Exhibit
10.15




Copy
#_________
 
 CONFIDENTIAL PRIVATE
PLACEMENT MEMORANDUM
 
 GLOBAL GOLD
CORPORATION
 
 Global
Gold Corporation, a Delaware corporation (the “Company”, “we” or “us”), is
offering (the “Offering”) to sell a minimum of 500,000 shares and up to a
maximum of 10,000,000 shares of its common stock, $.001 par value per share, at
a price of $.10.  Each share of common stock purchased also entitles
the purchaser to a warrant for the purchase of one additional share of common
stock at a price of $.15, exercisable on or before December 9, 2013, unless
mutually agreed otherwise.  The shares of common stock and
accompanying warrants being offered are collectively referred to as the “Units”
or the “Securities”.  The offering price of the shares of the Company’s
common stock has been determined by the Board of Directors of the
Company.
 
 The minimum subscription amount is
$50,000 for 500,000 shares of common stock, unless otherwise agreed to by the
Company, in its sole discretion.
 
 If all
the Securities are sold, the Company will have issued an additional 20,000,000
shares of its common stock for a total purchase price of
$2,500,000.  Offering proceeds shall be placed in a special
non-interest bearing account, and if the minimum offering of 500,000 shares is
not sold, subscribers shall have the right to cancel their subscriptions and
receive repayment of funds paid without interest or deduction.
 
 The
Offering will terminate upon the earlier of the completion of the sale of all of
the Securities offered or December 31, 2008, unless the Offering is extended up
to an additional 30 days until January 30, 2009 by the Company, in its sole
discretion (the “Offering Period”).  The Offering may be closed from
time to time in tranches of any number of Securities (collectively the
“Closings”).
 
 The
common stock of the Company is publicly traded only on the OTCBB,
over-the-counter market under the symbol GBGD.
 
 Neither
the Securities and Exchange Commission nor any other regulatory body has
approved or disapproved these securities or passed upon the accuracy or adequacy
of this Memorandum.  Any representation to the contrary is a criminal
offense.
 
 
 The
date of this Memorandum is December 8, 2008.
 
 
 THESE
SECURITIES INVOLVE A HIGH DEGREE OF RISK.  SEE “RISK FACTORS” set
forth in this Memorandum, and any additional applicable risk factors reflected
in any annual, quarterly and other reports filed by the Company with the
Securities and Exchange Commission (the “SEC”) (which filed documents shall be
referred to collectively as the “SEC Documents”), which are incorporated herein
by reference.
 
 THE
SECURITIES BEING OFFERED PURSUANT TO THIS MEMORANDUM HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND ARE BEING OFFERED
AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE
ACT.  SUCH SECURITIES MAY NOT BE REOFFERED OR RESOLD UNLESS THE
SECURITIES ARE REGISTERED UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE ACT IS AVAILABLE.
 
 THIS
MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER
TO BUY THE SECURITIES NOR WILL THERE BE ANY SALE OF THE SECURITIES IN ANY
JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL.  ANY DISTRIBUTION OF THIS MEMORANDUM BY THE OFFEREE IN WHOLE
OR IN PART IS UNAUTHORIZED.
 
 PROSPECTIVE
INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS LEGAL
ADVICE.  EACH INVESTOR SHOULD CONSULT HIS OWN COUNSEL AS TO LEGAL AND
RELATED MATTERS CONCERNING HIS INVESTMENT.
 
 NO
OFFERING LITERATURE OR ADVERTISING IN WHATEVER FORM WILL BE EMPLOYED IN THE
OFFERING OF THE SECURITIES.  EXCEPT FOR THIS MEMORANDUM OR STATEMENTS
OR DOCUMENTS CONTAINED HEREIN, NO PERSON HAS BEEN AUTHORIZED TO MAKE
REPRESENTATIONS, OR GIVE ANY INFORMATION, WITH RESPECT TO THE SECURITIES OFFERED
HEREBY EXCEPT THE INFORMATION CONTAINED HEREIN.
 
 THE
INFORMATION CONTAINED IN THIS MEMORANDUM IS STRICTLY
CONFIDENTIAL.  THIS MEMORANDUM AND THE INFORMATION CONTAINED IN IT
SHALL NOT BE USED OTHER THAN BY THE PERSON TO WHOM IT IS DIRECTED FOR THE
PURPOSE OF EVALUATING A POTENTIAL INVESTMENT IN THE COMPANY AND MUST NOT BE
COPIED, REPRODUCED, DISTRIBUTED OR PASSED TO OTHERS OTHER THAN ATTORNEYS OR
FINANCIAL ADVISORS REQUIRED FOR SUCH EVALUATION AND SUBJECT TO THESE
CONFIDENTIALITY OBLIGATIONS.  BY ACCEPTING DELIVERY OF THIS
MEMORANDUM, A PROSPECTIVE INVESTOR AGREES TO THE FOREGOING CONFIDENTIALITY
OBLIGATIONS AND FURTHER AGREES PROMPTLY TO RETURN TO THE COMPANY THIS MEMORANDUM
AND ANY OTHER DOCUMENTS OR INFORMATION FURNISHED IF THE PROSPECTIVE INVESTOR
ELECTS NOT TO PURCHASE ANY OF THE SECURITIES OFFERED HEREBY OR IF THE OFFERING
IS TERMINATED OR WITHDRAWN.  The foregoing is in addition to, and
shall not alter or impair, any other confidentiality agreements entered into by
the recipient.
 
 2
 CONNECTICUTRESIDENTS
 
 THE
SECURITIES REFERRED TO IN THIS MEMORANDUM WILL BE SOLD PURSUANT TO THE EXEMPTION
SET OUT IN SECTION 36-490(B)(9) OF THE CONNECTICUT UNIFORM SECURITIES
ACT.  THE UNITS HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE
OF CONNECTICUT. THE UNITS CANNOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION
WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT.  THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE BANKING COMMISSIONER OF THE STATE OF CONNECTICUT, NOR HAS THE
COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
OFFERING.  ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.
 
 CALIFORNIARESIDENTS
 
 THE SALE OF THE SECURITIES WHICH ARE
THE SUBJECT OF THIS OFFERING HAS NOT BEEN QUALIFIED WITH THE COMMISSIONER OF
CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCH SECURITIES OR
THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH
QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES IS EXEMPTED FROM
QUALIFICATION BY SECTION 25100, 25102 OR 25105 OF THE CALIFORNIA CORPORATIONS
CODE.  THE RIGHTS OF ALL PARTIES TO THIS OFFERING ARE EXPRESSLY
CONDITIONED UPON SUCH QUALIFICATIONS BEING OBTAINED, UNLESS THE SALE IS SO
EXEMPT.
 
 NEW YORKRESIDENTS
 
 THE
OFFERING LITERATURE USED IN CONNECTION WITH THE OFFERING HAS NOT BEEN FILED WITH
OR REVIEWED BY THE ATTORNEY GENERAL OF THE STATE OF NEW YORK PRIOR TO ITS
ISSUANCE AND USE.  THE ATTORNEY GENERAL OF NEW YORK HAS NOT PASSED ON
OR ENDORSED THE MERITS OF THIS OFFERING.  ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.
 
 
 *      *       *      *       *
 
 3
 Each prospective investor will be
afforded, and should seek, the opportunity to obtain any additional information
which such prospective investor may reasonably request, to ask questions of, and
to receive answers from, the Company or any other person authorized by the
Company to act, concerning the terms and conditions of the Offering, the
information set forth herein and any additional information which such
prospective investor believes is necessary to evaluate the merits of the
Offering, as well as to obtain additional information necessary to verify the
accuracy of information set forth herein or provided in response to such
prospective investor's inquiries.  Any prospective investor having any
questions or desiring additional information should contact:
 
 Van Z.
Krikorian, Chairman and Chief Executive Officer
 45 East
Putnam Avenue
 Greenwich,
Connecticut 06830
 (203)
422-2300
 
 4
 TABLE
OF CONTENTS
   CAPTION
                  PAGETerms
      of the Offering
                  6Form
      10-KSB filed by the Company for the year ended December 31,
      2007
                  Exhibit
      AForm
      10-Q filed by the Company for the quarter ended September 30,
      2008
                  Exhibit
      BSubscription
      Agreements
                  Appendix
      AAccredited
      Investor Suitability Questionnaire
                  Appendix
      BRegistration
      Rights Agreement
                  Appendix
      CForm
      of Warrant
                  Appendix
      D
 
 
 5
  TERMS
OF
 THE
OFFERING
 
 Business
                The
      Company is presently engaged in developing and acquiring interests in gold
      and other mineral-bearing properties in Chile, Armenia, and
      Canada.  The Company is currently in the development stage and
      has only received minor revenues from mining activity. Although, in
      December 2006, the Company restructured the Aigedzor Mining Company Joint
      Venture in Armenia in exchange for: one million dollars; a 2.5% Net
      Smelter Return royalty payable on all products produced from the Lichkvaz
      and Terterasar mines as well as from any mining properties acquired in a
      20 kilometer radius of the town of Aigedzor in southern Armenia; and five
      million shares of Iberian Resources Limited's common stock. In 2007,
      Iberian Resources Limited merged into Tamaya Resources Limited and the
      five million Iberian shares were converted into twenty million shares of
      Tamaya Resources Limited.  The Company previously engaged in
      developing a gold mining project in Armenia under a joint venture with the
      Armenian state gold enterprise and in 1997 sold its interest in the joint
      venture to a third party, which was later acquired by Vedanta Resources
      Ltd.
 
 Securities
      Offered
                (a)     The
      Company is offering to sell a minimum of 500,000 and a maximum of
      10,000,000 shares of its common stock at a purchase price of $.10 per
      share, with a minimum purchase of 500,000 shares, for the purchase price
      of $50,000 payable in cash upon subscription.  Each share
      purchased shall also entitle the purchaser to a warrant for the purchase
      of an additional one share at the price per share of $.15 exercisable on
      or before December 9, 2013, unless mutually agreed
    otherwise.
 
