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1111 I I II®II1 1 118111I1 1 111111I <br /> 00569840 5/16/2017 1:05 PM <br /> Yuma County Recorder,BEVERLY WENGER Page 6 of 6 <br /> EFILE-GR R 35.00 S 1.00 ST 2.00 D 1127.00 <br /> EXIMI T B <br /> First Right of Refusal <br /> For a period commencing on the Closing Date and continuing until May 30,2023(the expiration <br /> of) or earlier termination of the Production Agreement(the "ROER Period"), Purchaser shall <br /> not,directly or indirectly through an Affiliate,enter into any agreement for or consummate any <br /> Sale Transaction except in compliance with the terms and conditions of this Section 10.6. <br /> (a) If, at any time during the ROFR Period,Purchaser or any of its Affiliates <br /> receives a bona fide written offer for a Sale Transaction from a Significant Packer that <br /> Purchaser, its Affiliates or owners desires to accept (each, a "Third Party Offer"), <br /> Purchaser shall, promptly following receipt of the Third Party Offer, notify Seller in <br /> writing(the "Third Party Offer Notice")of the identity of all proposed parties to such <br /> Third Party Transaction and the financial and other terms and conditions of such Third <br /> Party Offer(the"Third Party Offer Terms").Each Third Party Offer Notice constitutes <br /> an offer made by Purchaser to enter into an agreement with Seller on the same Third <br /> Party Offer Terms of such Third Party Offer(the"ROFR Offer")_ <br /> (b) At any time prior to the expiration of the thirty(30)calendar day period <br /> following Seller's receipt of the Third Party Offer Notice(the"Exercise Period"), Seller -_ <br /> may accept the ROFR Offer by delivery to Purchaser of a written notice of acceptance <br /> executed by Seller, provided, however that Seller shall not be required to accept any <br /> non-financial terms or conditions contained in any Third Party Offer Terms that cannot <br /> be fulfilled by Seller as readily as by any other Person(e.g., an agreement conditioned <br /> upon the services of a particular individual or the supply of a product exclusively under <br /> the control of such Third Party Offeror). <br /> (c) If, by the expiration of the Exercise Period, Seller has not accepted the <br /> ROFR Offer,and provided that Purchaser has complied with all of the provisions of this <br /> Section 10.6 at any time during the ninety(90)day period following the expiration of the <br /> Exercise Period, Purchaser may consummate the Third Party Transaction with the <br /> counterparty identified in the applicable Third Party Offer Notice, on Third Party Offer <br /> Terms that are the same or more favorable to Purchaser as the Third Party Offer Terms <br /> set forth in the Third Party Offer Notice. If such Third Party Transaction is not <br /> consummated within such ninety(90)day period,the terms and conditions of this Section <br /> 10.6 will again apply and Purchaser shall not enter into any Third Party Transaction <br /> during ROFR Period without affording Seller the right of first refusal on the terms and <br /> conditions of this Section 10.6. For the avoidance of doubt,the terms and conditions of <br /> this Section 10.6 apply to each Third Party Offer received by Purchaser during the ROFR <br /> Period. <br /> B-1 <br />