Exhibit
10.13


 


THIRD
AMENDMENT TO

PURCHASE AND SALE AGREEMENT


 


THIS
THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT AND ESCROW INSTRUCTIONS (“Third
Amendment”) is made by and between TAHOE-RENO INDUSTRIAL CENTER, LLC, a Nevada limited liability company, (“Seller”)
and AQUA METALS RENO, INC., a Delaware corporation, (“Buyer”).


 


RECITALS


 


WHEREAS,
Buyer and Seller entered into that certain Purchase and Sale Agreement and Escrow Instructions dated February 25, 2015, as amended
by the certain First Amendment to Purchase and Sale Agreement dated April 28, 2015 and that certain Second Amendment to Purchase
and Sale Agreement dated May 15, 2015, (collectively “Agreement”) in connection with the purchase and sale of certain
real property located in the Tahoe-Reno Industrial Center in Storey County, Nevada and which is in escrow (First American Escrow
121-2480604-MLR); and


 


WHEREAS,
Buyer and Seller desire to amend certain provisions of the Agreement, in accordance with the terms and conditions contained herein.


 


NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree
as follows.


 


1.        Capitalized
and Conflicting Terms; Continued Effect.  Capitalized terms not otherwise defined in this Third Amendment
shall have the meanings ascribed to them in the Agreement. To the extent the provisions of this Third Amendment conflict with
any of the terms and conditions of the Agreement, the provisions of this Third Amendment shall control. The parties acknowledge
and agree that, except as specifically modified hereby, each of the terms and conditions of the Agreement shall remain in full
force and effect and are enforceable in accordance with its respective terms.


 


2.        Real
Property.   The parties agree that the Real Property as defined in Exhibit “B” of
the Second Amendment shall be revised to include Area 1 only. Area 2 is hereby deleted.


 


3.        Purchase
Price.  The purchase price shall be a sum equal to $1.95 per square foot for 11.73 acres of land,
and one acre foot of an additional allocation of water rights to the water allocation specified in Subsection 13.3 in consideration
for the payment at close of escrow of $10,000.00, which totals $1,006,369.66. As provided in the Purchase and Sale Agreement, the
purchase price may be adjusted based on the square footage of the Real Property as determined by the record of survey referenced
below.


 


4.        Record
of Survey. In order to revise the legal parcel for the Real Property, Seller shall immediately contact TRI-State
Surveying, Inc. to amend and cause to be recorded a Record of Survey Map for the Real Property. All costs and fees of said surveyor
shall be paid by Buyer.


 




    	 



    	 



    

  


5.         Section
5 of the Second Amendment is hereby deleted.


 


IN
WITNESS WHEREOF, the parties have executed this Third Amendment as of the date last written below.


 


	SELLER:	 	BUYER:
	 	 	 
	TAHOE-RENO INDUSTRIAL CENTER, LLC, a Nevada limited liability company	 	AQUA METALS RENO, INC., a Delaware corporation


 


	By:	Norman Properties, Inc., a California corporation, its Manager	 	 	 
	 	 	 	 	 
	By:	/s/ L. Lance Gilman	 	By:	/s/ Thomas Murphy
	 	L. Lance Gilman, Authorized Representative	 	 	Thomas Murphy, Chief Financial Officer
	 	 	 	 	 
	Date:	5-18-2015	 	Date:	5/19/15


 







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