0001157523-08-006219 Sample Contracts

AGENCY AGREEMENT
Agency Agreement • August 1st, 2008 • Legend International Holdings Inc • Gold and silver ores • Ontario

BMO Nesbitt Burns Inc. (“BMO”), Wellington West Capital Markets Inc. and BBY Ltd. (together, the “Agents”) understand that Legend International Holdings, Inc. (“Legend” or the “Company”) proposes to issue up to 42,000,000 shares of common stock (the “Common Shares”), at a price of U.S. $2.50 (the “Offering Price”) per Common Share.

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Contract
Private Placement Subscription Agreement • August 1st, 2008 • Legend International Holdings Inc • Gold and silver ores • Ontario
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 1st, 2008 • Legend International Holdings Inc • Gold and silver ores

This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 3, 2008, by and among Legend International Holdings, Inc., a Delaware corporation (the “Company”), and BMO Nesbitt Burns Inc. (“BMO”) on behalf of the several purchasers (each a “Purchaser” and collectively, the “Purchasers”) who entered into Purchase Agreements (as defined below) with the Company in connection with the Agency Agreement dated as of the date hereof (the “Agency Agreement”) between the Company, BMO, Wellington West Capital Markets Inc. and BBY Ltd.

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