ex4_1.htm


    
      
        

      

      
        	
                EXHIBIT
      4.1

              	
                SUBSCRIPTION
      AGREEMENT

              	 
      


      

    

    


    


    THE
SECURITIES TO WHICH THIS AGREEMENT RELATES HAVE NOT BEEN  REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) AND
THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND MAY NOT BE OFFERED OR SOLD
DIRECTLY OR INDIRECTLY (A) WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR
BENEFIT OF U.S. PERSONS (AS DEFINED IN REGULATION S) EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER, OR AN EXEMPTION
FROM, THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, OR (B) IN CANADA OR TO
RESIDENTS OF CANADA EXCEPT PURSUANT TO PROSPECTUS EXEMPTIONS UNDER THE
APPLICABLE PROVINCIAL SECURITIES LAWS AND REGULATIONS OR PURSUANT TO AN
EXEMPTION ORDER MADE BY THE APPROPRIATE PROVINCIAL SECURITIES
REGULATOR.

    


    


    This Subscription Agreement
(this “Agreement”) by
and between <> (the “Subscriber”), and Aurora Gold
Corporation, a Delaware Company (the “Company”).

    


    RECITALS

    


    Whereas,
the Company is offering, on a no minimum basis, up to an aggregate of <> shares (the “Offered Shares”) of its common
stock $0.001 par value per share at a price of US $<> per share or
US $<> in the
aggregate (the “Offering”).

    


    Whereas,
the Company will offer and sell Offered Shares only to persons who are offshore
investors and who are not “US
Persons” as that term is defined in Regulation S under the 1933 Act (the
“1933 Act”), as more
fully set forth on Exhibit A
hereto; and, who otherwise satisfy any applicable criteria established by
the laws of the jurisdiction in which they reside as more fully set forth in
Section 1.4 hereof.

    


    Whereas,
subject to the terms and conditions set forth herein, the Company desires to
issue and sell to the Subscriber and the Subscriber desires to subscribe for the
aggregate number of Offered Shares as set forth in Section 1.1
hereof.

    


    Now
therefore, in
consideration of the recitals and the mutual covenants herein contained and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as
follows:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    AGREEMENTS

    


    
      	
              1.

            	
              Subscription
      and Purchase of Shares;
Closing

            


    

     

    
      	
               
      

            	
              1.1

            	
              Subscription
      and Purchase of Shares

            


    

    


    Subject
to the terms and conditions herein set forth, the Subscriber hereby subscribes
for and agrees to purchase from the Company <> Offered Shares (the “Subscribed for Shares”), at a
price of US $<>
per share or an aggregate consideration of $<> (the “Purchase
Price”).  All references herein to “dollars” or “$” shall be to
U.S. dollars unless otherwise specified.

    


    
      	
               
      

            	
              1.2

            	
              Payment of Purchase
      Price.

            


    

    


    Simultaneously
with the execution and delivery of this Agreement by the Subscriber, the
Subscriber shall deliver the Purchase Price by check payable to the Company or
by wire transfer of funds pursuant to wiring instructions provided by the
Company.

    


    
      	
               
      

            	
              1.3

            	
              Closing

            


    

    


    The
closing of the purchase and sale of the Subscribed for Shares (the “Closing”)
shall take place at the offices of the Company immediately following the
execution of this Agreement by the Company, or at such other time and place or
on such other business day thereafter as the parties hereto may agree (the
“Closing
Date”).  On the Closing Date, the Company will direct its stock
transfer agent to deliver a certificate(s) representing the Subscribed for
Shares to the Subscriber against confirmation of collection of the Purchase
Price.

    


    
      	
               
      

            	
              1.4

            	
              Limitations
      of Offering.

            


    

    


    The
Subscriber acknowledges that the Company is offering and selling the Offered
Shares only to persons who are offshore investors and who:

    


    
      	
               
      

            	
              ·

            	
              are
      not “US Persons”
      as that term is defined in Regulation S under the 1933 Act, as more fully
      set forth on Exhibit A
      hereto;

            


    

    
      	
               
      

            	
              ·

            	
              are
      not residents of Canada; and

            


    

    
      	
               
      

            	
              ·

            	
              satisfy
      any applicable criteria established by the laws of the jurisdiction in
      which they reside.

            


    

     

    
      	
               
      

            	
              1.5.

            	
              No Minimum Number of
      Subscribed for Shares Need be
Sold.

            


    

    


    The
Subscriber acknowledges that the Company is offering and selling the Offered
Shares on a no minimum basis; and, since there is no minimum number of Offered
Shares to be sold, no proceeds will be held in an escrow account and all funds
will be immediately available to, and for use by, the Company.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
              2.

            	
              Subscriber’s
      Conditions of Closing

            


    

     

    The
Subscriber’s obligation to purchase and pay for the Subscribed for Shares is
subject to the receipt of to the satisfaction or waiver, of the condition that
the representations, warranties and covenants of the Company set forth in
Section 4 hereof shall be true in all material respects on and as of the Closing
Date, except to the extent of changes caused by the transactions herein
contemplated; and, if the Closing Date is other than the date this agreement is
executed and delivered by the Company, the Company shall deliver to Subscriber a
certificate of a duly authorized officer of the Company, dated the Closing Date,
to such effect.

     

    
      	
              3.

            	
              Company’s
      Conditions of Closing

            


    

     

    The
Company’s obligation to sell the Subscribed for Shares is subject to the
satisfaction of waiver, on or before the Closing Date, of the conditions
contained in this Section 3.

