Common use of Preferential Rights and Consents Clause in Contracts

Preferential Rights and Consents. (a) Some of the Leases may be subject to preferential rights to purchase in favor of third parties or third party consents to assignment and notices of sale. The form and content of all solicitations for the waivers and consents affecting the Interests, shall be determined by Seller but shall not be inconsistent with any of the terms of this Agreement. (b) In the event a third party exercises an applicable preferential right to purchase any of the Interests prior to the Closing Date, the affected Interests shall be removed from this Agreement and the Purchase Price shall be adjusted by the Allocated Value of the Interests. In the event such third party fails or refuses to close on such preferential right within sixty (60) days of the date of such third party's exercise of its preferential right, then Buyer shall purchase such affected Interests covered by the preferential right for its Allocated Value as of the Effective Time and the closing for such transaction shall take place on a mutually acceptable date not more than thirty (30) days following such failure or refusal. If any preferential right to purchase any portion of the Interests is exercised after the Closing Date, such affected portion of the Interests shall not be treated as a Title Defect, and no adjustment shall be made on account of such exercise. All Interests that are subject to preferential rights to purchase that have not been exercised as of such date and time shall be conveyed to Buyer at the Closing. If any such preferential right is exercised after such date and time, Buyer agrees to convey such affected Interests to the party exercising such right on the same terms and conditions under which Seller conveyed such Interests to Buyer. Buyer shall retain all amounts paid by the party exercising such preferential right to purchase. In the event of such exercise, Buyer shall prepare a form of conveyance of such interests from Buyer to such exercising party, such conveyance to be in form and substance as provided in this Agreement, except that such conveyance shall be made free and clear of all liens, encumbrances, royalty interests, production payments and other charges or defects created by, through or under Buyer. Buyer agrees to hold harmless and indemnify Seller regarding any claims made by third parties claiming preferential rights subsequent to Closing.

Preferential Rights and Consents. (a) Some From and after the Execution Date, each Contributing Party shall use commercially reasonable efforts to promptly prepare and send (i) notices to any third Person holders of any consents to assignment of any of the Leases may be subject Oil and Gas Properties requesting applicable consents, and (ii) notices to the holders of any applicable preferential rights to purchase in favor of third parties or third party consents to assignment and notices of sale. The form and content of all solicitations for the waivers and consents affecting the Interests, shall be determined by Seller but shall not be inconsistent with any of the terms Oil and Gas Properties requesting waivers of such preferential rights to purchase, in each case that would be triggered by the transactions contemplated by this Agreement, and of which such Contributing Party has knowledge. From and after the Execution Date, each Contributing Party shall further use commercially reasonable efforts to diligently pursue and obtain all Required Consents (provided, however, that no Contributing Party shall be required to make any out of pocket payments to such holders of such Required Consents). Each Contributing Party shall notify the MLP prior to the Closing of all such preferential rights and consents that have not been waived or granted, as applicable, or that have been exercised in the case of preferential rights to purchase, and the specific Oil and Gas Properties to which they pertain. (b) In At the event Closing, any Oil and Gas Properties subject to an unsatisfied Required Consent and any Oil and Gas Properties with respect to which a third party exercises an applicable preferential purchase right has been exercised prior to the Closing, or with respect to which the period for the exercise of such right has not expired, without exercise, shall not be assigned or transferred (whether directly or indirectly) to Intermediate Holdings or Holdings, as applicable. (c) If a preferential purchase any of the Interests right has been exercised prior to the Closing Date, but the affected Interests shall be removed from this Agreement and holder of such preferential purchase right fails to consummate the Purchase Price shall be adjusted by the Allocated Value purchase of the Interests. In applicable Oil and Gas Property (or a portion thereof) on or before the event such third party fails first to occur of (i) the date that is 120 days following the Closing or refuses to close on such preferential right within sixty (60ii) days the end of the date period of time for closing such third party's exercise of its preferential sale or exercising such right, then Buyer (x) the applicable Contributing Parties shall purchase such affected Interests covered so notify the MLP, and (y) the applicable Contributing Parties shall assign to Intermediate Holdings or Holdings, as applicable, the Oil and Gas Property (or portion thereof) so excluded at the Closing pursuant to an instrument in substantially the same form as the Assignment. (d) If any Required Consent is not obtained by the preferential right Closing, the applicable Contributing Parties and the MLP shall, to the extent permitted by applicable Law, (x) cooperate and use reasonable best efforts to establish an arrangement reasonably satisfactory to the MLP under which Intermediate Holdings or Holdings, as applicable, would obtain the claims, rights and benefits and assume the corresponding liabilities, debts, obligations and commitments under such Oil and Gas Properties (including by means of any subcontracting, sublicensing or subleasing arrangement) or under which the applicable Contributing Parties would enforce for its Allocated Value the benefit of Intermediate Holdings or Holdings, as applicable, any and all claims, rights and benefits of the Effective Time applicable Contributing Parties against a third party thereto and (y) the closing applicable Contributing Parties, at the reasonable request of the MLP and for the account of Intermediate Holdings or Holdings, as applicable, shall enforce, any of such transaction Contributing Parties’ rights thereto or interests therein against any third parties thereto (including the right to terminate any such Oil and Gas Property in accordance with its terms, provided that the applicable Contributing Parties shall take place on a mutually acceptable date not more than thirty (30) pay any cancellation or other fee due upon such termination). If the Contributing Parties obtain the consent or waiver of such Required Consent within 120 days following such failure the Closing, (i) the applicable Contributing Parties shall so notify the MLP and (ii) the applicable Contributing Parties shall assign to Intermediate Holdings or refusalHoldings, as applicable the Oil and Gas Property (or portion thereof) so excluded, pursuant to an instrument in substantially the same form as the Assignment. If such Required Consent is not obtained by the date that is 120 days after the Closing, (A) Intermediate Holdings or Holdings, as applicable shall pay to such Contributing Party any preferential right net proceeds received by such party from such Contributing Party pursuant to purchase any this Section 6.10(d), that are attributable to such Oil and Gas Property, and (B) the Contributing Party shall pay to the MLP the cash value of the portion of the Interests Aggregate Consideration received by such Contributing Party that is exercised after directly attributable to such excluded Oil and Gas Property (as reasonably determined by the Closing DateMLP). (e) For the avoidance of doubt, such affected portion any action that may be taken by any Represented Contributor under this Section 6.10 may be taken by any of the Interests shall not be treated as a Title Defect, and no adjustment shall be made Contributors’ Representatives on account behalf of such exercise. All Interests that are subject to preferential rights to purchase that have not been exercised as of such date and time shall be conveyed to Buyer at the Closing. If any such preferential right is exercised after such date and time, Buyer agrees to convey such affected Interests to the party exercising such right on the same terms and conditions under which Seller conveyed such Interests to Buyer. Buyer shall retain all amounts paid by the party exercising such preferential right to purchase. In the event of such exercise, Buyer shall prepare a form of conveyance of such interests from Buyer to such exercising party, such conveyance to be in form and substance as provided in this Agreement, except that such conveyance shall be made free and clear of all liens, encumbrances, royalty interests, production payments and other charges or defects created by, through or under Buyer. Buyer agrees to hold harmless and indemnify Seller regarding any claims made by third parties claiming preferential rights subsequent to ClosingRepresented Contributor.

Preferential Rights and Consents. (a) Some Within five (5) Business Days after execution of this Agreement, Seller shall send notices to the Leases may be subject to holders of preferential rights to purchase in favor of third parties or third party consents to assignment and notices assign under joint operating agreements (which consents, for purposes of salethis Agreement, shall be treated as preferential rights under Section 4.10(b) through (d) below) applicable to the transactions contemplated hereby. The form and content of all solicitations for the waivers and consents affecting the Interests, Assets shall be determined by Seller but Seller, after consultation with Buyer, and shall not be inconsistent with any of the terms of this Agreement. (b) In the event a third party exercises an applicable preferential right to purchase any of the Interests Assets prior to the Closing Date (and does not, prior to the Closing, subsequently waive such preferential purchase right) or a preferential right has not expired prior to the Closing Date, the affected Interests Assets shall be removed from this Agreement and the Purchase Price shall be adjusted reduced by the Allocated Value of such Assets. For a period of ninety (90) days after the Interests. In Closing Date, Seller may, from time to time, notify Buyer in writing if the event holder of such third party fails exercised preferential right has withdrawn its exercise thereof or refuses has failed to close on or the applicable preferential right has expired (without challenge or comment from the holder of such preferential right within sixty right). Within ten (6010) days of the date Business Days after Buyer’s receipt of such third party's exercise of its preferential rightnotice, then Seller shall sell, assign and convey to Buyer, and Buyer shall purchase such and accept from Seller, the affected Interests covered Assets pursuant to the terms of this Agreement and for the Allocated Value thereof (as adjusted pursuant to Section 2.03). (c) Subject to Section 4.10(b), if on the Closing Date preferential purchase rights applicable to any of the Assets have not expired or been waived, the affected Assets shall be excluded from the Assets delivered at the Closing and the Purchase Price shall be reduced by the preferential right for its Allocated Value as of such Assets. The Parties shall conduct a subsequent closing ninety (90) days after the Closing Date (the “Second Closing”) with respect to each of the Effective Time and excluded Assets for which the closing for such transaction shall take place on a mutually acceptable date not more than thirty (30) days following such failure applicable preferential purchase rights have expired or refusalbeen waived. If any preferential purchase rights have neither expired nor been waived within ninety (90) days after the Closing Date, the affected Assets, automatically and without need to amend this Agreement, shall be removed from this Agreement and the Parties shall have no further obligations to each other with respect to the same, unless Seller and Buyer agree in writing to proceed with a closing on such Assets. (d) If more than ninety (90) days after the Closing, a third party exercises an applicable preferential right to purchase any portion of the Interests is exercised after Assets of which Seller and Buyer were not aware prior to the expiration of such period, then Buyer shall sell, assign and convey the affected Asset to such third party and Buyer shall be entitled to receive and collect the proceeds of the purchase, either from such third party directly or from any Seller Party that receives and collects such proceeds. This provision shall survive the Closing Datefor the statute of limitations. (e) Seller will use reasonable efforts to obtain any other required consents (other than third party or Governmental Authority consents customarily obtained post-Closing, such affected portion consents under joint operating agreements described in Section 4.10(a) or other approvals customarily obtained post-Closing) for the valid assignment of the Interests shall not be treated as a Title Defect, and no adjustment shall be made on account any Asset with an Allocated Value of such exercise. All Interests that are subject greater than zero prior to preferential rights to purchase that have not been exercised as of such date and time shall be conveyed to Buyer at the Closing. If on the Closing Date any such preferential consents have not been obtained, and the failure to obtain such consent could reasonably be expected (A) to cause the assignment of the Assets affected thereby to Buyer to be void or voidable, (B) to cause the termination or loss of a contract or an Asset under the express terms thereof or (C) to result in a Material Adverse Effect, then Buyer shall have the right to elect that any such affected Asset (a “Hard Consent Asset”) not be transferred to Buyer at Closing. In such cases, such Hard Consent Asset shall be retained by Seller and the Purchase Price shall be reduced by the Allocated Value of such Hard Consent Asset. If an unsatisfied consent requirement with respect to a Hard Consent Asset for which an adjustment is exercised made to the Purchase Price is subsequently satisfied prior to the date that is ninety (90) days after the Closing, the Parties shall include such date and time, Buyer agrees to Hard Consent Asset in the Second Closing at which (y) Seller shall convey such affected Interests Hard Consent Asset to the party exercising such right on the same terms and conditions under which Seller conveyed such Interests to Buyer. Buyer shall retain all amounts paid by the party exercising such preferential right to purchase. In the event of such exercise, Buyer shall prepare a form of conveyance of such interests from Buyer to such exercising party, such conveyance to be in form and substance as provided in accordance with this Agreement, except that and (z) Buyer shall pay an amount equal to the Allocated Value of such conveyance Hard Consent Asset to Seller. If such consent requirement is not satisfied within ninety (90) days after the Closing, the affected Hard Consent Assets, automatically and without need to amend this Agreement, shall be made free removed from this Agreement and clear of all liensthe Parties shall have no further obligations to each other with respect to the same, encumbrancesunless Seller and Buyer agree in writing to proceed with a closing on such Hard Consent Assets. If on the Closing Date any other consents (other than consents relating to Hard Consent Assets) have not been obtained the affected Assets nevertheless shall be delivered at the Closing and the Allocated Value therefor shall be included in the Purchase Price, royalty interests, production payments but after the Closing Seller shall continue its efforts to obtain such consents on a case by case basis as agreed upon by Buyer and other charges or defects created by, through or under Buyer. Buyer agrees to hold harmless and indemnify Seller regarding any claims made by third parties claiming preferential rights subsequent to ClosingSeller.

