UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

Primero Mining Corp.

(Name of Issuer)

Common Shares, no par value

(Title of Class of Securities)

74164W106

(CUSIP Number)

David S. Stone, Esq.

Neal, Gerber & Eisenberg LLP

2 North LaSalle Street, Suite 1700

Chicago, Illinois 60602

312-269-8411

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 6, 2012

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

SCHEDULE 13D

Explanatory Note: Goldcorp Inc. was eligible to file beneficial ownership reports with respect to the Common Shares (as defined below) of the Issuer (as defined below), on Schedule 13G pursuant to Section 13(g) of the Securities Exchange Act of 1934, as amended, and Rule 13d-1(d) thereunder as of August 11, 2011. Due to the acquisition of more than 2% of the Issuer’s outstanding Common Shares on August 6, 2012 (the “Acquisition”), Goldcorp Inc. was no longer eligible to file beneficial ownership reports on Schedule 13G and must now file reports regarding the Common Shares of the Issuer on Schedule 13D. After the Acquisition, Goldcorp Inc. beneficially owned 39,573,660 Common Shares, representing 44.8% of the outstanding Common Shares of the Issuer based on 88,259,831 Common Shares of the Issuer issued and outstanding as of June 30, 2012, as reported by the Issuer in its Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) for the Three and Six Months Ended June 30, 2012, that was filed with the SEC as an exhibit to the Issuer’s Report of Foreign Private Issuer on Form 6-K on August 2, 2012. On October 11, 2012, Goldcorp Inc. sold 8,422,460 Common Shares in a secondary underwritten private offering. After such sale, Goldcorp Inc. beneficially owned 31,151,200 Common Shares, representing 35.3% of the outstanding Common Shares of the Issuer based on 88,259,831 Common Shares of the Issuer issued and outstanding as of June 30, 2012, as reported by the Issuer in its MD&A for the Three and Six Months Ended June 30, 2012, that was filed with the SEC as an exhibit to the Issuer’s Report of Foreign Private Issuer on Form 6-K on August 2, 2012.

This statement on Schedule 13D (the “Schedule 13D”) relates to the common shares, no par value (the “Common Shares”), of Primero Mining Corp., a corporation organized under the laws of British Columbia, Canada (the “Issuer”). The Issuer’s principal executive office is located at Suite 1640, One Bentall Centre, 505 Burrard Street, Box 24, Vancouver, British Columbia, Canada.

This Schedule 13D is being filed by Goldcorp Inc., a corporation organized under the laws of Ontario, Canada (“Goldcorp” or the “Reporting Person”). The principal business of Goldcorp is gold mining. The address of the principal business and principal office of Goldcorp is Suite 3400-666 Burrard St., Vancouver, British Columbia, V6C 2X8 Canada.

The Reporting Person has not, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was, or is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

Current information concerning the identity and background of the directors and executive officers of the Reporting Person is set forth in Annex A hereto, which is incorporated by reference in response to this Item 2. To the knowledge of the Reporting Person, during the last five years, none of the directors and executive officers identified on Annex A hereto has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was, or is, subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

SCHEDULE 13D

On August 6, 2012, the Reporting Person acquired 8,422,460 Common Shares as payment in full of the remaining $31,500,000 principal and interest outstanding on a convertible promissory note issued on August 6, 2010 by the Issuer to Desarrollos Mineros San Luis, S.A. de C.V., a wholly-owned subsidiary of Reporting Person (“DMSL”), in the original principal amount of $60,000,000 with interest payable of 3% per annum, which is equivalent to $3.74 per share.

On October 11, 2012, the Reporting Person sold 8,422,460 Common Shares at a sales price of $5.25 per share with aggregate proceeds of $44,217,915 to the Reporting Person in a secondary underwritten private offering in Canada with Scotia Capital Inc. and Canaccord Genuity Corp. serving as underwriters. There have been no changes in the Reporting Person’s holdings in the Issuer since the sale of the Common Shares on October 11, 2012.

The acquisition of Common Shares made by the Reporting Person described in this Schedule 13D was made solely for the purpose of investment and the Reporting Person intends to review this investment on a continuing basis.

