Exhibit 10.1


 


SUBSCRIPTION AGREEMENT


 


PERSHING GOLD CORPORATION


 


Pershing Gold Corporation


1658 Cole Boulevard


Building 6, Suite 200


Lakewood, Colorado 80401


Attn: Stephen Alfers, President & CEO


 


Ladies and Gentlemen:


 


1.  Subscription.  The
undersigned (the “Purchaser”) agrees to purchase from Pershing Gold Corporation, a Nevada corporation (the “Company”),
the number of shares (collectively, the “Shares”) of the Company’s common stock par value $0.0001 per share (the
“Common Stock”), set forth on the signature page to this Subscription Agreement, at a purchase price of $0.28 per Share.
The Shares are being offered and sold (the “Offering”) by the Company pursuant to the offering terms set forth herein
and in the other Transaction Documents (as defined below).


 


The sale and purchase
of the Shares shall take place at a closing (the “Closing”) to be held at the offices of Davis Graham & Stubbs
LLP, 1550 Seventeenth St., Suite 500, Denver, Colorado, at 10:00 a.m., M.D.T., on the second business day following the satisfaction
or waiver of all conditions to the obligations of the parties set forth herein and in the other Transaction Documents (other than
such conditions as may, by their terms, only be satisfied at the Closing or on the Closing Date), or at such other place or at
such other time or on such other date as the Company and the Purchaser mutually agree in writing. The day on which the Closing
takes place is referred to as the “Closing Date.”      Certain capitalized terms used, but
not otherwise defined herein, will have the respective meanings provided in the Share Purchase Agreement.


 


At the Closing, Purchaser
and the Company shall each deliver executed copies of (a) that certain Share Purchase Agreement dated as of the date hereof between
Purchaser and the Company (the “Share Purchase Agreement”), and (b) that certain Registration Rights Agreement dated
as of the date hereof between Purchaser and the Company (the “Registration Rights Agreement”), and all exhibits, supplements
and schedules thereto, as such may be amended from time to time (collectively the “Transaction Documents”).


 


2.             Payment.
The Purchaser shall make payment of the purchase price for the Shares by wire transfer of immediately available funds, pursuant
to the wire transfer instructions attached hereto as Exhibit B. All payments shall be made in U.S. dollars. Together with the wire
transfer of the full purchase price, the Purchaser is delivering a completed and executed Signature Page to this Subscription Agreement
along with a completed and executed Canadian Accredited Investor Certificate, which are annexed hereto.


 




    	 



    	 



    

 


		3.	[Reserved]



 


		4.	[Reserved]



 


5.            Representations
and Warranties of the Purchaser. The Purchaser hereby acknowledges, represents, warrants, and agrees as follows:


 


(a)          None
of the Shares have been registered under the United States Securities Act of 1933, as amended (the “Securities Act”),
or any applicable state securities laws. The Purchaser understands that the offering and sale of the Shares is intended to be exempt
from the registration requirements of the Securities Act, by virtue of Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated
thereunder, and/or excluded from such registration requirements pursuant to Rule 903 of Regulation S promulgated thereunder, based,
in part, upon the representations, warranties and agreements of the Purchaser contained in this Subscription Agreement and the
Share Purchase Agreement;


 


(b)          The
Purchaser and the Purchaser’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, “Advisors”),
have received and have carefully reviewed this Subscription Agreement, and each of the Transaction Documents and all other documents
requested by the Purchaser or its Advisors, if any, and understand the information contained therein, prior to the execution of
this Subscription Agreement;


 


(c)          All
documents, records, and books pertaining to the investment in the Shares including, but not limited to, all information regarding
the Company and the Shares, have been made available for inspection and reviewed by the Purchaser and its Advisors, if any;


 


(d)          The
Purchaser hereby acknowledges receipt and careful review of this Agreement, the Share Purchase Agreement, the Registration Rights
Agreement, and all exhibits, annexes and appendices thereto, and has had access to the Company’s Annual Report on Form 10-K
and the exhibits thereto for the fiscal year ended December 31, 2013 (the “Form 10-K”) and all subsequent periodic
and current reports filed with the Commission as publicly filed with and available at the website of the Commission which can be
accessed at www.sec.gov, and hereby represents that the Purchaser has been furnished by the Company during the course of the Offering
with all information regarding the Company, the terms and conditions of the Offering and any additional information that the Purchaser
or its Advisors have requested or desired to know, and the Purchaser and its Advisors, if any, have had a reasonable opportunity
to ask questions of and receive answers from the Company’s officers and any other persons authorized by the Company to answer
such questions, concerning, among other related matters, the Offering, the Shares, the Transaction Documents and the business,
financial condition, results of operations and prospects of the Company and all such questions have been answered by the Company
to the full satisfaction of the Purchaser and its Advisors, if any;


