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Exhibit 4.5








REGISTRATION
RIGHTS AGREEMENT


This Registration Rights Agreement (this “Agreement”)
is entered into as of August 27, 2013 (the “Closing Date”) by and among Gold Reserve Inc., a corporation existing under
the laws of the Yukon Territory, Canada (the “Company”),  the parties set forth on Exhibit A attached
hereto (each a “Stockholder” and collectively,
the “Stockholders”) and any other Eligible Sellers (as defined below)
who may become a party to this Agreement on or after the Closing Date. 
Capitalized terms not otherwise defined herein shall have the meanings set
forth in the Subscription Agreements (as defined below).


 


PRELIMINARY STATEMENTS


 


A.        The Stockholders are acquiring
Common Shares pursuant to those certain Subscription Agreements for Units (the
“Subscription Agreements”), each dated on or about August 27, 2013, by
and between the Company, on the one hand, and each of the Stockholders individually, on the other hand. 


 


B.         As a condition to consummate the transactions contemplated by the
Subscription Agreements, the Company has agreed to
enter into this Agreement with the Stockholders to set forth the registration
rights to be granted by the Company to the Stockholders.


 


AGREEMENT


 


The
parties, intending to be legally bound, agree as follows:


 


1.                 
Certain Definitions.  As used in this Agreement, the following terms not
defined elsewhere shall have the following respective meanings:


 


“Affiliate”
shall mean, with respect to a specified Person, a Person that directly, or
indirectly through one or more intermediaries, controls or is controlled by, or
is under common control with, the Person specified.


“Blackout
Period” shall mean, with respect to a registration, a period in each case
commencing on the day immediately after the Company notifies the Eligible
Sellers by a certificate signed by the Company’s chief executive officer
stating that they are required, pursuant to Section 4(f), to suspend offers and sales of Registrable Securities because
the Company, in the good faith judgment of its Board of Directors, has
determined (because of the existence of, or in anticipation of, any
acquisition, corporate reorganization, financing activity, or other similar
transaction involving the Company, or the unavailability for reasons beyond the
Company’s control of any required financial statements, disclosure of
information which is in its best interest not to publicly disclose, or any
other event or condition of similar significance to the Company) that the
registration and distribution of the Registrable Securities to be covered by
such Registration Statement, if any, would be materially detrimental to the
Company and its shareholders and ending on the earlier of (a) the date upon
which the material non-public information commencing the Blackout Period is
disclosed to the public or ceases to be material and (b) such time as the
Company makes such Registration Statement effective again, or allows sales
pursuant to such Registration Statement to resume; provided, however,
that the Company shall limit its use of Blackout Periods described in this Section
1, in the aggregate, to 30 trading days; provided, further,
that the Company shall not register any securities for its own account or that of
any other stockholder during any such Blackout Period.  


“Closing
Date” has the meaning ascribed to such term in the preamble.









 










 








 








“Commission” shall
mean the United States Securities and Exchange
Commission or any other federal agency at the time
administering the Securities Act. 


“Eligible
Seller” shall mean the Stockholders and each of their respective Permitted
Transferees.


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended.


“Greywolf”
shall mean Greywolf Capital Management LP and its Affiliates, collectively.


“Laws” shall mean
means any law, order, judgment, writ, injunction, decree, judicial decision,
treaty, statute, rule, directive or regulation.


“Person” shall mean means any individual,
corporation, partnership, limited liability company, trust, group, syndicate,
association or other entity.


“Permitted Transferees” shall mean (i) with
respect to any Eligible Seller, any Stockholder or any Affiliate of a
Stockholder, and (ii) with respect to Greywolf: Steelhead Finance, UBS AG and
West Face Capital Inc. and their respective Affiliates.


“Registrable
Securities” shall mean (i) the Common Shares, and any Common Shares issued or
issuable by the Company upon the exercise of any Warrants, issued to the
Stockholders pursuant to the Subscription Agreements, as set forth opposite
each Stockholder’s name on Exhibit A, to the extent such Common Shares
are held by any Eligible Seller at the time of the applicable registration, and
(ii) any other Common Shares, including any  Common Shares issued or issuable
by the Company upon the exercise of any warrants or other convertible
securities, held by an Eligible Seller at the time of the applicable
registration; provided, however, that a Registrable Security
shall cease to be a Registrable Security upon the earlier of the time (a) the
Registration Statement covering such Registrable Security has been declared
effective by the Commission and such Registrable Security has been sold or
disposed of pursuant to such effective Registration Statement, (b) with respect
to any individual Eligible Seller, such Registrable Security has been, or can
be, freely disposed of pursuant to any section of Rule 144 under the Securities
Act (or any similar provision then in force) without any volume limitations
(and in which case this Agreement shall terminate as between any Eligible
Seller and the Company and such Eligible Seller shall no longer be deemed to
hold any Registrable Securities, but this Agreement will remain in force as
between the Company and the other Eligible Sellers), or (c) such Registrable Security has been assigned, sold or
otherwise transferred in a transaction in which the transferor’s rights under
this Agreement are not assigned. 


“Registration
Date” shall mean the date upon which
the registration statement pursuant to which the Company shall have initially
registered the Registrable Securities has been declared effective. 


“Registration Expenses”
means all expenses incurred by the Company in effecting any registration
pursuant to this Agreement, including, without limitation, all registration,
qualification and filing fees, printing expenses, escrow fees, fees and
disbursements of counsel for the Company, blue sky fees and expenses, the
expense of any special audits incident to or required by any such registration
(but excluding the compensation of regular employees of the Company which shall
be paid in any event by the Company).


“Registration
Statement” shall mean the Company’s registration statement on Form F-3 to be filed
with the Commission pursuant to this Agreement and also including any other
amendments or supplements filed pursuant to this Agreement relating to the
registration of Registrable Securities or, in the event such registration
statement shall no longer be effective or shall otherwise become unavailable for the offer and sales of the Registrable Securities as
contemplated by this Agreement, a registration statement on such form as shall
be appropriate for the Eligible Sellers to offer and sell shares in the manner
contemplated hereby.











	

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“Securities
Act” shall mean the United States Securities Act of 1933, as amended.


“Selling
Expenses” means all underwriting discounts, selling commissions and stock
transfer taxes applicable to the Registrable Securities registered by the Eligible Sellers.


2.                 
Term.  The rights granted to the Eligible Sellers
hereunder shall commence on the Closing Date and continue in full force and
effect until the earlier of (a) such time as there are no Registrable
Securities hereunder and (b) the Company’s obligations under Section 3 and Section
4(a) have
otherwise ceased, unless terminated sooner by written agreement of the Company
and (i) holders of a majority of the then outstanding Registrable Securities
held by Greywolf or (ii) if Greywolf does not hold
any Registrable Securities, the holders of a majority of the then outstanding
Registrable Securities held by Eligible Sellers. 


3.                 
Registration.   


(a)               
The Company shall use
commercially reasonable efforts (i) to prepare and file with the Commission a
Registration Statement on Form F-3 or other suitable or successor form with
respect to the resale by the Eligible Sellers of all of the Registrable
Securities, within 45 days after the Closing Date or as soon as possible
thereafter and (ii) to effect such registration within 90 days after the
Closing Date or as soon as possible thereafter; provided, however, that the Company shall not be obligated to effect any such
registration during any Blackout Period.


(b)              
If
the Company at any time prior to the 3rd anniversary of the Registration Date
proposes for any reason to register any Common Shares under the Securities Act
(including, for this purpose, a registration effected by the Company for
stockholders other than the Eligible
Sellers) (other than on Form S-4 or Form S-8 promulgated under the Securities
Act or any successor forms thereto), it shall promptly give written notice to
the Eligible Sellers of its intention so to register any Common Shares and, upon the written request of any Eligible Seller
given within 20 days after delivery of any such notice by the Company to
include in such registration Registrable Securities 
held by such Eligible Seller (which request shall specify the number of
Registrable Securities 
proposed to be included in such registration), the Company shall use
commercially reasonable efforts to cause all such Registrable Securities  to be included in such registration on the same
terms and conditions as the Common Shares otherwise being sold in such registration; provided, however, that if the managing underwriter advises the
Company that the inclusion of all Registrable Securities  proposed to be included in such registration
would interfere with the successful marketing (including pricing) or sale of Common Shares proposed to be
registered by the Company, then the number of Common Shares and Registrable Securities  proposed to be included in such registration
shall be reduced to such amount (which may include none) that the Company has been advised by the underwriters that can be sold
in such offering without such interference effect referred to above, and the
number of Common Shares and Registrable Securities  that may be included in such
registration shall be allocated
(i) first, to the Company,  (ii) second, to the Eligible Sellers on a pro
rata basis based on the number of Registrable Securities requested to be
included in such by each Eligible
Seller, and (iii) finally, to the other Persons proposing to register
securities in such registration, if any; provided, further, that a registration under this Section 3(b) may be rescinded or terminated at any
time by the Company which shall then give notice of such rescinded registration or termination to any seller of
Registrable Securities  included in such registration.  No such
registration will be permitted for any individual Eligible Seller if the net
proceeds that would be expected to be allocable to such Eligible Seller 











	

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for the maximum amount of Registrable
Securities that such Eligible Seller is entitled to include in such registration is less than
$100,000.   


4.                 
Registration
Procedures.  In the case
of each registration, qualification, or compliance effected by the Company
pursuant to Section 3 or Section 4(e), the Company will keep each Eligible Seller reasonably advised in
writing (which may include e-mail) as to the initiation of each registration,
qualification, and compliance and as to the completion thereof.  At its expense
with respect to the Registration Statement filed pursuant to Section 3, the Company will:


(a)             
use its commercially reasonable
efforts to cause such Registration Statement to remain effective at least for a
period ending with the first to occur of (i) the date which is 3 years
following the Registration Date, (ii) the sale of all Registrable Securities
covered by the Registration Statement, and (iii) the date which the unsold
securities covered by the Registration Statement cease to be Registrable
Securities (in any case, the “Effectiveness Period”).  The Company shall
be deemed not to have used its commercially reasonable efforts to cause such
Registration Statement to remain effective during the requisite period if it
voluntarily takes any action that would result in the Eligible
Sellers covered thereby not being able to offer and sell such securities
during that period, unless such action is required by applicable Law;


(b)            
if the Registration
Statement is subject to review by the Commission, promptly respond to all
comments and use its commercially reasonable efforts to diligently pursue
resolution of any comments to the satisfaction of the Commission;


(c)             
prepare and file with
the Commission such amendments and supplements to the Registration Statement
used in connection therewith as may be necessary to keep the Registration
Statement effective during the Effectiveness Period (but in any event at least
until expiration of the 90-day period referred to in Section 4(3) of the
Securities Act and Rule 174, or any successor thereto, thereunder, if
applicable), and comply with the provisions of the Securities Act with respect
to the disposition of all securities covered by the Registration Statement
during such period in accordance with the intended method(s) of disposition by
the sellers thereof set forth in the Registration Statement;


(d)            
furnish, without
charge, to each Eligible Seller of Registrable Securities covered by the
Registration Statement (i) a reasonable number of copies of the Registration
Statement (including any exhibits thereto other than exhibits incorporated by
reference), and of each amendment and supplement thereto as such Eligible
Seller may request, (ii) such number of copies of the prospectus included in
the Registration Statement (including each preliminary prospectus and any other
prospectus filed under Rule 424 under the Securities Act) as such Eligible
Seller may reasonably request, in conformity with the requirements of the
Securities Act and (iii) such other documents as such Eligible Seller may
reasonably request in order to facilitate the disposition of the Registrable
Securities owned by such Eligible Seller, but only during the Effectiveness
Period;


(e)             
use its commercially
reasonable efforts to register or qualify such Registrable Securities under
such other applicable securities or blue sky laws of such jurisdictions in the
United States as any Eligible Seller of Registrable Securities covered by the
Registration Statement reasonably requests as may be necessary for the
marketability of the Registrable Securities and do any and all other acts and things
which may be reasonably necessary or advisable to enable such Eligible Seller
to consummate the disposition in such jurisdictions of the Registrable
Securities owned by such Eligible Seller; provided  that the Company
shall not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
paragraph (e), (ii) subject itself to taxation in any such jurisdiction, or
(iii) consent to general service of process in any such jurisdiction;


 











	

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(f)             
as promptly as
practicable after becoming aware of such event, notify each Eligible Seller of
such Registrable Securities at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
which comes to the Company’s attention if as a result of such event the
Registration Statement or the prospectus included in the Registration Statement
contains an untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading, and the Company shall promptly prepare and furnish to such
Eligible Seller and, if applicable, file with the Commission under the
Securities Act, a supplement or amendment to such Registration Statement or
prospectus (or prepare and file appropriate reports under the Exchange Act) so
that, as thereafter delivered to the purchasers of such Registrable Securities,
such Registration Statement and prospectus shall not contain an untrue statement
of a material fact or omit to state any material fact required to be stated
therein or necessary to make the statements therein not misleading, unless
suspension of the use of such Registration Statement and prospectus otherwise
is authorized herein or in the event of a Blackout Period, in which case no
supplement or amendment need be furnished (or Exchange Act filing made) until
the termination of such suspension or Blackout Period;


