Common use of Elimination of Minority Interest Clause in Contracts

Elimination of Minority Interest. (a) A Reduced Participant whose Recalculated Participating Interest becomes less than ten percent (10%) shall be deemed to have withdrawn from the Business and shall relinquish its entire Participating Interest free and clear of any Encumbrances arising by, through or under the Reduced Participant, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A or to which the Participants have agreed. Such relinquished Participating Interest shall be deemed to have accrued automatically to the other Participant. The Reduced Participant's Capital Account shall be transferred to the remaining Participant. The Reduced Participant shall have the right to receive ten percent (10%) of Net Proceeds, if any, to a maximum amount of seventy percent (70%) of the Reduced Participant's Equity Account balance as of the effective date of the withdrawal. Upon receipt of such amount, and subject to SECTION 6.4, the Reduced Participant shall thereafter have no further right, title, or interest in the Assets or under this Agreement, and the tax partnership established by EXHIBIT C shall dissolve pursuant to PARAGRAPH 4.2 OF EXHIBIT C. In such event, the Reduced Participant shall execute and deliver an appropriate conveyance of all of its right, title and interest in the Assets to the remaining Participant. (b) The relinquishment, withdrawal and entitlements for which this SECTION provides shall be effective as of the effective date of the recalculation under SECTIONS 9.5 or 10.5. However, if the final adjustment provided under SECTION 9.6 for any recalculation under SECTION 9.5 results in a Recalculated Participating Interest of ten percent (10%) or more: (i) the Recalculated Participating Interest shall be deemed, effective retroactively as of the first day of the Program Period, to have automatically revested; (ii) the Reduced Participant shall be reinstated as a Participant, with all of the rights and obligations pertaining thereto; (iii) the right to Net Proceeds under SUBSECTION 6.3(A) shall terminate; and (iv) the Manager, on behalf of the Participants, shall make any necessary reimbursements, reallocations of Products, contributions and other adjustments as provided in SUBSECTION 9.6(D). Similarly, if such final adjustment under SECTION 9.6 results in a Recalculated Participating Interest for either Participant of less than ten percent (10%) for a Program Period as to which the provisional calculation under SECTION 9.5 had not resulted in a Participating Interest of less than ten percent (10%), then such Participant, at its election within thirty (30) days after notice of the final adjustment, may contribute an amount resulting in a revised final adjustment and resultant Recalculated Participating Interest of ten percent (10%). If no such election is made, such Participant shall be deemed to have withdrawn under the terms of SUBSECTION 6.3(A) as of the beginning of such Program Period, and the Manager, on behalf of the Participants, shall make any necessary reimbursements, reallocations of Products, contributions and other adjustments as provided in SUBSECTION 9.6(D), including of any Net Proceeds to which such Participant may be entitled for such Program Period.

Elimination of Minority Interest. (a) A Reduced Participant whose Recalculated Participating Interest becomes less than ten percent (10%) shall be deemed to have withdrawn from the Business and shall relinquish its entire Participating Interest free and clear of any Encumbrances arising by, through or under the Reduced Participant, except any such Encumbrances listed in PARAGRAPH Paragraph 1.1 OF EXHIBIT of Exhibit A or to which the Participants have agreed. Such relinquished Participating Interest shall be deemed to have accrued automatically to the other Participant. The Reduced Participant's Capital Account shall be transferred to the remaining Participant. The Reduced Participant shall have the right to receive ten two percent (102%) of Net ProceedsSmelter Returns, if any, to a maximum amount of seventy percent (70%) of the Reduced Participant's Equity Account balance as of the effective date of the withdrawal. Upon receipt of such amount, and subject to SECTION 6.4, the Reduced Participant shall thereafter have no further right, title, or interest in the Assets or under this Agreement, and the tax partnership established by EXHIBIT C shall dissolve pursuant to PARAGRAPH 4.2 OF EXHIBIT C. In such event, the Reduced Participant shall execute and deliver an appropriate conveyance of all of its right, title and interest in the Assets to the remaining Participant. (b) The relinquishment, withdrawal and entitlements for which this SECTION Section provides shall be effective as of the effective date of the recalculation under SECTIONS 9.5 Sections 8.5 or 10.59.5. However, if the final adjustment provided under SECTION 9.6 Section 8.5 for any recalculation under SECTION 9.5 Section 8.6 results in a Recalculated Participating Interest of greater than ten percent (10%) or more: ): (i) the Recalculated Participating Interest shall be deemed, effective retroactively as of the first day of the Program Period, to have automatically revested; (ii) the Reduced Participant shall be reinstated as a Participant, with all of the rights and obligations pertaining thereto; (iii) the right to Net Proceeds Smelter Returns under SUBSECTION 6.3(ASubsection 5.6(a) shall terminate; and (iv) the Manager, on behalf of the Participants, shall make any necessary reimbursements, reallocations of Products, contributions and other adjustments as provided in SUBSECTION 9.6(DSubsection 8.6(d). Similarly, if such final adjustment under SECTION 9.6 Section 8.6 results in a Recalculated Participating Interest for either Participant of less than ten percent (10%) or less for a Program Period as to which the provisional calculation under SECTION 9.5 Section 8.5 had not resulted in a Participating Interest of less than ten percent (10%)) or less, then such Participant, at its election within thirty (30) days after notice of the final adjustment, may contribute an amount resulting in a revised final adjustment and resultant Recalculated Participating Interest of which is greater than ten percent (10%). If no such election is made, such Participant shall be deemed to have withdrawn under the terms of SUBSECTION 6.3(ASubsection 5.6(a) as of the beginning of such Program Period, and the Manager, on behalf of the Participants, shall make any necessary reimbursements, reallocations of Products, contributions and other adjustments as provided in SUBSECTION 9.6(DSubsection 8.6(d), including of any Net Proceeds Smelter Returns to which such Participant may be entitled for such Program Period.

