Common use of Liquidation Call Rights Clause in Contracts

Liquidation Call Rights. (a) Subject to the limitations set forth in Section 5.2(b), including that Callco shall only be entitled to exercise its Liquidation Call Right with respect to those holders of Exchangeable Shares, if any, in respect of which US Gold has not exercised its Liquidation Call Right, US Gold and Callco shall each have the overriding right (a "Liquidation Call Right"), in the event of and notwithstanding the proposed liquidation, dissolution or winding up of the Corporation or any other distribution of the assets of the Corporation for the purpose of winding up its affairs pursuant to Section 5.1 hereof, to purchase from all but not less than all of the holders of Exchangeable Shares on the Liquidation Date (other than US Gold and its Subsidiaries) all but not less than all of the Exchangeable Shares held by each such holder on payment by whichever of US Gold or Callco is exercising such right (the "LCR Exercising Party") of an amount per share equal to the Exchangeable Share Price applicable on the last Business Day prior to the Liquidation Date (the "Liquidation Call Purchase Price") which shall be satisfied in full by delivery to such holder of the Exchangeable Share Consideration representing the Liquidation Call Purchase Price. In the event of the exercise of a Liquidation Call Right, each holder of Exchangeable Shares (other than US Gold and its Subsidiaries) shall be obligated to sell all the Exchangeable Shares held by such holder to the LCR Exercising Party on the Liquidation Date on payment by the LCR Exercising Party to the holder of the Liquidation Call Purchase Price for each such share and the Corporation shall have no obligation to pay any Liquidation Amount to the holders of such shares so purchased by the LCR Exercising Party. (b) Callco shall only be entitled to exercise its Liquidation Call Right with respect to those holders of Exchangeable Shares, if any, in respect of which US Gold has not exercised its Liquidation Call Right. In order to exercise its Liquidation Call Right, an LCR Exercising Party must notify in writing the Transfer Agent, as agent for the holders of Exchangeable Shares, the Trustee and the Corporation of its intention to exercise such right at least 30 days before the Liquidation Date in the case of a voluntary liquidation, dissolution or winding up of the Corporation and at least five Business Days before the Liquidation Date in the case of an involuntary liquidation, dissolution or winding up of the Corporation. The Transfer Agent will notify the holders of Exchangeable Shares as to whether or not a Liquidation Call Right has been exercised (such notice to specify the LCR Exercising Party and such form of notice to be provided by US Gold to the Transfer Agent) forthwith after the earlier of: (i) the date notice of exercise has been provided to the Transfer Agent; and (ii) the expiry of the date by which the same may be exercised. If an LCR Exercising Party exercises its Liquidation Call Right in accordance with this Section 5.2, all obligations of the Corporation under Section 5.1 shall terminate and on the Liquidation Date such LCR Exercising Party will purchase and the holders of Exchangeable Shares (other than US Gold and its Subsidiaries) will sell all of their Exchangeable Shares then outstanding for a price per share equal to the Liquidation Call Purchase Price (payable in the form of Exchangeable Share Consideration). (c) For the purposes of completing a purchase of the Exchangeable Shares pursuant to the exercise of a Liquidation Call Right, the LCR Exercising Party shall deposit or cause to be deposited, with the Transfer Agent, on or before the Liquidation Date, the Exchangeable Share Consideration representing the aggregate Liquidation Call Purchase Price less any required Tax withholdings. Provided that the aggregate Liquidation Call Purchase Price has been so deposited with the Transfer Agent, on and after the Liquidation Date holders of the Exchangeable Shares (other than US Gold and its Subsidiaries) shall cease to be holders of the Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive such holder's proportionate part of the total Liquidation Call Purchase Price payable by the LCR Exercising Party, without interest, upon presentation and surrender of certificates representing the Exchangeable Shares held by such holder and the holder shall be deemed for all purposes to be holders of US Gold Common Stock to which such holder is entitled. Upon surrender to the Transfer Agent of a certificate representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares under the ABCA and the articles of the Corporation and such additional documents and instruments as the Transfer Agent and the Corporation may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of the LCR Exercising Party shall deliver to such holder, the Exchangeable Share Consideration representing the Liquidation Call Purchase Price. If neither US Gold nor Callco exercises its Liquidation Call Right in the manner described above, on the Liquidation Date the holders of Exchangeable Shares shall be entitled to receive in exchange therefor the Liquidation Amount otherwise payable by the Corporation in connection with the liquidation, dissolution or winding up of the Corporation pursuant to Section 5.1 hereof.