     

    
      	
               
      

            	
              3.1

            	
              Representations,
      Warranties and Covenants

            


    

     

    The
representations, warranties and covenants of the Subscriber set forth in Section
5 hereof shall be true in all material respects on and as of the Closing
Date.

     

    
      	
               
      

            	
              3.2

            	
              Payment of Purchase
      Price

            


    

     

    The
Subscriber shall have purchased and paid for the Subscribed for
Shares.

     

    
      	
               
      

            	
              3.3

            	
              No Adverse Action or
      Decision

            


    

     

    There
shall be no action, suit, investigation or proceeding pending, or to the
Company’s knowledge, threatened, against or affecting the Company or any of its
properties or rights, or any of its affiliates, associates, officers or
directors, before any court, arbitrator, or administrative or governmental body
that (i) seeks to restrain, enjoin, prevent the consummation of or otherwise
adversely affect the transactions contemplated by this Agreement, or (ii)
questions the validity or legality of any such transaction or seeks to recover
damages or to obtain other relief in connection with any such
transaction.

     

    
      	
               
      

            	
              3.4

            	
              Compliance with
      Securities Laws

            


    

    


    The offer
and sale of the Subscribed for Shares under this Agreement shall have complied
with, and shall not be prohibited by, all applicable requirements of the 1933
Act.

    


    
      	
              4.

            	
              Representations
      and Warranties of the
Company

            


    

     

    The
Company represents, warrants and covenants to the Subscriber that:

     

    
      	
               
      

            	
              4.1

            	
              Corporate
      Existence

            


    

     

    The
Company is a Company duly organized, legally existing, and in good standing
under the laws of the State of Delaware with the requisite corporate power and
authority to own and use its properties and assets and to carry on its business
as currently conducted.

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              4.2

            	
              Authorization;
      Enforcement

            


    

     

    The
Company has the requisite corporate power and authority to enter into and to
consummate the transactions contemplated by this Agreement, and otherwise to
carry out its obligations hereunder.  The execution and delivery of
this Agreement by the Company and the consummation by it of the transactions
contemplated hereby have been duly authorized by all necessary action on the
part of the Company.  When executed and delivered in accordance with
the terms hereof, this Agreement shall constitute the legal, valid and binding
obligation of the Company enforceable against the Company in accordance with its
terms, except as such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to,
or affecting generally the enforcement of, creditors' rights and remedies or by
other equitable principles of general application. Anything herein to the
contrary notwithstanding, this Agreement shall not become a binding obligation
of the Company until it has been accepted by the Company as evidenced by its
execution by a duly authorized officer.

     

    
      	
               
      

            	
              4.3

            	
              Agreement
      Not in Conflict.

            


    

    


    The
execution and delivery of this Agreement by the Company and the completion of
the transactions contemplated hereby do not and will not conflict with or result
in a breach or violation of any of the terms or provisions of, or constitute a
default under (whether after notice or lapse of time or both): (A) any statute,
rule or regulation applicable to the Company; (B) the charter documents, by-laws
or resolutions of the Company which are in effect at the date hereof; (C) any
mortgage, note, indenture, contract, agreement, instrument, lease or other
document to which the Company is a party or by which it is bound; or (D) any
judgment, decree or order binding the Company or, to the best of its knowledge,
information and belief, the property or assets of the Company.

    


    
      	
               
      

            	
              4.4

            	
              Authorized and
      Outstanding Capital Stock.

            


    

    


    The Company’s authorized capital stock
of consists of 100,000,000 shares of common stock, $0.001 par value per share;
and, as at the Reference Date (as hereinafter defined) there were <> of common stock issued and
outstanding and no shares of preferred stock issued and
outstanding.   If all of the Offered Shares are sold there will
be an aggregate of <> shares issued and outstanding.

    


    
      	
               
      

            	
              4.5

            	
              Reporting
      Issuer.

            


    

    


    The
Company is a reporting issuer under the Securities Exchange Act of 1934, as
amended (the “Exchange
Act”) and is required to file, quarterly and annual
reports with the SEC on forms 8-K, 10-Q and 10-K under the Exchange
Act.

    


    However,
the Company is not current with its filing obligations in that it has not filed
its form 10-K for 2008 and form 10-Q for 2009.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
              5.

            	
              Representations,
      Warranties and Acknowledgements of
  Subscriber

            


    

     

    The
Subscriber represents, warrants and covenants to the Company that:

     

    
      	
               
      

            	
              5.1

            	
              Organization;
      Authority.

            


    

     

    The
Subscriber has the requisite power and authority to enter into and to consummate
the transactions contemplated hereby and to carry out its obligations
hereunder.  The Subscriber, if:

     

    (a)           a
company, trust, partnership, qualified plan or other entity, it is duly
incorporated or formed, validly existing and in good standing under the laws of
the jurisdiction of its organization and is authorized and qualified to become a
holder of the Subscribed for Shares, the person signing this Agreement on behalf
of such entity has been duly authorized to execute and deliver this agreement,
and the acquisition of the Subscribed for Shares by the Subscriber and the
consummation by the Subscriber of the transactions contemplated hereby have been
duly authorized by all necessary action to be taken on the part of the
Subscriber; or

     

    (b)           If
the Subscriber is not an individual, the Subscriber has the requisite power,
authority and legal capacity to execute and deliver this Subscription Agreement,
to perform all of its obligations hereunder and to undertake all actions
required of the Subscriber hereunder, and all necessary approvals of its
directors, partners, shareholders, trustees or otherwise (as the case may be)
with respect to such matters have been given or obtained.

