Common use of Preferential Purchase Right Clause in Contracts

Preferential Purchase Right. Prior to the Company’s initial public offering of its equity securities pursuant to a registration statement filed and declared effective by the Securities Act, should the Optionee at any time desire to dispose of all or a portion of the Shares issuable pursuant to this Option, the Optionee shall promptly give notice to the Company (the “Disposition Notice”). The Disposition Notice shall set forth all relevant information with respect to the proposed disposition, including the name and address of the prospective acquiror, the purchase price (and any related information that is required by the Company), the number of Shares that are the subject of the disposition and any other terms and conditions of the proposed disposition. The Company shall have the preferential right to acquire such Shares for an amount in cash equivalent to the consideration set forth in the Disposition Notice. If the purchase price set forth in the Disposition Notice is in the form of a promissory note, in lieu of cash, the Company may, at its option, acquire the Shares by issuing a promissory note to the Optionee on the same terms and conditions set forth in the Disposition Notice. If within 15 days the Company and the Optionee are unable to agree on a cash equivalent for any non-cash consideration described in the Disposition Notice, the cash consideration payable by the Company to the Optionee shall be based on the Fair Market Value determined in accordance with this Agreement. The Company shall have 30 days following receipt of the Disposition Notice in which to notify the Optionee whether the Company desires to exercise its preferential right. If the Company does not respond during the applicable period, it shall be deemed to have waived such right and the Optionee shall have the right, subject to compliance with this Agreement and the Plan, to dispose of the Shares stated. in the Disposition Notice to the proposed assignee strictly in compliance with the terms of the Disposition Notice for a period of 60 days after the expiration of the preferential right. If, however, the Optionee fails to so dispose of the Shares within such 60-day period, the proposed disposition shall again become subject to the preferential right set forth in this Section 11.

Preferential Purchase Right. Prior to Except for Dispositions of Membership Units permitted in accordance with Section 4.2(b) or as a result of a Change of Control or TANE exercising its rights under the Company’s initial public offering of its equity securities pursuant to Toshiba Credit Agreement and the other Loan Documents, if a registration statement filed and declared effective by the Securities Act, should the Optionee Member at any time desire proposes to dispose Dispose of all or a any portion of its Membership Units in a transaction that complies with the Shares issuable pursuant to this Optionrequirements of Section 4.2, the Optionee then such Member shall promptly give notice to the Company of such proposed transaction (the “Disposition Notice”)) to the Company and each other Member. The Disposition Notice shall set forth all relevant information with respect to material terms of the proposed dispositionDisposition, including the name and address of the prospective acquiroracquirer, the fact that the prospective acquirer has agreed to purchase price (and any related information that is required all or a specified part of the Membership Units owned by the Company)Disposing Member, the number of Shares that are price to be paid for such Membership Units, and the subject of the disposition and any other material terms and conditions of the proposed dispositionDisposition. The Company Each other Member shall have the preferential right (the “Preferential Right”), exercisable by notice (the “Exercise Notice” and each exercising Member, a “Purchasing Member”) to acquire such Shares each other Member on or before the ** Day after the Disposition Notice is given, to acquire, for an amount in cash equivalent to the consideration same purchase price and on the same terms and conditions as are set forth in the Disposition Notice. If the purchase price set forth in the Disposition Notice is in the form of a promissory note, in lieu of cashsuch Purchasing Member’s pro-rata portion, the Company may, at its option, acquire the Shares by issuing a promissory note to the Optionee on the same terms and conditions set forth in the Disposition Notice. If within 15 days the Company and the Optionee are unable to agree on a cash equivalent for any non-cash consideration described in the Disposition Notice, the cash consideration payable by the Company to the Optionee shall be based on the Fair Market Value determined Membership Percentages of each Purchasing Member (for purposes of determining such pro-rata portion, including only the Membership Units of the Purchasing Member(s)), of the Membership Units included in such proposed Disposition in accordance with this Agreement. The Company shall have 30 days following receipt of the Disposition Notice in which to notify the Optionee whether the Company desires to exercise its preferential rightSection 4.3. If the Company does Purchasing Members fail to exercise their Preferential Right to purchase all of the Membership Units included in such proposed Disposition within such ** Days, the Disposing Member shall give the Purchasing Members a second notice of the proposed Disposition of the Membership Units which were not respond subscribed for. Unless on or before the ** Day after such second notice, the Purchasing Members have either (i) each elected, by notice to the Disposing Member, to purchase its respective pro-rata share of all of the Membership Units not subscribed for by such other Members or (ii) collectively elected, by ** This portion has been redacted pursuant to a confidential treatment request. notice delivered by all Purchasing Members to the Disposing Member, to purchase all of the Membership Units not subscribed for by such other Members, allocated among the Purchasing Members as set forth in such notice, then the Nondisposing Members shall be deemed to have elected not to acquire any Membership Units of the Disposing Member. For purposes of the second election under this Section 4.3(a), the pro-rata share of the Purchasing Members shall be determined including only the Membership Percentages of the Purchasing Member(s) participating in such second election. A Member that fails to exercise a Preferential Right during the applicable period, it periods set forth in this Section 4.3(a) shall be deemed to have waived such right and the Optionee shall have the right, subject Preferential Right with respect to compliance with this Agreement and the Plan, to dispose of the Shares stated. in the Disposition Notice described in such Disposition Notice, but not any future Preferential Right with respect to the proposed assignee strictly any other Disposition described in compliance with the terms of the any other Disposition Notice for a period of 60 days after the expiration of the preferential right. If, however, the Optionee fails to so dispose of the Shares within such 60-day period, the proposed disposition shall again become subject to the preferential right set forth in this Section 11Notice.

