Exhibit 10.6


 


PERSHING GOLD CORPORATION


 


SECOND AMENDMENT TO


RESTRICTED STOCK GRANT AGREEMENT

(Non-Assignable)


 


This Second 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 February 12, 2013,
Holder and the Corporation entered into that certain Restricted Stock Grant Agreement (the “Agreement”) pursuant
to which Holder was granted Sixteen Thousand Six Hundred Sixty-Eight (16,668) restricted shares (originally 300,000 shares on a
pre-split basis)(the “Shares”) of the Corporation’s common stock, par value $0.0001 per share.


 


B.           On February 6, 2015,
Holder and the Corporation entered into the First Amendment to Restricted Stock Agreement (the “First Amendment”),
which amended Section 2 of the Agreement to defer the vesting of Shares vesting on February 12, 2015.


 


C.           The Corporation and
Holder have agreed to amend the Agreement, as amended by the First Amendment, 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	 
	February 12, 2014	 	 	5,556	 
	February 12, 2016	 	 	5,556	 
	February 12, 2017	 	 	5,556	 



 


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.


 




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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.


 


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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