Common use of Additional Capital Contribution Clause in Contracts

Additional Capital Contribution. (a) The Board shall have the authority, by Requisite Board Approval, to make a capital call to the Common Members (and the Capital Contributions made by the Common Members pursuant to any capital call made after the Effective Date in accordance with the terms of this Agreement, “Additional Capital Contributions”). Subject to the terms of Section 6.6.2, the Board hereby authorizes Company Management to make any capital call that is a Permitted Capital Call by delivering an Additional Capital Contribution Notice in accordance with the terms of this Article III. All Capital Contributions, Shortfall Loans and Company Loans shall be made by means of wire transfer of immediately available funds to the account of the Company, or to such other account or by such other method as the Board specifies. (b) Subject to the terms of Section 3.1.2(a) above, Additional Capital Contributions may be requested from each Common Member in proportion to its Percentage Interest pursuant to a written capital call (an “Additional Capital Contribution Notice”) delivered to each Common Member stating the amount of capital required by the Company, the purpose of the contribution, and the date by which the Common Members are required to make the Additional Capital Contributions (an “Additional Capital Contribution Date”), which shall be no less than fifteen (15) Business Days from and after the date of receipt of the Additional Capital Contribution Notice by the Common Members. Each of the Common Members shall be obligated to contribute capital to the Company pursuant to an Additional Capital Contribution Notice only for Required Capital Contributions and, with respect to any Required Capital Contributions, shall be required to make such Required Capital Contribution on or prior to the applicable Additional Capital Contribution Date. (c) Notwithstanding anything to the contrary contained in this Agreement or any other Venture Agreement, (i) funding of Additional Capital Contributions pursuant to any Additional Capital Contribution Notice (other than for Required Capital Contributions) shall not be required, but shall be optional to any Common Member, (ii) subject to the foregoing clause (i) and Section 3.1.3 and Section 3.1.4, a Common Member shall not be permitted or have any obligation to contribute capital to the Company in excess of such Common Member’s Percentage Interest multiplied by the aggregate amount called from the Common Members pursuant to any Additional Capital Contribution Notice, (iii) unless otherwise agreed in writing by any Common Member, such Common Member’s Additional Capital Contributions in respect of any Additional Capital Contribution Notice will be deemed to be made and accepted at the same time as each other Common Member’s Additional Capital Contribution in respect of the same Additional Capital Contribution Notice has been made and accepted by the Company. If the Common Members fail to fund (or to commit to fund) the full amount of any Required Capital Contributions within fifteen (15) Business Days of the due date therefor, upon the written demand of any funding Common Member, the Company shall return any amounts funded by such Common Member in connection with the applicable Additional Capital Contribution Notice, provided such funding Common Member shall not be deemed a Non-Funding Member notwithstanding the return of such Additional Capital Contributions. The Common Members expressly agree that damages at law would not be an adequate remedy for a breach or threatened breach of the provisions set forth in this Section 3.1.2(c). (d) Except as expressly provided in this Section 3.1.2, Section 3.1.3 and/or Section 3.1.4, none of the Members shall be required, entitled or permitted to make any Capital Contributions to the Company. No Member shall be paid interest on any Capital Contribution to the Company. No Member shall have the right to demand a withdrawal, reduction or return of its Capital Contributions.

Additional Capital Contribution. In addition to the Initial Capital Contributions of the Members, within one-hundred and twenty (120) days after the closing on the purchase of the Vacant Land, Manager shall submit to the Members the construction budget for the Development of the Project “Development”), and and the related documents, including without limitation, the design documents, all necessary permits and approvals by the relevant governmental entities necessary for the Development, general contractor construction contract, the term sheet of the proposed construction loan, setting forth the timing and comprehensive budget for the commencement and completion of the Development of the Project, and the detailed as completed estimated fair market value of the Project assuming either holding the Project for rental value or sale of the Project. The Members shall either agree in writing to fund the additional Capital Contributions to the Company (the “Additional Capital Contribution”) or elect to not go forward with the Development of the Project and sell the Vacant Land and distribute the proceeds under Article 5 of this Agreement. If the Members elect to proceed with the Development of the Project, the Additional Capital Contribution shall be funded between Class B Members according to their agreed contributions which when funded shall be added to the respective contributing Members Capital Account Balance by the Members. (a) The Board If any Member (hereinafter a “Defaulting Member”) shall have the authority, by Requisite Board Approval, fail to make a capital call to the Common Members (and the Capital Contributions made by the