Exhibit 10.2[Execution Copy] MEMBERSHIP INTEREST PURCHASE AGREEMENT by and among TR Capital Partners, LLC and Investors Named in Exhibit A January 31, 2014 Table of Contents

(i) “Affiliate Investor Group” means two or more Investors who are “affiliates.”  For these purposes, (A) “affiliate” means, with respect to any Investor, any other Investor who, directly or indirectly (including through one or more intermediaries), controls, is controlled by, or is under common control with, such initial Investor, and (B) “control” means, with respect to any specified Investor, the power, direct or indirect, to direct or cause the direction of the management and policies of such Investor, whether through ownership of voting securities or partnership or other ownership interests, by contract or otherwise, and the terms “controlling” and “controlled” shall have correlative meanings.

1.2 Closings.  Closings of issuances and sales of Preferred Units, each of which closings shall take place remotely via the exchange of documents and signatures, shall be held at 10:00 a.m., Mountain time, on:  (a) January 15, 2014 with the Investors set forth in Schedule 1 (the “First Closing”), (b) January 31, 2014 with the Investors set forth in Schedule 2 (the “Second Closing”) and (c) June 30, 2014 with the Investors set forth in Schedule 3 (the “Third Closing,” and collectively with the First Closing and the Second Closing, the “Closings”).  The time or date of any Closing may be changed by the LLC upon at least 72 hours’ notice to each of the Investors obligated to purchase Preferred Units at such Closing, provided that the Third Closing may not be postponed beyond September 1, 2014.  Schedules 1, 2 and 3 shall be updated from time to time in connection with the execution of Joinder Agreements by additional Investors.

2. Representations and Warranties of the LLC.  The LLC hereby represents and warrants to each Investor acquiring Preferred Units at a Closing that the following representations are true and complete as of the date of such Closing, except to the extent made only as of a specified date, in which case as of such time or date:

2.1 Organization, Good Standing, Power and Authority.  The LLC is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Colorado and has all requisite corporate power and authority to carry on its business as presently conducted and as currently proposed to be conducted.  The LLC is duly qualified to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the LLC (a “Material Adverse Effect”).  The LLC has furnished each Investor with a true and complete copy of its Articles of Organization as initially filed, and such Articles of Organization have not been amended since the date of such filing.  The LLC has all requisite corporate power and authority to execute and deliver this Agreement and the LLC Agreement (together, the “Transaction Agreements”), to issue and sell the Preferred Units, and to perform its obligations under the Transaction Agreements.

2.2 Capitalization.  Immediately prior to the First Closing, the issued and outstanding membership interests of the LLC consisted of 50,000,000 Common Units.  Other than this Agreement, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements to purchase or acquire from the LLC any membership interest or any securities convertible into or exchangeable for any membership interest.  The LLC has no obligation (contingent or otherwise) to purchase or redeem any of its membership interests.  Except as contemplated by the Bridge Notes, no parties have rights to purchase any of the Preferred Units covered by this Agreement.

2.3 Authorization.  All corporate action required to be taken by the LLC’s managers and members in order to authorize the LLC to enter into the Transaction Agreements and to issue the Preferred Units at such Closing, has been taken or will be taken prior to such Closing.  All action on the part of the officers of the LLC necessary for the execution and delivery of the Transaction Agreements, the performance of all obligations of the LLC under the Transaction Agreements to be performed as of such Closing, and the issuance of the Preferred Units has been taken or will be taken prior to such Closing.  The Transaction Agreements constitute valid and legally binding obligations of the LLC, enforceable against the LLC in accordance with their respective terms except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.  The LLC Agreement will not be amended or modified prior to the Third Closing, except as necessary or desirable to reflect the issuance and sale of Preferred Units under this Agreement.

2.4 Transfers of Preferred Units.  The Preferred Units, when issued and sold in accordance with the terms and for the consideration set forth in this Agreement, will be free of restrictions on transfer other than restrictions on transfer under the Transaction Agreements, applicable state and federal securities laws, and liens or encumbrances created by or imposed by a Investor.

2.5 Governmental Consents and Filings.  Assuming the accuracy of the representations made by the Investors in Section 3, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the LLC in connection with the consummation of the transactions contemplated by this Agreement, except for filings pursuant to Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws, which have been made or will be made in a timely manner.

2.6 Litigation.  There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or to the LLC’s knowledge, currently threatened in writing that questions the validity of the Transaction Agreements or the right of the LLC to enter into them, or to consummate the transactions contemplated by the Transaction Agreements.  Neither the LLC nor, to the LLC’s knowledge, any of its officers or managers is a party or is named as subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality (in the case of officers or managers, such as would affect the LLC).  There is no action, suit, proceeding or investigation by the LLC pending or that the LLC intends to initiate.

