SUBSCRIPTION
AGREEMENT

    


    Nevada
Gold Holdings, Inc.

    1265 Mesa
Drive

    Fernley,
Nevada 89408

    


    This
Subscription Agreement (this “Agreement”)
has been executed by the subscriber set forth in the signature page attached
hereto (the “Subscriber”)
in connection with the private placement offering (the “Offering”)
of a minimum of 4,000,000 and a maximum of 8,000,000 units of securities (the
“PPO
Units”) issued by Nevada Gold Holdings, Inc., a Nevada Corporation (the
“Company”),
at a purchase price of $0.25 per PPO Unit.  Each PPO Unit consists of
(i) one share of the Company’s common stock, par value $0.001 per share (“Common
Stock”), and (ii) a warrant, substantially in the form of Exhibit A attached
hereto  (the “Warrants”),
representing the right to purchase one share of Common Stock, exercisable for a
period of five years at an exercise price of $0.50 per whole share; and in the
event the Offering is oversubscribed, the Company may, in its discretion, sell
up to 1,000,000 additional Units at the same purchase price per
Unit.

     

    The PPO
Units being subscribed for pursuant to this Agreement have not been registered
under the Securities Act of 1933, as amended (the “Securities
Act”).  The Offering is being made on a “best efforts” basis to
“accredited investors,” as defined in Regulation D under the Securities Act, and
non-”U.S. persons,” as defined in Regulation S under the Securities
Act.  The Company reserves the right, in its sole discretion and for
any reason, to reject any Subscriber’s subscription in whole or in part, or to
allot less than the number of PPO Units subscribed for.

     

    The
closing of the Offering (the “Closing;”
and the date on which such Closing occurs hereinafter referred to as the “Closing
Date”) shall be at the offices of Gottbetter & Partners, LLP, as
counsel to the Company, at 488 Madison Avenue, New York, New York 10022 (or such
other place as is mutually agreed to by the Company).  The Company may
conduct multiple closings for the sale of the PPO Units until the termination of
the Offering.  The Offering shall continue until July 15, 2009, which
date may be extended until August 15, 2009 by the Company.

     

    1.           Subscription.  The
undersigned Subscriber hereby subscribes to purchase the number of PPO Units set
forth on the signature page attached hereto, at an aggregate price as set forth
on such signature page (the “Purchase
Price”), subject to the terms and conditions of this Agreement and on the
basis of the representations, warranties, covenants and agreements contained
herein.

     

    2.           Subscription
Procedure.  To complete a subscription for the PPO Units, the
Subscriber must fully comply with the subscription procedure provided in this
Section on or before the Closing Date.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    a.           Transaction
Documents.  On or before the Closing Date, the Subscriber shall
review, complete and execute the Signature Page to this Agreement and the
Investor Certification, attached hereto as Appendix A
(collectively, the “Transaction
Documents”), and deliver the Transaction Documents to the Escrow
Agent.  Executed documents may be delivered to the Escrow Agent by
facsimile or electronic mail (e-mail), if the Subscriber delivers the original
copies of the documents to the Escrow Agent as soon as practicable
thereafter.

     

    b.           Purchase
Price.  Simultaneously with the delivery of the Transaction
Documents to the Escrow Agent as provided herein, and in any event on or prior
to the Closing Date, the Subscriber shall deliver to the Escrow Agent the full
Purchase Price by check or by wire transfer of immediately available
funds.

     

    c.           Company
Discretion.  The Subscriber understands and agrees that the
Company in its sole discretion reserves the right to accept or reject this or
any other subscription for PPO Units, in whole or in part, notwithstanding prior
receipt by the Subscriber of notice of acceptance of this
subscription.  The Company shall have no obligation hereunder until
the Company shall execute and deliver to the Subscriber an executed copy of this
Agreement.  If this subscription is rejected in whole, or the offering
of PPO Units is terminated, all funds received from the Subscriber will be
returned without interest or offset, and this Agreement shall thereafter be of
no further force or effect.  If this subscription is rejected in part,
the funds for the rejected portion of this subscription will be returned without
interest or offset, and this Agreement will continue in full force and effect to
the extent this subscription was accepted.

     

    3.           Representations and Warranties of the
Company.  The Company hereby represents and warrants to the
Subscriber the following:

     

    a.           Organization and
Qualification.  The Company is a corporation duly organized and
validly existing under the laws of the State of Nevada.  The Company
has all requisite power and authority to carry on its business as currently
conducted.  The Company is duly qualified to transact business in each
jurisdiction in which the failure to be so qualified would not reasonably be
expected to have a material adverse effect on the Company’s business,
properties, financial condition (a “Material
Adverse Effect”).

