Exhibit
10.1


 


REGISTRATION RIGHTS
AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 22,
2010 by and among GOLDEN MINERALS COMPANY, a Delaware corporation (the “Company”), and SENTIENT GLOBAL RESOURCES FUND
III, L.P., a Cayman Islands exempted limited partnership, and SGRF III PARALLEL
I, L.P., a Cayman Islands exempted limited partnership (the “Buyers”).


 


RECITALS


 


A.            In connection
with the Subscription Agreement by and between the Company and Buyers dated October 22,
2010 (the “Subscription Agreement”),
the Company has agreed, upon the terms and subject to the conditions of the
Subscription Agreement, to issue and sell to Buyers and Buyers have agreed to
purchase, shares of the Company’s authorized but unissued Common Stock (the “Shares”).


 


B.            To induce Buyers to execute
and deliver the Subscription Agreement, the Company has agreed to provide
certain registration rights under the U.S. Securities Act of 1933, as amended,
and the rules and regulations thereunder, and applicable state securities
laws.


 


NOW, THEREFORE, in consideration of the recitals and the mutual
promises, representations, warranties, and covenants set forth in this
Agreement and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties agree as follows:


 


AGREEMENT


 


SECTION 1.         Definitions.


 


In addition to the terms that are defined
elsewhere in this Agreement, the following terms shall have the following
meanings:


 


“Affiliate” with
respect to any specified person, has the meaning specified in Rule 144.


 


“Common Stock” means the Company’s common stock, par value
$0.01 per share.


 


“Deferral Notice”
has the meaning specified in Section 3(d) hereof.


 


“Deferral Period”
has the meaning specified in Section 3(d) hereof.


 


“Effectiveness Deadline
Date” has the meaning specified in Section 2(a) hereof.


 


“Effectiveness Period”
means the period commencing on the date the Registration Statement becomes
effective and ending on the date that all Registrable Securities have ceased to
be Registrable Securities.


 

















 


“Exchange Act”
means the United States Securities Exchange Act of 1934, as amended, and the rules and
regulations of the SEC promulgated thereunder.


 


“Filing Deadline Date”
has the meaning specified in Section 2(a) hereof.


 


“Holder” means Buyers,
any transferee or assignee thereof to whom Buyers assign their rights under
this Agreement and who agrees to become bound by the provisions of this
Agreement in accordance with Section 8(a) and any transferee or
assignee thereof to whom a transferee or assignee assigns its rights under this
Agreement and who agrees to become bound by the provisions of this Agreement in
accordance with Section 8(a).


 


“Initial Resale
Registration Statement” has the meaning specified in Section 2(a) hereof.


 


“Material Event”
has the meaning specified in Section 3(d) hereof.


 


“Notice and Questionnaire”
means a written notice delivered to the Company containing substantially the
information called for by the Selling Securityholder Notice and Questionnaire
attached as Annex A to this Agreement.


 


“Notice Holder”
means on any date, any Holder that has delivered a Notice and Questionnaire to
the Company on or prior to such date.


 


“Prospectus”
means the prospectus included in any Registration Statement (including, without
limitation, a prospectus that discloses information previously omitted from a
prospectus filed as part of an effective registration statement in reliance
upon Rule 415 promulgated under the Securities Act), as amended or
supplemented by any amendment or prospectus supplement, including
post-effective amendments, and all materials incorporated by reference or
explicitly deemed to be incorporated by reference in such Prospectus.


 


“Registrable
Securities” means the Shares issued to Buyers under the Subscription
Agreement (including the Initial Shares and the Subsequent Shares, as such
terms are defined in the Subscription Agreement) and any security issued with
respect thereto upon any stock dividend, split, merger or similar event until,
in the case of any such security, the earlier of (i) the sale of such
security pursuant to Rule 144 under the Securities Act or pursuant to an
effective registration statement registering such security for resale, or (ii) the
first date on which the Registrable Securities may be sold pursuant to Rule 144
without being subject to the volume restrictions set forth in Rule 144(e).


 


“Registration Statement”
means any registration statement of the Company that covers any of the
Registrable Securities pursuant to the provisions of this Agreement, including
the Prospectus, amendments and supplements to such registration statement,
including post-effective amendments, all exhibits, and all materials
incorporated by reference or explicitly deemed to be incorporated by reference
in such registration statement.


 


“Resale Registration
Statement” means the Initial Resale Registration Statement and any
Subsequent Resale Registration Statements.


 


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“Rule 144”
means Rule 144 under the Securities Act, as such Rule may be amended
from time to time, or any similar or successor rule or regulation
hereafter adopted by the SEC having substantially the same effect as such Rule.


