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s <br /> 4. A copy of the Motion was served upon each of the lienholders(through counsel of unrecorded right that runs with the land or otherwise affects such real property and which a court <br /> record in this case)and upon the holder of any royalty interests through its registered agent A of equity lacks the power to expunge. For clarity,the real estate to be transferred free and clear <br /> copy of the Motion was also sent to all other parties known to the Receiver as likely claimants in of Claims is discussed in Exhibit 2 attached hereto <br /> the case. In addition,the Receiver requested approval of its rejection of the royalty agreements 7. Other than the obligations assumed under the Assigned Contracts(as defined in <br /> shown on Exhibit 1 attached hereto. The Court finds that this is due and adequate notice to all the APA)and obligations arising under Environmental Laws(as defined in the APA),the Buyer <br /> of the affected potential claimants,including lienholders and royalty holders. is not assuming any obligations of OSM or the Receiver,or in respect of the Purchased Assets, <br /> Conclusions of law and order: including any Excluded Obligations(as defined in the APA). <br /> 5. The APA and the transaction contemplated in the APA(the"Transaction")are 8. The court approves the Receiver's rejection of any contract or agreement giving a <br /> approved. The Receiver is authorized and directed to close the Transaction,including making right to royalties from any purchased assets.All Claims attach to the proceeds in their same order <br /> non-material changes to itthe APA or the Transaction,in accordance with the terms of the APA of dignity as they attached to the Purchased Assets. <br /> but without further Court approval. The Receiver is hereby authorized and directed to take such 9. Pursuant to Internal Revenue Code§1060,the Receiver shall allocate the <br /> additional steps and execute such additional documents as may be necessary or desirable for the purchase price between the real property and the personal property. The liens on real property <br /> completion of the Transaction and for the conveyance of the Purchased Assets(as such term is shall attach to the proceeds of the real property sale,as allocated by the Receiver pursuant to <br /> defined in the APA)to Colorado Silver Mines,LLC(the"Buyer"). Internal Revenue Code§1060. The liens on the personal property shall attach to the proceeds of <br /> 6. The Buyer obtains title to,and Ouray Silver Mines,Inc.'s("OSM")rights and the sale of the personal property,as allocated by the Receiver pursuant to Internal Revenue Code <br /> interests in and to,the Purchased Assets vest in and are transferred to the Purchaser,free and §1060. <br /> clear of any and all security interest,lien,claim,charge,reservation of ownership,pledge, 10. As the Court is confirming this sale in advance,the Receiver need not submit a <br /> encumbrance,mortgage,adverse claim or right of a third party of any nature or kind whatsoever further motion for confirmation,but need only report to the Court that the sale has closed. <br /> and any agreement,royalty,option,or privilege(whether by law,contract or otherwise) Done this day of April,2023. <br /> capable of becoming any of the foregoing(including any conditional sale or title retention BY THE COURT <br /> agreement,or any capital or financing lease),including those encumbrances listed in Exhibit 1 <br /> hereto (collectively,the"Claims"),but not easements,zoning,and any other similar recorded or Hon.D.Cory Jackson, <br /> District Court Judge <br /> 3 4 <br />