ATNA RESOURCES
LTD.

(the “Company”)


 


restricted
share unit plan


 


Dated for reference: May 7, 2013


 


		1.	purpose and interpretation



 


		1.1	Purpose



 


The purpose of this Plan is to enhance the Company’s ability
to attract and retain individuals with experience and ability to serve as directors, officers, employees and consultants of the
Company. This Plan is intended to promote the alignment of interests between the Company’s shareholders and such individuals
by allowing them to participate in the success of the Company.


 


		1.2	Definitions



 


For the purposes of the Plan, unless there is something in the
subject matter or context inconsistent therewith the following terms shall have the following meanings:


 


		(a)	“Account” means the account set up on behalf of each Participant in accordance with Section 4.8;



 


		(b)	“Applicable Law” means all federal, provincial and foreign laws and any regulations, instruments or orders
enacted thereunder, and the rules, regulations and policies of the Stock Exchanges applicable to the Company and the Participants
in respect of the operation and administration of the Plan;



 


		(c)	“Board” means the Board of Directors of the Company, as constituted from time to time;



 


		(d)	“Change in Control” shall have the meaning as defined in Schedule A;



 


		(e)	“Company” means Atna Resources Ltd. and includes, unless the context otherwise requires, all of its Subsidiaries
and successors according to law;



 


		(f)	“Consultant” means an individual (including an individual whose services are contracted through a personal
holding company) engaged to provide ongoing management or consulting services for the Company;



 


		(g)	“Eligible Person” means, at the Grant Date, any director, officer, employee or Consultant of the Company;



 


		(h)	"Fair Market Value" means, with respect to each vested RSU on the Vesting Date, the five-day VWAP per Share
on the Vesting Date on the Stock Exchange on which the majority of the public trading in the Shares has occurred over the immediately
preceding 30 days, or if it not possible to calculate such five-day VWAP, then the last posted closing price per Share on such
Stock Exchange;



 




    	 



    	 



    




 


		(i)	“Grant Date” means the date of grant of an RSU by the Board or such other date as may be specified by the
Board at the time of the authorization of the grant;



 


		(j)	“Insider” shall have the meaning ascribed to that term under the Securities Act and applicable Stock Exchange
policies;



 


		(k)	“Participant” means an Eligible Person to whom or which RSUs have been granted;



 


		(l)	“Plan” means this Restricted Share Unit Plan of the Company, as may be amended;



 


		(m)	“Plan Limit” means the maximum number of Shares that are issuable under the Plan in accordance with Section 4.2;



 


		(n)	“Regulatory Approval” means the approval of any Stock Exchange or any other regulatory authority or governmental
agency having lawful jurisdiction over the Plan and any RSUs granted hereunder.



 


		(o)	“Restricted Share Unit” or “RSU” means a unit credited by means of a bookkeeping entry
on the books of the Company to a Participant’s Account in accordance with the terms and conditions of the Plan;



 


		(p)	“RSU Agreement” means an agreement, substantially in the form of the agreement set out in Schedule B, between
the Company and a Participant setting out the terms of the RSUs granted to the Participant;



 


		(q)	“Securities Act” means the Securities Act (British Columbia), as amended from time to time;



 


		(r)	“Shares” means the common shares in the capital of the Company and each is a “Share”;



 


		(s)	“Share Compensation Arrangement” means this Plan, the Stock Option Plan and any share option plan, employee
stock purchase plan or any other compensation or incentive mechanism involving the issuance or potential issuance of Shares, including
a share purchase from treasury which is financially assisted by the Company by way of a loan, guarantee or otherwise;



 


		(t)	“Stock Exchanges” means any stock exchanges or markets on which the Shares are listed for trading at the
relevant time, including, if applicable, the TSX and the US Market;



 


		(u)	“Stock Option Plan” means the Amended & Restated Stock Option Plan of the Company, effective May 7,
2013, as adopted on April 26, 2007 and as amended on March 25, 2008 and May 5, 2009, and as further amended from time to time
in accordance with the provisions thereof;



 




    	2



    	 



    

  


		(v)	“Subsidiary” means any corporation that is a subsidiary of the Company as defined in the Securities Act;



 


		(w)	“TSX” means the Toronto Stock Exchange;



 


		(x)	“US Market” means the principal U.S. exchange or market quotation system, if any, on which the Shares
are, from time to time, traded, and includes the OTCQB marketplace;



 


		(y)	Vesting Date" means the date the RSUs of a Participant vest in accordance with Section 4.5 and the relevant RSU
Agreement; and



 


		(z)	“VWAP” means the volume weight average trading price of the Shares.



