] UNITS RMR INDUSTRIALS INC. UNDERWRITING AGREEMENTUnderwriting Agreement • August 20th, 2015 • RMR Industrials, Inc. • Services-miscellaneous business services • New York
CONSULTING AGREEMENTConsulting Agreement • April 14th, 2015 • RMR Industrials, Inc. • Services-miscellaneous business services • Colorado
This Consulting Agreement (the “Agreement”) is made and entered into as of October 15, 2014 (the “Effective Date”), by and between RMR IP, Inc., a Nevada corporation (the “Company”), and Principio Management LLC (the “Consultant”). The Company desires to retain Consultant as an independent contractor to perform such services on terms set forth more fully below. In consideration of the mutual promises contained herein, the parties agree as follows:
AGREEMENT AND PLAN OF MERGER by and among RMR Industrials, Inc., OLYB Acquisition Corporation, and RMR IP, Inc. dated as of February 27, 2015Merger Agreement • April 14th, 2015 • RMR Industrials, Inc. • Services-miscellaneous business services • Nevada
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”), is made and entered into as of February 27, 2015, by and among RMR Industrials, Inc., a Nevada corporation (“Parent”), OLYB Acquisition Corporation, a Nevada corporation and wholly owned subsidiary of Parent (“Merger Sub”), and RMR IP, Inc., a Nevada corporation (the “Company”). Certain other capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
FORM OF WARRANT AGREEMENTWarrant Agreement • August 20th, 2015 • RMR Industrials, Inc. • Services-miscellaneous business services • Colorado
THIS WARRANT AGREEMENT (“Warrant Agreement”), dated as of [Ÿ], 2015, by and between RMR INDUSTRIALS, INC., a Nevada corporation (the “Company”), and Corporate Stock Transfer, Inc., a Colorado corporation (the “Warrant Agent”).
KOMATSU FINANCIALTransfer of Equity and Assumption Agreement • March 8th, 2017 • RMR Industrials, Inc. • Services-miscellaneous business services
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • April 14th, 2015 • RMR Industrials, Inc. • Services-miscellaneous business services • Colorado
MANAGEMENT AGREEMENT (this "Agreement"), dated as of February 1, 2015, between Industrial Management LLC, a Colorado limited liability company ("IM"), and RMR IP, Inc., a Nevada corporation (the "Company").
SUBSCRIPTION AGREEMENTSubscription Agreement • August 15th, 2016 • RMR Industrials, Inc. • Services-miscellaneous business services • Nevada
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is by and between the undersigned Subscriber identified on the signature page attached hereto (the “Subscriber”) and RMR Industrials, Inc., a Nevada corporation, located at 9301 Wilshire Boulevard, Suite 312 Beverly Hills, CA 90210 (the “Company”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • October 11th, 2016 • RMR Industrials, Inc. • Services-miscellaneous business services • Colorado
This Asset Purchase Agreement (this “Agreement”), is entered into between CalX Minerals, LLC, a Colorado limited liability company (“Seller”), and RMR Aggregates, Inc., a Colorado corporation (“Buyer”) on October ___, 2016.
ContractShare Pledge Agreement • October 11th, 2016 • RMR Industrials, Inc. • Services-miscellaneous business services • Nevada
SHARE PLEDGE AGREEMENT, dated as of October 3, 2016 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among RMR Industrials, Inc., a Nevada corporation (“RMRI”) and Central Valley Administrators Inc., a Nevada corporation (the “Purchaser”). Each capitalized term used but not defined herein shall have the meaning assigned thereto in the Note Purchase Agreement; provided that each term defined in the Nevada UCC (as defined herein) and not defined in this Agreement shall have the meaning specified in the Nevada UCC.
AMENDMENT #1 TO OPTION AGREEMENTOption Agreement • July 22nd, 2015 • RMR Industrials, Inc. • Services-miscellaneous business services
This Amendment No. 1 (the “Amendment #1) to the Option Agreement, effective August 25th, 2014 between Colorado School of Mines (“CSM”) and RMR IP Inc. (“COMPANY”) (“AGREEMENT”) amends the AGREEMENT and shall be effective as of May 25th, 2015. Capitalized terms used but not defined herein shall have the meaning given to them in the AGREEMENT.
GUARANTY AGREEMENTGuaranty Agreement • November 10th, 2016 • RMR Industrials, Inc. • Services-miscellaneous business services • Colorado
THIS GUARANTY AGREEMENT (this “Agreement”) is made and entered into as of the 7th day of October, 2016 but to be effective September 30, 2016, by Satuit LLC, a Colorado limited liability company (“Guarantor”) for the benefit of RMR Aggregates, Inc. a Colorado corporation (“Buyer”).
ASSIGNMENT AGREEMENTAssignment Agreement • May 8th, 2015 • RMR Industrials, Inc. • Services-miscellaneous business services • Nevada
THIS ASSIGNMENT AGREEMENT (this “Agreement”) is made and entered into as of October 15, 2014 by and between RMR Holdings, Inc. (“Assignor”) and RMR IP, Inc. (“Assignee”).
