Exhibit 10.9


 


EMPLOYMENT
AGREEMENT


 


THIS EMPLOYMENT AGREEMENT (this “Agreement”),
effective as of the date set forth on the last page of this Agreement (the “Effective Date”), is made by
and between Hycroft Mining Corporation, a Delaware corporation (the “Company”) and Stephen M. Jones (the “Executive”).


 


WHEREAS, the Company currently employs
the Executive as its Executive Vice President and Chief Financial Officer, and the Company desires to continue to employ the Executive
in such capacity; and


 


WHEREAS, the Company and the Executive
have reached agreement concerning the terms and conditions of his continuing employment and wish to formalize that agreement; and


 


WHEREAS, this Agreement is intended
to replace and supersede in all respects that certain employment agreement dated October 19, 2015 between the Company and
the Executive and any amendments thereto; and


 


WHEREAS, the Company is contemplating
entering into a transaction with Mudrick Capital Acquisition Corporation, a publicly-traded special purpose acquisition corporation
formed by affiliates of Mudrick Capital (“MUDS”), pursuant to which the Company would sell substantially all of the
assets of its subsidiaries and certain of its assets and/or all of its common stock (a “Sale Transaction”), and, as
a condition thereto, upon consummation of the Sale Transaction this Agreement shall be assigned to and assumed by MUDS.


 


NOW, THEREFORE, in consideration
of the mutual covenants and agreements set forth in this Agreement, the Company and the Executive agree as follows:


 


1.            Employment.
The Company hereby employs the Executive as Executive Vice President and Chief Financial Officer and the Executive hereby accepts
such employment upon the terms and conditions set forth in this Agreement. The Executive will report to the President and Chief
Executive Officer. The Executive’s principal office will be at the principal executive offices of the Company in Denver,
Colorado; provided, however, it is also understood and expected that the Executive may spend time at the Company’s
primary operating mine in Winnemucca, Nevada (the “Hycroft Mine”).


 






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2.            Duties.     During
the Term, the Executive shall serve as the Chief Financial Officer of the Company. In this capacity, the Executive shall have the
duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities
in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to the Executive
by the President and Chief Executive Officer and by the board of directors of the Company (the “Board”) that
are not inconsistent with the Executive’s position as Chief Financial Officer of the Company. In addition:


 


(a)            The
Executive will devote his full time and best efforts, talents, knowledge and experience to serving as the Company’s Executive
Vice President and Chief Financial Officer. The Executive will perform his duties diligently and competently and will act in conformity
with Company’s written and oral policies and within the limits, budgets and business plans set by the Company. The Executive
will at all times during the Term of this Agreement strictly adhere to and obey all of the rules and regulations in effect
from time to time relating to the conduct of executives of the Company. The Executive will not engage in consulting work or any
trade or business for his own account or for or on behalf of any other person, firm or company that, as determined by the Board
in its sole discretion, competes, conflicts or interferes with the performance of his duties hereunder in any material way.


 


(b)            The
Executive agrees to serve without additional compensation as an officer and director of any of the Company’s subsidiaries
and agrees that any amounts, if any, received from such subsidiary may be offset against the amounts due hereunder.


 


3.            Term.
Unless sooner terminated by either party in accordance with the provisions of this Agreement, the term of employment (the “Term”)
will commence on the Effective Date and will continue thereafter until the third anniversary of the Effective Date. Unless otherwise
provided in this Agreement or mutually agreed by the Company and the Executive, all of the terms and conditions of this Agreement
will continue in full force and effect throughout the Term and, with respect to those terms and conditions that apply after the
Term, after the Term. Any representation, statement or implication to the contrary is unauthorized and not valid. After the Term
hereof, the Executive shall be deemed to be an “at-will” employee during the continuation of his employment by the
Company. For purposes of this Agreement, expiration of this Agreement will not be considered a termination other than for Cause
(as hereinafter defined) or voluntary termination for Good Reason (as hereinafter defined), provided that the Executive’s
employment is not otherwise terminated prior to such expiration date.


 


4.            Compensation
and Benefits.


 


(a)            Base
Salary. The Company shall pay a base annual salary of US $425,000 (“Base Salary”) to the Executive payable
in accordance with the normal payroll practices of the Company and which shall be subject to applicable withholdings, deductions
and taxes. The Board, or the Compensation Committee thereof, will review the Executive’s performance and Base Salary annually
in February of each year and determine whether to adjust the Executive’s Base Salary on a prospective basis. The first
review will be in February 2020. Such adjusted annual salary then will become the Executive’s “Base Salary”
for all purposes of this Agreement. The Executive’s annual Base Salary will not be reduced below the Base Salary then in
effect, without the Executive’s consent.


