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ASSIGNMENT AND ASSUMPTION AGREEMENT OF MINING PERMIT
<br />THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment"), dated
<br />this S - day of J �._
<br />4 • „— , 20I6, but effective January 1, 2016, by and between
<br />WESTERN SLOPE AGGREGATES, INC., with offices at 406 County Road 104,
<br />Carbondale, CO 81623 ("Assignor"); and WESTERN SLOPE MATERIALS, LLC, a
<br />Colorado limited liability company, with offices at 14682 Highway 82, Carbondale, CO 81623
<br />("Assignee").
<br />WITNESSETH:
<br />WHEREAS, Assignor and Assignee are parties to a Purchase and Sale Agreement dated
<br />6crt� 5Ll� S , 2016 (the "Agreement"), wherein Assignor agreed to sell to Assignee
<br />and Assignee agreed to purchase from Assignor substantially all of the assets of Assignor,
<br />including but not limited to Gbe.artM,ao 4,.r tj.l J e� !t£c.,�«.�T<q,� �t�,�,.,,, q„e SaF-I�'( N� •1q$l•1u
<br />(collectively "Permits"); and CTa&r,*,p Cz--"r4 s e X u A L s if 0-c IT �,� S,wra+� !6. -401-4-q3
<br />WHEREAS, Assignor hereby desires to assign and formally transfer any and all Permits
<br />to the Assignee, as per the terms of this Assignment.
<br />NOW, THEREFORE, for and in consideration of the mutual covenants contained
<br />herein to the contrary, as well as for other good and valuable consideration, the receipt and
<br />adequacy of which is hereby acknowledged, and intending to be IegalIy bound hereby, the parties
<br />agree as follows:
<br />I. Subject to the Assignee granting the Assignor a first perfected security interest in
<br />the Permits (subject to the terms of the Agreement and a separate security agreement of even
<br />date), the Assignor hereby agrees to fully assign and transfer to the Assignee, and the Assignee
<br />hereby agrees to fully assume the assignment and formal transfer from the Assignor, any and all
<br />rights, duties, obligations, interest, and claims with respect to the Permits.
<br />2. Assignor agrees to fully cooperate with the Assignee and execute any and all
<br />documentation necessary to effectuate the formal transfer of the Permits to Assignee.
<br />3. Pursuant to the terms of the Agreement, the Assignee agrees to defend, indemnity
<br />and hold the Assignor harmless from any and all liabilities associates with the Permits, including
<br />but not limited to any reclamation liabilities.
<br />3. This Assignment shall be governed and construed under the laws of the State of
<br />Colorado.
<br />SIGNATURES ON FOLLOWING PAGE
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