-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K0WJvO7qOx0AysqpDvF/1YFIti+F4MGbm+NbNfJ2RmjxnsGt1kdb36+P4YRiGREL NZkJJJ2E9xGnGam8ghXcwg== 0000950136-05-004736.txt : 20050810 0000950136-05-004736.hdr.sgml : 20050810 20050810154950 ACCESSION NUMBER: 0000950136-05-004736 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20050810 DATE AS OF CHANGE: 20050810 GROUP MEMBERS: FGS ADVISORS, LLC GROUP MEMBERS: FIREBIRD AVRORA ADVISORS LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL GOLD CORP CENTRAL INDEX KEY: 0000319671 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 133025550 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-80149 FILM NUMBER: 051013536 BUSINESS ADDRESS: STREET 1: 734 FRANKLIN ST STREET 2: SUITE 393 CITY: GARDEN CITY STATE: NY ZIP: 11530 BUSINESS PHONE: 5167738975 FORMER COMPANY: FORMER CONFORMED NAME: TRIAD ENERGY CORP /NY/ DATE OF NAME CHANGE: 19951120 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIREBIRD MANAGEMENT LLC CENTRAL INDEX KEY: 0001266113 IRS NUMBER: 133901668 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 152 WEST 57TH ST STREET 2: 24TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2126989260 SC 13D/A 1 file001.htm AMENDMENT NO. 2 TO SCHEDULE 13D/A 






                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                 SCHEDULE 13D/A
                    UNDER THE SECURITIES EXCHANGE ACT OF 1934


                               (Amendment No. 2)*


                             GLOBAL GOLD CORPORATION
                             -----------------------
                                (Name of Issuer)


                    COMMON STOCK, PAR VALUE $0.001 PER SHARE
                    ----------------------------------------
                         (Title of Class of Securities)


                                    37933T209
                                    ---------
                                 (CUSIP Number)


                                 Joanne Tuckman
                             Chief Financial Officer
                             Firebird Management LLC
                        152 West 57th Street, 24th Floor
                               New York, NY 10019
                                 (212) 698-9260
                       ------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)


                                  JULY 29, 2005
                        ------------------------------
            (Date of Events which Requires Filing of this Statement)




If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13(d)1-(f) or 240.13d-1(g), check
the following box [ ].

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 for other
parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).






<TABLE>



CUSIP NO. 37933T209
- --------------------------------------------------------------------------------------------------------------------
1        Name of Reporting Person
         I.R.S. Identification No. of Above Person (Entities Only)

                  Firebird Management LLC(1)
- --------------------------------------------------------------------------------------------------------------------
2        Check the Appropriate Box If a Member of a Group
                                            a.  [_]
                                            b.  [_]
- --------------------------------------------------------------------------------------------------------------------
3        SEC Use Only
- --------------------------------------------------------------------------------------------------------------------
4        Source of Funds
                  AF
- --------------------------------------------------------------------------------------------------------------------
5        Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  |_|
- --------------------------------------------------------------------------------------------------------------------
6        Citizenship or Place of Organization

                  New York
- --------------------------------------------------------------------------------------------------------------------
                       7      Sole Voting Power                             0
      Number of
        Shares         8      Shared Voting Power                   9,873,167 (1)
     Beneficially
       Owned by
         Each          9      Sole Dispositive Power                        0
      Reporting
     Person With       10     Shared Dispositive Power              9,873,167 (1)

- --------------------------------------------------------------------------------------------------------------------
11       Aggregate Amount Beneficially Owned by Each Reporting Person                     9,873,167 (1)
- --------------------------------------------------------------------------------------------------------------------
12       Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares   [_]
- --------------------------------------------------------------------------------------------------------------------
13       Percent of Class Represented By Amount in Row (11)   45.9%
- --------------------------------------------------------------------------------------------------------------------
14       Type of Reporting Person