Preferential Rights and Consents. Buyer (aor one of its affiliates, as general partner of Seller) Some will be solely responsible for identifying the names and addresses of parties whose consent is required in order to assign the Leases may be subject Properties to Buyer (“Consent”), or who have preferential purchase rights to purchase an Oil and Gas Property (“Preferential Rights”). Buyer (or one of its affiliates as general partner of Seller) will request from the parties so identified (and in favor accordance with the documents creating such rights), execution of third parties such Consents and/or waivers of Preferential Rights. From and after the Closing, Buyer shall indemnify and hold Seller (and its partners and its and their affiliates and the respective officers, directors, employees, attorneys, contractors and agents of such parties) harmless from and against all claims, actions, causes of action, liabilities, damages, losses, costs or third expenses (including, without limitation, court costs and attorney’s fees) whatsoever that arise out of any failure to obtain Consents or waivers of Preferential Rights with respect to any transfer by Seller to Buyer of any part of the Properties and with respect to any subsequent transfers WHETHER OR NOT SUCH CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF NEGLIGENCE (INCLUDING SOLE NEGLIGENCE, SIMPLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF ANY INDEMNIFIED PARTY. Buyer has allocated an amount of the Base Purchase Price to each Property as shown on Schedule I. If a party consents from whom a waiver of a Preferential Right is requested refuses to assignment and notices of sale. The form and content of all solicitations give such waiver, Seller will tender to such party the required interest in the Property (at a price equal to the “Allocated Amount” specified in Schedule I hereto for the waivers and consents affecting the Interestssuch Property, shall be reduced appropriately, as determined by Seller but shall not mutual agreement of Buyer and Seller, if less than the entire Property must be inconsistent with any of the terms of this Agreement. (b) In the event a third party exercises an applicable preferential right to purchase any of the Interests prior tendered), and to the Closing Dateextent that such Preferential Right is exercised by such party, and such interest in such Property is actually sold to such party so exercising such right, such interest in such Property will be excluded from the affected Interests shall be removed from this Agreement transaction contemplated hereby and the Purchase Price shall will be adjusted downward by the Allocated Value of the Interests. In the event such third party fails or refuses actual amount paid to close on such preferential right within sixty (60) days of the date of such third party's exercise of its preferential right, then Buyer shall purchase such affected Interests covered by the preferential right for its Allocated Value as of the Effective Time and the closing for such transaction shall take place on a mutually acceptable date not more than thirty (30) days following such failure or refusal. If any preferential right to purchase any portion of the Interests is exercised after the Closing Date, such affected portion of the Interests shall not be treated as a Title Defect, and no adjustment shall be made on account of such exercise. All Interests that are subject to preferential rights to purchase that have not been exercised as of such date and time shall be conveyed to Buyer at the Closing. If any such preferential right is exercised after such date and time, Buyer agrees to convey such affected Interests to the party exercising such right on the same terms and conditions under which Seller conveyed such Interests to Buyer. Buyer shall retain all amounts paid by the party exercising such preferential right right. Upon the exercise of any Preferential Rights after the Closing with respect to purchase. In the event of such exerciseany Property conveyed to Buyer, Buyer shall prepare a form of conveyance of will tender the required interest in such interests from Buyer to Property affected by such exercising party, unwaived Preferential Right in accordance with such conveyance to be in form Preferential Right and substance as provided in this Agreement, except that such conveyance shall be made free entitled to collect and clear of all liens, encumbrances, royalty interests, production payments and other charges or defects created by, through or under Buyer. Buyer agrees to hold harmless and indemnify Seller regarding any claims made by third parties claiming preferential rights subsequent to Closingretain the purchase price received from such purchaser.

Preferential Rights and Consents. (ai) Some of the Leases may be subject to All preferential rights to purchase in favor of third parties or third party that are known to Seller after reasonable inquiry and required consents to assignment that are known to Seller after reasonable inquiry, in each case that relate to any Oil and notices Gas Properties and that would be applicable to the transactions contemplated hereby, together with the names and addresses of saleparties holding such rights, are set forth at Schedule 5(c). The form and content of all solicitations for the waivers and consents affecting the InterestsSuch preferential rights known to Seller after reasonable inquiry, shall be determined by Seller but shall not be inconsistent together with any of preferential rights that become known to Seller or Buyer prior to Closing that relate to any Oil and Gas Properties and that would be applicable to the terms transactions contemplated hereby are collectively referred to herein as the “Preferential Rights”. Such required consents known to Seller after reasonable inquiry, together with any required consents that become known to Seller or to Buyer (provided that, if any become so known to Buyer, Buyer informs Seller) prior to Closing that relate to any Oil and Gas Properties and that would be applicable to the transactions contemplated hereby are collectively referred to herein as the “Consents”. Promptly after execution of this Agreement, Seller shall request from the parties identified on said Schedule (and in accordance with the documents creating such rights), execution of Consents and/or waivers of Preferential Rights so identified. Seller shall use reasonable efforts to obtain before Closing all Consents. Buyer shall reasonably cooperate with Seller in obtaining any required Consent, including providing assurances of reasonable financial conditions, but neither Party shall be required to expend funds or make any other type of financial commitments as a condition of obtaining such Consent. (bii) In If a party from whom a waiver of a Preferential Right is requested refuses to give such waiver, Seller will tender to such party the event required interest in the Property, and to the extent that such Preferential Right is exercised by such party, and such interest in such Property is actually sold to such party so exercising such right, the Allocated Amount of each respective Property will be excluded from the transactions contemplated hereby, and the Purchase Price will be adjusted downward by the Allocated Amount of each respective Property. Except as expressly waived by Buyer, if by Closing, (1) the time frame for the exercise of a Preferential Right has not expired and Seller has not received notice of an intent not to exercise or a waiver of the Preferential Right, (2) a third party exercises an applicable preferential right its Preferential Right to purchase, but fails to consummate the purchase any of the Interests prior to the Closing Dateor (3) Seller is unable to obtain any Consent, then Seller shall retain the affected Interests shall be removed from this Agreement Property and the Purchase Price shall be adjusted downward by an amount equal to the Allocated Value Amount of the Interestsaffected Properties; provided, however, that in the case where Seller is unable to obtain any required Consent in accordance with Section 5(c)(i) above, Buyer may waive the requirement that Seller retain the affected Property and such Property shall be conveyed at Closing, without any adjustment to the Purchase Price relating to such Property. In For a period of six (6) months after Closing as to any Assets retained by Seller hereunder, following Closing if (a) a Preferential Right to purchase is not consummated within the event such third party fails or refuses to close on such preferential right within sixty time frame specified in the Preferential Right, (60b) days the time frame for exercise of the date of such third party's Preferential Right expired without exercise of its preferential right, then Buyer shall purchase such affected Interests covered by the preferential right for its Allocated Value as of the Effective Time and the closing for such transaction shall take place on a mutually acceptable date not more than thirty (30) days following such failure or refusal. If any preferential right to purchase any portion of the Interests is exercised after the Closing Dateor (c) Seller receives a Consent, such Seller shall promptly convey the affected portion Property to Buyer and Buyer shall pay to Seller an amount equal to the Allocated Amount of the Interests shall not be treated as a Title Defect, and no adjustment shall be made on account of such exercise. All Interests that are subject to preferential rights to purchase that have not been exercised as of such date and time shall be conveyed to Buyer at the Closing. If any such preferential right is exercised after such date and time, Buyer agrees to convey such affected Interests to the party exercising such right on the same terms and conditions under which Seller conveyed such Interests to Buyer. Buyer shall retain all amounts paid by the party exercising such preferential right to purchase. In the event of such exercise, Buyer shall prepare a form of conveyance of such interests from Buyer to such exercising party, such conveyance to be in form and substance as provided in this Agreement, except that such conveyance shall be made free and clear of all liens, encumbrances, royalty interests, production payments and other charges or defects created by, through or under Buyer. Buyer agrees to hold harmless and indemnify Seller regarding any claims made by third parties claiming preferential rights subsequent to ClosingProperties.

