RNGE 8-K
Range Impact, Inc. (RNGE)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Sale of Shares of Collins Building & Contracting, Inc.
On December 31, 2025, Range Reclaim, LLC (“Range Reclaim”), a wholly-owned direct subsidiary of Range Impact, Inc. (the “Company”), and Range Environmental Resources, Inc., a wholly-owned indirect subsidiary of the Company, entered into a Stock Purchase Agreement (the “Collins Sale Agreement”) with Collins Reclamation, LLC (“Collins Reclamation”), an unaffiliated entity, pursuant to which Range Reclaim agreed to sell all of the outstanding shares of common stock of Collins Building & Contracting, Inc., a wholly-owned indirect subsidiary of the Company (“Collins Building”), to Collins Reclamation in exchange for, among other things, the assumption of the liabilities and obligations associated with various on-going agreements entered into by Collins Building. The Collins Sale Agreement contains terms, conditions, covenants, indemnification provisions, and representations and warranties from each of the respective parties that are customary and typical for a transaction of this nature.
The Company had originally acquired the business of Collins Building in August 2023 in connection with the Company’s plan to expand its reclamation services in the abandoned mine land and bond forfeitures projects in West Virginia (the “AML Business”). The Company ultimately determined that it was in the Company’s best interests to exit the AML Business in order to focus its capital and human resources on the reclamation and repurposing of Company-owned mine sites, and in August 2024, the Company entered into an asset purchase agreement pursuant to which it sold the bulk of the AML Business assets. The transaction reflected by the Collins Sale Agreement represents the final step in exiting the AML Business.
The foregoing description of the Collins Sale Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Collins Sale Agreement and its exhibits and schedules attached hereto as Exhibit 10.1.
Kentucky Mine Land Purchase
On December 31, 2025, Range Bluegrass Land, LLC, a newly-formed wholly-owned indirect subsidiary of the Company (“Range Bluegrass”), entered into a Purchase and Sale Agreement (the “Bluegrass PSA”) with Continental Land Co., LLC (“Continental Land”) for the purchase of the real and personal property commonly associated with the previous Premier Elkorn and Cambrian Coal mining operations in Eastern Kentucky (the “Premier-Cambrian Property”). Range Bluegrass was not required to pay any cash for the Premier-Cambrian Property to Continental Land, the sole consideration being Range Bluegrass’ agreement to assume responsibility for the oversight, management and release of the forty-three (43) mining permits owned by Reckoning Reclamation, LLC (“Reckoning”) associated with the Premier-Cambrian Property and the mines located thereon, including responsibility for paying the reclamation costs associated with each individual permit. In connection with its assumption of the reclamation costs, on December 31, 2025, Range Bluegrass also entered into a Joinder to General Indemnity Agreement (“GIA Joinder”) by and among Range Bluegrass, Reckoning Reclamation, and Continental Heritage Insurance Company (“Continental Insurance”), the latter of which issued the surety bonds with respect to the permits associated with the mines on the Premier-Cambrian Property (the “Reckoning Permits”), pursuant to which Range Bluegrass pledged the real and personal property associated with the Premier-Cambrian Property as collateral in support of the approximately $54 million in bonds issued by Continental Insurance for the Reckoning Permits.
Continental Land is 80%-owned by Tower IV, LLC, an investment entity owned by the daughters of Joseph E. LoConti, the Company’s largest shareholder (“LoConti”). LoConti is a manager of Continental Land. Devica Capital, LLC (“Devica”) owns the remaining 20% of Continental Land. Michael Cavanaugh, the Company’s Chief Executive Officer and member of the Company’s board of directors, own 100% of Devica. LoConti also owns approximately 9% of the outstanding stock of Continental Insurance which holds the reclamation bonds, the liability for which is being assumed by Range Bluegrass in connection with the transactions reflected by the Bluegrass PSA. The Bluegrass PSA contains terms, conditions, covenants, indemnification provisions, and representations and warranties from each of the respective parties that are customary and typical for a transaction of this nature.
The foregoing description of the Bluegrass PSA does not purport to be complete and is qualified in its entirety by reference to the full text of the Bluegrass PSA and its exhibits and schedules attached hereto as Exhibit 10.2.
Kentucky Property Real Estate Option
On December 31, 2025, Range Bluegrass and MRR CNG, LLC, a Connecticut limited liability company engaged in the business of waste sorting and recycling for residential and commercial customers throughout the eastern United States (“MRR”), entered into an Option Agreement (“MRR Option Agreement”) pursuant to which Range Bluegrass, subject to the satisfaction of certain conditions set forth in the Option Agreement and in consideration of the payment of $500,000 (the “Option Fee”), granted MRR an option to purchase approximately 1,500 acres of the land purchased by Range Bluegrass (the “MRR Option”) pursuant to the Bluegrass PSA described above in this Item 1.01 (the “Option Property”). Subject to such extensions as permitted by the MRR Option Agreement, the MRR Option commenced on December 31, 2025 and expires on December 31, 2031 (the “Option Term”).
Pursuant to the MRR Option Agreement, in the event of MRR’s exercise of the MMR Option, Range Bluegrass and MRR agree to use good faith efforts to negotiate a purchase agreement for the Option Property based on an appraised value or such other method as may be mutually agreed upon by the parties, reduced by the Option Fee (among other credits) and subject to Range Bluegrass’ retention of, among other things, (i) its right to retain the ownership of certain timber and mineral rights and related facilities in, on or under the Option Property and (ii) all environmental and reclamation obligations and associated liabilities, as well as all regulatory fines, penalties and other liabilities arising from Range Bluegrass’ operations on and ownership of the Option Property. The MRR Option Agreement also permits MRR to conduct certain due diligence activities during the Option Term and requires Range Bluegrass to make available to MRR, upon request, information reasonably requested by MRR relating to the Option Property. The MMR Option Agreement contains terms, conditions, covenants, indemnification provisions, and representations and warranties from each of the respective parties that are customary and typical for a transaction of this nature.
The foregoing description of the MRR Option Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the MRR Option Agreement and its exhibits and schedules attached hereto as Exhibit 10.3.
Landfill Development Consulting Agreements
| ● | MRR Consulting Agreement. On December 31, 2025, and in conjunction with the execution of the above-referenced MRR Option Agreement, the Company and MRR entered into a consulting agreement (the “MRR Consulting Agreement”) pursuant to which the Company agreed to provide MMR with certain services, among them, reclamation, remediation, road and culvert reclamation plans, assessment, monitoring, bond release applications and bond instrument review, internal compliance reviews and land use planning services related to MMR’s potential development of a new residential and commercial landfill operation on the Option Property, all as set forth more specifically on Exhibit A to the MRR Consulting Agreement. |
The MMR Consulting Agreement provides for an initial engagement fee payment of $500,000 paid on December 31, 2025 and quarterly engagement fee payments of $250,000 payable thereafter until December 31, 2027. The MMR Consulting Agreement terminates on December 31, 2027 provided that either party may terminate the agreement at an earlier date by providing the other party with a 30-day written notice of such intent to terminate. If the MRR Consulting Agreement is terminated prior to December 31, 2027, MMR is only responsible for paying the pro rata amount of the engagement fees and all previous paid engagement fees would be deemed earned and paid.
The MRR Consulting Agreement contains terms, conditions, covenants, indemnification provisions, and representations and warranties from each of the respective parties that are customary and typical for a transaction of this nature.
| ● | F&G LLC Consulting Agreement. On December 31, 2025, and in conjunction with the execution of the above-referenced MRR Option Agreement and MRR Consulting Agreement, the Company and F&G, LLC, a Connecticut limited liability company and affiliate of MRR, engaged in the business of waste sorting and recycling for residential and commercial customers throughout the eastern United States (“F&G”), entered into a consulting agreement (the “F&G Consulting Agreement”) pursuant to which the Company agreed to provide F&G with certain services, among them, reclamation, remediation, road and culvert reclamation plans, assessment, monitoring, bond release applications and bond instrument review, internal compliance reviews and land use planning services related to the potential development of the new residential and commercial landfill operation on the Option Property, all as set forth more specifically on Exhibit A to the F&G Consulting Agreement. To the Company’s knowledge, MRR and F&G are affiliated entities. |
The F&G Consulting Agreement provides for an initial engagement fee payment of $500,000 paid on December 31, 2025 and quarterly engagement fee payments of $250,000 payable thereafter until December 31, 2027. The F&G Consulting Agreement terminates on December 31, 2027 provided that either party may terminate the agreement at an earlier date by providing the other party with a 30-day written notice of such intent to terminate. If the F&G Consulting Agreement is terminated prior to December 31, 2027, F&G is only responsible for paying the pro rata amount of the engagement fees and all previous paid engagement fees would be deemed earned and paid.
The F&G Consulting Agreement contains terms, conditions, covenants, indemnification provisions, and representations and warranties from each of the respective parties that are customary and typical for a transaction of this nature, almost all of which are identical to the terms and provisions in the related MRR Consulting Agreement.
The foregoing descriptions of the MRR Consulting Agreement and F&G Consulting Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the MRR Consulting Agreement and F&G Consulting Agreement and their respective exhibits and schedules attached hereto as Exhibit 10.4 and Exhibit 10.5, respectively.
Range Bluegrass Membership Interest Option and Cash Distribution Agreement
On December 31, 2025, Range Bluegrass and Wicks Building LLC, a Connecticut limited liability company and affiliate of F&G and MRR (“Wicks”), entered into a Membership Interest Option and Cash Distribution Agreement (“Option Agreement”) pursuant to which Range Bluegrass granted Wicks, in consideration of Wicks’ payment of Five Hundred Thousand Dollars ($500,000) to Range Bluegrass (i) the right to receive the same amount of any cash distribution made by Range Bluegrass to Range Land, LLC, its sole member, or to the Company, its ultimate parent, or any other parent, subsidiary or affiliate of Range Bluegrass (the “Cash Distribution Right”) pursuant to the Operating Agreement of Range Bluegrass, dated as of December 15, 2025 (the “Operating Agreement”) and (ii) an option, exercisable in Wicks’ sole discretion, to convert the Cash Distribution Right into Fifty Percent (50%) of the membership interests of Range Bluegrass (the “Equity Option”). Upon exercise of the Equity Option or at such other time as Range Bluegrass and Wicks may mutually agree, they shall mutually agree on the documents reasonably necessary to reflect Wicks’ ownership of Range Bluegrass’ membership interests, which shall include, without limitation, an amended and restated Operating Agreement reflecting Wicks’ ownership of 50% of the membership interests in Range Bluegrass and such other provisions customary for a multi-member limited liability company organized in the State of Ohio, including, without limitation, provisions related to governance, management, special approvals for material events, distributions, and transfer restrictions, and furthermore, any additional provisions required to clarify that Wicks will not be liable in any way for any costs, expenses or obligations associated with the Reckoning mine permits or the associated reclamation bonds.
Pursuant to the Option Agreement, the Cash Distribution Right will remain in effect for the period beginning on December 31, 2025 and continue until the earlier of (a) Wicks’ exercise of the Equity Option or (b) December 31, 2040 (the “Option Period”). During the Option Period, Range Bluegrass is obligated to prepare and deliver to Wicks, on a quarterly basis, information related to the financial, operational and bond reduction activities of Range Bluegrass, including Range Bluegrass’ historical and forecasted financial statements, current and forecasted cash position, and status of cash flow activities, reclamation activities and future land developments.
The Option Agreement contains terms, conditions, covenants, indemnification provisions, and representations and warranties from each of the respective parties that are customary and typical for a transaction of this nature.
The foregoing description of the Option Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Option Agreement and its exhibits attached hereto as Exhibit 10.6.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 above is hereby incorporated by reference into this Item 2.01 in its entirety.
On December 31, 2025, pursuant to the Collins Sale Agreement, Range Reclaim LLC, a wholly-owned subsidiary of the Company, disposed of all of the shares of common stock of Collins Building to Collins Reclamation. Roger Collins, a former adviser to the Company relating to the AML Business, is the beneficial owner of Collins Reclamation.
On December 31, 2025, pursuant to the Bluegrass PSA, Range Bluegrass LLC, a wholly owned subsidiary of the Company, acquired the real and personal property commonly associated with the Premier Elkorn and Cambrian Coal mining operations in Eastern Kentucky. There are currently no mining or other revenue-generating activities at the Premier-Cambrian Property.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On December 31, 2025, in connection with the acquisition of the Premier-Cambrian Property, Range Bluegrass, a wholly-owned subsidiary of the registrant, entered into a Joinder to General Indemnity Agreement by and among Range Bluegrass, Reckoning Reclamation, and Continental Heritage Insurance Company (the “Joinder Agreement”), pursuant to which Range Bluegrass is contingently liable to fully indemnify and reimburse Continental Insurance for any losses, costs, expenses or fees in connection with the approximately $54 million of reclamation bonds issued by Continental Insurance with respect to the permits associated with the mines on the Premier-Cambrian Property (the “Reckoning Permits”) and pursuant to which Range Bluegrass pledged the real and personal property associated with the Premier-Cambrian Property as collateral in support of such bonds. Joseph E. LoConti, the Company’s largest shareholder, owns approximately 9% of the outstanding stock of Continental Insurance.
The Joinder Agreement contains terms, conditions, covenants, indemnification provisions, and representations and warranties from each of the respective parties that are customary and typical for a transaction of this nature.
The foregoing description of the Joinder Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Joinder Agreement and its exhibit attached hereto as Exhibit 10.7.
Item 8.01 Other Events.
Press Release
On January 7, 2026, the Company issued a press release related to the transactions referenced in this Current Report.
A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 8.01 (including Exhibit 99.1) is furnished pursuant to Item 8.01 and shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.
Portions of this Current Report may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties. Although the Company believes any such statements are based on reasonable assumptions, there is no assurance that the actual outcomes will not be materially different due to a number of factors. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Litigation Reform Act of 1995. Additional information about significant risks that may impact the Company is contained in the Company’s filings with the Securities and Exchange Commission and may be accessed at www.sec.gov. The Company is under no obligation, and expressly disclaims any obligation, to update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
The information set forth under this Item 9.01 is being furnished under Items 9.01 and 2.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
(d) Exhibits. The following is a list of the Exhibits filed with this report:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RANGE IMPACT, INC. | ||
| Dated: January 7, 2026 | By: | /s/ Michael Cavanaugh |
| Name: | Michael Cavanaugh | |
| Title: | Chief Executive Officer | |
EXHIBIT INDEX
Exhibit 10.1
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this “Agreement”) is made and entered into effective as of December 31, 2025 (the “Effective Date”), by and between Range Reclaim, LLC, an Ohio limited liability company (the “Seller”), Collins Reclamation, LLC, a West Virginia limited liability company (the “Buyer”), and solely for purposes of Section 7 and Section 8 of this Agreement, Range Environmental Resources, Inc., a West Virginia corporation (“RER”). The Seller, the Buyer and RER are sometimes individually referred to herein as a “Party” and collectively as the “Parties” to this Agreement.
WHEREAS, the Seller owns one hundred (100) shares of common stock, par value of $10.00 per share (together, the “Shares”), of Collins Building & Contracting, Inc., a West Virginia corporation (the “Company”); and
WHEREAS, the Seller desires to sell, assign and convey the Shares to the Buyer and the Buyer desires to purchase and receive the Shares on the terms and conditions set forth in this Agreement; and
NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Purchase of the Shares. Subject to the terms and conditions of this Agreement, effective as of the Effective Date, the Buyer shall purchase from the Seller, and the Seller shall sell, convey, assign, transfer and deliver to the Buyer, all the Seller’s rights, title and interest in and to the Shares, which comprise all of the issued and outstanding common stock of the Company.
2. Consideration; Closing and Closing Deliveries.
(a) Consideration. Upon execution of this Agreement and as total consideration for the transfer of the Shares, the Buyer shall pay to the Seller a cash amount equal to One Dollar ($1.00) (the “Purchase Price”). The Parties acknowledge that the nominal Purchase Price reflects the allocation of liabilities and obligations set forth in this Agreement, including but not limited to (i) Buyer’s assumption of responsibility for the Open Contracts as set forth in Section 5(d), (ii) Seller’s retention of responsibility for the Pending Litigation Matter as set forth in Section 5(b), and (iii) the cancellation of Affiliated Company payables and Affiliated Company Receivables as set forth in Section 5(e).
(b) Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place concurrently with the execution of this Agreement. The Closing shall take place remotely pursuant to the electronic exchange of documents. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. For all purposes under this Agreement and all other documents to be delivered hereunder, all matters at Closing will be considered to take place simultaneously, no delivery of any document will be deemed complete until all transactions and deliveries of documents are completed, and the Closing will be deemed to have occurred as of 12:01AM Eastern Standard Time on the Closing Date, irrespective of the actual occurrence of the Closing at any particular time on the Closing Date.
(c) Closing Deliveries.
| (i) | At the Closing, the Seller shall deliver to the Buyer the following: |
| a. | If applicable, one or more stock certificates representing the Shares, and an executed stock power in the form as set forth on Exhibit A; | |
| b. | The resignation letters executed from each officer and director of the Company, in substantially the form of resignation letter attached hereto as Exhibit B; | |
| c. | A certificate dated as of the Closing Date of the Company’s President or Chief Executive Officer, attesting to, and attaching thereto: (A) the Company’s Certificate of Incorporation as in effect at the time of Closing; and the (B) duly executed resolutions adopted by the board members of the Seller’s ultimate parent company authorizing the transactions contemplated herein, and stating that such resolutions have not been amended, modified, revoked or rescinded; and | |
| d. | Such other documents or instruments as the Buyer reasonably requests to effect the transactions contemplated hereby. |
| (ii) | At the Closing, the Buyer shall deliver to the Seller the following: |
| a. | The Purchase Price; | |
| b. | A certificate dated as of the Closing Date of the Buyer’s President or Chief Executive Officer, attesting to, and attaching thereto: (A) the Buyer’s Certificate of Incorporation as in effect at the time of Closing; and (B) duly executed resolutions adopted by the board members, equity owner(s) or manager(s) of the Buyer authorizing the transactions contemplated herein, and stating that such resolutions have not been amended, modified, revoked or rescinded; and | |
| c. | Such other documents or instruments as the Seller reasonably requests to effect the transactions contemplated hereby. |
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3. Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Buyer that the following statements are true and correct as of the Closing Date:
(a) Organization of the Seller, the Company and RER. The Seller is a limited liability company duly organized and validly existing and in good standing under the laws of the State of Ohio. The Company is a West Virginia corporation duly organized and validly existing and in good standing under the laws of the State of West Virginia. RER is a corporation duly organized and validly existing and in good standing under the laws of the State of West Virginia;
(b) Authority. Each of Seller and RER has the full power and authority to execute, deliver, and carry out the terms and provisions of this Agreement;
(c) Authorization. The execution, delivery and performance of this Agreement has been duly authorized by the Seller and RER, and no other act or proceeding on the part of the Seller or RER is necessary to authorize the execution, delivery or performance of this Agreement and the consummation of the transactions contemplated hereby;
(d) Execution. This Agreement has been duly executed and delivered by each of the Seller and RER, and constitutes a valid and binding obligation of each of the Seller and RER, enforceable in accordance with its terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, reorganization or other laws of general application relating to or affecting the rights of creditors and except as enforceability may be limited by rules of law governing specific performance, injunctive relief or other equitable remedies;
(e) No Conflicts; Ownership of Shares. The execution, delivery and performance by each of Seller and RER of this Agreement does not and will not in any material respect violate, conflict with or result in a breach of any provision of the organizational documents of the Seller or RER. The Seller owns the Shares free and clear of all liens, claims, encumbrances, charges and assessments. The Shares represent all the outstanding equity securities of the Company;
(f) Consents. Except as set forth in Schedule 3(f), there are no requirements to request or obtain consent from any party that are required in connection with the consummation of the transactions contemplated by this Agreement by the Seller and RER;
(g) No Actions. There are no actions pending or, to the knowledge of the Seller, threatened by or against the Seller that affect the Shares, at law or in equity. There are no actions pending or, to the knowledge of the Seller, threatened by or against the Seller which challenge the validity or enforceability of this Agreement or seek to rescind the transactions contemplated hereby;
(h) Brokers or Finders Fees. No broker, investment banker, financial advisory firm or other person, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with this Agreement or the transactions contemplated hereby based upon arrangements made by or on behalf of the Seller;
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(i) Taxes. All taxes due and owing by the Company have been, or will be, paid timely. No extensions or waivers of statutes of limitations have been given or requested with respect to any Taxes of the Company. All tax returns required to be filed by the Company for any tax periods prior to Closing, including with limitation all federal, state, and local returns of income, excise, withholding, property or other taxes for the calendar tax years ended December 31, 2023, December 31, 2024, and December 31, 2025, have been, or will be, timely filed by the Seller and all taxes due and owing in connection therewith shall be paid in full by Seller. Such tax returns are, or will be, true, complete, and correct in all respects. There are no encumbrances for taxes upon any of the assets of the Company or the Shares, nor is any taxing authority in the process of imposing any encumbrances for taxes on any of the assets of the Company or the Shares (other than for current taxes not yet due and payable). The Buyer and the Company on the one hand, and the Seller on the other hand, shall cooperate fully, as and to the extent reasonably requested by the other Party in connection with the filing of Tax Returns and any audit, litigation, or other proceeding with respect to taxes of the Company. Such cooperation shall include providing to the other Party, such information and records as may be reasonably requested by such other Party in connection with the preparation of any Tax Return or any audit or other proceeding that relates to the Company;
(j) Financial Statements. The Seller hereby represents and warrants to the Buyer that the copies of the financial statements of the Company, including but not limited to the balance sheets, statements of income, and detailed general ledgers for the fiscal years ended December 31, 2023, December 31, 2024, and December 31, 2025 and the schedule of open and outstanding accounts payable as of the Closing Date (collectively, the “Financial Statements”), which are attached as Exhibit C to this Agreement, (i) present fairly, in all material respects, the financial conditions of the Company as of the dates indicated therein; (ii) are true, accurate, and complete in all material respects; (iii) contain no material misstatements or omissions; (iv) reflect all material liabilities, direct or indirect, fixed, contingent, or otherwise, of the Company; and (v) are consistent with the books and records of the Company, which books and records are accurate and complete in all material respects. The Seller acknowledges that the Buyer is relying on the accuracy of the Financial Statements in connection with its decision to enter into this Agreement and consummate the transactions contemplated hereby;
(k) Liabilities. Except as set forth on Schedule 3(j), the Company does not have any liabilities as of the Closing other than its obligations under contracts and commitments described on Schedule 5(d) with respect to the Open Contracts; and
(l) Disclaimers. Except for the limited representations and warranties set forth in this Section 3, the Seller has not made any other representations or warranties, express or implied, and the Seller expressly disclaims all liability and responsibility for any other representation, warranty, statement or information made or communicated to the Buyer that is not otherwise contained in Section 3 of this Agreement.
