Option Agreement

(j)    Comstock or the Project Holding Company have paid all taxes and governmental, regulatory or contractual access, administration, assessment and other fees as are required to the date hereof to register, hold title to, maintain and transfer good title to the Properties, except for those that are being contested in good faith by appropriate means or proceedings or where the failure to have done so would not have a material adverse effect on Tonogold, the Project, the Project Holding Company, Comstock or the consummation of the transactions contemplated by this Agreement;

(k)    there are no material adverse claims or challenges against or to the ownership of or title to any of the Properties nor, to the knowledge of Comstock, is there any basis therefor, except for those that are being contested in good faith by appropriate means or proceedings as set forth on Exhibit B annexed hereto or where the claim or challenge, if successful, would not have a material adverse effect on Tonogold, the Project, the Project Holding Company, Comstock or the consummation of the transactions contemplated by this Agreement;

(m)    Comstock and the Project Holding Company’s entry into this Agreement does not and will not conflict with, and does not and will not result in a breach of, any agreement or instrument to which Comstock is party, except for conflicts or breaches which would not have a material adverse effect on Tonogold, the Project, the Project Holding Company, Comstock or the consummation of the transactions contemplated by this Agreement, it being understood that the transactions contemplated by this Agreement are expressly permitted under the terms of the Debenture;

(o)    there are no lawsuits or legal proceedings pending or, to the knowledge of Comstock, threatened against Comstock or the Project Holding Company affecting the Properties, other than communications provided to Tonogold prior to the date hereof for which Tonogold has confirmed receipt;

(s)    neither entering into this Agreement nor Tonogold exercising the Option as contemplated herein, will adversely impact the various permits granted to either Comstock and/or the Project Holding Company, assuming Tonogold’s compliance with applicable Laws.

(a)    Comstock shall act in a manner that is consistent with the requirements of this Agreement and shall cause the Project Holding Company to act in accordance with this Agreement;

(b)    Comstock shall make available to Tonogold and its representatives all records and files relating to the Properties or any of them and permit Tonogold and its representatives at Tonogold’s expense to take abstracts therefrom and make copies thereof and to provide all reasonable administrative support to Tonogold as required from time to time (subject to being reimbursed for such administrative support);

(c)    Comstock shall promptly provide Tonogold with copies of any and all notices and correspondence received by Comstock from government agencies in respect of the Properties or any creditors in respect of any alleged event of default, including without limitation the creditors under the Debenture, or any other notice or correspondence received by Comstock related to any other matter that has resulted or would reasonably be expected to result in a material adverse effect on Tonogold, the Project, the Project Holding Company, Comstock or the consummation of the transactions contemplated by this Agreement;

(d)    Comstock shall continue to satisfy the obligations under applicable Laws, including safety, health and environment obligations, relating to the Properties as described in Exhibit C annexed hereto, including the Special Use Permit No. 2000-222-A-4 of Comstock annexed hereto as Appendix A; and

(f)     That during the term of this Agreement, Comstock shall not sell nor agree to sell, dispose or option any of its interest in the Project Holding Company (other than Permitted Encumbrances).

(h)    Except as otherwise permitted in this Agreement, Tonogold shall not, without the prior written approval of Comstock (such approval shall be at Comstock’s absolute discretion), directly or indirectly, either individually or on behalf of or through any person, for the period commencing on the Execution Date until the day being 30 months from the earlier of either (x) the termination of this Agreement or (y) the Funding Completion Date (whichever the earlier), in any capacity, (i)

locate, stake, lease, option, purchase or otherwise acquire or become entitled to acquire any interest, directly or indirectly, in any property, mineral rights, land rights, surface rights, water rights or other mining-related assets, or (ii) own, manage, stake, control, advise, operate, provide services to, consult with, receive remuneration from, be employed by any person engaged or proposing to engage in, or otherwise engage in any manner in the mining business (the activities described in the preceding clause (i) and clause (ii), collectively, “Appropriate”) property or rights within the Non-compete Area demarcated as on the map attached hereto as Exhibit B-1 (the “Non-Compete Area”), excluding those areas within the Area of Influence (as defined below);

