EXHIBIT 10.1

RMR AGGREGATES, INC.

NOTE PURCHASE AGREEMENT

October 3, 2016

NOTE PURCHASE AGREEMENT dated as of October 3, 2016 (this “ Agreement ”), is entered into by and among RMR Aggregates, Inc., a Colorado corporation (the “ Company ”), Central Valley Administrators Inc., a Nevada corporation (the “ Purchaser ”) and RMR Industrials, Inc., a Nevada corporation (“ RMRI ”).

WHEREAS, subject to the terms and conditions set forth herein, the Company wishes to sell and issue to the Purchaser, and the Purchaser wishes to purchase from the Company, a 10% Promissory Note (the “ Note ”) in an aggregate principal amount of $2,250,000 (the “ Principal Amount ”), which Note shall be in substantially the form attached hereto as Exhibit A .

WHEREAS, to induce the Purchaser to purchase the Note, (x) the Company has agreed to pledge and grant to the Purchaser a first priority security interest in (i) all of the assets constituting the CalX Limestone mining operation, and (ii) the working capital of the Company as security for the payment of the Principal Amount pursuant to the terms of a security agreement, dated as of the date hereof, by and among the Company and the Purchaser (the “ Security Agreement ”) and (y) RMRI has agreed to pledge and grant to the Purchaser a first priority security interest in 80,000 shares of common stock of the Company, par value $0.0001 per share (such pledged stock, the “ Pledged Shares ”), which represents 80% of the Company’s aggregate issued and outstanding common stock pursuant to the terms of a share pledge agreement, dated as of the date hereof, by and among RMRI, the Company and the Purchaser (the “ Share Pledge Agreement ” and collectively with this Agreement, the Security Agreement and the Note, the “ Loan Documents ”). The Security Agreement and the Share Pledge Agreement shall be in substantially the forms attached hereto as Exhibit B and Exhibit C , respectively.

WHEREAS , subject to the terms and conditions set forth herein, the Company also wishes to issue to the Purchaser, and the Purchaser also wishes to receive from the Company, 20,000 shares of common stock of the Company, par value $0.0001 per share, which represents 20% of the Company’s aggregate issued and outstanding common stock (such stock sold to the Purchaser, the “ RMRA Stock ”).

NOW THEREFORE , in consideration of the foregoing and the agreements, covenants, representations and warranties set forth below, the parties hereto, intending to be legally bound, hereby agree as follows:

SECTION 1.   Issuance and Sale of the Note .

1.1           Closing . (a) On the date hereof (the “ Closing Date ”), the Purchaser agrees to purchase, and the Company agrees to sell and issue to the Purchaser, the Note for a purchase price equal to the Principal Amount.

(b) The purchase and sale of the Note shall take place at the office of the Company or at such other place as the parties hereto shall reasonably agree. On the Closing Date, the Company shall deliver to the Purchaser the Note and the Purchaser shall deliver to the Company $2,250,000 by wire transfer of immediately available funds to the Company’s bank account identified by the Company on or prior to the Closing Date.

1.2           Use of Proceeds . The Company may use the proceeds of the Note to (i) finance a portion of the acquisition consideration for the CalX Limestone mining operation, (ii) pay any transaction, acquisition or related fees and expenses, including the legal fees and expenses of Greenberg Traurig, LLP and (iii) pay for working capital and other general corporate purposes.

SECTION 2.   Terms of the Note .

2.1           Form of the Note . The Note shall be in substantially the form attached hereto as Exhibit A.

2.2           Payment of Principal and Interest .

(a)           Maturity . The Note shall mature on October 3, 2018 (the “ Maturity Date ”).

(b)           Interest Payments . Interest shall accrue monthly at an interest rate of 10% per annum on the unpaid principal amount of the Note outstanding and shall compound monthly. Interest in respect of the Note will be added to the unpaid principal amount of the Note at the end of each month following the Closing Date through the Maturity Date (the “ PIK Interest ”). Amounts representing the PIK Interest shall be treated as unpaid principal for all purposes of the Loan Documents and shall bear interest in accordance with this Section 2.2(b).

2.3           Liquidation Right . Upon an Event of Default arising from the failure to repay the outstanding principal amount of the Note on the Maturity Date, the Purchaser shall have the right to cause the Company to sell its assets until the Company repays the then outstanding amounts due under the Note (such right, the “ Liquidation Right ”). If the Purchaser elects to exercise its Liquidation Right, the Purchaser shall have the right to appoint a trustee to assist in carrying out the sale of the Company’s assets pursuant to the terms of this Agreement.

2.4           Call Right . The Company shall have the right to call the Note at any time at par plus accrued interest thereunder. Upon repayment of the Note and all accrued interest thereunder, the Purchaser shall promptly surrender the Note to the Company and the Note shall be immediately cancelled.

SECTION 3.   Terms of the RMRA Stock Issuance .

3.1           Terms of the Issuance . On the Closing Date, the Purchaser agrees to receive, and the Company agrees to issue to the Purchaser the RMRA Stock at the office of the Company or at such other place as the parties hereto shall reasonably agree.

3.2           Purchaser Conversion Right . At any time, the Purchaser shall have the right to convert the RMRA Stock, in whole or in part, into Class B Common Stock of RMRI, par value $0.001 per share (“ RMRI Common Stock ”) at a ratio of 1.0 share of RMRA Stock being converted into 7.5 shares of RMRI Common Stock. For example, if the Purchaser were to convert all of the RMRA Stock into RMRI Common Stock, the Purchaser would receive 150,000 shares of RMRI Common Stock. If the Purchaser elects to exercise its conversion right pursuant to this Section 3.2, it shall deliver written notice to the Company and RMRI specifying the amount of RMRA stock that will be converted into RMRI Common Stock (such notice, the “ Purchaser Conversion Notice ”). No later than 10 Business Days after receipt of the Purchaser Conversion Notice, (i) RMRI shall issue and deliver the RMRI Common Stock (in the amount specified in the Purchaser Conversion Notice) to the Purchaser and (ii) the Purchaser shall deliver the RMRA Stock to the Company (in the amount specified in the Purchaser Conversion Notice). “Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in Nevada are authorized or required by law to close or remain closed. For the avoidance of doubt, the purchaser conversion right set forth in this paragraph shall survive the termination of the Loan Documents and the repayment of the Principal Amount plus all accrued interest on the Note.

3.3           Equity Call . At any time after (i) October 3, 2017 and (ii) after the Note is no longer outstanding, the Company shall have the right to call the RMRA Stock in exchange for RMRI Common Stock at a ratio of 1.0 share of RMRA Stock being converted into 7.5 shares of RMRI Common Stock; provided that the most recent publicly available share price of RMRI is equal to or greater than $15.00 per share; provided , further , however , that the amount of RMRA Stock that may be called pursuant to this provision shall be limited to the extent (but only to the extent) necessary to ensure that, following such exercise, the total number of shares of RMRI’s common stock then beneficially owned by the Purchaser and its affiliates and any other persons whose beneficial ownership of RMRI’s common stock would be aggregated with the Purchaser’s for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, does not exceed 4.99% of the total number of issued and outstanding shares of RMRI’s common stock. For example, if the Company were to call all of the RMRA Stock and exchange it for RMRI Common Stock, the Purchaser would receive 150,000 shares of RMRI Common Stock. If the Company elects to exercise its call right pursuant to this Section 3.3, it shall deliver written notice to the Purchaser and RMRI specifying the amount of RMRA stock to be called (such notice, the “ Call Notice ”). No later than 10 Business Days after receipt of the Call Notice, (i) RMRI shall issue and deliver the RMRI Common Stock (in the amount specified in the Call Notice) to the Purchaser and (ii) the Purchaser shall deliver the RMRA Stock to the Company (in the amount specified in the Call Notice).

SECTION 4.   Representations and Warranties of the Company . The Company hereby represents and warrants to each of the other parties hereto as follows:

4.1           Organization and Standing . The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado and has all requisite corporate power and authority to carry on its business as now conducted. The Company is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect. “ Material Adverse Effect ” means a material adverse effect on the business or financial condition of the Company.

4.2           Corporate Power . The Company has all requisite legal and corporate power to enter into, execute and deliver each of the Loan Documents to which it is a party. This Agreement is, and upon issuance, the Note will be, the valid and binding obligations of the Company, enforceable in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, moratorium and other laws of general application affecting the enforcement of creditors’ rights.

4.3           Authorization .

(a)           Corporate Action . All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution, delivery and performance of the Loan Documents, the authorization, sale, issuance and delivery of the Note and the RMRA Stock and the performance of all of the Company’s obligations under this Agreement has been taken.

(b)           Valid Issuance . The Note (when issued in accordance with the terms of the Loan Documents) and the RMRA Stock, will be validly issued and will be free of any liens or encumbrances; provided , however , that the Note and the RMRA Stock are, or will be, subject to restrictions on transfer under (i) state and/or federal securities laws, and (ii) the Loan Documents.

(c)           No Registration . The offering of the Note and the RMRA Stock pursuant to the applicable Loan Documents are exempt from registration and qualification under state securities or “blue sky” laws, assuming the truthfulness of the Purchaser’s representations and warranties set forth below in this Agreement.

SECTION 5.   Representations and Warranties by the Purchaser . The Purchaser represents to the Company and RMRI as follows:

5.1           Investment Intent; Authority . The Purchaser is acquiring the Note and the RMRA Stock for investment for the Purchaser’s own account, not as nominee or agent, and not with a view toward, or for resale in connection with, any distribution or public offering thereof within the meaning of the Act. The Purchaser has the full right, power, authority and capacity to enter into and perform the Loan Documents to which it is a party and each such Loan Document constitutes a valid and binding obligation of the Purchaser, except as the same may be limited by bankruptcy, insolvency, moratorium and other laws of general application affecting the enforcement of creditors’ rights.

5.2           The Note and the RMRA Stock Not Registered . The Purchaser understands and acknowledges that the offering of the Note and the RMRA Stock pursuant to the applicable Loan Documents will not be registered under the Act or qualified under state securities or “blue sky” laws on the grounds that the offering and sale of securities contemplated by this Agreement are exempt from such registration and qualification, and that the Company’s reliance upon such exemptions is predicated upon the Purchaser’s representations and warranties set forth in this Agreement. The Purchaser acknowledges and understands that resale of the Note and the RMRA Stock shall be restricted indefinitely unless such resale is subsequently registered under the Act and qualified under state securities or “blue sky” laws or an exemption from such registration and such qualification is available which the Company does not anticipate. The Purchaser acknowledges that the Company is under no obligation to effect any registration with respect to the Note or the RMRA Stock or to file for or comply with any exemption from registration and does not anticipate doing so. Additionally, the Purchaser understands that the transfer of the Note and the RMRA Stock shall require compliance with the private placement exemption under the Act and shall additionally require the consent of the Company which consent may be withheld for any reason.

5.3           Transfer Restrictions; Lack of Liquidity . The Purchaser understands and acknowledges that (a) in no event will it sell, assign, transfer, pledge, encumber or dispose the Note or the RMRA Stock other than with the prior written consent of the Company, (b) a transfer of the RMRA Stock may only be effected on the books of the Company, at the Company’s sole discretion and (c) any attempted sale, assignment, transfer, pledge, encumbrance or disposition of the Note in violation of any of the Loan Documents shall be null and void ab initio . The Purchaser is financially capable of holding the Note and the RMRA Stock for an indefinite period of time and that it does not need liquidity with respect to its investment in the Note and the RMRA Stock.

5.4           Knowledge and Experience . The Purchaser: (a) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the Purchaser’s prospective investment in the Note and the RMRA Stock, (b) has the financial ability to bear the economic risks of the Purchaser’s prospective investment including the risk of a total loss of investment and a complete lack of liquidity, (c) has had all questions which have been asked by the Purchaser satisfactorily answered by Company, (d) has not been offered the Note or the RMRA Stock by any form of advertisement, article, notice or other communication published in any newspaper, magazine or similar media, or broadcast over television or radio, or any seminar or meeting whose attendees have been invited by any such media, (e) has determined that the Note and the RMRA Stock are a suitable investment for the Purchaser and (f) acknowledges and understands that no governmental authorities have passed upon the terms of the offering of the Note or the RMRA Stock or the disclosures made in connection therewith or made any finding or determination as to the fairness of an investment in the Note or the RMRA Stock.

5.5           Permitted Holder. The Purchaser (i) is an “accredited investor” within the meaning of Rule 501 of Regulation D of the Act and (ii) has a net worth (assets minus liabilities) of at least $1,000,000.

5.6           Organizational Documents . The Purchaser has carefully reviewed and understands the terms of the Company’s Articles of Incorporation and By-Laws.

5.7           No Reliance . In making its decision to purchase the Note and the RMRA Stock, the Purchaser has relied solely upon independent investigations made by the Purchaser or by its professional advisers. The Purchaser is not relying on the Company or RMRI with respect to any legal, tax or other economic considerations relating to the Purchaser’s investment decision.

5.8           No Oral Representations . The Purchaser confirms that no oral or written representations or warranties have been made to the Purchaser by the Company or any of its officers, employees, agents, sub-agents, affiliates or advisors, other than any representations of the Company contained herein, and in entering into any of the Loan Documents, the Purchaser is not relying upon any representations other than those contained herein.

5.9           Prohibited Party to Transaction . Neither the Purchaser nor any Person who owns an interest in the Purchaser (a “ Purchaser Party ”) is now, or shall be at any time prior to or at the date hereof, a Person with whom a United States citizen, entity organized under the laws of the United States or its territories or entity having its principal place of business within the United States or any of its territories, or a United States Financial Institution as defined in 31 U.S.C. Section 5312, as amended, is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States law, regulation, or executive orders and lists published by the Office of Foreign Assets Control, Department of the Treasury.

5.10         Money Laundering . To the best of the Purchaser’s knowledge, neither the Purchaser nor any Purchaser Party, nor any Person providing funds to the Purchaser: (i) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any Anti-Money Laundering Laws (as defined below); (ii) has been assessed civil or criminal penalties under any Anti-Money Laundering Laws; or (iii) has had any of its funds seized or forfeited in any action under any Anti-Money Laundering Laws. For purposes of this Section 5.10 , the term “Anti-Money Laundering Laws” shall mean laws, regulations and sanctions, state and federal, criminal and civil, that: (i) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (ii) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (iii) require identification and documentation of the parties with whom a financial institution conducts business; or (iv) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the USA PATRIOT Act of 2001, Pub. L. No. 107-56, the Bank Secrecy Act, 31 U.S.C. Section 5311 et. seq., the Trading with the Enemy Act, 50 U.S.C. Appendix, the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.

SECTION 6.   Conditions to Closing.

6.1           Conditions of the Purchaser’s Obligations at the Closing . The obligation of the Purchaser to purchase the Note is subject to the fulfillment to the Purchaser’s satisfaction (or waiver), prior to or at such Closing, of each of the following conditions:

(a)          The representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects (provided that any representation and warranty that is qualified as to materiality, Material Adverse Effect, or similar language shall be true and correct in all respects) on and as of the date of such Closing as if made on and as of such date.

(b)          The Company shall have performed and complied in all material respects with all agreements and obligations contained in this Agreement that are required to be performed or complied with by it on or before such Closing. The Company and RMRI shall have delivered signed counterparts of the Loan Documents, as applicable, on or prior to the Closing Date.

(c)          All corporate and other proceedings in connection with the transactions contemplated at the Closing and all documents incident thereto shall be reasonably satisfactory in form and substance to the Purchaser.

(d)          On or prior to the Closing Date, the Company shall have paid all fees and expenses of Greenberg Traurig, LLP incurred in connection with the preparation, negotiation and/or execution of the Loan Documents and the related acquisitions.

(e)          On or prior to the Closing Date, $1,500,000 of additional capital, in the form of an equity contribution or proceeds from the issuance of subordinated debt, will be contributed to the Company, and reasonably satisfactory evidence of the receipt of such equity contribution or the receipt of such proceeds of subordinated debt shall be provided to the Purchaser.

6.2           Conditions of the Company’s Obligations at Closing . The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment to the Company’s satisfaction (or waiver), prior to or at the Closing, of each of the following conditions:

(a)          The representations and warranties of the Purchaser participating in such Closing contained in this Agreement shall be true and correct in all material respects (provided that any representation and warranty that is qualified as to materiality, Material Adverse Effect, or similar language shall be true and correct in all respects) on and as of the date of such Closing as if made on and as of such date.

(b)          The Purchaser shall have delivered to the Company the applicable purchase price for the Note and the RMRA Stock at the Closing. The Purchaser shall have delivered signed counterparts of the Loan Documents on or prior to the Closing Date.

(c)          The Purchaser shall have delivered satisfactory evidence to the Company demonstrating that the sale of the Note and the RMRA Stock to the Purchaser is permitted by all applicable laws and regulations.

SECTION 7.   Affirmative Covenants of the Company . The Company covenants and agrees that, until the earlier of (i) the Maturity Date or (ii) the date of repayment of the Principal Amount plus all accrued interest on the Note, the Company shall:

(a)           Corporate Existence . Take all reasonably necessary action to maintain, preserve and renew (i) its corporate existence and (ii) all material licenses, authorizations and permits necessary to conduct its businesses, except where the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b)           Compliance with Laws . Comply with all applicable laws, rules and regulations of all governmental authorities, except where the failure to do so could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect

(c)           Books and Records . Maintain proper books of record and account in a manner to allow financial statements to be prepared in all material respects in conformity with U.S. GAAP consistently applied in respect of all material financial transactions and matters involving the assets and business of the Company.

SECTION 8.   Negative Covenants of the Company . The Company covenants and agrees that, until the earlier of (i) the Maturity Date or (ii) the date of repayment of the Principal Amount plus all accrued interest on the Note, the Company shall not:

(a)           Amendments to Organizational Documents . Amend its Articles of Incorporation or By-Laws in a manner that is materially adverse to the Purchaser.

(b)           Indebtedness . Create, incur, assume or suffer to exist any indebtedness other than (i) the Note and (ii) subordinated indebtedness in an aggregate amount of up to $1,500,000 to fund the acquisitions.

(c)           Issuance of Equity Interests . Issue any equity interests other than the common stock of the Company.

(d)           Material Transaction . Enter into any material joint venture, strategic partnership or make any material acquisition of or any material investment in any person (each a “ Transaction ”) other than (i) a public company merger or (ii) the acquisitions.

(e)           Change in Business . Change the business of the Company from the business conducted by the Company on the Closing Date, other than business activities which are extensions thereof or otherwise related thereto.

(f)            Change in Auditors. Change the Company’s independent public accounting firm without the Purchaser’s consent, other than to a “Big Four” accounting firm.

(g)           Change of Control. Enter into any transaction, or series of transactions, whether by merger, sale or otherwise that results in (i) a majority of the Company’s outstanding common stock being owned by one or more persons who are not holders of the Company’s outstanding common stock as of the Closing Date after giving effect to the transactions contemplated hereunder or (ii) the sale of all or substantially all of the Company’s assets to a person owned by one or more persons who are not holders of the Company’s outstanding common stock as of the Closing Date after giving effect to the transactions contemplated hereunder, provided that the sale of assets pursuant to Section 2.3 shall not result in an Event of Default under this clause (g).

(h)           Equity Plans. Adopt or otherwise implement any new stock option, stock grant or other equity compensation plan for the Company's employees, directors or consultants.

(i)            Liquidation. Take any action to liquidate, dissolve or otherwise win-dup the Company, except at the direction of the Purchaser.

(j)            Redemptions. Redeem or repurchase any outstanding RMRA Stock, except as provided under Section 3.2 and Section 3.3 .

(k)           No Impairment. Through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of the Note and in the taking of all such actions as may be necessary or appropriate in order to protect the respective conversion rights of the Purchaser against impairment.

(l)           No Issuance of Additional Stock. Issue any additional shares of common stock of the Company without the consent of the Purchaser.

SECTION 9.   Events of Default . If any of the following events (any such event, an “ Event of Default ”) shall occur:

(a)          the Company shall fail to observe or perform any material covenant or agreement contained in this Agreement, and such failure shall continue unremedied for a period of 15 days after written notice thereof from the Purchaser to the Company.

(b)          Payment default under the Note.

(c)          any representation or warranty made or deemed made by the Company in this Agreement shall prove to have been incorrect in any material respect when made or deemed made.

(d)          the Company shall (i) voluntarily commence any proceeding or file any petition or any notice of its intent to commence or file any such proceeding, petition or proposal seeking relief under Title 11 of the United States Code or any other federal or state bankruptcy, insolvency or similar law, (ii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator or similar official for any such person or for any substantial part of its property or assets, (iii) make a general assignment for the benefit of creditors, or (iv) take any corporate or stockholder action in furtherance of any of the foregoing.

(e)          an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of the Company or of any substantial part of the property or assets thereof, under Title 11 of the United States Code or any other federal or state bankruptcy, insolvency or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator or similar official for the Company or any substantial part of its property or (iii) the winding-up or liquidation of the Company, and such proceeding, petition or order shall continue undismissed or unstayed and in effect for a period of 90 consecutive days.

(f)          the Note shall cease to be in full force and effect and enforceable against the Company in accordance with the terms of the Loan Documents (other than by reason of any action taken (or the failure to take any action) by the Purchaser).

Upon the occurrence of any Event of Default (other than an Event of Default described in subsection (d) or (e) above, in which case all principal and interest shall automatically become immediately due and payable in full), at any time thereafter during the continuation of such Event of Default, the Purchaser may elect, by written notice delivered to the Company (a “ Remedies Election ”), to take any or all of the following actions: (i) declare the Note to be forthwith due and payable, whereupon the entire unpaid Principal Amount, together with accrued and unpaid Interest thereon (compounded monthly from the Closing Date to the date of payment of the Note in full), shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Company, anything contained herein or in the other Loan Documents to the contrary notwithstanding; and (ii) exercise any and all other remedies provided in the Loan Documents or available at law or in equity upon the occurrence and continuation of an Event of Default.

SECTION 10.  Miscellaneous .

10.1         Waiver and Amendments . Any provision of this Agreement and the other Loan Documents may be amended only upon the written consent of the Company, RMRI and the Purchaser. No waiver shall be effective against any party unless it shall be in writing and signed by such party. No failure or delay on the part of the Company, RMRI or the Purchaser in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

10.2         Governing Law . This Agreement and the other Loan Documents and all actions arising out of or in connection with the Loan Documents shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to the conflicts of law provisions thereof. The parties hereto irrevocably submit to the exclusive jurisdiction of any state or federal court sitting in the County of Clark, the State of Nevada, over any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents.

10.3         WAIVER OF JURY TRIAL . EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

10.4         Entire Agreement . The Loan Documents collectively constitute the full and entire agreement and understanding between and among the parties with regard to the subject matter hereof and thereof.

10.5         Survival . The representations, warranties, covenants and agreements made herein shall survive the execution and delivery of this Agreement.

10.6         Notices, etc . All notices, demands, approvals, consents and other communications provided for or permitted hereunder (each a “ Notice ”) shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next Business Day, (iii) three (3) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid or (iv) one (1) Business Day after deposit with a nationally recognized overnight courier, specifying next-day delivery, with written verification of receipt. Any such notice shall be sent by registered or certified first-class mail, return receipt requested, courier service, personal delivery or electronic mail, as follows:

If to the Company or RMRI:

9301 Wilshire Blvd., Suite 312

Beverly Hills, CA 90210

Attn: Chief Executive Officer

With a copy to:

Greenberg Traurig, LLP

1201 K Street, Suite 1100

Sacramento, CA 95814

Attn: Mark C. Lee

Phone: (916) 442-1111

Fax: (916) 448-1709

If to the Purchaser, to the address set forth below the signature of the Purchaser on the signature pages hereto. Any party may by Notice given in accordance with this Section 10.6 designate another address or person for receipt of Notices hereunder.

10.7         Validity . If any provision of this Agreement or any other Loan Document shall be judicially determined to be invalid, illegal or unenforceable, then the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

10.8         Counterparts, etc . This Agreement and the other Loan Documents may be executed (including by facsimile transmission) with counterpart signature pages or in any number of counterparts, each of which shall be an original, but all of which together shall be deemed to constitute one instrument. This Agreement and the other Loan Documents shall become effective upon the execution and delivery hereof by each of the parties hereto.

10.9         Severability . If any one or more of the provisions contained herein or in any of the other Loan Documents, or the application thereof in any circumstance, is held invalid, illegal or unenforceable in any respect for any reason, then the validity, legality and enforceability of any such provision hereof shall not be in any way impaired, unless the provision held invalid, illegal or unenforceable shall substantially impair the benefits of the remaining provisions hereof or thereof.

10.10       Expenses . Each of the Purchaser and the Company shall be responsible for their respective fees and expenses incurred in connection with the consummation of the transactions contemplated by this Agreement.

10.11       Advice of Counsel . Each of the parties hereto acknowledges that, in executing each of the Loan Documents, such party has had the opportunity to seek the advice of independent legal counsel, and has read and understood all of the terms and provisions of each of the Loan Documents.

[ Remainder of page intentionally left blank.

Signature pages follow. ]

IN WITNESS WHEREOF , the parties have caused this Note Purchase Agreement to be duly executed by their respective authorized signatories as of the date first indicated above.

EXHIBIT 10.2

THE NOTE EVIDENCED HEREBY HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE, AND MAY NOT BE OFFERED, TRANSFERRED, ASSIGNED, PLEDGED OR SOLD IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE NOTE UNDER THE SECURITIES ACT AND ANY SUCH APPLICABLE SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION.

RMR AGGREGATES, INC.

10% Note, due October 3, 2018

$2,250,000

October 3, 2016

FOR VALUE RECEIVED, the undersigned, RMR AGGREGATES, INC., (herein called the “Company”), a corporation organized and existing under the laws of the State of Colorado, hereby promises to pay to Central Valley Administrators Inc., or its registered assigns, $2,250,000 on October 3, 2018 (the “Maturity Date”), and to pay interest on the outstanding principal at maturity, at the rate of 10% per annum (compounded monthly and computed on the basis of a 360-day year of twelve 30-day months), until the principal is paid or made available for payment. Interest in respect of this Note will be added to the unpaid principal amount of the Note at the end of each month following the Closing Date (the “PIK Interest”). Amounts representing the PIK Interest shall be treated as unpaid principal for all purposes of the Loan Documents.

Payments of principal and interest on this Note will be payable at the address specified for the Purchaser in Section 10.6 of the Note Purchase Agreement (as hereinafter defined); provided that all payments of principal and interest on this Note, where the holder of this Note has given wire transfer instructions to the Company, will be made by wire transfer of immediately available funds to the accounts specified by such holder.

This Note is a duly authorized note of the Company (herein called the “Note”), issued under a Note Purchase Agreement, dated as of October 3, 2016 (as the same may be amended or supplemented from time to time, the “Note Purchase Agreement”), among the Company, the Purchaser party thereto and RMR Industrials, Inc. (“RMRI”) and is subject to the terms of the Note Purchase Agreement. Reference is hereby made to the respective rights, limitations of rights, duties and immunities thereunder of the Company, RMRI and the Purchaser of the Note set forth under the Note Purchase Agreement. Capitalized terms used herein which are not defined herein shall have the meaning ascribed to them in the Note Purchase Agreement.

This Note is secured by the Security Agreement and the Share Pledge Agreement referred to in the Note Purchase Agreement.

This Note is subject to the call right and the liquidation right set forth in the Note Purchase Agreement.

The holder of this Note will maintain in accordance with its usual practice an account evidencing the indebtedness of the Company under this Note, including the amounts of principal, interest and other amounts payable and paid from time to time under this Note. The entries made by the holder of this Note pursuant to the foregoing sentence shall constitute prima facie evidence of the existence and amount of the Indebtedness evidenced by this Note; provided, however, that any error in such account, shall not in any manner affect the obligations of the Company to repay or pay the loan evidenced by this Note, accrued interest thereon and the other obligations of the Company evidenced by this Note.

If an Event of Default shall occur and be continuing, the principal of this Note may be declared due and payable in the manner and with the effect provided in the Note Purchase Agreement.

The Note Purchase Agreement permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and RMRI and the rights of the Purchaser of the Note to be affected under the Note Purchase Agreement in accordance with the terms of Section 10.1 thereof. Any such amendment or modification by the holder of this Note shall be conclusive and binding upon such holder of this Note and upon all future holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Note.

No reference herein to the Note Purchase Agreement and no provision of this Note or of the Note Purchase Agreement shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency of the United States of America, herein prescribed, subject to the provisions of Note Purchase Agreement only.

No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

Prior to due presentment of this Note for registration of transfer, the Company, and any agent of the Company shall treat the Person in whose name this Note is registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Company nor any such agent shall be affected by notice to the contrary.

THIS NOTE AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEVADA, WITHOUT REGARD TO THE CONFLICTS OF LAW PROVISIONS THEREOF.

IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed as of the date first noted above.

EXHIBIT 10.3

SECURITY AGREEMENT dated as of October 3, 2016 (as amended, supplemented or otherwise modified from time to time, this “ Agreement ”), among RMR Aggregates, Inc., a Colorado corporation (the “ Company ”) and Central Valley Administrators Inc., a Nevada corporation (the “ Purchaser ”). Each capitalized term used but not defined herein shall have the meaning assigned thereto in the Note Purchase Agreement; provided that each term defined in the Nevada UCC (as defined herein) and not defined in this Agreement shall have the meaning specified in the Nevada UCC.

Reference is made to the Note Purchase Agreement dated as of the date hereof (the “ Note Purchase Agreement ”), entered into by and among the Company, the Purchaser and RMR Industrials, Inc., a Nevada corporation (“ RMRI ”). The Company is willing to execute and deliver this Agreement in order to induce the Purchaser to purchase the Note.

Accordingly, the parties hereto agree as follows:

1.1          Defined Terms .

“ Excluded Assets ” means (a) all leasehold interests in real property, (b) any governmental licenses or state or local franchises, charters or authorizations, (c) any asset if, to the extent and for so long as the grant of a lien thereon to secure the Secured Obligations is prohibited by any requirements of law or would require consent or approval of any governmental authority, and (d) any lease, license or other agreement or any property subject thereto (including pursuant to a purchase money security interest or similar arrangement).

“ Nevada UCC ” means the Uniform Commercial Code as from time to time in effect in the State of Nevada; provided , however , that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Purchaser’s security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code or similar law as in effect in a jurisdiction other than the State of Nevada, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.

“ Secured Obligations ” means the due and punctual payment by the Company of the Principal Amount plus all accrued interest under the terms of the Note.

1.2          Security Interest .

(a)          As security for the payment and performance in full of the Secured Obligations, the Company hereby grants to the Purchaser, its successors and permitted assigns, a security interest (the “ Security Interest ”) in all the Company’s right, title and interest in, to and under any and all of the following assets now owned or at any time hereafter acquired by the Company or in which the Company now has or at any time in the future may acquire any right, title or interest (collectively, the “ Collateral ”):

(i)          all Accounts;

(ii)         all Chattel Paper;

(iii)        all Deposit Accounts;

(iv)        all Documents;

(v)         all Equipment;

(vi)        all General Intangibles;

(vii)       all Instruments;

(viii)      all Inventory;

(ix)         all Investment Property;

(x)          all Letter-of-Credit Rights;

(xi)         all Commercial Tort Claims;

(xii)        all books and records pertaining to the Collateral; and

(xiii)       to the extent not otherwise included, all Proceeds and products of any and all of the foregoing and all collateral security and guarantees given by any Person with respect to any of the foregoing;

provided that in no event shall the Security Interest attach to any Excluded Assets (for the avoidance of doubt, it being understood that the term “Collateral” shall not include any Excluded Asset).

(b)          On the date hereof, the Company shall cause UCC-1 financing statements substantially in the form attached hereto as Exhibit A to be filed with the California Secretary of State and with the appropriate authorities in Colorado to perfect the liens intended to be created by this Agreement (the “ Financing Statements ”). The parties hereto hereby irrevocably authorize the Purchaser at any time and from time to time to file in any relevant jurisdiction any other financing statements with respect to the Collateral or any part thereof and amendments thereto that describe the collateral covered thereby in any manner that the Purchaser reasonably determines is necessary to ensure the perfection and continuation of the security interest in the Collateral granted under this Agreement, including indicating the Collateral as “all assets” of the Company or words of similar effect. The Company shall also enter into customary mortgages granting a lien in favor of the Purchaser on any fee-owned real property of the Company that is owned as of the date hereof to secure the Secured Obligations (it being understood that any such mortgages will be entered into on a post-closing basis within 120 days of the date hereof (or such later date as the Purchaser may reasonably agree)). The Company shall further take such additional perfection actions as may be reasonably requested by Purchaser as Purchaser may determine are required to perfect the liens intended to be created by this Agreement.

1.3            Representations and Warranties of the Company . The Company hereby represents and warrants to the Purchaser that the filings described in Section 1.2(b), are sufficient to create for the Purchaser valid and perfected security interests in the Collateral and that such perfected security interests have a first priority claim on the Collateral.

1.4            Remedies upon Event of Default . If an Event of Default shall have occurred and is continuing and the Purchaser shall have notified the Company of its intent to exercise its rights under the Note Purchase Agreement, the Company agrees to make available, on demand, each item of Collateral to the Purchaser or any Person designated by the Purchaser, and it is agreed that the Purchaser shall have the right, with or without legal process and with or without demand for performance but with notice (which need not be prior notice), to take possession of the Collateral and without liability for trespass to enter any premises where the Collateral may be located for the purpose of taking possession of or removing the Collateral and, generally, to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law.

1.5            Notices . All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and shall be given as provided in Section 10.6 of the Note Purchase Agreement.

1.6           Waivers; Amendment .

(a)          No failure or delay by the Purchaser in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Purchaser hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Company therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 1.5, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.

(b)          Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Purchaser and the Company.

1.7            Termination or Release .

(a)          This Agreement, the Security Interest and all other security interests granted hereby shall automatically terminate when the Secured Obligations have been paid in full in accordance with the terms of the Note Purchase Agreement.

(b)          In connection with any termination or release pursuant to paragraph (a) of this Section, the Purchaser shall execute and deliver to the Company all documents that the Company shall reasonably request to evidence such termination or release. Any execution and delivery of documents by the Purchaser pursuant to this Section shall be without recourse to or warranty by the Purchaser.

1.8            Governing Law . This Agreement and the other Loan Documents and all actions arising out of or in connection with the Loan Documents shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to the conflicts of law provisions thereof. The parties hereto irrevocably submit to the exclusive jurisdiction of any state or federal court sitting in the County of Clark, the State of Nevada, over any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents.

1.9            WAIVER OF JURY TRIAL . EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

EXHIBIT 10.4

SHARE PLEDGE AGREEMENT, dated as of October 3, 2016 (as amended, supplemented or otherwise modified from time to time, this “ Agreement ”), among RMR Industrials, Inc., a Nevada corporation (“ RMRI ”) and Central Valley Administrators Inc., a Nevada corporation (the “ Purchaser ”). Each capitalized term used but not defined herein shall have the meaning assigned thereto in the Note Purchase Agreement; provided that each term defined in the Nevada UCC (as defined herein) and not defined in this Agreement shall have the meaning specified in the Nevada UCC.

Reference is made to the Note Purchase Agreement dated as of the date hereof (the “ Note Purchase Agreement ”), entered into by and among RMR Aggregates, Inc., a Colorado corporation (the “ Company ”), the Purchaser and RMRI. RMRI is willing to execute and deliver this Agreement in order to induce the Purchaser to purchase the Note.

Accordingly, the parties hereto agree as follows:

1.1            Defined Terms .

“ Nevada UCC ” means the Uniform Commercial Code as from time to time in effect in the State of Nevada; provided , however , that, at any time, if by reason of mandatory provisions of law, any or all of the perfection or priority of the Purchaser’s security interest in any item or portion of the Collateral is governed by the Uniform Commercial Code or similar law as in effect in a jurisdiction other than the State of Nevada, the term “UCC” shall mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority and for purposes of definitions relating to such provisions.

“ Pledged Shares ” shall have the meaning assigned to such term in the Note Purchase Agreement.

“ Secured Obligations ” means the due and punctual payment by the Company of the Principal Amount plus all accrued interest under the terms of the Note.

1.2          Security Interest .

(a)          As security for the payment and performance in full of the Secured Obligations, RMRI hereby grants to the Purchaser, its successors and permitted assigns, a security interest (the “ Security Interest ”) in RMRI’s right, title and interest in, to and under the following (collectively, the “ Pledged Collateral ”):

(i)          the Pledged Shares; and

(ii)         all Proceeds and products of the Pledged Shares.

1.3          Perfection Actions .

(a)          On the date hereof, RMRI shall cause UCC-1 financing statements substantially in the form attached hereto as Exhibit A to be filed with the Nevada Secretary of State and the California Secretary of State to perfect the liens intended to be created by this Agreement (the “ Financing Statements ”). The parties hereto hereby irrevocably authorize the Purchaser at any time and from time to time to file in any relevant jurisdiction any other financing statements with respect to the Pledged Collateral or any part thereof and amendments thereto that describe the collateral covered thereby in any manner that the Purchaser reasonably determines is necessary to ensure the perfection and continuation of the security interest in the Pledged Collateral granted under this Agreement.

(b)          All certificates or instruments representing or evidencing the Pledged Collateral shall, within 5 Business Days of the date hereof (or such later date as the Purchaser may reasonably agree), be delivered to and held by or on behalf of the Purchaser pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank.

(c)          RMRI shall take such additional perfection actions as may be reasonably requested by Purchaser as Purchaser may determine are required to perfect the liens intended to be created by this Agreement.

1.4          Representations and Warranties of RMRI . RMRI hereby represents and warrants to each of the other parties hereto as follows:

(a)           Corporate Power . RMRI has all requisite legal and corporate power to enter into, execute and deliver this Agreement. This Agreement is a valid and binding obligation of RMRI, enforceable in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, moratorium and other laws of general application affecting the enforcement of creditors’ rights.

(b)           Corporate Action . All corporate action on the part of RMRI, its officers, directors and stockholders necessary for the authorization, execution, delivery and performance of this Agreement, the pledge of the Pledged Collateral and the performance of all of RMRI’s obligations under this Agreement has been taken.

(c)           Ownership of the Pledged Shares . RMRI is the beneficial and record owner of the Pledged Shares.

(d)           Perfected Security Interest . Upon completion of the perfection actions referred to in Section 1.3(a) and Section 1.3(b), the Purchaser shall have a valid and perfected first priority security interest in such Pledged Collateral.

(e)           Principal Address. RMRI’s principal executive office is located at: 9301 Wilshire Blvd., Suite 312 Beverly Hills, CA 90210.

1.5          Remedies upon Event of Default . If an Event of Default shall have occurred and is continuing and the Purchaser shall have notified the Company and RMRI of its intent to exercise its rights under the Note Purchase Agreement, the Company and RMRI agree to make available, on demand, each item of Pledged Collateral to the Purchaser or any Person designated by the Purchaser, and it is agreed that the Purchaser shall have the right, with or without legal process and with or without demand for performance but with notice (which need not be prior notice), to transfer to or to register in the name of the Purchaser or any of its nominees any or all of the Pledged Collateral and, generally, to exercise any and all rights afforded to a secured party under the Uniform Commercial Code or other applicable law.