4. Representations and Warranties of the Buyer. The Buyer hereby represents and warrants to the Seller that the following statements are true and correct as of the Closing Date:
(a) Organization of the Buyer. The Buyer is a limited liability company duly organized and validly existing and in good standing under the laws of the Buyer’s state of organization;
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(b) Authority. The Buyer has full power and authority to execute, deliver, and carry out the terms and provisions of this Agreement;
(c) Authorization. The execution, delivery and performance of this Agreement has been duly authorized by the Buyer, and no other act or proceeding on the part of the Buyer is necessary to authorize the execution, delivery or performance of this Agreement and the consummation of the transactions contemplated hereby;
(d) Execution. This Agreement has been duly executed and delivered by the Buyer, and constitutes a valid and binding obligation of the Buyer, enforceable in accordance with its terms;
(e) No Conflicts. The execution, delivery and performance by the Buyer of this Agreement does not and will not in any material respect violate, conflict with or result in a breach of any provision of the organizational documents of the Buyer or any contracts to which the Buyer is a party. The Buyer has all requisite power and authority to purchase the Shares pursuant to this Agreement;
(f) Consents. Except as set forth in Schedule 4(f), there are no requirements to request or obtain consent from any party that are required in connection with the consummation of the transactions contemplated by this Agreement by the Buyer.
(g) No Actions. There are no actions pending or, to the knowledge of the Buyer, threatened by or against the Buyer that affect the ability of the Buyer to consummate the transactions contemplated herein. There are no actions pending or, to the knowledge of the Buyer, threatened by or against the Buyer which challenge the validity or enforceability of this Agreement or seek to rescind the transactions contemplated hereby;
(h) Brokers or Finders Fees. No broker, investment banker, financial advisory firm or other person, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with this Agreement or the transactions contemplated hereby based upon arrangements made by or on behalf of the Buyer; and
(i) Disclaimers. Except for the limited representations and warranties set forth in this Section 4, the Buyer has not made any other representations or warranties, express or implied, and the Buyer expressly disclaims all liability and responsibility for any other representation, warranty, statement or information made or communicated to the Seller that is not otherwise contained in Section 4 of this Agreement.
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5. Covenants and Other Agreements.
(a) Cooperation and Further Assurances. Consistent with the terms and conditions hereof, each Party shall execute and deliver all instruments, certificates, and other documents and shall perform all other acts which the other Parties may reasonably request to carry out this Agreement and the transactions contemplated hereby. To the extent that there are any consents set forth in Schedule 3(f) that are not obtained prior to the Closing Date, then the Parties shall cooperate in good faith to obtain such consents as promptly as practicable after the Closing. More specifically, the Buyer shall exercise commercially reasonable efforts, and cooperate with the Seller in all regards, to notify or obtain and procure the required consents, if any, from the West Virginia Department of Environmental Protection (the “WVDEP”) or any other government agency related to the change in control transaction contemplated by this Agreement with respect to the Open Contracts. The Seller shall be responsible for paying any fees and other costs related to such notification and/or the procurement of the WVDEP’s consent to the change in control transaction contemplated by this Agreement with respect to the Open Contracts, if such consent is required. To the extent that the Seller or any of its affiliates (other than the Company) are a party to any of the Open Contracts, the Parties shall cooperate in good faith to remove the Seller and its affiliates (other than the Company) from the Open Contracts.
(b) Pending Litigation Matter. For purposes hereof, the term “Pending Litigation Matter” shall mean that certain outstanding litigation matter described in Schedule 5(b). The Seller shall indemnify, defend and hold harmless the Buyer and its Representatives (as such term is defined in Section 6) from and against all Adverse Consequences (as such term is defined in Section 6), if any, incurred by the Buyer and its Representatives as a result of the Pending Litigation Matter. Effective as of the Closing, the Seller shall have unilateral control over all aspects of the defense, settlement and management of the Pending Litigation Matter. If any unused retainer amounts paid by the Seller or Company in connection with the Pending Litigation Matter to Jackson Kelly, PLLC are returned to the Buyer or the Company after the Closing Date, the Buyer and/or Company shall promptly, but in no event later than ten (10) business days following receipt, remit such amounts to the Seller without offset or deduction.
(c) Publicity. Except as may be required to comply with the requirements of any applicable law or the rules and regulations of any stock exchange or national market system upon which the securities of the Seller’s ultimate parent company are listed, no Party will issue any press release or other public announcement related to this Agreement, the subject matter of this Agreement or the transactions contemplated hereby without the prior approval of the other Party. For the avoidance of doubt, the Parties hereto acknowledge that the Seller’s ultimate parent company will disclose this Agreement through the filing of a Form 8-K with the Securities Exchange Commission and also issue a press release regarding this Agreement and the transactions contemplated hereby.
(d) Open Contracts. For purposes hereof, the term “Open Contracts” shall have the meaning assigned to it in Schedule 5(d) of this Agreement. From and after the Closing, the Buyer shall (and shall cause the Company to) be responsible for discharging and performing all Company obligations under the Open Contracts, whether such commitments or obligations relate to activities that have occurred prior to or after the Closing Date. The Buyer shall indemnify the Seller and its Representatives for any costs, expenses and liabilities related to the Open Contracts.
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(e) Cancellation of Affiliated Payables and Receivables. To the extent that the Company owes any payables or other obligations to any entities or persons affiliated with the Seller (together, “Affiliated Company Payables”), or to the extent any of the Seller or its affiliates owe any funds or have any other obligations towards the Company (together the “Affiliated Company Receivables”), then such Affiliated Company Payables and Affiliated Company Receivables shall be deemed void and cancelled as of the Effective Date.
(f) Taxes. The Seller shall pay and be responsible for any Pre-Closing Taxes of the Company and the Buyer shall pay and be responsible for any Post-Closing Taxes of the Company. For purposes hereof, the term “Pre-Closing Taxes” shall mean any taxes imposed on or with respect to the Company for any taxable period ending on or before the Closing Date. In addition, the term “Post-Closing Taxes” shall mean any taxes imposed on or with respect to the Company for any taxable period ending after the Closing Date.
(g) Pre-Closing Liabilities and Post-Closing Liabilities. Subject to the terms of this Agreement, the Seller shall pay and be responsible for any Pre-Closing Liabilities of the Company and the Buyer shall pay and be responsible for any Post-Closing Liabilities of the Company. For purposes hereof, the term “Pre-Closing Liabilities” shall mean any liabilities, obligations or responsibilities of the Company that have accrued or have become due and payable on or prior to the Closing Date. In addition, the term “Post-Closing Liabilities” shall mean any liabilities, obligations or responsibilities of the Company that accrue or become due and payable after the Closing Date.
6. Indemnification. Each of the Parties (the “Indemnifying Party”) shall indemnify and defend the other Party and its Representatives (the “Indemnified Parties”), and hold the Indemnified Parties harmless from, all Adverse Consequences (as defined below) incurred or suffered by the Indemnified Parties resulting from any breach of any representation, warranty or covenants of the Indemnifying Party in this Agreement. “Adverse Consequences” means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts paid in settlement, liabilities, security interests, obligations, taxes, liens, losses, expenses, and fees, including court costs and reasonable attorneys’ fees and expenses. For purposes hereof, the term “Representatives” shall mean each Party’s representatives, agents, affiliates, members, managers, stockholders, officers, directors, employees, successors, assigns and heirs, as applicable.
In addition the foregoing indemnity obligations set out in this Section 6 and in Section 5(b), Seller and RER shall jointly and severally indemnify, defend and hold harmless Buyer and its Representatives from and against any and all Adverse Consequences incurred or suffered by Buyer or its Representatives arising from or relating to the Company’s operations, activities, employees, assets, or business during the period from August 31, 2023, through the Effective Date, other than the discharge and performance of all Company obligations under the Open Contracts which Buyer shall be responsible for pursuant to Section 5(d).
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7. Guaranty. RER hereby irrevocably guaranties all of the Seller’s indemnification obligations under this Agreement, in all cases subject to the terms, conditions, defenses, limitations and rights that the Seller would have under this Agreement.
8. Miscellaneous.
(a) Amendment and Waiver. This Agreement may be amended, and any provision of this Agreement may be waived upon the written agreement of the Parties. No course of dealing between the Parties shall be deemed effective to modify, amend or discharge any part of this Agreement. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver.
(b) Notices. All notices, requests, demands and other communications permitted or required to be given under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (i) when personally delivered, (ii) when sent by electronic mail, (iii) one business day after being sent by reputable overnight express courier, or (iv) three business days following mailing by certified or registered mail, postage prepaid and return receipt requested. Unless another address is specified in writing, notices, requests, demands and communications to the Parties shall be sent to the addresses indicated below:
Notices to the Seller or RER:
200 Park Avenue, Suite 400
Orange Village, Ohio 44122
Attn: Michael Cavanaugh, CEO
With a mandatory copy to (which shall not constitute notice):
UB Greensfelder LLP
1660 West 2nd Street, Suite 1100
Cleveland, Ohio 44113
Attn: Howard Groedel
Notices to the Buyer:
3406 Corley Caress Road
Flatwoods, West Virginia 26621
Attn: Roger L. Collins, Jr.
E-Mail: [email protected]
With a mandatory copy to (which shall not constitute notice):
Daniels Law Firm, PLLC
P.O. Box 1433
Charleston, West Virginia
Attn: Thomas Spears
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(c) Successors and Assigns. The Agreement and all the rights, interests or obligations hereunder, by or on behalf of any of the Parties, shall bind and inure to the benefit of the respective heirs, successors and assigns of the Parties whether so expressed or not. The Seller and RER may assign their rights and obligations hereunder, in whole or in part, without the consent of the Buyer, to an affiliate of the Seller. Buyer may assign their rights and obligations hereunder, in whole or in part, without the consent of the Seller, to an affiliate of the Buyer.
(d) Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, then such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
(e) No Third-Party Beneficiaries. Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any person other than the Parties and their respective permitted successors and assigns, any rights or remedies under or by reason of this Agreement.
(f) Complete Agreement. This Agreement and the agreements and documents referred to herein contain the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, whether written or oral, relating to such subject matter in any way.
(g) Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of Ohio without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Ohio.
(h) Jurisdiction. Any legal suit, action or proceeding arising out of, based upon or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Ohio, in each case located in Cuyahoga County, Ohio, 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 served or delivered in accordance with Section 8(b) of this Agreement shall be effective service of process for any suit, action or proceeding brought in any such court. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or proceeding in sch 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.
(i) Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LITIGATION, ACTION, PROCEEDING, CROSS-CLAIM, OR COUNTERCLAIM IN ANY COURT (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, RELATING TO OR IN CONNECTION WITH (I) THIS AGREEMENT OR THE VALIDITY, PERFORMANCE, INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF OR (II) THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREUNDER.
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(j) Specific Performance. The Parties agree that irreparable damage would occur if any of the provisions of this Agreement were not performed by the Parties in accordance with their specific terms or were otherwise breached by a Party. Each Party expressly waives any requirement that the other Party obtain any bond or provide any indemnity in connection with any action seeking injunctive relief or specific enforcement of the provisions of this Agreement.
(k) Recitals. The recitals appearing on the first page of this Agreement are, by this reference, incorporated into and made a part of this Agreement as if the same were fully herein rewritten.
(l) Schedules. The disclosure schedules referenced throughout this Agreement (the “Schedules”) are attached hereto. The inclusion of any information in the Schedules shall not be deemed an admission or acknowledgement, in and of itself and solely by virtue of the inclusion of such information in the Schedules, that such information is required to be listed in the Schedules or that such items are material to the Seller or the Company, as the case may be. The headings, if any, of the individual sections of each of the Schedules are provided for convenience only and are not intended to affect the construction or interpretation of this Agreement. The Schedules are arranged in sections and paragraphs corresponding to the numbered and lettered sections and paragraphs of Section 3, Section 4 and Section 5 merely for convenience, and the disclosure of an item in one Section of the Schedules as an exception to a particular representation or warranty shall be deemed adequately disclosed as an exception with respect to all other representations or warranties to the extent that the relevance of such item to such representations or warranties is reasonably apparent on the face of such disclosure, notwithstanding the presence or absence of an appropriate Section of the Schedules with respect to such other representations or warranties or an appropriate cross reference thereto. No disclosure in the Schedules relating to any possible breach or violation of any agreement or law or contract shall be construed as an admission or indication that any such breach or violation exists or has actually occurred. No disclosure in the Schedules shall be deemed to create any rights in any third party.
(m) Counterparts and Electronic Delivery. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Any such counterpart, to the extent delivered in PDF format attached to electronic mail, shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.
[Signature Page Follows]
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IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed on its behalf as of the day and year first written above.
| THE SELLER: | ||
| Range Reclaim, LLC, | ||
| an Ohio limited liability company | ||
| Name: | Michael R. Cavanaugh | |
| Title: | Manager | |
| THE BUYER: | ||
| Collins Reclamation, LLC, | ||
| a West Virginia limited liability company | ||
| Name: | Roger L. Collins, Jr. | |
| Title: | Manager/ Member | |
| Solely for Purposes of Section 7 and Section 8 of the Stock Purchase Agreement | ||
| RER: | ||
| Range Environmental Resources, Inc., | ||
| a West Virginia corporation | ||
| Name: | Michael R. Cavanaugh | |
| Title: | Chief Executive Officer | |
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Exhibit A
Form of Stock Power
(see attached)
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Exhibit B
Form of Resignation Letter
(see attached)
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Exhibit C
Financial Statements
(see attached)
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Schedules
These Schedules are subject to the terms of Section 8(l) of the Stock Purchase Agreement accompanying the Schedules.
(See below)
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Schedule 3(f)
Seller Consents
| 1. | Consent of the Board of Range Impact, Inc., the sole member of Range Reclaim, LLC, which in turn is the sole shareholder of Collins Building & Contracting, Inc., authorizing the transactions contemplated by this Agreement. |
| 2. | Consent from the West Virginia Department of Environmental Protection regarding the transfer of the Open Contracts to the Buyer and/or the consent from the West Virginia Department of Environmental Protection with respect to the Company’s change in control transaction contemplated by this Agreement. |
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Schedule 3(j)
Company Liabilities
None other than:
| (1) | Any applicable Affiliated Company Payables; | |
| (2) | Liabilities with respect to the Pending Litigation Matter; | |
| (3) | Liabilities with respect to any Pre-Closing Taxes; and | |
| (4) | Pre-Closing Liabilities with respect to the Open Contracts. |
All the foregoing liabilities of the Company shall be subject to the terms of Section 5 of the Stock Purchase Agreement accompanying these Schedules.
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Schedule 4(f)
Buyer Consents
Consent from the Manager of Buyer authorizing the transactions contemplated by the Stock Purchase Agreement accompanying these Schedules.
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Schedule 5(b)
Pending Litigation Matter
The Company is a named party in the following case:
James Knicely Black Lung Claim
U.S. Department of Labor, Office of Workers’ Compensation, Division of Coal Mine Workers’ Compensation; Case ID: 223N9-2021050
Mr. Knicely’s case has been forwarded to the Office of Administrative Law Judges to be set for a hearing, which is expected to occur in 2026.
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Schedule 5(d)
Open Contracts
The Company is a party to the following contracts:
| (1) | Subcontract Agreement entered into as of August 22, 2024, by and among the Company, Collins Reclamation, LLC with respect to the project identified below: |
| (2) | Any agreement that the Company may have entered into with the WVDEP with respect to the project identified in paragraph (1) above. | |
| (3) | Subcontract Agreement entered into as of August 22, 2024, by and among the Company and Collins Reclamation, LLC with respect to the project identified below: |
| (4) | Any agreement that the Company may have entered into with the WVDEP with respect to the project identified in paragraph (3) above. |
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Exhibit 10.2
PURCHASE AND SALE AGREEMENT
by and between
CONTINENTAL LAND CO., LLC,
an Ohio limited liability company
as Seller,
and
RANGE BLUEGRASS LAND, LLC,
an Ohio limited liability company
as Buyer,
Effective as of December 31, 2025
PURCHASE AND SALE AGREEMENT
This PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of December 31, 2025 (the “Effective Date”), by and between CONTINENTAL LAND CO., LLC, an Ohio limited liability company (“Seller”), and RANGE BLUEGRASS LAND, LLC, an Ohio limited liability company (“Buyer”). Buyer and Seller may be collectively referred to herein as the “Parties” or each individually as a “Party”.
RECITALS
WHEREAS, Seller owns real and personal property interests in Floyd, Letcher, and Pike Counties, Kentucky commonly associated with the Premier Elkhorn and Cambrian Coal mining operations (“Premier-Cambrian Mines”);
WHEREAS, Reckoning Reclamation, LLC, an Ohio limited liability company (“Reckoning”) owns forty-three (43) permits associated with the Premier-Cambrian Mines, which are set forth on Exhibit A attached hereto (“Reckoning Permits”);
WHEREAS, Buyer is a newly-formed company focused on acquiring, reclaiming and repurposing the Premier-Cambrian Mines; and
WHEREAS, Seller desires to sell and convey, and Buyer desires to acquire and assume, certain assets associated with the Premier-Cambrian Mines and certain related liabilities for the consideration and on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements set forth herein, the benefits to be derived by each Party and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I
DEFINITIONS AND INTERPRETATION
1.1. Defined Terms. Capitalized terms used herein and not otherwise defined shall have the meanings set forth below.
“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.
“Affiliates” means, with respect to any Person, a Person that directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of this definition, “control” (including, with its correlative meaning, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and such “control” will be presumed if any Person owns fifty-one percent (51%) or more of the voting capital stock or other ownership interests, directly or indirectly, of any other Person.
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“Agreement” has the meaning given in the Preamble.
“Allocation Schedule” has the meaning given in Section 3.7.
“Applicable Law” means any applicable statute, law (including any obligation arising under the common law), rule, regulation, ordinance, order, code, ruling, writ, injunction, decree or other official act of or by any Governmental Body.
“Assumed Liabilities” has the meaning given in Section 2.3.
“Bill of Sale” has the meaning given in Section 3.4(b).
“Business Day” means any day other than Saturday or Sunday or a day on which banking institutions in Cleveland, Ohio are authorized by Applicable Law to close.
“Buyer” has the meaning given in the Preamble.
“Buyer Fundamental Reps” has the meaning given in Section 6.1.
“Buyer Indemnification Cap” has the meaning given in Section 6.3.
“Buyer Indemnified Parties” has the meaning given in Section 6.2.
“Buyer Maximum Cap” has the meaning given in Section 6.3.
“Closing” has the meaning given in Section 3.1.
“Closing Date” has the meaning given in Section 3.1.
“Consideration” has the meaning given in Section 3.2.
“Deeds” has the meaning given in Section 3.4(a).
“Direct Claim” has the meaning given in Section 6.5.
“Effective Date” has the meaning given in the Preamble.
“Encumbrances” means any lien, pledge, mortgage, deed of trust, security interest, attachment, judgment, easement, right of way, servitude, covenant, encroachment, exception, reservation, lease, restriction, permit, condition, claim, charge, defect, hypothecation or irregularity, encumbrance or any other adverse claim or similar encumbrance whatsoever.
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“Environmental Laws” means any Applicable Law relating to (i) the protection, preservation or conservation of the environment or natural resources, (ii) the protection of human health and safety as it pertains to exposure to Hazardous Materials, or (iii) the handling, use, presence, transport, disposal, treatment, storage, release, discharge or threatened release or discharge of any Hazardous Materials.
“Excluded Assets” has the meaning given in Section 2.2.
“Governmental Body” means any (i) federal, state, local, municipal, or special purpose unit of government, (ii) governmental or quasi-governmental authority of any nature, including any governmental or regulatory agency, branch, department, public official, commission, board, court or other tribunal, or (iii) person or unit of government exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature.
“Hazardous Materials” means any chemical, pollutant, contaminant, substance, material or waste, whether naturally occurring or manmade, that (i) is identified, defined, characterized, listed, or otherwise regulated as hazardous, acutely hazardous, toxic, infectious, explosive, radioactive, carcinogenic, ignitable, corrosive, or reactive, or (ii) is otherwise subject to regulation under Environmental Laws or as to which Liabilities may be imposed under Environmental Laws. Hazardous Materials includes but is not limited to petroleum by-product, natural gas liquids, natural gas, liquefied natural gas, chlorinated solvents, radioactive materials or wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation and polychlorinated biphenyls.
“Indemnitee” has the meaning given in Section 6.4.
“Indemnitor” has the meaning given in Section 6.4.
“Liabilities” means any liability or obligation of whatever kind or nature (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, and regardless of when asserted).
“Losses” means any loss, Liability, demand, judgment, claim, Action, cause of action, cost, damage, deficiency, tax, penalty, fine or expense, whether or not arising out of third-party claims (including interest, penalties, reasonable legal, consulting and other professional fees and expenses, and all amounts paid in investigation, defense, settlement or enforcement of any of the foregoing).
“Notice of Violation” means a written notice issued by any Governmental Body advising or alleging that Seller has violated any Applicable Law, including any Environmental Law.
“Owned Real Property” has the meaning given in Section 2.1(a).
“Owned Personal Property” has the meaning given in Section 2.1(b).
“Party” or “Parties” has the meaning given in the Preamble.
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“Permitted Encumbrances” means (i) Encumbrances for Taxes not yet due and payable, (ii) statutory landlord’s, mechanic’s, carrier’s workmen’s, repairmen’s liens or other similar Encumbrances arising or incurred in the ordinary course of business for amounts which are not yet due and payable, (iii) Encumbrances arising from zoning ordinances which are not violated by the current use or occupancy of the Owned Real Property, and easements, licenses, permits, covenants and other minor restrictions of record affecting title to the Owned Real Property which do not or would not materially impair the use or occupancy of such Owned Real Property in the operation of the business conducted thereon.
“Person” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated association, corporation, limited liability company, entity or Governmental Body.
“Premier-Cambrian Mines” has the meaning given in the Recitals.
“Purchased Assets” has the meaning given in Section 2.1.
“Reckoning” has the meaning given in the Recitals.
“Reckoning Permits” has the meaning given in the Recitals.
“Reckoning Permits Contingent Liability” has the meaning given in Section 3.3.
“Reclamation Liabilities” means all reclamation obligations and other related or similar obligations arising under any Governmental Body with respect to the Premier-Cambrian Permits.
“Retained Liabilities” has the meaning given in Section 2.4.
“Seller” has the meaning given in the Preamble.
“Seller Fundamental Reps” has the meaning given in Section 6.1.
“Seller Indemnification Cap” has the meaning given in Section 6.2.
“Seller Indemnified Parties” has the meaning given in Section 6.3.
“Seller Maximum Cap” has the meaning given in Section 6.2.
“Taxes” means any foreign, federal, provincial, state, county, local or other income, sales, use, ad valorem, transfer, excise, franchise, real and personal property, unmined mineral, gross receipt, capital stock, production, business and occupation, registration, profits, license, lease, service, service use, disability, employment, unemployment, estimated, environmental, stamp, premium, real property gains, windfall profits, customs, payroll, severance or withholding tax or other tax, duty, fee, assessment or charge imposed by any Governmental Body, and any interest, additions or penalties related thereto.
