Securities
Purchase Agreement


 


This
Securities Purchase Agreement (this “Agreement”),
dated as of September 24, 2014, is entered into by and between Inception Mining Inc.,
a Nevada corporation (“Company”), and Typenex Co-Investment, LLC,
a Utah limited liability company, its successors and/or assigns (“Investor”).


 


A.
Company and Investor are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by the rules and regulations promulgated by the United States Securities and Exchange Commission (the “SEC”)
under the Securities Act of 1933, as amended (the “1933 Act”).


 


B.
Investor desires to purchase and Company desires to issue and sell, upon the terms and conditions set forth in this Agreement
(i) a Convertible Promissory Note, in the form attached hereto as Exhibit A, in the original principal amount of $115,000.00
(the “Note”), convertible into shares of common stock, $0.00001 par value per share, of Company (the “Common
Stock”), upon the terms and subject to the limitations and conditions set forth in such Note, and (ii) a Warrant to
Purchase Common Stock, in the form attached hereto as Exhibit B (the “Warrant”).


 


C.
This Agreement, the Note, the Warrant, and all other certificates, documents, agreements, resolutions and instruments delivered
to any party under or in connection with this Agreement, as the same may be amended from time to time, are collectively referred
to herein as the “Transaction Documents”.


 


D.
For purposes of this Agreement: “Conversion Shares” means all shares of Common Stock issuable upon conversion
of all or any portion of the Note; “Warrant Shares” means all shares of Common Stock issuable upon the exercise
of or pursuant to the Warrant; and “Securities” means the Note, the Conversion Shares, the Warrant and the
Warrant Shares.


 


NOW,
THEREFORE, Company and Investor hereby agree as follows:


 


1.
Purchase and Sale of Securities.


 


1.1.
Purchase of Securities. Company shall issue and sell to Investor and Investor agrees to purchase from Company the Note
and the Warrant. In consideration thereof, Investor shall pay the Purchase Price to Company. For the avoidance of doubt, the Purchase
Price constitutes payment in full for the Warrant.


 


1.2.
Form of Payment. On the Closing Date, Investor shall pay the Purchase Price to Company against delivery of the Note and
the Warrant.


 


1.3.
Closing Date. Subject to the satisfaction (or written waiver) of the conditions set forth in Section 5 and Section 6 below,
the date and time of the issuance and sale of the Securities pursuant to this Agreement (the “Closing Date”)
shall be 5:00 p.m., Eastern Time on or about September 24, 2014, or such other mutually agreed upon time. The closing of the transactions
contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at the offices of Investor unless
otherwise agreed upon by the parties.


 


1.4.
Collateral for the Note. The Note shall not be secured.


 






    	 



    	 



    

 


1.5.
Original Issue Discount; Transaction Expenses. The Note carries an original issue discount of $10,000.00 (the “OID”).
In addition, Company agrees to pay $5,000.00 to Investor to cover Investor’s legal fees, accounting costs, due diligence,
monitoring and other transaction costs incurred in connection with the purchase and sale of the Securities (the “Transaction
Expense Amount”), all of which amount is included in the initial principal balance of this Note. The “Purchase
Price”, therefore, shall be $100,000.00, computed as follows: $115,000.00 original principal balance, less the OID,
less the Transaction Expense Amount.


 


2.
Investor’s Representations and Warranties. Investor represents and warrants to Company that: (i) this Agreement has
been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance
with its terms; and (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
D of the 1933 Act.


 


3.
Representations and Warranties of Company. Company represents and warrants to Investor that: (i) Company is a corporation
duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate
power to own its properties and to carry on its business as now being conducted; (ii) Company is duly qualified as a foreign corporation
to do business and is in good standing in each jurisdiction where the nature of the business conducted or property owned by it
makes such qualification necessary; (iii) Company has registered its Common Stock under Section 12(g) of the Securities Exchange
Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section
15(d) of the 1934 Act; (iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, have been
duly and validly authorized by Company; (v) this Agreement, the Note, the Warrant, and the other Transaction Documents have been
duly executed and delivered by Company and constitute the valid and binding obligations of Company enforceable in accordance with
their terms, subject as to enforceability only to general principles of equity and to bankruptcy, insolvency, moratorium, and
other similar laws affecting the enforcement of creditors’ rights generally; (vi) the execution and delivery of the Transaction
Documents by Company, the issuance of Securities in accordance with the terms hereof, and the consummation by Company of the other
transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any
of the terms or provisions of, or constitute a default under (a) Company’s formation documents or bylaws, each as currently
in effect, (b) any indenture, mortgage, deed of trust, or other material agreement or instrument to which Company is a party or
by which it or any of its properties or assets are bound, including any listing agreement for the Common Stock, or (c) to Company’s
knowledge, any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United
States federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over Company or
any of Company’s properties or assets; (vii) no further authorization, approval or consent of any court, governmental body,
regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders or any lender of Company is required
to be obtained by Company for the issuance of the Securities to Investor; (viii) none of Company’s filings with the SEC
contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required
to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made,
not misleading; (ix) Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company
with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such
report, schedule, form, statement or other document prior to the expiration of any such extension; (x) Company is not, nor has
it ever been, a “Shell Company,” as such type of “issuer” is described in Rule 144(i)(1) under the 1933
Act; (xi) Company has taken no action which would give rise to any claim by any person or entity for a brokerage commission, placement
agent or finder’s fees or similar payments by Investor relating to the Note or the transactions contemplated hereby; (xii)
except for such fees arising as a result of any agreement or arrangement entered into by Investor without the knowledge of Company
(an “Investor’s Fee”), Investor shall have no obligation with respect to such fees or with respect to
any claims made by or on behalf of other persons for fees of a type contemplated in this subsection that may be due in connection
with the transactions contemplated hereby and Company shall indemnify and hold harmless each of Investor, Investor’s employees,
officers, directors, stockholders, managers, agents, and partners, and their respective affiliates, from and against all claims,
losses, damages, costs (including the costs of preparation and attorneys’ fees) and expenses suffered in respect of any
such claimed or existing fees (other than an Investor’s Fee, if any), and (xiii) when issued, each of the Securities (including,
without limitation, the Conversion Shares and the Warrant Shares), will be validly issued, fully paid for and non-assessable,
free and clear of all liens, claims, charges and encumbrances.


