SUBSCRIPTION
AGREEMENT

    


    Nevada
Gold Holdings, Inc.

    1640
Terrace Way

    Walnut
Creek, CA  94597

    


    This
Subscription Agreement (this “Agreement”)
has been executed by the subscriber set forth in the signature page attached
hereto (the “Subscriber”)
in connection with the private placement offering (the “Offering”)
of a minimum of 30,000,000 units (the “Minimum
Amount”) and a maximum of 40,000,000 units (the “Maximum
Amount”) of securities (the “PPO
Units”), issued by Nevada Gold Holdings, Inc., a Delaware Corporation
(the “Company”),
at a purchase price of $0.10 per PPO Unit.  Each PPO Unit consists of
(i) one share of the Company’s common stock, par value $0.001 per share (“Common
Stock”), and (ii) a warrant, substantially in the form of Exhibit A hereto (the
“Warrant”),
representing the right to purchase one share of Common Stock, exercisable from
issuance until five years after the final Closing of the Offering at an exercise
price of $0.10 per share.

     

    The PPO
Units being subscribed for pursuant to this Agreement have not been registered
under the Securities Act of 1933, as amended (the “Securities
Act”).  The Offering is being made on a “best efforts” basis to
“accredited investors,” as defined in Regulation D under the Securities Act, and
non-”U.S. persons,” as defined in Regulation S under the Securities
Act.  The Company reserves the right, in its sole discretion and for
any reason, to reject any Subscriber’s subscription in whole or in part, or to
allot less than the number of PPO Units subscribed for.

     

    The
undersigned Subscriber acknowledges receipt of a copy of the Registration Rights
Agreement, substantially in the form of Exhibit B hereto (the
“Registration Rights Agreement”).

     

    The
closing of the Offering (the “Closing;”
and the date on which such Closing occurs hereinafter referred to as the “Closing
Date”) shall be at the offices of Gottbetter & Partners, LLP, at 488
Madison Avenue, New York, New York 10022 (or such other place as is mutually
agreed to by the Company).  The Company may conduct an initial closing
for the sale of the PPO Units once the Minimum Amount has been subscribed
for.  Thereafter, the Company may consummate multiple closings for the
sale of the PPO Units until the termination of the Offering.  The
Offering shall continue until the termination of the Offering.  The
Offering shall continue until November 5, 2010, which date may be extended until
November 30, 2010 by the Company.

     

    1.           Subscription.  The
undersigned Subscriber hereby subscribes to purchase the number of PPO Units set
forth on the signature page attached hereto, at an aggregate price as set forth
on such signature page (the “Purchase
Price”), subject to the terms and conditions of this Agreement and on the
basis of the representations, warranties, covenants and agreements contained
herein.

     

    2.           Subscription
Procedure.  To complete a subscription for the PPO Units, the
Subscriber must fully comply with the subscription procedure provided in this
Section on or before the Closing Date.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    a.           Transaction
Documents.  On or before the Closing Date, the Subscriber shall
review, complete and execute the Omnibus Signature Page to this Agreement, the
Anti-Money Laundering Form following the Omnibus Signature Page and the Investor
Certification, attached hereto as Appendix A (collectively, the “Transaction
Documents”), and deliver the Transaction Documents to the Company’s attorneys,
Gottbetter & Partners, LLP (“G&P”), at the address listed on the
instruction sheet below.  Executed documents may be delivered to
G&P by facsimile or electronic mail (e-mail), if the Subscriber delivers the
original copies of the documents to G&P as soon as practicable
thereafter.

     

    b.           Purchase Price.  Simultaneously
with the delivery of the Transaction Documents to G&P as provided herein,
and in any event on or prior to the Closing Date, the Subscriber shall deliver
to CSC Trust Company of Delaware, in its capacity as escrow agent (the “Escrow
Agent”), the full Purchase Price by check or by wire transfer of
immediately available funds pursuant to the instructions set forth under the
caption “How to subscribe for PPO Units in the private offering of Nevada Gold
Holdings, Inc.:” below.

     

    c.           Company
Discretion.  The Subscriber understands and agrees that the
Company in its sole discretion reserves the right to accept or reject this or
any other subscription for PPO Units, in whole or in part.  The
Company shall have no obligation hereunder until the Company shall execute and
deliver to the Subscriber an executed copy of this Agreement.  If this
subscription is rejected in whole, or the offering of PPO Units is terminated,
all funds received from the Subscriber will be returned without interest or
offset, and this Agreement shall thereafter be of no further force or
effect.  If this subscription is rejected in part, the funds for the
rejected portion of this subscription will be returned without interest or
offset, and this Agreement will continue in full force and effect to the extent
this subscription was accepted.

     

    d.           No
Trading.  The Subscriber represents and warrants to the Company
that neither the Subscriber nor any of its affiliates has directly or indirectly
traded any securities of the Company, including without limitation, making any
short sales or engaging in any hedging transaction with respect to such
securities (collectively, “Prohibited
Transactions”), since becoming aware of the
Offering.  Furthermore, Subscriber shall not engage in any Prohibited
Transactions through the final Closing Date.

     

    3.           Representations and Warranties of the
Company.  The Company hereby represents and warrants to the
Subscriber the following:

     

    a.           Organization and
Qualification.  The Company is a corporation duly organized and
validly existing under the laws of the State of Delaware.  The Company
has all requisite power and authority to carry on its business as currently
conducted, other than such failures that would not reasonably be expected to
have a material adverse effect on the Company’s business, properties or
financial condition (a “Material
Adverse Effect”).  The Company is duly qualified to transact
business in each jurisdiction in which the failure to be so qualified would
reasonably be expected to have a Material Adverse Effect.