 


(b)            Incentive
Compensation. The Executive will be eligible to participate in any annual performance bonus plans and long-term incentive plans
established or maintained by the Company for its senior executive officers, including, but not limited to, the Annual Incentive
Cash Bonus Plan (“Cash Bonus Plan”) or such similar or successor plans as the Company may establish. The Executive’s
target incentive cash bonus under the Cash Bonus Plan shall initially be set at 50% of the Executive’s Base Salary with initial
performance metrics to be based upon successful financing of the Hycroft Mine development costs, Hycroft Mine operational start
up, and other metrics to be determined by the Board. After commencement of mining operations, the Company anticipates establishing
performance metrics under the Cash Bonus Plan, including: (i) gold and gold equivalent production/sales, (ii) total cash
costs of production per gold or gold equivalent ounce, (iii) health and safety, and/or (iv) such other metrics as are
determined from time to time by the Board or Compensation Committee thereof. Any bonus earned by the Executive will be paid in
accordance with the Company’s standard practice, which shall not be later than March 15 of the year following the end
of the calendar year in which the Executive earns and vests in the right to receive the bonus or compensation, unless a written
plan document provides a different payment date.


 






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(c)            Equity
Compensation. The Executive will be eligible to participate in any equity-based compensation plans established or maintained
by the Company for its senior executive officers in connection with the anticipated initial public offering of the common stock,
par value $0.001 of the Company (“Common Stock”) and for ongoing annual equity awards. In connection with the Company’s
initial public offering of the Common Stock (“IPO”) or otherwise, the Company shall adopt and implement a Long-Term
Equity Incentive Plan (“Equity Plan”). The Executive shall be entitled to equity awards initially targeted at
250% of the Executive’s Base Salary, with 50% of such awards initially in the form of performance-based equity awards with
vesting tied to satisfaction of performance-based metrics (the “Performance-Based Equity Awards”) to be determined
by the Board or Compensation Committee thereof at the end of the performance period, and with the remaining 50% of such awards
initially in the form of time-based equity awards with vesting based upon continued employment by the Company (the “Time-Based
Equity Awards”), with 50% of the Time-Based Equity Awards vesting after one (1) year of continued employment and
50% of the Time-Based Equity Awards vesting after two (2) years of continued employment. The Performance-Based Equity Awards
and the Time-Based Equity Awards will initially be in the form of restricted stock units convertible upon vesting into shares of
Common Stock of the Company (or any successor thereto) subject to the terms and conditions set forth in written equity award agreements,
with the number of units to be awarded to be determined by an enterprise value of $350 million, reflecting the anticipated value
of the Sale Transaction. The foregoing initial equity award agreements shall include the following additional, non-exclusive vesting
terms: (i) in the event of an equity investment (x) at a pre-money enterprise value in excess of $500 million and (y) in
which the holders of the Company’s outstanding 1.5 lien secured notes (“1.5 Lien Notes”) and the holders
of the Company’s outstanding second lien secured convertible notes (“Second Lien Notes”) have the right
to receive cash in the aggregate amount of at least 33% of outstanding principal balance (including, without limitation, accrued
but unpaid pay-in-kind interest) of such 1.5 Lien Notes and Second Lien Notes, or (ii) a transaction, other than an acquisition
by MUDS or its affiliates, in which the holders of the Company’s outstanding 1.5 Lien Notes and Second Lien Notes receive
cash or liquid securities in exchange or satisfaction and payment of the outstanding principal balance (including, without limitation,
accrued but unpaid pay-in-kind interest and any premiums due and payable) of such 1.5 Lien Notes and Second Lien Notes (collectively,
a “Liquidity Event”), then upon closing of such Liquidity Event vesting of such equity awards shall accelerate
and such equity awards shall be fully vested; and (iii) in the event of a Change in Control transaction of the Company (as
hereinafter defined), other than the Sale Transaction with MUDS which for purposes of this Agreement shall not constitute a Change
in Control, then if the Executive is terminated within 90 days prior to the consummation of such Change in Control transaction
or within 12 months following the consummation of such Change in Control transaction, then vesting of such equity awards shall
accelerate and such equity awards shall be fully vested.


 






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(d)            Retention
Bonus Plan. During the Executive’s employment by the Company or its subsidiaries, the Executive shall continue to participate
in the Hycroft Mining Corporation Retention Bonus Plan (“Retention Bonus Plan”). While the Executive participates
in the Retention Bonus Plan and subject to the terms of such plan, the Executive shall be eligible to receive the Retention Bonuses
outlined on Schedule A thereto, which includes the MIP Bonus that constitutes part of the Third Retention Bonus, as such
terms are defined in the Retention Bonus Plan. For avoidance of doubt, an acquisition by MUDS pursuant to the Sale Transaction
will trigger the payment to the Executive of the Third Retention Bonus, including the MIP Bonus. Notwithstanding the foregoing,
the Company shall have the right to amend or terminate the Retention Bonus Plan at any time by resolution of the Board or Compensation
Committee thereof; provided, however, that no amendment that would have an adverse effect on the Executive’s right
to, or the amount of, a Retention Bonus shall be effective any earlier than the second anniversary of any such resolution, and
provided, further, that the termination of the Retention Bonus Plan shall not be effective any earlier than the second anniversary
of the adoption of any such resolution (except as required by Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”)).


