Exhibit
10.15


 


EXECUTION VERSION


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (the “Agreement”) is entered into by and between Gold Royalty Corp., a company incorporated under
the laws of Canada (the “Company”) and John Griffith, currently residing in the City of Toronto in the Province of
Ontario (the “Executive”).


 


WHEREAS
the Company and the Executive entered into a Letter Employment Agreement on September 8, 2020 (the “Old Agreement”);


 


AND
WHEREAS the parties wish to enter into a formal executive employment agreement on the terms and conditions set forth herein;


 


AND
WHEREAS it is the intention of the parties that this Agreement reflects the terms and conditions of the Executive’s continued employment
and replaces, in its entirety, the Old Agreement;


 


NOW,
THEREFORE, for the consideration set forth herein, the parties agree as follows:


 


1.
Employment.


 


		1.1	The
                                            Executive’s employment began on September 8, 2020 pursuant to the Old Agreement, and
                                            will continue under the terms and conditions of this Agreement effective on the date of execution
                                            of this Agreement and continue for an indefinite term subject to termination in accordance
                                            with Section 3. This Agreement replaces the Old Agreement in its entirety.



 


		1.2	The
                                            Executive shall be employed by the Company as its Chief Development Officer.



 


		1.3	The
                                            Executive shall report to the Chief Executive Officer of the Company and will keep the Company
                                            informed of all material matters concerning the Executive’s duties.



 


		1.4	The
                                            Executive’s duties shall include those executive, managerial and administrative tasks
                                            consistent with Executive’s title and position with the Company and those that are
                                            commensurate therewith which the Chief Executive Officer and/or the Board of Directors may
                                            delegate to the Executive from time to time. The Executive’s duties and responsibilities
                                            shall include, but are not limited to the following:



 


		(a)	assisting
                                            the Chief Executive Officer and Chief Financial Officer in establishing and implementing
                                            operational and financial strategies and policies of the Company as approved by board of
                                            directors of the Company (the “Board of Directors”);



 


		(b)	assisting
                                            the Chief Executive Officer, Chief Financial Officer and the Board of Directors in the preparation
                                            of business plans as required from time to time for review and approval by the Board of Directors;



 






    	 



     


    

 


		(c)	identifying
                                            potential mergers and acquisition targets and assisting the Chief Executive Officer, Chief
                                            Financial Officer and Board of Directors in reviewing and assessing such opportunities;



 


		(d)	meeting
                                            regularly and as required with the Chief Executive Officer, Chief Financial Officer and/or
                                            Board of Directors to review material issues and participate in planning; and



 


		(e)	performing
                                            such other duties consistent with the Executive’s position which the Chief Executive
                                            Officer and/or Board of Directors shall, from time to time, reasonably direct.



 


		1.5	The
                                            Chief Executive Officer and/or the Board of Directors may vary the conditions, duties and
                                            services provided by the Executive from time to time according to the operational and other
                                            needs of the Company and its subsidiaries, provided that the Executive’s duties will
                                            reasonably reflect the duties and responsibilities conferred by this Agreement. The Executive
                                            agrees to serve, at no additional remuneration, in such other executive capacities and to
                                            assume such responsibilities and perform such duties consonant with the Executive’s
                                            position as the Chief Executive Officer and/or the Board of Directors may reasonably require
                                            and assign to the Executive, including with the Company’s subsidiaries.



 


		1.6	The
                                            Executive shall comply with all Company policies and procedures, which may be amended by
                                            the Board of Directors from time to time.



 


		1.7	The
                                            Executive shall serve the Company faithfully, honestly, diligently, and to the best of the
                                            Executive’s ability. Except as contemplated herein, the Executive shall devote his
                                            full business time, skill and attention to their duties on behalf of the Company. It is acknowledged
                                            and agreed that the Executive is or may become a director, trustee, officer, shareholder
                                            or investor in other businesses, ventures, entities, institutions and organizations during
                                            the term of this Agreement and may devote time, care and attention thereto so long as doing
                                            so does not materially adversely affect the Executive’s ability to devote sufficient
                                            time and energy to properly discharge their duties hereunder.



 


		1.8	The
                                            Executive warrants and represents that the performance of the terms of this Agreement and
                                            the employment of the Executive with the Company do not and will not breach any confidentiality,
                                            non-competition, non-solicitation or proprietary rights agreement entered into by the Executive
                                            with any third party prior to the Executive’s employment with the Company.



 


		1.9	The
                                            Executive shall provide services to the Company primarily from Toronto, Ontario, provided
                                            that the Executive hereby acknowledges that he may be required to travel on Company business
                                            during the term of employment and attend the Company’s head office in Vancouver British
                                            Columbia or other offices regularly, as may be required. In addition, if mutually agreed
                                            by the Company and the Executive, the Executive’s primary place of work may be relocated
                                            to Vancouver, British Columbia.



 






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2.
Remuneration.