(g)             
comply, and continue
to comply during the period that the Registration Statement is effective under
the Securities Act, in all material respects with the Securities Act and the
Exchange Act and with all applicable rules and regulations of the Commission
with respect to the disposition of all securities covered by the Registration
Statement, and make available to its security holders, as soon as reasonably
practicable, an earnings statement covering the period of at least 12 months,
but not more than 18 months, beginning with the first full calendar month after
the Registration Date, which earnings statement shall satisfy the provisions of
Section 11(a) of the Securities Act;


(h)            
as promptly as
practicable after becoming aware of such event, notify each Eligible Seller of
Registrable Securities being offered or sold pursuant to the Registration
Statement of the initiation by the Commission of any proceedings with respect
to, or the issuance by the Commission of any stop order or other suspension of
effectiveness of the Registration Statement;


(i)              
use its commercially
reasonable efforts to cause its Common Shares, including all of the Registrable
Securities covered by the Registration Statement, to be listed on, and to
maintain their listing on (A) the TSX Venture Exchange or (B) any other
principal securities market on which securities of the same class or series
issued by the Company are then listed or traded (including the NASDAQ OMX), and
to continue to use commercially reasonable efforts to have its Common Shares,
including all of the Registrable Securities covered by the Registration Statement,
listed on the NASDAQ OMX and, upon such listing to use commercially reasonable
efforts to maintain such listing, it being agreed that if the Common Shares are
listed on the NASDAQ OMX then the Company shall no longer be required to
maintain a listing on the TSX Venture Exchange;


(j)              
provide a transfer
agent and registrar, which may be a single entity, for the Registrable
Securities at all times;


(k)            
cooperate with the Eligible Sellers that sell
Registrable Securities pursuant to the Registration Statement to issue and
deliver such Registrable Securities in uncertificated book-entry form (not
bearing any restrictive notations) to be offered pursuant to the Registration
Statement and enable such book-entries to be in such denominations or amounts
as the Eligible Sellers may reasonably
request, registered in such names as the Eligible Sellers may request within the settlement period specified in
Rule 15c6-1 under the Exchange Act; and


(l)              
take such other
actions as reasonably required in order to expedite or facilitate the
disposition of the Registrable Securities included in the Registration
Statement.


 











	

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5.                 
Suspension of
Offers and Sales.  Each Eligible Seller of
Registrable Securities agrees that, upon receipt of any written notice from the
Company of the happening of any event of the kind described in Section 4(f) or of the commencement of a Blackout Period, such Eligible Seller shall
discontinue disposition of Registrable Securities pursuant to the Registration
Statement covering such Registrable Securities until such Eligible
Seller’s receipt of the copies of the supplemented or
amended prospectus contemplated by Section 4(f) or notice of the end of the Blackout Period, and, if so directed
by the Company, such Eligible Seller shall deliver to the Company (at the
Company’s expense) all copies (including, without limitation, any and all
drafts), other than permanent file copies, then in such Eligible Seller’s
possession, of the prospectus covering such Registrable Securities current at
the time of receipt of such notice.  


6.                 
Registration Expenses.  All Registration Expenses incurred in connection
with any registration, filing, qualification or compliance pursuant to Sections
3 or 4  shall be borne by the Company.  All Selling Expenses relating
to Registrable Securities shall be borne by the Eligible Sellers holding such
Registrable Securities pro rata on the basis of the number of Registrable
Securities so registered.  Each Eligible Seller
shall bear its own costs and expenses of its legal
and other professional advisors; provided, however, that the Company shall reimburse Greywolf for all
reasonable legal fees and expenses incurred by or on behalf of Greywolf or its
representatives in connection with the completion of the transactions
contemplated in the Subscription Agreements and in connection with any
Registration Statement filed pursuant to this Agreement, up to a maximum of US$
25,000, in the aggregate.


7.                 
Assignment of Rights.  No Eligible Seller may assign its rights under this
Agreement to any party without the prior written consent of the Company (not to
be unreasonably withheld or delayed); provided, however, that an
Eligible Seller may assign its rights under this Agreement without such consent
to a Permitted Transferee; provided, that, in the event of any permitted
transfer or assignment as long as: (a) such transfer or assignment is effected
in accordance with applicable securities Laws; (b) such Permitted Transferee
agrees in writing to become a party to, and be subject to, the terms of this
Agreement by properly executing a joinder in the form attached hereto as Exhibit
B, which shall specify the name and address of the Permitted Transferee and
identify the Registrable Securities with respect to which such rights are being
transferred or assigned; and (c) such joinder is delivered to the Company.  The
Company shall, upon request of the transferring Eligible Seller and its
Permitted Transferee (and after receiving such joinder), file an amendment or
supplement to the Registration Statement (or, as appropriate, to the prospectus
included therein) to register sales of Registrable Securities by such Permitted
Transferees and shall bear any and all expenses incurred by it in connection
with the first two amendments or supplements so requested.