Liquidation Call Rights. (a) Subject to the limitations set forth in Section 5.2(b), including that Callco shall only be entitled to exercise its Liquidation Call Right with respect to those holders of Exchangeable Shares, if any, in respect of which US Gold has not exercised its Liquidation Call Right, US Gold and Callco shall each BPY will have the overriding right (a "“Liquidation Call Right"”), in the event of and notwithstanding the proposed liquidation, dissolution or winding up of the Corporation Partnership or any other distribution of the assets of the Corporation Partnership for the purpose of winding up its affairs pursuant to Section 5.1 hereof, to purchase from all but not less than all of the holders of Exchangeable Shares LP Units on the Liquidation Date (other than US Gold BPY and its Subsidiaries) all but not less than all of the Exchangeable Shares LP Units held by each such holder on payment by whichever of US Gold or Callco is exercising such right (the "LCR Exercising Party") BPY of an amount per share unit equal to the Exchangeable Share LP Unit Price applicable on the last Business Day prior to the Liquidation Date (the "“Liquidation Call Purchase Price") ”), which shall will be satisfied in full by delivery to such holder of the Exchangeable Share Consideration representing the Liquidation Call Purchase PriceLP Unit Consideration. In the event of the exercise of a Liquidation Call Right, each holder of Exchangeable Shares LP Units (other than US Gold BPY and its Subsidiaries) shall will be obligated to sell all the Exchangeable Shares LP Units held by such holder to the LCR Exercising Party BPY on the Liquidation Date on payment by the LCR Exercising Party BPY to the holder of the Liquidation Call Purchase Price for each such share unit and the Corporation shall Partnership will have no obligation to pay any Liquidation Amount to the holders of such shares units so purchased by the LCR Exercising PartyBPY. (b) Callco shall only be entitled to exercise its Liquidation Call Right with respect to those holders of Exchangeable Shares, if any, in respect of which US Gold has not exercised its Liquidation Call Right. In order to exercise its Liquidation Call Right, an LCR Exercising Party BPY must notify in writing the Transfer Agent, as agent for the holders of Exchangeable Shares, the Trustee LP Units and the Corporation Partnership of its intention to exercise such right at least 30 days before the Liquidation Date in the case of a voluntary liquidation, dissolution or winding up of the Corporation Partnership and at least five Business Days before the Liquidation Date in the case of an involuntary liquidation, dissolution or winding up of the CorporationPartnership. The Transfer Agent will notify the holders of Exchangeable Shares LP Units as to whether or not a Liquidation Call Right has been exercised (such notice to specify the LCR Exercising Party and such form of notice to be provided by US Gold BPY to the Transfer Agent) forthwith after the earlier of: (i) the date notice of exercise has been provided to the Transfer Agent; and (ii) the expiry of the date by which the same may be exercised. If an LCR Exercising Party BPY exercises its Liquidation Call Right in accordance with this Section 5.2, all obligations of the Corporation Partnership under Section 5.1 shall will terminate and on the Liquidation Date such LCR Exercising Party BPY will purchase and the holders of Exchangeable Shares LP Units (other than US Gold BPY and its Subsidiaries) will sell all of their Exchangeable Shares LP Units then outstanding for a price per share unit equal to the Liquidation Call Purchase Price (payable in the form of Exchangeable Share LP Unit Consideration). (c) For the purposes of completing a purchase of the Exchangeable Shares LP Units pursuant to the exercise of a Liquidation Call Right, the LCR Exercising Party shall BPY will deposit or cause to be deposited, with the Transfer Agent, on or before the Liquidation Date, the Exchangeable Share LP Unit Consideration representing the aggregate Liquidation Call Purchase Price less any required Tax withholdingsPrice. Provided that the aggregate Liquidation Call Purchase Price has been so deposited with the Transfer Agent, on and after the Liquidation Date holders of the Exchangeable Shares LP Units (other than US Gold BPY and its Subsidiaries) shall will cease to be holders of the Exchangeable Shares LP Units and shall will not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive such holder's ’s proportionate part of the total Liquidation Call Purchase Price payable by the LCR Exercising PartyBPY, without interest, upon presentation and surrender of certificates representing the Exchangeable Shares LP Units held by such holder and the holder shall will be deemed for all purposes to be holders a holder of US Gold Common Stock BPY Units to which such holder is entitled. Upon surrender to the Transfer Agent of a certificate representing Exchangeable SharesLP Units, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares LP Units under the ABCA and Limited Partnerships Act, the articles of the Corporation Partnership Agreement and such additional documents and instruments as the Transfer Agent and the Corporation Partnership may reasonably require, the holder of such surrendered certificate shall will be entitled to receive in exchange therefor, and the Transfer Agent on behalf of the LCR Exercising Party shall BPY will deliver to such holder, the Exchangeable Share LP Unit Consideration representing the Liquidation Call Purchase Price. If neither US Gold nor Callco exercises BPY does not exercise its Liquidation Call Right in the manner described above, on the Liquidation Date the holders of Exchangeable Shares shall LP Units will be entitled to receive in exchange therefor the Liquidation Amount otherwise payable by the Corporation Partnership in connection with the liquidation, dissolution or winding up of the Corporation Partnership pursuant to Section 5.1 hereof.

Liquidation Call Rights. (a1) Subject to the limitations set forth in Section 5.2(b5.2(2), including that Callco ERS shall only be entitled to exercise its Liquidation Call Right with respect to those holders of Exchangeable Shares, if any, in respect of which US Gold has not exercised its Liquidation Call Right, US Gold and Callco shall each have the overriding right (a "Liquidation Call Right"), in the event of and notwithstanding the proposed liquidation, dissolution or winding up of the Corporation or any other distribution of the assets of the Corporation for the purpose of winding up its affairs pursuant referred to in Section 5.1 hereof, to purchase from all but not less than all of the holders (other than ERS) of Exchangeable Shares on the Liquidation Date (other than US Gold and its Subsidiaries) all but not less than all of the Exchangeable Shares held by each such holder on payment by whichever of US Gold or Callco is exercising such right (the "LCR Exercising Party") ERS of an amount per share equal to (a) the Exchangeable Share Current Market Price applicable of a share of ERS Common Stock on the last Business Day prior to the Liquidation Date Date, which shall be satisfied in full by causing to be delivered to such holder one share of ERS Common Stock, plus (b) the Dividend Amount, if any (collectively, the "Liquidation Call Purchase Price") which shall be satisfied in full by delivery to such holder of the Exchangeable Share Consideration representing the Liquidation Call Purchase Price). In the event of the exercise of a Liquidation Call Right, each holder of Exchangeable Shares (other than US Gold and its SubsidiariesERS) shall be obligated to sell all the Exchangeable Shares held by such holder to the LCR Exercising Party ERS on the Liquidation Date on payment by the LCR Exercising Party ERS to the holder of the Liquidation Call Purchase Price for each such share and the Corporation shall have no obligation to pay any Liquidation Amount to the holders of such shares so purchased by the LCR Exercising Partyshare. (b2) Callco shall only be entitled to exercise its Liquidation Call Right with respect to those holders of Exchangeable Shares, if any, in respect of which US Gold has not exercised its Liquidation Call Right. In order to exercise its Liquidation Call Right, an LCR Exercising Party ERS must notify in writing the Transfer Agent, as agent for the holders of Exchangeable Shares, the Trustee and the Corporation of its intention to exercise such right at least 30 55 days before the Liquidation Date in the case of a voluntary liquidation, dissolution or winding up