1.6          Notices . All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and shall be given as provided in Section 10.6 of the Note Purchase Agreement.

1.7          Waivers; Amendment .

(a)          No failure or delay by the Purchaser in exercising any right or power hereunder or under any other Loan Document shall operate as a waiver thereof nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Purchaser hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by the Company therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 1.7 , and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.

(b)          Neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Purchaser and the Company.

1.8          Termination or Release .

(a)          This Agreement, the Security Interest and all other security interests granted hereby shall automatically terminate when the Secured Obligations have been paid in full in accordance with the terms of the Note Purchase Agreement.

(b)          In connection with any termination or release pursuant to paragraph (a) of this Section, the Purchaser shall execute and/or deliver to the Company or RMRI all documents and certificates or instruments evidencing the Pledged Collateral that the Company or RMRI shall reasonably request to evidence such termination or release. Any execution and delivery of documents, certificates or instruments by the Purchaser pursuant to this Section shall be without recourse to or warranty by the Purchaser.

1.9            Governing Law . This Agreement and the other Loan Documents and all actions arising out of or in connection with the Loan Documents shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to the conflicts of law provisions thereof. The parties hereto irrevocably submit to the exclusive jurisdiction of any state or federal court sitting in the County of Clark, the State of Nevada, over any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents.

1.10          WAIVER OF JURY TRIAL . EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

EXHIBIT 10.5

VOTING AGREEMENT

This Voting Agreement (this “ Agreement ”), dated as of October 3, 2016 (the “ Effective Date ”) between RMR Industrials, Inc., a Nevada corporation (“ RMRI ”), and Central Valley Administrators Inc. (the “ Purchaser ”), a Nevada corporation, together the sole stockholders of RMR Aggregates, Inc., a Colorado corporation (the “ Company ”).

WHEREAS, RMRI, the Company and the Purchaser have entered into that certain Note Purchase Agreement dated on or about the Effective Date (as may be amended from time to time, the “ Note Purchase Agreement ”) and the Company has executed that certain promissory note in favor of the Purchaser in connection therewith (as may be amended from time to time, the “ Note ,” and together with the Note Purchase Agreement and certain other ancillary agreements defined in the Note Purchase Agreement as the “ Loan Documents ”); and

WHEREAS, in order to induce Purchaser to enter into the Note Purchase Agreement, RMRI is willing to make certain representations, warranties, covenants and agreements with respect to the shares of $0.0001 par value common stock of the Company (“ Company Common Stock ”) beneficially owned (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) by RMRI and set forth below RMRI’s signature on the signature page hereto (the “ Original Shares ” and, together with any additional shares of the capital stock of the Company issued to RMRI pursuant to Section 3 hereof, the “ Shares ”).

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

1.             Definitions .

For purposes of this Agreement, capitalized terms used and not defined in this Agreement shall have the respective meanings ascribed to them in the Note Purchase Agreement.

2.             Agreement to Vote Shares; Irrevocable Proxy .

(a)          RMRI agrees, during any period beginning at such time that an Event of Default under the Loan Documents occurs and ending at such time as such Event of Default has been cured if such Event of Default is permitted to be cured under the Loan Documents and otherwise ending upon the payment of all amounts due Purchaser under or in connection with the Loan Documents (each, a “ Period of Default ”), that Purchaser shall have the right to vote the Shares, and to cause any holder of record of the Shares to vote or execute a written consent or consents if stockholders of the Company are requested to vote their shares through the execution of an action by written consent in lieu of any such annual or special meeting of stockholders of the Company pursuant to the sole and absolute discretion of the Purchaser, at every meeting (or in connection with any action by written consent) of the stockholders of the Company at which any matters are considered and at every adjournment or postponement thereof. Without limiting the generality of the preceding sentence, RMRI specifically acknowledges and agrees that Purchaser may, in its sole and absolute discretion, vote such Shares (i) against any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the Company’s timely payment and performance under the Loan Documents, (ii) in favor of a change in the voting rights of any class or series of shares of the capital stock of the Company (including any amendments to the Articles of Incorporation or Bylaws of the Company), (iii) in favor of issuing additional shares of common stock or other classes or series of shares of the capital stock of the Company, (iv) in favor of selling assets of the Company in an amount sufficient to repay outstanding amounts due under the Note, or (v) in favor of the dissolution and liquidation of the Company.

(b)           RMRI hereby appoints Purchaser and any designee of Purchaser, and each of them individually, its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during any Period of Default with respect to the Shares in accordance with Section 2(a) . This proxy and power of attorney is given to secure the performance of the duties of the RMRI under this Agreement. RMRI shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by RMRI shall be irrevocable during the term of this Agreement, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and by execution of this Agreement, RMRI revokes any and all prior proxies granted by RMRI with respect to the Shares. The power of attorney granted by RMRI herein is a durable power of attorney and shall survive the dissolution or bankruptcy of RMRI. The proxy and power of attorney granted hereunder shall terminate upon the termination of this Agreement.

3.             Additional Shares .

RMRI agrees that all shares of the capital stock of the Company that RMRI purchases, acquires the right to vote or otherwise acquires beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of after the execution of this Agreement shall be subject to the terms of this Agreement and shall constitute Shares for all purposes of this Agreement.

4.             Termination .

This Agreement shall be effective on the Effective Date and shall terminate upon the earlier of (a) full payment and performance of the obligations of the Company pursuant to the Loan Documents, or (b) the fifteenth annual anniversary of the Effective Date.

5.             Specific Performance .

Each party hereto acknowledges that it will be impossible to measure in money the damage to the other party if a party hereto fails to comply with any of the obligations imposed by this Agreement, that every such obligation is material and that, in the event of any such failure, the other party will not have an adequate remedy at law or damages. Accordingly, each party hereto agrees that injunctive relief or other equitable remedy, in addition to remedies at law or damages, is the appropriate remedy for any such failure and will not oppose the seeking of such relief on the basis that the other party has an adequate remedy at law. Each party hereto agrees that it will not seek, and agrees to waive any requirement for, the securing or posting of a bond in connection with the other party’s seeking or obtaining such equitable relief.

6.             Entire Agreement .

This Agreement supersedes all prior agreements, written or oral, between the parties hereto with respect to the subject matter hereof and contains the entire agreement between the parties with respect to the subject matter hereof. This Agreement may not be amended or supplemented, and no provisions hereof may be modified or waived, except by an instrument in writing signed by both of the parties hereto. No waiver of any provisions hereof by either party shall be deemed a waiver of any other provisions hereof by such party, nor shall any such waiver be deemed a continuing waiver of any provision hereof by such party.

7.             Notices .

All notices, requests, claims, demands, and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt), (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested), (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient, or (d) on the fifth day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set forth in the Note Purchase Agreement.

8.             Miscellaneous .

(a)          This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Nevada.

(b)          Each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns shall be brought and determined exclusively in the state or federal courts sitting in the County of Clark, the State of Nevada.

(c)           EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

(d)          If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement, or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(e)          This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

(f)          Each party hereto shall execute and deliver such additional documents as may be necessary or desirable to effect the transactions contemplated by this Agreement.

(g)          All section headings herein are for convenience of reference only and are not part of this Agreement, and no construction or reference shall be derived therefrom.

(h)          The obligations of RMRI set forth in this Agreement shall not be effective or binding upon RMRI until after such time as the Loan Documents are executed and delivered by the Company and the Purchaser, and the parties agree that there is not and has not been any other agreement, arrangement or understanding between the parties hereto with respect to the matters set forth herein.

(i)          Neither party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other party hereto, except that RMRI may assign, in its sole discretion, all or any of its rights, interests and obligations hereunder to any of its Affiliates.

[Signatures follow on a separate page.]

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the Effective Date.

EXHIBIT 10.6

SUBSCRIPTION AGREEMENT

THIS SUBSCRIPTION AGREEMENT (this “ Agreement ”) is by and between the undersigned Subscriber identified on the signature page attached hereto (the “ Subscriber ”) and RMR Industrials, Inc., a Nevada corporation, located at 9301 Wilshire Boulevard, Suite 312 Beverly Hills, CA 90210 (the “ Company ”).

In connection with a private placement offering (the “ Offering ”) of _________ shares of the Company’s Class B Common Stock, par value $0.001 per share (the “ Shares ”) and warrants to purchase up to __________ Shares in substantially the form attached hereto as Exhibit B (the “ Warrants ”), the Company desires to sell, and the Subscriber desires to purchase the number of Shares set forth on the signature page attached hereto.

NOW THEREFORE, in consideration of the foregoing recitals, the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1.          Subscription and Purchase .

Section 1.1 .           Subscription . Subject to the conditions set forth in Section 2 hereof, the Subscriber hereby subscribes for and agrees to purchase that number of Shares indicated on the signature page hereto on the terms and conditions described herein.

Section 1.2 .            Purchase of Shares . The Subscriber understands and acknowledges that the purchase price to be remitted to the Company in exchange for each Share is $15.00 per Share, for an aggregate purchase price as set forth on the signature page hereof (the “ Aggregate Purchase Price ”). The Subscriber’s delivery of this Agreement shall be accompanied by the completed Confidential Subscriber Questionnaire attached hereto as Schedule A and by payment for the Shares subscribed for hereunder, payable in United States Dollars, by check or by wire transfer and delivered contemporaneously with delivery of this Agreement. The Subscriber and the Company understand and agree that, subject to Section 2 and applicable laws, by the Subscriber’s execution and delivery this Agreement, and by the Company’s receipt thereof together with the completed Confidential Subscriber Questionnaire and payment for the Shares subscribed for hereunder, the Subscriber and the Company are entering into a binding agreement.

Section 1.3 .           Delivery of Certificates . The Subscriber hereby authorizes and directs the Company to deliver any certificates or other written instruments representing the Securities to be issued to such Subscriber pursuant to this Agreement to the address indicated on the signature page hereof. Certificates representing the Shares purchased by Subscriber shall be delivered promptly upon the Company’s receipt of this Agreement and the Confidential Subscriber Questionnaire.

Section 1.4 .           Warrants . For each Share purchased by the Subscriber, the Company agrees to issue a Warrant exercisable to purchase one Share (the “ Warrant Stock ” and collectively with the Shares and the Warrants, referred to herein as the “ Securities ”) at an exercise price of $15.00 per share. The Warrants shall be exercisable in accordance with the terms set forth in the Warrants over the shorter period of: a) one (1) year, or b) the Company Shares are uplisted and traded on either The New York Stock Exchange, The NASDAQ Global Market, The NASDAQ Capital Market, the NASDAQ Global Select Market or the NYSE MKT.

Section 2.          Representations and Warranties of the Subscriber . The Subscriber hereby represents and warrants to the Company as follows:

Section 2.1 .           Power and Authority . The Subscriber has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the Subscriber. The Subscriber is either an individual or an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder.

Section 2.2 .           Exempt Sale . The Subscriber acknowledges that the sale of the Securities is intended to be exempt from registration under the Securities Act of 1933, as amended (the “ Securities Act ”), by virtue of Section 4(a)(2) of the Securities Act and the provisions of Regulation D promulgated thereunder (“ Regulation D ”).

Section 2.3 .           Acquisition for Own Account . The Subscriber is acquiring the Securities solely for the Subscriber’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities (this representation and warranty shall in no way limit Subscriber’s right to sell the Securities in compliance with applicable federal and state securities laws).

Section 2.4 .           Financial Condition . The Subscriber’s financial condition is such that the Subscriber is able to bear the risk of holding the Securities for an indefinite period of time, the Subscriber has adequate means to provide for the Subscriber’s current financial needs and contingencies, the Subscriber has no need for liquidity in this investment and the Subscriber is able to risk the loss of the Subscriber’s entire investment in the Securities. The Subscriber’s overall commitment to investments that are not readily marketable such as an investment in the Securities is not disproportionate to the Subscriber’s net worth and the Subscriber’s investment in the Securities will not cause such overall commitments to become excessive.

Section 2.5 .           Sophistication . The Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “ Advisors ”) have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. The Subscriber, either alone or together with its Advisors, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the purchase of the Securities, and has so evaluated the merits and risks of such investment. The Subscriber has not authorized any Person to act as its “purchaser representative” (as that term is defined in Regulation D) in connection with purchase of the Securities.

Section 2.6 .           Review of Information . The Subscriber acknowledges that it has had access to the documents filed by the Company with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, and has carefully reviewed the same. The Subscriber has been furnished by the Company during the course of this transaction with all information regarding the Company and the Securities which the Subscriber has requested or desires to know; and the Subscriber and its Advisors, if any, have been afforded the opportunity to ask questions of and receive answers from duly authorized officers or other representatives of the Company concerning the purchase of the Securities, the business, financial condition, results of operation and prospects of the Company, and any additional information which the Subscriber has requested, and all such questions have been answered to the full satisfaction of the Subscriber and its Advisors, if any.

Section 2.7 .           Evaluation of Risks . The Subscriber has carefully considered the potential risks relating to the Company and a purchase of the Securities, including but not limited to a thorough review of the “Risk Factors” section of the Company’s public filings with the Securities Exchange Commission, and fully understands that the Securities are a speculative investment that involve a high degree of risk of loss of the Subscriber’s entire investment.

Section 2.8 .           No Oral Representations . The Subscriber confirms that no oral or written representations or warranties have been made to the Subscriber by the Company or any of its officers, employees, agents, sub-agents, affiliates or advisors, other than any representations of the Company contained herein, and in subscribing for the Securities, the Subscriber is not relying upon any representations other than those contained herein.

Section 2.9 .           No Reliance . The Subscriber is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to the legal, tax, economic and related considerations involved in this investment. The Subscriber has relied on the advice of, or has consulted with, only the Subscriber’s Advisors. Each Advisor, if any, is capable of evaluating the merits and risks of an investment in the Securities.

Section 2.10 .          Accredited Investor . The Subscriber has accurately completed the Confidential Subscriber Questionnaire attached hereto and is an “accredited investor” as that term is defined in Rule 501 of Regulation D.

Section 2.11 .          Restrictions on Transfer . The Subscriber will not sell or otherwise transfer any Securities without registration under the Securities Act or an exemption therefrom, and fully understands and agrees that the Subscriber must bear the economic risk of Subscriber’s purchase because, among other reasons, the Securities have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Subscriber is aware that the Securities are “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act (as such rule may be amended or superseded by a similar rule or regulation having substantially the same effect, “ Rule 144 ”), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Subscriber also understands that the Company is under no obligation to register the Securities on behalf of the Subscriber or to assist the Subscriber in complying with any exemption from registration under the Securities Act or applicable state securities laws. The Subscriber understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement.

Section 2.12 .          Restrictive Legends . The Subscriber understands and agrees that the certificates for the Securities shall bear substantially the following legend until (i) such Securities shall have been registered under the Securities Act and effectively disposed of in accordance with a registration statement that has been declared effective or (ii) in the opinion of counsel reasonably acceptable to the Company, such Securities may be sold without registration under the Securities Act, as well as any applicable “blue sky” or state securities laws:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) HOLDER CAN ESTABLISH TO THE REASONABLE SATISFACTION OF THE COMPANY (WHICH MAY INCLUDE RECEIPT OF AN OPINION OF COUNSEL FROM THE HOLDER OF SUCH SECURITIES) THAT AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.

Section 2.13 .          Address . The Subscriber hereby represents that the address of the Subscriber furnished at the end of this Agreement is the undersigned’s principal residence, if the Subscriber is an individual, or its principal business address if it is a corporation or other entity.

Section 2.14 .          Prohibited Party to Transaction . Neither Subscriber nor any Person who owns an interest in Subscriber (a “ Purchaser Party ”) is now, or shall be at any time prior to or at the date of closing of the sale of the Securities hereunder, a Person with whom a United States citizen, entity organized under the laws of the United States or its territories or entity having its principal place of business within the United States or any of its territories, or a United States Financial Institution as defined in 31 U.S.C. Section 5312, as amended, is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under United States law, regulation, or executive orders and lists published by the Office of Foreign Assets Control, Department of the Treasury (“ OFAC ”).

Section 2.15 .          Payment of Purchase Price . Subscriber has taken, and shall continue to take until the closing of the sale, such measures as are required by law to assure that the funds used to pay to the purchase price for the Securities are derived: (i) from transactions that do not violate United States law nor, to the extent such funds originate outside the United States, do not violate the laws of the jurisdiction in which they originated; and (ii) from permissible sources under United States law and to the extent such funds originate outside the United States, under the laws of the jurisdiction in which they originated.

Section 2.16 .          Money Laundering . To the best of Subscriber’s knowledge, neither Subscriber nor any Purchaser Party, nor any Person providing funds to Subscriber: (i) is under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any Anti-Money Laundering Laws (as defined below); (ii) has been assessed civil or criminal penalties under any Anti-Money Laundering Laws; or (iii) has had any of its funds seized or forfeited in any action under any Anti-Money Laundering Laws. For purposes of this Section 2.16 , the term “ Anti-Money Laundering Laws ” shall mean laws, regulations and sanctions, state and federal, criminal and civil, that: (i) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (ii) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (iii) require identification and documentation of the parties with whom a Financial Institution conducts business; or (iv) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the USA PATRIOT Act of 2001, Pub. L. No. 107-56 (the “ Patriot Act ”), the Bank Secrecy Act, 31 U.S.C. Section 5311 et. seq. (the “ Bank Secrecy Act ”), the Trading with the Enemy Act, 50 U.S.C. Appendix, the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et. seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.

Section 2.18 .          Short Covering . Subscriber will not use any of the Securities acquired pursuant to this Agreement to cover any short position in the Common Stock of the Company if doing so would be in violation of applicable securities laws.

Survival . The foregoing representations and warranties of the Subscriber shall survive the closing of the purchase and sale of the Securities.

Section 3.          Representations and Warranties of the Company . The Company hereby represents and warrants to the Subscriber as follows:

Section 3.1 .           Organization and Qualification . The Company is an entity duly incorporated, validly existing and in good standing under the laws of the State if Nevada, with the requisite power and authority to own and all requisite licenses, permits and franchises to own, operate, use or lease its properties and assets, to carry on its business as currently conducted and to enter into and perform its obligations under this Agreement.

Section 3.2 .           Authorization; Enforcement . The Company has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by the Company and is valid, binding and enforceable against the Company in accordance with its terms. Upon the execution and delivery of this Agreement by an authorized representative of the Company, this Agreement will become the valid and binding obligation of the Company, enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting enforcement of creditors' rights generally.

Section 3.3 .           Issuance of Securities . The Shares to be issued to the Subscriber pursuant to this Agreement, when issued and delivered in accordance with the terms of this Agreement will be duly authorized and validly issued and will be fully paid and non-assessable, free and clear of all liens, charges, security interests, encumbrances, rights of first refusal, preemptive rights or other restrictions imposed by the Company other than restrictions on transfer described in this Agreement.

Section 3.4 .           No Conflicts . The execution and delivery and the performance of this Agreement by the Company does not and will not (i) conflict with the Company’s articles of incorporation or bylaws, as amended to date, (ii) conflict with or result in a breach of any terms or provisions of, or constitute a default under, any material contract, agreement or instrument to which the Company is a party or by which the Company is bound, (iii) result in the creation of any liens upon any of the properties or assets of the Company, or (iv) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company is bound or affected; except in the case of each of clauses (ii), (iii) or (iv), such as would not reasonably be expected to adversely affect the Company or its operations in a material manner.

Section 3.5 .           Proceedings . There is not pending, or, to the knowledge of the Company, threatened, any material action, suit, litigation, arbitration or other proceeding that involves the Company, its business or any of its assets, or that challenges, or that may have the effect of preventing, delaying, making illegal or otherwise interfering with, any of the transactions contemplated by this Agreement.