                              IA
</TABLE>


(1) The controlling members of the Reporting Person are Harvey Sawikin and Ian
Hague. The Reporting Person may be deemed the beneficial owner of 2,588,167
shares (or 12.1% of the outstanding shares of Common Stock of the issuer, which
includes 1,000,000 shares issuable upon the exercise of Warrants and Stock
Warrants (as defined in Item 3 hereof)) in its capacity as the investment
adviser to Firebird Republics Fund, Ltd. (the "Republics Fund"), which is the
holder of such shares. As the investment adviser of the Republics Fund, the
Reporting Person has voting and investment control with respect to the shares.
The Reporting Person may also be deemed a member of a group with the investment
advisers of Firebird Global Master Fund, Ltd., and Firebird Avrora Fund, Ltd.,
that hold respectively 4,700,000 shares (including 2,000,000 shares issuable
upon the exercise of Warrants and Stock Warrants) and 2,585,000 shares
(including 1,000,000 shares issuable upon the exercise of Warrants and Stock
Warrants), as a result of common management of the investment advisers of each
such fund.


                                       2




<TABLE>




CUSIP NO. 37933T209
- --------------------------------------------------------------------------------------------------------------------
1        Name of Reporting Person
         I.R.S. Identification No. of Above Person (Entities Only)

                  FGS Advisors, LLC(1)
- --------------------------------------------------------------------------------------------------------------------
2        Check the Appropriate Box If a Member of a Group
                                            a.  [_]
                                            b.  [_]
- --------------------------------------------------------------------------------------------------------------------
3        SEC Use Only
- --------------------------------------------------------------------------------------------------------------------
4        Source of Funds
                  AF
- --------------------------------------------------------------------------------------------------------------------
5        Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  [_]
- --------------------------------------------------------------------------------------------------------------------
6        Citizenship or Place of Organization

                  New York
- --------------------------------------------------------------------------------------------------------------------
                       7      Sole Voting Power                             0
      Number of
        Shares         8      Shared Voting Power                   9,873,167 (1)
     Beneficially
       Owned by
         Each          9      Sole Dispositive Power                        0
      Reporting
     Person With       10     Shared Dispositive Power              9,873,167 (1)

- --------------------------------------------------------------------------------------------------------------------
11       Aggregate Amount Beneficially Owned by Each Reporting Person                 9,873,167 (1)
- --------------------------------------------------------------------------------------------------------------------
12       Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares   [_]
- --------------------------------------------------------------------------------------------------------------------
13       Percent of Class Represented By Amount in Row (11)   45.9%
- --------------------------------------------------------------------------------------------------------------------
14       Type of Reporting Person

                                            IA

</TABLE>


(1) The controlling members of the Reporting Person are Harvey Sawikin and James
Passin. The Reporting Person may be deemed the beneficial owner of 4,700,000
shares (or 21.9% of the outstanding shares of Common Stock of the issuer, which
includes 2,000,000 shares issuable upon the exercise of Warrants and Stock
Warrants) in its capacity as the investment adviser to Firebird Global Master
Fund, Ltd. (the "Global Master Fund"), which is the holder of such shares. As
the investment adviser of the Global Master Fund, the Reporting Person has
voting and investment control with respect to the shares. The Reporting Person
may also be deemed a member of a group with the investment advisers of Firebird
Republics Fund, Ltd., and Firebird Avrora Fund, Ltd., that hold respectively
2,588,167 (including 1,000,000 shares issuable upon the exercise of Warrants and
Stock Warrants) and 2,585,000 (including 1,000,000 shares issuable upon the
exercise of Warrants and Stock Warrants), as a result of common management of
the investment advisers of each such fund.

                                       3




<TABLE>



CUSIP NO. 37933T209
- --------------------------------------------------------------------------------------------------------------------
1        Name of Reporting Person
         I.R.S. Identification No. of Above Person (Entities Only)

                  Firebird Avrora Advisors LLC(1)
- --------------------------------------------------------------------------------------------------------------------
2        Check the Appropriate Box If a Member of a Group
                                            a.  [_]
                                            b.  [_]
- --------------------------------------------------------------------------------------------------------------------
3        SEC Use Only
- --------------------------------------------------------------------------------------------------------------------
4        Source of Funds
                  AF
- --------------------------------------------------------------------------------------------------------------------
5        Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  [_]
- --------------------------------------------------------------------------------------------------------------------
6        Citizenship or Place of Organization

                  New York
- --------------------------------------------------------------------------------------------------------------------
                       7      Sole Voting Power                             0
      Number of
        Shares         8      Shared Voting Power                   9,873,167 (1)
     Beneficially
      Owned by
         Each          9      Sole Dispositive Power                        0
      Reporting
     Person With       10     Shared Dispositive Power              9,873,167 (1)

