the performance by it of its obligations hereunder, provided however provided, however, that other than as set out in this Agreement, the foregoing shall not be construed to obligate Primero Purchaser to pay or cause to be paid any monies or to cause any liability to be incurred to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero Vitran shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions Arrangement and the other Transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; all consents (ii) obtain all other consentsincluding Key Third Party Consents), approvals and authorizations as are required to be obtained by Primero Vitran or any of the Primero Vitran Subsidiaries under any applicable Laws or from any Governmental Entity that which would, if not obtained, materially impede the completion of the transactions Arrangement and the other Transactions contemplated by this Agreement herein or have a Material Adverse Effect on PrimeroEffect; (iiiii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it Vitran or any of the Vitran Subsidiaries in connection with the transactions contemplated by this Agreement Arrangement and participate and appear in any proceedings of any Party hereto before any Governmental Entity; (iviii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby Arrangement or seeking to stop, or otherwise adversely affecting the ability of the Parties hereto to consummate, the transactions contemplated herebyArrangement; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (viiv) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by Primero; andVitran; (viiv) cooperate with Northgate Purchaser in connection with the performance by it of its obligations hereunder, provided however provided, however, that other than as set out in this Agreement, the foregoing shall not be construed to obligate Primero Vitran to pay or cause to be paid any monies or to cause any liability to be incurred to cause such performance to occur; and (vi) file the definitive Vitran Proxy Statement with the SEC.

Satisfaction of Conditions. Subject to section 6.1Unless and until this Agreement is terminated in accordance with subsection 17(a), Primero shall Gold Fields will use its commercially reasonable efforts to satisfy, satisfy or cause to be satisfied, satisfied all of the conditions precedent to its obligations to the extent that completion of the same is within its control Transaction at or before the Escrow Time and to will take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this AgreementTransaction, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order make all notifications and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero or any of the Primero Subsidiaries Gold Fields Group Company under any applicable Laws Law or from any Governmental Entity that governmental entity or authority which would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement Transaction or have a Material Adverse Effect material adverse effect on Primerothe Acquired Companies; (iiiii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities any governmental entities or authorities required to be effected by it them in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto before any Governmental EntityTransaction; (iviii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby Transaction or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummatecomplete, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroTransaction; and (viiiv) cooperate co-operate with Northgate IAMGOLD in connection with the performance by it IAMGOLD of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero to pay including cooperating with IAMGOLD in applying for and obtaining, or cause causing to be paid any monies to cause such performance to occurapplied for and obtained, all consents, orders and approvals required by IAMGOLD in connection with the completion of the Transaction.

Satisfaction of Conditions. Subject to section 6.1, Primero Richmont shall use commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is are within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for approval of the Richmont Shareholders with respect to the Arrangement Resolution in accordance with the provisions of the BCBCAQBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Richmont or any of the Primero Richmont Subsidiaries under any applicable Laws or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroRichmont, including the Competition Act Approval; (iii) effect all necessary registrations, filings and submissions of information requested required by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party hereto before any Governmental EntityEntity in connection with the transactions contemplated by this Agreement, including the Competition Act Approval; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby by this Agreement or seeking to stop, or otherwise adversely affecting the ability of the Parties hereto to consummate, the transactions contemplated hereby; (v) cause the issuance of the Alamos Shares pursuant to the Arrangement to be exempt from the registration requirements of the 1933 Act pursuant to the Section 3(a)(10) Exemption and in compliance with all applicable U.S. state securities laws; (vi) obtain all third party consents consents, waivers and approvals and give any notices required under any of the material contractscontracts to which Richmont or any of the Richmont Subsidiaries is a party or their respective assets are bound; (vivii) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroRichmont; (viii) acting reasonably and in good faith, negotiate and document final versions of all agreements, certificates or instruments contemplated by this Agreement on the terms and conditions set forth in this Agreement; and (viiix) cooperate with Northgate Alamos in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Richmont to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero Peak shall use all commercially reasonable best efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable best efforts to: (i) obtain the Primero Peak Shareholder Approval approval for the BC Arrangement in accordance with the provisions of the BCBCA, the BC Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Peak or any of the Primero Peak Subsidiaries under any applicable Laws Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroPeak; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the BC Plan of Arrangement required to be fulfilled or satisfied by PrimeroPeak; and (viivi) cooperate with Northgate New Gold and Metallica in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Peak to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.16.01 hereof, Primero Yamana shall use all commercially reasonable best efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable best efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Yamana or any of the Primero Yamana Material Subsidiaries under any applicable Laws Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement hereby or have a Material Adverse Effect on PrimeroYamana; (iiiii) effect all necessary registrations, filings filings, advisory requests and submissions of information requested by Governmental Entities required to be effected by it in connection with order to complete the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party party hereto before any Governmental Entity; (iviii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (viiv) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by Primero; andit; (viiv) cooperate with Northgate Northern Orion in connection with the performance by it Northern Orion of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Yamana to pay or cause to be paid any monies to cause such performance to occur; and (vi) reserve a sufficient number of Yamana Shares for issuance upon the completion of the Arrangement.

Satisfaction of Conditions. Subject to section 6.1, Primero New Gold shall use all commercially reasonable best efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable best efforts to: (i) obtain the Primero New Gold Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero New Gold or any of the Primero New Gold Material Subsidiaries under any applicable Laws Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroNew Gold; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto party before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties parties to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroNew Gold; and (viivi) cooperate with Northgate Western in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero New Gold to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero Metallica shall use all commercially reasonable best efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable best efforts to: (i) obtain the Primero Metallica Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCACBCA, the CBCA Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Metallica or any of the Primero Metallica Subsidiaries under any applicable Laws Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroMetallica; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the CBCA Plan of Arrangement required to be fulfilled or satisfied by PrimeroMetallica; and (viivi) cooperate with Northgate New Gold and Peak in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Metallica to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero Western shall use all commercially reasonable best efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable best efforts to: (i) obtain the Primero Western Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCAOBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Western or any of the Primero Western Subsidiaries under any applicable Laws Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroWestern; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto party before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties parties to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroWestern; and (viivi) cooperate with Northgate New Gold in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Western to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero Northgate shall use commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using commercially reasonable efforts to: (i) obtain the Primero Northgate Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Northgate or any of the Primero Northgate Subsidiaries under any applicable Laws or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroNorthgate; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroNorthgate; and (vii) cooperate with Northgate AuRico in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Northgate to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1the terms of this Arrangement Agreement, Primero XxXxxx Mining shall use commercially reasonable efforts to satisfyefforts, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and control, to take, take or cause to be taken, taken all other action actions and to do, do or cause to be done, done all other things necessary, proper or advisable under all applicable Laws to complete the Arrangement and other transactions contemplated by this Arrangement Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero XxXxxx Mining or any of the Primero XxXxxx Mining Subsidiaries under any applicable Laws Law or from any Governmental Entity that wouldor other Person, if not obtained, materially impede to complete the completion of the Arrangement and any other transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroArrangement Agreement; (ii) make all necessary filings and applications under all applicable Laws required to be made by XxXxxx Mining and other transactions contemplated by this Arrangement Agreement; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the Arrangement Agreement or any other transactions contemplated hereby by this Arrangement Agreement or seeking to stop, or otherwise adversely affecting the ability of the Parties hereto to consummatecomplete, the Arrangement or any other transactions contemplated herebyby this Arrangement Agreement; (iv) fulfill all conditions of this Arrangement Agreement required to be fulfilled by XxXxxx Mining; and (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by Primero; and (vii) cooperate with Northgate Lexam VG Gold in connection with the performance by it Lexam VG Gold of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero to pay or cause to be paid any monies to cause such performance to occurunder this Arrangement Agreement.

