Exhibit 10.2


 


UNIT PURCHASE AGREEMENT


 


UNIT PURCHASE AGREEMENT
(this “Agreement”) made as of the date set forth on the signature page hereof between Pershing Gold Corporation, a
Nevada corporation (the “Company”), and the subscriber(s) identified on Exhibit A annexed hereto (the “Subscriber”).


 


WITNESSETH:


 


WHEREAS, the Company
is conducting a private offering (the “Offering”) consisting of up to a maximum of 3,076,923 units (the “Units”),
each Unit consisting of (a) one share of the Company’s common stock par value $0.0001 per share (the “Common Stock”)
and (b) a thirty month warrant (collectively, the “Warrants” and together with the Units and Common Stock, the “Securities”)
to purchase 0.5 of a share of Common Stock of the Company at an exercise price equal to 110% of the market value of the Company’s
common stock on the trading day immediately preceding the applicable closing, with such exercise price to be subject to adjustment
as set forth in the warrant agreement (the “Exercise Price”) at a negotiated price of $3.25 per Unit (the “Unit
Purchase Price”);


 


WHEREAS, the Company
has retained Laidlaw & Company (UK) Ltd. to act as its placement agent in connection with the sale of the Units pursuant to
this Agreement (the “Placement Agent”);


 


WHEREAS, the Offering
is on a “best efforts, all-or-none” basis to attain the minimum offering amount of $1,750,000 purchase price for the
Units (the “Minimum Offering”), and on a “reasonable efforts” basis as to the remaining Units to be sold
up to the maximum offering amount of $10,000,000 purchase price for the Units (the “Maximum Offering”), to a limited
number of “accredited investors” (as that term is defined by Rule 501(a) of Regulation D (“Regulation D”)
promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the
“Securities Act”);


 


WHEREAS, the Company
and each Subscriber is executing and delivering this agreement in reliance upon the exemption from securities registration afforded
by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated by the SEC under the Securities Act;


 


WHEREAS the subscription
for the Securities will be made in accordance with and subject to the terms and conditions of the Subscription Agreement and the
Company’s Confidential Private Placement Memorandum dated February 9, 2016, together with all amendments thereof and supplements
and exhibits thereto and as such may be amended from time to time (the “Memorandum”); and


 


WHEREAS, the Subscriber
desires to purchase such number of Units as set forth on the signature page hereof on the terms and conditions hereinafter set
forth.


 


NOW, THEREFORE, in
consideration of the premises and the mutual representations and covenants hereinafter set forth, the parties hereto do hereby
agree as follows:


 




     


     


    

  


I.           SUBSCRIPTION
FOR SECURITIES


 


1.1         Subject
to the terms and conditions hereinafter set forth and as set forth in the Memorandum, the Subscriber hereby subscribes for and
agrees to purchase from the Company, and the Company subject to its rights to accept or reject this subscription, agrees to sell
to the Subscriber, such number of Units for the aggregate purchase price as is set forth on the signature page hereof. The purchase
price is payable by wire transfer, to be held in escrow until the conditions to closing are achieved, to Signature Bank, the escrow
agent (the “Escrow Agent”) as follows:


 


Bank:  Signature Bank


ABA Number:


Account #: 


Account Name: Signature Bank, as Escrow Agent for Pershing
Gold Corporation


Swift Code: 


 


1.2         The
Subscriber understands acknowledges and agrees that, except as otherwise set forth herein or otherwise required by law, that once
irrevocable, the Subscriber is not entitled to cancel, terminate or revoke this Agreement or any agreements of the Subscriber hereunder
and that this Agreement and such other agreements shall survive the death or disability of the Subscriber and shall be binding
upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and
permitted assigns. If the Subscriber is more than one person, the obligations of the Subscriber hereunder shall be joint and several
and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding
upon each such person and his/her heirs, executors, administrators, successors, legal representatives and permitted assigns.


 


II.          REPRESENTATIONS
BY SUBSCRIBER


 


Each Subscriber hereby
severally, and not jointly, represents and warrants to the Company that each such Subscriber’s representations in the Subscription
Agreement, in the form attached as Exhibit B to the Memorandum, entered into in connection with this Agreement are true and correct
as of the date hereof.


 


III.         REPRESENTATIONS
BY AND COVENANTS OF THE COMPANY


 


The Company hereby
represents and warrants to the Subscriber that:


 


3.1         Organization,
Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the
laws of the State of Nevada and has full corporate power and authority to own and use its properties and its assets and conduct
its business as currently conducted. Each of the Company’s subsidiaries identified on Schedule 3.1 hereto (the “Subsidiaries”)
is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation with
the requisite corporate power and authority to own and use its properties and assets and to conduct its business as currently conducted.
Neither the Company, nor any of its Subsidiaries is in violation of any of the provisions of its respective articles of incorporation,
by-laws or other organizational or charter documents, including, but not limited to the Charter Documents (as defined below). Each
of the Company and its Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation in each
jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where
the failure to be so qualified or in good standing, as the case may be, would not result in a direct and/or indirect (i) material
adverse effect on the legality, validity or enforceability of any of the Securities and/or this Agreement, (ii) material adverse
effect on the results of operations, assets, business or condition (financial and other) of the Company and its Subsidiaries, taken
as a whole, or (iii) material adverse effect on the Company’s ability to perform in any material respect on a timely basis
its obligations under this Agreement, the Subscription Agreement, the Memorandum, the Warrant and all exhibits, supplements and
schedules thereto, as such may be amended from time to time (collectively the “Transaction Documents”) (any of (i),
(ii) or (iii), a “Material Adverse Effect”).


