Common use of PURCHASE OPTION EXERCISE NOTICE Clause in Contracts

PURCHASE OPTION EXERCISE NOTICE. The price of any Management Redeemable Units subject to purchase hereunder (the “Purchase Price”) will be determined by agreement of the parties provided that if the parties do not agree on such price within fifteen (15) days after the date of the Purchase Option Exercise Notice, the Purchase Price will be determined by a qualified independent appraiser to be mutually agreed upon by the Company and the Executive; provided that if they are unable to mutually agree on an appraiser within ten (10) days, the Board of Managers (excluding the Executive) will apply to the American Arbitration Association (“AAA”) in Houston, Texas for an appraiser having experience in the energy industry to be appointed. The independent appraiser shall take into consideration, the enterprise value of one hundred percent (100%) of the Company and shall not consider any discounts for lack of control of or lack of marketability with respect to Executive’s Management Redeemable Units. Once the appraiser is selected, each of the Company and the Executive shall submit to the appraiser its respective determination of the Purchase Price. The appraiser shall choose either the Purchase Price submitted by the Company or submitted by the Executive, and the appraiser shall not be permitted to substitute its judgment and choose an alternative outcome. The expenses of such appraiser shall be borne in equal increments by the Company and the Executive. Once the Purchase Price has been determined, the Company, or its nominee or assignee, or the Executive, as applicable, may make its election to purchase by delivering written notice (the “Purchase Notice”) to the other within thirty (30) days of the date that the Purchase Price has been determined. The Purchase Notice shall set forth (i) a date and time of not more than sixty (60) days from the delivery date on which closing of the Purchase Option will occur and (ii) the Purchase Price, which shall be paid in cash at closing. Executive shall not Transfer or attempt to Transfer its Management Redeemable Units while the Purchase Option remains unexercised. Any Transfer or attempted Transfer in violation of this provision shall be null and void, and the Company shall not record such Transfer on its books or treat any such purported transferee of such Purchase Interest as the owner of the Management Redeemable Units for any purpose. The Company may assign its rights under this Section to a party who has the financial ability to pay the full Purchase Price in cash, in which event any subsequent Transfer or attempted Transfer of the Management Redeemable Units shall continue to be subject to this Section. The exercise by the Company of the Repurchase Option and the other rights granted under this Section shall be determined on behalf of the Company by the Board of Managers.

PURCHASE OPTION EXERCISE NOTICE. The price of any Management Redeemable Units subject to purchase hereunder (the “Purchase Price”) will be determined by agreement of the parties provided that if the parties do not agree on such price within fifteen (15) days after the date of the Purchase Option Exercise Notice, the Purchase Price will be determined by a qualified independent appraiser to be mutually agreed upon by the Company and the Executive; provided that if they are unable to mutually agree on an appraiser within ten (10) days, the Board of Managers (excluding the Executive) will apply to the American Arbitration Association (“AAA”) in Houston, Texas for an appraiser having experience in the energy industry to be appointed. The independent appraiser shall take into consideration, the enterprise value of one hundred percent (100%) of the Company and shall not consider any discounts for lack of control of or lack of marketability with respect to Executive’s Management Redeemable Units. Once the appraiser is selected, each of the Company and the Executive shall submit to the appraiser its respective determination of the Purchase Price. The appraiser shall choose either the Purchase Price submitted by the Company or submitted by the Executive, and the appraiser shall not be permitted to substitute its judgment and choose an alternative outcome. The expenses of such appraiser shall be borne in equal increments by the Company and the Executive. Once the Purchase Price has been determined, the Company, or its nominee or assignee, or the Executive, as applicable, may make its election to purchase by delivering written notice (the “Purchase Notice”) to the other within thirty (30) days of the date that the Purchase Price has been determined. The Purchase Notice shall set forth (i) a date and time of not more than sixty (60) days from the delivery date on which closing of the Purchase Option will occur and (ii) the Purchase Price, which shall be paid in cash at closing. Executive shall not Transfer or attempt to Transfer its Management Redeemable Units while the Purchase Option remains unexercised. Any Transfer or attempted Transfer in violation of this provision shall be null and void, and the Company shall not record such Transfer on its books or treat any such purported transferee of such Purchase Interest as the owner of the Management Redeemable Units for any purpose. The Company may assign its rights under this Section to a party who has the financial ability to pay the full Purchase Price in cash, in which event any subsequent Transfer or attempted Transfer of the Management Redeemable Units shall continue to be subject to this Section. The exercise by the Company of the Repurchase Option and the other rights granted under this Section shall be determined on behalf of the Company by the Board of ManagersManagers (excluding the Executive).