SECURITIES
EXCHANGE AGREEMENT


 


dated
effective as of April 13, 2015


 


by
and among


 


ROYAL
ENERGY RESOURCES, INC.


 


and


 


WASTECH,
INC.


 




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SECURITIES
EXCHANGE AGREEMENT


 


THIS
SECURITIES EXCHANGE AGREEMENT (the “Agreement”), dated effective as of April 13, 2015 (the “Effective
Date”), is entered into by and among Wastech, Inc., an Oklahoma corporation (“Wastech”),
and Royal Energy Resources, Inc., a Delaware corporation (“Royal”). Certain capitalized terms used in
this Agreement are defined in Section 7.3 hereof.


 


W
I T N E S S E T H:


 


WHEREAS,
as of the Effective Date, there were 1,000 issued and outstanding membership units of Blaze Minerals, LLC, a West Virginia limited
liability company (the “Subsidiary”), all of which units (the “Subsidiary Units”)
are beneficially owned by Wastech;


 


WHEREAS,
the Subsidiary sole assets consist of 40,976 net acres of coal and coalbed methane, located across 22 counties in West Virginia
(the “Mineral Rights”);


 


WHEREAS,
Royal proposes to acquire all of the Subsidiary Units in exchange for the issuance of shares of its common stock, $0.00001 par
value, with an aggregate market value of $26,634,400, based on $650 per acre of Mineral Rights (the “Exchange”);


 


WHEREAS,
the Subsidiary has previously leased the coalbed methane rights to a predecessor in interest to CONSOL Energy, Inc. from 2008
until 2013, and current operations consist of the receipt of royalties as a result of wells drilled by CONSOL during the leasehold
(the “Lease”);


 


WHEREAS,
the Mineral Rights were independently evaluated in 2010 and were estimated to contain approximately 523,000,000 tons of in-place
coal reserves, valued at $130,000,000, and in 2014 were re-evaluated with updated mapping to contain 889,720,000 tons of in-place
coal reserves (the “Reserve Reports”); and


 


WHEREAS,
the Boards of Directors of Royal and Wastech have determined that it is desirable to effect a plan of reorganization pursuant
to 26 U.S.C. §368(a)(1)(B).


 


NOW,
THEREFORE, in consideration of the foregoing premises and the mutual covenants, agreements, representations and warranties contained
herein, the parties hereto agree as follows:


 


ARTICLE
I

ISSUANCE AND EXCHANGE OF SECURITIES


 


1.1 Issuance
and Exchange. At the Closing (as defined in Section 2.1 below), to be held in accordance with the provisions of Article II
below and subject to the terms and agreements set forth herein, Royal shall issue to Wastech shares of Royal common stock, $0.00001
par value (the “Royal Stock”), with a market value on the date of Closing equal to $26,634,400, based
upon a purchase per acre of $650 times 40,976 net acres, provided, however, that in no event shall the number of shares of Royal
Stock issuable for the Subsidiary be less than 2,074,493 shares.


 


ARTICLE
II


CLOSING


 


2.1 Closing.
The consummation of the Exchange by Royal and Wastech (the “Closing”) shall occur at a time and place
selected by Royal, subject to the satisfaction or waiver of all of the conditions to Closing, or at such other place as the parties
may agree upon, but in no event later than April 19, 2015.


 




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2.2 Deliveries.


 


	 	(a)	Royal shall deliver, the
    certificate(s) for the shares of Royal Stock being exchanged, it being understood that the certificates will be prepared by
    Royal’s transfer agent and delivered to Wastech;
	 	 	 
	 	(b)	Wastech shall deliver an amendment
    to the operating agreement for the Subsidiary (the “OA Amendment”) substituting Royal for Wastech
    as the sole member thereof; and
	 	 	 
	 	(c)	Wastech shall deliver to Royal all
    the books and records of Blaze Minerals, LLC, including but not limited to (i) the original deeds to the Mineral Rights; (ii)
    the Reserve Reports; (iii) the Lease with CONSOL; and (iv) all other relevant information and mapping data concerning the
    Mineral Rights.