 




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3.2         Capitalization
and Voting Rights. The authorized, issued and outstanding capital stock of the Company is as set forth in Schedule 3.2
hereto and all issued and outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable.
Except as set forth in Schedule 3.2 hereto, (i) there are no outstanding securities of the Company or any of its Subsidiaries
which contain any preemptive, redemption or similar provisions, nor is any holder of securities of the Company or any Subsidiary
entitled to preemptive or similar rights arising out of any agreement or understanding with the Company or any Subsidiary by virtue
of any of the Transaction Documents, and there are no contracts, commitments, understandings or arrangements by which the Company
or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries; (ii) neither
the Company nor any Subsidiary has any stock appreciation rights or “phantom stock” plans or agreements or any similar
plan or agreement except for its equity incentive plans set forth on Schedule 3.2; and (iii) except as set forth in Schedule
3.2 there are no outstanding options, warrants, agreements, convertible securities, preemptive rights or other rights to subscribe
for or to purchase or acquire, any shares of capital stock of the Company or any Subsidiary or contracts, commitments, understandings,
or arrangements by which the Company or any Subsidiary is or may become bound to issue any shares of capital stock of the Company
or any Subsidiary, or securities or rights convertible or exchangeable into shares of capital stock of the Company or any Subsidiary.
Except as set forth in Schedule 3.2 and as otherwise required by law, there are no restrictions upon the voting or transfer
of any of the shares of capital stock of the Company pursuant to the Company’s Charter Documents (as defined below) or other
governing documents or any agreement or other instruments to which the Company is a party or by which the Company is bound. All
of the issued and outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable and the shares
of capital stock of the Subsidiaries are owned by the Company, free and clear of any mortgages, pledges, liens, claims, charges,
encumbrances or other restrictions (collectively, “Encumbrances”). All of such outstanding capital stock has been issued
in compliance with applicable federal and state securities laws. The issuance and sale of the Securities and, upon issuance, the
Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”), as contemplated hereby will not obligate
the Company to issue shares of Common Stock or other securities to any other person (other than the Subscribers and the Placement
Agent) and except as set forth in Schedule 3.2 will not result in the adjustment of the exercise, conversion, exchange or
reset price of any outstanding security. The Company is not a party to any outstanding stockholder purchase rights and does not
have a “poison pill” or any similar arrangement in effect giving any person the right to purchase any equity interest
in the Company upon the occurrence of certain events.


 




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3.3         Authorization;
Enforceability. The Company has all corporate right, power and authority to enter into, execute and deliver this Agreement
and each other agreement, document, instrument and certificate to be executed by the Company in connection with the consummation
of the transactions contemplated hereby, including, but not limited to Transaction Documents and to perform fully its obligations
hereunder and thereunder. All corporate action on the part of the Company, its directors and stockholders necessary for the (a)
authorization execution, delivery and performance of this Agreement and the Transaction Documents by the Company; and (b) authorization,
sale, issuance and delivery of the Securities and upon exercise, the Warrant Shares contemplated hereby and the performance of
the Company’s obligations under this Agreement and the Transaction Documents has been taken. This Agreement and the Transaction
Documents have been duly executed and delivered by the Company and each constitutes a legal, valid and binding obligation of the
Company, enforceable against the Company in accordance with its respective terms, subject to laws of general application relating
to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other
equitable remedies, and to limitations of public policy. The Securities are duly authorized and, when issued and paid for in accordance
with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable, free and clear of all
Encumbrances other than restrictions on transfer provided for in the Transaction Documents. The Warrant Shares, when issued and
paid for in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable, free
and clear of all Encumbrances imposed by the Company other than restrictions on transfer provided for in the Transaction Documents.
The Company has reserved a sufficient number of Warrant Shares for issuance upon the exercise of the Warrants, free and clear of
all Encumbrances, except for restrictions on transfer set forth in the Transaction Documents or imposed by applicable securities
laws. Except as set forth on Schedule 3.3 hereto, the issuance and sale of the Securities contemplated hereby will not give
rise to any preemptive rights or rights of first refusal on behalf of any person other than the Subscribers.


 


3.4         No
Conflict; Governmental Consents.


 


(a)          The
execution and delivery by the Company of this Agreement and the Transaction Documents, the issuance and sale of the Securities
(including, when issued, the Warrant Shares) and the consummation of the other transactions contemplated hereby or thereby do not
and will not (i) result in the violation of any law, statute, rule, regulation, order, writ, injunction, judgment or decree of
any court or governmental authority to or by which the Company is bound including without limitation all foreign, federal, state
and local laws applicable to its business and all such laws that affect the environment, except in each case as could not have
or reasonably be expected to result in a Material Adverse Effect, (ii) conflict with or violate any provision of the Company’s
Articles of Incorporation (the “Articles”), as amended or the Bylaws, (and collectively with the Articles, the “Charter
Documents”) of the Company, and (iii) conflict with, or result in a material breach or violation of, any of the terms or
provisions of, or constitute (with or without due notice or lapse of time or both) a default or give to others any rights of termination,
amendment, acceleration or cancellation (with or without due notice, lapse of time or both) under any agreement, credit facility,
lease, loan agreement, mortgage, security agreement, trust indenture or other agreement or instrument to which the Company or any
Subsidiary is a party or by which any of them is bound or to which any of their respective properties or assets is subject, nor
result in the creation or imposition of any Encumbrances upon any of the properties or assets of the Company or any Subsidiary.


 




    	 	-4-	 



     


    

  


(b)          No
approval by the holders of Common Stock, or other equity securities of the Company is required to be obtained by the Company in
connection with the authorization, execution, delivery and performance of this Agreement and the other Transaction Documents or
in connection with the authorization, issue and sale of the Securities and, upon issuance, the Warrant Shares, except as has been
previously obtained.


 


(c)          No
consent, approval, authorization or other order of any governmental authority or any other person is required to be obtained by
the Company in connection with the authorization, execution, delivery and performance of this Agreement and the other Transaction
Documents or in connection with the authorization, issue and sale of the Securities and, upon issuance, the Warrant Shares, except
for filings and approvals required to be made or obtained from NASDAQ Global Market (“NASDAQ”) and such post-sale filings
as may be required to be made with the SEC and with any state securities regulatory authority, all of which shall be made when
required.


 


3.5         Consents
of Third Parties. No vote, approval or consent of any holder of capital stock of the Company or any other third parties is
required or necessary to be obtained by the Company in connection with the authorization, execution, deliver and performance of
this Agreement and the other Transaction Documents or in connection with the authorization, issue and sale of the Securities and,
upon issuance, the Warrant Shares, except as previously obtained, each of which is in full force and effect.


 


3.6         Shell
Company Status; SEC Reports; Financial Statements. The Company has (a) since the filing of the Company’s Annual Report
on Form 10-K of the fiscal year ended December 31, 2014 (the “2014 10-K”) (i) disclosed all material information required
to be publicly disclosed by it on Form 8-K, (ii) filed all reports on Form 10-Q and (iii) filed all other reports (other than any
Form 8-K) required to be filed by it under the Securities Act and the Securities Exchange Act of 1934, as amended, including pursuant
to Section 13(a) or 15(d) thereof (the “Exchange Act”) and (b) since the filing of the 2014 10-K, the Company has filed
all reports required to be filed by it under the Securities Act and Exchange Act, (the foregoing materials being collectively referred
to herein as the “SEC Reports” and, together with the Schedules to this Agreement (if any), the “Disclosure Materials”)
on a timely basis or has timely filed a valid extension of such time of filing and has filed any such SEC Reports prior to the
expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements
of the Exchange Act and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports, when filed, contained
any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order
to make the statements therein, in the aggregate and in light of the circumstances under which they were made, not misleading (except
to the extent superseded by subsequently filed SEC Reports). The financial statements of the Company included in the SEC Reports
comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto
as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted
accounting principles (“GAAP”) applied on a consistent basis during the periods involved, except as may be otherwise
specified in such financial statements or the footnotes thereto, and fairly present in all material respects the financial position
of the Company and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for
the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.


