PERSHING GOLD CORPORATION UNDERWRITING AGREEMENT 2,205,883 Shares of Common StockUnderwriting Agreement • December 2nd, 2016 • Pershing Gold Corp. • Gold and silver ores • New York
Pershing Gold Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Laidlaw & Company (UK) Ltd. is acting as representative (the “Representative”), on a best efforts basis, up to an aggregate of 2,205,883 authorized but unissued shares of common stock, par value $0.0001 per share, (the “Common Stock”) of the Company (the “Shares”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional 330,882 shares of Common Stock to cover over-allotments (the “Option Shares”). The Shares and the Option Shares are hereinafter collectively referred to as the “Shares” or the “Securities”.
SAGEBRUSH GOLD LTD. DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • February 13th, 2012 • Sagebrush Gold Ltd. • Services-motion picture & video tape production • Nevada
This Director and Officer Indemnification Agreement, dated as of this 10th day of February, 2012 (this “Agreement”), is made by and between Sagebrush Gold Ltd., a Nevada corporation (the “Company”), and Stephen Alfers (the “Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 1st, 2011 • Sagebrush Gold Ltd. • Services-motion picture & video tape production
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of _________ 2011 among Sagebrush Gold Ltd., a Nevada corporation (the “Company”), and each signatory hereto (each, an “Investor” and collectively, the “Investors”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 12th, 2010 • Empire Sports & Entertainment Holdings Co. • Services-prepackaged software • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of October 8, 2010, is made by and between The Empire Sports & Entertainment Holdings Co., a Nevada corporation (“Seller”), and each of the individuals listed under the heading “Buyers” on the signature page hereto (collectively, “Buyers”).
THE EMPIRE SPORTS & ENTERTAINMENT HOLDINGS CO. FORM OF NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • October 5th, 2010 • Empire Sports & Entertainment Holdings Co. • Services-prepackaged software • Nevada
This NONQUALIFIED STOCK OPTION AGREEMENT (the “Option Agreement”), dated as of the ____ day of ___ 20__ (the “Grant Date”), is between The Empire Sports & Entertainment Holdings Co., a Nevada corporation (the “Company”), and _____________ (the “Optionee”), a director, officer or employees of, or consultant or advisor to, the Company or a Subsidiary of the Company (a “Related Corporation”), pursuant to The Empire Sports & Entertainment Holdings Co. 2010 Equity Incentive Plan (the “Plan”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 22nd, 2012 • Pershing Gold Corp. • Services-motion picture & video tape production • Colorado
This Registration Rights Agreement (this “Agreement”), dated June 19, 2012, is by and among Coeur d'Alene Mines Corporation, an Idaho corporation (“Coeur”), Frost Gamma Investments Trust, a Florida Trust (“FGIT” and, together with Coeur, the “Holders”) and Pershing Gold Corporation, a Nevada corporation (the “Company”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 5th, 2012 • Pershing Gold Corp. • Services-motion picture & video tape production • New York
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in Pershing Gold Corporation, a Nevada corporation (the “Company”). The Company is conducting a private placement (the “Offering”) of shares (the “Shares” or the “Securities”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), at a purchase price of $0.35 per Share.
PERSHING GOLD CORPORATION REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 14th, 2017 • Pershing Gold Corp. • Gold and silver ores • Nevada
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of December 11, 2017, is made by and between Pershing Gold Corporation, a Nevada corporation (the “Company”) and the undersigned investors (each an “Investor” and collectively, the “Investors”).
SUBSCRIPTION AGREEMENTSubscription Agreement • May 13th, 2011 • Empire Sports & Entertainment Holdings Co. • Services-motion picture & video tape production
SUBSCRIPTION AGREEMENT (this “Agreement”) made as of the last date set forth on the signature page hereof between The Empire Sports & Entertainment Holdings Co., a Nevada corporation (the “Company”), and the undersigned (the “Subscriber”).
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • March 2nd, 2016 • Pershing Gold Corp. • Gold and silver ores • New York
UNIT PURCHASE AGREEMENT (this “Agreement”) made as of the date set forth on the signature page hereof between Pershing Gold Corporation, a Nevada corporation (the “Company”), and the subscriber(s) identified on Exhibit A annexed hereto (the “Subscriber”).
