ASSETPURCHASE AGREEMENT AND BILL OF SALE byand between GREYSTONEMANUFACTURING LLC (“Greystone”) AND YORKTOWNMANAGEMENT AND FINANCIAL SERVICES (“Yorktown”) Datedas of FEBRUARY 29, 2016

EXIBIT 10.15

ASSET PURCHASE AGREEMENT AND BILL OF SALE

by and between

GREYSTONE MANUFACTURING LLC (“Greystone”)

AND

YORKTOWN MANAGEMENT AND FINANCIAL SERVICES (“Yorktown”)

Dated as of FEBRUARY 29, 2016

ASSET PURCHASE AGREEMENT ANDBILL OF SALE

This Asset Purchase Agreement and Bill of Sale (this “Agreement”), dated as of February 29, 2016, (the “Effective Date”), is entered into by and between Greystone, an Oklahoma limited liability company (“Buyer”), and Yorktown, an Oklahoma limited liability company (“Seller”) .

RECITALS

A. Seller owns those Assets set forth in Exhibit A attached hereto.(the “Assets”).

C. Subject to the terms and conditions set forth herein, Seller desire to sell to Buyer, and Buyer desires to purchase from Seller the Assets.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

PURCHASE

Section 1.01 Seller shall sell all right, title and interest in and to the Assets free and clear of all Encumbrances, for the consideration specified Section 1.02.

Section 1.02 Purchase Price. The purchase price for the Assets is $1,137,875.00 (the “Purchase Price”) payable by a Promissory Note from Buyer to Seller in the amount of $688,296.35 from Buyer and a cancellation of $449,568.65 in receivables owed to Buyer by Seller at Closing.

Section 1.03 Closing. Subject to the terms and conditions of this Agreement, the purchase and sale of the Assets contemplated hereby shall take place in Tulsa, Oklahoma, on the date of this Agreement (the “Closing Date”).

Section 1.04 Transactions.

(a) At the Closing, Buyer shall deliver to Seller the Purchase Price.

(b) At the Closing, Seller shall deliver to Buyer a signed Agreement and those Assets as set forth on Exhibit A.

ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants that the statements contained in Section 2.01 are true and correct as of the date hereof and that the other statements contained in this Article III are true and correct as of the date hereof.

Section 2.01 Representations and Warranties Regarding Seller. Seller has all necessary power and authority to enter into this Agreement and the other Transaction Documents to which it is a party, to carry out its obligations hereunder and there under and to consummate the transactions contemplated hereby and thereby. Seller is the record owner of and has good and valid title to the Assets, free and clear of all liens and encumbrances (other than restrictions arising under Law applicable to Asset). Upon consummation of the transactions contemplated by this Agreement, Buyer shall own the Assets, free and clear. There are no Actions pending or, to Seller’s knowledge, threatened against or by Seller that challenges or could reasonably be expected to prohibit Seller from executing and delivering this Agreement.

Section 2.02 Organization, Qualification and Authority of Yorktown. Yorktown is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Oklahoma.

ARTICLE Ill

COVENANTS

Section 3.01 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.

ARTICLE IV

INDEMNIFICATION

Section 4.01 Indemnification By Seller. Subject to the other terms and conditions of this Agreement, Seller shall indemnify Buyer against, and shall hold Buyer harmless from and against, any third party claim to or any other impairment preventing Buyer holding free and clear title to the Assets.

ARTICLE V

MISCELLANEOUS

Section 5.01 Expenses. All costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with the negotiation, preparation and execution of 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. In any dispute arising out of this Agreement, the prevailing party is entitled to recover its costs and expenses, including fees and disbursements of counsel, form the non-prevailing party.

Section 5.02 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 5.03 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.

Section 5.04 Entire Agreement. This Agreement and the other Transaction Documents constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous representations, warranties, understandings and agreements, both written and oral, with respect to such subject matter.

Section 5.05 Successors and Assigns. This Agreement shall be binding upon and sha11 inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided, however, that Buyer may assign its rights and delegate its obligations hereunder to one or more Affiliates of Buyer without the prior written consent of Seller so long as such assignment does not delay the Closing. No assignment shall relieve the assigning party of any of its obligations hereunder.

Section 5.06 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by and construed in accordance with the internal Laws of the State of Oklahoma without giving effect to any choice or conflict of Law provision or rule (whether of the State of Oklahoma or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Oklahoma.

Section 5.07 Specific Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to seek specific performance of the terms hereof, in addition to any other remedy to which they are entitled at Law or in equity.

Section 5.08 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.

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

	“Buyer”
	Greystone Manufacturing LLC,
	an Oklahoma limited liability company
	By:
	Name:	William W. Rahhal
	Title:	Chief Financial Officer
		“Seller”
	Yorktown Management and Financial Services LLC
	an Oklahoma limited liability company
	By:	if_
	Name:	Warren F. Kruger
	Title:	Manager/CEO

EXHIBIT A

Asset Inventory

(Attached)

INSTALLMENT NOTE

(ASSET PURCHASE NOTE/ RESIN RECOVERY EQUIPMENT)

_____________________________.Date:___________ _

William W. Rahhal, as CFO of Greytone Manufacturing, LLC

Amortization Schedule to Installment Note dated February 29, 2016

Compound Period: Monthly

Nominal Annual Rate: 5.000 %

CASH FLOW DATA

AMORTIZATION SCHEDULE - Normal Amortization