8.                 
Information by Eligible
Sellers; Free Writing Prospectuses.   


(a)             
Each  Eligible Seller shall furnish to the Company such
information regarding such Eligible Seller and the distribution proposed by such
Eligible Seller as the Company may reasonably request in writing.  Each
Stockholder agrees that its name and address
as it is to be listed in the Registration Statement is accurately set forth on Exhibit
A.  Notwithstanding anything else herein to the contrary, the Company shall
have no obligation to file an amendment or supplement to the Registration
Statement (or, as appropriate, to the prospectus included therein) to register
sales of Registrable Securities by any Eligible Seller until such Eligible Seller
shall have furnished the Company with all information and statements about or
pertaining to such Eligible Seller in such reasonable detail and on such timely
basis as is reasonably deemed by the Company to be legally required with
respect to the preparation of such filing.


(b)            
No Eligible Seller (or any
Person on their behalf) shall prepare or use any Free Writing Prospectus (as
such term is defined in Rule 405 under the Securities Act) unless any and all 











	

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issuer information included therein has been approved by
the Company in writing specifically for use by the Eligible Sellers in a Free Writing Prospectus, which approval the Company
may withhold in its reasonable discretion.


9.                 
Indemnification.   


(a)             
In connection with the offer and
sale of Registrable Securities under the Registration Statement, the Company
shall, and hereby does, indemnify and hold harmless, to the fullest extent
permitted by Law, each Eligible Seller, each of the partners, members,
managers, officers and directors and each Person, if any, who controls such
Eligible Seller (collectively, the “Eligible Seller Indemnified Persons”),
against any liabilities, obligations, losses, damages, lawsuits,
investigations, arbitrations, actions, judgments, costs, expenses or claims,
including, without limitation, reasonable attorneys’ fees and expenses incurred
in investigating, defending or settling any of the foregoing (collectively, “Losses”),
that the Eligible Seller Indemnified Persons may incur arising out of or due to
any of the following: (i) any untrue statement or alleged untrue statement of
any material fact contained in any Registration Statement under which such
Registrable Securities were registered under the Securities Act, any
preliminary prospectus, final prospectus or summary prospectus contained
therein, or any amendment or supplement thereto, (ii) any omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading (with respect to the
Registration Statement) or not misleading in light of the circumstances under
which they were made (with respect to any prospectus), or (iii) any violation
or alleged violation by the Company (or any of its agents or Affiliates) of the
Securities Act, the Exchange Act, any state securities law, or any rule or
regulation promulgated under the Securities Act, the Exchange Act, or any state
securities law with respect to the applicable registration under this
Agreement; provided  that the Company shall not be liable in any such case
to the extent that any such Losses arise out of or are based upon an untrue
statement or alleged untrue statement in or omission or alleged omission from
such Registration Statement, any such preliminary prospectus, final prospectus,
summary prospectus, amendment or supplement (i) in reliance upon and in strict
conformity with written information furnished to the Company by such Eligible
Seller expressly for use in connection with such registration or (ii) if the
Company had provided to such Eligible Seller a copy of an amended preliminary
prospectus or final prospectus that corrected such untrue or alleged untrue
statement or such omission or alleged omission and the Person asserting any
such Losses who purchased the Registrable Securities that are the subject
thereof did not receive a copy of such amended preliminary or final prospectus,
if required by law so to have been delivered, at or prior to the written
confirmation of the sale of such Registrable Securities to such Person, because
of the failure of such Eligible Seller to so provide such amended preliminary
or final prospectus, but only to the extent that such amended prospectus would
have fully cured the defect giving rise to such Losses.


