0001120970-15-000027 Sample Contracts

RESTRUCTURING AGREEMENT
Restructuring Agreement • July 29th, 2015 • Comstock Mining Inc. • Gold and silver ores • Nevada

THIS RESTRUCTURING AGREEMENT (the “Agreement”) is made this 29th day of July, 2015, (“Effective Date”) by and among Northern Comstock LLC (“Northern Comstock”) and Comstock Mining Inc., as a member of Northern Comstock (“Comstock Mining”), DWC Resources Inc., as a member of Northern Comstock (“DWC”), The InterGroup Corporation, a shareholder of Comstock Mining (“InterGroup”), Santa Fe Financial Corporation, a shareholder of Comstock Mining and subsidiary of InterGroup (“Santa Fe”), Portsmouth Square, Inc., a shareholder of Comstock Mining and subsidiary of Santa Fe (“Portsmouth”), and John V. Winfield, as a member and manager of Northern Comstock (“Winfield,” and together with Northern Comstock, Comstock Mining, DWC, InterGroup, Portsmouth and Sante Fe, the “Parties”).

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STOCKHOLDERS’ AGREEMENT
Stockholders’ Agreement • July 29th, 2015 • Comstock Mining Inc. • Gold and silver ores • Nevada

This STOCKHOLDERS’ AGREEMENT (this “Agreement”) is dated as of July 29, 2015, and is entered into by and among Comstock Mining Inc. (the “Company”), Northern Comstock LLC (“Northern Comstock”), DWC Resources Inc. (“DWC”), The InterGroup Corporation (“InterGroup”), Santa Fe Financial Corporation (“Santa Fe”), Portsmouth Square, Inc. (“Portsmouth”), and John V. Winfield, (“Winfield,” and together with Northern Comstock, DWC, InterGroup, Portsmouth and Sante Fe, the “Holders”).

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