0001104659-12-005915 Sample Contracts

20,000,000 Units SPROTT PHYSICAL GOLD TRUST UNITS UNDERWRITING AGREEMENT
Underwriting Agreement • February 1st, 2012 • Sprott Physical Gold Trust • Commodity contracts brokers & dealers • New York

Sprott Physical Gold Trust, a trust formed and organized under the laws of the Province of Ontario (the “Trust”) and managed by Sprott Asset Management LP, a limited partnership organized under the laws of the Province of Ontario (the “Manager”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”), an aggregate of 20,000,000 units of the Trust (the “Firm Units”).

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