 (b)
                The
      Company reserves the right to sell less than a minimum of 500,000 shares
      to any investor.
 
 
 6
 
 Common
Stock Outstanding
  Prior
      to Offering
              34,417,023
      shares as of December 1, 20081
  After
      Offering
                Up
      to 44,417,023 shares as of the close of the Offering and up to 54,417,023
      if all of the warrants and options are exercised1
 
 Use
      of Proceeds
                For
      partial payment of necessary expenses related to mining development and
      property acquisition purposes in Chile, Canada, and Armenia, including
      primarily the development and production from  the gold and
      silver  bearing properties in Armenia including Tukhmanuk,
      Marjan, and Getik, development, plant acquisition  and
      operations for an approximately 20,000 hectare gold  mineral
      bearing property in Chile,  and closing costs for the Company’s
      Global Gold Uranium, LLC subsidiary’s operations in Canada, as well as
      general corporate and working capital
purposes.
 
 Offering
proceeds will be deposited and held in a non-interest bearing segregated account
at J.P. Morgan Chase Bank and may be withdrawn by the Company upon the closing
of the Offering or any tranches thereof, once the minimum subscription amount
has been received by the Company.
 
 Who
      May Invest
                The
      shares of common stock of the Company are being offered pursuant to this
      Memorandum solely to persons (i) who are “accredited investors” (as
      defined in Regulation D promulgated under the Act) in reliance on
      Regulation D or (ii) who are non U.S. persons (as defined in Regulation S
      promulgated under the Act) in an offshore transaction (as defined in
      Regulation S) in reliance on Regulation S.  See the Subscription
      Agreement attached hereto as Appendix A and the Accredited Investor
      Suitability Questionnaire attached hereto as Appendix
  B.
 
 Risk
      Factors
                The
      shares of common stock of the Company offered hereby involve a high degree
      of risk, including, without limitation, the
  following:
  
 1
Excluding all shares of common stock issuable pursuant to options or warrants to
purchase common stock which totaled 5,129,166 shares as of December 1,
2008.
  7
 
 (i)
                the
      Company is a development stage company and has not generated sustained,
      significant mining revenues to date but has developed and sold interests
      in Armenian gold mining joint
ventures;
 
 (ii)
                the
      Company requires significant amounts of additional funding to continue its
      planned development at its current properties as described in the
      Company’s last 10-KSB and other public
filings;
 
 (iii)
                the
      Company may not be able to obtain adequate insurance protection for its
      potential investments in the mining
projects;
 
 (iv)
                the
      prices of gold and other minerals historically fluctuate and are affected
      by numerous factors beyond the Company’s control and no assurance can be
      given that any reserves proved or estimated will actually be
      produced;
 
 (v)
                the
      Company’s proposed mining operations will be subject to a variety of
      potential engineering, seismic and other risks, some of which cannot be
      predicted and which may not be covered by
  insurance;
 
 (vi)
                the
      Company will be subject to intense competition in its proposed mining
      activity and many mining companies have substantially greater resources
      than those possessed by the
Company;
 
 (vii)
                the
      shares of common stock are subject to restrictions on
      transfer;
 
 (viii)
                the
      SEC in any future review of the Company’s filings of any kind with it may
      question the classification of the Company for federal securities law
      purposes (although it has not done to date), which could adversely affect
      the future operations of the Company or the public trading of its shares
      of common stock;
 
 8
 (ix)
                an
      investor may lose his entire investment in the shares of common
      stock;
 
 (x)
                the
      Company’s senior management, and one of its directors own approximately
      19% of the shares of the Company’s common stock and, if they act jointly
      with the shareholders associated with Firebird Management, LLC which own
      approximately 28.1% of the shares of the Company’s common stock, will be
      able to effectively determine the vote on any matter being voted on by the
      Company’s stockholders; and
 
 (xi)
                the
      value of the Company’s assets may be adversely affected by political,
      economic, regulatory, and other factors in Armenia, Canada, and
      Chile;
 
 (xii)
                the
      Company was subject in Armenia to corrupt practices which have been
      reported to the authorities, made the subject of international
      arbitrations, and while the Company has amicably and favorably settled its
      disputes with the Armenian Government, as described in the Company’s
      public filings, it has unresolved claims against certain individuals and
      entities which may require further arbitration or litigation, there can be
      no assurances that the Company will be able to resolve these
      problems.
  Restrictions
on Resale;
 Registration
      Rights
                The
      investors who purchase any shares of common stock pursuant to the Offering
      will be restricted from selling, transferring, pledging or otherwise
      disposing of any shares due to restrictions under applicable Federal and
      state securities law.   The Company has agreed to give each
      investor on demand (commencing 90 days after the closing of this
      Offering), piggyback, and certain other registration rights (provided
      investors with not less than 51% of the shares sold in the Offering so
      request) with respect to the shares of common stock sold in the
      Offering.  See the Subscription Agreement attached hereto as
      Appendix A and the Registration Rights Agreement attached hereto as
      Appendix C.
 
 9
 Listing
                The
      Company’s shares of common stock are currently not listed for trading on
      any stock exchange.  The Company’s shares are publicly trading
      on the OTCBB, over-the-counter market in the United States (the
      application for such trading was approved by the National Association of
      Securities Dealers, Inc. and the Company’s common stock became eligible
      for trading on the OTCBB on March 31,
2004).
 
 How
      to Invest
                Each
      investor must:
 
 (a)
                execute and deliver
      the SubscriptionAgreement
      attached hereto as Appendix A, and pay the subscription price for the
      shares of common stock as provided
therein;
 
 (b)
                execute and deliver
      the Accredited InvestorSuitability
      Questionnaire attached hereto as Appendix B (for U.S. investors
      only);
 
 (c)
                execute
      and deliver the Registration Rights Agreement attached hereto as Appendix
      C; and
 
 (d)
                deliver
      all of the signed documentsto
      the Company.
 
 All
references contained in this description of “The Terms of Offering” are
qualified in their entirety by reference to the specific agreements containing
the applicable terms.
 
 10
  
 APPENDIX
A
 
 SUBSCRIPTION
AGREEMENT
 
 
 Global
Gold Corporation
 45 East
Putnam Avenue
 Greenwich,
Connecticut 06830
 
 Gentlemen:
 
 This
Subscription Agreement (the “Agreement”) has been executed by the undersigned in
connection with the offer by Global Gold Corporation, a Delaware corporation
(the “Company”) to sell a minimum of 500,000 shares and up to a maximum of
10,000,000 shares of its common stock, $.001 par value per share (the “Common
Stock”), at a price of $.10.  Each share of Common Stock purchased
also entitles the purchaser to a warrant for the purchase of one additional
share of Common Stock at a price of $.15, exercisable on or before December 9,
2013, unless mutually agreed otherwise. (The shares of Common Stock and
accompanying warrants being offered are collectively referred to as the “Units”
or the “Securities”.  The Units are being offered pursuant to the Company’s
Confidential Private Placement Memorandum dated December 8, 2008, as may be
amended from time to time (the “Memorandum”).  The Offering is
intended to come within the provision of Regulation D under the Securities Act
of 1933, as amended (the “Securities Act”).
 
 The undersigned and the Company hereby
agree as follows:
 
 1.           (a)           Subject
to the terms and conditions hereof, the undersigned hereby irrevocably
subscribes for the number of shares of Common Stock at the aggregate purchase
price set forth at the end hereof at the rate of $.10 per share (the “Purchase
Price”).  In connection therewith, the undersigned hereby
tenders:
 
 (i)           the
Purchase Price in cash or by check (subject to collection), bank draft or postal
or express money order payable in United States dollars, or by wire transfer, to
“Global Gold Corporation - Special Account”
 
 (ii)           an
executed copy of this Agreement;
 
 (iii)
                an
      executed copy of the Accredited Investor Suitability Questionnaire;
      and
 
 (iv)
                an
      executed copy of the Registration Rights
  Agreement.
 
 1
 (b)           The
Purchase Price will be deposited by the Company in a non-interest-bearing
segregated bank account at J.P. Morgan Chase Bank or another bank selected by
the Company in its sole discretion.  The Purchase Price will be
available for the Company’s sole use immediately upon its acceptance of the
Agreement and the closing of the Offering or any tranche thereof; provided,
however, if the minimum offering of 500,000 shares is not sold, the undersigned
shall have the right to cancel the subscription and receive repayment of funds
paid without interest or deduction.
 
