Additional Consideration – Initial Well. Buyer shall have an option to participate in the drilling of the Initial Well by paying the Buyer Promoted Interest share of the actual costs of drilling, testing and completing (but not equipping) the Initial Well, as more fully described in Article 10.

Initial Well. Within 120 days of delivery of the final processed/inverted Data from the 3-D Survey, Buyer shall elect either: # to participate in the drilling and completion of and pay, to the extent of the Buyer Promoted Interest, the actual costs of the Initial Well through completion but not equipping for production, the location and drilling objectives thereof which shall be selected at the discretion of Buyer in consultation with Seller; however the disproportionate cost payment shall have a cap of 110% of the agreed AFE costs for the Initial Well (the “Cap”), and Buyer shall only be responsible for the Buyer Working Interest share of any costs in excess of the Cap and Seller shall be responsible for the Seller Working Interest share of any costs in excess of the Cap; or # not to drill the Initial Well in which case Buyer shall retain a Six and Two-Thirds Percent (6 2/3%) Working Interest in the AMI (“Buyer New Interest”), in consideration for paying the Buyer Promoted Interest share of the costs for the 3-D Survey, and reassign a Seven and One-Twelfth Percent (7 1/12%) Working Interest in the AMI to Seller from the Buyer Working Interest. In such event, the Parties shall agree on an initial prospect area, which will include potentially productive acreage in and around the Initial Well location and Buyer will retain 6 2/3% in such initial prospect area. Seller may farm-out or otherwise dispose of the reassigned interest to third parties at its discretion. If Seller farms out at least a 42.5% working interest in the Initial Well, then Buyer shall agree either to participate in the drilling of the Initial Well, to the extent of the Buyer New Interest, or farm out under the same terms that Seller negotiates with a third party or parties. If Buyer participates to the extent of the Buyer New Interest, such participation shall be governed by the terms of the Operating Agreement. If Buyer makes an election pursuant to # above to participate in the drilling and completion of the Initial Well to the extent of the Buyer Promoted Interest share of the costs thereof, then Seller shall provide Buyer an invoice (or cash call) for Buyer’s share of the costs of the Initial Well in the estimated amount of the expense to be incurred during the next succeeding month. Buyer shall fund such invoice (or cash call) within fifteen (15) days upon receipt thereof.

Additional Consideration – Rentals. Buyer shall pay, to the extent of the Buyer Working Interest, the actual costs of all unpaid rentals or current rentals on the Existing Leases, which the Parties determine are high priority, and future rentals on the Existing Leases subsequent to the Closing Date. The Parties shall decide, on a Lease by Lease basis, whether to pay the back rentals due before Closing and extend a Lease or, in the alternative, to take a New Lease or a seismic option.

Additional Consideration – ORRI. Seller shall be entitled to reserve in the assignment to Buyer with respect to the Existing Leases and New Leases acquired after the Closing Date an ORRI, proportionate to the Buyer Working Interest determined as follows:

Additional Consideration by Company. In addition to the Severance, the Company and Employee have agreed to the following consideration on the terms set forth below:

Additional Consideration – Seismic Survey. Buyer shall pay, to the extent of the Buyer Promoted Interest share, the actual costs of the 3-D Survey, as provided for in Article 9.

Additional Consideration – New Leases. Buyer shall pay, to the extent of the Buyer Working Interest, the actual costs of acquiring New Leases including, without limitation, the cost of rentals and broker fees, as provided for in Article 8.

Acknowledgment of Additional Consideration. The Executive acknowledges that the payments described above in paragraph 3 will fully discharge and satisfy the Company's obligations for monies due to Executive by reason of his employment with Company and which constitute valuable consideration for Executive’s release of claims and other promises herein.

Consideration at the Initial Closing. Subject to the terms and conditions hereof, at the Initial Closing in consideration to the Proprietary Information the Purchaser shall issue, allot and deliver to Seller, and Seller shall purchase and receive from the Purchaser, the Initial Closing Shares.

Consideration. In recognition of your past service to the Company, as consideration for the mutual promises and covenants set forth herein, and subject to your continued compliance with the terms and conditions set forth in this Agreement, the Company will provide: