Common use of Additional Capital Clause in Contracts

Additional Capital. (a) If the 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 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 pro-rata basis depending upon the number of Equity Shares then held by such shareholders, by way of subscription for additional Equity Shares in accordance with Section 81(1) of the Act or provide a loan to the Company on a pro-rata basis depending upon the number of Equity Shares then held by such Shareholder, all as determined by the Board and set forth in the Funding Notice. (b) 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 period for which such newly issued shares are in existence. (c) If any offer to subscribe for Equity Shares pursuant to Clause 3.2(a) (such 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 third Person (other than, in the case of the Strategic Partner to a nominee which is an Affiliate of the Strategic Partner, and in the case of the Government to a nominee 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, either directly or through its nominee or partly directly and partly through its nominee, on the same terms and conditions that such Right is proposed to be renounced in favour of such third Person (other than an nominee of the renouncing Shareholder). The Person in whose favour the Right is renounced should be a creditworthy, genuine and reputed party and 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. (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, Strategic Partner agrees that except with the prior written approval of the Government, it shall not take or cause to be undertaken any steps for a period of 1 (one) year from the 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 total issued and subscribed equity share capital of the 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 any way liable for the payment of such funds.

Additional Capital. (a) If In the Boardevent the Board approves a request for additional capital from the Members, either in exercise the form of good faith and in its reasonable judgement, determines that the Company requires additional funds and that such funds cannot be obtained from banks a Capital Loan or other financial institutions on reasonable arms-length commercial terms Capital Contribution (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(sa “Capital Call”), the Board 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 pro-rata basis depending upon the number of Equity Shares then held by such shareholders, by way of subscription for additional Equity Shares in accordance with Section 81(16.7(b) of or Section 6.8(a), as the Act or provide a loan case may be, the Company shall request by written notice that the Members contribute to the Company on a pro-rata basis depending upon the number of Equity Shares then held by such Shareholderadditional capital, all in proportion to their respective Percentage Interests, as determined 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 set forth (A) in the Funding Noticecase 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) If additional capital is 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 contributed 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 Clause 3.2(a) by way of subscription for additional Equity Shares, then the subscription price for each such additional Equity Shares Article VIII or Article IX hereof. Any Capital Loan shall be determined by the Board and set out prepayable, together with accrued but unpaid interest, 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 whole or in all respects, except for the purposes of dividend which shall be pro rated to the period for which such newly issued shares are in existencepart at any time without premium or penalty. (c) If any offer to subscribe for Equity Shares pursuant to Clause 3.2(a) (such offerNo Capital Calls may be made by the Company after the delivery of a First Call Exercise Notice, 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 third Person (other than, in the case of the Strategic Partner to First Put Option Exercise Notice or a nominee which is an Affiliate of the Strategic Partner, and in the case of the Government to a nominee 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) Second Put Option Exercise Notice without first giving the other Shareholders a reasonable opportunity on a pro-rated basis to acquire such Right, either directly or through its nominee or partly directly and partly through its nominee, on the same terms and conditions that such Right is proposed to be renounced in favour of such third Person (other than an nominee of the renouncing Shareholder). The Person in whose favour the Right is renounced should be a creditworthy, genuine and reputed party and 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 AgreementUnanimous Board Consent. (d) Any Person other than Notwithstanding anything in this Agreement to the contrary, a Party hereto, who acquires any Equity Shares in 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 pursuant to Clause 3.2 (c), shall execute a deed or the Netherlands Joint Venture of adherence prior to becoming a shareholder an amount in cash that corresponds with the amount of the Company whereby it undertakes to adhere to the terms and conditions of this AgreementCapital Call in question. (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, Strategic Partner agrees that except with the prior written approval of the Government, it shall not take or cause to be undertaken any steps for a period of 1 (one) year from the 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 total issued and subscribed equity share capital of the 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 any way liable for the payment of such funds.

Additional Capital. (a) If Concurrently with the Boardexecution and delivery of this Agreement, in exercise of good faith and in its reasonable judgement, determines that the Company requires additional funds agrees to sell to Farr▇▇▇ ▇,▇50,000 shares of Common Stock at a price of $0.40 per share (the "Initial Shares"). Farr▇▇▇ ▇▇▇ll pay for such shares by executing 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 delivering to the Company than reasonable arms-length commercial terms) and without guarantees a note, payable 18 months following the date of or recourse to this Agreement in the Shareholders or the Principal(s) or any Person not dealing at arm’s length with any Shareholder or the Principal(s), the Board may request by issuance amount of notice $500,000 (the "Funding Notice") to all the shareholders of the Company, to contribute, within 90 days after the issuance of the Funding Notice (the "Funding PeriodFirst Stock Note"). Until the First Stock Note has been paid in full, additional capital to the Company, on a pro-rata basis depending upon the number of Equity Initial Shares then held by such shareholders, by way of subscription for additional Equity Shares in accordance with Section 81(1) of the Act or provide a loan shall be pledged to the Company on pursuant to a pro-rata basis depending upon pledge agreement in form and substance reasonably satisfactory to the number of Equity Shares then held by such Shareholder, all as determined by the Board Company and set forth in the Funding NoticeFarr▇▇▇. (b) If Subject to the approval of the Company's stockholders, the Company agrees to sell to Farr▇▇▇ ▇▇ additional capital is 1,250,000 shares of Common Stock at a price of $0.40 per share (the "Additional Shares"). Farr▇▇▇ ▇▇▇ll pay for the Additional Shares by executing and delivering to be contributed pursuant to Clause 3.2(a) by way the Company a note, payable 18 months following the date of subscription for additional Equity Sharesthis agreement in the amount