 


(e)            Benefits.
During his employment, the Executive shall be entitled to participate in or benefit from, in accordance with the eligibility and
other provisions thereof, benefit plans and policies such as medical, dental, disability, insurance, retirement savings plans or
other fringe benefit plans or policies as the Company may make available to, or have in effect for, its senior executive officers.
The Company reserves the right to modify, suspend or discontinue any and all of the plans, practices, policies and programs at
any time without recourse by the Executive, so long as the Company takes such action generally with respect to other similarly
situated senior executive officers.


 


(f)            Vacation
and Sick Leave. The Executive will be entitled to vacation and sick leave in accordance with the Company’s vacation and
sick leave policy for senior executive officers, but in no event less than four weeks per calendar year. Unused vacation will not
be carried over to the next calendar year.


 


(g)            Reimbursement
of Business Expenses. The Company agrees to reimburse the Executive for reasonable out-of-pocket expenses incurred in connection
with Company business, including without limitation, travel and accommodations for authorized business trips, and within standards
to be established by the Board, provided receipts, invoices or other supporting documentation satisfactory to the Company supporting
the expenses are presented to the Company.


 






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5.            Payments
on Termination of Employment.


 


(a)            Termination
of Employment for any Reason. Upon termination of the Executive’s employment for any reason, including without limitation,
the expiration of this Agreement, the Company will pay or provide the following to the Executive upon his termination of employment
from the Company for any reason:


 


(i)            Earned
but unpaid Base Salary through the date of termination;


 


(ii)            Any
annual incentive bonus, or other form of incentive compensation, for which the performance measurement period has ended and the
Executive has become eligible and earned in accordance with Section 4(b) above, but which is unpaid at the time
of termination;


 


(iii)            Any
amounts payable to the Executive under any of the Company’s executive benefit plans (other than any severance or termination
pay plan) in accordance with the terms of those plans;


 


(iv)            Unreimbursed
business expenses incurred by the Executive on the Company’s behalf; and


 


(v)            Continued
coverage under the Company’s group health plan for the Executive during the COBRA continuation period; provided that
the Executive timely elects COBRA continuation coverage and pays the applicable COBRA rate for such continued coverage.


 


(b)            Termination
of Employment for Death or Disability. If the Executive’s termination of employment occurs by reason of death or Disability
(as defined below), in addition to the amounts payable and benefits provided under Section 5(a) above, the Company
will pay the Executive (or his estate) a pro rata portion of any bonus payable under the Company’s Cash Bonus Plan and/or
Retention Bonus Plan, as the case may be, for the year in which such termination occurs determined based on the actual bonus attained
for the fiscal year in which such termination occurs.


 


For purposes of this Agreement, “Disability”
means the Executive’s long-term disability as defined by and determined under the Company’s long-term disability plan,
or if the Executive is not covered by a long-term disability plan sponsored by the Company the Executive’s inability (as
determined by the Board or Compensation Committee thereof in its discretion) to engage in any substantial gainful activity by reason
of any medically-determined physical or mental impairment that can be expected to result in death or to be of long-continued and
indefinite duration.


 


(c)            Termination
by the Company other Than for Cause or Voluntary Termination by the Executive for Good Reason. If the Company terminates the
Executive’s employment other than for Cause, or if the Executive voluntarily terminates his employment for Good Reason, in
addition to the amounts payable under Section 5(a) above and in lieu of the benefit provided in Section 5(a)(v) above,
and subject to the provisions under this Section 5(c), Section 9(a) and Section 9(f),
the Company will pay the following amounts and provide the following benefits to the Executive:


 


(i)            An
amount in cash equal to 1.5 multiplied by the Executive’s Base Salary. This amount will be paid in equal installments during
the 18 month period after termination in accordance with the Company’s normal payroll practices, provided, however,
that any installments that would otherwise be payable within the first 60 days following the date of the Executive’s termination
will be paid to the Executive on the 60th day following such termination.


 






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(ii)            Continued
coverage under the Company’s medical, dental, life, and disability plans through the 18-month anniversary of the date that
Executive’s employment was terminated, at the same cost to the Executive as in effect on the date of the Executive’s
termination. Any continuation of group health plan benefits is conditioned upon the Executive timely electing COBRA continuation
coverage and timely paying his share of the premium. If the Company determines that the Executive cannot participate in any benefit
plan because he is not actively performing services for the Company, the Company may provide such benefits under an alternate arrangement,
such as through the purchase of an individual insurance policy that provides similar benefits or a lump sum cash payment equal
to the cost that the Company would have paid under the plan(s) for which coverage would have otherwise been available. Any
cash amounts payable under an alternative arrangement will be paid to the Executive on the 60th day after the date of
the Executive’s termination; provided, however, that any alternative arrangement provided through an insurance policy
(e.g., health care and disability insurance) will be paid when the related premiums are due to the insurer.


 


(iii)            Professional
outplacement services from a nationally recognized outplacement firm selected by the Executive provided to the Executive until
the earlier of (A) $15,000 in the aggregate having been paid by the Company to such outplacement firm on behalf of the Executive,
or (B) 12 months after the Executive’s termination date.