 


		1.3	Use of Gender and Number



 


Words importing the singular number only shall include the plural
and vice versa and words importing the masculine shall include the feminine.


 


		1.4	Governing Law



 


The Plan and all matters to which reference is made herein shall
be governed by and interpreted in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable
therein.


 


		2.	ESTABLISHMENT OF THE PLAN



 


		2.1	Effective Date



 


There is hereby established a Plan effective as of May 7, 2013.


 


		2.2	Eligibility



 


RSUs may be granted hereunder to Eligible Persons from time
to time by the Board, subject to the limitations set forth in herein.


 


		2.3	Compliance with Applicable Law



 


The Plan, the grant of RSUs under the Plan, and the Company’s
obligation to issue Shares following the vesting of RSUs, will be subject to Applicable Law. Shares issued to Participants pursuant
to the vesting of RSUs may be subject to limitation on sale or resale under Applicable Law.


 


Any inconsistencies between the Plan and Applicable Law, whether
due to inadvertence or to changes in such Applicable Law, will be resolved in favour of the latter.


 




    	3



    	 



    

  


		3.	ADMINISTRATION



  


		3.1	Use of Committees



 


The Board may delegate all or such portion of its powers under
this Plan as it may determine to a duly appointed committee of the Board or a senior officer of the Company, either indefinitely
or for such period of time as it may specify, and thereafter such committee or senior officer may exercise the powers and discharge
the duties of the Board in respect of the Plan so delegated to the same extent as the Board is hereby authorised so to do. If such
a committee or senior officer is appointed for this purpose, all references herein to the Board will be deemed to be references
to such committee or senior officer. Notwithstanding the foregoing, the Board will not be permitted to delegate its powers hereunder
to an executive officer to the extent that such powers relate to the participation in this Plan by senior officers and directors
of the Company.


 


		3.2	Authority of the Board



 


The Board shall be responsible for the general administration
of the Plan and the proper execution of its provisions, the interpretation of the Plan and the determination of all questions arising
hereunder. Subject to the limitations of the Plan, without limiting the generality of the foregoing, the Board has the power and
authority to:


 


		(a)	determine which Eligible Persons are to be granted RSUs and the number of RSUs to be issued to those Eligible Persons;



 


		(b)	determine the terms under which such RSUs are granted including, without limitation, those related to transferability, vesting
and forfeiture;



 


		(c)	prescribe the form of RSU Agreement with respect to a particular grant of RSUs;



 


		(d)	interpret the Plan and determine all questions arising out of the Plan and any RSUs granted pursuant to the Plan, which interpretations
and determinations will be conclusive and binding on the Company and all other affected persons;



 


		(e)	prescribe, amend and rescind rules and procedures relating to the Plan;



 


		(f)	subject to the provisions of the Plan and subject to such additional limitations and restrictions as the Board may impose,
delegate to one or more officers of the Company some or all of its authority under the Plan; and



 


		(g)	employ such legal counsel, independent auditors, third party service providers and consultants as it deems desirable for the
administration of the Plan and to rely upon any opinion or computation received therefrom.



 


The Board’s guidelines, rules, regulations, interpretations
and determinations shall be conclusive and binding upon the Company and all other persons, including, in particular and without
limitation, the Participants.


 




    	4



    	 



    

  


		4.	GRANT OF RSUs



 


		4.1	RSU Agreement



 


Upon the grant of RSUs, the Company will deliver to the Participant
an RSU Agreement dated as of the Grant Date, containing the terms of the RSUs and executed by the Company, and upon delivery to
the Company of the RSU Agreement executed by the Participant, such Participant will be a participant in the Plan and have the right
to receive Shares on the terms set out in the RSU Agreement and in the Plan. Subject to any specific variations approved by the
Board, all terms and conditions set out herein will be deemed to be incorporated into and form part of each RSU Agreement made
hereunder.