Satisfaction of Conditions. Subject Genco shall, and shall cause the Genco Material Subsidiaries to section 6.1, Primero shall use all commercially reasonable best efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations hereunder to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using their commercially reasonable best efforts to: (i) subject to §6.4 and §6.5, obtain the Primero Shareholder Approval approval of Genco Shareholders for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Genco or any of the Primero Genco Material Subsidiaries under any applicable Laws Law or from any Governmental Entity that which would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement hereby or have a Material Adverse Change or Effect on PrimeroGenco; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it them in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by Primerothem; and (viivi) cooperate with Northgate Silvermex in connection with the performance by it Silvermex of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Genco to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero New Gold shall use all commercially reasonable best efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable best efforts to: (i) obtain the Primero New Gold Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authorityApproval; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero or any of the Primero Subsidiaries New Gold under any applicable Laws Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroNew Gold; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroNew Gold; and (viivi) cooperate with Northgate Peak and Metallica in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero New Gold to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero EFI shall use commercially its reasonable commercial efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its reasonable control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this AgreementArrangement, including using commercially its reasonable commercial efforts to: (i) obtain the Primero EFI Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order OBCA and the requirements of the TSX and any other applicable regulatory authorityGovernmental Authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero or any of the Primero Subsidiaries EFI under any applicable Laws Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement Arrangement or have a Material Adverse Effect on PrimeroEFI; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement Arrangement and participate and appear in any proceedings of any Party hereto party before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby Arrangement or seeking to stop, or otherwise adversely affecting the ability of the Parties parties to consummate, the transactions contemplated herebyArrangement; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroEFI; and (viivi) cooperate with Northgate Xxxxxxx in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero EFI to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject Except as expressly contemplated in this Agreement and subject to section 6.1the specific obligations contained in Section 4.3, Primero Anandia shall use commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this AgreementTransaction, including using commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for approval of the Anandia Securityholders with respect to the Anandia Arrangement Resolution in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Anandia or any of the Primero Anandia Subsidiaries under any applicable Laws or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement Transaction or have a Material Adverse Effect on Primerowith respect to Anandia; (iii) effect all necessary registrations, filings and submissions of information requested required by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement Transaction and participate participate, and appear in any proceedings of of, any Party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, Agreement or the transactions contemplated hereby Transaction or seeking to stop, or otherwise adversely affecting the ability of the Parties hereto to consummate, the transactions contemplated hereby; (v) cause the issuance of the Replacement Securities pursuant to the Arrangement to be exempt from the registration requirements of (A) the 1933 Act under the Section 3(a)(10) Exemption, and (B) all applicable state “blue sky” or securities laws under such exemptions as may be available; (vi) obtain all third party consents consents, waivers and approvals and give any notices required under any of the material contractsMaterial Contracts to which Anandia or any of the Anandia Subsidiaries is a party or its or their respective assets are bound; (vivii) assist Aurora as reasonably required to enable Aurora to cause the Aurora Shares to be issued pursuant to the Arrangement to be listed on the TSX; (viii) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroAnandia; (ix) acting reasonably and in good faith, negotiate and document final versions of all agreements, certificates or instruments contemplated by this Agreement on the terms and conditions set forth in this Agreement; and (viix) cooperate with Northgate Aurora in connection with the performance by it Aurora of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Anandia to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.16.3, Primero AuRico shall use commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for approval of the Arrangement AuRico Shareholders with respect to the AuRico Resolution in accordance with the provisions provision of the BCBCA, the Interim Order TSX rules and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero AuRico or any of the Primero AuRico Subsidiaries under any applicable Laws or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement hereby or have a Material Adverse Effect on PrimeroAuRico; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any cause the issuance of the material contractsAuRico Shares and AuRico Exchange Options pursuant to the Arrangement to be exempted from registration under the 1933 Act pursuant to Section 3(a)(10) thereof and all applicable state securities laws in reliance upon similar exemptions; (vi) cause the AuRico Shares to be issued pursuant to the Arrangement to be listed on the TSX and NYSE, the AuRico Shares issuable pursuant to section 4.4 of this Agreement and the AuRico Convertible Note Shares to be approved for listing on the TSX and NYSE upon issuance; (vii) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by Primero; it, and (viiviii) cooperate with Northgate in connection with the performance by it Northgate of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero AuRico to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject Except as expressly contemplated in this Agreement and subject to section 6.1the specific obligations contained in Section 4.3, Primero Aurora shall use commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this AgreementTransaction, including using commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Aurora or any of the Primero Subsidiaries Aurora Group under any applicable Laws or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement Transaction or have a Material Adverse Effect on Primerowith respect to Aurora; (iiiii) effect all necessary registrations, filings and submissions of information requested required by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement Transaction and participate participate, and appear in any proceedings of of, any Party hereto before any Governmental Entity; (iviii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, Agreement or the transactions contemplated hereby Transaction or seeking to stop, or otherwise adversely affecting the ability of the Parties hereto to consummate, the transactions contemplated hereby; (viv) obtain all third party consents consents, waivers and approvals and give any notices required under any of the material contractsMaterial Contracts to which Aurora or any of the Aurora Group is a party or its or their respective assets are bound; (v) cause the Aurora Shares to be issued pursuant to the Arrangement to be listed on the TSX and the Aurora Shares issuable pursuant to exercise or conversion of any of the Replacement Securities to be approved for listing on the TSX upon issuance; (vi) at or prior to the Effective Time, allot and reserve for issuance a sufficient number of Aurora Shares to meet the obligations of Aurora under the Plan of Arrangement; (vii) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroAurora; (viii) acting reasonably and in good faith, negotiate and document final versions of all agreements, certificates or instruments contemplated by this Agreement on the terms and conditions set forth in this Agreement; and (viiix) cooperate with Northgate Anandia in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Aurora to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.16.02 hereof, Primero Northern Orion shall use all commercially reasonable best efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable best efforts to: (i) obtain the Primero Shareholder Approval approval of Northern Orion Shareholders for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Northern Orion or any of the Primero Subsidiaries Northern Orion Subsidiaries, under any applicable Laws Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroNorthern Orion; (iii) effect all necessary registrations, filings filings, advisory requests and submissions of information requested by Governmental Entities required to be effected by it in connection with order to complete the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroNorthern Orion; and (viivi) cooperate with Northgate Yamana in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Northern Orion to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero Chantrell shall use commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Arrangement Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and approvals, authorizations as are required to be obtained by Primero or any of the Primero Subsidiaries Chantrell under any applicable Laws Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement hereby or have a Material Adverse Effect on PrimeroChantrell; (iiiii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Arrangement Agreement and participate participate, and appear in any proceedings of of, any Party hereto before any Governmental EntityEntity in connection with the transactions contemplated by this Arrangement Agreement; (iviii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Arrangement Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated hereby, including by entering into a consent agreement if necessary; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (viiv) fulfill all conditions and satisfy all provisions of this Arrangement Agreement and the Plan of Arrangement required to be fulfilled or satisfied by Primeroit; and (viiv) cooperate co-operate with Northgate Alexandria in connection with the performance by it Alexandria of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero Telferscot shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Telferscot Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, CSE and the Interim Order CBCA and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero or any of the Primero Subsidiaries Telferscot under any applicable Laws or from any Governmental Entity or Security Authority that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroTelferscot; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities or Securities Authorities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, Agreement or the transactions contemplated hereby or seeking to stopenjoin or delay, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated hereby, subject to the Telferscot Board determining in good faith after receiving advice from outside legal counsel (which may include written opinions or advice) that taking such action would be inconsistent with the fiduciary duties of such directors under applicable Laws, and provided that, immediately upon receipt of such advice, Telferscot advises Canntab in writing that it has received such advice and provides written details thereof to Canntab; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroTelferscot; and (viivi) cooperate co-operate with Northgate Canntab in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Telferscot to pay or cause to be paid any monies to cause such performance to occur, other than as contemplated in this Agreement.

Satisfaction of Conditions. Subject to section 6.1, Primero Alamos shall use commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for approval of the Arrangement Alamos Shareholders with respect to the Alamos Resolution in accordance with the provisions of the BCBCA, the OBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Alamos or any of the Primero Alamos Subsidiaries under any applicable Laws or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroAlamos, including the Competition Act Approval and Mexican Regulatory Approval; (iii) effect all necessary registrations, filings and submissions of information requested required by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party hereto before any Governmental Entity, including the Competition Act Approval and Mexican Regulatory Approval; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby by this Agreement or seeking to stop, or otherwise adversely affecting the ability of the Parties hereto to consummate, the transactions contemplated hereby; (v) cause the issuance of the 3(a)(10) Securities pursuant to the Arrangement to be exempt from the registration requirements of the 1933 Act pursuant to the Section 3(a)(10) Exemption and all applicable state securities laws in reliance upon similar exemptions; (vi) obtain all third party consents consents, waivers and approvals and give any notices required under any of the material contractscontracts to which Alamos or any of the Alamos Subsidiaries is a party or its or their respective assets are bound; (vivii) cause the Class A Shares to be issued pursuant to the Arrangement to be listed on the TSX and NYSE; (viii) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroAlamos; (ix) acting reasonably and in good faith, negotiate and document final versions of all agreements, certificates or instruments contemplated by this Agreement (including the New AuRico Indemnity, the Non-Solicitation Agreement and the Standstill Agreement) on the terms and conditions set forth in this Agreement; and (viix) cooperate with Northgate AuRico in connection with the performance by it AuRico of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Alamos to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero Yamana shall use commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authorityCompetition Act Approval; (ii) obtain all other consents, approvals and approvals, authorizations as are required to be obtained by Primero or any of the Primero Subsidiaries Yamana under any applicable Laws Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement hereby or have a Material Adverse Effect on PrimeroYamana; (iii) as soon as reasonably practicable, and in any event within ten (10) Business Days from the date hereof, file a request for an Advance Ruling Certificate under the Competition Act and, unless otherwise agreed with Corporation, file notice under section 114 of the Competition Act, as soon as reasonably practicable, and in any event within fifteen (15) Business Days from the date hereof; (iv) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party hereto before any Governmental EntityEntity in connection with the transactions contemplated by this Agreement; (ivv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts, including by entering into a consent agreement if necessary; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by Primeroit; and (vii) cooperate with Northgate Corporation in connection with the performance by it Corporation of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero Xxxxxxxxx shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by Transaction subject to the terms of this Agreement, including using its commercially reasonable efforts to: (i) cause GC Global Capital Xxxx.xx obtain the Primero Shareholder Approval approval for the Arrangement Amalgamation in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authorityTSXV; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero or any of the Primero Subsidiaries Bradstone under any applicable Laws or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement Transaction or have a Material Adverse Effect on PrimeroEffect; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement Transaction and participate and appear in any proceedings of any Party hereto before any Governmental Entity; (iv) obtain all third party consents and approvals and give any notices required under any of the material contracts; (v) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby Transaction or seeking to stop, or otherwise adversely affecting the ability of Bradstone to consummate the Parties to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contractsTransaction; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroXxxxxxxxx; and (vii) cooperate co-operate with Northgate HPB in connection with the performance by it HPB of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Bradstone to pay or cause to be paid any monies or incur any Liability to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero Xxxxx shall use all commercially reasonable best efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable best efforts to: (i) obtain the Primero Shareholder Approval approval of Xxxxx Shareholders for the Arrangement in accordance with Applicable Laws, the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero or any of the Primero Subsidiaries Xxxxx under any applicable Laws Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroXxxxx; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any related proceedings of any Party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroXxxxx; and (viivi) cooperate with Northgate Hawthorne and Hawthorne Subco in connection with the performance by it each of its them of their respective obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Xxxxx to pay or cause to be paid any monies or incur any material obligations to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.16.01 hereof, Primero Goldcorp shall use all commercially reasonable best efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable best efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Goldcorp or any of the Primero Goldcorp Material Subsidiaries under any applicable Laws Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement hereby or have a Material Adverse Effect on PrimeroGoldcorp; (iiiii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party party hereto before any Governmental Entity; (iviii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (viiv) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by Primeroit; and (viiv) cooperate with Northgate Glamis in connection with the performance by it Glamis of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Goldcorp to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1paragraph 15 hereof, Primero Bema shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authorityBema Required Vote; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Bema or any of the Primero Subsidiaries Bema Group Companies under any applicable Laws or from any Governmental Entity that which would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement herein or have a Material Adverse Effect on PrimeroBema; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it Bema or any of the Bema Group Companies in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroBema; and (viivi) cooperate with Northgate Kinross in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Bema to pay or cause to be paid any monies or to cause any liability to be incurred to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero Madison shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Madison Shareholder Approval for the Arrangement in accordance with the provisions policies of the BCBCA, the Interim Order and the requirements of any applicable regulatory authorityTSXV; (ii) effect a consolidation of Madison Common Shares on a four for one basis prior to the Share Exchange; (iii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Madison or any of the Primero Subsidiaries its Subsidiary under any applicable Laws or from any Governmental Entity or under the rules or policies of the TSXV that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroMadison; (iiiiv) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party hereto before any Governmental Entity; (ivv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stopenjoin or delay, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby; , subject to the Madison Board determining in good faith after receiving advice from outside legal counsel (vwhich may include written opinions or advice) obtain all third party consents that taking such action would be inconsistent with the fiduciary duties of such directors under applicable Laws, and approvals provided that, immediately upon receipt of such advice, Madison advises BMG in writing that it has received such advice and give any notices required under any of the material contractsprovides written details thereof to BMG; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement Share Exchange required to be fulfilled or satisfied by PrimeroMadison; and (vii) cooperate co-operate with Northgate BMG in connection with the performance by it BMG of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Madison to pay or cause to be paid any monies to cause such performance to occur, other than as contemplated in this Agreement.

