Common use of Operations by Less Than All Parties Clause in Contracts

Operations by Less Than All Parties. If any party receiving such notice as provided in Article VI.B.1 or VII.D.1 (Option No. 3) elects not to participate in the proposed operation, than in order to be entitled to the benefits of this Article, the party or parties giving the notice and such other parties as shall elect to participate in the operation shall, within ninety (90) days after the expiration of the notice period of thirty (30) days (or as promptly as possible after the expiration of the twenty-four (24) hour period when drilling is on location, as the case may be) actually commence the proposed operation and complete it with due diligence, Operator stall perform all work for the account of the Consenting Parties; provided, however, if no drilling rig or other equipment is en location, and if Operator is a Non-Consenting Party, the Consenting Parties shall either: (a) request Operator to perform the work required by such proposed operation for the account of the Consenting Parties, or (b) designate one (1) of the Consenting Parties as Operator to perform such work. Consenting Parties, when conducting operations on the Contract Area pursuant to this Article VI.B.2., shall comply with all terms and conditions of thus agreement. If less than all parties approve any proposed operation, the proposing party, immediately after the expiration of the applicable notice period, shall advise the Consenting Parties of the total interest of the parties approving such operations and its recommendation as to whether the Consenting Parties should proceed with the operation as proposed. Each Consenting Party, within forty-eight (48) hours (exclusive of Saturday, Sunday and legal holidays) after receipt of such notice, shall advise the proposing party of its desire to (a) limit participation to such party's interest as shown on Exhibit "A" or (b) carry its proportionate part of Non-Consenting Parties' interests and failure to advise the proposing party shall be deemed an election under (a). In the event a drilling rig is on location, the time permitted for such a response shall not exceed a total of twenty-four hours (inclusive of Saturday, Sunday and legal holidays). The proposing party at its election, may withdraw such proposal if there is sufficient participation and shall promptly notify all parties of such decision. The entire cost and risk of conducting such operations shall borne by the Consenting Parties in the proportions they have elected to bear same under the terms of the preceding paragraph. Consenting Parties shall keep the leasehold estates involved in such operations free and clear of all liens and encumbrances of every kind created by or arising from the operations of the Consenting Parties. If such an operation results in a dry hole, the Consenting parties shall plug and abandon the well and restore the surface location at t heir sole cost, risk and expense. If any well drilled, reworked, deepened or plugged back under the provisions of this Article results in a producer of oil and/or gas in paying quantities, the Consenting Parties shall complete and equip the well to produce at their sole cost and risk and the well shall then be turned over to Operator and shall be operated by it at the expense and for the account of the Consenting Parties. Upon commencement of operations for the drilling, reworking, deepening or plugging back of any such well by Consenting Parties in accordance with the provisions of this Article, each Non-Consenting Party shall be deemed to have relinquished to Consenting Parties, and the Consenting Parties shall own and be entitled to receive, is proportion to their respective interests, all of such Non-Consenting Party’s interest in the well and share of production therefrom until the proceeds of the sale of such share, calculated at the well, or market value thereof if such share is not sold, (after deducting production taxes, excise taxes, royalty, overriding royalty and other interests not excepted by Article III.D payable out of or measured by the production from such well accruing with respect to such interest until it reverts) shall equal the total of the following: [*] Designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commission

Operations by Less Than All Parties. If any party receiving such a notice as provided in Article VI.B.1 VI.B.1. or VII.D.1 VII.D.1. (Option No. 32) elects not to participate in the proposed operation, than then, in order to be entitled to the benefits of this Article, the party or parties giving the notice and such the other parties as shall elect electing to participate in the operation shall, within ninety (90) days after the expiration of the notice period of thirty (30) days (or as promptly as possible after the expiration of the twentyforty-four eight (2448) hour period when a drilling rig is on location, as the case may be) actually commence the proposed operation and complete it with due diligence, . Operator stall shall perform all work for the account of the Consenting Parties; provided, however, if no drilling rig or other equipment is en on location, and if Operator is a Non-Consenting Party, the Consenting Parties shall either: (a) request Operator to perform the work required by such the proposed operation for the account of the Consenting Parties, or (b) designate one (1) of the Consenting Parties as Operator to perform such the work. Consenting Parties, when conducting operations on the Contract Area well pursuant to this Article VI.B.2., shall comply with all terms and conditions of thus agreementthis Agreement. If less than all parties approve any proposed operation, the proposing party, immediately after the expiration of the applicable notice period, shall advise the Consenting Parties of the total interest of the parties approving such operations the operation and its recommendation as to whether the Consenting Parties should proceed with the operation as proposed. Each Consenting Party, within forty-eight (48) hours (exclusive of Saturday, Sunday Sunday, and legal holidays) after receipt of such the notice, shall advise the proposing party of its desire to (a) limit participation to such the party's ’s interest as shown on Exhibit "“A" ” or (b) carry its proportionate part of the Non-Consenting Parties' interests ’ interests, and failure to advise the proposing party shall be deemed an election under (a). In the event a drilling rig is on location, the time permitted for such a response shall not exceed a total of twentyforty-four eight (48) hours (inclusive of Saturday, Sunday Sunday, and legal holidays). The proposing party party, at its election, may withdraw such the proposal if there is sufficient insufficient participation and shall promptly notify all parties of such that decision. The entire cost and risk of conducting such the operations shall be borne by the Consenting Parties in the proportions they have elected to bear same under the terms of the preceding paragraph. Consenting Parties shall keep the leasehold estates involved in such the operations free and clear of all liens and encumbrances of every kind created by or arising from the operations of the Consenting Parties. If such an operation results in a dry hole, the Consenting parties Parties shall plug and abandon the well and restore the surface location at t heir their sole cost, risk risk, and expense. If any the well drilled, is reworked, deepened or plugged back under the provisions of this Article and results in a producer of oil Oil and/or gas Gas in paying quantities, the Consenting Parties shall complete and equip the well to produce at their sole cost and risk risk, and the well shall then be turned over to Operator and shall be operated by it at the expense and for the account of the Consenting Parties. Upon On commencement of operations for the drilling, reworking, deepening deepening, or plugging back of any such the well by Consenting Parties in accordance with the provisions of this Article, each Non-Consenting Party shall be deemed to have relinquished to Consenting Parties, and the Consenting Parties shall own and be entitled to receive, is in proportion to their respective interests, all of such the Non-Consenting Party’s interest in the well and share of production therefrom until from the proceeds well (i.e., “pay-to-play”). An election not to participate in the rework or deepening of the sale well shall be deemed an election not to participate in any reworking or plugging back operation proposed in a well, or portion of such shareit, calculated at to which the initial Non-Consent election applied. In the case of any reworking, plugging back, or deeper drilling operation, the Consenting Parties shall be permitted to use, free of cost, all casing, tubing, and other equipment in the well, but the ownership of all that equipment shall remain unchanged; and on abandonment of the well after the reworking, plugging back or market value thereof if deeper drilling, the Consenting Parties shall account for all the equipment to the owners of it, with each party receiving its proportionate part in kind or in value, less cost of salvage. In determining the quantity of Oil and Gas produced during any month, Consenting Parties shall use industry accepted methods such share is as, but not soldlimited to, (after deducting production taxes, excise taxes, royalty, overriding royalty and metering or periodic well tests. Any amount realized from the sale or other interests not excepted disposition of equipment newly acquired in connection with any operation which would have been owned by Article III.D payable out of or measured by a Non-Consenting Party had it participated in the production from such well accruing with respect to such interest until it reverts) operation shall equal be credited against the total unreturned costs of the following: [*] Designates portions work done and of the equipment purchased in determining when the interest of the Non-Consenting Party shall revert to it as provided above; and, if there is a credit balance, it shall be paid to the Non-Consenting Party. The provisions of this document that have Article shall apply to either: (a) as to Article VII.D.1. (Option No. 2), if selected, or (b) as to the reworking, deepening and plugging back of the initial well after it has been omitted pursuant drilled to the depth specified in Article VI.A. if it shall later prove to be a request dry hole or, if initially completed for confidential treatment filed separately with the Commissionproduction, ceases to produce in paying quantities.

Operations by Less Than All Parties. If any party receiving such notice as provided in Article VI.B.1 or VII.D.1 (Option NoVI.B.x. 3) elects not to participate in the proposed operation, than in order and the Operator nevertheless elects to be entitled to go forward with the benefits of this Article, the party or parties giving the notice and such other parties as shall elect to participate in the operation shall, within ninety (90) days after the expiration of the notice period of thirty (30) days (or as promptly as possible after the expiration of the twenty-four (24) hour period when drilling is on location, as the case may be) actually commence the proposed operation and complete it with due diligence, Operator stall perform all work for the account of the Consenting Parties; provided, however, if no drilling rig or other equipment is en location, and if Operator is a Non-Consenting Party, the Consenting Parties shall either: (a) request Operator to perform the work required by such proposed operation for the account of the Consenting Parties, or (b) designate one (1) of the Consenting Parties as Operator to perform such work. Consenting Parties, when conducting operations on the Contract Area pursuant to this Article VI.B.2., shall comply with all terms and conditions of thus agreement. If less than all parties approve any proposed operation, then the proposing partyOperator, immediately after the expiration of the applicable notice period, shall advise the Consenting Parties of the total interest of the parties approving such operations operation and its recommendation as to whether the Consenting Parties should proceed with the operation as proposed. Each Consenting Party, within fortytwenty-eight four (4824) hours (exclusive of Saturday, Sunday and legal holidays) after receipt of such notice, shall advise the proposing party Operator of its desire to (a) limit participation to such party's interest as shown on Exhibit "A" not participate in the proposed operation or (b) carry its proportionate part of Non-Consenting Parties' interests and failure ’ interest. Failure to advise the proposing party shall be deemed an election under (a). In the event a drilling rig is on location, the time permitted for such a response shall not exceed a total of twenty-four hours (inclusive of Saturday, Sunday and legal holidaysb). The proposing party Operator at its election, may withdraw such proposal if there is sufficient insufficient participation and shall promptly notify all parties of such decisiondecision in writing. The If less than all parties elect to participate in the proposed operation, and if the Operator elects to nevertheless go forward with the proposed operation, then (i) the entire cost and risk of conducting such operations shall be borne by the Consenting Parties Parties; and (ii) unless otherwise agreed to in writing by the proportions they have elected Operator, the Non-Consenting Party shall not be permitted to bear same under participate in any proposed operation located within a 640 acre block surrounding the terms of operation in which the preceding paragraph. Non-Consenting Parties shall keep the leasehold estates involved in such operations free and clear of all liens and encumbrances of every kind created by or arising from the operations of the Consenting PartiesParty declined to participate. If such an the operation results in a dry hole, the Consenting parties Parties shall plug and abandon the well and restore the surface location at t heir their sole cost, risk and expense. If any well drilled, reworked, deepened or plugged back under the provisions of this Article results in a producer of oil and/or gas in paying quantities, the Consenting Parties shall complete and equip the well to produce at their sole cost and risk and the well shall then be turned over to Operator and shall be operated by it at the expense and for the account of the Consenting Parties. Upon commencement of operations for the drilling, reworking, deepening or plugging back of any such well by Consenting Parties in accordance with the provisions of this Article, each Non-Consenting Party shall be deemed to have permanently relinquished to Consenting Parties, and the Consenting Parties shall own and be entitled to receive, is in proportion to their respective interests, all of such Non-Consenting Party’s interest in the well and share of production therefrom until and the Non-Consenting Parties shall have no right to any proceeds of the sale of such share, calculated at from the well. Consenting Parties shall be responsible for the payment of all production, or market value thereof if such share is not soldseverance, (after deducting production excise, gathering and other taxes, excise taxes, and all royalty, overriding royalty and other interests burdens applicable to Non-Consenting Party’s share of production not excepted by Article III.D payable out III.D. In the case of any reworking, plugging back or measured by deeper drilling operation, the production from Consenting Parties shall be permitted to use, free of cost, all casing, tubing and other equipment in the well, but the ownership of all such equipment shall remain unchanged; and upon abandonment of a well accruing after such reworking, plugging back or deeper drilling, the Consenting Parties shall account for all such equipment to the owners thereof, with respect to such interest until it reverts) shall equal the total each party receiving its proportionate part in kind or in value, less cost of the following: [*] Designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commissionsalvage.

Operations by Less Than All Parties. If 14.1 The Parties irrevocably agree to undertake the Minimum Work Commitment required by the terms of the Ecopetrol Contract or by the Operating Committee in accordance with this Agreement After satisfying the Minimum Work Commitment, any party receiving such notice as proposal by Operator or a Party to drill an Exploratory or Development Well shall be submitted to the Operating Committee for consideration in the manner provided in Article VI.B.1 or VII.D.1 (Option No3 hereof. 3) elects not Should such a proposal fail to participate in receive the proposed operation, than in order to be entitled to required vote of the benefits of this Article, the party or parties giving the notice and such other parties as shall elect to participate in the operation shallOperating Committee then, within ninety (90) days after the expiration of the notice period of thirty (30) days (or as promptly as possible Days after the expiration Operating Committee votes on such proposal, any Party or Parties desiring to conduct such operations shall give notice in writing to all the Parties of their desire to do so, specifying the twenty-four (24) hour period when drilling is on location, as the case may be) actually commence the proposed operation and complete it with due diligence, Operator stall perform all work for the account of the Consenting Parties; provided, however, if no drilling rig or other equipment is en locationSole Risk Program Description, and if Operator is a Non-Consenting Party, the Consenting Parties shall either: (a) request Operator to perform the work required by such proposed operation for the account of the Consenting Parties, or (b) designate one (1) of the Consenting Parties as Operator to perform such work. Consenting Parties, when conducting operations on the Contract Area pursuant to this Article VI.B.2., shall comply with all terms and conditions of thus agreement. If less than all parties approve any proposed operation, the proposing party, immediately after the expiration of the applicable notice period, shall advise the Consenting Parties of the total interest of the parties approving such operations and its recommendation as to whether the Consenting Parties should proceed with the operation as proposed. Each Consenting Partyeach other Party shall, within forty-eight thirty (4830) hours (exclusive of Saturday, Sunday and legal holidays) Days after receipt of such notice, give notice to all Parties, stating whether or not it desires to join in such operations. Each Party so giving notice that it desires to participate in such operation shall advise be a "Participating Party" for such purpose. If all Parties are Participating Parties, then such operation shall be conducted for the proposing party Joint Account of its the Parties under this Agreement and at such time as may be mutually agreed upon. If any Party receiving said notice of desire to (a) limit participation to such party's interest as shown on Exhibit "A" or (b) carry its proportionate part of Non-Consenting Parties' interests and failure to advise the proposing party shall be deemed an election under (a). In the event a drilling rig is on location, the time permitted for such a response shall not exceed a total of twenty-four hours (inclusive of Saturday, Sunday and legal holidays). The proposing party at its election, may withdraw such proposal if there is sufficient participation and shall promptly notify all parties of such decision. The entire cost and risk of conducting conduct such operations shall borne by notify the Consenting other Parties that it does not desire to join in such operation, or shall fail to give notice to the other Parties in the proportions they have elected to bear same under manner and within the terms of period above provided, then such well or other operation, if drilled or conducted, shall be at the preceding paragraph. Consenting Parties shall keep the leasehold estates involved in such operations free and clear of all liens and encumbrances of every kind created by or arising from the operations of the Consenting Parties. If such an operation results in a dry hole, the Consenting parties shall plug and abandon the well and restore the surface location at t heir sole cost, risk and expense. If any well drilled, reworked, deepened or plugged back under the provisions of this Article results in a producer of oil and/or gas in paying quantities, the Consenting Parties shall complete and equip the well to produce at their sole cost and risk and the well shall then be turned over to Operator and shall be operated by it at the expense and for the account of the Consenting Parties. Upon commencement of operations for the drilling, reworking, deepening or plugging back of any such well by Consenting Parties in accordance with the provisions of this Article, each Non-Consenting Party shall be deemed to have relinquished to Consenting Participating Parties, and in the Consenting Parties shall own and be entitled to receive, is proportion to that their respective interestsParticipating Interests, all bear to the sum of such Non-Consenting Party’s interest in the well and share of production therefrom until the proceeds of the sale of such share, calculated at the well, or market value thereof if such share is not sold, (after deducting production taxes, excise taxes, royalty, overriding royalty and other interests not excepted by Article III.D payable out of or measured by the production from such well accruing with respect to such interest until it reverts) shall equal the total of the following: [*] Designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commissiontheir Participating Interests.

Operations by Less Than All Parties. If any party receiving such to whom appropriate notice is delivered as provided in Article VI.A.1 or VI.B.1 or VII.D.1 (Option No. 3) elects not to participate in the proposed operation, than in order to be entitled to the benefits of this Article, the party or parties giving the notice then Operator and such other parties as shall elect to participate in the proposed operation shall, within no later than ninety (90) days after the expiration of the notice period of thirty fifteen (3015) days (or as promptly as possible practicable after the expiration of the twentyforty-four eight (2448) hour period when a drilling rig is on location, as the case may be) actually commence the proposed operation and complete it with due diligence, . Operator stall shall perform all work for the account of the Consenting Participating Parties; provided. The term “proposed operation” shall include the drilling of any well and the completing, howeverrecompleting, if no drilling rig sidetracking, deepening or other equipment is en location, and if Operator is a Non-Consenting Party, the Consenting Parties shall either: (a) request Operator to perform the work required by such proposed operation for the account reworking of the Consenting Parties, or (b) designate one (1) of the Consenting Parties as Operator to perform such work. Consenting Parties, when conducting operations on the Contract Area pursuant to this Article VI.B.2., shall comply with all terms and conditions of thus agreementany well. If less than all parties approve any party elects not to participate in any proposed operation, the proposing party, immediately non-participating interest will be offered to the Participating Parties on a prorata basis. Immediately after the expiration of the applicable notice period, Operator shall advise the Consenting all Parties of the total interest of the parties approving such operations operation and its recommendation as to whether the Consenting Participating Parties should proceed with the operation as proposed. Each Consenting Participating Party, within forty-eight (48) hours (exclusive of including Saturday, Sunday and legal holidays) after receipt delivery of such notice, shall advise the proposing party Operator of its desire to (ai) limit participation to such party's ’s interest as shown on Exhibit "“A" ” or (bii) carry only its proportionate part (determined by dividing such party’s interest in the Contract Area by the interests of all Participating Parties in the Contract Area) of Non-Participating Parties’ interests, or (iii) carry its proportionate part [determined as provided in (ii)] of Non-Consenting Participating Parties' ’ interest together will all or a portion of its proportionate part of any Non-Participating Parties’ interests and failure that any Participating Party did not elect to take. Failure to advise the proposing party Operator within the time required shall be deemed an election under (ai). In the event a drilling rig is on location, notice may be given by telephone, and the time permitted for such a response shall not exceed a total of twentyforty-four eight (48) hours (inclusive of including Saturday, Sunday and legal holidays). IF A PARTY ELECTS NOT TO PARTICIPATE IN ANY PROPOSED OPERATION, THE NON-PARTICIPATING PARTY SHALL HAVE NO FURTHER RIGHT TO PARTICIPATE UNDER THIS AGREEMENT AS TO ANY UNDEVELOPED ACREAGE AND SHALL FURTHER HAVE NO RIGHT TO PARTICIPATE IN A SUBSEQUENTLY PROPOSED OPERATION AS TO A WELL, FOR WHICH THE COMPLETION, RECOMPLETION, REWORKING, DEEPENING OR SIDETRACKING IS PROPOSED. If such Non-Participating Party has made a prepayment for the completion and equipping of a well and then determines not to participate in the completion of the well, Operator shall promptly refund to such Non-Participating Party who relinquishes its interest at the time a proposed operation is proposed shall have no liability for the plugging of such well or for surface restoration operations and likewise shall forfeit any interest in the well or salvage value therefrom. If all or part of the non-participating interest is not assumed by the remaining Participating Parties, Operator shall be authorized to replace the Non-Participating Party with a Third Party as to any of the non participating interest not taken by participating parties and such Third Party shall be thereafter deemed a Participating Party. The proposing party Non-Participating Party shall reassign to Operator all of the remaining undeveloped acreage and shall also reassign the Operator the proration unit corresponding to the well, the completion, recompletion, reworking, deepening or sidetracking of which is proposed within fifteen (15) calendar days. In the event the Non-Participating Party fails to reassign to Operator all of the remaining undeveloped acreage and/or the proration unit mentioned in the preceding sentence within the fifteen (15) day limitation period provided for herein, Operator shall be deemed the attorney-in-fact for the Non-Participating Party with express authority to execute an assignment of such Non Participating Party’s interest in any undeveloped acreage and/or proration unit to Operator. Operator, at its election, may withdraw such its proposal for an additional operation if there is sufficient less than 100% participation