     

    (c)           in
any case, this Agreement has been duly executed and delivered by the Subscriber
and constitutes a valid and legally binding obligation of the Subscriber,
enforceable against the Subscriber, in accordance with its terms, subject to
applicable bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or affecting
creditors' rights generally and to general principles of equity.  The
entering into of this Agreement and the transactions contemplated hereby will
not result in a violation of any of the terms or provisions of any law
applicable to the Subscriber, or any of the Subscriber’s charter documents, or
of any agreement to which the Subscriber is a party or by which it is
bound.

    


     

    
      	
               
      

            	
              5.2

            	
              Acquisition of
      Subscribed for Shares for
Investment

            


    

     

    The
Subscriber is acquiring the Subscribed for Shares as principal for its own
account for investment purposes only and not with a view to or for distributing
or reselling the Subscribed for Shares or any part thereof or interest therein,
without prejudice, however, to the Subscriber’s right, subject to the provisions
of this Agreement and in accordance with all applicable laws, at all times to
sell or otherwise dispose of all or any part of such Subscribed for Shares as
otherwise permitted hereunder. Except as otherwise disclosed in writing to the
Company, the Subscriber is not acting jointly or in concert with any other
person or company for the purposes of acquiring any of the Offered
Shares.

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              5.3

            	
              Experience
      of Subscriber.

            


    

     

    The
Subscriber either alone or together with its representatives, has such
knowledge, sophistication and experience in business and financial matters so as
to be capable of evaluating and assessing the merits and risks of the
prospective investment in the Subscribed for Shares, and has so evaluated the
merits and risks of such investment and has determined that the Subscribed for
Shares are suitable to investment for him.

     

    5.4          Ability
of Subscriber to Bear Risk of Investment.  The Subscriber
acknowledges that the purchase of the Subscribed for Shares is a highly
speculative investment, involving a high degree of risk and the Subscriber is
able to bear the economic risk of an investment in the Subscribed for Shares;
and, at the present time, is able to afford a complete loss of such
investment.

    


    5.5          No
Conflict or Violation  The execution, delivery,
and performance of this Agreement by Subscriber and the consummation by
Subscriber of the transactions contemplated hereby will not conflict with or
result in a default under the terms of any material contract, agreement,
obligation or commitment applicable to Subscriber. The execution, delivery and
performance by the Subscriber of this Subscription Agreement and the completion
of the transaction contemplated hereby do not and will not result in a violation
of any law, regulation, order or ruling applicable to the Subscriber, and do not
and will not constitute a breach of or default under any of the Subscriber's
charter documents (if the Subscriber is not a natural person) or any agreement
to which the Subscriber is a party or by which it is bound.

     

    
      	
               
      

            	
              5.6

            	
              Regulation S
      Representations, Acknowledgements and
  Warranties.

            


    

    


    (a)           The
Subscriber acknowledges that the Subscribed for Shares are being offered and
sold in reliance on the exemptions from the registration requirements of the
1933 Act provided by the provisions of Regulation S as promulgated under the
1933 Act, and that the Subscribed for Shares may not be resold in the United
State or to a US Person as defined in Regulation S, except pursuant to an
effective registration statement or an exemption from the registration
provisions of the 1933 Act as evidenced by an opinion of counsel acceptable to
the Company, and that in the absence of an effective registration statement
covering the Subscribed for Shares or an available exemption from registration
under the 1933 Act, the Subscribed for Shares  must be held
indefinitely.  The Subscriber further acknowledges that this Agreement
is not intended as a plan or scheme to evade the registration requirements of
the 1933 Act;

    


    (b)           The
Subscriber is a resident of the country set forth on the signature page
hereto;

    


    (c)           the
Subscriber is not a “US
Person” as that term is defined in Rule 902 of Regulation S, as more
fully set forth in Exhibit
A hereto;

    


    (d)           the
Subscriber is not, and on the Closing Date will not be, an affiliate of the
Company;

    


    (e)           the
Subscriber agrees that all offers and sales of the Subscribed for Shares shall
be made in compliance with all applicable laws of any applicable jurisdiction
and, particularly, in accordance with Rules 903 and 904, as applicable, of
Regulation S or pursuant to registration of the Subscribed for Shares under the
1933 Act or pursuant to an exemption from registration.  In any case,
none of the Subscribed for Shares have been and will be offered or sold by the
Subscriber to, or for the account or benefit of a U.S. Person or within the
United States until after the end of a one year period commencing on the date on
which this Agreement is accepted by the Company (the "Distribution Compliance
Period"), except pursuant to an effective registration statement as to
the Subscribed for Shares or an applicable exemption from the registration
requirements of the 1933 Act.


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    (f)        
   the Subscribed for Shares have not been offered to the
Subscriber in the United States and the individuals making the decision to
purchase the Subscribed for Shares and executing and delivering this Agreement
on behalf of the Subscriber were not in the United States when the decision was
made and this Agreement was executed and delivered;

     

    (g)           the
Subscriber will not engage in any activity for the purpose of, or that could
reasonably be expected to have the effect of, conditioning the market in the
United States for any of the Subscribed for Shares;

    


    (h)           neither
the Subscriber nor any of his affiliates will directly or indirectly maintain
any short position, purchase or sell put or call options or otherwise engage in
any hedging activities in any of the Subscribed for Shares or any other
Subscribed for Shares of the Company until after the end of the Distribution
Compliance Period, and acknowledges that such activities are prohibited by
Regulation S.

