ex4_3.htm


    
      

    

    
      	
              EXHIBIT
      4.3

            	
              SETTLEMENT
      AGREEMENT

            	 


    

    


    This Settlement Agreement
(“Agreement”) is made and dated as of the <> day of <>, between
Aurora Gold Corp., a Delaware corporation having an address at Baarerstrasse 10,
1st
Floor, 6300, Zug, Switzerland (“Aurora”), and <> an individual and or
company residing <> (“<>”)

    


    WHEREAS, <> has claimed
that it is due and owed $<> for services rendered;

    


    WHEREAS, the parties are
desirous of compromising and settling their disputes and to avoid further
expense and terminate all controversy and disputes having arising between the
parties from their business dealings and transactions in connection with the
Consulting Agreement.

    


    NOW, THEREFORE, in
consideration of the mutual agreements, promises and covenants herein, the
receipt and adequacy of which are hereby acknowledged, the parties hereto agree
as follows:

    


    ARTICLE
I.

    Settlement
and Releases

    


    1.
1.         Settlement
Payment.  Aurora hereby agrees to deliver to <> on or
before <>, <> shares (the “Registrable Securities”) of
its common stock (the “Settlement Payment”) in full
satisfaction of its obligations, including but not limited to the $<>
claimed to be due and owed to <>;

    


    1.2           Mutual
Releases.   (a)   Except with regard to the
obligations of Aurora hereunder and as to any claims arising as a result of a
breach of Aurora’s obligations hereunder, <> individually and on behalf of
his successors and assigns, does hereby fully release, remise and forever
discharge Aurora and its respective officers, directors, shareholders,
employees, subsidiaries, attorneys, representatives and agents from any and all
debts, obligations, liabilities, accountings, promises, covenants, agreements,
contracts, controversies, suits, actions, causes of actions, judgments, damages,
claims, demands, in law or in equity, which <> ever had, now has, or
hereafter can, shall or may have against them for, upon or by reason of any
matter, cause or thing whatsoever, from the beginning of the world to the date
hereof.

    


    (b)           Except
with regard to the obligations of <> hereunder, and as to any claims
arising as a result of a breach of <> obligations hereunder, Aurora does
hereby fully release, remise and forever discharge <> and its attorneys,
representatives and agents from any and all debts, obligations, liabilities,
accountings, promises, covenants, agreements, contracts, controversies, suits,
actions, causes of actions, judgments, damages, claims, demands, in law or in
equity, which Aurora ever had, now have, or hereafter can, shall or may have
against them for, upon or by reason of any matter, cause or thing whatsoever,
from the beginning of the world to the date hereof.

    


    (c)           The
releases set forth in this Agreement are intended by the parties to release all
claims, whether known, unknown, foreseen, unforeseen, patent or latent, which
one party may have against the other as of the date of this
Agreement.  Each party understands and acknowledges the significance
and consequence of such specific intention to release all
claims.


    
      
         


      

      
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    (d)           Anything
herein to the contrary notwithstanding, should Aurora fail to make the
Settlement Payment, the release of Aurora given by <> shall be null and
void and of no force and effect.

     

    ARTICLE
II

    General
Terms

    


    2.1           Full
Information.   This Agreement is executed by each party
after having obtained the advice, or being given the opportunity to obtain the
advice, of counsel.

    


    2.2           Entire
Agreement.  This Agreement constitutes and expresses the entire
agreement between the parties hereto with respect to any of the matters and
things herein provided for and all prior agreements, understandings, obligations
or statements by and between the parties concerning the subject matter hereby
will be merged with and into and be superseded by this Agreement and shall be of
no further force and effect.  No modification, amendment or waiver of
any provision of this Agreement, or any consent to any departure by any party
from the terms hereof, shall be effective unless the same be in writing and
signed by all parties hereto.

    


    2.3           Invalidity.  If any
part of this Agreement, or the application thereof to any person or
circumstance, shall be determined by a court of competent jurisdiction to be
invalid or unenforceable, the remainder of this Agreement, or the application of
such term or provision to persons or circumstances other than those as to which
it is determined to be invalid or unenforceable, shall not be affected thereby,
and each term and provision of this Agreement shall be valid and enforced to the
fullest extent permitted by law.

