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






PURCHASE AND SALE AGREEMENT 

            This
Purchase and Sale Agreement (this “Agreement”), is made and entered as of
May 26, 2016, among STRATHMORE RESOURCES US, LTD., a Nevada corporation (“Buyer”),
ENERGY FUELS INC., an Ontario corporation (“EFI”), SC CLEAN ENERGY, INC., a
Delaware corporation ("SCC"), and SUMMIT NEW ENERGY HOLDING, LLC, a Delaware
limited liability company (“SNEH”) (SCC and SNEH are individually and
collectively referred to herein as “Seller” and “Sellers,” respectively).

RECITALS 

            A.       
Buyer and Sellers are all of the members of Roca Honda Resources, LLC, a
Delaware limited liability company (the “Company”), and are parties to a Limited
Liability Company Agreement dated July 26, 2007, as amended (the “Operating
Agreement). 

            B.       
Buyer and Sellers own 100% of the issued and outstanding Ownership Interests (as
defined in the Operating Agreement) in the Company, with Buyer owning a 60%
Ownership Interest, SCC owning a 34% Ownership Interest and SNEH owning a 6%
Ownership Interest.

            C.       
The Company owns the Roca Honda Project, which is comprised of all mineral
rights held by the Company in Sections 9, 10 and 16 in Township 13 North, Range
8 West N.M.P.M (the “Project”).

            D.       
The Buyer wishes to purchase the Sellers’ respective Ownership Interests in the
Company, and the Sellers wish to sell such Ownership Interests to the Buyer,
upon all of the terms and conditions set forth herein. 

AGREEMENT 

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

ARTICLE 1 
DEFINITIONS 


            In
addition to terms defined elsewhere in this Agreement, the following terms have
the meanings specified or referred to in this Article 1: 

            “Affiliate”
of a Person means any other Person that directly or indirectly, through one or
more intermediaries, controls, is controlled by, or is under common control
with, such Person. The term “control” (including the terms “controlled by” and
“under common control with”) means the possession, directly or indirectly, of
the power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise. 

            “Agreement”
has the meaning set forth in the preamble. 

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            “Business
Day” means any day except Saturday, Sunday or any other day on which commercial
banks located in Denver, Colorado are closed for business. 

            “Canadian
Business Day” means any day except Saturday, Sunday or any other day on which
commercial banks located in Toronto, Ontario are closed for business.

           
“Closing Date” has the meaning set forth in Section 2.3. "Closing EFI
Shares" has the meaning set forth in Section 2.2. 

           
“Dollars” or “$” means the lawful currency of the United States. 

           
“Encumbrance” means any lien, pledge, mortgage, deed of trust, security
interest, charge, claim, easement, encroachment, right of first refusal,
pre-emptive right, contractual or other right or other similar encumbrance, but
not including any rights or restrictions under the Operating Agreement. 

           
"EFI Shares" has the meaning set forth in Section 2.2. 

            
“Governmental Authority” means any federal, state, local or foreign government
or political subdivision thereof, or any agency or instrumentality of such
government or political subdivision, or any self-regulated organization or other
non-governmental regulatory authority or quasi-governmental authority (to the
extent that the rules, regulations or orders of such organization or authority
have the force of Law), or any arbitrator, court or tribunal of competent
jurisdiction. 

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

            
“Law” means any statute, law, ordinance, regulation, rule, code, order,
constitution, treaty, common law, judgment, decree, other requirement or rule of
law of any Governmental Authority. 

            “Losses”
means actual out-of-pocket losses, damages, liabilities, costs or expenses,
including reasonable attorneys’ fees. 

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

           
“Purchase Price” has the meaning set forth in Section 2.2. 

            “Representative”
means, with respect to any Person, any and all directors, officers, employees,
consultants, financial advisors, counsel, accountants and other agents of such
Person. 

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“Taxes” means all federal, state, local, foreign and other income, gross
receipts, sales, use, production, ad valorem, transfer, franchise, registration,
profits, license, lease, service, service use, withholding, payroll, employment,
unemployment, estimated, excise, severance, environmental, stamp, occupation,
premium, property (real or personal), real property gains, windfall profits,
customs, duties or other taxes, fees, assessments or charges of any kind
whatsoever, together with any interest, additions or penalties with respect
thereto and any interest in respect of such additions or penalties. 

            “Tax
Return” means any return, declaration, report, claim for refund, information
return or statement or other document required to be filed with respect to
Taxes, including any schedule or attachment thereto, and including any amendment
thereof. 

            "VWAP"
is the volume-weighted average price for EFI Shares on the NYSE MKT, calculated
by (i) multiplying the price by the number of shares for each trade on the NYSE
MKT over a specified period of time, (ii) adding the results for all the trades
and (iii) dividing that by the number of shares traded.

ARTICLE 2 
PURCHASE AND SALE 


2.1        Purchase and
Sale. Subject to the terms and conditions set forth herein, at the Closing,
Sellers shall sell, assign and convey, and Buyer shall purchase and accept, (i)
all of the Ownership Interests in the Company owned by Sellers (a total of a 40%
Ownership Interest, made up of a 34% Ownership Interest from SCC and a 6%
Ownership Interest from SNEH) and all rights and benefits related thereto, under
the Operating Agreement, or pursuant to applicable laws, including, without
limitation, all capital, capital accounts, voting rights, rights to share in
profits and losses, rights to distributions, marketing rights and other rights
and benefits, and (ii) all right, title and interest of Sellers in and to the
Project, free and clear of all Encumbrances, for the consideration specified in
Section 2.2. Sellers and Buyer waive any rights or restrictions under the
Operating Agreement (including any rights of first refusal) with respect to such
sale of the Sellers’ Ownership Interests to Buyer hereunder, and consent and
approve of such sale.

2.2        Purchase
Price. The purchase price (the “Purchase Price”) for all of the Sellers’
Ownership Interests and other rights and interests set forth in Section 2.1
above shall be comprised of the following: 

                          (a)       
For Sellers’ Ownership Interests under the Operating Agreement, the issuance by
EFI to Sellers at Closing of a number of Common Shares, without par value, of
EFI (the “EFI Shares”), equal to $2,800,000 divided by the VWAP on the NYSE MKT
for EFI's Shares for the ten (10) trading days ending on the day prior to the
Closing Date, rounded down to the nearest whole share (the "Closing EFI
Shares"); and 

                          (b)       
For Sellers’ rights in the Project and other rights not covered under Section
2.2(a) above, a cash payment in the amount of $4,500,000, which shall be paid by
wire transfer of immediately available funds within 30 days following the date
“Commercial Production,” as defined hereinafter, is achieved from the Project. Commercial
Production means the mining of ore from the Project and the processing of such
ore to create the first 100,000 pounds of U3O8 contained in natural uranium
concentrates that meets the standard specifications of the ConverDyn conversion
facility, Metropolis, Illinois, for natural uranium concentrates. For clarity,
Buyer shall not be under any obligation to bring the Project into production or
achieve Commercial Production, all of which shall be determined by Buyer in its
sole and absolute discretion.

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The Purchase Price shall be allocated and paid to Sellers (i)
based on their respective Ownership Interests in the Company sold to Buyer
hereunder (with SCC receiving 85% and SNEH receiving 15% of the Purchase Price),
or (ii) on such other basis as directed by SCC and SNEC jointly in a signed
writing delivered to Buyer prior to Closing. 

Once Commercial Production has occurred, Sellers shall
designate the bank account for the payment of the $4,500,000 under Section
2.2(b) at that time and Buyer shall pay the amount to such bank account by wire
transfer and the expenses, such as bank charge, etc., for the fund transfer
shall be borne by Buyer.

2.3         
Closing. Subject to the terms and conditions of this Agreement, the
consummation of the sale and purchase of the Sellers’ Ownership Interests in the
Company (the “Closing”) shall take place at 10:00 a.m., local time, at the
offices of Buyer at 225 Union Blvd., Suite 600, Lakewood, Colorado 80228 on or
before May 27, 2016, or at such other time and place as is mutually agreeable to
the parties (the “Closing Date”). 

Transactions to be Effected at the Closing. At the Closing, the
following shall occur: 

                         
(a)        Buyer shall deliver to Sellers: 

                                        (i)       
The Closing EFI Shares in accordance with Section 2.2. 

                                        (ii)      
a receipt dated as of the Closing Date certifying that the full purchase price
for the Closing EFI Shares has been delivered by the Sellers to the Buyer on the
Closing Date. 

                                        (iii)    
 all other agreements, documents, instruments or certificates required to
be delivered by Buyer at or prior to the Closing pursuant to Section 6.3.


                         
(b)        Sellers shall deliver to Buyer:


                                        (i)       
The Transfer, Bill of Sale and Assignment from each Seller, in substantially the
forms attached hereto as Exhibit A, evidencing the transfer and
conveyance of the Ownership Interests in the Company from each Seller to Buyer,
free and clear of all Encumbrances; 

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                                        (ii)       all
other agreements, documents, instruments or certificates required to be
delivered by Sellers at or prior to the Closing pursuant to Section 6.2.