 2.           The
Company represents and warrants to the undersigned that since September 30,
2008, there has been no material adverse change in the financial condition,
results of operations or general affairs of the Company, other than as disclosed
in the Memorandum, all reports filed by the Company with the Securities and
Exchange Commission, and press releases, issued by the Company.
 3. The
undersigned represents and warrants to the Company that:
 
 (a)           The
undersigned has received a copy of the Memorandum, and has carefully
read and fully understands the Memorandum, including the Risk Factors set forth
therein and any additional risk factors reflected in any annual, quarterly and
other reports filed by the Company with the Securities and Exchange Commission
or press releases;
 
 (b)           THE
UNDERSIGNED UNDERSTANDS THAT THIS INVESTMENT
IN THE COMPANY IS ILLIQUID AND INVOLVES A HIGH DEGREE OF RISK AND IS ONLY
SUITABLE FOR AN INVESTOR WHO CAN AFFORD TO LOSE HIS ENTIRE INVESTMENT IN THE
SECURITIES;
 
 (c)           The
undersigned understands that the Securities offered herein have not
been registered under the Securities Act or the securities laws of any state of
the United States and will be subject to substantial restrictions on
transferability unless and until the Securities are registered or an exemption
from registration becomes available;
 
 (d) The
undersigned understands that an appropriate stop transfer order will be
placed on the books of the Company’s transfer agent respecting the certificates
evidencing the Securities and such certificates shall bear such legend until
such time as the respective securities in question shall have been registered
under the Securities Act or shall have been transferred in accordance with an
opinion of counsel acceptable to counsel for the Company that such registration
is not required;
 
 (e)           The
undersigned’s decision to purchase the Securities is based solely on
the information contained in the Memorandum;
 
 (f)           The
residence of the undersigned set forth below is the true and correct
residence of the undersigned;
 
 2
 (h) The
undersigned meets the suitability standards set forth in the Memorandum
under “Who May Invest” and specifically satisfies the definition of an
“accredited investor” or as otherwise set forth therein;
 
 (i)           The
Accredited Investor Suitability Questionnaire executed and delivered by the
undersigned is true and complete in all respects;
 
 (j)      The
undersigned (A) has been given the opportunity to ask questions of, and receive
answers from, the Company concerning the terms and conditions of the Offering
and other matters pertaining to an investment in the Securities, and all such
questions have been answered to the satisfaction of the undersigned; (B) has
been given the opportunity to obtain such additional information necessary to
verify the accuracy of the information contained in the Memorandum or that which
has been otherwise provided in order for him to evaluate the merits and risks of
investment in the Securities; and (C) has been given the opportunity to obtain
additional information from the Company, in each case except to the extent the
Company has informed the undersigned that it does not possess such information
and cannot acquire it without unreasonable effort or expense, or that the
requested information is proprietary and confidential, and the undersigned has
not been furnished with any other offering literature or prospectus except as
referred to herein in the Memorandum;
 
 (k)      The
undersigned has not relied on any oral representation, warranty or information
in connection with the Offering by the Company or any officer, director,
employee, agent, affiliate or subsidiary or counsel or other advisor of any of
them that is inconsistent with the terms hereof; and
 
 (l)       The
undersigned is purchasing the Securities for his own account for investment
purposes only and not with a view to the sale or other distribution thereof, and
that the undersigned presently has no intention of offering, selling,
transferring, pledging, hypothecating, or otherwise disposing of all or any part
of the Securities at any particular time, for any particular price, or upon the
happening of any particular event or circumstances.
 
 (m)     At
no time in connection with the offer or sale of the Securities was the
undersigned solicited by any leaflet, public promotional meeting, circular,
newspaper or magazine article, radio or television advertisement or any other
form of general advertising.
 
 4.   
         (a)      The
undersigned acknowledges that many jurisdictions, including the United States,
are in the process of changing or creating anti-money laundering, anti-terrorism
and similar laws, regulations and policies, and many brokers and other financial
intermediaries are in the process of changing or creating responsive disclosure
and compliance policies, which may apply to the Company (together,
“Rules”).  The undersigned understands that the Company will comply
with any Rule to which it is or may become subject, including, without
limitation, any that may require the Company to obtain certain information,
documents or assurances from the undersigned or to make disclosures about the
undersigned to governmental authorities or financial
intermediaries.  Accordingly, the undersigned agrees to provide
promptly on request, at the time of its subscription, or at any time an
additional investment is made in the Company, any such information, document and
assurance as the Company may, in its sole judgment, request in order to verify
the undersigned’s identity or that of any of its affiliates that owns or
controls the undersigned. The undersigned also understand that the Company
may also request such information, documents or assurances with respect to any
proposed transferee of the Securities.
 
 3
 (b)      Neither
the undersigned nor, to the knowledge of the undersigned,  any other
party having a direct or indirect beneficial interest in the Securities or that
owns or controls the undersigned is (i) identified on the Specially Designated
Nationals and Blocked Persons List of the U.S. Department of Treasury Office of
Foreign Assets Control (“OFAC”), (ii) owned or controlled by, or acting on
behalf of, any person or entity listed on such list or (iii) the target, or
owned or controlled by or acting on behalf of any person or entity that is the
target, of any sanction, regulation or law promulgated by OFAC or any other U.S.
governmental entity such that the entry into this Agreement or the performance
of any of the transactions contemplated hereby would contravene any such
sanction, regulation or law.
 
 (c)    
To the knowledge of the undersigned, the monies used to make the investment in
the Securities are not derived from, invested for the benefit of, or related in
any way to, the governments of, or persons within, (i) any country under a U.S.
embargo enforced by OFAC, (ii) that has been designated as a “non-cooperative
country or territory” by the Financial Action Task Force on Money Laundering or
(iii) that has been designated by the U.S. Secretary of the Treasury as a
“primary money laundering concern.”  If the undersigned is an entity,
it has conducted reasonable due diligence with respect to all of its beneficial
owners, has reasonable policies and procedures to establish the identities
of all beneficial owners and the source of each of the beneficial owner’s funds
and will retain evidence of any such identities, any such source of funds and
any such due diligence.  The undersigned does not know or have any
reason to suspect that (A) the monies used to fund the investment in the
Securities have been or will be derived from or related to any illegal
activities, including, without limitation, money laundering activities, and (B)
the proceeds of the investment in the Securities will be used to finance any
illegal activities.
 
 (d)           If
the undersigned has or will receive deposits from, make payments to or conduct
transactions relating to a non-U.S. banking institution (a “Non-U.S. Bank”) in
connection with the investment in the Securities, to the undersigned’s
knowledge, such Non-U.S. Bank:  (i) has a fixed address, other than an
electronic address or a post office box, in a country in which it is authorized
to conduct banking activities and, to the undersigned’s knowledge, (ii) employs
one or more individuals on a full-time basis, (iii) maintains operating records
related to its banking activities, (iv) is subject to inspection by the banking
authority that licensed it to conduct banking activities and (v) does not
provide banking services to any other Non-U.S. Bank that does not have a
physical presence in any country and that is not a registered
affiliate.
 
 4
 
 5.           All
certificates for the Securities shall bear the following notice:
  THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES
REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES,
AND MAY ONLY BE SOLD, RESOLD, PLEDGED, ASSIGNED, TRANSFERRED OR OTHERWISE
DISPOSED OF IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE LAWS OF THE
STATES, TERRITORIES AND POSSESSIONS OF THE UNITED STATES GOVERNING THE OFFER AND
SALE OF SECURITIES AND ONLY (1) OUTSIDE THE UNITED STATES TO A PERSON OTHER THAN
A U.S. PERSON (AS SUCH TERMS ARE DEFINED IN REGULATION S UNDER THE SECURITIES
ACT) IN ACCORDANCE WITH RULES 901 THROUGH 905 AND THE PRELIMINARY NOTES OF
REGULATION S UNDER THE SECURITIES ACT, (2) TO A PERSON WHOM THE HOLDER OF THE
SECURITIES REPRESENTED HEREBY REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (3) PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PROVIDED BY RULE 144
UNDER THE SECURITIES ACT (IF AVAILABLE), OR (4) PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT. THE HOLDER, BY ITS ACCEPTANCE
OF THIS CERTIFICATE OR THE SECURITIES REPRESENTED HEREBY, AS THE CASE MAY BE,
REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING
RESTRICTIONS.
 
 6.           The
undersigned understands and agrees that this subscription is subject to the
following terms and conditions:
 
 (a)           Except
as set forth above, this subscription is irrevocable and the execution and
delivery of this Agreement will not constitute an agreement between the
undersigned and the Company until this Agreement has been accepted by the
Company;
 
 (b)           The
Company can, in its sole discretion, reject a subscription as soon as
practicable after receipt of the undersigned’s subscription.  The
undersigned will be promptly notified by the Company as to whether his
subscription has been accepted.  If the undersigned’s subscription is
not accepted, his check will be returned promptly and all of his obligations
hereunder shall terminate; and
 
 5
 (c)           This
subscription is not transferable or assignable, either before or after
acceptance hereof by the Company, and the Securities issuable on account of this
subscription will only be issued in the name of, and delivered to, the
undersigned.
 
 7.           If
the undersigned is a corporation, partnership, limited liability company, estate
or trust, the undersigned represents and warrants that:
 
 (a)           The
undersigned has been duly formed and is validly existing in good standing under
the laws of the jurisdiction of its formation with full power and authority to
enter into the transactions contemplated by this Agreement;
 
 (b)           This
Agreement has been duly and validly authorized, executed and delivered, and,
when executed and delivered by the entity, will constitute the valid, binding
and enforceable agreement of the undersigned;
 
 (c)           The
person signing this Agreement and any other instrument delivered on behalf of
such entity has been duly authorized by such entity and has full power and
authority to do so; and
 
 (d)           Such
entity has not been formed for the specific purposes of acquiring the
Securities.
 
 8.           The
representations, warranties and agreements made by the undersigned and the
Company herein have been made with the intent that they be relied upon by the
other party for purposes of the Offering.  Both parties further
undertake to notify the other party immediately of any change in any information
supplied by either party.  If more than one person is signing this
Agreement, each representation, warranty and agreement shall be a joint and
several representation, warranty and agreement of each such
subscriber.
 
 9.           The
undersigned unconditionally agrees to indemnify and hold the Company, its
officers, directors and shareholders or any other person who may be deemed to
control the Company, and any of their counsel, advisors and accountants,
harmless from any loss, liability, claim, damage or expense, arising out of the
material inaccuracy of any of the undersigned’s, or the undersigned’s attorney’s
or agent’s representations, warranties or statements or the material breach of
any of the agreements contained herein.
 