 


(e)          In
evaluating the suitability of an investment in the Company, the Purchaser has not relied upon any representation or other information
(oral or written) other than as stated herein or in the other Transaction Documents, and the Company’s filings with the United
States Securities and Exchange Commission;


 




    	 



    	 



    

 


(f)          The
Purchaser is unaware of, is in no way relying on, and did not become aware of the offering of the Shares through or as a result
of, any form of general solicitation or general advertising (as those terms are used in Rule 502(c) of Regulation D under the Securities
Act) including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine
or similar media or broadcast over television, radio or over the Internet, in connection with the offering and sale of the Shares
and is not subscribing for the Shares and did not become aware of the Offering through or as a result of any seminar or meeting
to which the Purchaser was invited by, or any solicitation of a subscription by, a person not previously known to the Purchaser
in connection with investments in securities generally;


 


(g)          The
Purchaser has taken no action which would give rise to any claim by any person for brokerage commissions, finders’ fees or
the like relating to this Subscription Agreement or the transactions contemplated hereby;


 


(h)          The
Purchaser, either alone or together with its Advisors, if any, has such knowledge and experience in financial, tax, and business
matters, and, in particular, investments in securities, so as to enable it to utilize the information made available to it in connection
with the Offering to evaluate the merits and risks of an investment in the Shares and the Company and to make an informed investment
decision with respect thereto;


 


(i)          The
Purchaser is not relying on the Company or any of its employees or agents with respect to the legal, tax, economic and related
considerations of an investment in any of the Shares and the Purchaser has relied on the advice of, or has consulted with, only
its own Advisors;


 


(j)          The
Purchaser is acquiring the Shares solely for such Purchaser’s own account for investment purposes and not with a view to
resale or distribution thereof, in whole or in part. The Purchaser has no agreement or arrangement, formal or informal, with any
person to sell or transfer all or any part of any of the Shares and the Purchaser has no plans to enter into any such agreement
or arrangement; provided however that nothing herein shall be construed to prevent the Purchaser from subsequently offering, selling,
pledging, hypothecating, or otherwise transferring or disposing of the Shares, directly or indirectly, so long as any such transaction
is registered under the Securities Act or exempt from the registration requirements of the Securities Act and made in compliance
with any applicable securities laws (including state, local and Canadian securities laws);


 


(k)          The
Purchaser understands and agrees that purchase of the Shares is a high risk investment and the Purchaser is able to afford an investment
in a speculative venture having the risks and objectives of the Company. The Purchaser must bear the substantial economic risks
of the investment in the Shares indefinitely because none of the Shares may be offered, sold, pledged, hypothecated or otherwise
transferred or disposed of, directly or indirectly, unless (i) subsequently registered under the Securities Act and any applicable
state securities laws or an exemption from such registration requirements is available and (ii) such offer, sale, pledge, hypothecation,
transfer or disposal complies with Canadian securities laws. The legend substantially in the form set forth in Section (aa) below
will be placed on the certificates representing the Shares to the effect that such securities have not been registered under the
Securities Act or any applicable state securities laws, and also as to resale restrictions under applicable Canadian securities
laws, and appropriate notations thereof will be made in the Company’s books;


 




    	 



    	 



    

 


(l)          The
Purchaser has adequate means of providing for such Purchaser’s current financial needs and foreseeable contingencies and
has no need for liquidity from its investment in the Shares for an indefinite period of time;


 


(m)          The
Purchaser is aware that an investment in the Shares involves a number of very significant risks and has carefully read and considered
the Company's periodic filings with the Commission, and, in particular, the matters under the caption “Risk Factors”
in such filings with the Commission, and understands any of such risk may materially adversely affect the Company’s operations
and future prospects;


 


