Common use of Voting of the Shares Clause in Contracts

Voting of the Shares. Each Stockholder hereby irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing until termination of this Agreement in accordance with its terms, at the Stockholders’ Meeting and any other meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of the Company, however called, each Stockholder and each of his, her or its Affiliates that has or acquires Beneficial Ownership of any Securities will appear at such meeting or otherwise cause the Securities to be counted as present thereat for purposes of establishing a quorum and vote (or cause to be voted) the Securities, in connection with all votes required by the Merger Agreement or applicable Law in connection with the following matters, including votes by holders of the Common Shares and Preferred Shares voting together as a single class and votes by the holders of the Preferred Shares voting separately as a single class: (a) in favor of the approval and adoption of the Merger Agreement and the approval of other actions contemplated by the Merger Agreement and any actions required in furtherance thereof, (b) against the approval of any Competing Transaction or the approval of any other action contemplated by a Competing Transaction, (c) in favor of any matters necessary for the consummation of the transactions contemplated by the Merger Agreement, (d) against any action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interface with, delay or postpone, discourage or adversely affect the Merger Agreement or the transactions contemplated thereby and (e) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or other obligation or agreement of the Company contained in the Merger Agreement, or of any Stockholder contained in this Agreement.

Voting of the Shares. Each Stockholder hereby irrevocably and unconditionally agrees with Parent and the Company that, during the period commencing on the date hereof and continuing until termination of this Agreement in accordance with its terms, at the Stockholders’ Meeting and any other meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of the Company, however called, each Stockholder and each of his, her his or its Affiliates that has or acquires Beneficial Ownership of any Securities will appear at such meeting or otherwise cause the Securities to be counted as present thereat for purposes of establishing a quorum and vote (or cause to be voted) the Securities, in connection with all votes required by the Merger Agreement or applicable Law in connection with the following matters, including votes by holders of the Common Shares and Preferred Shares voting together as a single class and votes by the holders of the Preferred Shares voting separately as a single class: Securities (a) in favor of the approval and adoption of the Merger Agreement and the approval of other actions contemplated by the Merger Agreement and any actions required in furtherance thereof, including any action recommended by the Board of Directors of the Company (or the Special Committee thereof) in connection with the Merger or the other transactions contemplated by the Merger Agreement, (b) against the approval of any Competing Transaction or the approval of any other action contemplated by a Competing Transactionrequired in furtherance thereof, and (c) in favor of any matters necessary for the consummation of the transactions contemplated by the Merger Agreement, (d) against any action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, expected to materially impede, interface frustrate, interfere with, delay or delay, postpone, discourage or adversely affect or prevent the consummation of the Merger Agreement or the other transactions contemplated thereby and (e) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or other obligation or agreement of the Company contained in by the Merger Agreement, or of any Stockholder contained in this Agreement.

Voting of the Shares. Each Stockholder Shareholder hereby irrevocably covenants and unconditionally agrees in favour of US Gold and Minera Andes that, during the period commencing on from the date hereof until the earlier of (i) the Effective Date and continuing until (ii) the termination of this Agreement in accordance with its termsArticle 4, except as otherwise permitted by this Agreement, at the Stockholders’ Meeting and any other meeting (whether annual or special special, and whether or not an at each adjourned or postponed meeting) or any consent process of the stockholders shareholders of the CompanyUS Gold or Minera Andes, however calledas applicable, each Stockholder and each of his, her or its Affiliates that has or acquires Beneficial Ownership of any Securities will such Shareholder will: (a) appear at such meeting or otherwise cause the Securities all of its Shares to be counted as present thereat for purposes of establishing calculating a quorum or other minimum participation requirement, and respond to each request for written consent, if any; and (b) vote (or consent or cause to be voted) the Securities, in connection with voted or consented by or on behalf of such Shareholder all votes required by the Merger Agreement or applicable Law in connection with the following matters, including votes by holders of the Common Shares and Preferred Shares all other voting together securities of or equity interests in US Gold or Minera Andes, as a single class and votes by the holders of the Preferred Shares voting separately as a single class: applicable, (ai) in favor favour of the approval and adoption of the Merger Agreement US Gold Resolution and the approval of Arrangement Resolution, as the case may be, and any other actions contemplated resolutions or transactions proposed by the Merger Agreement boards of directors of US Gold and any actions required Minera Andes, as the case may be, in furtherance thereof, connection with the Arrangement; (bii) against the approval of any Competing Transaction proposal made in opposition to or competition with or which otherwise interferes with or prevents the approval consummation of the Arrangement; (iii) against any other action contemplated by a Competing Transactionor proposal that is intended to, or is reasonably likely to, result in any of the conditions of the obligations of US Gold or Minera Andes under the Arrangement Agreement not being fulfilled; and (civ) in favor of against any matters necessary for the action which would reasonably be expected to impede, interfere with, delay, postpone or materially adversely affect consummation of the transactions contemplated by the Merger Agreement, (d) against any action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interface with, delay or postpone, discourage or adversely affect the Merger Agreement or the transactions contemplated thereby and (e) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or other obligation or agreement of the Company contained in the Merger Agreement, or of any Stockholder contained in this Arrangement Agreement.

