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1.1.23 "Voting Shares Formula" means the weight applied to a Voting Shares Vote and is determined by the following forrnula: (Annual Energy UsePTotal Annual Energy) multiplied by 100, where {a) "Annual Energy Use" means (i}with respect to the first two years following the Effective Date, the annual electricity usage, expressed in kilowatt hours {"kWh"), within the Party's respective jurisdiction and (ii) with respect to the period after the second anniversary of the Efi'ective Date, the annual electricity usage, expressed in kWh, of accounts within a Party's respective jurisdiction that are served by the Authority and (b) "Total Annual Energy" means the sum of ail Parties' Annual Energy Use. The initial values for Annual Energy use are designated in Exhibit B and the initial voting shares are designated in Exhibit C. Both Exhibits B and C shall be adjusted annually as soon as reasonably practicable after January 1, but no later than March 1 of each year subject to the approval of the Board. 1.2 Documents Included. This Agreement consists of this document and the following exhibits, all of which are hereby incorporated into this Agreement. Exhibit A: List of the Parties Exhibit B: Annual Energy Use Exhibit C: Voting Shares 1.3 Revision of Exhibits. The Parties agree that Exhibits A, B and C to this Agreement describe certain adinimstrative matters that maybe revised upon the approval of the Board, without such revision constituting an amendment to this Agreement, as described in Section 8.4. The Authority shall provide written notice to the Parties of the revision of any such exhibit. ARTICLE 2 FORMATION OF EAST BAY COMMUNITY ENERGY AUTHORITY 2.1 Effective Date and Term. This Agreement shall become effective and East Bay Community Energy Authority shall exist as a separate public agency on December ], 2015, provided that this Agreement is executed on or prior to such date by at least three Initial Participants after the adoption of the ordinances required by Public Utilities Code Section 366.2{c}(12}. The Authority shall provide notice to the Parties of the Effective Date. The Authority shall continue to exist, and this Agreement shall be effective, until this Agreement is terminated in accordance with Section 7.3, subject to the rights of the Parties to withdraw from the Authority. December 1, 2416 -5-