Comstock Mining Inc. (Form: 8-K, Received: 07/29/2021 06:05:11)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 23, 2021

COMSTOCK MINING INC.

(Exact Name of Registrant as Specified in its Charter)

Nevada

(State or Other

Jurisdiction of Incorporation)

001-35200

(Commission File Number)

65-0955118

(I.R.S. Employer

Identification Number)

117 American Flat Road, Virginia City, Nevada 89440

(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code: (775) 847-5272

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.000666 per share

LODE

NYSE

Item 1.01 Entry into a Material Definitive Agreement.

Joint Venture and Construction Financing

On July 23, 2021, Comstock Mining Inc. (the “Company”), purchased 500,000 Class A Units, representing 50% of the issued and outstanding voting equity of LP BIOSCIENCES LLC, a Wyoming limited liability company (“LPB”), from LP NUTRITION LLC, a Delaware limited liability company (“Nutrition”), a subsidiary of LAKEVIEW ENERGY LLC, a Delaware limited liability company (“Lakeview”), with plans to retrofit LPB’s pre-existing solvent extraction facility located in Merrill, Iowa (“Facility”) to extract oil from industrial hemp (“Facility Retrofit”); and, entered into a Note Purchase Agreement (the “Note Purchase Agreement”) to purchase a secured note with a face value of $17,000,000 from LPB (the “LPB Note”) in exchange for a purchase price of $15,000,000 to fund the completion of the Facility Retrofit. The Company issued 3,500,000 restricted shares of its common stock, paid $826,258 in cash, and agreed to pay an initial $1,500,000 in cash in connection with its foregoing equity purchase and financing commitments. The funds loaned to LPB will be derived from the sale of the Company’s common stock held by LPB and discretionary cash advances by the Company. The LPB Note matures on July 31, 2026 and the interest rate is 13.5% per annum. In connection with the LPB Note, LPB granted a leasehold security interest in the Facility to the Company, subject to a mortgage of approximately $4.6 million on the Facility held by LPB’s landlord for the benefit of the landlord’s lender. The Company, Nutrition, and LPB simultaneously entered into a Partnership Interest Purchase Agreement (“Equity Purchase Agreement”) and a Limited Liability Company Operating Agreement for LPB (the “Operating Agreement”), pursuant to which, among other terms, LPB agreed to pay Nutrition the first $3,000,000 of cash proceeds received from the sale of the Company’s common stock, and a $5,000,000 preferred distribution at the same time and in the same proportion as principal prepayments on the LPB Note, with up to 20% of LPB’s after debt net cash flow commencing 90 days after LPB commences ordinary course operations.

Securities Exchange Agreement

On July 23, 2021, the Company also entered into a Securities Exchange Agreement (“Securities Exchange Agreement”) to purchase 100% of the issued and outstanding equity of MANA Corporation, an Oklahoma registered public benefit corporation (“MANA”), in exchange for 4,200,000 restricted shares of the Company’s common stock. Such shares are subject to a five-year transfer restriction (the Lock-Up”), of which 28% will be released from the Lock-Up 180 days after closing, and the remaining 72% will be released in eight (8) equal installments of 9% every six months thereafter. Upon acquisition of MANA, the Company assigned its Class A Units in LPB to MANA.

The foregoing descriptions of the Securities Exchange Agreement, the Equity Purchase Agreement, the Operating Agreement, the Note Purchase Agreement, and the LPB Note , are qualified in their entirety by reference to such documents in their entirety attached to this Current Report on Form 8-K and filed herewith as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, and the Company’s press release related to such transactions, which exhibits are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

d) Exhibits.




10.1						Securities Exchange Agreement dated July 23, 2021, by and among the Company and the shareholders of MANA
10.2						Operating Agreement, dated July 23, 2021, by and between the Company and Nutrition
10.3						Note Purchase Agreement, dated July 23, 2021, by and between the Company and LPB
10.4						LPB Note, dated July 23, 2021
10.5						Equity Purchase Agreement, dated July 23, 2021, by and between the Company and Nutrition
99.1						Press release

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

COMSTOCK MINING INC.

Date: July 28, 2021

By:

/s/ Corrado De Gasperis

Name: Corrado De Gasperis

Title: Executive Chairman and Chief Executive Officer

SECURITIES EXCHANGE AGREEMENT

BETWEEN

MANA CORPORATION (“MANA”)

AND

COMSTOCK MINING INC. (“BUYER”)

JULY 23, 2021

SECURITIES EXCHANGE AGREEMENT

This SECURITIES EXCHANGE AGREEMENT (this “Agreement”), effective as of JULY 23, 2021 (“Effective Date”), is entered into by and among CHAD BLACK, an individual residing in Oklahoma (“Black”), COLBY KORSUN, an individual residing in Oklahoma (“Korsun”), WILLIAM MCCARTHY, an individual residing in New York (“McCarthy”), BRYCE NICHTER, an individual residing in California (“Nichter” and, together with Black, Korsun, McCarthy, the “Sellers”), and COMSTOCK MINING INC., a Nevada corporation (“Buyer” and, together with Sellers, sometimes referred to individually herein as a “Party” and, collectively, as the “Parties”).

WHEREAS the Parties are executing and delivering this Agreement in reliance upon an exemption from securities registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

WHEREAS Sellers own 10,000,000 shares of the common stock of MANA CORPORATION, an Oklahoma registered public benefit corporation (“MANA”), corresponding to 100% of MANA’s issued and outstanding equity (“Seller Equity”).

WHEREAS, the parties desire that the Buyer acquire 100% of the Seller Equity from the Sellers pursuant to the terms and conditions set forth in this Agreement in exchange (the “Share Exchange”) for the issuance of 4,200,000 restricted shares of Buyer’s common stock (the “Company Equity”) to each Seller in the amount set forth in the Sellers’ instructions set forth in Exhibit B hereto (“Disbursement Instructions”), which such Company Equity constitutes “voting stock” within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the “Code”);

WHEREAS, the Share Exchange is intended to constitute a reorganization under Section 368(a)(1)(B) of the Code and the regulations corresponding thereto; and,

WHEREAS, as a result of the Share Exchange, MANA will become a wholly owned subsidiary of the Buyer, and immediately following the completion of the Share Exchange, the Sellers will own the Company Equity.

NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.Definitions

1.1Certain Definitions. Except as otherwise expressly provided herein or unless the context otherwise requires, initially capitalized terms used in this Agreement shall have the meanings set forth in Schedule 1.0 and all other documents, instruments and certificates executed, delivered and/or issued before, at and after Closing in connection herewith and therewith, and all further actions and transactions included in the Contemplated Transactions, including all schedules and exhibits hereto and thereto, each of which are hereby incorporated by reference herein (collectively, the “Transaction Documents”), including, without limitation, the documents set forth on Schedule 2.3 and Schedule 2.4 of this Agreement, and any.

2.Share Exchange

2.1Share Exchange. On and subject to the terms hereof, in exchange for the Company Equity, Sellers shall assign and deliver the Seller Equity to Buyer in accordance with the terms set forth in Schedule 2.1, free and clear of all Liens other than Permitted Encumbrances. As used herein, the term “Exchange” shall mean and refer to the Share Exchange as described on Schedule 2.1.

2.2The Closing. Upon the terms and subject to the conditions hereinbefore and hereinafter set forth, the consummation of this Agreement and the Exchange contemplated herein (the “Closing”) shall take place on a TIME OF THE ESSENCE basis after execution of this Agreement, or, if all the conditions to the Closing are not satisfied on that date, on the first date thereafter on which all such conditions are satisfied. As used herein, the term “Effective Date” shall additionally mean and refer to the date on which the purchase of the Seller Equity by Buyer shall be deemed to be effective. The Closing may take place by delivery and exchange of documents by electronic mail with originals to follow by overnight courier.

001 - MANA Securities Exchange Agreement - CMI.20210723 - EXECUTION.docx 1

2.3Deliveries and Actions of Sellers at Closing. At or prior to the Closing, Sellers shall deliver (or cause to be delivered) to Buyer the documents, instruments, agreements, and other materials itemized in Schedule 2.3.

2.4Deliveries and Actions of Buyer at Closing. At or prior to the Closing, Buyer shall deliver (or cause to be delivered) to Sellers (as applicable) the documents, instruments, agreements, and other materials itemized in Schedule 2.4.

2.5Taking of Necessary Action; Further Action. The Parties shall take all reasonable and lawful action as may be necessary or appropriate to effectuate the Exchange in accordance with this Agreement on the Effective Date.

2.6Intended Tax Treatment. For U.S. federal income tax purposes, the Share Exchange is intended to constitute a “reorganization” within the meaning of Section 368(a)(1)(B) of the Code (the “Intended Tax Treatment”). The parties to this Agreement hereby adopt this Agreement as a “plan of reorganization” within the meaning of Sections 1.368-2(g) and 1.368-3(a) of the U.S. Treasury Regulations and agree that each Seller and the Buyer shall be treated as a “party to a reorganization” within the meaning of Section 368(b) of the Code. The Parties acknowledge that: (i) they each have been represented by their own tax advisors in connection with this Share Exchange (and the related transactions occurring before and after); (ii) no Party has made any representation or warranty to the other with respect to the treatment of such Share Exchange (and the related transactions occurring before and after) or the effect thereof under applicable tax laws, regulations, or interpretations; and (iii) no attorney’s opinion or private letter ruling has been or will be obtained with respect to the tax treatment of the Share Exchange (and the related transactions occurring before and after). From and after the date of this Agreement, the Parties shall take all reasonable steps to cause the Share Exchange to qualify for the Intended Tax Treatment and hereby agree to report the Share Exchange in their respective federal income tax returns consistently with such intent, except as otherwise required by applicable law. Each Seller and Buyer will comply, and will cause MANA to comply, with all reporting and record keeping requirements applicable to the Share Exchange that are prescribed by the Code, by Treasury Regulations thereunder, or by the forms, instructions, or other publications of the Internal Revenue Service, including all record-keeping and information filing requirements.

3.Representations and Warranties Relating to the Sellers and MANA

Sellers represent and warrant to Buyer that the representations and warranties of Sellers contained in this Section 3 shall be true, correct, and complete in all material respects as of the Effective Date and on the Closing. Nothing in the Seller Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein unless the Seller Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item itself). The Seller Disclosure Schedule will be arranged in paragraphs corresponding to the numbered paragraphs contained in this Section 3.

3.1Organization, Good Standing, Corporate Power. MANA is duly organized, validly existing and in good standing under the laws of Oklahoma. MANA is qualified to do business and is in good standing as a foreign Person in each jurisdiction in which the ownership of its properties and the nature and extent of the activities transacted by it makes such qualification necessary. MANA has full power and authority to carry on its business, to own and use the properties owned and used by it and to perform its obligations under this Agreement and the other Transaction Documents.

3.2Ownership, No Voting Trusts. The Seller Equity constitutes all of the issued and outstanding capital stock of MANA, evidencing 100% of the ownership of MANA and is duly authorized, validly issued, fully paid and non-assessable. MANA is not bound by, nor has MANA granted to any other Person, any option, warrant, calls, purchase or other right or other contractual obligation (including, without limitation, conversion or preemptive rights and rights of first refusal or similar rights), orally or in writing, with respect to any capital stock of MANA or that could require MANA to sell, issue, grant, transfer or otherwise dispose of any or all of MANA’s equity, or any securities convertible into or exchangeable for equity in MANA. There are no voting trusts, commitments,

001 - MANA Securities Exchange Agreement - CMI.20210723 - EXECUTION.docx 2

undertakings, understandings, or other restrictions to which MANA is a party which directly or indirectly limit or restrict in any manner, or otherwise relate to, the sale or other disposition of equity of MANA.

3.3Authorization. Sellers have the requisite power and authority to enter into, execute, deliver and perform this Agreement and the other Transaction Documents, and to consummate all transactions contemplated thereby. This Agreement is the valid and legally binding obligation of Sellers, enforceable against Sellers in accordance with the terms, subject to bankruptcy, insolvency, moratorium, reorganization, and similar laws of general applicability affecting the rights and remedies of creditors and to general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at law.

3.4Subsidiaries. Subject to and except as set forth in the Seller Disclosure Schedule, MANA does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity. MANA is not a participant in any joint venture, partnership, or similar arrangement.

3.5No Violation or Approval.

3.5.1Subject to and except as set forth in the Seller Disclosure Schedule, the execution and delivery of this Agreement and the other Transaction Documents by Sellers, and the consummation or performance of any of the Contemplated Transactions will not, directly or indirectly (with or without notice or lapse of time): (i) Breach or otherwise conflict with any provision of the Organizational Documents of MANA, or contravene any resolution adopted by the officers, managers, or members of MANA; (ii) Breach or otherwise conflict with any Legal Requirement or Order to which MANA may be subject or give any Governmental Body or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which MANA may be subject; (iii) Breach or otherwise conflict with or result in a violation or Breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held or being applied for by or on behalf of MANA, or that otherwise relates to MANA, or the MANA Business; (iv) cause Buyer (or any Related Person thereof) to become subject to, or to become liable for the payment of, any Tax; (v) Breach or otherwise conflict with any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any contract or agreement to which MANA is a party or by which MANA is bound; or (vi), result in the imposition or creation of any Lien on MANA, or the MANA Business.

3.5.2Subject to and except as set forth in the Seller Disclosure Schedule, Sellers are not required to give any notice to, or obtain any Consent from, any Person in connection with the execution and delivery of this Agreement, the other Transaction Documents or the consummation of any of the Contemplated Transactions, including any Consent required in order to preserve and maintain all Governmental Authorizations required for the ownership and continued operation of the MANA Business, either before or after the Closing, and the consummation of the Contemplated Transactions. Any registration, declaration, or filing with, or Consent, or Governmental Authorization or Order by, any Governmental Body with respect to MANA that is required in connection with the consummation of the Contemplated Transactions has been completed, made, or obtained on or before the Effective Date.

3.6Litigation. Except as set forth in Section 3.6 of the Seller Disclosure Schedule (which lists pending or threatened Proceedings, all of which are referred to as “Current Litigation Matters”), (i) there is no pending or, to Sellers’ Knowledge, threatened Proceeding by or against MANA that relates to or may affect MANA, or MANA’s Business, that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the Contemplated Transactions; (ii) no event has occurred or circumstance exists that is reasonably likely to give rise to or serve as a Basis for the commencement of any such Proceeding; (iii) there is no Order to which MANA, or MANA’s Business are subject or that in any way relates to or could reasonably be expected to affect MANA, or MANA’s Business; (iv) no officer, director, member, manager, agent or employee of MANA is subject to any Order that prohibits such officer, director, member, manager, agent or employee from engaging in or continuing any conduct, activity or practice relating to the MANA Business; (v) MANA is, and at all times has been, in compliance with all of the terms and requirements of any Order; (vi) no event has occurred or circumstance exists that is reasonably likely to constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any such Order; and (vi), MANA has not received

001 - MANA Securities Exchange Agreement - CMI.20210723 - EXECUTION.docx 3

any notice or other communication (whether written or oral) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any such Order.

3.7Financial Matters. Except as set forth in the Seller Disclosure Schedule, MANA has not entered into any transactions, earned, incurred, or accrued any items of revenue or expense. Subject to and except as disclosed in the Seller Disclosure Schedule, MANA has not incurred any Liability, and there is no Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against MANA giving rise to any Liability.

3.8Taxes. Since its formation, MANA has not yet been required to file any Tax Returns or to withhold taxes with respect to employees and independent contractors.

3.9Title. Except for permitted encumbrances as defined and itemized in Section 3.9 of the Seller Disclosure Schedule (the “Permitted Encumbrances”), Sellers have good and valid title to the Seller Equity to be sold hereunder, free and clear of all Liens. Sellers shall transfer the Seller Equity to Buyer, free and clear of all Liens other than Permitted Encumbrances.

3.10Title to Assets. Except for Permitted Encumbrances, MANA has good and valid title to its intellectual property and other assets, free and clear of all Liens as defined and itemized in Section 3.10 of the Seller Disclosure Schedule (“MANA Assets”). The MANA Assets (a) constitute all of the assets, tangible and intangible, necessary to conduct the MANA Business in the manner presently operated or contemplated by MANA, and (b) constitute all of the operating assets of MANA. Section 3.10 of the Seller Disclosure Schedule contains a complete and accurate list and summary of all intellectual property owned or possessed by MANA, or which MANA has the right to use pursuant to a valid and enforceable, written license, sublicense, agreement, or permission (collectively and together with the Intangible Personal Property, the “Intellectual Property Assets”).

3.10.1Real Property; Tangible Personal Property. MANA does not own, lease or sublease real property or any Tangible Personal Property.

3.10.2Intangible Personal Property; Intellectual Property Assets. The MANA Assets include all of the intellectual property necessary for the operation of the MANA Business. The Intellectual Property Assets do not infringe on the intellectual property rights of any Person. MANA is the owner or licensee of all right, title and interest in and to each of the Intellectual Property Assets, free and clear of all Liens except for Permitted Encumbrances. MANA has the right to use all of the Intellectual Property Assets without payment to any third party. MANA owns or has the right to use pursuant to ownership, license, sublicense, agreement, permission, or free and unrestricted availability to general public, all of the Intellectual Property Assets used by MANA, subject to the terms of applicable agreements itemized in the Seller Disclosure Schedule. MANA has not interfered with, infringed upon, misappropriated, or otherwise come into conflict with any intellectual property rights of third parties, and neither MANA nor its members, managers, officers or employees have ever received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that MANA must license or refrain from using any intellectual property rights of any third party). Except as disclosed in the Seller Disclosure Schedule, to the Knowledge of MANA, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any proprietary intellectual property rights of MANA.

3.11Intellectual Property.

3.11.1MANA owns or possesses or can acquire on commercially reasonable terms sufficient legal rights to all Intellectual Property Assets without any known conflict with, or infringement of, the rights of others, including prior employees or consultants, or academic or medical institutions with which any of them may be affiliated now or may have been affiliated in the past. Sellers have no Knowledge and MANA has not received any communications alleging that MANA has violated, or by conducting its business, would violate any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets, mask works or other proprietary rights or processes of any other Person.

3.11.2No product or service marketed or sold (or proposed to be marketed or sold) by MANA violates or will violate any license or infringes or will infringe any intellectual property rights of any other Person.

001 - MANA Securities Exchange Agreement - CMI.20210723 - EXECUTION.docx 4

3.11.3Other than with respect to commercially available software products under standard end-user object code license agreements, new technology licensed by MANA following the Closing, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the Intellectual Property Assets, nor is MANA bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other Person.

3.11.4MANA has obtained and possesses valid licenses to use all of the software programs present on the computers and other software-enabled electronic devices that it owns or leases or that it has otherwise provided to its employees for their use in connection with the MANA Business.

3.11.5Each employee and consultant of MANA has assigned to MANA all intellectual property rights he or she owns or created that are related to the MANA Business as now conducted and as presently proposed to be conducted and all intellectual property rights that he, she or it solely or jointly conceived, reduced to practice, developed or made during the period of his, her or its employment or consulting relationship with MANA that (i) relate in any respect to the MANA Business as currently conducted or as proposed to be conducted, (ii) were developed on any amount of MANA’s time or with the use of any of MANA’s equipment, supplies, facilities or information or (iii) resulted from the performance of services for MANA. To Sellers’ Knowledge, it will not be necessary to use any inventions of any of its employees or consultants (or Persons it currently intends to hire) made prior to their employment by MANA, including prior employees or consultants, or academic or medical institutions with which any of them may be affiliated now or may have been affiliated in the past.

3.11.6Section 3.11 of the Seller Disclosure Schedule lists all Intellectual Property Assets, including all patents, patent applications, trademarks, trademark applications, service marks, service mark applications, tradenames, copyrights, and licenses to and under any of the foregoing, in each case owned by MANA.

3.11.7MANA has not embedded, used or distributed any open source, copyleft or community source code (including but not limited to any libraries or code, software, technologies or other materials that are licensed or distributed under any General Public License, Lesser General Public License or similar license arrangement or other distribution model described by the Open Source Initiative at www.opensource.org, collectively “Open Source Software”) in connection with any of its products or services that are generally available or in development in any manner that would materially restrict the ability of MANA to protect its proprietary interests in any such product or service or in any manner that requires, or purports to require (i) any Intellectual Property Assets (other than the Open Source Software itself) be disclosed or distributed in source code form or be licensed for the purpose of making derivative works; (ii) any restriction on the consideration to be charged for the distribution of Intellectual Property Assets; (iii) the creation of any obligation for MANA with respect to Intellectual Property Assets owned by MANA, or the grant to any third party of any rights or immunities under Intellectual Property Assets owned by MANA; or (iv) any other limitation, restriction or condition on the right of MANA with respect to its use or distribution of any Intellectual property Assets.

3.11.8Except as set forth in Section 3.11 of the Seller Disclosure Schedule, no government funding, facilities of a university, college, other educational institution or research center, or funding from third parties was used in the development of any of MANA’s Intellectual Property Assets. No Person who was involved in, or who contributed to, the creation or development of any Intellectual Property Assets, has performed services for the government, university, college, or other educational institution or research center in a manner that would affect MANA’s rights in its Intellectual Property Assets.

3.12Operations in Conformity with Law, Etc. (i) MANA is, and at all times has been, in full compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of MANA, MANA’s assets, and the MANA Business; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) (a) may constitute or result in a violation by MANA of, or a failure on the part of MANA to comply with, any Legal Requirement, or (b) may give rise to any obligation on the part of MANA to undertake, or to bear all or any portion of the cost of, any Remedial Action of any nature; and (iii) MANA has not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (a) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement, or (b) any actual, alleged, possible or potential obligation on the part of MANA to undertake, or to bear all or any portion of the cost of, any Remedial Action of any nature.

001 - MANA Securities Exchange Agreement - CMI.20210723 - EXECUTION.docx 5

3.13No Employees or Independent Contractors. Since its formation, MANA has not employed or engaged any person or entity, whether as an employee or independent contractor.

3.14Permits. MANA does not possess or hold, and is not required to possess or hold, any permits, licenses, Consents, Governmental Authorizations and Approvals (collectively, the “Permits”) in connection with performing its obligations, or owning, constructing, operating and developing the MANA Business.

3.15Contractual Obligations. Except as set forth in Section 3.15 of the Seller Disclosure Schedule, The only Contracts to which MANA is a party are the Transaction Documents, and correct and complete copies of all such Transaction Documents have been provided to Buyer. Except as set forth in applicable Transaction Documents, MANA does not have and may not acquire any rights under any Contract. (i) the Transaction Documents are legal, valid, binding, enforceable, and in full force and effect (except as enforcement thereof may be limited by applicable Insolvency Laws), and will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the Contemplated Transactions; (ii) MANA is, and at all times has been, in compliance with all applicable terms and requirements of the Transaction Documents; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with or result in a Breach of, or give MANA or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, the Transaction Documents; (iv) no party to the Transaction Documents has threatened to terminate its business relationship with MANA for any reason; and (v) MANA has not given to or received from any other Person any notice or other communication (whether oral or written) regarding the actual, alleged, possible or potential Breach of any Transaction Documents. There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable under the Transaction Documents with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.

3.16Bank Accounts. The Seller Disclosure Schedule lists all bank, money market, savings and similar accounts and safe deposit boxes of MANA, specifying the account numbers and the authorized signatories or persons having access to them.

3.17Insurance. The Seller Disclosure Schedule accurately sets forth a list of all current policies of insurance held by MANA. All such policies of insurance are in full force and effect, and no notice of cancellation has been received with respect thereto, and all premiums owed to date have been paid in full.

3.18Affiliated Transactions. Except as set forth in the Seller Disclosure Schedule, no member, employee, or any members of their immediate families owns, directly or indirectly (whether as undisclosed principal or otherwise), individually or collectively, any interest in any corporation, partnership, firm or other entity which has any agreement, arrangement or other contractual relationship with MANA.

3.19Charter, Minutes, Operating Agreement and Permits. MANA has heretofore delivered or caused to be delivered (or will hereinafter deliver or cause to be delivered prior to the Effective Date) to Buyer or its counsel accurate and complete copies of its Certificate of Incorporation, bylaws, written consents, minutes of the meetings of its members and managers, and membership books. Nothing contained in any of the foregoing prevents or adversely affects the consummation of the transactions contemplated by this Agreement. True and correct copies of the Certificate of Incorporation and bylaws, as amended, of MANA are attached hereto and made a part hereof as Exhibit B (“MANA’s Corporate Documents”), each of which is in full force and effect and has not been amended or modified in any way.

3.20Restrictive Covenants. MANA is not party to or bound or affected by any commitment, agreement or document which limits the freedom of MANA to compete in MANA’s Business as contemplated by the Transaction Documents, or which does or could materially and adversely affect the MANA Business after the Closing.

3.21Investment Purpose. Each of the Sellers are acquiring the Company Equity for his own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof.

3.22Accredited Investor Status. Each of the Sellers is an “accredited investor” as that term is defined in Rule 501 of Regulation D, as promulgated under the Securities Act.

001 - MANA Securities Exchange Agreement - CMI.20210723 - EXECUTION.docx 6

3.23Reliance on Exemptions. Sellers understand that the Company Equity are being offered, exchanged and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that Buyer is relying in part upon the truth and accuracy of, and Sellers’ compliance with, the representations, warranties, agreements, acknowledgments and understandings of Sellers set forth herein in order to determine the availability of such exemptions and the eligibility of Sellers to acquire the Company Equity.

3.24Information. Sellers and their respective advisors, if any, have been furnished with all materials they have requested relating to the business, finances and operations of Buyer and information Sellers deemed material to making an informed investment decision regarding its purchase of the Company Equity. Sellers and its advisors, if any, have been afforded the opportunity to ask questions of Buyer and its management. Neither such inquiries, nor any materials provided to Sellers, nor any other due diligence investigations conducted by Sellers or its advisors, if any, or its representatives, shall modify, amend or affect Sellers’ right to fully rely on Buyer’s representations and warranties herein. Sellers understands that its investment in the Company Equity involves a high degree of risk.

3.25No Governmental Review. Sellers understands that no United States federal or state Governmental Authority has passed on or made any recommendation or endorsement of the Company Equity, or the fairness or suitability of the investment in the foregoing, nor have such Governmental Authorities passed upon or endorsed the merits of the offering of the Company Equity.

3.26Corrupt Practices. Except in compliance with all Legal Requirements, neither MANA nor any of its Related Persons, or each of their respective officers, directors, managers, employees or agents, have, directly or indirectly, ever made, offered or agreed to offer anything of value to (i) any employees, Representatives or agents of any customers of MANA for the purpose of attracting business to MANA, or (ii) any domestic governmental official, political party or candidate for government office or any of their employees, Representatives or agents.

3.27Brokers, Finders, Etc. No broker, finder or investment banker or other party is entitled to any brokerage, finder’s or similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of MANA. Sellers agree to indemnify and hold harmless Buyer from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of the Contemplated Transactions (and the costs and expenses of defending against such liability or asserted liability) for which Sellers or any of its officers, employees or representatives is responsible.

3.28No Omissions. No other information provided by or on behalf of Sellers to Buyer, including, without limitation, information referred to in this Agreement and the other Transaction Documents, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

4.Representations and Warranties Relating to Buyer

Buyer represents and warrants to Sellers that the statements contained in this Section 4 are true, correct and complete as of the Effective Date.

4.1Organization, Good Standing, Corporate Power. Buyer is duly organized, validly existing and in good standing under the laws of Nevada. Buyer is qualified to do business and is in good standing as a foreign Person in each jurisdiction in which the ownership of its properties and the nature and extent of the activities transacted by it makes such qualification necessary. Buyer has full corporate power and authority to carry on its business, to own and use the properties owned and used by it and to perform its obligations under this Agreement and the other Transaction Documents.

4.2Authorization. Buyer has the requisite power and authority to enter into, execute, deliver and perform this Agreement and the other Transaction Documents, and to consummate all transactions contemplated thereby. This Agreement is the valid and legally binding obligation of Buyer, enforceable against it in accordance with the terms, subject to bankruptcy, insolvency, moratorium, reorganization and similar laws of general applicability affecting the rights and remedies of creditors and to general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at law.

001 - MANA Securities Exchange Agreement - CMI.20210723 - EXECUTION.docx 7

4.3No Violation or Approval. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result in the breach or violation of, or a default under the Articles of Incorporation or Bylaws of Buyer, or any statute applicable to Buyer or any material agreement to which Buyer is a party or by which any of its properties are bound, any fiduciary duty or any order, judgment, decree, rule or regulation of any court or any Government Authority or body having jurisdiction over Buyer or its properties, except where such failure would result in any change in or effect on the business of Buyer, which has a material adverse effect on the ability of Buyer to consummate the transactions contemplated by this Agreement. No consent, approval, order or authorization of, or negotiation, declaration or filing with, any Governmental Authority or entity or other party is required of, and has not been obtained or made by Buyer in connection with the execution and delivery of this Agreement or the consummation of any of the transactions contemplated hereby.

4.4Capitalization. The capitalization of the Buyer is as set forth in its periodic securities filings, which include, to the Buyer’s Knowledge, the number of shares of Buyer’s common stock owned beneficially, and of record, by Affiliates of the Buyer as of the date hereof.

4.5Buyer Financial Statements. Seller has access at http://www.sec.gov to Buyer’s financial statements (balance sheet, statement of operations, and statement of cash flows) for the fiscal year ended December 31, 2020, and its unaudited financial statements (balance sheet, statement of operations, and statement of cash flows) as at, and for the three-month period ended March 31, 2021 (collectively, the “Buyer Financial Statements”). The Buyer Financial Statements: (i) are true, accurate and complete in all material respects; (ii) are consistent with the books and records of Buyer; (iii) present fairly and accurately, in all material respects, the results of operations and financial condition of the business of Buyer for the respective periods covered or as of their respective dates; and (iv), have been prepared in accordance with U.S. GAAP, applied on a consistent basis throughout the periods covered. Sellers or their representatives have access through the SEC’s website at http://www.sec.gov, true and complete copies of the documents that Buyer is required to file with the SEC (the “SEC Documents”). As of their respective dates, the Buyer Financial Statements disclosed in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto.

4.6Taxes. Buyer has duly filed, on a timely basis all Tax Returns which it is required to file, and all material liabilities for Tax (including interest and penalties) have been paid. Buyer has paid all required withholding taxes with respect to employees and independent contractors. There are in effect no waivers or extensions of the applicable statutes of limitations for tax liabilities for any period, and no taxing authority has asserted either orally or in writing any adjustment that could result in an additional Tax for which Buyer is or may be liable and there is no pending audit, examination, investigation, dispute, proceeding or claim for which Buyer has received notice relating to any Tax for which any one of them is or may be liable. There are no agreements in writing with any taxing authority by Buyer. Buyer has not been nor is it included in any consolidated, affiliated, combined, unitary or other similar Tax Returns and there are no tax sharing agreements to which Buyer has now or ever has been a party. Buyer is not a party to any agreement, contract, arrangement or plan that would result in the payment of any “excess parachute payments” within the meaning of Code Section 280G (or any comparable provision of state, local or foreign law).

4.7No Material Adverse Breaches, etc. Except as set forth in the SEC Documents, neither Buyer nor any of its subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of Buyer’s officers has or is expected in the future to have a material adverse effect on the business, properties, operations, financial condition, results of operations or prospects of Buyer or its subsidiaries. Except as set forth in the SEC Documents, neither Buyer nor any of its subsidiaries is in breach of any contract or agreement which breach, in the judgment of Buyer’s officers, has or is expected to have a material adverse effect on the business, properties, operations, financial condition, results of operations or prospects of Buyer or its subsidiaries.

4.8Litigation. There is no action pending against, affecting or, to the knowledge of Buyer, threatened against it or any of its properties before any court or arbitrator or any governmental body, agent or official which in any manner challenges or seeks to prevent, enjoin, alter or materially delay any of the transactions contemplated by this Agreement or would materially adversely affect Buyer’s ability to consummate the transactions contemplated hereby.

001 - MANA Securities Exchange Agreement - CMI.20210723 - EXECUTION.docx 8

4.9No Omissions. No other information provided by or on behalf of Buyer or its Related Persons to Sellers, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

4.10Brokers, Finders, Etc. No broker, finder or investment banker or other party is entitled to any brokerage, finder’s or similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer. Buyer agrees to indemnify and hold harmless Sellers from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of the Contemplated Transactions (and the costs and expenses of defending against such liability or asserted liability) for which Buyer or any of its officers, employees or representatives is responsible.

5.Covenants Relating to Seller

5.1Best Efforts. Sellers shall use their respective reasonable best efforts timely to satisfy each of the conditions to be satisfied by it hereunder.

5.2Registration and Exemption. Sellers agree and acknowledge that the Company Equity may not be sold or transferred unless: (i) such shares are sold pursuant to an effective registration statement under the Securities Act; or (ii) an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) has been provided to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) such shares are sold or transferred pursuant to Rule 144 under the Securities Act (or a successor rule) (“Rule 144”); or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of Sellers who is an Accredited Investor (as defined in the Securities Act), and who agrees to sell or otherwise transfer the Company Equity only in accordance with this Section 5.2. Until such time as the shares of Company Equity have been registered under the Securities Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of Company Equity that have not been so included in an effective registration statement, or that have not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES REPRESENTED BY THIS CERTIFICATE CANNOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (a) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (b) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT.”

5.3Further Assurances; Cooperation. Sellers shall use its reasonable best efforts to cooperate with Buyer and to diligently perform under the Transaction Documents. At and after the Closing, Sellers shall execute and deliver such further instruments of conveyance and transfer as Buyer may reasonably request to convey and effectively transfer the Seller Equity.

6.Covenants Relating to Buyer

6.1Best Efforts. Buyer shall use its reasonable best efforts timely to satisfy each of the conditions to be satisfied by it hereunder.

6.2Further Assurances; Cooperation. Buyer shall use its reasonable best efforts to cooperate with Sellers and to diligently perform under the Transaction Documents. At and after the Closing, Buyer shall execute

001 - MANA Securities Exchange Agreement - CMI.20210723 - EXECUTION.docx 9

and deliver such further instruments as Sellers may reasonably request to convey and transfer effectively the Company Equity and any and all amounts due and payable thereunder, or which may otherwise be due and payable under any Transaction Document.

7.Corporate Matters

7.1Indemnification.

7.1.1Survival. Subject to the provisions of this Section 7, all representations, warranties, covenants and obligations of the Parties contained in this Agreement and in the agreements, instruments and other documents delivered pursuant to this Agreement will survive the Closing and the consummation of the Contemplated Transactions.

7.1.2Indemnification by Buyer. Buyer hereby covenants and agrees that, to the fullest extent permitted by Legal Requirement, it will defend, indemnify and hold harmless Sellers and its Related Persons and Representatives, and their respective officers, directors, members, managers, employees, agents, and Representatives, and all successors and assigns of the foregoing (collectively, the “Seller Indemnified Persons”), for, from and against any Adverse Consequences, arising from or in connection with: (i) any Breach of any representation, warranty, covenant, obligation or agreement made by Buyer in the Transaction Documents, the Schedules and Exhibits hereto, the certificates delivered hereunder, any transfer instrument, or any other certificate, document, writing or instrument delivered by Buyer pursuant to or otherwise in connection with the Transaction Documents; (ii) any Liability of Buyer or its Related Persons; or (iii) any claim by any Person for any brokerage or finder’s fee, commission or similar payment based upon any agreement or understanding made, or alleged to have been made, by any Person with Buyer in connection with this Agreement or any of the Contemplated Transactions.

7.1.3Indemnification by Sellers. Sellers hereby covenants and agrees that, to the fullest extent permitted by Legal Requirement, the will jointly and severally defend, indemnify and hold harmless Buyer and its Related Persons and Representatives, and their respective officers, directors, members, managers, employees, agents, and Representatives, and all successors and assigns of the foregoing (collectively, the “Buyer Indemnified Persons”), for, from and against any Adverse Consequences, arising from or in connection with: (i) any Breach of any representation, warranty, covenant, obligation or agreement made by Sellers in the Transaction Documents, the Schedules and Exhibits hereto, the certificates delivered hereunder, any transfer instrument, or any other certificate, document, writing or instrument delivered by Sellers pursuant to or otherwise in connection with the Transaction Documents; (ii) any Liability of Sellers or its Related Persons; (iii) any Liability of MANA based on facts, events or circumstances occurring before the Effective Date, or arising out of or in connection with the ownership and operation of MANA, MANAs assets, and the MANA Business prior to the Effective Date, whether or not such Liabilities or claims were known or unknown, absolute, accrued or contingent, on such date; or (iv) any Liability of MANA to any Related Person (except in connection with Permitted Encumbrances prior to the date on which Buyer has fully performed under the Transaction Documents).

7.1.4Payment of Claims. A claim for indemnification may be asserted by written notice to the Party from whom indemnification is sought and will be paid promptly after such notice, together with satisfactory proof of Adverse Consequences or other documents evidencing the basis of the Adverse Consequences sought, are received.

7.1.5Other Remedies. The foregoing right of any setoff provisions, holdback provisions and indemnification provisions are in addition to, and not in derogation of, any statutory, equitable, or common law remedy any Party may have in connection with this Agreement and the Contemplated Transactions.

8.Additional Actions and Transactions.

8.1Access to Information; Confidentiality. Upon reasonable notice, Sellers shall afford to the officers, employees, accountants, counsel and other representatives of Buyer, reasonable access, during the period prior to the Effective Date, to all properties, books, contracts, commitments and records of MANA; and, during such period, MANA shall furnish promptly to Buyer, as the case may be, all information concerning MANA’s Business, properties and personnel as such parties may reasonably request, and MANA shall make available to Buyer and its representatives the appropriate individuals, including attorneys, accountants and other professionals for discussion of MANA’s Business, properties and personnel as such parties may reasonably request.

001 - MANA Securities Exchange Agreement - CMI.20210723 - EXECUTION.docx 10

8.2Continued Disclosure. From time to time, on and prior to the Effective Date, Sellers shall promptly notify Buyer upon becoming aware of any fact, occurrence or event that would cause any of its representations and warranties contained in this Agreement to be inaccurate or incomplete in any material respect.

9.Conditions to the Closing

9.1Conditions to the Obligations of Sellers. The obligations of Sellers, to consummate the Closing are subject to the satisfaction, or written waiver by the Sellers (“Seller Exception Notice”), of the following conditions:

9.1.1Representations and Warranties. The representations and warranties of Buyer contained herein, and in any certificate or other writing delivered by Buyer pursuant hereto, shall be true and correct in all material respects at and as of the Closing as if made at and as of such time, except for (i) changes contemplated by this Agreement and the other Transaction Documents, and (ii) those representations and warranties which address matters only as of a particular date (which shall have been true and correct as of such date), with the same force and effect as if made at and as of the Closing.

9.1.2Agreements and Covenants; Buyer Closing Deliverables. Buyer shall have performed or complied in all material respects with all agreements and covenants required by this Agreement and the other Transaction Documents to be performed or complied with by it at or prior to the Effective Date. Buyer shall have delivered or caused to be delivered to Sellers all of the items specified in Schedule 2.4. All material written consents, assignments, waivers or authorizations that are required as a result of the transactions contemplated by this Agreement shall have been obtained.

9.1.3Consummation of Contemplated Transactions. All Contemplated Transactions involving Buyer and its Related Persons shall have been consummated as of the Effective Date, as such term is defined in applicable Transaction Documents.

9.2Conditions to Obligations of Buyer at Closing. The obligations of Buyer, to consummate the Closing, as applicable, are subject to the satisfaction, or written waiver by Buyer (“Buyer Exception Notice”), of the following conditions:

9.2.1Representations and Warranties. The representations and warranties of Sellers contained herein, and in any certificate or other writing delivered by Sellers pursuant hereto, shall be true and correct in all material respects at and as of the Closing as if made at and as of such time, except for (i) changes contemplated by this Agreement and the other Transaction Documents, and (ii) those representations and warranties which address matters only as of a particular date (which shall have been true and correct as of such date), with the same force and effect as if made at and as of the Closing.

9.2.2Agreements and Covenants; Closing Deliverables. Sellers shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by Sellers at or prior to the Effective Date. Sellers shall have delivered or caused to be delivered to Buyer all of the items specified in Schedule 2.3. All material written consents, assignments, waivers, or authorizations that are required as a result of the transactions contemplated by this Agreement shall have been obtained.

9.2.3Material Adverse Effect. No proceeding challenging this Agreement, or the transactions contemplated hereby or seeking to prohibit, alter, prevent, or materially delay the Closing shall have been instituted by any person before any court, arbitrator or governmental authority nor shall any such proceeding be pending. There shall have not occurred any events or developments, individually or in the aggregate, resulting in a Material Adverse Effect with respect to Sellers.

9.2.4Consummation of Contemplated Transactions. All Contemplated Transactions involving Buyer, Sellers, and their respective Related Persons shall have been consummated as of the Effective Date, as such term is defined in applicable Transaction Documents.

9.2.5Compliance Certificate. The President or Chief Executive Officer of MANA shall have delivered to Buyer a certificate certifying that the conditions specified in this Section 9.2 have been fulfilled.

9.2.6Absence of Other Events. Buyer shall have the right to terminate its obligation to complete the Closing if, prior to the occurrence thereof, any of the following occurs: (i) Sellers consummates a

001 - MANA Securities Exchange Agreement - CMI.20210723 - EXECUTION.docx 11

liquidation event or undergoes a change of control, (ii) a binding underwriting agreement for the pricing of an initial public offering of MANA are executed, in which case Buyer may terminate its obligations hereunder immediately prior to, or contingent upon, such closing; or (iii) MANA (a) applies for or consents to the appointment of a receiver, trustee, custodian or liquidator of itself or substantially all of its property, (b) becomes subject to the appointment of a receiver, trustee, custodian or liquidator of itself or substantially all of its property, (c) makes an assignment for the benefit of creditors, (d) institutes any proceedings under the United States Bankruptcy Code or any other federal or state bankruptcy, reorganization, receivership, insolvency or other similar law affecting the rights of creditors generally, or files a petition or answer seeking reorganization or an arrangement with creditors to take advantage of any Insolvency Law, or files an answer admitting the material allegations of a bankruptcy, reorganization or insolvency petition filed against it, (e) becomes subject to any involuntary proceedings under the United States Bankruptcy Code or any other federal or state bankruptcy, reorganization, receivership, insolvency or other similar law affecting the rights of creditors generally, when proceeding is not dismissed within thirty (30) days of filing, or have an order for relief entered against it in any proceedings under the United States Bankruptcy Code, or (e) Sellers or MANA take any other action or any other event or circumstance occurs that Buyer reasonably believes will reduce the value of MANA or result in a failure of the conditions of Closing to be satisfied.

10.Termination

10.1Termination. This Agreement may be terminated upon the occurrence of one or more Events of Default by written notice of the Party asserting Breach hereunder. In the event of a termination of this Agreement pursuant to this Section, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto or any of its affiliates, directors, officers, stockholders, or members except that nothing herein shall relieve any party from liability for any Breach hereof occurring prior to termination. All fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether the Exchange is consummated.

