Common use of Requirements of Transfer Clause in Contracts

Requirements of Transfer. (a) In the event a Shareholder seeks to transfer any or all of his Shares (“Withdrawing Shareholder”), he shall first be required to obtain the approval of a majority of the then-remaining Shareholders. If such approval is granted, the Withdrawing Shareholder shall then be required to transfer such Shares pro rata to all of the then-remaining Shareholders. Each such remaining Shareholder shall be obligated to acquire from such Withdrawing Shareholder that portion of such Withdrawing Shareholder’s Shares equal to the amount obtained by multiplying such Withdrawing Shareholder’s Shares by a fraction, the numerator of which is the number of Shares of the Shareholder acquiring the Withdrawing Shareholder’s Shares and the denominator of which is all of the Shares in the Corporation less the Withdrawing Shareholder’s Shares. (b) The consideration to be paid by the then-remaining Shareholders to the Withdrawing Shareholder for such Shares shall be Limited Partnership Units (“Units”) of Everflow Eastern Partners, L.P. (the “Company”). The value of the Withdrawing Partner’s Shares shall be equal to the percentage interest such Withdrawing Shareholder’s Shares represents in the Company. Accordingly, such value shall be calculated as a percentage interest in the Company and be paid to the Withdrawing Shareholder in such number of Units (which also represent a percentage interest in the Company) as shall equal the indirect percentage interest of the Withdrawing Shareholder in the Company. In the event any of the then-remaining Shareholders has insufficient Units of Everflow as consideration to the Withdrawing Shareholder, such deficiency shall be paid in cash within 90 days of the event of the Withdrawing Shareholder’s withdrawal, as determined as follows: One hundred thirty-five percent (135%) of the most recent year end Repurchase Price per Unit calculation per the terms of the Limited Partnership Agreement of the Company; less any interim distributions paid per Unit since the most recent year end (“Cash Consideration Price”). The cash consideration is then calculated by multiplying the Cash Consideration Price per Unit by the number of Units that would have been paid to the Withdrawing Shareholder. (c) The provisions of Subsections 8(a) and (b) notwithstanding, no Shareholder shall be able to withdraw and transfer his Shares to another Shareholder pursuant to this Agreement, if the effect of any such withdrawal and transfer would be to reduce the number of Shareholders to fewer than three (3)

Requirements of Transfer. (a) In the event a Shareholder seeks to transfer any or all of his Shares (“Withdrawing Shareholder”), he shall first be required to obtain the approval of a majority of the then-remaining Shareholders. If such approval is granted, the Withdrawing Shareholder shall then be required to transfer such Shares pro rata to all of the then-remaining Shareholders. Each such remaining Shareholder shall be obligated to acquire from such Withdrawing Shareholder that portion of such Withdrawing Shareholder’s Shares equal to the amount obtained by multiplying such Withdrawing Shareholder’s Shares by a fraction, the numerator of which is the number of Shares of the Shareholder acquiring the Withdrawing Shareholder’s Shares and the denominator of which is all of the Shares in the Corporation less the Withdrawing Shareholder’s Shares. (b) The consideration to be paid by the then-remaining Shareholders to the Withdrawing Shareholder for such Shares shall be Limited Partnership Units (“Units”) of Everflow Eastern Partners, L.P. (the “Company”). The value of the Withdrawing Partner’s Shares shall be equal to the percentage interest such Withdrawing Shareholder’s Shares represents in the Company. Accordingly, such value shall be calculated as a percentage interest in the Company and be paid to the Withdrawing Shareholder in such number of Units (which also represent a percentage interest in the Company) as shall equal the indirect percentage interest of the Withdrawing Shareholder in the Company. In the event any of the then-remaining Shareholders has insufficient Units of Everflow as consideration to the Withdrawing Shareholder, such deficiency shall be paid in cash within 90 days of the event of the Withdrawing Shareholder’s withdrawal, as determined as follows: One hundred thirty-five fifty percent (135150%) of the average of the three highest valued Repurchase Right Price per Unit calculations from the most recent year six year-end Repurchase Price per Unit calculation calculations per the terms of the Limited Partnership Agreement of the Company; less any interim distributions paid per Unit since the most recent year end (“Cash Consideration Price”). The cash consideration is then calculated by multiplying the Cash Consideration Price per Unit by the number of Units that would have been paid to the Withdrawing Shareholder. (c) The provisions of Subsections 8(a) and (b) notwithstanding, no Shareholder shall be able to withdraw and transfer his Shares to another Shareholder pursuant to this Agreement, if the effect of any such withdrawal and transfer would be to reduce the number of Shareholders to fewer than three two (32)

