AGREEMENT APPOINTING AGENT FOR SALE OF
ASSETS
AGREEMENT made
April 15, 2009 between Atlas Mining Company (the “
Owner ”) and AAMCOR LLC (the “ Broker
”).
1. Sale of
Specified Assets. The Owner hereby sells, and Broker hereby
purchases, the Assets listed as Items 1, 4, 23, 29 and 55 (Kubota
Excavator w/ extra bucket, Atlas Copco U6 Drill with Jaw Kit and
Pump, 3 ½ yd Wagner Loader, Helios Jumbo Drill and KDS) as
listed in Exhibit A attached hereto (the “ Sold
Assets ”) for $300,000, $200,000 of which will be paid by
Broker to Owner in cash on the date hereof and $100,000 of which
will be paid by Broker to Owner in cash within 14 days of the date
hereof. The Broker agrees to immediately attempt to resell all of
the Sold Assets and any proceeds above the individual purchase
price (the Auction Price for such items on Exhibit A) will be split
evenly until all items are resold. Broker will deliver
to Owner, within 3 days of such resale, one half of such
excess.
2.
Employment . The Owner hereby engages the Broker to sell the
other assets listed on Exhibit A attached hereto (the
“ Broker Assets ”) on the terms set forth
herein.
Collectively,
the Sold Assets and the Broker Assets are referred to as the
“ Assets ”).
3. Exclusive
Agency . The Owner hereby grants to the Broker the sole and
exclusive right to sell the Broker Assets and to resell the Sold
Assets for a period of 180 days from the date of this Agreement.
This Agreement may be extended following the end of such period
upon the mutual agreement of the parties. The parties agree to
confer in good faith prior to the end of such period (without being
bound), to discuss the extension of this Agreement as to the sale
of any remaining unsold Broker Assets.
4. Terms of
Sale . Broker shall use its reasonable best efforts to sell the
Broker Assets at the best price and to resell the Sold Assets at
the best price. During the exclusive period, the Broker will be the
sole sales agent and will be responsible to use his reasonable best
efforts to sell the Broker Assets and to resell the Sold
Assets at a price within his discretion, subject to the
next to last sentence of this paragraph 4 at to the Broker
Assets. The Broker will make the final decision as
to the purchaser of the said Sold Assets and Broker Assets, which
is to be in the best interest of both parties value. The Broker
shall not, however, sell any Broker Asset at a price below the
minimum price for such Broker Asset reflected on Exhibit A,
unless it is agreed upon, in writing by both parties
. The minimum amount will be the Auction Price as listed
on the Exhibit A.
Exhibit
A is attached and is an
integral part of this contract. The final list will be
signed at the same time as the Contract is signed, both parties
shall sign the Exhibit A (all pages) and this will become
the Asset list with minimum pricing.
5.
Assets. Owner warrants that it has good and marketable title
to each of the Assets listed on Exhibit A , free and clear
of all title defects, security interests, pledges, options, claims,
liens, encumbrances. The Assets, to Owner’s knowledge, are in
good operating condition and repair, reasonable wear and tear
excepted. Vehicle titles will be sent to Broker so
vehicles can be sold promptly. Any other warranty is expressly
disclaimed.
6. Access to
Equipment . Owner shall afford Broker reasonable access to
the