Elimination of Minority Interest. (a) A Reduced Participant whose Recalculated Participating Upon the Percentage Interest becomes of a Member (the "Withdrawing Member") becoming less than ten percent (10%, the other Members (the "Remaining Members") shall be deemed have the right at any time thereafter to have withdrawn from elect to require that the Business and shall Withdrawing Member relinquish its entire Participating Ownership Interest free and clear of any Encumbrances arising by, through or under the Reduced ParticipantWithdrawing Member, except the Permitted Encumbrances and any such other Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A or to which the Participants Members have agreedagreed in writing. Such relinquished Participating Upon the exercise of such election by the Remaining Members, the provisions of Article 18 shall apply and all the remaining Ownership Interest of the Withdrawing Member shall be deemed to have accrued transferred automatically to the other ParticipantCompany, provided that the Company and the Members may, acting reasonably, agree to structure steps discussed in the foregoing in an alternate manner to ensure tax efficiency. The Reduced Participant's Capital Account shall be transferred Concurrent with the completion of such transfer of the Ownership Interest to the remaining Participant. The Reduced Participant shall have the right to receive ten percent (10%) of Net Proceeds, if any, to a maximum amount of seventy percent (70%) of the Reduced Participant's Equity Account balance as of the effective date of the withdrawal. Upon receipt of such amount, and subject to SECTION 6.4Company, the Reduced Participant Company shall thereafter have no further rightenter into a royalty agreement with the Withdrawing Member in substantially the form of Exhibit E, title, or interest in the Assets or under this Agreement, and the tax partnership established by EXHIBIT C shall dissolve pursuant to PARAGRAPH 4.2 OF EXHIBIT C. In such event, the Reduced Participant shall execute and deliver an appropriate conveyance of all of its right, title and interest in the Assets granting to the remaining Participant. (b) The relinquishment, withdrawal and entitlements for which this SECTION provides shall be Withdrawing Member the Royalty on the Properties effective as of the effective date of relinquishment of the recalculation Withdrawing Member's Ownership Interest. Upon receipt of such royalty agreement in respect of the Royalty signed by the Company, the Withdrawing Member shall thereafter have no further rights, title, interest or claim in or to the Company or the Assets or otherwise under SECTIONS 9.5 this Agreement. (b) In the event that prior to the Remaining Members that are entitled to make an election under this Section 3.4 making such election, the Percentage Interest of the Withdrawing Member rises to 10% or 10.5more, no election may be made under this Section 3.4 unless the Percentage Interest of a Member subsequently becomes less than 10%. (c) For purposes of this Section 3.4, the determination of whether a Member's Percentage Interest has been reduced to less than 10% shall be made on the basis of the provisionally recalculated Percentage Interest provided for under Section 7.6(h) and the Transfer, withdrawal and entitlements provided for in this Section 3.4 shall be effective as of the Dilution Date in each case. However, with respect to the determination of a Member's Percentage Interest pursuant to this Section 3.4(c), if the final adjustment provided for under SECTION 9.6 for any recalculation under SECTION 9.5 Section 7.8 thereafter results in a Recalculated Participating recalculated Percentage Interest of ten percent (10%) % or more: (i) the Recalculated Participating Withdrawing Member's recalculated Percentage Interest shall be deemedshall, effective retroactively as of the first last day of the Program Period, be deemed to have automatically revested; , (ii) the Reduced Participant such Member shall otherwise be reinstated as a ParticipantMember, with all of the rights and obligations pertaining thereto; (iii) the right to Net Proceeds Royalty (if any) vested under SUBSECTION 6.3(Athe terms of Section 3.4(a) shall terminate; and (iv) the Manager, on behalf Board of the Participants, Managers shall make any necessary such adjustments to the Capital Account, reimbursements, reallocations of Productsproduction, contributions and other adjustments as provided in SUBSECTION 9.6(D). Similarlyare necessary so that, if such final adjustment under SECTION 9.6 results to the extent possible, each Member shall be placed in a Recalculated Participating Interest for either Participant of less than ten percent (10%) for a Program Period as to which position it would have been in had the provisional calculation under SECTION 9.5 had not resulted adjusted and recalculated Percentage Interests been in a Participating Interest of less than ten percent (10%), then such Participant, at its election within thirty (30) days after notice of effect throughout the final adjustment, may contribute an amount resulting in a revised final adjustment and resultant Recalculated Participating Interest of ten percent (10%). If no such election is made, such Participant shall be deemed to have withdrawn under the terms of SUBSECTION 6.3(A) as of the beginning of such Program Period, and . The Members shall complete the Manager, on behalf of the Participants, shall make any necessary reimbursements, reallocations of Products, contributions and other adjustments as provided transactions described in SUBSECTION 9.6(D)this Section 3.4(c) in an efficient manner, including by way of any Net Proceeds to which such Participant may be entitled for such Program Periodrescission if permitted by Applicable Law.

Elimination of Minority Interest. (a) A Reduced Participant whose Recalculated Participating Interest becomes less than ten percent (10%) % shall be deemed to have withdrawn from the Business and shall relinquish its entire Participating Interest Interest, free and clear of any Encumbrances arising by, through or under the Reduced Participant, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A or to which the both Participants have agreed. Such relinquished Participating Interest shall be deemed to have accrued automatically to the other Participant. The Reduced Participant's Capital Account shall be transferred to the remaining Participant. The Reduced Participant shall have the right to receive ten percent a 5.0% Net profit interest royalty (10%) of Net Proceedsthe “NPI Royalty”), if any, to a maximum amount of seventy percent (70%) of the Reduced Participant's Equity Account balance as of the effective date of the withdrawal. Upon receipt of such amount, and subject to SECTION 6.4, the Reduced Participant shall thereafter have no further right, title, or interest in the Assets or under this Agreement, and the tax partnership established by EXHIBIT C shall dissolve pursuant to PARAGRAPH 4.2 OF EXHIBIT accordance with Schedule C. In such event, the The Reduced Participant shall execute and deliver an appropriate conveyance of all of its right, title and interest in the Assets to the remaining Participant. (b) . The relinquishment, withdrawal and entitlements for which this SECTION Section 6.3 provides shall be effective as of the effective date of the recalculation under SECTIONS 9.5 Sections 9.4 or 10.5. However, if the final adjustment provided under SECTION 9.6 Section 9.5 for any recalculation under SECTION 9.5 Section 9.4 results in a Recalculated Participating Interest of ten percent (10%) % or more: (i) the Recalculated Participating Interest shall be deemed, effective retroactively as of the first day of the Program Period, to have automatically revested; (ii) the Reduced Participant shall be reinstated as a Participant, with all of the rights and obligations pertaining thereto; (iii) the right to Net Proceeds a NIP Royalty under SUBSECTION 6.3(Athis Section 6.3(a) shall terminate; and (iv) the ManagerOperator, on behalf of the Participants, shall make any necessary reimbursements, reallocations of Products, contributions and other adjustments as provided in SUBSECTION 9.6(DSection 9.4(d). Similarly, if such final adjustment as provided under SECTION 9.6 Section 9.5 results in a Recalculated Participating Interest for either Participant of less than ten percent (10%) % for a Program Period as to which the provisional calculation under SECTION Section 9.5 had not resulted in a Participating Interest of less than ten percent (10%), then such Participant, at its election within thirty (30) 30 days after notice of the final adjustment, may contribute an amount resulting in a revised final adjustment and resultant Recalculated Participating Interest of ten percent (10%). If no such election is made, such Participant shall be deemed to have withdrawn under the terms of SUBSECTION 6.3(ASection 6.3(a) as of the beginning of such Program Period, and the ManagerOperator, on behalf of the Participants, shall make any necessary reimbursements, reallocations of Products, contributions and other adjustments as provided in SUBSECTION 9.6(DSection 9.6(d), including of any Net Proceeds NIP Royalty to which such Participant may be entitled for such Program Period.

Elimination of Minority Interest. (a) A Reduced Participant Member whose Recalculated Participating Membership Interest becomes less than ten percent (10%) % shall be deemed to have withdrawn from the Business Company and shall relinquish its entire Participating Membership Interest free and clear of any Encumbrances arising by, through or under the Reduced ParticipantMember, except any such Permitted Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A or to which the Participants Members have agreed. Such relinquished Participating Membership Interest shall be deemed to have accrued automatically to the other ParticipantMember. The Reduced Participant's Member’s Capital Account shall be transferred to the remaining ParticipantMember. The Reduced Participant shall have the right to receive ten percent (10%) of Net ProceedsThereafter, if any, to a maximum amount of seventy percent (70%) of the Reduced Participant's Equity Account balance as of the effective date of the withdrawal. Upon receipt of such amount, and subject to SECTION 6.4Section 5.13, the Reduced Participant Member shall thereafter have no further right, title, or interest in the Assets Company or under this Agreement, and the tax partnership established by EXHIBIT C shall dissolve pursuant to PARAGRAPH 4.2 OF EXHIBIT C. . In such event, the Reduced Participant Member shall execute and deliver an appropriate conveyance of all of its right, title and interest in the Assets Company to the remaining ParticipantMember. The Reduced Member shall, however, have the right to receive 5% of Net Proceeds, if any, upon the then-existing Company Properties and Operations up to an amount equal to the Reduced Member’s Equity Account balance as of the effective date of the withdrawal, such royalty payment to run with title to the then-existing Company Properties, and the Members hereby agreeing to execute such documents as shall be necessary to evidence such intent. Such royalty shall be paid quarterly, if there are no Continuing Liabilities or other continuing obligations of the Reduced Member which are not then current; if there are unpaid Continuing Liabilities or other continuing obligations to the Company or other Member outstanding at the time of any otherwise scheduled quarterly payment, the 5% Net Proceeds payment shall not be made to the Reduced Member, but shall be made to the remaining Member or the Company at the choosing of the remaining Member. (b) The relinquishment, withdrawal and entitlements for which this SECTION Section provides shall be effective as of the effective date of the recalculation under SECTIONS 9.5 Sections 8.5 or 10.59.5. However, if the final adjustment provided under SECTION 9.6 Section 8.6 for any recalculation under SECTION 9.5 Section 8.5 results in a Recalculated Participating Membership Interest of ten percent (10%) % or more: (i) the Recalculated Participating Membership Interest shall be deemed, effective retroactively as of the first day of the Program Period, to have automatically revested; (ii) the Reduced Participant Member shall be reinstated as a ParticipantMember, with all of the rights and obligations pertaining thereto; (iii) the right to Net Proceeds under SUBSECTION 6.3(ASubsection 5.12(a) shall terminate; and (iv) the Manager, on behalf of the ParticipantsMembers, shall make any necessary reimbursements, reallocations of Products, contributions and other adjustments as provided in SUBSECTION 9.6(DSubsection 8.6(d). Similarly, if such final adjustment under SECTION 9.6 Section 8.6 results in a Recalculated Participating Membership Interest for either Participant Member of less than ten percent (10%) % for a Program Period as to which the provisional calculation under SECTION 9.5 Section 8.5 had not resulted in a Participating Membership Interest of less than ten percent (10%), then such ParticipantMember, at its election within thirty (30) days after notice of the final adjustment, may contribute an amount resulting in a revised final adjustment and resultant Recalculated Participating Membership Interest of ten percent (10%). If no such election is made, such Participant Member shall be deemed to have withdrawn under the terms of SUBSECTION 6.3(ASubsection 5.12(a) as of the beginning of such Program Period, and the Manager, on behalf of the ParticipantsMembers, shall make any necessary reimbursements, reallocations of Productsreallocations, contributions and other adjustments as provided in SUBSECTION 9.6(DSubsection 8.6(d), including of any Net Proceeds to which such Participant Member may be entitled for such Program Period.

Elimination of Minority Interest. (a) A Reduced Participant whose Recalculated 6.4.1 Upon the reduction of its Participating Interest becomes less than ten to fifteen percent (1015%) or less, by other than default under Subsection 6.3.2 or by COMPANY making its election under Subsection 5.2.3.2(iii) , a Participant shall be deemed to have withdrawn from the Business Venture and shall relinquish its entire Participating Interest Interest, free and clear of any Encumbrances arising by, through or under the Reduced that Participant, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A or to which the Participants have agreed. Such relinquished Participating Interest shall be deemed to have accrued automatically to the other Participant. The Reduced Participant's Capital Account shall be transferred to the remaining Participant. The Reduced Participant shall have the right to receive ten percent (10%) of Net Proceeds, if any, to a maximum amount of seventy percent (70%) of the Reduced Participant's Equity Account balance as of the effective date of the withdrawal. Upon receipt of such amount, and subject to SECTION 6.4, the Reduced Participant shall thereafter have no further right, title, or interest in the Assets or under this Agreement, and the tax partnership established by EXHIBIT C shall dissolve pursuant to PARAGRAPH 4.2 OF EXHIBIT C. In such event, the Reduced Participant shall execute and deliver an appropriate conveyance of all of its right, title and interest in the Assets to the remaining Participant. (b) The relinquishment, withdrawal and entitlements for which this SECTION provides shall be effective as of the effective date of the recalculation under SECTIONS 9.5 or 10.5. However, if the final adjustment provided under SECTION 9.6 for any recalculation under SECTION 9.5 results in a Recalculated Participating Interest of ten percent (10%) or more: (i) the Recalculated Participating Interest shall be deemed, effective retroactively as of the first day of the Program Period, to have automatically revested; (ii) the Reduced diluted Participant shall be reinstated converted to a 2% Net Smelter Returns royalty, as a Participant, with all of the rights and obligations pertaining thereto; (iii) the right defined in Exhibit E. 6.4.2 if any Participant fails to Net Proceeds under SUBSECTION 6.3(A) shall terminate; and (iv) the Manager, on behalf of the Participants, shall make any necessary reimbursements, reallocations of Products, contributions and other adjustments as provided in SUBSECTION 9.6(D). Similarly, if such final adjustment under SECTION 9.6 results participate in a Recalculated Participating Interest Program and Budget for either Participant of less than ten percent two (10%2) for a consecutive Program Period as to which the provisional calculation under SECTION 9.5 had not resulted in a Participating Interest of less than ten percent (10%)and Budget periods, then such Participant, at its election within thirty (30) days after notice of the final adjustment, may contribute an amount resulting in a revised final adjustment and resultant Recalculated Participating Interest of ten percent (10%). If no such election is made, such non-participating Participant shall be deemed to have withdrawn from the Venture and shall relinquish its entire Participating Interest, free and clear of any Encumbrances arising by, through or under that Participant. Such relinquished Participating Interest shall be deemed to have accrued automatically to the terms of SUBSECTION 6.3(A) as of the beginning of such Program Periodother Participant, and the Manager, on behalf interest of the Participantsnon-participating Participant shall be converted to a 2% Net Smelter Returns royalty, as defined in Exhibit E. 6.4.3 if any Participant fails to participate in the first Program and Budget which includes in whole or in part Development or Mining, then the non-participating Participant shall make any necessary reimbursementsbe deemed to have withdrawn from the Venture and shall relinquish its entire Participating Interest, reallocations of Products, contributions free and other adjustments as provided in SUBSECTION 9.6(D), including clear of any Encumbrances arising by, through or under that Participant. Such relinquished Participating Interest shall be deemed to have accrued automatically to the other Participant, and the interest of the non-participating Participant shall be converted to a 2% Net Proceeds Smelter Returns royalty, as defined in Exhibit E. If a Participant forfeits its Participating Interest then any decision to which place the Properties into production shall be at the sole discretion of the other Participant, and if the Properties is in or is placed into production, the non-forfeiting Participant shall have the unfettered right to suspend, curtail or terminate any such Participant operation as it in its sole discretion may be entitled for such Program Perioddetermine.

