Common use of Additional Capital Clause in Contracts

Additional Capital. (a) In the event the Board approves a request for additional capital from the Members, either in the form of a Capital Loan or Capital Contribution (a “Capital Call”), in accordance with Section 6.7(b) or Section 6.8(a), as the case may be, the Company shall request by written notice that the Members contribute to the Company such additional capital, in proportion to their respective Percentage Interests, as authorized by the Board on not less than five (5) Business Days’ prior notice to the Members or such lesser period as the Members may agree. The notice (the “Capital Call Notice”) shall be sent to all Members and (A) in the case of a Capital Contribution, shall specify (i) the amount of funds to be contributed by each Member, which shall be in proportion to the respective Percentage Interests of the Members determined, in each case, as of the date immediately prior to the Capital Call (each, an “Additional Capital Contribution”), (ii) the date on which funds are to be provided (the “Capital Call Date”) and (iii) the account of the Company to which such funds are to be transmitted, and (B) in the case of a Capital Loan, shall specify (i) the amount of funds to be lent by each Member, which shall be in proportion to the respective Percentage Interests of the Members determined, in each case, as of the date immediately prior to the Capital Call (each, an “Additional Capital Loan”), (ii) the Capital Call Date, (iii) the terms and conditions of such Additional Capital Loan, including the interest rate and maturity date thereof, which shall be identical (other than with respect to amount) for each Member and (iv) the account of the Company to which such funds are to be transmitted. Unless otherwise agreed by the Members, all Additional Capital shall be in cash or immediately available funds. Additional Capital Loans shall be deemed to have been made on the same date if a Member shall have funded such Additional Capital Loan on or before the Capital Call Date. (b) For so long as any Capital Loans remain outstanding, and after payment in full of all principal of, and accrued but unpaid interest on, any Cash Shortfall Loan, all amounts otherwise available for distribution from the Company to the Members (whether before or after the Liquidation of the Company) shall be paid to the Members, if at all, first to repay such Capital Loans until the principal amount thereof and all interest accrued thereon have been paid in full to the lending Members. Payments in respect of any Capital Loans will be applied in the order that such Capital Loans were made, and all payments will be applied first to accrued but unpaid interest and then to reduce the outstanding principal amount of such Capital Loan. Any Capital Loans shall become automatically and immediately due and payable by the Company upon the sale of the VeriSign Member’s Units pursuant to Article VIII or Article IX hereof. Any Capital Loan shall be prepayable, together with accrued but unpaid interest, in whole or in part at any time without premium or penalty. (c) No Capital Calls may be made by the Company after the delivery of a First Call Exercise Notice, a First Put Option Exercise Notice or a Second Put Option Exercise Notice without Unanimous Board Consent. (d) Notwithstanding anything in this Agreement to the contrary, a Capital Contribution or Capital Loan shall not count towards the computation of the Agreed Upon Capital Contribution Amount or the Agreed Upon Debt Financing Amount if such Capital Contribution or Capital Loan (or the Capital Call Notice therefor) occurs substantially concurrently with a distribution by the Company or the Netherlands Joint Venture of an amount in cash that corresponds with the amount of the Capital Call in question.

Additional Capital. (a) In If the event Board, in exercise of good faith and in its reasonable judgement, determines that the Company requires additional funds and that such funds cannot be obtained from banks or other financial institutions on reasonable arms-length commercial terms (or terms that are more favourable to the Company than reasonable arms-length commercial terms) and without guarantees of or recourse to the Shareholders or the Principal(s) or any Person not dealing at arm’s length with any Shareholder or the Principal(s), the Board approves may request by issuance of notice (the "Funding Notice") to all the shareholders of the Company, to contribute, within 90 days after the issuance of the Funding Notice (the "Funding Period"), additional capital to the Company, on a request pro-rata basis depending upon the number of Equity Shares then held by such shareholders, by way of subscription for additional capital from the Members, either in the form of a Capital Loan or Capital Contribution (a “Capital Call”), Equity Shares in accordance with Section 6.7(b81(1) of the Act or Section 6.8(a), as the case may be, the Company shall request by written notice that the Members contribute provide a loan to the Company on a pro-rata basis depending upon the number of Equity Shares then held by such additional capitalShareholder, in proportion to their respective Percentage Interests, all as authorized determined by the Board on not less than five and set forth in the Funding Notice. (5b) Business Days’ prior notice If additional capital is to be contributed pursuant to Clause 3.2(a) by way of subscription for additional Equity Shares, then the subscription price for each such additional Equity Shares shall be determined by the Board and set out in the Funding Notice. The Company shall, promptly upon the receipt of such subscription price, issue to its shareholders the appropriate number of Equity Shares based upon the payment received from each such shareholder. Such Equity Shares shall rank pari passu with the existing issued Equity Shares in all respects, except for the purposes of dividend which shall be pro rated to the Members or period for which such lesser period as newly issued shares are in existence. (c) If any offer to subscribe for Equity Shares pursuant to Clause 3.2(a) (such offer, the Members may agree. The notice "Right") includes a right to renounce the Right in favour of any other Person, then, no Shareholder shall renounce such Right in favour of any third Person (the “Capital Call Notice”) shall be sent to all Members and (A) other than, in the case of the Strategic Partner to a Capital Contribution, shall specify (i) the amount of funds to be contributed by each Member, nominee which shall be in proportion to the respective Percentage Interests is an Affiliate of the Members determined, in each case, as of the date immediately prior to the Capital Call (each, an “Additional Capital Contribution”), (ii) the date on which funds are to be provided (the “Capital Call Date”) and (iii) the account of the Company to which such funds are to be transmittedStrategic Partner, and (B) in the case of the Government to a Capital Loannominee which is either a government company under the provisions of the Act or is a public financial institution notified under Section 4A of the Act) without first giving the other Shareholders a reasonable opportunity on a pro-rated basis to acquire such Right, shall specify (i) either directly or through its nominee or partly directly and partly through its nominee, on the amount of funds same terms and conditions that such Right is proposed to be lent by each Member, which shall be renounced in proportion to the respective Percentage Interests favour of such third Person (other than an nominee of the Members determinedrenouncing Shareholder). The Person in whose favour the Right is renounced should be a creditworthy, in each case, as genuine and reputed party and shall execute a deed of adherence prior to becoming a shareholder of the date immediately prior Company, whereby it undertakes to the Capital Call (each, an “Additional Capital Loan”), (ii) the Capital Call Date, (iii) adhere to the terms and conditions of such Additional Capital Loan, including the interest rate and maturity date thereof, which shall be identical (other than with respect to amount) for each Member and (iv) the account of the Company to which such funds are to be transmitted. Unless otherwise agreed by the Members, all Additional Capital shall be in cash or immediately available funds. Additional Capital Loans shall be deemed to have been made on the same date if a Member shall have funded such Additional Capital Loan on or before the Capital Call Date. (b) For so long as any Capital Loans remain outstanding, and after payment in full of all principal of, and accrued but unpaid interest on, any Cash Shortfall Loan, all amounts otherwise available for distribution from the Company to the Members (whether before or after the Liquidation of the Company) shall be paid to the Members, if at all, first to repay such Capital Loans until the principal amount thereof and all interest accrued thereon have been paid in full to the lending Members. Payments in respect of any Capital Loans will be applied in the order that such Capital Loans were made, and all payments will be applied first to accrued but unpaid interest and then to reduce the outstanding principal amount of such Capital Loan. Any Capital Loans shall become automatically and immediately due and payable by the Company upon the sale of the VeriSign Member’s Units pursuant to Article VIII or Article IX hereof. Any Capital Loan shall be prepayable, together with accrued but unpaid interest, in whole or in part at any time without premium or penalty. (c) No Capital Calls may be made by the Company after the delivery of a First Call Exercise Notice, a First Put Option Exercise Notice or a Second Put Option Exercise Notice without Unanimous Board Consentthis Agreement. (d) Any Person other than a Party hereto, who acquires any Equity Shares in the Company pursuant to Clause 3.2 (c), shall execute a deed of adherence prior to becoming a shareholder of the Company whereby it undertakes to adhere to the terms and conditions of this Agreement. (e) The rights of such Person shall be determined in the following manner: i) Subject to the provisions of Clause 3.2 (c) above, in the event that a non- renouncing Shareholder exercises its option to cause its nominee to acquire the Right, such non-renouncing Shareholder shall exercise all the rights and privileges on behalf of such nominee and shall be responsible for all the duties and obligations of such nominee under the terms of this Agreement. The rights of the non-renouncing Shareholder and such nominee shall be the rights available to the non-renouncing Shareholder under this Agreement and no additional rights or privileges shall accrue to or be available to the non-renouncing Shareholder or the nominee. ii) Subject to the provisions of Clause 3.2(c) above, in the event that the non- renouncing Shareholder does not exercise its option to acquire or cause its nominee to acquire the Right and the renouncing Shareholder offers the Right to a third party, such renouncing Shareholder shall exercise all the rights and privileges on behalf of such third party and shall be responsible for all the duties and obligations of such third party under the terms of this Agreement. The rights of the renouncing Shareholder and such third party shall be the rights available to the renouncing Shareholder under this Agreement and no additional rights or privileges shall accrue to or be available to the renouncing Shareholder or the third party. (f) Notwithstanding anything to the contrary in this Agreement to Agreement, Strategic Partner agrees that except with the contraryprior written approval of the Government, a Capital Contribution or Capital Loan it shall not count towards take or cause to be undertaken any steps for a period of 1 (one) year from the computation Closing Date, including but not limited to any further issue of Equity Shares, by way of a rights issue or in any other manner, that would have the effect of diluting the equity shareholding of Government below ( per cent) of the Agreed Upon Capital Contribution Amount or the Agreed Upon Debt Financing Amount if such Capital Contribution or Capital Loan (or the Capital Call Notice therefor) occurs substantially concurrently with a distribution by the Company or the Netherlands Joint Venture of an amount in cash that corresponds with the amount total issued and subscribed equity share capital of the Capital Call Company. (g) For the avoidance of doubt, under no circumstances shall a failure to provide funds by a Shareholder pursuant to a Funding Notice be considered to be default by such Shareholder under this Agreement or make such Shareholder in questionany way liable for the payment of such funds.

Additional Capital. (a) In Notwithstanding any other provision of this Agreement, if the event Board, in exercise of good faith and in its reasonable judgment, determines that the Company requires additional funds and such funds cannot be obtained from banks or other financial institutions on reasonable arms-length commercial terms (or terms that are more favourable to the Company than reasonable arms-length commercial terms) and without guarantees of or recourse to, the Shareholders or any Person not dealing at arm's length with any shareholder, the Board approves may request, by issuance of a request notice (the "FUNDING NOTICE") to all the shareholders of the Company, to contribute, within 90 Business Days after the issuance of the Funding Notice (the "FUNDING PERIOD"), additional capital to the Company, on a pro rated basis depending upon the number of voting equity shares of the Company then held by such shareholders, by way of subscription for additional capital from the Members, either in the form of a Capital Loan or Capital Contribution (a “Capital Call”), voting equity shares in accordance with Section 6.7(b81(1) of the Act or Section 6.8(a), as the case may be, the Company shall request by written notice that the Members contribute provide a loan to the Company such additional capitalCompany, in proportion to their respective Percentage Interests, all as authorized determined by the Board on not less than five (5) Business Days’ prior notice to the Members or such lesser period as the Members may agree. The notice (the “Capital Call Notice”) shall be sent to all Members and (A) set forth in the case of a Capital Contribution, shall specify Funding Notice. (ib) the amount of funds If additional capital is to be contributed pursuant to Clause 3.2(a) by way of subscription for additional voting equity shares of the Company, then the subscription price for each Member, which such additional voting equity shares shall be determined by the Board and set out in proportion the Funding Notice. The Company shall, promptly upon the receipt of such subscription price, issue to its shareholders the appropriate number of voting equity shares based upon the payment received from each such Shareholder. Such voting equity shares shall rank pari passu with the existing Shares in all respects except for the purposes of dividend that shall be pro rated to the respective Percentage Interests of the Members determined, period for which such newly issued shares are in each case, as of the date immediately prior existence. (c) If any offer to the Capital Call (each, an “Additional Capital Contribution”), (ii) the date on which funds are to be provided (the “Capital Call Date”) and (iii) the account subscribe for voting equity shares of the Company pursuant to which Clause 3.2(a) (such funds are offer, the "RIGHT") includes a right to renounce the Right in favour of any other Person, then, no Shareholder shall renounce such Right in favour of any other Person (other than an Affiliate of the renouncing Shareholder) without first giving the other Shareholder a reasonable opportunity to acquire such Right, either directly or through its nominees on the same terms and conditions that such Right is proposed to be transmittedrenounced in favour of any other Person (other than an Affiliate of the renouncing Shareholder). (d) Any Person other than a Party hereto, and (B) in the case of a Capital Loanwho acquires any Shares pursuant to Clause 3.2(c), shall specify (i) the amount execute a deed of funds adherence and an undertaking to be lent by each Member, which shall be in proportion adhere to the respective Percentage Interests of the Members determined, in each case, as of the date immediately prior to the Capital Call (each, an “Additional Capital Loan”), (ii) the Capital Call Date, (iii) the terms and conditions of this Agreement. The rights of such Additional Capital Loan, including the interest rate and maturity date thereof, which Person shall be identical (other than with respect determined in the following manner: i) Subject to amountthe provisions of Section 3.2(c) above, in the event that a non-renouncing Shareholder exercises its option to cause its nominee to acquire the Right, such non-renouncing Shareholder shall exercise all the rights and privileges on behalf of such nominee and shall be responsible for each Member all the duties and (iv) obligations of such nominee under the account terms of this Agreement. The rights of the Company to which non-renouncing Shareholder and such funds are to be transmitted. Unless otherwise agreed by the Members, all Additional Capital nominee shall be the rights available to the non-renouncing Shareholder under this Agreement and no additional rights or privileges shall accrue to or be available to the non-renouncing Shareholder or the nominee. ii) Subject to the provisions of Section 3.2(c) above, in cash the event that the non-renouncing Shareholder does not exercise its option to acquire or immediately available funds. Additional Capital Loans cause its nominee to acquire the Right and the renouncing Shareholder offers the Right to a third party, such renouncing Shareholder shall exercise all the rights and privileges on behalf of such third party and shall be deemed responsible for all the duties and obligations of such third party under the terms of this Agreement. The rights of the renouncing Shareholder and such third party shall be the rights available to have been made on the same date if a Member renouncing Shareholder under this Agreement and no additional rights or privileges shall have funded such Additional Capital Loan on accrue to or before be available to the Capital Call Daterenouncing Shareholder or the third party. (be) For so long as the avoidance of doubt, under no circumstances shall a failure to provide funds by a Shareholder pursuant to a Funding Notice be considered to be a default by such Shareholder under this Agreement or make such Shareholder in any Capital Loans remain outstanding, and after way liable for the payment in full of all principal of, and accrued but unpaid interest on, any Cash Shortfall Loan, all amounts otherwise available for distribution from the Company to the Members (whether before or after the Liquidation of the Company) shall be paid to the Members, if at all, first to repay such Capital Loans until the principal amount thereof and all interest accrued thereon have been paid in full to the lending Members. Payments in respect of any Capital Loans will be applied in the order that such Capital Loans were made, and all payments will be applied first to accrued but unpaid interest and then to reduce the outstanding principal amount of such Capital Loan. Any Capital Loans shall become automatically and immediately due and payable by the Company upon the sale of the VeriSign Member’s Units pursuant to Article VIII or Article IX hereof. Any Capital Loan shall be prepayable, together with accrued but unpaid interest, in whole or in part at any time without premium or penaltyfunds. (c) No Capital Calls may be made by the Company after the delivery of a First Call Exercise Notice, a First Put Option Exercise Notice or a Second Put Option Exercise Notice without Unanimous Board Consent. (d) Notwithstanding anything in this Agreement to the contrary, a Capital Contribution or Capital Loan shall not count towards the computation of the Agreed Upon Capital Contribution Amount or the Agreed Upon Debt Financing Amount if such Capital Contribution or Capital Loan (or the Capital Call Notice therefor) occurs substantially concurrently with a distribution by the Company or the Netherlands Joint Venture of an amount in cash that corresponds with the amount of the Capital Call in question.