 


ARTICLE
III 

REPRESENTATIONS AND WARRANTIES OF WASTECH


 


Wastech
represents and warrants to Royal as follows (it being acknowledged that Royal is entering into this Agreement in material reliance
upon each of the following representations and warranties, and that the truth and accuracy of each, as evidenced by their signature
set forth on the signature page, constitutes a condition precedent to the obligations of Royal hereunder):


 


3.1 Ownership
of Subsidiary Units. Wastech is the lawful owner of the Subsidiary Units to be transferred to Royal free and clear of all
preemptive or similar rights, Liens, and the delivery to Royal of the Subsidiary Units pursuant to the provisions of this Agreement
will transfer to Royal valid title thereto, free and clear of all Liens.


 


3.2 Organization,
Standing and Power. The Subsidiary is duly organized, validly existing and in good standing under the laws of the State of
West Virginia and has the requisite corporate power and authority to carry on its business as now being conducted. The Subsidiary
is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature of its business
or the ownership or leasing of its properties makes such qualification or licensing necessary, other than in such jurisdictions
where the failure to be so qualified or licensed (individually or in the aggregate) would not have a Material Adverse Effect.
For purposes of this Agreement, the term “Wastech Material Adverse Effect” means any Material Adverse
Effect with respect to Wastech or the Subsidiary, taken as a whole, or any change or effect that adversely, or is reasonably expected
to adversely, affect the ability of Wastech or the Subsidiary to consummate the transactions contemplated by this Agreement in
any material respect or materially impairs or delays Wastech’s ability to perform its obligations hereunder.


 


3.3 Authority
to Execute and Perform Agreement; No Breach. Wastech has the full legal right and power and all authority and approval required
to enter into, execute and deliver this Agreement, and to sell, assign, transfer and convey the Subsidiary Units and to perform
fully the respective obligations hereunder. This Agreement has been duly executed and delivered by Wastech and, assuming due execution
and delivery by, and enforceability against, Royal, constitutes the valid and binding obligation of Wastech enforceable in accordance
with its terms, subject to the qualifications that enforcement of the rights and remedies created hereby is subject to (a) applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general application affecting the
rights and remedies of creditors, and (b) general principles of equity (regardless of whether such enforcement is considered in
a proceeding in equity or at law). No approval or consent of, or filing with, any Governmental Entity, and no approval or consent
of, or filing, with any other Person is required to be obtained by Wastech or in connection with the execution and delivery by
Wastech of this Agreement and consummation and performance by them of the transactions contemplated hereby.


 




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The
execution, delivery and performance of this Agreement by Wastech and the consummation of the transactions contemplated hereby
in accordance with the terms and conditions hereof by Wastech will not:


 


	 	(a)	violate, conflict with
    or result in the breach of any of the terms of, or constitute (or with notice or lapse of time or both would constitute) a
    default under, any contract, lease, agreement or other instrument or obligation to which Wastech or the Subsidiary is a party;
	 	 	 
	 	(b)	violate any order, judgment, injunction,
    award or decree of any court, arbitrator, governmental or regulatory body, by which Wastech or the Subsidiary or the securities,
    assets, properties or business of Wastech or the Subsidiary is bound; or
	 	 	 
	 	(c)	violate any statute, law or regulation
    to which Wastech or the Subsidiary is subject.


 


3.4 Securities
Matters. Wastech hereby represents, warrants and covenants to Royal as follows:


 


	 	(a)	Wastech has been advised
    that the Royal Stock has not been registered under the Securities Act, or any state securities act in reliance on exemptions
    therefrom.
	 	 	 
	 	(b)	Wastech agrees that the certificate
    or certificates representing the Royal Stock will be inscribed with substantially the following legend:
	 	 	 
	 	 	“The securities represented by
    this certificate have not been registered under the Securities Act of 1933. The securities have been acquired for investment
    and may not be sold, transferred or assigned in the absence of an effective registration statement for these securities under
    the Securities Act of 1933 or an opinion of counsel acceptable to the issuer of the securities represented by this certificate
    that registration is not required under said Act.”
	 	 	 