- --------------------------------------------------------------------------------------------------------------------
11       Aggregate Amount Beneficially Owned by Each Reporting Person                     9,873,167 (1)
- --------------------------------------------------------------------------------------------------------------------
12       Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares   [_]
- --------------------------------------------------------------------------------------------------------------------
13       Percent of Class Represented By Amount in Row (11)   45.9% (1)
- --------------------------------------------------------------------------------------------------------------------
14       Type of Reporting Person

                                            IA
</TABLE>

                                       4




(1) The controlling members of the Reporting Person are Harvey Sawikin and Ian
Hague. The Reporting Person may be deemed the beneficial owner of 2,585,000
shares (or 12.0% of the outstanding shares of the Common Stock of the issuer,
which includes 1,000,000 shares issuable upon the exercise of Warrants and Stock
Warrants) in its capacity as the investment adviser to Firebird Avrora Fund,
Ltd. (the "Avrora Fund"), which is the holder of such shares. As the investment
adviser of the Avrora Fund, the Reporting Person has voting and investment
control with respect to the shares. The Reporting Person may also be deemed a
member of a group with the investment advisers of Firebird Republics Fund, Ltd.,
and Firebird Global Master Fund, Ltd., that hold respectively 2,588,167
(including 1,000,000 shares issuable upon the exercise of Warrants and Stock
Warrants) and 4,700,000 (including 2,000,000 shares issuable upon the exercise
of Warrants and Stock Warrants), as a result of common management of the
investment advisers of each such fund.























                                       5






ITEM 1.           SECURITY AND ISSUER.

         This Amendment No. 2 ("Amendment No. 2") to Schedule 13D amends and
supplements the Statement on Schedule 13D originally filed on November 4, 2004
(the "Schedule 13D"), and on Amendment No. 1 on Schedule 13D/A originally filed
on March 25, 2005 with respect to the common stock, par value $0.001 per share
(the "Common Stock") of Global Gold Corporation, a Delaware corporation (the
"Company"). The Company's principal executive office is located at 104 Field
Point Road, Greenwich, CT 06830.

         Certain terms used but not defined in this Amendment No. 2 have the
meanings assigned thereto in the Schedule 13D. The Schedule 13D is hereby
amended and supplemented by this Amendment No. 2 as follows:

ITEM 3.           SOURCE OR AMOUNT OF FUNDS OR OTHER CONSIDERATION

         The aggregate amount of the purchase price of US$1,500,000 in respect
of the acquisition of shares of Common Stock on July 29, 2005 was paid from the
working capital of the private investment funds that purchased the subject
securities at the direction of the Reporting Persons. As discussed in Item 5
below, certain of the shares of Common Stock acquired on July 29, 2005 are
issuable to such private investment funds upon the exercise at any time prior to
July 31, 2007 of common stock warrants (each a "Stock Warrant" and collectively
the "Stock Warrants") and exercisable at the discretion of the Reporting
Persons.

ITEM 4.           PURPOSE OF TRANSACTION.

         The information in Item 4 is hereby supplemented with the addition of
the following information:

         The shares of Common Stock to which this Amendment No. 2 relates have
been acquired for investment purposes.

ITEM 5.           INTEREST IN SECURITIES OF THE ISSUER.

         Items 5(a) and (b) are hereby amended to read in their entirety as
follows:

(a)      The Reporting Persons may be deemed the beneficial owners in the
aggregate of 9,873,167 shares of Common Stock, representing 45.9% of the Common
Stock, consisting of (i) an aggregate of 3,000,000 shares of Common Stock
purchased on November 4, 2004, (ii) an aggregate of 3,000,000 shares of Common
Stock issuable upon exercise of Warrants, (iii) an aggregate of 873,167 shares
of Common Stock purchased at the closing of the Share Purchase Agreement
described by Amendment No. 1, (iv) an aggregate of 2,000,000 shares of Common
Stock purchased on July 29, 2005, and (v) an aggregate of 1,000,000 shares of
Common Stock issuable upon the exercise of the Stock Warrants.

         Other than as described in this Item 5, to the knowledge of the
Reporting Persons no shares of Common Stock are beneficially owned by any of the
persons named in Item 2.

