Common use of Vesting; Exercisability Clause in Contracts

Vesting; Exercisability. The Option shall be fully vested on the Date of Grant. However, it will be deemed non-exercisable unless and until it has become exercisable in accordance with the schedule below. (a) The Option shall become exercisable in the percentages listed below upon the Company’s achievement of production of the following barrels of oil equivalent per day (each, a “BOE/D Hurdle”). The percentage of the Option associated with such BOE/D Hurdle will become exercisable if, at any time prior to the Expiration Date, the Company has determined, in its sole discretion, that the BOE/D Hurdle has been achieved. Such determination shall be measured as BOE/D achieved on any day and need not be sustained for a period of time. For the avoidance of doubt, the BOE/D Hurdle shall include any barrels of oil equivalent added to the Company upon an acquisition of assets or another company. (b) Notwithstanding anything to the contrary in Section (a), in the event that a Change in Control occurs on or prior to the Expiration Date, all unexercisable Options will immediately become exercisable upon the Change in Control. (c) Notwithstanding anything to the contrary in this Section 2, promptly following the Closing Date, as such term is defined in that certain Securities Purchase Agreement entered into as of May 3, 2023, between the Company and each purchaser identified on the signature pages attached thereto (such purchasers, the “Purchasers,” and such agreement, the “Securities Purchase Agreement”), a portion of this Option exercisable for 50,000 Shares shall be delivered to the Company for the benefit of the Purchasers. From time to time following the effective date of the entry into the Securities Purchase Agreement until the Measurement Date, the CVR Options subject to Section 4.17 of the Securities Purchase Agreement (the “Available CVR Options”) shall be reduced, and such CVR Options shall be ratably released back to you (who, for the avoidance of doubt, shall be a “Holder” for all purposes under the Securities Purchase Agreement notwithstanding anything therein to the contrary) and the other Holders and no longer available for distribution to the Purchasers, as set forth on Annex A attached to the Securities Purchase Agreement. Within 20 days of the Measurement Date, to the extent that the Available CVR Options then exceed zero, such remaining Available CVR Options will be released to the Purchasers as of the Closing Date, ratably based on their then ownership of Preferred Stock to the aggregate Preferred Stock then outstanding and held by all Purchasers as of the Closing Date (such that if a Purchaser no longer holds Preferred Stock (or was not a Purchaser as of the Closing Date) on such date, such Purchaser shall not participate in Section 4.17 of the Securities Purchase Agreement). Capitalized terms used in this Section 2(c) but not otherwise defined in this Agreement shall have the meaning given to such terms in the Securities Purchase Agreement.

Vesting; Exercisability. The Option shall be fully vested on the Date of Grant. However, it will be deemed non-exercisable unless and until it has become exercisable in accordance with the schedule below. (a) The Option shall become exercisable in the percentages listed below upon the CompanyHolder’s achievement of production of the following barrels of oil equivalent per day (each, a “BOE/D Hurdle”). The percentage of the Option associated right to exercise this Warrant with such BOE/D Hurdle will become exercisable if, at any time prior respect to the Expiration Date, the Company has determined, Warrant Shares is subject to limitations on exercisability as set forth in its sole discretion, that the BOE/D Hurdle has been achieved. Such determination shall be measured as BOE/D achieved on any day and need not be sustained for a period of time. For the avoidance of doubt, the BOE/D Hurdle shall include any barrels of oil equivalent added to the Company upon an acquisition of assets or another companythis Section 1. (b) Notwithstanding anything This Warrant and the Holder’s rights hereunder with respect to the contrary [●] Warrant Shares (subject to adjustment (i) as set forth