 




    	 	-5-	 



     


    

  


3.7         Licenses.
Except as otherwise set forth in the SEC Reports, the Company and its Subsidiaries have sufficient licenses, permits and other
governmental authorizations currently required for the conduct of their respective businesses or ownership of properties and is
in all material respects in compliance therewith.


 


3.8         Litigation.
Except as set forth in the SEC Reports, the Company knows of no pending or threatened legal or governmental proceedings against
the Company or any Subsidiary which could materially adversely affect the business, property, financial condition or operations
of the Company and its Subsidiaries, taken as a whole, or which materially and adversely questions the validity of this Agreement
or the other Transaction Documents or the right of the Company to enter into this Agreement and the other Transaction Documents,
or to perform its obligations hereunder and thereunder. Neither the Company nor any Subsidiary is a party or subject to the provisions
of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality which could materially
adversely affect the business, property, financial condition or operations of the Company and its Subsidiaries taken as a whole.
Except as set forth in the SEC Reports or on Schedule 3.8, there is no action, suit, proceeding or investigation by the
Company or any Subsidiary currently pending in any court or before any arbitrator or that the Company or any Subsidiary intends
to initiate. Neither the Company nor any Subsidiary, nor to the Company’ s knowledge any director or officer thereof, is
or since the 2014 Form 10-K has been the subject of any action involving a claim of violation of or liability under federal or
state securities laws or a claim of breach of fiduciary duty. There has not been, and to the Company’s knowledge, there is
not pending or contemplated, any investigation by the SEC involving the Company or any current or former director or officer of
the Company.


 


3.9         Compliance.
Except as set forth in the SEC Reports or on Schedule 3.9, neither the Company nor any Subsidiary: (i) is in default under
or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result
in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it
is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument
to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived),
(ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is or has
been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all
foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality
and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material
Adverse Effect.


 


3.10       Regulatory
Permits. The Company and the Subsidiaries possess all certificates, authorizations, permits, and licenses issued by the appropriate
federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as currently conducted,
except where the failure to possess such permits or licenses could not reasonably be expected to result in a Material Adverse Effect
(“Material Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to
the revocation or modification of any Material Permit.


 




    	 	-6-	 



     


    

  


3.11       Reserved.


 


3.12       Investment
Company. The Company is not an “investment company” within the meaning of such term under the Investment Company
Act of 1940, as amended, and the rules and regulations of the SEC thereunder.


 


3.13       Brokers.
Except for the engagement of the Placement Agent and the fees payable to the Placement Agent, neither the Company nor any of the
Company’s officers, directors, employees or stockholders has employed or engaged any broker or finder in connection with
the transactions contemplated by this Agreement and no fee or other compensation is or will be due and owing to any broker, finder,
underwriter, placement agent or similar person in connection with the transactions contemplated by this Agreement. The Company
is not party to any agreement, arrangement or understanding whereby any person has an exclusive right to raise funds and/or place
or purchase any debt or equity securities for or on behalf of the Company other than the Engagement Agreement dated January 8,
2016 between the Company and the Placement Agent.


 


3.14       Intellectual
Property; Employees.


 


(a)          The
Company owns or possesses sufficient legal rights to all patents, trademarks, service marks, trade names, copyrights, trade secrets,
licenses, information and other proprietary rights and processes necessary for its business as now conducted and as presently proposed
to be conducted, without any known infringement of the rights of others as described in the SEC Reports and which the failure to
so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). Except as disclosed
on Schedule 3.14 or the SEC Reports, there are no material outstanding options, licenses or agreements of any kind relating
to the Intellectual Property Rights, nor is the Company bound by or a party to any material options, licenses or agreements of
any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information
and other proprietary rights and processes of any other person or entity other than such licenses or agreements arising from the
purchase of “off the shelf” or standard products. The Company has not received any written communications alleging
that the Company has violated or, by conducting its business as presently proposed to be conducted, would violate any Intellectual
Property Rights of any other person or entity. The Company and its Subsidiaries have taken reasonable security measures to protect
the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


(b)          Except
as disclosed in the SEC Reports, the Company is not aware that any of its executive officers is obligated under any contract (including
licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court
or administrative agency, that would interfere with his or her duties to the Company or that would conflict with the Company’s
business as presently conducted.


 




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(c)          The
Company is not aware that any of its executive officers intend to terminate his or her employment with the Company, nor does the
Company have a present intention to terminate the employment of any executive officer.


 


(d)          Neither
the execution nor delivery of this Agreement, nor the carrying on of the Company’s business by the employees of the Company,
nor the conduct of the Company’s business as presently conducted, will, to the Company’s knowledge, conflict with or
result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument
between any employee and the Company.


 


3.15      Title
to Real Property; Liens, Etc. Except as described in the SEC Reports, each of the Company and the Company’s subsidiary,
Gold Acquisition Corp., a Nevada corporation (“GAC”) has record title to the unpatented mining claims (“Mining
Claims”) and unpatented millsites (“Millsites”) it owns, and record title to its leasehold and subleasehold interests
in real property (the “Leasehold Estates”), in each case subject to no Encumbrances, other than (a) the production
royalties listed in Schedule 3.15, (b) Encumbrances those resulting from taxes which have not yet become delinquent; and
(c) Encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations
of the Company; and (d) those that have otherwise arisen in the ordinary course of business, none of which are material; and, with
respect to the Mining Claims and Millsites, subject to the paramount title of the United States of America and the statutory rights
of third parties to use the surface of the Mining Claims and Millsites and to explore for and develop federal leasable minerals.
Except as set forth in Schedule 3.15, each of the Company and GAC are in compliance with all material terms of each lease
or sublease of real property to which it is a party or is otherwise bound. Nothing in this Section 3.15, however, shall
be deemed to be a representation or a warranty that any of the Mining Claims contains a discovery of valuable minerals.