 10.           This
Agreement and the rights of the parties hereunder shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to its conflicts of law
principles. All parties hereto (i) agree that any legal suit, action or
proceeding arising out of or relating to this Agreement shall be instituted only
in a federal or state court in the City of New York in the State of New York
(ii) waive any objection which they may now or hereafter have to the laying of
the venue of any such suit, action or proceeding, and (iii) irrevocably submit
to the exclusive jurisdiction of any federal or state court in the City of New
York in the State of New York in any such suit, action or proceeding, but such
consent shall not constitute a general appearance or be available to any other
person who is not a party to this Agreement.  All parties hereto agree
that the mailing of any process in any suit, action or proceeding in accordance
with the addresses reflected in this Agreement shall constitute personal service
thereof.
 
 6
 
 Dated:
_______________, 2008
 
 Number of
shares of Common Stock subscribed for at $.10 per share: ________
shares
 Total
Purchase Price:    $_____________
 Payment
Enclosed:        $_____________
 
 ENTITY
      SUBSCRIBERS SIGN HERE:
                  INDIVIDUAL
      SUBSCRIBERS SIGN HERE:____________________________________
                  _____________________________________Print
      Name of Subscriber
                  Print
      Name of SubscriberBy:_________________________________
                  _____________________________________Signature____________________________________
                  _____________________________________Print
      Name and Title of Person Signing
                  Signature
      of Joint Subscriber, if anyMailing
      Address:
                  Mailing
      Address:____________________________________
                  _____________________________________Street
      Address
                  Street
      Address____________________________________
                  _____________________________________City,
      State and Zip Code
                  City,
      State and Zip Code____________________________________
                  _____________________________________Taxpayer
      Identification Number
                  Social
      Security Number of Subscriber____________________________________
                  _____________________________________Country
      of incorporation
                  Social
      Security Number of Joint Subscriber_____________________________________Passport
      number
  7
 
 
 (Check
One)
 __________
                Individual
 __________
                Tenants-in-common
 __________
                Joint
      tenants with right of survivorship (each must
  sign)
 __________
                Community
      property.1
 __________
                Partnership
 __________
                Corporation
 __________
                Limited
      Liability Company
 __________
                As
      custodian, trustee or agent for
      ___________________________________
 
 
 This
Subscription Agreement is
 accepted
by Global Gold Corporation
 this ____
day of ___________, 2008
 
 
 By:
_____________________________
 Van Z. Krikorian, Chairman
 and Chief Executive
Officer
 
 Number of
shares of Common Stock issued:_____________
 Warrant
issued to purchase _______ shares of Common Stock
   
 1 If the
investor is a resident of a community property state, the subscription should
indicate whether the Securities will be owned as separate or community property
and will be registered jointly in the name of more than one person, and the
nature of the joint ownership should be indicated (i.e., tenants in common,
joint tenants with right of survivorship, tenants by the entirety, or other
designation as may be permitted by the law of the state of the investor's
domicile).
   8
 APPENDIX
C
  REGISTRATION
RIGHTS AGREEMENT
 OF
 GLOBAL
GOLD CORPORATION
 