in this Warrant, including, without limitation, Section 3 and (a), ii) as set forth in the event that a Change in Control occurs on or prior to Transaction Agreement) will be exercisable from and after the Expiration Issue Date, all unexercisable Options will immediately become exercisable upon the Change in Control. (c) Notwithstanding anything to the contrary in this Section 2Warrant, promptly following in no event will the Closing DateCompany issue to the Holder, or the Holder be entitled to acquire on exercise, any Warrant Shares that, after giving effect to such issuance and when added to the number of shares of Common Stock previously issued to the Holder pursuant to this Warrant and any Contingent Consideration Warrant and otherwise Beneficially Owned by the Holder, (i) would subject the Holder to any Gaming Approval under any applicable Gaming Laws (both as such term is defined in the Transaction Agreement) unless and until such approvals have been obtained, (ii) would violate the restrictions contained in Section 4.07 the Company’s Amended and Restated Certificate of Incorporation (as may be amended from time to time, the “Charter”), or (iii) would violate the restrictions contained in the Company’s Amended and Restated Bylaws (as may be amended from time to time, the “Bylaws”), and, in particular, Section 5.10 (Gaming and Regulatory Matters) (collectively, the “Regulatory Limitation”). For all purposes of this Warrant, the Company will be entitled to conclusively rely upon information furnished to it by the Holder at the Company’s request. To the extent that certain Securities Purchase Agreement entered into as a Regulatory Limitation prevents the issuance of May 3Warrant Shares hereunder, 2023at the request of the Holder, between the Company and each purchaser identified on the signature pages attached thereto Holder will reasonably cooperate to restructure this Warrant and/or modify the terms hereof (while maintaining the economic terms thereof) in such purchasers, manner and to take such other actions reasonably necessary to avoid and/or eliminate the “Purchasers,” and such agreement, the “Securities Purchase Agreement”), a portion of this Option exercisable for 50,000 Shares shall be delivered Regulatory Limitation in compliance with applicable Law. (e) Notwithstanding anything to the Company for contrary in this Warrant, any issuance of Warrant Shares that results in the benefit Holder owning shares of Common Stock equal to 5% or more of the Purchasers. From time to time following the effective date outstanding shares of the entry into the Securities Purchase Agreement until the Measurement Date, the CVR Options subject to Section 4.17 of the Securities Purchase Agreement (the “Available CVR Options”) shall be reduced, and such CVR Options shall be ratably released back to you (who, for the avoidance of doubt, shall be a “Holder” for all purposes under the Securities Purchase Agreement notwithstanding anything therein Common Stock or other applicable limitations pursuant to the contraryCharter, Bylaws or Gaming Laws (as defined in the Transaction Agreement) and the other Holders and no longer available for distribution to the Purchasers, as set forth on Annex A attached to the Securities Purchase Agreement. Within 20 days of the Measurement Date, to the extent that the Available CVR Options then exceed zero, such remaining Available CVR Options without having obtained all applicable approvals thereunder will be released to null and void and will not be recognized by the Purchasers Company unless the governmental approvals under all applicable Charter, Bylaws and Gaming Laws (as of the Closing Date, ratably based on their then ownership of Preferred Stock to the aggregate Preferred Stock then outstanding and held by all Purchasers as of the Closing Date (such that if a Purchaser no longer holds Preferred Stock (or was not a Purchaser as of the Closing Date) on such date, such Purchaser shall not participate in Section 4.17 of the Securities Purchase Agreement). Capitalized terms used in this Section 2(c) but not otherwise defined in this Agreement shall the Transaction Agreement) have the meaning given to such terms in the Securities Purchase Agreementbeen obtained.