    
      
         


      

      
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    b.           Authorization.  As
of the Closing, all action on the part of the Company, its board of directors,
officers and existing stockholders necessary for the authorization, execution
and delivery of this Agreement, the Registration Rights Agreement, the Warrant
and the performance of all obligations of the Company hereunder and thereunder
shall have been taken, and this Agreement, the Registration Rights Agreement and
the Warrant, assuming due execution by the parties hereto and thereto, will
constitute valid and legally binding obligations of the Company, enforceable in
accordance with their respective terms, subject to: (i) judicial principles
limiting the availability of specific performance, injunctive relief, and other
equitable remedies and (ii) bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect generally relating to or
affecting creditors’ rights.

    


    c.           Valid Issuance of the Common
Stock and the Warrant.  The shares of Common Stock and the
Warrant, when issued, sold and delivered in accordance with the terms of this
Agreement for the consideration expressed herein, and the shares of Common Stock
underlying the Warrant (the “Warrant
Shares”), when issued and delivered in accordance with the terms of the
Warrant, shall be duly and validly issued and will be free of restrictions on
transfer directly or indirectly created by the Company other than restrictions
on transfer under this Agreement, the Registration Rights Agreement and the
terms of the Warrant and under applicable federal and state securities
laws.

    


    d.           Governmental
Consents.  No consent, approval, order or authorization of, or
registration, qualification, designation, declaration or filing with, any
federal, state or local governmental authority on the part of the Company is
required in connection with the offer, sale or issuance of the PPO Units, except
for the following: (i) the filing of such notices as may be required under the
Securities Act and (ii) the compliance with any applicable state securities
laws, which compliance will have occurred within the appropriate time periods
therefor.

    


    e.           Litigation.  There
are no actions, suits, proceedings or investigations pending or, to the best of
the Company’s knowledge, threatened before any court, administrative agency or
other governmental body against the Company which question the validity of this
Agreement, the Registration Rights Agreement or the Warrant or the right of the
Company to enter into either of them, or to consummate the transactions
contemplated hereby or thereby, or which would reasonably be expected to have a
Material Adverse Effect.  The Company is not a party or subject to,
and none of its assets is bound by, the provisions of any order, writ,
injunction, judgment or decree of any court or government agency or
instrumentality which would reasonably be expected to have a Material Adverse
Effect.

    


    f.           
Compliance with Other
Instruments.  The Company is not in violation or default of any
provision of its Articles of Incorporation, as in effect immediately prior to
the Closing, except for such failures as would not reasonably be expected to
have a Material Adverse Effect. The Company is not in violation or default of
any provision of any material instrument, mortgage, deed of trust, loan,
contract, commitment, judgment, decree, order or obligation to which it is a
party or by which it or any of its properties or assets are bound which would
reasonably be expected to have a Material Adverse Effect.  To the best
of its knowledge, the Company is not in violation or default of any provision of
any federal, state or local statute, rule or governmental regulation which would
reasonably be expected to have a Material Adverse Effect.  The
execution, delivery and performance of and compliance with this Agreement and
the Registration Rights Agreement and the issuance and sale of the PPO Units,
will not result in any such violation, be in conflict with or constitute, with
or without the passage of time or giving of notice, a default under any such
provision, require any consent or waiver under any such provision (other than
any consents or waivers that have been obtained), or result in the creation of
any mortgage, pledge, lien, encumbrance or charge upon any of the properties or
assets of the Company pursuant to any such provision.


    
      
         


      

      
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    g.           Certain Registration
Matters.  Assuming the accuracy of the Subscriber’s
representations and warranties set forth in this Agreement and the Transaction
Documents, and the representations and warranties made by all other purchasers
of PPO Units in the Offering, no registration under the Securities Act is
required for the offer and sale of the PPO Units by the Company to the
Subscriber hereunder.

    


    h.           No General
Solicitation.  Neither the Company nor any person acting on
behalf of the Company has offered or sold any of the PPO Units by any form of
general solicitation or general advertising (within the meaning of Regulation
D).

    


    i.           
Capitalization.
The authorized capital stock of the Company consists of 300,000,000 shares of
the Common Stock, par value $0.001 per share, and 10,000,000 shares of preferred
stock, par value $0.001 per share (the “Preferred Stock”), of which (a)
approximately 4,860,698 shares of Common Stock are issued and outstanding, (b)
no shares of Preferred Stock are outstanding, and (c) no shares of Common Stock
or Preferred Stock are held by the Company in its treasury.  The Lead
Investor (as defined below) who subscribes for a minimum of 30,000,000 Units
will have, after giving effect to the sale of the Maximum Amount in the Offering
and prior to any further issuance of shares of stock by the Company, a majority
shareholding in the Company (a) on an actual basis and (b) on a fully diluted
basis as shown in Exhibit C attached
hereto, assuming exercise by the Lead Investor of all of the Warrants
included in the Units purchased by it.

    


    4.           Representations and Warranties of the
Subscriber.  The Subscriber represents and warrants to the
Company the following:

     

    a.           The
Subscriber, its advisers, if any, and designated representatives, if any, have
the knowledge and experience in financial and business matters necessary to
evaluate the merits and risks of its prospective investment in the Company, and
have carefully reviewed and understand the risks of, and other considerations
relating to, the purchase of PPO Units and the tax consequences of the
investment, and have the ability to bear the economic risks of the
investment.