	 	(c)	Wastech acknowledges that an investment
    in Royal is subject to a high degree of risk and that, even though Royal’s common stock is quoted on the OTC Markets,
    there exists a limited established trading market for the Royal Stock.


 


3.5 Capital
Structure. As of the Effective Date, Wastech is the sole owner of the Subsidiary Units, which constitute all of the issued
and outstanding membership interests of Wastech. All such Subsidiary Units have been duly authorized and validly issued, and are
fully paid and nonassessable and not subject to preemptive or similar rights. No bonds, debentures, notes or other indebtedness
of the Subsidiary having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on
any matters on which Wastech may vote are issued or outstanding. The Subsidiary does not have and, at or after Closing will not
have, any outstanding options, warrants, calls, subscriptions or other rights, agreements or commitments which either (a) obligates
Subsidiary to issue, sell or transfer, repurchase, redeem or otherwise acquire or vote any membership units of the Subsidiary,
or (b) restricts the voting, disposition or transfer of the membership units of the Subsidiary. There are no outstanding appreciation
rights or similar derivative securities or rights of the Subsidiary.


 




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3.6 Subsidiaries.
The Subsidiary does not own, directly or indirectly, any of the capital stock of any other corporation or any equity, profit sharing,
participation or other interest in any corporation, partnership, joint venture or other entity.


 


3.7 Intellectual
Property. The Subsidiary does not own or use any trademarks, trade names, service marks, patents, copyrights or any applications
with respect thereto. Wastech has no Knowledge of any claim that, or inquiry as to whether, any product, activity or operation
of the Subsidiary infringes upon or involves, or has resulted in the infringement of, any trademarks, trade names, service marks,
patents, copyrights or other proprietary rights of any other Person, corporation or other entity; and no proceedings have been
instituted, are pending or are threatened with respect thereto.


 


 3.8 Books
and Records. The books of account and other financial records of the Subsidiary, all of which have been made available to
Royal, are complete and correct and represent actual, bona fide transactions.


 


 3.9 No
Employees or Benefit Plans. The Subsidiary has no (a) no employees, (b) non-qualified deferred or incentive compensation or
retirement plans or arrangements, (c) qualified retirement plans or arrangements, (d) other employee compensation, severance or
termination pay or welfare benefit plans, programs or arrangements or (e) any related trusts, insurance contracts or other funding
arrangements maintained, established or contributed to by the Subsidiary.


 


 3.10 Compliance
with Applicable Laws. The Subsidiary has and after giving effect to the transactions contemplated hereby will have in effect
all Permits necessary for it to own, lease or operate its properties and assets and to carry on its business as now conducted,
and to the Knowledge of Wastech there has occurred no default under any such Permit, except for the lack of Permits and for defaults
under Permits which individually or in the aggregate would not have a Wastech Material Adverse Effect. To Wastech’s Knowledge,
the Subsidiary is in compliance with, and has no liability or obligation under, any applicable statute, law, ordinance, rule,
order or regulation of any Governmental Entity, including any liability or obligation to undertake any remedial action under Hazardous
Substances Laws (as hereinafter defined), except for instances of non-compliance, liabilities or obligations, which individually
or in the aggregate would not have a Wastech Material Adverse Effect.


 


 3.11 Insurance.
The Subsidiary does not require and has no insurance policies in effect.


 


 3.12 Litigation,
etc. As of the Effective Date, (a) there is no suit, claim, action or proceeding (at law or in equity) pending or, to the
Knowledge of Wastech, threatened against the Subsidiary (including, without limitation, any product liability claims) before any
court or governmental or regulatory authority or body, and (b) the Subsidiary is not subject to any outstanding order, writ, judgment,
injunction, order, decree or arbitration order that, in any such case described in clauses (a) and (b), (i) could reasonably be
expected to have, individually or in the aggregate, a Wastech Material Adverse Effect or (ii) involves an allegation of criminal
misconduct or a violation of the Racketeer and Influenced Corrupt Practices Act. As of the Closing, there are no suits, actions,
claims or proceedings pending or, to Wastech’s Knowledge, threatened, seeking to prevent, hinder, modify or challenge the
transactions contemplated by this Agreement.