 


		2.1	The
                                            Company shall pay the Executive an annual base salary (the “Base Salary”)
                                            and, in addition, the Executive will be entitled to additional variable cash compensation,
                                            in an amount commensurate to the Executive’s role and position and determined in accordance
                                            with any bonus, profit sharing or short term incentive compensation program which may be
                                            established by the Board of Directors either for the Executive or for senior officers of
                                            the Company (the “Annual Bonus”). As of the date hereof, the Base Salary
                                            is $290,000 (Canadian dollars). The Base Salary will be subject to annual review by
                                            the Board of Directors but there shall be no requirement to increase the Base Salary annually.



 


		2.2	The
                                            Executive’s Base Salary and Annual Bonus shall be payable in accordance with the Company’s
                                            normal payroll practices or on such other basis as mutually agreed between the Company and
                                            the Executive and shall be subject to deductions in respect of statutory remittances, including,
                                            without limitation, deductions for income tax, pension plan premiums and employment insurance
                                            premiums.



 


		2.3	The
                                            Executive will be entitled to participate in the Company’s Long-term Incentive Plan,
                                            as may be amended, modified or restated and replaced from time to time (the “Plan”)
                                            in accordance with the terms thereof as in effect from time to time. The Company will grant
                                            to the Executive awards under the Plan in such amount as may be determined by the Board of
                                            Directors, or any applicable committee thereof, from time to time based on and commensurate
                                            with the Executive’s performance and position with the Company. Each grant will be
                                            subject to a separate grant agreement between the Company and the Executive under the Plan.



 


		2.4	The
                                            Executive shall, to the extent eligible, be entitled to participate at a level commensurate
                                            with his position in all of the Company’s employee benefit, welfare and retirement
                                            plans and programs, as well as equity plans, employee incentive plans and bonus plans, provided
                                            by the Company to its senior officers in accordance with the terms thereof as in effect from
                                            time to time. The Company reserves the right to amend or cancel any such plans at any time
                                            in its sole discretion, subject to the terms of such plans and applicable law.



 


		2.5	The
                                            Executive shall be entitled to participate in any fringe benefits or perquisites which other
                                            senior officers of the Company are entitled to receive, subject to the terms and conditions
                                            of such fringe benefits or perquisites.



 


		2.6	The
                                            Executive will be entitled to five weeks of paid vacation per calendar year, and, at the
                                            Executive’s election, such entitlements may be paid out in cash in lieu of time taken.



 


		2.7	Upon
                                            submission of appropriate documentation in accordance with its policies in effect from time
                                            to time, the Company shall pay or reimburse the Executive for all reasonable business expenses
                                            which the Executive incurs in the performance of his duties under this Agreement, including,
                                            but not limited to, travel, entertainment, professional dues and subscriptions, and all dues,
                                            fees, and expenses associated with membership in various professional, business, and civic
                                            associations and societies in which the Executive participates in accordance with the Company’s
                                            policies in effect from time to time.



 






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		2.8	Notwithstanding
                                            any other provisions in this Agreement to the contrary, any incentive-based compensation,
                                            or any other compensation, paid to the Executive pursuant to this Agreement or any other
                                            agreement or arrangement with the Company which is subject to recovery under any law, government
                                            regulation or stock exchange listing requirement, will be subject to such deductions and
                                            clawback as may be required to be made pursuant to such law, government regulation or stock
                                            exchange listing requirement (or any policy adopted by the Company and pursuant to any such
                                            law, government regulation or stock exchange listing requirement).



 


3.
Termination.


 


		3.1	Definitions.
                                            In this termination section, the following terms have the following meanings:



 


		(a)	“Change
                                            of Control” means any of the following:



 


		(i)	the
                                            acquisition, by whatever means, by a person (or two or more persons who in such acquisition
                                            have acted jointly or in concert or intend to exercise jointly or in concert any voting rights
                                            attaching to the securities acquired), directly or indirectly, of the beneficial ownership
                                            of such number of voting securities or rights to voting securities of the Company, which
                                            together with such person’s then owned voting securities and rights to voting securities,
                                            if any, represent (assuming the full exercise of such rights to voting securities) 50% or
                                            more of the combined voting power of the Company’s then outstanding voting securities
                                            and such person’s previously owned rights to voting securities;



 


		(ii)	an
                                            amalgamation, arrangement, merger, reorganization, or consolidation or other similar transaction
                                            or event, unless securities representing more than 50% of the total and combined voting power
                                            of the outstanding voting securities of the successor corporation are immediately thereafter
                                            beneficially owned, directly or indirectly, by the persons who beneficially owned the Company’s
                                            outstanding voting securities immediately prior to such transaction;



 


		(iii)	a
                                            change in the composition of the Company’s Board of Directors which occurs at a single
                                            meeting of the shareholders of the Company or upon the execution of a shareholders’
                                            resolution, such that individuals who are members of the Board of Directors immediately prior
                                            to such meeting or resolution cease to constitute a majority on the Board of Directors as
                                            constituted immediately prior to such meeting or resolution, without the Board of Directors
                                            having approved of such change; or



 






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		(iv)	the
                                            consummation of a sale, lease, transfer or other disposition of all or substantially all
                                            of the Company’s assets other than to any wholly-owned subsidiaries of the Company,





 


provided
that an event will not constitute a “Change of Control” if its sole purpose is to change the jurisdiction of incorporation
of the Company or to create a holding company or other corporation, partnership or trust that will be owned in substantially the same
proportions by the persons who held the Company’s voting securities immediately before such event.