(n)          The
Purchaser is eligible to purchase the Shares pursuant to an exemption from the prospectus requirements of applicable Canadian securities
laws. The Purchaser has completed and delivered to the Company the applicable Canadian Accredited Investor Certificate (the form
of which is attached to this Agreement, evidencing the Purchaser’s status under applicable Canadian securities laws) and
confirms the truth and accuracy of all statements made in such certificate as of the date hereof and as of the time of the applicable
Closing;


 


(o)          The
Purchaser represents that: it is an “accredited investor” that meets one or more of the categories set forth in Rule
501(a) of Regulation D under the Securities Act and it is purchasing as principal for its own account and it was not formed for
the specific purpose of acquiring the Shares; it is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its organization; the consummation of the transactions contemplated hereby is authorized by, and will not result
in a violation of, state (or equivalent) law or its charter or other organizational documents; it has full power and authority
to execute and deliver this Subscription Agreement and all other related agreements or certificates and to carry out the provisions
hereof and thereof and to purchase and hold the Shares; the execution and delivery of this Subscription Agreement has been duly
authorized by all necessary action; and this Subscription Agreement has been duly executed and delivered on behalf of the Purchaser
and is a legal, valid and binding obligation of the Purchaser. The execution and delivery of this Subscription Agreement will not
violate or be in conflict with any order, judgment, injunction, agreement or controlling document to which the Purchaser is a party
or by which it is bound;


 


(q)          The
Purchaser represents to the Company that any information which the undersigned has heretofore furnished or is furnishing herewith
to the Company is complete and accurate and may be relied upon by the Company in determining the availability of an exemption or
exclusion from registration under the Securities Act and any state securities laws in connection with the offering of securities
as described herein and in the other Transaction Documents;


 


(r)          The
Purchaser has significant prior investment experience, including investment in non-listed and unregistered securities. The Purchaser
has a sufficient net worth to sustain a loss of its entire investment in the Company in the event such a loss should occur. The
Purchaser’s overall commitment to investments which are not readily marketable is not excessive in view of the Purchaser’s
net worth and financial circumstances and the purchase of the Shares will not cause such commitment to become excessive. This investment
is a suitable one for the Purchaser;


 




    	 



    	 



    

 


(s)          The
Purchaser acknowledges that any and all estimates or forward-looking statements or projections included in the Company’s
filing with the Commission were prepared by the Company in good faith, but that the attainment of any such projections, estimates
or forward-looking statements cannot be guaranteed, will not be updated by the Company and should not be relied upon;


 


(t)          No
oral or written representations have been made, or oral or written information furnished, to the Purchaser or its Advisors, if
any, in connection with the offering of the Shares other than those set forth herein or in the other Transaction Documents;


 


(u)          Within
five (5) days after receipt of a request from the Company, the Purchaser will provide such information and deliver such documents
as may reasonably be necessary to comply with any and all laws and ordinances to which the Company is subject;


 


(v)         THE
SHARES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED
AND SOLD IN RELIANCE ON EXEMPTIONS OR EXCLUSIONS FROM THE REGISTRATION REQUIREMENTS. THE SHARES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, TRANSFERRED OR DISPOSED OF, DIRECTLY OR INDIRECTLY,
EXCEPT PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, PURSUANT TO TRANSACTION OUTSIDE THE UNITED STATES PURSUANT TO THE REQUIREMENTS
OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS (INCLUDING STATE, LOCAL OR CANADIAN SECURITIES LAWS). THE SECURITIES
HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR
HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL;


 


(w)          In
making an investment decision, the Purchaser has relied on its own examination of Company and the terms of the Offering, including
the merits and risks involved.


 


(x)          [Reserved]


 


(y)          The
Purchaser has read each of the Transaction Documents in its entirety and all exhibits and annexes thereto, including, but not limited
to, all information relating to the Company and the Shares, and understands fully to its full satisfaction all information included
in such Transaction Documents;


 




    	 



    	 



    

 


(z)          The
Purchaser represents that (i) the Purchaser was contacted regarding the sale of the Shares by the Company while outside the United
States;; (ii) the Purchaser is not a “U.S. person” as defined in Rule 902 of Regulation S under the Securities Act
(“U.S. Person”); (iii) the Purchaser is acquiring the Shares and has executed (or its authorized signatory has executed)
this Agreement outside of the United States in accordance with Regulation S under the Securities Act; (iv) the purchase of the
Shares by the Purchaser is for the Purchaser’s own account and not for the account or benefit of any U.S. Person or person
in the United States; and (v) the Purchaer hereby agrees not to engage in hedging transactions with regard to such securities unless
in compliance with the Securities Act.


