Energy Fuels Inc.: Exhibit 10.1 - Filed by newsfilecorp.com





Execution Copy 

MEMBERSHIP INTEREST PURCHASE AGREEMENT 

BY AND AMONG 

ENERGY FUELS INC.,
AN ONTARIO CORPORATION, 

ENERGY FUELS HOLDINGS CORP., 
A DELAWARE CORPORATION,


MESTEÑA, LLC, 
A TEXAS LIMITED LIABILITY COMPANY, 

JONES RANCH MINERALS UNPROVEN, LTD.,
A TEXAS LIMITED
PARTNERSHIP, 

& 

MESTEÑA UNPROVEN, LTD.,
A TEXAS LIMITED PARTNERSHIP,


	 	 	 
	 	DATED AS OF MARCH 4, 2016 	 
	 	 	 






TABLE OF CONTENTS 

	 	 	Page  
	  	  	  
	ARTICLE I.
      DEFINITIONS AND INTERPRETATION 	2 
	  	  	  
	         Section 1.01 	Defined Terms
      	2 
	         Section 1.02 	References and Rules of
      Construction 	2 
	  	  	  
	ARTICLE II. PURCHASE AND
      SALE OF MEMBERSHIP INTERESTS 	3 
	  	  	  
	         Section 2.01 	Agreement to Purchase and
      Sell Membership Interests 	3 
	         Section 2.02 	Purchase
      Consideration 	3 
	         Section 2.03 	Individual and Collective
      Benefit from Consideration 	4 
	  	  	  
	ARTICLE III.
      REPRESENTATIONS AND WARRANTIES OF THE SELLERS 	4 
	  	  	  
	         Section 3.01 	Organization and
      Qualification of the Sellers 	4 
	         Section 3.02 	Organization
      and Qualification of Acquired Companies 	4 
	         Section 3.03 	Authorization and
      Enforceability 	4 
	         Section 3.04 	Powers of
      Attorney 	4 
	         Section 3.05 	No Conflict 	5 
	         Section 3.06 	Capitalization 	5 
	         Section 3.07 	Books and Records. 	5 
	         Section 3.08 	Financial
      Information; Accounts Receivable. 	6 
	         Section 3.09 	Absence of Certain Changes.
      	6 
	         Section 3.10 	Absence of
      Undisclosed Indebtedness. 	7 
	         Section 3.11 	Litigation 	7 
	         Section 3.12 	Compliance
      with Laws; Permits. 	7 
	         Section 3.13 	Mesteña Contracts. 	8 
	         Section 3.14 	Mesteña Real
      Property 	9 
	         Section 3.15 	Mesteña Personal Property
      	9 
	         Section 3.16 	Bank
      Accounts. 	10

	         Section 3.17 	Taxes and Assessments.
    	10 
	         Section 3.18 	Environmental Matters 	10

	         Section 3.19 	Bankruptcy; Solvency 	12 
	         Section 3.20 	Consents,
      Approvals or Waivers 	12

	         Section 3.21 	Governmental Authorization.
      	12 
	         Section 3.22 	Royalty
      Obligations 	12

	         Section 3.23 	Employment and Benefit
      Matters. 	12 
	         Section 3.24 	Expropriation. 	14

	         Section 3.25 	Insurance 	14 
	         Section 3.26 	Energy Fuels
      Shares, Securities Matters. 	14

	         Section 3.27 	Accurate Information
      Disclosed. 	17 
	         Section 3.28 	Brokers
    	17

	  	  	  
	ARTICLE IV.
      REPRESENTATIONS AND WARRANTIES OF THE EFI PARTIES 	17

	  	  	  
	         Section 4.01 	Existence
      and Qualification 	17

	         Section 4.02 	Power 	17 
	         Section 4.03 	Authorization and Enforceability 	18
  


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TABLE OF CONTENTS 

	 	 	Page      
	 	  	  
	         Section
      4.04 	No
      Conflicts 	18
      
	         Section
      4.05 	Litigation
      	18
      
	         Section
      4.06 	Consents
      and Preferential Purchase Rights 	18
      
	         Section
      4.07 	Consents,
      Approvals or Waivers 	18
      
	         Section
      4.08 	EFI
      Securities Matters 	18
      
	         Section
      4.09 	EFI
      Public Filings 	18
      
	 	  	  
	ARTICLE
      V. COVENANTS OF THE PARTIES 	19
      
	 	  	  
	         Section
      5.01 	Access
      to Records 	19
      
	         Section
      5.02 	Government
      Reviews 	19
      
	         Section
      5.03 	Public
      Announcements; Confidentiality 	20
      
	         Section
      5.04 	Operation
      of Business; Pre-Closing Holding Costs; Insurance Premium Loans 	20
      
	         Section
      5.05 	Bonds,
      Letters of Credit and Guaranties 	23
      
	         Section
      5.06 	Financial
      Statements 	23
      
	         Section
      5.07 	Non-Solicitation
      and Acquisition Proposals. 	23
      
	         Section
      5.08 	Sales
      of Energy Fuels Shares 	25
      
	         Section
      5.09 	Further
      Assurances 	25
      
	         Section
      5.10 	The
      Mesteña Name 	25
      
	         Section
      5.11 	Post-Closing
      Payment for Slurry 	25
      
	 	  	  
	ARTICLE
      VI. CONDITIONS TO CLOSING 	26
      
	 	  	  
	         Section
      6.01 	EFI
      Parties’ Conditions to Closing 	26
      
	         Section
      6.02 	Sellers’
      Conditions to Closing 	28
      
	         Section
      6.03 	Frustration
      of Closing Conditions 	29
      
	 	  	  
	ARTICLE
      VII. CLOSING 	29
      
	 	  	  
	         Section
      7.01 	Time
      and Place of the Closing 	29
      
	         Section
      7.02 	Obligations
      of the EFI Parties at the Closing 	29
      
	         Section
      7.03 	Obligations
      of the Sellers at the Closing 	30
      
	 	  	  
	ARTICLE
      VIII. TERMINATION 	31
      
	 	  	  
	         Section
      8.01 	Termination
      	31
      
	         Section
      8.02 	Effect
      of Termination 	32
      
	 	  	  
	ARTICLE
      IX. INDEMNIFICATION 	32
      
	 	  	  
	         Section
      9.01 	Indemnification
      by the Sellers 	32
      
	         Section
      9.02 	Indemnification
      by the EFI Parties 	32
      
	         Section
      9.03 	Indemnification
      Actions 	33
      
	         Section
      9.04 	Survivability;
      Limitation on Actions 	35
      
	 	  	  
	ARTICLE
      X. TAX MATTERS 	37
      


- ii - 




TABLE OF CONTENTS 


	 	 	Page  
	 	 	 
	Section 10.01 	Tax Filings
      	37

	Section 10.02 	Current Tax Period Taxes
    	37 
	 	 	 
	ARTICLE XI.
      MISCELLANEOUS 	38 
	 	 
	Section 11.01 	Counterparts 	38 
	Section 11.02 	Notice
    	38

	Section 11.03 	Tax, Recording Fees, Similar
      Taxes & Fees 	39 
	Section 11.04 	Governing
      Law; Jurisdiction 	39

	Section 11.05 	Waivers 	40 
	Section 11.06 	Assignment
      	40

	Section 11.07 	Entire Agreement 	40 
	Section 11.08 	Amendment
      	40

	Section 11.09 	No Third-Party Beneficiaries
      	40 
	Section 11.10 	Construction
      	40

	Section 11.11 	Conspicuous 	41 
	Section 11.12 	Severability
      	41

	 	 	 
	APPENDIX
      A 	A-1 
	 	 
	EXHIBIT
      1 	1-1 
	 	 
	EXHIBIT
      2 	2-1 
	 	 
	EXHIBIT
      3 	3-1 
	 	 
	EXHIBIT
      4 	4-1 
	 	 
	SCHEDULE 3.10 	5
	 	 
	SCHEDULE 3.12 	5
	 	 
	SCHEDULE 3.13 	5
	 	 
	SCHEDULE 3.14 	5
	 	 
	SCHEDULE 3.15 	5
	 	 
	SCHEDULE 3.16 	5
	 	 
	SCHEDULE 3.18 	5
	 	 
	SCHEDULE 3.20 	5
	 	 
	SCHEDULE 3.23 	5
	 	 
	SCHEDULE 3.25 	5




- iii - 




TABLE OF CONTENTS 

	 	Page  
	 	 
	SCHEDULE 3.28 	5
	 	 
	SCHEDULE 4.07 	5


- iv - 




MEMBERSHIP INTEREST
PURCHASE AGREEMENT 

This Membership Interest Purchase Agreement (as may be amended,
restated, supplemented or otherwise modified from time to time, this
“Agreement”) is dated as of March 4, 2016 (the “Execution
Date”), by and among: 

ENERGY FUELS INC., an Ontario, Canada corporation
(“EFI”), and ENERGY FUELS HOLDINGS CORP., a Delaware
corporation (the “Purchaser”), 

and 

MESTEÑA, LLC, a Texas limited liability company
(“Mesteña”), JONES RANCH MINERALS UNPROVEN, LTD., a Texas
limited partnership (“Jones Unproven”), and MESTEÑA UNPROVEN,
LTD., a Texas limited partnership (“Mesteña Unproven”). 

EFI and the Purchaser may be referred to herein collectively as
the “EFI Parties” and individually as an “EFI
Party.” Mesteña, Jones Unproven and Mesteña Unproven may be referred to
herein collectively as the “Sellers” and individually as a
“Seller.” EFI, the Purchaser, Mesteña, Jones Unproven and Mesteña
Unproven may be referred to herein collectively as the “Parties”
and individually as a “Party.” 

RECITALS

WHEREAS, the Sellers together own all of the limited liability
company membership interests (“Membership Interests”) in each of
three Texas limited liability companies: Mesteña Uranium, L.L.C., Leoncito
Plant, L.L.C., and Leoncito Project, L.L.C. (each an “Acquired
Company” and together the “Acquired Companies”); 

WHEREAS, the Acquired Companies together own and control the
Mesteña Assets, as defined and described more particularly in Appendix A
of this Agreement; and 

WHEREAS, on the terms and conditions set forth herein, the
Purchaser wishes to purchase the Membership Interests from the Sellers, and the
Sellers wish to sell the Membership Interests to the Purchaser.

NOW THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants, conditions, agreements and promises
contained in this Agreement and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereto
agree as follows: 




ARTICLE I. 
DEFINITIONS AND INTERPRETATION 

Section 1.01 Defined Terms. In addition to the terms
defined throughout this Agreement, the capitalized terms used herein that are
not otherwise defined shall have the meanings set forth in Appendix A.


Section 1.02 References and Rules of Construction.

(a)     All references in this Agreement to
Exhibits, Schedules, Appendices, Articles, Sections, subsections and clauses
refer to the corresponding Exhibits, Schedules, Appendices, Articles, Sections,
subsections and clauses of or to this Agreement unless expressly provided
otherwise. The Exhibits, Schedules and Appendices referred to herein are
attached to and by this reference incorporated herein for all purposes.

(b)     Titles appearing at the beginning
of any Exhibits, Schedules, Appendices, Articles, Sections, subsections and
clauses of this Agreement are for convenience only, do not constitute any part
of this Agreement and shall be disregarded in construing the language
hereof.

(c)     The words “this Agreement,”
“herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer
to this Agreement as a whole and not to any particular Article, Section,
subsection or clause unless expressly so limited. The words “this Article,”
“this Section,” “this subsection,” “this clause,” and words of similar import,
refer only to the Article, Section, subsection and clause hereof in which such
words occur. The word “including” (in its various forms) shall be deemed to
include the terms “including, without limitation,” and “including, but not
limited to.” Unless expressly provided to the contrary, the word “or” is not
exclusive. Pronouns in masculine, feminine or neuter genders shall be construed
to state and include any other gender, and words, terms and titles (including
terms defined herein) in the singular form shall be construed to include the
plural and vice versa, unless the context otherwise requires.

(d)     Any representation or warranty
qualified to the “knowledge of the Mesteña Entities” or “the
Mesteña Entities’ knowledge” or with any similar knowledge qualification
is limited to matters actually known by the respective managers and officers of
each of the Sellers and the Acquired Companies.

(e)     All references to “$” shall be
deemed references to U.S. Dollars.

(f)     If any payment is required to be
made or other action (including the giving of notice) is required to be taken
pursuant to this Agreement on a day which is not a Business Day, then such
payment or action shall be considered to have been made or taken in compliance
with this Agreement if made or taken on the next succeeding Business Day. 

-2- 




ARTICLE II. 
PURCHASE AND SALE OF MEMBERSHIP
INTERESTS 

Section 2.01 Agreement to Purchase and Sell Membership
Interests. Subject to the terms and conditions set forth herein, at the
Closing, the Sellers shall sell and the Purchaser shall purchase the Membership
Interests in each of the Acquired Companies for the consideration specified in
Section 2.02. The Sellers shall transfer the Membership Interests in each of the
Acquired Companies to the Purchaser through the execution and delivery of
assignments in the form attached hereto as Exhibit 1.

Section 2.02 Purchase Consideration. At the Closing, the
Purchaser shall pay or cause to be paid to the Sellers the following
consideration (the “Purchase Consideration”) in exchange for the
Sellers’ sale and transfer of the Membership Interests to the Purchaser under
Section 2.01: 

(a)     The Purchaser shall cause EFI to
issue to or to the direction of the Sellers a total of 4,551,284 common shares of
EFI (the “Energy Fuels Shares”), inclusive of any Energy Fuels
Shares issued under paragraph (b) below, which have a value of $11 million based
on the Volume Weighted Average Price of EFI’s common shares on the NYSE MKT for
the 10 trading days ending on the last trading day prior to the Execution Date
(subject to the caveat that, notwithstanding the Volume Weighted Average Price
described herein, the total number of Energy Fuels Shares to be issued to the
Sellers shall not be fewer than 3.85 million shares or more than 5.0 million
shares), to be allocated as follows: 

	 	(i) 	
      2,887,304 Energy Fuels Shares to or to the direction of Mesteña;

	 	 	 
	 	(ii) 	
      212,359 Energy Fuels Shares to or to the direction of
      Jones Unproven; and

	 	 	 
	 	(iii) 	
      1,203,369 Energy Fuels Shares to or to the direction of Mesteña Unproven.



(b)     Subject to Section 6.01(l) and
Section 7.03(d), at the direction of the Sellers, the Purchaser shall cause EFI
to issue to Juneau Uranium Exploration, L.L.C. a total of 248,252 Energy Fuels
Shares (from among the total number of Energy Fuels Shares issued pursuant to
paragraph (a) above) which have a value of $600,000 based on the Volume Weighted
Average Price of EFI’s common shares on the NYSE MKT for the 10 trading days
ending on the last trading day prior to the Execution Date. 

(c)     Subject to the Sellers’ compliance
with the requirements of Section 6.01(f) regarding amendments to the Uranium
Lease and the Uranium Option (each as defined in Section 3.13(a) below), the
Purchaser shall pay to Jones Unproven, Mesteña Unproven, Jones Ranch Minerals
Proven, Ltd., a Texas limited partnership (“Jones Proven”) and
Mesteña Proven, Ltd., a Texas limited partnership (“Mesteña
Proven,” and together with Jones Unproven, Mesteña Unproven and Jones
Proven, the “Royalty Holders”) a royalty (the “Uranium
Royalty”) on uranium oxide (U3O8) produced and sold from the
Mesteña Assets pursuant to the terms and conditions set forth in the forms of
amended Uranium Lease and amended Uranium Option set out in Exhibit 2 and
Exhibit 3, respectively.

-3- 




Section 2.03 Individual and Collective Benefit from
Consideration. For purposes hereof: (a) EFI, as the parent corporation of
the Purchaser, has and shall be deemed to have benefited from the consideration
received by the Purchaser hereunder, and the Purchaser, as a subsidiary
corporation of EFI, has and shall be deemed to have benefitted from the
consideration received by EFI hereunder; and (b) each Seller, as an affiliate of
the other two Sellers, has and shall be deemed to have benefited from the
consideration received by either or both of the other two Sellers, and each
Seller has and shall be deemed to have benefitted from any portion of the
consideration received hereunder by any of its Affiliates, including Jones
Proven and Mesteña Proven.

ARTICLE III. 
REPRESENTATIONS AND WARRANTIES
OF THE SELLERS 

The Sellers, jointly and severally, represent and warrant the
following to the EFI Parties, acknowledging that the EFI Parties are relying
upon such representations and warranties in connection with their execution,
delivery and performance of this Agreement: Section 

3.01 Organization and
  Qualification of the Sellers. Mesteña is a corporation, duly organized,
  validly existing and in good standing under the Laws of the State of Texas. Each
  of Jones Unproven and Mesteña Unproven is a limited partnership, duly organized,
  validly existing and in good standing under the Laws of the State of Texas. Each
  of the Sellers has all necessary organizational power and authority to carry on
  its business as it is now being conducted and is qualified to do business under
  the Laws of each jurisdiction in which it carries on its business. Section 

3.02 Organization and Qualification of Acquired
Companies. Each of the Acquired Companies is a limited liability company,
duly organized, validly existing and in good standing under the Laws of the
State of Texas and has all necessary organizational power and authority to carry
on its business as it is now being conducted and is qualified to do business
under the Laws of each jurisdiction in which it carries on its business.

Section 3.03 Authorization and Enforceability. Each of
the Sellers has the requisite power and authority to execute and deliver this
Agreement and the contracts, agreements, documents and instruments executed and
delivered in connection with this Agreement (the “Ancillary
Documents”) and to consummate the transactions contemplated hereby and
thereby. The execution and delivery of this Agreement and each Ancillary
Document, and the performance of the transactions contemplated hereby and
thereby, have been duly and validly authorized by all necessary organizational
action on the part of each Seller. This Agreement has been duly executed and
delivered, and all Ancillary Documents will be duly executed and delivered as
required hereunder. This Agreement constitutes, and each of the Ancillary
Documents will constitute, a valid and binding obligation of each Seller,
enforceable in accordance with its terms. 

Section 3.04 Powers of Attorney. No Person has any power
of attorney to act on behalf of any Acquired Company in connection with its
business or any of the Mesteña Assets that it holds other than such powers to so
act as normally pertain to the managers or officers of such Acquired Company.


-4- 




Section 3.05 No Conflict. The execution, delivery and
performance of this Agreement and the Ancillary Documents by each of the Sellers
will not (a) violate any provision of the organizational documents of any Seller
or Acquired Company; (b) conflict with, result in any breach of, constitute a
default (or event which with the giving of notice or lapse of time, or both,
would become a default) under, require any consent under, or give to others any
rights of termination, acceleration or cancellation of, any note, bond, mortgage
or indenture, contract, agreement, lease, sublease, license, permit, franchise
or other instrument or arrangement to which any Seller or Acquired Company is a
party or which affects in any material respect any of the Mesteña Assets; or (c)
conflict with or violate in any material respect any Law or Governmental Order
applicable to any Seller or Acquired Company or any of the Mesteña Assets. 

Section 3.06 Capitalization. The Membership Interests in
each Acquired Company constitute all of the issued and outstanding equity
interests of such Acquired Company and are owned of record and beneficially by
the Sellers, free and clear of all Encumbrances, in the following percentages:


	 	Mesteña Uranium, L.L.C. 	  
	 	 	 
	 	           
             Jones Unproven: 	85% 
	 	 	 
	 	           
             Mesteña Unproven: 	15% 
	 	 	 
	 	Leoncito Plant, L.L.C. 	  
	 	 	 
	 	           
             Mesteña: 	100% 
	 	 	 
	 	Leoncito Project, L.L.C. 	  
	 	 	 
	 	           
             Mesteña: 	100% 


Other than the Membership Interests, no other classes, groups
or categories of limited liability company ownership interests have been
established or exist for any Acquired Company. There are no options, warrants,
conversion privileges or other rights, member rights plans, agreements,
arrangements or commitments (pre-emptive, contingent or otherwise) of any
character requiring or which may require the sale or transfer of any membership
interest, or any other equity interest in, any of Acquired Company. All
Membership Interests have been duly authorized and validly issued, and are fully
paid and non-assessable. All Membership Interests have been issued in compliance
with all applicable Laws. There are no outstanding contractual or other
obligations of any Acquired Company to repurchase, redeem or otherwise acquire
all or any portion of the Membership Interests. Other than the Company
Agreements, there are no limited liability company, operating, ownership, voting
or similar agreements with respect to any of the Acquired Companies to which any
of the Sellers is a party. None of the Acquired Companies has any subsidiaries.


Section 3.07 Books and Records. The books of account and
other records of the Acquired Companies are complete and correct and have been
maintained in accordance with sound business practices, including the
maintenance of an adequate system of internal controls. True and complete copies
of all such books and records have been made available to the EFI Parties and, at the Closing, the originals of all such books and
records will be in the possession of the Acquired Companies. 

-5- 




Section 3.08 Financial Information; Accounts Receivable.


(a)     True and complete copies of (i) the
unaudited financial statements of the Acquired Companies as of December 31, 2013
and 2014 (collectively, the “Financial Statements”), and (ii) the
unaudited financial statement of the Acquired Companies as of December 31, 2015
(the “Interim Financial Statement”) have been delivered to the EFI
Parties. 

(b)     The Financial Statements and
Interim Financial Statement (i) were prepared in accordance with the books of
account and other records of the Acquired Companies (except as may be indicated
in the notes thereto), (ii) present fairly in all material respects the
financial condition and results of operations of the Acquired Companies as of
the dates thereof or for the periods covered thereby, and (iii) were prepared in
a manner and on a basis consistent with the past practices of the Acquired
Companies except as expressly disclosed therein. 

(c)     All accounts receivable of the
Acquired Companies arose only from bona fide transactions in the ordinary course
of business. 

Section 3.09 Absence of Certain Changes. Since the date
of the Acquired Companies’ most recent balance sheets, the Acquired Companies
have conducted their operations in the ordinary course of business in all
material respects, and except as otherwise contemplated by this Agreement, there
has not been: 

(a)     any change in any method of
accounting or accounting practice by any of the Acquired Companies; 

(b)     any (i) employment, deferred
compensation, severance, retirement or other similar agreement entered into,
modified or terminated between any of the Acquired Companies on the one hand,
and any manager, officer or employee of any of the Acquired Companies (or any
amendment to any such existing agreement) on the other, (ii) grant of any
severance or termination pay to any manager, officer or employee of any of the
Acquired Companies for which any of the Acquired Companies is liable after the
Closing Date, (iii) change (other than in connection with hiring or firing
managers, officers or employees) in compensation or other benefits payable by
any of the Acquired Companies to any manager, officer or employee of any of the
Acquired Companies other than any changes in the ordinary course of business, or
(iv) hiring or firing any employee other than in the ordinary course of
business, except in each case for changes made with respect to all employees
under any employee Benefit Plan; 

(c)     any sale, assignment, conveyance,
license, sublease or other disposition of any Mesteña Assets or imposition of
any Encumbrance (other than Permitted Encumbrances) on any of the foregoing
except in the ordinary course of business or as contemplated in this
Agreement;

-6- 




(d)     any delay or postponement of the
payment of accounts payable and other liabilities outside the ordinary course of
business; 

(e)     any cancellation, compromise,
waiver or release of any right or claim (or series of related rights and claims)
either involving more than $10,000 or outside the ordinary course of business;


(f)     any write-down or write-off of the
value of any material asset, except for write-downs or write-offs of accounts
receivable or inventories in the ordinary course of business or otherwise that
would be required for the preparation of audited balance sheets or obsolete or
surplus property not needed for operation of the Project; 

(g)     any other transaction or commitment
made, or any contracts entered into, by any of the Acquired Companies relating
to their assets or business or the Project, other than transactions, commitments
and contracts in the ordinary course of business and those contemplated by this
Agreement; 

(h)     any action taken by the Sellers,
any of their Affiliates or any of the Acquired Companies or, to the knowledge of
the Mesteña Entities, by another Person on behalf of the Sellers, any of their
Affiliates or any of the Acquired Companies that will or may reasonably be
expected to cause or constitute a breach of any provision of this Agreement in
any material respect; 

(i)     or any agreement, whether or not in
writing, to do any of the foregoing by any of the Sellers, any of their
Affiliates or any of the Acquired Companies. 

Section 3.10 Absence of Undisclosed Indebtedness. The
Acquired Companies have no outstanding Indebtedness (whether absolute, accrued,
contingent or otherwise) and are not party to or bound by any suretyship,
guarantee, indemnification or assumption agreement, or endorsement of, or any
other similar commitment with respect to the Indebtedness of any Person (whether
absolute, accrued, contingent or otherwise) other than Indebtedness (a)
reflected or reserved against on the balance sheet included in the Interim
Financial Statement, (b) disclosed in Schedule 3.10, or (c) incurred
since the date of the Interim Financial Statement in the ordinary course of
business of the Acquired Companies and not material to any of the Acquired
Companies. 

Section 3.11 Litigation. There are no actions, suits,
claims, investigations or other legal proceedings pending or, to the Mesteña
Entities’ knowledge, threatened against any of the Sellers or their Affiliates
or the Acquired Companies which, if determined adversely, may result in a
Material Adverse Effect. 

Section 3.12 Compliance with Laws; Permits. 

(a)     Each Acquired Company has complied
and continues to comply in all material respects with all applicable Laws, and,
to the Mesteña Entities’ knowledge, there are no existing, pending or threatened
conditions or circumstances that might constitute or cause any violation of any
applicable Laws by any Acquired Company. 

-7- 




(b)     The Acquired Companies possess all
Permits necessary to enable them to conduct their business, own the Mesteña
Assets and operate the Project. All such Permits are disclosed on Schedule
3.12. All such Permits are in full force and effect, and no action, claim or
proceeding exists or is pending or, to the knowledge of the Mesteña Entities,
threatened to suspend, revoke, terminate or prevent the exercise of rights
under, or renewal of, any such Permit or to declare any such Permit invalid.
Each Acquired Company is in compliance in all material respects with all such
Permits, and, to the Mesteña Entities’ knowledge, there are no violations of any
such Permit that would (or could with notice or lapse of time) result in the
termination of such Permit. The transactions contemplated by this Agreement and
the Ancillary Documents will not materially adversely affect the validity of any
such Permit or cause a cancellation of or otherwise materially adversely affect
such Permit, and, to the Mesteña Entities’ knowledge, no other Permits are
required in order to conduct the Acquired Companies’ business, own the Mesteña
Assets or operate the Project. There are no Permits held by any of the Sellers
or (other than the Acquired Companies) any of their respective Affiliates
relating to any of the Mesteña Assets or the Project. 

Section 3.13 Mesteña Contracts. 

(a)     All of the contracts, leases,
mortgages, deeds, licenses, instruments, notes, commitments, undertakings,
indentures and other agreements included among the Mesteña Assets, to which any
of the Acquired Companies is a party or that materially impact or involve any of
the Acquired Companies or the Mesteña Assets or the operation of the Project
(the “Mesteña Contracts”) are described on Schedule 3.13,
including but not limited to the following agreements: 

	 	• 	Uranium Solution Mining Lease, dated June 1,
      2004, by and between Mesteña Unproven, Ltd., Jones Ranch Minerals
      Unproven, Ltd., and Mesteña Proven Ltd. (as Lessors) and Leoncito Project,
      Ltd. (as Lessee) (referred to herein as the “Uranium Lease”)
    
	 	  	  
	 	• 	Uranium Testing Permit and Lease Option
      Agreement, dated August 1, 2006, by and between Mesteña Unproven, Ltd.,
      Jones Ranch Minerals Unproven, Ltd., and Mesteña Proven Ltd. (together as
      Grantor) and Leoncito Project, Ltd. (as Grantee), as amended by that
      certain First Extension of Uranium Testing Permit and Lease Option
      Agreement, dated March 10, 2014, by and among the same parties as Grantor
      and Grantee (referred to herein as the “Uranium Option”)
  
	 	  	  
	 	• 	Nine separate Surface Use Agreements by and
      between the Acquired Companies and certain surface estate owners
      concerning lands subject to mineral exploration and development activities
      under the Uranium Lease and the Uranium Option, listed more particularly
      on Schedule 3.13 (referred to herein as the “Surface Use
      Agreements”) 
	 	  	  
	 	• 	Six separate conveyance documents granting to
      Mesteña Unproven, Ltd. and Jones Ranch Minerals Unproven, Ltd. for a term
      of years all rights, titles and interests in and to all Minerals and oil and gas in,
on and under all of the lands subject to mineral exploration and development
activities under the Uranium Lease and the Uranium Option, listed more
particularly on Schedule 3.13 (referred to herein as the “Term
Conveyances”)


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(b)     As of the Closing Date, the Sellers
have made available to the EFI Parties true and complete copies of each Mesteña
Contract and all amendments or modifications thereto. 

(c)     All of the Mesteña Contracts are in
full force and effect and, subject to Section 6.01(f) and Section 6.01(l), will
remain in full force and effect at Closing. No action, claim or proceeding
exists or is pending or, to the knowledge of the Mesteña Entities, threatened to
terminate or prevent the enjoyment or exercise of the Acquired Companies’ rights
under any Mesteña Contract or to declare any Mesteña Contract invalid or
unenforceable. Each Acquired Company is in compliance in all material respects
with all Mesteña Contracts, and, to the Mesteña Entities’ knowledge, there are
no circumstances or events which, with notice or lapse of time or both, would
result in or constitute a breach or default under any Mesteña Contract. The
transactions contemplated by this Agreement and the Ancillary Documents will not
materially adversely affect the validity of any Mesteña Contracts or cause a
breach or default under or otherwise materially adversely affect any Mesteña
Contracts.

(d)     Except as expressly disclosed on
Schedule 3.13, none of the Mesteña Assets or Acquired Companies is
subject to or burdened by any contract that can be reasonably expected to result
in payments to or receipts of revenue by the Sellers or any of the Sellers’
Affiliates (other than the Acquired Companies) or any Third Party during the
current or any subsequent calendar year, including (i) any operating agreement,
transportation agreement, exploration agreement, joint development agreement,
participation agreement and processing or similar contract or sales, purchase or
exchange contract or call on production or (ii) any indenture, mortgage, loan,
deed of trust, note purchase agreement, credit or sale-leaseback, guaranty,
bond, letter of credit or similar contract that will not be terminated with
respect to the Mesteña Assets on or before Closing.

Section 3.14 Mesteña Real Property. Schedule 3.14
sets forth a complete list of all real property included among the Mesteña
Assets (the “Mesteña Real Property”) and the ownership thereof,
which real property will remain the real property of the Acquired Companies
through Closing. Each Acquired Company owns Defensible Title to the Mesteña Real
Property that such Acquired Company is listed as owning on Schedule 3.14,
free and clear of all Encumbrances, except for the Permitted Encumbrances. 

Section 3.15 Mesteña Personal Property. Schedule
3.15 sets forth a complete list of all personal property included among the
Mesteña Assets (the “Mesteña Personal Property”) and the ownership
thereof, which personal property will remain the personal property of the
Acquired Companies through Closing. Each Acquired Company owns Defensible Title
to the Mesteña Personal Property that such Acquired Company is listed as owning
on Schedule 3.15, free and clear of all Encumbrances, except for the
Permitted Encumbrances. 

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Section 3.16 Bank Accounts. Schedule 3.16 sets
forth a true, correct and complete list and description of all bank accounts
owned and/or used by the Acquired Companies (including the name of each Person
with signing authority or access thereunder), which accounts will remain the
accounts of the Acquired Companies following the Closing. 

Section 3.17 Taxes and Assessments. 

(a)     All Taxes related to the Acquired
Companies or Mesteña Assets that have become due and payable have been properly
paid. 

(b)     All Tax Returns with respect to
Taxes that are required to be filed by any of the Acquired Companies in respect
of the Mesteña Assets or otherwise have been filed, and all such Tax Returns are
true, correct and complete in all material respects. 

(c)     No action, suit, Governmental
Authority proceeding or audit is now in progress or pending with respect to any
of the Acquired Companies or the Mesteña Assets, and none of the Sellers or
Acquired Companies has received notice of any pending claim against it from any
applicable Governmental Authority for assessment of Taxes and no such claim has
been threatened. 

(d)     No audit, litigation or other
proceeding with respect to Taxes related to any of the Acquired Companies or the
Mesteña Assets has been commenced or is presently pending. None of the Sellers
or Acquired Companies has been granted an extension or waiver of the statute of
limitations applicable to any Tax related to any of the Acquired Companies or
the Mesteña Assets, which period has not yet expired. 

(e)    None of the Sellers or Acquired Companies
is a party to or bound by any Tax allocation or Tax sharing or indemnification
agreement with respect to any of the Acquired Companies or the Mesteña Assets.


(f)     None of the Acquired Companies or
Mesteña Assets is subject to tax partnership reporting for federal or state
income tax purposes.

(g)     None of the Mesteña Assets is
“tax-exempt use property” within the meaning of Section 168(h) of the Code or
“tax-exempt bond financed property” within the meaning of Section 168(g)(5) of
the Code. 

(h)     All of the Mesteña Assets that are
subject to property Taxes have been properly listed and described on the
property tax rolls of the appropriate Governmental Authority for all assessment
dates prior to Closing.

(i)     The Sellers and the Acquired
Companies, as applicable, have complied with all escheat or unclaimed property
Laws with respect to funds or property received in connection with owning or
operating the Mesteña Assets. 

Section 3.18 Environmental Matters.

(a)     Except as set forth on Schedule
3.18: 

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	 	(i) 	
      with respect to the Mesteña Assets, the Acquired
      Companies are, and, to the knowledge of the Mesteña Entities, the Acquired
      Companies have been, operating in full compliance with all Environmental
      Laws;

	 	 	 
	 	(ii) 	
      the Acquired Companies hold, and at the Closing will
      hold, all Permits (as set forth on Schedule 3.12) necessary to
      conduct the Project, and all such Permits are, and at the Closing will be,
      valid and in full force and effect;

	 	 	 
	 	(iii) 	
      none of the Sellers or Acquired Companies or their
      Affiliates has entered into, nor is any of the Sellers or Acquired
      Companies or their Affiliates subject to any Governmental Order that
      relates to the present or future use of any of the Mesteña Assets or
      requires any material change in the present Environmental Condition of any
      of the Mesteña Assets;

	 	 	 
	 	(iv) 	
      no Governmental Order or other action is pending, and, to
      the Mesteña Entities’ knowledge, no Governmental Order or other action has
      been threatened, by any Governmental Authority or Third Party concerning
      any alleged violation of or Environmental Liability under any
      Environmental Law;

	 	 	 
	 	(v) 	
      none of the Sellers or Acquired Companies or their
      Affiliates has received written notice from any Governmental Authority or
      Third Party alleging any current or past violation or potential violation
      of any Environmental Law in respect of any of the Mesteña
Assets;

	 	 	 
	 	(vi) 	
      no Hazardous Substance has been used, generated,
      manufactured, refined, treated, transported, stored, handled, disposed of,
      transferred, produced or processed at, on, under or from any of the
      Mesteña Assets except in compliance with all Environmental Laws;
  and

	 	 	 
	 	(vii) 	
      no Hazardous Substance has been discharged, dumped,
      pumped, deposited, spilled, leaked, emitted or released by any Person (or,
      to the knowledge of the Mesteña Entities, is otherwise present) at, on,
      under or from any of the Mesteña Assets in such manner or quantity that
      exceeds applicable limitations, criteria or standards under any
      Environmental Law or that would require investigation and/or remediation
      under any Environmental Law.



(b)     The Acquired Companies currently
satisfy all financial assurance obligations relating to the Project through (i)
cash collateral totaling approximately $4.4 million and (ii) an irrevocable
standby letter of credit totaling approximately $6.5 million. At the Closing,
the Acquired Companies shall retain the cash collateral but not the irrevocable
standby letter of credit, which shall be replaced as provided in Section 5.05.


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Section 3.19 Bankruptcy; Solvency. There are no
bankruptcy, insolvency, reorganization, receivership or similar proceedings
pending against, being contemplated by, or, to the knowledge of the Mesteña
Entities, threatened against any Seller, Acquired Company or any Affiliate
thereof. No Seller is entering into this Agreement with actual intent to hinder,
delay or defraud any creditor. Each of the Sellers and Acquired Companies and
their Affiliates is currently solvent and will be solvent immediately after the
Closing after giving effect to (i) the transactions contemplated in this
Agreement and the Ancillary Documents and (ii) any other transactions
contemplated by the Sellers or any of their respective Representatives on or
after the Closing, which would be taken into account in determining whether any
of the transactions contemplated hereby were invalid or illegal under, in
violation of, or can be set aside or give rise to, any award or damages,
sanctions or other Liability against the EFI Parties or any of their respective
Affiliates or Representatives under applicable bankruptcy, fraudulent
conveyance, fraudulent transfer or other similar Laws. 

Section 3.20 Consents, Approvals or Waivers. Schedule
3.20 sets forth any and all consents, approvals and waivers of any nature
that any of the Sellers or the Acquired Companies or any of their respective
Affiliates or Representatives must obtain from any Person, including any
Governmental Authority, in order to consummate the transactions contemplated
under this Agreement (and under any Ancillary Document required to be executed
and delivered by the Sellers hereunder) (collectively, “Required
Consents”). Except as set forth on Schedule 3.20, each Seller’s
execution, delivery and performance of this Agreement (and any Ancillary
Document required to be executed and delivered by the Sellers hereunder) is not
and will not be subject to any Required Consents. Schedule 3.20
describes, for each Required Consent, (i) the Governmental Authority or other
Person from which each Required Consent must be obtained, and (ii) the agency
contact information for the Governmental Authority from which each Required
Consent must be obtained. 

Section 3.21 Governmental Authorization. Provided that
each of the Required Consents set forth on Schedule 3.20 is obtained at
or before the Closing, the execution, delivery and performance by each Seller of
this Agreement and the Ancillary Documents to which each Seller will become a
party, including the sale, transfer and conveyance of the Acquired Companies and
any related or resulting changes in control of any of the Mesteña Assets, will
not (i) violate or conflict with any Law, including any Environmental Law, or
any Governmental Order, or (ii) require the approval of any Governmental
Authority, except where the violation, conflict or failure to obtain the
approval would not have a Material Adverse Effect. 

Section 3.22 Royalty Obligations. Except as set forth in
the Uranium Lease and Uranium Option, no Person is currently entitled to any
royalty, net profits interest, carried interest or any other interests based on
the production and/or sale of Minerals from the Mesteña Assets, including any
advance royalties. Following the Closing, no such interest shall exist other
than as set forth in the amended Uranium Lease and the amended Uranium Option as
provided under Section 6.01(f).

Section 3.23 Employment and Benefit Matters.

(a)     Other than as disclosed in
Schedule 3.23 and except as required by Laws, the Acquired Companies are
not party to or bound by any oral or written contract or commitment providing for (i) severance, notice of termination
or pay in lieu of notice of termination or termination, severance, retention or
similar payments or (ii) cash or other compensation or benefits to any employees
(which, for purposes of this Section, includes managers and officers),
consultants or agents of the Acquired Companies upon or as a result of the
execution of this Agreement or the consummation of the transactions contemplated
by this Agreement. 

-12- 




(b)     The Acquired Companies have not
made any agreement with, or commitment to, any labor union, employee association
or other similar entity or made commitments to or conducted negotiations with
any labor union or employee association or similar entity with respect to any
future agreements. No trade union, employee association or other similar entity
has any bargaining rights acquired by either certification or voluntary
recognition with respect to the employees of the Acquired Companies. 

(c)     There has been no and, to the
knowledge of the Mesteña Entities, there is no threat of any (A) strike,
lock-out, work stoppage, work slowdown or labor dispute in the past three years,
or (B) material outstanding labor or employment proceedings or processes of any
kind (including unfair labor practice complaints, grievances, arbitrations,
worker’s compensation claims or applications for declaration of related or
successor employer) in respect of any current or former employees of the
Acquired Companies. 

(d)     Schedule 3.23 contains a
complete and accurate list of all Benefit Plans. To the extent required, all of
the Benefit Plans have been approved by the appropriate authorities. All
obligations of the Acquired Companies required to be performed in connection
with the Benefit Plans and funding media established therefor, including the
making or payment of contributions or premiums, have been performed, and there
are no outstanding defaults or violations by the Acquired Companies. There are
no outstanding liabilities under any Tax Laws with respect to the Benefit Plans.
Other than as disclosed in Schedule 3.23, no Benefit Plan provides
benefits to retirees or to employees of the Acquired Companies after termination
of employment or provides for retroactive charges or premium increases. There
are no participants or other individuals entitled to participate in any Benefit
Plan other than current or former employees of the Acquired Companies. 

