Exhibit 10.3


 


PERSHING GOLD CORPORATION


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION
RIGHTS AGREEMENT (the “Agreement”), dated as of October 15, 2014, is made by and between Pershing
Gold Corporation, a Nevada corporation (the “Company”) and the undersigned investor (the “Investor”).


 


RECITALS


 


WHEREAS, in
connection with that certain Subscription Agreement of even date herewith by and between the Company and the Investor (the “Subscription
Agreement”) and that certain Share Purchase Agreement of even date herewith by and between the Company and the Investor
(the “Purchase Agreement”), the Investor purchased from the Company __________ shares (the “Shares”)
of common stock, par value $0.0001 per share, of the Company (“Common Stock”).


 


WHEREAS, to
induce the Investor to purchase the Shares, the Company has agreed to grant the Investor certain rights with respect to registration
of Registrable Securities under the Securities Act pursuant to the terms of this Agreement.


 


AGREEMENT


 


NOW, THEREFORE,
the Company and the Investor hereby covenant and agree as follows:


 


1.          Recitals.
The recitals set forth above are true and correct and are incorporated herein by reference.


 


2.          Certain
Definitions. As used in this Agreement, the following terms shall have the following respective meanings:


 


“Agreement”
shall have the meaning set forth in the Preamble hereof.


 


“Automatic
Registration Statement” shall have the meaning set forth in Section 3(a) of this Agreement.


 


“Canadian
Legend” shall have the meaning set forth in the Share Purchase Agreement.


 


“Closing
Date” means the date on which the Investor purchased the Shares from the Company.


 


“Commission”
shall mean the Securities and Exchange Commission, or any other federal agency at the time administering the Securities Act.


 


“Common Stock”
shall have the meaning set forth in the Preamble hereof.


 


“Company”
shall have the meaning set forth in the Preamble hereof.


 




    	 



    	 



    

 


“Effectiveness
Date” shall mean that date which is sixty (60) days following the Filing Date (in case of a no SEC review) or one
hundred thirty-five (135) days following the Filing Date (in the case of an SEC review). 


 


“Delay Period”
shall have the meaning set forth in Section 3(b) of this Agreement.


 


“Effectiveness
Period” shall have the meaning set forth in Section 3(a)
of this Agreement.


 


“End of Suspension
Notice” shall have the meaning set forth in Section 3(c) of this Agreement.


 


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended. 


 


“Filing Date”
shall mean with respect to the Automatic Registration Statement required hereunder, that date which is forty-five (45) days following
the Closing Date and, with respect to any additional Registration Statements which may be required herein, the earliest practical
date on which the Company is permitted by SEC Guidance to file such additional Registration Statement related to the Registrable
Securities.


 


“Investor”
shall have the meaning set forth in the Preamble hereof.


 


“Piggyback
Registration” shall have the meaning set forth in Section 4(a) of this Agreement.


 


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the
terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments
and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to
be incorporated by reference in such Prospectus.


 


“Purchase
Agreement” shall have the meaning set forth in the Preamble hereof.


 


“Register,”
“registered” and “registration” each shall refer to a registration of the Registrable
Securities effected by preparing and filing a Registration Statement or statements or similar documents in compliance with the
Securities Act and the declaration or ordering of effectiveness of such Registration Statement or document by the Commission.


 


“Registrable
Securities” shall mean (a) all Shares, and (b) any securities issued or then issuable upon any stock split, dividend
or other distribution, recapitalization or similar event with respect to the foregoing provided, however, that any such Registrable
Securities shall cease to be Registrable Securities (i) when subject to an effective Registration Statement under the Securities
Act as provided for hereunder for so long as that Registration Statement remains effective, (ii) upon any sale pursuant to a Registration
Statement or Rule 144 under the Securities Act or (iii) at such time such securities become eligible for resale without current
public information pursuant to Rule 144(c).


 




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“Registration
Statement” means any registration statement required to be filed hereunder pursuant to Sections 3 or 4 and any additional
registration statements contemplated herein, including (in each case) the Prospectus, amendments and supplements to any such registration
statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference
or deemed to be incorporated by reference in any such registration statement.


 


“Rule 415”
means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time
to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.


 


“SEC Guidance”
means (i) any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff and (ii)
the Securities Act.


 


“Securities
Act” shall mean the Securities Act of 1933, as amended.


 


“Selling
Stockholder Questionnaire” shall have the meaning set forth in Section 5(a) of this Agreement.