Preferential Purchase Right. Prior During the period of employment hereunder and for a period of five years thereafter, if Pangea, either through the Employer or any other Pangea affiliate, receives and desires to accept an offer ("Offer") for the Company’s initial public offering purchase or other transfer of its equity securities pursuant to a registration statement filed and declared effective by the Securities Actall, should the Optionee at or of any time desire to dispose of all or a portion substantial portion, of the Shares issuable pursuant to this Optionoil and gas properties owned by Pangea and/or its affiliates ("Mineral Properties"), the Optionee Pangea shall promptly give the Employee written notice to ("Sale Notice") of the Company (the “Disposition Notice”). The Disposition Notice shall set forth all relevant information with respect to the proposed dispositionOffer, including the name and address of the prospective acquirortransferee (who must be ready, willing and able to purchase), identification of the particular Mineral Properties involved, the proposed purchase price (price, and any related information that is required by all other terms of the Company)Offer. Subject to the limitation in the last sentence of this Paragraph, the number Employee shall have an option in preference to the proposed transferee to purchase for his own account ("Option") the Mineral Properties subject to the Offer, at the price and otherwise on the terms described in the Sale Notice. The Employee's Option shall expire if he has not given Pangea written notice within ten days of Shares that are the subject his receipt of the disposition and any other terms and conditions of Sale Notice stating his intent to exercise the proposed disposition. The Company shall have the preferential right to acquire such Shares for an amount in cash equivalent to the consideration set forth in the Disposition NoticeOption. If the Employee gives notice of his intention to exercise the Option within the time allowed, the exercise of the Option shall be closed at the offices of Pangea, or at such other location as Pangea and the Employee may mutually agree, on or before the close of business on the 90th day following the Employee's receipt of the Sale Notice. However, notwithstanding any other provision in this Paragraph, the Employee shall have no purchase price set forth option in the Disposition Notice is in the form case of: (a) transfer of a promissory noteMineral Properties to another affiliate of Pangea, (b) transfer of Mineral Properties as mortgage collateral, or (c) transfer of mortgaged Mineral Properties in lieu of cashor pursuant to a mortgage foreclosure. Signed this 5th day of October, the Company may2000. Mass Energy, at its optionInc. By:/s/ Cxxxxxx X. Xxxxxxx /s/Rxxxxxx X. Xxxxxx ------------------------- -------------------------- Cxxxxxx X. Xxxxxxx, acquire the Shares by issuing a promissory note to the Optionee on the same terms and conditions set forth in the Disposition Notice. If within 15 days the Company and the Optionee are unable to agree on a cash equivalent for any non-cash consideration described in the Disposition NoticeRxxxxxx X. Xxxxxx Authorized Agent Pangea Petroleum Corporation By:/s/ Cxxxxxx X. Xxxxxxx ------------------------- Cxxxxxx X. Xxxxxxx, the cash consideration payable by the Company to the Optionee shall be based on the Fair Market Value determined in accordance with this Agreement. The Company shall have 30 days following receipt of the Disposition Notice in which to notify the Optionee whether the Company desires to exercise its preferential right. If the Company does not respond during the applicable period, it shall be deemed to have waived such right and the Optionee shall have the right, subject to compliance with this Agreement and the Plan, to dispose of the Shares stated. in the Disposition Notice to the proposed assignee strictly in compliance with the terms of the Disposition Notice for a period of 60 days after the expiration of the preferential right. If, however, the Optionee fails to so dispose of the Shares within such 60-day period, the proposed disposition shall again become subject to the preferential right set forth in this Section 11.Chief Executive Officer