 


3.16       Obligations
to Related Parties. Except as described in the SEC Reports including employment agreements filed on Form 8-K or in Schedule
3.16, there are no obligations of the Company to officers, directors, stockholders, or employees of the Company other than
(a) for payment of salary or other compensation for services rendered including equity compensation, (b) reimbursement for reasonable
expenses incurred on behalf of the Company and (c) for other standard employee benefits made generally available to all employees
(including stock option agreements outstanding under any stock option plan approved by the Board of Directors of the Company).
Except as disclosed in the SEC Reports or in Schedule 3.16, none of the officers or directors of the Company and, to the
Company’s knowledge, none of the employees of the Company is presently a party to any transaction with the Company or any
Subsidiary (other than as holders of equity and/or warrants, and for services as employees, officers and directors), including
any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or
personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the Company’s
knowledge, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director,
trustee or partner.


 




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3.17        Material
Changes. Except as set forth in Schedule 3.17, since the date of the latest audited financial statements included within
the SEC Reports, except as specifically disclosed in the subsequent SEC Reports, (i) there has been no event, occurrence or development
that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any
liabilities (contingent or otherwise) other than (A) trade payables, accrued expenses and other liabilities incurred in the ordinary
course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial
statements pursuant to generally accepted accounting principles or required to be disclosed in filings made with the SEC, (iii)
the Company has not altered its method of accounting or the identity of its auditors, (iv) the Company has not declared or made
any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase
or redeem any shares of its capital stock, and (v) the Company has not issued any equity securities to any officer, director or
affiliate, except pursuant to existing Company equity incentive plans. The Company does not have pending before the SEC any request
for confidential treatment of information.


 


3.18        Sarbanes-Oxley.
The Company is in compliance with all effective requirements of the Sarbanes-Oxley Act of 2002, as amended, and the rules and regulations
thereunder, that are applicable to it, except where such noncompliance could not have or reasonably be expected to result in a
Material Adverse Effect.


 


3.98        No
General Solicitation. None of the Company, its Subsidiaries, any of their affiliates, and any person acting on their behalf,
has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities
Act) in connection with the offer or sale of the Securities.


 


3.20        No
Integrated Offering. Assuming the accuracy of the Subscriber representations and warranties set forth in Article I hereunder,
none of the Company, its Subsidiaries, any of their affiliates, and any person acting on their behalf has, directly or indirectly,
made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration
of any of the Securities under the Securities Act or that is likely to cause this offering of the Securities to be integrated with
prior offerings by the Company for purposes of the Securities Act or any applicable stockholder approval provisions, including
without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities
of the Company are listed or designated. Except as disclosed in the SEC Reports, none of the Company, its Subsidiaries, their affiliates
and any person acting on their behalf, have taken any action or steps referred to in the preceding sentence that would require
registration of any of the Securities under the Securities Act or cause the offering of the Securities to be integrated with other
offerings.


 


3.21        Application
of Takeover Protections. The Company has taken all necessary action, if any, in order to render inapplicable any control share
acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover
provision under the Company’s Charter Documents or the laws of its state of incorporation that is or could become applicable
to the Subscriber as a result of the Subscriber and the Company fulfilling their obligations or exercising their rights under this
Agreement, including, without limitation, the Company’s issuance of the Securities and the Subscribers’ ownership of
the Securities.


 




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3.22        Taxes.
Each of the Company and its Subsidiaries has filed all U.S. federal, state, local and foreign tax returns which are required to
be filed by each of them and all such returns are true and correct in all material respects, except for such failures to file which
could not reasonably be expected to have a Material Adverse Effect. The Company and each Subsidiary has paid all taxes pursuant
to such returns or pursuant to any assessments received by any of them or by which any of them are obligated to withhold from amounts
owing to any employee, creditor or third party except where not reasonably expected to have a Material Adverse Effect. The Company
and each Subsidiary has properly accrued all taxes required to be accrued and/or paid, except where the failure to accrue would
not have a Material Adverse Effect. To the knowledge of the Company, the tax returns of the Company and its Subsidiaries are not
currently being audited by any state, local or federal authorities. Neither the Company nor any Subsidiary has waived any statute
of limitations with respect to taxes or agreed to any extension of time with respect to any tax assessment or deficiency. The Company
has set aside on its books adequate provision for the payment of any unpaid taxes except where not reasonably expected to have
a Material Adverse Effect.


 


3.23        Registration
Rights. Except as set forth on Schedule 3.23, no person has any right to cause the Company to effect the registration
under the Securities Act of any securities of the Company.


 


3.24        Listing
and Maintenance Requirements. The Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the
Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration
of the Common Stock under the Exchange Act nor has the Company received any notification that the SEC is contemplating terminating
such registration. The Company has not, in the 12 months preceding the date hereof (or such shorter period during which the Company
was subject to such requirements), received notice from NASDAQ to the effect that the Company is not in compliance with the rules
or regulations of NASDAQ. To the Company’s knowledge it is, and has no reason to believe that it will not in the foreseeable
future continue to be, in compliance with all such rules and regulations of NASDAQ.


 


3.25        Disclosure.
Except with respect to the material terms and conditions of the Offering contemplated by the Memorandum, the Company confirms that
neither it nor, to the Company’s knowledge, any other person acting on its behalf has provided the Subscriber or its agents
or counsel with any information that it believes constitutes or might constitute material, non-public information. The Company
understands and confirms that the Subscriber will rely on the foregoing representation in purchasing the Units. All disclosure
in the Transaction Documents is true and correct when considered in the aggregate and does not contain any untrue statement of
a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances
under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the
date of this Agreement taken as a whole together with the SEC Reports do not contain any untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary in order to make the statements, in light of the circumstances
under which they were made and when made, not misleading.


 




    	 	-10-	 



     


    

  


3.26        Private
Placement. Assuming the accuracy of the Subscribers’ representations and warranties set forth in Section 1, no registration
under the Securities Act is required for the offer and sale of the Securities by the Company to the Subscriber as contemplated
hereby.


 


3.27        DTC
Status. To the Company’s knowledge, the Company’s transfer agent (the “Transfer Agent”) is a limited
participant of the Depository Trust Company and a full FAST transfer agent in the Depository Trust Company Automated Securities
Transfer Program. The Company’s Common Stock is currently eligible for transfer pursuant to the Depository Trust Company
Automated Securities Transfer Program.


