SUBSCRIPTION AGREEMENT (U.S. Persons; non-brokered) UNITSSubscription Agreement • December 20th, 2005 • Kimber Resources Inc. • Mining & quarrying of nonmetallic minerals (no fuels) • British Columbia
The undersigned (the “Purchaser”) hereby irrevocably subscribes for and agrees to purchase from the Issuer, subject to the terms and conditions set forth in Schedule “A” to this subscription (which, together with all appendices (the “Appendices”) attached hereto, shall be deemed to form a part of this subscription and shall be collectively referred to as the Agreement), that number of units (each a “Unit”) of the Issuer set out on page 3 hereof at a price of $1.50 per Unit. Each Unit shall consist of one common share in the capital of the Issuer and one-half of one common share purchase warrant (each whole warrant a “Warrant”). Each Warrant shall entitle the holder to acquire, upon exercise, one common share of the Issuer at a price of $1.80 per common share for a term that commences at Closing (as defined below) and ends on the date eighteen months following Closing (the "Warrant Expiry Date").