 


“SEC” means the
United States Securities and Exchange Commission and any successor agency.


 


“Securities Act”
means the United States Securities Act of 1933, as amended, and the rules and
regulations promulgated by the SEC thereunder.


 


“Shares” has the
meaning set forth in the Recitals.


 


“Subscription Agreement”
has the meaning set forth in the Recitals.


 


“Subsequent Resale
Registration Statement” has the meaning specified in Section 2(b) hereof.


 


SECTION 2.         Resale Registration.


 


(a)           The Company shall prepare and file or cause to be
prepared and filed with the SEC no later than March 31, 2011 (the “Filing Deadline Date”) a Registration Statement (the “Initial Resale Registration Statement”) registering the
resale from time to time by Buyers of all of the Registrable Securities. The
Initial Resale Registration Statement shall be on Form S-3 or another
appropriate form permitting registration of such Registrable Securities for
resale by Buyers in accordance with the methods of distribution set forth in
the Initial Resale Registration Statement. The Company shall use its
commercially reasonable efforts to promptly respond to comments from the SEC
regarding the Initial Resale Registration Statement, to cause the Initial
Resale Registration Statement to be declared effective under the Securities Act
no later than June 30, 2011 (the “Effectiveness Deadline
Date”), and to keep the Initial Resale Registration Statement (or
any Subsequent Resale Registration Statement) continuously effective under the
Securities Act until the expiration of the Effectiveness Period.


 


(b)           If the Initial Resale Registration Statement or any
Subsequent Resale Registration Statement ceases to be effective for any reason
at any time during the Effectiveness Period, the Company shall use its
commercially reasonable efforts to obtain the prompt withdrawal of any order
suspending the effectiveness thereof, and in any event shall within thirty (30)
days of such cessation of effectiveness amend the Resale Registration Statement
in a manner reasonably expected by the Company to obtain the withdrawal of the
order suspending the effectiveness thereof, or file an additional Resale
Registration Statement covering all of the securities that as of the date of
such filing are Registrable Securities (a “Subsequent Resale
Registration Statement”). If a Subsequent Resale Registration
Statement is filed, the Company shall use commercially reasonable efforts to
cause the Subsequent Resale Registration Statement to become effective as
promptly as is reasonably practicable after such filing or, if filed during a
Deferral Period, after the expiration of such Deferral Period, and to keep such
Registration 


 


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Statement (or Subsequent Resale Registration
Statement) continuously effective until the end of the Effectiveness Period.


 


(c)           The Company shall supplement and amend the Initial or
any Subsequent Resale Registration Statement if required by the rules,
regulations or instructions applicable to the registration form used by the
Company for such Resale Registration Statement, if required by the Securities
Act.


 


(d)           Each Holder of Registrable Securities agrees that if
such Holder wishes to sell Registrable Securities pursuant to a Resale
Registration Statement and related Prospectus, it will do so only in accordance
with this Section 2(d), Section 3(d) and Section 4. Each
Holder of Registrable Securities wishing to sell Registrable Securities
pursuant to any Resale Registration Statement and related Prospectus agrees to
deliver a Notice and Questionnaire to the Company promptly upon becoming a
Holder and notify the Company of any change in such information at least five (5) business
days prior to the filing of the Initial Resale Registration Statement or
Subsequent Resale Registration Statement, as applicable. From and after the
date the Initial Resale Registration Statement is declared effective, the
Company shall, as promptly as is reasonably practicable after the date a fully
completed and legible Notice and Questionnaire is received by the Company, (i) if
required by applicable law, file with the SEC a post-effective amendment to the
Resale Registration Statement or prepare and, if required by applicable law,
file a supplement to the related Prospectus or a supplement or amendment to any
document incorporated therein by reference or file any other document required
by the SEC so that the Holder delivering such Notice and Questionnaire is named
as a selling security holder in the Resale Registration Statement and the
related Prospectus in such a manner as to permit such Holder to deliver such
Prospectus to purchasers of the Registrable Securities in accordance with
applicable law (other than laws not generally applicable to all Holders of
Registrable Securities wishing to sell Registrable Securities pursuant to the
Resale Registration Statement and related Prospectus) and using the manner of
sale specified in the Notice and Questionnaire, and, if the Company shall file
a post-effective amendment to the Resale Registration Statement, use
commercially reasonable efforts to cause such post-effective amendment to be
declared effective under the Securities Act as promptly as is reasonably
practicable; (ii) provide such Holder copies of any documents filed
pursuant to Section 2(d)(i); and (iii) notify such Holder as promptly
as is reasonably practicable after the effectiveness under the Securities Act
of any post-effective amendment filed pursuant to Section 2(d)(i);
provided, that if such Notice and Questionnaire is delivered during a Deferral
Period, the Company shall so inform the Holder delivering such Notice and
Questionnaire and shall take the actions set forth in clauses (i), (ii) and
(iii) above upon expiration of the Deferral Period in accordance with Section 3(d),
provided, further, that if under applicable law the Company has more than one
option as to the type or manner of making any such filing, the Company will
make the required filing or filings in the manner or of a type that is
reasonably expected to result in the earliest availability of the Prospectus
for effecting resales of Registrable Securities. Notwithstanding anything
contained herein to the contrary, 


