0001104659-12-064364 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 19th, 2012 • Golden Minerals Co • Gold and silver ores • Colorado

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of September 19, 2012 by and among GOLDEN MINERALS COMPANY, a Delaware corporation (the “Company”), and Sentient Global Resources Fund IV, L.P., a Cayman Islands exempted limited partnership (the “Buyer”).

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GOLDEN MINERALS COMPANY 5,497,504 Units Consisting of One Share of Common Stock and A Warrant to Purchase 0.50 of a Share of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • September 19th, 2012 • Golden Minerals Co • Gold and silver ores • New York
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SUBSCRIPTION AGREEMENT
Subscription Agreement • September 19th, 2012 • Golden Minerals Co • Gold and silver ores • Colorado

THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of September 18, 2012, by and among GOLDEN MINERALS COMPANY, a Delaware corporation (the “Company”), and SENTIENT GLOBAL RESOURCES FUND IV, L.P. (“FUND IV”), a Cayman Islands exempted limited partnership (the “Buyer”).

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WARRANT AGREEMENT
Warrant Agreement • September 19th, 2012 • Golden Minerals Co • Gold and silver ores • New York

THIS WARRANT AGREEMENT is dated September 19, 2012, between Golden Minerals Company, a Delaware corporation (the “Company”) and Computershare Trust Company, N.A., acting as warrant agent (the “Warrant Agent”).

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