10.2Events of Default. For purposes of this Agreement, an “Event of Default” shall be construed to mean the occurrence of one or more of the following events of Breach by any Party after the date hereof that remains uncured thirty (30) days following written notice of default (each, a “Default Notice”) to the breaching Party(ies) (“Breaching Party” or “Breaching Parties”) from any one or more non-breaching Party(ies) (“Non-Breaching Party” or “Non-Breaching Parties”):

10.2.1Payment Default. If any Breaching Party shall, for any reason, fail to comply with any payment obligations as and when due;

10.2.2Representations. If any representation or warranty made by or on behalf of any Breaching Party, whether contained in this Agreement, or in any other Transaction Document with one or more of the Non-Breaching Parties, and which the Non-Breaching Party(ies) asserting Breach has (or have) proven to have been false or incorrect in any material respect when made;

10.2.3Voluntary Insolvency Proceedings. If Breaching Party shall (i) apply for or consent to or acquiesce in the appointment of or the taking of possession by a receiver, liquidator, custodian or trustee of itself or of all or any part of its property, (ii) admit in writing its inability, or be generally unable, to pay its debts as such debts become due, (iii) make a general assignment for the benefit of its creditors, (iv) commence a voluntary case under the bankruptcy laws of the United States of America (as now or hereafter in effect) or any similar foreign law, (v) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, or (vi) take any action for the purpose of effecting any of the foregoing;

10.2.4Involuntary Insolvency Proceedings. A proceeding or case shall be commenced, without the application or consent of the non-Breaching Party in any court of competent jurisdiction, seeking (i) liquidation, reorganization, dissolution, winding-up or composition or adjustment of debts of the Breaching Party, (ii) the appointment of a trustee, receiver, liquidator, custodian or the like of the Breaching Party, or of all or any part of any of their assets, (iii) similar relief under any law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts, and such proceeding or case shall continue undismissed, for a period of ninety (90) days; or (iv) any order for relief against the Breaching Party, shall be entered in an involuntary case under

001 - MANA Securities Exchange Agreement - CMI.20210723 - EXECUTION.docx 12

bankruptcy laws of the United States of America, or any similar foreign law, and shall continue undismissed for a period of ninety (90) days; or

10.2.5Divestiture of Assets. If any order, judgment, or decree shall be entered in any proceeding requiring Breaching Party to divest itself of any material part of its assets, and if, within forty-five (45) days after entry thereof (unless or until enforcement is sooner commenced), such order, judgment or decree shall not have been discharged or execution thereof stayed pending appeal, or if, within ten (10) days after the expiration of any such stay (unless or until enforcement is sooner commenced), such judgment, order or decree shall not have been discharged.

11.General Terms and Conditions

11.1Modifications. Any Transaction Documents may be modified only in a writing that specifically refers to the proposed modification and applicable Transaction Document(s), and which is signed by an authorized representative of each Party.

11.2Governing Law; Consent to Jurisdiction. Notwithstanding anything stated to the contrary herein, this Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada, without regard to the principles of conflict of laws. Any dispute arising under, relating to or in connection with this Agreement or related to any matter which is the subject of or incidental to this Agreement or Transaction Documents, after application of this Section 11.2, shall be subject to the exclusive jurisdiction and venue of the state and federal courts in Washoe County, Nevada. The parties submit to the exclusive jurisdiction of these courts for the purpose of any such action or proceeding, and this submission cannot be revoked. The parties understand that they are surrendering the right to bring litigation against one another outside the State of Nevada.

11.3Assignment. This Agreement shall not be assigned by operation of law or otherwise in the absence of the prior written consent of each the Parties hereto.

11.4Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial overnight delivery service or mailed by registered or certified mail (return receipt requested) or sent via electronic mail (with confirmation of receipt) to the parties at the below address (or at such other address for a party as shall be specified by like notice). Notice shall be deemed effective upon the earlier of (a) actual receipt, (b) one business day following transmission by electronic mail or commercial overnight delivery services, or (c) three business days following registered or certified mail.

11.5Severability. If any provision of this Agreement is held to be unenforceable by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement to affect the original intent of the parties so closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

11.6Entire Agreement. This Agreement, the Transaction Documents, and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Exhibits, the Seller Disclosure Schedule, and the other Schedules constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and are not intended to confer upon any other person any rights or remedies hereunder.

11.7Amendment and Waiver. This Agreement may be amended only by a written agreement executed by the parties hereto. No provision of this Agreement may be waived except by a written document executed by the party entitled to the benefits of the provision. No waiver of a provision will be deemed to be or will constitute a waiver of any other provision of this Agreement. A waiver will be effective only in the specific instance and for the purpose for which it was given and will not constitute a continuing waiver.

11.8Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any right, benefit, or remedy of any nature whatsoever under or by reasons of this Agreement.

001 - MANA Securities Exchange Agreement - CMI.20210723 - EXECUTION.docx 13

11.9Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right to be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, or agreement herein, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or of any other right. Except as otherwise set forth herein, all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. The Parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which they are entitled at law or in equity, and the Parties hereto hereby waive the requirement of any posting of a bond in connection with the remedies described herein.

11.10Counterparts. This Agreement may be executed in any number of counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which together shall constitute one and the same agreement. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, such as, for example, www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

- SIGNATURE PAGE FOLLOWS]

001 - MANA Securities Exchange Agreement - CMI.20210723 - EXECUTION.docx 14

IN WITNESS WHEREOF the parties have duly executed, or caused their duly authorized representative, to execute this Securities Exchange Agreement.


COMSTOCK MINING INC.



By: ___________________________
Name: Corrado DeGasperis
Title: Executive Chairman & Chief Executive Officer

CHAD BLACK



By: ___________________________
Chad Black
Individually

COLBY KORSUN



By: ___________________________
Colby Korsun
Individually

WILLIAM MCCARTHY



By: ___________________________
William McCarthy
Individually

BRYCE NICHTER



By: ___________________________
Bryce Nichter
Individually

[SIGNATURE PAGE TO SECURITIES EXCHANGE AGREEMENT]

001 - MANA Securities Exchange Agreement - CMI.20210723 - EXECUTION.docx 15

INDEX OF SCHEDULES AND EXHIBITS

Schedules

Schedule 1.0 Certain Definitions

Schedule 2.1 The Exchange

Schedule 2.3 Sellers Closing Deliveries

Schedule 2.4 Buyer Closing Deliveries

Schedule 3.1 Seller Disclosure Schedule

Exhibits

Exhibit A MANA’s Corporate Documents

Exhibit B Assignment Agreements

Exhibit C Employment Letter Agreements

Schedules to Securities Exchange Agreement 1

SCHEDULE 1.0

Certain Definitions

Action shall mean any claim, action, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation by or before any governmental authority.

Adverse Consequences shall mean all actions, suits, Proceedings, hearings, investigations, charges, complaints, claims, demands, diminutions in value, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement or claims, obligations, Taxes, Liens, losses, interest, expenses (including costs of investigation and defense), any other Liability and fees, including court costs and reasonable attorneys’ fees and expenses, whether or not involving a Third-Party Claim.

Affiliate shall mean any Person directly or indirectly controlling, controlled by or under common control with the specified Party or Person. For purposes of this definition, the term control including the terms controlling, controlled by and under common control with means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities or otherwise.

Agreement has the meaning set forth in the preface.

Approval means those certain Governmental Authorizations, if any, to be obtained by Sellers on or before the Closing in the name of Sellers from any Governmental Body having jurisdiction over the Properties, or the Business.

Basis shall mean any past or present fact, situation, circumstance, status, condition, activity, practice, plan, occurrence, event, incident, action, failure to act, or transaction that forms or could form the basis for any specified consequence.

Black has the meaning set forth in the preface.

Breach shall mean any breach of, or any inaccuracy in, any representation or warranty or any breach of, or failure to perform or comply with, any covenant, obligation or agreement, in or of this Agreement or any other Contract, agreement or instrument (whether or not related to this Agreement), or in or of any corporate, limited liability company or partnership organizational document or agreement, any Governmental Authorization, Order or Legal Requirement, or any other breach of any written instrument, or any event which with the passing of time or the giving of notice, or both, would constitute such a breach, inaccuracy or failure

Breaching Party and Breaching Parties has the meaning set forth in Section 10.2.

Business shall mean the operating and other activities currently conducted in the ordinary course of the applicable entity’s business.

Business Day means any day other than a Saturday or Sunday or any other day on which banks in Wyoming are permitted or required by Legal Requirement to be closed.

Business Plan means the business plan for Sellers, which shall be initially substantially comprised of the Master Project Schedule and Project Spend Plan.

Buyer has the meaning set forth in the preface.

Buyer Exception Notice has the meaning set forth in Section 9.2.

Buyer Indemnified Persons has the meaning set forth in Section 7.1.3.

Closing has the meaning set forth in Section 2.2.

Code means the Internal Revenue Code of 1986, as amended.

Company Equity has the meaning set forth in the preface.

Confidential Information shall mean any information relating to the business or affairs of Sellers which is not generally known to the public, including, but not limited to, the Intellectual Property Assets, product or business plans, improvements and developments, financial statements, customer and potential customer identities, names and qualifications of employees and suppliers, pricing methodologies and profit margins, competitive bids, business or

Schedules to Securities Exchange Agreement 2

acquisition strategies, internal company and product methodologies and analyses, inventions, copyrightable work or other proprietary information used or developed by MANA in connection with its business.

Consent shall mean any approval, consent, ratification, waiver, or other authorization.

Contemplated Transactions shall mean all the transactions contemplated by this Agreement and Transaction Documents.

Contract means any agreement, contract, license, lease, consensual obligation, promise or undertaking (whether written or oral and whether express or implied), whether legally binding.

Current Litigation Matters has the meaning set forth in Section 3.6.

Default Notice has the meaning set forth in Section 10.2.

Definitive Project Documents shall mean (i) a definitive final master project schedule (“Master Project Schedule”) and project spend plan (“Project Spend Plan”), including, without limitation, a mutually-agreeable rolling thirteen-week-in-advance cash spend plan (“Cash Throughput Plan”); and (ii), commercially-reasonable confirmations regarding employment, related party matters, and material third party agreements (“Throughput Documents”), each in a form and substance that shall be satisfactory to the Company in its sole and exclusive discretion.

Developments means all improvements, developments, inventions, concepts, techniques, processes, discoveries, and ideas related to the Intellectual Property Assets (including but not limited to any improvements to any current or hereafter existing Patents or Know-How) conceived or reduced to practice by Sellers solely or jointly with one or more Affiliates or other third parties at any time prior or subsequent to execution of this Agreement.

Disbursement Instructions has the meaning set forth in the preface.

Effective Date has the meaning set forth in the preface.

Employment Letter Agreements means those certain employment letter agreements, effective July 6, 2021, by and among Buyer and Sellers, each on their respective individual behalf.

Event of Default has the meaning set forth in Section 10.2.

Exchange shall mean the transactions described in Schedule 2.1.

Financing Documents shall mean those certain secured debt financing agreements of even date herewith by and among Buyer and LP BIOSCIENCES LLC (“LPB” and, as context requires, the “LPB Financing Documents”), and all other documents, instruments and certificates executed, delivered and/or issued in connection therewith and all further actions and transactions contemplated thereunder, including all schedules and exhibits thereto, each of which are incorporated by reference therein.

GAAP or Generally Accepted Accounting Principles means generally accepted accounting principles as in effect in the United States of America, as determined by the Financial Accounting Standards Board from time to time, applied on a consistent basis as of the date of any application thereof.

Governmental Authorization means any zoning approvals, permits (including the Permits), franchise rights, rights-of-way, Consent, license, permission, registration, permit or other right or approval issued, granted, given, or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement and all pending applications therefor or renewals thereof.

Governmental Body means any (i) nation, state, county, city, town, borough, village, district or other jurisdiction; (ii) federal, state, county, local, municipal, foreign or other government; (iii) governmental or quasi-governmental authority of any nature (including any agency, branch, department, board, commission, court, tribunal or other entity exercising governmental or quasi-governmental powers); (iv) body exercising, or entitled or purporting to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power; (v) Indian tribal authority; (vi) multinational organization or body, or (vii) official of any of the foregoing.

Schedules to Securities Exchange Agreement 3

remediation and abatement systems, sewer, storm, and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring, and cable installations, all of which are included in the Properties.

Indebtedness means: (a) any indebtedness (including all accrued interest) for borrowed money or issued in substitution for or exchange of indebtedness for borrowed money; (b) any indebtedness evidenced by any note, bond, debenture or other debt security; (c) any indebtedness for the deferred purchase price of property or services with respect to Sellers are liable, contingently or otherwise, as obligor or otherwise; (d) any commitment by which Sellers assures a creditor against loss (including, without limitation, contingent reimbursement obligations with respect to letters of credit); (e) any indebtedness guaranteed in any manner by Sellers (including, without limitation, guarantees in the form of an agreement to repurchase or reimburse); (f) any obligations under capitalized leases with respect to which Sellers are liable, contingently or otherwise, as obligor, guarantor or otherwise, or with respect to which obligations Sellers assures a creditor against loss; (g) any TRAC or synthetic leases; (h) any indebtedness secured by a Lien on the Seller Equity; (i) any unsatisfied obligation for withdrawal liability to a Multiemployer Plan as such terms are defined under ERISA; (j) the deficit or negative balance, if any, in Sellers’ checking account; and (k) any credit card debt.

Insolvency Laws means any bankruptcy, insolvency, reorganization, moratorium, or other similar Legal Requirement affecting the enforcement of creditors rights generally, and general principles of equity (regardless of whether enforcement is considered in a proceeding in law or equity).

Intangible Personal Property means all intangible property used or held for use by Sellers, of whatever type or description, including (a) the business as a going concern; (b) goodwill of Seller; (c) all files, records and correspondence; (d) telephone numbers, telecopy numbers; (e) all rights in Internet web sites and Internet domain names presently used by Sellers, and links; (f) all registered and unregistered copyrights in both published works and unpublished works; (g) all names or trade names of or used by Sellers, assumed fictional business names, trade names, registered and unregistered trademarks, service marks and applications; (h) all Intellectual Property Assets, including, without limitation, all know-how, trade secrets, confidential or proprietary information, customer lists, software, technical information, data, process technology, plans, drawings and blue prints; and (i) all right, title and interest in and to all Sellers documents, Sellers Contracts, and all Permits, Governmental Authorizations, Approvals, Consents, licenses and other permits and approvals of Sellers.

Intellectual Property Assets means all current and hereafter existing Patents, Know-How, Developments, Confidential Information, and other proprietary information or rights owned by Sellers and/or MANA.

Intended Tax Treatments has the meaning set forth in Section 2.6.

IRS means the United States Internal Revenue Service and, to the extent relevant, the United States Department of the Treasury.

Know-How means any currently or hereafter-existing algorithms, analytical data and procedures, assembly procedures, codes, computer programs, concepts, Confidential Information, data and results, database rights, designs, drawings, experiences, formulae, formulations, ideas, information, ingredients, instructions, knowledge, manufacturing data and procedures, methods, methods, processes, techniques, notes, operations, plans, practices, procedures, process engineering information, process sheets, processes, recipes, sketches, skills, software, specifications, supplier and sourcing information, technical assistance, technical information, techniques, technology, tolerances, trade secrets, and the like, in all cases, whether or not confidential, proprietary, patented or patentable, in written, electronic or any other form now known or hereafter developed and all intellectual property rights pertaining thereto. The term Know-How shall also be construed to mean all Developments, whether conceived or reduced to practice solely or jointly with one or more third parties.

Schedules to Securities Exchange Agreement 4

representation, warranty or other statement. A Person (other than an individual) will be deemed to have Knowledge of a particular fact or other matter if any individual who is serving, or who has at any time served, as a director, officer, partner, member, manager, executor or trustee of that Person (or in any similar capacity) has, or at any time had, Knowledge of that fact or other matter (as set forth in (a) and (b) above), and any such individual (and any individual party to this Agreement) will be deemed to have conducted a reasonably comprehensive investigation regarding the accuracy of the representations and warranties made herein by that Person or individual.

Korsun has the meaning set forth in the preface.

Legal Requirement means any federal, state, local, municipal, foreign, international, multinational, or other constitution, law, ordinance, principle of common law, code, regulation, statute, or treaty.

Liability means with respect to any Person (including any Party), any Indebtedness, liability, penalty, damage, loss, cost or expense, obligation, claim, deficiency, or guaranty of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of such Person, including any liability for Taxes.

Lien or Liens means with respect to any Person, any mortgage, right of way, easement, encroachment, any restriction on use, servitude, pledge, lien, charge, hypothecation, security interest, encumbrance, adverse right, interest or claim, community or other marital property interest, condition, equitable interest, encumbrance, license, covenant, title defect, option, or right of first refusal or offer or similar restriction, voting right, transfer, receipt of income or exercise of any other attribute of ownership, except for any liens for taxes not yet due or delinquent or being contested in good faith by appropriate proceedings for which adequate reserves have been established and accrued on the financial statements of such Person in accordance with GAAP.

MANA has the meaning set forth in the preface.

MANA Assets has the meaning set forth in Section 3.10.

MANA’s Business means industrial hemp origination, toll processing, sales, marketing, commodities, co-products management, and related products and services.

MANA’s Corporate Documents has the meaning set forth in Section 3.19.

Material Adverse Effect or Material Adverse Change means any effect or change that would be materially adverse to the business, assets, condition (financial or otherwise), operating results, operations, or business prospects of the applicable Party, taken as a whole, including the ability for such Party to own, construct, operate and develop its business, the transfer or issuance, if applicable, of any Permit, Consent, Governmental Authorization, license or other permit or approval contemplated by this Agreement or reasonably necessary to the continued operation of the applicable Party’s business, or on the ability of either Party to timely consummate the Contemplated Transactions, except for any adverse change or event arising from or relating to (a) general economic conditions or conditions which generally affect the business of the applicable Party and the industry in which it competes, and (b) public or industry knowledge of the Contemplated Transactions.

McCarthy has the meaning set forth in the preface.

Multiemployer Plan has the meaning set forth in ERISA Section 3(37).

Nichter has the meaning set forth in the preface.

Non-Breaching Party and Non-Breaching Parties has the meaning set forth in Section 10.2.

Occupational Safety and Health Law means any Legal Requirement designed to provide safe and healthful working conditions and to reduce occupational safety and health hazards, including the Occupational Safety and Health Act, and any program, whether governmental or private (such as those promulgated or sponsored by industry associations and insurance companies), designed to provide safe and healthful working conditions.

Open Source Software has the meaning set forth in Section 3.11.7.

Schedules to Securities Exchange Agreement 5

Order means any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Body or arbitrator.

Ordinary Course of Business means an action taken by a Person will be deemed to have been taken in the ordinary course of business only if that action (i) is consistent in nature, scope and magnitude with the past practices of such Person and is taken in the ordinary course of the normal, day-to-day operations of such Person; (ii) does not require authorization by the board of directors, owners, shareholders, interest holders, members or managers of such Person (or by any Person or group of Persons exercising similar authority) and does not require any other separate or special authorization of any nature; and (iii), is similar in nature, scope and magnitude to actions customarily taken, without any separate or special authorization, in the ordinary course of the normal, day-to-day operations of other Persons that are in the same line of business as such Person).

Organizational Documents means: (i) with respect to a corporation, the certificate or articles of incorporation and bylaws; (ii) with respect to any other Person any charter or similar document adopted or filed in connection with the creation, formation, or organization of a Person; (iii) any operating agreement, partnership agreement, shareholder agreement or similar agreement; and (iv), any amendment to any of the foregoing.

Party and Parties has the meaning set forth in the preface.

Patents means (i) all national, regional and international patents and patent applications, including provisional patent applications, (ii) all patent applications filed either from such patents, patent applications or provisional applications or from an application claiming priority from either of these, including divisionals, continuations, continuations-in-part, provisionals, converted provisionals and continued prosecution applications, (iii) any and all patents that have issued or in the future issue from the foregoing patent applications ((i) and (ii)), including utility models, petty patents and design patents and certificates of invention, (iv) any and all extensions or restorations by existing or future extension or restoration mechanisms, including revalidations, reissues, re-examinations and extensions (including any supplementary protection certificates and the like) of the foregoing patents or patent applications ((i), (ii), and (iii)), and (v) any similar rights, including so-called pipeline protection or any importation, revalidation, confirmation or introduction patent or registration patent or patent of additions to any of such foregoing patent applications and patents.

Permits has the meaning set forth in Section 3.14.

Permitted Designee shall mean, as applicable, the designee or assignee of a Party hereto.

Permitted Encumbrances has the meaning set forth in Section 3.9.

Person means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock holding company, a trust, a joint venture, an unincorporated organization, any other business entity, joint venture or other entity, Governmental Body (or any department, agency, or political subdivision thereof).

Proceeding means any action, arbitration, audit, hearing, investigation, litigation, or suit (whether civil, criminal, administrative, judicial, or investigative, whether formal or informal, whether public or private) commenced, brought, conducted, or heard by or before, or otherwise involving, any Governmental Body, court, or arbitrator.

Property or Properties has the meaning set forth in the background facts described in the Seller Disclosure Schedule hereto, including, without limitation, the Tangible Personal Property, Intellectual Property Assets, and Intangible Personal Property.

Real Property Lease means (i) any long-term lease of land in which most of the rights and benefits comprising ownership of the land and the Improvements thereon or to be constructed thereon, if any, are transferred to the tenant for the term thereof or (ii) any lease or rental agreement pertaining to the occupancy of any improved space on any real property.

Schedules to Securities Exchange Agreement 6

specified Person other than an individual: (a) any Person that directly or indirectly controls, is directly or indirectly controlled by or is directly or indirectly under common control with such specified Person; (b) any Person that holds a Material Interest in such specified Person; (c) each Person that serves as a director, manager, officer, partner, executor or trustee of such specified Person (or in a similar capacity); (d) any Person in which such specified Person holds a Material Interest; and (e) any Person with respect to which such specified Person serves as a general partner or a trustee (or in a similar capacity). For purposes of this definition, (a) control (including controlling, controlled by, and under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and shall be construed as such term is used in the rules promulgated under the Securities Act; (b) the Family of an individual includes (i) the individual; (ii) the individual’s spouse; (iii) any other natural person who is related to the individual or the individual’s spouse within the second degree; and (iv), any other natural person who resides with such individual; and (c), Material Interest means direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Exchange Act of 1934) of voting securities or other voting interests representing at least ten percent (10%) of the outstanding voting power of a Person or equity securities or other equity interests representing at least ten percent (10%) of the outstanding equity securities or equity interests in a Person.

Representative means with respect to a particular Person, any director, officer, manager, employee, agent, consultant, advisor, accountant, financial advisor, legal counsel, or other representative of that Person.

Rule 144 has the meaning set forth in Section 5.2.

SEC Documents has the meaning set forth in Section 4.5.

SEC has the meaning set forth in the preface.

Securities Act has the meaning set forth in the preface.

Seller Disclosure Schedule shall mean the disclosure schedule set forth in Schedule 3.1.

Seller Equity has the meaning set forth in the preface.

Seller Exception Notice has the meaning set forth in Section 9.1.

Seller Indemnified Persons has the meaning set forth in Section 7.1.2.

Sellers has the meaning set forth in the preface.

Share Exchange has the meaning set forth in the preface.

Tangible Personal Property means the tangible personal property itemized on in Section 3.10 of the Seller Disclosure Schedule, and all other tangible personal property used or useful in the Sellers Business, including all machinery, equipment, scales, compactors, containers, bailers, tools, spare parts, furniture, office equipment, computer hardware, supplies, materials, vehicles, trade fixtures and other items of tangible personal property of every kind owned or leased by Sellers (wherever located and whether or not carried on the books of Seller), together with any express or implied warranty by the manufacturers or lessors of any item or component part thereof and all maintenance records and other documents relating thereto.

Tax or Taxes means any income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, property, environmental, windfall profit, customs, vehicle, airplane, boat, vessel or other title or registration, capital stock, franchise, employees’ income withholding, foreign or domestic withholding, social security, unemployment, disability, real property, personal property, sales, use, transfer, value added, alternative, add-on minimum and other tax, fee, assessment, levy, tariff, charge or duty of any kind whatsoever and any interest, penalty, addition or additional amount thereon imposed, assessed or collected by or under the authority of any Governmental Body or payable under any tax-sharing agreement or any other Contract, whether disputed or not and including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person.

Schedules to Securities Exchange Agreement 7

of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.

Transaction Documents shall mean this Agreement, the documents set forth on Schedule 2.3 and Schedule 2.4 of this Agreement, and all other documents, instruments and certificates executed, delivered and/or issued before, at and after Closing in connection herewith and therewith and all further actions and transactions included in the Contemplated Transactions, including all schedules and exhibits hereto and thereto, each of which are hereby incorporated by reference herein.

Schedules to Securities Exchange Agreement 8

SCHEDULE 2.1

THE EXCHANGE

On and subject to the terms and conditions of this Agreement and the Transaction Documents, at the Closing, Buyer shall deliver the Company Equity to Sellers and/or Sellers’ Permitted Designees in exchange for the assignment, transfer, and delivery of the Seller Equity to Buyer in accordance with the terms of this Schedule 2.1. As used herein, the term “Exchange” shall mean and refer to the purchase of the Seller Equity in exchange for the Company Equity payable herein.

1.Lock-Up Terms. Except as otherwise stated herein, the Common Equity shall be restricted such that no transfers of any kind shall be permitted after Closing in the absence of Buyer’s prior written consent (“Lock-Up”). 28% of the Company Equity shall be released from Lock-Up 180 days after Closing, and the remaining 72% of the Company Equity shall be released in eight equal installments of 9% every six months thereafter until fully released (“Released Equity”). Sellers and/or their Permitted Designees, each on their own behalf, shall be free to sell, transfer, and/or assign the Released Equity in Sellers’ sole and exclusive discretion, subject only to Sellers’ compliance with all applicable laws and regulations.

Schedules to Securities Exchange Agreement 9

LP BIOSCIENCES LLC

a Wyoming Limited Liability Company

AMENDED AND RESTATED OPERATING AGREEMENT

(Contains Restrictions On

Transfer Of Interests)

THE INTERESTS DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE SECURITIES ACT) OR THE SECURITIES LAWS OF ANY STATE OR OF THE UNITED STATES GOVERNMENT. SUCH INTERESTS MAY NOT BE TRANSFERRED UNLESS REGISTERED UNDER APPLICABLE SECURITIES LAWS OR EXEMPT FROM SUCH REGISTRATION AND THE COMPANY MAY REQUIRE SUCH EVIDENCE AS THE COMPANY DEEMS APPROPRIATE TO CONFIRM THAT ANY PROPOSED TRANSFER COMPLIES WITH SUCH REQUIREMENTS. THE COMPANY IS NOT OBLIGATED TO REGISTER ANY INTERESTS OR TO MAINTAIN AVAILABLE TO THE PUBLIC ANY INFORMATION ABOUT THE COMPANY.

4850-8819-3010\6

AMENDED AND RESTATED OPERATING AGREEMENT

LP BIOSCIENCES LLC

TABLE OF CONTENTS

SECTION 1: THE LIMITED LIABILITY COMPANY 1

1.1 Formation and Agreement 1

1.2 Name 1

1.3 Purpose; Powers 1

1.4 Principal Place of Business 2

1.5 Term 2

1.6 Filings; Agent for Service of Process 2

1.7 Title to Property 2

1.8 Payments of Individual Obligations 3

1.9 Independent Activities 3

1.10 Member Authority 3

1.11 Access to and Confidentiality of Information 4

1.12 Limited Liability 4

1.13 Definitions 5

SECTION 2: CAPITAL AND INTERESTS 13

2.1 Members 13

2.2 Authorized Capital Units; Designation of Classes of Units 13

2.3 Capital Contributions; Issuance of Units 14

2.4 Capital Accounts 16

2.5 Closing Stock Capital Contribution 17

2.6 Resale Registration Rights 18

SECTION 3: ALLOCATIONS 18

3.1 Profits 18

3.2 Closing Stock Capital Contribution 19

3.3 Special Allocations 19

3.4 Intentionally Omitted 20

3.5 Loss Limitation 20

3.6 Other Allocation Rules 21

3.7 Tax Allocations: Code Section 704(c) 21

SECTION 4: DISTRIBUTIONS 22

4.1 Distributions 22

4.2 Amounts Withheld 23

4.3 Limitations on Distributions 23

SECTION 5: MANAGEMENT AND OPERATIONS 23

4850-8819-3010\6

5.1 Management by Board 23

5.2 Actions by Managers; Committees; Reliance on Authority 27

5.3 The Board 28

5.4 Duties and Obligations of Managers 30

5.5 Officers 31

5.6 Limitation of Liability; Indemnification of Managers and Officers 33

5.7 Member Compensation; Expenses; Loans 33

5.8 Contracts with Managers or their Affiliates 34

SECTION 6: MEMBERS 35

6.1 Members; Rights and Powers Generally 35

6.2 Membership Requirements and Member Voting 35

6.3 Member Meetings 36

6.4 Termination of Membership 37

6.5 Continuation of the Company 38

6.6 No Obligation to Purchase Member’s Interest 38

6.7 Waiver of Dissenters’ Rights 38

SECTION 7: UNIT CERTIFICATES 38

7.1 Article 8 Opt-In 38

7.2 Right to Issue Certificates 38

7.3 Form of Certificates 38

7.4 Execution 39

7.5 Registrar 39

7.6 Issuance 39

7.7 Membership Lists 39

7.8 Transfer and Exchange 39

7.9 Record Holder 39

7.10 Replacement Certificates 40

7.11 Certificate Regulations 40

7.12 Legends 40

SECTION 8: ACCOUNTING, BOOKS AND RECORDS 40

8.1 Accounting, Books and Records 40

8.2 Reports 42

8.3 Tax Matters 43

8.4 Delivery to Members and Inspection 44

SECTION 9: AMENDMENTS 45

9.1 Amendments 45

SECTION 10: TRANSFERS 46

10.1 Restrictions on Transfers 46

10.2 Permitted Transfers 46

10.3 Conditions to Permitted Transfers 47

10.4 Right of First Refusal 48

10.5 Prohibited Transfers 49

4850-8819-3010\6

10.6 Rights of Unadmitted Assignees 50

10.7 Admission of Transferees as Members 50

10.8 Representations Regarding Transfers; Legend 50

10.9 Distributions and Allocations in Respect of Transferred Units 51

SECTION 11: DEADLOCK PROVISION 52

SECTION 12: DISSOLUTION AND WINDING UP 52

12.1 Dissolution Events 52

12.2 Winding Up 53

12.3 Compliance With Certain Requirements of Regulations;

Deficit Capital Accounts 53

12.4 Deemed Distribution and Recontribution 54

12.5 Rights of Unit Holders 54

12.6 Notice of Dissolution/Termination 54

12.7 Allocations During Period of Liquidation 54

12.8 Character of Liquidating Distributions 55

12.9 The Liquidator 55

12.10 Form of Liquidating Distributions 55

SECTION 13: DISPUTE RESOLUTION 55

SECTION 14: MISCELLANEOUS 56

14.1 Notices 56

14.2 Binding Effect 56

14.3 Construction 57

14.4 Time 57

14.5 Headings 57

14.6 Severability 57

14.7 Incorporation by Reference 57

14.8 Variation of Terms 57

14.9 Governing Law 57

14.10 Waiver of Jury Trial 58

14.11 Counterpart Execution 58

14.12 Specific Performance 58

iii

4850-8819-3010\6

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

AMENDED AND RESTATED OPERATING AGREEMENT

LP BIOSCIENCES LLC

THIS AMENDED AND RESTATED OPERATING AGREEMENT is hereby adopted and entered into effective as of the Effective Date (as defined below), by the Members (as defined below), pursuant to the provisions of the Act (as defined below), on the terms and conditions set forth herein.

SECTION 1

THE LIMITED LIABILITY COMPANY

1.1 Formation and Agreement.

The organizer caused the Company to be formed as a Wyoming limited liability company pursuant to the provisions of the Act. The Members hereby agree that this Agreement constitutes an “operating agreement” within the meaning of the Act. To the extent that the rights or obligations of any Member are different by reason of any provision of this Agreement than they would be in the absence of such provisions, this Agreement, to the extent permitted by the Act, shall control.

1.2 Name.

The name of the Company shall be LP BIOSCIENCES LLC, and all business of the Company shall be conducted in such name. The name of the Company may be changed from time to time in accordance with the Act.

1.3 Purpose; Powers.

(a) The business and purpose of the Company is (i) to engage in the development, financing, investment into, construction, ownership and operation of biosciences facilities including bio-refinery facilities and the Valor Facility, (ii) to pool, handle, deal, market, manufacture, process, or otherwise change the form or marketability of products of its Members and others, including industrial hemp and other agricultural products, (iii) to conduct any business and investment activity in which a limited liability company organized under the Act may lawfully be engaged, and (iv) to perform and conduct any and all activities necessary, related or incidental to the foregoing.

(b) The Company, and the Board acting on behalf of the Company, shall possess and may exercise all the powers and privileges granted to the Company by the Act or by any other law, subject to any limitations provided in the Articles or in this Agreement.

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

1.4 Principal Place of Business.

The principal place of business of the Company shall be as set forth in the Articles, or at such other place(s) within or without the State of Wyoming as the Board may determine.

1.5 Term.

The term of the Company began on the date the Articles were originally filed with the Secretary of State of the State of Wyoming, and shall continue until the winding up and liquidation of the Company and its business is completed following a Dissolution Event as provided in Section 12 hereof.

1.6 Filings; Agent for Service of Process.

(a) The Company’s organizer has caused the Articles to be filed with the Secretary of State of the State of Wyoming, in accordance with the provisions of the Act. The Company shall take any and all other actions reasonably necessary to perfect and maintain the status of the Company as a limited liability company under the laws of the State of Wyoming. The Board shall cause amendments to the Articles to be filed whenever required by the Act.

(b) The Board shall cause the Company to make such filings and take any and all other actions as may be reasonably necessary to perfect and maintain the status of the Company as a limited liability company or similar type of entity under the laws of any other jurisdictions in which the Company engages in business.

(c) The name and address of the agent for service of process on the Company resident in the State of Wyoming shall be as set forth in the Articles or any successor as appointed by the Board, and the Board is hereby authorized to change the Company’s registered office or registered agent, or both, from time to time without Member vote or approval.

(d) In connection with the dissolution and completion of the winding up of the Company, the Board shall cause to be executed and filed a notice of dissolution and articles of termination whenever required by the Act, and make similar filings under the laws of any other jurisdictions in which the Board deems such filings necessary or advisable.

1.7 Title to Property.

All Property owned by the Company shall be owned by the Company as an entity and no Unit Holder or Manager shall have any ownership interest in such Property in its individual name. Each Unit Holder’s interest in the Company shall be personal property for all purposes. The Company shall hold title to all of its Property in the name of the Company and not in the name of any Unit Holder or Manager.

iii

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

1.8 Payments of Individual Obligations.

The Company’s credit and assets shall be used solely for the benefit of the Company, and no asset of the Company shall be Transferred or encumbered for, or in payment of, any individual obligation of any Unit Holder or Manager, except as otherwise expressly provided herein.

1.9 Independent Activities.

(a) Each Manager shall be required to devote only such time to the affairs of the Company as may be necessary to manage the business and affairs of the Company in accordance with Section 5 hereof, and shall be free to serve any other Person or enterprise in any capacity that the Manager may deem appropriate in his or her discretion.

(b) Neither this Agreement nor any activity undertaken pursuant hereto shall (i) prevent any Unit Holder, Manager or their respective Affiliates, acting on their own behalf, from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any other Unit Holder or Manager, or (ii) require any Unit Holder or Manager to permit the Company or any other Unit Holder or Manager or their respective Affiliates to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Unit Holder, each Unit Holder hereby waives, relinquishes, and renounces any such right or claim of participation.

1.10 Member Authority.

Each Member represents and warrants to the Company and to the other Members that:

(a) the Member, if not an individual, is duly organized, validly existing and in good standing under the laws of its state of organization and is duly qualified and in good standing as a foreign organization in the jurisdiction of its principal place of business if not organized therein;

(b) the Member, if not an individual, has full corporate, limited liability company, partnership, trust or other applicable power and authority to execute and agree to this Agreement and to perform its obligations hereunder and all necessary actions by the board of directors, shareholders, managers, members, partners, trustees, beneficiaries, or other Persons necessary or appropriate for the due authorization, execution, delivery and performance of this Agreement by that Member have been taken;

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

(d) the Member’s authorization, execution, delivery and performance of this Agreement does not conflict with any other agreement or arrangement to which that Member is a party or by which it is bound.

1.11 Access to and Confidentiality of Information.

(a) In addition to the other rights specifically set forth in this Agreement, each Member is entitled to all information to which the Member is entitled to have access pursuant to the Act under the circumstances and subject to the conditions therein stated, which conditions include but are not limited to such reasonable standards governing what information and documents are to be furnished at what time and location and at whose expense as may be set forth herein or otherwise established by the Board. However, without limiting the foregoing, the Members agree that the Board may from time to time determine, due to contractual obligations, business concerns or other considerations, that certain Confidential Information should be kept confidential and not provided to the Members or that it is not just or reasonable for some or all of the Members or their assignees or representatives to examine or copy any such information.

(b) Each Member acknowledges that from time to time the Member may receive Confidential Information from or regarding the Company, the release of which may be damaging to the Company or Persons with whom it does business. Each Member agrees to hold in strict confidence any Confidential Information it receives regarding the Company that is identified as being confidential (and if such information is provided in writing, is so marked) and may not disclose such information to any Person, except for disclosures (i) to another Member having the right to such information, (ii) compelled by law (including U.S. securities laws and regulations, provided the Member must promptly notify an officer of the Company of any requirement, request or demand for the disclosure of such information, to the extent reasonably possible, (iii) to advisors or representatives of the Member, or to Persons (and their advisors or representatives) seeking to acquire all or any portion of the Member’s Interest through a Transfer in accordance with this Agreement, but only if in each case such Person has agreed to be bound by the provisions of this Section 1.11(b), or (iv) of information that the Member has also received from a source independent of the Company that the Member reasonably believes has the legal right to disclose such information to the Member. Each Member acknowledges that a breach of the provisions of this Section 1.11(b) may cause the Company irreparable harm and injury for which monetary damages are inadequate or difficult to calculate or both. Accordingly, each Member specifically agrees that the Company shall be entitled to injunctive relief to enforce the provisions of this Section 1.11(b), that such relief may be granted without the necessity of proving actual damages, and that such injunctive or equitable relief shall be in addition to, not in lieu of, the right to recover monetary damages for any breach of this Section 1.11(b) by the Member. The obligations referred to in this Section 1.11(b) shall survive the termination of a Member’s membership in the Company.

1.12 Limited Liability.

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

Except as otherwise expressly agreed to under a separate written agreement, the debts, liabilities and obligations of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and no Member, Unit Holder or Manager of the Company shall be personally liable for the acts, debts, obligations or liabilities of the Company merely on account of that status. The failure of the Company to observe any formalities or requirements relating to the exercise of its powers or management of its business or affairs under this Agreement or the Act shall not be grounds for imposing liability on the Members, Unit Holders or Managers for any debt, obligation or liability of the Company.

1.13 Definitions.

Capitalized words and phrases used in this Agreement have the following meanings:

“Act” means the Wyoming Limited Liability Company Act, W.S. 17-29-101 through 17-29-1105, as may be amended from time to time.

“Adjusted Capital Account Deficit” means, with respect to any Unit Holder, the deficit balance, if any, in such Unit Holder’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:

(i) Credit to such Capital Account any amounts which such Unit Holder is deemed to be obligated to restore pursuant to the next to the last sentences in Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations; and

(ii) Debit to such Capital Account the items described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5) and 1.704-1(b)(2)(ii)(d)(6) of the Regulations.

The foregoing definition is intended to comply with the provisions of Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

“Affected Member” means a Member that has received a bona fide offer to purchase all or any portion of such Member’s Interests, it being understood for purposes of this Agreement that a “bona fide offer” shall mean an offer in writing, signed by the offeror, who must be a Person financially capable of carrying out the terms of the offer, in a form legally enforceable against the offeror, as reasonably determined by the Board.

“Affiliate” of, or a Person “Affiliated” with, a specified Person, is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified.

“Agreement” means this Amended and Restated Operating Agreement, as amended, modified, supplemented or restated from time to time. Words such as “herein,” “hereinafter,” “hereof,” “hereto” and “hereunder” refer to this Agreement as a whole, unless the context otherwise requires.

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

“Articles” means the Articles of Organization filed with the Secretary of State of the State of Wyoming pursuant to the Act for the purpose of forming the Company, as amended, modified, supplemented or restated from time to time.

“Assignee” means a transferee of Units who is not admitted as a Member pursuant to Section 10.6 hereof.

“Board” means collectively the persons who are named as Managers of the Company in or designated or elected as Managers pursuant to this Agreement. “Manager” or “Managers” means any such person or persons.

“Capital Account” means the capital account maintained for each Unit Holder in accordance with Section 2.4 hereof.

“Capital Contribution” means a contribution made to the Company with respect to any Unit in a form allowed as valid consideration for Interests under the Act. With respect to any Unit Holder, the amount of Capital Contributions shall be the sum of (i) the money and the initial Gross Asset Value of any Property (other than money) contributed to the Company with respect to the Units held by such Unit Holder, plus (ii) in the case of valid consideration for Units other than money or other Property, for example, services rendered or to be rendered to or on behalf of the Company, the amount, if any, specified in this Agreement or in any written agreement between the Company and the contributor with respect to such Units.

“Class A Unit” means a Unit that is designated as such and issued pursuant to Section 2 hereof.

“Class B Unit” means a Unit that is designated as such and issued pursuant to Section 2 hereof.

“Class A Unit Holder” means a Person who owns Class A Units, regardless of whether such Person is a Member. “Class A Unit Holders” means all Class A Unit Holders.

“Class B Unit Holder” means a Person who owns Class B Units, regardless of whether such Person is a Member. “Class B Unit Holders” means all Class B Unit Holders. Class B Unit Holders may be designated with respect to specific types or classes of Class B Units.

“Closing Stock Capital Contribution” means the 3,500,000 restricted shares of Comstock Common Stock contributed and delivered to the Company as of the Effective Date pursuant to the Comstock Partnership Interest Purchase Agreement, subject to the terms and conditions hereof.

“Code” means the United States Internal Revenue Code of 1986, as amended from time to time.

vii

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

“Company” means the limited liability company formed pursuant to the filing of the with the Secretary of State of the State of Wyoming and the limited liability company continuing the business of this Company in the event of dissolution of the Company as herein provided.

“Company Minimum Gain” has the meaning given the term “partnership minimum gain” in Sections 1.704-2(b)(2) and 1.704-2(d) of the Regulations.

“Comstock” means Comstock Mining Inc., a Nevada corporation, and Member of the Company on the Effective Date.

“Comstock Common Stock” means common stock, par value $0.000666 per share, issued by Comstock.

“Comstock Partnership Interest Purchase Agreement” means as the LPB Partnership Interest Purchase Agreement dated as of the Effective Date by and between Comstock, as buyer, and LPN, as seller, under which Comstock purchased 500,000 Class A Units in the Company from LPN.