     

    b.           The
Subscriber is acquiring the PPO Units for investment for its own account and not
with the view to, or for resale in connection with, any distribution
thereof.  The Subscriber understands and acknowledges that the PPO
Units, the Common Stock and Warrants included in the PPO Units and the Warrant
Shares (collectively, the “Securities”)
have not been registered under the Securities Act or any state securities laws,
by reason of a specific exemption from the registration provisions of the
Securities Act and applicable state securities laws, which depends upon, among
other things, the bona fide nature of the investment intent as expressed
herein.  The Subscriber further represents that it does not have any
contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant participation to any third person with respect to any of the
Securities.  The Subscriber understands and acknowledges that the
offering of the PPO Units pursuant to this Agreement will not be registered
under the Securities Act nor under the state securities laws on the ground that
the sale provided for in this Agreement and the issuance of securities hereunder
is exempt from the registration requirements of the Securities Act and any
applicable state securities laws.


    
      
         


      

      
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    c.           The
Subscriber understands that no public market now exists, and there may never be
a public market for, the Units and/or Warrants, that an active public market for
the Company’s Common Stock does not now exist and that there may never be an
active public market for the shares of Common Stock sold in the
Offering.

     

    d.           The
Subscriber, its advisers, if any, and designated representatives, if any, have
received and reviewed information about the Company and have had an opportunity
to discuss the Company’s business, management and financial affairs with its
management.  The Subscriber understands that such discussions, as well
as any written information provided by the Company, were intended to describe
the aspects of the Company’s business and prospects which the Company believes
to be material, but were not necessarily a thorough or exhaustive description,
and except as expressly set forth in this Agreement, the Company makes no
representation or warranty with respect to the completeness of such information
and makes no representation or warranty of any kind with respect to any
information provided by any entity other than the Company.  Some of
such information may include projections as to the future performance of the
Company, which projections may not be realized, may be based on assumptions
which may not be correct and may be subject to numerous factors beyond the
Company’s control..

     

    e.           As
of the Closing, all action on the part of Subscriber, and its officers,
directors and partners, if applicable, necessary for the authorization,
execution and delivery of this Agreement and the Registration Rights Agreement
and the performance of all obligations of the Subscriber hereunder and
thereunder shall have been taken, and this Agreement and the Registration Rights
Agreement, assuming due execution by the parties hereto and thereto, constitute
valid and legally binding obligations of the Subscriber, enforceable in
accordance with their respective terms, subject to: (i) judicial principles
limiting the availability of specific performance, injunctive relief, and other
equitable remedies and (ii) bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect generally relating to or
affecting creditors’ rights.

     

    f.           
The Subscriber either (i) is an “accredited investor” as defined in Rule 501 of
Regulation D as promulgated by the Securities and Exchange Commission (the
“Commission”) under the Securities Act or (ii) is not a “U.S. Person” as defined
in Regulation S as promulgated by the Commission under the Securities Act, and,
in each case, shall submit to the Company such further assurances of such status
as may be reasonably requested by the Company.

     

    g.           The
Subscriber, if a non-U.S. Person, agrees that it is acquiring the Securities in
an offshore transaction pursuant to Regulation S and hereby represents to the
Company as follows:

     

    (i)           The
Subscriber is outside the United States when receiving and executing this
Subscription Agreement;


    
      
         


      

      
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    (ii)          The
Subscriber has not acquired the Securities as a result of, and will not itself
engage in, any “directed selling efforts” (as defined in Regulation S) in the
United States in respect of the Securities which would include any activities
undertaken for the purpose of, or that could reasonably be expected to have the
effect of, conditioning the market in the United States for the resale of the
Securities; provided, however, that the Subscriber may sell or otherwise dispose
of the Securities pursuant to registration of the Securities under the
Securities Act and any applicable state and provincial securities laws or under
an exemption from such registration requirements and as otherwise provided
herein;

     

    (iii)         The
Subscriber understands and agrees that offers and sales of any of the Securities
prior to the expiration of a period of one year after the date of transfer of
the Securities under this Subscription Agreement (the “Distribution
Compliance Period”), shall only be made in compliance with the safe
harbor provisions set forth in Regulation S, pursuant to the registration
provisions of the Securities Act or an exemption therefrom, and that all offers
and sales after the Distribution Compliance Period shall be made only in
compliance with the registration provisions of the Securities Act or an
exemption therefrom, and in each case only in accordance with all applicable
securities laws;

     

    (iv)         The
Subscriber understands and agrees not to engage in any hedging transactions
involving the Securities prior to the end of the Distribution Compliance Period
unless such transactions are in compliance with the Securities Act;
and

     

    (v)          The
Subscriber hereby represents that it has satisfied itself as to the full
observance of the laws of its jurisdiction in connection with any invitation to
subscribe for the Securities or any use of this Subscription Agreement,
including: (a) the legal requirements within its jurisdiction for the purchase
of the Securities; (b) any foreign exchange restrictions applicable to such
purchase; (c) any governmental or other consents that may need to be obtained;
and (d) the income tax and other tax consequences, if any, that may be relevant
to the purchase, holding, redemption, sale or transfer of the Securities. Such
Subscriber’s subscription and payment for, and its continued beneficial
ownership of the Securities, will not violate any applicable securities or other
laws of the Subscriber’s jurisdiction.