 




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4.
Company Covenants. Until all of Company’s obligations hereunder are paid and performed in full, or within the timeframes
otherwise specifically set forth below, Company shall comply with the following covenants: (i) from the date hereof until the
date that is six (6) months after all the Conversion Shares and the Warrant Shares either have been sold by Investor, or may permanently
be sold by Investor without any restrictions pursuant to Rule 144, Company shall timely make all filings required to be made by
it under the 1933 Act, the 1934 Act, Rule 144 or any United States securities laws and regulations thereof applicable to Company
or by the rules and regulations of its principal trading market, and such filings shall conform to the requirements of applicable
laws, regulations and government agencies, and, unless such filings are publicly available on the SEC’s EDGAR system (via
the SEC’s web site at no additional charge), Company shall provide a copy thereof to Investor promptly after such filings;
(ii) so long as Investor beneficially owns any of the Securities and for at least twenty (20) Trading Days (as defined in the
Note) thereafter, Company shall file all reports required to be filed with the SEC pursuant to Sections 13 or 15(d) of the 1934
Act, and shall take all reasonable action under its control to ensure that adequate current public information with respect to
Company, as required in accordance with Rule 144, is publicly available, and shall not terminate its status as an issuer required
to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination;
(iii) the Common Stock shall be listed or quoted for trading on any of (a) the NYSE Amex, (b) the New York Stock Exchange, (c)
the Nasdaq Global Market, (d) the Nasdaq Capital Market, (e) the OTC Bulletin Board, (f) the OTCQX, or (g) the OTCQB; (iv) when
issued, each of the Securities (including, without limitation, the Conversion Shares and the Warrant Shares), will be validly
issued, fully paid for and non-assessable, free and clear of all liens, claims, charges and encumbrances, and (v) Company shall
use the net proceeds received hereunder for working capital and general corporate purposes only; provided, however, Company
will not use such proceeds to pay fees payable (A) to any broker or finder relating to the offer and sale of the Securities unless
such broker, finder, or other party is a registered investment adviser or registered broker-dealer and such fees are paid in full
compliance with all applicable laws and regulations, or (B) to any other party relating to any financing transaction effected
prior to the date hereof.


 


5.
Conditions to Company’s Obligation to Sell. The obligation of Company hereunder to issue and sell the Securities
to Investor at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions:


 


5.1.
Investor shall have executed this Agreement and delivered the same to Company.


 


5.2.
Investor shall have delivered the Purchase Price to Company in accordance with Section 1.2 above.


 




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6.
Conditions to Investor’s Obligation to Purchase. The obligation of Investor hereunder to purchase the Securities
at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that
these conditions are for Investor’s sole benefit and may be waived by Investor at any time in its sole discretion:


 


6.1.
Company shall have executed this Agreement and delivered the same to Investor.


 


6.2.
Company shall have delivered to Investor the duly executed Note and Warrant in accordance with Section 1.2 above.


 


6.3.
The Irrevocable Letter of Instructions to Transfer Agent substantially in the form attached hereto as Exhibit C shall have
been delivered to and acknowledged in writing by Company’s transfer agent (the “Transfer Agent”).


 


6.4.
Company shall have delivered to Investor a fully executed Secretary’s Certificate substantially in the form attached hereto
as Exhibit D evidencing Company’s approval of the Transaction Documents.


 


6.5.
Company shall have delivered to Investor a fully executed Share Issuance Resolution substantially in the form attached hereto
as Exhibit E to be delivered to the Transfer Agent.


 


6.6.
Company shall have delivered to Investor fully executed copies of all other Transaction Documents required to be executed by Company
herein or therein.


