0000919574-21-004032 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").

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”).

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”).

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
MARKETING AGENT AGREEMENT
Marketing Agent Agreement • June 11th, 2021 • Sprott ESG Gold ETF • Commodity contracts brokers & dealers

THIS AGREEMENT is made and entered into as of this [____] day of [____], 2021 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 (the “Sponsor”), and Sprott Global Resource Investments Ltd., a California limited partnership and an affiliate of the Sponsor (“SGRIL” or the “Marketing Agent”).

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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