GOLD RESOURCE CORPORATION SUBSCRIPTION AGREEMENT FOR COMMON STOCK PLACEMENT
Exhibit
10.1
GOLD
RESOURCE CORPORATION
SUBSCRIPTION
AGREEMENT FOR COMMON STOCK PLACEMENT
________________
2006
TO: GOLD
RESOURCE CORPORATION
The
Subscriber (as hereinafter defined) hereby irrevocably subscribes for and agrees
to purchase from Gold Resource Corporation (the “Corporation”)
that
number of shares of common stock of the Corporation (the “Shares”)
set
out below at a price of US$1.20
per
Share. The Subscriber agrees to be bound by the terms and conditions set forth
in the attached “Terms and Conditions of Subscription for Common Stock”
including, without limitation, the representations, warranties and covenants
set
forth therein. The Subscriber further agrees, without limitation, that the
Corporation may rely upon the Subscriber’s representations, warranties and
covenants contained in such documents.
SUBSCRIPTION
AND SUBSCRIBER INFORMATION
Please
print all information (other than signatures), as applicable, in the space
provided below
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_____________________________________________________________________
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Number
of Shares: _____________________________________xUS$1.20
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(Name
of Subscriber)
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Account
Reference (if applicable):
___________________________________________________
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By:
____________________________________________________________________________
Authorized
Signature
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Aggregate
Subscription
Cost:$______________________________________________________________
(the
“Subscription
Amount”)
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_____________________________________________________________________
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(Official
Capacity or Title - if the Subscriber is not an
individual)
_____________________________________________________________________
(Name
of individual whose signature appears above if different than the
name of
the subscriber printed above.)
_____________________________________________________________________
(Subscriber’s
Address)
_____________________________________________________________________
_____________________________________________________________________
(Telephone
Number) (Email
Address)
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Please
complete if purchasing as agent or trustee for a principal (beneficial
purchaser) (a “Disclosed Principal”) and not purchasing as trustee or
agent for accounts fully managed by it.
_____________________________________________________________________
(Name
of Disclosed Principal)
_____________________________________________________________________
(Address
of Disclosed Principal)
_____________________________________________________________________
(Account
Reference, if applicable)
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Account
Registration Information:
_____________________________________________________________________
(Name)
_____________________________________________________________________
(Account
Reference, if applicable)
_____________________________________________________________________
(Address,
including Postal or Zip Code)
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Delivery
Instructions as set forth below:
_____________________________________________________________________________
(Name)
_____________________________________________________________________
(Account
Reference, if applicable)
_____________________________________________________________________
(Address)
_____________________________________________________________________
(Contact Name) (Telephone
Number)
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Number
and kind of securities of the Corporation held, directly or indirectly,
if
any:
_____________________________________________________________________
_____________________________________________________________________
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TERMS
AND CONDITIONS OF SUBSCRIPTION FOR
SHARES
This
Subscription Agreement is entered into between Gold Resource Corporation
("Corporation") and the undersigned individual or entity that has subscribed
for
Shares of common stock of the Corporation ("Subscriber").
ARTICLE
1 -
SUBSCRIPTION
AND DESCRIPTION OF SHARES
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1.1
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Subscription
for Shares
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The
Subscriber hereby confirms its subscription for and offer to purchase
the Shares
from the Corporation, on and subject to the terms and conditions set
out in this
Subscription Agreement, for the Subscription Amount, which is payable
as
described in Article 2 hereto.
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1.2
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Acceptance
and Rejection of Subscription by the
Corporation
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The
Subscriber acknowledges and agrees that the Corporation reserves the
right, in
its absolute discretion, to reject this subscription, in whole or in
part, at
any time prior to the Closing Time. If this subscription is rejected
in whole,
any checks or other forms of payment delivered to the Corporation representing
the Subscription Amount will be promptly returned to the Subscriber without
interest or deduction. If this subscription is accepted only in part,
a check
representing any refund of the Subscription Amount for that portion of
the
subscription for the Shares which is not accepted, will be promptly delivered
to
the Subscriber without interest or deduction.