of the Corporation and at least five Business Days before the Liquidation Date in the case of an involuntary liquidation, dissolution or winding up of the Corporation. The Transfer Agent will notify the holders of Exchangeable Shares as to whether or not a Liquidation Call Right has been exercised (such notice to specify the LCR Exercising Party and such form of notice to be provided by US Gold to the Transfer Agent) forthwith after the earlier of: (i) the date notice of exercise has been provided to the Transfer Agent; and (ii) the expiry of the date by which the same may be exercised, such form of notice to be provided by ERS to the Transfer Agent. If an LCR Exercising Party ERS duly exercises its Liquidation Call Right in accordance with this Section 5.2, all obligations of the Corporation under Section 5.1 shall terminate and on the Liquidation Date such LCR Exercising Party ERS will purchase and the holders of Exchangeable Shares (other than US Gold and its Subsidiaries) will sell all of their Exchangeable Shares then outstanding for a price per share equal to the Liquidation Call Purchase Price (payable in the form of Exchangeable Share Consideration)Price. (c3) For the purposes of completing a purchase of the Exchangeable Shares pursuant to the exercise of a Liquidation Call Right, the LCR Exercising Party ERS shall deposit or cause to be deposited, with the Transfer Agent, on or before the Liquidation Date, the Exchangeable Share Consideration certificates representing the aggregate total number of shares of ERS Common Stock deliverable by ERS (which shares shall be duly issued as fully paid and non-assessable and shall be free and clear of any lien, claim, encumbrance, security interest or adverse claim created by ERS or arising from acts or omissions of ERS) in payment of the total Liquidation Call Purchase Price less and a cheque in the amount of the remaining portion of the total Liquidation Call Purchase Price and any required Tax withholdingsinterest allowed on such deposit shall belong to ERS. Provided that the aggregate total Liquidation Call Purchase Price has been so deposited with the Transfer Agent, on and after the Liquidation Date holders the rights of the each holder of Exchangeable Shares (other than US Gold and its SubsidiariesERS) shall cease will be limited to be holders of the Exchangeable Shares and shall not be entitled to exercise any of the rights of holders in respect thereof (including any rights under the Voting and Exchange Trust Agreement), other than the right to receive receiving such holder's proportionate part of the total Liquidation Call Purchase Price payable by the LCR Exercising Party, without interestERS, upon presentation and surrender by the holder of Exchangeable Shares of certificates representing the Exchangeable Shares held by such holder in accordance with the following provisions and the such holder shall on and after the Liquidation Date be considered and deemed for all purposes to be holders the holder of US Gold the shares of ERS Common Stock delivered to which such holder is entitledholder. Upon surrender to the Transfer Agent of a certificate representing Exchangeable Shares, together with such other documents and instruments as may be required to effect a transfer of Exchangeable Shares Shares, under the ABCA and the articles of the Corporation CBCA and such additional documents and instruments as the Transfer Agent and the Corporation may reasonably require, the holder of such surrendered certificate shall be entitled to receive in exchange therefor, and the Transfer Agent on behalf of the LCR Exercising Party ERS shall deliver to such holder, the Exchangeable Share Consideration a certificate representing the shares of ERS Common Stock to which such holder is entitled and a cheque in payment of the remaining portion, if any, of the holder's proportionate part of the total Liquidation Call Purchase Price. If neither US Gold nor Callco exercises ERS does not exercise its Liquidation Call Right in the manner described above, on the Liquidation Date the holders of Exchangeable Shares shall be entitled to receive in exchange therefor the Liquidation Amount otherwise payable by the Corporation in connection with the liquidation, dissolution or winding up of the Corporation pursuant to Section 5.1 hereof.