 Agreement
made as of December__, 2008 by and among Global Gold Corporation, a Delaware
corporation currently having its office and principal place of business at 45
East Putnam Avenue, Greenwich, Connecticut 06830 (the "Corporation"), and each
party purchasing shares of the common stock of the Corporation pursuant to the
Offering (as defined below) (each of the last named persons shall hereinafter be
referred to individually as a “Shareholder” and collectively as the
“Shareholders”).
  WHEREAS,
upon the closing of the offering of  up to a maximum of ten million
(10,000,000) shares of common stock of the Corporation  pursuant to
the Confidential Private Placement Memorandum dated December 8, 2008, as may be
amended from time to time  (the "Offering") (each individual closing
of which shall be referred to as the "Effective Date"), the Shareholders will
collectively own up to a maximum of ten million (10,000,000) shares of common
stock, $.001 par value per share, of the Corporation (shares of such common
stock acquired pursuant to the Offering being referred to as the "Shares" and
collectively as the "Stock");
  WHEREAS,
upon the Effective Date, the Corporation and the Shareholders desire to provide
for certain registration rights for the Stock of the Corporation or any interest
therein now or hereafter acquired by the Shareholders pursuant to the
Offering;
  NOW,
THEREFORE, effective upon the Effective Date, in consideration of the mutual
covenants and conditions herein contained, each of the parties hereby agrees as
follows:
  1.1           Request for
Registration.
  (a)           If
the Corporation shall receive, at any time after the  date hereof, a
written request from  a Holder or Holders (as defined
below)  of not less than 51% of the Shares sold in the Offering that
the Corporation file a registration statement under the Securities Act of 1933,
as amended (the “Securities Act”), covering the registration of Registrable
Securities (as defined below), then the Corporation shall: (i) within ten (10)
days of the receipt thereof, give written notice of such request to all Holders;
and (ii) file within forty five (45) days of the receipt thereof and use
commercially reasonable efforts to cause to be declared effective, the
registration statement under the Securities Act of all shares of Registrable
Securities which the Holders request to be registered (the “Registration
Statement”), subject to the limitations of subsection 1.1(b).  The
Corporation shall use commercially reasonable efforts to keep the Registration
Statement continuously effective under the Securities Act until the fifth
anniversary of the date of the date the Registration Statement is first declared
effective.  For purposes of this Section 1, a “Holder” or “Holders”
shall mean any person owning or having the right to acquire Registrable
Securities or any assignee thereof in accordance with the provisions of this
Agreement. The term “Registrable Securities” shall mean (i) the shares of Common
Stock issued by the Corporation to a Shareholder, including any shares issued
pursuant to the Stock Subscription and Stockholder Agreement and any shares
issued or issuable upon the exercise of the Warrants, and (ii) any shares of
Common Stock issued as (or issuable upon the conversion or exercise of any
warrant, right or other security which is issued as) a dividend or other
distribution with respect to, or in exchange for or in replacement of the shares
referenced in (i) above, excluding in all cases, however, (1) shares of Common
Stock with respect to which a registration statement shall have been declared
effective under the Securities Act and where such shares of Common Stock shall
have been disposed of in accordance with such registration statement, (2) shares
of Common Stock that have been distributed to the public in accordance with
Securities and Exchange Commission (“SEC”) Rule 144 (or any successor provision;
hereinafter, “Rule 144”) or (3) shares of Common Stock that are otherwise sold
by a person in a transaction in which the rights under this Section 1 are not
assigned.
  1
 (b)           If
the Holders initiating the registration request hereunder (the “Initiating
Holders”) intend to distribute the shares of Registrable Securities covered by
their request by means of an underwriting, they shall so advise the Corporation
as a part of their request made pursuant to subsection 1.1(a) and the
Corporation shall include such information in the written notice referred to in
subsection 1.1(a).  The underwriter will be selected by a majority in
interest of the Initiating Holders and shall be reasonably acceptable to the
Corporation.  In such event, the right of any Holder to include its
shares of Registrable Securities in such registration shall be conditioned upon
such Holder’s participation in such underwriting and the inclusion of such
Holder’s shares of Registrable Securities in the underwriting (unless otherwise
mutually agreed by a majority in interest of the Initiating Holders) to the
extent provided herein.  All Holders proposing to distribute their
securities through such underwriting shall (together with the Corporation as
provided in subsection 1.4(e)) enter into an underwriting agreement in customary
form and reasonably acceptable to the Corporation with the underwriter or
underwriters selected for such underwriting.  Notwithstanding any
other provision of this Section 1.1, if the underwriter advises the Initiating
Holders in writing that marketing factors require a limitation of the number of
shares to be underwritten, then the Initiating Holders shall so advise all
Holders of shares of Registrable Securities which would otherwise be
underwritten pursuant hereto, and the number of shares of Registrable Securities
that may be included in the underwriting shall be allocated among all Holders
thereof, including the Initiating Holders, in proportion (as nearly as
practicable) to the amount of shares of Registrable Securities of the
Corporation requested and entitled to be included in such registration by each
Holder; provided, however, that the number of shares of Registrable Securities
to be included in such underwriting shall not be reduced unless all other
securities are first entirely excluded from the underwriting.
  With a
view to making available to the Holders the benefits of certain rules and
regulations of the SEC which may permit the sale of such Holders’ shares to the
public without registration, the Corporation agrees to use its reasonable
efforts to: (i) make and keep current public information available at all times,
as those terms are understood and defined in Rule 144 or any similar or
analogous rule promulgated under the Securities Act; (ii) file with the SEC, in
a timely manner, all reports and other documents required of the Corporation
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and
(iii) so long as the Holders own Registrable Securities, furnish to the Holders
forthwith upon request a written statement by the Corporation as to its
compliance with the reporting requirements of Rule 144(c) of the Securities Act,
a copy of the most recent annual or quarterly report of the Corporation, and
such other reports and documents as the Holder may reasonably request in
availing itself of any rule or regulation of the SEC allowing it to sell any
such securities without registration.
  2.           Piggyback Registration
Rights.
  2.1           (a)           If
the Corporation shall propose to file a registration statement under the
Securities Act at any time during the 24-month period after the Effective Date,
either on its own behalf or that of any of its shareholders for an offering of
shares of the capital stock of the Corporation for cash or securities, the
Corporation shall give written notice as promptly as possible of such proposed
registration to each Shareholder and shall use reasonable efforts to include all
of the shares of the Stock owned by the Shareholders ( the “Seller” or
“Registering Shareholder” and collectively the “Sellers” and “Registering
Shareholders”) in such registration statements as such Seller shall request
within 10 days after receipt of such notice from the Corporation, provided,
that (A) if
shares of the Stock are being offered by the Corporation in an underwritten
offering, any shares of the Stock proposed to be included in the registration
statement on behalf of the Seller shall be included in the underwriting offering
on the same terms and conditions as the stock being offered by the Corporation,
and (B) the Seller shall be entitled to include such number of shares of the
Stock owned by the Seller in such registration statement, one time only during
the applicable period set forth herein, so that the proportion of shares of the
Stock of each Seller to be included in such registration statement to the total
number of shares of the Stock owned by him is equal to the proportion that the
number of shares of the Stock of all Sellers to be included in such registration
statement bears to the total number of shares of the Stock owned by all Sellers
(except that each Seller shall have the right to not exercise such piggyback
registration right set forth herein once, in which case such Seller shall have
the right set forth in this Section 2.1 with respect to the next succeeding
registration statement described in this Section 2.1 proposed to be filed by the
Corporation during such 36-month period); and provided further,
that (i) the Corporation shall not be required to include such number or amount
of shares owned by the Sellers in any such registration statement if it relates
solely to securities of the Corporation to be issued pursuant to a stock option
or other employee benefit plan, (ii) the Corporation may, only as to those
securities of the Corporation offered by the Corporation, withdraw such
registration statement at its sole discretion and without the consent of the
Sellers and abandon such proposed offering and (iii) the Corporation shall not
be required to include such number of shares of the Stock owned by the Sellers
in such registration statement if the Corporation is advised in writing by its
underwriter or investment banking firm that it reasonably believes that the
inclusion of the Sellers’ shares would have a material  adverse effect
on the offering.
  2
 (b)           A
registration statement filed pursuant to Section 2.1(a) shall not be deemed to
have been effected unless the registration statement related thereto (i) has
become effective under the Securities Act and (ii) has remained effective for a
period of at least nine months (or such shorter period of time in which all of
the Stock registered thereunder has actually been sold thereunder); provided,
however, that if, after any registration statement filed pursuant to Section
2.1(a) becomes effective and prior to the time the registration statement has
been effective for a period of at least nine months, such registration statement
is interfered with by any stop order, injunction or other order or requirement
of the Commission or other governmental agency or court solely due to actions or
omissions to act of the Corporation, such registration statement shall not be
considered one of the registrations applicable pursuant to Section
2.1(a).
  2.2           Delay or Suspension of
Registration.  Notwithstanding any other provision of this
Section 2 to the contrary, if the Corporation shall furnish to the
Shareholders:
  (a)           a
certificate signed by the Chief Executive Officer of the Corporation stating
that, in the good faith judgment of a majority of the members of the entire
Board of Directors of the Corporation, it would adversely and materially affect
the Corporation's ability to enter into an agreement with respect to, or to
consummate, a bona fide material transaction to which it is or would be a party,
or it would adversely and materially affect the Corporation’s classification for
federal securities law purposes,; or
  (b)           both
(A) a certificate signed by the Chief Executive Officer of the Corporation
stating that, in the good faith judgment of a majority of the members of the
entire Board of Directors of the Corporation, a material fact exists which the
Corporation has a bona
fide material business purpose for preserving as confidential and (B) an
opinion of counsel to the Corporation to the effect that the registration by the
Corporation or the offer or sale by the Shareholders of the Stock pursuant to an
effective registration statement would require disclosure of the material fact
which is referenced in the Chief Executive Officer's certificate required under
Section 2.2(b)(ii)(A) and which, in such counsel's opinion, is not otherwise
required to be disclosed, then the Corporation's obligations pursuant to Section
2.1(a) with respect to any such filing of a registration statement shall be
deferred or offers and sales of the Stock by the Shareholders shall be
suspended, as the case may be, until the earliest of: (1) the date on which, as
applicable (a) the Corporation's use of reasonable best efforts to effect the
registration of the Stock would no longer have such a material adverse effect or
(b) the material fact is disclosed to the public or ceases to be material; (2)
60 days from the date of receipt by the Shareholders of the materials referred
to in Section 2.2(b) (A) and (B) above; and (3) such time as the Corporation
notifies the Shareholders that it has resumed use of its reasonable best efforts
to effect registration of the Stock or that offers and sales of the Stock
pursuant to an effective registration statement may be resumed, as the case may
be.  A particular material transaction to which the Corporation is or
would be a party or a particular material fact shall not give rise to more than
one deferral or suspension notice by the Corporation pursuant to the provisions
of this Section 2.2.
  2.3           In
connection with any registration or qualification pursuant to the provisions of
this Section 2,  the Corporation shall, except as prohibited under the
blue sky or securities laws of any jurisdiction under which a registration or
qualification is being effected, pay all filing, registration and qualification
fees of the Securities and Exchange Commission, printing expenses, fees and
disbursements of legal counsel and all accounting expenses, except that each
Seller shall bear the fees and expenses of its own legal counsel, and the
underwriting or brokerage discounts and commissions, expenses of its brokers or
underwriters and fees of the National Association of Securities Dealers, Inc.
attributable to its Stock.
  3
 2.4           (a)           In
each case of registration of shares of Stock under the Securities Act pursuant
to these registration provisions, the Corporation shall unconditionally
indemnify and hold harmless each Seller, each underwriter (as defined in the
Securities Act), and each person who controls any such underwriter within the
meaning of Section 15 of the Securities Act or Section 20(a) of the Exchange Act
(the Sellers and each such underwriter, and each such person who controls any
such underwriter being referred to for purposes of this Section 2.4, as an
"Indemnified Person") from and against any and all losses, claims, damages,
liabilities and expenses (including reasonable attorney’s fees) arising out of
or based upon any untrue statement or alleged untrue statement of a material
fact contained in any registration statement under which such shares of the
Stock were registered under the Securities Act, any prospectus or preliminary
prospectus contained therein or any amendment or supplement thereto (including,
in each case, any documents incorporated by reference therein), or arising out
of any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein not misleading,
except insofar as such losses, claims, damages, liabilities or expenses arise
out of any such untrue statement or omission or alleged untrue statement or
omission based upon information relating to any Seller or any underwriter and
furnished to the Corporation or the Shareholders, as the case may be, in writing
by such Seller or such underwriter expressly for use therein; provided that the
foregoing indemnification with respect to a preliminary prospectus shall not
inure to the benefit of any underwriter (or to the benefit of any person
controlling such underwriter) from whom the person asserting any such losses,
claims, damages, liabilities or expenses purchased shares of the Stock to the
extent such losses, claims, damages or liabilities result from the fact that a
copy of the final prospectus had not been sent or given to such person at or
prior to written confirmation of the sale of such shares to such
person.
  (b)           In
each case of a registration of shares of the Stock under the Securities Act
pursuant to these registration provisions, each Seller participating in the
registration shall unconditionally indemnify and hold harmless the Corporation
(and its directors and officers), each underwriter and each person, if any, who
controls the Corporation or such underwriter within the meaning of Section 15 of
the Securities Act of Section 20(a) of the Exchange Act, to the same extent as
the foregoing indemnity from the Corporation to the Seller but only with
reference to information relating to such Seller and furnished to the
Corporation by such Seller for use in the registration statement, any prospectus
or preliminary prospectus contained therein or any amendment or supplement
thereto. Each Seller will use all reasonable efforts to cause any underwriters
of shares of Stock to be sold by the Seller to indemnify the Corporation on the
same terms as any Seller agrees to indemnify the Corporation, but only with
reference to information furnished in writing by such underwriter for use in the
registration statement.
  (c)           In
case any action or proceeding shall be brought against or instituted which
involves any Indemnified Person, such Indemnified Person shall promptly notify
the person against whom such indemnity may be sought (the "Indemnifying Person")
in writing and the Indemnifying Person shall retain counsel reasonably
satisfactory to the Indemnified Person to represent the Indemnified Person and
any others the Indemnifying Person may designate in such proceeding and shall
pay the fees and disbursements of such counsel related to such proceeding. In
any such action or proceeding, any Indemnified Person shall have the right to
obtain its own counsel, but the fees and expenses of such counsel shall be at
the expense of such Indemnified Person unless (i) the Indemnifying Person has
agreed to the retention of such counsel at its expense or (ii) the named parties
to any such action or proceeding include both the Indemnifying Person and the
Indemnified Person, and the Indemnified Person has been advised by counsel that
there may be one or more defenses available to such Indemnified Person which are
different from or additional to those available to the Indemnifying Person (in
which case, if the Indemnified Person notifies the Indemnifying Person that it
wishes to employ separate counsel at the expense of the Indemnifying Person, the
Indemnifying Person shall not have the right to assume the defense of such
action or proceeding on behalf of such Indemnified Person). It is understood
that the Indemnifying Person shall not be liable for the fees and expenses of
more than one separate firm of attorneys at any time for all such similarly
situated Indemnified Persons. The Indemnifying Person shall not be liable for
any settlement of any action or proceeding effected without its written
consent.
  4
 (d)           Notwithstanding
anything in this Agreement to the contrary, the Corporation shall not be liable
to any Seller for any losses, claims, damages or liabilities arising out of or
caused by (A) any reasonable delay (1) in filing or processing any registration
statement or any preliminary or final prospectus, amendment or supplement
thereto after the inclusion of the Sellers’ Stock in such registration
statement, or (2) in requesting such registration statement be declared
effective by the Commission and (B) the failure of the Commission for any reason
to declare effective any registration statement.
  3.
                    MISCELLANEOUS.
  3.1.           Notices.  All
notices or other communications required or permitted to be given pursuant to
this Agreement shall be in writing and shall be considered as duly given on (a)
the date of delivery, if delivered in person, by nationally recognized overnight
delivery service, by electronic mail, or by facsimile or (b) three days after
mailing if mailed from within the continental United States by registered or
certified mail, return receipt requested to the party entitled to receive the
same, if to the Corporation, Global Gold Corporation, 45 East Putnam Avenue,
Greenwich, Connecticut  06830, with a copy to Patterson, Belknap, Webb
and Tyler, 1133 Avenue of the Americas New York NY 10036, Attn: John E.
Schmeltzer, Esq.; and if to any Shareholder, at his or its address as set forth
in the books and records of the Corporation.  Any party may change his
or its address by giving notice to the other party stating his or its new
address.  Commencing on the 10th day after the giving of such notice,
such newly designated address shall be such party's address for the purpose of
all notices or other communications required or permitted to be given pursuant
to this Agreement.
  3.2   Governing
Law.  This Agreement and the rights of the parties hereunder
shall be governed by and construed in accordance with the laws of the State of
New York, without regard to its conflicts of law principles. All parties hereto
(i) agree that any legal suit, action or proceeding arising out of or relating
to this Agreement shall be instituted only in a federal or state court in the
City of New York in the State of New York (ii) waive any objection which they
may now or hereafter have to the laying of the venue of any such suit, action or
proceeding, and (iii) irrevocably submit to the jurisdiction of any federal or
state court in the City of New York in the State of New York in any such suit,
action or proceeding, but such consent shall not constitute a general appearance
or be available to any other person who is not a party to this
Agreement.  All parties hereto agree that the mailing of any process
in any suit, action or proceeding in accordance with the notice provisions of
this Agreement shall constitute personal service thereof.
  3.3           Remedies.    In
addition to being entitled to exercise all rights provided herein or granted by
law, including recovery of damages, each of the Shareholders will be entitled to
specific performance hereunder.  The parties agree that monetary
damages may not be adequate compensation for any loss incurred by reason of any
breach of obligations described in the foregoing sentence and hereby agrees to
waive in any action for specific performance of any such obligation the defense
that a remedy at law would be adequate.
  3.4         
Entire Agreement;
Waiver of Breach.  This Agreement constitutes the entire
agreement among the parties and supersedes any prior agreement or understanding
among them with respect to the subject matter hereof, and it may not be modified
or amended in any manner other than as provided herein; and no waiver of any
breach or condition of this Agreement shall be deemed to have occurred unless
such waiver is in writing, signed by the party against whom enforcement is
sought, and no waiver shall be claimed to be a waiver of any subsequent breach
or condition of a like or different nature.
  3.5           Binding Effect;
Assignability.  This Agreement and all the terms and provisions
hereof shall be binding upon and shall inure to the benefit of the parties and
their respective heirs, successors and permitted assigns.  This
Agreement and the rights of the parties hereunder shall not be assigned except
with the written consent of all parties hereto.
  3.6           Captions.  Captions
contained in this Agreement are inserted only as a matter of convenience and in
no way define, limit or extend the scope or intent of this Agreement or any
provision hereof.
  3.7           Number and
Gender.  Wherever from the context it appears appropriate, each
term stated in either the singular or the plural shall include the singular and
the plural, and pronouns stated in either the masculine, the feminine or the
neuter gender shall include the masculine, feminine and neuter.
  3.8           Severability.  If
any provision of this Agreement shall be held invalid or unenforceable, such
invalidity or unenforceability shall attach only to such provision and shall not
in any manner affect or render invalid or unenforceable any other severable
provision of this Agreement, and this Agreement shall be carried out as if any
such invalid or unenforceable provision were not contained herein.
  5
 3.9           Amendments.  This
Agreement may not be amended except in a writing signed by all of the parties
hereto.
  3.10 Compliance with Securities
Laws.  Commencing with the Effective
Date, the Corporation will use its best efforts to comply thereafter with the
applicable provisions of the Securities Act and the Exchange
Act.
  3.11        Counterparts.  This
Agreement may be executed in several counterparts, each of which shall be deemed
an original but all of which shall constitute one and the same
instrument.  In addition, this Agreement may contain more than one
counterpart of the signature page and this Agreement may be executed by the
affixing of such signature pages executed by the parties to one copy of the
Agreement; all of such counterpart signature pages shall be read as though one,
and they shall have the same force and effect as though all of the signers had
signed a single signature page.
 
