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683641 10/17/2011 3:36 PM Debra A Green
<br /> 1 of 7 WD R$41.00 D$1,580.00 Park County Clerk
<br /> SPECIAL WARRANTY DEED
<br /> THIS DEED,dated this 14th day of October,2011 between Alma Placer Company,LLC,
<br /> Grantor,and High Mountain Mining Company,LLC,Grantee,whose legal address is 16710 West
<br /> Wilshire,Yukon,Oklahoma 73099,Grantee:
<br /> WITNESS, that the Grantor, for and in consideration of the sum of TEN AND N0I100
<br /> DOLLARS($10.00)and other good and valuable consideration,the receipt and sufficiency of which
<br /> is hereby acknowledged,has granted, bargained, sold and conveyed, and by these presents does
<br /> grant,bargain,sell,convey and confirm,unto the Grantee,its successors and assigns forever,all the
<br /> real property,together with improvements,if any, situate,lying and being in the County of Park,
<br /> State of Colorado(the"Property's described as follows:
<br /> See Exhibit A attached hereto and incorporated by reference herein
<br /> TOGETHER with all and singular the hereditaments and appurtenances thereunto belonging,
<br /> or in anywise appertaining,the reversion and reversions,remainder and remainders,rents,issues and
<br /> profits thereof,and all the estate,right,title,interest,claim and demand whatsoever of the Grantor,
<br /> either in law or equity, of, in and to the above bargained premises, with the hereditaments and
<br /> appurtenances, subject to the following restrictions:
<br /> The Property is conveyed,and this conveyance is accepted,subject to and
<br /> upon the terms,covenants,and conditions set forth herein("Restrictions"). From
<br /> and after the date hereof,Grantor and Grantee shall collaborate in good faith and
<br /> in a commercially reasonable manner to investigate the feasibility of forming a
<br /> joint venture("Joint Venture"),the purpose of which shall be the construction and
<br /> commercial operation of a dam and water storage reservoir of approximately
<br /> 1,750 acre feet to be located on the Property, and to negotiate the final terms of
<br /> the Joint Venture. If the Joint Venture is formed,Grantee shall convey to the
<br /> Joint Venture an undivided 50%interest in the Grantee water rights described in
<br /> Exhibit B attached hereto and incorporated herein by this reference,provided that
<br /> the Joint Venture reasonably requires said water rights to make the Joint Venture
<br /> commercially and economically viable.In consideration of such conveyance,
<br /> Grantee shall have a 50%interest in the Joint Venture,with Grantor owning the
<br /> other 50%interest. Should Grantor and Grantee together hereafter determine that
<br /> additional water rights are required,then Grantee will convey such additional
<br /> water rights to the Joint Venture for consideration equaling the fair market value
<br /> of such water rights and upon such other terms and conditions as the parties may
<br /> agree;provided that,at all times,Grantee shall retain sufficient water rights to
<br /> maintain,operate,and carry on the mining activities conducted on the Property.If
<br /> the Joint Venture is not formed or proves to be not commercially or economically
<br /> viable, Grantee's obligation to provide said 50%interest in the water rights shall
<br /> cease and be null and void in which case Grantor and Grantee shall execute,
<br /> acknowledge,and duly record in the real property records a release of the
<br /> Restrictions in order to evidence that Grantee's obligations are in fact null and
<br /> void.In all instances the parties' obligations under this Section shall cease ten
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