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MINING ACCESS AGREEMENT
<br /> This Mining Access Agreement("Agreement")is effective as of the last date of signature
<br /> by both parties between Premier Moss Rock, LLC, a Colorado limited liability company
<br /> ("Miner"), and Emily Pomeroy Locke, Successor Trustee of the Pomeroy Family Trust dated
<br /> August 29,2013("Landlord")(hereinafter collectively the"parties").
<br /> WHEREAS,Miner and Landlord entered into that certain Contract to Buy and Sell Real
<br /> Estate dated May 24,2024(the"Contract") for the purchase and sale of the following legally-
<br /> described real estate in the County of Pueblo,State of Colorado:
<br /> 35-24-68 THAT POINT S OF GREENHORN CREEK IN SW4 NFA (30A); SE4
<br /> (160A) SE4 NE4 EXCEPT IA STRIP LYING N OF GREENHORN CREEK IN
<br /> NW CORNER SE4 NE4 EXCEPT FROM SAID CREEK TO N LINE 5E4 NE4+
<br /> CONTINUING TO W LINE THEREOF; + EXCEPT TRACT IN #443200 +
<br /> EXCEPT ANY PORTION OF SAID SE4 NE4 INC IN DESCRIBED IN#769498
<br /> (CONTG 217.26A) LESS THAT PORTION BY BOUNDARY LINE
<br /> AGREEMENT PLAT#2005816 LESS THAT PORTION BY PLAT#2059425,
<br /> also known as 8500 Park Road,Rye,Colorado 81069(the"Property");and
<br /> WHEREAS,the Closing of the sale of the Property occurred on July 12,2024 and the
<br /> parties entered into a Post Closing Agreement of even date therewith,the purpose of which was
<br /> to detail Miner's continued right of possession of the Property subsequent thereto for winding
<br /> down mining operations and removing equipment;and
<br /> WHEREAS, the parties wish to clarify Miner's continued access to the Property to
<br /> conduct mining and reclamation activities for an extended period of time post-Closing.
<br /> NOW,THEREFORE,in consideration of the terms,conditions and mutual agreements of
<br /> the parties contained herein, and other good and valuable consideration, the receipt and
<br /> sufficiency of which are hereby acknowledged,the parties agree as follows:
<br /> 1. Access: As required by the Colorado Division of Mining, Reclamation and Safety,
<br /> Landlord authorizes Miner the continued right to access the Property to conduct mining and
<br /> reclamation activities within the mine portion of the Property for so long as Mining Permit M
<br /> 2011-039 remains in Miner's name. Miner's access to the Property for mining purposes shall
<br /> terminate once Landlord completes transfer of the Permit into Landlord's name or such Permit is
<br /> otherwise terminated and access is no longer required by the Colorado Division of Mining.
<br /> 2. Indemnification:Miner agrees to hold harmless,indemnify and defend Landlord and
<br /> its heirs, personal representatives, successors and assigns from and against all liabilities,
<br /> penalties, costs, losses, damages, expenses, causes of action, claims, demands, or judgments,
<br /> including,without limitation,reasonable attorneys'fees,for injury to or the death of any person,
<br /> or physical damage to any property, arising out of or in connection with Miner's post-Closing
<br /> occupancy of the Property and continued use of Mining Permit M 2011-039.
<br /> Landlord agrees to hold harmless, indemnify and defend Miner and its heirs, personal
<br /> representatives, successors and assigns from and against all liabilities, penalties,costs, losses,
<br /> damages, expenses, causes of action, claims, demands, or judgments, including, without
<br /> limitation,reasonable attorneys'fees,for injury to or the death of any person,or physical damage
<br /> to any property,arising out of or in connection with Landlord's use of the Property.
<br /> 3. Controlling Law: The interpretation and performance of this Agreement shall be
<br /> governed by the laws of the State of Colorado.Venue shall only be proper in the District Court of
<br /> Pueblo County,Colorado.
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