2.4         
Holding Period. Sellers and Buyer agree hereby that the holding period
required under Rule 144 of the 1933 Act (defined below) for the Closing EFI
Shares shall commence from the Closing Date, provided that the full purchase
price for the Closing EFI Shares is delivered by the Seller to the Buyer on the
Closing Date. 

ARTICLE 3 
REPRESENTATIONS AND WARRANTIES OF
SELLER


            Sellers,
jointly and severally, represent and warrant to the Buyer and EFI the following:


3.1       
Organization. Each Seller is a corporation or limited liability company
duly organized, validly existing and in good standing under the Laws of the
jurisdiction of its formation. 

3.2        Due
Authorization, Execution and Delivery; Enforceability. Each Seller has the
requisite corporate power and authority to enter into this Agreement, to carry
out its obligations hereunder and to consummate the transactions contemplated
hereby. The execution and delivery by each Seller, the performance by each
Seller of its obligations hereunder, and the consummation by each Seller of the
transactions contemplated hereby have been duly authorized by all requisite
corporate action of each Seller and each of its parent entities. This Agreement
has been duly executed and delivered by each Seller and constitutes the legal,
valid and binding obligation of each Seller, enforceable against each Seller in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting
creditors’ rights generally and by general principles of equity (regardless of
whether enforcement is sought in a proceeding at law or in equity). 

3.3        No Conflicts;
Consents. The execution, delivery and performance by each Seller of this
Agreement, and the consummation of the transactions contemplated hereby, do not
and will not: (a) result in a violation or breach of any provision of the
articles of incorporation or bylaws of such Seller, any of such Seller’s parent
entities, or the Company; (b) conflict with, violate, result in a breach of, or
constitute a default under any contract to which such Seller or any of such
Seller’s parent entities or the Company is a party, bound or affected; (c)
result in the creation or imposition of any Encumbrance against or upon such
Seller’s Ownership Interests in the Company or the Company; or (d) result in a
violation or breach of any provision of any Law or Governmental Order applicable
to such Seller or the Company. No consent, approval, Permit, Governmental Order,
declaration or filing with, or notice to, any Governmental Authority is required
by or with respect to each Seller or the Company in connection with the
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby. 

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3.4         
Transfer of the Ownership Interests. 

                          (a)       
Each Seller is the legal and beneficial owner of its Ownership Interests in the
Company and will transfer to Buyer at Closing good title to such Ownership
Interests, free and clear of any Encumbrance. 

                          (b)       
Except for the Ownership Interests owned by Sellers and Buyer, there are no
outstanding membership interests, shares, options, warrants, convertible
securities or other rights, agreements, arrangements or commitments of any
character relating to the ownership of the Company or obligating either Seller
or the Company to issue or sell any membership interest of, or any other
interest in, the Company. The Company does not have outstanding, nor has it
authorized any stock or membership interest appreciation, phantom stock or
membership interest, profit participation or similar rights. There are no voting
trusts, proxies or other agreements or understandings in effect with respect to
the voting or transfer of any of the membership interest in the Company. 

3.5        
 Legal Proceedings. There are no actions, suits, claims,
investigations or other legal proceedings pending or, to each Seller’s
knowledge, threatened against either Seller, any Affiliate of either Seller,
that challenge or seek to prevent, enjoin or otherwise delay the transactions
contemplated by this Agreement. 

3.6        
 Brokers; Financial Advisors. No broker, finder or investment banker
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 either Seller. 

3.7        
 EFI Shares Securities Matters. In connection with the delivery of
the Closing EFI Shares to Sellers: 

                          (a)       
Each Seller understands and agrees that the Closing EFI Shares have not been and
will not be registered under the Securities Act of 1933 Act, as amended (the
“1933 Act”), or applicable securities laws of any state of the United States,
and the Closing EFI Shares are being offered and sold by EFI to each Seller in
reliance upon the exemption from the registration requirements of the 1933 Act
set forth in Section 4(a)(2) of the 1933 Act; 

                          (b)       
Each Seller is obtaining the Closing EFI Shares for its own account for
investment purposes only and not with a view to resale or distribution and, in
particular, it has no intention to distribute either directly or indirectly any
of the Closing EFI Shares in the United States or to, or for the account or
benefit of a U.S. Person; provided, however, this paragraph shall
not restrict each Seller from selling or otherwise disposing of any of the
Closing EFI Shares pursuant to registration thereof pursuant to the 1933 Act and
any applicable securities laws of any state of the United States or under an
applicable exemption from such registration requirements; 

6 




                          (c)       
Each Seller understands that upon the issuance thereof, and until such time as
the same is no longer required under the applicable requirements of the 1933 Act
or applicable U.S. state laws and regulations, and pursuant to the process set
forth in Section 5.16(b), the certificates representing the Closing EFI Shares,
and all securities issued in exchange therefor or in substitution thereof, will
bear a legend in substantially the following form (the “U.S. Legend”): 

	“THE
  SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933
ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS. THE HOLDER HEREOF, BY PURCHASING
SUCH SECURITIES, AGREES FOR THE BENEFIT OF ENERGY FUELS INC. (THE “CORPORATION”)
THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED,
DIRECTLY OR INDIRECTLY, ONLY (A) TO THE CORPORATION OR PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE 1933 ACT, (B) OUTSIDE THE
UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND
IN COMPLIANCE WITH LOCAL LAWS AND REGULATIONS, (C) IN COMPLIANCE WITH THE
EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER,
IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES OR “BLUE
SKY” LAWS, OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE
1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF
SUBPARAGRAPH (B), (C) OR (D), THE SELLER FURNISHES TO THE CORPORATION AN OPINION
OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO
SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN
SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. NOTWITHSTANDING THE
FOREGOING, SUBJECT TO COMPLIANCE WITH APPLICABLE SECURITIES LAWS, THE SECURITIES
MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR
FINANCING ARRANGEMENT SECURED BY THE SECURITIES. HEDGING TRANSACTIONS INVOLVING
THE SECURITIES REPRESENTED HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH
U.S. SECURITIES LAWS.” 

Certificates evidencing the Closing EFI Shares shall not be
required to contain the U.S. Legend set forth above (i) following any sale
pursuant to an effective registration statement covering the resale of such
Closing EFI Shares, (ii) following any sale of such Closing EFI Shares pursuant
to Rule 144 (assuming the transferor is not an affiliate of EFI), (iii)
following any sale of such Closing EFI Shares if such Closing EFI Shares are
eligible to be sold, assigned or transferred under Rule 144 (provided that a
Seller provides EFI with reasonable assurances that such Closing EFI Shares are
eligible for sale, assignment or transfer under Rule 144 which shall not include
an opinion of Seller’s counsel), (iv) in connection with a sale, assignment or
other transfer (other than under Rule 144), provided that such Seller
provides EFI with an opinion of counsel of such Seller, in a generally
acceptable form, to the effect that such sale, assignment or transfer of the
Closing EFI Shares may be made without registration under the applicable
requirements of the 1933 Act and that such restrictive U.S. Legend is no longer
required, (v) following twelve months after the Closing Date pursuant to Rule
144 provided that the full purchase price for the Closing EFI Shares is
delivered by the Seller to the Buyer on the Closing Date or (vi) if such legend
is not required under applicable requirements of the 1933 Act (including,
without limitation, controlling judicial interpretations and pronouncements
issued by the SEC), provided that such Seller provides EFI with an opinion of
counsel of such Seller, in a generally acceptable form, to the effect that such
legend is not required under applicable requirements of the 1933 Act; 

7 




                          (d)       
Each Seller has had the opportunity to ask questions of and receive answers from
EFI regarding the acquisition of the Closing EFI Shares, and has received all
the information regarding EFI that it has requested; 

                          (e)       
Each Seller consents to EFI making a notation on its records or giving
instruction to the registrar and transfer agent of EFI in order to implement the
restrictions on transfer with respect to the Closing EFI Shares set forth and
described herein and understands that EFI may instruct its registrar and
transfer agent not to record any transfer of any securities of EFI without first
being notified by EFI that it is satisfied that such transfer is exempt from or
not subject to the registration requirements of the 1933 Act and applicable
securities laws of any state of the United States; 

                          (f)       
Each Seller received and accepted the offer of the Closing EFI Shares at Buyer's
office in Lakewood, Colorado;

                          (g)       
Each Seller acknowledges that the Closing EFI Shares are highly speculative in
nature and such Seller has 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 Closing EFI Shares, each
Seller has not relied upon EFI for investment, legal or tax advice, or other
professional advice, and has in all cases sought or elected not to seek the
advice of its own personal investment advisers, legal counsel and tax advisers.
Each Seller is able, without impairing its financial condition, to bear the
economic risk of, and withstand a complete loss of the investment and it can
otherwise be reasonably assumed to have the capacity to protect its own interest
in connection with its investment in the Closing EFI Shares; 