of $500,000 (the "Second Stock Note"). Until the Second Stock Note has been paid in full, then the subscription price for each such additional Equity Additional 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 pledged to the period for which such newly issued shares are Company pursuant to a pledge agreement in existenceform and substance reasonably satisfactory to the Company and Farr▇▇▇. (c) If Farr▇▇▇ ▇▇▇ at any offer time or from time to subscribe for Equity Shares pursuant to Clause 3.2(a) (time prepay the First Stock Note or the Second Stock Note without premium or penalty. Upon any such offerprepayment, the "Right") includes Company shall release from the applicable pledge a right number of shares of Initial Shares or Additional Shares equal to renounce the Right in favour of any other Person, then, no Shareholder shall renounce such Right in favour of any third Person (other than, in the case of the Strategic Partner to a nominee which is an Affiliate of the Strategic Partner, and in the case of the Government to a nominee 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, either directly or through its nominee or partly directly and partly through its nominee, on the same terms and conditions that such Right is proposed to be renounced in favour amount of such third Person (other than an nominee of the renouncing Shareholder). The Person in whose favour the Right is renounced should be a creditworthy, genuine and reputed party and 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 Agreementprepayment divided by $.40. (d) Any Person other than a Party hereto, who acquires any Equity Shares in Promptly following 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 executing and conditions delivery of this Agreement, but in any event pursuant to an exemption from registration under the Act, the Company shall use its best efforts to sell no less than 2,500,000 shares of the Common Stock at a price of not less than $0.40 per share (the "Private Placement Shares"). Farr▇▇▇ ▇▇▇ees that he or any entity designated by him and reasonably acceptable to the Company (the "Guarantor") will purchase not less than 625,000 of the Private Placement Shares, provided, however, that the obligation of the Guarantor hereunder shall not exceed $250,000. Farr▇▇▇ ▇▇▇ees that the net proceeds from the sale of the Private Placement Shares shall be used in the Company's cigar business. (e) The rights of such Person shall be determined in As promptly as possible following 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 execution and privileges on behalf of such nominee and shall be responsible for all the duties and obligations of such nominee under the terms delivery of this Agreement. The rights , the Company shall offer its existing creditors known as the "Bridge Note" holders the opportunity to convert the unpaid principal amounts of the non-renouncing Shareholder and all accrued but unpaid interest on 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 nomineeBridge Notes into shares of Common Stock at a price of $0.40 per share. 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, Strategic Partner agrees that except with the prior written approval of the Government, it shall not take or cause to be undertaken any steps for a period of 1 (one) year from the 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 total issued and subscribed equity share capital of the 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 any way liable for the payment of such funds.

Additional Capital. (a) If Except as provided in this Agreement or as otherwise unanimously agreed by the BoardShareholders, in exercise none of good faith and in the Shareholders shall be obligated to acquire additional Shares or to make loans to the Corporation or guarantee its reasonable judgementindebtedness. It is the intention of the Parties that further funds required by the Corporation from time to time will be obtained, determines that to the Company requires additional funds and that such funds cannot be obtained extent possible, by borrowing from Canadian chartered banks or other financial institutions on reasonable arms-length commercial terms (or terms that are more favourable lenders acceptable 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 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 pro-rata basis depending upon the number of Equity Shares then held by such shareholders, by way of subscription for additional Equity Shares in accordance with Section 81(1) of the Act or provide a loan to the Company on a pro-rata basis depending upon the number of Equity Shares then held by such Shareholder, all as determined by the Board and set forth in the Funding NoticeBoard. (b) If the Board determines, consistent with the other provisions of this Agreement, that the Corporation requires an amount of additional capital is or other funding (the “Required Capital”) and the Required Capital cannot be obtained from Canadian chartered banks or other lenders on reasonable commercial terms, the Corporation shall give notice (an “Offer Notice”) to each Shareholder, stating the aggregate amount of the Required Capital sought and the price and terms of the First Preferred Debentures 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 issued by the Board and set out in Corporation to raise 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 period for which such newly issued shares are in existenceRequired Capital. (c) If any offer Any Shareholder wishing to subscribe for purchase First Preferred Debentures pursuant to an Offer Notice (a “Subscribing Shareholder”) shall, no later than 20 calendar days following the delivery by the Corporation of such Offer Notice, so indicate by Notice to the Corporation (a “Subscription Notice”). Such Subscription Notice must indicate the maximum principal amount of such First Preferred Debentures that such Subscribing Shareholder wishes to purchase (the “Subscription Amount”), which Subscription Amount may be greater than, equal to or less than such Subscribing Shareholder’s Pro Rata Share of the Required Capital. “Pro Rata Share” means a share equal to a fraction, the numerator of which is the number of votes that may be exercised in respect of the First Equity Shares pursuant to Clause 3.2(a) (held by such offer, Subscribing Shareholder as at 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 third Person (other than, in the case date of the Strategic Partner to a nominee Offer Notice and the denominator of which is an Affiliate the aggregate number of votes that may be exercised in respect of all of the Strategic Partner, issued and in the case of the Government to a nominee 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, either directly or through its nominee or partly directly and partly through its nominee, on the same terms and conditions that such Right is proposed to be renounced in favour of such third Person (other than an nominee of the renouncing Shareholder). The Person in whose favour the Right is renounced should be a creditworthy, genuine and reputed party and 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. (d) Any Person other than a Party hereto, who acquires any outstanding First 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 Agreementheld by all such Subscribing Shareholders as at such date. (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, Strategic Partner agrees that except with the prior written approval of the Government, it shall not take or cause to be undertaken any steps for a period of 1 (one) year from the 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 total issued and subscribed equity share capital of the 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 any way liable for the payment of such funds.