Satisfaction of Conditions. Subject to section 6.1, Primero BMG shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero BMG or any Subsidiary of the Primero Subsidiaries BMG under any applicable Laws or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroBMG; (iiiii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto before any Governmental Entity; (iviii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stopenjoin or delay, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby, subject to the BMG Board determining in good faith after receiving advice from outside legal counsel (which may include written opinions or advice) that taking such action would be inconsistent with the fiduciary duties of such directors under applicable Laws, and provided that, immediately upon receipt of such advice, BMG advises Madison in writing that it has received such advice and provides written details thereof to Madison; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (viiv) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement Share Exchange required to be fulfilled or satisfied by PrimeroBMG; and (viiv) cooperate co-operate with Northgate Madison in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero BMG to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1Argonaut shall, Primero and shall cause the Argonaut Subsidiaries to, use commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control control, subject to the terms and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreementconditions hereof, including using commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for approval of the Argonaut Shareholders with respect to the Arrangement Resolution in accordance with the provisions of the BCBCAOBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Argonaut or any of the Primero Argonaut Subsidiaries under any applicable Laws or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroArgonaut, including the Required Regulatory Approvals; (iii) effect all necessary registrations, filings and submissions of information requested required by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party hereto before any Governmental EntityEntity in connection with the transactions contemplated by this Agreement, including the Required Regulatory Approvals; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby by this Agreement or seeking to stop, or otherwise adversely affecting the ability of the Parties hereto to consummate, the transactions contemplated hereby; (v) cause the issuance of the 3(a)(10) Securities pursuant to the Arrangement to be exempt from the registration requirements of the 1933 Act pursuant to the Section 3(a)(10) Exemption and all applicable state securities laws in reliance upon similar exemptions; (vi) obtain all third third-party consents consents, waivers and approvals and give any notices required under any of the material contractscontracts to which Argonaut or any of the Argonaut Subsidiaries is a party or its assets are bound, including any consents, waivers, permits, orders or approvals required by the Argonaut Loan Facilities; (vivii) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroArgonaut or the Argonaut Subsidiaries; (viii) acting reasonably and in good faith, negotiate and document final versions of all agreements, certificates or instruments contemplated by this Agreement on the terms and conditions set forth in this Agreement; and (viiix) cooperate with Northgate Alamos in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Argonaut or the Argonaut Subsidiaries to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject Except as expressly contemplated in this Agreement and subject to section 6.1the specific obligations contained in Section 4.3, Primero Aurora shall use commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this AgreementTransaction, including using commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Aurora or any of the Primero Aurora Subsidiaries under any applicable Laws or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement Transaction or have a Material Adverse Effect on Primerowith respect to Aurora; (ii) obtain all consents and approvals as are required to be obtained from Aurora’s lenders under the Aurora Credit Agreement in compliance with the terms thereof in order to complete the Arrangement; (iii) effect all necessary registrations, filings and submissions of information requested required by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement Transaction and participate participate, and appear in any proceedings of of, any Party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, Agreement or the transactions contemplated hereby Transaction or seeking to stop, or otherwise adversely affecting the ability of the Parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents cause the Aurora Shares to be issued pursuant to the Arrangement to be listed on the TSX and approvals and give any notices required under the Aurora Shares issuable pursuant to exercise or conversion of any of the material contractsICC Compensation Options or the ICC Warrants to be approved for listing on the TSX upon issuance; (vi) at or prior to the Effective Time, allot and reserve for issuance a sufficient number of Aurora Shares to meet the obligations of Aurora under the Plan of Arrangement; (vii) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroAurora; (viii) acting reasonably and in good faith, negotiate and document final versions of all agreements, certificates or instruments contemplated by this Agreement on the terms and conditions set forth in this Agreement; and (viiix) cooperate with Northgate ICC in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Aurora to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero Karoo shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Karoo or any of the Primero Karoo Subsidiaries under any applicable Laws or from any Governmental Entity or under the rules or policies of the TSXV that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroKaroo; (iiiii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party hereto before any Governmental Entity; (iviii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stopenjoin or delay, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby, subject to the Karoo Board determining in good faith after receiving advice from outside legal counsel (which may include written opinions or advice) that taking such action would be inconsistent with the fiduciary duties of such directors under applicable Laws, and provided that, immediately upon receipt of such advice, Karoo advises Bruin Point in writing that it has received such advice and provides written details thereof to Bruin Point; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (viiv) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement Amalgamation required to be fulfilled or satisfied by PrimeroKaroo; and (viiv) cooperate co-operate with Northgate Bruin Point in connection with the performance by it Bruin Point of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Karoo to pay or cause to be paid any monies to cause such performance to occur, other than as contemplated in this Agreement.

Satisfaction of Conditions. Subject to section 6.1, Primero Corporation shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for approval of Corporation Shareholders of the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Corporation or any of the Primero Subsidiaries Corporation Subsidiary under any applicable Laws Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroCorporation; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroCorporation; and (viivi) cooperate with Northgate Offeror in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Corporation to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject Silvermex shall, and shall cause the Silvermex Material Subsidiaries to section 6.1, Primero shall use all commercially reasonable best efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations hereunder to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using their commercially reasonable best efforts to: (i) subject to §6.1 and §6.2, obtain the Primero Shareholder Approval approval of Silvermex Shareholders for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Silvermex or any of the Primero Silvermex Material Subsidiaries under any applicable Laws Law or from any Governmental Entity that which would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement hereby or have a Material Adverse Change or Effect on PrimeroSilvermex; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it them in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by Primerothem; and (viivi) cooperate with Northgate Genco in connection with the performance by it Xxxxx of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Silvermex to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1Cappex shall, Primero and shall cause its Subsidiaries to, use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Applicable Laws to complete the Amalgamation and the other transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Cappex Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authorityApproval; (ii) obtain all Regulatory Approvals and other consents, approvals and authorizations as are required to be obtained by Primero Cappex or any of the Primero Subsidiaries its Subsidiary under any applicable Laws Applicable Law or from any Governmental Entity that which would, if not obtained, materially impede the completion of the Amalgamation and the other transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroCappex or its Subsidiary on a consolidated basis; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Amalgamation and the other transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto before any Governmental Entity;Entity;‌ (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the Amalgamation Agreement or the Amalgamation and the other transactions contemplated hereby by this Agreement or seeking to stop, or otherwise adversely affecting the ability of the Parties hereto to consummate, the Amalgamation and the other transactions contemplated herebyby this Agreement; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement Amalgamation Agreement required to be fulfilled or satisfied by PrimeroCappex or its Subsidiary; (vi) prepare the Alta Victoria Technical Report in material compliance with the requirements of NI 43-101;‌ (vii) prepare financial statements for Cappex as required by Exchange policies and Applicable Laws; and (viiviii) cooperate with Northgate Lido in connection with the performance by it Lido of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero IMA shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero IMA or any of the Primero IMA Subsidiaries under any applicable Laws Law or from any Governmental Entity or under the rules or policies of the TSXV or AMEX that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement hereby or have a Material Adverse Effect on PrimeroIMA; (iiiii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party party hereto before any Governmental Entity; (iviii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (viiv) fulfill all conditions and satisfy all provisions of this Agreement and the Plan Plans of Arrangement required to be fulfilled or satisfied by Primero; it, and (viiv) cooperate with Northgate Kobex and Barytex in connection with the performance by it Kobex and Barytex of its their obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero IMA to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero DDi shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this AgreementArrangement, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero or any of the Primero Subsidiaries DDi under any applicable Laws or from any Governmental Entity that which would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroArrangement; (iiiii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it DDi in connection with the transactions contemplated by this Agreement Arrangement and participate and appear in any proceedings of of, any Party party hereto before any Governmental Entity; (iviii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby Arrangement, or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated herebyArrangement; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (viiv) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroDDi; and (viiv) cooperate with Northgate Coretec in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero DDi to pay or cause to be paid any monies or to cause any liability to be incurred to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero GW shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations and the obligations of FN hereunder set forth in Article Seven hereof to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero GW Shareholder Approval for the Arrangement Arrangement, subject to the proviso set forth in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authoritySection 8.01(a) hereof; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero or any of the Primero Subsidiaries GW under any applicable Laws Law or from any Governmental Entity that or third party which would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroGW; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroGW; and (viivi) cooperate with Northgate FN in connection with the performance by it FN of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero Xxxx shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement shareholder approval from Newco in accordance with the provisions policies of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Xxxx or any of the Primero Subsidiaries Newco under any applicable Laws or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroXxxx; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stopenjoin or delay, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby, subject to the Xxxx Board determining in good faith after receiving advice from outside legal counsel (which may include written opinions or advice) that taking such action would be inconsistent with the fiduciary duties of such directors under applicable Laws, and provided that, immediately upon receipt of such advice, Xxxx advises Eco Endeavors in writing that it has received such advice and provides written details thereof to Eco Endeavors; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement Amalgamation required to be fulfilled or satisfied by PrimeroXxxx; and (viivi) cooperate co-operate with Northgate Eco Endeavors in connection with the performance by it Eco Endeavors of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Xxxx to pay or cause to be paid any monies to cause such performance to occur, other than as contemplated in this Agreement.

Satisfaction of Conditions. Subject to section 6.1, Primero Gold Eagle shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for approval of Gold Eagle Shareholders of the Arrangement in accordance with the provisions of the BCBCAOBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Gold Eagle or any of the Primero Subsidiaries Gold Eagle Subsidiary under any applicable Laws Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroGold Eagle; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroGold Eagle; and (viivi) cooperate with Northgate Goldcorp in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Gold Eagle to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1Section 7.2 hereof, Primero Bema shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authorityBema Required Vote; (ii) obtain the regulatory approvals set out in the Bema Disclosure Letter and all other consents, approvals and authorizations as are required to be obtained by Primero Bema or any of the Primero Subsidiaries Bema Group Companies under any applicable Laws or from any Governmental Entity that which would, if not obtained, materially impede the completion of the Arrangement and the transactions contemplated by this Agreement herein or have a Material Adverse Effect on PrimeroBema; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it Bema or any of the Bema Group Companies in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroBema; and (viivi) cooperate with Northgate Kinross in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Bema to pay or cause to be paid any monies or to cause any liability to be incurred to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1the terms of this Arrangement Agreement, Primero Alexandria shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Arrangement Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for approval of the Alexandria Shareholders to the Arrangement in accordance with the provisions of the BCBCACBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero or any of the Primero Subsidiaries Alexandria under any applicable Laws Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Arrangement Agreement or have a Material Adverse Effect on PrimeroAlexandria; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Arrangement Agreement and participate participate, and appear in any proceedings of of, any Party hereto before any Governmental EntityEntity in connection with the transactions contemplated by this Arrangement Agreement; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Arrangement Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated herebyhereby including entering into a consent agreement if necessary; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Arrangement Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroAlexandria; and (viivi) cooperate with Northgate Chantrell in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Alexandria to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero Purchaser shall use commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Arrangement Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and approvals, authorizations as are required to be obtained by Primero or any of the Primero Subsidiaries Purchaser under any applicable Laws Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement hereby or have a Material Adverse Effect on PrimeroPurchaser; (ii) as soon as reasonably practicable, and in any event within fifteen Business Days from the date hereof, file a request for an Advance Ruling Certificate under the Competition Act, if a notice under section 114 of the Competition Act is required; and, unless otherwise agreed with FCGI, file any such required notice under section 114 of the Competition Act, as soon as reasonably practicable, and in any event within fifteen Business Days from the date hereof; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Arrangement Agreement and participate participate, and appear in any proceedings of of, any Party hereto before any Governmental EntityEntity in connection with the transactions contemplated by this Arrangement Agreement; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Arrangement Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated hereby, including by entering into a consent agreement if necessary; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Arrangement Agreement and the Plan of Arrangement required to be fulfilled or satisfied by Primeroit; and (viivi) cooperate with Northgate FCGI in connection with the performance by it FCGI of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero Carlisle shall use commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for approval of the Carlisle Shareholders with respect to the Arrangement Resolution in accordance with the provisions of the BCBCAOBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero or any of the Primero Subsidiaries Carlisle under any applicable Laws or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroCarlisle; (iii) effect all necessary registrations, filings and submissions of information requested required by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party hereto before any Governmental EntityEntity in connection with the transactions contemplated by this Agreement; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby by this Agreement or seeking to stop, or otherwise adversely affecting the ability of the Parties hereto to consummate, the transactions contemplated hereby; (v) cause the issuance of the 3(a)(10) Securities pursuant to the Arrangement to be exempt from the registration requirements of the 1933 Act pursuant to the Section 3(a)(10) Exemption and all applicable state securities laws in reliance upon similar exemptions; (vi) obtain all third party consents consents, waivers and approvals and give any notices required under any of the material contractscontracts to which Carlisle is a party or its assets are bound; (vivii) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroCarlisle; (viii) acting reasonably and in good faith, negotiate and document final versions of all agreements, certificates or instruments contemplated by this Agreement on the terms and conditions set forth in this Agreement; and (viiix) cooperate with Northgate Alamos in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Carlisle to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero Bravura shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Bravura Shareholder Approval for the Arrangement in accordance with the provisions policies of the BCBCA, the Interim Order and the requirements of any applicable regulatory authorityTSXV; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Bravura or any of the Primero Subsidiaries its Subsidiary under any applicable Laws or from any Governmental Entity or under the rules or policies of the TSXV that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroBravura; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stopenjoin or delay, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby, subject to the Bravura Board determining in good faith after receiving advice from outside legal counsel (which may include written opinions or advice) that taking such action would be inconsistent with the fiduciary duties of such directors under applicable Laws, and provided that, immediately upon receipt of such advice, Bravura advises RedLion in writing that it has received such advice and provides written details thereof to RedLion; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement Amalgamation required to be fulfilled or satisfied by PrimeroBravura; and (viivi) cooperate co-operate with Northgate RedLion in connection with the performance by it RedLion of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Bravura to pay or cause to be paid any monies to cause such performance to occur, other than as contemplated in this Agreement.

