ASSET PURCHASE AGREEMENT BY AND BETWEEN SILVER TOWNE, L.P. AS SELLER AND AM&ST ASSOCIATES, LLC AS BUYER Dated: August 31, 2016 ASSET PURCHASE AGREEMENT

When used with reference to the Mint Business, a state of facts, event, consequence, result or change (collectively herein “effect”) that materially and adversely affects, or would reasonably be expected to affect materially and adversely, any portion of the Mint Business or the Mint Business considered as a whole or the Acquired Assets or the condition (financial or other), or operating results of the Mint Business considered as a whole or which would prevent Seller from consummating the transactions contemplated hereby or which would prevent the Buyer from assuming the operation of the Mint Business as represented by the Seller, the costs of such effect, when aggregated with all other costs of similar effect, exceeds Twenty Five Thousand Dollars ($25,000); and

When used with reference to the Buyer, a state of facts, event, consequence, result or change that materially and adversely affects, or would reasonably be expected to affect materially and adversely, the condition (financial or other) or operating results of Buyer or that would prevent Buyer from consummating the transactions contemplated hereby, the costs of such effect, when aggregated with all other costs of similar effect, exceeds Twenty Five Thousand Dollars ($25,000).

an irrevocable, perpetual, exclusive, royalty free, world-wide, assignable, license to use the trade name “Silver Towne” and any variation thereof in connection with the Mint Business, and any trademarks and service marks consisting of or incorporating the designation “Silver Towne”, including all intellectual property rights and logos related thereto, owned by Seller (the “License Agreement”), as set forth on Schedule 2.1(1).

all other Intellectual Property rights in Minted Products, and or related to the operation of the Silver Towne Mint, as more particularly described on Schedule 2.1(2).

all current and historical Silver Towne Mint product designs and related dies, and any other designs or dies related to the Acquired Assets.

all post office box addresses and access and the following telephone numbers exclusively used in connection with the conduct of the Mint Business, which includes: (765) 584-6468 (telephone) and ###-###-#### (facsimile), and Buyer’s right to retain (at Buyer’s expense following the Closing) placement in any directory or advertising associated with such telephone numbers and names of the Mint Business, and as set forth on Schedule 2.1(4).

The exclusive rights to have and to use the Mint Business Customers, who are identified on Schedule 2.1(5) hereto (the “Mint Business Customer List”).

all domain names and web site assets owned by Seller and used in the conduct of the Mint Business, including, without limitation, those which are listed on Schedule 2.1(6) hereto (the “Mint Business Website Assets”).

The Mint Business Records (as defined above), whether created by Seller or acquired from any third party, whether in electronic form or hard copy, subject to the right of Seller to retain copies of such Mint Business Records in electronic form solely for purposes of satisfying its obligations under Section 2.8(9).

all of Seller’s rights arising from and after the Closing under the Contracts relating to the conduct of the Mint Business which Buyer has agreed to assume, a list of which Contracts is set forth on Schedule 2.1(8) hereto (the “Assumed Contracts”).

the office furniture, fixtures, supplies, machinery, tools, spare parts and equipment, production consumables, and vehicles utilized by Seller in the Mint Business, including without limitation, those items identified in Schedule 2.1(9) hereto (including customer data, e-mail address lists), website and application content (including all graphics, text, articles, information on the Mint Business websites), all logs outgoing/incoming e-mails, website traffic and all backups and all associated documentation which is loaded on any computer or server (“Tangible Personal Property”).

all of Seller’s rights and remedies under warranty or otherwise, against a manufacturer, vendor, or other Person for any defects in any Acquired Asset.

all of Seller’s prepaid expenses related to the Mint Business;

all Permits used or required on the operation of the Mint Business if and to the extent that (i) such Permits are assignable under applicable law and (ii) Buyer has obtained any necessary Consents for the assignment thereof by Seller to Buyer. A list of such Permits is set forth in Schedule 2.1(12).

the causes of action, claims, suits, proceedings, or demands, of whatsoever nature, of or held by Seller against any third parties arising out of or related to the Mint Business and which concern operation of the Mint Business after the Closing, all of which are listed on Schedule 2.1(13) (the “Assigned Claims”).

all promotional materials, photographs and images and stationary, that have been used by Seller in the conduct of any of the Mint Business.

all goodwill associated with the Mint Business and the Acquired Assets (exclusive of any goodwill associated with any trademarks and service marks consisting of or incorporating the designation “Silver Towne”, which are the subject of the License Agreement).

Any other assets of Seller that are not identified above in this Section 2.1 that are used by Seller in the conduct of the Mint Business and which are reasonably necessary for the conduct of the Mint Business in the manner and to the extent to which Seller has conducted it prior to the Closing; provided that, in no event shall these other assets include (i) any of the assets included

all of Seller’s in process silver, finished goods and pre-paid orders

all of Seller’s accounts, notes and other receivables and any other rights to payment, that arose, or may arise between the date hereof and the Closing, out of any of the operations of any of the Mint Business, (the “Mint Business Accounts Receivable”).

Seller’s cash on hand or in transit, bank deposits, and all of Seller’s cash equivalents and securities or other investments.

all books, records, files, and other documents solely relating to any of the Seller Retained Business; and

all office furniture and equipment not acquired by Buyer pursuant to Section 2.1(7).

Retained Liabilities. Except for the Buyer Assumed Obligations set forth or referenced in Section 2.3(2) below, Seller shall retain and perform or otherwise discharge when due in accordance with their terms (without any liability, cost or expense to Buyer), the following liabilities or obligations, whether known or unknown, fixed or contingent, matured or unmatured, certain or uncertain, disclosed or undisclosed (the “Seller Retained Liabilities”):

Assumed Obligations. Notwithstanding Section 2.3(1) above, on the Closing Date Buyer shall assume, and from and after the Closing Date Buyer shall be responsible for and shall discharge

At the Closing, Buyer shall: (i) pay to Seller the amount of Three Million One Hundred Seventy-One Thousand Two Hundred Fifty Dollars ($3,171,250.00). by wire transfer of funds to a bank account designated by Seller on or prior to the Closing Date, (ii) deliver its unsecured promissory note in the principal amount of Five Hundred Thousand Dollars ($500,000.00), in the form attached hereto as Exhibit 2.4(1) (the “Buyer’s Note’), due and payable on the first anniversary date of the Closing,

As additional consideration for Seller’s sale of the Mint Business and Acquired Assets to Buyer, Buyer shall pay Seller three (3) additional payments (the “Earnout Payments”) determined by the performance of the Mint Business during each of the three (3) twelve (12) month periods commencing on the Closing Date (each an “Earnout Period”). Each Earnout Payment shall be calculated as set forth on Schedule 2.5 (1) attached hereto.

Buyer agrees to maintain, throughout the Earnout Periods and for at least one year thereafter, complete and accurate books, records and accounts needed to enable determinations to be made, without undue effort and expense, of the Earnout Payment. Within sixty (60) days following the end of each Earnout Period Buyer shall submit to Seller a written report setting forth the calculation of the Earnout Payment, if any, due for such Period (an “Earnout Report”). The Earnout Report also shall be accompanied by a certification, signed by the President or Chief Financial Officer of Buyer, in their capacities as such and on behalf of Buyer, certifying that the information contained in the Earnout Report is accurate and complete in all material respects and that the determinations of the Earnout Payment, if any, due Seller, were made in accordance with Section 2.5(1). In the event that an Earnout Report shows that an Earnout Payment is due to Seller, such payment shall be made to Seller concurrently with the issuance of the Earnout Report subject to the other provisions of this Agreement.

Seller shall have a period of thirty days (30) days after the receipt of each Earnout Report within which to have its outside accountants review Buyer’s books and records related to the preparation of the Earnout Report on a confidential basis to verify the correctness and completeness of the information contained in the Earnout Report. Buyer and Seller acknowledge the confidential nature of Buyer’s books and records, accordingly Buyer shall only make such books and records, available for inspection by Seller’s outside accountants who agree to be bound by a written confidentiality agreement, at Buyer’s principal offices in

If Buyer has disputed Seller’s determination of the amount of the Earnout Payment set forth in a Seller Deficiency Notice, as aforesaid, then during the succeeding five (5) days the parties shall attempt in good faith to resolve their differences by mutual agreement. If they are not able to do so, then each of Seller and Buyer shall have a period of five (5) days thereafter within which to notify the other, in writing, that it desires to have the dispute resolved by binding resolution. In that event, within the next succeeding five (5) days, the parties by mutual agreement shall select an accounting firm to resolve the dispute (the “Review Accountant”) who shall enter into a written confidentiality agreement with Buyer for this purpose, or, if the parties cannot agree on the Review Accountant within such five (5) days, the Review Accountant shall be selected by mutual agreement of the parties’ respective independent public accountants. The determination of the Review Accountant shall be final and binding on and non-appealable by the parties. If it is finally determined, either by mutual agreement of the parties or by the Review Accountant that Buyer underpaid the amount of the Earnout Payment due Seller (a “Payment Shortfall”), then within the succeeding five (5) days Buyer shall pay that Payment Shortfall to Seller plus accrued interest thereon from the date of the underpayment at 5% per annum or the maximum interest permitted by law, whichever is less, and, if the amount of the disputed Earnout Payment originally paid by Buyer was less than ninety-five percent (95%) of the amount of the Earnout Payment finally determined to be due by Buyer to Seller, Buyer also shall reimburse Seller for the reasonable fees and expenses of its outside accountant in connection with the review of Buyer’s books and records that led to the determination of the Payment Shortfall. If the Review Accountant determines, instead, that there was no Payment Shortfall, then, no additional amount shall be due by Buyer to Seller. If the Review Accountant

Notwithstanding anything else to the contrary in this Section 2.5, if the Earnout Payment has been reduced by setoff as permitted by this Agreement, the parties shall resolve the Earnout Payment without reference to the setoff reduction, and any disagreement regarding the setoff reduction shall not be subject to this Section 2.5 but shall be addressed pursuant to other provisions of this Agreement.

allocate the Purchase Price among the Acquired Assets in accordance with Section 1060 of the Code and the regulations thereunder; and

reflect the allocation of the Purchase Price as set forth on Schedule 2.6(2) on a completed Internal Revenue Service Form 8594.

