Exhibit 10.1


ALLIED NEVADA GOLD CORP.


NOTICE AND ACKNOWLEDGEMENT


	
  From:

  	
   

  	
  Allied Nevada Gold Corp.

  
	
   

  	
   

  	
  9604 Prototype Court

  
	
   

  	
   

  	
  Reno, Nevada 89521

  
	
   

  	
   

  	
  U.S.A.

  
	
   

  	
   

  	
  Attention: Hal Kirby, CFO

  



 


As announced by press release dated July 12, 2007 of
Allied Nevada Gold Corp. (the “Company”), 
this notice serves to confirm that the Offering, as such term is defined
in the subscription agreement between you and the Company (the “Subscription
Agreement”), has  been amended in the
manner described in the press release, and accordingly, by this notice the
Subscription Agreement shall be deemed 
amended by deleting the terms as set forth on Schedule A (Term Sheet)
opposite “Offering” and “Amount” on the first page thereof and “Participation of Insiders and Fees to Quest”
on the second page thereof and replacing such terms in their entirety as
follows:


	
  Offering:

  	
   

  	
  3,696,000 Units. Each Unit will consist of one
  Common Share and one Common Share purchase warrant.

  
	
   

  	
   

  	
   

  
	
  Amount:

  	
   

  	
  CDN$17,000,000

  
	
   

  	
   

  	
   

  
	
  Participation
  of Insiders and Fees to Quest:

  	
   

  	
  Executive officers of the Company have expressed an
  intention to subscribe for CDN$6,435,400 of the Offering. Robert M. Buchan,
  the Chairman of the Company, has expressed his intention to subscribe for
  CDN$4,002,000 of this amount. Robert Buchan is also the Chairman of Quest
  Securities Corporation which will receive finder’s fees with respect to Units
  sold to persons introduced to the Company by Quest Securities Corporation in
  connection with the Offering.

  



 


Unless you advise otherwise, the Company will proceed
to the closing of your subscription on July 13, 2007 (or as soon as possible
thereafter). We nevertheless would appreciate your acknowledgement of the above
amendments to the Subscription Agreement by signing and returning this notice
and acknowledgement to Global Resource Investments, Ltd. via fax at
760-943-3940 who will forward onto Allied Nevada on your behalf.   


	
  

  	
   

  	
   

  
	
  Name of Subscriber – please print

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Authorized Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Official Capacity or Title, if any (please print)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Authorized Signing Authority (please print)

  	
   

  	
   

  














ALLIED NEVADA GOLD
CORP.


SUBSCRIPTION
AGREEMENT FOR UNITS


TO:                         ALLIED
NEVADA GOLD CORP.


The
Subscriber (as hereinafter defined) hereby irrevocably subscribes for and
agrees to purchase from Allied Nevada Gold Corp. (the “Company”) that number of units of the
Company (the “Units”) set out
below at a price of $4.60  per Unit. 
Each Unit is comprised of one share of the Company’s common stock, par
value $0.001 per share (the “Common Shares”)
and one Common Share purchase warrant (the “Warrants”).  Each 
Warrant is exercisable for one Common Share at an exercise price of $5.75  for 24 months following the Closing Date. The Subscriber
agrees to be bound by the terms and conditions set forth in the attached “Terms
and Conditions of Subscription for Units” including, without limitation, the
representations, warranties and covenants set forth in the applicable schedules
attached thereto. The Subscriber acknowledges that this is a non-brokered
private placement, and that Quest Securities Corporation and Global Resource
Investments Ltd. are acting as finders (together, the “Finders”) and each will
receive a finder’s fee and finder’s warrants as described in the Term Sheet.  The Subscriber further agrees, without
limitation, that the Company may rely upon the Subscriber’s representations,
warranties and covenants contained in such documents.  All amounts
are in Canadian dollars unless otherwise specified.


SUBSCRIPTION
AND SUBSCRIBER INFORMATION


Please
print all information (other than signatures), as applicable, in the space
provided below 


	
  

   

  	
   

  	
   

  Number
  of Units:                                                                       $4.60

  
	
  (Name
  of Subscriber)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Account
  Reference (if applicable):

  	
   

  	
   

  
	
   

  By:

  	
   

  	
  Aggregate
  Subscription Cost:

                                               (the
  “Subscription Amount”)

  
	
  Authorized Signature

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  (Official
  Capacity or Title — if the Subscriber is not an individual)

   

  (Name
  of individual whose signature appears above if different than the name of the
  subscriber printed above.)

   

  (Subscriber’s
  Address, including Municipality and Province/State)

  



   

  (Telephone Number)                           (Email
  Address)

  	
           

  	
  Please
  complete if purchasing as agents or trustee for a principal (beneficial
  purchaser) (a “Disclosed Principal”) and not purchasing as trustee or agents
  for accounts fully managed by it.

                                                                                                      

  (Name
  of Disclosed Principal)

                                                                                                                       

  (Address
  of Disclosed Principal)

                                                                                                      

  (Account
  Reference, if applicable)

  
	
   

  	
   

  	
   

  
	
   

  Account Registration Information:

   

  (Name)

   

  (Account Reference, if applicable)

   

  (Address, including Postal or Zip Code)

   

  	
   

  	
   

  Delivery Instructions as set forth below:

   

  (Name)

   

  (Account Reference, if applicable)

   

  (Address)

   

  (Contact Name)                                         (Telephone
  Number)

  
	
   

  	
   

  	
   

  
	
  Number and kind of securities of the Company held, directly or
  indirectly, if any:

   

   

   

  	
   

  	
   

  



 



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TERMS
AND CONDITIONS OF SUBSCRIPTION FOR 

UNITS


ARTICLE 1 -
INTERPRETATION


1.1                                                                               Definitions


Whenever used in this Subscription Agreement, unless
there is something in the subject matter or context inconsistent therewith, the
following words and phrases shall have the respective meanings ascribed to them
as follows:


 “Business Day” means a day other than a
Saturday, Sunday or any other day on which the principal chartered banks
located in the City of Toronto are not open for business.


“Closing”
shall have the meaning ascribed to such term in Section 4.1.


“Closing Date”
shall have the meaning ascribed to such term in Section 4.1.


“Closing Time”
shall have the meaning ascribed to such term in Section 4.1.


“Common Shares”
means shares of common stock in the capital of the Company.


“Company”
means Allied Nevada Gold Corp. and includes any successor corporations to or of
the Company.


“Disclosed Principal”
shall have the meaning ascribed to such term on the face page of this
Subscription Agreement.


“Exchange Act”
means the United States Securities Exchange Act of 1934, as amended.


“Finders”
means Quest Securities Corporation and Global Resource Investments Ltd.


“Insider”
means (a) a director or senior officer of the Company (or a subsidiary of the
Company), (b) any person who beneficially owns, directly or indirectly, voting
securities of the Company or who exercises control or direction over voting
securities of the Company or a combination of both carrying more than 10% of
the voting rights attached to all voting securities of the Company for the time
being outstanding or (c) an insider of a person described in (a) or (b) above.


“U.S. Accredited Investor”
means an “accredited investor”, as defined in Rule 501(a) of the U.S. Securities
Act.


“Jurisdiction”
means the provinces of Ontario and British Columbia.


“NI 45-106” means
National Instrument 45-106 - Prospectus and
Registration Exemptions of the Canadian Securities Administrators.


“Offering” means
the offering of Units pursuant to this Subscription Agreement.


“person”
means any individual (whether acting as an executor, trustee, administrator,
legal representative or otherwise), corporation, firm, partnership, sole proprietorship,
syndicate, joint venture, trustee, trust, unincorporated organization or
association, and every other form of legal or business entity of whatever
nature or kind, and pronouns have a similar extended meaning.



 2
 









“Public Record”
means the Company’s reports and other disclosure documents filed on EDGAR and
SEDAR (as such terms are defined is Schedule “C”).


“Purchased
Securities” means the Units purchased by the Subscriber pursuant to
this Agreement.


“Registration Statement”
means the registration statement or statements of the Company on Form S-1 (or
such other form as appropriate) that may be filed with the SEC in order to
register, for resale under the U.S. Securities Act, the Common Shares forming
part of the Units and Warrant Shares.


“Regulation D”
means Regulation D under the U.S. Securities Act.


“Regulation S”
means Regulation S under the U.S. Securities Act.


“Rule 144” means
Rule 144 under the U.S. Securities Act.


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


“Securities Laws”
means, as applicable, the securities laws, regulations, rules, rulings and
orders in the Jurisdictions, the applicable policy statements issued by the
securities regulators in the Jurisdictions, the securities laws of the United
States, any applicable States and any jurisdictions outside of Canada and the
United States, the regulations and rules thereunder and the forms prescribed
thereby and the rules of any applicable stock exchange.


“State” means any
one of the 50 states of the United States of America or the District of
Columbia.


“Subscriber”
means the person purchasing the Units as set out on the face page of this
Subscription Agreement and includes, as applicable, each Disclosed Principal
for whom it is acting.