(e)      Schedule 3.23 contains
a complete and accurate list of (i) the name, position and 2014 and 2015 monthly
gross rate of pay of all employees of the Acquired Companies, and (ii) all
presently outstanding loans and advances (other than routine travel advances)
made by the Acquired Companies to any employee and the current status thereof.
The Acquired Companies are in compliance in all material respects with all
applicable Laws with respect to its employees, including, salaries, wages,
bonuses, dividends, profit distribution, pay increases, payment of sales
commissions, and the corresponding payment of any labor charges and social
security and other payments under any applicable Laws. As of the Closing Date,
any and all employee compensation (e.g., salaries, wages, bonuses, dividends,
profit distribution or sharing, pay increases, payment of sales commissions,
Benefit Plans and the corresponding payment of any labor charges and social security and other payments under any
applicable Laws) that is owed to any employees of the Acquired Companies in
respect of any period of time prior to the Closing Date has been fully paid to
such employees.

-13- 




(f)     The Acquired Companies do not have
any labor-related liability (whether absolute, accrued, contingent or otherwise)
to former or retired employees (being only those no longer employed on the date
hereof), including without limitation, liabilities for accrued bonuses,
vacations and/or sales commissions, all of which have been paid prior to the
date hereof.

(g)     The Acquired Companies are not
subject to any determination under applicable Laws to the effect that any
individuals currently directly or indirectly performing services for the
Acquired Companies are entitled to benefits granted to employees under
applicable Laws or should otherwise be treated as employees for tax purposes or
otherwise. The Acquired Companies have not any accrued liabilities with regard
to their consultants or other service providers or outsourced contractors or
subcontractors other than in the ordinary course of business. 

Section 3.24 Expropriation. No part of the Mesteña
Assets has been taken, condemned or expropriated by any Governmental Authority
nor has any written notice or proceeding in respect thereof been given or
commenced nor do the Sellers or the Acquired Companies know of any intent or
proposal to give such notice or commence any such proceedings. 

Section 3.25 Insurance. Schedule 3.25 sets forth
a complete and accurate list of each insurance policy under which the Acquired
Companies has been an insured, a named insured or otherwise the principal
beneficiary of coverage at any time or relating to any of the Mesteña Assets
during the past three years. The Sellers have made available or will make
available prior to the Closing Date to the Purchaser a true and complete copy of
each such policy that is in effect as of the date of this Agreement. With
respect to each such policy, none of the Acquired Companies, nor, to the
Sellers’ knowledge, any other party to the policy is in material breach or
default thereunder (including with respect to the payment of premiums or the
giving of notices), and the Sellers do not know of any occurrence or any event
which (with notice or the lapse of time or both) would constitute such a breach
or default or allow termination, modification or acceleration under the policy.
None of the Acquired Companies or Sellers has received any notice that any of
such policies cannot be renewed in the ordinary course of business, and has no
knowledge of any reasonable basis for any such non-renewal. All appropriate
insurers under such insurance policies have been notified of all potentially
insurable losses and pending litigation and legal matters, and no such insurer
has informed any of the Acquired Companies or Sellers of any denial of coverage
or reservation of rights thereto. Schedule 3.25 also describes any
self-insurance arrangements affecting any of the Acquired Companies or Mesteña
Assets. 

Section 3.26 Energy Fuels Shares, Securities Matters. In
connection with the delivery of the Energy Fuels Shares to the Sellers: 

(a)     The Sellers have had the
opportunity to ask questions of and receive answers from EFI regarding the
acquisition of the Energy Fuels Shares, and have received all the information
regarding EFI that they have requested;

-14- 




(b)     The Sellers acknowledge that the
Energy Fuels Shares are highly speculative in nature and the Sellers have such
sophistication and experience in business and financial matters as to be capable
of evaluating the merits and risks of the investment. In connection with the
delivery of the Energy Fuels Shares, the Sellers have not relied upon EFI for
investment, legal or tax advice, or other professional advice, and have in all
cases sought or elected not to seek the advice of their own personal investment
advisers, legal counsel and tax advisers. The Sellers are able, without
impairing the financial condition of any of them, to bear the economic risk of,
and withstand a complete loss of the investment and they can otherwise be
reasonably assumed to have the capacity to protect their own interests in
connection with their investment in the Energy Fuels Shares. 

(c)     The Sellers acknowledge that EFI
may be required to file a report of trade with applicable Canadian securities
regulators containing personal information about the Sellers and that EFI may
also be required pursuant to applicable securities laws to file this Agreement
on SEDAR and EDGAR. By executing this Agreement, the Sellers authorize the
indirect collection of the information described in this Section by all
applicable securities regulators and consents to the disclosure of such
information to the public through (i) the filing of a report of trade with all
applicable securities regulators and (ii) the filing of this Agreement on SEDAR
and EDGAR; and 

(d)     The Sellers acknowledge that the
Energy Fuels Shares will be issued to the Sellers on a “private placement” basis
in Canada and that (i) no securities commission or similar regulatory authority
has reviewed or passed on the merits of the Energy Fuels Shares, (ii) it has not
been provided with an offering memorandum (as defined in any applicable Canadian
securities laws) or any similar document in connection with the issuance of the
Energy Fuels Shares, and (iii) it is purchasing the Energy Fuels Shares for
investment only, and not with a view to resale or distribution.

(e)     The Sellers acknowledge that the
Energy Fuels Shares have not been and will not be registered under the
Securities Act), or applicable state securities laws, and the Energy Fuels
Shares are being offered and sold to the Sellers in reliance upon Rule 506(b) of
Regulation D and/or Section 4(a)(2) under the Securities Act. 

(f)     Each Seller is an Accredited
Investor as defined in Rule 501(a) of Regulation D under the Securities Act.


(g)     The Sellers acknowledge that they
are not acquiring the Energy Fuels Shares as a result of “general solicitation”
or “general advertising” (as such terms are used in Regulation D under the
Securities Act), including without limitation, advertisements, articles, notices
or other communications published in any newspaper, magazine or similar media or
on the internet, or broadcast over radio or television or on the internet, or
any seminar or meeting whose attendees have been invited by general solicitation
or general advertising. 

(h)     The Sellers acknowledge that the
Energy Fuels Shares are “restricted securities”, as such term is defined under
Rule 144 of the Securities Act, and may not be offered, sold, pledged, or otherwise transferred, directly or
indirectly, without prior registration under the Securities Act and applicable
state securities laws, and each Seller agrees that if it decides to offer, sell,
pledge or otherwise transfer, directly or indirectly, any of the Energy Fuels
Shares absent such registration, it will not offer, sell, pledge or otherwise
transfer, directly or indirectly, any of the Energy Fuels Shares, except; 

-15- 




(i)     to EFI; or 

(ii)     outside the United States in an
“offshore transaction” in compliance with the requirements of Rule 904 of
Regulation S under the 1933 Act, if available, and in compliance with applicable
local laws and regulations; or 

(iii)     in compliance with an exemption
from registration under the 1933 Act provided by (a) Rule 144 or (b) Rule 144A
thereunder, if available, and in accordance with any applicable state securities
or “Blue Sky” laws; or 

(iv)     in a transaction that does not
require registration under the Securities Act or any applicable state securities
laws; 

(v)     and, in the case of subparagraph
(iii)(a) or (iv), it has furnished to EFI an opinion of counsel of recognized
standing in form and substance satisfactory to EFI to such effect. 

(i)     The Sellers acknowledge that the
certificates representing the Energy Fuels Shares shall bear a legend in the
following form: 

	 	
      “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL
      NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS
      AMENDED (THE “U.S. SECURITIES ACT”). THESE SECURITIES MAY BE OFFERED,
      SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO ENERGY FUELS INC., (B)
      IF THE SECURITIES HAVE BEEN REGISTERED IN COMPLIANCE WITH THE REGISTRATION
      REQUIREMENTS UNDER THE U.S. SECURITIES ACT AND IN ACCORDANCE WITH
      APPLICABLE STATE SECURITIES LAWS (C) IN COMPLIANCE WITH THE EXEMPTION FROM
      THE REGISTRATION REQUIREMENTS UNDER THE U.S. SECURITIES ACT IN ACCORDANCE
      WITH RULE 144 THEREUNDER, IF APPLICABLE, AND IN ACCORDANCE WITH APPLICABLE
      STATE SECURITIES LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE
      REGISTRATION UNDER THE U.S. SECURITIES ACT OR ANY APPLICABLE STATE LAWS
      AND REGULATIONS GOVERNING THE OFFER AND SALE OF SECURITIES, AND THE HOLDER
      HAS, PRIOR TO SUCH SALE, FURNISHED TO ENERGY FUELS INC. AN OPINION OF
      COUNSEL OF RECOGNIZED STANDING, OR OTHER EVIDENCE OF EXEMPTION, REASONABLY SATISFACTORY TO ENERGY FUELS INC. HEDGING
TRANSACTIONS INVOLVING THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED
UNLESS IN COMPLIANCE WITH U.S. SECURITIES LAWS.” 
	 


-16- 




	 	And if the certificates representing the Energy Fuels
      Shares have been held for a period of at least six months and if Rule 144
      under the Securities Act is applicable (there being no representations by
      the EFI Parties that Rule 144 is applicable), and subject to the
      restrictions set forth the Section 5.08 hereof, the Sellers may make sales
      of the Energy Fuels Shares only under the terms and conditions prescribed
      by Rule 144 of the Securities Act or other exemptions therefrom, and if
      requested by the Sellers, EFI shall use its commercially reasonable
      efforts to cause its transfer agent to remove the restrictive legend set
      forth above and provide the Sellers with one or more certificates for the
      Energy Fuels Shares as instructed by the Sellers free from any restrictive
      legends. 


Section 3.27 Accurate Information Disclosed. To the
Sellers’ knowledge, all information disclosed to the EFI Parties by or on behalf
of the Sellers regarding the Acquired Companies, the Mesteña Assets and the
Project, is true and correct in all material respects and does not contain any
untrue statement of a material fact or omit any material fact necessary in order
to make the statements made therein, in light of the circumstances under which
they were made, not misleading. 

Section 3.28 Brokers. Except as set forth on Schedule
3.28, no broker, finder, investment banker or other agent is entitled to any
brokerage, finder’s or other fee or commission in connection with the
transactions contemplated by this Agreement based upon arrangements made by or
on behalf of any of the Sellers or the Acquired Companies. The Sellers shall be
solely responsible for payment of any such fee or commission, and the EFI
Parties shall have no direct or indirect responsibility or liability for any
such fee or commission. 

ARTICLE IV. 
REPRESENTATIONS AND WARRANTIES
OF THE EFI PARTIES 

Except to the extent one or more of the following
representations and warranties are expressly limited to one of the EFI Parties,
the EFI Parties, jointly and severally, represent and warrant to the Sellers the
following: Section 

4.01 Existence and Qualification. EFI is a
  corporation, validly existing and in good standing under the laws of the
  Province of Ontario, Canada. The Purchaser is a corporation, validly existing
  and in good standing under the Laws of the State of Delaware and is duly
  qualified to do business in the State of Texas. 

Section 4.02 Power. Each EFI Party has the requisite
power and authority to execute and deliver this Agreement and the Ancillary
Documents and to consummate the transactions contemplated hereby and thereby,
and the execution and delivery of this Agreement and the Ancillary Documents by each EFI Party and the consummation of
the transactions contemplated hereby and thereby have been duly authorized. 

-17- 




Section 4.03 Authorization and Enforceability. The
execution, delivery and performance of this Agreement and each Ancillary
Document required to be executed and delivered by each EFI Party at Closing, and
the performance of the transactions contemplated hereby and thereby, have been
duly and validly authorized by all necessary corporate action on the part of
each EFI Party. This Agreement has been duly executed and delivered by each EFI
Party (and all Ancillary Documents required hereunder to be executed and
delivered by each applicable EFI Party at Closing will be duly executed and
delivered by each applicable EFI Party) and this Agreement constitutes, and at
the Closing such Ancillary Documents will constitute, the valid and binding
obligations of each EFI Party, enforceable in accordance with their terms. 

Section 4.04 No Conflicts. The execution, delivery and
performance of this Agreement and each Ancillary Document required to be
executed and delivered by each EFI Party at Closing, and the performance of the
transactions contemplated hereby and thereby, will not (a) violate any provision
of the organizational documents of either EFI Party, (b) result in default (with
due notice or lapse of time or both) or the creation of any Encumbrance or give
rise to any right of termination, cancellation or acceleration under any of the
terms, conditions or provisions of any note, bond, mortgage, indenture, license
or agreement to which either EFI Party is a party or which affects the Energy
Fuels Shares, or (c) violate any judgment, order, ruling or regulation
applicable to any EFI Party as a party in interest.

Section 4.05 Litigation. There are no actions, claims,
suits, demands or proceedings pending, or, to the knowledge of the EFI Parties,
being contemplated or threatened in writing by a Person, before any Governmental
Authority, arbitrator or mediator to which either EFI Party is a party which
would impair the EFI Parties’ ability to perform their obligations under this
Agreement or any Ancillary Document required to be executed and delivered by one
or more of the EFI Parties at Closing. 

Section 4.06 Consents and Preferential Purchase Rights.
None of the Energy Fuels Shares is subject to any preferential right to purchase
or requires the consent of a Third Party or an Affiliate which may be applicable
to the transactions contemplated by this Agreement. 

Section 4.07 Consents, Approvals or Waivers. Except as
set forth on Schedule 4.07, each EFI Party’s execution, delivery and
performance of this Agreement (and any Ancillary Document required to be
executed and delivered by the EFI Parties at Closing) is not and will not be
subject to any consent, approval or waiver from any Governmental Authority or
Person.

Section 4.08 EFI Securities Matters. As of the Closing,
the Energy Fuels Shares will be validly issued, fully paid and outstanding.

Section 4.09 EFI Public Filings. As of the Closing,

(a)     EFI has timely filed with or
furnished to the U.S. Securities Exchange Commission (“SEC”), and
has heretofore made available to Sellers true and complete copies of, each form,
registration statement, report, schedule, proxy or information statement and
other document (including exhibits and amendments thereto), required to be filed, furnished or submitted by it with the SEC or mailed
to its shareholders pursuant to the Securities Act, the Exchange Act or rules
promulgated thereunder since January 1, 2014 (collectively, the “EFI SEC
Reports”). As of their respective dates (or, if any EFI SEC Reports were
amended, as of the date such amendment was filed with the SEC), each EFI SEC
Report, including any financial statements or schedules included therein and as
amended, if amended, (i) complied in all material respects with all applicable
requirements of the Securities Act and the Exchange Act, as the case may be, and
the applicable rules promulgated thereunder and (ii) did not contain any untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading.

-18- 




(b)     Copies of EFI’s prospectuses,
financial statements, management discussion & analysis, annual information
forms, management information circulars, material change reports and other
public disclosure documents (including exhibits and amendments thereto, and
documents incorporated by reference therein) filed with or furnished to the
securities regulatory authorities in the Provinces of Canada in which EFI is a
“reporting issuer” or equivalent (“Canadian Securities Regulatory
Authorities”) since January 1, 2014 (collectively, the “EFI SEDAR
Reports”) are available online through SEDAR. EFI has timely filed each
of the EFI SEDAR Reports required to be filed or submitted by it or mailed to
its shareholders pursuant to the applicable securities legislation (including
any rules and regulation promulgated thereunder) of each of the Provinces of
Canada in which EFI is a “reporting issuer” or equivalent. As of their
respective dates (or, if any EFI SEDAR Reports were amended, as of the date such
amendment was filed on SEDAR), each EFI SEDAR Report, including any financial
statements or schedules included therein, (i) complied in all material respects
with all applicable requirements of such applicable securities legislation and
(ii) did not contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading 

ARTICLE V. 
COVENANTS OF THE PARTIES 

Section 5.01 Access to Records. Between the Execution
Date and the Closing Date, the Sellers and their Affiliates shall give the EFI
Parties and their Representatives reasonable access to the Records pertaining to
the Acquired Companies and the Mesteña Assets and the right to copy, at the EFI
Parties’ sole cost and expense, such Records, for the purpose of conducting a
confirmatory review of the Acquired Companies and the Mesteña Assets. The
Sellers and their Affiliates shall cooperate with the EFI Parties and their
Representatives in their efforts to obtain such additional information relating
to the Acquired Companies and the Mesteña Assets as the EFI Parties or their
Representatives may reasonably request.

Section 5.02 Government Reviews. In a timely manner, the
Sellers, the Acquired Companies and the EFI Parties shall (a) make all required
filings, prepare all required applications and conduct negotiations with each
Governmental Authority as to which such filings, applications or negotiations
are necessary or appropriate for the consummation of the transactions
contemplated hereby and (b) provide such information as each Party may
reasonably request to make such filings, prepare such applications and conduct
such negotiations. To the extent necessary, each Party shall reasonably
cooperate with and assist the other Parties in pursuing such filings,
applications and negotiations. Each Party shall be responsible for and shall
make any governmental filings required to be made by such Party to consummate
the transactions contemplated by this Agreement and the Ancillary Documents.

-19- 




Section 5.03 Public Announcements; Confidentiality. 

(a)     The Sellers understand and agree
that EFI will make a public announcement concerning the execution of this
Agreement and the transactions contemplated hereunder immediately following the
Execution Date, and the Sellers shall not object to such announcement being
made; provided, however, EFI shall consult with the Sellers regarding the
contents of such public announcement prior to its issuance. Otherwise, no Party
shall make any other public announcement regarding the existence of this
Agreement, the contents hereof or the transactions contemplated hereby without
the prior written consent of the other Party, except that the foregoing shall
not restrict disclosures to the extent (i) necessary for a Party to perform this
Agreement (including disclosures to Governmental Authorities or Third Parties
holding preferential rights to purchase, rights of consent or other rights that
may be applicable to the transactions contemplated by this Agreement, as
reasonably necessary to provide notices, seek waivers, amendments or termination
of such rights, or seek such consents) or (ii) required by applicable securities
or other Laws or regulations or the applicable rules of any stock exchange
having jurisdiction over any of the Parties or their respective Affiliates;
provided, that, in each case, each Party shall consult with the other
Party regarding the contents of any disclosure regarding the execution of this
Agreement or the Closing of the transactions contemplated hereby prior to making
such disclosure, and that each Party shall use its reasonable efforts to consult
with the other Parties regarding the contents of any other disclosure. 

(b)     Except as required by Law or the
applicable rules of any stock exchange having jurisdiction over any of the
Parties or their respective Affiliates, the Parties shall be bound by the terms,
conditions and obligations set forth in the Confidentiality Agreement, the terms
of which shall be deemed to be incorporated by reference into this Agreement.
Each Party hereto hereby agrees to be bound by the terms and provisions of the
Confidentiality Agreement as though it were a “Party” to the Confidentiality
Agreement.

Section 5.04 Operation of Business; Pre-Closing Holding
Costs; Insurance Premium Loans. 

(a) From the Execution Date until the
  Closing Date, the Sellers and the Acquired Companies shall: 

(i)     conduct any business related to the
Acquired Companies and the Mesteña Assets in the ordinary course consistent with
their recent activities and prudent industry practice and in compliance with all
Laws and shall use commercially reasonable efforts to preserve intact the
Acquired Companies’ business organizations and goodwill, including, keeping
available the services of the Acquired Companies’ officers, employees and
consultants and maintaining reasonably satisfactory relationships with vendors,
customers and others having business relationships with the Acquired Companies,
subject to the terms of this Agreement; 

-20- 




(ii)     not commit to any new operation on
or involving the Mesteña Assets, or incur any contractual obligation or
Liability in respect of the Acquired Companies or the Mesteña Assets, requiring
future capital expenditures in excess of $10,000; 

(iii)    maintain insurance coverage for
the Acquired Companies and on the Mesteña Assets in the amounts and of the types
presently in force; 

(iv)    maintain all Permits, approvals, bonds
and guaranties affecting the Mesteña Assets, and make all filings that the
Acquired Companies or their Affiliates are required to make under applicable Law
with respect to such Mesteña Assets; 

(v)     not transfer, sell, hypothecate,
encumber or otherwise dispose of any interest in the Acquired Companies or
portion of the Mesteña Assets; 

(vi)    not create any lien, security interest
or other Encumbrance with respect to the Acquired Companies or the Mesteña
Assets, nor (i) enter into any agreement for the sale, disposition or
encumbrance of any interest in the Acquired Companies or portion of the Mesteña
Assets, nor (ii) dedicate, sell, encumber or dispose of any Minerals produced
from the Mesteña Assets, if any; 

(vii)    not issue any equity or equity-like
securities, or securities convertible into or exchangeable or exercisable for
equity or equity-like securities, or grant any preferential right or other right
to purchase or agree to require the consent of any Person not otherwise required
to consent to the transfer and conveyance of the Acquired Companies to the
Purchaser; 

(viii)    not voluntarily abandon any of the
Mesteña Assets other than as required pursuant to applicable Law; 

(ix)     not (1) incur or assume any
Indebtedness except Indebtedness incurred in the ordinary course of business and
consistent with past practice and in no event exceeding $10,000 in the
aggregate, (2) modify the terms of any Indebtedness, (3) assume, guarantee,
endorse or otherwise become liable or responsible (whether directly,
contingently or otherwise) for the obligations of any other Person, except in
the ordinary course of business and consistent with past practice and in no
event exceeding $10,000 in the aggregate, or (4) make any loans, advances or
capital contributions to, or investments in, any other Person (other than
short-term investments of cash in the ordinary course of business); 

-21- 




(x)     not increase the compensation
payable or to become payable or the benefits provided to the Acquired Companies’
directors, managers, officers or employees; 

(xi)     not grant, or change, any
severance or termination pay, other than with respect to employment agreements
entered into with new employees in the ordinary course of business and
consistent with past practice; 

(xii)     not take any action that would
result in the breach of any representation and warranty of Sellers hereunder
(except for representations and warranties made as of a specific date) such that
the EFI Parties would have the right to terminate this Agreement; and

(xiii)    not enter into any agreement with
respect to any of the foregoing.

Any requests for approval of any action restricted by this
Section 5.04(a) shall be delivered to the EFI Parties in accordance with the
notice provisions of Section 11.02. The EFI Parties’ approval of any action
restricted by this Section 5.04(a) shall be considered granted within ten (10)
days (unless a shorter time is reasonably required by the circumstances and such
shorter time is specified in the notice to the EFI Parties) after the notice to
the EFI Parties requesting such consent unless the EFI Parties provide notice to
the contrary during that period. In the event of an emergency, the Sellers and
Acquired Companies may take such action as a reasonably prudent Person would
take and shall notify the EFI Parties of such action promptly thereafter. 

(b)     Upon completion of the Closing
hereunder, the EFI Parties agree to reimburse the Sellers for all necessary and
reasonable costs that the Sellers incur to hold and maintain the Mesteña Assets
and the business operations of the Acquired Companies in accordance with the
limitations and requirements of Section 5.04(a) for the period of time between
the Effective Date and the Closing Date. However, the Sellers shall retain full
responsibility for any costs incurred by the Sellers or the Acquired Companies
on or before the Closing Date in violation of any limitations or requirements of
Section 5.04(a). In addition, the reimbursement under this section shall not
apply to any costs for which the Sellers are otherwise expressly responsible
under this Agreement, including but not limited to costs under Section 6.01(k)
and Section 11.03. Within thirty (30) days after the Closing Date, the Sellers
shall deliver to the EFI Parties an itemized invoice of costs eligible for
reimbursement under this section. The invoice shall include copies of
timesheets, billing statements, vendor invoices, receipts and other
documentation necessary to substantiate each cost item. The EFI Parties shall
pay the Sellers’ invoice within thirty (30) days of receipt by wire transfer to
an account designated by the Sellers. If the EFI Parties object to all or any
portion of the Sellers’ invoice, they shall as soon as reasonably possible
notify the Sellers of the objection. In such case, the EFI Parties shall be
entitled to withhold payment of any amounts in dispute pending resolution of the
matter between the Parties, but shall effect payment of any amounts not in
dispute.

(c)     To the extent that any portion of
the outstanding balance on the Effective Date hereof under First Insurance
Funding Quote No. 5326947 and First Insurance Funding Quote No. 5983010, each identified in Schedule 3.10,
relates to insurance coverage provided prior to the Effective Date hereof, such
portion will be for the account of the Sellers. To the extent that such
outstanding balance relates to insurance coverage provided after the Effective
Date hereof, such amount will be for the account of the EFI Parties. Any amounts
payable by the Sellers under this Section 5.04(c) may be applied to the total
costs invoiced by the Sellers under Section 5.04(b) or may be settled under a
statement of adjustments at the Closing.

-22- 




Section 5.05 Bonds, Letters of Credit and Guaranties.
The Acquired Companies currently satisfy all financial assurance obligations
relating to the Project through (i) cash collateral totaling approximately $4.4
million and (ii) an irrevocable standby letter of credit totaling approximately
$6.5 million. At the Closing, the Acquired Companies shall retain the cash
collateral but not the irrevocable standby letter of credit. On or before the
Closing, the Purchaser shall obtain, or cause to be obtained in the name of the
Acquired Companies, a replacement for the irrevocable standby letter of credit
to the extent such replacement is necessary to permit the cancellation of the
irrevocable standby letter of credit.

Section 5.06 Financial Statements. Each Party
acknowledges that the other Party or its Affiliates may be required to include
(either directly or through incorporation by reference, or both) statements of
revenues and direct operating expenses and other financial information relating
to the transactions contemplated by this Agreement in a prospectus, a prospectus
supplement or registration statement, as applicable, and that such financial
statements may be required to be audited. 

Section 5.07 Non-Solicitation and Acquisition Proposals.


(a)     Each of the Sellers agrees that
neither it nor any of the Acquired Companies nor any of the Sellers’ or Acquired
Companies’ respective Affiliates or Representatives shall, and the Sellers shall
cause the Acquired Companies and the Sellers’ and Acquired Companies’ respective
Affiliates and Representatives not to: 

(i)     solicit, assist, initiate,
knowingly encourage or facilitate (including by way of discussion (other than to
state they are not permitted to have discussions)), negotiate, furnish
information, permit any visit to any facilities or properties of the Acquired
Companies, or enter into any form of written or oral agreement, arrangement or
understanding with respect to any inquiries, proposals or offers regarding, or
that may reasonably be expected to lead to, any Acquisition Proposal; 

(ii)     engage or participate in any
discussions (other than to state they are not permitted to have discussions) or
negotiations regarding, or provide any information with respect to or otherwise
cooperate in any way with any person (other than the EFI Parties and their
Representatives) regarding any Acquisition Proposal or Potential Acquisition
Proposal (defined below);

-23- 




(iii)     accept or enter into, or publicly
propose to accept or enter into, any letter of intent, agreement in principle,
agreement, arrangement or undertaking related to any Acquisition Proposal; or


(iv)     release any person from or waive
or otherwise forebear in the enforcement of any confidentiality or standstill
agreement or any other agreement with such person that would facilitate the
making or implementation of any Acquisition Proposal. 

(b)     The Sellers shall, and shall cause
the Acquired Companies and the Sellers’ and Acquired Companies’ respective
Affiliates and Representatives to, immediately cease and cause to be terminated
any existing solicitation, discussion, negotiation, encouragement or activity
with any Person (other than the EFI Parties or any of their Representatives) by
Sellers, the Acquired Companies or any of their respective Affiliates or
Representatives with respect to any Acquisition Proposal or any Potential
Acquisition Proposal. Sellers and the Acquired Companies and their respective
Affiliates and Seller Representatives shall immediately cease providing any
Person (other than the EFI Parties or any of their Representatives) with access
to information concerning the Acquired Companies or the Mesteña Assets in
respect of any Acquisition Proposal or any Potential Acquisition Proposal, and
request the return or destruction of all confidential information provided to
any Person (other than the EFI Parties or any of their Representatives) that has
entered into a confidentiality agreement with any of the Sellers or Acquired
Companies relating to any Acquisition Proposal or Potential Acquisition Proposal
to the extent provided for in such confidentiality agreement and shall use all
commercially reasonable efforts to ensure that such requests are honored. 

(c)     The Sellers shall ensure that the
Acquired Companies and the Sellers’ and Acquired Companies’ respective
Affiliates and Representatives are aware of the prohibitions in this Section
5.07 and shall be responsible for any breach of this Section 5.07 by any such
Persons. 

(d)    The Sellers shall, and shall cause the
Acquired Companies to, promptly (and in any event within 24 hours) notify the
EFI Parties, at first orally and then in writing, of any proposal, inquiry,
offer or request received by any of the Sellers or Acquired Companies or their
respective Affiliates or Representatives: (i) relating to an Acquisition
Proposal or a potential Acquisition Proposal or inquiry that could reasonably
lead or be expected to lead to an Acquisition Proposal (a “Potential
Acquisition Proposal”); (ii) for discussions or negotiations in respect
of an Acquisition Proposal or Potential Acquisition Proposal; or (iii) for
non-public information relating to the Acquired Companies or any of their
respective Affiliates or the Mesteña Assets, or access to properties, books and
records or a list of shareholders or members of any of the Acquired Companies.
Such notice shall include the identity of the person making such proposal,
inquiry, offer or request and a description of the terms and conditions thereof,
and the Sellers and the Acquired Companies shall provide a copy of any
Acquisition Proposal and all written communications with such person and such
details of the proposal, inquiry, offer or request that the EFI Parties may
reasonably request. The Sellers and the Acquired Companies shall keep the EFI
Parties promptly and fully informed of the status, including any change to the material
terms, of such proposal, inquiry, offer or request and shall respond promptly to
all inquiries by the EFI Parties with respect thereto. 

-24- 




Section 5.08 Sales of Energy Fuels Shares.

(a)     The Sellers agree that, subject to
Rule 144 being available, any sales of Energy Fuels Shares by the Sellers after
Closing shall be restricted to the following schedule: 

	 	(i) 	
      25% of the Energy Fuels Shares will be available for sale
      180 days after issuance;

	 	 	 
	 	(ii) 	
      an additional 25% of the Energy Fuels Shares will be
      available for sale 270 days after issuance;

	 	 	 
	 	(iii) 	
      an additional 25% of the Energy Fuels Shares will be
      available for sale 360 days after issuance; and

	 	 	 
	 	(iv) 	
      an additional 25% of the Energy Fuels Shares will be
      available for sale 450 days after issuance;



(b)     The total number of Energy Fuels
Shares sold by the Sellers during any one trading day shall not exceed 50,000;
and 

(c)     At the Sellers’ written request,
EFI may, in its sole discretion, taking into consideration market conditions at
the time, permit the Sellers to sell Energy Fuels Shares from time to time on a
more expedited schedule than the schedule set out in paragraphs (a)(ii) – (iv)
and (b) above. 

Section 5.09 Further Assurances. After the Closing, the
Parties agree to take such further actions and to execute, acknowledge and
deliver all such further documents as are reasonably requested by the other
Party for carrying out the purposes of this Agreement or of any Ancillary
Document delivered pursuant to this Agreement. 

Section 5.10 The Mesteña Name. The EFI Parties agree
that all rights to the “Mesteña” company name shall be retained by the Sellers.
To that end, the EFI Parties shall cause Mesteña Uranium, L.L.C. to change its
name promptly after the Closing. The Sellers agree that the EFI Parties may use
or include the name “Alta Mesa” or “Leoncito” in any new name selected for
Mesteña Uranium, L.L.C. or any other Affiliate of Mesteña Uranium, L.L.C.
after the Closing. 

Section 5.11 Post-Closing Payment for Slurry. The Mesteña Assets
include an inventory of yellowcake slurry stored at the Leoncito Plant
processing facility. On the basis that the slurry contains at least 6,500 dry
lbs. of uranium oxide (U3O8) (as the Sellers have indicated), the EFI Parties
agree to pay the Sellers $177,000.00 for the slurry inventory; provided,
however, if and to the extent the slurry contains less than 6,500 dry lbs.
of uranium oxide, the EFI Parties agree to pay a proportionately reduced sum for
the slurry inventory based on the actual number of dry lbs. of U3O8 contained in the slurry. Any such
payment shall be paid to an account designated by the Sellers within 30 days
after the slurry has been processed and its mineral content measured.

-25- 





ARTICLE VI. 
CONDITIONS TO CLOSING 

Section 6.01      EFI Parties’
Conditions to Closing.      The obligations of
the EFI Parties to consummate the transactions contemplated by this Agreement
are subject to the satisfaction (or waiver by the EFI Parties) of each of the
following conditions precedent on or before the Closing: 

(a)      Representations
and Warranties. The representations and warranties of each Seller set forth
in Article III that are qualified as to materiality or words of similar
import shall be true and correct in all respects, and those not so qualified
shall be true and correct in all material respects, in each case, as of the
Execution Date and as of the Closing Date as though made on and as of the
Closing Date, except for those representations and warranties that are made only
as of a specific date, which representations and warranties shall have been true
and correct in all material respects or true and correct in all respects, as the
case may be, as of such specified date; 

(b)      Performance.
Each Seller shall have performed and observed, in all material respects, all
covenants and agreements to be performed or observed by it under this Agreement
on or before the Closing Date; 

(c)      No
Action. No injunction, order or award restraining, enjoining or otherwise
prohibiting the consummation of the transactions contemplated by this Agreement
or any Ancillary Document, or awarding damages in connection therewith, shall
have been issued and remain in force, and no suit, action or other proceeding by
any Person seeking to restrain, enjoin or otherwise prohibit the consummation of
the transactions contemplated by this Agreement or any Ancillary Document, or
seeking damages in connection therewith, shall be pending before any
Governmental Authority or arbitrator; 

(d)      Governmental
Consents. All consents and approvals of any Governmental Authority and stock
exchange required for the issuance of the Energy Fuels Shares to the Sellers as
contemplated by this Agreement shall have been granted. Further, all consents
and approvals of any Governmental Authority required for the transfer of the
Acquired Companies from the Sellers to the Purchaser and any related or
resulting changes of control of any of the Mesteña Assets as contemplated by
this Agreement, including the consents and approvals listed on Schedule
3.20, except consents and approvals by Governmental Authorities that are
customarily obtained after closing, shall have been granted, or the necessary
waiting period shall have expired, or early termination of the waiting period
shall have been granted by the applicable Governmental Authority; 

(e)      Third-Party
Consents. The Sellers shall have obtained all Required Consents and shall
have delivered or caused to be delivered to the EFI Parties satisfactory
documentation or other evidence thereof; 

-26- 




(f)      Amendments
to Uranium Lease, Uranium Option, Surface Use Agreements, and Term
Conveyances. The Sellers shall have obtained the fully executed and
delivered amended Uranium Lease, amended Uranium Option and amended Surface Use
Agreements, substantially in the forms set out in Exhibits 2, 3 and 4,
respectively; further, the Sellers shall have obtained fully executed and
delivered amended Term Conveyances, amended in form and substance acceptable to
the EFI Parties in their sole discretion, providing for the continuation of all
rights, titles and interests of Mesteña Unproven, Ltd. and Jones Ranch Minerals
Unproven, Ltd. in and to all Minerals in, on and under all of the lands subject
to mineral exploration and development activities under the Uranium Lease and
the Uranium Option for so long as the Grantee under the amended Uranium Option
has the right to acquire a Uranium Mining Lease covering all or any portion of
the optioned lands; 

(g)      CFIUS
Approval. CFIUS approval shall have been obtained; 

(h)      Sellers’
Closing Deliveries. The Sellers shall have delivered, or caused to be
delivered, to the EFI Parties the documents listed in Section 7.03; 

(i)     
Cash Collateral and Zero Working Capital Balance. As at the time of
Closing: 

	 	(i) 	
      the Acquired Companies shall have an amount equal to
      approximately $4.4 million in deposit or trust as cash collateral for the
      reclamation obligations relating to the Mesteña Assets as described under
      Section 3.18(b); and

	 	 	 
	 	(ii) 	
      the Acquired Companies shall have a zero working capital
      balance; and



(j)      EFI
Board Approval. This Agreement and the transactions contemplated hereby
shall have been duly approved by the Board of Directors of EFI.

(k)      Title
Due Diligence. The EFI Parties shall have completed due diligence to their
satisfaction regarding title to all “Leased Substances” and “Leased Premises”
under the Uranium Lease, all “Subject Minerals” and “Premises” under the Uranium
Option, and all “Property” under the Surface Use Agreements and shall have found
no material defects or deficiencies relating to title (other than defects or
deficiencies which the Sellers agree to resolve or cure, at their own cost, in a
manner and within a timeframe reasonably acceptable to the EFI Parties). 

(l)      Termination
of JUX Agreement. The Sellers shall have caused Leoncito Project, L.L.C. to
terminate that certain Uranium Exploration, Development and Processing Agreement
by and between Juneau Uranium Exploration, L.L.C. and Leoncito Project, L.L.C.
dated June 8, 2012 (as partially released down to PAA-7 on January 9, 2013) and
any other related agreements (collectively the “JUX Agreement”), and shall have
obtained from Juneau Uranium Exploration, L.L.C. (i) a full release and waiver
by Juneau Uranium Exploration, L.L.C. of any and all further or remaining
rights, interests and claims under the JUX Agreement; and (ii) a duly executed
agreement by Juneau Uranium Exploration, L.L.C. containing representations,
acknowledgments and covenants substantively equivalent to those of the Sellers
under Section 3.26 and Section 5.08 hereof in respect of the issuance of Energy
Fuels Shares to Juneau Uranium Exploration, L.L.C. under Section 2.02(b).

-27- 




Section 6.02      Sellers’
Conditions to Closing.      The obligations of
the Sellers to consummate the transactions contemplated by this Agreement are
subject to the satisfaction (or waiver by the Sellers) of each of the following
conditions precedent on or before the Closing: 

(a)      Representations
  and Warranties. The representations and warranties of each EFI Party set
  forth in Article IV that are qualified as to materiality or words of
  similar import shall be true and correct in all respects, and those not so
  qualified shall be true and correct in all material respects, in each case, as
  of the Execution Date and as of the Closing Date as though made on and as of the
  Closing Date, except for those representations and warranties that are made only
  as of a specific date, which representations and warranties shall have been true
  and correct in all material respects or true and correct in all respects, as the
case may be, as of such specified date; 

(b)      Performance.
Each EFI Party shall have performed and observed, in all material respects, all
covenants and agreements to be performed or observed by it under this Agreement
on or before the Closing Date; 

(c)      No
Action. No injunction, order or award restraining, enjoining or otherwise
prohibiting the consummation of the transactions contemplated by this Agreement
or any Ancillary Document, or awarding damages in connection therewith, shall
have been issued and remain in force, and no suit, action or other proceeding by
any Person seeking to restrain, enjoin or otherwise prohibit the consummation of
the transactions contemplated by this Agreement or any Ancillary Document, or
seeking damages in connection therewith, shall be pending before any
Governmental Authority or arbitrator; 

(d)      Governmental
Consents. All consents and approvals of any Governmental Authority or stock
exchange required for the issuance of the Energy Fuels Shares to the Sellers as
contemplated by this Agreement shall have been granted; 

(e)      Third
Party Consents. The EFI Parties shall have obtained the approval of any
Person whose consent is required in order to complete the transactions
contemplated hereby, and the EFI Parties shall have delivered or caused to be
delivered to the Sellers satisfactory documentation or other evidence of the
approvals required under this paragraph; 

(f)      Replacement
of Irrevocable Standby Letter of Credit. The Purchaser shall have arranged
for a replacement for the irrevocable standby letter of credit that partially
secures the reclamation obligations of the Acquired Companies relating to the
Mesteña Assets (as described under Section 3.18(b)) and shall have arranged for
the existing irrevocable standby letter of credit to be returned to the Sellers
for cancellation at the time of Closing;

-28- 




(g)      Listing
of Energy Fuels Shares. The Energy Fuels Shares to be issued at the Closing
pursuant to Section 2.02(a) and Section 2.02(b) shall have been approved (or
conditionally approved, as applicable) for listing on the NYSE MKT and the TSX,
subject to official notice of issuance or customary conditions; 

(h)      EFI
Parties Closing Deliveries. The EFI Parties shall have delivered, or caused
to be delivered, to the Sellers the documents listed in Section 7.02 hereof; and


(i)      Sellers’
Director/Manager Approval. This Agreement and the transactions contemplated
hereby shall have been duly approved by the Boards of Directors and/or Managing
Partners (or equivalent governing bodies, as applicable) of the Sellers.

Section 6.03      Frustration
of Closing Conditions.      No Party may rely,
either as a basis for not consummating the transactions contemplated by this
Agreement or for terminating this Agreement and abandoning the transactions
contemplated hereby, on the failure of any condition set forth in Section 6.01
or Section 6.02, as the case may be, to be satisfied if such failure was caused
by such Party’s breach of any provision of this Agreement. 