and shall promptly notify all parties of such decisiondecision within ten (10) days, or within twenty four (24) hours if a drilling rig is on location, following expiration of the applicable response period. If 100% subscription to the proposed operation is obtained, either through the existing participants or by the inclusion of a third party or parties, Operator shall promptly notify the Participating Parties of their proportionate interests in the operation and Operator shall commence such operation within the period provided in Article VI.A.1, subject to the same extension right as provided therein. The entire cost and risk of conducting such operations shall be borne by the Consenting Participating Parties in the proportions they have elected to bear same under the terms of the preceding paragraph. Consenting Parties shall keep the leasehold estates involved in such operations free and clear of all liens and encumbrances of every kind created by or arising from the operations of the Consenting Parties. If such an operation results in a dry hole, the Consenting parties shall plug and abandon the well and restore the surface location at t heir sole cost, risk and expense. If any well drilled, reworked, deepened or plugged back under the provisions of this Article results in a producer of oil and/or gas in paying quantities, the Consenting Parties shall complete and equip the well to produce at their sole cost and risk and the well shall then be turned over to Operator and shall be operated by it at the expense and for the account of the Consenting Parties. Upon commencement of operations for the drilling, reworking, deepening or plugging back of any such well by Consenting Parties in accordance with the provisions of this Article, each Non-Consenting Party shall be deemed to have relinquished to Consenting Parties, and the Consenting Parties shall own and be entitled to receive, is proportion to their respective interests, all of such Non-Consenting Party’s interest in the well and share of production therefrom until the proceeds of the sale of such share, calculated at the well, or market value thereof if such share is not sold, (after deducting production taxes, excise taxes, royalty, overriding royalty and other interests not excepted by Article III.D payable out of or measured by the production from such well accruing with respect to such interest until it reverts) shall equal the total of the following: [*] Designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commission.

Operations by Less Than All Parties. If a project (other than the drilling of a well pursuant to Section 22) requires the consent of Participants holding a majority of the Units, Operator shall give the owners of the Working Interest written notice of the proposed project, specifying the work to be performed, the location, proposed depth, objective formation and the estimated cost of the project. The parties receiving such a notice shall have thirty (30) days (except as to reworking where a drilling rig is on location, the period shali be limited to forty-eight (48) hours exclusive of Saturday or Sunday) after receipt of the notice within which to notify the Operator whether they eiect to participate in the cost of the proposed project. Failure of a party receiving such a notice to so reply to it within the period above fixed shall constitute an election by that party not to participate in the cost of the proposed project. If the required consent is obtained, the project shali be commenced. If the required consent is not obtained, the project shall not be commenced; provided, however, if the subject Well is not then producing Products in Paying Quantities and the Operator does not reasonably believe the subject Well will produce Products in Paying Quantities absent performing the project, Operator may, in its sole discretion, plug and abandon such Well and invoice the owners of the Working interest for the costs and expenses of plugging and abandoning such Well. If any party receiving such a notice as provided in Article VI.B.1 or VII.D.1 (Option No. 3) with respect to a project elects not to participate in the proposed operationproject (such party or parties hereinafter referred to as /lNon-Consenting Party") and the required approval is obtained for commencing work on the project, than then in order to be entitled to the benefits of this ArticleSection, the party or parties giving the notice Operator and such other parties as shall elect to participate in the operation shallproject (all such parties being hereafter referred to as the "Consenting Parties") xxxxx, within ninety thirty (9030) days after the expiration of the notice period of thirty (30) days (or as promptly as possible after the expiration of the twenty48-four (24) hour period when where the drilling rig is on location, as the case may be) actually actuaily commence work on the proposed operation project and complete it with due diligence, Operator stall perform all work for the account of the Consenting Parties; provided, however, if no drilling rig or other equipment is en location, and if Operator is a Non-Consenting Party, the Consenting Parties shall either: (a) request Operator to perform the work required by such proposed operation for the account of the Consenting Parties, or (b) designate