 


3.28        OFAC.
Neither the Company nor, to the Company’s knowledge, any director, officer, agent, employee, affiliate or person acting on
its behalf, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury
Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the sale of the Units, or
lend, contribute or otherwise make available such proceeds to any joint venture partner or other person or entity, towards any
sales or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or for the purpose of financing
the activities of any person currently subject to any U.S. sanctions.


 


3.29        Bad
Actor Disqualification


 


(a)          No
Disqualification Events. With respect to Securities to be offered and sold hereunder in reliance on Rule 506 under the Securities
Act (“Regulation D Securities”), to the knowledge of the Company, none of the Company, any of its predecessors, any
affiliated issuer, any director, executive officer, other officer of the Company participating in the offering, any beneficial
owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor
any promoter (as that term is defined in Rule 405 under the Securities Act) connected with the Company in any capacity at the time
of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of
the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification
Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care
to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent
applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Placement Agent and the Subscriber a copy
of any disclosures provided thereunder.


 


(b)          Other
Covered Persons. The Company is not aware of any person that (i) has been or will be paid (directly or indirectly) remuneration
for solicitation of purchasers in connection with the sale of the Securities and (ii) who is subject to a Disqualification Event.  


 


(c)          Notice
of Disqualification Events. The Company will notify the Placement Agent in writing of (i) any Disqualification Event relating
to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating
to any Issuer Covered Person, prior to any Closing of this Offering.


 




    	 	-11-	 



     


    

  


IV.         TERMS
OF SUBSCRIPTION


 


4.1          The
Securities will be offered for sale until the earlier of (i) the date upon which subscriptions for the Maximum Offering offered
hereunder have been accepted, (ii) March 31, 2016 (subject to the right of the Company and the Placement Agent to extend the offering
for 45 days without further notice to investors), (iii) the date upon which the Company and the Placement Agent elect to terminate
the Offering or (iv) the date upon which the Company elects to terminate the Offering (the “Termination Date”).
The Offering is being conducted on a “reasonable efforts, all or none” basis with respect to the Minimum Offering
and thereafter on a “reasonable efforts” basis for up to the Maximum Offering.


 


4.2          The
Company may hold an initial closing (“Initial Closing”) at any time after the receipt of accepted subscriptions for
the Minimum Offering. After the Initial Closing, subsequent closings with respect to additional Securities may take place at any
time prior to the Termination Date as determined by the Company, with respect to subscriptions accepted prior to the Termination
Date (each such closing, together with the Initial Closing, being referred to as a “Closing”). The last Closing of
the Offering, occurring on or prior to the Termination Date, shall be referred to as the “Final Closing”. Any subscription
documents or funds received after the Final Closing will be returned, without interest or deduction. In the event that an Initial
Closing does not occur prior to the Termination Date, all amounts paid by the Subscriber shall be returned to the Subscriber, without
interest or deduction. The Subscriber may revoke its subscription and obtain a return of the subscription amount paid to the Escrow
Account at any time before the date of the Initial Closing by providing written notice to the Placement Agent, the Company and
the Escrow Agent as provided in Section 6.1 below. Upon receipt of a revocation notice from the Subscriber prior to the date of
the Initial Closing, all amounts paid by the Subscriber shall be returned to the Subscriber, without interest or deduction. The
Subscriber may not revoke this subscription or obtain a return of the subscription amount paid to the Escrow Agent on or after
the date of the Initial Closing. Any subscription received after the Initial Closing but prior to the Termination Date shall be
irrevocable.


 


4.3          The
minimum purchase that may be made by any Subscriber shall be $32,500. Subscriptions for investment below the minimum purchase may
be accepted at the discretion of the Placement Agent and the Company. The Company and the Placement Agent reserve the right to
reject any subscription made hereby, in whole or in part, in their sole discretion. The Company’s agreement with each Subscriber
is a separate agreement and the sale of the Securities to each Subscriber is a separate sale.


 


4.4          All
funds shall be deposited in the account identified in Section 1.1 hereof.


 


4.5          Certificates
representing the Securities purchased by the Subscriber pursuant to this Agreement will be prepared for delivery to the Subscriber
as soon as practicable following the Closing (but in no event later than five (5) days after a Closing) at which such purchase
takes place. The Subscriber hereby authorizes and directs the Company to deliver the certificates representing the Securities purchased
by the Subscriber pursuant to this Agreement directly to the Subscriber’s residential or business or brokerage house address
indicated on the signature page hereto.


 




    	 	-12-	 



     


    

  


4.6          The
Company’s agreement with each Subscriber is a separate agreement and the sale of Securities to each Subscriber is a separate
sale.


 


		V.	CONDITIONS TO OBLIGATIONS OF THE SUBSCRIBER



 


5.1         The
Subscriber’s obligation to purchase the Securities at the Closing at which such purchase is to be consummated is subject
to the fulfillment on or prior to such Closing of the following conditions, which conditions may be waived at the option of each
Subscriber to the extent permitted by law:


 


(a)          Representations
and Warranties; Covenants. The representations and warranties made by the Company in Section 3 hereof qualified as to materiality
shall be true and correct as of the Initial Closing and on each Closing Date, except (i) to the extent any such representation
or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall be true and correct as
of such earlier date, and, (ii) the representations and warranties made by the Company in Section 3 hereof not qualified as to
materiality shall be true and correct in all material respects at all times prior to and on the Closing Date, except to the extent
any such representation or warranty expressly speaks as of an earlier date, in which case such representation or warranty shall
be true and correct in all material respects as of such earlier date; provided however, that notwithstanding the
foregoing, the Company shall only be required to update the Disclosure Schedules by the delivery to the Subscribers by the Company
of an amended Disclosure Schedule with respect to any information that is of a material nature as of such proposed Closing Date.
All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date of
such Closing shall have been performed or complied with in all material respects.


 


(b)          No
Legal Order Pending. There shall not then be in effect any legal or other order enjoining or restraining the transactions contemplated
by this Agreement.


 


(c)          No
Law Prohibiting or Restricting Such Sale. There shall not be in effect any law, rule or regulation prohibiting or restricting
such sale or requiring any consent or approval of any person, which shall not have been obtained, to issue the Securities (except
as otherwise provided in this Agreement).


 


(d)          Required
Consents. The Company shall have obtained any and all consents, permits, approvals, registrations and waivers necessary or
appropriate for consummation of the purchase and sale of the Securities and the consummation of the other transactions contemplated
by the Transaction Documents, all of which shall be in full force and effect.