(i)    Except as otherwise permitted in this Agreement, Tonogold shall not, directly or indirectly, either individually or on behalf of or through any person, for the period commencing on the Execution Date until the day being 30 months from the earlier of either (x) the termination of this Agreement or (y) the Funding Completion Date, in any capacity, Appropriate property or rights outside of the SUP Border Area and within the Area of Influence demarcated on the map attached hereto as Exhibit B-1 (the “Area of Influence”), unless Tonogold, in order of the sequence described: (i) first, provides Comstock with written notice that includes the details of the commercial terms for the arrangement with respect to such property within the Area of Influence; (ii) second, offers Comstock the opportunity to acquire a 49% interest of such property or rights being acquired (with Tonogold retaining a 51% interest) within the Area of Influence; and (iii) third, if and only if Comstock elects not to acquire 49% of such property or rights within the Area of Influence pursuant to clause (ii) above, Tonogold shall be permitted to acquire 100% of such property or rights within the Area of Influence. If Comstock elects to acquire 49% of such property or rights pursuant to clause (ii) in the preceding sentence, a separate joint venture agreement to include Comstock and Tonogold shall be entered into which shall provide among other matters, (a) that each party shall bear their respective share of all costs (including the acquisition cost and project expenditure), (b) that decisions with respect to such joint venture shall be made in accordance with the governance provisions set forth in Section 7 of this Agreement, and (c) that Comstock and Tonogold agree that they shall contribute such property or rights to the Project Holding Company as of the Funding Completion Date. Comstock shall have sixty (60) days from the date that Tonogold provides written notice of the proposed arrangement involving the Area of Influence. If Comstock fails to provide notice to Tonogold within the 60-day period it will be deemed that Comstock has elected not to participate in the proposed transaction of such property or rights within the Area of Influence. For the sake of clarity, Comstock shall be entitled to Appropriate 100% of any property or rights situated within the Non-Compete Area or the Area of Influence from time to time or at any time. Comstock hereby agrees that if Comstock acquires property or rights within the Area of Influence, Comstock shall provide Tonogold with notice of such acquisition and offer to supplement Exhibit B to include such property or rights, in exchange for Tonogold reimbursing Comstock for 51% of the purchase price of acquiring such property or rights.

(l)    Tonogold shall perform all work contemplated to be conducted by Tonogold under this Agreement with due diligence and in a professional and workmanlike manner in accordance with common industry practices; and

(b)    Comstock shall have no responsibility, obligation or liability whatsoever to Tonogold or its agents, employees or contractors, for any occurrence on or about the Properties or with respect to any property of Tonogold or its agents, employees or contractors, including, without limitation, any loss, injury or damage unless such loss, injury or damage is caused by the gross negligence or willful misconduct of Comstock or its agents, employees or contractors. Tonogold shall indemnify, defend and hold harmless Comstock and its officers, directors, shareholders, employees, agents, affiliates and successors, from and against any and all claims made or judicial or administrative actions filed (including, without limitation, reasonable attorneys’ fees) suffered or incurred by Comstock or any other of such Persons arising from or related to Tonogold’s drilling, geological assessment, inspections or other activities or omissions with respect to the Properties.

(c)    Tonogold acknowledges and agrees that, as provided in Section 3.2(p), to the knowledge of Comstock, the Properties do not have any proven or probable reserves and Tonogold acknowledges, understands and agrees that Comstock makes no representation or warranty as to the completeness, accuracy, materiality or validity of any mineral resource estimates or other scientific or technical information relating to the Properties, including, without limitation, that described in the Existing Data, and that nothing in this Agreement shall be deemed to be a representation or a warranty by Comstock that any of the Properties contain any economically feasible, valuable or otherwise useful mineral resources or deposits. Accordingly, Tonogold hereby irrevocably releases and forever discharges Comstock and its affiliates, predecessors, officers, directors, stockholders, agents, representatives, successors and assigns (individually, a “Releasee” and, collectively, the “Releasees”) from any and all actions, causes of action, claims, demands, damages, costs, losses, penalties, attorneys’ fees, obligations, judgments, expenses, compensation, rights and liabilities of any nature whatsoever, in law or equity, whether known or unknown, contingent or otherwise, which Tonogold now has, may ever have had in the past or may have in the future against any of the Releasees by reason of mineral resource estimates or other scientific or technical information relating to the Properties, including, without limitation, that described in the Existing Data, negotiating this Agreement or conducting due diligence related thereto.