     

    h.           Subscriber
represents that neither it nor, to its knowledge, any person or entity
controlling, controlled by or under common control with it, nor any person
having a beneficial interest in it, nor any person on whose behalf the
Subscriber is acting: (i) is a person listed in the Annex to Executive Order No.
13224 (2001) issued by the President of the United States (Executive Order
Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten
to Commit, or Support Terrorism); (ii) is named on the List of Specially
Designated Nationals and Blocked Persons maintained by the U.S. Office of
Foreign Assets Control; (iii) is a non-U.S. shell bank or is providing banking
services indirectly to a non-U.S. shell bank; (iv) is a senior non-U.S.
political figure or an immediate family member or close associate of such
figure; or (v) is otherwise prohibited from investing in the Company pursuant to
applicable U.S. anti-money laundering, anti-terrorist and asset control laws,
regulations, rules or orders (categories (i) through (v), each a “Prohibited Subscriber”). The
Subscriber agrees to provide the Company, promptly upon request, all information
that the Company reasonably deems necessary or appropriate to comply with
applicable U.S. anti-money laundering, anti-terrorist and asset control laws,
regulations, rules and orders. The Subscriber consents to the disclosure to U.S.
regulators and law enforcement authorities by the Company and its affiliates and
agents of such information about the Subscriber as the Company reasonably deems
necessary or appropriate to comply with applicable U.S. antimony laundering,
anti-terrorist and asset control laws, regulations, rules and orders. If the
Subscriber is a financial institution that is subject to the USA Patriot Act,
the Subscriber represents that it has met all of its obligations under the USA
Patriot Act. The Subscriber acknowledges that if, following its investment in
the Company, the Company reasonably believes that the Subscriber is a Prohibited
Subscriber or is otherwise engaged in suspicious activity or refuses to promptly
provide information that the Company requests, the Company has the right or may
be obligated to prohibit additional investments, segregate the assets
constituting the investment in accordance with applicable regulations or
immediately require the Subscriber to transfer the Securities.  The
Subscriber further acknowledges that the Subscriber will have no claim against
the Company or any of its affiliates or agents for any form of damages as a
result of any of the foregoing actions.


    
      
         


      

      
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    i.           
The Subscriber or its duly authorized representative realizes that because of
the inherently speculative nature of businesses of the kind conducted and
contemplated by the Company, the Company’s financial results may be expected to
fluctuate from month to month and from period to period and will, generally,
involve a high degree of financial and market risk that could result in
substantial or, at times, even total losses for investors in securities of the
Company.

     

    j.           
The Subscriber has adequate means of providing for its current and anticipated
financial needs and contingencies, is able to bear the economic risk for an
indefinite period of time and has no need for liquidity of the investment in the
Securities and could afford complete loss of such investment.

     

    k.           The
Subscriber is not subscribing for Securities as a result of or subsequent to any
advertisement, article, notice or other communication, published in any
newspaper, magazine or similar media or broadcast over television, radio, or the
internet, or presented at any seminar or meeting, or any solicitation of a
subscription by a person not previously known to the Subscriber in connection
with investments in securities generally.

     

    l.           
All of the information that the Subscriber has heretofore furnished or which is
set forth herein is correct and complete as of the date of this Agreement, and,
if there should be any material change in such information prior to the
admission of the undersigned to the Company, the Subscriber will immediately
furnish revised or corrected information to the Company.

     

    5.           Transfer
Restrictions.  The Subscriber acknowledges and agrees as
follows:

     

    a.           The
Securities have not been registered for sale under the Securities Act, in
reliance on the private offering exemption in Section 4(2) thereof; the Company
does not intend to register the Securities under the Securities Act at any time
in the future, except to the extent required by the Registration Rights
Agreement.


    
      
         


      

      
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    b.           The
Subscriber understands that the certificates representing the Securities, until
such time as they have been registered under the Securities Act, shall bear a
restrictive legend in substantially the following form (and a stop-transfer
order may be placed against transfer of such certificates or other
instruments):

    


    For U.S.
Persons:

    


    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS,
AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT
WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE
COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH
COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE
OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED
WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE
SECURITIES LAWS.

    


    
      For
Non-U.S. Persons:

    

     

    THESE
SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S.
PERSONS (AS DEFINED IN REGULATION S) PURSUANT TO REGULATION S UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN REGISTERED UNDER THE
1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY
BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S.
PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT, AND IN EACH CASE ONLY IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING
THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933
ACT.

     

    The
legend(s) set forth above shall be removed and the Company shall issue a
certificate without such legend to the holder of the Securities upon which it is
stamped, if (a) such Securities are sold pursuant to a registration
statement under the Securities Act, or (b) such holder delivers to the
Company an opinion of counsel, reasonably acceptable to the Company, that a
disposition of the Securities is being made (or may at all times thereafter be
made) pursuant to an exemption from such registration and that the Securities,
after such transfer, shall no longer be “restricted securities” within the
meaning of Rule 144.

     

    c.           No
governmental agency has passed upon the Securities or made any finding or
determination as to the wisdom of any investments therein.


    
      
         


      

      
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    d.           There
are substantial restrictions on the transferability of the Securities, and if
the Company decides to issue certificates representing the Securities,
restrictive legends will be placed on any such certificates.

    


    6.           Indemnification.  The
Subscriber agrees to indemnify and hold harmless the Company, any placement
agents for the Offering, and their respective officers, directors, employees,
agents, control persons and affiliates from and against all losses, liabilities,
claims, damages, costs, fees and expenses whatsoever (including, but not limited
to, any and all expenses incurred in investigating, preparing or defending
against any litigation commenced or threatened) based upon or arising out of any
actual or alleged false acknowledgment, representation or warranty, or
misrepresentation or omission to state a material fact, or breach by the
Subscriber of any covenant or agreement made by the Subscriber herein or in any
other document delivered in connection with this Agreement.