“Subscription
Agreement” means this subscription agreement (including any
schedules hereto) and any instrument amending this Subscription Agreement.


“Subscription Amount”
shall have the meaning ascribed to such term on the face page of this
Subscription Agreement.


“Term Sheet”
means the term sheet attached hereto as Schedule “A”.


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


“Units”
shall have the meaning ascribed to such term on the face page of this
Subscription Agreement.


“U.S. Accredited Investor Status
Certificate” means the certificate attached hereto as
Schedule “C” which is required to be completed by a Subscriber who is resident
in the United States


“U.S. Person”
has the meaning set forth in Rule 902(k) of Regulation S under the U.S.
Securities Act.


“U.S. Securities Act”
means the United States Securities Act of 1933, as amended.


“Warrants” means
the common share purchase warrants of the Company that partly comprise the
Units, as described on the face page hereof.


“Warrant Shares”
means the Common Shares of the Company issuable upon exercise of the Warrants.



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1.2                                                                               Gender
and Number


Words importing the
singular number only shall include the plural and vice versa, words importing
the masculine gender shall include the feminine gender and words importing
persons shall include firms and corporations and vice versa.


1.3                                                                               Currency


Unless otherwise
specified, all dollar amounts in this Subscription Agreement, including the
symbol “$”, are expressed in Canadian dollars.


1.4                                                                               Subdivisions
and Headings


The division of this
Subscription Agreement into Articles, Sections, Schedules and other
subdivisions and the inclusion of headings are for convenience of reference
only and shall not affect the construction or interpretation of this
Subscription Agreement.  The headings in
this Subscription Agreement are not intended to be full or precise descriptions
of the text to which they refer.  Unless
something in the subject matter or context is inconsistent therewith,
references herein to an Article, Section, Subsection, paragraph, clause or
Schedule are to the applicable article, section, subsection, paragraph, clause
or schedule of this Subscription Agreement.


ARTICLE 2 -
SCHEDULES


2.1                                                                               Description
of Schedules


The following are the
Schedules attached to and incorporated in this Subscription Agreement by
reference and deemed to be a part hereof:




	
  Schedule “A”

  	
   

  	
  —

  	
   

  	
  Term Sheet

  
	
  Schedule “B”

  	
   

  	
  —

  	
   

  	
  Accredited Investor Status Certificate

  
	
  Schedule “C”

  	
   

  	
  —

  	
   

  	
  U.S. Accredited Investor Status Certificate

  






 


ARTICLE 3-
SUBSCRIPTION AND DESCRIPTION OF UNITS


3.1                                                                               Subscription
for Units


The Subscriber hereby
confirms its subscription for and offer to purchase the Units from the Company,
on and subject to the terms and conditions set out in this Subscription
Agreement, for the Subscription Amount, which is payable as described in
Article 4 hereto.


3.2                                                                               Creation
and Issuance of Units and Registration Statement Requirement


The Units shall be created and
issued by the Company and evidenced by Common Share and Warrant certificates to
be dated as of the Closing Date.  The
Term Sheet, a copy of which is attached hereto as Schedule “A”, summarizes the
terms of the Units.


The Company undertakes to make
best efforts to file a Registration Statement and have such Registration
Statement declared effective by the SEC within 180 days of Closing to register
the resale of the Common Shares forming part of the Units; provided that the
Company will in no way be liable to the Subscriber if notwithstanding such
efforts such declaration does not occur within the foregoing time period or at
all.


The Company also undertakes to
make best efforts to prepare and file with the SEC a registration statement on
Form S-1 (or such other form as appropriate) covering the resale of the Warrant 



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Shares, with such registration statement to be filed
with the SEC no earlier than six months after the SEC declares effective the
Registration Statement contemplated in the preceding paragraph.


3.3                                                                               by
the Company


The Subscriber
acknowledges and agrees that the Company reserves the right, in its absolute
discretion, to reject this subscription for Units, in whole or in part, at any
time prior to the Closing Time. If this subscription is rejected in whole, any
cheques or other forms of payment delivered to the Company representing the
Subscription Amount will be promptly returned to the Subscriber without
interest or deduction. If this subscription is accepted only in part, a cheque
representing any refund of the Subscription Amount for that portion of the
subscription for the Units which is not accepted, will be promptly delivered to
the Subscriber without interest or deduction.


ARTICLE 4 -
CLOSING


4.1                                                                               Closing


Delivery and sale of the
Units and payment of the Subscription Amount will be completed (the “Closing”) at the offices of the Company’s
counsel, Cassels Brock & Blackwell LLP in Toronto, Ontario at 10:00 a.m.
(Toronto time) (the “Closing Time”)
on a date to be no later than July 5, 2007 or such other place, date or time as
the Company may decide (the “Closing Date”).
The Subscriber shall deliver to the Company its completed Subscription
Agreement and payment of the aggregate Subscription Amount against delivery by
the Company of certificates representing the Common Shares and Warrants
comprising the Units and such other documentation as may be required pursuant
to this Subscription Agreement.


If, prior to the Closing
Time, the terms and conditions contained in this Subscription Agreement (other
than delivery by the Company, as applicable, to the Subscriber of certificates
representing the Common Shares and Warrants comprising the Units) have not been
complied with, the Company and the Subscriber will have no further obligations
under this Subscription Agreement.


4.2                                                                               Conditions
of Closing


The Subscriber
acknowledges and agrees that the obligations of the Company hereunder are
conditional on the accuracy of the representations and warranties of the
Subscriber contained in this Subscription Agreement as of the date of this
Subscription Agreement, and as of the Closing Time as if made at and as of the
Closing Time, and the fulfillment of the following additional conditions as
soon as possible and in any event not later than the Closing Time:


(a)                                  payment by the
Subscriber of the Subscription Amount by certified cheque or bank draft payable
to Allied Nevada Gold Corp. in Canadian dollars or the U.S. dollar equivalent
based on Bank of Canada noon rate of U.S.$0.9367 for Cdn.$1.00 published on
June 22, 2007.  Funds can also be paid by
wire transfer as follows:


	
   

  	
  For payment in Canadian Funds:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Intermediary Bank:

  	
  Toronto Dominion Bank, Toronto

  
	
   

  	
  Intermediary Bank SWIFT BIC:

  	
  TDOMCATTTOR

  
	
   

  	
   

  	
   

  
	
   

  	
  Beneficiary’s Bank:

  	
  Wells Fargo Bank, N.A.

  
	
   

  	
  Beneficiary’s Bank SWIFT BIC:

  	
  WFBIUS6S

  
	
   

  	
   

  	
   

  
	
   

  	
  Beneficiary’s Account Number:

  	
  7986022874

  
	
   

  	
  Beneficiary’s Name:

  	
  Allied Nevada Gold Corp

  
	
   

  	
  Beneficiary’s Address:

  	
  7961 Shaffer Parkway

  
	
   

  	
   

  	
  Suite 5

  
	
   

  	
   

  	
  Littleton CO USA 80127

  
	
   

  	
  Reference:

  	
  attn Correy Jones 303 863 6888

  
	
   

  	
   

  	
   

  




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  For payment in U.S. Funds:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  From the United States:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Beneficiary’s Bank

  	
  Wells Fargo Bank, N.A.

  
	
   

  	
  ABA / Routing Number

  	
  121000248

  
	
   

  	
   

  	
   

  
	
   

  	
  Beneficiary’s Account Number:

  	
  7986022874

  
	
   

  	
  Beneficiary’s Name:

  	
  Allied Nevada Gold Corp

  
	
   

  	
  Beneficiary’s Address:

  	
  7961 Shaffer Parkway

  
	
   

  	
   

  	
  Suite 5

  
	
   

  	
   

  	
  Littleton CO USA 80127

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  From Canada:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Beneficiary’s Bank:

  	
  Wells Fargo Bank, N.A.

  
	
   

  	
  Beneficiary’s Bank SWIFT BIC:

  	
  WFBIUS6S

  
	
   

  	
   

  	
   

  
	
   

  	
  Beneficiary’s Account Number:

  	
  7986022874

  
	
   

  	
  Beneficiary’s Name:

  	
  Allied Nevada Gold Corp

  
	
   

  	
  Beneficiary’s Address:

  	
  7961 Shaffer Parkway

  
	
   

  	
   

  	
  Suite 5

  
	
   

  	
   

  	
  Littleton CO USA 80127

  



 


 


(b)                                 the Subscriber having
properly completed, signed and delivered this Subscription Agreement to:


Allied Nevada Gold Corp.


1380 Greg Street


Suite 203


Sparks, Nevada


89431 U.S.A.


 


Attention:  Scott Caldwell


Fax:           (775) 358-4458


 


with a copy to:


 


Cassels Brock & Blackwell LLP

2100 Scotia Plaza

40 King Street West

Toronto, Ontario  M5H 3C2


 


Attention:  Cam Mingay


Fax:            (416)
640-3163



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(c)                                  the
Subscriber having properly completed, signed and delivered Schedule “B”
or Schedule “C” hereto, as applicable.


