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intends to accept the offer, or if Evans makes an offer to scll either the 448E <br />acres, the Mined Land, or a combination of properties that include tither the <br />448E acres or the Mined Land, and the offeree accepts the offer, Evans must <br />give written noticeo'f the offer to the Board. The Board will have sixty (GO) <br />days to accept in whiting the offer and, if accepted by the Board it will be <br />obligated to purchas'c the property that is the subject of the offer strictly in <br />accordance with theitetTns of the offer. <br />B. If the Soard does nqt accept an offer to purchase, Evans will thereafter be free <br />to consummate the:tiansaction substantially in accordaacc with the offer as <br />disclosed to the Board. If Evans fails to consummate the transaction set forth <br />in the offer, the Board will continue to have a Right of First Refusal to <br />purchase the property that was the subject of the offer. If the Board accepts an <br />offer and then fails to close on the purchasc, Evan's Right of First Refusal will <br />expire as to the property subject to the offer, but not as to any property not <br />included in the offer~but included in this Right of First Refusal. <br />is <br />C. The Boazd does not have any Right of First Refusal to purchase the 448E acres <br />described in Exhibiti iA or the Mined Land in either of the following <br />hansactions: (i) sale; of the properties to a related entity (as that term is <br />defined below) or (ii) encumbrances of the property. The term "related entity" <br />means (A) any corptitation in which Evans owns 80 percent or more of the <br />voting stock; (B) any partnership in which Evans owns 80 percent or more; <br />(C) any limited partnership in which Evans is the rnattaging parnTer and owns <br />80 percent or more of'the total partnership; or (D) or any other similar entity in <br />which Evans owns an 80 percent or greater interest. <br />D. The Board's Right of First Refusal to purchase the property does not apply to <br />the olJ'ers to purchase made to Evans by Mark Morley and Carl Avara prior to <br />the date of this Agreement provided that (1) such agreement is reduced to a <br />written contract accepted by Evans on or before December 31, 2004; and (2) <br />the purchase and sale is completed in substantial confonariry with the terms of <br />the contract. <br />E, The Right of First Refusal continues as to any portion of the property not <br />subject to the offer. The Right of First Refusal also continues in full force and <br />effect if Evans does not consummate the sale. <br />F. Subject to pazagraph 31.D above, if Evans has not completed the sale of the <br />property by January I, 2006, or such later date as the contract described in <br />paragraph 31.D expire without sale of the property, then commencing on such <br />date, the Boazd and such other parties as may wish to join with it, shall have <br />the exclusive right to negotiate the purchase ofthe 448E acres from Evans. <br />L00~ S9NINdS 'I'IY6f8A]OZS 88S6Br88T1 %t'3 ST~CT 6002/90/OT <br />