Back-In Right. (a) In the event that Stillwater’s Participating Interest reduces to less than twenty percent (20%) but remains equal to or greater than five percent (5%), Stillwater shall have the right at its sole and absolute discretion, to elect to exercise the right (the “Back-in Right”) to acquire from a percentage portion of Generation’s Participating Interest to increase Stillwater’s Participating Interest to twenty percent (20%), as of the date that Stillwater elects to exercise the Back-in Right (the “Back-in Right Interest”). The Back- in Right will be a one-time right, exercisable at any time on or after the completion and delivery of a Feasibility Study to the Management Committee, but prior to the expiry of ninety (90) days following the Commercial Production Decision Date. (b) If Stillwater elects to exercise the Back-in Right under Section 12.1(a), Stillwater shall provide Generation with written notice (the “Back-in Right Notice”) of its decision and make payment in cash by wire transfer to Generation equal to three hundred percent (300%) of the aggregate total Joint Venture Expenditures not advanced by Stillwater to the Joint Venture after the end of the Sole Funding Period that resulted in all dilution events to Stillwater (the “Back-in Right Payment”). Within ten (10) Business Days of receipt of the Back-in Right Notice and the Back-in Right Payment, Generation shall Transfer to Stillwater the Back-in Right Interest, free and clear of all Encumbrances. For example purposes only, if an Approved Program and Budget was for $10 million and Stillwater did not advance its share of $2 million, then to earn back up to a twenty percent (20%) Participating Interest, Stillwater must pay to Generation three times $2 million (being $6 million).
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