Paramount Logo]Paramount Gold & Silver Corp. • March 23rd, 2009 • Metal mining
This letter will confirm our understanding and agreement regarding the appointment, initially, of two (2) persons nominated by FCMI Financial Corporation (“FCMI”) (each such person, including any successors to the original persons nominated by FCMI, is referred to herein, individually, as a “Nominee”) to be a member of the Board of Directors of Paramount Gold and Silver Corp. (the “Corporation”) in connection with the closing of the financing transactions contemplated by that certain Subscription Agreement dated as of March 12, 2009 (the “Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 23rd, 2009 • Paramount Gold & Silver Corp. • Metal mining • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of March 19, 2009, is entered into by and between Paramount Gold and Silver Corp., a Delaware corporation (the “Company”) and FCMI Financial Corporation, an Ontario corporation (the “Investor”).
JOINT FILING AGREEMENTJoint Filing Agreement • March 23rd, 2009 • Paramount Gold & Silver Corp. • Metal mining
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Shares of Paramount Gold and Silver Corp. and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.
PARAMOUNT GOLD AND SILVER CORP. SUBSCRIPTION AGREEMENT FOR UNITSRegistration Rights Agreement • March 23rd, 2009 • Paramount Gold & Silver Corp. • Metal mining • Ontario
The Subscriber (as hereinafter defined) hereby irrevocably subscribes for and agrees to purchase from Paramount Gold and Silver Corp. (the “Company”) that number of units of the Company (the “Units”) set out below at a price of C$0.75 per Unit. Each Unit is comprised of one common share of the Company (a “Unit Share”) and one non-transferable common share purchase warrant of the Company (the “Warrants”). Each Warrant shall entitle the holder thereof to acquire one common share of the Company (a “Warrant Share”) at an exercise price of C$1.05 during a term commencing on the date that is 6 months following the Closing Date (as defined hereunder) and ends on the date that is 48 months following the Closing Date. The Subscriber agrees to be bound by the terms and conditions set forth in the attached “Terms and Conditions of Subscription for Units” including, without limitation, the representations, warranties and covenants set forth in the applicable schedules attached thereto which forms