(c)    On the Execution Date, Tonogold shall deliver of an irrevocable, non-refundable wire payment of immediately available funds in the amount of two hundred sixty thousand dollars ($260,000) to Comstock, representing an option fee of $200,000 plus a $60,000 contribution to GF Comstock 2 LP’s legal costs pursuant to the definition of “Projects Costs” in Exhibit A. On the Execution Date, Tonogold, Comstock and GF Comstock 2 LP shall execute and deliver a Subordination, Non-disturbance and Attornment Agreement in the form of Exhibit E annexed hereto and all of the conditions to the effectiveness of such agreement shall have been satisfied. From the Execution Date until the close of business on April 3, 2018 (the “Continuance Deadline”), Tonogold shall make documented expenditures that shall constitute Phase One Project Funding (including timely payment, observation and performance of the Northern Comstock Funding (commencing in respect of the payment due in November 2017) and all Environmental and Mining Compliance and one hundred percent (100%) of all ongoing Project Costs). In the event that Tonogold does not elect to continue with this Agreement and therefore does not pay Comstock the payment described in Section 5.1(c)(i) prior to the Continuance Deadline, Tonogold shall be required to pay Comstock an amount equal to one million dollars ($1,000,000) less such documented Phase One Project Funding expenditures made prior to the Continuance Deadline. The Option and all other rights granted to Tonogold under this Agreement are non-assignable, non-transferable and non-sublicenseable. The Option is exercisable after (but only after) (i) the Assessment has been completed and delivered to Comstock and Comstock shall have had ninety (90) days to review the Assessment and (ii) satisfaction of all of the following conditions:

(i)    Delivery of an irrevocable, non-refundable wire payment of immediately available funds in the amount of two million dollars ($2,000,000) to Comstock no later than the Continuance Deadline (the actual date that such payment is made by Tonogold, the “Commencement Date”); and

For the purpose of clarity, each minimum amount listed in the above table shall not be deemed to be satisfied if the Northern Comstock Funding due and payable during such period has not been timely paid in full; and

(iii)    Delivery of written notice from two executive officers of Tonogold to Comstock certifying that the Phase One Project Funding has been completed on or prior to the date that is sixty (60) days after the completion of the Phase One Project Funding; and

(iv)    Completion of the Phase Two Project Funding (including timely payment, observation and performance of the Northern Comstock Funding and all Environmental and Mining Compliance and one hundred percent (100%) of all ongoing Project Costs), no later than the dates indicated in the following chart and in documented amounts no less than the cumulative amounts indicated as of such dates:

For the purpose of clarity, each minimum amount listed in the above table shall not be deemed to be satisfied if the Northern Comstock Funding due and payable during such period has not been timely paid in full; and

(v)    Delivery of written notice from two executive officers of Tonogold to Comstock certifying that the Phase Two Project Funding has been completed on or prior to the date that is sixty (60) days after the completion of the Phase Two Project Funding; and

(vii)    To the extent that any Lucerne Property (and the American Flat PP&E, if the option to purchase the American Flat PP&E under Section 8.9 has been exercised) is not then presently owned by the Project Holding Company, Comstock shall have caused such Lucerne Property to be transferred to the Project Holding Company and to the extent that the Project Holding Company owns or holds other assets or properties that are excluded from the Lucerne Property (and the American Flat PP&E, if the option to purchase the American Flat PP&E under Section 8.9 has been exercised), such assets or properties shall have been transferred to Comstock or another designee of its choice.

(d)    If at any time prior to the Funding Completion Date, Tonogold breaches any of the terms or conditions of this Agreement in any material respect, and such breach is not cured within the 30-day cure period provided in Section 5.3, or if Tonogold provides notice to Comstock thereby electing to cease making payments or fails to timely make any payment required pursuant to Section 5.1(c)(i), Section 5.1(c)(ii) or Section 5.1(c)(iv), then, on notice from Tonogold to Comstock or Comstock to Tonogold, (i) the Option shall automatically terminate, expire and be cancelled, (ii) all other rights granted to Tonogold under this Agreement and contemplated hereby shall automatically terminate, expire and be cancelled, (iii) Tonogold shall not be entitled to any return of or reimbursement or other compensation for any payments or expenditures made pursuant hereto or any return of capital by or distributions from Comstock or the Project Holding Company, (iv) Tonogold shall forfeit any and all rights or interest it may have had or could have earned in the Option, the Project Holding Company or the Properties and (v) Comstock, the Project Holding Company and their respective Affiliates and representatives shall be released from any and all obligations to Tonogold (other than Section 12.4). Upon termination of the Option, Tonogold shall thereafter be relieved of its payment obligations for Phase One Project Funding and/or Phase Two Project Funding, as the case may be. For the sake of clarity, Tonogold’s failure to timely make payments required pursuant to Section 5.1(c)(i), Section 5.1(c)(ii) or Section 5.1(c)(iv), shall not be deemed to be a breach or default of this Agreement by Tonogold, but shall entitle Comstock to terminate this Agreement as provided in the immediately preceding sentence. Tonogold’s failure to make the payments prior to the Continuance Deadline as contemplated by the first paragraph of Section 5.1(c) (prior to clauses (i)-(vii)) shall be deemed to be a breach and default of this Agreement, except as otherwise provided in such paragraph.