     

    b.           Authorization.  As
of the Closing, all action on the part of the Company, its board of directors,
officers and existing stockholders necessary for the authorization, execution
and delivery of this Agreement, the Warrant and the performance of all
obligations of the Company hereunder and thereunder shall have been taken, and
this Agreementt and the Warrant, assuming due execution by the parties hereto
and thereto, will constitute valid and legally binding obligations of the
Company, enforceable in accordance with their respective terms, subject to: (i)
judicial principles limiting the availability of specific performance,
injunctive relief, and other equitable remedies and (ii) bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
generally relating to or affecting creditors’ rights.

    


    c.           Valid Issuance of the Common
Stock and the Warrant.  The shares of Common Stock and the
Warrant, when issued, sold and delivered in accordance with the terms of this
Agreement for the consideration expressed herein, and the shares of Common Stock
underlying the Warrant, when issued and delivered in accordance with the terms
of the Warrant, shall be duly and validly issued and will be free of
restrictions on transfer directly or indirectly created by the Company other
than restrictions on transfer under this Agreement and the terms of the Warrant
and under applicable federal and state securities laws.

    


    
      
        
        

      

      
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    d.           Governmental
Consents.  No consent, approval, order or authorization of, or
registration, qualification, designation, declaration or filing with, any
federal, state or local governmental authority on the part of the Company is
required in connection with the offer, sale or issuance of the PPO Units, except
for the following: (i) the filing of such notices as may be required under the
Securities Act and (ii) the compliance with any applicable state securities
laws, which compliance will have occurred within the appropriate time periods
therefor.

    


    e.           Litigation.  There
are no actions, suits, proceedings or investigations pending or, to the best of
the Company’s knowledge, threatened before any court, administrative agency or
other governmental body against the Company which question the validity of this
Agreement or the Warrant, or the right of the Company to enter into any of them,
or to consummate the transactions contemplated hereby or thereby, or which would
reasonably be expected to have a Material Adverse Effect.  The Company
is not a party or subject to, and none of its assets is bound by, the provisions
of any order, writ, injunction, judgment or decree of any court or government
agency or instrumentality which would reasonably be expected to have a Material
Adverse Effect.

    


    f.           Compliance with Other
Instruments.  The Company is not in violation or default of any
provision of its Articles of Incorporation, each as in effect immediately prior
to the Closing, except for such failures as would not reasonably be expected to
have a Material Adverse Effect. The Company is not in violation or default of
any provision of any material instrument, mortgage, deed of trust, loan,
contract, commitment, judgment, decree, order or obligation to which it is a
party or by which it or any of its properties or assets are bound which would
reasonably be expected to have a Material Adverse Effect.  To the best
of its knowledge, the Company is not in violation or default of any provision of
any federal, state or local statute, rule or governmental regulation which would
reasonably be expected to have a Material Adverse Effect.  The
execution, delivery and performance of and compliance with this Agreement and
the issuance and sale of the PPO Units, will not result in any such violation,
be in conflict with or constitute, with or without the passage of time or giving
of notice, a default under any such provision, require any consent or waiver
under any such provision (other than any consents or waivers that have been
obtained), or result in the creation of any mortgage, pledge, lien, encumbrance
or charge upon any of the properties or assets of the Company pursuant to any
such provision.

    


    g.           Certain Registration
Matters.  Assuming the accuracy of the Subscriber’s
representations and warranties set forth in this Agreement and the Transaction
Documents, and the representations and warranties made by all other purchasers
of PPO Units in the Offering, no registration under the Securities Act is
required for the offer and sale of the PPO Units by the Company to the
Subscriber hereunder.

    


    h.           No General
Solicitation.  Neither the Company nor any person acting on
behalf of the Company has offered or sold any of the PPO Units by any form of
general solicitation or general advertising (within the meaning of Regulation
D).

    


    
      
        
        

      

      
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    4.           Representations and Warranties of the
Subscriber.  The Subscriber represents and warrants to the
Company the following:

     

    a.           The
Subscriber, its advisers, if any, and designated representatives, if any, have
the knowledge and experience in financial and business matters necessary to
evaluate the merits and risks of its prospective investment in the Company, and
have carefully reviewed and understand the risks of, and other considerations
relating to, the purchase of PPO Units and the tax consequences of the
investment, and have the ability to bear the economic risks of the
investment.