one (1) of the Consenting Parties as Operator to perform such work. Consenting Parties, when conducting operations on the Contract Area pursuant to this Article VI.B.2., shall comply with all terms and conditions of thus agreement. If less than all parties approve any proposed operation, the proposing party, immediately after the expiration of the applicable notice period, shall advise the Consenting Parties of the total interest of the parties approving such operations and its recommendation as to whether the Consenting Parties should proceed with the operation as proposed. Each Consenting Party, within forty-eight (48) hours (exclusive of Saturday, Sunday and legal holidays) after receipt of such notice, shall advise the proposing party of its desire to (a) limit participation to such party's interest as shown on Exhibit "A" or (b) carry its proportionate part of Non-Consenting Parties' interests and failure to advise the proposing party shall be deemed an election under (a). In the event a drilling rig is on location, the time permitted for such a response shall not exceed a total of twenty-four hours (inclusive of Saturday, Sunday and legal holidays). The proposing party at its election, may withdraw such proposal if there is sufficient participation and shall promptly notify all parties of such decision. The entire cost and risk of conducting such operations shall be borne by the Consenting Parties in the proportions they have elected that their respective interests in the Working Interest bear to bear same under the terms total interests in the Working Interest of the preceding paragraphall Consenting Parties. Consenting Parties shall xxxxx keep the leasehold estates involved in such operations free and clear of all liens and encumbrances of every kind created by or arising from the operations of the Consenting Parties. If such an operation results in a dry hole, the Consenting parties Operator shall plug and abandon the well and restore Well at the surface location at t heir sole cost, risk and expenseexpense of the Consenting Parties. If any well drilled, reworked, deepened or plugged back operation conducted under the provisions of this Article Section results in a producer production of oil and/or gas Products in paying quantitiesCommercial Quantities, the Consenting Parties shall Operator xxxxx complete and equip the well to produce Well or continue operation of the Well, as the case may be, at their sole the sale cost and risk of the Consenting Parties, and the well Well shall then be turned over to Operator and shall be operated by it at the expense and for the account of the Consenting Parties. Upon commencement of operations for the drilling, reworking, deepening or plugging back reworking of any such well the Well by Consenting Parties in accordance with the provisions of this ArticleSection, each Non-Consenting Party shall be deemed to have relinquished to Consenting Parties, and the Consenting Parties shall own and be entitled to receive, is in proportion to their respective interestsinterests (subject to any Operator's lien under Section 7), all of such Non-Consenting Party’s 's interest in the well Well, its leasehold operating rights, and share of production therefrom therefrom, until the proceeds of the sale of such share, calculated at the well, or market value thereof if such share is not sold, (after deducting production taxes, excise taxes, royalty, overriding royalty and other interests not excepted by Article III.D payable out of or measured by the production from such well the Well accruing with respect to such interest until it reverts) shall equal the total of the following: [*] Designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commission:

Operations by Less Than All Parties. If Notwithstanding the foregoing, Operator shall not undertake any single project reasonably estimated to require an expenditure in excess of fifteen thousand dollars ($15,000.00) in the aggregate without the express written consent of the Drilling Parties as their respective interest appear in Annex "I". In the event Operator or other Drilling Party shall elect to drill another well on the Contract Area or to rework, deepen or plug back a dry hole or a well not producing in paying quantities reasonably estimated to require an expenditure in excess of fifteen thousand dollars ($15,000.00) in the aggregate and not otherwise agreed to by the Drilling Parties by separate agreement, shall give the other parties written notice of the proposed operation, specifying the work to be performed, the location, proposed depth, objective formation and the estimated cost of the operation. The parties so notified shall have thirty (30) days after the receipt of the notice within which to notify the party receiving such notice as provided wishing to do the work whether they elect to participate in Article VI.B.1 or VII.D.1 (Option Nothe cost of the proposed operation. 