Common use of Election to Participate Clause in Contracts

Election to Participate. (a) By notice to the Management Committee within twenty (20) days after the final vote adopting a Program and Budget, and notwithstanding its vote concerning adoption of a Program and Budget, a Participant may elect to participate in the approved Program and Budget: (i) in proportion to its respective Participating Interest, (ii) in some lesser amount than its respective Participating Interest, or (iii) not at all. In case of an election under SUBSECTION 9.5(A)(II) or (III), its Participating Interest shall be recalculated as provided in SUBSECTION 9.5(B) below, with dilution effective as of the first day of the Program Period for the adopted Program and Budget. If a Participant fails to so notify the Management Committee of the extent to which it elects to participate, the Participant shall be deemed to have elected to contribute to such Program and Budget in proportion to its respective Participating Interest as of the beginning of the Program Period. (b) If a Participant elects to contribute to an adopted Program and Budget some lesser amount than in proportion to its respective Participating Interest, or not at all, and the other Participant elects to fund all or any portion of the deficiency, the Participating Interest of the Reduced Participant shall be provisionally recalculated as follows: (i) for an election made before Payout, by dividing: (A) the sum of (1) the amount credited to the Reduced Participant's Equity Account with respect to its Initial Contribution under SECTION 5.2, (2) the total of all of the Reduced Participant's contributions under SECTION 5.3, and (3) the amount, if any, the Reduced Participant elects to contribute to the adopted Program and Budget; by (B) the sum of (1), (2) and (3) above for both Participants; and then multiplying the result by one hundred; or (ii) for an election made after Payout, by reducing its Participating Interest in an amount equal to two times the amount by which it would have been reduced under SUBSECTION 9.5(B)(I) if such election were made before Payout. The Participating Interest of the other Participant shall be increased by the amount of the reduction in the Participating Interest of the Reduced Participant, and if the other Participant elects not to fund the entire deficiency, the Manager shall adjust the Program and Budget to reflect the funds available. (c) Whenever the Participating Interests are recalculated pursuant to this SUBSECTION 9.5, (i) the Equity Accounts of both Participants shall be revised to bear the same ratio to each other as their recalculated Participating Interests; and (ii) the portion of Capital Account attributable to the reduced Participating Interest of the Reduced Participant shall be transferred to the other Participant.

Election to Participate. (a) By notice to the Management Committee within twenty (20) days after the final vote adopting a Program and Budget, and notwithstanding its vote concerning adoption of a Program and Budget, a Participant may elect to participate in the approved Program and Budget: (i) in proportion to its respective Participating Interest, (ii) in some lesser amount than its respective Participating Interest, or (iii) not at all; or (iv) if a Reduced Participant, some greater amount than its Recalculated Participating Interest subject to Subsection 9.5(d). In case of an election under SUBSECTION 9.5(A)(IISubsection 9.5(a)(ii) or (IIIiii), its Participating Interest shall be recalculated as provided in SUBSECTION 9.5(BSubsection 9.5(b) below, with dilution effective as of the first day of the Program Period for the adopted Program and Budget. If a Participant fails to so notify the Management Committee of the extent to which it elects to participate, the Participant shall be deemed to have elected to contribute to such Program and Budget in proportion to its respective Participating Interest as of the beginning of the Program Period. (b) If a Participant elects to contribute to an adopted Program and Budget some lesser amount than in proportion to its respective Participating Interest, or not at all, and the other Participant elects to fund all or any portion of the deficiency, the Participating Interest of the Reduced Participant shall be provisionally recalculated as follows: (i) for an election made before Payout, by dividing: (A) the sum of (1) the amount credited to the Reduced Participant's ’s Equity Account with respect to its Initial Contribution under SECTION 5.2Section 5.1, (2) the total of all of the Reduced Participant's ’s contributions under SECTION Section 5.3, and (3) the amount, if any, the Reduced Participant elects to contribute to the adopted Program and Budget; by (B) the sum of (1), (2) and (3) above for both Participants; and then multiplying the result by one hundred; or (ii) for an election made after Payout, by reducing its Participating Interest in an amount equal to two times the amount by which it would have been reduced under SUBSECTION 9.5(B)(I) if such election were made before Payout. The Participating Interest of the other Participant shall be increased by the amount of the reduction in the Participating Interest of the Reduced Participant, and if the other Participant elects not to fund the entire deficiency, the Manager shall adjust the Program and Budget to reflect the funds available. (c) Whenever the Participating Interests are recalculated pursuant to this SUBSECTION Section 9.5, (i) the Equity Accounts of both Participants shall be revised to bear the same ratio to each other as their recalculated Participating Interests; and (ii) the portion of Capital Account attributable to the reduced Participating Interest of the Reduced Participant shall be transferred to the other Participant. (d) Until such time as a Reduced Participant’s Recalculated Participating Interest drops to less than fifteen percent (15%) and is converted to a Production Royalty in accordance with Section 6.3, a Reduced Participant may elect to restore its diluted Participating Interest by participating in an approved Program and Budget in an amount greater than in proportion to its Recalculated Participating Interest. At such time as the Reduced Participant has (i) funded its share of the current Program and Budget at least in proportion to its current Recalculated Participating Interest, as well as (ii) contributed funds to the Business Account equal to one hundred fifty percent (150%) or more of the amount the Reduced Participant should have contributed to any prior Program and Budget in order to maintain its Participating Interest in effect on the first day of the Program Period for such Program and Budget, the Reduced Participant’s Participating Interest shall be recalculated in accordance with Subsection 9.5(b) and shall be effective in accordance with Subsection 9.6(d).

