0001072725-13-000042 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 28th, 2013 • Gold Reserve Inc • Gold and silver ores • New York

This Registration Rights Agreement (this “Agreement”) is entered into as of August 27, 2013 (the “Closing Date”) by and among Gold Reserve Inc., a corporation existing under the laws of the Yukon Territory, Canada (the “Company”), the parties set forth on Exhibit A attached hereto (each a “Stockholder” and collectively, the “Stockholders”) and any other Eligible Sellers (as defined below) who may become a party to this Agreement on or after the Closing Date. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Subscription Agreements (as defined below).

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