(b)      For purposes of Rule 13d-3 under the Securities Exchange Act of 1934,
the Reporting Persons may be deemed the beneficial owners of the Common Stock
described in Item 5(a) above because, (i) Management acts as investment adviser
to Republics Fund which owns 2,588,167 shares of Common Stock (including an
aggregate of 1,000,000 shares issuable upon exercise of the Warrants and Stock
Warrants held by such fund), (ii) FGS acts as investment adviser to Global
Master Fund which owns 4,700,000 shares of Common Stock (including an aggregate
of 2,000,000 shares issuable upon exercise of the Warrants and Stock Warrants
held by such fund), and (iii) Avrora acts as investment adviser to Avrora Fund
which owns 2,585,000 shares of Common Stock (including an aggregate of 1,000,000
shares issuable upon exercise of the Warrants and Stock Warrants held by such
fund; collectively, the "Funds",





                                       6




and individually each a "Fund"). As investment advisers to the Funds, each
Reporting Person has voting and investment control with respect to the shares of
Common Stock held by the Fund it advises.

         Item 5(c) is hereby supplemented with the addition of the following
information:

(c)      During the past sixty days, the Funds have entered into the
transactions described below in respect of the Company's Common Stock:

         Republics Fund entered into a Subscription Agreement with the Company
dated as of July 1, 2005 pursuant to which Republics Fund acquired 500,000
shares of Common Stock and Stock Warrants (which upon exercise provide for the
issue of 250,000 shares of Common Stock) from the Company for a purchase price
of $375,000. Global Master Fund entered into a Subscription Agreement, dated as
of July 1, 2005 with the Company pursuant to which Global Master Fund acquired
1,000,000 shares of Common Stock and Stock Warrants (which upon exercise provide
for the issue of 500,000 shares of Common Stock). Avrora Fund entered into a
Subscription Agreement dated as of July 1, 2005 pursuant to which Avrora Fund
acquired 500,000 shares of Common Stock and Stock Warrants (which upon exercise
provide for the issue of 250,000 shares of Common Stock). Each of the Reporting
Persons purchased the shares at $0.75 per share.

(d)      The Funds have the right to receive proceeds from sale or other
disposition of the subject securities.

(e)      Not applicable.

ITEM 6.           CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
                  RESPECT TO SECURITIES OF THE ISSUER.

         Item 6 is hereby supplemented with the addition of the following
information:

         As discussed in response to Item 5(c) above, each Fund and the Issuer
entered into a Subscription Agreement dated as of July 1, 2005 (the closing of
which occurred on July 29, 2005) pursuant to which the Funds acquired in
aggregate 3,000,000 shares of Common Stock (including 1,000,000 shares issuable
upon exercise of the Stock Warrants) from the Issuer for an aggregate purchase
price of $1,500,000.

         Except as otherwise described original Schedule 13D and this amendment,
there are no other contracts, arrangements, understandings or relationships
(legal or otherwise) between the Reporting Persons and any person with respect
to any shares of Common Stock of the Company, including, but not limited to,
transfer or voting of any of the Common Stock, finder's fees, joint ventures,
loan or option arrangements, put or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.

ITEM 7.           MATERIAL TO BE FILED AS EXHIBITS.

         1.       Joint Filing Agreement dated August 8, 2005.
         2.       Subscription Agreement
         3.       Subscription Agreement
         4.       Subscription Agreement
         5.       Registration Rights Agreement
         6.       Registration Rights Agreement
         7.       Registration Rights Agreement



                                       7




                                    SIGNATURE

         After reasonable inquiry and to the best of their respective knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.

Dated:  August 8, 2005


                                           FIREBIRD MANAGEMENT LLC


                                           By:    /s/ Harvey Sawikin
                                                  --------------------------
                                           Name:  Harvey Sawikin
                                           Title: Principal


                                           FGS ADVISORS, LLC


                                           By:    /s/ James Passin
                                                  --------------------------
                                           Name:  James Passin
                                           Title: Principal


                                           FIREBIRD AVRORA ADVISORS LLC


                                           By:    /s/ Harvey Sawikin
                                                  --------------------------
                                           Name:  Harvey Sawikin
                                           Title: Principal
EX-1 2 file002.htm JOINT FILING AGREEMENT 





                                                                       Exhibit 1

                             JOINT FILING AGREEMENT

         Firebird Management LLC, FGS Advisors, LLC and Firebird Avrora Advisors
LLC in compliance with Rule 13d-1(k) of the Securities and Exchange Commission,
hereby agree that the statement on Schedule 13D to which this Agreement is
attached as an exhibit is, and any amendments thereto filed by any of us will
be, filed on behalf of each such company, that each such company is responsible
for the timely filing of the Schedule 13D and any amendments thereto and for the
completeness and accuracy of the information concerning such company contained
therein.