Elimination of Minority Interest. (a) A Reduced Participant whose Recalculated Participating Interest becomes less than ten five percent (105%) shall be deemed to have withdrawn from the Business and shall relinquish its entire Participating Interest free and clear of any Encumbrances arising by, through or under the Reduced Participant, except any such Encumbrances listed in PARAGRAPH Paragraph 1.1 OF EXHIBIT of Exhibit A or to which the Participants have agreed. Such relinquished Participating Interest shall be deemed to have accrued automatically to the other Participant. The Reduced Participant's ’s Capital Account shall be transferred to the remaining Participant. The Reduced Participant shall have the right to receive ten five percent (105%) of Net Proceeds, if any, to a maximum amount of seventy fifty percent (7050%) of the Reduced Participant's ’s Equity Account balance as of the effective date of the withdrawal. Upon receipt of such amount, and subject to SECTION Section 6,3(b) and Section 6.4, the Reduced Participant shall thereafter have no further right, title, or interest in the Assets or under this Agreement, and the tax partnership established by EXHIBIT C shall dissolve pursuant to PARAGRAPH 4.2 OF EXHIBIT C. . In such event, the Reduced Participant shall execute and deliver an appropriate conveyance of all of its right, title and interest in the Assets to the remaining Participant. (b) The relinquishment, withdrawal and entitlements entitlement for which this SECTION Section provides shall be effective as of the effective date of the recalculation under SECTIONS Sections 9.5 or 10.5. However, if the final adjustment provided under SECTION Section 9.6 for any recalculation under SECTION Section 9.5 results in a Recalculated Participating Interest of ten five percent (105%) or more: (i) the Recalculated Participating Interest shall be deemed, effective retroactively as of the first day of the Program Period, to have automatically revested; (ii) the Reduced Participant shall be reinstated as a Participant, with all of the rights and obligations pertaining thereto; (iii) the right to Net Proceeds under SUBSECTION 6.3(ASubsection 6.3(a) shall terminate; and (iv) the Manager, on behalf of the Participants, shall make any necessary reimbursements, reallocations of Products, contributions and other adjustments as provided in SUBSECTION 9.6(DSubsection 9.6(d). Similarly, if such final adjustment under SECTION Section 9.6 results in a Recalculated Participating Interest for either Participant of less than ten five percent (105%) for a Program Period as to which the provisional calculation under SECTION Section 9.5 had not resulted in a Participating Interest of less than ten five percent (105%), then such Participant, at its election within thirty (30) days after notice of the final adjustment, may contribute an amount resulting in a revised final adjustment and resultant Recalculated Participating Interest of ten five percent (105%). If no such election is made, such Participant shall be deemed to have withdrawn under the terms of SUBSECTION 6.3(ASubsection 6.3(a) as of the beginning of such Program Period, and the Manager, on behalf of the Participants, shall make any necessary reimbursements, reallocations of Products, contributions and other adjustments as provided in SUBSECTION 9.6(DSubsection 9.6(d), including of any Net Proceeds to which such Participant may be entitled for such Program Period.

Elimination of Minority Interest. (a) A Reduced Participant whose Recalculated Participating Interest becomes less than ten percent (10%) shall be deemed to have withdrawn from the Business and shall relinquish its entire Participating Interest free and clear of any Encumbrances arising by, through or under the Reduced Participant, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A the Disclosure Schedule or to which the Participants have agreedManagement Committee has approved pursuant to this Agreement. Such relinquished Participating Interest shall be deemed to have accrued automatically to the other Participant. The Reduced Participant's ’s capital account as determined in accordance with the provisions of Article IV of the Tax Exhibit (“Capital Account Account”) shall transfer to the other Participant, and the tax partnership established under the Tax Exhibit shall be transferred liquidated in accordance with Paragraph 4.2 of the Tax Exhibit. If the Reduced Participant’s Recalculated Participating Interest is reduced to less than ten percent (10%) other than by reason of a default by the remaining Participant. The Reduced Participant under Section 10.3, the Reduced Participant shall have the right to receive ten five percent (105%) of Net Proceeds, if any, to a maximum amount of seventy one hundred percent (70100%) of the Reduced Participant's ’s Equity Account balance as of the effective date of the withdrawal. If the Reduced Participant’s Participating Interest is reduced to less than ten percent (10%) as the result of its default under Section 10.3, the Reduced Participant shall have the right to received five percent (5%) of Net Proceeds, if any, to a maximum amount of fifty percent (50%) of the Reduced Participant’s Equity Account balance as of the effective date of such withdrawal. Upon receipt of such amount, and subject to SECTION Section 6.4, the Reduced Participant shall thereafter have no further right, title, or interest in the Assets or under this Agreement, and the tax partnership established by EXHIBIT C shall dissolve pursuant to PARAGRAPH 4.2 OF EXHIBIT C. . In such event, the Reduced Participant shall execute and deliver an appropriate conveyance of all of its right, title and interest in the Assets to the remaining Participant. (b) The relinquishment, withdrawal and entitlements for which this SECTION Section provides shall be effective as of the effective date of the recalculation under SECTIONS Sections 9.5 or 10.5. However, if the final adjustment provided under SECTION 9.6 Section 9.7 for any recalculation under SECTION Section 9.5 results in a Recalculated Participating Interest of ten percent (10%) or more: (i) the Recalculated Participating Interest shall be deemed, effective retroactively as of the first day of the Program Period, to have automatically revested; (ii) the Reduced Participant shall be reinstated as a Participant, with all of the rights and obligations pertaining thereto; (iii) the right to Net Proceeds under SUBSECTION 6.3(ASubsection 6.3(a) shall terminate; and (iv) the Manager, on behalf of the Participants, shall make any necessary reimbursements, reallocations of Products, contributions and other adjustments as provided in SUBSECTION 9.6(DSubsection 9.7(d). Similarly, if such final adjustment under SECTION 9.6 Section 9.7 results in a Recalculated Participating Interest for either Participant of less than ten percent (10%) for a Program Period as to which the provisional calculation under SECTION Section 9.5 had not resulted in a Participating Interest of less than ten percent (10%), then such Participant, at its election within thirty (30) days after notice of the final adjustment, may contribute an amount resulting in a revised final adjustment and resultant Recalculated Participating Interest of greater than ten percent (10%). If no such election is made, such Participant shall be deemed to have withdrawn under the terms of SUBSECTION 6.3(ASubsection 6.3(a) as of the beginning of such Program Period, and the Manager, on behalf of the Participants, shall make any necessary reimbursements, reallocations of Products, contributions and other adjustments as provided in SUBSECTION 9.6(DSubsection 9.7(d), including of any Net Proceeds to which such Participant may be entitled for such Program Period.