ARTICLE
5- REPRESENTATIONS AND WARRANTIES OF 

THE COMPANY


5.1                                                                               Representations,
Warranties and Covenants of the Company


The Company hereby represents and warrants
to, and covenants with the Subscriber as follows and acknowledges that the
Subscriber is relying on such representations, warranties and covenants in
connection with the transactions contemplated herein:


(a)                                   The Company has been
duly incorporated and is validly existing under the laws of its jurisdiction of
existence, has all requisite corporate power and authority and is duly
qualified and possesses all material certificates, authority, permits and
licences issued by the appropriate state, municipal, federal regulatory
agencies or bodies necessary (and has not received or is not aware of any
adverse modification or revocation to such licences, authority, certificates or
permits) to carry on its business as now conducted and to own its properties
and assets and the Company has all requisite corporate power and authority to
carry out its obligations under this Subscription Agreement.


(b)                                  The Company shall
ensure that the Common Shares and Warrants comprising the Units are duly issued
and created and shall have the attributes corresponding in all material
respects to the description thereof set forth in this Subscription Agreement.


(c)                                   As soon as
reasonably possible after the Closing, the Company shall execute and file with
the relevant securities regulatory authorities all forms, notices and
certificates required to be filed pursuant to the Securities Laws in the time
required by the applicable Securities Laws.


(d)                                  All necessary
corporate action will have been taken by the relevant Closing Date to authorize
the issue and sale of, and the delivery of certificates representing, the
Common Shares and the Warrants and, upon payment of the requisite consideration
for the Common Shares and the Warrants that comprise the Units, will be validly
issued as fully paid and non assessable securities of the Company.


(e)                                   None of the offering
and sale of the Units, the execution and delivery of this Agreement, the
compliance by the Company with the provisions of this Agreement or the
consummation of the transactions contemplated herein and therein including,
without limitation, the issue of the Units to the Subscriber (or disclosed
principal, as applicable) for the consideration and upon the terms and
conditions as set forth herein, do or will (i) require the consent, approval,
or authorization, order or agreement of, or registration or qualification with,
any governmental agency, body or authority, court, stock exchange, securities
regulatory authority or other Person, except (A) such as have been obtained, or
(B) such as may be required under Securities Laws and will be obtained by the
Closing Date, or (ii) conflict with or result in any breach or violation of any
of the provisions of, or constitute a default under, any indenture, mortgage,
deed of trust, lease or other agreement or instrument to which the Company is a
party or by which it or any of the properties or assets thereof is bound, or
the articles or by laws of the Company or any resolution passed by the directors
(or any committee thereof) or shareholders of the 



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                                                 Company,
or any statute or any judgment, decree, order, rule, policy or regulation of
any court, governmental authority, arbitrator, stock exchange or securities
regulatory authority applicable to the Company or any of the properties or
assets thereof which could have a material adverse effect on the condition
(financial or otherwise), business, properties or results of operations of the
Company.


(f)                                     The Company has
full corporate power and authority to enter into this Agreement and to do all
acts and things and execute and deliver all documents as are required hereunder
and thereunder to be done, observed, performed or executed and delivered by it
in accordance with the terms hereof and thereof and the Company will have
taken, by the relevant Closing Date, all necessary corporate action to
authorize the execution, delivery and performance of this Agreement and to
observe and perform the provisions of this Agreement in accordance with the
provisions hereof and thereof including, without limitation, the issue of the
Purchased Securities to the Subscriber (or disclosed principal, as applicable)
for the consideration and upon the terms and conditions set forth herein.


(g)                                  This Agreement has
been duly authorized, executed and delivered by the Company and, subject to
acceptance by the Company, constitutes a valid and legally binding obligation
of the Company enforceable against the Company in accordance with its terms.


(h)                                  The Company has
conducted and is conducting the business thereof in compliance in all material
respects with all applicable laws, rules, regulations, tariffs, orders and
directives of each jurisdiction in which it carries on business and possesses
all material approvals, consents, certificates, registrations, authorizations,
permits and licenses issued by the appropriate provincial, state, municipal,
federal or other regulatory agency or body necessary to carry on the business
currently carried on by it, is in compliance in all material respects with the
terms and conditions of all such approvals, consents, certificates,
authorizations, permits and licenses and with all laws, regulations, tariffs,
rules, orders and directives material to the operations thereof. The Company
has complied, or will comply, with all applicable corporate and securities laws
and regulations in connection with the offer, sale and issuance of the Units.


(i)                                      The Company is
not in violation of any term of the articles or by laws thereof.  The Company is not in violation of any term
or provision of any agreement, indenture or other instrument applicable to it
which would, or could, result in any material adverse effect on the business,
condition (financial or otherwise), capital, affairs or operations of the
Company, nor is the Company in default in the payment of any obligation owed
which is now due and there is no action, suit, proceeding or investigation
commenced, pending or, to the knowledge of the Company after due inquiry,
threatened which, either in any case or in the aggregate, might result in any
material adverse effect on the business, condition (financial or otherwise),
capital, affairs, prospects or operations of the Company or in any of the
material properties or assets thereof or in any material liability on the part
of the Company or which places, or could place, in question the validity or
enforceability of this Agreement or any document or instrument delivered, or to
be delivered, by the Company pursuant hereto or thereto.


(j)                                      There are no
actions, suits, proceedings, inquiries or investigations existing, pending or,
to the knowledge of the Company after due inquiry, threatened against or which
adversely affect the Company or to which any of the property or assets thereof
is 



 8
 









                                                 subject,
at law or equity, or before or by any court, federal, provincial, state,
municipal or other governmental department, commission, board, bureau, agency
or instrumentality, domestic or foreign, which may in any way materially
adversely affect the condition (financial or otherwise), capital, property,
assets, operations or business of the Company or the ability of the Company to
perform the obligations thereof and the Company is not subject to any
judgement, order, writ, injunction, decree, award, rule, policy or regulation
of any governmental authority, which, either separately or in the aggregate,
may result in a material adverse effect on the condition (financial or
otherwise), capital, property, assets, operations or business of the Company or
the ability of the Company to perform its obligations under this Agreement.


(k)                                   No order ceasing or
suspending trading in the securities of the Company nor prohibiting sale of
such securities has been issued to the Company or its directors, officers or
promoters and to the best of the Company’s knowledge no investigations or
proceedings for such purposes are pending or threatened.


ARTICLE
6 - ACKNOWLEDGEMENTS, COVENANTS, REPRESENTATIONS AND WARRANTIES OF THE
SUBSCRIBER


6.1                                                                               Acknowledgements,
Representations, Warranties and Covenants of the Subscriber


The Subscriber, on its
own behalf and, if applicable, on behalf of others for whom it is acting
hereunder, hereby represents and warrants to, and covenants with, the Company as
follows and acknowledges that the Company is relying on such representations
and warranties in connection with the transactions contemplated herein:


(a)                                  The Subscriber
certifies that it is resident in the jurisdiction set out on the face page of
this Subscription Agreement.  Such
address was not created and is not used solely for the purpose of acquiring the
Units and the Subscriber was solicited to purchase in such jurisdiction.


(b)                                 If the Subscriber is
not a person in the United States or a U.S. Person, or not purchasing the Units
on behalf of a person in the United States or a U.S. Person:


(i)                                     the Subscriber has
properly completed, executed and delivered to the Company Schedule “B” hereto
(dated as of the date hereof), as applicable and the information contained
therein is true and correct;


(ii)                                  the representations,
warranties and covenants contained in Schedule “B” will be true and correct
both as of the date of execution of this Subscription Agreement and as of the
Closing Time;


(iii)                               neither the Subscriber
nor any Disclosed Principal is a U.S. Person nor subscribing for the Units for
the account or benefit of a U.S. Person or for resale in the United States and
the Subscriber confirms that the Units have not been offered to the Subscriber
in the United States and that this Subscription Agreement has not been signed
in the United States;


(iv)                              the Subscriber
acknowledges that the Common Shares and the Warrants comprising the Units and
the Common Shares issuable upon the exercise of the Warrants have not been
registered under the U.S. Securities Act and may not be offered or sold in the
United States or to a U.S. Person unless the securities are registered under
the U.S. Securities Act and all applicable State securities laws 



 9
 









                                                or
an exemption from such registration requirements is available, and further
agrees that hedging transactions involving such securities may not be conducted
unless in compliance with the U.S. Securities Act;


(v)                                 the Subscriber and if applicable, the
Disclosed Principal for whom the Subscriber is acting, understands that the
Company is the seller of the Units and underlying securities and that, for
purposes of Regulation S, a “distributor” is any underwriter, dealer or other
person who participates, pursuant to a contractual arrangement in the
distribution of securities sold in reliance on Regulation S and that an “affiliate”
is any partner, officer, director or any person directly or indirectly
controlling, controlled by or under common control with any person in question.
Except as otherwise permitted by Regulation S, the Subscriber and if
applicable, the Disclosed Principal for whom the Subscriber is acting, agrees
that it will not, during a one year distribution compliance period, act as a
distributor, either directly or through any affiliate, or sell, transfer,
hypothecate or otherwise convey the Units or underlying securities other than
to a non-U.S. Person;