Dated:  August 8, 2005


                                           FIREBIRD MANAGEMENT LLC


                                           By:    /s/ Harvey Sawikin
                                                  ----------------------------
                                           Name:  Harvey Sawikin
                                           Title: Principal


                                           FGS ADVISORS, LLC


                                           By:    /s/ James Passin
                                                  ----------------------------
                                           Name:  James Passin
                                           Title: Principal


                                           FIREBIRD AVRORA ADVISORS LLC


                                           By:    /s/ Harvey Sawikin
                                                  ----------------------------
                                           Name:  Harvey Sawikin
                                           Title: Principal
EX-2 3 file003.htm SUBSCRIPTION AGREEMENT 





                                                                       EXHIBIT 2


                             SUBSCRIPTION AGREEMENT
                             ----------------------


Global Gold Corporation
104 Field Point Road
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) up to a maximum of 4,000,000
shares, of its common stock, $.001 par value per share, with a minimum purchase
of 50,000 shares of common stock (unless otherwise permitted by the Company),
with the purchase price for such shares payable in cash upon subscription and
the purchase of each share also entitling the purchaser to a warrant for the
purchase on or before July 31, 2007 of an additional one-half of one share at
the purchase price of $1.50 per share (or $0.75 per half of one share). The
shares of common stock of the Company (the "Units" or the "Securities") are
being offered pursuant to the Company's Confidential Private Placement
Memorandum dated June 23, 2005, 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 $0.75 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



               (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.

         2.    The Company represents and warrants to the undersigned that since
March 31, 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



               (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




               (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




                                       4




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: July 1, 2005

Number of Shares Subscribed at $0.75 per share: 500,000 Share [s]
Total Purchase Price:      $375,000
Payment Enclosed:          $375,000

ENTITY SUBSCRIBERS SIGN HERE:               INDIVIDUAL SUBSCRIBERS SIGN HERE:

Firebird Republic Fund, Ltd.
- --------------------------------------      ----------------------------------
Print Name of Subscriber                    Print Name of Subscriber


By: /s/ Harvey Sawikin
   -----------------------------------      ----------------------------------
                                            Signature
Harvey Sawikin, Director
- --------------------------------------      ----------------------------------
Print Name and Title of Person Signing      Signature of Joint Subscriber, if
                                            any


Mailing Address:                            Mailing Address:

c/o Trident Trust Co. (Cayman) Ltd.
1 Capital Place, Box 847
- ---------------------------------------     ----------------------------------
Street Address                              Street Address

Grand Cayman, Cayman Islands
- ---------------------------------------     ----------------------------------
City, State and Zip Code                    City, State and Zip Code

CR-71007
- ---------------------------------------     ----------------------------------
Taxpayer Identification Number              Social Security Number of Subscriber

Cayman Islands
- ---------------------------------------     ----------------------------------
Country of incorporation                    Social Security Number of Joint
                                            Subscriber


                                            ----------------------------------
                                            Passport number

(Check One)
__________        Individual




                                       5





- ----------     Tenants-in-common

- ----------     Joint tenants with right of survivorship (each must sign)

- ----------     Community property.(0)

- ----------     Partnership

- ----------     Corporation
   x
- ----------     Limited Liability Company

- ----------     As custodian, trustee or agent for _____________________________


This Subscription Agreement is
accepted by Global Gold Corporation
this ____ day of ___________, 2005


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).





