Common use of Mailings to Shareholders Clause in Contracts

Mailings to Shareholders. (1) With respect to each US Gold Meeting and US Gold Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as US Gold utilizes in communications to holders of shares of US Gold Common Stock, subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List, on the same day as the mailing or notice (or other communication) with respect thereto is commenced by US Gold to its stockholders: (a) a copy of such notice, together with any related materials, including any proxy or information statement or listing particulars, to be provided to shareholders of US Gold but excluding proxies to vote shares of US Gold Common Stock; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such US Gold Meeting or US Gold Consent, as the case may be, or, pursuant and subject to Section 4.7, to attend such US Gold Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his, her or its designee to exercise personally such holder's Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of US Gold to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of: (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a US Gold Meeting shall not be later than the close of business on the Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such meeting; and (ii) of the method for revoking or amending such instructions. (2) The materials referred to in this Section 4.3 are to be provided to the Trustee by US Gold, and the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materials. Subject to the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common Stock. US Gold agrees not to communicate with holders of shares of US Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold delivers a certificate to the Trustee stating that US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any US Gold Meeting or US Gold Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by US Gold or by applicable Law for purposes of determining shareholders entitled to vote at such US Gold Meeting. US Gold will notify the Trustee of any decision of the board of directors of US Gold with respect to the calling of any US Gold Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (1) With respect to each US Gold MEC Meeting and US Gold MEC Consent, the Trustee will MEC shall use its reasonable efforts to mail or cause to be mailed (or otherwise communicate in the same manner as US Gold MEC utilizes in communications to holders of shares of US Gold Common Stock, subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner and provided that such manner of communications is reasonably available to the TrusteeMEC Class A Shares) to each of the Beneficiaries named in the ListHolders, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by US Gold MEC to its stockholdersshareholders: (a) a copy of such notice, together with any related materials, including any proxy or information statement or listing particulars, materials to be provided to shareholders of US Gold but excluding proxies to vote shares of US Gold Common StockMEC; (b) a statement that such Beneficiary Holder is entitled to instruct the Trustee Magna as to the exercise of the Beneficiary MEC Votes with respect to such US Gold MEC Meeting or US Gold Consent, as the case may be, or, pursuant and subject to Section 4.7, MEC Consent or to attend such US Gold MEC Meeting and to exercise personally the Beneficiary MEC Votes thereat; (c) a statement as to the manner in which such instructions may be given to the TrusteeMagna, including an express indication that instructions may be given to the Trustee Magna to give: (i) a proxy to such Beneficiary Holder or his, her or its his designee to exercise personally such holder's Beneficiary the MEC Votes; or (ii) a proxy to a designated agent or other representative of the management of US Gold MEC to exercise such Beneficiary MEC Votes; (d) a statement that if no such instructions are received from the BeneficiaryHolder, the Beneficiary MEC Votes to which such Beneficiary Holder is entitled will not be exercisedexercised by Magna; (e) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee Magna as contemplated herein; and (f) a statement of: (i) of the time and date by which such instructions must be received by the Trustee Magna in order to be binding upon it, which in the case of a US Gold an MEC Meeting shall not be later earlier than the close of business on the second Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such meeting; , and (ii) of the method for revoking or amending such instructions. (2) The materials referred to in this Section 4.3 are to be provided to the Trustee by US Gold, and the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materials. Subject to the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common Stock. US Gold agrees not to communicate with holders of shares of US Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold delivers a certificate to the Trustee stating that US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining Beneficiary MEC Votes to which a Beneficiary Holder is entitled in respect of any US Gold MEC Meeting or US Gold MEC Consent, the number of Exchangeable Shares owned of record by the Beneficiary Holder shall be determined at the close of business on the record date established by US Gold or by applicable Law for purposes of determining shareholders entitled to vote at such US Gold MeetingRecord Date. US Gold MEC will notify the Trustee Magna of any decision of the board Board of directors Directors of US Gold MEC with respect to the calling of any US Gold MEC Meeting and shall provide all necessary information and materials to the Trustee Magna in each case promptly and in any event in sufficient time to enable the Trustee Magna to perform its obligations contemplated by this Section 4.3Agreement.

Mailings to Shareholders. (1) With respect to each US Gold RVI Meeting and US Gold RVI Consent, the Trustee will mail use its reasonable efforts to or cause to be mailed (or otherwise communicate in the same manner as US Gold RVI utilizes in communications to holders of shares of US Gold RVI Common Stock, subject to applicable regulatory requirements the Trustee’s ability to provide this method of communication and to the Trustee upon being advised in writing of such manner and provided that such manner of communications is reasonably available to the Trusteemethod) to each of the Beneficiaries Holders named in the List, List on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by US Gold RVI to its stockholders: (a) a copy of such notice, together with any related materials, including any proxy or information statement or listing particulars, and related materials to be provided to shareholders holders of US Gold but excluding proxies to vote shares of US Gold RVI Common Stock; (b) a statement of the number of Holder Votes which the Holder is entitled to exercise; (c) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such US Gold RVI Meeting or US Gold RVI Consent, as the case may be, or, pursuant and subject to Section 4.74.7 hereof, to attend such US Gold RVI Meeting and to exercise personally the Beneficiary Holder Votes thereat; (cd) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary Holder or his, her or its such Holder’s designee to exercise personally such holder's Beneficiary the Holder Votes; or (ii) a proxy to a designated agent or other representative of the management of US Gold RVI to exercise such Beneficiary Holder Votes; (de) a statement that if no such voting instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; (ef) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (fg) a statement of: of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a US Gold RVI Meeting shall not be later earlier than the close of business on the Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such meeting; , and (ii) of the method for revoking or amending such instructions. (2) . The materials referred to in this Section 4.3 above are to be provided by RVI to the Trustee by US GoldTrustee, and the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) but shall (if reasonably practicable to do so) be subject to reasonable review and comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materialsTrustee. Subject to the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common Stock. US Gold agrees not to communicate with holders of shares of US Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold delivers a certificate to the Trustee stating that US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Holder Votes to which a Beneficiary Holder is entitled in respect of any US Gold such RVI Meeting or US Gold RVI Consent, the number of Exchangeable Shares owned of record by the Beneficiary Holder shall be determined at the close of business on the record date established by US Gold RVI or by applicable Law law for purposes of determining shareholders stockholders entitled to vote at such US Gold MeetingRVI Meeting or to give written consent in connection with such RVI Consent. US Gold RVI will notify the Trustee in writing of any decision of the board of directors of US Gold RVI with respect to the calling of any US Gold such RVI Meeting or the seeking of any such RVI Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (1) With respect to each US Gold Trilogy Parent Meeting and US Gold Trilogy Parent Consent, the Trustee will promptly mail or cause to be mailed (or otherwise communicate in the same manner as US Gold Trilogy Parent utilizes in communications to holders of shares of US Gold Common StockTrilogy Parent Shares, subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner and provided that such manner of communications is reasonably available to the Trustee) ), at the expense of Trilogy Subsidiary, to each of the Beneficiaries named in the List, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by US Gold Trilogy Parent to its stockholdersshareholders: (a) a copy of such notice, together with any related materials, including any proxy circular or information statement or listing particularsstatement, to be provided to shareholders of US Gold but excluding proxies to vote shares of US Gold Common StockTrilogy Parent; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such US Gold Trilogy Parent Meeting or US Gold Consent, as the case may be, Trilogy Parent Consent or, pursuant and subject to Section 4.7, to attend such US Gold Meeting and to exercise personally the Beneficiary Votes thereatTrilogy Parent Meeting; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his, her or its designee to exercise personally such holder's Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of US Gold to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercisedexercised by the Trustee; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of: (i) of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a US Gold an Trilogy Parent Meeting shall not be later earlier than the close of business on the second Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such meeting; , and (ii) of the method for revoking or amending such instructions. (2) . The materials referred to in this Section 4.3 are to be provided to the Trustee by US GoldTrilogy Parent, and the materials referred to in Sections 4.3(1)(b4.3(c) (statement as to the manner in which instructions may be given), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e4.3(e) (form of direction) and 4.3(1)(f4.3(f) (statement of the time and date by which instructions must be received) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materials. Subject to the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common Stock. US Gold agrees not to communicate with holders of shares of US Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold delivers a certificate to the Trustee stating that US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any US Gold Trilogy Parent Meeting or US Gold Trilogy Parent Consent, the number of Exchangeable Shares Trilogy Class C Units owned of record by the Beneficiary shall be determined at the close of business on the record date established by US Gold Trilogy Parent or by applicable Law law for purposes of determining shareholders entitled to vote at such US Gold MeetingTrilogy Parent Meeting or entitled to give consent in connection with such Trilogy Parent Consent. US Gold Trilogy Parent will notify provide written notice to the Trustee of any decision of the board Trilogy Parent Board of directors of US Gold Directors with respect to the calling of any US Gold Trilogy Parent Meeting or the seeking of any Trilogy Parent Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (1) With respect to each US Gold ParentCo Meeting and US Gold ParentCo Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as US Gold utilizes ParentCo uses in communications to holders of shares of US Gold ParentCo Common StockShares, subject to applicable regulatory requirements the Trustee's ability to provide such other method of communication and to the Trustee upon being advised in writing of such manner and provided that such manner of communications is reasonably available to the Trusteemethod) to each of the Beneficiaries Holders named in the List, Voting List on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by US Gold ParentCo to its stockholdersholders of ParentCo Common Shares: (a) a copy of such notice, together with any related materials, including any proxy or information statement or listing particulars, and related materials to be provided to shareholders holders of US Gold but excluding proxies to vote shares of US Gold ParentCo Common StockShares; (b) a statement that such Beneficiary as to the number of Holder Votes which the Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such US Gold Meeting or US Gold Consent, as the case may be, or, pursuant and subject to Section 4.7, to attend such US Gold Meeting and to exercise personally the Beneficiary Votes thereatexercise; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary Holder or his, her or its his designee to exercise personally such holder's Beneficiary the Holder Votes; or (ii) a proxy to a designated agent or other representative of the management of US Gold ParentCo to exercise such Beneficiary Holder Votes; (d) a statement that if no such voting instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; (e) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (f) a statement of: of (i) the time and date by which such voting instructions must be received by the Trustee in order to be binding upon it, which in the case of a US Gold ParentCo Meeting shall not be later earlier than the close of business on the Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such voting meeting; , and (ii) of the method for revoking or amending such voting instructions. (2) The materials referred . ParentCo hereby covenants to in this Section 4.3 are to be provided provide to the Trustee by US GoldTrustee, and the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner; providedmanner and for the benefit of the Holders, however, that the Trustee shall have no obligation to review such materials. Subject to shareholder materials and a form of the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common Stock. US Gold agrees not to communicate with holders of shares of US Gold Common Stock with respect to the materials accompanying documents referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiariesabove. Notwithstanding the foregoing, US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold delivers a certificate to the Trustee stating that US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Holder Votes to which a Beneficiary Holder is entitled in respect of any US Gold such ParentCo Meeting or US Gold ParentCo Consent, the number of Exchangeable Shares owned of record by the Beneficiary Holder shall be determined at the close of business on the record date established by US Gold ParentCo or by applicable Law law for purposes of determining shareholders entitled to vote at such US Gold MeetingParentCo Meeting or to give written consent in connection with such ParentCo Consent. US Gold ParentCo will notify the Trustee in writing of any decision of the board of directors of US Gold ParentCo with respect to the calling of any US Gold such ParentCo Meeting and or the seeking of any such ParentCo Consent and, together with the Corporation, shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3. The Corporation shall provide to the Trustee, in a timely manner, a current list of the Holders, and the number of Exchangeable Shares held of record by each Holder, in order to make such calculation of Holder Votes and give the information required by Section 4.3(b).