Vesting; Exercisability. The Option shall be fully vested on the Date of Grant. However, it will be deemed non-exercisable unless and until it has become exercisable in accordance with the schedule below. (a) The Option shall become exercisable in the percentages listed below upon the Company’s achievement of production of the following barrels of oil equivalent per day (each, a “BOE/D Hurdle”). The percentage of the Option associated with such BOE/D Hurdle will become exercisable if, at any time prior to the Expiration Date, the Company has determined, in its sole discretion, that the BOE/D Hurdle has been achieved. Such determination shall be measured as BOE/D achieved on any day and need not be sustained for a period of time. For the avoidance of doubt, the BOE/D Hurdle shall include any barrels of oil equivalent added to the Company upon an acquisition of assets or another company. (b) Notwithstanding anything to the contrary in Section (a), in the event that a Change in Control occurs on or prior to the Expiration Date, all unexercisable Options will immediately become exercisable upon the Change in Control. (c) Notwithstanding anything to the contrary in this Section 2, promptly following the Closing Date, as such term is defined in that certain Securities Purchase Agreement entered into as of May 3, 2023, between the Company and each purchaser identified on the signature pages attached thereto (such purchasers, the “Purchasers,” and such agreement, the “Securities Purchase Agreement”), a portion of this Option exercisable for 50,000 [ ] Shares shall be delivered to the Company for the benefit of the Purchasers. From time to time following the effective date of the entry into the Securities Purchase Agreement until the Measurement Date, the CVR Options subject to Section 4.17 of the Securities Purchase Agreement (the “Available CVR Options”) shall be reduced, and such CVR Options shall be ratably released back to you (who, for the avoidance of doubt, shall be a “Holder” for all purposes under the Securities Purchase Agreement notwithstanding anything therein to the contrary) and the other Holders and no longer available for distribution to the Purchasers, as set forth on Annex A attached to the Securities Purchase Agreement. Within 20 days of the Measurement Date, to the extent that the Available CVR Options then exceed zero, such remaining Available CVR Options will be released to the Purchasers as of the Closing Date, ratably based on their then ownership of Preferred Stock to the aggregate Preferred Stock then outstanding and held by all Purchasers as of the Closing Date (such that if a Purchaser no longer holds Preferred Stock (or was not a Purchaser as of the Closing Date) on such date, such Purchaser shall not participate in Section 4.17 of the Securities Purchase Agreement). Capitalized terms used in this Section 2(c) but not otherwise defined in this Agreement shall have the meaning given to such terms in the Securities Purchase Agreement.

Vesting; Exercisability. The Option (a) Subject to the Optionee’s continued employment with the Xxxxxx Group through the applicable vesting date (set forth in the left column), the Earned Performance Shares shall be fully vested on the Date of Grant. However, it will be deemed non-exercisable unless vest and until it has become exercisable in accordance with the schedule Section 3.2 below. (a) The Option shall become exercisable in the percentages listed below upon the Company’s achievement : Date Earned Performance Shares Become Vested Shares that Become Vested Second anniversary of production Grant Date [INSERT DATE] [INSERT]% Third anniversary of the following barrels Grant Date [INSERT DATE] [INSERT]% Fourth anniversary of oil equivalent per day (each, a “BOE/D Hurdle”). The percentage Grant Date [INSERT DATE] [INSERT]% Fifth anniversary of the Option associated with such BOE/D Hurdle will become exercisable if, at any time prior to the Expiration Date, the Company has determined, in its sole discretion, that the BOE/D Hurdle has been achieved. Such determination shall be measured as BOE/D achieved on any day and need not be sustained for a period of time. For the avoidance of doubt, the BOE/D Hurdle shall include any barrels of oil equivalent added to the Company upon an acquisition of assets or another company.Grant Date [INSERT DATE] [INSERT]% (b) Notwithstanding anything In the event of a termination of the Optionee’s employment as a result of death or Permanent Disability, then (i) the Earned Performance Shares and the Option in respect thereof shall become immediately vested and exercisable with respect to all of the contrary Shares underlying such Option through the time period set forth in Section 3.3 (a)b) below, in and (ii) as of the event that a Change in Control occurs on or prior to date of termination of employment, any portion of the Expiration Date, all unexercisable Options Option which then has not become an Earned Performance Share shall immediately terminate and will immediately become exercisable upon the Change in Controlat no time be exercisable. (c) Notwithstanding anything to the contrary in this Section 2, promptly following the Closing Date, as such term is defined in that certain Securities Purchase Agreement entered into as of May 3, 2023, between the Company and each purchaser identified on the signature pages attached thereto (such purchasers, the “Purchasers,” and such agreement, the “Securities Purchase Agreement”), a portion of this Option