(b)            
As a condition to including any
Registrable Securities to be offered by an Eligible Seller in the Registration
Statement filed pursuant to this Agreement, each such Eligible Seller,
severally and not jointly, agrees to be bound by the terms of this Section 9(b) and to
indemnify and hold harmless, to the fullest extent permitted by Law, the
Company and its directors and officers against any Losses to which the Company
or its directors and officers may become subject under the Securities Act or
otherwise, insofar as such Losses arise out of or are based upon any untrue
statement or alleged untrue statement in or omission or alleged omission from
such Registration Statement, any preliminary prospectus, final prospectus or
summary prospectus contained therein, or any amendment or supplement thereto,
if such statement or alleged statement or omission or alleged omission was made
in reliance upon and in strict conformity with written information about such
Eligible Seller furnished to the Company by such Eligible Seller expressly for
use in connection with such registration, and such Eligible Seller shall
reimburse the Company for any legal or other expenses reasonably incurred by it
in connection with investigating, defending, or settling any such loss or
proceeding.  Notwithstanding the foregoing, no Eligible Seller shall be liable
for (i) any amounts paid in settlement of any such
claim or proceeding if 











	

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such settlement is effected
without the consent of such Eligible Seller, which consent shall not be
unreasonably withheld unless such settlement is solely for the payment of
monetary damages paid by the Company, or (ii) indemnification pursuant
to this Agreement in excess of the aggregate cash proceeds (net of underwriting
discounts and selling commissions, if any) actually received by such Eligible Seller from the offering of Registrable
Securities in such registration.  


(c)             
Promptly after receipt by an
indemnified party of notice of the commencement of any proceeding involving a
claim referred to in Section 9(a) or (b) 
(including any governmental action), such indemnified party shall, if a claim
in respect thereof is to be made against an indemnifying party, give written
notice to the indemnifying party of the commencement of such action; provided 
that the failure of any indemnified party to give notice as provided herein
shall not relieve the indemnifying party of its obligations under Section 9(a) or (b), except
to the extent that the indemnifying party is prejudiced by such failure to give
notice.  In case any such proceeding is brought against an indemnified party,
unless in the reasonable judgment of counsel to such indemnified party a
conflict of interest between such indemnified and indemnifying parties may
exist or the indemnified party may have defenses not available to the
indemnifying party in respect of such claim, the indemnifying party shall be
entitled to participate in and to assume the defense thereof, with counsel
reasonably satisfactory to such indemnified party and, after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof, the indemnifying party shall not be liable to such indemnified
party for any legal or other expenses subsequently incurred by the latter in
connection with the defense thereof, unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and
indemnifying parties arises in respect of such claim after the assumption of
the defenses thereof or the indemnifying party fails to defend such claim in a
diligent manner.  Neither an indemnified nor an indemnifying party shall be
liable for any settlement of any proceeding effected without its consent.  No
indemnifying party shall, without the consent of the indemnified party, consent
to entry of any judgment or enter into any settlement, which does not include
as an unconditional term thereof the giving by the claimant or plaintiff to
such indemnified party of a release from all liability in respect of such
claim.  Notwithstanding anything to the contrary set forth herein, and without
limiting any of the rights set forth above, in any event any party shall have
the right to retain, at its own expense, counsel with respect to the defense of
a claim. 


(d)            
If the indemnification provided
for in this Section 9 is held by
a court of competent jurisdiction to be unavailable to an indemnified party
with respect to any loss referred to herein, the indemnifying party, in lieu of
indemnifying such indemnified party hereunder, shall (i) contribute to the
amount paid or payable by such indemnified party as a result of such loss or
proceeding as is appropriate to reflect the proportionate relative fault of the
indemnifying party on the one hand and the indemnified party on the other
(determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or omission relates to information supplied
by the indemnifying party or the indemnified party and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such untrue statement or omission), or (ii) if the allocation provided by
clause (i) above is not permitted by applicable Law or provides a lesser sum to
the indemnified party than the amount hereinafter calculated, not only the
proportionate relative fault of the indemnifying party and the indemnified
party, but also the relative benefits received by the indemnifying party on the
one hand and the indemnified party on the other, as well as any other relevant
equitable considerations; provided, however,
that, in any such case, (x) no Eligible Seller
will be required to contribute any amount in excess of the public offering
price of all such Registrable Securities offered and sold by such Eligible
Seller pursuant to such registration statement, and
(y) no Person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) will be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation; and provided 
further  that in no event shall an Eligible Seller’s liability pursuant to this Section 9(d), when
combined with the amounts paid or payable by such Eligible Seller pursuant to Section 9(b), exceed the aggregate 











	

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proceeds from the offering (net of underwriting
discounts and selling commissions, if any) actually received
by such Eligible Seller, except in the case of
willful misconduct or fraud by such Eligible Seller.  


