Common use of Capital Structure Generally; Limited Liability Shares and Investor GP Shares Clause in Contracts

Capital Structure Generally; Limited Liability Shares and Investor GP Shares. The Fund is hereby authorized to issue Membership Interests denominated in Shares with such rights, preferences, limitations, and privileges as set forth herein and as may be determined by the Manager consistent herewith. The initial target capitalization of the Fund is $50,000,000 (250 Shares) but can be expanded at the discretion of the Manager to $80,000,000 (400 Shares) or more. Each full Share shall require a Capital Contribution of $200,000 and the Manager, in its discretion, can offer fractional Shares. Each Share (or fraction thereof) may, at the discretion of each Investor, be either a Limited Liability Share or an Investor GP Share. Each Investor GP Shareholder shall be subject to personal unlimited liability for the debts, obligations and Liabilities of the Fund (to the extent that such debts, obligations and Liabilities are not satisfied out of Fund Assets) that accrue before such Investor GP Share is converted into a Limited Liability Share. Investor GP Shares shall be automatically converted to Limited Liability Shares by the Manager when drilling activities that generate deductions are complete or at a time and in a manner prescribed by the Manager. Except with respect to the Early Investment Incentive and Advance Distribution, each Share, whether a Limited Liability Share or an Investor GP Share, shall have identical rights to allocations and distributions (including allocations and distributions upon liquidation, dissolution or other winding up of the Fund). Investors shall have no voting rights as Members or as holders of Shares, except as provided in Article 7 or otherwise as specifically provided in this Agreement or the Act. The names of the Members and their respective number of Shares, as such names and number may change from time to time in accordance with this Agreement, shall be set forth on the Fund’s books and records. The Manager, in its sole discretion, may issue fractions of a Share, but is not required to do so.

Capital Structure Generally; Limited Liability Shares and Investor GP Shares. The Fund is hereby authorized to issue Membership Interests denominated in Shares with such rights, preferences, limitations, and privileges as set forth herein and as may be determined by the Manager consistent herewith. The initial target capitalization of the Fund is $50,000,000 (250 Shares) but can be expanded at the discretion of the Manager to $80,000,000 (400 Shares) or more. Each full Share shall require a Capital Contribution of $200,000 and the Manager, in its discretion, can offer fractional Shares. Each Share (or fraction thereof) may, at the discretion of each Investor, be either a Limited Liability Share or an Investor GP Share. Each Investor GP Shareholder shall be subject to personal unlimited liability for the debts, obligations and Liabilities of the Fund (to the extent that such debts, obligations and Liabilities are not satisfied out of Fund Assets) that accrue before such Investor GP Share is converted into a Limited Liability Share. Investor GP Shares shall be automatically converted to Limited Liability Shares by the Manager when drilling activities that generate deductions are complete or at a time and in a manner prescribed by the Manager. Except with respect to the Early Investment Incentive and Advance Distribution, each Share, whether a Limited Liability Share or an Investor GP Share, shall have identical rights to allocations and distributions (including allocations and distributions upon liquidation, dissolution or other winding up of the Fund). Investors shall have no voting rights as Members or as holders of Shares, except as provided in Article 7 or otherwise as specifically provided in this Agreement or the Act. The names of the Members and their respective number of Shares, as such names and number may change from time to time in accordance with this Agreement, shall be set forth on the Fund’s books and records. The Manager, in its sole discretion, may issue fractions of a Share, but is not required to do so.