“Confidential Information” means any information or compilation of information possessed by the Company that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means, including but not limited to: (a) any information not generally known or readily ascertainable in the industry of the Company, regarding the Company’s products, pricing of products, research, marketing, business systems, and processing techniques etc.; (b) financial information concerning the Company and customers of the Company, including but not limited to, customer lists, information concerning accounts receivable of the customers of the Company; (c) quantity and types of products purchased by the Company and customers of the Company; and (d) any information that the Company may from time to time designate as “Confidential” which is not generally known in the Company’s industry.

“Debt” means (i) any indebtedness for borrowed money or the deferred purchase price of property as evidenced by a note, bonds, or other instruments, (ii) obligations as lessee under capital leases, (iii) obligations secured by any mortgage, pledge, security interest, encumbrance, lien or charge of any kind existing on any asset owned, leased or held by the Company whether or not the Company has assumed or become liable for the obligations secured thereby, (iv) any obligation under any interest rate swap agreement, (v) accounts payable, and (vi) obligations under direct or indirect guarantees of (including obligations (contingent or otherwise) to assure a creditor against loss in respect of) indebtedness or obligations of the kinds referred to in clauses (i), (ii), (iii), (iv) and (v) above; provided that Debt shall not include obligations in respect of any accounts payable that are incurred in the ordinary course of the Company’s business and are not delinquent or are being contested in good faith by appropriate proceedings.

“Depreciation” means, for each Fiscal Year, an amount equal to the depreciation, amortization, or other cost recovery deduction allowable with respect to an asset for such Fiscal

viii

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

Year, except that if the Gross Asset Value of an asset differs from its adjusted basis for federal income tax purposes at the beginning of such Fiscal Year, Depreciation shall be an amount which bears the same ratio to such beginning Gross Asset Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year bears to such beginning adjusted tax basis; provided, however, that if the adjusted basis for federal income tax purposes of an asset at the beginning of such Fiscal Year is zero, Depreciation shall be determined with reference to such beginning Gross Asset Value using any reasonable method selected by the Board.

“Dissolution Event” has the meaning set forth in Section 12.1 hereof.

“Effective Date” means July 23, 2021.

“Fiscal Year” means, subject to a change in Fiscal Year pursuant to Section 8.1(b), calendar year, which shall be the Company’s taxable year as determined under Regulations, Section 1.441-1 or Section 1.441-2 and the Regulations under Section 706 of the Code or, if the context requires, any portion of a fiscal year for which an allocation of Profits, Losses or other allocation items or a distribution is to be made; provided that the Board may designate a different fiscal year for GAAP reporting purposes but that designation shall not affect the taxable year of the Company or the provisions of this Agreement relating to Capital Accounts, allocations of Profits, Losses or other allocation items, or Distributions.

“GAAP” means generally accepted accounting principles in effect in the United States of America from time to time.

“Gross Asset Value” means with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows:

(i) The initial Gross Asset Value of any asset contributed by a Unit Holder to the Company shall be the gross fair market value of such asset, as specified in this Agreement or in any written agreement between the Company and the contributor with respect to the issuance of Units;

(ii) The Gross Asset Values of all Company assets shall be adjusted to equal their respective gross fair market values (taking Code Section 7701(g) into account) as determined by the Board as of the following times: (A) upon the Effective Date; (B) the acquisition of an additional interest in the Company by any new or existing Unit Holder in exchange for more than a de minimis Capital Contribution; (C) the distribution by the Company to a Unit Holder of more than a de minimis amount of Company property as consideration for an interest in the Company; (D) the liquidation of the Company within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g); and (E) such other times as the Regulations may permit; provided that an adjustment described in clauses (B), (C) or (E) of this subparagraph shall be made only if such adjustment is necessary to reflect the relative economic interests of the Unit Holders in the Company; and provided further that the adjustment to Gross Asset Values described in clause

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

(A) of this subparagraph shall be attributed entirely to intangible assets in the nature of goodwill and going concern value and should be consistent with the Comstock Partnership Interest Purchase Agreement.

(iii) The Gross Asset Value of any item of Company assets distributed to any Unit Holder shall be adjusted to equal the gross fair market value (taking Code Section 7701(g) into account) of such asset on the date of distribution as determined by the Board; and

(iv) The Gross Asset Values of Company assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.7041(b)(2)(iv)(m) and subparagraph (vi) of the definition of “Profits” and “Losses” or Section 3.3(g) hereof; provided, however, that Gross Asset Values shall not be adjusted pursuant to this subparagraph (iv) to the extent that an adjustment pursuant to subparagraph (ii) is required in connection with a transaction that would otherwise result in an adjustment pursuant to this subparagraph (iv).

If the Gross Asset Value of an asset has been determined or adjusted pursuant to subparagraph (ii) or (iv), such Gross Asset Value shall thereafter be adjusted by the Depreciation taken into account with respect to such asset for purposes of computing Profits and Losses.

“Interest” means, collectively, a Unit Holder’s share of the “Profits” and “Losses” of the Company, a Unit Holder’s right to receive distributions of the Company’s assets, and, with respect to a Member, any right of the Member to vote on or participate in the management of the Company and to information concerning the business and affairs of the Company as provided for in this Agreement. An Interest is quantified by the unit of measurement referred to herein as a “Unit” (as defined below).

“Issuance Items” has the meaning set forth in Section 3.3(h) hereof.

“LPB Note” has the meaning set forth in the definition of the LPB Note Purchase Agreement.

“LPB Note Purchase Agreement” means that certain Note Purchase Agreement entered into and made effective as of July 23, 2021 by and among Comstock, as buyer and holder of the secured promissory note, and the Company, as borrower, pursuant to which Comstock agreed to purchase a secured promissory note from the Company with a face value of $17,000,000 in exchange for $15,000,000 in cash proceeds, corresponding to an original issue discount of $2,000,000 (the “LPB Note”), the proceeds of which shall be exclusively used for the design, engineering, procurement, construction, commissioning, start-up, training, and performance testing for the Valor Facility, in accordance with the “Valor Facility retrofit Master Project Schedule” and “Project Spend Plan” and the “EPC Agreements” (each as defined in the LPB Note Purchase Agreement).

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

“LPN” means LP Nutrition LLC, a Delaware limited liability company, and Member of the Company on the Effective Date.

“LPN Corporation” means LPN Corporation, a Minnesota corporation, and Member of the Company on the Effective Date.

“Liquidation Period” has the meaning set forth in Section 12.7 hereof.

“Liquidator” has the meaning set forth in Section 12.9(a) hereof.

“Losses” has the meaning set forth in the definition of “Profits” and “Losses.”

“LSB Documents” has the meaning set forth in the LPB Note Purchase Agreement.

“LSB Note” has the meaning set forth in the definition of Net Cash Flow.

“LPN Preferred Cash Sweep” means 20% of the Company’s after debt Net Cash Flow payable to LPN under the Comstock Partnership Interest Purchase Agreement and distributed to LPN under Section 4.1(b) hereof commencing 90 days after the Company commences ordinary course operations, and continuing until such time as LPN has received a total of an additional $5,000,000.

“MANA” means MANA Corporation, an Oklahoma corporation.

“Master Project Schedule” shall mean the Company’s full plan to retrofit, build, operate and grow the Valor Facility, based on Company’s full stakeholder review to confirm all assumptions that bear on the final design, engineering, procurement, construction, and operating plan for the Valor Facility, including remediation capacity, current market, competitive, best mix, and other essential scoping assumptions.

“Material Agreements” mean agreements that are not executed in the Company’s Ordinary Course of Business in excess of $250,000, any Related Party Transactions, and any license agreements, financing agreements, joint venture agreements, acquisition agreements, and other agreements having a commercial value in excess of $1,000,000.

“Member” means any Person who is described in and meets the membership requirements established in Sections 6.1 and 6.2(a) hereof and who has not ceased to be a Member pursuant to the terms of this Agreement. “Members” means all such Persons.

“Net Cash Flow” means the gross cash proceeds of the Company (excluding any cash proceeds associated with the ownership or disposition of the Closing Stock Capital Contribution) less the portion thereof used to pay or establish reserves for all Company expenses, debt payments, obligations and liabilities, Permitted Tax Distributions, capital improvements, replacements, and contingencies, all as reasonably determined by the Board, including

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

specifically less all scheduled payments as and when due under the LPB Note and the Company’s debt to Lincoln Savings Bank (the “LSB Note”). “Net Cash Flow” shall not be reduced by depreciation, amortization, cost recovery deductions, or similar allowances, but shall be increased by any reductions of reserves previously established.

“Nonrecourse Deductions” has the meaning set forth in Section 1.704-2(b)(1) of the Regulations.

“Nonrecourse Liability” has the meaning set forth in Section 1.704-2(b)(3) of the Regulations.

“Ordinary Course of Business” means any action that is taken in the ordinary course of the normal day-to-day operations and Business Plan of the Company consistent with past custom and practice.

“Permitted Tax Distribution” means, with respect to any quarterly date on which federal estimated tax payments are due, or any date on which federal tax payments for any Fiscal Year are due (to the extent the cumulative prior estimated tax payments for any such Fiscal Year were insufficient), a distribution made by the Company to its Members pro rata in accordance with the Class A Units held by each in an amount, which shall not be less than zero, that the Board considers reasonably sufficient to enable the Members to pay the income taxes on the income and gain (net of any cumulative tax benefits produced for the Members by the Company’s losses, deductions, and credits and computed without regard to any adjustment to the basis of the Company’s assets occurring as a consequence of the Company making an election under Code Section 754) that passes through the Company to the Members under the applicable provisions of the Code assuming a 40% tax rate; provided that no distribution shall be a Permitted Tax Distribution unless it is permitted by and made in compliance with the terms of the LPB Note.

“Permitted Transfer” has the meaning set forth in Section 10.2 hereof.

“Person” means any individual, partnership (whether general or limited), limited liability company, corporation, trust, estate, association, nominee or other entity.

“Project Spend Plan” shall mean the Company’s definitive final cost estimates to implement the Master Project Schedule.

“Profits” and “Losses” mean, for each Fiscal Year, an amount equal to the Company’s taxable income or loss for such Fiscal Year, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or loss), with the following adjustments (without duplication):

xii

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

(i) Any income of the Company that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this definition of “Profits” and “Losses” shall be added to such taxable income or loss;

(ii) Any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section 1.7041(b)(2)(iv)(i), and not otherwise taken into account in computing Profits or Losses pursuant to this definition of “Profits” and “Losses” shall be subtracted from such taxable income or loss;

(iii) In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraphs (ii) or (iii) of the definition of Gross Asset Value, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the Gross Asset Value of the asset) or an item of loss (if the adjustment decreases the Gross Asset Value of the asset) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses;

(iv) Gain or loss resulting from any disposition of Property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Gross Asset Value of the Property disposed of, notwithstanding that the adjusted tax basis of such Property differs from its Gross Asset Value;

(v) In lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Fiscal Year, computed in accordance with the definition of Depreciation;

(vi) To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) is required, pursuant to Regulations Section 1.704(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Unit Holder’s interest in the Company, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses; and

(vii) Notwithstanding any other provision of this definition, any items which are specially allocated pursuant to Section 3.3 and Section 3.4 hereof, the amount, if any, included in the Company’s taxable income pursuant to Section 87 of the Code, and the partner level deduction pursuant to Section 199 of the Code (relating to domestic production activities) shall not be taken into account in computing Profits or Losses.

The amounts of the items of Company income, gain, loss or deduction available to be specially allocated pursuant to Sections 3.3 and Section 3.4 hereof shall be determined by applying rules analogous to those set forth in subparagraphs (i) through (vi) above.

xiii

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

“Property” means all real and personal property acquired by the Company, including cash, and any improvements thereto, and shall include both tangible and intangible property.

“Right of First Refusal Event” means that an Affected Member receives a bona fide offer from a third party setting forth the terms and conditions upon which it proposes to purchase all or part of the Interests of such Affected Member that the Affected Member desires to accept.

“Regulations” means the Income Tax Regulations, including Temporary Regulations, promulgated under the Code, as such regulations are amended from time to time.

“Securities Act” means the Securities Act of 1933, as amended.

“Subsidiary” means, with respect to any Person, any corporation, partnership, joint venture, limited liability company, association or other entity in which such Person owns, directly or indirectly, more than fifty percent (50%) of the outstanding equity securities or interests, the holders of which are generally entitled to vote for the election of the governing body of such entity.

“Transfer” means, as a noun, any voluntary or involuntary transfer, sale, pledge or hypothecation or other disposition, whether by operation of law (e.g., pursuant to a merger) or otherwise, and, as a verb, voluntarily or involuntarily to transfer, sell, pledge or hypothecate or otherwise dispose of.

“Unit” means the unit of measurement into which an Interest is divided for purposes of those provisions of this Agreement that require quantification of the rights, preferences and obligations represented by an Interest, as authorized and designated in Section 2.2 and issued pursuant to Section 2.3 hereof.

“Unit Holder” means a Person who owns Units, regardless of whether such Person is a Member. "Unit Holders" means all Unit Holders. Unit Holders may be designated with respect to specific types or classes of Units held.

“Unit Holder Nonrecourse Debt” has the same meaning as the term “partner nonrecourse debt” in Section 1.704-2(b)(4) of the Regulations.

“Unit Holder Nonrecourse Debt Minimum Gain” means an amount, with respect to each Unit Holder Nonrecourse Debt, equal to the Company Minimum Gain that would result if such Unit Holder Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Section 1.704-2(i)(3) of the Regulations.

“Unit Holder Nonrecourse Deductions” has the same meaning as the term “partner nonrecourse deductions” in Sections 1.704-2(i)(1) and 1.704-2(i)(2) of the Regulations.

xiv

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

“Valor Facility” means the real and personal property located at 22234 K42, Merrill, Iowa 51038 comprising, inter alia, the pre-existing Crown Iron Works 180 ton per day corn germ oil solvent extraction facility.

SECTION 2

CAPITAL AND INTERESTS

2.1 Members.

The Members of the Company are those Persons described in Sections 6.1 and 6.2(a) hereof, who have not ceased to be Members.

2.2 Authorized Capital Units; Designation of Classes of Units.

(a) The Company is authorized to issue 1,000,000 Class A Units and 3,500,000 nonvoting Class B Units. Units shall be issued only in accordance with Section 2.3. The relative rights of Units are established herein and, in general, Units shall participate in the growth and appreciation in value of the Company as well as the risk of a decline in the value of the Company. Subject to Section 2.2(b), (i) the authorized Class A Units shall be of one class, without series, and shall represent ordinary Interests in the Company entitled to vote as and to the extent provided in this Agreement and (ii) the authorized nonvoting Class B Units shall be of one class, without series, and shall represent limited nonvoting Interests in the Company entitled solely to the limited financial rights as and to the extent provided in this Agreement, and shall be nonvoting Interests and shall not be entitled to vote or entitle the holder thereof to any voting power under this Agreement.

(b) Authority is hereby vested in the Board, upon the prior written consent or approval of all Members, to establish and authorize one or more than one additional classes or series of Units, to set forth the designation and number of authorized Units of any such additional class or series, to fix the relative rights and preferences of any such additional class or series, including but not limited to the voting powers, full or limited or none, and relative economic and other rights, preferences and/or limitations thereof, any or all of which rights and preferences may be senior or superior to, on par with, or junior to those of the authorized Units already issued or any other such additional class or series. When the Company desires to issue any Units of any class or series which shall not previously have been so authorized and designated, any and all rights and preferences of such additional class or series as established by the Board upon the consent or approval of all Members shall be set forth in an exhibit that shall be attached hereto and made a part hereof. When the rights and preferences if any of any such additional class or series have been established by the Board of Managers and set forth in an exhibit hereto, the setting forth of such rights and preferences shall have the effect of amending the applicable provisions of this Agreement and such rights and preferences may thereafter only be amended pursuant to the applicable provisions of this Agreement.

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

(c) The Board, upon the prior written consent or approval of all Members, shall have the authority and power to establish, authorize the issuance of, and grant rights, warrants, and options entitling the holders thereof to purchase from the Company Units of any class or series authorized hereunder, or bonds, notes, debentures, or other obligations convertible into Units of any class or series authorized hereunder, subject to all qualifications, requirements or conditions of holding such class or series established by or pursuant to this Agreement.

2.3 Capital Contributions; Issuance of Units.

(a) A SCHEDULE A to this Agreement (which SCHEDULE A is hereby incorporated into this Agreement) shall be maintained in accordance with this Agreement, which SCHEDULE A shall include a current list of the full name and last known business or residence address of each Unit Holder set forth in alphabetical order, the Capital Contributions and Units of each Unit Holder (including the amount of cash and description and statement of the agreed value of any other property or services relating to such Capital Contributions), the amount and value of any Capital Contributions which any Member or potential Member has agreed to make pursuant to a contribution agreement or a contribution allowance agreement (including the time or times at which or events the happening of which such Capital Contributions are to be made or, in the case of a contribution allowance agreement, such right to contribute lapses), and which SCHEDULE A shall be amended from time to time as Transfers occur or as additional Units are issued and as additional Members are admitted to the Company in accordance with this Agreement, and which SCHEDULE A, together with the other applicable provisions of this Agreement, shall constitute the statement of membership interests in the Company provided for by the Act.

(b) As of the Effective Date, the authorized Units of the Company issued and outstanding as of the Effective Date, and the holders thereof, are set forth on SCHEDULE A to this Agreement. No additional Units of any class or series may be issued without the prior written consent or approval of all Members.

(c) No Member shall be obligated to make any additional Capital Contributions to the Company or to pay any assessment to the Company, other than the unpaid portion of such Member’s written agreement to make Capital Contributions, and no Units shall be subject to any mandatory assessment, requests or demands for capital.

(d) Units may only be issued in consideration of Capital Contributions. Upon the prior written consent or approval of all Members, the Board may accept Capital Contributions from Members or persons seeking to become Members, may authorize the Company to enter into a written subscription agreement with such Member or persons seeking to become Members to make Capital Contributions for the purchase of Units, and may cause the Company to issue additional Units to such persons in consideration of Capital Contributions to the Company. Capital Contributions and the issuance of additional Units shall be made at such times and upon such terms and conditions as are authorized by this Agreement and as the Board

xvi

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

and the person acquiring the Units may agree. The Board shall have authority to subdivide or combine the outstanding Units or declare a dividend payable in Units.

(e) Upon acceptance of Capital Contributions and the issuance of additional Units, the Board shall cause the books and records of the Company to be adjusted appropriately.

(f)No Member or Unit Holder shall have any preemptive rights to make additional Capital Contributions.

(g) The terms of any Units authorized by Section 2.2(a) that are issued in connection with services may provide that such Units shall be or may become substantially vested profits interests within the meaning of Revenue Procedures 93-27 and 2001-43, and may provide that such Units are intended to constitute “safe harbor partnership interests” within the meaning of Internal Revenue Service Notice 2005-43 if the Units are issued after the revenue procedure described in the notice is published. The Company and all Unit Holders (including the recipients of such Units), each intending to be legally bound, agree that: (i) the Company may elect the safe harbor, (ii) each shall comply with all safe harbor requirements with respect to all partnership interests transferred while the election remains effective, including reporting in a manner consistent with the safe harbor on their respective income tax returns, and (iii) no issuance or transfer of any Unit shall be effective unless the Person acquiring the Unit agrees to be legally bound by the safe harbor election and such related conditions as the Board of Governors may impose. The safe harbor is subject to change, and the Board of Governors shall have the authority, without any further action by the Unit Holders, to amend this Agreement as may be necessary to implement the stated intent, and shall have the sole discretion and authority to act on behalf of the Company and the Unit Holders to terminate the safe harbor election.

2.4 Capital Accounts.

A Capital Account shall be maintained for each Unit Holder in accordance with the following provisions:

(a) To each Unit Holder’s Capital Account there shall be credited (A) such Unit Holder’s Capital Contributions, (B) such Unit Holder’s distributive share of Profits and any items in the nature of income or gain which are specially allocated pursuant to Sections 3.3 and 3.4 hereof, and (C) the amount of any Company liabilities assumed by such Unit Holder or which are secured by any Property distributed to such Unit Holder. The principal amount of a promissory note which is not readily traded on an established securities market and which is contributed to the Company by the maker of the note (or a Unit Holder related to the maker of the note within the meaning of Regulations Section 1.7041(b)(2)(ii)(c)) shall not be included in the Capital Account of any Unit Holder until the Company makes a taxable disposition of the note or until (and to the extent) principal payments are made on the note, all in accordance with Regulations Section 1.7041(b)(2)(iv)(d)(2);

xvii

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

(b) To each Unit Holder’s Capital Account there shall be debited (A) the amount of money and the Gross Asset Value of any Property distributed to such Unit Holder pursuant to any provision of this Agreement, (B) such Unit Holder’s distributive share of Losses and any items in the nature of expenses or losses which are specially allocated pursuant to Sections 3.3 and 3.4 hereof, and (C) the amount of any liabilities of such Unit Holder assumed by the Company or which are secured by any Property contributed by such Unit Holder to the Company;

(c) In the event Units are Transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the Transferred Units; and

(d) In determining the amount of any liability for purposes of subparagraphs (a) and (b) above there shall be taken into account Code Section 752(c) and any other applicable provisions of the Code and Regulations.

The foregoing provisions and the other provisions of this Agreement relating to allocation of Profits and Loss, nonliquidating distributions, liquidating distributions, and the maintenance of Capital Accounts, including and subject to Section 12.3 hereof, are intended to comply with Regulations Section 1.7041(b), and shall be interpreted and applied in a manner consistent with such Regulations. In the event the Board shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including, without limitation, debits or credits relating to liabilities which are secured by contributed or distributed property or which are assumed by the Company or any Unit Holders), are computed in order to comply with such Regulations, the Board may make such modification, provided that it is not likely to have a material effect on the amounts distributed to any Person pursuant to Section 12 hereof upon the dissolution of the Company. The Board also shall (i) make any adjustments that are necessary or appropriate to maintain equality between the Capital Accounts of the Unit Holders and the amount of capital reflected on the Company’s balance sheet, as computed for book purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q), and (ii) make any appropriate modifications in the event unanticipated events might otherwise cause this Agreement not to comply with Regulations Section 1.704-1(b).

2.5 Closing Stock Capital Contribution.

On the Effective Date, pursuant to the Comstock Partnership Interest Purchase Agreement and the Comstock Contribution Agreement of even date therewith, in consideration for 3,500,000 Class B Units issued in accordance with Section 2.3 hereof, Comstock contributed and delivered 3,500,000 restricted shares of Comstock Common Stock to the Company (“Closing Stock Capital Contribution”). Distributions of any and all cash proceeds derived from the sale of such Comstock Common Stock by the Company or any in-kind distribution of such Comstock Common Stock, and allocation of any and all Profits or Losses realized or recognized by the Company on such sale(s) or in-kind distributions thereof (and any income taxes thereon), shall be made solely in accordance with the express provisions of this Agreement,

xviii

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

including the provisions that require that (i) 100% of any and all cash proceeds derived from the sale of such Comstock Common Stock by the Company or any in-kind distribution of such Comstock Common Stock shall be distributed to the Class B Unit Holder, (ii) 100% of any and all Profits or Losses realized or recognized by the Company on such sale(s) or in-kind distributions thereof (and all income taxes payable thereon), shall be allocated to and be the responsibility of the Class B Unit Holder, (iii) the first $3,000,000 of the sales proceeds received by the Company upon sale of the Closing Stock Capital Contribution, net of applicable brokerage fees and other commercially reasonable costs of sale (“Net Sales Proceeds”), otherwise distributable to the Class B Unit Holder shall be paid directly to LPN on Comstock’s behalf to satisfy in part its payment obligations to LPN under the Comstock Partnership Interest Purchase Agreement, and (iv) that any remaining Net Sales Proceeds otherwise distributable to the Class B Unit Holder shall be paid directly to the Company on Comstock’s behalf for the purpose of paying the purchase price of the LPB Note and to satisfy its payment obligations of the purchase price of the LPB Note to the Company under the terms and conditions of the LPB Note Purchase Agreement and the LPB Note. As soon as practicable after the Effective Date, the Closing Stock Capital Contribution shall be available for deposit, clearance, and, subject to a written trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “10b5-1 Plan”) to be prepared and delivered by Comstock to the Company at or prior to Closing (as defined in the LPB Note Purchase Agreement) sale in accordance with the LPB Note Purchase Agreement. Any Net Sales Proceeds received by the Company that exceeds the $3,000,000 payment obligation of Comstock to the Company under the Comstock Partnership Interest Purchase Agreement and the $15,000,000 “Protected Amount” under the LPB Note Purchase Agreement (“Surplus Proceeds”) shall be distributed to the Class B Unit Holder, unless Comstock otherwise provides its prior written consent to the Company for an alternative use, or unless applicable law requires title to any such Surplus Proceeds to remain vested in the Company, in which case any such Surplus Proceeds shall remain with and continue to constitute Company property. If any portion of the Closing Stock Capital Contribution has not been sold under the 10b5-1 Plan after the $3,000,000 payment obligation and the $15,000,000 Protected Amount each has been fully paid under the terms of the Comstock Partnership Interest Purchase Agreement and the LPB Note Purchase Agreement and LPB Note (any such portion, the “Residual Comstock Common Stock”), then Company shall either liquidate the Residual Comstock Common Stock under the 10b5-1 Plan and distribute 100% of the resulting Net Sales Proceeds to the Class B Unit Holder, or make an in-kind distribution of the Residual Comstock Common Stock to the Class B Unit Holder at the times provided for in the 10b5-1 Plan, in each case in complete liquidation and redemption of the Class B Units held by the Class B Unit Holder in accordance with this Agreement, and in each case in accordance with the 10b5-1 Plan and as allowed under and in accordance with all applicable law Legal Requirement.

2.6 Resale Registration Rights.

Following demand by the Company in accordance with the 10b5-1 Plan, Comstock shall file with the SEC a Registration Statement on Form S-3 (except if Comstock is not then eligible to register for resale the Closing Stock Capital Contribution on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act) covering

xix

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

the resale of the Closing Stock Capital Contribution by the Company (the “Resale Registration Shelf”), and Comstock shall file such Resale Registration Shelf as promptly as reasonably practicable following such demand, and in any event within sixty (60) days of such demand. Such Resale Registration Shelf shall include a “final” prospectus, including the information required by Item 507 of Regulation S-K of the Securities Act. Comstock shall use its reasonable best efforts to cause the Resale Registration Shelf and related prospectuses to become effective as promptly as practicable after filing. Comstock shall use its reasonable best efforts to cause such Resale Registration Statement to remain effective under the Securities Act until the earlier of the date all shares comprising the Closing Stock Capital Contribution covered by the Resale Registration Shelf have been sold or may be sold freely without limitations or restrictions as to volume or manner of sale pursuant to Rule 144. Comstock shall promptly, and within two (2) business days after Comstock confirms effectiveness of the Resale Registration Shelf with the SEC, notify the Company of the effectiveness of the Resale Registration Shelf.

SECTION 3

ALLOCATIONS

3.1 Profits.

After giving effect to the special allocations in Section 3.2, 3.3 and Section 3.4 hereof, and except as otherwise provided in Section 3.5 hereof, the Profits or Losses of the Company shall be allocated among the Capital Accounts of the Members with respect to each Fiscal Year as of the end of such Fiscal Year in a manner such that the Capital Account of each Member, immediately after making such allocation is, as nearly as possible, equal to (i) the distributions that would be made to such Member if the Company were dissolved, its affairs wound up and its assets sold for cash equal to their Book Values, all Company liabilities were satisfied (limited with respect to each nonrecourse liability to the fair market value of the assets securing such liability), and the remaining assets of the Company were distributed pursuant to Section 12.2(b) to the Members immediately after making such allocation, minus (ii) such Member’s share of Minimum Gain (as determined according to Treasury Regulation Section 1.704-2(g)) and such Member’s partner non-recourse debt minimum gain (as defined in Treasury Regulation Section 1.704-2(i)(3)), computed immediately before the hypothetical sale of assets and in accordance with Treasury Regulations Section 1.704-2. Unless otherwise provided in this Agreement, every item of income, gain, loss and deduction entering into the computation of Profits or Losses shall be allocated to the Members in the same proportions as the allocation of Profits or Losses for that period. Solely for purposes of clarity and not to alter the operation of this Section 3.1, the Members acknowledge that the payments by the Company to LPN on behalf of Comstock under the provisos of Sections 4.1(a) and 4.1(b) of amounts that would otherwise be distributable to Comstock shall be treated for all purposes under this Agreement including allocations under this Section 3.1 as though the distributions were actually made to Comstock, with Comstock in turn paying the funds to LPN.

3.2 Closing Stock Capital Contribution. All Profits and Losses and any other items of income, gain, loss, or deduction associated with the acquisition, ownership, and disposition of

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

the Closing Stock Capital Contribution by the Company shall be allocated to the Class B Unit Holders ratably in proportion to Class B Units held.

3.3 Special Allocations.

The following special allocations shall be made in the following order:

(a) Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(f) of the Regulations, notwithstanding any other provision of this Section 3, if there is a net decrease in Company Minimum Gain during any Fiscal Year, each Unit Holder shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Unit Holder’s share of the net decrease in Company Minimum Gain, determined in accordance with Regulations Section 1.704-2(g). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Unit Holder pursuant thereto. The items to be so allocated shall be determined in accordance with sections 1.704-2(f) (6) and 1.704-2(j) (2) of the Regulations. This Section 3.3(a) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(f) of the Regulations and shall be interpreted consistently therewith.

(b) Unit Holder Minimum Gain Chargeback. Except as otherwise provided in Section 1.704-2(i) (4) of the Regulations, notwithstanding any other provision of this Section 3, if there is a net decrease in Unit Holder Nonrecourse Debt Minimum Gain attributable to a Unit Holder Nonrecourse Debt during any Fiscal Year, each Unit Holder who has a share of the Unit Holder Nonrecourse Debt Minimum Gain attributable to such Unit Holder Nonrecourse Debt, determined in accordance with Section 1.704-2(i) (5) of the Regulations, shall be specially allocated items of Company income and gain for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Unit Holder’s share of the net decrease in Unit Holder Nonrecourse Debt, determined in accordance with Regulations Section 1.704-2(i) (4). Allocations pursuant to the previous sentence shall be made in proportion to the respective amounts required to be allocated to each Unit Holder pursuant thereto. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i) (4) and 1.704-2(j) (2) of the Regulations. This Section 3.3(b) is intended to comply with the minimum gain chargeback requirement in Section 1.704-2(i) (4) of the Regulations and shall be interpreted consistently therewith.

(c) Qualified Income Offset. In the event any Unit Holder unexpectedly receives any adjustments, allocations, or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), 1.7041(b)(2)(ii)(d)(5), or 1.704-1(b)(2)(ii)(d)(6) of the Regulations, items of Company income and gain shall be specially allocated to such Unit Holder in an amount and manner sufficient to eliminate, to the extent required by the Regulations, the Adjusted Capital Account Deficit of the Unit Holder as quickly as possible, provided that an allocation pursuant to this Section 3.3(c) shall be made only if and to the extent that the Unit Holder would

xxi

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

have an Adjusted Capital Account Deficit after all other allocations provided for in this Section 3 have been tentatively made as if this Section 3.3(c) were not in this Agreement.

(d) Gross Income Allocation. In the event any Unit Holder has a deficit Capital Account at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Unit Holder is obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Unit Holder shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 3.3(d) shall be made only if and to the extent that such Unit Holder would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Section 3 have been made as if Section 3.3(c) and this Section 3.3(d) were not in this Agreement.

(e) Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Unit Holders in proportion to Units owned.

(f) Unit Holder Nonrecourse Deductions. Any Unit Holder Nonrecourse Deductions for any Fiscal Year shall be specially allocated to the Unit Holder who bears the economic risk of loss with respect to the Unit Holder Nonrecourse Debt to which such Unit Holder Nonrecourse Deductions are attributable in accordance with Regulations Section 1.704-2(i)(1).

(g) Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.7041(b)(2)(iv)(m)(2) or 1.7041(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Unit Holder in complete liquidation of such Unit Holder’s interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.7041(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.7041(b)(2)(iv)(m)(4) applies.

3.4 Intentionally Omitted.

3.5 Loss Limitation.

Losses allocated pursuant to Section 3.2 hereof shall not exceed the maximum amount of Losses that can be allocated without causing any Unit Holder to have an Adjusted Capital Account Deficit at the end of any Fiscal Year. In the event some but not all of the Unit Holders would have Adjusted Capital Account Deficits as a consequence of an allocation of Losses pursuant to Section 3.2 hereof, the limitation set forth in this Section 3.5 shall be applied on a Unit Holder by Unit Holder basis among the Units and Losses not allowable to any given Unit

xxii

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

Holder as a result of such limitation shall be allocated to the other Unit Holders in accordance with the positive balances in such Unit Holders’ Capital Accounts, so as to allocate the maximum permissible Losses to each Unit Holder under Section 1.704-1(b)(2)(ii)(d) of the Regulations. If this Section 3.5 causes Losses to be allocated in disproportion to Units, the effect of such allocation shall be reversed at the earliest opportunity by specially allocating Net Profits to the Unit Holders to whom such Losses were allocated, the most recently allocated Losses to be reversed first.

3.6 Other Allocation Rules.

(a) For purposes of determining the Profits, Losses, or any other items allocable to any period, Profits, Losses, and any such other items shall be determined on a daily, monthly, or other basis, as determined by the Board using any permissible method under Code Section 706 and the Regulations thereunder.

(b) Generally, all Profits and Losses allocated to the Unit Holders or the Holders of specified Units or a specified class thereof shall be allocated among them in proportion to the Units or specified Units or class thereof, respectively, held by each. In the event Units are issued pursuant to Section 2.3 hereof during a Fiscal Year, the Profits (or Losses) allocated to the Unit Holders for each such Fiscal Year shall be allocated among the Unit Holders in proportion to the number of Units each holds from time to time during such Fiscal Year in accordance with Code Section 706, using any convention permitted by law and selected by the Board.

(c) The Unit Holders are aware of the income tax consequences of the allocations made by this Section 3 and hereby agree to be bound by the provisions of this Section 3 in reporting their shares of Company income and loss for income tax purposes.

(d) Solely for purposes of determining a Unit Holder’s proportionate share of the “excess nonrecourse liabilities” of the Company within the meaning of Regulations Section 1.752-3(a)(3), the Unit Holders’ aggregate interests in Company profits shall be deemed to be as provided in the Capital Accounts.

To the extent permitted by Regulations Section 1.704-2(h)(3), the Unit Holders shall endeavor to treat distributions of Net Cash Flow as having been made from the proceeds of a Nonrecourse Liability or a Unit Holder Nonrecourse Debt only to the extent that such distributions would cause or increase an Adjusted Capital Account Deficit for any Unit Holder.

3.7 Tax Allocations: Code Section 704(c).

(a) In accordance with Code Section 704(c) and the Regulations thereunder, income, gain, loss, and deduction with respect to any Property contributed to the capital of the Company shall, solely for tax purposes, be allocated among the Unit Holders so as to take account of any variation between the adjusted basis of such Property to the Company for federal

xxiii

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

income tax purposes and its initial Gross Asset Value (computed in accordance with the definition of Gross Asset Value).

(b) In the event the Gross Asset Value of any Company asset is adjusted pursuant to subparagraph (ii) of the definition of Gross Asset Value, subsequent allocations of income, gain, loss, and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Gross Asset Value in the same manner as under Code Section 704(c) and the Regulations thereunder.

(c) Allocations pursuant to Section 3.7 shall be made as required or permitted by Regulations Section 1.704-3 pursuant to such method or methods provided therein as the Company shall elect in accordance with Section 8.3, provided that allocations pursuant to Section 3.7(b) as a result of the revaluations of Gross Asset Values that will occur at the times described in clause (A) of subparagraph (ii) of the definition of Gross Asset Value shall be made pursuant to the “traditional” method described in Regulations Section 1.704-3. Any elections or other decisions relating to allocations under this Section 3.7 shall be made in any manner that the Board reasonably determines to reflect the purposes and intention of this Agreement. Allocations under this Section 3.7 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Unit Holder's Capital Account or share of Profits or Losses or distributions under any provision of this Agreement.

SECTION 4

DISTRIBUTIONS

4.1 Distributions.

Distributions shall be made to the Unit Holders as follows:

(a) Closing Stock Capital Contribution. All dividends, proceeds from the disposition of, or any other distributable amount associated with the Closing Stock Capital Contribution (including the distribution of all or any portion of the Closing Stock Capital Contribution in kind) shall be made solely to Comstock as the holder of the Class B Units; provided, however, that Comstock hereby directs the Company to pay the first $3.0 million that would otherwise be distributed to it pursuant to this Section 4.1(a) to LPN on behalf of Comstock, which shall be applied as payment to LPN on amounts due to LPN under the Comstock Partnership Interest Purchase Agreement.

(b) All Other Distributions. The Company shall pay (i) the Mandatory Prepayment (as defined under the LPB Note) as prepayment of the LPB Note until the LPB Note is paid in full and (ii) the greater of 20% of Net Cash Flow (determined without reduction for the scheduled payments due under the LSB Note) or the scheduled payment due under the LSB Note as prepayment of the LSB Note until the LSB Note is paid in full and (iii) shall distribute all remaining Net Cash Flow to the Members pro rata in accordance with their ownership of Class A Units; provided, however, that, for the avoidance of doubt, the Board, in determining Net Cash

xxiv

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

Flow, shall cause the Company to distribute Permitted Tax Distributions to the Members pro rata in accordance with their ownership of Class A Units (which each Member may choose to receive or defer), and that Comstock hereby directs the Company to pay the first $5.0 million that would otherwise be distributed to it pursuant to this Section 4.1(b) (including any Permitted Tax Distributions) to LPN on behalf of Comstock, which shall be applied as payment to LPN on amounts due to LPN under the Comstock Partnership Interest Purchase Agreement for the LPN Preferred Cash Sweep, and provided, further that, until Comstock’s obligations under the Comstock Partnership Interest Purchase Agreement are paid in full, no amount of Net Cash Flow shall be applied as prepayment of the LPB Note or the LSB Note unless an equal amount on a pari passu basis is paid to LPN on behalf of Comstock under the proviso to this Section 4.1(b).

4.2 Amounts Withheld.

All amounts withheld pursuant to the Code or any provision of any state, local or foreign tax law with respect to any payment, distribution or allocation to the Company or the Unit Holders shall be treated as amounts paid or distributed, as the case may be, to the Unit Holders with respect to which such amount was withheld pursuant to this Section 4.2 for all purposes under this Agreement. The Company is authorized to withhold from payments and distributions, or with respect to allocations to the Unit Holders, and to pay over to any federal, state and local government or any foreign government, any amounts required to be so withheld pursuant to the Code or any provisions of any other federal, state or local law or any foreign law, and shall allocate any such amounts to the Unit Holders with respect to which such amount was withheld.

4.3 Limitations on Distributions.

(a) The Company shall make no distributions to the Unit Holders except as provided in this Section 4 and Section 12 hereof.

(b) A Unit Holder may not receive a distribution from the Company to the extent that, after giving effect to the distribution, all liabilities of the Company, other than liability to Unit Holders on account of their Capital Contributions, would exceed the Gross Asset Value of the Company’s assets or the distribution would otherwise be prohibited by Section 322B.54 of the Act.

SECTION 5

MANAGEMENT AND OPERATIONS

5.1 Management by the Board.

(a) Except those matters for which consent or approval of the Members is required by this Agreement or any nonwaivable provisions of the Act, and subject to the provisions of Section 5.1(c) and (d) hereof, the powers and privileges of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be

xxv

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

managed under the direction of, the Board and not by the Members. No Member has the power or authority to act for or on behalf of the Company, to bind the Company by any act, or to incur any expenditures on behalf of the Company, except with the prior written consent of the Board. Without limiting the foregoing authority of the Board to manage the business and affairs of the Company or the actions the Board may take in exercising the powers and privileges of the Company, the Board shall have the right to make the following decisions and take the following actions:

(i) Acquire by purchase, lease, or otherwise any real or personal property;

(ii) Operate, maintain, finance, improve, construct, own, grant operations with respect to, sell, convey, assign, mortgage, or lease any real estate and any personal property;

(iii) Execute any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the management, maintenance, and operation of the business or affairs of the Company, including executing amendments to this Agreement and the Articles in accordance with the terms of this Agreement;

(iv) Borrow money and issue evidences of indebtedness, and secure the same by mortgage, pledge, or other lien on any or all of the Company’s assets;

(v) Execute any deed, lease, mortgage, deed of trust, mortgage note, promissory note, bill of sale, contract, or other instrument purporting to convey or encumber any or all of the Company’s assets;

(vi) Prepay in whole or in part, refinance, recast, increase, modify, or extend any liabilities affecting the assets of the Company and in connection therewith execute any extensions or renewals of encumbrances on any or all of such assets;

(vii) Care for and distribute funds to the Members by way of cash income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and perform all matters in furtherance of the objectives of the Company or this Agreement;

(viii) Hire or contract on behalf of the Company for the employment and services of employees and/or independent contractors, such as consultants, lawyers and accountants, and delegate to such Persons the duty to manage or supervise any of the assets or operations of the Company;

(ix) Engage in any kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to Company assets and Manager liability), as may be lawfully carried on or performed by a limited liability company under the laws of each jurisdiction in which the Company is then formed or qualified;

(x) Take, or refrain from taking, all actions, not expressly proscribed or limited by this Agreement, as may be necessary or appropriate to accomplish the purposes of the Company;

(xi) Institute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought on or in behalf of, or against, the Company, the Members or any Manager in connection with activities arising out of, connected with, or incidental to this Agreement, and engage counsel or others in connection therewith;

xxvi

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

(xii) Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign business entities, including corporations, associations, general or limited partnerships or other limited liability companies, or individuals or direct or indirect obligations of the United States or of any government, state, territory, government district or municipality or of any instrumentality of any of them;

(xiii) Subject to Section 2 hereof, designate classes or series of Units, agree with any Person as to the form and other terms and conditions of such Person’s Capital Contribution to the Company and cause the Company to issue Units in consideration of such Capital Contribution; and

(xiv) Indemnify a Member or Manager or officer or former Member or Manager or officer, and make any other indemnification that is authorized by this Agreement in accordance with the Act.

The Board may adopt such policies, rules, and regulations and may take such actions as it shall deem advisable in furtherance of the purposes of the Company, provided that the Board shall not act in a manner contrary to this Agreement.

(b) The Board shall adopt the Valor Facility retrofit Master Project Schedule and Project Spend Plan in accordance with the provisions of the LPB Note Purchase Agreement. The Managers shall adopt a business plan for the Company (the “Business Plan”) in accordance with the provisions of the LPB Note Purchase Agreement, which shall be initially substantially comprised of the Master Project Schedule, including a final critical chain project management plan (“CCPM”), and the Project Spend Plan. No later than sixty (60) days prior to the beginning of each Fiscal Year, the Board shall adopt an Annual Operating Budget and Annual Capital Budget covering the Fiscal Year commencing in sixty (60) days. The Annual Operating Budget shall include projected operating revenues, expenses and working capital reserves for the Fiscal Year, and the Annual Capital Budget shall include projected capital expenditures and investments for the Fiscal Year. The Budgets may but shall not be required to be incorporated into a business plan for the Fiscal Year containing such other information, plans and strategies as the Board deems advisable. The Board may amend the Company’s Annual Operating Budget or Annual Capital Budget at any time.