Section 3.6 .           Licenses; Permits . The Company is not in violation of or in default under any governmental licenses, franchises, permits, approvals or other authorizations necessary for the ownership, lease, operation or use of its assets or for the conduct of its business as now conducted.

Section 3.7 .           Compliance with Laws . The Company and its business and assets have been and are currently owned, used and operated in substantial compliance in all material respects with all applicable federal, state and local statutes, ordinances, codes, regulations, and other laws.

Section 3.8 .           Taxes . Each federal, state and local tax required to have been paid, or claimed by any governmental authority to be payable, by the Company relating to its operations, assets, employees and properties has been duly paid in full on a timely basis. Each federal, state and local tax required to have been withheld or collected by the Company with respect to its operations, assets, employees and properties has been duly withheld and collected, and (to the extent required) each such tax has been paid to the appropriate governmental agency or other party, and no such taxes are owing.

Section 3.9 .           Survival . The foregoing representations and warranties of the Company shall survive the closing of the purchase and sale of the Securities.

Section 4.          Indemnification . Each party to this Agreement acknowledges that the such party understands the meaning and legal consequences of the representations and warranties and certifications contained in Section 2 and Section 3 above, as applicable, and that the other party is relying on such representations and warranties in consummating the transactions contemplated by this Agreement. Each party hereby agrees to indemnify and hold harmless the other party and its directors, officers, members, managers, representatives and agents from and against any and all loss, damage and liability due to or arising out of a breach of any representation, warranty or covenant of such party contained in this Agreement.

Section 5.          Expenses. Each of the Subscriber and the Company shall be responsible for their respective fees and expenses incurred in connection with the consummation of the transactions contemplated by this Agreement.

Section 6.          Miscellaneous.

Section 6.1 .          Execution; Counterparts, Binding Effect; Assignment; Integration . This Agreement may be executed in one or more counterparts, which together shall constitute one and the same agreement. Facsimile and electronically imaged signatures shall have the same force and effect as originals. This Agreement shall be binding upon and inure to the benefit of the heirs, executors, successors and permitted assigns of the parties. The Company may not assign this Agreement without the written consent of Subscriber (other than by merger). Subscriber may assign any or all of its rights under this Agreement to an assignee or transferee of its Securities, provided such assignee or transferee agrees in writing to be bound to the provisions of this Agreement that apply to “Subscriber” with respect to such Securities. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters.

Section 6.2 .           Modifications . No provision of this Agreement may be amended or waived except in a writing signed by both parties (in the case of an amendment) or signed by the party against whom enforcement of any such waived provision is sought (in the case of a waiver).

Section 6.3 .           Severability . If any term, provision or covenant of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of this Agreement shall remain in full force and effect and the parties shall use their commercially reasonable best efforts to find and employ an alternative means to achieve substantially the same result as that contemplated by such term, provision or covenant.

Section 6.4 .           Governing Law; Venue . This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without reference to the conflicts of law provisions thereof.

Section 6.5             Attorneys Fees . In the event of any controversy, claim, dispute or suit between the parties affecting or relating to the subject matter or performance of this Agreement or any portion thereof, the prevailing party shall be entitled to recovery from the non-prevailing party of all of its reasonable expenses, including reasonable attorneys’ fees and accountants’ fees and costs.

Section 6.6 .           WAIVER OF JURY TRIAL : THE PARTIES HEREBY WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.

SIGNATURE PAGE TO RMR INDUSTRIALS, INC. SUBSCRIPTION AGREEMENT

The undersigned Subscriber hereby certifies that he, she or it has received and relied solely upon this Subscription Agreement, including the exhibits hereto, and (ii) agrees to all the terms and makes all the representations set forth in this Subscription Agreement.

Instructions for Delivery of Securities:

The Subscriber certifies under penalty of perjury that (1) the Social Security Number or Taxpayer ID and address provided above is correct, (2) the Subscriber is not subject to backup withholding (unless otherwise noted above) either because he has not been notified that he is subject to backup withholding or because the Internal Revenue Service has notified him that he is no longer subject to backup withholding and (3) the Subscriber (unless a non-U.S. Subscriber) is not a nonresident alien, foreign partnership, foreign trust or foreign estate.

THE SUBSCRIPTION FOR SHARES OF RMR INDUSTRIALS, INC. BY THE ABOVE NAMED SUBSCRIBER(S) IS ACCEPTED THIS ________ DAY OF ______________________, 2016.

EXHIBIT 10.7

THE SECURITIES EVIDENCED BY THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE SOLD, TRANSFERRED, OR ASSIGNED, UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT COVERING SUCH SECURITIES, OR THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION UNDER THE SECURITIES ACT.

WARRANT

TO PURCHASE CLASS B COMMON STOCK

OF

RMR INDUSTRIALS, INC.

THIS WARRANT is being issued in connection with a private placement offering of up to _________ shares of RMR Industrials, Inc., a Nevada corporation (the “ Company ”) Class B Common Stock, par value $0.001 per share and the corresponding subscription agreement between the Company and _______ (the “ Holder ”).

1.     Issuance of Warrant . FOR VALUE RECEIVED , on and after the date of issuance of this Warrant, and subject to the terms and conditions herein set forth, the Holder is entitled to purchase from RMR Industrials, Inc., a Nevada corporation (the “ Company ”), at any time during the Exercise Period (as defined below), at a price per share equal to the Warrant Price (as defined below and subject to adjustment as described below), the Warrant Stock (as defined below and subject to adjustment as described below) upon exercise of this warrant (this “ Warrant ”) pursuant to Section 6 hereof. This Warrant is being issued pursuant to the terms of the Subscription Agreement, dated as of even date herewith by and between the Company and the Holder (the “ Agreement ”). Capitalized terms not otherwise defined herein shall have the meanings given to them in the Agreement.

2.     Definitions . As used in this Warrant, the following terms have the definitions ascribed to them below:

(a)    “ Common Stock ” means the Class B Common Stock, $0.001 par value, of the Company.

(b)    “ Exercise Period ” means the period commencing on the Date and ending at 5:00 p.m. Pacific Standard Time on the Termination Date (as defined below); provided , however , the Exercise Period shall end and this Warrant shall no longer be exercisable and shall become null and void (except the right to receive the securities and property to which the Holder is entitled by virtue of exercising or converting this Warrant in connection with any Termination Event) upon consummation of any of the following (each, a “ Termination Event ”): (i) the lease of all or substantially all of the assets of the Company or the exclusive license of all or substantially all of the Company’s intellectual property to a third party, (ii) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including without limitation, any reorganization, merger or consolidation, but excluding any merger or conversion effected exclusively for the purpose of changing the domicile of the Company), (iii) the sale, conveyance or disposal of all or substantially all of the assets of the Company, unless the Company’s shareholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Company’s acquisition or sale or otherwise) hold at least fifty percent (50%) of the voting power of the surviving or acquiring entity, or (iv) upon redemption by the Company under Section 7 of this Warrant. Notwithstanding anything to the contrary herein, this Warrant shall continue in full force and effect until the Termination Date unless (y) no less than thirty (30) days prior to any Termination Event, the Company shall have given the Holder notice of such Termination Event, which notice shall include a reasonably detailed description of the terms of such Termination Event, and (z) the Company shall have given the Holder a reasonable opportunity to exercise or convert this Warrant.

(c)    “ Termination Date ” means the earlier of a) one (1) year from the Date, or b) the Company shares are uplisted and traded on either The New York Stock Exchange, The NASDAQ Global Market, The NASDAQ Capital Market, the NASDAQ Global Select Market or the NYSE MKT.

(d)     “ Warrant Price ” means a price per Warrant Stock equal to $15.00, subject to adjustment hereunder.

(e)     “ Warrant Stock ” means the shares of Common Stock purchasable upon exercise of this Warrant.

3.     Adjustments and Notices . The Warrant Price and the number of shares of Warrant Stock shall be subject to adjustment from time to time in accordance with this Section 3.

(a)      Adjustments to Warrant Stock . When any adjustment is required to be made to the Warrant Price, the number of shares of Warrant Stock purchasable upon the exercise of this Warrant shall be changed to the number determined by dividing (i) an amount equal to the number of shares issuable upon the exercise of this Warrant immediately prior to such adjustment, multiplied by the Warrant Price in effect immediately prior to such adjustment, by (ii) the Warrant Price in effect immediately after such adjustment.

(b)      Reclassification, Exchange, Substitution, In-Kind Distribution . Upon any reclassifications, exchange, substitution or other event that results in a change of the number and/or class of the securities issuable upon exercise of this Warrant or upon the payment of a dividend in securities or property other than shares of Common Stock, the Holder shall be entitled to receive, upon exercise of this Warrant, the number and kind of securities and property that Holder would have received if this Warrant had been exercised or converted immediately before the record date for such reclassification, exchange, substitution, or other event or immediately prior to the record date for such dividend. The Company or its successor shall promptly issue to Holder a new warrant for such new securities or other property. The new warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Warrant. The provisions of this Section 3(b) shall similarly apply to successive reclassifications, exchanges, substitutions, or other events and successive dividends.

(c)      Certificate of Adjustment . In each case of an adjustment or readjustment of the Warrant Price, the Company, at its own expense, shall compute such adjustment or readjustment in accordance with the provisions hereof and prepare a certificate executed by the Company’s Chief Financial Officer showing such adjustment or readjustment, and shall mail such certificate, by first class mail, postage prepaid, to the Holder.

(d)      No Impairment . The Company shall not, by amendment of its Articles of Incorporation or through a reorganization, transfer of assets, consolidation, dissolution, issue, or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed under this Warrant by the Company, but shall at all times in good faith assist in carrying out all of the provisions of this Section 3 and in taking all such action as may be necessary or appropriate to protect the Holder’s rights under this Section 3 against impairment.

(e)      Fractional Shares . No fractional shares shall be issuable upon exercise or conversion of the Warrant and the number of shares to be issued shall be rounded to the nearest whole share. If a fractional share interest arises upon any exercise or conversion of the Warrant, the Company shall eliminate such fractional share interest by paying the Holder an amount computed by multiplying the fractional interest by the fair market value of a full share.

4.     Reservation of Stock . On and after the Date, the Company shall reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Warrant Stock upon the exercise or conversion of this Warrant. Issuance of this Warrant shall constitute full authority to the Company’s officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Warrant Stock issuable upon the exercise or conversion of this Warrant.

5.     Exercise of Warrant .

(a)     This Warrant may be exercised as a whole or part by the Holder, at any time after the date hereof prior to the termination of this Warrant, by the surrender of this Warrant, together with the Notice of Exercise and Investment Representation Statement in the forms attached hereto as Attachments 1 and 2 , respectively, duly completed and delivered to the principal office of the Company, specifying the portion of the Warrant to be exercised and accompanied by payment in full of the Warrant Price in cash or by check with respect to the shares of Warrant Stock being purchased. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of its surrender for exercise as provided above, and the person entitled to receive the shares of Warrant Stock issuable upon such exercise shall be treated for all purposes as the holder of such shares of record as of the close of business on such date. As promptly as practicable after such date, the Company shall issue and deliver to the person or persons entitled to receive the same a certificate or certificates for the number of full shares of Warrant Stock issuable upon such exercise. If this Warrant shall be exercised for less than the total number of shares of Warrant Stock then issuable upon exercise, promptly after surrender of this Warrant upon such exercise, the Company will execute and deliver a new warrant, dated the date hereof, evidencing the right of the Holder to the balance of this Warrant Stock purchasable hereunder upon the same terms and conditions set forth herein.

(b)     Notwithstanding anything to the contrary contained in this Warrant, this Warrant shall not be exercisable by the Holder hereof to the extent (but only to the extent) necessary to ensure that, following such exercise, the total number of shares of Common Stock then beneficially owned by Holder and its affiliates and any other persons whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does not exceed 4.999% of the total number of issued and outstanding shares of Company Common Stock. For such purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations thereunder. Notwithstanding the foregoing, Holder may waive such limitation on exercise contained in this Section 5(b) or increase or decrease such limitation percentage to any other percentage as specified in a written notice to the Company no less than sixty (60) days from the effective date of such increase or decrease.

(c)     If at any time after the six (6) month anniversary of the Date, there is no effective Registration Statement registering, or no current prospectus available for, the resale of the Warrant Stock by the Holder, then this Warrant may also be exercised, in whole or in part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant Stock equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) = the volume weighted average price (“ VWAP ”) on the business day immediately preceding the date on which Holder elects to exercise this Warrant by means of a “cashless exercise,” as set forth in the applicable Notice of Exercise;

(B) = the Warrant Price of this Warrant, as adjusted hereunder; and

(X) = the number of Warrant Stock that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

Notwithstanding anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant to this Section 5(c).

6.     Transfer of Warrant . Notwithstanding anything to the contrary herein, subject to applicable securities laws, this Warrant may be transferred or assigned in whole or in part by the Holder, and the Company shall permit such transfer or assignment to an affiliate of the Holder.

7.     Redemption

(a)     Warrants may be redeemed, at the option of the Company, at any time after they become exercisable and prior to the Termination Date, upon the notice referred to in Section 7(b) at the price of $0.01 per Warrant (the “ Redemption Price ”), provided, however, that (a) (i) the last reported sales price of the Common Stock has been equal to or greater than $20.00 for each trading day in the 7-trading-day period ending on the third business day prior to the notice of redemption to the Holder, or (ii) the Common Stock is quoted on or listed for trading on either The New York Stock Exchange, The Nasdaq Global Market, The NASDAQ Capital Market, The Nasdaq Global Select Market or the NYSE MKT.

(b)     In the event the Company shall elect to redeem the Warrant, the Company shall fix a date for the redemption. Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the date fixed for redemption to the Holder at their last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given on the date sent whether or not the Holder received such notice.

(c)     The Warrant may be exercised for cash in accordance with Section 5 of this Warrant at any time after notice of redemption shall have been given by the Company and prior to the time and date fixed for redemption. On and after the redemption date, the record holder of the Warrant shall have no further rights except to receive the Redemption Price upon surrender of the Warrant.

(d)     The Company understands that the redemption rights provided for by this Section 7 apply only to outstanding Warrants. To the extent a person holds rights to purchase Warrant, such purchase rights shall not be extinguished by redemption. However, once such purchase rights are exercised, the Company may redeem the Warrant issued upon such exercise provided that the criteria for redemption is met, including the opportunity of the holders to exercise prior to redemption pursuant to Section 7.

8.     Termination . This Warrant shall terminate at 5:00 p.m. Pacific Standard Time on the Termination Date, subject to earlier termination as set forth in Section 2(c) hereof.

9.     Miscellaneous . This Warrant shall be governed by the laws of the State of Nevada, as such laws are applied to contracts to be entered into and performed entirely in Nevada. In the event of any dispute among the Holder and the Company arising out of the terms of this Warrant, the parties hereby consent to the exclusive jurisdiction of the federal and state courts located in the State of Nevada for resolution of such dispute, and agree not to contest such exclusive jurisdiction or seek to transfer any action relating to such dispute to any other jurisdiction. The headings in this Warrant are for purposes of convenience and reference only, and shall not be deemed to constitute a part hereof. Neither this Warrant nor any term hereof may be changed or waived orally, but only by an instrument in writing signed by the Company and the Holder of this Warrant.

Exhibit 10.8

EXECUTION VERSION

ASSET PURCHASE AGREEMENT

between

Calx Minerals, LLC

and

RMR Aggregates, Inc.

dated as of

October 7, 2016

TABLE OF CONTENTS

Exhibits

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “ Agreement ”), is entered into between CalX Minerals, LLC, a Colorado limited liability company (“ Seller ”), and RMR Aggregates, Inc., a Colorado corporation (“ Buyer ”) on October ___, 2016.

RECITALS

WHEREAS, Seller owns forty-one (41) Bureau of Land Management (“ BLM ”) unpatented placer mining claims on which Seller operates the Mid-Continent Limestone Quarry located in Garfield County, Colorado relating to (i) the development, exploitation of calcium carbonate and dolomite deposits and (ii) the mining, processing, pulverizing, preparation, packaging, marketing, selling and shipping of limestone (the “ Business ”); and

WHEREAS, Seller wishes to sell and assign to Buyer, and Buyer wishes to purchase and assume from Seller, substantially all the assets, and certain specified liabilities, of the Business, subject to the terms and conditions set forth herein.

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

Article I
Definitions

The following terms have the meanings specified or referred to in this Article I :

“ Access Rights ” means easements, right-of ways, permits, licenses, contract rights and other rights for ingress, egress, utilities, pipelines, power facilities, communication facilities or other facilities.

“ Acquisition Proposal ” has the meaning set forth in Section 6.03(a) .

“ Action ” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.

“ Affiliate ” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, 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.

“ Agreement ” has the meaning set forth in the preamble.

“ Allocation Schedule ” has the meaning set forth in Section 2.06 .

“ Annual Financial Statements ” has the meaning set forth in Section 4.04 .

“ Assigned Contracts ” has the meaning set forth in Section 2.01(g) .

“ Assumed Liabilities ” has the meaning set forth in Section 2.03.

“ Balance Sheet ” has the meaning set forth in Section 4.04 .

“ Balance Sheet Date ” has the meaning set forth in Section 4.04 .

“ Basket ” has the meaning set forth in Section 8.04(a) .

“ Benefit Plan ” has the meaning set forth in Section 4.19(a) .

“ Bill of Sale ” has the meaning set forth in Section 3.02(a)(i) .

“ Books and Records ” has the meaning set forth in Section 2.01(n) .

“ Business ” has the meaning set forth in the recitals.

“ Business Day ” means any day except Saturday, Sunday or any other day on which commercial banks located in Colorado are authorized or required by Law to be closed for business.

“ Buyer ” has the meaning set forth in the preamble.

“ Buyer Closing Certificate ” has the meaning set forth in Section 7.03(e) .

“ Buyer Indemnitees ” has the meaning set forth in Section 8.02 .

“ Buyer’s Accountants ” means Hein & Associates LLP.

“ Cap ” has the meaning set forth in Section 8.04(a) .

“ CERCLA ” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.

“ Closing ” has the meaning set forth in Section 3.01 .

“ Closing Date ” has the meaning set forth in Section 3.01 .

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

“ Contracts ” means all contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, joint ventures and all other agreements, commitments and legally binding arrangements, whether written or oral.

“ Dartagnan Litigation ” means litigation involving a dispute between Dartagnan LLC and BCM CalX Fund LP. Such litigation commenced by BCM CalX Fund LP in June 2011, and was resolved in Dartagnan LLC’s favor, via grant of its motion for summary judgment on April 19, 2013.

“ Deed ” has the meaning set forth in Section 3.02(a)(iv) .

“ Designated Buyer ” has the meaning set forth in Section 10.07 .

“ Direct Claim ” has the meaning set forth in Section 8.05(c) .

“ Disclosure Schedules ” means the Disclosure Schedules delivered by Seller to Buyer concurrently with the execution and delivery of this Agreement.

“ Dollars or $ ” means the lawful currency of the United States.

“Drop Dead Date ” has the meaning set forth in Section 9.01(b)(ii).

“ Encumbrance ” means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

“ Environmental Claim ” means any Action, Governmental Order, lien, fine, penalty, or, as to each, any settlement or judgment arising therefrom, by or from any Person alleging liability of whatever kind or nature (including liability or responsibility for the costs of enforcement proceedings, investigations, cleanup, governmental response, removal or remediation, natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting from: (a) the presence, Release of, or exposure to, any Hazardous Materials; or (b) any actual or alleged non-compliance with any Environmental Law or term or condition of any Environmental Permit.