exercisable for 50,000 Shares shall be delivered to the Company for the benefit of the Purchasers. From time to time following the effective date of the entry into the Securities Purchase Agreement until the Measurement Date, the CVR Options subject to Section 4.17 of the Securities Purchase Agreement (the “Available CVR Options”) shall be reduced, and such CVR Options shall be ratably released back to you (who, for the avoidance of doubt, shall be a “Holder” for all purposes under the Securities Purchase Agreement notwithstanding anything therein herewith to the contrary, at the discretion of the Committee, the Option over Earned Performance Shares that have not yet vested shall immediately terminate and will at no time become exercisable, except that the Committee may, for termination of employment for reasons other than death, Permanent Disability or Cause, determine in its discretion that the Option over the Earned Performance Shares that have not yet vested and become exercisable, shall become vested and exercisable. (d) In the event of a termination of the Optionee’s employment for any reason other than death or Permanent Disability, then the Earned Performance Shares that have vested and become exercisable and the other Holders and no longer available for distribution to Option in respect thereof shall remain exercisable through the Purchasers, as time period set forth on Annex A attached to in Section 3.3 (b) below. (e) In the Securities Purchase event of a Change of Control (as defined in the Agreement. Within 20 days of ), the Measurement Date, to the extent that the Available CVR Options then exceed zero, such remaining Available CVR Options will be released to the Purchasers as of the Closing Date, ratably based on their then ownership of Preferred Stock to the aggregate Preferred Stock then outstanding and held by all Purchasers as of the Closing Date (such that if a Purchaser no longer holds Preferred Stock (or was not a Purchaser as of the Closing Date) on such date, such Purchaser Option shall not participate in Section 4.17 of automatically vest and become exercisable and the Securities Purchase Agreement). Capitalized terms used in this Section 2(c) but not otherwise defined in this Agreement Committee shall have the meaning given sole discretion to such terms in accelerate the Securities Purchase Agreementvesting of unvested Earned Performance Shares without regard to whether the Earned Performance Shares are assumed or substituted by a successor company.

Vesting; Exercisability. The Option shall be fully vested on the Date of Grant. However, it will be deemed non-exercisable unless and until it has become exercisable in accordance with the schedule below. (a) The Option shall become exercisable in the percentages listed below upon the Company’s achievement of production of the following barrels of oil equivalent per day (each, a “BOE/D Hurdle”). The percentage of the Option associated with such BOE/D Hurdle will become exercisable if, at any time prior to the Expiration Date, the Company has determined, in its sole discretion, that the BOE/D Hurdle has been achieved. Such determination shall be measured as BOE/D achieved on any day and need not be sustained for a period of time. For the avoidance of doubt, the BOE/D Hurdle shall include any barrels of oil equivalent added to the Company upon an acquisition of assets or another company. (b) Notwithstanding anything to the contrary in Section (a), in the event that a Change in Control occurs on or prior to the Expiration Date, all unexercisable Options will immediately become exercisable upon the Change in Control. (c) Notwithstanding anything to the contrary in this Section 2, promptly following the Closing Date, as such term is defined in that certain Securities Purchase Agreement entered into as of May 3, 2023, between the Company and each purchaser identified on the signature pages attached thereto (such purchasers, the “Purchasers,” and such agreement, the “Securities Purchase Agreement”), a portion of this Option exercisable for 50,000 37,500 Shares shall be delivered to the Company for the benefit of the Purchasers. From time to time following the effective date of the entry into the Securities Purchase Agreement until the Measurement Date, the CVR Options subject to Section 4.17 of the Securities Purchase Agreement (the “Available CVR Options”) shall be reduced, and such CVR Options shall be ratably released back to you (who, for the avoidance of doubt, shall be a “Holder” for all purposes under the Securities Purchase Agreement notwithstanding anything therein to the contrary) and the other Holders and no longer available for distribution to the Purchasers, as set forth on Annex A attached to the Securities Purchase Agreement. Within 20 days of the Measurement Date, to the extent that the Available CVR Options then exceed zero, such remaining Available CVR Options will be released to the Purchasers as of the Closing Date, ratably based on their then ownership of Preferred Stock to the aggregate Preferred Stock then outstanding and held by all Purchasers as of the Closing Date (such that if a Purchaser no longer holds Preferred Stock (or was not a Purchaser as of the Closing Date) on such date, such Purchaser shall not participate in Section 4.17 of the Securities Purchase Agreement). Capitalized terms used in this Section 2(c) but not otherwise defined in this Agreement shall have the meaning given to such terms in the Securities Purchase Agreement.

