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f � <br /> 10. CONSENTS OF ALL SHAREHOLDERS. The transactions contemplated herein are <br /> expressly conditioned upon Purchasers receiving, prior to closing hereunder, written consents to <br /> the purchase and sale contemplated herein from all other shareholders in the Company, in form <br /> and substance reasonably satisfactory to Purchasers, which shall include waivers by such <br /> shareholders of any and all rights they might possess relative to the purchase and sale of the <br /> Shares pursuant to this Agreement(including,but not limited to first rights of refusal or options, <br /> and rights to object to or contest the transaction)under any agreement or principle of law. <br /> 11. CONDITIONS TO CLOSING <br /> 11.1 Purchasers' Conditions. In acknowledgement of the importance of each of the following <br /> in Purchasers' decision to enter into the transactions contemplated herein, this Agreement and <br /> the purchase of the Shares contemplated hereunder shall be null and void immediately upon <br /> written notice from Purchasers to Sellers if any of the following conditions has not been fully <br /> satisfied as of the Closing Date: <br /> 11.1.1 Power Plant and Materials Contracts. All necessary parties shall have entered <br /> into the following new contract with the Company for the purchase and sale of crushed <br /> limestone, each of which contracts shall be in form and substance as approved by Purchasers: <br /> Tri-State Generation and Transmission Association, Inc. ("TSG") or its affiliates,providing for a <br /> term of no less than ten(10)years. <br /> 11.1.2 Licensing Requirements. All licenses, permits, etc., necessary or appropriate to <br /> the operation and ownership of the Company's business by Purchasers, as they have been <br /> operated in the past by Sellers or their affiliates, shall be in full force and effect. These permits <br /> include, without limitation, (A) the Juniper Quarry Permit No. M-1982-141, issued by the <br /> Colorado Division of Minerals and Geology; and (B) the Mining and Reclamation Permit No. <br /> M-2003-011 issued by the Colorado Mined Land Reclamation Board, Department of Natural <br /> Resources, and (C) all other permits (i.e., special use permits issued by any other governmental <br /> office with jurisdiction over the Business and its operation,if any. <br /> 11.1.3 Contract Consents and Assignments. All necessary consents to the contemplated <br /> change in ownership and control of the Company shall have been received, in form and <br /> substance reasonably acceptable to Purchasers, and their lender, Yampa Valley Bank, including <br /> the lease and easement agreements with Ralph Royster. <br /> SPA Anson TCV Clean 052814 11 <br />