(vi)                              the Subscriber and if applicable, the
Disclosed Principal for whom the Subscriber is acting, acknowledges and
understands that in the event the Units or underlying securities are offered,
sold or otherwise transferred by the Subscriber or if applicable, the Disclosed
Principal for whom the Subscriber is acting, to a non-U.S. Person prior to the
expiration of a one year distribution compliance period, the purchaser or
transferee must agree not to resell such securities except in accordance with
the provisions of Regulation S, pursuant to registration under the U.S.
Securities Act, or pursuant to an available exemption from registration; and
must further agree not to engage in hedging transactions with regard to such
securities unless in compliance with the U.S. Securities Act; and


(vii)                           neither the Subscriber nor
any Disclosed Principal will offer, sell or otherwise dispose of the Common
Shares and Warrants comprising the Units or the Warrant Shares in the United
States or to a U.S. Person unless the Company has consented to such offer, sale
or disposition and such offer, sale or disposition is made in accordance with
an exemption from the registration requirements under the U.S. Securities Act and
the securities laws of all applicable states of the United States or the SEC
has declared effective a registration statement in respect of such securities.


(c)                                  If the Subscriber is
a person in the United States or a U.S. Person, or is purchasing the Units on
behalf of a person in the United States or a U.S. Person, the Subscriber:


(i)                                     is either:


(A)                              purchasing
the Units as principal for its own account and not for the benefit of any other
Person and is a U.S. Accredited Investor, as set out in Schedule C; or


(B)                                  subscribing
for the Units as agent for a beneficial principal disclosed on the execution
page of this Agreement, and it is an agent or trustee and each disclosed
principal for whom it is subscribing is a U.S. Accredited Investor, as set out
in Schedule B and is purchasing as 



 10
 









                                                  principal
for his/her/its own account and not for the benefit of any other Person; and


(C)                                  it
has concurrently executed and delivered a certificate in the form of the
attached Schedule C.


(ii)                                  The provisions of
paragraph (a) of this subsection will be true and correct both as of the date
of execution of this Agreement and as of the Closing Date.


(iii)                               It acknowledges and
consents to the release by the Company of certain information regarding its
subscription, including its name, address, telephone number and registration
instructions, the number of Units purchased, the number of shares held, its
status as a subscriber as represented in Schedule B hereto, and, if applicable,
information regarding the beneficial ownership of the Subscriber or its
principal, in compliance with the Securities Laws or as otherwise required by
law of the Company and for the purposes of arranging for the preparation of the
certificates representing the Units.


(d)                                 If the Subscriber or
any Disclosed Principal is not a person described in paragraphs 6.1(b) or
6.1(c) above, the subscription for the Units by the Subscriber does not
contravene any of the applicable securities legislation in the jurisdiction in
which the Subscriber resides and does not give rise to any obligation of the
Company to prepare and file a prospectus or similar document or to register the
Units or to be registered with, or to file any report or notice with, any
governmental or regulatory authority.


(e)                                  The execution and
delivery of this Subscription Agreement, the performance and compliance with
the terms hereof, the subscription for the Units and the completion of the
transactions described herein by the Subscriber will not result in any material
breach of, or be in conflict with, or constitute a material default under, or
create a state of facts that, after notice or lapse of time, or both, would
constitute a material default under any term or provision of the constating
documents, by-laws or resolutions of the Subscriber, the Securities Laws or any
other laws applicable to the Subscriber, any agreement to which the Subscriber
is a party, or any judgment, decree, order, statute, rule or regulation
applicable to the Subscriber.


(f)                                    The Subscriber is
subscribing for the Units as principal for its own account and not for the
benefit of any other person (within the meaning of applicable Securities Laws).
If it is subscribing as agent for a Disclosed Principal, it has disclosed the
name of the Disclosed Principal on the face page of this Subscription Agreement
and acknowledges that the Company may be required by law to disclose to certain
regulatory authorities the identity of each Disclosed Principal for whom the
Subscriber is acting.


(g)                                 In the case of a
subscription for the Units by the Subscriber acting as trustee or agent for a
fully managed account or as agent for a Disclosed Principal, the Subscriber is
duly authorized to execute and deliver this Subscription Agreement and all
other necessary documentation in connection with such subscription on behalf of
the fully managed account or Disclosed Principal, as applicable and this
Subscription Agreement has been duly authorized, executed and delivered by or
on behalf of and constitutes a legal, valid and binding agreement of, the fully
managed account or Disclosed Principal, as applicable.



 11
 









(h)                                 In the case of a
subscription for the Units by the Subscriber acting as principal, this
Subscription Agreement has been duly authorized, executed and delivered by, and
constitutes a legal, valid and binding agreement of, the Subscriber.  This Subscription Agreement is enforceable in
accordance with its terms against the Subscriber.


(i)                                     If the Subscriber
is:


(i)                                     a corporation, the
Subscriber is duly incorporated and is validly subsisting under the laws of its
jurisdiction of incorporation and has all requisite legal and corporate power
and authority to execute and deliver this Subscription Agreement, to subscribe
for the Units as contemplated herein and to carry out and perform its
obligations under the terms of this Subscription Agreement;


(ii)                                  a partnership,
syndicate or other form of unincorporated organization, the Subscriber has the
necessary legal capacity and authority to execute and deliver this Subscription
Agreement and to observe and perform its covenants and obligations hereunder
and has obtained all necessary approvals in respect thereof; or


(iii)                               an individual, the
Subscriber is of the full age of majority and is legally competent to execute
this Subscription Agreement and to observe and perform his or her covenants and
obligations hereunder.


(j)                                     Other than the
Finder, there is no person acting or purporting to act in connection with the
transactions contemplated herein who is entitled to any brokerage or finder’s
fee.  If any person establishes a claim
that any fee or other compensation is payable in connection with this
subscription for the Units, the Subscriber covenants to indemnify and hold harmless
the Company and the Finder with respect thereto and with respect to all costs
reasonably incurred in the defence thereof.


(k)                                  The Subscriber is
not, with respect to the Company or any of its affiliates, a “control person”
as defined under the Securities Laws and the purchase of the Units hereunder
and the exercise or deemed exercise of the Units will not result in the
Subscriber becoming a control person.


(l)                                     If required by
applicable Securities Laws or the Company, the Subscriber will execute, deliver
and file, or assist the Company in filing, such reports, undertakings and other
documents with respect to the issue and/or sale of the Units as may be required
by any securities commission, stock exchange or other regulatory authority.


(m)                               The Subscriber has been
advised to consult its own legal advisors with respect to trading in the Common
Shares and Warrants comprising the Units and the Warrant Shares and with
respect to the resale restrictions imposed by the Securities Laws of the
jurisdiction in which the Subscriber resides and other applicable securities
laws, and acknowledges that no representation has been made respecting the
applicable hold periods imposed by the Securities Laws or other resale
restrictions applicable to such securities that restrict the ability of the
Subscriber (or others for whom it is contracting hereunder) to resell such securities,
that the Subscriber (or others for whom it is contracting hereunder) is solely
responsible to find out what these restrictions are and the Subscriber is
solely responsible (and neither the Company nor the Finder are in any way
responsible) for compliance with applicable resale restrictions and the
Subscriber is aware that it (or beneficial persons for whom it is contracting
hereunder) may not be 



 12
 









                                                able
to resell such securities except in accordance with limited exemptions under
the Securities Laws and other applicable securities laws.


(n)                                 The Subscriber has not
received or been provided with a prospectus, registration statement or offering
memorandum, within the meaning of the Securities Laws, and the Subscriber’s
decision to subscribe for the Units was not based upon, and the Subscriber has
not relied upon, any verbal or written representations as to facts made by or
on behalf of the Company.  The Subscriber
has had access to and has reviewed, to the extent it deems necessary, the
Public Record and the Subscriber’s decision to subscribe for the Units was
based solely upon this Subscription Agreement, the Term Sheet attached hereto
as Schedule “A” and the Public Record.


(o)                                 The Subscriber is not
purchasing Units with knowledge of material information concerning the Company
that has not been generally disclosed.


(p)                                 No person has made any
written or oral representations:


(i)                                     that any person
will resell or repurchase the Common Shares, Warrants comprising the Units or
the Warrant Shares;


(ii)                                  that any person will
refund the Subscription Amount; or


(iii)                               as to the future price
or value of the Units or common shares in the capital of the Company.


(q)                                 There are risks
associated with the purchase of and investment in the Units and the Subscriber
has such knowledge and experience that it is capable of evaluating the merits
and risks of an investment in the Common Shares, Warrants and Warrant Shares
and fully understands the restrictions on resale of the Common Shares, Warrants
and Warrant Shares and is capable of bearing the economic risk of the
investment.