Additional Capital. (a) If Notwithstanding any other provision of this Agreement, if the 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)funds, the Board may request request, by issuance of a notice (the "Funding NoticeFUNDING NOTICE") to all the shareholders of the Company, to contribute, within 90 days (ninety) Business Days after the issuance of the Funding Notice (the "Funding PeriodFUNDING PERIOD"), additional capital to the Company, on a pro-rata pro rated basis depending upon the number of Equity Shares of the Company then held by such shareholders, by way of subscription for additional Equity Shares in accordance with Section 81(1) of the Act or provide a loan to the Company on a pro-rata basis depending upon the number of Equity Shares then held by such ShareholderCompany, all as determined by the Board and set forth in the Funding Notice. (b) If additional capital is to be contributed pursuant to Sub-Clause 3.2(a) by way of subscription for additional Equity SharesShares of the Company, then the subscription price for each such additional Equity Shares shall be determined by the Board and set out in the Funding Notice. The SP shall cause the Company shallto, 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, respects except for the purposes purpose of dividend which that shall be pro rated to the period for which such newly issued shares Shares are in existence. (c) If any offer to shareholders to subscribe for Equity Shares of the Company made pursuant to Clause 3.2(a) (such offer, the "RightRIGHT") includes a right to renounce the Right in favour of any other PersonThird Party, then, no Shareholder shall renounce such Right in favour of any third Person such Third Party (other than, in the case of the Strategic Partner to a nominee which is than an Affiliate of the Strategic Partner, and in the case of the Government to a nominee which is either a government company under the provisions of the Act or is a public financial institution notified under Section 4A of the Actrenouncing Shareholder) without first giving the other Shareholders Shareholder a reasonable opportunity on a pro-rated basis to acquire such Right, either directly or through its nominee or partly directly and partly through its nominee, on the same terms and conditions that are not less favourable to the terms and conditions on which such Right is proposed to be renounced in favour of any such third Person Third Party (other than an nominee Affiliate of the renouncing Shareholder). The Person in whose favour the Right is renounced should be a creditworthy, genuine and reputed party and shall execute a deed Deed of adherence prior to becoming a shareholder of the Company, whereby it undertakes Adherence undertaking to adhere to the terms and conditions of this AgreementAgreement prior to becoming a shareholder in the Company. (d) Any Person other than a Party hereto, who which acquires any Equity Shares in the Company pursuant to Clause 3.2 (c3.2(c), shall execute a deed Deed of adherence prior to becoming a shareholder of the Company whereby it undertakes Adherence undertaking 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 In the event that a non- 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 rights or privileges right 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 In the event that the non- 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 partyThird Party, such renouncing Shareholder shall exercise all the rights and privileges on behalf of such third party Third Party and shall be responsible for all the duties and obligations of such third party Third Party under the terms of this Agreement. The rights of the renouncing Shareholder and such third party Third Party shall be the rights available to the renouncing Shareholder under this Agreement and no additional rights or privileges right shall accrue to or be available to the renouncing Shareholder or the third partyThird Party. (f) Notwithstanding anything to the contrary in this Agreement, Strategic Partner agrees that except with the prior written approval of the Government, it shall not take or cause to be undertaken any steps for a period of 1 (one) year from the 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 total issued and subscribed equity share capital of the Company. (ge) 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 Shareholder under this Agreement or make such Shareholder in any way liable for the payment of such funds.

Additional Capital. (a) If Immediately following the BoardClosing, in exercise the Majority Stockholders, either directly or through one or more designees thereof (for the purposes of good faith this Section 12, "Financial Advisor") and in its reasonable judgementthe management of the combined companies shall use their best efforts to obtain, determines that the Company requires additional funds through one or more private placements of unregistered equity securities of HWWI, 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 and conditions satisfactory to the Company Seller, an investment in HWWI of not less than reasonable arms-length commercial terms) and without guarantees $1,000,000, $500,000 of or recourse to the Shareholders or the Principal(s) or any Person which shall be made not dealing at arm’s length with any Shareholder or the Principal(s), the Board may request by issuance of notice later than thirty days after Closing (the "Funding NoticeFirst Investment") to all and the shareholders balance of the Company, to contribute, within 90 which shall be made not later than ninety days after the issuance of the Funding Notice Closing (the "Funding PeriodSecond Investment"), additional capital to the Company, on a pro-rata basis depending upon the number of Equity Shares then held by such shareholders, by way of subscription for additional Equity Shares in accordance with Section 81(1) of the Act or provide a loan to the Company on a pro-rata basis depending upon the number of Equity Shares then held by such Shareholder, all as determined by the Board and set forth in the Funding Notice. (b) If additional capital is GEM Global Yield Fund (or its designees(s)), collectively referred to as "GEM") will be contributed pursuant entitled to Clause 3.2(areceive warrants in the form of Exhibit B (the "Warrants") to purchase up to 1,000,000 shares of Common Stock, exercisable at a price of $1.00 per share, as compensation for acting as an advisor to PIP with respect to this transaction. The Warrants will be issued in units of 100,000 shares of Common Stock and will be held in escrow by way Morrison Cohen Singer & Weinstein, LLP in accordance with the terms o▇ ▇▇▇ ▇▇r▇▇▇▇ Escrow Agr▇▇▇▇▇▇ ▇▇ the form of subscription for additional Equity SharesExhibit C. GEM agrees that neither the Warrants nor any shares of Common Stock issuable upon exercise of the Warrants may be sold prior to the second anniversary of Closing, then except with the subscription price for each express written permission of the Board of Directors of HWWI and such additional Equity Shares shares shall be determined by placed and held in escrow in accordance with the Board and set out Restricted Stock Escrow Agreement in the Funding Notice. The Company shall, promptly upon form of Exhibit D (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 period for which such newly issued shares are in existence"Restricted Stock Escrow Agreement"). (c) If The right of GEM to receive all or any offer to subscribe for Equity Shares pursuant to Clause 3.2(a) portion of the first 500,000 Warrants shall expire in the event that the First Investment is not completed within 30 days of Closing (such offer, the "RightFirst Expiration Date") includes a and the right of GEM to renounce receive all or any portion of the Right in favour of any other Person, then, no Shareholder remaining 500,000 Warrants shall renounce such Right in favour of any third Person (other than, expire in the case event the Second Investment is not completed within 90 days of Closing (the Strategic Partner to a nominee which is an Affiliate of the Strategic Partner, and in the case of the Government to a nominee 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, either directly or through its nominee or partly directly and partly through its nominee, on the same terms and conditions that such Right is proposed to be renounced in favour of such third Person (other than an nominee of the renouncing Shareholder"Second Expiration Date"). The Person expiration of such right to receive Warrants shall be made on a pro rata basis in whose favour proportion to the Right is renounced should be a creditworthyamount, genuine and reputed party and shall execute a deed if any, of adherence the First Investment or the Second Investment actually made into HWWI on or prior to becoming a shareholder such dates. Accordingly, if an aggregate of $700,000 is invested 60 days after Closing, GEM would not be entitled to receive any portion of the Company, whereby it undertakes to adhere first 500,000 Warrants as the First Investment was not completed prior to the terms and conditions of this AgreementFirst Expiration Date but would be entitled to receive the remaining 500,000 Warrants if the Second Investment was completed prior to the Second Expiration Date. (d) Any Person other than The holders of the Warrants shall be entitled to piggy-back registration rights in accordance with the terms of a Party hereto, who acquires any Equity Shares Registration Rights Agreement 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.form attached hereto as Exhibit E. (e) The rights of such Person In no event shall the Financial Advisor be determined entitled to reimbursement for its expenses in the following manner: i) Subject to the provisions of Clause 3.2 (c) above, in the event that a non- renouncing Shareholder exercises connection with 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 nomineeefforts. 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, Strategic Partner agrees that except with the prior written approval of the Government, it shall not take or cause to be undertaken any steps for a period of 1 (one) year from the 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 total issued and subscribed equity share capital of the 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 any way liable for the payment of such funds.

