Common use of Preferential Rights Clause in Contracts

Preferential Rights. Except for Transfers to Affiliates specifically permitted under Section 9, if any of the PXP Group receives a bona fide offer from any person other than Chesapeake for the sale, transfer or disposition of any of its interest in the Joint Leases or a sale transfer or disposition of the equity of any of the PXP Group (except of the stock or equity of Plains Exploration & Production Company) which owns an interest in the Joint Leases (whether by merger, consolidation, equity sale or otherwise, except of Plains Exploration & Production Company or the stock or equity therein) (the “PXP Interests”) which is acceptable to the PXP Group, then PXP will deliver or cause to be delivered a written notice (the “Notice of Sale”) to Chesapeake. The Notice of Sale will include (a) a statement of the PXP Group’s bona fide intention to sell or transfer one or more PXP Interests; (b) the name and address of the prospective transferee (the “Buyer”); (c) the portion of the PXP Interests to be sold or transferred; (d) any sales package, reserve evaluations or other data or information prepared or used by the PXP Group in connection with such contemplated sale or transfer; (e) the terms and conditions of the contemplated sale or transfer; (f) the purchase price or other consideration that the Buyer will pay or provide for such PXP Interests; (g) the expected closing date of the transaction; and (h) such other information as Chesapeake may reasonably request to facilitate the decision whether or not to exercise the rights granted in this Section. The Notice of Sale will constitute an irrevocable offer by the PXP Group to sell to Chesapeake the PXP Interests proposed to be sold to the Buyer, on the same terms and conditions stated in the Notice of Sale. Such offer will remain open for a period of fifteen (15) days after receipt of the Notice of Sale. Within such fifteen (15) day period, Chesapeake may elect to accept such offer by delivering to the PXP Group written notice of its irrevocable election to accept such offer. If Chesapeake does not accept such offer within such fifteen (15) day period with respect to all of the PXP Interests proposed to be sold, then the PXP Group will be free to sell or transfer any PXP Interests included in the Notice of Sale to the Buyer on the same terms set forth in the Notice of Sale within ninety (90) days after the expiration of such fifteen (15) day period, provided, however, that any sale or transfer to a Buyer other than Chesapeake will be made expressly subject to this Agreement and all of the rights of Chesapeake hereunder. If the sale to the Buyer is not so consummated, the terms of this Section will again be applicable to any voluntary transfer of PXP Interests by the PXP Group. If Chesapeake elects to purchase or acquire all of the PXP Interests pursuant to this Section, the closing of the purchase and sale will occur on or before the ninetieth (90th ) day following delivery of the Notice of Sale. At such closing, Chesapeake will deliver the cash or other consideration payable to the order of the PXP Group, against delivery by the PXP Group of valid conveyances of the PXP Interests being purchased, free and clear of all liens, claims, charges and encumbrances and duly executed in good form for transfer.

Preferential Rights. Except for Transfers Seller will use all reasonable efforts, consistent with industry practices in transactions of this type, to Affiliates specifically permitted under Section 9identify, if any of the PXP Group receives a bona fide offer from any person other than Chesapeake for the sale, transfer or disposition of any of its interest in the Joint Leases or a sale transfer or disposition of the equity of any of the PXP Group (except of the stock or equity of Plains Exploration & Production Company) which owns an interest in the Joint Leases (whether by merger, consolidation, equity sale or otherwise, except of Plains Exploration & Production Company or the stock or equity therein) (the “PXP Interests”) which is acceptable to the PXP Group, then PXP will deliver or cause to be delivered a written notice (the “Notice of Sale”) to Chesapeake. The Notice of Sale will include (a) a statement of the PXP Group’s bona fide intention to sell or transfer one or more PXP Interests; (b) the name and address of the prospective transferee (the “Buyer”); (c) the portion of the PXP Interests to be sold or transferred; (d) any sales package, reserve evaluations or other data or information prepared or used by the PXP Group in connection with such contemplated sale or transfer; (e) the terms and conditions of the contemplated sale or transfer; (f) the purchase price or other consideration that the Buyer will pay or provide for such PXP Interests; (g) the expected closing date of the transaction; and (h) such other information as Chesapeake may reasonably request to facilitate the decision whether or not to exercise the rights granted in this Section. The Notice of Sale will constitute an irrevocable offer by the PXP Group to sell to Chesapeake the PXP Interests proposed to be sold to the Buyer, on the same terms and conditions stated in the Notice of Sale. Such offer will remain open for a period of fifteen (15) days after receipt of the Notice of Sale. Within such fifteen (15) day period, Chesapeake may elect to accept such offer by delivering to the PXP Group written notice of its irrevocable election to accept such offer. If Chesapeake does not accept such offer within such fifteen (15) day period with respect to all Properties, the names and current addresses of parties holding Preferential Rights that are identified on Exhibit 4.1(g). Within five (5) days of the PXP Interests proposed execution of this Agreement, Seller will request, from the parties so identified (and in accordance with the documents creating such rights), waivers of Preferential Rights. Seller shall provide Buyer with copies of such requests and of all responses and other correspondence related thereto. If a party from whom a waiver of a Preferential Right is requested exercises such Preferential Right, Seller will tender to such party the required interest in the Property (at a price equal to the Allocated Amount, reduced appropriately, if less than the entire Property must be soldtendered), then and the PXP Group interest in such Property will be free excluded from the transaction contemplated hereby and the unadjusted Purchase Price will be adjusted downward by the amount actually paid to sell Seller by the party exercising such right. If, at Closing, a party from whom a waiver of a Preferential Right is requested has not provided such waiver, and the period of time to exercise such Preferential Right has not expired, such Preferential Right shall not constitute a Defect, and Seller shall convey the affected Property subject to such Preferential Right. Upon the exercise of any Preferential Rights after the Closing with respect to any Property conveyed to Buyer, Buyer shall tender the required interest in such Property affected by such unwaived Preferential Right, at the Allocated Amount for such affected Property (or transfer any PXP Interests included in the Notice of Sale portion thereof) to the Buyer on the same terms set forth in the Notice of Sale within ninety (90) days after the expiration holder, or holders, of such fifteen (15) day periodright. In return for tendering the Property to such holder(s), providedBuyer shall collect and retain such amount from such purchaser. At Closing Seller will assign to Buyer the Properties, however, including any Properties that any sale or transfer to a Buyer other than Chesapeake will be made expressly are subject to this Agreement and all of the rights of Chesapeake hereunder. If the sale an unexercised Preferential Right, subject to the Buyer is not so consummated, the terms of this Section will again be applicable such right to any voluntary transfer of PXP Interests by the PXP Group. If Chesapeake elects to purchase or acquire all of the PXP Interests pursuant to this Section, the closing of the purchase and sale will occur on or before the ninetieth (90th ) day following delivery of the Notice of Sale. At such closing, Chesapeake will deliver the cash or other consideration payable to the order of the PXP Group, against delivery by the PXP Group of valid conveyances of the PXP Interests being purchased, free and clear of all liens, claims, charges and encumbrances and duly executed in good form for transferpurchase.