 




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 3.13 Environmental
Matters. As of the Effective Date, the Subsidiary has not received any written notice from any Governmental Entity that there
exists any violation of any Hazardous Substances Law (as hereinafter defined). Wastech has no Knowledge (a) of any Hazardous Substances
(as hereinafter defined) present on, under or about any Subsidiary asset, and to Wastech’s Knowledge no discharge, spillage,
uncontrolled loss, seepage or filtration of Hazardous Substances has occurred on, under or about any Subsidiary asset, (b) that
any Subsidiary assets violates, or has at any time violated, any Hazardous Substance Laws, and (c) that there is a condition on
any asset for which the Subsidiary has an obligation to undertake any remedial action pursuant to Hazardous Substance Laws. For
purposes hereof, “Hazardous Substances” means, without limitation (i) those substances included within
definitions of any one or more of the terms “Hazardous Substance,” and “Hazardous Waste,” “Toxic
Substance” and “Hazardous Material” in the Comprehensive Environmental Response Compensation and Liability Act,
42 U.S.C. § 90,601, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. § 6901, et seq., the Toxic Substances
Control Act, 15 U.S.C. § 2601, et seq., the Hazardous Materials Transportation Act, 49 U.S.C. § 1801
et seq., the Occupational Safety and Health Act, 29 U.S.C. § 651, et seq., (insofar as it relates to employee health and
safety in relation to exposure to Hazardous Substances) and any other local, state, federal or foreign laws or regulations related
to the protection of public health or the environment (collectively, “Hazardous Substances Laws”); (ii)
such other substances, materials or wastes as are or become regulated under, or as are classified as hazardous or toxic under
Hazardous Substance Laws; and (iii) any materials, wastes or substances that can be defined as (v) petroleum products or wastes;
(w) asbestos; (x) polychlorinated biphenyl; (y) flammable or explosive; or (z) radioactive.


 


 3.14 Assets
of Subsidiary. The only assets of the Subsidiary consist of the Mineral Rights, and any rights to royalties under any wells
drilled on the Mineral Rights by CONSOL, provided that any representation or warranty as to title to the Mineral Rights is limited
to the following representations: a) deeds have been recorded conveying the Mineral Rights from H3, LLC to Wastech of West Virginia,
LLC in 2006; b) deeds have been recorded conveying the Mineral Rights from Wastech of West Virginia, LLC to the Subsidiary in
2013, and c) the Subsidiary is the owner of record of each of the Mineral Rights according to the ad valorem tax records of the
county in which the Mineral Rights are situated. Otherwise, the Subsidiary’s title to the Mineral Rights is subject to all
claims of third parties, including any claims of any parties in possession of the surface rights, any unrecorded claims for taxes,
materialmen’s liens, and the like, and any claims that would be revealed by a search of the real estate records in the jurisdiction
where the Mineral Rights are located.


 


3.15 Liabilities
of Subsidiary. The Subsidiary does not have any liabilities other than ad valorem real estate taxes assessed against the Mineral
Rights.


 


3.16 Disclosure.
The representations and warranties and statements of fact made by Wastech in this Agreement are, as applicable, accurate, correct
and complete and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order
to make the statements and information contained herein not false or misleading.


