GOLDEN MINERALS COMPANY UNDERWRITING AGREEMENTUnderwriting Agreement • February 10th, 2010 • Golden Minerals Co • Gold and silver ores • New York
Golden Minerals Company, a corporation organized and existing under the laws of Delaware (the "Company"), proposes to issue and sell, and each person or entity (each, a "Selling Stockholder") identified as a Selling Stockholder in Schedule III hereto, acting severally and not jointly, proposes to sell, subject to the terms and conditions stated herein, to the several underwriters named in Schedule I hereto (the "Underwriters") an aggregate of • shares (the "Firm Shares") of the Company's common stock, $0.01 par value per share (the "Common Stock"), of which • Firm Shares are to be issued and sold by the Company and an aggregate of • Firm Shares are to be sold by the Selling Stockholders. The number of Firm Shares to be sold by each Selling Stockholder is the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule III hereto. In addition, solely for the purpose of covering over-allotments in connection with the sale of the Firm Shares, at the option of