     

    b.           The
Subscriber is acquiring the PPO Units for investment for its own account and not
with the view to, or for resale in connection with, any distribution
thereof.  The Subscriber understands and acknowledges that the PPO
Units, the shares of Common Stock, the Warrants and the shares of Common Stock
issuable upon exercise of the Warrants (the “Warrant Shares”) have not been
registered under the Securities Act or any state securities laws, by reason of a
specific exemption from the registration provisions of the Securities Act and
applicable state securities laws, which depends upon, among other things, the
bona fide nature of the investment intent as expressed herein.  The
Subscriber further represents that it does not have any contract, undertaking,
agreement or arrangement with any person to sell, transfer or grant
participation to any third person with respect to any of the PPO Units, the
shares of Common Stock, the Warrant or the Warrant Shares.  The
Subscriber understands and acknowledges that the offering of the PPO Units
pursuant to this Agreement will not be registered under the Securities Act nor
under the state securities laws on the ground that the sale provided for in this
Agreement and the issuance of securities hereunder is exempt from the
registration requirements of the Securities Act and any applicable state
securities laws.

     

    c.           The
Subscriber understands that no public market now exists, and there never will be
a public market for, the PPO Units, that an active public market for the
Company’s Common Stock does not now exist and that there may never be an active
public market for the shares of Common Stock sold in the Offering.

     

    d.           The
Subscriber, its advisers, if any, and designated representatives, if any, have
received and reviewed information about the Company and have had an opportunity
to discuss the Company’s business, management and financial affairs with its
management.  The Subscriber understands that such discussions, as well
as any written information provided by the Company, were intended to describe
the aspects of the Company’s business and prospects which the Company believes
to be material, but were not necessarily a thorough or exhaustive description,
and except as expressly set forth in this Agreement, the Company makes no
representation or warranty with respect to the completeness of such information
and makes no representation or warranty of any kind with respect to any
information provided by any entity other than the Company.  Some of
such information includes projections as to the future performance of the
Company, which projections may not be realized, are based on assumptions which
may not be correct and are subject to numerous factors beyond the Company’s
control.

     

    
      
        
        

      

      
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    e.           As
of the Closing, all action on the part of Subscriber, and its officers,
directors and partners, if applicable, necessary for the authorization,
execution and delivery of this Agreement and the performance of all obligations
of the Subscriber hereunder shall have been taken, and this Agreement, assuming
due execution by the parties hereto, constitutes a valid and legally binding
obligation of the Subscriber, enforceable in accordance with its terms, subject
to: (i) judicial principles limiting the availability of specific performance,
injunctive relief, and other equitable remedies and (ii) bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
generally relating to or affecting creditors’ rights.

     

    f.           The
Subscriber either (i) is an “accredited investor” as defined in Rule 501 of
Regulation D as promulgated by the Securities and Exchange Commission under the
Securities Act or (ii) is not a “U.S. Person” as defined in Regulation S as
promulgated by the Securities and Exchange Commission under the Securities Act,
and, in each case, shall submit to the Company such further assurances of such
status as may be reasonably requested by the Company.

     

    g.           The
Subscriber, if a non-U.S. Person, agrees that it is acquiring the Shares in an
offshore transaction pursuant to Regulation S and hereby represents to the
Company as follows:

     

    (i)           Subscriber
is outside the United States when receiving and executing this Subscription
Agreement; and

     

    (ii)           Subscriber
has not acquired the Shares as a result of, and will not itself engage in, any
“directed selling efforts” (as defined in Regulation S) in the United States in
respect of the Shares which would include any activities undertaken for the
purpose of, or that could reasonably be expected to have the effect of,
conditioning the market in the United States for the resale of the Shares;
provided, however, that the Subscriber may sell or otherwise dispose of the
Shares pursuant to registration of the Shares under the Securities Act and any
applicable state and provincial securities laws or under an exemption from such
registration requirements and as otherwise provided herein.

     

    (iii)           The
Subscriber understands and agrees that offers and sales of any of the Shares
prior to the expiration of a period of one year after the date of transfer of
the Shares under this Subscription Agreement (the “Distribution Compliance
Period”), shall only be made in compliance with the safe harbor provisions set
forth in Regulation S, pursuant to the registration provisions of the Securities
Act or an exemption therefrom, and that all offers and sales after the
Distribution Compliance Period shall be made only in compliance with the
registration provisions of the Securities Act or an exemption therefrom, and in
each case only in accordance with all applicable securities laws.

     

    (iv)           The
Subscriber understands and agrees not to engage in any hedging transactions
involving the Shares prior to the end of the Distribution Compliance Period
unless such transactions are in compliance with the Securities Act.

     

    (v)           The
Subscriber hereby represents that it has satisfied itself as to the full
observance of the laws of its jurisdiction in connection with any invitation to
subscribe for the Shares or any use of this Subscription Agreement, including:
(a) the legal requirements within its jurisdiction for the purchase of the
Shares; (b) any foreign exchange restrictions applicable to such purchase; (c)
any governmental or other consents that may need to be obtained; and (d) the
income tax and other tax consequences, if any, that may be relevant to the
purchase, holding, redemption, sale or transfer of the Shares. Such Subscriber’s
subscription and payment for, and its continued beneficial ownership of the
Shares, will not violate any applicable securities or other laws of the
Subscriber’s jurisdiction.