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1.2. References and Rules of Construction. All references in this Agreement to Exhibits, Schedules, Articles, and Sections refer to the corresponding Exhibits, Schedules, Articles, and Sections of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Exhibits, Schedules, Articles or Sections are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement”, “herein”, “hereby”, “hereunder” and “hereof”, and words of similar import, refer to this Agreement as a whole and not to any particular Article or Section unless expressly so limited. The word “including” means including without limitation. Any conflict in real and personal property interests erroneously listed in schedules associated with “Purchased Assets” and “Excluded Assets” shall be deemed to be Excluded Assets under this Agreement.
ARTICLE II
ASSET ACQUISITION
2.1. Asset Acquisition. Upon the terms and conditions of this Agreement, Seller agrees to sell, assign, transfer, convey and deliver to Buyer, and Buyer agrees to purchase, free and clear of all Encumbrances (other than Permitted Encumbrances), all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible, located at the Premier-Cambrian Mines, other than the Excluded Assets (collectively, the “Purchased Assets”), including all of the following:
(a) All real property, including surface property, coal and any substances owned by Seller, together with all rights, easements and privileges appurtenant thereto or associated therewith, as identified on Schedule 2.1(a) (collectively, the “Owned Real Property”);
(b) All improvements, infrastructure, buildings, structures, fixtures, furniture, tools, office equipment, supplies, computers, telephones, motors, pumps, machinery, pipes, metal, tanks, boilers, materials and other personal property located at the Premier-Cambrian Mines, including, without limitation, those assets identified on Schedule 2.1(b) (collectively, the “Owned Personal Property”); and
(c) Except for the Excluded Assets, any tangible assets or property owned by Seller as of the Closing Date, of a type not specified or scheduled herein, which are located at the Premier-Cambrian Mines.
2.2. Excluded Assets. Notwithstanding anything herein to the contrary contained herein, the Purchased Assets shall not include the following items (the “Excluded Assets”):
(a) All of Seller’s cash, cash equivalents, bank deposits, certificates of deposit and investment securities on hand or in Seller’s bank accounts;
(b) All intercompany receivables due to Seller from an Affiliate of Seller;
(c) All of Seller’s stock record books and corporate and company record books containing minutes of meetings of directors and stockholders, and any other records that relate to Seller’s organization or stock capitalization;
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(d) All of Seller’s tax returns and copies of records, including all rights of Seller to any recoveries or refunds in respect of Taxes of Seller; and
(e) Any assets or property not owned by Seller as of the Closing Date.
2.3. Liabilities to be Assumed by Buyer. Subject to the terms and conditions set forth herein, at Closing, Buyer shall assume, become obligated for, and hereby agrees to timely fulfill, perform, pay and discharge (or cause to be timely fulfilled, performed, paid or discharged), only the following liabilities of Seller (collectively, the “Assumed Liabilities”):
(a) The Reckoning Permits Contingent Liability; and
(b) All Liabilities for Taxes imposed on the Owned Real Property and Owned Personal Property, whether accruing or arising prior to, on or after the Closing Date.
For clarification purposes, Buyer shall not assume any Liabilities of Seller other than the Assumed Liabilities.
2.4. Liabilities to be Retained by Seller. Seller shall assume, retain and over time discharge, as and when they become due and payable, all Liabilities other than the Assumed Liabilities (collectively, the “Retained Liabilities”), including, without limitation, the following:
(a) All intercompany payables due from Seller to an Affiliate of Seller;
(b) All Liabilities, known or unknown, contingent or otherwise, of any kind or character, to the extent relating to, based upon, attributable to, or arising out of or in connection with the Excluded Assets, whether accruing or arising prior to, on or after the Closing Date; and
(c) All Liabilities, of any kind or nature, whether accruing or arising prior to, on or after the Closing Date, other than those expressly set forth as Assumed Liabilities in Section 2.3.
For clarification purposes, the Parties acknowledge that the inclusion of specific Liabilities in clauses (a) through (c) above is not intended in any way to limit the definition and description of Retained Liabilities in this Section 2.4.
ARTICLE III
CLOSING AND CONSIDERATION
3.1. Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place concurrently with the execution of this Agreement. The Closing shall take place remotely pursuant to the electronic exchange of documents. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. For all purposes under this Agreement and all other documents to be delivered hereunder, all matters at Closing will be considered to take place simultaneously, no delivery of any document will be deemed complete until all transactions and deliveries of documents are completed, and the Closing will be deemed to have occurred as of 12:01AM Eastern Standard Time on the Closing Date, irrespective of the actual occurrence of the Closing at any particular time on the Closing Date.
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3.2. Consideration. At the Closing, the consideration Buyer is providing hereunder for the transfer of the Purchased Assets is Buyer’s assumption of the Assumed Liabilities (“Consideration”), which shall expressly include the Reckoning Permits Contingent Liability. For clarification purposes, Buyer shall not be required to pay any cash as part of the Consideration.
3.3. Reckoning Permits Contingent Liability. At the Closing, Buyer agrees, as part of the Consideration, to be responsible for the oversight, management and release of the Reckoning Permits (“Reckoning Permits Contingent Liability”), which responsibilities shall include paying for the costs of the Reclamation Liabilities for each individual permit set forth on Exhibit A of this Agreement until one of the conditions set forth in this Section 3.3 has been satisfied for each such individual permit. Buyer shall satisfy the Reckoning Permits Contingent Liability, in whole or in part, in one or more transactions, for each of the Reckoning Permits by: (i) obtaining full Phase 3 bond release for one or more Reckoning Permits, (ii) replacing the existing bond issued to secure one or more Reckoning Permits with a new bond issued by a new bond insurer, (iii) assisting with the sale of one or more Reckoning Permits from Reckoning to a third-party purchaser, or (iv) funding a segregated collateral account, for the benefit of the current bond insurer, with an amount of cash equal to the penal sum of the bond issued against one or more Reckoning Permits. For the avoidance of doubt, Buyer will no longer be liable for any costs of the Reclamation Liabilities associated with a Reckoning Permit once Buyer has satisfied any one of the conditions set forth in this Section 3.3 for each such applicable Reckoning Permit.
3.4. Seller’s Closing Deliverables. At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:
(a) Deeds for the conveyance of all the Owned Real Property in Floyd, Letcher and Pike Counties, Kentucky pursuant to this Agreement (collectively, the “Deeds”);
(b) Bill of Sale for the conveyance of all the Owned Personal Property pursuant to this Agreement (the “Bill of Sale”);
(c) Certificate, dated as of the Closing Date, of Seller’s Manager attesting to, and attaching thereto: (i) Seller’s Articles of Organization as in effect at the time of Closing, (ii) duly executed resolutions adopted by Seller’s Manager and its sole member authorizing the transactions contemplated herein, and stating that such resolutions have not been amended, modified, revoked or rescinded, and (iii) a good standing certificate with respect to Seller issued by the Secretary of State of the State of Ohio no more than ten (10) business days prior to the Closing Date; and
(d) Such other documents or instruments as are required to be delivered by Seller at the Closing pursuant to the terms hereof or that Buyer reasonably requests prior to the Closing Date to effect the transactions contemplated hereby.
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3.5. Buyer’s Closing Deliverables. At the Closing, Buyer shall deliver or cause to be delivered to Seller the following:
(a) The Deeds;
(b) The Bill of Sale;
(c) Certificate, dated as of the Closing Date, of Buyer’s Chief Executive Officer attesting to, and attaching thereto: (i) Buyer’s Articles of Organization as in effect at the time of Closing, (ii) duly executed resolutions adopted by the board of the Buyer’s sole member authorizing the transactions contemplated herein, and stating that such resolutions have not been amended, modified, revoked or rescinded, and (iii) a good standing certificate with respect to the Buyer issued by the Secretary of State of the State of Ohio no more than ten (10) business days prior to the Closing Date; and
(d) Such other documents or instruments as are required to be delivered by Buyer at the Closing pursuant to the terms hereof or that Seller reasonably requests prior to the Closing Date to effect the transactions contemplated hereby.
3.6. Deeds. On or shortly after the Closing Date, Buyer shall cause the Deeds to be filed with the appropriate county recorder’s office in the Commonwealth of Kentucky and pay any related recording fees, transfer taxes and documentary stamps.
3.7. Purchase Price Allocation. As soon as reasonably practicable after the Closing, Buyer shall prepare and deliver a schedule (the “Allocation Schedule”) to Seller showing the allocation of the aggregate value of the Consideration, the Assumed Liabilities and any other items properly treated as consideration or purchase price for federal income tax purposes on the Closing Date. Seller shall accept such schedule and the Parties shall file all tax returns and information reports regarding this transaction in a manner consistent with the Allocation Schedule.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller hereby represents and warrants to Buyer that:
4.1. Organization. Seller is a limited liability company duly organized and validly existing and in good standing under the laws of the Seller’s state of organization.
4.2. Authority. Seller has the full power and authority to execute, deliver, and carry out the terms and provisions of this Agreement and the other documents contemplated hereby to which Seller is a party and to perform its obligations hereunder and thereunder.
4.3. Authorization. The execution, delivery and performance of this Agreement and all of the other agreements and instruments contemplated hereby to which Seller is a party have been duly authorized by Seller and no act or other proceeding on the party of Seller is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby and consummation of the transactions contemplated hereby or thereby.
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4.4. Execution. This Agreement has been duly executed and delivered by Seller and constitutes a valid and binding obligation of Seller, enforceable in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which Seller is a party, when executed and delivered by Seller, in accordance with the terms hereof and thereof, shall have been duly executed and delivered by Seller and shall each constitute a valid and binding obligation of Seller, enforceable in accordance with their respective terms and conditions.
4.5. No Conflicts. The execution, delivery and performance by Seller of this Agreement and the other agreements contemplated hereby do not and will not in any material respect violate, conflict with or result in a breach of any provision of the organizational documents, result in a violation or breach of any material contract of Seller, or violate or conflict with any Applicable Law.
4.6. Consents. Except as set forth in Schedule 4.6, there are no prohibitions on assignment or requirements to request or obtain consent from any third party that are required in connection with the consummation of the transactions contemplated by this Agreement by Seller. To the extent that there are any consents set forth in Schedule 4.6 that are not obtained prior to the Closing Date, then the Parties shall cooperate together in good faith to obtain such consents as promptly as practicable after the Closing.
4.7. No Actions. There are no Actions pending or, to the knowledge of Seller, threatened by or against Seller and affecting the Purchased Assets, at law or in equity. There are no Actions pending or, to the knowledge of Seller, threatened by or against Seller which challenge the validity or enforceability of this Agreement or seek to rescind the transactions contemplated hereby.
4.8. Brokers or Finders Fees. No broker, investment banker, financial advisory firm or other person, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with this Agreement or the transactions contemplated hereby or thereby based upon arrangements made by or on behalf of Seller.
4.9. Real Property. Seller is selling its title to the Owned Real Property “as-is” without any special warranties, other than the Owned Real Property is free and clear of Encumbrances (other than Permitted Encumbrances), created by, through and under Seller. Seller has delivered or made available to Buyer true, complete and correct copies of the material deeds, leases and other agreements by which Seller acquired or disposed of rights related to the Owned Real Property. There is no pending or threatened condemnation or eminent domain proceedings against Seller, the Owned Real Property, or any part thereof.
4.10. Environmental Matters. Seller, to its knowledge, is in material compliance with all Environmental Laws, and has not caused a release or discharge of any Hazardous Materials on, under, in, from, or about the Owned Real Property that has resulted in material contamination in the soils, surface water, groundwater or sediments on, under or adjacent to the Owned Real Property.
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4.11. Taxes. All Taxes due and owing by Seller have been, or will be, timely paid. No extensions or waivers of statutes of limitations have been given or requested with respect to any Taxes of Seller. All tax returns required to be filed by Seller for any tax periods prior to Closing have been, or will be, timely filed. Such tax returns are, or will be, true, complete, and correct in all respects. There are no Encumbrances for taxes upon any of the Purchased Assets nor is any taxing authority in the process of imposing any Encumbrances for Taxes on any of the Purchased Assets (other than for current taxes not yet due and payable and all disclosed past due taxes).
4.12. Disclaimers. Except for the limited representations and warranties set forth in this Article IV, none of Seller or Seller Indemnified Parties makes any representations or warranties, express or implied, and Seller expressly disclaims all liability and responsibility for any representation, warranty, statement or information made or communicated to Buyer.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer hereby represents and warrants to Seller that:
5.1. Organization. Buyer is a limited liability company duly organized and validly existing and in good standing under the laws of Buyer’s state of organization.
5.2. Authority. Buyer has the full power and authority to execute, deliver, and carry out the terms and provisions of this Agreement and the other documents contemplated hereby to which Buyer is a party and to perform its obligations hereunder and thereunder.
5.3. Authorization. The execution, delivery and performance of this Agreement and all of the other agreements and instruments contemplated hereby to which Buyer is a party have been duly authorized by Buyer and no act or other proceeding on the party of Buyer is necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby and consummation of the transactions contemplated hereby or thereby.
5.4. Execution. This Agreement has been duly executed and delivered by Buyer and constitutes a valid and binding obligation of Buyer, enforceable in accordance with its terms, and each of the other agreements and instruments contemplated hereby to which Buyer is a party, when executed and delivered by Buyer, in accordance with the terms hereof and thereof, shall have been duly executed and delivered by Buyer and shall each constitute a valid and binding obligation of Buyer, enforceable in accordance with their respective terms and conditions.
5.5. No Conflicts. The execution, delivery and performance by Buyer of this Agreement and the other agreements contemplated hereby do not and will not in any material respect violate, conflict with or result in a breach of any provision of the organizational documents, result in a violation or breach of any material contract of Buyer, or violate or conflict with any Applicable Law.
5.6. Consents. Except as set forth in Schedule 5.6, there are no prohibitions on assignment or requirements to request or obtain consent from any third party that are required in connection with the consummation of the transactions contemplated by this Agreement by Buyer.
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5.7. No Actions. There are no Actions pending or, to the knowledge of Buyer, threatened by or against Buyer and affecting the Purchased Assets, at law or in equity. There are no Actions pending or, to the knowledge of Buyer, threatened by or against Buyer which challenge the validity or enforceability of this Agreement or seek to rescind the transactions contemplated hereby.
5.8. Brokers or Finders Fees. No broker, investment banker, financial advisory firm or other person, is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with this Agreement or the transactions contemplated hereby or thereby based upon arrangements made by or on behalf of Buyer.
5.9. Disclaimers. Except for the limited representations and warranties set forth in this Article V, none of Buyer or Buyer Indemnified Parties makes any representations or warranties, express or implied, and Buyer expressly disclaims all liability and responsibility for any representation, warranty, statement or information made or communicated to Seller.
ARTICLE VI
REMEDIES AND INDEMNIFICATION
6.1. Survival Periods. The representations and warranties in this Agreement and the Schedules and Exhibits attached hereto, and the associated rights of indemnification with respect to Seller or Buyer, as the case may be, shall survive the Closing and terminate on the date which is the twenty-four (24) month anniversary of the Closing Date. Notwithstanding the foregoing, fundamental representations made by Seller in Section 4.1 through Section 4.6 (“Seller Fundamental Reps”), and fundamental representations made by Buyer in Section 5.1 through Section 5.6 (“Buyer Fundamental Reps”), shall survive indefinitely.
6.2. Indemnification by Seller. Subject to the limitations of this Article VI, from and after the Closing, Seller shall indemnify Buyer, its Affiliates and their respective stockholders, members, officers, managers, directors, employees, agents, partners, representatives, successors and assigns (collectively, the “Buyer Indemnified Parties”) and hold them harmless against the following:
(a) Any Losses arising out of any breach by Seller of any representation or warranty made by Seller in Article IV of this Agreement, or in any other related agreement entered into in connection with the transaction contemplated hereunder;
(b) Any Losses arising out of any breach by Seller of any covenant or agreement made by Seller in this Agreement, or in any other related agreement entered into in connection with the transaction contemplated hereunder;
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(c) Any Losses arising out of any assets that are Excluded Assets under this Agreement; or
(d) Any Losses arising out of any liabilities that are Retained Liabilities under this Agreement;
provided, however, that the aggregate liability of Seller under this Section 6.2 shall not exceed $1,000,000 (the “Seller Indemnification Cap”) for breaches under Article IV other than breaches of Seller Fundamental Reps, and $3,000,000 (the “Seller Maximum Cap”) for breaches of Seller Fundamental Reps.
6.3. Indemnification by Buyer. Subject to the limitations of this Article VI, from and after the Closing, Buyer shall indemnify Seller, its Affiliates and their respective stockholders, members, officers, managers, directors, employees, agents, partners, representatives, successors and assigns (collectively, the “Seller Indemnified Parties”) and hold them harmless against the following:
(a) Any Losses arising out of any breach by Buyer of any representation or warranty made by Buyer in Article V of this Agreement, or in any other related agreement entered into in connection with the transaction contemplated hereunder;
(b) Any Losses arising out of any breach by Buyer of any covenant or agreement made by Buyer in this Agreement, or in any other related agreement entered into in connection with the transaction contemplated hereunder;
(c) Any Losses arising out of any assets that are Purchased Assets under this Agreement;
(d) Any Losses arising out of any liabilities that are Assumed Liabilities under this Agreement;
provided, however, that the aggregate liability of Buyer under this Section 6.3 shall not exceed $1,000,000 (the “Buyer Indemnification Cap”) for breaches under Article V other than breaches of Buyer Fundamental Reps, and $3,000,000 (the “Buyer Maximum Cap”) for breaches of Buyer Fundamental Reps.
6.4. Defense of Third-Party Claims. In the event of a claim by a third party against any Buyer Indemnified Party or Seller Indemnified Party, such Buyer Indemnified Party or Seller Indemnified Party (an “Indemnitee”), to the extent that it is seeking or making a claim for indemnification under this Article VI, shall notify (i) Buyer, if indemnity is sought from it or any Buyer Indemnified Party, or (ii) Seller, if indemnity is sought from it or any Seller Indemnified Party (the Party against whom the indemnification claim is asserted, as the case may be, the “Indemnitor”), of the claim in writing within fifteen (15) days after receiving written notice of any action, lawsuit, proceeding, investigation or other claim against it, describing the claim, the amount thereof (if known and quantifiable) and the basis thereof; provided, that the failure to provide such notification hereunder shall not relieve the Indemnitor of its obligations hereunder. Any Indemnitor shall be entitled to participate in the defense of such action, lawsuit, proceeding, investigation or other claim giving rise to an Indemnitee’s claim for indemnification or reimbursement at its own expense, and at its option, shall be entitled to assume the defense thereof by appointing a recognized and reputable counsel reasonably acceptable to the Indemnitee to be the lead counsel in connection with such defense.
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6.5. Direct Claims. Any claim by an Indemnitee on account of a Loss which does not result from a third-party claim described in Section 6.4 (a “Direct Claim”) shall be asserted by the Indemnitee giving the Indemnitor written notice (with reasonable detail included in such notice, from which Indemnitor may reasonably determine the veracity of the alleged Loss) within thirty (30) days of Indemnitee obtaining actual knowledge of such alleged Loss. The failure to so notify the Indemnitor shall not relieve the Indemnitor of its obligations hereunder except to the extent (and only to the extent that) such failure shall have caused the damages for which the Indemnitor is obligated to be greater than the amount such damages would have been had the Indemnitee given the Indemnitor prompt notice hereunder. Such notice by the Indemnitee shall describe the Direct Claim, the amount thereof (if known and quantifiable) and the basis thereof. The Indemnitor shall have fifteen (15) days after its receipt of such notice to respond in writing to such Direct Claim. If the Indemnitor does not so respond within such fifteen (15) day period, or objects to the Direct Claim or otherwise fails or refuses to indemnify the Indemnitee with respect to the Direct Claim, then the Indemnitor shall be deemed to have rejected such claim, in which case the Indemnitee shall be free to pursue such remedies as may be available to the Indemnitee on the terms and subject to the provisions of this Agreement.
6.6. Mitigation. In the event of any breach giving rise to an indemnification obligation under this Article VI, each Party agrees to use commercially reasonable efforts to mitigate any Loss, liability or damage which forms the basis of a claim hereunder or in connection with the transactions contemplated hereby, including responding to such claims or liabilities in the same manner as the applicable Party would respond to such claims or liabilities in the absence of the indemnification provisions of this Agreement.
6.7. Exclusive Remedy. The indemnification obligations set forth this Article VI shall be the sole and exclusive remedy for the recovery of Losses resulting from, relating to or arising out of this Agreement and the Schedules and Exhibits attached hereto.
ARTICLE VII
MISCELLANEOUS
7.1. Amendment and Waiver. This Agreement may be amended, and any provision of this Agreement may be waived upon the written agreement of Seller and Buyer. No course of dealing between Seller and Buyer shall be deemed effective to modify, amend or discharge any part of this Agreement. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions, whether or not similar, nor shall any waiver constitute a continuing waiver.
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7.2. Notices. All notices, requests, demands and other communications permitted or required to be given under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given (i) when personally delivered, (ii) when sent by electronic mail, (iii) one Business Day after being sent by reputable overnight express courier, or (iv) three Business Days following mailing by certified or registered mail, postage prepaid and return receipt requested. Unless another address is specified in writing, notices, requests, demands and communications to the Parties shall be sent to the addresses indicated below:
Notices to Seller:
Continental Land Co., LLC
200 Park Avenue, Suite 400
Orange Village, Ohio 44122
Attn: Joseph E. LoConti, Manager
Notices to Buyer:
Range Bluegrass Land, LLC
200 Park Avenue, Suite 400
Orange Village, Ohio 44122
Attn: Michael Cavanaugh, CEO
With a mandatory copy to (which shall not constitute notice):
UB Greensfelder LLP
1660 West 2nd Street, Suite 1100
Cleveland, Ohio 44113
Attn: Howard Groedel
7.3. Successors and Assigns. The Agreement and all of the rights, interests or obligations hereunder, by or on behalf of any of the Parties, shall bind and inure to the benefit of the respective heirs, successors and assigns of the Parties whether so expressed or not. Seller may assign its rights and obligations hereunder, in whole or in part, without the consent of Buyer, to an Affiliate of Seller. Buyer may assign its rights and obligations, in whole or in part, without the consent of Seller, to an Affiliate of Buyer or to a purchaser of the Buyer’s common stock or all or substantially all of Buyer’s assets, provided such purchaser would assume all material rights and obligations under this Agreement.
7.4. Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under Applicable Law, but if any provision of this Agreement is held to be prohibited by or invalid under Applicable Law, then such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
7.5. No Third-Party Beneficiaries. Nothing herein expressed or implied is intended or shall be construed to confer upon or give to any person other than the Parties and their respective permitted successors and assigns, any rights or remedies under or by reason of this Agreement.
