SUBSCRIPTION AGREEMENTSubscription Agreement • June 30th, 2011 • Golden Minerals Co • Gold and silver ores • New York
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’) OR ANY STATE SECURITIES LAWS, AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO REGISTRATION OR AN AVAILABLE EXEMPTION THEREFROM. THE SUBSCRIBER (1) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER NOTES OR THE COMMON SHARES ISSUABLE UPON CONVERSION OF SUCH NOTES, EXCEPT (A) TO THE ISSUER OR A SUBSIDIARY THEREOF; (B) TO PERSONS OTHER THAN U.S. PERSONS IN AN “OFFSHORE” TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE SECURITIES ACT; (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 OR RULE 144A, AS AVAILABLE, ADOPTED UNDER THE SECURITIES ACT OR ANOTHER AVAILABLE EXEMPTION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS; OR (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT; AND (2) AGREES THAT IT WILL, PRIOR TO ANY TRANSFER OF THIS SECURITY, FURNISH TO THE ISSUER SUC