     

    
      	
               
      

            	
              5.7

            	
              Transfer of
      Restrictions.

            


    

    


    (a)           The
Subscriber acknowledges that the certificates representing Subscribed for Shares
shall bear a legend substantially as follows:

    


    


    “THE
SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE NOT BEEN  REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) AND
THE RULES AND REGULATIONS PROMULGATED THEREUNDER AND MAY NOT BE OFFERED OR SOLD
DIRECTLY OR INDIRECTLY (A) WITHIN THE UNITED STATES OR TO OR FOR THE ACCOUNT OR
BENEFIT OF U.S. PERSONS (AS DEFINED IN REGULATION S) EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER, IN COMPLIANCE WITH
REGULATION S AND/OR OTHER APPLICABLE EXEMPTION FROM, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT, AS EVIDENCED BY AN OPINION OF COUNSEL ACCEPTABLE
TO THE COMPANY.”


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    (b)           The
Subscriber understands and acknowledges that the Company has the right not to
record a purported transfer of the Subscribed for Shares without the Company
being satisfied that such transfer is exempt from or not subject to registration
under the U.S. 1933 Act and any applicable state securities laws, as well as the
Canadian Securities Laws.

     

    (c)           The
Subscriber understands and acknowledges that except as set forth in Section 7
hereof, the Company is not obligated to file and has no present intention of
filing with the Commission or with any state or provincial securities
administrator any registration statement or prospectus in respect of re-sales of
the Subscribed for Shares in the United States or elsewhere.

     

    (d)           The
Subscriber confirms that it has been advised to consult its own legal and
financial advisors with respect to the suitability of the Subscribed for Shares as an investment
for the Subscriber and the resale restrictions (including "hold periods") to
which the Subscribed for Shares will be subject
under applicable securities legislation and confirms that no representation has
been made to the Subscriber by or on behalf of the Company with respect
thereto.

     

    (e)           The
Subscriber will not resell any Subscribed for Shares except in accordance with
the provisions of any applicable securities legislation and stock exchange
rules.

     

    
      	
               
      

            	
              5.8

            	
              No Offering
      Memorandum.

            


    

     

    The
Subscriber acknowledges that the offering is being conducted without delivery of
an offering memorandum and that it has not relied on any oral representation,
warranty or information in connection with the offering of the Subscribed for
Shares by the Company, or any officer, employee, agent, affiliate or subsidiary
of the Company.

     

    
      	
               
      

            	
              5.9

            	
              No Approval by
      Regulatory Authority.

            


    

     

    The
Subscriber understands that no securities commission, stock exchange,
governmental agency, regulatory body or similar authority has made any finding
or determination or expressed any opinion with respect to the merits of an
investment in Offered Shares of which the Subscribed for Shares are a
part.

     

    
      	
               
      

            	
              5.10

            	
              No Representation as
      to Value of Subscribed for
Shares.

            


    

     

    The
Subscriber confirms that neither the Company nor any of its directors,
employees, officers, consultants, agents or affiliates, has made any
representations (written or oral) to the Subscriber regarding the future value
of the Subscribed for Shares and acknowledges and confirms that no
representation has been made to the Subscriber with respect to the listing of
the Subscribed for Shares on any exchange or that application has been or will
be made be made for such listing. In making its investment decision with respect
to the Subscribed for Shares, the Subscriber has
relied solely upon publicly available information relating to the Company and
not upon any verbal or written representation made by or on behalf of the
Company.

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              5.11

            	
              No
      Advertisement.

            


    

     

    The
Subscriber is not and has not become aware of any advertisement in printed
public media or on radio, television or other form of communication (including
electronic display such as the Internet) with respect to the
Offering.

     

    
      	
               
      

            	
              5.12

            	
              Conditional
      Sale.

            


    

     

    The
Subscriber understands that the sale and delivery of the Subscribed for Shares is conditional upon
such sale being exempt from the registration and prospectus requirements under
applicable securities legislation or upon the issuance of such orders, consents
or approvals as may be required to permit such sale and delivery without
complying with such requirements.

     

    
      	
               
      

            	
              5.13

            	
              No Joint
      Action.

            


    

     

    Except as
disclosed in writing to the Company, the Subscriber does not act jointly or in
concert with any other person or company for the purposes of acquiring the
Subscribed for Shares.

     

    
      	
               
      

            	
              5.14

            	
              Tax
      Consequences.

            


    

    


    The
investment in the Shares may have tax consequences under applicable taxation
laws, that it is the sole responsibility of the Subscriber to determine and
assess such tax consequences as may apply to its particular circumstances, and
the Subscriber has not received and is not relying on the Company for any tax
advice whatsoever.

     

    
      	
              5.15

            	
              Additional
      Shares.

            


    

    


    The
subscriber understands and acknowledges that from time to time the Company may
issue additional shares of common stock, which increase may dilute the equity
ownership interest of the subscriber in the Company.

     

    
      	
              6.

            	
              Reliance
      and Indemnification.

            


    

     

    
      	
               
      

            	
              6.1

            	
              Reliance
      and Timeliness.

