SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 9th, 2023 • Golden Minerals Co • Gold and silver ores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of November 6, 2023, between Golden Minerals Company, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
EXHIBIT 10.23 ASSIGNMENT AND ASSUMPTION AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of September 27, 1994, by and between Kerry A. McDonald (the "Assignor") and Cordilleras Silver Mines Ltd., a Bahamian corporation (the "Assignee"). W I T...Assignment and Assumption Agreement • August 29th, 1997 • Apex Silver Mines LTD • New York
COMMON STOCK PURCHASE WARRANT golden minerals companySecurity Agreement • June 29th, 2023 • Golden Minerals Co • Gold and silver ores
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December __, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on December __, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Golden Minerals Company, a Delaware corporation (the “Company”), up to the number of shares set forth above (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
DRAFT 3/19/99 Apex Silver Mines Limited _________ Shares Ordinary Shares ($.01 par value) Underwriting AgreementUnderwriting Agreement • April 13th, 1999 • Apex Silver Mines LTD • Gold and silver ores • New York
SHAREHOLDERS' AGREEMENT -----------------------Shareholders Agreement • October 9th, 1997 • Apex Silver Mines LTD • New York
and __________________ as Trustee INDENTUREIndenture • April 13th, 1999 • Apex Silver Mines LTD • Gold and silver ores • New York
Exhibit 10.2 Form of Change of Control Agreement Apex Silver Mines Limited has entered into a change of control agreement with Jeffrey G. Clevenger, its President and Chief Executive Officer, effective October 11, 2003 pursuant to which he will...Change of Control Agreement • November 15th, 2004 • Apex Silver Mines LTD • Gold and silver ores
Attach to Exhibit 10.21 Attached hereto is an English translation of the original Spanish version of the Joint Venture Agreement between Comibol and ASC Bolivia LDC, regarding the Choroma Concession. The Company employed translators to translate the...Joint Venture Agreement • August 29th, 1997 • Apex Silver Mines LTD
Attach to Exhibit 10.18 Attached hereto is an English translation of the original Spanish version of the Assignment Agreement regarding Mintec's rights and obligations under the Purchase Option Agreement between Mintec and ASC Bolivia LDC. The Company...Assignment Agreement • August 29th, 1997 • Apex Silver Mines LTD
SERIES A COMMON STOCK PURCHASE WARRANT golden minerals companyWarrant Agreement • November 9th, 2023 • Golden Minerals Co • Gold and silver ores
THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after November __, 2023 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on November __, 2028 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Golden Minerals Company, a Delaware corporation (the “Company”), up to the number of shares set forth above (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Exhibit 10.5 MANAGEMENT SERVICES AGREEMENT -----------------------------Management Services Agreement • October 9th, 1997 • Apex Silver Mines LTD • New York
PRE-FUNDED COMMON STOCK PURCHASE WARRANT GOLDen MINERALS COMPANYPre-Funded Common Stock Purchase Warrant • November 9th, 2023 • Golden Minerals Co • Gold and silver ores
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Golden Minerals Company, a Delaware corporation (the “Company”), up to the number of shares set forth above (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
FORM T-1Trust Indenture • April 13th, 1999 • Apex Silver Mines LTD • Gold and silver ores
DRAFT 3/23/99 Apex Silver Mines Limited Preference Shares, Warrants to Preference Shares, Depositary Shares Warrants to Ordinary Shares, Ordinary Share Purchase Rights and Debt Securities Underwriting AgreementUnderwriting Agreement • April 13th, 1999 • Apex Silver Mines LTD • Gold and silver ores • New York
AT THE MARKET OFFERING AGREEMENT December 20, 2016At the Market Offering Agreement • December 20th, 2016 • Golden Minerals Co • Gold and silver ores • New York
Golden Minerals Company, a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with H. C. Wainwright & Co., LLC (the “Manager”) as follows:
a) Requests for Registration. Each of Silver Holdings and ------------------------- Argentum may request at any time after 180 days after the Company's initial public offering registration under the Securities Act of 1933, as amended (the "Securities...Registration Rights Agreement • November 18th, 1997 • Apex Silver Mines LTD • New York