Buyer’s Note in the form of Exhibit 2.4(1)

An assignment and assumption agreement in the form of Exhibit 2.7(1) (the “Assignment and Assumption Agreement”), pursuant to which Seller shall assign the Assumed Contracts to Buyer and Buyer shall expressly assume and agree to perform when due, the Buyer Assumed Obligations.

any deeds, assignments, assignment of trademark, bills of sale, certificates of title and other instruments of transfer and conveyance as are reasonably necessary to convey to Buyer good and marketable title to the Acquired Assets and are satisfactory to Buyer’s counsel.

the License Agreement in the form of Exhibit 2.7 (3).

the Non-Competition Agreement between Buyer and Seller in the form of Exhibit 2.7(4);

the Administrative Services Agreement in the form of Exhibit 2.7(5) hereto, which shall, among other things, set forth the obligations of Seller post-Closing; and

any other document reasonably required by Buyer or Seller to better evidence or effectuate the transactions contemplated by this Agreement, including the matters set forth in Section 2.8 below.

Confidentiality. Except as otherwise set forth below in this Section 2.8(1), Seller shall not, without the prior written consent of Buyer, retain, use, reveal or make accessible to any Person any of the Mint Business Confidential Information (as hereinabove defined). For purposes of this Section 2.8(1), the term “Mint Business Confidential Information” does not include any information that is already available to the public or becomes available to the public or from third parties other than by means of a breach of this Section 2.8(1). In addition, Seller may, without breaching this Section 2.8(1), disclose any Mint Business Confidential Information that it is required to disclose pursuant to any subpoena or other legal process served on Seller or any of its Affiliates or Representatives or pursuant to any Laws applicable to Seller or any of its Affiliates, provided that Seller shall promptly (and in any event at least 72 hours in advance of any proposed disclosure) notify Buyer of its receipt of any such subpoena or other legal process or its determination that it is required to disclose any Mint Business Confidential Information under any applicable Law, and identifying the information to be so disclosed and, at the expense of Buyer, Seller shall provide Buyer with such reasonable cooperation as Buyer may request of Seller in any efforts by Buyer to quash any such subpoena or other legal process or obtain a protective order with respect to the Mint Business Confidential Information to be so disclosed.

Use of Customer and Consignor Lists. Upon consummation of the transactions contemplated by this Agreement and for the duration of the Confidentiality Period specified in the Non-Competition Agreement, neither Seller nor any of its Affiliates or Representatives may use the information contained in the Mint Business Customer List, except as may be permitted by the Non-Competition Agreement. Seller will be liable for any action by any of its Affiliates or Representatives inconsistent with this Section 2.8(2). This provision shall survive the Closing.

Bulk Transfer Laws. Seller shall comply with any applicable bulk sale or bulk transfer laws of any relevant jurisdiction in connection with the sale of the Acquired Assets to Buyer pursuant to this Agreement.

Further Assurances. Each party hereto shall execute and deliver after the date hereof such instruments and take such other actions as the other party may reasonably request in order to carry out the intent of this Agreement or to better evidence or effectuate the transactions contemplated herein.

Transaction Expenses. Each party shall pay all of the respective costs and expenses incurred or to be incurred by it in negotiating and preparing this Agreement and in carrying out and closing the transactions contemplated by this Agreement. It is acknowledged and agreed by the Parties that the Buyer’s transaction expenses will be borne by the members of them in accordance with their Membership Percentage Interests under the LLC Agreement.

Liability for Transfer Taxes. Seller shall be responsible for the timely payment of and shall indemnify and hold Buyer harmless from and against all sales, use, documentary, gross receipts, transfer, conveyance, excise, recording, and other similar taxes and fees (the “Transfer Taxes”), arising out of or in connection with or attributable to the transactions effected pursuant to this Agreement, all of which shall constitute Seller Retained Liabilities within the meaning of Section 2.3(1) of this Agreement. The provisions of this Section 2.8(6) shall survive Closing.