 


		4.2	Shares Reserved



 


The maximum number of Shares which may be made subject to issuance
under RSUs granted under this Plan shall be a number equal to 10% of the number of issued and outstanding Shares on a non-diluted
basis at any time, less the aggregate total of number of Shares that are, from time to time, subject to issuance under outstanding
rights that have been granted by the Company under any other Share Compensation Arrangement, including outstanding Share purchase
options issued by the Company under its Stock Option Plan, subject to adjustment under Section 6.1 (the “Plan Limit”).


 


For greater certainty:


 


		(a)	in the event a right to acquire Shares under this Plan or any other Share Compensation Arrangement expires unexercised or is
terminated by reason of dismissal of the holder of the right for cause or is otherwise lawfully cancelled prior to such right resulting
in the issuance of Shares, then the Shares that were issuable thereunder will be added back into the aggregate number of Shares
that may be, from time to time, made subject to issuance under a right granted under this Plan or any other Share Compensation
Arrangement; and



 


		(b)	if an optionee under the Company’s Stock Option Plan pays the exercise price (and/or any applicable withholding taxes)
of an option by surrendering previously owned Shares, or arranges to have the appropriate number of optioned shares otherwise issuable
upon exercise of an option withheld, then the Shares that would have been issued upon exercise of the option equal in number to
the surrendered and/or withheld Optioned Shares and Common Shares shall not count towards the maximum number of Shares that may
be made subject to issuance under this Plan or any other Share Compensation Arrangement.



 


		4.3	Limitations of RSUs to Insiders



 


Notwithstanding anything in this Plan to the contrary, unless
permitted by Regulatory Approval and, if required by Applicable Law, shareholder approval is obtained,


 


		(a)	the aggregate number of Shares that may be made subject
to issuance to Insiders pursuant to RSUs granted under the Plan and under any other Share Compensation Arrangement may not exceed
10.0% of the total number of Shares outstanding at the Grant Date (on a non-diluted basis); and



 






    	5



    	 



    

 


 


		(b)	the aggregate number of Shares that may be issued to
Insiders pursuant to RSUs granted under the Plan and under any other Share Compensation Arrangement, within any one year period,
may not exceed 10.0% of the total number of Shares outstanding at the end of such period (on a non-diluted basis).



 


		4.4	Limitations of RSUs to any One Person



 


Unless permitted by Regulatory Approval and, if required by
Applicable Law, shareholder approval is obtained, the aggregate number of Shares which may be reserved for issuance, from time
to time, to any one Eligible Person under the Plan and under any other Share Compensation Arrangement may not exceed 5.0% of the
total number of Shares outstanding at the Grant Date (on a non-diluted basis).


 


		4.5	Grant and Vesting of RSUs



 


		(a)	Subject to the terms of the Plan, the Board may from time to time grant to any Eligible Person the number of RSUs the Board
deems appropriate.



 


		(b)	RSUs shall consist of a grant of units, each of which represents the right of the Participant to receive one Share, subject
to the terms and conditions contained herein and such additional terms and conditions as the Board deems appropriate, consistent
with Applicable Law.



 


		(c)	The Board shall have the discretion to determine the Vesting Date for each RSU or any other vesting requirements (to be set
forth in the RSU Agreement).



 


		4.6	Third Party Offer



 


If an offer to purchase all of the outstanding Shares of the
Company is made by a third party, the Board may, in its sole discretion, to the extent permitted by Applicable Law and upon giving
each Participant written notice to that effect, require the acceleration of the vesting of RSUs. All determinations of the Board
under this Section will be final, binding and conclusive for all purposes.


 


		4.7	Change in Control



 


Upon the occurrence of a Change in Control, all outstanding
RSUs at that time shall automatically and irrevocably vest in full.