Mailings to Shareholders. (1) With respect to each US Gold OSI Meeting and US Gold OSI Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as US Gold OSI utilizes in communications to holders of shares of US Gold OSI Common Stock, subject to applicable regulatory requirements the Trustee's ability to provide this method of communication and to the Trustee upon being advised in writing of such manner and provided that such manner of communications is reasonably available to the Trusteemethod) to each of the Beneficiaries Holders named in the List, List on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by US Gold OSI to its stockholders: (a) a copy of such notice, together with any related materials, including any proxy or information statement or listing particulars, and related materials to be provided to shareholders holders of US Gold but excluding proxies to vote shares of US Gold OSI Common Stock; (b) a statement of the number of Holder Votes which the Holder is entitled to exercise; (c) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such US Gold OSI Meeting or US Gold OSI Consent, as the case may be, or, pursuant and subject to Section 4.74.7 hereof, to attend such US Gold OSI Meeting and to exercise personally the Beneficiary Holder Votes thereat; (cd) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary Holder or his, her or its such Holder's designee to exercise personally such holder's Beneficiary the Holder Votes; or (ii) a proxy to a designated agent or other representative of the management of US Gold OSI to exercise such Beneficiary Holder Votes; (de) a statement that if no such voting instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; (ef) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (fg) a statement of: of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a US Gold OSI Meeting shall not be later earlier than the close of business on the Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such meeting; , and (ii) of the method for revoking or amending such instructions. (2) . The materials referred to in this Section 4.3 above are to be provided by OSI to the Trustee by US GoldTrustee, and the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) but shall (if reasonably practicable to do so) be subject to reasonable review and comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materials. Subject to the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common Stock. US Gold agrees not to communicate with holders of shares of US Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold delivers a certificate to the Trustee stating that US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3Trustee. (3) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any US Gold Meeting or US Gold Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by US Gold or by applicable Law for purposes of determining shareholders entitled to vote at such US Gold Meeting. US Gold will notify the Trustee of any decision of the board of directors of US Gold with respect to the calling of any US Gold Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (1) With respect to each US Gold Merilus USA Meeting and US Gold Merilus USA Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as US Gold Merilus USA utilizes in communications to holders of shares of US Gold Merilus USA Common Stock, subject to applicable regulatory requirements the Trustee's ability to provide this method of communication and to the Trustee on being advised in writing of such manner and provided that such manner of communications is reasonably available to the Trusteemethod) to each of the Beneficiaries Holders named in the List, List on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by US Gold Merilus USA to its stockholders: (a) a copy of such notice, together with any related materials, including any proxy or information statement or listing particulars, and related materials to be provided to shareholders stockholders of US Gold but excluding proxies to vote shares of US Gold Common StockMerilus USA; (b) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such US Gold Merilus USA Meeting or US Gold Merilus USA Consent, as the case may be, or, pursuant and subject to Section 4.74.7 hereof, to attend such US Gold Merilus USA Meeting and to exercise personally the Beneficiary Holder Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary Holder or his, her or its such Holder's designee to exercise personally such holder's Beneficiary the Holder Votes; or (ii) a proxy to a designated agent or other representative of the management of US Gold Merilus USA to exercise such Beneficiary Holder Votes; (d) a statement that if no such instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; (e) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (f) a statement of: : (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon on it, which in the case of a US Gold Merilus USA Meeting shall will not be later earlier than the close of business on the Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such meeting; , and (ii) of the method for revoking or amending such instructions. (2) . The materials referred to in this Section 4.3 above are to be provided by Merilus USA to the Trustee by US GoldTrustee, and the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) shall (if reasonably practicable to do so) but will be subject to reasonable review and comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materialsTrustee. Subject to the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common Stock. US Gold agrees not to communicate with holders of shares of US Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold delivers a certificate to the Trustee stating that US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Holder Votes to which a Beneficiary Holder is entitled in respect of any US Gold such Merilus USA Meeting or US Gold Merilus USA Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall Holder will be determined at the close of business on the record date established by US Gold Merilus USA or by applicable Law law for purposes of determining shareholders stockholders entitled to vote at such US Gold MeetingMerilus USA Meeting or to give written consent in connection with such Merilus USA Consent. US Gold Merilus USA will notify the Trustee in writing of any decision of the board of directors of US Gold Merilus USA with respect to the calling of any US Gold such Merilus USA Meeting or the seeking of any such Merilus USA Consent and shall will provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (1) With respect to each US Gold Parent Meeting and US Gold Parent Consent, the Trustee will Escrow Agent shall mail or cause to be mailed (or otherwise communicate in the same manner as US Gold Parent utilizes in communications to holders of shares of US Gold Parent Common Stock, subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner and provided that such manner of communications is reasonably available to the TrusteeShares) to each of the Beneficiaries Company Equity Participants named in the List, List on the same day as the initial mailing or of notice (or other communication) with respect thereto is commenced given by US Gold Parent or any third party to its stockholders: (a) : a copy of such notice, together with any related materials, including any proxy or information statement or listing particulars, and related materials to be provided to shareholders stockholders of US Gold but excluding proxies to vote shares of US Gold Common Stock; (b) Parent, a statement that such Beneficiary Company Equity Participant is entitled to instruct the Trustee Escrow Agent as to the exercise of the Beneficiary Votes Company Equity Participant's votes with respect to such US Gold Parent Meeting or US Gold Parent Consent, as the case may be, or, pursuant and subject to Section 4.7section 4.7 hereof, to attend such US Gold Parent Meeting and to exercise personally the Beneficiary Votes Company Equity Participant's votes thereat; (c) ; a statement as to the manner in which such instructions may be given to the TrusteeEscrow Agent, including an express indication that instructions may be given to the Trustee Escrow Agent to give: (i) : a proxy to such Beneficiary Company Equity Participant or his, her or its his designee to exercise personally such holderthe Company Equity Participant's Beneficiary Votesvotes; or (ii) or a proxy to a designated agent or other representative of the management of US Gold Parent to exercise such Beneficiary Votes; (d) Company Equity Participant's votes; a statement that if no such instructions are received from the BeneficiaryCompany Equity Participant, the Beneficiary Votes Company Equity Participant votes to which such Beneficiary Company Equity Participant is entitled will not be exercised; (e) ; a form of direction whereby the Beneficiary Company Equity Participant may so direct and instruct the Trustee Escrow Agent as contemplated herein; and (f) and a statement of: of (i) the time and date by which such instructions must be received by the Trustee Escrow Agent in order to be binding upon it, which in the case of a US Gold Parent Meeting shall not be later than the close of business on the second Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such meeting; , and (ii) of the method for revoking or amending such instructions. (2) . The materials statements referred to in this Section section 4.3 are to (a)-(f) shall be provided prepared by Parent. Parent shall provide a copy to the Trustee by US Gold, and Escrow Agent for the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by Escrow Agent's review at least 3 Business Days before the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materials. Subject to the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders mailing of shares of US Gold Common Stock. US Gold agrees not to communicate with holders of shares of US Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries4.3. Notwithstanding the foregoing, US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold delivers a certificate to the Trustee stating that US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Votes the votes to which a Beneficiary Company Equity Participant is entitled in respect of any US Gold such Parent Meeting or US Gold Parent Consent, the number of Exchangeable Indemnity Shares owned of record by the Beneficiary Escrow Agent on behalf of such Company Equity Participant shall be determined at the close of business on the record date established by US Gold Parent or by applicable Law law for purposes of determining shareholders stockholders entitled to vote at such US Gold MeetingParent Meeting or to give written consent in connection with such Parent Consent. US Gold will Parent shall notify the Trustee Escrow Agent of any decision of the board of directors of US Gold Parent with respect to the calling of any US Gold such Parent Meeting or the seeking by Parent of any such Parent Consent and shall provide all necessary information and materials to the Trustee Escrow Agent in each case promptly and in any event in sufficient time to enable the Trustee Escrow Agent to perform its obligations contemplated by this Section section 4.3.

Mailings to Shareholders. (1) With respect to each US Gold Parent Meeting and US Gold Parent Consent, the Trustee (unless Parent gives written notice to Trustee that Parent will do the mailing, in which case, the Parent) shall mail or cause to be mailed (or otherwise communicate in the same manner as US Gold Parent utilizes in communications to holders of shares of US Gold Parent Common Stock, subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries Holders named in the List, List on the same day as the initial mailing or of notice (or other communication) with respect thereto is commenced given by US Gold Parent or any third party to its stockholders: (a) a copy of such notice, together with any related materials, including any proxy or information statement or listing particulars, and related materials to be provided to shareholders stockholders of US Gold but excluding proxies to vote shares of US Gold Common Stock;Parent, (b) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such US Gold Parent Meeting or US Gold Parent Consent, as the case may be, or, pursuant and subject to Section 4.7section 4.7 hereof, to attend such US Gold Parent Meeting and to exercise personally the Beneficiary Holder Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary Holder or his, her or its his designee to exercise personally such holder's Beneficiary the Holder Votes; or (ii) a proxy to a designated agent or other representative of the management of US Gold Parent to exercise such Beneficiary Holder Votes; (d) a statement that if no such instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; (e) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (f) a statement of: of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a US Gold Parent Meeting shall not be later earlier than the close of business on the second Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such meeting; , and (ii) of the method for revoking or amending such instructions. (2) . The materials referred to in this Section 4.3 are to be provided to the Trustee by US Gold, and the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee Parent in a timely manner; provided, howeverand in any event no later than two full Business Days prior to the Parent's anticipated mailing to stockholders, that so as to enable the Holders to exercise its rights hereunder. The Trustee shall have no obligation responsibility to review such materials. Subject to the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common Stock. US Gold agrees not to communicate with holders of shares of US Gold Common Stock with respect to mail the materials referred to in this Section 4.3 otherwise than by mail section unless such method of communication is also reasonably available the same have been timely provided to the Trustee in sufficient quantity for communication with the Beneficiariessuch distribution as provided in Section 4.4. Notwithstanding the foregoing, US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold delivers a certificate to the Trustee stating that US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Holder Votes to which a Beneficiary Holder is entitled in respect of any US Gold such Parent Meeting or US Gold Parent Consent, the number of Exchangeable Shares owned of record by the Beneficiary Holder shall be determined at the close of business on the record date established by US Gold Parent or by applicable Law law for purposes of determining shareholders stockholders entitled to vote at such US Gold MeetingParent Meeting or to give written consent in connection with such Parent Consent. US Gold will Parent shall notify the Trustee of any decision of the board of directors of US Gold Parent with respect to the calling of any US Gold such Parent Meeting or the seeking by Parent of any such Parent Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section section 4.3.