Other than as described above and in connection with the Participation Agreement (as defined in Item 6), the Reporting Person has no present plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s charter, by-laws, or other instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act; or (j) any action similar to any of those enumerated above. Depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, the price levels of Common Shares, conditions in the securities market and general economic and industry conditions, the Reporting Person may, in the future, change its intention with respect to any and all matters referred to in subparagraphs (a) – (j) above.

(a) and (b) To the best knowledge of the Reporting Person, there were 96,282,291 Common Shares outstanding as of September 30, 2012, as set forth in the Issuer’s MD&A for the Three and Nine Months Ended September 30, 2012, that was filed with the SEC as an exhibit to the Issuer’s Report of Foreign Private Issuer on Form 6-K on November 8, 2012.

SCHEDULE 13D

The Reporting Person beneficially owns in the aggregate 31,151,200 Common Shares, or 32.4% of the issued and outstanding Common Shares. The Reporting Person has sole voting and dispositive power over all of such Common Shares.

To the knowledge of the Reporting Person, none of the persons named in Annex A beneficially own any Common Shares.

(c) During the last 60 days, no transactions in the Common Shares were completed by the Reporting Person.

(d) No persons other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of Common Shares owned by the Reporting Persons.

ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Under the terms of a Participation Agreement, dated August 6, 2010, by and between DMSL and the Issuer (the “Participation Agreement”), as subsequently assigned to the Reporting Person pursuant to an Assignment Agreement, effective as of August 6, 2010, by and between DMSL and the Reporting Person (the “Assignment Agreement”), the Reporting Person and its affiliates are required to collectively beneficially own at least 31,151,200 Common Shares until August 6, 2013. In addition, until such time as the percentage of Common Shares beneficially owned by the Reporting Person and its affiliates in relation to the number of Common Shares issued and outstanding on a non-diluted basis (the “Percentage”) is less than 10% for a continuous period of at least thirty (30) days:

In addition, for so long as the Percentage remains at 20% or more, the Reporting Person may request that the Issuer register for sale all or any portion of the Common Shares issued to or acquired by the Reporting Person from time to time by filing and obtaining a receipt for a preliminary and final prospectus in all provinces and territories of Canada, other than Quebec unless the Issuer is a reporting issuer in Quebec at the time of delivery of the request. Subject to certain exceptions, the Issuer must then use commercially reasonable efforts to file a preliminary and final prospectus in those jurisdictions described in the previous sentence qualifying the Common Shares for sale in the manner specified in the request. Copies of the Participation Agreement and the Assignment Agreement are attached hereto as Exhibits 1 and 2, respectively, and are incorporated herein by reference.

SCHEDULE 13D

ITEM 7. Material to be Filed as Exhibits.

SCHEDULE 13D

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATED: February 14, 2013

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)

SCHEDULE 13D

ANNEX A

Certain Information Regarding Directors and Executive Officers of Goldcorp Inc.

The following table sets forth the name, country of citizenship, current business address, current principal occupation or employment and the principal business and address where such occupation or employment is conducted, of each of the individuals listed below. Unless otherwise indicated, the current business address of each person is Suite 3400-666 Burrard St., Vancouver, British Columbia, V6C 2X8 Canada and the citizenship of each person is Canada.

Directors

Exhibit 1

THIS PARTICIPATION AGREEMENT is made this 6^th day of August, 2010.

AMONG:

DESARROLLOS MINEROS SAN LUIS, S.A. de C.V., a corporation existing under the laws of Mexico (“DMSL”)

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PRIMERO MINING CORP., a corporation existing under the laws of the Province of British Columbia (“Primero”)

WHEREAS, DMSL, Primero and Mala Noche Resources, S.A. de C.V. (the “Purchaser”) entered into an agreement dated the 6^th day of July, 2010 (the “Asset Purchase Agreement”) for the purchase by the Purchaser and the sale by DMSL of all of the Purchased Assets, as defined therein;

AND WHEREAS, upon completion of the Transaction, DMSL owned 36% of the then issued and outstanding common shares of Primero;

AND WHEREAS, DMSL and Primero have agreed to enter into this Participation Agreement in respect of the matters and on the terms and conditions set forth herein;

