Exhibit 10.5 


 





PERSHING GOLD CORPORATION






FIRST AMENDMENT TO


RESTRICTED STOCK GRANT AGREEMENT

(Non-Assignable)


 


This First Amendment
to Restricted Stock Grant Agreement (this “Amendment”) is dated as of December 10, 2015, by and between Timothy
Janke (“Holder”) and Pershing Gold Corporation, a Nevada corporation (the “Corporation”).


 


A.           On
December 11, 2014, Holder and the Corporation entered into that certain Restricted Stock Grant Agreement (the “Agreement”)
pursuant to which Holder was granted Forty-Two Thousand Five Hundred One (42,501) restricted shares (originally 765,000 shares
on a pre-split basis) (the “Shares”) of the Corporation’s common stock, par value $0.0001 per share.


 


B.           The Corporation
and Holder have agreed to amend the Agreement as set forth herein.


 


NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.          Amendment
to Restricted Stock Grant Agreement. The Agreement is hereby amended by deleting Section 2 thereof and replacing it with the
following:


 


  2.          Vesting
and Forfeiture. Participant shall vest in his or her rights under the Restricted Stock pursuant to the following schedule (each
date upon which vesting occurs being referred to herein as a “Vesting Date”):


 


	Date	 	Number of 

Shares Vested	 
	March 14, 2016	 	 	14,167	 
	December 11, 2016	 	 	14,167	 
	December 11, 2017	 	 	14,167	 



 





The
foregoing notwithstanding, vesting pursuant to the foregoing schedule shall occur on a Vesting Date only if Participant remains
employed by or provides services to the Corporation from the Date of Grant to such Vesting Date. If Participant ceases to be employed
by or ceases to provide services to the Corporation at any time prior to the final Vesting Date, pursuant to Section 6.1.3 of
the Plan, all unvested Restricted Stock shall be forfeited immediately on the date that Participant’s employment or service
is terminated and the Participant shall have no further rights with respect to such Restricted Stock.


 


2.          No
Other Changes. Except for the amendment contained in Section 1 hereof, the Agreement is hereby ratified and confirmed and shall
continue in full force and effect without any further amendments or changes.


 






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3.          Counterparts.
This Amendment may be executed in counterparts each of which taken together shall constitute one and the same instrument.


 


4.          Governing
Law. This Amendment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of
Nevada without reference to principles of conflicts of laws.


 


[SIGNATURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF,
the parties have caused this Amendment to be duly executed as of the date first above written.


 


	 	HOLDER:
	 	 	 
	 	/s/ Timothy Janke
	 	Timothy Janke
	 	 	 
	 	PERSHING GOLD CORPORATION
	 	 	 
	 	By: 	/s/
    Eric Alexander                            
	 	Name: Eric Alexander
	 	Title: Vice President of Finance and Controller


 




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