Exhibit 10.12

                                                                 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 4,000,000 shares and
up to a maximum of 10,400,000 shares of its common stock, $.001 par value, with
a minimum purchase of 100,000 shares of common stock with the purchase price of
$1.25 per share for such shares, or $125,000 payable in cash upon subscription,
and with each three shares purchased also entitling the purchaser to a warrant
for the purchase of an additional one share at the price per share of $2.00
exercisable on or before the sooner of (a) April 1, 2008 or (b) sixty (60) days
following a determination by the Company that the weighted average trading price
of the common shares over a thirty (30) consecutive trading day period
commencing after August 1, 2006 is $3.00 USD or greater (the "Units" or the
"Securities"). The price of the shares of common stock has been determined by
the Board of Directors of the Company.

            If all the Securities are sold, the Company will have issued an
additional 10,400,000 shares of its common stock for a total purchase price of
$13,000,000. Offering proceeds shall be placed in a special non-interest bearing
account, and if the minimum offering of 4,000,000 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 March 31, 2006 unless the Offering is
extended up to an additional 30 days until April 30, 2006 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 March 1, 2006.


<PAGE>


         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.

CONNECTICUT RESIDENTS:

         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.

                                       2

<PAGE>

CALIFORNIA RESIDENTS

         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 YORK RESIDENTS:

         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.

                                    * * * * *

         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:

            Drury J. Gallagher, Chairman and Chief Executive Officer
                              45 East Putnam Avenue
                          Greenwich, Connecticut 06830
                                 (203) 422-2300


                                       3

<PAGE>

                                TABLE OF CONTENTS

CAPTION                                                                     PAGE

Terms of the Offering .........................................................5

Form 10-K filed by the Company for the year ended December 31, 2004 and
Form 10-Q filed by the Company for the quarter ended September 30, 2005 included
with separate transmittal letter to prospective investor.

Subscription Agreement ...............................................Appendix A

Accredited Investor Suitability Questionnaire.........................Appendix B

Registration Rights Agreement ........................................Appendix C

Form of Warrant.......................................................Appendix D






























                                       4

<PAGE>

                                    TERMS OF
                                  THE OFFERING

Business  The  Company is  presently  engaged in  developing  and  acquiring
          interests in gold and other mineral-bearing  properties in Armenia and
          Chile.  The Company is currently in the development  stage and has not
          received any revenues  from mining  activity.  The Company  previously
          engaged in  developing a gold mining  project in Armenia under a joint
          venture with the Armenian state gold  enterprise and sold its interest
          in the joint venture to a third party.

Securities
Offered   (a)  The Company is offering to sell a minimum of 4,000,000  and a max
               of 10,400,000  shares, of its common stock at a purchase price of
               $1.25 per share,  with a minimum purchase of 100,000 shares,  for
               the purchase price of $125,000 payable in cash upon subscription.
               Each three shares purchased shall also entitle the purchaser to a
               warrant for the purchase of an additional  one share at the price
               per share of $2.00  exercisable  on or before  the  sooner of (a)
               April 1, 2008 or (b) sixty (60) days following a determination by
               the Company that the weighted average trading price of the common
               shares  over  a  thirty  (30)  consecutive   trading  day  period
               commencing after August 1, 2006 is $3.00 USD or greater.


          (b)  The Company  reserves  the  right to sell  less than a
               minimum of 100,000 shares to any investor.

Common Stock
Outstanding
Prior to
Offering
After Offering 18,270,301 shares as of February 28, 2006(1)
               Up to 28,670,301 shares as of the close of the Offering and up to
               32,136,968 if all of the warrants and options are exercised (1)

Use of
Proceeds       For  mining   property   acquisition  and development purposes in
               Chile and Armenia, drilling and further  exploration,  plant and
               equipment  to improve production  at  mining   operations  in
               Armenia, due diligence on prospective acquisitions,  compensation
               to the  private   placement  agent,  as  well  as  general
               corporate and working capital purposes.