     

    7.           Irrevocability; Binding
Effect.  The Subscriber hereby acknowledges and agrees that the
subscription hereunder is irrevocable by the Subscriber, except as required by
applicable law, and that this Agreement shall survive the death or disability of
the Subscriber and shall be binding upon and inure to the benefit of the parties
and their heirs, executors, administrators, successors, legal representatives
and permitted assigns.  If the Subscriber is more than one person, the
obligations of the Subscriber hereunder shall be joint and several and the
agreements, representations, warranties and acknowledgments herein shall be
deemed to be made by and be binding upon each such person and such person’s
heirs, executors, administrators, successors, legal representatives and
permitted assigns.

    


    8.           Modification.  This
Agreement shall not be modified or waived except by an instrument in writing
signed by the party against whom any such modification or waiver is
sought.

     

    9.           Notices.  Any notice
or other communication required or permitted to be given hereunder shall be in
writing and shall be mailed by certified mail, return receipt requested, or
delivered against receipt to the party to whom it is to be given (a) if to the
Company, at the address set forth above, or (b) if to the Subscriber, at the
address set forth on the signature page hereof (or, in either case, to such
other address as the party shall have furnished to the other in writing in
accordance with the provisions of this Section 10).  Any notice or
other communication given by certified mail shall be deemed given at the time of
certification thereof, except for a notice changing a party’s address which
shall be deemed given at the time of receipt thereof.

    


    10.         Assignability.  This
Agreement and the rights, interests and obligations hereunder are not
transferable or assignable by the Subscriber and the transfer or assignment of
the Securities shall be made only in accordance with all applicable
laws.

    


    11.         Applicable
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without reference to the
principles thereof relating to the conflict of laws.

     

    12.         Arbitration.  The
parties agree to submit all controversies to arbitration in accordance with the
provisions set forth below and understand that:


    
      
         


      

      
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    (a)         Arbitration
is final and binding on the parties.

    


    (b)         The
parties are waiving their right to seek remedies in court, including the right
to a jury trial.

    


    (c)         Pre-arbitration
discovery is generally more limited and different from court
proceedings.

    


    (d)         The
arbitrator’s award is not required to include factual findings or legal
reasoning and any party’s right to appeal or to seek modification of rulings by
arbitrators is strictly limited.

    


    (e)         The
panel of arbitrators will typically include a minority of arbitrators who were
or are affiliated with the securities industry.

    


    (f)          All
controversies which may arise between the parties concerning this Agreement
shall be determined by arbitration pursuant to the rules then pertaining to the
Financial Industry Regulatory Authority in New York City, New
York.  Judgment on any award of any such arbitration may be entered in
the Supreme Court of the State of New York or in any other court having
jurisdiction of the person or persons against whom such award is
rendered.  Any notice of such arbitration or for the confirmation of
any award in any arbitration shall be sufficient if given in accordance with the
provisions of this Agreement.  The parties agree that the
determination of the arbitrators shall be binding and conclusive upon
them.

    


    13.         Blue Sky
Qualification.  The purchase of Securities under this Agreement
is expressly conditioned upon the exemption from qualification of the offer and
sale of the Securities from applicable federal and state securities
laws.  The Company shall not be required to qualify this transaction
under the securities laws of any jurisdiction and, should qualification be
necessary, the Company shall be released from any and all obligations to
maintain its offer, and may rescind any sale contracted, in the
jurisdiction.

    


    14.         Use of
Pronouns.  All pronouns and any variations thereof used herein
shall be deemed to refer to the masculine, feminine, neuter, singular or plural
as the identity of the person or persons referred to may require.

    


    15.         Confidentiality.  The
Subscriber acknowledges and agrees that any information or data the Subscriber
has acquired from or about the Company or may acquire in the future, not
otherwise properly in the public domain, was received in
confidence.  The Subscriber agrees not to divulge, communicate or
disclose, except as may be required by law or for the performance of this
Agreement, or use to the detriment of the Company or for the benefit of any
other person, or misuse in any way, any confidential information of the Company,
including any scientific, technical, trade or business secrets of the Company
and any scientific, technical, trade or business materials that are treated by
the Company as confidential or proprietary, including, but not limited to,
internal personnel and financial information of the Company or its affiliates,
information regarding oil and gas properties, the manner and methods of
conducting the business of the Company or its affiliates and confidential
information obtained by or given to the Company about or belonging to third
parties.  The Subscriber understands that the Company may rely on his
agreement of confidentiality to comply with the exemptive provisions of
Regulation FD under the Securities Act of 1933 as set forth in Rule
100(a)(b)(2)(ii) of Regulation FD.  In addition, the Subscriber
acknowledges that he is aware that the United States securities laws generally
prohibit any person who is in possession of material nonpublic information about
a public company such as the Company from purchasing or selling securities of
such company.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    16.         Miscellaneous.

    


    (a)         This
Agreement, together with the Registration Rights Agreement constitute the entire
agreement between the Subscriber and the Company with respect to the Offering
and supersede all prior oral or written agreements and understandings, if any,
relating to the subject matter hereof.  The terms and provisions of
this Agreement may be waived, or consent for the departure therefrom granted,
only by a written document executed by the party entitled to the benefits of
such terms or provisions.

    


    (b)         The
representations and warranties of the Company and the Subscriber made in this
Agreement shall survive the execution and delivery hereof and delivery of the
PPO Units.

    


    (c)         Each
of the parties hereto shall pay its own fees and expenses (including the fees of
any attorneys, accountants, appraisers or others engaged by such party) in
connection with this Agreement and the transactions contemplated hereby, whether
or not the transactions contemplated hereby are consummated.