Preferential Purchase Right. Prior During the period of employment hereunder and for a period of five years thereafter, if Pangea, either through the Employer or any other Pangea affiliate, receives and desires to accept an offer ("Offer") for the Company’s initial public offering purchase or other transfer of its equity securities pursuant to a registration statement filed and declared effective by the Securities Actall, should the Optionee at or of any time desire to dispose of all or a portion substantial portion, of the Shares issuable pursuant to this Optionoil and gas properties owned by Pangea and/or its affiliates ("Mineral Properties"), the Optionee Pangea shall promptly give the Employee written notice to ("Sale Notice") of the Company (the “Disposition Notice”). The Disposition Notice shall set forth all relevant information with respect to the proposed dispositionOffer, including the name and address of the prospective acquirortransferee (who must be ready, willing and able to purchase), identification of the particular Mineral Properties involved, the proposed purchase price (price, and any related information that is required by all other terms of the Company)Offer. Subject to the limitation in the last sentence of this Paragraph, the number Employee shall have an option in preference to the proposed transferee to purchase for his own account ("Option") the Mineral Properties subject to the Offer, at the price and otherwise on the terms described in the Sale Notice. The Employee's Option shall expire if he has not given Pangea written notice within ten days of Shares that are the subject his receipt of the disposition and any other terms and conditions of Sale Notice stating his intent to exercise the proposed disposition. The Company shall have the preferential right to acquire such Shares for an amount in cash equivalent to the consideration set forth in the Disposition NoticeOption. If the Employee gives notice of his intention to exercise the Option within the time allowed, the exercise of the Option shall be closed at the offices of Pangea, or at such other location as Pangea and the Employee may mutually agree, on or before the close of business on the 90th day following the Employee's receipt of the Sale Notice. However, notwithstanding any other provision in this Paragraph, the Employee shall have no purchase price set forth option in the Disposition Notice is in the form case of: (a) transfer of a promissory noteMineral Properties to another affiliate of Pangea, (b) transfer of Mineral Properties as mortgage collateral, or (c) transfer of mortgaged Mineral Properties in lieu of cashor pursuant to a mortgage foreclosure. Signed this 5th day of October, the Company may2000. Mass Energy, at its optionInc. By:/s/ Xxxxxxx X. Xxxxxxx /s/Xxxxxxx X. Xxxxxx ------------------------- -------------------------- Xxxxxxx X. Xxxxxxx, acquire the Shares by issuing a promissory note to the Optionee on the same terms and conditions set forth in the Disposition Notice. If within 15 days the Company and the Optionee are unable to agree on a cash equivalent for any non-cash consideration described in the Disposition NoticeXxxxxxx X. Xxxxxx Authorized Agent Pangea Petroleum Corporation By:/s/ Xxxxxxx X. Xxxxxxx ------------------------- Xxxxxxx X. Xxxxxxx, the cash consideration payable by the Company to the Optionee shall be based on the Fair Market Value determined in accordance with this Agreement. The Company shall have 30 days following receipt of the Disposition Notice in which to notify the Optionee whether the Company desires to exercise its preferential right. If the Company does not respond during the applicable period, it shall be deemed to have waived such right and the Optionee shall have the right, subject to compliance with this Agreement and the Plan, to dispose of the Shares stated. in the Disposition Notice to the proposed assignee strictly in compliance with the terms of the Disposition Notice for a period of 60 days after the expiration of the preferential right. If, however, the Optionee fails to so dispose of the Shares within such 60-day period, the proposed disposition shall again become subject to the preferential right set forth in this Section 11.Chief Executive Officer