                                       6
EX-3 4 file004.htm SUBSCRIPTION AGREEMENT 





                                                                       EXHIBIT 3


                             SUBSCRIPTION AGREEMENT
                             ----------------------


Global Gold Corporation
104 Field Point Road
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) up to a maximum of 4,000,000
shares, of its common stock, $.001 par value per share, with a minimum purchase
of 50,000 shares of common stock (unless otherwise permitted by the Company),
with the purchase price for such shares payable in cash upon subscription and
the purchase of each share also entitling the purchaser to a warrant for the
purchase on or before July 31, 2007 of an additional one-half of one share at
the purchase price of $1.50 per share (or $0.75 per half of one share). The
shares of common stock of the Company (the "Units" or the "Securities") are
being offered pursuant to the Company's Confidential Private Placement
Memorandum dated June 23, 2005, 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 $0.75 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



               (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.

         2.    The Company represents and warrants to the undersigned that since
March 31, 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



               (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




               (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




                                       4




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: July 1, 2005

Number of Shares Subscribed at $0.75 per share: 500,000 Share [s]
Total Purchase Price:      $375,000
Payment Enclosed:          $375,000

ENTITY SUBSCRIBERS SIGN HERE:               INDIVIDUAL SUBSCRIBERS SIGN HERE:

Firebird Avrora Fund, Ltd.
- --------------------------------------      ----------------------------------
Print Name of Subscriber                    Print Name of Subscriber


By: /s/ Harvey Sawikin
   -----------------------------------      ----------------------------------
                                            Signature
Harvey Sawikin, Director
- --------------------------------------      ----------------------------------
Print Name and Title of Person Signing      Signature of Joint Subscriber, if
                                            any


Mailing Address:                            Mailing Address:

c/o Trident Trust Co. (Cayman) Ltd.
1 Capital Place, Box 847
- ---------------------------------------     ----------------------------------
Street Address                              Street Address

Grand Cayman, Cayman Islands
- ---------------------------------------     ----------------------------------
City, State and Zip Code                    City, State and Zip Code

CR-129752
- ---------------------------------------     ----------------------------------
Taxpayer Identification Number              Social Security Number of Subscriber

Cayman Islands
- ---------------------------------------     ----------------------------------
Country of incorporation                    Social Security Number of Joint
                                            Subscriber


                                            ----------------------------------
                                            Passport number

(Check One)
__________        Individual




                                       5





- ----------     Tenants-in-common

- ----------     Joint tenants with right of survivorship (each must sign)

- ----------     Community property.(0)

- ----------     Partnership

- ----------     Corporation
   x
- ----------     Limited Liability Company

- ----------     As custodian, trustee or agent for _____________________________


This Subscription Agreement is
accepted by Global Gold Corporation
this ____ day of ___________, 2005


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).





                                       6
EX-4 5 file005.htm SUBSCRIPTION AGREEMENT 





                                                                       EXHIBIT 4


                             SUBSCRIPTION AGREEMENT
                             ----------------------


Global Gold Corporation
104 Field Point Road
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) up to a maximum of 4,000,000
shares, of its common stock, $.001 par value per share, with a minimum purchase
of 50,000 shares of common stock (unless otherwise permitted by the Company),
with the purchase price for such shares payable in cash upon subscription and
the purchase of each share also entitling the purchaser to a warrant for the
purchase on or before July 31, 2007 of an additional one-half of one share at
the purchase price of $1.50 per share (or $0.75 per half of one share). The
shares of common stock of the Company (the "Units" or the "Securities") are
being offered pursuant to the Company's Confidential Private Placement
Memorandum dated June 23, 2005, 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 $0.75 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



               (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.

         2.    The Company represents and warrants to the undersigned that since
March 31, 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



               (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




               (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




                                       4




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: July 1, 2005

Number of Shares Subscribed at $0.75 per share: 1,000,000 Share [s]
Total Purchase Price:      $750,000
Payment Enclosed:          $750,000

ENTITY SUBSCRIBERS SIGN HERE:               INDIVIDUAL SUBSCRIBERS SIGN HERE:

Firebird Global Master Fund, Ltd.
- --------------------------------------      ----------------------------------
Print Name of Subscriber                    Print Name of Subscriber


By: /s/ James Passin
   -----------------------------------      ----------------------------------
                                            Signature
James Passin, Director
- --------------------------------------      ----------------------------------
Print Name and Title of Person Signing      Signature of Joint Subscriber, if
                                            any


