SUCH NINETY (90) DAY PERIOD, OR IF SUCH AGREEMENT IS NOT
CONSUMMATED WITHIN THIRTY (30) DAYS AFTER THE EXECUTION THEREOF, THE RIGHT
PROVIDED HEREUNDER SHALL BE DEEMED TO BE REVIVED AND ANY SUBSEQUENT SALE OF SUCH
UNSUBSCRIBED SHARES SHALL BE DEEMED THE SALE OF NEW SHARES WITH RESPECT TO WHICH
SELLER SHALL HAVE THE RIGHTS SET FORTH IN SECTION 5.1.
(D)
THE ELECTION BY SELLER TO NOT EXERCISE ITS RIGHTS UNDER THIS ARTICLE V
WITH RESPECT TO A PARTICULAR DILUTIVE ISSUANCE SHALL NOT CONSTITUTE A WAIVER OF
SELLER'S RIGHT TO ACQUIRE ANTI-DILUTION GOLDEN MINERALS SHARES WITH RESPECT TO A
SUBSEQUENT DILUTIVE ISSUANCE.
(E)
SELLER ACKNOWLEDGES THAT (A) THE ANTI-DILUTION GOLDEN MINERALS SHARES, MAY
BE "RESTRICTED SECURITIES" AS DEFINED IN RULE 144 UNDER THE SECURITIES ACT, AND
(B) GOLDEN MINERALS IS NOT OBLIGATED TO REGISTER THE ANTI-DILUTION GOLDEN
MINERALS SHARES UNDER THE SECURITIES ACT OR ANY APPLICABLE SECURITIES LAWS, AND
(C) GOLDEN MINERALS IS NOT OBLIGATED TO SUPPLY SELLER WITH INFORMATION OR
ASSISTANCE IN COMPLYING WITH ANY EXEMPTION UNDER THE SECURITIES ACT OR ANY
APPLICABLE SECURITIES LAWS.
5.3.
UNDERWRITTEN PUBLIC OFFERING.
IN THE EVENT OF AN UNDERWRITTEN
PUBLIC OFFERING OF COMMON STOCK, INCLUDING THE INITIAL PUBLIC OFFERING PURSUANT
TO THE PRELIMINARY LONG FORM PROSPECTUS FILED WITH CERTAIN CANADIAN REGULATORY
AUTHORITIES ON DECEMBER 14, 2009 IN CONNECTION WITH A PROPOSED INITIAL PUBLIC
OFFERING OF COMMON STOCK (THE "INITIAL PUBLIC OFFERING"), GOLDEN MINERALS MAY
SATISFY ITS OBLIGATIONS UNDER THIS ARTICLE V BY CAUSING THE UNDERWRITER FOR SUCH
OFFERING TO ALLOCATE SUFFICIENT ANTI-DILUTION GOLDEN MINERALS SHARES TO SELLER
IN THE OFFERING.
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5.4.
TERMINATION.
SELLER'S RIGHTS PURSUANT TO THIS ARTICLE V SHALL
TERMINATE AND BE OF NO FURTHER FORCE OR EFFECT ON AND AFTER THE DATE THAT IS TWO
(2) YEARS FOLLOWING THE CLOSING DATE (THE "EXPIRATION DATE").
5.5.
SPECIFIC PERFORMANCE AND INJUNCTION.
GOLDEN MINERALS SPECIFICALLY
ACKNOWLEDGES THAT ITS OBLIGATIONS UNDER THIS ARTICLE V ARE AN INTEGRAL PART OF
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. GOLDEN MINERALS, THEREFORE,
SPECIFICALLY ACKNOWLEDGES AND AGREES THAT THE BREACH OF ANY OF THE TERMS OF THIS
ARTICLE V BY IT MAY CAUSE SELLER IRREPARABLE HARM WHICH MAY NOT BE COMPENSABLE
IN DAMAGES. GOLDEN MINERALS FURTHER ACKNOWLEDGES AND AGREES THAT IT IS ESSENTIAL
TO THE EFFECTIVE ENFORCEMENT OF THIS AGREEMENT THAT SELLER BE ENTITLED TO PURSUE
EQUITABLE REMEDIES INCLUDING, BUT NOT LIMITED TO, SPECIFIC PERFORMANCE AND
INJUNCTION.
5.6.
CONFIDENTIALITY.
SELLER AGREES NOT TO USE ANY INFORMATION
DISCLOSED TO SELLER BY OR ON BEHALF OF GOLDEN MINERALS IN CONNECTION WITH THE
NOTICE REQUIRED UNDER SECTION 5.2 OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED
TO THE FACT THAT GOLDEN MINERALS IS CONTEMPLATING THE ISSUANCE OF THE NEW SHARES
(ALL SUCH INFORMATION, THE "CONFIDENTIAL INFORMATION") FOR ANY PURPOSE EXCEPT TO
EVALUATE THE POSSIBLE PURCHASE OF ANTI-DILUTION GOLDEN MINERALS SHARES.
EXCEPT
AS MAY BE REQUIRED BY APPLICABLE LAWS, SELLER AGREES NOT TO DISCLOSE ANY
CONFIDENTIAL INFORMATION TO THIRD PARTIES.
SELLER ACKNOWLEDGES THAT U.S. AND
CANADIAN SECURITIES LAWS MAY PROHIBIT SELLER FROM CONDUCTING TRANSACTIONS IN
GOLDEN MINERALS COMMON STOCK WHILE IN POSSESSION OF