Satisfaction of Conditions. Subject to section 6.1, Primero Bruin Point shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to:to:‌ (i) obtain the Primero Bruin Point Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order BCBCA and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Bruin Point or any of the Primero Subsidiaries Bruin Point Subsidiary under any applicable Laws or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroBruin Point; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stopenjoin or delay, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby;, subject to the Bruin Point Board determining in good faith after receiving advice from outside legal counsel (which may include written opinions or advice) that taking such action would be inconsistent with the fiduciary duties of such directors under applicable Laws, and provided that, immediately upon receipt of such advice, Bruin Point advises Karoo in writing that it has received such advice and provides written details thereof to Karoo;‌ (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement Amalgamation required to be fulfilled or satisfied by Primero; andBruin Point; (viivi) cooperate co-operate with Northgate Karoo in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Bruin Point to pay or cause to be paid any monies to cause such performance to occur., other than as contemplated in this Agreement; and‌ (vii) complete the Bruin Point Financing prior to the Effective Date;

Satisfaction of Conditions. Subject to section 6.1§6.1 hereof, Primero Hawthorne and Hawthorne Subco shall use all commercially reasonable best efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its their obligations to the extent that the same is within its their control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Applicable Laws to complete the transactions contemplated by this Agreement, including using their commercially reasonable best efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Hawthorne or any of the Primero Hawthorne Subsidiaries under any applicable Laws Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement hereby or have a Material Adverse Effect on PrimeroHawthorne; (iiiii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it them in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party hereto before any Governmental Entity; (iviii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (viiv) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by Primerothem; and (viiv) cooperate with Northgate Xxxxx in connection with the performance by it Xxxxx of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Hawthorne to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero Silver Quest shall use all commercially reasonable best efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations hereunder to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for approval, as necessary, of Silver Quest Shareholders of the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Silver Quest or any of the Primero Subsidiaries Silver Quest Subsidiary under any applicable Laws Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroSilver Quest; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it Silver Quest in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto party to this Agreement before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties parties to this Agreement to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroSilver Quest; and (viivi) cooperate with Northgate New Gold in connection with the performance by it New Gold of its obligations hereunder, hereunder provided however that the foregoing shall not be construed to obligate Primero Silver Quest to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1Section 6.02(a) hereof, Primero Company shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (ia) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCAInvestment Canada Approval, the Interim Order Competition Act Approval and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero or any of the Primero Subsidiaries Company under any applicable Laws Applicable Law or from any Governmental Entity Authority that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement hereby or have a Material Adverse Effect on PrimeroPurchaser; (iiib) effect all necessary registrations, filings and submissions of information requested by Governmental Entities Authorities required to be effected by it in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party party hereto before any Governmental EntityAuthority including, but not limited to, approvals and filings under applicable Securities Laws, the TSX-V and submissions of information requested by Governmental Authorities; (ivc) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vid) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by Primeroit; and (viie) cooperate with Northgate the Purchaser in connection with the performance by it the Purchaser of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Purchaser to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.16.01 hereof, Primero Goldcorp shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero or any of the Primero Subsidiaries Goldcorp under any applicable Laws Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement hereby or have a Material Adverse Effect on PrimeroGoldcorp; (iiiii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party party hereto before any Governmental Entity; (iviii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (viiv) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by Primeroit; and (viiv) cooperate with Northgate Gold Eagle in connection with the performance by it Gold Eagle of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Goldcorp to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1the terms of this Arrangement Agreement, Primero Xxxx shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Arrangement Agreement, including using its commercially reasonable lawful efforts to: (i) obtain the Primero Shareholder Approval for approval of the Alio Shareholders and the Alio Securityholders of the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero or any of the Primero Subsidiaries Alio under any applicable Laws Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Arrangement Agreement or have a Material Adverse Effect on PrimeroAlio; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto before any Governmental EntityArrangement Agreement; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Arrangement Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Arrangement Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroXxxx; (vi) obtain Competition Act Approval, if required; and (vii) cooperate with Northgate Argonaut in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Alio to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero Canntab shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Canntab Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order OBCA and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero or any of the Primero Subsidiaries Canntab under any applicable Laws or from any Governmental Entity or Security Authority that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroCanntab; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities or Securities Authorities required to be effected by it in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, Agreement or the transactions contemplated hereby hereby, or seeking to stopenjoin or delay, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated hereby, subject to the Canntab Board determining in good faith after receiving advice from outside legal counsel (which may include written opinions or advice) that taking such action would be inconsistent with the fiduciary duties of such directors under applicable Laws, and provided that, immediately upon receipt of such advice, Canntab advises Telferscot in writing that it has received such advice and provides written details thereof to Telferscot; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroCanntab; and (viivi) cooperate co-operate with Northgate Telferscot in connection with the performance by it Telferscot of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Canntab to pay or cause to be paid any monies to cause such performance to occur, other than as contemplated in this Agreement.

Satisfaction of Conditions. Subject to section 6.1, Primero Eco Endeavors shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using includingusing its commercially reasonable efforts to: (i) obtain the Primero Eco Endeavors Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order BCBCA and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Eco Endeavors or any Subsidiary of the Primero Subsidiaries Eco Endeavors under any applicable Laws or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroEco Endeavors; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stopenjoin or delay, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby, subject to the Eco Endeavors Board determining in good faith after receiving advice from outside legal counsel (which may include written opinions or advice) that taking such action would be inconsistent with the fiduciary duties of such directors under applicable Laws, and provided that, immediately upon receipt of such advice, Eco Endeavors advises Xxxx in writing that it has received such advice and provides written details thereof to Xxxx; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement Amalgamation required to be fulfilled or satisfied by PrimeroEco Endeavors; and (viivi) cooperate co-operate with Northgate Xxxx in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Eco Endeavors to pay or cause to be paid any monies to cause such performance to occur, other than as contemplated in this Agreement.

Satisfaction of Conditions. Subject to section 6.1, Primero RedLion shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero RedLion Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order BCBCA and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero RedLion or any Subsidiary of the Primero Subsidiaries RedLion under any applicable Laws or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroRedLion; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stopenjoin or delay, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby, subject to the RedLion Board determining in good faith after receiving advice from outside legal counsel (which may include written opinions or advice) that taking such action would be inconsistent with the fiduciary duties of such directors under applicable Laws, and provided that, immediately upon receipt of such advice, RedLion advises Bravura in writing that it has received such advice and provides written details thereof to Bravura; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement Amalgamation required to be fulfilled or satisfied by PrimeroRedLion; and (viivi) cooperate co-operate with Northgate Bravura in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero RedLion to pay or cause to be paid any monies to cause such performance to occur, other than as contemplated in this Agreement.

Satisfaction of Conditions. Subject to section 6.1, Primero Groundstar shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Groundstar Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order BCBCA and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero or any of the Primero Subsidiaries Groundstar under any applicable Laws or from any Governmental Entity Entity, Security Authority or other third parties, including any third party consents and the filing of any notices, that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroGroundstar; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities or Securities Authorities required to be effected by it in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, Agreement or the transactions contemplated hereby hereby, or seeking to stopenjoin or delay, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated hereby, subject to the Groundstar Board determining in good faith after receiving advice from outside legal counsel (which may include written opinions or advice) that taking such action would be inconsistent with the fiduciary duties of such directors under applicable Laws, and provided that, immediately upon receipt of such advice, Groundstar advises Advantagewon in writing that it has received such advice and provides written details thereof to Advantagewon; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroGroundstar; and (viivi) cooperate co-operate with Northgate Advantagewon in connection with the performance by it Advantagewon of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Groundstar to pay or cause to be paid any monies to cause such performance to occur, other than as contemplated in this Agreement.

Satisfaction of Conditions. Subject to section 6.1, Primero Brio shall use its commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations hereunder and to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval approval of Brio Shareholders for the Arrangement Resolution in accordance with the provisions of the BCBCAOBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Brio or any of the Primero Subsidiaries its subsidiaries under any applicable Laws Law, or from any Governmental Entity Authority that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroBrio; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities Authorities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto before any Governmental EntityAuthority; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroBrio; and (viivi) cooperate with Northgate Leagold in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Brio to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero Alamos shall use commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero or any of the Primero Subsidiaries Alamos under any applicable Laws or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroAlamos; (iiiii) effect all necessary registrations, filings and submissions of information requested required by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party hereto before any Governmental Entity; (iviii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, cause the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability issuance of the Parties 3(a)(10) Securities pursuant to consummate, the transactions contemplated herebyArrangement to be exempt from the registration requirements of the 1933 Act pursuant to the Section 3(a)(10) Exemption and all applicable state securities laws in reliance upon similar exemptions; (viv) obtain all third party consents consents, waivers and approvals and give any notices required under any of the material contractscontracts to which Alamos or any of the Alamos Subsidiaries is a party or its or their respective assets are bound; (v) cause the Alamos Shares to be issued pursuant to the Arrangement (including Alamos Shares issuable upon the exercise of Carlisle Options and Carlisle Warrants and Alamos Shares to be issued to Non-Continuing Employees in accordance with Section 4.6) to be listed on the TSX and NYSE and the Alamos Arrangement Warrants on the TSX, and reserve a sufficient number of Alamos Shares for issuance and listing on the TSX and NYSE upon exercise of Alamos Arrangement Warrants; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroAlamos; (vii) acting reasonably and in good faith, negotiate and document final versions of all agreements, certificates or instruments contemplated by this Agreement on the terms and conditions set forth in this Agreement; and (viiviii) cooperate with Northgate Carlisle in connection with the performance by it Carlisle of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Alamos to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1the terms of this Arrangement Agreement, Primero Lexam VG Gold shall use commercially reasonable efforts to satisfyefforts, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and control, to take, take or cause to be taken, taken all other action actions and to do, do or cause to be done, done all other things necessary, proper or advisable under all applicable Laws to complete the Arrangement and other transactions contemplated by this Arrangement Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for approval of the Lexam VG Gold Shareholders to the Arrangement in accordance with the provisions of the BCBCAOBCA, the Interim Order and the requirements of any applicable regulatory authorityCanadian Securities Administrator; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Lexam VG Gold or any of the Primero Lexam VG Gold Subsidiaries under any applicable Laws Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the Arrangement or any other transactions contemplated by this Arrangement Agreement or have a Material Adverse Effect on PrimeroLexam VG Gold; (iii) effect make, or cooperate as necessary in the making of, all necessary registrations, filings and submissions of information requested by Governmental Entities applications under all applicable Laws required to be effected by it in connection with the Arrangement or any other transactions contemplated by this Arrangement Agreement and participate and appear take all reasonable action necessary to be in compliance with such Laws, including any proceedings of any Party hereto before any Governmental Entityfilings, reports, documents or applications as may be required to be filed by XxXxxx Mining; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the Arrangement Agreement or any other transactions contemplated hereby by this Arrangement Agreement or seeking to stop, or otherwise adversely affecting the ability of the Parties hereto to consummatecomplete, the Arrangement or any other transactions contemplated herebyby this Arrangement Agreement; (v) obtain all third party consents and approvals and give any notices required under any cause the issuance of the material contractsXxXxxx Mining Shares to be issued pursuant to the Arrangement to be exempt from the registration requirements of the 1933 Act pursuant to the Section 3(a)(10) Exemption and all applicable state securities laws in reliance upon similar exemptions; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroLexam VG Gold; and (vii) cooperate with Northgate XxXxxx Mining in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero to pay or cause to be paid any monies to cause such performance to occurunder this Arrangement Agreement.

