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described therein in the form as Exhibit 7. The lien created by the Trust insolvency,arrangement,fraudulent preference and conveyance,assignment and
<br /> Deed shall be first lien priority on the respective real estate preference and other laws of general application affecting the enforcement of
<br /> creditors'rights,and(it)the discretion that a court may exercise in the granting
<br /> V. A Receiver's Deed to be recorded in the County of Ouray,Colorado of equitable remedies such as specific performance and injunction.
<br /> in the form attached as Exhibit 8,evidencing the transfer to the Purchaser
<br /> of the Real Property and the water rights set out in Appendix 1 to Exhibit b. Obligations to Brokers — Purchaser is not a party to, or in any way
<br /> 1. obligated under, any contract or other agreement, and there are no
<br /> understandings or Claims against Purchaser for the payment of any broker's or
<br /> vi. A Receiver's Deed to be recorded in the County of San Miguel, finder's fees in connection with the origin, negotiation, execution, or
<br /> Colorado in the form attached as Exhibit 9,evidencing the transfer to the performance of this Agreement.
<br /> Purchaser of the Real Property and the water rights set out in in Appendix
<br /> I to Exhibit 1. C. Non-Circumvention — Neither the execution and the delivery of this
<br /> Agreement,nor the consummation of the transactions contemplated hereby will
<br /> vii. A non-foreign affidavit that evidences that Seller is exempt from (i) violate any statute, regulation, rule, injunction, judgment, order, decree,
<br /> the withholding requirements of Section 1445 of the internal Revenue ruling,charge,or other restriction of any government,governmental agency,or
<br /> Code. court to which Purchaser is subject or(it) conflict with, result in a breach of,
<br /> constitute a default under, result in the acceleration of, create in any party the
<br /> viii. A Colorado Form DR-1083,in form required by law and signed by right to accelerate,terminate,modify,or cancel,or require any notice under,any
<br /> Seller,concerning information with respect to a conveyance of Colorado agreement, contract, lease, license, instrument, or other arrangement to which
<br /> real property interest. Purchaser is a party or to which it is bound or to which any of its material assets
<br /> ix. A Settlement Statement disclosing allocations (the "Allocation") is subject
<br /> of the Purchase Price to the Purchased Assets, consistent with Section 5 d. independent Investigation, Acknowledgement — Purchaser has had an
<br /> and as reasonably determined by the Parties, which allocations shall be opportunity to discuss the management,operations and finances of the Business
<br /> consistent with Section 1060 of the Internal Revenue Code and the with Seller's officers, employees, agents, and representatives. Purchaser has
<br /> Regulations thereunder. conducted its own independent investigation of the Business. In making its
<br /> X. An Assignment of Contracts and Leases in the form attached as decision to execute and deliver this Agreement and to consummate the
<br /> Exhibit 7,by which Seller conveys all of OSM's right,title,and interest Transaction,Purchaser acknowledges that the representations and warranties set
<br /> in and to all Assigned Contracts and leases described in Exhibit 2. forth in Section 2 are the only representations and warranties made by Seller,
<br /> and that Purchaser has not relied upon any other information provided by,for or
<br /> xi. Real Estate Taxes for 2023 shall be prorated to the Closing Date. on behalf of Seller, or its agents or representatives, to Purchaser or any of its
<br /> agents or representatives in connection with the Transaction. Purchaser has
<br /> xii. A real property transfer declaration, in form required by law and entered into the Transaction with the understanding, acknowledgement and
<br /> signed by Purchaser,concerning the transaction contemplated herein, agreement that no representations or warranties, express or implied, are made
<br /> with respect to any projection or forecast regarding future results or activities or
<br /> 10. Representations and Warranties of Purchaser. Purchaser represents and the probable success or profitability of the Business or the Purchased Assets
<br /> warrants to Seller as of the date of this Agreement and as of Closing,as follows: except for the representations and warranties made by the Seller herein.
<br /> Purchaser acknowledges that no current or former stockholder,director,officer,
<br /> a. Enforceability—The Purchaser has the authority to execute this Agreement employee, affiliate or advisor of Seller has made or is making any
<br /> and to consummate and perform the transactions provided for in this Agreement. representations, warranties or commitments whatsoever regarding the subject
<br /> Purchaser has all requisite corporate power and authority to execute this matter of this Agreement,express or implied.
<br /> Agreement, perform its obligations under this Agreement and all documents
<br /> executed in accordance with the terms of this Agreement and to consummate the 11. Closing Conditions.The Closing shall be contingent on the occurrence of
<br /> transactions contemplated hereby and thereby. This Agreement and the the following,each of which must be satisfied or waived by Purchaser in its sole and
<br /> documents executed in accordance with the terms of this Agreement, upon their absolute discretion:
<br /> execution by Purchaser,represent the valid and binding obligations of Purchaser
<br /> and are enforceable in accordance with their respective terms, subject to any a. Completion of a financing by Silver X Mining Corp.in an amount not less than
<br /> limitation under applicable laws relating to (i) bankruptcy, winding-up, US$5 million.
<br /> Exhibit 1 Exhibit 1
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