 


7.
Reservation of Shares. At all times during which the Note is convertible or the Warrant is exercisable, Company will reserve
from its authorized and unissued Common Stock to provide for the issuance of Common Stock upon the full conversion of the Note
and full exercise of the Warrant. Company will at all times reserve at least (i) three (3) times the higher of (1) the Outstanding
Balance (as defined in and determined pursuant to the Note) divided by the Lender Conversion Price (as defined in and determined
pursuant to the Note), and (2) the Outstanding Balance divided by the Market Price (as defined in and determined pursuant to the
Note), plus (ii) three times the number of Warrant Shares (as determined pursuant to the Warrant) deliverable upon full
exercise of the Warrant (the “Share Reserve”), but in any event not less than 600,000 shares of Common Stock
shall be reserved at all times for such purpose (the “Transfer Agent Reserve”). Company further agrees that
it will cause the Transfer Agent to immediately add shares of Common Stock to the Transfer Agent Reserve in increments of 100,000
shares as and when requested by Investor in writing from time to time, provided that such incremental increases do not cause the
Transfer Agent Reserve to exceed the Share Reserve. In furtherance thereof, from and after the date hereof and until such time
that the Note has been paid in full and the Warrant exercised in full, Company shall require the Transfer Agent to reserve for
the purpose of issuance of Conversion Shares under the Note and Warrant Shares under the Warrant, a number of shares of Common
Stock equal to the Transfer Agent Reserve. Company shall further require the Transfer Agent to hold such shares of Common Stock
exclusively for the benefit of Investor and to issue such shares to Investor promptly upon Investor’s delivery of a conversion
notice under the Note or a Notice of Exercise under the Warrant. Finally, Company shall require the Transfer Agent to issue shares
of Common Stock pursuant to the Note and the Warrant to Investor out of its authorized and unissued shares, and not the Transfer
Agent Reserve, to the extent shares of Common Stock have been authorized, but not issued, and are not included in the Transfer
Agent Reserve. The Transfer Agent shall only issue shares out of the Transfer Agent Reserve to the extent there are no other authorized
shares available for issuance and then only with Investor’s written consent.


 


8.
Miscellaneous. The provisions set forth in this Section 8 shall apply to this Agreement, as well as all other Transaction
Documents as if these terms were fully set forth therein.


 


8.1.
Original Signature Pages. Each party agrees to deliver its original signature pages to the Transaction Documents to the
other party within five (5) Trading Days of the date hereof. Notwithstanding the foregoing, the Transaction Documents shall be
fully effective upon exchange of electronic signature pages by the parties and payment of the Purchase Price by Investor. For
the avoidance of doubt, the failure by either party to deliver its original signature pages to the other party shall not affect
in any way the validity or effectiveness of any of the Transaction Documents, provided that such failure to deliver original signatures
shall be a breach of the party’s obligations hereunder.


 




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8.2.
Cross Default. Any Event of Default (as defined in the Note) by Company under the Note shall be deemed a default under
this Agreement, and any default by Company under this Agreement will be deemed an Event of Default under the Note.


 


8.3.
Governing Law; Venue. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Utah
for contracts to be wholly performed in such state and without giving effect to the principles thereof regarding the conflict
of laws. Each party consents to and expressly agrees that venue for Arbitration (as defined in Exhibit F) of any dispute
arising out of or relating to any Transaction Document or the relationship of the parties or their affiliates shall be in Salt
Lake County or Utah County, Utah). Without modifying the parties obligations to resolve disputes hereunder pursuant to the Arbitration
Provisions (as defined below), for any litigation arising in connection with any of the Transaction Documents, each party hereto
hereby (a) consents to and expressly submits to the exclusive personal jurisdiction of any state or federal court sitting in Salt
Lake County, Utah, (b) expressly submits to the venue of any such court for the purposes hereof, and (c) waives any claim of improper
venue and any claim or objection that such courts are an inconvenient forum or any other claim or objection to the bringing of
any such proceeding in such jurisdictions or to any claim that such venue of the suit, action or proceeding is improper.


 


8.4.
Arbitration of Claims. The parties shall submit all Claims (as defined in Exhibit F) arising under this Agreement
or any other Transaction Document or other agreements between the parties and their affiliates to binding arbitration pursuant
to the arbitration provisions set forth in Exhibit F attached hereto (the “Arbitration Provisions”).
The parties hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding on the parties hereto and
are severable from all other provisions of this Agreement. Any capitalized term not defined in the Arbitration Provisions shall
have the meaning set forth in this Agreement. By executing this Agreement, Company represents, warrants and covenants that Company
has reviewed the Arbitration Provisions carefully, consulted with legal counsel about such provisions (or waived its right to
do so), understands that the Arbitration Provisions are intended to allow for the expeditious and efficient resolution of any
dispute hereunder, agrees to the terms and limitations set forth in the Arbitration Provisions, and that Company will not take
a position contrary to the foregoing representations. Company acknowledges and agrees that Investor may rely upon the foregoing
representations and covenants of Company regarding the Arbitration Provisions.


