0001539497-23-000085 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • January 27th, 2023 • Niocorp Developments LTD • Metal mining • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 26, 2023, is made and entered into by and among NIOCORP DEVELOPMENTS LTD., a company incorporated under the laws of the Province of British Columbia, Canada (the “Company”), and YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor” and, collectively with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.12 of this Agreement, for so long as such person or entity holds any Registrable Securities, the “Holders” and each, a “Holder”).

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STANDBY EQUITY PURCHASE AGREEMENT
Equity Purchase Agreement • January 27th, 2023 • Niocorp Developments LTD • Metal mining • New York

THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of January 26, 2023, is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and NIOCORP DEVELOPMENTS LTD., a company organized under the laws of the Province of British Columbia, Canada (the “Company”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • January 27th, 2023 • Niocorp Developments LTD • Metal mining • New York

THIS SECURITIES PURCHASE AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of January 26, 2023, is between NIOCORP DEVELOPMENTS LTD., a company organized under the laws of the Province of British Columbia, Canada, with principal executive offices located at 7000 South Yosemite Street, Suite 115, Centennial, Colorado 80112 (the “Company”), and each of the investors listed on the Schedule of Buyers attached as Schedule I hereto (individually, a “Buyer” and collectively the “Buyers”).

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