Elimination of Minority Interest. (a) A Reduced Participant whose Recalculated Participating Upon the reduction of its Percentage Interest becomes to an amount that is equal to or less than ten five percent (105%), a Member (the “Resigning Member”) shall be deemed to have withdrawn resigned from the Business Company as a Member under Section 18-306(2) of the Act and shall relinquish to have relinquished its entire Participating Membership Interest. Subject to Section 5.6(b), the Resigning Member shall be entitled to no consideration whatsoever for its Membership Interest, other than an economic right to continue to receive payments of Products in kind from the Company at the times that Products are distributed or sold to the remaining Members in the Company and in the aggregate amounts that such Resigning Member would have received as distributions or sales from the Company pursuant to Section 10.2 (based on the Percentage Interest of the Resigning Member at the time of the resignation) if the Resigning Member had remained a Member in the Company, but only until the Resigning Member has received aggregate payments or Products in kind after the date of such resignation equal to the sum of (i) the Resigning Member’s Capital Account as of the date of such resignation, plus (ii) interest at a rate of LIBOR, plus three percent (3%) on the outstanding amount that remains unpaid under clause (i) above from the date of the resignation until the date paid. Payment in kind of Products to such Person shall be credited to such deferred payment obligation based on the Spot Price of Products delivered to the Resigning Member after the date of the resignation. Upon any such resignation, the Resigning Member shall take such action as the other Member may request to evidence the relinquishment to the Company of its entire Membership Interest, free and clear of any Encumbrances arising by, through or under the Reduced Participant, except any Resigning Member. Any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A or to which the Participants have agreed. Such relinquished Participating Interest shall be deemed to have accrued automatically to the other Participant. The Reduced Participant's Capital Account shall be transferred to the remaining Participant. The Reduced Participant shall have the right to receive ten percent (10%) of Net Proceeds, if any, to a maximum amount of seventy percent (70%) of the Reduced Participant's Equity Account balance as of the effective date of the withdrawal. Upon receipt of such amount, and subject to SECTION 6.4, the Reduced Participant shall thereafter have no further right, title, or interest in the Assets or resignation under this Agreement, and Section 5.6 shall not relieve the tax partnership established by EXHIBIT C shall dissolve pursuant to PARAGRAPH 4.2 OF EXHIBIT C. In such event, the Reduced Participant shall execute and deliver an appropriate conveyance of all resigning Member of its rightobligations under Section 5.5 (whether any liability with respect thereto accrues before or after such resignation) arising out of Operations conducted prior to such resignation. AMENDED AND RESTATED LLC AGREEMENT OF EUREKA MOLY, title and interest in the Assets to the remaining Participant. LLC – Page 23 (b) The relinquishmentIf POS-Minerals is the Resigning Member under Section 5.6(a), withdrawal and entitlements for which this SECTION provides shall be effective as of the effective date of the recalculation under SECTIONS 9.5 or 10.5. However, if the final adjustment provided under SECTION 9.6 for any recalculation under SECTION 9.5 results in a Recalculated Participating Interest of ten percent (10%) or more: (i) the Recalculated Participating Interest shall be deemed, effective retroactively as of the first day of the Program Period, Resigning Member may elect to have automatically revested; (ii) the Reduced Participant shall be reinstated as a Participant, with all of the rights and obligations pertaining thereto; (iii) the convert its right to Net Proceeds payment in kind of Products under SUBSECTION 6.3(ASection 5.6(a) shall terminate; and to the Nevada Moly NSR Royalty by delivering written notice (ivan “NSR Election Notice”) the Manager, on behalf of the Participants, shall make any necessary reimbursements, reallocations of Products, contributions and other adjustments as provided in SUBSECTION 9.6(D). Similarly, if such final adjustment under SECTION 9.6 results in a Recalculated Participating Interest for either Participant of less than ten percent (10%) for a Program Period as election to which the provisional calculation under SECTION 9.5 had not resulted in a Participating Interest of less than ten percent (10%), then such Participant, at its election Nevada Moly within thirty (30) days after notice the date of such resignation. Upon receipt of the final adjustmentNSR Election Notice, may contribute Nevada Moly shall execute and deliver to POS-Minerals an agreement whereby it will irrevocably agree to pay to POS-Minerals an amount resulting in (the “Nevada Moly NSR Royalty”) equal to the product of (i) an amount expressed as a revised final adjustment and resultant Recalculated Participating percentage, the numerator of which equals the Percentage Interest of ten percent (10%). If no such election is made, such Participant shall be deemed to have withdrawn under the terms of SUBSECTION 6.3(A) as Resigning Member at the time of the beginning delivery of such Program Periodits NSR Election Notice, and the Managerdenominator of which equals five (5); multiplied by (ii) the amount of any gross revenue received by Nevada Moly or any of its Affiliates, on behalf successors or assigns, from the sale of Products produced in Operations and distributed to Nevada Moly; divided by (iii) the Percentage Interest of Nevada Moly and its Affiliates in the Company. The Nevada Moly NSR Royalty shall be paid monthly within thirty (30) days after the end of the Participantsmonth during which any gross revenue is received by Nevada Moly or any of its Affiliates. Nevada Moly shall cause General Moly to be jointly and severally liable for the Nevada Moly NSR Royalty, but the Company shall make not have any necessary reimbursementsliability or responsibility therefor, reallocations and the Nevada Moly NSR Royalty shall not constitute an Encumbrance on any of Products, contributions and other adjustments as provided in SUBSECTION 9.6(D), including the Assets or Properties of any Net Proceeds to which such Participant may be entitled for such Program Periodthe Company.

Elimination of Minority Interest. (a) A At such time as a Reduced Participant whose Participant’s Recalculated Participating Interest becomes less than drops to ten percent (10%) or less, the Participants hereby agree that with no further action being required on the part of either Participant, (i) the Reduced Participant shall be automatically deemed to have withdrawn from the Business Venture and shall relinquish its entire Participating Interest free and clear of any Encumbrances arising by, through or under the Reduced Participant, except any such Encumbrances listed in PARAGRAPH Paragraphs 1.1 OF EXHIBIT A of Exhibit A-1 or Exhibit A-2 or to which the Participants have agreed. Such agreed (ii) such relinquished Participating Interest shall be deemed to have accrued automatically to the other Participant. The Reduced Participant's Capital Account shall be transferred to the remaining Participant. The Reduced Participant shall have the right to receive ten percent and (10%iii) of Net Proceeds, if any, to a maximum amount of seventy percent (70%) of the Reduced Participant's Equity Account balance ’s Recalculated Participating Interest shall automatically be converted to a one percent (1%) gross royalty on future production from the Properties as of the effective date of the withdrawalcalculated in accordance with Exhibit E (“Gross Royalty”). Upon receipt of In such amountevent, and (x) subject to SECTION 6.4Section 6.4 , the Reduced Participant shall thereafter have no further right, title, or interest in the Assets or under this Agreement, and (y) the tax partnership established by EXHIBIT Exhibit C shall dissolve pursuant to PARAGRAPH Paragraph 4.2 OF EXHIBIT C. In such event, of Exhibit C and (z) the Reduced Participant shall execute and deliver an appropriate conveyance of all of its right, title and interest in the Assets to the remaining ParticipantParticipant or its assigns as identified at such time. (b) The relinquishment, withdrawal and entitlements for which this SECTION Section provides shall be effective as of the effective date of the recalculation under SECTIONS Sections 9.5 or 10.5. However, if the final adjustment provided under SECTION Section 9.6 for any recalculation under SECTION Section 9.5 results in a Recalculated Participating Interest of more than ten percent (10%) or more: ): (i) the Recalculated Participating Interest shall be deemed, effective retroactively as of the first day of the Program Period, to have automatically revested; (ii) the Reduced Participant shall be reinstated as a Participant, with all of the rights and obligations pertaining thereto; (iii) the any right to Net Proceeds Gross Royalty under SUBSECTION 6.3(ASubsection 6.3(a) shall terminate; and (iv) the Manager, on behalf of the Participants, shall make any necessary reimbursements, reallocations of Products, contributions and other adjustments as provided in SUBSECTION 9.6(D)Subsection 9.6(d) . Similarly, if such final adjustment under SECTION Section 9.6 results in a Recalculated Participating Interest for either Participant of less than ten percent (10%) or less for a Program Period as to which the provisional calculation under SECTION Section 9.5 had not resulted in a Participating Interest of less than ten percent (10%)) or less, then such Participant, at its election within thirty (30) days after notice Notice of the final adjustment, may contribute an amount resulting in a revised final adjustment and resultant Recalculated Participating Interest of more than ten percent (10%). If no such election is made, such Participant shall be deemed to have withdrawn under the terms of SUBSECTION 6.3(ASubsection 6.3(a) as of the beginning of such Program Period, and the Manager, on behalf of the Participants, shall make any necessary reimbursements, reallocations of Products, contributions and other adjustments as provided in SUBSECTION 9.6(D)Subsection 9.6(d) , including of any Net Proceeds to which such Participant may be entitled for such Program Period. (c) a Participant may elect, as provided in and Section 9.5 , to limit its contributions to an adopted Program and Budget (without regard to its vote on adoption of the Program and Budget) by not contributing at all to an adopted Program and Budget. For clarity, a Participant may not elect to partially contribute, but must elect to either fully contribute or not contribute at all to an adopted Program and Budget.