Preferential Rights and Consents. Seller will use reasonable efforts, consistent with industry practices in transactions of this type, to identify, with respect to all material Oil and Gas Properties, (ai) Some of the Leases may be subject to all preferential rights to purchase in favor of third parties or third party (“Preferential Rights”) and requirements that consents to assignment (“Consents”) be obtained which would be applicable to the transactions contemplated hereby and notices (ii) the names and addresses of saleparties holding such rights; in attempting to identify such Preferential Rights and Consents, and the names and addresses of such parties holding the same, Seller shall in no event be obligated to go beyond its own records. The form Seller will request, from the parties so identified (and content in accordance with the documents creating such rights), execution of all solicitations for Consents and/or waivers of Preferential Rights so identified. Seller shall have no obligation other than to so attempt to identify such Preferential Rights or Consents and to so request such execution of Consents and/or waivers of Preferential Rights (including, without limitation, Seller shall have no obligation to Buyer to assure that such Consents or waivers of Preferential Rights are obtained). Buyer has allocated an amount of the waivers Base Purchase Price to each Property as shown on Schedule I. If a party from whom a waiver of a Preferential Right is requested refuses to give such waiver, and consents affecting the Interestsperiod of time to exercise such Preferential Right has not expired, shall be determined by Seller but such Preferential Right shall not be inconsistent with any of constitute a Defect, but Seller may elect to exclude the terms of this Agreement. Property affected by such Preferential Right and to reduce the Base Purchase Price by an amount calculated in the manner provided in Section 7.5 (b) In ). Upon the event a third party exercises an applicable preferential right to purchase any of the Interests prior to the Closing Date, the affected Interests shall be removed from this Agreement and the Purchase Price shall be adjusted by the Allocated Value of the Interests. In the event such third party fails or refuses to close on such preferential right within sixty (60) days of the date of such third party's exercise of its preferential right, then Buyer shall purchase such affected Interests covered by the preferential right for its Allocated Value as of the Effective Time and the closing for such transaction shall take place on a mutually acceptable date not more than thirty (30) days following such failure or refusal. If any preferential right to purchase any portion of the Interests is exercised Preferential Rights after the Closing Datewith respect to any Property conveyed to Buyer, Buyer will tender the required interest in such Property affected by such unwaived Preferential Right, at the allocated portion (“Allocated Amount”) of the Base Purchase Price set forth on Schedule I for such affected Property (or portion of thereof) to the Interests shall not be treated as a Title Defectholder, and no adjustment shall be made on account or holders, of such exercise. All Interests that are subject to preferential rights to purchase that have not been exercised as of such date and time shall be conveyed to Buyer at the Closing. If any such preferential right is exercised after such date and time, Buyer agrees to convey such affected Interests to the party exercising such right on the same terms and conditions under which Seller conveyed such Interests to Buyer. Buyer shall retain all amounts paid by the party exercising such preferential right to purchaseright. In return for tendering the event of Property to such exerciseholder(s), Buyer shall prepare a form of conveyance of collect and retain such interests amount from Buyer to such exercising party, such conveyance to be in form and substance as provided in this Agreement, except that such conveyance shall be made free and clear of all liens, encumbrances, royalty interests, production payments and other charges or defects created by, through or under Buyer. Buyer agrees to hold harmless and indemnify Seller regarding any claims made by third parties claiming preferential rights subsequent to Closingpurchaser.

Preferential Rights and Consents. (a) Some of Seller shall use reasonable efforts to obtain consents to assign that are contractually required to be obtained before the Leases may be subject Closing Date and to give notices required in connection with those preferential rights to purchase before the Closing Date. If Buyer discovers such consents or preferential rights before the Closing Date, Buyer shall immediately notify Seller, and Seller shall use reasonable efforts to obtain the required consent or to give notice required in favor connection with the preferential right before the Closing Date. Before and after the Closing Date, Buyer shall cooperate with Seller in connection with any required consent and preferential right, including providing assurances of third parties or third party consents financial condition and covenants to assignment maintain insurance in such amounts and notices with such types of sale. The form and content of all solicitations coverage that Seller is currently required to maintain for the waivers specific Asset for which such consent is required, but in providing such cooperation Buyer shall not be required to expend funds or make any other type of financial commitment in connection with such consent or preferential right. (1) If a necessary consent to assign that is contractually required to be obtained before the Closing Date is identified before the Closing Date and consents affecting has not been obtained by the InterestsClosing Date, at Buyer’s election, either (i) the entire Asset, including but not limited to that portion of the Asset affected by the consent, shall be determined assigned to Buyer on the Closing Date, and Seller shall defend and indemnify Buyer against any loss arising out of the failure to obtain the consent, or (ii) that portion of the Asset affected by the consent shall be treated as an Excluded Asset, and there shall be an Exclusion Adjustment to the Purchase Price equal to the Allocated Value of the Entry Item corresponding to that portion of the Asset. (2) If Seller but is able to obtain the consent referred to in (ii) in the preceding paragraph by the Final Settlement Date, as part of the post-closing settlement, Seller shall not be inconsistent with any convey to Buyer that portion of the Asset affected by the consent, subject to all of the terms of this Agreement, and Buyer shall pay to Seller the amount by which the Purchase Price was previously reduced with respect to that portion of the Asset. (b3) In the event If a third party exercises an applicable preferential right to purchase any of the Interests prior to an Asset (i) is exercised before the Closing Date, or (ii) provides for a period of time to exercise the preferential right that has not expired by the Closing Date and the third party has not waived and is not deemed to have waived the preferential right, that portion of the Asset affected Interests by the preferential right shall be removed from this Agreement treated as an Excluded Asset, and there shall be an Exclusion Adjustment to the Purchase Price shall be adjusted by equal to the Allocated Value of the Interests. In Entry Item corresponding to that portion of the event such third party fails Asset without application of a threshold or refuses to close on deductible. (4) If (i) the holder of any preferential right exercises such preferential right within sixty before or after the Closing Date but fails to consummate the transaction before the Final Settlement Date, (60ii) days the period of time to exercise a preferential right expires after the Closing Date but before the Final Settlement Date, or (iii) the holder of a preferential right has waived or is deemed to have waived the preferential right after the Closing Date but before the Final Settlement Date, Seller shall convey that portion of the date of such third party's exercise of its preferential right, then Buyer shall purchase such Asset affected Interests covered by the preferential right for its Allocated Value as to Buyer, subject to all of the Effective Time and terms of this Agreement, and, as part of the post-closing for such transaction settlement, Buyer shall take place on a mutually acceptable date not more than thirty (30) days following such failure or refusal. If any preferential right pay to purchase any Seller the amount by which the Purchase Price previously was reduced with respect to that portion of the Interests Asset. If there is exercised any dispute regarding the sufficiency of any notice to exercise a preferential right, Seller, in its sole discretion shall make the determination of whether the original notice was sufficient or a subsequent notice is required. Buyer assumes all risks of any claim by a third party that any notice to exercise a preferential right was defective in any way. (5) If any other preferential right identified after the Closing DateDate is subsequently exercised, such Buyer shall convey the affected portion Asset to the holder of the Interests preferential right and shall not be treated as a Title Defectreceive all amounts paid by the holder of the preferential right. (6) Buyer shall defend and indemnify Seller against all claims, demands, liabilities, judgments, causes of action, losses, damages, costs and no adjustment shall be made on account expenses (including reasonable attorneys’ fees, expert fees and court costs) arising out of such exercise. All Interests that any consent to assign or preferential right identified after the Final Settlement Date. (7) The remedies provided in this Section 4.2(g) are subject the exclusive remedies for consents to assign and/or preferential rights to purchase that have not been exercised as of such date and time shall be conveyed to Buyer at affect the Closing. If any such preferential right is exercised after such date and time, Buyer agrees to convey such affected Interests to the party exercising such right on the same terms and conditions under which Seller conveyed such Interests to Buyer. Buyer shall retain all amounts paid by the party exercising such preferential right to purchase. In the event of such exercise, Buyer shall prepare a form of conveyance of such interests from Buyer to such exercising party, such conveyance to be in form and substance as provided in this Agreement, except that such conveyance shall be made free and clear of all liens, encumbrances, royalty interests, production payments and other charges or defects created by, through or under Buyer. Buyer agrees to hold harmless and indemnify Seller regarding any claims made by third parties claiming preferential rights subsequent to ClosingAssets.

Preferential Rights and Consents. (a) Some Seller and Buyer will use reasonable efforts consistent with industry practice in transactions of this type, with respect to all Oil and Gas Properties, to develop a list of the Leases may be subject names and addresses of parties holding Preferential Rights and Consents. Seller will request, from the parties so identified (and in accordance with the documents creating such rights), execution of Consents and/or waivers of Preferential Rights. Seller shall have no obligation other than to preferential rights request such execution of Consents and/or waivers of Preferential Rights (including, without limitation, Seller shall have no obligation to purchase in favor assure that such Consents or waivers of third parties Preferential Rights are obtained). If, prior to Closing, Seller fails to obtain requisite Consents and/or waivers of Preferential Rights or third party consents to assignment and notices of sale. The form and content of all solicitations the time periods for the waivers giving of a Consent or the exercise of a Preferential Right have not expired, Buyer may at its sole option prior to Closing (i) waive the defect or (ii) exclude the property affected, or in the case where only a portion of the property is affected, exclude the affected portion, from the Oil and consents affecting Gas Properties and deduct the InterestsPref Right Value (as defined below) therefore from the Base Purchase Price. If a party from whom a waiver of a Preferential Right is requested refuses to give such waiver prior to Closing, Seller will tender to such party the required interest in the Property (the value of which shall be deemed to be equal to the amount specified in Schedule I hereto for such Property, reduced appropriately, as determined by mutual agreement of Buyer and Seller, if less than the entire Property must be tendered) (the "Pref Right Value"), and to the extent that such Preferential Right is exercised by such party, and such interest in such Property is actually sold to such party so exercising such right, such interest in such Property will be excluded from the transaction contemplated hereby and the cash portion of the Base Purchase Price will be adjusted downward by the Pref Right Value. With respect to any properties that have been excluded from the Oil and Gas Properties prior to Closing because of the existence of a Preferential Right that has not been exercised or waived, if, within ninety (90) days after Closing, such Preferential Right is waived or the time period for the exercise thereof has passed without the Preferential Right being exercised, then Seller but shall not be inconsistent convey such property to Buyer and Buyer shall pay in cash the Pref Right Value therefor. If after the Closing, any party holding a Preferential Right on a Property elects to exercise same and Buyer has paid for and accepted conveyance of the Property, Buyer shall comply with any of the terms of this Agreement. (b) In the event a third party exercises an applicable preferential right to purchase any of the Interests prior to the Closing Date, the affected Interests Preferential Right. Buyer shall be removed from this Agreement and the Purchase Price shall be adjusted due any consideration paid by the Allocated Value of the Interests. In the event such third party fails or refuses to close on such preferential right within sixty (60) days of upon the date exercise of such Preferential Right in exchange for Buyer delivering such third party's exercise of its preferential right, then Buyer shall purchase such affected Interests covered by the preferential right party an assignment for its Allocated Value as of the Effective Time and the closing for such transaction shall take place on a mutually acceptable date not more than thirty (30) days following such failure or refusal. If any preferential right to purchase any that portion of the Interests is exercised after Property affected by the Closing Date, exercise of such affected portion of the Interests shall not be treated as a Title DefectPreferential Right, and no adjustment Seller shall be made on account of such exercise. All Interests that are subject to preferential rights to purchase that have not been exercised as of such date and time shall be conveyed to Buyer at the Closing. If any such preferential right is exercised after such date and time, Buyer agrees to convey such affected Interests to the party exercising such right on the same terms and conditions under which Seller conveyed such Interests pay to Buyer, the amount, if any, which the Pref Right Value for such Property exceeds the amount received by Buyer from such third party for such Property. Buyer shall retain all amounts paid by indemnify Seller for any failure to comply with the party exercising such preferential right to purchase. In terms of the event of such exercise, Buyer shall prepare a form of conveyance of such interests from Buyer to such exercising party, such conveyance to be in form and substance Preferential Right as provided in this Agreementthe preceding sentence, except that such conveyance shall be made free and clear of all liens, encumbrances, royalty interests, production payments and other charges or defects created by, through or under Buyer. Buyer agrees up to hold harmless and indemnify Seller regarding any claims made by third parties claiming preferential rights subsequent an amount not to Closingexceed the Pref Right Value for the affected Property.