Additional Capital. (a) In If, at any time, prior to the event fifth anniversary of the Board approves a request Effective Date, the Managing Member determines that the Company requires additional funds for additional capital from the Members, either in the form of a Capital Loan its continued operation or Capital Contribution (a “Capital Call”), growth in accordance with Section 6.7(b) or Section 6.8(a), as the case may bepreviously approved Annual Budget, the Managing Member may cause the Company shall to request by written notice (a "Capital Call") that the Members contribute to the Company such additional capital, in proportion to their respective Percentage Interests, amounts as authorized by the Board Managing Member may direct on not no less than five (5) Business Days’ ' prior notice to the Members or Members. Each such lesser period as the Members may agree. The notice (the “an "Additional Capital Call Notice”") shall be sent to all Members and (A) in the case of a Capital Contribution, shall specify (i) the amount of funds to be contributed provided by each Member, which shall be in proportion to the respective Percentage Interests of the Members determined, in each case, as of the date immediately prior to the Capital Call Member (each, an “"Additional Capital Contribution”"), (ii) the date on which funds are to be provided (the “Capital Call "Contribution Date”) "), and (iii) the account of the Company to which such funds are to be transmitted; provided, and (Bthat the aggregate sum of all Additional Capital Contributions requested by the Company pursuant to this Section 3.3(a) shall not exceed an aggregate of $50,000,000 in any Fiscal Year or the case of a Aggregate Capital Loan, shall specify (i) the amount of funds Commitment in total. All Additional Capital Contributions to be lent made by each Member, which the Members shall be in amounts that are in proportion to the their respective Percentage Interests of the Members Interests, determined, in each case, as of the date immediately prior to of the Capital Call (each, an “Additional Capital Loan”), (ii) the Capital Call Date, (iii) the terms and conditions of such Additional Capital Loan, including the interest rate and maturity date thereof, which shall be identical (other than with respect to amount) for each Member and (iv) the account of the Company to which such funds are to be transmittedCall. Unless otherwise agreed by the Members, all Additional Capital Contributions shall be in cash or immediately available funds. No Additional Capital Loans Contribution shall be deemed required to have been made on be paid by the same date if a Member shall have funded Members unless (i) the need for additional capital is specifically provided for in the then currently approved Annual Budget or (ii) the Members approve the payment of such Additional Capital Loan on or before the Capital Call DateContribution in accordance with Section 4.4 hereof. (b) Within five days after receipt of an Additional Capital Notice issued pursuant to Section 3.3(a), each Member shall notify the Company whether it intends to contribute its respective Additional Capital Contribution referred to in the Additional Capital Notice. If any Member (a "Defaulting Member") fails to contribute timely all or any portion of any Additional Capital Contribution, the other Member (the "Non-Defaulting Member") may, at its option, at any time following the date of default, and prior to the date such default is cured, exercise, or cause the Company to exercise, on five days notice to the Defaulting Member any one of the following remedies and the Defaulting Member shall not be permitted to vote with respect to the election of any of the following remedies by the Non-Defaulting Member: (i) take such action, including court proceedings, as the Non-Defaulting Member may deem appropriate to obtain payment by the Defaulting Member of the Defaulting Member's Additional Capital Contribution that is in default, together with interest thereon, at the rate of 12% per annum, from the date that the Additional Capital Contribution was due until the date that is it made, all at the cost and expense of the Defaulting Member; or (ii) make a payment to the Company in an amount equal to the Additional Capital Contribution that is in default with the effect that such payment shall constitute a loan (a "Default Loan") to the Defaulting Member from the Non-Defaulting Member, any such loan to bear interest, compounded quarterly, at the rate of 5% over the Prime Rate on the date nearest the date of the advance, which rate shall be adjusted annually, based on changes to the Prime Rate on the anniversary of such Default Loan. For so long as any Capital Loans remain outstanding, and after payment in full of all principal of, and accrued but unpaid interest on, any Cash Shortfall LoanDefault Loan remains unpaid, all amounts otherwise available for distribution distributions from the Company that otherwise would be made to the Members Defaulting Member (whether before or after the Liquidation Dissolution of the Company) instead shall be paid to the Members, if at all, first to repay such Capital Loans Non-Defaulting Member until the principal amount thereof Default Loan and all interest accrued thereon have been paid in full to the lending MembersNon-Defaulting Member. Payments in respect of any Capital Loans Default Loan will be applied in the order that such Capital Loans loans were made, and all payments will be applied first to accrued but unpaid interest and then to reduce the outstanding principal amount of such Capital Loanthe loan. Any Capital Loans A Default Loan shall become automatically and immediately due and payable by the Company upon and (A) the sale of the VeriSign Fox Member’s Units 's Interest pursuant to Article VIII Section 8.6 hereof or Article IX hereof(B) the Dissolution of the Company. Any Capital Default Loan shall be prepayable, together with accrued but unpaid interest, prepayable in whole or in part at any time without premium or penalty. (c) No Capital Calls may be made by the Company after the delivery of a First Call Exercise Notice, a First Put Option Exercise Notice or a Second Put Option Exercise Notice without Unanimous Board Consent. (d) Notwithstanding anything Except as set forth in this Agreement Section 3.3, no Member shall have any obligation to make Additional Capital Contributions to the contrary, a Capital Contribution or Capital Loan shall not count towards the computation of the Agreed Upon Capital Contribution Amount or the Agreed Upon Debt Financing Amount if such Capital Contribution or Capital Loan (or the Capital Call Notice therefor) occurs substantially concurrently with a distribution by the Company or the Netherlands Joint Venture of an amount in cash that corresponds with the amount of the Capital Call in questionCompany.