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the premises and the mutual agreements in this Agreement, and of other consideration the receipt and sufficiency of which are acknowledged by each Party, the Parties agree as follows:

In this Agreement, unless there is something in the subject matter or context inconsistent therewith:

“Affiliate” of any Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such Person. For the purposes of this Agreement, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have the meanings correlative to the foregoing;

“BCBCA” means British Columbia Business Corporations Act [SBC 2002] Chapter 57;

“Board of Directors” shall have the meaning ascribed thereto in subsection 6(c);

“Business Day” means any day other than a Saturday, Sunday or a day that is a statutory holiday in the Province of British Columbia;

“Canadian Prospectus” shall have the meaning ascribed thereto in subsection 8(b);

“Demand Prospectus Rights” shall have the meaning ascribed thereto in subsection 8(a);

“DMSL Director Nominees” shall have the meaning ascribed thereto in subsection 6(a);

“DMSL’s Percentage” means the percentage of the issued and outstanding Primero Shares owned beneficially by DMSL and its Affiliates collectively, calculated in accordance with Section 2 hereof;

“DMSL’s Right” shall have the meaning ascribed thereto in subsection 3(a);

“Equity Financing” means the issue and sale of Equity Securities, directly or indirectly, for cash or cash equivalents other than the issue of Equity Securities upon the exercise of any director, officer or employee stock options or the issuance or exercise of Equity Securities issued pursuant to a share purchase, restricted or deferred share unit or other employee, director or officer benefit plan following the date hereof;

“Equity Financing Notice” shall have the meaning ascribed thereto in subsection 4(a);

“Equity Securities” means Primero Shares or securities convertible into or exercisable or exchangeable for Primero Shares including, without limitation, convertible debt securities;

“Inspectors” shall have the meaning ascribed thereto in subsection 8(d);

“Losses” shall have the meaning ascribed thereto in subsection 8(1);

“Non-Cash Transaction” means a transaction whereby Primero issues Equity Securities for non-cash consideration, or as a result of a consolidation, amalgamation, merger, arrangement, corporate reorganization or similar transaction or business reorganization resulting in a combined company, but for greater certainty does not include (i) the issuance of Primero Shares and warrants to purchase additional Primero Shares to Alamos Gold Inc. as consented to by DMSL and Goldcorp Silver (Barbados) Ltd. in the consent addressed to Primero dated June 28, 2010, and (ii) the issuance of Primero Shares to Canaccord Genuity Corp. as payment of the success fee payable by the Purchaser in connection with the completion of the acquisitions contemplated by the Asset Purchase Agreement;

“Non-Cash Transaction Notice” shall have the meaning ascribed thereto in subsection 5(a);

“Outstanding Equity Securities” means the number of Primero Shares issued and outstanding at a particular time on a non-diluted basis;

“Parties” means DMSL and Primero and “Party” means any one of them;

“Person” shall be broadly interpreted and includes any individual, sole proprietorship, partnership, limited partnership, firm, unincorporated association, unincorporated

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organization, syndicate, trust, joint venture, body corporate, governmental authority, and any other entity or organization of any nature whatsoever, and includes any of the foregoing when they are acting as trustee, executor, administrator or other legal representative;

“Primero” shall have the meaning ascribed thereto in the recitals to this Agreement and where applicable shall include any successor or combined company following a Non-Cash Transaction;

“Primero Shares” means the common shares in the capital of Primero or its successor;

“Prospectus Expenses” shall have the meaning ascribed thereto in subsection 8(j);

“Registerable Securities” shall have the meaning ascribed thereto in subsection 8(a);

“Request Notice” shall have the meaning ascribed thereto in subsection 8(a);

“Selling Expenses” shall have the meaning ascribed thereto in subsection 8(j);

“Shareholders” shall have the meaning ascribed thereto in subsection 6(a); and

“TSX” means the Toronto Stock Exchange.

All capitalized terms not otherwise defined herein shall have the meanings attributed thereto in Asset Purchase Agreement.

