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F, o 1� N r q 611915,
<br /> LICENSE FOR MINING
<br /> This license for mining("Agreement" or"License") is made and entered into as of January 1, 2017
<br /> ("Effective Date"), by and among La Plata County Land, LLC, a Colorado Limited Liability Company
<br /> ("Licensor"), and Sunrise Mining, LLC, a Colorado Limited Liability Company(the "Licensee").
<br /> AGREEMENT
<br /> 1. Grant of License. Licensor hereby grants to Licensee and persons, consultants, and/or
<br /> contractors authorized by Licensee (collectively, "Authorized Parties") a non-exclusive license to access
<br /> the May Day Mine Property for purposes of sampling, drilling and testing for, mining, quarrying,
<br /> excavating, removing and selling gold and other precious metals ("Gold") from the Property, and for
<br /> crushing, screening, washing, and other processing of Gold excavated form the Property. All of such
<br /> activities shall be under the exclusive control and management of Licensee. The access license shall be
<br /> over and across the real property owned by Licensor and located in La Plata County, Colorado, more
<br /> particularly described in Exhibit A attached hereto ("Property").
<br /> 2. Termination. This Agreement and the license granted hereunder shall continue until this
<br /> agreement is terminated pursuant to this paragraph 2. Licensor may terminate this Agreement at any
<br /> time on thirty (30) days written notice to Licensee of such termination. Immediately following any
<br /> termination of this Agreement, Licensee shall vacate the Property and remove any and all equipment of
<br /> Licensee or any Authorized Parties that is located on the Property.
<br /> 3. No Interference. Licensee shall not interfere with Licensor's use of Licensor's Property during
<br /> the term of this Agreement.
<br /> 4. No Mechanics' Liens. Except as otherwise provided in this Agreement, nothing contained herein
<br /> shall authorize Licensee, or any person or entity acting through, with, or on behalf of Licensee, to
<br /> subject Licensor's Property, or any portion thereof,to mechanics' liens. If any such mechanics' lien shall
<br /> be filed against Licensor's Property, Licensee shall, at its expense, cause the mechanics' lien to be
<br /> discharged. In the event that such mechanics' lien is not discharged within twenty (20) days after
<br /> receipt of written notice of the mechanics' lien, then Licensor may, at its option, and at the reasonable
<br /> expense of Licensee, enter into, defend, prosecute or pursue any effort or action (whether or not
<br /> litigation is involved) which Licensor deems reasonably necessary to defend Licensor's Property from
<br /> and against such mechanics' lien.
<br /> 5. Damage to Person or Property. Licensor and Licensee agree to indemnify and hold each other
<br /> harmless from and against any and all liability, damage, cost or expense, including, without limitation,
<br /> reasonable attorneys' fees, which may be incurred by or asserted against the other party as a result of
<br /> the negligence or willful misconduct of the indemnifying party and/or any person using the Property by
<br /> or under such indemnifying party, in performing any work on the Property pursuant to this Agreement
<br /> or arising out of accidents occurring on any part of Property other than as a result of the negligent act or
<br /> omission or willful misconduct of the indemnified party or those persons using the Property by or under
<br /> such indemnified party.
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