 


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the Company shall be under no obligation to
name any Holder that is not a Notice Holder as a selling security holder in any
Registration Statement or related Prospectus; provided, however, that any
Holder that becomes a Notice Holder pursuant to the provisions of this Section 2(d) of
this Agreement (whether or not such Holder was a Notice Holder at the time the
Registration Statement was initially declared effective) shall be named as a
selling security holder in the Registration Statement or related Prospectus
subject to and in accordance with the requirements of this Section 2(d).


 


(e)           If a Registration Statement covering all the
Registrable Securities required to be covered thereby and required to be filed
by the Company pursuant to this Agreement is (A) not filed with the SEC on
or before the Filing Deadline Date (a “Filing Failure”) or (B) not declared effective
by the SEC on or before the Effectiveness Deadline Date (an “Effectiveness Failure”),
then, as liquidated damages to Buyers by reason of any such delay in or
reduction of its ability to sell the Shares (which remedy shall be the exclusive
remedy for any Filing Failure or Effectiveness Failure (each, a “Failure”)), the Company shall pay to Buyers an amount equal
to 1.0% of the aggregate purchase price paid by Buyers for the Shares for every
thirty (30) days following the Filing Deadline Date that the Registration
Statement is not filed (in the case of a Filing Failure) and for every thirty
(30) days following the Effectiveness Deadline Date that the Registration
Statement is not effective (in the case of an Effectiveness Failure), as the case
may be, on a per diem basis (the “Liquidated Damages”); provided, however, that
the maximum Liquidated Damages payable to Buyers under this Section 2(e) shall
not exceed 3.0% of the aggregate purchase price of the Shares.  Liquidated Damages, if any, shall be paid by
the Company within ten (10) days following the end of each thirty (30) day
period (or shorter period, if applicable) for which Liquidated Damages are
payable.  The Company shall pay interest
on Liquidated Damages not paid when due at a rate of interest equal to fifteen
percent (15.0%) per annum.  In the event
a Registration Statement is filed but is withdrawn by the Company prior to
being declared effective by the SEC, then such Registration Statement will be
deemed to have not been filed for the purpose of this Section 2(e).


 


SECTION 3.         Registration Procedures.


 


In connection with the registration obligations
of the Company under Section 2 hereof, the Company shall:


 


(a)           Prepare and file with the SEC such amendments and
post-effective amendments to each Registration Statement as may be necessary to
keep such Registration Statement continuously effective for the applicable
period specified in Section 2(a); cause the related Prospectus to be
supplemented by any required Prospectus supplement, and as so supplemented to
be filed pursuant to Rule 424 (or any similar provisions then in force)
under the Securities Act; and use commercially reasonable efforts to comply
with the provisions of the Securities Act applicable to it with respect to the
disposition of all securities covered by such Registration 


 


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Statement during the Effectiveness Period in
accordance with the intended methods of disposition by the sellers thereof set
forth in such Registration Statement as so amended or such Prospectus as so
supplemented.


 


(b)           Submit to the SEC, within two (2) Business Days
after the Company learns that no review of a particular Registration Statement
will be made by the staff of the SEC or that the staff has no further comments
on a particular Registration Statement, as the case may be, a request for
acceleration of effectiveness of such Registration Statement to a time and date
not later than 48 hours after the submission of such request.


 


(c)           Use commercially reasonable efforts to obtain the
withdrawal of any order suspending the effectiveness of a Registration
Statement or the lifting of any suspension of the qualification (or exemption
from qualification) of any of the Registrable Securities for sale in any
jurisdiction in which they have been qualified for sale, in either case at the
earliest possible moment or, if any such order or suspension is made effective
during any Deferral Period, at the earliest possible moment after the
expiration of such Deferral Period.


