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} <br /> { r <br /> 1. PURCHASE AND SALE OF SHARES. At the Closing, Seller shall sell,transfer and <br /> assign to Purchasers, upon the terms and conditions set forth in this Agreement, free and clear of <br /> all liens, pledges, claims and encumbrances of every kind, nature and description whatsoever, <br /> and Purchasers agree to purchase, One Thousand (1,000) shares of the Company's common <br /> stock(the"Shares"). <br /> 2. PRICE AND PAYMENT FOR SHARES. Purchaser shall pay Sellers the full sum of ONE <br /> MILLION SEVEN HUNDRED THOUSAND DOLLARS ($1,700,000.00)as follows: <br /> a. Purchaser has paid One Hundred Fifty Thousand Dollars ($150,000.00) non-refundable <br /> earnest money pursuant to an earnest money agreement dated December 31,2013. <br /> b. Purchaser shall pay Eight Hundred Fifty Thousand Dollars ($850,000.00) in good funds <br /> at Closing; <br /> C. Purchaser shall deliver to Sellers, Purchasers and Co-Makers Moffat Limestone <br /> Company and Anson Excavating & Pipe, Inc., Promissory Note in the amount of <br /> $700,000 in the form attached hereto as Exhibit C. Any credit to which purchaser is <br /> entitled by virtue of payments made prior to closing are reflected on Exhibit C. <br /> Repayment of the purchase price will be secured by: <br /> i. Deed of Trust in the form attached hereto as Exhibit D: <br /> ii. UCC-Security Agreement in the form attached as Exhibit E;and <br /> iii. Security Agreement-Pledge in the form attached as Exhibit F. <br /> 3. MACHINERY&EQUIPMENT. Purchaser has been operating the mine with the <br /> equipment described on Exhibits A and B attached hereto. All of such equipment was <br /> mortgaged to Yampa Valley Bank by the prior operator of the mine, Maybell Enterprises Inc. <br /> Moffat Limestone Company will acquire such equipment at a cost of$266,625.22 at closing <br /> which sum shall be paid to Yampa Valley Bank from the cash due Sellers at closing(paragraph <br /> 2(b) above). <br /> Purchaser is familiar with such equipment and consents to Moffat Limestone Company <br /> purchasing and accepting such equipment as is,where is condition. <br /> SPA Anson TCV Clean 052814 2 <br />