     

    
      
        
        

      

      
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    h.           The
Subscriber or its duly authorized representative realizes that because of the
inherently speculative nature of investments of the kind contemplated by the
Company, the Company’s investment results may be expected to fluctuate from
month to month and from period to period and will, generally, involve a high
degree of financial and market risk that can result in substantial or, at times,
even total losses.

     

    i.           The
Subscriber has adequate means of providing for its current and anticipated
financial needs and contingencies, is able to bear the economic risk for an
indefinite period of time and has no need for liquidity of the investment in the
PPO Units and could afford complete loss of such investment.

     

    j.           The
Subscriber is not subscribing for PPO Units as a result of or subsequent to any
advertisement, article, notice or other communication, published in any
newspaper, magazine or similar media or broadcast over television, radio, or the
internet, or presented at any seminar or meeting, or any solicitation of a
subscription by a person not previously known to the Subscriber in connection
with investments in securities generally.

     

    k.           All
of the information that the Subscriber has heretofore furnished or which is set
forth herein is correct and complete as of the date of this Agreement, and, if
there should be any material change in such information prior to the admission
of the undersigned to the Company, the Subscriber will immediately furnish
revised or corrected information to the Company.

     

    5.           Transfer
Restrictions.  The Subscriber acknowledges and agrees as
follows:

     

    a.           The
PPO Units, the shares of Common Stock and the Warrant have not been registered
for sale under the Securities Act, in reliance on the private offering exemption
in Section 4(2) thereof; the Company does not intend to register the PPO Units,
the shares of Common Stock and the Warrant under the Securities Act at any time
in the future; and the undersigned will not immediately be entitled to the
benefits of Rule 144 with respect to the PPO Units, the shares of Common Stock
and the Warrant.

     

    b.           The
Subscriber understands that the certificates representing the Shares and the
Warrants, until such time as the Shares or Warrant Shares (as the case may
be)  have been registered under the Securities Act, shall bear a
restrictive legend in substantially the following form (and a stop-transfer
order may be placed against transfer of such certificates or other
instruments):

    


    For U.S.
Persons:

    


    THE
SECURITIES REPRESENTED HEREBY [(AND THE SECURITIES ISSUABLE UPON THE EXERCISE
HEREOF)] HAVE BEEN ISSUED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”).  THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES,
AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS THE SECURITIES ARE REGISTERED
UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT IS AVAILABLE.  IN ADDITION, HEDGING TRANSACTIONS
INVOLVING SUCH SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
SECURITIES ACT.

     

    
      
         

      

      
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      For
Non-U.S. Persons:

    

     

    THESE
SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S.
PERSONS (AS DEFINED IN REGULATION S) PURSUANT TO REGULATION S UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). ACCORDINGLY, NONE OF
THE SECURITIES TO WHICH THIS CERTIFICATE RELATES HAVE BEEN REGISTERED UNDER THE
1933 ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY
BE OFFERED OR SOLD IN THE UNITED STATES OR, DIRECTLY OR INDIRECTLY, TO U.S.
PERSONS EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS. IN ADDITION, HEDGING TRANSACTIONS INVOLVING THE
SECURITIES MAY NOT BE CONDUCTED UNLESS IN ACCORDANCE WITH THE 1933
ACT.

     

    Furthermore,
the warrants issued to investors purchasing units in this offering in an
offshore transaction outside the united states in reliance on regulation s will
bear an additional restrictive legend to the following effect:

     

    THIS
WARRANT MAY NOT BE EXERCISED IN THE UNITED STATES OR BY OR ON BEHALF OF A U.S.
PERSON OR A PERSON IN THE UNITED STATES UNLESS THE WARRANT AND THE UNDERLYING
SECURITIES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT AND THE APPLICABLE
SECURITIES LEGISLATION OF ANY SUCH STATE OR AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS IS AVAILABLE.

     

    The
legend(s) set forth above shall be removed and the Company shall issue a
certificate without such legend to the holder of the Shares upon which it is
stamped, if (a) such Shares are being sold pursuant to a registration
statement under the Securities Act, or (b) such holder delivers to the
Company an opinion of counsel, in a reasonably acceptable form, to the Company
that a disposition of the Shares is being made pursuant to an exemption from
such registration.

     

    c.           No
governmental agency has passed upon the PPO Units, the shares of Common Stock
and the Warrant or made any finding or determination as to the wisdom of any
investments therein.