3) elects Failure of a party to reply within the period above fixed shall constitute an election by that party not to participate in the cost of the proposed operation, than . Any telephonic notice shall be confirmed in order to be entitled to the benefits of this Article, the party or parties giving the notice and such other parties as writing within seven (7) days. Operator shall elect to participate in the operation shall, within ninety (90) days after the expiration of the notice period of thirty (30) days (or as promptly as possible after the expiration of the twenty-four (24) hour period when drilling is on location, as the case may be) actually commence the proposed operation and complete it with due diligence, Operator stall perform all work for the account of the Consenting Parties; provided, however, if no drilling rig the Operator (or other equipment is en location, and if an affiliate of Operator vested with title in the Contract Area) is a Non-Consenting Party, the Consenting Parties shall either: (a) request Operator to perform the work required by such proposed operation for the account of the Consenting Parties, or (b) designate one (1) of the Consenting Parties as Operator to perform for the limited purpose of performing such work. Consenting Parties, when conducting Such operations on the Contract Area pursuant to this Article VI.B.2., shall comply be in compliance with all the terms and conditions of thus this agreement. If less than all parties approve any proposed operation, the proposing party, immediately after the expiration of the applicable notice period, shall advise the Consenting Parties of the total interest of the parties approving such operations operation and its recommendation recommendations as to whether the Consenting Parties should proceed with the operation as proposed. Each Consenting Party, within forty-eight (48) hours (exclusive of Saturday, Sunday and legal holidays) after receipt of such notice, Party shall advise the proposing party of its desire to (a) limit participation to such party's interest as shown on Exhibit Annex "AI" (4) or (b) to carry its proportionate part share of Non-Non- Consenting Parties' interests Parties interests, and failure to advise the proposing party shall be deemed an election under (a). In the event a drilling rig is on location, the time permitted for such a response shall not exceed a total of twenty-four hours (inclusive of Saturday, Sunday and legal holidays)to limit participation. The proposing party party, at its election, may withdraw such proposal if there is sufficient insufficient participation and shall promptly notify all parties of such decision. (See Annex "IV" for forfeiture provisions if operations are necessary to continue lease in force or to drill well.) The entire cost and risk of conducting such operations shall be borne by the Consenting Parties in the proportions they have elected to bear same under the terms of the preceding paragraph. Consenting Parties shall keep the leasehold estates involved in such operations free and clear of all liens and encumbrances of every kind created by or arising from the operations of the Consenting PartiesParties and shall hold Non-Consenting Parties harmless from all liabilities resulting therefrom. If such an operation results in a dry hole, the Consenting parties Parties shall plug and abandon the well and restore the surface location at t heir at. their sole cost, risk and expense. If any well drilled, reworked, deepened or plugged back under the provisions of this Article results article VI (C) result in a producer of oil and/or gas in paying quantities, the Consenting Parties shall complete and equip the well to produce at their sole cost and risk and the well shall then be turned over to Operator and shall be operated by it at the expense and for the account of the Consenting PartiesParties in accordance with this agreement, including Article VI (G) dealing with the abandonment of productive xxxxx. Upon commencement of operations for of the drilling, reworking, deepening or plugging back of any such well by Consenting Parties in accordance with the provisions of this Articlesubject well, each Non-Consenting Party shall be deemed to have relinquished to Consenting Parties, and the Consenting Parties shall own and be entitled to receive, is in proportion to their respective interests, all of such Non-Consenting Party’s interest 's Interest in the well and share of production therefrom until therefrom. Each Non-Consenting Party shall then assign to the proceeds Consenting Party, in accordance with their respective interests therein and without warranty of any kind, as to title, or as to quantity, quality or fitness for use of the sale equipment and material, all of such sharetheir interest in the well and its equipment, calculated at free of mortgage or lien, together with their interest in the leasehold estate as to the drilling unit of the well. There shall be no readjustment of interest in the remaining portion of the Contract Area. After the assignment, the Non-Consenting Parties shall have no further responsibility, liability or market value thereof if such share is not sold, (after deducting production taxes, excise taxes, royalty, overriding royalty and other interests not excepted by Article III.D payable out interest in the operation of or measured by the production from the well or the assigned area surrounding said well. All operations conducted under such well accruing with respect Drillsite shall remain subject to such interest until it reverts) shall equal the total of the following: [*] Designates portions terms and provisions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commissionagreement.