Additional Capital. (a) If To the Board, in exercise of good faith and in its reasonable judgement, determines extent that the Company Partnership• requires additional funds and that such funds cannot be obtained from banks or for expenditures for Capital Expenditures other financial institutions on reasonable arms-length commercial terms than as hereinabove provided for (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“Additional Capital”), the Board may request by issuance of General Partner shall give at least ten days’ written notice (the "Funding “Capital Notice"”) to all the shareholders Partners, specifying in reasonable detail (i) the total amount of the Company, to contribute, within 90 days after the issuance of the Funding Notice Additional Capital required; (ii) each Partner’s pro rata share (the "Funding Period"), additional capital to the Company, on a pro-rata basis depending upon the number of Equity Shares then held by such shareholders, by way of subscription for additional Equity Shares in accordance with Section 81(1“Requested Amount”) of the Act or provide a loan to Additional Capital; (iii) the Company date (the “Capital Demand Daze”) on a pro-rata basis depending upon which the number of Equity Shares then held by such Shareholder, all as determined by the Board and set forth in the Funding Notice. (b) If additional capital Additional Capital is to be contributed pursuant to Clause 3.2(athe Partnership; and (iv) by way of subscription for additional Equity Sharesthe terms on which the Additional Capital is to be contributed to the Partnership. Each Partner shall contribute its Requested Amount on or before the Capital Demand Date. In the event any Partner fails to contribute its Requested Amount prior to the Capital Demand Date (such Partner being herein referred to as the “Defaulting Partner”), then each nondefaulting Partner (“Nondefaulting Partner”) shall have the subscription price for each right to contribute the amount of capital not contributed by the Defaulting Partner in proportion to the ratio of the respective Percentage Interest of the Nondefaulting Partners who so contribute. In the event a Nondefaulting Partner contributes toward the Requested Amount not contributed by the Defaulting Partner but contributes less than its pro rata share of such additional Equity Shares amount, the difference may be contributed by any or all of the other Nondefaulting Partners, pro rata. All such contributions shall be determined made within 10 days of notification to the Nondefaulting Partners of the Defaulting Partner’s failure to contribute the full Requested Amount. In the event the Nondefaulting Partners do not contribute sums sufficient to cover the amount of capital not contributed 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 period for which such newly issued shares are in existence. (c) If any offer to subscribe for Equity Shares pursuant to Clause 3.2(a) (such offerDefaulting Partner within said 10 days, the "Right") includes General Partner may provide or arrange for a right to renounce loan evidenced by promissory notes containing terms, interest rates, maturities, and security as the Right in favour of any other Person, then, no Shareholder shall renounce such Right in favour of any third Person (other thanGeneral Partner, in the case of the Strategic Partner to a nominee which is an Affiliate of the Strategic Partner, and in the case of the Government to a nominee 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, either directly or through its nominee or partly directly and partly through its nominee, on the same terms and conditions that such Right is proposed to be renounced in favour of such third Person (other than an nominee of the renouncing Shareholder). The Person in whose favour the Right is renounced should be a creditworthy, genuine and reputed party and 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. (d) Any Person other than a Party hereto, who acquires any Equity Shares in the Company pursuant to Clause 3.2 (c)sole discretion, shall execute a deed of adherence prior to becoming a shareholder of determine; provided that if the Company whereby it undertakes to adhere to the terms and conditions of this Agreement. (e) The rights of General Partner provides such Person shall be determined in the following manner: i) Subject to the provisions of Clause 3.2 (c) aboveloans, 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 Agreementsuch loans shall be substantially similar to those terms which might be arranged with a non-Affiliate lender. The rights General Partner may pledge or grant security interests in any and all 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 Partnership’s assets as security for all the duties and obligations of such third party under the terms of this Agreement. The rights any indebtedness of the renouncing Shareholder and Partnership. In arranging such third party shall be loans, 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, Strategic General Partner agrees that except with the prior written approval of the Government, it shall not take be required to guarantee, or cause to be undertaken otherwise put its credit behind, any steps for a period of 1 (one) year loans from the 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 total issued and subscribed equity share capital of the Companythird-party institutions. (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 any way liable for the payment of such funds.

Additional Capital. (a) If In the Boardevent a Manager determines at any time or from time to time that either the Development Activity or the Operating Property Activity needs funds or capital in addition to the original capital contributed by the Members, the Manager of the activity requiring funds or capital shall have the right, power and authority on behalf of the Company (in exercise the Company’s capacity as the managing member of good faith 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 paragraph (d) of this Section 3.5 with respect to the Development Activity, if a Manager of Development Activity or Operating Property Activity in its reasonable judgementsole discretion determines to seek funds or capital in addition to third party debt and the original equity capital contributed by the Members, determines that 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 requires setting forth (i) the purposes for which the additional funds are needed, (ii) the amount sought for the activity, and that such (iii) the date when the funds canwill 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 3.5 shall not have any priority current return and shall be obtained from banks 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 financial institutions on reasonable arms-length commercial terms (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 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) Operating Property Manager, as applicable, or any Person not dealing Affiliate of either Development Manager or Operating Property Manager, as applicable, shall bear interest at arm’s length with any Shareholder or an interest rate floating at 3% per annum over the Principal(smonthly average of the Federal Funds rate (as published from time to time in Federal Reserve Statistical Release H.15), the Board 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 pro-rata basis depending upon the number of Equity Shares then held by such shareholders, by way of subscription for additional Equity Shares but in accordance with Section 81(1) of the Act or provide a loan to the Company on a pro-rata basis depending upon the number of Equity Shares then held by such Shareholder, all as determined by the Board and set forth in the Funding Noticeno event less than 10% per annum. (b) If additional 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 is or debt required from the Company pro rata in accordance with their respective Member Development Percentages or, as applicable, Member Property Percentages. In order to be contributed pursuant valid, such election must be exercised by delivery of written notice of election to Clause 3.2(a) by way the applicable Manager not later than the 10th Business Day after the date of subscription for additional Equity Shares, then the subscription price for each Additional Capital Notice. Failure of a Member to deliver such additional Equity Shares notice of election on or before the 10th Business Day after the date of the Additional Capital Notice shall be determined 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 Board and set out in the Funding Additional Capital 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 period for which such newly issued shares are in existence. (c) If any offer to subscribe for Equity Shares pursuant to Clause 3.2(a) (such 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 third Person (other than, in the case of the Strategic Partner to a nominee which is an Affiliate of the Strategic Partner, and in the case of the Government to a nominee 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, either directly or through its nominee or partly directly and partly through its nominee, on the same terms and conditions that such Right is proposed to be renounced in favour of such third Person (other than an nominee of the renouncing Shareholder). The Person in whose favour the Right is renounced should be a creditworthy, genuine and reputed party and 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. (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 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 contribution of equity or debt to the Company and instead shall be entitled (but not required) to make (or cause its Affiliates to make) a capital contribution or loan, as the case may be, directly to Venture Six or Venture Five, as applicable, (i) in the case of equity, in the amount of the capital sought by Venture Six or Venture Five, as applicable, as specified in 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 limitation of such paragraph (e) of this Section 3.5) or other interests (if any) specified in the Development Activity Agreement determined in accordance with the formula set forth in the Development Activity Agreement, Strategic Partner agrees that except or such additional interests specified in the Operating Property Activity Agreement determined in accordance with the prior written approval formula set forth in the Operating Property Activity Agreement, and (ii) in the case of debt, an appropriate debt instrument. The Members acknowledge and agree that in the Governmentevent a Member (or an Affiliate thereof) makes any such equity contribution to Venture Six or Venture Five, it as applicable, directly, the Development Activity Interest or Operating Property Activity Interest, as applicable, shall not take be reduced or cause to be undertaken any steps for a period of 1 (one) year from diluted in accordance with the Closing DateDevelopment Activity Agreement or Operating Property Activity Agreement, including but not limited to any further issue of Equity Sharesas applicable. The Development Manager or Operating Property Manager, by way of a rights issue or in any other manneras applicable, that would shall have the effect right to admit such Member (or its Affiliate) as a member of diluting Venture Six or Venture Five, as applicable, and the equity shareholding right to amend the Development Activity Agreement or Operating Property Activity Agreement, as applicable, to reflect the admission of Government below ( per centsuch Member (or its Affiliate) of the total issued and subscribed equity share capital of the Companyto Venture Six or Venture Five, as applicable. (gd) For Notwithstanding anything to the avoidance 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 Section 3.5, without the Approval of doubt, under the Members in no circumstances event shall a failure to provide funds by a Shareholder pursuant to a Funding Notice more than $50 million of additional equity be considered to be default by such Shareholder under this Agreement or make such Shareholder raised for Venture Six for which Additional Capital Units in any way liable for the payment of such fundsVenture Six are issued.

Additional Capital. (a) If Notwithstanding any other provision of this Agreement, if the Board, in exercise of good faith and in its reasonable judgementjudgment, 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 to, the Shareholders or the Principal(s) or any Person not dealing at arm’s 's length with any Shareholder or the Principal(s)shareholder, the Board may request request, by issuance of a notice (the "Funding NoticeFUNDING NOTICE") to all the shareholders of the Company, to contribute, within 90 days Business Days after the issuance of the Funding Notice (the "Funding PeriodFUNDING PERIOD"), additional capital to the Company, on a pro-rata pro rated basis depending upon the number of Equity Shares voting equity shares of the Company then held by such shareholders, by way of subscription for additional Equity Shares voting equity shares in accordance with Section 81(1) of the Act or provide a loan to the Company on a pro-rata basis depending upon the number of Equity Shares then held by such ShareholderCompany, all as determined by the Board and set forth in the Funding Notice. (b) If additional capital is to be contributed pursuant to Clause 3.2(a) by way of subscription for additional Equity Sharesvoting equity shares of the Company, then the subscription price for each such additional Equity Shares voting 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 voting equity shares based upon the payment received from each such shareholderShareholder. Such Equity Shares voting equity shares shall rank pari passu with the existing issued Equity Shares in all respects, respects except for the purposes of dividend which that shall be pro rated to the period for which such newly issued shares are in existence. (c) If any offer to subscribe for Equity Shares voting equity shares of the Company pursuant to Clause 3.2(a) (such offer, the "RightRIGHT") 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 other Person (other than, in the case of the Strategic Partner to a nominee which is than an Affiliate of the Strategic Partner, and in the case of the Government to a nominee which is either a government company under the provisions of the Act or is a public financial institution notified under Section 4A of the Actrenouncing Shareholder) without first giving the other Shareholders Shareholder a reasonable opportunity on a pro-rated basis to acquire such Right, either directly or through its nominee or partly directly and partly through its nominee, nominees on the same terms and conditions that such Right is proposed to be renounced in favour of such third any other Person (other than an nominee Affiliate of the renouncing Shareholder). The Person in whose favour the Right is renounced should be a creditworthy, genuine and reputed party and 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. (d) Any Person other than a Party hereto, who acquires any Equity Shares in the Company pursuant to Clause 3.2 (c3.2(c), shall execute a deed of adherence prior to becoming a shareholder of the Company whereby it undertakes and an undertaking 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 (cSection 3.2(c) above, in the event that a non- 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 Section 3.2(c) above, in the event that the non- 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, Strategic Partner agrees that except with the prior written approval of the Government, it shall not take or cause to be undertaken any steps for a period of 1 (one) year from the 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 total issued and subscribed equity share capital of the Company. (ge) 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 Shareholder under this Agreement or make such Shareholder in any way liable for the payment of such funds.

