Comstock Mining Inc. Sample Contracts

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UNDERWRITING AGREEMENT between COMSTOCK MINING INC. and AEGIS CAPITAL CORP., as Representative of the Several Underwriters
Underwriting Agreement • March 31st, 2016 • Comstock Mining Inc. • Gold and silver ores • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 27th, 2023 • Comstock Inc. • Industrial organic chemicals • Nevada

This Securities Purchase Agreement (this “Agreement”) is dated as of December 27, 2023, between Comstock Inc., a Nevada corporation (the “Company”) and Kips Bay Select LP (the “Purchaser”).

ARTICLE I INTERPRETATION
Funds Escrow Agreement • April 21st, 2004 • Goldspring • Services-business services, nec • New York
6,500,000 SHARES OF COMMON STOCK COMSTOCK MINING INC. UNDERWRITING AGREEMENT
Underwriting Agreement • May 14th, 2014 • Comstock Mining Inc. • Gold and silver ores • New York

The undersigned, Comstock Mining Inc., a company incorporated under the laws of Nevada (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of Comstock Mining Inc., the “Company”), hereby confirms its agreement (this “Agreement”) with the several underwriters (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) named in Schedule I hereto for whom H.C. Wainwright & Co., LLC is acting as representative to the several Underwriters (the “Representative” and if there are no Underwriters other than the Representative, references to multiple Underwriters shall be disregarded and the term Representative as used herein shall have the same meaning as Underwriter) on the terms and conditions set forth herein.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 28th, 2019 • Comstock Mining Inc. • Gold and silver ores • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June 28, 2019, between Temple Tower Group, LLC or designees or affiliates (the “Purchaser”) and Comstock Mining Inc. (the “Company”).

3,692,673 Shares Comstock mining inc. Common Stock, $0.000666 par value UNDERWRITING AGREEMENT
Underwriting Agreement • November 19th, 2012 • Comstock Mining Inc. • Gold and silver ores • New York

The undersigned is an owner of record or beneficially of certain shares of common stock, par value $.000666 per share, of the Company (“Shares”) or securities convertible into or exchangeable or exercisable for Shares. The Company proposes to carry out a public offering of Shares (the “Offering”) for which you will act as the representative of the underwriters (in such capacity, the “Representative”). The undersigned recognizes that the Offering will be of benefit to the undersigned and will benefit the Company by, among other things, raising additional capital for its operations. The undersigned acknowledges that you and the other underwriters are relying on the representations and agreements of the undersigned contained in this letter agreement in carrying out the Offering and in entering into underwriting arrangements with the Company with respect to the Offering.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 19th, 2022 • Comstock Inc. • Industrial organic chemicals • Nevada

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of December 16, 2022, is by and among Comstock Inc., a Nevada corporation with headquarters located at 117 American Flat Road, Virginia City, Nevada 89440 (the ”Company”), and Ionic Ventures, LLC (“Buyer”).

Contract
Goldspring Inc • December 18th, 2009 • Gold and silver ores • New York

THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN THE LOAN AGREEMENT, DATED AS OF DECEMBER __, 2009, NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR, AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

Varilease Finance, Inc.
Master Lease Agreement • July 21st, 2015 • Comstock Mining Inc. • Gold and silver ores • Michigan
THIRD AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • July 6th, 2023 • Comstock Inc. • Industrial organic chemicals • Nevada

This THIRD AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”), dated as of June 30, 2023, by and between LINICO CORPORATION, a Nevada corporation (“Seller”), and AMERICAN BATTERY TECHNOLOGY COMPANY, a Nevada corporation (“Purchaser”).

SERIES A PREFERRED STOCK PURCHASE AGREEMENT
Series a Preferred Stock Purchase Agreement • February 18th, 2021 • Comstock Mining Inc. • Gold and silver ores • Nevada

THIS SERIES A PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of is made as of February 15, 2021, by and among LINICO Corporation, a Nevada corporation (the “Company”) Comstock Mining Inc., a Nevada corporation (“CMI”), and Aqua Metals, Inc., a Delaware corporation (“AQMS” together with CMI each a “Investor” and together the “Investors”) as listed on Exhibit A.