Additional Capital. (a) In Notwithstanding any other provision of this Agreement, if the event Board, in exercise of good faith and in its reasonable judgement, determines that the Company requires additional funds, the Board approves may request, by issuance of a request notice (the "FUNDING NOTICE") to all the shareholders of the Company, to contribute, within 90 (ninety) Business Days after the issuance of the Funding Notice (the "FUNDING PERIOD"), additional capital to the Company, on a pro rated basis upon the number of Shares of the Company then held by such shareholders, by way of subscription for additional capital from the Members, either in the form of a Capital Loan or Capital Contribution (a “Capital Call”), Shares in accordance with Section 6.7(b81(1) of the Act or Section 6.8(a)provide a loan to the Company, as the case may be, the Company shall request by written notice that the Members contribute to the Company such additional capital, in proportion to their respective Percentage Interests, as authorized determined by the Board on not less than five (5) Business Days’ prior notice to the Members or such lesser period as the Members may agree. The notice (the “Capital Call Notice”) shall be sent to all Members and (A) set forth in the case of a Capital Contribution, shall specify Funding Notice. (ib) the amount of funds If additional capital is to be contributed pursuant to Sub-Clause 3.2(a) by way of subscription for additional Shares of the Company, then the subscription price for each Member, which such additional Shares shall be determined by the Board and set out in proportion the Funding Notice. The SP shall cause the Company to, promptly upon the receipt of such subscription price, issue to its shareholders the appropriate number of Shares based upon the payment received from each such shareholder. Such Shares shall rank pari passu with the existing Shares in all respects except for the purpose of dividend that shall be pro rated to the respective Percentage Interests of the Members determined, period for which such newly issued Shares are in each case, as of the date immediately prior existence. (c) If any offer to the Capital Call (each, an “Additional Capital Contribution”), (ii) the date on which funds are shareholders to be provided (the “Capital Call Date”) and (iii) the account subscribe for Shares of the Company made pursuant to Clause 3.2(a) (such offer, the "RIGHT") includes a right to renounce the Right in favour of any Third Party, then, no Shareholder shall renounce such Right in favour of any such Third Party (other than an Affiliate of the renouncing Shareholder) without first giving the other Shareholder a reasonable opportunity to acquire such Right, either directly or through its nominee, on the terms and conditions that are not less favourable to the terms and conditions on which such funds are Right is proposed to be transmitted, and renounced in favour of any such Third Party (B) in the case of a Capital Loan, shall specify (i) the amount of funds to be lent by each Member, which shall be in proportion to the respective Percentage Interests other than an Affiliate of the Members determined, renouncing Shareholder). The Person in each case, as whose favour the Right is renounced shall execute a Deed of the date immediately prior Adherence undertaking to the Capital Call (each, an “Additional Capital Loan”), (ii) the Capital Call Date, (iii) adhere to the terms and conditions of such Additional Capital Loan, including the interest rate and maturity date thereof, which shall be identical (other than with respect this Agreement prior to amount) for each Member and (iv) the account of the Company to which such funds are to be transmitted. Unless otherwise agreed by the Members, all Additional Capital shall be becoming a shareholder in cash or immediately available funds. Additional Capital Loans shall be deemed to have been made on the same date if a Member shall have funded such Additional Capital Loan on or before the Capital Call Date. (b) For so long as any Capital Loans remain outstanding, and after payment in full of all principal of, and accrued but unpaid interest on, any Cash Shortfall Loan, all amounts otherwise available for distribution from the Company to the Members (whether before or after the Liquidation of the Company) shall be paid to the Members, if at all, first to repay such Capital Loans until the principal amount thereof and all interest accrued thereon have been paid in full to the lending Members. Payments in respect of any Capital Loans will be applied in the order that such Capital Loans were made, and all payments will be applied first to accrued but unpaid interest and then to reduce the outstanding principal amount of such Capital Loan. Any Capital Loans shall become automatically and immediately due and payable by the Company upon the sale of the VeriSign Member’s Units pursuant to Article VIII or Article IX hereof. Any Capital Loan shall be prepayable, together with accrued but unpaid interest, in whole or in part at any time without premium or penalty. (c) No Capital Calls may be made by the Company after the delivery of a First Call Exercise Notice, a First Put Option Exercise Notice or a Second Put Option Exercise Notice without Unanimous Board Consent. (d) Notwithstanding anything Any Person other than a Party hereto, which acquires any Shares pursuant to Clause 3.2(c), shall execute a Deed of Adherence undertaking to adhere to the terms and conditions of this Agreement. The rights of such Person shall be determined in the following manner: i) In the event that the non-renouncing Shareholder exercises its option to cause its nominee to acquire the Right, such non-renouncing Shareholder shall exercise all the rights and privileges on behalf of such nominee and shall be responsible for all the duties and obligations of such nominee under the terms of this Agreement. The rights of the non-renouncing Shareholder and such nominee shall be the rights available to the non-renouncing Shareholder under this Agreement and no additional right shall accrue to or be available to the contrarynon-renouncing Shareholder or the nominee. ii) In the event that the non-renouncing Shareholder does not exercise its option to acquire or cause its nominee to acquire the Right and the renouncing Shareholder offers the Right to a Third Party, a Capital Contribution or Capital Loan such renouncing Shareholder shall not count towards exercise all the computation rights and privileges on behalf of such Third Party and shall be responsible for all the duties and obligations of such Third Party under the terms of this Agreement. The rights of the Agreed Upon Capital Contribution Amount renouncing Shareholder and such Third Party shall be the rights available to the renouncing Shareholder under this Agreement and no additional right shall accrue to or be available to the renouncing Shareholder or the Agreed Upon Debt Financing Amount if Third Party. (e) For the avoidance of doubt, under no circumstances shall a failure to provide funds by a Shareholder pursuant to a Funding Notice be considered to be a default by such Capital Contribution Shareholder under this Agreement or Capital Loan (or make such Shareholder in any way liable for the Capital Call Notice therefor) occurs substantially concurrently with a distribution by the Company or the Netherlands Joint Venture payment of an amount in cash that corresponds with the amount of the Capital Call in questionsuch funds.

