0001193125-07-173828 Sample Contracts

AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT
Shareholder Rights Plan Agreement • August 7th, 2007 • Golden Star Resources LTD • Gold and silver ores • British Columbia

AMENDED AND RESTATED SHAREHOLDER RIGHTS PLAN AGREEMENT dated as of May 9, 2007 between GOLDEN STAR RESOURCES LTD., a corporation organized under the laws of Canada (the “Corporation”), and CIBC MELLON TRUST COMPANY, a trust company existing under the laws of Canada, as rights agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder), amending and restating the Rights Agreement dated as of April 24, 1996 between the Corporation and The R-M Trust Company, as rights agent, as amended pursuant to an Amending Agreement dated as of June 30, 1999 between the Corporation and CIBC Mellon Trust Company (formerly The R-M Trust Company), as rights agent, as amended and restated by the Amended and Restated Shareholder Rights Plan Agreement dated as of May 20, 2004 between the Corporation and CIBC Mellon Trust Company as rights agent.

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EMPLOYMENT AGREEMENT
Employment Agreement • August 7th, 2007 • Golden Star Resources LTD • Gold and silver ores • Colorado

THIS EMPLOYMENT AGREEMENT, made as of the 1st day of September 2007 or such earlier date that the parties agree (the “Effective date”) (the “Agreement”) by and between GOLDEN STAR RESOURCES LTD. or its nominee (the “Company”) and MR. MITCH WASEL (the “Employee”).

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