Vesting; Exercisability. The Administrator will determine the time or times at which an Award vests or becomes exercisable and the terms and conditions on which a Stock Option shall be fully vested on or SAR remains exercisable. Without limiting the Date foregoing, the Administrator may at any time accelerate the vesting and/or exercisability of Grantan Award (or any portion thereof), regardless of any adverse or potentially adverse tax or other consequences resulting from such acceleration. HoweverUnless the Administrator expressly provides otherwise, it however, the following rules will be deemed non-exercisable unless and until it has become exercisable in accordance with the schedule below.apply if a Participant’s Employment ceases: (a) The Option shall become exercisable Except as provided in the percentages listed below (b) and (c) below, immediately upon the Company’s achievement of production cessation of the following barrels of oil equivalent per day Participant’s Employment each Stock Option and SAR (eachor portion thereof) that is then held by the Participant or by the Participant’s permitted transferees, a “BOE/D Hurdle”). The percentage of if any, will cease to be exercisable and will terminate and each other Award that is then held by the Option associated with such BOE/D Hurdle will become exercisable ifParticipant or by the Participant’s permitted transferees, at any time prior if any, to the Expiration Date, the Company has determined, in its sole discretion, that the BOE/D Hurdle has been achieved. Such determination shall extent not then vested will be measured as BOE/D achieved on any day and need not be sustained for a period of time. For the avoidance of doubt, the BOE/D Hurdle shall include any barrels of oil equivalent added to the Company upon an acquisition of assets or another companyforfeited. (b) Notwithstanding anything Subject to (c) and (d) below, each Stock Option and SAR (or portion thereof) held by the contrary in Section (a)Participant or the Participant’s permitted transferees, in the event that a Change in Control occurs on or if any, immediately prior to the Expiration Datecessation of the Participant’s Employment, all unexercisable Options to the extent then vested and exercisable, will remain exercisable for the lesser of (i) a period of three (3) months following such cessation of Employment or (ii) the period ending on the latest date on which such Stock Option or SAR could have been exercised without regard to this Section 6.4, and will thereupon immediately become exercisable upon the Change in Controlterminate. (c) Notwithstanding anything Subject to (d) below, each Stock Option and SAR (or portion thereof) held by a Participant or the Participant’s permitted transferees, if any, immediately prior to the contrary in this Section 2, promptly following cessation of the Closing Date, as such term is defined in that certain Securities Purchase Agreement entered into as of May 3, 2023, between Participant’s Employment due to his or her death or by the Company and each purchaser identified on the signature pages attached thereto (such purchasers, the “Purchasers,” and such agreement, the “Securities Purchase Agreement”), a portion of this Option exercisable for 50,000 Shares shall be delivered due to the Company for the benefit of the Purchasers. From time to time following the effective date of the entry into the Securities Purchase Agreement until the Measurement Date, the CVR Options subject to Section 4.17 of the Securities Purchase Agreement (the “Available CVR Options”) shall be reduced, and such CVR Options shall be ratably released back to you (who, for the avoidance of doubt, shall be a “Holder” for all purposes under the Securities Purchase Agreement notwithstanding anything therein to the contrary) and the other Holders and no longer available for distribution to the Purchasers, as set forth on Annex A attached to the Securities Purchase Agreement. Within 20 days of the Measurement Datehis or her Disability, to the extent that then vested and exercisable, will remain exercisable for the Available CVR Options then exceed zerolesser of (i) the one- (1) year period ending on the first anniversary of such cessation of Employment or (ii) the period ending on the latest date on which such Stock Option or SAR could have been exercised without regard to this Section 6.4, such remaining Available CVR Options and will be released thereupon immediately terminate. (d) All Awards (whether or not vested or exercisable) held by a Participant or the Participant’s permitted transferees, if any, immediately prior to the Purchasers as cessation of the Closing DateParticipant’s Employment will immediately terminate upon such cessation of Employment if the termination is for Cause or occurs in circumstances that in the determination of the Administrator would have constituted grounds for the Participant’s Employment to be terminated for Cause (in each case, ratably based on their then ownership of Preferred Stock without regard to the aggregate Preferred Stock then outstanding and held by all Purchasers as lapsing of the Closing Date (such that if a Purchaser no longer holds Preferred Stock (any required notice or was not a Purchaser as of the Closing Date) on such date, such Purchaser shall not participate cure periods in Section 4.17 of the Securities Purchase Agreementconnection therewith). Capitalized terms used in this Section 2(c) but not otherwise defined in this Agreement shall have the meaning given to such terms in the Securities Purchase Agreement.