(r)                                    The funds
representing the Subscription Amount that will be advanced by the Subscriber to
the Company hereunder, as applicable, will not represent proceeds of crime for
the purposes of the Proceeds  of Crime (Money Laundering) and Terrorist Financing
Act (Canada) (the “PCMLTFA”) and
the Subscriber acknowledges that the Company may in the future be required by
law to disclose the Subscriber’s name and other information relating to this
Subscription Agreement and the Subscriber’s subscription hereunder, on a
confidential basis, pursuant to the PCMLTFA. 
To the best of its knowledge (a) none of the Subscription Amount to be
provided by the Subscriber (i) has been or will be derived from or related to
any activity that is deemed criminal under the law of Canada, the United States
of America, or any other jurisdiction, or (ii) is being tendered on behalf of a
person or entity who has not been identified to the Subscriber, and (b) it
shall promptly notify the Company if the Subscriber discovers that any of such
representations ceases to be true, and to provide the Company with appropriate
information in connection therewith.


6.2                                                                               Additional
Acknowledgments and Covenants of the Subscriber


The Subscriber, on its own behalf and, if applicable,
on behalf of others for whom it is acting hereunder,  hereby acknowledges, covenants and agrees as
follows:


(a)                                  It has received and
reviewed a copy of the Term Sheet setting out the principal terms of the
Offering.



 13
 









(b)                                 No securities
commission, agency, governmental authority, regulatory body, stock exchange or
other regulatory body or similar regulatory authority has reviewed or passed on
the merits of the Units, the Common Shares, Warrants, or Warrant Shares.


(c)                                  The Units shall be
subject to statutory resale restrictions under the securities laws of the
jurisdiction in which the Subscriber resides and under other applicable
securities laws, and the Subscriber covenants that it will not resell the
Common Shares or Warrants comprising the Units except in compliance with such
laws and the Subscriber acknowledges that it is solely responsible (and neither
the Company nor the Finder are in any way responsible) for such compliance.


(d)                                 The ability to
transfer the Common Shares, Warrants and Warrant Shares is limited by, among
other things, applicable Securities Laws and the Company shall refuse, and
shall instruct its transfer agents to refuse, to register any transfer that
does not comply with the Securities Laws.


(e)                                  The certificates
representing the Common Shares, Warrants (and Warrant Shares if issued prior to
the expiry of four months after the Closing Date) will bear a legend
substantially in the following form and with the necessary information
inserted:


“UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT
TRADE THE SECURITY BEFORE THE DATE THAT IS FOUR MONTHS AND ONE DAY AFTER [THE
CLOSING DATE].”


The
certificates representing the Common Shares, Warrants and Warrant Shares will
bear a legend substantially in the following form:


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR APPLICABLE STATE
SECURITIES LAWS.  THESE SECURITIES MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS THERE IS AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE 
SECURITIES ACT AND SUCH LAWS COVERING SUCH SECURITIES, OR THE COMPANY
RECEIVES AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY STATING THAT SUCH
OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS.”


(f)                                    The Company is
relying on the representations, warranties and covenants contained herein and
in the applicable Schedules attached hereto to determine the Subscriber’s
eligibility to subscribe for the Units under applicable Securities Laws and the
Subscriber agrees to indemnify the Company its directors, officers and agents
against all losses, claims, costs, expenses, damages or liabilities that any of
them may suffer or incur as a result of or arising from reliance thereon.  The Subscriber undertakes to immediately
notify the Company of any change in any statement or other information relating
to the Subscriber set forth in such applicable Schedules which takes place
prior to the Closing Time.


(g)                                 The Company is relying
on an exemption from the requirement to provide the Subscriber with a
prospectus or registration statement under the Securities Laws and, as 



 14
 









                                                a
consequence of acquiring the Units pursuant to such exemption, certain
protections, rights and remedies provided by the Securities Laws, including
statutory rights of rescission or damages, will not be available to the
Subscriber.


(h)                                 The Subscriber is
responsible for obtaining such legal and tax advice as it considers appropriate
in connection with the execution, delivery and performance of this Subscription
Agreement and the transactions contemplated under this Subscription Agreement.


(i)                                     There is no
government guaranty or insurance covering the Warrants or Common Shares.


(j)                                     There are risks
associated with the purchase of the Units and the Subscriber may lose his, her
or its entire investment.


(k)                                  This Subscription
Agreement and the schedules hereto require the Subscriber to provide certain
personal information to the Company. Such information is being collected by the
Company for the purposes of completing the Offering, which includes, without
limitation, determining the Subscriber’s eligibility to purchase the Units under
the Securities Laws and other applicable securities laws, preparing and
registering certificates representing Units to be issued to the Subscriber and
completing filings required by any stock exchange or securities regulatory
authority. The Subscriber’s personal information may be disclosed by the
Company and its advisors to: (a) stock exchanges or securities regulatory
authorities, (b) the tax authorities, and (c) any of the other parties involved
in the Offering, including legal counsel and may be included in record books in
connection with the Offering. By executing this Subscription Agreement, the
Subscriber is deemed to be consenting to the foregoing collection, use and
disclosure of the Subscriber’s personal information. The Subscriber also
consents to the filing of copies or originals of any of the Subscriber’s
documents described in section 6.1(m) hereof as may be required to be filed
with any stock exchange or securities regulatory authority in connection with
the transactions contemplated hereby. The Subscriber represents and warrants
that it has the authority to provide the consents and acknowledgements set out
in this paragraph on behalf of each Disclosed Principal.


(l)                                     Upon the listing
of the Common Shares forming part of the Units and the Warrant Shares on the
Toronto Stock Exchange or any Canadian stock exchange, prior to the
effectiveness of a registration statement, such securities may trade on such
Canadian stock exchange on a restricted basis. 
No Canadian broker-dealer would be permitted, under the U.S. Securities
Act, to execute a transaction in those securities on a Canadian stock exchange
if that member knows that the purchaser is in the United States or a U.S.
Person or is acting for the account or benefit of a U.S. Person.  Also, the Canadian broker-dealer must make
reasonable efforts to ascertain whether a purchaser is in the United States or
is a U.S. Person or is acting for the account or benefit of a U.S. Person and
implement measures designed to assure reasonable compliance with this
requirement.


(m)                               If the Subscriber is
resident in or otherwise subject to the Securities Laws applicable in the
Province of Ontario, the information provided by the Subscriber on the face
page of this Subscription Agreement identifying the name, address and telephone
number of the Subscriber, the number of Units being purchased hereunder and the
total purchase price as well as the Closing Date and the exemption that the
Company is relying on in selling the Units to the Subscriber will be disclosed
to the Ontario Securities Commission, and such information is being indirectly
collected by the Ontario Securities Commission 



 15
 









                                                under
the authority granted to it under securities legislation. This information is
being collected for the purposes of the administration and enforcement of the
securities legislation of the Province of Ontario. Each Subscriber (for
certainty including each Disclosed Principal) hereby authorizes the indirect
collection of such information by the Ontario Securities Commission. In the event
the Subscriber has any questions with respect to the indirect collection of
such information by the Ontario Securities Commission, the Subscriber should
contact the Ontario Securities Commission, Administrative Assistant to the
Director of Corporate Finance at (416) 593-8086 or in person or writing at
Suite 1900, Box 55, 20 Queen Street West, Toronto, Ontario M5H 3S8.


ARTICLE
7 - SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS


7.1                                                                               Survival
of Representations, Warranties and Covenants of the Company


The representations,
warranties and covenants of the Company contained in this Subscription
Agreement shall survive the Closing and, notwithstanding such Closing or any
investigation made by or on behalf of the Subscriber with respect thereto,
shall continue in full force and effect for the benefit of the Subscriber.


7.2                                                                               Survival
of Representations, Warranties and Covenants of the Subscriber


The representations,
warranties and covenants of the Subscriber contained in this Subscription
Agreement shall survive the Closing and, notwithstanding such Closing or any
investigation made by or on behalf of the Company with respect thereto and
notwithstanding any subsequent disposition by the Subscriber of any of the
Common Shares and Warrants comprising the Units, or the Warrant Shares issuable
upon exercise of the Warrants, and shall continue in full force and effect for
the benefit of the Company.


ARTICLE
8 - FINDERS’ FEE


8.1                                                                               Finders’
Fee


The Subscriber
understands that, in connection with the issue and sale of the Units pursuant
to the Offering, the Finders will receive from the Company a finder’s fee and finder warrants
as described in the Term Sheet.


ARTICLE
9 - MISCELLANEOUS


9.1                          Further
Assurances


Each of the parties
hereto upon the request of each of the other parties hereto, whether before or
after the Closing Time, shall do, execute, acknowledge and deliver or cause to
be done, executed, acknowledged and delivered all such further acts, deeds,
documents, assignments, transfers, conveyances, powers of attorney and
assurances as may reasonably be necessary or desirable to complete the
transactions contemplated herein.