 


		(b)	“Disability”
                                            means any medical condition whatsoever (including physical or mental illness) which leads
                                            to the Executive’s absence from their job function for a continuous period of three
                                            months without the Executive being able to resume functions on a full-time basis at the expiration
                                            of such period and which, in light of the position held by the Executive, the parties agree
                                            would cause undue hardship to the Company. Unsuccessful attempts to return to work for periods
                                            of less than 15 days shall not interrupt the calculation of such three-month period;



 


		(c)	“Good
                                            Reason” means the occurrence of any of the following events without the Executive’s
                                            prior written consent:



 


		(i)	a
                                            material change in the Executive’s overall authority and responsibilities with the
                                            Company, including a material and fundamental change in the nature or scope of the duties
                                            of the Executive as Chief Development Officer (other than any temporary change resulting
                                            from incapacity due to physical or mental illness);



 


		(ii)	a
                                            material change in the Executive’s position as an officer of the Company (but excluding
                                            any change in such position arising by reason of the Executive’s disqualification,
                                            under applicable law, from serving in such position);



 


		(iii)	a
                                            material decrease in the Executive’s Base Salary or benefits;



 


		(iv)	a
                                            material breach by the Company of any material provision of this Agreement, including, but
                                            not limited to, a breach of the obligations of the Company under Section 2 or 7 of this Agreement
                                            or any failure to timely pay any part of the Executive’s compensation hereunder, including,
                                            without limitation, the Executive’s Base Salary or Annual Bonus;



 


		(v)	the
                                            Company requiring the Executive to relocate outside of Toronto, Ontario or, if the Executive
                                            relocates to Vancouver, British Columbia as contemplated under Section 1.9 hereof, to a location
                                            which is more than 40 kilometres from the Company’s then-existing executive offices
                                            in Vancouver, British Columbia, provided that the Executive has not consented to such location.



 






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		(d)	“Just
                                            Cause” means any action or omission that may constitute just cause at common law,
                                            and:



 


		(i)	the
                                            Executive’s willful failure to substantially perform their duties (other than any such
                                            failure resulting from incapacity due to physical or mental illness) if not cured within
                                            10 business days of receiving written notice from the Company detailing that failure;



 


		(ii)	any
                                            material violation of the Company’s Code of Conduct and Ethics or other policies adopted
                                            by it from time to time;



 


		(iii)	serious
                                            misconduct or default of the Executive directly related to the performance of their duties
                                            for the Company which results from a willful act or omission or from gross negligence and
                                            which is materially injurious to the operations, financial condition or business reputation
                                            of the Company;



 


		(iv)	the
                                            Executive’s embezzlement, misappropriation or fraud, whether or not related to the
                                            Executive’s employment with the Company;



 


		(v)	theft,
                                            fraud, dishonesty or misconduct of the Executive involving the property, business or affairs
                                            of the Company or its subsidiaries or in the carrying out of the Executive’s duties
                                            hereunder;



 


		(vi)	conviction
                                            of the Executive for a criminal offence which has or may have a material adverse effect on
                                            the Company’s or its subsidiaries’ goodwill if the Executive is retained as an
                                            employee of the Company;



 


		(vii)	the
                                            Executive’s willful unauthorized disclosure of Confidential Information as defined
                                            in Section 4.1(a) herein; and



 


		(viii)	any
                                            action or omission of the Executive which in law would permit an employer to, without notice
                                            or payment in lieu of notice, terminate the employment of an employee.



 


		3.2	Basic
                                            Termination Entitlements.



 


		(a)	Upon
                                            termination of the Executive’s employment for any reason, the Executive or the Executive’s
                                            estate shall be entitled to receive the following (“Basic Termination Entitlements”):



 


		(i)	any
                                            accrued but unpaid Base Salary, and any amounts required by the British Columbia Employment
                                            Standards Act that accrued but were unpaid prior to termination, which shall be paid
                                            on the pay date immediately following the termination date in accordance with the Company’s
                                            customary payroll procedures;



 






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		(ii)	any
                                            earned but unpaid bonus, which shall be paid on the otherwise applicable payment date; provided
                                            that, if the Executive’s employment is terminated by the Company for Just Cause, then
                                            any such accrued but unpaid bonus shall be forfeited; and



 


		(iii)	reimbursement
                                            for unreimbursed business expenses properly incurred by the Executive, which shall be subject
                                            to and paid in accordance with the Company’s expense reimbursement policy and the terms
                                            of Section 2.8 hereof.



 


		(b)	Upon
                                            termination of the Executive’s employment for any reason the Executive’s entitlements
                                            under the Plan will be determined by the terms of that plan.