Preferential Purchase Right. Prior to Except as otherwise specifically provided herein and excluding the Company’s initial public offering of its equity securities pursuant to a registration statement filed and declared effective by the Securities ActRoyalty, should the Optionee if at any time desire or times during the term of this Agreement a Participant intends to dispose of all sell, assign, transfer or convey its interest under this Agreement, including, without limitation, a portion Participating Interest, or interest in any Assets or production from any of the Shares issuable pursuant to this OptionProperties (excluding the Royalty), the Optionee transferring Participant shall promptly give deliver to the non-transferring Participant written notice of such intent, summarizing in reasonable detail all of the terms of the proposed sale, assignment, transfer or conveyance. The non-transferring Participant shall then have the exclusive right during the forty-five (45) day period following receipt of the notice to elect to purchase the Company (interest described in the “Disposition Notice”). The Disposition Notice shall notice for a sum of money equal in value to the consideration which would be received by the transferring Participant under the terms set forth all relevant information in the written notice. If the non-transferring Participant elects to acquire the interest described in the notice, it shall so notify the transferring Participant in writing within the forty-five (45) day period and, upon acquisition by the non-transferring Participant of the interest transferred, the non-transferring Participant shall be responsible for the transferring Participant's share of obligations under this Agreement with respect to the proposed disposition, including interest transferred accruing from and after the name and address closing of the prospective acquiroracquisition and compliance with Section 19.5, except in the purchase case of security assignments. The closing of the acquisition, transfer of title and payment of the acquisition price shall be held within ninety (and any related information that is required 90) days after the date of receipt of the notice by the Company)non-transferring Participant. If the non-transferring Participant fails to notify the transferring Participant of its election within the forty-five (45) day period, then the number of Shares that are the subject of the disposition and any other terms and conditions of the proposed disposition. The Company transferring Participant shall have the preferential right right, for a period of ninety (90) days after the expiration of the forty-five (45) day notice period, to acquire such Shares for an amount in cash equivalent to sell, assign, transfer or convey the consideration set forth interest described in the Disposition Notice. If the purchase price set forth in the Disposition Notice is in the form of a promissory notenotice, in lieu of cash, the Company may, at its option, acquire the Shares by issuing a promissory note to the Optionee but only on the same terms and conditions set forth in the Disposition Noticenotice and subject to all of the provisions of this Agreement. The non-transferring Participant shall cooperate to the extent reasonably required to facilitate any sale, assignment, transfer or conveyance by the transferring Participant made in accordance with this Section 19.3. If within 15 days the Company and the Optionee are unable to agree on a cash equivalent terms of any proposed sale, assignment, transfer or conveyance as aforesaid provide for any non-cash consideration described in to be paid by the Disposition Noticethird party purchaser, the notice shall specify the transferring Participant's good faith estimate of the cash consideration payable equivalent of such non-cash consideration, which estimate, if not reasonably concurred in by the Company to the Optionee non-transferring Participant, shall be based on the Fair Market Value determined in accordance with this Agreement. The Company shall have 30 days following receipt of the Disposition Notice in which submitted to notify the Optionee whether the Company desires arbitration for final determination pursuant to exercise its preferential right. If the Company does not respond during the applicable period, it shall be deemed to have waived such right and the Optionee shall have the right, subject to compliance with this Agreement and the Plan, to dispose of the Shares stated. in the Disposition Notice to the proposed assignee strictly in compliance with the terms of the Disposition Notice for a period of 60 days after the expiration of the preferential right. If, however, the Optionee fails to so dispose of the Shares within such 60-day period, the proposed disposition shall again become subject to the preferential right set forth in this Section 1120.

