ASSIGNMENT AND ASSUMPTION AGREEMENT OF MINING PERMIT
<br /> THIS ASSIGNMENT AND ASSUMPTION AGREEMENT ("Assignment"), dated
<br /> this 5" '� day of J : , -� ,,- , 2016, 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 Iimited 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 /> S r" , 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 cb�,��tir,� � , , ,�- R£c�A.�.Lz�ar� �,,<<�,��,, A A 5,,gFrCr� #M,����'�c7�1
<br /> (collectively "Permits"); and Qx-F-e-o G.1NYti 5 Pscaa L .+ y f acn �- r tZr 5owT•av )4o, 2oi2-q3
<br /> lhol�-
<br /> WHEREAS, Assignor hereby desires to assign and formally transfer any and all Permits b\
<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 legally bound hereby,the parties
<br /> agree as follows:
<br /> 1. 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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