STOCK
PURCHASE AGREEMENT


 


Date:
March 6, 2015


 


Parties:


 


	“Seller”	Yitzhak N. Diamant
	 	160 Gladesmore
    Road N, 156, London, England
	 	 
	“Purchaser”	William Tuorto
	 	56 Broad Street,
    Suite A, Charleston, SC 29401


 


Premises:


 





	A.	Seller
    owns 813,516 shares of the common stock of Royal Energy Resources, Inc., a Delaware corporation (the “Company”).
    
	 	 
	B.	Purchaser
    wishes to purchase 810,316 shares of the common stock (the “Common Shares”), and Seller wishes to sell
    said shares on the terms set forth herein. 




  


Agreement:


 


	1.	Purchase
    of Shares. 
	 	 	 
	 	(a)	Seller agrees
    to sell the Common Shares to Purchaser, and the Purchaser agrees to purchase the Shares, on the Closing Date. 
	 	 	 
	 	(b)	The
    purchase price for the Common Shares will be Sixty-Three Thousand Eight Hundred Thirty-Nine Dollars ($63,839) (the “Purchase
    Price”). 
	 	 	 
	2.	Closing.
    
	 	 	 
	 	(a)	The
    “Closing Date” will be the Closing Date pursuant to the Stock Purchase Agreement among Jacob Roth, E-Starts
    Money Co. and William Tuorto (the “Roth Agreement”), and the Closing will happen simultaneous with the
    Closing under the Roth Agreement. 
	 	 	 
	 	(b)	On
    or prior to the Closing Date, Purchaser shall have deposited clear funds adequate to pay the Purchase Price into the escrow
    account maintained by Robert Brantl, Esq. (the “Escrow Agent”). On or prior to the Closing Date, the Seller
    shall have delivered to the Escrow Agent the following (the “Seller Deliverables”):


 


	 	i.	certificates
    for the Common Shares; and
	 	 	 
	 	ii.	stock
    powers endorsed to the Purchaser and signed by the Seller with documents sufficient to cause the transfer agent to accept
    the signatures on the stock powers without medallion guarantee. 


 


	 	(c)	On
    the Closing Date, the Escrow Agent shall (i) deliver the Seller Deliverables to the transfer agent for the Company with instructions
    to transfer the Common Shares to the Purchaser, and (ii) shall deliver the Purchase Price to the Seller. 



 






    	 



    	 



    

 


	 	(d)	On
    the Closing Date, the Company or Escrow Agent shall also pay the Seller $30,000 in full settlement and satisfaction of any
    claim which the Seller has against the Company.
	 	 	 
	3.	Seller’
    Warranties. Seller warrants and represents to Purchaser that transfer to Purchaser of the Common Shares by the Escrow
    Agent will vest in Purchaser all right, title and interest in the Common Shares, free of liens, claims, encumbrances or any
    rights of others whatsoever. 
	 	 
	4.	Closing
    Conditions. 
	 	 	 
	 	(a)	The
    obligations of the Purchaser to purchase the Common Shares shall be subject to the following conditions: 


 


	 	i.	The
    Seller shall have delivered to the Escrow Agent the Seller Deliverables.
	 	 	 
	 	ii.	The
    Closing under the Roth Agreement shall occur simultaneous with the Closing hereunder. s


 


	 	(b)	The
    obligations of the Seller to sell the Common Shares shall be subject to satisfaction by Purchaser of its obligation to deposit
    funds in escrow pursuant to Section 2(b) hereof. 
	 	 	 
	5.	Termination.
    This Agreement will terminate on March 6, 2015 if the Closing Date has not occurred on or prior to that date. Upon termination,
    the Escrow Agent shall return the escrowed funds to Purchaser and the Escrow Agent shall return the Seller Deliverables to
    the Seller.
	 	 
	6.	Release
    of Claims. In the event Closing occurs, the Seller releases the Company and any of its directors, officers, agents
    or representatives of and from all manner of action, causes of action, counterclaims or third party actions, controversies,
    agreements, promises, damages, expenses, claims, monetary demands and other demands whatsoever (whether known or unknown,
    fixed or contingent) existing at the Closing Date, in law, in equity, or otherwise, which the Seller has. In the event the
    Seller holds a claim based upon a note or written instrument, the Seller covenants and agrees to destroy the original of such
    note or instrument, and shall not transfer such note or instrument to a third party.
	 	 
	7.	Notice.
    All written notices required hereunder shall be given by email sent to the addresses set forth below the party’s signature
    on this agreement.


 


IN WITNESS
WHEREOF, the parties have executed this Agreement.


 


	 	 	 
	WILLIAM
    TUORTO	 	 YITZHAK
    N. DIAMANT
	(email: wltuorto@earthlink.net)	 	 (email:
    robertbrantl@earthlink.net)