 




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8.5.
Calculation Disputes. Notwithstanding the Arbitration Provisions, in the case of a dispute as to any arithmetic calculation
under the Transaction Documents, including without limitation, calculating the Outstanding Balance, Warrant Shares, Exercise Shares
(as defined in the Warrant), Delivery Shares (as defined in the Warrant) Lender Conversion Price, Lender Conversion Shares (as
defined in the Note) to be delivered, Installment Conversion Price (as defined in and determined pursuant to the Note), Installment
Conversion Shares (as defined in the Note) to be delivered, Market Price, Conversion Shares, or the VWAP (as defined in the Note)
(collectively, “Calculations”), Company or Investor (as the case may be) shall submit the disputed determinations
or arithmetic calculations (as the case may be) via facsimile or email with confirmation of receipt (a) within two (2) Trading
Days after receipt of the applicable notice giving rise to such dispute to Company or Investor (as the case may be) or (b) if
no notice gave rise to such dispute, at any time after Investor learned of the circumstances giving rise to such dispute. If Investor
and Company are unable to agree upon such determination or calculation within two (2) Trading Days of such disputed determination
or arithmetic calculation (as the case may be) being submitted to Company or Investor (as the case may be), then Investor shall,
within two (2) Trading Days, submit via facsimile the disputed Calculation to an independent, reputable investment bank or accounting
firm selected by Investor. Company shall cause the investment bank or accounting firm to perform the determinations or calculations
(as the case may be) and notify Company and Investor of the results no later than ten (10) Trading Days from the time it receives
such disputed determinations or calculations (as the case may be). Such investment bank’s or accounting firm’s determination
of the disputed Calculation shall be binding upon all parties absent demonstrable error. The investment banker’s or accounting
firm’s fee for performing such Calculation shall be paid by the incorrect party, or if both parties are incorrect, by the
party whose Calculation is furthest from the correct Calculation as determined by the investment banker or accounting firm. In
the event Company is the losing party, no extension of the Delivery Date shall be granted and Company shall incur all effects
for failing to deliver the applicable shares in a timely manner as set forth in the Transaction Documents.


 


8.6.
Counterparts. Each Transaction Document may be executed in any number of counterparts, each of which shall be deemed an
original, but all of which together shall constitute one instrument. The parties hereto confirm that any electronic copy of another
party’s executed counterpart of a Transaction Document (or such party’s signature page thereof) will be deemed to
be an executed original thereof.


 


8.7.
Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the
interpretation of, this Agreement.


 


8.8.
Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute
or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform to such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law
shall not affect the validity or enforceability of any other provision hereof.


 


8.9.
Entire Agreement; Amendments. This Agreement and the instruments and exhibits referenced herein contain the entire understanding
of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein,
neither Company nor Investor makes any representation, warranty, covenant or undertaking with respect to such matters. No provision
of this Agreement may be waived or amended other than by an instrument in writing signed by the parties hereto.


 


8.10.
Notices. Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall
be deemed effectively given on the earliest of: (a) the date delivered, if delivered by personal delivery as against written receipt
therefor or by email to an executive officer, or by facsimile (with successful transmission confirmation), (b) the earlier of
the date delivered or the third Trading Day after deposit, postage prepaid, in the United States Postal Service by certified mail,
or (c) the earlier of the date delivered or the third Trading Day after mailing by express courier, with delivery costs and fees
prepaid, in each case, addressed to each of the other parties thereunto entitled at the following addresses (or at such other
addresses as such party may designate by five (5) calendar days’ advance written notice similarly given to each of the other
parties hereto):


 




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	 	If
    to Company:	 
	 	 	 
	 	Inception
Mining Inc.	 
	 	Attn:
Michael Ahlin	 
	 	5320
South 900 East, Suite 260	 
	 	Salt Lake City,
Utah 84107	 
	 	 	 
	 	If
    to Investor:	 
	 	 	 
	 	Typenex
    Co-Investment, LLC	 
	 	Attn:
    John Fife	 
	 	303
    East Wacker Drive, Suite 1200	 
	 	Chicago,
    Illinois 60601 	 
	 	 	 
	 	With
    a copy to (which copy shall not constitute notice): 	 
	 	 	 
	 	Hansen
    Black Anderson Ashcraft PLLC	 
	 	Attn:
    Jonathan K. Hansen	 
	 	3051
    West Maple Loop, Suite 325	 
	 	Lehi,
    Utah 84043	 


 


8.11.
Successors and Assigns. This Agreement or any of the severable rights and obligations inuring to the benefit of or to be
performed by Investor hereunder may be assigned by Investor to a third party, including its financing sources, in whole or in
part, without the need to obtain Company’s consent thereto. Company may not assign its rights or obligations under this
Agreement or delegate its duties hereunder without the prior written consent of Investor.


 


8.12.
Survival. The representations and warranties of Company and the agreements and covenants set forth in this Agreement shall
survive the Closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of Investor. Company agrees
to indemnify and hold harmless Investor and all its officers, directors, employees, attorneys, and agents for loss or damage arising
as a result of or related to any breach or alleged breach by Company of any of its representations, warranties and covenants set
forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they
are incurred.