ARTICLE
2 -
CLOSING
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2.1
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Closing
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Delivery
and sale of the Shares and payment of the Subscription Amount will be
completed
(the “Closing”)
at the
offices of the Corporation’s counsel, Xxxxxxx & Xxxxx, P.C. in Denver,
Colorado at 10:00
a.m.
(Denver time) (the “Closing
Time”)
on
November 30, 2006 or such other place, date or time as the Corporation
and the
Subscribers may agree (the “Closing
Date”).
At
that place and time, and subject to the conditions set forth in Section
2.2
below, the Corporation shall deliver or cause to be delivered certificates
representing the Shares against payment by the Subscriber for the
Shares.
The
Subscriber understands and agrees that the sale of the Shares is being
made by
the Corporation on a "best efforts" basis, that there is no minimum number
of
shares that must be sold in the offering and that the proceeds of the
sale will
immediately be deposited in the Corporation's bank account and available
for all
valid corporate purposes. The Subscriber also understands that there
may be
other similar closings with other subscribers up to a total of 4.5 million
shares.
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2.2
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Conditions
of Closing
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The
Subscriber acknowledges and agrees that the obligations of the Corporation
hereunder are conditional on the accuracy of the representations and
warranties
of the Subscriber contained in this Subscription Agreement as of the
date of
this Subscription Agreement, and as of the Closing Time as if made at
and as of
the Closing Time, and the fulfillment of the following additional conditions
as
soon as possible and in any event not later than the Closing Time:
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(a)
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payment
by the Subscriber of the Subscription Amount by certified check
or bank
draft in United States dollars payable to “Gold Resource Corporation”;
and
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2
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(b)
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the
Subscriber having properly completed, signed and delivered
this
Subscription Agreement to
the Corporation at Gold Resources Corporation, 000 Xxxxxxxxx
Xxxxxx, Xxxxx
000, Xxxxxx, Xxxxxxxx 00000.
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ARTICLE
3-
REPRESENTATIONS AND WARRANTIES OF THE
CORPORATION
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3.1
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Representations,
Warranties and Covenants of the
Corporation
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The
Corporation hereby represents and warrants to, and covenants with, the
Subscriber as follows and acknowledges that the Subscriber is relying
on such
representations and warranties in connection with the transaction contemplated
hereby:
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(a)
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The
Corporation and its subsidiaries have been duly incorporated
and are in
good standing under the laws of their respective jurisdictions,
and are
current and up-to-date with all filings required to be made
by them in
such jurisdiction, have all requisite corporate power and authority
and
are duly qualified and possess all certificates, authorizations,
permits
and licences issued by the appropriate state, municipal, federal
regulatory agencies or bodies necessary (and has not received
or is aware
of any modification or revocation to such licences, authorizations,
certificates or permits) to carry on its business as now conducted
and to
own its properties and assets and the Corporation and its subsidiaries
have all requisite corporate power and authority to carry out
their
obligations under this Subscription
Agreement.
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(b)
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There
has been no adverse material change to the Corporation (actual,
proposed
or prospective, whether financial or otherwise) in the business,
affairs,
operations, assets, liabilities (contingent or otherwise) or
shareholders’
equity of the Corporation since September 30, 2006, which has
not been
generally disclosed to the public and, in all material respects,
the
business of the Corporation has been carried on in the usual
and ordinary
course consistent with past practice since September 30, 2006
to the
extent that such past practice is consistent with the current
business
direction of the Corporation.
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(c)
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This
Subscription Agreement has been duly authorized, executed and
delivered by
the Corporation and constitutes a valid and binding obligation
of the
Corporation enforceable against the Corporation in accordance
with its
terms.
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(d)
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As
of the close of business on November 15, 2006, the authorized
capital of
the Corporation consists of 60,000,000 shares of common stock
and
5,000,000 shares of preferred stock, of which 23,504,852 shares
of common stock are issued and outstanding as fully paid and
non-assessable.