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 21st, 2010 • Comstock Mining Inc. • Gold and silver ores • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 20, 2010, between Comstock Mining Inc., a Nevada corporation (the “Company”), and each Purchaser identified on Schedule A hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 21st, 2010 • Comstock Mining Inc. • Gold and silver ores

This Registration Rights Agreement (this “Agreement”) is made and entered into as of August 31, 2010, between Comstock Mining Inc., a Nevada corporation (the “Company”), and each of the Persons who are signatories hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • January 29th, 2015 • Comstock Mining Inc. • Gold and silver ores • Nevada

This Amendment (this “Amendment”) to the Employment Agreement between Comstock Mining Inc. (the “Corporation”) and Corrado DeGasperis (the “Executive”), effective as of April 20, 2010 (the “Employment Agreement”), is made and entered into effective as of November 2, 2012 between the Corporation and the Executive.

EQUITY PURCHASE AGREEMENT
Equity Purchase Agreement • July 8th, 2022 • Comstock Inc. • Industrial organic chemicals • Nevada

This EQUITY PURCHASE AGREEMENT (the “Agreement”), is dated as of June 21, 2022, by and between Comstock Inc., a Nevada corporation, (the “Company”), and Tysadco Partners LLC, a Delaware limited liability company (including any designee(s) thereof, the “Investor”).

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AMENDED AND RESTATED ASSET PURCHASE AGREEMENT AMONG COMSTOCK MINING, INC. and FLUX PHOTON CORPORATION (“FPC”) DECEMBER 10, 2021
Asset Purchase Agreement • December 16th, 2021 • Comstock Mining Inc. • Gold and silver ores • Nevada

This AMENNDED AND RESTATED ASSET PURCHASE AGREEMENT (this “Agreement”), dated DECEMBER 10, 2021, hereby amends, restates and supersedes that certain ASSET PURCHASE AGREEMENT effective as of SEPTEMBER 7, 2021 (“Effective Date”), by and between FLUX PHOTON CORPORATION, a Delaware corporation (“Seller”), and COMSTOCK MINING INC., a Nevada corporation (“Buyer” and, together with Seller, sometimes referred to individually herein as a “Party” and, collectively, as the “Parties”).

SIXTH PURCHASE AGREEMENT AMENDMENT
Sixth Purchase Agreement • November 19th, 2019 • Comstock Mining Inc. • Gold and silver ores • Nevada

This Sixth Purchase Agreement Amendment (this “Amendment”) dated as of November 17, 2019, is entered into by and between Tonogold Resources, Inc., a Delaware corporation (“Buyer”), and Comstock Mining Inc., a Nevada corporation (“Seller”).

SECURITY AGREEMENT
Security Agreement • August 15th, 2005 • Goldspring Inc • Gold and silver ores • New York

THIS SECURITY AGREEMENT (this “Agreement”), is made as of March ___, 2005, by and between Goldspring, Inc., a Florida corporation, with its principal executive offices at 8585 East Hartford Drive, Suite 400, Scottsdale, AZ 85255 (the “Company”), and the secured parties identified on Schedule A hereto (each, a “Secured Party” and collectively, the “Secured Parties”). (The Company and the Secured Parties may hereinafter be referred to singularly as a “party,” and collectively as the “parties.”).

GENERAL SECURITY AGREEMENT
General Security Agreement • April 16th, 2015 • Comstock Mining Inc. • Gold and silver ores • New York
EXHIBIT D Lease Option Agreement
Lease Option Agreement • November 19th, 2019 • Comstock Mining Inc. • Gold and silver ores • Nevada

This Lease Option Agreement (this “Agreement”) is made on ______ , 2019, (the “Effective Date”) between COMSTOCK MINING INC., a Nevada corporation (the “Optionor”) and Tonogold Resources, Inc., a Delaware corporation (“Tonogold”), on behalf of Comstock Mining LLC, a Nevada limited liability company, and/or its affiliates or assignees (the “Optionee”).