 


		3.3	Separation
                                            Package



 


		(a)	Where
                                            required by termination circumstances defined in this Agreement, the Executive will be entitled
                                            to a separation package (“Separation Package”) consisting of:



 


		(i)	a
                                            payment equal to two times the then-current annual Base Salary in lieu of notice of termination
                                            and inclusive of the Executive’s entitlement to termination pay in British Columbia
                                            under the British Columbia Employment Standards Act;



 


		(ii)	a
                                            payment equal to two times the highest of: (x) the Executive’s “target”
                                            Annual Bonus, if any, for the fiscal year in which such termination occurs, under the applicable
                                            short-term incentive compensation plan or other annual cash bonus plan of the Company; and
                                            (y) the average Annual Bonus actually received by the Executive in the two immediately preceding
                                            fiscal years; and



 


		(iii)	the
                                            Company shall continue to provide to the Executive and to the Executive’s eligible
                                            dependents with the same level of health benefits, including without limitation medical,
                                            dental, vision, accident, disability, life insurance and other such benefits in place prior
                                            to termination of employment until the earlier of: (i) twenty-four months after the effective
                                            date of such termination, or (ii) the date the Executive becomes eligible for comparable
                                            benefits under a similar plan, policy or program of a subsequent employer, on substantially
                                            the same terms and conditions (including contributions required by the Executive for such
                                            benefits, if any) as existed immediately prior to termination; provided that, if such continued
                                            participation is not feasible, the Company shall otherwise provide such benefits (via lump
                                            sum compensation or in kind) on the same after-tax basis as if continued participation had
                                            been permitted,



 






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which
items (i) and (ii) of the Separation Package shall be payable in substantially equal installments over twenty four months following the
applicable termination date in accordance with the Company’s payroll practice.


 


		3.4	Just
                                            Cause Termination. The Company may terminate the Executive’s employment at any
                                            time for Just Cause, without notice or compensation, except Basic Termination Entitlements
                                            as described in Section 3.2 and any additional minimum payments or other entitlements required
                                            in the circumstances the British Columbia Employment Standards Act, by providing the
                                            Executive with written reasons describing the grounds for Just Cause termination.



 


		3.5	Resignation.
                                            The Executive may resign from employment with the Company by providing one month’s
                                            prior written notice (the “Resignation Notice”) of the effective date
                                            of their resignation. The Executive will continue to provide active service during the notice
                                            period unless the requirement for active service is expressly waived in whole or in part
                                            by the Company. The Company may, at any time following delivery of the Executive’s
                                            Resignation Notice, require the Executive to cease active service and refrain from attending
                                            the Company’s premises. This requirement will not be a termination of the Executive’s
                                            employment. Upon the effective date of resignation, the Executive will have no entitlement
                                            to compensation of any kind except as described in the Basic Termination Entitlements Section
                                            3.2 and any additional entitlements required by the British Columbia Employment Standards
                                            Act.



 


		3.6	Termination
                                            Without Just Cause. The Company may terminate the employment of the Executive at any
                                            time without Just Cause by providing the Executive with written notice, the Basic Termination
                                            Entitlements described in Section 3.2 and the Separation Package described in Section 3.3.



 


		3.7	Termination
                                            for Good Reason.



 


		(a)	The
                                            Executive may terminate employment for Good Reason by providing the Company with a written
                                            “Notice of Termination for Good Reason”. The Notice of Termination for
                                            Good Reason shall be provided to the Company within thirty days of the event giving rise
                                            to Good Reason and shall describe the nature of that event.



 


		(b)	The
                                            Company shall have sixty days from receipt of the Notice of Termination for Good Reason to
                                            cure the event giving rise to Good Reason. If the Company does not cure that event within
                                            the sixty-day period, the Executive’s employment will terminate at the end of that
                                            period.



 


		(c)	If
                                            the Executive’s employment is terminated for Good Reason, the Executive shall be entitled
                                            to receive the Basic Termination Entitlements set out in Section 3.2 and the Separation Package
                                            set out in Section 3.3.



 






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3.8
Change of Control.


 


		(a)	If
                                            within 18 months following the occurrence of a Change of Control the Executive’s employment
                                            is terminated by the Company without Just Cause or terminated by the Executive for Good Reason,
                                            in lieu of the entitlements described in Section 3.6 or Section 3.7(c) the Executive shall
                                            be entitled to receive the Basic Termination Entitlements described in Section 3.2 and a
                                            separation package consisting of:



 


		(i)	a
                                            lump-sum cash payment equal to two times the then-current annual Base Salary in lieu of notice
                                            of termination and inclusive of the Executive’s entitlement to termination pay;



 


		(ii)	a
                                            lump-sum payment equal to two times the highest of: (x) the Executive’s “target”
                                            Annual Bonus, if any, for the fiscal year in which such termination occurs, under the applicable
                                            short-term incentive compensation plan or other annual cash bonus plan of the Company; and
                                            (y) the average Annual Bonus actually received by the Executive in the two immediately preceding
                                            fiscal years; and



 