 


(d)           Upon (A) the issuance by the SEC of a stop order
suspending the effectiveness of the Resale Registration Statement or the
initiation of proceedings with respect to the Resale Registration Statement
under Section 8(d) or 8(e) of the Securities Act, (B) the
occurrence of any event or the existence of any fact (a “Material
Event”) as a result of which any Registration Statement shall
contain any 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, or any Prospectus shall contain any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading (including, in any such case, as a result of the
non-availability of financial statements), or (C) the occurrence or
existence of any development, event, fact, situation or circumstance relating
to the Company that, in the discretion of the Company, makes it appropriate to
suspend the availability of the Resale Registration Statement and the related
Prospectus, (i) in the case of clause (B) above, subject to the next
sentence, as promptly as is reasonably practicable prepare and file a
post-effective amendment to such Registration Statement or a supplement to the
related Prospectus or any document incorporated therein by reference or file
any other required document that would be incorporated by reference into such
Registration Statement and Prospectus so that such Registration Statement does
not contain any 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, and such Prospectus does not contain any untrue
statement of a material fact or omit to state any material fact necessary to
make the statements therein, in the light of the circumstances under which they
were made, not misleading, as thereafter delivered to the purchasers of the
Registrable Securities being sold thereunder, and, in the case of a
post-effective amendment to a Registration Statement, subject to the next
sentence, use commercially reasonable efforts to cause it to be 


 


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declared effective as promptly as is reasonably
practicable, and (ii) give notice (via facsimile, telephone or electronic
mail followed by a written notice by internationally recognized overnight
courier) to the Notice Holders that the availability of the Resale Registration
Statement is suspended (a “Deferral Notice”)
and, upon receipt of any Deferral Notice, each Notice Holder agrees not to sell
any Registrable Securities pursuant to the Registration Statement until such
Notice Holder’s receipt of copies of the supplemented or amended Prospectus
provided for in clause (i) above, or until it is advised in writing by the
Company that the Prospectus may be used, and has received copies of any
additional or supplemental filings that are incorporated or deemed incorporated
by reference in such Prospectus. The Company will use commercially reasonable
efforts to ensure that the use of the Prospectus may be resumed (x) in the
case of clause (A) above, as promptly as is reasonably practicable, (y) in
the case of clause (B) above, as soon as, in the sole reasonable judgment
of the Company, public disclosure of such Material Event would not be
prejudicial to or contrary to the interests of the Company or, if necessary to
avoid unreasonable burden or expense, as soon as reasonably practicable
thereafter and (z) in the case of clause (C) above, as soon as, in
the reasonable discretion of the Company, such suspension is no longer
appropriate. The period during which the availability of the Registration
Statement and any Prospectus is suspended (the “Deferral
Period”) is not to exceed (i) 20 consecutive days at any one
time; (ii) 30 days in the aggregate in any three-month period; or (iii) 60
days in the aggregate during any 12-month period, or as otherwise required by
applicable regulatory authority; provided that, the number of days the Company
is required to keep the Registration Statement effective shall be extended by
the number of days equal to the aggregate Deferral Period(s). The first day of
any Deferral Period must be at least two (2) trading days after the last
day of any prior Deferral Period.


 


(e)           During the Effectiveness Period (except during such
periods that a Deferral Notice is outstanding and has not been revoked),
deliver to each Notice Holder in connection with any sale of Registrable
Securities pursuant to a Registration Statement, without charge, as many copies
of the Prospectus or Prospectuses relating to such Registrable Securities and
any amendment or supplement thereto as such Notice Holder may reasonably
request; and the Company hereby consents (except during such periods that a
Deferral Notice is outstanding and has not been revoked) to the use of such
Prospectus or each amendment or supplement thereto by each Notice Holder in
connection with any offering and sale of the Registrable Securities covered by
such Prospectus or any amendment or supplement thereto in the manner set forth
therein.


 


(f)            Subject to Section 3(d), prior to any public
offering of the Registrable Securities pursuant to the Resale Registration
Statement, use commercially reasonable efforts to register or qualify or
cooperate with the Notice Holders in connection with the registration or
qualification (or exemption from such registration or qualification) of such
Registrable Securities for offer and sale under the securities or Blue Sky laws
of such jurisdictions within the United States as any Notice Holder reasonably
requests in writing (which request may be included in the 


 


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Notice and Questionnaire), it being agreed that
no such registration or qualification will be made unless so requested; prior
to any public offering of the Registrable Securities pursuant to the Resale
Registration Statement, use commercially reasonable efforts to keep each such
registration or qualification (or exemption therefrom) effective during the
Effectiveness Period in connection with such Notice Holder’s offer and sale of
Registrable Securities pursuant to such registration or qualification (or
exemption therefrom) and do any and all other acts or things necessary to
enable the disposition in such jurisdictions of such Registrable Securities in
the manner set forth in the relevant Registration Statement and the related
Prospectus; provided, that the Company will not be required to (i) qualify
as a foreign corporation or as a dealer in securities in any jurisdiction where
it is not otherwise qualified or (ii) take any action that would subject
it to general service of process in suits or to taxation in any such
jurisdiction where it is not then so subject.