Mailings to Shareholders. (1) With respect to each US Gold Pubco Meeting and US Gold Pubco Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as US Gold Pubco utilizes in communications to holders of shares of US Gold Pubco Common Stock, subject to applicable regulatory requirements the Trustee's ability to provide this method of communication and to the Trustee upon being advised in writing of such manner and provided that such manner of communications is reasonably available to the Trusteemethod) to each of the Beneficiaries Holders named in the List, List on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by US Gold Pubco to its stockholders: (ai) a copy of such notice, together with any related materials, including any proxy or information statement or listing particulars, and related materials to be provided to shareholders stockholders of US Gold but excluding proxies to vote shares of US Gold Common StockPubco; (bii) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such US Gold Pubco Meeting or US Gold Pubco Consent, as the case may be, or, pursuant and subject to Section 4.74(g) hereof, to attend such US Gold Pubco Meeting and to exercise personally the Beneficiary Holder Votes thereat; (ciii) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (iA) a proxy to such Beneficiary Holder or his, her or its his designee to exercise personally such holder's Beneficiary the Holder Votes; or (iiB) a proxy to a designated agent or other representative of the management of US Gold Pubco to exercise such Beneficiary Holder Votes; (div) a statement that if no such instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; (ev) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (fvi) a statement of: of (iA) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a US Gold Pubco Meeting shall not be later than the close of business on the Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such meeting; , and (iiB) of the method for revoking or amending such instructions. (2) . The materials referred to in this Section 4.3 above are to be provided by Pubco to the Trustee by US GoldTrustee, and the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) but shall (if reasonably practicable to do so) be subject to reasonable review and comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materialsTrustee. Subject to the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common Stock. US Gold agrees not to communicate with holders of shares of US Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold delivers a certificate to the Trustee stating that US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Holder Votes to which a Beneficiary Holder is entitled in respect of any US Gold such Pubco Meeting or US Gold Pubco Consent, the number of Exchangeable Shares owned of record by the Beneficiary Holder shall be determined at the close of business on the record date established by US Gold Pubco or by applicable Law law for purposes of determining shareholders stockholders entitled to vote at such US Gold MeetingPubco Meeting or to give written consent in connection with such Pubco Consent. US Gold Pubco will notify the Trustee in writing of any decision of the board of directors of US Gold Pubco with respect to the calling of any US Gold such Pubco Meeting or the seeking of any such Pubco Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.34(c).

Mailings to Shareholders. (1) With respect to each US Gold Orbital Meeting and US Gold Orbital Consent, the Trustee will shall mail or cause to be mailed (or otherwise communicate in the same manner as US Gold Orbital utilizes in communications to holders of shares of US Gold Orbital Common Stock, subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner and provided that such manner of communications is reasonably available to the TrusteeShares) to each of the Beneficiaries Holders named in the List, List on the same day as the initial mailing or of notice (or other communication) with respect thereto is commenced given by US Gold Orbital or any third party to its Orbital's stockholders: (a) a copy of such notice, together with any related materials, including any proxy or information statement or listing particulars, to be provided to shareholders of US Gold but excluding proxies to vote shares of US Gold Common Stock; (b) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such US Gold Orbital Meeting or US Gold Orbital Consent, as the case may be, or, pursuant and subject to Section 4.7as set forth in section 4.7 hereof, to attend such US Gold Orbital Meeting and to exercise personally the Beneficiary Holder Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary Holder or his, her or its his designee to exercise personally such holder's Beneficiary the Holder Votes; or (ii) a proxy to a designated agent or other representative of the management of US Gold Orbital to exercise such Beneficiary Holder Votes; (d) a statement that if no such instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; (e) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated hereinherein (which form shall follow as closely as practicable Orbital's form of proxy); and (f) a statement of: of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a US Gold an Orbital Meeting shall not be later earlier than the close of business on the second Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such meeting; , and (ii) of the method for revoking or amending such instructions. (2) The materials referred to in this Section 4.3 are to be provided to the Trustee by US Gold, and the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materials. Subject to the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common Stock. US Gold agrees not to communicate with holders of shares of US Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold delivers a certificate to the Trustee stating that US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Holder Votes to which a Beneficiary Holder is entitled in respect of any US Gold such Orbital Meeting or US Gold Orbital Consent, the number of Exchangeable Shares owned of record by the Beneficiary Holder shall be determined at the close of business on the record date established by US Gold Orbital or by applicable Law law for purposes of determining shareholders stockholders entitled to vote at such US Gold MeetingOrbital Meeting or to give written consent in connection with such Orbital Consent. US Gold will Orbital shall notify the Trustee of any decision of the board of directors of US Gold Orbital with respect to the calling of any US Gold such Orbital Meeting or the seeking by Orbital of any such Orbital Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.section 4.3 and in any event not later than two Business Days after such decision has been made or such information and materials are available, as the case may be. 11 - 11 -

Mailings to Shareholders. (1) With respect to each US Gold Parent Meeting and US Gold Parent Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as US Gold that the Parent utilizes in communications to holders of shares of US Gold Parent Common Stock, subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner method and provided that such manner its ability to provide this method of communications is reasonably available to the Trusteecommunication) to each of the Beneficiaries Non-Affiliated Holders named in the List, List on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by US Gold the Parent to its stockholders: (a) a copy of such notice, together with any related materials, including any proxy or information statement or listing particulars, and related materials to be provided to shareholders stockholders of US Gold but excluding proxies to vote shares of US Gold Common Stockthe Parent; (b) a statement that such Beneficiary Non-Affiliated Holder is entitled entitled, subject to the provisions of Section 0 hereof, to instruct the Trustee as to the exercise of the Beneficiary Non-Affiliated Holder Votes with respect to such US Gold Parent Meeting or US Gold Parent Consent, as the case may be, or, pursuant and subject to Section 4.70 hereof, to attend such US Gold Parent Meeting and to exercise personally the Beneficiary Non-Affiliated Holder Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his, her Non-Affiliated Holder or its designee to exercise personally such holder's Beneficiary Non-Affiliated Holder Votes; or (ii) a proxy to a designated agent or other representative of the management of US Gold the Parent to exercise such Beneficiary Non-Affiliated Holder Votes; (d) a statement that if no such instructions are received from the BeneficiaryNon-Affiliated Holder, the Beneficiary Non-Affiliated Holder Votes to which such Beneficiary Non-Affiliated Holder is entitled will not be exercised; (e) a form of direction whereby the Beneficiary Non-Affiliated Holder may so direct and instruct the Trustee as to the extent contemplated herein; and (f) a statement of: of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a US Gold Parent Meeting shall not be later earlier than the close of business on the second Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such meeting; , and (ii) of the method for revoking or amending such instructions. (2) . The materials referred to in this Section 4.3 above are to be provided by the Parent to the Trustee by US GoldTrustee, and the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) but shall (if reasonably practicable to do so) be subject to reasonable review and comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materialsTrustee. Subject to the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common Stock. US Gold agrees not to communicate with holders of shares of US Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold delivers a certificate to the Trustee stating that US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Non-Affiliated Holder Votes to which a Beneficiary Non-Affiliated Holder is entitled in respect of any US Gold such Parent Meeting or US Gold Parent Consent, the number of Exchangeable Shares owned of record by the Beneficiary Non-Affiliated Holder shall be determined at the close of business on the record date established by US Gold the Parent or by applicable Law law for purposes of determining shareholders stockholders entitled to vote at such US Gold MeetingParent Meeting or to give written consent in connection with such Parent Consent. US Gold The Parent will notify the Trustee in writing of any decision of the board Parent Board of directors of US Gold Directors with respect to the calling of any US Gold such Parent Meeting or the seeking of any such Parent Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.30.

Mailings to Shareholders. (1) With respect to each US Gold Acquirer Meeting and US Gold Acquirer Consent, the Trustee will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as US Gold Acquirer utilizes in communications to holders of shares of US Gold Common Stock, Acquirer Shares subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by US Gold Acquirer to its stockholdersshareholders: (a) a copy of such notice, together with any related materials, including any proxy or information statement or listing particularsstatement, to be provided to shareholders of US Gold but excluding proxies to vote shares of US Gold Common StockAcquirer; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such US Gold Acquirer Meeting or US Gold Consent, as the case may be, Acquirer Consent or, pursuant and subject to Section 4.7, to attend such US Gold Acquirer Meeting and to exercise personally thereat the Beneficiary Votes thereatof such Beneficiary; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his, her or its designee to exercise personally such holder's the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of US Gold Acquirer to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of: (i) of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a US Gold Acquirer Meeting shall not be later earlier than the close of business on the second Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such meeting; , and (ii) of the method for revoking or amending such instructions. (2) . For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Acquirer Meeting or Acquirer Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Acquirer or by applicable law for purposes of determining shareholders entitled to vote at such Acquirer Meeting or to give written consent in connection with such Acquirer Consent. Acquirer will notify the Trustee of any decision of the Board of Directors of Acquirer with respect to the calling of any Acquirer Meeting or the seeking of any Acquirer Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3. The materials referred to in this Section 4.3 are to be provided to the Trustee by US Gold, Acquirer and the materials referred to in Sections 4.3(1)(bSection 4.3(c), 4.3(1)(c), 4.3(1)(d), 4.3(1)(eSection 4.3(e) and 4.3(1)(fSection 4.3(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materials. Subject to the foregoing, US Gold Acquirer shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common StockAcquirer Shares. US Gold Acquirer agrees not to communicate with holders of shares of US Gold Common Stock Acquirer Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, US Gold Acquirer may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold Acquirer delivers a certificate to the Trustee stating that US Gold Acquirer has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any US Gold Meeting or US Gold Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by US Gold or by applicable Law for purposes of determining shareholders entitled to vote at such US Gold Meeting. US Gold will notify the Trustee of any decision of the board of directors of US Gold with respect to the calling of any US Gold Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (1) With respect to each US Gold Parent Meeting and US Gold Parent Consent, the Trustee will use its reasonable best efforts to mail or cause to be mailed (or otherwise communicate in the same manner as US Gold that the Parent utilizes in communications to holders of shares of US Gold Parent Common Stock, subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner method and provided that such manner its ability to provide this method of communications is reasonably available to the Trusteecommunication) to each of the Beneficiaries Non-Affiliated Holders named in the List, List on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by US Gold the Parent to its stockholdersshareholders: (a) a copy of such notice, together with any related materials, including any proxy or information statement or listing particulars, and related materials to be provided to shareholders of US Gold but excluding proxies to vote shares of US Gold Common Stockthe Parent; (b) a statement that such Beneficiary Non-Affiliated Holder is entitled entitled, subject to the provisions of section 4.7 hereof, to instruct the Trustee as to the exercise of the Beneficiary Non-Affiliated Holder Votes with respect to such US Gold Parent Meeting or US Gold Parent Consent, as the case may be, or, pursuant and subject to Section 4.7section 4.7 hereof, to attend such US Gold Parent Meeting and to exercise personally the Beneficiary Non-Affiliated Holder Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including including, in the case of a Parent Meeting, an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his, her Non-Affiliated Holder or its duly appointed designee to exercise personally such holder's Beneficiary Non-Affiliated Holder Votes; or (ii) a proxy to a duly appointed designated agent or other representative of the management of US Gold the Parent to exercise such Beneficiary Non-Affiliated Holder Votes; (d) a statement that if no such instructions are received from the BeneficiaryNon-Affiliated Holder, the Beneficiary Non-Affiliated Holder Votes to which such Beneficiary Non-Affiliated Holder is entitled will not be exercised; (e) a form of direction whereby the Beneficiary Non-Affiliated Holder may so direct and instruct the Trustee as contemplated herein; and (f) a statement of: of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a US Gold Parent Meeting shall not be later earlier than the close of business on the second Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such meeting; , and (ii) of the method for revoking or amending such instructions. (2) . The materials referred to in this Section 4.3 above are to be provided by the Parent to the Trustee by US GoldTrustee, and the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) but shall (if reasonably practicable to do so) be subject to reasonable review and comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materialsTrustee. Subject to the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common Stock. US Gold agrees not to communicate with holders of shares of US Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold delivers a certificate to the Trustee stating that US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Non-Affiliated Holder Votes to which a Beneficiary Non-Affiliated Holder is entitled in respect of any US Gold such Parent Meeting or US Gold Parent Consent, the number of Exchangeable Shares owned of record by the Beneficiary Non-Affiliated Holder shall be determined at the close of business on the record date established by US Gold the Parent or by applicable Law law for purposes of determining shareholders entitled to vote at such US Gold MeetingParent Meeting or to give written consent in connection with such Parent Consent. US Gold The Parent will notify the Trustee in writing of any decision of the board of directors of US Gold the Parent with respect to the calling of any US Gold such Parent Meeting or the seeking of any such Parent Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section section 4.3.

