13D Filing: Steelhead Partners and Gold Reserve Inc (GRZ)

EXHIBITS LIST

No. 1. 2. 3. 4. 5. 6.

Exhibit Agreement Regarding Joint Filing of Statement on Schedule 13D. Second Amended and Restated Subordinated Note Restructuring Agreement, dated September 13, 2012.* Subordinated Note Restructuring and Note Purchase Agreement, dated June 20, 2014.** Second Supplemental Indenture*** Note Restructuring and Note Purchase Agreement, dated as of November 30, 2015**** Fourth Supplemental Indenture*****

_________________

* Filed as Exhibit 99.1 to the Issuer’s
Form 6-K filed with the SEC on September 18, 2012 and incorporated by reference herein.

** Filed as Exhibit 99.1 to the
Issuer’s Form 6-K filed with the SEC on June 20, 2014 and incorporated by reference herein.

***Filed as Exhibit 99.2 to the Issuer’s
Form 6-K filed with the SEC on June 20, 2014 and incorporated by reference herein.

****Filed as Exhibit 99.1 to the
Issuer’s Form 6-K filed with the SEC on December 2, 2015 and incorporated by reference herein.

***** Filed as Exhibit 99.2 to the
Issuer’s Form 6-K filed with the SEC on December 2, 2015 and incorporated by reference herein.

EXHIBIT 1

JOINT FILING UNDERTAKING

The undersigned,
being authorized thereunto, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of
the below-named parties, in accordance with rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule,
as it may be amended, jointly on behalf of each of such parties.

Dated: July 19, 2017	STEELHEAD PARTNERS, LLC By: _/s/ Brent E. Binge___________ Brent Binge, General Counsel
	STEELHEAD NAVIGATOR MASTER, L.P. By: Steelhead Partners, LLC, its Investment Manager By: /s/ Brent E. Binge___________ Brent Binge, General Counsel
	JAMES MICHAEL JOHNSTON /s/ Brent E. Binge_____________________ Brent Binge, Attorney-In-Fact for James Michael Johnston*
	BRIAN KATZ KLEIN /s/ Brent E. Binge_____________________ Brent Binge, Attorney-In-Fact for Brian Katz Klein**

* Power of Attorney was previously filed with the SEC as Exhibit 2 to Amendment No. 6 to the Schedule 13D filed by Steelhead
Partners, LLC with respect to Sonde Resources Corp. on October 26, 2011.

** Power of Attorney was previously filed with the
SEC as Exhibit 3 to Amendment No. 6 to the Schedule 13D filed by Steelhead Partners, LLC with respect to Sonde Resources Corp.
on October 26, 2011.

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