Click Through. Commencing on the Closing Date, Seller will maintain on the home page of its website, a “click through” link solely to the websites maintained by Buyer for its operation of the Mint Business.

suffered any change in the operations or financial condition of the Mint Business, considered as a whole, except changes that, in the aggregate, have not had and are not reasonably expected to have a Material Adverse Effect on the Mint Business;

except in the ordinary course of business, sold, transferred or otherwise disposed of any tangible or intangible assets of the Mint Business;

created or permitted to exist any Lien on any Acquired Assets;

failed to promptly pay and discharge, prior to default, any of the liabilities of the Mint Business except those disputed in good faith by appropriate proceedings;

instituted, been served with or settled any Legal Proceeding relating to the Mint Business;

terminated or amended any of the Assumed Contracts, or any Permit or other instrument necessary for the conduct of any of the Mint Business after the Closing or suffered any loss or termination, or have been threatened with the loss or termination, of any existing material business arrangement, the termination or loss of which, in the aggregate, is reasonably expected to have a Material Adverse Effect on the Mint Business; or

changed accounting methods; or

otherwise operated the Mint Business in a manner outside the ordinary course, consistent with past practice.

None of the Mint Business nor any other business conducted at the Silver Towne Mint are subject to any Order or Contract respecting (i) Environmental Laws, (ii) Remedial Action, (iii) any Environmental Claim, or (iv) the Release or threatened Release of any Hazardous Material.

Except as described in Schedule 3.13, none of the operations of the Mint Business or any other business conducted at the Silver Towne Mint involves the generation, transportation, treatment, storage or disposal of Hazardous Material.

Seller has not received any written notice alleging noncompliance with any Environmental Law applicable to the Mint Business, or any other business conducted at the Silver Towne Mint, or the Acquired Assets, where such non-compliance has had or is reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect on the Mint Business and, to Seller’s knowledge, no such notice has been recorded or published.

No Environmental Claim or litigation is pending or, to Seller’s knowledge threatened, against Seller that relates to any of the Mint Business or any of the Acquired Assets, and to Seller’s knowledge there is no basis for any such Environmental Claim or litigation.

Schedule 3.17 sets forth the name of each salaried employee of Seller who is employed primarily in the operations of any of the Mint Business, together with the positions they hold with Seller and the compensation that is payable to each such individuals as a result of their employment by Seller (including any collective bargaining or other labor, employment, deferred compensation, bonus or incentive agreement, plan or contract). Buyer shall not have any obligation to hire any such employees of Seller or, to the extent hired, to continue such employment, nor shall Buyer have or incur any liability or obligation whatsoever arising out of, any personnel policies or practices, either written or oral, promulgated or followed by Seller (except to the extent Buyer elects to continue such policies or practices). Except as set forth in Schedule 3.17 hereto, during the past six (6) months there has not been (i) any increase in salaries, wages or benefits of any such employees or the awarding or payment of any bonuses to any such employees, other than cost of living increases and annual salary increases on or about the anniversary dates of employment of such employees, in each case consistent with Seller’s past practices, or (ii) the adoption of any new or amendment of any existing employee benefit plan in which such employees participate, or the execution of any new, or the renewal, extension, or amendment of any existing, employment or consulting agreements with any such employees that are not reflected on Schedule 3.17.

Except to the extent set forth in Schedule 3.17, to the knowledge of Seller (i) each of the Mint Business is in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and is not engaged in any unfair labor practice, except for any such non-compliance that has not had and is not reasonably expected to have a Material Adverse Effect on the Mint Business; and (ii) there is no unfair labor practice complaint pending or, to the knowledge of Seller threatened, against Seller with respect to the operations of any of the Mint Business, nor, to the knowledge of Seller, is there any factual basis for any such complaint.

Except to the extent set forth in Schedule 3.17 hereto, Seller does not have and, during the past five (5) years has not had any Employee Plans, including, without limitation, any funded

Except to the extent set forth in Schedule 3.17, all Employee Plans are now, and have always been, established, maintained and operated in accordance in all material respects with all applicable laws (including, but not limited to, ERISA and the Code) and all regulations and interpretations thereunder and in accordance with their plan documents. All communications with respect to each Employee Plan by any person (including, but not limited, to the members of any plan committee, all plan fiduciaries, plan administrators, Seller and its management, and Seller’s employees) accurately reflect the documents and operations of each such Employee Plan. All contributions required to be made to or with respect to any Employee Plan by Seller have been completely and timely paid and all reports, forms and other documents required to be filed by Seller with any governmental entity with respect to any Employee Plan have been timely filed and are accurate. No amount is due or owing from Seller to any “multiemployer plan” (as defined in Section 3(37) of ERISA) on account of any withdrawal therefrom. There has been no event or condition, nor is any event or condition expected, that would present a risk of termination of any Employee Plan, or which would constitute a “reportable event” within the meaning of Section 404(3) of ERISA and the regulations and interpretations thereunder. There has been no merger, consolidation, or transfer of assets or liabilities (including, but not limited to, a split‑up or split‑off) with respect to any Employee Plan in which any of the employees of the Mint Business participate. There is and there has been no actual or, to the best knowledge of Seller, anticipated, threatened or expected litigation or arbitration concerning or involving any such Employee Plan. No complaints to or by any government entity have been filed or, to the best knowledge of Seller, have been threatened or are expected with respect to any such Employee Plan. No such Employee Plan or any other person has any liability to any plan participant, beneficiary or other person under any provision of ERISA, the Code or any other applicable law by reason of any action or failure to act in connection with any

No employees of the Mint Business have or will by passage of time hereinafter become entitled to receive any vacation time, vacation pay or severance pay or COBRA benefits attributable to services rendered prior to the Closing Date which are or may become the responsibility of Buyer.