Election to Participate. (a) By notice to the Management Committee within twenty fifteen (2015) days after the final vote adopting a Program and Budget, and notwithstanding its vote concerning adoption of a Program and Budget, a Participant may elect to participate in the approved Program and Budget: (i) in proportion to its respective Participating Interest, (ii) in some lesser amount than its respective Participating Interest, or (iii) not at all. In case of an election under SUBSECTION 9.5(A)(IISubsection 9.5(a)(ii) or (IIIiii), its Participating Interest shall be recalculated as provided in SUBSECTION 9.5(BSubsection 9.5(b) below, with dilution effective as of the first day of the Program Period for the adopted Program and Budget. If a Participant fails to so notify the Management Committee of the extent to which it elects to participate, the Participant shall be deemed to have elected to contribute to such Program and Budget in proportion to its respective Participating Interest as of the beginning of the Program Period. (b) If a Participant elects pursuant to Subsection 9.5(a)(ii) or (iii) to contribute to an adopted Program and Budget some lesser amount than in proportion to its respective Participating Interest, or not at all, the other Participant shall then have the option to either (i) fully fund the remaining portion of the approved Program and Budget, or (ii) within fifteen (15) days following the election of the diluting Participant under Subsection 9.5(a)(ii) or (iii), to propose a reduced alternative Program and Budget to which the Participants shall, within seven (7) days, make a re-election under Subsection 9.5(a). If the other Participant elects to fund all or any portion of the deficiency, the Participating Interest of the Reduced Participant shall be provisionally recalculated as follows: (i) for an election made before Payout, by dividing: (A) the sum of (1) the amount credited to the Reduced Participant's ’s Equity Account with respect to its Initial Contribution under SECTION 5.2Section 5.1, (2) the total of all of the Reduced Participant's ’s contributions under SECTION Sections 5.2 and 5.3, and (3) the amount, if any, the Reduced Participant elects to contribute to the adopted Program and Budget; by (B) the sum of (1), (2) and (3) above for both Participants; and then multiplying the result by one hundred; or (ii) for an election made after Payout, by reducing its Participating Interest in an amount equal to two times the amount by which it would have been reduced under SUBSECTION 9.5(B)(I) if such election were made before Payout. The Participating Interest of the other Participant shall be increased by the amount of the reduction in the Participating Interest of the Reduced Participant. (c) If both Participants make an election under either Subsection 9.5(a)(ii) or (iii), and if the other Participant elects not to fund the entire deficiencythen within fifteen (15) days following that election, the Manager shall adjust the propose a reduced alternative Program and Budget to reflect which the funds availableParticipants shall, within seven (7) days, make a re- election under Subsection 9.5(a). (cd) Whenever the Participating Interests are recalculated pursuant to this SUBSECTION Subsection 9.5, (i) the Equity Accounts of both Participants shall be revised to bear the same ratio to each other as their recalculated Participating Interests; , and (ii) the portion of the Capital Account attributable to the reduced Participating Interest of the Reduced Participant shall be transferred to the other Participant.

Election to Participate. (a) By notice to the Management Committee within twenty (20) days after the final vote adopting a Program and Budget, and notwithstanding its vote concerning adoption of a Program and Budget, a Participant may elect to participate in the approved Program and Budget: (i) in proportion to its respective Participating Interest, (ii) in some lesser amount than its respective Participating Interest, or (iii) not at all. In case of an election under SUBSECTION 9.5(A)(IISubsection 9.5(a)(ii) or (IIIiii), its Participating Interest shall be recalculated as provided in SUBSECTION 9.5(BSubsection 9.5(b) below, with dilution effective as of the first day of the Program Period for the adopted Program and Budget. If a Participant fails to so notify the Management Committee of the extent to which it elects to participate, the Participant shall be deemed to have elected to contribute to such Program and Budget in proportion to its respective Participating Interest as of the beginning of the Program Period. (b) If a Participant elects to contribute to an adopted Program and Budget some lesser amount than in proportion to its respective Participating Interest, or not at all, and the other Participant elects to fund all or any portion of the deficiency, the Participating Interest of the Reduced Participant shall be provisionally recalculated as follows: (i) for an election made before Payout, by dividing: (A) the sum of (1) the amount credited to the Reduced Participant's ’s Equity Account with respect to its Initial Contribution under SECTION 5.2, (2) at the total of all conclusion of the Reduced Participant's contributions under SECTION 5.3Program Period for the prior Program and Budget, and (32) the amount, if any, the Reduced Participant elects to contribute to the adopted Program and Budget; by (B) the sum of (1), (2) and (32) above for both Participants; and then multiplying the result by one hundred; or (ii) for an election made after Payout, by reducing its Participating Interest in an amount equal to two (2) times the amount by which it would have been reduced under SUBSECTION 9.5(B)(ISubsection 9.5(b)(i) if such election were made before Payout. The Participating Interest of the other Participant shall be increased by the amount of the reduction in the Participating Interest of the Reduced Participant, and if the other Participant elects not to fund the entire deficiency, the Manager shall adjust the Program and Budget to reflect the funds available. (c) Whenever the Participating Interests are recalculated pursuant to this SUBSECTION Subsection 9.5, (i) the Equity Accounts Account of both Participants each Participant shall be revised so that the ratio of the Participant’s Equity Account to bear the same ratio total amount of the Participants’ Equity Accounts is equal to each other as their the Participant’s recalculated Participating Interests; and (ii) the portion of Capital Account attributable to the reduced Participating Interest of the Reduced Participant shall be transferred to the other ParticipantInterest.

Election to Participate. (a) By If ISGC has made all of its required Initial Contribution and all of ISGC's 18,000 Units are vested, or if SMMI has exercised its option under Section 3.5, then, by notice to the Management Committee within twenty thirty (2030) calendar days after the final vote adopting a Program and Budget, and notwithstanding its vote concerning adoption of a Program and Budget, a Participant Member may elect to participate in the approved Program and Budget: (i) in proportion to its respective Participating Ownership Interest, (ii) in some lesser amount than its respective Participating Ownership Interest, or (iii) not at all. In case of an election under SUBSECTION 9.5(A)(IISubsection 10.5(a)(ii) or (IIIiii), its Participating Ownership Interest shall be recalculated as provided in SUBSECTION 9.5(BSubsection 10.5(b) below, with dilution effective as of the first day of the Program Period for the adopted Program and Budget. If a Participant Member fails to so notify the Management Committee of the extent to which it elects to participate, the Participant Member shall be deemed to have elected to contribute to such Program and Budget in proportion to its respective Participating Ownership Interest as of the beginning of the Program Period. (b) If a Participant Member elects to contribute to an adopted Program and Budget some lesser amount than in proportion to its respective Participating Ownership Interest, or not at all, and the other Participant Member elects to fund all or any portion of the deficiency, the Participating Ownership Interest of the Reduced Participant Member shall be provisionally recalculated reduced as follows: (i) for an election made before Payout, : by dividing: (A) the sum of (1) the amount credited to number of Vested Units owned by the Reduced Participant's Equity Account with respect to its Member multiplied by $1,000.00, reflecting the agreed value of the Member’s Initial Contribution under SECTION 5.2for purposes of this section, (2) the total of all of the Reduced Participant's Member’s contributions to the Company under SECTION 5.3Subsection 10.5(a) or otherwise (including Contributions of Property) pursuant to this Agreement, and (3) the amount, if any, the Reduced Participant Member elects to contribute to the adopted current Program and Budget; by (B) the sum of (1), (2) and (3) above for both ParticipantsMembers; and then multiplying the result by one hundred; or (ii) for an election made after Payout, by reducing its Participating Interest in an amount equal to two times the amount by which it would have been reduced under SUBSECTION 9.5(B)(I) if such election were made before Payout. The Participating Ownership Interest of the other Participant Member shall be increased by the amount of the reduction in the Participating Ownership Interest of the Reduced ParticipantMember, and if the other Participant Member elects not to fund the entire deficiency, the Manager shall adjust the Program and Budget to reflect the funds available. (c) Whenever the Participating Ownership Interests are recalculated pursuant to this SUBSECTION 9.5Section 10.5, (i) the Equity Accounts i)the Schedule of both Participants Members shall be revised amended to bear reflect the same ratio to each other as their recalculated Participating Ownership Interests; and (ii) the portion of Capital Account the Vested Units attributable to the reduced Participating Ownership Interest of the Reduced Participant Member shall be transferred to the other ParticipantMember.