Additional Capital. (a) If the 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 may request by issuance of notice (the "Funding Notice") to all the shareholders of the Company, to contribute, within 90 days after Except for the issuance of Units pursuant to this Agreement, if the Funding Notice (Company proposes to issue any Units or rights to acquire such Units, the "Funding Period"), additional capital Company will first offer to sell to each Member holding Units a portion of such Units equal to the Company, on a pro-rata basis depending upon quotient determined by dividing (1) the number of Equity Shares then Units held (directly or indirectly) by such shareholders, Member by way of subscription for additional Equity Shares in accordance with Section 81(1(2) of the Act or provide a loan to the Company on a pro-rata basis depending upon the total number of Equity Shares then held by Units outstanding. Each Member will be entitled to purchase such Shareholder, all Units at the offered price and on the terms as determined by the Board and set forth in the Funding NoticeManager as such Units are to be offered to any other Persons. (b) In order to exercise its purchase rights hereunder, a Member must, within fifteen (15) days after receipt of written notice from the Company describing in reasonable detail the Units being offered, the purchase price thereof, the payment terms and such Member's percentage allotment, deliver a written notice to the Company describing its election hereunder. If additional capital is to all of the Units are not fully subscribed by such Members, the remaining Units will 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 reoffered by the Board and set out in Company to the Funding Notice. The Company shall, promptly Members purchasing their full allotment upon the terms set forth in this paragraph, except that such Members must exercise their purchase rights within five (5) days after 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 period for which such newly issued shares are in existencereoffer. (c) If any offer to subscribe for Equity Shares pursuant to Clause 3.2(a) (such offerUpon the expiration of the offering periods described above, the "Right") includes a right Company will be entitled to renounce sell such Units which Members have not elected to purchase at any time or from time to time during the Right in favour of any other Person, then, no Shareholder shall renounce 120 days following such Right in favour of any third Person (other than, in the case of the Strategic Partner to a nominee which is an Affiliate of the Strategic Partner, and in the case of the Government to a nominee 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 expiration on a pro-rated basis to acquire such Right, either directly or through its nominee or partly directly and partly through its nominee, on the same terms and conditions that no more favorable to the purchasers thereof than those offered to such Right is proposed Members. Any Units offered or sold by the Company after such 120-day period must be reoffered to be renounced in favour of such third Person (other than an nominee of the renouncing Shareholder). The Person in whose favour the Right is renounced should be a creditworthy, genuine and reputed party and shall execute a deed of adherence prior to becoming a shareholder of the Company, whereby it undertakes to adhere Members pursuant to the terms and conditions of this Agreementparagraph. (d) Any The Members hereby consent to the admission of any Person other than a Party hereto, who acquires any Equity Shares in the Company acquiring Units pursuant to Clause 3.2 (c), shall execute a deed of adherence prior to becoming a shareholder this Section 4.8 and who did not previously own Units of the Company whereby it undertakes to adhere to the terms and conditions of who executes this Agreement. (e) The rights If Ace is required, pursuant to its guarantee of certain leases, to make payment under such Person guarantee, such amount of payment shall be deemed an additional Capital Contribution by Ace. The Company shall be obligated to issue additional Units at the lesser of (i) $100 per Unit or (ii) their respective Fair Market Value, as 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 accordance with 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 nomineedefinition. 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, Strategic Partner agrees that except with the prior written approval of the Government, it shall not take or cause to be undertaken any steps for a period of 1 (one) year from the 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 total issued and subscribed equity share capital of the 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 any way liable for the payment of such funds.