 


Notwithstanding anything to the contrary in this Agreement,
any obligation of the Company to provide any payment, coverage or benefit described in this Section 5(c) is conditioned
upon (A) the Executive’s execution and delivery to the Company of a valid General Release Agreement (a “Release”)
in the form prepared by the Company within 25 days of the date of the Executive’s termination and (B) the Executive’s
refraining from revoking the Release as permitted therein. The Executive’s failure to execute the Release within the later
of 45 days of the date of the Executive’s termination or 25 days after receipt by the Executive of the Release, or his revocation
of the Release, will result in forfeiture of any payment, coverage or benefit described in this Section 5(c).


 


(d)            Good
Reason. For purposes of this Agreement, “Good Reason” means the occurrence of any of the following without
the Executive’s consent: (i) a material reduction or a material adverse alteration in the nature of the Executive’s
position, responsibilities or authorities or the assigning of duties to the Executive that are materially inconsistent with those
of the position of an Executive Vice President and Chief Financial Officer of a company of comparable size in a comparable industry;
(ii) the Executive’s becoming the holder of a lesser office or title than that previously held; (iii) any material
breach of this Agreement by the Company that causes an adverse change to the terms and conditions of the Executive’s employment;
(iv) the Company requires the Executive to relocate his principal business office to a location not within 75 miles of the
Company’s principal executive office located in Denver, Colorado; (v) any reduction in the Executive’s salary,
other than a reduction in salary generally applicable to executive employees; or (vi) failure of the Company to pay the Executive
any amount otherwise vested and due under this Agreement or under any plan or policy of the Company following written notice by
the Executive to the Company identifying the failure and the basis for such payment and the Company’s failure to cure within
10 days following receipt of such written notice.  In no event will a resignation be deemed to occur for “Good Reason”
unless the Executive provides notice to the Company, and such resignation occurs, within 90 days after the event or condition giving
rise thereto.  Upon receiving notice from the Executive, the Company shall have a period of 30 days during which it may remedy
the event or condition.


 






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(e)            Cause.
For purposes of this Agreement, “Cause” shall mean that one or more of the following has occurred: (i) the
Executive is convicted of a felony or pleads guilty or nolo contendere to a felony (whether or not with respect to the Company
or any of its affiliates); (ii) a failure of the Executive to substantially perform his responsibilities and duties to the
Company which, to the extent curable, is not remedied within 10 days after the Executive’s receipt of written notice given
by the President and Chief Executive Officer or any member of the Board identifying the failure in reasonable detail and granting
the Executive an opportunity to cure such failure within such 10 day period; (iii) the failure of the Executive to carry out
or comply with any lawful and reasonable directive of the Board (or any committee of the Board), which, to the extent curable,
is not remedied within 10 days after the Executive’s receipt of written notice given by or on behalf of the Company identifying
the failure in reasonable detail and granting the Executive an opportunity to cure such failure within such 10 day period; (iv) the
Executive engages in illegal conduct, any breach of fiduciary duty (if any), any act of material dishonesty or other misconduct,
in each case in this clause (iv), against the Company or any of its affiliates; (v) a material violation or willful breach
by the Executive of any of the policies or procedures of the Company, including, without any limitation, any employee manual, handbook
or code of conduct of the Company which, to the extent curable, is not remedied within 10 days after the Executive’s receipt
of written notice given by or on behalf of the Company identifying the violation or breach in reasonable detail and granting the
Executive an opportunity to cure such violation or breach within such 10 day period; (vi) the Executive fails to meet any
material obligation the Executive may have under any agreement entered into with the Company which, to the extent curable, is not
remedied within 10 days after the Executive’s receipt of written notice given by any member of the Company identifying the
failure in reasonable detail and granting the Executive an opportunity to cure such failure within such 10 day period; (vii) the
Executive’s failure to maintain any applicable license, permit or card required by the federal or state authorities or a
political subdivision or agency thereof (or the suspension, revocation or denial of such license, permit or card); or (viii) the
Executive’s breach of any non-compete, non-solicit, confidentiality or other restrictive covenant to which the Executive
may be subject, pursuant to an employment agreement or otherwise.


 


(f)            Concurrent
Resignation and Removal from Any Boards and Positions. If the Executive’s employment is terminated for any reason under
this Agreement, such termination will constitute his resignation and removal from: (i) if a member, the Board and/or board
of directors of any subsidiary of the Company, or any other board to which he has been appointed or nominated by or on behalf of
the Company; (ii) any position with the Company or any of its subsidiaries, including, but not limited to, as an officer of
the Company or any of its subsidiaries; and (iii) any fiduciary positions with respect to the Company’s benefit plans.


 


(g)            Assignment
and Assumption. In the event that this Agreement is assigned to and assumed by MUDS in connection with the Sale Transaction, the
Parties expressly agree that such assignment and assumption shall not constitute a termination of employment for purposes of this
Agreement.


 






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6.            Change
in Control.


