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”.