 


SECTION 4.         Holder’s Obligations.


 


Each Holder agrees, by acquisition of the
Registrable Securities, that no Holder of Registrable Securities shall be
entitled to sell any of such Registrable Securities pursuant to a Registration
Statement or to receive a Prospectus relating thereto, unless such Holder has
furnished the Company with a properly completed Notice and Questionnaire as
required pursuant to this Section 4 (including the information required to
be included in such Notice and Questionnaire) and the information set forth in
the next sentence. Each Holder agrees to deliver a Notice and Questionnaire to
the Company promptly upon becoming a Holder and notify the Company of any
change in such information at least five (5) business days prior to the
filing of the Initial Resale Registration Statement or Subsequent Resale
Registration Statement, as applicable. 
Each Notice Holder agrees promptly to furnish to the Company in writing
all information required to be disclosed in order to make the information
previously furnished to the Company by such Notice Holder not misleading, any
other information regarding such Notice Holder and the distribution of such
Registrable Securities as may be required to be disclosed in the Registration
Statement under applicable law or pursuant to SEC comments and any information
otherwise required by the Company to comply with applicable law or regulations.
Each Holder further agrees, following termination of the Effectiveness Period,
to notify the Company, within ten (10) Business Days of a request, of the
amount of Registrable Securities sold pursuant to the Registration Statement
and, in the absence of a response, the Company may assume that all of the
Holder’s Registrable Securities were so sold.


 


SECTION 5.         Registration Expenses.


 


The Company shall bear all fees and expenses
incurred in connection with the performance by the Company of its obligations
under Sections 2 and 3 of this Agreement whether or not any of the Registration
Statements are declared effective. Such fees and expenses shall include,
without limitation, (i) all registration and filing fees (including,
without limitation, fees and expenses (x) with respect to filings required
to be made with the Toronto Stock Exchange and the NYSE Amex (or such U.S.
national securities exchange on which the Common Stock is then listed) and (y) of
compliance with U.S. federal and state securities or “Blue Sky” laws to the
extent such filings or compliance are required pursuant to this Agreement
(including, without limitation, 


 


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reasonable fees and disbursements of the
counsel specified in the next sentence in connection with Blue Sky
qualifications of the Registrable Securities under the laws of such
jurisdictions as the Notice Holders of a majority of the Registrable Securities
being sold pursuant to a Registration Statement may designate)), (ii) printing
expenses, (iii) duplication expenses relating to copies of any Registration
Statement or Prospectus delivered to any Holders hereunder, and (iv) fees
and disbursements of counsel for the Company in connection with the Resale
Registration Statement, provided, however, that the Company shall not be
responsible for any brokers’ fees, commissions or discounts in connection with
the sale of Registrable Securities or the fees and expenses of legal counsel
for the Holders.


 


SECTION 6.         Information Requirements.


 


The Company covenants that, if at any time
before the end of the Effectiveness Period the Company is not subject to the
reporting requirements of the Exchange Act, it will cooperate with any Holder
of Registrable Securities and take such further reasonable action as any Holder
of Registrable Securities may reasonably request in writing (including, without
limitation, making such reasonable representations as any such Holder may
reasonably request), all to the extent required from time to time to enable
such Holder to sell Registrable Securities without registration under the
Securities Act within the limitations of Rule 144 under the Securities Act
and customarily taken in connection with sales pursuant to such exemptions.
Upon the written request of any Holder of Registrable Securities, the Company
shall deliver to such Holder a written statement as to whether it has complied
with the filing requirements of Rule 144.


 


SECTION 7.         Indemnification and Contribution.


 


(a)           The Company agrees to indemnify and hold harmless each
Holder of Registrable Securities covered by the Resale Registration Statement,
the directors, officers, employees, Affiliates and agents of each such Holder
and each person who controls any such Holder within the meaning of either the
Securities Act or the Exchange Act against any and all losses, claims, damages
or liabilities, joint or several, to which they or any of them may become
subject under the Securities Act, the Exchange Act or other federal or state
statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Resale Registration Statement or in any
amendment thereof, in each case at the time such became effective under the
Securities Act, or in any preliminary Prospectus or the Prospectus, or in any
amendment thereof or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein (in the case of any
preliminary Prospectus or the Prospectus, in the light of the circumstances
under which they were made) not misleading, and agrees to reimburse each such
indemnified party, as incurred, for any legal or other expenses reasonably
incurred by it in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that the Company will
not be liable in any such case to the extent that any such loss, claim, damage
or liability arises out of or is based upon any such untrue statement 


 


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or alleged untrue statement or omission or
alleged omission made therein in reliance upon and in conformity with written
information furnished to the Company by or on behalf of the party claiming
indemnification specifically for inclusion therein. This indemnity shall be in
addition to any liability that the Company may otherwise have.