		(iii)	the
                                            Company or successor, as applicable, shall continue to provide to the Executive and to the
                                            Executive’s eligible dependents with the same level of health benefits, including without
                                            limitation medical, dental, vision, accident, disability, life insurance and other such benefits
                                            in place prior to termination of employment until the earlier of: (i) twenty-four months
                                            after the effective date of such termination, or (ii) the date the Executive becomes eligible
                                            for comparable benefits under a similar plan, policy or program of a subsequent employer,
                                            on substantially the same terms and conditions (including contributions required by the Executive
                                            for such benefits, if any) as existed immediately prior to termination; provided that, if
                                            such continued participation is not feasible, the Company or successor, as applicable, shall
                                            otherwise provide such benefits (via lump sum compensation or in kind) on the same after-tax
                                            basis as if continued participation had been permitted.



 


		(b)	Notwithstanding
                                            the terms of the Plan or any applicable award agreements, in the event of a “Change
                                            of Control”, immediately effective the date of such Change of Control, all unvested
                                            options or equity awards granted by the Company to the Executive during the term shall become
                                            fully and immediately exercisable.



 


		3.9	Disability.



 


		(a)	The
                                            Executive’s employment may be terminated by the Company due to Disability with 30 days’
                                            notice to the Executive.



 






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		(b)	If
                                            this Agreement and the Executive’s employment is terminated due to Disability, the
                                            Executive will be entitled to Basic Termination Entitlements as described in Section 3.2
                                            as well as:



 


		(i)	any
                                            minimum termination pay amounts required by the British Columbia Employment Standards
                                            Act; and



 


		(ii)	any
                                            benefits due to the Executive or the Executive’s beneficiaries under the Company policy
                                            or benefit plans.



 


		3.10	Death
                                            of the Executive. This Agreement and the Executive’s employment shall terminate
                                            upon the death of the Executive. If this Agreement and the Executive’s employment terminates
                                            due to the Executive’s death, the Executive’s estate will be entitled to Basic
                                            Termination Entitlements as described in Section 3.2, as well as any benefits due to the
                                            Executive or the Executive’s beneficiaries under the Company policy or benefit plans
                                            in effect from time to time.



 


		3.11	Resignation
                                            of Executive from Board. In the event that the Executive’s employment is terminated
                                            for any reason, the Executive agrees to resign effective the termination date from any office
                                            or directorship held with or on behalf of the Company or a subsidiary, affiliated or related
                                            corporate entity. The Executive agrees that they shall execute any and all documents appropriate
                                            to evidence such resignations and that they will not be entitled to any additional payments
                                            or compensation of any kind as consideration for doing so.



 


		3.12	Reimbursement
                                            for Termination Expenses. In the event the Executive’s employment is terminated:
                                            (a) by the Company without Just Cause, or (b) by the Executive for Good Reason, and the Company
                                            fails to make timely payment of the amounts owed to the Executive as a result of such termination
                                            under this Agreement, the Company shall reimburse the Executive for all reasonable legal
                                            fees, costs and expenses incurred by the Executive in connection with any proceedings brought
                                            in good faith by the Executive to enforce, or establish the Executive’s rights under,
                                            this Agreement to such amounts, provided that the Executive is successful on at least one
                                            material issue raised in such proceedings.



 


4.
Confidentiality and Non-Disclosure.


 


		4.1	In
                                            this section, the following terms have the following meanings:



 


		(a)	“Confidential
                                            Information” means all information, data, documents, agreements, files and other
                                            materials in whatever form including, without limitation, in written, oral, visual or electronic
                                            form, which is disclosed or otherwise furnished by the Company or a subsidiary to the Executive
                                            in the course of the Executive’s employment, whether or not such information is marked
                                            confidential, that relates directly or indirectly to the Company’s or its subsidiaries’
                                            respective business, properties and assets, operations, and trade secrets, including, without
                                            limitation:



 





		(i)	all
                                            or any portion of analysis, notations, plans, compilations, reports, forecasts, studies,
                                            samples, statistics, summaries, interpretations and other documents created, developed, prepared,
                                            received, obtained, or generated or derived from such information, data, documents, agreements,
                                            files or other materials by the Executive in connection with the Executive’s employment;
                                            and


 






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		(ii)	other
                                            information that is marked or otherwise identified as confidential or proprietary, or that
                                            would otherwise appear to a reasonable person to be confidential or proprietary in the context
                                            and circumstances in which the information is known or used,



 


		(b)	“Copies”
                                            means copies or records of any Confidential Information in whatever form including without
                                            limitation, notations, extracts, analysis, studies, plans, compilations or any other way
                                            of representing, recording or recalling information which contains, reflects, or is derived
                                            or generated from Confidential Information.



 


		4.2	The
                                            Executive shall only use the Confidential Information or Copies for the purpose of the Executive’s
                                            employment and shall not directly or indirectly, without the written authorization of the
                                            Company, either during the employment or at any time after termination of the employment,
                                            howsoever arising:



 


		(a)	use
                                            any Confidential Information or make or use any Copies for the Executive’s own benefit
                                            or purposes, or for the benefit or purposes of any other person, company or organization
                                            whatsoever; or



 


		(b)	disclose
                                            any Confidential Information or Copies to any person, company or other organization whatsoever.