Additional Capital. The Company may require capital funds for the payment of debts and liabilities of the Company or to provide additional capital. In the event the managers have reasonably determined that additional capital is required for the purposes set forth above or for any other proper business purposes, the managers may seek the additional capital from the Members in accordance with the following procedure: (a) If the Board, in exercise of good faith The managers shall prepare 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 present a funding plan at arm’s length with any Shareholder or the Principal(s), the Board may request by issuance of notice (the "Funding Notice") to all the shareholders a duly called meeting 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 pro-rata basis depending upon the number of Equity Shares then held by such shareholders, by way of subscription for additional Equity Shares in accordance with Section 81(1) of the Act or provide a loan to the Company on a pro-rata basis depending upon the number of Equity Shares then held by such Shareholder, all as determined by the Board and set forth in the Funding Notice.Members; (b) 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 Such funding plan shall be determined become effective only upon its approval by the Board and set out in Members then holding at least fifty-one (51) percent of 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 period for which such newly issued shares are in existence.Company's then outstanding interests; and (c) If any offer Such funding plan shall include a request for additional capital, which request shall be made to subscribe for Equity Shares pursuant each Member in proportion to Clause 3.2(a) (such 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 third Person (other than, percentage interest in the case of the Strategic Partner to a nominee which is an Affiliate of the Strategic Partner, and in the case of the Government to a nominee 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, either directly or through its nominee or partly directly and partly through its nominee, on the same terms and conditions that such Right is proposed to be renounced in favour of such third Person (other than an nominee of the renouncing Shareholder). The Person in whose favour the Right is renounced should be a creditworthy, genuine and reputed party and 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. (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 capital of the Company whereby it undertakes of each such Member. If any Member declines to adhere make such additional capital contribution ("non-contributing Member"), the other Members shall have the right to contribute such capital in a proportionate amount according to their respective percentage interests. For purposes of this section, the term "proportionate amount" shall mean that portion of the requested additional capital which the percentage interest owned by each of the Members bears to the terms and conditions aggregate percentage interest of this Agreement. (e) The rights all the Members. In addition, if any requested additional capital is not contributed by the Member first entitled thereto, the term "proportionate amount" shall include that portion of such Person shall be determined in the following manner: i) Subject requested additional capital not contributed by the Member first entitled thereto which the percentage interest of the Member bears to the provisions aggregate percentage interest 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 Members other than the duties and obligations of such nominee under the terms of this AgreementMember first entitled to contribute. The rights managers shall then determine the dilution of the percentage interest of the non-renouncing Shareholder contributing Member by using the net fair market value (as hereafter determined) of the Company's assets immediately prior to the request for additional capital and such nominee then the percentage interest of each Member shall be adjusted by the rights available managers to reflect such dilution. In determining the fair market value of the Company for purposes of this paragraph, the Members may unanimously agree upon the fair market value of the Company. If the Members cannot agree upon a fair market value, then within thirty (30) days after the Member declines to make the additional capital contribution, the Company shall appoint one appraiser and the non-renouncing Shareholder under this Agreement and no additional rights or privileges contributing Member shall accrue to or be available to appoint one appraiser. Within twenty (20) days after the non-renouncing Shareholder or last appraiser is appointed, the nominee. ii) Subject to two appraisers shall determine 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, Strategic Partner agrees that except with the prior written approval of the Government, it shall not take or cause to be undertaken any steps for a period of 1 (one) year from the 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 total issued and subscribed equity share capital net fair market value of the Company. 's assets and, if the two appraisers are unable to agree upon the net fair market value, the two appraisers shall appoint a third appraiser. Within twenty (g20) For days after the avoidance third appraiser is appointed, the appraisers shall determine the net fair market value of doubtthe Company's assets. If the appraisers are unable to agree upon such net fair market value, under no circumstances the agreement of two of such appraisers shall a failure to provide funds by a Shareholder pursuant to a Funding Notice be considered to conclusive for determining such value for purposes of this Subparagraph (c). The Company shall be default by such Shareholder under this Agreement or make such Shareholder in any way liable solely responsible for the payment of the fees and expenses of the appraiser which it appoints, the non-contributing Member shall be solely responsible for the payment of fees and expenses of the appraiser which such fundsnon-contributing Member appoints, and the Company and the non-contributing Member shall each pay one-half of the fees and expenses of the third appraiser.

Additional Capital. (a) If 2.7.1 None of the Board, in exercise of good faith and in its reasonable judgement, determines that the Company requires Shareholders shall be obligated to acquire additional funds and that such funds cannot be obtained from banks Shares or other financial institutions on reasonable arms-length commercial terms (securities of the Corporation or terms that are more favourable to make loans to the Company than reasonable arms-length commercial terms) and without guarantees of or recourse to the Shareholders or the Principal(s) Corporation or any Person not dealing at arm’s length with any Shareholder of its Subsidiaries or guarantee its or their indebtedness or otherwise fund the Principal(s), the Board may request by issuance of notice (the "Funding Notice") to all the shareholders business 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 pro-rata basis depending upon the number of Equity Shares then held by such shareholders, by way of subscription for additional Equity Shares in accordance with Section 81(1) of the Act or provide a loan to the Company on a pro-rata basis depending upon the number of Equity Shares then held by such Shareholder, all as determined by the Board and set forth in the Funding NoticeCorporation unless it otherwise agrees. (b) 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 period for which such newly issued shares are in existence. (c) If any offer to subscribe for Equity Shares pursuant to Clause 3.2(a) (such 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 third Person (other than, in the case of the Strategic Partner to a nominee which is an Affiliate of the Strategic Partner, and in the case of the Government to a nominee 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, either directly or through its nominee or partly directly and partly through its nominee, on the same terms and conditions that such Right is proposed to be renounced in favour of such third Person (other than an nominee of the renouncing Shareholder). The Person in whose favour the Right is renounced should be a creditworthy, genuine and reputed party and 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. (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) 2.7.2 Subject to the provisions mutual written agreement of Clause 3.2 Fairfax, ACON and, if ACM meets the ACM Funding Threshold, ACM (c) abovewhich agreement shall, 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, Strategic Partner agrees that except with the prior written approval of the Government, it shall not