    


    (d)         This
Agreement may be executed in one or more original or facsimile counterparts,
each of which shall be deemed an original, but all of which shall together
constitute one and the same instrument.

    


    (e)         Each
provision of this Agreement shall be considered separable and, if for any reason
any provision or provisions hereof are determined to be invalid or contrary to
applicable law, such invalidity or illegality shall not impair the operation of
or affect the remaining portions of this Agreement.

    


    (f)          Paragraph
titles are for descriptive purposes only and shall not control or alter the
meaning of this Agreement as set forth in the text.

    


    (g)         The
Subscriber understands and acknowledges that there may be multiple Closings for
the Offering.

    


    (h)         The
Subscriber hereby agrees to furnish the Company such other information as the
Company may request prior to the Closing with respect to its subscription
hereunder.

    


    (i)          The
Subscriber acknowledges and agrees that the Company may use the net proceeds of
the Offering for its working capital and general corporate
purposes.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    (j)          The
Subscriber further acknowledges and agrees that each broker-dealer who
introduces Subscribers to the Offering shall be entitled to:  (i) a
cash fee of ten percent (10%) of the amount invested by the Subscribers
introduced to the Offering by such broker-dealer; and (ii) warrants, having
substantially the same terms as the Warrants, to purchase a number of shares of
Common Stock equal to ten percent (10%) of the number of shares of Common Stock
included in the Units purchased by the Subscribers introduced to the Offering by
such broker-dealer.

    


    17.         Omnibus Signature
Page.  This Agreement is intended to be read and construed in
conjunction with the Registration Rights Agreement pertaining to the issuance by
the Company of the Securities to subscribers in the
Offering.  Accordingly, pursuant to the terms and conditions of this
Agreement and such related agreements, it is hereby agreed that the execution by
the Subscriber of this Agreement, in the place set forth herein, shall
constitute agreement to be bound by the terms and conditions hereof and the
terms and conditions of the Registration Rights Agreement as a “Purchaser”
thereunder, with the same effect as if each of such separate but related
agreement were separately signed.

     

    18.         Board Representation; No
Issuance.  There are currently three directors on the Company’s
Board of Directors.  If any single Subscriber purchases 30,000,000 or
more Units in the Offering (a “Lead Investor”), then the Company shall increase
the size of its Board of Directors to seven members and the Lead Investor shall
be entitled to nominate four reasonably qualified candidates to fill the
vacancies created thereby.  The Company covenants that prior to
Closing on the Minimum Amount (or termination of this Agreement) it will not
issue any Common Stock or Preferred Stock.  The Company covenants that
prior to the seating of the four directors nominated by the Lead Investor, it
will not appoint any new directors to its Board of Directors.  As
promptly as possible after the Closing of the subscription of the Lead Investor,
the Company shall file with the Commission, and transmit to all holders of
record of securities of the Company who would be entitled to vote at a meeting
for election of directors, information, the information required by Rule 14f-1
under the Securities Exchange Act of 1934, provided that the required
information is timely provided by the Lead Investor.

     

    19.         Public
Disclosure.  Neither the Subscriber nor any officer, manager,
director, member, partner, stockholder, employee, affiliate, affiliated person
or entity of the Subscriber shall make or issue any press releases or otherwise
make any public statements or make any disclosures to any third person or entity
with respect to the transactions contemplated herein and will not make or issue
any press releases or otherwise make any public statements of any nature
whatsoever with respect to the Company without the Company’s express prior
approval.  The Company has the right to withhold such approval in its
sole discretion.

     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    How
to subscribe for Shares in the private offering of

    Nevada
Gold Holdings, Inc.:

    


    
      	
              1.

            	
              Date and Fill in the
      number of PPO Units being purchased and Complete and Sign the
      Omnibus Signature Page.

            


    

    


    
      	
              2.

            	
              Initial the Investor
      Certification page.

            


    

    


    
      	
              3.

            	
              Complete
      and sign the Anti-Money Laundering
      Information Form.

            


    

    


    
      	
              4.

            	
              Fax or email all forms and
      then send all signed original documents
to:

            


    

    


    Gottbetter
& Partners, LLP

    488
Madison Avenue, 12th Floor

    New York,
NY  10022

    Facsimile
Number:  (212) 400-6901

    Telephone
Number:  (212) 400-6900

    Attn:  Hayley
M. Sapp

    E-mail
Address:  hms@gottbetter.com

    


    
      	
              5.

            	
              If
      you are paying the Purchase Price by check, a check for the
      exact dollar amount of the Purchase Price for the number of PPO Units you are
      offering to purchase should be made payable to the order of “CSC Trust Company of Delaware,
      as Escrow Agent for NEVADA GOLD HOLDINGS, INC.” and should be sent
      to CSC Trust
      Company of Delaware, 2711 Centerville Road, One Little Falls Centre,
      Wilmington, DE  19808, Attn:  Alan R.
      Halpern.

            


    

    


    
      	
              6.