“ Environmental Law ” means any applicable Law, and any Governmental Order or binding agreement with any Governmental Authority: (a) relating to pollution (or the cleanup thereof) or the protection of natural resources, endangered or threatened species, human health or safety, or the environment (including ambient air, soil, surface water or groundwater, or subsurface strata); or (b) concerning the presence of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, production, disposal or remediation of any Hazardous Materials. The term “Environmental Law” includes, without limitation, the following (including their implementing regulations and any state analogs): the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§ 9601 et seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution Control Act of 1972, as amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq.; the Toxic Substances Control Act of 1976, as amended, 15 U.S.C. §§ 2601 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et seq.; the Clean Air Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq.; and the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. §§ 651 et seq.

“ Environmental Notice ” means any written directive, notice of violation or infraction, or notice respecting any Environmental Claim relating to actual or alleged non-compliance with any Environmental Law or any term or condition of any Environmental Permit.

“ Environmental Permit ” means any Permit, letter, clearance, consent, waiver, closure, exemption, decision or other action required under or issued, granted, given, authorized by or made pursuant to Environmental Law.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.

“ ERISA Affiliate ” means all employers (whether or not incorporated) that would be treated together with the Seller or any of its Affiliates as a “single employer” within the meaning of Section 414 of the Code.

“ Excluded Assets ” has the meaning set forth in Section 2.02 .

“ Excluded Contracts ” has the meaning set forth in Section 2.02

“ Excluded Liabilities ” has the meaning set forth in Section 2.04 .

“ Financial Statements ” has the meaning set forth in Section 4.04 .

“ Fines ” has the meaning set forth in Section 4.27 .

“ FIRPTA Certificate ” has the meaning set forth in Section 7.02(s) .

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

“ Government Contracts ” has the meaning set forth in Section 4.07(a)(viii) .

“ Governmental Authority ” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

“ Governmental Order ” means any order, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“ Guaranty Agreement ” means that certain guaranty agreement entered into by Buyer and the Guarantor Entity, upon which the Guarantor Entity guarantees all of the obligations, representations and indemnities of Seller hereunder this Agreement.

“ Guarantor Entity ” means Satuit LLC, a Colorado limited liability company.

“ Hazardous Materials ” means: (a) any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring or manmade, that is hazardous, acutely hazardous, toxic, or words of similar import or regulatory effect under Environmental Laws; and (b) any petroleum or petroleum-derived products, radon, radioactive materials or wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation and polychlorinated biphenyls.

“ Indebtedness ” means with respect to Seller any obligations of Seller for borrowed money (including outstanding principal and unpaid interest, penalties, fees and expenses thereon), (ii) to the extent not included in the preceding clause, evidenced by a note, debenture, bankers acceptance, letter of credit or similar instrument or facility (including a purchase money obligation) given in connection with the acquisition of any property or assets, including securities, (iii) to the extent not included in the preceding clauses, upon which interest charges (other than late payment charges) are customarily paid or owed, issued or assumed as the deferred purchase price of property or services, conditional sale obligations and obligation under any title retention agreement, any direct or indirect guarantee, any obligation or reimburse any bank or other Person for amount aid under any letter of credit and any obligations under interest rate currency and other drive contracts.

“ Improvements ” means buildings, millsites, fixtures, improvements, tunnels, drifts, power lines, pipe lines, roads and other similar facilities on the Land.

“ Indemnified Party ” has the meaning set forth in Section 8.05 .

“ Indemnifying Party ” has the meaning set forth in Section 8.05 .

“ Insurance Policies ” has the meaning set forth in Section 4.15 .

“ Intellectual Property ” means any and all trademarks and domain names; original works of authorship and related copyrights, trade secrets, whether or not patentable; designs and inventions and related patents; and similar intangible property in which any Person holds proprietary rights, title, interest or protections, however arising, pursuant to the Laws of any jurisdiction throughout the world, and all applications, registrations, renewals, issues, reissues, divisions and continuations in connection with any of the foregoing.

“ Intellectual Property Agreements " means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not to sue, permissions and other Contracts (including any right to receive or obligation to pay royalties or any other consideration), whether written or oral, relating to any Intellectual Property that is used in or necessary for the conduct of the Business as currently conducted to which Seller is a party, beneficiary or otherwise bound.

“ Intellectual Property Assignments ” has the meaning set forth in Section 3.02(a)(vii) .

“ Inventory ” has the meaning set forth in Section 2.01(f) .

“ Knowledge of Seller or Seller’s Knowledge ” or any other similar knowledge qualification, means the actual or constructive knowledge of any director, manager or officer of Seller, after due inquiry.

“ Land” means those certain tracts or parcels of land owned, leased, or possessed by Seller, including by not limited to the forty-one (41) Mining Claims as defined in Section 4.10(a) herein, and/or the Mining Complex located in Garfield County as set forth on Exhibit D , together with all Improvements, easements, hereditaments, Access Rights, Water Rights, privileges, and rights appurtenant and/or related thereto.

“ Law ” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

“ Liabilities ” means liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted, known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise.

“ Losses ” means losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers; provided, however, that “Losses” shall not include punitive damages, except in the case of fraud or to the extent actually awarded to a Governmental Authority or other third party.

“ Material Adverse Effect ” means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (a) the business, results of operations, condition (financial or otherwise) or assets of the Business, (b) the value of the Purchased Assets, or (c) the ability of Seller to consummate the transactions contemplated hereby on a timely basis; provided , however , that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the Business operates; (iii) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (iv) any action required or permitted by this Agreement, except pursuant to Section 6.08 ; (vi) any changes in applicable Laws or accounting rules, including GAAP; or (vii) the public announcement, pendency or completion of the transactions contemplated by this Agreement; provided further , however , that any event, occurrence, fact, condition or change referred to in clauses (i) through (iv) immediately above shall be taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition or change has a disproportionate effect on the Business compared to other participants in the industries in which the Business operates.

“ Material Contracts ” has the meaning set forth in Section 4.07(a) .

“ Material Customers ” has the meaning set forth in Section 4.14(a) .

“ Material Suppliers ” has the meaning set forth in Section 4.14(b) .

“ Mineral Rights ” means the right to exploit, mine or produce any minerals lying beneath the surface of a property.

“ Mining Claims ” has the meaning set forth in Section 4.10(a) .

“ Mining Complex ” means the mining complex commonly referred to as the “Mid-Continent Limestone Quarry” located in Garfield County, Colorado as set forth on the map attached as Exhibit B .

“ Permits ” means all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained, or required to be obtained, from Governmental Authorities.

“ Permitted Encumbrances ” has the meaning set forth in Section 4.08 .

“ Person ” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

“ Plans of Operations ” means those plans of operations under which Seller operates its Business under.

“ Post-Closing Tax Period ” means any taxable period beginning after the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such taxable period beginning after the Closing Date.

“ Pre-Closing Tax Period ” means any taxable period ending on or before the Closing Date and, with respect to any taxable period beginning before and ending after the Closing Date, the portion of such taxable period ending on and including the Closing Date.

“ Purchase Price ” has the meaning set forth in Section 2.05 .

“ Purchased Assets ” has the meaning set forth in Section 2.01 .

“ Purchased IP ” has the meaning set forth in Section 4.11(a) .

“ Reclamation Plan ” means that certain reclamation plan approved by the Mined Land Reclamation Division and any related amendments thereto.

“ Reclamation Obligations ” means all reclamation and similar obligations arising from Seller’s ownership and operation of the Business and/or the Purchased Assets.

“ Release ” means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, abandonment, disposing or allowing to escape or migrate into or through the environment (including, without limitation, ambient air (indoor or outdoor), surface water, groundwater, land surface or subsurface strata or within any building, structure, facility or fixture).

“ Representative ” means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.

“ Restricted Business ” means the (i) ownership or operation of limestone mines and (ii) the marketing, distribution, or sale of limestone.

“ Restricted Period ” has the meaning set forth in Section 6.07(a) .

“ Seller ” has the meaning set forth in the preamble.

“ Seller Closing Certificate ” has the meaning set forth in Section 7.02(k) .

“ Seller Indemnitees ” has the meaning set forth in Section 8.03 .

“ Tangible Personal Property ” has the meaning set forth in Section 2.01(e) .

“ Taxes ” means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, documentary, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.

“ Tax Return ” means any return, declaration, report, claim for refund, information return or statement or other document relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“ Territory ” means Colorado.

“ Third Party Claim ” has the meaning set forth in Section 8.05(a) .

“ Town of Basalt Litigation ” means litigation involving a dispute between Seller and the Town of Basalt, for which mediation concluded in March 2016.

“ Transaction Documents ” means this Agreement, the Bill of Sale, the assignments, Intellectual Property Assignments, deed(s), lease assignment and assumption agreement(s), and the other agreements, instruments and documents required to be delivered at the Closing.

“ Transitions Services Agreement ” means that Transition Services Agreement to be entered into as of the Closing Date in substantially the form attached hereto as Exhibit A .

“ Union ” has the meaning set forth in Section 4.20(b) .

“ WARN Act ” means the federal Worker Adjustment and Retraining Notification Act of 1988, and similar state, local and foreign laws related to plant closings, relocations, mass layoffs and employment losses.

“ Water Rights” means water rights, water leases and water supply agreements, ditch rights or other interests in water or water conveyance rights owned, leased or possessed by the Seller.

Article II
Purchase and Sale

Section 2.01         Purchase and Sale of Assets . Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “ Purchased Assets ”), including, without limitation, the following:

(a)          all Improvements;

(b)          all Access Rights;

(c)          all Water Rights;

(d)          all Mining Claims;

(e)          all equipment, fixed assets other tangible assets, including all mobile mining equipment, machinery, tools, vehicles, office equipment, furniture, supplies, computers, and telephones of Seller wherever located, including at the Mining Complex, loadouts, preparation plants, active mining areas, reclamation areas, storage areas or elsewhere, set forth on Section 2.01(g) of the Disclosure Schedules (the “ Tangible Personal Property ”);

(f)          all limestone and other inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“ Inventory ”);

(g)          all Contracts, Intellectual Property Agreements, and equipment leases, set forth on Section 2.01(g) of the Disclosure Schedules (the “ Assigned Contracts ”);

(h)          all Permits, including Environmental Permits, which are held by Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets, including, without limitation, those listed on Section 4.17(b) and Section 4.18(b) of the Disclosure Schedules;

(i)          all Purchased IP;

(j)          all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise;

(k)          all prepaid expenses, deposits, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (excluding any such items to the extent they relate primarily to any Excluded Asset or Excluded Liability);

(l)          all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets;

(m)         all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Assumed Liabilities on or after the Closing Date;

(n)          originals, or where not available, copies, of all books and records, including, but not limited to, all mine, land, and lease files, title opinions, ownership reports, and abstracts, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research and files relating to the Purchased IP (“ Books and Records ”); and

(o)          all goodwill and the going concern value of the Business.

It is the intention of the Parties that Buyer acquire, lease or sublease, all assets, properties and rights necessary for the operation of the Business as conducted, including all mining, processing, loading, pulverizing, transporting, marketing, and selling of limestone and reclamation activities, but excluding the Excluded Assets. If, at any time after the Closing, it is discovered that certain assets, properties or rights, including rights under Contracts and fractional real property interests, owned, leased or subleased by Seller (other than the Excluded Assets) were not included in the Purchased Assets to be sold to Buyer and such assets properties or rights are needed by Buyer in the operation of the Business, including all mining, processing, pulverizing, loading, transporting, marketing and selling of limestone and all reclamation activities, then Seller shall assign, convey, lease or sublease, as applicable, such assets, properties or rights to Buyer, in each case upon the reasonable request of Buyer; provided, however, this obligation shall not include the assignment, conveyance, lease or sublease of any Excluded Assets other than Contracts which the parties mutually agree were omitted from Section 2.01(g) of the Disclosure Schedules.

Section 2.02         Excluded Assets . Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “ Excluded Assets ”):

(a)          all cash, cash equivalents, certificates of deposit and trade accounts receivables held by Seller prior to September 30, 2016;

(b)          Contracts, including Intellectual Property Agreements that are not Assigned Contracts (the “ Excluded Contracts ”);

(c)          the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having to do with the corporate organization of Seller;

(d)          all Benefit Plans and assets attributable thereto;

(e)          the assets, properties and rights specifically set forth on Section 2.02(e) of the Disclosure Schedules; and

(f)          all insurance policies of Seller and any related benefits or claims arising from or relating to the operation of the Business prior to the Closing Date;

(g)          the rights which accrue or will accrue to Seller under the Transaction Documents.

Section 2.03         Assumed Liabilities . Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the " Assumed Liabilities "), and no other Liabilities:

(a)          all Liabilities in respect of the Assigned Contracts but only to the extent that such Liabilities thereunder are required to be performed after the Closing Date, were incurred in the ordinary course of business and do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller on or prior to the Closing; and

(b)          those Liabilities, if any, of Seller set forth on Section 2.03(c) of the Disclosure Schedules.

Section 2.04         Excluded Liabilities . Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (the " Excluded Liabilities "). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the immediate foregoing, the Excluded Liabilities shall include, but not be limited to, the following:

(a)          any Liabilities of Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, including, without limitation, fees and expenses of counsel, accountants, consultants, advisers and others;

(b)          any Liability for (i) Taxes of Seller (or any Affiliate of Seller) or relating to the Business, the Purchased Assets or the Assumed Liabilities for any Pre-Closing Tax Period; or (ii) Taxes that arise out of the consummation of the transactions contemplated hereby or that are the responsibility of Seller pursuant to Section 6.14 ;

(c)          any Liabilities relating to or arising out of the Excluded Assets;

(d)          any Liabilities in respect of any pending or threatened Action arising out of, relating to or otherwise in respect of the operation of the Business or the Purchased Assets to the extent such Action relates to such operation and arose on or prior to the Closing Date;

(e)          any Environmental Claims, or Liabilities under Environmental Laws, to the extent arising out of or relating to facts, circumstances or conditions existing on or prior to the Closing Date or otherwise to the extent arising out of any actions or omissions of Seller;

(f)          any trade accounts payable of Seller including any intercompany trade payables;

(g)          any Liabilities associated with royalty payments to Pitkin Iron Corporation that accrued or became due on or before the Closing Date; and

(h)          any Liabilities associated with the Dartagnan Litigation and Town of Basalt Litigation.

Section 2.05         Purchase Price . The aggregate purchase price for the Purchased Assets shall be Two Million Eight Hundred Twenty-Seven Thousand Six Hundred Twenty-Four Dollars 00/100 ($2,827,624.00) (the “ Purchase Price ”), plus the assumption of the Assumed Liabilities. The Purchase Price shall be paid by wire transfer of immediately available funds to an account designated in writing by Seller to Buyer on the Closing Date.

(a)           Tax . Buyer shall be entitled to deduct and withhold from the Purchase Price fifty thousand dollars 00/100 ($50,000) for withholding taxes (“ Withholding Taxes ”) and all such amounts due and payable for the Garfield County Property Taxes (“ Property Taxes ”). All such withheld amounts shall be treated as delivered to Seller hereunder.

(b)           Indebtedness. Seller shall pay all Indebtedness set forth on Exhibit E prior to the Closing Date or Buyer shall be entitled to deduct and withhold all such amounts due and payable and all such withheld amounts shall be treated as delivered to Seller hereunder.

Section 2.06         Allocation Schedule . Seller and Buyer agree that the Purchase Price and the Assumed Liabilities (plus other relevant items) shall be allocated among the Purchased Assets for all purposes (including Tax and financial accounting) as shown on the allocation schedule (the “ Allocation Schedule ”). A draft of the Allocation Schedule shall be prepared by Buyer, with reasonable input from Seller, and delivered to Seller within thirty (30) days following the Closing Date. Seller shall have fifteen (15) days following receipt of such draft of the Allocation Schedule to notify Buyer of any objections. If Seller notifies Buyer in writing that Seller objects to one or more items reflected in the Allocation Schedule, Seller and Buyer shall negotiate in good faith to resolve such dispute; provided, however , that if Seller and Buyer are unable to resolve any dispute with respect to the Allocation Schedule within fifteen (15) days following the Seller’s notice of objection, such dispute shall be resolved by the Independent Accountant. The fees and expenses of such accounting firm shall be borne equally by Seller and Buyer. Buyer and Seller shall file all Tax Returns (including amended returns and claims for refund) and information reports in a manner consistent with the Allocation Schedule as such may have been revised by the Independent Accountant.

Section 2.07         Third Party Consents . To the extent that Seller’s rights under any Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to Buyer without the consent of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use its reasonable best efforts to obtain any such required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Buyer’s rights under the Purchased Asset in question so that Buyer would not in effect acquire the benefit of all such rights, Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as Buyer’s agent in order to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with Buyer in any other reasonable arrangement designed to provide such benefits to Buyer. Notwithstanding any provision in this Section 2.07 to the contrary, Buyer shall not be deemed to have waived its rights under Section 7.02(d) hereof unless and until Buyer either provides written waivers thereof or elects to proceed to consummate the transactions contemplated by this Agreement at Closing.

Section 2.08         Post Closing Adjustment . The parties shall work together following the Closing Date to determine the Post Closing Adjustment. The Post Closing Adjustment shall mean the difference between those cash expense items paid in the ordinary course of Business (and consistent with past practice) by Seller between September 30, 2016 and the Closing Date and all trade account receivables received by Seller between September 30, 2016 and the Closing Date. If the number is negative then Buyer shall remit such amount to Seller. If the number is positive then Seller shall immediately remit such amount to Buyer. Notwithstanding the foregoing or anything herein to the contrary, Seller shall pay all repair expenses related to the mill site that were incurred on or before September 30, 2016 even if such expenses are invoiced after September 30, 2016 and such expenses shall not be the responsibility of Buyer nor shall they be figured into the Post Closing Adjustment.

Seller shall keep records of cash expense items and accounts receivable and provide such records to Buyer so that Buyer can adequately review and prepare the Post Closing Adjustment pursuant to this Section 2.08.

Article III
Closing

Section 3.01         Closing . Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement (the “ Closing ”) shall take place on the business day immediately following the day on which all the conditions to Closing set forth in Article VII are either satisfied or waived (other than conditions which, by their nature, are to be satisfied on the Closing Date) (the “ Closing Date ”). The Closing shall take place by email exchange of signature pages. To the extent permitted by Law for tax, accounting and financial purposes, the parties shall treat the Closing as being effective as of 12:01 a.m. on September 30, 2016.

Section 3.02         Closing Deliverables .

(a)          At the Closing, Seller shall deliver to Buyer the following:

(i)          one or more bills of sale, in form and substance satisfactory to Buyer (each, a “ Bill of Sale ”) and duly executed by Seller, transferring the tangible personal property included in the Purchased Assets to Buyer;

(ii)         one or more assignment and assumption agreements in form and substance satisfactory to Buyer and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities;

(iii)        duly executed deeds sufficient to transfer all of the Purchased Assets that are owned Mining Claims to Buyer;

(iv)        duly executed assignments sufficient to transfer all of the Purchased Assets that are leased Mining Claims to Buyer;

(v)         duly executed assignments sufficient to transfer all of the Purchased Assets that are Access Rights to Buyer;

(vi)        duly executed deeds or assignments sufficient to transfer all of the Purchased Assets that are Water Rights to Buyer;

(vii)       duly executed deeds or assignments sufficient to transfer all of the Improvements to Buyer;

(viii)      one or more assignments in form and substance satisfactory to Buyer (each, an “ Intellectual Property Assignments ”) and duly executed by Seller, transferring all of Seller’s right, title and interest in and to the Purchased IP to Buyer;

(ix)         all documents of title and instruments of conveyance, duly executed by Seller, necessary to transfer record and/or beneficial ownership to Buyer of all automobiles, trucks and trailers owned by Seller which are included in the Purchased Assets (and any other Purchased Assets owned by Seller which require execution, endorsement and/or delivery of a document in order to vest record or beneficial ownership thereof in Buyer);

(x)          any documents or agreements, in form and substance satisfactory to Buyer, necessary to transfer any and all Permits that are part of the Purchased Assets to Buyer;

(xi)         a power of attorney in form and substance satisfactory to Buyer and duly executed by Seller;

(xii)        the Seller Closing Certificate;

(xiii)       the FIRPTA Certificate;

(xiv)       the certificates of the Secretary or Assistant Secretary of Seller and Guarantor Entity required by Section 7.02(o), Section 7.02(p), Section 7.02(q), and Section 7.02(r) ; and

(xv)       such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement;

(xvi)      the Transition Services Agreement in substantially the form set forth on Exhibit A hereto.

