Mudrick Capital Acquisition Corp Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • January 26th, 2018 • Mudrick Capital Acquisition Corp • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2018, by and between Mudrick Capital Acquisition Corporation, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).

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UNDERWRITING AGREEMENT between MUDRICK CAPITAL ACQUISITION CORPORATION and CANTOR FITZGERALD & CO. Dated: February 7, 2018 MUDRICK CAPITAL ACQUISITION CORPORATION UNDERWRITING AGREEMENT
Underwriting Agreement • February 13th, 2018 • Mudrick Capital Acquisition Corp • Blank checks • New York

The undersigned, Mudrick Capital Acquisition Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows. To the extent there is only one Underwriter, the term Underwriters shall mean the Underwriter.

WARRANT AGREEMENT
Warrant Agreement • October 6th, 2020 • Hycroft Mining Holding Corp • Gold and silver ores • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of October 6, 2020, is by and between Hycroft Mining Holding Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • February 13th, 2018 • Mudrick Capital Acquisition Corp • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 7, 2018, by and between Mudrick Capital Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

Mudrick Capital Acquisition Corporation New York, NY 10022
Mudrick Capital Acquisition Corp • January 16th, 2018 • Blank checks • New York

This agreement (the “Agreement”) is entered into on September 25, 2017 by and between Mudrick Capital Acquisition Holdings LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Mudrick Capital Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:

Mudrick Capital Acquisition Corporation New York, NY 10022
Letter Agreement • February 13th, 2018 • Mudrick Capital Acquisition Corp • Blank checks • New York

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Mudrick Capital Acquisition Corporation, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration st

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 13th, 2018 • Mudrick Capital Acquisition Corp • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 7, 2018, is made and entered into by and among Mudrick Capital Acquisition Corporation, a Delaware corporation (the “Company”), Mudrick Capital Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co. (“Cantor”) and each of the undersigned individuals (together with the Sponsor, Cantor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).

WARRANT AGREEMENT
Warrant Agreement • June 4th, 2020 • Hycroft Mining Holding Corp • Gold and silver ores • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 29, 2020, is by and between Hycroft Mining Holding Corporation f/k/a Mudrick Capital Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • January 26th, 2018 • Mudrick Capital Acquisition Corp • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 15, 2018 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Mudrick Capital Acquisition Corporation, a Delaware corporation (the “Company”), and Mudrick Capital Acquisition Holdings LLC, a Delaware limited liability company (the “Purchaser”).

WARRANT AGREEMENT
Warrant Agreement • September 29th, 2020 • Hycroft Mining Holding Corp • Gold and silver ores • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of October [], 2020, is by and between Hycroft Mining Holding Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

Mudrick Capital Acquisition Corporation New York, NY 10022
Letter Agreement • February 13th, 2018 • Mudrick Capital Acquisition Corp • Blank checks • New York

This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Mudrick Capital Acquisition Corporation, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. (the “Representative”) as representative of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one redeemable warrant. Each Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration st

EMPLOYMENT AGREEMENT
Employment Agreement • January 12th, 2021 • Hycroft Mining Holding Corp • Gold and silver ores • Delaware

THIS EMPLOYMENT AGREEMENT (this “Agreement”), effective as of this 11th day of January, 2021, is made by and between Hycroft Mining Holding Corporation, a Delaware corporation (the “Company”) and John William Henris (the “Executive”).

INDEMNIFICATION AGREEMENT by and between HYCROFT MINING HOLDING CORPORATION and Dated as of May 29, 2020 INDEMNIFICATION AGREEMENT
Indemnification Agreement • June 4th, 2020 • Hycroft Mining Holding Corp • Gold and silver ores • Delaware

INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of May 29, 2020, by and between Hycroft Mining Holding Corporation, a Delaware corporation (the “Company”), and [___], a natural person (“Indemnitee”).

HYCROFT MINING CORPORATION RESTRICTED STOCK UNIT AGREEMENT (PERFORMANCE- VESTING)
Restricted Stock Unit Agreement • June 4th, 2020 • Hycroft Mining Holding Corp • Gold and silver ores • Colorado

THIS AGREEMENT (the “Agreement”) is made and entered into as of this 20th day of February, 2019 (the “Grant Date”) by and between Hycroft Mining Corporation, a Delaware corporation (the “Corporation”), and Stephen M. Jones (the “Participant”), pursuant to the Hycroft Mining Corporation Performance and Incentive Pay Plan (the “Plan”). This Agreement and the award contained herein are subject to the terms and conditions set forth in the Plan, which are incorporated by reference herein, and the following terms and conditions. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Plan.

UNDERWRITING AGREEMENT
Underwriting Agreement • October 2nd, 2020 • Hycroft Mining Holding Corp • Gold and silver ores • New York
●] Shares HYCROFT MINING HOLDING CORPORATION Class A Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • September 1st, 2020 • Hycroft Mining Holding Corp • Gold and silver ores • New York
HYCROFT MINING HOLDING CORPORATION RESTRICTED STOCK UNIT AGREEMENT (TIME- VESTING)
Restricted Stock Unit Agreement • January 12th, 2021 • Hycroft Mining Holding Corp • Gold and silver ores • Colorado

THIS AGREEMENT (the “Agreement”) is made and entered into as of this __th day of ______, 202_, by and between Hycroft Mining Holding Corporation, a Delaware corporation (the “Corporation”), and _________________ (the “Participant”), pursuant to the HYMC 2020 Performance and Incentive Pay Plan (the “Plan”). This Agreement and the award contained herein are subject to the terms and conditions set forth in the Plan, which are incorporated by reference herein, and the following terms and conditions. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Plan.

MUDRICK CAPITAL ACQUISITION CORPORATION
Mudrick Capital Acquisition Corp • February 13th, 2018 • Blank checks • New York

This letter agreement by and between Mudrick Capital Acquisition Corporation (the “Company”) and Mudrick Capital Acquisition Holdings LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):

EMPLOYMENT AGREEMENT
Employment Agreement • April 12th, 2024 • Hycroft Mining Holding Corp • Gold and silver ores • Delaware

THIS EMPLOYMENT AGREEMENT (this “Agreement”), effective as of this 10th day of April, 2024, is made by and between Hycroft Mining Holding Corporation, a Delaware corporation (the “Company”) and Stanton K. Rideout (the “Employee”).

WARRANT AGREEMENT
Warrant Agreement • March 31st, 2022 • Hycroft Mining Holding Corp • Gold and silver ores • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 14, 2022, is by and between Hycroft Mining Holding Corporation, a Delaware corporation (the “Company”), and 2176423 Ontario Ltd., an Ontario corporation (such entity, or its successors or permitted assignees, a “Holder”).

HYCROFT MINING HOLDING CORPORATION [●] Units UNDERWRITING AGREEMENT
Underwriting Agreement • September 29th, 2020 • Hycroft Mining Holding Corp • Gold and silver ores • New York
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Subscription Agreement
Subscription Agreement • March 15th, 2022 • Hycroft Mining Holding Corp • Gold and silver ores • Delaware

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 14th day of March, 2022, by and between Hycroft Mining Holding Corporation, a Delaware corporation (the “Company”), and the undersigned (“Subscriber” or “you”).

AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MAY 29, 2020 Between: HYCROFT MINING HOLDING CORPORATION, as Borrower - and - MUDS ACQUISITION SUB, INC., MUDS HOLDCO, INC., HYCROFT RESOURCES & DEVELOPMENT, LLC and ALLIED VGH LLC as Guarantors - and...
Credit Agreement • June 4th, 2020 • Hycroft Mining Holding Corp • Gold and silver ores • Ontario

(hereinafter referred to as “Allied VGH”, and together with MUDS Holdco, MUDS Acquisition and Hycroft Resources, the “Original Guarantors”)

Amendment to Subscription Agreement
Subscription Agreement • June 4th, 2020 • Hycroft Mining Holding Corp • Gold and silver ores • Delaware

This Amendment (this “Amendment”), dated as of May 28, 2020, to that certain Subscription/Backstop Agreement, made and entered into as of January 13, 2010 (the “Subscription Agreement”), is by and between Mudrick Capital Acquisition Corporation, a Delaware corporation (the “Company”), and the undersigned (“Subscriber”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Subscription Agreement.

PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT
Private Placement Warrants Purchase Agreement • January 26th, 2018 • Mudrick Capital Acquisition Corp • Blank checks • New York

THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of January 16, 2018 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between Mudrick Capital Acquisition Corporation, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., a New York general partnership (the “Purchaser”).

consulting agreement
Consulting Agreement • July 2nd, 2020 • Hycroft Mining Holding Corp • Gold and silver ores • Colorado

This Consulting Agreement (this “Agreement”) is made and entered into as of this 1st day of July, 2020, by and among Hycroft Mining Holding Corporation, a Delaware corporation (“HYMC”), and Randy Buffington, an individual (“Consultant”).

HYCROFT MINING CORPORATION RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • July 13th, 2020 • Hycroft Mining Holding Corp • Gold and silver ores • Colorado

THIS AGREEMENT (the “Agreement”) is made and entered into as of this 20th day of February, 2019 (the “Grant Date”) by and between Hycroft Mining Corporation, a Delaware corporation (the “Corporation”), and Jeff Stieber (the “Participant”), pursuant to the Hycroft Mining Corporation Performance and Incentive Pay Plan (the “Plan”). This Agreement and the award contained herein are subject to the terms and conditions set forth in the Plan, which are incorporated by reference herein, and the following terms and conditions. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Plan.

consulting agreement
Consulting Agreement • September 8th, 2020 • Hycroft Mining Holding Corp • Gold and silver ores • Colorado

This Consulting Agreement (this “Agreement”) is made and entered into as of this 8th day of September, 2020, by and among Hycroft Mining Holding Corporation, a Delaware corporation (“HYMC”), and Stephen M. Jones, an individual (“Consultant”).

OMNIBUS AMENDMENT TO NOTE PURCHASE AGREEMENTS AND EXCHANGE AGREEMENT
Note Purchase Agreements • June 4th, 2020 • Hycroft Mining Holding Corp • Gold and silver ores • New York

This Omnibus Amendment to the Note Purchase Agreements and the Exchange Agreement (this “Omnibus Amendment”) is made and entered into effective as of May 28, 2020, by and among: (a) with respect to the Note Purchase Agreements: (i) Hycroft Mining Corporation, a Delaware corporation (the “Company” or “Seller”)), (ii) each of the direct or indirect subsidiaries of the Company listed on the signature pages hereto (the “Subsidiaries”), (iii) the entities listed on Schedule A attached hereto (each, a “1.5 Lien Noteholder” and collectively, the “1.5 Lien Noteholders”) and (iv) WBox 2015-5 Ltd., in its capacity as collateral agent under each of the Note Purchase Agreements (the “Collateral Agent” and, together with the Company, the Subsidiaries and the 1.5 Lien Noteholders, the “Notes Parties”); and (b) with respect to the Exchange Agreement (as defined below): (i) the Company, (ii) MUDS Acquisition Sub, Inc., a Delaware corporation (“Acquisition Sub”), (iii) the 1.5 Lien Noteholders and (iv)

Amendment to HYCROFT MINING CORPORATION Restricted stock unit agreement
Hycroft Mining Holding Corp • July 13th, 2020 • Gold and silver ores

THIS AMENDMENT (the “Amendment”) to the Hycroft Mining Corporation Restricted Stock Unit Agreement (Time-Vesting) by and between Hycroft Mining Corporation, a Delaware corporation (the “Corporation”) and Jeff Stieber (the “Participant”) made and entered into as of February 20, 2019 (the “Agreement”) is made as of May 29, 2020 (the “Effective Date”).

Amendment to HYCROFT MINING CORPORATION Restricted stock unit agreement (PERFORMANCE-VESTING)
Hycroft Mining Holding Corp • June 4th, 2020 • Gold and silver ores

THIS AMENDMENT (the “Amendment”) to the Hycroft Mining Corporation Restricted Stock Unit Agreement (Performance-Vesting) by and between Hycroft Mining Corporation, a Delaware corporation (the “Corporation”) and Randy Buffington (the “Participant”) made and entered into as of February 20, 2019 (the “Agreement”) is made as of May 29, 2020 (the “Effective Date”).

Amendment to HYCROFT MINING CORPORATION Restricted stock unit agreement
Hycroft Mining Holding Corp • July 13th, 2020 • Gold and silver ores

THIS AMENDMENT (the “Amendment”) to the Hycroft Mining Corporation Restricted Stock Unit Agreement (Performance-Vesting) by and between Hycroft Mining Corporation, a Delaware corporation (the “Corporation”) and Jeff Stieber (the “Participant”) made and entered into as of February 20, 2019 (the “Agreement”) is made as of May 29, 2020 (the “Effective Date”).

FORM OF WARRANT AGREEMENT
Form of Warrant Agreement • March 15th, 2022 • Hycroft Mining Holding Corp • Gold and silver ores • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of __________, 2022, is by and between Hycroft Mining Holding Corporation, a Delaware corporation (the “Company”), and 2176423 Ontario Ltd., an Ontario corporation (such entity, or its successors or permitted assignees, a “Holder”).

Subscription/BACKSTOP Agreement
Subscription Agreement • January 14th, 2020 • Mudrick Capital Acquisition Corp • Blank checks • Delaware

This SUBSCRIPTION/BACKSTOP AGREEMENT (this “Subscription Agreement”) is entered into this 13th day of January, 2020, by and between Mudrick Capital Acquisition Corporation, a Delaware corporation (the “Company”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Purchase Agreement (as defined below) at the time such agreement was executed on January 13, 2020.

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