Sprott ESG Gold ETF Sample Contracts

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • June 11th, 2021 • Sprott ESG Gold ETF • Commodity contracts brokers & dealers • New York

THIS AGREEMENT is made as of the 11th day of May, 2021, by and between SPROTT ESG GOLD ETF, a statutory trust formed under the laws of the State of Delaware (the “Trust”), having its principal office and place of business at Royal Bank Plaza, South Tower, 200 Bay Street, Suite 2600, Toronto, Ontario, Canada M5J 2J1, and THE BANK OF NEW YORK MELLON, a New York corporation authorized to do a banking business having its principal office and place of business at 240 Greenwich Street, New York, New York 10286 (the “Bank”).

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LICENSE AGREEMENT
License Agreement • June 11th, 2021 • Sprott ESG Gold ETF • Commodity contracts brokers & dealers • New York

THIS LICENSE AGREEMENT (this “Agreement”) is entered into effective as of the 14th day of May, 2021 (the "Effective Date"), by and between The Bank of New York Mellon, a New York banking corporation ("Licensor"), and Sprott Asset Management LP, the Sponsor to the Sprott ESG Gold ETF ("Licensee").

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FUND ADMINISTRATION AND ACCOUNTING AGREEMENT
Fund Administration and Accounting Agreement • June 11th, 2021 • Sprott ESG Gold ETF • Commodity contracts brokers & dealers • New York

THIS AGREEMENT is made as of May 11, 2021 by and between Sprott ESG Gold ETF, a statutory trust formed under the laws of the State of Delaware (the “Trust”), having its principal office and place of business at Royal Bank Plaza, South Tower, 200 Bay Street, Suite 2600, Toronto, Ontario, Canada M5J 2J1, and The Bank of New York Mellon, a New York corporation authorized to do a banking business (“BNY Mellon”).

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CUSTODY AGREEMENT
Custody Agreement • June 11th, 2021 • Sprott ESG Gold ETF • Commodity contracts brokers & dealers • New York

AGREEMENT, dated as of May 11, 2021 by and between Sprott ESG Gold ETF, a statutory trust formed under the laws of the State of Delaware (the “Trust”), having its principal office and place of business at Royal Bank Plaza, South Tower, 200 Bay Street, Suite 2600, Toronto, Ontario, Canada M5J 2J1, and The Bank of New York Mellon, a New York corporation authorized to do a banking business, having its principal office and place of business at 240 Greenwich Street, New York, New York 10286 (“Custodian”).

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SPROTT ESG GOLD ETF FORM OF AUTHORIZED PARTICIPANT AGREEMENT
Authorized Participant Agreement • June 11th, 2021 • Sprott ESG Gold ETF • Commodity contracts brokers & dealers • New York
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MARKETING AGENT AGREEMENT
Marketing Agent Agreement • June 22nd, 2022 • Sprott ESG Gold ETF • Commodity contracts brokers & dealers • New York

THIS AGREEMENT is made and entered into as of this 7th day of June, 2022 by and among Sprott ESG Gold ETF, a Delaware statutory trust (the “Trust”), which is sponsored by Sprott Asset Management LP, a Canadian limited partnership with offices in the United States and Canada (the “Sponsor”), and Sprott Global Resource Investments Ltd., a California limited partnership and an affiliate of the Sponsor (“SGRIL” or the “Marketing Agent”).

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SPROTT ASSET MANAGEMENT LP, as Sponsor and DELAWARE TRUST COMPANY, as Delaware Trustee AMENDED AND RESTATED TRUST AGREEMENT SPROTT ESG GOLD ETF Dated as of June [____], 2021
Trust Agreement • June 11th, 2021 • Sprott ESG Gold ETF • Commodity contracts brokers & dealers • Delaware

This Amended and Restated Trust Agreement (this “Agreement”), dated as of June [___], 2021, is between Sprott Asset Management LP, a Canadian limited partnership, as sponsor (the “Sponsor”) and Delaware Trust Company, a Delaware trust company, as Delaware trustee (the “Delaware Trustee”).

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SPONSOR AGREEMENT
Sponsor Agreement • June 22nd, 2022 • Sprott ESG Gold ETF • Commodity contracts brokers & dealers • New York

THIS SPONSOR AGREEMENT (the “Agreement”), dated as of June [_], 2022, is made by and between Sprott Asset Management LP, a limited partnership formed under the laws of the Province of Ontario, Canada, pursuant to the Limited Partnerships Act (Ontario) (the “Sponsor”), with offices in the United States and Canada, and Sprott ESG Gold ETF, a statutory trust formed under the laws of Delaware (the “Trust”). The activities of the Trust are described in the Registration Statement on Form S-1, as may be amended from time to time, (File No. 333-264576) (the “Registration Statement”) relating to the public offer and sale of units of beneficial interest in the Trust. Any defined terms used in the Agreement and not defined herein shall have the meanings ascribed to those terms in the Registration Statement.

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IOPV CALCULATION AGREEMENT
Iopv Calculation Agreement • June 1st, 2022 • Sprott ESG Gold ETF • Commodity contracts brokers & dealers
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SPROTT ESG GOLD TRUST INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • June 22nd, 2022 • Sprott ESG Gold ETF • Commodity contracts brokers & dealers • New York

THIS AGREEMENT is made this [_] day of June, 2022 by and among SPROTT ESG GOLD TRUST, a Delaware Statutory Trust (the “Trust”), SPROTT ASSET MANAGEMENT LP, a limited partnership formed under the laws of the Province of Ontario, Canada (the “Sponsor”) and SPROTT ASSET MANAGEMENT USA INC., a California corporation (the “Investment Adviser”).

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Trading and Unallocated Gold Custody Agreement entered into as of the ■ day of ■, 2022.
Letter Agreement • June 1st, 2022 • Sprott ESG Gold ETF • Commodity contracts brokers & dealers • Ontario

B E T W E E N: ROYAL CANADIAN MINT, Ottawa, Ontario, Canada, a Crown corporation established by the Royal Canadian Mint Act (Canada)

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