     

    
      
        
        

      

      
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    d.           There
are substantial restrictions on the transferability of the shares of Common
Stock, and if the Company decides to issue certificates representing the shares
of Common Stock, restrictive legends will be placed on any such
certificates.

    


    6.           Indemnification.  The
Subscriber agrees to indemnify and hold harmless the Company,  any placement agent,
dealer or finder in the Offering, and their respective officers, directors,
employees, agents, advisors, control persons and affiliates from and against all
losses, liabilities, claims, damages, costs, fees and expenses whatsoever
(including, but not limited to, any and all expenses incurred in investigating,
preparing or defending against any litigation commenced or threatened) based
upon or arising out of any actual or alleged false acknowledgment,
representation or warranty, or misrepresentation or omission to state a material
fact, or breach by the Subscriber of any covenant or agreement made by the
Subscriber herein or in any other document delivered in connection with this
Agreement.

     

    7.           Irrevocability; Binding
Effect.  The Subscriber hereby acknowledges and agrees that the
subscription hereunder is irrevocable by the Subscriber, except as required by
applicable law, and that this Agreement shall survive the death or disability of
the Subscriber and shall be binding upon and inure to the benefit of the parties
and their heirs, executors, administrators, successors, legal representatives
and permitted assigns.  If the Subscriber is more than one person, the
obligations of the Subscriber hereunder shall be joint and several and the
agreements, representations, warranties and acknowledgments herein shall be
deemed to be made by and be binding upon each such person and such person’s
heirs, executors, administrators, successors, legal representatives and
permitted assigns.

    


    8.           Modification.  This
Agreement shall not be modified or waived except by an instrument in writing
signed by the party against whom any such modification or waiver is
sought.

     

    9.           Notices.  All
notices or other communications which are required or permitted under this
Agreement shall be in writing and sufficient if transmitted by hand delivery, by
facsimile transmission, by registered or certified mail, postage pre-paid, by
electronic mail, or by nationally recognized overnight carrier, to the persons
at the addresses set forth below (or at such other address as may be provided
hereunder), and shall be deemed to have been delivered (i) if transmitted by
hand delivery, as of the date delivered, (ii) if transmitted by facsimile or
electronic mail, as of the date so transmitted with an automated confirmation of
delivery, (iii) if transmitted by nationally recognized overnight carrier, as of
the Business Day following the date of delivery to the carrier, and (iv) if
transmitted by registered or certified mail, postage pre-paid, on the third
Business Day following posting with the U.S. Postal Service: (a) if to the
Company, at the address set forth above, or (b) if to the Subscriber, at the
address set forth on the signature page hereof (or, in either case, to such
other address as the party shall have furnished in writing in accordance with
the provisions of this Section).

    


    10.           Assignability.  This
Agreement and the rights, interests and obligations hereunder are not
transferable or assignable by the Subscriber and the transfer or assignment of
the PPO Units, the shares of Common Stock, the Warrant or the shares of Common
Stock underlying the Warrants shall be made only in accordance with all
applicable laws.

     

    
      
        
        

      

      
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    11.           Applicable
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without reference to the
principles thereof relating to the conflict of laws.

     

    12.           Arbitration.  The
parties agree to submit all controversies to arbitration in accordance with the
provisions set forth below and understand that:

    


    (a)           Arbitration
is final and binding on the parties.

    


    (b)           The
parties are waiving their right to seek remedies in court, including the right
to a jury trial.

    


    (c)           Pre-arbitration
discovery is generally more limited and different from court
proceedings.

    


    (d)           The
arbitrator’s award is not required to include factual findings or legal
reasoning and any party’s right to appeal or to seek modification of rulings by
arbitrators is strictly limited.

    


    (e)           The
panel of arbitrators will typically include a minority of arbitrators who were
or are affiliated with the securities industry.

    


    (f)           All
controversies which may arise between the parties concerning this Agreement
shall be determined by arbitration pursuant to the rules then pertaining to the
Financial Industry Regulatory Authority in New York City, New
York.  Judgment on any award of any such arbitration may be entered in
the Supreme Court of the State of New York or in any other court having
jurisdiction of the person or persons against whom such award is
rendered.  Any notice of such arbitration or for the confirmation of
any award in any arbitration shall be sufficient if given in accordance with the
provisions of this Agreement.  The parties agree that the
determination of the arbitrators shall be binding and conclusive upon
them.

    


    13.           Blue Sky
Qualification.  The purchase of PPO Units under this Agreement
is expressly conditioned upon the exemption from qualification of the offer and
sale of the PPO Units from applicable federal and state securities
laws.  The Company shall not be required to qualify this transaction
under the securities laws of any jurisdiction and, should qualification be
necessary, the Company shall be released from any and all obligations to
maintain its offer, and may rescind any sale contracted, in the
jurisdiction.