Common Members pursuant to contribute all or any capital call made after the Effective Date in accordance with the terms portion of this Agreement, “Additional Capital Contributions”). Subject to the terms of Section 6.6.2, the Board hereby authorizes Company Management to make any capital call that is a Permitted Capital Call by delivering an its Additional Capital Contribution Notice in accordance with called for pursuant to Section 4.2(a) within thirty (30) days of the terms of this Article III. All Capital Contributionscall therefor or date otherwise due, Shortfall Loans and Company Loans then the non-Defaulting Member shall be made by means of wire transfer of immediately available funds entitled, but not required, at its option: (i) To loan to the account Company the amount of the CompanyAdditional Capital Contribution which the Defaulting Member failed to contribute; or (ii) To make a Capital Contribution to the Company in the amount of the Additional Capital Contribution which the Defaulting Member failed to contribute, or to such other account or by such other method as the Board specifies(collectively, a “Shortfall Contribution”). (b) Subject If the non-Defaulting Member elects to the terms of make a loan pursuant to Section 3.1.2(a4.2(b)(i) above, Additional Capital Contributions may be requested from each Common Member in proportion to its Percentage Interest pursuant to a written capital call (an “Additional Capital Contribution Notice”) delivered to each Common Member stating the amount sum of capital required the funding made by the Company, the purpose non-Defaulting Member on behalf of the contribution, Defaulting Member is hereinafter referred to as a “Default Member Loan,” and the date by which the Common Members are required to make the Additional Capital Contributions (an “Additional Capital Contribution Date”), which shall be no less than fifteen (15) Business Days from and after the date of receipt of the Additional Capital Contribution Notice by the Common Members. Each of the Common Members shall be obligated to contribute capital such Default Member Loan to the Company pursuant shall bear interest at a rate equal to an Additional Capital Contribution Notice only for Required Capital Contributions and, with respect to any Required Capital Contributions, eighteen percent (18%) per annum (the “Default Loan Interest Return”). Interest shall be required to make such Required Capital Contribution accrue on or prior to Default Member Loan from the applicable Additional Capital Contribution Datedate the funds are actually received by the Company from the non-Defaulting Member until the date that the Default Member Loan isrepaid in full. If there is more than one Default Member Loan then the Default Member Loan made most recently in time shall have priority over older Default Member Loans. (c) Notwithstanding anything If the non-Defaulting Member elects to make a Shortfall Contribution, then upon receipt by the contrary contained in this Agreement or Company of the Shortfall Contribution, the Percentage Interest of the non-Defaulting Member shall automatically, and without further act on the part of any other Venture Agreementparty, be increased (and the Percentage Interest of the Defaulting Member shall automatically, and without further act on the part of any party, be correspondingly decreased), to equal the percentage equal to a fraction, the numerator of which is the sum of: (i) funding the amount of Additional such Shortfall Contribution and the respective Capital Account Balance shall be adjusted accordingly to reflect the Shortfall Contribution and the denominator of which is the sum of the Total Capital Contributions pursuant to any Additional Capital Contribution Notice (other than for Required Capital Contributions) shall not be required, but shall be optional to any Common Member, (ii) subject to the foregoing clause (i) and Section 3.1.3 and Section 3.1.4, a Common Member shall not be permitted or have any obligation to contribute capital to the Company in excess of such Common Member’s Percentage Interest multiplied by the aggregate amount called from the Common Members pursuant to any Additional Capital Contribution Notice, (iii) unless otherwise agreed in writing by any Common Member, such Common Member’s Additional Capital Contributions in respect of any Additional Capital Contribution Notice will be deemed to be made and accepted at the same time as each other Common Member’s Additional Capital Contribution in respect of the same Additional Capital Contribution Notice has been made and accepted by Members, including the Company. If the Common Members fail to fund (or to commit to fund) the full amount of any Required Capital Contributions within fifteen (15) Business Days of the due date therefor, upon the written demand of any funding Common Member, the Company shall return any amounts funded by such Common Member in connection with the applicable Additional Capital Contribution Notice, provided such funding Common Member shall not be deemed a Non-Funding Member notwithstanding the return of such Additional Capital Contributions. The Common Members expressly agree that damages at law would not be an adequate remedy for a breach or threatened breach of the provisions set forth in this Section 3.1.2(c)Shortfall Contribution. (d) Except as expressly provided in this Section 3.1.2, Section 3.1.3 and/or Section 3.1.4, none of the Members shall be required, entitled or permitted to make any Capital Contributions to the Company. No Member shall be paid interest on any Capital Contribution to the Company. No Member shall have the right to demand a withdrawal, reduction or return of its Capital Contributions.