 


(e)          Adverse
Changes. Since the date of execution of this Agreement, no event or series of events shall have occurred that reasonably could
have or result in a Material Adverse Effect.


 


(f)          No
Suspensions of Trading in Common Stock; Listing. Trading in the Common Stock shall not have been suspended by the SEC or by
NASDAQ (except for any suspensions of trading of not more than one trading day solely to permit dissemination of material information
regarding the Company) at any time since the date of execution of this Agreement, and the Common Stock shall have been at all times
since such date listed for trading on NASDAQ.


 




    	 	-13-	 



     


    

  


(g)          Blue
Sky. The Company shall have completed qualification for the Securities, including the Warrant Shares, under applicable Blue
Sky laws.


 


(h)          Legal
Opinion. The Company’s corporate counsel shall have delivered a legal opinion addressed to the Subscribers in a form
reasonably acceptable to the Placement Agent.


 


(i)          Proceedings
and Litigation. No action, suit or proceeding shall have been commenced by any Person against any party hereto seeking to restrain
or delay the purchase and sale of the Units or the other transactions contemplated by this Agreement or any of the other Offering
Documents.


 


(j)          Disclosure
Schedules. The Company shall have delivered a copy of its Disclosure Schedules (or delivered a copy of its amended Disclosure
Schedules pursuant to Section 5.1(a)).


 


(k)          Transfer
Agent Instruction Letter. The Company shall have delivered instructions to the Transfer Agent authorizing the issuance of the
shares of Common Stock included in the Units purchased by such Purchaser at such Closing.


 


(l)          Officer
Certificate. A certificate signed by the Company’s chief executive officer certifying that all representations and warranties
made by the Company as of the Closing Date are true, complete and correct as of the Closing Date (unless any such representation
or warranty is made only as of a specific date, in which event such representation and warranty is true and correct as of such
specified date), as qualified by the Disclosure Schedules and that all covenants in this Agreement and the other Transaction Documents
required to be performed by the Company prior to the Closing Date have been so performed.


 


(m)          Secretary’s
Certificate. A certificate of the Secretary of the Company (i)attaching and certifying as to the Company’s Articles of
Incorporation, as amended (the “Certificate”), (ii) attaching and certifying as to the Bylaws of the Company in effect
at the Closing, (iii) attaching and certifying as to copies of resolutions by the Board of Directors of the Company authorizing
and approving this Agreement and the other Transaction Documents and the transactions contemplated hereby (collectively, the “Minutes”);
and (iv) certifying as to the incumbency of the officers of the Company executing this Agreement and the other Transaction Documents.


 




    	 	-14-	 



     


    

  


VI.         COVENANTS
OF THE COMPANY


 


6.1         Transfer
Restrictions.


 


(a)          The
Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of Securities
other than pursuant to an effective registration statement or Rule 144 promulgated under the Securities Act, to the Company or
to an affiliate of a Subscriber or in connection with, the Company may require the transferor thereof to provide to the Company
an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form and substance of which opinion
shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred
Securities under the Securities Act. As a condition of transfer, any such transferee shall agree in writing to be bound by the
terms of this Agreement, and shall have the rights of a Subscriber under this Agreement.


 


(b)          The
Subscriber agrees to the imprinting of a legend on the Securities substantially in the following form until the Securities have
been transferred pursuant to a registration statement under the Securities Act that has been declared effective or an exemption
thereunder:


 


THESE SECURITIES HAVE BEEN ISSUED
PURSUANT TO A FEBRUARY 2016 PRIVATE PLACEMENT. [NEITHER] THIS SECURITY [NOR THE SECURITIES INTO WHICH THIS SECURITY IS [EXERCISABLE]]
HAS [NOT] BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH
APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF
WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY [AND THE SECURITIES ISSUABLE UPON [EXERCISE] OF THIS SECURITY]
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.


 


(c)          Certificates
evidencing the Common Stock shall not contain any legend (including the legend set forth in Section 6.1(b) hereof): (i) following
any sale of such Common Stock pursuant to an effective registration statement covering the resale of such security under the Securities
Act, or (ii) following any sale of such Common Stock pursuant to Rule 144, or (iii) if such legend is not required under applicable
requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC). The
Company shall cause its counsel, at the Company’s expense, to issue a legal opinion to the Company’s transfer agent
promptly (but in no event later then the requisite share delivery date set forth in the Warrants) if required by the Company’s
transfer agent to effect the removal of the legend if one of the preceding events has occurred and as permitted by law.


 




    	 	-15-	 



     


    




 


6.2         Listing
of Securities. The Company agrees, (i) if the Company applies to have the Common Stock traded on any other trading market,
it will include in such application the shares of Common Stock and Warrant Shares, and will take such other action as is necessary
or desirable to cause the shares of Common Stock and Warrant Shares to be listed on such other trading market as promptly as possible,
and (ii) it will take all action reasonably necessary to continue the listing and trading of its Common Stock on a trading market
and will comply in all material respects with the Company’s reporting, filing and other obligations under the bylaws or rules
of the trading market.


 


6.3         Reservation
of Warrant Shares. The Company shall at all times while the Warrants are outstanding maintain a reserve from its duly authorized
shares of Common Stock of a number of shares of Common Stock sufficient to allow for the issuance of the Warrant Shares.


 


6.4         Replacement
of Securities. If any certificate or instrument evidencing any of the Securities is mutilated, lost, stolen or destroyed, the
Company shall issue or cause to be issued in exchange and substitution for and upon cancellation thereof, or in lieu of and substitution
therefor, a new certificate or instrument, but only upon receipt of evidence reasonably satisfactory to the Company of such loss,
theft or destruction and customary and reasonable indemnity, if requested. The applicants for a new certificate or instrument under
such circumstances shall also pay any reasonable third-party costs associated with the issuance of such replacement securities.
If a replacement certificate or instrument evidencing any securities is requested due to a mutilation thereof, the Company may
require delivery of such mutilated certificate or instrument as a condition precedent to any issuance of a replacement.


 


6.5         Furnishing
of Information. Until the time that no Subscriber owns Securities, the Company covenants to maintain the registration of the
Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file
within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange
Act. As long as Subscriber owns Securities, if the Company is not required to file reports pursuant to the Exchange Act, it will
prepare and furnish to Subscriber and make publicly available in accordance with Rule 144(c) such information as is required for
the Subscribers to sell the Securities under Rule 144. The Company further covenants that it will take such further action as any
holder of Securities may reasonably request, to the extent required from time to time to enable such person to sell such Securities
without registration under the Securities Act within the requirements of the exemption provided by Rule 144.