Vesting; Exercisability. The Option (a) Subject to the Optionee’s continued employment with the Xxxxxx Group through the applicable vesting date (set forth in the left column), the Shares shall be fully vested on the Date of Grant. However, it will be deemed non-exercisable unless vest and until it has become exercisable in accordance with the schedule Section 3.2 below. (a) The : Date Option shall become exercisable in the percentages listed below upon the Company’s achievement Becomes Vested and Exercisable Become Exercisable Shares On or after 2nd anniversary of production Grant Date [INSERT]% On or after 3rd anniversary of the following barrels Grant Date [INSERT]% On or after 4th anniversary of oil equivalent per day (each, a “BOE/D Hurdle”). The percentage Grant Date [INSERT]% On or after 5th anniversary of the Option associated with such BOE/D Hurdle will become exercisable if, at any time prior to the Expiration Date, the Company has determined, in its sole discretion, that the BOE/D Hurdle has been achieved. Such determination shall be measured as BOE/D achieved on any day and need not be sustained for a period of time. For the avoidance of doubt, the BOE/D Hurdle shall include any barrels of oil equivalent added to the Company upon an acquisition of assets or another company.Grant Date [INSERT]% (b) Notwithstanding anything to the contrary in Section (a), in In the event that of a Change in Control occurs on termination of the Optionee’s employment as a result of death or prior Permanent Disability, the Option shall become fully vested and exercisable with respect to the Expiration Date, all unexercisable Options will immediately become exercisable upon the Change in ControlShares underlying such Option. (c) Notwithstanding anything to In the contrary in this Section 2, promptly following the Closing Date, as such term is defined in that certain Securities Purchase Agreement entered into as event of May 3, 2023, between the Company and each purchaser identified on the signature pages attached thereto (such purchasers, the “Purchasers,” and such agreement, the “Securities Purchase Agreement”), a portion of this Option exercisable for 50,000 Shares shall be delivered to the Company for the benefit termination of the Purchasers. From Optionee’s employment for any reason other than Death or Permanent Disability, then (i) the Shares that have vested and become exercisable and the Option in respect thereof shall remain exercisable as set forth in Section 3.2 (b) below and (ii) the Option over Shares that have not yet vested shall immediately terminate and will at no time to time following become exercisable, except that the effective date Committee may, for termination of employment for reasons other than Cause, determine in its discretion that the Option over Shares that have not yet vested and become exercisable, shall become vested and exercisable. (d) In the event of a termination of the entry into the Securities Purchase Agreement until the Measurement Date, the CVR Options Optionee’s employment for any reason other than set out in (b) and (c) above and subject to Section 4.17 of 3.2, the Securities Purchase Agreement (the “Available CVR Options”) shall be reduced, and such CVR Options shall be ratably released back to you (who, for the avoidance of doubt, shall be a “Holder” for all purposes under the Securities Purchase Agreement notwithstanding anything therein to the contrary) and the other Holders and no longer available for distribution to the Purchasers, as set forth on Annex A attached to the Securities Purchase Agreement. Within 20 days of the Measurement Date, to the extent that not then vested, lapse and be forfeited on the Available CVR Options then exceed zerodate of termination. (e) In the event of a Change of Control (as defined in the Agreement), such remaining Available CVR Options will be released to the Purchasers as of the Closing Date, ratably based on their then ownership of Preferred Stock to the aggregate Preferred Stock then outstanding and held by all Purchasers as of the Closing Date (such that if a Purchaser no longer holds Preferred Stock (or was not a Purchaser as of the Closing Date) on such date, such Purchaser Option shall not participate in Section 4.17 of automatically vest and become exercisable and the Securities Purchase Agreement). Capitalized terms used in this Section 2(c) but not otherwise defined in this Agreement Committee shall have the meaning given sole discretion to such terms in accelerate the Securities Purchase Agreementvesting of unvested Options without regard to whether the Options are assumed or substituted by a successor company.