(c) Notwithstanding any other provision of this Agreement (including without limitation Section 5.1(a)), the Board may not take or approve the following actions, agreements, instruments or items (the “Major Decisions”) without the prior written consent or approval of all Members:

(i) Initiate or consummate an initial public offering of any equity or debt;

(ii) Enter into or effect any transaction or series of related transactions involving the purchase, sale, lease, license, exchange or other disposition, including by merger,

xxvii

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

consolidation, sale of equity, sale of debt or sale or lease of assets, of any material portion (defined as ten percent (10%) or more of equity dilution or potential equity upon completion) or substantially all of the Company’s assets;

(iii) Sale, transfer, pledge or hypothecation of any Company asset that is not in the Ordinary Course of Business of the Company;

(iv) Incur any indebtedness in excess of $250,000.00 (except for the LPB Note and the Debt under the LSB Documents, pledge or grant liens on any assets (other than those liens granted in connection with the LPB Note Purchase Agreement or the LSB Documents), or guarantee, assume, endorse or otherwise become responsible for the obligations of any other Person;

(v) The Business Plan and the Annual Operating and Capital Budgets for each Fiscal Year;

(vi) Any Material Agreement or any contract, obligation, liability, disbursement or lawsuit settlement outside of the Ordinary Course of Business in excess of $250,000 which is not part of the then current Fiscal Year’s approved Annual Operating or Capital Budget (provided that necessary expenditures to meet operational emergencies at the Valor Facility may be incurred prior to such approval if immediate action is required for the safety or operation of the Valor Facility);

(vii) Any investment in excess of $250,000 which is not part of the then current Fiscal Year’s approved Annual Capital Budget;

(viii) Any increase or other change in the authorized Units of the Company, the acceptance of additional Capital Contributions, the issuance of additional Units, or the issuance of options or warrants to purchase Units;

(ix) The determination of the Gross Asset Values of the Company Property;

(x) The admission of new Members and the terms of such admission;

(xi) The sufficiency of any legal opinion required under Section 10 of this Agreement or the waiver of any such legal opinion;

(xii) (A) Any tax elections under Section 8.3(a) of this Agreement, other than any election, if permitted by applicable law, to adjust the basis of Property pursuant to Code Sections 754, 734(b) and 743(b), or comparable provisions of state, local or foreign law, at the times described in clause (A) of subparagraph (ii) of the definition of Gross Asset Value or in

xxviii

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

connection with Transfers of Units and Company distributions (which elections shall not require Board or Member approval to be made, (B) the designation of the Tax Matters Representative under Section 8.3(b) of this Agreement, (C) any amendment to this Agreement effecting a change to the method designated pursuant to the proviso in the first sentence of Section 3.7(c) hereof, or (D) any decisions in connection with preparation of the Company’s tax returns;

(xiii) Any amendment to the Articles or this Agreement; or

(xiv) Any action or item described in Section 5.1(d), provided the Member consent or approval obtained in connection with this subparagraph (xiv) shall count as the Member consent or approval required under Section 5.1(d).

(d) Notwithstanding any other provision of this Agreement (including without limitation Section 5.1(a)), the Board shall not have authority to approve, authorize or take any of the following actions with respect to the Company without the prior approval or consent of all Members: (i) sell, lease, exchange or otherwise dispose of all or substantially all of the assets of the Company; (ii) merge or consolidate the Company with another Person; (iii) materially change the business purpose of the Company; (iv) initiate a bankruptcy or reorganization proceeding; or (v) voluntarily dissolve the Company.

5.2 Actions by Managers; Committees; Reliance on Authority.

(a) In managing the business and affairs of the Company and in exercising the powers and privileges of the Company, Managers shall act on behalf of the Company only (i) collectively through meetings of the Board held and conducted pursuant to the provisions of this Agreement or by written action taken pursuant to the provisions of this Agreement, (ii) through committees established pursuant to Section 5.2(b), and (iii) through Managers and officers of the Company to whom authority and duties have been delegated pursuant to the provisions of this Agreement. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, ALL RECOMMENDATIONS AND DECISIONS, INCLUDING RESOLUTIONS, OF THE BOARD SHALL REQUIRE THE AFFIRMATIVE VOTE OF AT LEAST A MAJORITY OF THE VOTING POWER OF THE MANAGERS IN OFFICE.

(b) The Board, by resolution approved by the affirmative vote of a majority of the voting power of the Managers then holding office, may from time to time establish one or more committees, each of which shall be comprised of one or more natural persons who may but need not be Managers or Members, provided that a majority of committee members on each committee must be a Manager or Member. Any such committee shall have and may exercise only such authority and duties to the extent provided by the Board in such resolution, subject at all times to the limitations set forth in the Act, this Agreement and to the direction and control of the Board. Unless otherwise provided by the Board, the presence of all members of any such committee shall constitute a quorum for the transaction of business at a meeting of the committee, and the committee shall act by the affirmative vote of a majority of the voting power of the committee members then serving on such committee. In other matters of procedure the

xxix

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

provisions of this Agreement shall apply to committees and the members thereof to the same extent they apply to the Board and Managers, including, without limitation, the provisions with respect to meetings and notice thereof, absent members, written actions, and valid acts. Each committee shall keep regular minutes of its proceedings and report the same to the Board. The Board may dissolve any committee at any time.

(c) Any Person dealing with the Company, other than a Member or a Manager or an Affiliate of a Member or Manager, may rely on the authority of any Manager or officer of the Company in taking any action in the name of the Company without inquiry into the provisions of this Agreement or compliance herewith, regardless of whether the action is actually taken in accordance with the provisions of this Agreement, unless the Person dealing with the Company has actual knowledge that the officer lacks authority to act or the Act establishes that the officer lacks authority to act.

5.3 The Board.

(a)Number, Qualification and Term of Office.

(i) Board. The number of Managers serving the Company on the Board shall be six (6) natural persons. Managers shall be elected or appointed by the Members at the times, in the manner and for the terms as prescribed by this Agreement. As of the Effective Date, the Managers of the Company comprising the Board, who shall serve for such terms and in such manner as prescribed by this Agreement, are the following persons:


Eamonn Byrne			Corrado DeGasperis
Jim Galvin			Kevin Kreisler
William McCarthy			Steven Meyer

The chairman (the “Chairman”) of the Board must be a Manager and shall be appointed by the members of the Board by the affirmative vote of a majority of the voting power of the Managers then holding office.

(ii) Election and Appointment of Managers; Terms. Each of LPN and Comstock (or MANA, if Comstock Transfers its membership Interests to MANA) shall have the right to appoint (or replace or re-appoint) THREE (3) Managers to the Board. Each Manager shall serve indefinitely at the pleasure of the Member appointing him or her until a successor is appointed, or until the earlier death, resignation or removal of the Manager. A Manager may be removed for any reason by the Member appointing him or her, upon written notice to the Chairman, which notice may designate and appoint a successor Manager to fill the vacancy, and which notice may be given at a meeting of the Board attended by the person appointed to fill the vacancy.

xxx

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

(iii) Qualification. The Managers of the Company may but need not be Members or elected or appointed representatives of Members.

(b) Resignation. Any Manager may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein or, if no time be specified then at the time of its receipt by the Chairman or the President of the Company. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.

(c) Removal. A Manager may be removed for any reason by the Member appointing him or her, upon written notice to the Chairman, which notice may designate and appoint a successor Manager to fill the vacancy, and which notice may be given at a meeting of the Board attended by the person appointed to fill the vacancy.

(d) Vacancies. Any vacancy occurring on the Board may be filled by the Member having the right to appoint the Manager whose resignation, removal or death created the vacancy.

(e) Meetings. Regular meetings of the Board shall be held from time to time as determined by the Board. Special meetings of the Board shall be held upon the call of the Chairman, the President or three (3) or more Managers. Board meetings shall be held at the principal office of the Company or at such other place, either within or without the State of Wyoming, as shall be designated by the person calling the meeting and stated in the notice of the meeting or a duly executed waiver of notice thereof. Managers may participate in a Board meeting by means of video or audio conferencing or similar communications equipment whereby all Managers participating in the meeting can hear each other.

(f) Notice. Oral or written notice of each meeting of the Board, stating the place, day and hour of the meeting, shall be given to each Manager at least 3 days before the day on which the meeting is to be held. The notice or waiver of notice of any special or regular meeting of the Board does not need to specify the business to be transacted or the purpose of the meeting.

(g) Waiver. Whenever any notice is required to be given to a Manager under the provisions of this Agreement, a waiver thereof in writing signed by the Manager, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance of a Manager at any meeting of the Board shall constitute waiver of notice of such meeting by the Manager, except where the Manager attends a meeting for the express purpose of stating his objection to the transaction of any business because the meeting is not lawfully called or convened.

(h) Quorum. A majority of the voting power of the Managers then in office shall constitute a quorum necessary for the transaction of business at any regular or special

xxxi

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

meeting of the Board. If less than a quorum is present, those Managers present may adjourn the meeting from time to time until a quorum shall be present.

(i) Voting and Act of the Board. Each Manager shall have one vote with regard to decisions made by the Board, provided, if a Manager is absent from any meeting of the Board, the remaining Managers appointed by the Member who appointed the absent Manager may vote the absent Manager’s vote at any such meeting, meaning the Manager or Managers appointed by a Member who are present at any meeting of the Board shall always have collectively three votes for the Managers appointed by the Member. The Board shall take action by the affirmative vote of a majority of the voting power of the Managers then holding office. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, ALL RECOMMENDATIONS AND DECISIONS, INCLUDING RESOLUTIONS, OF THE BOARD SHALL REQUIRE THE AFFIRMATIVE VOTE OF AT LEAST A MAJORITY OF THE VOTING POWER OF THE MANAGERS IN OFFICE.

(j) Action Without a Meeting. Any action required or permitted to be taken at a meeting of the Board may be taken by written action signed by all of the Managers comprising the Board.

(k) Absentee Managers. A Manager of the Company may give advance written consent or opposition to a proposal to be acted on at a Board meeting. If the Manager is not present at the meeting, consent or opposition to a proposal does not constitute presence for purposes of determining the existence of a quorum, but consent or opposition shall be counted as a vote in favor of or against the proposal and shall be entered in the minutes or other record of action at the meeting, if the proposal acted on at the meeting is substantially the same or has substantially the same effect as the proposal to which the Manager has consented or objected.

(l) Compensation. The Board may fix the compensation, if any, of Managers. Managers shall also be entitled to reimbursement for actual expenses incurred in attending meetings of the Board or other business of the Company.

5.4 Duties and Obligations of Managers.

(a) Duties. The Board shall cause the Company to conduct its business and operations separate and apart from that of any Member, Manager or any of its Affiliates. The Board shall take all actions which may be necessary or appropriate (i) for the continuation of the Company’s valid existence as a limited liability company under the laws of the State of Wyoming and each other jurisdiction in which such existence is necessary to protect the limited liability of Members or to enable the Company to conduct the business in which it is engaged, and (ii) for the accomplishment of the Company’s purposes, including the acquisition, development, maintenance, preservation, and operation of Company property in accordance with the provisions of this Agreement and applicable laws and regulations. Each Manager shall have the duty to discharge the foregoing duties in good faith, in a manner the Manager reasonably believes to be in the best interests of the Company, and with the care an ordinarily prudent person in a like position

xxxii

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

would exercise under similar circumstances. No Manager shall be under any other duty to the Company or the Members to conduct the affairs of the Company in a particular manner.

(b) Bonds and Insurance. The Board may require all officers, agents and employees charged by this Company with responsibility for the custody of any of its funds or property to give bonds. Bonds shall be furnished by a responsible bonding company and approved by the Board, and the cost shall be paid by the Company. The Board shall cause the Company to provide for insurance of the property of the Company, or property which may be in the possession of the Company and not otherwise adequately insured by the owner of the property. In addition, the Board shall cause the Company to provide for insurance covering liability of the Company to all employees and the public, in such commercially reasonable amounts as is customary for businesses similar to the Company.

5.5 Officers.

(a) Number; Qualification; Election. The Board may appoint officers of the Company on an annual or more frequent basis. Officers must be natural persons. The officers of the Company shall consist of a President, a Vice President, a Secretary and a Treasurer, and such other officers as the Board may from time to time appoint. The President and Vice President of the Board may also be referred to as Chairman and Vice Chairman, respectively, unless the Board has separately elected a Chairman (for clarity, any such elected Chairman is a non-officer position of the Company). The President of the Company shall perform the functions of the chief executive officer of the Company. The Secretary and Treasurer position may be held by the same person. The President, Vice President, and Secretary must be Managers and the Treasurer may but need not be a Manager. The Board may also appoint such other officers and assistant officers of the Company as provided for herein or as it may deem necessary or advisable. Such other officers and assistant officers may but are not required to be members of the Board. Except as otherwise provided in this Agreement, the Board shall fix the powers, duties, and compensation of all officers of the Company.

(b) Term of Office. An officer of the Company shall hold office for a term of one year and until a successor shall have been duly elected or appointed, unless prior thereto such officer shall have resigned or been removed from office as hereinafter provided. Any officer of the Company shall hold office at the pleasure of the Board and may be removed at any time with or without cause, subject to any contract rights which then may be in existence.

(c) Removal and Vacancies. Any officer elected or appointed by the Board may be removed, with or without cause, at any time by a resolution of the Board. Any vacancy in an office of the Company shall be filled by a resolution of the Board. An Officer may resign at any time by giving written notice to the Company. The resignation is effective without acceptance when the notice is given to the Company, unless a later effective date is specified in the notice.

xxxiii

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

(d) President. Unless provided otherwise by a resolution adopted by the Board, the President shall preside at meetings of the Members and Board; shall see that all orders and resolutions of the Board are carried into effect; may execute all documents, agreements, and instruments on behalf of the Company; may maintain records of and certify proceedings of the Board and Members; and shall perform such other duties as may from time to time be prescribed by the Board.

(e) Vice President. The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as the Board or the President may from time to time prescribe. The Board may designate more than one Vice President, in which case the Vice President shall be designated as to denote which is most senior in office.

(f) Treasurer. Unless the Board establishes a separate officer position for the Chief Financial Officer of the Company, the Treasurer shall be the Chief Financial Officer of the Company and: shall keep accurate financial records for the Company; shall deposit all monies, drafts, and checks in the name of and to the credit of the Company in such banks and depositories as the Board shall designate from time to time; shall endorse for deposit all notes, checks, and drafts received by the Company as ordered by the Board, making proper vouchers therefor; shall disburse Company funds and issue checks and drafts in the name of the Company as ordered by the Board, shall render to the President and the Board, whenever requested, an account of all such Officer's transactions as Treasurer and of the financial condition of the Company, and shall perform such other duties as may be prescribed by the Board or the President from time to time.

(g) Secretary. The Secretary shall attend all meetings of the Board and of the Members and shall maintain records of, and whenever necessary, certify all proceedings of the Board and of the Members. The Secretary shall keep the required records of the Company, when so directed by the Board or other person or persons authorized to call such meetings, shall give or cause to be given notice of meetings of the Members and of meetings of the Board, and shall also perform such other duties and have such other powers as the President or the Board may prescribe from time to time.

(h) Delegation. Unless prohibited by a resolution of the Board, an officer elected or appointed by the Board may delegate in writing some or all of the duties and powers of such person's management position to other persons. An officer who delegates the duties or powers of an office remains subject to the standard of conduct for an officer with respect to the discharge of all duties and powers so delegated.

(i) Compensation. Officers shall receive such compensation as may be determined from time to time by resolution of the Board.

xxxiv

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

5.6 Limitation of Liability; Indemnification of Managers and Officers.

(a) No Manager or officer of the Company shall be personally liable to this Company or its Members for monetary damages for a breach of fiduciary duty by such Manager or officer; provided that this provision shall not eliminate or limit the liability of a Manager or officer to the extent provided by applicable law (i) for a breach of the Manager’s duty of loyalty to the Company or its Members; (ii) for acts or omissions that are not in good faith or involve intentional misconduct or a knowing violation of law; (iii) for illegal distributions in violation of the Act; (iv) for a transaction from which the Manager derived an improper personal benefit; or (v) for an act or omission occurring prior to the effective date. It is the intention of the Members to limit or eliminate the personal liability of Managers to the greatest extent permitted under Wyoming law. If amendments to Wyoming Statutes are passed after this provision becomes effective which authorize limited liability companies to act to further limit or eliminate the personal liability of Managers of a limited liability company, then the liability of Managers shall be limited or eliminated to the greatest extent permitted by Wyoming Statutes, as so amended. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any Manager for or with respect to any acts or omissions of such Manager occurring prior to such amendment or repeal.

(b) The Company, its receiver, or its trustee (in the case of its receiver or trustee, to the extent of Company Property) shall indemnify, defend, save harmless, and pay all judgments and claims against, and reasonable expenses of, each present and former Manager or officer relating to any liability or damage or reasonable expenses incurred with respect to a proceeding if the Manager or officer (or former Manager or officer) was a party to the proceeding in the capacity of a Manager or officer of the Company (which reasonable expenses including reasonable attorneys’ fees may be paid as incurred). Notwithstanding the foregoing provisions, the Company shall not indemnify, defend, save harmless, or pay all judgments and claims against, and reasonable expenses of, a Manager or officer (or former Manager or officer) under this provision where such judgments and claims or proceedings arise out of or are related to matters for which a Manager or officer (or former Manager or officer) is personally liable under Section 5.6(a) hereof.

(c) The Company may purchase and maintain insurance on behalf of any person in such person’s official capacity against any liability or expense asserted against or incurred by such person in or arising from that capacity, whether or not the Company would be required or permitted to indemnify the person against the liability.

xxxv

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

5.7 Member Compensation; Expenses; Loans

(a) Except as otherwise provided in a written agreement approved by the Board, no Member shall receive any salary, fee, or draw for services rendered to or on behalf of the Company. Except as otherwise provided in a written agreement approved by the Board, no Member shall be reimbursed for any expenses incurred by such Member on behalf of the Company.

(b) Any Member or Affiliate may, with the consent of the Board, lend or advance money to the Company. If any Member or Affiliate shall make any loan or loans to the Company or advance money on its behalf, the amount of any such loan or advance shall not be treated as a contribution to the capital of the Company but shall be a debt due from the Company. The amount of any such loan or advance by a lending Member or Affiliate shall be repayable out of the Company’s cash and shall bear interest at a rate not in excess of the prime rate established, from time to time, by any major bank selected by the Board for loans to its most creditworthy commercial borrowers, plus up to eight percent (8%) per annum as agreed upon by the Board and the Member, and on such other terms and conditions no less favorable to the Company than if the lender had been an independent third party. None of the Members or their Affiliates shall be obligated to make any loan or advance to the Company. Notwithstanding the foregoing or anything else contained herein to the contrary, the Company is expressly authorized by the Members to borrow money from Comstock on the terms and conditions specified in the LPB Note Purchase Agreement and the LPB Note, or borrow money from a Member or Affiliate provided the terms of which are approved in advance by the other Member.

5.8 Contracts with Managers or their Affiliates.

(a) No contract or transaction between the Company and a Manager or its Affiliate or between the Company and any other entity in which a Manager or its Affiliate has a material financial interest shall be void or voidable or require the Manager to account to the Company and hold as trustee for it any profit or benefit derived therefrom solely for this reason, or solely because the Manager is present at or participates in the Board meeting at which the contract or transaction is authorized, if (i) the material facts as to the contract or transaction and as to the Manager’s or Managers’ material financial interest are fully disclosed or known to the Board, and (ii) the Board determines that the terms of the contract or transaction are commercially reasonable and no less favorable to the Company than could be obtained from an unaffiliated third party and authorizes, approves or ratifies the contract or transaction in good faith by a majority vote of the voting power of the Managers then in office, but the interested Manager or Managers are not counted in determining the presence of a quorum or the voting power of the Managers then in office and must not vote. Notwithstanding the foregoing or anything else contained herein to the contrary, the Company is expressly authorized by the Members to borrow money from Comstock on the terms and conditions specified in the LPB Note Purchase Agreement and the LPB Note.

xxxvi

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

(b) No contract or transaction involving the sale or delivery of services or products, including but not limited to, industrial hemp or associated products, between the Company and a Manager or its Affiliate or between the Company and any other entity in which a Manager or its Affiliate has a material financial interest shall be void or voidable or require the Manager to account to the Company and hold as trustee for it any profit or benefit derived therefrom solely for this reason, or solely because the Manager is present at or participates in the Board meeting at which or pursuant to which the contract or transaction is authorized or approved, notwithstanding the fact that the standard of Section 5.8(a) was not met, provided that the terms of the contract or transaction are or were commercially reasonable and no less favorable to the Company than could be or could have been obtained from an unaffiliated third party.

SECTION 6

MEMBERS

6.1 Members; Rights and Powers Generally.

(a) As of the Effective Date, the Members of the Company are the Persons who are shown as members of the Company on SCHEDULE A dated as of the Effective Date and incorporated herein. The Board shall cause the books and records of the Company to be amended from time to time as Transfers occur or as additional Units are issued and additional Members are admitted to the Company in accordance with this Agreement.

(b) Additional persons may, upon the approval of the Board, become Members of the Company: (i) by submitting a completed subscription agreement to subscribe for Units in the Company upon the terms and conditions as may be set forth in the subscription agreement, which shall include a representation and warranty that the representations and warranties required of all Members in this Agreement are true and correct with respect to such Person, and the acceptance thereof by the Company, (ii) by meeting any and all requirements of membership established in or pursuant to this Agreement, (iii) by submitting an executed counterpart signature agreeing to be bound by this Agreement, (iv) by submitting payment of the purchase price for the number of Units subscribed for in the subscription agreement, in accordance with the terms of the subscription agreement, and (v) upon being admitted as a Member by the Board; or in any other manner authorized in or pursuant to this Agreement. The Board may refuse to admit any Person as a Member in its sole discretion.

(d) Other than the right to elect or appoint Managers to the Board, no Member, other than a Member acting in his, her or its capacity as an officer of the Company, has any right or power to take part in the management or control of the Company or its business and affairs. No Member other than a Member acting in his, her or its capacity as an officer of the Company, has the authority or power to act for or on behalf of the Company, to do any act that

xxxvii

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

would be binding on the Company, or to incur any expenditures on behalf of the Company, except with the prior written consent of the Board.

(e) No Member shall have any voting right except with respect to those matters requiring a Member vote or approval as specifically provided for in this Agreement or as otherwise required by the Act.

6.2Membership Requirements and Member Voting.

(a) Membership. The Class A Units are the membership Units of the Company, and each Member of the Company must own a minimum of Ten Thousand (10,000) Class A Units.

(b) Voting. As of the Effective Date, Members shall elect and appoint Managers to the Board as provided in Section 5.3 of this Agreement. In addition, Members shall be entitled to vote on any other matters coming to a vote of the Members as specifically provided by this Agreement or as required by the Act. Each Member may cast one vote for each Class A Unit held. Class B Units are nonvoting, and no Class B Unit Holder shall have any right to vote on any matter coming to a vote of the Members on account of any Class B Units. On those matters specifically identified in Sections 2.2, 5.1(c) and 5.1(d) and 9.1 of this Agreement and on all other matters to be voted upon by the Members, Members shall take action by the unanimous affirmative vote of the Members present, either in person, by proxy or by written ballot, at a duly held meeting of the Members at which a quorum is present for the transaction of business.

6.3Member Meetings.

(a) Place and Manner of Meeting. All meetings of Members shall be held at such time and place, within or without the State of Wyoming, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Presence in person, or by proxy or written ballot, shall constitute participation in a meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully convened.

(b) Conduct of Meetings. All meetings of the Members shall be presided over by the President. All meetings of the Members shall be conducted in general accordance with the most recent edition of Roberts' Rules of Order, or such other rules and procedures as may be determined by the Board in its discretion.

(c) Annual Meeting. The annual meeting of the Members for the transaction of all business which may properly come before the meeting shall be held on a date determined by the Board. Failure to hold the annual meeting at the designated time shall not be grounds for dissolution of the Company.

xxxviii

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

(d) Special Meetings. Special meetings of the Members may be called at any time by the President, the Board or by the Secretary upon the request of Members holding fifty percent (50%) or more of the Class A Units then held by all Members. Such request shall state the purpose or purposes of such meeting and the matters proposed to be acted on at the special meeting.

(e) Notice. Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 15 nor more than 60 days before the date of the meeting either personally or by mail, by or at the direction of the President, the Secretary or the Board calling the meeting, to each Member entitled to vote at the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Member at the Member's address as it appears on the records of the Company, with postage thereon prepaid. If the purpose of the meeting is to consider any item requiring Member consent or approval pursuant to Section 2.2, 5.1(c) or (d) or 9.1 hereof, then the notice shall state such purpose, and a summary of the transaction to be considered or a verbatim statement of the amendment to be considered must accompany the notice.

(f) Quorum. At any annual or special meeting of the Members, the presence of all Members, represented in person or by proxy, shall constitute a quorum necessary for the transaction of business. The Members present at a duly organized meeting at which a quorum is present may transact business until adjournment, notwithstanding the departure or withdrawal of Members leaving less than a quorum. The registration shall be verified by the Secretary and shall be reported in the minutes of the meeting.

(g) Record Date. For the purpose of determining Members entitled to notice of or to vote at any meeting of Members or any adjournment thereof or in order to make a determination of Members for any other proper purpose, the Board may provide that the record books shall be closed for a stated period not exceeding 15 days. If the record books shall be closed for the purpose of determining Members entitled to notice of or to vote at a meeting of Members, such books shall be closed for a period not exceeding 15 days immediately preceding such meeting. In lieu of closing the record books, the Board may fix in advance a date as the record date for any such determination of Members, such date in any case to be not more than 60 days and in the case of a meeting of Members, not less than 15 days prior to the date of which the particular action requiring such determination of Members is to be taken. If the record books are not closed and no record date is fixed for the determination of Members entitled to notice of or to vote at a meeting of Members, the date on which notice of the meeting is mailed, as the case may be, shall be the record date for such determination of Members. When a determination of Members entitled to vote at any meeting of Members has been made as provided in this Section 6.3(g), such determination shall apply to any adjournment thereof, except where the determination has been made through the closing of record books and the stated period of closing has expired.

xxxix

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

(h) Proxies. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by his duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Company before or at the time of the meeting. A proxy shall be considered filed with the Company when received by the Company at its executive offices, unless later revoked. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Member executing it.

6.4 Termination of Membership.

A Member may not be expelled. The membership of a Member in the Company shall terminate upon a complete Transfer of their membership Interest represented by Class A Units, failure to hold the minimum number of Class A Units required for membership under this Agreement or as otherwise provided for in the Act, including resignation and withdrawal. In the event a Person ceases to be a Member without having transferred all of the Class A Units owned by such Person, such Person shall lose all voting rights and shall be considered merely an assignee of the financial rights associated with the Class A Units held by such Person, having only the rights of an unadmitted assignee. Such Person shall remain subject to the applicable provisions of this Agreement with respect to such financial rights. Such Person shall have no right to any information or accounting of the affairs of the Company, shall not be entitled to inspect the books or records of the Company, shall not be entitled to vote on any matters reserved to the Members, and shall not have any of the other rights of a Member under this Agreement or of a member under the Act. Further, such Person shall not have the right to Transfer such Person’s Units except by means of a Permitted Transfer in accordance with the provisions of Section 10 herein.

6.5 Continuation of the Company.

The Company shall not be dissolved upon the occurrence of any event which is deemed to terminate the continued membership of a Member. The Company’s affairs shall not be required to be wound up. The Company shall continue without dissolution.

6.6 No Obligation to Purchase Member’s Interest.

No Member whose membership in the Company terminates, nor any transferee of such Member, shall have any right to demand or receive a return of such terminated Member’s Capital Contributions or to require the purchase or redemption of the Units owned by such terminated Member. The other Members and the Company shall not have any obligation to purchase or redeem the Units or Capital Contributions of any such terminated Member or transferee of any such terminated Member. No Member whose membership has terminated shall be entitled to receive a distribution in complete redemption of the fair value of the Units or Capital Contributions of such Person (except as provided in Section 12 hereof following a Dissolution Event), notwithstanding any provisions of the Act or any other provision of law. As a material part of the consideration for continuing or becoming a Member of the Company, each Member

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

hereby waives any right, and expressly agrees that it intends for this provision to negate any entitlement to receive a distribution in complete redemption of the fair value of Units or Capital Contributions of such Member upon an event that terminates the membership of such Member which, in the absence of the provisions in this Agreement, it may otherwise be afforded by the Act.

6.7 Waiver of Dissenters’ Rights. Except for those transactions or events for which waiver of dissenters rights is expressly prohibited by the Act, each Member hereby waives and agrees not to assert any dissenters’ rights under the Act.

SECTION 7

UNIT CERTIFICATES

7.1 Article 8 Opt-In.

All Units shall be securities governed by Article 8 of the Uniform Commercial Code.

7.2 Right to Issue Certificates.

The ownership of a Unit shall be evidenced by a certificate issued by the Company in the form attached as Exhibit C (a “Certificate”).

7.3 Form of Certificates.

Certificates attesting to the ownership of Capital Units in the Company shall be in substantially the form set forth in Exhibit C and shall state that the Company is a limited liability company formed under the laws of the State of Wyoming, the name of the Unit Holder to whom the Certificate is issued, and that the Certificate represents a limited liability company interest within the meaning of the Act. Each Certificate shall bear the legend set forth on Exhibit C.

7.4 Execution.

Each Certificate shall be signed by one or more officers or authorized Managers of the Company.

7.5 Registrar.

The Company shall maintain an office where Certificates may be presented for registration of Transfer or pledge or for exchange. Such Person as the Board of Directors may designate shall act as registrar and shall keep a register of the Certificates and of their Transfer, pledge, and exchange.

7.6 Issuance.

The Certificates shall be numbered and registered in the Interests register or transfer books of the Company as they are issued.

7.7 Membership Lists.

The Company shall maintain a list of the names and addresses of all Members.

7.8 Transfer and Exchange.

xli

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

When Certificates are presented to the Company with a request to register a Transfer or pledge, the Company shall register the Transfer or pledge or make the exchange on the register or transfer books of the Company if the requirements set forth in this Agreement for the Transfer or pledge are met; provided, that any Certificates presented or surrendered for registration of Transfer, pledge, or exchange shall be duly endorsed or accompanied by a written instrument of Transfer in form satisfactory to the Company duly executed by the holder of the Certificate or that Person’s attorney duly authorized in writing. Transfer of certificates of the Company shall be made pursuant to this Agreement and only by the holder of record thereof or by the holder’s legal representative, who shall furnish proper evidence of authority to transfer, or by the holder’s attorney thereunto authorized by a power of attorney duly executed and filed with the Secretary of the Company, and upon surrender of the certificate to the Company for cancellation. The Person in whose name the certificate appears on the books of the Company is deemed to be the owner thereof for all purposes.

7.9 Record Holder.

Except to the extent that the Company shall have received notice of a Transfer or pledge of a Unit and, in the case of a Transfer, the Transfer complies with the requirements of this Agreement, the Company shall be entitled to treat the Person in whose name any Certificates issued by the Company stand on the books of the Company as the absolute owner of that Unit, and shall not be bound to recognize any equitable or other claim to, or interest in, that Unit on the part of any other Person.

7.10 Replacement Certificates.

If any mutilated Certificate is surrendered to the Company, or the Company receives evidence to its satisfaction of the destruction, loss, or theft of any Certificate, the Company shall issue a replacement Certificate if the requirements of section 8-405 of the Uniform Commercial Code are met. If required by the Board of Directors, an indemnity and/or the deposit of a bond in such form and in such sum, and with such surety or sureties as the Board of Directors may direct, must be supplied by the holder of the lost, destroyed, or stolen Certificate that is sufficient in the judgment of the Company to protect the Company from any loss that it may suffer if a Certificate is replaced. The Company may charge for its expenses incurred in connection with replacing a Certificate.

7.11 Certificate Regulations.

The Board have the power and authority to make such further rules and regulations, not inconsistent with this Agreement and the statutes of the State of Wyoming, as they may deem expedient concerning the issue, transfer, conversion and registration of Certificates of the Company, including the appointment or designation of one or more transfer agents and one or more registrars. The Company may act as its own transfer agent and registrar.

xlii

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

7.12 Legends.

The Board may place one or more legends on the certificates representing the Units to indicate restrictions on transfer, registration requirements, or other restrictions or obligations contained herein.

SECTION 8

ACCOUNTING, BOOKS AND RECORDS

8.1 Accounting, Books and Records.

(a) The books and records of the Company shall be kept, and the financial position and the results of its operations recorded, in accordance with GAAP, consistently applied; provided, that the financial provisions in this Agreement relating to Capital Contributions, Profits and Losses, distributions and Capital Accounts shall be construed and determined in accordance with this Agreement without regard to whether such provisions are inconsistent with GAAP. The books and records shall reflect all the Company’s transactions and shall be appropriate and adequate for the Company’s business. The books and records of the Company shall include and the Company shall maintain at its principal executive office all of the following:

(i) A SCHEDULE A to this Agreement (which SCHEDULE A is hereby incorporated into this Agreement), which SCHEDULE A shall include a current list of the full name and last known business or residence address of each Unit Holder set forth in alphabetical order, the Capital Contributions and Units of each Unit Holder (including the amount of cash and description and statement of the agreed value of any other property or services relating to such Capital Contributions), the amount and value of any Capital Contributions which any Member or potential Member has agreed to make pursuant to a contribution agreement or a contribution allowance agreement (including the time or times at which or events the happening of which such Capital Contributions are to be made or, in the case of a contribution allowance agreement, such right to contribute lapses), and which SCHEDULE A shall be amended from time to time as Transfers occur or as additional Units are issued and as additional Members are admitted to the Company in accordance with this Agreement, and which SCHEDULE A, together with the other applicable provisions of this Agreement, shall constitute the statement of membership interests in the Company provided for by the Act;

(ii) The full name and business address of each Manager;

(iii) A copy of the Articles and any and all amendments thereto together with executed copies of any powers of attorney pursuant to which the Articles or any amendments thereto have been executed;

(iv) Copies of the Company’s federal, state, and local income tax or information returns and reports, if any, for the six most recent taxable years;

xliii

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

(v) A copy of this Agreement and any and all amendments thereto together with executed copies of any powers of attorney pursuant to which this Agreement or any amendments thereto have been executed;

(vi) Copies of the financial statements of the Company, if any, for the six most recent Fiscal Years;

(vii) The Company’s books and records as they relate to the internal affairs of the Company for at least the current and past four Fiscal Years; and

(viii) The required records and information required under the Act, to the extent not included in (i) – (vii) above.

(b) The Company shall use the accrual method of accounting in preparing its financial reports and for tax purposes and shall keep its books and records accordingly. The Board may, without any further consent of the Unit Holders (except as specifically required by the Code), apply for IRS consent to, and otherwise effect a change in, the Company’s Fiscal Year.

8.2 Reports.

(a) In General. The Treasurer of the Company shall be responsible for causing the preparation of financial reports of the Company and the coordination of financial matters of the Company with the Company’s Chief Financial Officer (if a person other than the Treasurer) and the Company’s accountants.

(b) Periodic and Other Reports. The Company shall maintain and provide to each Member upon request, the financial statements listed in clauses (i) and (ii) below, prepared, in each case (other than with respect to Unit Holder’s Capital Accounts, which shall be prepared in accordance with this Agreement) in accordance with GAAP consistently applied, and, subject to Section 1.11 hereof, such other reports as any Member may reasonably request from time to time; provided that, if the Board so determines within thirty (30) days thereof, such other reports shall be provided at such requesting Member’s sole cost and expense.

(i) As soon as practicable following the end of each Fiscal Year (and in any event not later than seventy-five (75) days after the end of such Fiscal Year and at such time as distributions are made to the Unit Holders pursuant to Section 12 hereof following the occurrence of a Dissolution Event, a balance sheet of the Company as of the end of such Fiscal Year and the related statements of operations, Unit Holders’ Capital Accounts and changes therein, and cash flows for such Fiscal Year, together with appropriate notes to such financial statements and supporting schedules, all of which shall be audited and certified by the Company’s accountants, and in each case, to the extent the Company was in existence, setting forth in comparative form the corresponding figures for the immediately preceding Fiscal Year

xliv

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

end (in the case of the balance sheet) and the two (2) immediately preceding Fiscal Years (in the case of the statements).

(ii) As soon as practicable following the end of the first three fiscal
quarters of each Fiscal Year (and in any event not later than thirty (30) days after the end of such fiscal quarter), an unaudited balance sheet of the Company as of the end of such fiscal quarter and the related unaudited statements of operations and cash flows for such fiscal quarter and for the Fiscal Year to date, in each case, to the extent the Company was in existence, setting forth in comparative form the corresponding figures for the prior Fiscal Year’s fiscal quarter and the fiscal quarter just completed.

8.3 Tax Matters.

(a) Tax Elections. The Board may, without any further consent of the Members being required (except as specifically required herein), make any and all elections for federal, state, local, and foreign tax purposes. The Board shall, notwithstanding anything to the contrary in this Agreement, make the election, if permitted by applicable law, to adjust the basis of Property pursuant to Code Sections 754, 734(b), and 743(b), or comparable provisions of state, local or foreign law, at the times described in clause (A) of subparagraph (ii) of the definition of Gross Asset Value or in connection with Transfers of Units and Company distributions.

(b)Tax Matters Representative.

(i) The Board shall designate the initial “partnership representative” of the Company for any tax period subject to the provisions of Section 6223 of the Code, as amended by the Partnership Audit Regime (in each such capacity, the “Tax Matters Representative”). Each Unit Holder hereby consents to such designation and agrees that, upon the request of the Board, it will execute, certify, acknowledge, deliver, swear to, file and record at the appropriate public offices such documents as may reasonably be necessary or appropriate to evidence such consent.

(ii) In its capacity as Tax Matters Representative, the Tax Matters Representative shall represent the Company in any disputes, controversies or proceedings with the Internal Revenue Service or with any state, local, or non-U.S. taxing authority and is hereby authorized to take any and all actions that it is permitted to take by applicable law when acting in that capacity. The Unit Holders acknowledge and agree that it is the intention of the Unit Holders to minimize any obligations of the Company to pay taxes and interest in connection with any audit of the Company. The Unit Holders agree to cooperate in good faith, including without limitation by timely providing information reasonably requested by the Tax Matters Representative and making elections and filing amended returns reasonably requested by the Tax Matters Representative, and by paying any applicable taxes, interest and penalties, to give effect to the preceding sentence. The Board shall determine for any taxable year or years whether or not

xlv

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

to elect out of the requirements of Section 6221(b) of the Code and any applicable Treasury regulations regarding partnerships eligible to elect out of the partnership audit regime provided in chapter 63, subchapter C of the Code (the “Partnership Audit Regime”). If the Board determines that the Company shall elect out of the Partnership Audit Regime, the Company shall follow the procedure for electing out of the Partnership Audit Regime as set forth in Section 6221(b) of the Code and any applicable Treasury regulations, and each Unit Holder shall comply with any requirements related to such election. The Company and Unit Holders agree to prepare and furnish such information as is required in connection with any such election as provided in Section 6221(b) and any applicable Treasury regulations.

(iii) If the Board determines that the Company shall not elect out of the Partnership Audit Regime, the Company shall make any payments it may be required to make under the Partnership Audit Regime and shall allocate any such payment among the current or former Unit Holders of the Company for the “reviewed year” to which the payment relates in a manner that reflects the current or former Unit Holders’ respective interests in the Company for that year and any other factors taken into account in determining the amount of the payment. To the extent payments are made by the Company on behalf of or with respect to a current Unit Holder in accordance with this Section 8.3(b)(iii), such amounts shall, at the election of the Tax Matters Representative, (i) be applied to and reduce the next distribution(s) otherwise payable to such Unit Holder under this Agreement or (ii) be paid by the Unit Holder to the Company within thirty (30) days of written notice from the Tax Matters Representative requesting the payment. In addition, if any such payment is made on behalf of or with respect to a former Unit Holder, that Unit Holder shall pay over to the Company an amount equal to the amount of such payment made on behalf of or with respect to it within thirty (30) days of written notice from the Tax Matters Representative requesting the payment. The provisions contained in this Section 8.3(b)(iii) shall survive the dissolution of the Company and the withdrawal of any Unit Holder or Unit Holder of any Interest in the Company and shall apply to any current or former Unit Holder or Unit Holder.

(iv) The Company shall indemnify and reimburse the Tax Matters Representative for (i) all expenses, including legal and accounting fees, claims, liabilities, losses and damages incurred in connection with any administrative or judicial proceeding with respect to the tax liability of the Unit Holders or in connection with any audit of the Company’s income tax returns, except to the extent such expenses, claims, liabilities, losses and damages are attributable to the gross negligence or willful misconduct of the Tax Matters Representative and (ii) any taxes imposed on the Company in respect of the Company’s operations or activities. The payment of all such expenses to which the indemnification applies shall be made before any distributions pursuant to Section 4. The taking of any action and the incurring of any expense by the Tax Matters Representative in connection with any such proceeding, except to the extent required by law, is a matter in the reasonable discretion of the Tax Matters Representative and the Company and each of the Unit Holders shall indemnify and hold harmless the Tax Matters Representative for its decisions and actions made in its capacity as such.

xlvi

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

(c) Tax Information. Necessary tax information shall be delivered to each Unit Holder as soon as practicable after the end of each Fiscal Year of the Company but not later than five (5) months after the end of each Fiscal Year.

(d) Audit. The Tax Matters Representative shall cause the books of the Company to be audited if, as, and when directed by the Board.

8.4 Delivery to Members and Inspection.

(a) Upon the written request of any Member for purposes reasonably related to the interest of that Person as a Member, the Board shall cause the Company to deliver to the requesting Member, at the expense of the Company, a copy of the Company’s most recent annual financial statement and its most recent federal, state, and local income tax returns and reports.

(b) Each Member (or, in the case of Section 8.4(b)(i) below, his, her or its designated representative) has the right, upon reasonable written request for purposes reasonably related to the interest of the Person as a Member and for proper purposes, to:

(i) Inspect and copy during ordinary business hours, at the Member’s expense, any of the Company records described in Sections 8.1(a)(i) through (viii) and, with respect to the Company records described in Section 8.1(a)(i) through (viii), if such records are not available the Member shall be entitled to bring an action against the Company to obtain such records and recover its reasonable attorneys fees incurred in bringing such an action;

(ii) Obtain from the Company true and full information regarding the current state of the Company’s financial condition, subject to normal changes or adjustments arising after, or following the end of, the period covered by such information; and

(iii) Obtain other information regarding the Company’s affairs or inspect during ordinary business hours other books and records of the Company as is just and reasonable.

(c) The rights granted to a Member pursuant to this Section 8.4 are expressly subject to compliance by such Member with the safety, security and confidentiality procedures and guidelines of the Company, as such procedures and guidelines may be established from time to time by the Board, and to the provisions of Section 1.11 hereof, to the extent not inconsistent with the Act. Unadmitted assignees of Units shall not have the right to information regarding the Company afforded Members hereunder or by the Act.