SEVERANCE COMPENSATION AGREEMENTSeverance Compensation Agreement • August 13th, 2015 • Pershing Gold Corp. • Gold and silver ores • Nevada
This Severance Compensation Agreement (this “Agreement”) is made and entered into as of September 19, 2013 (the “Effective Date”) by and between Debra W. Struhsacker (the “Employee“) and Pershing Gold Corporation, a Nevada corporation (the “Company”).
WARRANT TO PURCHASE COMMON STOCK VOID AFTER 5:30 P.M., EASTERN TIME, ON THE EXPIRATION DATESagebrush Gold Ltd. • December 1st, 2011 • Services-motion picture & video tape production
THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE EXEMPTIONS THEREFROM.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • June 29th, 2015 • Pershing Gold Corp. • Gold and silver ores • Colorado
This AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 28th day of June 2015, by and between Pershing Gold Corporation, a Nevada corporation and Stephen D. Alfers, an individual (“Executive”). As used herein, the “Effective Date” of this Agreement shall mean the date first set forth above.
PERSHING GOLD CORPORATION REGISTRATION RIGHTS AGREEMENTCorporation Registration Rights Agreement • March 30th, 2016 • Pershing Gold Corp. • Gold and silver ores • Nevada
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of March 28, 2016, is made by and between Pershing Gold Corporation, a Nevada corporation (the “Company”) and Donald Smith Value Fund, L.P., a Delaware Partnership (the “Investor”).
SECURITY AGREEMENTSecurity Agreement • August 30th, 2011 • Sagebrush Gold Ltd. • Services-motion picture & video tape production • New York
This SECURITY AGREEMENT, dated as of August 30, 2011 (this “Agreement”), is by and between GOLD ACQUISITION CORP., a Nevada corporation (the “Company”), and PLATINUM LONG TERM GROWTH, LLC, a Delaware limited liability company, as collateral agent (together with its successors and assigns, the “Secured Party”) for itself and Lakewood Group LLC (“Lakewood” and, together with the Secured Party and their respective successors and assigns, the “Lenders”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 24th, 2012 • Sagebrush Gold Ltd. • Services-motion picture & video tape production • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of February 23, 2012, by and among Sagebrush Gold Ltd., a Nevada corporation (the “Company”), Frost Gamma Investments Trust, a Florida Trust (“FGIT”) and Michael Brauser (“Brauser,” and together with FGIT, each a “Subscriber” and collectively, the “Subscribers”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 28th, 2011 • Sagebrush Gold Ltd. • Services-motion picture & video tape production • New York
THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of July __, 2011, is made by and among SAGEBRUSH GOLD LTD., a Nevada corporation (the “Company”), CONTINENTAL RESOURCES ACQUISITION SUB, INC. the Company’s wholly-owned subsidiary and a Florida corporation (“Buyer”), and CONTINENTAL RESOURCES GROUP, INC., a Delaware corporation (“Seller”).
SECURITY AGREEMENTSecurity Agreement • May 15th, 2012 • Pershing Gold Corp. • Services-motion picture & video tape production • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 28th, 2018 • Pershing Gold Corp. • Gold and silver ores • Nevada
This Indemnification Agreement (hereinafter the “Agreement”) is made as of the __ day of ___, ___ by and between Pershing Gold Corporation, a Nevada corporation, (hereinafter the “Company”) and _______ (hereinafter the “Indemnitee”).
AMENDED AND RESTATED RED ROCK MINERAL LEASERed Rock Mineral Lease • August 22nd, 2011 • Sagebrush Gold Ltd. • Services-motion picture & video tape production • Nevada
THIS AMENDED AND RESTATED MINERAL LEASE (hereinafter “Amended and Restated Lease” or “Lease”) is made and entered into on the 15th day of July, 2011 (the “Effective Date”) by and among Arthur Leger (the “Lessor”), F.R.O.G. Consulting, LLC (the “Payment Agent”) and Arttor Gold LLC (the “Lessee”) (collectively the “Parties”).