                          (h)       
The Closing EFI Shares will be issued in reliance on the exemption from Canadian
prospectus requirements set out in Section 2.13 of National Instrument 45-106 –
Prospectus Exemptions adopted by the Canadian Securities Administrators
and will be subject to a four-month restricted period under Section 2.5 of
National Instrument 45-102 – Resale of Securities adopted by the Canadian
Securities Administrators. Accordingly, the certificates representing the
Closing EFI Shares will also bear the following additional legend (the “Canadian
Legend”): 

8 




“UNLESS PERMITTED UNDER SECURITIES
LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE
[INSERT THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE DISTRIBUTION DATE]” 

            (i)       
The certificate(s) evidencing the Closing EFI Shares shall also bear an
additional legend (the “TSX Legend”) as required by Section 607.1 of the TSX
Company Manual, substantially in the form below: 

“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE ARE LISTED ON THE TORONTO STOCK EXCHANGE (“TSX”); HOWEVER, THE SAID
SECURITIES CANNOT BE TRADED THROUGH THE FACILITIES OF TSX SINCE THEY ARE NOT
FREELY TRANSFERABLE, AND CONSEQUENTLY ANY CERTIFICATE REPRESENTING SUCH
SECURITIES IS NOT “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON TSX.” 

In accordance with Section 607.1 of the TSX Company Manual, the
TSX Legend may be removed at such time as both the Canadian Legend and the U.S.
Legend have been removed. At such time, EFI shall cause its transfer agent to
remove such restrictive legends and provide Sellers with one or more
certificates for the EFI Shares as instructed by Sellers free from any
restrictive legends, pursuant to Section 5.16(b) below. 

ARTICLE 4 
REPRESENTATIONS AND WARRANTIES OF BUYER AND
EFI 


            Buyer
and EFI jointly and severally represent and warrant to Sellers that except as
set forth in the Buyer Disclosure Schedules: 

4.1         
Organization. Buyer is a corporation duly organized, validly existing and
in good standing under the Laws of Nevada, and EFI is a corporation duly
organized, validly existing and in good standing under the laws of Ontario,
Canada. 

4.2         
Due Authorization, Execution and Delivery; Enforceability. Each of Buyer
and EFI has the requisite corporate power and authority to enter into this
Agreement, to carry out its obligations hereunder and to consummate the
transactions contemplated hereby. The execution and delivery by each of Buyer
and EFI, the performance by each of Buyer and EFI of its obligations hereunder
and the consummation by each of Buyer and EFI of the transactions contemplated
hereby have been duly authorized by all requisite corporate action. This
Agreement has been duly authorized, executed and delivered by each of Buyer and
EFI and constitutes the legal, valid and binding obligation of each of Buyer and
EFI, enforceable against each of Buyer and EFI in accordance with its terms,
except as such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar Laws affecting creditors’ rights generally
and by general principles of equity (regardless of whether enforcement is sought
in a proceeding at law or in equity). 

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4.3          No
Conflicts; Consents. The execution, delivery and performance by Buyer and
EFI of this Agreement, and the consummation of the transactions contemplated
hereby, do not and will not: (a) result in a violation or breach of any
provision of the articles of incorporation or bylaws of Buyer or EFI; (b)
conflict with, violate, result in a breach of, constitute a default under any
contract to which Buyer or EFI is a party, bound or affected, or (c) result in a
violation or breach of any provision of any Law or Governmental Order applicable
to Buyer or EFI. No consent, approval, Permit, Governmental Order, declaration
or filing with, or notice to, any Governmental Authority is required by or with
respect to Buyer or EFI in connection with the execution and delivery of this
Agreement and the consummation of the transactions contemplated hereby. 

4.4         
Brokers; Financial Advisors. No broker, finder or investment banker 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 Buyer or EFI. 

4.5         
Legal Proceedings. There are no actions, suits, claims, investigations or
other legal proceedings pending or, to Buyer’s or EFI’s knowledge, threatened
against Buyer or any Affiliate of Buyer that challenge or seek to prevent,
enjoin or otherwise delay the transactions contemplated by this Agreement. 

4.6        
 EFI Securities Matters. EFI represents, warrants, covenants and
certifies to and with the Sellers that, as of the Closing (i) the issuance of
the Closing EFI Shares has been duly authorized by EFI, (ii) upon issuance and
delivery to Seller in accordance with Section 2.2, the Closing EFI Shares will
be validly issued, fully paid and non-assessable and free from all preemptive or
similar rights or Encumbrances; and (iii) the delivery of the Closing EFI Shares
will not trigger any action or event under the Shareholder Rights Plan Agreement
dated February 3, 2009, between EFI and CST Trust Company (initially entered
into with CIBC Mellon Trust Company and later novated to CST Trust Company), as
may be further amended, supplemented or restated from time to time. 

4.7         
Acknowledgement in Respect of EFI Shares. EFI acknowledges and agrees
that each Seller is acting solely in the capacity of an arm’s length seller with
respect to the transactions contemplated hereby and that the Sellers are not,
individually or collectively, (i) an “affiliate” (as defined in Rule 144) of EFI
or (iii) a “beneficial owner” of more than 10% of the EFI Shares (as defined for
purposes of Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the
“1934 Act”)). EFI further acknowledges that no Sellers are acting as a financial
advisor or fiduciary of EFI or any of its Subsidiaries (or in any similar
capacity) with respect to the transactions contemplated hereby, and any advice
given by a Seller or any of its representatives or agents in connection with the
transactions contemplated hereby is merely incidental to such Seller’s
disposition of its Ownership Interests. EFI further represents to each Seller
that EFI’s and Buyer’s decision to enter into the transactions contemplated
hereby has been based solely on the independent evaluation by EFI, the Buyer and
their respective representatives. 

4.8          No
General Solicitation; Placement Agent’s Fees. Neither EFI, nor any of its
Affiliates, nor any Person acting on its or their behalf, has engaged in any
form of general solicitation or general advertising (within the meaning of
Regulation D) in connection with the offer or sale of the Closing EFI Shares. EFI shall be responsible for the
payment of any placement agent’s fees, financial advisory fees, or brokers’
commissions relating to or arising out of the transactions contemplated hereby
(other than any such fees or commissions incurred by Sumitomo Sellers for their
own account). EFI shall pay, and hold each Seller harmless against, any
liability, loss or expense (including, without limitation, attorney's fees and
out-of-pocket expenses) arising in connection with any such claim. 

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4.9.        
 No Integrated Offering. None of EFI or any of its Affiliates, nor
any Person acting on their behalf has, directly or indirectly, made any offers
or sales of any security or solicited any offers to buy any security, under
circumstances that would require registration of the issuance of any Closing EFI
Shares under the 1933 Act, whether through integration with prior offerings or
otherwise, or cause this offering of the Closing EFI Shares to require approval
of stockholders of EFI for purposes of the 1933 Act or under any applicable
stockholder approval provisions, including, without limitation, under the rules
and regulations of any exchange or automated quotation system on which any of
the securities of EFI are listed or designated for quotation. None of EFI or any
of its Affiliates nor any Person acting on their behalf will take any action or
steps that would cause the offering of the Closing EFI Shares to be integrated
with other offerings of securities of EFI. 

4.10        SEC
Documents; Since January 1, 2014, 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 1933
Act, the 1934 Act or rules promulgated thereunder (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 1933 Act and the 1934 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. As of their
respective dates, the financial statements of EFI included in the EFI SEC
Reports complied in all material respects with applicable accounting
requirements and the published rules and regulations of the SEC with respect
thereto as in effect as of the time of filing. Such financial statements have
been prepared in accordance with United States generally accepted accounting
principles or the International Financial Reporting Standards, as applicable,
consistently applied, during the periods involved (except (i) as may be
otherwise indicated in such financial statements or the notes thereto, or (ii)
in the case of unaudited interim statements, to the extent they may exclude
footnotes or may be condensed or summary statements) and fairly present in all
material respects the financial position of EFI as of the dates thereof and the
results of its operations and cash flows for the periods then ended (subject, in
the case of unaudited statements, to normal year-end audit adjustments which
will not be material, either individually or in the aggregate). 