SUBSCRIPTION AGREEMENT FOR RMR INDUSTRIALS, INC. UNITS ($10.00 PER UNIT)Subscription Agreement • October 20th, 2015 • RMR Industrials, Inc. • Services-miscellaneous business services
Persons interested in purchasing units (“Units”) of RMR Industrials, Inc., a Nevada corporation (the “Company”), with each Unit consisting of one (1) share of Class B Common Stock and one warrant to purchase one (1) share of Class B Common Stock, must complete and return this Subscription Agreement along with their delivery of the total subscription amount (“Subscription Payment”) via wire, certified or bank cashier’s check. All Subscription Payments shall be made in US Dollars. Subject only to acceptance hereof by the Company, in its discretion, the undersigned hereby subscribes for the number of Units and at the Subscription Payment amount set forth below. An accepted copy of this Agreement will be returned to the subscriber as a receipt, and the physical stock certificate will be delivered to each subscriber within ten (10) days of the Company’s acceptance of their subscription.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 8th, 2015 • RMR Industrials, Inc. • Services-miscellaneous business services • Nevada
This Registration Rights Agreement (this “Agreement”), is made and entered into as of February 1, 2015, by and between RMR IP, Inc., a Nevada corporation (the “Company”), and Industrial Management LLC, a Colorado limited liability company (“IM”).
VOTING AGREEMENTVoting Agreement • October 11th, 2016 • RMR Industrials, Inc. • Services-miscellaneous business services • Nevada
This Voting Agreement (this “Agreement”), dated as of October 3, 2016 (the “Effective Date”) between RMR Industrials, Inc., a Nevada corporation (“RMRI”), and Central Valley Administrators Inc. (the “Purchaser”), a Nevada corporation, together the sole stockholders of RMR Aggregates, Inc., a Colorado corporation (the “Company”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • November 10th, 2016 • RMR Industrials, Inc. • Services-miscellaneous business services • Colorado
This Transition Services Agreement (this “Agreement”), dated October 7, 2016, is between Calx Minerals, LLC, a Colorado limited liability company (“Seller”), and RMR Aggregates, Inc., a Colorado corporation (“Buyer”) but to be effective September 30, 2016. This Agreement is being executed in connection with the Closing of the transaction under that certain Asset Purchase Agreement dated even date herewith (the “APA”). Capitalized terms not otherwise defined in this Agreement shall have the respective meanings given to such terms in the APA. In the event of any conflict between the provisions of this Agreement and the provisions of the APA, the provisions of the APA shall control. None of the provisions contained in this Agreement supersede or replace the provisions of the APA.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • April 24th, 2017 • RMR Industrials, Inc. • Services-miscellaneous business services • Colorado
THIS ASSET PURCHASE AGREEMENT (the “Agreement”), is made and entered into as of the 18th day of April 2017 by and among a newly formed entity solely owned by RMR Industrials, Inc., a Nevada corporation (the “Buyer”), METRO MIX, LLC, a Colorado limited liability company (the “Seller”), and Keith Minor and Eric Tyrrell (collectively “Seller Members”). Hereinafter, the Buyer and the Seller may collectively be referred to as the “Parties” and individually as a “Party.”
RMR AGGREGATES, INC. NOTE PURCHASE AGREEMENT October 3, 2016Note Purchase Agreement • October 11th, 2016 • RMR Industrials, Inc. • Services-miscellaneous business services • Nevada
NOTE PURCHASE AGREEMENT dated as of October 3, 2016 (this “Agreement”), is entered into by and among RMR Aggregates, Inc., a Colorado corporation (the “Company”), Central Valley Administrators Inc., a Nevada corporation (the “Purchaser”) and RMR Industrials, Inc., a Nevada corporation (“RMRI”).
RMR Industrials, Inc. 2015 Equity Incentive Plan Nonqualified Stock Option AgreementNonqualified Stock Option Agreement • November 14th, 2016 • RMR Industrials, Inc. • Services-miscellaneous business services • Nevada
This Agreement between RMR Industrials, Inc. (the “Company”) and ______________________ (the “Option Holder”) shall be effective as of Grant. The Company and Option Holder agree as follows:
ContractSecurity Agreement • October 11th, 2016 • RMR Industrials, Inc. • Services-miscellaneous business services • Nevada
SECURITY AGREEMENT dated as of October 3, 2016 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), among RMR Aggregates, Inc., a Colorado corporation (the “Company”) and Central Valley Administrators Inc., a Nevada corporation (the “Purchaser”). Each capitalized term used but not defined herein shall have the meaning assigned thereto in the Note Purchase Agreement; provided that each term defined in the Nevada UCC (as defined herein) and not defined in this Agreement shall have the meaning specified in the Nevada UCC.