9.2                          Notices


(a)                                  Any notice, direction
or other instrument required or permitted to be given to any party hereto shall
be in writing and shall be sufficiently given if delivered personally, or
transmitted by facsimile tested prior to transmission to such party, as
follows:



 16
 









(i)                                     in
the case of the Company, to:


 


Allied Nevada Gold Corp.


1380 Greg Street


Suite 203


Sparks, Nevada


89431 U.S.A.


Attention: 
Scott Caldwell

Fax:           (775) 358-4458


with
a copy to:


Cassels
Brock & Blackwell LLP

2100 Scotia Plaza

40 King Street West

Toronto, Ontario  M5H 3C2


Attention:  Cam
Mingay

Fax:            (416)
640-3163


and to:


Burns & Levinson LLP

125 Summer Street

Boston, MA

02110 U.S.A.


Attention:  Susan
Shapiro

Fax:           (617) 345-3299


in the case of the Subscriber, at the address specified
on the face page hereof.


(b)                                 Any such notice,
direction or other instrument, if delivered personally, shall be deemed to have
been given and received on the day on which it was delivered, provided that if
such day is not a Business Day then the notice, direction or other instrument
shall be deemed to have been given and received on the first Business Day
following such day and if transmitted by fax, shall be deemed to have been
given and received on the day of its transmission, provided that if such day is
not a Business Day or if it is transmitted or received after the end of normal
business hours then the notice, direction or other instrument shall be deemed
to have been given and received on the first Business Day following the day of
such transmission.


(c)                                  Any party hereto may
change its address for service from time to time by notice given to each of the
other parties hereto in accordance with the foregoing provisions.


9.3                          Time
of the Essence


Time shall be of the
essence of this Subscription Agreement and every part hereof.


9.4                          Costs
and Expenses


All costs and expenses
(including, without limitation, the fees and disbursements of legal counsel)
incurred in connection with this Subscription Agreement and the transactions
herein contemplated shall be paid and borne by the party incurring such costs
and expenses.



 17
 









9.5                          Applicable
Law


This Agreement shall be
governed by, and construed in accordance with, the laws of the State of
Delaware without giving effect to the principles of conflicts of law thereof.


9.6                          Entire
Agreement


This Subscription
Agreement, including the Schedules hereto, constitutes the entire agreement between
the parties with respect to the transactions contemplated herein and cancels
and supersedes any prior understandings, agreements, negotiations and
discussions between the parties.  There
are no representations, warranties, terms, conditions, undertakings or
collateral agreements or understandings, express or implied, between the
parties hereto other than those expressly set forth in this Subscription
Agreement or in any such agreement, certificate, affidavit, statutory
declaration or other document as aforesaid. 
This Subscription Agreement may not be amended or modified in any
respect except by written instrument executed by each of the parties hereto.


9.7                          Counterparts


This Subscription
Agreement may be executed in two or more counterparts, each of which shall be
deemed to be an original and all of which together shall constitute one and the
same Subscription Agreement. Counterparts may be delivered either in original
or faxed form and the parties adopt any signature received by a receiving fax
machine as original signatures of the parties.


9.8                          Assignment


This Subscription
Agreement may not be assigned by either party except with the prior written
consent of the other parties hereto.


9.9                          Enurement


This Subscription
Agreement shall enure to the benefit of and be binding upon the parties hereto
and their respective heirs, executors, successors (including any successor by
reason of the amalgamation or merger of any party), administrators and
permitted assigns.


9.10                        Language


It is the express
wish of the Subscriber that the Subscription Agreement and any related
documentation be drawn up in English.  Il
est de la volonté expressed du souscripteur que la convention de souscription
ainsi que tout document connexe soient rédigés en langue anglaise.


The Company hereby
accepts the subscription for Units as set forth on the face page of this
Subscription Agreement on the terms and conditions contained in the
Subscription Agreement (including all applicable schedules) this             
day of                                                  ,
2007.


	
   

  	
  ALLIED NEVADA GOLD CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
   

  
	
   

  	
   

  	
  Authorized Signing Officer

  



 



 18
 









SCHEDULE
A


ALLIED NEVADA GOLD CORP.


TERM SHEET


 


	
  Issuer:

  	
   

  	
  Allied Nevada Gold Corp. (“Company”)

  
	
   

  	
   

  	
   

  
	
  Offering:

  	
   

  	
  3,409,091
  Units. Each Unit will consist of one Common Share and one Common Share
  purchase warrant.

  
	
   

  	
   

  	
   

  
	
  Warrants:

  	
   

  	
  Each Warrant is exercisable into one Common Share of
  the Company at CDN $5.75 for 24 months following Closing.

  
	
   

  	
   

  	
   

  
	
  Offering Price:

  	
   

  	
  CDN$4.60 per Unit

  
	
   

  	
   

  	
   

  
	
  Amount:

  	
   

  	
  CDN$15,000,000

  
	
   

  	
   

  	
   

  
	
  Use of Proceeds:

  	
   

  	
  The proceeds from the sale of the Units will be used
  for the exploration and development of the Company’s Hycroft Mine in Nevada, working capital and general
  corporate purposes.

  
	
   

  	
   

  	
   

  
	
  Type of Offering:

  	
   

  	
  Non-Brokered Private placement

  
	
   

  	
   

  	
   

  
	
  Commission or Finder’s Fee

  	
   

  	
  A finder’s fee equal to 5% of the gross proceeds of
  the Offering will be paid to one or more finder(s) in connection with this
  Offering. In addition, finder(s) will be issued finder warrants exercisable
  for that number of Units equal to 5% of the Units sold in the Offering, each
  such warrant to be exercisable for a period of 24 months at an exercise price
  of $4.60 per share (subject to regulatory approval). Finder(s)’ fees will not
  be paid with respect to Units purchased by executive officers of the Company.

  
	
   

  	
   

  	
   

  
	
  Selling Jurisdictions:

  	
   

  	
  The Private Placement will be offered to qualified
  investors in each of the Provinces of Ontario and British Columbia.
  Subscribers in Ontario and British Columbia must be “accredited investors”
  (as defined under applicable securities laws, rules or policies in such
  provinces). The Units only may also be offered in the United States on a
  private placement basis to individuals and institutions that are “accredited
  investors”.

  
	
   

  	
   

  	
   

  




 19
 









 


	
  Resale Restrictions and Liquidity Obligation in U.S.:

  	
   

  	
  In Canada there will be a four month hold period
  (pursuant to Multilateral Instrument 45-102). 

   

  The Company will file a resale registration
  statement with the Securities and Exchange Commission (“SEC”) to register the
  resale of the Common Shares forming part of the Units and shall make best
  efforts to cause this registration statement effective within 180 days of closing. In addition, the
  Company will prepare and file with the SEC a registration statement
  covering the resale of all of the Common Shares issuable on exercise of the
  Warrants.  Such registration statement shall be filed with the SEC no
  later than 180 days after the SEC declares effective the registration
  statement to be filed in connection with registration for resale of the
  Common Shares comprising the Units.

  
	
   

  	
   

  	
   

  
	
  Warrant Conversion Feature:

  	
   

  	
  The Warrants will be subject to a forced conversion
  if the Common Shares of the Company close at CDN$11.50 or more for twenty
  consecutive trading days.

  
	
   

  	
   

  	
   

  
	
  Listing:

  	
   

  	
  The Company is a reporting issuer in Canada and a
  SEC registrant and its Common Shares are quoted on the Toronto Stock Exchange
  and the American Stock Exchange under the symbol “ANV”. The Company shall
  make application to the TSX and AMEX to list the Common Shares issuable
  hereunder. The Warrants will not be listed on any exchange.

  
	
   

  	
   

  	
   

  
	
  Participation of Insiders and Fees to Quest

  	
   

  	
  Executive officers of the Company has expressed an
  intention to subscribe for $4,750,000 of the Offering. Robert M. Buchan, the
  Chairman of the Company has expressed an interest to subscribe for $4,000,000
  of this amount. Robert Buchan is also the Chairman of Quest Securities
  Corporation which will receive finder’s fees with respect to Units sold in
  connection with the Offering.

  
	
   

  	
   

  	
   

  
	
  Closing:

  	
   

  	
  July 5,
  2007, or as extended by the Company.

  



 



 20
 









SCHEDULE “B”


CANADIAN ACCREDITED INVESTOR
STATUS CERTIFICATE


The categories listed herein contain
certain specifically defined terms.  If
you are unsure as to the meanings of those terms, or are unsure as to the
applicability of any category below, please contact your broker and/or legal
advisor before completing this certificate.