 


(aa)         The
Purchaser consents to the placement of a legend on any certificate or other document evidencing the Shares that such securities
have not been registered under the Securities Act or any state securities or “blue sky” laws and setting forth or referring
to the restrictions on transferability and sale thereof contained in this Agreement. The Purchaser is aware that the Company will
make a notation in its appropriate records with respect to the restrictions on the transferability of such Shares. The legend to
be placed on each certificate shall be in form substantially similar to the following:


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE WERE ISSUED PURSUANT TO AN OCTOBER 2014 PRIVATE PLACEMENT AND HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE SKY LAWS,” AND MAY NOT
BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED, DIRECTLY OR INDIRECTLY, EXCEPT: (A) TO THE COMPANY, (B) PURSUANT
TO AN EFFECTIVE REGISTRATION THEREOF UNDER THE ACT; (C) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S
UNDER THE U.S. SECURITIES ACT, IF AVAILABLE, AND IN ACCORDANCE WITH ANY LOCAL LAWS AND REGULATIONS, (D) IN COMPLIANCE WITH
RULE 144 PROMULGATED UNDER SUCH ACT, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (E) IN A TRANSACTION
THAT DOES NOT REQUIRE REGISTRATION UNDER THE ACT AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, AND IN THE CASE OF
(C), (D) OR (E) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OF RECOGNIZED STANDING, REASONABLY SATISFACTORY TO THE COMPANY AND
ITS COUNSEL, TO SUCH EFFECT. HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE
ACT.”


 


The above legend may be removed by delivery
to the registrar and transfer agent for the Shares and to the Company of an opinion of counsel, of recognized standing reasonably
satisfactory to the Company, that such legend is no longer required under the applicable requirements of the Securities Act.         


 


In addition to the foregoing legend, the
following legend (the “Canadian Legend”) shall also be placed on each certificate issued to Purchaser, in form substantially
similar to the following:


 




    	 



    	 



    

 


“CANADIAN LEGEND: UNLESS
PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS
AND A DAY AFTER THE LATER OF (I) [INSERT THE DISTRIBUTION DATE] AND (II) THE DATE THE COMPANY BECAME A REPORTING ISSUER IN ANY
PROVINCE OR TERRITORY OF CANADA.”


 


In order to remove the Canadian
Legend from the certificates evidencing the Shares, the Company may require such evidence from the Purchaser, which may include
an opinion of Canadian legal counsel, that is satisfactory to the Company confirming that the Canadian Legend is no longer required
to be affixed to the certificates evidencing the Shares.


 


(bb)         The
Purchaser represents that it is not a FINRA member or an affiliate of a FINRA member firm.


 


(cc)         The
Purchaser agrees not to issue any public statement with respect to the Offering, Purchaser’s investment or proposed investment
in the Company or the terms of any agreement or covenant between it and the Company without the Company’s prior written consent,
except such disclosures as may be required under applicable law or the rules and regulations of any stock exchange on which the
Purchaser’s securities may be traded or quoted.


 


(dd)         The
Purchaser acknowledges that the Shares are not being qualified pursuant to a prospectus for distribution to the public in Canada
under applicable Canadian securities laws and are not freely tradeable.


 


(gg)         The
Purchaser acknowledges that the terms and conditions of the Offering and the information contained in the Transaction Documents
or otherwise made available to the Purchaser is confidential and non-public and agrees that all such information shall be kept
in confidence by the Purchaser and neither used by the Purchaser for the Purchaser’s personal benefit (other than in connection
with this subscription) nor disclosed to any third party for any reason, notwithstanding that a Purchaser’s subscription
may not be accepted by the Company; provided, however, that (a) the Purchaser may disclose such information to its affiliates and
advisors who may have a need for such information in connection with providing advice to the Purchaser with respect to its investment
in the Company so long as such affiliates and advisors have an obligation of confidentiality, and (b) this obligation shall not
apply to any such information that (i) is part of the public knowledge or literature and readily accessible at the date hereof,
(ii) becomes part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of
this provision) or (iii) is received from third parties without an obligation of confidentiality (except third parties who disclose
such information in violation of any confidentiality agreements or obligations, including, without limitation, any subscription
or other similar agreement entered into with the Company).