-------------------
1 Excluding all shares of common stock issuable pursuant to options or warrants
to purchase common stock which totaled 5,150,000 shares as of February 28, 2006.

                                       5
<PAGE>

Terms of the
Offering       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.

Who May Invest The  shares  of common  stock of the  Company  are being  offered
               pursuant to this Memorandum solely to persons who are "accredited
               investors" as defined in Regulation D or who are non US residents
               as defined in Regulation 901 et. seq.  (Regulation S) promulgated
               under the Securities Act of 1933, as amended.  See 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:

               (i)  the  Company  is a  development  stage  company  and has not
               generated any mining  revenues to date but has developed and sold
               an interest in an Armenian gold mining joint venture;

               (ii) the  Company  has in Chile a royalty  interest  and right to
               repurchase a  mineral-bearing  property known as Santa Candelaria
               and in Armenia  licenses for and  operations  at the Hankavan and
               Toukhmanuk  properties and surrounding  exploration areas as well
               as joint venture interests with Iberian Resources in the Lichkvaz
               and Marjan  properties and a 20%  participation  right in any new
               exploration undertaken by Sterlite Gold Limited or its successors
               in  Armenia,  and  while  it is in  negotiations  for  additional
               acquisitions  it has not closed  them On January  24,  2006,  the
               Company  has  acquired  an 80%  interest  in the  Getik  gold and
               uranium  property in exchange for 100,000 shares of the Company's
               common stock;

                                       6

<PAGE>

               (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;

               (ix) an investor may lose his entire  investment in the shares of
               common stock;

               (x) the Company's Chairman,  President,  and one of its directors
               own  approximately  30 % 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 32% 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 and other factors in Armenia or Chile.


                                       7

<PAGE>

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 with  respect to the shares of common  stock
               issuable  pursuant to the Offering.  See the Registration  Rights
               Agreement and the Subscription Agreement attached hereto.

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  Subscription  Agreement  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  Investor  Suitability
                    Questionnaire attached hereto as Appendix B;

               (c)  execute and deliver the Registration Rights Agreement
                    attached hereto as Appendix C; and

               (d)  send or deliver all of the signed documents to 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.

                                       9

<PAGE>


                                                                      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 (the "Offering) a minimum of 4,000,000
shares and up to a maximum of 10,400,000 shares, of its common stock, $.001 par
value per share, with a minimum purchase of 100,000 shares of common stock
(unless otherwise permitted by the Company), with the purchase price for such
shares payable in cash upon subscription. Each three shares purchased shall also
entitle the purchaser to a warrant for the purchase of an additional one share
at the price per share of $2.00 exercisable on or before the sooner of (a) April
1, 2008 or (b) sixty (60) days following a determination by the Company that the
weighted average trading price of the common shares over a thirty (30)
consecutive trading day period commencing after August 1, 2006 is $3.00 USD or
greater. The shares of common stock of the Company together with the warrants
(the "Units" or the "Securities") are being offered pursuant to the Company's
Confidential Private Placement Memorandum dated March 1, 2006, 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
"Act").

         The undersigned and the Company hereby agree as follows:

         1. Subscription.

                  (a) Subject to the terms and conditions hereof, the
undersigned hereby irrevocably subscribes for the number of Units at the
aggregate purchase price set forth at the end hereof at the rate of $1.25 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

<PAGE>


                  (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. If the
minimum offering of 4,000,000 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, 2005, 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, the periodic 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
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 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 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

<PAGE>

                  (g) The undersigned has read and understands the Memorandum;

                  (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 this investment, 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 to
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 been furnished with 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; 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.

         4. The undersigned understands and agrees that this subscription is
subject to the following terms and conditions:

                  (a) 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

                                       3

<PAGE>

                  (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.

         5. 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.

         6. 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.

