0001047469-09-008386 Sample Contracts

COMMON SHARES VISTA GOLD CORP. UNDERWRITING AGREEMENT
Underwriting Agreement • September 17th, 2009 • Vista Gold Corp • Gold and silver ores • New York

Company Act of 1940, as amended (the "1940 Act"); nor is the Company "controlled" by an entity required to be registered as an "investment company" under the 1940 Act.

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Form of Lock-Up Agreement Lock-Up Agreement
Lock-Up Agreement • September 17th, 2009 • Vista Gold Corp • Gold and silver ores • New York

This agreement ("Lock-Up Agreement") is being delivered to you in connection with the underwriting agreement (the "Underwriting Agreement") entered into by Vista Gold Corp., a Canadian corporation (the "Company"), and you with respect to the offering (the "Offering") of common shares, without par value per share, of the Company (the "Common Shares"). Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Underwriting Agreement.

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