2.7 Compliance with Other Instruments.  The LLC is not in violation or default (a) of any provisions of its Articles of Organization, (b) of any instrument, judgment, order, writ or decree, (c) under any note, indenture or mortgage, (d) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound, the violation of which would have a Material Adverse Effect, or (e) to its knowledge, of any provision of federal or state statute, rule or regulation applicable to the LLC, the violation of which would have a Material Adverse Effect.  The execution, delivery and performance of the Transaction Agreements and the consummation of the transactions contemplated by the Transaction Agreements will not result in any such violation or be in conflict with or constitute, with or without the passage of time and giving of notice, either (i) a default under any such provision, instrument, judgment, order, writ, decree, contract or agreement or (ii) an event that results in the creation of any lien, charge or encumbrance upon any assets of the LLC or the suspension, revocation, forfeiture, or nonrenewal of any material permit or license applicable to the LLC.

2.8 Permits.  The LLC has all franchises, permits, licenses and any similar authority necessary for the conduct of its business, the lack of which could reasonably be expected to have a Material Adverse Effect.  The LLC is not in default in any material respect under any of such franchises, permits, licenses or other similar authority.

3.1 Authorization.  The Investor has full power and authority to enter into the Transaction Agreements.  The Transaction Agreements constitute valid and legally binding obligations of the Investor, enforceable against the Investor in accordance with their respective terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application relating to or affecting the enforcement of creditors’ rights generally and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

3.2 Purchase Entirely for Own Account.  This Agreement is made with the Investor in reliance upon the Investor’s representation to the LLC, which by the Investor’s execution of this Agreement, the Investor hereby confirms, that the Preferred Units to be acquired by the Investor will be acquired for investment for the Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Investor has no present intention of selling, granting any participation in, or otherwise distributing the same.  By executing this Agreement, the Investor further represents that the Investor does not presently have any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer or grant participations to such person or entity or to any third person or entity, with respect to any of the Preferred Units.  The Investor has not been formed for the specific purpose of acquiring the Preferred Units.

3.3 Disclosure of Information.  The Investor has had an opportunity to discuss the LLC’s business, management, financial affairs and the terms and conditions of the offering of the Preferred Units with the LLC’s management.  The foregoing, however, does not limit or modify the representations and warranties of the LLC in Section 2 or the right of the Investors to rely thereon.

3.4 Restricted Securities.  The Investor understands that the Preferred Units have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act that depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Investor’s representations as expressed herein.  The Investor understands that the Preferred Units are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Investor must hold the Preferred Units indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available.  The Investor acknowledges that the LLC has no obligation to register or qualify the Preferred Units for resale.  The Investor further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including the time and manner of sale, the holding period for the Preferred Units, and on requirements relating to the LLC that are outside of the Investor’s control and that the LLC is under no obligation and may not be able to satisfy.  The Investor understands that this offering is not intended to be part of the public offering, and that the Investor will not be able to rely on the protection of Section 11 of the Securities Act.

3.9 Residence.  If the Investor is an individual, then the Investor resides in the state or province identified in the address of the Investor set forth on Exhibit A; if the Investor is a partnership, corporation, limited liability company or other entity, then the office of the Investor in which its principal place of business is identified in the address of the Investor set forth on Exhibit A.

6.1 Survival of Warranties.  Unless otherwise set forth in this Agreement, the representations and warranties of the LLC and the Investors contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and each Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of the Investors or the LLC.

6.2 Successors and Assigns.  The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties.  Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

6.4 Counterparts.  This Agreement 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.  Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

6.5 Interpretation.  As used herein, the singular will include the plural, and the masculine gender will include the feminine and neuter, and vice-versa, unless the context otherwise requires.  Any reference in this Agreement to a particular Section, Exhibit or Schedule shall refer to a Section of, or an Exhibit or Schedule to, this Agreement, unless specified otherwise.  Section headings are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.  The words “include,” “includes” and “including” as used herein shall not be construed so as to exclude any other thing not referred to or described.

6.6 Notices.  All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt and (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one business day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next business day delivery, with written verification of receipt.  All communications shall be sent to a party at its address as set forth on the signature page, Exhibit A or a Joinder Agreement, or to such email address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 6.6.  If notice is given to the LLC, a copy shall also be sent to K&L Gates LLP, One Lincoln Street, Boston, Massachusetts 02111, Attention:  Mark L. Johnson (facsimile:   ###-###-####, email:   ***@***,).

6.7 Amendments and Waivers.  Except as otherwise expressly provided herein, any term of this Agreement may be amended, terminated or waived only with the written consent of the LLC and Investors purchasing a majority of the Preferred Units issued or to be issued hereunder.  Any amendment or waiver effected in accordance with this Section 6.7 shall be binding upon all of the Investors and each transferee of Preferred Units and the LLC.

6.9 Delays or Omissions.  No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.  Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing.  All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

6.10 Entire Agreement.  This Agreement (including the Exhibits and Schedules) and the LLC Agreement constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreements relating to the subject matter hereof existing between the parties are expressly canceled.

6.11 Dispute Resolution.  The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of Colorado and to the jurisdiction of the United States District Court for the State of Colorado for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state courts of Colorado or the United States District Court for the District of Colorado, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.