10.             
Rule 144.  For a period of at least three years
following the Registration Date, the Company will use its commercially
reasonable efforts (i) to timely file all reports required to be filed by the
Company after the date hereof under the Securities Act and the Exchange Act
(including the reports pursuant to Section 13(a) or 15(d) of the Exchange Act
referred to in subparagraph (c)(1) of Rule 144) and the rules and regulations
adopted by the Commission thereunder), and (ii) if the Company is not required
to file reports pursuant to such sections, it will prepare and furnish to the Eligible Sellers and make
publicly available in accordance with Rule 144(c) such information as is
required for the Eligible Sellers to sell
Common Shares under Rule 144, all to the extent required from time to time to
enable the Eligible Sellers to sell Common
Shares without registration under the Securities Act within the limitation of
the exemptions provided by Rule 144.


11.             
Miscellaneous.    


(a)             
Governing Law.  This Agreement and all documents relating hereto
shall be governed by, and construed in accordance with, the domestic laws of
the State of New York without giving effect to any choice or conflict of law
provision or rule (whether of the State of New York or any other jurisdiction)
that would cause the application of the laws of any jurisdiction other than the
State of New York.


(b)            
Successors and Assigns.  This
Agreement is binding upon and shall inure to the benefit of the parties hereto
and their respective successors and assigns.


(c)             
Complete Agreement.   


(i)                
This Agreement contains the
complete agreement between the parties hereto with respect to the transactions
contemplated hereby and supersedes all prior agreements and understandings
between the parties hereto with respect to the subject matter of this Agreement. 



(ii)              
Within 14 calendar days from the
date hereof, certain accredited investors with accounts at Union Bank of
Switzerland as disclosed to the Stockholders may subscribe for units of
securities of the Company consisting of Common Shares and warrants to purchase
Common Shares and may be added to and enter into this Agreement by signing
additional signature pages hereto. Such persons shall be Stockholders and
Eligible Sellers, as applicable, as from the date of their signature pages and
shall be parties to this Agreement for all purposes as of such date and Exhibit
A shall be amended accordingly.


(d)            
Amendment.  This Agreement may be amended or modified only by
an instrument in writing duly executed by the Company and (i) holders of a majority of the then outstanding Registrable
Securities held by Greywolf or (ii) if Greywolf does not hold any Registrable
Securities, the holders of a majority of the then outstanding Registrable
Securities held by Eligible Sellers. 


(e)             
Notices.  Any notice or other communication provided for
herein or given hereunder to a party hereto must be in writing and are deemed
duly delivered (i) when sent by facsimile transmission (electronically
confirmed), (ii) when delivered if delivered in person, (iii) when received or
rejected by the addressee, if mailed by first class registered or certified
mail, postage prepaid, return receipt requested, or sent by Federal Express or
other overnight courier of national reputation or (iv) when sent by electronic
mail, in each case addressed and marked to the attention of the party’s name
set forth 











	

  9


  











 










 








 








on the first page of the Subscription
Agreement or to such other address with respect to a party as such party
notifies the other in writing as above provided.


(f)             
Counterparts.  This
Agreement may be executed in two or more counterparts (including facsimile and
other electronically transmitted counterparts), each of which will be deemed an
original but all of which will constitute but one instrument.


(g)             
Severability.  Any
term or provision of this Agreement that is invalid or unenforceable in any
jurisdiction will, as to that jurisdiction, be ineffective to the extent of
such invalidity or unenforceability without rendering invalid or unenforceable
the remaining terms and provisions of this Agreement or affecting the validity
or enforceability of any of the terms or provisions of this Agreement in any
other jurisdiction.  If any provision of this Agreement is so broad as to be
unenforceable, the provision will be interpreted to be only so broad as is
enforceable.


(h)            
Waiver.  The parties may (i) extend the time for
the performance of any of the obligations or other acts of the parties hereto,
or (ii) waive compliance with any of the agreements or conditions contained
herein, to the extent permitted by applicable Law.  Any agreement to any such
extension or waiver will be valid only if set forth in a writing signed on
behalf of the party or parties against whom the waiver or extension is to be
effective; provided, however, that a waiver as to all Eligible Sellers under his
Agreement may be granted with the consent of holders of a majority of the then
outstanding Registrable Securities held by Greywolf (or, if Greywolf does not
hold any Registrable Securities, the holders of a majority of the then
outstanding Registrable Securities held by Eligible Sellers).


(i)              
Jurisdiction.  The Company and each Eligible Seller
submits to the exclusive jurisdiction of any state or federal court sitting in
New York, New York, in any action or proceeding arising out of or relating to
this Agreement and agrees that all claims in respect of the action or
proceeding may be heard and determined in any such court.  Each of the parties
hereto waives any defense of inconvenient forum to the maintenance of any
action or proceeding so brought and waives any bond, surety, or other security
that might be required of any other party with respect thereto.