         7. 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 inaccuracy of any of the undersigned's, or his attorney's or
agent's representations, warranties or statements or the breach of any of the
agreements contained herein.


         8. 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.

                                       4

<PAGE>
Dated: _______________, 2006

Number of Shares Subscribed at $1.25 per share: ________ Share [s]
Total Purchase Price:      $_____________
Payment Enclosed:          $_____________

ENTITY SUBSCRIBERS SIGN HERE:               INDIVIDUAL SUBSCRIBERS SIGN HERE:

________________________________            __________________________________
Print Name of Subscriber                             Print Name of Subscriber


By:_____________________________            __________________________________
                                            Signature

________________________________            __________________________________
Print Name and Title of Person Signing     Signature of Joint Subscriber, if any


Mailing 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

(Check One)
__________        Individual
__________        Tenants-in-common
__________        Joint tenants with right of survivorship (each must sign)
__________        Community property.(0)
__________        Partnership
__________        Corporation
__________        Limited Liability Company
__________        As custodian, trustee or agent for ___________________________


This Subscription Agreement is
accepted by Global Gold Corporation
this ____ day of ___________, 2006


By: _____________________________
         Drury J. Gallagher, Chairman
         and Chief Executive Officer


                                       5





---------------------------
     (0) * 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).

<PAGE>


                                                                      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 (the "Offering) a minimum of 4,000,000
shares and up to a maximum of 10,400,000 shares, of its common stock, $.001 par
value per share, with a minimum purchase of 100,000 shares of common stock
(unless otherwise permitted by the Company), with the purchase price for such
shares payable in cash upon subscription. Each three shares purchased shall also
entitle the purchaser to a warrant for the purchase of an additional one share
at the price per share of $2.00 exercisable on or before the sooner of (a) April
1, 2008 or (b) sixty (60) days following a determination by the Company that the
weighted average trading price of the common shares over a thirty (30)
consecutive trading day period commencing after August 1, 2006 is $3.00 USD or
greater. The shares of common stock of the Company together with the warrants
(the "Units" or the "Securities") are being offered pursuant to the Company's
Confidential Private Placement Memorandum dated March 1, 2006, 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
"Act").

         The undersigned and the Company hereby agree as follows:

         1. Subscription.

                  (a) Subject to the terms and conditions hereof, the
undersigned hereby irrevocably subscribes for the number of Units at the
aggregate purchase price set forth at the end hereof at the rate of $1.25 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

<PAGE>

                  (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. If the
minimum offering of 4,000,000 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, 2005, 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, the periodic 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 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 (i) is not a US Person (as defined
herein); (ii) will not transfer or deliver any interest in the Shares except in
accordance with the restrictions set forth in Section 2(f) of the Subscription
Agreement and in the Memorandum; (iii) will notify the Company immediately if
the undersigned becomes a US Person at any time prior to the sale of the Shares;
and (iv) is not subscribing on behalf of or funding his investment with funds
obtained from US Persons.

                    (d) Except for offers and sales to discretionary or similar
accounts held for the benefit or account of a non-US Person by a US dealer or
other professional fiduciary, all offers to sell and offers to buy the Shares
were made to or by the undersigned while the undersigned was outside the United
States and at the time that the undersigned's order to buy the Shares was
originated the undersigned was outside the United States.

                                       2

<PAGE>

                 (e) The undersigned understands that the Shares have not been
registered under the Securities Act, the securities laws of any state thereof or
the securities laws of any other jurisdiction, nor is such registration
contemplated. The undersigned agrees to resell, pledge or otherwise transfer the
Shares only in accordance with the provisions of Regulation S (Rule 901 through
905 and the Preliminary Notes), pursuant to a registration statement under the
Securities Act or pursuant to an available exemption from registration under the
Securities Act, and agrees not to enter into any hedging transactions involving
those securities, unless in compliance with the Securities Act. The undersigned
understands and agrees further that the undersigned may not sell or transfer the
Shares in the absence of either an effective registration statement under the
Securities Act or an opinion of counsel satisfactory to the Company that such
sale or transfer does not require registration under the Securities Act and will
not be in violation of the Securities Act or applicable state securities or