 


“Shares”
shall have the meaning set forth in the Preamble hereof.


 


“Subscription
Agreement” shall have the meaning set forth in the Preamble hereof.


 


“Suspension
Event” shall have the meaning set forth in Section 3(c) of this Agreement.


 


“Suspension
Notice” shall have the meaning set forth in Section 3(c) of this Agreement.


 


Capitalized terms used
but not defined herein shall have the meanings set forth in the Subscription Agreement.


 




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3.             Automatic
Registration.


 


(a)          On
or prior to the Filing Date, the Company shall prepare and file with the Commission a registration statement (the “Automatic
Registration Statement”) covering the resale of all of the Registrable Securities for an offering to be made on a
continuous basis pursuant to Rule 415. The Automatic Registration Statement required hereunder shall be on Form S-1 or Form S-3,
as applicable, and shall contain substantially the “Plan of Distribution” attached hereto as Annex A. 
Subject to the terms of this Agreement, the Company shall use its reasonable best efforts to cause the Automatic Registration Statement
to be declared effective under the Securities Act as promptly as possible after the filing thereof, but in any event not later
than the Effectiveness Date, and shall use its best efforts to keep the Automatic Registration Statement continuously effective
under the Securities Act until the earlier of (i) the date when all Registrable Securities covered by the Registration Statement
have been sold thereunder or pursuant to Rule 144 or (ii) the date when all Registrable Securities covered by the Registration
Statement may be sold by non-affiliates of the Company without current public information pursuant to Rule 144(c) (the “Effectiveness
Period”). The maximum amount of Registrable Securities that may be included in the Automatic Registration Statement
at any one time shall be limited by Rule 415 as required by the Commission. In the event that there is a limitation by the Commission
on the number of Registrable Securities that may be included for registration at one time, the Company shall promptly so advise
the Investor and use its best efforts to file an additional Automatic Registration Statement covering such ineligible Registrable
Securities, on a pro-rata basis, within 30 days of the date such securities become eligible and cause such Automatic Registration
Statement to be declared effective by the Commission as soon as reasonably practicable.


 


(b)          Notwithstanding
anything to the contrary set forth herein, the Company shall have the right to delay the filing of any such Registration Statement
for a period not in excess of 60 consecutive days and no more than 90 days in any consecutive 12-month period (a “Delay
Period”), if the Company is pursuing a public offering of securities and the underwriter recommends a Delay Period.


 


(c)          In
the case of an event that causes the Company to suspend the use of a Registration Statement (a “Suspension Event”),
the Company shall give written notice (a “Suspension Notice”) to the Investor to suspend sales of the
Registrable Securities included in the Registration Statement and such notice shall continue only for so long as the Suspension
Event or its effect is continuing. The Investor shall not effect any sales of the Registrable Securities pursuant to such Registration
Statement (or such filings) at any time after it has received a Suspension Notice from the Company and prior to receipt of an End
of Suspension Notice (as defined below) with respect to such Registration Statement. The Investor may recommence effecting sales
of the Registrable Securities pursuant to such Registration Statement (or such filings) following further notice to such effect
(an “End of Suspension Notice”) from the Company, which End of Suspension Notice shall be given by the
Company to the Investors in the manner described above promptly following the conclusion of any Suspension Event and its effect.


 




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(d)          If:
(i) the Automatic Registration Statement is not filed on or prior to its Filing Date (if the Company files the Automatic Registration
Statement without affording the Holders the opportunity to review and comment on the same as required by Section 5(a) herein, the
Company shall be deemed to have not satisfied this clause (i)), or (ii) a Registration Statement registering for resale all of
the Registrable Securities is not declared effective by the Commission within one hundred and thirty-five (135) days following
the Filing Date (unless the reason for such non-registration of all or any portion of the Registrable Securities is as a result
of SEC Guidance under Rule 415 or similar rule which limits the number of Registrable Securities which may be included in a registration
statement with respect to the Holders), (any such failure or breach being referred to as an “Event”,
and the Filing Date or the one hundred thirty-fifth day following the Filing Date with respect to which such failure or breach
occurred being referred to as an “Event Date”), then, in addition to any other rights the Investors may
have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the
applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Investor
$50,000.00, as partial liquidated damages and not as a penalty, The parties agree that the maximum aggregate liquidated damages
payable to an Investor under this Agreement shall be $300,000.00.  If the Company fails to pay any partial liquidated
damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate
of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Investor, accruing daily
from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The
partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior
to the cure of an Event. Notwithstanding the foregoing, no payments shall be owed (i) to any affiliate of the Company, (ii) with
respect to any period during which all of the holder’s Registrable Shares may be sold by such holder under Rule 144 without
the requirement for the Company to be in compliance with the current public information requirement under Rule 144, or (iii) in
circumstances described in Sections 3(c).