Preferential Rights and Consents. (a) Some Sellers do not believe that the Oil and Gas Properties are, but if, certain of the Leases Oil and Gas Properties are or may be subject to (a) preferential purchase rights, rights of first refusal and similar option rights in third parties to purchase in favor all or part of third parties or third party consents to assignment and notices of sale. The form and content of all solicitations for the waivers and consents affecting the Interests, shall be determined by Seller but shall not be inconsistent with any certain of the terms of this Agreement. Oil and Gas Properties (collectively, "Preferential Rights"), or (b) In the event a third party exercises an applicable preferential right lessors' approvals or other consents to purchase transfer any part of the Interests prior Oil and Gas Properties (other than governmental approvals routinely acquired after a transfer) including the non-transferability requirement of any license, permits, right-of-way, pipeline franchise or easement, or a requirement of renegotiation upon transfer of ownership (collectively, "Consents"), Sellers shall request, from each party shown on Sellers' records as holding Preferential Rights or as required to give Consents, and in accordance with the documents creating such rights, waivers of the Preferential Rights and Consents. If a party from whom a waiver of a Preferential Right is requested refuses to give such waiver, Sellers shall tender (at a price determined by the documents creating the Preferential Rights) the Oil and Gas Properties affected by such unwaived Preferential Right and if, and to the Closing Dateextent that, such Preferential Right is exercised by the affected Interests holder thereof, and such interest in the Oil and Gas Property is actually sold pursuant to such right, such interest in the Oil and Gas Properties shall be removed excluded from this Agreement the sale and purchase of Assets contemplated hereby and the Purchase Price shall be adjusted reduced by the Allocated Value amount allocated to such Oil and Gas Property as set forth in Schedule 2.3 hereto, or if not so set forth, by the amount so determined by mutual agreement of the Interestsparties hereto. In All Oil and Gas Properties for which a Preferential Right has not been asserted prior to the event Closing by the holder of such third party fails right shall be sold to Purchaser at the Closing pursuant to the provisions of this Agreement. Except that the Purchaser at its option shall exclude such Preferential Right properties if no written consent is given and reduce the Purchase Price dollar-for-dollar by the amount set forth on Schedule 2.3 hereto, or refuses if not so set forth, by the amount so determined by mutual agreement of the parties hereto. If any holder of Preferential Rights notifies Sellers subsequent to close on the Closing that it intends to assert its Preferential Rights, Sellers shall give notice thereof t Purchaser, whereupon Purchaser shall satisfy such preferential right Preferential Rights and all other obligations of Sellers to such holder. Sellers shall have no obligation hereunder other than to request waivers of Preferential Rights and to request Consents (including, without limitation, Sellers shall have no obligation to assure that such waivers of Preferential Rights or Consents are obtained). If the Sellers sell any of their interest in the Assets, subject to any Preferential Rights and Consents Sellers shall provide Purchaser, in writing the name of the purchaser of such Assets and the purchase price thereof within sixty ten (6010) days of the date of such third party's exercise of its preferential right, then Buyer shall purchase such affected Interests covered by the preferential right for its Allocated Value as of the Effective Time and the closing for such transaction shall take place on a mutually acceptable date not more than thirty (30) days following such failure or refusal. If any preferential right to purchase any portion of the Interests is exercised after the Closing Date, such affected portion of the Interests shall not be treated as a Title Defect, and no adjustment shall be made on account of such exercise. All Interests that are subject to preferential rights to purchase that have not been exercised as of such date and time shall be conveyed to Buyer at the Closing. If any such preferential right is exercised after such date and time, Buyer agrees to convey such affected Interests to the party exercising such right on the same terms and conditions under which Seller conveyed such Interests to Buyer. Buyer shall retain all amounts paid by the party exercising such preferential right to purchase. In the event of such exercise, Buyer shall prepare a form of conveyance of such interests from Buyer to such exercising party, such conveyance to be in form and substance as provided in this Agreement, except that such conveyance shall be made free and clear of all liens, encumbrances, royalty interests, production payments and other charges or defects created by, through or under Buyer. Buyer agrees to hold harmless and indemnify Seller regarding any claims made by third parties claiming preferential rights subsequent notice to ClosingSellers.

Preferential Rights and Consents. (a) Some Prior to the date of the Leases may be subject to preferential rights to purchase in favor of third parties or third party consents to assignment and notices of sale. The form and content of all solicitations for the waivers and consents affecting the Interests, shall be determined by Seller but shall not be inconsistent with any of the terms execution of this Agreement, SELLER has consulted with PURCHASER on the forms of notice and request for waivers to be sent to all holders of preferential purchase rights ("RIGHTS") in the Leases (and for purposes of this Section 3.5, the term "Leases" shall include any rights-of-way subject to a preferential right). As soon as practicable after the date hereof, SELLER shall transmit, or cause PURCHASER to transmit, to the respective holders of the Rights the notices and request for waivers. The Parties shall keep each other informed on a current basis as receipt of responses from the holders of the Rights are received or applicable exercise periods expired without exercise or response from the holders. (b) In To the event a extent that any Rights are exercised by any third party exercises an applicable preferential right entitled to purchase any exercise such Rights, then the Leases subject to such Rights shall not be sold to PURCHASER and shall be excluded from the Agreement. Subject to the terms of the Interests prior to the Closing DateRights, the affected Interests shall be removed from this Agreement and the Purchase Price shall be adjusted by the Allocated Value of the Interests. In the event such if any third party fails initially elects to exercise a Right, but subsequently refuses or refuses elects not to close on consummate the purchase under such preferential right Right and such refusal occurs within sixty (60) 180 days of the date of such third party's exercise of its preferential rightfollowing Closing, then Buyer PURCHASER shall purchase such affected Interests interests covered by the preferential right Right for its Allocated Value allocated value as of the Effective Time and the closing for of such transaction shall take place on a date mutually acceptable date to PURCHASER and SELLER, but not more than thirty (30) 30 days following such failure or refusal. If . (c) SELLER shall not object to PURCHASER discussing with the holder of any preferential right Right the possible exercise, waiver or expiration of such Rights, without any liability on the part of SELLER. (d) At Closing, SELLER (i) shall deposit into an escrow to purchase any be created, multiple originals of documents of assignment, transfer and conveyance (the "RIGHT ASSIGNMENTS") relating to the Leases for which the time for the exercise of the Right has not expired or been waived and (ii) PURCHASER shall deposit into escrow, the portion of the Interests Purchase Price allocated to the applicable Leases subject to the unexpired Right, as set forth on Schedule 3.5(d). Promptly after the expiration or waiver of any Right, SELLER and PURCHASER, by joint notice, shall instruct the escrow agent (i) to deliver the applicable Right Assignment to PURCHASER, and (ii) to release to SELLER with interest, if any, the allocable portion of the Purchase Price attributable to the applicable Lease subject to the expired or waived Right. (e) If a Right is exercised after Closing, PURCHASER and SELLER agree as follows: (1) the Closing Dateescrow agent, such affected portion upon receipt of the Interests joint instructions of PURCHASER and SELLER, shall not be treated as a Title Defect, and no adjustment shall be made on account of such exercise. All Interests that are subject to preferential rights to purchase that have not been exercised as of such date and time shall be conveyed to Buyer at destroy the Closing. If any such preferential right is exercised after such date and time, Buyer agrees to convey such affected Interests to the party exercising such right on the same terms and conditions under which Seller conveyed such Interests to Buyer. Buyer shall retain all amounts paid by the party exercising such preferential right to purchase. In the event of such exercise, Buyer shall prepare a form of conveyance of such interests from Buyer to such exercising party, such conveyance to be in form and substance as provided in this Agreement, except that such conveyance shall be made free and clear of all liens, encumbrances, royalty interests, production payments and other charges or defects created by, through or under Buyer. Buyer agrees to hold harmless and indemnify Seller regarding any claims made by third parties claiming preferential rights subsequent to Closing.applicable Right Assignment;

Preferential Rights and Consents. BOG will utilize reasonable efforts, consistent with industry practices in transactions of this type, to identify any Preferential Rights or Consents which would be applicable to the BOG Properties and the transactions contemplated hereby. In attempting to identify such Preferential Rights and Consents, BOG is in no event obligated to go beyond its own records. BOG shall have no obligation other than to so attempt to identify such Preferential Rights or Consents and to give the notices required by such identified Preferential Rights or Consents prior to the drilling of a Subject Well or Subsequent Well on the applicable BOG Properties. To the extent a Preferential Right applicable to any BOG Property (aor portion thereof) Some is properly exercised prior to the execution of the Leases may be subject to preferential rights to purchase an Assignment covering such BOG Property in favor of third parties Gasco, any well located or third party consents proposed to assignment and notices of sale. The form and content of all solicitations for be located on the waivers and consents affecting the Interests, shall be determined lands covered by Seller but such BOG Property shall not be inconsistent with considered a Subject Well for purposes hereof, and Gasco shall have no obligation to pay or bear any BOG Drilling Costs associated therewith; any share of BOG Drilling Costs paid by Gasco relating to such well prior to the exercise of the terms subject Preferential Right shall be reimbursed by BOG to Gasco. To the extent any Preferential Right applicable to any BOG Property (or portion thereof) is identified after the date of this Agreement. (b) In the event an Assignment to Gasco covering such BOG Property, and is further validly and properly exercised by a third party exercises an applicable preferential right to purchase any of or third parties after such date, Gasco shall convey the Interests prior specific BOG Property affected by such Preferential Right to the Closing Dateexercising third party or third parties, the affected Interests and Gasco shall be removed from this Agreement and the Purchase Price shall be adjusted entitled, as its sole remedy against BOG, to any consideration paid by the Allocated Value of the Interests. In the event such third party fails or refuses to close on such preferential right within sixty (60) days of the date of such third party's exercise of its preferential right, then Buyer shall purchase such affected Interests covered by the preferential right for its Allocated Value as of the Effective Time and the closing for such transaction shall take place on a mutually acceptable date not more than thirty (30) days following such failure or refusal. If any preferential right to purchase any portion of the Interests is exercised after the Closing Date, such affected portion of the Interests shall not be treated as a Title Defect, and no adjustment shall be made parties on account of such exercisethe post-Assignment exercise of any Preferential Right affecting the BOG Property. All Interests BOG and Gasco hereby recognize that are subject to preferential rights to purchase that have not been exercised as of such date and time any Preferential Right shall be conveyed to Buyer at the Closing. If any such preferential right is exercised after such date and time, Buyer agrees to convey such affected Interests apply only to the party exercising specific property described in the instrument creating same, and shall in no event be construed to apply to all, or any group of, the BOG Properties, other than the specific property described in the instrument creating the Preferential Right. BOG shall use reasonable commercial efforts to secure any Consent of which it becomes aware (whether such right on Consent was identified before or after an Assignment was made covering the same terms and conditions under which Seller conveyed such Interests to Buyer. Buyer shall retain all amounts paid BOG Property burdened by the party exercising such preferential right to purchase. In the event of such exercise, Buyer shall prepare a form of conveyance of such interests from Buyer to such exercising party, such conveyance to be in form and substance as provided in this Agreement, except that such conveyance shall be made free and clear of all liens, encumbrances, royalty interests, production payments and other charges or defects created by, through or under Buyer. Buyer agrees to hold harmless and indemnify Seller regarding any claims made by third parties claiming preferential rights subsequent to Closing.such