Preferential Rights. Except for Transfers to Affiliates specifically permitted under Section 9, if any of the PXP Group receives a bona fide offer from any person other than Chesapeake for the sale, transfer or disposition of any of its interest in the Joint Leases or a sale transfer or disposition of the equity of any of the PXP Group (except of the stock or equity of Plains Exploration & Production Company) which owns an interest in the Joint Leases (whether by merger, consolidation, equity sale or otherwise, except of Plains Exploration & Production Company or the stock or equity therein) (the “PXP Interests”) which is acceptable to the PXP Group, then PXP ARCO will deliver or cause to be delivered a written notice (any notices to holders of preferential purchase rights that are required in connection with the “Notice of Sale”) to Chesapeake. The Notice of Sale will include (a) a statement sale of the PXP Group’s bona fide intention ATAI Shares and CIPC Shares (each, a "PREFERENTIAL RIGHT") (including any notices required due to sell or transfer one or more PXP Interests; (b) the name and address reactivation of Preferential Rights that may have previously lapsed), using as the prospective transferee (the “Buyer”); (c) relevant purchase price the portion of the PXP Interests Initial Pipeline Assets Purchase Price allocated to be sold or transferred; (dsuch Shares on Schedule 2.4(b) any sales package, reserve evaluations or other data or information prepared or used by the PXP Group in connection with such contemplated sale or transfer; (e) the terms and conditions of the contemplated sale or transfer; Disclosure Schedule (f) in the purchase price or other consideration that the Buyer will pay or provide for such PXP Interests; (g) the expected closing date case of the transaction; and (h) such other information as Chesapeake may reasonably request ATAI Shares without regard to facilitate any adjustment for the decision whether or not Bonds). If, prior to the Second Closing, a holder of a Preferential Right notifies ARCO that it elects to exercise the its rights granted in this Section. The Notice of Sale will constitute an irrevocable offer by the PXP Group to sell to Chesapeake the PXP Interests proposed to be sold to the Buyer, on the same terms and conditions stated in the Notice of Sale. Such offer will remain open for a period of fifteen (15) days after receipt of the Notice of Sale. Within such fifteen (15) day period, Chesapeake may elect to accept such offer by delivering to the PXP Group written notice of its irrevocable election to accept such offer. If Chesapeake does not accept such offer within such fifteen (15) day period with respect to all the Shares (or underlying Properties of the PXP Interests proposed issuer of such Shares) to which its Preferential Right relates (in accordance with and determined by the agreement creating the Preferential Right), the Shares, the sale of which is subject to such Preferential Right, shall not be sold, then transferred, assigned, conveyed or delivered to Purchaser and the PXP Group will Initial Pipeline Assets Purchase Price shall be free to sell or transfer any PXP Interests included in the Notice of Sale to the Buyer on the same terms set forth in the Notice of Sale within ninety (90) days after the expiration of such fifteen (15) day period, provided, however, that any sale or transfer to a Buyer other than Chesapeake will be made expressly subject to this Agreement and all of the rights of Chesapeake hereunder. If the sale to the Buyer is not so consummated, the terms of this Section will again be applicable to any voluntary transfer of PXP Interests reduced by the PXP Group. If Chesapeake elects amount allocated to purchase or acquire all of such Shares on Schedule 2.4(b); PROVIDED that, if the PXP Interests pursuant to this Section, the closing of Second Closing shall have already occurred in accordance with Section 2.4(c) and thereafter for any reason the purchase and sale will occur on or before the ninetieth (90th ) day following delivery of the Notice Shares (or underlying Properties of Sale. At the issuer of such closing, Chesapeake will deliver the cash or other consideration payable Shares) subject to the order Preferential Right is not or cannot be consummated with the holder of the PXP GroupPreferential Right, against delivery by ARCO will promptly notify Purchaser and, within ten Business Days after Purchaser's receipt of such notice, subject to receipt of any Necessary Consents, ARCO will sell, transfer, assign, convey and deliver to Purchaser, and Purchaser will purchase and accept from ARCO, such Shares in exchange for the PXP Group of valid conveyances amount allocated to such Shares on Schedule 2.4(b). Such purchase price shall be subject to adjustment based on the application of the PXP Interests being purchasedmethodology set forth in Section 2.5 to such Shares for the period beginning as of the Effective Date and ending at the close of business on the day of the delivery and acceptance of such Shares, free and clear of all liens, claims, charges and encumbrances and duly executed in good form for transferor on such other basis as the parties may agree.

Preferential Rights. Except for Transfers Prior to Affiliates specifically permitted under Section 9the Closing, if any of Seller shall use commercially reasonable efforts to comply with all preferential rights to purchase or similar rights relative to the PXP Group receives a bona fide offer from any person other than Chesapeake for the sale, transfer or disposition of any of its interest in the Joint Leases or a sale transfer or disposition of the equity of any of the PXP Group (except of the stock or equity of Plains Exploration & Production Company) which owns an interest Properties as set forth in the Joint Leases (whether by merger, consolidation, equity sale or otherwise, except of Plains Exploration & Production Company or the stock or equity thereinSchedule 4.1(x) (the “PXP InterestsPreferential Rights”). Seller shall not be required to provide consideration or undertake obligations to or for the benefit of the holders of the Preferential Rights (other than as set forth in the instrument creating the Preferential Right) which is acceptable in order to satisfy its obligations under this Section 7.2. In accordance with this Agreement and the applicable Contracts, promptly after the execution of this Agreement, Seller shall deliver by mail written notices of the proposed transfer of any Property subject to the PXP GroupPreferential Rights to the holders of such Preferential Rights. Seller shall promptly notify Buyer if any Preferential Right is exercised or if the requisite period has elapsed without said right having been exercised. If a third party who has been offered an interest in any Property pursuant to a Preferential Right elects, prior to the Closing, to purchase such Property pursuant to the aforesaid offer, then PXP the Property or part thereof so affected will deliver or cause to be delivered a written notice (eliminated from the “Notice of Sale”) to Chesapeake. The Notice of Sale Properties, the Purchase Price will include (a) a statement of the PXP Group’s bona fide intention to sell or transfer one or more PXP Interests; (b) the name and address of the prospective transferee (the “Buyer”); (c) be reduced by the portion of the PXP Interests Allocated Value attributable to be sold or transferred; (d) any sales packagesuch Property that is affected by such Preferential Right, reserve evaluations or other data or information prepared or used by the PXP Group in connection with such contemplated sale or transfer; (e) the terms and conditions of the contemplated sale or transfer; (f) the purchase price or other consideration that the Buyer will pay or provide for such PXP Interests; (g) the expected closing date of the transaction; and (h) such other information as Chesapeake may reasonably request to facilitate the decision whether or not to exercise the rights granted in this Section. The Notice of Sale will constitute an irrevocable offer by the PXP Group to sell to Chesapeake the PXP Interests proposed to be sold subject to the Buyerother terms of this Agreement, on the same terms and conditions stated in the Notice of Sale. Such offer will remain open for a period of fifteen (15) days after receipt of the Notice of Sale. Within such fifteen (15) day period, Chesapeake may elect Parties shall proceed to accept such offer by delivering to the PXP Group written notice of its irrevocable election to accept such offer. If Chesapeake does not accept such offer within such fifteen (15) day period with respect to all of the PXP Interests proposed to be sold, then the PXP Group will be free to sell or transfer any PXP Interests included in the Notice of Sale to the Buyer on the same terms set forth in the Notice of Sale within ninety (90) days after the expiration of such fifteen (15) day period, Closing; provided, however, that if any sale such Purchase Price reduction equals or transfer exceeds $1,000,000.00, then Buyer shall have the right to a terminate this Agreement. Otherwise, the Properties shall be conveyed to Buyer other than Chesapeake will be made expressly at Closing subject to this Agreement and all any Preferential Right that has not been waived; provided, however, if (i) the holders of one or more of the rights Preferential Rights have not either waived or exercised such Preferential Rights because the time periods to exercise such Preferential Rights have not expired as of Chesapeake hereunderthe time scheduled for Closing hereunder and (ii) the total of the Allocated Values of the Properties subject to such Preferential Rights exceeds $1,000,000.00, then Buyer shall have the right to delay the Closing until such time periods have expired. If the sale to the Buyer is not so consummated, the terms of this Section will again be applicable to any voluntary transfer of PXP Interests by the PXP Group. If Chesapeake a third party elects to purchase or acquire all of the PXP Interests any Property pursuant to this Sectiona Preferential Right after the Closing Date, the closing of the purchase Buyer shall be obligated to convey such Property to such third party and sale will occur on or before the ninetieth (90th ) day following delivery of the Notice of Sale. At such closing, Chesapeake will deliver the cash or other consideration payable shall be entitled to the order consideration for the sale of the PXP Group, against delivery by the PXP Group of valid conveyances of the PXP Interests being purchased, free and clear of all liens, claims, charges and encumbrances and duly executed in good form for transfersuch Property.