TO:                         Allied Nevada Gold Corp. (the “Company”)


In connection with
the purchase by the undersigned Subscriber of the Units, the Subscriber, on its
own behalf and on behalf of each Disclosed Principal for whom the Subscriber is
acting (collectively, the “Subscriber”),
hereby represents, warrants, covenants and certifies to the Company (and
acknowledges that the Company and its counsel are relying thereon) that:


(a)                                  the Subscriber is resident in or
otherwise subject to the securities laws of one of the provinces of British
Columbia or Ontario;


(b)                                 the Subscriber is purchasing the Units as
principal for its own account and not for the benefit of any other person;


(c)                                  the Subscriber is an “accredited investor”
within the meaning of NI 45-106 on the basis that the undersigned fits within
one of the categories of an “accredited investor” reproduced below beside which
the undersigned has indicated the undersigned belongs to such category;


(d)                                 the Subscriber was not created or used
solely to purchase or hold securities as an accredited investor as described in
paragraph (m) below; and


(e)                                  upon execution of this Schedule B by the
Subscriber, this Schedule B shall be incorporated into and form a part of the
Subscription Agreement.


(PLEASE CHECK THE BOX OF THE APPLICABLE CATEGORY OF ACCREDITED INVESTOR)


 


	
  o

  	
   

  	
  (a)

  	
  a Canadian financial
  institution, or a Schedule III bank;

  
	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  (b)

  	
  the Business
  Development Bank of Canada incorporated under the Business Development Bank of Canada Act (Canada);

  
	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  (c)

  	
  a subsidiary of any
  person referred to in paragraphs (a) or (b), if the person owns all of the
  voting securities of the subsidiary, except the voting securities required by
  law to be owned by directors of that subsidiary;

  
	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  (d)

  	
  a person registered
  under the securities legislation of a jurisdiction of Canada as an adviser or
  dealer, other than a person registered solely as a limited market dealer
  under one or both of the Securities Act (Ontario)
  or the Securities Act (Newfoundland
  and Labrador);

  
	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  (e)

  	
  an individual
  registered or formerly registered under the securities legislation of a
  jurisdiction of Canada as a representative of a person referred to in
  paragraph (d);

  
	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  (f)

  	
  the Government of
  Canada or a jurisdiction of Canada, or any crown corporation, agency or
  wholly owned entity of the Government of Canada or a jurisdiction of Canada;

  
	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  (g)

  	
  a municipality, public
  board or commission in Canada and a metropolitan community, school board, the
  Comité de gestion de la taxe scolaire de l’île de Montréal or an
  intermunicipal management board in Québec;

  
	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  (h)

  	
  any national, federal,
  state, provincial, territorial or municipal government of or in any foreign
  jurisdiction, or any agency of that government;

  




 21
 









 


	
  o

  	
   

  	
  (i)

  	
  a pension fund that is regulated by either the
  Office of the Superintendent of Financial Institutions (Canada) or a pension
  commission or similar regulatory authority of a jurisdiction of Canada;

  
	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  (j)

  	
  an individual who, either alone or with a spouse,
  beneficially owns, directly or indirectly, financial assets having an
  aggregate realizable value that before taxes, but net of any related
  liabilities, exceeds $1,000,000;

  
	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  (k)

  	
  an individual whose net income before taxes exceeded
  $200,000 in each of the two most recent calendar years or whose net income
  before taxes combined with that of a spouse exceeded $300,000 in each of the
  two most recent calendar years and who, in either case, reasonably expects to
  exceed that net income level in the current calendar year;

  
	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  (l)

  	
  an individual who, either alone or with a spouse,
  has net assets of at least $5,000,000;

  
	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  (m)

  	
  a person, other than an individual or investment
  fund, that has net assets of at least $5,000,000 as shown on its most
  recently prepared financial statements;

  
	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  (n)

  	
  an investment fund that distributes or has
  distributed its securities only to (i) a person that is or was an accredited
  investor at the time of the distribution, (ii) a person that acquires or
  acquired securities in the circumstances referred to in sections 2.10 [Minimum amount investment] and 2.19 [Additional investment in investment funds]
  of NI 45-106, or (iii) a person described in paragraph (i) or (ii) that
  acquires or acquired securities under section 2.18 [Investment fund reinvestment] of NI
  45-106;

  
	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  (o)

  	
  an investment fund that distributes or has
  distributed securities under a prospectus in a jurisdiction of Canada for
  which the regulator or, in Québec, the securities regulatory authority, has
  issued a receipt;

  
	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  (p)

  	
  a trust company or trust corporation registered or
  authorized to carry on business under the Trust
  and Loan Companies Act (Canada) or under comparable legislation in
  a jurisdiction of Canada or a foreign jurisdiction, acting on behalf of a
  fully managed account managed by the trust company or trust corporation, as
  the case may be;

  
	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  (q)

  	
  a person acting on behalf of a fully managed account
  managed by that person, if that person (i) is registered or authorized to
  carry on business as an adviser or the equivalent under the securities
  legislation of a jurisdiction of Canada or a foreign jurisdiction, and (ii)
  in Ontario, is purchasing a security that is not a security of an investment
  fund;

  
	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  (r)

  	
  a registered charity under the Income Tax Act (Canada) that, in regard
  to the trade, has obtained advice from an eligibility adviser or an adviser
  registered under the securities legislation of the jurisdiction of the
  registered charity to give advice on the securities being traded;

  
	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  (s)

  	
  an entity organized in a foreign jurisdiction that
  is analogous to any of the entities referred to in paragraphs (a) to (d) or
  paragraph (i) in form and function;

  
	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  (t)

  	
  a person in respect of which all of the owners of
  interests, direct, indirect or beneficial, except the voting securities
  required by law to be owned by directors, are persons that are accredited
  investors;

  
	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  (u)

  	
  an investment fund that is advised by a person
  registered as an adviser or a person that is exempt from registration as an
  adviser, or

  
	
   

  	
   

  	
   

  	
   

  
	
  o

  	
   

  	
  (v)

  	
  a person that is recognized or designated by the
  securities regulatory authority or, except in Ontario and Québec, the
  regulator as (i) an accredited investor, or (ii) an exempt purchaser in
  Alberta or British Columbia.

  



 



 22
 









For
the purposes hereof, the following definitions are included for convenience:


(a)                                  “Canadian
financial institution”  means (i)
an association governed by the Cooperative
Credit Associations Act (Canada) or a central cooperative credit
society for which an order has been made under section 473(1) of that Act, or
(ii) a bank, loan corporation, trust company, trust corporation, insurance
company, treasury branch, credit union, caisse populaire, financial services
cooperative, or league that, in each case, is authorized by an enactment of
Canada or a jurisdiction of Canada to carry on business in Canada or a
jurisdiction of Canada;


(b)                                 “control
person”  has the same meaning as in
securities legislation except in Manitoba, Newfoundland and Labrador, Northwest
Territories, Nova Scotia, Nunavut, Ontario, Prince Edward Island and Québec
where control person means any person that holds or is one of a combination of
persons that holds (i) a sufficient number of any of the securities of an
issuer so as to affect materially the control of the issuer, or (ii) more than
20% of the outstanding voting securities of an issuer except where there is
evidence showing that the holding of those securities does not affect
materially the control of the issuer;


(c)                                  “entity”
means a company, syndicate, partnership, trust or unincorporated organization;


(d)                                 “financial
assets” means cash, securities, or any a contract of insurance, a deposit or an
evidence of a deposit that is not a security for the purposes of securities
legislation;


(e)                                  “founder”  means, in respect of an issuer, a person
who, (i) acting alone, in conjunction, or in concert with one or more persons,
directly or indirectly, takes the initiative in founding, organizing or
substantially reorganizing the business of the issuer, and (ii) at the time of the
trade is actively involved in the business of the issuer;


(f)                                    “fully
managed account” means an account of a client for which a person makes the
investment decisions if that person has full discretion to trade in securities
for the account without requiring the client’s express consent to a
transaction;


(g)                                 “investment
fund” means a mutual fund or a non-redeemable investment fund, and, for greater
certainty in British Columbia, includes an employee venture capital corporation
that does not have a restricted constitution, and is registered under Part 2 of
the Employee Investment Act
(British Columbia), R.S.B.C. 1996 c. 112, and whose business objective is
making multiple investments and a venture capital corporation registered under
Part 1 of the Small Business Venture Capital
Act (British Columbia), R.S.B.C. 1996 c. 429 whose business
objective is making multiple investments;


(h)                                 “mutual fund”
means an issuer whose primary purpose is to invest money provided by its
security holders and whose securities entitle the holder to receive on demand,
or within a specified period after demand, an amount computed by reference to
the value of a proportionate interest in the whole or in part of the net
assets, including a separate fund or trust account, of the issuer;


(i)                                     “non-redeemable
investment fund” means an issuer,


(A) whose primary purpose
is to invest money provided by its securityholders,


(B) that does not invest,


(i) for the purpose of exercising or seeking to
exercise control of an issuer, other than an issuer that is a mutual fund or a
non-redeemable investment fund, or


(ii) for the purpose of being actively involved in the
management of any issuer in which it invests, other than an issuer that is a
mutual fund or a non-redeemable investment fund, and


(C) that is not a mutual
fund;



 23
 









(j)                                     “related
liabilities” means liabilities incurred or assumed for the purpose of financing
the acquisition or ownership of financial assets and liabilities that are
secured by financial assets;


(k)                                  “Schedule
III bank”  means an authorized
foreign bank named in Schedule III of the Bank
Act (Canada);


(l)                                     “spouse”
means an individual who (i) is married to another individual and is not living
separate and apart within the meaning of the Divorce
Act (Canada), from the other individual, (ii) is living with another
individual in a marriage-like relationship, including a marriage-like
relationship between individuals of the same gender, or (iii) in Alberta, is an
individual referred to in paragraph (i) or (ii), or is an adult interdependent
partner within the meaning of the Adult
Interdependent Relationships Act (Alberta); and


(m)                               “subsidiary”
means an issuer that is controlled directly or indirectly by another issuer and
includes a subsidiary of that subsidiary.


