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and Gravel (as such term is defined in Recital G) from the remaining Project Property (excluding
<br />the Easement Property) and conduct Grantee's Sand and Gravel mining business activities and
<br />reclamation obligations thereon as contemplated by Grantee's then -existing mining permits
<br />applicable to the Project Property (collectively, "Grantee's Access Rights");
<br />E. WHEREAS, Grantor desires to develop a functioning water storage and transport
<br />facility (the "Project") on the Easement Property and the Project Property;
<br />F. WHEREAS, Grantee desires to obtain from Grantor, and Grantor desires to grant
<br />to Grantee, an easement on, over, through, under and across the Easement Property for the
<br />purpose of conducting and completing the Grantee's Work on and within the Easement Property,
<br />and for the purpose of exercising Grantee's Access Rights over the Easement Property with
<br />respect to Grantee's activities on other portions of the Project Property (all as more specifically
<br />described in Section 1 below);
<br />G. WHEREAS, as used in this Easement Agreement, the term "Sand and Gravel"
<br />shall refer to all sand, gravel, aggregate, stone, rock, silt, clay, shale, overburden, topsoil and all
<br />other valuable solid minerals and mineral rights then -owned by Grantee, lying on, in or under the
<br />Project Property or any applicable portion thereof.
<br />EASEMENT:
<br />NOW, THEREFORE, for and in consideration of the foregoing recitals and other good
<br />and valuable consideration, the receipt, adequacy and sufficiency of which are hereby confessed
<br />and acknowledged, Grantor and Grantee agree as follows:
<br />1. GRANT OF EASEMENT. Grantor does hereby declare, establish and create for the
<br />benefit of Grantee and Grantee's agents, employees, contractors, concessionaires, representatives,
<br />successors and assigns, a temporary, non-exclusive easement (the "Easement") on, over, through,
<br />across and under the Easement Property for the purposes of: (a) conducting, installing,
<br />constructing, locating, surveying, maintaining, enlarging, altering, repairing, replacing, using,
<br />operating, controlling, and inspecting, Grantee's Work, (b) access, ingress and egress, to and
<br />from, across, through and over the Project Property for purposes of exercising Grantee's Access
<br />Rights and (c) all access, ingress and egress, reasonably necessary to accomplish the foregoing
<br />(collectively, the "Easement Activities").
<br />2. TERM. The Easement shall commence on the date first written above and shall
<br />terminate on the earlier of (a) the date that Grantee (i) completes and delivers the last Cell as
<br />required under the Purchase Agreement as may be further amended from time to time, and
<br />(ii) completes the reclamation of all of the Cells in accordance with requirements of all
<br />applicable regulatory agencies including, but not limited to the requirements of the Colorado
<br />Division of Reclamation Mining and Safety, or its predecessor, the Colorado Division of
<br />Minerals and Geology, and any applicable county land use regulations; (b) the date that Grantee
<br />receives a release of all reclamation bonds posted in connection with the Project Property as
<br />required by the regulatory agencies referenced in the preceding subsection; or (c) the termination
<br />of the Purchase Agreement as may be further amended from time to time (the "Term"). Grantee
<br />hereby agrees that, following the end of the Term of the Easement Agreement and upon
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<br />Access Esmt Evenst — 8-10-15
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