Additional Capital. (a) In the event that the Board approves a request for Contract Manager determines, in its reasonable discretion, that an additional Capital Contribution is needed by the Company to fund its cost of sales, operating expenses and capital from the Members, either expenditures as set forth in the form Operating Plan or to refinance any indebtedness of a Capital Loan or Capital Contribution (a “Capital Call”), in accordance with Section 6.7(b) or Section 6.8(a), as the case may be, the Company shall request by written notice that at the Members contribute maturity thereof and the Company has exhausted all possible capital pursuant to the Company such additional capitalSynetic Working Capital Line of Credit, in proportion to their respective Percentage Interests, as authorized by then the Board on not less than five (5) Business Days’ prior Contract Manager shall give notice to the Members or such lesser period as the Members may agree. The notice each Member (the “Capital Call "Contribution Notice”") shall be sent to all Members and (A) in the case of a Capital Contribution, shall specify (i) the amount of funds the required additional Capital Contribution. Subject to be contributed by Section 6.4(d), each MemberMember shall then have the opportunity, which shall be but not the obligation, to fund their pro rata share (or any portion thereof) of the additional Capital Contribution called for (in proportion to the respective ratio of each Member's Percentage Interest to the aggregate of all Members' Percentage Interests of in the Members determined, in each case, as of Company determined on the date immediately prior to the Capital Call Contribution Notice is given) no later than ninety (each, an “Additional Capital Contribution”), (ii90) days following the date on which funds are to be provided (the “Capital Call Date”) and (iii) the account of the Company to which such funds are to be transmitted, and (B) in the case of a Capital Loan, shall specify (i) the amount of funds to be lent by each Member, which shall be in proportion to the respective Percentage Interests of the Members determined, in each case, as of the date immediately prior to the Capital Call (each, an “Additional Capital Loan”), (ii) the Capital Call Date, (iii) the terms and conditions of such Additional Capital Loan, including the interest rate and maturity date thereof, which shall be identical (other than with respect to amount) for each Member and (iv) the account of the Company to which such funds are to be transmitted. Unless otherwise agreed by the Members, all Additional Capital shall be in cash or immediately available funds. Additional Capital Loans shall be deemed to have been made on the same date if a Member shall have funded such Additional Capital Loan on or before the Capital Call DateContribution Notice is given. (b) For so long as In the event that any Member fails to contribute (the "Non-Contributing Member") its pro rata share of any such additional Capital Loans remain outstandingContribution called for in Section 6.4(a) or GNYHA Credits are applied for a portion of such additional Capital Contribution (collectively the "Shortfall"), then the Contract Manager shall give notice to each of the Members of the existence and after payment in full the amount of the Shortfall. Each or all principal ofof the Members who funded their pro rata share of the additional Capital Contribution called for pursuant to Section 6.4(a) may, and accrued but unpaid interest onat their option, any Cash Shortfall Loanwithin five (5) business days of receipt of such notice of Shortfall, all amounts otherwise available for distribution from make an additional Capital Contribution to the Company to fund their pro rata share of the Shortfall (in proportion to the ratio of the Percentage Interest of each Member contributing to the Shortfall (each a "Contributing Member") to the aggregate of the Percentage Interests for all Contributing Members determined on the date the Contribution Notice is given). The foregoing process shall be continued until either (i) the full amount of the Shortfall has been contributed or (ii) no Member agrees to contribute any additional funds to satisfy the Shortfall; provided, however, that all contributions to such Shortfall must be made within ten (10) business days following receipt of the original notice of such Shortfall. If there is a Shortfall, the Percentage Interest of the Members (whether before or after shall be recalculated, and Schedule I amended, to reflect the Liquidation dilution of the CompanyNon-Contributing Member's Percentage Interest and the increase of the Contributing Members' Percentage Interests. Immediately following the receipt by the Company of all Deemed Capital Contributions under Section 6.4(a) and this Section 6.4(b), the Percentage Interest of each Member shall be determined by the ratio of the aggregate Deemed Capital Contributions of each Member over the aggregate Deemed Capital Contributions made by all Members. In determining the aggregate Deemed Capital Contributions of the Members all Deemed Capital Contributions (other than Deemed Capital Contributions made currently pursuant to Sections 6.4(a) and (b) and Sections 6.5(c) and 6.6(b)) shall be paid to accounted for and the Members, if at all, first to repay such Capital Loans until the principal amount thereof and all interest accrued thereon have been paid in full to the lending Members. Payments in respect of any Capital Loans will be applied in the order that such Capital Loans were made, and all payments will be applied first to accrued but unpaid interest and then to reduce the outstanding principal aggregate amount of such Deemed Capital Loan. Any Contributions shall be reallocated among the Members in accordance with their then effective pre-contribution Percentage Interests and each Member's current Deemed Capital Loans shall become automatically and immediately due and payable by the Company upon the sale of the VeriSign Member’s Units Contribution made currently pursuant to Article VIII or Article IX hereof. Any Capital Loan Sections 6.4(a) and (b) and Sections 6.5(c) and 6.6(b) shall be prepayableadded to such Member's reallocated Deemed Capital Contributions; provided, together with accrued but unpaid interesthowever, that in whole or calculating the aggregate Capital Contributions for Synetic and the aggregate contributions of all Members, Synetic's Capital Contributions made under Section 6.4(a) shall be reduced as appropriate to reflect the thirty percent (30%) premium called for in part at any time without premium or penaltySection 6.4(d) (e.g., a Capital Contribution by Synetic of $130,000 pursuant to Section 6.4(a) will be credited for these purposes as a Capital Contribution of $100,000). (c) No Capital Calls may be made In the event