Elimination of Minority Interest. (a) A Reduced Participant Member whose Recalculated Participating Ownership Interest becomes less than ten twenty five percent (1025%) shall be deemed to have withdrawn from the Business Company and shall relinquish its entire Participating Ownership Interest free and clear of any Encumbrances arising by, through or under the Reduced ParticipantMember, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A or to which the Participants -------------------------- Members have agreed. Such relinquished Participating Ownership Interest shall be deemed to have accrued automatically to the other ParticipantMember. The Reduced ParticipantMember's Capital Account shall be transferred to the remaining ParticipantMember. The Reduced Participant Member shall have the right to receive ten a one and a quarter percent (101.25%) of Net ProceedsSmelter Royalty, if any, to a maximum amount of seventy percent (70%) of the Reduced Participant's Equity Account balance as of the effective date of the withdrawalresignation. Upon receipt of such amount, and subject to SECTION 6.4, the Reduced Participant Member shall thereafter have no further right, title, or interest interesting the Assets, in the Assets Company or under this Agreement, and the tax partnership established by EXHIBIT C shall --------- dissolve pursuant to PARAGRAPH 4.2 OF EXHIBIT C. In such event, the Reduced Participant -------------------------- Member shall execute and deliver an appropriate conveyance of all of its any right, title and interest the Reduced Member may have in the Assets to the remaining ParticipantMember. (b) The relinquishment, withdrawal resignation and entitlements for which this SECTION Section provides shall be effective as of the effective date of the recalculation under SECTIONS 9.5 10.5 or 10.511.5. However, if the final adjustment provided -------------- ---- under SECTION 9.6 10.6 for any recalculation under SECTION 9.5 10.5 results in a ------------- ------------ Recalculated Participating Ownership Interest of ten twenty five percent (1025%) or more: (i) the Recalculated Participating Ownership Interest shall be deemed, effective retroactively as of the first day of the Program Period, to have automatically revested; (ii) the Reduced Participant Member shall be reinstated as a ParticipantMember, with all of the rights and obligations pertaining thereto; (iii) the right to Net Proceeds Smelter Royalty under SUBSECTION 6.3(A4.4(A) shall terminate; ---------------- and (iv) the Manager, on behalf of the ParticipantsMembers, shall make any necessary reimbursements, reallocations of Products, contributions and other adjustments as provided in SUBSECTION 9.6(D10.6(D). Similarly, if such final ----------------- adjustment under SECTION 9.6 10.6 results in a Recalculated Participating Ownership Interest ------------ for either Participant Member of less than ten twenty five percent (1025%) for a Program Period as to which the provisional calculation under SECTION 9.5 10.5 had not ------------ resulted in a Participating an Ownership Interest of less than ten twenty five percent (1025%), then such ParticipantMember, at its election within thirty (30) days after notice of the final adjustment, may contribute an amount resulting in a revised final adjustment and resultant Recalculated Participating Interest of ten twenty five percent (1025%). If no such election is made, such Participant Member shall be deemed to have withdrawn under the terms of SUBSECTION 6.3(A4.4(A) as of the beginning of ---------------- such Program Period, and the Manager, on behalf of the ParticipantsMembers, shall make any necessary reimbursements, reallocations of Products, contributions and other adjustments as provided in SUBSECTION 9.6(D10.6(D), including of any Net Proceeds ----------------- Smelter Royalty to which such Participant Member may be entitled for such Program Period.

Elimination of Minority Interest. (a) A Reduced Participant whose Recalculated Upon the reduction of a Participant's Participating Interest becomes in an Exploration Area or Production Area to less than ten percent (1015%) , the Participant's Participating Interest in that Area shall be deemed converted as follows: (1) to have withdrawn from the Business and shall relinquish its entire Participating Interest free and clear of any Encumbrances arising by, through or under the Reduced Participant, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A or to which the Participants have agreed. Such relinquished Participating Interest shall be deemed to have accrued automatically to the other Participant. The Reduced Participant's Capital Account shall be transferred to the remaining Participant. The Reduced Participant shall have the right to receive ten percent (10%) of a 3% Net ProceedsSmelter Returns interest on Products, if any, produced from Properties in such Area that are held as an undivided fee simple estate (including patented mining claims) with no production or other type of royalty, overriding royalty, advance royalty or rental obligation that existed, or was contemplated by agreement to a maximum amount of seventy percent (70%) of arise in the Reduced Participant's Equity Account balance future, as of the effective date of the withdrawal. Upon receipt of such amount, and subject to SECTION 6.4, the Reduced Participant shall thereafter have no further right, title, or interest Earn-in the Assets or under this Agreement, and the tax partnership established by EXHIBIT C shall dissolve pursuant to PARAGRAPH 4.2 OF EXHIBIT C. In such event, the Reduced Participant shall execute and deliver an appropriate conveyance of all of its right, title and interest in the Assets to the remaining Participant. and/or (b) The relinquishment, withdrawal and entitlements for which this SECTION provides shall be effective as of the effective date of the recalculation under SECTIONS 9.5 or 10.5. Howeverto a 1% Net Smelter Returns interest on Products, if the final adjustment provided under SECTION 9.6 for any recalculation under SECTION 9.5 results any, produced from all other Properties in a Recalculated Participating Interest of ten percent (10%) or more: (i) the Recalculated Participating Interest shall be deemed, effective retroactively as of the first day of the Program Period, to have automatically revested; (ii) the Reduced Participant shall be reinstated as a Participant, with all of the rights and obligations pertaining thereto; (iii) the right to Net Proceeds under SUBSECTION 6.3(A) shall terminate; and (iv) the Manager, on behalf of the Participants, shall make any necessary reimbursements, reallocations of Products, contributions and other adjustments as provided in SUBSECTION 9.6(D)such Area. Similarly, if such final adjustment under SECTION 9.6 results in a Recalculated Participating Interest for either Participant of less than ten percent (10%) for a Program Period as to which the provisional calculation under SECTION 9.5 had not resulted in a Participating Interest of less than ten percent (10%), then such Participant, at its election within thirty (30) days after notice of the final adjustment, may contribute an amount resulting in a revised final adjustment and resultant Recalculated Participating Interest of ten percent (10%). If no such election is made, such Such Participant shall be deemed to have withdrawn under transferred to the terms of SUBSECTION 6.3(A) as remaining Participant its Participating Interest in the relevant Area, but this transfer will not include its Participating Interest in the remainder of the beginning Properties. Such transfer will be without cost and free and clear of royalties, liens, or other encumbrances arising by, through or under such transferring Participant, except those royalties and other exceptions to title described in Part 1 of Exhibit A (if any), Section 6.4, this Section 6.5, and those other interests and exceptions to which both Participants have given their written consent after the date of this Agreement. The transferring Participant shall execute and deliver all instruments as may be necessary to effect the transfer of its Participating Interest in the relevant Area. The transfer under this Section 6.5(a) shall not relieve the transferring Participant of its share of liabilities to third persons (whether such accrued before or after such transfer) arising out of Operations conducted on the relevant Area prior to the transfer. The transferring Participant's share of such Program Periodliability shall be equal to its Participating Interest in the relevant Area at the time such liability was incurred. (b) Subject to Section 15.2(k), the Net Smelter Returns interest provided under this Section 6.5 shall be freely transferable by the Participant receiving it notwithstanding any other provisions of this Agreement, and it shall be binding upon and inure to the Manager, on behalf benefit of the Participants, shall make any necessary reimbursements, reallocations of Products, contributions Participants and other adjustments as provided in SUBSECTION 9.6(D), including of any Net Proceeds to which such Participant may be entitled for such Program Periodtheir respective successors and assigns.