 


		4.8	Participant’s Account



 


The Company shall maintain an Account for each Participant and,
upon the grant of RSUs to a Participant, the Board shall cause the Participant’s Account to be credited with the number of
RSUs granted. Any RSU held by a Participant that fails to vest or that vests and a Share is delivered to a Participant in satisfaction
of such vested RSU shall be cancelled from the Participant’s Account.


 




    	6



    	 



    

  


		4.9	Vested RSUs



 


The issuance of Shares to a Participant by the Company in satisfaction
of vested RSUs will be made as soon as practicable after the Vesting Date.


 


		4.10	Withholding Tax



 


The Participant will be solely responsible for paying any applicable
withholding taxes arising from the grant or vesting of any RSU, and such payments must be made in a manner satisfactory to the
Company. In furtherance of the foregoing, the Company will have the right to withhold from any amounts otherwise due or to become
due from the Company to the Participant, an amount equal to any such taxes in order to ensure that such payments are remitted as
required.


 


Notwithstanding the foregoing, immediately upon delivery of
any Shares pursuant to vested RSUs, the Company shall have the right to require a Participant to sell a given number of Shares,
the net proceeds from which shall be not less than the amount required to cover any applicable withholding taxes and other source
deductions required by Applicable Law to be withheld by the Company in connection with the total Share issuances made by the Company
in satisfaction of the Participant’s vested RSUs.


 


		4.11	Termination of Employment



 


Unless otherwise determined by the Board, in its sole discretion,
or specified in the applicable RSU Agreement:


 


		(a)	upon the voluntary resignation or the termination for cause of a Participant, all of the Participant’s RSUs which remain
unvested in the Participant’s Account shall be forfeited without any entitlement to such Participant. If the Participant
has an employment or consulting agreement with the Company, the term “cause” shall have the meaning given to
it in the applicable Participant’s employment or consulting agreement.



 


		(b)	upon the termination without cause or death of a Participant, the Participant or the Participant’s beneficiary, as the
case may be, shall have a number of RSUs become vested in a linear manner equal to the sum for each grant of RSUs of the original
number of RSUs granted multiplied by the number of completed months of employment since the Grant Date divided by the number of
months required to achieve the full vesting of such grant of RSUs reduced by the actual number of RSUs that have previously become
vested in accordance with Section 4.5. Such vested RSUs shall be settled in accordance with Section 4.9.



 


		4.12	No Compensation for Cancelled RSUs



 


Section 4.11 applies regardless of whether the Participant
received compensation in respect of dismissal or was entitled to a period of notice of termination which would otherwise have permitted
a greater portion of the RSUs to vest with the Participant. Except as expressly permitted by the Board, all RSUs will cease to
vest as at the date upon which the Participant ceases to be an Eligible Person. Participants will not be entitled to any compensation
in respect of any RSU that has not vested.


 




    	7



    	 



    

  


		4.13	Non-Transferability of RSUs



 


The assignment or transfer of RSUs, or any other benefits under
the Plan, shall not be permitted other than by operation of law.


 


		5.	AMENDMENT



 


		5.1	Amendment and Termination of Plan



 


The Board reserves the right, in its absolute discretion, subject
to any necessary Regulatory Approvals, to at any time amend, suspend, terminate or discontinue the Plan, or revoke or alter any
action taken in connection therewith, except that no general amendment or suspension of the Plan will, without the written consent
of all holders of outstanding RSUs, impair the rights and entitlements of any such holder pursuant to then-outstanding RSUs unless
such amendment is the result of a change in the rules and policies of the TSX or the US Market, all without shareholder or Participant
approval, except that this discretionary authority will not extend to the directors the authority to increase the Plan Limit without
shareholder approval, excluding, where required by the policies of the TSX or the US Market, the votes attaching to shares held
by persons eligible to be Participants under the Plan. If the Plan is terminated, the provisions of the Plan and any administrative
guidelines, and other rules and regulations adopted by the Board and in force at the time of the Plan shall continue in effect
during such time as an RSU or any rights pursuant thereto remain outstanding.