7.6. Complete Agreement. This Agreement and the agreements and documents referred to herein contain the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, whether written or oral, relating to such subject matter in any way.
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7.7. Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of Ohio without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Ohio.
7.8. Jurisdiction. Any legal suit, action or proceeding arising out of, based upon or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Ohio, in each case located in Cuyahoga County, Ohio, 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 in accordance with Section 7.2 shall be effective service of process for any suit, action or proceeding brought in any such court. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or proceeding in sch 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.
7.9. Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LITIGATION, ACTION, PROCEEDING, CROSS-CLAIM, OR COUNTERCLAIM IN ANY COURT (WHETHER BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, RELATING TO OR IN CONNECTION WITH (I) THIS AGREEEMENT OR THE VALIDITY, PERFORMANCE, INTERPRETATION, COLLECTION OR ENFORCEMENT HEREOF OR (II) THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, AUTHORIZATION, EXECUTION, DELIVERY, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREUNDER.
7.10. Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by the Parties in accordance with their specific terms or were otherwise breached by a Party. Each Party expressly waives any requirement that the other Party obtain any bond or provide any indemnity in connection with any action seeking injunctive relief or specific enforcement of the provisions of this Agreement.
7.11. Further Assurances. The Parties hereby agree that, at any time after the Closing Date, each Party will execute and deliver, or cause to be executed and delivered, such further instruments, documents, and assurances, and take such further actions as may be reasonably requested by the other Party to carry out the purposes and intent of this Agreement and all related agreements, instruments and documents contemplated herein.
7.12. Counterparts and Electronic Delivery. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Any such counterpart, to the extend delivered in PDF format attached to electronic mail, shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.
* * * * *
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by their duly authorized representatives as of the Effective Date.
| SELLER: | ||
| CONTINENTAL LAND CO., LLC, | ||
| an Ohio limited liability company | ||
| By: | ||
| Name: | Joseph E. LoConti | |
| Its: | Manager | |
| BUYER: | ||
| RANGE BLUEGRASS LAND, LLC, | ||
| an Ohio limited liability company | ||
| By: | ||
| Name: | Michael R. Cavanaugh | |
| Its: | Chief Executive Officer | |
EXHIBIT A
RECKONING PERMITS
Schedule 2.1(a)
Owned Real Property
Owned Real Property shall include all the real property acquired by Buyer pursuant to the following deeds in Floyd, Letcher and Pike Counties, Kentucky:
Source Deeds and Grantor’s Deeds: JX21 – Floyd County, Kentucky
Source Deed (JX21): Deed, dated as of September 27, 2019, by and between Pike-Letcher Land LLC, a Kentucky limited liability company f/k/a Pike-Letcher Land Company, a Chapter 11 debtor in bankruptcy and debtor-in-possession of the bankruptcy estate, having an address of P.O. Box 2100, Pikeville, Kentucky 41502-2100 (referenced therein as “Grantor”), and Pike Elkhorn Land Company, LLC, a Kentucky limited liability company, having an address of 1023 White Drive, Delray Beach, Florida 33483 (referenced therein as “Grantee”) recorded on August 6, 2020 in Deed Book 656, Page 168 in the office of the County Clerk of Floyd County, Kentucky.
Grantor’s Deed (JX21): Quitclaim Deed, dated as of July 21, 2022, by and between Pike Elkhorn Land Company, LLC, a Kentucky limited liability company, having an address of 1023 White Drive, Delray Beach, Florida 33483 (referenced therein as “Grantor”), and Continental Land Co., LLC, an Ohio limited liability company, having an address of 200 Park Avenue, Suite 400, Orange Village, Ohio 44122, (referenced therein as “Grantee”) recorded on December 27, 2023 in Deed Book 688, Page 461 in the office of the County Clerk of Floyd County, Kentucky.
Source Deeds and Grantor’s Deeds: JX17 – Letcher County, Kentucky
Source Deed (JX17): Deed, dated as of September 27, 2019, by and between PLM Holding Company LLC, a Kentucky limited liability company f/k/a TECO Coal LLC, f/k/a TECO Coal Corporation, a Chapter 11 debtor in bankruptcy and debtor-in-possession of the bankruptcy estate, having an address of P14888 Ferrells Creek Road, Belcher, Kentucky 41513 (referenced therein as “Grantor”), and Pike Elkhorn Land Company, LLC, a Kentucky limited liability company, having an address of 1023 White Drive, Delray Beach, Florida 33483 (referenced therein as “Grantee”) recorded on July 27, 2020 in Deed Book 448, Page 641 in the office of the County Clerk of Letcher County, Kentucky.
Source Deed (JX17): Deed, dated as of September 27, 2019, by and between Pike-Letcher Land LLC, a Kentucky limited liability company f/k/a Pike-Letcher Land Company, a Chapter 11 debtor in bankruptcy and debtor-in-possession of the bankruptcy estate, having an address of P.O. Box 2100 Pikeville, Kentucky 41502-2100 (referenced therein as “Grantor”), and Pike Elkhorn Land Company, LLC, a Kentucky limited liability company (referenced therein as “Grantee”) recorded on July 27, 2020 in Deed Book 448, Page 629 in the office of the County Clerk of Letcher County, Kentucky.
Grantor’s Deed (JX17): Quitclaim Deed, dated as of July 21, 2022, by and between Pike Elkhorn Land Company, LLC, a Kentucky limited liability company, having an address of 1023 White Drive, Delray Beach, Florida 33483 (referenced therein as “Grantor”), and Continental Land Co., LLC, an Ohio limited liability company, having an address of 200 Park Avenue, Suite 400, Orange Village, Ohio 44122, (referenced therein as “Grantee”) recorded on December 21, 2023 in Deed Book D463, Page 859 in the office of the County Clerk of Letcher County, Kentucky.
Grantor’s Deed of Correction (JX17): Deed of Correction, dated as of July 31, 2024, by and between Pike Elkhorn Land Company, LLC, a Kentucky limited liability company, having an address of 1023 White Drive, Delray Beach, Florida 33483, by its attorney-in-fact Continental Heritage Insurance Company, pursuant to the Power of Attorney conveyed in Paragraph VIII/C of that certain General Indemnity Agreement dated September 27, 2019 and joined by Grantor pursuant to that certain Joinder to General Indemnity Agreement dated as of December 13, 2021 (referenced therein as “Grantor”), and Continental Land Co., LLC, an Ohio limited liability company, having an address of 200 Park Avenue, Suite 400, Orange Village, Ohio 44122, (referenced therein as “Grantee”) recorded on August 6, 2024 in Deed Book D466, Page 829 in the office of the County Clerk of Letcher County, Kentucky.
Source Deeds and Grantor’s Deeds: JX22 – Letcher County, Kentucky
Source Deed (JX22): Deed, dated as of September 27, 2019, by and between Pike-Letcher Land LLC, a Kentucky limited liability company f/k/a Pike-Letcher Land Company, a Chapter 11 debtor in bankruptcy and debtor-in-possession of the bankruptcy estate, having an address of P.O. Box 2100, Pikeville, Kentucky 41502-2100 (referenced therein as “Grantor”), and Pike Elkhorn Land Company, LLC, a Kentucky limited liability company, having an address of 1023 White Drive, Delray Beach, Florida 33483 (referenced therein as “Grantee”) recorded on September 23, 2020 in Deed Book 449, Page 562 in the office of the County Clerk of Letcher County, Kentucky.
Grantor’s Deed (JX22): Quitclaim Deed, dated as of July 21, 2022, by and between Pike Elkhorn Land Company, LLC, a Kentucky limited liability company, having an address of 1023 White Drive, Delray Beach, Florida 33483 (referenced therein as “Grantor”), and Continental Land Co., LLC, an Ohio limited liability company, having an address of 200 Park Avenue, Suite 400, Orange Village, Ohio 44122, (referenced therein as “Grantee”) recorded on December 21, 2023 in Deed Book D463, Page 863 in the office of the County Clerk of Letcher County, Kentucky.
The property covered by the JX17 and JX22 deeds in Letcher County, Kentucky does not include the rights and interests previously conveyed by Pike Elkhorn Land Company, LLC to third parties pursuant to the following instruments:
a. Selloff Deed (JX17 and JX22): Deed, dated as of November 5, 2021, by and between Pike Elkhorn Land Company, LLC, a Kentucky limited liability company, having an address of 1023 White Drive, Delray Beach, Florida 33483 (referenced therein as “Grantor”), and Robert Carson Tucker, having an address of P.O. Box 564, Jenkins, Kentucky 41537 (referenced therein as “Grantee”) recorded on November 19, 2021 in Deed Book 454, Page 365 in the office of the County Clerk of Letcher County, Kentucky.
b. Selloff Deed (JX17 and JX22): Deed, dated as of August 13, 2021, by and between Pike Elkhorn Land Company, LLC, a Kentucky limited liability company, having an address of 1023 White Drive, Delray Beach, Florida 33483 (referenced therein as “Grantor”), and EKY Heritage Foundation, Inc., having an address of 51 Highway 2034, Whitesburg, Kentucky 41858 (referenced therein as “Grantee”) recorded on August 13, 2021 in Deed Book 453, Page 220 in the office of the County Clerk of Letcher County, Kentucky.
c. Selloff Deed (JX17 and JX22): Deed, dated as of October 30, 2020, by and between Pike Elkhorn Land Company, LLC, a Kentucky limited liability company, having an address of 1023 White Drive, Delray Beach, Florida 33483 (referenced therein as “Grantor”), and Freddy and Rhonda Johnson, having an address of 291 Highway 3409, McRoberts, Kentucky 41835 (referenced therein as “Grantee”) recorded on December 2, 2020 in Deed Book 450, Page 479 in the office of the County Clerk of Letcher County, Kentucky.
d. Selloff Deed (JX17 and JX22): Deed, dated as of October 20, 2020, by and between Pike Elkhorn Land Company, LLC, a Kentucky limited liability company, having an address of 1023 White Drive, Delray Beach, Florida 33483 (referenced therein as “Grantor”), and Jeffrey Cornett, having an address of P.O. Box 322, Jenkins, Kentucky 41537 (referenced therein as “Grantee”) recorded on December 7, 2020 in Deed Book 450, Page 507 in the office of the County Clerk of Letcher County, Kentucky.
e. Selloff Deed (JX17 and JX22): Deed, dated as of September 4, 2020, by and between Pike Elkhorn Land Company, LLC, a Kentucky limited liability company, having an address of 1023 White Drive, Delray Beach, Florida 33483 (referenced therein as “Grantor”), and Victor Mullins, widower, having an address of P.O. Box 299, McRoberts, Kentucky 41835 (referenced therein as “Grantee”) recorded on September 25, 2020 in Deed Book 449, Page 614 in the office of the County Clerk of Letcher County, Kentucky.
Source Deeds and Grantor’s Deeds: JX18 – Pike County, Kentucky
Source Deed (JX18): Deed, dated as of September 27, 2019, by and between Pike-Letcher Land LLC, a Kentucky limited liability company f/k/a Pike-Letcher Land Company, a Chapter 11 debtor in bankruptcy and debtor-in-possession of the bankruptcy estate, having an address of P.O. Box 2100, Pikeville, Kentucky 41502-2100 (referenced therein as “Grantor”), and Pike Elkhorn Land Company, LLC, a Kentucky limited liability company, having an address of 1023 White Drive, Delray Beach, Florida 33483 (referenced therein as “Grantee”) recorded on July 30, 2020 in Deed Book 1091, Page 460 in the office of the County Clerk of Pike County, Kentucky.
Grantor’s Deed (JX18): Quitclaim Deed, dated as of July 21, 2022, by and between Pike Elkhorn Land Company, LLC, a Kentucky limited liability company, having an address of 1023 White Drive, Delray Beach, Florida 33483 (referenced therein as “Grantor”), and Continental Land Co., LLC, an Ohio limited liability company, having an address of 200 Park Avenue, Suite 400, Orange Village, Ohio 44122, (referenced therein as “Grantee”) recorded on December 21, 2023 in Deed Book 1135, Page 230 in the office of the County Clerk of Pike County, Kentucky.
Source Deeds and Grantor’s Deeds: JX19 – Pike County, Kentucky
Source Deed (JX19): Deed, dated as of September 27, 2019, by and between Cambrian Coal LLC, a Kentucky limited liability company f/k/a Cambrian Coal Corporation, f/k/a Willow Creek Mining, Inc., a Chapter 11 debtor in bankruptcy and debtor-in-possession of the bankruptcy estate, having an address of P.O. Box 2100, Pikeville, Kentucky 41502-2100 (referenced therein as “Grantor”), and Pike Elkhorn Land Company, LLC, a Kentucky limited liability company, having an address of 1023 White Drive, Delray Beach, Florida 33483 (referenced therein as “Grantee”) recorded on July 30, 2020 in Deed Book 1091, Page 486 in the office of the County Clerk of Pike County, Kentucky.
Grantor’s Deed (JX19): Quitclaim Deed, dated as of July 21, 2022, by and between Pike Elkhorn Land Company, LLC, a Kentucky limited liability company, having an address of 1023 White Drive, Delray Beach, Florida 33483 (referenced therein as “Grantor”), and Continental Land Co., LLC, an Ohio limited liability company, having an address of 200 Park Avenue, Suite 400, Orange Village, Ohio 44122, (referenced therein as “Grantee”) recorded on December 21, 2023 in Deed Book 1135, Page 234 in the office of the County Clerk of Pike County, Kentucky.
Source Deeds and Grantor’s Deeds: JX20 – Pike County, Kentucky
Source Deed (JX20): Deed, dated as of September 27, 2019, by and between T.C. Leasing, Inc., a Kentucky corporation, a Chapter 11 debtor in bankruptcy and debtor-in-possession of the bankruptcy estate, having an address of P.O. Box 2100, Pikeville, Kentucky 41502-2100 (referenced therein as “Grantor”), and Pike Elkhorn Land Company, LLC, a Kentucky limited liability company, having an address of 1023 White Drive, Delray Beach, Florida 33483 (referenced therein as “Grantee”) recorded on July 30, 2020 in Deed Book 1091, Page 449 in the office of the County Clerk of Pike County, Kentucky.
Grantor’s Deed (JX20): Quitclaim Deed, dated as of July 21, 2022, by and between Pike Elkhorn Land Company, LLC, a Kentucky limited liability company, having an address of 1023 White Drive, Delray Beach, Florida 33483 (referenced therein as “Grantor”), and Continental Land Co., LLC, an Ohio limited liability company, having an address of 200 Park Avenue, Suite 400, Orange Village, Ohio 44122, (referenced therein as “Grantee”) recorded on December 21, 2023 in Deed Book 1135, Page 238 in the office of the County Clerk of Pike County, Kentucky.
Source Deeds and Grantor’s Deeds: JX23 – Pike County, Kentucky
Source Deed (JX23): Deed, dated as of September 28, 2019, by and between Pike-Letcher Land LLC, a Kentucky limited liability company f/k/a Pike-Letcher Land Company, a Kentucky corporation, a Chapter 11 debtor in bankruptcy and debtor-in-possession of the bankruptcy estate, having an address of P.O. Box 2100, Pikeville, Kentucky 41502-2100 (referenced therein as “Grantor”), and Pike Elkhorn Land Company, LLC, a Kentucky limited liability company, having an address of 1023 White Drive, Delray Beach, Florida 33483 (referenced therein as “Grantee”) recorded on September 23, 2020 in Deed Book 1094, Page 396 in the office of the County Clerk of Pike County, Kentucky.
Grantor’s Deed (JX23): Quitclaim Deed, dated as of July 21, 2022, by and between Pike Elkhorn Land Company, LLC, a Kentucky limited liability company, having an address of 1023 White Drive, Delray Beach, Florida 33483 (referenced therein as “Grantor”), and Continental Land Co., LLC, an Ohio limited liability company, having an address of 200 Park Avenue, Suite 400, Orange Village, Ohio 44122, (referenced therein as “Grantee”) recorded on December 21, 2023 in Deed Book 1135, Page 242 in the office of the County Clerk of Pike County, Kentucky.
Schedule 2.1(b)
Owned Personal Property
Owned Personal Property shall include all buildings, facilities, improvements, infrastructure, fixtures, furniture, tools, office equipment, supplies, computers, telephones, motors, pumps, machinery, pipes, metal, tanks, boilers, materials and other personal property owned by Seller and located at the Premier-Cambrian Mines, including, without limitation, the items set forth below in this Exhibit A. For clarification purposes, all Excluded Assets set forth in Section 2.2 of this Agreement shall be expressly excluded from the personal property set forth in this Schedule 2.1(b).
Surface Equipment
1. Komatsu WA450-5L Loader (S/N: A36465)
2. Mack RD800 Lube Truck (S/N: IM2P278C6VM002041)
3. Mack RD800 Lube Truck (S/N: IM2P327C44M002460)
4. Mack RD800 Lube Truck (S/N: IM2P278C1VM002058)
5. Ford FL80 Bucket Truck (S/N: HG77281)
Burke Branch Coal Preparation Plant Facility
1. Raw Coal Handling System, including, without limitation:
a. One (1) 48-inch x 830 feet Raw Coal Conveyor No.1
b. One (1) Raw Coal Conveyor Reclaim Tunnel
c. One (1) Raw Coal Sizing Station
d. One (1) 42-inch x 505 feet Plant Feed Conveyor
2. 1000 tph Coal Preparation Plant, including, without limitation:
a. Two (2) 8 feet x 20 feet DD Raw Coal Screens
b. One (1) HM Bath
c. Two (2) 8 feet x 16 feet DD D&R CC Screens
d. One (1) 8 feet x 16 feet DD D&R Refuse Screen
e. One (1) CC Crushers
f. One (1) CC Centrifugal Dryer
g. Four (4) 8 feet x 16 feet SD Deslime Screens
h. Two (2) 33-inch Diameter HM Cyclones
i. Two (2) 6 feet x 20 feet DD Coarse HMC CC D&R Screen
j. Two (2) 6 feet x 20 feet DD Coarse HMC Refuse D&R Screen
k. One (1) Coarse HMC CC Centrifugal Dryer
l. One (1) Coarse HMC Refuse Centrifugal Dryer
m. Four (4) 26-inch Diameter HM Cyclones
n. Four (4) 8 feet x 16 feet DD SC HMC CC D&R Screen
o. Two (2) 6 feet x 16 feet SD SR HMC Refuse D&R Screen
p. Four (4) 40-inch SC HMC CC Centrifugal Dryers
q. Two (2) SR HMC Refuse Centrifugal Dryers
r. Eight (8) 15-inch Classifying Cyclones
s. Sixty-Six (66) Primary Triple Start Spirals
t. Four (4) Secondary Triple Start Spirals
u. Two (2) 5 feet x 12 feet Fine Coal Screens
v. Two (2) Fine Coal Centrifugal Dryers
w. Two (2) HF Fine Refuse Dewatering Screens
x. Eight (8) 10-inch Diameter Effluent Cyclones
y. Two (2) 36-inch x 72-inch Screen Bowl Centrifuges
z. One (1) 110 Diameter Thickener
aa. Two (2) 30-inch x 120-inch SD Magnetic Separators
bb. One (1) 36-inch x 120-inch DD Magnetic Separator
cc. One (1) 36-inch x 117-inch SD Magnetic Separator
dd. Sumps and Pumps
ee. Plant Substation
ff. Electrics and Controls
3. Clean Coal Handling and Railcar Loadout Facilities, including, without limitation:
a. One (1) 42-inch x 202 feet Clean Coal Conveyor No. 2
b. One (1) 42-inch x 165 feet Clean Coal Conveyor No. 3
c. One (1) 42-inch x 323 feet Clean Coal Conveyor No. 4
d. One (1) 42-inch x 157 feet Clean Coal Conveyor No. 5
e. Five (5) Direct Ship Truck Dumps
f. One (1) Direct Ship Sizing Stations
g. One (1) 48-inch x 135 feet Direct Ship No. 1 Conveyor
h. One (1) 48-inch x 135 feet Direct Ship No. 2 Conveyor
i. One (1) 48-inch x 25 feet Direct Ship No. 3 Conveyor
j. One (1) 48-inch x 25 feet Direct Ship No. 4 Conveyor
k. One (1) 48-inch x 300 feet Direct Ship No. 5 Conveyor
l. One (1) 48-inch x 165 feet Direct Ship No. 6 Conveyor
m. One (1) 48-inch x 165 feet Direct Ship No. 7 Conveyor
n. One (1) 48-inch x 155 feet Direct Ship No. 8 Conveyor
o. One (1) 48-inch x 270 feet Direct Ship No. 9 Conveyor
p. One (1) 48-inch x 300 feet Direct Ship No. 10 Conveyor
q. One (1) 30-inch x 397 feet Stoker Coal No. 1 Conveyor
r. One (1) 30-inch x 160 feet Stoker Coal No. 2 Conveyor
s. One (1) 30-inch x 230 feet Stoker Coal No. 3 Conveyor
t. One (1) 30-inch x 120 feet Stoker Coal No. 4 Conveyor
u. One (1) 36-inch x 170 feet Dry Stoker No. 1 Conveyor
v. One (1) 36-inch x 142 feet Dry Stoker No. 2 Conveyor
w. One (1) 36-inch x 90 feet Dry Stoker No. 3 Conveyor
x. One (1) 36-inch x 120 feet Dry Stoker No. 4 Conveyor
y. One (1) 36-inch x 87 feet Dry Stoker No. 5 Conveyor
z. One (1) 36-inch x 50 feet Dry Stoker No. 6 Conveyor
aa. One (1) 48-inch x 85 feet Dry Stoker No. 7 Conveyor
bb. One (1) 42-inch x 202 feet Middling No. 1 Conveyor
cc. One (1) 48-inch x 300 feet Middling No. 2 Conveyor
dd. One (1) 36-inch x 140 feet Middling No. 3 Conveyor
ee. One (1) 36-inch x 80 feet Middling No. 4 Conveyor
ff. Six (6) Clean Coal Stacking Tubes
gg. One (1) 72-inch x 1,385 feet Loadout Conveyor
hh. One (1) Loadout Conveyor Reclaim Tunnel
ii. One (1) Batch Weight Loadout System
4. Refuse Handling System, including, without limitation:
a. One (1) 36-inch x 560 feet Refuse Conveyor No. 1
b. One (1) 36-inch x 250 feet Refuse Conveyor No. 2
c. One (1) 42-inch x 1,500 feet Refuse Conveyor No. 3
d. One (1) 42-inch x 1,200 feet Refuse Conveyor No. 4
e. One (1) 42-inch x 1,200 feet Refuse Conveyor No. 5
f. One (1) 42-inch x 500 feet Refuse Conveyor No. 6
g. One (1) 42-inch x 1,500 feet Refuse Conveyor No. 7
h. One (1) 42-inch x 300 feet Refuse Conveyor No. 8
i. One (1) 150-ton Refuse Bin
5. Surface Facilities, including, without limitation
:
a. One (1) Plant Welding Shop
b. One (1) Welding Shop
c. One (1) Bolt Bin Warehouse
d. One (1) Spare Parts Inventory
* * * * * * * * * * * * * * * * * * * * * * * * * *
Schedule 4.6
Seller Consents
| 1. | Consent from the sole member and Manager of Seller authorizing the transactions contemplated by the Purchase and Sale Agreement. |
Schedule 5.6
Buyer Consents
| 1. | Consent of the Board of Range Impact, Inc., the sole member of Range Land, LLC, which in turn is the sole member of Buyer, authorizing the transactions contemplated by the Purchase and Sale Agreement. |
Exhibit 10.3
Execution Version
OPTION AGREEMENT
THIS OPTION AGREEMENT (this “Agreement”) is dated and made effective as of the 31st day of December, 2025 (the “Effective Date”) by and between RANGE BLUEGRASS LAND, LLC, an Ohio limited liability company (“Optionor”), and MRR CNG, LLC, a Connecticut limited liability company (“Optionee”). Optionor and Optionee may be referred to herein individually as a “Party” and collectively as the “Parties.”