(j)              
Spousal Joinder.  If the undersigned is an individual,
the undersigned’s spouse shall join in the execution of this Agreement by
executing and delivering to the Company the joinder attached hereto as Exhibit
B to evidence his or her agreement to be bound by the terms of this
Agreement.


(Signature page follows)


 




















	

  10


  











 










 








 








IN WITNESS
WHEREOF, the parties have duly executed this Agreement as of the date first
written above.


                                                                                    GOLD
RESERVE INC.


/s/
Mary E. Smith                                             


Name:
 Mary E. Smith


Title:    Vice President Administration and Secretary


 












[Signature page to Registration Rights Agreement]










 







 



STOCKHOLDERS: 


GCOF EUROPE S.À R.L.


 


/s/ Paul Clarke                                                 


Name: Paul Clarke


Title:    Manager A


 


/s/ Joan Lederer                                                           


Name: Joan Lederer


Title:    Manager B


 


 


GCP EUROPE S.À R.L.


 


/s/ Paul Clarke                                                   


Name: Paul Clarke


Title: Manager A


 


/s/ Joan Lederer                                                           


Name: Joan Lederer


Title:    Manager B


 


 


Greywolf Capital Partners II LP


 


/s/ William Troy                                               


Name: William Troy


Title:    Authorized Signatory


 


Greywolf Capital Overseas Master Fund


 


/s/ William Troy                                               


Name: William Troy


Title:    Authorized Signatory


 


 


Greywolf Capital Overseas Fund II


 


 


/s/ William Troy                                               


Name: William Troy


Title:    Authorized Signatory


 


 








	

   12






 









 









 








EXHIBIT A


 


STOCKHOLDER INFORMATION


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 












 










 








 








 


EXHIBIT B


 


FORM OF JOINDER


 


            Pursuant to Section 7 of the Registration
Rights Agreement dated August __, 2013 (the “Agreement”) among Gold
Reserve Inc., a corporation existing under the laws of the Yukon Territory,
Canada (the “Company”),  the parties set
forth on Exhibit A attached thereto (each a “Stockholder”
and collectively, the “Stockholders”), and any other Eligible
Seller (as defined in the Agreement), the undersigned Eligible Seller and the
undersigned Permitted Transferee, as those terms and any other capitalized
terms used but not defined herein are defined in the Agreement, hereby agree as
follows:


 


1)     
Such Eligible Seller hereby
assigns its rights under the Agreement to such Permitted Transferee solely in
respect of the Registrable Securities identified on the signature page hereto;
provided, however, such Eligible Seller remains otherwise subject to the terms
and conditions of and remains liable for any and all of its obligations under,
the Agreement, to the extent of any such obligations it had at the time of
transfer, e.g. pre-existing indemnity obligations; 


 


2)     
Such Permitted Transferee hereby
accepts such assignment and agrees to become a party to, and be subject to, the
terms and conditions of the Agreement; and


 


3)     
Pursuant to Section 7 of
the Agreement, such Eligible Seller and such Permitted Transferee hereby
request that the Company file an amendment or supplement to the Registration
Statement (or, as appropriate, to the prospectus included therein) to register
sales of the Registrable Securities identified below by such Permitted
Transferee. 


 


 


(Signature page follows)
















 










 








 








The undersigned
have duly executed this joinder on this ___ day of ___________, 20__.


Eligible Seller:






[___________________________]


                                                                                     


                                                 

_____________________________________ 


Name:
 


Title:
   


 


 


Permitted Transferee:                         


[___________________________]


 


______________________________________        

Name:   


Title:
   


 


Address:


                                                                          


                                                                                                                                                              


                                                                                                                                                        


                                                                              Email:                                                               


                   


                   


                                                                              Registrable
Securities:


 


                                                                                             Common
Shares


 


 


 
















[Signature page to Form of Joinder]










 








 








EXHIBIT C


JOINDER OF SPOUSE


 


 


In
consideration of good and valuable consideration paid to the undersigned, the
adequacy and receipt of which are hereby acknowledged, the undersigned
____________________________________, spouse of
_____________________________________, who has subscribed for the purchase of
Unit(s) in the company and executed the foregoing Agreement, hereunto
subscribes his or her name in evidence of his or her agreement and consent to
be bound by the terms of the Agreement including without limitation, the
irrevocable granting of powers of attorney to his or her spouse, with respect
to any community property interest he or she may have in the equity capital of
the Company.


 


 


Dated:                                                                                                                                                     


Signature
of Spouse