 


		4.3	The
                                            restrictions in Section 4.2 do not apply to any Confidential Information which:



 


		(a)	is
                                            or becomes generally available to and known by the public, other than as a result of the
                                            Executive’s unauthorized disclosure or material breach of this Agreement;



 


		(b)	was
                                            already in the Executive’s possession or available to the Executive on a non-confidential
                                            basis before the Executive’s employment commenced; or



 


		(c)	has
                                            been or is independently developed by the Executive without violating any of the obligations
                                            under this Agreement or without use of, or reference to, the Confidential Information or
                                            Copies.



 






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		4.4	The
                                            Executive shall be responsible for protecting the confidentiality of the Confidential Information
                                            and shall:



 


		(a)	keep
                                            the Confidential Information and Copies strictly confidential as long as they remain confidential;



 


		(b)	use
                                            the Executive’s best efforts to prevent the use or communication of any Confidential
                                            Information or Copies by any person, company or organization (except for the purpose of the
                                            Executive’s employment, or as authorized in writing by the Company); and



 


		(c)	inform
                                            the Company immediately on becoming aware or suspecting that any unauthorized person, company
                                            or organization knows or has used any Confidential Information or Copies.



 


		4.5	If,
                                            either during or after the Executive’s employment, the Executive is compelled or required
                                            to disclose any Confidential Information or Copies by law or court order or pursuant to any
                                            requirement, request or process of any legal, regulatory or governmental authority, the Executive
                                            shall:



 


		(a)	give
                                            the Company prompt prior written notice of such requirement, request or process so that the
                                            Company may seek, at its sole cost and expense, an appropriate protective order or other
                                            remedy; and



 


		(b)	cooperate
                                            with the Company, at the Company’s sole cost and expense, to obtain such protective
                                            order or other remedy.



 


		4.6	All
                                            Confidential Information and Copies are the property of the Company. On termination of the
                                            Executive’s employment, or at the request of the Company at any time during the Executive’s
                                            employment, the Executive shall:



 


		(a)	promptly
                                            return all Confidential Information and Copies to the Company;



 


		(b)	promptly
                                            irretrievably delete and destroy any and all Confidential Information and Copies stored on
                                            any electronic means of storage, including personal computer networks, personal email accounts
                                            or personal accounts on websites, and all matter derived from such sources which is in the
                                            Executive’s possession or under the Executive’s control; and



 


		(c)	at
                                            the Company’s request after termination, promptly certify that the Executive has complied
                                            fully with the Executive’s obligations under this clause.



 


5.
Proprietary Ownership of Intellectual Property.


 


		5.1	In
                                            this section, the following terms have the following meanings:



 


		(a)	“Intellectual
                                            Property” means Confidential Information, Copies, copyright works, trade-marks,
                                            industrial designs, design rights, inventions (whether patentable or not), unpublished patent
                                            applications, inventive ideas, discoveries, innovations, developments, or improvements thereto,
                                            or any other intellectual property rights relating to any of the foregoing, whether registered
                                            or non-registered, whether or not reduced to written form or practice, within the scope of
                                            the Company’s and its subsidiaries’ business activities; and



 






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		(b)	“Pre-existing
                                            Intellectual Property Rights” means all intellectual property rights owned by the
                                            Executive, or by the Executive jointly with any third parties, that were created or invented
                                            by the Executive prior to the period of the Executive’s employment with the Company
                                            and relate in any way to the business or contemplated business, products, activities, research
                                            or development of the Company or its subsidiaries, including but not limited to any invention,
                                            industrial design or copyright work and any registrations and applications arising from or
                                            related to the foregoing.



 


		5.2	The
                                            Executive acknowledges and agrees that:



 


		(a)	all
                                            rights, title and interest in any Intellectual Property, and any improvements thereto, that
                                            the Executive conceives, develops, invents, authors, creates or contributes to the creation
                                            or improvement of, in whole or in part, during the term of the Executive’s employment
                                            are, will be and shall remain the exclusive property of the Company;



 


		(b)	the
                                            Executive shall have no interest in the Intellectual Property, notwithstanding that the Executive
                                            may have conceived, developed, authored, created or contributed to the creation or improvement
                                            of the same, solely or jointly with others, during or after the Executive’s working
                                            hours, at the Company’s premises or elsewhere, with or without use of the Company’s
                                            property, equipment or supplies; and



 


		(c)	Section
                                            5.2(b) does not apply in respect of any invention or copyright for which no equipment, supplies,
                                            facility, Intellectual Property or Confidential Information of the Company was used, which
                                            was developed entirely on the Executive’s own time, and which does not:



 


		(i)	relate
                                            to the business of the Company;



 


		(ii)	relate
                                            to the Executive’s actual or demonstrably anticipated processes, research or development;
                                            or



 


		(iii)	result
                                            from any work performed by the Executive for the Company.