 


(b)           Each Holder of securities covered by the Resale
Registration Statement severally and not jointly agrees to indemnify and hold
harmless the Company, each of its directors, each of its officers who signs the
Resale Registration Statement and each person who controls the Company within
the meaning of either the Securities Act or the Exchange Act, to the same
extent as the foregoing indemnity from the Company to each such Holder, but
only with reference to information relating to such Holder furnished to the
Company by or on behalf of such Holder specifically for inclusion in the
documents referred to in the foregoing indemnity. This indemnity agreement
shall be acknowledged by each Notice Holder that is not the Buyers in such
Notice Holder’s Notice and Questionnaire and shall be in addition to any
liability that any such Notice Holder may otherwise have.


 


(c)           Promptly after receipt by an indemnified party under
this Section 7 of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 7, notify the indemnifying party in
writing of the commencement thereof; but the failure so to notify the
indemnifying party (i) will not relieve it from liability under paragraph (a) or
(b) above unless such failure results in the forfeiture by the
indemnifying party of substantial rights and defenses or otherwise materially
prejudices the indemnifying party; and (ii) will not, in any event,
relieve the indemnifying party from any obligations to any indemnified party
other than the indemnification obligation provided in paragraph (a) or (b) above.
The indemnifying party shall be entitled to appoint counsel (including local
counsel) of the indemnifying party’s choice at the indemnifying party’s expense
to represent the indemnified party in any action for which indemnification is
sought (in which case the indemnifying party shall not thereafter be
responsible for the fees and expenses of any separate counsel, other than local
counsel if not appointed by the indemnifying party, retained by the indemnified
party or parties except as set forth below); provided, however, that such
counsel shall be reasonably satisfactory to the indemnified party.
Notwithstanding the indemnifying party’s election to appoint counsel (including
one local counsel) to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel (including
local counsel), and the indemnifying party shall bear the reasonable fees,
costs and expenses of such separate counsel if (i) the use of counsel
chosen by the indemnifying party to represent the indemnified party would
present such counsel with a conflict of interest; (ii) the actual or
potential defendants in, or targets of, any such action include both the
indemnified party and the indemnifying party and the indemnified party shall
have reasonably concluded that there may be legal defenses available to it
and/or other indemnified parties that are different from or additional to those
available to the indemnifying party; (iii) the indemnifying party shall
not have employed 


 


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counsel reasonably satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of the institution of such action; or (iv) the indemnifying
party shall authorize the indemnified party to employ separate counsel at the
expense of the indemnifying party. An indemnifying party will not, without the
prior written consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any pending or threatened
claim, action, suit or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not the indemnified parties
are actual or potential parties to such claim or action) unless such
settlement, compromise or consent includes an unconditional release of each
indemnified party from all liability arising out of such claim, action, suit or
proceeding.


 


(d)           If the indemnification to which an indemnified party
is entitled under this Section 7 is for any reason unavailable to or
insufficient although applicable in accordance with its terms to hold harmless
an indemnified party in respect of any losses, liabilities, claims, damages or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, in such proportion as is
appropriate to reflect the relative fault of the indemnifying party or parties
on the one hand and of the indemnified party on the other hand in connection
with the statements or omissions which resulted in such losses, liabilities,
claims, damages or expenses, as well as any other relevant equitable
considerations.


 


The relative fault of the Company on the one
hand and the Holders of the Registrable Securities on the other hand shall be
determined by reference to, among other things, whether any such untrue or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by the Company or by the
Holder of the Registrable Securities and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.


 


The parties hereto agree that it would not be
just and equitable if contribution pursuant to this Section 7(d) were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to above in this
Section 7(d). The aggregate amount of losses, liabilities, claims,
damages, and expenses incurred by an indemnified party and referred to above in
this Section 7(d) shall be deemed to include any out-of-pocket legal
or other expenses reasonably incurred by such indemnified party in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged
untrue statement or omission or alleged omission.


 


Notwithstanding the provisions of this Section 7,
no Holder of any Registrable Securities shall be required to indemnify or
contribute any amount in excess of 


 


11

















 


the amount by which the proceeds received from
the sale of the Registrable Securities by such Holder of Registrable Securities
exceeds the amount of any damages that such Holder of Registrable Securities
has otherwise been required to pay by reason of such untrue or alleged untrue
statement or omission or alleged omission.


 


No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.


 


For purposes of this Section 7(d), each
person, if any, who controls Buyers or any Holder of Registrable Securities
within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act shall have the same rights to contribution as Buyers or
such Holder, and each person, if any, who controls the Company within the
meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act shall have the same rights to contribution as the Company.