 


8.13.
Publicity. Company and Investor shall have the right to review a reasonable period of time before issuance of any press
releases by the other party with respect to the transactions contemplated hereby.


 


8.14.
Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things,
and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably
request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions
contemplated hereby.


 




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8.15.
Investor’s Rights and Remedies Cumulative; Liquidated Damages. All rights, remedies, and powers conferred in this
Agreement and the Transaction Documents are cumulative and not exclusive of any other rights or remedies, and shall be in addition
to every other right, power, and remedy that Investor may have, whether specifically granted in this Agreement or any other Transaction
Document, or existing at law, in equity, or by statute, and any and all such rights and remedies may be exercised from time to
time and as often and in such order as Investor may deem expedient. The parties acknowledge and agree that upon Company’s
failure to comply with the provisions of the Transaction Documents, Investor’s damages would be uncertain and difficult
(if not impossible) to accurately estimate because of the parties’ inability to predict future interest rates and future
share prices, Investor’s increased risk, and the uncertainty of the availability of a suitable substitute investment opportunity
for Investor, among other reasons. Accordingly, any fees, charges, and default interest due under the Note, the Warrant, and the
other Transaction Documents are intended by the parties to be, and shall be deemed, liquidated damages (under Company’s
and Investor’s expectations that any such liquidated damages will tack back to the Closing Date for purposes of determining
the holding period under Rule 144). The parties agree that such liquidated damages are a reasonable estimate of Investor’s
actual damages and not a penalty, and shall not be deemed in any way to limit any other right or remedy Investor may have hereunder,
at law or in equity. The parties acknowledge and agree that under the circumstances existing at the time this Agreement is entered
into, such liquidated damages are fair and reasonable and are not penalties. All fees, charges, and default interest provided
for in the Transaction Documents are agreed to by the parties to be based upon the obligations and the risks assumed by the parties
as of the Closing Date and are consistent with investments of this type. The liquidated damages provisions of the Transaction
Documents shall not limit or preclude a party from pursuing any other remedy available at law or in equity; provided, however,
that the liquidated damages provided for in the Transaction Documents are intended to be in lieu of actual damages.


 


8.16.
Ownership Limitation. Notwithstanding anything to the contrary contained in this Agreement or the other Transaction Documents,
if at any time Investor shall or would be issued shares of Common Stock under any of the Transaction Documents, but such issuance
would cause Investor (together with its affiliates) to beneficially own a number of shares exceeding the Maximum Percentage (as
defined in the Note), then Company must not issue to Investor the shares that would cause Investor to exceed the Maximum Percentage.
The shares of Common Stock issuable to Investor that would cause the Maximum Percentage to be exceeded are referred to herein
as the “Ownership Limitation Shares”. Company will reserve the Ownership Limitation Shares for the exclusive
benefit of Investor. From time to time, Investor may notify Company in writing of the number of the Ownership Limitation Shares
that may be issued to Investor without causing Investor to exceed the Maximum Percentage. Upon receipt of such notice, Company
shall be unconditionally obligated to immediately issue such designated shares to Investor, with a corresponding reduction in
the number of the Ownership Limitation Shares. For purposes of this Section, beneficial ownership of Common Stock will be determined
under Section 13(d) of the 1934 Act.


 


8.17.
Attorneys’ Fees and Cost of Collection. In the event of any arbitration or action at law or in equity to enforce
or interpret the terms of this Agreement or any of the other Transaction Documents, the parties agree that the party who is awarded
the most money shall be deemed the prevailing party for all purposes and shall therefore be entitled to an additional award of
the full amount of the attorneys’ fees, deposition costs, and expenses paid by such prevailing party in connection with
arbitration or litigation without reduction or apportionment based upon the individual claims or defenses giving rise to the fees
and expenses. Nothing herein shall restrict or impair an arbitrator’s or a court’s power to award fees and expenses
for frivolous or bad faith pleading. If (a) the Note or Warrant is placed in the hands of an attorney for collection or enforcement
prior to commencing arbitration or legal proceedings, or is collected or enforced through any arbitration or legal proceeding,
or Investor otherwise takes action to collect amounts due under the Note or to enforce the provisions of the Note or the Warrant;
or (b) there occurs any bankruptcy, reorganization, receivership of Company or other proceedings affecting Company’s creditors’
rights and involving a claim under the Note or the Warrant; then Company shall pay the costs incurred by Investor for such collection,
enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding, including, without
limitation, attorneys’ fees, expenses, deposition costs, and disbursements.


 


8.18.
Waiver. No waiver of any provision of this Agreement shall be effective unless it is in the form of a writing signed by
the party granting the waiver. No waiver of any provision or consent to any prohibited action shall constitute a waiver of any
other provision or consent to any other prohibited action, whether or not similar. No waiver or consent shall constitute a continuing
waiver or consent or commit a party to provide a waiver or consent in the future except to the extent specifically set forth in
writing.


