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<br />ASSIGNMENT AND ASSUMPTION OF LEASES AGREEMENT
<br />This ASSIGNMENT AND ASSUMPTION OF LEASES AGREEMENT ( "Agreement "),
<br />dated July 19, 2013, is by and between Lafarge West, Inc., a Delaware corporation ("Assignor")
<br />and Oldcastle SW Group, Inc., a Colorado corporation ("Assignee").
<br />RECITALS:
<br />Assignor and Assignee, have entered into an Asset Purchase Agreement, dated May 2,
<br />2013, as amended by the Revivor and Amendment to Asset Purchase Agreement, dated July 19,
<br />2013 (the "Purchase _Agreement "), pursuant to which Assignor agreed to sell certain assets,
<br />property, leases, and other agreements to Assignee.
<br />Pursuant to the Purchase Agreement, Assignor is assigning to Assignee the leases
<br />described on Exhibit A to this Agreement (the "Assumed Leases ").
<br />Assignor and Assignee are entering into this Agreement to evidence the assignment of
<br />the Leases by Assignor to Assignee, and the assumption of each of the Leases by Assignee,
<br />subject to the terms of this Agreement and the Purchase Agreement.
<br />ACCORDINGLY, in consideration of the premises and for other good and valuable
<br />consideration, the receipt and sufficiency of which Assignor and Assignee acknowledge,
<br />Assignor and Assignee agree as follows:
<br />1.1 ASSIGNMENT AND ASSUMPTION.
<br />a. Assignment. Subject to the terms of the Purchase Agreement, Assignor
<br />hereby grants, bargains, sells, assigns, transfers and conveys to Assignee all of Assignor's right,
<br />title, and interest in and to the Leases together with all of the rents, deposits, profits and monies
<br />to become due thereunder from and after the date of this Agreement.
<br />b. Assumption. Subject to the terms of the Purchase Agreement, Assignee
<br />hereby accepts the foregoing grant, bargain, sale, assignment, transfer and conveyance of the
<br />Leases. Assignee agrees to assume, fulfill, perform and discharge all of the obligations,
<br />liabilities, covenants, duties and agreements of Assignor under or with respect to the Leases from
<br />and after the date of this Agreement (including, without limitation, all obligations to pay
<br />expenses or other financial considerations under or in connection with the Leases).
<br />1.2 MISCELLANEOUS.
<br />a. Capitalized Terms. Capitalized terms not defined herein have the
<br />meanings assigned to them in the Purchase Agreement.
<br />b. Necessary Action. Assignor and Assignee shall perform any further acts
<br />and execute and deliver any documents that may be reasonably necessary to carry out the
<br />provisions of this Agreement.
<br />C. Binding Effect. This Agreement will be binding upon, and will inure to
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