 


ARTICLE
IV

REPRESENTATIONS AND WARRANTIES OF ROYAL


 


Royal
hereby represents and warrants to Wastech as follows (it being acknowledged that Wastech is entering into this Agreement in material
reliance upon each of the following representations and warranties, and that the truth and accuracy of each, as evidenced by the
execution of this Agreement by a duly authorized officer of Royal, constitutes a condition precedent to the obligations of Wastech
hereunder):


 




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4.1 Organization,
Standing and Power. Royal is duly organized, validly existing and in good standing under the laws of the State of Delaware
and has the requisite corporate power and authority to carry on its business as now being conducted. Royal is duly qualified or
licensed to do business and is in good standing in each jurisdiction in which the nature of its business or the ownership or leasing
of its properties makes such qualification or licensing necessary, other than in such jurisdictions where the failure to be so
qualified or licensed (individually or in the aggregate) would not have a Royal Material Adverse Effect. For purposes of this
Agreement, the term “Royal Material Adverse Effect” means any Material Adverse Effect with respect to
Royal, taken as a whole, or any change or effect that adversely, or is reasonably expected to adversely, affect the ability of
Royal to consummate the transactions contemplated by this Agreement in any material respect or materially impairs or delays Royal’s
ability to perform its obligations hereunder. Royal has made available to Wastech complete and correct copies of its charter documents
and bylaws.


 


4.2 Capital
Structure. As of the Effective Date, the authorized capital stock of Royal consists of 500,000,000 shares of common stock
and 10,000,000 shares of preferred stock, of which 8,664,609 shares of common stock and 100,000 shares of preferred stock were
issued and outstanding. All outstanding shares of capital stock of Royal will have been duly authorized and validly issued, and
will be fully paid and nonassessable and not subject to preemptive or similar rights.


 


4.3 Authority:
Noncontravention. Royal has the requisite corporate power and authority to enter into this Agreement and to consummate the
transactions contemplated by this Agreement. The execution, delivery and performance of this Agreement by Royal and the consummation
by Royal of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Royal.
This Agreement has been duly executed and delivered by Royal and, assuming this Agreement constitutes the valid and binding agreement
of Wastech, constitutes a valid and binding obligation of Royal, enforceable against Royal in accordance with its terms, subject
to (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general application
affecting the rights and remedies of creditors, and (b) general principles of equity (regardless of whether enforceability is
considered in a proceeding at law or in equity). The execution and delivery of this Agreement do not, and the consummation of
the transactions contemplated by this Agreement and compliance with the provisions hereof, will not, (x) conflict with any of
the provisions of the charter documents or bylaws of Royal, (y) subject to the governmental filings and other matters referred
to in the following sentence, conflict with, result in a breach of or default (with or without notice or lapse of time, or both)
under, or give rise to a right of first refusal, termination, cancellation or acceleration of any obligation (including to pay
any sum of money) or loss of a benefit under, or require the consent of any Person under, any indenture or other agreement, Permit,
concession, ground lease or similar instrument or undertaking to which Royal is a party or by which Royal or any of its assets
are bound or affected, result in the creation or imposition of a Lien against any material asset of Royal, which, singly or in
the aggregate, would have a Royal Material Adverse Effect, or (z) subject to the governmental filings and other matters referred
to in the following sentence, contravene any law, rule or regulation, or any order, writ, judgment, injunction, decree, determination
or award binding on Royal currently in effect, which in the case of clauses (y) and (z) above, singly or in the aggregate, would
have a Royal Material Adverse Effect. No consent, approval or authorization of, or declaration or filing with, or notice to, any
Governmental Entity or any third party which has not been received or made is required by or with respect to Royal in connection
with the execution and delivery of this Agreement by Royal or the consummation by Royal of the transactions contemplated hereby,
except for consents, approvals, authorizations, declarations, filings and notices that, if not obtained or made, will not, individually
or in the aggregate, result in a Royal Material Adverse Effect.


 




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ARTICLE
V

INDEMNIFICATION


 


5.1 Indemnification
of Wastech.


 


	 	(a)	Royal shall, from and after
    the Closing, indemnify, defend and hold harmless Wastech, and Wastech’s officers, directors, Affiliates or agents, and
    any other Person acting on its behalf (the “Wastech Indemnified Parties”) against all losses, claims,
    damages, costs, expenses (including reasonable attorneys’ fees and expenses), liabilities or judgments or amounts that
    are paid in settlement with the approval of the indemnifying party (the “Wastech Indemnified Liabilities”)
    based on, or arising out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case, to the
    fullest extent permitted under the laws of the State of Delaware.
	 	 	 