that the Shortfall is not fully funded by the Contributing Members pursuant to Section 6.4(b), the Contract Manager shall retain an independent accounting firm or investment bank to provide a valuation of the Company after and determine the delivery terms and conditions upon which the balance of the Shortfall would be funded by a First Call Exercise Noticethird party. The Contract Manager shall notify the Members of such terms and conditions within five (5) business days following receipt of the final valuation from such independent accounting firm or investment bank requesting that the Members contribute the Shortfall on such terms and conditions. The Members shall notify the Contract Manager of their intention to contribute their pro rata share of the Shortfall within five (5) business days following their receipt of the notice from the Contract Manager. If any Member shall elect not to contribute on such terms and conditions, the other Members shall be given an opportunity to contribute the remaining balance of the Shortfall pro rata in accordance with their Percentage Interests. This procedure shall be repeated until no Member elects to contribute the balance of any Shortfall; provided that all Member contributions to the Shortfall shall be fully funded within fifteen (15) business days from the date of the valuation of the Company. If a First Put Option Exercise Notice or a Second Put Option Exercise Notice without Unanimous Board Consent. (d) Notwithstanding Shortfall remains following completion of the foregoing procedure, then notwithstanding anything in this Agreement to the contrary, the Contract Manager shall be entitled to offer Membership Interests in the Company to third parties on terms and conditions as necessary to fund the Shortfall, admit such third parties as Members, and amend this Agreement accordingly, as necessary; provided, however, that if the terms and conditions pursuant to which such Membership Interests are proposed to be sold to third parties are in the aggregate more favorable than the terms and conditions offered to existing Members pursuant to this Section 6.4(c), the existing Members shall be given written notice of the terms and conditions applicable to such third parties and may, by written notice delivered to the Contract Manager within five (5) business days of receipt of notice of such terms and conditions, elect to contribute all but not less than all such additional Capital pro rata on the same terms and conditions offered to such third parties. If any Member does not elect to contribute within such notice period, the remaining Members may elect to contribute the amount necessary to meet the Shortfall provided all such elections are made within ten (10) business days of the initial notice. If the Members do not elect to contribute the entire Shortfall within the foregoing notice period, the Contract Manager may sell the Membership Interests to the third party. (d) For purposes of Section 6.4(a) (and not Sections 6.4(b) and (c)), Synetic will be required to participate in additional capital calls at a thirty percent (30%) premium over its pro rata share, as determined herein, to maintain its pre-contribution Percentage Interest in the Company provided, that after taking into account Synetic's required premium, the total additional Capital Contribution or Capital Loan shall not count towards the computation of the Agreed Upon Capital Contribution Amount or the Agreed Upon Debt Financing Amount if such Capital Contribution or Capital Loan (or the Capital Call Notice therefor) occurs substantially concurrently with a distribution by the Company or the Netherlands Joint Venture of an amount in cash that corresponds with exceed the amount set forth in the applicable Contribution Notice. (e) This Section 6.4 shall remain in effect only for so long as the Management Services Agreement remains in effect; thereafter, any request for additional Capital shall be made and approved by those Members holding of the Capital Call in questionrecord more than fifty percent (50%) of all votes permitted hereunder.

Additional Capital. (a) In the event a Manager determines at any time or from time to time that either the Board approves a request for additional Development Activity or the Operating Property Activity needs funds or capital from in addition to the original capital contributed by the Members, either the Manager of the activity requiring funds or capital shall have the right, power and authority on behalf of the Company (in the form Company’s capacity as the managing member of a Capital Loan or Capital Contribution (a “Capital Call”the applicable venture), to arrange debt financing for the applicable venture from third party lenders and loans from the applicable Manager or its Affiliates and to raise additional equity capital, subject to this Section 3.5. Except as provided in accordance paragraph (d) of this Section 3.5 with Section 6.7(brespect to the Development Activity, if a Manager of Development Activity or Operating Property Activity in its sole discretion determines to seek funds or capital in addition to third party debt and the original equity capital contributed by the Members, whether as debt from the applicable Manager or from its Affiliates (collectively, “Affiliate Debt”) or as equity capital, such Manager shall send a notice (an “Additional Capital Notice”) to the Members of the Company setting forth (i) the purposes for which the additional funds are needed, (ii) the amount sought for the activity, and (iii) the date when the funds will be required, which date shall be not less than 20 Business Days after the date of the Additional Capital Notice. Any additional equity contribution pursuant to this Section 6.8(a3.5 shall not have any priority current return and shall be returned without interest under the terms of Section 4.10, unless otherwise proposed in the Additional Capital Notice. Equity contributed by the Company to Venture Six pursuant to the above arrangements shall be in exchange for Additional Capital Units in Venture Six or other interests specified in the Development Activity Agreement. For purposes of this Agreement, such Additional Capital Units, and all the rights attributable thereto, shall be treated as part of the Development Activity. Any Affiliate Debt from either Development Manager or Operating Property Manager, as applicable, or any Affiliate of either Development Manager or Operating Property Manager, as applicable, shall bear interest at an interest rate floating at 3% per annum over the monthly average of the Federal Funds rate (as published from time to time in Federal Reserve Statistical Release H.15), but in no event less than 10% per annum. (b) Following delivery of an Additional Capital Notice from a Manager, the Members shall have the right and option to elect