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(e)
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The
common stock currently trades in the Over-the-Counter market
and is quoted
on the Bulletin Board system maintained by the National Association
of
Securities Dealers, Inc. and no order ceasing or suspending
trading in any
securities of the Corporation or the trading of any of the
Corporation's
issued securities is currently outstanding and no proceedings
for such
purpose are, to the knowledge of the Corporation, pending or
threatened.
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(f)
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The
Corporation is not, nor to the knowledge of the Corporation,
is any other
person in default in the observance or performance of any term,
covenant
or obligation to be performed by it under any debt instrument,
material
agreement, contract, agreement or arrangement to which the
Corporation is
a party and no event has occurred which with notice or lapse
of time or
both would constitute such a default and all such contracts,
agreements
and arrangements are in good
standing.
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(g)
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The
Corporation and its subsidiaries hold either freehold title,
mining
leases, mining claims or other conventional property, proprietary
or
contractual interests or rights, recognized in the jurisdiction
in which a
particular property is located in respect of the ore bodies
and minerals
located in properties in which the Corporation and its subsidiaries
have
an interest under valid, subsisting and enforceable title documents
or
other recognized and enforceable agreements or instruments,
which are
currently sufficient to permit the Corporation and its subsidiaries
to
explore the minerals relating thereto, and all such property,
leases or
claims and all property, leases or claims in which the Corporation
or the
subsidiaries have any interest or right have been validly located
and
recorded in accordance with all applicable laws and are valid
and
subsisting.
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(h)
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There
are no actions, suits, proceedings or inquiries pending or,
to the
knowledge of the Corporation threatened against or affecting
the
Corporation or its subsidiaries or their property or assets
at law or in
equity or before or by any federal, municipal or other governmental
department, commission, board, bureau, agency or
instrumentality.
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(i)
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There
is and has been no failure on the part of the Corporation or
any of the
Corporation's directors or officers, in their capacities as
such, to
comply in all material respects with any applicable provision
of the
Xxxxxxxx-Xxxxx Act of 2002 and the rules and regulations promulgated
in
connection therewith, including Section 402 related to loans
and Sections
302 and 906 related to
certifications.
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(j)
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Promptly
following the closing of the purchase and sale of the shares
contemplated
by its Subscription Agreement, the Corporation shall prepare
and file with
the SEC a registration statement on Form S-l or SB-2 (or, if
Form S-l or
SB-2 is not then available to the Corporation, on such form
of
registration statement as is then available to effect a registration
for
resale of the Shares), covering the resale of the Shares (including
any
Shares issuable as damages as described in Section 3.1(m) below).
Such
Registration Statement also shall cover, to the extent allowable
under the
1933 Act and the rules promulgated thereunder (including Rule
416), such
indeterminate number of additional shares of Common Stock resulting
from
stock splits, stock dividends or similar transactions with
respect to the
Shares.
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(k)
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The
Corporation shall pay all expenses associated with the registration,
including filing and printing fees, counsel and accounting
fees and
expenses, costs associated with clearing the Shares for sale
under
applicable state securities
laws.
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(l)
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The
Corporation shall use its commercially reasonable efforts to
have the
Registration Statement declared effective by the SEC as soon
as
practicable. The Corporation shall notify the Subscriber by
facsimile or
e-mail as promptly as practicable, and in any event, within
three (3)
business days, after the Registration Statement is declared
effective and
shall simultaneously provide the Subscriber with copies of
any related
prospectus to be used in connection with the sale or other
disposition of
the securities covered thereby.
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(m)
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In
the event the Registration Statement is not declared effective
by the SEC
by a date which is six months from the Closing Date, the Corporation
shall
issue to the Subscriber as liquidated damages and not as a
penalty, that
number of shares of common stock that is equal to 10% of the
Shares.
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ARTICLE
4-
ACKNOWLEDGEMENTS, COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE
SUBSCRIBER
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4.1
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Acknowledgements,
Representations, Warranties and Covenants of the
Subscriber
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The
Subscriber, on its own behalf and, if applicable, on behalf of others
for whom
it is acting hereunder, hereby represents and warrants to, and covenants
with,
the Corporation as follows and acknowledges that the Corporation is relying
on
such representations and warranties in connection with the transactions
contemplated herein:
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(a)
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The
Subscriber certifies that it is resident in the jurisdiction
set out on
the face page of this Subscription Agreement. Such address
was not created
and is not used solely for the purpose of acquiring the Shares
and the
Subscriber was solicited to purchase in such jurisdiction.