In
NI 45-106 a person or company is an affiliate of another person or company if
one of them is a subsidiary of the other, or if each of them is controlled by
the same person.


In NI 45-106 a person (first person) is considered to control another
person (second person) if (a) the first person,   directly or indirectly, beneficially owns or
exercises control or direction over securities of the second person carrying
votes which, if exercised, would entitle the first person to elect a majority
of the directors of the second person, unless that first person holds the
voting securities only to secure an obligation, (b) the second person is a
partnership, other than a limited partnership, and the first person holds more
than 50% of the interests of the partnership, or (c) the second person is a
limited partnership and the general partner of the limited partnership is the
first person.


The
foregoing representations contained in this certificate are true and accurate
as of the date of this certificate and will be true and accurate as of the
Closing Time.  If any such
representations shall not be true and accurate prior to the Closing Time, the
undersigned shall give immediate written notice of such fact to the Company
prior to the Closing Time.




	
  Dated:

  	
   

  	
   

  	
  Signed:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Witness
  (If Subscriber is an Individual)

  	
   

  	
  Print
  the name of Subscriber

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print
  Name of Witness

  	
   

  	
  If
  Subscriber is a corporation,

  print name and title of Authorized Signing Officer

  






 



 24
 









SCHEDULE C


U.S.
ACCREDITED INVESTOR CERTIFICATE


TO:         ALLIED NEVADA GOLD CORP. (the “Company”)


The Subscriber understands and agrees that the
Purchased Securities have not been and will not be registered under the United
States Securities Act of 1933, as
amended (the “1933 Act”), or applicable state securities laws, and the Units
are being offered and sold to the Subscriber in reliance upon Rule 506 of
Regulation D or another available exemption under the 1933 Act.


Capitalized terms used in this Schedule C and
defined in the Agreement to which the Schedule C is attached have the meaning
defined in the Agreement unless otherwise defined herein.


The undersigned (the “Subscriber”) represents,
warrants and covenants (which representations, warranties and covenants shall
survive the Closing) to the Company (and acknowledges that the Company, its
officers, directors, employees, agents and professional advisers are relying
thereon) that:


(a)                           it
is purchasing the Units for its own account or for the account of one or more
persons for whom it is exercising sole investment discretion, (a “Beneficial
Purchaser”), for investment purposes only and not with a view to resale or
distribution and, in particular, neither it nor any Beneficial Purchaser for
whose account it is purchasing the Units has any intention to distribute either
directly or indirectly any of the Purchased Securities in the United States or
to U.S. Persons; provided, however, that this paragraph shall not restrict the
Subscriber from selling  or otherwise
disposing of any of the Purchased Securities pursuant to registration thereof
pursuant to the 1933 Act and any applicable state securities laws or under an
exemption from such registration requirements;


(b)                           it,
and if applicable, each Beneficial Purchaser for whose account it is purchasing
the Units is a U.S. Accredited Investor that satisfies one or more of the
categories of U.S. Accredited Investor indicated below (the Subscriber must initial each appropriate line):


	
   

  	
  ____

  	
  Category 1.

  	
  A
  bank, as defined in Section 3(a)(2) of the 1933 Act, whether acting in its
  individual or fiduciary capacity; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ____

  	
  Category
  2.

  	
  A
  savings and loan association or other institution as defined in Section
  3(a)(5)(A) of the 1933 Act, whether acting in its individual or fiduciary
  capacity; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ____

  	
  Category
  3.

  	
  A
  broker or dealer registered pursuant to Section 15 of the United States Securities Exchange Act of 1934, as
  amended; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ____

  	
  Category
  4.

  	
  An
  insurance company as defined in Section 2(13) of the 1933 Act; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ____

  	
  Category
  5.

  	
  An
  investment company registered under the United States Investment Company Act of 1940; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ____

  	
  Category
  6.

  	
  A
  business development company as defined in Section 2(a)(48) of the United
  States Investment Company Act of 1940;
  or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ____

  	
  Category
  7.

  	
  A
  small business investment company licensed by the U.S. Small Business
  Administration under Section 301 (c) or (d) of the United States Small Business Investment Act of 1958;
  or

  
	
   

  	
   

  	
   

  	
   

  




 25
 









 


	
  

  	
  ____

  	
  Category
  8.

  	
  A
  plan established and maintained by a state, its political subdivisions or any
  agency or instrumentality of a state or its political subdivisions, for the
  benefit of its employees, with total assets in excess of U.S. $5,000,000; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ____

  	
  Category
  9.

  	
  An
  employee benefit plan within the meaning of the United States Employee Retirement Income Security Act of 1974
  in which the investment decision is made by a plan fiduciary, as defined in
  Section 3(21) of such Act, which is either a bank, savings and loan
  association, insurance company or registered investment adviser, or an
  employee benefit plan with total assets in excess of U.S. $5,000,000 or, if a
  self-directed plan, with investment decisions made solely by persons who are
  accredited investors; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ____

  	
  Category
  10.

  	
  A
  private business development company as defined in Section 202(a)(22) of the
  United States Investment Advisers Act of
  1940; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ____

  	
  Category
  11.

  	
  An
  organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a
  Massachusetts or similar business trust, or a partnership, not formed for the
  specific purpose of acquiring the securities offered, with total assets in
  excess of U.S. $5,000,000; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ____

  	
  Category
  12.

  	
  Any
  director or executive officer of the Company; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ____

  	
  Category
  13.

  	
  A
  natural person whose individual net worth, or joint net worth with that
  person’s spouse, at the date hereof exceeds U.S. $1,000,000; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ____

  	
  Category
  14.

  	
  A
  natural person who had an individual income in excess of U.S. $200,000 in
  each of the two most recent years or joint income with that person’s spouse
  in excess of U.S. $300,000 in each of those years and has a reasonable
  expectation of reaching the same income level in the current year; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ____

  	
  Category
  15.

  	
  A
  trust, with total assets in excess of U.S. $5,000,000, not formed for the
  specific purpose of acquiring the securities offered, whose purchase is
  directed by a sophisticated person as described in Rule 506(b)(2)(ii) under
  the 1933 Act; or

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ____

  	
  Category
  16.

  	
  Any
  entity in which all of the equity owners
  meet the requirements of at least one of the above categories;

  



 


(c)                           it has had the
opportunity to ask questions of and receive answers from the Company regarding
the investment, and has received all the information regarding the Company that
it has requested;


(d)                           it has had access to
the Internet’s System for Electronic Document Analysis and Retrieval (“SEDAR”)
at www.sedar.com and the Electronic Data Gathering and Retrieval System (“EDGAR”)
at www.sec.gov and the filings of the Company included therein, and has had
access to such other information concerning the Company as it has considered
necessary or appropriate in connection with its investment decision to acquire
the Units;


(e)                           it consents to the
Company making a notation on its records or giving instruction to the registrar
and transfer agent of the Company in order to implement the restrictions on
transfer set forth and described herein;


(f)                            it has not purchased
the Units as a result of any form of General Solicitation or General
Advertising, including any advertisements, articles, notices or other
communications published in any newspaper, magazine or similar media or
broadcast over radio, television or internet or any seminar or meeting whose
attendees have been invited by General Solicitation or General Advertising; and


(g)                           it acknowledges that
the representations, warranties and covenants contained in this Appendix are
made by it with the intent that they may be relied upon by the Company in
determining its eligibility or the eligibility of others on 



 26
 









whose behalf it is
contracting thereunder to purchase Units. 
It agrees that by accepting Units it shall be representing and
warranting that the representations and warranties above are true as at the
Closing with the same force and effect as if they had been made by it at the
Closing and that they shall survive the purchase by it of Units and shall
continue in full force and effect notwithstanding any subsequent disposition by
it of such securities.


The
Subscriber undertakes to notify the Company immediately of any change in any
representation, warranty or other information relating to the Subscriber or any
Beneficial Purchaser set forth herein which takes place prior to the Closing.


 


	
  If a Corporation,
  Partnership or Other Entity:

  	
   

  	
  If an Individual:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name of Entity

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Type of Entity

  	
   

  	
  Print or Type Name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature of Person
  Signing

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print or Type Name and
  Title of Person Signing

  	
   

  	
   

  



 



 27