SECTION 9

AMENDMENTS

9.1 Amendments.

xlvii

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

(a) Amendments to this Agreement may be proposed by the Board or by the request of Members holding fifty percent (50%) or more of the Class A Units then held by all Members. The Board shall submit to the Members a verbatim statement of any proposed amendment, providing that counsel for the Company shall have approved of the same in writing as to form, and the Board shall include in any such submission a recommendation as to the proposed amendment. The Board shall seek the unanimous written vote of the Members on the proposed amendment or shall call a meeting to vote thereon and to transact any other business that it may deem appropriate. A proposed amendment shall be adopted and be effective as an amendment hereto only if approved or consented to by all Members.

(b) Notwithstanding Section 9.1(a) hereof:

(i) Except as provided in Section 2.2 for authorizations and designations of additional classes or series of Units and changes in numbers of authorized Units of any class or series, this Agreement shall not be amended without the approval or consent of each Unit Holder adversely affected if such amendment would modify the limited liability of a Unit Holder, or the voting rights or interest of a Unit Holder in Profits, Losses, other items, or any distributions;

(ii) A provision of this Agreement that requires the approval or consent of a specified percentage in interest of the Members or any class(es) or series thereof may not be amended without the affirmative vote of Members holding at least the specified percentage of the Units then held by all Members, or of the Units of the specified class(es) or series of Units then held by all Members; and

(iii) This Section 9 shall not be amended without the approval or consent of all Members.

SECTION 10

TRANSFERS

10.1 Restrictions on Transfers.

No Transfer of Units shall be valid except as specifically permitted by this Section 10 of this Agreement. It is the intent of this Agreement that (i) the tax status of the Company be the same as for a partnership, (ii) this Company preserve its partnership tax status by complying with Regulations Section 1.7704-1, et seq., and any amendments thereto, and (iii) to the extent possible, this Agreement shall be read and interpreted to prohibit the free transferability of Units.

10.2 Permitted Transfers.

(a) No Transfer of Units shall be binding on this Company without the approval of the Board and all of the Members nor until such Transfer shall have been entered in the books and records of this Company. The Board shall not approve, and the Company shall not

xlviii

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

recognize for any purpose, any purported Transfer of Units unless and until the provisions, conditions and restrictions set forth in this Section 10 (including Section 10.3 hereof) have been satisfied. Notwithstanding the foregoing, the Board shall approve a Transfer of Units from Comstock to MANA Corporation upon satisfaction of the provisions, conditions and restrictions set forth in Section 10.3 without compliance with the provisions of Section 10.4 within one year of the Effective Date (the “MANA Transfer”), and the admission of MANA as a substitute Member of the Company in lieu of Comstock, and all of the Members hereby pre-approve the MANA Transfer and such admission. Any Transfer approved by the Board and the Members and satisfying the provisions, conditions and restrictions set forth in this Section 10 (including Sections 10.2 and 10.3 hereof) shall be referred to in this Agreement as a “Permitted Transfer”. Notwithstanding the foregoing, a Member may pledge or otherwise encumber all or any portion of its Units as security for the payment of debt, provided that any subsequent foreclosure or transfer to the secured party in lieu of foreclosure shall be considered a Transfer for all purposes of this Agreement.

(b) Following a Permitted Transfer, the Units held by the transferee shall remain subject to the Transfer restrictions set forth in this Section 10.

10.3 Conditions to Permitted Transfers.

A Transfer shall not be treated as a Permitted Transfer under Section 10.2 hereof unless and until the Right of First Refusal provisions under Section 10.4 hereof have been met and the following conditions are satisfied:

(a) Except in the case of a Transfer involuntarily by operation of law, the transferor and transferee shall execute and deliver to the Company (i) such documents and instruments of conveyance as may be necessary or appropriate in the opinion of counsel to the Company to effect such Transfer. In the case of a Transfer of Units involuntarily by operation of law, the Transfer shall be confirmed by presentation to the Company of legal evidence of such Transfer, in form and substance satisfactory to counsel to the Company. In all cases, the Company shall be reimbursed by the transferor and/or transferee for all costs and expenses that it reasonably incurs in connection with such Transfer.

(b) The transferor and transferee shall furnish the Company with the transferee’s taxpayer identification number, sufficient information to determine the transferee’s initial tax basis in the Units transferred, and any other information reasonably necessary to permit the Company to file all required federal and state tax returns and other legally required information statements or returns. Without limiting the generality of the foregoing, the Company shall not be required to make any distribution otherwise provided for in this Agreement with respect to any transferred Units until it has received such information.

(c) Except in the case of a Transfer of Units involuntarily by operation of law, either (a) such Units shall be registered under the Securities Act, and any applicable state securities laws, or (b) such Transfer shall be exempt from all applicable registration requirements

xlix

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

and will not violate any applicable laws regulating the Transfer of securities, in the opinion of counsel to the Company.

(d) Except in the case of a Transfer of Units involuntarily by operation of law, such Transfer will not cause the Company to be deemed to be an “investment company” under the Investment Company Act of 1940, in the opinion of counsel to the Company.

(e) Except in the case of a Transfer of Units involuntarily by operation of law, such Transfer will not cause the Company to be deemed to be a “publicly-traded partnership” under applicable provisions of the Code, in the opinion of counsel to the Company.

(f) Unless otherwise approved by the Board, no Transfer of Units shall be made except upon terms which would not, in the opinion of counsel chosen by and mutually acceptable to the Board and the transferor Member, result in the termination of the Company within the meaning of Section 708 of the Code or cause the application of the rules of Sections 168(g)(1)(B) and 168(h) of the Code or similar rules to apply to the Company. In determining whether a particular proposed Transfer will result in a termination of the Company, counsel to the Company shall take into account the existence of prior written commitments to Transfer made pursuant to this Agreement and such commitments shall always be given precedence over subsequent proposed Transfers.

(g) No notice or request initiating the procedures contemplated by Section 10.3 may be given by any Member after a Dissolution Event has occurred. No Member may Transfer all or any portion of its Units after a Dissolution Event has occurred.

The Board shall have the authority to waive any legal opinion or other condition required in this Section10.3.

10.4 Right of First Refusal.

(a) Right of First Refusal Event. Upon the occurrence of a Right of First Refusal Event, the Affected Member must give notice (the “First Refusal Notice”) to the Company and to the other Members within fifteen (15) days after the Affected Member receives the relevant offer. The First Refusal Notice must set forth in reasonable detail (i) the name, address, and telephone number of the proposed transferee, (ii) the class and number of Units, or any interest therein or part thereof, proposed to be Transferred of (the “Offered Units”), (iii) the Affected Member’s Interest as of the date of the notice, (iv) the consideration proposed to be paid for the Offered Units, (v) if any part of the consideration is noncash, such portion shall be valued by the Affected Member at a specific dollar amount together with any cash consideration, and (vi) all other material terms and conditions of the proposed Transfer. The Company and the other Member each will have the right and option (but not the obligation) (the “First Refusal Option”) to acquire the Offered Units upon the terms and conditions of this Section 10.4. The Company must give the Affected Member notice whether it will exercise its First Refusal Option within thirty (30) days after receiving the First Refusal Notice. The Company’s decision to

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

exercise the First Refusal Option will not require approval by the Managers who are appointed by the Affected Member or the vote or consent of the Affected Member. If the Company does not exercise its First Refusal Option in respect of any portion or all of the Offered Units, the Company shall notify the other Member prior to or upon the expiration of its thirty (30) day exercise period. The notified other Member will then have fifteen (15) days following receipt of the Company’s notice of not exercising the First Refusal Option, to give the Affected Member and the Company notice whether they will exercise the First Refusal Option to acquire the Offered Units not approved for purchase by the Company (but, in any event, not less than all of the Offered Units when taken with any Offered Units approved for purchase by the Company) on the terms and conditions of this Section 10.4 (“First Refusal Acceptance Notice”), which notice shall specify the terms and conditions under which the participating Members shall purchase the applicable Offered Units. The noticed other Member that elects to participate in the purchase of the Offered Units (“Participating Member”) together with the Company will have the right to purchase its respective pro rata share or to otherwise allocate the purchase of the Offered Units as they may mutually-agree amongst themselves. Unless agreed otherwise in writing by the Affected Member, in order for the Company and/or the Participating Member to exercise their respective First Refusal Option hereunder, the Company and/or the Participating Member, as the case may be, must purchase all of the Offered Units.

(b) Purchase Price; Closing Date. If the proposed Transfer is a non-collusive, bona fide transfer, the sale of the Offered Units must be made on the same terms and conditions (except for the closing date) as set forth in the First Refusal Notice; provided, however, that if the purchase price set forth in the First Refusal Notice is in whole or in part services, property other than money, or installment obligations requiring the payment of money, the purchase price for the Offered Units will be deemed to be cash value plus an estimate of the fair market value of such non-cash consideration as determined by the Company or the Participating Member, as the case may be, in good faith, and will be payable in cash or such other consideration as the Affected Member and the Company or the Participating Member agree to in good faith in writing. The closing of the sale and purchase will take place, unless otherwise agreed, at the principal office of the Company at 10:00 a.m. on a Business Day no later than sixty (60) days after the date the Company and the other Member received the First Refusal Notice. The purchase price must be paid at the closing by delivery of cash or such other consideration as stated in the First Refusal Notice, or such other date as the participating parties may agree in writing. If neither the Company nor the Participating Member purchases the Offered Units, the Affected Member will be free for a period of thirty (30) days after the expiration of such sixty (60) day period to sell the Offered Units to the proposed transferee named in the First Refusal Notice upon the terms and conditions set forth therein, on and subject to the requirements hereof. In the event that the sale is not consummated within such thirty (30) day period, no sale of the Offered Units may be made without again complying with this Section 10.4. On the closing date of any Transfer under this Section 10.4, the Offered Units transferred must be free and clear of all liens, claims, and encumbrances against them (other than restrictions on Transfer that arise under federal and state securities laws and those created by this Agreement).

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

(c)Comstock and LPN each agree that the Right of First Refusal provisions set forth in this Section 10.4 shall not apply to (i) a Transfer of the Class A Units held by LPN Corporation or (ii) a Transfer of the Class A Units held by Comstock to MANA.

10.5 Prohibited Transfers.

(a) Any purported Transfer of Units that is not a Permitted Transfer shall be null and void and of no force or effect whatever; provided that, if the Company is required to recognize a Transfer that is not a Permitted Transfer (or if the Board, in its sole discretion, elects to recognize a Transfer that is not a Permitted Transfer), the Units Transferred shall be strictly limited to the transferor’s rights to allocations and distributions as provided by this Agreement with respect to the transferred Units, which allocations and distributions may be applied (without limiting any other legal or equitable rights of the Company) to satisfy any debts, obligations, or liabilities for damages that the transferor or transferee of such Units may have to the Company.

(b) In the case of a Transfer or attempted Transfer of Units that is not a Permitted Transfer, the parties engaging or attempting to engage in such Transfer shall be liable to indemnify and hold harmless the Company and the other Members from all cost, liability, and damage that any of such indemnified Members may incur (including, without limitation, incremental tax liabilities, lawyers’ fees and expenses) as a result of such Transfer or attempted Transfer and efforts to enforce the indemnity granted hereby.

10.6 Rights of Unadmitted Assignees.

Unless admitted as a Member pursuant to Section 10.7 hereof, a Person who acquires Units and is not already a Member shall only be entitled to allocations and distributions with respect to such Units in accordance with this Agreement, and shall not have any right to any information or accounting of the affairs of the Company, and shall not be entitled to inspect the books or records of the Company, and shall not have any of the rights of a Member under the Act or this Agreement. In addition, the Units held by such Person shall continue to be subject to the restrictions on Transfer provided for in this Section 10.

10.7 Admission of Transferees as Members.

A transferee of Units (whether as a result of a Permitted Transfer or otherwise) may be admitted as a Member only upon satisfaction of each of the following conditions:

(a) The transferee acquired its Units by means of a Permitted Transfer;

(b) The transferee meets all requirements of membership established in or pursuant to this Agreement (including Section 6.2(a) hereof), and such admission is approved by the Board and all of the Members, which approval may be given or withheld in the sole and absolute discretion of the Board and the Members;

lii

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

(c) The transferee of Units (other than, with respect to clauses (i) below, a transferee that was a Member prior to the Transfer) shall, by submitting an executed counterpart signature page agreeing to be bound by this Agreement and such other written instruments in form and substance reasonably satisfactory to the Board (and, in the case of clause (ii) below, the transferor Member), (i) accept and adopt the terms and provisions of this Agreement, including this Section 10, and (ii) assume the obligations of the transferor Member under this Agreement with respect to the transferred Units;

(d) The transferee pays or reimburses the Company for all reasonable legal, filing, and publication costs that the Company incurs in connection with the admission of the transferee as a Member; and

(e) Except in the case of a Transfer involuntarily by operation of law, the transferee (other than a transferee that was a Member prior to the Transfer) shall deliver to the Company evidence of the authority of such Person to become a Member and to be bound by all of the terms and conditions of this Agreement, and the transferee and transferor shall each execute and deliver such other instruments as the Members reasonably deems necessary or appropriate to effect, and as a condition to, such Transfer, including amendments to the Articles or any other instrument filed with the State of Wyoming or any other state or governmental authority.

10.8 Representations Regarding Transfers; Legend.

(a) Each Member hereby covenants and agrees with the Company for the benefit of the Company and all Members, that (i) it is not currently making a market in Units and will not in the future make a market in Units, (ii) it will not Transfer its Units on an established securities market, a secondary market (or the substantial equivalent thereof) within the meaning of Code Section 7704(b) (and any Regulations, proposed Regulations, revenue rulings, or other official pronouncements of the Internal Revenue Service or Treasury Department that may be promulgated or published thereunder), and (iii) in the event such Regulations, revenue rulings, or other pronouncements treat any or all arrangements which facilitate the selling of Company interests and which are commonly referred to as “matching services” as being a secondary market or substantial equivalent thereof, it will not Transfer any Units through a matching service that is not approved in advance by the Company. Each Member further agrees that it will not Transfer any Units to any Person unless such Person agrees to be bound by this Section 10.8(a) and to Transfer such Units only to Persons who agree to be similarly bound.

(b) Each Member hereby represents and warrants to the Company and the Members that such Member’s acquisition of Units hereunder is made as principal for such Member’s own account and not for resale or distribution of such Units. Each Member further hereby agrees that the following legend may be placed upon any counterpart of this Agreement, the certificate, or any other document or instrument evidencing ownership of Units:

Any Legend approved by the Board upon advice of counsel; and

liii

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

The Units represented by this document are subject to further restriction as to their sale, transfer, hypothecation, or assignment as set forth in the Operating Agreement and agreed to by each Member. Said restriction provides, among other things, that no vendee, transferee, assignee, or endorsee of a Member shall have the right to become a Member without the consent of the Company’s Board, which consent may be given or withheld in the sole and absolute discretion of the Board.

10.9 Distributions and Allocations in Respect of Transferred Units.

If any Units are Transferred during any Fiscal Year in compliance with the provisions of this Section 10, Profits, Losses, each item thereof, and all other items attributable to the Transferred Units for such Fiscal Year shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during the Fiscal Year in accordance with Code Section 706(d), using any conventions permitted by law and adopted from time to time by the Board. All distributions on or before the date of such Transfer shall be made to the transferor, and all distributions thereafter shall be made to the transferee. Solely for purposes of making such distributions, the Company shall recognize such Transfer not later than the end of the calendar month during which it is given notice of such Transfer, provided that, if the Company is given notice of a Transfer at least ten (10) Business Days prior to the Transfer, the Company shall recognize such Transfer as of the date of such Transfer, and provided further that if the Company does not receive a notice stating the date such Units were transferred and such other information as the Board may reasonably require within thirty (30) days after the end of the Fiscal Year during which the Transfer occurs, then all distributions may be made to the Person who, according to the books and records of the Company, was the Member of the Units on the last day of such Fiscal Year. Neither the Company nor any Unit Holder shall incur any liability for making allocations and distributions in accordance with the provisions of this Section 10.9, whether or not the Unitholders or the Company has knowledge of any Transfer of any Units. The Members acknowledge that the method and convention designated by the Board constitutes an agreement among the partners within the meaning of Regulations Section 1.706-1.

SECTION 11

DEADLOCK PROVISION

The Members agree that “Member” for purposes of this Section 11 shall not include LPN Corporation, and the Interests held by LPN Corporation shall be included in the Interests held by LPN. In the event that the Members are divided on a material issue and cannot agree on the conduct of the business and affairs of the Company, then a deadlock between the Members shall be deemed to have occurred and the Members may proceed under this Section 11. Upon the occurrence of a deadlock, one Member (hereinafter referred to as the “Offeror”) may elect to sell its Interests in the Company to the other Member (hereinafter referred to as the “Offeree”) by notifying the Offeree in writing of the offer to sell, stating the aggregate amount payable in cash

liv

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

for which the Offeror would sell its entire Interests in the Company to the Offeree. The notice from the Offeror to Offeree must be accompanied by written proof of funds held by the Offeror (or a binding financing or funding commitment by a third party), in an amount sufficient for the Offeror to purchase the Interests of the Offeree, if the Offeree elects to sell its Interests in accordance with this Section. The Offeree shall have the right to purchase the entire Interests of the Offeror at the designated cash price and terms set forth in the written notice from the Offeror, or to sell the entire Interests of the Offeree to the Offeror at such designated cash price and terms, whichever the Offeree may elect, provided for clarity, Offeree’s option to sell its entire Interests to the Offeror shall be only for like Interests in the sale offer. The sale offer, when made by the Offeror, is irrevocable for thirty (30) days. The Offeree shall have thirty (30) days from the receipt of such sale offer to make its election, that is, either to purchase such Interests of the Offeror at the cash price set forth in the sale offer or to sell its own like Interests to the Offeror at the cash price set forth in the sale offer, which shall be made in writing executed by the Offeree and stating the nature of the election. The decision of the Offeree shall be binding upon both Members. The failure of the Offeree to timely respond to a sale offer under the provisions hereof shall be deemed to be the binding agreement of the Offeree to purchase the entire like Interests of the Offeror for the cash price and on the other terms set forth in the sale notice. A Member that is obligated to purchase the Interests of another Member pursuant to the provisions hereof shall have ninety (90) days from the date of delivery or receipt of the written notice binding such Member to purchase the Interests from such other Member (or deemed delivery of notice) to pay the designated cash price and satisfy the terms of such purchase.

SECTION 12

DISSOLUTION AND WINDING UP

12.1 Dissolution Events.

(a) Dissolution. The Company shall dissolve and shall commence winding up and liquidating upon the first to occur of any of the following (each a “Dissolution Event”):

(i) The affirmative vote of all Members to dissolve, wind up, and liquidate the Company; or

(ii) The entry of a decree of judicial dissolution pursuant to the Act.

(b) The Members hereby agree that, notwithstanding any provision of the Act, the Company shall not dissolve prior to the occurrence of a Dissolution Event.

12.2 Winding Up.

Upon the occurrence of a Dissolution Event, the Company shall continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and Members, and no Unit Holder shall take any action that is inconsistent with, or not necessary to or appropriate for, the winding up of the Company’s business and

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

affairs, provided that all covenants contained in this Agreement and obligations provided for in this Agreement shall continue to be fully binding upon the Unit Holders until such time as the Property has been distributed pursuant to this Section 12.2 and the Company has been terminated pursuant to the Act. The Liquidator shall be responsible for overseeing the prompt and orderly winding up and dissolution of the Company. The Liquidator shall take full account of the Company’s liabilities and Property and shall cause the Property or the proceeds from the sale thereof (as determined pursuant to Section 12.10 hereof), to the extent sufficient therefor, to be applied and distributed, to the maximum extent permitted by law, in the following order:

(a) First, to creditors (including Managers and Members who are creditors, to the extent otherwise permitted by law) in satisfaction of all of the Company’s Debts and other liabilities (whether by payment or the making of reasonable provision for payment thereof), other than liabilities for which reasonable provision for payment has been made; and

(b) Second, the balance, if any, to the Unit Holders in accordance with Section 4.1.

12.3 Compliance With Certain Requirements of Regulations; Deficit Capital Accounts.

In the event the Company is “liquidated” within the meaning of Regulations Section 1.704-1(b)(2)(ii)(g), (a) distributions shall be made pursuant to this Section 12 to the Unit Holders who have positive Capital Accounts in compliance with Regulations Section 1.704-1(b)(2)(ii)(b)(2). If any Unit Holder has a deficit balance in his Capital Account (after giving effect to all contributions, distributions and allocations for all Fiscal Years, including the Fiscal Year during which such liquidation occurs), such Unit Holder shall have no obligation to make any contribution to the capital of the Company with respect to such deficit, and such deficit shall not be considered a debt owed to the Company or to any other Person for any purpose whatsoever. In the discretion of the Liquidator, a pro rata portion of the distributions that would otherwise be made to the Unit Holders pursuant to this Section 12 may be:

(a) Distributed to a trust established for the benefit of the Unit Holders for the purposes of liquidating Company assets, collecting amounts owed to the Company, and paying any contingent or unforeseen liabilities or obligations of the Company. The assets of any such trust shall be distributed to the Unit Holders from time to time, in the reasonable discretion of the Liquidator, in the same proportions as the amount distributed to such trust by the Company would otherwise have been distributed to the Unit Holders pursuant to Section 12.2 hereof; or

(b) Withheld to provide a reasonable reserve for Company liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Company, provided that such withheld amounts shall be distributed to the Unit Holders as soon as practicable.

lvi

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

12.4 Deemed Distribution and Recontribution.

Notwithstanding any other provision of this Section 12, in the event the Company is liquidated within the meaning of Regulations Section 1.7041(b)(2)(ii)(g) but no Dissolution Event has occurred, the Property shall not be liquidated, the Company’s Debts and other liabilities shall not be paid or discharged, and the Company’s affairs shall not be wound up. Instead, solely for federal income tax purposes, the Company shall be deemed to have contributed all of its Property and liabilities to a new limited liability company in exchange for an interest in such new company, and immediately thereafter, the Company will be deemed to liquidate by distributing such interest in the new company to the Unit Holders.

12.5 Rights of Unit Holders.

Except as otherwise provided in this Agreement, each Unit Holder shall look solely to the Property of the Company for the return of its Capital Contribution and has no right or power to demand or receive Property other than cash from the Company. If the assets of the Company remaining after payment or discharge of the debts or liabilities of the Company are insufficient to return such Capital Contribution, the Unit Holders shall have no recourse against the Company or any other Unit Holder or Unit Holders.

12.6 Notice of Dissolution/Termination.

(a) Upon the occurrence of a Dissolution Event, the Board shall, within thirty (30) days thereafter, provide written notice thereof to each of the Unit Holders, and the Board may notify its known claimants and/or publish notice as further provided in the Act.

(b) Upon completion of the distribution of the Company’s Property as provided in this Section 12, the Company shall be terminated, and the Liquidator shall cause the filing of a Articles of Termination in accordance with the Act and shall take all such other actions as may be necessary to terminate the Company.

12.7 Allocations During Period of Liquidation.

During the period commencing on the first day of the Fiscal Year during which a Dissolution Event occurs and ending on the date on which all of the assets of the Company have been distributed to the Unit Holders pursuant to Section 12.2 hereof (the “Liquidation Period”), the Unit Holders shall continue to share Profits, Losses, gain, loss and other items of Company income, gain, loss or deduction in the manner provided in Section 3 hereof.

12.8 Character of Liquidating Distributions.

All payments made in liquidation of the interest of a Unit Holder in the Company shall be made in exchange for the interest of such Unit Holder in Property pursuant to Section 736(b)(1) of the Code, including the interest of such Unit Holder in Company goodwill.

lvii

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

12.9 The Liquidator.

(a) Definition. The “Liquidator” shall mean a Person appointed by the Board to oversee the liquidation of the Company. The Liquidator may be the Board or a committee of three or more Managers appointed by the Board.

(b) Fees. The Company is authorized to pay a reasonable fee to the Liquidator for its services performed pursuant to this Section 12 and to reimburse the Liquidator for its reasonable costs and expenses incurred in performing those services.

(c) Indemnification. The Company shall indemnify, save harmless, and pay all judgments and claims against such Liquidator or any officers, directors, agents or employees of the Liquidator relating to any liability or damage incurred by reason of any act performed or omitted to be performed by the Liquidator, or any officers, directors, agents or employees of the Liquidator in connection with the liquidation of the Company, including reasonable attorneys’ fees incurred by the Liquidator, officer, director, agent or employee in connection with the defense of any action based on any such act or omission, which attorneys’ fees may be paid as incurred, except to the extent such liability or damage is caused by acts or omissions that are not in good faith or involve negligence, fraud, intentional misconduct or a knowing violation of law, or for a transaction from which the Liquidator, officer, director, agent or employee derived an improper personal benefit.

12.10 Form of Liquidating Distributions.

For purposes of making distributions required by Section 12.2 hereof, the Liquidator may determine whether to distribute all or any portion of the Property inkind or to sell all or any portion of the Property and distribute the proceeds therefrom.

SECTION 13

DISPUTE RESOLUTION

If a dispute arises out of or relates to this Agreement, or the performance or breach thereof, the parties agree first to try in good faith to settle the dispute by mediation under the Commercial Mediation Rules of the American Arbitration Association, before resorting to arbitration. Thereafter, any remaining unresolved controversy or claim arising out of or relating to this Agreement, or the performance or breach thereof, shall be settled by binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association as modified by this Section 13; PROVIDED, that this Section 13 shall not require use of the American Arbitration Association (only that such Rules as modified by this Section 13 shall be followed); and PROVIDED FURTHER, that arbitration shall not be required for allegations involving breach of contract, violations of state or federal securities laws, breach of fiduciary duty or other misconduct by the Company. The arbitration shall be conducted in the State of Wyoming. Any award rendered shall be final and conclusive upon the parties and a judgment

lviii

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

thereon may be entered in any court having competent jurisdiction. The parties shall (i) agree upon and appoint as the arbitrator a retired former trial Judge in the State of Iowa; (ii) direct the arbitrator to follow substantive rules of law and the Federal Rules of Evidence; (iii) allow for the parties to conduct discovery pursuant to the rules then in effect under the Federal Rules of Civil Procedure for a period not to exceed 60 days; (iv) require the testimony to be transcribed; and (v) require the award to be accompanied by findings of fact and a statement of reasons for the decision. The cost and expense of the arbitrator and location costs shall be borne equally by the parties to the dispute. All other costs and expenses, including reasonable attorney's fees and expert's fees, of all parties incurred in any dispute which is determined and/or settled by arbitration pursuant to this Section 13 shall be borne by the party incurring such cost and expense. Except where clearly prevented by the area in dispute, both parties agree to continue performing their respective obligations under this Agreement while the dispute is being resolved.

SECTION 14

MISCELLANEOUS

14.1 Notices.

Any notice, payment, demand, or communication required or permitted to be given by any provision of this Agreement shall be in writing and shall be deemed to have been delivered, given, and received for all purposes (i) if delivered personally to the Person or to an officer of the Person to whom the same is directed, or (ii) when the same is actually received, if sent either by registered or certified mail, postage and charges prepaid, or by facsimile, if such facsimile is followed by a hard copy of the facsimile communication sent promptly thereafter by registered or certified mail, postage and charges prepaid, addressed as follows, or to such other address as such Person may from time to time specify by notice to the Company and the Unit Holders:

(a) If to the Company, to the address determined pursuant to Section 1.4 hereof;

(b) If to the Unit Holders, to the address set forth on record with the company;

14.2 Binding Effect.

Except as otherwise provided in this Agreement, every covenant, term, and provision of this Agreement shall be binding upon and inure to the benefit of the Members and their respective successors, transferees, and assigns.

14.3 Construction.

Every covenant, term, and provision of this Agreement shall be construed simply according to its fair meaning and not strictly for or against any Member.

lix

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

14.4 Time.

In computing any period of time pursuant to this Agreement, the day of the act, event or default from which the designated period of time begins to run shall not be included, but the time shall begin to run on the next succeeding day. The last day of the period so computed shall be included, unless it is a Saturday, Sunday or legal holiday, in which event the period shall run until the end of the next day which is not a Saturday, Sunday or legal holiday.

14.5 Headings.

Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provision hereof.

14.6 Severability.

Except as otherwise provided in the succeeding sentence, every provision of this Agreement is intended to be severable, and, if any term or provision of this Agreement is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity or legality of the remainder of this Agreement. Notwithstanding the foregoing, if such illegality or invalidity would be to cause any Member to lose the material benefit of its economic bargain, then the Members agree to negotiate in good faith to amend this Agreement in order to restore such lost material benefit.

14.7 Incorporation by Reference.

Every exhibit, schedule, and other appendix attached to this Agreement and referred to herein is not incorporated in this Agreement by reference unless this Agreement expressly otherwise provides.

14.8 Variation of Terms.

All terms and any variations thereof shall be deemed to refer to masculine, feminine, or neuter, singular or plural, as the identity of the Person or Persons may require.

14.9 Governing Law.

The laws of the State of Wyoming shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties arising hereunder.

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

14.10 Waiver of Jury Trial.

Each of the Members irrevocably waives to the extent permitted by law, all rights to trial by jury and all rights to immunity by sovereignty or otherwise in any action, proceeding or counterclaim arising out of or relating to this Agreement.

14.11 Counterpart Execution.

This Agreement may be executed in any number of counterparts with the same effect as if all of the Members had signed the same document. All counterparts shall be construed together and shall constitute one agreement.

14.12 Specific Performance.

Each Member agrees with the other Members that the other Members would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms and that monetary damages would not provide an adequate remedy in such event. Accordingly, it is agreed that, in addition to any other remedy to which the nonbreaching Members may be entitled, at law or in equity, the nonbreaching Members shall be entitled to injunctive relief to prevent breaches of the provisions of this Agreement and specifically to enforce the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having subject matter jurisdiction thereof.

* * * * * * * * * * * * * * * * * * * * * * * * * *

[the rest of this page left blank intentionally]

lxi

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

IN WITNESS WHEREOF, the Members have adopted and entered into this Operating Agreement as of the Effective Date.

MEMBERS:

COMSTOCK MINING INC.

By: ___________________________

Name: Corrado DeGasperis

Title: Executive Chairman & Chief Executive Officer

LP NUTRITION LLC

By: ___________________________

Name: Jim Galvin

Title: Manager

LPN CORPORATION

By: ___________________________

Name: Jim Galvin

Title: President

lxii

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

ADDITIONAL MEMBER SIGNATURE PAGE

IN WITNESS WHEREOF, pursuant to Sections 6.1 and/or 10.7 of the Operating Agreement of LP BIOSCIENCES LLC, of which this signature page is a part, in consideration of and as a condition to the undersigned’s being admitted as a Member and acquiring units in LP BIOSCIENCES LLC, the undersigned hereby executes and enters into this Operating Agreement as an additional Member as of the Effective Date (as defined in this Operating Agreement) or, if later, the effective date of the undersigned’s acquisition of Units and admission as a Member pursuant to this Operating Agreement. By execution of this signature page and on such date, the undersigned becomes a party to this Operating Agreement, and agrees to be bound in all respects by the terms and conditions of this Operating Agreement on and after such date.

Date Signed: ________________________

Individuals:

___________________________________ ___________________________________

(signature) (signature of joint investor)

___________________________________ ___________________________________

(print name) (print name of joint investor)

Entities:

___________________________________

(print name of entity)

___________________________________

(signature)

___________________________________

(print name of authorized signatory)

___________________________________

(print title of authorized signatory)

lxiii

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

lxiv

4850-8819-3010\6


LP BIOSCIENCES LLC			amended and restated operating agreement

SCHEDULE A

Dated as of July 23, 2021

[to be completed to reflect following]

LPN holds 490,000 Class A Units

LPN Corporation holds 10,000 Class A Units

Comstock holds 500,000 Class A Units

Comstock holds 3,500,000 Class B Units

lxv

4850-8819-3010\6

NOTE PURCHASE AGREEMENT

AMONG

LP BIOSICENCES LLC (“BORROWER”),

AND

COMSTOCK MINING INC. (“BUYER”)

JULY 23, 2021

4827-0311-1666\2

NOTE PURCHASE AGREEMENT

THIS NOTE PURCHASE AGREEMENT (this “Agreement”), is made effective as of JULY 23, 2021 (the “Effective Date”), by and among COMSTOCK MINING INC., a Nevada corporation (“Buyer”), and LP BIOSCIENCES LLC, a Wyoming limited liability company (“Borrower,” and, together with Buyer, sometimes referred to individually herein as a “Party” and, collectively, as the “Parties”)

WHEREAS, the Parties are executing and delivering this Agreement in reliance upon an exemption from securities registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

WHEREAS, Borrower and Buyer are party to that certain letter agreement dated June 4, 2021 (the “Letter Agreement”), pursuant to which Buyer agreed to purchase a secured promisory note from Borrower with a face value of $17,000,000 in exchange for $15,000,000 in cash proceeds, corresponding to an original issue discount of $2,000,000 (the “Note”), the proceeds of which shall be exclusively used for the design, engineering, procurement, construction, commissioning, start-up, training, and performance testing for the Valor Facility (as defined in the Letter Agreement), in accordance with the Valor Facility retrofit Master Project Schedule and Project Spend Plan and the EPC Agreements (as defined herein), under that certain Amended and Restated Operating Agreement of Borrower, capital contribution agreements and Comstock Partnership Interest Purchase Agreement by and among, et. al Buyer and LP NUTRITION LLC, a Delaware limited liability company (“LPN”), and those certain Management Agreements of even date herewith by and among Borrower and MANA CORPORATION, an Oklahoma corporation (“MANA”) and Lakeview Energy, LLC, a Delaware limited liability company (collectively, the “Joint Venture Agreements”).

WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein, Borrower shall issue and sell to Buyer, as provided herein, and Buyer shall purchase the Note, on and subject to the terms and conditions of this Agreement and those certain other documents, instruments, certificates and agreements executed and delivered in connection therewith (collectively, the “Transaction Documents”).

1.Definitions

1.1.Certain Definitions. Except as otherwise expressly provided herein or unless the context otherwise requires, initially capitalized terms used in this Agreement shall have the meanings set forth in Schedule 1.0 and, as may be applicable, the documents set forth on Schedule 2.3 and Schedule 2.4 of this Agreement, and any and all other Transaction Documents executed, delivered and/or issued before, at and after Closing in connection herewith and therewith, and all further actions and transactions included in the Contemplated Transactions, including all schedules and exhibits hereto and thereto, each of which are hereby incorporated by reference herein.

2.Purchase and Sale

2.1.The Note. On and subject to the terms and conditions of this Agreement and applicable Transaction Documents, in exchange for the Purchase Price, Borrower shall issue and deliver the Note to Buyer in accordance with the terms set forth in Schedule 2.1, in substantially the same form as the form of secured promissory note attached hereto in Exhibit D.

2.2.The Closing. Upon the terms and subject to the conditions set forth herein, the consummation of the Initial Funding (the “Closing”) shall take place on a TIME OF THE ESSENCE basis after execution of this Agreement, or, if all of the conditions to the Initial Funding set forth in Section 9 of this Agreement are not satisfied on that date, on the first date thereafter on which all of such conditions are satisfied or waived by the Parties (the “Closing Date”). The Closing may take place by delivery and exchange of documents by electronic mail with originals to follow by overnight courier.

2.3.Deliveries and Actions of Borrower at Closing. At or prior to the Closing in accordance with Schedule 2.3, Borrower shall deliver (or cause to be delivered) to Buyer the Transaction Documents itemized in Schedule 2.3.

011 - LPB - Note Purchase Agreement - CM.20210723 - EXECUTION.docx 1

4827-0311-1666\2

2.4.Deliveries and Actions of Buyer at Closing. At or prior to the Closing in accordance with Schedule 2.4, Buyer shall deliver (or cause to be delivered) to Borrower (as applicable) the Transaction Documents itemized in Schedule 2.4.

2.5.Taking of Necessary Action; Further Action. The Parties shall take all reasonable and lawful action as may be necessary or appropriate to effectuate the Contemplated Transactions in accordance with this Agreement on the Effective Date.

3.Representations and Warranties Relating to the Borrower

Borrower represents and warrants to Buyer that the representations and warranties of Borrower contained in this Section 3 shall be true, correct, and complete in all material respects as of the Effective Date, the Closing Date and as of each applicable Milestone Closing, except for such representations and warranties that speak to an earlier date, which shall remain true and correct as of such earlier date. Except for the listing of this Agreement, any other Transaction Documents, any Joint Venture Agreements or the Termination, Surrender and Release Agreement, nothing in the Borrower Disclosure Schedule shall be deemed adequate to disclose an exception to a representation or warranty made herein unless the Borrower Disclosure Schedule identifies the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing, except for the listing of this Agreement, any other Transaction Documents, any Joint Venture Agreements or the Prior Development Agreements, the mere listing (or inclusion of a copy) of a document or other item shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item itself). The Borrower Disclosure Schedule will be arranged in paragraphs corresponding to the numbered paragraphs contained in this Section 3.

3.1.Organization, Good Standing, Corporate Power. Borrower is duly organized, validly existing and in good standing under the laws of Wyoming. Subject to and except as set forth in the Borrower Disclosure Schedule, Borrower is qualified to do business and is in good standing as a foreign Person in each jurisdiction in which the ownership of its properties and the nature and extent of the activities transacted by it makes such qualification necessary. Borrower has full limited liability company power and authority to carry on its business, to own and use the properties owned and used by it and to perform its obligations under this Agreement and the other Transaction Documents.

3.2.Ownership of the Units, No Voting Trusts. Subject to and except as set forth in the Borrower Disclosure Schedule, all of Borrower’s issued and outstanding equity (the “Units”), evidencing ownership of membership and non-membership interests in Borrower, are duly authorized, validly issued, fully paid and non-assessable. Subject to and except as set forth in the Borrower Disclosure Schedule, Borrower is not bound by, nor has Borrower granted to any other Person, any option, warrant, calls, purchase or other right or other contractual obligation (including, without limitation, conversion or preemptive rights and rights of first refusal or similar rights), orally or in writing, with respect to any membership interests or units of Borrower or that could require Borrower to sell, issue, grant, transfer or otherwise dispose of any or all of Borrower’s membership interests or units, or any securities convertible into or exchangeable for membership interests or units in Borrower. Subject to and except as set forth in the Borrower Disclosure Schedule, there are no voting trusts, commitments, undertakings, understandings, or other restrictions to which Borrower is a party which directly or indirectly limit or restrict in any manner, or otherwise relate to, the sale or other disposition of the Units.

3.3.Authorization. Borrower has the requisite power and authority to execute, deliver, and perform this Agreement and the other Transaction Documents, and to consummate all transactions contemplated thereby. This Agreement is the valid and legally binding obligation of Borrower, enforceable against Borrower in accordance with the terms, subject to bankruptcy, insolvency, moratorium, reorganization, and similar laws of general applicability affecting the rights and remedies of creditors and to general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at law.

3.4.Subsidiaries. Borrower does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other business entity. Subject to and except as set forth in the Borrower Disclosure Schedule, Borrower is not a participant in any joint venture, partnership, or similar arrangement.

011 - LPB - Note Purchase Agreement - CM.20210723 - EXECUTION.docx 2

4827-0311-1666\2

3.5.No Violation or Approval. Subject to and except as set forth in the Borrower Disclosure Schedule, the execution and delivery of this Agreement and the other Transaction Documents by Borrower, or the consummation or performance of any of the Contemplated Transactions will not, directly or indirectly (with or without notice or lapse of time): (i) Breach or otherwise conflict with any provision of the Organizational Documents of Borrower, or contravene any resolution adopted by the officers, managers or members of Borrower; (ii) Breach or otherwise conflict with any Legal Requirement or Order to which Borrower may be subject or give any Governmental Body or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Borrower may be subject; (iii) Breach or otherwise conflict with or result in a violation or Breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held or being applied for by or on behalf of Borrower, or that otherwise relates to Borrower, or the Borrower Business; (iv) Breach or otherwise conflict with any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any contract or agreement to which Borrower is a party or by which Borrower is bound; or (v), result in the imposition or creation of any Lien on any asset or property of Borrower or the Borrower Business. Subject to and except as set forth in the Borrower Disclosure Schedule, Borrower is not required to give any notice to, or obtain any Consent from, any Person in connection with the execution and delivery of this Agreement, the other Transaction Documents or the consummation of any of the Contemplated Transactions, including any Consent required in order to preserve and maintain all Governmental Authorizations required for the ownership and continued operation of the Borrower Business, either before or after the Closing, and the consummation of the Contemplated Transactions. Any registration, declaration, or filing with, or Consent, or Governmental Authorization or Order by, any Governmental Body with respect to Borrower that is required in connection with the consummation of the Contemplated Transactions has been completed, made, or obtained on or before the Closing Date.

3.6.Litigation. Except as set forth in Section 3.6 of the Borrower Disclosure Schedule (which lists pending or threatened Proceedings), (i) there is no pending or, to Borrower’s Knowledge, threatened Proceeding by or against Borrower that relates to or may affect Borrower or Borrower Business; (ii) no event has occurred or circumstance exists that is reasonably likely to give rise to or serve as a Basis for the commencement of any such Proceeding; (iii) there is no Order to which Borrower, or Borrower Business are subject or that in any way relates to or could reasonably be expected to affect Borrower, or Borrower Business; (iv) no officer, director, member, manager, agent or employee of Borrower is subject to any Order that prohibits such officer, director, member, manager, agent or employee from engaging in or continuing any conduct, activity or practice relating to the Borrower Business; (v) Borrower is, and at all times has been, in compliance with all of the terms and requirements of any Order; (vi) no event has occurred or circumstance exists that is reasonably likely to constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any such Order; and (vi), Borrower has not received any notice or other communication (whether written or oral) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any such Order.

3.7.Borrower Financial Matters. Except as set forth in the Borrower Disclosure Schedule, Borrower has not entered into any transactions, or earned, incurred, or accrued any items of revenue or expense. Subject to and except as disclosed in the Borrower Disclosure Schedule, Borrower has not incurred any Liability, and to the Knowledge of Borrower there is no Basis for any present or future action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand against Borrower giving rise to any Liability.

3.8.Taxes. Since its formation, Borrower was not required to file any Tax Returns or to withhold taxes with respect to employees and independent contractors.

3.9.Title to Assets. Borrower has good and valid title to its intellectual property and other assets, free and clear of all Liens as defined and itemized in Section 3.9 of the Borrower Disclosure Schedule (“Borrower Assets”). Section 3.9 of the Borrower Disclosure Schedule contains a complete and accurate list and summary of all intellectual property owned or possessed by Borrower, or which Borrower has the right to use pursuant to a valid

011 - LPB - Note Purchase Agreement - CM.20210723 - EXECUTION.docx 3

4827-0311-1666\2

and enforceable, written license, sublicense, agreement, or permission (collectively and together with the Intangible Personal Property, the “Intellectual Property Assets”).

3.10.Intellectual Property.

3.10.1.Borrower owns or possesses or can acquire on commercially reasonable terms sufficient legal rights to all Intellectual Property Assets without any known conflict with, or infringement of, the rights of others, including prior employees or consultants, or academic or medical institutions with which any of them may be affiliated now or may have been affiliated in the past. Borrower has not received any communications alleging that Borrower has violated, or by conducting its business, would violate any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets, mask works or other proprietary rights or processes of any other Person.

3.10.2.There are no outstanding options, licenses, agreements, claims, encumbrances, or shared ownership interests of any kind relating to the Intellectual Property Assets, nor is Borrower bound by or a party to any options, licenses, or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights, and processes of any other Person, except for any patent and other intellectual property rights of PSF or its affiliates under the Pre-Existing Capital Lease Agreement.