    


    14.           Use of
Pronouns.  All pronouns and any variations thereof used herein
shall be deemed to refer to the masculine, feminine, neuter, singular or plural
as the identity of the person or persons referred to may require.

    


    15.           Confidentiality.  The
Subscriber acknowledges and agrees that any information or data the Subscriber
has acquired from or about the Company, not otherwise properly in the public
domain, including, without limitation, the business summary of the Company, was
received in confidence.  The Subscriber agrees not to divulge,
communicate or disclose, except as may be required by law or for the performance
of this Agreement, or use to the detriment of the Company or for the benefit of
any other person, or misuse in any way, any confidential information of the
Company, including any scientific, technical, trade or business secrets of the
Company and any scientific, technical, trade or business materials that are
treated by the Company as confidential or proprietary, including, but not
limited to, ideas, discoveries, inventions, developments and improvements
belonging to the Company and confidential information obtained by or given to
the Company about or belonging to third parties.

     

    
      
        
        

      

      
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    16.           Miscellaneous.

    


    (a)           This
Agreement constitutes the entire agreement between the Subscriber and the
Company with respect to the subject matter hereof and supersede all prior oral
or written agreements and understandings, if any, relating to the subject matter
hereof.  The terms and provisions of this Agreement may be waived, or
consent for the departure therefrom granted, only by a written document executed
by the party entitled to the benefits of such terms or provisions.

    


    (b)           The
representations and warranties of the Company and the Subscriber made in this
Agreement shall survive the execution and delivery hereof and delivery of the
Common Stock and the Warrants contained in the PPO Units.

    


    (c)           Each
of the parties hereto shall pay its own fees and expenses (including the fees of
any attorneys, accountants, appraisers or others engaged by such party) in
connection with this Agreement and the transactions contemplated hereby, whether
or not the transactions contemplated hereby are consummated.

    


    (d)           This
Agreement may be executed in one or more original or facsimile counterparts,
each of which shall be deemed an original, but all of which shall together
constitute one and the same instrument.

    


    (e)           Each
provision of this Agreement shall be considered separable and, if for any reason
any provision or provisions hereof are determined to be invalid or contrary to
applicable law, such invalidity or illegality shall not impair the operation of
or affect the remaining portions of this Agreement.

    


    (f)           Paragraph
titles are for descriptive purposes only and shall not control or alter the
meaning of this Agreement as set forth in the text.

    


    (g)           The
Subscriber understands and acknowledges that there may be multiple Closings for
the Offering.

    


    (h)           The
Subscriber hereby agrees to furnish the Company such other information as the
Company may request prior to the Closing with respect to its subscription
hereunder.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    17.           Public
Disclosure.  Neither the Subscriber nor any officer, manager,
director, member, partner, stockholder, employee, affiliate, affiliated person
or entity of the Subscriber shall make or issue any press releases or otherwise
make any public statements or make any disclosures to any third person or entity
with respect to the transactions contemplated herein and will not make or issue
any press releases or otherwise make any public statements of any nature
whatsoever with respect to the Company without the Company’s express prior
approval.  The Company has the right to withhold such approval in its
sole discretion.

     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    How
to subscribe for PPO Units in the private offering of

    Nevada
Gold Holdings, Inc.:

    


    
      	
              1.

            	
              Date and Fill in the
      number of PPO Units being purchased and Complete and Sign the
      Signature Page.

            


    

    


    
      	
              2.

            	
              Initial the Investor
      Certification page.

            


    

    


    
      	
              3.

            	
              Fax or email all forms and
      then send all signed original documents
to:

            


    

    


    Gottbetter
& Partners, LLP

    488
Madison Avenue, 12th Floor

    New York,
NY  10022

    Facsimile
Number:  (212) 400-6901

    Telephone
Number:  (212) 400-6900

    Attn:  Rachel
L. DeGenaro

    E-mail
Address:  rlg@gottbetter.com

    


    
      	
              4.

            	
              If
      you are paying the Purchase Price by check, a check for the
      exact dollar amount of the Purchase Price for the number of PPO Units you are
      purchasing should be made payable to the order of “CSC Trust Company of Delaware,
      Escrow Agent for NEVADA GOLD HOLDINGS, INC.” and should sent to CSC Trust
      Company of Delaware, 2711 Centerville Road, One Little Falls Center,
      Wilmington, DA 19808.

            


    

    


    
      	
              5.