ARTICLE VII. 
CLOSING 

Section 7.01      Time and
Place of the Closing.      Consummation of the
purchase and sale transaction as contemplated by this Agreement (the
“Closing”) shall, unless otherwise agreed to in writing by the
Parties, take place by conference call and electronic transfer of signature
pages and deliverables on or before May 4, 2016, or if all conditions in
Article VI to be satisfied on or before the Closing have not yet been
satisfied or waived as of such time, then within five (5) Business Days of such
conditions having been satisfied or waived, subject, in each case, to the rights
of the Parties under Article VIII. As used herein, the “Closing
Date” shall mean the date on which the Closing actually occurs.

Section 7.02      Obligations
of the EFI Parties at the Closing.      At the
Closing, upon the terms and subject to the conditions of this Agreement, and
subject to the simultaneous performance by the Sellers of their obligations
pursuant to Section 7.03, the EFI Parties shall deliver or cause to be delivered
to the Sellers the following: 

(a)      certificate(s)
issued in the name of the Sellers (as specified in Section 2.02(a)(i), (ii) and
(iii)) representing in the aggregate the Energy Fuels Shares to be issued to the
Sellers pursuant to Section 2.02(a), and certificate(s) issued in the name of
Juneau Uranium Exploration, L.L.C. representing in the aggregate the Energy
Fuels Shares to be issued to Juneau Uranium Exploration, L.L.C. pursuant to
Section 2.02(b); 

(b)      certificates
executed by an authorized officer of each EFI Party, dated as of the Closing
Date, certifying on behalf of each EFI Party that the conditions set forth in
Section 6.02(a), Section 6.02(b) and Section 6.02(c) have been fulfilled; 

(c)      an
executed statement conforming to the reasonable satisfaction of the Sellers,
meeting each of the requirements described in Treasury Regulation § 1.1445 -2(b)(2), certifying that the Purchaser is not a foreign person
within the meaning of the Code; 

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(d)      where
consents or approvals are received by the EFI Parties pursuant to Section
6.02(d), Section 6.02(e) or Section 6.02(i), copies of those approvals or
releases; 

(e)      evidence
satisfactory to the Sellers, acting reasonably, that the Purchaser has arranged
for a replacement for the irrevocable standby letter of credit (as described
under Section 3.18(b)) and that the existing irrevocable standby letter of
credit will be returned for cancellation within 30 days after Closing; and 

(f)      all
other instruments, documents and other items necessary to effectuate the terms
of this Agreement. 

Section 7.03      Obligations
of the Sellers at the Closing.      At the
Closing, upon the terms and subject to the conditions of this Agreement, and
subject to the simultaneous performance by the EFI Parties of their obligations
pursuant to Section 7.02, the Sellers shall deliver or cause to be delivered to
the EFI Parties the following: 

(a)      a
duly executed assignment of the Membership Interests in each of the Acquired
Companies in the form attached hereto as Exhibit 1; 

(b)      pursuant
to Section 6.01(f), (i) duly executed and delivered amended Uranium
Lease, Uranium Option and Surface Use Agreements substantially in the forms
attached hereto as Exhibit 2, Exhibit 3 and Exhibit 4,
respectively, and (ii) duly executed and delivered amended Term
Conveyances amended in form and substance acceptable to the EFI Parties in their
sole discretion as described in Section 6.01(f); 

(c)      evidence
satisfactory to the EFI Parties that, as at the time of Closing: 

	 	(i) 	
      the Acquired Companies have an amount equal to
      approximately $4.4 million in deposit or trust as cash collateral for the
      reclamation obligations relating to the Mesteña Assets; and

	 	 	 
	 	(ii) 	
      the Acquired Companies have a positive working capital
      balance;



(d)      duly
executed agreements by Juneau Uranium Exploration, L.L.C. as required under
Section 6.01(l); 

(e)      the
written resignation or other evidence of termination of each manager, director
and officer of the Acquired Companies (except as otherwise designated in writing
by the Purchaser) and a release of all claims against the Acquired Companies by
each such manager, director and officer, each in form and substance satisfactory
to the Purchaser, acting reasonably; 

(f)      certificates
executed by an authorized officer of each Seller, dated as of the Closing Date,
certifying on behalf of each Seller that the conditions set forth in Section
6.01(a), Section 6.01(b) and Section 6.01(c) have been fulfilled;

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(g)      where
consents, approvals or releases are received by the Sellers pursuant to Section
6.01(d), Section 6.01(e), Section 6.01(g) or Section 6.01(j), copies of those
approvals or releases; 

(h)      copies
of any books and records, minute books, Mesteña Contracts, Permits, Records and
other documents and files of the Acquired Companies that were not previously
provided to the EFI Parties; and 

(i)      all
other instruments, documents and other items necessary to effectuate the terms
of this Agreement. 

ARTICLE VIII. 
TERMINATION 

Section
8.01      Termination.      This
Agreement, and the transactions contemplated hereby, may be terminated at any
time prior to the Closing by: 

(a)      the
mutual written consent of the Parties; 

(b)      either
the EFI Parties or the Sellers, by written notice delivered to the other, if the
Closing shall not have occurred by September 30, 2016, and the failure to close
shall not be due to the inaction, unreasonableness or bad faith of the Party
seeking termination; 

(c)      by
either the EFI Parties or the Sellers, by written notice delivered to the other,
if any Governmental Authority shall have issued an order or taken any other
action permanently enjoining, restraining or otherwise prohibiting the
transactions contemplated by this Agreement, and such order or other action
shall have become final and non-appealable; provided, however, the Party
seeking to terminate this Agreement pursuant to this Section 8.01(c) shall not
have initiated such proceeding or taken any action in support of such
proceeding; 

(d)      by
the EFI Parties, by written notice to the Sellers, if (i) there has been a
breach of any representation, warranty, covenant or agreement contained in this
Agreement by a Seller, that would, individually or in the aggregate, result in a
failure of a condition set forth in Section 6.01(a) or Section 6.01(b) on any
date prior to the Closing Date (it being understood that, for purposes of this
Section 8.01(d), such date prior to the Closing Date shall be substituted for
the Closing Date in determining whether the conditions contained in Section
6.01(a) or Section 6.01(b) have been satisfied) and (ii) such breach has not
been cured within fifteen (15) days after written notice is provided to the
Sellers of such breach; provided, however, that no such cure period shall
be available or applicable to any such breach which by its nature cannot be
cured; 

(e)      by
the Sellers, by written notice to the EFI Parties, if (i) there has been a
breach of any representation, warranty, covenant or agreement contained in this
Agreement by an EFI Party that would, individually or in the aggregate, result
in a failure of a condition set forth in Section 6.02(a) or Section 6.02(b) on
any date prior to the Closing Date (it being understood that, for purposes of
this Section 8.01(e), such date prior to the Closing Date shall be substituted for the Closing
Date in determining whether the conditions contained in Section 6.02(a) or
Section 6.02(b) have been satisfied) and (ii) such breach has not been cured
within fifteen (15) days after written notice is provided to the EFI Parties of
such breach; provided, however, that no such cure period shall be
available or applicable to any such breach which by its nature cannot be cured; 

-31- 




(f)      by
the EFI Parties, if any of the conditions set forth in Section 6.01 have not
have been satisfied (or waived by the EFI Parties) by September 30, 2016, unless
such failure is due to the failure of the EFI Parties to perform or comply with
any of the covenants, agreements or conditions hereof to be performed or
complied with by them prior to the Closing; 

(g)      by
the Sellers, if any of the conditions set forth in Section 6.02 have not have
been satisfied (or waived by the Sellers) by September 30, 2016, unless such
failure is due to the failure of the Sellers to perform or comply with any of
the covenants, agreements or conditions hereof to be performed or complied with
by them prior to the Closing; 

(h)      by
the Sellers, upon immediate, nonrefundable payment to EFI of a cash break fee of
$1.0 million. 

Section 8.02      Effect of
Termination.      If this Agreement is
terminated pursuant to Section 8.01, this Agreement shall become void and of no
further force or effect, except for the provisions of Section 1.02, Section
3.28, Section 5.03, Article VIII, Article XI (other than Section 11.01 and
Section 11.03), and Appendix A, which shall survive the termination of
this Agreement and continue in full force and effect.

ARTICLE IX. 
INDEMNIFICATION 

Section
9.01      Indemnification by the
Sellers.      The Sellers covenant and agree
to indemnify and hold harmless the EFI Parties and their Affiliates and their
respective shareholders, partners, directors, officers, employees, agents,
representatives, successors and assigns (the “Purchaser Indemnified
Parties”) from and against any Damages which any of the Purchaser
Indemnified Parties may suffer or incur as a result of, or arising out of, or in
respect of, without duplication: 

(a)      any
Taxes payable, including for greater certainty any amount required to be paid,
withheld or remitted, by the Acquired Companies in respect of taxable periods
(or portions of taxable periods) ending on or before the Closing Date; 

(b)      any
material non-performance or material breach of any covenant or agreement on the
part of the Sellers contained in this Agreement; or 

(c)      any
material inaccuracy in or material breach of any representation or warranty of
the Sellers contained in this Agreement. 

Section
9.02      Indemnification by the EFI
Parties. The EFI Parties covenant and agree to indemnify and hold harmless
the Sellers and their members, directors, officers, employees, agents, representatives, successors and assigns (the
“Seller Indemnified Parties”) from and against any Damages which
any of the Seller Indemnified Parties may suffer or incur as a result of, or
arising out of, or in respect of: 

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(a)      any
material non-performance or material breach of any covenant or agreement on the
part of the EFI Parties contained in this Agreement; or 

(b)      any
material inaccuracy in or material breach of any representation or warranty of
the EFI Parties contained in this Agreement.

Section
9.03      Indemnification
Actions.      All claims for indemnification
under this Article IX shall be asserted and resolved as follows: 

(a)      Third
Party Claims. 

	 	(i) 	
      Promptly after receipt by a Person entitled to indemnity
      under Section 9.01 or Section 9.02 (an “Indemnified Party”)
      of notice of the assertion or commencement of an action, suit, claim or
      other legal proceeding made or brought against it by a Third Party (a
      “Third Party Claim”), such Indemnified Party shall promptly
      give written notice to the Person obligated to indemnify against such
      Third Party Claim (an “Indemnifying Party”) of the assertion
      or commencement of such Third Party Claim; provided, that the
      failure to timely notify the Indemnifying Party will not relieve the
      Indemnifying Party of any Liability that it may have to any Indemnified
      Party, except to the extent of actual prejudice arising from such
      failure.

	 	 	 
	 	(ii) 	
      If an Indemnified Party gives notice to the Indemnifying
      Party pursuant to Section 9.03(a)(i) of the assertion of a Third Party
      Claim, then the Indemnifying Party shall be entitled to assume the defense
      of such Third Party Claim with counsel of its choosing that is reasonably
      acceptable to the Indemnified Party (it being agreed that the Indemnifying
      Party’s counsel as of the date hereof shall be reasonably acceptable to
      the Indemnified Party); provided, however, (i) the
      Indemnifying Party shall not be entitled to assume defense of a Third
      Party Claim if the Indemnified Party has one (1) or more defenses that
      cannot be asserted by the Indemnifying Party and such inability would
      actually prejudice the Indemnified Party, (ii) the Indemnifying Party
      shall not be entitled to assume defense of a Third Party Claim if such
      claim is being brought by a Governmental Authority or seeks an injunction
      or provisional relief, and (iii) as a condition to assuming the defense of
      such Third Party Claim, the Indemnifying Party must acknowledge and agree
      in writing that each Indemnified Party will be indemnified and held
      harmless hereunder with respect to the full amount of any and all Damages
      the Indemnified Party may suffer or incur arising out of or relating to the Third Party Claim. After notice from
the Indemnifying Party to the Indemnified Party of its election to assume the
defense of such Third Party Claim, the Indemnifying Party shall not be liable to
the Indemnified Party under this Article IX for any fees of other counsel or any
other expenses with respect to the defense of such Third Party Claim. If the
Indemnifying Party assumes the defense of a Third Party Claim, then no
compromise or settlement of such Third Party Claims may be effected by the
Indemnifying Party without the Indemnified Party’s express written consent
unless (i) there is no finding or admission of any wrongdoing by the Indemnified
Party, (ii) the sole relief provided is monetary Damages that is paid in full by
the Indemnifying Party, and (iii) the claim does not relate to Taxes. If notice
is given to an Indemnifying Party of the assertion of any Third Party Claim and
the Indemnifying Party does not, within fifteen (15) Business Days after the
Indemnified Party’s notice is given, give notice to the Indemnified Party of the
Indemnifying Party’s election to assume the defense of such Third Party Claim,
then the Indemnifying Party shall be bound by any determination made in such
Third Party Claim or any compromise or settlement reasonably effected by the
Indemnified Party. 



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	 	(iii) 	
      With respect to any Third Party Claim subject to
      indemnification under this Article IX: (i) both the Indemnified
      Party and the Indemnifying Party, as the case may be, shall keep the other
      fully informed of the status of such Third Party Claim and any related
      legal actions at all stages thereof where such other person is not
      represented by its own counsel, and (ii) each Party agrees (at its own
      expense) to render to each other such assistance as a Party may reasonably
      require of another and to cooperate in good faith with each other in order
      to ensure the proper and adequate defense of any Third Party
  Claim.

	 	 	 
	 	(iv) 	
      With respect to any Third Party Claim subject to
      indemnification under this Article IX, the Parties agree to
      cooperate in such a manner as to preserve in full (to the extent possible)
      the confidentiality of all Confidential Information and the attorney-
      client and work-product privileges of the other Party. In connection
      therewith, each Party agrees that: (i) it will use its reasonable efforts,
      in respect of any Third Party Claim in which it has assumed or
      participated in the defense, to avoid production of Confidential
      Information (consistent with applicable Law and rules of procedure); and
      (ii) all communications between any Party and counsel responsible for or
      participating in the defense of any Third Party Claim shall, to the extent
      possible, be made so as to preserve any applicable attorney-client or
      work-product privilege.



-34- 




(b)      Direct
Claims. In order for an Indemnified Party to be entitled to indemnification
under this Article IX for a claim which has not arisen in respect of a
Third Party Claim (a “Direct Claim”), the Indemnified Party shall
give the Indemnifying Party prompt written notice thereof; provided,
however, the failure to give such prompt written notice shall not relieve
the Indemnifying Party of its indemnification obligations hereunder, except and
only to the extent that the Indemnifying Party forfeits rights or defenses by
reason of such failure or is otherwise materially prejudiced as a result of such
failure. Such notice by the Indemnified Party shall describe the Direct Claim in
reasonable detail, shall include copies of all material written evidence thereof
and shall indicate the estimated amount, if reasonably practicable, of Damages
that have been or may be sustained by the Indemnified Party. The Indemnifying
Party shall have 60 days after its receipt of such notice to respond in writing
to such Direct Claim. During such 60-day period, the Indemnified Party shall
allow the Indemnifying Party and its professional advisors to investigate the
matter or circumstance alleged to give rise to the Direct Claim and whether and
to what extent any amount is payable in respect of the Direct Claim, and the
Indemnified Party shall assist the Indemnifying Party’s investigation by giving
such information and assistance as the Indemnifying Party or any of its
professional advisors may reasonably request. If the Indemnifying Party does not
so respond within such 60-day period, the Indemnifying Party shall be deemed to
have rejected such claim, in which case the Indemnified Party shall be free to
pursue such remedies as may be available to the Indemnified Party on the terms
and subject to the provisions of this Agreement.

Section
9.04      Survivability; Limitation on
Actions. 

(a)      The
representations and warranties of the EFI Parties contained in this Agreement
shall survive the Closing for the benefit of the Sellers as follows: 

	 	(i) 	
      as to the representations and warranties contained in
      Section 4.01, Section 4.02, Section 4.03, and Section 4.04, indefinitely;
      and

	 	 	 
	 	(ii) 	
      as to all other representations and warranties not listed
      in Section 9.04(a)(i), until 24 months following the Closing Date, in each
      case unless a notice of a bona fide Third Party Claim shall have been
      given in writing before the expiry of that period, in which case the
      representation and warranty to which such notice applies shall survive in
      respect of that Third Party Claim until the final determination or
      settlement of that Third Party Claim.



(b)      The
covenants and agreements of the EFI Parties contained in this Agreement shall
survive the Closing for the benefit of the Sellers until the last date on which
any such covenants and agreements are performed or satisfied. 

(c)      The
representations and warranties of the Sellers contained in this Agreement shall
survive the Closing for the benefit of the Purchaser as follows: 

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	 	(i) 	
      as to the representations and warranties contained in
      Section 3.01, Section 3.02, Section 3.03, Section 3.04, Section 3.05,
      Section 3.06 and Section 3.28, indefinitely; and

	 	 	 
	 	(ii) 	
      as to all other representations and warranties not listed
      in Section 9.04(c)(i), until 24 months following the Closing Date, in each
      case unless a notice of a bona fide Third Party Claim shall have been
      given in writing before the expiry of that period, in which case the
      representation and warranty to which such notice applies shall survive in
      respect of that Third Party Claim until the final determination or
      settlement of that Third Party Claim.



(d)      The
covenants and agreements of the Sellers contained in this Agreement shall
survive the Closing for the benefit of the EFI Parties until the last date on
which any such covenants and agreements are performed or satisfied. 

(e)      The
limitations on survivability of representations and warranties under Section
9.04(a)(ii) and Section 9.04(c)(ii) and of covenants and agreements under
Section 9.04(b) and Section 9.04(d) shall not be applicable to the extent that a
Party to which the limitation applies has committed fraud or made an intentional
misrepresentation or omission in connection with this Agreement or the
transactions contemplated herein. 

(f)      In
no event shall any Indemnified Party be entitled to duplicate compensation with
respect to the same Damage or Liability under more than one provision of this
Agreement and the Ancillary Documents. 

(g)      The
Indemnified Party shall take, and cause its Affiliates and Representatives to
take, all reasonable steps to mitigate any Damages for which the Indemnifying
Party may be liable under this Article IX upon becoming aware of any event or
circumstance that would be reasonably expected to, or does, give rise
thereto.

(h)      Payments
by the Indemnifying Party in respect of any Damages shall be limited to the
amount of any liability or damage that remains after deducting therefrom any
insurance proceeds and any indemnity, contribution or other similar payment
received or reasonably expected to be received by the Indemnified Party in
respect of any such Damages. Further, Payments by the Indemnifying Party in
respect of any Damages shall be reduced by an amount equal to any Tax benefit
realized or reasonably expected to be realized as a result of such Damages by
the Indemnified Party. 

(i)      The
Sellers shall not be required to indemnify the Purchaser Indemnified Parties
under Section 9.01(c) until the aggregate amount of all Damages in respect of
indemnification under Section 9.01(c) exceeds $25,000. The aggregate amount of
all Damages for which the Sellers as a group shall be liable to the Purchaser
Indemnified Parties pursuant to Section 9.01 shall not exceed the sum of
$11,000,000.

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ARTICLE X. 
TAX MATTERS 

Section 10.01 Tax
Filings.      The Sellers shall be responsible
for filing with the appropriate Governmental Authority the applicable Tax
Returns for Taxes which are required to be filed on or before the Closing Date
and paying the Taxes reflected on such Tax Returns as due and owing. The
Purchaser shall be responsible for filing with the appropriate taxing
authorities the applicable Tax Returns for all Taxes that are required to be
filed after the Closing Date and paying the Taxes reflected on such Tax Returns
as due and owing; provided, however, that in the event that the Sellers
are required by applicable Law to file a Tax Return with respect to such Taxes
after the Closing Date which includes all or a portion of a tax period for which
the Purchaser is liable for such Taxes, following the Sellers’ request, the
Purchaser shall promptly pay to the Sellers all such Taxes allocable to the
period or portion thereof beginning at or after the Closing Date (but only to
the extent that such amounts have not already been accounted for under Section
10.02), whether such Taxes arise out of the filing of an original return or a
subsequent audit or assessment of Taxes. The Sellers shall be entitled to all
Tax credits and Tax refunds which relate to any such Taxes allocable to any tax
period, or portion thereof, ending before the Closing Date. The Purchaser shall
be entitled to all Tax Credits and Tax refunds which related to any such Taxes
allocable to any tax period, or portion thereof, ending on or after the Closing
Date. 

Section 10.02 Current Tax Period
Taxes.      Taxes assessed with respect to the
Tax period in which the Closing occurs (the “Current Tax Period”),
but excluding ad valorem, property, severance production or similar Taxes which
are based on quantity of or the value of production of Minerals, shall be
apportioned between the Purchaser and the Sellers as of the Closing Date with
(a) the Sellers being obligated to pay a proportionate share of the actual
amount of such Taxes for the Current Tax Period determined by multiplying
such actual Taxes by a fraction, the numerator of which is the number of
days in the Current Tax Period prior to the Closing Date and the denominator of
which is the total number of days in the Current Tax Period and (b) the
Purchaser being obligated to pay a proportionate share of the actual amount of
such Taxes for the Current Tax Period determined by multiplying such
actual Taxes by a fraction, the numerator of which is the number of days in the
Current Tax Period on and after the Closing Date and the denominator of which is
the total number of days in the Current Tax Period. Any Taxes which are based on
quantity of or the value of production of Minerals shall be apportioned between
the Sellers and the Purchaser based on the number of units or value of
production actually produced and sold, as applicable, before the Closing, and on
or after the Closing Date, and all other Taxes which are imposed on the sale,
purchase or transfer of tangible property shall be apportioned between the
Sellers and the Purchaser based on the applicable date of sale, purchase or
transfer. In the event that the Sellers or the Purchaser shall have made any
payment for which it is entitled to reimbursement under this Article X,
the applicable Party shall make such reimbursement promptly but in no event
later than thirty (30) days after the presentation of a statement setting forth
the amount of reimbursement to which the presenting Party is entitled along with
such supporting evidence as is reasonably necessary to calculate the amount of
the reimbursement.

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ARTICLE XI. 
MISCELLANEOUS 

Section 11.01
Counterparts.      This Agreement may be
executed in counterparts, each of which shall be deemed an original instrument,
but all such counterparts together shall constitute but one agreement. Each
Party’s delivery of an executed counterpart signature page by facsimile (or
email) is as effective as executing and delivering this Agreement in the
presence of the other Parties. No Party shall be bound by the terms and
provisions of this Agreement until such time as all of the Parties have executed
counterparts of this Agreement. 

Section 11.02
Notice.      All notices and other
communications which are required or may be given pursuant to this Agreement
must be given in writing, and delivered personally, by courier, or by facsimile
followed by delivery by courier, as follows: 

	 	If to any EFI Party: 
	 	 	  	  
	 	 	Energy Fuels Inc. 
	 	 	225 Union Blvd., Suite 600 
	 	 	Lakewood, Colorado 80228 
	 	 	Attention: 	David Frydenlund 
	 	 	Facsimile: 	(303) 389-4125 
	 	 	  	  
	 	With a copy to (which shall not constitute
      notice): 
	 	 	  	  
	 	 	Haynes and Boone, LLP 
	 	 	1801 Broadway, Suite 800 
	 	 	Denver, Colorado 80202 
	 	 	Attention: 	John D. Fognani; Michael T. Hegarty 
	 	 	Facsimile: 	(303) 382-6210 
	 	 	  	  
	 	If to any Seller: 
	 	 	  	  
	 	 	[Applicable Seller’s Name] 
	 	 	500 N. Shoreline, Ste. 700 
	 	 	Corpus Christi, Texas 78401 
	 	 	Attention: 	Ben Eshleman 
	 	 	Facsimile: 	361-882-5004 
	 	 	  	  
	 	With a copy to (which shall not constitute
      notice): 
	 	 	  	  
	 	 	Davis, Hutchinson & Wilkerson,
      L.L.P. 
	 	 	802 N. Carancahua St., Ste. 1500
  
	 	 	Corpus Christi, Texas 78401 
	 	 	Attention: Marshall Wilkerson 
	 	 	Facsimile: 	361-882-1191 


-38- 




Any Party may change its address for notice by notice to the
other Parties in the manner set forth above. All notices shall be deemed to have
been duly given at the time of receipt by the Party to which such notice is
addressed if received prior to 5:00 p.m. local time on a Business Day or on the
following Business Day if received after 5:00 p.m. local time or on a
non-Business Day. 

Section 11.03 Tax, Recording Fees, Similar Taxes &
Fees.      The Sellers shall pay and be liable
for any sales, use, excise, real property transfer, goods and services,
registration, documentary, stamp or transfer Taxes, recording fees and similar
Taxes and fees incurred and imposed upon, or with respect to, the sale and
transfer of the Acquired Companies hereunder and any other “change of control”
payments arising from the transactions hereunder. Except as otherwise provided
herein, all costs and expenses (including legal and financial advisory fees and
expenses) incurred in connection with, or in anticipation of, this Agreement and
the transactions contemplated hereby shall be paid by the Party incurring such
costs and expenses.

Section 11.04 Governing Law; Jurisdiction. 

(a)      THIS
AGREEMENT AND THE LEGAL RELATIONS BETWEEN THE PARTIES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW WHICH WOULD REQUIRE THE APPLICATION OF THE LAWS
OF ANOTHER JURISDICTION. 

(b)      THE
PARTIES HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL
COURTS OF THE UNITED STATES OF AMERICA LOCATED IN DENVER, COLORADO (OR, IF
REQUIREMENTS FOR FEDERAL JURISDICTION ARE NOT MET, STATE COURTS LOCATED IN
DENVER COUNTY, COLORADO) AND APPROPRIATE APPELLATE COURTS THEREFROM FOR THE
RESOLUTION OF ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF OR IN RELATION
TO THIS AGREEMENT, AND EACH PARTY HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN
RESPECT OF SUCH DISPUTE, CONTROVERSY OR CLAIM MAY BE HEARD AND DETERMINED IN
SUCH COURTS. THE PARTIES HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAWS, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE
TO THE LAYING OF VENUE OF ANY SUCH DISPUTE, CONTROVERSY OR CLAIM BROUGHT IN ANY
SUCH COURT OR ANY DEFENSE OF INCONVENIENT FORUM FOR THE MAINTENANCE OF SUCH
DISPUTE, CONTROVERSY OR CLAIM. EACH PARTY AGREES THAT A JUDGMENT IN ANY SUCH
DISPUTE MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY
OTHER MANNER PROVIDED BY APPLICABLE LAW. 

(c)      TO
THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY
HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING
OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. EACH PARTY
ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES THAT THIS SECTION
11.04(c) CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH SUCH PARTY IS RELYING AND
WILL RELY IN ENTERING INTO THIS AGREEMENT, THE ANCILLARY DOCUMENTS, AND ANY
OTHER AGREEMENTS RELATING HERETO OR CONTEMPLATED HEREBY OR THEREBY. 

-39- 




Section 11.05
  Waivers.      Any failure by a Party to
comply with any of its obligations, agreements or conditions herein contained
may only be waived by the Party to whom such compliance is owed by a written
instrument signed by such Party and expressly identified as a waiver, but not in
any other manner. No waiver of, consent to a change in, or any delay in timely
exercising any rights arising from, any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of, or consent to a change in,
other provisions hereof (whether or not similar), nor shall such waiver
constitute a continuing waiver unless otherwise expressly provided. 

Section 11.06
  Assignment.      Prior to the Closing Date,
  no Party shall assign all or any part of this Agreement, nor shall any Party
  assign or delegate any of its rights or duties hereunder, without the prior
  written consent of the other Parties (which consent may not be unreasonably
  withheld) and any assignment or delegation made without such written consent
  shall be void. Subject to the foregoing, this Agreement shall be binding upon
  and inure to the benefit of the Parties and their respective successors and
permitted assigns.

Section 11.07 Entire
Agreement.      This Agreement (including, for
purposes of certainty, the Appendix, Exhibits and Schedules attached hereto),
the Ancillary Documents to be executed hereunder, and the Confidentiality
Agreement, as amended hereby, constitute the entire agreement among the Parties
pertaining to the subject matter hereof, and supersede all prior agreements,
understandings, negotiations and discussions, whether oral or written, of the
Parties pertaining to the subject matter hereof. 

Section 11.08
Amendment.      This Agreement may be
amended or modified only by an agreement in writing executed by all Parties,
their respective successors or permitted assigns and expressly identified as an
amendment or modification hereto. 

Section 11.09 No Third-Party
Beneficiaries.      Nothing in this Agreement
shall entitle any Person, other than the Parties, to any claim, cause of action,
remedy or right of any kind. 

Section 11.10
Construction.      The Parties acknowledge
that (a) each Party has had the opportunity to exercise business discretion in
relation to the negotiation of the details of the transaction contemplated
hereby, (b) this Agreement is the result of arm’s-length negotiations from equal
bargaining positions, and (c) the Parties and their respective legal counsel
equally participated in the preparation and negotiation of this Agreement. Any
rule of construction that a contract be construed against the drafter shall not
apply to the interpretation or construction of this Agreement. 

-40- 




Section 11.11
Conspicuous.      THE PARTIES AGREE THAT,
TO THE EXTENT REQUIRED BY APPLICABLE LAW TO BE EFFECTIVE OR ENFORCEABLE, THE
PROVISIONS IN THIS AGREEMENT IN BOLD-TYPE FONT ARE “CONSPICUOUS” FOR THE PURPOSE
OF ANY APPLICABLE LAW. 

Section 11.12
Severability.      Should any provision of
this Agreement be held by a court of law to be illegal, invalid or
unenforceable, such provision shall be replaced by such provision as most
closely reflects the intent of the invalid provision, and the legality, validity
and enforceability of the remaining provisions of this Agreement will not be
affected or impaired thereby. 

[signature pages follow] 

-41- 




IN WITNESS WHEREOF, each
Party has caused this Agreement to be duly executed by its authorized
representative as of the Execution Date. 


	EFI: 
	 
	ENERGY FUELS INC. 
	 	  
	 	 
	By: 	/s/ Stephen P. Antony
	Name: 	Stephen P. Antony
	Title: 	President & CEO
	 	March 4, 2016
	 	 
	PURCHASER: 
	 	 
	ENERGY FUELS HOLDINGS CORP. 
	 	  
	 	 
	By: 	/s/ Stephen P. Antony
	Name: 	Stephen P. Antony
	Title: 	President & CEO
	 	March 4, 2016
	 	 
	 	MESTEÑA: 
	 	 
	 	MESTEÑA, LLC 
	 	 
	 	  
	By: 	/s/ Benjamin E. Eshleman III
	Name: 	Benjamin E. Eshleman III
	Title: 	President
	 	March 4, 2016 
	 	 
	JONES UNPROVEN: 
	 	 
	JONES RANCH MINERALS UNPROVEN, LTD. 
	By:	Mesteña, LLC, its Managing
    General Partner 
	 	  
	By: 	/s/ Benjamin E. Eshleman III
	Name: 	Benjamin E. Eshleman III
	Title: 	President
	 	March 4, 2016 




[Signature Page to Membership Interest Purchase Agreement] 






	MESTEÑA UNPROVEN: 
	  	 
	MESTEÑA UNPROVEN, LTD. 
	By: 	Mesteña, LLC, its Managing
    General Partner 
	  	 
	By: 	/s/ Benjamin E. Eshleman III
	Name: 	Benjamin E. Eshleman III
	Title: 	President
	 	March 4, 2016 



[Signature Page to Membership Interest Purchase Agreement] 




APPENDIX A

ATTACHED TO AND MADE A PART OF THAT CERTAIN MEMBERSHIP INTEREST
PURCHASE AGREEMENT DATED MARCH 4, 2016, BY AND AMONG ENERGY FUELS INC., ENERGY
FUELS HOLDINGS CORP., MESTEÑA, LLC, JONES RANCH MINERALS UNPROVEN, LTD., and
MESTEÑA UNPROVEN, LTD. 

DEFINITIONS 

“Acquired Company”
and “Acquired Companies” have the meanings set forth in the
Recitals to this Agreement. 

“Acquisition
Proposal” means, with respect to any of the Acquired Companies or
Mesteña Assets, any proposal or offer, or public announcement of an intention to
make a proposal or offer, to any of the Sellers or Acquired Companies or any of
their security holders, members, shareholders, partners or Representatives, from
any Person or group of Persons "acting jointly or in concert" (within the
meaning of Canadian Multilateral Instrument 62-104 – Take-Over Bids and Issuer
Bids) which constitutes, or may be reasonably expected to lead to (in either
case whether in one transaction or a series of transactions): 

(i)      any
take-over bid, issuer bid, amalgamation, plan of arrangement, business
combination, merger, tender offer, exchange offer, consolidation,
recapitalization or reorganization resulting in any Person or group of Persons
owning any of the issued and outstanding membership, equity or voting interests
of any of the Acquired Companies; 

(ii)      any
sale of any Mesteña Assets (or any lease, long-term supply arrangement, license
or other arrangement having the same economic effect as a sale); 

(iii)      any
sale or issuance of membership interests, shares or other equity interests (or
securities convertible into or exercisable for such membership interests, shares
or other interests) in any of the Acquired Companies; and 

(iv)      any
arrangement whereby effective operating control of an Acquired Company is
granted to another party or Person. 

“Affiliate” means,
with respect to any Person, any Person that directly or indirectly Controls, is
Controlled by, or is under common Control with, such Person. 

“Agreement” has the
meaning set forth in Preamble of this Agreement. 

“Ancillary
Documents” has the meaning set forth in Section 3.03. 

“Benefit Plan”
means any plan, agreement, program or policy, whether funded or unfunded,
registered or unregistered, under which any of the Acquired Companies has any
liability or contingent liability to any current or former employees relating to
retirement savings, pensions or benefits, including any defined benefit pension
plan, defined contribution pension plan, group registered retirement savings
plan or supplemental pension or retirement plan, or any bonus, deferred
profit-sharing, profit-sharing, stock option, share purchase, stock
appreciation, deferred compensation, incentive compensation, supplemental
unemployment benefits, hospitalization, health, dental, disability, life
insurance, death or survivor’s benefit, employment insurance, vacation pay,
severance or termination pay or other benefit plan with respect to any current
or former employees of any of the Acquired Companies or any eligible dependents
of such employees.

Appendix A-1 




“Business Day”
means each calendar day except Saturdays, Sundays, and federal holidays in the
United States. 

“Canadian Securities
Regulatory Authorities” has the meaning set forth in Section 4.09(b).


“CERCLA” means the
Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.
§ 9601 et-seq., as amended. 

“CFIUS” means the
Committee on Foreign Investment in the United States. 

“CFIUS Approval”
means (i) the Acquired Companies and the EFI Parties shall have received a
written notification from CFIUS that it has determined that (A) the acquisition
of the Acquired Companies by the EFI Parties is not a covered transaction under
Section 721 of the Defense Production Act of 1950, as amended (“Section
721”); or (B) it has concluded its review under Section 721 and has
determined that there are no unresolved national security concerns with respect
to the acquisition of the Acquired Companies by the EFI Parties; or (ii) if
CFIUS undertakes an investigation of the acquisition of the Acquired Companies
by the EFI Parties, the Acquired Companies and the EFI Parties shall have
received notification from CFIUS that it has concluded all action under Section
721 and has determined that there are no unresolved national security concerns
with respect to the acquisition of the Acquired Companies by the EFI Parties and
no Material Mitigation Measure has been imposed on either the Acquired Companies
or the EFI Parties by the U.S. Government as a condition to proceeding with the
acquisition of the Acquired Companies by the EFI Parties.

“Closing” has the
meaning set forth in Section 7.01.

“Closing Date” has
the meaning set forth in Section 7.01.

“Code” means the
United States Internal Revenue Code of 1986, as amended. 

“Company
Agreements” means (1) those certain Regulations (n/k/a a company
agreement) of Mesteña Uranium, L.L.C., dated February 19, 1999, as amended; (2)
those certain Regulations (n/k/a a company agreement) of Leoncito Plant, L.L.C.,
dated June 22, 2009, as amended; and (3) those certain Regulations (n/k/a a
company agreement) of Leoncito Project, L.L.C. dated June 22, 2009, as amended.


“Confidential
Information” has the meaning set forth in the Confidentiality Agreement.


“Confidentiality
Agreement” means that certain Confidentiality Agreement between EFI’s
subsidiary Uranerz Energy Corporation and Mesteña Uranium, LLC, dated July 2,
2014, as amended on December 2, 2014, and extended as of November 17, 2015.

Appendix A-2 




“Control” means the
ability to direct the management and policies of a Person through ownership of
voting shares or other equity rights, pursuant to a written agreement, or
otherwise. The terms “Controls” and “Controlled by”
and other derivatives shall be construed accordingly. 

“Current Tax
Period” has the meaning set forth in Section 10.02. 

“Damages” means the
amount of any actual Liability, loss, cost, expense, claim, award or judgment
incurred or suffered by any Person (to be indemnified under this Agreement)
arising out of or resulting from the indemnified matter, whether attributable to
personal injury or death, property damage, contract claims (including
contractual indemnity claims), torts, or otherwise, including reasonable fees
and expenses of attorneys, consultants, accountants or other agents and experts
reasonably incident to matters indemnified against, and the reasonable costs of
investigation and/or monitoring of such matters, and the reasonable costs of
enforcement of the indemnity; provided, however, that the term “Damages”
shall not include (i) loss of profits or other consequential damages suffered by
the Party claiming indemnification, or any punitive damages (except as otherwise
provided herein), or (ii) any Liability, loss, cost, expense, claim, award or
judgment to the extent resulting from or to the extent increased by the actions
or omissions of any indemnified Party after the Closing Date. 

“Defensible Title”
means title that is:

	 	(i) 	
      free from such reasonable doubt that a prudent Person
      engaged in the business of ownership, development and operation of
      producing uranium mining properties with knowledge of all of the facts and
      their legal bearing would be willing to accept the same; and

	 	 	 
	 	(ii) 	
      free and clear of any and all Encumbrances, obligations,
      and defects, other than Permitted Encumbrances.



“Direct Claim” has
the meaning set forth in Section 9.03(b). 

“EDGAR” means the
Electronic Data Gathering, Analysis, and Retrieval system for automated
collection, validation, indexing, acceptance, and forwarding of submissions by
companies and others who are required by law to file forms with the U.S.
Securities and Exchange Commission. 

“EF Holdings” has
the meaning set forth in the Preamble of this Agreement. 

“EFI” has the
meaning set forth in the Preamble of this Agreement. 

“EFI Party” or
“EFI Parties” has the meaning set forth in the Preamble of this
Agreement. 

“EFI SEC Reports”
has the meaning set forth in Section 4.09(a). 

“EFI SEDAR Reports”
has the meaning set forth in Section 4.09(b). 

Appendix A-3 




“Encumbrance”
means a mortgage, pledge, hypothecation, lien, easement, right-of-way,
encroachment, covenant, condition, right of re-entry, lease, license,
assignment, option, claim, royalty or other encumbrance or charge, whether or
not registered or registrable, but does not include a Permitted Encumbrance.


“Energy Fuels
Shares” has the meaning set forth in Section 2.02(a).

“Environmental
Condition” means: (i) any event or condition with respect to air, land,
soil, surface, subsurface strata, surface water, ground water, or sediment that
causes, or could reasonably be expected to cause, any Mesteña Asset to become
subject to, or its owner or operator to incur any Liability or be potentially
liable for, any removal, remediation, or response action under, or not be in
compliance with, any Permits or Environmental Law; or (ii) any event or
condition described in the preceding clause (i) that results, or could
reasonably be expected to result, in any Liability to any Governmental Authority
for any removal, remediation, or response action, or to any other Person for
injury to or death of any Person, Persons, or other living thing, or damage,
loss, or destruction of property located on such Mesteña Asset.

“Environmental
Laws” means CERCLA, the Resource Conservation and Recovery Act, 42
U.S.C. § 6901 et-seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251
et-seq.; the Clean Air Act, 42 U.S.C. § 7401 et-seq.; the Hazardous Materials
Transportation Act, 49 U.S.C. § 1471 et-seq.; the Toxic Substances Control Act,
15 U.S.C. §§ 2601 through 2629; the Oil Pollution Act, 33 U.S.C. § 2701 et-seq.;
the Endangered Species Act, 16 U.S.C. §§ 1531 to 1544; the Emergency Planning
and Community Right-to-Know Act, 42 U.S.C. § 11001 et-seq.; the Atomic Energy
Act of 1954, as amended, 42 U.S.C. § 2011 et-seq.; and the Safe Drinking Water
Act, 42 U.S.C. §§ 300f through 300j; and all similar Laws of any Governmental
Authority having jurisdiction over the property in question addressing pollution
or protection of the environment, human health, natural resources or threatened,
endangered or protected species, and all regulations implementing the foregoing
that are applicable to the operation and maintenance of the Mesteña Assets.

“Environmental
Liabilities” means any and all environmental response costs (including
costs of removal and remediation), reclamation costs, corrective action costs,
damages, natural resource damages, settlements, consulting fees, expenses,
penalties, fines, orphan share, prejudgment and post-judgment interest, court
costs, attorneys’ fees and other Liabilities incurred or imposed (i) pursuant to
any Governmental Order to the extent arising out of any violation of, or
obligation under, any Environmental Law which are attributable to the ownership
or operation of the Mesteña Assets or any other assets previously owned or
operated by any of the Acquired Companies or (ii) pursuant to any claim or cause
of action by any Governmental Authority or any Person for personal injury,
property damage, damage to natural resources, remediation or response costs to
the extent arising out of any violation of, or any obligation under, any
Environmental Laws which is attributable to the ownership or operation of the
Mesteña Assets or any other assets previously owned or operated by any of the
Acquired Companies. 