SERIES B COMMON STOCK PURCHASE WARRANT GOLDEN MINERALS COMPANYSecurity Agreement • July 19th, 2019 • Golden Minerals Co • Gold and silver ores
THIS SERIES B COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after January 17, 2020 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on May 20, 2022 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Golden Minerals Company, a Delaware corporation (the “Company”), up to shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
6,325,000 Ordinary Shares ($.01 par value) Underwriting AgreementUnderwriting Agreement • August 9th, 2006 • Apex Silver Mines LTD • Gold and silver ores • New York
Apex Silver Mines Limited, a Cayman Islands company (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representative”) are acting as representative, 6,325,000 Ordinary Shares, $.01 per share par value (“Ordinary Shares”) of the Company (said shares to be issued and sold by the Company being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the terms Representative and Underwriters shall mean either the singular or plural as the context requires. The use of the neuter in this Agreement shall include the feminine and masculine wherever appropriate. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or the Final Prospectus shall be deemed to refer to and include the documents incorporated by reference therein purs
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 29th, 2023 • Golden Minerals Co • Gold and silver ores • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 26, 2023, between Golden Minerals Company, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
AMENDED AND RESTATED UNDERWRITING AGREEMENTUnderwriting Agreement • July 24th, 2020 • Golden Minerals Co • Gold and silver ores • New York
The undersigned, Golden Minerals Company, a company incorporated under the laws of Delaware (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Golden Minerals Company, the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for which H.C. Wainwright & Co., LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein. This Amended and Restated Underwriting Agreement amends, restates and supersedes in its e
W&S DRAFT 11/13/97 Apex Silver Mines Limited 7,200,000 Shares/1/ Ordinary Shares ($.01 par value) U.S. Underwriting Agreementu.s. Underwriting Agreement • November 18th, 1997 • Apex Silver Mines LTD • New York
Warrant Agreement, dated as of November 5, 1999 (this "Agreement") between APEX SILVER MINES LIMITED, a Cayman Islands company (the "Company"), and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation (the "Warrant Agent"). WHEREAS, the...Warrant Agreement • November 8th, 1999 • Apex Silver Mines LTD • Gold and silver ores • New York
EXHIBIT 1.2 Apex Silver Mines Limited 1,800,000 Shares //1/ Ordinary Shares ($.01 par value) International Underwriting AgreementInternational Underwriting Agreement • November 18th, 1997 • Apex Silver Mines LTD • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • September 10th, 2014 • Golden Minerals Co • Gold and silver ores • California
Golden Minerals Company, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named on Schedule I hereto (the “Underwriters,” or, each, an “Underwriter”), an aggregate of up to a total of 3,692,000 units (the “Units”), each unit consisting of (i) one share (each, a “Share”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) and (ii) a warrant to purchase one half of a share of Common Stock (each, a “Warrant”). The shares of Common Stock underlying the Warrants are referred to herein as the “Warrant Shares;” the Shares, Warrants and Warrant Shares together are the “Securities.” The Units will not be separately issued or certificated. The Shares and the Warrants are immediately separable and will be issued separately, but will be purchased together in the offering. Roth Capital Partners, LLC (“Roth”) is acting as representative of the several Underwriters and in such c
This Share Option Agreement (the "Agreement"), made as of the [ ] -- day of [DATE OF ISSUANCE OF OPTION], by and between Apex Silver Mines Limited, an exempted limited liability company duly formed and existing under the laws of the Cayman Islands...Share Option Agreement • August 29th, 1997 • Apex Silver Mines LTD
WITNESSETH:Collateral Pledge and Security Agreement • December 17th, 2004 • Apex Silver Mines LTD • Gold and silver ores • New York
Exhibit 10.3 BUY-SELL AGREEMENT ------------------Buy-Sell Agreement • August 29th, 1997 • Apex Silver Mines LTD