Mailings to Shareholders. (1) With respect to each US Gold Weatherford Meeting and US Gold Weatherford Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as US Gold Weatherford utilizes in communications to holders of shares of US Gold Weatherford Common Stock, subject to applicable regulatory requirements the Trustee's ability to provide this method of communication and to the Trustee upon being advised in writing of such manner and provided that such manner of communications is reasonably available to the Trusteemethod) to each of the Beneficiaries Holders named in the List, List on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by US Gold Weatherford to its stockholders: (ai) a copy of such notice, together with any related materials, including any proxy or information statement or listing particulars, and related materials to be provided to shareholders stockholders of US Gold but excluding proxies to vote shares of US Gold Common StockWeatherford; (bii) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such US Gold Weatherford Meeting or US Gold Weatherford Consent, as the case may be, or, pursuant and subject to Section 4.74(g) hereof, to attend such US Gold Weatherford Meeting and to exercise personally as the Beneficiary proxy of the Trustee, the Holder Votes thereat; (ciii) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (iA) a proxy to such Beneficiary Holder or his, her or its his designee to exercise personally such holder's Beneficiary the Holder Votes; or (iiB) a proxy to a designated agent or other representative of the management of US Gold Weatherford to exercise such Beneficiary Holder Votes; (div) a statement that if no such instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; (ev) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (fvi) a statement of: of (iA) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a US Gold Weatherford Meeting shall not be later earlier than the close of business on the Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such meeting; , and (iiB) of the method for revoking or amending such instructions. (2) . The materials referred to in this Section 4.3 above are to be provided by Weatherford to the Trustee by US GoldTrustee, and the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) but shall (if reasonably practicable to do so) be subject to reasonable review and comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materialsTrustee. Subject to the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common Stock. US Gold agrees not to communicate with holders of shares of US Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold delivers a certificate to the Trustee stating that US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Holder Votes to which a Beneficiary Holder is entitled in respect of any US Gold such Weatherford Meeting or US Gold Weatherford Consent, the number of Series 1 Exchangeable Shares owned of record by the Beneficiary Holder shall be determined at the close of business on the record date established by US Gold Weatherford or by applicable Law law for purposes of determining shareholders stockholders entitled to vote at such US Gold MeetingWeatherford Meeting or to give written consent in connection with such Weatherford Consent. US Gold Weatherford will notify the Trustee in writing of any decision of the board of directors of US Gold Weatherford with respect to the calling of any US Gold such Weatherford Meeting or the seeking of any such Weatherford Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.34(c).

Mailings to Shareholders. (1) With respect to each US Gold JAG Meeting and US Gold JAG Consent, the Trustee will use its reasonable efforts to mail or cause to be mailed (or otherwise communicate in the same manner as US Gold JAG utilizes in communications to holders of shares of US Gold JAG Common Stock, subject to applicable regulatory requirements the Trustee's ability to provide this method of communication and to the Trustee upon being advised in writing of such manner and provided that such manner of communications is reasonably available to the Trusteemethod) to each of the Beneficiaries Holders named in the List, List on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by US Gold JAG to its stockholders: (a) a copy of such notice, together with any related materials, including any proxy or information statement or listing particulars, and related materials to be provided to shareholders holders of US Gold but excluding proxies to vote shares of US Gold JAG Common Stock; (b) a statement of the number of Holder Votes which the Holder is entitled to exercise; (c) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such US Gold JAG Meeting or US Gold JAG Consent, as the case may be, or, pursuant and subject to Section 4.74.7 hereof, to attend such US Gold JAG Meeting and to exercise personally the Beneficiary Holder Votes thereat; (cd) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary Holder or his, her or its such Holder's designee to exercise personally such holder's Beneficiary the Holder Votes; or (ii) a proxy to a designated agent or other representative of the management of US Gold JAG to exercise such Beneficiary Holder Votes; (de) a statement that if no such voting instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; (ef) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (fg) a statement of: of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a US Gold JAG Meeting shall not be later earlier than the close of business on the Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such meeting; , and (ii) of the method for revoking or amending such instructions. (2) . The materials referred to in this Section 4.3 above are to be provided by JAG to the Trustee by US GoldTrustee, and the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) but shall (if reasonably practicable to do so) be subject to reasonable review and comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materialsTrustee. Subject to the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common Stock. US Gold agrees not to communicate with holders of shares of US Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold delivers a certificate to the Trustee stating that US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Holder Votes to which a Beneficiary Holder is entitled in respect of any US Gold such JAG Meeting or US Gold JAG Consent, the number of Exchangeable Shares owned of record by the Beneficiary Holder shall be determined at the close of business on the record date established by US Gold JAG or by applicable Law law for purposes of determining shareholders stockholders entitled to vote at such US Gold MeetingJAG Meeting or to give written consent in connection with such JAG Consent. US Gold JAG will notify the Trustee in writing of any decision of the board of directors of US Gold JAG with respect to the calling of any US Gold such JAG Meeting or the seeking of any such JAG Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (1) With respect to each US Gold CCo Meeting and US Gold CCo Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as US Gold CCo utilizes in communications to holders of shares of US Gold CCo Common Stock, subject to applicable regulatory requirements the Trustee's ability to provide this method of communication and to the Trustee upon being advised in writing of such manner and provided that such manner of communications is reasonably available to the Trusteemethod) to each of the Beneficiaries Holders named in the List, List on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by US Gold CCo to its stockholders: (a) a copy of such notice, together with any related materials, including any proxy or information statement or listing particulars, and related materials to be provided to shareholders holders of US Gold but excluding proxies to vote shares of US Gold CCo Common Stock; (b) a statement of the number of Holder Votes which the Holder is entitled to exercise; (c) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such US Gold CCo Meeting or US Gold CCo Consent, as the case may be, or, pursuant and subject to Section 4.74.7 hereof, to attend such US Gold CCo Meeting and to exercise personally the Beneficiary Holder Votes thereat; (cd) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary Holder or his, her or its such Holder's designee to exercise personally such holder's Beneficiary the Holder Votes; or (ii) a proxy to a designated agent or other representative of the management of US Gold CCo to exercise such Beneficiary Holder Votes; (de) a statement that if no such voting instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; (ef) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (fg) a statement of: of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a US Gold CCo Meeting shall not be later earlier than the close of business on the Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such meeting; , and (ii) of the method for revoking or amending such instructions. (2) . The materials referred to in this Section 4.3 above are to be provided by CCo to the Trustee by US GoldTrustee, and the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) but shall (if reasonably practicable to do so) be subject to reasonable review and comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materialsTrustee. Subject to the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common Stock. US Gold agrees not to communicate with holders of shares of US Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold delivers a certificate to the Trustee stating that US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Holder Votes to which a Beneficiary Holder is entitled in respect of any US Gold such CCo Meeting or US Gold CCo Consent, the number of Exchangeable Shares owned of record by the Beneficiary Holder shall be determined at the close of business on the record date established by US Gold CCo or by applicable Law law for purposes of determining shareholders stockholders entitled to vote at such US Gold MeetingCCo Meeting or to give written consent in connection with such CCo Consent. US Gold CCo will notify the Trustee in writing of any decision of the board of directors of US Gold CCo with respect to the calling of any US Gold such CCo Meeting or the seeking of any such CCo Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (1) With respect to each US Gold Parent Meeting and US Gold Parent Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as US Gold Parent utilizes in communications to holders of shares of US Gold Parent Common Stock, subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries Holders named in the List, List on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced or given by US Gold Parent to its stockholders: : (a) a copy of such notice, together with any related materials, including any proxy or information statement or listing particulars, materials to be provided to shareholders stockholders of US Gold but excluding proxies to vote shares of US Gold Common Stock; Parent; (b) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such US Gold Parent Meeting or US Gold Parent Consent, as the case may be, or, pursuant and subject to Section 4.74.8 hereof, to attend such US Gold Parent Meeting and to exercise personally the Beneficiary Holder Votes thereat; ; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: : (i) a proxy to such Beneficiary Holder or his, her or its his designee to exercise personally such holder's Beneficiary the Holder Votes; or or (ii) a proxy to a designated agent or other representative of the management of US Gold Parent to exercise such Beneficiary Holder Votes; ; (d) a statement that if no such instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; ; (e) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and and (f) a statement of: (i) of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a US Gold Parent Meeting shall not be later earlier than the close of business on the second Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such meeting; , and (ii) of the method for revoking or amending such instructions. (2) . The materials referred to in this Section 4.3 above are to be provided by Parent to the Trustee by US GoldTrustee, and the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) but shall (if reasonably practicable to do so) be subject to reasonable review and comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materialsTrustee. Subject to the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common Stock. US Gold agrees not to communicate with holders of shares of US Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold delivers a certificate to the Trustee stating that US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Holder Votes to which a Beneficiary Holder is entitled in respect of any US Gold such Parent Meeting or US Gold Parent Consent, the number of Exchangeable Shares owned of record by the Beneficiary Holder shall be determined at the close of business on the record date established by US Gold Parent or by applicable Law law for purposes of determining shareholders stockholders entitled to vote at such US Gold Meeting. US Gold will notify the Trustee of any decision of the board of directors of US Gold with respect Parent Meeting or to the calling of any US Gold Meeting and shall provide all necessary information and materials to the Trustee give written consent in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.connection with

Mailings to Shareholders. (1) With respect to each US Gold Weyerhaeuser Meeting and US Gold Weyerhaeuser Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as US Gold Weyerhaeuser utilizes in communications to holders of shares of US Gold Weyerhaeuser Common Stock, subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner and provided that such manner of communications is reasonably available to the TrusteeShares) to each of the Beneficiaries named in the ListList referred to in section 4.6, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by US Gold Weyerhaeuser to its stockholdersshareholders: (a) a copy of such notice, together with any related materials, including any proxy or information statement or listing particulars, materials to be provided to shareholders of US Gold but excluding proxies to vote shares of US Gold Common StockWeyerhaeuser; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such US Gold Weyerhaeuser Meeting or US Gold Consent, as the case may be, Weyerhaeuser Consent or, pursuant and subject to Section section 4.7, to attend such US Gold Weyerhaeuser Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his, her or its his designee to exercise personally such holder's the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of US Gold Weyerhaeuser to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of: (i) of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a US Gold Weyerhaeuser Meeting shall not be later earlier than the close of business on the second Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such meeting; , and (ii) of the method for revoking or amending such instructions. (2) The materials referred to in this Section 4.3 are to be provided to the Trustee by US Gold, and the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materials. Subject to the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common Stock. US Gold agrees not to communicate with holders of shares of US Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold delivers a certificate to the Trustee stating that US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any US Gold Weyerhaeuser Meeting or US Gold Weyerhaeuser Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by US Gold Weyerhaeuser or by applicable Law law for purposes of determining shareholders entitled to vote at such US Gold Weyerhaeuser Meeting. US Gold Weyerhaeuser will notify the Trustee of any decision of the board Board of directors Directors of US Gold Weyerhaeuser with respect to the calling of any US Gold Weyerhaeuser Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section section 4.3.

