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PURCHASE AGREEMENT
<br /> THIS PURCHASE AGREEMENT ("Agreement") is entered into as of January 5, 2016
<br /> ("Effective Date"). by and among (i) RICKMEIER ADVISORS, INC., an Illinois corporation
<br /> ("RAI"), (ii) RICKMEIER PARTNERS,L.P.,a Delaware limited partnership ("RAP,"and together
<br /> with RAI, each a "Seller" and collectively, "Sellers"), and (iii) HALAs ENERGY, LLC, a
<br /> Delaware limited liability company ("Halas"). In this Agreement, any of RAI, RAP or Halas
<br /> may be referred to as a"Pant ' and they may be referred to collectively as the "Parties."
<br /> RECITALS:
<br /> A. Reference is made to that certain Purchase and Option Agreement dated August
<br /> 31, 2015, as amended, by and among the Parties(the"Original Purchase Agreement").
<br /> B. The Parties desire to amend and restate the Original Purchase Agreement in its
<br /> entirety pursuant to the terms and conditions of this Agreement.
<br /> C. As of the date hereof, RAI owns 185,200 of the membership units ("Units") of
<br /> Cedars Energy, LLC, a Nevada limited liability company ("Cedars"), constituting 18.52% of the
<br /> issued and outstanding Units (the "RAI Units"), and RAP owns 185,200 Units, constituting
<br /> 18.52% of the issued and outstanding Units ("RAP Units", and together with the RAI Units,
<br /> collectively the "Cedars Units"), all as reflected in that certain Fourth Amended and Restated
<br /> Operating Agreement of Cedars dated August 16, 2013, as amended on March 12, 2015 and
<br /> April 28, 2015 ("Cedars Operating Agreement").
<br /> D. As of the date hereof, RAI awns 1,000 of the Class A membership units of each
<br /> of Bowie Refined Coal, LLC, a Delaware limited liability company ("BRC"), and Bowie
<br /> Refined Management, LLC, a Delaware limited liability company ("BRM"), and RAP owns
<br /> 1,000 of the Class A membership units of each of BRC and ARM, all as reflected in that certain
<br /> Fifth Amended and Restated Operating Agreement of BRC dated June 13, 2014, as amended on
<br /> March 12, 2015 and that certain Second Amended and Restated Operating Agreement of BRM
<br /> dated October 23, 2013, as amended on March 12, 2015 (collectively, the"BRC Interests").
<br /> AGREEMENT:
<br /> Now, THEREFORE, in consideration of the foregoing, the representations, warranties,
<br /> covenants and agreements set forth in this Agreement, and other good and valuable
<br /> consideration, the adequacy and receipt of which are hereby acknowledged, the Parties hereby
<br /> amend and restate the Original Agreement in its entirety as follows:
<br /> 1. PURCHASE AND SALE OF CEDARS UNITS AND BRC INTERESTS. On the "Closing
<br /> Date"(as defined in Section 3 below):
<br /> (a) Sellers shall sell, transfer, convey and assign to Halas, and Halas shall
<br /> purchase from Sellers, free and clear of all liens and encumbrances, all of the Cedars Units; and
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