Voting of the Shares. Each Stockholder Shareholder and Rollover Investor hereby irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing until termination of this Agreement in accordance with its terms, at the Stockholders’ Company Shareholders Meeting and any other meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders Shareholders of the CompanyTarget, however called, each Stockholder Shareholder and Rollover Investor and each of his, her or its Affiliates that has or acquires Beneficial Ownership beneficial ownership of any Securities securities will appear at such meeting or otherwise cause the Securities securities to be counted as present thereat for purposes of establishing a quorum and vote (or cause to be voted) the Securitiessecurities, in connection with all votes required by the Merger Agreement or applicable Law in connection with the following matters, including votes by holders of the Common Shares and Preferred Shares voting together as a single class and votes by the holders of the Preferred Shares voting separately as a single class: (a) in favor of the approval and adoption of the Merger Agreement and the approval of other actions contemplated by the Merger Agreement and any actions required in furtherance thereof, (b) against the approval of any Competing Transaction Acquisition Proposal or the approval of any other action contemplated by a Competing Transactionan Acquisition Proposal, (c) in favor of any matters necessary for the consummation of the transactions contemplated by the Merger Agreement, (d) against any action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interface with, delay or postpone, discourage or adversely affect the Merger Agreement or the transactions contemplated thereby and (e) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or other obligation or agreement of the Company contained in the Merger Agreement, or of any Stockholder Shareholder or Rollover Investor contained in this Agreement.

Voting of the Shares. Each Stockholder Shareholder hereby irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing unless and until termination of this Agreement in accordance with its termsterms or the Company Board (at the direction of the Independent Committee) or the Independent Committee has made a Company Adverse Recommendation in accordance with terms of the Merger Agreement, at the Stockholders’ Meeting and any other meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders holders of the CompanyShares, however called, each Stockholder Shareholder and each of his, her or its Affiliates that has or acquires Beneficial Ownership of any Securities will appear at such meeting or otherwise cause the Securities to be counted as present thereat for purposes of establishing a quorum and vote (or cause to be voted) the Securities, in connection with all votes required by the Merger Agreement or applicable Law in connection with the following matters, including votes by holders of the Common Shares and Preferred Shares voting together as a single class and votes by the holders of the Preferred Shares voting separately as a single class: Securities (ai) in favor of the approval and adoption of the Merger Agreement and the approval of other actions contemplated by the Merger Agreement and any actions required in furtherance thereof, (b) against the approval of any Competing Transaction or the approval of any other action contemplated by a Competing Transaction, (cii) in favor of any matters necessary for the consummation of the transactions contemplated by the Merger Agreement, (diii) against the approval of any Acquisition Proposal or the approval of any other action contemplated by an Acquisition Proposal, (iv) against any action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interface with, delay or postpone, discourage or adversely affect the Merger Agreement or the transactions transaction contemplated thereby thereby, and (ev) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or other obligation or agreement of the Company contained in the Merger Agreement, or of any Stockholder Shareholder contained in this Agreement.

