THIS NOMINEE AGREEMENT (“Agreement”) is made and entered into on June 29, 2010,
by and between:
Dourave-Bullion Joint Venture, L.P., a Utah limited partnership (the “Partnership”); and
Ruari McKnight, an individual, and Sergio Aquino, an individual (collectively, the “Nominal Owners”)
in reference to the following facts:
The Partnership is the owner of between 99.00% and 99.99% of the issued and outstanding
shares of Dourave-Bullion Mineracao e Exploracao Mineral LTDA., an entity organized under
the laws of Brazil (the “Subsidiary”).
Any entity formed under the laws of Brazil must have certain shareholders that are residents
and/or citizens of Brazil (the “Foreign Country”).
In order to provide the Partnership with sole beneficial ownership of the Subsidiary while still
satisfying the Foreign Country legal requirement that the Subsidiary have the proper local
ownership, the Nominal Owners each agree to hold their shares in the Subsidiary for the
beneficial ownership of the Partnership.
Accordingly, the parties hereby agree as follows:
Nominal Owners’ Ownership of Subsidiary Shares as Partnership’s Nominee . The Nominal
Owners and the Partnership hereby agree that the Nominal Owners, acting on behalf of the
Partnership, own legal title to the Partnership’s shares of the Subsidiary as the Partnership’s
nominee. The Nominal Owners and the Partnership agree that the Partnership will retain all
benefits and burdens of ownership of the shares in the Subsidiary held by the Nominal Owners.
No Dispositions; Notification . While the Nominal Owners hold legal title to the Partnership’s
shares in the Subsidiary as the Partnership’s nominee, the Nominal Owners shall not sell,
exchange, pledge, encumber, or otherwise dispose of those shares, including any of the rights or
privileges associated therewith, except as directed by the Partnership. Upon attachment or
attempted seizure of, or acquisition of any interest or assertion of any rights in, the shares by any