Mailing Address:                            Mailing Address:

c/o Trident Trust Co. (Cayman) Ltd.
1 Capital Place, Box 847
- ---------------------------------------     ----------------------------------
Street Address                              Street Address

Grand Cayman, Cayman Islands
- ---------------------------------------     ----------------------------------
City, State and Zip Code                    City, State and Zip Code

CR-124871
- ---------------------------------------     ----------------------------------
Taxpayer Identification Number              Social Security Number of Subscriber

Cayman Islands
- ---------------------------------------     ----------------------------------
Country of incorporation                    Social Security Number of Joint
                                            Subscriber


                                            ----------------------------------
                                            Passport number

(Check One)
__________        Individual




                                       5





- ----------     Tenants-in-common

- ----------     Joint tenants with right of survivorship (each must sign)

- ----------     Community property.(0)

- ----------     Partnership

- ----------     Corporation
   x
- ----------     Limited Liability Company

- ----------     As custodian, trustee or agent for _____________________________



This Subscription Agreement is
accepted by Global Gold Corporation
this ____ day of ___________, 2005


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).





                                       6
EX-5 6 file006.htm REGISTRATION RIGHTS AGREEMENT 





                                                                       EXHIBIT 5


                          REGISTRATION RIGHTS AGREEMENT

                                       OF

                             GLOBAL GOLD CORPORATION



                  Agreement made as of the 29th day of July, 2005 by and among
Global Gold Corporation, a Delaware corporation currently having its office and
principal place of business at 104 Field Point Road, 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 4,000,000 shares, of common stock of the Corporation with the purchaser of
each share also entitled to a warrant to purchase one half of one additional
share pursuant to the Confidential Private Placement Memorandum dated June 23,
2005, 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
4,000,000 shares (and if all of the warrants are exercised a total of 6,000,000
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;



                                       1



                  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.      Piggyback Registration Rights.
                          ------------------------------

                  1.1     (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 1.1
with



                                       2




respect to the next succeeding registration statement described in this Section
1.1 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 this Section 1.1(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 1.1(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 1.1(a).




                                       3




                          1.2    Delay or Suspension of Registration.
Notwithstanding any other provision of this Section 1 to the contrary, if the
Corporation shall furnish to the Shareholders:

                  (a)     a certificate signed by the President 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
1.1(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 President 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 President's
certificate required under Section 1.2(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 1.1(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



                                       4




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 1.2(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 1.2(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 1.2.


                          1.3    In connection with any registration or
qualification pursuant to the provisions of this Section 1, 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.

                          1.4    (a)    In each case of registration of shares
of Stock under the Securities Act pursuant to these registration provisions, the
Corporation shall unconditionally


                                       5



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 1.4, 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



                                       6



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



                                       7




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.

                                 (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.

                          2.     MISCELLANEOUS.

                          2.1.   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,
104 Field Point Road, Greenwich, Connecticut 06830, with a copy to Patterson,
Belknap, Webb and Tyler, 1133



                                       8



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.


                          2.2    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.

                          2.3    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,




                                       9



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.

                          2.4    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.

                          2.5    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.

                          2.6    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.

                          2.7    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.

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

                          2.9    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.



                                       10




                          2.10   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 this
Agreement on the date first above written.

                                        GLOBAL GOLD CORPORATION

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

No. of Shares
Purchased                               SHAREHOLDER
- ---------
500,000                                 Firebird Republics Fund, Ltd.
                                        -----------------------------------

                                        /s/ Harvey Sawikin
                                        -----------------------------------


                                        By: Harvey Sawikin, Director
                                           --------------------------------




                                       11
EX-99.6 7 file007.htm REGISTRATION RIGHTS AGREEMENT 




                                                                       EXHIBIT 6


                          REGISTRATION RIGHTS AGREEMENT

                                       OF

                             GLOBAL GOLD CORPORATION



                  Agreement made as of the 29th day of July, 2005 by and among
Global Gold Corporation, a Delaware corporation currently having its office and
principal place of business at 104 Field Point Road, 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 4,000,000 shares, of common stock of the Corporation with the purchaser of
each share also entitled to a warrant to purchase one half of one additional
share pursuant to the Confidential Private Placement Memorandum dated June 23,
2005, 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
4,000,000 shares (and if all of the warrants are exercised a total of 6,000,000
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;



                                       1



                  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.      Piggyback Registration Rights.
                          ------------------------------

                  1.1     (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 1.1
with



                                       2




respect to the next succeeding registration statement described in this Section
1.1 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 this Section 1.1(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 1.1(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 1.1(a).