Voting of the Shares. Each Stockholder Such Shareholder hereby irrevocably and unconditionally agrees thatto, during the period commencing on the date hereof and continuing until termination of this Agreement in accordance with its terms, at the Stockholders’ Parent Shareholder Meeting and any other meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders shareholders of Parent on which the CompanyPurchase Agreement and/or the transactions contemplated by the Purchase Agreement, including the Transaction, (or any other the other matters described in this paragraph) will be voted on, however such meeting is called, each Stockholder and each of hisincluding any adjournment, her postponement, recess or its Affiliates that has or acquires Beneficial Ownership of any Securities will continuation thereof, appear at such meeting or otherwise cause the Securities to be counted as present thereat for purposes of establishing a quorum and vote (or cause to be voted) the Securities, in connection with all votes required by the Merger Agreement or applicable Law in connection with the following matters, including votes by holders of the Common Shares and Preferred Shares voting together as a single class and votes by the holders of the Preferred Shares voting separately as a single class: (a) in favor of the approval of (i) the Transaction and adoption of the Merger Agreement and the approval of all other actions transactions contemplated by the Merger Purchase Agreement, (ii) the Purchase Agreement and (iii) any actions other matter that is required in furtherance thereofto be approved by the shareholders of Parent to facilitate the transactions contemplated by the Purchase Agreement, including the Transaction; and (b) against the (i) any proposal made in opposition to approval of any Competing Transaction the Purchase Agreement or in competition with the Purchase Agreement or the approval transactions contemplated by the Purchase Agreement, (ii) any proposal, transaction, agreement, amendment of Parent’s organizational or governing documents or any other action contemplated by a Competing Transactionaction, (c) in favor each case which could reasonably be expected to prevent, impede, interfere with, delay, postpone, discourage, frustrate the purposes of any matters necessary for or adversely affect the consummation of the transactions contemplated by the Merger Purchase Agreement, (d) against any action, agreement or transaction that is intended, that could reasonably be expected, or including the effect of which could reasonably be expected, to materially impede, interface with, delay or postpone, discourage or adversely affect the Merger Agreement or the transactions contemplated thereby and (e) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or other obligation or agreement of the Company contained in the Merger Agreement, or of any Stockholder contained in this AgreementTransaction.

Voting of the Shares. Each Stockholder Shareholder hereby irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing until termination of this Agreement in accordance with its terms, at the Stockholders’ Company Shareholders Meeting and any other meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders Shareholders of the Company, however called, each Stockholder Shareholder and each of his, her or its Affiliates that has or acquires Beneficial Ownership beneficial ownership of any Securities securities will appear at such meeting or otherwise cause the Securities securities to be counted as present thereat for purposes of establishing a quorum and vote (or cause to be voted) the Securitiessecurities, in connection with all votes required by the Merger Agreement or applicable Law in connection with the following matters, including votes by holders of the Common Shares and Preferred Shares voting together as a single class and votes by the holders of the Preferred Shares voting separately as a single class: (a) in favor of the approval and adoption of the Merger Agreement and the approval of other actions contemplated by the Merger Agreement and any actions required in furtherance thereof, (b) against the approval of any Competing Transaction Acquisition Proposal or the approval of any other action contemplated by a Competing Transactionan Acquisition Proposal, (c) in favor of any matters necessary for the consummation of the transactions contemplated by the Merger Agreement, (d) against any action, agreement or transaction that is intended, that could reasonably be expected, or the effect of which could reasonably be expected, to materially impede, interface with, delay or postpone, discourage or adversely affect the Merger Agreement or the transactions contemplated thereby and (e) against any action, proposal, transaction or agreement that would reasonably be expected to result in a breach in any respect of any covenant, representation or warranty or other obligation or agreement of the Company contained in the Merger Agreement, or of any Stockholder Shareholder contained in this Agreement.