 
 IN
      WITNESS WHEREOF, the undersigned have executed this Agreement on the date
      first above written.
 
 GLOBAL
      GOLD CORPORATION
 
 By:
      __________________________________
 Van
      Z. Krikorian, Chairmanand
      Chief Executive
Officer
 
 
 No.
      of SharesPurchased
                      SHAREHOLDER__________________________________________________________________________By:
      __________________________________
 
   6
 APPENDIX
D
 
 THIS
WARRANT AND THE UNDERLYING SHARES OF COMMON STOCK ISSUABLE UPON ITS EXERCISE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR ANY STATE SECURITIES LAWS, AND NO SALE OR TRANSFER THEREOF MAY BE
EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL
FOR THE HOLDER, SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT
REQUIRED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.
 
  No.
      ________
                    Right to
      Purchase                 
              Shares ofCommon Stock of
      Global Gold Corporation
   Global
Gold Corporation
 
 Common
Stock Purchase Warrant
 
 Global
Gold Corporation a Delaware corporation (the "Company"), hereby certifies that, for value
received, ______________________, a _____________________ corporation with
offices at _________________________________, or registered permitted assigns,
is entitled, subject to the terms set forth below, to purchase shares of the
Company’s common stock from the Company at any time or from time to
time  at a price of  $.15 per share exercisable on or before
December 9, 2013, (the “Expiration Date”) unless mutually agreed otherwise in
writing  (such purchase price per share as adjusted from time to time as
herein provided is referred to herein as the "Purchase Price").  The
number and character of such shares of Common Stock and the Purchase Price are
also subject to adjustment as provided herein.
 
 As used
herein the following terms, unless the context otherwise requires, have the following
respective meanings:
 
 (a)
                    The
      term "Company" shall include Global Gold Corporation and any corporation
      which shall succeed or assume the obligations of the Company
      hereunder.
 
 (b)
                    The
      term "Common Stock" includes the Company's Common Stock, $.001 par value
      per share, as authorized on the date hereof and any other securities into
      which or for which any of such Common Stock may be converted or exchanged
      pursuant to a plan of recapitalization, reorganization, merger, sale of
      assets or otherwise.
 
 1
 1.           Exercise of
Warrant.
 
 1.1.           Manner of Exercise: Payment
of the Purchase Price.
 
 (a)           
This Warrant may be exercised by the holder hereof, in whole or in part, at any
time or from time to time prior to the Expiration Date, by surrendering to the
Company at its principal office this Warrant, with the form of Election to
Purchase Shares attached hereto (or a reasonable facsimile thereof) duly
executed by the holder and accompanied by payment of the purchase price for the
number of shares of Common Stock specified in such form.
 
 (b)           Payment
of the purchase price may be made as follows (or by any combination of the
following): in United States currency by cash or delivery of a certified check
or bank draft payable to the order of the Company or by wire transfer to the
Company.
 
 1.2.           
When Exercise
Effective.    Each exercise of this Warrant shall be
deemed to have been effected immediately prior to the close of business on the
business day on which this Warrant shall have been surrendered to, and the
Purchase Price shall have been received by, the Company as provided in Section
1.1, and at such time the person or persons in whose name or names any
certificate or certificates for shares of Common Stock shall be issuable upon
such exercise and shall be deemed to have become the holder or holders of record
thereof for all purposes.
 
 1.3.           Trustee for
Warrantholders.   In the event that a bank or trust
company shall have been appointed as trustee for the holders of the Warrants
pursuant to Section 4.2, such bank or trust company shall have all the powers
and duties of a warrant agent appointed pursuant to Section 12 and shall accept,
in its own name for the account of the Company or such successor person as may
be entitled thereto, all amounts otherwise payable to the Company or such
successor, as the case may be, on exercise of this Warrant pursuant to this
Section 1.
 
 2.           Delivery of Stock
Certificates. etc. on Exercise.  As soon as practicable after
the exercise of this Warrant in full or in part, and in any event no later than
within 30 days thereafter, the Company at its expense (including the payment by
it of any applicable issue taxes) will cause to be issued in the name of and
delivered to the holder hereof, or as such holder (upon payment by such holder
of any applicable transfer taxes and, if requested by the Company, demonstration
by such holder of compliance with applicable securities laws) may direct, a
certificate or certificates for the number of fully paid and nonassessable
shares of Common Stock to which such holder shall be entitled on such exercise,
plus, in lieu of any fractional share to which such holder would otherwise be
entitled, cash equal to such fraction multiplied by the then current market
value of one full share, together with any other stock or other securities and
property (including cash, where applicable) to which such holder is entitled
upon such exercise pursuant to Section 1 or otherwise.
 
 3.           Adjustment for Dividends in
Other Stock, Property, etc.; Reclassification, etc.  In case at
any time or from time to time, the holders of Common Stock shall have received,
or (on or after the record date fixed for the determination of shareholders
eligible to receive) shall have become entitled to receive, without payment
therefor,
 
 2
 (a)
                    other
      or additional stock or other securities or property (other than cash) by
      way of dividend, or
 (b)
                    any
      cash (excluding cash dividends payable solely out of earnings or earned
      surplus of the Company), or
 (c)
                    other
      or additional stock or other securities or property (including cash) by
      way of spin-off, split-up, reclassification, recapitalization, combination
      of shares or similar corporate
rearrangement,
 
 other
than additional shares of Common Stock issued as a stock dividend or in a
stock-split (adjustments in respect of which are provided for in Section 5.3),
then and in each such case the holder of this Warrant, on the exercise hereof as
provided in Section 1, shall be entitled to receive the amount of stock and
other securities and property (including cash in the cases referred to in
clauses (b) and (c) of this Section 3) which such holder would hold on the date
of such exercise if on the date hereof he had been the holder of record of the
number of shares of Common Stock called for on the face of this Warrant and had
thereafter, during the period from the date hereof to and including the date of
such exercise, retained such shares and all such other or additional stock and
other securities and property (including cash in the cases referred to in
clauses (b) and (c) of this Section 3) receivable by him as aforesaid during
such period, giving effect to all adjustments called for during such period by
Sections 4 and 5.
 