“Exchange Act”
means the United States Securities Exchange Act of 1934, as amended. 

“Execution Date”
has the meaning set forth in the Preamble of this Agreement. 

Appendix A-4 




“Financial
Statements” has the meaning set forth in Section 3.08(a).

“Governmental
Authority” means any instrumentality, subdivision, court, administrative
agency, commission, official or other authority of the United States or any
other country or any state, province, prefect, municipality, locality or other
government or political subdivision thereof, or any quasi-governmental or
private body exercising any administrative, executive, judicial, legislative,
police, regulatory, taxing, importing or other governmental or
quasi-governmental authority. 

“Governmental
Order” means any order, writ, judgment, injunction, decree, consent,
stipulation, determination or award entered by or with any Governmental
Authority. 

“Hazardous
Substances” means any pollutants, contaminants, toxic, radioactive or
hazardous substances, materials, wastes, constituents, compounds or chemicals
that are regulated by, or may form the basis of liability under any
Environmental Laws, including asbestos-containing materials (but excluding any
Minerals). 

“Indebtedness” of
any Person means and includes, without duplication, (a) indebtedness for
borrowed money or indebtedness issued or incurred in substitution or exchange
for indebtedness for borrowed money; (b) amounts owing as deferred purchase
price for property or services, including all seller notes and “earn-out”
payments; (c) indebtedness evidenced by any note, bond, debenture, mortgage or
other debt instrument or financial debt security; (d) commitments or obligations
by which such Person assures a creditor against loss (including contingent
reimbursement obligations with respect to letters of credit); (e) obligations or
commitments to repay deposits or other amounts advanced by and owing to third
Persons, (f) obligations under any interest rate, currency or other hedging
agreement; (g) obligations or commitments under capitalized leases (capital
portion); (h) any change of control payments or prepayment premiums, penalties,
charges or equivalents thereof with respect to any indebtedness, obligation, or
liability of the type described in clauses (a) through (h) above, or (i)
guarantees or other contingent liabilities (including so called take-or-pay or
keep-well agreements) with respect to any indebtedness, obligation, claim or
liability of any other Person of a type described in clauses (a) through (h)
above. 

“Indemnified Party”
has the meaning set forth in Section 9.03(a). 

“Indemnifying
Party” has the meaning set forth in Section 9.03(a). 

“Interim Financial
Statement” has the meaning set forth in Section 3.08(a). 

“Jones Proven” has
the meaning set forth in Section 2.02(c). 

“Jones Unproven”
has the meaning set forth in the Preamble of this Agreement. 

“JUX
Agreement” has the meaning set forth in Section 6.01(l). 

“knowledge of the Mesteña
Entities” or “the Mesteña Entities’ knowledge” have the
meaning set forth in Section 1.02(d).

Appendix A-5 




“Laws” means all
Permits, statutes, rules, regulations, ordinances, orders, and codes of
Governmental Authorities. 

“Liability”
(and with the correlative meaning, “Liabilities”) means
all losses, costs, expenses, obligations, damages, fines, fees, penalties, and
other liabilities (or contingencies that have not yet become liabilities),
whether absolute, accrued, matured, contingent (or based upon any contingency),
known or unknown, fixed or otherwise, or whether due or to become due.

“Material Adverse
Effect” means any event, condition, effect, change, development or
circumstance that, individually or when considered together with any other
events, conditions, effects, changes, developments or circumstances, would
reasonably be expected to have a material adverse effect on the Acquired
Companies, the Project or the Mesteña Assets, taken as a whole; provided,
however, “Material Adverse Effect” shall not include any condition,
effect, change, development or circumstance arising out of or attributable to:
(i) general economic or political conditions; (ii) conditions generally
affecting uranium prices or mining; (iii) any matter of which an EFI Party is
actually aware on the date hereof; or (iv) any changes in applicable Laws or
accounting rules or the enforcement, implementation or interpretation thereof.


“Material Mitigation
Measure” means any mitigation measure proposed by CFIUS that (i)
requires the Purchaser to hold its ownership interests in the Acquired Companies
indirectly, such as through proxy holders or in a voting trust; (ii) materially
interferes with the EFI Parties’ ability to participate in the management of the
Acquired Companies; (iii) requires the exclusion of any material asset from the
scope of the transaction or the EFI Parties or the Acquired Companies to dispose
of any material portion of its businesses, operations, assets or product lines
(or any combination thereof); or (iv) otherwise is reasonably likely to result
in a Material Adverse Effect on the Acquired Companies or the EFI Parties. 

“Membership
Interests” has the meaning set forth in the Recitals to this Agreement.


“Mesteña” has the
meaning set forth in the Preamble of this Agreement. 

“Mesteña Assets”
means any and all of the Mesteña Contracts, the Mesteña Real Property, the
Mesteña Personal Property, the Records and any and all other assets and
properties of the Acquired Companies.

“Mesteña Contract”
has the meaning set forth in Section 3.13.

“Mesteña Personal
Property” has the meaning set forth in Section 3.15. 

“Mesteña Real
Property” has the meaning set forth in Section 3.14.

“Mesteña Proven”
has the meaning set forth in Section 2.02(c). 

“Mesteña Unproven”
has the meaning set forth in the Preamble of this Agreement. 

“Minerals” means
all minerals of any kind or character, other than oil and gas, including, but
not limited to, uranium and all other minerals mined or extracted primarily for
values derived from their content of minerals, in the form of ores, mine waters,
leachates, pregnant liquors, 

Appendix A-6 




pregnant slurries, concentrated slurries, precipitates, whether
in dry or slurry state, concentrates, or products beneficiated, upgraded or
refined further than concentrates, and whether occurring in intimate
depositional relationship with uranium and recovered as secondary values during
the mining, extraction, processing, or treatment of uranium. 

“NYSE MKT” means
the NYSE MKT LLC stock exchange. 

“Party” and
“Parties” have the meanings set forth in the Preamble of this
Agreement. 

“Permits” means any
permits, licenses, approvals, certificates of authority, franchises,
concessions, registrations, consents, or similar qualifications or
authorizations issued, granted or given by or under the authority of, or filings
with, any Governmental Authority.

“Permitted
Encumbrances” means any or all of the following: (i) this Agreement;
(ii) consents to assignment that have been obtained, or will be obtained prior
to the Closing, from the appropriate Person(s) and preferential rights to
purchase with respect to which written waivers are obtained prior to the Closing
from the appropriate Person(s) for the transactions contemplated by this
Agreement and the Ancillary Documents; (iii) liens for Taxes or assessments not
yet delinquent; (iv) materialmen’s, mechanic’s, repairman’s, employee’s,
contractor’s, operator’s and other similar liens or charges arising in the
ordinary course of business for amounts not yet delinquent (including any
amounts being withheld as provided by Law); (v) all rights to consent by,
required notices to, filings with, or other actions by Governmental Authorities
in connection with the conveyance of the Mesteña Assets or rights or interests
therein if they are not required prior to, or are customarily obtained
subsequent to, a conveyance in the region where the Mesteña Assets are located;
(vi) easements, rights-of-way, covenants, servitudes, permits, surface leases
and other rights in respect of surface operations which do not, individually or
in the aggregate, prevent or materially adversely affect the use, ownership,
development or operation of any Mesteña Assets; (vii) all rights reserved to or
vested in any Governmental Authority to control or regulate any of the Mesteña
Assets in any manner or to assess Tax with respect to the Mesteña Assets, the
ownership, use or operation thereof, or revenue, income or capital gains with
respect thereto, and all obligations and duties under all applicable Laws of any
such Governmental Authority or under any franchise, grant, license or permit
issued by any Governmental Authority; (viii) the royalties set out in the
amended Uranium Lease at the time of Closing; and (ix) any Encumbrance on or
affecting the Mesteña Assets which is expressly waived in writing, bonded or
paid by EF Holding on or before the Closing or which is discharged on or before
the Closing. 

“Person” means any
individual, firm, corporation, partnership, limited liability company, joint
venture, association, trust, unincorporated organization, Governmental Authority
or any other entity. 

“Potential Acquisition
Proposal” has the meaning set forth in Section 5.07(d). 

“Project” means all
exploration, development, mining, milling, processing, transportation, marketing
and related operations and activities of the Acquired Companies, including all
such exploration, development, mining, milling, processing, transportation,
marketing and related operations and activities involving the Mesteña Assets.


Appendix A-7 




“Purchase
Consideration” has the meaning set forth in Section 2.02. 

“Records” means
copies of any files, records, maps, information, and data, whether written or
electronically stored, relating to the Mesteña Assets or the Acquired Companies,
including: (i) land and title records (including title documents and warranties,
abstracts of title, title opinions and memoranda, title curative documents and
prospect files); (ii) contracts, electric logs, core data, pressure data,
decline curves, graphical production curves, geological and mineral resource
data (including all maps, logs and reports) and a non-exclusive license to all
geophysical data owned by an Acquired Company or any of its Affiliates; (iii)
correspondence; (iv) operations, production, accounting, lease and division
order records; (v) production, facility and well records and data; and (vi) any
other records, books and files relating to any of the Mesteña Assets or the
Acquired Companies. 

“Representatives”
means (i) partners, employees, personnel, officers, directors, members, equity
owners and counsel of a Party or any of its Affiliates; or (ii) any consultant,
advisor or agent retained by a Party or the parties listed in subsection (i)
above. 

“Required Consents”
has the meaning set forth in Section 3.20. 

“Royalty Holders”
has the meaning set forth in Section 2.02(c). 

“SEC” has the
meaning set forth in Section 4.09(a). 

“Securities Act”
means the United States Securities Act of 1933, as amended. 

“SEDAR” means the
System for Electronic Document Analysis and Retrieval for public securities
documents and information filed by issuers with the thirteen Canadian provincial
and territorial securities regulatory authorities.

“Surface Use
Agreements” has the meaning set forth in Section 3.13, and at and after
the Closing means the amended Surface Use Agreements delivered pursuant to
Section 6.01(f). 

“Tax Return” means
any return (including any information return), report, statement, schedule,
notice, form, election, estimated Tax filing, claim for refund or other document
(including any attachments thereto and amendments thereof) filed with or
submitted to, or required to be filed with or submitted to, any Governmental
Authority with respect to any Tax. 

“Taxes” means all
federal, state, local, and foreign income, profits, franchise, sales, use, ad
valorem, property, severance, production, excise, stamp, documentary, real
property transfer or gain, gross receipts, goods and services, registration,
capital, transfer, or withholding taxes or other assessments, duties, fees or
charges imposed by any Governmental Authority relating to any of the Acquired
Companies or the Mesteña Assets, including any interest, penalties or additional
amounts which may be imposed with respect thereto. 

“Third Party” means
any Person other than a Party to this Agreement or an Affiliate of a Party to
this Agreement or their respective Representatives. 

“Third Party Claim”
has the meaning set forth in Section 9.03(a). 

Appendix A-8 




“Term Conveyances”
has the meaning set forth in Section 3.13, and at and after the Closing means
the amended Term Conveyances delivered pursuant to Section 6.01(f). 

“TSX” means the
Toronto Stock Exchange. 

“Uranium Lease” has
the meaning set forth in Section 3.13, and at and after the Closing means the
amended Uranium Lease delivered pursuant to Section 6.01(f).

“Uranium Option”
has the meaning set forth in Section 3.13, and at and after the Closing means
the amended Uranium Option delivered pursuant to Section 6.01(f).

“Uranium Royalty”
has the meaning set forth in Section 2.02(c).

Appendix A-9 




EXHIBIT 1 

FORM OF MEMBERSHIP INTEREST ASSIGNMENT

ATTACHED TO AND MADE A PART OF THAT CERTAIN MEMBERSHIP INTEREST
PURCHASE AGREEMENT DATED MARCH 4, 2016, BY AND AMONG ENERGY FUELS INC., ENERGY
FUELS HOLDINGS CORP., MESTEÑA, LLC, JONES RANCH MINERALS UNPROVEN, LTD., AND
MESTEÑA UNPROVEN, LTD. 

Exhibit 1-1 





Form of Assignment of Membership Interests attached as Exhibit
1 (1A.1) 
to Membership Interest Purchase Agreement, dated March
4, 2016 

ASSIGNMENT OF MEMBERSHIP INTERESTS 
Mesteña Uranium,
L.L.C. 

THIS ASSIGNMENT OF MEMBERSHIP INTERESTS (this
“Assignment”) is made and entered into as of ________________
____, 2016, by and among Jones Ranch Minerals Unproven, Ltd., a Texas limited
partnership (“Assignor”), and Energy Fuels Holdings Corp., a
Delaware corporation (“Assignee”).

RECITALS 

A.     Capitalized terms used but not defined herein shall have the
respective meanings set forth in that certain Membership Interest Purchase
Agreement, dated _________ ___, 2016, by and among Assignee and Assignee’s
affiliate, Energy Fuels Inc., and Assignor and Assignor’s affiliates, Mesteña,
LLC and Mesteña Unproven, Ltd. (the “Purchase Agreement”). 

B.     Assignor owns and holds 85% of all
of the issued and outstanding membership interests of Mesteña Uranium, L.L.C., a
Texas limited liability company (the “Membership Interests”). 

C.     Subject to and in accordance with
the terms of the Purchase Agreement and this Assignment, Assignor desires to
assign to Assignee, and Assignee desires to receive from Assignor, all of
Assignor’s right, title, and interest in and to the Membership Interests.

NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows: 

AGREEMENT

 l.     Assignment. Assignor
hereby transfers, sells, conveys and assigns to Assignee all of Assignor’s
right, title, and interest in and to the Membership Interests.

2.     Acceptance of Assignment.
Assignee hereby accepts the assignment of the Membership Interests from
Assignor. 

3.     Additional Rights and
Obligations. Assignor and Assignee hereby acknowledge and agree that this
Assignment is being entered into and delivered pursuant to and subject to the
terms and conditions set forth in the Purchase Agreement, that additional rights
and obligations of the parties are expressly provided for therein, and that the
execution and delivery of this Assignment shall not impair, diminish or expand
any of the rights or obligations of any of the parties to the Purchase Agreement
as set forth therein. In the event of any conflict or inconsistency between the
terms of the Purchase Agreement and the terms hereof, the terms of the Purchase
Agreement shall govern. 

4.     Headings. The descriptive
headings contained in this Assignment are included for convenience of reference
only and shall not affect in any way the meaning or interpretation of this
Assignment. 




5.     Counterparts. This Assignment
may be executed in one or more counterparts (and by facsimile or portable
document format (.pdf)), each of which will be deemed to be an original copy of
this Assignment and all of which, when taken together, will be deemed to
constitute one and the same instrument. 

6.     Governing Law. This
Assignment is to be governed by, and construed and enforced in accordance with,
the laws of the State of Texas, without regard to its rules of conflict of laws.


[Remainder of Page Intentionally Left Blank;

Signatures to Follow] 

2 




IN WITNESS WHEREOF, the undersigned have duly executed this
Assignment as of the date first written above. 


	Jones Ranch Minerals Unproven, Ltd., a
      Texas limited partnership 		Energy Fuels Holdings Corp., a
      Delaware corporation 
	 	 	 
	By: 	 	 	By: 	 
	Name: 	 	 	Name: 	 
	Title: 	 	 	Title: 	 



Signature Page to Assignment of Membership Interests 




Form of Assignment of Membership Interests attached as Exhibit
1 (1A.2) 
to Membership Interest Purchase Agreement, dated March
4, 2016 

ASSIGNMENT OF MEMBERSHIP INTERESTS 
Mesteña Uranium,
L.L.C. 

THIS ASSIGNMENT OF MEMBERSHIP INTERESTS (this
“Assignment”) is made and entered into as of _______________
_____, 2016, by and among Mesteña Unproven, Ltd., a Texas limited partnership
(“Assignor”), and Energy Fuels Holdings Corp., a Delaware
corporation (“Assignee”).

RECITALS 

A.     Capitalized terms used but not
defined herein shall have the respective meanings set forth in that certain
Membership Interest Purchase Agreement, dated ____________, 2016, by and among
Assignee and Assignee’s affiliate, Energy Fuels Inc., and Assignor and
Assignor’s affiliates, Mesteña, LLC and Jones Ranch Minerals Unproven, Ltd. (the
“Purchase Agreement”). 

B.     Assignor owns and holds 15% of all
of the issued and outstanding membership interests of Mesteña Uranium, L.L.C., a
Texas limited liability company (the “Membership Interests”). 

C.     Subject to and in accordance with
the terms of the Purchase Agreement and this Assignment, Assignor desires to
assign to Assignee, and Assignee desires to receive from Assignor, all of
Assignor’s right, title, and interest in and to the Membership Interests.

NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows: 

AGREEMENT 

l.     Assignment. Assignor hereby
transfers, sells, conveys and assigns to Assignee all of Assignor’s right,
title, and interest in and to the Membership Interests.

2.      Acceptance of
Assignment. Assignee hereby accepts the assignment of the Membership
Interests from Assignor. 

3.     Additional Rights and
Obligations. Assignor and Assignee hereby acknowledge and agree that this
Assignment is being entered into and delivered pursuant to and subject to the
terms and conditions set forth in the Purchase Agreement, that additional rights
and obligations of the parties are expressly provided for therein, and that the
execution and delivery of this Assignment shall not impair, diminish or expand
any of the rights or obligations of any of the parties to the Purchase Agreement
as set forth therein. In the event of any conflict or inconsistency between the
terms of the Purchase Agreement and the terms hereof, the terms of the Purchase
Agreement shall govern. 

4.     Headings. The descriptive
headings contained in this Assignment are included for convenience of reference
only and shall not affect in any way the meaning or interpretation of this
Assignment. 




5.     Counterparts. This Assignment
may be executed in one or more counterparts (and by facsimile or portable
document format (.pdf)), each of which will be deemed to be an original copy of
this Assignment and all of which, when taken together, will be deemed to
constitute one and the same instrument. 

6.     Governing Law. This
Assignment is to be governed by, and construed and enforced in accordance with,
the laws of the State of Texas, without regard to its rules of conflict of laws.


[Remainder of Page Intentionally Left Blank;

Signatures to Follow] 

2 




IN WITNESS WHEREOF, the undersigned have duly executed this
Assignment as of the date first written above. 

	Mesteña Unproven, Ltd., a Texas limited partnership 		Energy Fuels Holdings Corp., a
      Delaware corporation 
	 	 	 
	By: 	 	 	By: 	 
	Name: 	 	 	Name: 	 
	Title: 	 	 	Title: 	 


Signature Page to Assignment of Membership Interests 




Form of Assignment of Membership Interests attached as Exhibit
1 (1B) 
to Membership Interest Purchase Agreement, dated March 4,
2016 

ASSIGNMENT OF MEMBERSHIP INTERESTS 
Leoncito
Plant, L.L.C. 

THIS ASSIGNMENT OF MEMBERSHIP INTERESTS (this
“Assignment”) is made and entered into as of __________ ___, 2016,
by and among Mesteña, LLC, a Texas limited liability company
(“Assignor”), and Energy Fuels Holdings Corp., a Delaware
corporation (“Assignee”).

RECITALS 

A.     Capitalized terms used but not
defined herein shall have the respective meanings set forth in that certain
Membership Interest Purchase Agreement, dated _________ ___, 2016, by and among
Assignee and Assignee’s affiliate, Energy Fuels Inc., and Assignor and
Assignor’s affiliates, Jones Ranch Minerals Unproven, Ltd. and Mesteña Unproven,
Ltd. (the “Purchase Agreement”). 

B.      Assignor owns and holds 100%
of all of the issued and outstanding membership interests of Leoncito Plant,
L.L.C., a Texas limited liability company (the “Membership
Interests”). 

C.     Subject to and in accordance with
the terms of the Purchase Agreement and this Assignment, Assignor desires to
assign to Assignee, and Assignee desires to receive from Assignor, all of
Assignor’s right, title, and interest in and to the Membership Interests.

NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows: 

AGREEMENT 

l.     Assignment. Assignor hereby
transfers, sells, conveys and assigns to Assignee all of Assignor’s right,
title, and interest in and to the Membership Interests.

2.     Acceptance of Assignment.
Assignee hereby accepts the assignment of the Membership Interests from
Assignor. 

3.     Additional Rights and
Obligations. Assignor and Assignee hereby acknowledge and agree that this
Assignment is being entered into and delivered pursuant to and subject to the
terms and conditions set forth in the Purchase Agreement, that additional rights
and obligations of the parties are expressly provided for therein, and that the
execution and delivery of this Assignment shall not impair, diminish or expand
any of the rights or obligations of any of the parties to the Purchase Agreement
as set forth therein. In the event of any conflict or inconsistency between the
terms of the Purchase Agreement and the terms hereof, the terms of the Purchase
Agreement shall govern. 

4.     Headings. The descriptive
headings contained in this Assignment are included for convenience of reference
only and shall not affect in any way the meaning or interpretation of this
Assignment. 




5.     Counterparts. This Assignment
may be executed in one or more counterparts (and by facsimile or portable
document format (.pdf)), each of which will be deemed to be an original copy of
this Assignment and all of which, when taken together, will be deemed to
constitute one and the same instrument. 

6.     Governing Law. This
Assignment is to be governed by, and construed and enforced in accordance with,
the laws of the State of Texas, without regard to its rules of conflict of laws.


[Remainder of Page Intentionally Left Blank;

Signatures to Follow] 

2 




IN WITNESS WHEREOF, the undersigned have duly executed this
Assignment as of the date first written above. 

	Mesteña LLC, a Texas limited liability company 		Energy Fuels Holdings Corp., a
      Delaware corporation 
	 	 	 
	By: 	 	 	By: 	 
	Name: 	 	 	Name: 	 
	Title: 	 	 	Title: 	 


Signature Page to Assignment of Membership Interests 




Form of Assignment of Membership Interests attached as Exhibit
1 (1C) 
to Membership Interest Purchase Agreement, dated March 4,
2016 

ASSIGNMENT OF MEMBERSHIP INTERESTS 
Leoncito
Project, L.L.C. 

THIS ASSIGNMENT OF MEMBERSHIP INTERESTS (this
“Assignment”) is made and entered into as of __________ ___, 2016,
by and among Mesteña, LLC, a Texas limited liability company
(“Assignor”), and Energy Fuels Holdings Corp., a Delaware
corporation (“Assignee”).

RECITALS 

A.     Capitalized terms used but not
defined herein shall have the respective meanings set forth in that certain
Membership Interest Purchase Agreement, dated _________ ___, 2016, by and among
Assignee and Assignee’s affiliate, Energy Fuels Inc., and Assignor and
Assignor’s affiliates, Jones Ranch Minerals Unproven, Ltd. and Mesteña Unproven,
Ltd. (the “Purchase Agreement”). 

B.     Assignor owns and holds 100% of all
of the issued and outstanding membership interests of Leoncito Project, L.L.C.,
a Texas limited liability company (the “Membership Interests”).


C.     Subject to and in accordance with
the terms of the Purchase Agreement and this Assignment, Assignor desires to
assign to Assignee, and Assignee desires to receive from Assignor, all of
Assignor’s right, title, and interest in and to the Membership Interests.

NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows: 

AGREEMENT 

l.     Assignment. Assignor hereby
transfers, sells, conveys and assigns to Assignee all of Assignor’s right,
title, and interest in and to the Membership Interests.

2.     Acceptance of Assignment.
Assignee hereby accepts the assignment of the Membership Interests from
Assignor. 

3.     Additional Rights and
Obligations. Assignor and Assignee hereby acknowledge and agree that this
Assignment is being entered into and delivered pursuant to and subject to the
terms and conditions set forth in the Purchase Agreement, that additional rights
and obligations of the parties are expressly provided for therein, and that the
execution and delivery of this Assignment shall not impair, diminish or expand
any of the rights or obligations of any of the parties to the Purchase Agreement
as set forth therein. In the event of any conflict or inconsistency between the
terms of the Purchase Agreement and the terms hereof, the terms of the Purchase
Agreement shall govern. 

4.     Headings. The descriptive
headings contained in this Assignment are included for convenience of reference
only and shall not affect in any way the meaning or interpretation of this
Assignment. 




5.      Counterparts. This
Assignment may be executed in one or more counterparts (and by facsimile or
portable document format (.pdf)), each of which will be deemed to be an original
copy of this Assignment and all of which, when taken together, will be deemed to
constitute one and the same instrument. 

6.     Governing Law. This
Assignment is to be governed by, and construed and enforced in accordance with,
the laws of the State of Texas, without regard to its rules of conflict of laws.


[Remainder of Page Intentionally Left Blank;

Signatures to Follow] 

2 




IN WITNESS WHEREOF, the undersigned have duly executed this
Assignment as of the date first written above. 

	Mesteña LLC, a Texas limited liability company 		Energy Fuels Holdings Corp., a
      Delaware corporation 
	 	 	 
	By: 	 	 	By: 	 
	Name: 	 	 	Name: 	 
	Title: 	 	 	Title: 	 


Signature Page to Assignment of Membership Interests 




EXHIBIT 2 

FORM OF AMENDED URANIUM LEASE 

ATTACHED TO AND MADE A PART OF THAT CERTAIN MEMBERSHIP INTEREST
PURCHASE AGREEMENT DATED MARCH 4, 2016, BY AND AMONG ENERGY FUELS INC., ENERGY
FUELS HOLDINGS CORP., MESTEÑA, LLC, JONES RANCH MINERALS UNPROVEN, LTD., AND
MESTEÑA UNPROVEN, LTD. 

Exhibit 2-1 





Form of Amended Uranium Lease attached as Exhibit 2 
to
Membership Interest Purchase Agreement, dated March 4, 2016 

AMENDED AND RESTATED URANIUM SOLUTION MINING LEASE 

BY AND BETWEEN 

 

MESTEÑA UNPROVEN, LTD., ET AL. 

AND 

LEONCITO PROJECT, L.L.C. 

AND 

ENERGY FUELS HOLDINGS CORP. 

 

AMENDMENT DATE ______________ ____, 2016 




AMENDED AND RESTATED URANIUM SOLUTION MINING LEASE 

Table of Contents 

	 	 	 	Page      
	  	  	  	  
	1.0
      	Grant
      	  	1
      
	  	1.1
      	Leased
      Substances 	1
      
	  	1.2
      	Use
      of Leased Premises 	1
      
	  	1.3
      	Effective
      Date 	3
      
	 	 	 	 
	2.0
      	Stipulations
      	3
      
	  	2.1
      	Surface
      Owner’s Use of Surface 	3
      
	  	2.2
      	Facilities
      and Other Improvements 	3
      
	  	2.3
      	Lessee's
      Use of Water 	4
      
	  	2.4
      	Surface
      Owner’s Water Supplies 	4
      
	  	2.5
      	Plugging
      	4
      
	  	2.6
      	Contamination
      	4
      
	  	2.7
      	Unauthorized
      Activities 	5
      
	  	2.8
      	Title
      Opinions 	5
      
	 	 	 	 
	3.0
      	No
      Advance or Minimum Royalties; Lease Term 	5
      
	  	3.1
      	No
      Advance or Minimum Royalties 	5
      
	  	3.2
      	Primary
      Term 	6
      
	  	3.3
      	Continuing
      Term 	6
      
	  	3.4
      	Adjustment
      of Term Extension Payment Amounts 	7
      
	  	3.5
      	Right
      of First Refusal 	8
      
	 	 	 	 
	4.0
      	Royalty
      	9
      
	  	4.1
      	Definitions
      	9
      
	  	4.2
      	Payment
      of Royalty 	11
      
	  	4.3
      	Calculation
      of Royalty 	11
      
	  	4.4
      	Manner
      of Payment 	12
      
	  	4.5
      	Depository
      Bank 	13
      
	  	4.6
      	Objections
      to Payments 	14
      
	  	4.7
      	Sampling,
      Assay, and Analysis 	14
      
	  	4.8
      	Commingling
      of Ores 	15
      
	  	4.9
      	Adjustment
      of Price Thresholds 	15
      
	  	4.10
      	Confidentiality
      of Information Acquired by Royalty Holders 	16
      
	 	 	 	 
	5.0
      	Not
      Used. 	16
      
	 	 	 
	6.0
      	Pooling
      	16
      
	  	6.1
      	Unit
      Size 	16
      
	  	6.2
      	Commingling
      of Solutions from Pooled Unit 	17
      
	  	6.3
      	Notification
      of Pooling 	17
      
	 	 	 	 
	7.0
      	Not
      Used. 	17
      
	 	 	 
	8.0
      	Confidentiality
      	17
      
	 	 	 
	9.0
      	Inspection
      	18
      







	10.0
      	Indemnification
      	19
      
	 	 	 
	11.0
      	Insurance
      	20
      
	  	11.1
      	Worker's
      Compensation Insurance 	20
      
	  	11.2
      	General
      Public Liability and Property Damage 	20
      
	  	11.3
      	Automobile
      Public Liability and Property Damage Insurance 	20
      
	  	11.4
      	Excess
      Umbrella Coverage 	20
      
	 	 	 	 
	12.0
      	Operations;
      Compliance with Laws 	21
      
	 	 	 
	13.0
      	Removal
      of Equipment and Other Property 	21
      
	 	 	 
	14.0
      	Assignment-Change
      of Ownership 	22
      
	  	14.1
      	Lessor's
      Right of Assignment 	22
      
	  	14.2
      	Lessee's
      Right of Assignment 	22
      
	  	14.3
      	Lessor's
      Written Approval of Encumbrances 	22
      
	  	14.4
      	Change
      of Ownership 	23
      
	 	 	 	 
	15.0
      	Force
      Majeure 	23
      
	 	 	 
	16.0
      	Default
      	  	24
      
	 	 	 	 
	17.0
      	Warranty
      	25
      
	 	 	 
	18.0
      	Lessor
      Interest 	25
      
	 	 	 
	19.0
      	Taxes
      and Liens 	26
      
	 	 	 
	20.0
      	Termination
      	26
      
	 	 	 
	21.0
      	Adverse
      Claim 	27
      
	 	 	 
	22.0
      	Conflicts
      Regarding Excluded Substances 	27
      
	 	 	 
	23.0
      	Notices
      	28
      
	 	 	 
	24.0
      	Payment
      of Funds and Agency of Carrier 	29
      
	 	 	 
	25.0
      	Place
      for Payment and Permissible Venue 	29
      
	 	 	 
	26.0
      	Lease
      Controls Payments 	29
      
	 	 	 
	27.0
      	Apportionment
      of Payments to Lessor 	30
      
	 	 	 
	28.0
      	Homestead
      	30
      
	 	 	 
	29.0
      	No
      Waiver of Implied Covenants 	30
      
	 	 	 
	30.0
      	Entire
      Agreement 	30
      
	 	 	 
	31.0
      	Binding
      Effect 	30
      
	 	 	 
	32.0
      	Headings
      	31
      
	 	 	 
	33.0
      	Definitions
      	31
      
	 	 	 
	34.0
      	Separate
      Tracts for Royalties 	33
      
	 	 	 
	35.0
      	Savings
      Clause 	33
      
	 	 	 
	36.0
      	Time
      is of the Essence 	34
      


iii 




AMENDED AND RESTATED URANIUM SOLUTION MINING LEASE 

THIS AMENDED AND RESTATED URANIUM SOLUTION MINING LEASE
("Lease") is entered into on ________ ___, 2016 (the “Amendment Date”),
effective June 1, 2004 (the “Effective Date”), by and between: 

MESTEÑA UNPROVEN, LTD., a Texas limited
partnership (“Mesteña Unproven”), JONES RANCH MINERALS UNPROVEN, LTD., a Texas
limited partnership (“Jones Unproven”), MESTEÑA PROVEN, LTD., a Texas limited
partnership (Mesteña Proven”), and JONES RANCH MINERALS PROVEN, LTD., a Texas
limited partnership (“Jones Proven”); and

LEONCITO PROJECT, L.L.C., a Texas limited liability company
("Lessee"), and, as to Subparagraph 10.0(b) only, Energy Fuels Holdings Corp., a
Delaware corporation (“EFHC”). 

Mesteña Unproven, Jones Unproven and Mesteña Proven are
together referred to herein as “Lessor.” Mesteña Unproven, Jones Unproven,
Mesteña Proven and Jones Proven are together referred to herein as the “Royalty
Holders.” 

R E C I T A L S 

WHEREAS, Lessor and Lessee entered into that certain Uranium
Solution Mining Lease, dated June 1, 2004 (the “2004 Lease”); 

WHEREAS, Lessor and Lessee wish to amend and restate the terms
and conditions of the 2004 Lease by and through this Lease; and 

WHEREAS, Lessor acknowledges that Lessee has entered into a
Uranium Mining Contract dated June 1, 2004, with LEONCITO PLANT, L.L.C., a Texas
limited liability company, which will provide a plant, well field and related
facilities (collectively, the “Existing Plant”) to Lessee, and with MESTEÑA
URANIUM, L.L.C., a Texas limited liability company, which will act as agent and
provide operational mining services and expertise pertaining to the exercise and
enjoyment of Lessee's rights and operations under this Lease. 




W I T N E S S E T H: 

1.0    
Grant 

1.1     Leased
Substances: For and in consideration of the sum of Ten Dollars
($10.00) and other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, and in further consideration of the royalties,
conditions, limitations, covenants and agreements contained in this Lease,
Lessor does grant, demise, lease and let exclusively unto Lessee and Lessee’s
successors and permitted assigns all uranium, thorium, vanadium, molybdenum,
other fissionable minerals, and associated minerals and materials, meaning
minerals and materials associated with and necessarily produced as an incident
to the mining and extraction of the foregoing specifically named minerals by the
methods permitted by this Lease and utilized by Lessee ("Leased Substances"),
all lying in, on or under the lands situated in Brooks County, Texas, described
on Exhibit "A" attached hereto and incorporated into this Lease for all purposes
("Leased Premises"). Lessor retains and specifically excludes from the grant of
this Lease oil, gas, casinghead gas, casinghead gasoline, condensates and
associated hydrocarbon substances, sulfur, coal, lignite, iron ore, all other
minerals and materials, and retains and excludes sand, gravel, fill dirt and
caliche ("Excluded Substances"), unless any such sand, gravel, fill dirt or
caliche are mined primarily for their content of Leased Substances, are
associated with the Leased Substances, are removed as a part of the operations
related to the mining and extraction of Leased Substances, and are not otherwise
used or sold by Lessee. For the purpose of this Paragraph 1.0, the removal of
any sand, gravel, fill dirt or caliche for the purpose of leveling the surface
in constructing roads or other improvements which are reasonably necessary in
Lessee's operations on the Leased Premises, without hauling the same, shall not
be construed as being otherwise used or sold by Lessee. In addition, Lessee's
hauling any such sand, gravel, fill dirt or caliche for the use or benefit of
Lessor shall not be construed as being otherwise used or sold by Lessee. 

The Leased Premises shall, for purposes of this Lease, be
considered to be 4,597.67 acres, whether there actually be more or less. 

1.2     Use of Leased
Premises: Subject to the terms, conditions and covenants
contained in this Lease, the Leased Substances are leased together with, and
Lessor grants to Lessee, its successors and permitted assigns, all rights and
privileges attendant to ownership of the mineral estate created by and pursuant
to the terms and conditions of this Lease of the Leased Premises, including but
not limited to: 

1 




1.2.1     the right of
ingress and egress to, from and upon the Leased Premises; 

1.2.2     the right to use so
  much of the surface and subsurface of the Leased Premises, as may be reasonably
  necessary to survey, explore, prospect, drill, develop, extract, mine, produce,
  own, save, store, stockpile, beneficiate, process, treat, dispose, upgrade,
  concentrate, mill, preserve, remove, ship, transport, sell, market or deal in
  any other lawful way with anyone or more of the Leased Substances; provided,
  Lessee shall mine only by in-situ leaching methods and shall not strip mine or
  mine by open pit methods or by traditional underground methods involving adits,
shafts, tunnels, drifts and other open workings; 

1.2.3     the right to
construct, install, use, maintain, repair and replace, buildings, shops,
machinery, facilities, and structures of whatever nature, roads, senderos,
wells, lined waste water holding ponds, deep disposal wells, pits for drilling,
dumps, pipelines, telephone lines, electricity transmission and distribution
lines and transportation facilities and other utilities in, on and under the
Leased Premises and the right to relocate and remove the same subject to and in
accordance with the Surface Use Agreement; 

1.2.4     the right to inject
gas, waters, brines, other fluids, air and any other substances into the
ore-bearing sub-surface strata of the Leased Premises; 

1.2.5     the right to
dispose of waste substances and materials which have originated from the Leased
Premises, Offsite Substances, or waste substances and materials discharged by or
in connection with the Existing Plant in deep disposal wells in accordance with
the terms of this Lease and the permits, rules, regulations and orders of the
Texas Commission on Environmental Quality, the Texas Railroad Commission and
other governmental agencies having jurisdiction thereof; 

1.2.6     the right to
construct, install, use, maintain, repair and replace pipelines running from or
across the Leased Premises for the purpose of moving Leased Substances and Offsite Substances to the Existing Plant and/or moving waste
substances and materials to deep disposal wells located on the Leased Premises
or on lands outside of the Leased Premises; 

2 




1.2.7     the right to
conduct restoration and reclamation operations on the Leased Premises; and 

1.2.8     such additional
rights as are reasonably necessary for the purpose of exercising the rights and
privileges granted by this Lease. The parties further acknowledge and agree that
Lessee is granted by this Lease the exclusive right to conduct exploration,
development and production activities on the Leased Premises, provided that
prior to commencement of production activities, Lessee shall not conduct
exploration activities (i) during the period of time designated by the Texas
Department of Parks and Wildlife as the regular deer hunting season in Brooks
County, Texas or (ii) which use explosives unless it first obtains the express
written consent of Lessor. 

1.3     Effective
Date: The parties executed this Lease (as an amendment to and
restatement of the 2004 Lease) on _________ __, 2016 (the “Amendment Date,” as
defined in the Preamble above). However, the Effective Date of this Lease (as
defined in the Preamble above) shall be deemed the June 1, 2004 Effective Date
of the 2004 Lease.

2.0    
Stipulations: Notwithstanding the general provisions of
the foregoing paragraphs, Lessor and Lessee agree and stipulate as follows: 

2.1     Surface Owner’s
Use of Surface: Lessee acknowledges that the Surface Owner has
and the Lessors have the right to use the surface of the Leased Premises for any
lawful purpose, so long as the Surface Owner’s or Lessors’ use thereof does not
unreasonably interfere with the rights, interest and privileges granted to
Lessee under this Lease. 

2.2     Facilities and
Other Improvements: The facilities and other improvements which
Lessee may construct or install on the Leased Premises pursuant to Subparagraph
1.2 of this Lease shall be confined to those reasonably deemed convenient or
necessary by Lessee for surveying, exploring, prospecting, drilling, developing,
extracting, mining, producing, owning, saving, storing, stock piling,
beneficiating, processing, treating, disposing, upgrading, concentrating,
milling, preserving, removing, shipping, transporting, selling, marketing, reclaiming, restoring or dealing in any other lawful way with
(i) the Leased Substances, (ii) minerals, metals and materials the same as or
similar to the Leased Substances that are removed from lands outside of the
Leased Premises (“Offsite Substances”), or (iii) waste substances and materials
from such Leased Substances or Offsite Substances.

3 




2.3     Lessee's Use of
Water: Lessor acknowledges Lessee's right to reasonable use of
water from the Leased Premises for operations, subject to the provisions of the
Surface Use Agreement and applicable law.

2.4     Surface Owner’s
Water Supplies: Lessee shall not use water from the Surface
Owner’s wells, tanks, or surface reservoirs except as provided under the Surface
Use Agreement and in accordance with applicable law.

2.5    
Plugging: Lessee agrees that it will plug or fill-in
any exploratory or development test holes or other holes dug or drilled by it on
the Leased Premises in such manner as to comply with all regulations and rules
of any governmental authority applicable to operations under this Lease and to
prevent cave-ins. In plugging or filling such holes, the topmost part of any
casing shall be cut-off 36" below the surface so that the top 36" of all holes
shall be filled with topsoil. Lessee further agrees that in the event any
saltwater-bearing sand is penetrated by one of Lessee's holes, the same will be
plugged with cement in such a manner as to prevent passage of any fluid into the
hole above or below such saltwater-bearing sand. 