 


(hh)         The
Purchaser understands that Rule 144 promulgated under the Securities Act (“Rule 144”) requires, among other conditions,
a minimum holding period of six-months prior to the resale of securities acquired in a non-public offering without having to satisfy
the registration requirements under the Securities Act. The Purchaser understands and hereby acknowledges that, except as provided
in the Registration Rights Agreement, the Company is under no obligation to register the Shares under the Securities Act or any
state securities or “blue sky” laws or to assist the Purchaser in obtaining an exemption from various registration
requirements, other than as set forth herein.


 




    	 



    	 



    

 


6.            Representations
and Warranties of the Company. The Company hereby acknowledges, represents and warrants to the Purchaser that the Company’s
representations in the Share Purchase Agreement are true and correct as of the date hereof.


 


7.            Indemnification.
The Purchaser agrees to indemnify and hold harmless the Company and each of its officers, directors, managers, employees, agents,
attorneys, control persons and affiliates from and against all losses, liabilities, claims, damages, costs, fees and expenses whatsoever
(including, but not limited to, any and all expenses incurred in investigating, preparing or defending against any litigation commenced
or threatened) based upon or arising out of any actual or alleged false acknowledgment, representation or warranty, or misrepresentation
or omission to state a material fact, or breach by the Purchaser of any covenant or agreement made by the Purchaser herein or in
any other document delivered in connection with this Subscription Agreement or any other Transaction Document.


 


8.            Binding
Effect. This Subscription Agreement will be binding upon and inure to the benefit of the parties and their heirs, executors,
administrators, successors, legal representatives, and permitted assigns.


 


9.            Modification.
This Subscription Agreement will not be modified or waived except by an instrument in writing signed by the party against whom
any such modification or waiver is sought.


 


10.           Notices.
Any notice or other communication required or permitted to be given hereunder will be in writing and will be mailed by certified
mail, return receipt requested, or delivered by reputable overnight courier such as FedEx against receipt to the party to whom
it is to be given (a) if to the Company, at the address set forth in the Share Purchase Agreement or (b) if to the Purchaser, at
the address set forth on the signature page hereof (or, in either case, to such other address as the party will have furnished
in writing in accordance with the provisions of this Section 10). Any notice or other communication given by certified mail will
be deemed given at the time of certification thereof, except for a notice changing a party’s address which will be deemed
given at the time of receipt thereof. Any notice or other communication given by overnight courier will be deemed given at the
time of delivery.


 


11.           Assignability.
This Subscription Agreement and the rights, interests and obligations hereunder are not transferable or assignable by the Purchaser
and the transfer or assignment of any of the Shares will be made only in accordance with all applicable laws.


 




    	 



    	 



    

 


12.           Applicable
Law.  This Subscription Agreement will be governed by and construed under the laws of the State of New York as applied to agreements
among New York residents entered into and to be performed entirely within New York. The parties hereto (1) agree that any legal
suit, action or proceeding arising out of or relating to this Subscription Agreement will be instituted exclusively in New York
State Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (2) waive
any objection which the parties may have now or hereafter to the venue of any such suit, action or proceeding, and (3) irrevocably
consent to the jurisdiction of the New York State Supreme Court, County of New York, and the United States District Court for the
Southern District of New York in any such suit, action or proceeding. Each of the parties hereto further agrees to accept and acknowledge
service of any and all process which may be served in any such suit, action or proceeding in the New York State Supreme Court,
County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process
upon it mailed by certified mail to its address will be deemed in every respect effective service of process upon it, in any such
suit, action or proceeding. THE PARTIES HERETO AGREE, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO WAIVE THEIR RESPECTIVE RIGHTS
TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS SUBSCRIPTION AGREEMENT OR ANY DOCUMENT OR AGREEMENT
CONTEMPLATED HEREBY.


 


13.           Blue
Sky Qualification. The purchase of Shares pursuant to this Subscription Agreement is expressly conditioned upon the exemption
from qualification of the offer and sale of the Shares from applicable federal and state securities laws.


 


14.           Use
of Pronouns. All pronouns and any variations thereof used herein will be deemed to refer to the masculine, feminine, neuter,
singular or plural as the identity of the person or persons referred to may require.