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For so long as DMSL’s Right continues to be in effect, in the event that Primero proposes to issue Equity Securities in connection with an Equity Financing:

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For so long as DMSL’s Right continues to be in effect, in the event that Primero proposes to issue Equity Securities in connection with the Non-Cash Transaction:

For so long as DMSL’s Right continues to be in effect:

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in respect of all or any portion of the Primero Shares issued to or acquired by DMSL from time to time (the “Registerable Securities”) qualifying the Registerable Securities for sale in the manner specified in the Request Notice (the foregoing is herein, collectively, referred to as the “Demand Prospectus Rights”).

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If such method of disposition shall be an underwritten public offering or on an agency basis, DMSL may designate the managing underwriter or lead agent of such offering, as applicable, provided that such managing underwriter or lead agent is acceptable to Primero, acting reasonably.

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provided, however, that if Primero is in possession of material information that has not been disclosed to the public and Primero reasonably deems it to be advisable not to disclose such information in a Canadian Prospectus, then the period after receipt by Primero of a Request Notice in which it must comply with this subsection 8(d)(i) shall be extended for such time (but in no case longer than thirty (30) days commencing on the date of receipt by Primero of a Request Notice) during which such information remains non-public;

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DMSL may, for so long as DMSL’s Percentage is 20% or more of the Outstanding Equity Securities, by written notice to Primero, request Primero to provide DMSL or its Affiliates with such financial information as DMSL or its Affiliates may reasonably request in order to prepare financial statements required to be prepared by DMSL or its Affiliates. Such financial information shall be provided as soon as practicable following receipt of the request for such information, subject to the execution by DMSL of a confidentiality agreement in favour of Primero on terms acceptable to Primero and DMSL, each acting reasonably.

Any notice or other communication required or permitted to be given by this Agreement shall be in writing and shall be delivered in person or transmitted by facsimile transmission addressed as follows:

c/o Goldcorp Inc.

Park Place, Suite 3400

666 Burrard Street

Vancouver, British Columbia

V6C 2X8

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with a copy sent to (which copy does not constitute notice hereunder):

Cassels Brock & Blackwell LLP

40 King Street West, Suite 2100

Toronto, Ontario

M5H 3C2

Primero Mining Corp.

885 West Georgia Street, Suite 1500

Vancouver, British Columbia

V6C 3E8

with a copy sent to (which copy does not constitute notice hereunder):

Lang Michener LLP

1500 Royal Centre P.O. Box 11117

1055 West Georgia Street

Vancouver, British Columbia

V6E 4N7

Any such notice or other communication shall be deemed to have been given and received on the day on which it was delivered if such day is a Business Day and the notice is delivered before 5:00 p.m. local time at the place of delivery or otherwise on the next following Business Day.

Any Party may at any time change its address for service from time to time by giving notice to the other Party in accordance with this Section 10.

This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, negotiations, discussions and understandings, written or oral, between the Parties.

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This Agreement shall enure to the benefit of and shall be binding on and enforceable by the Parties and, where the context so permits, their respective successors and permitted assigns. None of the Parties may assign any of their respective rights or obligations hereunder without the prior written consent of the other Parties provided that DMSL may assign its rights hereunder to an Affiliate without the consent of Primero, subject to the Affiliate agreeing to be bound by the provisions of this Agreement.

This Agreement shall be governed by, and interpreted and enforced in accordance with, the laws in force in the Province of Ontario (excluding any conflict of laws, rule or principle which might refer such interpretation to the laws of another jurisdiction). Each Party irrevocably submits to the exclusive jurisdiction of the courts of Ontario with respect to any matter arising hereunder or related hereto.

The headings used in this Agreement, and its division into sections and other subdivisions, do not affect its interpretation. References in this Agreement to sections and other subdivisions are to those parts of this Agreement.

This Agreement may be amended, modified or supplemented only by the written agreement of the Parties.

This Agreement may be executed in counterparts and delivered in portable document format (.PDF) or by facsimile transmission (with executed originals to be delivered), each of which shall constitute an original and each of which taken together shall constitute one and the same instrument.

Unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

If any day on or before which any action is required to be taken under this Agreement is not a Business Day, then such action shall be required to be taken at or before the requisite time on the next succeeding day that is a Business Day.