Satisfaction of Conditions. Subject to section 6.1Lido and Subco shall, Primero and Lido shall cause Pacific West to, use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Applicable Laws to complete the Amalgamation and the other transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Lido Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authorityApproval; (ii) obtain all Regulatory Approvals and other consents, approvals and authorizations as are required to be obtained by Primero Lido, Pacific West or any of the Primero Subsidiaries Subco under any applicable Laws Applicable Law or from any Governmental Entity that which would, if not obtained, materially impede the completion of the Amalgamation and the other transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroLido or Pacific West on a consolidated basis; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the Amalgamation and the other transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto before any Governmental Entity;Entity;‌ (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the Amalgamation Agreement or the Amalgamation and the other transactions contemplated hereby by this Agreement or seeking to stop, or otherwise adversely affecting the ability of the Parties hereto to consummate, the transactions contemplated herebyby this Agreement; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement Amalgamation Agreement required to be fulfilled or satisfied by PrimeroLido or Subco; and (viivi) cooperate with Northgate Cappex in connection with the performance by it Cappex of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero Osisko shall use commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Arrangement Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and approvals, authorizations as are required to be obtained by Primero or any of the Primero Subsidiaries Osisko under any applicable Laws Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement hereby or have a Material Adverse Effect on PrimeroOsisko; (ii) as soon as reasonably practicable, and in any event within fifteen Business Days from the date hereof, file a request for an Advance Ruling Certificate under the Competition Act, if a notice under section 114 of the Competition Act is required; and, unless otherwise agreed with Virginia, file any such required notice under section 114 of the Competition Act, as soon as reasonably practicable, and in any event within fifteen Business Days from the date hereof; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Arrangement Agreement and participate participate, and appear in any proceedings of of, any Party hereto before any Governmental EntityEntity in connection with the transactions contemplated by this Arrangement Agreement; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Arrangement Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated hereby, including by entering into a consent agreement if necessary; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Arrangement Agreement and the Plan of Arrangement required to be fulfilled or satisfied by Primeroit; and (viivi) cooperate with Northgate Virginia in connection with the performance by it Virginia of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero Kinross shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Kinross or any of the Primero Subsidiaries Kinross Group Companies under any applicable Laws or from any Governmental Entity that which would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement hereby or have a Material Adverse Effect on PrimeroKinross; (iiiii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it Kinross or any of the Kinross Group Companies in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party party hereto before any Governmental Entity; (iviii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (viiv) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by Primeroit; and (viiv) cooperate with Northgate Bema in connection with the performance by it Bema of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Kinross to pay or cause to be paid any monies or to cause any liability to be incurred to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero Glamis shall use all commercially reasonable best efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable best efforts to: (i) obtain the Primero Shareholder Approval approval of Glamis Shareholders for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Glamis or any of the Primero Glamis Subsidiaries under any applicable Laws Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroGlamis; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroGlamis; and (viivi) cooperate with Northgate Goldcorp and Goldcorp Subco in connection with the performance by it each of its them of their respective obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Glamis to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject (a) Each party to section 6.1, Primero this Agreement shall use commercially reasonable efforts to satisfy, or cause to be satisfied, satisfy promptly all conditions precedent to its the obligations of the other party to consummate the transactions contemplated by this Agreement. This Section 5.6(a) shall terminate as of the Effective Time. (b) In addition to the extent that obligations set forth in Section 5.6(a), Acquiror, at its own expense, will timely and promptly make all filings (other than Seller's filings) which are required under the same is within HSR Act. Acquiror will furnish to Seller such necessary information and reasonable assistance as Seller may reasonably request in connection with the preparation of necessary filings or submissions to any Governmental Entity, including, without limitation, any HSR Filings. Acquiror will supply Seller with copies of all correspondence, filings or communications (or memoranda setting forth the substance thereof) between Acquiror or any of its control respective representatives, on the one hand, and the FTC or Antitrust Division or any member of their respective staffs, on the other hand, with respect to takethis Agreement or the transactions contemplated hereby. Acquiror agrees to use its best effort to obtain the approval of the FTC or the Antitrust Division, as the case may be, to the purchase of the Stock by Acquiror, or cause the lapse (prior to be takenthe thirty-fifth day after the date of this Agreement) of the waiting period under the HSR Act, all other action and to dowithout the commencement of litigation, or cause threat thereof, by the appropriate governmental enforcement agency to be done, all other things necessary, proper or advisable under all applicable Laws to complete restrain the transactions contemplated by this Agreement, including using commercially reasonable efforts to:by agreeing to divest, hold separate or place in trust pending divestiture or further governmental investigation, such operations of Acquiror's or the Companies' business as may be required, requested or necessary to obtain the approval or early termination by the appropriate governmental enforcement agency. (ic) obtain Acquiror shall use its best efforts to defend any lawsuits or other legal proceedings, whether judicial or administrative, whether brought derivatively or on behalf of third parties (including governmental agencies or officials), challenging this Agreement or the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero or any of the Primero Subsidiaries under any applicable Laws or from any Governmental Entity that would, if not obtained, materially impede the completion consummation of the transactions contemplated by this Agreement or have a Material Adverse Effect on Primero; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by Primero; and (vii) cooperate with Northgate in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero Mountain Lake shall use all commercially reasonable best efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations hereunder to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Mountain Lake Securityholder Approval for of the Mountain Lake Arrangement Resolution in accordance with the provisions of the BCBCA, the TSX-V, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Mountain Lake or any of the Primero Subsidiaries Spinco under any applicable Laws Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroMountain Lake; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it Mountain Lake in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto to this Agreement before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties to this Agreement to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any cause the issuance of the material contractsClass A Shares, Spinco Shares and Marathon Gold Common Shares, pursuant to the Arrangement to be exempted from registration under the 1933 Act pursuant to Section 3(a)(10) thereof and all applicable state securities laws in reliance upon similar exemptions; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroMountain Lake; and (vii) cooperate with Northgate Marathon Gold in connection with the performance by it Marathon Gold of its obligations hereunder, hereunder provided however that the foregoing shall not be construed to obligate Primero Mountain Lake to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero GLN shall use all commercially reasonable efforts to satisfy, satisfy or cause to be satisfied, all the satisfaction of the conditions precedent to its obligations and the obligations of Exito hereunder set forth in Article 8 hereof to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (ia) obtain the Primero Shareholder Approval for approval of holders of at least 66⅔% of GLN Shares voted at the Arrangement in accordance with GLN Meeting to the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authorityArrangement; (iib) obtain all other consents, approvals and authorizations as are required to be obtained by Primero or any of the Primero Subsidiaries them under any applicable Laws Law or from any Governmental Entity that which would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement hereby or have a Material Adverse Effect on PrimeroGLN; (iiic) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party party hereto before any Governmental Entity; (ivd) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby; (ve) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill fulfil all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroGLN; and (viif) cooperate co-operate with Northgate Exito in connection with the performance by it Exito of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.16.01 hereof, Primero Goldcorp and Goldcorp Subco shall use all commercially reasonable best efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its their obligations to the extent that the same is within its their control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using their commercially reasonable best efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Goldcorp or any of the Primero Goldcorp Material Subsidiaries under any applicable Laws Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement hereby or have a Material Adverse Effect on PrimeroGoldcorp; (iiiii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it them in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party party hereto before any Governmental Entity; (iviii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (viiv) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by Primerothem; and (viiv) cooperate with Northgate Glamis in connection with the performance by it Glamis of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Goldcorp to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero Leagold shall use its commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations hereunder and to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Leagold or any of the Primero Subsidiaries its subsidiaries under any applicable Laws Law, or from any Governmental Entity Authority that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroLeagold; (iiiii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities Authorities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto before any Governmental EntityAuthority; (iviii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (viiv) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroLeagold; and (viiv) cooperate with Northgate Brio in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Leagold to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1Section 7.2 hereof, Primero Colombia shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authorityColombia Required Vote; (ii) obtain the regulatory approvals set out in the Colombia Disclosure Letter and all other consents, approvals and authorizations as are required to be obtained by Primero Colombia or any of the Primero Colombia Subsidiaries under any applicable Laws or from any Governmental Entity that which would, if not obtained, materially impede the completion of the Arrangement and the transactions contemplated by this Agreement herein or have a Material Adverse Effect on PrimeroColombia; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it Colombia or any of the Colombia Subsidiaries in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents cause the issuance of Medoro Common Shares and approvals and give any notices required Consideration Warrants pursuant to the Arrangement to be exempt from registration under any of the material contracts1933 Act pursuant to Section 3(a)(10) thereof; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroColombia; (vii) deliver to Colombia Subco on or before the Effective Time, a certificate issued by the Minister of National Revenue under subsection 116(2) of the Tax Act relating to the redemption of the Colombia Subco preference share pursuant to the Plan of Arrangement in an amount equal to no less than the fair market value of such share at the time of redemption (the "Redemption Amount"). If such certificate is not delivered or is not in a form satisfactory to Medoro, acting reasonably, Colombia Subco shall withhold an amount equal to 25% of the Redemption Amount and remit such amount to the Minister of National Revenue within the time prescribed under the Tax Act; and (viiviii) cooperate with Northgate Medoro in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Colombia to pay or cause to be paid any monies or to cause any liability to be incurred to cause such performance to occur.