                                       3




                          1.2    Delay or Suspension of Registration.
Notwithstanding any other provision of this Section 1 to the contrary, if the
Corporation shall furnish to the Shareholders:

                  (a)     a certificate signed by the President 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
1.1(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 President 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 President's
certificate required under Section 1.2(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 1.1(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



                                       4




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 1.2(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 1.2(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 1.2.


                          1.3    In connection with any registration or
qualification pursuant to the provisions of this Section 1, 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.

                          1.4    (a)    In each case of registration of shares
of Stock under the Securities Act pursuant to these registration provisions, the
Corporation shall unconditionally


                                       5



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 1.4, 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



                                       6



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



                                       7




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.

                                 (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.

                          2.     MISCELLANEOUS.

                          2.1.   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,
104 Field Point Road, Greenwich, Connecticut 06830, with a copy to Patterson,
Belknap, Webb and Tyler, 1133



                                       8



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.


                          2.2    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.

                          2.3    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,




                                       9



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.

                          2.4    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.

                          2.5    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.

                          2.6    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.

                          2.7    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.

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

                          2.9    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.



                                       10




                          2.10   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 this
Agreement on the date first above written.

                                        GLOBAL GOLD CORPORATION

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

No. of Shares
Purchased                               SHAREHOLDER
- ---------
500,000                                 Firebird Avrora Fund, Ltd.
                                        -----------------------------------

                                        /s/ Harvey Sawikin
                                        -----------------------------------


                                        By: Harvey Sawikin, Director
                                           --------------------------------




                                       11
EX-7 8 file008.htm REGISTRATION RIGHTS AGREEMENT 





                                                                       EXHIBIT 7


                          REGISTRATION RIGHTS AGREEMENT

                                       OF

                             GLOBAL GOLD CORPORATION



                  Agreement made as of the 29th day of July, 2005 by and among
Global Gold Corporation, a Delaware corporation currently having its office and
principal place of business at 104 Field Point Road, 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 4,000,000 shares, of common stock of the Corporation with the purchaser of
each share also entitled to a warrant to purchase one half of one additional
share pursuant to the Confidential Private Placement Memorandum dated June 23,
2005, 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
4,000,000 shares (and if all of the warrants are exercised a total of 6,000,000
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;



                                       1



                  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.      Piggyback Registration Rights.
                          ------------------------------

                  1.1     (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 1.1
with



                                       2




respect to the next succeeding registration statement described in this Section
1.1 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 this Section 1.1(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 1.1(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 1.1(a).




                                       3




                          1.2    Delay or Suspension of Registration.
Notwithstanding any other provision of this Section 1 to the contrary, if the
Corporation shall furnish to the Shareholders:

                  (a)     a certificate signed by the President 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
1.1(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 President 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 President's
certificate required under Section 1.2(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 1.1(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



                                       4




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 1.2(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 1.2(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 1.2.


                          1.3    In connection with any registration or
qualification pursuant to the provisions of this Section 1, 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.

                          1.4    (a)    In each case of registration of shares
of Stock under the Securities Act pursuant to these registration provisions, the
Corporation shall unconditionally


                                       5



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 1.4, 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



                                       6



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



                                       7




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.

                                 (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.

                          2.     MISCELLANEOUS.

                          2.1.   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,
104 Field Point Road, Greenwich, Connecticut 06830, with a copy to Patterson,
Belknap, Webb and Tyler, 1133



                                       8



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.


                          2.2    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.

                          2.3    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,




                                       9



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.

                          2.4    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.

                          2.5    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.

                          2.6    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.

                          2.7    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.

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

                          2.9    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.



                                       10




                          2.10   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 this
Agreement on the date first above written.

                                        GLOBAL GOLD CORPORATION

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

No. of Shares
Purchased                               SHAREHOLDER
- ---------
1,000,000                               Firebird Global Master Fund, Ltd.
                                        -----------------------------------

                                        /s/ James Passin
                                        -----------------------------------


                                        By: James Passin, Director
                                           --------------------------------




                                       11
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