 


8.19.
Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND
THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE RELATIONSHIPS OF THE
PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW
OR ANY APPLICABLE STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT SUCH PARTY IS KNOWINGLY AND VOLUNTARILY
WAIVING SUCH PARTY’S RIGHT TO DEMAND TRIAL BY JURY.


 


8.20.
Time of the Essence. Time is expressly made of the essence with respect to each and every provision of this Agreement and
the other Transaction Documents.


 


[Remainder
of page intentionally left blank; signature page follows]


 




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IN
WITNESS WHEREOF, the undersigned Investor and Company have caused this Agreement to be duly executed as of the date first above
written.


 


	SUBSCRIPTION
    AMOUNT:	 	 
	 	 	 
	Principal
    Amount of Note:	$115,000.00	 
	 	 	 
	Purchase
    Price: 	$100,000.00	 
	 	 	 


 


	 	INVESTOR:
	 	 	 	 
	 	Typenex
    Co-Investment, LLC
	 	 	 	 
	 	By:	Red Cliffs Investments, Inc., its Manager
	 	 	 	 
	 		By:	/s/
    John M. Fife
	 	 	 	John
    M. Fife, President
	 	 	 	 
	 	COMPANY:	 	
	 	 	 	 
	 	Inception
    Mining Inc.
	 	 	 	 
	 	By:	/s/ Michael
    Ahlin
	 	Printed
    Name: Michael Ahlin
	 	Title:	CEO


 


ATTACHED
EXHIBITS:


 


	Exhibit
    A	Note
	Exhibit B	Warrant
	Exhibit C	Irrevocable Transfer
    Agent Instructions
	Exhibit D	Secretary’s
    Certificate
	Exhibit E	Share Issuance
    Resolution
	Exhibit F	Arbitration Provisions


 




    	 



    	 



    


 


Exhibit
F


 


ARBITRATION
PROVISIONS


 


1.
Dispute Resolution. For purposes of this Exhibit F, the term “Claims” means any disputes, claims,
demands, causes of action, liabilities, damages, losses, or controversies whatsoever arising from related to or connected with
the transactions contemplated in the Transaction Documents and any communications between the parties related thereto, including
without limitation any claims of mutual mistake, mistake, fraud, misrepresentation, failure of formation, failure of consideration,
promissory estoppel, unconscionability, failure of condition precedent, rescission, and any statutory claims, tort claims, contract
claims, or claims to void, invalidate or terminate the Agreement or any of the other Transaction Documents. The term “Claims”
specifically excludes a dispute over Calculations (as defined in the Agreement). The parties hereby agree that the arbitration
provisions set forth in this Exhibit F (“Arbitration Provisions”) are binding on the parties hereto
and are severable from all other provisions in the Transaction Documents. As a result, any attempt to rescind the Agreement or
declare the Agreement or any other Transaction Document invalid or unenforceable for any reason is subject to these Arbitration
Provisions. These Arbitration Provisions shall also survive any termination or expiration of the Agreement.


 


2.
Arbitration. Except as otherwise provided herein, all Claims must be submitted to arbitration (“Arbitration”)
to be conducted in Salt Lake County, Utah or Utah County, Utah and pursuant to the terms set forth in these Arbitration Provisions.
The parties agree that the award of the arbitrator shall be final and binding upon the parties; shall be the sole and exclusive
remedy between them regarding any Claims, counterclaims, issues, or accountings presented or pleaded to the arbitrator; and shall
promptly be payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Any costs
or fees, including without limitation attorneys’ fees, incident to enforcing the arbitrator’s award shall, to the
maximum extent permitted by law, be charged against the party resisting such enforcement. The award shall include Default Interest
(as defined in the Note) both before and after the award. Judgment upon the award of the arbitrator will be entered and enforced
by a state court sitting in Salt Lake County, Utah. The parties hereby incorporate herein the provisions and procedures set forth
in the Utah Uniform Arbitration Act, U.C.A. § 78B-11-101 et seq. (as amended or superseded from time to time, the
“Arbitration Act”). Pursuant to Section 78B-11-105 of the Arbitration Act, in the event of conflict between
the terms of these Arbitration Provisions and the provisions of the Arbitration Act, the terms of these Arbitration Provisions
shall control.


 


3.
Arbitration Proceedings. Arbitration between the parties will be subject to the following procedures:


 


3.1
Pursuant to Section 110 of the Arbitration Act, the parties agree that a party may initiate Arbitration by giving written notice
to the other party (“Arbitration Notice”) in the same manner that notice is permitted under Section 8.10 of
the Agreement; provided, however, that the Arbitration Notice may not be given by email or fax. Arbitration will be deemed
initiated as of the date that the Arbitration Notice is deemed delivered under Section 8.10 of the Agreement (the “Service
Date”). After the Service Date, information may be delivered, and notices may be given, by email or fax pursuant to
Section 8.10 of the Agreement or any other method permitted thereunder. The Arbitration Notice must describe the nature of the
controversy, the remedies sought, and the election to commence Arbitration proceedings. All Claims in the Arbitration Notice must
be pleaded consistent with the Utah Rules of Civil Procedure.