 


(e)           The provisions of this Section 7 shall remain in
full force and effect, regardless of any investigation made by or on behalf of
any Holder or the Company or any of the indemnified persons referred to in this
Section 7, and shall survive the sale by a Holder of Registrable
Securities covered by the Resale Registration Statement.


 


SECTION 8.         Miscellaneous


 


(a)           Successors
and Assigns.  Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto without the prior written consent of the other parties.  Subject to the preceding sentence, this
Agreement shall be binding upon, inure to the benefit of, and be enforceable
by, the parties and their respective permitted successors and assigns.  If any permitted transferee of any Holder
shall acquire Registrable Securities, such Registrable Securities shall be
subject to all of the terms of this Agreement and by taking and holding such
Registrable Securities such person shall be conclusively deemed to have agreed
to be bound by and to perform all of the terms and provisions of this
Agreement.  Nothing in this Agreement is
intended to confer upon any party other than the parties hereto or their
respective permitted successors and assigns any rights, remedies, obligations,
or liabilities under or by reason of this Agreement, except as expressly
provided in this Agreement.


 


(b)           Notices. Unless otherwise provided herein, any notice,
request, waiver, instruction, consent or document or other communication
required or permitted to be given by this Agreement shall be effective only if
it is in writing and (i) delivered by hand or sent by certified mail,
return receipt requested, (ii) if sent by a nationally-recognized
overnight delivery service with delivery confirmed, or (iii) if sent by
facsimile (or other similar electronic means), with receipt confirmed as
follows:


 


12

















 


	
  Company:

  	
  Golden
  Minerals Company

  
	
   

  	
  350
  Indiana Street, Suite 800

  
	
   

  	
  Golden,
  Colorado 80401

  
	
   

  	
  Attn:
  President

  
	
   

  	
  Fax:
  (303) 839-5907

  
	
   

  	
   

  
	
  with a copy to:

  	
  Davis
  Graham & Stubbs LLP

  
	
   

  	
  1550
  17th Street, Suite 500

  
	
   

  	
  Denver,
  Colorado 80202

  
	
   

  	
  Attn:
  Deborah J. Friedman

  
	
   

  	
  Fax:
  (303) 892-7400

  
	
   

  	
   

  
	
  Buyers:

  	
  Sentient
  Global Resources Fund III, LP

  
	
   

  	
  SGRF
  III Parallel I, LP

  
	
   

  	
  Landmark
  Square, 1st Floor, 64 Earth Close, West Bay Beach South

  
	
   

  	
  PO
  Box 10795

  
	
   

  	
  George
  Town, Grand Cayman KY1-1007

  
	
   

  	
  CAYMAN
  ISLANDS

  
	
   

  	
  Attention: Sue Bjuro —
  Office Manager

  
	
   

  	
   

  
	
  with a copy to:

  	
  Quinn & Brooks, LLP

  
	
   

  	
  c/o Gregory A. Smith

  
	
   

  	
  9800 Mt. Pyramid Ct., Suite 400

  
	
   

  	
  Englewood,
  Colorado 80112

  



 


The
parties shall promptly notify each other of any change in their respective
addresses or facsimile numbers or of the individual or entity or office to
receive notices, requests or other communications under this
Section 8(b).  All notices shall be
deemed to have been given (i) if personally delivered or sent by certified
mail, as of the date when so delivered, (ii) if sent by
nationally-recognized overnight delivery service, two days after mailing, or (iii) if
sent by facsimile (or other similar electronic means) as of the date sent, if
during normal business hours of the recipient, and otherwise on the next
business day.


 


(c)           Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given,
without the written consent of the Company and the Holders of a majority of the
then outstanding Registrable Securities. Notwithstanding the foregoing, a
waiver or consent to depart from the provisions hereof with respect to a matter
that relates exclusively to the rights of Holders of Registrable Securities
whose securities are being sold pursuant to a Registration Statement and that
does not directly or indirectly affect the rights of other Holders of
Registrable Securities may be given by Holders of at least a majority of the
Registrable Securities being sold by such Holders pursuant to such Registration
Statement; provided, that the provisions of this sentence may not be amended,
modified, or supplemented


 


13

















 


except in accordance with the provisions of the
immediately preceding sentence. Each Holder of Registrable Securities
outstanding at the time of any such amendment, modification, supplement, waiver
or consent or thereafter shall be bound by any such amendment, modification,
supplement, waiver or consent effected pursuant to this Section 8(c),
whether or not any notice, writing or marking indicating such amendment,
modification, supplement, waiver or consent appears on the Registrable
Securities or is delivered to such Holder.