The Seller has good and valid title to, or otherwise possesses the rights to use, subject to any time limitations set forth in any licensing or other agreement to use its Intellectual Property, all Intellectual Property necessary to permit the Buyer to conduct the Mint Business from and after the Closing Date, in the same manner as it is being conducted as of the date hereof, and, to the knowledge of the Seller, as currently contemplated to be conducted by the Buyer. Except for Intellectual Property owned by third parties as identified on Schedule 2.1(2), no Person other than the Seller has any right or interest of any kind or nature in or with respect to the Intellectual Property, or any portion thereof, or any rights to sell, license, lease, transfer or use or otherwise exploit the Intellectual Property or any portion thereof. All officers, employees and contractors of the Seller who have created Intellectual Property have no ownership interest or other rights in the Intellectual Property and/or have executed agreements under which all rights, title and ownership in and to such Intellectual Property have been assigned to the Seller.

Except as disclosed in Schedule 3.24 the Seller has not been alleged to have, nor has the Seller infringed upon, misappropriated or misused any intellectual property or other proprietary information of another Person. Except as disclosed in Schedule 3.24 there are no pending claims or Legal Proceedings, or, to the knowledge of the Seller, threatened claims or Legal Proceedings, contesting or challenging the Intellectual Property, or the Seller’s use of the Intellectual Property owned by another Person. To knowledge of the Seller, no third party including any current or former employee or contractor of the Seller, is infringing upon, misappropriating, or otherwise violating the Seller’s rights to the Intellectual Property.

To the Seller’s knowledge, other than as set forth in Schedule 3.24, there has been no breach of security involving the Seller’s websites or information assets. To the Seller’s knowledge all data which has been collected, stored, maintained or otherwise used by the Seller has been collected, stored, maintained and used in accordance with all applicable Laws, guidelines and

The representations and warranties of each party hereto contained in this Agreement (as modified by such party’s Disclosure Schedules), will survive for a period of thirty-six (36) months from the Closing Date or as extended pursuant to subparagraphs 6.1(a) or 6.1(b) below (which shall be referred to as the “Survival Period” that shall be applicable thereto), at the end of which Survival Period they shall cease to have any force and effect, except as follow:

the Survival Period applicable with respect to any representation or warranty of Seller contained in Section 3.2 (Authorization), Section 3.5 (Title, Absence of Liens), Section 3.12 (Taxes), Section 3.20 (Sales and Use Tax) shall be equal to the statutory limitations period applicable thereto regardless of any investigation, verification, knowledge or approval by the Buyer, or by anyone on its behalf.

the Survival Period applicable with respect to any representation or warranty of Seller contained in Section 3.13 (Environmental) and Section 3.24 (Intellectual Property), shall be indefinite.

the Survival Period applicable with respect to any representation or warranty of Buyer contained in Section 4.2 (Authorization), shall be equal to the statutory limitations period applicable thereto under Delaware law.

In order to be entitled to indemnification under this Article 6 in connection with a claim made by any Person (hereinafter, a “Third Party Claim”), against any Person entitled to indemnification pursuant to this Article 6 (an “Indemnified Party”), that Indemnified Party must do the following:

In the event of a Third Party Claim against one or more Indemnified Parties, the Indemnifying Party will be entitled to participate in the defense of that Third Party Claim and, if the Indemnifying Party so chooses, to assume at its expense the defense of that Third Party Claim with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party (which acceptance shall not be unreasonably withheld or delayed). If the Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnifying Party will not be liable to the Indemnified Party for any legal fees or expenses subsequently incurred by the Indemnified Party in connection with the defense of that Third Party Claim, except that if, under applicable standards of professional conduct, there exists a conflict on any significant issue between the Indemnified Party and the Indemnifying Party in connection with that Third Party Claim, the Indemnifying Party shall pay the reasonable fees and expenses of one additional counsel, for all of the Indemnified Parties, to act with respect to that issue to the extent necessary to resolve that conflict. If the Indemnifying Party assumes defense of any Third Party Claim, the Indemnified Party will be entitled to participate in the defense of that Third Party Claim and to employ counsel, at its own expense, separate from counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party will be entitled to control that defense.