	 	(b)	The Wastech Indemnified Parties shall
    have the right to conduct the defense of any action giving rise to a claim for indemnity under this Agreement with counsel
    of their own choosing. Wastech and Royal agree that all rights to indemnification, including provisions relating to advances
    of expenses incurred in defense of any action or suit, existing in favor of the Wastech Indemnified Parties with respect to
    matters occurring through the Closing, shall survive the Exchange and shall continue in full force and effect for a period
    of not less than one year from the Closing; provided, however, that all rights to indemnification in respect of
    any Wastech Indemnified Liabilities asserted or made within such period shall continue until the disposition of such Wastech
    Indemnified Liabilities.
	 	 	 
	 	(c)	The provisions of this Section 5.1
    are intended to be for the benefit of, and shall be enforceable by, each Wastech Indemnified Party, his or her heirs and his
    or her personal representatives and shall be binding upon all successors and assigns of Royal and Wastech.


 


5.2 Indemnification
of Royal.


 


	 	(a)	Wastech shall, from and
    after the Closing, indemnify, defend and hold harmless Royal and Royal’s officers, directors, Affiliates or agents,
    and any other Person acting on its behalf (the “Royal Indemnified Parties”) against all losses,
    claims, damages, costs, expenses (including reasonable attorneys’ fees and expenses), liabilities or judgments or amounts
    that are paid in settlement with the approval of the indemnifying party (the “Royal Indemnified Liabilities”)
    based on, or arising out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case, to the
    fullest extent permitted under the laws of the State of Delaware. 
	 	 	 
	 	(b)	The Royal Indemnified Parties shall
    have the right to conduct the defense of any action giving rise to a claim for indemnity under this Agreement with counsel
    of their own choosing. Wastech and Royal agree that all rights to indemnification, including provisions relating to advances
    of expenses incurred in defense of any action or suit, existing in favor of the Royal Indemnified Parties with respect to
    matters occurring through the Closing, shall survive the Exchange and shall continue in full force and effect for a period
    of not less than one year from the Closing; provided, however, that all rights to indemnification in respect of
    any Royal Indemnified Liabilities asserted or made within such period shall continue until the disposition of such Royal Indemnified
    Liabilities.
	 	 	 
	 	(c)	The provisions of this
    Section 5.2 are intended to be for the benefit of, and shall be enforceable by, each Royal Indemnified Party, his or her heirs
    and his or her personal representatives and shall be binding upon all successors and assigns of Royal and Wastech.



 



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ARTICLE
VI

CONDITIONS PRECEDENT


 


6.1 Conditions
to Each Party’s Obligation to Effect the Exchange. The respective obligation of each party to effect the Exchange is
subject to the satisfaction or written waiver of the following conditions:


 


	 	(a)	No
    Injunctions or Restraints. No statute, rule, regulation, temporary restraining order, preliminary or permanent
    injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition preventing
    the consummation of the Exchange shall be in effect; provided, however, that the party invoking this condition shall
    use its best efforts to have any such temporary restraining order, injunction, order, restraint or prohibition
    vacated.
	 	 	 
	 	(b)	Governmental
    and Regulatory Consents. All material filings required to be made prior to the Closing with, and all material consents,
    approvals, permits and authorizations required to be obtained prior to the Closing from, Governmental Entities, in connection
    with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Wastech
    and Royal will have been made or obtained (as the case may be).