Preferential Rights and Consents. (a) Some From and after the Execution Date, each Contributing Party shall use commercially reasonable efforts to promptly prepare and send (i) notices to any third Person holders of the Leases may be subject to preferential rights to purchase in favor of third parties or third party any consents to assignment of any of the Contributed Interests requesting applicable consents, and (ii) notices to the holders of saleany applicable Preferential Purchase Rights requesting waivers of such Preferential Purchase Rights, in each case that would be triggered by the transactions contemplated by this Agreement. The form From and content after the Execution Date, each Contributing Party shall further use commercially reasonable efforts to diligently pursue and obtain all Required Consents (provided, however, that no Contributing Party shall be required to make any out of pocket payments to such holders of such Required Consents). Each Contributing Party shall notify the Company prior to the Closing of all solicitations such Preferential Purchase Rights and consents that have not been waived or granted, as applicable, or that have been exercised in the case of Preferential Purchase Rights, and the specific Contributed Interests to which they pertain. (b) At the Closing, any Contributed Interests subject to an unsatisfied Required Consent and any Contributed Interests with respect to which a Preferential Purchase Rights has been exercised prior to the Closing, or with respect to which the period for the waivers and consents affecting the Interestsexercise of such right has not expired, shall be determined by Seller but without exercise, shall not be inconsistent with any assigned or transferred (whether directly or indirectly) to Remora Holdings. (c) If a Preferential Purchase Rights has been exercised prior to the Closing but the holder of such preferential purchase right fails to consummate the purchase of the terms applicable Contributed Interest (or a portion thereof) on or before the first to occur of (i) the date that is 120 days following the Closing or (ii) the end of the period of time for consummating such sale or exercising such right, then (x) the Applicable Contributing Party shall so notify the Company, and (y) the Applicable Contributing Party shall assign to Remora Holdings, as applicable, the Contributed Interest (or portion thereof) so excluded at the Closing pursuant to an instrument in substantially the same form as the applicable Conveyance Document to which such Contributing Party is required to assign and convey such Contributed Interest (or portion thereof) under this Agreement. (bd) In If any Required Consent is not obtained by the event Closing, each Applicable Contributing Party and the Company shall, to the extent permitted by applicable Law, (x) cooperate and use reasonable best efforts to establish an arrangement reasonably satisfactory to the Company under which Remora Holdings would obtain the claims, rights and benefits and assume the corresponding liabilities, debts, obligations and commitments under such Contributed Interests (including by means of any subcontracting, sublicensing or subleasing arrangement) or under which each Applicable Contributing Party would enforce for the benefit of Remora Holdings any and all claims, rights and benefits of such Applicable Contributing Party against a third party exercises an applicable preferential thereto and (y) each Applicable Contributing Party, at the reasonable request of the Company (and at the Company and Remora Holdings’ sole cost and expense) and for the account of Remora Holdings shall enforce, any of such Contributing Parties’ rights thereto or interests therein against any third parties thereto (including the right to purchase terminate any of the Interests prior to such Contributed Interest in accordance with its terms). If within 120 days following the Closing Date, the affected Interests shall be removed Applicable Contributing Party obtains the consent or waiver of any Required Consent binding on a Contributed Interest which is withheld from this Agreement and the Purchase Price shall be adjusted by the Allocated Value of the Interests. In the event such third party fails or refuses Closing pursuant to close on such preferential right within sixty (60) days of the date of such third party's exercise of its preferential rightSection 6.8(b), then Buyer (i) the Applicable Contributing Party shall purchase such affected Interests covered by so notify the preferential right for its Allocated Value as of Company and (ii) the Effective Time and Applicable Contributing Party shall assign to Remora Holdings the closing for such transaction shall take place on a mutually acceptable date not more than thirty Contributed Interest (30or portion thereof) days following such failure or refusal. If any preferential right to purchase any portion of the Interests is exercised after the Closing Date, such affected portion of the Interests shall not be treated as a Title Defect, and no adjustment shall be made on account of such exercise. All Interests that are subject to preferential rights to purchase that have not been exercised as of such date and time shall be conveyed to Buyer at the Closing. If any such preferential right is exercised after such date and time, Buyer agrees to convey such affected Interests to the party exercising such right on the same terms and conditions under which Seller conveyed such Interests to Buyer. Buyer shall retain all amounts paid by the party exercising such preferential right to purchase. In the event of such exercise, Buyer shall prepare a form of conveyance of such interests from Buyer to such exercising party, such conveyance to be in form and substance as provided in this Agreement, except that such conveyance shall be made free and clear of all liens, encumbrances, royalty interests, production payments and other charges or defects created by, through or under Buyer. Buyer agrees to hold harmless and indemnify Seller regarding any claims made by third parties claiming preferential rights subsequent to Closing.so excluded,

Preferential Rights and Consents. (a) Some Within five (5) Business Days after execution of this Agreement, Seller shall send notices to the Leases may be subject to holders of preferential rights to purchase in favor of third parties or third party consents to assignment and notices assign under joint operating agreements (which consents, for purposes of salethis Agreement, shall be treated as preferential rights under Section 4.03(b) through (d) below) applicable to the transactions contemplated hereby. The form and content of all solicitations for the waivers and consents affecting the Interests, Assets shall be determined by Seller but Seller, after consultation with Buyer, and shall not be inconsistent with any of the terms of this Agreement. (b) In the event a third party exercises an applicable preferential right to purchase any of the Interests Assets prior to the Closing Date (and does not, prior to the Closing, subsequently waive such preferential purchase right) or a preferential right has not expired prior to the Closing Date, the affected Interests Assets shall be removed from this Agreement and the Purchase Price shall be adjusted reduced by the Allocated Value of such Assets. For a period of sixty (60) days after the Interests. In Closing Date, Seller may, from time to time, notify Buyer in writing if the event holder of such third party fails exercised preferential right has withdrawn its exercise thereof or refuses has failed to close on or the applicable preferential right has expired (without challenge or comment from the holder of such preferential right right). Within ten (10) Business Days after Buyer’s receipt of such notice, Seller shall sell, assign and convey to Buyer, and Buyer shall purchase and accept from Seller, the affected Assets pursuant to the terms of this Agreement and for the Allocated Value thereof (as adjusted pursuant to Section 2.03). (c) If on the Closing Date preferential purchase rights applicable to any of the Assets have not expired or been waived, the affected Assets shall be excluded from the Assets delivered at the Closing and the Purchase Price shall be reduced by the Allocated Value of such Assets. The Parties shall conduct a subsequent closing sixty (60) days after the Closing Date (the “Second Closing”) with respect to each of the excluded Assets for which the applicable preferential purchase rights have expired or been waived. If any preferential purchase rights have neither expired nor been waived within sixty (60) days of after the date of such third party's exercise of its preferential rightClosing Date, then Buyer the affected Assets, automatically and without need to amend this Agreement, shall purchase such affected Interests covered by the preferential right for its Allocated Value as of the Effective Time be removed from this Agreement and the Parties shall have no further obligations to each other with respect to the same, unless Seller and Buyer agree in writing to proceed with a closing for on such transaction shall take place on a mutually acceptable date not Assets. (d) If more than thirty sixty (3060) days following such failure or refusal. If any after the Closing, a third party exercises an applicable preferential right to purchase any portion of the Interests is exercised after Assets of which Seller and Buyer were not aware prior to the expiration of such period, then Buyer shall sell, assign and convey the affected Asset to such third party and Buyer shall be entitled to receive and collect the proceeds of the purchase, either from such third party directly or from any Seller Party that receives and collects such proceeds. This provision shall survive the Closing Dateindefinitely. (e) Seller will use reasonable efforts to attempt to obtain any other required consents (other than governmental consents customarily obtained post-Closing, such affected portion consents under joint operating agreements described in Section 4.03(a) or other approvals customarily obtained post-Closing) for the valid assignment of the Interests shall not be treated as a Title Defect, and no adjustment shall be made on account any Asset with an Allocated Value of such exercise. All Interests that are subject greater than zero prior to preferential rights to purchase that have not been exercised as of such date and time shall be conveyed to Buyer at the Closing. If on the Closing Date any such preferential consents have not been obtained, and (i) the failure to obtain such consent would cause (A) the assignment of the Assets affected thereby to Buyer to be void or voidable, or (B) the termination or loss of a contract or an Asset under the express terms thereof, or (ii) Seller has been notified that the holder of any such consent right has rejected or will otherwise not grant such consent, then Buyer shall have the right to elect that any such affected Asset (a “Hard Consent Asset”) not be transferred to Buyer at Closing. In such cases, such Hard Consent Asset shall be retained by Seller and the Purchase Price shall be reduced by the Allocated Value of such Hard Consent Asset. If an unsatisfied consent requirement with respect to a Hard Consent Asset for which an adjustment is exercised made to the Purchase Price is subsequently satisfied prior to the date that is sixty (60) days after the Closing, the Parties shall include such date and time, Buyer agrees to Hard Consent Asset in the Second Closing at which (y) Seller shall convey such affected Interests Hard Consent Asset to the party exercising such right on the same terms and conditions under which Seller conveyed such Interests to Buyer. Buyer shall retain all amounts paid by the party exercising such preferential right to purchase. In the event of such exercise, Buyer shall prepare a form of conveyance of such interests from Buyer to such exercising party, such conveyance to be in form and substance as provided in accordance with this Agreement, except that and (z) Buyer shall pay an amount equal to the Allocated Value of such conveyance Hard Consent Asset to Seller. If such consent requirement is not satisfied within sixty (60) days after the Closing, the affected Hard Consent Assets, automatically and without need to amend this Agreement, shall be made free removed from this Agreement and clear of all liensthe Parties shall have no further obligations to each other with respect to the same, encumbrancesunless Seller and Buyer agree in writing to proceed with a closing on such Hard Consent Assets. If on the Closing Date any other consents (other than consents relating to Hard Consent Assets) have not been obtained the affected Assets nevertheless shall be delivered at the Closing and the Allocated Value therefor shall be included in the Purchase Price, royalty interests, production payments but after the Closing Seller shall continue its efforts to obtain such consents on a case by case basis as agreed upon by Buyer and other charges or defects created by, through or under Buyer. Buyer agrees to hold harmless and indemnify Seller regarding any claims made by third parties claiming preferential rights subsequent to ClosingSeller.