3.10.3.Borrower has obtained and possesses valid licenses to use all the software programs present on the computers and other software-enabled electronic devices that it owns or leases or that it has otherwise provided to its employees for their use in connection with the Borrower Business.

3.10.4.Each employee and consultant of Borrower has assigned to Borrower all intellectual property rights he or she owns that are related to the Borrower Business as now conducted and as presently proposed to be conducted and all intellectual property rights that he, she or it solely or jointly conceived, reduced to practice, developed or made during the period of his, her or its employment or consulting relationship with Borrower that (i) relate, at the time of conception, reduction to practice, development, or making of such intellectual property right, to the Borrower Business as then conducted or as then proposed to be conducted, (ii) were developed on any amount of Borrower’s time or with the use of any of Borrower’s equipment, supplies, facilities or information or (iii) resulted from the performance of services for Borrower. To Borrower’s Knowledge, it will not be necessary to use any inventions of any of its employees or consultants (or Persons it currently intends to hire) made prior to their employment by Borrower, including prior employees or consultants, or academic or medical institutions with which any of them may be affiliated now or may have been affiliated in the past.

3.10.5.Section 3.10 of the Borrower Disclosure Schedule lists all Intellectual Property Assets, including all patents, patent applications, trademarks, trademark applications, service marks, service mark applications, tradenames, copyrights, and licenses to and under any of the foregoing, in each case owned by Borrower.

3.10.6.Borrower has not embedded, used or distributed any open source, copy or community source code (including but not limited to any libraries or code, software, technologies or other materials that are licensed or distributed under any General Public License, Lesser General Public License or similar license arrangement or other distribution model described by the Open Source Initiative at www.opensource.org, collectively “Open Source Software”) in connection with any of its products or services that are generally available or in development in any manner that would materially restrict the ability of Borrower to protect its proprietary interests in any such product or service or in any manner that requires, or purports to require (i) any Intellectual Property Assets (other than the Open Source Software itself) be disclosed or distributed in source code form or be licensed for the purpose of making derivative works; (ii) any restriction on the consideration to be charged for the distribution of Intellectual Property Assets; (iii) the creation of any obligation for Borrower with respect to Intellectual Property Assets owned by Borrower, or the grant to any third party of any rights or immunities under Intellectual Property Assets owned by Borrower; or (iv) any other limitation, restriction or condition on the right of Borrower with respect to its use or distribution of any Intellectual Property Assets.

3.10.7.Except as set forth in Section 3.10 of the Borrower Disclosure Schedule, no government funding, facilities of a university, college, other educational institution or research center, or funding from third parties was used in the development of any of Borrower’s Intellectual Property Assets. No Person who was involved

011 - LPB - Note Purchase Agreement - CM.20210723 - EXECUTION.docx 4

4827-0311-1666\2

in, or who contributed to, the creation or development of any Intellectual Property Assets, has performed services for the government, university, college, or other educational institution or research center in a manner that would affect Borrower’s rights in its Intellectual Property Assets.

3.11.Operations in Conformity with Law, Etc. (i) Borrower is, and at all times has been, in full compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of Borrower, Borrower’s assets, and the Borrower Business; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) (a) may constitute or result in a violation by Borrower of, or a failure on the part of Borrower to comply with, any Legal Requirement, or (b) may give rise to any obligation on the part of Borrower to undertake, or to bear all or any portion of the cost of, any Remedial Action of any nature; and (iii) Borrower has not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (a) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement, or (b) any actual, alleged, possible or potential obligation on the part of Borrower to undertake, or to bear all or any portion of the cost of, any Remedial Action of any nature.

3.12.No Employees or Independent Contractors. Since its formation, Borrower has not employed or engaged any person or entity, whether as an employee or independent contractor.

3.13.Permits. Subject to and except as set forth in the Borrower Disclosure Schedule, Borrower does not possess or hold, and is not required to possess or hold, any permits, licenses, Consents, Governmental Authorizations and Approvals (collectively, the “Permits”) in connection with performing its obligations, or owning, constructing, operating, and developing the Borrower Business.

3.14.Contractual Obligations. The only Contracts to which Borrower is a party are the Transaction Documents and, as of the Effective Date, the Pre-Existing Capital Lease Agreement, as amended, and related Memorandum of Lease and UCC filings, and the SNDA and, as of the Closing Date, the LSB Documents (collectively, the “Borrower Contracts”) and correct and complete copies of all such Borrower Contracts have been provided to Buyer. Except as set forth in applicable Borrower Contracts or the EPC Agreements, Borrower does not have and may not acquire any rights under any Contract and: (i) the Borrower Contracts are legal, valid, binding, enforceable, and in full force and effect (except as enforcement thereof may be limited by applicable Insolvency Laws), and will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the Contemplated Transactions; (ii) Borrower is, and at all times has been, in compliance with all applicable terms and requirements of the Borrower Contracts; (iii) no event has occurred or circumstance exists that (with or without notice or lapse of time) may contravene, conflict with or result in a Breach of, or give Borrower or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, the Borrower Contracts; (iv) no party to the Borrower Contracts has threatened to terminate its business relationship with Borrower for any reason; and (v) Borrower has not given to or received from any other Person any notice or other communication (whether oral or written) regarding the actual, alleged, possible or potential Breach of any Borrower Contracts. There are no renegotiations of, attempts to renegotiate or outstanding rights to renegotiate any material amounts paid or payable under the Borrower Contracts with any Person having the contractual or statutory right to demand or require such renegotiation and no such Person has made written demand for such renegotiation.

3.15.Bank Accounts. The Borrower Disclosure Schedule lists all bank, money market, savings and similar accounts and safe deposit boxes of Borrower, specifying the account numbers and the authorized signatories or persons having access to them.

3.16.Insurance. The Borrower Disclosure Schedule accurately sets forth a list of all current policies of insurance held by Borrower. All such policies of insurance are in full force and effect, and no notice of cancellation has been received with respect thereto, and all premiums owed to date have been paid in full.

3.17.Affiliated Transactions. Except as set forth in the Borrower Disclosure Schedule, no member, manager, officer, consultant, contractor, agent or employee of Borrower, or any members of their respective immediate families, owns, directly or indirectly (whether as undisclosed principal or otherwise), individually or collectively, any interest in any corporation, partnership, firm, or other entity which has any agreement, arrangement, or other contractual relationship with Borrower.

011 - LPB - Note Purchase Agreement - CM.20210723 - EXECUTION.docx 5

4827-0311-1666\2

3.18.Charter, Minutes, Operating Agreement and Permits. Borrower has heretofore delivered or caused to be delivered (or will hereinafter deliver or cause to be delivered prior to the Effective Date) to Buyer or its counsel accurate and complete copies of its Organizational Documents, written consents, minutes of the meetings of its members and managers, and company books. Nothing contained in any of the foregoing prevents or adversely affects the consummation of the Contemplated Transactions. True and correct copies of the Organizational Documents of Borrower are attached hereto and made a part hereof as Exhibit B (“Borrower’s Corporate Documents”), each of which is in full force and effect and has not been amended or modified in any way.

3.19.Restrictive Covenants. Borrower is not party to or bound or affected by any commitment, agreement or document which limits the freedom of Borrower to compete in Borrower Business as contemplated by the Transaction Documents, or which does or could materially and adversely affect the Borrower Business after the Closing.

3.20.Corrupt Practices. Except in compliance with all Legal Requirements, neither Borrower nor any of its Related Persons, or each of their respective officers, directors, managers, employees or agents, have, directly or indirectly, ever made, offered or agreed to offer anything of value to (i) any employees, Representatives or agents of any customers of Borrower for the purpose of attracting business to Borrower, or (ii) any domestic or foreign governmental official, political party or candidate for government office or any of their employees, Representatives or agents.

3.21.Brokers, Finders, Etc. No broker, finder or investment banker or other party is entitled to any brokerage, finder’s or similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Borrower. Borrower agrees to indemnify and hold harmless Buyer from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of the Contemplated Transactions (and the costs and expenses of defending against such liability or asserted liability) for which Borrower or any of its officers, employees or representatives is responsible.

3.22.No Omissions. No other information provided by or on behalf of Borrower to Buyer, including, without limitation, information referred to in this Agreement, the Schedules and Exhibits hereto and the other Transaction Documents, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

4.Representations and Warranties Relating to Buyer

Buyer represents and warrants to Borrower that the representations and warranties of Buyer contained in this Section 4 are and shall be true, correct, and complete in all material respects as of the Effective Date, the Closing Date and as of each applicable Milestone Closing, except for such representations and warranties that speak to an earlier date, which shall remain true and correct as of such earlier date.

4.1.Organization, Good Standing, Corporate Power. Buyer is duly organized, validly existing and in good standing under the laws of Nevada. Buyer is qualified to do business and is in good standing as a foreign Person in each jurisdiction in which the ownership of its properties and the nature and extent of the activities transacted by it makes such qualification necessary. Buyer has full corporate power and authority to carry on its business, to own and use the properties owned and used by it and to perform its obligations under this Agreement and the other Transaction Documents.

4.2.Authorization. Buyer has the requisite power and authority to enter into, execute, deliver and perform this Agreement and the other Transaction Documents, and to consummate all transactions contemplated thereby. This Agreement is the valid and legally binding obligation of Buyer, enforceable against it in accordance with the terms, subject to bankruptcy, insolvency, moratorium, reorganization, and similar laws of general applicability affecting the rights and remedies of creditors and to general principles of equity, regardless of whether enforcement is sought in proceedings in equity or at law.

4.3.No Violation or Approval. The execution and delivery of this Agreement and the other Transaction Documents by Buyer, or the consummation or performance of any of the Contemplated Transactions including but not limited to the issuance or sale of the Closing Stock Capital Contribution will not, directly or

011 - LPB - Note Purchase Agreement - CM.20210723 - EXECUTION.docx 6

4827-0311-1666\2

indirectly (with or without notice or lapse of time): (i) Breach or otherwise conflict with any provision of the Organizational Documents of Buyer, or contravene any resolution adopted by the board of directors of Buyer; (ii) Breach or otherwise conflict with any Legal Requirement or Order to which Buyer may be subject or give any Governmental Body or other Person the right to challenge the Contemplated Transactions or to exercise any remedy or obtain any relief under any Legal Requirement or any Order to which Buyer may be subject; (iii) Breach or otherwise conflict with or result in a violation or Breach of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held or being applied for by or on behalf of Buyer, or that otherwise relates to Buyer, or the Buyer Business; (iv) Breach or otherwise conflict with any provision of, or give any Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or payment under, or to cancel, terminate or modify, any contract or agreement to which Buyer is a party or by which Buyer is bound; or (v), result in the imposition or creation of any Lien on any asset or property of Buyer or the Buyer Business. Other than a supplemental listing application to be filed with the NYSE American LLC and the filing of a resale registration statement with the SEC, Buyer is not required to give any notice to, or obtain any Consent from, any Person in connection with the execution and delivery of this Agreement, the other Transaction Documents or the consummation of any of the Contemplated Transactions, including any Consent required in order to preserve and maintain all Governmental Authorizations required for the ownership and continued operation of the Buyer Business, either before or after the Closing, and the consummation of the Contemplated Transactions. Other than a supplemental listing application to be filed with the NYSE American LLC and the filing of a resale registration statement with the SEC, any registration, declaration, or filing with, or Consent, or Governmental Authorization or Order by, any Governmental Body with respect to Buyer that is required in connection with the consummation of the Contemplated Transactions has been completed, made, or obtained on or before the Effective Date or the Closing Date, as applicable.

4.4.Litigation. Other than matters disclosed in SEC Reports, (i) there is no pending or, to Buyer’s Knowledge, threatened Proceeding by or against Buyer that relates to or may affect Buyer or Buyer Business; (ii) no event has occurred or circumstance exists that is reasonably likely to give rise to or serve as a Basis for the commencement of any such Proceeding; (iii) there is no Order to which Buyer, or Buyer Business are subject or that in any way relates to or could reasonably be expected to affect Buyer, or Buyer Business; (iv) no officer, director, member, manager, agent or employee of Buyer is subject to any Order that prohibits such officer, director, member, manager, agent or employee from engaging in or continuing any conduct, activity or practice relating to the Buyer Business; (v) Buyer is, and at all times has been, in compliance with all of the terms and requirements of any Order; (vi) no event has occurred or circumstance exists that is reasonably likely to constitute or result in (with or without notice or lapse of time) a violation of or failure to comply with any term or requirement of any such Order; and (vi), Buyer has not received any notice or other communication (whether written or oral) from any Governmental Body or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any term or requirement of any such Order.

4.5.Operations in Conformity with Law, Etc. Other than matters disclosed in SEC Reports, (i) Buyer is, and at all times has been, in full compliance with each Legal Requirement that is or was applicable to it or to the conduct or operation of Buyer, Buyer’s assets, and the Buyer Business; (ii) no event has occurred or circumstance exists that (with or without notice or lapse of time) (a) may constitute or result in a violation by Buyer of, or a failure on the part of Buyer to comply with, any Legal Requirement, or (b) may give rise to any obligation on the part of Buyer to undertake, or to bear all or any portion of the cost of, any Remedial Action of any nature; and (iii) Buyer has not received any notice or other communication (whether oral or written) from any Governmental Body or any other Person regarding (a) any actual, alleged, possible or potential violation of, or failure to comply with, any Legal Requirement, or (b) any actual, alleged, possible or potential obligation on the part of Buyer to undertake, or to bear all or any portion of the cost of, any Remedial Action of any nature.

4.6.Investment Purpose. Buyer is acquiring the Note for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof.

4.7.Accredited Investor Status. Buyer is an “accredited investor” as that term is defined in Rule 501 of Regulation D, as promulgated under the Securities Act.

011 - LPB - Note Purchase Agreement - CM.20210723 - EXECUTION.docx 7

4827-0311-1666\2

4.8.Reliance on Exemptions. Buyer understands that the Note is being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that Borrower is relying in part upon the truth and accuracy of, and Buyer’s compliance with, the representations, warranties, agreements, acknowledgments, and understandings of Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of Buyer to purchase the Note.

4.9.Information. Buyer and its advisors, if any, have been furnished with all materials they have requested relating to the business, finances and operations of Borrower and information Buyer deemed material to making an informed investment decision regarding its purchase of the Note. Buyer and its advisors, if any, have been afforded the opportunity to ask questions of Borrower and its management. Neither such inquiries, nor any materials or other information provided to Buyer, nor any other due diligence investigations conducted by Buyer or its advisors, if any, or its representatives, shall modify, amend, or affect Borrower’s right to fully rely on Buyer’s representations and warranties herein. Buyer understands that its investment in the Note involves a high degree of risk.

4.10.No Governmental Review. Buyer understands that no United States federal or state Governmental Authority has passed on or made any recommendation or endorsement of the Note, or the fairness or suitability of the investment in the foregoing, nor have such Governmental Authorities passed upon or endorsed the merits of the offering of the Note.

4.11.Corrupt Practices. Except in compliance with all Legal Requirements, neither Buyer, nor any of its Related Persons, or each of their respective officers, directors, employees or agents, have, directly or indirectly, ever made, offered or agreed to offer anything of value to (i) any employees, Representatives or agents of any customers of Buyer for the purpose of attracting business to Buyer, or (ii) any domestic or foreign governmental official, political party or candidate for government office or any of their employees, Representatives or agents.

4.12.Brokers, Finders, Etc. No broker, finder or investment banker or other party is entitled to any brokerage, finder’s or similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer. Buyer agrees to indemnify and hold harmless Borrower from any liability for any commission or compensation for a finder’s or broker’s fee arising out of the Contemplated Transactions (and the costs and expenses of defending against such liability or asserted liability) for which Buyer or any of its officers, employees or representatives is responsible.

4.13.No Omissions. No other information provided by or on behalf of Buyer to Borrower, including, without limitation, information referred to in this Agreement, the Schedules and Exhibits hereto and the other Transaction Documents, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

5.Covenants Relating to Borrower

5.1.Best Efforts. Borrower shall use its reasonable best efforts to timely satisfy each of the conditions to be satisfied by it hereunder and to otherwise effect the Contemplated Transactions.

5.2.Restrictions on Transfer, Proxies and Noninterference. Borrower shall not, directly or indirectly, except pursuant to the express terms of this Agreement, (i) offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all shares of Buyer Common Stock issued to Borrower at the Closing; (ii) grant any proxies or powers of attorney, deposit any such Buyer Common Stock into a voting trust or enter into a voting agreement with respect to any shares of such Buyer Common Stock; or (iii) take any action that would make any representation or warranty contained in Section 3 untrue or incorrect, cause a condition to Closing to fail or not be satisfied, or have the effect of preventing or disabling the consummation of the Contemplated Transactions or any Person from performing its obligations under this Agreement or the other Transaction Documents.

5.3.Registration and Exemption. Borrower agrees and acknowledges that the shares of Buyer Common Stock issued to Borrower at the Closing may not be sold or transferred unless: (i) such shares are sold

011 - LPB - Note Purchase Agreement - CM.20210723 - EXECUTION.docx 8

4827-0311-1666\2

pursuant to an effective registration statement under the Securities Act; or (ii) an opinion of counsel to Buyer (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) has been provided to the transfer agent of Buyer to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration; or (iii) such shares are sold or transferred pursuant to Rule 144 under the Securities Act (or a successor rule) (“Rule 144”) and an opinion of counsel to Buyer (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) has been provided to the transfer agent of Buyer to that effect; or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of Borrower who is an Accredited Investor (as defined in the Securities Act), and who agrees to sell or otherwise transfer the Buyer Common Stock only in accordance with this Section 5.3. Until such time as the shares of the Buyer Common Stock have been registered under the Securities Act or otherwise may be sold pursuant to Rule 144 without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for shares of the Buyer Common Stock that have not been so included in an effective registration statement, or that have not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

“THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE PLEDGED, ASSIGNED, SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER.”

5.4.Further Assurances; Cooperation. Borrower shall use its reasonable best efforts to cooperate with Buyer to effect the Contemplated Transactions and to diligently perform under the Transaction Documents. At and after the Closing, Borrower shall execute and deliver such further instruments of conveyance and transfer as Buyer may reasonably request to convey and effectively transfer the Note or to effect the Contemplated Transactions.

5.5.Definitive Project Documents. Borrower shall use its best efforts, on a TIME OF THE ESSENCE basis, to (i) complete the Definitive Project Documents based on an internal stakeholder review to review and confirm all assumptions that bear on the final design, engineering, procurement, construction, and operating plan for the Valor Facility, including remediation capacity, current market, competitive, best mix, and other essential scoping assumptions; and (ii), update and finalize the Valor Facility retrofit Master Project Schedule and Project Spend Plan, including by using the Buyer’s Exepron CCPM software to produce a fully-aligned and mutually-agreeable final project schedule and spend plan for the Valor Facility retrofit.

5.6.Reporting. Borrower shall provide monthly compliance reports in a form and substance acceptable to Buyer, including the use of Buyer’s throughput accounting methodology, which measures performance by the extent to which throughput, or cash produced per day, is maximized and operating expenses and inventory are simultaneously minimized, without negatively impacting throughput.

6.Covenants Relating to Buyer

6.1.Best Efforts. Buyer shall use its reasonable best efforts to timely satisfy each of the conditions to be satisfied by it hereunder and to otherwise effect the Contemplated Transactions.

6.2.Noninterference. Buyer shall not, directly or indirectly, except pursuant to the express terms of this Agreement, take any action that would make any representation or warranty contained in Section 4 untrue or incorrect, cause a condition to Closing to fail or not be satisfied, or have the effect of preventing or disabling the consummation of the Contemplated Transactions or any Person from performing its obligations under this Agreement or the other Transaction Documents.

6.3.Further Assurances; Cooperation. Buyer shall use its reasonable best efforts to cooperate with Borrower to effect the Contemplated Transactions and to diligently perform under the Transaction Documents. At and after the Closing, Buyer shall execute and deliver such further instruments as Borrower may reasonably request

011 - LPB - Note Purchase Agreement - CM.20210723 - EXECUTION.docx 9

4827-0311-1666\2

to convey and effectively transfer the shares of Buyer Common Stock to the Borrower and any and all amounts due and payable thereunder, or which may otherwise be due and payable under any Transaction Document, or to effect the Contemplated Transactions. Buyer shall deliver or cause to be delivered, at its sole cost and expense, any opinion of counsel required under Section 5.3.

7.Corporate Matters

7.1.[Intentionally Omitted]

7.2.Indemnification.

7.2.1.Survival. Subject to the provisions of this Section 7, all representations, warranties, covenants, and obligations of the Parties contained in this Agreement and in the agreements, instruments and other documents delivered pursuant to this Agreement will survive the Closing and the consummation of the Contemplated Transactions.

7.2.2.Indemnification by Buyer. Buyer hereby covenants and agrees that, to the fullest extent permitted by Legal Requirement, it will defend, indemnify and hold harmless Borrower and its Related Persons (including but not limited to LPN) and Representatives, and their respective officers, directors, members, managers, employees, agents, and Representatives, and all successors and assigns of the foregoing (each, a “Borrower Indemnified Person” and collectively, the “Borrower Indemnified Persons”), for, from and against any Adverse Consequences incurred by a Borrower Indemnified Person, arising from or in connection with: (i) any Breach of any representation, warranty, covenant, obligation or agreement made by Buyer in the Transaction Documents, the Schedules and Exhibits hereto, the certificates delivered hereunder, any transfer instrument, or any other certificate, document, writing or instrument delivered by Buyer pursuant to or otherwise in connection with the Transaction Documents; (ii) any Liability of Buyer or its Related Persons; (iii) any Liability of Buyer based on facts, events or circumstances occurring before the Effective Date, or arising out of or in connection with the ownership and operation of Buyer, Buyer’s assets, and Buyer’s business prior to the Effective Date, whether or not such Liabilities or claims were known or unknown, absolute, accrued or contingent, on such date; (iv) any Liability of Buyer to any Related Person; (v) any Liability of MANA or its Related Persons; (vi) any claim, action or proceeding by any Person or any Liability of MANA based on facts, events or circumstances occurring before the Effective Date, or the ownership and operation of MANA, MANA’s assets, and MANA’s business prior to the Effective Date, whether or not such Liabilities or claims were known or unknown, absolute, accrued or contingent, on such date; (vii) the Termination, Surrender and Release Agreement; (viii) the issuance, contribution or sale of the Closing Stock Capital Contribution, including without limitation, any Liability of Borrower or any Borrower Indemnified Person based on claims of statutory underwriter status; or (ix) any claim, action or proceeding by any Person for any brokerage or finder’s fee, commission or similar payment based upon any agreement or understanding made, or alleged to have been made, by any Person with Buyer in connection with this Agreement or any of the Contemplated Transactions.

7.2.3.Indemnification by Borrower. Borrower hereby covenants and agrees that, to the fullest extent permitted by Legal Requirement, it will defend, indemnify and hold harmless Buyer and its Related Persons and Representatives, and their respective officers, directors, members, managers, employees, agents, and Representatives, and all successors and assigns of the foregoing (each, a “Buyer Indemnified Person” and collectively, the “Buyer Indemnified Persons”), for, from and against any Adverse Consequences incurred by a Buyer Indemnified Person, arising from or in connection with: (i) any Breach of any representation, warranty, covenant, obligation or agreement made by Borrower in the Transaction Documents, the Schedules and Exhibits hereto, the certificates delivered hereunder, any transfer instrument, or any other certificate, document, writing or instrument delivered by Borrower pursuant to or otherwise in connection with the Transaction Documents; (ii) any Liability of Borrower or its Related Persons; (iii) any Liability of Borrower based on facts, events or circumstances occurring before the Effective Date, or arising out of or in connection with the ownership and operation of Borrower, Borrower’s assets, and the Borrower Business prior to the Effective Date, whether or not such Liabilities or claims were known or unknown, absolute, accrued or contingent, on such date; (iv) any Liability of Borrower to any Related Person; or (v) any claim, action or proceeding by any Person for any brokerage or finder’s fee, commission or similar payment based upon any agreement or understanding made, or alleged to have been made, by any Person with Borrower in connection with this Agreement or any of the Contemplated Transactions.

011 - LPB - Note Purchase Agreement - CM.20210723 - EXECUTION.docx 10

4827-0311-1666\2

7.2.4.Payment of Claims. A claim for indemnification may be asserted by written notice to the Party from whom indemnification is sought and will be paid promptly after such notice, together with satisfactory proof of Adverse Consequences or other documents evidencing the basis of the Adverse Consequences sought, are received.

7.2.5.Other Remedies. The foregoing right of any setoff provisions, holdback provisions and indemnification provisions are in addition to, and not in derogation of, any statutory, equitable, or common law remedy any Party may have in connection with this Agreement and the Contemplated Transactions.

8.Additional Actions and Transactions

8.1.Access to Information; Confidentiality. Upon reasonable notice, Borrower shall afford to the officers, employees, accountants, counsel and other representatives of Buyer, reasonable access, during the period prior to the Closing Date, to all properties, books, contracts, commitments and records of Borrower; and, during such period, Borrower shall furnish promptly to Buyer, as the case may be, all information concerning Borrower Business, properties and personnel as such parties may reasonably request, and Borrower shall make available to Buyer and its representatives the appropriate individuals, including attorneys, accountants and other professionals for discussion of Borrower Business, properties and personnel as such parties may reasonably request.

8.2.Continued Disclosure. From time to time, following the Effective Date, each Party shall promptly notify the other Party upon becoming aware of any fact, occurrence or event that would cause any of such Party’s representations and warranties contained in this Agreement to be inaccurate or incomplete in any material respect, cause any condition to fail, or prevent such Party from complying with or performing its covenants, obligations or agreements made by such Party in this Agreement, the Schedules and Exhibits hereto or in any other Transaction Documents.

8.3.Definitive Project Documents. Buyer and Borrower shall use their respective reasonable best efforts to cooperate and complete mutually agreeable Definitive Project Documents on a TIME OF THE ESSENCE basis after execution hereof.

9.Conditions to the Closing

9.1.Conditions to the Obligations of Borrower. The obligations of Borrower to consummate the Closing are subject to the satisfaction, or written waiver by the Borrower, of the following conditions:

9.1.1.Representations and Warranties. The representations and warranties of Buyer contained herein, and in any certificate or other writing delivered by Buyer pursuant hereto, shall be true and correct in all material respects at and as of the Closing Date as if made at and as of such time, except for (i) changes contemplated by this Agreement and the other Transaction Documents, and (ii) those representations and warranties which address matters only as of a particular date (which shall have been true and correct as of such date), with the same force and effect as if made at and as of the Closing Date.

9.1.2.Agreements and Covenants; Buyer Closing Deliverables. Buyer shall have performed or complied in all material respects with all agreements and covenants required by or in this Agreement or the other Transaction Documents, the Schedules and Exhibits hereto, the certificates delivered hereunder, any transfer instrument, or any other certificate, document, writing or instrument delivered by Borrower pursuant to or otherwise in connection with the Transaction Documents to be performed or complied with by it at or prior to the Closing Date. Buyer shall have delivered or caused to be delivered to Borrower all the items specified in Schedule 2.4. All material written consents, assignments, waivers, or authorizations that are required to effect the Contemplated Transactions shall have been obtained.

9.1.3.No Material Adverse Effect. No proceeding challenging this Agreement, or the Contemplated Transactions or seeking to prohibit, alter, prevent, or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental authority nor shall any such proceeding be pending. There shall have not occurred any events, individually or in the aggregate, resulting in a Material Adverse Effect with respect to Buyer.

011 - LPB - Note Purchase Agreement - CM.20210723 - EXECUTION.docx 11

4827-0311-1666\2

9.1.4.Consummation of Contemplated Transactions. All Contemplated Transactions involving Buyer, Borrower, and their respective Related Persons shall have been consummated as of the Closing Date.

9.1.5.Compliance Certificate. The President or Chief Executive Officer of Buyer shall have delivered to Borrower a certificate certifying that the conditions specified in this Section 9.1 have been fulfilled.

9.1.6.Absence of Other Events. Borrower shall have the right to terminate its obligation to complete any Closing or Milestone Closing if, prior to the occurrence thereof, any of the following occurs: (i) Buyer consummates a liquidation event or undergoes a change of control; or (ii) Buyer (a) applies for or consents to the appointment of a receiver, trustee, custodian or liquidator of itself or substantially all of its property, (b) becomes subject to the appointment of a receiver, trustee, custodian or liquidator of itself or substantially all of its property, (c) makes an assignment for the benefit of creditors, (d) institutes any proceedings under the United States Bankruptcy Code or any other federal or state bankruptcy, reorganization, receivership, insolvency or other similar law affecting the rights of creditors generally, or files a petition or answer seeking reorganization or an arrangement with creditors to take advantage of any Insolvency Law, or files an answer admitting the material allegations of a bankruptcy, reorganization or insolvency petition filed against it, or (e) becomes subject to any involuntary proceedings under the United States Bankruptcy Code or any other federal or state bankruptcy, reorganization, receivership, insolvency or other similar law affecting the rights of creditors generally, when proceeding is not dismissed within thirty (30) days of filing, or have an order for relief entered against it in any proceedings under the United States Bankruptcy Code.

9.2.Conditions to Obligations of Buyer at Closing and each Milestone Closing. The obligations of Buyer to consummate the Closing and each Milestone Closing, are subject to the satisfaction, or written waiver by Buyer, of the following conditions:

9.2.1.Representations and Warranties. The representations and warranties of Borrower contained in this Agreement, and in any certificate or other writing delivered by Borrower pursuant hereto, shall be true and correct in all material respects as of the Closing Date and the date of the applicable Milestone Closing, except for (i) changes contemplated by this Agreement and the other Transaction Documents, and (ii) such representations and warranties that speak to an earlier date, which shall remain true and correct as of such earlier date, subject to and except as set forth in the Borrower Disclosure Schedule delivered to Buyer on the date hereof.

9.2.2.Agreements and Covenants; Closing Deliverables. Borrower shall have performed or complied in all material respects with all agreements and covenants required by or in this Agreement or the other Transaction Documents, the Schedules and Exhibits hereto, the certificates delivered hereunder, any transfer instrument, or any other certificate, document, writing or instrument delivered by Borrower pursuant to or otherwise in connection with the Transaction Documents to be performed or complied with by it at or prior to the Closing Date. Borrower shall have delivered or caused to be delivered to Buyer all the items specified in Schedule 2.3. All material written consents, assignments, waivers, or authorizations that are required to effect the Contemplated Transactions shall have been obtained.

9.2.3.No Material Adverse Effect. Except for any proceeding arising under or related to (i) any Liability of MANA or its Related Persons; (ii) any claim, action or proceeding by any Person or any Liability of MANA based on facts, events or circumstances occurring before the Effective Date, or the ownership and operation of MANA, MANA’s assets, and MANA’s business prior to the Effective Date, whether or not such Liabilities or claims were known or unknown, absolute, accrued or contingent, on such date; (iii) the Termination, Surrender and Release Agreement; or (iv) the issuance, contribution or sale of the Closing Stock Capital Contribution, including without limitation, any Liability of Borrower or any Borrower Indemnified Person based on claims of statutory underwriter status (collectively, the “Section 7.2.2(v)-(viii) Indemnifiable Events”), no proceeding challenging this Agreement, or the Contemplated Transactions or seeking to prohibit, alter, prevent, or materially delay the Closing shall have been instituted by any Person before any court, arbitrator or governmental authority nor shall any such proceeding be pending. Except for the occurrence of any Section 7.2.2(v)-(viii) Indemnifiable Event, there shall have not occurred any events, individually or in the aggregate, resulting in a Material Adverse Effect with respect to Borrower.

011 - LPB - Note Purchase Agreement - CM.20210723 - EXECUTION.docx 12

4827-0311-1666\2

9.2.4.Consummation of Contemplated Transactions. All Contemplated Transactions involving Buyer, Borrower, and their respective Related Persons shall have been consummated as of the Closing Date.

9.2.5.Achievement of Milestones. There shall have been a final determination (in accordance with the procedures set forth in Schedule 2.1) with respect to Borrower’s timely achievement of the Milestones applicable to such Milestone Closing under the Definitive Project Documents and Joint Venture Agreements.

9.2.6.Compliance Certificate. The President or Chief Executive Officer of Borrower shall have delivered to Buyer a certificate certifying that the conditions specified in this Section 9.2 have been fulfilled.

9.2.7.Absence of Other Events. Buyer shall have the right to terminate its obligation to complete any Closing or Milestone Closing if, prior to the occurrence thereof, any of the following occurs: (i) Borrower consummates a liquidation event or undergoes a change of control; or (ii) Borrower (a) applies for or consents to the appointment of a receiver, trustee, custodian or liquidator of itself or substantially all of its property, (b) becomes subject to the appointment of a receiver, trustee, custodian or liquidator of itself or substantially all of its property, (c) makes an assignment for the benefit of creditors, (d) institutes any proceedings under the United States Bankruptcy Code or any other federal or state bankruptcy, reorganization, receivership, insolvency or other similar law affecting the rights of creditors generally, or files a petition or answer seeking reorganization or an arrangement with creditors to take advantage of any Insolvency Law, or files an answer admitting the material allegations of a bankruptcy, reorganization or insolvency petition filed against it, or (e) becomes subject to any involuntary proceedings under the United States Bankruptcy Code or any other federal or state bankruptcy, reorganization, receivership, insolvency or other similar law affecting the rights of creditors generally, when proceeding is not dismissed within thirty (30) days of filing, or have an order for relief entered against it in any proceedings under the United States Bankruptcy Code.

9.2.8.Definitive Project Documents. The Definitive Project Documents shall have been delivered in conformance with Section 8.3 hereof. Thereafter, Borrower shall have complied with the Master Project Schedule and/or Project Spend Plan, including, without limitation, the cost and completion timing of the Valor Facility retrofit within no more than 20% variance in the absence of Buyer’s prior written consent.

10.Termination

10.1.Termination. This Agreement may be terminated upon the occurrence of one or more Events of Default by written notice of the Party asserting Breach hereunder. In the event of a termination of this Agreement pursuant to this Section, all rights and obligations of the Parties under this Agreement shall terminate without any liability of any Party or any of its affiliates, directors, officers, stockholders, or members to the other Party, except that: (i) nothing herein shall relieve any Party from liability to the other Party for any Breach hereof occurring prior to termination and any claim or cause of action of one Party to the other Party which exists under this Agreement at the time of such termination shall survive such termination, including without limitation all amounts owed by Borrower to Buyer with respect to the portion of the Note that has been funded as of the date of termination; (ii) the indemnification obligations of each Party under Section 7.2 hereof shall survive such termination regardless of whether any claim or cause of action of one Party against the other Party based on the indemnification obligations is in existence at the time of such termination; and (iii) such termination shall not prevent one Party from maintaining such causes of action or claims against the other Party. All fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses, whether the Contemplated Transactions are consummated.

10.2.Events of Default. For purposes of this Agreement, an “Event of Default” shall be construed to mean the occurrence of one or more of the following events of Breach by any Party after the date hereof that remains uncured thirty (30) days following written notice of default to the breaching Party(ies) (“Breaching Party” or “Breaching Parties”) from any one or more non-breaching Party(ies) (“Non-Breaching Party” or “Non-Breaching Parties”), provided, however, that, notwithstanding the foregoing or anything else in this Agreement to the contrary, (i) the occurrence of any fact, event or circumstance arising under or related to or giving rise to any Section 7.2.2(v)-(viii) Indemnifiable Event or (ii) any MANA default under any agreement by, between or among, et al., MANA CORPORATION and Buyer, shall not constitute an Event of Default by Borrower, may not cause or give rise to an Event of Default by Borrower, and shall not constitute or give rise to an event of Breach by Borrower:

011 - LPB - Note Purchase Agreement - CM.20210723 - EXECUTION.docx 13

4827-0311-1666\2

10.2.1.Payment Default. If any Breaching Party shall, for any reason, fail to comply with any payment obligations as and when due;

10.2.2.Representations. If any representation or warranty made by or on behalf of any Breaching Party, whether contained in this Agreement, or in any other Transaction Document with one or more of the Non-Breaching Parties, and which the Non-Breaching Party(ies) asserting Breach has (or have) proven to have been false or incorrect in any material respect when made;

10.2.3.Voluntary Insolvency Proceedings. If Breaching Party shall (i) apply for or consent to or acquiesce in the appointment of or the taking of possession by a receiver, liquidator, custodian or trustee of itself or of all or any part of its property, (ii) admit in writing its inability, or be generally unable, to pay its debts as such debts become due, (iii) make a general assignment for the benefit of its creditors, (iv) commence a voluntary case under the bankruptcy laws of the United States of America (as now or hereafter in effect) or any similar foreign law, (v) file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-up, or composition or adjustment of debts, or (vi) take any action for the purpose of effecting any of the foregoing;

10.2.4.Involuntary Insolvency Proceedings. A proceeding or case shall be commenced, without the application or consent of the non-Breaching Party in any court of competent jurisdiction, seeking (i) liquidation, reorganization, dissolution, winding-up or composition or adjustment of debts of the Breaching Party, (ii) the appointment of a trustee, receiver, liquidator, custodian or the like of the Breaching Party, or of all or any part of any of their assets, (iii) similar relief under any law relating to bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts, and such proceeding or case shall continue undismissed, for a period of ninety (90) days; or (iv) any order for relief against the Breaching Party, shall be entered in an involuntary case under bankruptcy laws of the United States of America, or any similar foreign law, and shall continue undismissed for a period of ninety (90) days; or,

10.2.5.Divestiture of Assets. If any order, judgment, or decree shall be entered in any proceeding requiring Breaching Party to divest itself of any material part of its assets, and if, within forty-five (45) days after entry thereof (unless or until enforcement is sooner commenced), such order, judgment or decree shall not have been discharged or execution thereof stayed pending appeal, or if, within ten (10) days after the expiration of any such stay (unless or until enforcement is sooner commenced), such judgment, order or decree shall not have been discharged.

11.General Terms and Conditions

11.1.Modifications. Any Transaction Documents may only be modified in a writing that specifically refers to the proposed modification and applicable Transaction Document(s), and which is signed by an authorized representative of each Party.

11.2.Governing Law; Consent to Jurisdiction. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Nevada, without regard to the principles of conflict of laws. Any dispute arising under, relating to or in connection with this Agreement or related to any matter which is the subject of or incidental to this Agreement or Transaction Documents, after application of this Section 11.2, shall be subject to the exclusive jurisdiction and venue of the state and federal courts in Nevada. The parties submit to the exclusive jurisdiction of these courts for the purpose of any such action or proceeding, and this submission cannot be revoked. The parties understand that they are surrendering the right to bring litigation against one another outside the state of Nevada.

11.3.Assignment. This Agreement shall not be assigned by operation of law or otherwise in the absence of the prior written consent of each the Parties hereto.

11.4.Notices. All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial overnight delivery service or mailed by registered or certified mail (return receipt requested) or sent via electronic mail (with confirmation of receipt) to the parties at the below address

011 - LPB - Note Purchase Agreement - CM.20210723 - EXECUTION.docx 14

4827-0311-1666\2

(or at such other address for a party as shall be specified by like notice). Notice shall be deemed effective upon the earlier of (a) actual receipt, (b) one business day following transmission by electronic mail or commercial overnight delivery services, or (c) three business days following registered or certified mail.

TO: Borrower: LP BIOSCIENCES LLC

22234 K42

Merrill, Iowa 51038

Attention: President

with a copy (which shall not constitute notice) to:

Mr. Jim Galvin

LP NUTRITION LLC

c/o Lakeview Energy, LLC

300 West Adams Street, Suite 830

Chicago, Illinois 60606

Buyer: Mr. Corrado DeGasperis

COMSTOCK MINING, INC.

117 American Flat Road

Virginia City, Nevada 89440

with a copy (which shall not constitute notice) to:

Mr. William McCarthy

MANA CORPORATION

117 American Flat Road

Virginia City, Nevada 89440

Notice of a change in address of one of the Parties or the persons to whom such notice shall be addressed to shall be given in writing to the other Party as provided above but shall be effective only upon actual receipt.

11.5.Severability. If any provision of this Agreement is held to be unenforceable by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal, or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to affect the original intent of the parties so closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

11.6.Entire Agreement. This Agreement, the Transaction Documents, and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto, including the Schedules and Exhibits hereto, constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, and are not intended to confer upon any other person any rights or remedies hereunder.

11.7.Amendment and Waiver. This Agreement may be amended only by a written agreement executed by the parties hereto. No provision of this Agreement may be waived except by a written document executed by the Party entitled to the benefits of the provision. No waiver of a provision will be deemed to be or will constitute a waiver of any other provision of this Agreement. A waiver will be effective only in the specific instance and for the purpose for which it was given and will not constitute a continuing waiver.

11.8.Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party hereto, provided that LPN, LPN Corporation and MANA (to the extent that Buyer transfers its ownership rights in Borrower to MANA), are the intended third party beneficiaries of this Agreement, and nothing in this Agreement, express or implied, except for LPN, LPN Corporation and MANA as the intended third party beneficiaries of this Agreement, is intended to or shall confer upon any other Person any right, benefit, or remedy of any nature whatsoever under or by reasons of this Agreement.

011 - LPB - Note Purchase Agreement - CM.20210723 - EXECUTION.docx 15

4827-0311-1666\2

11.9.Failure or Indulgence Not Waiver; Remedies Cumulative. No failure or delay on the part of any Party hereto in the exercise of any right hereunder shall impair such right to be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, or agreement herein, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or of any other right. Except as otherwise set forth herein, all remedies herein expressly conferred upon a Party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. The Parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, this being in addition to any other remedy to which they are entitled at law or in equity, and the Parties hereto hereby waive the requirement of any posting of a bond in connection with the remedies described herein.

11.10.Counterparts. This Agreement may be executed in any number of counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which together shall constitute one and the same agreement. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, such as, for example, www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

- SIGNATURE PAGE FOLLOWS]

011 - LPB - Note Purchase Agreement - CM.20210723 - EXECUTION.docx 16

4827-0311-1666\2

IN WITNESS WHEREOF the parties have duly executed, or caused their duly authorized representative, to execute this Note Purchase Agreement.


LP BIOSCIENCES LLC



By: ___________________________
Name: Jim Galvin
Title: Manager

COMSTOCK MINING INC.



By: ___________________________
Name: Corrado DeGasperis
Title: Executive Chairman & Chief Executive Officer

[SIGNATURE PAGE TO NOTE PURCHASE AGREEMENT]

011 - LPB - Note Purchase Agreement - CM.20210723 - EXECUTION.docx 17

4827-0311-1666\2

INDEX OF SCHEDULES AND EXHIBITS

Schedules

Schedule 1.0 Certain Definitions

Schedule 2.1 Contemplated Transactions

Schedule 2.3 Borrower Closing Deliveries

Schedule 2.4 Buyer Closing Deliveries

Schedule 3.1 Borrower Disclosure Schedule

Exhibits

Exhibit A Letter Agreement

Exhibit B Borrower’s Corporate Documents

Exhibit C Disbursement Instructions

Exhibit D Note

Exhibit E Schedule B Amortization Schedule to the Pre-Existing Capital Lease Agreement

Schedules to Note Purchase Agreement 18

SCHEDULE 1.0

CERTAIN DEFINITIONS

Action shall mean any claim, action, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation by or before any governmental authority.