For greater certainty, Third Party Claims shall include any and all claims of Seller’s current or former employees, the exclusive liability of which remains with Seller.

Seller shall have no obligation to indemnify the Buyer who is otherwise entitled to indemnification under this Article 6, nor shall Seller have any liability for any Indemnifiable Losses incurred or suffered by the Buyer, unless and until the Buyer has incurred or suffered, in the aggregate, Indemnifiable Losses in respect of Claims (including Third Party Claims) asserted within the Survival Period applicable thereto and for which the Buyer is entitled to indemnification hereunder, totaling more than Fifty Thousand Dollars ($50,000.00) (the “Threshold”). In the event such Threshold is exceeded, then, Seller shall be liable to indemnify Buyer for all Indemnifiable Losses incurred by them for which Claims have been asserted prior to the expiration of the Survival Period applicable thereto, not only for Identifiable Losses in excess of the Threshold, but also for the first $50,000.00 of Identifiable Losses, provided, however, that the Threshold shall not apply to any liabilities that Buyer may incur for or in respect of any of the Seller Retained Liabilities (as defined in Section 2.3(1) above). Notwithstanding the foregoing, the aggregate Indemnifiable Losses for which the Seller shall be liable under this Section 6.6 (1) shall not exceed $1,000,000.00, which amount shall expressly exclude any and all Seller Retained Liabilities, for which there shall be no limitation.

Buyer shall have no obligation to indemnify Seller that would otherwise be entitled to indemnification under this Article 6, nor shall Buyer have any liability for any Indemnifiable Losses incurred or suffered by the Seller, unless and until Seller has incurred or suffered, in the aggregate, Indemnifiable Losses in respect of Claims (including Third Party Claims) asserted within the Survival Period applicable thereto and for which Seller is entitled to indemnification hereunder, totaling more than Fifty Thousand Dollars ($50,000.00) (the “Threshold”). In the event such Threshold is exceeded, then Buyer shall be liable to indemnify Seller for all Indemnifiable Losses incurred by them for which Claims have been asserted prior to the expiration of the Survival Period applicable thereto, not only for Identifiable Losses in excess of the Threshold, but also for the first $50,000.00 of Identifiable Losses, provided, however, that the Threshold shall not apply to (i) the obligations of Buyer to Seller to pay the Purchase Price to Seller specified in Section 2.4, when due, or any Earnout Payments if, as and when the same become due to Seller, , or (ii) any Indemnifiable Liabilities that any of the Seller may incur for or in respect of any of the Buyer Assumed Obligations (as defined in Section 2.3(2) above) or any obligations or liabilities arising out of the conduct or operation of the Mint Business from or at any time after the Closing unless attributable to Seller or Seller’s Affiliate (in which case the Threshold shall apply). Notwithstanding the foregoing, the aggregate Indemnifiable Losses for which the Buyer shall be liable under this Section 6.6 (2) shall not exceed $1,000,000.00.

An Indemnifying Party’s indemnity obligations under this Article 6, shall be offset by the amount of any insurance proceeds covering any Claim or Indemnifiable Loss, to the extent and when such insurance proceeds are actually received by an Indemnified Party. The Indemnified Party shall use reasonable commercial efforts to collect under any applicable insurance policy covering any Claim or Indemnifiable Loss. The collection of any such insurance proceed shall not be a condition to an Indemnified Party seeking Indemnification pursuant to this Article 6.

In no event shall any Indemnifying Party be liable to any Indemnified Party for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, related to a breach of this Agreement, except to the extent caused by fraud or willful misconduct of such Indemnifying Party.

the Seller shall have duly performed and complied with all terms, agreements and conditions that are required by this Agreement to be performed or complied with by Seller prior to or at the Closing;

all of the representations and warranties of the Seller that are contained in this Agreement, as the same may have been modified by or in the Seller Disclosure Schedules, shall be true and correct as of the date when made, and also as of the Closing Date with the same force and effect as though such representations and warranties were made again at and as of the Closing Date. Seller shall immediately notify Buyer if Seller determines that a state of facts exists that will result in an untrue representation contained in this Agreement;

during the period from December 31, 2015, to and including the Closing, no event or circumstance shall have occurred with respect to any of the Mint Business that has had or could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on the Mint Business (other than any event or circumstance disclosed in or contemplated by any of the Seller Disclosure Schedules). Seller shall immediately notify Buyer if Seller determines that a state of facts exists that will result in a Material Adverse Effect on the Mint Business;

no suit, action, investigation, inquiry or administrative or other proceeding by any governmental body or other person or entity shall have been instituted or threatened which questions the validity or legality of the transactions contemplated hereby and there shall be no pending or

all Consents from third parties, governmental and other, required to be obtained by Seller to permit it to consummate the transactions contemplated hereby shall have been obtained, without the imposition of any burdensome conditions on Buyer or the Mint Business, and shall not have been revoked or withdrawn.

