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} rvl P,QU
<br /> LANDLORD CONSENT AND ESTOPPEL
<br /> This LANDLORD CONSENT AND ESTOPPEL(this"Estoppel and Consent") dated as
<br /> of February 23,2017(the"Effective Date"),is executed by Rio Ro Mo Land Co.,as successor in
<br /> interest to Rio Ro Mo Enterprises ("Landlord"), in favor of Connell Resources,Inc., a Colorado
<br /> corporation("Assignor") and Oldcastle SW Group,Inc.,a Colorado corporation("Assignee").
<br /> WHEREAS,Assignor is presently the holder of the tenant's interest under the provisions
<br /> of that certain Sand and Gravel Lease dated as of July 13, 2009, as amended by that certain
<br /> Amendment of Sand and Gravel Lease dated February, 2011, and Second Amendment of Sand
<br /> and Gravel Lease dated February 23,2017 (the"Lease"),by and between Landlord and Assignor,
<br /> pursuant to which Assignor is leasing from Landlord certain real property and related interests
<br /> ("Property") in Moffat County, State of Colorado,as more particularly described in the Lease.
<br /> WHEREAS, Assignor and Assignee are contemplating entering into an Asset Purchase
<br /> Agreement(the"Purchase Agreement"),pursuant to which Assignor will assign and Assignee will
<br /> assume all of Assignor's interests,rights and obligations pursuant to the Lease at the closing of
<br /> the transactions contemplated by the Purchase Agreement(the "Closing Date"),contingent upon
<br /> Landlord's execution and delivery of this Estoppel and Consent;and
<br /> WHEREAS, Landlord is willing to execute this Estoppel and Consent to grant its prior
<br /> written consent to Assignor's assiglunent of the Lease to Assignee and to make certain
<br /> representations set forth herein.
<br /> NOW,THEREFORE, with the understanding that Assignor and Assignee will be relying
<br /> on each of the statements contained in this Estoppel and Consent, Landlord hereby agrees as
<br /> follows:
<br /> 1. Consent to Assignment. Pursuant to Section 14 of the Lease, Landlord, by its
<br /> execution below, hereby expressly consents to the assignment of the Lease by Assignor to
<br /> Assignee, and the assumption by Assignee of all of Assignor's interest, rights and obligations
<br /> under the Lease,provided that Landlord's consent is subject to the State of Colorado reclamation
<br /> bond remaining in place for the Property.
<br /> 2. Landlord Estoppel,Landlord hereby represents and warrants to the knowledge of
<br /> the Landlord's Manager, Annette J. Dunckley, who is signing this Estoppel and Consent
<br /> ("Landlord's Manager"),that a true,correct,and complete copy of the Lease with all amendments,
<br /> supplements and modifications thereto, is attached hereto as Exhibit A, and all of the terms,
<br /> covenants and conditions of the Lease are presently,and shall continue to remain,in full force and
<br /> effect in all respects from and after the assignment of the Lease from Assignor to Assignee.
<br /> Further, Landlord represents and warrants to the knowledge of Landlord's Manager as of the
<br /> Effective Date:
<br /> (a)all royalties,base rent and all additional rent and other charges required to be paid under
<br /> the Lease have been paid for the period up to and including the Effective Date,there are
<br /> no other fees or payments presently due under the Lease;
<br />
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