 


6.6         Securities
Laws; Publicity. The Company shall, by 8:30 a.m. (New York City time) on the fourth trading day immediately following a Closing
hereunder, issue a Current Report on Form 8-K disclosing the material terms of the transactions contemplated hereby and including
the Transaction Documents as exhibits thereto to the extent required by law. The Company shall not publicly disclose the name of
Subscriber, or include the name of any Subscriber in any filing with the SEC or any regulatory agency or trading market, without
the prior written consent of Subscriber, except: (a) as required by federal securities law in connection with the filing of final
Transaction Documents (including signature pages thereto) with the SEC and (b) to the extent such disclosure is required by law,
in which case the Company shall provide the Subscriber with prior notice of such disclosure permitted under this clause (b).


 




    	 	-16-	 



     


    

  


6.7         Form
D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation
D promulgated under the Securities Act and to provide a copy thereof, promptly upon request of the Subscriber. The Company shall
take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the
Securities for, sale to the Subscriber at the Closing under applicable securities or “Blue Sky” laws of the states
of the United States, and shall provide evidence of such actions promptly upon request of any Subscriber.


 


6.8         Equal
Treatment of Subscribers. No consideration (including any modification of any Transaction Document) shall be offered or paid
to any person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same
consideration is also offered to all of the parties to the Transaction Documents.


 


6.9         Indemnification.


 


(a)         The Company
agrees to indemnify and hold harmless the Subscriber, its affiliates and their respective officers, directors, employees, agents
and controlling persons (collectively, the “Indemnified Parties”) from and against , any and all loss, liability, damage
or deficiency suffered or incurred by any Indemnified Party by reason of any misrepresentation or breach of warranty by the Company
made in this Agreement or, after any applicable notice and/or cure periods, nonfulfillment of any covenant or agreement to be performed
or complied with by the Company under this Agreement or other Transaction Documents; and will promptly reimburse the Indemnified
Parties for all expenses (including reasonable fees and expenses of legal counsel) as incurred in connection with the investigation
of, preparation for or defense of any pending or threatened claim related to or arising in any manner out of any of the foregoing,
or any action or proceeding arising therefrom (collectively, “Proceedings”), whether or not such Indemnified Party
is a formal party to any such Proceeding (unless such action is based upon a breach of such Subscriber’s representations,
warranties or covenants under the Transaction Documents or any agreements or understandings such Subscriber may have with any such
stockholder or any violations by such  Subscriber of state or federal securities laws or any conduct by such Subscriber which
constitutes fraud, gross negligence, willful misconduct or malfeasance. If any action shall be brought against any Subscriber in
respect of which indemnity may be sought pursuant to this Agreement, such Subscriber shall promptly notify the Company in writing,
and the Company shall have the right to assume the defense thereof with counsel of its own choosing reasonably acceptable to the
Subscriber. Any Subscriber shall have the right to employ separate counsel in any such action and participate in the defense thereof,
but the fees and expenses of such counsel shall be at the expense of such Subscriber except to the extent that (i) the employment
thereof has been specifically authorized by the Company in writing, (ii) the Company has failed after a reasonable period of time
to assume such defense and to employ counsel or (iii) in such action there is, in the reasonable opinion of counsel, a material
conflict on any material issue between the position of the Company and the position of such Subscriber, in which case the Company
shall be responsible for the reasonable fees and expenses of no more than one such separate counsel. The Company will not be liable
to any Subscriber under this Agreement (y) for any settlement by a Subscriber effected without the Company’s prior written
consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim,
damage or liability is attributable to any Subscriber’s breach of its representations, warranties or covenants under the
Transaction Documents or any agreements or understandings such Subscriber may have with any such stockholder or any violations
by such Subscriber of state or federal securities laws or any conduct by such Subscriber which constitutes fraud, gross negligence,
willful misconduct or malfeasance. The indemnification required by this Section 8.2 shall be made by periodic payments of the amount
thereof during the course of the investigation or defense, as and when bills are received or are incurred. The indemnity agreements
contained herein shall be in addition to any cause of action or similar right of any Subscriber against the Company or others and
any liabilities the Company may be subject to pursuant to law.


 




    	 	-17-	 



     


    

  


(b)          If
for any reason (other than a final non-appealable judgment finding any Indemnified Party liable for losses, claims, damages, liabilities
or expenses for its gross negligence or willful misconduct) the foregoing indemnity is unavailable to an Indemnified Party or insufficient
to hold an Indemnified Party harmless, then the Company shall contribute to the amount paid or payable by an Indemnified Party
as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect not only the relative
benefits received by the Company on the one hand and the Advisor on the other, but also the relative fault by the Company and the
Indemnified Party, as well as any relevant equitable considerations.


 


6.10        Non-Public
Information. Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents,
the Company covenants and agrees that neither it, nor any other person acting on its behalf, will provide Subscriber or its agents
or counsel with any information that the Company believes constitutes material non-public information. The Company understands
and confirms that Subscriber shall be relying on the foregoing covenant in effecting transactions in securities of the Company.


 


6.11        Use
of Proceeds. Except as set forth on Schedule 6.11 attached hereto, the Company shall use the net proceeds from the sale
of the Securities hereunder for working capital purposes and shall not use such proceeds for: (a) the satisfaction of any portion
of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior
practices), (b) the redemption of any Common Stock or Common Stock equivalents or (c) the payment for expenses connected with any
investigations or potential litigation or litigation and/or any settlement of any litigation. 


 


6.12        DTC In
the event that while any of the Securities are outstanding, (i) the Company does not use a transfer agent that is a member participant
of the Depository Trust Company Automated Securities Transfer Program and/or (ii) the Company’s Common Stock is not at all
times eligible for transfer pursuant to the Depositor Trust Company Automated Transfer Program ((i) and (ii) are referred to as
a “DTC Event”) then then, in addition to any other rights the Subscribers may have hereunder or under applicable law,
on each monthly anniversary of each such date (if the applicable DTC Event shall not have been cured by such date) until the applicable
DTC Event is cured, the Company shall pay to each Subscriber an amount in cash, as partial liquidated damages and not as a penalty,
equal to 1.0% of the aggregate purchase price paid to such Subscriber pursuant to the Subscription Agreement and Purchase Agreement.
The parties agree that the maximum aggregate liquidated damages payable to a Subscriber under this Agreement shall be 10% of the
aggregate Purchase Price paid by such Subscriber pursuant to this Purchase Agreement.  If the Company fails to pay any
partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest
thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Subscriber,
accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid
in full.