Buyer shall have entered into an Agreement with HAB Development to purchase the real property where the Silver Towne Mint is located (the “Real Property PSA”), which transaction shall close concurrently with the Closing hereunder.

Seller shall have complied with any applicable Bulk Sales Law.

Seller shall have caused all UCC-1 Finance Statements filed with the Indiana Secretary of State or in the County of Randolph, Indiana, affecting the Acquired Assets to be terminated (the “UCC-1 Statements”), or in the alternative, to the satisfaction of the Buyer, Seller shall have caused a UCC-3 Amendment to be filed with the Indiana Secretary of State or in the County of Randolph, Indiana, removing the Acquired Assets as collateral from the UCC-1 Statements.

Seller shall contribute and undivided forty-eight and 47/100 percent (48.47%) of the Acquired Assets to the Buyer in exchange for a Forty-Five Percent (45%) Membership Percentage Interest in Buyer, as defined in the Limited Liability Company Agreement of Buyer (the “LLC Agreement”), with an initial capital account of Three Million Four Hundred Fifty-Three Thousand Seven Hundred Fifty Dollars ($3,453,750.00) (the “Membership Interest”). At the Closing, Seller shall become a party to Buyer’s LLC Agreement, Buyer shall admit Seller as a Member of Buyer, and issue the Membership Interest to Seller.

the Buyer shall have duly performed and complied with all terms, agreements and conditions that are required by this Agreement to be performed or complied with by Buyer prior to or at the Closing

no suit, action, investigation, inquiry or administrative or other proceeding by any governmental body or other person or entity shall have been instituted or threatened which questions the validity or legality or which seeks to prevent consummation of the transactions contemplated hereby;

all of the representations and warranties of the Buyer contained in this Agreement, as the same may have been modified by or in any of the Buyer Disclosure Schedules, shall be true and correct as of the date when made, and also as of the Closing Date with the same force and effect as though such representations and warranties were made again at and as of the Closing Date, provided, however, that a failure of this condition shall be deemed to have occurred only if the failure of any of the Buyer’s representations or warranties to be true and correct, either on the date when made or at the Closing Date, would (individually or in the aggregate) have a Material

all Consents from third parties, governmental and other, required to be obtained by Buyer to permit it to consummate the transactions contemplated hereby shall have been obtained, without the imposition of any burdensome conditions on Seller, and shall not have been revoked or withdrawn, provided, however, that a failure of this condition shall be deemed to have occurred only if the failure to obtain any such Consent or Consents, or the revocation or withdrawal thereof, would have a Material Adverse Effect on Buyer or would prevent Buyer from consummating the transactions contemplated hereby.

Seller shall contribute and undivided Forty-Eight and 47/100 percent (48.47%) of the Acquired Assets to the Buyer in exchange for a Forty-Five Percent (45%) Membership Percentage Interest in Buyer, as defined in the Limited Liability Company Agreement of Buyer (the “LLC Agreement”), with an initial capital account of Three Million Four Hundred Fifty-Three Thousand Seven Hundred Fifty Dollars ($3,453,750.00) (the “Membership Interest”). At the Closing, Seller shall become a party to Buyer’s LLC Agreement, Buyer shall admit Seller as a Member of Buyer, and issue the Membership Interest to Seller.

all Transaction Documents to which Seller is a party, duly executed by Seller;

possession or control of all the Tangible Personal Property;

the Mint Business Customer List, the Mint Business Confidential Information and the Mint Business Records;

an Indiana Secretary of State Certificate of Existence and a Certificate of Clearance from the Indiana Department of Revenue, for Seller, each dated as of a recent date;

A certificate signed by the General Partner of Seller, and dated as of the Closing Date, certifying: (i) as true, correct and complete, a copy of Seller’s Certificate of Limited Partnership as filed with the Indiana Secretary of State, attached thereto; (b) as true, correct and complete, a copy of Seller’s Limited Partnership Agreement, attached thereto; (c) as true, correct and complete, a copy of resolutions duly adopted by the General Partner and Limited Partners of the Seller approving and authorizing Seller’s execution and delivery of this Agreement and the Transaction Documents to be executed and delivered by Seller and the performance by Seller of its obligations hereunder and thereunder and the consummation by the Seller of the transactions contemplated hereby and thereby, attached thereto, and (e) to the incumbency of each officer of Seller that has executed this Agreement or any of the Transaction Documents to which Seller is a party, on behalf or in the name of Seller;

The Real Property PSA;

A counterpart signature page to the Buyer’s LLC Agreement; and

Such other documents and instruments, including but not limited to additional documents of transfer or assignment with respect to the Acquired Assets, as Buyer or its counsel may reasonably request in furtherance of the consummation of the transactions contemplated by this Agreement.