Satisfaction of Conditions. Subject Except as expressly contemplated in this Agreement and subject to section 6.1the specific obligations contained in Section 4.3, Primero ICC shall use commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this AgreementTransaction, including using commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for approval of the ICC Shareholders with respect to the ICC Arrangement Resolution in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero ICC or any of the Primero ICC Subsidiaries under any applicable Laws or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement Transaction or have a Material Adverse Effect on Primerowith respect to ICC; (iii) effect all necessary registrations, filings and submissions of information requested required by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement Transaction and participate participate, and appear in any proceedings of of, any Party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, Agreement or the transactions contemplated hereby Transaction or seeking to stop, or otherwise adversely affecting the ability of the Parties hereto to consummate, the transactions contemplated hereby; (v) cause the issuance of the Consideration Shares pursuant to the Arrangement to be exempt from the registration requirements of the 1933 Act under the Section 3(a)(10) Exemption; (vi) obtain all third party consents consents, waivers and approvals and give any notices required under any of the material contractsMaterial Contracts to which ICC or any of the ICC Subsidiaries is a party or its or their respective assets are bound; (vivii) assist Aurora as reasonably required to enable Aurora to cause the Aurora Shares to be issued pursuant to the Arrangement and the Aurora Shares issuable pursuant to exercise or conversion of any of the ICC Compensation Options or the ICC Warrants to be listed on the TSX; (viii) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroICC; (ix) acting reasonably and in good faith, negotiate and document final versions of all agreements, certificates or instruments contemplated by this Agreement on the terms and conditions set forth in this Agreement; and (viix) cooperate with Northgate Aurora in connection with the performance by it Aurora of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero ICC to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero Champignon shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Champignon or any of the Primero Subsidiaries Champignon Subsidiary under any applicable Laws or from any Governmental Entity or under the rules or policies of the CSE that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroChampignon; (iiiii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party hereto before any Governmental Entity; (iviii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stopenjoin or delay, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby, subject to the Champignon Board determining in good faith after receiving advice from outside legal counsel (which may include written opinions or advice) that taking such action would be inconsistent with the fiduciary duties of such directors under applicable Laws, and provided that, immediately upon receipt of such advice, Champignon advises AltMed in writing that it has received such advice and provides written details thereof to AltMed; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (viiv) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement Amalgamation required to be fulfilled or satisfied by PrimeroChampignon; and (viiv) cooperate co-operate with Northgate AltMed in connection with the performance by it AltMed of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Champignon to pay or cause to be paid any monies to cause such performance to occur, other than as contemplated in this Agreement.

Satisfaction of Conditions. Subject to section 6.1, Primero Big Horn shall use all commercially reasonable efforts to satisfy, satisfy or cause to be satisfied, all the satisfaction of the conditions precedent to its obligations and the obligations of Westlinks and Subco hereunder set forth in Article 9 hereof to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (ia) obtain the Primero Shareholder Approval for approval of Big Horn Shareholders to the Arrangement Arrangement, subject to the proviso set forth in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authoritysection 6.15 hereof; (iib) obtain all other consents, approvals and authorizations as are required to be obtained by Primero or any of the Primero Subsidiaries Big Horn under any applicable Laws Law or from any Governmental Entity that which would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement hereby or have a Material Adverse Effect on PrimeroBig Horn; (iiic) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party party hereto before any Governmental Entity; (ivd) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby; (ve) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill fulfil all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroBig Horn; and (viif) cooperate co-operate with Northgate Westlinks and Subco in connection with the performance by it each of its them of their obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero Alamos shall use commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for approval of the Arrangement Alamos Shareholders with respect to the Alamos Resolution in accordance with the provisions of the BCBCA, the Interim Order OBCA and the requirements of any applicable regulatory authoritythe TSX; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Alamos or any of the Primero Alamos Subsidiaries under any applicable Laws or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroAlamos, including the Competition Act Approval; (iii) effect all necessary registrations, filings and submissions of information requested required by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party hereto before any Governmental EntityEntity in connection with the transactions contemplated by this Agreement, including the Competition Act Approval; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby by this Agreement or seeking to stop, or otherwise adversely affecting the ability of the Parties hereto to consummate, the transactions contemplated hereby; (v) cause the issuance of the Alamos Shares pursuant to the Arrangement to be exempt from the registration requirements of the 1933 Act pursuant to the Section 3(a)(10) Exemption and in compliance with all applicable U.S. state securities laws; (vi) obtain all third party consents consents, waivers and approvals and give any notices required under any of the material contractscontracts to which Alamos or any of the Alamos Subsidiaries is a party or its or their respective assets are bound; (vivii) cause the Alamos Shares to be issued pursuant to the Arrangement to be listed on the TSX and NYSE; (viii) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroAlamos; (ix) acting reasonably and in good faith, negotiate and document final versions of all agreements, certificates or instruments contemplated by this Agreement on the terms and conditions set forth in this Agreement; and (viix) cooperate with Northgate Richmont in connection with the performance by it Richmont of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Alamos to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.16.01 hereof, Primero Offeror shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero or any of the Primero Subsidiaries Offeror under any applicable Laws Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement hereby or have a Material Adverse Effect on PrimeroOfferor; (iiiii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party party hereto before any Governmental Entity; (iviii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (viiv) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by Primeroit; and (viiv) cooperate with Northgate Corporation in connection with the performance by it Corporation of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Offeror to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero AuRico shall use commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for approval of the AuRico Shareholders with respect to the AuRico Arrangement Resolution in accordance with the provisions of the BCBCAOBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero AuRico or any of the Primero AuRico Subsidiaries under any applicable Laws or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroAuRico, including the Competition Act Approval and Mexican Regulatory Approval; (iii) effect all necessary registrations, filings and submissions of information requested required by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party hereto before any Governmental Entity, including the Competition Act Approval and Mexican Regulatory Approval; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby by this Agreement or seeking to stop, or otherwise adversely affecting the ability of the Parties hereto to consummate, the transactions contemplated hereby; (v) cause the issuance of the 3(a)(10) Securities pursuant to the Arrangement to be exempt from the registration requirements of the 1933 Act pursuant to the Section 3(a)(10) Exemption and all applicable state securities laws in reliance upon similar exemptions; (vi) obtain all third party consents consents, waivers and approvals and give any notices required under any of the material contractscontracts to which AuRico or any of the AuRico Subsidiaries is a party or its or their respective assets are bound; (vivii) cause the Class A Shares to be issued pursuant to the Arrangement to be listed on the TSX and NYSE, and the AuRico Shares issuable pursuant to Section 4.10 to be approved for listing on the TSX and NYSE upon issuance; (viii) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroAuRico; (ix) acting reasonably and in good faith, negotiate and document final versions of all agreements, certificates or instruments contemplated by this Agreement (including the New AuRico Indemnity, the Non-Solicitation Agreement and the Standstill Agreement) on the terms and conditions set forth in this Agreement; and (viix) cooperate with Northgate Alamos in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero AuRico to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject (a) Each party to section 6.1, Primero this Agreement shall use commercially reasonable efforts to satisfy, or cause to be satisfied, satisfy promptly all conditions precedent to its the obligations of the other party to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete consummate the transactions contemplated by this Agreement, including using commercially reasonable efforts to:. (ib) obtain In addition to the Primero Shareholder Approval for the Arrangement obligations set forth in accordance with the provisions Section 5.3(a), Acquiror and Seller, at each of the BCBCAtheir respective expenses, the Interim Order will timely and the requirements of any applicable regulatory authority; (ii) obtain promptly make all other consents, approvals and authorizations as filings which are required under the HSR Act. Acquiror and Seller will furnish to be obtained by Primero or any of the Primero Subsidiaries under any applicable Laws or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on Primero; (iii) effect all each other such necessary registrations, filings information and submissions of information requested by Governmental Entities required to be effected by it reasonable assistance as they may reasonably request in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings preparation of any Party hereto before necessary filings or submissions to any Governmental Entity; , including, without limitation, any HSR Filings. Acquiror and Seller will supply each other with copies of all correspondence, filings or communications (ivor memoranda setting forth the substance thereof) opposebetween Acquiror or Seller or any of their respective representatives, lift on the one hand, and the FTC or rescind Antitrust Division or any injunction member of their respective staffs, on the other hand, with respect to this Agreement or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated hereby;. Each of Acquiror and Seller, as the case may be, agrees to use its reasonable effort to obtain, as promptly as practicable, the approval of the FTC or the Antitrust Division, as the case may be, of the purchase and the sale of the Stock by Acquiror, including by Acquiror agreeing to divest, hold separate or place in trust pending divestiture or further governmental investigation, such operations of Acquiror's business as may be required, requested or necessary to obtain the approval of the appropriate governmental enforcement agency. (vc) Each of Acquiror and Seller shall use its reasonable efforts and pay all expenses necessary to obtain all third party consents any licenses, permits, consents, approvals, authorizations, qualifications and approvals orders of Governmental Entities and give any notices parties to contracts as are required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by Primero; and (vii) cooperate with Northgate in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero to pay or cause to be paid any monies to cause such performance to occur.for

Satisfaction of Conditions. Subject Silvermex shall, and shall cause the Silvermex Material Subsidiaries to section 6.1, Primero shall use all commercially reasonable best efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations hereunder to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using their commercially reasonable best efforts to: (i) subject to §6.1 and §6.2, obtain the Primero Shareholder Approval approval of Silvermex Shareholders for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Silvermex or any of the Primero Silvermex Material Subsidiaries under any applicable Laws Law or from any Governmental Entity that which would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement hereby or have a Material Adverse Change or Effect on PrimeroSilvermex; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it them in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by Primerothem; and (viivi) cooperate with Northgate Genco in connection with the performance by it Genco of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Silvermex to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1Section 6.2, Primero Barytex shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Barytex Shareholder Approval for the Barytex Arrangement in accordance with the provisions of the BCBCA, the Barytex Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Barytex or any of the Primero Barytex Subsidiaries under any applicable Laws Law or from any Governmental Entity or under the rules or policies of the TSXV that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroBarytex; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Barytex Plan of Arrangement required to be fulfilled or satisfied by PrimeroBarytex; and (viivi) cooperate with Northgate IMA in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Barytex to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section Section 6.1, Primero Kobex shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Kobex Shareholder Approval for the Kobex Arrangement in accordance with the provisions of the BCBCA, the Kobex Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Kobex or any of the Primero Kobex Subsidiaries under any applicable Laws Law or from any Governmental Entity or under the rules or policies of the TSXV that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroKobex; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Kobex Plan of Arrangement required to be fulfilled or satisfied by PrimeroKobex; and (viivi) cooperate with Northgate IMA in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Kobex to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1the terms of this Agreement, Primero Corporation shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for approval of Corporation Securityholders of the Arrangement in accordance with the provisions of the BCBCACBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Corporation or any of the Primero Corporation Subsidiaries under any applicable Laws Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroCorporation; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto before any Governmental EntityAgreement; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroCorporation; (vi) obtain Competition Act Approval; and (vii) cooperate with Northgate Yamana in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Corporation to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero NWT shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this AgreementTransaction, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero NWT or any either of the Primero NWT Subsidiaries or the NWT Significant Interest Company under any applicable Laws Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement Transaction or have a Material Adverse Effect on PrimeroNWT; (iiiii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement Transaction and participate and appear in any proceedings of any Party party hereto before any Governmental Entity; (iviii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby Transaction or seeking to stop, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated herebyTransaction; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (viiv) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroNWT; and (viiv) cooperate with Northgate Nu-Mex in connection with the performance by it each of its them of their respective obligations hereunder; provided, provided however however, that the foregoing shall not be construed to obligate Primero NWT to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero Purchaser shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (ia) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCAObtain Investment Canada Approval, the Interim Order Competition Act Approval and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero or any of the Primero Subsidiaries Purchaser under any applicable Laws Applicable Law or from any Governmental Entity Authority that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement hereby or have a Material Adverse Effect on PrimeroPurchaser; (iiib) effect all necessary registrations, filings and submissions of information requested by Governmental Entities Authorities required to be effected by it in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party party hereto before any Governmental EntityAuthority including, but not limited to, approvals and filings under applicable Securities Laws, the TSX and the NYSE and submissions of information requested by Governmental Authorities, and further including, any reasonable actions required in connection with the application to the list the Purchaser Shares on the TSX or the NYSE; (ivc) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vid) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by Primeroit; and (viie) cooperate with Northgate the Company in connection with the performance by it the Company of its obligations hereunder; provided, provided however however, that the foregoing shall not be construed to obligate Primero Purchaser to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero Glamis shall use all commercially reasonable best efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable best efforts to: (i) obtain the Primero Shareholder Approval approval of Glamis Shareholders for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Glamis or any of the Primero Glamis Subsidiaries under any applicable Laws Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroGlamis; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroGlamis; and (viivi) cooperate with Northgate Goldcorp in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Glamis to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero BevCanna shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) If required, obtain the Primero BevCanna Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order BCBCA and the requirements of any applicable regulatory authority; (ii) on or prior to the Disclosure Letter Delivery Date, deliver the BevCanna Disclosure Letter to Naturo, in such form and with such content as is acceptable to Naturo, acting reasonably; (iii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero or any of the Primero Subsidiaries BevCanna under any applicable Laws or from any Governmental Entity or Security Authority that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroBevCanna; (iiiiv) effect all necessary registrations, filings and submissions of information requested by Governmental Entities or Securities Authorities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto before any Governmental Entity; (ivv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, Agreement or the transactions contemplated hereby or seeking to stopenjoin or delay, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated hereby; , subject to the BevCanna Board determining in good faith after receiving advice from outside legal counsel (vwhich may include written opinions or advice) obtain all third party consents that taking such action would be inconsistent with the fiduciary duties of such directors under applicable Laws, and approvals provided that, immediately upon receipt of such advice, BevCanna advises Naturo in writing that it has received such advice and give any notices required under any of the material contractsprovides written details thereof to Naturo; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroBevCanna; and (vii) cooperate co-operate with Northgate Naturo in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero BevCanna to pay or cause to be paid any monies to cause such performance to occur, other than as contemplated in this Agreement.