Preferential Rights. Except for Transfers SELLER acknowledges and agrees that certain Properties may be subject to Affiliates specifically permitted preferential rights of purchase, consents or permission to assign by nature of Joint Operating Agreements and other agreements between third parties and SELLER (collectively “Preferential Rights”). SELLER acknowledges and agrees that SELLER will have sixty (60) days from the date of sale to resolve Preferential Rights. If SELLER does not obtain waivers of Preferential Rights within sixty (60) days of date of sale, BUYER will have the option to cancel the sale. If BUYER cancels the sale under Section 9this provision, if any SELLER agrees to pay to XxxxxxXxx.xxx, LLC the commission as set forth on Exhibit “D”. SELLER agrees that upon closing of the PXP Group receives a bona fide offer from any person other than Chesapeake for the saleProperties subject to preferential rights, transfer or disposition of any of its interest in the Joint Leases or a sale transfer or disposition it will within five (5) business days of the equity date of any sale distribute the appropriate notification to the owners of all preferential rights pursuant to the terms of the PXP Group (except preferential rights agreement. SELLER agrees to provide XxxxxxXxx.xxx, LLC copies via fax or email of the stock Consent to Assign or equity of Plains Exploration & Production Company) which owns an interest in the Joint Leases (whether by mergerPreferential Right letters as they are sent out. SELLER further agrees to advise XxxxxxXxx.xxx, consolidation, equity sale or otherwise, except of Plains Exploration & Production Company or the stock or equity therein) (the “PXP Interests”) which is acceptable to the PXP Group, then PXP will deliver or cause to be delivered a written notice (the “Notice of Sale”) to Chesapeake. The Notice of Sale will include (a) a statement LLC of the PXP Group’s bona fide intention to sell or transfer one or more PXP Interests; (b) the name and address status of such letters so that BUYER can be informed on a timely basis. SELLER will either obtain waivers of the prospective transferee (the “Buyer”); (c) the portion preferential rights, obtain constructive waiver by failure of the PXP Interests to be sold or transferred; (d) any sales package, reserve evaluations or other data or information prepared or used by the PXP Group in connection with such contemplated sale or transfer; (e) the terms and conditions of the contemplated sale or transfer; (f) the purchase price or other consideration that the Buyer will pay or provide for such PXP Interests; (g) the expected closing date of the transaction; and (h) such other information as Chesapeake may reasonably request to facilitate the decision whether or not third party to exercise the rights granted in this Section. The Notice same within the allotted time period or will notify BUYER and XxxxxxXxx.xxx, LLC of Sale will constitute an irrevocable offer by the PXP Group third party’s desire to sell to Chesapeake the PXP Interests proposed to be sold to the Buyer, purchase said Property on the same terms and conditions stated in conditions, which includes the Notice of Sale. Such offer will remain open for a period of fifteen (15) days after receipt payment of the Notice of Salecommission and expenses due to XxxxxxXxx.xxx, LLC. Within such fifteen (15) day period, Chesapeake may elect to accept such offer All proceeds paid by delivering BUYER will be refunded to the PXP Group written notice BUYER upon SELLER receiving proceeds from the party exercising the preferential right to purchase. SELLER further agrees and consents that if a Property is sold for less than $300,000 and such Property is subject to Preferential Rights of its irrevocable election purchase, BUYER will be required to accept such offer. If Chesapeake does not accept such offer within such fifteen (15) day period with respect to all tender 100% of the PXP Interests proposed purchase price of such Property to be soldthe Escrow Bank until such time as the Preferential Right are exercised or waived by the holders of the same. SELLER further agrees and consents that if a Property is sold for $300,000 or more and such Property is subject to Preferential Rights of purchase, then the PXP Group BUYER will be free required to sell or transfer any PXP Interests included in tender 25% of the Notice purchase price of Sale such Property to the Buyer on Escrow Bank until such time as the same terms set forth in preferential Rights are exercised or waived by the Notice holders of Sale within ninety (90) days after the expiration of such fifteen (15) day period, provided, however, that any sale or transfer to a Buyer other than Chesapeake will be made expressly subject to this Agreement and all of the rights of Chesapeake hereundersame. If the sale preferential Rights are exercised by a third party or parties, SELLER agrees to pay to XxxxxxXxx.xxx, LLC the Buyer is not so consummated, the terms commission as set forth on Exhibit “D” upon tender of this Section will again be applicable funds from third party or parties to any voluntary transfer of PXP Interests by the PXP GroupSELLER. If Chesapeake elects to purchase or acquire all such third parties do not exercise the preferential Rights of purchase, SELLER shall notify XxxxxxXxx.xxx, LLC and BUYER of the PXP Interests pursuant to this Section, waiver. If the closing third party or parties do not exercise the Preferential Rights of purchase and BUYER previously tendered less than 100% of the purchase and sale will occur on or before the ninetieth (90th ) day following delivery price of the Notice of Sale. At such closing, Chesapeake will deliver the cash or other consideration payable Property to the order Escrow Bank, the BUYER will tender the remaining purchase price balance to the Escrow Bank within two (2) full banking days of such notification by SELLER. SELLER agrees to pay to XxxxxxXxx.xxx, LLC the PXP Group, against delivery by commission as set forth on Exhibit “D” upon tender of funds from the PXP Group of valid conveyances of the PXP Interests being purchased, free and clear of all liens, claims, charges and encumbrances and duly executed in good form for transferBUYER to SELLER.

Preferential Rights. Except for Transfers to Affiliates specifically permitted under Section 9, if If any of the PXP Group receives a bona fide offer from any person other than Chesapeake for Subject Interests are burdened with preferential purchase rights, the sale, transfer or disposition of any of its interest in the Joint Leases or a sale transfer or disposition assignment of the equity Subject Interests subject to such preferential rights shall be conditioned upon Seller obtaining the necessary waiver or expiration of such right; and this Agreement shall not constitute an assignment or attempted assignment thereof without such waiver or expiration. If the time for exercising any preferential purchase right has not expired and the holder thereof has not waived the same prior to the Closing Date, the parties shall postpone Closing until that date which is five (5) Business Days after the date on which the rights have expired or on which notice of waiver has been received. If, prior to Closing, a holder of a preferential purchase right notifies Seller that it intends to exercise its rights with respect to any of the PXP Group (except of Subject Interests to which its preferential purchase right applies, the stock or equity of Plains Exploration & Production Company) which owns an interest in Subject Interests covered by said preferential purchase right shall be excluded from the Joint Leases (whether by merger, consolidation, equity sale or otherwise, except of Plains Exploration & Production Company or the stock or equity therein) (the “PXP Interests”) which is acceptable to the PXP Group, then PXP will deliver or cause to be delivered a written notice (the “Notice of Sale”) to Chesapeake. The Notice of Sale will include (a) a statement of the PXP Group’s bona fide intention to sell or transfer one or more PXP Interests; (b) the name and address of the prospective transferee (the “Buyer”); (c) the portion of the PXP Subject Interests to be sold or transferred; (d) any sales packageconveyed to Buyer, reserve evaluations or other data or information prepared or used and the Purchase Price shall be reduced by the PXP Group value allocated to said Subject Interests by Buyer in connection accordance with Section 3.3. If the holder of the preferential purchase right fails to consummate the purchase of the Subject Interests that are the subject of any notice of an intent to exercise such contemplated sale right received by Seller before or transfer; after Closing, Seller shall promptly notify Buyer in writing. In such event, the Closing Date shall be extended to the first Business Day following the sixtieth (e60th) day after Seller gives Buyer such notice, at which xxxx Xxxxxx shall sell to Buyer, and Buyer shall purchase from Seller, such Subject Interests under the terms and conditions of the contemplated sale or transfer; (f) the purchase this Agreement for a price or other consideration that the Buyer will pay or provide for such PXP Interests; (g) the expected closing date of the transaction; and (h) such other information as Chesapeake may reasonably request to facilitate the decision whether or not to exercise the rights granted in this Section. The Notice of Sale will constitute an irrevocable offer by the PXP Group to sell to Chesapeake the PXP Interests proposed to be sold equal to the Buyeraforesaid value allocated to such Subject Interests. Notwithstanding the foregoing, on the same terms and conditions stated in the Notice of Sale. Such offer will remain open for a period of fifteen (15) days after receipt of the Notice of Sale. Within Buyer shall have no obligation to purchase such fifteen (15) day period, Chesapeake may elect to accept such offer by delivering to the PXP Group written notice of its irrevocable election to accept such offer. If Chesapeake Subject Interests if Buyer does not accept receive such offer within such fifteen (15) day period with respect to all of the PXP Interests proposed to be sold, then the PXP Group will be free to sell or transfer any PXP Interests included in the Notice of Sale to the Buyer on the same terms set forth in the Notice of Sale notice within ninety (90) days Days after the expiration of such fifteen (August 15) day period, provided, however, that any sale or transfer to a Buyer other than Chesapeake will be made expressly subject to this Agreement and all of the rights of Chesapeake hereunder. If the sale to the Buyer is not so consummated, the terms of this Section will again be applicable to any voluntary transfer of PXP Interests by the PXP Group. If Chesapeake elects to purchase or acquire all of the PXP Interests pursuant to this Section, the closing of the purchase and sale will occur on or before the ninetieth (90th ) day following delivery of the Notice of Sale. At such closing, Chesapeake will deliver the cash or other consideration payable to the order of the PXP Group, against delivery by the PXP Group of valid conveyances of the PXP Interests being purchased, free and clear of all liens, claims, charges and encumbrances and duly executed in good form for transfer2008.

