EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”) is made as of the 19th day of February 2013 between Joseph Rosamilia (“Employee”) and Standard Gold, Inc., hereinafter referred to as (“SDGR” or the “Company”), who are hereinafter sometimes collectively referred to as “the parties” or singularly as a “party.”

WITNESSETH

WHEREAS, SDGR desires to memorialize the employment of Joseph Rosamilia by SDGR upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows:

1. Employment Services. SDGR hereby agrees to employ the Employee as Chief Financial Officer and Employee hereby accepts such position under the terms and conditions set forth herein. Employee shall be subject to all the usual and customary office policies and procedures of the Company as may from time to time be established for Employees of similar grade and position.

2. Duties. Employee shall be retained by SDGR. During the Term of this Agreement, the Employee shall serve as the Chief Financial Officer of the Company and may also serve as such for each of its subsidiaries unless otherwise set forth in corporate documents, employment agreements with other employees or public filings. Employee shall carry out all assignments as directed by SDGR. In addition, Employee’s responsibilities include those as a financial planner and analyst, including preparation of financial statements, reports and disclosure documents and coordination with any outside accountant or auditor in the preparation of any regulatory disclosure documents and preparation and analyzing or preparing budgets for expansions, future projects, acquisitions or research which may involve handling press and public relations, accounting overseer which includes review and payment of expense reports and all other expenses and monitoring income of the Company and its subsidiaries and shall be responsible for such other duties as are usual and typical for an employee of a company in similar positions and for the faithful discharge of such different or additional duties as may be reasonably established by management or the Board of Directors. Employee shall review all communication the Company has with outside parties that may affect any and all existing and future investments and funding to the Company. The Employee shall, if so requested by the Company, also serve with or without additional compensation, as an officer, director or manager of entities from time to time directly or indirectly owned or controlled by the Company (each an “Affiliate,” or collectively, the “Affiliates”).

3. Term. The term of the employment shall be for a Three (3) year period commencing on February 1, 2013 and ending on January 31, 2016 (the “Term”), unless sooner terminated by the Company or the Employee in accordance with the terms of this Agreement or pursuant to Section 6 below.

4. Extent of Services. The Employee shall devote substantial time, attention and energy to his duties hereunder and shall use his best efforts to promote the business of SDGR and/or its subsidiaries during the Term of this Agreement. The Employee may engage in other activities, such activities including serving on the Board of Directors of other corporations/organizations, and/or advising other corporations/organizations in each case to the extent that such activities do not materially detract from or limit the performance of the Employee’s duties under this Agreement, or inhibit in any material way the business of SDGR and/or its subsidiaries. The Employee will engage in no activity, paid or otherwise, for a competitor of SDGR so long as this Agreement is in effect. Employee may invest his assets in such manner as will not require any services to be performed on his part in the operation or affairs of the companies in which such investments are made, but only if such investments are consistent with this Agreement. The Employee shall perform all duties in a professional, ethical and businesslike manner.

5. Compensation and Benefits. As compensation for his services hereunder, during the Term of the Agreement, SDGR agrees:

6. Termination. This Agreement shall be terminated upon the happening of any of the following:

7. Covenant not to Compete. Employee hereby covenants and agrees that during the Term of this Agreement and for a period of One (1) year after termination of such Agreement hereunder:

8. Non – Disclosure. Employee acknowledges that, in order for Employee to effectively perform his duties hereunder SDGR will disclose to Employee certain valuable trade secrets and confidential business information that has been created, discovered or developed by, or that otherwise has become known to SDGR as a result of substantial effort, expense and time incurred by SDGR or which has been assigned or otherwise conveyed. In light of such acknowledgement, Employee hereby agrees as follows:

9. Property of SDGR. Employee agrees that upon termination of this Agreement, he will promptly deliver to SDGR all written and other materials in his possession or control which contain any of the trade secrets and confidential business information described in this Agreement and all other property of SDGR in his possession or control at such time, which was obtained from SDGR or complied or produced for SDGR during the terms of this Agreement, including, but not limited to, records, data, plans, programs, program listings, flow charts, record layouts, computer printouts, magnetic tapes, diskettes, disks, card decks, letters and customer lists with exception of personal diaries.

10. Non-solicitation of Employees. During the Term of this Agreement and for One (1) year thereafter, Employee shall not hire or solicit for employment directly or through or on behalf of any party, any persons who are then employees of SDGR.

11. Relations with Third Parties and Representations of the Parties.

12. Remedies, Survival, and Severability.

13. Miscellaneous.

If to Standard Gold, Inc.:

611 Walnut Street

Gadsden, Alabama 35901

With a copy to Standard Gold’s counsel:

Brinen & Associates, LLC

7 Dey Street, Suite 1503

New York, New York 10007

If to Employee:

At the address set forth on the signature page

or, as to each party, at such other address as shall be designated by such party in a written notice to the other parties pursuant to the terms of this section.

[SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement under their seals as of the date and year first written above.

Addendum to Employment Agreement

This Addendum (“Addendum”) is executed as of April 1, 2014 to supplement and correct the February 19, 2013 Employment Agreement (“Employment Agreement”) executed between Joseph Rosamilia (the “Employee”) and Standard Metals Processing, Inc. (the “Company”) (formerly known as Standard Gold Holdings, Inc.). The parties agree as follows:

Section 5 c) shall be amended to cancel One Million (1,000,000) of the One Million Five Hundred Thousand (1,500,000) common stock purchase warrants (“Warrants”) vesting in years Two (2) and Three (3). All Warrants under the Employment Agreement have vested.

The Parties also agree that the Warrants granted under the Employment Agreement are compensatory. All Warrants granted under the Employment Agreement expire on February 19, 2020.

The Five Hundred Thousand (500,000) Warrants granted under the Employment Agreement may not be canceled or amended without the written consent of both parties hereto.

All other terms of the Employment Agreement shall remain unchanged and in effect.