SUPPORT AGREEMENT PERSHING GOLD CORPORATIONSupport Agreement • October 4th, 2018 • Pershing Gold Corp. • Gold and silver ores • Nevada
Pursuant to the terms and subject to the conditions of an Agreement and Plan of Merger dated as of September 28, 2018 (the “Merger Agreement”), among Americas Silver Corporation, a corporation incorporated under the federal laws of Canada (the “Purchaser”), Pershing Gold Corporation, a Nevada corporation (the “Company”), and R Merger Sub, Inc., a Nevada corporation (“Acquireco”), Acquireco will merge with and into the Company, with the Company surviving that merger on the terms and subject to the conditions set forth in the Merger Agreement, and (i) each share of Company Common Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive 0.715 of a Purchaser Share (the “Common Stock Consideration”), and (ii) each share of Company Preferred Stock issued and outstanding immediately prior to the Effective Time will be, at the election of the holder thereof, either (A) converted into the right to receive four hundred sixty-one and 440/100
PERSHING GOLD CORPORATION RESTRICTED STOCK AGREEMENT (Non-Assignable) [NUMBER] Shares of Restricted Stock of PERSHING GOLD CORPORATIONRestricted Stock Agreement • May 15th, 2013 • Pershing Gold Corp. • Services-motion picture & video tape production • Nevada
This RESTRICTED STOCK AGREEMENT (the “Restricted Stock Agreement”), dated as of the ___ day of May 2013, is between ______________ (the “Holder”), a director, officer or employee of, or consultant or advisor to, Pershing Gold Corporation (the “Company”) or a Subsidiary of the Company (a “Related Corporation”), and the Company.
AMENDED AND RESTATED NORTH BATTLE MOUNTAIN MINERAL LEASENorth Battle Mountain Mineral Lease • August 22nd, 2011 • Sagebrush Gold Ltd. • Services-motion picture & video tape production • Nevada
THIS AMENDED AND RESTATED MINERAL LEASE (hereinafter “Amended and Restated Lease” or “Lease”) is made and entered into on the 15th day of July, 2011 (the “Effective Date”) by and among Arthur Leger (the “Lessor”), F.R.O.G. Consulting, LLC (the “Payment Agent”) and Arttor Gold LLC (the “Lessee”) (collectively the “Parties”).
Assignment of Continental Resources Acquisition Sub, Inc.Assignment • June 13th, 2012 • Pershing Gold Corp. • Services-motion picture & video tape production • New York
THIS ASSIGNMENT (this “Assignment”), is made as, of this June 11, 2012 (the “Effective Date”), by and between Pershing Gold Corporation, a Nevada corporation having an address at 1658 Cole Boulevard, Building 6, Suite 210, Lakewood, CO 80401 (the “Assignor”), and American Strategic Minerals Corporation (the “Assignee”).
UNDERWRITING AGREEMENTUnderwriting Agreement • December 14th, 2017 • Pershing Gold Corp. • Gold and silver ores • New York
INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENTIntellectual Property Assignment Agreement • July 28th, 2011 • Sagebrush Gold Ltd. • Services-motion picture & video tape production • Florida
This Intellectual Property Assignment Agreement (the “Agreement”) is dated as of July ____, 2011 by and between Continental Resources Group, Inc., a Delaware corporation (the “Assignor”) and Continental Resources Acquisition Sub, Inc., a Florida corporation (the “Assignee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 1st, 2011 • Sagebrush Gold Ltd. • Services-motion picture & video tape production • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the last date set forth on the signature page hereof between Sagebrush Gold Ltd., a Nevada corporation (the “Company”), and the undersigned (the “Subscriber”).