Elimination of Minority Interest. (a1. If MGC’s Participating Interest becomes less than 10% MGC shall be deemed to have withdrawn from the Business and to have assigned to Barrick all of its Participating Interest free and clear of any Encumbrances arising by, through or under MGC, except any such Encumbrances listed in Exhibit A or to which the Participants have agreed. Such relinquished Participating Interest shall be deemed to have accrued automatically to Barrick. However, MGC shall be deemed to have reserved a Net Smelter Return Royalty of 2%. The right to receive a Net Smelter Return Royalty under this Subsection 6.2(a) A may be transferred by MGC to any third party. 2. In addition to the provisions of Subsection 6.2(a), a Reduced Participant whose Recalculated Participating Interest becomes less than ten percent (is reduced to 10%) % shall be deemed to have withdrawn from the Business and shall relinquish its entire Participating Interest free and clear of any Encumbrances arising by, through or under the Reduced Participant, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT Exhibit A or to which the Participants have agreed. Such relinquished Participating Interest shall be deemed to have accrued automatically to the other Participant. The Reduced Participant's Capital Account shall be transferred to the remaining Participant. The Reduced Participant shall have the right to receive ten percent (10%) % of Net Proceeds, if any, to a maximum amount of seventy 75% percent (70%) of the Reduced Participant's ’s Equity Account balance as of the effective date of the withdrawal. Upon receipt of such amount, and subject to SECTION 6.4Section 6.3, the Reduced Participant shall thereafter have no further right, title, or interest in the Assets or under this Agreement, and the tax partnership established by EXHIBIT C shall dissolve pursuant to PARAGRAPH 4.2 OF EXHIBIT C. . In such event, the Reduced Participant shall execute and deliver an appropriate conveyance of all of its right, title and interest in the Assets to the remaining Participant. (b) 3. The relinquishment, withdrawal and entitlements for which this SECTION Section provides shall be effective as of the effective date of the recalculation under SECTIONS Sections 9.5 or 10.5. However, if the final adjustment provided under SECTION Section 9.6 for any recalculation under SECTION Section 9.5 results in a Recalculated Participating Interest of ten percent (10%) or more: (i) the Recalculated Participating Interest shall be deemed, effective retroactively as of the first day of the Program Period, to have automatically revested; (ii) the Reduced Participant shall be reinstated as a Participant, with all of the rights and obligations pertaining thereto; (iii) the right right to a Net Smelter Returns Royalty (if applicable) and Net Proceeds under SUBSECTION 6.3(ASubsection 6.2(a) shall terminate; and (iv) the Manager, on behalf of the Participants, shall make any necessary reimbursements, reallocations of Products, contributions and other adjustments as provided in SUBSECTION 9.6(DSubsection 9.6(d). Similarly, if such final adjustment under SECTION Section 9.6 results in a Recalculated Participating Interest for either Participant of less than ten percent (10%) for a Program Period as to which the provisional calculation under SECTION Section 9.5 had not resulted in a Participating Interest of less than ten percent (10%), then such Participant, at its election within thirty (30) days after notice of the final adjustment, may contribute an amount resulting in a revised final adjustment and resultant Recalculated Participating Interest of ten percent (10%)as provided for in Section 9.6. If no such election is made, such Participant shall be deemed to have withdrawn under the terms of SUBSECTION 6.3(ASubsection 6.2(b) as of the beginning of such Program Period, and the Manager, on behalf of the Participants, shall make any necessary reimbursements, reallocations of Products, contributions and other adjustments as provided in SUBSECTION 9.6(DSubsection 9.6(d), including of any Net Proceeds Proceeds, or any Net Smelter Returns (if applicable) to which such Participant may be entitled for such Program Period.

Elimination of Minority Interest. If a Shareholder’s Proportionate Share falls below 5% (a) A Reduced Participant whose Recalculated Participating Interest becomes such Shareholder, a “Minority Shareholder”), the Majority Shareholder shall have the right and option to purchase from the Minority Shareholder all, but not less than ten percent all, of the Minority Shareholder’s Shares (10the “Minority Shares”) and the Minority Shareholder shall be required to Transfer to the Majority Shareholder all of the Minority Shares for the price determined in accordance with this Section 5.3 (the “Purchase Price”). To exercise the purchase right provided for in this Section 5.3, the Majority Shareholders shall deliver to the Minority Shareholder notice of the exercise of its purchase right (the “Elimination Notice”) within 60 days of the Minority Shareholder’s Proportionate Share first falling below 5% (the “Triggering Event”). If the Elimination Notice is not delivered to the Minority Shareholder within 60 after the Triggering Event, then the Majority Shareholder’s right to purchase the Minority Shares pursuant to this Section 5.3 shall expire and shall be of no further force or effect. The Purchase Price will be determined as follows: Within 10 days of the Minority Shareholder’s receipt of the Elimination Notice, the Majority Shareholder and the Minority Shareholder shall each propose a price for the Minority Shares. The Purchase Price will be the average of the prices proposed, unless the difference between the proposed prices is greater than 20%) . If the difference in the proposed prices is greater than 20%, the Minority Shareholder and the Majority Shareholder shall appoint a mutually acceptable arm’s length firm of recognized business valuators to determine the fair market value of the Minority Shares, which fair market value will be deemed to be the Purchase Price. If within 20 days of the Minority Shareholder’s receipt of the Elimination Notice, the Minority Shareholder and the Majority Shareholder cannot agree or have failed to appoint a firm of recognized business valuators, then the Minority Shareholder and the Majority Shareholder shall each appoint an arm’s length firm of recognized business valuators of their choosing to determine the fair market value of the Minority Shares. The average of the fair market value of the Minority Shares determined by the two firms of recognized business valuators shall be deemed to have withdrawn from be the Business Purchase Price. Any purchase and sale of the Minority Shares shall relinquish its entire Participating Interest free and clear of any Encumbrances arising byoccur in accordance with the procedures set out in Section 9.2(d), through or under the Reduced Participantmutatis mutandis, except any such Encumbrances listed in PARAGRAPH 1.1 OF EXHIBIT A or to which that for the Participants have agreed. Such relinquished Participating Interest purposes of “Closing Date” the 30 day period after the expiry of the Acceptance Period shall be deemed to have accrued automatically refer to the other Participant. The Reduced Participant's Capital Account shall be transferred to 30 day period after the remaining Participant. The Reduced Participant shall have the right to receive ten percent (10%) of Net Proceeds, if any, to a maximum amount of seventy percent (70%) determination of the Reduced Participant's Equity Account balance as of the effective date of the withdrawal. Upon receipt of such amount, and subject to SECTION 6.4, the Reduced Participant shall thereafter have no further right, title, or interest in the Assets or under this Agreement, and the tax partnership established by EXHIBIT C shall dissolve pursuant to PARAGRAPH 4.2 OF EXHIBIT C. In such event, the Reduced Participant shall execute and deliver an appropriate conveyance of all of its right, title and interest in the Assets to the remaining ParticipantPurchase Price. (b) The relinquishment, withdrawal and entitlements for which this SECTION provides shall be effective as of the effective date of the recalculation under SECTIONS 9.5 or 10.5. However, if the final adjustment provided under SECTION 9.6 for any recalculation under SECTION 9.5 results in a Recalculated Participating Interest of ten percent (10%) or more: (i) the Recalculated Participating Interest shall be deemed, effective retroactively as of the first day of the Program Period, to have automatically revested; (ii) the Reduced Participant shall be reinstated as a Participant, with all of the rights and obligations pertaining thereto; (iii) the right to Net Proceeds under SUBSECTION 6.3(A) shall terminate; and (iv) the Manager, on behalf of the Participants, shall make any necessary reimbursements, reallocations of Products, contributions and other adjustments as provided in SUBSECTION 9.6(D). Similarly, if such final adjustment under SECTION 9.6 results in a Recalculated Participating Interest for either Participant of less than ten percent (10%) for a Program Period as to which the provisional calculation under SECTION 9.5 had not resulted in a Participating Interest of less than ten percent (10%), then such Participant, at its election within thirty (30) days after notice of the final adjustment, may contribute an amount resulting in a revised final adjustment and resultant Recalculated Participating Interest of ten percent (10%). If no such election is made, such Participant shall be deemed to have withdrawn under the terms of SUBSECTION 6.3(A) as of the beginning of such Program Period, and the Manager, on behalf of the Participants, shall make any necessary reimbursements, reallocations of Products, contributions and other adjustments as provided in SUBSECTION 9.6(D), including of any Net Proceeds to which such Participant may be entitled for such Program Period.

