FORM OF DELAY AGREEMENTS EXECUTED BETWEEN THE COMPANY AND CERTAIN OF THE SELLING SHAREHOLDERS AS OF MAY 11, 12 AND 13, 2004 DELAY AGREEMENT
FORM OF DELAY AGREEMENTS EXECUTED BETWEEN THE COMPANY AND
CERTAIN OF THE SELLING SHAREHOLDERS AS OF MAY 11, 12 AND 13, 2004
TO: | SILVERADO GOLD MINES
LTD., a British Columbia company (the “Company”) |
FROM: | THE UNDERSIGNED SHAREHOLDER
OF SILVERADO GOLD MINES LTD. (the “Shareholder”) |
RE: | Warrant Exercise Agreement
between the Company and the Shareholder (the “Warrant Exercise
Agreement”); Form SB-2 Registration Statement (the “Registration
Statement”) to be filed by the Company with the United States
Securities and Exchange Commission (the “SEC”) pursuant
to the United States Securities Act of 1933 (the “1933
Act”), as contemplated in the Warrant Exercise Agreement |
In consideration of the Company issuing to the Shareholder the number of shares set forth in Schedule A hereto under the column “Delay Shares to be Issued” (the “Delay Shares”) and including such Delay Shares on the Registration Statement, the Shareholder hereby releases the Company from any and all liabilities, obligations, expenses and damages arising from delay by the Company in filing the Registration Statement with the Securities and Exchange Commission as contemplated by the Warrant Exercise Agreement in order to qualify the following shares:
1. | the shares issued to the shareholder
upon exercise of the Replacement Warrants, as contemplated in the Warrant
Exercise Agreement and as set forth in Schedule A; |
|
2. | the shares issuable to the shareholder
upon exercise of the remaining Replacement Warrants held by the Shareholder
and as set forth in Schedule A; and |
|
3. | the shares issuable to the shareholder
upon exercise of the Additional Replacement Warrants issued to the Shareholder
upon exercise of the Replacement Warrants and as set forth in Schedule
A. |
This agreement will be of full force and effect without any further action of the Company upon issue of the Delay Shares in the name of the Shareholder and filing of the Registration Statement within five (5) business days of the date that delay agreements have been executed and delivered by each of the investors listed on Schedule A hereto. This Delay Agreement is further executed on the understanding that the Company will respond to all SEC comments on the Form SB-2 within three (3) weeks of receipt of any comment letter of the SEC.
Dated the _______ day of May, 2004.
SIGNATURE OF SHAREHOLDER: | ||
NAME OF SHAREHOLDER: |
SCHEDULE A TO DELAY AGREEMENT
Name | No. of Replacement Warrants Exercised |
Balance of Replacement Warrants |
Additional Replacement Warrant Issued |
Number of Delay Shares to be Issued |
Platinum Partners |
2,127,660 | 2,872,340 | 2,127,660 | 255,318 |
M/S Family Foundation |
297,872 | 402,128 | 297,872 | 35,745 |
Mesivta of Long Beach (Private Placement #1) |
531,915 | 718,085 | 531,915 | 63,830 |
Mesivta of Long Beach (Private Placement #2) |
85,106 | 114,894 | 85,106 | 10,214 |
Xxxxxxxxx Xxxxx |
106,383 | 143,617 | 106,383 | 12,766 |
Xxxx Xxxxxx |
127,660 | 172,340 | 127,660 | 15,318 |
Xxxxx Xxxxx |
297,872 | 402,128 | 297,872 | 35,745 |
Xxxxxx Xxxxxxxxx |
297,872 | 402,128 | 297,872 | 35,745 |
Keren MYCB Xxxxx Foundation |
297,872 | 402,128 | 297,872 | 35,745 |
Chancellor Apartments, LLC |
106,383 | 143,617 | 106,383 | 12,766 |
Zenny Trading Limited |
638,298 | 861,702 | 638,298 | 76,595 |
Xxxxxx Xxxxxxxxxxx |
85,106 | 114,894 | 85,106 | 10,214 |
TOTALS |
5,000,000 | 6,750,000 | 5,000,000 | 600,000 |