Preferential Rights. Except for Transfers Seller will use its best efforts, consistent ------------------- with industry practices in transactions of this type, to Affiliates specifically permitted under Section 9identify, if any of the PXP Group receives a bona fide offer from any person other than Chesapeake for the sale, transfer or disposition of any of its interest in the Joint Leases or a sale transfer or disposition of the equity of any of the PXP Group (except of the stock or equity of Plains Exploration & Production Company) which owns an interest in the Joint Leases (whether by merger, consolidation, equity sale or otherwise, except of Plains Exploration & Production Company or the stock or equity therein) (the “PXP Interests”) which is acceptable to the PXP Group, then PXP will deliver or cause to be delivered a written notice (the “Notice of Sale”) to Chesapeake. The Notice of Sale will include (a) a statement of the PXP Group’s bona fide intention to sell or transfer one or more PXP Interests; (b) the name and address of the prospective transferee (the “Buyer”); (c) the portion of the PXP Interests to be sold or transferred; (d) any sales package, reserve evaluations or other data or information prepared or used by the PXP Group in connection with such contemplated sale or transfer; (e) the terms and conditions of the contemplated sale or transfer; (f) the purchase price or other consideration that the Buyer will pay or provide for such PXP Interests; (g) the expected closing date of the transaction; and (h) such other information as Chesapeake may reasonably request to facilitate the decision whether or not to exercise the rights granted in this Section. The Notice of Sale will constitute an irrevocable offer by the PXP Group to sell to Chesapeake the PXP Interests proposed to be sold to the Buyer, on the same terms and conditions stated in the Notice of Sale. Such offer will remain open for a period of fifteen (15) days after receipt of the Notice of Sale. Within such fifteen (15) day period, Chesapeake may elect to accept such offer by delivering to the PXP Group written notice of its irrevocable election to accept such offer. If Chesapeake does not accept such offer within such fifteen (15) day period with respect to all of the PXP Interests proposed material Oil and Gas Properties, (i) all preferential rights to be sold, then the PXP Group will be free to sell or transfer any PXP Interests included in the Notice of Sale to the Buyer on the same terms set forth in the Notice of Sale within ninety purchase (90"PREFERENTIAL RIGHTS") days after the expiration of such fifteen (15) day period, provided, however, that any sale or transfer to a Buyer other than Chesapeake will be made expressly subject to this Agreement and all of the rights of Chesapeake hereunder. If the sale to the Buyer is not so consummated, the terms of this Section will again which would be applicable to any voluntary transfer the transactions contemplated hereby and (ii) the names and addresses of PXP Interests parties holding such rights; in attempting to identify such Preferential Rights, and the names and addresses of such parties holding the same, Seller shall in no event be obligated to go beyond its own records. Seller will request, from the parties so identified (and in accordance with the documents creating such rights), execution of waivers of Preferential Rights so identified. Seller shall have no obligation other than to so attempt to identify such Preferential Rights and to so request such execution of waivers of Preferential Rights (including, without limitation, Seller shall have no obligation to assure that such waivers of Preferential Rights are obtained). 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 required interest in the Property (at a price equal to the amount specified in EXHIBIT B hereto for such Property, reduced appropriately, as determined by mutual agreement of Buyer and Seller, if less than the entire Property must be tendered), 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 Purchase Price will be adjusted downward by the PXP Group. If Chesapeake elects amount paid to purchase or acquire all of the PXP Interests pursuant to this Section, the closing of the purchase and sale will occur on or before the ninetieth (90th ) day following delivery of the Notice of Sale. At such closing, Chesapeake will deliver the cash or other consideration payable to the order of the PXP Group, against delivery Seller by the PXP Group of valid conveyances of the PXP Interests being purchased, free and clear of all liens, claims, charges and encumbrances and duly executed in good form for transferparty exercising such right.

Preferential Rights. Except for Transfers to Affiliates specifically permitted under Section 9, if If any of the PXP Group receives a bona fide offer from any person other than Chesapeake for Properties are burdened with preferential purchase rights, the sale, transfer or disposition of any of its interest in the Joint Leases or a sale transfer or disposition assignment of the equity Properties subject to such preferential rights shall be conditioned upon Seller obtaining the necessary waiver or expiration of such right, and this Agreement shall not constitute an assignment or attempted assignment thereof without such waiver or expiration. If, prior to Closing, (i) a holder of a preferential purchase right notifies Seller that it intends to exercise its rights with respect to any of the PXP Group Properties to which its preferential purchase right applies, or (except ii) the time for exercising any preferential purchase right has not expired and the holder thereof has not waived the same prior to the Closing Date, the Properties covered by said preferential purchase right shall be excluded from the Properties to be conveyed to Buyer at Closing, and the Purchase Price shall be reduced by the value allocated to said Properties by Buyer in accordance with Section 3.3. If (i) the holder of the stock preferential purchase right fails to consummate the purchase of the Properties that are the subject of any notice of an intent to exercise such right received before or equity after Closing, (ii) the preferential purchase right expires or (iii) notice of Plains Exploration & Production Companya waiver of the preferential purchase right is received by Seller, Seller shall promptly notify Buyer in writing. Within five (5) which owns an interest in the Joint Leases (whether by merger, consolidation, equity sale or otherwise, except Business Days after Buyer’s receipt of Plains Exploration & Production Company such notice or the stock or equity therein) (the “PXP Interests”) which Closing Date, whichever is acceptable to the PXP Grouplater, then PXP will deliver or cause to be delivered a written notice (the “Notice of Sale”) to Chesapeake. The Notice of Sale will include (a) a statement of the PXP Group’s bona fide intention to sell or transfer one or more PXP Interests; (b) the name and address of the prospective transferee (the “Buyer”); (c) the portion of the PXP Interests to be sold or transferred; (d) any sales package, reserve evaluations or other data or information prepared or used by the PXP Group in connection with such contemplated sale or transfer; (e) the terms and conditions of the contemplated sale or transfer; (f) the purchase price or other consideration that the Buyer will pay or provide for such PXP Interests; (g) the expected closing date of the transaction; and (h) such other information as Chesapeake may reasonably request to facilitate the decision whether or not to exercise the rights granted in this Section. The Notice of Sale will constitute an irrevocable offer by the PXP Group to Seller shall sell to Chesapeake the PXP Interests proposed to be sold to the Buyer, on the same terms and conditions stated in the Notice of Sale. Such offer will remain open for a period of fifteen (15) days after receipt of the Notice of Sale. Within Buyer shall purchase from Seller, such fifteen (15) day period, Chesapeake may elect to accept such offer by delivering to the PXP Group written notice of its irrevocable election to accept such offer. If Chesapeake does not accept such offer within such fifteen (15) day period with respect to all of the PXP Interests proposed to be sold, then the PXP Group will be free to sell or transfer any PXP Interests included in the Notice of Sale to the Buyer on the same terms set forth in the Notice of Sale within ninety (90) days after the expiration of such fifteen (15) day period, provided, however, that any sale or transfer to a Buyer other than Chesapeake will be made expressly subject to this Agreement and all of the rights of Chesapeake hereunder. If the sale to the Buyer is not so consummated, Properties under the terms of this Section will again be applicable Agreement for a price equal to any voluntary transfer of PXP Interests by the PXP Groupaforesaid value allocated to such Properties. If Chesapeake elects Notwithstanding the foregoing, Buyer shall have no obligation to purchase or acquire all of the PXP Interests pursuant to this Section, the closing of the purchase and sale will occur on or before the ninetieth such Properties if Buyer does not receive such notice within sixty (90th 60) day Days following delivery of the Notice of Sale. At such closing, Chesapeake will deliver the cash or other consideration payable to the order of the PXP Group, against delivery by the PXP Group of valid conveyances of the PXP Interests being purchased, free and clear of all liens, claims, charges and encumbrances and duly executed in good form for transferClosing.