 


		5.2	Powers of Board Survive



 


The full powers of the Board provided for in the Plan will survive
the termination of the Plan until all RSUs have been vested in full or have otherwise expired.


 


		5.3	Amendment of Outstanding RSUs



 


Subject to Regulatory Approval, the Board may, without shareholder
or Participant approval, amend or modify in any manner an outstanding RSU to the extent that the Board would have had the authority
to initially grant such award as so modified or amended, including without limitation, to change the date or dates as of which
an RSU vests, except that no amendment will, without the written consent of all affected Participants, alter or impair any RSU
previously granted under the Plan unless as a result of a change in Applicable Law or the Company’s status or classification
thereunder.


 




    	8



    	 



    

  


		6.	ADJUSTMENT TO SHARES



 


		6.1	Adjustments



 


Appropriate adjustments in the number of Shares subject to the
Plan, as regards RSUs granted or to be granted and the number of Shares subject to RSUs, will be conclusively determined by the
Board to give effect to adjustments in the number of Shares resulting from subdivisions, consolidations, substitutions, or reclassifications
of the Shares, the payment of stock dividends by the Company (other than dividends in the ordinary course) or other relevant changes
in the capital of the Company or from a proposed merger, amalgamation or other corporate arrangement or reorganization involving
the exchange or replacement of Shares of the Company for those in another corporation. Any dispute that arises at any time with
respect to any such adjustment will be conclusively determined by the Board, and any such determination will be binding on the
Company, the Participant and all other affected parties.


 


		6.2	Further Adjustments



 


Subject to Section 6.1 and Applicable Law, if, because
of a proposed merger, amalgamation or other corporate arrangement or reorganization, the exchange or replacement of Shares of the
Company for those in another corporation is imminent, the Board may, in a fair and equitable manner, determine the manner in which
all unvested RSUs rights granted under the Plan will be treated including, without limitation, requiring the acceleration of the
time for the vesting of such RSUs and the time for the fulfilment of any conditions or restrictions on such vesting. All determinations
of the Board under this Section will be final, binding and conclusive for all purposes.


 


		6.3	No Fractional Shares



 


No fractional Shares shall be issued upon the vesting of RSUs
granted under the Plan and, accordingly, if a Participant would become entitled to a fractional Share upon the vesting of an RSU,
such Participant shall only have the right to the next lowest whole number of Shares and no payment or other adjustment will be
made with respect to the fractional interest so disregarded, and any fractional interest in a Share that would otherwise be delivered
upon the vesting of RSUs will be cancelled.


 


		6.4	Limitations



 


The grant of RSUs under the Plan will in no way affect the Company’s
right to adjust, reclassify, reorganise or otherwise change its capital or business structure or to merge, amalgamate, reorganise,
consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets or engage in any like transaction.


 


		7.	GENERAL



 


		7.1	Unfunded Plan



 


The Plan is intended to constitute an “unfunded”
plan for incentive compensation. Nothing contained in the Plan (or in any RSU Agreement or other documentation related thereto)
shall give a Participant any rights that are greater than those of a general creditor of the Company.


 




    	9



    	 



    

  


		7.2	Compliance with Legislation



 


The Plan, the grant and vesting of RSUs hereunder and the Company’s
obligation to deliver Shares upon vesting of RSUs is subject to Applicable Law and to such Regulatory Approvals as may, in the
opinion of counsel to the Company, be required. Each RSU Agreement will contain such provisions as in the opinion of the Board
are required to ensure that no Shares are issued on the vesting of an RSU unless the issuance of such Shares will be exempt from
all registration and qualification requirements of securities laws of any jurisdiction and will be permitted under Applicable Law.
The Company shall not be obliged by any provision of the Plan or the grant of any RSU hereunder to issue or sell Shares in violation
of Applicable Law or any condition of any Regulatory Approval. No RSU shall be granted and no Shares issued or sold hereunder where
such grant, issue or sale would require registration of the Plan or of Shares under the securities laws of any jurisdiction and
any purported grant of any RSU or issue or sale of Shares hereunder in violation of this provision shall be void. In addition,
the Company shall have no obligation to issue any Shares pursuant to the Plan unless such Shares shall have been duly listed, upon
official notice of issuance, with the Stock Exchanges. Shares issued and sold to Participants pursuant to the vesting of RSUs may
be subject to limitations on sale or resale under Applicable Law. In particular, if required by Applicable Law, an RSU Agreement
may provide that shareholder approval to the grant of an RSU must be obtained prior to the vesting of the RSU or to the amendment
of an RSU Agreement.