(xvii)     the Guaranty Agreement in substantially the form set forth on Exhibit C hereto.

(xviii)    a payoff and release letter (approved and acknowledged by Buyer) from BCM CalX Fund, L.P., the holder of a perfected first-priority security interests in the Purchased Assets, confirming upon the receipt of $2,100,000 by BCM CalX Fund, L.P from Buyer, all indebtedness of Seller owed to BCM CalXFund, L.P. shall be satisfied in full and BCM CalXFund, L.P. shall immediately cause to be filed with the proper Governmental Authorities all termination statements (copies of which shall have been made available for Buyer’s inspection and approval, prior to the Closing Date) and BCM CalXFund, L.P. shall take any other actions requested by Buyer to extinguish any liens on the Purchased Assets, including but not limited to filing releases of deeds of trusts, and satisfaction of judgment documents;

(xix)       payoff letters from Komatsu

(xx)        a writing from Garfield County for any property taxes owed

(xxi)       a writing from Town of Basalt for any monies owed

(xxii)      a list of accounts payable items as of September 30, 2016 that are to be p aid ten (10) days after the Closing Date

(xxiii)     Indebtedness amounts set forth on Exhibit E hereto.

(xxiv)    a resolution adopted by Seller and approved in form by Buyer authorizing the transaction, naming the current managers of Seller and removing any other managers;

(b)          At the Closing, Buyer shall deliver to Seller the following:

(i)          the Purchase Price;

(ii)         the assignment and assumption agreement(s) duly executed by Buyer;

(iii)        the Transition Services Agreement duly executed by Buyer;

(iv)        the Guaranty Agreement duly executed by Buyer;

(v)         the Buyer Closing Certificate; and

(vi)        the certificates of the Secretary or Assistant Secretary of Buyer required by Section 7.03(f) and Section 7.03(g) .

Article IV
Representations and warranties of seller

Except as set forth in the correspondingly numbered Section of the Disclosure Schedules, Seller represents and warrants to Buyer that the statements contained in this Article IV are true and correct as of the date hereof.

Section 4.01         Organization and Qualification of Seller . Seller is a limited liability company duly organized, validly existing and in good standing under the Laws of the state of Colorado and has full company power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the Business as currently conducted. Section 4.01 of the Disclosure Schedules sets forth each jurisdiction in which Seller is licensed or qualified to do business, and Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Purchased Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary except where the failure to be so licensed, qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect.

Section 4.02         Authority of Seller  Seller has full company power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite company action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms. When each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms.

Section 4.03         No Conflicts; Consents . The execution, delivery and performance by Seller of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the articles of organization, operating agreement or other organizational documents of Seller or cause the trigger of any rights of first refusal; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller, the Business or the Purchased Assets; (c) except as set forth in Section 4.03 of the Disclosure Schedules, require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract or Permit (i) to which Seller is a party, (ii) by which Seller or the Business is bound or (iii) to which any of the Purchased Assets are subject (including any Assigned Contract) to the extent such Contract or Permit constitutes any of the Purchased Assets or would otherwise affect the transfer of the Purchased Assets; or (d) result in the creation or imposition of any Encumbrance other than Permitted Encumbrances on the Purchased Assets, except in the case of clauses (c) and (d), where the conflict, violation, breach, default, acceleration, termination, modification, cancellation, failure to give notice or Encumbrance would not, individually or in the aggregate, have a Material Adverse Effect. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller in connection with the execution and delivery of this Agreement or any of the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

Section 4.04         Financial Statements . Complete copies of the unaudited financial statements consisting of the balance sheet of the Business as at December 31, in each of the years 2015, 2014 and 2013, and the related statements of income and retained earnings, stockholders’ equity and cash flow for the years then ended (the “ Annual Financial Statements ”), and unaudited financial statements consisting of the balance sheet of the Business as at August 31, 2016 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the eight- month period then ended (the “ Interim Financial Statements ” and together with the Annual Financial Statements, the “ Financial Statements ”) have been delivered to Buyer. The Financial Statements have been prepared on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse). The Financial Statements are based on the books and records of the Business, and fairly and accurately present the financial condition of the Business as of the respective dates they were prepared and the results of the operations of the Business for the periods indicated. The balance sheet of the Business as of December 31, 2015 is referred to herein as the “ Balance Sheet ” and the date thereof as the “ Balance Sheet Date ” and the balance sheet of the Business as of August 31, 2016 is referred to herein as the “ Interim Balance Sheet ” and the date thereof as the “ Interim Balance Sheet Date ”. Seller maintains a standard system of accounting for the Business and has used and continues to use consistent non-GAAP accounting principles, policies and procedures.

Section 4.05         Undisclosed Liabilities . Seller has no Liabilities with respect to the Business, except (a) those which are adequately reflected or reserved against in the Interim Balance Sheet as of the Interim Balance Sheet Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Interim Balance Sheet Date and which are not, individually or in the aggregate, material in amount.

Section 4.06         Absence of Certain Changes, Events and Conditions . Since the Interim Balance Sheet Date, and other than in the ordinary course of business consistent with past practice, there has not been any:

(a)          event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

(b)          material change in any method of accounting or accounting practice for the Business;

(c)          material change in cash management practices and policies, practices and procedures with respect to collection of Accounts Receivable, establishment of reserves for uncollectible Accounts Receivable, accrual of Accounts Receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;

(d)          entry into any Contract that would constitute a Material Contract;

(e)          incurrence, assumption or guarantee of any indebtedness for borrowed money in connection with the Business except unsecured current obligations and Liabilities incurred in the ordinary course of business consistent with past practice;

(f)          transfer, assignment, sale or other disposition of any of the Purchased Assets shown or reflected in the Interim Balance Sheet, except for the sale of Inventory in the ordinary course of business;

(g)          cancellation of any debts or claims or amendment, termination or waiver of any rights constituting Purchased Assets;

(h)          transfer, assignment or grant of any license or sublicense of any material rights under or with respect to any Purchased IP or Intellectual Property Agreements;

(i)          material damage, destruction or loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance;

(j)          acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit;

(k)          material capital expenditures which would constitute an Assumed Liability;

(l)          imposition of any Encumbrance upon any of the Purchased Assets;

(m)         (i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or benefits in respect of any current or former employees, officers, directors, independent contractors or consultants of the Business, other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee of the Business or any termination of any employees, or (iii) action to accelerate the vesting or payment of any compensation or benefit for any current or former employee, officer, director, consultant or independent contractor of the Business;

(n)          adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee, officer, director, independent contractor or consultant of the Business, (ii) Benefit Plan, or (iii) collective bargaining or other agreement with a Union, in each case whether written or oral;

(o)          any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former directors, officers or employees of the Business;

(p)          adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law;

(q)          purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business except for purchases of Inventory or supplies in the ordinary course of business consistent with past practice;

(r)          any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.

(s)          Seller shall not make any expenditures in excess of $5,000 related to the Business beginning on or after September 30, 2016 without Buyer’s written approval; except Seller may make payments for those items enumerated on the accounts payable list that Seller and Buyer jointly prepared.

Section 4.07         Material Contracts .

(a)           Section 4.07(a) of the Disclosure Schedules lists each of the following Contracts (x) by which any of the Purchased Assets are bound or affected or (y) to which Seller is a party or by which it is bound in connection with the Business or the Purchased Assets (such Contracts, together with all Contracts concerning the ownership, lease, occupancy, management or operation of the Mining Claims and all Intellectual Property Agreements being “ Material Contracts ”):

(i)          all Contracts with each customer of the Business, including all Contracts that require Seller to purchase or sell a stated portion of the requirements or outputs of the Business or that contain “take or pay” provisions;

(ii)         all Contracts with each vendor or supplier of the Business;

(iii)        all Contracts that provide for the indemnification of any Person or the assumption of any Tax, environmental or other Liability of any Person;

(iv)        all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person or any real property (whether by merger, sale of stock, sale of assets or otherwise);

(v)         all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing consulting and advertising Contracts;

(vi)        all employment agreements and Contracts with independent contractors or consultants (or similar arrangements);

(vii)       except for Contracts relating to trade receivables, all Contracts relating to indebtedness (including, without limitation, guarantees);

(viii)      all Contracts with any Governmental Authority (“ Government Contracts ”);

(ix)         all Contracts that limit or purport to limit the ability of Seller to compete in any line of business or with any Person or in any geographic area or during any period of time;

(x)          all joint venture, partnership or similar Contracts;

(xi)         all Contracts for the sale of any of the Purchased Assets or for the grant to any Person of any option, right of first refusal or preferential or similar right to purchase any of the Purchased Assets;

(xii)        all powers of attorney with respect to the Business or any Purchased Asset;

(xiii)       all collective bargaining agreements or Contracts with any Union; and

(xiv)      all other Contracts that are material to the Purchased Assets or the operation of the Business and not previously disclosed pursuant to this Section 4.07

(b)          Each Material Contract is valid and binding on Seller in accordance with its terms and is in full force and effect. None of Seller or, to Seller’s Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) in any material respect, or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Buyer. There are no material disputes pending or threatened under any Contract included in the Purchased Assets.

Section 4.08         Title to Purchased Assets . Seller has good and valid title to, or a valid leasehold interest in, all of the Purchased Assets subject to the paramount title of the United States to the Mining Claims which it has good record title. All such Purchased Assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “ Permitted Encumbrances ”):

(a)          those items set forth in Section 4.08 of the Disclosure Schedules;

(b)          liens for Taxes not yet due and payable;

(c)          mechanics’, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the Business or the Purchased Assets;

(d)          easements, rights of way, zoning ordinances and other similar encumbrances affecting the Purchased Assets which are not, individually or in the aggregate, material to the Business or the Purchased Assets, which do not prohibit or interfere with the current operation of any Mining Claims, or the Business and which do not render title to any Purchased Assets unmarketable; or

(e)          liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or in the aggregate, material to the Business or the Purchased Assets.

Section 4.09         Condition and Sufficiency of Assets . Except as set forth in the Section 4.09 of the Disclosure Schedules, the buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property included in the Purchased Assets are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The Purchased Assets are sufficient for the continued conduct of the Business in substantially the same manner as conducted by Seller prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business as currently conducted by Seller. None of the Excluded Assets are material to the Business.

Section 4.10         Mining Claims .

(a)           Section 4.10(a) of the Disclosure Schedules sets forth all of the unpatented placer mining claims owned, leased, or legally possessed by Seller (the “ Mining Claims ”) on which Seller operates the Business, including but not limited to the Mining Complex, including all right, title and interest in such Mining Claims. The property maps attached hereto in Section 4.10(a) of the Disclosure Schedules depict in a reasonably accurate manner the location and boundaries of the Mining Claims. True and complete copies of the following have heretofore been delivered to Buyer: (A) all deeds, title insurance policies, title insurance commitments, title reports, title opinions, title abstracts, maps and surveys relating to the Mining Claims, and (B) all documents evidencing recorded and unrecorded Encumbrances upon the Mining Claims.

(b)          Except as otherwise set forth on Section 4.10(b) of the Disclosure Schedules, Seller is the sole owner of the Mining Claims, free and clear of all Encumbrances, except paramount title in the United States in connection with the Mining Claims;

(c)          Except as otherwise set forth on Section 4.10(c) of the Disclosure Schedules, with respect to the Mining Claims held or used in connection with the Business, all required claim maintenance fees have been paid in the manner required by Law in order to maintain the Mining Claims in good standing through the end of the current assessment year and proof thereof has been properly and timely recorded and filed in accordance with Law;

(d)          Except as otherwise set forth on Section 4.10(d) of the Disclosure Schedules, location certificates for the Mining Claims are in compliance with applicable Law and were properly recorded and filed with appropriate Governmental Authorities;

(e)          Seller acquired the Mining Claims properly and legally and in accordance with industry standards;

(f)          No third party holds rights in the surface of the public lands of the United States on which the Mining Claims are located, or within the Access Rights utilized by Seller to operate the Business;

(g)          There is no known or suspected adverse claim or challenge by any Person against or to the ownership of the Purchased Assets, including the Lands covered by the Mining Claims and the Mining Complex;

(h)          There are no outstanding options, rights of first offer or refusal to purchase or transfer any of the Purchased Assets including the Mining Claims and Seller has not transferred or otherwise granted to any Person any rights in the Purchased Assets including the Mining Claims.

(i)           Section 4.10(i) of the Disclosure Schedules sets forth a list of all royalties on or burdening all or any portion of the Mining Claims, whether such royalty is characterized as an overriding royalty, net profit interest, gross proceeds royalty, production payment, streaming transaction, share of mineral product or otherwise. Except as set forth on Section 4.10(i) of the Disclosure Schedule the royalties are fully paid and there is no liability or outstanding payment on any such royalty.

Section 4.11         Intellectual Property

(a)           Section 4.11(a) of the Disclosure Schedules lists all Intellectual Property included in the Purchased Assets (" Purchased IP "). Seller owns or has adequate, valid and enforceable rights to use all the Purchased IP, free and clear of all Encumbrances. Seller is not bound by any outstanding judgment, injunction, order or decree restricting the use of the Purchased IP, or restricting the licensing thereof to any person or entity. With respect to the registered Intellectual Property listed on Section 4.11(a) of the Disclosure Schedules, (i) all such Intellectual Property is valid, subsisting and in full force and effect and (ii) Seller has paid all maintenance fees and made all filings required to maintain Seller's ownership thereof. For all such registered Intellectual Property, Section 4.11(a) of the Disclosure Schedules lists (A) the jurisdiction where the application or registration is located, (B) the application or registration number, and (C) the application or registration date.

(b)          Seller's prior and current use of the Purchased IP has not and does not infringe, violate, dilute or misappropriate the Intellectual Property of any person or entity and there are no claims pending or threatened by any person or entity with respect to the ownership, validity, enforceability, effectiveness or use of the Purchased IP. No person or entity is infringing, misappropriating, diluting or otherwise violating any of the Purchased IP, and neither Seller nor any affiliate of Seller has made or asserted any claim, demand or notice against any person or entity alleging any such infringement, misappropriation, dilution or other violation..

(c)          Seller’s rights in the Purchased IP are valid, subsisting and enforceable. Seller has taken all reasonable steps to maintain the Purchased IP and to protect and preserve the confidentiality of all trade secrets included in the Purchased IP.

(d)          There are no Actions settled, pending or threatened alleging any infringement, misappropriation, dilution or violation of the Purchased IP.

(e)           Section 4.11(d) of the Disclosure Schedules lists all Intellectual Property Agreements. Seller has provided Buyer with true and complete copies of all such Intellectual Property Agreements, including all modifications, amendments and supplements thereto and waivers thereunder. Each Intellectual Property Agreement is valid and binding on Seller in accordance with its terms and is in full force and effect. None of Seller or, to Seller's Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under) in any material respect, or has provided or received any notice of breach or default of or any intention to terminate, any Intellectual Property Agreement. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Intellectual Property Agreement or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder.

Section 4.12         Inventory . All Inventory, whether or not reflected in the Balance Sheet, consists of a quality and quantity usable and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which adequate reserves have been established. All Inventory is owned by Seller free and clear of all Encumbrances, and no Inventory is held on a consignment basis.

Section 4.13         Real Property and Leased Real Property . Seller does not own and has not agreed to acquire any real property or interest in real property related to or in connection with the Business and Seller is not a party to any lease or agreement in the nature of a lease in respect of any real property, whether as lessor or lessee, in connection with the Business.

Section 4.14         Customers and Suppliers .

(a)           Section 4.14(a) of the Disclosure Schedules sets forth with respect to the Business (i) the ten (10) largest customers by aggregate consideration received by Seller for 2015 and the first eight months of 2016 (collectively, the “ Material Customers ”); and (ii) the amount of consideration paid by each Material Customer during such periods. As of the date of this Agreement, Seller has not received any written notice that any of the Material Customers with whom the Seller was doing business has ceased, or intends to cease after the Closing to use the goods or services of the Business or to otherwise terminate or materially reduce sales levels.

(b)           Section 4.14(a) of the Disclosure Schedules sets forth with respect to the Business (i) the ten (10) largest suppliers by aggregate consideration paid by Seller for 2015 and the first eight months of 2016 (collectively, the “ Material Suppliers ”); and (ii) the amount of purchases from each Material Supplier during such periods. As of the date of this Agreement, Seller has not received any written notice that any of the Material Suppliers has ceased or intends to cease to supply goods or services to the Business or to otherwise terminate or materially reduce sales levels.

Section 4.15         Insurance . Section 4.15 of the Disclosure Schedules sets forth (a) a true and complete list of all current policies or binders of fire, liability, product liability, umbrella liability, real and personal property, workers’ compensation, vehicular, fiduciary liability and other casualty and property insurance maintained by Seller or its Affiliates and relating to the Business, the Purchased Assets or the Assumed Liabilities (collectively, the “ Insurance Policies ”); and (b) with respect to the Business, the Purchased Assets or the Assumed Liabilities, a list of all pending claims and the claims history for Seller since Seller’s inception. There are no claims related to the Business, the Purchased Assets or the Assumed Liabilities pending under any such Insurance Policies as to which coverage has been questioned, denied or disputed or in respect of which there is an outstanding reservation of rights. Neither Seller nor any of its Affiliates has received any written notice of cancellation of, premium increase with respect to, or alteration of coverage under, any of such Insurance Policies. All premiums due on such Insurance Policies have either been paid or, if not yet due, accrued. All such Insurance Policies (a) are in full force and effect and enforceable in accordance with their terms; (b) are provided by carriers who are financially solvent; and (c) have not been subject to any lapse in coverage. None of Seller or any of its Affiliates is in default under, or has otherwise failed to comply with, in any material respect, any provision contained in any such Insurance Policy. The Insurance Policies are of the type and in the amounts customarily carried by Persons conducting a business similar to the Business and are sufficient for compliance with all applicable Laws and Contracts to which Seller is a party or by which it is bound. True and complete copies of the Insurance Policies have been made available to Buyer.

Section 4.16         Legal Proceedings; Governmental Orders .

(a)          Except as set forth in Section 4.14(a) of the Disclosure Schedules, there are no material Actions pending or, to Seller’s Knowledge, threatened against or by Seller (a) relating to or affecting the Business, including the Purchased Assets and the Assumed Liabilities; (b) that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement; or (c) to Seller’s Knowledge, no event has occurred or circumstances exist that may give rise to, or serve as a basis for, any such Action.

(b)          Except as set forth in Section 4.16(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against, relating to or affecting the Business.

Section 4.17         Compliance With Laws; Permits .

(a)          Except as set forth in Section 4.17(a) of the Disclosure Schedules, Seller has complied, and is now complying, with all Laws applicable to the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets.