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(b)
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If
the Subscriber is not a person in the United States or a U.S.
Person (as
defined in Rule 902(k) of Regulation S under the U.S. Securities
Act) or
not purchasing the Shares on behalf of a person in the United
States or a
U.S. Person:
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(i)
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neither
the Subscriber nor any disclosed principal is a U.S. Person
nor
subscribing for the Shares for the account of a U.S. Person
or for resale
in the United States and the Subscriber confirms that the Shares
have not
been offered to the Subscriber in the United States and that
this
Subscription Agreement has not been signed in the United
States;
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(ii)
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the
Subscriber acknowledges that the Shares have not been registered
under the
U.S. Securities Act of 1933, as amended (the “Securities Act”) and may not
be offered or sold in the United States or to a U.S. Person
unless the
securities are registered under the U.S. Securities Act and
all applicable
state securities laws or an exemption from such registration
requirements
is available, and further agrees that hedging transactions
involving such
securities may not be conducted unless in compliance with the
U.S.
Securities Act;
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(iii)
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the
Subscriber and if applicable, the disclosed principal for whom
the
Subscriber is acting, understands that the Corporation is the
seller of
the Shares and underlying securities and that, for purposes
of Regulation
S, a "distributor” is any underwriter, dealer or other person who
participates, pursuant to a contractual arrangement in the
distribution of
securities sold in reliance on Regulation S and that an "affiliate"
is any
partner, officer, director or any person directly or indirectly
controlling, controlled by or under common control with any
person in
question. Except as otherwise permitted by Regulation S, the
Subscriber
and if applicable, the disclosed principal for whom the Subscriber
is
acting, agrees that it will not, during a one year distribution
compliance
period, act as a distributor, either directly or through any
affiliate, or
sell, transfer, hypothecate or otherwise convey the Shares
or underlying
securities other than to a non-U.S.
Person;
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(iv)
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the
Subscriber and if applicable, the disclosed principal for whom
the
Subscriber is acting, acknowledges and understands that in
the event the
Shares are offered, sold or otherwise transferred by the Subscriber
or if
applicable, the disclosed principal for whom the Subscriber
is acting, to
a non-U.S Person prior to the expiration of a one year distribution
compliance period, the purchaser or transferee must agree not
to resell
such securities except in accordance with the provisions of
Regulation S,
pursuant to registration under the U.S. Securities Act, or
pursuant to an
available exemption from registration; and must further agree
not to
engage in hedging transactions with regard to such securities
unless in
compliance with the U.S. Securities Act;
and
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(v)
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neither
the Subscriber nor any disclosed principal will offer, sell
or otherwise
dispose of the Shares in the United States or to a U.S. Person
unless (A)
the Corporation has consented to such offer, sale or disposition
and such
offer, sale or disposition is made in accordance with an exemption
from
the registration requirements under the U.S. Securities Act
and the
securities laws of all applicable states of the United States
or (B) the
SEC has declared effective a registration statement in respect
of such
securities.
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(c)
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If
the Subscriber is a person in the United States or a U.S. person,
or is
purchasing the Shares on behalf of a person in the United States
or a U.S.
person, the Subscriber:
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| (i) |
or
each beneficial purchaser as to which the Subscriber exercises
sole
investment discretion for whom it is purchasing, is acquiring
the Shares
to be held for investment only and not with a view to resale,
distribution
or other disposition of the Shares and without any present
intention of
selling, offering to sell or otherwise disposing of or distributing
such
securities, or any portion thereof, in any transaction other
than a
transaction complying with the registration requirements of
the U.S.
Securities Act and applicable Blue Sky Laws, or pursuant to
an exemption
therefrom;
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| (ii) |
is
aware that the Shares have not been registered under the U.S.