 


15.           Confidentiality.
The Purchaser acknowledges and agrees that any information or data the Purchaser has acquired from or about the Company not otherwise
properly in the public domain, was received in confidence. The Purchaser agrees not to divulge, communicate or disclose, except
as may be required by law or for the performance of this Subscription Agreement, or use to the detriment of the Company or for
the benefit of any other person or persons, or misuse in any way, any confidential information of the Company, including any trade
or business secrets of the Company and any business materials that are treated by the Company as confidential or proprietary, including,
without limitation, confidential information obtained by or given to the Company about or belonging to third parties.


 


16.           Miscellaneous.


 


(a)          This
Subscription Agreement, together with the other Transaction Documents, constitutes the entire agreement between the Purchaser and
the Company with respect to the subject matter hereof and supersedes all prior oral or written agreements and understandings, if
any, relating to the subject matter hereof. The terms and provisions of this Subscription Agreement may be waived, or consent for
the departure therefrom granted, only by a written document executed by the party entitled to the benefits of such terms or provisions.


 


(b)          Each
of the Purchaser’s and the Company’s representations and warranties made in this Subscription Agreement will survive
the execution and delivery hereof and delivery of the Shares.


 


(c)          Each
of the parties hereto will pay its own fees and expenses (including the fees of any attorneys, accountants, appraisers or others
engaged by such party) in connection with this Subscription Agreement and the transactions contemplated hereby whether or not the
transactions contemplated hereby are consummated.


 




    	 



    	 



    

 


(d)          This
Subscription Agreement may be executed in one or more counterparts each of which will be deemed an original, but all of which will
together constitute one and the same instrument.


 


(e)          Each
provision of this Subscription Agreement will be considered separable and, if for any reason any provision or provisions hereof
are determined to be invalid or contrary to applicable law, such invalidity or illegality will not impair the operation of or affect
the remaining portions of this Subscription Agreement.


 


(f)          Paragraph
titles are for descriptive purposes only and will not control or alter the meaning of this Subscription Agreement as set forth
in the text.


 


(g)          It
is the express wish of the parties to this Agreement that this Agreement and all related documents be draft in English. Les parties
aux présentes conviennent et exigent que cette convention ainsi que tous les documents s’y attachant soient rédigés
en langue anglaise.


 


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blank.]


 




    	 



    	 



    

ANTI-MONEY LAUNDERING REQUIREMENTS


 


	
         

        The USA PATRIOT Act
	What
is money

laundering?
	How big is the problem

 and why is it important?
	
         

        The USA PATRIOT Act is designed to detect, deter, and punish
        terrorists in the United States and abroad. The Act imposes new anti-money laundering requirements on brokerage firms and financial
        institutions. Since April 24, 2002 all brokerage firms have been required to have new, comprehensive anti-money laundering programs.
	
         

        Money laundering is the process of disguising illegally obtained
        money so that the funds appear to come from legitimate sources or activities. Money laundering occurs in connection with a wide
        variety of crimes, including illegal arms sales, drug trafficking, robbery, fraud, racketeering, and terrorism.
	
         

        The use of the U.S. financial system by criminals to facilitate
        terrorism or other crimes could well taint our financial markets. According to the U.S. State Department, one recent estimate puts
        the amount of worldwide money laundering activity at $1 trillion a year.

	 	 	 
	To help you understand these efforts, we want to provide you with some information about money laundering and our steps to implement the USA PATRIOT Act.	 	 


 


	What are we required to do to eliminate money laundering?
	
         

        Under new rules required by the USA PATRIOT Act, our anti-money
        laundering program must designate a special compliance officer, set up employee training, conduct independent audits, and establish
        policies and procedures to detect and report suspicious transaction and ensure compliance with the new laws.
	
         

        As part of our required program, we may ask you to provide various
        identification documents or other information. Until you provide the information or documents we need, we may not be able to effect
        any transactions for you.



 




    	 



    	 



    

 


PERSHING GOLD CORPORATION


SIGNATURE PAGE TO


SUBSCRIPTION AGREEMENT


 


Purchaser hereby elects to purchase
a total of ____________ Shares at a purchase price of $0.28 per Share.