                  (f) 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 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;

                  (g) The undersigned's decision to purchase the Securities is
based solely on the information contained in the Memorandum;

                  (h) The residence of the undersigned set forth below is the
true and correct residence of the undersigned;

                  (i) The undersigned has read and understands the Memorandum;

                  (j) 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;

                  (k) The Accredited Investor Suitability Questionnaire executed
and delivered by the undersigned is true and complete in all respects;


                  (l) 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 this investment, 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 to
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;

                                       3

<PAGE>

                  (m) The undersigned has not been furnished with 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; and

                  (n) 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.

         4. All certificates for Shares 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. HEDGING TRANSACTIONS INVOLVING THE
         SECURITIES REPRESENTED HEREIN MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE
         WITH THE SECURITIES ACT.

                                       4

<PAGE>

         5. The undersigned understands and agrees that this subscription is
subject to the following terms and conditions:

                  (a) 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

                  (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.

         6. 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.

         7. 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.

         8. 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 inaccuracy of any of the undersigned's, or his attorney's or
agent's representations, warranties or statements or the breach of any of the
agreements contained herein.

                                       5

<PAGE>

         9. 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.


Dated: _______________, 2006

Number of Shares Subscribed at $1.25 per share: ________ Share [s]
Total Purchase Price:      $_____________
Payment Enclosed:          $_____________

ENTITY SUBSCRIBERS SIGN HERE:               INDIVIDUAL SUBSCRIBERS SIGN HERE:

________________________________            __________________________________
Print Name of Subscriber                             Print Name of Subscriber


By:_____________________________            __________________________________
                                            Signature

________________________________            __________________________________
Print Name and Title of Person Signing     Signature of Joint Subscriber, if any


Mailing 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
                                        6

<PAGE>

(Check One)
__________        Individual
__________        Tenants-in-common
__________        Joint tenants with right of survivorship (each must sign)
__________        Community property.(0)
__________        Partnership
__________        Corporation
__________        Limited Liability Company
__________        As custodian, trustee or agent for ___________________________


This Subscription Agreement is
accepted by Global Gold Corporation
this ____ day of ___________, 2006


By: _____________________________
         Drury J. Gallagher, Chairman
         and Chief Executive Officer





---------------------------------

     (0) * 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).



                                       7

<PAGE>

                                                                      APPENDIX C
                          REGISTRATION RIGHTS AGREEMENT
                                       OF
                             GLOBAL GOLD CORPORATION

                  Agreement made as of the 4th day of April, 2006 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 Memorandum (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 10,400,000 shares of common stock of the Corporation pursuant to the
Confidential Private Placement Memorandum dated March 1, 2006, as may be amended
from time to time (the "Offering") (each individual closing of which shall be
referred to as the "Effective Date"), as defined in the Offering, the
Shareholders will collectively own up to a maximum of 10,400,000 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
Shareholder 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

<PAGE>


                  1.1 Request for Registration.

                  (a) If the Corporation shall receive, at any time following
ninety  (90) days  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 "Act"),  covering the  registration  of Registrable
Securities (as defined below) the anticipated aggregate offering price for which
would exceed $3,000,000, 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 as soon as  practicable  and use  commercially  reasonable  efforts to
cause to be declared effective,  the registration under the Act of all shares of
Registrable  Securities  which the Holders request to be registered,  subject to
the limitations of subsection 1.1(b). 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 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.

                  (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.