2.6   
 Contamination: Lessee shall perform all
activities on the Leased Premises in a good and workmanlike manner and in
accordance with locally prevailing industry standards and applicable law. Lessee
shall exercise due care to protect and prevent the Leased Premises from becoming
contaminated as a result of Lessee's operations. Contamination means changes to
the surface, subsurface, water sands or ore bearing sands from their pre-mining
condition through the addition of radioactive or chemical substances to an
extent that requires any response action under federal or state law or renders
the surface, subsurface, water sands or ore bearing sands unsafe or unfit for
uses for which they were otherwise safe and fit before the commencement of
Lessee’s operations; provided, however, upon the release by all
applicable regulatory authorities of Lessee’s reclamation and other obligations
under all required licenses and permits, all such surface, subsurface, water
sands and ore bearing sands that were subject to such licenses and permits shall be deemed to be safe and fit
for uses for which they were otherwise safe and fit before the commencement of
Lessee’s operations.

4 




Lessee's obligations relative to the cleanup and restoration of
any contamination on the Leased Premises are set forth in the Surface Use
Agreement and shall be performed in accordance with applicable law.

2.7     Unauthorized
Activities: Lessee shall conduct all operations on the Leased Premises
in accordance with the LEONCITO RANCH RULES attached hereto as Exhibit B. 

2.8     Title
Opinions: Lessee shall promptly deliver to Lessor a copy of any
title opinion covering all or any part of the Leased Premises obtained by Lessee
or made available to Lessee during the continuation of this Lease. From time to
time and upon reasonable request made by Lessor to Lessee, Lessor shall have the
right at its own costs and expenses to receive copies of abstracts of title
acquired by Lessee. Upon termination of this Lease, Lessee shall deliver to
Lessor any abstracts of title acquired by Lessee which cover all or any portion
of the Leased Premises. Although it is anticipated that Lessee will obtain
abstracts and title opinions covering all or a portion of the Leased Premises
prior to mining, Lessee shall not be required to do so for the benefit of
Lessor. The delivery of such opinions or abstracts and the reliance thereon
shall create no liability or responsibility on Lessee, the addressee, or the
author of any such opinion or the preparer of any such abstract.

3.0     No Advance or
Minimum Royalties; Lease Term: Unless sooner terminated pursuant
to the provisions of Subparagraphs 3.1 or Paragraph 20.0 of this Lease and
subject to the other provisions of this Lease, this Lease shall remain in force
and effect for the Primary Term, as set forth in Subparagraph 3.2 below, and for
a Continuing Term as set forth in Subparagraph 3.3 below. 

3.1     No Advance or
Minimum Royalties: As of the Amendment Date, Lessor acknowledges
and agrees that any and all obligations of Lessee under this Lease or any prior
versions thereof in regard to any Advance Royalties or Minimum Royalty Payments
(as such terms are defined under the 2004 Lease) have been fully and finally
satisfied, and Lessee has no further payment obligations to Lessor under this
Lease or any prior versions thereof except for any Term Extension Payments (defined below) elected by Lessee
pursuant to Subparagraph 3.2, below, and any Royalties payable by Lessee
pursuant to Paragraph 4.0 below.

5 




3.2     Primary
Term: Subject to all of the terms and provisions of this Lease,
this Lease shall be for a term of fifteen (15) years from the Amendment Date (as
may be extended pursuant to this Subparagraph 3.2, the "Primary Term") and shall
remain in force and effect after the Primary Term until terminated pursuant to
the provisions of this Lease; provided, however, Lessee shall have the
option to extend the Primary Term for an additional fifteen (15) years upon
payment to Lessor of $1,250,000.00 (such amount being subject to adjustment
pursuant to Subparagraph 3.4 below) on or before the last day of the fifteenth
year from the Amendment Date. Any payments made by Lessee under this
Subparagraph 3.2 for purposes of extending the Primary Term (“Term Extension
Payments”) shall be made by wire transfer to an account designated by
Lessor.

3.3     Continuing
Term: Unless sooner terminated pursuant to the provisions of
Paragraph 20.0 of this Lease and subject to the other provisions of this Lease,
this Lease shall remain in force and effect (i) as long after the Primary Term
as Lessee is continuously engaged in any mining, development, production,
processing, treating, restoration or reclamation operations on the Leased
Premises, or lands within a pooled unit pursuant to the provisions of Paragraph
6.0 of this Lease, or (ii) as long after the Primary Term as this Lease may be
maintained in force and effect under any of the other provisions contained in
this Lease including, but not limited to, periods of Force Majeure as defined in
Paragraph 15.0 of this Lease (the "Continuing Term"). Lessee shall be considered
to be continuously engaged in mining, development, production, processing,
treating, restoration or reclamation operations unless and until, from and after
the end of the Primary Term, or any time thereafter, a period of three hundred
and sixty-five (365) consecutive days elapses in which no such operations are
conducted on the Leased Premises or lands pooled therewith, excluding, however,
periods of Force Majeure as provided in this Lease. For purposes hereof, Lessor
acknowledges as of the Amendment Date that no circumstance or event is occurring
or has occurred, including any lapse in or cessation of required operations,
that would give rise to any termination or right of termination of this Lease by
Lessor. Lessee shall give Lessor written notice of the date on which production
begins and the date on which production ceases and full restoration begins, in
each case within thirty (30) days after the date in question. Notwithstanding anything to the
contrary stated herein, if a deep disposal well for waste substances and
materials has been installed on the Leased Premises during the Primary Term or
the Continuing Term, this Lease and all of Lessee’s rights (and all of Lessee’s
obligations directly attendant to such rights) under this Lease deemed
reasonably necessary or convenient by Lessee to access, operate, repair,
replace, maintain and otherwise use such disposal well for its intended purpose
(including but not limited Lessee’s right to construct, install, use, maintain,
repair and replace pipelines across the Leased Premises to connect to such
disposal well), and to conduct restoration and reclamation operations in
connection with such disposal well as may be required, shall continue for as
long after the Continuing Term (or, if this Lease by its terms does not extend
past the Primary Term, as long after the Primary Term) as the Existing Plant
remains licensed to process radioactive materials; provided, however, Lessee’s rights hereunder shall be limited to those areas of the Leased Premises
(above and below ground) reasonably related to Lessee’s use of such disposal
well and shall not include rights (or obligations directly attendant to such
rights) relating to prospecting or exploration for or mining, extraction,
production, stock piling, beneficiating, processing, selling or marketing of
Leased Substances or Offsite Substances.

6 




3.4     Adjustment of
Term Extension Payment Amounts: The actual amount of any Term
Extension Payment made under Subparagraph 3.2 above shall be subject to increase
(but not decrease) based on changes in the Producer’s Price Index for Finished
Goods (not seasonally adjusted) (“PPI”) published by the United States
Department of Labor, Bureau of Labor Statistics, on its official website
(http://www.bls.gov/ppi/data.htm). An increase, if any, in the amount of
a particular Term Extension Payment shall be determined by dividing the PPI
value for the month immediately preceding the month of the due date of the Term
Extension Payment (the “comparison month”) by the PPI value for the month of the
Amendment Date (the “base month”) and, if the quotient is greater than 1.0,
multiplying the quotient by $1,250,000 to determine the adjusted amount of the
Term Extension Payment. If, however, the quotient is less than 1.0, the amount
of the subject Term Extension Payment shall remain $1,250,000. For purposes of
the foregoing PPI comparison, all calculations shall be based on the latest
versions of index data available as of the first day of the month of the due
date of the Term Extension Payment. If the PPI data for the comparison month of
a particular Term Extension Payment are not available as of the first day of the
month of the due date of such Term Extension Payment, the PPI data for the month immediately preceding the comparison
month shall be used instead. If the PPI data for the month immediately preceding
the comparison month are not available, the PPI data for the next immediately
preceding month shall be used. If the PPI data for the next immediately
preceding month are not available, Lessee and Lessor shall agree upon a
substitute index. 

7 




3.5     Right of First
Refusal: If this Lease does not remain in effect for the Continuing Term
pursuant to Subparagraph 3.3 above, but rather terminates upon expiration of the
Primary Term under Subparagraph 3.2 above (either fifteen years or, if extended,
thirty years from the Amendment Date), Lessee shall have for a period of five
(5) years after termination a right of first refusal on any uranium solution
mining lease (including without limitation any lease or other agreement or
document that would provide the right to mine or extract uranium from the Leased
Premises in any way or circumstances) (a “Lease Agreement”) and/or uranium
exploration and lease option agreement (including without limitation any option,
agreement or other document that would provide the right to explore for uranium
or the right to enter into a Lease Agreement under any circumstances) (an
“Exploration or Option Agreement”) for all or any portions of the Leased
Premises.

If at any time during the five-year period of Lessee’s right of
first refusal Lessor receives an offer in respect of any Lease Agreement or
Exploration or Option Agreement for all or any portions of the Leased Premises
that Lessor is willing to accept (“Proposed Lease or Option Agreement”), Lessor
shall give Lessee written notice of such Proposed Lease or Option Agreement
(“ROFR Notice”) including a description of the subject properties (sufficient to
identify with particularity the location and boundaries of such properties), the
length of term, the amounts of any payments (royalties, bonus payments,
extension payments, etc.) and any other material terms in respect of such
Proposed Lease or Option Agreement.

Lessee shall have sixty (60) days from the delivery date of the
ROFR Notice to provide written notice to Lessor that Lessee desires to enter
into a Lease Agreement or Exploration or Option Agreement (as the case may be)
with Lessor or its affiliates on the terms identified in the ROFR Notice. If
Lessee provides such written notice within the required sixty-day notice period,
then Lessor agrees to enter into a Lease Agreement or Exploration or Option
Agreement (as the case may be) on the terms identified in the ROFR
Notice. If Lessee fails or refuses to enter into such Lease Agreement or
Exploration or Option Agreement (as the case may be) within thirty (30) days
after Lessee provides such written notice to Lessor for any reason other than
Lessor’s failure or refusal to enter into such Lease Agreement or Exploration or
Option Agreement, Lessee shall be deemed to have declined its right of first
refusal hereunder and such right of first refusal shall terminate (but only with
respect to the properties described in the ROFR Notice). 

8 




If Lessee fails to provide written notice to Lessor that Lessee
desires to enter into a Lease Agreement or Exploration or Option Agreement (as
the case may be) on the terms identified in the ROFR Notice within the required
sixty-day notice period (or provides written notice that it declines to exercise
its right of first refusal), Lessee shall be deemed to have declined its right
of first refusal hereunder (but only with respect to the properties described in
the ROFR Notice) and Lessor thereafter shall have the right, for a period of one
hundred and twenty (120) days, to enter into a Lease Agreement or Exploration or
Option Agreement (as the case may be) on the same terms identified in the ROFR
Notice; provided, however, if Lessor fails to enter into such Lease
Agreement or Exploration or Option Agreement within one hundred and twenty days
after the expiration of Lessee’s sixty-day notice period, Lessee’s right of
first refusal shall be revived, and Lessor shall again follow the provisions of
this Subparagraph 3.5 before it enters into any Lease Agreement or Exploration
or Option Agreement in respect of all or any portions of the Leased
Premises.

4.0    
Royalty: As of the Amendment Date, Lessor hereby
reserves for the benefit of, and Lessee shall be obligated to hold and pay over
to, the Royalty Holders a Royalty (as defined below) pursuant to the following
terms and conditions of this Paragraph 4.0. 

4.1    
Definitions: Unless otherwise defined herein, all
capitalized terms in this Paragraph 4.0 shall have the following meanings: 

“Allowable Deductions”, calculated on a per pound basis,
mean sales brokerage costs; transportation costs of transporting U3O8
concentrates from the processing facility to the conversion facility; weighing
and assaying charges at the converter; and any U3O8 penalties, surcharges or
deductions levied by the converter. 

9 




“Audit Period” means 12 months after receipt by the
Royalty Holders of any Quarterly Statement. 

“Commencement of Commercial Production” means the
earlier of (i) the date Lessee first publicly announces commercial production of
Product and (ii) the first date of the Quarter in which the Market Value of
Product sold in such Quarter equals or exceeds $50,000. 

“Depository Bank” has the meaning set forth in
Subparagraph 4.5. 

“Expert” has the meaning set forth in Subparagraph
4.3.3. 

“Market Value” has the meaning set forth in Subparagraph
4.3.1. 

“Minerals” means uranium oxide (also referred to herein
as U3O8), whether occurring in intimate depositional relationship with uranium
and recovered as secondary values during the mining, extraction, processing, or
treatment of uranium, and whether the same are known to exist in, on or under
the Leased Premises or are discovered after the Effective Date in, on or under
the Leased Premises and regardless of the method of extraction, mining or
processing of same, whether known to exist or invented or developed after the
Effective Date. 

“Net Uranium Price” means the Uranium Price less
Allowable Deductions. 

“Product” means all Minerals mined or extracted from the
Leased Premises. 

“Quarter” means a three month period commencing on
January 1, April 1, July or October 1 of any calendar year. 

“Quarterly Statement” has the meaning set forth in
Subparagraph 4.4. 

“Royalty” has the meaning set forth in Subparagraph 4.2.


“Royalty Holders” has the meaning set forth in the
Preamble of this Lease. 

“Uranium Price” means the actual sales price per pound
U3O8 received by Lessee or any of its affiliates for Product. 

10 




4.2     Payment of
Royalty: At all times after the Commencement of Commercial
Production, Lessee shall pay to the Royalty Holders, collectively, a royalty
(the “Royalty”) calculated according to the terms and conditions of Subparagraph
4.3, and subject to certain adjustments set out in Subparagraph 4.9, in the
following amounts:

(a)     7.5% of the Market Value of Product
sold at a Uranium Price greater than $95.00; 

(b)     6.25% of the Market Value of
Product sold at a Uranium Price greater than $65.00 and up to and including
$95.00; and 

(c)     3.125% of the Market Value of
Product sold at a Uranium Price of $65.00 or less.

4.3     Calculation of
Royalty

4.3.1     Market Value 

(a)      In the event Lessee or any of
its affiliates sells Product to anyone other than an affiliate, joint venture
partner or joint venture of which it or any of its affiliates is a member (i.e.,
an arms-length transaction), “Market Value” means the number of pounds of
Product multiplied by the Net Uranium Price. 

(b)     In the event Lessee or any of its
affiliates sells Product to an affiliate, joint venture partner or joint venture
of which it or any of its affiliates is a member (i.e., a non-arm’slength
transaction), “Market Value” shall mean the number of pounds of Product sold
multiplied by the Net Uranium Price that such affiliates receive in a subsequent
sale to a third party that is not an affiliate. However, if Lessee or any of its
affiliates sells or delivers Product to an affiliate, joint venture partner or
joint venture of which it or any of its affiliates is a member and there is no
subsequent sale to a third party in an arm’s-length transaction, “Market Value”
shall mean the number of pounds of Product delivered or sold (in a non-arm’s
length transaction) multiplied by (i) if Lessee and affiliates have one or more
long-term contracts, the average price that a buyer or buyers pay to Lessee and
its affiliates under long-term contracts in an arm’s length transaction or (ii)
if Lessee and its affiliates have no long-term contracts, the average UxU3O8
Spot Price as quoted in U.S. dollars in the Ux Weekly for subscription
holders for the calendar month immediately preceding the month of such sale,
less, if applicable, Allowable Deductions.

11 




4.3.2     Sale of Raw
Ores, etc.; Other Leased Substances: In the event Lessee or any of its
affiliates sells uranium-bearing ores in a raw state or uranium-bearing mine
waters, leachates, pregnant liquors or slurries, produced by in situ, mine
dewatering or other solution mining processes (“Raw Ore or Solutions”) or
produces or sells any other Leased Substances (i.e., Leased Substances other
than uranium), Lessee and the Royalty Holders, acting reasonably, will negotiate
to arrive at a comparable royalty value, adjusted for the changes in the mode of
the transaction, the stage in the mining and milling process, and the valuation.


4.3.3     Expert
resolution: If any index or publication used to determine Market Value under
Subparagraph 4.3.1(b) is discontinued, Lessee and the Royalty Holders shall use
the average of the spot prices or quotations for Product for immediate delivery
as reported in such other publication or source as is generally recognized in
the mining industry as reflecting the price or quotation at which Product is
being offered for sale and purchase, or, if no such publication or source is
available, the price at which Product is or was being offered for sale and
purchase for immediate delivery from the uranium mill or processing facility
nearest the Leased Premises. If Lessee and the Royalty Holders cannot reach
agreement concerning the method to determine Market Value within 30 days, then
an expert (the “Expert”) shall be selected by Lessee and the Royalty
Holders from the list of experts set forth in Schedule 1 (as such list
may be supplemented or otherwise modified from time to time), attached hereto
and incorporated herein. In selecting the Expert to resolve a specific dispute,
the Royalty Holders (together) and Lessee (starting with the Royalty Holders and
thereafter alternating between the Royalty Holders and Lessee for each dispute
thereafter) shall alternate in deleting one name from the list of expert
candidates until only one such expert shall remain, which remaining expert shall
be the Expert with regard to that dispute. 

4.4     Manner of
Payment: Royalty payments shall become due and payable quarterly on the
thirtieth (30th) day of the month following the last day of the Quarter in which
the same accrue. Royalty payments shall be by wire transfer and shall be
accompanied by a settlement sheet showing the quantities and grades of Minerals
mined or extracted from the Leased Premises for sale or processing, including all
statements or reports that are used for assay of samples which are the basis of
any Royalty and other pertinent information in sufficient detail to explain the
calculation of the Royalty payment (“Quarterly Statement”). 

12 




4.5     Depository
Bank: The payment or tender of Royalties provided for in this Lease may
be made by check or draft of Lessee delivered to the parties entitled thereto,
or delivered to the following bank (the “Depository Bank”) to the Royalty
Holders’ credit: Frost Bank, 802 N. Carancahua St., Corpus Christi, Texas 78401.
Such bank and its successors are the Royalty Holders’ agents and shall continue
as depository for such payments payable hereunder, regardless of changes in
ownership of the Leased Premises, Leased Substances or Royalty. If such bank (or
any successor bank) should fail, liquidate, or be succeeded by another bank, or
for any reason fail or refuse to accept the Royalty, Lessee shall not be in
default for failure to make such payment or tender of Royalties, until thirty
(30) days after the party or parties entitled thereto shall deliver to Lessee a
proper recordable instrument naming another bank as agent to receive such
payment or tender. If there is more than one Royalty Holder, such Royalty
Holders may, at any time, and from time to time, deliver to Lessee (on a form
approved by Lessee) written instructions signed and acknowledged by all of the
Royalty Holders, stipulating to the allocation among themselves of any type of
payment required by this Lease and as to such payments which become due thirty
(30) days or more after receipt by Lessee of such written instructions, Lessee
shall pay or tender such payments to the Royalty Holders in accordance with such
stipulated allocations, or, at Lessee's option, Lessee may deliver such payments
of any or all Royalty to the Depository Bank to their credit in accordance with
such stipulated allocations. At no time shall there be more than one Depository
Bank. The payment of any and all Royalties, in the proper amount or amounts as
provided for in this Lease, to the Depository Bank or its successor shall be a
full waiver and discharge of Lessee of and from any and all liability to the
Royalty Holders for any part of such Royalty. Lessee shall not be responsible at
any time for the disposition or disbursement by any such depository of all or
any part of any moneys received by it, unless such payment or tender is not made
in accordance with the terms and provisions of this Lease. As provided in
Subparagraph 14.4 of this Lease, all references in this Lease to the “Royalty
Holders” shall include the successors and assigns of the Royalty Holders as
reflected in the instruments and evidence furnished to Lessee pursuant to the
requirements of Subparagraph 14.4 of this Lease. 

13 




4.6     Objections to
Payments: All Royalty payments shall be considered final and in full
satisfaction of all obligations of Lessee with respect thereto unless the
Royalty Holders give Lessee written notice describing and setting forth a
specific objection to the calculation thereof within the Audit Period. During
the Audit Period, the Royalty Holders shall have the right to have Lessee’s
accounts and records relating to calculation of the Quarterly Statement in
question audited by a representative of the Royalty Holders. If such an audit
confirms any deficits or excess in the payment made to the Royalty Holders
pursuant to the Quarterly Statement in question, Lessee shall adjust the next
Quarterly Statement following completion of such audit to account for such
deficits or excess in payment. The Royalty Holders shall pay all costs of any
such audit unless the amount of a particular Royalty payment made to the Royalty
Holders hereunder as calculated by the audit requires a payment to the Royalty
Holders to correct a deficit, in which case Lessee shall pay all costs of such
audit. For the purpose of determining the amount of a Royalty payment, all
figures, accounts and records used in connection with the calculation of such
payment shall be determined in accordance with generally accepted accounting
principles and from accounts maintained by Lessee in connection with its
operations on the Leased Premises. Failure on the part of the Royalty Holders to
make a claim against Lessee for an adjustment in the Audit Period shall
establish the correctness of the particular Quarterly Statement and preclude the
filing of exceptions to such Quarterly Statement or making of claims for
adjustment to such Quarterly Statement, and in the absence of fraud, the Royalty
Holders expressly waive any claim or cause of action with respect to such
Quarterly Statement. 

4.7     Sampling,
Assay, and Analysis: Any determination of weight, volume,
moisture content, amenability, or pay metal content, and any sampling and
analysis shall be made in accordance with sound mining and metallurgical
practices and standard sampling and analysis procedures prevailing in the
industry. The Royalty Holders shall have the right to have a representative
present at the time samples are taken. The Royalty Holders shall be furnished at
their request with a portion of all samples taken for analysis of ore,
leachates, pregnant liquors, or pregnant slurries or other compounds or products
mined or extracted from the Leased Premises. Split samples shall be retained by
Lessee for later analysis by an independent referee selected by mutual agreement
of Lessee and the Royalty Holders and, in the event of a dispute concerning
Lessee’s assay of samples, Royalty payments shall be based on the assay results
determined by such independent referee. All statements or
reports wherein Lessee’s assay of samples are set forth shall be conclusively
presumed to be true and correct, unless, within one hundred and eighty (180)
days after such statements or reports are delivered to the Royalty Holders, the
Royalty Holders make written objection thereto and demand an assay by the
independent referee; and unless such objection and demand is made within such
one hundred eighty (180) day period, Lessee shall have no duty to preserve the
split samples after the end of such one hundred eighty (180) day period. The
cost of the independent referee shall be paid by the party whose assay shows the
greatest variance from that of the independent referee. 

14 




4.8     Commingling of
Ores: Lessee shall have the right to commingle Leased Substances
(whether or not in solution) mined and removed from the Leased Premises with
Offsite Substances (whether or not in solution) mined and removed from lands
outside of the Leased Premises (including without limitation lands pooled with
the Leased Premises pursuant to the provisions of Paragraph 6.0 of this Lease)
after the quantity and mineral content of such Leased Substances and such
Offsite Substances have been determined in accordance with standard periodic
sampling and analysis procedures.

4.9     Adjustment of
Price Thresholds: For any given Royalty payment, the $95.00 and $65.00
price thresholds set out in Subparagraph 4.2 above shall be subject to increase
(but not decrease) based on changes in the Producer’s Price Index for Finished
Goods (not seasonally adjusted) (“PPI”) published by the United States
Department of Labor, Bureau of Labor Statistics, on its official website
(http://www.bls.gov/ppi/data.htm). An increase, if any, in the $95.00 and
$65.00 price thresholds for calculating a Royalty payment shall be determined by
dividing the PPI value for the second month of the Quarter during which the
subject Royalty accrued (the “comparison month”) by the PPI value for the month
of the Amendment Date (the “base month”) and, if the quotient is greater than
1.0, multiplying the quotient by $95.00 and $65.00, respectively, to determine
the adjusted thresholds for calculating the subject Royalty payment. If,
however, the quotient is less than 1.0, the subject Royalty payment shall be
calculated using the existing $95.00 and $65.00 thresholds. For purposes of the
foregoing PPI comparison, all calculations shall be based on the latest versions
of index data available on the last day of the Quarter during which the subject
Royalty accrued. If the PPI data for the comparison month of any Quarter are not
available as of the last day of such Quarter, the PPI data for the immediately preceding month shall be used instead.
If the PPI data for the immediately preceding month are not available, the PPI
data for the next immediately preceding month shall be used. If the PPI data for
the next immediately preceding month are not available, Lessee and the Royalty
Holders shall agree upon a substitute index.

15 




4.10    
Confidentiality of Information Acquired by Royalty Holders:
All information developed or acquired by the Royalty Holders as a result of
exercising their rights under this Paragraph 4.0, including their right to visit
the Leased Premises or audit Lessee’s records relating to preparation of
Quarterly Statements, and relating to mineral discoveries, ore reserves, mining
methods, plans and production schedules, terms of agreements, ownership
interests, shall be treated and kept as confidential and shall not be released
or made public without Lessee’s express prior written consent, which consent may
be withheld at Lessee’s sole discretion; provided, however,
nothing herein shall be construed to prohibit or to interfere with any
responsibility of the Royalty Holders to make reasonable disclosures required
under applicable securities or other laws. The Royalty Holders acknowledge and
agree that in the event of a breach of this covenant of confidentiality,
remedies at law may be inadequate and, without limiting any other remedy
available at law or equity, Lessee may enforce this covenant through injunction,
specific performance or other form of equitable relief or money damages or any
combination thereof. 

5.0     Not
Used. 

6.0    
Pooling: To facilitate production of Leased Substances
and Offsite Substances occurring in a single continuous ore body which lie under
or immediately adjacent to boundaries of the Leased Premises with other lands or
boundaries of separate tracts and to conserve the Leased Substances which might
otherwise not be produced, Lessee shall have the right and power to create
pooled units for the production of Leased Substances and Offsite Substances
under the following terms and conditions: 

6.1     Unit
Size: Each unit shall consist of an equivalent surface area of
not more than two and one-half (2.5) acres on each side of a boundary which
separates (i) two separate tracts or (ii) any tract in the Leased Premises from
other lands, provided however no unit shall extend more than one-hundred feet
(100') from the boundary in either direction. 

16 




6.2     Commingling of
Solutions from Pooled Unit: All wellhead solutions from the
production wells in the pooled unit shall be commingled into one tank and/or
pipeline. The volume and quality of such wellhead solutions shall be measured
periodically by Lessee prior to the time that production from the unit is
commingled with any other production from the Leased Premises or other lands and
prior to the time that any of such production is processed in the Existing Plant
or any other plant of Lessee on the Leased Premises. The royalties to be paid on
production from the production wells on the pooled unit shall be based upon the
percentage of ore in the pooled unit underlying the Leased Premises, determined
by Lessee from an isopach map of the ore body established prior to production
from a logging of the Leased Premises. 

6.3     Notification of
Pooling: After thirty (30) days’ notice to Lessor including a
unit designation and plat of the proposed pooled unit, Lessee may exercise its
rights to create pooled units under this Lease by filing a designation of pooled
unit in the real property records of the county in which the Leased Premises lie
and furnishing a copy of such designation to Lessor. Lessee may terminate such
pooled unit at any time by filing a notice of termination in the records of the
same county and furnishing a copy of such termination to Lessor. 

7.0     Not
Used. 

8.0    
Confidentiality: To the extent any information obtained
by Lessor or the Royalty Holders in connection with this Lease is “Confidential
Information” (as defined below), the Confidential Information will be kept
confidential until termination of the Lease as to that portion of the Leased
Premises to which such information pertains. Confidential Information shall not,
without Lessee’s prior written consent, be disclosed by Lessor or the Royalty
Holders to third parties in any manner whatsoever, in whole or in part, other
than by Lessor or the Royalty Holders to their respective boards of directors,
officers, attorneys, agents, representatives, consultants or employees, except
as specifically allowed or authorized under the terms of this Lease. Lessor and
the Royalty Holders shall be obligated to require authorized recipients of
Confidential Information pursuant to the foregoing sentence to maintain such
information as confidential in accordance with this Paragraph. 

The term “Confidential Information” shall include all
information required to be delivered to Lessor or the Royalty Holders under any
provision of this Lease that pertains to the Leased Premises or the Royalty, except it shall not include any
information or any portion of such information that (i) is now or hereafter
becomes available to Lessor or the Royalty Holders or anyone else on a
non-confidential basis; (ii) is already in Lessor’s or the Royalty Holders’
possession and not subject to a confidentiality agreement with Lessee or a third
party; (iii) is not held as confidential by Lessee; (iv) is filed with or is
required to be filed with a governmental or regulatory agency, commission or
department; or (v) is obtained pursuant to discovery under the Texas or Federal
Rules of Evidence in any future lawsuit. 

17 




In the event any third party requests that Lessor or the
Royalty Holders produce such Confidential Information pursuant to or as part of
any judicial and/or administrative proceeding, Lessor and the Royalty Holders
agree to use reasonable efforts to give Lessee notice of said third party
request for production prior to the date said Confidential Information is to be
produced in order to give Lessee the opportunity to file a motion for protective
order or some similar objection to the requested production. In the event Lessee
fails to timely file a motion for protective order or similar objection, Lessee
agrees that Lessor or the Royalty Holders (as applicable) may tender the
requested Confidential Information to the requesting party or to the court or
administrative agency without any liability for disclosure hereunder whatsoever.
Otherwise, Lessee agrees that Lessor or the Royalty Holders (as applicable) may
abide by the order of the court or administrative agency without any risk of
liability hereunder whatsoever. In any event, Lessor or the Royalty Holders (as
applicable) will only furnish that portion of the Confidential Information that
Lessor or the Royalty Holders (as applicable) have been advised by opinion of
counsel is legally compelled or required to be provided.

9.0   
 Inspection: Lessor and the Royalty
Holders, or their respective duly authorized agents and representatives, shall
have the right at all reasonable times and at Lessor's and the Royalty Holders’
own risk and expense, to enter into and upon the Leased Premises and workings
thereon for the purpose of examining and inspecting the same and ascertaining
whether the terms and conditions of this Lease are being carried out and
performed by Lessee. The Royalty Holders or their duly authorized agents or
representatives, at the Royalty Holders’ cost and expense, shall at all
reasonable times have access to production records, sales records, payments and
other records pertinent and necessary for verifying the correctness of the
Quarterly Statements forwarded to the Royalty Holders by Lessee pursuant to
Subparagraphs 4.4 of this Lease. 

18 




10.0    
Indemnification:

(a)     Lessee and EFHC (but EFHC only
in respect of environmental-related claims as described in the following
paragraph (b) and no other claims) shall hold harmless, indemnify and defend the
Royalty Holders from and against any damages, costs (including attorney's fees),
suits or claims for damages, or injury to persons or property (including but not
limited to environmental-related claims as described in the following paragraph
(b)) caused by, arising out of, or resulting from the operations by Lessee,
Lessee's agents, employees, invitees or independent contractors on the Leased
Premises (the "Lessee's Indemnification"). The Lessee’s
Indemnification will apply even if the subject injury or
damage is caused in whole or in part by the negligence of Royalty
Holders, but will not apply to the extent such injury or damage is
caused by the gross negligence or willful misconduct of the
Royalty Holders. The Lessee’s Indemnification shall not be limited to
damages, compensation or benefits payable under insurance policies, workers’
compensation acts, disability benefit acts or other employees’ benefit acts.
This section shall survive the termination this Lease; provided, however, the
Lessee’s Indemnification set forth herein shall terminate upon the cessation of
mining in regard to the Leased Substances and the completion of applicable
reclamation requirements in the State of Texas as evidenced by a final notice of
approval of same issued by the Texas Commission on Environmental Quality, the
Surface Mining and Reclamation Division of the Railroad Commission of Texas or
other applicable agency within the State of Texas.

(b)     The Lessee's Indemnification
includes any and all claims arising out of or relating to acts or omissions of
Lessee (including Lessee's agents, employees, invitees or independent
contractors) that cause or result in: (a) discharge of hazardous substances (as
defined by any federal, state or local environmental law or regulation), the
threat of discharge of hazardous substances, or the presence of hazardous
substances affecting the Leased Premises (other than the generation, storage,
treatment, discharge, location or presence of hazardous substances permitted by
and in accordance with law or applicable regulations, licenses and permits); and
(b) removal costs, remedial costs, response costs, and assessment costs,
incurred or required by federal, state or local government, with respect to such
hazardous substances. 

19 




11.0    
Insurance: At all times while this Lease is in force,
Lessee shall obtain and maintain or cause to be obtained and maintained adequate
insurance, including broad form blanket contractual liability coverage, but
excluding environmental liability, and a waiver of subrogation by the insurance
company to claims against the Royalty Holders. Lessee shall, prior to
commencement of any operations on the Leased Premises, and at all times
thereafter during the existence of this Lease, furnish valid insurance
certificates or abstracts thereof, evidencing coverage, including the following:


11.1     Worker's
Compensation Insurance: covering all employees engaged in
operations on the lands subject to this Lease in compliance with the laws of the
State of Texas and Employer's Liability Insurance of not less than $100,000.00
for injuries to or death of any one employee and $100,000.00 for injuries to or
death of more than one employee resulting from any one accident. 

11.2     General Public
Liability and Property Damage: in connection with all operations
conducted under this Lease, with a limit of not less than $1,000,000.00 for
injuries to or death of any one person resulting from any one accident, not less
than $1,000,000.00 for injuries to or death of more than one person resulting
from any one accident, and property damage limit of not less than $1,000,000.00
per accident, $5,000,000.00 aggregate. Such property damage insurance shall not
exclude liability for loss of or damage to property on or above the surface of
the earth arising from a blowout or cratering of a drill hole, injection or
production well.

11.3     Automobile
Public Liability and Property Damage Insurance: in connection
with all operations conducted under this Lease (including coverage on owned and
non-owned automotive equipment) with bodily injury or death limit of not less
than $500,000.00 for injuries to or death of any person resulting from any one
accident, and not less than $500,000.00 from injuries to or death of more than
one person resulting from any one accident, and property damage limit of not
less than $500,000.00 per accident; and

11.4     Excess
Umbrella Coverage: in the amount of at least $10,000,000.00.
Prior to beginning any operations under this Lease, Lessee shall furnish Lessor
current certificates of insurance, or abstracts thereof, issued by its insurers
in a form reasonably satisfactory to Lessor under all such policies as evidence that all of such insurance
is carried and providing that not less than ten (10) days prior written notice
of material change in, cancellation of, or refusal to renew, such insurance, or
any part thereof, will be given to Lessor; which certificates and written
notices shall be addressed to Lessor at Lessor's address for notice under this
Lease. Such insurance certificates shall be originals issued by Lessee's
insurance carrier or agent and shall not be a copy of a previously issued
certificate.

20 




12.0     Operations;
Compliance with Laws: Lessee shall conduct its operations and
cause all operations under this Lease to be conducted in a workmanlike and
prudent manner and in compliance with all applicable laws and regulations of any
governmental entity having jurisdiction over such operations or the Leased
Substances, including, but not limited to, those laws and regulations pertaining
to mine safety and health, environmental and operational permits. Lessee, or
Lessee's agents, shall fully comply with the terms and provisions of the
Workman's Compensation laws of the State of Texas, and the Occupational Safety
and Health Act. If either the state or federal environmental or reclamation
regulations of the governmental agency having authority over the reclamation and
restoration operations on the Leased Premises are more restrictive than the
other as to reclamation of the Leased Premises, or if such regulations are more
restrictive than conditions contained in this Lease, then the regulations that
provide for greater restriction and improved reclamation shall be controlling
between the parties. Also, Lessee agrees to comply in full with such
regulations. 

13.0     Removal of
Equipment and Other Property: During the one hundred eighty (180)
days following termination of this Lease and subject to the Lessee's
Indemnification, Lessee shall be entitled to remove all Leased Substances
stockpiled or stored on the Leased Premises (which shall remain subject to the
payment of the Royalty and any other royalty in accord with the provisions of
this Lease, which shall survive termination), and Lessee shall remove any
equipment, machinery, tools, supplies, pipe, buildings and all other facilities
and installations placed on the Leased Premises by Lessee. Lessee's right to
ingress and egress from the Leased Premises and its obligations contained in
Paragraphs 10.0 and 11.0 shall survive termination of this Lease for purposes of
this Paragraph. 

21 




14.0    
Assignment-Change of Ownership: The rights and
obligations of either Lessee or Lessor may be assigned in whole or in part as
set forth below and the provisions of this Lease shall extend to their
respective successors and permissible assigns, but no change or division on the
ownership of the Leased Premises, Leased Substances, Royalty or other payments
provided for in this Lease, however accomplished, shall operate to enlarge the
obligations or diminish the rights of Lessee. No change or division of such
ownership shall be binding upon Lessee until thirty (30) days after Lessee has
received from Lessor a certified copy of a recorded instrument or instruments
evidencing such change.

14.1     Lessor's Right
of Assignment: The rights and obligations of Lessor under this
Lease may be assigned by Lessor in whole or in part during the term of this
Lease without the consent of Lessee; provided, however, Lessor shall remain
responsible for any obligations or liabilities of Lessor arising hereunder prior
to the date of any such assignment. 

14.2     Lessee's Right
of Assignment: The rights and obligations of Lessee under this
Lease may be assigned in whole or in part by Lessee without the consent of
Lessor to any affiliate of Lessee who agrees to assume such rights and
obligations. Lessee may assign its rights and obligations under this Lease to a
non-affiliate only upon Lessor’s prior written consent, which consent Lessor
shall not unreasonably withhold or delay. In the event of an assignment to any
affiliate or non-affiliate hereunder, Lessee shall remain responsible for any
obligations or liabilities of Lessee arising hereunder prior to the date of such
assignment. Notwithstanding the foregoing, nothing in this Agreement shall limit
the ability of the publicly traded ultimate parent company of Lessee from
entering into or participating in a merger, acquisition, take-over, arrangement,
amalgamation or other form of business combination that results in a change of
control of such entity, and any such change in control shall not be considered
an assignment of this Agreement that would require the consent of Lessor.

14.3     Lessor's
Written Approval of Encumbrances: Except as provided in
Subparagraph 14.2, Lessee may not pledge or encumber any rights, titles or
interests of Lessee under this Lease, in whole or in part, without the prior
written consent from Lessor. If Lessee obtains Lessor's prior written consent to
such pledge or encumbrance, Lessee shall nevertheless remain responsible for the performance of all obligations
imposed upon Lessee by the provisions of this Lease.

22 




14.4     Change of
Ownership: In the event of the death of any person entitled to
Royalty or other payments under this Lease, Lessee may pay or tender any such
payments to the credit of the deceased, or to the estate of the deceased, until
such time as Lessee is furnished with proper evidence of the appointment and
qualification of an executor, administrator or personal representative of the
estate, or if there be none, then until Lessee is furnished satisfactory
evidence as to the heirs and devisees of the deceased and that all debts, taxes,
State inheritance taxes and Federal estate taxes of the estate have been
satisfied. Whenever five (5) or more parties are entitled to receive Royalty
payments under this Lease, Lessee may withhold payment thereof unless and until
all such parties designate in a recordable instrument a single depository bank
empowered to receive and distribute all such payments due under this Lease. All
references in this Lease to the Royalty Holders shall include the respective
heirs, devisees, legal representatives, successors and assigns of such Royalty
Holders as reflected in the instruments and evidence furnished to Lessee
pursuant to the foregoing requirements of this Paragraph. 

15.0     Force
Majeure: Lessee shall not be deemed in default, or to have ceased
performance of Lessee's obligations under this Lease, during any period in which
performance or operations are prevented by any cause beyond Lessee's control,
after a good faith effort to comply with any such obligation ("Force Majeure")
which term shall include: any act of God, including but not limited to storms,
floods, washouts, landslides, and lightning; acts of the public enemy; wars,
blockades, terrorism, insurrections or riots; strikes or lockouts; epidemics or
quarantine regulations; laws, acts, orders or request of federal, state,
municipal or other governmental officers or agents acting under color of
authority. If Lessee is prevented from conducting, or required to cease,
operations directed toward establishment or re-establishment of production or
producing operations under this Lease by (i) any order, decree or denial of
permit by any federal, state or municipal law, agency, order, rule or regulation
enacted or promulgated under color of authority as to the Leased Premises, or
(ii) the failure or delay of any governmental agency to act upon a request or
application or any other act required by any such agency in connection with
Lessee's operations or proposed operations on or affecting the Leased Premises,
or (iii) any other Force Majeure, then until such time as law, order, rule,
regulations, request or other Force Majeure is terminated or the permit issued or the action taken
and for a period of ninety (90) days after such termination or issuance (nine
months in the event Lessee has not been able to construct its processing plant
and commence production, as production is defined herein) the Primary Term and
or the Continuing Term shall be extended. Upon the occurrence of Force Majeure,
Lessee shall give notice to Lessor and reasonably full particulars in writing of
the cause of Force Majeure within thirty (30) days after the occurrence, and
upon giving of such notice Lessee shall be excused from performing the
obligation (other than Lessee's Indemnification) prevented for a period equal to
the period of Force Majeure, but no longer. Lessee shall also notify Lessor of
the ending date of such period of Force Majeure within thirty (30) days
thereafter. Lessee's obligation under this Lease and the term of this Lease may
not be suspended by reason of Force Majeure for a cumulative period of time in
excess of five (5) years after Lessee has obtained all licenses and permits
allowing it to commence production of Leased Substances. 