Preferential Rights and Consents. (a) Some of the Leases may be subject to preferential rights to purchase in favor of third parties or third party consents to assignment and notices of sale. The form and content of all solicitations for the waivers and consents affecting the Interests, Interests shall be determined and prepared by Seller Seller, but shall not be inconsistent inconsist with any of the terms of this Agreement. (b) In the event a third party exercises an applicable preferential right to purchase any of the Interests an Interest prior to the Closing Date, the affected Interests Interest shall not be treated as a Title Defect, but shall be removed from this Agreement and the Purchase Price shall be adjusted by the Allocated Value of the Interests. In the event such third party fails or refuses to close on such preferential right within sixty (60) days of the date of such third party's exercise of its preferential right, then Buyer shall purchase such affected Interests covered by the preferential right for its Allocated Value as of the Effective Time and the closing for such transaction shall take place on a mutually acceptable date not more than thirty (30) days following such failure or refusalthat Interest. If any preferential right to purchase any portion of the Interests an Interest is exercised after the Closing Date, such affected portion of the Interests Interest shall not be treated as a Title Defect, and no adjustment shall be made on account of such exercise. All Interests that are subject to preferential rights to purchase that have not been exercised as of such date and time the Closing Date shall be conveyed to (and paid for by) Buyer at the Closing. If any such preferential right is exercised after such date and timeClosing, Buyer agrees to shall convey such affected Interests Interest to the party exercising such right on the same terms and conditions under which Seller conveyed such Interests Interest to Buyer. Buyer shall retain all amounts paid by the party exercising such preferential right to purchase. In the event of such exercise, Buyer shall prepare a form of conveyance of such interests from Buyer to such exercising party, such conveyance to be in form and substance as provided in this Agreement, except that such conveyance shall be made free and clear of all liens, encumbrances, royalty interests, production payments and other charges or defects created by, through or under Buyer. Buyer agrees to hold harmless and indemnify Seller regarding any claims made by third parties claiming preferential rights subsequent to Closing.and

Preferential Rights and Consents. (a) Some of the Leases may be are subject to preferential rights to purchase in favor of third parties or third party consents to assignment and notices as specified in Section 8.6 of salethe Seller Disclosure Schedule. The form and content of all solicitations for the waivers and consents affecting the Interests, Oil and Gas Assets shall be determined jointly by Seller and Buyer but shall not be inconsistent with any of the terms of this Agreement. Seller shall deliver such solicitations in writing to the affected third parties as soon as practicable after the date hereof. (b) In the event a third party exercises an applicable preferential right to purchase all or any portion of the Interests an Oil and Gas Asset prior to the Closing Date, the affected Interests Oil and Gas Asset or portion thereof shall be removed from this Agreement and the Purchase Price shall be adjusted reduced by the Allocated Value of the Interestssuch Oil and Gas Asset or portion thereof. In the event such third party fails or refuses to close on such preferential right within sixty (60) days of the date required time of such third party's ’s exercise of its preferential right, then Buyer shall purchase such affected Interests Oil and Gas Assets covered by the preferential right for its the Allocated Value as of the Effective Time and the closing for such transaction shall take place on a mutually acceptable date not more than thirty (30) 30 days following such failure or refusal. If any preferential right to purchase any portion of the Interests Oil and Gas Assets is exercised after the Closing Date, such affected portion of the Interests Oil and Gas Assets shall not be treated as a Title Defect, and no adjustment shall be made on account of such exercise. All Interests Oil and Gas Assets that are subject to preferential rights to purchase that have not been exercised as of such date and time shall be conveyed to Buyer at the Closing. If any such preferential right is exercised after such date and time, Buyer agrees to convey such affected Interests Oil and Gas Assets to the party exercising such right on the same terms and conditions under which Seller conveyed such Interests Oil and Gas Assets to Buyer. In such event, Buyer shall retain all amounts paid by the party exercising such preferential right to purchase. In the event of such exercise, Buyer shall prepare a form of conveyance of such interests interest from Buyer to such exercising party, such conveyance to be in form and substance as provided in this Agreement, except that such conveyance shall be made free and clear of all liens, encumbrancesLiens, royalty interests, production payments and other charges or defects created by, through or under Buyer. Buyer agrees to hold harmless and indemnify Seller regarding any claims made by third parties claiming preferential rights subsequent to Closing.

Preferential Rights and Consents. (a) Some of the Leases may be are subject to preferential rights to purchase in favor of third parties or third party consents to assignment and notices of sale. The form and content of all solicitations for the waivers and consents affecting the Interests, Interests shall be determined jointly by Seller and Buyer but shall not be inconsistent with any of the terms of this Agreement. Seller shall deliver such solicitations in writing to the affected third parties as soon as practicable after the date hereof. (b) In the event a third party exercises an applicable preferential right to purchase any of the Interests prior to the Closing Date, the affected Interests shall be removed from this Agreement and the Cash Purchase Price shall be adjusted by the Allocated Value of the Interests. In the event such third party fails or refuses to close on such preferential right within sixty (60) 60 days of the date of such third party's ’s exercise of its preferential right, then Buyer shall purchase such affected Interests interest covered by the preferential right for its the Allocated Value as of the Effective Time and the closing for such transaction shall take place on a mutually acceptable date not more than thirty (30) days following such failure or refusal. If any preferential right to purchase any portion of the Interests is exercised after the Closing Date, such affected portion of the Interests shall not be treated as a Title Defect, and no adjustment shall be made on account of such exercise. All Interests that are subject to preferential rights to purchase that have not been exercised as of such date and time shall be conveyed to Buyer at the Closing. If any such preferential right is exercised after such date and time, Buyer agrees to convey such affected Interests to the party exercising such right on the same terms and conditions under which Seller conveyed such Interests to Buyer. Buyer shall retain all amounts paid by the party exercising such preferential right to purchase. In the event of such exercise, Buyer shall prepare a form of conveyance of such interests interest from Buyer to such exercising party, such conveyance to be in form and substance as provided in this Agreement, except that such conveyance shall be made free and clear of all liens, encumbrances, royalty interests, production payments and other charges or defects created by, through or under Buyer. Buyer agrees to hold harmless and indemnify Seller regarding any claims made by third parties claiming preferential rights subsequent to Closing.

Preferential Rights and Consents. BOG will utilize reasonable efforts, consistent with industry practices in transactions of this type, to identify any Preferential Rights or Consents which would be applicable to the BOG Properties and the transactions contemplated hereby. In attempting to identify such Preferential Rights and Consents, BOG is in no event obligated to go beyond its own records. BOG shall have no obligation other than to so attempt to identify such Preferential Rights or Consents and to give the notices required by such identified Preferential Rights or Consents prior to the drilling of a Subject Well or Subsequent Well on the applicable BOG Properties. To the extent a Preferential Right applicable to any BOG Property (aor portion thereof) Some is properly exercised prior to the execution of the Leases may be subject to preferential rights to purchase an Assignment covering such BOG Property in favor of third parties Middle Bay, any well located or third party consents proposed to assignment and notices of sale. The form and content of all solicitations for be located on the waivers and consents affecting the Interests, shall be determined lands covered by Seller but such BOG Property shall not be inconsistent with considered a Subject Well for purposes hereof, and Middle Bay shall have no obligation to pay or bear any BOG Drilling Costs associated therewith; any share of BOG Drilling Costs paid by Middle Bay relating to such well prior to the exercise of the terms subject Preferential Right shall be reimbursed by BOG to Middle Bay. To the extent any Preferential Right applicable to any BOG Property (or portion thereof) is identified after the date of this Agreement. (b) In the event an Assignment to Middle Bay covering such BOG Property, and is further validly and properly exercised by a third party exercises an applicable preferential right to purchase any of or third parties after such date, Middle Bay shall convey the Interests prior specific BOG Property affected by such Preferential Right to the Closing Dateexercising third party or third parties, the affected Interests and Middle Bay shall be removed from this Agreement and the Purchase Price shall be adjusted entitled, as its sole remedy against BOG, to any consideration paid by the Allocated Value of the Interests. In the event such third party fails or refuses to close on such preferential right within sixty (60) days of the date of such third party's exercise of its preferential right, then Buyer shall purchase such affected Interests covered by the preferential right for its Allocated Value as of the Effective Time and the closing for such transaction shall take place on a mutually acceptable date not more than thirty (30) days following such failure or refusal. If any preferential right to purchase any portion of the Interests is exercised after the Closing Date, such affected portion of the Interests shall not be treated as a Title Defect, and no adjustment shall be made parties on account of such exercisethe post- Assignment exercise of any Preferential Right affecting the BOG Property. All Interests BOG and Middle Bay hereby recognize that are subject to preferential rights to purchase that have not been exercised as of such date and time any Preferential Right shall be conveyed to Buyer at the Closing. If any such preferential right is exercised after such date and time, Buyer agrees to convey such affected Interests apply only to the party exercising such right on specific property described in the same terms instrument creating same, and conditions under which Seller conveyed such Interests shall in no event be construed to Buyerapply to all, or any group of, the BOG Properties, other than the specific property described in the instrument creating the Preferential Right. Buyer BOG shall retain all amounts paid by the party exercising such preferential right use reasonable commercial efforts to purchase. In the event of such exercise, Buyer shall prepare a form of conveyance of such interests from Buyer to such exercising party, such conveyance to be in form and substance as provided in this Agreement, except that such conveyance shall be made free and clear of all liens, encumbrances, royalty interests, production payments and other charges or defects created by, through or under Buyer. Buyer agrees to hold harmless and indemnify Seller regarding any claims made by third parties claiming preferential rights subsequent to Closing.secure

Preferential Rights and Consents. (a) Some As soon as practicable after execution of this Agreement, Seller shall send (i) notices to the holders of the Leases may be subject to preferential rights applicable to purchase in favor of third parties or third party the transactions contemplated hereby, and (ii) with respect to consents to assignment and notices applicable to the transactions contemplated hereby, requests to third parties for their consent to assignment of salethe affected Assets to Buyer. The form and content of all solicitations for the waivers and consents affecting the Interests, Assets shall be determined by Seller but Seller, after consultation with Buyer, and shall not be inconsistent with any of the terms of this Agreement. (b) In the event a third party exercises an applicable preferential right to purchase any of the Interests Assets prior to the Closing DateDate (and does not, prior to the Closing, subsequently waive such preferential purchase right), the affected Interests Assets shall be removed from this Agreement and the Purchase Price shall be adjusted reduced by the Allocated Value of the Interestssuch Assets. In the event such third party fails or refuses to close on such preferential right within sixty For a period of ninety (6090) days of the date of such third party's exercise of its preferential right, then Buyer shall purchase such affected Interests covered by the preferential right for its Allocated Value as of the Effective Time and the closing for such transaction shall take place on a mutually acceptable date not more than thirty (30) days following such failure or refusal. If any preferential right to purchase any portion of the Interests is exercised after the Closing Date, Seller may, from time to time, notify Buyer in writing if any exercised preferential purchase right is not consummated with the holder of the preferential purchase right. Within ten (10) Business Days after Buyer's receipt of such notice, Seller shall sell, assign and convey to Buyer, and Buyer shall purchase and accept from Seller, the affected Assets pursuant to the terms of this Agreement and for the Allocated Value thereof (as adjusted pursuant to Section 2.2). (c) If on the Closing Date preferential purchase rights applicable to any of the Assets have not expired or been waived, the affected Assets shall be excluded from the Assets delivered at Closing and the Purchase Price shall be reduced by the Allocated Value of such Assets. The Parties shall conduct a subsequent closing with respect to each of the excluded Assets if and when the applicable preferential purchase rights have expired or been waived. If any preferential purchase rights have neither expired nor been waived within ninety (90) days after the Closing Date, the affected Assets, automatically and without need to amend this Agreement, shall be removed from this Agreement and the Parties shall have no further obligations to each other with respect to the same. (d) If any required consents to the assignment of any Asset (other than governmental consents or approvals customarily obtained post-Closing) are neither obtained prior to Closing nor waived by Buyer, then with respect to each affected Asset, Seller shall have the option to either (x) include such Asset in the Assets purchased by Buyer at Closing and agree to hold record title and/or operating rights to such Asset as nominee for the Buyer until such time as all applicable required consents have been obtained or waived by Buyer (in which case Buyer shall deliver the Allocated Value of such Asset (as adjusted pursuant to Section 2.2) to Seller at Closing as a portion of the Interests shall not be treated as a Title Defect, Preliminary Purchase Price) or (y) exclude such Asset from this Agreement and no adjustment the transactions contemplated hereby (in which case the Purchase Price shall be made on account of such exercisereduced by the Allocated Value thereof). All Interests that are subject With respect to preferential rights to purchase that have not been exercised as of such date and time shall be conveyed to Buyer at the Closing. If any such preferential right is exercised after such date and time, Buyer agrees to convey such affected Interests to the party exercising such right on the same terms and conditions under each Asset for which Seller conveyed such Interests has agreed to Buyer. hold record title and/or operating rights as nominee for Buyer shall retain all amounts paid by the party exercising such preferential right to purchase. In the event of such exercise(each “Nominee Asset”), Buyer shall prepare a form of conveyance of such interests from Buyer be responsible for, and entitled to, all obligations, liabilities, and benefits relating to such exercising partyNominee Asset during the period in which Seller is holding record title and/or operating rights as Buyer's nominee (the “Nominee Period”), and BUYER SHALL DEFEND, INDEMNIFY, AND HOLD SELLER HARMLESS FROM AND AGAINST ALL CLAIMS, CAUSES OF ACTION AND LAWSUITS ASSERTED BY ANY PERSON, ENTITY OR GOVERNMENTAL AGENCY ARISING OUT OF THE OPERATION OF EACH NOMINEE ASSET DURING ITS RESPECTIVE NOMINEE PERIOD, REGARDLESS OF THE NEGLIGENCE OR STRICT LIABILITY OF SELLER. Upon all required consents to the assignment of any Nominee Asset being obtained or waived by Buyer, Seller shall assign and convey to Buyer such conveyance Nominee Asset pursuant to be in form and substance as provided in the terms of this Agreement, except that such conveyance shall be made free and clear of all liens, encumbrances, royalty interests, production payments and other charges or defects created by, through or under Buyer. Buyer agrees to hold harmless and indemnify Seller regarding any claims made by third parties claiming preferential rights subsequent to Closing.

Preferential Rights and Consents. (a) Some of the Leases may be subject Seller shall give all required notices with respect to preferential purchase rights to purchase in favor of third parties or third party and consents to assignment as soon as reasonably practicable after this Agreement is executed and notices of saledelivered by the Parties. The form Parties shall use their commercially reasonable efforts in good faith to obtain waivers of preferential rights and content of all solicitations consents to assignment. If the time period for any such preferential purchase right has not expired at or prior to the Closing, then such affected Properties shall be retained by Seller until such time as the time period for the waivers exercise of such preferential purchase right expires or such preferential purchase right is waived, upon which Seller shall promptly assign such Properties to Buyer, and Buyer shall pay Seller the Allocated Value of the applicable Properties. For all Oil and Gas Properties affected by consents affecting to assignment that would prohibit Seller from transferring such Oil and Gas Property if not obtained, and if the Interests, shall be determined by Seller but applicable Lease or agreement does not provide that such consent shall not be inconsistent with any of the terms of this Agreement. (b) In the event a third party exercises an applicable preferential right unreasonably withheld, such Properties shall be retained by Seller if such consents to purchase any of the Interests assignment are not obtained prior to the Closing Date(unless waived by Buyer), the affected Interests shall be removed from this Agreement and the Purchase Price for the Properties shall be adjusted reduced by the Allocated Value of the Interestsapplicable Properties. In If such consents to assignment are obtained after Closing, then Seller shall promptly assign such Properties to Buyer, and Buyer shall pay Seller the event such third party fails or refuses to close on such preferential right within sixty (60) days Allocated Value of the date applicable Properties. Notwithstanding the foregoing, if the consent to assignment relating to that certain Easement for Oil Storage Facility dated August 15, 1998, between Xxxxxxx X. Xxxxxx, Xx. and Abraxas Petroleum Corporation (the “Storage Easement”) has not been obtained by Closing, Seller shall retain the Storage Easement and there shall be no adjustment to the Purchase Price. Seller shall hold the Storage Easement for the benefit of Buyer until such third party's exercise of its preferential right, then Buyer consent to assignment is obtained. The Parties shall purchase such affected Interests covered by use their commercially reasonable efforts in good faith to obtain the preferential right for its Allocated Value as consent to assignment of the Effective Time and Storage Easement. After the closing for such transaction shall take place on a mutually acceptable date not more than thirty (30) days following such failure or refusal. If any preferential right consent to purchase any portion assignment of the Interests is exercised after Storage Easement has been obtained, Seller shall convey the Closing DateStorage Easement to Buyer, such affected portion Seller shall cause any encumbrances, deeds of trust or mortgages affecting the Interests Storage Easement to be released and Buyer shall not be treated as a Title Defect, and no adjustment shall be made on account of obligated to pay anything to Seller for such exercise. All Interests that are subject to preferential rights to purchase that have not been exercised as of such date and time shall be conveyed to Buyer at the Closing. If any such preferential right is exercised after such date and time, Buyer agrees to convey such affected Interests to the party exercising such right on the same terms and conditions under which Seller conveyed such Interests to Buyer. Buyer shall retain all amounts paid by the party exercising such preferential right to purchase. In the event of such exercise, Buyer shall prepare a form of conveyance of such interests from Buyer to such exercising party, such conveyance to be in form and substance as provided in this Agreement, except that such conveyance shall be made free and clear of all liens, encumbrances, royalty interests, production payments and other charges or defects created by, through or under Buyer. Buyer agrees to hold harmless and indemnify Seller regarding any claims made by third parties claiming preferential rights subsequent to Closingtransfer.

Preferential Rights and Consents. All Consents and Preferential Rights are set forth on Schedule 3.2.7. Within five (a5) Some business days from the Execution Date, Seller shall deliver notices to the holders thereof, and shall promptly provide copies of any response to such notices to Buyer. 4.3.1 If Seller fails to obtain a Consent prior to Closing and the failure to obtain such Consent would cause (i) the assignment of that portion of the Leases may Property affected thereby to Buyer to be subject void, (ii) any revenue attributable to preferential rights the Property to purchase be held in favor suspense or otherwise reduced; or (iii) the termination of third parties or third party consents to assignment and notices that portion of sale. The form and content the Property affected thereby under the express terms thereof (each, a “Hard Consent”), then, in each such case, that portion of all solicitations for the waivers and consents affecting the Interests, Property affected thereby shall be determined excluded from the Property to be acquired by Seller but shall not be inconsistent with any of the terms of this Agreement. (b) In the event a third party exercises an applicable preferential right to purchase any of the Interests prior to the Buyer at Closing Date, the affected Interests shall be removed from this Agreement hereunder and the Purchase Price shall be adjusted reduced by the Allocated Value of such portion of the InterestsProperty so excluded. In the event such third party fails or refuses that a Hard Consent that was not obtained prior to close on such preferential right Closing is obtained within sixty (60) days of the date of such third party's exercise of its preferential rightfollowing Closing, then then, Buyer shall purchase such affected Interests covered by the preferential right for its Allocated Value as of the Effective Time and the closing for such transaction shall take place on a mutually acceptable date not more than thirty purchase, within ten (3010) days following after such failure or refusal. If any preferential right to purchase any Hard Consent is obtained, such portion of the Interests is exercised after Property so excluded under the terms of this Agreement for the amount (if any) by which the Purchase Price was reduced at Closing Date, due to the exclusion of such affected portion of the Interests shall not be treated Property (as a Title Defectsuch amount is appropriately adjusted in accordance with this Agreement), and no adjustment Seller shall assign to Buyer such portion of the Property pursuant to an instrument in form substantially similar to the Assignment Documents. 4.3.2 If Seller fails to obtain a Consent prior to Closing and the failure to obtain such Consent would not cause (i) the assignment of that portion of the Property affected thereby to Buyer to be void; (ii) any revenue attributable to the Property to be held in suspense or otherwise reduced; or (iii) the termination of such portion of the Property affected thereby under the express terms thereof, then (x) that portion of the Property subject to such un-obtained Consent shall be made on account acquired by Buyer at Closing as part of the Property, (y) Buyer shall have no claim against, and hereby releases and indemnifies the Seller Indemnified Parties from any liability for the failure to obtain such exercise. All Interests that are subject to preferential rights to purchase that have not been exercised as of such date Consent, and time (z) Buyer shall be conveyed solely responsible from and after Closing for any and all liabilities arising from the failure to Buyer at obtain such Consent. 4.3.3 To the Closing. If extent that any such preferential right is exercised after such date and time, Buyer agrees to convey such affected Interests to the party exercising such right on the same terms and conditions under which Seller conveyed such Interests to Buyer. Buyer shall retain all amounts paid by the party exercising such preferential right to purchase. In the event of such exercise, Buyer shall prepare a form of conveyance of such interests from Buyer to such exercising third party, such conveyance to interests in the Property affected thereby will be in form excluded from the transaction contemplated hereby and substance as provided in this Agreement, except the Purchase Price will be adjusted downward by the Allocated Value of that portion of the Property affected by such conveyance shall be made free and clear of all liens, encumbrances, royalty interests, production payments and other charges or defects created by, through or under Buyer. Buyer agrees to hold harmless and indemnify Seller regarding any claims made by third parties claiming preferential rights subsequent to Closingright.