Adverse Consequences shall mean all costs and expenses arising from or related to any Action, suits, Proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees or rulings, in addition to all damages, diminutions in value, dues, penalties, fines, costs, amounts paid in settlement or claims, obligations, Taxes, Liens, losses, interest, expenses (including costs of investigation and defense), any other Liability and fees, including court costs and reasonable attorneys’ fees and expenses, whether or not involving a Third-Party Claim.

Agreement has the meaning set forth in the preface.

Approval means those certain Governmental Authorizations, if any, to be obtained by Borrower on or before the Closing in the name of Borrower from any Governmental Body having jurisdiction over the Properties, or the Borrower Business.

Borrower has the meaning set forth in the preface.

Borrower Account(s) means that bank account(s) set forth in the Disbursement Instructions stated in Exhibit C.

Borrower Assets has the meaning set forth in Section 3.9.

Borrower Business means the business of industrial hemp origination, toll processing, sales, marketing, commodities, co-products management, and related products and services.

Borrower Disclosure Schedule shall mean the disclosure schedule set forth in Schedule 3.1.

Borrower Indemnified Persons has the meaning set forth in Section 7.2.2.

Breaching Party and Breaching Parties has the meaning set forth in Section 10.2.

Business Day means any day other than a Saturday or Sunday or any other day on which banks in Nevada are permitted or required by Legal Requirement to be closed.

Business Plan means the business plan for Borrower, which shall be initially substantially comprised of the Master Project Schedule and Project Spend Plan.

Buyer has the meaning set forth in the preface.

Buyer Common Stock means common stock, par value $0.000666 per share, issued by Buyer.

Buyer Indemnified Persons has the meaning set forth in Section 7.2.3.

Schedules to Note Purchase Agreement 19

Closing has the meaning set forth in Section 2.2.

Code means the Internal Revenue Code of 1986, as amended.

Confidential Information shall mean any information relating to the business or affairs of Borrower which is not generally known to the public, including, but not limited to, the Intellectual Property Assets, the Business Plan, the Master Project Schedule, the Project Spend Plan, the existence and nature of all activities in furtherance of the LPB Goal, product or business plans, improvements and developments, Borrower financial statements, customer and potential customer identities, names and qualifications of Borrower employees and suppliers, pricing methodologies and profit margins, competitive bids, business or acquisition strategies, internal company and product methodologies and analyses, inventions, copyrightable work or other proprietary information used or developed by Borrower in connection with its business, and the existence and terms of this Agreement.

Consent shall mean any required approval, consent, ratification, waiver or other authorization.

Contemplated Transactions shall mean all of the transactions contemplated by this Agreement and Transaction Documents including those set forth in Schedule 2.1.

Contract means any agreement, contract, license, lease, consensual obligation, promise or undertaking (whether written or oral and whether express or implied), whether or not legally binding.

Definitive Project Documents shall mean (i) the fully executed definitive final engineering, procurement, and construction agreements (“EPC Agreements”), (ii) the final Master Project Schedule, including a final critical chain project management plan (“CCPM”), and (iii) the final Project Spend Plan, in each case confirmed in writing by Borrower and Buyer to be final.

Developments means all improvements, developments, inventions, concepts, techniques, processes, discoveries and ideas related to the Intellectual Property Assets (including but not limited to any improvements to any current or hereafter existing Patents or Know-How) conceived or reduced to practice by Borrower solely or jointly with one or more Affiliates or other third parties at any time prior or subsequent to execution of this Agreement.

Disbursement Instructions has the meaning set forth in Exhibit C.

Effective Date means the date of this Agreement.

Event of Default has the meaning set forth in Section 10.2.

Governmental Authorization means any zoning approvals, permits (including the Permits), franchise rights, rights-of-way, Consent, license, permission, registration, permit or other right or approval issued, granted, given or otherwise made available by or under the authority of any Governmental Body or pursuant to any Legal Requirement and all pending applications therefor or renewals thereof.

Improvements means all buildings, structures, fixtures, building systems and equipment, and all components thereof, including the roof, foundation, load-bearing walls, and other structural elements thereof, heating, ventilation, air conditioning, mechanical, electrical, plumbing and other building systems, environmental control, remediation and abatement systems, sewer, storm, and waste water systems, irrigation and other water distribution systems, parking facilities, fire protection, security and surveillance systems, and telecommunications, computer, wiring, and cable installations, all of which are included in the Properties.

Schedules to Note Purchase Agreement 20

Indebtedness means: (a) any indebtedness (including all accrued interest) for borrowed money or issued in substitution for or exchange of indebtedness for borrowed money; (b) any indebtedness evidenced by any note, bond, debenture or other debt security; (c) any indebtedness for the deferred purchase price of property or services with respect to Borrower is liable, contingently or otherwise, as obligor or otherwise; (d) any commitment by which Borrower assures a creditor against loss (including, without limitation, contingent reimbursement obligations with respect to letters of credit); (e) any indebtedness guaranteed in any manner by Borrower (including, without limitation, guarantees in the form of an agreement to repurchase or reimburse); (f) any obligations under capitalized leases with respect to which Borrower is liable, contingently or otherwise, as obligor, guarantor or otherwise, or with respect to which obligations Borrower assures a creditor against loss; (g) any TRAC or synthetic leases; (h) any indebtedness secured by a Lien on the Note; (i) any unsatisfied obligation for withdrawal liability to a Multiemployer Plan as such terms are defined under ERISA; (j) the deficit or negative balance, if any, in Borrower’s checking account; and (k) any credit card debt.

Initial Funding has the meaning set forth in Section 2.1.1 of Schedule 2.1 hereto.

Initial Funding Date means the date on which Borrower has provided Buyer with (i) reviewed financial statements (“LPB Financial Statements”), (ii) the Definitive Project Documents, (iii) the fully executed executed Joint Venture Agreements, and (iv) the fully executed capital lease and assignment documents between Borrower, LPN, Plymouth, LSB, and PSF described more fully in Section 3.7 of Schedule 3.1 hereto and/or Schedule 2.3 hereto (the “LSB Documents”), including, without limitation, evidence confirming completion of the associated leasehold and other assignments to Borrower, including, without limitation, commercially reasonable land conveyance and bill of sale documents providing for the automatic assignment of all right, title, and interest in, to and under the real and personal property comprising the Valor Facility to Borrower under Section 1.07 of the Pre-Exixting Capital Lease Agreement subject only to the full satisfaction of all amounts due to LSB.

Insolvency Laws means any bankruptcy, insolvency, reorganization, moratorium or other similar Legal Requirement affecting the enforcement of creditors rights generally, and general principles of equity (regardless of whether enforcement is considered in a proceeding in law or equity).

Intangible Personal Property means all intangible property used or held for use by Borrower, of whatever type or description, including (a) the business as a going concern; (b) goodwill of Borrower; (c) all files, records and correspondence; (d) telephone numbers, telecopy numbers; (e) all rights in Internet web sites and Internet domain names presently used by Borrower, and links; (f) all registered and unregistered copyrights in both published works and unpublished works; (g) all names or trade names of or used by Borrower, assumed fictional business names, trade names, registered and unregistered trademarks, service marks and applications; (h) all Intellectual Property Assets, including, without limitation, all know-how, trade secrets, confidential or proprietary information, customer lists, software, technical information, data, process technology, plans, drawings and blue prints; and (i) all right, title and interest in and to all Borrower documents, Borrower Contracts, and all Permits, Governmental Authorizations, Approvals, Consents, licenses and other permits and approvals of Borrower.

Intellectual Property Assets means all current and hereafter existing Patents, Know-How, Developments, Confidential Information, and other proprietary information or rights owned by Borrower.

IRS means the United States Internal Revenue Service and, to the extent relevant, the United States Department of the Treasury.

Know-How means any currently or hereafter-existing algorithms, analytical data and procedures, assembly procedures, codes, computer programs, concepts, Confidential Information, data and results, database rights, designs, drawings, experiences, formulae, formulations, ideas, information, ingredients, instructions, knowledge, manufacturing data and procedures, methods, methods, processes, techniques, notes, operations, plans, practices, procedures, process engineering information, process sheets, processes, recipes, sketches, skills, software, specifications, supplier and sourcing information, technical assistance, technical information, techniques, technology, tolerances, trade secrets, and the like, in all cases, whether or not confidential, proprietary, patented or patentable, in written, electronic or any other form now known or hereafter developed. and all intellectual property rights pertaining thereto. The term Know-How shall also be construed to mean any and all Developments, whether conceived or reduced to practice solely or jointly with one or more third parties.

Schedules to Note Purchase Agreement 21

Knowledge means, when used to qualify a representation, warranty or other statement of a Party to this Agreement, (i) the knowledge that management of the Party actually has with respect to the particular fact or matter that is the subject of such representation, warranty or other statement, and (ii) the knowledge that management of the Party could reasonably be expected to have as prudent and responsible owners and operators of the assets and the businesses of such Party, or in the case of Borrower, the ownership and operation of Borrower, after having conducted a reasonably comprehensive inquiry or investigation with respect to the fact or matter that is the subject of such representation, warranty or other statement. A Person (other than an individual) will be deemed to have Knowledge of a particular fact or other matter if any individual who is serving, or who has at any time served, as a director, officer, partner, member, manager, executor or trustee of that Person (or in any similar capacity) has, or at any time had, Knowledge of that fact or other matter (as set forth in (a) and (b) above), and any such individual (and any individual party to this Agreement) will be deemed to have conducted a reasonably comprehensive investigation regarding the accuracy of the representations and warranties made herein by that Person or individual.

Lease Documents shall mean the Lease Amendment, the Pre-Existing Capital Lease Agreement, the SNDA, the Lease Assignment and Assumption Agreement, and all consents and estoppel certificates delivered in connection with the transfer of the Pre-Existing Capital Lease Agreement to Borrower.

Legal Requirement means any federal, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty.

LPB Goal shall have the meaning set forth in the Definitive Project Documents.

LPN shall have that meaning set forth in the preamble.

LSB shall have that meaning set forth in Schedule 3.1.

MANA shall have that meaning set forth in the preamble.

Master Project Schedule shall mean the Borrower’s full plan to retrofit, build, operate and grow the Valor Facility, based on Borrower’s full stakeholder review to confirm all assumptions that bear on the final design, engineering, procurement, construction, and operating plan for the Valor Facility, including remediation capacity, current market, competitive, best mix, and other essential scoping assumptions.

Material Adverse Effect means any effect or change that would be materially adverse to the business, assets, condition (financial or otherwise), operating results, operations, or business prospects of the applicable Party, taken as a whole, including the ability for such Party to own, construct, operate and develop its business, the transfer or issuance, if applicable, of any Permit, Consent, Governmental Authorization, license or other permit or approval contemplated by this Agreement or reasonably necessary to the continued operation of the applicable Party’s business, or on the ability of either Party to timely consummate the Contemplated Transactions, except for any adverse change or event arising from or relating to (a) general economic conditions or conditions which generally affect the business of the applicable Party and the industry in which it competes, and (b) public or industry knowledge of the Contemplated Transactions.

Schedules to Note Purchase Agreement 22

Milestone Closing shall mean a closing at which Buyer, or its designee funds a Milestone Payment.

Milestone Payments mean the payments stated in Schedule 2.1 hereof, as the context may require, to be paid according to the Master Project Schedule and Project Spend Plan, including without limitation each Subsequent Funding.

Milestone Notice means written notice from Borrower that the applicable Milestone Payment(s) are due according to the Master Project Schedule and Project Spend Plan.

Milestones mean the payment dates stated in the Master Project Schedule and Project Spend Plan.

Multiemployer Plan has the meaning set forth in ERISA Section 3(37).

Non-Breaching Party and Non-Breaching Parties has the meaning set forth in Section 10.2.

Note has the meaning set forth in the preface, as represented by substantially the same form of Note as that attached hereto in Exhibit D.

Office Building Sublease shall mean the 20-year, triple net sublease of the office building to be entered into by and between Borrower, as sublessor, and PELLC, as sublessee, on or before the Initial Funding Date, which sublease shall provide for initial base monthy rent of $2,500 per month for the first five years of the sublease, with annual market rate and CPI adjustments thereafter to the monthly base rent for the remaining term, determined on an-cost basis plus 2% margin.

Order means any order, injunction, judgment, decree, ruling, assessment or arbitration award of any Governmental Body or arbitrator.

Organizational Documents means: (i) with respect to a corporation, the certificate or articles of incorporation and bylaws; (ii) with respect to any other Person any charter or similar document adopted or filed in connection with the creation, formation or organization of a Person; (iii) any operating agreement, partnership agreement, shareholder agreement or similar agreement; and (iv), any amendment to any of the foregoing.

Party and Parties has the meaning set forth in the preface.

Permits has the meaning set forth in Section 3.14.

Permitted Designee shall mean, as applicable, the designee or assignee of a Party hereto.

Proceeding means any action, arbitration, audit, hearing, investigation, litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Body, court, or arbitrator.

Project Spend Plan shall mean the Borrower’s definitive final cost estimates to implement the Master Project Schedule.

Schedules to Note Purchase Agreement 23

Property or Properties has the meaning set forth in the background facts described in the Borrower Disclosure Schedule hereto, including, without limitation, the Tangible Personal Property, Intellectual Property Assets, and Intangible Personal Property.

PSF shall have that meaning set forth in Schedule 3.1 hereto.

Purchase Price has the meaning set forth in Schedule 2.1 hereto.

Purchase Price Tranche shall mean the payments specified in Section 1.1 of Schedule 2.1 hereto as the circumstances may require.

Related Person means: (i) with respect to a particular individual: (a) each other member of such individual’s Family; (b) any Person that is directly or indirectly controlled by any one or more members of such individual’s Family; (c) any Person in which members of such individual’s Family hold (individually or in the aggregate) a Material Interest; and (d) any Person with respect to which one or more members of such individual’s Family serves as a director, manager, officer, partner, executor or trustee (or in a similar capacity); and (ii) with respect to a specified Person other than an individual: (a) any Person that directly or indirectly controls, is directly or indirectly controlled by or is directly or indirectly under common control with such specified Person; (b) any Person that holds a Material Interest in such specified Person; (c) each Person that serves as a director, manager, officer, partner, executor or trustee of such specified Person (or in a similar capacity); (d) any Person in which such specified Person holds a Material Interest; and (e) any Person with respect to which such specified Person serves as a general partner or a trustee (or in a similar capacity). For purposes of this definition, (a) control (including controlling, controlled by, and under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and shall be construed as such term is used in the rules promulgated under the Securities Act; (b) the Family of an individual includes (i) the individual; (ii) the individual’s spouse; (iii) any other natural person who is related to the individual or the individual’s spouse within the second degree; and (iv), any other natural person who resides with such individual; and (c), Material Interest means direct or indirect beneficial ownership (as defined in Rule 13d-3 under the Exchange Act of 1934) of voting securities or other voting interests representing at least ten percent (10%) of the outstanding voting power of a Person or equity securities or other equity interests representing at least ten percent (10%) of the outstanding equity securities or equity interests in a Person.

Remedial Action means all actions taken to (a) clean up, remove, remediate, contain, treat, monitor, assess, evaluate, or in any way address hazardous materials in the indoor or outdoor environment, (b) prevent or minimize a release or threatened release of hazardous materials so they do not migrate or endanger or threaten to endanger public health or welfare or the indoor or outdoor environment, (c) restore or reclaim natural resources or the environment, (d) perform any pre-remedial studies, investigations, or post-remedial operation and maintenance activities, or (e) conduct any other actions with respect to hazardous materials required by applicable environmental Legal Requirements.

SEC means the U.S. Securities and Exchange Commission.

SEC Reports means periodic filings filed with the SEC by Buyer pursuant to the Securities Exchange Act of 1934, as amended.

Securities Act has the meaning set forth in the preface.

Tangible Personal Property means the tangible personal property itemized on in Section 3.9.1 of the Borrower Disclosure Schedule, and all other tangible personal property used or useful in the Borrower Business, including all machinery, equipment, scales, compactors, containers, bailers, tools, spare parts, furniture, office equipment, computer hardware, supplies, materials, vehicles, trade fixtures and other items of tangible personal property of every kind owned or leased by Borrower (wherever located and whether or not carried on the books of Borrower), together with any express or implied warranty by the manufacturers or lessors of any item or component part thereof and all maintenance records and other documents relating thereto.

Schedules to Note Purchase Agreement 24

Tax Return means any return (including any information return), report, statement, schedule, notice, form, declaration, claim for refund or other document or information filed with or submitted to, or required to be filed with or submitted to, any Governmental Body in connection with the determination, assessment, collection or payment of any Tax or in connection with the administration, implementation or enforcement of or compliance with any Legal Requirement relating to any Tax.

Transaction Documents shall mean this Agreement, the documents set forth on Schedule 2.3 and Schedule 2.4 of this Agreement, and any and all other documents, instruments and certificates executed, delivered and/or issued before, at and after Closing in connection herewith and therewith and all further actions and transactions included in the Contemplated Transactions, including all schedules and exhibits hereto and thereto, each of which are hereby incorporated by reference herein.

Valor Facility shall mean the real and personal property comprised, inter alia, of the pre-existing Crown Iron Works 180 ton per day corn germ oil solvent extraction facility located at 22234 K42, Merrill, Iowa 51038.

Schedules to Note Purchase Agreement 25

SCHEDULE 2.1

CONTEMPLATED TRANSACTION

On and subject to the terms and conditions of this Agreement and the Transaction Documents, at the Closing and at each applicable date of a Subsequent Funding (as defined below) thereafter, Buyer shall pay the applicable Purchase Price Tranche to Borrower and/or Borrower’s Permitted Designee(s) in exchange for the sale, assignment, transfer, and delivery of the Note to Buyer in accordance with the terms of this Schedule 2.1.

1.Purchase Price. Buyer shall purchase the Note in exchange for $15,000,000.00 (“Purchase Price”), on and subject to the terms and conditions stated in this Schedule 2.1, and substantially the same form of secured promissory note as the form attached hereto in Exhibit D.

1.1.Tranches. The Purchase Price shall be paid in the form of immediately available U.S. cash funds, in a series of tranches, as follows: (i) $326,257.98 (“Advance Payment”) previously paid upon execution of the Letter Agreement (“Advance Payment”), (ii) 10% of the amount stated in the Project Spend Plan and any additional amounts necessary to establish and provide Borrower with cash funds equal to the first six (6) months of expenditures under the Project Spend Plan (such initial funding amount estimated at $2.0-$2.50 million) on the Initial Funding Date (“Initial Funding”), and (iii) the balance of the Purchase Price each month thereafter at the rate stated in the Project Spend Plan such that Borrower maintains cash funds on hand equal to a rolling 6-month average under the Project Spend Plan (each, a “Subsequent Funding”).

1.2.Milestone Confirmation. Notwithstanding the foregoing, in the event Buyer in good faith disputes Borrower’s achievement of any Milestone, the deadline for funding the applicable Milestone Payment shall be extended to ten (10) days from the date of the final determination of such dispute in accordance with the procedures set forth on this Schedule 2.1. Buyer shall have ten (10) days from receipt of a Milestone Notice to either accept or reject Borrower’s determination that it has timely achieved the applicable Milestone. If Buyer has any objections to Borrower’s determination regarding its achievement of the applicable Milestone, such objections shall be delivered in a written statement to Borrower (an “Objection Notice”) describing in reasonable detail the rationale for such objections. If Buyer does not timely deliver an Objection Notice, Buyer shall be deemed to have accepted that Borrower has achieved the applicable Milestone, and Buyer shall be obligated to fund the applicable Milestone Payment by the applicable due date. Following Borrower’s receipt of an Objection Notice, Borrower and Buyer shall first exercise commercially reasonable efforts to resolve any dispute about Borrower’s achievement of the applicable Milestone between themselves for a period of ten (10) Business Days. Failing such a resolution, Borrower and Buyer shall select a technical expert mutually acceptable to them (the “Joint Expert”) to resolve any remaining dispute. If Borrower and Buyer are unable to agree on the choice of Joint Expert within ten (10) days, then Borrower and Buyer shall each select one expert and those two experts shall jointly select a third expert unaffiliated with either Borrower or Buyer (the “Independent Expert”) to finally determine the dispute. The determination of the Joint Expert or the Independent Expert (as applicable) will be set forth in writing in reasonable detail within fifteen (15) Business Days of the appointment of the Joint Expert or Independent Expert, as applicable, and will be conclusive and binding upon the Parties. To the extent the Joint Expert or the Independent Expert determines that Borrower has timely achieved the applicable Milestone, then Buyer shall be solely responsible for paying the fees and expenses of the experts. Otherwise, the fees and expenses of the experts shall be borne equally by Borrower and Buyer.

1.3.Closing Stock Capital Contribution. Pursuant to the Amended and Restated Operating Agreement of Borrower and the Buyer’s Contribution Agreement made in connection therewith, in consideration of a non-membership Interest in Borrower represented by 3,500,000 Class B Units, Buyer shall deliver 3,500,000 restricted shares of Buyer Common Stock to Borrower (“Closing Stock Capital Contribution”), and any and all proceeds derived from the sale of the Closing Stock Capital Contribution by Borrower shall be distributed in accordance with the Amended and Restated Operating Agreement of Borrower. Distributions under the Amended and Restated Operating Agreement of Borrower shall include provisions that require that the first $3,000,000 of the sales proceeds received upon sale of the Closing Stock Capital Contribution, net of applicable brokerage fees and other commercially reasonable costs of sale (“Net Sales Proceeds”), must be distributed to LPN (together with $500,000 from escrowed funds) and that any remaining Net Sales Proceeds must be distributed to Buyer. Amounts received by Buyer from Borrower from the Net Sales Proceeds shall be used for the purpose of paying the Purchase Price. As

Schedules to Note Purchase Agreement 26

soon as practicable after the Effective Date, the Closing Stock Capital Contribution shall be available for deposit, clearance, and, subject to a written trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “10b5-1 Plan”) to be prepared and delivered by Buyer to Borrower at or prior to Closing, sale in accordance with Legal Requirement to fund amounts payable by Buyer hereunder or under the Comstock Partnership Interest Purchase Agreement. The Advance Payment, Initial Funding, and the Net Sales Proceeds less the $3,000,000 distributable to LPN shall have a guaranteed cash value to Borrower that is equal to the $15,000,000.00 Purchase Price for the Note (“Protected Amount”). Buyer shall provide additional cash proceeds as reasonably necessary up to the Protected Amount, in the event and to the extent that the Net Sales Proceeds less the $3,000,000 distributable to LPN are delayed or are in any respect insufficient to cover the Protected Amount, as and when due under the Project Spend Plan, including, without limitation, for avoidance of doubt, the Subsequent Funding payments during the first six months after Closing. Any Net Sales Proceeds received by Borrower that exceeds the Protected Amount (“Surplus Proceeds”) shall be distributed to Buyer (without the obligation for Buyer to lend any of such Surplus Proceeds to Borrower) in accordance with Legal Requirement and the Amended and Restated Operating Agreement, unless Buyer otherwise provides its prior written consent for an alternative use. If any portion of the Closing Stock Capital Contribution has not been sold under the 10b5-1 Plan after the Protected Amount has been fully paid under the preceding sentence (any such portion, the “Residual Buyer Common Stock”), then Borrower shall either liquidate the Residual Buyer Common Stock under the 10b5-1 Plan and return the resulting Net Sales Proceeds to Buyer, or return the Residual Buyer Common Stock to Buyer at the times provided for in the 10b5-1 Plan to be held as treasury stock, in each case in accordance with the 10b5-1 Plan, the Amended and Restated Operating Agreement and as allowed under Legal Requirement.

1.4.Resale Registration Rights. Following demand by Borrower in accordance with the 10b5-1 Plan, Buyer shall file with the SEC a Registration Statement on Form S-3 (except if Buyer is not then eligible to register for resale the Closing Stock Capital Contribution on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act) covering the resale of the Closing Stock Capital Contribution by Borrower (the “Resale Registration Shelf”), and Buyer shall file such Resale Registration Shelf as promptly as reasonably practicable following such demand, and in any event within sixty (60) days of such demand. Such Resale Registration Shelf shall include a “final” prospectus, including the information required by Item 507 of Regulation S-K of the Securities Act. Buyer shall use its reasonable best efforts to cause the Resale Registration Shelf and related prospectuses to become effective as promptly as practicable after filing. Buyer shall use its reasonable best efforts to cause such Resale Registration Statement to remain effective under the Securities Act until the earlier of the date all shares comprising the Closing Stock Capital Contribution covered by the Resale Registration Shelf have been sold or may be sold freely without limitations or restrictions as to volume or manner of sale pursuant to Rule 144. Buyer shall promptly, and within two (2) business days after Buyer confirms effectiveness of the Resale Registration Shelf with the SEC, notify the Borrower of the effectiveness of the Resale Registration Shelf.

1.5.Adjustment for Project Spend Plan Variance. The Definitive Project Documents and Project Spend Plan shall specify the definitive final costs for engineering, procurement, construction, and start-up of the Valor Facility (“Construction Costs”), management fees of $50,000.00 per month for each of MANA and Lakeview Energy, LLC (“LVE”) under the management agreements entered into by such parties with Borrower (“Fixed Management Fees”), and a reasonable estimate for Borrower’s allocable operating expenses between the Effective Date and July 30, 2022 (“Allocable Operating Expenses” and, together with the Construction Costs and Fixed Management Fees, the “Facility Start-Up Costs”). The Purchase Price of the Note shall be subject to upwards adjustment in the event and to the extent that the Facility Start-Up Costs exceed the stated Purchase Price, by a maximum of 20%, or $3,000,000, in the absence of Buyer’s prior written consent to exceed the maximum upwards adjustment, which may be withheld in Buyer’s sole and exclusive discretion. For the sake of clarity, if the Purchase Price is increased, corresponding increase of the principal amount of the Note shall be increased to reflect an original issue discount of 13.33% of the increase in the Purchase Price.

Schedules to Note Purchase Agreement 27

SCHEDULE 2.3

DELIVERIES AND ACTIONS OF BORROWER BEFORE, AT AND AFTER CLOSING

At or prior to the Closing, Borrower shall deliver (or cause to be delivered) to Buyer the following fully executed documents, instruments, agreements, and other materials, provided Borrower shall deliver (or cause to be delivered) to Buyer the following documents, instruments, agreements, and other materials marked with an asterisk at or prior to the Effective Date:

1.*Letter Agreement;

2.*Note Purchase Agreement;

3.*Secured Promissory Note;

4.*Security Agreement;

5.*Joint Venture Agreements;

6.*Escrow Agreement;

7.Disbursement Instructions;

8.*Borrower’s Corporate Documents;

9.*Written Consent authorizing the Contemplated Transactions;

10.Borrower’s Written Exception Notice, if applicable;

11.Borrower’s Compliance Certificate; and

12.*Termination, Surrender and Release Agreement.

At or prior to the Initial Funding, Borrower shall deliver (or cause to be delivered) to Buyer the following fully executed documents, instruments, agreements, and other materials:

1.Definitive Project Documents;

2.Office Building Sublease; and,

3.LSB Documents, consisting of:

a.Lease Amendment dated effective December 1, 2020;

b.Lease Assignment and Assumption Agreement;

c.Commercially Reasonable Land Conveyance and Bill of Sale Documents to be held in escrow pursuant to Section 1.07 of the Lease Agreement;

d.Leasehold Mortgage and Security Agreement;

e.LSB and PSF Written Consent to Lease Amendment and to Buyer’s Lien in the Borrower’s Leasehold Interest and, as may be mutually agreed upon by the Buyer, Borrower, LPN, PSF and LSB on a commercially reasonable basis, to Buyer’s Lien in the Premises and Leased Equipment under the Lease Agreement to the extent not granted by the Leasehold Mortgage and Security Agreement;

f.Consent and Estoppel Certificates in connection with the LSB Documents;

g.Lien Reports on the Premises showing the property is subject only to (i) zoning, entitlement, building and other land use regulations that do not materially impair, prohibit or restrict the occupancy or current or intended use of the Premises, (ii) covenants, conditions, restrictions, easements and other similar matters of record affecting title to the Premises which do not materially impair, prohibit or restrict the occupancy or current or intended use of the Premises, (iii)

Schedules to Note Purchase Agreement 28

the principal balance due on the Base Rent payable to Lincoln Savings Bank (“LSB”) under the Lease Agreement, as shown on the amended Base Rent Amortization Schedule attached to the Lease Agreement as Amended Exhibit B pursuant to the First Amendment to Lease Agreement, (iv) the Mortgage Lien in favor LSB to secure repayment of Landlord’s indebtedness to LSB, (v) the Memorandum of Lease, (vi) the SNDA, (viii) the Office Building Sublease, and (viii) any lien or encumbrance that will be satisfied or removed at or prior to the Initial Funding;

h.Amended and New UCC-1s for LSB and Buyer;

i.If determined necessary/appropriate and not covered by the Amended and New UCC-1s, a UCC-3 for Release of Lien by Plymouth Energy LLC; and,

j.Any and all other documentation reasonably required to cause the effective assignment of the Pre-Existing Capital Lease to Borrower, and, upon full satisfaction of all amounts due to LSB, the effective assignment of 100% of all right, title and interest in, to and under the Valor Facility to Borrower.

Schedules to Note Purchase Agreement 29

SCHEDULE 2.4

DELIVERIES AND ACTIONS OF BUYER AT CLOSING

At or prior to the Closing, Buyer shall deliver (or cause to be delivered) to Borrower the following documents, instruments, agreements, and other materials, provided Buyer shall deliver (or cause to be delivered) to Borrower the following documents, instruments, agreements, and other materials marked with an asterisk at or prior to the Effective Date:

1.*Letter Agreement;

2.*Note Purchase Agreement;

3.*Secured Promissory Note;

4.*Security Agreement;

5.*Joint Venture Agreements;

6.*Escrow Agreement;

7.*Written Consent of Buyer authorizing the Contemplated Transactions;

8.Buyer’s Written Exception Notice, if applicable; and

9.Buyer’s Compliance Certificate.

Schedules to Note Purchase Agreement 30

SCHEDULE 3.1

BORROWER DISCLOSURE SCHEDULE

3.1 Organization, Good Standing, Corporate Power

Borrower is not foreign qualified in the State of Iowa. Borrower will become foreign qualified in Iowa on or before the Closing Date.

3.2 Ownership of the Units

The unpaid or non-performed portion of the purchase price of the 500,000 Class A Units purchased by Buyer from LPN under the Comstock Partnership Interest Purchase Agreement and the non-performed portion of the LPN capital contribution agreement is an exception to Borrower’s fully-paid and non-assessable representation and warranty on Borrower’s issued and outstanding equity. LPN Corporation may grant LPN its proxy in accordance with the Amended and Restated Operating Agreement in respect of any member vote required thereunder.

3.4 Subsidiaries/Joint Venture Participant

This Agreement, any other Transaction Documents and any Joint Venture Agreements are exceptions to Borrower’s representation and warranty on being a participant in any joint venture, partnership or similar arrangement.

3.5 No Violation or Approval

Any Liability or conflict with or violation of any Legal Requirement related to or arising under the issuance, contribution or sale of the Closing Stock Capital Contribution.

The written consent of Lincoln Saving Bank (“LSB”) and Prairie Sun Foods LLC (“PSF”) is required for Borrower’s predecessor-in-interest to the Pre-Existing Capital Lease Agreement to amend the Pre-Existing Capital Lease Agreement effective December 1, 2020. The written consent of Lincoln Saving Bank (“LSB”) and/or Prairie Sun Foods LLC (“PSF”) will be required for Borrower to execute and deliver the LSB Documents. The written consent of LSB and PSF will be required for PSF to grant to Buyer a direct security interest in and to the “Leased Equipment” or a direct lien in the “Premises” (as such terms are defined in the Pre-Existing Capital Lease Agreement), and such consent shall be obtained and provided for in the Lease Documents or LSB Documents upon the mutual agreement of Borrower, Buyer, LSB, and PSF on a commercially reasonable basis as to the necessity and form of such additional documents.

Buyer is responsible for the payment of any Tax or brokerage fees associated with monetizing the Closing Stock Capital Contribution. Buyer is responsible for the payment of any Tax associated with interest paid to Buyer on the Note or any other fees payable to Buyer under this Agreement or the other Transaction Documents. The Contemplated Transactions include the allocation of income and the distribution of proceeds to Buyer, as member of Borrower, which may result in income or gain by Buyer or Related Persons of Buyer. The execution and delivery of this Agreement and the other Transaction Documents by Borrower, or the consummation or performance of any of the Contemplated Transactions will result in the imposition or creation of a Lien on the assets or property of Borrower or the Borrower Business in favor of Buyer but no other Person.

3.6 Litigation Matters

None.

3.7 Liabilities

3.7.1 Capital Lease Obligation

The real and personal property comprising the Valor Facility is subject to a pre-existing capital lease agreement between LPN, as Tenant, and PSF, as Landlord, as amended (the “Pre-Existing Capital Lease Agreement”), which LPN has assigned to Borrower at the Effective Date which assignment will be further documented under the Lease Assignment and Assumption Agreement

Schedules to Note Purchase Agreement 31

with LPN, PSF, Borrower and LSB, the other Lease Documents and the LSB Documents in connection with LPN’s contribution agreement to Borrower. Plymouth Energy, L.L.C. (as Tenant), PSF (as Landlord) and LSB (as Lender) made and entered into a Subordination, Non Disturbance and Attornment Agreement of even date with the Pre-Existing Capital Lease Agreement (“SNDA”). The rights and obligations of the parties under the Pre-Existing Capital Lease Agreement, and to the Premises and the Leased Equipment thereunder, each are subject to the terms and conditions of the SNDA. LPN is successor in interest by assignment to Plymouth Energy, L.L.C. (“PELLC”) under the Pre-Existing Capital Lease Agreement and in the Tenant’s rights to the Premises and Leased Equipment thereunder. Borrower hereby represents and warrants that Tenant’s base rent obligations under the Pre-Existing Capital Lease Agreement has an outstanding principal balance due as of July 1, 2021 of $4,653,346.88 and an outstanding accrued interest amount due as of July 1, 2021 of $2,967.04, which base rent is payable according to the amortization schedule attached hereto in Exhibit E.

3.7.2 Title Transfer

Title to the real and personal property comprising the Valor Facility is currently held by PSF, subject to the Pre-Existing Capital Lease Agreement, the SNDA, and the pre-existing assignment and assumption agreement by and among LSB, PSF, PELLC and LPN (collectively, the “Pre-Existing Title Transfer Provisions”). The LSB Documents shall include the commercially reasonable land conveyance and bill of sale documents referenced in Section 1.07(c) of the Pre-Existing Capital Lease Agreement, to effect the automatic transfer to Borrower of the real and personal property comprising the Valor Facility upon full satisfaction of all amounts due to LSB under the Pre-Existing Capital Lease Agreement and SNDA.

3.7.3 Closing Stock Capital Contribution

Any Liability of Borrower related to or arising under the issuance or sale of the Closing Stock Capital Contribution.

3.8 Taxes

Borrower has filed federal and state partnership income tax returns for tax year 2019 and will file federal and state partnership income tax returns for tax year 2020 and for the period in tax year 2021 and thereafter before the effective date of any corporate classification election filed by Borrower.

3.9 Encumbrances and Intellectual Property Assets

Borrower, its assets (including its contract rights in and to the Valor Facility under the Pre-Existing Capital Lease Agreement and the SNDA) and the Valor Facility are not subject to any Liens or encumbrances, except for (i) Liens granted in connection with the Transaction Documents on even date herewith, (ii) Liens granted in favor of LSB or Tenant in connection with or related to the Pre-Existing Capital Lease Agreement, SNDA or related LSB Documents, (iii) any zoning, entitlement, building and other land use regulations that do not materially impair, prohibit or restrict the occupancy or current or intended use of the Premises, (iv) covenants, conditions, restrictions, easements and other similar matters of record affecting title to the Premises which do not materially impair, prohibit or restrict the occupancy or current or intended use of the Premises, (v) the LSB Mortage, (vi) the Office Building Sublease, and (vii) any lien or encumbrance that will be satisfied or removed at or prior to the Initial Funding.

Intellectual property owned or possessed by Borrower, or which Borrower has the right to use pursuant to a valid and enfoceable written agreement or permission: NONE.

3.10 Assets

Schedules to Note Purchase Agreement 32

Intellectual property owned or possessed by Borrower, or which Borrower has the right to use pursuant to a valid and enfoceable written agreement or permission: NONE.

Borrower intends to enter into an intellectual property license or use agreement with the Engineering firm or other EPC contractors who will provide the design and engineering and construction services to Borrower to construct or install the Valor Facility retrofit/upgrades and equipment, in order to use the intectual property of such persons to operate, maintain or expand the Valor Facility retrofit. As of the Effective Date, Borrower’s sole asset is its leasehold interest in the Valor Facility on, under and subject to the Pre-Existing Capital Lease Agreement, the SNDA and related Lease Documents and, as of the Closing Date, the LSB Documents.

3.11 Conformity with Law

Any conflict or non-conformity with any Legal Requirement related to or arising under the issuance or sale of the Closing Stock Capital Contribution.

3.13 Permits

Any Permits required or proper in the ordinary course of business for Borrower to perform its obligations under this Agreement, or in connection with Borrower’s leasing or owning, constructing, operating, or developing the Valor Facility or the Borrower Business.

3.14 Contracts

Borrower’s predecessor-in-interest in the Pre-Existing Capital Lease Agreement (LPN), PSF and LSB negotiated and entered into an amendment to the Pre-Existing Capital Lease Agreement effective December 1, 2020, which amendment included a revised Schedule B amortization schedule for repayment of the LSB debt on the Valor Facility and Leased Equipment.

3.16 Insurance

LPN currently has in place the insurance policies on the Premises and Lease Equipment as is required by Tenant under the Pre-Existing Capital Lease Agreement and SNDA.

3.17 Affiliated Transactions

Borrower Managers appointed by LPN have an interest in LPN, LPN Corporation, PELLC and Lakeview Energy, LLC.

Schedules to Note Purchase Agreement 33

EXHIBIT A

LETTER AGREEMENT

Schedules to Note Purchase Agreement 34

EXHIBIT B

BORROWER’S CORPORATE DOCUMENTS

Schedules to Note Purchase Agreement 35

EXHIBIT C

DISBURSEMENT INSTRUCTIONS

Schedules to Note Purchase Agreement 36

EXHIBIT D

NOTE

Schedules to Note Purchase Agreement 37

EXHIBIT E

CAPITAL LEASE AMORTIZATION SCHEDULE

Schedules to Note Purchase Agreement 38

Schedules to Note Purchase Agreement 39

THIS NOTE HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THIS NOTE HAS BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

Issuance Date: July 23, 2021 Principal: $17,000,000.00

Maturity Date: July 31, 2026 Note Number: LODE 103

LP BIOSCIENCES LLC

Secured Promissory Note

FOR VALUE RECEIVED, LP BIOSCIENCES LLC, a Wyoming limited liability company (the “Borrower”) hereby promises to pay to the order of COMSTOCK MINING INC., a Nevada corporation (“Holder”) the sum of $17,000,000.00 (the “Principal”) on or before July 31, 2026, (the “Maturity Date”), and (ii) interest (“Interest”) on any outstanding Principal at the applicable Interest Rate (as defined below) from the date that the Borrower receives or received funds from Holder until the same is paid, whether upon the Maturity Date or acceleration, redemption or otherwise (in each case in accordance with the terms hereof) pursuant to the terms of this Secured Promissory Note (the “Note”), provided, for the avoidance of doubt, the outstanding Principal for purposes of Interest payable thereon under this Note shall equal (i) the sum of the Advance Payment, plus the amount of the Initial Funding, plus the aggregate amount of any Subsequent Funding, (ii) multiplied by 1.133333. For the sake of clarity, the Principal represents the purchase price of $15,000,000 plus an original issue discount of $2,000,000. This Note is issued on and subject to the terms and conditions of that certain Note Purchase Agreement of even date herewith (“Note Purchase Agreement”), and secured by that certain Security Agreement of even date herewith (the “Security Agreement”), in each case by and among the Borrower and the Holder.

1.Payment. The Borrower shall pay to the Holder the Principal, plus accrued but unpaid interest on or before the Maturity Date. All payments received by the Holder shall be applied first to the Holder’ costs and expenses (if any), then to accrued but unpaid interest and then to outstanding principal. Interest shall accrue on the outstanding Face Amount of this Note at a rate of 13.5% per year (“Interest Rate”). At any time that an Event of Default (as defined below) has occurred and is continuing, the Interest Rate shall be equal to 20% per year (“Default Rate”). Interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law. Monthly payment pursuant to the amortization schedule (“Amortization Schedule”) attached hereto (such scheduled monthly payment, the “LPB Monthly Installment”) shall commence on the earlier to occur of August 31, 2022, or 90 days after the date on which Borrower commences production and commercial sales (the “Payment Start Date”). Interest shall accrue on the outstanding Principal balance of this Note at the Interest Rate, commencing on the date of each advance on this Note until the Note is paid in full. No interest payments shall be payable until the Payment Start Date. All accrued and unpaid interest shall be due and payable commencing on the Payment Start Date on the date of each scheduled amortization thereafter in accordance with the Amortization Schedule. Borrower shall pay the LPB Monthly Installment to Holder by wire transfer or as other otherwise directed by the Holder on the first day of the month immediately following a Payment Start Date. In any given month, if 20% of the Borrower’s Adjusted Cash Flow (defined as the sum of (i) monthly gross cash receipts from sales, less (ii) scheduled principal and interested payments due on the LSB Documents for that month, less (iii) total variable costs, operating expenses, maintenance costs, tax payments, permitted tax distributions made by Borrower pursuant to its amended and restated operating agreement of even date herewith and other costs and expenses incurred in the ordinary course of business, as reasonably determined by the Management Committee of the Borrower) exceeds the LPB Monthly Installment that would otherwise be payable for such month (any such excess amount, the “Excess Mandatory Prepayment Amount”), then, the Borrower shall pay Holder 20% of the Borrower’s Adjusted Cash Flow instead of the scheduled LPB Monthly Installment for that month (“Mandatory Prepayment”), so long as the amount of the LPN Preferred Cash Flow Sweep distribution for that month and the amount of any LSB Prepayment due on the LSB Documents for that month is made (or paid or reserved) at the same

012 - LPB - $17MM Secured Promissory Note - CM.20210723 - EXECUTION.docx 1

4836-8000-4079.13

time as the Mandatory Prepayment, on a pari passu basis both in time and in amount with the Excess Mandatory Prepayment Amount. In the event of any pre-payment (including any Mandatory Prepayment), the amount of such prepayment shall be increased to the extent that the extended internal rate of return received by Holder on any such prepayment is less than 20% with respect to the Principal amount paid (inclusive of the original issue discount). The principal portion of prepayments made hereunder (i.e., the portion of such prepayments remaining after the payment of accrued and unpaid principal and after giving effect to any Mandatory Prepayment) shall be applied against Principal and applied against and reduce the monthly payments of Principal set forth in the amortization schedule, starting with the last such monthly payment of Principal and continuing with the other monthly payments of Principal in reverse chronological order. On the date of any partial prepayment of the Note, Holder shall deliver to Borrower a copy of an updated amortization schedule with respect to the Note setting forth the amount of the installment payments to be made thereon after the date of such prepayment, the allocation of principal and interest for each installment and the unpaid principal balance of the Note after each such installment payment. All payments of this Note shall be applied first in payment of unpaid accrued interest and any remainder in payment of Principal.