 


6.2 Conditions
to Obligations of Wastech. The obligations of Wastech to effect the Exchange are further subject to the satisfaction or written
waiver on or prior to the Closing of the following conditions:


 


	 	(a)	Representations
    and Warranties. The representations and warranties of Royal set forth in Article IV that are qualified as to materiality
    or Material Adverse Effect shall be true and correct and the representations and warranties of Royal set forth in Article
    IV that are not so qualified shall be true and correct in all material respects, in each case as of the Closing, except to
    the extent such representations and warranties speak as of an earlier date. In addition, all such representations and warranties
    shall be true and correct as of the Closing, except to the extent such representation or warranty speaks of an earlier date
    (without regard to any qualifications for materiality or Material Adverse Effect) except to the extent that any such failure
    to be true and correct (other than any such failure the effect of which is immaterial) individually and in the aggregate with
    all such other failures would not have a Material Adverse Effect, and Wastech shall have received a certificate signed on
    behalf of Royal by the chief executive officer of Royal to the effect set forth in this paragraph.



 



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	 	(b)	Performance
    of Obligations of Royal. Royal shall have performed in all material respects all obligations required to be performed
    by it under this Agreement at or prior to the Closing.



 

6.3 Conditions
to Obligations of Royal. The obligation of Royal to effect the Exchange is further subject to the satisfaction or written
waiver on or prior to Closing of the following conditions:


 


	 	(a)	Representations
    and Warranties. The representations and warranties of Wastech set forth in Article III that are qualified as to materiality
    or Material Adverse Effect shall be true and correct and the representations and warranties of Wastech set forth in Article
    III set forth in Article III that are not so qualified shall be true and correct in all material respects, in each case as
    of the Closing. In addition, all such representations and warranties shall be true and correct as of the Closing, except to
    the extent such representation or warranty speaks of an earlier date (without regard to any qualifications for materiality
    or Material Adverse Effect) except to the extent that any such failure to be true and correct (other than any such failure
    the effect of which is immaterial) individually and in the aggregate with all such other failures would not have a Material
    Adverse Effect, and Royal shall have received a certificate signed on behalf of Wastech by the president of Wastech to the
    effect set forth in this paragraph.
	 	 	 
	 	(b)	Performance
    of Obligations of Wastech. Wastech shall have performed in all material respects all obligations required to be performed
    by them under this Agreement at or prior to the Closing.


 


ARTICLE
VII

GENERAL PROVISIONS


 


7.1 Survival
of Representations and Warranties. Except as otherwise contemplated herein, the representations and warranties in this Agreement
and in any instrument delivered pursuant to this Agreement shall survive the Closing for a period of one year.


 


7.2 Fees
and Expenses. Each party agrees to pay for its own expenses associated with this Agreement and the consummation of the transactions
contemplated hereby.


 


7.3 Definitions.
For purposes of this Agreement, and except as otherwise defined in this Agreement:


 


		(a)	“Affiliate”
                                         of any person means another person that directly or indirectly, through one or more intermediaries,
                                         controls, is controlled by, or is under common control with, such first person;
	 	 	 
		(b)	“Governmental
                                         Entity” means any domestic or foreign governmental agency or regulatory
                                         authority;
	 	 	 
		(c)	“Knowledge”
                                         means actual knowledge. In order for an individual to have Knowledge of a fact or matter,
                                         the individual must be actually aware of that fact or matter. A Person (other than an
                                         individual) will be deemed to have Knowledge of a particular fact or matter if any individual
                                         who is serving, or who has at any time served, as a director, officer, partner, executor
                                         or trustee of that Person (or in any similar capacity) has, or at any time had, Knowledge
                                         of that fact or matter.



 




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		(d)	“Liens”
                                         means, collectively, all material pledges, claims, liens, charges, mortgages, conditional
                                         sale or title retention agreements, hypothecations, collateral assignments, security
                                         interests, easements and other encumbrances of any kind or nature whatsoever;
	 	 	 
		(e)	“Material
                                         Adverse Effect” with respect to any Person means an event that has had
                                         or would reasonably be expected to have a material adverse effect on the business, financial
                                         condition or results of operations of such Person and its subsidiaries taken as a whole;
	 	 	 
		(f)	“Permits”
                                         means federal, state, local and foreign governmental approvals, authorizations, certificates,
                                         filings, franchises, licenses, notices, permits an rights; and
	 	 	 
		(g)	“Person”
                                         means an individual, corporation, partnership, joint venture, association, trust, unincorporated
                                         organization or other entity.
	 	 	 