(b)          All Permits required for Seller to conduct the Business as currently conducted or for the ownership and use of the Purchased Assets have been obtained by Seller and are valid and in full force and effect. All fees and charges with respect to such Permits as of the date hereof have been paid in full. Section 4.17(b) of the Disclosure Schedules lists all current Permits issued to Seller which are related to the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets, including the names of the Permits and their respective dates of issuance and expiration. No event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation, suspension, lapse or limitation of any Permit set forth in Section 4.17(b) of the Disclosure Schedules.

Section 4.18         Environmental Matters .

(a)          The operations of Seller with respect to the Business and the Purchased Assets are currently and have been in compliance with all Environmental Laws. Seller has not received from any Person, with respect to the Business or the Purchased Assets, any: (i) Environmental Notice or Environmental Claim; or (ii) written request for information pursuant to Environmental Law, which, in each case, either remains pending or unresolved, or is the source of ongoing obligations or requirements as of the Closing Date.

(b)          Seller has obtained and is in material compliance with all Environmental Permits (each of which is disclosed in Section 4.18(b) of the Disclosure Schedules) necessary for the conduct of the Business as currently conducted or the ownership, lease, operation or use of the Purchased Assets and all such Environmental Permits are in full force and effect and shall be maintained in full force and effect by Seller through the Closing Date in accordance with Environmental Law, and Seller is not aware of any condition, event or circumstance that might prevent or impede, after the Closing Date, the conduct of the Business as currently conducted or the ownership, lease, operation or use of the Purchased Assets. With respect to any such Environmental Permits, Seller has undertaken, or will undertake prior to the Closing Date, all measures necessary to facilitate transferability of the same, and Seller is not aware of any condition, event or circumstance that might prevent or impede the transferability of the same, and has not received any Environmental Notice or written communication regarding any material adverse change in the status or terms and conditions of the same.

(c)          None of the Business or the Purchased Assets or any real property currently or formerly owned, leased or operated by Seller in connection with the Business is listed on, or has been proposed for listing on, the National Priorities List (or CERCLIS) under CERCLA, or any similar state list.

(d)          There has been no Release of Hazardous Materials in contravention of Environmental Law with respect to the Business or the Purchased Assets or any real property currently or formerly owned, leased or operated by Seller in connection with the Business, and Seller has not received an Environmental Notice that any of the Business or the Purchased Assets or real property currently or formerly owned, leased or operated by Seller in connection with the Business (including soils, groundwater, surface water, buildings and other structure located thereon) has been contaminated with any Hazardous Material which could reasonably be expected to result in an Environmental Claim against, or a violation of Environmental Law or term of any Environmental Permit by, Seller.

(e)           Section 4.18(e) of the Disclosure Schedules contains a complete and accurate list of all active or abandoned aboveground or underground storage tanks owned or operated by Seller in connection with the Business or the Purchased Assets.

(f)           Section 4.18(f) of the Disclosure Schedules contains a complete and accurate list of all off-site Hazardous Materials treatment, storage, or disposal facilities or locations used by Seller and any predecessors in connection with the Business or the Purchased Assets as to which Seller may retain liability, and none of these facilities or locations has been placed or proposed for placement on the National Priorities List (or CERCLIS) under CERCLA, or any similar state list, and Seller has not received any Environmental Notice regarding potential liabilities with respect to such off-site Hazardous Materials treatment, storage, or disposal facilities or locations used by Seller.

(g)          Seller has not retained or assumed, by contract or operation of Law, any liabilities or obligations of any third parties under any Environmental Law.

(h)          Seller has provided or otherwise made available to Buyer and listed in Section 4.18(h) of the Disclosure Schedules: (i) any and all environmental reports, studies, audits, records, sampling data, site assessments, risk assessments, economic models and other similar documents with respect to the Business or the Purchased Assets or any real property currently or formerly owned, leased or operated by Seller in connection with the Business which are in the possession or control of Seller related to compliance with Environmental Laws, Environmental Claims or an Environmental Notice or the Release of Hazardous Materials; and (ii) any and all material documents concerning planned or anticipated capital expenditures required to reduce, offset, limit or otherwise control pollution and/or emissions, manage waste or otherwise ensure compliance with current or future Environmental Laws (including, without limitation, costs of remediation, pollution control equipment and operational changes).

(i)          Seller is not aware of or reasonably anticipates, as of the Closing Date, any condition, event or circumstance concerning the Release or regulation of Hazardous Materials that might, after the Closing Date, prevent, impede or materially increase the costs associated with the ownership, lease, operation, performance or use of the Business or the Purchased Assets as currently carried out.

Section 4.19         Employee Benefit Plans .

(a)           Section 4.18(f) of the Disclosure Schedules contains a true and complete list of the benefit plans (“ Benefit Plans ”).

(b)          Seller does not maintain, participate in or contribute to, nor has it ever maintained, participated in, or contributed to, nor is it required to contribute to any pension plan, and no liens have been imposed pursuant to Section 412 of the Code or Section 302 of ERISA. Seller does not participate in or contribute to, nor has it participated in, or contributed to, nor is it required to contribute to any multiemployer plan.

(c)          Except as set forth in Section 4.19(c) of the Disclosure Schedules, there is no pending or, to Seller’s Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits), and no Benefit Plan has within the three (3) years prior to the date hereof been the subject of an examination or audit by a Governmental Authority or the subject of an application or filing under, or is a participant in, an amnesty, voluntary compliance, self-correction or similar program sponsored by any Governmental Authority.

(d)          Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including, notices, rulings and proposed and final regulations) thereunder. Seller does not have any obligation to gross up, indemnify or otherwise reimburse any individual for any excise taxes, interest or penalties incurred pursuant to Section 409A of the Code.

(e)          There are no agreements which will provide payments to any officer, employee, shareholder or highly compensated individual which will be "parachute payments" under Section 280G of the Code that will be subject to the tax under Section 4999 of the Code. The transactions contemplated by this Agreement will not entitle any individual to payment or acceleration of any benefits under any Benefit Plan.

Section 4.20         Employment Matters .

(a)           Section 4.20(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants of the Business as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full or part time); (iii) hire date; (iv) current annual base compensation rate; (v) commission, bonus or other incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. As of the date hereof, all compensation, including wages, commissions and bonuses payable to all employees, independent contractors or consultants of the Business for services performed on or prior to the date hereof have been paid in full and there are no outstanding agreements, understandings or commitments of Seller with respect to any compensation, commissions or bonuses.

(b)          Seller is not, and has not been for the past five (5) years, a party to, bound by, or negotiating any collective bargaining agreement or other Contract with a union, works council or labor organization (collectively, “ Union ”), and there is not, and has not been for the past five (5) years, any Union representing or purporting to represent any employee of Seller, and, to Seller’s Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining.

Section 4.21         Taxes . Except as set forth in Section 4.21 of the Disclosure Schedules:

(a)          All Tax Returns required to be filed by Seller for any Pre-Closing Tax Period have been, or will be, timely filed. Such Tax Returns are, or will be, true, complete and correct in all respects. All Taxes due and owing by Seller (whether or not shown on any Tax Return) have been, or will be, timely paid.

(b)          Seller has withheld and paid each Tax required to have been withheld and paid in connection with amounts paid or owing to any Employee, independent contractor, creditor, customer, shareholder or other party, and complied with all information reporting and backup withholding provisions of applicable Law.

(c)          No extensions or waivers of statutes of limitations have been given or requested with respect to any Taxes of Seller.

(d)          All deficiencies asserted, or assessments made, against Seller as a result of any examinations by any taxing authority have been fully paid.

(e)          Seller is not a party to any Action by any taxing authority. There are no pending or threatened Actions by any taxing authority.

(f)          There are no Encumbrances for Taxes upon any of the Purchased Assets nor, to Seller’s Knowledge, is any taxing authority in the process of imposing any Encumbrances for Taxes on any of the Purchased Assets (other than for current Taxes not yet due and payable).

(g)          Seller is not a “foreign person” as that term is used in Treasury Regulations Section 1.1445-2.

(h)          Seller is not, and has not been, a party to, or a promoter of, a “reportable transaction” within the meaning of Section 6707A(c)(1) of the Code and Treasury Regulations Section 1.6011 4(b).

(i)          Seller shall file its Colorado sales tax return with the Colorado Department of Revenue no later than ten (10) days after the Closing Date.

(j)          Buyer shall prepare the Retail Sales Tax Return for Occasional Sales with the Colorado Department of Revenue on the tangible personal property included in this Agreement no later than the twentieth (20th) day of the month following the Closing Date. Buyer shall provide Seller with evidence of filing such Tax Return within three (3) business days after Buyer’s receipt of such evidence.

(k)          Buyer shall be entitled to deduct and withhold from the Purchase Price fifty thousand dollars 00/100 ($50,000) for Withholding Taxes and amounts for Property Taxes due and payable. All such withheld amounts shall be treated as delivered to Seller hereunder.

Section 4.22         Brokers . No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction Document.

Section 4.23         Full Disclosure . No representation or warranty by Seller in this Agreement and no statement contained in the Disclosure Schedules to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they are made, not misleading.

Section 4.24         Capitalization . Section 4.24 of the Disclosure Schedules sets forth all of the outstanding membership interests, profits interest or other equity interests in Seller. Except as set forth on Section 4.24 of the Disclosure Schedules, there are no issued and outstanding membership interests, profits interest or other equity interests in Seller. All of the outstanding membership interests, profits interest and other equity interest of Seller have been duly authorized and validly issued. There are no pre-emptive or other outstanding rights, options, warrants, conversion rights, rights of first refusal, unit appreciation rights, redemption rights, repurchase rights, agreements, arrangements or commitments under with Seller is or may become obligated to issue or sell or giving any Person a right to subscribe or acquire or dispose of, any equity interest, membership interest, or any security or obligations exercisable or exchangeable for or convertible into any equity or membership interest of Seller and no security or obligations evidencing such rights are authorized, issued or outstanding. The membership interests of Seller are not subject to any voting trust agreement or similar arrangement relating to the voting of such membership interests or other equity interest.

Section 4.25         Officers and Managers .   Section 4.25 of the Disclosure Schedules sets forth the names and titles of all the managers and officers of Seller.

Section 4.26         Water Rights and Easements .   Section 4.26 of the Disclosure Schedules set forth a true and complete list of all Water Rights owned by Seller and all Access Rights owned by Seller. Seller holds good and valid title to all Water Rights free and clear of all Encumbrances and each of the Water Rights is valid and in good standing. All Access Rights are in full force and effect.

Section 4.27         Fines .   Section 4.27 of the Disclosure Schedules sets forth all outstanding fines imposed on Seller by any Governmental Authority, including any fines imposed by the United States Mine Safety and Health Administration (collectively, the “ Fines ”).

Section 4.28         Reclamation Bonds . Section 4.28 of the Disclosure Schedules sets forth a description of all surety instruments, bonds, letters of credit guarantees and other instruments or arrangements securing guaranteeing performance of obligations with respect to the operation, closure, reclamation or remediation of the Purchased Assets (collectively, the “ Reclamation Bonds ”). No Governmental Authority has claimed any deficiency with respect to or called on any Reclamation Bond.

Section 4.29         Reclamation Plan . Section 4.29 of the Disclosure Schedules contains a complete copy of the Reclamation Plan and any amendments thereto. Except as set forth in Section 4.29 of the Disclosure Schedules, Seller has always operated in compliance with the Reclamation Plan.

Section 4.30         Plan of Operations . Section 4.30 of the Disclosure Schedules contains copies of each Plan of Operations Seller has operated under including any amendments thereto. Except as set forth in Section 4.30 of the Disclosure Schedules, Seller’s Plans of Operations have always been approved and authorized as required by Law and Seller is currently and always has been in compliance with such Plans of Operations.

Section 4.31         Seller’s Operations on the Land . Seller’s operations on the Land do not violate any applicable building code, zoning requirement or classification, or pollution control ordinance or statute or any other applicable law, regulation or ordinance.  Seller has all licenses and permits necessary to operate on the Land.  Seller has obtained all appropriate certificates of occupancy, licenses, easements and rights of way, required to use and operate the Land. Seller has not received notice of any intention on the part of any issuing Governmental Authority to cancel, suspend, or modify any material approvals, licenses or permits relating to the operations on the Land. Except as disclosed in Section 4.31 of the Disclosure Schedules, any operations now or heretofore conducted on the Land, are, and have been, so long as Seller has occupied the Land, in compliance with all applicable Environmental Laws; all federal, state and local permits, licenses, registrations and authorizations required for the use of and operations on the Land have been obtained and further, there are currently no violations of such permits, licenses, registrations or authorizations; there are no claimed, alleged or threatened violations of or liabilities under any Environmental Laws with respect to the Land, nor are there any present or planned discussions or negotiations with any agency regarding the release of any Hazardous Materials and the Land has not been used for the treatment, storage or disposal of any Hazardous Materials as such treatment, storage or disposal may be regulated under the Resource Conservation and Recovery Act, 42 U.S.C. 6901 et seq . or its state counterparts, as amended

Section 4.32         Majority Member and Managers Authorization . Seller represents and warrants that Peter Babin is the sole Manager and controlling member of Dartagnan LLC, a Colorado limited liability, and that Dartagnan LLC is the majority member of Seller (“ Majority Member ”). Seller further represents and warrants that it has received all necessary approvals and authorizations from Peter Babin, John Skadow, and Benjamin Miller, all of its Managers, and the Majority Member to properly effectuate the transactions contemplated by this Agreement and that Seller is fully authorized and empowered to enter into this Agreement, the Transaction Documents and all related documents contemplated thereby.

Section 4.33         Indebtedness . Exhibit E hereto sets forth all of the Indebtedness of the Seller before giving effect to the repayment thereof on or before the Closing Date.

Article V
Representations and warranties of buyer

Buyer represents and warrants to Seller that the statements contained in this Article V are true and correct as of the date hereof.

Section 5.01         Organization of Buyer . Buyer is a corporation duly organized, validly existing and in good standing under the Laws of the state of its incorporation.

Section 5.02         Authority of Buyer . Buyer has full corporate power and authority to enter into this Agreement and the other Transaction Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any other Transaction Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. When each other Transaction Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms.

Section 5.03         No Conflicts; Consents . The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of Buyer; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require the consent, notice or other action by any Person under any Contract to which Buyer is a party. No consent, approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Buyer in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

Section 5.04         Brokers . No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement or any other Transaction Document.

Section 5.05         Legal Proceedings . There are no Actions pending or, to Buyer’s knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such Action.

Article VI
Covenants

Section 6.01         Conduct of Business Prior to the Closing . From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall (x) conduct the Business in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:

(a)          preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets;

(b)          pay the debts, Taxes and other obligations of the Business when due;

(c)          continue to collect Accounts Receivable in a manner consistent with past practice, without discounting such Accounts Receivable;

(d)          maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement, subject to reasonable wear and tear;

(e)          continue in full force and effect without modification all Insurance Policies, except as required by applicable Law;

(f)          defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation;

(g)          perform all of its obligations under all Assigned Contracts;

(h)          maintain the Books and Records in accordance with past practice;

(i)          comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased Assets; and

(j)          not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 to occur.

Section 6.02         Access to Information . From the date hereof until the Closing, Seller shall (a) afford Buyer and its Representatives full and free access to and the right to inspect all of the Real Property, properties, assets, premises, Books and Records, Contracts and other documents and data related to the Business; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Business as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Seller to cooperate with Buyer in its investigation of the Business. Without limiting the foregoing, Seller shall permit Buyer and its Representatives to conduct environmental due diligence of the Land, including the collecting and analysis of samples of indoor or outdoor air, surface water, groundwater or surface or subsurface land on, at, in, under or from the Land. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given by Seller in this Agreement.

Section 6.03         No Solicitation of Other Bids .

(a)          Seller shall not, and shall not authorize or permit any of its Affiliates or any of its or their Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Seller shall immediately cease and cause to be terminated, and shall cause its Affiliates and all of its and their Representatives to immediately cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or that could lead to, an Acquisition Proposal. For purposes hereof, “ Acquisition Proposal ” means any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Business or the Purchased Assets.

(b)          Seller shall promptly (and in any event within three (3) Business Days after receipt thereof by Seller or its Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition Proposal, the material terms and conditions of such request, including the identity of the Person.

(c)          Seller agrees that the rights and remedies for noncompliance with this Section 6.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that money damages would not provide an adequate remedy to Buyer.

Section 6.04         Notice of Certain Events .

(a)          From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of:

(i)          any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in, any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Section 7.02 to be satisfied;

(ii)         any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;

(iii)        any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement; and

(iv)        any Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting the Business, the Purchased Assets or the Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 4.16 or that relates to the consummation of the transactions contemplated by this Agreement.

(b)          Buyer’s receipt of information pursuant to this Section 6.04 shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement and shall not be deemed to amend or supplement the Disclosure Schedules.

Section 6.05         Employees and Employee Benefits .

(a)          Commencing on the Closing Date, Seller shall terminate all employees of the Business who are actively at work on the Closing Date, and Buyer shall offer employment to Justin Olin for 90 days on such terms as it decides.

(b)          Seller shall be solely responsible, and Buyer shall have no obligations whatsoever for, any compensation or other amounts payable to any current or former employee, officer, director, manager, independent contractor or consultant of the Business, including, without limitation, hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating to the service with Seller at any time on or prior to the Closing Date and Seller shall pay all such amounts to all entitled persons on or prior to the Closing Date.

(c)          Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident or disability benefits brought by or in respect of current or former employees, officers, directors, managers, independent contractors or consultants of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing Date. Seller also shall remain solely responsible for all worker’s compensation claims of any current or former employees, officers, directors, independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date.

(d)          Seller shall remain responsible for all liabilities and obligations in connection with COBRA with respect to any individual who as a result of the transactions contemplated by this Agreement, including, any individual who is participating in any Benefit Plan and who experiences a "qualifying event" (within the meaning of COBRA) on or before the Closing Date and any individual who is receiving COBRA coverage as of the Closing Date.

Section 6.06         Confidentiality . From and after the Closing, Seller shall, and shall cause its Affiliates to, hold, and shall use its reasonable best efforts to cause its or their respective Representatives to hold, in confidence any and all information, whether written or oral, concerning the Business, except to the extent that Seller can show that such information (a) is generally available to and known by the public through no fault of Seller, any of its Affiliates or their respective Representatives; or (b) is lawfully acquired by Seller, any of its Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation. If Seller or any of its Affiliates or their respective Representatives are compelled to disclose any confidential information of Buyer by judicial or administrative process or by other requirements of Law, Seller shall promptly notify Buyer in writing and shall cooperate with Buyer, at Buyer’s expense, in any effort by Buyer to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be accorded such information. To the extent Seller is ultimately required to disclose such confidential information, Seller shall only disclose that portion of such information which Seller is advised by its counsel in writing is legally required to be disclosed.

Section 6.07         Non-competition; Non-solicitation .

(a)          For a period of two (2) years commencing on the Closing Date (the “ Restricted Period ”), Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former client or customer of Seller and any Person that becomes a client or customer of the Business after the Closing), or any other Person who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own five percent (5%) or more of any class of securities of such Person.

(b)          During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or solicit any person who is offered employment by Buyer or is or was employed in the Business during the Restricted Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b) shall prevent Seller or any of its Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after one hundred and eighty (180) days from the date of termination of employment, any employee who voluntarily terminates his or her own employment.

(c)          Seller acknowledges that a breach or threatened breach of this Section 6.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by Seller of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).

(d)          Seller acknowledges that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.07 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

Section 6.08         Governmental Approvals and Consents .

(a)          Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions required under any Law applicable to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement and the performance of its obligations pursuant to this Agreement and the other Transaction Documents. Each party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals.

(b)          Seller and Buyer shall use reasonable best efforts to give all notices to, and obtain all consents from, all Governmental Authorities and third parties that are described in Section 4.03 of the Disclosure Schedules and required to transfer all Permits, Assigned Contracts and other Purchased Assets.