 


3.2
Within ten (10) calendar days after the Service Date, Investor shall select and submit to Company the names of three arbitrators
that are designated as “neutrals” or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com) (such
three designated persons hereunder are referred to herein as the “Proposed Arbitrators”). For the avoidance
of doubt, each Proposed Arbitrator must be qualified as a “neutral” with Utah ADR Services. Within ten (10) calendar
days after Investor has submitted to Company the names of the Proposed Arbitrators, Company must select, by written notice to
Investor, one (1) of the Proposed Arbitrators to act as the arbitrator for the parties under these Arbitration Provisions. If
Company fails to select one of the Proposed Arbitrators in writing within such 10-day period, then Investor may select the arbitrator
from the Proposed Arbitrators by providing written notice of such selection to Company. If Investor fails to identify the Proposed
Arbitrators within the time period required above, then Company may at any time prior to Investor designating the Proposed Arbitrators,
select the names of three arbitrators that are designated as “neutrals” or qualified arbitrators by Utah ADR Service
by written notice to Investor. Investor may then, within ten (10) calendar days after Company has submitted notice of its selected
arbitrators to Investor, select, by written notice to Company, one (1) of the selected arbitrators to act as the arbitrator for
the parties under these Arbitration Provisions. If Investor fails to select in writing and within such 10-day period one of the
three arbitrators selected by Company, then Company may select the arbitrator from its three previously selected arbitrators by
providing written notice of such selection to Investor. Subject to Paragraph 3.12 below, the cost of the arbitrator must be paid
equally by both parties; provided, however, that if one party refuses or fails to pay its portion of the arbitrator fee,
then the other party can advance such unpaid amount (subject to the accrual of Default Interest thereupon), with such amount added
to or subtracted from, as applicable, the award granted by the arbitrator. If Utah ADR Services ceases to exist or to provide
a list of neutrals, then the arbitrator shall be selected under the then prevailing rules of the American Arbitration Association.
The date that the selected arbitrator agrees in writing to serve as the arbitrator hereunder is referred to herein as the “Arbitration
Commencement Date”.


 




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3.3
An answer and any counterclaims to the Arbitration Notice, which must be pleaded consistent with the Utah Rules of Civil Procedure,
shall be required to be delivered to the other party within twenty (20) calendar days after the Service Date. Upon request, the
arbitrator is hereby instructed to render a default award, consistent with the relief requested in the Arbitration Notice, against
a party that fails to submit an answer within such time period.


 


3.4
The party that delivers the Arbitration Notice to the other party shall have the option to also commence legal proceedings with
any state court sitting in Salt Lake County, Utah (“Litigation Proceedings”), subject to the following: (i)
the complaint in the Litigation Proceedings is to be substantially similar to the claims set forth in the Arbitration Notice,
provided that an additional cause of action to compel arbitration will also be included therein, (ii) so long as the other party
files an answer to the complaint in the Litigation Proceedings and an answer to the Arbitration Notice, the Litigation Proceedings
will be stayed pending an award of the arbitrator hereunder, (iii) if the other party fails to file an answer in the Litigation
Proceedings or an answer in the Arbitration Proceedings, then the party initiating Arbitration shall be entitled to a default
judgment consistent with the relief requested, to be entered in the Litigation Proceedings, and (iv) any legal or procedural issue
arising under the Arbitration Act that requires a decision of a court of competent jurisdiction may be determined in the Litigation
Proceedings. Any award of the arbitrator may be entered in such Litigation Proceedings pursuant to the Arbitration Act.


 


3.5
Pursuant to Section 118(8) of the Arbitration Act, the parties agree that discovery shall be conducted in accordance with the
Utah Rules of Civil Procedure; provided, however, that incorporation of such rules will in no event supersede the Arbitration
Provisions set forth herein, including without limitation the time limitation set forth in Paragraph 3.9 below, and the following:


 


(a)
Discovery will only be allowed if the likely benefits of the proposed discovery outweigh the burden or expense, and the discovery
sought is likely to reveal information that will satisfy a specific element of a claim or defense already pleaded in the Arbitration.
The party seeking discovery shall always have the burden of showing that all of the standards and limitations set forth in these
Arbitration Provisions are satisfied. The scope of discovery in the Arbitration proceedings shall also be limited as follows:


 


(i)
To facts directly connected with the transactions contemplated by the Agreement.


 


(ii)
To facts and information that cannot be obtained from another source that is more convenient, less burdensome or less expensive.


 


(c)
No party shall be allowed (a) more than fifteen (15) interrogatories (including discrete subparts), (b) more than fifteen (15)
requests for admission (including discrete subparts), (c) more than ten (10) document requests (including discrete subparts),
or (d) more than three depositions (excluding expert depositions) for a maximum of seven (7) hours per deposition.


 


3.6
Any party submitting any written discovery requests, including interrogatories, requests for production, subpoenas to a party
or a third party, or requests for admissions, must prepay the estimated attorneys’ fees and costs, as determined by the
arbitrator, before the responding party has any obligation to produce or respond.