		(h)	“Record”
                                         means information that is inscribed on a tangible medium or that is stored in an electronic
                                         or other medium and is retrievable in perceivable form.
	 	 	 
		(i)	“Securities
                                         Act” means the Securities Act of 1933, as amended.



 


7.4 Usage.
In this Agreement, unless a clear contrary intention appears:


 


		(a)	the
                                         singular number includes the plural number and vice versa;
	 	 	 
		(b)	reference
                                         to any Person includes such Person’s successors and assigns but, if applicable,
                                         only if such successors and assigns are not prohibited by this Agreement, and reference
                                         to a Person in a particular capacity excludes such Person in any other capacity or individually;
	 	 	 
		(c)	reference
                                         to any gender includes each other gender or, in the case of an entity, the neuter;
	 	 	 
		(d)	reference
                                         to any agreement, document or instrument means such agreement, document or instrument
                                         as amended or modified and in effect from time to time in accordance with the terms thereof,
                                         and shall be deemed to refer as well to all addenda, exhibits and schedules;
	 	 	 
		(e)	reference
                                         to a Section or Schedule, such reference shall be to a Section of, or a Schedule to,
                                         this Agreement unless otherwise indicated
	 	 	 
		(f)	reference
                                         to any law means such law as amended, modified, codified, replaced or reenacted, in whole
                                         or in part, and in effect from time to time, including rules and regulations promulgated
                                         thereunder and reference to any section or other provision of any law means that provision
                                         of such law from time to time in effect and constituting the substantive amendment, modification,
                                         codification, replacement or reenactment of such section or other provision;



 




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		(g)	the
                                         table of contents and headings contained in this Agreement are for reference purposes
                                         only and shall not affect in any way the meaning or interpretation of this Agreement.
	 	 	 
		(h)	“hereunder”,
                                         “hereof”, “hereto” and words of similar import shall be deemed
                                         references to this Agreement as a whole and not to any particular Article, Section or
                                         other provision thereof;
	 	 	 
		(i)	“including”
                                         (and with correlative meaning “include”) means including without limiting
                                         the generality of any description preceding such term;
	 	 	 
		(j)	“or”
                                         is used in the inclusive sense of “and/or;” and
	 	 	 
		(k)	with
                                         respect to the determination of any period of time, “from” means “from
                                         and including” and “to” means “to but excluding.”



 


7.5 Counterparts.
This Agreement may be executed in two or more counterparts.


 


7.6 Entire
Agreement; Third-Party Beneficiaries. This Agreement constitutes the entire agreement, and supersedes all prior agreements
and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement
is not intended to confer upon any Person other than the parties hereto and the third party beneficiaries referred to in the following
sentence, any rights or remedies.


 


7.7 Governing
Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF SOUTH CAROLINA REGARDLESS
OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.


 


7.8 Assignment.
Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in
part, by operation of law or otherwise by any of the parties without the prior written consent of the other parties, and any such
assignment that is not consented to shall be null and void. Subject to the preceding sentence, this Agreement will be binding
upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns.


 


7.9 Enforcement.
The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed
in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of
this Agreement in any court of the United States located in the State of Idaho, this being in addition to any other remedy to
which they are entitled at law or in equity.


 


7.10 Severability.
Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective
and valid under applicable law but if any provision or portion of any provision of this Agreement is held to be invalid, illegal
or unenforceable in any respect under any applicable law or rule in any jurisdiction, so long as the economic or legal substance
of the transactions contemplated hereby is not affected in any manner materially adverse to any party, such invalidity, illegality
or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will
be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of
any provision had never been contained herein.


 




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IN
WITNESS WHEREOF, Royal and Wastech have executed this Agreement to be effective as of the Effective Date.


 


ROYAL
ENERGY RESOURCES, INC.


 


	By:	 	 
	 	William
    L. Tuorto, CEO	 
	 	 	 
	WASTECH,
    INC.	 
	 	 	 
	By:	 	 
	 	Douglas
    Holsted, President	 


 




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