0001493152-20-015434 Sample Contracts

Contract
Warrant Agreement • August 13th, 2020 • U.S. Gold Corp. • Metal mining • Nevada

THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 13th, 2020 • U.S. Gold Corp. • Metal mining • Nevada

This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated as of August 10, 2020 by and among U.S. Gold Corp., a Nevada corporation (the “Company”) and each of the purchasers identified on the signature pages hereto and such purchasers’ respective successors and assigns (individually, a “Purchaser” and collectively, the “Purchasers”).

AGREEMENT AND PLAN OF MERGER BY AND AMONG U.S. GOLD CORP. and GOLD KING ACQUISITION CORP. and NORTHERN PANTHER RESOURCES CORPORATION and RICHARD SILAS, as STOCKHOLDER REPRESENTATIVE
Merger Agreement • August 13th, 2020 • U.S. Gold Corp. • Metal mining • New York

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into on August 10, 2020, by and among U.S. Gold Corp., a Nevada corporation (“Parent”), Gold King Acquisition Corp., a Nevada corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, Northern Panther Resources Corporation., a Nevada corporation (the “Company”), and Richard Silas, in his capacity as stockholder representative (the “Stockholder Representative”).

FORM OF LEAK-OUT AGREEMENT
Leak-Out Agreement • August 13th, 2020 • U.S. Gold Corp. • Metal mining • Nevada

THIS LEAK-OUT AGREEMENT (this “Agreement”) is made and entered into as of August __, 2020, by and among U.S. Gold Corp. (the “Parent”) and the undersigned stockholder (the “Stockholder”).

FORM OF VOTING AGREEMENT
Voting Agreement • August 13th, 2020 • U.S. Gold Corp. • Metal mining • Nevada

THIS VOTING AGREEMENT (this “Agreement”) dated as of August __, 2020, by and among each of the undersigned stockholders (collectively, the “Stockholders”) of U.S. Gold Corp., a Nevada corporation (the “Company”) and Richard, Silas, in his capacity as stockholder representative (“Stockholder Representative”) of the stockholders of Northern Panther Resources Corporation (“NPRC”).

FORM OF VOTING AGREEMENT
Voting Agreement • August 13th, 2020 • U.S. Gold Corp. • Metal mining • Nevada

THIS VOTING AGREEMENT (this “Agreement”) dated as of August __ 2020, by and among each of the undersigned stockholders (collectively, the “Stockholders”) of Northern Panther Resources Corporation, a Nevada corporation (the “Company”) and U.S. Gold Corp., a Nevada corporation (“Parent”).

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