Mailings to Shareholders. (1) With respect to each US Gold Meeting and US Gold ConsentAbitibiBowater Meeting, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as US Gold AbitibiBowater utilizes in communications to holders of shares of US Gold AbitibiBowater Common Stock, subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner and provided that such manner of communications is reasonably available to the TrusteeShares) to each of the Beneficiaries named in the ListList referred to in section 4.6, such mailing or communication to commence on the same day as the commencement of the initial mailing or notice (or other communication) with respect thereto is commenced given by US Gold AbitibiBowater to its stockholdersshareholders: (a) a copy of such notice, together with any related materials, including any proxy or information statement or listing particulars, materials to be provided to shareholders of US Gold but excluding proxies to vote shares of US Gold Common StockAbitibiBowater; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such US Gold AbitibiBowater Meeting or US Gold Consent, as the case may be, or, pursuant and subject to Section section 4.7, to attend such US Gold AbitibiBowater Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his, her or its his designee to exercise personally such holder's the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of US Gold AbitibiBowater to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes Trustee will not have Voting Rights with respect to which such Beneficiary is entitled will not be exercisedVotes; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of: (i) of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a US Gold an AbitibiBowater Meeting shall not be later earlier than the close of business on the second Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such meeting; , and (ii) of the method and deadline for revoking or amending such instructions. (2) The materials referred to in this Section 4.3 are to be provided to the Trustee by US Gold, and the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materials. Subject to the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common Stock. US Gold agrees not to communicate with holders of shares of US Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold delivers a certificate to the Trustee stating that US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any US Gold Meeting or US Gold ConsentAbitibiBowater Meeting, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by US Gold AbitibiBowater or by applicable Law law for purposes of determining shareholders entitled to vote at such US Gold AbitibiBowater Meeting. US Gold AbitibiBowater will notify the Trustee of any decision of the board Board of directors Directors of US Gold AbitibiBowater with respect to the calling of any US Gold AbitibiBowater Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section section 4.3.

Mailings to Shareholders. (1) With respect to each US Gold Parent Meeting and US Gold Parent Consent, the Trustee will shall mail or cause to be mailed (or otherwise communicate in the same manner as US Gold Parent utilizes in communications to holders of shares of US Gold Parent Common Stock, subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner and provided that such manner of communications is reasonably available to the TrusteeShares) to each of the Beneficiaries Holders named in the List, List on the same day as the initial mailing or of notice (or other communication) with respect thereto is commenced given by US Gold Parent or any third party to its stockholders: (a) a copy of such notice, together with any related materials, including any proxy or information statement or listing particulars, and related materials to be provided to shareholders stockholders of US Gold but excluding proxies to vote shares of US Gold Common Stock;Parent, (b) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such US Gold Parent Meeting or US Gold Parent Consent, as the case may be, or, pursuant and subject to Section 4.7section 4.7 hereof, to attend such US Gold Parent Meeting and to exercise personally the Beneficiary Holder Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary Holder or his, her or its his designee to exercise personally such holder's Beneficiary the Holder Votes; or (ii) a proxy to a designated agent or other representative of the management of US Gold Parent to exercise such Beneficiary Holder Votes; (d) a statement that if no such instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; (e) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (f) a statement of: of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a US Gold Parent Meeting shall not be later earlier than the close of business on the second Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such meeting; , and (ii) of the method for revoking or amending such instructions. (2) The materials referred to in this Section 4.3 are to be provided to the Trustee by US Gold, and the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materials. Subject to the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common Stock. US Gold agrees not to communicate with holders of shares of US Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold delivers a certificate to the Trustee stating that US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Holder Votes to which a Beneficiary Holder is entitled in respect of any US Gold such Parent Meeting or US Gold Parent Consent, the number of Exchangeable Shares owned of record by the Beneficiary Holder shall be determined at the close of business on the record date established by US Gold Parent or by applicable Law law for purposes of determining shareholders stockholders entitled to vote at such US Gold MeetingParent Meeting or to give written consent in connection with such Parent Consent. US Gold will Parent shall notify the Trustee of any decision of the board of directors of US Gold Parent with respect to the calling of any US Gold such Parent Meeting or the seeking by Parent of any such Parent Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section section 4.3.

Mailings to Shareholders. (1) With respect to each US Gold Parent Meeting and US Gold Parent Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as US Gold Parent utilizes in communications to holders of shares of US Gold Parent Common Stock, subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries Holders named in the List, List on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced or given by US Gold Parent to its stockholders: (a) a copy of such notice, together with any related materials, including any proxy or information statement or listing particulars, materials to be provided to shareholders stockholders of US Gold but excluding proxies to vote shares of US Gold Common StockParent; (b) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such US Gold Parent Meeting or US Gold Parent Consent, as the case may be, or, pursuant and subject to Section 4.74.8 hereof, to attend such US Gold Parent Meeting and to exercise personally the Beneficiary Holder Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary Holder or his, her or its his designee to exercise personally such holder's Beneficiary the Holder Votes; or (ii) a proxy to a designated agent or other representative of the management of US Gold Parent to exercise such Beneficiary Holder Votes; (d) a statement that if no such instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; (e) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (f) a statement of: (i) of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a US Gold Parent Meeting shall not be later earlier than the close of business on the second Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such meeting; , and (ii) of the method for revoking or amending such instructions. (2) . The materials referred to in this Section 4.3 above are to be provided by Parent to the Trustee by US GoldTrustee, and the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) but shall (if reasonably practicable to do so) be subject to reasonable review and comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materialsTrustee. Subject to the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common Stock. US Gold agrees not to communicate with holders of shares of US Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold delivers a certificate to the Trustee stating that US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Holder Votes to which a Beneficiary Holder is entitled in respect of any US Gold such Parent Meeting or US Gold Parent Consent, the number of Exchangeable Shares owned of record by the Beneficiary Holder shall be determined at the close of business on the record date established by US Gold Parent or by applicable Law law for purposes of determining shareholders stockholders entitled to vote at such US Gold MeetingParent Meeting or to give written consent in connection with such Parent Consent. US Gold Parent will notify the Trustee of any decision of the board of directors of US Gold Parent with respect to the calling of any US Gold such Parent Meeting or the seeking of any such Parent Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.34.4.

Mailings to Shareholders. (1a) With respect to each US Gold Molycorp Meeting and US Gold or Molycorp Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as US Gold Molycorp utilizes in communications to holders of shares of US Gold Common StockMolycorp Shares, subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries Beneficiary named in the List, applicable List on the same day as the mailing or notice (or other communication) with respect thereto is commenced by US Gold Molycorp to its stockholdersshareholders: (ai) a copy of such noticemailing, together with any related materials, including any proxy or information statement or listing particulars, to be provided to shareholders of US Gold but excluding proxies to vote shares of US Gold Common StockMolycorp; (bii) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such US Gold Molycorp Meeting or US Gold Consent, as the case may be, Molycorp Consent or, pursuant and subject to Section 4.7, to attend such US Gold Molycorp Meeting and to exercise personally the Beneficiary Votes thereat; (ciii) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: give (iA) a proxy to such Beneficiary or his, her or its designee to exercise personally such holder's ’s Beneficiary Votes; or Votes or (iiB) a proxy to a designated agent or other representative of the management of US Gold Molycorp to exercise such holder’s Beneficiary Votes; (div) a statement that if no such instructions are received from the such Beneficiary, the Beneficiary Votes to which such the Beneficiary is entitled will not be exercised; (ev) a form of direction whereby the such Beneficiary may so use to direct and instruct the Trustee as contemplated herein; and (fvi) a statement of: of (iA) the time and date by which such instructions must be received by the Trustee in order for such instructions to be binding upon itthe Trustee, which in the case of a US Gold Molycorp Meeting shall not be later earlier than the close of business on the Business Day immediately prior to the date by which US Gold Molycorp has required proxies to be deposited for such meeting; , and (iiB) of the method for revoking or amending such instructions. (2b) The materials referred to in this Section 4.3 are to shall be provided to the Trustee by US GoldMolycorp, and the materials referred to in Sections 4.3(1)(b4.3(a)(ii), 4.3(1)(c4.3(a)(iii), 4.3(1)(d4.3(a)(iv), 4.3(1)(e4.3(a)(v) and 4.3(1)(f4.3(a)(vi) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materials. Subject to the foregoing, US Gold Molycorp shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common StockMolycorp Shares. US Gold Molycorp agrees not to communicate with holders of shares of US Gold Common Stock Molycorp Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, US Gold may Molycorp may, at its option option, exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary all Beneficiaries as required by this Section 4.3 so long as as, in each case US Gold case, Molycorp delivers a certificate to the Trustee stating that US Gold Molycorp has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3c) For the purpose of determining the number of Beneficiary Votes to which a Beneficiary is entitled in respect of any US Gold Molycorp Meeting or US Gold Molycorp Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by US Gold Molycorp or by applicable Law law for purposes of determining shareholders entitled to vote at such US Gold MeetingMolycorp Meeting or in respect of such Molycorp Consent. US Gold will Molycorp shall notify the Trustee of any decision of the board of directors of US Gold Molycorp with respect to the calling of any US Gold Molycorp Meeting or any Molycorp Consent and shall provide all necessary information and materials to the Trustee in each case promptly and and, in any event event, in sufficient time to enable the Trustee to perform its the obligations contemplated by of the Trustee set forth in this Section 4.3.

Mailings to Shareholders. (1) With respect to each US Gold Meeting any meeting of the holders ------------------------ of Premiere Common Stock at which such holders are entitled to vote (a "Premiere Meeting") and US Gold with respect to any written consent sought by Premiere from its holders of Common Stock (a "Premiere Consent"), the Trustee Escrow Agent will mail or cause to be mailed (or otherwise communicate in the same manner as US Gold utilizes Premiere utilized in communications to holders of shares of US Gold Premiere Common Stock, subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in Shareholders as soon as reasonably practicable after the List, on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by US Gold Premiere to its stockholdersthe holders of Premiere Common Stock: (a) a copy of the notice of such noticePremiere meeting or Premiere Consent, together with any related materials, including any proxy or information statement or listing particulars, to be other materials provided to shareholders the holders of US Gold but excluding proxies to vote shares of US Gold Premiere Common Stock; (b) a statement that such Beneficiary the Shareholder is entitled (i) to instruct the Trustee Escrow Agent as to the exercise of the Beneficiary Votes with respect to its voting rights at such US Gold Premiere Meeting or US Gold Premiere Consent, as the case may be, or, pursuant and subject to Section 4.7, or (ii) to attend such US Gold Premiere Meeting and to exercise personally the Beneficiary Votes voting rights thereat; (c) a statement as to the manner in which such instructions may be given to the Trusteethat, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his, her or its designee to exercise personally such holder's Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of US Gold to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the BeneficiaryShareholder, the Beneficiary Votes voting rights with respect to which Escrow Shares held on behalf of such Beneficiary is entitled Shareholder will not be exercised; (ed) a form letter of direction instruction whereby the Beneficiary Shareholder may so direct and instruct the Trustee Escrow Agent as contemplated herein; and (fe) a statement of: (i) of the time and date by which such instructions letter of instruction must be received by the Trustee Escrow Agent in order to be binding upon it, which in the case of a US Gold Meeting shall not be later than the close of business on the Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such meeting; and (ii) of the method for revoking or amending such instructions. (2) The materials referred to in this Section 4.3 are to be provided to the Trustee by US Gold, and the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materials. Subject to the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common Stock. US Gold agrees not to communicate with holders of shares of US Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold delivers a certificate to the Trustee stating that US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Votes the voting rights to which a Beneficiary any Shareholder is entitled in respect of any US Gold such Premiere Meeting or US Gold Premiere Consent, the number of Exchangeable Escrow Shares owned of record by the Beneficiary Shareholder shall be determined at the close of business on the record date established by US Gold Premiere or by applicable Law law for purposes of determining shareholders the holders of Premiere Common Stock entitled to vote at such US Gold Meeting. US Gold will notify the Trustee of any decision of the board of directors of US Gold Premiere Meeting or to give written consent in connection with respect to the calling of any US Gold Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3such Premiere Consent.