Requirements of Transfer. (a) In the event a Shareholder Member seeks to withdraw from the Company and transfer any or all of his Shares Interest (“Withdrawing ShareholderMember”), he shall first be required to obtain the approval of a majority of the then-remaining ShareholdersMembers (on a per capita basis). If such approval is granted, the Withdrawing Shareholder Member shall then be required to transfer such Shares Interest pro rata to all of the then-remaining ShareholdersMembers except for EMC. Each such remaining Shareholder Member, excluding EMC, shall be obligated to acquire from such Withdrawing Shareholder Member that portion of such Withdrawing ShareholderMember’s Shares Interest equal to the amount obtained by multiplying such Withdrawing ShareholderMember’s Shares Interest by a fraction, the numerator of which is the number of Shares Interest of the Shareholder Member acquiring the Withdrawing ShareholderMember’s Shares Interest and the denominator of which is all of the Shares Interests in the Corporation Company less the Withdrawing ShareholderMember’s SharesInterest. (b) The consideration to be paid by the then-remaining Shareholders Members to the Withdrawing Shareholder Member for such Shares Interest shall be Limited Partnership Units (“Units”) of Everflow Eastern Partners, L.P. (the “Company”)Everflow. The value of the Withdrawing PartnerMember’s Shares Interest shall be equal to the percentage interest such Withdrawing ShareholderMember’s Shares Interest represents in the CompanyEverflow. Accordingly, such value shall be calculated as a percentage interest in the Company Everflow and be paid to the Withdrawing Shareholder Member in such number of Units (which also represent a percentage interest in the CompanyEverflow) as shall equal the indirect percentage interest of the Withdrawing Shareholder Member in the CompanyEverflow. In the event any of the then-remaining Shareholders Members has insufficient Units of Everflow as consideration to the Withdrawing ShareholderMember, such deficiency shall be paid in cash within 90 days of the event of the Withdrawing ShareholderMember’s withdrawal, as determined as follows: One hundred thirty-five fifty percent (135150%) of the average of the three highest valued Repurchase Right Price per Unit calculations from the most recent year six year-end Repurchase Price per Unit calculation calculations per the terms of the Limited Partnership Agreement of the CompanyEverflow; less any interim distributions paid per Unit since the most recent year end (“Cash Consideration Price”). The cash consideration is then calculated by multiplying the Cash Consideration Price per Unit by the number of Units that would have been paid to the Withdrawing ShareholderMember. (c) The provisions of Subsections 8(aSubsection 11.2(a) and (b) notwithstanding, no Shareholder Member shall be able to withdraw and transfer his Shares Interest to another Shareholder Member pursuant to this Agreement, if the effect of any such withdrawal and or transfer would be to reduce the number of Shareholders Members to fewer than three (3) Members. In such event, a Member shall only be able to withdraw as a Member and transfer his Interest to a substitute Member acceptable to all the then remaining Members in their absolute discretion and otherwise comply with the provisions of Section 11.2(e). (d) In the event the provisions of Section 11.2(c) prevent a Member from withdrawing from the Company, such a Member shall be entitled to withdraw from the Company only upon compliance with the provisions of Section 11.2(e). (e) Upon the prior written approval of all then-remaining Members, a substitute Member may acquire such Withdrawing Member’s Interest pursuant to the provisions of Section 11.2(b) (i.e. such substitute Member shall pay the Withdrawing Member for such Withdrawing Member’s Interest in Units of Everflow and such Interest shall be valued equal to such Interest’s indirect percentage in Everflow). In the event such substitute Member does not own any Units or sufficient Units to acquire such Withdrawing Member’s Interest, then the substitute member shall be obligated to pay with cash consideration by calculating the Cash Consideration Price per Unit by the number of Units that would have been paid to the Withdrawing Member. Upon the occurrence of the events described in the previous sentence, the substitute Member shall still be admitted to the Company but shall be obligated to make such capital contribution to Everflow as the Manager shall determine (any such transfer as heretofore described in this Section 11.2(e) shall also be deemed a “Permitted Transfer” for purposes of this Article VIII). In addition, such proposed substitute Member shall have agreed to assume, perform and discharge all of the duties and obligations of a Member hereunder. (f) In addition to the requirements of subsections 11.2(a) through (e), no sale, exchange, assignment or transfer by a Member may be made (i) if the Interests sought to be sold, exchanged, assigned or transferred, when added to the total of all other Interests sold, exchanged, assigned or transferred within the period of twelve (12) months prior thereto, would result in the termination of the Company under Section 708 of the Code, or any successor section thereto; (ii) except pursuant to an effective registration statement under all applicable federal and state securities laws or in a transaction which is exempt from registration under such laws; and (iii) (if the Manager shall request) unless the transferor Member delivers to the Manager an opinion, in form and substance and issued by counsel acceptable to the Manager, covering such securities laws, tax and other aspects of the proposed transfer as the Manager may request. (g) Any Member who sells, assigns or otherwise transfers all or any portion of his Interest in strict compliance with the terms and provisions of this Agreement shall promptly notify the Manager of such transfer and furnish the Manager the name and address of the transferee and such other information as might be required under Section 650K of the Code and the Regulations.