11 




4.11        Shell Company
Status. EFI is not, and has never been, an issuer identified in, or subject
to, Rule 144(i). 

ARTICLE 5 
COVENANTS 


5.1         
Confidentiality. 

                          (a)       
Buyer and EFI shall each hold in confidence any and all information, whether
written or oral, concerning Sellers, except to the extent that Buyer or EFI can
show that such information (i) is generally available to or known by the public
through no fault of Buyer or EFI or their respective Representatives; (ii) is
lawfully acquired by Buyer or EFI from and after the Closing from sources which
are not prohibited from disclosing such information by a legal, contractual or
fiduciary obligation; or (iii) is required to be disclosed by applicable Law or
judicial or administrative process. If Buyer or EFI or their respective
Representatives are compelled to disclose any information by judicial or
administrative process or by other requirements of Law, Buyer or EFI, as the
case may be, shall promptly notify Sellers in writing and shall disclose only
that portion of such information which Buyer or EFI is advised by its counsel is
legally required to be disclosed, provided, that Buyer or EFI, as the case may
be, shall use commercially reasonable efforts to obtain an appropriate
protective order or other reasonable assurance that confidential treatment will
be accorded such information. 

                          (b)       
Each Seller shall hold, and shall use its reasonable best efforts to cause its
Representatives to hold, in confidence any and all information, whether written
or oral, concerning Buyer, EFI and the Company, except to the extent that such
Seller can show that such information (i) is generally available to or known by
the public through no fault of such Seller or any of its Affiliates or
Representatives; (ii) is lawfully acquired by such Seller from and after the
Closing from sources which are not prohibited from disclosing such information
by a legal, contractual or fiduciary obligation; or (iii) is required to be
disclosed by applicable Law or judicial or administrative process. If either
Seller or any of its Affiliates or Representatives are compelled to disclose any
information by judicial or administrative process or by other requirements of
Law, such Seller shall promptly notify Buyer in writing and shall disclose only
that portion of such information which such Seller is advised by its counsel is
legally required to be disclosed, provided, that such Seller shall use
commercially reasonable efforts to obtain an appropriate protective order or
other reasonable assurance that confidential treatment will be accorded such
information. 

5.2         
Governmental Approvals and Other Third-Party Consents. Each party hereto
shall use commercially reasonable efforts to obtain, or cause to be obtained,
all consents, authorizations, orders and approvals from all Governmental
Authorities that may be or become necessary for its execution and delivery of
this Agreement and the performance of its obligations pursuant to this Agreement
on the Closing Date. Each party shall cooperate fully with the other party and
its Affiliates in promptly seeking to obtain all such consents, authorizations,
orders and approvals.

12 




The parties hereto shall not take any action that will have the
effect of delaying, impairing or impeding the receipt of any required consents,
authorizations, orders and approvals. 

5.3        
 Public Announcements. Unless otherwise required by applicable Law
or stock exchange requirements (based upon the reasonable advice of counsel), no
party to this Agreement shall make any public announcements in respect of this
Agreement or the transactions contemplated hereby or otherwise communicate with
any news media without the prior written consent of the other party (which
consent shall not be unreasonably withheld, conditioned or delayed), and the
parties shall cooperate as to the timing and contents of any such announcement.


5.4        
 Transfer Taxes. All transfer, documentary, sales, use, stamp,
registration, value added and other such Taxes and fees (including any penalties
and interest) incurred in connection with this Agreement shall be borne and paid
by Sellers when due. Sellers shall, at their own expense, timely file any Tax
Return or other document with respect to such Taxes or fees (and Buyer and EFI
shall cooperate with respect thereto as necessary). 

5.5        
 Capital Accounts. Upon Closing, Buyer shall succeed to the Capital
Account of each Seller in the Company, except as provided in Treas. Reg. § 1.704
-1(b)(2)(iv). 

5.6        
 Resignations. Upon Closing, each Seller resigns from all manager
and others positons held with the Company, Sellers’ appointees on the Management
Committee of the Company shall be deemed to have resigned, and Sellers shall
deliver resignations of such appointees at Closing. 

5.7        
 Investor Relations and Marketing. Nothing in this Agreement shall
restrict Buyer, EFI and their Affiliates from engaging in such investor
relations or marketing activities as they determine to be in their best
interests prior to Closing, provided that such investor relations or marketing
activities are not entered into for the purpose of manipulating the number of
EFI Shares to be issued to Sellers as of Closing. 

5.8        
 Expenses and Remaining Cash. Regardless of the amounts actually
spent by the Company in 2016, Sellers will be responsible to pay to Buyer at
Closing $204,228, which is 40% of the $510,570 Company budget for the first
quarter of 2016. This amount of $204,228 will be deducted from the $276,946
amount available in Sellers’ accounts with the Company as at the date of
execution of this Agreement, and the remaining balance of $72,718 will be
returned to Sellers at the Closing, pro rata in accordance with their Ownership
Interests in the Company. Sellers will not be responsible for the payment of any
amounts of the Company’s budget for the second, third or fourth quarters of
2016, or any non-budgeted amounts. 

5.9        
 Transfer of Sellers’ Rights under Operating Agreement. Upon
Closing, Sellers agree that all of its rights relating to Company and the
Project and under the Operating Agreement, including without limitation its
rights to a Sales and Marketing Agreement with SCC or SCC’s parent company as
contemplated by Section 3.3(b) of the Operating Agreement, shall be transferred
to Buyer. 

13 




5.10        Mutual
Release. Effective upon Closing and except for all of the rights and
obligations of the parties expressly set forth in this Agreement, Buyer and all
of its Affiliates, stockholders, members, managers, directors, officers,
employees, agents, attorneys, accountants, representatives, successors and
assigns (collectively, the “Buyer Parties”), on the one hand, and Sellers, and
their respective Affiliates, stockholders, members, managers, directors,
officers, employees, agents, attorneys, accountants, representatives, successors
and assigns (collectively, the “Seller Parties”), on the other hand, hereby
fully and forever release and discharge each other and all predecessors in
interest of each of the parties with respect to any and all known or unknown
claims, obligations, liabilities, damages, costs, expenses and causes of action,
of every nature kind and description, at law, in equity or otherwise, which
arise out of or in any way relate to, directly or indirectly, the Company, the
Operating Agreement or the Project on and prior to the date of this Agreement.


5.11        Post
Closing. Following Closing, the parties shall comply with the following:


                         
(a)        Within 10 days following each
six-month anniversary following Closing until Buyer has paid Sellers the
$4,500,000 under Section 2.2(b), Buyer shall provide Sellers with a brief
written report regarding the status of the Project, and whether or not
Commercial Production has occurred or is scheduled upon Seller’s request. 

                         
(b)        Any sales of the Closing EFI
Shares by or on behalf of Sellers after the Closing will be in an orderly
manner, without undue influence on the market price of the EFI Shares.

                          (c)       
Sellers or their Affiliates shall have a right of first refusal to act as sole
agent for marketing any production from the Project to utilities geographically
located in Japan, in accordance with the following provisions. If Buyer or its
Affiliates desire to appoint a third party agent for sales and marketing of
production from the Project to utilities geographically located in Japan, Buyer
shall so notify Seller of its desire and the parties shall attempt to reach
agreement on all of the terms and conditions applicable to appointing Seller as
such agent. If the parties are unable to reach such agreement within 60 days
after Sellers’ receipt of Buyer’s notice, Buyer may seek and obtain an offer
from an agent and notify Sellers of the terms and conditions offered by such
agent. Sellers shall have the right to match the same terms and conditions
offered by such agent by notice to Buyer given within 10 days after receipt of
Buyers notice of the terms and conditions offered by the agent. If Sellers
decline to match the terms and conditions offered by the agent or Sellers fail
to notify Buyer within such 10-day period, Sellers rights under this Section
5.11(c) shall terminate and be null and void and Buyer may enter into an
agreement with the agent or any other party. 

5.12        Listing.
EFI shall promptly secure the listing or designation for quotation (as the case
may be) of all of the Closing EFI Shares upon each national securities exchange
and automated quotation system, if any, upon which the EFI Shares are then
listed or designated for quotation (as the case may be) (subject to official
notice of issuance) and shall use commercially reasonable efforts to maintain
such listing or designation for quotation (as the case may be) of all EFI Shares on such national securities exchange or automated
quotation system for a period of twelve months after the Closing Date. EFI shall
use commercially reasonable efforts to maintain the EFI Shares’ listing or
authorization for quotation (as the case may be) on the Toronto Stock Exchange
and any of The New York Stock Exchange, the NYSE MKT, the Nasdaq Global Market
or the Nasdaq Global Select Market (each, an “Eligible Market”) for a period of
twelve months after the Closing Date. Neither EFI nor any of its Affiliates
shall take any action which could be reasonably expected to result in the
delisting or suspension of the EFI Shares on an Eligible Market for a period of
twelve months after the Closing Date, provided that nothing in this Agreement
would prohibit EFI from entering into a business combination or any other
transaction that would result in EFI terminating its listing or designation for
quotation (as the case may be) of the EFI Shares on any national securities
exchange or automated quotation system. EFI shall pay all fees and expenses in
connection with satisfying its obligations under this Section 5.12.