Election to Participate. (a) By With respect to (i) all of the Programs and Budgets described in Section 6.2, (ii) each Program and Budget described in Section 6.3 until the first proposed quarterly Program and Budget after the first full calendar quarter during which Operations at the Properties have resulted in positive Net Cash Flow, (iii) any proposed Program and Budget thereafter in which Operations have not resulted in positive Net Cash Flow for the period covered by the previous Program and Budget, and (iv) proposed Programs and Budgets for any Expansion or Modification of Operations, each Member, by notice to the Management Committee within twenty ten (2010) calendar days after the final vote adopting such a Program and Budget, and notwithstanding its vote concerning adoption of a that Program and Budget, a Participant may elect to participate in the approved Program and Budget: (i) in proportion to its respective Participating Ownership Interest, ; (ii) in some lesser amount than its respective Participating Ownership Interest, ; or (iii) not at all. In case of an election under SUBSECTION 9.5(A)(II(ii) or (III)iii) above, its Participating that Member’s Ownership Interest shall be recalculated as provided in SUBSECTION 9.5(B) Section 6.6.2 below, with dilution effective as of the first day of the Program Period for the adopted Program and Budget. If a Participant Member fails to so notify the Management Committee of the extent to which it elects to participate, the Participant Member shall be deemed to have elected to contribute to such Program and Budget in proportion to its respective Participating Ownership Interest as of the beginning of the Program Period. (b) With respect to each subsequent proposed Program and Budget to which Subsection 6.6.1(a) does not apply, neither Member shall be required to make any contribution to the capital of the Company, except for contributions approved unanimously by the Management Committee, and with respect to such Programs and Budgets, recalculation of Ownership Interests will be determined by the Management Committee. 6.6.2 If a Participant Member elects pursuant to Section 6.6.1(a) to contribute to an adopted Program and Budget some lesser amount than in proportion to its respective Participating Ownership Interest, or not at all, and the other Participant Member elects to fund all or any portion of the deficiency, the Participating Ownership Interest of the Reduced Participant Member shall be provisionally recalculated as follows: (i) for an election made before Payout, by dividing: (Aa) the sum of (1) the amount credited to the Reduced Participant's Member’s Equity Account with respect to its Initial contribution under the Contribution under SECTION 5.2, Agreement; (2) the total of all of the Reduced Participant's Member’s contributions to the Company under SECTION 5.3, Section 6.6.1 or otherwise pursuant to this Agreement; and (3) the amount, if any, the Reduced Participant Member elects to contribute to the adopted current Program and Budget; by (Bb) the sum of (1), (2) and (3) above for both ParticipantsMembers; and then multiplying the result by one hundred; or (ii) for an election made after Payout, by reducing its Participating Interest in an amount equal to two times the amount by which it would have been reduced under SUBSECTION 9.5(B)(I) if such election were made before Payout. The Participating Ownership Interest of the other Participant Member shall be increased by the amount of the reduction in the Participating Ownership Interest of the Reduced ParticipantMember, and if the other Participant Member elects not to fund the entire deficiency, the Manager shall adjust the Program and Budget to reflect the funds available. (c) 6.6.3 Whenever the Participating Ownership Interests are recalculated pursuant to this SUBSECTION 9.5Section 6.6, (ia) the Equity Accounts of both Participants Members shall be revised to bear the same ratio to each other as their recalculated Participating Ownership Interests; (b) the Schedule of Members shall be amended to reflect the recalculated Ownership Interests; and (iic) the portion of Capital Account attributable to the reduced Participating Ownership Interest of the Reduced Participant Member shall be transferred to the other ParticipantMember.

Election to Participate. (a) By Subject to the provisions of Subsection 9.5(c), by notice to the Management Committee within twenty (20) 20 days after the final vote adopting a Program and Budget, and notwithstanding its vote concerning adoption of a Program and Budget, to the extent a Program and Budget anticipates requiring additional contributions to the capital of the Business (each an “Additional Contribution”), a Participant may elect to participate in the approved Program and BudgetAdditional Contribution: (i) in proportion to its respective Participating Interest, (ii) in some lesser amount than its respective Participating Interest, or (iii) not at all. In case of an election under SUBSECTION 9.5(A)(IISubsection 9.5(a)(ii) or (IIIiii), its Participating Interest shall be recalculated as provided in SUBSECTION 9.5(BSubsection 9.5(b) below, with dilution effective as of the first day of the Program Period for the adopted Program and Budget. If a Participant fails to so notify the Management Committee of the extent to which it elects to participate, the Participant shall be deemed to have elected to contribute to participate in such Program and Budget Additional Contribution in proportion to its respective Participating Interest as of the beginning of the Program Period.. TABLE OF CONTENTS (continued) Page (b) If a Participant elects to contribute to participate in an adopted Program and Budget Additional Contribution in some lesser amount than in proportion to its respective Participating Interest, or not at all, and the other Participant elects to fund all or any portion of the deficiency, the Participating Interest of the Reduced Participant shall be provisionally recalculated as follows: (i) based on a reduction of one percent per full $250,000 increment not contributed. If, for example, the Manager proposed a Program and Budget calling for an election made before PayoutAdditional Contribution by the Reduced Participant of $2,200,000, by dividing: and the Reduced Participant (Awhose then current Participating Interest was 50 percent) the sum of (1) the amount credited elected not to participate at all, the Reduced Participant's Equity Account with respect ’s Participating Interest would automatically decrease by eight percentage points (to 42 percent). If the Manager proposed a Program and Budget calling for expenditures by the Reduced Participant of $3,800,000, and the Reduced Participant (whose then current Participating Interest was 40 percent) elected to participate at a level equivalent to one-half of its Initial Contribution under SECTION 5.2then current Participating Interest, (2) the total of all of the Reduced Participant's contributions under SECTION 5.3, and ’s Participating Interest would automatically decrease by seven percentage points (3) to 33 percent). Subject to the amount, if anyprovisions of Subsection 9.5(e), the Reduced Participant elects to contribute to the adopted Program and Budget; by (B) the sum of (1), (2) and (3) above for both Participants; and then multiplying the result by one hundred; or (ii) for an election made after Payout, by reducing its Participating Interest in an amount equal to two times the amount by which it would have been reduced under SUBSECTION 9.5(B)(I) if such election were made before Payout. The Participating Interest of the other Participant shall be increased by the amount of the reduction in the Participating Interest of the Reduced Participant, and if the other Participant elects not to fund the entire deficiency, the Manager shall adjust the Program and Budget to reflect the funds available. (c) In preparing a Program and Budget and submitting it to the Management Committee, the Manager shall be deemed to have committed to fully funding its share of any Additional Contribution in respect of that Program and Budget and shall not be entitled to elect to participate in that Additional Contribution to a lesser extent or not at all unless and to the extent that (i) the Management Committee unanimously agrees to the contrary; or (ii) as a result of the election by the other Participant not to fund at the full level of its applicable Additional Contribution, the Program and Budget is withdrawn and resubmitted at a lower overall level of funding as provided in Section 9.4. (d) Whenever the Participating Interests are recalculated pursuant to this SUBSECTION Section 9.5, (i) the Equity Accounts of both Participants shall be revised to bear the same ratio to each other as their recalculated Participating Interests; and (ii) the portion of Capital Account attributable to the reduced Participating Interest of the Reduced Participant shall be transferred to the other Participant. (e) In the event that there is more than one Reduced Participant with respect to any particular Program and Budget, then the amount, if any, of the recalculation of Participating Interests shall be adjusted appropriately to take into account the respective levels of reduction in the Additional Contributions of each. TABLE OF CONTENTS (continued) Page