 


(a)            Payments
and Benefits upon Termination after a Change in Control. If within 90 days prior to, or one year after, a Change in Control
(as defined below), the Company (or its successor) terminates the Executive’s employment for reasons other than for Cause,
the Executive incurs a Disability or if the Executive voluntarily terminates his employment for Good Reason, and subject to the
provisions of this Section 6(a), Section 9(a) and Section 9(f), the Company will provide
the following payments and benefits to the Executive, in lieu of those payments and benefits provided under Section 5(a)(v) and
Section 5(b) or (c), as applicable, but in addition to the amounts payable under Sections 5(a)(i) through
5(a)(iv) above:


 


(i)            An
amount equal to 2.0 multiplied by the Executive’s Base Salary. This cash payment will be paid to the Executive on the 60th
day following the date of the Executive’s termination; provided, however, that if the Change in Control does
not constitute a “change in control event” pursuant to Treas. Reg. §1.409A-3(i)(5)(i), then to the extent that
the cash payment does not qualify as a short-term deferral under Code Section 409A and Treas. Reg. §1.409A-1(b)(4), or
for the exclusion for separation pay due to an involuntary separation from service to the extent permitted under Code Section 409A
and Treas. Reg. §1.409A-1(b)(9)(iii) then the payment shall be made in accordance with the schedule set forth in Section 5(c) (as
may be modified in accordance with Section 9(a)).


 


(ii)            An
amount in cash equal to 2.0 multiplied by the sum of the Executive’s Annual Bonus. For this purpose, “Annual Bonus”
means the greater of: (A) the actual bonus paid for the fiscal year immediately preceding such termination; (B) the actual
bonus attained for the fiscal year in which such termination occurs; or (C) the target bonus for the fiscal year in which
such termination occurs prior to the first anniversary of this Agreement. This cash payment will be paid to the Executive in a
lump sum on the 60th day following the date of the Executive’s termination; provided, however, that
if the Change in Control does not constitute a “change in control event” pursuant to Treas. Reg. §1.409A-3(i)(5)(i),
then to the extent that the cash payment does not qualify as a short-term deferral under Code Section 409A and Treas. Reg.
 §1.409A-1(b)(4), or for the exclusion for separation pay due to an involuntary separation from service to the extent permitted
under Code Section 409A and Treas. Reg. §1.409A-1(b)(9)(iii) then the payment shall be made in accordance with the
schedule set forth in Section 5(c) (as may be modified in accordance with Section 9(a)).


 


(iii)            Continued
coverage under the Company’s medical, dental, life, and disability plans through the 24-month anniversary of the date that
Executive’s employment was terminated, at the same cost to the Executive as in effect on the date of the Change in Control
(or, if lower, as in effect at any time thereafter). Any continuation of group health plan benefits is conditioned upon the Executive
timely electing COBRA continuation coverage and timely paying his share of the premium. If the Company determines that the Executive
cannot participate in any benefit plan because he is not actively performing services for the Company, the Company may provide
such benefits under an alternate arrangement, such as through the purchase of an individual insurance policy that provides similar
benefits or a lump sum cash payment equal to the cost that the Company would have paid under the plan(s) for which coverage
would have otherwise been available. Any cash amounts payable under an alternative arrangement will be paid to the Executive on
the 60th day after the date of the Executive’s termination; provided, however, that any alternative arrangement
provided through an insurance policy (e.g., health care and disability insurance) will be paid when the related premiums
are due to the insurer.


 






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(iv)            Professional
outplacement services from a nationally recognized outplacement firm selected by the Executive provided to the Executive until
the earlier of (A) $15,000 in the aggregate having been paid by the Company to such outplacement firm on behalf of the Executive,
or (B) 12 months after the Executive’s termination date.


 


Notwithstanding anything to the contrary in this Agreement,
any obligation of the Company to provide any payment, coverage or benefit described in this Section 6(a) is conditioned
upon (A) the Executive’s execution and delivery to the Company of the Release described in Section 5(c) within
45 days of the date of the Executive’s termination and (B) the Executive’s refraining from revoking the Release
as permitted therein. The Executive’s failure to execute the Release within 45 days of the date of the Executive’s
termination or 25 days after receipt by the Executive of the Release, or his revocation of the Release, will result in forfeiture
of any payment, coverage or benefit described in this Section 6(a).


 


(b)            Definition
of Change in Control. For purposes of the Agreement, a “Change in Control” of the Company will be deemed
to occur as of the first day that one or more of the following conditions is satisfied:


 


(i)            The
 “beneficial ownership” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”)) of securities representing more than 50% of the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election of directors (the “Company Voting Securities”)
is accumulated, held or acquired by a “Person” (as defined in Section 3(a)(9) of the Exchange Act,
as modified and used in Sections 13(d) and 14(d) thereof) (other than the Company, any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, holders of capital stock of the Company as of the date hereof or a subsidiary
thereof, any corporation owned, directly or indirectly, by the Company’s stockholders in substantially the same proportions
as their ownership of stock of the Company); provided, however, that any acquisition from the Company or any acquisition
pursuant to a transaction that complies with clauses (A), (B) and (C) of this Section (6)(b)(iii) will
not be a Change in Control under this Section 6(b)(i); provided further, that immediately prior to such accumulation,
holding or acquisition, such Person was not a direct or indirect beneficial owner of 15% or more of the Company Voting Securities
as of the date of this Agreement; or