 4.
                    Adjustment for
      Reorganization, Consolidation, Merger,
  etc.
 
 4.1           Reorganization.  In
case at any time or from time to time, the Company shall (a) effect a
reorganization, (b) consolidate with or merge into any other person, or (c)
transfer all or substantially all of its properties or assets to any other
person under any plan or arrangement contemplating the dissolution of the
Company, then, in each such case, the holder of this Warrant, on the exercise
hereof as provided in Section 1 at any time after the consummation of such
reorganization, consolidation or merger or the effective date of such
dissolution as the case may be, shall receive, in lieu of the Common Stock
issuable on such exercise prior to such consummation or such effective date, the
stock and other securities and property (including cash) to which such holder
would have been entitled upon such consummation or in connection with such
dissolution, as the case may be, if such holder had so exercised this Warrant
immediately prior thereto, all subject to further adjustment thereafter as
provided in Sections 3 and 5.
 
 4.2           Dissolution.  In
the event of any dissolution of the Company following the transfer of all or
substantially all of its properties or assets, the Company, prior to such
dissolution, shall at its expense deliver or cause to be delivered the stock and
other securities and property (including cash, where applicable) receivable by
the holders of the Warrants after the effective date of such dissolution
pursuant to this Section 4 to a bank or trust company having its principal
office in New York, New York, as trustee for the holder or holders of the
Warrants.
 
 3
 4.3           Continuation of
Terms.  Upon any reorganization, consolidation, merger or
transfer (and any dissolution following any transfer) referred to in this
Section 4, this Warrant shall continue in full force and effect and the terms
hereof shall be applicable to the shares of stock and other securities and
property receivable on the exercise of this Warrant after the consummation of
such reorganization, consolidation or merger or the effective date of
dissolution following any such transfer, as the case may be, and shall be
binding upon the issuer of any such stock or other securities, including, in the
case of any such transfer, the person acquiring all or substantially all of the
properties or assets of the Company, whether or not such person shall have
expressly assumed the terms of this Warrant as provided in Section
6.
 
 5.           Adjustment for Issue or Sale
of Common Stock at Less than the Purchase Price in Effect.
 
 5.1           General.  If
the Company shall, at any time or from time to time, issue any additional shares
of Common Stock (other than shares of Common Stock excepted from the provisions
of this Section 5 by Section 5.4) without consideration or for a Net
Consideration Per Share (as defined below) less than the Purchase Price in
effect immediately prior to such issuance, then, and in each such case, the
Purchase Price shall be lowered to an amount equal to the Net Consideration Per
Share.
 
 5.2           Definitions,
etc.  For purposes of this Section 5 and Section
7:
 
 The
issuance of any warrants, options or other subscription or purchase rights
with respect to shares of Common Stock and the issuance of any securities
convertible into or exchangeable for shares of Common Stock (or the issuance of
any warrants, options or any rights with respect to such convertible or
exchangeable securities) shall be deemed an issuance at such time of such Common
Stock if the Net Consideration Per Share which may be received by the Company
for such Common Stock (as hereinafter determined) shall be less than the
Purchase Price at the time of such issuance and, except as hereinafter provided,
an adjustment in the Purchase Price and the number of shares of Common Stock
issuable upon exercise of this Warrant shall be made upon each such issuance in
the manner provided in Section 5. 1. Any obligation, agreement or undertaking to
issue warrants, options, or other subscription or purchase rights at any time in
the future shall be deemed to be an issuance at the time such obligation,
agreement or undertaking is made or arises.  No adjustment of the
Purchase Price and the number of shares of Common Stock issuable upon exercise
of this Warrant shall be made under Section 5.1 upon the issuance of any shares
of Common Stock which are issued pursuant to the exercise of any warrants,
options or other subscription or purchase rights or pursuant to the exercise of
any conversion or exchange rights in any convertible securities if any
adjustment shall previously have been made upon the issuance of any such
warrants, options or other rights or upon the issuance of any convertible
securities (or upon the issuance of any warrants, options or any rights
therefor) as above provided.
  4
 For
purposes of this Section 5, the "Net Consideration Per Share" which may be
received by the Company shall be determined as follows:
 
 (A)           The
"Net Consideration Per Share" shall mean the amount equal to the total amount of
consideration, if any, received by the Company for the issuance of such
warrants, options, subscriptions, or other purchase rights or convertible or
exchangeable securities, plus the minimum amount of consideration, if any,
payable to the Company upon exercise or conversion thereof, divided by the
aggregate number of shares of Common Stock that would be issued if all such
warrants, options, subscriptions, or other purchase rights or convertible or
exchangeable securities were exercised, exchanged or converted as of the date of
their issuance.
 
 (B)           The
"Net Consideration Per Share" which may be received by the Company shall be
determined in each instance as of the date of issuance of warrants, options,
subscriptions or other purchase rights, or convertible or exchangeable
securities without giving effect to any possible future price adjustments or
rate adjustments which may be applicable with respect to such warrants, options,
subscriptions or other purchase rights or convertible securities.
 
 For
purposes of this Section 5, if a part or all of the consideration received by
the Company in connection with the issuance of shares of the Common Stock or the
issuance of any of the securities described in this Section 5 consists of
property other than cash, such consideration shall be deemed to have the same
value as shall be determined in good faith by the Board of Directors of the
Company.
 
 This
Section 5.2 shall not apply under any of the circumstances described in Section
5.4.
 
 5.3.           Extraordinary
Events.  In the event that the Company shall (i) issue
additional shares of the Common Stock as a dividend or other distribution on
outstanding Common Stock, (ii) subdivide its outstanding shares of Common Stock,
or (iii) combine its outstanding shares of the Common Stock into a smaller
number of shares of the Common Stock, then, in each such event, the Purchase
Price shall, simultaneously with the happening of such event, be adjusted by
multiplying the then Purchase Price by a fraction, the numerator of which shall
be the number of shares of Common Stock outstanding immediately prior to such
event and the denominator of which shall be the number of shares of Common Stock
outstanding immediately after such event, and the product so obtained shall
thereafter be the Purchase Price then in effect.  The Purchase Price,
as so adjusted, shall be readjusted in the same manner upon the happening of any
successive event or events described herein in this Section 5.3. The holder of
this Warrant shall thereafter, on the exercise hereof as provided in Section 1,
be entitled to receive that number of shares of Common Stock determined by
multiplying the number of shares of Common Stock which would otherwise (but for
the provisions of this Section 5.3) be issuable on such exercise by a fraction
of which (i) the numerator is the Purchase Price which would otherwise (but for
the provisions of this Section 5.3) be in effect, and (ii) the denominator is
the Purchase Price in effect on the date of such exercise.
 
 5
 5.4.           Excluded
Shares.  Section 5. 1 shall not apply to the (i) issuance of
shares of Common Stock, or options therefor, to directors, officers, employees,
advisors and consultants of the Company pursuant to any stock option, stock
purchase, stock ownership or compensation plan approved by the compensation
committee of the Company's Board of Directors or (ii) the issuance of shares
pursuant to the exercise of the warrants issued by the Company dated April 4,
2006, as amended.
 
 6.           No Dilution or
Impairment.   The Company will not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of the Warrants, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the holders of the
Warrants against dilution or other impairment.  Without limiting the
generality of the foregoing, the Company (a) will not increase the par value of
any shares of stock receivable on the exercise of the Warrants above the amount
payable therefor on such exercise, (b) will take all such action as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable shares of stock on the exercise of all Warrants
from time to time outstanding, and (c) will not transfer all or substantially
all of its properties and assets to any other person (corporate or otherwise),
or consolidate with or merge into any other person or permit any such person to
consolidate with or merge into the Company (if the Company is not the surviving
person), unless such other person shall expressly assume in writing and will be
bound by all the terms of the Warrants.
 
 7.           Accountants' Certificate as
to Adjustments.  In each case of any adjustment or readjustment
in the Purchase Price or in the shares of Common Stock issuable on the exercise
of the Warrants, the Company at its expense will promptly cause its Treasurer or
Chief Financial Officer or, if the holder of a Warrant so requests, independent
certified public accountants selected by the Company to compute such adjustment
or readjustment in accordance with the terms of the Warrants and prepare a
certificate setting forth such adjustment or readjustment and showing in detail
the facts upon which such adjustment or readjustment is based, including a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock issued or sold or deemed to have been issued
or sold, (b) the number of shares of Common Stock outstanding or deemed to be
outstanding, and (c) the Purchase Price and the number of shares of Common Stock
to be received upon exercise of this Warrant, in effect immediately prior to
such issue or sale and as adjusted and readjusted as provided in this
Warrant.  The Company will forthwith mail a copy of each such
certificate to each holder of a Warrant, and will, on the written request at any
time of any holder of a Warrant, furnish to such holder a like certificate
setting forth the Purchase Price at the time in effect and showing how it was
calculated.
 
 8.           Notices of Record Date,
etc.  In the event of
 
 6
 (a)           any
taking by the Company of a record of the holders of any class or securities for
the purpose of determining the holders thereof who are entitled to receive any
dividend or other distribution, or any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities or
property, or to receive any other right, or
 
 (b)           any
capital reorganization of the Company, any reclassification or recapitalization
of the capital stock of the Company or any transfer of all or substantially all
the assets of the Company to or consolidation or merger of the Company with or
into any other person, or
 
 (c)           any
voluntary or involuntary dissolution, liquidation or winding-up of the
Company, or
 
 (d)           any
proposed issue or grant by the Company of any shares of stock of any class or
any other securities, or any right or option to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities
(other than the issue of Common Stock on the exercise of any warrants), then and
in each such event the Company will mail or cause to be mailed to each
registered holder of a Warrant a notice specifying (i) the date on which any
such record is to be taken for the purpose of such dividend, distribution or
right, and stating the amount and character of such dividend, distribution or
right, (ii) the date on which any such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or
winding-up is to take place, and the time, if any is to be fixed, as of which
the holders of record of Common Stock shall be entitled to exchange their shares
of Common Stock for securities or other property deliverable on such
reorganization, reclassification, recapitalization, transfer, consolidation,
merger, dissolution, liquidation or winding-up, and (iii) the amount and
character of any stock or other securities, or rights or options with respect
thereto, proposed to be issued or granted, the date of such proposed issue or
grant and the persons or class of persons to whom such proposed issue or grant
is to be offered or made.  Such notice shall be mailed at least 20
days prior to the date specified in such notice on which any such action is to
be taken.
 