                                       2

<PAGE>

                  (c) Notwithstanding the foregoing, if the Corporation shall
furnish to Holders requesting a registration  statement pursuant to this Section
1.1, a  certificate  signed by the Chief  Executive  Officer of the  Corporation
stating  that in the  good  faith  judgment  of the  Board of  Directors  of the
Corporation,  it would  be  seriously  detrimental  to the  Corporation  and its
stockholders  for such  registration  statement  to be filed and it is therefore
essential to defer the filing of such  registration  statement,  the Corporation
shall have the right to defer  taking  action with  respect to such filing for a
period of not more than  ninety  (90) days after  receipt of the  request of the
Initiating Holders; provided, however, that the Corporation may not utilize this
right more than twice or for periods  aggregating  more than ninety (90) days in
any twelve (12) month period.

                  (d) In addition, the Corporation shall not be obligated to
effect,  or to take any  action to effect,  any  registration  pursuant  to this
Section 1.1: (i) pursuant to a request by the Holders after the  Corporation has
effected  pursuant to this Section 1.1 two (2)  registrations  at the request of
such Holders and such registration has been declared or ordered effective;  (ii)
during  the  period  starting  with  the  date  thirty  (30)  days  prior to the
Corporation's good faith estimate of the date of filing of, and ending on a date
ninety (90) days after the effective date of, a registration  subject to Section
1.2 hereof;  provided that the  Corporation is actively  employing in good faith
all reasonable efforts to cause such registration statement to become effective;
or (iii) if the Initiating  Holders  propose to dispose of shares of Registrable
Securities all of which may be disposed of without registration pursuant to Rule
144 under the Act during a three-month period or all of which may be disposed of
pursuant to a registration statement filed pursuant to Section 1.3 below.
                  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 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 Act; (ii) file with the SEC, in a timely
manner, all reports and other documents required of the Corporation under the
Exchange Act of 1934, as amended (the "1934 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 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.


                                       3

<PAGE>

                  2. Piggyback Registration Rights.
                  2.1 (a) If the Corporation shall propose to file a
registration statement under the Securities Act of 1933, as amended (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, as to an offering of securities of the Corporation 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 an
adverse effect on the offering.

                      (b)      A registration  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:

                                       4

<PAGE>

                  (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 potentially adversely and materially affect the
Corporation's classification for federal securities law purposes, or the
Corporation has a plan to register stock to be sold for its own account within a
90-day period after the filing of the registration statement under Section
2.1(a), for the Corporation to use its reasonable best efforts to effect the
registration of the stock; 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 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) 135 days from the date of receipt by the
Shareholders of the materials referred to in Section 2.2(b) (i) and (ii) 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. If the Shareholders receive the
materials referred to in Section 2.2(b)(ii) above while a registration statement
for the offer and sale of the Stock is in effect, each Shareholder agree to
terminate immediately any offer or sale of the Stock. 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;  provided,
however,  that  the  Corporation  shall  not  be  required  in the  case  of any
registration hereunder to make blue sky filings in more than 5 states.


                                       5

<PAGE>

                      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 Securities  Exchange Act of 1934 (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
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 any 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 Securities
Exchange Act of 1934,  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.

                                       6

<PAGE>

                      (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 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  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 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.

                      3.4 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.

                                       7

<PAGE>

                      3.5 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.

                      3.6 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.

                      3.7 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.

                      3.8 Amendments.  This Agreement may not be
amended except in a writing signed by all of the parties hereto.

                      3.9 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 Securities Exchange
Act of 1934.

                      3.10 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 Agreement on
the date first above written.




                                       GLOBAL GOLD CORPORATION

                              By: __________________________________
                                     Drury J. Gallagher, Chairman
                                      and Chief Executive Officer

No. of Shares
Purchased                                   SHAREHOLDER

                                            ___________________________________


                                            ___________________________________


                                         By:___________________________________


<PAGE>


                                                                      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.                                                           U-4 Right to
                                                              Purchase Shares of
                                                              Common 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 from the Company at
any time or from time to before 5:30 P.M., Eastern Standard Time on the sooner
of (a) April 1, 2008 or (b) sixty (60) days following a determination by the
Company that the weighted average trading price of the common shares over a
thirty (30) consecutive trading day period commencing after August 1, 2006 is
$3.00 USD or greater, _______________________( ) fully paid and nonassessable
shares of Common Stock, $.001 par value, of the Company, at a purchase price per
share of Two Dollars ($2.00) (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 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 of the
                  Agreement 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

<PAGE>

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 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.

