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LANDLORD CONSENT AND ESTOPPEL <br /> This LANDLORD CONSENT AND ESTOPPEL (this "Estoppel and Consent") dated <br /> as of February , 2017 (the "Effective Date"), is executed by PCH LLC, a Colorado limited <br /> liability company ("Landlord"), in favor of Connell Resources, Inc., a Colorado corporation <br /> ("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 Gravel Lease dated as of April 18, 2007 (the "Lease"), by and between Landlord <br /> and Assignor, pursuant to which Assignor is leasing from Landlord certain real property and <br /> related interests in Rio Blanco County, State of Colorado, as more particularly described in the <br /> 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 <br /> will assume all of Assignor's interests, rights and obligations pursuant to the Lease at the closing <br /> of the transactions contemplated by the Purchase Agreement (the "Closing Date"), contingent <br /> upon 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 assignment 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 32 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. <br /> 2. Landlord Estoppel. Landlord hereby represents and warrants that a true, correct, <br /> and complete copy of the Lease with all amendments, supplements and modifications thereto, is <br /> attached hereto as Exhibit A, and all of the terms, covenants and conditions of the Lease are <br /> presently, and shall continue to remain, in full force and effect in all respects from and after the <br /> assignment of the Lease from Assignor to Assignee. Further, Landlord represents and warrants <br /> that, as of the Effective Date: <br /> (a) all royalties, base rent and all additional rent and other charges required to be paid <br /> under the Lease have been paid for the period up to and including the Effective Date, <br /> there are no other fees or payments presently due under the Lease; <br /> (b) there are no defaults, breaches or unsatisfied conditions presently existing under <br /> the Lease and no events have occurred that, with the passage of time or the giving of <br /> notice, or both, would constitute a breach or default under the Lease or permit Landlord <br /> to terminate the Lease or exercise any other remedies; <br /> 1 <br />