in the event that the Company Assets (net of the Company Liabilities) and the Bandolier Interests are sold prior to the valuation described above, then the determination of the existence of a Shortfall and Petro’s obligation to fund a Shortfall, if any, shall be determined and based on the net sale proceeds received by the Company for the Company Assets (net of the Company Liabilities) and the Bandolier Interests (and the provisions of the Pledge shall apply in all respects to any such Shortfall).

following six (6) months after the Closing, the board will engage in a valuation of the Company Assets (net of the Company Liabilities) and the Bandolier Interests, to determine their aggregate then fair market value. If the aggregate value of the Company Assets (net of the Company Liabilities) and the Bandolier Interests is less than the $40,000,000 (a “Shortfall”), then Petro will be required to make additional cash contributions to the Company in an amount equal to the amount of the Shortfall;