Common use of Emptive Rights Clause in Contracts

Emptive Rights. If, at any time after the First Closing Date, Entree offers to sell for cash, by way of a private placement or a public offering, any Common Shares or any securities convertible into or exchangeable for Common Shares (for greater certainty, other than (i) incentive stock options or Common Shares issued on the exercise thereof, (ii) warrants outstanding as at the date hereof to purchase Common Shares, (iii) Common Shares issued on the exercise of any warrants, or (iv) Units to Ivanhoe on the Second Closing Date) ("Cash Offer Securities"), Entree will offer to Kennecott, at least 10 Business Days prior to the issuance of any such Cash Offer Securities, by Notice (the "Offer Notice") the right, for a period of 10 Business Days, to purchase that number of Cash Offer Securities (including a pro rata share of any Cash Offer Securities that are securities convertible into or exchangeable for Common Shares) which would result in Kennecott beneficially owning, in aggregate, the same percentage of outstanding Common Shares after the issuance of the Cash Offer Securities that Kennecott beneficially owned on the date of the Offer Notice. For purposes of this section 2.4, outstanding Common Shares after the issuance of the Cash Offer Securities will be calculated by taking the issued and outstanding Common Shares as at the date of the Offer Notice and adding the Common Shares issued in the sale of the Cash Offer Securities (including those that may be issued to Kennecott pursuant to this section 2.4). Kennecott may purchase the Cash Offer Securities for cash in an amount per Cash Offer Security equal to the price for which the particular Cash Offer Securities are to be issued. The Offer Notice will describe the Cash Offer Securities proposed to be issued and specify the number, price and payment terms. Kennecott may accept Entree's offer as to the full number of Cash Offer Securities offered to it or any lesser number, by Notice thereof given by it to Entree prior to the expiration of the aforesaid 10 Business Day period, in which event Entree will, within 10 Business Days following the closing of the sale of Cash Offer Securities to third parties, sell and Kennecott will buy, upon the terms specified, the number of Cash Offer Securities agreed to be purchased by Kennecott.

Emptive Rights. If5.1 The Company hereby grants to the Purchaser the right to purchase any new Company Common Stock (other than any Excluded Securities) (the “New Securities”) that the Company may propose to issue or sell to any third party at a price that is less than the greater of (A) $1.80 and (B) the per share net asset value of the Company, at any time after the First Closing Date, Entree offers to sell for cash, by way as of a private placement or a public offeringtime that is no more than 48 hours, any Common Shares or any securities convertible into or exchangeable in each case excluding Sundays and holidays recognized as such for Common Shares purposes of Section 23(b) of the Investment Company Act, prior to the applicable issuance date (for greater certaintythe “Applicable Per Share Purchase Price”), other than (i) incentive stock options or Common Shares issued during the period beginning on the exercise thereof, (ii) warrants outstanding as at the date hereof to purchase Common Shares, (iii) Common Shares issued and ending on the exercise two (2) year anniversary of the date hereof (the “Preemptive Period”). 5.2 In the event that the Company proposes to issue and sell during the Preemptive Period New Securities at a price less than the Applicable Per Share Purchase Price, the Company shall deliver written notice (an “Issuance Notice”) of such proposed issuance to the Purchaser within three (3) Business Days following any meeting (or the effective date of any warrants, or (ivwritten consent) Units to Ivanhoe on of the Second Closing Date) ("Cash Offer Securities"), Entree will offer to Kennecott, Board at least 10 Business Days prior to the issuance of which any such Cash Offer Securities, by issuance or sale is approved. The Issuance Notice shall set forth (the "Offer Notice"a) the right, for a period of 10 Business Days, to purchase that number of Cash Offer Securities (including a pro rata share of any Cash Offer Securities that are securities convertible into or exchangeable for Common Shares) which would result in Kennecott beneficially owning, in aggregate, the same percentage of outstanding Common Shares after the issuance of the Cash Offer Securities that Kennecott beneficially owned on the date of the Offer Notice. For purposes of this section 2.4, outstanding Common Shares after the issuance of the Cash Offer Securities will be calculated by taking the issued and outstanding Common Shares as at the date of the Offer Notice and adding the Common Shares issued in the sale of the Cash Offer Securities (including those that may be issued to Kennecott pursuant to this section 2.4). Kennecott may purchase the Cash Offer Securities for cash in an amount per Cash Offer Security equal to the price for which the particular Cash Offer Securities are to be issued. The Offer Notice will describe the Cash Offer New Securities proposed to be issued and specify (b) the numberproposed purchase price per share. 5.3 The Purchaser shall for a period of five (5) calendar days following the receipt of an Issuance Notice (the “Exercise Period”) have the right to elect to purchase for cash, at the purchase price and payment termsupon the other terms and conditions set forth in the Issuance Notice, including, without limitation, any applicable stockholder approval, some or all of the New Securities proposed to be issued and sold by the Company at the earliest reasonably practicable date agreed upon between the Company and the Purchaser. Kennecott The Purchaser may accept Entree's offer as elect to purchase the New Securities upon the terms and conditions set forth in the Issuance Notice by delivering a written notice of such election to the full number Company at any time during the Exercise Period. The Purchaser’s election to purchase New Securities during the Preemptive Period pursuant to this Section 5.3 shall be binding upon the Purchaser and shall be irrevocable. 5.4 The Company may offer and sell some or all of Cash Offer the New Securities offered described in the Issuance Notice that the Purchaser shall not have elected to it purchase pursuant to Section 5.3 during the Exercise Period upon terms and conditions no more favorable to any prospective purchaser than the terms and conditions set forth in the Issuance Notice so long as such issuance or any lesser number, by Notice thereof given by it to Entree prior to sale is consummated within ninety (90) calendar days following the expiration of the aforesaid 10 Business Day Exercise Period. In the event the Company has not sold such New Securities within such time period, the Company shall not thereafter issue or sell any New Securities without first offering such securities to the Purchaser in which event Entree will, within 10 Business Days following accordance with the closing procedures set forth in this Section 5. 5.5 Upon the consummation of the issuance to the Purchaser of any New Securities in accordance with this Section 5, the Company shall deliver to the Purchaser certificates (if any) evidencing the New Securities, which New Securities and the Voting Power with respect thereto shall automatically be subject to the terms and conditions of this Agreement. The Purchaser shall deliver to the Company the purchase price for the New Securities purchased by it by wire transfer of immediately available funds. The Purchaser shall take all such other actions as the Company may reasonably request to consummate the purchase and sale of Cash Offer New Securities pursuant to third partiesthis Section 5 in accordance with applicable law, sell including, without limitation, executing and Kennecott will buydelivering to the Company a duly completed and executed investor questionnaire covering such matters as the Company or its counsel may reasonably determine are necessary to ensure that such issuance and sale is exempt from the registration requirements of the Securities Act of 1933, upon the terms specified, the number of Cash Offer Securities agreed to be purchased by Kennecottas amended.