Elimination of Minority Interest. (a) A Reduced Participant whose Recalculated Participating Interest becomes less than ten percent (10%) shall be deemed to have withdrawn from the Business and shall relinquish its entire Participating Interest free and clear of any Encumbrances arising by, through or under the Reduced Participant, except any such Encumbrances listed in PARAGRAPH Paragraph 1.1 OF EXHIBIT of Exhibit A or to which the Participants have agreed. Such relinquished Participating Interest shall be deemed to have accrued automatically to the other Participant. The Reduced Participant's Capital Account shall be transferred to the remaining Participant. The Reduced Participant shall have the right to receive ten two percent (102%) of Net ProceedsSmelter Returns, if any, to a maximum amount of seventy percent (70%) of the Reduced Participant's Equity Account balance as of the effective date of the withdrawal. Upon receipt of such amount, and subject to SECTION 6.4, the Reduced Participant shall thereafter have no further right, title, or interest in the Assets or under this Agreement, and the tax partnership established by EXHIBIT C shall dissolve pursuant to PARAGRAPH 4.2 OF EXHIBIT C. In such event, the Reduced Participant shall execute and deliver an appropriate conveyance of all of its right, title and interest in the Assets to the remaining Participant.22326.88636.CGB.2507236.2 (b) The relinquishment, withdrawal and entitlements for which this SECTION Section provides shall be effective as of the effective date of the recalculation under SECTIONS 9.5 Sections 8.5 or 10.59.5. However, if the final adjustment provided under SECTION 9.6 Section 8.5 for any recalculation under SECTION 9.5 Section 8.6 results in a Recalculated Participating Interest of greater than ten percent (10%) or more: ): (i) the Recalculated Participating Interest shall be deemed, effective retroactively as of the first day of the Program Period, to have automatically revested; (ii) the Reduced Participant shall be reinstated as a Participant, with all of the rights and obligations pertaining thereto; (iii) the right to Net Proceeds Smelter Returns under SUBSECTION 6.3(ASubsection 5.6(a) shall terminate; and (iv) the Manager, on behalf of the Participants, shall make any necessary reimbursements, reallocations of Products, contributions and other adjustments as provided in SUBSECTION 9.6(DSubsection 8.6(d). Similarly, if such final adjustment under SECTION 9.6 Section 8.6 results in a Recalculated Participating Interest for either Participant of less than ten percent (10%) or less for a Program Period as to which the provisional calculation under SECTION 9.5 Section 8.5 had not resulted in a Participating Interest of less than ten percent (10%)) or less, then such Participant, at its election within thirty (30) days after notice of the final adjustment, may contribute an amount resulting in a revised final adjustment and resultant Recalculated Participating Interest of which is greater than ten percent (10%). If no such election is made, such Participant shall be deemed to have withdrawn under the terms of SUBSECTION 6.3(ASubsection 5.6(a) as of the beginning of such Program Period, and the Manager, on behalf of the Participants, shall make any necessary reimbursements, reallocations of Products, contributions and other adjustments as provided in SUBSECTION 9.6(DSubsection 8.6(d), including of any Net Proceeds Smelter Returns to which such Participant may be entitled for such Program Period.

Elimination of Minority Interest. (a) A Reduced Participant whose Recalculated Participating Interest becomes less than ten percent (10%) shall be deemed to have withdrawn from the Business and shall relinquish its entire Participating Interest free and clear of any Encumbrances arising by, through or under the Reduced Participant, except any such Encumbrances listed in PARAGRAPH Paragraph 1.1 OF EXHIBIT of Exhibit A or to which the Participants have agreed. Such relinquished Participating Interest shall be deemed to have accrued automatically to the other Participant. The Reduced Participant's Capital Account shall be transferred to the remaining Participant. The Reduced Participant shall thereafter have the right to receive ten two percent (102%) of Net ProceedsReturns, if any, to a maximum amount of seventy one hundred percent (70100%) of the Reduced Participant's Equity Account balance as of the effective date of the withdrawal; provided, further, in the event Products become subject to a government royalty that is equal to or greater than four percent (4%) of Net Returns; then, the Net Returns payable under this Subsection 6.3 (a) shall be reduced from two percent (2%) to one percent (1%). Upon receipt of such amount, and subject to SECTION Section 6.4, the Reduced Participant shall thereafter have no further right, title, or interest in the Assets or under this Agreement, and the tax partnership established by EXHIBIT Exhibit C shall dissolve pursuant to PARAGRAPH Paragraph 4.2 OF EXHIBIT of Exhibit C. In such event, the Reduced Participant shall execute and deliver an appropriate conveyance of all of its right, title and interest in the Assets to the remaining Participant. (b) The relinquishment, withdrawal and entitlements for which this SECTION Section provides shall be effective as of the effective date of the recalculation under SECTIONS Sections 9.5 or 10.5. However, if the final adjustment provided under SECTION Section 9.6 for any recalculation under SECTION Section 9.5 results in a Recalculated Participating Interest of ten percent (10%) or more: (i) the Recalculated Participating Interest shall be deemed, effective retroactively as of the first day of the Program Period, to have automatically revested; (ii) the Reduced Participant shall be reinstated as a Participant, with all of the rights and obligations pertaining thereto; (iii) the right to Net Proceeds Returns under SUBSECTION 6.3(ASubsection 6.3(a) shall terminate; and (iv) the Manager, on behalf of the Participants, shall make any necessary reimbursements, reallocations of Products, contributions and other adjustments as provided in SUBSECTION 9.6(DSubsection 9.6(d). Similarly, if such final adjustment under SECTION Section 9.6 results in a Recalculated Participating Interest for either Participant of less than ten percent (10%) for a Program Period as to which the provisional calculation under SECTION Section 9.5 had not resulted in a Participating Interest of less than ten percent (10%), then such Participant, at its election within thirty (30) days after notice of the final adjustment, may contribute an amount resulting in a revised final adjustment and resultant Recalculated Participating Interest of ten percent (10%). If no such election is made, such Participant shall be deemed to have withdrawn under the terms of SUBSECTION 6.3(ASubsection 6.3(a) as of the beginning of such Program Period, and the Manager, on behalf of the Participants, shall make any necessary reimbursements, reallocations of Products, contributions and other adjustments as provided in SUBSECTION 9.6(DSubsection 9.6(d), including of any Net Proceeds Returns to which such Participant may be entitled for such Program Period.