EXHIBIT 10.30 AMENDED AND RESTATED VOTING TRUST AGREEMENT, amended and restated as of the 29th day of October, 1997 (this "Agreement"), between THOMAS KAPLAN, with an address c/o Rosenman & Colin LLP, 575 Madison Avenue, New York, New York 10022-...Voting Trust Agreement • November 18th, 1997 • Apex Silver Mines LTD • New York
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 18th, 2004 • Apex Silver Mines LTD • Gold and silver ores • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 15, 2004 between Apex Silver Mines Limited, a Cayman Islands company (the “Company”), and the Initial Purchasers, pursuant to the Purchase Agreement, dated October 11, 2004 (the “Purchase Agreement”), between the Company and the Initial Purchasers. In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide the registration rights set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
MINING AGREEMENT betweenMining Agreement • August 29th, 1997 • Apex Silver Mines LTD
AP -------------------- --------------------- ORDINARY SHARES SEE REVERSE SIDE FOR CERTAIN DEFINITIONS INCORPORATED UNDER THE LAWS CUSIP G04074 10 3 OF THE GAYMAN ISLANDS -------------------------------------------------------------------------- This...Share Certificate • November 18th, 1997 • Apex Silver Mines LTD
Apex Silver Mines Limited transferable on the books of the Company in person or by a duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate and the shares represented hereby are issued and shall be held subject to all the provisions of the Memorandum and Articles of Incorporation of the Company and any amendments thereto, price of which was on file with the Transfer Agent, to all of which the holder, by acceptance hereby assents. This Certificate is not valid unless undersigned by the Transfer Agent and registered by the Registrar. Witness the facsimile seal of the Company and the facsimile signatures of its duly authorized Chairman and Secretary.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 14th, 2016 • Golden Minerals Co • Gold and silver ores • Colorado
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 10, 2016 by and between GOLDEN MINERALS COMPANY, a Delaware corporation (the “Company”), and Sentient Global Resources Fund IV, L.P., a Cayman Islands exempted limited partnership (“Buyer”).
100,000,000 4.0% Convertible Senior Subordinated Notes Due 2024* Purchase AgreementPurchase Agreement • October 18th, 2004 • Apex Silver Mines LTD • Gold and silver ores • New York
Apex Silver Mines Limited, a Cayman Islands company (the “Company”), proposes to issue and sell to the several parties named in Schedule I hereto (the “Initial Purchasers”), for whom you (the “Representative”) are acting as representative, $100,000,000 aggregate principal amount of its 4.0% Convertible Senior Subordinated Notes due 2024 (the “Firm Securities”). The Company also proposes to grant to the Initial Purchasers an option to purchase up to $50,000,000 additional aggregate principal amount of such Notes (the “Option Securities” and, together with the Firm Securities, the “Securities”). The Securities are convertible into ordinary shares, par value $.01 per share (the “Ordinary Shares”), of the Company. The Securities are to be issued under an indenture (the “Indenture”), dated as of the Closing Date, between the Company and The Bank of New York, as trustee (the “Trustee”). The Securities will have the benefit of a registration rights agreement (the “Registration Rights Agreemen
Exhibit 10.30 VOTING TRUST AGREEMENT, made as of the 1st day of August, 1997, between THOMAS KAPLAN, with an address c/o Rosenman & Colin LLP, 575 Madison Avenue, New York, New York 10022-2585, Attn.: Steven E. Plotnick, Esq., as Trustee (hereinafter...Voting Trust Agreement • October 9th, 1997 • Apex Silver Mines LTD • New York
APEX SILVER MINES LIMITED 2,292,526 Ordinary Shares PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • February 13th, 2004 • Apex Silver Mines LTD • Gold and silver ores • New York
Apex Silver Mines Limited, a Cayman Islands company (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell 2,292,526 ordinary shares, par value $0.01 per share (the "Ordinary Shares"), to certain investors (collectively, the "Investors"). The Company desires to engage as its placement agent Sunrise Securities Corp. (the "Placement Agent") in connection with such issuance and sale. The 2,292,526 Ordinary Shares to be sold (the "Shares") are described more fully in the Registration Statement (as hereinafter defined).