14 




5.13        Reporting
Status. Until twelve months after the Closing Date, EFI shall use
commercially reasonable efforts to timely file all reports required to be filed
with the SEC pursuant to the 1934 Act and to continue its status as an issuer
required to file reports under the 1934 Act, provided that nothing in this
Agreement would prohibit EFI from entering into a business combination or any
other transaction that would result in EFI terminating its status as an issuer
required to file reports under the 1934 Act. 

5.14        Pledge of
Closing EFI Shares. Notwithstanding anything to the contrary contained in
this Agreement, EFI acknowledges and agrees that, subject to compliance will all
applicable laws, the Closing EFI Shares may be pledged by Sellers in connection
with a bona fide margin agreement or other loan or financing arrangement
that is secured by the Closing EFI Shares. No Seller effecting a pledge of
Closing EFI Shares shall be required to provide EFI with any notice thereof. EFI
hereby agrees to execute and deliver such documentation as a pledgee of the
Closing EFI Shares may reasonably request in connection with a pledge of the
Closing EFI Shares to such pledgee by a Seller. 

5.15        Additional
Registration Statements. Until the Applicable Date (as defined below) and at
any time thereafter EFI fails for any reason to satisfy the requirements of Rule
144(c)(1), including, without limitation, the failure to satisfy the current
public information requirement under Rule 144(c) or EFI has ever been an issuer
described in Rule 144(i)(1)(i) or becomes such an issuer in the future, and EFI
shall fail to satisfy any condition set forth in Rule 144(i)(2) (a “Current
Public Information Failure”), EFI shall not file a registration statement under
the 1933 Act relating to securities that are not the Closing EFI Shares (other
than a registration statement on Form S-8 or such supplements or amendments to
registration statements that are outstanding and have been declared effective by
the SEC as of the date hereof (solely to the extent necessary to keep such
registration statements effective and available)). “Applicable Date” means the
first date on which all of the Closing EFI Shares are eligible to be resold by
the Sellers pursuant to Rule 144 (or, if a Current Public Information Failure
has occurred and is continuing, such later date after which EFI has cured such
Current Public Information Failure) 

15 




5.16        Transfer
Agent Instructions and Legends for the Closing EFI Shares. 

                          (a)       
Transfer Agent Instructions. Six months after the Closing Date, provided
that the full purchase price is delivered by the Seller to the Buyer for the
Closing EFI Shares on the Closing Date (or six months after the date such full
purchase price is delivered, if otherwise), EFI shall issue irrevocable
instructions to its transfer agent and any subsequent transfer agent (as
applicable, the “Transfer Agent”) in a form acceptable to each of the Sellers
(the “Irrevocable Transfer Agent Instructions”) to issue certificates or credit
shares to the applicable balance accounts at The Depository Trust Company
(“DTC”), registered in the name of each Seller or its respective nominee(s), for
the Closing EFI Shares. EFI represents and warrants that no instruction other
than the Irrevocable Transfer Agent Instructions referred to in this Section
5.16(a), and stop transfer instructions to give effect to Section 3.7(c) hereof,
will be given by EFI to its transfer agent with respect to the Closing EFI
Shares, and that the Closing EFI Shares shall otherwise be freely transferable
on the books and records of the EFI, as applicable, to the extent provided in
this Agreement. If a Seller effects a sale, assignment or transfer of the
Closing EFI Shares in accordance with Section 3.7(c), EFI shall permit the
transfer and shall promptly instruct its transfer agent to issue one or more
certificates or credit shares to the applicable balance accounts at DTC in such
name and in such denominations as specified by such Seller to effect such sale,
transfer or assignment, and shale provide any documents reasonably requested by
the transfer agent. In the event that such sale, assignment or transfer involves
Closing EFI Shares transferred pursuant to an effective registration statement
or in compliance with Rule 144, the transfer agent shall issue such shares to
such Seller, assignee or transferee (as the case may be) without any restrictive
legend in accordance with Section 5.16(b) below. EFI acknowledges that a breach
by it of its obligations hereunder will cause irreparable harm to a Seller.
Accordingly, EFI acknowledges that the remedy at law for a breach of its
obligations under this Section 5.16(a) will be inadequate and agrees, in the
event of a breach or threatened breach by EFI of the provisions of this Section
5.16(a), that a Seller shall be entitled, in addition to all other available
remedies, to an order and/or injunction restraining any breach and requiring
immediate issuance and transfer, without the necessity of showing economic loss
and without any bond or other security being required. Any fees (with respect to
the transfer agent, counsel to EFI or otherwise) associated with the issuance of
any opinion or the removal of any legends on any of the Closing EFI Shares shall
be borne by EFI. 

                          (b)       
Removal of Legends. If a U.S. Legend and a Canadian Legend is not
required, EFI shall no later than three (3) Canadian Business Days following the
delivery by a Seller to EFI’s transfer agent (with notice to EFI and an email
notification to cdelima@canstockta.com) of a legended certificate representing
such Closing EFI Shares (endorsed or with stock powers attached, medallion
guaranteed, and otherwise in form necessary to affect the reissuance and/or
transfer, if applicable), together with any other deliveries from such Seller as
may be reasonably required by EFI, its legal counsel or EFI’s transfer agent
(including the submission of the deposit/withdrawal at custodian (DWAC)
instructions from the broker of the purchaser of such Closing EFI Shares, if
applicable), as directed by such Seller, either: (A) provided that EFI’s
transfer agent is participating in the DTC Fast Automated Securities Transfer
Program, credit the aggregate number of EFI Shares to which such Seller is entitled to such Seller’s or its designee’s balance account
with DTC through its Deposit/Withdrawal at Custodian system or (B) if the EFI’s
transfer agent is not participating in the DTC Fast Automated Securities
Transfer Program, issue and deliver (via reputable overnight courier) to
such Seller, a certificate representing such EFI Shares that is free from all
restrictive and other legends, registered in the name of such Seller or its
designee (the date by which such credit is so required to be made to the balance
account of such Seller’s or such Seller’s designee with DTC or such certificate
is required to be delivered to such Seller pursuant to the foregoing is referred
to herein as the “Required Delivery Date”). EFI shall be responsible for any
transfer agent fees or DTC fees with respect to any issuance EFI Shares or the
removal of any legends with respect to any Closing EFI Shares in accordance
herewith. 

16 




                          (c)       
Failure to Timely Deliver; Buy-In. In addition to any other rights
available to the Sellers, if Sellers have made all notifications and deliveries
to the Transfer Agent and EFI contemplated by paragraph (b), EFI fails, for any
reason or for no reason, to issue and deliver (or cause to be delivered) to a
Seller (or its designee) by the later of the Required Delivery Date and three
(3) Canadian Business Days after receipt by the Transfer Agent and EFI of all
such required notifications and deliveries, and if after such date such Seller
is required by its broker to purchase (in an open market transaction or
otherwise) or such Seller’s brokerage firm otherwise purchases, EFI Shares to
deliver in satisfaction of a sale by such Seller of the Closing EFI Shares (a
“Buy-In”), then EFI shall (1) pay in cash to the Seller the amount by
which (x) the Seller’s total purchase price (including brokerage commissions, if
any) for the EFI Shares so purchased exceeds (y) the amount obtained by
multiplying (A) the number of Closing EFI Shares that EFI was required to
deliver times (B) the price at which the sell order giving rise to such purchase
obligation was executed. For example, if such Seller purchases EFI Shares having
a total purchase price of $11,000 to cover a Buy-In with respect to an attempted
sale of Closing EFI Shares with an aggregate sale price giving rise to such
purchase obligation of $10,000, under clause (1) of the immediately preceding
sentence EFI shall be required to pay such Seller $1,000. Such Seller shall
provide EFI with written notice indicating the amounts payable to such Seller in
respect of the Buy-In and, upon request of EFI, evidence of the amount of such
loss. Nothing shall limit such Seller’s right to pursue any other remedies
available to it hereunder, at law or in equity, including, without limitation, a
decree of specific performance and/or injunctive relief with respect to EFI’s
failure to timely deliver certificates representing EFI Shares (or to
electronically deliver such shares) as required pursuant to the terms hereof.


                          (d)       
Removal of Legend After Holding Period. The Sellers shall submit a
request to EFI’s transfer agent, pursuant to Section 5.16(b), to remove all
remaining U.S. Legends and Canadian Legends on the Closing EFI Shares within (3)
Canadian Business Days after the twelve month holding period required under Rule
144 of the 1933 Act has lapsed.

5.17        Further
Assurances. Following the Closing, each of the parties hereto shall, and
shall cause their respective Affiliates to, execute and deliver such additional
documents, instruments, conveyances and assurances and take such further actions
as may be reasonably required to carry out the provisions hereof and give effect
to the transactions contemplated by this Agreement. 