                                       2

<PAGE>

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,

         (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

<PAGE>

         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 less than the Purchase Price
in effect immediately prior to such issuance, then, and in each such case:

                  (a) the Purchase Price shall be lowered to an amount
determined by multiplying such Purchase Price then in effect by a fraction:

                           (1) the numerator of which shall be (a) the number of
shares of Common Stock
outstanding (excluding treasury shares, but including for this purpose shares of
Common Stock issuable upon the exercise of any warrants) immediately prior to
the issuance of such additional shares of Common Stock, plus (b) the number of
shares of Common Stock which the net aggregate consideration, if any, received
by the Company for the total number of such additional shares of Common Stock so
issued would purchase at the Purchase Price in effect immediately prior to such
issuance, and

                           (2) the denominator of which shall be (a) the number
of shares of Common Stock
outstanding (excluding treasury shares, but including for this purpose shares of
Common Stock issuable upon the exercise of the any warrants) immediately prior
to the issuance of such additional shares of Common Stock, plus (b) the number
of such additional shares of Common Stock so issued; and

                  (b) the holder of this Warrant shall thereafter, on the
exercise hereof as provided in Section 1, be entitled to receive the 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. 1) be
issuable on such exercise by the fraction of which (i) the numerator is the
Purchase Price which would otherwise (but for the provisions of this Section 5.
1) be in effect, and (ii) the denominator is the Purchase Price in effect on the
date of such exercise.

                                       4

<PAGE>

         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. Any adjustment of
the Purchase Price and the number of shares of Common Stock issuable upon
exercise of this Warrant with respect to this Section 5.2 which relates to
warrants, options or other subscription or purchase rights with respect to
shares of Common Stock shall be disregarded if, as, and to the extent that such
warrants, options or other subscription or purchase rights expire or are
canceled without being exercised, so that the Purchase Price effective
immediately upon such cancellation or expiration shall be equal to the Purchase
Price that otherwise would have been in effect at the time of the issuance of
the expired or canceled warrants, options or other subscriptions or purchase
rights, with such additional adjustments as would have been made to that
Purchase Price had the expired or cancelled warrants, options or other
subscriptions or purchase rights not been issued.

         For purposes of this Section 5.2, 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.

                                       5

<PAGE>

                  (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.

         5.4. 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, (ii) the issuance of
shares pursuant to the exercise of the warrants issued by the Company dated
October 31, 2000, and (iii) the issuance of any shares pursuant to the exercise
of the warrants issued by the Company dated November 4, 2004.


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.

                                       6

<PAGE>

7. Accountants' Certificate as to Adjustments. In each case of any adjustment or
readjustment 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

                  (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

                                       7

<PAGE>

                  (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.

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.

                                       8

<PAGE>

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.

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 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.

                                       9

<PAGE>

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.

20. Expiration. The right to exercise this Warrant shall expire at 5:30 P.M.
Eastern Standard Time on the sooner of (a) April 1, 2008 or (b) sixty (60) days
following a determination by the Company that the weighted average trading price
of the common shares over a thirty (30) consecutive trading day period
commencing after August 1, 2006 is $3.00 USD or greater as determined by the
Company's Board of Directors.

21. Restrictions on Transferability; Restrictive Legend. The holder acknowledges
that 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:                  , 2006
                                           Global Gold Corporation



                                           By: ________________________________
                                                Drury J. Gallagher, Chairman


                                       10

<PAGE>

[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

<PAGE>

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

<PAGE>



                               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