            	
              If
      you are paying the Purchase Price by wire transfer, you should send
      a wire transfer for the exact dollar amount of the Purchase Price for the
      number of PPO Units you are offering to purchase according to the following
      instructions:

            


    

    


    
      
        
          
            
              
                
                  	
                          Bank:

                        	 
      	
                          PNC
      Bank

                          300
      Delaware Avenue

                          Wilmington,
      DE  19899

                        
	 	 	 
	
                          ABA
      Routing #:

                        	 
      	
                          031100089

                        
	 	 	 
	
                          Account
      Name:

                        	 
      	
                          “CSC
      Trust Company of Delaware”

                        
	 	 	 
	
                          Account
      #:

                        	 
      	
                          5605012373

                        
	 	 	 
	
                          Reference:

                        	 
      	
                          “FFC:  Nevada
      Gold Holdings, Inc. Escrow; 79-1463 – [insert Note Buyer’s
      name]”

                        
	 	 	 
	
                          Escrow
      Agent Contact:

                        	
                            

                        	
                          Alan
      R.
Halpern

                        


                

              

            

          

        

      

    

    


    Thank you
for your interest,

    


    Nevada
Gold Holdings, Inc.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    NEVADA
GOLD HOLDINGS, INC.

    OMNIBUS
SIGNATURE PAGE TO

    SUBSCRIPTION
AGREEMENT AND

    REGISTRATION
RIGHTS AGREEMENT

     

    IN
WITNESS WHEREOF, the Subscriber hereby executes this Subscription Agreement and
the Registration Rights Agreement.

     

    Dated: 
_____________  __, 2010

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	
                                              SUBSCRIBER
      (individual)

                                            	 
      	
                                              SUBSCRIBER
      (entity)

                                            
	 
      	 
      	 
      
	 
      	 
      	
                                               

                                            
	
                                              Signature

                                            	 
      	
                                              Name
      of Entity

                                            
	 
      	 
      	 
      
	 
      	 
      	
                                               

                                            
	
                                              Print
      Name

                                            	 
      	
                                              Signature

                                            
	 
      	 
      	 
      
	 
      	 
      	
                                              Print
      Name:  

                                            	
                                               

                                            
	
                                              Signature
      (if Joint Tenants or Tenants in Common)

                                            	 
      	 
      	 
      
	 
      	 
      	
                                              Title:

                                            	
                                               

                                            
	 
      	 
      	 
      
	
                                              Address
      of Principal Residence:

                                            	 
      	
                                              Address
      of Executive Offices:

                                            
	 
      	 
      	 
      
	 
      	 
      	
                                               

                                            
	 
      	 
      	
                                               

                                            
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                              Social
      Security Number(s):

                                            	 
      	
                                              IRS
      Tax Identification Number:

                                            
	 
      	 
      	
                                               

                                            
	 
      	 
      	 
      
	
                                              Telephone
      Number:

                                            	 
      	
                                              Telephone
      Number:

                                            
	 
      	 
      	
                                               

                                            
	 
      	 
      	 
      
	
                                              Facsimile
      Number:

                                            	 
      	
                                              Facsimile
      Number:

                                            
	 
      	 
      	
                                               

                                            
	 
      	 
      	 
      
	
                                              E-mail
      Address:

                                            	 
      	
                                              E-mail
      Address:

                                            
	 
      	 
      	
                                               

                                            


                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            	
                     

                  	
                    X     

                  	
                    $0.10

                  	
                    =    

                  	
                     

                  	 
	
                    Number
      of PPO Units

                  	 
      	
                    Price
      per PPO Unit

                  	 
      	
                    Purchase
      Price

                  	 


          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    NEVADA
GOLD HOLDINGS, INC.

     

    IN
WITNESS WHEREOF, the Company has duly executed this Subscription Agreement with
respect to                             
 PPO Units as of the __ day of __________, 2010.

     

    
      
        	 
      	
                NEVADA
      GOLD HOLDINGS, INC.

              
	 
      	 
      
	 
      	
                By:

              	
                 

              
	 
      	 
      	
                Name:  

              
	 
      	 
      	
                Title:  

              


      

    


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    Nevada Gold Holdings,
Inc.

    


    ANTI-MONEY
LAUNDERING INFORMATION FORM

    (Please
fill out and return with requested documentation.)

    


    The following is required in
accordance with the AML provision of the USA PATRIOT ACT.

    


    
      
        
          
            	
                    INVESTOR
      NAME:      

                  	 
      
	 
      	 
      
	
                    LEGAL
      ADDRESS:

                  	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
                    SS#
      or TAX ID#

                  
	
                    of
      INVESTOR:

                  	 
      


          

        

      

    

    


    IDENTIFICATION,
DOCUMENTATION AND SOURCE OF FUNDS:

    


    
      	
              1.

            	
              Please
      submit a copy of a non-expired identification for the authorized
      signatory(ies) on the investment documents, showing name, date of birth
      and signature:

            


    

    


    Current
Driver’s
License        or      Valid
Passport           or         Identity
Card

    
      (Circle
one or more)

    

    


    
      	
              2.

            	
              If
      the Investor is a corporation, please submit the following corporate
      documents:

            


    

    (i)
Articles of Incorporation (or similar); (ii) Corporate Resolution granting
authority to signatory(ies) and designating that they are permitted to make the
proposed investment.

    


    
      	
              3.

            	
              Please
      advise where the funds were derived from to make the proposed
      investment:

            


    

    


    Investments      Savings        Proceeds
of
Sale             Other
____________

    (Circle
one or more)

    


    
      
        
          
            
              
                	
                        Signature:

                      	 
      	 
      
	 
      	 
      	 
      
	
                        Print
      Name:

                      	 
      	 
      
	 
      	 
      	 
      
	
                        Title
      (if applicable):    

                      	 
      	 
      
	 
      	 
      	 
      
	
                        Date:

                      	 
      	 
      


              

            

          

        

      

    


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    NEVADA
GOLD HOLDINGS, INC.