Preferential Purchase Right. Prior to the Company’s initial public offering of its equity securities pursuant to Except for Dispositions permitted in accordance with Section 4.2(e) and Section 4.3(d), if a registration statement filed and declared effective by the Securities Act, should the Optionee Member at any time desire proposes to dispose Dispose of all or a any portion of its Membership Units in a transaction that complies with the Shares issuable pursuant to this Optionrequirements of Section 4.2, the Optionee then such Member shall promptly give notice to the Company of such proposed transaction (the “Disposition Notice”)) to the Company and each other Member. The Disposition Notice shall set forth all relevant information with respect to material terms of the proposed dispositionDisposition, including the name and address of the prospective acquiroracquirer, the fact that the prospective acquirer has agreed to purchase price (and any related information that is required all or a specified part of the Membership Units owned by the Company)Disposing Member, the number of Shares that are price to be paid for such Membership Units, and the subject of the disposition and any other material terms and conditions of the proposed dispositionDisposition. The Company Each other Member shall have the preferential right (the “Preferential Right”), exercisable by notice (the “Exercise Notice” and each exercising Member a “Purchasing Member”) to acquire such Shares each other Member on or before the ** after the Disposition Notice is given, to acquire, for an amount in cash equivalent to the consideration same purchase price and on the same terms and conditions as are set forth in the Disposition Notice. If the purchase price set forth in the Disposition Notice is in the form of a promissory note, in lieu of cashsuch Purchasing Member’s pro-rata portion, the Company may, at its option, acquire the Shares by issuing a promissory note to the Optionee on the same terms and conditions set forth in the Disposition Notice. If within 15 days the Company and the Optionee are unable to agree on a cash equivalent for any non-cash consideration described in the Disposition Notice, the cash consideration payable by the Company to the Optionee shall be based on the Fair Market Value determined Class A Membership Percentages and the Class B Membership Percentages, as applicable, of each Purchasing Member (for purposes of determining such pro-rata portion, including only the Membership Units of the Purchasing Member(s) and treating the Class A Membership Units and Class B Membership Units as separate classes and not together as a single class), of the Class A Membership Units and the Class B Membership Units included in such proposed Disposition in accordance with this Agreement. The Company shall have 30 days following receipt of the Disposition Notice in which to notify the Optionee whether the Company desires to exercise its preferential rightSection 4.3. If the Company does Purchasing Members fail to exercise their Preferential Right to purchase all of ** This Portion has been redacted pursuant to a confidential treatment request. the Membership Units included in such proposed Disposition within such **, the Disposing Member shall give the Purchasing Members a second notice of the Membership Units which were not respond subscribed for. Unless on or before the ** after such second notice the Purchasing Members have either (i) each elected, by notice to the Disposing Member, to purchase its respective pro-rata share of all of the Membership Units not subscribed for by such other Members or (ii) collectively elected, by notice delivered by all Purchasing Members to the Disposing Member, to purchase all of the Membership Units not subscribed for by such other Members, allocated among the Purchasing Members as set forth in such notice, then the Nondisposing Members shall be deemed to have elected not to acquire the Membership Units of the Disposing Member. For purposes of the second election under this Section, the pro-rata share of the Purchasing Members shall be determined including only the Membership Percentages of the Purchasing Member(s) participating in such second election and shall treat the Class A Membership Units and Class B Membership Units as separate classes and not together as a single class. A Member that fails to exercise a Preferential Right during the applicable period, it periods set forth in this Section 4.3(a) shall be deemed to have waived such right and the Optionee shall have the right, subject Preferential Right with respect to compliance with this Agreement and the Plan, to dispose of the Shares stated. in the Disposition Notice described in such Disposition Notice, but not any future Preferential Right with respect to the proposed assignee strictly any other Disposition described in compliance with the terms of the any other Disposition Notice for a period of 60 days after the expiration of the preferential right. If, however, the Optionee fails to so dispose of the Shares within such 60-day period, the proposed disposition shall again become subject to the preferential right set forth in this Section 11Notice.

Preferential Purchase Right. Prior to the Company’s initial public offering of its equity securities pursuant to a registration statement filed and declared effective by under the Securities ActAct , should the Optionee at any time desire to dispose of all or a portion of the Shares issuable pursuant to this Option, the Optionee shall promptly give notice to the Company (the “Disposition Notice”). The Disposition Notice shall set forth all relevant information with respect to the proposed disposition, including the name and address of the prospective acquiroracquirer, the purchase price (and any related information that is required by the Company), the number of Shares that are the subject of the disposition and any other terms and conditions of the proposed disposition. The Company shall have the preferential right to acquire such Shares for an amount in cash equivalent to the consideration set forth in the Disposition Notice. If the purchase price set forth in the Disposition Notice is in the form of a promissory note, in lieu of cash, the Company may, at its option, acquire the Shares by issuing a promissory note to the Optionee on the same terms and conditions set forth in the Disposition Notice. If within 15 days the Company and the Optionee are unable to agree on a cash equivalent for any non-cash consideration described in the Disposition Notice, the cash consideration payable by the Company to the Optionee shall be based on the Fair Market Value determined in accordance with this Agreement. The Company shall have 30 days following receipt of the Disposition Notice in which to notify the Optionee whether the Company desires to exercise its preferential right. If the Company does not respond during the applicable period, it shall be deemed to have waived such right and the Optionee shall have the right, subject to compliance with this Agreement and the Plan, to dispose of the Shares stated. stated in the Disposition Notice to the proposed assignee strictly in compliance with the terms of the Disposition Notice for a period of 60 days after the expiration of the preferential right. If, however, the Optionee fails to so dispose of the Shares within such 60-day period, the proposed disposition shall again become subject to the preferential right set forth in this Section 11.