 


		5.3	The
                                            Executive agrees to:



 


		(a)	immediately
                                            disclose to the Company in writing all Intellectual Property that the Executive conceives,
                                            develops, invents, authors, creates or contributes to the creation or improvement of, in
                                            whole or in part, during the term of the Executive’s employment;



 


		(b)	assign
                                            to the Company any right, title or interest the Executive has or may have in the future in
                                            such Intellectual Property that the Executive conceives, develops, invents, authors, creates
                                            or contributes to the creation or improvement of, in whole or in part, including any inventions,
                                            patents, patent applications, copyright works, industrial designs or any other form of Intellectual
                                            Property;



 






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		(c)	irrevocably
                                            and unconditionally waive and not assert any and all moral rights that the Executive may
                                            now have or may have in the future to any such Intellectual Property; and



 


		(d)	execute
                                            any instruments or documents and perform all acts deemed necessary by the Company, both during
                                            and after the Executive’s employment ends, to permit and assist the Company, at the
                                            Company’s expense, to draft, prepare, obtain, maintain, defend and enforce any patents,
                                            copyrights, industrial designs and other intellectual property rights resulting from such
                                            Intellectual Property.



 


6.
Non-Competition and Non-Solicitation Obligations.


 


		6.1	Definitions.
                                            In this section, the following terms have the following meanings:



 


		(a)	“Business”
                                            means the business focused on the acquisition and management of precious metals royalties,
                                            streams and similar interests at varying stages of the mine life cycle, such as was carried
                                            on by the Company during the period of the Executive’s employment;



 


		(b)	“employee
                                            of the Company” means an employee who is employed by the Company or any of its
                                            subsidiaries at the date of the termination of the Executive’s employment or at any
                                            time during the 6-month period prior to the date of the termination of the Executive’s
                                            employment and at the time of the attempted or actual recruitment, solicitation or inducement;
                                            and



 


		(c)	“Geographic
                                            Area” means the geographic area in which the Company carried on business during
                                            the last six months of the Executive’s employment.



 


		6.2	The
                                            Executive agrees that during the Executive’s employment and for 12 months after termination
                                            of the Executive’s employment, the Executive shall not without the prior written authorization
                                            of the Company, either directly or indirectly, on the Executive’s own behalf or on
                                            the behalf of any other person, firm or business identity, recruit, solicit, persuade or
                                            otherwise induce or attempt to recruit, solicit, persuade or induce any person who is an
                                            employee of the Company or any of its subsidiaries to terminate their contract of employment
                                            with the Company or any of its subsidiaries.



 


		6.3	The
                                            Executive agrees that during the Executive’s employment, the Executive shall not without
                                            the prior written authorization of the Company, either directly or indirectly, on the Executive’s
                                            own behalf or on the behalf of any other person, firm or business identity, within the Geographic
                                            Area, be engaged in, concerned with or interested in any company or business entity that
                                            is engaged in Business competitive to the Company or any of its subsidiaries.



 






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		6.4	The
                                            Executive further agrees and acknowledges that the Executive will not, during the term of
                                            this Agreement or the term that the Executive serves as a director or officer of the Company
                                            or any of its subsidiaries and for a period of one year after the later thereof, appropriate
                                            for the Executive’s benefit or for any organization or person by which the Executive
                                            are is employed or retained, any property or business opportunity of the Company or its subsidiaries
                                            that had arisen through the use of Company property, information or by virtue of the Executive’s
                                            position with the Company or any of its subsidiaries or provision of services to the Company
                                            and its subsidiaries.



 


		6.5	This
                                            section shall not be construed so as to restrict the Executive’s right to accept employment
                                            with or to engage in any business that is not competitive with the Business of the Company.



 


7.
Indemnification.


 


		7.1	The
                                            Company shall indemnify the Executive, to the maximum extent permitted by law, against all
                                            costs, charges and expenses, including, without limitation, all amounts paid to settle any
                                            action or satisfy any judgment, reasonably incurred by the Executive in respect of any civil,
                                            criminal, administrative, investigative or other proceeding (collectively, a “Proceeding”)
                                            in which the Executive is involved because of the Executive’s association with the
                                            Company if:



 


		(a)	the
                                            Executive acted honestly and in good faith with a view to the best interests of the Company;
                                            and



 


		(b)	in
                                            the case of a criminal or administrative action or proceeding that is enforced by a monetary
                                            penalty, the Executive had reasonable grounds for believing that the Executive’s conduct
                                            was lawful.



 


8.
Survival. The respective rights and obligations of the parties hereunder shall survive any termination of the Executive’s
employment to the extent necessary to preserve such rights and obligations. For greater certainty, notwithstanding anything to the contrary
in this Agreement, the parties hereto acknowledge and agree that Sections 3, 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13 shall survive the termination
of the Executive’s employment with the Company and remain in full force and effect.