(f)    Notwithstanding Section 5.1(c), at any time prior to the Funding Completion Date, subject to the terms and conditions of this Section 5.1(f), Tonogold may accelerate its acquisition of the Interest and become a member in the Project Holding Company, by irrevocably depositing funds in an escrow account for the sole benefit of the Project Holding Company, in the amount of the Phase One Project Funding and/or the Phase Two Project Funding yet to be funded in accordance with Section 5.1(c). Such notice shall be accompanied by an irrevocable notice by Tonogold to exercise its option to purchase the American Flat PP&E pursuant to Section 8.9 or, alternatively, Tonogold’s irrevocable election to terminate such option, in order to allow Comstock time to comply with Section 1.2. Tonogold’s right to acquire the Interest under this Section 5.1(f) shall be subject to and conditioned upon Tonogold’s satisfaction of all of the following conditions: (i) Tonogold shall not have breached any of the terms or conditions of this Agreement in any material respect and failed to cure such breach within the 30-day cure period provided in Section 5.3; (ii) funding from the escrow account of the remaining Phase One Project Funding and/or the Phase Two Project Funding, as the case may be, as and when due under Section 5.1(c); and (iii) Tonogold shall execute and deliver an irrevocable agreement, power of attorney and assignment of the Interest to Comstock (to be held in escrow by legal counsel designated in writing by Comstock) that irrevocably acknowledges and agrees that Tonogold shall automatically assign the Interest to Comstock if Tonogold shall not satisfy the Phase One Project Funding and the Phase Two Project Funding from the escrow account within the time frames indicated in Section 5.1(c)(ii) and 5.1(c)(iv), respectively, which agreement, power of attorney and assignment shall terminate and be released by Comstock’s designated legal counsel upon joint instructions from Comstock and Tonogold indicating that that the Phase One Project Funding and the Phase Two Project Funding have each been satisfied within the time frames indicated in Section 5.1(c)(ii) and 5.1(c)(iv), respectively. If at any time prior to the Funding Completion Date, Tonogold fails to make payments from the escrow account as and when due under Section 5.1(c)(ii) or Section 5.1(c)(iv), respectively, for any reason (including Tonogold’s voluntary election to cease making such payments under this Agreement), then (i) the Option shall automatically terminate, expire and be cancelled as provided in Section 5.1(d) and (ii) Tonogold and Comstock agree that they will provide joint instructions to the escrow agent directing that any funds remaining in escrow, less a deduction for any accrued but unpaid expenses payable by Tonogold hereunder, be delivered to Tonogold.

(g)    From the Execution Date until the Funding Completion Date, Tonogold shall be entitled to appoint one individual who shall be invited to attend and observe all meetings of the Comstock’s board of directors or audit committee called by such governing body for the purpose of monitoring

the liquidity and budget planning of Comstock; provided, however, that such board observer agrees to hold in confidence and trust, to act in a fiduciary manner with respect to and not to disclose any information provided to or learned by the board observer acting in such capacity. Notwithstanding the provisions of this Section, Comstock reserves the right to exclude the board observer from portions of any meeting where and to the extent that Comstock reasonably believes, based on the advice of counsel, that excluding the board observer from attending such portion of the meeting is reasonably necessary (i) to preserve attorney-client, work product or similar privilege with respect to any matter, (ii) to comply with the terms and conditions of confidentiality agreements with third parties, or (iii) because Comstock has determined, in good faith, that there exists, with respect to the subject of such deliberation or such information, an actual or potential conflict of interest between the Participants. Furthermore, the members of the board of directors or audit committee shall be entitled to hold reasonable executive sessions which the board observer may not be invited to attend. Each board observer shall use the same degree of care to protect Comstock’s confidential and proprietary information as Tonogold uses to protect its own confidential and proprietary information of like nature, but in no circumstances with less than reasonable care. Tonogold acknowledges and agrees that any information received as a board observer may be deemed to be material non-public information, and, accordingly, Tonogold covenants and agrees not to purchase or sell the securities of Comstock during the term of this Agreement.