            


    

     

    The
Subscriber understands and acknowledges that (i) the Offered Shares are being
offered and sold to the Subscriber without registration under the 1933 Act in a
private placement that is exempt from the registration provisions of the 1933
Act and (ii) the availability of such exemption, depends in part on, and the
Company will rely upon, the accuracy and truthfulness of, the foregoing
representations and warranties and the Subscriber hereby consents to such
reliance. The
Subscriber agrees that the representations, warranties and covenants of the
Subscriber contained herein (or in any Representation Letter executed and
delivered by the Subscriber pursuant to the provisions hereof) shall be true and
correct both as of the execution of this Subscription Agreement and as of the
Closing Date, and shall survive the completion of the distribution of the
Shares.  The
Subscriber hereby agrees to notify the Company immediately of any change in any
representation, warranty, covenant or other information relating to the
Subscriber contained in this Agreement which takes place prior to
Closing.

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              6.2

            	
              Indemnification.

            


    

     

    The
Subscriber agrees to indemnify the Company, and each of its officers, directors,
employees, consultants and agents from and against all losses, claims, costs,
expenses, damages or liabilities that any of them they may suffer or incur as a
result of or in connection with their reliance on such representations,
warranties and covenants.  The Subscriber acknowledges and agrees that
the Company acts as trustee of the Subscriber’s covenants hereunder for each of
its officers, directors, employees, consultants and agents entitled to indemnity
hereunder and shall be entitled to enforce such covenants on behalf of such
persons.

     

    
      	
              7.

            	
              Registration of
      Offered Shares.

            


    

     

    7.1           Filing of Registration
Statement.   Within <> days following the Closing
Date (the “Filing
Period”) the Company shall file, or cause to be filed on its behalf, a
Registration Statement, (the “Registration Statement”) with respect to all of
the Offered Shares, if Rule 144 as promulgated by the United States Securities
and Exchange Commission (the “Commission”) is not then
available for the public resale of the Offered Shares, the Company shall file,
or cause to be filed on its behalf, a Registration Statement, and will use its
best efforts to cause such Registration Statement to be declared effective by
the Commission. The Company shall be obligated to maintain such Registration
Statement effective for a period of two (2) years from the effective date of
such Registration Statement.

    


    7.2           Notice to
the Holders.  The Company shall notify the holders of the
Offered Shares (the “Holders”), in writing (the
“Filing Notice”) at
least 30 days prior
to the intended date of filing of the Registration Statement of its intention to
file the Registration Statement. The Holders of the Offered Shares shall provide
the Company with all information (as more specifically set forth in Section 7.4
hereof) regarding the Holder necessary for inclusion in the Registration
Statement within 10 days following the Filing Notice.

    


    7.3           Expenses.  All
expenses incurred in connection with a registration pursuant to this Section 7,
including without limitation all registration and qualification fees, printers’
and accounting fees, fees and disbursements of counsel for the Company and the
reasonable fees and disbursements of one (1) counsel for the selling Holder or
Holders up to an aggregate of $10,000, but excluding underwriters’ discounts and
commissions, shall be borne by the Company.  Each Holder participating
in a registration pursuant to this Section 7 shall bear such Holder’s
proportionate share (based on the total number of shares sold in such
registration other than for the account of the Company) of all discounts,
commissions or other amounts payable to underwriters or brokers in connection
with such offering.  The Company is not responsible or obligated to
pay any legal fees incurred by the Holders in connection with the Registration
Statement.

    


    7.4           Information
About the Holders. It shall be a condition precedent to the obligations
of the Company to take any action pursuant to Section 7 that the selling Holders
shall furnish to the Company such information regarding themselves, the Offered
Shares held by them and the intended method of disposition of such securities as
shall be required to timely effect the registration of their Offered
Shares.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    7.5          Obligations
of the Company.
Whenever required to effect the registration of any Offered Shares under
this Agreement, the Company shall, as expeditiously as reasonably
possible:

    


    (a)           prepare
and file with the Commission a Registration Statement with respect to such
Offered Shares and use its best efforts to cause such Registration Statement to
become effective, and,  keep such Registration Statement effective for
up to 2 years from the date such Registration Statement is declared
effective;

    


    (b)           prepare
and file with the Commission such amendments and supplements to such
Registration Statement and the prospectus used in connection with such
Registration Statement as may be necessary to comply with the provisions of the
1933 Act with respect to the disposition of all securities covered by such
Registration Statement;

    


    (c)           furnish
to the Holders such number of copies of a prospectus, including a preliminary
prospectus, in conformity with the requirements of the 1933 Act, and such other
documents as they may be reasonably required in order to facilitate the
disposition of the Offered Shares owned by them that are included in such
registration;

    


    (d)           use
its best efforts to register and qualify the securities covered by such
Registration Statement under such other securities or Blue Sky laws of such
jurisdictions as shall be reasonably requested by the Holders, provided that the
Company shall not be required in connection therewith or as a condition thereto
to qualify to do business or to file a general consent to service of process in
any such states or jurisdictions;

    


    (e)           in
the event of any underwritten public offering, enter into and perform its
obligations under an underwriting agreement, in usual and customary form, with
the managing underwriter(s) of such offering (it being understood and agreed
that, as a condition to the Company’s obligations under this clause (e), each
Holder participating in such underwriting shall also enter into and perform its
obligations under such an agreement);

    


    (f)         
  notify each Holder of Offered Shares covered by such Registration
Statement at any time when a prospectus relating thereto is required to be
delivered under the 1933 Act on the happening of any event as a result of which
the prospectus included in such Registration Statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements therein
not misleading in the light of the circumstances then existing.