The cash Purchase, by wire transfer of funds to the account designated by Seller;

All of the Transaction Documents to which Buyer is a party, executed by a duly authorized officer of Buyer;

A Delaware Secretary of State good standing certificate dated as of a recent date, for Buyer;

A certificate signed by the Managing Member of Buyer, and dated as of the Closing Date, as to the incumbency of each officer of Buyer that has executed this Agreement or any of the Transaction Documents to which Buyer is a party, on behalf or in the name of the Buyer, and certifying the effectiveness, accuracy and completeness of the copies attached to such certificate of resolutions duly adopted by the Members of Buyer, approving and authorizing the execution and delivery of this Agreement and the Transaction Documents being executed and delivered pursuant hereto by the Buyer and the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby; and

Such other documents and instruments as Seller or Seller’s counsel may reasonably request in furtherance of the consummation of the transactions contemplated by this Agreement.

Seek, if required, a state air permit to address air emissions at the SilverTowne Mint consisting of volatile organic compounds from cleaning and painting operations, particulate matter from sandblasting operations, combustion products from the three natural gas fired melting furnaces and emissions from the one natural gas fired engine associated with an emergency generator. The strategy for obtaining the permit and other related activities shall be undertaken in cooperation with the Seller;

Seek, if required, to obtain a storm water permit or, alternatively, relocate or cover certain industrial materials exposed to storm water and submit a No Exposure Certification to the Indiana Department of Environmental Management to obtain an exclusion from the storm water permitting requirements. The strategy for obtaining the permit and other related activities shall be undertaken in cooperation with the Seller;

Prepare and submit a Tier II chemical inventory report to the designated state or local commission, committee or fire department pursuant to Section 312 of the Emergency Planning and Community Right-to-Know Act (EPCRA), and complete Toxic Release Inventory reporting form R for silver and any other chemicals manufactured, processed or otherwise used greater than EPCRA thresholds; and

Seek, if required, a permit or authorization to abandon the one water well used for non-contact cooling water.    

Seller shall execute and deliver such additional documents and instruments and perform such additional acts as Buyer may reasonably request to effectuate or carry out and perform all the terms of this Agreement and the other Transaction Documents to which Seller is a party and the transactions contemplated thereby, to effectively assign and deliver the Acquired Assets to Buyer and to effectuate the intent of this Agreement.

Buyer shall execute and deliver such additional documents and instruments, and perform such additional acts as Seller may reasonably request to effectuate or carry out and perform all the terms of this Agreement and the other Transaction Documents to which Buyer is a party and the transactions contemplated by this Agreement, and to effectuate the intent and purposes of this Agreement.

Every notice or other communication required or contemplated by this Agreement or which any party desires to give with respect to this Agreement must be in writing and sent by one of the following methods:

personal delivery, in which case the giving and receipt of such notice or other communication will be deemed to occur the day of delivery or, if the intended recipient refuses delivery thereof, on the date that such personal delivery is attempted at the last

certified or registered mail, postage prepaid, return receipt requested, in which case the giving and receipt of such notice or other communication will be deemed to occur the day it is officially recorded by the U.S. Postal Service as delivered to the intended recipient, or, if the intended recipient refuses delivery thereof, on the date that the U.S. Postal Service attempted to make such delivery; or

by next-day delivery to a U.S. address by recognized overnight delivery service (such as Federal Express), in which case the giving and receipt of such notice or other communication will be deemed to occur on the business day next succeeding the date it is given to such overnight delivery, freight prepaid, for next day delivery, as evidenced by the bill of lading or other receipt issued by the delivery service.

In each case, to be effective, a notice or other communication delivered or sent to a party must be directed to the address for that party set forth below, or to such other address designated hereafter by that party effective on 10 days prior written notice to the other party given by one of the methods set forth above in this Section 10.6:

AM&ST Associates, LLC

At any time prior to the Closing, any party hereto may with respect to the other party hereto (a) extend the time for performance of any of the obligations or other acts of such other party, (b) waive any inaccuracies in the representations and warranties of the other party contained herein or in any document delivered pursuant hereto, or (c) waive compliance by the other party with any of the agreements or conditions of such other party contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party to be bound thereby.

No failure or delay on the part of any party hereto in the exercise of any right hereunder shall impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty or agreement herein, nor shall any single or partial exercise of any such right preclude other or further exercise thereof or of any other rights. Except as otherwise provided hereunder, all rights and remedies existing under this Agreement are cumulative to, and not exclusive of, any rights or remedies otherwise available.

The parties shall cooperate with respect to any public statement regarding the transactions contemplated by this Agreement or any of the other Transaction Documents.

Neither Buyer nor Seller may make any public statement regarding the transactions contemplated by this Agreement or any of the other Transaction Documents without the prior written consent of the other, which may not be unreasonably withheld or delayed; provided, however, that a party may make any such public statement without such consent, if that party (i) believes, based upon advice of counsel, that it is required by law to make that public statement, and (ii) provides the other party with prior written notice of that public statement.