 


The
Executive’s obligations set out in Section 4, Section 5 and Section 6 shall survive and remain in effect, notwithstanding any changes
to the terms of the Executive’s employment or the termination of the Executive’s employment, whether the termination is initiated
by the Executive, by the Company on a with or without cause basis, or by mutual agreement, or whether the termination is lawful or unlawful.
The Executive’s obligations and the Company’s rights set out under Section 5 are binding on the Executive’s assigns,
heirs, executors and other representatives.


 


9.
Notices. Any notice or other communication under this Agreement shall be in writing and delivered either personally, by email
of a PDF document (with confirmation of transmission), by registered mail (postage prepaid) or by nationally recognized courier (with
all fees prepaid).


 






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Delivery
of a notice or communication shall be made:


 


		(a)	if
                                            to the Company, at:



 


1030
West Georgia Street, Suite 1830


Vancouver,
British Columbia V6E 2Y3


Email:
jman@goldroyalty.com


Attention:
Chief Financial Officer


 


		(b)	if
                                            to the Executive, at the last address of the Executive in the records of the Company and
                                            its subsidiaries



 


If
delivered personally or by courier service, a notice or communication shall be deemed to have been received on the date of delivery.
If sent by registered mail, a notice or communication shall be deemed to have been received on the third day following the date of mailing.
If sent by email of a PDF document, a notice or communication shall be deemed to have been received on the date of transmission, provided
that if the date of transmission is not a business day, then it shall be deemed to have been received on the following business day.


 


Either
party to this Agreement may designate a change in address or other contact information by providing notice to the other pursuant to this
section.


 


10.
Successors and Assigns. This Agreement enures to the benefit of the Company and its affiliates
and subsidiaries and parent companies and each of their respective successors. This Agreement is personal to the Executive and shall
not be subject to voluntary or involuntary assignment or transfer by the Executive.


 


11.
Remedies. The Executive acknowledges and agrees that monetary damages might not be a sufficient remedy for any breach of this
Agreement by the Executive and that, in addition to all other remedies available at law, the Company shall be entitled to seek injunctive
or other equitable relief as a remedy for any such breach.


 


12.
Interpretation.


 


		12.1	Severability.
                                            The paragraphs of this Agreement are separate and distinct covenants, severable from each
                                            other. If a covenant is determined to be invalid or unenforceable, such invalidity or unenforceability
                                            shall apply to the covenant only to the extent of that invalidity or unenforceability and
                                            shall not affect the validity or enforceability of any other covenant.



 


		12.2	Extended
                                            Meanings. For the purposes of this Agreement, words in the singular include the plural,
                                            words in the plural include the singular, words importing the use of any gender include all
                                            genders where the context or party referred to require, and the rest of the provision is
                                            to be construed as if the necessary grammatical and terminological changes had been made.



 


		12.3	Headings.
                                            The headings in this Agreement identifying various sections, paragraphs, subsections and
                                            clauses are inserted for convenience or reference only and are in no way intended to describe,
                                            interpret, define, affect the construction of or limit the scope, extent or intent of this
                                            Agreement or any provision of this Agreement.



 






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		12.4	Entire
                                            Agreement. This Agreement constitutes the entire agreement of the parties regarding the
                                            employment of the Executive by the Company and supersedes all prior written or oral agreements,
                                            negotiations or representations between the parties, including, but not limited to, the Old
                                            Agreement.



 


		12.5	Amendment
                                            and Waiver. Any amendment to this Agreement must be in writing and executed by both parties.
                                            No waiver of any provision in this Agreement shall be deemed or constitute a waiver of any
                                            other provision.



 


		12.6	Governing
                                            Law. This Agreement and all matters arising out of or relating to this Agreement are
                                            governed by, and construed in accordance with, the laws of the Province of British Columbia,
                                            and the federal laws of Canada applicable therein.



 


		12.7	Common
                                            Law Obligations Preserved. Nothing in this Agreement shall be interpreted so as to limit
                                            any obligations owing by the Executive to the Company as a matter of common law. Nothing
                                            contained in this Agreement shall be construed to reduce or limit the Company’s right,
                                            title or interest in any Intellectual Property so as to be less in any respect than the Company
                                            would have had in the absence of this Agreement.



 


13.
Independent Legal Advice. The Executive acknowledges that the Company has provided the Executive
with a reasonable opportunity to obtain independent legal advice regarding this Agreement, and that the Executive has reviewed and understands
its terms.


 


[signature
page follows]


 




    	17



     


    

 


IN
WITNESS WHEREOF, the undersigned Executive has executed this Agreement this day of January 1, 2022, in the City of Toronto, in the Province
of Ontario.


 


	 	/s/
    John Griffith
	 	JOHN
    GRIFFITH


 


IN
WITNESS WHEREOF, the Company, by its duly authorized representatives, has executed this Agreement this day of January 1, 2022, in the
City of Vancouver, in the Province of British Columbia.


 


	 	 	GOLD
    ROYALTY CORP.
	 	 	 
	 	By:	/s/
    David Garofalo
	 	Name:	David
    Garofalo
	 	Title:	Chief
    Executive Officer


 






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