0001521536-13-000160 Sample Contracts

PERSHING GOLD CORPORATION RESTRICTED STOCK AGREEMENT (Non-Assignable) [NUMBER] Shares of Restricted Stock of PERSHING GOLD CORPORATION
Pershing 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.

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PERSHING GOLD CORPORATION
Restricted Stock Agreement • February 15th, 2013 • Pershing Gold Corp. • Services-motion picture & video tape production • Nevada

This First Amendment, dated as of February 8, 2013 (this “Amendment”), to the Restricted Stock Agreement, dated as of November 21, 2012 (the “Agreement”), is entered into by and between Eric Alexander (“Holder”) and Pershing Gold Corporation, a Nevada corporation (the “Corporation”).

PERSHING GOLD CORPORATION FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • February 15th, 2013 • Pershing Gold Corp. • Services-motion picture & video tape production • Nevada

This First Amendment, dated as of February 8, 2013 (this “Amendment”), to the Executive Employment Agreement, dated as of February 9, 2012 (the “Agreement”), is entered into by and between Stephen Alfers (“Executive”) and Pershing Gold Corporation (formerly Sagebrush Gold Ltd.), a Nevada corporation (the “Corporation”).

PERSHING GOLD CORPORATION
Restricted Stock Agreement • February 15th, 2013 • Pershing Gold Corp. • Services-motion picture & video tape production • Nevada

This First Amendment, dated as of February 8, 2013 (this “Amendment”), to the Restricted Stock Agreement, dated as of August 24, 2012 (the “Agreement”), is entered into by and between Stephen Alfers (“Holder”) and Pershing Gold Corporation, a Nevada corporation (the “Corporation”).

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