            	
              If
      you are paying the Purchase Price by wire transfer, you should send
      a wire transfer for the exact dollar amount of the Purchase Price for the
      number of PPO Units you are purchasing according to the following
      instructions:

            


    

    


    
      
        
          
            
              
                
                  	
                          Bank:

                        	 	
                          PNC
      Bank.

                        
	
                          ABA
      Routing #:

                        	 	
                          031
      100 089

                        
	
                          Account
      Name

                        	 	
                          CSC
      Trust Company of Delaware

                        
	
                          Account
      #:

                        	 	
                          5605012373

                        
	
                          Reference:

                        	 	
                          “Nevada
      Gold Holdings Escrow 79-1289

                          –
      [insert Subscriber’s
name]”

                        


                

              

            

          

        

      

    

     

    Thank you
for your interest,

    


    Nevada
Gold Holdings, Inc.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    NEVADA
GOLD HOLDINGS, INC.

    SIGNATURE
PAGE TO

    SUBSCRIPTION
AGREEMENT

    


    IN
WITNESS WHEREOF, the Subscriber hereby executes this Subscription
Agreement.

     

    Dated:                                                      ,
2009

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              	
                                                                      SUBSCRIBER
      (individual)

                                                                    	 	
                                                                      SUBSCRIBER
      (entity)

                                                                    
	 
      	 	 
      
	 
      	 	 
      
	
                                                                      Signature

                                                                    	 	
                                                                      Name
      of Entity

                                                                    
	 
      	 	 
      
	 
      	 	 
      
	
                                                                      Print
      Name

                                                                    	 	
                                                                      Signature

                                                                    
	 
      	 	 
      
	 
      	 	

                                                                      Print Name:

                                                                    	
                                                                       

                                                                    
	
                                                                      Signature
      (if Joint Tenants or Tenants in Common)

                                                                    	 	 
      
	 
      	 	

                                                                      Title:

                                                                    	
                                                                       

                                                                    
	 
      	 	 
      
	
                                                                      Address
      of Principal Residence:

                                                                    	 	
                                                                      Address
      of Executive Offices:

                                                                    
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	 
      	 	 
      
	
                                                                      Social
      Security Number(s):

                                                                    	 	
                                                                      IRS
      Tax Identification Number:

                                                                    
	 
      	 	 
      
	 
      	 	 
      
	
                                                                      Telephone
      Number:

                                                                    	 	
                                                                      Telephone
      Number:

                                                                    
	 
      	 	 
      
	 
      	 	 
      
	
                                                                      Facsimile
      Number:

                                                                    	 	
                                                                      Facsimile
      Number:

                                                                    
	 
      	 	 
      
	 
      	 	 
      
	
                                                                      E-mail
      Address:

                                                                    	 	
                                                                      E-mail
      Address:

                                                                    
	 
      	 	 
      


                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 
      	 	
                                    X

                                  	
                                    $0.25

                                  	 	
                                    =

                                  	 	

                                    $

                                  	
                                     

                                  
	
                                    Number
      of PPO Units

                                  	 	
                                     

                                  	
                                    

                                      Price
      per PPO Unit

                                    

                                  	 	 
      	 	Purchase
      Price


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    NEVADA
GOLD HOLDINGS, INC.

     

    IN
WITNESS WHEREOF, the Company has duly executed this Subscription
Agreement.

     

    
      
        
          
            
              
                
                  
                    	
                            NEVADA
      GOLD HOLDINGS, INC.

                          
	 
      	 
      	 
      
	
                            By:

                          	 
      	 
      
	 
      	
                            Name:

                          	
                            David
      Mathewson

                          
	 
      	
                            Title:

                          	
                            Chief
      Executive Officer, President

                          
	 
      	 
      	
                            and
      Chairman of the
Board

                          


                  

                

              

            

          

        

      

    

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      Appendix
A

    

     

    NEVADA
GOLD HOLDINGS, INC.

    INVESTOR
CERTIFICATION

    


    For
Individual Accredited Investors Only

    (all
Individual Accredited Investors must INITIAL where
appropriate):

    


    
      
        	
                Initial
      _______

              	 	
                I
      have a net worth (including home, furnishings and automobiles) in excess
      of $1,000,000 either individually or through aggregating my individual
      holdings and those in which I have a joint, community property or other
      similar shared ownership interest with my spouse.

              
	
                Initial
      _______

              	 	
                I
      have had an annual gross income for the past two years of at least
      $200,000 (or $300,000 jointly with my spouse) and expect my income (or
      joint income, as appropriate) to reach the same level in the current
      year.