 






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(ii)            Individuals
who, as of the date of the Agreement, constitute the Board (the “Incumbent Board”) cease for any reason to constitute
at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of
the directors then comprising the Incumbent Board will be considered as though such individual were a member of the Incumbent Board;
or


 


(iii)            Consummation
by the Company of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the assets
of the Company or the acquisition of assets or stock of another entity (a “Business Combination”), in each case,
unless immediately following such Business Combination: (A) more than 50% of the combined voting power of then
outstanding voting securities entitled to vote generally in the election of directors of (x) the corporation resulting from
such Business Combination (the “Surviving Corporation”), or (y) if applicable, a corporation that as a
result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through
one or more subsidiaries (the “Parent Corporation”), is represented, directly or indirectly by Company Voting
Securities outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such
Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof
is in substantially the same proportions as their ownership, immediately prior to such Business Combination, of the Company Voting
Securities; (B) no Person (excluding any employee benefit plan (or related trust) of the Company or such corporation resulting
from such Business Combination) beneficially owns, directly or indirectly, 40% or more of the combined voting power of the then
outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the
Surviving Corporation) except to the extent that (x) such ownership of the Company existed prior to the Business Combination
or (y) that immediately prior to such Business Combination, such Person was a direct or indirect beneficial owner of 15% or
more of the Company Voting Securities as of the date of this Agreement, and (C) at least a majority of the members of the
board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) were members of
the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business
Combination.


 


Notwithstanding anything to the contrary in the foregoing, in
no event will a Change in Control be deemed to have occurred with respect to the Executive (i) in connection with the initial
public offering of the Parent Corporation’s Voting Securities; or (ii) if the Executive is part of a purchasing group
that consummates the Change in Control transaction. The Executive will be deemed “part of a purchasing group”
for purposes of the preceding sentence if the Executive is an equity participant in the purchasing company or group (except (i) passive
ownership of less than two percent of the stock of the purchasing company; or (ii) ownership of equity participation in the
purchasing company or group that is otherwise not significant, as determined prior to the Change in Control by a majority of the
nonemployee continuing Directors; provided that, for purposes of the foregoing, participation as a management investor in
such purchasing company will not be deemed to be within the exceptions provided for in these items (i) and (ii)); and/or (iii) in
connection with the Sale Transaction with MUDS.


 






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7.            Executive
Nondisclosure, Noncompetition, Nonsolicitation and Inventions Agreement. As a condition of the Executive’s continued
employment by the Company and the payment of compensation and receipt of benefits referred to above, the Executive acknowledges
that the Executive has executed an Executive Nondisclosure, Noncompetition, Nonsolicitation and Inventions Agreement in the form
attached hereto as Exhibit A (the “ENNNI Agreement”), and that the ENNNI Agreement remains in effect
on the date hereof (as amended as set forth below in this Section 7). The Executive acknowledges that the Company would
not continue his employment or provide compensation and/or benefits set forth above if he was not willing to continue to be bound
by the terms of the ENNNI Agreement (as amended as set forth below in this Section 7). The Executive acknowledges that:


 


(a)            he
is, and will continue to be bound by the terms of such ENNNI Agreement (as amended as set forth below in this Section 7);


 


(b)            the
ENNNI Agreement shall continue in full force and effect after the date hereof, except as provided below:


 


(i)            “Confidential
Information” under such agreement shall mean “all information disclosed to me or known to me, either directly or
indirectly in writing, orally or by drawings or observation of parts or equipment, as a consequence of or through my employment
with the Company, that is not generally known to the public or in the relevant trade or industry, about the Company's business,
products, processes, services, investors and suppliers”; and


 


(ii)            The
sections of the ENNNI Agreement entitled “No Solicitation of Executives”, “No Solicitation or Acceptance of Business
from Customers or Business Partners”, and “Non-Competition”, and the applicable provisions thereunder, shall
each be amended to apply to the term of employment and 18 months following the Executive’s termination of employment with
the Company, so long as the Executive is entitled to receive severance payments pursuant to Section 5(b) or 5(c) or
Sections 6(a) hereof; provided, however, that notwithstanding the foregoing, if the Executive voluntarily terminates
employment without Good Reason prior to the expiration of the Term, then the Executive shall not be entitled to receive severance
payments but sections of the ENNNI Agreement entitled “No Solicitation of Executives”, “No Solicitation or Acceptance
of Business from Customers or Business Partners”, and “Non-Competition”, and the applicable provisions thereunder,
shall continue to apply following such voluntary termination of employment without Good Reason;


 






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(c)            except
as otherwise provided in Section 7(b) above, executing this Agreement does not change or alter his obligations
under the ENNNI Agreement;


 


(d)            the
ENNNI Agreement is supported by adequate and sufficient consideration, including but not limited to the Executive’s continued
employment with the Company; and


 


(e)            the
terms of the ENNNI Agreement are incorporated herein by reference.


