0001104659-22-035631 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • March 18th, 2022 • Perpetua Resources Corp. • Gold and silver ores • Idaho
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EMPLOYMENT AGREEMENT
Employment Agreement • March 18th, 2022 • Perpetua Resources Corp. • Gold and silver ores • Washington

THIS AGREEMENT WITNESSES that, in consideration of the payment of the sum of $100.00 from the Employer to the Employee, and the mutual covenants and agreements contained herein, the parties mutually agree as follows.

CONSULTING SERVICES AGREEMENT
Consulting Services Agreement • March 18th, 2022 • Perpetua Resources Corp. • Gold and silver ores • Idaho

​ Perpetua Resources Idaho, Inc.405 S 8th Street, #201Boise, ID 83702(hereinafter referred to as the “Company”) ​ OF THE FIRST PART ​ ​ AND: John Meyer ​ (hereinafter referred to as the “Consultant”) ​ ​ OF THE SECOND PART

PERPETUA RESOURCES CORP. STOCK OPTION PLAN – OPTION AGREEMENT
Stock Option Plan – Option Agreement • March 18th, 2022 • Perpetua Resources Corp. • Gold and silver ores

This Option Agreement is entered into between Perpetua Resources Corp. (the “Company”) and the Optionee named below pursuant to the Company’s 2011 Evergreen Incentive Stock Option Plan (the “Plan”), a copy of which is attached hereto, and confirms that:

CONSULTING SERVICES AGREEMENT
Consulting Services Agreement • March 18th, 2022 • Perpetua Resources Corp. • Gold and silver ores • British Columbia

​ Midas Gold Corp.Suite 890 - 999 West Hastings Street Vancouver, BCCanada V6C 2W2(hereinafter referred to as the “Company”) ​ ​ OF THE FIRST PART AND: Darren Morgans (hereinafter referred to as the “Consultant”) ​ ​ OF THE SECOND PART

SCHEDULE A Form of Consulting Agreement CONSULTING SERVICES AGREEMENT
Consulting Agreement • March 18th, 2022 • Perpetua Resources Corp. • Gold and silver ores • Ontario
MIDAS GOLD CORP. STOCK OPTION PLAN – OPTION AGREEMENT
Stock Option Plan – Option Agreement • March 18th, 2022 • Perpetua Resources Corp. • Gold and silver ores

This Option Agreement is entered into between Midas Gold Corp. (the “Company”) and the Optionee named below pursuant to the Company’s 2011 Evergreen Incentive Stock Option Plan (the “Plan”), a copy of which is attached hereto, and confirms that:

TRANSITION AGREEMENT
Transition Agreement • March 18th, 2022 • Perpetua Resources Corp. • Gold and silver ores • Ontario

This transition agreement (the “Agreement”) is made this 3rd day of December, 2020 by and between (a) MIDAS GOLD CORP., a corporation existing under the laws of the Province of British Columbia (the “Company”) and (b) PAULSON & CO. INC., a Delaware corporation (“Paulson”).

PERPETUA RESOURCES CORP. OMNIBUS EQUITY INCENTIVE PLAN PERFORMANCE SHARE UNIT AWARD AGREEMENT
Performance Share Unit Award Agreement • March 18th, 2022 • Perpetua Resources Corp. • Gold and silver ores • Delaware

Pursuant to the Perpetua Resources Corp. Omnibus Equity Incentive Plan (the “Plan”), the Participant listed below has been granted Performance Share Units (“PSUs”) as designated below, in accordance with, and subject to the terms of the Plan and this performance share unit award agreement (“PSU Award Agreement”). Capitalized terms not defined herein have the meaning ascribed to them in the Plan.

SECOND AMENDING AGREEMENT TO THE INVESTOR RIGHTS AGREEMENT
Second Amending Agreement • March 18th, 2022 • Perpetua Resources Corp. • Gold and silver ores

WHEREAS the Corporation and the Investor are party to an investor rights agreement dated May 16, 2018, as amended by the first amending agreement to the investor rights agreement dated March 24, 2019 (together, the “IR Agreement”);

PERPETUA RESOURCES CORP. OMNIBUS EQUITY INCENTIVE PLAN RESTRICTED SHARE UNIT AWARD AGREEMENT
Restricted Share Unit Award Agreement • March 18th, 2022 • Perpetua Resources Corp. • Gold and silver ores • Delaware

Pursuant to the Perpetua Resources Corp. Omnibus Equity Incentive Plan (the “Plan”), the Participant listed below has been granted Restricted Share Units (“RSUs”) as designated below, in accordance with, and subject to the terms of the Plan and this restricted share unit award agreement (“RSU Award Agreement”). Capitalized terms not defined herein have the meaning ascribed to them in the Plan.

INVESTOR RIGHTS AGREEMENT MIDAS GOLD CORP. - and - BARRICK GOLD CORPORATION
Investor Rights Agreement • March 18th, 2022 • Perpetua Resources Corp. • Gold and silver ores • Ontario

WHEREAS the Investor has agreed to purchase, on a private placement basis, 46,551,731 common shares of the Corporation (“Common Shares”), representing 19.9% of the issued and outstanding Common Shares (the “Share Offering”);

September 1, 2019 Darren Morgans Dear Darren Subject: Amendment to Employment Agreement
Employment Agreement • March 18th, 2022 • Perpetua Resources Corp. • Gold and silver ores
THIRD AMENDING AGREEMENT TO THE INVESTOR RIGHTS AGREEMENT
Third Amending Agreement • March 18th, 2022 • Perpetua Resources Corp. • Gold and silver ores

WHEREAS the Corporation and the Investor are party to an investor rights agreement dated May 16, 2018, as amended by the first amending agreement to the investor rights agreement dated March 24, 2019 and the second amending agreement to the investor rights agreement dated May 15, 2019 (together, the “IR Agreement”);

MIDAS GOLD CORP. STOCK OPTION PLAN – OPTION AGREEMENT
Stock Option Plan – Option Agreement • March 18th, 2022 • Perpetua Resources Corp. • Gold and silver ores

This Option Agreement is entered into between Midas Gold Corp. (the “Company”) and the Optionee named below pursuant to the Company’s 2011 Evergreen Incentive Stock Option Plan (the “Plan”), a copy of which is attached hereto, and confirms that:

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