Requirements of Transfer. (a) In the event a Shareholder Member seeks to withdraw from the Company and transfer any or all of his Shares Interest (“Withdrawing ShareholderMember”), he shall first be required to obtain the approval of a majority of the then-remaining ShareholdersMembers (on a per capita basis). If such approval is granted, the Withdrawing Shareholder Member shall then be required to transfer such Shares Interest pro rata to all of the then-remaining ShareholdersMembers. Each such remaining Shareholder Member shall be obligated to acquire from such Withdrawing Shareholder Member that portion of such Withdrawing ShareholderMember’s Shares Interest equal to the amount obtained by multiplying such Withdrawing ShareholderMember’s Shares Interest by a fraction, the numerator of which is the number of Shares Interest of the Shareholder Member acquiring the Withdrawing ShareholderMember’s Shares Interest and the denominator of which is all of the Shares Interests in the Corporation Company less the Withdrawing ShareholderMember’s SharesInterest. (b) The consideration to be paid by the then-remaining Shareholders Members to the Withdrawing Shareholder Member for such Shares Interest shall be Limited Partnership Units (“Units”) of Everflow Eastern Partners, L.P. (the “Company”)Everflow. The value of the Withdrawing PartnerMember’s Shares Interest shall be equal to the percentage interest such Withdrawing ShareholderMember’s Shares Interest represents in the CompanyEverflow. Accordingly, such value shall be calculated as a percentage interest in the Company Everflow and be paid to the Withdrawing Shareholder Member in such number of Units (which also represent a percentage interest in the CompanyEverflow) as shall equal the indirect percentage interest of the Withdrawing Shareholder Member in the CompanyEverflow. In the event any of the then-remaining Shareholders Members has insufficient Units of Everflow as consideration to the Withdrawing ShareholderMember, such deficiency shall be paid in cash within 90 days of the event of the Withdrawing ShareholderMember’s withdrawal, as determined as follows: One hundred thirty-five percent (135%) of the most recent year end Repurchase Price per Unit calculation per the terms of the Limited Partnership Agreement of the CompanyEverflow; less any interim distributions paid per Unit since the most recent year end (“Cash Consideration Price”). The cash consideration is then calculated by multiplying the Cash Consideration Price per Unit by the number of Units that would have been paid to the Withdrawing ShareholderMember. (c) The provisions of Subsections 8(aSubsection 11.2(a) and (b) notwithstanding, no Shareholder Member shall be able to withdraw and transfer his Shares Interest to another Shareholder Member pursuant to this Agreement, if the effect of any such withdrawal and or transfer would be to reduce the number of Shareholders Members to fewer than three (3) Members. In such event, a Member shall only be able to withdraw as a Member and transfer his Interest to a substitute Member acceptable to all of the then remaining Members in their absolute discretion and otherwise comply with the provisions of Section 11.2(e). (d) In the event the provisions of Section 11.2(c) prevent a Member from withdrawing from the Company, such a Member shall be entitled to withdraw from the Company only upon compliance with the provisions of Section 11.2(e). (e) Upon the prior written approval of all then-remaining Members, a substitute Member may acquire such Withdrawing Member’s Interest pursuant to the provisions of Section 11.2(b) (i.e. such substitute Member shall pay the Withdrawing Member for such Withdrawing Member’s Interest in Units of Everflow and such Interest shall be valued equal to such Interest’s indirect percentage in Everflow). In the event such substitute Member does not own any Units or sufficient Units to acquire such Withdrawing Member’s Interest, the then-remaining Members, on a pro rata basis, shall be obligated to acquire such Withdrawing Member’s Interest by payment to such Withdrawing Member of such number of Units as shall be equal to such Interest’s indirect percentage interest in Everflow. Upon the occurrence of the events described in the previous sentence, the substitute Member shall still be admitted to the Company but shall be obligated to make such capital contribution to Everflow as the Manager shall determine (any such transfer as heretofore described in this Section 11.2(e) shall also be deemed a “Permitted Transfer” for purposes of this Article VIII). In addition, such proposed substitute Member shall have agreed to assume, perform and discharge all of the duties and obligations of a Member hereunder. (f) In addition to the requirements of subsections 11.2(a) through (e), no sale, exchange, assignment or transfer by a Member may be made (i) if the Interests sought to be sold, exchanged, assigned or transferred, when added to the total of all other Interests sold, exchanged, assigned or transferred within the period of twelve (12) months prior thereto, would result in the termination of the Company under Section 708 of the Code, or any successor section thereto; (ii) except pursuant to an effective registration statement under all applicable federal and state securities laws or in a transaction which is exempt from registration under such laws; and (iii) (if the Manger shall request) unless the transferor Member delivers to the Manager an opinion, in form and substance and issued by counsel acceptable to the Manager, covering such securities laws, tax and other aspects of the proposed transfer as the Manager may request. (g) Any Member who sells, assigns or otherwise transfers all or any portion of his Interest in strict compliance with the terms and provisions of this Agreement shall promptly notify the Manager of such transfer and furnish the Manager the name and address of the transferee and such other information as might be required under Section 650K of the Code and the Regulations.