 


8.            Indemnification
and Insurance. The Company will indemnify the Executive in accordance with the Company’s Certificate of Incorporation
and Bylaws to the fullest extent permitted by law in the event he is made or threatened to be made a party to any action, suit,
or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he is or was a director, officer,
or employee of the Company and its subsidiaries, or serves any other enterprise as a director, officer, or employee at the request
of the Company.  While employed by the Company or any of its subsidiaries, the Company will maintain the Executive as an insured
party on all directors’ and officers’ insurance maintained by the Company for the benefit of its directors and officers
on at least the same basis as all other covered individuals (and subject to the same exclusions from coverage) with respect to
time periods where the Executive served as an employee of the Company and its subsidiaries.


 


9.            Compliance
with Code Section 409A and Treasury Regulations.


 


(a)            Payments
under Sections 5(c) and 6(a) of this Agreement are intended to qualify as short-term deferrals or otherwise be
exempt from Code Section 409A. However, if the Company reasonably determines that a payment under Section 5(c) or
6(a) above does not qualify as a short-term deferral under Code Section 409A and Treas. Reg. §1.409A-1(b)(4),
or for the exclusion for separation pay due to an involuntary separation from service to the extent permitted under Code Section 409A
and Treas. Reg. §1.409A-1(b)(9)(iii) and the Executive is a Specified Employee (as defined below) as of the date of termination,
such payment to the Executive may not be made before the date that is six months after the date of his separation from service
or, if earlier, the date of the Executive’s death. Payments to which the Executive would otherwise be entitled during the
first six months following the date of separation will be accumulated and paid on the first day of the seventh month following
the date of termination. For purposes of this Agreement, “Specified Employee” has the meaning given in Code
Section 409A and Treas. Reg. §1.409A-1(c)(i). The Company’s “specified employee identification date”
(as described in Treas. Reg. §1.409A-1(c)(i)(3)) will be December 31 of each year, and the Company’s “specified
employee effective date” (as described in Treas. Reg. §1.409A-1(c)(i)(4)) will be February 1 of each succeeding
year.


 


(b)            This
Agreement is intended to comply with, or be exempt from, the requirements of Code Section 409A and the Treasury Regulations
and other administrative guidance issued thereunder and all provisions of this Agreement shall be construed in a manner consistent
with the requirements for avoiding taxes or penalties under Code Section 409A.


 


(c)            Each
payment or installment under this Agreement shall constitute a separate payment for purposes of Code Section 409A.


 






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(d)            To
the extent that any amount payable upon termination of employment constitutes “nonqualified deferred compensation”
subject to the requirements of Code Section 409A, any reference to such termination shall mean a “separation from service”
(as defined in Treas. Reg. §1.409A-1 (h)).


 


(e)            With
regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by
Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange
for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable
year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided
that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Code
Section 105(b) solely because such arrangement provides for a limit on the amount of expenses that may be reimbursed
over some or all of the period the arrangement is in effect and (iii) such payments shall be made on or before the last day
of your taxable year following the taxable year in which the expenses was incurred.


 


(f)            In
the event that the Company’s independent registered public accounting firm or the Internal Revenue Service determines that
any payment, coverage or benefit due or owing to the Executive pursuant to this Agreement is subject to the additional tax imposed
by Code Section 409A or any successor provision thereof or any interest or penalties, including interest imposed under Code
Section 409(A)(1)(B)(i)(I), incurred by the Executive as a result of the application of such provision, the Company agrees
to cooperate with the Executive to execute any amendment to the provisions hereof reasonably necessary but only (i) to the
minimum extent necessary to avoid application of such tax, and (ii) to the extent that the Company would not, as a result,
suffer any adverse consequences (including, without limitation, accelerating the payment or provision of any benefit described
herein).


 


(g)            Notwithstanding
anything in this Section 9 or any other provision of this Agreement, if any payment under this Agreement gives rise,
directly or indirectly, to liability for an additional income tax or penalty under Code Section 409A (and/or any penalties
and/or interest with respect to such additional income tax or penalty), the Executive shall bear the cost of any and all such taxes,
penalties and interest.


 


10.            [Reserved].


 


11.            Miscellaneous.


 


(a)            Assignment;
Successors. This Agreement will be binding upon and inure to the benefit of the heirs and representatives of the Executive
and the assigns and successors of the Company, but neither this Agreement nor any rights hereunder will be assignable or otherwise
subject to hypothecation by the Executive (except by will or by operation of the laws of intestate succession) or by the Company,
except that the Company may assign this Agreement to any successor (whether by merger, purchase or otherwise) to all or substantially
all of the stock, assets or businesses of the Company and, for the avoidance of doubt, the parties expressly agree that this Agreement
shall be assigned to, and assumed by, MUDS in connection with, and as a condition to, the consummation of the Sale Transaction
and such assignment and assumption shall not constitute a termination of employment for purposes of this Agreement.


 






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(b)            Governing
Law and Forum for Disputes. The laws of the State of Colorado will govern the validity, interpretation, construction and performance
of this Agreement, without regard to the conflict of laws principles thereof. Any action or proceeding against the parties relating
in any way to this Agreement or the Executive’s employment (a “Dispute”) must be brought and enforced
in the courts of the State of Colorado, and the parties irrevocably (i) submit to the jurisdiction of such courts in respect
of any such action or proceeding and (ii) waive any right to a trial by jury of any Dispute.