For the sake of clarity, neither the Phase One Project Funding nor the Phase Two Project Funding shall be deemed to be capital contributions made to, or investments in, the Project Holding Company, prior to the Funding Completion Date. Accordingly, Tonogold shall not be a member or equity holder of the Project Holding Company and shall not have any capital account or equity ownership in the Project Holding Company at all if the Funding Completion Date does not occur.

(c)    Each Participant shall use reasonable best efforts to make such Participant’s election as soon as practicable, subject to a maximum period of ninety (90) days to make such Participant’s election after each Budget that is presented to the Participants in accordance with Section 9.2, along with a proof of funds demonstrating such Participants wherewithal to satisfy its funding obligations. Any related Capital Calls must adhere to the procedures and timing described in Section 9.7. Any such election must be made by written notice to the Managing Director and to the other Participant.

(d)    If one Participant elects not to contribute its pro rata share of the Budget, the other Participant shall have the right to elect to fund the shortfall. Such Participant electing to fund the shortfall shall advise the Managing Director and the other Participant within one hundred (100) days of receipt of the Budget.

(e)        If 100% of the originally proposed Budget has not been committed to by the Participants following the procedures established under clause 6.2(c) and 6.2(d), the Managing Director shall, in consultation with the Board/Manager and the Participants prepare an amended Budget for presentation to the Participants. Any such amended Budget shall be presented to the Participants for review and the election of the Participants in the same manner and under the same procedures described under clause 6.2(c) and 6.2(d) above.

(f)        Once a Budget has received the approval by the Participants and 100% funding commitment thereof, each Party shall be committed to meeting its agreed share and any failure to do so shall be regarded as a breach of this Agreement, subject to Section 9.7(d).

(g)    If the amounts to be contributed to the capital of the Project Holding Company by the Participants pursuant to such approved Budget is decreased by mutual agreement of the Participants after the approval of such Budget, each Participant shall again have the right to reconsider its election and make a new election so long as the percent of the new commitment is not less than that of its original commitment. Each Participant shall have a period of thirty (30) days after each such change is approved to make a new election.

(h)    Supplementary Budgets can be proposed from time to time or at any time after the Funding Completion Date, in the same manner and under the same procedures described under clause 6.2(c) and 6.2(d) above; provided, that any related Capital Calls must adhere to the procedures and timing described in Section 9.7.

(i)    If a Non-Diluted Participant elects to make, and actually makes, the contributions that would have been made by the Diluted Participant, the Participating Interest of the Diluted Participant shall be recalculated at the time of such actual contribution by: dividing (i) the sum of a + b + c for the Diluted Participant by (ii) the sum of a + b + c for all Participants; and multiplying the result by 100, where:

(a)    At any time after the Funding Completion Date, in the event that any Participant’s Participating Interest dilutes to an amount which is less than five percent (5%) of the aggregate of all of the Participating Interests in the Project Holding Company, such Participant’s Participating Interest in the Project Holding Company shall be cancelled, free and clear of any Encumbrances, in exchange for a net smelter royalty (the “NSR Royalty”), based upon two and one-half percent (2.5%) of the net revenue (direct or indirect) earned by the Project Holding Company from the sale of metal or non-metal products less transportation and refining costs. The Participant receiving the

NSR Royalty shall be deemed to have withdrawn from the Project Holding Company and relinquished its entire Participating Interest in exchange for the NSR Royalty.

Upon the Execution Date, the Participants shall establish a steering committee (the “Steering Committee”).

Until the Funding Completion Date, the Steering Committee shall solely exist to steer activities of the actions of the Project Managing Director under this Agreement and shall not act or deemed to be elected in any management or board capacity or any other supervisory or other affiliation with respect to the Project Holding Company. For the sake of clarification, during the period from the Execution Date until the Funding Completion Date, the Steering Committee shall have the power to approve Programs and Budgets for the Project.

After the Funding Completion Date, the Steering Committee (or their replacements designated by Tonogold or Comstock, as the case may be) shall be replaced with a governing body elected to act as such for the Project Holding Company in accordance with this Agreement (such governing body, the “Board/Manager”). The Board/Manager shall be bestowed with all of the rights, duties and obligations of a “Manager” of a limited liability company as defined in NRS 86.071.

The Steering Committee or the Board/Manager, as the case may be, shall be comprised of five (5) members, three (3) of whom shall be appointed by Tonogold and two (2) of whom shall be appointed by Comstock (except that, if Tonogold and its Affiliates cease to own fifty-one percent (51%) of the Participating Interests after the Funding Completion Date, then three (3) of whom shall be appointed by Comstock and two (2) of whom shall be appointed by Tonogold).