Mailings to Shareholders. (1) With respect to each US Gold PASW Meeting and US Gold PASW Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as US Gold PASW utilizes in communications to holders of shares of US Gold PASW Common Stock, subject to applicable regulatory requirements the Trustee’s ability to provide this method of communication and to the Trustee upon being advised in writing of such manner and provided that such manner of communications is reasonably available to the Trusteemethod) to each of the Beneficiaries Holders named in the List, List on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by US Gold PASW to its stockholders: (a) a copy of such notice, together with any related materials, including any proxy or information statement or listing particulars, and related materials to be provided to shareholders stockholders of US Gold but excluding proxies to vote shares of US Gold Common StockPASW; (b) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such US Gold PASW Meeting or US Gold PASW Consent, as the case may be, or, pursuant and subject to Section 4.7, to attend such US Gold Meeting and to exercise personally the Beneficiary Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary Holder or his, her or its his designee to exercise personally such holder's Beneficiary the Holder Votes; or (ii) a proxy to a designated agent or other representative of the management of US Gold PASW to exercise such Beneficiary Holder Votes; (d) a statement that if no such instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; (e) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (f) a statement of: of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a US Gold PASW Meeting shall not be later earlier than the close of business on the second Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such meeting; , and (ii) of the method for revoking or amending such instructions. (2) . The materials referred to in this Section 4.3 above are to be provided by PASW to the Trustee by US GoldTrustee, and the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) but shall (if reasonably practicable to do so) be subject to reasonable review and comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materialsTrustee. Subject to the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common Stock. US Gold agrees not to communicate with holders of shares of US Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold delivers a certificate to the Trustee stating that US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Holder Votes to which a Beneficiary Holder is entitled in respect of any US Gold such PASW Meeting or US Gold PASW Consent, the number of Exchangeable Shares owned of record by the Beneficiary Holder shall be determined at the close of business on the record date established by US Gold PASW or by applicable Law law for purposes of determining shareholders stockholders entitled to vote at such US Gold MeetingPASW Meeting or to give written consent in connection with such PASW Consent. US Gold PASW will notify the Trustee in writing of any decision of the board Board of directors Directors of US Gold PASW with respect to the calling of any US Gold such PASW Meeting or the seeking of any such PASW Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations obligation contemplated by this Section 4.3section 3.3.

Mailings to Shareholders. (1) With respect to each US Gold Parent Meeting and US Gold Parent Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as US Gold Parent utilizes in communications to holders of shares of US Gold Parent Common Stock, subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries Holders named in the List, List on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced or given by US Gold Parent to its stockholders: (a) a copy of such notice, together with any related materials, including any proxy or information statement or listing particulars, materials to be provided to shareholders stockholders of US Gold but excluding proxies to vote shares of US Gold Common StockParent; (b) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such US Gold Parent Meeting or US Gold Parent Consent, as the case may be, or, or pursuant and subject to Section 4.74.8 hereof, to attend such US Gold Parent Meeting and to exercise personally the Beneficiary Holder Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary Holder or his, her or its his designee to exercise personally such holder's Beneficiary the Holder Votes; or (ii) a proxy to a designated agent or other representative of the management of US Gold Parent to exercise such Beneficiary Holder Votes; (d) a statement that if no such instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not are to be exercisedvoted in the same manner as the majority of the other Holder Votes are voted; (e) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (f) a statement of: (i) of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a US Gold Parent Meeting shall not be later earlier than the close of business on the second Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such meeting; , and (ii) of the method for revoking or amending such instructions. (2) . The materials referred to in this Section 4.3 above are to be provided by Parent to the Trustee by US GoldTrustee, and but to the materials referred to in Sections 4.3(1)(b)extent feasible, 4.3(1)(c), 4.3(1)(d), 4.3(1)(edraft forms of items (b) and 4.3(1)(fthrough (f) shall (if reasonably practicable be submitted to do so) be subject to reasonable Trustee in advance for review and comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materialsTrustee. Subject to the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common Stock. US Gold agrees not to communicate with holders of shares of US Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold delivers a certificate to the Trustee stating that US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Holder Votes to which a Beneficiary Holder is entitled in respect of any US Gold such Parent Meeting or US Gold Parent Consent, the number of Exchangeable Shares owned of record by the Beneficiary Holder shall be determined at the close of business on the record date established by US Gold Parent or by applicable Law law for purposes of determining shareholders stockholders entitled to vote at such US Gold MeetingParent Meeting or to give written consent in connection with such Parent Consent. US Gold Parent will notify the Trustee of any decision of the board of directors of US Gold Parent with respect to the calling of any US Gold such Parent Meeting or the seeking of any such Parent Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.34.4.

Mailings to Shareholders. (1) With respect to each US Gold Parent Meeting and US Gold Parent Consent, the Trustee Parent will mail or cause to be mailed (or otherwise communicate in the same manner as US Gold that the Parent utilizes in communications to holders of shares of US Gold Parent Common Stock, subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries Non-Affiliated Holders named in the List, List on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by US Gold the Parent to its stockholdersshareholders: (a) a copy of such notice, together with any related materials, including any proxy or information statement or listing particulars, and related materials to be provided to shareholders of US Gold but excluding proxies to vote shares of US Gold Common Stockthe Parent; (b) a statement that such Beneficiary Non-Affiliated Holder is entitled entitled, subject to the provisions of section 4.7 hereof, to instruct the Trustee as to the exercise of the Beneficiary Non-Affiliated Holder Votes with respect to such US Gold Parent Meeting or US Gold Parent Consent, as the case may be, or, pursuant and subject to Section 4.7section 4.7 hereof, to attend such US Gold Parent Meeting and to exercise personally the Beneficiary Non-Affiliated Holder Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including including, in the case of a Parent Meeting, an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his, her Non-Affiliated Holder or its duly appointed designee to exercise personally such holder's Beneficiary Non-Affiliated Holder Votes; or (ii) a proxy to a duly appointed designated agent or other representative of the management of US Gold the Parent to exercise such Beneficiary Non-Affiliated Holder Votes; (d) a statement that if no such instructions are received from the BeneficiaryNon-Affiliated Holder, the Beneficiary Non-Affiliated Holder Votes to which such Beneficiary Non-Affiliated Holder is entitled will not be exercised; (e) a form of direction whereby the Beneficiary Non-Affiliated Holder may so direct and instruct the Trustee as contemplated herein; and (f) a statement of: of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a US Gold Parent Meeting shall not be later earlier than the close of business on the second Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such meeting; , and (ii) of the method for revoking or amending such instructions. (2) . The materials referred to in this Section 4.3 above are to be provided by the Parent to the Trustee by US GoldNon-Affiliated Holders, and the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) but shall (if reasonably practicable to do so) be subject to reasonable prior review and comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materialsTrustee. Subject to the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common Stock. US Gold agrees not to communicate with holders of shares of US Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold delivers a certificate to the Trustee stating that US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Non-Affiliated Holder Votes to which a Beneficiary Non-Affiliated Holder is entitled in respect of any US Gold such Parent Meeting or US Gold Parent Consent, the number of Exchangeable Preferred Shares owned of record by the Beneficiary Non-Affiliated Holder shall be determined at the close of business on the record date established by US Gold the Parent or by applicable Law law for purposes of determining shareholders entitled to vote at such US Gold MeetingParent Meeting or to give written consent in connection with such Parent Consent. US Gold The Parent will notify the Trustee in writing of any decision of the board of directors of US Gold the Parent with respect to the calling of any US Gold such Parent Meeting or the seeking of any such Parent Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform review and comment on such information and materials prior to the Parent performing its obligations contemplated by this Section section 4.3.

Mailings to Shareholders. (1) With respect to each US Gold Sonic Meeting and US Gold Sonic ------------------------ Consent, the Trustee will shall mail or cause to be mailed (or otherwise communicate in the same manner as US Gold Sonic utilizes in communications to holders of shares of US Gold Sonic Common Stock, subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner and provided that such manner of communications is reasonably available to the TrusteeShares) to each of the Beneficiaries Holders named in the List, List on the same day as the initial mailing or of notice (or other communication) with respect thereto is commenced given by US Gold Sonic or any third party to its stockholders: (a) a copy of such notice, together with any related materials, including any proxy or information statement or listing particulars, and related materials to be provided to shareholders stockholders of US Gold but excluding proxies to vote shares of US Gold Common StockSonic; (b) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such US Gold Sonic Meeting or US Gold Sonic Consent, as the case may be, or, pursuant and subject to Section 4.7section 4.7 hereof, to attend such US Gold Sonic Meeting and to exercise personally the Beneficiary Holder Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary Holder or his, her or its his designee to exercise personally such holder's Beneficiary the Holder Votes; or (ii) a proxy to a designated agent or other representative of the management of US Gold Sonic to exercise such Beneficiary Holder Votes; (d) a statement that if no such instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; (e) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (f) a statement of: of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a US Gold Sonic Meeting shall not be later earlier than the close of business on the second Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such meeting; , and (ii) of the method for revoking or amending such instructions. (2) The materials referred to in this Section 4.3 are to be provided to the Trustee by US Gold, and the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materials. Subject to the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common Stock. US Gold agrees not to communicate with holders of shares of US Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold delivers a certificate to the Trustee stating that US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Holder Votes to which a Beneficiary Holder is entitled in respect of any US Gold such Sonic Meeting or US Gold Sonic Consent, the number of Exchangeable Shares owned of record by the Beneficiary Holder shall be determined at the close of business on the record date established by US Gold Sonic or by applicable Law law for purposes of determining shareholders stockholders entitled to vote at such US Gold MeetingSonic Meeting or to give written consent in connection with such Sonic Consent. US Gold will Sonic shall notify the Trustee of any decision of the board of directors of US Gold Sonic with respect to the calling of any US Gold such Sonic Meeting or the seeking by Sonic of any such Sonic Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section section 4.3.