17 




ARTICLE 6 
CONDITIONS TO CLOSING 


6.1         
Conditions to Obligations of All Parties. The obligations of each party
to consummate the transactions contemplated by this Agreement shall be subject
to the fulfillment, at or prior to the Closing, of each of the following
conditions: 

                         
(a)        No Governmental Authority shall
have enacted, issued, promulgated, enforced or entered any Governmental Order
which is in effect and has the effect of making the transactions contemplated by
this Agreement illegal, otherwise restraining or prohibiting consummation of
such transactions or causing any of the transactions contemplated hereunder to
be rescinded following completion thereof. 

                          (b)       
Each party shall have received all consents, authorizations, orders and
approvals needed for such party to complete the transactions hereunder, and no
such consent, authorization, order or approval shall have been revoked. 

6.2         
Conditions to Obligations of Buyer. The obligations of Buyer to
consummate the transactions contemplated by this Agreement shall be subject to
the fulfillment, or Buyer’s waiver, at or prior to the Closing, of each of the
following conditions: 

                         
(a)        The representations and warranties
of Sellers contained in Article 3 shall be true and correct in all
respects as of the Closing Date with the same effect as though made at and as of
such date (except those representations and warranties that address matters only
as of a specified date, which shall be true and correct as of that specified
date); 

                         
(b)        Sellers shall have duly performed
and complied in all material respects with all agreements and covenants required
by this Agreement to be performed or complied with by Sellers prior to or on the
Closing Date. 

                          (c)       
Buyer shall have received a certificate, dated the Closing Date and signed by a
duly authorized officer of each Seller, that each of the conditions set forth in
Section 6.2 (a) and (b) have been satisfied. 

                          (d)       
Buyer shall have received a certificate of the Secretary or an Assistant
Secretary (or equivalent officer) of each Seller certifying that attached
thereto are true and complete copies of all resolutions adopted by the board of
directors or managers of such Seller authorizing the execution, delivery and
performance of this Agreement and the consummation of the transactions
contemplated hereby, and that all such resolutions are in full force and effect
and are all the resolutions adopted in connection with the transactions
contemplated hereby. 

                          (e)       
Sellers shall have delivered to Buyer an executed Transfer, Bill of Sale and
Assignment, substantially in the form attached hereto as Exhibit
A, free and clear of all Encumbrances. 

18 




                          (f)       
Each Seller shall have delivered to Buyer a Certificate of Non-Foreign Status,
as contemplated by Section 1445 of the US Internal Revenue Code. 

                          (g)       
Buyer shall have received approval from the Toronto Stock Exchange for the
transactions hereunder, including approval for issuance of the EFI Shares to
Sellers hereunder. 

                          (h)       
Each Seller shall have delivered to the Buyer a written resignation of each of
the Seller’s representatives on the Management Committee of the Company. 

                          (i)       
Sellers shall have delivered to Buyer a letter of the waiver of Sellers of their
any rights or restrictions under the Operating Agreement (including any rights
of first refusal) with respect to the sale of Sellers’ Ownership Interests to
Buyer hereunder. 

6.3        
 Conditions to Obligations of Sellers. The obligations of Sellers to
consummate the transactions contemplated by this Agreement shall be subject to
the fulfillment, or Sellers’ waiver, at or prior to the Closing, of each of the
following conditions: 

                          (a)       
The representations and warranties of Buyer contained in Article 4 shall
be true and correct as of the Closing Date with the same effect as though made
at and as of such date (except those representations and warranties that address
matters only as of a specified date, which shall be true and correct in all
material respects as of that specified date). 

                          (b)       
Buyer shall have duly performed and complied in all material respects with all
agreements, covenants and conditions required by this Agreement to be performed
or complied with by Buyer prior to or on the Closing Date. 

                          (c)       
Buyer shall have delivered to Sellers a certificate, dated the Closing Date and
signed by a duly authorized officer of Buyer, that each of the conditions set
forth in Section 6.3 (a) and (b) have been satisfied. 

                          (d)       
Buyer shall have received approval from the Toronto Stock Exchange for the
transactions hereunder, including approval for issuance of the EFI Shares to
Sellers hereunder. 

                          (e)       
Buyer shall have delivered the Closing EFI Shares to Sellers in accordance with
Section 2.2. 

                          (f)       
Buyer shall have delivered to Sellers a letter of the waiver of Buyer of its any
rights or restrictions under the Operating Agreement (including any rights of
first refusal) with respect to the sale of Sellers’ Ownership Interests to Buyer
hereunder. 

19 




ARTICLE 7 
INDEMNIFICATION 


7.1          Survival.
Subject to the limitations and other provisions of this Agreement, each party’s
representations, warranties and indemnities contained herein shall survive the
Closing and shall remain in full force and effect until the date that is two
years from the Closing Date. Notwithstanding the foregoing, any claims asserted
in good faith with reasonable specificity (to the extent known at such time) and
in writing by notice from one party to another party prior to the expiration
date of the survival period shall not thereafter be barred by the expiration of
such survival period and such claims shall survive until finally resolved. 

7.2          Indemnification
by Seller. Sellers, jointly and severally, shall indemnify Buyer and EFI
against, and shall hold Buyer and EFI harmless from and against, any and all
Losses incurred or sustained by, or imposed upon, Buyer or EFI based upon,
arising out of, with respect to or by reason of any inaccuracy in or breach of
any of the representations or warranties of Sellers contained in this Agreement
or any other document delivered pursuant to this Agreement, or any failure by
Sellers to perform any of their covenants, agreements or obligations in this
Agreement.

7.3          Indemnification
by Buyer and EFI. Buyer and EFI, jointly and severally, shall indemnify
Sellers against, and shall hold Sellers harmless from and against, any and all
Losses incurred or sustained by, or imposed upon, Sellers based upon, arising
out of, with respect to or by reason of any inaccuracy in or breach of any of
the representations or warranties of Buyer or EFI contained in this Agreement or
any other document delivered pursuant to this Agreement, or any failure by Buyer
or EFI to perform any of their covenants, agreements or obligations in this
Agreement. 

ARTICLE 8 
TAX MATTERS 


8.1          Taxes
Attributable to Pre-Closing Period and Post Closing Period. Sellers and
Buyer shall each be responsible for its allocable share of income or loss, if
any, of the Company for all taxable periods ending on or before the Closing
Date. Buyer shall include 100% of the Company’s income or loss, if any, in
Buyer’s tax return for the taxable periods after the Closing Date.

8.2          Tax
Refunds and Tax Benefits. Any Tax refund, credit or similar benefit
(including any interest paid or credited with respect thereto) relating to
taxable periods (or portions of a taxable period) ending on or before the
Closing Date shall be shared by both Sellers and Buyer according to the terms of
the Company’s operating agreement. 

8.3         
Returns. 

                          (a)       
Buyer shall prepare and file all Tax Returns relating to the Company for the
taxable period ending on or before the Closing Date. The Company shall furnish
Tax information to Sellers for inclusion in Seller’s federal consolidated income
Tax Return for the period that includes the Closing Date in accordance with the
Company’s past custom and practice. The income of the Company shall be apportioned to the
period up to and including the Closing Date and the period after the Closing
Date by closing the books of the Company as of the end of the Closing Date.

20 




                          (b)       
Buyer shall prepare and file (or cause the Company to prepare and file) all Tax
Returns that relate to the Company for taxable periods ending after the Closing
Date; it being understood that all Taxes shown as due and payable on such Tax
Returns shall be the responsibility of Buyer, except for Taxes that are
attributable to the pre-Closing period. Such Tax Returns shall be prepared on a
basis consistent with those prepared for prior taxable periods unless a
different treatment of any item is required by an intervening change in Law.
With respect to any Tax Return required to be filed with respect to the Company
after the Closing Date and as to which Taxes are allocable to Sellers, Buyer
shall provide Sellers and its authorized Representative with a copy of such
completed Tax Return and a statement (with which Buyer will make available
supporting schedules and information) certifying the amount of Tax shown on such
Tax Return that is allocable to Sellers at least 30 days prior to the due date
(including any extension thereof) for filing of such Tax Return, and Sellers and
its authorized Representative shall have the right to review and comment on such
Tax Return and statement prior to the filing of such Tax Return. Sellers and
Buyer agree to consult and to attempt in good faith to resolve any issues
arising as a result of the review of such Tax Return and statement by Sellers or
its authorized representative. 

8.4         
Tax Cooperation and Exchange of Information. Sellers and Buyer shall
provide each other with such cooperation and information as either of them
reasonably may request of the other (and Buyer shall cause the Company to
provide such cooperation and information) in filing any Tax Return, amended Tax
Return or claim for refund, determining a liability for Taxes or a right to a
refund of Taxes or participating in or conducting any audit or other proceeding
in respect of Taxes. 

8.5        
 Tax Covenants. Neither Buyer nor any Affiliate of Buyer shall take,
or cause or permit the Company to take, any action or omit to take any action
which could increase Sellers’ liability for Taxes. 