Additional Capital Contribution. (a) The In the event that the Board shall have the authority, by Requisite Board Approval, of Managers determines to make a capital call to the Common Members (and the Capital Contributions made by the Common Members pursuant to any capital call made after the Effective Date for additional cash contributions in accordance with the terms of this Agreement, each Member may (in its sole discretion) contribute to the capital of the Company in cash only (an “Additional Capital ContributionsContribution”). Subject to ) its proportionate share, based on its Percentage Interest, of the terms aggregate amount of Section 6.6.2, any additional cash contributions called for by the Board hereby authorizes Company Management of Managers in accordance with this Agreement and the Annual Business Plan; provided, that each Member shall be required to make any capital call that is a Permitted Capital Call by delivering an its Minimum Additional Capital Contribution Notice in accordance with the terms of this Article III. All Capital Contributions, Shortfall Loans if and Company Loans shall be made by means of wire transfer of immediately available funds to the account of the Company, or extent called pursuant to such other account or by such other method as the Board specifiesSection 6.3 and Exhibit F (Reserved Matters). (b) Subject Without limiting any Member’s rights under Section 9.2, upon the failure of a Member to the terms of Section 3.1.2(a) above, Additional Capital Contributions may be requested from each Common Member in proportion to its Percentage Interest pursuant to a written capital call (an “make any Additional Capital Contribution Noticerequired by Section 3.4(a) within one month (which may be extended subject to reasonable approval by the Board of Managers) after the call for Additional Capital Contribution issued by the Board of Managers, or upon written notice that a Member does not intend to make any Additional Capital Contribution (the portion thereof not contributed by such non-contributing Member being referred to herein as the “Deficiency”) delivered to each Common Member stating ), the Board of Managers shall give written notice of such failure, including the amount of capital required by the Companysuch Deficiency, the purpose of the contributionto any other contributing Member(s). Each such contributing Member may, in its sole and the date by which the Common Members are required to make the Additional Capital Contributions absolute discretion, within five (an “Additional Capital Contribution Date”), which shall be no less than fifteen (155) Business Days from and or a reasonable period of time (taking into account of the applicable regulatory approvals required for such contribution) after the date of receipt of such written notice, contribute all or any portion of such Deficiency to the capital of the Company (a “Deficiency Contribution”). To the extent that more than one contributing member wished to make a Deficiency Contribution, each such contributing Member shall be allocated their proportionate share of the Deficiency. In the event of any such Deficiency, the Percentage Interests of the Members shall be adjusted so that the non-contributing Member's Percentage Interest is reduced by an amount (expressed in terms of a percentage) equal to the quotient determined by dividing (i) the amount of such Deficiency by (ii) FMV (after giving effect to the Additional Capital Contribution Notice by and any Deficiency Contribution); and the Common Members. Each aggregate Percentage Interests of the Common Members contributing Member(s) shall be obligated to contribute capital increased by a like amount (and in proportion to the Company pursuant to an Additional Capital Deficiency Contribution Notice only for Required Capital Contributions and, with respect to any Required Capital Contributions, shall be required to make such Required Capital Contribution on or prior to the applicable Additional Capital Contribution Datemade by each contributing Member). (c) Notwithstanding anything to the contrary contained in this Agreement or Section 3.4, any other Venture Agreement, Member (ithe “Accelerated Contribution Member”) funding of Additional Capital Contributions pursuant to any Additional Capital Contribution Notice (other than for Required Capital Contributions) shall not be required, but shall be optional to any Common Member, (ii) subject to may contribute the foregoing clause (i) and Section 3.1.3 and Section 3.1.4, a Common Member shall not be permitted or have any obligation to contribute capital to the Company in excess of such Common Member’s Percentage Interest multiplied by the aggregate entire amount called from the Common Members pursuant to any Additional Capital Contribution Notice, (iii) unless otherwise agreed in writing by any Common Member, such Common Member’s Additional Capital Contributions in respect of any Additional Capital Contribution Notice will be deemed to be made (and accepted at have its Membership Interest adjusted accordingly) without complying with the same time as each other Common Member’s Additional Capital Contribution ten (10) Business Day period in respect the first sentence of the same Additional Capital Contribution Notice has been made and accepted by Section 3.4(b) if the Company’s liquidity needs necessitate such funds on an expedited basis. If In such case, each Member (other than the Common Members fail to fund (or to commit to fundAccelerated Contribution Member) the full amount of any Required Capital Contributions within fifteen (15) Business Days of the due date therefor, upon the written demand of any funding Common Member, the Company shall return any amounts funded by such Common Member in connection with the applicable Additional Capital Contribution Notice, provided such funding Common Member shall not be deemed a Non-Funding Member notwithstanding the return of such Additional Capital Contributions. The Common Members expressly agree that damages at law would not be an adequate remedy for a breach or threatened breach of the provisions set forth in this Section 3.1.2(c). (d) Except as expressly provided in this Section 3.1.2, Section 3.1.3 and/or Section 3.1.4, none of the Members shall be required, entitled or permitted to make any Capital Contributions to the Company. No Member shall be paid interest on any Capital Contribution to the Company. No Member shall have the right to demand make its pro rata share of the Additional Capital Contribution by delivering an exercise notice within ten (10) Business Days after receipt of the capital call notice relating to the Additional Capital Contribution, in which case, the Accelerated Contribution Member shall be entitled to a withdrawal, reduction or return of capital distribution (and its Membership Percentage shall be adjusted) so that each Member’s aggregate Additional Capital ContributionsContribution and Membership Percentage is the same as if the Accelerated Contribution Member and the other Members made the Additional Capital Contribution on the same date.