WHEREAS, by Quitclaim Deeds dated July 21, 2022, and recorded in the deed records of Pike County, Kentucky in Deed Book 1135, at Page 230, Deed Book 1135, at Page 234, Deed Book 1135, at Page 238, and Deed Book 1135, at Page 242, Pike Elkhorn Land Company, LLC, a Kentucky limited liability company, conveyed unto Continental Land Co., LLC, an Ohio limited liability company (“Continental Land”), various tracts or parcels of land, including the Option Property (as defined below);
WHEREAS, Optionor entered into a Purchase and Sale Agreement (the “PSA”), dated as of the date hereof, with Continental Land, whereby Optionor acquired real and personal property interests in Floyd, Letcher, and Pike Counties, Kentucky commonly associated with the Premier Elkhorn and Cambrian Coal mining operations (the “Premier-Cambrian Mines”), including the Option Property;
WHEREAS, Reckoning Reclamation, LLC, an Ohio limited liability company (“Reckoning”), owns forty-three (43) permits associated with the Premier-Cambrian Mines, which are set forth on Exhibit A attached hereto (the “Reckoning Permits”), and certain of the Reckoning Permits cover the Option Property;
WHEREAS, Continental Heritage Insurance Company, a Florida domiciled insurance company headquartered in Cleveland, Ohio (“CHIC”), entered into a General Indemnity Agreement (the “Reckoning GIA”), dated December 20, 2023, with Reckoning and Continental Land, whereby CHIC issued reclamation bonds to Reckoning in the amounts set forth on Exhibit A attached hereto (the “Reclamation Bonds”), as required by the Kentucky Department for Natural Resources in connection with the transfer of the Reckoning Permits to Reckoning;
WHEREAS, under the Reckoning GIA, Continental Land agreed to pledge all its owned real and personal property associated with the Premier-Cambrian Mines as collateral for the Reclamation Bonds;
WHEREAS, under the PSA, Continental Land transferred all its owned real and personal property associated with the Premier-Cambrian Mines to Optionor, and concurrently, Optionor entered into a Joinder Agreement (“GIA Joinder”), dated as of the date hereof, with CHIC and Reckoning, whereby the Optionor agreed to join the Reckoning GIA as an “Indemnitor” (as defined therein) and pledge all the real and personal property of the Premier-Cambrian Mines acquired under the PSA as collateral for the Reclamation Bonds;
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WHEREAS, under Section 3.3 of the PSA, Optionor agreed to be responsible for the oversight, management and release of the Reckoning Permits (defined therein and herein as the “Reckoning Permits Contingent Liability”), which responsibilities shall include paying for the costs of the Reclamation Liabilities (as defined therein) for each permit set forth on Exhibit A attached hereto, until one of the conditions set forth in Section 3.3 of the PSA has been satisfied for each such individual Reckoning Permit;
WHEREAS, once the Reckoning Permits Contingent Liability has been fully, completely and unconditionally eliminated for each of the Reckoning Permits and the associated Reckoning Bonds set forth on Exhibit A attached hereto, Optionor would have no further obligation or liability to CHIC or Reckoning under the Reckoning GIA (the “Final Reclamation Completion Date”); and
WHEREAS, Optionor desires to grant to Optionee, and Optionee desires to acquire from Optionor, the option and exclusive right to purchase the Option Property upon the terms and subject to the conditions set forth herein.
NOW, THEREFORE, for and in consideration of the sum of Five Hundred Thousand Dollars ($500,000.00) cash in hand paid (the “Option Fee”), and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties do hereby, with the intent of being legally bound, covenant and agree as follows:
1. Grant of Option. Upon the terms and subject to the conditions set forth herein, Optionor grants to Optionee the sole, exclusive, and irrevocable right and option (the “Option”) to purchase and acquire the surface only of those tracts or parcels of land described as containing 1,500 acres, more or less, situated in Pike County, Kentucky, being depicted on the maps attached hereto as Exhibit B, and any other property rights, including, without limitation, the use of all mineral and subsurface estates underlying such tracts or parcels of land deemed necessary or desirable by Optionee for purposes of constructing and/or operating a landfill, together with all beneficial easements, rights-of-way, privileges, rights and appurtenances pertaining thereto and all beneficial rail and utility infrastructure (the “Option Property”). Optionor and Optionee agree that upon completion of final engineering and prior to the expiration of the Option Term (as defined below), Optionee may, in its sole discretion and expense, obtain a boundary survey of the Option Property. If obtained, such survey description will definitively locate and describe the Option Property, and this final description will be used for the deed at the Closing (as defined below). The Parties acknowledge that Exhibit B depicts the approximate location of the Option Property and that the Option Property shall consist of 1,500 acres, more or less; provided, that the final boundary site survey description may increase or decrease such acreage as Optionee deems necessary or desirable for the development and operation of a landfill. Optionee shall have the right to cut, remove, and use all timber on the Option Property in the construction and operation of a landfill after its exercise of the Option and execution of the Purchase Agreement. The Option Property shall not include, and Optionor shall except and reserve unto itself, its successors and assigns, at the Closing (a) all coal, oil, gas, and other minerals within and underlying the Option Property, except for any such mineral rights in, on, or under the Option Property that Optionee deems necessary or desirable to construct or operate a landfill (the “Reserved Minerals”); (b) all timber located on the Option Property (the “Reserved Timber”), subject to Optionee’s foregoing rights to cut, remove permanently or otherwise, and use such timber after its exercise of the Option and execution of the Purchase Agreement; and (c) all buildings, infrastructure, facilities, improvements, equipment, and all other personal property located on the Option Property, except for any such beneficial rail or utility infrastructure that Optionee deems necessary or desirable to construct or operate a landfill (the “Reserved Facilities”).
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2. Term of Option. The term of the Option granted herein shall commence upon the Effective Date and shall terminate as of 5:00 p.m. E.S.T. on the sixth (6th) anniversary of the Effective Date (the “Initial Term”), unless duly extended, exercised, or sooner terminated as provided in this Agreement.
3. Extension of Term. Provided that Optionee is not then in default under this Agreement, Optionee shall have the right to extend the Initial Term, at no additional cost, for up to two (2) successive periods of six (6) months each (each, an “Extended Term”) by providing written notice to Optionor of Optionee’s intention to extend the term of the Option prior to the expiration of the then-current term. The Initial Term and the Extended Term(s), if any, are referred to herein as the “Option Term.”
4. Exercise of Option.
a. Election Notice. At any time prior to the expiration of the Option Term, Optionee may exercise the Option, in its sole discretion, by timely sending Optionor a written notice of Optionee’s election to exercise the Option (the “Election Notice”). The Election Notice shall specify the Option Property that Optionee has elected to acquire and the date on which Optionee proposes to consummate such purchase (the “Closing”).
b. Purchase Agreement. Optionee shall, within thirty (30) days of the delivery of the Election Notice, deliver to Optionor a proposed Purchase and Sale Agreement for the sale of the Option Property (the “Purchase Agreement”). Optionor and Optionee shall negotiate the form of Purchase Agreement in good faith; provided, however, that Optionor and Optionee agree that the Purchase Agreement shall include the following terms: (a) the purchase price for the Option Property to be acquired by Optionee (the “Purchase Price”) shall be determined on a per acre basis based on (i) that certain real property appraisal of vacant surface land in Floyd, Pike and Letcher Counties, Kentucky, dated December 18, 2025, conducted by Wayne Levering (the “Appraisal”), or (ii) such other method as may be mutually agreed upon by the Parties; (b) the Purchase Price shall be subject to proportionate reduction where Optionor owns a lesser interest than the entire title; (c) the Option Fee shall be credited toward and reduce the Purchase Price at Closing; (d) the Purchase Agreement shall be freely assignable by Optionee to any of its affiliates, subsidiaries, or other designees without consent of Optionor; (d) all Reserved Minerals, Reserved Timber, and Reserved Facilities in, on, or under the Option Property shall be retained by Optionor; provided, however, the Option Property and all rights to be conveyed to Optionee at Closing shall be superior to the Reserved Minerals and Reserved Timber estates; (e) Optionor shall retain the obligation to remove all Reserved Facilities from the Option Property to Optionee’s reasonable satisfaction no later than Closing or as otherwise mutually agreed; (f) Optionor shall waive any rights to develop the minerals in, on, and under the Option Property and shall grant to Optionee the right to use any mine voids or mined out areas underlying the Option Property; (g) Optionor shall retain all environmental and reclamation obligations and associated liabilities, as well as all regulatory fines, penalties, and other liabilities, arising from Optionor’s operations and ownership of the Option Property; (h) the Purchase Agreement shall provide a cure period for Optionor to remove Defects (as defined below) and a mechanism by which the Purchase Price shall be adjusted or the Purchase Agreement terminated, at Optionee’s election, in the event Defects are not resolved to Optionee’s reasonable satisfaction prior to Closing; (i) the Purchase Agreement shall provide customary buyer and seller representations, warranties, and indemnities; and (j) at Closing, Optionor shall deliver to Optionee a Special Warranty Deed conveying good and marketable title to the Option Property, free and clear of all liens arising by, through, or under Optionor or Continental Land from and after July 21, 2022, but not otherwise, except for permitted liens acceptable to Optionee. Closing shall occur no later than ninety (90) days after delivery of the Election Notice, unless mutually agreed otherwise.
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5. Failure to Exercise Option. If Optionee fails to exercise the Option prior to the expiration of the Option Term, the Option will automatically terminate, the Optionor shall retain the Option Fee, this Agreement shall become null and void, and the Parties shall have no further obligations or liabilities hereunder, except for those that expressly survive termination.
6. Due Diligence. During the Option Term:
a. Optionee and its agents and representatives shall have the right during normal business hours and with twenty-four (24) hours’ advance notice to Optionor (which notice may be electronic): (i) to have full and complete access to and inspect, the books, records, files, operating reports and other information relating to the Option Property and related correspondence files; and (ii) to enter upon the Option Property to make such inspections, reviews, surveys, soil tests, hydrology tests, environmental tests, including, without limitation, phase 1 and phase 2 studies, and other tests or investigations as Optionee may reasonably deem appropriate in its sole and absolute discretion. Optionor shall make available to Optionee not later than thirty (30) days following the Effective Date, at no cost to Optionee, legible, true, correct and complete copies of all books, records, and reports pertaining to the Option Property in Optionor’s or its affiliates’ possession or control, including, without limitation, the Appraisal. In addition, Optionor agrees to make available to Optionee upon request from time to time any and all other information reasonably requested by Optionee relating to the Option Property to the extent such information is in Optionor’s or its affiliates’ possession or control. All documents and records previously delivered or to be delivered pursuant to this Section are or shall be (as the case may be), to Optionor’s knowledge and good faith belief, true, correct and complete copies of the documents and records required to be delivered. To the extent prepared by Optionor or its employees and/or agents, such documents, to Optionor’s knowledge and good faith belief, accurately reflect the matters contained therein in every material respect, and to the extent prepared by others, Optionor is not aware of the existence of any facts or circumstances that would make any of the documents or records inaccurate in any material respect.
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b. If Optionee determines that the Option Property is subject to any title, lien or encumbrance, adverse surface or subsurface condition, adverse environmental condition, or other matter which in Optionee’s sole opinion may affect title or interfere with its contemplated ownership or use of, or access to, the Option Property (each a “Defect” and collectively the “Defects”), Optionee may, at its option: (i) terminate this Agreement by written notice to Optionor prior to the expiration of the Option Term, and Optionor shall promptly refund the Option Fee to Optionee, or (ii) provide Optionor with written notice of the Defect(s) and a reasonable opportunity to cure the same, and if Optionor will not or cannot remove or cure such Defect(s) within a reasonable time, but in no event later than sixty (60) days after delivery of written notice from Optionee, Optionee may, at its option, (1) elect to terminate the Agreement under (i) above, (2) exercise the Option and purchase the Option Property subject to a mutually agreed reduction of the Purchase Price, or (3) exercise the Option and exclude that portion of the Option Property affected by the Defect(s) subject to a mutually agreed adjustment to the Purchase Price.
7. Authority. Optionor hereby grants to Optionee, during the Option Term, the sole and exclusive right, at Optionee’s sole expense, to apply for, pursue, and obtain, in Optionor’s name or in Optionee’s name as permitted by applicable law, any and all permits, approvals, variances, licenses, zoning relief, subdivision or land development approvals, utility allocations, governmental entitlements, and grants (collectively, “Approvals”) relating to the Option Property. Optionor shall, at no additional cost to Optionee, reasonably cooperate with Optionee in connection therewith, including, but not limited to, executing and delivering all applications, forms, consents, authorizations, and other instruments; attending hearings, if required; and providing such further assurances as may be reasonably necessary for Optionee to pursue and obtain the Approvals. Optionor shall not unreasonably withhold, condition, or delay such cooperation.
8. Risk of Loss. Optionor shall bear the risk of loss or damage to the Option Property during the Option Term. In the event of substantial damage or destruction prior to the execution of the Purchase Agreement, this Agreement shall be null and void and Optionor shall promptly return the Option Fee to Optionee; provided, however, Optionee shall have the option to continue with the transaction contemplated hereby, regardless of the extent of damages. The Option Property shall be deemed substantially damaged or destroyed if it cannot be restored to its present condition on or before the Closing date by or on behalf of Optionor.
9. Covenants; Exclusivity. Throughout the Option Term, Optionor shall: (a) maintain the Option Property in its existing condition and not make any major removals, alterations, or changes thereto, except as may be required by this Agreement or by law or as may be necessary for purposes of obtaining bond and/or permit releases; (b) promptly deliver to Optionee copies of any notice received regarding the Option Property, including, without limitation, use, possession, occupancy, casualty, environmental, condemnation, lawsuits, and zoning changes; (c) waive any rights to and shall not develop the minerals in, on, and under the Option Property; and (d) except as otherwise set forth in this Agreement, continue to operate the Option Property in substantially the same manner as it is currently being operated by Optionor. During the Option Term, Optionor shall not market, sell, lease, transfer, grant, convey, assign, mortgage, or otherwise encumber the Option Property without Optionee’s prior written consent.
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10. Reclamation and Removal of Reserved Facilities. After the Effective Date, Optionor shall promptly commence and diligently pursue reclamation of the Option Property in accordance with all applicable laws and regulatory requirements, including, without limitation, pursuing a change in the post-mine land use of the impoundment located on the Option Property in order to have that area repurposed as a landfill, and removal of all Reserved Facilities on the Option Property. Beginning on the quarter ending March 31, 2026 (and for each calendar quarter thereafter), Optionor shall provide to Optionee a quarterly written report detailing the status of reclamation of the Option Property within sixty (60) days after the end of each such calendar quarter. Optionor shall provide to Optionee any additional information related to the reclamation of the Option Property that Optionee may reasonably request from time to time. Optionor shall, no later than Closing or other mutually agreed upon date, remove all Reserved Facilities from the Option Property in accordance with all regulatory standards.
11. Title. Optionor hereby represents and warrants to Optionee that Optionor is the sole owner of the Option Property, and that Optionor has the right, capacity, and all requisite corporate authority to enter into this Agreement and to consummate the transactions provided for herein. If Optionor owns a lesser interest than the entire title in the Option Property, the Option Fee shall be paid to the Optionor only in that proportion which Optionor’s interest bears to the entire title to the Option Property.
12. Indemnity and Liability. Optionor agrees to indemnify and hold harmless Optionee, its parents, subsidiaries and affiliates, and each of their respective directors, officers, managers, members, shareholders, partners, employees, agents, attorneys, representatives, successors and assigns, from and against all liabilities, claims, losses, fines, fees, assessments, penalties, judgments, damages, costs or expenses (including attorneys’ fees) which any of them shall incur, sustain or suffer and which relate to or arise, directly or indirectly, out of or in connection with (a) any permits (including environmental and mining permits), licenses, approvals, consents, and authorizations, together with all modifications, renewals, amendments and extensions thereof and applications therefor, of or from any governmental authority related to the Option Property and held by Optionor or its affiliates; (b) Optionor’s acts or omissions (including any acts or omissions by parents, subsidiaries, affiliates, agents, contractors or other persons or entities hired by or acting on behalf of Optionor) with respect to any reclamation obligations or liabilities associated with the Option Property, including, without limitation, all costs incurred in performing any actions required by the terms of any applicable law or remedying or otherwise curing any violations, defaults, breaches, instances of non-compliance or other occurrences with respect thereto ((a) and (b) together to include, without limitation, the Premier-Cambrian Mines, the Reckoning Permits, the Reclamation Bonds, the Reckoning GIA, the GIA Joinder, and the Reckoning Permits Contingent Liability); (c) any material breach by Optionor of its representations or warranties contained in this Agreement; and (d) any material breach of any covenant or agreement by Optionor contained in this Agreement. This Section shall survive the expiration or termination of this Agreement.
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13. Default by Optionee. If Optionee fails to perform any of its obligations under this Option Agreement and such failure continues for more than ninety (90) days after notice from Optionor, then Optionor may terminate this Option Agreement and retain the Option Fee paid by Optionee and Optionor thereafter shall have no further liability or obligations hereunder.
14. Default by Optionor. If Optionor fails to perform any of its obligations, or is otherwise in default hereunder, Optionee shall have the right to: (a) waive such default and proceed to exercise the Option and Closing under the Purchase Agreement; (b) terminate this Option Agreement, whereupon the Option Fee shall be refunded by Optionor to Optionee; or (c) seek such other relief Optionee may have at law or in equity, including, without limitation, injunctive relief to prevent a sale of the Option Property to a party other than Optionee and the filing of an action for specific performance.
15. Prior Option. The Parties acknowledge that by that certain Option Agreement dated December 4, 2025 (the “Prior Option”), Continental Land granted to USA Waste and Recycling, Inc., an affiliate of Optionee, the exclusive option to purchase the surface only of the Option Property, which Prior Option was assigned to the Parties hereto. The Parties agree that this Agreement shall amend, supersede, and replace the Prior Option in its entirety.
16. Assignment; Binding Effect. This Agreement may not be assigned by operation of law or otherwise without the prior written consent of the Parties; provided, however, that Optionee may assign or transfer this Agreement to any of its affiliates, subsidiaries, or designees without the prior written consent of Optionor. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. For the avoidance of doubt, it is the intent of the Parties that this Agreement shall be a covenant running with the land with respect to the Option Property during the Option Term, and any transfer by Optionor with respect to any of its interests in the Option Property during the Option Term shall be expressly subject to this Agreement.
17. Notices. All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service or by registered or certified mail postage prepaid, return receipt requested, by electronic transmission with receipt confirmed (followed by delivery of an original via overnight courier service or by registered or certified mail postage prepaid, return receipt requested) 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):
| If to Optionor: | ||
| Range Bluegrass Land, LLC | ||
| 200 Park Ave., Suite 400 | ||
| Orange Village, OH 44124 | ||
| Email: [email protected] | ||
| Attention: Michael Cavanaugh, CEO | ||
| If to Optionee: | ||
| MRR CNG, LLC | ||
| 555 Taylor Road | ||
| Enfield, CT 06082 | ||
| Email: [email protected] | ||
| Attention: Christopher Antonacci, General Counsel | ||
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18. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, without regard to the principles of conflicts of law thereof. The Parties consent to the exclusive jurisdiction of the United States District Court for the Eastern District of Kentucky in Lexington for any disputes or issues arising under, or in any way related to, this Agreement.
19. Waiver of Jury Trial. Each Party hereby irrevocably waives all right to trial by jury in any litigation, action, proceeding, cross-claim, or counterclaim in any court (whether based in contract, tort, other otherwise) arising out of, relating to, or in connection with (a) this Agreement or the validity, performance, interpretation, collection, or enforcement hereof, or (b) the actions of the Parties in the negotiation, authorization, execution, delivery, administration, performance or enforcement hereunder.
20. Entire Agreement; Amendments; Severability. This Agreement constitutes the entire agreement among the Parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings of the Parties in connection with such subject matter. This Agreement may be amended, modified or supplemented only by a writing duly executed by the Parties hereto. If any term or provision of this Agreement, or the application thereof to any person or circumstance, is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of this Agreement shall remain in full force and effect and in in no way shall be affected, impaired, or invalidated thereby so long as the economic or legal substance of the transactions contemplated by this Agreement is not affected in any manner materially adverse to either Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated by this Agreement are consummated as originally contemplated to the greatest extent possible.
21. Recitals; Headings; Exhibits. The recitals to this Agreement are incorporated herein and made a part hereof. The headings used in this Agreement are for convenience only and shall have no effect upon the construction or interpretation of this Agreement. The Exhibits attached hereto constitute a part of this Agreement and are incorporated herein by reference. Each Party and its counsel have received a complete set of such Exhibits prior to and as of the execution of this Agreement.
22. Recording. The Parties agree that this Agreement shall not be recorded. Upon request by either Party, the Parties shall execute and deliver a memorandum with respect to this Agreement which shall be filed in the real property records of Pike County, Kentucky.
23. Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute for all purposes one agreement. Any signature hereto delivered by a Party by facsimile transmission or other electronic transmission shall be deemed to be an original signature hereto.
[Signature page follows]
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.
| OPTIONOR: | ||
| range bluegrass land, LLC | ||
| Name: | Michael Cavanaugh | |
| Title: | Chief Executive Officer | |
| OPTIONEE: | ||
| MRR CNG, LLC | ||
| Name: | Frank Antonacci | |
| Title: | Manager | |
Signature Page to Option Agreement
EXHIBIT A
Reckoning Permits and Reclamation Bonds
Exhibit A to Option Agreement – Page 1 of 1 |
EXHIBIT B
Map of Option Property
Exhibit B to Option Agreement – Page 1 of 2 |
| Exhibit B to Option Agreement – Page 2 of 2 |
Exhibit 10.4
CONSULTING AGREEMENT
This CONSULTING AGREEMENT (this “Agreement”), dated as of December 31, 2025 (the “Effective Date”), is entered into by and between RANGE IMPACT, INC., a Nevada corporation (“Consultant”) and MRR CNG, LLC, a Connecticut limited liability company (“Client”). Consultant and Client may be referred to herein individually as a “Party” or collectively as the “Parties”.
WHEREAS, Consultant is in the business of acquiring, reclaiming and repurposing legacy coal mine sites in Appalachia and is supported by a team of professionals with substantial experience and expertise in land reclamation, water treatment, permit modification, reclamation bond release, and the development and management of post-mine land use redevelopment projects (the “Services”);
WHEREAS, Client is in the business of waste sorting and recycling for residential and commercial customers throughout the eastern United States, and is interested in developing, building and operating a new residential and commercial landfill operation on approximately 1,500 acres of a former coal mine in Eastern Kentucky owned by a subsidiary of Consultant that is currently subject to mining permits and reclamation obligations, and for which Client has a purchase option to acquire (the “Project”); and
WHEREAS, Client desires to engage Consultant, and Consultant desires to be engaged by Client to perform the Services in connection with the Project (the “Engagement”).
NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
| 1. | Engagement Scope. Consultant will provide the Services to Client as set forth in this Agreement to advance Client’s objectives and goals related to the Project. Consultant will closely coordinate and frequently communicate with Client during the term of the Engagement. |
| 2. | Engagement Services. Consultant will provide the Services to Client in connection with this Engagement as described in Exhibit A attached hereto. The Services may be modified, from time to time, upon the mutual agreement of the Parties. |
| 3. | Engagement Fees. Consultant will charge Client, and Client agrees to timely pay Consultant, the following fees (“Engagement Fees”) for the Services provided in connection with the Engagement based on the following payment schedule for the applicable time periods: |
| a. | $500,000 paid on or before December 31, 2025 for Services provided during the six-month period ending December 31, 2025; |
| b. | $250,000 paid on or before March 31, 2026 for Services provided during the three-month period ending March 31, 2026; |
| 1 |
| c. | $250,000 paid on or before June 30, 2026 for Services provided during the three-month period ending June 30, 2026; |
| d. | $250,000 paid on or before September 30, 2026 for Services provided during the three-month period ending September 30, 2026; |
| e. | $250,000 paid on or before December 31, 2026 for Services provided during the three-month period ending December 31, 2026; |
| f. | $250,000 paid on or before March 31, 2027 for Services provided during the three-month period ending March 31, 2027; |
| g. | $250,000 paid on or before June 30, 2027 for Services provided during the three-month period ending June 30, 2027; |
| h. | $250,000 paid on or before September 30, 2027 for Services provided during the three-month period ending September 30, 2027; and |
| i. | $250,000 paid on or before December 31, 2027 for Services provided during the three-month period ending December 31, 2027. |
| 4. | Retainer. Consultant will not require a retainer from Client to begin providing the Services under the terms and conditions of this Engagement. |
| 5. | Access to Records. Client will provide Consultant access to books, records and reports as may be reasonably necessary for Consultant to perform the Services. Client acknowledges that the Services to be provided under this Agreement are highly reliant on the accuracy of information received by Client. Therefore, Client agrees that Consultant may rely on the accuracy and validity of the data disclosed or supplied to Consultant in connection with the Engagement. |
| 6. | Non-Reliance. Consultant is being retained to perform the Services described herein, and shall not constitute an audit, review or compilation of financial statements or any other consulting engagement that is subject to the rules of the AICPA. The Services are not intended as, nor should they be construed in any way as, accounting or legal advice, nor is Consultant acting in any capacity as an intermediary to offer, sell, purchase, or exchange securities to or with any person pursuant to any federal or state securities laws. |
| 7. | Confidentiality. Consultant will keep confidential all non-public, confidential or proprietary information pertaining to Client and the Project (the “Confidential Information”) received during the performance of the Services. Consultant will not disclose any Confidential Information to any other person or entity or use any Confidential Information for any purpose other than as set forth in this Agreement. This provision shall not prohibit Consultant from disclosure pursuant to a valid subpoena or court order, or applicable law, including any disclosure obligation under federal or state securities laws, but such disclosure shall be to the minimum extent necessary to comply with said subpoena, court order, or applicable law. Consultant shall promptly notify Client of any such subpoena or court order it receives. All Confidential Information shall remain the sole property of Client and, upon written request, Consultant will promptly return or destroy all original writings, records or documents referencing any of the Confidential Information, except for one copy of all Confidential Information that Consultant may retain to ensure compliance with the confidentiality obligations of this Agreement. |
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| 8. | Relationship of Parties. Consultant and Client hereby acknowledge and agree that an independent contractor relationship will be created by this Agreement. Consultant is only providing advisory and consulting services to Client and will not make management decisions for Client. As such, neither Consultant nor any of its employees, officers, contractors, partners, members, managers, agents, representatives, advisors or affiliates will have any fiduciary duties or obligations to Client by providing the Services. While Consultant may make recommendations and suggestions to Client related to the Project from time to time, all management decisions rest solely with Client. |
| 9. | No Representations or Warranties. Consultant has not made any representations or warranties of any nature as to the results or outcomes of any of the Services provided under this Engagement, the success or satisfactory conclusion of this Engagement or as to the economic, operational, financial or other results or return objectives which may be obtained or experienced by Client. Client further acknowledges that recommendations, advice and decisions are subject to various market, economic, business, regulatory and outcome risks. |
| 10. | Limitation of Liability. Client agrees that Consultant and any of its partners, officers, managers, members, agents, employees or controlling persons shall not be liable to Client for any loss except for direct damages found in a final non-appealable judgment to be the result of Consultant’s gross negligence or willful misconduct. Neither Party shall be liable for any special, incidental, consequential, punitive, or indirect loss, including, without limitation, damages for lost profits, diminution in value, lost data, reputational damages or other similar damages, whether any such loss is foreseeable. Further, the total liability of Consultant to Client, if any, in relation to this Agreement, shall be limited in amount to the Engagement Fees paid by Client to Consultant for the Services provided under this Agreement. Notwithstanding the foregoing, the Parties agree that each may be liable to the other for breach of contract damages. |
| 11. | Termination. This Agreement will terminate on December 31, 2027, once the final Engagement Fee payment has been made; provided, however, that this Agreement may be terminated at an earlier time by either Party by providing the other Party with 30-day written notice of such intent to terminate. If this Agreement is terminated prior to December 31, 2027, then Client shall be responsible to pay Consultant only the pro rata amount of Engagement Fees earned during the applicable period referenced in Section 3 and all previously paid Engagement Fees would be deemed earned and paid. For example, if a quarterly period is 90 days and this Agreement is terminated on the 45th day of such 90-day period, then all previous payments would be deemed earned and paid, and 50% (45 days / 90 days) of the quarterly payment ($125,000) would be due and payable during the quarter in which this Agreement is terminated. |
| 3 |
| 12. | Invalidity. Each of the provisions contained in this Agreement is distinct and severable and a determination of illegality, invalidity or unenforceability of any such provision or part hereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof, unless this Agreement would fail in its essential purpose because of such judicial determination. |
| 13. | Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, beneficiaries, personal representatives, successors and permitted assigns. |
| 14. | Assignment. This Agreement may not be assigned by operation of law or otherwise without the prior written consent of the Parties, provided, however, that Client may assign or transfer this Agreement to any of its affiliates, subsidiaries, or designees in Client’s sole discretion, by providing thirty (30) days’ advanced written notice to the Consultant. |
| 15. | Entire Agreement. This Agreement sets forth the entire and exclusive understanding and agreement of the Parties concerning the subject matter of this Agreement and supersedes all prior oral or written negotiations, agreements or understandings of the Parties. The recitals constitute terms and conditions of this Agreement, and the Parties agree to be bound by them. |
| 16. | Amendments. No amendment, modification or waiver of any of the terms or provisions of this Agreement shall be binding or effective unless in writing signed by the Parties hereto. |
| 17. | Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Ohio without regard to conflicts of law principles. |
| 18. | Jurisdiction. Any controversy or claim arising out of or related to this Agreement that cannot be amicably resolved will be subject to the exclusive jurisdiction of the state or federal courts located in Cuyahoga County in the State of Ohio. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or proceeding in sch 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. |
| 19. | Waiver of Jury Trial. The Parties hereby unconditionally waive their right to a jury trial in respect of any claim or cause of action based upon or arising out of, directly or indirectly, this Agreement. |
| 4 |
| 20. | Notices. Any notices or other communications required or permitted to be given pursuant to this Agreement shall be deemed to have been given if in writing and delivered personally, by electronic mail, by same day or overnight courier or sent by certified mail, postage prepaid, addressed as follows, or such other addresses as shall be furnished in writing by any Party to the other Party: |
If to Consultant:
Range Impact, Inc.
200 Park Avenue, Suite 400
Orange Village, Ohio 44122
Attn: Michael Cavanaugh, CEO ([email protected])
If to Client:
MRR CNG, LLC
555 Taylor Road
Enfield, Connecticut 06082
Attn: Christopher Antonacci, General Counsel ([email protected])
| 21. | Counterparts. This Agreement may be signed in one or more counterparts, all of which when taken together shall constitute one and the same document. This Agreement may be executed by electronic means such as a PDF file and sent by e-mail, and such transmission shall be valid and binding to the same extent as if it were an original. |
[SIGNATURE PAGE FOLLOWS]
| 5 |
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date.
| RANGE IMPACT, INC. | ||
| By: | ||
| Name: | Michael Cavanaugh | |
| Title: | Chief Executive Officer | |
| MRR CNG, LLC | ||
| By: | ||
| Name: | Frank Antonacci | |
| Title: | Manager | |
EXHIBIT A
ENGAGEMENT SERVICES
| 1. | Review of permits, as-builts, inspection history, notice of violations, cessation orders, bond instruments, and bond release status. |
| 2. | Site reconnaissance and mapping of disturbances, spoil, highwalls, drainage, sediment controls, and impoundments. |
| 3. | Assessment of reclamation liabilities, including earthwork quantities, revegetation gaps, structures, operations and maintenance needs. |
| 4. | Assessment of water liabilities, including discharges, seeps, acid mine drainage indicators, sampling history and outfalls. |
| 5. | Data gap analysis, water sampling, and field investigation to develop the supporting documentation for a comprehensive reclamation plan. |
| 6. | Cut and fill analysis and volumetric calculations in connection with material balance planning for high walls and other disturbed surface areas that need to be reclaimed. |
| 7. | Create map exhibits for permit revisions, incremental bonding and bond release applications. |
| 8. | Final reclamation plan development, including grading, drainage, stability and road access. |
| 9. | Backfilling and benching reclamation plan development for existing high walls. |
| 10. | Road and culvert reclamation plan design for existing coal haul roads. |
| 11. | Sediment control design, including silt ponds, basis, channels, check dams and diversions. |
| 12. | Construction phasing plans and sequencing to support partial and full bond releases. |
| 13. | Soil reconstruction plan, including topsoil selection, material handling, soil testing, and soil amendments. |
| 14. | Reforestation plan, including species selection, seasonal planting timing, density, and location. |
| 15. | Vegetation monitoring, sampling plots, and performance documentation for bond release. |
| 16. | Watershed and drainage evaluation and source identification for acidity, metals and sediment. |
| 17. | NPDES discharge review and strategy, including limits, compliance approach, and monitoring. |
| 18. | Passive treatment feasibility, including wetlands, limestone beds, and open limestone channels. |
| 19. | Active treatment feasibility, including chemical treatment, metal removal processes, clarifiers, and sludge removal and disposal. |
| 20. | Water treatment system design, development, and implementation. |
| 21. | Water quality trend analysis, load calculations, and optimization recommendations. |
| 22. | Preparation and coordination of permit revisions and amendments, including maps, narratives, calculations and exhibits. |
| 23. | Reclamation plan modifications to align with revised post-mine land use. |
| 24. | Support for revisions tied to updated bonding and reclamation sequences. |
EXHIBIT A
ENGAGEMENT SERVICES
(CONTINUED)
| 25. | Environmental agency meeting support, including agenda, presentation materials, support documents, and participation in formal and informal meetings. |
| 26. | Bonding instrument review and strategy, including phased release plan for each permit. |
| 27. | Bond release application preparation for Phase I, Phase II and Phase III releases, as applicable. |
| 28. | Documentation of revegetation success and liability reduction narratives. |
| 29. | Internal compliance audits against permit conditions and reclamation requirements. |
| 30. | Support responding to inspection findings and notices of violations, including root cause analysis, corrective action plans, and structuring fee payment plans. |
| 31. | Post-mine land use planning and feasibility, including highest-and-best use screening for commercial, industrial, forestland, agricultural, recreation, residential, mixed-use, renewable energy, and other redevelopment non-coal uses. |
| 32. | Constraints mapping for post-mine land use options, including slope, geotechnical analysis, access, utilities, zoning, and land control. |
| 33. | Conceptual site plans for post-mine land use options, including grading, pads, roads, drainage, and phasing. |
| 34. | Cost estimates of various post-mine land use options, including reclamation costs, the bond release process, and post-mine land use initial site preparation. |
| 35. | Other services, as appropriate, to support the full release of bonds and redevelopment and repurposing of former mine land. |
**********************************
Exhibit 10.5
CONSULTING AGREEMENT
This CONSULTING AGREEMENT (this “Agreement”), dated as of December 31, 2025 (the “Effective Date”), is entered into by and between RANGE IMPACT, INC., a Nevada corporation (“Consultant”) and F & G LLC, a Connecticut limited liability company (“Client”). Consultant and Client may be referred to herein individually as a “Party” or collectively as the “Parties”.
WHEREAS, Consultant is in the business of acquiring, reclaiming and repurposing legacy coal mine sites in Appalachia and is supported by a team of professionals with substantial experience and expertise in land reclamation, water treatment, permit modification, reclamation bond release, and the development and management of post-mine land use redevelopment projects (the “Services”);
WHEREAS, Client is in the business of waste hauling and processing for residential and commercial customers throughout the eastern United States, and is interested in developing, building and operating a new residential and commercial landfill operation on approximately 1,500 acres of a former coal mine in Eastern Kentucky owned by a subsidiary of Consultant that is currently subject to mining permits and reclamation obligations, and for which Client has a purchase option to acquire (the “Project”); and
WHEREAS, Client desires to engage Consultant, and Consultant desires to be engaged by Client to perform the Services in connection with the Project (the “Engagement”).
NOW THEREFORE, in consideration of the mutual promises and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
| 1. | Engagement Scope. Consultant will provide the Services to Client as set forth in this Agreement to advance Client’s objectives and goals related to the Project. Consultant will closely coordinate and frequently communicate with Client during the term of the Engagement. | |
| 2. | Engagement Services. Consultant will provide the Services to Client in connection with this Engagement as described in Exhibit A attached hereto. The Services may be modified, from time to time, upon the mutual agreement of the Parties. | |
| 3. | Engagement Fees. Consultant will charge Client, and Client agrees to timely pay Consultant, the following fees (“Engagement Fees”) for the Services provided in connection with the Engagement based on the following payment schedule for the applicable time periods: |
| a. | $500,000 paid on or before December 31, 2025 for Services provided during the six-month period ending December 31, 2025; | |
| b. | $250,000 paid on or before March 31, 2026 for Services provided during the three-month period ending March 31, 2026; |
| 1 |
| c. | $250,000 paid on or before June 30, 2026 for Services provided during the three-month period ending June 30, 2026; | |
| d. | $250,000 paid on or before September 30, 2026 for Services provided during the three-month period ending September 30, 2026; | |
| e. | $250,000 paid on or before December 31, 2026 for Services provided during the three-month period ending December 31, 2026; | |
| f. | $250,000 paid on or before March 31, 2027 for Services provided during the three-month period ending March 31, 2027; | |
| g. | $250,000 paid on or before June 30, 2027 for Services provided during the three-month period ending June 30, 2027; | |
| h. | $250,000 paid on or before September 30, 2027 for Services provided during the three-month period ending September 30, 2027; and | |
| i. | $250,000 paid on or before December 31, 2027 for Services provided during the three-month period ending December 31, 2027. |
| 4. | Retainer. Consultant will not require a retainer from Client to begin providing the Services under the terms and conditions of this Engagement. | |
| 5. | Access to Records. Client will provide Consultant access to books, records and reports as may be reasonably necessary for Consultant to perform the Services. Client acknowledges that the Services to be provided under this Agreement are highly reliant on the accuracy of information received by Client. Therefore, Client agrees that Consultant may rely on the accuracy and validity of the data disclosed or supplied to Consultant in connection with the Engagement. | |
| 6. | Non-Reliance. Consultant is being retained to perform the Services described herein, and shall not constitute an audit, review or compilation of financial statements or any other consulting engagement that is subject to the rules of the AICPA. The Services are not intended as, nor should they be construed in any way as, accounting or legal advice, nor is Consultant acting in any capacity as an intermediary to offer, sell, purchase, or exchange securities to or with any person pursuant to any federal or state securities laws. | |
| 7. | Confidentiality. Consultant will keep confidential all non-public, confidential or proprietary information pertaining to Client and the Project (the “Confidential Information”) received during the performance of the Services. Consultant will not disclose any Confidential Information to any other person or entity or use any Confidential Information for any purpose other than as set forth in this Agreement. This provision shall not prohibit Consultant from disclosure pursuant to a valid subpoena or court order, or applicable law, including any disclosure obligation under federal or state securities laws, but such disclosure shall be to the minimum extent necessary to comply with said subpoena, court order, or applicable law. Consultant shall promptly notify Client of any such subpoena or court order it receives. All Confidential Information shall remain the sole property of Client and, upon written request, Consultant will promptly return or destroy all original writings, records or documents referencing any of the Confidential Information, except for one copy of all Confidential Information that Consultant may retain to ensure compliance with the confidentiality obligations of this Agreement. |
| 2 |
| 8. | Relationship of Parties. Consultant and Client hereby acknowledge and agree that an independent contractor relationship will be created by this Agreement. Consultant is only providing advisory and consulting services to Client and will not make management decisions for Client. As such, neither Consultant nor any of its employees, officers, contractors, partners, members, managers, agents, representatives, advisors or affiliates will have any fiduciary duties or obligations to Client by providing the Services. While Consultant may make recommendations and suggestions to Client related to the Project from time to time, all management decisions rest solely with Client. | |
| 9. | No Representations or Warranties. Consultant has not made any representations or warranties of any nature as to the results or outcomes of any of the Services provided under this Engagement, the success or satisfactory conclusion of this Engagement or as to the economic, operational, financial or other results or return objectives which may be obtained or experienced by Client. Client further acknowledges that recommendations, advice and decisions are subject to various market, economic, business, regulatory and outcome risks. | |
| 10. | Limitation of Liability. Client agrees that Consultant and any of its partners, officers, managers, members, agents, employees or controlling persons shall not be liable to Client for any loss except for direct damages found in a final non-appealable judgment to be the result of Consultant’s gross negligence or willful misconduct. Neither Party shall be liable for any special, incidental, consequential, punitive, or indirect loss, including, without limitation, damages for lost profits, diminution in value, lost data, reputational damages or other similar damages, whether any such loss is foreseeable. Further, the total liability of Consultant to Client, if any, in relation to this Agreement, shall be limited in amount to the Engagement Fees paid by Client to Consultant for the Services provided under this Agreement. Notwithstanding the foregoing, the Parties agree that each may be liable to the other for breach of contract damages. | |
| 11. | Termination. This Agreement will terminate on December 31, 2027, once the final Engagement Fee payment has been made; provided, however, that this Agreement may be terminated at an earlier time by either Party by providing the other Party with 30-day written notice of such intent to terminate. If this Agreement is terminated prior to December 31, 2027, then Client shall be responsible to pay Consultant only the pro rata amount of Engagement Fees earned during the applicable period referenced in Section 3 and all previously paid Engagement Fees would be deemed earned and paid. For example, if a quarterly period is 90 days and this Agreement is terminated on the 45th day of such 90-day period, then all previous payments would be deemed earned and paid, and 50% (45 days / 90 days) of the quarterly payment ($125,000) would be due and payable during the quarter in which this Agreement is terminated. |
| 3 |
| 12. | Invalidity. Each of the provisions contained in this Agreement is distinct and severable and a determination of illegality, invalidity or unenforceability of any such provision or part hereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof, unless this Agreement would fail in its essential purpose because of such judicial determination. | |
| 13. | Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, beneficiaries, personal representatives, successors and permitted assigns. | |
| 14. | Assignment. This Agreement may not be assigned by operation of law or otherwise without the prior written consent of the Parties, provided, however, that Client may assign or transfer this Agreement to any of its affiliates, subsidiaries, or designees in Client’s sole discretion, by providing thirty (30) days’ advanced written notice to the Consultant. | |
| 15. | Entire Agreement. This Agreement sets forth the entire and exclusive understanding and agreement of the Parties concerning the subject matter of this Agreement and supersedes all prior oral or written negotiations, agreements or understandings of the Parties. The recitals constitute terms and conditions of this Agreement, and the Parties agree to be bound by them. | |
| 16. | Amendments. No amendment, modification or waiver of any of the terms or provisions of this Agreement shall be binding or effective unless in writing signed by the Parties hereto. | |
| 17. | Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Ohio without regard to conflicts of law principles. | |
| 18. | Jurisdiction. Any controversy or claim arising out of or related to this Agreement that cannot be amicably resolved will be subject to the exclusive jurisdiction of the state or federal courts located in Cuyahoga County in the State of Ohio. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or proceeding in sch 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. | |
| 19. | Waiver of Jury Trial. The Parties hereby unconditionally waive their right to a jury trial in respect of any claim or cause of action based upon or arising out of, directly or indirectly, this Agreement. |
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| 20. | Notices. Any notices or other communications required or permitted to be given pursuant to this Agreement shall be deemed to have been given if in writing and delivered personally, by electronic mail, by same day or overnight courier or sent by certified mail, postage prepaid, addressed as follows, or such other addresses as shall be furnished in writing by any Party to the other Party: |
If to Consultant:
Range Impact, Inc.