ARTICLE 9 
TERMINATION 


9.1         
Termination. This Agreement may be terminated at any time prior to the
Closing: 

                    
(a)        by the mutual written consent of
Seller and Buyer; 

                    
(b)        by Buyer by written notice to
Seller if: 

                                  
(i)        Buyer is not then in material
breach of any provision of this Agreement and there has been a material breach,
inaccuracy in or failure to perform any representation, warranty, covenant or
agreement made by Sellers pursuant to this Agreement that would give rise to the failure of any of the conditions
specified in Article 6 and such breach, inaccuracy or failure cannot be
cured by Sellers by the Closing Date; or 

21 




                                  
(ii)       any of the conditions set forth in
Section 6.1 or Section 6.2 shall not have been fulfilled by the
Closing Date, unless such failure shall be due to the failure of Buyer or EFI to
perform or comply with any of the covenants, agreements or conditions hereof to
be performed or complied with by it prior to the Closing; 

                    
(c)        by Sellers by written notice to
Buyer if: 

                                  
(i)        Sellers are not then in material
breach of any provision of this Agreement and there has been a material breach,
inaccuracy in or failure to perform any representation, warranty, covenant or
agreement made by Buyer or EFI pursuant to this Agreement that would give rise
to the failure of any of the conditions specified in Article 6 and such
breach, inaccuracy or failure cannot be cured by Buyer or EFI by the Closing
Date; or 

                                  
(ii)       any of the conditions set forth in
Section 6.1 or Section 6.3 shall not have been fulfilled by the
Closing Date, unless such failure shall be due to the failure of Sellers to
perform or comply with any of the covenants, agreements or conditions hereof to
be performed or complied with by it prior to the Closing; or 

                    
(d)        by Buyer or Seller in the event
that: 

                                  
(i)        there shall be any Law that makes
consummation of the transactions contemplated by this Agreement illegal or
otherwise prohibited; or 

                                  
(ii)       any Governmental Authority shall have
issued a Governmental Order restraining or enjoining the transactions
contemplated by this Agreement, and such Governmental Order shall have become
final and non-appealable. 

9.2         
Effect of Termination. In the event of the termination of this Agreement
in accordance with this Article, the provisions of Section 5.1
(Confidentiality), 5.3 (Public Announcement), and Article 10
(Miscellaneous) shall survive the termination of this Agreement. Nothing
herein shall relieve any party from liability for any breach of any provision
hereof prior to termination. 

ARTICLE 10 
MISCELLANEOUS 


10.1        Expenses.
Except as otherwise expressly provided herein, all costs and expenses,
including, without limitation, fees and disbursements of counsel, financial
advisors and accountants, incurred in connection with this Agreement and the
transactions contemplated hereby shall be paid by the party incurring such costs
and expenses, whether or not the Closing shall have occurred.

22 




10.2        Notices.
All notices, requests, consents, claims, demands, waivers and other
communications hereunder shall be in writing and shall be deemed to have been
given: (a) when delivered by hand (with written confirmation of receipt); (b)
when received by the addressee if sent by a nationally recognized overnight
courier (receipt requested); (c) on the date sent by e-mail of a PDF document
(with confirmation of transmission) if sent during normal business hours of the
recipient, and on the next Business Day if sent after normal business hours of
the recipient; or (d) on the fifth day after the date mailed, by certified or
registered mail, return receipt requested, postage prepaid. Such communications
must be sent to the respective parties at the following addresses (or at such
other address for a party as shall be specified in a notice given in accordance
with this Section 10.2): 

	If to Sellers: 	SC CLEAN ENERGY, INC.

    8055 East Tufts Avenue Suite 800

    Denver, Colorado 80237, USA

    Attention: President & CEO

    Email: hideo.shimada@sumitomocorp.com

           hideto.konishi@sumitomocorp.com
    SUMMIT NEW ENERGY HOLDING, LLC

    8055 East Tufts Avenue Suite 800

    Denver, Colorado 80237, USA

    Attention: President

    Email: kyo.onojima@sumitomocorp.com

           Takayuki.kita@sumitomocorp.com

    Copy to:

    SUMITOMO CORPORATION

    1-8-11 Harumi, Chuo-ku, Tokyo 104-8610, Japan

    Attention: General Manager, Coal & Nuclear

    Email: eklkz-org@sumitomocorp.com

	  	  
	If to Buyer: 	Strathmore Resources US, Ltd.
  
	  	225 Union Blvd., Suite 600 
	  	Lakewood, Colorado 80228 
		USA
	  	Attention: Stephen P. Antony
  
	  	Email: santony@energyfuels.com
  
	  	Fax: 303-974-2141



10.3        Headings.
The headings in this Agreement are for reference only and shall not affect the
interpretation of this Agreement. 

10.4       
Severability. If any term or provision of this Agreement is invalid,
illegal or unenforceable in any jurisdiction, such invalidity, illegality or
unenforceability shall not affect any other term or provision of this Agreement
or invalidate or render unenforceable such term or provision in any other
jurisdiction. Upon such determination that any term or other provision is
invalid, illegal or unenforceable, the parties hereto shall negotiate in good
faith to modify this Agreement so as to effect the original intent of the
parties as closely as possible in a mutually acceptable manner in order that the
transactions contemplated hereby be consummated as originally contemplated to
the greatest extent possible. 

10.5        Entire
Agreement. This Agreement constitutes the sole and entire agreement of the
parties to this Agreement with respect to the subject matter contained herein
and supersedes all prior and contemporaneous representations, warranties,
understandings and agreements, both written and oral, with respect to such
subject matter. 

10.6        Successors
and Assigns. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and permitted
assigns. No party may assign its rights or obligations hereunder without the
prior written consent of the other parties, which consent shall not be
unreasonably withheld, conditioned or delayed. No assignment shall relieve the
assigning party of any of its obligations hereunder. 

23 




10.7        No
Third-Party Beneficiaries. This Agreement is for the sole benefit of the
parties hereto and their respective successors and permitted assigns and nothing
herein, express or implied, is intended to or shall confer upon any other Person
or entity any legal or equitable right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement. 

10.8        Amendment and
Modification; Waiver. This Agreement may only be amended, modified or
supplemented by an agreement in writing signed by each party hereto. No waiver
by any party of any of the provisions hereof shall be effective unless
explicitly set forth in writing and signed by the party so waiving. No waiver by
any party shall operate or be construed as a waiver in respect of any failure,
breach or default not expressly identified by such written waiver, whether of a
similar or different character, and whether occurring before or after that
waiver. No failure to exercise, or delay in exercising, any right, remedy, power
or privilege arising from this Agreement shall operate or be construed as a
waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. 

10.9        Governing
Law; Submission to Jurisdiction. 

                                 (a)       
This Agreement shall be governed by and construed in accordance with the
internal laws of the State of New York without giving effect to any choice or
conflict of law provision or rule (whether of the State of New York or any other
jurisdiction). 

                                 (b)       
Any legal suit, action or proceeding arising out of or based upon this Agreement
or the transactions contemplated hereby may be instituted in the federal courts
of the United States of America or the courts of the State of New York, and each
party irrevocably submits to the exclusive jurisdiction of such courts in any
such suit, action or proceeding. Service of process, summons, notice or other
document by mail to such party’s address set forth herein shall be effective
service of process for any suit, action or other proceeding brought in any such
court. The parties irrevocably and unconditionally waive any objection to the
laying of venue of any suit, action or any proceeding in such courts and
irrevocably waive and agree not to plead or claim in any such court that any
such suit, action or proceeding brought in any such court has been brought in an
inconvenient forum. 

10.10    Limitation on Damages. In no
event shall any party be liable to any other party for any punitive, incidental,
consequential, or special damages relating to the breach or alleged breach of
this Agreement. 

10.11    Counterparts. This Agreement may
be executed in counterparts, each of which shall be deemed an original, but all
of which together shall be deemed to be one and the same agreement. A signed
copy of this Agreement delivered by facsimile, e-mail or other means of
electronic transmission shall be deemed to have the same legal effect as
delivery of an original signed copy of this Agreement. 

24 




[signature page follows] 

25 




The parties hereto have caused this Agreement to be executed as
of the date first written above by their respective officers thereunto duly
authorized. 

	Sellers: 	Buyer: 
	 	 
	SC CLEAN ENERGY, INC., a Delaware 	STRATHMORE RESOURCES US, LTD., a 
	corporation 	Nevada corporation 
	  	 
	By: /s/ Hideo
      Shimada                                           	By: /s/ Stephen P.
      Antony                                   
	 	 
	Name: Hideo
      Shimada                                            	Name: Stephen P.
      Antony                                    
	 	 
	Title: President and
      CEO                                        	Title: President &
      CEO                                          
	 	 
	SUMMIT NEW ENERGY HOLDING, LLC, 	EFI: 
	a Delaware limited liability company 	ENERGY FUELS INC., an Ontario 
	  	corporation 
	 	 
	By: /s/ Kyo
      Onojima                                               	By: /s/ Stephen P.
      Antony                                   
	 	 
	Name: Kyo
      Onojima                                                	Name: Stephen P.
      Antony                                    
	 	 
	Title:
      President                                                        	Title: President &
      CEO                                          


26 




EXHIBIT A 
TRANSFER, BILL OF SALE AND ASSIGNMENT
(SC CLEAN ENERGY, INC.) 