Mailings to Shareholders. (1) With respect to each US Gold TSA Meeting and US Gold TSA Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as US Gold TSA utilizes in communications to holders of shares of US Gold TSA Class A Common Stock, subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner and provided that such manner of communications is reasonably available to the TrusteeShares) to each of the Beneficiaries Holders named in the List, List on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by US Gold TSA to its stockholdersshareholders: (a) a copy of such notice, together with any related materials, including any proxy or information statement or listing particulars, and related materials to be provided to shareholders of US Gold but excluding proxies to vote shares of US Gold Common StockTSA; (b) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such US Gold TSA Meeting or US Gold TSA Consent, as the case may be, or, pursuant and subject to Section 4.74.7 hereof, to attend such US Gold TSA Meeting and to exercise personally the Beneficiary Holder Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary Holder or his, her or its his designee to exercise personally such holder's Beneficiary the Holder Votes; or (ii) a proxy to a designated agent or other representative of the management of US Gold TSA to exercise such Beneficiary Holder Votes; (d) a statement that if no such instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; (e) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (f) a statement of: (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a US Gold TSA Meeting shall not be later earlier than the close of business on the second Business Day immediately prior to such meeting or not later than the date time period allowed in the notice calling the TSA Consent to allow for a direct response by which US Gold has required proxies the Holder in regards to be deposited for such meetingthe subject matter of the TSA Consent; and (ii) of the method for revoking or amending such instructions. (2) . The materials referred to in this Section 4.3 above are to be provided by TSA to the Trustee by US Gold, and the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materialsTrustee. Subject to the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common Stock. US Gold agrees not to communicate with holders of shares of US Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold delivers a certificate to the Trustee stating that US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Holder Votes to which a Beneficiary Holder is entitled in respect of any US Gold such TSA Meeting or US Gold TSA Consent, the number of Exchangeable Shares owned of record by the Beneficiary Holder shall be determined at the close of business on the record date established by US Gold TSA or by applicable Law for purposes of determining shareholders entitled to vote at such US Gold MeetingTSA Meeting or to give written consent in connection with such TSA Consent. US Gold TSA will notify the Trustee in writing of any decision of the board of directors of US Gold TSA with respect to the calling of any US Gold such TSA Meeting or the seeking of any such TSA Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (1) With respect to each US Gold ParentCo Meeting and US Gold ParentCo Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as US Gold utilizes ParentCo uses in communications to holders of shares of US Gold ParentCo Common StockShares, subject to applicable regulatory requirements the Trustee's ability to provide such other method of communication and to the Trustee upon being advised in writing of such manner and provided that such manner of communications is reasonably available to the Trusteemethod) to each of the Beneficiaries Holders named in the List, Voting List on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by US Gold ParentCo to its stockholdersholders of ParentCo Common Shares: (a) a copy of such notice, together with any related materials, including any proxy or information statement or listing particulars, and related materials to be provided to shareholders holders of US Gold but excluding proxies to vote shares of US Gold ParentCo Common StockShares; (b) a statement that such Beneficiary as to the number of Holder Votes which the Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such US Gold Meeting or US Gold Consent, as the case may be, or, pursuant and subject to Section 4.7, to attend such US Gold Meeting and to exercise personally the Beneficiary Votes thereatexercise; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary Holder or his, her or its his designee to exercise personally such holder's Beneficiary the Holder Votes; or (ii) a proxy to a designated agent or other representative of the management of US Gold ParentCo to exercise such Beneficiary Holder Votes; (d) a statement that if no such voting instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; (e) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (f) a statement of: of (i) the time and date by which such voting instructions must be received by the Trustee in order to be binding upon it, which in the case of a US Gold ParentCo Meeting shall not be later earlier than the close of business on the Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such voting meeting; , and (ii) of the method for revoking or amending such voting instructions. (2) The . ParentCo hereby covenants to provide to the Trustee, in a timely manner and for the benefit of the Holders, the shareholder materials referred to in this Section 4.3 are to be provided to the Trustee by US Gold, and the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materials. Subject to the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common Stock. US Gold agrees not to communicate with holders of shares of US Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold delivers a certificate to the Trustee stating that US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3above. (3) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any US Gold Meeting or US Gold Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by US Gold or by applicable Law for purposes of determining shareholders entitled to vote at such US Gold Meeting. US Gold will notify the Trustee of any decision of the board of directors of US Gold with respect to the calling of any US Gold Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (1) With respect to each US Gold OSI Meeting and US Gold OSI Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as US Gold OSI utilizes in communications to holders of shares of US Gold OSI Common Stock, subject to applicable regulatory requirements the Trustee's ability to provide this method of communication and to the Trustee upon being advised in writing of such manner and provided that such manner of communications is reasonably available to the Trusteemethod) to each of the Beneficiaries Holders named in the List, List on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by US Gold OSI to its stockholders: (a) a copy of such notice, together with any related materials, including any proxy or information statement or listing particulars, and related materials to be provided to shareholders holders of US Gold but excluding proxies to vote shares of US Gold OSI Common Stock; (b) a statement of the number of Holder Votes which the Holder is entitled to exercise; (c) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such US Gold OSI Meeting or US Gold OSI Consent, as the case may be, or, pursuant and subject to Section 4.74.7 hereof, to attend such US Gold OSI Meeting and to exercise personally the Beneficiary Holder Votes thereat; (cd) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary Holder or his, her or its such Holder's designee to exercise personally such holder's Beneficiary the Holder Votes; or (ii) a proxy to a designated agent or other representative of the management of US Gold OSI to exercise such Beneficiary Holder Votes; (de) a statement that if no such voting instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; (ef) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (fg) a statement of: of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a US Gold OSI Meeting shall not be later earlier than the close of business on the Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such meeting; , and (ii) of the method for revoking or amending such instructions. (2) . The materials referred to in this Section 4.3 above are to be provided by OSI to the Trustee by US GoldTrustee, and the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) but shall (if reasonably practicable to do so) be subject to reasonable review and comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materialsTrustee. Subject to the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common Stock. US Gold agrees not to communicate with holders of shares of US Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold delivers a certificate to the Trustee stating that US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Holder Votes to which a Beneficiary Holder is entitled in respect of any US Gold such OSI Meeting or US Gold OSI Consent, the number of Exchangeable Shares owned of record by the Beneficiary Holder shall be determined at the close of business on the record date established by US Gold OSI or by applicable Law law for purposes of determining shareholders stockholders entitled to vote at such US Gold MeetingOSI Meeting or to give written consent in connection with such OSI Consent. US Gold OSI will notify the Trustee in writing of any decision of the board of directors of US Gold OSI with respect to the calling of any US Gold such OSI Meeting or the seeking of any such OSI Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (1) With respect to each US Gold Parent Meeting and US Gold Parent Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as US Gold Parent utilizes in communications to holders of shares of US Gold Parent Common Stock, subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries Holders named in the List, List on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced or given by US Gold Parent to its stockholders: (a) a copy of such notice, together with any related materials, including any proxy or information statement or listing particulars, materials to be provided to shareholders stockholders of US Gold but excluding proxies to vote shares of US Gold Common StockParent; (b) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such US Gold Parent Meeting or US Gold Parent Consent, as the case may be, or, or pursuant and subject to Section 4.74.8 hereof, to attend such US Gold Parent Meeting and to exercise personally the Beneficiary Holder Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary Holder or his, her or its his designee to exercise personally such holder's Beneficiary the Holder Votes; or (ii) a proxy to a designated agent or other representative of the management of US Gold Parent to exercise such Beneficiary Holder Votes; (d) a statement that if no such instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not are to be exercisedvoted in the same manner as the majority of the other Holder Votes for which Trustee has received instruction are voted by Trustee; (e) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (f) a statement of: (i) of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a US Gold Parent Meeting shall not be later earlier than the close of business on the second Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such meeting; , and (ii) of the method for revoking or amending such instructions. (2) . The materials referred to in this Section 4.3 above are to be provided by Parent to the Trustee by US GoldTrustee, and but to the materials referred to in Sections 4.3(1)(b)extent feasible, 4.3(1)(c), 4.3(1)(d), 4.3(1)(edraft forms of items (b) and 4.3(1)(fthrough (f) shall (if reasonably practicable be submitted to do so) be subject to reasonable Trustee in advance for review and comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materialsTrustee. Subject to the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common Stock. US Gold agrees not to communicate with holders of shares of US Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold delivers a certificate to the Trustee stating that US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Holder Votes to which a Beneficiary Holder is entitled in respect of any US Gold such Parent Meeting or US Gold Parent Consent, the number of Exchangeable Shares owned of record by the Beneficiary Holder shall be determined at the close of business on the record date established by US Gold Parent or by applicable Law law for purposes of determining shareholders stockholders entitled to vote at such US Gold MeetingParent Meeting or to give written consent in connection with such Parent Consent. US Gold Parent will notify the Trustee of any decision of the board of directors of US Gold Parent with respect to the calling of any US Gold such Parent Meeting or the seeking of any such Parent Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.34.4.

Mailings to Shareholders. (1) With respect to each US Gold Parent Meeting and US Gold Parent Consent, the Trustee will use its reasonable commercial efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as US Gold Parent utilizes in communications to holders of shares of US Gold Common Stock, Parent Shares subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by US Gold Parent to its stockholdersshareholders: (a) a copy of such notice, together with any related materials, including any proxy or information statement or listing particularsstatement, to be provided to shareholders of US Gold but excluding proxies to vote shares of US Gold Common StockParent; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such US Gold Parent Meeting or US Gold Consent, as the case may be, Parent Consent or, pursuant and subject to Section 4.7, to attend such US Gold Parent Meeting and to exercise personally thereat the Beneficiary Votes thereatof such Beneficiary; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his, her or its designee to exercise personally such holder's the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of US Gold Parent to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of: (i) of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a US Gold Parent Meeting shall not be later earlier than the close of business on the second Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such meeting; , and (ii) of the method for revoking or amending such instructions. (2) The materials referred to in this Section 4.3 are to be provided to the Trustee by US Gold, and the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materials. Subject to the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common Stock. US Gold agrees not to communicate with holders of shares of US Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold delivers a certificate to the Trustee stating that US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any US Gold Parent Meeting or US Gold Parent Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by US Gold Parent or by applicable Law law for purposes of determining shareholders entitled to vote at such US Gold MeetingParent Meeting or to give written consent in connection with such Parent Consent. US Gold Parent will notify the Trustee of any decision of the board Board of directors Directors of US Gold Parent with respect to the calling of any US Gold Parent Meeting or the seeking of any Parent Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (1) With respect to each US Gold Parent Meeting and US Gold Parent Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as US Gold that the Parent utilizes in communications to holders of shares of US Gold Parent Common Stock, subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner method and provided that such manner its ability to provide this method of communications is reasonably available to the Trusteecommunication) to each of the Beneficiaries Non-Affiliated Holders named in the List, List on a day reasonably proximate to the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by US Gold the Parent to its stockholders: (a) a copy of such notice, together with any related materials, including any proxy or information statement or listing particulars, and related materials to be provided to shareholders stockholders of US Gold but excluding proxies to vote shares of US Gold Common Stockthe Parent; (b) a statement that such Beneficiary Non-Affiliated Holder is entitled entitled, subject to the provisions of section 4.7 hereof, to instruct the Trustee as to the exercise of the Beneficiary Non-Affiliated Holder Votes with respect to such US Gold Parent Meeting or US Gold Parent Consent, as the case may be, or, pursuant and subject to Section 4.7section 4.7 hereof, to attend such US Gold Parent Meeting and to exercise personally the Beneficiary Non-Affiliated Holder Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give:give (in the form so mailed with such statement): (i) a proxy to such Beneficiary or his, her Non-Affiliated Holder or its designee to exercise personally such holder's Beneficiary Non-Affiliated Holder Votes; or (ii) a proxy to a designated agent or other representative of the management of US Gold the Parent to exercise such Beneficiary Non-Affiliated Holder Votes; (d) a statement that if no such instructions are received from the BeneficiaryNon-Affiliated Holder, the Beneficiary Non-Affiliated Holder Votes to which such Beneficiary Non-Affiliated Holder is entitled will not be exercised; (e) a form of direction whereby the Beneficiary Non-Affiliated Holder may so direct and instruct the Trustee as contemplated herein; and (f) a statement of: of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a US Gold Parent Meeting shall not be later earlier than the close of business on the second Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such meeting; , and (ii) of the method for revoking or amending such instructions. (2) . The materials referred to in this Section 4.3 above are to be provided by the Parent to the Trustee by US GoldTrustee, and but (in the case of the materials referred to in Sections 4.3(1)(bunder clauses (b) through (f), 4.3(1)(c)inclusive, 4.3(1)(d), 4.3(1)(e) and 4.3(1)(fabove) shall (if reasonably practicable to do so) be subject to reasonable review and comment by the Trustee in a timely manner; providedTrustee, however, that the Trustee shall have no obligation to review such materialsacting reasonably. Subject to the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common Stock. US Gold agrees not to communicate with holders of shares of US Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold delivers a certificate to the Trustee stating that US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Non-Affiliated Holder Votes to which a Beneficiary Non-Affiliated Holder is entitled in respect of any US Gold such Parent Meeting or US Gold Parent Consent, the number of Exchangeable Shares owned of record by the Beneficiary Non-Affiliated Holder shall be determined at the close of business on the record date established by US Gold the Parent or by applicable Law law for purposes of determining shareholders stockholders entitled to vote at such US Gold MeetingParent Meeting or to give written consent in connection with such Parent Consent. US Gold The Parent will notify the Trustee in writing of any decision of the board Parent Board of directors Directors of US Gold the Parent with respect to the calling of any US Gold such Parent Meeting or the seeking of any such Parent Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section section 4.3.