(c)          All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of either party before any Governmental Authority in connection with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between Seller or Buyer with Governmental Authorities in the ordinary course of business, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other party hereunder in advance, it being the intent that the parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each party shall give notice to the other party with respect to any meeting with any Governmental Authority.

(d)          Seller and Buyer agree upon the transfer of the reclamation plan to Buyer, Seller’s reclamation bond shall be returned to it in the amount of $172,376.

Section 6.09         Books and Records .

(a)          Seller shall turn over all books and records related to the Business on or immediately following the Closing Date to Buyer.

(b)          In order to facilitate the resolution of any claims made against or incurred by Seller prior to the Closing, or for any other reasonable purpose, for a period of five (5) years after the Closing, Buyer shall:

(i)          retain the Books and Records (including personnel files) relating to periods prior to the Closing in a manner reasonably consistent with the prior practices of Seller; and

(ii)         upon reasonable notice, afford the Seller’s Representatives reasonable access (including the right to make, at Seller’s expense, photocopies), during normal business hours, to such Books and Records.

(c)          Neither Buyer nor Seller shall be obligated to provide the other party with access to any books or records (including personnel files) pursuant to this Section 6.09 where such access would violate any Law.

Section 6.10         Closing Conditions . From the date hereof until the Closing, each party hereto shall use reasonable best efforts to take such actions as are necessary to expeditiously satisfy the closing conditions set forth in Article VII .

Section 6.11         Public Announcements . Unless otherwise required by applicable Law or any stock exchange requirements (based upon the reasonable advice of counsel), no party to this Agreement shall make any public announcements in respect of this Agreement or the transactions contemplated hereby.

Section 6.12         Bulk Sales Laws . The parties hereby waive compliance with the provisions of any bulk sales, bulk transfer or similar Laws; it being understood that any Liabilities arising out of the failure of Seller to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws shall be treated as Excluded Liabilities.

Section 6.13         Transfer Taxes . All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the other Transaction Documents (including any real property transfer Tax and any other similar Tax) shall be borne and paid by Seller when due.

Section 6.14         Permit and Surety Bond Matters .

(a)          As promptly as commercially reasonable after the Closing, Buyer shall file with the appropriate Governmental Authority all applications required to transfer from Seller to Buyer the Permits that are not transferable until after Closing and (ii) Buyer shall take commercially reasonable actions under applicable Law to put in place with the appropriate Governmental Authority as promptly as commercially reasonable after the Closing financial assurances necessary to transfer such Permits from the Seller to Buyer. Seller agrees to diligently provide any cooperation reasonably requested by Buyer to bring about the transfer of such Permits. From and after the Closing, Buyer shall diligently pursue the transfer of the Permits to Buyer and Buyer shall operate under the Permits as the designated operator in accordance with applicable Laws and the terms and conditions of such Permits and any agreements governing their transfer; provided, that in no event shall Buyer be obligated to accept any material amendment to the terms of any Permit or any additional conditions with respect to any transferred Permit. To the extent allowed by and in accordance with applicable Laws and the terms and conditions of such Permits and any agreements governing their transfer, Seller grants Buyer the right to conduct, at the sole cost and expense of Buyer, mining operations following the Closing on the Mining Complex as the designated operator until such time as the Permits are transferred to Buyer (the “ Interim Period ”). Seller shall have (and Buyer grants) all rights of entry onto the Mining Complex necessary for Seller to maintain the Permits prior to transfer.

(b)          Buyer, at all times prior to the transfer of the Permits to Buyer shall: (i) comply with all applicable Laws governing, and all conditions and requirements of, or pertaining to, any such Permits; and (ii) be solely responsible for all incidents of violation, non-compliance, and similar occurrences related to such Permits that arise from the actions of Buyer.

(c)          Notwithstanding anything in this Agreement to the contrary, (i) during the Interim Period, absent the occurrence of an incident of violation, noncompliance or similar occurrence for which Buyer is responsible pursuant to Section 6.14(c) , Seller shall remain responsible, at its sole cost and expense, for maintaining any surety bonds or other financial assurances required in connection with the Permits.

Section 6.15         Payments Received from Third Parties . To the extent that, after the Closing Date, Seller receives any payment that is for the account of Buyer according to the terms of this Agreement or any other Transaction Documents or that otherwise relates primarily to the Purchased Assets, Seller shall promptly deliver such amount or instrument to Buyer. All amounts due and payable under this Section 6.15 shall be due and payable by Seller in immediately available funds, by wire transfer to the account designated in writing by Buyer. Notwithstanding the foregoing, Seller shall use its commercially reasonable efforts to direct or forward all bills, invoices or like instruments related to the Business to which Buyer is entitled to. Any payments received under this Section 6.15 by Seller will be treated by Seller as being received by Seller in its capacity as agent for Buyer.

Section 6.16         Further Assurances . Following the Closing, each of the parties hereto shall, and shall cause their respective Affiliates to, execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably required to carry out the provisions hereof and give effect to the transactions.

Section 6.17         BLM . Following the Closing, Buyer shall file appropriate transfer documents in the proper BLM Colorado Office and also with the Garfield County recorder's office. Seller agrees to diligently provide any assistance reasonably requested by Buyer in order to complete the immediate foregoing.

Section 6.18         Accounts Payable . Seller shall pay all accounts payable and accrued payment obligations to the extent relating to or arising out of the Business no later than ten (10) days following the Closing Date and provide evidence in writing thereof to Buyer within the same time period. Prior to Closing, Seller and Buyer shall use their best efforts to jointly prepare a list of accounts payable that must be paid by Seller following the Closing.

Article VII
Conditions to closing

Section 7.01         Conditions to Obligations of All Parties . The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:

(a)          No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.

(b)          Seller shall have received any consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 4.03 and Buyer shall have received any consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section 5.03 , in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order and approval shall have been revoked.

Section 7.02         Conditions to Obligations of Buyer . The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions:

(a)          Other than the representations and warranties of Seller contained in Section 4.01 , Section 4.02 , Section 4.04 , Section 4.22 , Section 4.24 and Section 4.32 the representations and warranties of Seller contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Seller contained in Section 4.01 , Section 4.02 , Section 4.04 , Section 4.22, Section 4.24 and Section 4.32 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).

(b)         Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the Closing Date.

(c)         No Action shall have been commenced against Buyer or Seller, which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated hereby.

(d)         All approvals, consents and waivers that are listed on Section 4.03 of the Disclosure Schedules shall have been received.

(e)         From the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect.

(f)          Seller shall have delivered to Buyer duly executed counterparts to the Transaction Documents (other than this Agreement) and such other documents set forth in Section 3.02(a) .

(g)         Buyer shall have received all Permits that are necessary for it to conduct the Business as conducted by Seller as of the Closing Date or, if any such Permits are not capable of being obtained prior to the Closing, it shall have received such evidence as it deems satisfactory that it shall be able to obtain such Permits post-Closing and will be permitted to operate the Business post-Closing until such Permits are obtained.

(h)         All Encumbrances relating to the Purchased Assets shall have been released in full, other than Permitted Encumbrances, and Seller shall have delivered to Buyer written evidence, in form satisfactory to Buyer in its sole discretion.

(i)          Buyer shall have received a landman title report from a reputable landman company covering the Mining Claims and Buyer shall be satisfied with the results of such landman title report in its sole discretion.

(j)          Buyer shall have completed its due diligence of Seller, and shall be satisfied with the results of such investigation in its sole and absolute discretion.

(k)          Buyer shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Seller, that each of the conditions set forth in Section 7.02(a) and Section 7.02(b) have been satisfied (the “ Seller Closing Certificate ”).

(l)          All Indebtedness shall have been paid on or prior to the Closing Date.

(m)         All payoff letters shall have been delivered to Buyer.

(n)          a resolution adopted by Seller and approved by Buyer authorizing the transaction, naming the current managers of Seller and removing any other managers;

(o)          Buyer shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the members and managers of Seller authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect.

(p)          Buyer shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying the names and signatures of the officers of Seller authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder.

(q)          Buyer shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Guarantor Entity certifying that attached thereto are true and complete copies of all resolutions adopted by the members and managers of Guarantor Entity authorizing the execution, delivery and performance of the Guaranty Agreement and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect.

(r)          Buyer shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Guarantor Entity certifying the names and signatures of the officers of Guarantor Entity authorized to sign the Guaranty Agreement.

(s)          Buyer shall have received a certificate pursuant to Treasury Regulations Section 1.1445-2(b) (the “ FIRPTA Certificate ”) that Seller is not a foreign person within the meaning of Section 1445 of the Code duly executed by Seller.

(t)          Seller shall have delivered to Buyer such other documents or instruments as Buyer reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

(u)          Seller shall provide Tax Clearance Certificates to Buyer demonstrating that Seller has satisfied all Tax obligations in Colorado.

(v)         Buyer shall have provided to Seller a copy of the fully-executed letter of employment, dated as of the Closing Date, as between Buyer and Mr. Justin Olin.

Section 7.03         Conditions to Obligations of Seller . The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions:

(a)          Other than the representations and warranties of Buyer contained in Section 5.01 , Section 5.02 and Section 5.04 , the representations and warranties of Buyer contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Buyer contained in Section 5.01 , Section 5.02 and Section 5.04 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date.

(b)          Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by it prior to or on the Closing Date.

(c)          No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any material transaction contemplated hereby.

(d)          Buyer shall have delivered to Seller duly executed counterparts to the Transaction Documents (other than this Agreement) and such other documents and deliveries set forth in Section 3.02(b) .

(e)          Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions set forth in Section 7.03(a) and Section 7.03(b) have been satisfied (the “ Buyer Closing Certificate ”).

(f)          Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect.

(g)          Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement, the Transaction Documents and the other documents to be delivered hereunder and thereunder.

(h)          Buyer shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement.

Article VIII
Indemnification

Section 8.01         Survival . Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein shall survive the Closing and shall remain in full force and effect until the date that is two years from the Closing Date; provided, that the representations and warranties in (i) Section 4.01 , Section 4.02 , Section 4.08 , Section 4.22 , Section 4.24, Section 4.32, Section 5.01 , Section 5.02 and Section 5.04 shall survive indefinitely, (ii)  Section 4.18 shall survive for a period of five (5) years after the Closing, and (iii)  Section 4.09 and Section 4.21 shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus 60 days. All covenants and agreements of the parties contained herein shall survive the Closing indefinitely or for the period explicitly specified therein. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved.

Section 8.02         Indemnification By Seller . Subject to the other terms and conditions of this Article VIII , Seller and Guarantor Entity (jointly and severally) shall indemnify and defend each of Buyer and its Affiliates and their respective Representatives (collectively, the “ Buyer Indemnitees ”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising out of, with respect to or by reason of:

(a)          any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement, the other Transaction Documents or in any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);

(b)          any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the other Transaction Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement;

(c)          any Excluded Asset or any Excluded Liability; or

(d)          any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or prior to the Closing Date.

Section 8.03         Indemnification By Buyer . Subject to the other terms and conditions of this Article VIII , Buyer shall indemnify and defend each of Seller and its Affiliates and their respective Representatives (collectively, the “ Seller Indemnitees ”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by reason of:

(a)          any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date);

(b)          any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or

(c)          any Assumed Liability.

Section 8.04         Certain Limitations . The indemnification provided for in Section 8.02 and Section 8.03 shall be subject to the following limitations:

(a)          Seller shall not be liable to the Buyer Indemnitees for indemnification under Section 8.02(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.02(a) exceeds One Hundred Fifty Thousand Dollars 00/100 $150,000 (the “ Basket ”), in which event Seller shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Seller shall be liable pursuant to Section 8.02 shall not exceed Nine Hundred Thousand Dollars 00/100 ($900,000) (the “ Cap ”).

(b)          Buyer shall not be liable to the Seller Indemnitees for indemnification under Section 8.03(a) until the aggregate amount of all Losses in respect of indemnification under Section 8.03(a) exceeds the Basket, in which event Buyer shall be required to pay or be liable for all such Losses from the first dollar. The aggregate amount of all Losses for which Buyer shall be liable pursuant to Section 8.03(a) shall not exceed the Cap.

(c)          Notwithstanding the foregoing, the limitations set forth in Section 8.04(a) and Section 8.04(b) shall not apply to Losses based upon, arising out of, with respect to or by reason of any inaccuracy in or breach of any representation or warranty in Section 4.01 , Section 4.02 , Section 4.08 , Section 4.18 , Section 4.09 , Section 4.21 , Section 4.22, Section 4.24 , Section 5.01 , Section 5.02 and Section 5.04 .

(d)          For purposes of this Article VIII , any inaccuracy in or breach of any representation or warranty shall be determined without regard to any materiality, Material Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty.

(e)          The representations, warranties and covenants of Seller and Buyer’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of Buyer or by reason of the fact that the Buyer knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Buyer’s waiver of any conditions set forth in Section 7.02.

Section 8.05         Indemnification Procedures . The party making a claim under this Article VIII is referred to as the “ Indemnified Party ”, and the party against whom such claims are asserted under this Article VIII is referred to as the “ Indemnifying Party ”.

(a)           Third Party Claims . If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a “ Third Party Claim ”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is a supplier or customer of the Business, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b) , it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section 8.05(b) , pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available (subject to the provisions of Section 6.06 ) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.

(b)           Settlement of Third Party Claims . Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section 8.05(b) . If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a) , it shall not agree to any settlement without the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

(c)           Direct Claims . Any Action by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “ Direct Claim ”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s investigation by giving such information and assistance (including access to the Indemnified Party’s premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably request. If the Indemnifying Party does not so respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have rejected such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on the terms and subject to the provisions of this Agreement.

(d)          In the case of any Tax in respect of which there is any procedure for prior notice to a Tax authority and issuance of a Tax clearance certificate (or any similar proceeding), the requirements of that procedure have been or will be satisfied prior to the Closing Date by Seller, and any amounts required to be paid to eliminate any liability of Buyer with respect to that Tax have been or will be paid by Seller.

Section 8.06         Insurance and Other Recoveries . The amount for which an Indemnifying Party is ultimately liable to the Indemnified Party pursuant to Article VIII in respect of any loss shall be limited to the amount of any liability or damage that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment actually received by the Indemnified Party in respect of any such claim, less any related costs and expenses, including the aggregate cost of pursuing any related insurance claims and any related increases in insurance premium or other chargebacks. Notwithstanding the foregoing, the parties agree that an Indemnifying Party shall make any and all indemnification payments initially without regard to any potential recovery from an insurance company or other third party, no party shall have any obligation to seek to recover from an insurance company or other third party in connection with making a claim under this Article VIII against an Indemnifying Party and that, promptly after the realization of any insurance proceeds, indemnity, contribution or other similar payment in respect of any loss for which the Indemnified Party received indemnification from the Indemnifying Party, the Indemnified Party shall reimburse the Indemnifying Party for such reduction in losses for which the Indemnified Party was indemnified prior to the realization of reduction of such losses.

Section 8.07         Payments . Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this Article VIII , the Indemnifying Party shall satisfy its obligations within fifteen (15) Business Days of such final, non-appealable adjudication by wire transfer of immediately available funds. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such fifteen (15) Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or final, non-appealable adjudication to but excluding the date such payment has been made at a rate per annum equal to fifteen percent (15%). Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed.

Section 8.08         Tax Treatment of Indemnification Payments . All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.

Section 8.09         Effect of Investigation . The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the Indemnified Party’s waiver of any condition set forth in Section 7.02 or Section 7.03 , as the case may be.

Section 8.10         Not Exclusive Remedy . The indemnification rights of the parties under this Article VIII are independent of, and in addition to, such rights and remedies as the parties may have at Law or in equity or otherwise for any misrepresentation, breach of warranty or failure to fulfill any covenant, agreement or obligation hereunder on the part of any party hereto, including the right to seek specific performance, rescission or restitution, none of which rights or remedies shall be affected or diminished hereby.

Article IX
Termination

Section 9.01         Termination . This Agreement may be terminated at any time prior to the Closing:

(a)          by the mutual written consent of Seller and Buyer;

(b)          by Buyer by written notice to Seller if:

(i)          Buyer is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Seller pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Article VII and such breach, inaccuracy or failure has not been cured by Seller within ten (10) days of Seller’s receipt of written notice of such breach from Buyer; or

(ii)         any of the conditions set forth in Section 7.01 or Section 7.02 shall not have been, or if it becomes apparent that any of such conditions will not be, fulfilled by November 15, 2016 (the “ Drop Dead Date ”), unless such failure shall be due to the failure of Buyer to perform or comply with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing;

(c)          by Seller by written notice to Buyer if:

(i)          Seller is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Buyer pursuant to this Agreement that would give rise to the failure of any of the conditions specified in Article VII and such breach, inaccuracy or failure has not been cured by Buyer within ten (10) days of Buyer’s receipt of written notice of such breach from Seller;

(d)          by Buyer or Seller in the event that (i) there shall be any Law that makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited or (ii) any Governmental Authority shall have issued a Governmental Order restraining or enjoining the transactions contemplated by this Agreement, and such Governmental Order shall have become final and non-appealable.

Section 9.02         Effect of Termination . In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:

(a)          as set forth in this Article IX , and Section 6.06;

(b)          that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.

Article X
Miscellaneous

Section 10.01         Expenses . Except as otherwise expressly provided herein, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

Section 10.02         Notices . All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.02 ):

Section 10.03         Interpretation . For purposes of this Agreement, (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Articles, Sections, Disclosure Schedules and Exhibits mean the Articles and Sections of, and Disclosure Schedules and Exhibits attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Disclosure Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

Section 10.04         Headings . The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 10.05         Severability . If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Except as provided in Section 6.07(d) , upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible.

Section 10.06         Entire Agreement . This Agreement and the other Transaction Documents constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and those in the other Transaction Documents, the Exhibits and Disclosure Schedules (other than an exception expressly set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control.

Section 10.07         Successors and Assigns . This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, and subject to the following terms and limitations set forth in this Section 10.07 , Buyer shall be entitled to assign this Agreement to an Affiliate or an independent third party, or to otherwise designate, an Affiliate or independent third party (in either case, a “ Designated Buyer ”), without Seller’s prior consent.

Section 10.08         No Third-party Beneficiaries . This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever.

Section 10.09         Amendment and Modification; Waiver . This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof.

Section 10.10         Governing Law; Submission to Jurisdiction; Waiver of Jury Trial .

(a)          This Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado without giving effect to any choice or conflict of law provision or rule (whether of the State of Colorado or any other jurisdiction).

(b)          ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF COLORADO IN EACH CASE LOCATED IN THE CITY OF DENVER AND COUNTY OF DENVER, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(c)          EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 10.11         Specific Performance . The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity.

Section 10.12         Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

Section 10.13         Acknowledgement of Counsel.  Each party hereto acknowledges and agrees that such party has had the opportunity to be represented in the negotiations for the preparation of this Agreement by counsel of such party’s own choosing, and that if such party has elected not to be represented by counsel in the negotiation and preparation of this Agreement, such election was made freely and voluntarily with full awareness of the consequences of the decision.  Each party hereto further acknowledges and agrees that such party has read this Agreement, and is fully aware of the contents and legal effect of this Agreement, and that such party has executed this Agreement after independent investigation and without fraud, duress or undue influence.  This Agreement shall be construed as if each party were jointly and equally responsible

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their respective officers, managers and members thereunto duly authorized.

Exhibit A

Transition Services Agreement

[To be attached]

Exhibit B

Mining Complex

Exhibit C

Guaranty Agreement

[To be attached]

Exhibit D

Land

Exhibit E

Indebtedness