Election to Participate. (a) 1. By notice to the Management Committee within twenty (20) 20 days after the final vote adopting a Program and Budget, and notwithstanding its vote concerning adoption of a Program and Budget, a Participant may elect to participate in the approved Program and Budget: (i) in proportion to its respective Participating Interest, (ii) in some lesser amount than its respective Participating Interest, or (iii) not at all. In case of an election under SUBSECTION 9.5(A)(IISubsection 9.5(a)(ii) or (IIIiii), its Participating Interest shall be recalculated as provided in SUBSECTION 9.5(BSubsection 9.5(b) below, with dilution effective as of the first day of the Program Period for the adopted Program and Budget, provided that such Program and Budget is actually completed. If a Participant fails to so notify the Management Committee of the extent to which it elects to participate, the Participant shall be deemed to have elected to contribute to such Program and Budget in proportion to its respective Participating Interest as of the beginning of the Program Period. (b) 2. If a Participant elects to contribute to an adopted Program and Budget some lesser amount than in proportion to its respective Participating Interest, or not at all, and the other Participant elects to fund all or any portion of the deficiency, the Participating Interest of the Reduced Participant shall be provisionally recalculated as follows: (i) for an election made before Payout, by dividing: (A) the sum of (1) the amount credited to the Reduced Participant's ’s Equity Account with respect to its Initial Contribution under SECTION 5.2Section 5.4(c)(iii), (2) the total amount of all of the Reduced Participant's ’s contributions under SECTION 5.3Section 5.5, and (3) the amount, if any, the Reduced Participant elects to contribute to the adopted Program and Budget; by (B) the sum of (1), (2) and (3) above for both Participants; and then multiplying the result by one hundred; or (ii) for an election made after Payout, by reducing its Participating Interest in an amount equal to two times the amount by which it would have been reduced under SUBSECTION 9.5(B)(ISubsection 9.5(b)(i) if such election were made before Payout. The Participating Interest of the other Participant shall be increased by the amount of the reduction in the Participating Interest of the Reduced Participant, and if the other Participant elects not to fund the entire deficiency, the Manager shall adjust the Program and Budget to reflect the funds available. (c) 3. Whenever the Participating Interests are recalculated pursuant to this SUBSECTION Subsection 9.5, (i) the Equity Accounts of both Participants shall be revised to bear the same ratio to each other as their recalculated Participating Interests; and (ii) the portion of Capital Account attributable to the reduced Participating Interest of the Reduced Participant shall be transferred to the other Participant.

Election to Participate. After TargetSub has acquired the 75% Membership Interest, Member elections to participate in the funding of Programs and Budgets shall be pursuant to the following procedures: (a) By notice to the Management Committee within twenty (20) days after the final vote adopting a Program and Budget, and notwithstanding its vote concerning adoption of a Program and Budget, a Participant Member may elect to participate in the approved Program and Budget: (i) in proportion to its respective Participating Membership Interest, (ii) in some lesser amount than its respective Participating Membership Interest, or (iii) not at all. In case of an election under SUBSECTION 9.5(A)(IISubsections 8.5(a)(ii) or (IIIiii), and the other Member elects to fund all or any portion of the deficiency, its Participating Membership Interest shall be recalculated as provided in SUBSECTION 9.5(BSubsection 8.5(b) below, with dilution effective as of the first day of the Program Period for the adopted Program and Budget. If a Participant Member fails to so notify the Management Committee of the extent to which it elects to participate, the Participant Member shall be deemed to have elected to contribute to such Program and Budget in proportion to its respective Participating Membership Interest as of the beginning of the Program Period. (b) If a Participant Member elects to contribute to an adopted Program and Budget some lesser amount than in proportion to its respective Participating Membership Interest, or not at all, and the other Participant Member elects to fund all or any portion of the deficiency, the Participating Membership Interest of the Reduced Participant Member shall be provisionally recalculated as follows: (i) for an election made before Payout, by dividing: (A) the sum of (1) the amount credited to the Reduced Participant's Member’s Equity Account with respect to its Initial Contribution under SECTION 5.2Section 5.3 or earned Membership Interest pursuant to Section 5.4, (2) the total of all of the Reduced Participant's Member’s contributions under SECTION 5.3Sections 5.10 and 8.5, and (3) the amount, if any, the Reduced Participant Member elects to contribute to the adopted Program and Budget; by (B) the sum of (1), (2) and (3) above for both ParticipantsMembers; and then multiplying the result by one hundred; or (ii) for an election made after Payout, by reducing its Participating Membership Interest in an amount equal to two times the amount by which it would have been reduced under SUBSECTION 9.5(B)(ISubsection 8.5(b)(i) if such election were made before Payout. The Participating Membership Interest of the other Participant Member shall be increased by the amount of the reduction in the Participating Membership Interest of the Reduced ParticipantMember, and if the other Participant Member elects not to fund the entire deficiency, the Manager shall adjust the Program and Budget to reflect the funds available. (c) Whenever the Participating Membership Interests are recalculated pursuant to this SUBSECTION 9.5Subsection 8.5, (i) the Equity Accounts of both Participants Members shall be revised to bear the same ratio to each other as their recalculated Participating Membership Interests; and (ii) the portion of Capital Account attributable to the reduced Participating Membership Interest of the Reduced Participant Member shall be transferred to the other ParticipantMember.

Election to Participate. Except where TCM bears all operating and financing costs of the Joint Venture pursuant to Section 6.5(a)(ii), the following provisions shall apply with respect to adopted Programs and Budgets. (a) By notice to the Management Committee within twenty (20) 20 days after the final vote adopting a Program and Budget, and notwithstanding its vote concerning adoption of a Program and Budget, a JV Participant may elect to participate in the approved Program and Budget: : (i) in proportion to its respective Participating Interest. If USE elects to participate in proportion to its respective Participating Interest, USE may request that TCM bear the initial cost and receive reimbursement of such amount, plus interest at a rate to be agreed upon by the Parties, out of production. The election to bear such initial costs is within the sole discretion of TCM, which shall accept or deny the request within 10 Business Days of the request by USE, and is subject to the Parties’ agreement on the interest rate to be applied to such amounts borne by TCM hereunder; (ii) in some lesser amount than its respective Participating Interest, or or (iii) not at all. . (b) In case of an election under SUBSECTION 9.5(A)(IISections 9.4(a)(ii) or (III9.4(a)(iii), its Participating Interest shall be recalculated as provided in SUBSECTION 9.5(BSection 9.4(c) below, with dilution effective as of the first day of the Program Period for the adopted Program and Budget. If a JV Participant fails to so notify the Management Committee of the extent to which it elects to participate, the JV Participant shall be deemed to have elected to contribute to such Program and Budget in proportion to its respective Participating Interest as of the beginning of the Program Period. (bc) If a JV Participant elects to contribute to an adopted Program and Budget some lesser amount than in proportion to its respective Participating Interest, or not at all, and the other JV Participant elects to fund all or any portion of the deficiency, the Participating Interest of the Reduced Participant shall be provisionally recalculated as follows: (i) for an election made before Payout, by dividing: (A) the sum of (1) the amount credited to the Reduced Participant's Equity Account with respect to its Initial Contribution under SECTION 5.2, (2) the total of all of the Reduced Participant's ’s contributions under SECTION 5.3Section 8.3(b), and (32) the amount, if any, the Reduced Participant elects to contribute to the adopted Program and Budget; Budget by (B) the sum of (1), (2) and (32) above for both Participants; , and then multiplying the result by one hundred; or (ii) for an election made after Payout, by reducing its Participating Interest in an amount equal to two times the amount by which it would have been reduced under SUBSECTION 9.5(B)(ISection 9.4(a)(i) if such election were made before Payout. The Participating Interest of the other JV Participant shall be increased by the amount of the reduction in the Participating Interest of the Reduced reduced JV Participant, and if the other JV Participant elects not to fund the entire deficiency, the Manager shall adjust the Program and Budget to reflect the funds available. (cd) Whenever the Participating Interests are recalculated pursuant to this SUBSECTION 9.5Section 9.4, (i) the Equity Accounts of both JV Participants shall be revised to bear the same ratio to each other as their recalculated Participating Interests; and (ii) the portion of Capital Account attributable to the reduced Participating Interest of the Reduced reduced JV Participant shall be transferred to the other JV Participant.

Election to Participate. (a) By notice to the Management Committee (a "Non-Contribution Notice") within twenty (20) 20 days after the final vote adopting a Program and Budget, and notwithstanding its vote concerning adoption of a Program and Budget, Member (a Participant "Non-Contributing Member") may elect to participate in the approved contribute to such Program and Budget: (i) in proportion to its respective Participating Interest, (ii) Budget in some lesser amount than in accordance with its respective Participating Interest, or (iii) may elect not at all. In case of an election under SUBSECTION 9.5(A)(II) or (III), its Participating Interest shall be recalculated as provided in SUBSECTION 9.5(B) below, with dilution effective as of the first day of the Program Period for the adopted to contribute any amount to such Program and Budget. If a Participant fails Member does not timely provide a Non-Contribution Notice to so notify the Management Committee of the extent to which it elects to participateCommittee, the Participant such Member shall be deemed to have elected to contribute to such the Program and Budget in proportion to its respective Participating Interest as of the beginning of the period covered by the Program Periodand Budget. The difference, if any, between the amount that the Non-Contributing Member would otherwise be required to contribute in accordance with its Interest and the amount, if any, that the Non-Contributing Member elects or is deemed to elect to contribute, is referred to as the "Underfunded Amount." (b) If a Participant elects to contribute to an adopted Program and Budget some lesser amount than in proportion to its respective Participating Interest, or not at allNon-Contributing Member timely delivers a Non-Contribution Notice, and the other Participant elects Member has or is deemed to fund have elected to contribute its proportion amount to the Program and Budget in accordance with its Interest, such other Member (the "Contributing Member") shall have the right (but not the obligation) to elect by notice to the Non-Contributing Member delivered within 10 days after its receipt of the Non-Contribution Notice, to contribute all or any portion (an "Excess Contribution") of the deficiencyUnderfunded Amount to such Program and Budget. (a) If a Non-Contributing Member delivers a Non-Contribution Notice and the Contributing Member does not elect to contribute the entire Underfunded Amount, the Participating Interest of the Reduced Participant shall be provisionally recalculated as follows: (i) for an election made before Payout, by dividing: (A) the sum of (1) the amount credited to the Reduced Participant's Equity Account with respect to its Initial Contribution under SECTION 5.2, (2) the total of all of the Reduced Participant's contributions under SECTION 5.3, and (3) the amount, if any, the Reduced Participant elects to contribute to the adopted Program and Budget; by (B) the sum of (1), (2) and (3) above for both Participants; and then multiplying the result by one hundred; or (ii) for an election made after Payout, by reducing its Participating Interest in an amount equal to two times the amount by which it would have been reduced under SUBSECTION 9.5(B)(I) if such election were made before Payout. The Participating Interest of the other Participant shall be increased by the amount of the reduction in the Participating Interest of the Reduced Participant, and if the other Participant elects not to fund Manager or its Affiliate is the entire deficiencyContributing Member, the Manager shall adjust the Program and Budget to reflect the funds available. (c) Whenever extent the Participating Interests are recalculated pursuant Manager reasonably deems necessary to this SUBSECTION 9.5take into account the reduced contributions, (i) the Equity Accounts of both Participants shall be revised to bear the same ratio to each other as their recalculated Participating Interests; and (ii) if the portion Member that is not the Manager or an Affiliate of Capital Account attributable the Manager is the Contributing Member, the Representatives of that Member shall adjust the Program and Budget to the extent such Representatives reasonably deem necessary to take into account the reduced Participating Interest of contributions. The Program and Budget as adjusted under this Section 6.5(d) shall replace the Reduced Participant shall be transferred to Program and Budget previously adopted by the other ParticipantManagement Committee for the Program and Budget period.