Preferential Rights. Except for Transfers Torch, the Partnerships, Black Hawk, TEA, TOC and TOGCO will use their respective reasonable efforts, consistent with industry practices in transactions of this type, to Affiliates specifically permitted under Section 9identify, if any of the PXP Group receives a bona fide offer from any person other than Chesapeake for the sale, transfer or disposition of any of its interest in the Joint Leases or a sale transfer or disposition of the equity of any of the PXP Group (except of the stock or equity of Plains Exploration & Production Company) which owns an interest in the Joint Leases (whether by merger, consolidation, equity sale or otherwise, except of Plains Exploration & Production Company or the stock or equity therein) (the “PXP Interests”) which is acceptable to the PXP Group, then PXP will deliver or cause to be delivered a written notice (the “Notice of Sale”) to Chesapeake. The Notice of Sale will include (a) a statement of the PXP Group’s bona fide intention to sell or transfer one or more PXP Interests; (b) the name and address of the prospective transferee (the “Buyer”); (c) the portion of the PXP Interests to be sold or transferred; (d) any sales package, reserve evaluations or other data or information prepared or used by the PXP Group in connection with such contemplated sale or transfer; (e) the terms and conditions of the contemplated sale or transfer; (f) the purchase price or other consideration that the Buyer will pay or provide for such PXP Interests; (g) the expected closing date of the transaction; and (h) such other information as Chesapeake may reasonably request to facilitate the decision whether or not to exercise the rights granted in this Section. The Notice of Sale will constitute an irrevocable offer by the PXP Group to sell to Chesapeake the PXP Interests proposed to be sold to the Buyer, on the same terms and conditions stated in the Notice of Sale. Such offer will remain open for a period of fifteen (15) days after receipt of the Notice of Sale. Within such fifteen (15) day period, Chesapeake may elect to accept such offer by delivering to the PXP Group written notice of its irrevocable election to accept such offer. If Chesapeake does not accept such offer within such fifteen (15) day period with respect to all of the PXP Interests proposed Material Oil and Gas Properties, (i) all preferential rights to purchase and consents to assign ("Preferential Rights") which would be sold, then the PXP Group will be free to sell or transfer any PXP Interests included in the Notice of Sale applicable to the Buyer on transactions contemplated hereby and (ii) the same terms set forth names and addresses of parties holding such rights; in attempting to identify such Preferential Rights, and the Notice of Sale within ninety (90) days after the expiration names and addresses of such fifteen (15) day periodparties holding the same, providedsuch persons, however, that any sale or transfer shall in no event be obligated to a Buyer go beyond their own records. Torch will request, from the parties so identified (and in accordance with the documents creating such rights), execution of waivers of the Preferential Rights so identified. Torch shall have no obligation other than Chesapeake will be made expressly subject to so attempt to identify such Preferential Rights and to so request such execution of waivers of Preferential Rights (including, without limitation, Torch shall have no obligation to assure that waivers of Preferential Rights are obtained). No Institutional Seller shall have any obligation to take any action regarding Preferential Rights. Except to the extent that Buyer can establish that Torch failed to fulfill the obligations set forth above in this Agreement Section 6.3 (in which case Buyer shall not indemnify Torch but shall continue to indemnify the Institutional Sellers), Buyer shall indemnify and hold Sellers (and their respective affiliates and the respective officers, directors, trustees, fiduciaries, participants, beneficiaries, employees, attorneys, contractors and agents of Sellers and such affiliates) harmless from and against all claims, actions, causes of action, liabilities, damages, losses, costs or expenses (including, without limitation, court costs and attorney's fees) whatsoever that arise out of the rights failure to obtain waivers of Chesapeake hereunder. If the sale Preferential Rights, or consents to the Buyer is not so consummatedassignment, the terms of this Section will again be applicable with respect to any voluntary transfer by Sellers to Buyer of PXP Interests by the PXP Group. If Chesapeake elects to purchase or acquire all any part of the PXP Interests pursuant Properties and with respect to this Sectionany subsequent transfers WHETHER OR NOT SUCH CLAIMS, the closing of the purchase and sale will occur on or before the ninetieth ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE OUT OF NEGLIGENCE (90th INCLUDING SOLE NEGLIGENCE, SINGLE NEGLIGENCE, CONCURRENT NEGLIGENCE, ACTIVE OR PASSIVE NEGLIGENCE, BUT EXPRESSLY NOT INCLUDING GROSS NEGLIGENCE) day following delivery of the Notice of Sale. At such closing, Chesapeake will deliver the cash or other consideration payable to the order of the PXP Group, against delivery by the PXP Group of valid conveyances of the PXP Interests being purchased, free and clear of all liens, claims, charges and encumbrances and duly executed in good form for transferOF ANY INDEMNIFIED PARTY.

Preferential Rights. Except for Transfers Sellers have identified all preferential rights known to Affiliates specifically permitted under Section 9Sellers which are applicable to the transactions contemplated hereby, if any and will request, from the Persons holding such preferential rights (and in accordance with the documents creating such rights), execution of waivers thereof. If the PXP Group receives holders of a bona fide offer from any person other than Chesapeake for preferential right exercise such right, Sellers shall tender to such Person the sale, transfer or disposition of any of its required interest in the Joint Leases or affected Asset at a sale transfer or disposition price equal to the Allocated Value (reduced appropriately, as determined by mutual agreement of Buyer and Sellers, if less than the equity of any of entire Asset must be tendered), and to the PXP Group (except of extent that such preferential right is exercised and such interest in such Asset is actually sold to the stock or equity of Plains Exploration & Production Company) which owns an Person so exercising such right, such interest in the Joint Leases (whether by merger, consolidation, equity sale or otherwise, except of Plains Exploration & Production Company or Asset will be excluded from the stock or equity therein) (transactions contemplated hereby and the “PXP Interests”) which is acceptable to the PXP Group, then PXP Purchase Price will deliver or cause to be delivered a written notice (the “Notice of Sale”) to Chesapeake. The Notice of Sale will include (a) a statement of the PXP Group’s bona fide intention to sell or transfer one or more PXP Interests; (b) the name and address of the prospective transferee (the “Buyer”); (c) the portion of the PXP Interests to be sold or transferred; (d) any sales package, reserve evaluations or other data or information prepared or used adjusted downward by the PXP Group in connection with such contemplated sale or transfer; (e) amount actually paid to Sellers by the terms and conditions Person exercising the preferential right. If, on the Closing Date, the holder of the contemplated sale or transfer; (f) the purchase price or other consideration that the Buyer will pay or provide for such PXP Interests; (g) the expected closing date of the transaction; and (h) such other information as Chesapeake may reasonably request to facilitate the decision a preferential right has not indicated whether or not to it will exercise such preferential right and the rights granted in this Section. The Notice time period within which the holder of Sale will constitute an irrevocable offer the preferential right must exercise its right has not lapsed, the Parties shall proceed with Closing on those Assets affected by the PXP Group to sell to Chesapeake preferential right and Buyer shall assume the PXP Interests proposed to be sold responsibility for conveying the Assets to the Buyer, on the same terms and conditions stated in the Notice of Sale. Such offer will remain open for a period of fifteen (15) days after receipt holder of the Notice of Sale. Within such fifteen (15) day period, Chesapeake may elect to accept such offer by delivering to preferential right should the PXP Group written notice of holder timely exercise its irrevocable election to accept such offer. If Chesapeake does not accept such offer within such fifteen (15) day period with respect to all of the PXP Interests proposed to be sold, then the PXP Group will be free to sell or transfer any PXP Interests included in the Notice of Sale to the Buyer on the same terms set forth in the Notice of Sale within ninety (90) days after the expiration of such fifteen (15) day period, provided, however, that any sale or transfer to a Buyer other than Chesapeake will be made expressly subject to this Agreement and all of the rights of Chesapeake hereunder. If the sale to the Buyer is not so consummated, the terms of this Section will again be applicable to any voluntary transfer of PXP Interests by the PXP Group. If Chesapeake elects to purchase or acquire all of the PXP Interests pursuant to this Section, the closing of the purchase and sale will occur on or before the ninetieth (90th ) day following delivery of the Notice of Sale. At such closing, Chesapeake will deliver the cash or other consideration payable to the order of the PXP Group, against delivery by the PXP Group of valid conveyances of the PXP Interests being purchased, free and clear of all liens, claims, charges and encumbrances and duly executed in good form for transferpreferential right.

Preferential Rights. Except for Transfers to Affiliates specifically permitted under Section 9, if If any of the PXP Group receives a bona fide offer from Properties are burdened with preferential purchase rights, the assignment of the Properties subject to such preferential rights shall be conditioned upon Sellers obtaining the necessary waiver or expiration of such right, and this Agreement shall not constitute an assignment or attempted assignment thereof without such waiver or expiration. If the time for exercising any person other than Chesapeake for preferential purchase right has not expired and the saleholder thereof has not waived the same prior to the Closing Date, transfer or disposition of the Property affected by such preferential right shall be conveyed to Buyer at Closing, subject to the preferential right and without any of its interest reduction in the Joint Leases or a sale transfer or disposition Purchase Price. If the holder of the equity preferential right elects to purchase the Property affected by the preferential right after Closing, Buyer shall be obligated to convey such Property to the holder of such preferential right and Buyer shall be entitled to the proceeds resulting therefrom. If, prior to Closing, a holder of a preferential purchase right notifies Sellers that it intends to exercise its rights with respect to any of the PXP Group (except of Properties to which its preferential purchase right applies, the stock or equity of Plains Exploration & Production Company) which owns an interest in Properties covered by said preferential purchase right shall be excluded from the Joint Leases (whether by merger, consolidation, equity sale or otherwise, except of Plains Exploration & Production Company or the stock or equity therein) (the “PXP Interests”) which is acceptable to the PXP Group, then PXP will deliver or cause Properties to be delivered a written notice (conveyed to Buyer, and the “Notice of Sale”) to Chesapeake. The Notice of Sale will include (a) a statement of the PXP Group’s bona fide intention to sell or transfer one or more PXP Interests; (b) the name and address of the prospective transferee (the “Buyer”); (c) the portion of the PXP Interests to Purchase Price shall be sold or transferred; (d) any sales package, reserve evaluations or other data or information prepared or used reduced by the PXP Group value allocated to said Properties by Buyer in connection accordance with such contemplated sale or transfer; (e) the terms and conditions of the contemplated sale or transfer; (f) the purchase price or other consideration that the Buyer will pay or provide for such PXP Interests; (g) the expected closing date of the transaction; and (h) such other information as Chesapeake may reasonably request to facilitate the decision whether or not to exercise the rights granted in this Section. The Notice of Sale will constitute an irrevocable offer by the PXP Group to sell to Chesapeake the PXP Interests proposed to be sold to the Buyer, on the same terms and conditions stated in the Notice of Sale. Such offer will remain open for a period of fifteen (15) days after receipt of the Notice of Sale. Within such fifteen (15) day period, Chesapeake may elect to accept such offer by delivering to the PXP Group written notice of its irrevocable election to accept such offer. If Chesapeake does not accept such offer within such fifteen (15) day period with respect to all of the PXP Interests proposed to be sold, then the PXP Group will be free to sell or transfer any PXP Interests included in the Notice of Sale to the Buyer on the same terms set forth in the Notice of Sale within ninety (90) days after the expiration of such fifteen (15) day period, provided, however, that any sale or transfer to a Buyer other than Chesapeake will be made expressly subject to this Agreement and all of the rights of Chesapeake hereunderSection 3.3. If the sale holder of the preferential purchase right fails to consummate the purchase of the Properties, Sellers shall promptly notify Buyer in writing. Within five (5) Business Days after Buyer's receipt of such notice or the Closing Date, whichever is not so consummatedlater, Sellers shall sell to Buyer, and Buyer shall purchase from Sellers, such Properties under the terms of this Section will again be applicable Agreement for a price equal to any voluntary transfer of PXP Interests by the PXP Groupaforesaid value allocated to such Properties. If Chesapeake elects Notwithstanding the foregoing, Buyer shall have no obligation to purchase or acquire all such Properties if Buyer is not notified in writing of the PXP Interests pursuant preferential purchase right holder's failure to this Section, the closing of consummate the purchase and sale will occur on or before the ninetieth of such Properties within sixty (90th 60) day Days following delivery of the Notice of Sale. At such closing, Chesapeake will deliver the cash or other consideration payable to the order of the PXP Group, against delivery by the PXP Group of valid conveyances of the PXP Interests being purchased, free and clear of all liens, claims, charges and encumbrances and duly executed in good form for transferClosing.