Securities
Act and the sale contemplated hereby is being made in reliance
on a
private placement exemption to Accredited Investors (as defined
in Rule
501 of the Securities Act);
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| (iii) |
the
Subscriber is an Accredited Investor within the meaning of
Rule 501 of
Regulation D of the Securities Act;
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| (iv) |
or
each beneficial purchaser as to which the Subscriber exercises
sole
investment discretion for whom it is purchasing is an Accredited
Investor;
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| (v) |
if
the undersigned is the Subscriber, he or she is making the
above statement
based on personal knowledge of his or her financial situation
and has
reviewed personal financial documentation with an accountant,
financial
advisor or other financial professional, if necessary, to determine
that
the above statement is true; or (b) if the undersigned is other
than the
Subscriber, he or she is making the above statement based on
a review, if
necessary, of the financial statements of the Subscriber for
the most
recently completed financial year and any interim financial
statements
prepared since the end of such financial year and has undertaken
such
other review and due diligence necessary to determine and certify
that the
Subscriber is an "Accredited Investor" as that term is defined
in Rule
501(a) of the U.S. Securities Act;
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| (vi) |
is
not purchasing the Shares as a result of any “general solicitation or
general advertising” (as such term is defined in Regulation D), including
any advertisement, article, notice or other communication published
in any
newspaper, magazine, or similar media or broadcast over television
or
radio, or any seminar or meeting where the attendees have been
invited by
general solicitation or general
advertising;
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| (vii) |
understands
that if it decides to offer, sell, pledge or otherwise transfer
the
Shares, and, prior to the Registration Statement becoming effective,
the
Common Shares may be offered, sold or otherwise transferred
only: (A) to
the Corporation; (B) in compliance with Rule 904 under Regulation
S, (C)
in accordance with Rule 144 or Rule 144A under the U.S. Securities
Act, if
available, and in compliance with applicable local laws and
regulations,
or (D) in a transaction that does not otherwise require registration
under
the U.S. Securities Act or any applicable state securities
laws if an
opinion of counsel, of recognized standing reasonably satisfactory
to the
Corporation has been provided to the Corporation to that effect;
and
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| (viii) |
consents
to the Corporation making a notation on it records or giving
instructions
to any transfer agent of the Corporation in order to implement
the
restrictions on transfers set forth and described herein, and
the
Subscriber understands and acknowledges that the Corporation
may instruct
the registrar and transfer agent of the Corporation not to
record a
transfer without first being notified by the Corporation that
it is
satisfied that such transfer is exempt from or not subject
to registration
under the U.S. Securities Act.
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(d)
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If
the Subscriber or any disclosed principal is not a person described
in
paragraphs 4.1(b) or 4.1(c) above, the subscription for the
Shares by the
Subscriber does not contravene any of the applicable securities
legislation in the jurisdiction in which the Subscriber resides
and does
not give rise to any obligation of the Corporation to prepare
and file a
prospectus or similar document or to register the Shares or
to be
registered with, or to file any report or notice with, any
governmental or
regulatory authority.
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(e)
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The
execution and delivery of this Subscription Agreement, the
performance and
compliance with the terms hereof, the subscription for the
Shares and the
completion of the transactions described herein by the Subscriber
will not
result in any material breach of, or be in conflict with, or
constitute a
material default under, or create a state of facts that, after
notice or
lapse of time, or both, would constitute a material default
under any term
or provision of the constating documents, by-laws or resolutions
of the
Subscriber, the securities laws or any other laws applicable
to the
Subscriber, any agreement to which the Subscriber is a party,
or any
judgment, decree, order, statute, rule or regulation applicable
to the
Subscriber.
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(f)
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The
Subscriber is subscribing for the Shares as principal for its
own account
and not for the benefit of any other person (within the meaning
of
applicable securities laws). If it is subscribing as agent
for a disclosed
principal, it has disclosed the name of the disclosed principal
on the
face page of this Subscription Agreement and acknowledges that
the
Corporation may be required by law to disclose to certain regulatory
authorities the identity of each disclosed principal for whom
the
Subscriber is acting.
