0001199835-12-000019 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • January 9th, 2012 • Pretium Resources Inc. • British Columbia
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UNDERWRITING AGREEMENT
Underwriting Agreement • January 9th, 2012 • Pretium Resources Inc. • British Columbia
DELIVERY AGREEMENT made and entered into in the City of Vancouver, Province of British Columbia, this 8th day of April, 2011
Delivery Agreement • January 9th, 2012 • Pretium Resources Inc. • British Columbia

PRETIUM RESOURCES INC., a company incorporated under the laws of British Columbia with an office in the City of Vancouver in the Province of British Columbia;

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • January 9th, 2012 • Pretium Resources Inc. • British Columbia

THIS AGREEMENT WITNESSES THAT, in consideration of the premises and the mutual agreements set out herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by each of the parties to this Agreement, the parties agree as follows:

WARRANT INDENTURE
Warrant Indenture • January 9th, 2012 • Pretium Resources Inc. • British Columbia

We understand that the Shares are being offered in a transaction not involving any public offering within the United States within the meaning of the U.S. Securities Act and that the Shares have not been and will not be registered under the U.S. Securities Act. We further understand that any Shares acquired by us will be in the form of definitive physical certificates and that such certificates will bear a legend reflecting the substance of paragraph (d) above.

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • January 9th, 2012 • Pretium Resources Inc. • British Columbia

THIS AGREEMENT WITNESSES THAT, in consideration of the premises and the mutual agreements set out herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by each of the parties to this Agreement, the parties agree as follows:

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