Preferential Rights. Except for Transfers All reasonable efforts will be made by OXY to Affiliates specifically permitted under Section 9secure a waiver of any preferential purchase right, if any right of first refusal, or consent to assign (excluding consents or approvals from governmental agencies customarily obtained following Closing) covering, in whole or in part, the Properties (herein referred to as "Preferential Right"). OXY shall promptly notify Buyer in the event a waiver of the PXP Group receives a bona fide offer from any person other than Chesapeake Preferential Right cannot be secured for the saleProperties, transfer or disposition of any of its interest portion(s) thereof. Such portion(s) have been identified by OXY in the Joint Leases Data Package and the Allocated Value therefor is shown on the attached Exhibit "B". The inability of OXY to assign or a sale transfer or disposition convey applicable portion(s) of the equity of any Properties shall be treated as a Title Failure as provided herein and will not release Buyer from its obligation to purchase the remaining portion(s) of the PXP Group (except Properties, but the Purchase Price shall be reduced by the Allocated Value shown on Exhibit "B" for the affected Property. Notwithstanding the foregoing, in the event portion(s) of the stock or equity of Plains Exploration & Production CompanyProperties cannot be conveyed such that the aggregate value thereof exceeds fifty percent (50%) which owns an interest in the Joint Leases (whether by merger, consolidation, equity sale or otherwise, except of Plains Exploration & Production Company or the stock or equity therein) (the “PXP Interests”) which is acceptable to the PXP Group, then PXP will deliver or cause to be delivered a written notice (the “Notice of Sale”) to Chesapeake. The Notice of Sale will include (a) a statement of the PXP Group’s bona fide intention to sell or transfer one or more PXP Interests; (b) the name and address of the prospective transferee (the “Buyer”); (c) the portion of the PXP Interests to be sold or transferred; (d) any sales packagePurchase Price, reserve evaluations or other data or information prepared or used by the PXP Group in connection with such contemplated sale or transfer; (e) the terms and conditions of the contemplated sale or transfer; (f) the purchase price or other consideration that the Buyer will pay shall have the right to declare this Agreement null and void in its entirety. All properties for which preferential purchase rights have been waived, or provide for such PXP Interests; (g) which the expected closing date of the transaction; and (h) such other information as Chesapeake may reasonably request to facilitate the decision whether or not period to exercise the such rights granted in this Section. The Notice of Sale will constitute an irrevocable offer by the PXP Group has expired prior to sell to Chesapeake the PXP Interests proposed to Closing, shall be sold to Buyer at Closing pursuant to the Buyer, on provisions of this Agreement. If any party that elects to exercise a preferential purchase right fails to consummate the same terms and conditions stated in the Notice of Sale. Such offer will remain open for a period of fifteen (15) days after receipt purchase of the Notice of Sale. Within affected Properties covered by such fifteen (15) day period, Chesapeake may elect right pursuant to accept such offer by delivering to the PXP Group written notice of its irrevocable election to accept such offer. If Chesapeake does not accept such offer within such fifteen (15) day period with respect to all of the PXP Interests proposed to be sold, then the PXP Group will be free to sell or transfer any PXP Interests included in the Notice of Sale to the Buyer on the same terms set forth in the Notice of Sale within ninety (90) days after the expiration of such fifteen (15) day period, provided, however, that any sale or transfer to a Buyer other than Chesapeake will be made expressly subject to this Agreement and all of the rights of Chesapeake hereunder. If the sale to the Buyer is not so consummated, the terms of this Section will again be applicable to any voluntary transfer Agreement within sixty (60) days following Closing, then OXY shall so notify Buyer and Buyer shall purchase said Properties from OXY, under the terms of PXP Interests by this Agreement for the PXP Group. If Chesapeake elects to purchase or acquire all Allocated Value of the PXP Interests pursuant to this Section, the closing of the purchase and sale will occur on or before the ninetieth (90th ) day following delivery of the Notice of Sale. At such closing, Chesapeake will deliver the cash or other consideration payable to the order of the PXP Group, against delivery by the PXP Group of valid conveyances of the PXP Interests being purchased, free and clear of all liens, claims, charges and encumbrances and duly executed in good form for transferproperty.

Preferential Rights. Except for Transfers to Affiliates specifically permitted under Section 9, if If any of the PXP Group receives a bona fide offer from any person other than Chesapeake for Properties are subject to -------------------- preferential purchase rights, rights of first refusal, consents to assign, Lessor's approvals, or similar rights (collectively, "preferential rights"), Seller shall promptly upon the sale, transfer or disposition execution of any this Agreement by the parties hereto notify all holders of preferential rights of its interest in the Joint Leases or a sale transfer or disposition of the equity of any of the PXP Group (except of the stock or equity of Plains Exploration & Production Company) which owns an interest in the Joint Leases (whether by merger, consolidation, equity sale or otherwise, except of Plains Exploration & Production Company or the stock or equity therein) (the “PXP Interests”) which is acceptable to the PXP Group, then PXP will deliver or cause to be delivered a written notice (the “Notice of Sale”) to Chesapeake. The Notice of Sale will include (a) a statement of the PXP Group’s bona fide intention to sell the leases affected thereby. Seller shall promptly notify Buyer if the preferential rights are exercised, or transfer one or more PXP Interests; (b) if the name and address requisite period has elapsed without said rights having been exercised. If any party that elects to exercise a preferential purchase right fails to consummate the purchase of the prospective transferee (the “Buyer”); (c) the portion of the PXP Interests to be sold or transferred; (d) any sales package, reserve evaluations or other data or information prepared or used Properties covered by the PXP Group in connection with such contemplated sale or transfer; (e) the terms and conditions of the contemplated sale or transfer; (f) the purchase price or other consideration that the Buyer will pay or provide for such PXP Interests; (g) the expected closing date of the transaction; and (h) such other information as Chesapeake may reasonably request to facilitate the decision whether or not to exercise the rights granted in this Section. The Notice of Sale will constitute an irrevocable offer by the PXP Group to sell to Chesapeake the PXP Interests proposed to be sold to the Buyer, on right upon the same terms and conditions stated in offered under this Agreement. The parties agree that the Notice of Salevalues associated with the Properties for which a preferential right has been exercised will be determined as treated as a Title Defect pursuant to Paragraph 10(a) above. Such offer will remain open All Properties for a which preferential purchase rights have been waived, or for which the period of fifteen (15) days after receipt of the Notice of Sale. Within to exercise such fifteen (15) day period, Chesapeake may elect rights has expired prior to accept such offer by delivering Closing shall be sold to Buyer at Closing pursuant to the PXP Group written notice provisions of its irrevocable election to accept such offerthis Agreement. If Chesapeake does not accept such offer within such fifteen (15) day period with respect to all of the PXP Interests proposed to be sold, then the PXP Group will be free to sell or transfer any PXP Interests included in the Notice of Sale to the Buyer on the same terms set forth in the Notice of Sale within ninety (90) days after the expiration of such fifteen (15) day period, provided, however, that any sale or transfer to a Buyer other than Chesapeake will be made expressly subject to this Agreement and all of the rights of Chesapeake hereunder. If the sale to the Buyer Seller is not so consummated, aware of any preferential rights affecting the terms of this Section will again be applicable to any voluntary transfer of PXP Interests by the PXP Group. If Chesapeake elects to purchase or acquire all of the PXP Interests pursuant to this Section, the closing of the purchase and sale will occur on or before the ninetieth (90th ) day following delivery of the Notice of Sale. At such closing, Chesapeake will deliver the cash or other consideration payable to the order of the PXP Group, against delivery by the PXP Group of valid conveyances of the PXP Interests being purchased, free and clear of all liens, claims, charges and encumbrances and duly executed in good form for transferProperties.