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(g)
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In
the case of a subscription for the Shares by the Subscriber
acting as
trustee or agent for a fully managed account or as agent for
a disclosed
principal, the Subscriber is duly authorized to execute and
deliver this
Subscription Agreement and all other necessary documentation
in connection
with such subscription on behalf of the fully managed account
or disclosed
principal, as applicable and this Subscription Agreement has
been duly
authorized, executed and delivered by or on behalf of and constitutes
a
legal, valid and binding agreement of, the fully managed account
or
disclosed principal, as applicable.
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(h)
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In
the case of a subscription for the Shares by the Subscriber
acting as
principal, this Subscription Agreement has been duly authorized,
executed
and delivered by, and constitutes a legal, valid and binding
agreement of,
the Subscriber. This Subscription Agreement is enforceable
in accordance
with its terms against the
Subscriber.
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(i)
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If
the Subscriber is:
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(i)
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a
corporation, the Subscriber is duly incorporated and is validly
subsisting
under the laws of its jurisdiction of incorporation and has
all requisite
legal and corporate power and authority to execute and deliver
this
Subscription Agreement, to subscribe for the Shares as contemplated
herein
and to carry out and perform its obligations under the terms
of this
Subscription Agreement;
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(ii)
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a
partnership, syndicate or other form of unincorporated organization,
the
Subscriber has the necessary legal capacity and authority to
execute and
deliver this Subscription Agreement and to observe and perform
its
covenants and obligations hereunder and has obtained all necessary
approvals in respect thereof; or
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(iii)
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an
individual, the Subscriber is of the full age of majority and
is legally
competent to execute this Subscription Agreement and to observe
and
perform his or her covenants and obligations
hereunder.
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| (j) |
The
Subscriber is not, with respect to the Corporation or any of
its
affiliates, a “control person” as defined under the Securities Act and the
purchase of the Shares hereunder and the exercise or deemed
exercise of
the Shares will not result in the Subscriber becoming a control
person.
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(k)
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The
Subscriber has been advised to consult its own legal advisors
with respect
to trading in the Shares, and with respect to the resale restrictions
imposed by the securities laws of the jurisdiction in which
the Subscriber
resides and other applicable securities laws, and acknowledges
that no
representation has been made respecting the applicable hold
periods
imposed by the securities laws or other resale restrictions
applicable to
such securities that restrict the ability of the Subscriber
(or others for
whom it is contracting hereunder) to resell such securities,
that the
Subscriber (or others for whom it is contracting hereunder)
is solely
responsible to find out what these restrictions are and the
Subscriber is
solely responsible (and neither the Corporation nor the Agent
are in any
way responsible) for compliance with applicable resale restrictions
and
the Subscriber is aware that it (or beneficial persons for
whom it is
contracting hereunder) may not be able to resell such securities
except in
accordance with limited exemptions under the securities laws
and other
applicable securities laws.
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(l)
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The
Subscriber is not purchasing Shares with knowledge of material
information
concerning the Corporation that has not been generally
disclosed.
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(m)
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No
person has made any written or oral
representations:
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(i)
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that
any person will resell or repurchase the Shares;
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(ii)
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that
any person will refund the Subscription Amount;
or
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(iii)
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as
to the future price or value of the
Shares.
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(n)
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There
are risks associated with the purchase of and investment in
the Shares and
the Subscriber has such knowledge and experience that it is
capable of
evaluating the merits and risks of an investment in the Shares
and fully
understands the restrictions on resale of the Shares and is
capable of
bearing the economic risk of the
investment.
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(o)
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The
funds representing the Subscription Amount that will be advanced
by the
Subscriber to the Corporation hereunder, as applicable, will
not represent
proceeds of crime for the purposes of United States anti-terrorist
legislation and the Subscriber acknowledges that the Corporation
may in
the future be required by law to disclose the Subscriber's
name and other
information relating to this Subscription Agreement and the
Subscriber's
subscription hereunder pursuant to such legislation. To the
best of its
knowledge (a) none of the Subscription Amount to be provided
by the
Subscriber (i) has been or will be derived from or related
to any activity
that is deemed criminal under the law of the United States
of America, or
any other jurisdiction, or (ii) is being tendered on behalf
of a person or
entity who has not been identified to the Subscriber, and (b)
it shall
promptly notify the Corporation if the Subscriber discovers
that any of
such representations ceases to be true, and to provide the
Corporation
with appropriate information in connection
therewith.