 




    	 	-18-	 



     


    




 


VII.        MISCELLANEOUS


 


7.1        Any
and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall
be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via
facsimile with receipt confirmed at or prior to 5:30 p.m. (New York City time) on a day in which the New York Stock Exchange is
open for trading (a “Trading Day”), (b) the next Trading Day after the date of transmission, if such notice or communication
is delivered via facsimile with receipt confirmed on a day that is not a Trading Day or later than 5:30 p.m. (New York City time)
on any Trading Day, (c) the second (2nd) Trading Day following the date sent by U.S. nationally recognized overnight
courier service or (d) upon delivery to or actual receipt by the party to whom such notice is required to be given. The address
for such notices and communications shall be addressed as follows:


 


If to the Company, to it at:



Pershing Gold Corporation

1658 Cole Boulevard

Building 6, Suite 200

Lakewood, Colorado 80401

Attn: Stephen Alfers, President & CEO


 


With a copy to (which shall not constitute notice):


 


Davis Graham & Stubbs LLP

1550 Seventeenth Street, Suite 500

Denver, Colorado 80202

Attn: Deborah Friedman, Esq.


 


If to the Subscriber, to the Subscriber’s address
indicated on the signature page of this Agreement.


 


With a copy to (which shall not constitute notice):


 


Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, NY 10006

Attn: Richard A. Friedman, Esq.


 




    	 	-19-	 



     


    

 


If to the Escrow Agent, to it at:



Signature Bank

261 Madison Ave.

New York, NY 10016

Attn: Cliff Broder, Group Director and Senior Vice President

Fax: 646-822-1359


 


7.2         Except
as otherwise provided herein, this Agreement shall not be changed, modified or amended except by a writing signed by the parties
hereto. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be
a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement
hereof, nor shall any delay or omission of any party to exercise any right hereunder in any manner impair the exercise of any such
right.


 


7.3         This
Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs, legal representatives,
successors and assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written
consent of Subscriber (other than by merger). Subscriber may assign any or all of its rights under this Agreement to any person
to whom Subscriber assigns or transfers any Securities in accordance with applicable law, provided that such transferee agrees
in writing to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents.


 


7.4         The
Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect
to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters,
which the parties acknowledge have been merged into such documents, exhibits and schedules.


 


7.5         Upon
the execution and delivery of this Agreement by the Subscriber and the Company, this Agreement shall become a binding obligation
of the Subscriber with respect to the purchase of Securities as herein provided, subject, however, to the right hereby reserved
by the Company to enter into the same agreements with other subscribers and to reject any subscription, in whole or in part, provided
the Company returns to Subscriber any funds paid by Subscriber with respect to such rejected subscription or portion thereof, without
interest or deduction.


 


7.6         All
questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed
by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of
conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense
of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto
or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state
and federal courts sitting in the City of New York. Each party hereby irrevocably submits to the exclusive jurisdiction of the
state and federal courts sitting in the City of New York, borough of Manhattan for the adjudication of any dispute hereunder or
in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement
of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper
or is an inconvenient venue for such proceeding.


 




    	 	-20-	 



     


    

 


7.7         The
holding of any provision of this Agreement to be invalid or unenforceable by a court of competent jurisdiction shall not affect
any other provision of this Agreement, which shall remain in full force and effect. If any provision of this Agreement shall be
declared by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced in whole or in part, such provision
shall be interpreted so as to remain enforceable to the maximum extent permissible consistent with applicable law and the remaining
conditions and provisions or portions thereof shall nevertheless remain in full force and effect and enforceable to the extent
they are valid, legal and enforceable, and no provisions shall be deemed dependent upon any other covenant or provision unless
so expressed herein.


 


7.8         It
is agreed that a waiver by either party of a breach of any provision of this Agreement shall not operate, or be construed, as a
waiver of any subsequent breach by that same party.


 


7.9         The
Company and Subscriber agree to execute and deliver all such further documents, agreements and instruments and take such other
and further action as may be necessary or appropriate and as permitted by law to carry out the purposes and intent of this Agreement.


 


7.10       This
Agreement may be executed in two or more counterparts each of which shall be deemed an original, but all of which shall together
constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery
of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or
on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature
page were an original thereof.


 


7.11       Nothing
in this Agreement shall create or be deemed to create any rights in any person or entity not a party to this Agreement.


 


7.12       In
addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Subscriber
and the Company will be entitled to specific performance under this Agreement. The parties agree that monetary damages may not
be adequate compensation for any loss incurred by reason of any breach of obligations described in the foregoing sentence and hereby
agrees to waive in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.


 


7.13       The
Company further understands and acknowledges that (i) Subscriber may engage in hedging activities at various times during the period
that the Securities are outstanding, including, without limitation, during the periods that the value of the Warrant Shares deliverable
with respect to Securities are being determined, and (ii) such hedging activities (if any) could reduce the value of the existing
stockholders’ equity interests in the Company at and after the time that the hedging activities are being conducted. 
The Company acknowledges that such aforementioned hedging activities do not constitute a breach of any of the Transaction Documents.


 




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7.14       In
order to discourage frivolous claims the parties agree that unless a claimant in any proceeding arising out of this Agreement succeeds
in establishing his claim and recovering a judgment against another party (regardless of whether such claimant succeeds against
one of the other parties to the action), then the other party shall be entitled to recover from such claimant all of its/their
reasonable legal costs and expenses relating to such proceeding and/or incurred in preparation therefor.


 


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    	 	-22-	 



     


    

 


IN WITNESS WHEREOF, the parties hereto
have executed this Unit Purchase Agreement as of the date set forth in the first paragraph hereof.


 


	COMPANY:	 
	 	 
	PERSHING GOLD CORPORATION	 
	 	 
	By:	 	 
	Name:   	 
	Title:    	 
	 	 
	Address:   	 
	 	 
	1658 Cole Boulevard	 
	Building 6, Suite 200	 
	Lakewood, Colorado 80401	 
	Attn:  Stephen Alfers, President & CEO	 


 


SUBSCRIBERS:


 


The Subscribers set forth on Exhibit
A to the Agreement have executed a Subscription Agreement with the Company which provides, among other things, that by executing
the Subscription Agreement each Subscriber is deemed to have executed this UNIT PURCHASE AGREEMENT in all respects and is bound
to purchase the Units set forth in such Subscription Agreement and Exhibit A to the Agreement.