CONVERTIBLE NOTE
Goldspring Inc • August 15th, 2005 • Gold and silver ores • New York

This Note has been entered into pursuant to the terms of a settlement agreement, dated March 19, 2005 (the “Settlement Agreement”) and a subscription agreement, dated November 30, 2004 (the “Subscription Agreement”), both between the Borrower and the Holder, (collectively, the “Transaction Documents”), and shall be subject to the terms of such Transaction Documents. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Employment Agreement • January 29th, 2015 • Comstock Mining Inc. • Gold and silver ores • Nevada

This Amendment No. 2 (this “Amendment”) to the Employment Agreement between Comstock Mining Inc. (the “Corporation”) and Corrado De Gasperis (the “Executive”), dated as of April 20, 2010, as amended November 2, 2012 (the “Employment Agreement”), is entered into as of January 31, 2014, between the Corporation and the Executive.

AMENDED AND RESTATED MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • September 14th, 2020 • Comstock Mining Inc. • Gold and silver ores • Nevada

This Amended Membership Interest Purchase Agreement (this “Agreement”), originally dated January 24, 2019, as amended by the Purchase Agreement Amendment dated April 30, 2019, as amended by the Second Purchase Agreement Amendment dated May 22, 2019, as amended by the Third Purchase Agreement Amendment dated June 21, 2019, as amended by the Fourth Purchase Agreement Amendment dated August 15, 2019 and restated September 17, 2019, as amended by the Fifth Purchase Agreement Amendment dated October 14, 2019, as amended by the Sixth Purchase Agreement Amendment dated November 17, 2019, as amended and restated as of March 20, 2020, as hereby amended and restated as of September 8, 2020, is by and among Comstock Mining Inc., a Nevada corporation (“Seller”), with an address of 1200 American Flat Road, Virginia City, NV 89440, COMSTOCK MINING LLC, a Nevada limited liability company (the “Company”), and Tonogold Resources, Inc., a Delaware corporation (“Buyer”), with an address of 5666 La Jolla

SECURITY AGREEMENT
Security Agreement • June 21st, 2010 • Goldspring Inc • Gold and silver ores • New York

THIS SECURITY AGREEMENT (this “Agreement”), is made as of June 15, 2010, by and between GoldSpring, Inc., a Nevada corporation, having an address at 1200 American Flat Road, P.O. Box 1118, Virginia City, NV 89440 (the “Obligor” or “Company”), and parties set forth on Schedule A hereto (each a “Secured Party” and collectively, the “Secured Parties”). (The Company and the Secured Parties may hereinafter be referred to singularly as a “party,” and collectively as the “parties”).

COMSTOCK MINING, INC.
Common Stock Purchase Agreement • March 2nd, 2021 • Comstock Mining Inc. • Gold and silver ores • New York

This Common Stock Purchase Agreement (the “Agreement”) is entered into as of March __, 2021, by and between Comstock Mining, Inc., a corporation organized under the laws of the State of Nevada (the “Company”), and each of the persons or entities listed on Schedule A hereto under the heading “Purchasers” (each, a “Purchaser”).

PLEDGE AGREEMENT
Pledge Agreement • April 16th, 2015 • Comstock Mining Inc. • Gold and silver ores • New York

This PLEDGE AGREEMENT (this "Pledge Agreement") is made as of March 6, 2015, by and between COMSTOCK MINING INC., a corporation organized and existing under the laws of Nevada (the "Pledgor"), and AURAMET INTERNATIONAL LLC, a limited partnership organized under the laws of the State of Delaware ("Holder").

Stock Redemption Agreement
Stock Redemption Agreement • December 26th, 2023 • Comstock Inc. • Industrial organic chemicals

This Stock Redemption Agreement (this “Agreement”), dated December 19, 2023, is entered into by LINICO Corporation, a Nevada corporation (the “Company”), Comstock Inc., a Nevada corporation (“Comstock”), and Aqua Metals, Inc., a Delaware corporation (“Aqua Metals”). Comstock, Aqua Metals and the Company are collectively referred to herein as the “Parties.”

SECOND PURCHASE AGREEMENT AMENDMENT
Second Purchase Agreement • May 28th, 2019 • Comstock Mining Inc. • Gold and silver ores • Nevada

This Second Purchase Agreement Amendment (this “Amendment”) dated as of May 22, 2019, is entered into by and between Tonogold Resources, Inc., a Delaware corporation (“Tonogold”), and Comstock Mining Inc., a Nevada corporation (the “Comstock”).

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