Preferential Rights. Except for Transfers to Affiliates specifically permitted under Section 9No sooner than five Business Days but no later than ten Business Days after the Execution Date, if any of the PXP Group receives a bona fide offer from any person other than Chesapeake for the sale, transfer or disposition of any of its interest in the Joint Leases or a sale transfer or disposition of the equity of any of the PXP Group (except of the stock or equity of Plains Exploration & Production Company) which owns an interest in the Joint Leases (whether by merger, consolidation, equity sale or otherwise, except of Plains Exploration & Production Company or the stock or equity therein) (the “PXP Interests”) which is acceptable to the PXP Group, then PXP will deliver or cause to be delivered a written notice (the “Notice of Sale”) to Chesapeake. The Notice of Sale will include (a) a statement of the PXP Group’s bona fide intention to sell or transfer one or more PXP Interests; (b) the name and address of the prospective transferee (the “Buyer”); (c) the portion of the PXP Interests to be sold or transferred; (d) any sales package, reserve evaluations or other data or information prepared or used by the PXP Group Seller shall give notices required in connection with all (i) preferential purchase rights, rights of first refusal or other similar rights and (ii) rights of first offer, tag-along rights, drag-along rights or other similar rights, in each case of clause (i) and (ii) above, that are applicable to the transfer of the Assets in connection with the Transaction (collectively, “Preferential Rights”). If any Preferential Right is exercised prior to the Closing Date, then the Affected Asset shall be excluded from the Assets transferred hereunder as a Retained Asset and the Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such contemplated sale or transfer; Affected Asset. If by Closing, either (eA) the terms time frame for the exercise of a Preferential Right has not expired and conditions Seller has not received notice of the contemplated sale or transfer; (f) the purchase price or other consideration that the Buyer will pay or provide for such PXP Interests; (g) the expected closing date of the transaction; and (h) such other information as Chesapeake may reasonably request to facilitate the decision whether or an intent not to exercise or a waiver of the rights granted in this Section. The Notice of Sale will constitute an irrevocable offer by Preferential Rights, or (B) a Third Party exercises its Preferential Right, but fails to consummate the PXP Group to sell to Chesapeake the PXP Interests proposed to be sold purchase prior to the BuyerClosing, on then Seller shall retain the same terms Affected Asset as a Retained Asset and conditions stated the Purchase Price shall be adjusted downward by an amount equal to the Allocated Value of such Affected Asset. As to any Affected Assets retained by Seller hereunder, following Closing and prior to the Final Settlement Date if a Preferential Right is not consummated within the time frame specified in the Notice of Sale. Such offer will remain open Preferential Right, or if the time frame for a period of fifteen (15) days after receipt exercise of the Notice of Sale. Within such fifteen (15) day periodPreferential Right expires without exercise after the Closing, Chesapeake may elect Seller shall promptly convey the Affected Asset to accept such offer by delivering to the PXP Group written notice of its irrevocable election to accept such offer. If Chesapeake does not accept such offer within such fifteen (15) day period with respect to all Buyer effective as of the PXP Interests proposed Effective Time, and Buyer shall pay to be sold, then Seller the PXP Group will be free Allocated Value thereof pursuant to sell or transfer any PXP Interests included in the Notice of Sale to the Buyer on the same terms set forth in the Notice of Sale within ninety (90) days after the expiration of such fifteen (15) day period, provided, however, that any sale or transfer to a Buyer other than Chesapeake will be made expressly subject to this Agreement and all of the rights of Chesapeake hereunder. If the sale to the Buyer is not so consummated, the terms of this Section will again be applicable to any voluntary transfer of PXP Interests by the PXP Group. If Chesapeake elects to purchase or acquire all of the PXP Interests pursuant to this Section, the closing of the purchase and sale will occur on or before the ninetieth (90th ) day following delivery of the Notice of Sale. At such closing, Chesapeake will deliver the cash or other consideration payable to the order of the PXP Group, against delivery by the PXP Group of valid conveyances of the PXP Interests being purchased, free and clear of all liens, claims, charges and encumbrances and duly executed in good form for transferAgreement.

Preferential Rights. Except for Transfers to Affiliates specifically permitted under Section 9, if If any of the PXP Group receives a bona fide offer from Properties are burdened with preferential purchase rights, the assignment of the Properties subject to such preferential rights shall be conditioned upon Seller obtaining the necessary waiver or expiration of such right, and this Agreement shall not constitute an assignment or attempted assignment thereof without such waiver or expiration. If the time for exercising any person other than Chesapeake for preferential purchase right has not expired and the saleholder thereof has not waived the same prior to the Closing Date, transfer or disposition of the Property affected by such preferential right shall be conveyed to Buyer at Closing, subject to the preferential right and without any of its interest reduction in the Joint Leases or a sale transfer or disposition Purchase Price. If the holder of the equity preferential right elects to purchase the Property affected by the preferential right after Closing, Buyer shall be obligated to convey such Property to the holder of such preferential right and Buyer shall be entitled to the proceeds resulting therefrom. If, prior to Closing, a holder of a preferential purchase right notifies Seller that it intends to exercise its rights with respect to any of the PXP Group (except of Properties to which its preferential purchase right applies, the stock or equity of Plains Exploration & Production Company) which owns an interest in Properties covered by said preferential purchase right shall be excluded from the Joint Leases (whether by merger, consolidation, equity sale or otherwise, except of Plains Exploration & Production Company or the stock or equity therein) (the “PXP Interests”) which is acceptable to the PXP Group, then PXP will deliver or cause Properties to be delivered a written notice (conveyed to Buyer, and the “Notice of Sale”) to Chesapeake. The Notice of Sale will include (a) a statement of the PXP Group’s bona fide intention to sell or transfer one or more PXP Interests; (b) the name and address of the prospective transferee (the “Buyer”); (c) the portion of the PXP Interests to Purchase Price shall be sold or transferred; (d) any sales package, reserve evaluations or other data or information prepared or used reduced by the PXP Group value allocated to said Properties by Buyer in connection accordance with such contemplated sale or transfer; (e) the terms and conditions of the contemplated sale or transfer; (f) the purchase price or other consideration that the Buyer will pay or provide for such PXP Interests; (g) the expected closing date of the transaction; and (h) such other information as Chesapeake may reasonably request to facilitate the decision whether or not to exercise the rights granted in this Section. The Notice of Sale will constitute an irrevocable offer by the PXP Group to sell to Chesapeake the PXP Interests proposed to be sold to the Buyer, on the same terms and conditions stated in the Notice of Sale. Such offer will remain open for a period of fifteen (15) days after receipt of the Notice of Sale. Within such fifteen (15) day period, Chesapeake may elect to accept such offer by delivering to the PXP Group written notice of its irrevocable election to accept such offer. If Chesapeake does not accept such offer within such fifteen (15) day period with respect to all of the PXP Interests proposed to be sold, then the PXP Group will be free to sell or transfer any PXP Interests included in the Notice of Sale to the Buyer on the same terms set forth in the Notice of Sale within ninety (90) days after the expiration of such fifteen (15) day period, provided, however, that any sale or transfer to a Buyer other than Chesapeake will be made expressly subject to this Agreement and all of the rights of Chesapeake hereunderSection 3.3. If the sale holder of the preferential purchase right fails to consummate the purchase of the Properties, Seller shall promptly notify Buyer in writing. Within five (5) Business Days after Buyer's receipt of such notice or the Closing Date, whichever is not so consummatedlater, Seller shall sell to Buyer, and Buyer shall purchase from Seller, such Properties under the terms of this Section will again be applicable Agreement for a price equal to any voluntary transfer of PXP Interests by the PXP Groupaforesaid value allocated to such Properties. If Chesapeake elects Notwithstanding the foregoing, Buyer shall have no obligation to purchase or acquire all such Properties if Buyer is not notified in writing of the PXP Interests pursuant preferential purchase right holder's failure to this Section, the closing of consummate the purchase and sale will occur on or before the ninetieth of such Properties within sixty (90th 60) day Days following delivery of the Notice of Sale. At such closing, Chesapeake will deliver the cash or other consideration payable to the order of the PXP Group, against delivery by the PXP Group of valid conveyances of the PXP Interests being purchased, free and clear of all liens, claims, charges and encumbrances and duly executed in good form for transferClosing.

