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5. Payments to Gayle Ware. <br />(a) Closing Payment. Oxbow shall pay Gayle Ware a closing payment in an <br />amount agreed to as shown on Exhibit D relating to the 2011 calendar year within 2 Business <br />Days of the mutual execution of this Agreement. <br />(b) Exploration Drillhole Pad Pa ment. Oxbow shall pay Gayle Ware the <br />Exploration Drillhole Pad Payment agreed to on Exhibit D per Exploration Drillhole Pad, <br />Ground Water Well Monitoring Site, or other environmental monitoring site developed during <br />the exploration drilling process. <br />(c) Consideration. The Parties agree that the sum of the payments described <br />in subsections (a) and (b) above and shown on Exhibit D shall be full consideration for all <br />surface use and access rights set forth in Section 2 and Section 3 above. <br />6. Reclamation. Following the permanent cessation of Survey Activities and <br />exploration activities, Oxbow shall reclaim or restore the affected portion of the Properties when <br />and as required by applicable law, rule or regulation and shall be responsible for the costs of such <br />reclamation resulting from the exploration drilling and construction of Exploration Drillhole <br />Pads on the Properties. Gayle Ware acknowledges that state regulatory authorities will be <br />required to access the reclaimed area to verify that appropriate reclamation activities occurred to <br />any Exploration Access Road and Exploration Drillhole Pad. Oxbow shall also be entitled to <br />such access in connection with the foregoing activities. "These activities may include, without <br />limitation, visits to the site for grading any erosion features, spraying for weeds or re- seeding, if <br />necessary, and regulatory inspections. Oxbow agrees that it will endeavour to schedule these <br />activities so as to minimize interference with landowner or ranch activities on the Properties, but <br />the Parties recognize that the timing requirements of the applicable regulatory authorities may <br />cause some disruption with ranch or Gayle Ware activities. <br />7, Miscellaneous. <br />(a) Notices. All notices and other communications under this Agreement <br />shall be in writing and delivered (i) personally, (ii) by registered or certified mail with postage <br />prepaid, and return receipt requested, or (iii) by nationally recognized commercial overnight <br />courier service with charges prepaid, directed to the intended recipient using its respective <br />address provided in the introductory paragraph above. A notice or other communication shall be <br />deemed delivered on the earliest to occur of (1) its actual receipt, (2) the fifth Business Day <br />following its deposit in registered or certified mail, with postage prepaid and return receipt <br />requested, or (3) the first Business Day following its deposit with a nationally recognized <br />commercial overnight courier service, with charges prepaid. Any Party may change the address <br />to which notices and ether communications hereunder can be delivered by giving the other notice <br />in the manner herein set forth. <br />#1488459 vi den <br />