Election to Participate. (a) By notice to the Management Committee within twenty (20) days after the final vote adopting a Program and Budget, and notwithstanding its vote concerning adoption of a Program and Budget, a Participant may elect to participate in the approved Program and Budget: (i) in proportion to its respective Participating Interest, (ii) in some lesser amount than its respective Participating Interest, or (iii) not at all. In case of an election under SUBSECTION 9.5(A)(IISubsection 9.5(a)(ii) or (IIIiii), its Participating Interest shall be recalculated as provided in SUBSECTION 9.5(BSubsection 9.5(b) below, with dilution effective as of the first day of the Program Period for the adopted Program and Budget. If a Participant fails to so notify the Management Committee of the extent to which it elects to participate, the Participant shall be deemed to have elected to contribute to such Program and Budget in proportion to its respective Participating Interest as of the beginning of the Program Period.; (b) If a Participant elects to contribute to an adopted Program and Budget some lesser amount than in proportion to its respective Participating Interest, or not at all, and the other Participant elects to fund all or any portion of the deficiency, the Participating Interest of the Reduced Participant shall be provisionally recalculated as follows: (i) for an election made before Payout, by dividing: (A) the sum of (1) the amount credited to the Reduced Participant's ’s Equity Account with respect to its Initial Contribution under SECTION 5.2Section 5.1, (2) the total of all of the Reduced Participant's ’s contributions under SECTION 5.3Section 5.2, and (3) the amount, if any, the Reduced Participant elects to contribute to the adopted Program and Budget; by (B) the sum of (1), (2) and (3) above for both Participants; and then multiplying the result by one hundredseventy five percent (75%); or (ii) for an election made after Payout, by reducing its Participating Interest in an amount equal to two times the amount by which it would have been reduced under SUBSECTION 9.5(B)(I) if such election were made before Payout. or The Participating Interest of the other Participant shall be increased by the amount of the reduction in the Participating Interest of the Reduced Participant, and if the other Participant elects not to fund the entire deficiency, the Manager shall adjust the Program and Budget to reflect the funds available. (c) Whenever the Participating Interests are recalculated pursuant to this SUBSECTION Subsection 9.5, (i) the Equity Accounts of both Participants shall be revised to bear the same ratio to each other as their recalculated Participating Interests; and (ii) the portion of Capital Account attributable to the reduced Participating Interest of the Reduced Participant shall be transferred to the other Participant. (d) An illustration of the manner in which adjustment described in Section 9.5 would be effected is as follows: Assuming (i) there are two patties (A and B); (ii) the total amount to be contributed pursuant to an approved Program and Budget is 24,000,000; and (iii) A’s Participating Interest is 25% and B’s Participating Interest is 75%. (iv) the amount in Party A’s Equity Account with respect to its Initial Contribution: *** (v) the amount in Party B’s Equity Account with respect to its Initial Contribution: *** (vi) total of Party A’s contributions under Section 5.2: $2,500,000; (vii) total of Party B’s contributions under Section 5.2: $7,500,000; (viii) A’s contribution to adopted Program: $4,000,000; (ix) B’s contribution to adopted Program: $18,000,000. Then, Party A’s revised Participating Interest would be calculated as follows: *** + $10,000,000 + 22,000,000 = *** x 75% = ***%

Election to Participate. Neither EML nor G8 has any obligation to contribute to any Program and Budget submitted pursuant to this Article IX until RGS has completed its Initial Contribution, Additional Contributions as defined in Section 5.2 (“Additional Contibutions”), and earned its 70% Participating Interest. If RGS has completed its Initial Contribution, Additional Contributions, earned its 70% Participating Interest, and failed to provide a Feasibility Study, RGS shall contribute up to an additional $8,000,000 if required to advance the project pursuant to Section 5.4. The following provisions of this Section 9.5 apply only to Programs and Budgets submitted after RGS has completed its Initial Contribution, Additional Contributions, earned its 70% Participating Interest, and provided a Feasibility Study, or contributed up to an additional $8,000,000 pursuant to Section 5.4. (a) By notice to the Management Committee within twenty (20) days after the final vote adopting a Program and Budget, and notwithstanding its vote concerning adoption of a Program and Budget, a Participant may elect to participate in the approved Program and Budget: (i) in proportion to its respective Participating Interest, (ii) in some lesser amount than its respective Participating Interest, or (iii) not at all. In case of an election under SUBSECTION 9.5(A)(IISubsection 9.5(a)(ii) or (IIIiii), its Participating Interest shall be recalculated as provided in SUBSECTION 9.5(BSubsection 9.5(b) below, with dilution effective as of the first day of the Program Period for the adopted Program and Budget. If a Participant fails to so notify the Management Committee of the extent to which it elects to participate, the Participant shall be deemed to have elected to contribute to such Program and Budget in proportion to its respective Participating Interest as of the beginning of the Program Period. (b) If a Participant elects to contribute to an adopted Program and Budget some lesser amount than in proportion to its respective Participating Interest, or not at all, and one or more of the other Participant elects remaining Participants may elect to fund all or any portion of the deficiency. If more than one Participant elects to fund the deficiency, the electing Participants may do so in proportion to their respective Participating Interests. The Participating Interest of the Reduced Participant shall be provisionally recalculated as follows: (i) for an election made before Payout, by dividing: (A) the sum of (1) the amount credited to the Reduced Participant's ’s Equity Account with respect to its Initial Contribution under SECTION 5.2Section 5.1, (2) the total of all of the Reduced Participant's ’s contributions under SECTION 5.3Section 5.2, and (3) the amount, if any, the Reduced Participant elects to contribute to the adopted Program and Budget; by (B) the sum of (1), (2) and (3) above for both all Participants; and then multiplying the result by one hundred; , or (ii) for an election made after Payout, by reducing its Participating Interest in an amount equal to two times dividing: (A) the sum of (1) the amount credited to the Reduced Participant’s Equity Account with respect to its Initial Contribution under Section 5.1, (2) the total of all of the Reduced Participant’s contributions under Section 5.2, and (3) the amount, if any, the Reduced Participant elects to contribute to the adopted Program and Budget; by which it would have been reduced under SUBSECTION 9.5(B)(I(B) if such election were made before Payoutthe sum of (1), (2) and (3) above for all Participants; and then multiplying the result by one hundred. The Participating Interest of the other Participant Participants shall be increased by the amount of the reduction in the Participating Interest of the Reduced Participant, and if the other Participant elects Participants elect not to fund the entire deficiency, the Manager shall adjust the Program and Budget to reflect the funds available. (c) Whenever the Participating Interests are recalculated pursuant to this SUBSECTION Subsection 9.5, (i) the Equity Accounts of both all Participants shall be revised to bear the same ratio to each other as their recalculated Participating Interests; and (ii) the portion of Capital Equity Account attributable to the reduced Participating Interest of the Reduced Participant shall be transferred to the other ParticipantParticipants.

