Common use of Retraction Call Rights Clause in Contracts

Retraction Call Rights. (a) In the event that a holder of Exchangeable Shares delivers a Retraction Request pursuant to Section 6.1 and subject to the limitations set forth in Section 6.2(b), including that Callco shall only be entitled to exercise its Retraction Call Right with respect to those holders of Exchangeable Shares, if any, in respect of which US Gold has not exercised its Retraction Call Right, US Gold and Callco shall each have the overriding right (a "Retraction Call Right"), notwithstanding the proposed redemption of the Exchangeable Shares by the Corporation pursuant to Section 6.1 hereof, to purchase from such holder on the Retraction Date all but not less than all of the Retracted Shares held by such holder on payment by whichever of US Gold or Callco is exercising such right (the "RCR Exercising Party") of an amount per share equal to the Exchangeable Share Price on the last Business Day prior to the Retraction Date (the "Retraction Call Purchase Price") which shall be satisfied in full by the RCR Exercising Party causing to be delivered to such holder the Exchangeable Share Consideration representing the Retraction Call Purchase Price. In the event of the exercise of a Retraction Call Right, a holder of Exchangeable Shares who has delivered a Retraction Request shall be obligated to sell all the Retracted Shares to the RCR Exercising Party on the Retraction Date on payment by the RCR Exercising Party of an amount per share equal to the Retraction Call Purchase Price for each such share in the form of Exchangeable Share Consideration.

Retraction Call Rights. (ai) In the event that a holder of Exchangeable Shares delivers a Retraction Request pursuant to Section 6.1 6(a), and subject to the limitations set forth in Section 6.2(b), 6(b)(ii) (including that Callco shall only be entitled to exercise its Retraction Call Right with respect to those holders of Exchangeable Shares, if any, in respect of which US Gold Molycorp has not exercised its Retraction Call Right), US Gold Molycorp and Callco shall each have the overriding right (a "the “Retraction Call Right"”), notwithstanding the proposed redemption of the Exchangeable Shares by the Corporation Company pursuant to Section 6.1 hereof6(a), to purchase from such holder on the Retraction Date all but not less than all of the Retracted Shares held by such holder on payment by whichever of US Gold Molycorp or Callco is exercising such right (Callco, as the "RCR Exercising Party") case may be, of an amount per share equal to the Exchangeable Share Price applicable on the last Business Day prior to the Retraction Date (the "“Retraction Call Right Purchase Price") ”), which price shall be satisfied in full by Molycorp or Callco, as the RCR Exercising Party case may, delivering or causing to be delivered to such holder the Exchangeable Share Consideration representing the Retraction Call Right Purchase Price. In the event of Upon the exercise of a the Retraction Call RightRight in respect of Retracted Shares, a the holder of Exchangeable Shares who has delivered a Retraction Request such shares shall be obligated to sell all the of such Retracted Shares to Molycorp or Callco, as the RCR Exercising Party case may be, on the Retraction Date on payment by Molycorp or Callco, as the RCR Exercising Party case may be, of an amount per share equal to the total Retraction Call Purchase Price for each in respect of such share Retracted Shares as set forth in the form of Exchangeable Share Considerationthis Section 6(b)(i).

Retraction Call Rights. (ai) In the event that a holder of Exchangeable Shares delivers a Retraction Request pursuant to Section 6.1 8(a), and subject to the limitations set forth in Section 6.2(b), 8(b)(ii) (including that Callco shall only be entitled to exercise its Retraction Call Right with respect to those holders of Exchangeable Shares, if any, in respect of which US Gold Rockford has not exercised its Retraction Call Right), US Gold Rockford and Callco shall each have the overriding right (a "the “Retraction Call Right"”), notwithstanding the proposed redemption of the Exchangeable Shares by the Corporation Subco pursuant to Section 6.1 hereof7(a), to purchase from such holder on the Retraction Date all but not less than all of the Retracted Shares held by such holder on payment by whichever of US Gold Rockford or Callco is exercising such right (Callco, as the "RCR Exercising Party") case may be, of an amount per share equal to the Exchangeable Share Price applicable on the last Business Day prior to the Retraction Date (the "“Retraction Call Right Purchase Price") ”), which price shall be satisfied in full by Rockford or Callco, as the RCR Exercising Party case may, delivering or causing to be delivered to such holder the Exchangeable Share Consideration representing the Retraction Call Right Purchase Price. In the event of Upon the exercise of a the Retraction Call RightRight in respect of Retracted Shares, a the holder of Exchangeable Shares who has delivered a Retraction Request such shares shall be obligated to sell all the of such Retracted Shares to Rockford or Callco, as the RCR Exercising Party case may be, on the Retraction Date on upon the payment by Rockford or Callco, as the RCR Exercising Party case may be, of an amount per share equal to the total Retraction Call Purchase Price for each in respect of such share Retracted Shares as set forth in the form of Exchangeable Share Considerationthis Section 8(b)(i).