 


(d)           Severability.  Any term or provision of
this Agreement that is held by a court of competent jurisdiction or other
authority to be invalid, void or unenforceable in any situation in any
jurisdiction shall not affect the validity or enforceability of the remaining
terms and provisions hereof or the validity or enforceability of the offending
term or provision in any other situation or in any other jurisdiction.  If the final judgment of a court of competent
jurisdiction or other authority declares that any term or provision hereof is
invalid, void or unenforceable, the parties agree that the court making such
determination shall have the power to reduce the scope, duration, area or
applicability of the term or provision, to delete specific words or phrases, or
to replace any invalid, void or unenforceable term or provision with a term or
provision that is valid and enforceable and that comes closest to expressing
the intention of the invalid or unenforceable term or provision.


 


(e)           Governing
Law.  This Agreement shall be
governed by and construed in accordance with the internal laws (as opposed to
the conflicts of law provisions) of the State of Colorado.


 


(f)            Submission
to Jurisdiction.  The parties
hereby submit to the non-exclusive jurisdiction of any court of the State of
Colorado or the United States District Court for the District of Colorado for
the purpose of any suit, action, or other proceeding arising out of this
Agreement, and waive any and all objections to jurisdiction that they may have
under the laws of the State of Colorado or the United States and any claim or
objection that any such court is an inconvenient forum.


 


(g)           Entire
Agreement.  This Agreement
constitutes the full and entire understanding and agreement between the parties
with regard to the subjects hereof and thereof.


 


(h)           Counterparts.  This Agreement may be
executed in two or more counterparts (including by facsimile or similar means
of electronic communication), each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.


 


(i)            Specific
Performance.  Buyers and the Company each agree that
irreparable damage would occur in the event that any of the provisions of this
Agreement were not performed by them in accordance with the terms hereof and
that each party shall be entitled to specific performance of the terms hereof,
in addition to any other remedy at law or equity.  Each party hereto expressly waives any


 


14

















 


requirement
that any other party hereto obtain any bond or provide any indemnity in
connection with any action seeking injunctive relief or specific enforcement of
the provisions of the Agreement.


 


(j)            Expenses.  All reasonable, documented out-of-pocket costs
and expenses  incurred by the parties in
connection with the negotiation, preparation, execution and delivery of this
Agreement, including the fees, expenses and disbursements of legal counsel and
accountants, shall be paid by the Company. 
Except as otherwise set forth in this Agreement, costs and expenses
incurred by the parties in connection with the performance of its obligations
under this Agreement shall be paid by the party incurring such expenses.  The prevailing party in any litigation or
other proceeding to collect Liquidated Damages pursuant to this Agreement shall
be entitled to collect from the non-prevailing party all reasonable costs and
fees associated with such litigation or proceeding, including reasonable
attorneys’ fees.


 


(k)           Approval of Holders. Whenever the consent or approval of Holders of a
specified percentage of Registrable Securities is required hereunder,
Registrable Securities held by the Company or its Affiliates (other than Buyers
or subsequent Holders of Registrable Securities if such subsequent Holders are
deemed to be such Affiliates solely by reason of their holdings of such
Registrable Securities) shall not be counted in determining whether such
consent or approval was given by the Holders of such required percentage.


 


(l)            Termination. This Agreement and the obligations of the parties
hereunder shall terminate upon the earlier to occur of (i) the expiration
of the Effectiveness Period or (ii) such time as there shall be no
Registrable Securities.


 


* * * * *


 


15

















 


IN WITNESS WHEREOF, the parties have executed
this REGISTRATION RIGHTS AGREEMENT as of the
date first written above.


 


 


	
  GOLDEN MINERALS COMPANY

  
	
   

  
	
   

  
	
  /s/
  Jeffrey G. Clevenger

  	
   

  
	
  Name:

  	
  Jeffrey
  G. Clevenger

  
	
  Title:

  	
  Chief
  Executive Officer and President

  
	
   

  
	
   

  
	
  SENTIENT
  GLOBAL RESOURCES FUND III, LP

  
	
   

  	
   

  
	
  By:

  	
  Sentient GP III, L.P.,
  General Partner

  
	
   

  	
  By:   Sentient Executive GP III, Limited,
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Gregory Link

  	
   

  
	
  Name:

  	
  Gregory Link

  
	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
  SGRF III
  PARALLEL I, L.P.

  
	
   

  	
   

  
	
  By:

  	
  Sentient GP III, L.P.,
  General Partner

  
	
   

  	
  By:   Sentient Executive GP III, Limited,
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Gregory Link 

  	
   

  
	
  Name:

  	
  Gregory Link

  
	
  Title:

  	
  Director