 


(c)            Withholding.
The Company may withhold from any payment that it is required to make under this Agreement amounts sufficient to satisfy applicable
withholding requirements under any federal, state or local law.


 


(d)            Modification
or Amendment. No provisions of this Agreement may be modified, waived, or discharged except by a written document signed by
a Company officer or director duly authorized by the Board and the Executive.


 


(e)            Notices.
Notices given pursuant to this Agreement will be in writing and will be deemed received when personally delivered, or on the date
of written confirmation of receipt by (i) overnight carrier, (ii) facsimile with confirmation of delivery, (iii) registered
or certified mail, return receipt requested, addressee only, postage prepaid, or (iv) such other method of delivery, including
electronic transmission, that provides a written confirmation of delivery. Notice to the Company will be directed to:


 


Hycroft Mining Corporation


c/o Randy Buffington

President and Chief Executive Officer

8181 E. Tufts, Suite 510

Denver, CO 80237


 


with a copy to:


 


Neal, Gerber & Eisenberg, LLP

2 N. LaSalle Street, Suite 1700

Chicago, IL 60602

Attention: David S. Stone, Esq.

email: dstone@nge.com


 


The Company may change the person and/or address to whom the
Executive must give notice under this Section by giving the Executive written notice of such change, in accordance with the
procedures described above. Notices to or with respect to the Executive will be directed to the Executive, or to the Executive’s
executors, personal representatives or distributees, if the Executive is deceased, or the assignees of the Executive, at the Executive’s
home address on the records of the Company, or such other address provided to the Company in accordance with the procedures described
above.


 






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(f)            Severability.
If any provisions of this Agreement will be found invalid or unenforceable by a court of competent jurisdiction, in whole or in
part, then it is the parties’ mutual desire that such court modify such provision(s) to the extent and in the manner
necessary to render the same valid and enforceable, and this Agreement will be construed and enforced to the maximum extent permitted
by law, as if such provision(s) had been originally incorporated herein as so modified or restricted, or as if such provision(s) had
not been originally incorporated herein, as the case may be.


 


(g)            No
Waiver. No failure or delay by the Company or the Executive in enforcing or exercising any right or remedy hereunder will operate
as a waiver thereof. No modification, amendment or waiver of this Agreement or consent to any departure by the Executive from any
of the terms or conditions thereof, will be effective unless in writing and signed by the President and Chief Executive Officer.
Any such waiver or consent will be effective only in the specific instance and for the purpose for which given.


 


(h)            Successors.
This Agreement shall be binding upon, and shall inure to the benefit of, the Executive and his estate, but the Executive may not
assign or pledge this Agreement or any rights arising under it. Without the Executive’s consent, the Company may assign this
Agreement to any affiliate or to a successor to substantially all the business and assets of the Company.


 


(i)            Effect
on Other Obligations. Payments and benefits herein provided to be paid to the Executive by the Company will be made without
regard to and in addition to any other payments or benefits required to be paid the Executive at any time hereafter under the terms
of any other agreement between the Executive and the Company (it being understood and agreed that the Executive will not be entitled
to severance or termination benefits in addition to those provided herein under any severance or termination plan of the Company
or its subsidiaries). No payments or benefits provided the Executive hereunder will be reduced by any amount the Executive may
earn or receive from employment with another employer or from any other source without violation of this Agreement. In no event
will the Executive be obliged to seek other employment or take any other action by way of mitigation of the amounts payable to
the Executive under any of the provisions of this Agreement.


 


(j)            Survival.
The provisions of this Agreement, including but not limited to Sections 9 and 11 hereof and the ENNNI Agreement, to the
extent consistent with or necessary to carry out the purposes thereof, shall survive termination of this Agreement or termination
of the Executive’s employment with the Company or any successor or assign regardless of the reason for such termination.


 


(k)            Entire
Agreement. The Executive acknowledges receipt of this Agreement and agrees that with respect to the subject matter hereof it,
along with the ENNNI Agreement and the Retention Bonus Plan, contains the entire understanding and agreement with the Company,
superseding any previous oral or written communication, representation, understanding or agreement with the Company or any representative
thereof. No term or condition should be construed strictly against any party on the basis that it was drafted by such party.


 






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(l)            Headings.
The headings in this Agreement are for convenience of reference only and will not limit or otherwise affect the meaning thereof.


 


(m)          Counterparts. 
This Agreement may be executed in any number of counterparts, including by facsimile or PDF, each of which shall be deemed an original,
and all of which shall constitute one and the same instrument.


 


IN WITNESS WHEREOF, each of the parties
hereto has executed this Agreement as of the date set forth below.


 


	EXECUTIVE 	 	HYCROFT MINING CORPORATION  
	 	 	 
	/s/ Stephen
M. Jones	 	/s/ Randy Buffington
	Stephen M. Jones	 	By:	Randy Buffington
	 	 	Its:	President & CEO
	Date:	March 15, 2019	 	Date:	March 15, 2019





 






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