Election to Participate. (a) By notice to the Management Committee within twenty (20) days after the final vote adopting a Program and Budget, and notwithstanding its vote concerning adoption of a Program and Budget, a Participant may elect to participate in the approved Program and Budget: (i) in proportion to its respective Participating Interest, (ii) in some lesser amount than its respective Participating Interest, or (iii) not at all. In case of an election under SUBSECTION 9.5(A)(IISubsection 9.5(a)(ii) or (IIIiii), its the Participating Interest of such electing Participant shall be recalculated as provided in SUBSECTION 9.5(BSubsection 9.5(b) below, with dilution effective as of the first day of the Program Period for the adopted Program and Budget. If a Participant fails to so notify the Management Committee of the extent to which it elects to participate, the Participant shall be deemed to have elected to contribute to such Program and Budget in proportion to its respective Participating Interest as of the beginning of the Program Period. (b) If a Participant elects to contribute to an adopted Program and Budget some lesser amount than in proportion to its respective Participating Interest, or not at all, and the other Participant elects to fund all or any portion of the deficiency, the Participating Interest of the Reduced Participant shall be provisionally recalculated as follows: (i) for an election made before Payout, by dividing: (A) the sum of (1) the amount credited to the Reduced Participant's Equity Account with respect to its Initial Contribution under SECTION 5.2Section 5.1, (2) the total of all of the Reduced Participant's contributions under SECTION Section 5.3, and (3) the amount, if any, the Reduced Participant elects to contribute to the adopted Program and Budget; by (B) the sum of (1), (2) and (3) above for both Participants; and then multiplying the result by one hundred; or (ii) for an election made after Payout, by reducing its Participating Interest in an amount equal to two times the amount by which it would have been reduced under SUBSECTION 9.5(B)(ISubsection 9.5(b)(i) if such election were made before Payout. The Participating Interest of the other Participant shall be increased by the amount of the reduction in the Participating Interest of the Reduced Participant, and if the other Participant elects not to fund the entire deficiency, the Manager shall adjust the Program and Budget to reflect the funds available. (c) Whenever the Participating Interests are recalculated pursuant to this SUBSECTION Subsection 9.5, (i) the Equity Accounts of both Participants shall be revised to bear the same ratio to each other as their recalculated Participating Interests; and (ii) the portion of Capital Account attributable to the reduced Participating Interest of the Reduced Participant shall be transferred to the other Participant.

Election to Participate. (a) By notice to the Management Committee within twenty (20) 20 days after the final vote adopting a Program and Budget, and notwithstanding its vote concerning adoption of a Program and Budget, a Participant may elect to participate in the approved Program and Budget: (i) in proportion to its respective Participating Interest, ; (ii) in some lesser amount than its respective Participating Interest, ; or (iii) not at all. In case of an election under SUBSECTION 9.5(A)(IIsubsection (ii) or (IIIiii), its Participating Interest shall be recalculated as provided in SUBSECTION 9.5(B) belowSection 9.4(b), with dilution effective as of the first day of the Program Period for the adopted Program and Budget. If a Participant fails to so notify the Management Committee of the extent to which it elects to participate, the Participant shall be deemed to have elected to contribute to such Program and Budget in proportion to its respective Participating Interest as of the beginning of the Program Period. (b) If a Participant elects to contribute to an adopted Program and Budget some lesser amount than in proportion to its respective Participating Interest, or not at all, and the other Participant elects to fund all or any portion of the deficiency, the Participating Interest of the Reduced Participant shall be provisionally recalculated as follows: (i) for an election made before Payout, by dividing: (A) the sum of (1) the amount credited to the Reduced Participant's Equity Account with respect to its Initial Contribution under SECTION 5.2Section 5.1, (2) the total of all of the Reduced Participant's contributions under SECTION 5.3Section 5.2, and (3) the amount, if any, the Reduced Participant elects to contribute to the adopted Program and Budget; by (B) the sum of (1), (2) and (3) above for both Participants; and then multiplying the result by one hundred100; or (ii) for an election made after Payout, by reducing its Participating Interest in an amount equal to two one times the amount by which it would have been reduced under SUBSECTION 9.5(B)(ISection 9.4(b)(i) if such election were made before the Payout. The Participating Interest of the other Participant shall be increased by the amount of the reduction in the Participating Interest of the Reduced Participant, and if the other Participant elects not to fund the entire deficiency, the Manager Operator shall adjust the Program and Budget to reflect the funds available. (c) Whenever the Participating Interests are recalculated pursuant to this SUBSECTION 9.5, Section 9.4: (i) the Equity Accounts of both Participants shall be revised to bear the same ratio to each other as their recalculated Participating Interests; and (ii) the portion of the Capital Account attributable to the reduced Participating Interest of the Reduced Participant shall be transferred to the other Participant.