23 




16.0    
Default: Lessee's breach of any covenant arising under
this Lease shall not serve as a forfeiture, condition or automatic termination
of this Lease. If Lessor considers that there has been a breach of any covenant
of this Lease, then Lessor shall notify Lessee of the facts constituting such
breach. Lessee shall have forty-five (45) days after receipt of such notice to
commence compliance and shall thereafter use due diligence to complete
compliance with such covenant and shall promptly complete compliance within a
reasonable time. Provided, however, if the breach is a failure to pay, when due
and payable, Royalty or other payments provided for in this Lease, Lessee shall
have thirty (30) days after receipt of Lessor's written notice within which to
pay or tender such sum, plus accrued interest as provided in this Lease. If
Lessee defaults in the payment of the Royalty or other monies which may become
due under the provisions of this Lease, then such past due amounts shall bear
interest at an annual rate of one (l) percentage point over the prime commercial
rate quoted from time to time by Frost Bank, Corpus Christi, Texas (but in no
event less than an annual rate of ten percent (10%), and in no event in excess
of an annual rate of fifteen percent (15%)) from the due date until paid. In the
case of any sums advanced or paid by Lessor for the account of Lessee, then such
interest shall accrue from the date Lessor makes such payment until the date
Lessee reimburses Lessee for such amounts. If the named bank (or successor bank)
should fail, liquidate or be succeeded by another bank, then Lessor shall select another bank publication to use as the
established prime commercial rate for purposes of the interest accrual under
this Paragraph 16. 

24 




17.0    
Warranty: Lessor represents and warrants that it holds
good and defensible title to the mineral estate in the Leased Premises
(including the Leased Substances) and agrees to defend the title to the Leased
Premises (including the Leased Substances), as to those claiming by, through, or
under Lessor, but not otherwise, and subject to (i) rights of a Surface Owner
and third parties under any right-of-way easements apparent upon the Leased
Premises or filed of public record, and (ii) all existing leases, rights and
encumbrances of record as of the Amendment Date, and (iii) any agricultural
and/or hunting leases or subleases in existence and identified by a Surface
Owner in a Surface Use Agreement. At its option and after giving Lessor at least
thirty (30) days advance notice, Lessee may discharge any delinquent tax,
mortgage or lien upon the Lessor's interest in the Leased Substances or the
Leased Premises, either in whole or in part, provided the validity or amount of
such tax, mortgage or lien is not being contested in good faith in a court of
competent jurisdiction. If Lessee discharges any such tax, mortgage or lien,
then Lessee shall be subrogated to such tax, mortgage or lien with the right to
enforce the same and the further right to deduct any such payment made by
Lessee, together with an annual interest charge at the same rate as provided in
Paragraph 16.0, from any Royalty or other payments payable by Lessee under this
Lease.

18.0     Lessor
Interest: If Lessor owns an interest in any or all of the Leased
Premises (including any or all of the Leased Substances) which is less than the
entire and undivided estate therein, whether or not such lesser interest is
referred to in this Lease, then the Royalty provided in this Lease shall be paid
to Lessor only in the proportion which Lessor's interest in the Leased
Substances bears to the entire and undivided estate therein. With respect to
those portions, if any, of the Leased Premises in which Lessor owns no right,
title, or interest in the Leased Substances, Lessee is under no obligation to
pay, and Lessor has no right to receive, any Royalty. If the production of
Leased Substances, or anyone of them, from the Leased Premises, or any part
thereof, is presently subject to any royalty, nonparticipating royalty or other
interests in production, other than those specifically reserved to the Lessor in
this Lease, then such royalty, non-participating royalty or other interests in
production shall be deducted from the Lessor's Royalty reserved under this
Lease. 

25 




19.0     Taxes and
Liens: Lessee shall pay all lawful public taxes and assessments
assessed or levied upon or against, (i) the Leased Premises, but only insofar as
such taxes and assessments are attributable to Lessee's operations thereon, (ii)
any Leased Substances mined from the Leased Premises, or (iii) any property or
improvements placed by Lessee on the Leased Premises. If any tax is levied on or
measured by production of Leased Substances, Lessor shall pay that portion of
such taxes which is attributable to the Royalty reserved in this Lease. Lessor
agrees to pay all general ad valorem taxes and assessments assessed against the
Leased Premises or any part thereof. Lessee shall have the right, in good faith,
to contest any taxes or assessments attributable to the Lessee's operations,
levied upon any Leased Substances mined from the Leased Premises, or upon any
property or improvements placed by Lessee on the Leased Premises. However,
Lessee shall not permit or suffer the Leased Premises or any part thereof, or
any Leased Substances mined from the Leased Premises, or any improvements or
personal property on the Leased Premises to be sold at any time for such taxes
or assessments. In addition, Lessee shall not permit or suffer any judgment lien
or claims of Lessee's creditors to attach to Lessee's interest under this Lease,
the Leased Premises, the Leased Substances or any improvements or personal
property of Lessee located on the Leased Premises. 

20.0    
Termination: Provided Lessee has complied with all
governmental regulations, Lessee may at any time, by notice to Lessor, terminate
this Lease as to, and release from this Lease, all or any portion of the Leased
Premises and be freed from all obligation and liability as to the released
portion of the Leased Premises under this Lease except for (i) those obligations
which have then occurred and become fixed, (ii) those obligations which have not
been barred by the statute of limitations, and (iii) those covenants,
liabilities and obligations which specifically survive termination as provided
in this Lease. If Lessee releases only a part or parts of the Leased Premises,
Lessee shall endeavor, but not be required, to release acreage in such a manner
that will result in Lessee's retained portion of the Leased Premise being one
(1) nearly rectangular shaped tract. The provisions of this Lease imposing
obligations with respect to damages, restoration and indemnity shall survive any
termination of this Lease. Upon a transfer or assignment of Lessee's interest
under this Lease in violation of Subparagraph 14.2, then Lessor may, by notice
to Lessee, terminate this Lease as to all or a portion of the Leased Premises.
Within thirty (30) days after the giving or receipt of a notice of termination
under this Paragraph 20, Lessee shall file for record with the County Clerk
where the Leased Premises are situated, a proper and recordable release as to the Leased Premises, or
portion thereof, terminated and released. 

26 




21.0     Adverse
Claim: In the case of a suit, adverse claim, dispute or question
as to the ownership of the Leased Premises or Leased Substances (or any interest
therein) or ownership of the Royalty or other payments payable under this Lease,
Lessee shall not be in default in payment thereof until the suit, claim, dispute
or question has been finally disposed of. Any payments withheld shall be
deposited in an interest bearing account and, together with interest thereon,
shall be paid on or before thirty (30) days after Lessee has been furnished with
the original instruments disposing of the suit, claim or dispute (or certified
copies thereof), or after Lessee has been furnished with proof sufficient in
Lessee's opinion, to settle the question. 

22.0     Conflicts
Regarding Excluded Substances: As provided above, this Lease does
not cover Excluded Substances. Lessor has made leases covering Excluded
Substances with Excluded Substances lessees which require Excluded Substances
lessee and Lessee to agree that in the event of a conflict between the exercise
of the rights granted under this Lease and the exercise of the rights of an
Excluded Substance lessee under any Excluded Substance lease, Lessee and the
affected Excluded Substance lessee will use their respective best efforts to
mutually accommodate each other's operations and activities and amicably resolve
any disputes in a manner minimizing or avoiding, to the extent reasonably
possible, the disruption of each other's operations and activities, increases in
the cost of operations and the loss of each party's leased substances. Subject
to the foregoing, nothing in this Lease is intended to give either Excluded
Substance lessee or Lessee priority with regard to any particular operation over
the operations of the other. Lessor retains the right to grant future leases or
other conveyances as to Excluded Substances. Provided, however, Lessor agrees
that any future leases or other conveyances of Excluded Substances shall provide
that in the event of any conflict between the exercise of the rights therein
leased or conveyed and the exercise of the rights granted in this Lease, such
conflict shall be resolved under a standard of mutual accommodation to the end
that disruption to Lessee's continuous mining operations be minimized, loss of
Lessee's Leased Substances be avoided and increases in Lessee's costs of
operations, if any, be kept to a minimum. Provided further, Lessor shall not be
liable to Lessee, Lessee's successors or permitted assigns in the event of any
future lessee's failure to cooperate with Lessee in implementing or accomplishing such objective of resolving any such conflict
under a standard of mutual accommodation. Lessee shall make a reasonable effort
to accommodate the needs of any other lessees and the needs of Lessor, its
successor and assigns, with the intention that the costs of any future lessee's
operations shall not be substantially increased and the use and enjoyment of the
Leased Premises shall not be unduly diminished. 

27 




23.0   
 Notices: All notices required or permitted
to be given under this Lease shall be in writing and may be delivered
personally, by recognized overnight courier service or by registered or
certified mail, all charges prepaid, return receipt requested, to the party to
be notified at the address for such party set forth in this Paragraph 23 or at
such other address within the continental United States of America as the party
to be notified may have designated at least thirty (30) days prior thereto by
notice to the other parties. All notices shall be deemed properly delivered upon
actual receipt or three days following deposit in the United States mail
addressed to the party in accord with this Paragraph. All notices shall be
delivered at the following addresses: 

If to Lessor 

Mesteña, LLC 
500 N. Shoreline
Blvd., Suite 700 
Corpus Christi, Texas 78471 
Attn.: President 

If to the Royalty Holders

Mesteña Unproven, Ltd. 
Jones Ranch
Minerals Unproven, Ltd. 
500 N. Shoreline Blvd., Suite 700 
Corpus
Christi, Texas 78471 
Attn.: President 

If to Lessee 

Leoncito Project, L.L.C. 
c/o
Energy Fuels Resources (USA) Inc. 
225 Union Blvd., Suite 600
Lakewood,
Colorado 80228 

	 	Attention: 	David Frydenlund 
	 	  	(dfrydenlund@energyfuels.com)
  


28 




With copy to 

Haynes and Boone, LLP 
1801
Broadway, Suite 800 
Denver, Colorado 80202 

	 	Attention: 	John D. Fognani; Michael T. Hegarty 
	 	  	(john.fognani@haynesboone.com; 
	 	  	michael.hegarty@haynesboone.com)
  


24.0     Payment of
Funds and Agency of Carrier: In certain instances, this Lease
refers to Lessee's obligation to pay or tender sums, or to make payments, to the
Royalty Holders or the Depository Bank defined in this Lease. Notwithstanding
any other provision of this Lease to the contrary, the words "pay", "tender" or
"make payment", or words of similar import, when used in connection with an
obligation of Lessee to pay or tender any sums becoming due under this Lease
shall be construed to mean deliver the payment. The parties agree that the
United States Post Office or any other mode or form used in transmitting funds
by Lessee to the Royalty Holders or to the Royalty Holders’ employees, agents,
successors or assigns, or the Depository Bank shall always be conclusively
presumed to be the agent of Lessee in transmitting such funds for delivery. 

25.0     Place for
Payment and Permissible Venue: Any sums becoming due by Lessee to
the Royalty Holders under this Lease shall be paid to the Royalty Holders at
Corpus Christi, Nueces County, Texas. This Lease is performable, or partly
performable, in Nueces County, Texas. With respect to any dispute between
Lessee, Lessor and the Royalty Holders concerning this Lease, each party agrees
that venue, to the extent allowed by Law is to be determined by the parties,
shall lie and be in the District Court of Nueces County, Texas, or the United
States District Court of the Southern District of Texas. The rights and duties
of the parties under this Lease shall be governed by the laws of the State of
Texas. 

26.0     Lease Controls
Payments: If Lessee makes or attempts to make any payments to the
Royalty Holders pursuant to this Lease, the provisions of this Lease shall
control and the acceptance or use of the funds by the Royalty Holders or the
Depository Bank of any check, draft or other negotiable instrument shall not
create or constitute a waiver of or an estoppel on the part of Lessor,
regardless of any voucher or settlement statement which may accompany any such
payment and regardless of any restrictive endorsement appearing
on any such check, draft or other negotiable instrument. 

29 




27.0     
Apportionment of Payments to Lessor: Until further
written notice is herein provided, Mesteña Unproven, shall be entitled to
fifteen percent (15%), and Jones Unproven shall be entitled to eighty-five
percent (85%) of any Royalty becoming due under this Lease. The Surface Owners,
the owners of the surface, or their respective tenants, as the case may be, have
entered into a separate Surface Use Agreement with Lessee pertaining to payments
which become due as a result of surface damages, damage to personal property or
other payments due the owner or as a party lawfully in possession of the surface
as described in such certain Surface Use Agreement. Lessor has furnished Lessee
with copies of plats depicting the perimeter of the Lease Premises, the retained
acreage under any oil and gas leases, and the division of surface ownership of
the Leased Premises. 

28.0    
Homestead: If applicable, Lessor hereby releases and
relinquishes any right of homestead exemption which Lessor may have in the
Leased Premises. 

29.0     No Waiver of
Implied Covenants: Notwithstanding any other provision of this
Lease to the contrary, nothing contained in this Lease shall ever be construed
as a waiver on the part of Lessor of Lessee's obligation to "reasonably develop"
the Leased Premises or any other implied covenant to be reasonably kept or
performed by Lessee, except to the extent of direct conflict with an express
obligation in this Lease, all such express obligations being construed as
providing minimum standards only. However, nothing in this Lease shall, nor
shall this Lease be interpreted to, impose any obligation on Lessee, its
successors or assigns to develop or mine any of the Leased Premises, or to
continue or to resume mining or extraction operations at any time.

30.0     Entire
Agreement: The parties hereto agree that the whole agreement
between them is written herein, and that a Memorandum of Lease, if any, entered
into as of the same date and covering the Leased Premises, is intended for
recording and is not intended to supersede, abrogate, change, alter or modify
any of the terms of this Lease. 

31.0     Binding
Effect: This Lease shall be binding upon and inure to the benefit
of the parties hereto, their respective heirs, devisees, legal representatives,
successors and permissible assigns. When fully executed, this Lease shall be binding upon all
parties on whose behalf it is executed, whether or not named in the body of this
Lease as Lessor, but expressly excluding individuals signing in a representative
capacity, unless such individuals are otherwise bound in their individual
capacities. Notwithstanding the above, this Lease shall not become valid and
shall have no force or effect until executed by or on behalf of all of the
parties named as Lessor and Lessee herein.

30 




32.0    
Headings: Paragraph headings used herein, are for
convenience only and do not constitute part of this Lease. 

33.0   
 Definitions: In addition to the defined
terms listed above in Subparagraph 4.1, as used herein, the following terms
shall mean: 

“2004 Lease” has the meaning set
forth in the Recitals. 

“Amendment Date” has the meaning
set forth in the Preamble to this Lease. 

“Confidential Information” has
the meaning set forth in Paragraph 8.0. 

“Contamination” has the meaning
set forth in Subparagraph 2.6. 

“Continuing Term” has the
meaning set forth in Subparagraph 3.3. 

“Effective Date” has the meaning
set forth in the Preamble to this Lease. 

“Excluded Substances” has the
meaning set forth in Subparagraph 1.1. 

“Existing Plant” has the meaning
set forth in the Recitals.

“Exploration or Option
Agreement” has the meaning set forth in Subparagraph 3.5. 

“Force Majeure” has the meaning
set forth in Paragraph 15.0.

"Injection wells" shall mean
those wells through which a solution of water and chemicals are injected into
the subterranean strata in which the Leased Substances are located. 

“Jones Proven” has the meaning
set forth in the Preamble to this Lease. 

31 




“Jones Unproven” has the meaning
set forth in the Preamble to this Lease. 

“Lease” means this Amended and
Restated Uranium Solution Mining Lease. 

“Lease Agreement” has the
meaning set forth in Subparagraph 3.5. 

"Lease Year" shall mean that
period of time which commences on the Amendment Date or on any anniversary date
of the Amendment Date and runs consecutively for the next 365 days (366 days
during Leap Years). 

“Leased Premises” has the
meaning set forth in Subparagraph 1.1. 

“Leased Substances” has the
meaning set forth in Subparagraph 1.1. 

“Lessee” has the meaning set
forth in the Preamble to this Agreement. 

“Lessee’s Indemnification” has
the meaning set forth in Paragraph 10.0. 

“Lessor” has the meaning set
forth in the Preamble to this Agreement. 

“Mesteña Proven” has the meaning
set forth in the Preamble to this Lease. 

“Mesteña Unproven” has the
meaning set forth in the Preamble to this Lease. 

“PPI” has the meaning set forth
in Subparagraphs 3.4 and 4.9. 

“Primary Term” has the meaning
set forth in Subparagraph 3.2. 

"Production wells" shall mean
those wells which produce wellhead solutions. 

“Proposed Lease or Option
Agreement” has the meaning set forth in Subparagraph 3.5. 

“ROFR Notice” has the meaning
set forth in Subparagraph 3.5. 

"Separate tracts" shall mean those individual tracts or
groups of tracts in the Leased Premises which have the same ownership of
royalties, including nonparticipating royalties, and such ownership is different
from the ownership of royalty in other tracts in the Leased Premises. 

32 




“Surface Owner” means Alta Mesa
Land, L.L.C. or Alto Colorado Ranch, Ltd., as the case may be. 

“Surface Use Agreement” means that certain Amended and
Restated Surface Use Agreement entered into on ________ ___, 2016, effective
June 1, 2004, by and between Alta Mesa Land, L.L.C. and Leoncito Project,
L.L.C., Leoncito Plant, L.L.C. and Mesteña Uranium, L.L.C. and/or that certain
Amended and Restated Surface Use Agreement entered into on ________ ___, 2016,
effective June 1, 2004, by and between Alto Colorado Ranch, Ltd. and Leoncito
Project, L.L.C., Leoncito Plant, L.L.C. and Mesteña Uranium, L.L.C., as the case
may be.

34.0     Separate
Tracts for Royalties: By execution of this Lease covering all of
the tracts in the Leased Premises, Lessor does not intend to make an offer to
pool the interests of any outstanding nonparticipating royalty which may exist
as to one or more of the tracts in the Leased Premises. Lessor and Lessee agree
that royalties on production from each separate tract shall be paid in
accordance with the ownership of royalties in such tract. However, production
from any tract in the Leased Premises shall maintain this Lease in force and
effect as to all other tracts after the Primary Term regardless of whether such
other tract be deemed a "separate tract" for payment of royalties or not, and
Lessee shall not be obligated to drill offsetting wells on the one separate
tract in the Leased Premises simply because production is occurring from wells
located on an adjacent separate tract, so long as such production wells are more
than one hundred (100) feet from the boundary separating such tracts. 

35.0     Savings
Clause: In the event a court of competent jurisdiction determines
by final judgment that any provision of this Lease is invalid, such invalidity
shall not affect the validity of the remaining provisions of this Lease. If the
invalidity concerns the inclusion in this Lease of separate tracts of land as to
which Lessor is vested with executive rights under separate authority as to each
such included tract, then, effective upon such determination, it shall be
considered that the terms of this Lease apply separately as to each such tract
in the same manner as if Lessor and Lessee had entered into three separate
leases, one covering that portion of the lands covered by this Lease that lies
within Tract 1 of the W. W. Jones, Subdivision, one covering that portion of the
lands that lie within Tracts 4 and 5 of such subdivision and one covering that
portion that lies within Tract 6 of such subdivision. If any such lease is in
force and effect under its terms, it will be considered that each such lease is
in full force and effect and shall continue in force and effect for so long
thereafter as Lessee continues any of the leases in force and effect under the
terms thereof. 

33 




Mesteña Unproven and Jones Unproven, being the owners of all of
the minerals underlying the Leased Premises covered by this Lease, agree that
payment to the Royalty Holders of the entire sums of any Royalty, as provided in
the Lease, shall be full compliance with the payment requirements of the Lease,
and Lessee shall have no obligation or responsibility for allocation thereof
between the separate tracts. It being the intent hereof that the inclusion of
the lands covered by the Lease into three separate leases shall not have the
effect of either increasing or decreasing the rights or obligations of either
Lessor or Lessee. The term "tract(s)" as used in this section shall mean only
those tracts of land that are a part of the 4,597.67 acres of land (more or
less) described in this Lease.

36.0     Time is of the
Essence: Time is of the essence in this Lease. 

IN WITNESS WHEREOF, this instrument is executed as of and
effective on the date first written above. 

	 	MESTEÑA UNPROVEN, LTD. 
	 	By: Mesteña, LLC, its Managing
      General Partner 
	 	(Tax ID. # 74-2443354) 
	 	  
	 	By: 	 
	 		Benjamin E. Eshleman III, President 
	 	  
	 	  
	 	  
	 	JONES RANCH MINERALS UNPROVEN, LTD.
    
	 	By: Mesteña, LLC, its Managing
      General Partner 
	 	(Tax ID. # 74-2444015) 
	 	  
	 	By: 	 
	 		Benjamin E. Eshleman III, President
  


34 





	 	MESTEÑA PROVEN, LTD. 
	 	By: Mesteña, Inc., its
      Managing General Partner 
	 	(Tax ID. #74-2443358) 
	 	  
	 	By: 	 
	 		Benjamin E. Eshleman III,
      President  
	 	  
	 	  
	 	  
	 	JONES RANCH MINERALS PROVEN, LTD.
  
	 	By: Mesteña, LLC, its Managing
      General Partner 
	 	(Tax ID. # ___________) 
	 	  
	 	By: 	 
	 		Benjamin E. Eshleman III,
      President  
	 	  
	 	  
	 	  
	 	LEONCITO PROJECT, L.L.C. 
	 	A Texas limited liability company
  
	 	By: _________________________
	 	(Tax ID. # ) 
	 	  
	 	By: 	 
	 	  
	 	  
	 	ENERGY FUELS HOLDINGS CORP. 
	 	A Delaware corporation 
	 	By: _________________________
	 	(Tax ID. # ) 
	 	  
	 	By: 	 


35 




ACKNOWLEDGMENTS

	STATE OF TEXAS 	§ 
	  	§ 
	COUNTY OF NUECES 	§ 


This instrument was acknowledged before me on ______________,
2016, by ________________on behalf of MESTEÑA UNPROVEN, LTD., a Texas limited
partnership. 


___________________________________
NOTARY PUBLIC, State of
Texas 

	STATE OF TEXAS 	§ 
	  	§ 
	COUNTY OF NUECES 	§ 


This instrument was acknowledged before me on ______________,
2016, by _________________on behalf of JONES RANCH MINERALS UNPROVEN, LTD., a
Texas limited partnership. 


_____________________________________
NOTARY PUBLIC, State
of Texas 

	STATE OF TEXAS 	§ 
	  	§ 
	COUNTY OF NUECES 	§ 


This instrument was acknowledged before me on ______________,
2016, by _________________on behalf of MESTEÑA PROVEN, LTD., a Texas limited
partnership. 


______________________________________
NOTARY PUBLIC, State
of Texas 

36 





	STATE OF TEXAS 	§ 
	  	§ 
	COUNTY OF NUECES 	§ 


This instrument was acknowledged before me on ______________,
2016, by _________________on behalf of JONES RANCH MINERALS PROVEN, LTD., a
Texas limited partnership. 


_____________________________________
NOTARY PUBLIC, State
of Texas 

	STATE OF TEXAS 	§ 
	  	§ 
	COUNTY OF NUECES 	§ 


This instrument was acknowledged before me on ______________,
2016 by ________________on behalf of LEONCITO PROJECT, L.L.C., a Texas limited
liability company. 


________________________________________
NOTARY PUBLIC,
State of Texas 

	STATE OF _____________	§ 
	  	§ 
	COUNTY OF ___________	§ 


This instrument was acknowledged before me on ______________,
2016 by ________________on behalf of ENERGY FUELS HOLDINGS CORP., a Delaware
corporation. 


________________________________________
NOTARY PUBLIC,
State of __________


37 




EXHIBIT “A” 

ATTACHED TO AND MADE A PART OF
AMENDED AND RESTATED URANIUM
SOLUTION MINING LEASE BY AND 
BETWEEN 
MESTEÑA UNPROVEN, LTD., ET AL. AND

LEONCITO PROJECT, L.L.C. 
AMENDMENT DATE: _________, 2016 
EFFECTIVE
DATE: JUNE 1, 2004 

Being a called 4,597.67 acre tract, being all of Tract 5 and a
portion of Tracts 1, 4 and 6 of the “W.W. JONES SUBDIVISION”, Volume 15,
Page 482, Deed Records of Brooks County, Texas. Said 4,597.67 acre tract being
out of the “LA MESTENA Y GONZALENA” RAFAEL GARCIA SALINAS Survey,
Abstract No. 480 and the “LAS MESTENAS” YSIDRO GARCIA Survey,
Abstract No. 218, Brooks County, Texas, located approximately 2.0 miles West
of Tacubaya, Texas and is described, more particularly, by metes and bounds as
follows: 

BEGINNING at a 1 1/2” iron pipe (Y = 464,200.16 and X =
2,063,029.47) for the inner corner of said Tract 6 and an exterior corner of
this tract of land herein described; 

THENCE-S 00°33'52" E, a distance of 4,195.27 feet to a
2” iron pipe found for the lower Southeast corner of said Tract 6 and the
Northeast corner of said Tract No. 5, for a corner of this tract of land herein
described; 

THENCE-S 00°36'54" E, a distance of 12,344.66 feet to a
5/8” iron rod found in the Right of Way of County Road 315, for the Southeast
corner of said Tract No. 5 and the Northeast corner of said Tract No. 1, for a
corner of this tract of land herein described; 

THENCE-S 00°36'02" E, a distance of 6,435.34 feet to a
5/8” iron rod set in the Right of Way of County Road 315 and on the East line of
said Tract No. 1, for the Southeast corner of this tract of land herein
described; 

THENCE-S 88°00'47" W, a distance of 4,998.97 feet to a
5/8” iron rod set for an exterior corner of this tract of land herein described;


THENCE-N 00°37'08" W, a distance of 4,974.44 feet to a
5/8” iron rod set for an interior corner of this tract of land herein described;


THENCE-S 87°13'03" W, a distance of 3,735.44 feet to a
point on the West line of said Tract 1, for an exterior corner of this tract of
land herein described; 

THENCE-N 02°58'59" W, a distance of 1,383.24 feet to a
large fence post found for the common corner of Tracts 1, 2, 4 and 5, for an
interior corner of this tract of land herein described; 

THENCE-S 87°09'48" W, a distance of 3,327.36 feet to a
point on the North line of said Tract 2 and the South line of said Tract 4, for
an exterior corner of this tract of land herein described; 

THENCE-N 02°49'22" W, a distance of 7,559.31 feet to a
point for an exterior corner of this tract of land herein described; 

38 




THENCE-N 86°38'13" E, a distance of 969.35 feet to a
5/8” iron rod set for an interior corner of this tract of land herein described;


THENCE-N 01°00'54" W, a distance of 2,933.71 feet to a
point on the North line of said Tract 4 and the South line of Tract 7, for an
exterior corner of this tract of land herein described; 

THENCE-N 89°38'55" E, a distance of 2,267.98 feet to a
2” iron pipe found on the West line of said Tract 5, for a corner of said Tract
7 and the Northeast corner of said Tract 4, for an interior corner of this tract
of land herein described; 

THENCE-N 02°52'29" W, a distance of 1,931.09 feet to a 1
1⁄2” iron pipe with brass cap found for the Northwest corner of said Tract 5 and
interior corner of said Tract 7, for an exterior corner of this tract of land
herein described; 

THENCE-N 87°07'02" E, a distance of 5,555.49 feet to a 1
1⁄2” iron pipe found on the North line of said Tract 5, for the Southeast corner
of said Share C-1 and a corner of said Tract 6, for an interior corner of this
tract of land herein described; 

THENCE-N 02°52'22" W, a distance of 5,657.36 feet to a
point on the East line of Share C-1, for an exterior corner of this tract of
land herein described; 

THENCE-N 88°07'04" E, a distance of 2,671.14 feet to a
point for an exterior corner of this tract of land herein described; 

THENCE-S 01°52'56" E, a distance of 1,403.88 feet to a
point for an interior corner of this tract of land herein described; 

THENCE-N 88°07'04" E, a distance of 1,240.11 feet to the
POINT OF BEGINNING and containing 4,597.67 acres of land, more or less,
within these metes and bounds. 

All bearings, acreage, coordinates & distances recited
refer to the State Plane Coordinate System, NAD 1927, Texas South Zone with
control established based on NGS monument “HOWN” using the following coordinate
value: Y=475,425.77 and X=2,064,843.35 

[EXHIBIT “A” continues on following page with plat]


39 







40 




EXHIBIT “B" 

ATTACHED TO AND MADE A PART OF 
AMENDED AND RESTATED URANIUM
SOLUTION MINING LEASE 
BY AND BETWEEN 
MESTEÑA UNPROVEN, LTD., ET AL. AND

LEONCITO PROJECT, L.L.C. 
AMENDMENT DATE: _________, 2016 
EFFECTIVE
DATE JUNE 1, 2004 

LEONCITO RANCH RULES 

The following rules apply to all company employees and other
third party contractors that enter the ranch. 

	1. 	
      Lessor, or Lessor's authorized agent, may prohibit any
      person employed by, or contracted by, Leoncito Project, Ltd., or Leoncito
      Plant, Ltd., or by Mesteña Uranium, L.L.C., as agent, from entering the
      lease if they have violated any of the Leoncito Ranch Rules.

	 	 
	2. 	
      Lessor, or Lessor's authorized agent, may inspect any
      vehicle entering and exiting leased premises, but has no obligation to
      inspect any such vehicles.

	 	 
	3. 	
      The speed limit is 30 miles per hour.

	 	 
	4. 	
      No alcoholic beverages or drugs allowed on
  ranch.

	 	 
	5. 	
      Exterior gates are to remain locked at all times unless
      gate guard is present. Leave interior gates the way they are
  found.

	 	 
	6. 	
      Use a direct route in going to and from any production
      operation area.

	 	 
	7. 	
      All third party contractors exit same gate
  entered.

	 	 
	8. 	
      Keep surface free of debris.

	 	 
	9. 	
      Do not damage any large trees.

	 	 
	10. 	
      No firewood can be taken from ranch.

	 	 
	11. 	
      Do not disturb livestock or wildlife.

	 	 
	12. 	
      Do not hunt or fish on lease. Do not carry any hunting or
      fishing paraphernalia in vehicles or on your person.

	 	 
	13. 	
      No firearms or any type of weapons (bows, slingshots,
      blowguns, etc.).



41 





	14. 	
      No dogs or other animals allowed to be brought on
      ranch.

	 	 
	15. 	
      No overnight sleeping in vehicles or camping on
    ranch.

	 	 
	16. 	
      Report any violations or accidents immediately to
      Benjamin E. Eshleman III.



42 




Schedule 1 

List of Experts 

[To be agreed before closing.] 




EXHIBIT 3 

FORM OF AMENDED URANIUM OPTION

ATTACHED TO AND MADE A PART OF THAT CERTAIN MEMBERSHIP INTEREST
PURCHASE AGREEMENT DATED MARCH 4, 2016, BY AND AMONG ENERGY FUELS INC., ENERGY
FUELS HOLDINGS CORP., MESTEÑA, LLC, JONES RANCH MINERALS UNPROVEN, LTD., AND
MESTEÑA UNPROVEN, LTD. 

Exhibit 3-1 





Form of Amended Uranium Option attached as Exhibit 3 
to
Membership Interest Purchase Agreement, dated March 4, 2016 

AMENDED AND RESTATED URANIUM TESTING PERMIT AND LEASE
OPTION 
AGREEMENT 

	STATE OF TEXAS 	§ 	  
	  	§ 	KNOW ALL MEN BY THESE PRESENTS: 
	COUNTIES OF 	  	  
	BROOKS & JIM HOGG 	§ 	  


THIS AMENDED AND RESTATED URANIUM TESTING PERMIT AND LEASE
OPTION AGREEMENT (“Agreement”) is entered into on _________, 2016 (the
“Amendment Date”), effective AUGUST 1, 2006 (the “Effective Date”), by and
between MESTEÑA UNPROVEN, LTD., a Texas limited partnership, JONES RANCH
MINERALS UNPROVEN, LTD., a Texas limited partnership, and MESTEÑA PROVEN, LTD.,
a Texas limited partnership, hereinafter referred to as "Grantor" (whether one
or more) whose address is 500 N Shoreline, Suite 700, Corpus Christi, Texas
78471 and LEONCITO PROJECT, L.L.C., a Texas limited liability company,
hereinafter referred to as "Grantee," whose address is 225 Union Blvd., Suite
600, Lakewood, Colorado 80228. 

R E C I T A L S: 

WHEREAS, Grantor and Grantee entered into that certain Uranium
Testing Permit and Lease Option Agreement, dated August 1, 2006 (the “2006
Option”) as amended by that certain First Extension of Uranium Testing Permit
and Lease Option Agreement, dated March 14, 2014, effective August 1, 2011 (the
“2011 Option Extension”); and 

WHEREAS, Grantor and Grantee wish to amend and restate the
terms and conditions of the 2006 Option, as amended by the 2011 Option
Extension; 

NOW THEREFORE, 

W I T N E S S E T H: 

Grant 

Grantor, in consideration of the sum of Ten and No/100 Dollars
($10.00) and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, does hereby GRANT, SELL and CONVEY unto Grantee
the sole and exclusive right (including ingress and egress), but not the
obligation, to conduct any and all geological, geophysical, seismic, and
electrical surveys, chemical and physical analysis and to drill all necessary
test holes, or to conduct any and all other exploration or testing operations
that Grantee deems desirable or necessary in an attempt to determine the
existence of commercial quantities of "Subject Minerals" as hereinafter defined,
in, on, under and across the following described lands located in Brooks and Jim Hogg Counties, Texas covering a total
of 195,501.03 acres, more or less, to wit (the "Premises"): 




SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF FOR
ALL PURPOSES 

Subject Minerals 

“Subject Minerals” as used herein shall mean and include
uranium, thorium, vanadium, molybdenum, and all other fissionable materials,
compounds, solutions, mixtures, and source materials, or any of them, containing
such substances, including uranium ore and uranium oxide ore and associated
minerals, in, upon or under the Premises, and all other valuable metals,
minerals and ores, whether similar or dissimilar to those specifically mentioned
which are necessarily produced in association therewith, save and except oil,
gas, and associated liquid hydrocarbons (the “Excluded Substances”). 

It is specifically understood and agreed that, notwithstanding
the description of the Premises, this Agreement is intended to and does cover
all of Grantor's interest in the Subject Minerals underlying the Premises. 

Term 

1.     Subject to the terms and conditions
of this Agreement, the term of this Agreement shall commence on the Amendment
Date and continue for a period of eight (8) years from the Amendment Date (with
a payment at the end of the third year as provided in paragraph 2 below);
provided, however, Grantee shall have the option to extend the term of
this Agreement for an additional seven (7) years as to all or any lesser
portions of the Premises upon written notice and payment to Grantor as follows:


(a)     On or before the last day of the
eighth year from the Amendment Date, Grantee shall provide written notice to
Grantor indicating its election to extend the term of this Agreement for an
additional seven years. If Grantee wishes to retain less than the original
number of acres constituting the Premises hereunder (if, for example, Grantee is
no longer interested in conducting exploration activities on certain acreage, or
Grantee has placed certain other acreage under lease pursuant to the “Lease
Option” section below), Grantee’s written notice shall identify with
particularity which portions of the Premises Grantee wishes to retain as part of
the Premises under this Agreement. 

(b)     On or before the last day of the
eighth year from the Amendment Date, Grantee shall pay Grantor a term extension
bonus of $30 (thirty dollars) for each acre of the Premises that Grantee wishes
to retain as part of the Premises under this Agreement; provided, however,
Grantee shall have the option, at its sole discretion, to pay up to 50%
(fifty percent) of the total term extension bonus in the form of common shares
of Energy Fuels Inc. (“EFI’s common shares”), valued based on the Volume
Weighted Average Price of EFI’s common shares on the NYSE MKT LLC stock exchange for the ten (10) trading days
ending on the last trading day prior to the date of payment to Grantor;
provided, further, the total amount of any term extension bonus shall be
subject to deduction as provided under paragraph 3 below.

Page 2 of 11 




2.     At the end of the third year of the
initial eight-year term of this Agreement, Grantee shall make a payment of
$600,000 (six hundred thousand dollars) to Grantor; provided, however,
Grantee shall have the option, at its sole discretion, to pay up to 50%
(fifty percent) of such $600,000 in the form of EFI’s common shares, valued
based on the Volume Weighted Average Price of EFI’s common shares on the NYSE
MKT LLC stock exchange for the ten (10) trading days ending on the last trading
day prior to the date of payment to Grantor; provided, further, the total
amount of such payment shall be subject to deduction as provided under paragraph
4 below.

3.     If pursuant to paragraph 1, above,
Grantee elects to extend the term of this Agreement for an additional seven
years in respect of all or any portion of the Premises, Grantee shall have the
right to deduct the total amount of the $600,000 payment made at the end of year
three under paragraph 2 above, less any amounts previously deducted under
paragraph 4, from any term extension bonus to be paid under paragraph 1(b),
above. 

4.     If and when Grantee elects to place
any of the Premises under lease pursuant to the “Lease Option” section below at
any time at or prior to the end of the third year of the initial eight-year term
of this Agreement, Grantee shall have the right to deduct all or any portion of
the lease Bonus payments from the total amount of the $600,000 payment to be
made at the end of year three under paragraph 2 above that is remaining after
deducting any amounts previously deducted under this paragraph 4. If and when
Grantee elects to place any of the Premises under lease pursuant to the “Lease
Option” section below after the end of the third year of the initial eight-year
term of this Agreement, Grantee shall have the right to deduct the total amount
of the $600,000 payment made at the end of year three under paragraph 2 above,
less any amounts previously deducted under paragraph 3 or this paragraph 4, from
any lease Bonus payments to be paid. 

Right of First Refusal

For a period of five (5) years after expiration of the term of
this Agreement under the “Term” section above (eight or fifteen years from the
Amendment Date, as the case may be), Grantee shall have a right of first refusal
on any uranium solution mining lease (including without limitation any lease or
other agreement or document that would provide the right to mine or extract
uranium from the Premises in any way or circumstances) (a “Lease Agreement”)
and/or uranium exploration and lease option agreement (including without
limitation any option, agreement or other document that would provide the right
to explore for uranium or the right to enter into a Lease Agreement under any
circumstances) (an “Exploration or Option Agreement”) for all or any portions of
the Premises.

If at any time during the five-year period of Grantee’s right
of first refusal Grantor receives an offer in respect of any Lease Agreement
and/or Exploration or Option Agreement for all or any portions of the Premises
that Grantor is willing to accept (“Proposed Lease or Option Agreement”),
Grantor shall give Grantee written notice of such Proposed Lease or Option Agreement (“ROFR Notice”) including a description of the
subject properties (sufficient to identify with particularity the location and
boundaries of such properties), the length of term, the amounts of any payments
(royalties, bonus payments, extension payments, etc.) and any other material
terms in respect of such Proposed Lease or Option Agreement.

Page 3 of 11 




Grantee shall have sixty (60) days from the delivery date of
the ROFR Notice to provide written notice to Grantor that Grantee desires to
enter into a Lease Agreement or Exploration or Option Agreement (as the case may
be) on the terms identified in the ROFR Notice. If Grantee provides such written
notice within the required sixty-day notice period, then Grantor agrees to enter
into a Lease Agreement or Exploration or Option Agreement (as the case may be)
with Grantee or its affiliates on the terms identified in the ROFR Notice. If
Grantee fails or refuses to enter into such Lease Agreement or Exploration or
Option Agreement (as the case may be) within thirty (30) days after Grantee
provides such written notice to Grantor for any reason other than Grantor’s
failure or refusal to enter into such Lease Agreement or Exploration or Option
Agreement, Grantee shall be deemed to have declined its right of first refusal
hereunder and such right of first refusal shall terminate (but only with respect
to the properties described in the ROFR Notice).

If Grantee fails to provide written notice to Grantor that
Grantee desires to enter into a Lease Agreement or Exploration or Option
Agreement (as the case may be) on the terms identified in the ROFR Notice within
the required sixty-day notice period (or provides written notice that it
declines to exercise its right of first refusal), Grantee shall be deemed to
have declined its right of first refusal hereunder (but only with respect to the
properties described in the ROFR Notice) and Grantor thereafter shall have the
right, for a period of one hundred and twenty (120) days, to enter into a Lease
Agreement or Exploration or Option Agreement (as the case may be) on the same
terms identified in the ROFR Notice; provided, however, if Grantor fails
to enter into such Lease Agreement or Exploration or Option Agreement within one
hundred and twenty days after the expiration of Grantee’s sixty-day notice
period, Grantee’s right of first refusal shall be revived, and Grantor shall
again follow the provisions of this paragraph before it enters into any Lease
Agreement or Exploration or Option Agreement in respect of all or any portions
of the Premises.