 


(a)
All discovery requests must be submitted in writing to the arbitrator and the other party before issuing or serving such discovery
requests. The party issuing the written discovery requests must include with such discovery requests a detailed explanation of
how the proposed discovery requests satisfy the requirements of these Arbitration Provisions and the Utah Rules of Civil Procedure.
Any party will then be allowed, within ten (10) calendar days of receiving the proposed discovery requests, to submit to the arbitrator
an estimate of the attorneys’ fees and costs associated with responding to such written discovery requests and a written
challenge to each applicable discovery request. After receipt of an estimate of attorneys’ fees and costs and/or challenge(s)
to one or more discovery requests, the arbitrator will make a finding as to the likely attorneys’ fees and costs associated
with responding to the discovery requests and issue an order that (A) requires the requesting party to prepay the attorneys’
fees and costs associated with responding to the discovery requests, and (B) requires the responding party to respond to the discovery
requests as limited by the arbitrator within a certain period of time after receiving payment from the requesting party. If a
party entitled to submit an estimate of attorneys’ fees and costs and/or a challenge to discovery requests fails to do so
within such 10-day period, the arbitrator will make a finding that (A) there are no attorneys’ fees or costs associated
with responding to such discovery requests, and (B) the responding party must respond to such discovery requests (as may be limited
by the arbitrator) within a certain period of time as determined by the arbitrator.


 




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(b)
In order to allow a written discovery request, the arbitrator must find that the discovery request satisfies the standards set
forth in these Arbitration Provisions and the Utah Rules of Civil Procedure. The arbitrator must strictly enforce these standards.
If a discovery request does not satisfy any of the standards set forth in these Arbitration Provisions or the Utah Rules of Civil
Procedure, the arbitrator may modify such discovery request to satisfy the applicable standards, or strike such discovery request
in whole or in part.


 


(c)
Discovery deadlines will be set forth in a scheduling order issued by the arbitrator. The parties hereby authorize and direct
the arbitrator to take such actions and make such rulings as may be necessary to carry out the parties’ intent for the arbitration
proceedings to be efficient and expeditious.


 


3.7
Each party may submit expert reports (and rebuttals thereto), provided that such reports must be submitted by the deadlines established
by the arbitrator. Expert reports must contain the following: (a) a complete statement of all opinions the expert will offer at
trial and the basis and reasons for them; (b) the expert’s name and qualifications, including a list of all publications
within the preceding 10 years, and a list of any other cases in which the expert has testified at trial or in a deposition or
prepared a report within the preceding 10 years; and (c) the compensation to be paid for the expert’s study and testimony.
The parties are entitled to depose any other party’s expert witness one time for no more than 4 hours. An expert may not
testify in a party’s case-in-chief concerning any matter not fairly disclosed in the expert report.


 


3.8
All information disclosed by either party during the Arbitration process (including without limitation information disclosed during
the discovery process) shall be considered confidential in nature. Each party agrees not to disclose any confidential information
received from the other party during the discovery process unless (i) prior to or after the time of disclosure such information
becomes public knowledge or part of the public domain, not as a result of any inaction or action of the receiving party, (ii)
such information is required by a court order, subpoena or similar legal duress to be disclosed if such receiving party has notified
the other party thereof in writing and given it a reasonable opportunity to obtain a protective order from a court of competent
jurisdiction prior to disclosure; or (iii) disclosed to the receiving party’s agents, representatives and legal counsel
on a need to know basis who each agree in writing not to disclose such information to any third party. Pursuant to Section 118(5)
of the Arbitration Act, the arbitrator is hereby authorized and directed to issue a protective order to prevent the disclosure
of privileged information and confidential information upon the written request of either party.


 


3.9
The parties hereby authorize and direct the arbitrator to take such actions and make such rulings as may be necessary to carry
out the parties’ intent for the arbitration proceedings to be efficient and expeditious. Pursuant to Section 120 of the
Arbitration Act, the parties hereby agree that an award of the arbitrator must be made within 150 days after the Arbitration Commencement
Date. The arbitrator is hereby authorized and directed to hold a scheduling conference within ten (10) calendar days after the
Arbitration Commencement Date in order to establish a scheduling order with various binding deadlines for discovery, expert testimony,
and the submission of documents by the parties to enable the arbitrator to render a decision prior to the end of such 150-day
period. The Utah Rules of Evidence will apply to any final hearing before the arbitrator.


 




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3.10
The arbitrator shall have the right to award or include in the arbitrator’s award any relief which the arbitrator deems
proper under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the arbitrator
may not award exemplary or punitive damages.


 


3.11
If any part of these Arbitration Provisions is found to violate applicable law or to be illegal, then such provision shall be
modified to the minimum extent necessary to make such provision enforceable under applicable law.


 


3.12
The arbitrator is hereby directed to require the losing party to (i) pay the full amount of the costs and fees of the arbitrator,
and (ii) reimburse the prevailing party the reasonable attorneys’ fees, arbitrator costs, deposition costs, and other discovery
costs incurred by the prevailing party.


 


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