0000891020-02-000065 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 4th, 2002 • Golden Star Resources LTD • Gold and silver ores • New York

THIS REGISTRATION RIGHTS AGREEMENT, dated as of January 2, 2002 (this “Agreement”), is made by and between GOLDEN STAR RESOURCES LTD., a Canadian corporation (the “Company”), and the party listed on the signature page of this Agreement or any transferee of securities subject to this Agreement as provided in Section 8 (the “Investor”).

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UNIT PURCHASE AGREEMENT
Unit Purchase Agreement • February 4th, 2002 • Golden Star Resources LTD • Gold and silver ores • New York

THIS PURCHASE AGREEMENT, dated as of January 2, 2002, is by and between GOLDEN STAR RESOURCES LTD., a Canadian corporation, with headquarters located at 10579 Bradford Road, Suite 103, Littleton, Colorado (the “Company”), and the party listed on the signature page of this Agreement (the “Investor”). It relates to the offer and sale (the “Offering”) by the Company to the Investor and certain other persons (collectively, the “Investors”) of Units, each Unit consisting of one Common Share of the Company (such class of security being herein referred to as the “Common Shares” and the Common Shares issuable as a part of Units being referred to as the “Unit Shares”) and one half of a Warrant (individually a “Warrant” and, together with all similar warrants, the “Warrants”) to purchase one Common Share. The Warrants shall be issuable in substantially the form set forth in Appendix I hereto. The Company has offered the Units in the United States and to citizens and residents of the United State

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