Subject to and without limiting the rights and obligations of the Relevant Parties hereunder, after the Funding Completion Date, the Board/Manager shall manage or direct the management of the Project Holding Company in accordance with this Agreement (including, without limitation Exhibit D annexed hereto).

Quorum for meetings of the Steering Committee or the Board/Manager (as the case may be) shall be five (5). Decisions of the Steering Committee and the Board/Manager shall be made by majority vote and approval, except that decisions related to the following matters shall require the unanimous vote and approval (the “Special Approval Vote”):

(a)    the Project Managing Director shall manage, direct and control Operations, in a manner that is substantially consistent with the initial Program and Budget annexed hereto as Exhibit D and any subsequent approved Program and Budget;

(b)    Subject to Section 10, the Managing Director shall be permitted to sell Products from the Lucerne Property (and the American Flat PP&E, if the option to purchase the American Flat PP&E under Section 8.9 has been exercised) in the form of raw ore, concentrates or derivatives to each of the Participants or their Affiliates, provided that Comstock shall have a right of first refusal to purchase any or all such Products so long as Comstock is willing to purchase at prices and on terms no less favorable to the Project Holding Company than those which would be available from unrelated persons in arm’s-length transactions.

Starting on the date that Tonogold has delivered notice pursuant to Section 5.1(c)(v) and ending on the Funding Completion Date, Tonogold, on behalf, and for the benefit, of the Project Holding Company, shall have an option to purchase all (but not less than all) of the assets described on Exhibit G annexed hereto (collectively, the “American Flat PP&E”) for a total purchase price of $25,000,000 (as adjusted pursuant to the formula set forth below in this Section 8.9). For the sake of clarity, subject to the provisions of this Section 8.9, Comstock shall not have any obligation to retain ownership of all or any portion of the American Flat PP&E. If Tonogold exercises its right to purchase the American Flat PP&E under this Section 8.9 (which shall be contributed to the Project Holding Company in exchange for nil consideration), then Comstock and Tonogold agree that the purchase price may be paid pursuant to the terms of the Joint Venture Promissory Note (with the principal payments proportionally adjusted to reflect a change in the purchase price, if applicable, in accordance with the formula set forth below in this Section 8.9. The purchase price payable by Tonogold shall be adjusted in accordance with the following formula:

Adjusted purchase price = [($49,000,000 - P - PT) * 51%] - (PT * 49%), where

“PT” is the cumulative amounts paid by Tonogold for the purchase of American Flat PP&E under Section 8.10(a) during the term of this Agreement

“P” is the cumulative net proceeds received by Comstock from third parties for the purchase of American Flat PP&E during the term of this Agreement

Comstock covenants and agrees that during the term of this Agreement, Comstock shall (i) update Exhibit G for changes in the assets included among the American Flat PP&E and provide such updated Exhibit G to Tonogold and (ii) be prohibited from selling any further parts of the American Flat PP&E if (a) the proceeds from the sale of the American Flat PP&E to Tonogold and third parties would exceed $25,000,000 (unless and until this Agreement is terminated or the American Flat PP&E option lapses pursuant to this Section 8.9) or (b) in the event that Tonogold exercises its American Flat PP&E option pursuant to this Section 8.9.

(a)    Starting on the Execution Date and ending on the earlier to occur of (i) the termination of this Agreement or (ii) the Funding Completion Date, Tonogold, on behalf, and for the benefit, of the Project Holding Company, shall have a right of first refusal to purchase all or a portion of the American Flat PP&E, if Comstock determines to sell any the American Flat PP&E in Comstock's sole discretion. For the sake of clarity, Comstock shall not have any obligation to retain ownership or sell the American Flat PP&E. In the event that Comstock receives an offer to purchase any of the American Flat PP&E and Comstock in its sole discretion determines to accept such offer, Comstock will notify Tonogold of such offer and the terms of such offer in writing within five (5) days of Comstock’s determination to accept such offer. Tonogold shall then have thirty (30) days

to exercise its right of first refusal to purchase such American Flat PP&E at the same price and on the same terms as contained in such offer (the “AF Offer Terms”). If Tonogold elects not to exercise its rights under this Section 8.10(a) to purchase the American Flat PP&E, Comstock may sell the American Flat PP&E to the offering party on the AF Offer Terms. In the event the offering party does not purchase the American Flat PP&E on the AF Offer Terms then Tonogold’s right of first refusal pursuant to this Section 8.10(a) shall continue to apply to the American Flat PP&E. In the event that the American Flat PP&E option lapses or is terminated by Tonogold pursuant to Section 1.2, any American Flat PP&E assets acquired by Tonogold by virtue of this Section 8.10(a) shall be removed from Comstock’s property by Tonogold no later than six (6) months following such event.