 


4.             Piggyback
Registrations.


 


(a)          With
respect to any Registrable Securities not otherwise included in the Automatic Registration Statement or any other Registration
Statement as a result of any limitation imposed by the Commission under Rule 415 (the “Excluded Registrable Securities”),
whenever the Company proposes to register (including, for this purpose, a registration effected by the Company for other shareholders)
any of its securities under the Securities Act (other than pursuant to (i) an Automatic Registration pursuant to Section 3 hereof
or (ii) registration pursuant to a registration statement on Form S-4 or S-8 or any successor forms thereto), and the registration
form to be used may be used for the registration of Registrable Securities (a “Piggyback Registration”),
the Company will give written notice to the holder of Excluded Registrable Securities of its intention to effect such a registration
and will, subject to the provisions of Subsection 4(b) hereof, include in such registration all Excluded Registrable Securities
with respect to which the Company has received a written request for inclusion therein within twenty (20) days after the receipt
of the Company’s notice.


 


(b)          If
a Piggyback Registration is an underwritten secondary registration on behalf of holders of the Company’s securities, and
the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included
in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the
offering, the Company will, if permitted by all applicable agreements, include in such registration a pro rata share of Excluded
Registrable Securities requested to be included in such Registration Statement as calculated by dividing the number of Excluded
Registrable Securities requested to be included in such Registration Statement by the number of the Company’s securities
requested to be included in such Registration Statement by all selling security holders. In such event, the holder of Excluded
Registrable Securities shall continue to have registration rights under this Agreement with respect to any Excluded Registrable
Securities not so included in such Registration Statement.


 




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(c)          Notwithstanding
the foregoing, if, at any time after giving a notice of Piggyback Registration and prior to the effective date of the Registration
Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration
of such securities, the Company may, at its election, give written notice of such determination to each record holder of Excluded
Registrable Securities and, following such notice, (i) in the case of a determination not to register, shall be relieved of its
obligation to register any Excluded Registrable Securities in connection with such registration, and (ii) in the case of determination
to delay registering, shall be permitted to delay registering any Excluded Registrable Securities for the same period as the delay
in registering such other securities.


 


5.             Registration
Procedures. If and whenever the Company is required to effect the registration of any Registrable Securities pursuant to this
Agreement, the Company will:


 


(a)          not
less than four (4) trading days prior to the filing of each Registration Statement and not less than one (1) trading day prior
to the filing of any related Prospectus or any amendment or supplement thereto (including any document that would be incorporated
or deemed to be incorporated therein by reference), and subject, if appropriate, to the relevant parties’ entry into a customary
agreement to maintain the confidentiality of any non-public information provided (a “Confidentiality Agreement”)
or the Company may excise any information which would constitute material non-public information regarding the Company, the Company
shall (i) furnish to one counsel on behalf of all sellers of Registrable Securities copies of all such documents proposed to be
filed, which documents (other than those incorporated or deemed to be incorporated by reference) will be subject to the review
of such sellers, and (ii) cause its officers and directors, counsel and independent registered public accountants to respond to
such inquiries as shall be necessary, in the reasonable opinion of counsel to the sellers of Registrable Securities, to conduct
a reasonable investigation within the meaning of the Securities Act. Notwithstanding the above, the Company shall not be obligated
to provide each seller of Registrable Securities advance copies of any universal shelf registration statement registering securities
in addition to those required hereunder, or any Prospectus prepared thereto.