 


Date: __________________, 2014


 




 





[Purchaser Name]


 


	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	Address:	 
	 	 	 
	[Purchaser Address]	 


 


AGREED AND ACCEPTED:


 


PERSHING GOLD CORPORATION 


 


 


	By:	 	 	 	 
	 	Name:	 	Date	 
	 	Title:	 	 	 


 




    	 



    	 



    

 


CANADIAN ACCREDITED INVESTOR CERTIFICATE


 


		TO:	PERSHING GOLD CORPORATION
                                         (the “Company”)



 


		RE:	Purchase
                                         of Shares of the Company



 







 


Representations and
Warranties


 


In connection with the purchase by the undersigned (the “Purchaser”)
of shares of the Company’s common stock (the “Shares”), the Purchaser hereby represents, warrants and
certifies to the Company that the Purchaser:


 


		(i)	is purchasing the Shares as principal;



 


		(ii)	is resident in or is subject to
                                         the laws of the Province of British Columbia;is an “accredited investor”
                                         (as defined in National Instrument 45-106 – Prospectus and Registration Exemptions)
                                         by virtue of being a person, other than an individual or investment fund,
                                         that has net assets of at least CAD$5,000,000 as shown on its most recently prepared
                                         financial statements and that has not been created
                                         or used solely to purchase or hold securities (including the Shares) as an accredited
                                         investor;



 


		(iii)	has not been provided with an offering memorandum (as such term is defined in applicable Canadian
securities laws) in connection with the purchase of the Shares, and is relying solely on the Company’s filing with the Commission;



 


		(iv)	agrees and understands that (i) the Company is not a “reporting issuer” (as such term
is defined under applicable Canadian securities laws) in any province or territory of Canada, (ii) the distribution of the Shares
to the Purchaser is being made on a private placement basis only and is exempt from the requirement that the Company prepare and
file a prospectus with the Canadian securities regulatory authorities, (iii) any resale of the Shares must be made in accordance
with applicable Canadian securities laws, which may require resales to be made in accordance with exemptions from the prospectus
requirements of Canadian securities laws, pursuant to a discretionary exemption therefrom or in a transaction not otherwise subject
to such requirements (which Canadian resale restrictions may in some circumstances apply to resales of the Shares made outside
of Canada);



 


		(v)	will comply with applicable Canadian securities laws in connection with any resale or transfer
of the Shares and, if requested by the Company in connection with any transfer of the Shares, the Purchaser will provide such evidence,
which may include an opinion of Canadian legal counsel, that is satisfactory to the Company confirming that such resale or transfer
complies with the requirements of Canadian securities laws;



 


		(vi)	is not an "insider" (within the meaning of applicable Canadian securities laws) of the
Company and is not registered as a dealer, adviser or otherwise under the applicable Canadian securities laws; and



 


		(vii)	is purchasing the Shares from the Company and is dealing directly with the Company in connection
with such purchase.



 




    	 



    	 



    

 


Important Information
Regarding the Collection of Personal Information


 


The Company is required to file a report of trade with all applicable
securities regulatory authorities containing personal information about the Purchaser and, if applicable, any disclosed beneficial
purchaser of the Shares. The Purchaser acknowledges that it has been notified by the Company:


 


		(i)	of such delivery of a report of trade containing the full name, residential address and telephone
number of each Purchaser or disclosed beneficial purchaser, the number and type of Shares purchased, the total purchase price paid
for such Shares, the date of the purchase and the prospectus exemption relied upon under applicable securities laws to complete
such purchase;



 


		(ii)	that information concerning the Purchaser will be disclosed to the British Columbia Securities
Commission (“BCSC”) and may become available to the public in accordance with the requirements of applicable
securities and freedom of information laws and the Purchaser consents to the disclosure of the information;



 


		(iii)	that this information is collected indirectly by the BCSC under the authority granted to
it under, and for the purposes of the administration and enforcement of, securities legislation and, by purchasing the Shares,
the Purchaser shall be deemed to have authorized such indirect collection of personal information by the BCSC; and



 


		(iv)	that questions about such indirect collection of information by the BCSC should be directed to
the following telephone numbers (604) 899-6500 or 1-800-373-6393 (toll free access across Canada) or by facsimile at (604) 899-6581
or in person or writing at P.O. Box 10142, Pacific Centre, 701 West Georgia Street, Vancouver, British Columbia, V7Y.



 


By completing this certificate, the Purchaser authorizes
the indirect collection of this information by each applicable securities regulatory authority or regulator and acknowledges that
such information is made available to the public under applicable securities legislation. 


 


Certified at _________________, on this _____ day of
_______, 201___.


 


	 	[Purchaser Name]
	 	 
	 	By:	 
	 	Name:
	 	Title: