Common use of Discounted Payoff Clause in Contracts

Discounted Payoff. Section 5 of the Sixth Extension Agreement is amended and restated in its entirety by the following superseding provisions. (a) The Prospect Parties, collectively and individually, shall make their best efforts to raise a sufficient aggregate amount in Equity Issuances (as defined in the Note) between the Effective Date and May 16, 2014 (the “Prepayment Expiration Date”) in order to make Fifteen Million Dollars ($15,000,000) in aggregate payments pursuant to the Note after the Effective Date and before the Prepayment Expiration Date. (b) Upon indefeasible prepayment of the Note on or prior to the Prepayment Expiration Date in accordance with, and subject to the conditions set forth in, Section 3.4 of the Note (such payment if made subject to such conditions and prior to such deadline, the “Discounted Payoff”), the Prospect Parties and Karlsson agree: (1) [Reserved]; (2) [Reserved]; (3) that the Prospect Parties, at their cost and expense shall cause the Royalty Agreements to be recorded in the Official Records and, to the extent applicable to any lands administered by the ASLD, filed in the records of the ASLD, and shall deliver a certified copy of the recorded instruments and evidence of such filing to Karlsson, subject only to the title exceptions set forth in those certain lender’s title insurance policies issued by Commonwealth Land Title Insurance Company as policy # 01771851 as to the AWP Royalty Agreement and, with respect to the Apache Royalty Agreement, Commonwealth Land Title Insurance policy # 01792291; (4) that all obligations of the Prospect Parties, on the one hand, and Karlsson, on the other, under the Loan Documents shall be terminated and any such documents or instruments as are reasonably required to evidence such termination (including but not limited to UCC Termination Statements) shall, upon the written request of, and at the expense of, the Prospect Parties, be executed and, if required, filed. Notwithstanding the foregoing, the covenants, terms, conditions and obligations of the Prospect Parties and rights of Karlsson under the Supplemental Payment Agreement, the Additional Consideration Agreement (for the avoidance of doubt, including but not limited to the Royalty Agreements), Sections 4(a), 5(b), 7, 11 and 12 of each of the Fourth Extension Agreement, the Sixth Extension Agreement and of this Agreement, Section 3A of the Sixth Extension Agreement, the Registration Rights Agreement, and the Additional Warrant (collectively, the “Surviving Agreements”) shall survive pursuant to the terms and conditions of such agreements and not be affected by any payment under or prepayment of the Note; (5) to execute and deliver that certain Mutual Release of Claims in the form attached hereto as Exhibit 4; (6) to execute and deliver jointly to the Escrow Agent an Approved Schedule (each as defined in the Escrow Agreement) providing for the immediate disbursement to Parent of all escrowed funds; (7) that Parent shall execute and deliver a Warrant in the form attached hereto as Exhibit 6 (the “Additional Warrant”); (8) to execute and deliver an Amendment No. 3 to Registration Rights Agreement in the form attached hereto as Exhibit 7, and (9) to execute and deliver an amendment to the Supplemental Payment Agreement (the “SPA Amendment”) in the form attached hereto as Exhibit 8. For the avoidance of doubt, until such time (if any) as the Discounted Payoff occurs, except as specifically set forth in this Agreement or in the documents referenced in Section 3(a) hereof, all provisions of the Loan Documents and any other agreements between one or more of the Prospect Parties and Karlsson shall remain in full force and effect, and the parties thereto shall continue to have all of their rights and remedies thereunder.

Discounted Payoff. Section 5 of the Sixth Extension Agreement is amended and restated in its entirety by the following superseding provisions. (a) The Prospect Parties, collectively and individually, shall make their best efforts to raise a sufficient aggregate amount in Equity Issuances (as defined in the Note) between the Effective Date and May 16March 10, 2014 (the “Prepayment Expiration Date”) in order to make Fifteen Twenty-Five Million Dollars ($15,000,00025,000,000) in aggregate payments pursuant to the Note after the Effective Date and before the Prepayment Expiration Date. (b) Upon indefeasible prepayment of the Note on or prior to the Prepayment Expiration Date in accordance with, and subject to the conditions set forth in, Section 3.4 of the Note (such payment if made subject to such conditions and prior to such deadline, the “Discounted Payoff”), the Prospect Parties and Karlsson agree: (1) [Reserved]to execute and deliver those certain Royalty Agreements in the forms attached hereto as Exhibit H (together with all royalty agreements to be executed and delivered pursuant to Section 12(b) of this Agreement, the “Royalty Agreements”) amending the Additional Consideration Agreement dated as of August 1, 2012 among AWP, Apache, and Karlsson, as previously amended; (2) [Reserved]; (3) that the Prospect Parties, at their cost and expense shall cause the Royalty Agreements to be recorded in the Official Records and, to the extent applicable to any lands administered by the ASLD, filed in the records of the ASLD, and shall deliver a certified copy of the recorded instruments and evidence of such filing to Karlsson, subject only to the title exceptions set forth in those certain lender’s title insurance policies issued by Commonwealth Land Title Insurance Company as policy # 01771851 as to the AWP Royalty Agreement and, with respect to the Apache Royalty Agreement, Commonwealth Land Title Insurance policy # 01792291; (43) that all obligations of the Prospect Parties, on the one hand, and Karlsson, on the other, under the Loan Documents shall be terminated and any such documents or instruments as are reasonably required to evidence such termination (including but not limited to UCC Termination Statements) shall, upon the written request of, and at the expense of, of the Prospect Parties, be executed and, if required, filed. Notwithstanding the foregoing, the covenants, terms, conditions and obligations of the Prospect Parties and rights of Karlsson under the Supplemental Payment Agreement, the Additional Consideration Agreement (for the avoidance of doubt, including but not limited to the Royalty Agreements), Sections 4(a), 5(b), 7, 11 and 12 of each of the Fourth Extension Agreement, the Sixth Extension Agreement and of this Agreement, Section 3A of the Sixth Extension Agreement, the Registration Rights Agreement, the May 2012 Warrant, the June 2013 Warrant and the Additional Warrant (collectively, the “Surviving Agreements”) shall survive pursuant to the terms and conditions of such agreements and not be affected by any payment under or prepayment of the Note; (54) to execute and deliver that certain Mutual Release of Claims in the form attached hereto as Exhibit 4I; (65) to execute and deliver jointly to the Escrow Agent an Approved Schedule (each as defined in the Escrow Agreement) providing for the immediate disbursement to Parent of all escrowed funds; (76) that Parent shall execute and deliver a Warrant in the form attached hereto as Exhibit 6 C (the “Additional Warrant”); (8) 7) to execute and deliver an Amendment No. 3 2 to Registration Rights Agreement in the form attached hereto as Exhibit 7D, amending the Registration Rights Agreement dated as of August 1, 2012 between Parent and Karlsson (as amended from time to time, the “Registration Rights Agreement”); and (9) 8) to execute and deliver an amendment to the Supplemental Payment Agreement (the “SPA Amendment”) in the form attached hereto as Exhibit 8. G. For the avoidance of doubt, until such time (if any) as the Discounted Payoff occurs, except as specifically set forth in this Agreement or in the documents referenced in Section Sections 3(a) through (f) hereof, all provisions of the Loan Documents and any other agreements between one or more of the Prospect Parties and Karlsson shall remain in full force and effect, and the parties thereto shall continue to have all of their rights and remedies thereunder.

Discounted Payoff. Section 5 of the Sixth Fourth Extension Agreement Agreement, as amended by Section 5 of the Fifth Extension Agreement, is amended and restated in its entirety by the following superseding provisions. (a) The Prospect Parties, collectively and individually, shall make their best efforts to raise a sufficient aggregate amount in Equity Issuances (as defined in the Note) between the Effective Date and May 16April 23, 2014 (the “Prepayment Expiration Date”) in order to make Fifteen Million Dollars ($15,000,000) in aggregate payments pursuant to the Note after the Effective Date and before the Prepayment Expiration Date. (b) Upon indefeasible prepayment of the Note on or prior to the Prepayment Expiration Date in accordance with, and subject to the conditions set forth in, Section 3.4 of the Note (such payment if made subject to such conditions and prior to such deadline, the “Discounted Payoff”), the Prospect Parties and Karlsson agree: (1) [Reserved]to execute and deliver that certain Amendment No. 2 to Additional Consideration Agreement (the “ACA Amendment”) in form attached as Exhibit 5 to this Agreement; (2) [Reserved]immediately following the execution of the ACA Amendment, to execute and deliver those certain Royalty Agreements in the forms attached as Exhibit 6 to this Agreement (together with all royalty agreements to be executed and delivered pursuant to Section 12(b) of the Fourth Extension Agreement, the “Royalty Agreements”); (3) that the Prospect Parties, at their cost and expense shall cause the Royalty Agreements to be recorded in the Official Records and, to the extent applicable to any lands administered by the ASLD, filed in the records of the ASLD, and shall deliver a certified copy of the recorded instruments and evidence of such filing to Karlsson, subject only to the title exceptions set forth in those certain lender’s title insurance policies issued by Commonwealth Land Title Insurance Company as policy # 01771851 as to the AWP Royalty Agreement and, with respect to the Apache Royalty Agreement, Commonwealth Land Title Insurance policy # 01792291; (4) that all obligations of the Prospect Parties, on the one hand, and Karlsson, on the other, under the Loan Documents shall be terminated and any such documents or instruments as are reasonably required to evidence such termination (including but not limited to UCC Termination Statements) shall, upon the written request of, and at the expense of, the Prospect Parties, be executed and, if required, filed. Notwithstanding the foregoing, the covenants, terms, conditions and obligations of the Prospect Parties and rights of Karlsson under the Supplemental Payment Agreement, the Additional Consideration Agreement (for the avoidance of doubt, including but not limited to the Royalty Agreements), Sections 4(a), 5(b), 7, 11 and 12 of each of the Fourth Extension Agreement, the Sixth Extension Agreement and of this Agreement, Section 3A of the Sixth Extension this Agreement, the Registration Rights Agreement, and the Additional Warrant (collectively, the “Surviving Agreements”) shall survive pursuant to the terms and conditions of such agreements and not be affected by any payment under or prepayment of the Note; (5) to execute and deliver that certain Mutual Release of Claims in the form attached hereto as Exhibit 4; (6) to execute and deliver jointly to the Escrow Agent an Approved Schedule (each as defined in the Escrow Agreement) providing for the immediate disbursement to Parent of all escrowed funds; (7) that Parent shall execute and deliver a Warrant in the form attached hereto as Exhibit 6 3 (the “Additional Warrant”); (8) to execute and deliver an Amendment No. 3 to Registration Rights Agreement in the form attached hereto as Exhibit 7, and (9) to execute and deliver an amendment to the Supplemental Payment Agreement (the “SPA Amendment”) in the form attached hereto as Exhibit 8G to the Fourth Extension Agreement. For the avoidance of doubt, until such time (if any) as the Discounted Payoff occurs, except as specifically set forth in this Agreement or in the documents referenced in Section 3(a) hereof, all provisions of the Loan Documents and any other agreements between one or more of the Prospect Parties and Karlsson shall remain in full force and effect, and the parties thereto shall continue to have all of their rights and remedies thereunder.