Satisfaction of Conditions. Subject to section 6.1, Primero Nu-Mex shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this AgreementTransaction, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero or any of the Primero Subsidiaries Nu-Mex under any applicable Laws Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement Transaction or have a Material Adverse Effect on PrimeroNu-Mex; (iiiii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it them in connection with the transactions contemplated by this Agreement Transaction and participate participate, and appear in any proceedings of any Party hereto before any Governmental Entity; (iviii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby Transaction or seeking to stop, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated herebyTransaction; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (viiv) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by Primero; andNu-Mex; (viiv) cooperate with Northgate NWT in connection with the performance by it NWT of its obligations hereunder; provided, provided however however, that the foregoing shall not be construed to obligate Primero Nu-Mex to pay or cause to be paid any monies to cause such performance to occur; and (vi) reserve a sufficient number of Nu-Mex Common Shares for issuance upon completion of the Arrangement and for issuance under the Nu-Mex Options and the Nu-Mex Warrants, and cause the Nu-Mex Common Shares to be listed and posted for trading on one of the Exchanges by the Effective Date.

Satisfaction of Conditions. Subject to section 6.1Allana shall, Primero and shall cause the Allana Subsidiaries to, use all commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this AgreementTransaction, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Allana or any either of the Primero Allana Subsidiaries under any applicable Laws Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement Transaction or have a Material Adverse Effect on PrimeroAllana; (iiiii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement Transaction and participate participate, and appear in any proceedings of any Party party hereto before any Governmental Entity; (iviii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby Transaction or seeking to stop, or otherwise adversely affecting the ability of the Parties hereto to consummate, the transactions contemplated herebyTransaction; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (viiv) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement Merger required to be fulfilled or satisfied by Primero; andAllana; (viiv) cooperate with Northgate Nova in connection with the performance by it Nova of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Allana to pay or cause to be paid any monies to cause such performance to occur; (vi) cause the Allana Common Shares issued pursuant to the terms of this Agreement to be listed and posted for trading on the Exchange by the Effective Date; (vii) reserve a sufficient number of Allana Common Shares for issuance upon completion of the Merger, including, but not limited to, the Allana Escrowed Shares, and upon satisfaction of the Escrow Release Event, including the Allana Common Shares issuable pursuant to the Bonus Fee Agreement; and (viii) deposit the Allana Escrowed Shares into escrow with the Escrow Agent; and (ix) enter into the Bonus Fee Agreement.

Satisfaction of Conditions. Subject to section 6.1, Primero Advantagewon shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero or any of the Primero Subsidiaries Advantagewon under any applicable Laws or from any Governmental Entity or Security Authority that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroAdvantagewon; (iiiii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities or Securities Authorities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto before any Governmental Entity; (iviii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, Agreement or the transactions contemplated hereby or seeking to stopenjoin or delay, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated hereby, subject to the Advantagewon Board determining in good faith after receiving advice from outside legal counsel (which may include written opinions or advice) that taking such action would be inconsistent with the fiduciary duties of such directors under applicable Laws, and provided that, immediately upon receipt of such advice, Advantagewon advises Groundstar in writing that it has received such advice and provides written details thereof to Groundstar; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (viiv) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroAdvantagewon; and (viiv) cooperate co-operate with Northgate Groundstar in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Advantagewon to pay or cause to be paid any monies to cause such performance to occur, other than as contemplated in this Agreement.

Satisfaction of Conditions. Subject to section 6.1, Primero Medoro shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for regulatory approvals set out in the Arrangement in accordance with the provisions of the BCBCA, the Interim Order Medoro Disclosure Letter and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Medoro or any of the Primero Medoro Subsidiaries under any applicable Laws or from any Governmental Entity that which would, if not obtained, materially impede the completion of the Arrangement and the transactions contemplated by this Agreement hereby or have a Material Adverse Effect on PrimeroMedoro; (iiiii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it Medoro or any of the Medoro Subsidiaries in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party hereto before any Governmental Entity; (iviii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties hereto to consummate, the transactions contemplated hereby; (viv) obtain all third party consents cause the issuance of Medoro Common Shares and approvals and give any notices required Consideration Warrants pursuant to the Arrangement to be exempt from registration under any of the material contracts1933 Act pursuant to Section 3(a)(10) thereof; (viv) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by Primero; andit; (viivi) cooperate with Northgate Colombia in connection with the performance by it Colombia of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Medoro to pay or cause to be paid any monies or to cause any liability to be incurred to cause such performance to occur; and (vii) reserve a sufficient number of Medoro Common Shares for issuance upon the completion of the Arrangement and cause such Medoro Common Shares to be listed and posted for trading on the TSX Venture Exchange by the Effective Date.

Satisfaction of Conditions. Subject to section 6.1, Primero Alamos shall use commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control control, subject to the terms and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreementconditions hereof, including using commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero or any of the Primero Subsidiaries Alamos under any applicable Laws or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroAlamos, including the Required Regulatory Approvals; (iiiii) effect all necessary registrations, filings and submissions of information requested required by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party hereto before any Governmental Entity, including the Required Regulatory Approvals; (iii) cause the issuance of the 3(a)(10) Securities pursuant to the Arrangement to be exempt from the registration requirements of the 1933 Act pursuant to the Section 3(a)(10) Exemption and all applicable state securities laws in reliance upon similar exemptions; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated hereby; (v) obtain all third third-party consents consents, waivers and approvals and give any notices required under any of the material contractscontracts to which Alamos or any of the Alamos Subsidiaries is a party or its or their respective assets are bound; (v) cause the Alamos Shares to be issued pursuant to the Arrangement to be listed on the TSX and the NYSE; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroAlamos; (vii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated by this Agreement or seeking to stop, or otherwise adversely affecting the ability of the Parties hereto to consummate, the transactions contemplated hereby; (viii) acting reasonably and in good faith, negotiate and document final versions of all agreements, certificates or instruments contemplated by this Agreement on the terms and conditions set forth in this Agreement; and (viiix) cooperate with Northgate Argonaut in connection with the performance by it Argonaut of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Alamos to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero Iberian shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this AgreementTransaction, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Iberian or any of the Primero Iberian Subsidiaries under any applicable Laws Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement Transaction or have a Material Adverse Effect on PrimeroIberian; (iiiii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement Transaction and participate and appear in any proceedings of any Party party hereto before any Governmental Entity; (iviii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby Transaction or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated herebyTransaction; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (viiv) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroIberian; and (viiv) cooperate with Northgate PTQ in connection with the performance by it each of its them of their respective obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Iberian to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero Naturo shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain prior to the Primero Shareholder Approval for Naturo Meeting, cause its officers, directors and any significant shareholders identified by XxxXxxxx to execute customary voting support agreements, in a form acceptable to BevCanna acting reasonably, agreeing that such directors, officers and significant shareholders will support the Arrangement proposed Amalgamation and vote in favour of the proposed Amalgamation, unless and until this Agreement has been terminated in accordance with the provisions of herein; (ii) obtain the BCBCA, Naturo Shareholder Approval in accordance with the Interim Order BCBCA and the requirements of any applicable regulatory authority; (iiiii) promptly advise BevCanna of the number of Naturo Shares for which Xxxxxx receives notices of dissent or written objections to the Amalgamation; (iv) on or prior to the Disclosure Letter Delivery Date, deliver the Naturo Disclosure Letter to BevCanna, in such form and with such content as is acceptable to BevCanna, in its sole discretion; (v) have a senior officer execute an Affidavit to be delivered in connection with the Amalgamation Application and take all actions required in relation to the swearing of such Affidavit; (vi) obtain all other consents, approvals and authorizations as are required to be obtained by Primero or any of the Primero Subsidiaries Naturo under any applicable Laws or from any Governmental Entity Entity, Security Authority or other third parties, including any third party consents and the filing of any notices, that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroNaturo; (iiivii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities or Securities Authorities required to be effected by it in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party hereto before any Governmental Entity; (ivviii) cause certain employees, consultants and managers of Naturo as identified by BevCanna, in its sole and absolute discretion, to enter into employment agreements with BevCanna or Naturo, in a form satisfactory to BevCanna, acting reasonably; (ix) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, Agreement or the transactions contemplated hereby hereby, or seeking to stopenjoin or delay, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated hereby, subject to the Naturo Board determining in good faith after receiving advice from outside legal counsel (which may include written opinions or advice) that taking such action would be inconsistent with the fiduciary duties of such directors under applicable Laws, and provided that, immediately upon receipt of such advice, Naturo advises XxxXxxxx in writing that it has received such advice and provides written details thereof to BevCanna; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vix) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroNaturo; and (viixi) cooperate co-operate with Northgate BevCanna in connection with the performance by it XxxXxxxx of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Naturo to pay or cause to be paid any monies to cause such performance to occur, other than as contemplated in this Agreement.