Preferential Rights. Except for Transfers Sellers will use commercial reasonable efforts, consistent with industry practices in transactions of this type, to Affiliates specifically permitted under Section 9identify, if any of the PXP Group receives a bona fide offer from any person other than Chesapeake for the sale, transfer or disposition of any of its interest in the Joint Leases or a sale transfer or disposition of the equity of any of the PXP Group (except of the stock or equity of Plains Exploration & Production Company) which owns an interest in the Joint Leases (whether by merger, consolidation, equity sale or otherwise, except of Plains Exploration & Production Company or the stock or equity therein) (the “PXP Interests”) which is acceptable to the PXP Group, then PXP will deliver or cause to be delivered a written notice (the “Notice of Sale”) to Chesapeake. The Notice of Sale will include (a) a statement of the PXP Group’s bona fide intention to sell or transfer one or more PXP Interests; (b) the name and address of the prospective transferee (the “Buyer”); (c) the portion of the PXP Interests to be sold or transferred; (d) any sales package, reserve evaluations or other data or information prepared or used by the PXP Group in connection with such contemplated sale or transfer; (e) the terms and conditions of the contemplated sale or transfer; (f) the purchase price or other consideration that the Buyer will pay or provide for such PXP Interests; (g) the expected closing date of the transaction; and (h) such other information as Chesapeake may reasonably request to facilitate the decision whether or not to exercise the rights granted in this Section. The Notice of Sale will constitute an irrevocable offer by the PXP Group to sell to Chesapeake the PXP Interests proposed to be sold to the Buyer, on the same terms and conditions stated in the Notice of Sale. Such offer will remain open for a period of fifteen (15) days after receipt of the Notice of Sale. Within such fifteen (15) day period, Chesapeake may elect to accept such offer by delivering to the PXP Group written notice of its irrevocable election to accept such offer. If Chesapeake does not accept such offer within such fifteen (15) day period with respect to all material oil and gas Properties, the names and current addresses of parties holding Preferential Rights that are identified on Exhibit 4.1(g). In attempting to identify the names and addresses of such parties holding the same, Sellers shall in no event be obligated to go beyond its own records. Within five (5) days of the PXP Interests proposed execution of this Agreement, Sellers will request, from the parties so identified (and in accordance with the documents creating such rights), waivers of Preferential Rights. Sellers shall provide Buyer with copies of such requests and of all responses and other correspondence related thereto. Sellers shall have no obligation other than to so attempt to identify the holders of such Preferential Rights and to so request such execution of such waivers of Preferential Rights (including, without limitation, any obligation on the part of Sellers to assure that such waivers of Preferential Rights are obtained). Except to the extent that Buyer can establish that any Seller failed to fulfill the obligations set forth above in this Section, Buyer shall release and waive any claims against or remedies from the Seller Indemnitees as to any claims, actions, causes of action, liabilities, damages, losses, costs or expenses (including, without limitation, court costs and attorney’s fees) whatsoever that arise out of the failure to obtain waivers of Preferential Rights with respect to any transfer by Sellers 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. If a party from whom a waiver of a Preferential Right is requested exercises such Preferential Right, Sellers (as applicable) will tender to such party the required interest in the Property (at a price equal to the Allocated Amount, reduced appropriately, if less than the entire Property must be soldtendered), then and the PXP Group interest in such Property will be free excluded from the transaction contemplated hereby and the unadjusted Purchase Price will be adjusted downward by the amount actually paid to sell Sellers by the party exercising such right. If a third party from which a waiver was requested by Sellers has not elected to exercise or transfer waive such Preferential Right prior to Closing and the time in which the preferential right to purchase may be exercised has not expired, any PXP Interests included in such Property shall be retained by the Notice of Sale Seller and shall not be conveyed to the Buyer at Closing and the Purchase Price shall be adjusted downward by the Allocated Amount of the Property. Any Property so retained by a Seller and held back at the initial Closing will be conveyed to Buyer, in accordance with the terms hereof, at a delayed Closing within ten (10) Business Days following the date on which the same terms set forth in time to exercise such Preferential Right expires without any exercise thereof, or when Seller obtains, complies with, or obtains a waiver of or notice of election not to exercise or otherwise satisfies the Notice Preferential Right with respect to any such Property. In the event a Seller is unable to obtain a waiver, notice of Sale election not to exercise, or is unable to satisfy the Preferential Right within ninety twelve (9012) days months after the expiration of such fifteen (15) day periodClosing, provided, however, that any sale or transfer to a Buyer other than Chesapeake will be made expressly subject to this Agreement and all of the rights of Chesapeake hereunder. If the sale to the Buyer is not so consummatedunless waived by Buyer, the terms of this Section will again retained Property shall be applicable to any voluntary transfer of PXP Interests by the PXP Group. If Chesapeake elects to purchase or acquire all of the PXP Interests pursuant to this Section, the closing of the purchase and sale will occur on or before the ninetieth (90th ) day following delivery of the Notice of Sale. At such closing, Chesapeake will deliver the cash or other consideration payable to the order of the PXP Group, against delivery by the PXP Group of valid conveyances of the PXP Interests being purchased, free and clear of all liens, claims, charges and encumbrances and duly executed in good form for transferdeemed an Excluded Property.

Preferential Rights. Except Buyer and Seller recognize that the Properties may be subject to preferential purchase rights, rights of first refusal, consents to assign, lessor’s approvals, or similar rights (collectively, “preferential rights”). Seller is responsible for Transfers identifying the existence of all preferential rights, and shall be responsible for taking such steps as are necessary for soliciting all required approvals and consents relating to Affiliates specifically permitted under Section 9, if any preferential rights. Seller shall exercise reasonable commercial diligence to notify all holders of the PXP Group receives a bona fide offer from any person other than Chesapeake for the sale, transfer or disposition preferential rights of any of its interest in the Joint Leases or a sale transfer or disposition of the equity of any of the PXP Group (except of the stock or equity of Plains Exploration & Production Company) which owns an interest in the Joint Leases (whether by merger, consolidation, equity sale or otherwise, except of Plains Exploration & Production Company or the stock or equity therein) (the “PXP Interests”) which is acceptable to the PXP Group, then PXP will deliver or cause to be delivered a written notice (the “Notice of Sale”) to Chesapeake. The Notice of Sale will include (a) a statement of the PXP GroupSeller’s bona fide intention to sell or transfer one or more PXP Interests; (b) the name Properties affected thereby and address of the prospective transferee (the “Buyer”); (c) the portion of the PXP Interests corresponding Allocated Values. If any third party that elects to be sold or transferred; (d) any sales package, reserve evaluations or other data or information prepared or used by the PXP Group in connection with such contemplated sale or transfer; (e) the terms and conditions of the contemplated sale or transfer; (f) exercise a preferential purchase right fails to consummate the purchase price or other consideration that the Buyer will pay or provide for of any Property covered by such PXP Interests; (g) the expected closing date of the transaction; and (h) such other information as Chesapeake may reasonably request right pursuant to facilitate the decision whether or not to exercise the rights granted in this Section. The Notice of Sale will constitute an irrevocable offer by the PXP Group to sell to Chesapeake the PXP Interests proposed to be sold to the Buyer, on the same terms and conditions stated in the Notice of Sale. Such offer will remain open for a period of fifteen (15) days after receipt of the Notice of Sale. Within such fifteen (15) day period, Chesapeake may elect to accept such offer by delivering to the PXP Group written notice of its irrevocable election to accept such offer. If Chesapeake does not accept such offer within such fifteen (15) day period with respect to all of the PXP Interests proposed to be sold, then the PXP Group will be free to sell or transfer any PXP Interests included in the Notice of Sale to the Buyer on the same terms set forth in the Notice of Sale within ninety (90) days after the expiration of such fifteen (15) day period, provided, however, that any sale or transfer to a Buyer other than Chesapeake will be made expressly subject to this Agreement and all of the rights of Chesapeake hereunder. If the sale to the Buyer is not so consummated, the terms of this Section will again Agreement, then Buyer shall purchase said Property from Seller under the terms of this Agreement for a price equal to that portion of the Sale Price previously allocated to it. All properties for which preferential purchase rights have been waived, or for which the period to exercise such rights has expired prior to Closing, shall be applicable sold to Buyer at Closing pursuant to the provisions of this Agreement. In any voluntary transfer case where the parties have failed to obtain from any such preferential rights holder prior to Closing the approval of PXP Interests or consent of such preferential rights holder to the transactions contemplated hereby, and the time for the exercise of such preferential rights has not expired, Buyer shall have the right, but not the obligation, to include in the Closing the Properties affected by the PXP Groupsuch preferential rights. If Chesapeake elects to purchase or acquire all Buyer does so, and the holder of the PXP Interests pursuant to this Sectionpreferential rights validly exercises such preferential rights after the Closing, the closing Buyer will honor the preferential rights so exercised subject to its receipt from the preferential rights holder of payment of the purchase and sale will occur Allocated Value of each affected Property, as set forth on or before the ninetieth (90th ) day following delivery of the Notice of Sale. At such closing, Chesapeake will deliver the cash or other consideration payable to the order of the PXP Group, against delivery by the PXP Group of valid conveyances of the PXP Interests being purchased, free and clear of all liens, claims, charges and encumbrances and duly executed in good form for transferExhibit A-1 hereto.