2.Representations and Warranties. Borrower hereby represents and warrants to the Holder that the following are true and correct as of the date hereof: (i) Borrower has the requisite power and authority to enter into and perform its obligations under this Note and any related agreements, in accordance with the terms hereof and thereof; (ii) the execution and delivery of this Note and any related agreements (including without limitation the Note Purchase Agreement dated as of the date hereof) by the Borrower and the consummation by it of the transactions contemplated hereby and thereby, have been duly authorized by their respective Board of Directors and/or Manager of the Borrower and no further consent or authorization is required by the Borrower, or its Board of Directors, Manager, members or stockholders; (iii) this Note and any related agreements have been duly executed and delivered by the Borrower; (iv) this Note and any related agreements, constitute the valid and binding obligations of the Borrower enforceable against it in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors’ rights and remedies.

3.Events of Default. An “Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body) shall have occurred and be continuing: (i) the Borrower’ failure to pay to the Holder any amount of Principal, Interest or other amounts when and as due and payable under this Note; (ii) the Borrower or any subsidiary of the Borrower shall commence, or there shall be commenced against the Borrower or any subsidiary of the Borrower under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Borrower or any subsidiary of the Borrower commences, or there shall be commenced against the Borrower or any subsidiary of the Borrower, any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Borrower or any subsidiary of the Borrower, in each case which remains un-dismissed for a period of 61 days; or the Borrower or any subsidiary of the Borrower is adjudicated insolvent or bankrupt pursuant to a final, non-appealable order; or any order of relief or other order approving any such case or proceeding is entered; or the Borrower or any subsidiary of the Borrower suffers any appointment of any custodian, private or court appointed receiver or the like for it or any substantial part of its property which continues un-discharged or un-stayed for a period of 61 days; or the Borrower or any subsidiary of the Borrower makes a general assignment for the benefit of creditors; or the Borrower or any subsidiary of the Borrower shall admit in writing that it is unable to pay its debts generally as they become due; or the Borrower or any subsidiary of the Borrower shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or any corporate or other action is taken by the Borrower or any subsidiary of the Borrower for the purpose of effecting any of the foregoing; (iii), any event which constitutes an event of default by the Borrower under the Security Agreement of even date herewith among the Borrower and the Holder or any agreements entered into or delivered by the Borrower in connection herewith or therewith; (iv) Borrower’s failure to timely design, engineer, procure, construct, commission, start-up, train, and performance test the Valor Facility (as defined in the Letter Agreement), in accordance with the Valor Facility retrofit Master Project Schedule and Project Spend Plan and the EPC Agreements, and Borrower’s failure to take satisfactory action to cure such non-performance within 60 days of receipt of written notice from Holder; and (v) any breach of a covenant or agreement of the Borrower under the Note Purchase Agreement dated as of the date

012 - LPB - $17MM Secured Promissory Note - CM.20210723 - EXECUTION.docx 2

4836-8000-4079.13

hereof provided, however, that, notwithstanding the foregoing or anything else in this Note or Security Agreement or Note Purchase Agreement or any agreements entered into or delivered by the Borrower in connection herewith or therewith to the contrary, (i) the occurrence of any fact, event or circumstance arising under or related to or giving rise to any Section 7.2.2(v)-(viii) Indemnifiable Event (as defined in Section 7.2.2 in the Note Purchase Agreement) or (ii) any MANA default under any agreement by, between or among, et al., MANA corporation and Holder, shall not constitute an Event of Default by Borrower, may not cause or give rise to an Event of Default by Borrower, and shall not constitute or give rise to an event of breach by Borrower.

4.Remedies Upon Default. During the time that any portion of this Note is outstanding, if any Event of Default has occurred, (a) the unpaid Principal of the Note and the Interest accrued thereon shall be immediately and automatically due and payable without necessity of further action and the same shall thereupon become immediately due and payable without protest, presentment, demand or notice, which are hereby expressly waived by Borrower; (b) Holder shall be entitled to exercise its right of setoff against any money, funds, or credits of the Borrower now or at any time hereafter in the possession of, in transit to or from, under the control or custody of or on deposit with, Holder or any affiliate of Holder in any capacity whatsoever; and (c) Holder shall be entitled exercise any or all rights, powers and remedies provided for in the related agreements or documents executed in connection with the issuance of this Note or now or hereafter existing at law, in equity, by statute or otherwise. Each right, power and remedy of Holder hereunder or now or hereafter existing at law, in equity, by statute or otherwise shall be cumulative and concurrent, and the exercise or beginning of the exercise of any one or more of them shall not preclude the simultaneous or later exercise by Holder of any or all such other rights, powers or remedies. No failure or delay by Holder to insist upon the strict performance of any one or more provisions of this Note or of the related agreements or to exercise any right, power or remedy consequent upon a default hereunder shall constitute a waiver thereof or preclude Holder from exercising any such right, power or remedy. By accepting full or partial payment after the due date of any amount of principal of or interest on this Note, or other amounts payable on demand, Holder shall not be deemed to have waived the right either to require prompt payment when due and payable of all other amounts of principal of or interest on this Note or other amounts payable on demand, or to exercise any rights and remedies available to it in order to collect all such other amounts due and payable under this Note. Borrower shall pay any and all issue taxes, documentary stamp taxes, and other taxes that may be payable in respect of the issuance or delivery of this Note.

5.Reissuance of this Note. Upon receipt by the Borrower of evidence reasonably satisfactory to the Borrower of the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of an indemnification undertaking by the Holder to the Borrower in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Borrower shall execute and deliver to the Holder a new Note representing the outstanding Principal which Note (i) shall be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding (iii) shall have an issuance date, as indicated on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions as this Note, and (v) shall represent accrued and unpaid Interest from the Issuance Date.

6.Notices. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing and will be deemed to have been delivered: upon receipt, when delivered personally; upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending party); or one (1) Business Day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to receive the same. Written confirmation of receipt given by the recipient of such notice, consent, waiver or other communication, mechanically or electronically generated by the sender’s facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such transmission, or provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in accordance with the above, respectively.

7.Liability. No provision of this Note shall alter or impair the obligations of the Borrower, which are absolute and unconditional, to pay the Principal of or Interest (if any) on, this Note at the time, place, and rate, and in the currency, herein prescribed. This Note is a direct obligation of the Borrower. As long as this Note is outstanding, the Borrower shall not and shall cause its subsidiaries not to, without the consent of the Holder, amend

012 - LPB - $17MM Secured Promissory Note - CM.20210723 - EXECUTION.docx 3

4836-8000-4079.13

its articles of incorporation, bylaws or other charter documents so as to adversely affect any rights of the Holder under this Note, or enter into any agreement with respect to any of the foregoing.

8.Governing Law. All rights and obligations hereunder and thereunder, including matters of construction, validity, and performance, shall be governed by and construed in accordance with the law of the State of Nevada and are intended to take effect as sealed instruments. The Borrower hereby irrevocably submits to the jurisdiction of any federal or state court located within Washoe County, Nevada.

9.Expenses. If an Event of Default has occurred, then the Borrower shall reimburse the Holder promptly for all out-of-pocket fees, costs and expenses, including, without limitation, reasonable attorneys’ fees and expenses incurred by the Holder in any action in connection with this Note, including, without limitation, those incurred: (i) during any workout, attempted workout, and/or in connection with the rendering of legal advice as to the Holder’ rights, remedies and obligations; (ii) collecting any sums which become due to the Holder in accordance with the terms of this Note; (iii) defending or prosecuting any proceeding or any counterclaim to any proceeding or appeal; or (iv), the protection, preservation or enforcement of any rights or remedies of the Holder. The obligation of the Borrower to pay all such costs and expenses shall not be merged into any judgment by confession against the Borrower. All of such costs and expenses shall bear interest at the Interest Rate, from the date of payment by Holder until repaid in full.

10.Waiver. Any waiver by the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Holder to insist upon strict adherence to any term of this Note on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Note. Any waiver must be in writing.

11.Severability. If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any Interest or other amount deemed Interest due hereunder shall violate applicable laws governing usury, the applicable rate of Interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. Each of the Borrower covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Borrower from paying all or any portion of the Principal of or Interest on this Note as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this Note, and each of the Borrower (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law had been enacted.

12.Assignment. Assignment of this Note by the Borrower shall be prohibited without the prior written consent of the Holder. Holder shall be entitled to assign this Note in whole to any person or entity without consent. This Note shall not be interpreted as being, (a) an instrument issued in bearer or registered form, provided however, the Note is intended to represent a debt instrument, (b) a type of instrument commonly dealt in on securities exchanges or markets or, commonly recognized in any area in which it is issued or dealt in as a medium for investment, or (c) one of a class or series or by its terms divisible into a class or series of shares, participations, interests, or obligations.

13.JURY TRIAL. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES’ ACCEPTANCE OF THE SECURITIES PURCHASE AGREEMENT AND THIS NOTE.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

- SIGNATURE PAGE FOLLOWS]

012 - LPB - $17MM Secured Promissory Note - CM.20210723 - EXECUTION.docx 4

4836-8000-4079.13

012 - LPB - $17MM Secured Promissory Note - CM.20210723 - EXECUTION.docx 5

4836-8000-4079.13

IN WITNESS WHEREOF the parties have duly executed, or caused their duly authorized representative, to execute this Note as of the date first above written.


LP BIOSCIENCES LLC


By: ___________________________
Name: Jim Galvin
Title: Manager

COMSTOCK MINING INC.


By: ___________________________
Name: Corrado De Gasperis
Title: Executive Chairman & Chief Executive Officer

012 - LPB - $17MM Secured Promissory Note - CM.20210723 - EXECUTION.docx 6

4836-8000-4079.13

SCHEDULE A

AMORTIZATION SCHEDULE

012 - LPB - $17MM Secured Promissory Note - CM.20210723 - EXECUTION.docx 7

4836-8000-4079.13

LPB PARTNERSHIP INTEREST PURCHASE AGREEMENT

This Partnership Interest Purchase Agreement (this “Agreement”) is made and entered into effective July 23, 2021 (the “Effective Date”), by and between COMSTOCK MINING INC., a Nevada corporation (“Buyer” or “COMSTOCK”), and LP NUTRITION LLC, a Delaware limited liability company (“Seller” or “LPN”). Buyer and Seller are referred to each as a “Party” and collectively as the “Parties” herein).

LP BIOSCIENCES LLC, a Wyoming limited liability company (the “Company”), joins in the execution of this Agreement, not as a party to the purchase and sale transaction between Buyer and Seller, but solely for the express purposes set forth in this Agreement.

RECITALS

WHEREAS, effective 12:01 a.m. CDT on July 19, 2021, pursuant to the LPN Contribution Agreement attached hereto as Exhibit A, Seller contributed all of its right, title and interest in and to the Lease Agreement (as defined therein) representing Seller’s Leasehold Interest (as defined therein) in and to the Valor Facility to the Company in consideration for a 100% transferable interest in the Company, which transferable interest is represented by 1,000,000 Class A Units in the Company;

WHEREAS, effective 12:01 a.m. CDT on July 19, 2021, in accordance with the LPN Contribution Agreement, pursuant to the LPN Assignment and Bill of Sale (Lease) and LPB Assumption Agreement (Lease) attached hereto as Exhibit B-1 and Exhibit B-2, respectively, Seller assigned all of its right, title and interest in and to the Lease Agreement and Seller’s Leasehold Interest in and to the Valor Facility to the Company, and the Company assumed and agreed to discharge Seller’s obligations and liabilities under the Lease Agreement;

WHEREAS, effective July 19, 2021, Seller assigned a 1% membership Interest in the Company represented by 10,000 Class A Units in the Company to LPN Corporation, a Minnesota corporation (“Corporate Affiliate”) pursuant to the LPN Assignment and Bill of Sale (LLC Interest) attached hereto as Exhibit C;

WHEREAS, as a result of the foregoing transactions, Seller is a member of the Company and as of July 19, 2021 holds a 99% membership Interest in the Company, which membership Interest is represented by 990,000 Class A Units in the Company, and Corporate Affiliate is a member of the Company and as of July 19, 2021 holds a 1% membership Interest in the Company, which membership Interest is represented by 10,000 Class A Units in the Company;

WHEREAS, effective July 23, 2021, Seller desires to sell to Buyer and Buyer desires to purchase from Seller a 50% membership Interest in the Company, which membership Interest is represented by 500,000 Class A Units in the Company (the “Class A Units”), as such terms are defined in, and which membership Interest represented by the Class A Units shall be governed by, the Amended and Restated Operating Agreement of the Company adopted by the Members of the Company effective as of July 23, 2021;

WHEREAS, upon and simultaneous with the consummation of the purchase and sale transaction hereunder, effective as of July 23, 2021 (i) the Company will issue a non-membership Interest in the Company represented by 3,500,000 Class B Units in the Company to COMSTOCK in consideration of COMSTOCK’s contribution of 3,500,000 shares of COMSTOCK common stock to the Company pursuant to the terms of the Comstock Contribution Agreement of even date herewith attached hereto as Exhibit D, and (ii) Seller and Buyer as Members of the Company will adopt and enter into the Amended and Restated Operating Agreement of the Company in the form attached hereto as Exhibit E effective as of July 23, 2021 (the “LPB AR Operating Agreement”).

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties, and covenants herein contained, the Parties agree as follows:

ARTICLE I

024 - LPB Partnership Interest Purchase Agreement - CM.20210720 - EXECUTION.docx 1

PURCHASE AND SALE OF OWNERSHIP INTERESTS

Section 1.1. Purchase and Sale Transaction.

Subject to the terms and conditions set forth in this Agreement and the consummation of the transactions contemplated by this Agreement, effective as of July 23, 2021 (hereinafter referred to as the “Closing Date”) and for the consideration specified in Section 1.2, Buyer shall purchase from Seller, and Seller shall sell, transfer, assign and convey to Buyer, free and clear of any and all liens, claims, encumbrances, security interests, or options whatsoever, effective July 23, 2021, all of Seller’s right, title and interest in and to Seller’s 50% membership interest (the “Membership Interest”) in LP BIOSCIENCES LLC, a Wyoming limited liability company (the “Company”), which Membership Interest shall be and is represented by 500,000 Class A Units of the Company (the “Class A Units”), and all of Seller’s rights and other benefits in respect of the Membership Interest and the Class A Units to which a holder of the Membership Interest and the Class A Units may be entitled under the Amended and Restated Operating Agreement of the Company adopted by the Members of the Company effective as of July 23, 2021 (the “LPB AR Operating Agreement”), pursuant to the LPN Assignment and Bill of Sale (LLC Interest) in the form attached hereto as Exhibit F.

Section 1.2. Purchase Price and Allocation.

(a) As consideration for the sale, transfer, and assignment of the Membership Interest represented by the Class A Units and for the covenants of Seller provided for herein, Seller agrees to accept and Buyer agrees to pay Seller the following consideration:


Consideration:
	Credit for Prior Payment	$ 1,500,000
	Escrowed Funds to be Later Released	$ 500,000
	Promise to Pay From Stock Sale Proceeds	$ 3,000,000
	Agreement that LPN will have a $5M Preference	$ 5,000,000
		$ 10,000,000

(b) The payment of the consideration shall be due and payable and shall be made by or on behalf of Buyer at the times and in accordance with LPB AR Operating Agreement or, with respect to the Escrowed Funds, in accordance with the escrow agreement governing the release of the Escrowed Funds to Seller.

(c) Buyer and Seller agree to cause the Company to make a Section 754 election in connection with the purchase and sale transaction contemplated by this Agreement, and that the allocation of the Purchase Price among the assets of the Company and the deemed distribution to Buyer under Section 752(b) of the Internal Revenue Code of 1986, as amended (the “Code”) shall be made in a manner consistent with the LPB AR Operating Agreement. Buyer and Seller agree to report, act and file all tax returns in all respects and for all purposes, including for purposes of Section 751 of the Code, consistent with such allocation. Neither Buyer nor Seller shall take any position (whether in audits, tax returns or otherwise) that is inconsistent with such allocation unless required to do so as a result of a determination within the meaning of Section 1313(a) of the Code.

Section 1.3. The Closing.

The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place electronically, or such other place as the Parties may agree upon, effective July 23, 2021 (the “Closing Date”).

Section 1.4. Deliveries at the Closing.

At the Closing, (a) Seller shall deliver to Buyer the LPN Assignment and Bill of Sale (LLC Interest) in the form attached hereto as Exhibit F, (b) Buyer will deliver to the Company the Comstock Contribution Agreement in

024 - LPB Partnership Interest Purchase Agreement - CM.20210723 - EXECUTION.docx 2

the form attached hereto as Exhibit D, (c) the Company will issue a non-membership Interest in the Company represented by 3,500,000 Class B Units in the Company to Buyer in consideration of Buyer’s contribution of 3,500,000 shares of COMSTOCK common stock to the Company pursuant to the terms of the Comstock Contribution Agreement, (d) Seller shall deliver to Buyer certificates or other instruments representing the LPB Ownership Interest being bought and sold hereunder in accordance with the LPB AR Operating Agreement, (e) Buyer and Seller shall adopt and enter into the Amended and Restated Operating Agreement of the Company in the form attached hereto as Exhibit E as Members of the Company effective as of July 23, 2021 (the “LPB AR Operating Agreement”) and (f) Buyer will deliver to Seller the purchase price described in and at the times and in accordance with Section 1.2 hereof by wire transfer to a bank account designated by Seller.

ARTICLE II

OTHER AGREEMENTS OF THE PARTIES

Section 2.1 Simultaneous Transactions.

At the Closing, Buyer agrees to deliver to the Company the Comstock Contribution Agreement in the form attached hereto as Exhibit D, and the Company agrees to issue a non-membership Interest in the Company represented by 3,500,000 Class B Units in the Company to Buyer in consideration of Buyer’s contribution of 3,500,000 shares of COMSTOCK common stock to the Company pursuant to the terms of the Comstock Contribution Agreement. The Parties agree that the foregoing transactions together with entering into the LPB AR Operating Agreement shall occur simultaneous with the purchase and sale transaction contemplated by this Agreement.

Section 2.2 Certain Definitions.

Buyer and Seller agree that as used herein the capitalized terms (i) “LPB Ownership Interest” shall have the meaning ascribed to such term in the LPN Assignment and Bill of Sale in the form attached hereto as Exhibit G, (ii) “Lease Agreement” and “Leasehold Interest” and “SNDA” and “Memorandum of Lease” shall have the meaning ascribed to such term in the LPN Assignment and Bill of Sale (Lease) attached hereto as Exhibit B-1, (iii) the “Premises” and the “Leased Equipment” shall have the meaning ascribed to such term in the Lease Agreement, (iv) “Office Building Sublease” shall have the meaning ascribed to such term in the LPB Note Purchase Agreement (as defined in Section 3.1(h) below) and Schedule 2.3 thereto, and (v) “Closing Stock Capital Contribution” shall have the meaning ascribed to such term in Schedule 2.1 to the LPB Note Purchase Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES CONCERNING THE PARTIES AND THE TRANSACTION

Section 3.1. Representations and Warranties of Seller.

Seller hereby represents and warrants to Buyer that the statements contained in this Section 3.1 are correct and complete as of the Closing Date.

(a) Seller’s name is LP Nutrition LLC; Seller is a Delaware limited liability company with principal address at 300 West Adams Street, Suite 830, Chicago, Illinois 60606; and Seller is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization and in any jurisdiction in which the failure to be qualified would impair its ability to enter into this Agreement or the enforceability of this Agreement.

(b) Seller has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

(c) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction or any government, governmental agency, or court to which Seller is subject or (ii) conflict with, result in a breach of, or constitute a default under (upon the giving of notice or lapse of time or

024 - LPB Partnership Interest Purchase Agreement - CM.20210723 - EXECUTION.docx 3

both), result in the acceleration of, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which Seller is a party or by which Seller is bound or to which the LPB Ownership Interest is subject.

(d) Seller has no liability or other obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which Buyer could become liable.

(e) Seller holds of record and owns beneficially the LPB Ownership Interest, which LPB Ownership Interest is fully paid, and free and clear of any restrictions on transfer (other than any restrictions under federal or state securities laws and the LPB AR Operating Agreement), liens, claims, encumbrances, security interests, options, warrants, purchase rights or other demands. Seller is not a party to any option, warrant, purchase right, or other contract or commitment that could require Seller to sell, transfer, or otherwise dispose of the LPB Ownership Interest (other than this Agreement and the LPB AR Operating Agreement). Seller has good and marketable title to the LPB Ownership Interest.

(f) Seller assigned all of its right, title and interest in and to a 1% Membership Interest in the Company represented by 10,000 Class A Units of the Company to Corporate Affiliate effective July 19, 2021. Seller has no plan or intention to re-acquire the 1% membership Interest in the Company represented by 10,000 Class A Units in the Company held by Corporate Affiliate.

(g) Seller assigned all of its right, title and interest in and to the Lease Agreement as Tenant to the Company effective July 19, 2021, and as of such date the Company is a party to the Lease Agreement as Tenant and successor-in-interest to Seller.

(h) The Company has good and marketable title to the Lease Agreement as Tenant and the Leasehold Interest created thereunder, free and clear of all liens, security interests and encumbrances, except any such liens, security interests or encumbrances granted in favor of Buyer on or after the Closing Date under the terms of the Note Purchase Agreement of even date herewith by and among Buyer, as lender and buyer of the Note, and the Company, as borrower (the “LPB Note Purchase Agreement”).

(i) The Company’s right, title and interest in, to and under the Lease Agreement as Tenant and the Company’s Leasehold Interest in the Premises and the Leased Equipment under the Lease Agreement is free and clear of all liens, security interests and encumbrances except (i) zoning, entitlement, building and other land use regulations that do not materially impair, prohibit or restrict the occupancy or current or intended use of the Premises, (ii) covenants, conditions, restrictions, easements and other similar matters of record affecting title to the Premises which do not materially impair, prohibit or restrict the occupancy or current or intended use of the Premises, (iii) the principal balance due on the Base Rent payable to Lincoln Savings Bank (“LSB”) under the Lease Agreement, as shown on the amended Base Rent Amortization Schedule attached to the Lease Agreement as Amended Exhibit B pursuant to the First Amendment to Lease Agreement, (iv) the Mortgage Lien in favor LSB to secure repayment of Landlord’s indebtedness to LSB, (v) the Memorandum of Lease, (vi) the SNDA, (vii) the Office Building Sublease, and (viii) any lien or encumbrance that will be satisfied or removed at or prior to the Initial Funding of Assignee’s project Valor financing (each of the foregoing, collectively, the “Permitted Encumbrances”), and except any such liens, security interests or encumbrances in favor of Buyer on or after the Closing Date under the terms of the LPB Note Purchase Agreement.

Except for the express representations and warranties of Seller set forth in Section 3.1(g), (h) and (i) above, Seller makes no other representations or warranties, express or implied, to Buyer regarding the Valor Facility, the Premises and the Leased Equipment or the condition thereof, the Land (as defined in the Lease Agreement) or any environmental condition or environmental hazard or pollution thereon or therein or the compliance thereof with any environmental laws, rules, regulations, orders, decrees or other governmental or private actions to which the Land is subject, and Seller expressly disclaims any and all such warranties express or implied and any liability to Buyer therefore or in connection therewith.

Section 3.2. Representations and Warranties of Buyer.

024 - LPB Partnership Interest Purchase Agreement - CM.20210723 - EXECUTION.docx 4

Buyer hereby represents and warrants to Seller that the statements contained in this Section 3.2 are correct and complete as of the Closing Date.

(a) Buyer is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization and in any jurisdiction in which the failure to be qualified would impair its ability to enter into this Agreement or the enforceability of this Agreement.

(b) Buyer’s Board of Directors has authorized this Agreement and the purchase of the LPB Ownership Interest hereunder and Buyer has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

(c) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (including but not limited to the issuance, contribution, sale and distribution of the net proceeds or in-kind distribution of the Closing Stock Capital Contribution in accordance with the Comstock Contribution Agreement and the LPB AR Operating Agreement) will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction or any government, governmental agency, or court to which Buyer is subject or any provision of Buyer’s organizational documents (including the Operating Agreement) or (ii) conflict with, result in a breach of, or constitute a default under (upon the giving of notice or lapse of time or both), result in the acceleration of, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which Buyer is a party or by which Buyer is bound.

(d) Buyer has no liability or other obligation to pay any fees or commissions to any broker, finder, or agent with respect to the transactions contemplated by this Agreement for which Seller could become liable.

ARTICLE IV

[INTENTIONALLY OMITTED]

ARTICLE V

POST-CLOSING COVENANTS

The Parties agree as follows with respect to the period following the Closing:

Section 5.1 Additional Instruments and Further Assurances.

The Parties agree to cooperate at all times from and after the Closing with respect to any of the matters described herein, and to execute such further deeds, bills of sale, assignments, releases, assumptions, notifications, or other documents or instruments as may be reasonably requested for the purpose of giving effect to, evidencing or giving notice of the purchase and sale transaction contemplated by this Agreement or the agreements of the Parties under this Agreement.

ARTICLE VI

[INTENTIONALLY OMITTED]

ARTICLE VII

REMEDIES FOR BREACHES OF THIS AGREEMENT

024 - LPB Partnership Interest Purchase Agreement - CM.20210723 - EXECUTION.docx 5

Section 7.1 Survival of Representations, Warranties and Covenants.

All of the representations, warranties and covenants of the Parties contained in this Agreement shall survive the Closing and continue in full force and effect for a period of two (2) years after the Closing Date and shall thereafter terminate and be of no further force or effect, except that (i) Seller’s representations and warranties set forth under Section 3.1(e) shall survive the Closing indefinitely, (ii) the covenants of the Parties contained in this Agreement with an express covenant period longer than two years shall survive the Closing and continue in full force and effect for the express covenant period, (iii) the respective rights and obligations of the Parties under Sections 7.2, 7.3 and 7.4 shall survive the Closing indefinitely, and (iv) any representation or warranty as to which a claim shall have been asserted during the survival period shall continue in effect with respect to such claim until such claim shall have been finally resolved or settled.

Section 7.2 Indemnification Provisions for Benefit of Buyer.

Seller agrees to indemnify, defend and hold Buyer harmless from and against all liabilities, obligations, claims, damages, causes of action, and costs and expenses including attorneys fees that are caused by, attributable to, result from or arise out of Seller’s breach of any representation, warranty or covenant of this Agreement; provided, however, that any claim for indemnification under this Section 7.2 with respect to a breach of a representation or warranty must be asserted in a written notice given to Seller on or prior to the expiration of the survival period for the representation or warranty to which the claim relates.

Section 7.3 Indemnification Provisions for Benefit of Seller.

Buyer agrees to indemnify, defend and hold Seller harmless from and against all liabilities, obligations, claims, damages, causes of action, and costs and expenses including attorneys fees that are caused by, attributable to, result from or arise out of (i) Buyer’s breach of any representation, warranty or covenant of this Agreement or (ii) ) the issuance, contribution or sale of the Closing Stock Capital Contribution, including without limitation, any liability of Seller or its managers or members based on claims of statutory underwriter status; provided, however, that any claim for indemnification under this Section 7.3 with respect to a breach of a representation or warranty or (ii) above must be asserted in a written notice given to Buyer on or prior to the expiration of the survival period for the representation or warranty to which the claim relates.

Section 7.4 Limitations.

Notwithstanding any provision to the contrary, no Party shall be entitled to any punitive, incidental, indirect, special or consequential damages resulting from or arising out of claims made pursuant to this Agreement.

ARTICLE VIII

[INTENTIONALLY OMITTED]

ARTICLE IX

MISCELLANEOUS

Section 9.1 Press Releases and Public Announcements; Confidentiality.

The Parties agree to treat and hold the material terms of this Agreement as confidential information and no press release or public announcement relating to the subject matter of this Agreement may be made without the prior written approval of Buyer and Seller; provided, however, that any Party may make any public disclosure it believes in good faith is required by applicable law, including the application of the securities laws (in which case the disclosing Party will use its reasonable best efforts to advise the other Parties prior to making the disclosure), and

024 - LPB Partnership Interest Purchase Agreement - CM.20210723 - EXECUTION.docx 6

provided further that any Party may disclose the transaction including purchase price contemplated by this Agreement to its members, accountants, attorneys and other professional consultants.

Section 9.2 No Third Party Beneficiaries.

This Agreement shall not confer any rights or remedies upon any person or entity other than the Parties and their respective successors and permitted assigns, except LPN Corporation. The Parties agree that LPN Corporation is an intended third party beneficiary of this Agreement and shall have the rights and remedies conferred upon the Parties under this Agreement.

Section 9.3 Entire Agreement.

This Agreement constitutes the entire agreement among the Parties regarding the transactions contemplated hereby and supersedes any prior understandings, agreements, or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof.

Section 9.4 Succession and Assignment.

This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other Party (which approval shall not be unreasonably withheld).

Section 9.5 Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument, and may be executed in whole or part by facsimile counterparts, each of which shall be original if original copies are executed and mailed to the Parties within three business days after sending by facsimile.

Section 9.6 Headings.

The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

Section 9.7 Notices.

All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given if (and then two business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below:

If to Buyer:

Mr. Corrado DeGasperis

COMSTOCK MINING INC.

117 American Flat Road

Virginia City, Nevada 89440

with a copy (which shall not constitute notice) to:

Mr. William McCarthy

MANA CORPORATION

117 American Flat Road

024 - LPB Partnership Interest Purchase Agreement - CM.20210723 - EXECUTION.docx 7

Virginia City, Nevada 89440

If to Seller:

Mr. Jim Galvin

LP NUTRITION LLC

300 West Adams Street, Suite 830

Chicago, Illinois 60606

with a copy (which shall not constitute notice) to:

LP BIOSCIENCES LLC

22234 K42

Merrill, Iowa 51038

Attention: President

Any Party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, expedited courier, messenger service, telecopy, telex, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth.

Section 9.8 Governing Law.

This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 9.9 Amendments and Waivers.

No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by each of the Parties. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

Section 9.10 Severability.

Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

Section 9.11 Expenses.

Each Party will bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby.

Section 9.12 Construction.

The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the

024 - LPB Partnership Interest Purchase Agreement - CM.20210723 - EXECUTION.docx 8

authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word "including" shall mean including without limitation. The Parties intend that each representation, warranty, and covenant contained herein shall have independent significance and must be true on their own terms.

Section 9.13 Incorporation of Exhibits.

Any Exhibits identified in this Agreement are incorporated herein by reference and made a part hereof.

Section 9.14 Specific Performance.

Each of the Parties acknowledges and agrees that the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter (subject to the provisions set forth in Section 9.15 below), in addition to any other remedy to which they may be entitled, at law or in equity.

Section 9.15 Submission to Jurisdiction.

Each of the Parties submits to the jurisdiction of any state or federal court sitting in the State of Iowa, in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court. Each of the Parties also agrees not to bring any action or proceeding arising out of or relating to this Agreement in any other court. Each of the Parties waives any defense of inconvenient forum to the maintenance of any action or proceeding so brought and waives any bond, surety, or other security that might be required of any other person with respect thereto. Each of the Parties appoints the person or persons to whom notices are directed in Section 9.7 as its agent to receive on its behalf service of copies of the summons and complaint and any other process that might be served in the action or proceeding.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

- SIGNATURE PAGE FOLLOWS]

024 - LPB Partnership Interest Purchase Agreement - CM.20210723 - EXECUTION.docx 9

IN WITNESS WHEREOF the parties have duly executed, or caused their duly authorized representative, to execute this Agreement.


BUYER:
COMSTOCK MINING INC.


By: ___________________________
Name: Corrado DeGasperis
Title: Chief Executive Officer

SELLER:
LP NUTRITION LLC


By: ___________________________
Name: Jim Galvin
Title: Manager

COMPANY:
LP BIOSCIENCES LLC


By: ___________________________
Name: Jim Galvin
Title: Manager

024 - LPB Partnership Interest Purchase Agreement - CM.20210723 - EXECUTION.docx 10

EXHIBIT A

LPN CONTRIBUTION AGREEMENT

4846-1859-5826\3

EXHIBIT B-1

LPN ASSIGNMENT AND BILL OF SALE (LEASE)

024 - LPB Partnership Interest Purchase Agreement - CM.20210723 - EXECUTION.docx 12

EXHIBIT B-2

LPB ASSUMPTION AGREEMENT (LEASE)

024 - LPB Partnership Interest Purchase Agreement - CM.20210723 - EXECUTION.docx 13

EXHIBIT C

LPN ASSIGNMENT AND BILL OF SALE (LLC INTEREST)

024 - LPB Partnership Interest Purchase Agreement - CM.20210723 - EXECUTION.docx 14

EXHIBIT D

COMSTOCK CONTRIBUTION AGREEMENT

024 - LPB Partnership Interest Purchase Agreement - CM.20210723 - EXECUTION.docx 15

EXHIBIT E

LPB AMENDED AND RESTATED OPERATING AGREEMENT

024 - LPB Partnership Interest Purchase Agreement - CM.20210723 - EXECUTION.docx 16

EXHIBIT F

LPN ASSIGNMENT AND BILL OF SALE (LLC INTEREST)

024 - LPB Partnership Interest Purchase Agreement - CM.20210723 - EXECUTION.docx 17

COMSTOCK FORMS JOINT VENTURE WITH LAKEVIEW ENERGY

Acquires 50% Stake in 200,000 Pound Per Day Hemp Extraction, Remediation, and Refinement Facility

VIRGINIA CITY, NEVADA, July 29, 2021 – Comstock Mining Inc. (NYSE: LODE) (“Comstock” and the “Company”) today announced the execution of a series of agreements with Lakeview Energy LLC (“Lakeview”) and its subsidiaries, pursuant to which the Company acquired 50% of the equity of Lakeview’s subsidiary, LP Biosciences LLC (“LPB”), and agreed to provide the financing needed to retrofit LPB’s pre-existing industrial scale solvent extraction and valorization facility in Merrill, Iowa (“LPB Facility”), for the production of an array of wholesale products from up to 200,000 pounds per day of industrial hemp. Comstock issued 3,500,000 restricted shares of its common stock to LPB in connection with its acquisition and financing commitments, and simultaneously acquired 100% of MANA Corporation (“MANA”), an industrial hemp technology development, marketing, and management company, for 4,200,000 restricted shares of Comstock common stock.

Industrial Scale Infrastructure

Industrial hemp is an extraordinary natural resource with tens of thousands of known applications, including food, feed, fuel, and fiber, and an array of emerging applications in batteries, bioplastics, and other renewable alternatives to fossil fuel derived products. However, hemp’s ability to produce over 400 natural phytochemicals, such as cannabidiol (“CBD”) and cannabigerol (“CBG”), has recently garnered significant attention as some of those chemicals are seen to have compelling potential in health and wellness applications. The corresponding green rush propelled global demand and sales of industrial hemp products to an estimated $1.9 billion as of 2020, and the industry is expected to grow to $6.9 billion worldwide by 2025, according to Hemp Industry Daily.

“The processing infrastructure needed to achieve those aspirations does not exist today at the scales and sophistication expected of mature supply chains for comparable commodities,” said MANA’s Chief Executive Officer, William McCarthy. “The absence of large scale capacity represents the hemp industry’s most significant bottleneck today. MANA is addressing that deficiency by acquiring and partnering with experienced agriproducts management teams and pre-existing industrial scale facilities in adjacent agricultural markets. We are excited to do so today with Comstock, Lakeview, and the LPB Facility, and we’re looking forward to making a market leading contribution to the debottlenecking and evolution of the industry.”

Mature Agriproducts Management

Lakeview is an experienced agriproducts management company that owns and operates three renewable fuels facilities, including two 55 million gallon dry mill corn ethanol facilities located in Ohio and Iowa, and a 10 million gallon per year biodiesel production facility located in Missouri. Importantly, LPB’s LPB Facility is ideally co-located with Lakeview’s ethanol facility in Iowa, where the two facilities can exploit operational and other synergies to maximize throughput, profitability, and cash flow. Comstock’s and MANA’s agreements with Lakeview call for Lakeview to provide construction, operating, administrative, logistics, commodities, risk management and other services to LPB as the parties work together to build, operate and grow the LPB Facility. MANA additionally agreed to provide a suite of complimentary technology, marketing and other management services, with a focus on acquiring and using pre-existing and new feedstock and offtake arrangements to fill the LPB Facility.

“Industrial hemp has remarkable potential in several important respects, including its potential for new jobs and stimulating economic, environmental and social value creation in our community,” said Jim Galvin, Lakeview’s Chief Executive Officer. “We’re pleased to partner with Comstock and MANA as we upgrade and use the LPB Facility to provide comprehensive hemp extraction, remediation, and refinement services at scales that are currently unheard of in the hemp industry.”

Industry Leading Scale, Quality, Compliance, and Flexibility

Comstock’s Executive Chairman and Chief Executive Officer, Corrado DeGasperis, added: “We are proud to have assembled a world class asset with a team of industry veterans, process engineers, and partners to rapidly retrofit and

commence operations with the LPB Facility, thereby setting a global standard for quality, compliance, consistency, flexibility and speed at an extraordinary scale. Once retrofits are complete in mid-2022, the LPB Facility will generate significant free cash flow by servicing the most astute, demanding, and rapidly growing buyers of wholesale hemp products with custom tailored solutions.”

The LPB Facility is conservatively expected to scale up to its initial nameplate capacity exceeding 200,000 pounds per day and 36,500 tons per year of industrial hemp over its first three years of operations, as it extracts, remediates, and refines oil from industrial hemp to generate annualized revenues exceeding $53,000,000, $154,000,000, and $409,000,000 per year during LPB’s first, second, and third full years of operations, respectively, as shown in the following excerpt from LPB’s internal projections:

2022 2023 2024 2025

Throughput (tons per year) 5,000 9,125 18,250 36,500

Throughput (pounds per day) 27,397 50,000 100,000 200,000

Revenue ($000s per year) $ 12,500 $ 53,157 $ 154,657 $ 409,824

Ecosystem of Strategic Feedstocks, Processes and Products

DeGasperis concluded: “Comstock is focused on the rapid and simultaneous maximization of financial, natural, and social impact, in large part by building an ecosystem of strategic extraction and valorization facilities with complimentary feedstocks and products. In this example, the LPB Facility’s revenue estimates are based only on the oil fraction of industrial hemp, which corresponds to a small portion of total feedstock biomass. The rest of that biomass is mostly comprised of cellulose with many known co-product applications, as well as some very exciting new applications that we are actively evaluating for use in our existing and planned new decarbonization efforts.”

About Comstock Mining Inc.

Comstock Mining Inc. (NYSE: LODE) (the “Company”) is an emerging innovator and leader in the sustainable extraction, valorization, and production of scarce natural resources, with a focus on high value strategic materials that are essential to meeting the rapidly increasing global demand for clean energy, carbon-neutrality, and natural products. To learn more, please visit www.comstockmining.com.

Forward-Looking Statements

This press release and any related calls or discussions may include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, are forward-looking statements. The words “believe,” “expect,” “anticipate,” “estimate,” “project,” “plan,” “should,” “intend,” “may,” “will,” “would,” “potential” and similar expressions identify forward-looking statements, but are not the exclusive means of doing so. Forward-looking statements include statements about matters such as: consummation of all pending transactions; project, asset or Company valuations; future industry market conditions; future explorations, acquisitions, investments and asset sales; future performance of and closings under various agreements; future changes in our exploration activities; future estimated mineral resources; future prices and sales of, and demand for, our products; future operating margins; available resources; environmental conservation outcomes; future impacts of land entitlements and uses; future permitting activities and needs therefor; future production capacity and operations; future operating and overhead costs; future capital expenditures and their impact on us; future impacts of operational and management changes (including changes in the board of directors); future changes in business strategies, planning and tactics and impacts of recent or future changes; future employment and contributions of personnel, including consultants; future land sales, investments, acquisitions, joint ventures, strategic alliances, business combinations, operational, tax, financial and restructuring initiatives; the nature and timing of and accounting for restructuring charges and derivative liabilities and the impact thereof; contingencies; future environmental compliance and changes in the regulatory environment; future offerings of equity or debt securities; asset sales and associated costs; future working capital, costs, revenues, business opportunities, debt levels, cash flows, margins, earnings and growth. These statements are based on assumptions and assessments made by our management in light of their experience and their perception of historical and current trends, current conditions, possible future developments and other factors they believe to be appropriate. Forward-looking statements are not guarantees, representations or warranties and are subject to risks and uncertainties, many of which are unforeseeable and beyond our control and could cause actual results, developments and business decisions to differ materially from those

contemplated by such forward-looking statements. Some of those risks and uncertainties include the risk factors set forth in our filings with the SEC and the following: counterparty risks; capital markets’ valuation and pricing risks; adverse effects of climate changes or natural disasters; global economic and capital market uncertainties; the speculative nature of gold or mineral exploration, including risks of diminishing quantities or grades of qualified resources; operational or technical difficulties in connection with exploration or mining activities; contests over title to properties; potential dilution to our stockholders from our stock issuances and recapitalization and balance sheet restructuring activities; potential inability to comply with applicable government regulations or law; adoption of or changes in legislation or regulations adversely affecting businesses; permitting constraints or delays; decisions regarding business opportunities that may be presented to, or pursued by, us or others; the impact of, or the non-performance by parties under agreements relating to, acquisitions, joint ventures, strategic alliances, business combinations, asset sales, leases, options and investments to which we may be party; changes in the United States or other monetary or fiscal policies or regulations; interruptions in production capabilities due to capital constraints; equipment failures; fluctuation of prices for gold or certain other commodities (such as silver, zinc, cyanide, water, diesel fuel and electricity); changes in generally accepted accounting principles; adverse effects of terrorism and geopolitical events; potential inability to implement business strategies; potential inability to grow revenues; potential inability to attract and retain key personnel; interruptions in delivery of critical supplies, equipment and raw materials due to credit or other limitations imposed by vendors or others; assertion of claims, lawsuits and proceedings; potential inability to satisfy debt and lease obligations; potential inability to maintain an effective system of internal controls over financial reporting; potential inability or failure to timely file periodic reports with the SEC; potential inability to list our securities on any securities exchange or market; inability to maintain the listing of our securities; and work stoppages or other labor difficulties. Occurrence of such events or circumstances could have a material adverse effect on our business, financial condition, results of operations or cash flows or the market price of our securities. All subsequent written and oral forward-looking statements by or attributable to us or persons acting on our behalf are expressly qualified in their entirety by these factors. Except as may be required by securities or other law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Neither this press release nor any related calls or discussions constitutes an offer to sell, the solicitation of an offer to buy or a recommendation with respect to any securities of the Company, the fund or any other issuer.


Contact Information
Comstock Mining Inc. P.O. Box 1118 Virginia City, NV 89440 www.comstockmining.com	Corrado De Gasperis Executive Chairman & CEO Tel (775) 847-4755 degasperis@comstockmining.com	Zach Spencer Director of External Relations Tel (775) 847-5272 Ext.151 questions@comstockmining.com