Preferential Rights and Consents. (a) Some From and after the Execution Date, each Contributing Party shall use commercially reasonable efforts to promptly prepare and send (i) notices to any third Person holders of the Leases may be subject to preferential rights to purchase in favor of third parties or third party any consents to assignment of any of the Contributed Interests requesting applicable consents, and (ii) notices to the holders of saleany applicable Preferential Purchase Rights requesting waivers of such Preferential Purchase Rights, in each case that would be triggered by the transactions contemplated by this Agreement. The form From and content after the Execution Date, each Contributing Party shall further use commercially reasonable efforts to diligently pursue and obtain all Required Consents (provided, however, that no Contributing Party shall be required to make any out of pocket payments to such holders of such Required Consents). Each Contributing Party shall notify the Company prior to the Closing of all solicitations such Preferential Purchase Rights and consents that have not been waived or granted, as applicable, or that have been exercised in the case of Preferential Purchase Rights, and the specific Contributed Interests to which they pertain. (b) At the Closing, any Contributed Interests subject to an unsatisfied Required Consent and any Contributed Interests with respect to which a Preferential Purchase Rights has been exercised prior to the Closing, or with respect to which the period for the waivers and consents affecting the Interestsexercise of such right has not expired, shall be determined by Seller but without exercise, shall not be inconsistent with any assigned or transferred (whether directly or indirectly) to Remora Holdings. (c) If a Preferential Purchase Rights has been exercised prior to the Closing but the holder of such preferential purchase right fails to consummate the purchase of the terms applicable Contributed Interest (or a portion thereof) on or before the first to occur of (i) the date that is 120 days following the Closing or (ii) the end of the period of time for consummating such sale or exercising such right, then (x) the Applicable Contributing Party shall so notify the Company, and (y) the Applicable Contributing Party shall assign to Remora Holdings, as applicable, the Contributed Interest (or portion thereof) so excluded at the Closing pursuant to an instrument in substantially the same form as the applicable Conveyance Document to which such Contributing Party is required to assign and convey such Contributed Interest (or portion thereof) under this Agreement. (bd) In If any Required Consent is not obtained by the event Closing, each Applicable Contributing Party and the Company shall, to the extent permitted by applicable Law, (x) cooperate and use reasonable best efforts to establish an arrangement reasonably satisfactory to the Company under which Remora Holdings would obtain the claims, rights and benefits and assume the corresponding liabilities, debts, obligations and commitments under such Contributed Interests (including by means of any subcontracting, sublicensing or subleasing arrangement) or under which each Applicable Contributing Party would enforce for the benefit of Remora Holdings any and all claims, rights and benefits of such Applicable Contributing Party against a third party exercises an applicable preferential thereto and (y) each Applicable Contributing Party, at the reasonable request of the Company (and at the Company and Remora Holdings’ sole cost and expense) and for the account of Remora Holdings shall enforce, any of such Contributing Parties’ rights thereto or interests therein against any third parties thereto (including the right to purchase terminate any such Contributed Interest in accordance with its terms). If within 120 days following the Closing the Applicable Contributing Party obtains the consent or waiver of any Required Consent binding on a Contributed Interest which is withheld from Closing pursuant to Section 6.8(b), then (i) the Applicable Contributing Party shall so notify the Company and (ii) the Applicable Contributing Party shall assign to Remora Holdings the Contributed Interest (or portion thereof) so excluded, pursuant to an instrument in substantially the same form as the applicable Conveyance Document to which such Contributing Party is required to assign and convey such Contributed Interest (or portion thereof) under this Agreement. If any Required Consent binding on a Contributed Interest which is withheld from Closing pursuant to Section 6.8(b) is not obtained by the date that is 120 days after the Closing, (A) Remora Holdings shall pay to such Contributing Party any proceeds received by Remora Holdings from such Contributing Party pursuant to this Section 6.8(d), that are attributable to such Contributed Interest, and (B) the Applicable Contributing Party shall pay to the Company the cash value of the Interests prior portion of the Aggregate Consideration received by such Contributing Party that is equal to Excluded Contributed Interest Value directly attributable to such excluded Contributed Interest. For purposes of this Section 6.8(d), the “Excluded Contributed Interest Value” with respect to such an excluded Contributed Interest shall be calculated as the sum of the result of the following calculation which shall be made with respect to each Well or Xxxxx for which the Net Revenue Interest is decreased due to the Closing Dateexclusion of such Contributed Interest, such calculation being the affected Interests shall be removed from this Agreement and the Purchase Price shall be adjusted by product of (a) the Allocated Value of the Interests. In applicable Well or Xxxxx multiplied by (b) a fraction, the event numerator of which is the decrease in the Applicable Contributing Party’s (and Remora Holdings’, as successor in interest to Seller) Net Revenue Interest in such third party fails Well or refuses to close on such preferential right within sixty (60) days of the date of such third party's exercise of its preferential right, then Buyer shall purchase such affected Interests covered by the preferential right for its Allocated Value as of the Effective Time Xxxxx and the closing for such transaction shall take place on a mutually acceptable date not more than thirty (30) days following such failure or refusal. If any preferential right to purchase any portion denominator of which is the Interests is exercised after the Closing Date, such affected portion of the Interests shall not be treated as a Title Defect, and no adjustment shall be made on account of such exercise. All Interests that are subject to preferential rights to purchase that have not been exercised as of such date and time shall be conveyed to Buyer at the Closing. If any such preferential right is exercised after such date and time, Buyer agrees to convey such affected Interests to the party exercising such right Net Revenue Interest stated on the same terms and conditions under which Seller conveyed such Interests to Buyer. Buyer shall retain all amounts paid by the party exercising such preferential right to purchase. In the event of such exercise, Buyer shall prepare a form of conveyance of such interests from Buyer Applicable Schedule with respect to such exercising party, such conveyance to be in form and substance as provided in this Agreement, except that such conveyance shall be made free and clear of all liens, encumbrances, royalty interests, production payments and other charges Well or defects created by, through or under Buyer. Buyer agrees to hold harmless and indemnify Seller regarding any claims made by third parties claiming preferential rights subsequent to ClosingXxxxx.

Preferential Rights and Consents. BOG will utilize reasonable efforts, consistent with industry practices in transactions of this type, to identify any Preferential Rights or Consents which would be applicable to the BOG Properties and the transactions contemplated hereby. In attempting to identify such Preferential Rights and Consents, BOG is in no event obligated to go beyond its own records. BOG shall have no obligation other than to so attempt to identify such Preferential Rights or Consents and to give the notices required by such identified Preferential Rights or Consents prior to the drilling of a Subject Well or Subsequent Well on the applicable BOG Properties. To the extent a Preferential Right applicable to any BOG Property (aor portion thereof) Some is properly exercised prior to the execution of the Leases may be subject to preferential rights to purchase an Assignment covering such BOG Property in favor of third parties Gasco, any well located or third party consents proposed to assignment and notices of sale. The form and content of all solicitations for be located on the waivers and consents affecting the Interests, shall be determined lands covered by Seller but such BOG Property shall not be inconsistent with considered a Subject Well for purposes hereof, and Gasco shall have no obligation to pay or bear any BOG Drilling Costs associated therewith; any share of BOG Drilling Costs paid by Gasco relating to such well prior to the exercise of the terms subject Preferential Right shall be reimbursed by BOG to Gasco. To the extent any Preferential Right applicable to any BOG Property (or portion thereof) is identified after the date of this Agreement. (b) In the event an Assignment to Gasco covering such BOG Property, and is further validly and properly exercised by a third party exercises an applicable preferential right or third parties after such date, Gasco shall convey the specific BOG Property affected by such Preferential Right to purchase any the exercising third party or third parties, and Gasco shall be entitled, as its sole remedy against BOG, to a reimbursement of the Interests prior 18% share of BOG Drilling Costs and 9% share of BOG Completion Costs paid by Gasco with respect to the Closing Date, the affected Interests shall applicable Subject Well or Subsequent Well which must be removed from this Agreement and the Purchase Price shall be adjusted by the Allocated Value of the Interests. In the event such third party fails or refuses conveyed to close on such preferential right within sixty (60) days of the date of such third party's exercise ; provided, however, that the amount of its preferential right, then Buyer shall purchase such affected Interests covered by the preferential right for its Allocated Value as of the Effective Time and the closing for such transaction shall take place on a mutually acceptable date not more than thirty (30) days following such failure or refusal. If any preferential right to purchase any portion of the Interests is exercised after the Closing Date, such affected portion of the Interests shall not be treated as a Title Defect, and no adjustment reimbursement shall be made on account of such exercise. All Interests that are subject to preferential rights to purchase that have not been exercised as of such date and time shall be conveyed to Buyer at the Closing. If any such preferential right is exercised after such date and time, Buyer agrees to convey such affected Interests to the party exercising such right on the same terms and conditions under which Seller conveyed such Interests to Buyer. Buyer shall retain all amounts paid by the party exercising such preferential right to purchase. In proportionately reduced in the event of such exercise, Buyer shall prepare a form of conveyance of such interests from Buyer to such exercising party, such conveyance to be in form and substance as provided in this Agreement, except that such conveyance shall be made free and clear of all liens, encumbrances, royalty interests, production payments and other charges or defects created by, through or under Buyer. Buyer agrees to hold harmless and indemnify Seller regarding any claims made by third parties claiming preferential rights subsequent to Closing.less