GOLD RESERVE INC. •% Senior Subordinated Convertible Notes due 2022 Underwriting AgreementUnderwriting Agreement • May 14th, 2007 • Gold Reserve Inc • Gold and silver ores • New York
Gold Reserve Inc., a Yukon corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), US$75,000,000 principal amount of its •% Senior Subordinated Convertible Notes due 2022 (the “Underwritten Securities”). The Company also proposes to issue and sell to the Underwriters not more than an additional $11,250,000 principal amount of its •% Senior Subordinated Convertible Notes due 2022 (the “Additional Securities”) if and to the extent that the Underwriters shall have determined to exercise the right to purchase such Additional Securities granted to the Underwriters in Section 1 hereof. The Underwritten Securities and the Additional Securities are hereinafter collectively referred to as the “Securities”. The Securities will be issued pursuant to an Indenture to be dated as of May •, 2007 (the “Indenture”) between the Company and Bank of New York, as
GOLD RESERVE INC. as Issuer AND THE BANK OF NEW YORK as Trustee Indenture Dated as of May •, 2007 •% Senior Subordinated Convertible Notes due 2022Indenture • May 14th, 2007 • Gold Reserve Inc • Gold and silver ores • New York
INDENTURE, dated as of May •, 2007, between GOLD RESERVE INC., a corporation duly organized and existing under the laws of the Yukon, as Issuer (herein called the “Company”), having its principal office at 926 West Sprague Ave., Suite 200, Spokane, WA 99201 (Facsimile No. (509) 623-1634), and THE BANK OF NEW YORK, a New York banking corporation, as Trustee (herein called the “Trustee”).