200 Park Avenue, Suite 400
Orange Village, Ohio 44122
Attn: Michael Cavanaugh, CEO ([email protected])
If to Client:
F & G LLC
555 Taylor Road
Enfield, Connecticut 06082
Attn: Christopher Antonacci, General Counsel ([email protected])
| 21. | Counterparts. This Agreement may be signed in one or more counterparts, all of which when taken together shall constitute one and the same document. This Agreement may be executed by electronic means such as a PDF file and sent by e-mail, and such transmission shall be valid and binding to the same extent as if it were an original. |
[SIGNATURE PAGE FOLLOWS]
| 5 |
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date.
| RANGE IMPACT, INC. | ||
| By: | ||
| Name: | Michael Cavanaugh | |
| Title: | Chief Executive Officer | |
| F & G LLC | ||
| By: | ||
| Name: | Frank Antonacci | |
| Title: | Manager | |
EXHIBIT A
ENGAGEMENT SERVICES
| 1. | Review of permits, as-builts, inspection history, notice of violations, cessation orders, bond instruments, and bond release status. |
| 2. | Site reconnaissance and mapping of disturbances, spoil, highwalls, drainage, sediment controls, and impoundments. |
| 3. | Assessment of reclamation liabilities, including earthwork quantities, revegetation gaps, structures, operations and maintenance needs. |
| 4. | Assessment of water liabilities, including discharges, seeps, acid mine drainage indicators, sampling history and outfalls. |
| 5. | Data gap analysis, water sampling, and field investigation to develop the supporting documentation for a comprehensive reclamation plan. |
| 6. | Cut and fill analysis and volumetric calculations in connection with material balance planning for high walls and other disturbed surface areas that need to be reclaimed. |
| 7. | Create map exhibits for permit revisions, incremental bonding and bond release applications. |
| 8. | Final reclamation plan development, including grading, drainage, stability and road access. |
| 9. | Backfilling and benching reclamation plan development for existing high walls. |
| 10. | Road and culvert reclamation plan design for existing coal haul roads. |
| 11. | Sediment control design, including silt ponds, basis, channels, check dams and diversions. |
| 12. | Construction phasing plans and sequencing to support partial and full bond releases. |
| 13. | Soil reconstruction plan, including topsoil selection, material handling, soil testing, and soil amendments. |
| 14. | Reforestation plan, including species selection, seasonal planting timing, density, and location. |
| 15. | Vegetation monitoring, sampling plots, and performance documentation for bond release. |
| 16. | Watershed and drainage evaluation and source identification for acidity, metals and sediment. |
| 17. | NPDES discharge review and strategy, including limits, compliance approach, and monitoring. |
| 18. | Passive treatment feasibility, including wetlands, limestone beds, and open limestone channels. |
| 19. | Active treatment feasibility, including chemical treatment, metal removal processes, clarifiers, and sludge removal and disposal. |
| 20. | Water treatment system design, development, and implementation. |
| 21. | Water quality trend analysis, load calculations, and optimization recommendations. |
| 22. | Preparation and coordination of permit revisions and amendments, including maps, narratives, calculations and exhibits. |
| 23. | Reclamation plan modifications to align with revised post-mine land use. |
| 24. | Support for revisions tied to updated bonding and reclamation sequences. |
EXHIBIT A
ENGAGEMENT SERVICES
(CONTINUED)
| 25. | Environmental agency meeting support, including agenda, presentation materials, support documents, and participation in formal and informal meetings. |
| 26. | Bonding instrument review and strategy, including phased release plan for each permit. |
| 27. | Bond release application preparation for Phase I, Phase II and Phase III releases, as applicable. |
| 28. | Documentation of revegetation success and liability reduction narratives. |
| 29. | Internal compliance audits against permit conditions and reclamation requirements. |
| 30. | Support responding to inspection findings and notices of violations, including root cause analysis, corrective action plans, and structuring fee payment plans. |
| 31. | Post-mine land use planning and feasibility, including highest-and-best use screening for commercial, industrial, forestland, agricultural, recreation, residential, mixed-use, renewable energy, and other redevelopment non-coal uses. |
| 32. | Constraints mapping for post-mine land use options, including slope, geotechnical analysis, access, utilities, zoning, and land control. |
| 33. | Conceptual site plans for post-mine land use options, including grading, pads, roads, drainage, and phasing. |
| 34. | Cost estimates of various post-mine land use options, including reclamation costs, the bond release process, and post-mine land use initial site preparation. |
| 35. | Other services, as appropriate, to support the full release of bonds and redevelopment and repurposing of former mine land. |
**********************************
Exhibit 10.6
MEMBERSHIP INTEREST OPTION AND
CASH DISTRIBUTION RIGHT AGREEMENT
This MEMBERSHIP INTEREST OPTION AND CASH DISTRIBUTION RIGHT AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2025 (the “Effective Date”), by and between Range Bluegrass Land, LLC, an Ohio limited liability company (the “Optionor”), and Wicks Building LLC, a Connecticut limited liability company (the “Optionee”). Optionor and Optionee may be referred to herein individually as a “Party” or collectively as the “Parties.”
WITNESSETH
WHEREAS, the Optionor entered into a Purchase and Sale Agreement (the “Purchase Agreement”), dated as of the date hereof, with Continental Land Co., LLC, an Ohio limited liability company (“Continental Land”), whereby Optionor acquired real and personal property interests in Floyd, Letcher, and Pike Counties, Kentucky commonly associated with the Premier Elkhorn and Cambrian Coal mining operations (the “Premier-Cambrian Mines”);
WHEREAS, Reckoning Reclamation, LLC, an Ohio limited liability company (“Reckoning”), owns forty-three (43) permits associated with the Premier-Cambrian Mines, which are set forth on Exhibit A attached hereto (the “Reckoning Permits”);
WHEREAS, Continental Heritage Insurance Company, a Florida domiciled insurance company headquartered in Cleveland, Ohio (“CHIC”), entered into a General Indemnity Agreement (the “Reckoning GIA”), dated December 20, 2023, with Reckoning and Continental Land, whereby CHIC issued reclamation bonds to Reckoning in the amounts set forth on Exhibit A attached hereto (the “Reclamation Bonds”), as required and approved in all respects by the Kentucky Department for Natural Resources in connection with the transfer of the Reckoning Permits to Reckoning;
WHEREAS, under the Reckoning GIA, Continental Land agreed to pledge all its owned real and personal property associated with the Premier-Cambrian Mines as collateral for the Reclamation Bonds;
WHEREAS, under the Purchase Agreement, Continental Land transferred and conveyed all its owned real and personal property associated with the Premier-Cambrian Mines to the Optionor, and concurrently, the Optionor entered into a Joinder Agreement (“GIA Joinder”), dated as of the date hereof, with CHIC and Reckoning, whereby the Optionor agreed to join the Reckoning GIA as an “Indemnitor” (as defined therein) and pledge all the real and personal property of the Premier-Cambrian Mines acquired under the Purchase Agreement as collateral for the Reclamation Bonds;
WHEREAS, under Section 3.3 of the Purchase Agreement, Optionor agreed to be responsible for the oversight, management and release of the Reckoning Permits (defined therein and herein as the “Reckoning Permits Contingent Liability”), which responsibilities shall include paying for the costs of the Reclamation Liabilities (as defined therein) for each permit set forth on Exhibit A attached hereto and thereto, until one of the conditions set forth in Section 3.3 of the Purchase Agreement has been satisfied for each such individual Reckoning Permit and each such Reclamation Bond is fully and finally released;
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WHEREAS, once the Reckoning Permits Contingent Liability has been fully, completely and unconditionally eliminated for each of the Reckoning Permits and the associated Reclamation Bonds set forth on Exhibit A attached hereto, the Optionor would have no further obligation or liability to CHIC or Reckoning under the Reckoning GIA (the “Final Reclamation Completion Date”);
WHEREAS, the Optionee acknowledges and agrees that Optionor’s primary strategies are: (i) to develop cash flow generating opportunities on the Premier-Cambrian Mines through mining, timbering, asset sales, or other value creation initiatives to generate cash flow to fund the Reclamation Liabilities under the Reckoning Permits and Reclamation Bonds (“Cash Flow Activities”); (ii) to resolve the Reclamation Liabilities as efficiently and cost effectively as possible based on the availability of cash flow (“Reclamation Activities”), and (iii) to develop long-term value creation opportunities with the real property of the Premier-Cambrian Mines after the Reclamation Liabilities have been resolved and the Reckoning Permits and associated Reclamation Bonds have been released from those specific areas of real property, commonly in partnership with other capital partners and operators with specialized knowledge, expertise and relationships to advance those new value-creation projects (“Future Land Developments”);
WHEREAS, the Optionee acknowledges and agrees that the Optionor intends to use all available cash flow that it receives, from whatever source, to fund the resolution of the Reclamation Liabilities under the Reckoning Permits and Reclamation Bonds until the Final Reclamation Completion Date, and Optionee understands, acknowledges and agrees that there may not be any cash distribution paid to the Optionor’s sole member, Range Land LLC, an Ohio limited liability company (“Range Land”), or the Optionee prior to the Final Reclamation Completion Date;
WHEREAS, the Optionee acknowledges and agrees that the Optionor is entering in an Option Agreement, dated as of the date hereof, with MRR CNG, LLC, a Connecticut limited liability company (“MRR”) whereby the Optionor has granted MRR with an option to purchase approximately 1,500 acres of surface land located at the Premier-Cambrian Mines to develop and operate a landfill or for any other legal purpose (“MRR Option”);
WHEREAS, the Optionee acknowledges and agrees that the Optionor’s Articles of Organization filed with the Ohio Secretary of State on December 15, 2025 (the “Articles of Organization”), Foreign Business Qualification filed with the Kentucky Secretary of State on December 18, 2025 (the “KY Business Qualification”), and Operating Agreement, dated as of December 15, 2025 (the “Operating Agreement”, and together with the Articles of Organization and KY Business Qualification, the “Optionor’s Governance Documents”), as set forth on Exhibit B attached hereto, are the Optionor’s primary governance documents in effect as of the date hereof;
WHEREAS, as of the date hereof, Range Land is the sole member of the Optionor under the Operating Agreement;
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WHEREAS, in exchange for the Option Fee (as defined in Section 1.1 below) paid by the Optionee to the Optionor on the date hereof, the Optionor desires to grant the Optionee, and the Optionee desires to receive from the Optionor, the Cash Distribution Right (as defined in Section 2.1 below) and the Equity Option (as defined in Section 3.1 below), subject to the terms and conditions set forth herein; and
WHEREAS, the Optionee, in its sole and absolute discretion, may decide to not exercise the Equity Option and let it expire based on the terms herein, for any reason or no reason at all, including after the Final Reclamation Completion Date, and therefore the Optionor acknowledges and agrees that the Optionee shall have no obligation or liability in any way to the Optionor if the Optionee elects to not exercise, terminate or allow to expire the Equity Option.
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 agree as follows:
1. CONSIDERATION
1.1 Payment. On the Effective Date, the Optionee shall pay to the Optionor a fee of Five Hundred Thousand Dollars ($500,000.00) (the “Option Fee”) in accordance with wiring or payment instructions timely provided by the Optionor. The Parties acknowledge and agree that the Option Fee is consideration for the Cash Distribution Right and the Equity Option.
1.2 Independence. The Optionee’s rights hereunder are exercisable and enforceable independently of any separate option or agreement with the Optionor (or any affiliate of Optionor) including, without limitation, the MRR Option.
1.3 Securities Law Compliance. The Equity Option and the Optionee’s Membership Interests (as defined in Section 3.1 below) have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws. The Equity Option is being granted, and the membership interests representing the equity of the Optionor will be issued, in reliance upon exemptions from registration under the Securities Act and applicable state securities laws. The Optionee acknowledges that the membership interests representing the equity of the Optionor, when and if issued, will be “restricted securities” under the Securities Act and may not be resold or transferred unless they are first registered under the Securities Act and such state and other securities laws as may be applicable, or unless an exemption from registration is available.
2. CASH DISTRIBUTION RIGHT
2.1 Grant. As of the Effective Date, the Optionor hereby grants to the Optionee the right to receive cash in an amount equal to any cash distributions paid by the Optionor to Range Land, Range Impact, Inc., or any other parent, subsidiary, or affiliate, pursuant to the terms and conditions of the Operating Agreement (the “Cash Distribution Right”). For illustrative purposes only, if the Optionor distributes cash in an amount equal to $100,000 to Range Land during the Cash Distribution Right Period (as defined in Section 2.2 below) pursuant to the Operating Agreement, then the Optionor shall be required to also distribute cash in an amount equal to $100,000 to the Optionee (which results in 50% of any cash distributions paid to Range Land and 50% of any cash distributions paid to the Optionee during the Cash Distribution Rights Period).
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2.2 Period. The Cash Distribution Right shall remain in full force and effect for the period beginning on the Effective Date and ending on the date that is the earlier of the Optionee’s exercise of the Equity Option (pursuant to the terms of this Agreement) or the expiration of the Term (as defined in Section 6.1 below) (such period, the “Cash Distribution Right Period”). For clarification purposes only, the Optionor shall have no obligation to make any cash distribution payments to the Optionee under the Cash Distribution Right after the expiration of the Cash Distribution Right Period.
2.3 Timing. If any amounts are due and owing to the Optionee under the Cash Distribution Right during the Cash Distribution Right Period, then Optionor shall pay the full amount due to the Optionee at the same time that any equivalent cash payment is made by the Optionor to Range Land. The Optionee shall be required to provide the Optionor with wiring or payment instructions for any payments due under this Agreement.
2.4 No Obligation. The Parties hereby acknowledge and agree that the Optionor shall have no obligation, in any way or for any reason, to make cash distributions to Range Land and the Optionee during the Cash Distribution Right Period. The Optionor shall, in its sole and absolute discretion, use its cash and assets for any general business purposes directly or indirectly related to resolving the Reclamation Liabilities under the Reckoning Permits and releasing the Reclamation Bonds during the Cash Distribution Right Period. Therefore, the Optionee hereby acknowledges and agrees that it may not receive any cash distributions under the Cash Distribution Right during the Cash Distribution Right Period.
2.5 No Cash Calls; No Expenses. For the avoidance of doubt, during the Cash Distribution Right Period, the Optionee shall have no obligation, in any way or for any reason, to make capital contributions to or pay for any expenses related to the Optionor.
2.6 Right to Participate in Future Land Developments. During the Cash Distribution Right Period, and in the event that any Future Land Development is developed or contemplated by the Optionor related to the Cambrian-Premier Mines that would operate as a separate entity or as a wholly-owned or partially-owned subsidiary of the Optionor, the Optionor shall bring forth to the Optionee any such opportunity and the Optionee shall have the right, but not the obligation, to participate in such Future Land Developments at least to the extent and level that the Optionor participates.
3. EQUITY OPTION
3.1 Grant of Option. The Optionor hereby grants the Optionee an option (the “Equity Option”), exercisable at the Optionee’s sole and absolute discretion in accordance with the terms and conditions of this Agreement, to convert the Cash Distribution Right into Fifty Percent (50%) of the membership interests of the Optionor (the “Optionee’s Membership Interests”).
3.2 Exercise Price. The exercise price of the Equity Option (the “Exercise Price”) shall be the Optionee’s conversion and termination of the Cash Distribution Right into the Optionee’s Membership Interests. No additional consideration, cash or otherwise, shall be due and payable by the Optionee to the Optionor upon its exercise of the Equity Option.
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3.3 Consideration. The Parties hereby agree that the Exercise Price shall be in all respects adequate and sufficient consideration for the exercise of the Equity Option and issuance of the Optionee’s Membership Interests to the Optionee.
3.4 Option Period. The Optionee may exercise the Equity Option at any time during the period that begins on the Effective Date and ends on the Termination Date (as defined in Section 6.1 below) (the “Option Period”).
3.5 Exercise Procedure. The Optionee may exercise the Equity Option during the Option Period for all, but not less than all, of the Optionee’s Membership Interests by providing written notice of exercise (the “Exercise Notice”) to the Optionor in accordance with the notice provisions of Section 12. The Exercise Notice shall be in a form mutually agreed to by the Parties and include any representations, warranties, covenants or documentation required by the Optionor to ensure compliance with all applicable federal and state securities laws.
3.6 Closing. The closing of the exercise of the Equity Option shall take place within thirty (30) days of the Optionor’s receipt of the Exercise Notice, or at such other time as the Parties may mutually agree to in writing (the “Closing”). At the Closing, the Optionor and the Optionee shall mutually agree on the documents reasonably necessary to reflect the Optionee’s ownership of the Optionee’s Membership Interests, which shall include, without limitation, an amended and restated Operating Agreement (the “A&R Operating Agreement”) reflecting the Optionee’s ownership of 50% of the membership interests in the Optionor. The A&R Operating Agreement shall include provisions customary for a multi-member limited liability company organized in the State of Ohio, including, without limitation, revised provisions related to governance, management, special approvals for material events, distributions, and transfer restrictions, and furthermore, any additional provisions required to clarify that the Optionee shall not be liable in any way for any costs, expenses or obligations associated with the Reckoning Permits or the Reclamation Bonds.
3.7 No Obligation. The Optionee has no obligation to exercise the Equity Option and therefore, may allow it to expire based on the terms herein, for any reason or no reason at all, including after the Final Reclamation Completion Date, and therefore the Optionor acknowledges and agrees that the Optionee shall have no obligation or liability in any way to the Optionor if the Optionee elects to not exercise the Equity Option.
4. REPORTING AND MEETINGS
4.1 Reporting Materials. The Optionor shall prepare and deliver to the Optionee, on a quarterly basis, information related to the financial, operational and bond reduction activities of the Optionor, which shall include the Optionor’s historical and forecasted financial statements, current and forecasted cash position, and status of Cash Flow Activities, Reclamation Activities and Future Land Developments (the “Quarterly Reports”). The Optionor shall work in good faith to develop and deliver the Quarterly Reports that are timely, transparent and informative, and hereby agrees to supplement such materials with additional information on a more frequent interval, as reasonably requested by the Optionee.
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4.2 Regular Meetings. During the Term, the Optionor and the Optionee shall hold quarterly meetings (the “Regular Meetings”) by video conference whereby the Optionor’s representatives shall review and discuss the Quarterly Reports with the Optionee’s representatives. The Regular Meetings shall be held within sixty (60) days of the end of each such applicable calendar quarter (March 31, June 30, September 30, and December 31) at a mutually agreed upon day and time.
4.3 Special Meetings. During the Term, the Optionee may request one or more additional ad hoc meetings with the Optionor’s representatives (each, a “Special Meeting”) by providing advance written notice of the proposed date and time of such meeting, and the Optionor’s representatives will use good faith efforts to accommodate the proposed meeting date or offer a substantially similar alternative meeting date and time. A Special Meeting will be held by video conference, unless otherwise agreed to by the Parties. In advance of any Special Meeting, the Optionee shall provide a brief written summary of any key topics or agenda items that the Optionee would like to review and discuss during any Special Meeting.
5. REPRESENTATIONS AND WARRANTIES
5.1 Representations and Warranties of the Optionee. The Optionee represents and warrants to the Optionor as follows:
| a. | The Optionee is duly organized, validly existing, and in good standing under the laws of the state of its organization; |
| b. | The Optionee has all necessary power and authority to enter into and perform its obligations under this Agreement; |
| c. | The execution, delivery, and performance of this Agreement by the Optionee have been duly authorized by all necessary action on the part of the Optionee; |
| d. | This Agreement constitutes the valid and binding obligation of the Optionee, enforceable against the Optionee in accordance with its terms; |
| e. | The Optionee has received and reviewed a copy of this Agreement and understands the rights, obligations, and restrictions associated with the Cash Distribution Right and the Equity Option; |
| f. | The Optionee has the financial capability to incur any costs and expenses such as income taxes resulting from the exercise of the Equity Option and issuance of the Optionee’s Membership Interests; |
| g. | The Optionee is acquiring the Equity Option and, upon exercise, the Optionee’s Membership Interests are for the Optionee’s own account for investment purposes only and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act or applicable state securities laws; |
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| h. | The Optionee has such knowledge and experience in financial and business matters that the Optionee is capable of evaluating the merits and risks of an investment in the Optionee’s Membership Interests; |
| i. | The Optionee understands that an investment in the Optionee’s Membership Interests involves substantial risks, and the Optionee is fully cognizant of and understands all of the risk factors related to the Optionee’s Membership Interests; |
| j. | The Optionee has had the opportunity to ask questions of, and receive answers from, representatives of the Optionor concerning the Optionor, the Cash Distribution Right, the Equity Option, and the Optionee’s Membership Interests and to obtain any additional information the Optionee deemed necessary regarding the Optionor, the Cash Distribution Right, the Equity Option, and the Optionee’s Membership Interests; and |
| k. | The Optionee’s principal place of business is at the address set forth in Section 12 of this Agreement. |
5.2 Representations and Warranties of the Optionor. The Optionor represents and warrants to the Optionee as follows:
| a. | The Optionor is duly organized, validly existing, and in good standing under the laws of the state of its organization; |
| b. | The Optionor has all necessary power and authority to enter into and perform its obligations under this Agreement; |
| c. | The execution, delivery, and performance of this Agreement by the Optionor have been duly authorized by all necessary action on the part of the Optionor; |
| d. | This Agreement constitutes the valid and binding obligation of the Optionor, enforceable against the Optionor in accordance with its terms; |
| e. | The Optionee’s Membership Interests, when issued upon exercise of the Equity Option in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid, and non-assessable; |
| f. | The issuance of the Cash Distribution Right, the Equity Option and, upon exercise, the Optionee’s Membership Interests will not conflict with or result in a breach or violation of any agreement, instrument, law, rule, regulation, judgment, or decree binding upon the Optionor; |
| g. | The recitals herein are not mere recitals and form a substantive part of this Agreement and shall at all times be considered representations and warranties of the Optionor; and |
| h. | As of the Effective Date, the Optionor is the sole member is Range Land. |
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6. TERMINATION
6.1 Termination. This Agreement shall commence on the Effective Date and continue until the earlier of: (a) the Optionee’s exercise of the Equity Option pursuant to Section 3; or (b) December 31, 2040 (such end date, the “Termination Date” and such period, the “Term”).
6.2 Survival. Sections 6, 8, 10, 11, 12, 13, and 17 shall survive and remain in full force and affect beyond the Term of this Agreement.
7. RESTRICTIONS ON TRANSFER
7.1 Transfer Restrictions. Neither the Cash Distribution Right nor the Equity Option may be transferred, assigned, pledged, or otherwise disposed of by the Optionee, except to an affiliate of the Optionee provided advance written notice is provided to the Optionor in accordance with the notice provisions of Section 12.
7.2 Operating Agreement Restrictions. Upon exercise of the Equity Option, the Optionee’s Membership Interests shall be subject to all transfer restrictions and other provisions contained in the A&R Operating Agreement.