 


(b)          prepare
and file with the Commission the Registration Statement with respect to such Registrable Securities and use its best efforts to
cause such Registration Statement to become effective in an expeditious manner;


 


(c)          (i)
prepare and file with the Commission such amendments, including post-effective amendments, to a Registration Statement and the
Prospectus used in connection therewith as may be necessary to keep a Registration Statement continuously effective as to the applicable
Registrable Securities for the Effectiveness Period, (ii) cause the related Prospectus to be amended or supplemented by any required
Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended, to be filed pursuant to Rule
424, (iii) respond as promptly as reasonably possible to any comments received from the Commission with respect to a Registration
Statement or any amendment thereto and provide as promptly as reasonably possible to one counsel for all sellers of Registrable
Securities true and complete copies of all correspondence from and to the Commission relating to a Registration Statement (provided
that, the Company may either obtain a Confidentiality Agreement from Investors or excise any information contained therein which
would constitute material non-public information regarding the Company), and (iv) comply in all material respects with the applicable
provisions of the Securities Act and the Exchange Act, with respect to the disposition of all Registrable Securities covered by
a Registration Statement during the applicable period in accordance (subject to the terms of this Agreement) with the intended
methods of disposition by each seller of Registrable Securities thereof set forth in such Registration Statement as so amended
or in such Prospectus as so supplemented.


 




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(d)          if
during the Effectiveness Period the number of Registrable Securities at any time exceeds 100% of the number of shares of Common
Stock then registered in a Registration Statement, then the Company shall file as soon as reasonably practicable, but in any case
prior to the applicable Filing Date, an additional Registration Statement covering the resale by the Investor of not less than
the number of such Registrable Securities.


 


(e)          furnish
to each seller of Registrable Securities and to each underwriter such number of copies of the Registration Statement and the Prospectus
included therein (including each preliminary prospectus) as such persons reasonably may request in order to facilitate the intended
disposition of the Registrable Securities covered by such Registration Statement;


 


(f)          use
its commercially reasonable efforts (i) to register or qualify the Registrable Securities covered by such Registration Statement
under the state securities or “blue sky” laws of such jurisdictions as the sellers of Registrable Securities or, in
the case of an underwritten public offering, the managing underwriter, reasonably shall request, (ii) to prepare and file in those
jurisdictions such amendments (including post-effective amendments) and supplements, and take such other actions, as may be necessary
to maintain such registration and qualification in effect at all times for the period of distribution contemplated thereby and
(iii) to take such further action as may be necessary or advisable to enable the disposition of the Registrable Securities in such
jurisdictions, provided, that the Company shall not for any such purpose be required to qualify generally to transact business
as a foreign corporation in any jurisdiction where it is not so qualified or to consent to general service of process in any such
jurisdiction;


 


(g)          use
its commercially reasonable efforts to list the Registrable Securities covered by such Registration Statement with any securities
exchange on which the Common Stock of the Company is then listed;


 


(h)          immediately
notify each seller of Registrable Securities and each underwriter under such Registration Statement, at any time when a Prospectus
relating thereto is required to be delivered under the Securities Act, of the happening of any event of which the Company has knowledge
as a result of which the Prospectus contained in such Registration Statement, as then in effect, includes any untrue statement
of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein
not misleading in light of the circumstances then existing and promptly amend or supplement such Registration Statement to correct
any such untrue statement or omission;


 




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(i)          promptly
notify each seller of Registrable Securities of the issuance by the Commission of any stop order suspending the effectiveness of
the Registration Statement or the initiation of any proceedings for that purpose and make every reasonable effort to prevent the
issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible time;


 


(j)          if
the offering is an underwritten offering, enter into a written agreement with the managing underwriter selected in the manner herein
provided in such form and containing such provisions as are usual and customary in the securities business for such an arrangement
between such underwriter and companies of the Company’s size and investment stature, including, without limitation, customary
indemnification and contribution provisions;


 


(k)          if
the offering is an underwritten offering, at the request of any Investor, furnish to such Investor on the date that Registrable
Securities are delivered to the underwriters for sale pursuant to such offering: (i) a copy of an opinion, dated such date, of
counsel representing the Company for the purposes of such registration, addressed to the underwriters, stating that such Registration
Statement has become effective under the Securities Act and that (A) to the knowledge of such counsel, no stop order suspending
the effectiveness thereof has been issued and no proceedings for that purpose have been instituted or are pending or contemplated
under the Securities Act, (B) the Registration Statement, the related Prospectus and each amendment or supplement thereof comply
as to form in all material respects with the requirements of the Securities Act (except that such counsel need not express any
opinion as to financial statements or other financial, statistical or technical information, including without limitation information
regarding mineral reserves, mineralized material or resources, contained therein) and (C) to such other effects as reasonably may
be requested by counsel for the underwriters; and (ii) a copy of a letter dated such date from the independent public accountants
retained by the Company, addressed to the underwriters, stating that they are independent registered public accountants within
the meaning of the Securities Act and that, in the opinion of such accountants, the financial statements of the Company included
in the Registration Statement or the Prospectus, or any amendment or supplement thereof, comply as to form in all material respects
with the applicable accounting requirements of the Securities Act, and such letter shall additionally cover such other financial
matters (including information as to the period ending no more than five business days prior to the date of such letter) with respect
to such registration as such underwriters reasonably may request;


