2017-09-28_REVISION - M1981185 (136)

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