Satisfaction of Conditions. Subject to section 6.1, Primero Kinross shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for regulatory approvals set out in the Arrangement in accordance with the provisions of the BCBCA, the Interim Order Kinross Disclosure Letter and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Kinross or any of the Primero Subsidiaries Kinross Group Companies under any applicable Laws or from any Governmental Entity that which would, if not obtained, materially impede the completion of the Arrangement and the transactions contemplated by this Agreement hereby or have a Material Adverse Effect on PrimeroKinross; (iiiii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it Kinross or any of the Kinross Group Companies in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party hereto before any Governmental Entity; (iviii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (viiv) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by Primero; andit; (viiv) cooperate with Northgate Bema in connection with the performance by it Bema of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Kinross to pay or cause to be paid any monies or to cause any liability to be incurred to cause such performance to occur; and (vi) reserve a sufficient number of Kinross Shares for issuance upon the completion of the Arrangement and cause the Kinross Shares to be listed and posted for trading on the TSX and the NYSE by the Effective Date.

Satisfaction of Conditions. Subject to section 6.1, Primero Trans-Orient shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations and the obligations of TAG and TAG Subco hereunder set forth in Article Five hereof to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval approval of Trans-Orient Shareholders for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority, subject to the proviso set forth in Section 6.01(a) hereof; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Trans-Orient or any of the Primero Trans-Orient Subsidiaries under any applicable Laws Law or from any Governmental Entity that which would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroTrans-Orient; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate participate, and appear in any proceedings of of, any Party party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroTrans-Orient; and (viivi) cooperate with Northgate TAG and TAG Subco in connection with the performance by it each of its them of their respective obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1Each Seller, Primero each Newly-Formed LLC, Chardan, the Seller Controlling Party and DAL, shall use commercially reasonable efforts to satisfy, or cause to be satisfied, all the satisfaction of the conditions precedent to its obligations the obligation of all parties to consummate the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions Transactions contemplated by this Agreement, including using commercially reasonable efforts toincluding, without limitation, the following: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCAObtain from Governmental Entities any Consents, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consentslicenses, approvals and authorizations as are permits, waivers, or orders required to be obtained or made by Primero DAL, Chardan, Sellers or the Newly-Formed LLCs, or to avoid any of the Primero Subsidiaries under any applicable Laws or from proceeding by any Governmental Entity that would(including, if not obtainedwithout limitation, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on Primero; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it those in connection with the transactions contemplated by this Agreement HSR Act), in connection with the authorization, execution and participate and appear in any proceedings of any Party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions delivery of this Agreement and the Plan of Arrangement transactions contemplated herein, (ii) make or cause to be made the applications or filings required to be fulfilled made by DAL, Chardan, Sellers or satisfied by Primero; and (vii) cooperate the Newly Formed LLCs under or with Northgate respect to the HSR Act or any other Laws in connection with the performance by it authorization, execution and delivery of its obligations hereunderthis Agreement and the Transactions contemplated herein, provided however that the foregoing shall not be construed to obligate Primero and to pay any fees due in connection with such applications or filings which fees, in the case of the HSR Act application, which will be paid by Chardan initially and reimbursed by DAL to Chardan at Closing, as promptly as is reasonably practicable, and in any event within ten (10) Business Days after the date hereof, (iii) comply, at the earliest practicable date, with any request under or with respect to the HSR Act and any such other Laws for additional information, documents or other materials received by DAL, Chardan, Sellers or the Newly Formed LLCs from the Department of Justice, the Federal Trade Commission or any other Governmental Entity in connection with such applications or filings or this Agreement and the Transactions contemplated by this Agreement; and (iv) coordinate and cooperate with, and give due consideration to all reasonable additions, deletions or changes suggested in connection with, making (1) any filing under or with respect to the HSR Act or any such other Laws, and (2) any filings, conferences or other submissions related to resolving any investigation or other inquiry by any such Governmental Entity. Each of DAL, the Seller Controlling Party, Chardan and Sellers shall, and shall cause their respective Affiliates to, furnish to the other party all information necessary for any such application or other filing to be paid made in connection with this Agreement or other Transactions contemplated by this Agreement. Each of DAL, the Seller Controlling Party, Chardan and Sellers shall promptly inform the other of any monies communication with, and any proposed understanding, undertaking or agreement with, any Governmental Entity regarding any such application or filing by them or their Affiliates. If a party or its Affiliates intends to cause independently participate in any meeting with any Governmental Entity in respect of any such performance filings, investigation or other inquiry, then such party shall give the other party reasonable prior notice of, and the opportunity to occurparticipate in, such meeting. The parties shall coordinate and cooperate with one another in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any party or its Affiliates in connection with all meetings, actions and proceedings under or relating to any such application or filing.

Satisfaction of Conditions. Subject to section 6.1, Primero Coretec shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions Arrangement and the other Transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Coretec or any of the Primero its Subsidiaries under any applicable Laws or from any Governmental Entity that which would, if not obtained, materially impede the completion of the transactions Arrangement and the other matters contemplated by this Agreement herein or have a Material Adverse Effect on PrimeroCoretec; (iiiii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it Coretec or any of its Subsidiaries in connection with the transactions contemplated by this Agreement Arrangement and participate and appear in any proceedings of any Party party hereto before any Governmental Entity; (iviii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby Arrangement or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated herebyArrangement; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (viiv) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroCoretec; and (viiv) cooperate with Northgate DDi in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Coretec to pay or cause to be paid any monies or to cause any liability to be incurred to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1the terms of this Arrangement Agreement, Primero FCGI shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Arrangement Agreement, including using its commercially reasonable lawful efforts to: (i) obtain the Primero Shareholder Approval for approval of the FCGI Shareholders of the Arrangement in accordance with the provisions of the BCBCACBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero or any of the Primero Subsidiaries FCGI under any applicable Laws Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Arrangement Agreement or have a Material Adverse Effect on PrimeroFCGI; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto before any Governmental EntityArrangement Agreement; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Arrangement Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Arrangement Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroFCGI; (vi) obtain Competition Act Approval, if required; and (vii) cooperate with Northgate Purchaser in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero FCGI to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1the terms of this Arrangement Agreement, Primero Virginia shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Arrangement Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for approval of Virginia Shareholders of the Arrangement in accordance with the provisions of the BCBCACBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero Virginia or any of the Primero Subsidiaries Virginia Subsidiary under any applicable Laws Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Arrangement Agreement or have a Material Adverse Effect on PrimeroVirginia; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto before any Governmental EntityArrangement Agreement; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Arrangement Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Arrangement Agreement and the Plan of Arrangement required to be fulfilled or satisfied by PrimeroVirginia; (vi) obtain Competition Act Approval, if required; and (vii) cooperate with Northgate Osisko in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero Virginia to pay or cause to be paid any monies to cause such performance to occur.

Satisfaction of Conditions. Subject to section 6.1, Primero HPB and Subco shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this AgreementTransaction, including using its commercially reasonable efforts to: (i) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero HPB or any of the Primero Subsidiaries Subco under any applicable Laws Law or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement Transaction or have a Material Adverse Effect on PrimeroEffect; (iiiii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement Transaction and participate participate, and appear in any proceedings of of, any Party hereto before any Governmental Entity; (iviii) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby Transaction or seeking to stop, or otherwise adversely affecting the ability of the Parties hereto to consummate, the transactions contemplated herebyTransaction; (iv) fulfill all conditions and satisfy all provisions of this Agreement required to be fulfilled or satisfied by HPB or Subco; (v) co-operate with Xxxxxxxxx in connection with the performance by Xxxxxxxxx of its obligations hereunder, provided however that, other than as contemplated hereby, the foregoing shall not be construed to obligate HPB to pay or cause to be paid any monies to cause such performance to occur; (vi) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by Primero; and (vii) cooperate with Northgate in connection with reserve a sufficient number of HPB Shares for issuance upon completion of the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero to pay or cause to be paid any monies to cause such performance to occurAmalgamation.

Satisfaction of Conditions. Subject to section 6.1, Primero AltMed shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to: (i) obtain the Primero AltMed Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order BCBCA and the requirements of any applicable regulatory authority; (ii) obtain all other consents, approvals and authorizations as are required to be obtained by Primero AltMed or any of the Primero Subsidiaries its Subsidiary under any applicable Laws or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on PrimeroAltMed; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stopenjoin or delay, or otherwise adversely affecting the ability of the Parties parties hereto to consummate, the transactions contemplated hereby, subject to the AltMed Board determining in good faith after receiving advice from outside legal counsel (which may include written opinions or advice) that taking such action would be inconsistent with the fiduciary duties of such directors under applicable Laws, and provided that, immediately upon receipt of such advice, AltMed advises Champignon in writing that it has received such advice and provides written details thereof to Champignon; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement Amalgamation required to be fulfilled or satisfied by PrimeroAltMed; and (viivi) cooperate co-operate with Northgate Champignon in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero AltMed to pay or cause to be paid any monies to cause such performance to occur, other than as contemplated in this Agreement.

Satisfaction of Conditions. Subject to section 6.1Each of Company, Primero Parent and Buyer shall (and shall cause its Subsidiaries to) use all commercially reasonable efforts to satisfy, or cause to be satisfied, all satisfy each of the conditions precedent to its obligations to be satisfied by it, as soon as practicable and in any event before the extent that the same is within its control Effective Date, and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete permit the transactions contemplated by completion of the Transactions in accordance with the Arrangement, this Agreement, the agreements that it contemplates and applicable Law, and to cooperate with each other in connection therewith, including using all commercially reasonable efforts to: (ia) provide notice to, and obtain all waivers, consents, permits, licenses, authorizations, orders, approvals and releases, including release of any and all Liens, necessary or desirable to complete the Transactions from, Agencies and other persons, including parties to agreements, understandings or other documents to which each of Company and Parent (or their respective Subsidiaries) is a party or by which it or its properties are bound or affected (including loan agreements, shareholder agreements, leases, subleases, pledges, guarantees and security), the failure of which to provide or obtain would prevent the completion of the Arrangement or which, individually or in the aggregate, would reasonably be expected to be Materially Adverse; (b) obtain the Primero Shareholder Approval for the Arrangement in accordance with the provisions of the BCBCA, the Interim Order and the requirements approval of any applicable regulatory authorityShareholders at the Special Meeting within the times provided in Section 2.1, subject to the terms of the Interim Order; (iic) effect or cause to be effected all registrations and filings and submissions of information necessary or desirable to complete the Transactions or requested of it by Agencies, the failure of which to obtain would reasonably be expected to prevent the completion of the Transactions or would reasonably be expected to be Materially Adverse; (d) keep the other reasonably informed as to the status of the proceedings related to obtaining the Regulatory Approvals, including providing the other with copies of all other consentsrelated applications and notifications; and (e) to the extent required by any Agency, approvals and authorizations as are secure any Novation Agreement or Other FAR 42.12 Agreement from any Agency to the extent required to be obtained by Primero or any Agency in order to permit the consummation of the Primero Subsidiaries under any applicable Laws or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on Primero; (iii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party hereto before any Governmental Entity; (iv) oppose, lift or rescind any injunction or restraining order or other order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to stop, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated hereby; (v) obtain all third party consents and approvals and give any notices required under any of the material contracts; (vi) fulfill all conditions and satisfy all provisions of this Agreement and the Plan of Arrangement required to be fulfilled or satisfied by Primero; and (vii) cooperate with Northgate in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Primero to pay or cause to be paid any monies to cause such performance to occurTransactions.