       THIS TRANSFER, BILL OF
SALE AND ASSIGNMENT (the “Assignment”), executed and effective as of this __day
of May, 2016 (the “Effective Date”), is made by and between SC CLEAN ENERGY,
INC., a Delaware corporation (“Seller”) and STRATHMORE RESOURCES US, LTD., a
Nevada corporation (“Buyer”). 

WHEREAS, Seller, SUMMIT NEW ENERGY HOLDING, LLC, a Delaware
limited liability company (“SNEH”), Buyer and ENERGY FUELS INC., an Ontario
corporation (“EFI”) are parties to a certain Purchase and Sale Agreement dated
April 29, 2016 (the “Purchase Agreement”). 

AND WHEREAS, Seller is a member and has a 34% Ownership
Interest in Roca Honda Resources, LLC, a Delaware limited liability company (the
“Company”), and is a party to the Limited Liability Company Agreement dated July
26, 2007 (the “Operating Agreement”). 

AND WHEREAS, Seller, SNEH, Buyer and EFI are closing the
transactions under the Purchase Agreement and Seller and Buyer are entering into
this Assignment as part of such closing to effect the transfer and assignment to
Buyer of all of Seller’s right, title and interest in a 34% Ownership Interest
in the Company. 

NOW, THEREFORE, in consideration of the agreements set forth
herein and in the Purchase Agreement, Seller and Buyer hereby agree as follows:


            1.       
Defined Terms. Capitalized terms used herein that are not otherwise
defined shall have the meaning given to such terms under the Purchase Agreement.


            2.       
Sale and Conveyance. Seller hereby sells, assigns, transfers and conveys
to Buyer all of Seller’s right, title and interest in and to (i) a 34% Ownership
Interest in the Company and all rights and benefits related thereto, under the
Operating Agreement, or pursuant to applicable laws, including, without
limitation, all capital, capital accounts, voting rights, rights to share in
profits and losses, rights to distributions and other rights and benefits,
including without limitation Seller’s rights to a Sales and Marketing Agreement
with Seller or Seller’s parent company as contemplated by Section 3.3(b) of the
Operating Agreement, and (ii) all right, title and interest of Sellers in and to
the Project (the “Conveyed Interests”), free and clear of any Encumbrances.
Buyer hereby accepts all right, title and interest of Seller in and to all of
the Conveyed Interests. Seller shall cease to be a member of the Company as of
the Effective Date and hereby resigns and withdraws as a member, manager,
officer or other representative of the Company. 

            3.       
Purchase Agreement. This Assignment is being executed in connection with
the closing of the transactions under the Purchase Agreement and is subject to
all of the terms and conditions of the Purchase Agreement, including, without
limitation, all of the representations and warranties of the Seller under Article 3 and the indemnity
under Article 7 of the Purchase Agreement. 

27 




            4.       
Further Assurances. The Seller will provide such other information, and
execute and deliver all such other and additional instruments, notices,
releases, undertakings, consents and other documents, and will do all such other
acts and things, as may be reasonably requested by the Buyer as necessary to
assure to Buyer that all the rights and interests granted or intended to be
granted under this Assignment and the Purchase Agreement are so granted. The
Seller shall also take or shall cause to be taken such other reasonable actions
as the Buyer may reasonably require to more effectively transfer, convey and
assign to, and vest in, the Buyer, and put the Buyer in possession of the
Conveyed Interests being conveyed and assigned hereunder. 

            5.       
Counterparts. This Assignment may be executed in counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument. 

            6.       
Headings. The section headings contained in this Assignment are inserted
for convenience only and shall not affect in any way the meaning or
interpretation of this Assignment. 

            7.       
Governing Law. This Assignment shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely within such state, without regard to the conflicts
of law principles of such state. 

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

 

Seller: SC CLEAN ENERGY, INC., a Delaware corporation


By: _______________________________________________

Name: _____________________________________________

Title: ______________________________________________

Buyer: STRATHMORE RESOURCES US, LTD., a Nevada
corporation 

By: _______________________________________________

Name: _____________________________________________

Title: ______________________________________________

: 

28 




TRANSFER, BILL OF SALE AND ASSIGNMENT 
(SUMMIT NEW
ENERGY HOLDING, LLC) 


       THIS TRANSFER, BILL OF
SALE AND ASSIGNMENT (the “Assignment”), executed and effective as of this ___
day of May, 2016 (the “Effective Date”), is made by and between SUMMIT NEW
ENERGY HOLDING, LLC, a Delaware limited liability company (“Seller”) and
STRATHMORE RESOURCES US, LTD., a Nevada corporation (“Buyer”). 

WHEREAS, Seller, SC CLEAN ENERGY, INC., a Delaware corporation
(“SCC”), Buyer and ENERGY FUELS INC., an Ontario corporation (“EFI”) are parties
to a certain Purchase and Sale Agreement dated April 29, 2016 (the “Purchase
Agreement”). 

AND WHEREAS, Seller is a member and has a 6% Ownership Interest
in Roca Honda Resources, LLC, a Delaware limited liability company (the
“Company”), and is a party to the Limited Liability Company Agreement dated July
26, 2007 (the “Operating Agreement”). 

AND WHEREAS, Seller, SCC, Buyer and EFI are closing the
transactions under the Purchase Agreement and Seller and Buyer are entering into
this Assignment as part of such closing to effect the transfer and assignment to
Buyer of all of Seller’s right, title and interest in a 6% Ownership Interest in
the Company. 

NOW, THEREFORE, in consideration of the agreements set forth
herein and in the Purchase Agreement, Seller and Buyer hereby agree as follows:


            1.       
Defined Terms. Capitalized terms used herein that are not otherwise
defined shall have the meaning given to such terms under the Purchase Agreement.


            2.       
Sale and Conveyance. Seller hereby sells, assigns, transfers and conveys
to Buyer all of Seller’s right, title and interest in and to (i) a 6% Ownership
Interest in the Company and all rights and benefits related thereto, under the
Operating Agreement, or pursuant to applicable laws, including, without
limitation, all capital, capital accounts, voting rights, rights to share in
profits and losses, rights to distributions and other rights and benefits,
including without limitation Seller’s rights to a Sales and Marketing Agreement
with Seller or Seller’s parent company as contemplated by Section 3.3(b) of the
Operating Agreement, and (ii) and all right, title and interest of Sellers in
and to the Project (the “Conveyed Interests”), free and clear of any
Encumbrances. Buyer hereby accepts all right, title and interest of Seller in
and to all of the Conveyed Interests. Seller shall cease to be a member of the
Company as of the Effective Date and hereby resigns and withdraws as a member,
manager, officer or other representative of the Company. 

            3.       
Purchase Agreement. This Assignment is being executed in connection with
the closing of the transactions under the Purchase Agreement and is subject to
all of the terms and conditions of the Purchase Agreement, including, without
limitation, all of the representations and warranties of the Seller under
Article 3 and the indemnity under Article 7 of the Purchase Agreement. 

            4.       
Further Assurances. The Seller will provide such other information, and
execute and deliver all such other and additional instruments, notices,
releases, undertakings, consents and other documents, and will do all such other acts and
things, as may be reasonably requested by the Buyer as necessary to assure to
Buyer that all the rights and interests granted or intended to be granted under
this Assignment and the Purchase Agreement are so granted. The Seller shall also
take or shall cause to be taken such other reasonable actions as the Buyer may
reasonably require to more effectively transfer, convey and assign to, and vest
in, the Buyer, and put the Buyer in possession of the Conveyed Interests being
conveyed and assigned hereunder. 

29 




            5.       
Counterparts. This Assignment may be executed in counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument. 

            6.       
Headings. The section headings contained in this Assignment are inserted
for convenience only and shall not affect in any way the meaning or
interpretation of this Assignment. 

            7.       
Governing Law. This Assignment shall be governed by and construed in
accordance with the laws of the State of New York applicable to agreements made
and to be performed entirely within such state, without regard to the conflicts
of law principles of such state. 

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

 

Seller: SUMMIT NEW ENERGY HOLDING, LLC, a Delaware
limited liability company

By: _______________________________________________

Name: _____________________________________________

Title: ______________________________________________

Buyer: STRATHMORE RESOURCES US, LTD., a Nevada
corporation 

By: _______________________________________________

Name: _____________________________________________

Title: ______________________________________________

30