 


		7.3	Non-Exclusivity



 


Nothing contained in the Plan will prevent the Board from maintaining
or adopting other or additional Share Compensation Arrangements, subject to obtaining prior Regulatory Approval and shareholder
approval, if required.


 


		7.4	Employment and Services



 


Nothing contained in the Plan or in any RSU Agreement will confer
upon or imply in favour of any Eligible Person or Participant any right with respect to office, employment or provision of services
with the Company, or interfere in any way with the right of the Company, to lawfully terminate the Eligible Person or Participant’s
office, employment or service at any time pursuant to the arrangements pertaining to same. Participation in the Plan by an Eligible
Person will be voluntary.


 


		7.5	Change of Status



 


A change in the status, office, position or duties of a Participant
from the status, office, position or duties held by such Participant on the date on which an RSU was granted to such Participant
will not result in a change in the terms of such RSU provided that such Participant remains an Eligible Person.


 


		7.6	No Representation or Warranty



 


The Company makes no representation or warranty as to the future
market value of Shares issued in accordance with the provisions of the Plan or to the effect of the Income Tax Act (Canada),
the United States Internal Revenue Code, or any other taxing statute governing the RSUs or the Shares issuable thereunder or the
tax consequences to a Participant. Compliance with Applicable Law as to the disclosure and resale obligations of each Participant
is the responsibility of such Participant and not the Company.


 




    	10



    	 



    

  


		7.7	Rights as a Shareholder



 


Nothing contained in the Plan nor in any RSU granted thereunder
shall be deemed to give any Participant any interest or title in or to any Shares of the Company or any rights as a shareholder
of the Company or any other legal or equitable right against the Company whatsoever other than with respect to Shares issued following
the vesting of RSUs.


 


		7.8	Discretion of Board



 


Subject to the Board’s powers of delegation provided for
under this Plan, the awarding of RSUs to any Eligible Person is a matter to be determined solely in the discretion of the Board.
The Plan shall not in any way fetter, limit, obligate, restrict or constrain the Board with regard to the allotment or issue of
any Shares or any other securities in the capital of the Company or any of its subsidiaries other than as specifically provided
for in the Plan.


 


		7.9	Notices



 


The form of all communication relating to the Plan shall be
in writing and delivered by recognised overnight courier, certified mail, fax or electronic mail to the proper address or, optionally,
to any individual personally. Except as otherwise provided in any RSU Agreement, all notices to the Company or the Board shall
be addressed to the Company at its principal business office in Denver, Colorado, Attn: Chief Financial Officer. All notices to
Participants, former Participants, beneficiaries or other persons acting for or on behalf of such persons which are not delivered
personally to an individual shall be addressed to such person by the Company or its designee at the last address for such person
maintained in the records of the Company.


 




    	11



    	 



    

  


SCHEDULE
A – CHANGE IN CONTROL


 


“Change in Control” shall be deemed to have
occurred in respect of the Company if:


 


		(a)	any individual, corporation, partnership, trust or association is or becomes the beneficial owner, directly or indirectly,
of voting securities of the Company representing fifty percent (50%) or more of the combined voting power, of the Company’s
then outstanding voting securities; or



 


		(b)	individuals who on a particular date constituted the Board of Directors (together with any new directors whose election by
the Board of Directors or whose nomination for election to the Board of Directors by the Company’s shareholders was approved
by a vote of at least two-thirds of the members of the Board of Directors then in office who either were members of the Board of
Directors on such date or whose election or nomination for election was previously so approved) cease for any reason to constitute
a majority of the members of the Board of Director of the Company then in office (a “Change in Board Majority”),
and a an individual, corporation, partnership, trust or association has become, at any time during the 120 days before the Change
in Board Majority, the ultimate beneficial owner of more than 33 1/3% of the total voting power of the capital stock of the Company
of any class or kind ordinarily having the power to vote for the election of directors of the Company on a fully diluted basis;
or