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Unless otherwise specified, any reference in this Agreement to a statute includes all regulations, rules and policies made pursuant to such statute and, unless otherwise specified, the provisions of any statute or regulation which amends, supplements, supersedes or replaces any such statute, regulation, rule or policy.

Time is of the essence of this Agreement and of every part of this Agreement, and no extension or variation of this Agreement shall operate as a waiver of this provision.

In this Agreement, a period of days begins on the first day after the event that began the period and ends at 5:00 p.m. Vancouver, British Columbia time on the last day of the period. If any period of time is to expire, or any action or event is to occur, on any day that is not a Business Day, the period expires, or the action or event is considered to occur, at 5:00 p.m. Vancouver, British Columbia time on the next Business Day.

The Parties acknowledge that they have each participated in settling the terms of this Agreement. The Parties agree that any rule of legal interpretation to the effect that any ambiguity is to be resolved against the drafting Party will not apply in interpreting this Agreement.

If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any applicable law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not fundamentally changed. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to reflect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Each Party shall do such acts and shall execute such further documents, conveyances, deeds, assignments, transfers and the like, and will cause the doing of such acts and will cause the execution of such further documents as are within its power as the other Party may in writing at any time and from time to time reasonably request be done and or executed, in order to give full effect to the provisions of this Agreement.

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IN WITNESS WHEREOF, the Parties have caused this Participation Agreement to be executed by their duly authorized officers on the date first appearing above.

DESARROLLOS MINEROS SAN LUIS, S.A. de C.V.
		By:
				Name:		Julieta Kuri Sawaya
				Title:		Corporate Legal Manager
		By:
				Name:		J. Federico Villaseñor Buchanan
				Title:		Business Director
PRIMERO MINING CORP.
		By:
				Name:
				Title:
		By:
				Name:
				Title:

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IN WITNESS WHEREOF, the Parties have caused this Participation Agreement to be executed by their duly authorized officers on the date first appearing above.

DESARROLLOS MINEROS SAN LUIS, S.A. de C.V.
		By:
				Name:		Julieta Kuri Sawaya
				Title:		Corporate Legal Manager
		By:
				Name:		J. Federico Villaseñor Buchanan
				Title:		Business Director
PRIMERO MINING CORP.
		By:
				Name:		Wade Nesmith
				Title:		Executive Chairman and Director
		By:
				Name:		David Blaiklock
				Title:		Chief Financial Officer

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Exhibit 2

THIS ASSIGNMENT AGREEMENT is effective as of the 6^th day of August, 2010.

AMONG:

DESARROLLOS MINEROS SAN LUIS, S.A. de C.V., a corporation existing under the laws of Mexico (“DMSL”)

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GOLDCORP INC., a corporation incorporated under the laws of the Province of Ontario (“Goldcorp”)

WHEREAS, DMSL and Primero Mining Corp. (“Primero”) entered into a participation agreement dated the 6^th day of August, 2010 (the “Participation Agreement”) providing DMSL with certain participation rights with respect to the common shares of Primero (the “Primero Shares”) held by DMSL;

AND WHEREAS, pursuant to Section 12 of the Participation Agreement, DMSL wishes to assign its rights under the Participation Agreement to Goldcorp;

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the premises and the mutual agreements in this Agreement, and of consideration the receipt and sufficiency of which are acknowledged by each party, the parties agree as follows:

1. Assignment DMSL hereby assigns all of its right, title and interest under the Participation Agreement to Goldcorp, free and clear of any and all liens, charges, encumbrances, mortgages and claims of others.

2. Assumption Goldcorp hereby agrees to assume all of DMSL’s rights and obligations under the Participation Agreement, and agrees to be bound by the provisions of the Participation Agreement.

3. Participation Agreement Except as provided herein, all of the terms and conditions of the Participation Agreement shall remain in full force and effect, unamended.

4. Laws This Agreement shall be construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

5. Time of Essence Time shall be of the essence of this Agreement.

6. Counterparts This Agreement may be executed in counterparts and delivered in original or portable document format (.PDF) or by facsimile transmission (with executed originals to be delivered), each of which shall constitute an original and each of which taken together shall constitute one and the same instrument.

7. Enurement This Agreement shall enure to and be binding upon the parties hereto and their respective successors and permitted assigns.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date above written.

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