    


    2.4           Authority of Person
Signing.  Each of the parties to this Agreement has full power
and authority to execute, deliver and perform this Agreement, and this Agreement
is the legal, valid and binding obligation of each of the parties hereto, and is
enforceable in accordance with its terms and conditions. The person executing
this Agreement on behalf of a party hereto represents to the other party that
he/she is duly authorized to execute this Agreement.

    


    2.5           Successors and
Assigns.  This Agreement shall inure to the benefit of and be
binding upon the permitted successors and assigns of each of the parties
hereto.

    


    2.6           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.


    
      
         


      

      
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    2.7           Further
Cooperation.   Each party shall do and perform, or cause
to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents,
as the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.

    


    2.8           Captions, Headings and
Gender.  Captions and section headings used herein are for
convenience only and are not a part of this Agreement and shall not be used in
construing it. The use of masculine third person singular pronoun in this
Agreement shall be deemed to include the feminine and neuter third person
singular pronoun. The language used in this Agreement will be deemed to be the
language chosen by the parties to express their mutual intent and no rules of
strict construction will be applied against any party.

    


    2.9           Piggy-Back
Registrations.  If at any time prior to the expiration of (i)
Aurora shall determine to file with the Commission a Registration Statement
relating to an offering for its own account or the account of others under the
Securities Act of 1933 Act of any of its equity securities (other than on Form
S-4 or Form S-8 or their then equivalents relating to equity securities to be
issued solely in connection with any acquisition of any entity or business or
equity securities issuable in connection with stock option or other employee
benefit plans), and (ii) there is not then a Registration Statement in effect
with respect to the Registrable Securities, then Aurora shall send to the
Signatory written notice of such determination and, if within fifteen (15) days
after the effective date of such notice, the Signatory shall so request in
writing, Aurora shall include in such registration statement all or any part of
the Registrable Securities the Signatory requests to be registered, except that
if, (i) inclusion of such shares would result in the offering not being Rule 415
Eligible, or (ii) in connection with any underwritten public offering for the
account of Aurora, the managing underwriter(s) thereof shall impose a limitation
on the number of shares of Common Stock which may be included in the
Registration Statement because, in such underwriter(s)' judgment, marketing or
other factors dictate such limitation is necessary to facilitate public
distribution, then Aurora shall be obligated to include in such Registration
Statement only such limited portion of the Registrable Securities with respect
to which the Signatory has requested inclusion hereunder (i) as would enable the
offering to be Rule 415 Eligible or (ii) as the underwriter shall
permit;

    


    2.10         Notice.  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 2.9 prior to 4:30 p.m. (Delaware 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. (Delaware time) on any date and earlier than
11:59 p.m. (Delaware 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 or such other address as may be designated in writing hereafter, in the
same manner, by such party.


    
      
         


      

      
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              If
      to Aurora Gold Corp.:

            	
              If
      to <>:

            
	 
      	 
      
	
              Aurora
      Gold Corp.

            	
              <>

            
	
              Baarerstrasse
      10, 1st
      Floor, 6300, Zug,

            	 
      
	
              Switzerland

            	 
      
	
              Att:  Lars
      <> Investment, CEO

            	 
      


    

    


    2.11         Effectiveness. This Settlement
Agreement shall not be deemed effective until executed by both parties
hereto.

    


    2.12         Governing Law.  The
corporate laws of the State of Delaware shall govern all issues concerning the
relative rights of Aurora 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


    
      
         


      

      
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    NOW, THEREFORE, intending to
be bound, as of the date written above, the parties execute this Agreement under
seal.

    


    


    Aurora
Gold Corp.

     

     

    
      	By: 	/Signed/ “Lars
      Pearl”	By: 	 	 
	 	Name:      
      Lars Pearl   	 	      
      Name: <>	 
	 	Title:        
      President, CEO and Director    	 	      
      Title:   <>	 


    

                                             

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