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(p)
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No
securities commission, agency, governmental authority, regulatory
body,
stock exchange or other regulatory body or similar regulatory
authority
has reviewed or passed on the merits of the
Shares.
|
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9
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(q)
|
The
Shares shall be subject to statutory resale restrictions under
the
securities laws of the jurisdiction in which the Subscriber
resides and
under other applicable securities laws, and the Subscriber
covenants that
it will not resell the Shares except in compliance with such
laws and the
Subscriber acknowledges that it is solely responsible (and
in no way is
the Corporation responsible) for such
compliance.
|
|
(r)
|
The
certificates representing the Shares, if issued prior to the
Registration
Statement becoming effective, and all certificates issued in
substitution
or exchange thereof, will bear a legend substantially in the
following
form:
|
THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED
STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES MAY
BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO GOLD RESOURCE
CORPORATION (“GRC”), (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904
OF REGULATION S UNDER THE SECURITIES ACT, (C) IN COMPLIANCE WITH RULE
144 OR
144A THEREUNDER, IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS, (D) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT,
OR (E) IN
A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES
ACT OR ANY
APPLICABLE STATE SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE,
FURNISHED TO GRC AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION,
IN EITHER
CASE REASONABLY SATISFACTORY TO GRC. HEDGING TRANSACTIONS INVOLVING THESE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE U.S. SECURITIES
ACT.
|
(s)
|
The
Corporation is relying on the representations, warranties and
covenants
contained herein to determine the Subscriber’s eligibility to subscribe
for the Shares under applicable securities laws and the Subscriber
agrees
to indemnify the Corporation and each of its directors, officers
and
agents against all losses, claims, costs, expenses, damages
or liabilities
that any of them may suffer or incur as a result of or arising
from
reliance thereon. The Subscriber undertakes to immediately
notify the
Corporation of any change in any statement or other information
relating
to the Subscriber set forth in such applicable Schedules which
takes place
prior to the Closing Time.
|
|
(t)
|
The
Subscriber is responsible for obtaining such legal and tax
advice as it
considers appropriate in connection with the execution, delivery
and
performance of this Subscription Agreement and the transactions
contemplated under this Subscription
Agreement.
|
|
(u)
|
There
are risks associated with the purchase of the Shares and the
Subscriber
may lose his, her or its entire investment.
|
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10
-
|
(v)
|
The
Subscriber has reviewed (i) the prospectus of the Corporation
dated May
15, 2006; (ii) the quarterly reports on Form 10-QSB for the
quarters ended
June 30 and September 30, 2006; (iii) all other reports filed
with the
United States Securities and Exchange Commission by the Corporation,
each
of which is available from the Public Reference Room of the
SEC or on its
web site at xxxx://xxx.xxx.xxx.
The Subscriber's decision to purchase the Shares was based
solely on the
representations in this Subscription Agreement and the filings
of the
Corporation with the SEC itemized immediately above, and no
person or
entity has made any representations or warranties excepts as
set forth
herein.
|
|
(w)
|
This
Subscription Agreement requires the Subscriber to provide certain
personal
information to the Corporation. Such information is being collected
by the
Corporation for the purposes of completing the offering, which
includes,
without limitation, determining the Subscriber’s eligibility to purchase
the Shares under the securities laws, preparing and registering
certificates representing Shares to be issued to the Subscriber
and
completing filings required by any stock exchange or securities
regulatory
authority. The Subscriber’s personal information may be disclosed by the
Corporation to: (a) stock exchanges or securities regulatory
authorities
and (b) any of the other parties involved in the offering,
including legal
counsel and may be included in record books in connection with
the
offering. By executing this Subscription Agreement, the Subscriber
is
deemed to be consenting to the foregoing collection, use and
disclosure of
the Subscriber’s personal information. The Subscriber also consents to the
filing of copies or originals of this Subscription Agreement
as may be
required to be filed with any stock exchange or securities
regulatory
authority in connection with the transactions contemplated
hereby. The
Subscriber represents and warrants that it has the authority
to provide
the consents and acknowledgements set out in this paragraph
on behalf of
each disclosed principal.