8. INDEMNIFICATION AND LIMITATION OF LIABILITY
8.1 Indemnification by the Optionor. The Optionor agrees to indemnify and hold harmless Optionee, its parents, subsidiaries and affiliates, and each of their respective directors, officers, managers, members, shareholders, partners, employees, agents, attorneys, representatives, successors and assigns, from and against all liabilities, claims, losses, fines, fees, assessments, penalties, judgments, damages, costs or expenses (including attorneys’ fees) which any of them shall incur, sustain or suffer and which relate to or arise, directly or indirectly, out of or in connection with (a) any permits (including environmental and mining permits), licenses, approvals, consents, and authorizations, together with all modifications, renewals, amendments and extensions thereof and applications therefor, of or from any governmental authority related to the Premier-Cambrian Mines; (b) the Optionor’s acts or omissions (including any acts or omissions by parents, subsidiaries, affiliates, agents, contractors, or other persons or entities hired by or acting on behalf of Optionor) with respect to any Reclamation Bonds or Reckoning Permits, including, without limitation, all costs incurred in performing any actions required by the terms of any applicable law or remedying or otherwise curing any violations, defaults, breaches, instances of non-compliance or other occurrences with respect thereto ((a) and (b) together to include, without limitation and regardless of any cure period, the Premier-Cambrian Mines, the Reckoning Permits, the Reclamation Bonds, the Reckoning GIA, the GIA Joinder, the Reckoning Permits Contingent Liability, the Reclamation Liabilities and Reclamation Activities); (c) any material breach by the Optionor of its representations or warranties contained in this Agreement that has not been cured within thirty (30) days of receiving written notice from the Optionee of such breach; and (d) any material breach of any covenant or agreement by the Optionor contained in this Agreement that has not been cured within thirty (30) days of receiving written notice from the Optionee of such breach.
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8.2 Indemnification by the Optionee. The Optionee agrees to indemnify and hold harmless Optionor, its affiliates, and each of their respective directors, officers, managers, members, shareholders, partners, employees, agents, attorneys, representatives, successors and assigns, from and against all liabilities, claims, losses, fines, fees, assessments, penalties, judgments, damages, costs or expenses (including attorneys’ fees) which any of them shall incur, sustain or suffer and which relate to or arise, directly or indirectly, out of or in connection with (a) any material breach by the Optionee of its representations or warranties contained in this Agreement that has not been cured within thirty (30) days of receiving written notice from the Optionor of such breach; and (d) any material breach of any covenant or agreement by the Optionee contained in this Agreement that has not been cured within thirty (30) days of receiving written notice from the Optionor of such breach.
8.3 No Assumed Obligations. The Optionee’s interests hereunder are strictly financial and passive. The Optionee shall have no responsibility or liability for any environmental, mining, or reclamation obligations of the Optionor, whether arising before, on or after the Effective Date.
8.4 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO DAMAGES ARISING FROM A PARTY’S FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE.
8.4 Bonds. Reckoning and the Optionor shall remain solely responsible for addressing the Reclamation Liabilities under the Reckoning Permits and Reclamation Bonds and shall take all commercially reasonable actions necessary to obtain a full release of all Reclamation Bonds as quickly and efficiently as possible.
9. ADJUSTMENTS FOR CHANGES IN CAPITALIZATION
9.1 Adjustments. In the event of any merger, reorganization, consolidation, recapitalization, dividend or distribution (whether in cash, shares, or other property, other than a regular cash dividend), stock split, reverse stock split, spin-off, or similar transaction or other change in corporate or ownership structure affecting the membership interests of the Optionor, the Optionor shall make appropriate and equitable adjustments to the Equity Option and the Optionee’s Membership Interests, including adjustments to the number and kind of units or other property subject to the Equity Option. For the avoidance of doubt, any such event shall not result in less than a fifty percent (50%) membership interest in the Optionor being issued to the Optionee upon exercise of the Equity Option.
10. CONFIDENTIALITY
10.1 Confidentiality Obligations. The Optionee acknowledges that, in connection with this Agreement and the Optionee’s relationship with the Optionor, the Optionee may have access to confidential and proprietary information of the Optionor, including, but not limited to, business plans, financial information, customer information, trade secrets, and other non-public information (collectively, “Confidential Information”). The Optionee agrees to maintain the confidentiality of all Confidential Information and not to disclose or use such Confidential Information, except as required in the performance of the Optionee’s duties to the Optionor hereunder. Notwithstanding the foregoing or anything herein to the contrary, the Optionee understands that the Optionor is an indirect subsidiary of Range Impact, Inc., a Nevada corporation publicly traded on the OTC Markets, and therefore, the Optionee agrees that it may not use any material non-public information, including Confidential Information, in violation of any federal or state securities laws.
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10.2 Exceptions. The obligations set forth in Section 10.1 shall not apply to Confidential Information that:
| a. | Is or becomes generally available to the public other than as a result of a disclosure by the Optionee; |
| b. | Was known to the Optionee prior to its disclosure by the Optionor; |
| c. | Becomes known to the Optionee from a source other than the Optionor, provided that such source is not known by the Optionee to be bound by a confidentiality obligation to the Optionor; or |
| d. | Is required to be disclosed by law, regulation, or court order, provided that the Optionee provides the Optionor with prompt notice of such requirement so that the Optionor may seek a protective order or other appropriate remedy. |
10.3 Duration. The obligations set forth in this Section 10 shall continue beyond the Term of this Agreement for as long as the Confidential Information remains confidential.
11. COVENANTS
11.1 No Ownership. The Parties hereto (and their affiliates) do not intend and shall not treat the Cash Distribution Right or the Equity Option as an equity ownership interest in the Optionor for any purpose whatsoever, including for tax or accounting purposes. The Optionee shall only be deemed to hold an equity ownership interest in the Optionor if the Optionee exercises the Equity Option and the Optionee’s Membership Interests are issued to the Optionee in accordance with the terms and conditions of this Agreement.
11.2 Tax Treatment. Unless otherwise mutually agreed by the Parties, the Parties hereto (and their affiliates) shall treat the transactions contemplated hereunder for all tax purposes as (i) with respect to the Cash Distribution Right, the Optionee’s acquisition of the right to contractual payments by the Optionor, (ii) with respect to the Equity Option, an open transaction and acquisition of an option to acquire an undivided fifty percent (50%) interest in the equity of the Optionor, and (iii) with respect to the exercise of the Equity Option, the acquisition by the Optionee of an undivided fifty percent (50%) interest in the equity of the Optionor at the time of exercise in exchange for termination of the Cash Distribution Right. The Parties understand that the Optionee’s exercise of the Equity Option may have adverse tax consequences to either Party (and their affiliates). The Parties also understand and acknowledge that there are risks associated with the tax treatment of the transactions contemplated hereunder and that there is no guarantee the Internal Revenue Service or other taxing authority would agree with the agreed upon tax treatment and characterization as described in this Section 11.2, and no Party is hereby required to indemnify the other Party for any adverse tax outcome different from what is contemplated hereby.
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12. NOTICES
12.1 Method of Notice. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given if delivered by hand, sent by certified or registered mail (return receipt requested, postage prepaid), sent by overnight courier, or sent by electronic mail (provided no notification is received by the sender that the electronic mail failed to send or was otherwise undeliverable) to the Parties at the following addresses (or at such other addresses as shall be specified by the Parties by like notice):
If to the Optionor:
Range
Bluegrass Land, LLC
200 Park Avenue, Suite 400
Orange Village, Ohio 44122
Attention:
Michael Cavanaugh, CEO
Email: [email protected]
If to the Optionee:
Wicks Building LLC
555 Taylor Road
Enfield, Connecticut 06082
Attention:
Christoper Antonacci, General Counsel
Email: [email protected]
12.2 Effectiveness of Notice. Notices shall be deemed to have been given:
| 1. | If delivered by hand, on the date of delivery; |
| 2. | If sent by certified or registered mail, three (3) business days after mailing; |
| 3. | If sent by overnight courier, one (1) business day after deposit with the courier; or |
| 4. | If sent by electronic mail, on the date of transmission, provided no notification is received by the sender that the electronic mail failed to send or was otherwise undeliverable. |
13. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Ohio. Any legal suit, action or proceeding arising out of, based upon or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Ohio, in each case located in Cuyahoga County, Ohio, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.
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14. SUCCESSORS AND ASSIGNS
This Agreement may not be assigned by operation of law or otherwise without the prior written consent of the Parties; provided, however, that the Optionee may assign or transfer this Agreement to any of its affiliates, subsidiaries, or designees without the prior written consent of the Optionor but upon written notice from the Optionee to Optionor of such assignment. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns.
15. AMENDMENT AND MODIFICATION
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.
16. 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.
17. DISPUTE RESOLUTION
17.1 Negotiation. The Parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between the Parties. Any Party may give the other Party written notice of any dispute not resolved in the normal course of business. Within fifteen (15) days after delivery of the notice, the receiving Party shall submit to the other a written response. The notice and response shall include a statement of each Party’s position and a summary of arguments supporting that position. Within thirty (30) days after delivery of the initial notice, the Parties shall meet at a mutually acceptable time and place, and thereafter as often as they reasonably deem necessary, to attempt to resolve the dispute.
17.2 Mediation. If the dispute has not been resolved by negotiation as provided in Section 17.1 within forty-five (45) days after delivery of the initial notice of negotiation, or if the Parties failed to meet within thirty (30) days after delivery, the parties shall endeavor to settle the dispute by mediation under the Commercial Mediation Procedures of the American Arbitration Association.
17.3 Arbitration. If the dispute has not been resolved by mediation as provided in Section 17.2 within ninety (90) days after delivery of the initial notice of negotiation, any unresolved controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator selected by mutual agreement of the Parties or, if the Parties cannot agree, by the American Arbitration Association. The arbitration shall take place in Lexington, Kentucky. The award of the arbitrator shall be final and binding upon the Parties and may be entered as a judgment in any court of competent jurisdiction.
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17.4 Costs. Each party shall bear its own costs and expenses (including attorneys’ fees) in connection with any negotiation, mediation, or arbitration pursuant to this Section 17; provided, however, that the arbitrator may award costs and expenses (including attorneys’ fees) to the prevailing party.
17.5 Confidentiality. All negotiations, mediations, and arbitrations pursuant to this Section 17 shall be confidential and shall be treated as compromise and settlement negotiations for purposes of applicable rules of evidence.
17.6 Injunctive Relief. Notwithstanding the foregoing, either party may seek injunctive relief or other equitable remedies from a court of competent jurisdiction without complying with the provisions of this Section 17 where necessary to prevent irreparable harm.
18. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements or understandings, whether written or oral. 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. Any such counterpart, to the extent delivered in PDF format attached to electronic mail, shall be treated as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version delivered in person.
19. FURTHER ASSURANCES
Each Party hereto shall execute and deliver such additional documents and instruments and perform such additional acts as may be necessary or appropriate to effectuate, carry out, and perform all of the terms, provisions, and conditions of this Agreement and the transactions contemplated hereby.
20. 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.
[SIGNATURE PAGE FOLLOWS]
| Page 13 |
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
| OPTIONOR: | ||
| RANGE BLUEGRASS LAND, LLC | ||
| By: | ||
| Name: Michael Cavanaugh | ||
| Title: Chief Executive Officer | ||
| OPTIONEE: | ||
| WICKS BUILDING LLC | ||
| By: | ||
| Name: Frank M. Antonacci | ||
| Title: Manager | ||
SIGNATURE PAGE TO MEMBERSHIP INTEREST OPTION AND CASH DISTRIBUTION RIGHT AGREEMENT
EXHIBIT A
RECKONING PERMITS
AND RECLAMATION BONDS
| EXHIBIT A TO MEMBERSHIP INTEREST OPTION AND CASH DISTRIBUTION RIGHT AGREEMENT – PAGE 1 OF 1 |
EXHIBIT B
RANGE BLUEGRASS LAND LLC
GOVERNANCE DOCUMENTS
[See Attached]
| EXHIBIT B TO MEMBERSHIP INTEREST OPTION AND CASH DISTRIBUTION RIGHT AGREEMENT – COVER PAGE |
Exhibit 10.7
JOINDER TO
GENERAL INDEMNITY AGREEMENT
This JOINDER TO GENERAL INDEMNITY AGREEMENT (this “Joinder”) is made effective as of December 31, 2025 (the “Effective Date”), by and among Continental Heritage Insurance Company (“Surety”), Range Bluegrass Land, LLC, an Ohio limited liability company (the “Indemnitor”) and Reckoning Reclamation, LLC, an Ohio limited liability company (“Principal”).
WHEREAS, effective on or about December 20, 2023, Principal entered into that certain General Indemnity Agreement (the “Reckoning GIA”) indemnifying Surety for all losses related to the bonds issued thereunder;
WHEREAS, Surety issued bonds pursuant to the Reckoning GIA for certain permits at the Premier Elkhorn and Cambrian Coal Mining Complexes in Floyd, Letcher, and Pike Counties, Kentucky (“Premier-Cambrian Mines”);
WHEREAS, pursuant to a Purchase and Sale Agreement effective the date hereof (the “Range PSA”), the Indemnitor has agreed to be responsible for the oversight, management and release of the permits retained by Principal as identified on Exhibit A attached hereto (the “Reckoning Permits”) and certain attendant liabilities as defined in Section 3.3 of the Range PSA (the “Reckoning Permits Contingent Liability”);
WHEREAS, in support of the Surety’s bonds issued for the Reckoning Permits, the Indemnitor hereby pledges certain real and personal property assets purchased under the Range PSA (the “Indemnitor Assets”) as collateral in support of the bonds issued for the Reckoning Permits, to be secured and further defined by mortgages and UCC filings in favor of Surety (the “Perfected Liens”); and
WHEREAS, the Indemnitor wishes to join itself to the terms and conditions of the Reckoning GIA to pledge the Indemnitor Assets and provide the Perfected Liens in exchange for the Surety’s consent to the Principal and Indemnitor entering into the Range PSA.
NOW, THEREFORE, in consideration of the recitals above, incorporated herein by reference, and the parties’ mutual covenants, the parties agree as follows:
1. The Indemnitor agrees it is jointly and severally liable for the Reckoning Permits Contingent Liability related to the bonds issued by Surety for the Reckoning Permits pursuant to the Reckoning GIA irrespective of whether the bonds were issued before or after the Effective Date of this Joinder. For the avoidance of doubt, the Indemnitor further acknowledges that it fully indemnifies Surety for any losses Surety incurs or may incur related to any of the bonds supporting the Reckoning Permits to the extent of the Reckoning Permits Contingent Liability, including those issued prior to the effective date of this Joinder.
2. By executing and delivering this Joinder, the Indemnitor becomes a party to the Reckoning GIA as an “Indemnitor” thereunder and adopts the Reckoning GIA as provided herein. The Indemnitor agrees to be bound by all the terms, conditions and provisions of the Reckoning GIA, including the obligation to indemnify Surety for the Reckoning Permits Contingent Liability, and to that extent, assumes all the rights, duties, liabilities and obligations of an “Indemnitor” thereunder.
3. The Indemnitor hereby acknowledges and agrees that the Indemnitor Assets shall serve as collateral for, and are hereby attached to, all Obligations related to the Reckoning Permits Contingent Liability under the Reckoning GIA.
4. All other terms and conditions as set forth in the Reckoning GIA shall remain unchanged and be in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Joinder as of the Effective Date.
| SURETY: | ||
| CONTINENTAL HERITAGE INSURANCE COMPANY | ||
| By: | Sean O’Brien | |
| Its: | President | |
[SIGNATURES ON THE FOLLOWING PAGES]
| INDEMNITOR: | ||
| RANGE BLUEGRASS LAND, LLC, | ||
| an Ohio limited liability company | ||
| By: | ||
| Name: | Michael R. Cavanaugh | |
| Its: | Chief Executive Officer | |
| STATE OF OHIO | ) | ||
| ) ss.: | |||
| COUNTY OF CUYAHOGA | ) |
I, ___________________________, a Notary Public in and for the State and County aforesaid, do hereby certify that Michael Cavanaugh, Chief Executive Officer of Range Bluegrass Land, LLC, an Ohio limited liability company, whose name as such is signed to the writing hereto annexed, has this day before me, in my said County, acknowledged the said writing on behalf of said company.
Given under my hand and notarial seal this 31st day of December, 2025.
My commission expires: _____________________.
| PRINCIPAL: | ||
| RECKONING RECLAMATION, LLC, | ||
| an Ohio limited liability company | ||
| By: | ||
| Name: | James Davidson | |
| Its: | Manager | |
| STATE OF OHIO | ) | ||
| ) ss.: | |||
| COUNTY OF CUYAHOGA | ) |
I, ___________________________, a Notary Public in and for the State and County aforesaid, do hereby certify that James Davidson, Manager of Reckoning Reclamation, LLC, an Ohio limited liability company, whose name as such is signed to the writing hereto annexed, has this day before me, in my said County, acknowledged the said writing on behalf of said company.
Given under my hand and notarial seal this 31st day of December, 2025.
My commission expires: _____________________.
EXHIBIT A
Reckoning Permits
Exhibit 99.1
Range Impact Announces Two Major Land Acquisitions in Kentucky and Sale of Abandoned Mine Land Services Business
CLEVELAND, OHIO – (January 7, 2026) – Range Impact, Inc. (OTCQB: RNGE) (“Range Impact” or the “Company”), a public company dedicated to acquiring, reclaiming and repurposing distressed coal mine properties throughout Appalachia, announced the acquisition of the Premier Elkhorn mine complex (“Premier Elkhorn Mine Complex”) and Cambrian Coal mine complex (“Cambrian Coal Mine Complex”), both located in eastern Kentucky, from Continental Land Co., LLC on December 31, 2025. On the same day, the Company sold all the common stock of Collins Building & Contracting, Inc., a wholly owned subsidiary (“Collins Building”), completing the Company’s exit from its abandoned mine land reclamation services business.
Premier Elkhorn and Cambrian Coal Acquisitions
The Company, through a newly created subsidiary, Range Bluegrass Land LLC (“Range Bluegrass”), acquired all of the real and personal property of the Premier Elkhorn Mine Complex and the Cambrian Coal Mine Complex in exchange for assuming the reclamation obligations of the mine permit holder, Reckoning Reclamation LLC.
The Premier Elkhorn Mine Complex is a former coal mine site comprised of approximately 13,000 surface acres and 42,500 mineral interest acres. The Premier Elkhorn Mine Complex contains metallurgical and thermal coal reserves with 34 mining permits and $44 million of reclamation bonds. The Premier Elkhorn Mine Complex also includes significant legacy investments in coal processing infrastructure, rail, roads, and utilities.
The Cambrian Coal Mine Complex is a former coal mine site comprised of approximately 2,600 surface acres and additional leasable acres of mineral interests. The Cambrian Coal Mine Complex contains metallurgical and thermal coal reserves with 9 mining permits and $10 million of reclamation bonds. The Cambrian Coal Mine Complex is located near the Premier Elkhorn Mine Complex and had previously used the Premier Elkhorn Mine Complex’s coal infrastructure, rail, roads, and utilities when it was operating.
In connection with these land acquisitions, Range Bluegrass entered into an Option Agreement with MRR CNG, LLC (“MRR”), a landfill developer and operator, granting MRR the option to acquire approximately 1,500 acres of surface land at the Premier Elkhorn Mine Complex for the future development and operation of a new waste disposal facility. The option grant was effective as of December 31, 2025. MRR paid Range Bluegrass $500,000 at the time of the grant and would be required to pay the fair market value of the land upon exercise.
Range Bluegrass also entered into a Membership Interest Option and Cash Distribution Right Agreement with Wicks Building LLC (“Wicks Building”), an affiliate of MRR, pursuant to which Wicks Building is entitled to receive 50% of any cash distributions made by Range Bluegrass and is permitted to convert such right into the ownership of 50% of the membership interests of Range Bluegrass. This transaction closed on December 31, 2025 and Wicks Building paid Range Bluegrass $500,000 at closing.
The Company also entered into Consulting Agreements with MRR and F & G LLC (“F & G”), an affiliate of MRR, pursuant to which the Company has agreed to provide certain reclamation and bond release services to MRR and F & G in connection with the potential development of MRR’s waste disposal facility at the Premier Elkhorn Mine Complex. The Company received an initial fee of $1.0 million upon execution of the agreements on December 31, 2025, and, unless the agreements are earlier terminated, is scheduled to receive additional fees of $2.0 million in each of 2026 and 2027.
“With the two large acquisitions announced today, the Company now owns four significant land investments - the Fola and Hobet Mine Complexes in West Virginia, and the Premier Elkhorn and Cambrian Coal Mine Complexes in Kentucky – representing ownership of approximately 30,000 acres of surface land and 150,000 acres of mineral interests,” stated Michael Cavanaugh, the Company’s Chief Executive Officer. Cavanaugh continued, “Range is clearly differentiating itself as a creative problem solver for the region’s most difficult social, economic and environmental challenges caused by legacy coal mine sites and is in the process of assembling one of the largest and most unique portfolios of strategic land assets in Appalachia.”
Collins Building Sale
On December 31, 2025, the Company sold all its common stock of Collins Building to Collins Reclamation LLC, an unaffiliated entity, in exchange for Collins Reclamation’s assumption of two remaining abandoned mine land reclamation contracts in West Virginia.
Mr. Cavanaugh noted, “In its early days, Range Impact had focused primarily on generating revenue by providing reclamation and incidental mining and security services to third party mining companies, permit holders and private owners with abandoned mine land property. However, beginning in early 2025, our strategy evolved from a service-based business model to a land ownership business model designed to create shareholder value by unlocking the underlying value of land we own through our reclamation activities, and then creating multiple streams of long-term recurring revenue with a diverse group of third-party lessees focused on next-generation uses.” Mr. Cavanaugh continued, “The Collins Building sale completes our exit from service-based reclamation work for third-party customers and allows our team to focus all of our attention, energy and capital on the reinvigoration and reimagination of former coal mine sites that we own in Appalachia.”
About Range Impact, Inc.
Headquartered in Cleveland, Ohio, Range Impact is a public company (OTC: RNGE) dedicated to improving the health and wellness of people and the planet through a novel and innovative approach to impact investing. Range Impact owns and operates several complementary operating businesses focused on developing long-term solutions to environmental, social, and health challenges, with a particular focus on acquiring, reclaiming and repurposing mine sites and other undervalued land in economically disadvantaged communities throughout Appalachia. Range Impact takes an opportunistic approach to impact investing by leveraging its competitive advantages and looking at solving old problems in new ways. Range Impact seeks to thoughtfully allocate its capital into strategic opportunities that are expected to make a positive impact on the people-planet ecosystem and generate strong investment returns for its shareholders.
Notice Regarding Forward-Looking Statements
This press release contains “forward-looking statements” as that term is defined in Section 27(a) of the Securities Act of 1933, as amended and Section 21(e) of the Securities Exchange Act of 1934, as amended. Statements in this press release which are not purely historical are forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future. Although we believe that these statements are based on reasonable assumptions, they are subject to numerous factors that could cause actual outcomes and results to be materially different from those indicated in such statements. Such factors include, among others, the inherent uncertainties associated with new projects, changes in business strategy and new lines of business. These forward-looking statements are made as of the date of this press release, and we assume no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements. Although we believe that any beliefs, plans, expectations and intentions contained in this press release are reasonable, there can be no assurance that any such beliefs, plans, expectations or intentions will prove to be accurate. Investors should consult all of the information set forth herein and should also refer to the risk factors disclosure outlined in our annual report on Form 10-K for the most recent fiscal year, our quarterly reports on Form 10-Q and other periodic reports filed from time-to-time with the Securities and Exchange Commission.
Range Impact, Inc.
Investor Relations
P: +1 (216) 304-6556
W: www.rangeimpact.com