 


(l)          take
all actions reasonably necessary to facilitate the timely preparation and delivery of certificates (not bearing any legend (other
than the Canadian Legend) restricting the sale or transfer of such securities) representing the Registrable Securities sold pursuant
to the Registration Statement and to enable such certificates to be in such denominations and registered in such names as each
Investor or any underwriters may reasonably request; and


 


(m)          take
all other reasonable actions necessary to expedite and facilitate the registration of the Registrable Securities pursuant to the
Registration Statement.


 




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6.             Obligations
of Investor. The Investor shall furnish to the Company such information regarding such Investor, the number of Registrable
Securities owned and proposed to be sold by it, the intended method of disposition of such securities and any other information
as shall be required to effect the registration of the Registrable Securities, and cooperate with the Company in preparing the
Registration Statement and in complying with the requirements of the Securities Act. The Investor agrees to furnish to the Company
a completed questionnaire in the form attached to this Agreement as Annex B (a “Selling Stockholder Questionnaire”)
on a date that is not less than three trading days prior to the Filing.


 


7.             Expenses.


 


(a)          All
expenses incurred by the Company in complying with Sections 3, 4 and 5 including, without limitation, all registration and
filing fees (including the fees of the Commission and any other regulatory body with which the Company is required to file), printing
expenses, fees and disbursements of counsel and independent public accountants for the Company, fees and expenses (including counsel
fees) incurred in connection with complying with state securities or “blue sky” laws, and fees of transfer agents and
registrars are called “Registration Expenses.” All underwriting discounts and selling commissions applicable to the
sale of Registrable Securities are called “Selling Expenses.”


 


(b)          The
Company will pay all Registration Expenses in connection with any Registration Statement filed hereunder, and the Selling Expenses
in connection with each such Registration Statement shall be borne by the participating sellers in proportion to the number of
Registrable Securities sold by each or as they may otherwise agree.


 


(c)          Notwithstanding
anything herein to the contrary, at the request of any Investor, the Company shall employ its counsel at the Company’s expense
to promptly prepare any and all legal opinions necessary for the prompt removal of restrictive legends (other than the Canadian
Legend) from certificates representing Registrable Securities as, when and to the extent such legends may be removed in compliance
with the Securities Act and/or Rule 144.


 


8.             Indemnification
and Contribution.


 


(a)          In
the event of a registration of any of the Registrable Securities under the Securities Act pursuant to the terms of this Agreement,
the Company will indemnify and hold harmless and pay and reimburse, the Investor thereunder, each underwriter of such Registrable
Securities thereunder and each other person, if any, who controls such seller or underwriter within the meaning of the Securities
Act or the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which such Investor, underwriter
or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material
fact contained in any Registration Statement under which such Registrable Securities were registered under the Securities Act pursuant
hereto or any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out
of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading, or any violation or alleged violation of the Securities Act or any state securities
or “blue sky” laws and will reimburse each such Investor, each such underwriter and each such controlling person for
any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage,
liability or action; provided, that the Company will not be liable in any such case if and to the extent that any such loss, claim,
damage or liability arises out of or is based upon the Company’s reliance on an untrue statement or alleged untrue statement
or omission or alleged omission so made in conformity with information furnished by any such seller, any such underwriter or any
such controlling person in writing specifically for use in such Registration Statement or prospectus.


 




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(b)          In
the event of a registration of any of the Registrable Securities under the Securities Act pursuant hereto, each seller of such
Registrable Securities thereunder, severally and not jointly, will indemnify and hold harmless the Company, each person, if any,
who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the Registration Statement,
each director of the Company, each underwriter and each person who controls any underwriter within the meaning of the Securities
Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer, director, underwriter
or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities
(or actions in respect thereof) arise out of or are based upon reliance on any untrue statement or alleged untrue statement of
any material fact contained in the registration statement under which such Registrable Securities were registered under the Securities
Act pursuant hereto or any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof,
or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer, director, underwriter
and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending
any such loss, claim, damage, liability or action; provided that such seller will be liable hereunder in any such case if and only
to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such seller, as
such, furnished in writing to the Company by such seller specifically for use in such Registration Statement or prospectus; and
provided, further, that the liability of each seller hereunder shall be limited to the proceeds received by such seller from the
sale of Registrable Securities covered by such Registration Statement. Notwithstanding the foregoing, the indemnity provided in
this Section 8(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or expense if
such settlement is effected without the consent of such indemnified party and provided further, that the Company shall not be liable
in any such case pursuant to this Section 8 to the extent that any such loss, claim, damage or liability (or action in respect
thereof) arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in such
Registration Statement, which untrue statement or alleged untrue statement or omission or alleged omission is completely corrected
in an amendment or supplement to the Registration Statement and the undersigned indemnitees thereafter fail to deliver or cause
to be delivered such Registration Statement as so amended or supplemented prior to or concurrently with the sale of the Registrable
Securities to the person asserting such loss, claim, damage or liability (or actions in respect thereof) or expense after the Company
has furnished the undersigned with the same.


 




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(c)          Promptly
after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof,
but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified
party other than under this Section 8 and shall only relieve it from any liability which it may have to such indemnified
party under this Section 8 if and to the extent the indemnifying party is materially prejudiced by such omission. In case
any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof,
the indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense
thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified
party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified
party under this Section 8 for any legal expenses subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided that if the defendants
in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably
concluded based upon written advice of its counsel that there may be reasonable defenses available to it that are different from
or additional to those available to the indemnifying party or if the interests of the indemnified party reasonably may be deemed
to conflict with the interests of the indemnifying party, the indemnified party shall have the right to select a separate counsel
and to assume such legal defenses and otherwise to participate in the defense of such action, with the expenses and fees of such
separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred.


 


(d)          In
order to provide for just and equitable contribution to joint liability under the Securities Act in any case in which either (i)
any holder of Registrable Securities exercising rights under this Agreement, or any controlling person of any such holder, makes
a claim for indemnification pursuant to this Section 8 but it is judicially determined (by the entry of a final judgment
or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal)
that such indemnification may not be enforced in such case notwithstanding the fact that this Section 8 provides for indemnification
in such case, or (ii) contribution under the Securities Act may be required on the part of any such selling holder or any such
controlling person in circumstances for which indemnification is provided under this Section 8; then, and in each such case,
the Company and such holder will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject
(after contribution from others) in such proportion so that such holder is responsible for the portion represented by the percentage
that the public offering price of its Registrable Securities offered by the Registration Statement bears to the public offering
price of all securities offered by such Registration Statement, and the Company is responsible for the remaining portion; provided,
that, in any such case, (A) no such holder will be required to contribute any amount in excess of the public offering price of
all such Registrable Securities offered by it pursuant to such Registration Statement and (B) no person or entity guilty of fraudulent
misrepresentation (within the meaning of Section 12(f) of the Securities Act) will be entitled to contribution from any person
or entity who was not guilty of such fraudulent misrepresentation.


 


9.             Changes
in Capital Stock. If, and as often as, there is any change in the capital stock of the Company by way of a stock split, stock
dividend, combination or reclassification, or through a merger, consolidation, reorganization or recapitalization, or by any other
means, appropriate adjustment shall be made in the provisions hereof so that the rights and privileges granted hereby shall continue
as so changed.


 




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10.           Representations
and Warranties of the Company. The Company represents and warrants to the Investor as follows:


 


(a)          The
execution, delivery and performance of this Agreement by the Company have been duly authorized by all requisite corporate action
and will not violate any provision of law, any order of any court or other agency of government, the Articles of Incorporation
or Bylaws of the Company or any provision of any indenture, agreement or other instrument to which it or any or its properties
or assets is bound, conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under
any such indenture, agreement or other instrument or result in the creation or imposition of any lien, charge or encumbrance of
any nature whatsoever upon any of the properties or assets of the Company or its subsidiaries.


 


(b)          This
Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company,
enforceable in accordance with its terms, subject to any applicable bankruptcy, insolvency or other laws affecting the rights of
creditors generally and to general equitable principles and the availability of specific performance.


 


11.           Rule
144 Requirements. The Company agrees to:


 


(a)          for
so long as the Investor owns Shares or any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization
or similar event with respect to the foregoing make and keep current public information about the Company available, as those terms
are understood and defined in Rule 144 under the Securities Act and timely make all filings with the Commission as necessary to
maintain the availability of Rule 144 to the extent required by the provisions of Rule 144(i);


 


(b)          use
its best efforts to file with the Commission in a timely manner all reports and other documents required of the Company under the
Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements);


 


(c)          as
long as Investor owns Registrable Securities, if the Company is not required to file reports pursuant to the Exchange Act, prepare
and furnish to Investor and make publicly available in accordance with Rule 144(c) such information as is required for the Investor
to sell the Registrable Securities under Rule 144;


 


(d)          furnish
to any Investor upon request (i) a written statement by the Company as to its compliance with the reporting requirements of Rule
144 and of the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), (ii)
a copy of the most recent annual or quarterly report of the Company, and (iii) such other reports and documents of the Company
as such holder may reasonably request to avail itself of any similar rule or regulation of the Commission allowing it to sell any
such securities without registration; and


 


(e)          use
its commercially reasonable efforts to cause its counsel at the Company’s expense to promptly prepare any and all legal opinions
necessary for the prompt removal of restrictive legends (other than the Canadian Legend) from certificates representing Registrable
Securities as, when and to the extent such legends may be removed in compliance with the Securities Act and/or Rule 144.


 




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12.           Termination.
All of the Company’s obligations to register Registrable Shares under Sections 3, 4, and 5 hereof shall terminate
upon the date on which the Investor holds no Registrable Securities or all of the Registrable Securities are eligible for resale
without restrictions pursuant to Rule 144, as determined by counsel to the Company pursuant to a written opinion letter to such
effect, addressed and acceptable to the Company’s transfer agent and the Investor.


 


13.           Miscellaneous.


 


(a)          All
covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit
of the respective successors and assigns of the parties hereto (including without limitation transferees of any Registrable Securities),
whether so expressed or not.


 


(b)          All
notices, requests, consents and other communications hereunder shall be in writing and shall be delivered in person, mailed by
certified mail, return receipt requested, postage prepaid, addressed or sent by a nationally recognized overnight courier service:
(i) if to the Company, at Pershing Gold Corporation, 1658 Cole Boulevard, Building 6, Suite 200, Lakewood, Colorado 80401, Attn:
Stephen Alfers, President & CEO; and (ii) if to any holder of Registrable Securities, to such holder at such address as may
have been furnished to the Company or its counsel in writing by such holder; or, in any case, at such other address or addresses
as shall have been furnished, in writing to the Company or its counsel (in the case of a holder of Registrable Securities) or to
the holders of Registrable Securities (in the case of the Company) in accordance with the provisions of this paragraph. Any notice
or other communication or deliveries hereunder shall be deemed given and effective upon actual receipt by the party or at the address
of the party to whom such notice is required to be given.


 


(c)          This
Agreement shall be governed by and construed under the laws of the State of New York, without giving effect to principles of conflicts
of laws. The Company and Investor (i) agree that any legal suit, action or proceeding arising out of or relating to this Agreement
shall be instituted exclusively in in New York State Supreme Court, County of New York, or in the United States District Court
for the Southern District of New York, (ii) waive any objection which the Company or Investor may have now or hereafter to the
venue of any such suit, action or proceeding, and (iii) irrevocably consent to the jurisdiction of any such federal or state court
in any such suit, action or proceeding. The Company and Investor further agree to accept and acknowledge service of any and all
process which may be served in any such suit, action or proceeding and agree that service of process upon the Company or Investor
mailed by certified mail, return receipt requested, postage prepaid, to, in the case of the Company, the Company’s address,
and in the case of the Investor, to the Investor’s address as set forth on the Company’s books and records, shall be
deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding. THE PARTIES HERETO
AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT
OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY.


 




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(d)          In
the event of a breach by the Company or by the Investor of any of their obligations under this Agreement, the Investor or the Company,
as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery
of damages, will be entitled to specific performance of its rights under this Agreement. The Company and the Investor agree that
monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions
of this Agreement and each of them hereby further agrees that, in the event of any action for specific performance in respect of
such breach, it shall waive the defense that a remedy at law would be adequate.


 


(e)          This
Agreement may not be amended or modified without the written consent of the Company and the Investor.


 


(f)          Failure
of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or
remedy, shall not operate as a waiver thereof. No waiver shall be effective unless and until it is in writing and signed by the
party granting the waiver.


 


(g)          This
Agreement may be executed in two or more counterparts (including by facsimile or .pdf transmission) each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument. This Agreement, once executed by a party,
may be delivered to the other party hereto by facsimile transmission or sent by electronic mail of a copy of this Agreement bearing
the signature of the party so delivering this Agreement.


 


(h)          If
any provision of this Agreement shall be held to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability
shall attach only to such provision and shall not in any manner affect or render illegal, invalid or unenforceable any other provision
of this Agreement, and this Agreement shall be carried out as if any such illegal, invalid or unenforceable provision were not
contained herein.


 


(i)          This
Agreement constitutes the entire agreement between the Company and the Investor relative to the subject matter hereof and supersedes
in its entirety any and all prior agreements, understandings and discussions with respect thereto.


 


(j)          The
headings of the sections of this Agreement are for convenience and shall not by themselves determine the interpretation of this
Agreement.


 


[Signature Page Follows]


 




    	-14-



    	 



    

 


Signature Page to the Registration Rights
Agreement


 


IN WITNESS WHEREOF,
the parties hereto have executed this Registration Rights Agreement as of the date set forth in the first paragraph hereof.


 


COMPANY:


 


PERSHING GOLD CORP.


 


	By: 	 	 
	 	Name:	 
	 	Title:	 


 


INVESTOR


 


[Investor Name]


 


	By: 	 	 
		Name:	 
		Title:	 


 




    	-15-



    	 



    

 


Annex A


Form of


Plan of Distribution


 


Each Selling Stockholder
(the “Selling Stockholders”) of the securities and any of their pledgees, assignees and successors-in-interest
may, from time to time, sell any or all of their securities covered hereby on the OTCQB or any other stock exchange, market or
trading facility on which the securities are traded or in private transactions.  These sales may be at fixed or negotiated
prices.  A Selling Stockholder may use any one or more of the following methods when selling securities:


 


		·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;



 


		·	block trades in which the broker-dealer will attempt to sell the securities as agent but may position
and resell a portion of the block as principal to facilitate the transaction;



 


		·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;



 


		·	an exchange distribution in accordance with the rules of the applicable exchange;



 


		·	privately negotiated transactions;



 


		·	settlement of short sales entered into after the effective date of the registration statement of
which this prospectus is a part;



 


		·	in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified
number of such securities at a stipulated price per security;



 


		·	through the writing or settlement of options or other hedging transactions, whether through an
options exchange or otherwise;



 


		·	a combination of any such methods of sale; or



 


		·	any other method permitted pursuant to applicable law.



 


The Selling Stockholders
may also sell securities under Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”),
if available, rather than under this prospectus.


 


Broker-dealers engaged
by the Selling Stockholders may arrange for other brokers-dealers to participate in sales.  Broker-dealers may receive
commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities,
from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an
agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal
transaction a markup or markdown in compliance with FINRA IM-2440.


 




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In connection with
the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers
or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions
they assume.  The Selling Stockholders may also sell securities short and deliver these securities to close out their
short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities.  The Selling
Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one
or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered
by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as
supplemented or amended to reflect such transaction).


 


The Selling Stockholders
and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within
the meaning of the Securities Act in connection with such sales.  In such event, any commissions received by such broker-dealers
or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act.  Each Selling Stockholder has informed the Company that it does not have any written or oral
agreement or understanding, directly or indirectly, with any person to distribute the securities. In no event shall any broker-dealer
receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).


 


The Company is required
to pay certain fees and expenses incurred by the Company incident to the registration of the securities.  The Company
has agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities
under the Securities Act.


 


Because Selling Stockholders
may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus
delivery requirements of the Securities Act including Rule 172 thereunder.  In addition, any securities covered by this
prospectus which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than under this
prospectus. The Selling Stockholders have advised us that there currently is no underwriter or coordinating broker acting in connection
with the proposed sale of the resale securities by the Selling Stockholders.


 


We agreed to keep this
prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders without
registration and without current public information pursuant to Rule 144(c), or (ii) all of the securities have been sold pursuant
to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect.  The resale securities will
be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition,
in certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale
in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.


 




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Under applicable rules
and regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously
engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation
M, prior to the commencement of the distribution.  In addition, the Selling Stockholders will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of
purchases and sales of securities of the common stock by the Selling Stockholders or any other person.  We will make
copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus
to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).


 




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