    


    
      	
               
      

            	
              7.6

            	
              Indemnification.

            


    

    


    (a)           By the Company.  To
the extent permitted by law, the Company will indemnify and hold harmless each
Holder, the partners, officers and directors of each Holder, any underwriter (as
defined in the 1933 Act) for such Holder and each person, if any, who controls
such Holder or underwriter within the meaning of the 1933 Act or the Exchange
Act, against any losses, claims, damages, or liabilities (joint or several) to
which they may become subject under the 1933 Act, the Exchange Act or other
federal or state law, insofar as such losses, claims, damages, or liabilities
(or actions in respect thereof) arise out of or are based upon any of the
following statements, omissions or violations (collectively a
“Violation”):


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              ·

            	
              any
      untrue statement or alleged untrue statement of a material fact contained
      in such Registration Statement, including any preliminary prospectus or
      final prospectus contained therein or any amendments or supplements
      thereto;

            


    

    


    
      	
               
      

            	
              ·

            	
              the
      omission or alleged omission to state therein a material fact required to
      be stated therein, or necessary to make the statements therein not
      misleading; or

            


    

    


    
      	
               
      

            	
              ·

            	
              any
      violation or alleged violation by the Company of the 1933 Act, the
      Exchange Act, any federal or state securities law or any rule or
      regulation promulgated under the 1933 Act, the Exchange Act or any federal
      or state securities law in connection with the offering covered by such
      Registration Statement;

            


    

    


    and the
Company will reimburse each such Holder, partner, officer or director,
underwriter or controlling person for any legal or other expenses reasonably
incurred by them, as incurred, in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that the
indemnity agreement contained in this subsection (a) shall not apply to amounts
paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Company (which consent shall
not be unreasonably withheld), nor shall the Company be liable in any such case
for any such loss, claim, damage, liability or action to the extent that it
arises out of or is based upon a Violation which occurs in reliance upon and in
conformity with written information furnished expressly for use in connection
with such registration by such Holder, partner, officer, director, underwriter
or controlling person of such Holder.

    


    (b)           By Selling
Holders.  To the extent permitted by law, each selling Holder
will indemnify and hold harmless the Company, each of its directors, each of its
officers who have signed the Registration Statement, each person, if any, who
controls the Company within the meaning of the 1933 Act, any underwriter and any
other Holder selling securities under such Registration Statement or any of such
other Holder’s partners, directors or officers or any person who controls such
Holder within the meaning of the 1933 Act or the Exchange Act, against any
losses, claims, damages or liabilities (joint or several) to which the Company
or any such director, officer, controlling person, underwriter or other such
Holder, partner or director, officer or controlling person of such other Holder
may become subject under the 1933 Act, the Exchange Act or other federal or
state law, insofar as such losses, claims, damages or liabilities (or actions in
respect thereto) arise out of or are based upon any Violation, in each case to
the extent (and only to the extent) that such Violation occurs in reliance upon
and in conformity with written information furnished by such Holder expressly
for use in connection with such registration; and each such Holder will
reimburse any legal or other expenses reasonably incurred and as incurred by the
Company or any such director, officer, controlling person, underwriter or other
Holder, partner, officer, director or controlling person of such other Holder in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the indemnity agreement contained
in this Section 7.6.2 shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without
the consent of the Holder, which consent shall not be unreasonably
withheld.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    (c)           Notice.  Promptly
after receipt by an indemnified party under this Section 7.6 of notice of the
commencement of any Proceeding, such indemnified party will, if a claim in
respect thereof is to be made against any indemnifying party under this Section
7.6, deliver to the indemnifying party a written notice of the commencement
thereof and the indemnifying party shall have the right to participate in, and,
to the extent the indemnifying party so desires, jointly with any other
indemnifying party similarly noticed, to assume the defense thereof with counsel
mutually satisfactory to the parties; provided, however, that an indemnified
party shall have the right to retain its own counsel, with the fees and expenses
to be paid by the indemnifying party, if joint representation of such
indemnified party by the counsel retained by the indemnifying party is required
to be refused by such counsel  due to actual or potential conflict of
interests between such indemnified party and any other party represented by such
counsel in such proceeding.  The failure to deliver written notice to
the indemnifying party within a reasonable time of the commencement of any such
action, if prejudicial to its ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this Section
7.6, but the omission so to deliver written notice to the indemnifying party
will not relieve it of any liability that it may have to any indemnified party
otherwise than under this Section 7.6.

    


    7.7           Defect Eliminated in Final
Prospectus.  The foregoing indemnity agreements of the Company
and Holders are subject to the condition that, insofar as they relate to any
Violation made in a preliminary prospectus but eliminated or remedied in the
amended prospectus on file with the Commission at the time the Registration
Statement in question becomes effective or the amended prospectus filed with the
Commission pursuant to Commission Rule 424(b) (the “Final Prospectus”), such
indemnity agreement shall not inure to the benefit of any person if a copy of
the Final Prospectus (i) was furnished to the indemnified party and (ii) was not
furnished to the person asserting the loss, liability, claim or damage at or
prior to the time such action is required by the 1933 Act.

     

    
      	
              8.

            	
              Miscellaneous

            


    

     

    
      	
               
      

            	
              8.1

            	
              Amendment;
      Waivers

            


    

     

    No
provision of this Agreement may be waived or amended except in a written
instrument signed, in the case of an amendment, by both the Company and the
Subscriber; or, in the case of a waiver, by the party against whom enforcement
of any such waiver is sought.  No waiver of any default with respect
to any provision, condition or requirement of this Agreement shall be deemed to
be a continuing waiver in the future or a waiver of any other provision,
condition or requirement hereof, nor shall any delay or omission of either party
to exercise any right hereunder in any manner impair the exercise of any such
right accruing to it thereafter.

     

    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              8.2

            	
              Survival of
      Representations and
Warranties

            


    

     

    All
representations, warranties and agreements contained herein or made in writing
by or on behalf of any party to this Agreement in connection herewith shall
survive the execution and delivery of this Agreement.

     

    
      	
               
      

            	
              8.3

            	
              Successors and
      Assigns; No Third Party

            


    

     

    All
covenants and agreements in this Agreement contained by or on behalf of the
parties hereto shall be binding upon and inure to the benefit of the parties and
their respective successors and assigns and, to the extent provided in this
Agreement.

     

    
      	
               
      

            	
              8.4

            	
              Notices

            


    

     

    Any and
all notices or other communications or deliveries required or permitted to be
provided hereunder shall be in writing and shall be deemed given and effective
on the earliest of (i) the date of transmission, if such notice or communication
is delivered via facsimile at the facsimile telephone number specified in this
Section prior to 4:30 p.m. (Pacific Standard Time) on a business day, (ii) the
business day after the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile telephone number specified in the this
Agreement later than 4:30 p.m. (Pacific Standard Time) on any date and earlier
than 11:59 p.m. (Pacific Standard Time) on such date, (iii) the business day
following the date of mailing, if sent by nationally recognized overnight
courier service, or (iv) upon actual receipt by the party to whom such notice is
required to be given.  The address for such notices and communications
shall be as follows:

     

    
      	
               
      

            	
              If
      to the Company:

            	
              Aurora
      Gold Corporation

            


    

    Level 1,
10 Baarestrasse, Zug,

    Switzerland

    


    If to the
Subscriber:  At the address set forth below the Subscriber’s name on
the signature page hereto; or such other address as may be designated in writing
hereafter, in the same manner, by such party.

    


    
      	
               
      

            	
              8.5

            	
              Headings

            


    

    


    The
headings herein are inserted for convenience only and do not constitute a part
of this Agreement.  Whenever the context requires, the gender of any
word used in this Agreement includes the masculine, feminine or neuter, and the
number of any word includes the singular or plural. Unless the context otherwise
requires, all references to articles and sections refer to articles and sections
of this Agreement, and all references to schedules are to schedules attached
hereto, each of which is made a part hereof for all purposes. The descriptive
headings of the several articles and sections of this Agreement are inserted for
purposes of reference only, and shall not affect the meaning or construction of
any of the provisions hereof.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              8.6

            	
              Governing Law; Consent
      to Jurisdiction

            


    

    


    The
corporate laws of the State of Delaware shall govern all issues concerning the
relative rights of the Company and its stockholders.  All other
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of New
York, without giving effect to any choice of law or conflict of law provision or
rule (whether of the State of New York or any other jurisdictions) that would
cause the application of the laws of any jurisdictions other than the State of
New York.   Each party hereby irrevocably submits to the
exclusive jurisdiction of the state and federal courts sitting the City of New
York, for the adjudication of any dispute hereunder or in connection herewith or
with any transaction contemplated hereby or discussed herein, and hereby
irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such
court, that such suit, action or proceeding is brought in an inconvenient forum
or that the venue of such suit, action or proceeding is
improper.  Each party hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address for such
notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof.  Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law.  If any provision of this Agreement
shall be invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement in that jurisdiction or the validity or
enforceability of any provision of this Agreement in any other
jurisdiction.  EACH
PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.

    


    


    
      	
               
      

            	
              8.7

            	
              Remedies

            


    

     

    In
addition to being entitled to exercise all rights provided herein or granted by
law, including recovery of damages, the Subscriber will be entitled to specific
performance of the obligations of the Company hereunder.  The Company
and the Subscriber agree that monetary damages would not be adequate
compensation for any loss incurred by reason of any breach of its obligations
described in the foregoing sentence and hereby agrees to waive in any action for
specific performance of any such obligation the defense that a remedy at law
would be adequate.

     

    
      	
               
      

            	
              8.8

            	
              Entire
      Agreement

            


    

     

    This
Agreement and the other writings referred to herein or delivered pursuant hereto
contain the entire agreement among the parties with respect to the subject
matter hereof and supersede all prior and contemporaneous arrangements or
understandings with respect thereto.

     

    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    
      	
              8.9

            	
              Severability

            


    

     

    Any
provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and the parties will attempt to agree upon a valid and
enforceable provision which shall be a reasonable substitute therefore, and upon
so agreeing, shall incorporate such substitute provision in this
Agreement.  Any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

     

    
      	
               
      

            	
              8.10

            	
              Counterparts

            


    

    


    This
Agreement may be executed in two or more counterparts, all of which shall be
considered one and the same agreement and shall become effective when
counterparts have been signed by each party and delivered to the other party.
This Agreement, once executed by a party, may be delivered to the other parties
hereto by facsimile transmission of a copy of this Agreement bearing the
signature of the party so delivering this Agreement. In the event any signature
is delivered by facsimile transmission, the party using such means of delivery
shall cause the manually executed execution page(s) hereof to be physically
delivered to the other party within five days of the execution hereof, provided
that the failure to so deliver any manually executed execution page shall not
affect the validity or enforceability of this Agreement.

    


    
      	
               
      

            	
              8.11

            	
              Fees
      and Expenses.

            


    

    


    Except as
otherwise provided herein, each of the parties hereto shall pay its own fees and
expenses, including attorney fees, in connection with the transactions
contemplated by this Agreement.

    


    
      	
               
      

            	
              8.12

            	
              Reference
      Date and Effective
      Date.

            


    

    


    The
“reference date” for
this Agreement is 20 August, 2009.  The date of acceptance of this
Agreement by the Company, as set forth on the signature page, shall be the
“effective date”
hereof.

    


    Signatures
appear on the next page

    


    [The
Balance of This Page Has Been Intentionally Left Blank]


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties hereto caused this Agreement to be duly executed as of the dates set
forth below.

    


    
      	 	 
      	
               

            	 
      
	Name
      of Subscriber – please print	 
      	
              

                Number
      Of Shares:

              

            	 
      
	 	 
      	
              Aggregate
      Consideration:

            	 
      
	 	 
      	 
      	 
      
	Signature
      of Subscriber	 
      	
              Paid
      by Delivery of

            	 
      
	 	 
      	
              Date
      the Subscription

            	 
      
	 	 
      	 
      	 
      
	Print
      Name:	 
      	
              Subscriber’s
      Tax Identification
      No.

            	N/A
	(Please
      print name of individual whose signature appears above if different than
      the name of the subscriber printed above.)	 
      	
               

            	
               

            
	 	 
      	
            	 
      
	 	 
      	

              Date
      Agreement Signed
      by the Subscriber:

            	 
      
	Title:	 
      	
               

            	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	Subscriber's
      Address including Country of Residence  	 
      	 
      	 
      
	 	 
      	 
      	 
      
	 	 
      	 
      	 
      
	Telephone
      Number             	
              Facsimile
      Number

            	 
      	 
      	 
      


    

     

     

    ACCEPTANCE

     

    The
Company hereby accepts the above subscription for Subscribed for Shares of the
Company effective the ______day of  ,
20<>.

    


    Aurora
Gold Corporation

    


    


    
      	
              By:

            	 
      	 


    

    <>,
President and CEO


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    REGULATION S – DEFINITION OF
US PERSON

    


    Rule
902(k) of Regulation S states:

    


    
      	
              (1)

            	
              “US
      person” means:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Any
      natural person resident in the United States;
      (1)

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Any
      partnership or Company organized or incorporated under the laws of the
      United States;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Any
      estate of which any executor or administrator is a US
    person;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              Any
      trust of which any trustee is a US
person;

            


    

    


    
      	
               
      

            	
              (v)

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

            


    

    


    
      	
               
      

            	
              (vi)

            	
              Any
      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
      US person;

            


    

    


    
      	
               
      

            	
              (vii)

            	
              Any
      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;
and

            


    

    


    
      	
            	
              (viii)

            	
              Any
      partnership or Company if:

            


    

    


    
      	
               
      

            	
              (A)

            	
              Organized
      or incorporated under the laws of any foreign jurisdiction;
      and

            


    

    


    
      	
               
      

            	
              (B)

            	
              Formed
      by a US person principally for the purpose of investing in securities not
      registered under the  1933 Act, unless it is organized or
      incorporated, and owned, by accredited investors (as defined in Rule
      501(a)) who are not natural persons, estates or
  trusts.

            


    

    


    
      	
              (2)

            	
              The
      following are not “US persons”:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Any
      discretionary account or similar account (other than an estate or trust)
      held for the benefit or account of a non-US person by a dealer or other
      professional fiduciary organized, incorporated, or (if an individual)
      resident in the United States;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Any
      estate of which any professional fiduciary acting as executor or
      administrator is a US person if:

            


    

    


    
      	
               
      

            	
              (A)

            	
              An
      executor or administrator of the estate who is not a US person has sold or
      Subscribed for Shares investment discretion with respect to the assets of
      the estate; and

            


    

    


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (B)

            	
              The
      estate is governed by foreign law;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Any
      trust of which any professional fiduciary acting as trustee is a US
      person, if a trustee who is not a US person has sole or shared investment
      discretion with respect to the trust assets, and no beneficiary of the
      trust (and no settler if the trust is revocable) is a US
      person;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              An
      employee benefit plan established and administrated in accordance with the
      law of a country other than the United States and customary practices and
      documentation of such country;

            


    

    


    
      	
               
      

            	
              (v)

            	
              Any
      agency or branch of a US person located outside the United States
      if:

            


    

    


    
      	
               
      

            	
              (A)

            	
              The
      agency or branch operates for valid business reasons;
  and

            


    

    


    
      	
               
      

            	
              (B)

            	
              The
      agency or branch is engaged in the business of insurance or banking and is
      subject to substantive insurance or banking regulation, respectively, in
      the jurisdiction where located; and

            


    

    


    
      	
               
      

            	
              (vi)

            	
              The
      International Monetary Fund, the International Bank for Reconstruction and
      Development, the Inter-American Development Bank, the Asian Development
      Bank, the African Development Bank, the United Nations, and their
      agencies, affiliates and pension plans, and any other similar
      international organizations, their agencies, affiliates and pension
      plans.

            


    

    


    (1)   United
States.  “United States” means the United States of America,
its territories and possessions, any State of the United States, and the
District of Columbia.

     

     

     19