SECOND AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTSLoan Agreement • August 8th, 2023 • Rocky Mountain Industrials, Inc. • Services-miscellaneous business services
SECOND AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS (this “Amendment”) dated as of July 28, 2023 (the “Modification Effective Date”), is by and among RAIL LAND COMPANY, LLC, a Colorado limited liability company (“Borrower”), ROCKY MOUNTAIN INDUSTRIALS, INC., a Nevada corporation (“Guarantor”), and PACIFIC WESTERN BANK, a California state-charted bank (together with its successors and assigns, “Lender”).
ContractSoftware Purchase Agreement • August 26th, 2013 • Online Yearbook • Services-miscellaneous business services • Nevada
This Agreement ("Agreement") is made effective as of July 12, 2013 by and between Online Yearbook ("Purchaser”) and YearBookAlive ("Seller"):
VOTING AGREEMENTVoting Agreement • May 8th, 2015 • RMR Industrials, Inc. • Services-miscellaneous business services • Nevada
This Voting Agreement (this "Agreement"), is dated as of February 27, 2015, by and between. Principio Management LLC (“Principio”) and 77727111, LLC (“7772711”).
OPTION AGREEMENTOption Agreement • February 27th, 2015 • RMR Industrials, Inc. • Services-miscellaneous business services • Colorado
This Agreement is entered into on August 25, 2014, between Colorado School of Mines (“CSM”) located at 1500 Illinois Street, Golden, CO 80401 and RMR IP Inc. (“COMPANY”), located at 9595 Wilshire Blvd. Suite 310, Beverly Hills, CA 90212.
LOAN SETTLEMENT AGREEMENT AND RELEASELoan Settlement Agreement • June 28th, 2016 • RMR Industrials, Inc. • Services-miscellaneous business services • California
This Loan Settlement Agreement and Release (this “Agreement”) is entered into as of March 28, 2016 by and between 77727111, LLC, a California limited liability company (the “Lender”), and RMR Industrials, Inc., a Nevada corporation (the “Borrower”), and the Borrower and the Lender, each a “Party” and collectively, the “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • October 11th, 2016 • RMR Industrials, Inc. • Services-miscellaneous business services • Nevada
THIS SUBSCRIPTION AGREEMENT (this “Agreement”) is by and between the undersigned Subscriber identified on the signature page attached hereto (the “Subscriber”) and RMR Industrials, Inc., a Nevada corporation, located at 9301 Wilshire Boulevard, Suite 312 Beverly Hills, CA 90210 (the “Company”).
OPTION AGREEMENTOption Agreement • April 14th, 2015 • RMR Industrials, Inc. • Services-miscellaneous business services • Colorado
This Agreement is entered into on August 25, 2014, between Colorado School of Mines (“CSM”) located at 1500 Illinois Street, Golden, CO 80401 and RMR IP Inc. (“COMPANY”), located at 9595 Wilshire Blvd. Suite 310, Beverly Hills, CA 90212.
SUBSCRIPTION AGREEMENT FORSubscription Agreement • October 9th, 2015 • RMR Industrials, Inc. • Services-miscellaneous business services
Persons interested in purchasing shares (“Shares”) of Class B Common Stock, $0.001 par value (“Common Stock“) of RMR Industrials, Inc., a Nevada corporation (the “Company”) and warrants to purchase shares of Class B Common Stock (“Warrants”) must complete and return this Subscription Agreement along with their delivery of the total subscription amount (“Subscription Payment”) via wire, certified or bank cashier’s check. All Subscription Payments shall be made in US Dollars. Subject only to acceptance hereof by the Company, in its discretion, the undersigned hereby subscribes for the number of Shares and at the Subscription Payment amount set forth below. An accepted copy of this Agreement will be returned to the subscriber as a receipt, and the physical stock certificate will be delivered to each subscriber within ten (10) days of the Company’s acceptance of their subscription.
LOAN AGREEMENTLoan Agreement • June 8th, 2022 • Rocky Mountain Industrials, Inc. • Services-miscellaneous business services • Colorado
THIS LOAN AGREEMENT is entered into to be effective as of May 20, 2022 (the “Effective Date”), and is by and between PACIFIC WESTERN BANK, a California state- chartered bank, whose address is 5050 South Syracuse Street, Suite 1000, Denver, Colorado 80237 (“Bank”), and RAIL LAND COMPANY, LLC, a Colorado limited liability company, 4601 DTC Boulevard, Suite 130, Denver, Colorado 80237 (“Borrower”).
LEASE ASSIGNMENT AGREEMENTLease Assignment Agreement • March 8th, 2017 • RMR Industrials, Inc. • Services-miscellaneous business services
This Agreement, made this 1st day of December, 2016, by and between CALX MINERALS, LLC (hereinafter called "Transferor"), RMR INDUSTRIALS, INC. (hereinafter called "Transferee") and Komatsu Financial Limited Partnership (hereinafter called "KF").
