TERMINATION AGREEMENT


 


This TERMINATION AGREEMENT
(the “Agreement”), dated this 5th day of August, 2015, is entered into by and between  by
and among INCEPTION MINING, INC, a Nevada corporation (hereinafter referred to as “INCEPTION”); CLAVO RICO LTD, a Turks
and Caicos company (hereinafter referred to as “CLAVO RICO”), and the majority shareholders of CLAVO RICO (hereinafter
referred to as the “Shareholders”).


 


RECITALS




 


WHEREAS, Inception and
CLAVO RICO (collectively the “Parties”) entered into that certain Stock Exchange Agreement dated February 3, 2015;


 


WHEREAS, under the terms
of the Stock Exchange Agreement, Inception agreed to acquire 100% of the issued and outstanding
common stock of Clavo Rico in exchange for the issuance of 66,391,160 shares of the Company’s common stock to the CV Shareholders
on a pro rata basis. Certain conditions were required to be met prior to the closing of the Agreement (the “Closing”),
including the Company’s obligation to raise $11,000,000 in a debt or equity offering;


 


WHEREAS, the financing
requirements of the Stock Exchange Agreement were not met; and


 


WHEREAS, the parties have
agreed to restructure the proposed transaction in the form of an Agreement and Plan of Merger to be executed between the parties
as of even date herewith, and therefore agree to terminate the Stock Exchange Agreement as allowed under Section 8.01(d) of the
Stock Exchange Agreement.


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the foregoing recitals, the covenants and partial waivers set forth herein, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:


 


1. Termination
of Stock Exchange Agreement. Upon mutual consent, as allowed under Section 8.01(d) of the Stock Exchange Agreement, the parties
agree to terminate the Stock Exchange Agreement, hereby relieving each of their respective duties and obligations owed to the
other therein.


 


2. No
Admission. Nothing in this Agreement shall be deemed or construed as an admission of liability or wrongdoing on the part of
either party to this Agreement.


 


3. Governing
Law. This Agreement shall be governed and construed under the laws of the State of Nevada.


 


4. Modifications;
Waivers. No purported amendment or modification of this Agreement shall be effective unless it is in writing and signed by
all parties hereto. No claimed waiver of any of the provisions of this Agreement shall be effective unless in writing and signed
by the party to be charged. 


 


5. Entire
Agreement. This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof. No
representations, oral or otherwise, express or implied, other than those specifically contained in this Agreement, have been made
between the parties.


 




    


     

    


 


6. Counterparts.
This Agreement may be executed in one or more subparts or counterparts, with actual, electronic or facsimile signatures, each
of which shall be deemed an original, but all of which, together, shall be deemed to constitute a single document. For all purposes
in this Agreement, a facsimile or electronic signature shall be deemed as acceptable as an original signature and shall be treated
as such.


 


7.  Costs
of Enforcement. If either party is required to retain legal counsel in order to enforce this Agreement, with or without the
commencement of a formal legal action, such party shall be entitled to recover its attorneys’ fees and costs from the breaching
party.


 


8. No
Third-Party Beneficiaries. This Agreement is entered into by the parties for the exclusive benefit of the parties and their
respective successors, assigns and affiliated persons referred to herein. Except and only to the extent provided by applicable
statute, no creditor or other third party shall have any rights under this Agreement.


 


9. Further
Acts. The parties shall promptly take such further acts and execute such other documents as shall be necessary to carry out
the intent of this Agreement.


 


IN WITNESS WHEREOF, the parties have caused
this Agreement to be executed as of the date first set forth above.


 


	INCEPTION MINING INC.:	 
	 	 
	/s/	 
	Michael Ahlin, CEO	 
	 	 
	CLAVO RICO LTD:	 
	 	 
	/s/	 
	Reed Benson, President and Chairman