Test Period 

“Test Period” shall mean the term of this Agreement (as may be
extended) as provided in the “Term” section above.

Lease Option 

It is further agreed and understood that for the above stated
consideration, Grantor GRANTS and CONVEYS to Grantee, its agents
or assigns, regardless of whether Grantee, its agents or assigns, actually
conduct any exploration activities upon the described Premises, the exclusive
right and irrevocable option (“Option”) to acquire at any time and from time to
time during the term of this Agreement a Uranium Mining Lease covering all or
any portion of the Premises, provided that any such option must be exercised as
to a contiguous tract of a minimum of two thousand (2,000) acres of the
Premises. Grantee may exercise its Option under this Agreement by delivering to Grantor, an original copy of the
Uranium Mining Lease, attached hereto as Exhibit “B”, as modified by the
provisions described below, together with a lease bonus payment (“Bonus”) in an
amount calculated as follows (subject to deduction as provided under paragraph 4
of the “Term” section above):

Page 4 of 11 




	 	
      (i) for any Uranium Mining Lease covering between two
      thousand (2,000) and three thousand five hundred (3,500) contiguous acres,
      $250 (two hundred fifty dollars) (subject to adjustment as provided below)
      per net mineral acre owned by Grantor, or 
	 
	
       
	
       
	
       

	 	
      (ii) for any Uranium Mining Lease covering more than
      three thousand five hundred (3,500) contiguous acres, $225 (two hundred
      twenty five dollars) (subject to adjustment as provided below) per net
      mineral acre owned by Grantor. 
	 


Upon delivery of the original copy of the Uranium Mining Lease
attached as Exhibit “B”, as modified, together with the Bonus, Grantor shall,
within five (5) business days from receipt thereof, execute and deliver said
original Uranium Mining Lease to Grantee. Grantor and Grantee agree that such
Uranium Mining Lease will be for a primary term of fifteen (15) years, and
Grantee (or “Lessee” under the Uranium Mining Lease) shall have an option to
extend such primary term for an additional fifteen (15) years upon payment to
Grantor (or “Lessor” under the Uranium Mining Lease) of (i) for any Uranium
Mining Lease covering between two thousand (2,000) and three thousand five
hundred (3,500) contiguous acres, $250 (subject to adjustment as provided below)
per net mineral acre owned by Grantor, or (ii) for any Uranium Mining
Lease covering more than three thousand five hundred (3,500) contiguous acres,
$225 (two hundred twenty five dollars) (subject to adjustment as provided below)
per net mineral acre owned by Grantor. Grantor and Grantee further agree that
Grantee may exercise its Option at any time during the Test Period. To the
extent that Grantee exercises its Option and purchases a Uranium Mining Lease
covering a portion, but not all, of the Premises, Grantee’s exclusive right and
Option to acquire additional Uranium Mining Leases covering all or a portion of
the remaining unleased Premises shall remain in full force and effect during the
Test Period. It being the intent that Grantee may purchase Uranium Mining Leases
on the form attached hereto as Exhibit “B”, as modified as provided herein, at
any time and from time to time until the first to occur of this Option expires
or Grantee has purchased a Uranium Mining Lease or multiple Uranium Mining
Leases covering all of the Premises.

The per acre amounts (“base amounts”) specified above for
calculating a Bonus payment or a term extension payment ($250 or $225, as the
case may be) shall be subject to increase (but not decrease) based on changes in
the Producer’s Price Index for Finished Goods (not seasonally adjusted) (“PPI”)
published by the United States Department of Labor, Bureau of Labor Statistics,
on its official website (http://www.bls.gov/ppi/data.htm). An increase,
if any, in the base amounts for calculating a particular Bonus payment or term
extension payment shall be determined by dividing the PPI value for the month
immediately preceding the month of the subject payment (the “comparison month”)
by the PPI value for the month of the Amendment Date (the “base month”) and, if
the quotient is greater than 1.0, multiplying the quotient by the applicable
base amount ($250 or $225, as the case may be) to determine the adjusted amount
to be paid per acre under the subject payment. If, however, the quotient is less
than 1.0, the amount to be paid per acre under the subject payment shall remain the
applicable base amount ($250 or $225, as the case may be). For purposes of the
foregoing PPI comparison, all calculations shall be based on the latest versions
of index data available as of the first day of the month of the subject payment.
If the PPI data for the comparison month of a particular payment are not
available as of the first day of the month of the payment, the PPI data for the
month immediately preceding the comparison month shall be used instead. If the
PPI data for the month immediately preceding the comparison month are not
available, the PPI data for the next immediately preceding month shall be used.
If the PPI data for the next immediately preceding month are not available,
Lessee and Lessor shall agree upon a substitute index.

Page 5 of 11 




Operations; Compliance with Laws 

Grantor and Grantee agree that Grantee shall enter into surface
use agreements with the surface owners of each tract of land in the Premises
that is subjected to a Uranium Mining Lease. Grantee shall conduct the drilling
of said test holes or other exploration activities in a good and workmanlike
manner or cause same to be conducted in a workmanlike manner according to
accepted industry practice and in accordance with such surface use agreements.
The consideration hereinabove recited to Grantor includes and is accepted by
Grantor as payment for all damages, if any, to the Premises resulting from
Grantee’s exploration activities, except however, for any damages that may
result from Grantee’s negligence or that of Grantee’s employees, agents or
invitees. Provided, however, nothing in this Agreement shall limit the
obligations of Grantee to pay damages pursuant to a surface use agreement. 

Confidentiality 

During the term of this Agreement, information supplied by
Grantee to Grantor, if any, and designated by Grantee as "confidential" shall
not be disclosed by the Grantor, its agents, contractors, employees, or assigns
without the express written permission of the Grantee, which may be withheld for
any reason. 

Indemnity 

Grantee shall hold harmless, indemnify and defend Grantor
from and against any damages, costs (including attorney's fees), suits or claims
for damages, or injury to persons or property, caused by, arising out of, or
resulting from the operations by Grantee, and Grantee's agents, employees,
invitees or independent contractors on the Premises (the "Grantee's
Indemnification"). The Grantee’s Indemnification will apply even if
the subject injury or damage is caused in whole or in part
by the negligence of Grantor, but will not apply to the
extent such injury or damage is caused by the gross negligence or
willful misconduct of Grantor. The Grantee’s
Indemnification shall not be limited to damages, compensation or benefits
payable under insurance policies, workers’ compensation acts, disability benefit
acts or other employees’ benefit acts. This section shall survive the
termination of this Agreement; provided, however, the Grantee’s Indemnification
set forth herein shall terminate upon the cessation of operations under this
Agreement and the completion of applicable reclamation requirements in the State
of Texas as evidenced by a final notice of approval of same issued by the Texas
Commission on Environmental Quality, the Surface Mining and Reclamation Division of the Railroad Commission of Texas or other
applicable agency within the State of Texas. 

Page 6 of 11 




Termination 

In the event Grantee does not elect to acquire any Uranium
Mining Leases before the expiration of the Test Period as herein provided, this
Agreement shall terminate upon the expiration of Grantee’s rights in respect of
Grantee’s right of first refusal under the “Right of First Refusal” section
above without further notice, demand or putting in default, with Grantor and
Grantee owing no obligation whatsoever to the other, except as specifically
provided herein, and Grantee shall promptly thereafter execute and deliver to
Grantor a recordable release of option thereof. 

Mutual Accommodation 

Grantor agrees that it will not lease or enter into any
agreement or grant any permits affecting or related to the Subject Minerals
during the term of this Agreement or during the term of any Uranium Mining Lease
granted hereunder that would encumber, impair, diminish or conflict with the
interest or rights of Grantee in any manner whatsoever. In the event the Grantor
enters into any agreement affecting or related to Excluded Substances with any
Excluded Substances grantee, Grantee and Excluded Substances grantee will use
their respective best efforts to mutually accommodate each other’s operations
and activities and amicably resolve any disputes in a manner minimizing or
avoiding, to the extent reasonably possible, the disruption of each other’s
operations and activities, increases in the cost of operations and the loss of
each parties respective substances. 

Force Majeure 

It is understood and agreed that should Grantee be prevented
from conducting any testing and/or exploration activity contemplated by this
Agreement by (1) reason of force majeure (as hereinafter defined), (2) as a
result of any Federal or State Law, or any Order, Ruling, or regulation of
governmental authority, or (3) any delay in the ability of Grantee to acquire
any governmental or regulatory permit necessary for Grantee to carry out any
operation contemplated by this Agreement, then while so prevented, Grantee’s
obligation to comply with such covenants shall be suspended, Grantee shall not
be liable in damages for failure to comply therewith, and the Test Period of
this Agreement shall be extended while and so long as Grantee is prevented by
any such cause from conducting any testing or exploration operation on the
Premises contemplated by this Agreement. Force majeure for the purposes of this
Agreement shall include, without limitation, fires, floods, windstorms, other
damage from the elements, accidents, explosions, strikes, labor disputes, riots,
acts of terror, unavailability of transportation or necessary equipment,
legislation, permitting delays, public regulations or other action of government
authority, litigation, acts of God and acts of the public enemy. 

Page 7 of 11 




Venue 

This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of Texas. Any suit arising from or
relating to this Agreement shall be brought in Nueces County, Texas, and each
party hereto waives any right to any transfer of venue or plea to the
jurisdiction that might exist in the absence of this provision. In the event of
any default by a party in the performance of its obligations under this
Agreement, the “party obligee” (which term shall include the other parties, any
third party beneficiary hereunder, and any legal representative thereof) shall
be entitled to recover from the defaulting party whatever reasonable attorney’s
fees, court costs and other expenses said party obligee may incur in enforcing
performance. 

Other Agreements 

Grantor and Grantee shall execute and deliver any and all other
additional instruments and do any and all other further actions as may be
reasonably necessary to fully and effectively carry out the purposes of this
Agreement. 

Entire Agreement 

The foregoing sets forth the entire Agreement between the
parties hereto, and there are no verbal or oral agreements between the parties
not set out here in writing. If either party hereto desires to amend this
Agreement, then such Amendment shall be accomplished by an instrument in
writing, executed by all of the parties hereto. A Memorandum of Lease Option, if
any, entered into as of the same date of this Agreement and covering the
Premises, is intended for recording and is not intended to supersede, abrogate,
change, alter or modify any of the terms of this Agreement. 

Binding Effect 

This Agreement shall be binding upon and inure to the benefit
to the parties hereto, their respective heirs, devisees, legal representatives,
successors and permissible assigns. When fully executed, this Agreement shall be
binding upon all parties on whose behalf it is executed, whether or not named in
the body of this Agreement as Grantor, but expressly excluding individuals
signing in a representative capacity, unless such individuals are otherwise
bound in their individual capacities. Notwithstanding anything to the contrary,
this Agreement shall not become valid and shall have no force or effect until
executed by or on behalf of all of the parties named as Grantor and Grantee
herein. 

Multiple Counterparts 

This Agreement may be executed in any number of counterparts
and shall be binding upon each executing party, its successors and assigns. 

Page 8 of 11 




IN WITNESS WHEREOF, this instrument is as of and effective on
the Effective Date first written above. 

	 	GRANTOR: 
	 	  
	 	MESTEÑA UNPROVEN, LTD. 
	 	By: Mesteña, LLC, its Managing
      General Partner 
	 	(Tax ID. # 74-2443354) 
	 	  
	 	By: 	 
	 		Benjamin E. Eshleman III,
      President  
	 	  
	 	JONES RANCH MINERALS UNPROVEN, LTD.
    
	 	By: Mesteña, LLC, its Managing
      General Partner 
	 	(Tax ID. # 74-2444015) 
	 	  
	 	By: 	 
	 		Benjamin E. Eshleman III,
      President  
	 	  
	 	  
	 	  
	 	MESTEÑA PROVEN, LTD. 
	 	By: Mesteña, Inc., its Managing
      General Partner 
	 	(Tax ID. #74-2443358) 
	 	  
	 	By: 	 
	 		Benjamin E. Eshleman III,
      President  
	 	  
	 	  
	 	  
	 	GRANTEE: 
	 	  
	 	LEONCITO PROJECT, L.L.C. 
	 	  
	 	  
	 	By: 	 


Page 9 of 11 




ACKNOWLEDGEMENTS 

	STATE OF TEXAS 	§ 
	  	§ 
	COUNTY OF NUECES 	§ 


This instrument was acknowledged before me on ______________,
2016, by ________________on behalf of MESTEÑA UNPROVEN, LTD., a Texas limited
partnership. 

______________________________________
NOTARY PUBLIC, State of
Texas 

	STATE OF TEXAS 	§ 
	  	§ 
	COUNTY OF NUECES 	§ 


This instrument was acknowledged before me on ______________,
2016, by _________________on behalf of JONES RANCH MINERALS UNPROVEN, LTD., a
Texas limited partnership. 

_____________________________________
NOTARY PUBLIC, State of
Texas 

	STATE OF TEXAS 	§ 
	  	§ 
	COUNTY OF NUECES 	§ 


This instrument was acknowledged before me on ______________,
2016, by _________________on behalf of MESTEÑA PROVEN, LTD., a Texas limited
partnership. 

______________________________________
NOTARY PUBLIC, State of
Texas 

Page 10 of 11 





	STATE OF TEXAS 	§ 
	  	§ 
	COUNTY OF NUECES 	§ 


This instrument was acknowledged before me on ______________,
2016 by ________________on behalf of LEONCITO PROJECT, L.L.C., a Texas limited
liability company. 

________________________________________
NOTARY PUBLIC, State
of Texas 

Page 11 of 11 




EXHIBIT 4 

FORM OF AMENDED SURFACE USE AGREEMENT

ATTACHED TO AND MADE A PART OF THAT CERTAIN MEMBERSHIP INTEREST
PURCHASE AGREEMENT DATED MARCH 4, 2016, BY AND AMONG ENERGY FUELS INC., ENERGY
FUELS HOLDINGS CORP., MESTEÑA, LLC, JONES RANCH MINERALS UNPROVEN, LTD., AND
MESTEÑA UNPROVEN, LTD. 

Exhibit 4-1 





Form of Amended Surface Use Agreement attached as Exhibit 4

to Membership Interest Purchase Agreement, dated March 4, 2016 

AMENDED AND RESTATED SURFACE USE AGREEMENT 

BY AND BETWEEN 

 

ALTA MESA LAND, L.L.C., ET AL., AS OWNER 

AND 

LEONCITO PROJECT, L.L.C., ET AL., AS OPERATOR 

 

AMENDMENT DATE: __________ __, 2016 




AMENDED AND RESTATED SURFACE USE AGREEMENT 


	1.0
      	General
      Agreements 	2
	  	1.1
      	Use
      of Property 	2
	  	1.2
      	Production
      Operation Area 	4
	  	1.3
      	Owner's
      Use of Surface 	4
	  	1.4
      	Effective
      Date and Term 	4
	  	  	  	  	 
	2.0
      	Stipulations
      	5
	  	2.1
      	Camp
      Structures 	5
	  	2.2
      	Roads
      Constructed by Operator 	6
	  	2.3
      	Fences,
      Gates and Cattleguards 	6
	  	2.4
      	Maintenance
      and Repair 	8
	  	2.5
      	Operator's
      Use of Water 	8
	  	2.6
      	Owner's
      Water Supplies 	9
	  	2.7
      	Hunting
      and Fishing 	10
	  	  	2.7.1
      	Prohibition
      of Hunting and Fishing 	10
	  	  	2.7.2
      	Hunting
      Lease Compensation 	11
	  	  	  	  	 
	3.0
      	Payments
      	11
	  	3.1
      	Payments
      or Replacements and Stipulations 	11
	  	  	3.1.1
      	Drill
      Holes 	12
	  	  	3.1.2
      	Monitor
      Wells 	12
	  	  	3.1.3
      	Senderos
      and Roads 	12
	  	  	3.1.4
      	Agricultural
      Damages 	12
	  	  	3.1.5
      	Pipeline
      	13
	  	  	3.1.6
      	Due
      and Payable Period; Partial Waiver 	13
	  	  	3.1.7
      	Identification
      of Surface Damage Area 	 14
	  	3.2
      	Adjustment
      to Certain Payments (PPI) 	14
	  	  	  	  	 
	4.0
      	Maintenance
      and Restoration 	15
	  	4.1
      	Plugging
      	 15
	  	4.2
      	Trash
      	 15
	  	4.3
      	Utilities
      	 15
	  	4.4
      	New
      Materials 	 15
	  	4.5
      	Contamination
      	15
	  	4.6
      	Unauthorized
      Activities 	17
	  	  	  	  	 
	5.0
      	Indemnification
      and Insurance 	18
	  	5.1
      	Operator's
      Indemnification 	18
	  	5.2
      	Insurance
      	 19
	  	  	  	  	 
	6.0
      	Removal
      of Equipment and Other Property 	20
	  	  	  	  	 
	7.0
      	Assignment-Change
      of Ownership 	 20
	  	7.1
      	Owner's
      Right of Assignment 	 20


i






	  	7.2
      	Operator's Right of Assignment 	 20
	 	 	 	 
	8.0 	Force Majeure 	21
	 	 	 
	9.0 	Default 	21
	 	 	 
	10.0 	Warranty and No Homestead 	22
	 	 	 
	11.0 	Termination 	23
	 	 	 
	12.0 	Adverse Claim 	23
	 	 	 
	13.0 	Notices 	23
	 	 	 
	14.0 	Place for Payment and Permissible Venue 	24
	 	 	 
	15.0 	Apportionment of Payments to Owner 	25
	 	 	 
	16.0 	Entire Agreement 	25
	 	 	 
	17.0 	Binding Effect 	25
	 	 	 
	18.0 	Headings 	25
	 	 	 
	19.0 	Savings Clause 	25
	 	 	 
	20.0 	Time is of the Essence 	25
	 	 	 
	Exhibit A 	  	 
	 	 	 
	Exhibit B 	  	 


ii




AMENDED AND RESTATED SURFACE USE AGREEMENT 

THIS AMENDED AND RESTATED SURFACE USE AGREEMENT (this
"Agreement") is entered into on ________ ___, 2016 (the “Amendment Date”),
effective June 1, 2004 (the “Effective Date”) by and between ALTA MESA LAND,
L.L.C., a Texas limited liability company (“Alta Mesa”), and ALTO COLORADO
RANCHES, LTD., a Texas limited partnership (“Alto Colorado,” and together with
Alta Mesa, "Owner"), LEONCITO PROJECT, L.L.C., a Texas limited liability company
(“Leoncito Project”), LEONCITO PLANT, L.L.C., a Texas limited liability company,
(“Leoncito Plant”) and MESTEÑA URANIUM, L.L.C., a Texas limited liability
company, as agent (“Mesteña,” and together with Leoncito Project and Leoncito
Plant, "Operator"), and, as to Subparagraph 5.1. b only, Energy Fuels Holdings
Corp., a Delaware corporation (“EFHC”). 

R E C I T A L S 

WHEREAS, Owner is the surface estate owner of certain lands in
Brooks County, Texas, as described on Exhibit A attached to this
Agreement and incorporated by reference (the "Property") which for purposes of
this Agreement shall be considered to be 4,448.43 acres [NTD:
acreage to be verified], whether there actually be more or
less.

WHEREAS, Leoncito Project is the lessee under that certain
Amended and Restated Uranium Solution Mining Lease (the "Mineral Lease") entered
into on ___________, 2016, effective June 1, 2004, from MESTEÑA UNPROVEN, LTD.,
MESTEÑA PROVEN, LTD., and JONES RANCH MINERALS UNPROVEN, LTD., as lessors,
pertaining to the uranium, thorium, vanadium, molybdenum, other fissionable
minerals, and associated minerals and materials under or that may be produced
from the Property pursuant to the Mineral Lease (the "Leased Substances") and
contemplating the production of minerals, metals and materials the same as or
similar to the Leased Substances which are removed from real property outside of
the Property (“Offsite Substances”). In relation thereto, Leoncito Project,
Leoncito Plant and Mesteña have entered into that certain Uranium Mining
Contract dated June 1, 2004, appointing Mesteña as agent and pertaining to the
production of the Leased Substances and Offsite Substances at a processing
facility (the “Existing Plant”) owned by Leoncito Plant. 

1 




WHEREAS, Owner and Operator entered into that certain Surface
Use Agreement, dated June 1, 2004 (the “2004 Surface Use Agreement”) to set
forth the damages, compensation, rights, duties and obligations of the parties
with respect to Operator's use of the Property under the Mineral Lease.

WHEREAS, Owner and Operator wish to amend and restate the terms
and conditions of the 2004 Surface Use Agreement by and through this Agreement.


NOW THEREFORE, in consideration of the premises and the
payments, agreements, covenants and obligation of the parties set forth in this
Agreement, Owner and Operator and (as to Subparagraph 5.1. b only) EFHC agree as
follows.

A G R E E M E N T 

1.0     General
Agreements

1.1     Use of
Property: Owner acknowledges and confirms, for Owner and for
Owner's members, partners, successors and assigns, that Owner does not own, nor
claim any interest in and to, the Leased Substances or any other minerals in,
on, under or that may be produced from the Property [NTD: For
certain other surface use agreements (with surface owners other than Alta Mesa
Land and Alto Colorado Ranches) which will be based on this form, one or more of
the entities constituting the “Owner” may have a reversionary interest in the
minerals.]. Operator confirms that Leoncito Project, Ltd. holds
the dominant mineral estate as to the Property pursuant to the Mineral Lease,
including the right to enter upon the Property and explore for and produce the
Leased Substances. The parties acknowledge that there is no requirement or right
of Owner to consent to or approve of such entry by the holder of the mineral
estate upon the Property. Subject to the terms, conditions and covenants
contained in this Agreement and in consideration of the damage compensation
provided for in this Agreement, Owner acknowledges the right of Operator, its
successors and permissible assigns, to use the Property to exercise its rights
as holder of the dominant mineral estate as to the Property pursuant to and in
accordance with the Mineral Lease, and covenants to cooperate with Operator in
the exercise of such rights, including the following specific rights: 

1.1.1     the right of ingress and
egress to, from and upon the Property; 

1.1.2     the right to use so much
of the surface of the Property, as may be reasonably necessary to survey,
explore, prospect, drill, develop, extract and mine, produce, own, process,
transport, sell or deal in any other lawful way with any one or more of the Leased Substances; provided, Operator shall mine
only by in-situ leaching methods and shall not strip mine or mine by open pit
methods or by traditional underground methods involving adits, shafts, tunnels,
drifts and other open workings; provided further, prior to commencing mineral
production operations, Operator shall give to Owner, or its designated agent,
fifteen (15) days advance notice before moving any drilling or earth moving
equipment onto the Property, and oral confirmation shall be given to Owner, or
its designated agent, no later than forty-eight (48) hours prior to the actual
moving of such equipment onto the Property; 

2 




1.1.3     the right to construct,
install, use, maintain, repair and replace, buildings, shops, machinery,
facilities, structures roads, senderos, wells, lined waste water holding ponds,
deep disposal wells, pits for drilling, dumps, pipelines, telephone lines,
electricity transmission and distribution lines and transportation facilities
and other utilities in, on and under the Property and the right to relocate and
remove the same; provided, however, Operator shall not place any additional
processing plant on the Property without the prior written consent of Owner,
which consent Owner shall not unreasonably withhold or delay (taking into
account any accommodations or compensation by Operator that may be reasonably
required in the circumstances in addition to any payments to which Owner would
already be entitled under Paragraph 3.0 below); provided, further, Operator
shall not dispose of any hazardous waste on or under the Property or
intentionally discharge any substance on the surface of the Property except as
permitted by and in accordance with law and applicable regulations, licenses and
permits governing Operator’s operations on the Property; 

1.1.4     the right to inject gas,
waters, brines, other fluids, air and any other substances into the ore-bearing
sub-surface strata of the Property; 

1.1.5     the right to dispose of
waste substances and materials which have originated from the Property, Offsite
Substances, or waste substances and materials discharged by or in connection
with the Existing Plant, but only in deep disposal wells in accordance with the
terms of the Mineral Lease and this Agreement and the permits, rules,
regulations and orders of the Texas Commission on Environmental Quality, the
Texas Railroad Commission and other governmental agencies having jurisdiction
thereof; 

1.1.6     the right to construct,
install, use, maintain, repair and replace pipelines running from or across the Property for the purpose of moving
Leased Substances and Offsite Substances to the Existing Plant and/or moving
waste substances and materials to deep disposal wells located on the Property or
on lands outside of the Property;

3 




1.1.7    the right to conduct restoration
and reclamation operations on the Property; and 

1.1.8    such additional rights as are
reasonably necessary for the purpose of exercising the rights and privileges
granted by the Mineral Lease. The parties further acknowledge Operator's
exclusive right to conduct exploration, development and production activities on
the Property, provided that prior to commencement of production activities,
Operator shall not conduct exploration activities (i) during the period of time
designated by the Texas Department of Parks and Wildlife as the regular deer
hunting season in Brooks County, Texas or (ii) which use explosives unless it
first obtains the express written consent of Lessor. 

1.2     Production Operation
Area: Operator shall enclose each and every acre of the Property
and any property owned by Operator included within any production site, fenced
storage area, production pattern, building, structure, or site for erection by
Operator of equipment or facilities for use in its operations with a good and
substantial fence secured with sturdy posts and net wire so as to prevent the
entry of any livestock into such enclosed areas. Operator shall keep all of its
fixed machinery, facilities or equipment, ponds, tanks, and other reservoirs on
the Property within such enclosed fenced areas (the "Production Operation
Area"). 

1.3     Owner's Use of
Surface: Each Owner has the right to use its portion of the
surface of the Property for any lawful purpose, so long as Owner's use thereof
does not unreasonably interfere with the rights, interest and uses granted to
Operator under the Mineral Lease and this Agreement. 

1.4     Effective Date and
Term: The parties executed this Agreement (as an amendment to and
restatement of the 2004 Surface Use Agreement) on _________ __, 2016 (the
“Amendment Date,” as defined in the Preamble above). However, the Effective Date
of this Lease (as defined in the Preamble above) shall be deemed the June 1,
2004 Effective Date of the 2004 Surface Use Agreement. Unless sooner terminated
in accord with its provisions, this Agreement shall remain in force and effect
for the term of the Mineral Lease as defined in the Mineral Lease and for so long thereafter as Operator continues
to be licensed to process either Leased Substances or Offsite Substances at
Operator's processing facility.

4 




2.0     Stipulations 

2.1     Camp
Structures: Without the prior written consent of Owner, which
consent Owner shall not unreasonably withhold or delay (taking into account any
accommodations or compensation by Operator that may be reasonably required in
the circumstances), Operator shall not conduct any exploration, production or
processing nor construct any facilities necessary to the same within one
thousand five hundred (1,500) feet of the location of any of Owner's camp
structures located on the Property as of the Amendment Date. Notwithstanding the
foregoing, Owner hereby consents to the drilling and operation of up to three
(3) water monitor wells within one thousand five hundred (1,500) feet of the
Alta Mesa Camp and the Mesteña Field Office. For purposes of this Subparagraph
2.1, camp structures shall mean the residential or hunting camp principal
buildings and structures, plus the area within the immediate fenced boundaries
surrounding such buildings and structures, located on the Property as of the
Amendment Date. If Operator requests the written consent of Owner to conduct
exploration, production or processing, or to construct facilities necessary to
the same, within 1,500 feet of any of Owner's camp structures, and the proposed
activities will, in the reasonable opinion of Operator, materially impair or
restrict Owner's use of such camp structures, then Operator shall inform Owner
of such opinion in connection with the request for consent. In response to such
a request for consent and if Owner reasonably agrees with Operator's opinion as
to the impairment or restriction on Owner's use of the camp structures, then as
a condition of the consent to such activities, Owner may require Operator to
relocate and reconstruct such camp structures to a different location on the
Property of Owner that is reasonably acceptable to Owner and Operator, at
Operator's expense. If Owner elects to conditionally consent to a request of
Operator under this Subparagraph 2.1 that will require the relocation and
reconstruction of camp structures, then with such conditional consent Owner
shall notify Operator of the selected location for relocation of the camp
structures. If Operator elects to proceed with the proposed activities that will
require the relocation and reconstruction of camp structures, then such
relocated and reconstructed camp structures shall be of reasonably comparable
quality and nature to the original camp structures.

5 




2.2     Roads Constructed by
Operator: Operator shall not construct new roads on the Property
unless construction of new roads is reasonably necessary for the efficient
conduct of Operator's operations. In such event, the new roads shall be located
and constructed after full consultation with Owner to the end that damage to the
Property and inconvenience to Owner shall be minimized. Whenever reasonable,
Operator shall use existing roads rather than constructing new roads. Any new
road shall be constructed or upgraded and maintained by Operator in such manner
as to bear traffic necessary to Operator's operations. Maintenance shall include
brush control approximately fourteen (14) feet on each side of the road. Upon
termination of operations by Operator on the Property, or a portion thereof, all
roads and senderos constructed by Operator on the Property, or such portion
thereof, shall become the property of Owner. Provided however, Owner shall have
the option to require Operator to remove caliche and other hard road materials
from all or any part of a road and to plow and reseed with grass of Owner's
choice such road or portion thereof. Owner may exercise such option notice to
Operator within thirty (30) days of written notice by Operator of the
termination of Operator's operations on the Property or the termination of
Operator's use of any road, whichever occurs first. Owner may, at its sole risk,
use any road constructed by Operator so long as the use thereof does not
unreasonably interfere with Operator's use of such road. 

2.3     Fences, Gates and
Cattleguards: 

2.3.1     Operator shall construct
and maintain for its own use substantial gates and cattleguards, constructed so
as to turn livestock, at all points of ingress and egress to the various
pastures in which Operator may conduct its operations. However, no cuts shall be
made in any fence, no fence posts shall be removed or relocated and no wire or
staples shall be removed unless such operations are conducted under the
supervision and in accordance with the instructions of Owner or Owner’s
designated agent at the time such operations are conducted. At each such cut for
an opening Operator will install and brace a set of two (2) heavy "corner type"
posts at least eight inches (8") in diameter at their tops and twelve feet (12')
in length, embedded in the ground at least five feet (5'), with each set of such
posts being braced against each other with a two inch (2') pipe and by cross
wires, so as to prevent same from being pulled towards the tension of the fence
at each end of the opening to be made, to which the fence wires shall be
tightened and securely fastened in such a manner as to prevent 'sagging' of any
wires of said fence.Operator shall install a good and substantial gate at each such
opening, said gate to be kept locked with key thereto furnished to Owner, or its
designated agent. Owner's current designated agent is Dan Miller III, 2001 Old
Port Isabel Rd., Brownsville, Texas 78521; Telephone: (956) 203-5568 (for Alto
Colorado) or A.C. Jones, IV, 500 N. Shoreline Blvd., Suite 700, Corpus Christi,
Texas 78471; Telephone: (361) 884-3981, (361) 527-3712 (for Alta Mesa). 

6 




2.3.2     If Operator finds it
necessary to relocate any fence on the Property due to mining operations,
Operator shall either pay Owner the reasonable cost for the relocation of such
fence or undertake the relocation of such fence itself, to such location as is
reasonably acceptable to Owner. Prior to such relocation, Operator shall take
all necessary steps to ensure the enclosure of any pasture or trap, and Owner
will reasonably cooperate, or cause Owner's tenant(s) to reasonably cooperate,
in the movement of livestock to facilitate such relocation. After completion of
mining operations and restoration operations on the Property, and upon written
request of Owner, Operator will restore fences and access roads to their
original locations, or to such reasonable locations as Owner designates. If any
fence constructed by Operator divides or segregates more than 10.0 acres of the
Property used for grazing from another part or cuts off any part from a watering
place subject to use by Owner, Operator shall install passage lanes in any such
fence so that livestock may have reasonable passage to and from such land and/or
watering place. If Operator installs a cattle guard within any gate used for
movement of livestock, then, upon request of Owner, Operator shall install an
additional gate (without a cattleguard) not less than twenty-five feet (25') nor
more than one hundred feet (100') from such cattleguard to allow passage of
livestock. 

2.3.3     Operator shall keep all
gates locked when not in actual use unless otherwise instructed by Owner or
Owner's designated agent. Upon construction or installation, all gates and
cattleguards shall become the property of Owner; however, Operator shall
maintain them during the term of this Agreement. 

2.3.4      Operator shall
install and maintain a substantial metal gate with lock on any boundary fence
separating the Property from any public road, or any adjacent premises. Operator
shall maintain such gate and lock so as to prevent, to the best of its ability, unauthorized third parties from gaining access onto
the Property by means of such road and through such boundary fence gate. 

7 




2.3.5     During such limited
periods of unusually heavy ingress and egress to and from the Property by
Operator, its contractors and subcontractors, which necessitates an unlocked
access gate to the Property, Operator shall maintain a gate guard at such gate
in order to control and limit access only to those parties that have been
authorized by Operator or Owner. 

2.4     Maintenance and
Repair: All roads, bridges, cattleguards, and gates used by
Operator in its operations shall be kept and maintained in good repair by
Operator, and protected against damage by reason of such use. All cattleguards
used by Operator shall be maintained in a clean condition so as to prevent
cattle or other livestock from crossing them. 

2.5     Operator's Use of
Water: Owner acknowledges and consents to Operator's reasonable
use of water from the Property for operations, subject to the provisions of this
Subparagraph 2.5 and of Subparagraph 2.6. In drilling any water well, Operator
shall complete such well in water sands below a depth of six-hundred (600) feet
beneath the surface of the ground. Any such water well shall be cased from
surface through all zones to total depth with quality casing of at least
reinforced fiberglass pipe having a minimum of five inches (5") I.D. conforming
to API 5LR Grade R.83. If Operator shall drill any water well on the Property,
then, upon cessation of Operator's use of such well, it shall be delivered to
Owner, at Owner's request and without additional cost to Owner or Operator, for
the use of Owner, provided it is not necessary for Operator to plug and abandon
such well by reason of its operations under this Agreement, or to use such well
for its producing operations on the Property. Such well shall be delivered with
existing casing, but Operator may remove surface and/or subsurface pumping
equipment. After delivery of the well to Owner, Owner shall assume
responsibility for such well, and Operator shall have no further responsibility
or liability with regard to the well. With respect to any water developed by
Operator on the Property, by water well or otherwise, Owner shall have the right
without charge to Owner, to take and use water which is not needed by Operator
or so long as such removal or use of water by Owner does not interfere with or
adversely affect Operator's operations. 

The right to develop and use surface and ground water shall
include, without limitation, the right to construct and use dams, ponds, and
ditches, and the right to treat, store, inject and re-inject water and other substances for in-situ solution mining
on the Property; provided, however, said rights shall not include the right to
inject or re-inject water or other substances, or dispose of water or other
substances, in any fresh water sands used by Owner unless such injection or
re-injection is for the purpose of recovering Leased Substances from the
Property by solution mining from any such fresh water sands. Operator will
condition the borehole of any hole drilled on the Property with drilling
additives to seal off all saline water zones. 

8 




2.6     Owner's Water
Supplies: Operator shall not use water from Owner's wells, tanks,
or surface reservoirs without Owner's prior written consent. If Operator desires
to purchase water for its operations from Owner's then existing wells, tanks or
surface reservoirs, then Owner shall have the first right, but shall not be
obligated, to sell such water to Operator at the going fair market price in the
area. Operator's operations shall be conducted, to the extent reasonably
practicable, so as not to damage any water supply of Owner. If, however, to
properly explore, develop, and mine the Property for Leased Substances or
otherwise conduct operations hereunder, such operations result in damage,
destruction or other loss of use of Owner's wells, tanks or surface reservoirs,
Operator shall, after consultation with Owner, repair, restore, or replace any
well, tank, reservoir, or other water facility so damaged, destroyed or rendered
unusable, if feasible in the opinion of Operator. If not so feasible, then
Operator shall pay the replacement value to Owner for any such damage sustained,
including, without limitation, any reservoir, water trough, road, and fencing
incidental to such facility. 

Operator shall exercise due care to protect and prevent ground
water in the Property from being contaminated or damaged by dangerous materials
or poisonous trace elements from Operator's operations under the Mineral Lease,
and shall protect against contamination by disposing of waste materials in
accordance with the rules and regulations of the Texas Commission on
Environmental Quality, the Texas Department of Health, the Texas Railroad
Commission and other governmental agencies having jurisdiction thereof. Owner
and Operator recognize that in-situ solution mining and Operator's operations
under the Mineral Lease may require, or result in, the alteration, relocation,
or degradation in the quality or quantity of Owner's existing water supplies. In
such event, or when Operator deems it necessary to undertake activities which
require or result in such alteration, relocation or degradation of Owner's
existing water supplies, Operator shall repair, restore or replace any well,
tank, surface reservoir, fences, roads or other water facility or improvements
so altered, relocated or degraded; and said facility as so repaired, restored, or replaced shall be of a capacity
and quality substantially as good as that damaged or degraded. Replacement of
any such facilities shall be at a reasonable location to be designated by Owner.
To the extent possible, Operator shall conduct its operations in such a manner
as not to prevent the passage of livestock to existing water facilities. The
word "damage" and the word "destroy" as used in this Agreement in connection
with any water supply shall mean and include contamination. Contamination of
water supply shall mean the addition of chemical or radioactive substances to
any water supply to a degree that requires any response action under federal or
state law or renders the water supply unsafe or unfit for uses for which they
were otherwise safe and fit before the commencement of Operator’s operations. 

9 




Operator's liability with respect to damage, contamination or
destruction of any watering facility under Subparagraphs 2.5 and 2.6 shall
survive the termination of this Agreement, and shall be a continuing liability
until four (4) years from the date Operator receives a full release of
performance bond pursuant to Texas Commission on Environmental Quality
TAC.331.142, 331.143 and 331.144. Such four (4) year limitation of action or
actions for damages shall not commence to run until Operator receives such
release. 

2.7     Hunting and
Fishing: 

2.7.1     Prohibition of
Hunting and Fishing: Operator and its agents, servants, invitees,
employees, contractors, subcontractors or anyone connected with or claiming
under Operator (collectively with Operator, a "Related Person") shall have no
right to fish, hunt or trap any animals on or from the Property. A Related
Person shall not bring any firearms or any implements designed for hunting or
trapping game onto the Property or on any private road leading to the Property
or on any property in which Owner has an interest, except as may be required by
Operator to comply with applicable State or Federal laws and regulations. In
conducting its operations, Operator shall use commercially reasonable efforts to
prevent Related Persons entering the Property from unreasonably disturbing
livestock or bringing or keeping any type of dog or cat or livestock on the
Property. In addition Operator shall cooperate with Owner to prevent persons
other than Related Persons ("Non-Related Persons") from doing the same, but
Operator shall not be liable for the actions of Non-Related Persons. Owner or
Owner's designated agent may inspect any vehicle entering the Property or any
private road leading to the Property or any other property in which Owner has an
interest for firearms, implements designed for hunting, dogs, cats or livestock. For
each separate violation of this Subparagraph by Related Persons, Operator shall
pay to Owner liquidated damages in the amount of One Thousand Five Hundred
Dollars ($1,500.00), such sum being acknowledged to be a reasonable estimate and
compromise of the actual damages to Owner under the circumstances. Operator
agrees to inform all Related Persons of the terms and provisions of this
Subparagraph prior to allowing any such parties to come upon the Property by
virtue of the Mineral Lease or this Agreement. 

10 




2.7.2     Hunting Lease
Compensation: If as a result of Operator's operations under the
Mineral Lease, (i) any existing hunting or fishing lease or sublease covering
any portion of the Property is terminated by the then current hunting or fishing
lessee or sublessee or must be modified to satisfy the current hunting or
fishing lessee or sublessee, or (ii) Owner or a lessee of Owner is prohibited
from entering into any future hunting or fishing lease on reasonable market
terms, then Owner shall notify Operator, and Operator shall pay to Owner a
dollar amount equal to the fair market rental income lost due to the
termination, modification or failure to lease the portion of the Property in
question. The notice from Owner shall describe the portion of the Property in
question, the dollar amount of the lost rent and the rental terms of the
modified or terminated lease. 