    INVESTOR
CERTIFICATION

    


    For
Individual Accredited Investors Only

    (all
Individual Accredited Investors must INITIAL where
appropriate):

    


    
      	
              Initial
      _______

            	
              I
      have a net worth (including home, furnishings and automobiles) in excess
      of $1,000,000 either individually or through aggregating my individual
      holdings and those in which I have a joint, community property or other
      similar shared ownership interest with my
  spouse.

            


    

    
      	
              Initial
      _______

            	
              I
      have had an annual gross income for the past two years of at least
      $200,000 (or $300,000 jointly with my spouse) and expect my income (or
      joint income, as appropriate) to reach the same level in the current
      year.

            


    

    


    
      For Non-Individual Accredited
Investors

    

    
      (all Non-Individual Accredited
Investors must INITIAL where
appropriate):

    

    


    
      	
              Initial
      _______

            	
              The
      investor certifies that it is a partnership, corporation, limited
      liability company or business trust that is 100% owned by persons who meet
      at least one of the criteria for Individual Investors set forth
      above.

            


    

    
      	
              Initial
      _______

            	
              The
      investor certifies that it is a partnership, corporation, limited
      liability company or business trust that has total assets of at least $5
      million and was not formed for the purpose of investing in the
      Company.

            


    

    
      	
              Initial
      _______

            	
              The
      investor certifies that it is an employee benefit plan whose investment
      decision is made by a plan fiduciary (as defined in ERISA §3(21)) that is
      a bank, savings and loan association, insurance company or registered
      investment adviser.

            


    

    
      	
              Initial
      _______

            	
              The
      investor certifies that it is an employee benefit plan whose total assets
      exceed $5,000,000 as of the date of this
  Agreement.

            


    

    
      	
              Initial
      _______

            	
              The
      undersigned certifies that it is a self-directed employee benefit plan
      whose investment decisions are made solely by persons who meet either of
      the criteria for Individual
Investors.

            


    

    
      	
              Initial
      _______

            	
              The
      investor certifies that it is a U.S. bank, U.S. savings and loan
      association or other similar U.S. institution acting in its individual or
      fiduciary capacity.

            


    

    
      	
              Initial
      _______

            	
              The
      undersigned certifies that it is a broker-dealer registered pursuant to
      §15 of the Securities Exchange Act of
1934.

            


    

    
      	
              Initial
      _______

            	
              The
      investor certifies that it is an organization described in §501(c)(3) of
      the Internal Revenue Code with total assets exceeding $5,000,000 and not
      formed for the specific purpose of investing in the
    Company.

            


    

    
      	
              Initial
      _______

            	
              The
      investor certifies that it is a trust with total assets of at least
      $5,000,000, not formed for the specific purpose of investing in the
      Company, and whose purchase is directed by a person with such knowledge
      and experience in financial and business matters that he is capable of
      evaluating the merits and risks of the prospective
    investment.

            


    

    
      	
              Initial
      _______

            	
              The
      investor certifies that it is a plan established and maintained by a state
      or its political subdivisions, or any agency or instrumentality thereof,
      for the benefit of its employees, and which has total assets in excess of
      $5,000,000.

            


    

    
      	
              Initial
      _______

            	
              The
      investor certifies that it is an insurance company as defined in §2(13) of
      the Securities Act, or a registered investment
  company.

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      For
Non-U.S. Person Investors

    

    (all Investors who are not a U.S.
Person must INITIAL this section):

    


    
      	
              Initial
      _______

            	
              The
      Investor is not a “U.S. Person” as defined in Regulation S; and
      specifically the Purchaser is not:

            


    

    


    
      	
               
      

            	
              A.

            	
              a
      natural person resident in the United States of America, including its
      territories and possessions (“United
States”);

            


    

    
      	
               
      

            	
              B.

            	
              a
      partnership or corporation organized or incorporated under the laws of the
      United States;

            


    

    
      	
               
      

            	
              C.

            	
              an
      estate of which any executor or administrator is a U.S.
      Person;

            


    

    
      	
               
      

            	
              D.

            	
              a
      trust of which any trustee is a U.S.
Person;

            


    

    
      	
               
      

            	
              E.

            	
              an
      agency or branch of a foreign entity located in the United
      States;

            


    

    
      	
               
      

            	
              F.

            	
              a
      non-discretionary account or similar account (other than an estate or
      trust) held by a dealer or other fiduciary for the benefit or account of a
      U.S. Person;

            


    

    
      	
               
      

            	
              G.

            	
              a
      discretionary account or similar account (other than an estate or trust)
      held by a dealer or other fiduciary organized, incorporated, or (if an
      individual) resident in the United States;
or

            


    

    
      	
               
      

            	
              H.

            	
              a
      partnership or corporation: (i) organized or incorporated under the laws
      of any foreign jurisdiction; and (ii) formed by a U.S. Person principally
      for the purpose of investing in securities not registered under the
      Securities Act, unless it is organized or incorporated, and owned, by
      accredited investors (as defined in Rule 501(a) under the Act) who are not
      natural persons, estates or trusts.

            


    

    


    
      And, in
addition:

    

    


    
      	
               
      

            	
              I.

            	
              the
      Purchaser was not offered the PPO Units in the United
    States;

            


    

    
      	
               
      

            	
              J.

            	
              at
      the time the buy-order for the PPO Units was originated, the Purchaser was
      outside the United States; and

            


    

    
      	
               
      

            	
              K.

            	
              the
      Purchaser is purchasing the PPO Units for its own account and not on
      behalf of any U.S. Person (as defined in Regulation S) and a sale of the
      PPO Units has not been pre-arranged with a purchaser in the United
      States.

            


    


    
      
         


      

      
        18