|
ARTICLE
5-
SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS
|
5.1
|
Survival
of Representations, Warranties and Covenants of the
Corporation
|
The
representations, warranties and covenants of the Corporation contained
in this
Subscription Agreement shall survive the Closing and, notwithstanding
such
Closing or any investigation made by or on behalf of the Subscriber with
respect
thereto, shall continue in full force and effect for the benefit of the
Subscriber.
|
5.2
|
Survival
of Representations, Warranties and Covenants of the
Subscriber
|
The
representations, warranties and covenants of the Subscriber contained
in this
Subscription Agreement shall survive the Closing and, notwithstanding
such
Closing or any investigation made by or on behalf of the Corporation
with
respect thereto and notwithstanding any subsequent disposition by the
Subscriber
of any of the Shares.
ARTICLE
6
- MISCELLANEOUS
|
6.1
|
Further
Assurances
|
Each
of
the parties hereto upon the request of each of the other parties hereto,
whether
before or after the Closing Time, shall do, execute, acknowledge and
deliver or
cause to be done, executed, acknowledged and delivered all such further
acts,
deeds, documents, assignments, transfers, conveyances, powers of attorney
and
assurances as may reasonably be necessary or desirable to complete the
transactions contemplated herein.
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11
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|
6.2
|
Costs
and Expenses
|
All
costs
and expenses (including, without limitation, the fees and disbursements
of legal
counsel) incurred in connection with this Subscription Agreement and
the
transactions herein contemplated shall be paid and borne by the party
incurring
such costs and expenses.
|
6.3
|
Applicable
Law
|
This
Subscription Agreement shall be construed and enforced in accordance
with, and
the rights of the parties shall be governed by, the laws of the State
of
Colorado and the laws of the United States applicable therein. Any and
all
disputes arising under this Subscription Agreement, whether as to
interpretation, performance or otherwise, shall be subject to the non-exclusive
jurisdiction of the courts of the State of Colorado and each of the parties
hereto hereby irrevocably attorns to the jurisdiction of the courts of
such
province.
|
6.4
|
Entire
Agreement
|
This
Subscription Agreement constitutes the entire agreement between the parties
with
respect to the transactions contemplated herein and cancels and supersedes
any
prior understandings, agreements, negotiations and discussions between
the
parties. There are no representations, warranties, terms, conditions,
undertakings or collateral agreements or understandings, express or implied,
between the parties hereto other than those expressly set forth in this
Subscription Agreement or in any such agreement, certificate, affidavit,
statutory declaration or other document as aforesaid. This Subscription
Agreement may not be amended or modified in any respect except by written
instrument executed by each of the parties hereto.
|
6.5
|
Counterparts
|
This
Subscription Agreement may be executed in two or more counterparts, each
of
which shall be deemed to be an original and all of which together shall
constitute one and the same Subscription Agreement. Counterparts may
be
delivered either in original or faxed form and the parties adopt any
signature
received by a receiving fax machine as original signatures of the
parties.
|
6.6
|
Assignment
|
This
Subscription Agreement may not be assigned by either party except with
the prior
written consent of the other parties hereto.
|
6.7
|
Enurement
|
This
Subscription Agreement shall enure to the benefit of and be binding upon
the
parties hereto and their respective heirs, executors, successors (including
any
successor by reason of the amalgamation or merger of any party), administrators
and permitted assigns.
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12
-
|
6.8
|
Language
|
It
is the
express wish of the Subscriber that the Subscription Agreement and any
related
documentation be drawn up in English.
The
Corporation hereby accepts the subscription for Shares as set forth on
the face
page of this Subscription Agreement on the terms and conditions contained
in the
Subscription Agreement this __ day of ________________, 2006.
GOLD
RESOURCE CORPORATION
By: /s/
______________________
Authorized
Signing Officer
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