(m)    “Continuing Obligations” means obligations or responsibilities under applicable Law that are reasonably expected to continue or arise after Operations on a particular area of the Lucerne Property (and the American Flat PP&E, if the option to purchase the American Flat PP&E under Section 8.9 has been exercised) have ceased or are suspended, including, but not limited to, Environmental Compliance.

(t)    “Environmental and Mining Compliance” means taking all actions required to comply with, and refraining from taking any actions prohibited or not permitted under, (i) any Environmental Law or Mining Law, (ii) permits, consents, approvals, waivers, licenses and authority regulation of any governmental or regulatory authority under any Environmental Law or Mining Law or (iii) any provision of any lease, contract, agreement, deed or other instrument relating to taking, or refraining from taking, any action described in clause (i) or (ii) of this sentence, in each case relating to any of the Lucerne Property (and the American Flat PP&E, if the option to purchase the American Flat PP&E under Section 8.9 has been exercised), the Operations or the Project Holding Company and in each case whether existing now or in the future.

(u)    “Environmental Laws” means Laws aimed at: reclamation or restoration of properties, including the Lucerne Property (and the American Flat PP&E, if the option to purchase the American Flat PP&E under Section 8.9 has been exercised); abatement of pollution; protection of the environment; monitoring environmental conditions; protection of wildlife, including endangered species; ensuring public safety from environmental hazards; protection of cultural or historic

resources; management, storage or control of hazardous materials and substances; releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances into the environment; and all other Laws relating to the manufacturing, processing, distribution, use, treatment, storage, disposal, handling or transport of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes.

(v)    “Environmental Liabilities” means any and all claims, actions, causes of action, damages, losses, liabilities, obligations, penalties, judgments, amounts paid in settlement, assessments, costs, disbursements or expenses (including, without limitation, legal fees and costs, experts' fees and costs, and consultants' fees and costs) of any kind or of any nature whatsoever that are asserted against any Participant, by any person other than any of the other Participants, alleging liability (including, without limitation, liability for studies, testing or investigatory costs, cleanup costs, response costs, removal costs, remediation costs, containment costs, restoration costs, corrective action costs, closure costs, reclamation costs, natural resource damages, property damages, business losses, personal injuries, penalties or fines) arising out of, based on or resulting from: (i) the presence, release, threatened release, discharge or emission into the environment of any hazardous materials or substances (A) existing or arising on, beneath or above any of the Lucerne Property or (and the American Flat PP&E, if the option to purchase the American Flat PP&E under Section 8.9 has been exercised) and (B) emanating or migrating or threatening to emanate or migrate from any of the Lucerne Property (and the American Flat PP&E, if the option to purchase the American Flat PP&E under Section 8.9 has been exercised) to off-site properties; (ii) physical disturbance of the environment caused by Operations; or (iii) the violation or alleged violation of any Environmental Laws arising from or relating to Operations.

(aa)    “Government Fees” means all rentals, holding fees, location fees, maintenance payments or other payments required by any Law to be paid to a federal, state, municipal, or territorial government or governmental or regulation authority, in order to locate or maintain any mineral, mining or surface leases, claims, rights or other tenures included in the Lucerne Property (and the American Flat PP&E, if the option to purchase the American Flat PP&E under Section 8.9 has been exercised).