to contribute or loan, as the case may be, the amount of capital or debt required from the Company shall request pro rata in accordance with their respective Member Development Percentages or, as applicable, Member Property Percentages. In order to be valid, such election must be exercised by delivery of written notice that of election to the Members applicable Manager not later than the 10th Business Day after the date of the Additional Capital Notice. Failure of a Member to deliver such notice of election on or before the 10th Business Day after the date of the Additional Capital Notice shall be deemed to be an election of such Member not to make such contribution. Any election to make the contribution shall be binding and irrevocable and obligate the Member making such election to contribute its pro rata share of the requested equity or debt amount to the Company in cash or immediately available funds on the date required by the Additional Capital Notice. (c) Notwithstanding anything to the contrary in this Section 3.5, if either Member does not elect to contribute its respective pro rata share of the equity or debt required from the Company for the Development Activity or the Operating Property Activity, the other Member shall not make its pro rata share of such additional capital, in proportion contribution of equity or debt to their respective Percentage Intereststhe Company and instead shall be entitled (but not required) to make (or cause its Affiliates to make) a capital contribution or loan, as authorized by the Board on not less than five case may be, directly to Venture Six or Venture Five, as applicable, (5) Business Days’ prior notice to the Members or such lesser period as the Members may agree. The notice (the “Capital Call Notice”) shall be sent to all Members and (Ai) in the case of a Capital Contributionequity, shall specify (i) in the amount of funds to be contributed the capital sought by each MemberVenture Six or Venture Five, which shall be as applicable, as specified in proportion the Additional Capital Notice, or such other amount as Development Manager or Operating Property Manager, as applicable, may approve, in exchange for, as applicable, Additional Capital Units in Venture Six (subject to the respective Percentage Interests limitation of such paragraph (e) of this Section 3.5) or other interests (if any) specified in the Members determinedDevelopment Activity Agreement determined in accordance with the formula set forth in the Development Activity Agreement, or such additional interests specified in each case, as of the date immediately prior to Operating Property Activity Agreement determined in accordance with the Capital Call (each, an “Additional Capital Contribution”), (ii) formula set forth in the date on which funds are to be provided (the “Capital Call Date”) and (iii) the account of the Company to which such funds are to be transmittedOperating Property Activity Agreement, and (Bii) in the case of debt, an appropriate debt instrument. The Members acknowledge and agree that in the event a Capital LoanMember (or an Affiliate thereof) makes any such equity contribution to Venture Six or Venture Five, as applicable, directly, the Development Activity Interest or Operating Property Activity Interest, as applicable, shall specify (i) be reduced or diluted in accordance with the amount of funds to be lent by each Member, which shall be in proportion to the respective Percentage Interests of the Members determined, in each caseDevelopment Activity Agreement or Operating Property Activity Agreement, as applicable. The Development Manager or Operating Property Manager, as applicable, shall have the right to admit such Member (or its Affiliate) as a member of Venture Six or Venture Five, as applicable, and the date immediately prior right to amend the Capital Call (eachDevelopment Activity Agreement or Operating Property Activity Agreement, an “Additional Capital Loan”)as applicable, (ii) to reflect the Capital Call Date, (iii) the terms and conditions admission of such Additional Capital LoanMember (or its Affiliate) to Venture Six or Venture Five, including the interest rate and maturity date thereof, which shall be identical (other than with respect to amount) for each Member and (iv) the account of the Company to which such funds are to be transmitted. Unless otherwise agreed by the Members, all Additional Capital shall be in cash or immediately available funds. Additional Capital Loans shall be deemed to have been made on the same date if a Member shall have funded such Additional Capital Loan on or before the Capital Call Date. (b) For so long as any Capital Loans remain outstanding, and after payment in full of all principal of, and accrued but unpaid interest on, any Cash Shortfall Loan, all amounts otherwise available for distribution from the Company to the Members (whether before or after the Liquidation of the Company) shall be paid to the Members, if at all, first to repay such Capital Loans until the principal amount thereof and all interest accrued thereon have been paid in full to the lending Members. Payments in respect of any Capital Loans will be applied in the order that such Capital Loans were made, and all payments will be applied first to accrued but unpaid interest and then to reduce the outstanding principal amount of such Capital Loan. Any Capital Loans shall become automatically and immediately due and payable by the Company upon the sale of the VeriSign Member’s Units pursuant to Article VIII or Article IX hereof. Any Capital Loan shall be prepayable, together with accrued but unpaid interest, in whole or in part at any time without premium or penalty. (c) No Capital Calls may be made by the Company after the delivery of a First Call Exercise Notice, a First Put Option Exercise Notice or a Second Put Option Exercise Notice without Unanimous Board Consentapplicable. (d) Notwithstanding anything to the contrary in Sections 3.5(a) or (b), Development Manager or an Affiliate thereof may at any time loan funds as Affiliate Debt to Venture Six without any obligation to deliver an Additional Capital Notice to the Members. (e) Notwithstanding anything to the contrary in this Agreement to Section 3.5, without the contrary, a Capital Contribution or Capital Loan shall not count towards the computation Approval of the Agreed Upon Members in no event shall more than $50 million of additional equity be raised for Venture Six for which Additional Capital Contribution Amount or the Agreed Upon Debt Financing Amount if such Capital Contribution or Capital Loan (or the Capital Call Notice therefor) occurs substantially concurrently with a distribution by the Company or the Netherlands Joint Units in Venture of an amount in cash that corresponds with the amount of the Capital Call in questionSix are issued.