FORM OF SUBSCRIPTION AGREEMENT PERSHING GOLD CORPORATIONForm of Subscription Agreement • May 15th, 2015 • Pershing Gold Corp. • Gold and silver ores • Nevada
BILL OF SALEBill of Sale • July 28th, 2011 • Sagebrush Gold Ltd. • Services-motion picture & video tape production
This BILL OF SALE (the “Bill of Sale”), dated as of the ____ day of July, 2011, is made and delivered by CONTINENTAL RESOURCES GROUP, INC., a Delaware corporation (“Seller”), to CONTINENTAL RESOURCES ACQUISITION SUB, INC., a Florida corporation (“Buyer”), pursuant to, and subject to the terms of, the Asset Purchase Agreement (the “Asset Purchase Agreement”) dated as of the date hereof by and among Seller, Buyer and Sagebrush Gold Ltd. (the “Company”). The terms of the Asset Purchase Agreement are incorporated herein by reference and capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Asset Purchase Agreement.
PERSHING GOLD CORPORATION 2012 Equity Incentive Plan SECOND AMENDMENT TO AMENDED AND RESTATED RESTRICTED STOCK AGREEMENT (Non-Assignable)Restricted Stock Agreement • June 13th, 2014 • Pershing Gold Corp. • Services-motion picture & video tape production • Nevada
This Second Amendment, dated as of June 11, 2014 (this “Amendment”), to the Amended and Restated Restricted Stock Agreement, dated as of May 13, 2013 and amended by the First Amendment to Amended and Restated Restricted Stock Agreement dated December 23, 2013 (the “Agreement”), is entered into by and between Stephen Alfers (“Holder”) and Pershing Gold Corporation, a Nevada corporation (the “Corporation”).
AGREEMENT TO FILE JOINT SCHEDULE 13DAgreement • September 14th, 2012 • Pershing Gold Corp. • Services-motion picture & video tape production
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby consent to the joint filing on their behalf of a single Schedule 13D and any amendments thereto, with respect to the beneficial ownership by each of the undersigned of shares of the common stock of Passport Potash, Inc., a Canadian corporation. The undersigned hereby further agree that this statement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all of which counterparts shall together constitute one and the same instrument.
SECOND AMENDMENT TO RESTRICTED STOCK GRANT AGREEMENT (Non-Assignable)Restricted Stock Grant Agreement • December 16th, 2015 • Pershing Gold Corp. • Gold and silver ores • Nevada
This Second Amendment to Restricted Stock Grant Agreement (this “Amendment”) is dated as of December 10, 2015, by and between Timothy Janke (“Holder”) and Pershing Gold Corporation, a Nevada corporation (the “Corporation”).
PERSHING GOLD CORPORATION RESTRICTED STOCK AGREEMENT (Non-Assignable) [NUMBER] Shares of Restricted Stock of PERSHING GOLD CORPORATIONPershing Gold Corporation • February 15th, 2013 • Pershing Gold Corp. • Services-motion picture & video tape production • Nevada
THIS CERTIFIES that on June 18, 2012, [NAME] (“Holder”) was granted [NUMBER] shares of fully paid and non-assessable shares (“Shares”) of the Restricted Stock (par value $0.0001 per share) of Pershing Gold Corporation (“Corporation”), a Nevada corporation, pursuant to the terms of the Corporation’s 2012 Equity Incentive Plan (“Plan”), the terms and conditions of which are hereby incorporated as though set forth at length, and the receipt of a copy of which the Holder hereby acknowledges by his execution of this agreement. A determination of the Committee (as defined in the Plan) under the Plan as to any questions which may arise with respect to the interpretation of the provisions of this award and of the Plan shall be final. The Committee may authorize and establish such rules, regulations and revisions thereof not inconsistent with the provisions of the Plan, as it may deem advisable.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • August 30th, 2011 • Sagebrush Gold Ltd. • Services-motion picture & video tape production
This ASSIGNMENT AND ASSUMPTION AGREEMENT (as amended, restated, supplemented or otherwise modified, this “Agreement”) is entered into as of this 30th day of August, 2011 by and between PLATINUM LONG TERM GROWTH LLC (“Assignor”) and GOLD ACQUISITION CORP. (“Assignee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 15th, 2013 • Pershing Gold Corp. • Services-motion picture & video tape production • New York
This Subscription Agreement (this “Agreement”), dated as of the date indicated on the signature page, is by and among the subscriber or subscribers set forth on the signature page (collectively, the “Subscriber”), and Pershing Gold Corporation, a Nevada corporation (the “Company”).
