TO THE CONTRARY IN THIS AGREEMENT, SELLER SHALL HAVE A
RIGHT TO PURCHASE, AND GOLDEN MINERALS SHALL HAVE AN OBLIGATION TO ISSUE, ONLY
SUCH NUMBER OF ANTI-DILUTION GOLDEN MINERALS SHARES AS MAY BE ISSUED PURSUANT TO
APPLICABLE CANADIAN AND THE UNITED STATES SECURITIES LAWS AND SECURITIES
EXCHANGE REGULATIONS IN A PRIVATE PLACEMENT TRANSACTION, WITHOUT REGISTRATION IN
THE UNITES STATES OR QUALIFICATION IN CANADA, AND WITHOUT OBTAINING STOCKHOLDER
APPROVAL.
5.2.
NOTICE AND ACCEPTANCE.
(A)
AT LEAST TEN (10) DAYS PRIOR TO THE ISSUANCE OF ANY NEW SHARES TO WHICH
THIS ARTICLE V APPLIES (OR, IF SUCH LENGTH OF NOTICE IS IMPOSSIBLE OR
IMPRACTICABLE, SUCH PERIOD OF TIME AS MAY BE POSSIBLE OR PRACTICABLE UNDER THE
CIRCUMSTANCES), GOLDEN MINERALS SHALL DELIVER A NOTICE (AN "ISSUE NOTICE") TO
SELLER SETTING FORTH: (I) ITS INTENTION TO ISSUE NEW SHARES, (II) A DESCRIPTION
OF AND THE NUMBER OF SUCH NEW SHARES TO BE ISSUED, (III) THE PRICE AND TERMS
UPON WHICH GOLDEN MINERALS PROPOSES TO ISSUE SUCH NEW SHARES, AND (IV) THE
NUMBER OF ANTI-DILUTION GOLDEN MINERALS SHARES WHICH SELLER HAS THE RIGHT TO
ACQUIRE.
WITHIN EIGHT (8) DAYS AFTER RECEIPT OF THE ISSUE NOTICE (OR, IF LESS
THAN TEN (10) DAYS NOTICE IS PROVIDED, AS PROMPTLY AS PRACTICABLE AND IN
10
ANY EVENT PRIOR TO THE ISSUANCE OF THE NEW SHARES), SELLER MAY ELECT TO
PURCHASE, AT THE PRICE AND ON THE TERMS SPECIFIED IN THE ISSUE NOTICE, THE
NUMBER OF ANTI-DILUTION GOLDEN MINERALS SHARES SPECIFIED IN THE ISSUE NOTICE.
(B)
SELLER MAY ACCEPT GOLDEN MINERALS' OFFER AS TO THE TOTAL NUMBER OF
ANTI-DILUTION GOLDEN MINERALS SHARES OFFERED TO IT OR ANY LESSER NUMBER, BY
WRITTEN NOTICE ("ACCEPTANCE NOTICE") GIVEN TO GOLDEN MINERALS WITHIN THE PERIOD
SET FORTH IN SECTION 5.2(A).
THE ACCEPTANCE NOTICE SHALL SPECIFY THE NUMBER OF
ANTI-DILUTION GOLDEN MINERALS SHARES TO BE PURCHASED AND THE NAME OF THE PERSON
(BEING SELLER OR ONE OF ITS AFFILIATES) TO WHICH THE SHARES SHOULD BE ISSUED.
FOLLOWING RECEIPT OF AN ACCEPTANCE NOTICE AND SIMULTANEOUS WITH THE ISSUANCE OF
THE NEW SHARES, GOLDEN MINERALS SHALL ISSUE AND SELL TO SELLER (OR ITS AFFILIATE
DESIGNEE)
AND SELLER (OR ITS AFFILIATE DESIGNEE) SHALL SUBSCRIBE AND PURCHASE,
AT THE SAME PRICE, TERMS AND CONDITIONS AS THE OTHER NEW SHARES ISSUED IN
CONNECTION WITH SUCH DILUTIVE ISSUANCE, THE NUMBER OF ANTI-DILUTION GOLDEN
MINERALS SHARES SET FORTH IN THE ACCEPTANCE NOTICE.
(C)
IF ALL OF THE NEW SHARES THAT SELLER IS ENTITLED TO OBTAIN PURSUANT TO
SECTION 5.1 ARE NOT SUBSCRIBED BY SELLER AS PROVIDED IN THIS SECTION 5.2, GOLDEN
MINERALS MAY, DURING THE NINETY (90) DAY PERIOD FOLLOWING THE EXPIRATION OF THE
EIGHT-DAY PERIOD PROVIDED IN SECTION 5.2 HEREOF, ISSUE THE REMAINING
UNSUBSCRIBED PORTION OF SUCH NEW SHARES ("UNSUBSCRIBED SHARES") TO ANY PERSON OR
PERSONS AT A PRICE NOT LESS THAN THAT, AND UPON OTHER TERMS NO MORE FAVORABLE TO
SUCH PERSON OR PERSONS THAN THOSE, SPECIFIED IN THE ISSUE NOTICE.
IF THE
COMPANY DOES NOT ENTER INTO AN AGREEMENT FOR THE SALE OF SUCH UNSUBSCRIBED
SHARES WITHIN