Mailings to Shareholders. (1) With respect to each US Gold EduTrek Meeting and US Gold EduTrek Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as US Gold EduTrek utilizes in communications to holders of shares of US Gold EduTrek Common Stock, subject to applicable regulatory requirements the Trustee's ability to provide this method of communication and to the Trustee upon being advised in writing of such manner and provided that such manner of communications is reasonably available to the Trusteemethod) to each of the Beneficiaries Holders named in the List, List on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by US Gold EduTrek to its stockholdersshareholders: (a) a copy of such noticenotice or other communication, together with any related materials, including any proxy or information statement or listing particularsand related materials, to be provided to shareholders of US Gold but excluding proxies to vote shares of US Gold Common StockEduTrek; (b) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary its Holder Votes with respect to such US Gold EduTrek Meeting or US Gold EduTrek Consent, as the case may be, or, pursuant and subject to Section 4.74.7 hereof, to attend such US Gold EduTrek Meeting and to exercise personally the Beneficiary its Holder Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary Holder or his, her or its his designee to exercise personally such holder's Beneficiary the Holder Votes; or (ii) a proxy to a designated agent or other representative of the management of US Gold EduTrek to exercise such Beneficiary Holder Votes; (d) a statement that if no such instructions are received from the BeneficiaryHolder, the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; (e) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (f) a statement of: of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a US Gold an EduTrek Meeting shall not be later earlier than the close of business on the Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such meeting; , and (ii) of the method for revoking or amending such instructions. (2) . The materials referred to in this Section 4.3 above are to be provided by EduTrek to the Trustee by US Gold, and the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materialsTrustee. Subject to the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common Stock. US Gold agrees not to communicate with holders of shares of US Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold delivers a certificate to the Trustee stating that US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Holder Votes to which a Beneficiary Holder is entitled in respect of any US Gold such EduTrek Meeting or US Gold EduTrek Consent, the number of Exchangeable Shares owned of record by the Beneficiary Holder shall be determined at the close of business on the record date established by US Gold EduTrek or by applicable Law law for purposes of determining shareholders entitled to vote at such US Gold MeetingEduTrek Meeting or to give written consent in connection with such EduTrek Consent. US Gold EduTrek will notify the Trustee in writing of any decision of the board of directors of US Gold EduTrek with respect to the calling of any US Gold such EduTrek Meeting or the seeking of any such EduTrek Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (1) With respect to each US Gold Acquiror Meeting and US Gold Acquiror Consent, the Trustee will use its reasonable efforts promptly to mail or cause to be mailed (or otherwise communicate in the same manner as US Gold Acquiror utilizes in communications to holders of shares of US Gold Common Stock, Acquiror Shares subject to applicable regulatory requirements and to the Trustee being advised in writing of such manner and provided that such manner of communications is reasonably available to the Trustee) to each of the Beneficiaries named in the List, such mailing or communication to commence on the same day as the mailing or notice (or other communication) with respect thereto is commenced by US Gold Acquiror to its stockholdersshareholders: (a) a copy of such notice, together with any related materials, including any proxy or information statement or listing particularsstatement, to be provided to shareholders of US Gold but excluding proxies to vote shares of US Gold Common Stock; (b) a statement that such Beneficiary is entitled to instruct the Trustee as to the exercise of the Beneficiary Votes with respect to such US Gold Meeting or US Gold Consent, as the case may be, or, pursuant and subject to Section 4.7, to attend such US Gold Meeting and to exercise personally the Beneficiary Votes thereatAcquiror; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary or his, her or its designee to exercise personally such holder's the Beneficiary Votes; or (ii) a proxy to a designated agent or other representative of the management of US Gold Acquiror to exercise such Beneficiary Votes; (d) a statement that if no such instructions are received from the Beneficiary, the Beneficiary Votes to which such Beneficiary is entitled will not be exercised; (e) a form of direction whereby the Beneficiary may so direct and instruct the Trustee as contemplated herein; and (f) a statement of: (i) of the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a US Gold Acquiror Meeting shall not be later earlier than the close of business on the second Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such meeting; , and (ii) of the method for revoking or amending such instructions. (2) . For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any Acquiror Meeting or Acquiror Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by Acquiror or by applicable law for purposes of determining shareholders entitled to vote at such Acquiror Meeting or to give written consent in connection with such Acquiror Consent. Acquiror will notify the Trustee of any decision of the Board of Directors of Acquiror with respect to the calling of any Acquiror Meeting or the seeking of any Acquiror Consent and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3. The materials referred to in this Section 4.3 are to be provided to the Trustee by US Gold, Acquiror and the materials referred to in Sections 4.3(1)(bSection 4.3(c), 4.3(1)(c), 4.3(1)(d), 4.3(1)(eSection 4.3(e) and 4.3(1)(fSection 4.3(f) shall (if reasonably practicable to do so) be subject to reasonable comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materials. Subject to the foregoing, US Gold Acquiror shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common StockAcquiror Shares. US Gold Acquiror agrees not to communicate with holders of shares of US Gold Common Stock Acquiror Shares with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, US Gold Acquiror may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold Acquiror delivers a certificate to the Trustee stating that US Gold Acquiror has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Votes to which a Beneficiary is entitled in respect of any US Gold Meeting or US Gold Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall be determined at the close of business on the record date established by US Gold or by applicable Law for purposes of determining shareholders entitled to vote at such US Gold Meeting. US Gold will notify the Trustee of any decision of the board of directors of US Gold with respect to the calling of any US Gold Meeting and shall provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section 4.3.

Mailings to Shareholders. (1) With respect to each US Gold AOI Meeting and US Gold AOI Consent, the Trustee will mail or cause to be mailed (or otherwise communicate in the same manner as US Gold AOI utilizes in communications to holders of shares of US Gold AOI Common Stock, subject to applicable regulatory requirements the Trustee's ability to provide this method of communication and to the Trustee upon being advised in writing of such manner and provided that such manner of communications is reasonably available to the Trusteemethod) to each of the Beneficiaries Holders named in the List, List on the same day as the initial mailing or notice (or other communication) with respect thereto is commenced given by US Gold AOI to its stockholders: (a) a copy of such notice, together with any related materials, including any proxy or information statement or listing particulars, and related materials to be provided to shareholders stockholders of US Gold but excluding proxies to vote shares of US Gold Common StockAOI; (b) a statement that such Beneficiary Holder is entitled to instruct the Trustee as to the exercise of the Beneficiary Holder Votes with respect to such US Gold AOI Meeting or US Gold AOI Consent, as the case may be, or, pursuant and subject to Section 4.7section 4.7 hereof, to attend such US Gold AOI Meeting and to exercise personally the Beneficiary Holder Votes thereat; (c) a statement as to the manner in which such instructions may be given to the Trustee, including an express indication that instructions may be given to the Trustee to give: (i) a proxy to such Beneficiary Holder or his, her or its his designee to exercise personally such holder's Beneficiary the Holder Votes; or (ii) a proxy to a designated agent or other representative of the management of US Gold AOI to exercise such Beneficiary Holder Votes; (d) a statement that if no such instructions are received from the Beneficiary, Holder the Beneficiary Holder Votes to which such Beneficiary Holder is entitled will not be exercised; (e) a form of direction whereby the Beneficiary Holder may so direct and instruct the Trustee as contemplated herein; and (f) a statement of: of (i) the time and date by which such instructions must be received by the Trustee in order to be binding upon it, which in the case of a US Gold AOI Meeting shall will not be later earlier than the close of business on the second Business Day immediately prior to the date by which US Gold has required proxies to be deposited for such meeting; , and (ii) of the method for revoking or amending such instructions. (2) . The materials referred to in this Section 4.3 above are to be provided by AOI to the Trustee by US GoldTrustee, and the materials referred to in Sections 4.3(1)(b), 4.3(1)(c), 4.3(1)(d), 4.3(1)(e) and 4.3(1)(f) shall (if reasonably practicable to do so) but will be subject to reasonable review and comment by the Trustee in a timely manner; provided, however, that the Trustee shall have no obligation to review such materialsTrustee. Subject to the foregoing, US Gold shall ensure that the materials to be provided to the Trustee are provided in sufficient time to permit the Trustee to comment as aforesaid and to send all materials to each Beneficiary at the same time as such materials are first sent to holders of shares of US Gold Common Stock. US Gold agrees not to communicate with holders of shares of US Gold Common Stock with respect to the materials referred to in this Section 4.3 otherwise than by mail unless such method of communication is also reasonably available to the Trustee for communication with the Beneficiaries. Notwithstanding the foregoing, US Gold may at its option exercise the duties of the Trustee to deliver copies of all materials to each Beneficiary as required by this Section 4.3 so long as in each case US Gold delivers a certificate to the Trustee stating that US Gold has undertaken to perform the obligations of the Trustee set forth in this Section 4.3. (3) For the purpose of determining Beneficiary Holder Votes to which a Beneficiary Holder is entitled in respect of any US Gold such AOI Meeting or US Gold AOI Consent, the number of Exchangeable Shares owned of record by the Beneficiary shall Holder will be determined at the close of business on the record date established by US Gold AOI or by applicable Law law for purposes of determining shareholders stockholders entitled to vote at such US Gold MeetingAOI Meeting or to give written consent in connection with such AOI Consent. US Gold AOI will notify the Trustee in writing of any decision of the board Board of directors Directors of US Gold AOI with respect to the calling of any US Gold such AOI Meeting or the seeking of any such AOI Consent and shall will provide all necessary information and materials to the Trustee in each case promptly and in any event in sufficient time to enable the Trustee to perform its obligations contemplated by this Section section 4.3.