Retraction Call Rights. (ai) In the event that a holder of Exchangeable Shares delivers a Retraction Request pursuant to Section 6.1 6(a), and subject to the limitations set forth in Section 6.2(b), 6(a)(ii) (including that Callco shall only be entitled to exercise its Retraction Call Right with respect to those holders of Exchangeable Shares, if any, in respect of which US Gold Vail has not exercised its Retraction Call Right), US Gold and Callco shall each have the overriding right (a "Retraction Call Right")Right will be available to each of Vail and Callco, notwithstanding the proposed redemption of the Exchangeable Shares by the Corporation Company pursuant to Section 6.1 hereof6(a), to purchase from such holder on the Retraction Date all but not less than all of the Retracted Shares held by such holder on payment by whichever of US Gold Vail or Callco is exercising such right (Callco, as the "RCR Exercising Party") case may be, of an amount per share equal to the Exchangeable Share Price applicable on the last Business Day prior to the Retraction Date (the "“Retraction Call Right Purchase Price") ”), which price shall be satisfied in full by Vail or Callco, as the RCR Exercising Party case may, delivering or causing to be delivered to such holder the Exchangeable Share Consideration representing the Retraction Call Right Purchase Price. In the event of Upon the exercise of a the Retraction Call RightRight in respect of Retracted Shares, a the holder of Exchangeable such Retracted Shares who has delivered a Retraction Request shall be obligated to sell all the of such Retracted Shares to Vail or Callco, as the RCR Exercising Party case may be, on the Retraction Date on payment by Vail or Callco, as the RCR Exercising Party case may be, of an amount per share equal to the aggregate Retraction Call Right Purchase Price for each in respect of such share Retracted Shares as set forth in the form of Exchangeable Share Considerationthis Section 6(b)(i).

Retraction Call Rights. (ai) In the event that a holder of Exchangeable Shares delivers a Retraction Request pursuant to Section 6.1 6(a), and subject to the limitations set forth in Section 6.2(b), 6(a)(ii) (including that Callco shall only be entitled to exercise its Retraction Call Right with respect to those holders of Exchangeable Shares, if any, in respect of which US Gold Akerna has not exercised its Retraction Call Right), US Gold and Callco shall each have the overriding right (a "Retraction Call Right")Right will be available to each of Akerna and Callco, notwithstanding the proposed redemption of the Exchangeable Shares by the Corporation Company pursuant to Section 6.1 hereof6(a), to purchase from such holder on the Retraction Date all but not less than all of the Retracted Shares held by such holder on payment by whichever of US Gold Akerna or Callco is exercising such right (Callco, as the "RCR Exercising Party") case may be, of an amount per share equal to the Exchangeable Share Price applicable on the last Business Day prior to the Retraction Date (the "“Retraction Call Right Purchase Price") ”), which price shall be satisfied in full by Akerna or Callco, as the RCR Exercising Party case may, delivering or causing to be delivered to such holder the Exchangeable Share Consideration representing the Retraction Call Right Purchase Price. In the event of Upon the exercise of a the Retraction Call RightRight in respect of Retracted Shares, a the holder of Exchangeable such Retracted Shares who has delivered a Retraction Request shall be obligated to sell all the of such Retracted Shares to Akerna or Callco, as the RCR Exercising Party case may be, on the Retraction Date on payment by Akerna or Callco, as the RCR Exercising Party case may be, of an amount per share equal to the aggregate Retraction Call Right Purchase Price for each in respect of such share Retracted Shares as set forth in the form of Exchangeable Share Considerationthis Section 6(b)(i).

Retraction Call Rights. (ai) In the event that a holder of Exchangeable Shares delivers a Retraction Request pursuant to Section 6.1 6(a), and subject to the limitations set forth in Section 6.2(b), 6(b)(ii) (including that Callco shall only be entitled to exercise its Retraction Call Right with respect to those holders of Exchangeable Shares, if any, in respect of which US Gold the Parent has not exercised its Retraction Call Right), US Gold the Parent and Callco shall each have the overriding right (a the "Retraction Call Right"), notwithstanding the proposed redemption of the Exchangeable Shares by the Corporation Company pursuant to Section 6.1 hereof6(a), to purchase from such holder on the Retraction Date all but not less than all of the Retracted Shares held by such holder on payment by whichever of US Gold the Parent or Callco is exercising such right (Callco, as the "RCR Exercising Party") case may be, of an amount per share equal to the Exchangeable Share Price applicable on the last Business Day prior to the Retraction Date (the "Retraction Call Right Purchase Price") ), which price shall be satisfied in full by the RCR Exercising Party Parent or Callco, as the case may be, delivering or causing to be delivered to such holder the Exchangeable Share Consideration representing the Retraction Call Right Purchase Price. In the event of Upon the exercise of a the Retraction Call RightRight in respect of Retracted Shares, a the holder of Exchangeable Shares who has delivered a Retraction Request such shares shall be obligated to sell all the of such Retracted Shares to the RCR Exercising Party Parent or Callco, as the case may be, on the Retraction Date on payment by the RCR Exercising Party Parent or Callco, as the case may be, of an amount per share equal to the total Retraction Call Right Purchase Price for each in respect of such share Retracted Shares as set forth in the form of Exchangeable Share Considerationthis Section 6(b)(i).