3.0     Payments


3.1     Payments or
Replacements and Stipulations: Operator shall promptly repair or
replace any roads, fences, buildings or other improvements of Owner that may be
damaged or destroyed by virtue of Operator's operations under the Mineral Lease
to the condition immediately prior to such damage or destruction; or at Owner's
option pay to Owner the fair market cost of repair of damaged improvements or
the fair market value of destroyed improvements. Owner shall accept such repair,
replacement or payment in lieu of common law damages, and agrees not make claim
for damages beyond the repair, replacement or payment provisions of this
Agreement, regardless of whether such damage was caused by the negligence of
Operator. In addition to the foregoing compensatory payments, Operator also
agrees to pay as consideration for the use of, and damage to, the surface of the
Property and Owner's covenant to cooperate with Operator's exercise of its
rights under the Mineral Lease, the following amounts: 

11 




3.1.1     Drill
Holes: Operator shall pay to Owner a one-time payment of $150.00
for each exploratory test hole and a one-time payment of $90.00 for each
development test hole dug or drilled by Operator on the Property outside the
Production Operation Area as defined above in Subparagraph 1.2. Such payments
shall be submitted to Owner along with a diagram, drawn to scale, designating
the location of each hole and the date each hole was drilled. Development test
holes shall be those holes drilled on a density pattern of five (5) or more
holes per acre. 

3.1.2     Monitor
Wells: For each monitor well required to be placed on the
Property outside of the Production Operation Area, Operator shall pay Owner the
sum of $160.00 per year. In the event that any such monitor well is suitable for
production of water, then, upon cessation of Operator's use thereof, such well,
if not within an existing or contemplated Production Operation Area, shall, upon
request of Owner, subject to applicable regulatory conditions or requirements,
be delivered to Owner in the same manner as wells completed for water production
by Operator and provided for in this Agreement. While in use by Operator,
Operator shall mark the location of each monitor well for visible identification
and shall provide to Owner on a quarterly basis copies of the water sample
reports that Operator normally submits to state regulatory authorities from each
monitor well located on the Property. 

3.1.3     Senderos and
Roads: Operator shall pay to Owner a onetime payment of $25.00
per rod (or a pro-rata sum for each fractional rod) within each new road
constructed or $16.00 per rod (or a pro-rata sum for each fractional rod) within
each new sendero made on the Property by Operator. In the event any such new
senderos are constructed, same shall be two (2) bulldozer blades wide, and shall
be properly terraced with spreader dams on slopes so as to prevent erosion and
washing of waters in times of heavy rainfall. 

3.1.4     Agricultural
Damages: Each acre or portion thereof within the Production
Operation Area, and each acre of the Property outside of the Production
Operation Area containing any pipelines constructed or installed by Operator on
the Property, shall be deemed to have been taken out of agricultural use on the
date on which the enclosure of such acreage is completed, or, as to pipelines
outside of the Production Operation Area, on the date Owner is deprived of use
of the surface area. Operator agrees to pay to Owner from the date each such acre or fractional acre
is deemed taken out of agricultural use, for the area of the deep disposal well,
an annual sum equal to $830.00 per acre (or pro-rata sum for each fractional
acre) and for the area of the well fields, fenced pipelines, and other
production facilities, excluding Monitor wells as provided for in Subparagraph
3.1.2, an annual sum equal to $500.00 per acre (or pro-rata sum for each
fractional acre). Upon cessation of such use of any acreage and removal of all
equipment, such acreage shall be reclaimed by root plowing and seeding in grass
and through the establishment of plant cover, soil stability, or other measures
appropriate for subsequent beneficial use of the Property. Owner and Operator
recognize that crop or grass damages of whatever kind or character, wherever
located in, on or under the Property, which may be caused by Operator's
operations are very difficult to accurately estimate or determine. Therefore,
Owner and Operator agree that the amounts set forth in Subparagraphs 3.1.1
through 3.1.4 above are a reasonable forecast of the just compensation, if any,
which would be due Owner for such temporary damages, and that, therefore, such
amounts and payments shall constitute full and complete liquidated damages for
any such temporary damages (excepting damages caused by the gross negligence or
willful misconduct of Operator). 

12 




3.1.5     Pipeline:
Operator shall pay to Owner a one-time payment of $25.00 per rod (or a
pro-rata sum for each fractional rod) of pipeline installed by Operator outside
the Production Operation Area within the Property. At Owner's request, Operator
shall provide a method for cattle to cross the pipelines. Additionally pipelines
laid between pipelines carrying pregnant and barren lixivant need not be buried.


3.1.6     Due and Payable
Period; Partial Waiver: Except as otherwise specifically
provided, any payments under Paragraph 3.1 shall be paid in full on or before
December 31 of the year during which such payments accrue. Notwithstanding any
other provision in this Agreement, Owner hereby agrees to defer the receipt of
any payments under this Paragraph 3.1 for the period beginning on the Amendment
Date and ending on December 31, 2018, until June 30, 2019; further, Operator
shall have the option, at its sole discretion, to pay up to 50% (fifty percent)
of the total deferred payment amounts in the form of common shares of Energy
Fuels Inc. (“EFI’s common shares”), valued based on the Volume Weighted Average
Price of EFI’s common shares on the NYSE MKT LLC stock exchange for the ten (10) trading days ending on the
last trading day prior to the date of payment to Owner. Owner acknowledges that,
as of the Amendment Date, no payments required under Paragraph 3.1 of the 2004
Surface Use Agreement remain outstanding or unpaid, and Operator has no
obligation in respect of any such payments. 

13 




3.1.7     Identification of
Surface Damage Area: Any damage payment made by Operator to Owner
for damages to the surface of the Property or to improvements or facilities of
Owner, shall be accompanied by a plat, map or other suitable information so that
Owner may readily identify the lands or improvements involved. 

3.2     Adjustment to Certain
Payments (PPI): All payment amounts set forth in Subparagraphs
3.1.1 through 3.1.5 above (“Use Payment Amounts”) shall be subject to possible
increase (but not decrease) on each anniversary of the Amendment Date based on
changes in the Producer’s Price Index for Finished Goods (not seasonally
adjusted) (“PPI”) published by the United States Department of Labor, Bureau of
Labor Statistics, on its official website
(http://www.bls.gov/ppi/data.htm).

For purposes of determining whether or not the Use Payment
Amounts for a given year will be increased pursuant to this Subparagraph, the
term "Base Index Number" shall mean the published PPI value for the month of the
Amendment Date (using the latest version of index data available on the date of
then-current anniversary), and the term “Comparison Index Number” shall mean the
published PPI value for the month immediately preceding then-current anniversary
(using the latest version of index data available on the date of then-current
anniversary). With respect to the Comparison Index Number, if the PPI data for
the month immediately preceding then-current anniversary are not available as of
the date of then-current anniversary, the PPI data available for the next
closest preceding month shall be used instead.

Beginning on the first anniversary of the Amendment Date, and
on each anniversary thereafter during the term of this Agreement, Operator shall
determine the Use Payment Amounts for the upcoming year as follows: First,
Operator shall divide the Comparison Index Number by the Base Index Number. If
the quotient is greater than 1.0, Operator shall multiply the quotient by each
Use Payment Amount, respectively, to determine the increased Use Payment Amounts
for the upcoming year. If the quotient is less than 1.0, the Use Payment Amounts
for the upcoming year shall remain as set forth in Subparagraphs 3.1.1 through
3.1.5 above.

14 




If publication of the PPI is discontinued any time after the
Amendment Date, the parties will meet and agree upon a comparable new formula or
index. 

4.0     Maintenance and
Restoration: 

4.1    
Plugging: Operator agrees that it will plug or fill-in
any exploratory or development test holes or other holes dug or drilled by it on
the Property in such manner as to comply with all regulations and rules of any
governmental authority applicable to operations under the Mineral Lease and to
prevent cave-ins. In plugging or filling such holes, the topmost part of any
casing shall be cut-off 36" below the surface so that the top 36" of all holes
shall be filled with topsoil. Operator further agrees that in the event any
saltwater-bearing sand is penetrated by one of Operator's holes, the same will
be plugged with cement in such a manner as to prevent passage of any fluid into
the hole above or below such saltwater-bearing sand. 

4.2     Trash:
Operator shall keep the Property free from trash or debris resulting from
Operator's operations. 

4.3    
Utilities: To the extent allowed by any applicable
public utility, Owner shall have the right to connect to any utility lines
utilized by Operator; provided, Owner’s connection to and use of such utility
lines shall not materially impair Operator’s operations on the Property. In the
event Owner exercises such right, Owner shall be responsible for all expenses of
such connection and for the separate metering of Owner's usage. Upon the
termination of Operator's usage of such utilities, and to the extent possible,
said utility lines shall remain in place and title thereto shall pass to Owner.


4.4     New
Materials: New materials of at least equal quality shall be used
in determining replacement value, or in repairing or constructing, any
improvements damaged or destroyed on the Property by Operator. 

4.5   
 Contamination: Operator shall perform all
activities on the Property in a good and workmanlike manner and in accordance
with locally prevailing industry standards and applicable law. Operator shall
exercise due care to protect and prevent the Property from becoming contaminated
as a result of Operator's operations. Contamination means changes to the
surface, subsurface, water sands or ore bearing sands from their pre-mining
condition through the addition of radioactive or chemical substances to an
extent that requires any response action under federal or state law or renders
the surface, subsurface, water sands or ore bearing sands unsafe or unfit for uses for which they were otherwise safe and
fit before the commencement of Operator’s operations; provided, however,
upon the release by all applicable regulatory authorities of Operator’s
reclamation and other obligations under all required licenses and permits, all
such surface, subsurface, water sands and ore bearing sands that were subject to
such licenses and permits shall be deemed to be safe and fit for uses for which
they were otherwise safe and fit before the commencement of Operator’s
operations. At a minimum, Operator shall protect against contamination as
required by governmental regulations. 

15 




4.5.1     If a portion of the
Property becomes contaminated as a result of Operator's operations, then
Operator shall use economically reasonable efforts to restore the contaminated
Property to safe and usable condition consistent with the pre-mining uses of
such Property in compliance with all governmental regulations in connection
therewith. If after attempted full restoration and reclamation, Operator has
been unable to remove said contamination at a cost reasonably related to the
value of such Property prior to such contamination, Operator will purchase such
Property from Owner, and Owner will convey such Property to Operator. Operator
shall pay to Owner, for the purchase of such Property and as compensation for
such contamination, a sum equal to one hundred percent (100%) of the market
value of such Property as of the time that the Owner discovers such
contamination, with such market value determined as if the contamination did not
exist ("Contaminated Value") for the surface area contaminated. If any statute
of limitations is available to Operator as a defense against a claim by Owner
under this Subparagraph, the applicable period of limitations shall not be
deemed to commence until discovery by Owner of the claimed contamination. 

4.5.2      Notwithstanding any
other provision of this Agreement, if as a result of any operation conducted by
Operator, the surface of the Property, or the surface of any lands belonging to
Owner, are damaged to the extent that it is deemed necessary that Owner's land,
or any part thereof, should be taken for any public or quasi-public use under
any governmental law, ordinance, or regulation, or the rights of eminent domain,
or should be sold to a condemning authority under threat of condemnation, Owner
shall receive the Contaminated Value for each surface acre of the surface area
acquired under condemnation proceedings or as a result of a sale to a condemning
authority under threat of condemnation. In the event an award of damages for the
taking of the surface of such land is made as a result of condemnation proceedings, or a sum
is received by Owner as a result of a sale to a condemning authority under
threat of condemnation, which sum is less than the equivalent of the
Contaminated Value, Operator agrees to pay Owner a sum equal to the difference
between the amount actually awarded in such condemnation proceedings, or the
amount received by Owner as a result of sale to a condemning authority under
threat of condemnation, and the Contaminated Value for such land so taken or
sold. The damages provided for under this Subparagraph shall be paid to Owner in
addition to any sum or sums received by Owner as compensation for the diminution
in value of land not so taken or sold as a result of condemnation, or threat of
condemnation, customarily referred to in condemnation proceedings as "the
remainder". 

16 




In determining the Contaminated Value under this Subparagraph
4.5, the parties shall negotiate in good faith to agree to the market value of
the land involved as of the time that the Owner discovers such contamination. In
the event such agreement cannot be made within thirty (30) days after
notification of such contamination, then the parties shall attempt to agree on a
third party land appraiser to determine such market value, which will be binding
upon the parties. If such independent third party appraiser cannot be agreed
upon within the succeeding thirty (30) day period, then each party shall
designate their respective land appraisers, who in turn will appoint a third
party independent land appraiser who shall thereupon determine such market value
of the contaminated land and such determination shall be final and binding upon
the parties. Notwithstanding any other provision of this Agreement, if the
respective land appraisers designate a third party independent land appraiser,
as provided in this Agreement, such third party independent land appraiser shall
be a member of the American Institute of Real Estate Appraisers. 

4.5.3     Operator's obligations
relative to the cleanup and restoration of any contamination on the Property
(including the Indemnity provision of Paragraph 5) shall survive the purchase of
contaminated land, assignment of the Mineral Lease, termination of the Mineral
Lease (partial or total), and/or termination of this Agreement.

4.6     Unauthorized
Activities: If any person employed by Operator, contracted or
subcontracted by Operator is found to have violated any of the LEONCITO RANCH
RULES attached to this Agreement as Exhibit B, Owner may notify Operator and
furnish pertinent documentation relating to such violation and request that such
violator shall be prohibited from entering the Property. Within forty-eight (48)
hours after the date of delivery of the notice, Operator shall comply with the
request of Owner and prohibit such violator from thereafter entering the
Property.

17 




5.0     Indemnification and
Insurance 

5.1     Operator's
Indemnification: 

a.     Operator and EFHC (but EFHC only
in respect of environmental-related claims as described in the following
paragraph b. and no other claims) shall hold harmless, indemnify and defend
Owner from and against any damages, costs (including attorney's fees), suits or
claims for damages, or injury to persons or property (including but not limited
to environmental-related claims as described in the following paragraph b.)
caused by, arising out of, or resulting from the operations by Operator,
Operator's agents, employees, invitees or independent contractors on the
Property (the "Operator's Indemnification"). The Operator's
Indemnification will apply even if the subject injury or
damage is caused in whole or in part by the negligence of Owner, but
will not apply to the extent such injury or damage is
caused by the gross negligence or willful misconduct of
Owner. The Operator's Indemnification shall not be limited
to damages, compensation or benefits payable under insurance policies, workers’
compensation acts, disability benefit acts or other employees’ benefit acts.
This section shall survive the termination of this Agreement; provided, however,
the Operator’s Indemnification set forth herein shall terminate upon the
cessation of mining in regard to the Leased Substances and the completion of
applicable reclamation requirements in the State of Texas as evidenced by a
final notice of approval of same issued by the Texas Commission on Environmental
Quality, the Surface Mining and Reclamation Division of the Railroad Commission
of Texas or other applicable agency within the State of Texas. 

b.     The Operator’s Indemnification
includes any and all claims arising out of or relating to acts or omissions of
Operator (including Operator's agents, employees, invitees or independent
contractors) that cause or result in (a) discharge of hazardous substances (as
defined by any federal, state or local environmental law or regulation), the
threat of discharge of hazardous substances, or the presence of hazardous
substances affecting the Property (other than the generation, storage, treatment,
discharge, location or presence of hazardous substances permitted by and in
accordance with law or applicable regulations, licenses and permits); and (b)
removal costs, remedial costs, response costs, and assessment costs, incurred or
required by federal, state or local government, with respect to such hazardous
substances. 

18 




5.2    
Insurance: Operator will require all third party
contractors performing services for Operator on the Property to maintain
commercially reasonable insurance coverage in connection with such services
rendered. Operator will obtain and maintain at all times while this Agreement is
in force adequate insurance, naming Owner as an additional insured on each
policy (other than workers compensation), including broad form blanket
contractual liability coverage, but excluding environmental liability, and a
waiver of subrogation by the insurance company to claims against Owner. Operator
shall, prior to commencement of any operations on the Property, and at all times
during the term of this Agreement, maintain a minimum coverage, including the
following: 

a.     Workers compensation insurance
covering all of Operator's employees engaged in operations on the Property
in compliance with the laws of the State of Texas and Employer's Liability
Insurance of $100,000.00 for injuries to or death of any one employee and
$100,000.00 for injuries to or death of more than one employee resulting from
any one accident; and 

b.     General public liability and
property insurance in connection with all operations conducted on the Property,
with a limit of not less than $1,000,000.00 for injuries to or death of any one
person resulting from any one accident, not less than $1,000,000.00 for injuries
to or death of more than one person resulting from any one accident, and
property damage limit of not less than $1,000,000.00 per accident, $5,000,000.00
aggregate, and such property damage insurance shall not exclude liability for
loss of or damage to property on or above the surface of the earth arising from
a blowout or cratering of a drill hole, injection or production well; and 

c.     Automobile public liability and
property damage insurance in connection with all operations conducted on the
Property (including coverage on owned and non-owned automotive equipment) with
bodily injury or death limit of not less than $500,000.00 for injuries to or
death of any person resulting from any one accident, and not less than
$500,000.00 from injuries to or death of more than one person resulting from any
one accident, and property damage limit of not less than $500,000.00 per
accident; and 

19 




d.     Excess umbrella coverage in the
amount of at least $10,000,000.00. Upon request of Owner, Operator shall furnish
Owner current certificates of insurance, or abstracts thereof, issued by its
insurers under all such policies as evidence that all of such insurance is
carried 

6.0     Removal of Equipment
and Other Property: Owner acknowledges that during the one
hundred eighty (180) days following termination of the Mineral Lease, Operator
shall be entitled to remove all Leased Substances and any other personal
property of Operator located, stockpiled or stored on the Property. Operator
shall remove any equipment, machinery, tools, supplies, pipe, buildings and all
other facilities and installations placed on the Property by Operator. 

7.0     Assignment-Change of
Ownership: The rights and obligations of either party may be
assigned in whole or in part as set forth below, and the provisions of this
Agreement shall extend to their respective successors and permissible assigns.


7.1     Owner's Right of
Assignment: The rights and covenants of Owner under this
Agreement may be assigned by Owner to a successor owner of the Property in
connection with the sale or other conveyance of the Property without the consent
of Operator provided, however, Owner shall remain responsible for any
obligations or liabilities of Owner arising hereunder prior to the date of any
such assignment. 

7.2     Operator's Right of
Assignment: The rights and obligations of Operator under this
Agreement may be assigned in whole or in part by Operator without the consent of
Owner to any affiliate of Operator or any assignee of Operator under the Mineral
Lease who agrees to assume all such rights and obligations. Operator may assign
its rights and obligations under this Agreement to an entity who is not an
affiliate or an assignee under the Mineral Lease only upon Owner’s prior written
consent, which consent Owner shall not unreasonably withhold or delay. In the
event of any assignment by Operator hereunder, Operator shall remain responsible
for any obligations or liabilities of Operator arising hereunder prior to the
date of such assignment. Notwithstanding the foregoing, nothing in this
Agreement shall limit the ability of the publicly traded ultimate parent Company
of Operator from entering into or participating in a merger, acquisition,
take-over, arrangement, amalgamation or other form of business combination that
results in a change of control of such entity, and any such change in control
shall not be considered an assignment of this Agreement that would require the
consent of Owner.

20 




8.0     Force
Majeure: Operator shall not be deemed in default, or to have
ceased performance of Operator's obligations under this Agreement, during any
period in which performance or operations are prevented by any cause beyond
Operator's control, after a good faith effort to comply with any such
obligations ("Force Majeure") which term shall include: any act of God,
including but not limited to storms, floods, washouts, landslides, and
lightning; acts of the public enemy; wars, blockades, terrorism, insurrections
or riots; strikes or lockouts; epidemics or quarantine regulations; laws, acts,
rules, regulations, orders, application or permit denials or requests of
federal, state, municipal or other governmental officers or agents acting under
color of authority; or the failure or delay of any governmental agency to act
upon a request or application or any other act required by any such agency in
connection with Operator's operations or proposed operations on or affecting the
Property. 

Upon the occurrence of Force Majeure, Operator shall give
written notice to Owner and reasonably full particulars in writing of the cause
of Force Majeure within thirty (30) days after the occurrence, and upon giving
of such notice Operator shall be excused from performing the obligation (other
than the Operator's Indemnification) prevented for a period equal to the period
of Force Majeure, but no longer. Operator shall also notify Owner of the ending
date of such period of Force Majeure within thirty (30) days thereafter. The
provisions of this Paragraph shall not suspend or delay the time for payment of
compensation for damages, or any other payments payable under the provisions of
this Agreement. Operator's obligations under this Agreement may not be suspended
by reason of Force Majeure for a cumulative period of time in excess of five (5)
years after Operator has obtained all licenses and permits allowing it to
commence production of Leased Substances pursuant to the Mineral Lease. 

9.0    
Default: If Owner considers there to be a breach of
this Agreement, then Owner shall notify Operator in writing and shall, in such
notice, set forth the facts relied upon by Owner for the giving of such notice.
Operator shall have forty-five (45) days after receipt of such written notice
within which to commence compliance and shall thereafter use due diligence to
complete compliance with such covenant and shall promptly complete compliance
within a reasonable time. Provided, however, if the breach is a failure to pay,
when due and payable, any payment provided for in this Agreement, Operator shall have thirty (30)
days after receipt of Owner's written notice within which to pay or tender such
sum. 

21 




If Operator defaults in the payment of any damages, other
obligations, benefits, and monies which may become due to Owner from Operator
under the provisions of this Agreement, such damages, other obligations,
benefits, and monies shall bear interest at an annual rate of one (1) percentage
point over the prime commercial rate quoted from time to time by Bank of America
Corpus Christi, Corpus Christi, Texas (but in no event less than an annual rate
of ten percent (10%), and in no event in excess of an annual rate of fifteen
percent (15%)) from the due date until paid, or, in the case of sums paid by
Owner, from the date Owner makes such payment until the date Owner is reimbursed
by Operator therefor. In the event such bank (or successor bank) should fail,
liquidate, or be succeeded by another bank, then Owner and Operator shall select
another bank as the bank that shall establish the prime commercial rate. 

10.0     Warranty and No
Homestead: Owner warrants to Operator that Owner holds good and
indefeasible title and agrees to defend such title to the Property subject to
(i) rights of third parties under any right-of-way easements apparent upon the
Property or filed of public record, and (ii) all existing leases, rights and
encumbrances of record, and (iii) the lease to Big Buffel, LLC, P.O. Box 1860,
Bentonville, Arkansas 72712-1860, Jim Walton, President, Attn: Merrill White
(479-464-1528), and (iv) any agricultural and/or hunting leases or subleases in
existence and identified by Owner in writing prior to the Amendment Date. At its
option and after giving Owner at least thirty (30) days advance notice, Operator
may discharge any delinquent tax, mortgage or lien upon Owner's interest in the
Property, either in whole or in part, provided the validity or amount of such
tax, mortgage or lien is not being contested in good faith in a court of
competent jurisdiction. If Operator discharges any such tax, mortgage or lien,
then Operator shall be subrogated to such tax, mortgage or lien with the right
to enforce the same and the further right to deduct any such payment made by
Operator, together with an annual interest charge at the same rate as provided
in Paragraph 9.0, from any damages or other payments under this Agreement
payable to Owner of the interest in the Property to which such tax, mortgage or
lien applied. If applicable, Owner hereby releases and relinquishes any right of
homestead exemption which Owner may have in the Property. 

22




11.0    
Termination: Provided Operator has complied with all
governmental regulations and all terms of the Mineral Lease, then Operator may,
by notice to Owner, at any time terminate this Agreement as to all or any
portion of the Property. Upon such a termination Operator shall be released from
further obligations and liabilities under this Agreement except as to those
obligations which have then occurred and become fixed, those obligations which
have not been barred by the statute of limitations and those obligations which
survive any termination of this Agreement. Any partial termination of this
Agreement must describe the portion of the Property to be surrendered under the
terms of this Paragraph. 

12.0     Adverse
Claim: In case of suit, adverse claim, dispute or question, as to
the ownership of the Property, Operator shall not be in default in payments
under this Agreement until the suit, claim, dispute or question has been finally
disposed of. Any payments withheld shall be deposited in an interest bearing
account and, together with interest thereon, shall be paid on or before thirty
(30) days after Operator has been furnished with the original instruments
disposing of the suit, claim or dispute (or certified copies thereof), or after
Operator has been furnished with proof sufficient in Operator’s opinion, to
settle the question. 

13.0    
Notices: All notices required or permitted to be given
under this Agreement shall be in writing and may be delivered personally, by
recognized overnight courier, by e-mail or by registered or certified mail, all
charges prepaid, return receipt requested to the party to be notified at the
address for such party set forth in this Paragraph 13 or at such other address
within the continental United States of America as the party to be notified may
have designated at least thirty (30) days prior thereto by notice to the other
parties. All notices shall be deemed properly delivered upon actual receipt or
three days following deposit in the United States mail addressed to the party in
accord with this Paragraph. All notices shall be delivered at the following
addresses: 

If to Owner 

Alta Mesa Land, L.L.C. 
105 West
High Street 
Charlottesville, Virginia 22902 
Attn: Mr. W. McIlwaine
Thompson, Manager 

23




Alta Mesa Land, L.L.C. 
1707 N.
Main Street 
Suffolk, Virginia 23434 
Attn: Mrs. Alice Thompson Cross,
Manager 

And to 

Alto Colorado Ranches, Ltd. 
Alto
Colorado GP, LLC
2001 Old Port Isabel Rd.
Brownsville, Texas 78521

Attn.: Dan Miller II, Manager

If to Operator 

	 	Leoncito Project, L.L.C., Leoncito
Plant, L.L.C., and 
	 	Mesteña Uranium, L.L.C. 
	 	c/o Energy Fuels Inc. 
	 	225
Union Blvd., Suite 600 
	 	Lakewood, Colorado 80228 
	 	Attention: 	David Frydenlund 
	 	  	(dfrydenlund@energyfuels.com)
  


With copy to 

	 	Haynes and Boone, LLP 
	 	1801
Broadway, Suite 800 
	 	Denver, Colorado 80202
	 	Attention: 	John D. Fognani; Michael T. Hegarty 
	 	  	(john.fognani@haynesboone.com; 
	 	  	michael.hegarty@haynesboone.com)
  


14.0     Place for Payment and
Permissible Venue: Any sums becoming due by Operator to Owner
hereunder, shall be paid to the Owner at the first address for notice to such
Owner set out above. This Agreement is performable, or partly performable, in
Nueces County, Texas. With respect to any dispute between Operator and Owner
concerning this Agreement, each party agrees that Venue, to the extent allowed
by Law is to be determined by the parties, shall lie and be in the District
Court of Nueces County, Texas, or the United States District Court of the
Southern District of Texas. The rights and duties of the parties under this
Agreement shall be governed by the laws of the State of Texas. 

24 




15.0     Apportionment of
Payments to Owner: Alta Mesa and Alto Colorado, or their
respective tenants, as the case may be, shall be entitled to any payments which
become due under this Agreement as a result of surface damages, damage to
personal property or other payments due Owner, as an owner or as a party
lawfully in possession of the surface. Owner has furnished Operator copies of
plats depicting the perimeter of the Property and the division of surface
ownership of the Property. 

16.0     Entire
Agreement: This Agreement constitutes the entire agreement of the
parties as to the subject matter covered in this Agreement. 

17.0     Binding
Effect: This Agreement shall be binding upon and inure to the
benefit to the parties, their respective successors and permissible assigns.

18.0     Headings:
Paragraph headings in this Agreement are for convenience only and do not
constitute part of this Agreement. 

19.0     Savings
Clause: In the event a court of competent jurisdiction determines
by final judgment that any provision of this Agreement is invalid, such
invalidity shall not affect the validity of the remaining provisions of this
Agreement.

20.0     Time is of the
Essence: Time is of the essence of this Agreement. 

IN WITNESS WHEREOF, this instrument is executed as of and
effective on the date first written above. 

[Signature Pages follow] 

25 






	OWNER: 	ALTA MESA LAND, L.L.C., 
		A Texas Limited Liability
      Company  
	  	  
	  	  
	  	By: 	 
	  		ALICE THOMPSON CROSS, Manager 
	  	  
	  	  
	  	By: 	 
	  		W. McILWAINE THOMPSON, JR., 
	  		Manager 
	  	  
	  	  
	  	ALTO COLORADO RANCHES, LTD., 
	  	A Texas Limited Partnership 
	  	  
	  	By: Alto Colorado GP, LLC, a Texas
      Limited , 
		Liability Company, General
      Partner  
	  	  
	  	  
	  	By: 	 
	  		Dan Miller II, Manager 
	  	  
	  	  
	  	By: 	 
	  		Dan Miller III, Manager 
	  	  
	  	  
	  	By: 	 
			William J. Miller, Manager  
	  	  
	  	  
	OPERATOR: 	LEONCITO PROJECT, L.L.C., a Texas
      Limited  
	  	Liability Company 
	  	  
	  	  
	  	By: 	 



(Signature Page to Surface Use Agreement) 

26





	 	LEONCITO PLANT, L.L.C., a
      Texas Limited 
	 	Liability Company 
	 	 
	 	 
	 	By: 	 
	 	 
	 	 
	 	MESTEÑA URANIUM, L.L.C., a Texas
      Limited 
	 	Liability Company 
	 	 
	 	 
	 	By: 	 
	 	 
	 	 
	 	ENERGY FUELS HOLDINGS CORP., a
      Delaware corporation 
	 	(as to Subparagraph 5.1.b only)

	 	 
	 	 
	 	By: 	 


(Signature Page to Surface Use Agreement) 

27




ACKNOWLEDGMENTS

	STATE OF VIRGINIA 	§ 
	  	§ 
	COUNTY OF
      _______________________________________________	§ 


This instrument was acknowledged before me on
___________________, 2016 by ALICE THOMPSON CROSS, as manager of ALTA MESA LAND,
L.L.C., a Texas limited liability company. 


_________________________________________
NOTARY
PUBLIC, State of Virginia 

	STATE OF VIRGINIA 	§ 
	  	§ 
	COUNTY OF 	§ 


This instrument was acknowledged before me on
________________________, 2016 by W. McILWAINE THOMPSON, JR., as manager of ALTA
MESA LAND, L.L.C., a Texas limited liability company. 


_________________________________________
NOTARY
PUBLIC, State of Virginia 

	STATE OF TEXAS 	§ 
	  	§ 
	COUNTY OF NUECES 	§ 


This instrument was acknowledged before me on
________________________, 2016 by, Dan Miller II, as Manager of Alto Colorado
GP, LLC, the general partner to ALTO COLORADO RANCHES, LTD., a Texas limited
partnership. 


_________________________________________
NOTARY
PUBLIC, State of Texas 

28 





	STATE OF TEXAS 	§ 
	  	§ 
	COUNTY OF NUECES 	§ 


This instrument was acknowledged before me on
________________________, 2016 by, Dan Miller III, as Manager of Alto Colorado
GP, LLC, the general partner to ALTO COLORADO RANCHES, LTD., a Texas limited
partnership. 


_________________________________________
NOTARY
PUBLIC, State of Texas 

	STATE OF TEXAS 	§ 
	  	§ 
	COUNTY OF NUECES 	§ 


This instrument was acknowledged before me on
________________________, 2016 by, William J. Miller, as Manager of Alto
Colorado GP, LLC, the general partner to ALTO COLORADO RANCHES, LTD., a Texas
limited partnership. 


_________________________________________
NOTARY
PUBLIC, State of Texas 

	STATE OF TEXAS 	§ 
	  	§ 
	COUNTY OF NUECES 	§ 


This instrument was acknowledged before me on
_______________________, 2016 by _______________on behalf of LEONCITO PROJECT,
L.L.C., LEONCITO PLANT, L.L.C., and MESTEÑA URANIUM, L.L.C., Texas limited
liability companies. 


_________________________________________
NOTARY
PUBLIC, State of Texas 

29 





	STATE OF COLORADO 	§ 
	  	§ 
	COUNTY OF ___________	§ 


This instrument was acknowledged before me on
_______________________, 2016 by ____________________________on behalf of ENERGY
FUELS HOLDINGS CORP., a Delaware corporation. 


_________________________________________
NOTARY
PUBLIC, State of Colorado 

30




"EXHIBIT A" 

ATTACHED TO AND MADE A PART OF 
AMENDED AND RESTATED SURFACE
USE AGREEMENT 
BY AND BETWEEN 
ALTA MESA LAND, L.L.C., ET AL., AS OWNER,
AND 
LEONCITO PROJECT, L.L.C., ET AL., AS OPERATOR 
AMENDMENT DATE:
__________, 2016 
EFFECTIVE DATE: JUNE 1, 2004 

A tract of land containing 4,494 acres [NTD:
acreage to be verified] more or less, being a part of the La
Mestena Y Gonzalena Grant, Rafael Garcia Salinas Survey, A-480, Brooks County,
Texas, and Las Mestenas Grant, Ysidro Garcia Survey, A-218, Brooks County,
Texas, said tract of land also being a part of tracts 1, 4, 5 and 6 of the W. W.
Jones Subdivision, as shown by map or plat thereof recorded in Volume 15, Page
482 of the Deed Records of Brooks County, Texas, said 4,494 acre tract being
more fully described by metes and bounds as follows: 

BEGINNING at a point on the East line of this tract at the
Northeast corner of said Tract 1 and the Southeast corner of said Tract 5 of
said W. W. Jones Subdivision of said Mestena Grants and said point having
coordinates x = 2,063,203.30, y = 447,661.14 and a found 5/8” diameter rod in
the center line of County Road 314 (F.M. 430); 

THENCE South 00o 36’ 01” East along the East line of said Tract
1 and the centerline of said County Road 314 (F.M. 430) a distance of 6396.49
feet to a point for the most easterly Southeast corner of this Tract. 

THENCE South 87o 42’ 36” West across said Tract 1, a
distance of 5000.49 feet to a point for the most southerly Southwest corner of
this tract.

THENCE North 00o 09’ 01” East across said Tract No. 1, a
distance of 5,009.49 feet to a point in Tract No. 1, for the most southerly
inside corner of this Tract; 

THENCE South 88° 00’ 18” West a distance of 3,655.69 feet
across said Tract 1 to a point in said Tract 1 for a Southwest corner of this
tract from whence said point bears East a distance of 108 feet from the West
line of said Tract 1;

THENCE North 02° 00’ 18” West a distance of 1,472.20 feet
across said Tract 1 and said Tract 5 to a point in said Tract 5 for an inner
corner of this tract from whence said point bears North 42° 58’ 57” East a
distance of 121.85 feet from the Northeast corner of Tract 2 of W. W. Jones
Subdivision; 

THENCE South 87° 35’ 04” West a distance of 3,411.78 feet
across said Tract 5 and said Tract 4 to a point in said Tract 4 for the most
westerly southwest corner of this tract, from whence said point bears North 01°
58’ 58” West a distance of 86.16 feet from a 1 7/8” diameter I.P. with brass cap marked “No. 7” in the North line of said Tract 2; 

1 




THENCE North 01° 21’ 03” West a distance of 10,354.54 feet
across said Tract 4 to a point on the North line of said Tract 4 for the most
westerly Northwest corner of this tract; 

THENCE North 89° 26’ 26” East a distance of 3,012.16 feet with
the North line of said Tract 4 to a point being the Northeast corner of Tract 4
in the west boundary line of tract 5 and for an inner corner of said Tract; 

THENCE North 03° 20’ 46” West a distance of 1,881.30 feet’ with
the West line of said Tract 5 to a point for the Northwest corner of said Tract
5 and a Northwest corner of this tract; 

THENCE North 87° 23’ 50” East with the South line of Share C-2
a distance of 5,565.07 to a point on the North line of said Tract 5 for an inner
corner of this tract; 

THENCE North 02° 48’ 05” West with the East line of Share C-2 a
distance of 4,361.84 feet to a point for the most northerly Northwest corner of
this tract; 

THENCE North 88° 57’ 32” East a distance of 3,823.27 feet
across said Tract 6 to a point at an inner corner of said Tract 6 for the
Northeast corner of this tract; 

THENCE South 00° 57’ 44” East with the East line of said Tract
6 a distance of 4,208.28 feet to a point being the Northeast corner of said
Tract 5, the Southeast corner of said Tract 6 and having x and y coordinates of
x = 2,026,070.95 and y = 460,005.20; 

THENCE South 00° 44’ 24” East with the East line of said Tract
5 a distance of 5,499.82 feet to a point in the intersection and centerline of
County Road 314 (F.M. 430); 

THENCE South 00° 30’ 47” East with the East line of said Tract
5 and the centerline of County Road 314 (F.M. 430) a distance of 6,844.97 feet
to the Southeast corner of said Tract 5 and the Northeast corner of said Tract 1
and the PLACE OF BEGINNING. 

SAVE AND EXCEPT the following described Plant Site owned
by Leoncito Plant, Ltd.: 

Being a 45.578 acre surface site situated in a called 3467.98
acre tract known as the Alice Jones Thompson Tract “A” and being out of the “LAS
MESTENAS Y GONZALENA” RAFAEL GARCIA SALINAS Survey, Abstract Number 480 and
Tract 5 of the W.W. Jones Subdivision, as shown by map or plat thereof recorded
in Volume 15, page 482 of the Deed Records of Brooks County, Texas. This surface
site being located approximately 10.7 miles West of Rachal in Brooks County,
Texas and being described, more particularly, by metes and bounds as follows:


BEGINNING at a 5/8 inch iron rod (Y=448,707.00 and
X=2,063,192.09) set in the East line of Tract 5 of said 3467.98 acre tract and
center line of County Road 314 and same being set for the Southeast corner of
this tract of land herein described, from which a 5/8 inch iron rod found for
the Northeast corner of Tract 1 of said 3467.98 acre tract and same being for
the Southeast corner of said Tract 5 of said subdivision bears S 00°36’52” E
a distance of 1045.92 feet; 

2 




THENCE – North 90 deg. West across said Tract 5, at 30 feet
crossing the West right-of-way margin of said County Road 314, at 2524.09
passing a 5/8 inch iron rod set as a reference point for line, in all a distance
of 3125.09 feet to a 5/8 inch iron rod set for the Southwest corner of this
tract of land herein described and said corner having coordinates x =
2,060,067.00 and y = 448,707.00; 

THENCE – North 00 deg. East a distance of 636.00 feet to a 5/8
inch iron rod set for the Northwest corner of this tract of land herein
described and said corner having coordinates x = 2,060,067.00 and y =
449,343.00; 

THENCE – North 90 deg. East at 601.00 feet passing a 5/8 inch
iron rod set as a reference point for line, at 3088.27 feet passing said West
right-of-way margin of County Road 314, in all a distance of 3118.27 feet to a
5/8 inch iron rod set in the center of said County Road 314 for the Northeast
corner of this tract of land herein described and said corner having coordinates
x = 2,063,185.27 and y = 449,343.00; 

THENCE – S 00°36’52” E, with the East line of said Tract 5 and
same being with the center line of County Road 314, a distance of 636.04 feet to
the POINT OF BEGINNING and containing 45.578 acres of land within these metes
and bounds, more or less. 

All bearings and coordinates recited refer to the State Plane
Coordinate System, NAD27, Texas South Zone, with control established based upon
NGS monument “BM J628” using the following data:Y = 454,476.11 and X =
2,060,955.22 

3




"EXHIBIT B" 

ATTACHED TO AND MADE A PART OF 
AMENDED AND RESTATED SURFACE
USE AGREEMENT 
BY AND BETWEEN 
ALTA MESA LAND, L.L.C., ET AL., AS OWNER,
AND 
LEONCITO PROJECT, LTD., ET AL., AS OPERATOR 
AMENDMENT DATE:
___________, 2016 
EFFECTIVE DATE: JUNE 1, 2004 

LEONCITO RANCH RULES 

The following rules apply to all company employees and other
third party contractors that enter the ranch. 

	1. 	
      Owner may prohibit any person employed by Operator, or
      utilized by Operator from entering the lease if they have violated any of
      the Leoncito Ranch Rules.

	 	 
	2. 	
      Owner may inspect any vehicle entering and exiting
      Property.

	 	 
	3. 	
      The speed limit is 30 miles per hour.

	 	 
	4. 	
      No alcoholic beverages or drugs allowed on
  ranch.

	 	 
	5. 	
      Exterior gates are to remain locked at all times unless
      gate guard is present. Leave interior gates the way they are
  found.

	 	 
	6. 	
      Use a direct route in going to and from any production
      operation area.

	 	 
	7. 	
      All third party contractors exit same gate
  entered.

	 	 
	8. 	
      Keep surface free of debris.

	 	 
	9. 	
      Do not damage any large trees.

	 	 
	10. 	
      No firewood can be taken from ranch.

	 	 
	11. 	
      Do not disturb livestock or wildlife.

	 	 
	12. 	
      Do not hunt or fish on lease. Do not carry any hunting or
      fishing paraphernalia in vehicles or on your person.

	 	 
	13. 	
      No firearms or any type of weapons (bows, slingshots,
      blowguns, etc.).

	 	 
	14. 	
      No dogs or other animals allowed to be brought on
      ranch.



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	15. 	
      No overnight sleeping in vehicles or camping on
    ranch.

	 	 
	16. 	
      Report any violations or accidents immediately to Dan
      Miller III, A. C. Jones and/or other Owner
  representative.



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