Election to Participate. (a) By notice Notice to the Management Committee (a “Non-Contribution Notice”) within twenty (20) days after the final vote adopting a Program and Budget, and notwithstanding its vote concerning adoption of a Program and Budget, Member (a Participant “Non-Contributing Member”) may elect to participate in the approved contribute to such Program and Budget: (i) in proportion to its respective Participating Interest, (ii) Budget in some lesser amount than in accordance with its respective Participating Interest, or (iii) may elect not at all. In case of an election under SUBSECTION 9.5(A)(II) or (III), its Participating Interest shall be recalculated as provided in SUBSECTION 9.5(B) below, with dilution effective as of the first day of the Program Period for the adopted to contribute any amount to such Program and Budget. If a Participant fails Member does not timely provide a Non-Contribution Notice to so notify the Management Committee of the extent to which it elects to participateCommittee, the Participant such Member shall be deemed to have elected to contribute to such the Program and Budget in proportion to its respective Participating Interest as of the beginning of the period covered by the Program Periodand Budget. The difference, if any, between the amount that the Non-Contributing Member would otherwise be required to contribute in accordance with its Interest and the amount, if any, that the Non-Contributing Member elects or is deemed to elect to contribute, is referred to as the “Underfunded Amount.” (b) If a Participant elects to contribute to an adopted Program and Budget some lesser amount than in proportion to its respective Participating Interest, or not at allNon-Contributing Member timely delivers a Non-Contribution Notice, and the other Participant elects Member has or is deemed to fund have elected to contribute its proportion amount to the Program and Budget in accordance with its Interest, such other Member (the “Contributing Member”) shall have the right (but not the obligation) to elect by Notice to the Non-Contributing Member delivered within ten (10) days after its receipt of the Non-Contribution Notice, to contribute all or any portion (an “Excess Contribution”) of the deficiencyUnderfunded Amount to such Program and Budget. (c) If a Non-Contributing Member timely delivers a Non-Contribution Notice, the Participating Interest of each Member shall, subject to Section 6.7, be adjusted, effective as of the Reduced Participant shall be provisionally recalculated beginning of the period covered by the Program and Budget, to equal a fraction, expressed as followsa percentage: (i) for an election made before Payout, by dividing: the numerator of which equals: (A) the sum of (1) the amount credited to the Reduced Participant's Equity Account with respect to its Initial Contribution under SECTION 5.2, (2) the total of all Contributed Capital of the Reduced Participant's contributions under SECTION 5.3, Member as of the beginning of the period covered by the Program and Budget; plus (3B) the amount, if any, that the Reduced Participant elects Member has agreed to contribute to the adopted Program and BudgetBudget before considering any Excess Contribution; by plus (BC) if the sum of (1)Member is a Contributing Member, (2) the Excess Contribution, if any, that the Contributing Member has agreed to contribute to the Program and (3) above for both ParticipantsBudget with respect to the Underfunded Amount; and then multiplying the result by one hundred; orand (ii) the denominator of which equals the sum of the amounts calculated under Section 6.6(c)(i) above for an election made after Payout, by reducing its Participating Interest in an amount equal all Members. Limited Liability Company Operating Agreement of Alaska Gold Torrent LLC: Page 31 (d) If a Non-Contributing Member delivers a Non-Contribution Notice and the Contributing Member does not elect to two times contribute the amount by which it would have been reduced under SUBSECTION 9.5(B)(Ientire Underfunded Amount: (i) if such election were made before Payout. The Participating Interest of the other Participant shall be increased by Manager or its Affiliate is the amount of the reduction in the Participating Interest of the Reduced Participant, and if the other Participant elects not to fund the entire deficiencyContributing Member, the Manager shall adjust the Program and Budget to reflect the funds available. (c) Whenever extent the Participating Interests are recalculated pursuant Manager reasonably deems necessary to this SUBSECTION 9.5, (i) take into account the Equity Accounts of both Participants shall be revised to bear the same ratio to each other as their recalculated Participating Interestsreduced contributions; and (ii) if the portion Member that is not the Manager or an Affiliate of Capital Account attributable the Manager is the Contributing Member, the Representatives of that Member shall adjust the Program and Budget to the extent such Representatives reasonably deem necessary to take into account the reduced Participating Interest of contributions. The Program and Budget as adjusted under this Section 6.6(d) shall replace the Reduced Participant shall be transferred to Program and Budget previously adopted by the other ParticipantManagement Committee for the Program and Budget period.

Election to Participate. (a) By notice to the Management Committee within twenty (20) days after the final vote adopting a Program and Budget, and notwithstanding its vote concerning adoption of a Program and Budget, a Participant Member may elect to participate in the approved Program and Budget: (i) in proportion to its respective Participating Ownership Interest, (ii) in some lesser amount than its respective Participating Ownership Interest, or (iii) not at all. In case of an election under SUBSECTION 9.5(A)(IISubsection 10.5(a)(ii) or (IIIiii), its Participating Ownership Interest shall be recalculated as provided in SUBSECTION 9.5(BSubsection 10.5(b) below, with dilution effective as of the first day of the Program Period for the adopted Program and Budget. If a Participant Member fails to so notify the Management Committee of the extent to which it elects to participate, the Participant Member shall be deemed to have elected to contribute to such Program and Budget in proportion to its respective Participating Ownership Interest as of the beginning of the Program Period. (b) If a Participant Member elects to contribute to an adopted Program and Budget some lesser amount than in proportion to its respective Participating Ownership Interest, or not at all, and the other Participant Member elects to fund all or any portion of the deficiency, the Participating Ownership Interest of the Reduced Participant Member shall be provisionally recalculated as follows: (i) for an election made before Payout, by dividing: (A) the sum of (1) the amount credited to the Reduced Participant's Member’s Equity Account with respect to its Initial Contribution under SECTION 5.2Section 3.1, (2) the total of all of the Reduced Participant's Member’s contributions to the Company under SECTION 5.3Subsection 10.5(a) or otherwise pursuant to this Agreement, and (3) the amount, if any, the Reduced Participant Member elects to contribute to the adopted current Program and Budget; by (B) the sum of (1), (2) and (3) above for both ParticipantsMembers; and then multiplying the result by one hundred; or (ii) for an election made after Payout, by reducing its Participating Ownership Interest in an amount equal to two one times the amount by which it would have been reduced under SUBSECTION 9.5(B)(ISubsection 10.5(b)(i) if such election were made before Payout; and (iii) subject to Subsection 4.2(c)(iii), in no event shall GPXM’s Ownership Interest be reduced to less than twenty percent (20%) at any time prior to commencement of Commercial Production (except in the event of an adjustment under Subsection 4.2(c)(ii), in which case, in no event shall GPXM’s Ownership Interest be reduced to less than its then existing Ownership Interest prior to commencement of Commercial Production during the 12 month extension period referenced therein), with no further dilution under this Subsection 10.5(b) until Commercial Production is achieved, despite its election not to contribute to a Program and Budget. The Participating Ownership Interest of the other Participant Member shall be increased by the amount of the reduction in the Participating Ownership Interest of the Reduced ParticipantMember, and if the other Participant Member elects not to fund the entire deficiency, the Manager shall adjust the Program and Budget to reflect the funds available. (c) Whenever the Participating Ownership Interests are recalculated pursuant to this SUBSECTION 9.5Section, (i) the Equity Accounts of both Participants Members shall be revised to bear the same ratio to each other as their recalculated Participating Ownership Interests; (ii) the Schedule of Members shall be amended to reflect the recalculated Ownership Interests; and (iiiii) the portion of Capital Account attributable to the reduced Participating Ownership Interest of the Reduced Participant Member shall be transferred to the other ParticipantMember.