 9.           Reservation of Stock, etc.,
Issuable on Exercise of Warrants.  The Company will at all
times reserve and keep available, solely for issuance and delivery on the
exercise of the Warrants, all shares of Common Stock from time to time issuable
on the exercise of the Warrants represented by this certificate.
 
 10.           Exchange of
Warrants.  On surrender for exchange of any Warrant, properly
endorsed, to the Company, the Company at its expense will issue and deliver to
or on the order of the holder thereof a new Warrant or warrants of like tenor,
in the name of such holder or as such holder (upon payment by such holder of any
applicable transfer taxes and, if requested by the Company, demonstration by
such holder of compliance with applicable securities laws) may direct, calling
in the aggregate on the face or faces thereof for the number of shares of Common
Stock called for on the face or faces of the Warrant or Warrants so
surrendered.
 
 7
 11.           Replacement of
Warrants.  On receipt of evidence reasonably satisfactory to
the Company of the loss, theft, destruction or mutilation of any Warrant and, in
the case of any such loss, theft or destruction of any Warrant, on delivery of
an indemnity agreement or security reasonably satisfactory in form and amount to
the Company or, in the case of any such mutilation, on surrender and
cancellation of such warrant, the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.
 
 12.           Warrant
Agent.  The Company hereby appoints American Registrar and
Transfer Company, with offices in Salt Lake City, Utah, as its agent for the
purpose of issuing Common Stock on the exercise of the Warrants pursuant to
Section 1, exchanging Warrants pursuant to Section 10, and replacing Warrants
pursuant to Section 11, or any of the foregoing, and thereafter any such
issuance, exchange or replacement, as the case may be, shall be made at such
office by such agent.  The Company may change such agent and designate
a new agent in the United States for the above-described purposes by written
notice to each holder of a Warrant.
 
 13.           Remedies.  The
Company stipulates that the remedies at law of the holder of this Warrant in the
event of any default or threatened default by the Company in the performance of
or compliance with any of the terms of this Warrant are not and will not be
adequate, and that a holder of this Warrant may suffer irreparable harm and that
such terms may be specifically enforced by a decree by a court of competent
jurisdiction for the specific performance of any agreement contained herein or
by an injunction against a violation of any of the terms hereof or
otherwise.
 
 14.           Negotiability.  This
Warrant is issued upon the following terms, to all of which each holder or owner
hereof by the taking hereof consents and agrees:
 
 (a)           subject
to compliance with all applicable securities laws, title to this Warrant may be
transferred by endorsement (by the holder hereof executing the form of
assignment at the end hereof) and delivery in the same manner as in the case of
a negotiable instrument transferable by endorsement and delivery;
 
 (b)           any
person in possession of this Warrant properly endorsed is authorized to
represent himself as absolute owner hereof and is empowered to transfer absolute
title hereto by endorsement and delivery hereof to a bona fide purchaser hereof
for value; each prior taker or owner waives and renounces all of his equities or
rights in this Warrant in favor of each such bona fide purchaser, and each such
bona fide purchaser shall acquire absolute title hereto and to all rights
represented hereby; and
 
 (c)           until
this Warrant is transferred on the books of the Company, the Company may treat
the registered holder hereof as the absolute owner hereof for all purposes,
notwithstanding any notice to the contrary.
 
 8
 15.           Notices.   All
notices or other communications required or permitted to be given pursuant to
this Warrant shall be in writing and shall be considered as duly given on (a)
the date of delivery, if delivered in person, by nationally recognized overnight
delivery service, electronic mail, or by facsimile or (b) three days after
mailing if mailed from within the continental United States by registered or
certified mail, return receipt requested to the party entitled to receive the
same, if to the Company, Global Gold Corporation, 45 East Putnam Avenue,
Greenwich, CT 06830,  and if to the holder of a Warrant, at the
address of such holder shown on the books of the Company.  Any party
may change his or its address by giving notice to the other party stating his or
its new address.  Commencing on the 10th day after the giving of such
notice, such newly designated address shall be such party's address for the
purpose of all notices or other communications required or permitted to be given
pursuant to this Warrant.
 
 16.           Governing
Law.   This Warrant and the rights of the parties
hereunder shall be governed by and construed in accordance with the laws of the
State of New York, without regard to its conflicts of law principles. All
parties hereto (i) agree that any legal suit, action or proceeding arising out
of or relating to this Agreement shall be instituted only in a federal or state
court in the City of New York in the State of New York in the United States of
America (ii) waive any objection which they may now or hereafter have to the
laying of the venue of any such suit, action or proceeding, and (iii)
irrevocably submit to the jurisdiction of such federal or state court in the
City of New York in the State of New York in any such suit, action or
proceeding, but such consent shall not constitute a general appearance or be
available to any other person who is not a party to this Warrant.  All
parties hereto agree that the mailing of any process in any suit, action or
proceeding in accordance with the notice provisions of this Warrant shall
constitute personal service thereof.
 
 17.           Entire Agreement; Waiver of
Breach.  This Warrant constitutes the entire agreement among
the parties and supersedes any prior agreement or understanding among them with
respect to the subject matter hereof, and it may not be modified or amended in
any manner other than as provided herein; and no waiver of any breach or
condition of this Warrant shall be deemed to have occurred unless such waiver is
in writing, signed by the party against whom enforcement is sought, and no
waiver shall be claimed to be a waiver of any subsequent breach or condition of
a like or different nature.
 
 18.           Severability.  If
any provision of this Warrant shall be held invalid or unenforceable, such
invalidity or unenforceability shall attach only to such provision and shall not
in any manner affect or render invalid or unenforceable any other severable
provision of this Warrant, and this Agreement shall be carried out as if any
such invalid or unenforceable provision were not contained herein.
 
 19.           Amendment.   This
Warrant and any term hereof may be changed, waived, discharged or terminated
only by an instrument in writing signed by the party against which enforcement
of such change, waiver, discharge or termination is sought.
 
 9
  21.           Restrictions on
Transferability; Restrictive Legend.  The holder acknowledges
that this Warrant and the shares of Common Stock issuable upon exercise of this
Warrant are subject to restrictions under applicable Federal and state
securities laws.  Each certificate representing shares of Common Stock
issued shall, upon the exercise of this Warrant, bear the following legend in
addition to such other restrictive legends as may be required by
law:
 
 "The
shares represented by this certificate have not been registered under the
Securities Act of 1933, as amended (the "Act"), or any state securities laws,
and no sale or transfer thereof may be effected without an effective
registration statement or an opinion of counsel for the holder, satisfactory to
the company, that such registration is not required under the act and any
applicable state securities laws."
 
 
 Dated:                      
, 2008
 Global
Gold Corporation
 
 
 
 By:________________________________
 Van
Z. Krikorian, Chairman and CEO
   10
 [FORM
OF]
 ELECTION
TO PURCHASE SHARES
 
 To:
                    Global
      Gold Corporation
 
 The
undersigned hereby irrevocably elects to exercise the Warrant to purchase ____
shares of Common Stock, par value $.001 per share (“Common Stock”), of Global
Gold Corporation and hereby makes payment of $________ therefor .The undersigned hereby
requests that certificates for such shares be issued and delivered as
follows:
  ISSUE TO:
 (NAME)
 
 (ADDRESS,
INCLUDING ZIP CODE)
 
 (SOCIAL
SECURITY OR OTHER IDENTIFYING NUMBER)
 
 DELIVER
TO:
 
 (NAME)
 
 (ADDRESS,
INCLUDING ZIP CODE)
 
 
 
 If the
number of shares of Common Stock purchased (and/or reduced) hereby is less than
the number of shares of Common Stock covered by the Warrant, the undersigned
requests that a new Warrant representing the number of shares of Common Stock
not so purchased (or reduced) be issued and delivered as follows:
 
 ISSUE
TO:
 
 (NAME OF
HOLDER)
 
 (ADDRESS,
INCLUDING ZIP CODE)
 
 
 
 11
  DELIVER
TO:
 (NAME OF
HOLDER)
 
 
 (ADDRESS,
INCLUDING ZIP CODE)
 
 Dated:
_________________________
 
 [NAME OF
HOLDER]
 
 
 By
 Name:
 Title:
 
 
 
 
 (Signature)
 (Signature
must conform to name of holder
 as
specified on the face of the Warrant)
 
 
 
 (Print
Name)
 
 
 (Street
Address)
 
 
 (City,
State and Zip Code)
 
 
 (Person's
Social Security Number
 or Tax
Identification Number)
 
 
 12
 FORM OF
ASSIGNMENT
 
 (To be
signed only on transfer of warrant)
 
 For value
received, the undersigned hereby sells, assigns, and transfers unto
_________________________________ the right represented by the within Warrant to
purchase shares of Common Stock of Global Gold Corporation to which the within
Warrant relates, and appoints ____________________________as its attorney to
transfer such right on the books of Global Gold Corporation with full power of
substitution in the premises.
 
 Dated:  ________________
 
 
 (Signature)
 (Signature
must conform to name of holder as specified on the face of the
Warrant)
 
 
 
 (Print
Name)
 
 (Street
Address)
 
 (City,
State and Zip Code)
 
 (Person's
Social Security Number
 or Tax
Identification Number)
 
 
 
 Signed in
the presence of:
 
 
 ________________________
   13