 


		(c)	there is consummated either (i) a merger, consolidation, reorganization, share exchange or issuance of securities involving
the Company (each a “Business Combination”) unless, immediately after such Business Combination, all or substantially
all of the individuals and entities who were the beneficial owners of voting capital of the Company immediately before the Business
Combination continue to beneficially own, directly or indirectly, more than 66 2/3% of the then outstanding voting capital of the
resulting or acquiring entity in such Business Combination (which shall include, without limitation, a corporation which as a result
of such transaction owns the Company or substantially all the Company’s assets either directly or indirectly) in substantially
the same proportions as their respective ownership in the outstanding voting capital immediately before such Business Combination;
or (ii) the sale or other disposition of any of the Company’s assets for gross proceeds equal to at least two-thirds
of the then appraised private enterprise value of the Company; or



 


		(d)	proceedings are commenced by the Company to seek its reorganization, arrangement or the composition or readjustment of its
debt or to obtain relief in respect of the Company, in each instance, under any law relating to bankruptcy, insolvency or reorganization;
or



 


		(e)	the Board of Directors of the Company adopts a resolution to the effect that, for the purposes of the Plan, a Change in Control
has occurred.



 




    	 



    	 



    

  


SCHEDULE
B – FORM OF RSU AGREEMENT


 


ATNA RESOURCES LTD


 


RESTRICTED SHARE UNIT PLAN – RSU
AGREEMENT


 


This RSU Agreement is entered into between Atna Resources Ltd.
(the “Company”) and the Eligible Person named below, pursuant to the Company’s Restricted Share Unit Plan
(the “Plan”), a copy of which is attached hereto, and confirms that:


 


		1.	on _____________________ (the “Grant Date”);



 


		2.	________________________(the “Eligible Person”);



 


		3.	was granted ___
                                         ___________Restricted Share Units (the “RSUs”), in accordance
                                         with the terms of the Plan;



 


		4.	the RSUs will vest as follows:







 





	 	Number of RSUs	 	Vesting On	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 







 


all on the terms and subject to the conditions set
out in the Plan.


 


By signing this agreement, the Participant:


 


		(a)	acknowledges that he or she has read and understands
the Plan, agrees with the terms and conditions thereof which shall be deemed to be incorporated into and form part of this RSU
Agreement (subject to any specific variations contained in this RSU Agreement);



 


		(b)	acknowledges that he or she will be solely responsible
for paying any applicable withholding taxes arising from the grant or vesting of any RSU, as provided in Section 4.10 of
the Plan;



 


		(c)	where allowed by applicable legislation, agrees to assume
any employer’s social security contributions due upon the grant or vesting of any RSU;



 


		(d)	agrees that an RSU does not carry any voting rights;



 


		(e)	acknowledges that the value of the RSUs granted herein
is in US$ denomination, and such value is not guaranteed;



 


		(f)	recognises that the value of an RSU upon delivery is
subject to stock market fluctuations; and



 




    	 



    	 



    

 


 


		(g)	recognises that, at the sole discretion of the Company,
the Plan can be administered by a designee of the Company by virtue of paragraph 3.2(g) and any communication from or to
the designee shall be deemed to be from or to the Company.



 


IN WITNESS WHEREOF the Company and the Eligible Person
have executed this RSU Agreement as of ______________________.


 


ATNA RESOURCES LTD.


 


	By:	 	 
	Name:	 	 
	Title:	 	 
	 	 	 
	By:	 	 
	Name:	 	 
	Title:	 
	 	 
	 	 
	Name of Eligible Person	 
	 	 
	 	 
	Signature of Eligible Person	 


 


Note to Plan Participants


 


This RSU Agreement must be signed where indicated and returned
to the Company within 30 days of receipt. Failure to acknowledge acceptance of this grant will result in the cancellation of your
RSUs.


 




    	2