(oo)    “Northern Comstock Funding” means the capital contribution requirements of Comstock pursuant to the Northern Comstock Operating Agreement, which for the sake of clarity are comprised of monthly cash payments of $30,000 on the 15th day of each month (other than August), commencing on November 15, 2017 and a cash payment of $482,500 on August 28th of each year. For the sake of clarification, Comstock has paid or will pay the capital contributions under the Northern Comstock Operating Agreement up to and including the amount due on October 15, 2017. The Northern Comstock Operating Agreement provides that Comstock has, under certain circumstances, the right to settle the $482,500 annual capital contribution due in August of each year by issuing common shares of Comstock. Comstock shall maintain this right and shall notify Tonogold in writing on or before August 14th of each year that it has elected to issue common shares, with reasonable evidence that such shares have been issued. Following receipt of such notice, Tonogold shall pay $482,500 in cash directly to Comstock on or before August 28th and such cash payment shall be deemed to constitute a Project Cost. The Northern Comstock Operating Agreement provides that under certain circumstances (defined thereunder as a “One Payment Liquidity Surplus Event” and a “Two Payment Liquidity Surplus Event”), one-time accelerated capital contributions will be required with such amount being applied against future scheduled capital contributions in reverse chronological order. If accelerated capital contributions are triggered under such circumstances, Comstock shall promptly notify Tonogold in writing of such occurrence. The payment of any accelerated capital contribution shall be Comstock’s sole responsibility, however, Tonogold shall pay Comstock the amount of such accelerated capital contributions that would have been required to be paid at the time(s) that they would have been due had an accelerated capital contribution not been triggered. If Tonogold fails to pay Comstock for such capital contributions when due, such amounts that are not paid on a timely basis shall be deemed to be debt secured by Tonogold’s Participating Interest and shall accrue interest at a rate of six percent (6%) per annum. Interest on untimely capital contributions shall be calculated on the basis of a 360-day year and actual days elapsed until paid. Accrued but unpaid interest shall be compounded monthly.

(uu)    “Participating Interest” means the percentage ownership interest of a Participant in the Project Holding Company, as such interest may from time to time be adjusted hereunder. Participating Interests shall be calculated to three (3) decimal places and rounded to two (2) decimal places (e.g., 1.519% shall be rounded to 1.52% and 1.521% shall be rounded to 1.52%). Decimal fractions of 0.005 or more shall be rounded up; decimal fractions of less than 0.005 shall be rounded down. The initial Participating Interests of the Participants are set forth in Section 6.1(a). Tonogold’s Participating Interest shall be zero at all times prior to the Funding Completion Date.

(vv)    “Permitted Encumbrances” means all Encumbrances arising from or related to the Northern Comstock Operating Agreement and the Debenture and any other Encumbrances as may be (i) approved by all of the Participants, (ii) created pursuant to the provisions of this Agreement, (iii) arise by operation of law other than due to a breach hereof or (iv) royalties listed on Exhibit B or Exhibit G to this Agreement.

(ww)    “Phase One Project Funding” means funding the Project Costs paid for by Tonogold in accordance with Section 5.1(c)(ii) of this Agreement; provided, however, that in no event shall amount of Phase One Project Funding be deemed to exceed $7,000,000 in the aggregate (even if actual expenditures shall have exceeded such amount, with such additional expenditures forming part of Phase Two Project Funding) and, to the extent that such expenditures are less than $7,000,000 in the aggregate, Tonogold shall have the right to pay to Comstock an amount equal to such deficit in order to meet the Project One Funding requirement. For the sake of clarity, the failure of Tonogold to make such payments as and when due under Section 5.1(c)(ii) for any reason (including Tonogold’s voluntary election to cease making such payments under this Agreement), the Option shall automatically terminate, expire and be cancelled as provided in Section 5.1(d).

(xx)    “Phase Two Project Funding” means the Project Costs paid for by Tonogold in accordance with Section 5.1(c)(iv) of this Agreement; provided, however, that in no event shall amount of Phase Two Project Funding be deemed to exceed $20,000,000 in the aggregate (even if actual expenditures shall have exceeded such amount) and, to the extent that such expenditures are less than $20,000,000 in the aggregate, Tonogold shall have the right to pay to Comstock an amount equal to such deficit in order to meet the Project Two Funding requirement . For the sake of clarity, the failure of Tonogold to make such payments as and when due under Section 5.1(c)(iv) for any reason (including Tonogold’s voluntary election to cease make such payments under this Agreement), the Option shall automatically terminate, expire and be cancelled as provided in Section 5.1(d).

(yy)    “Products” means all metals, ores, concentrates, minerals and mineral resources, including materials derived from the foregoing, produced from the Lucerne Property (and the American Flat PP&E, if the option to purchase the American Flat PP&E under Section 8.9 has been exercised) pursuant to this Agreement.

(zz)    “Program” means the description in reasonable detail of Operations, for a specified period of time or to achieve a specified objective, to be conducted on the Lucerne Property (and the American Flat PP&E, if the option to purchase the American Flat PP&E under Section 8.9 has been exercised) that will be managed by the Project Managing Director and upon exercise of the Option, the Managing Director.

([[)    “Project” means a mining project established on the Lucerne Property (and the American Flat PP&E, if the option to purchase the American Flat PP&E under Section 8.9 has been exercised), a description of which is included in the Program.