              


      

    

    


    
      For Non-Individual Accredited
Investors

    

    
      (all Non-Individual Accredited
Investors must INITIAL where
appropriate):

    

    


    
      
        	
                Initial
      _______

              	 	
                The
      investor certifies that it is a partnership, corporation, limited
      liability company or business trust that is 100% owned by persons who meet
      at least one of the criteria for Individual Investors set forth
      above.

              
	
                Initial
      _______

              	 	
                The
      investor certifies that it is a partnership, corporation, limited
      liability company or business trust that has total assets of at least $5
      million and was not formed for the purpose of investing in the
      Company.

              
	
                Initial
      _______

              	 	
                The
      investor certifies that it is an employee benefit plan whose investment
      decision is made by a plan fiduciary (as defined in ERISA §3(21)) that is
      a bank, savings and loan association, insurance company or registered
      investment adviser.

              
	
                Initial
      _______

              	 	
                The
      investor certifies that it is an employee benefit plan whose total assets
      exceed $5,000,000 as of the date of this Agreement.

              
	
                Initial
      _______

              	 	
                The
      undersigned certifies that it is a self-directed employee benefit plan
      whose investment decisions are made solely by persons who meet either of
      the criteria for Individual Investors.

              
	
                Initial
      _______

              	 	
                The
      investor certifies that it is a U.S. bank, U.S. savings and loan
      association or other similar U.S. institution acting in its individual or
      fiduciary capacity.

              
	
                Initial
      _______

              	 	
                The
      undersigned certifies that it is a broker-dealer registered pursuant to
      §15 of the Securities Exchange Act of 1934.

              
	
                Initial
      _______

              	 	
                The
      investor certifies that it is an organization described in §501(c)(3) of
      the Internal Revenue Code with total assets exceeding $5,000,000 and not
      formed for the specific purpose of investing in the
    Company.

              
	
                Initial
      _______

              	 	
                The
      investor certifies that it is a trust with total assets of at least
      $5,000,000, not formed for the specific purpose of investing in the
      Company, and whose purchase is directed by a person with such knowledge
      and experience in financial and business matters that he is capable of
      evaluating the merits and risks of the prospective
    investment.

              
	
                Initial
      _______

              	 	
                The
      investor certifies that it is a plan established and maintained by a state
      or its political subdivisions, or any agency or instrumentality thereof,
      for the benefit of its employees, and which has total assets in excess of
      $5,000,000.

              
	
                Initial
      _______

              	 	
                The
      investor certifies that it is an insurance company as defined in §2(13) of
      the Securities Act, or a registered investment
  company.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    
      NEVADA GOLD HOLDINGS,
INC.

    

    
      INVESTOR
CERTIFICATION (continued)

    

    


    
      For
Non-U.S. Person Investors

    

    (all Investors who are not a U.S.
Person must INITIAL this section):

    


    
      
        	
                Initial
      _______

              	 	
                The
      Investor is not a “U.S. Person” as defined in Regulation S; and
      specifically the Purchaser is not:

              
	 
      	 	 
      
	
                A.

              	 	
                a
      natural person resident in the United States of America, including its
      territories and possessions (“United States”);

              
	
                B.

              	 	
                a
      partnership or corporation organized or incorporated under the laws of the
      United States;

              
	
                C.

              	 	
                an
      estate of which any executor or administrator is a U.S.
      Person;

              
	
                D.

              	 	
                a
      trust of which any trustee is a U.S. Person;

              
	
                E.

              	 	
                an
      agency or branch of a foreign entity located in the United
      States;

              
	
                F.

              	 	
                a
      non-discretionary account or similar account (other than an estate or
      trust) held by a dealer or other fiduciary for the benefit or account of a
      U.S. Person;

              
	
                G.

              	 	
                a
      discretionary account or similar account (other than an estate or trust)
      held by a dealer or other fiduciary organized, incorporated, or (if an
      individual) resident in the United States; or

              
	
                H.

              	 	
                a
      partnership or corporation: (i) organized or incorporated under the laws
      of any foreign jurisdiction; and (ii) formed by a U.S. Person principally
      for the purpose of investing in securities not registered under the
      Securities Act, unless it is organized or incorporated, and owned, by
      accredited investors (as defined in Rule 501(a) under the Act) who are not
      natural persons, estates or
trusts.

              


      

    

    


    
      
        	
                And,
      in addition:

              
	 
      	 	 
      
	
                I.

              	 	
                the
      Purchaser was not offered the Units in the United
  States;

              
	
                J.

              	 	
                at
      the time the buy-order for the Units was originated, the Purchaser was
      outside the United States; and

              
	
                K.

              	 	
                the
      Purchaser is purchasing the Units for its own account and not on behalf of
      any U.S. Person (as defined in Regulation S) and a sale of the Units has
      not been pre-arranged with a purchaser in the United
    States.