0001144204-15-014256 Sample Contracts

CONSULTING AGREEMENT
Consulting Agreement • March 5th, 2015 • Pershing Gold Corp. • Gold and silver ores
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ASSET PURCHASE AGREEMENT AMONG NEWMONT USA LIMITED PERSHING GOLD CORPORATION AND GOLD ACQUISITION CORPORATION Dated as of JANUARY 13, 2015
Asset Purchase Agreement • March 5th, 2015 • Pershing Gold Corp. • Gold and silver ores • Nevada

THIS ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of January 13, 2015 (the “Effective Date”), is by and among NEWMONT USA LIMITED, a Delaware corporation (“Newmont”), whose address for the purposes of this Agreement is 1655 Mountain City Highway, Elko, Nevada 89801, and PERSHING GOLD CORPORATION, a Nevada corporation (“PGC”) and GOLD ACQUISITION CORPORATION, a Nevada corporation (“GAC”), the wholly owned subsidiary of PGC (PGC and GAC collectively “Buyer”). The address for both PGC and GAC for the purposes of this Agreement is 1658 Cole Boulevard, Building 6, Suite 210, Lakewood, Colorado 80401.

MINING LEASE
Mining Lease • March 5th, 2015 • Pershing Gold Corp. • Gold and silver ores

THIS MINING LEASE (“Lease”) is made by and between NEW NEVADA RESOURCES, LLC, a Florida limited liability company and NEW NEVADA LANDS, LLC, a Mississippi limited liability company, as successors-in-interest of NEVADA LAND AND RESOURCE COMPANY, LLC., a Nevada limited liability company (hereinafter collectively designated as “Owner”), and GOLD ACQUISITION CORPORATION, a Nevada corporation (“Lessee”). This Lease is effective as of the date executed by Lessee.

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