GOLDEN HAND RESOURCES, INC.
COMMON STOCK PURCHASE AGREEMENT
This common stock agreement (the "Agreement") is made as of August __,
2004 by and between Golden Hand Resources, Inc., a Washington corporation (the
"Company"), and __________________ herein referred to as the "Purchaser").
RECITALS
WHEREAS, the Company desires to sell to Purchaser and Purchaser desires to
purchase from the Company ____ Units for $.75 per Unit. Each Unit shall consist
of
(I) one share of the Company's Common Stock
(II) a one year warrant to purchase one share of the Company's Common
Stock exercisable at $1.50 per share; and
(III) a three year warrant to purchase one share of the Company's Common
Stock at $2.50 per share.
NOW, THEREFORE, the parties hereto hereby agree as follows:
Section 1. Sale and Issuance of Common Stock.
1.1 Subject to the terms and conditions of this Agreement, the Company has
authorized the sale and issuance of up to 2,000,000 Units.
Section 2. The Closing.
2.1 The closing of the Issuance to Purchaser (the "Closing") shall take
place simultaneously with the execution and delivery of this Agreement at the
principal office of the Company or a place to be hereafter determined and
pursuant to the Escrow Agreement as of the date hereof.
At the Closing, the Company shall deliver to Purchaser a stock certificate
representing the Common Stock duly executed by the Company. The wire transfer
shall be sent pursuant to the following instructions:
Account Name:
Account No:
ABA No: 1
Bank Name
Section 3. Representations and Warranties of the Company.
The Company hereby represents and warrants to Purchaser as follows:
3.1 Organization.
The Company is duly organized, validly existing and in good standing under
the laws of the State of Washington.
Section 4. Representations and Warranties of Purchaser.
Purchaser hereby represents and warrants to the Company as follows:
4.1 Authorization of the Documents.
Purchaser has all requisite power and authority (corporate or otherwise)
to execute, deliver and perform the Financing Documents and the transactions
contemplated thereby, and the execution, delivery and performance by Purchaser
of this Agreement.
4.2 Investment Representations.
All of the representations, warranties and information of Purchaser
provided in the Subscription Application are incorporated herein and made a part
hereof by this reference and shall be true at the Closing with the same effect
as though made at the Closing. Company and the Buyer(s) are executing and
delivering this Agreement in reliance upon an exemption from securities
registration pursuant to Section 4(2) and/or Rule 506 of Regulation D
("Regulation D") as promulgated by the U.S. Securities and Exchange Commission
(the "SEC") under the Securities Act of 1933, as amended (the "1933 Act").
4.3 Restricted Stock. Purchaser understands and acknowledges that the
Shares have not been, and when issued will not be, registered with the
Securities and Exchange Commission. Further, the Purchaser understands and
acknowledges that the certificates representing the Shares, when issued, shall
bear a restrictive legend.
4.6 Accredited Investor" Status. Unless indicated otherwise herein, the
Purchaser represents and confirms that Purchaser falls within one of
the following definitions of Accredited Investor: (i)The undersigned
is a natural person whose individual net worth, or joint net worth
with spouse, exceeds $1,000,000 at the time of purchase of the
Shares. Securities. (ii)The undersigned is a natural person who had
an individual income in excess of $200,000 in each of the last two
years or joint income with spouse in excess of $300,000 in each of
those years and reasonably expects to reach the same income level in
the current year. (iii)The undersigned is either a director,
executive officer or general partner of the Company, or a director,
executive officer or general partner of a general partner of the
Company. If an Accredited Investor, the undersigned further
certifies that: (i) the undersigned (or the undersigned's
professional advisor(s)) has the capacity to protect the
undersigned's interests in this investment; (ii) the undersigned is
able to bear the economic risks of this investment; and (iii) the
amount of the investment does not exceed 10% of the undersigned's
net worth or joint net worth with spouse. Purchaser understands that
the Company is relying in such representation in the sale of the
aforementioned Shares and Warrants.
If not an ACCREDITED INVESTOR please indicate herein YES [ ] NO [ ]
Each purchaser who is not an accredited investor either alone or
with his purchaser representative(s) is a sophisticated investor and
has such knowledge and experience in financial and business matters
that he is capable of evaluating the merits and risks of the
prospective investment, or the issuer reasonably believes
immediately prior to making any sale that such purchaser comes
within this description.
4.7 The undersigned understands and agrees that the certificates
for the Shares shall bear the following legend until (i) such
securities shall have been registered under the Act and
effectively been disposed of in accordance with a registration
statement that has been declared effective; or (ii) in the
opinion of counsel for the Company such securities may be sold
without registration under the Securities Act as well as any
applicable "Blue Sky" or state securities laws:
"THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, PLEDGED,
HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION
STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT
WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING
OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE CORPORATION, OR OTHER COUNSEL
REASONABLY ACCEPTABLE TO THE CORPORATION, THAT THE PROPOSED DISPOSITION IS
CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY
APPLICABLE "BLUE SKY" OR SIMILAR SECURITIES LAW."
Section 5. Indemnification.
Purchaser hereby agrees to indemnify and defend (with counsel acceptable
to the Company) the Company and its officers, directors, employees, counsel and
agents and hold them harmless from and against any and all liability, loss,
damage, cost or expense, including costs and reasonable attorneys' fees,
incurred on account of or arising from:
(i) Any breach of or inaccuracy in Purchaser's representations, warranties
or agreements herein or in the Subscription Application; and
(ii) Any action, suit or proceeding based on a claim that any of
Purchaser's representations and warranties in the Subscription Application were
inaccurate or misleading, or otherwise cause for obtaining damages or redress
from the Company or any officer, director, employee or agent of the Company
under the Securities Act.
Section 6 MISCELLANEOUS
Entire Agreement.
This Agreement and the other writings and agreements referred to in this
Agreement or delivered pursuant to this Agreement contain the entire
understanding of the parties with respect to the subject matter hereof and
supersedes all prior agreements and understandings among the parties with
respect thereto.
Preparation of Agreement.
Each party to this Agreement acknowledges that: (i) the party had the
advice of, or sufficient opportunity to obtain the advice of, legal counsel
separate and independent of legal counsel for any other party hereto; (ii) the
terms of the transactions contemplated by this Agreement are fair and reasonable
to such party; and (iii) such party has voluntarily entered into the
transactions contemplated by this Agreement without duress or coercion. Each
party agrees that no conflict, omission or ambiguity in this Agreement, or the
interpretation thereof, shall be presumed, implied or otherwise construed
against any other party to this Agreement on the basis that such party was
responsible for drafting this Agreement.
Governing Law
All questions concerning the construction, interpretation and validity of
this Agreement shall be governed by and construed and enforced in accordance
with the domestic laws of Washington.
Counterparts.
This Agreement may be executed in any number of counterparts, and each
such counterpart of this Agreement shall be deemed to be an original instrument,
but all such counterparts together shall constitute but one agreement. Facsimile
counterpart signatures to this Agreement shall be acceptable and binding.
Golden Hand Resources, Inc. - Confidential
IN WITNESS WHEREOF, each of the undersigned has duly executed this Common Stock
Purchase Agreement as of the date first written above.
PURCHASER:
-------------------------------
-------------------------------
Name of Purchaser (Print)
Purchaser Address: ______________
______________
Investment amount $_____________
Shares Purchased ______________
AGREED AND ACCEPTED:
COMPANY:
GOLDEN HAND RESOURCES, INC.
By:
-------------------------
Name:
Title:
