CONSULTING AGREEMENT, dated January 7, 2021 (the “Agreement”) between Ryan K. Zinke (the “Consultant”),
and U.S. Gold Corp., a Nevada corporation (the “Company”).
the Company desires to engage the Consultant to provide certain consulting services related to the Company’s business and Consultant
is willing to be engaged by the Company as a consultant and to provide such services, on the terms and conditions set forth below.
THEREFORE, in consideration of the mutual covenants and agreements contained herein, the receipt and sufficiency of which are hereby
acknowledged, the Company and Consultant agree as follows:
Consulting. The Company hereby retains Consultant, and Consultant hereby agrees to make himself available as a consultant to the
Company, upon the terms and subject to the conditions contained herein.
Duties of Consultant. During the Consultant Term (as hereinafter defined), Consultant shall provide the Company with such regular
and customary capital markets and corporate consulting advice as is reasonably requested by the Company, provided that Consultant shall
not be required to undertake duties not reasonably within the scope of this Agreement. It is understood and acknowledged by the parties
that the value of Consultant’s advice is not readily quantifiable, and that although Consultant shall be obligated to render the
advice contemplated by this Agreement upon the reasonable request of the Company, in good faith, Consultant shall not be obligated to
spend any specific amount of time in so doing. Consultant’s duties may include but will not necessarily be limited to, providing
recommendations concerning the following matters:
introductions, strategic introductions to potential industry partners.|
with governmental relations including permitting, and coordination with State of Wyoming regulators.|
the foregoing, the services to be rendered by the Consultant to the Company shall not (unless the Consultant is appropriately licensed,
registered or there is an exemption available from such licensing or registration) include, directly or indirectly: any activities which
require the Consultant to register as a broker-dealer under the Securities Exchange Act of 1934.
Term. Subject to the provisions for termination hereinafter provided, the term of this Agreement shall commence on the date hereof
(the “Effective Date”) and shall continue for a period of 365 days. The Consultant Term may be extended upon the mutual
agreement of the Company and the Consultant.
In consideration of the services to be rendered by Consultant hereunder, during the Consultant Term the Company agrees compensate
the Consultant with an annual fee of $86,000.00 USD (the “Fees”), consisting of shares of the Company’s
common stock with a value of $50,000 and a cash payment of $36,000. The Company shall pay the Fee as follows: (i) shares of the
Company’s common stock will be issued to the Consultant within five (5) days of the Effective Date based on the closing price
of the Company’s common stock on the Effective Date; and (ii) the Company will pay the Consultant $3,000 per month in cash
payable [on the first] of each month.
Termination. The Company may, in its sole discretion, terminate this Agreement at any time.
Reimbursement. The Company will reimburse the Consultant for all reasonable out- of-pocket expenses incurred in connection with
this Agreement; provided that in no event will the aggregate amount of the Fees and such expense reimbursement under this
Section 6 exceed $120,000.00 USD within any 12 month period or otherwise disqualify the Consultant as an Independent Director
as defined in the Nasdaq Rule 5605(a)(2).
Confidential Information. Consultant recognizes and acknowledges that by reason of Consultant’s retention by and service
to the Company before, during and, if applicable, after the Consulting Term, Consultant will have access to certain confidential and
proprietary information relating to the Company’s business, which may include, but is not limited to, trade secrets, trade “know-how,”
product development techniques and plans, formulas, customer lists and addresses, financing services, funding programs, cost and pricing
information, marketing and sales techniques, strategy and programs, computer programs and software and financial information (collectively
referred to as “Confidential Information”). Consultant acknowledges that such Confidential Information is a valuable
and unique asset of the Company and Consultant covenants that he will not, unless expressly authorized in writing by the Company, at
any time during the Consulting Term use any Confidential Information or divulge or disclose any Confidential Information to any person,
firm or corporation except in connection with the performance of Consultant’s duties for the Company and in a manner consistent
with the Company’s policies regarding Confidential Information. Consultant also covenants that at any time after the termination
of this Agreement, directly or indirectly, he will not use any Confidential Information nor divulge nor disclose any Confidential Information
to any person, firm or corporation, unless such information is in the public domain through no fault of Consultant or except when required
to do so by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative
or legislative body (including a committee thereof) with apparent jurisdiction to order Consultant to divulge, disclose or make accessible
such information. All written Confidential Information (including, without limitation, in any computer or other electronic format) which
comes into Consultant’s possession during the Consulting Term shall remain the property of the Company. Except as required in the
performance of Consultant’s duties for the Company, or unless expressly authorized in writing by the Company, Consultant shall
not remove any written Confidential Information from the Company’s premises, except in connection with the performance of Consultant’s
duties for the Company and in a manner consistent with the Company’s policies regarding Confidential Information. Upon termination
of this Agreement, the Consultant agrees to return immediately to the Company all written Confidential Information (including, without
limitation, in any computer or other electronic format) in Consultant’s possession.
Independent Contractor. It is understood and agreed that this Agreement does not create any relationship of association, partnership
or joint venture between the parties, nor constitute either party as the agent or legal representative of the other for any purpose whatsoever;
and the relationship of Consultant to the Company for all purposes shall be one of an independent contractor. Neither party shall have
any right or authority to create any obligation or responsibility, express or implied, on behalf or in the name of the other, or to bind
the other in any manner whatsoever.
Consultant’s Services to Others. Nothing contained in this Agreement shall be construed to limit or restrict the Consultant
from providing services, whether similar in nature or not, to other entities or individuals. Consultant acknowledges that the Company
may hire other consultants to provide services similar to those provided by the Consultant.
Conflict of Interest. The Consultant and the Company hereby agree that there is no conflict of interest in connection with the
retention by the Company of the Consultant pursuant to this Agreement.
Waiver of Breach. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate nor be construed
as a waiver of any subsequent breach.
Binding Effect; Benefits. None of the parties hereto may assign his or its rights hereunder without the prior written consent
of the other parties hereto, and any such attempted assignment without such consent shall be null and void and without effect. This Agreement
shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors, permitted assigns, heirs
and legal representatives.
Notices. All notices and other communications which are required or may be given under this Agreement shall be in writing and
shall be deemed to have been duly given: (a) when delivered in person; (b) when sent, if sent by electronic mail or facsimile during
normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day;
(c) 1 business day after being mailed with a nationally recognized overnight courier service; or (d) 3 business days after being mailed
by registered or certified first class mail, postage prepaid, return receipt requested, to the parties hereto at:
to the Company, to :
102 – Box 604
E Idaho Street
to the Consultant, to:
2nd Street West
Las Manos Lane
Barbara CA 93109
Entire Agreement; Amendments. This Agreement contains the entire agreement and supersedes all prior agreements and understandings,
oral or written, between the parties hereto with respect to the subject matter hereof. This Agreement may be modified or amended only
by an agreement in writing signed by the party against whom any amendment or modification is sought.
Severability. The invalidity of all or any part of any provision of this Agreement shall not render invalid the remainder of this
Agreement or the remainder of such provision. If any provision of this Agreement is so broad as to be unenforceable, such provision shall
be interpreted to be only so broad as is enforceable.
Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and construed in accordance with the law of the State
of Nevada without giving effect to the principles of conflicts of law thereof. The parties hereto each hereby submits himself or itself
for the sole purpose of this Agreement and any controversy arising hereunder to the exclusive jurisdiction of the state courts in the
State of Nevada.
Headings. The headings herein are inserted only as a matter of convenience and reference, and in no way define, limit or describe
the scope of this Agreement or the intent of the provisions thereof.
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of
which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including
pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission
method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
Page(s) to Follow]
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first above written.
Bee President & CEO
Ryan K. Zinke
Page to Consulting Agreement between U.S. Gold Corp. and Ryan K. Zinke]