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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 <br />