take or cause to be undertaken any steps for a period of 1 (one) year from the 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 total issued and subscribed equity share capital of the Company. (g) For the avoidance of doubt, under no circumstances be an agreement reached subsequent to the date of this Agreement): (i) Fairfax shall subscribe for Ordinary Shares or 10% Preference Shares, as the case may be, at the Subscription Price, in amount up to $26,500,000 (provided that if ACM meets the ACM Funding Threshold, then Fairfax shall subscribe for Ordinary Shares or 10% Preference Shares, as the case may be, at the Subscription Price, in amount up to $18,000,000); (ii) ACON shall subscribe for Ordinary Shares and 10% Preferences Shares, as the case may be at the Subscription Price, in an amount up to $13,500,000; and (iii) if ACM meets the ACM Funding Threshold, ACM shall subscribe for Ordinary Shares or Preference Shares, as the case may be, at the Subscription Price, in amount up to $8,500,000. Unless otherwise agreed in writing by Fairfax, ACON and, if ACM meets the ACM Funding Threshold, ACM, (x) the subscriptions contemplated by this Section 2.7.2 shall be made by Fairfax, ACON and, if ACM meets the ACM Funding Threshold, ACM pro rata in accordance with their respective Proportionate Interests and (y) Fairfax, ACON and, if ACM meets the ACM Funding Threshold, ACM may not make a failure subscription contemplated by this Section 2.7.2 unless each of the other Significant Shareholder Groups makes a subscription to provide funds which they are entitled to above. 2.7.3 Following such subscriptions, and the payment by a Shareholder the Corporation of any applicable stamp duty, it shall issue the applicable number of Ordinary Shares and Preference Shares to the relevant subscribers and register such subscribers as the fully paid holders of the Ordinary Shares and/or 10% Preference Shares, as applicable, subscribed for and issue share certificates accordingly. 2.7.4 Fairfax, ACON and, if the ACM Funding Threshold is met (and the conditions of the ACM Catch-Up Funding are satisfied), ACM may elect that any commitment made or payment to be made pursuant to a Funding Notice this Section 2.7 may be considered assumed or discharged on their behalf by, and corresponding issuance of Ordinary Shares or 10% Preference Shares may be made to, an Affiliate of Fairfax, ACON and/or ACM, as applicable; provided, however, that in such event, (x) such Affiliate shall have executed and delivered an instrument, satisfactory to the Corporation, acting reasonably, in which it agrees to be default bound by such Shareholder under all the terms of this Agreement as if it were an original signatory hereto and (y) Fairfax, ACON and ACM shall remain primarily responsible for their respective commitment or make such Shareholder in any way liable payment obligations. 2.7.5 Schedule A will be amended accordingly to reflect the issuance of Shares pursuant to this Section 2.7. 2.7.6 The Shareholders acknowledge that no further approval is required for the payment of such fundsCorporation to issue the Shares contemplated by Section 2.7.3.

Additional Capital. (a) If at any time, the BoardManager, in exercise of good faith and in its reasonable judgementhis sole discretion, determines that the Company requires additional Company’s revenues and funds are not sufficient to satisfy the obligations 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 liabilities of 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 may request by issuance of notice (the "Funding Notice") to all the shareholders for other proper purposes of the Company, and the Manager elects not to contributecause the Company to borrow such funds, then the Manager may deliver to each Member written notice stating the amount of funds required by the Company, such Member’s Participating Percentage of such funds (the “Required Amount”), and the purposes for which such funds will be used. Each Member shall be required to contribute in cash to the Company such Member’s Required Amount within thirty (30) days after delivery of such notice (the “Due Date”). If any Member (a “Defaulting Member”) fails to timely contribute the Required Amount pursuant to this Section 6.1(b), the Manager shall, within 90 ten (10) days after the issuance Due Date, notify each of the Funding Notice Members that contributed in full their Required Amounts (the "Funding Period"), additional capital “Nondefaulting Members”) of such failure. The Nondefaulting Members shall have the right to contribute immediately available funds (a “Default Contribution”) in the amount of the Defaulting Member’s Required Amount that was not contributed (the “Default Amount”) in proportion to their respective Participating Percentages or in such other proportion as the Nondefaulting Members may agree upon. Any Default Contributions pursuant to the Company, on a pro-rata basis depending immediately preceding sentence shall be made within ten (10) days of delivery of notice from the Manager of the right to make such Default Contributions. Immediately upon the number of Equity Shares then held by such shareholders, by way of subscription for additional Equity Shares in accordance with Section 81(1) expiration of the Act or provide a loan 10-day period described in the immediately preceding sentence, the Participating Percentage of each Member shall automatically be adjusted to the ratio, expressed as a percentage, of (i) the amount of such Member’s total capital contributions since the formation of the Company on a pro-rata basis depending upon (including any Default Contributions) to (ii) the number sum of Equity Shares then held the total Capital Contributions made by such Shareholder, all as determined by the Board and set forth Members in the Funding Notice. (b) If additional capital is to be contributed pursuant to Clause 3.2(a) by way of subscription for additional Equity Shares, then aggregate since 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 period for which such newly issued shares are in existence. (c) If any offer to subscribe for Equity Shares pursuant to Clause 3.2(a) (such 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 third Person (other than, in the case formation of the Strategic Partner to a nominee which is an Affiliate of the Strategic Partner, and in the case of the Government to a nominee 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, either directly or through its nominee or partly directly and partly through its nominee, on the same terms and conditions that such Right is proposed to be renounced in favour of such third Person Company (other than an nominee of the renouncing Shareholderincluding any Default Contributions). The Person in whose favour the Right Manager, acting alone, is renounced should be a creditworthyhereby authorized, genuine without further approval by any Member, to amend this Agreement to reflect any Default Contributions and reputed party and shall execute a deed of adherence prior adjustments to becoming a shareholder of the Company, whereby it undertakes Participating Percentages pursuant to adhere this Section 6.1(b). Such adjustments to the terms and conditions of this 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 Participating Percentages shall be the rights available to the non-renouncing Shareholder under this Agreement sole 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 exclusive remedy 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, Strategic Partner agrees that except with the prior written approval of the Government, it shall not take or cause to be undertaken any steps for a period of 1 (one) year from the 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 total issued and subscribed equity share capital of the Company. (g) For the avoidance of doubt, under no circumstances shall a failure to provide funds by a Shareholder contribute capital requested pursuant to a Funding Notice be considered to be default by such Shareholder under this Agreement or make such Shareholder in any way liable for the payment of such fundsSection 6.1(b).

Additional Capital. 1. In the event that either Venturian or Atio (athe "Principal Shareholders") If the Board, in exercise of good faith and in its reasonable judgement, determines that the Company Corporation requires additional funds capital and that such funds cancapital should not be obtained raised from banks or other financial institutions on reasonable arms-length commercial terms (or terms that are more favourable a third party, if the parties have been unable to reach agreement with respect thereto through deliberations of the Company than reasonable arms-length commercial terms) and without guarantees Corporation's board 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)directors, the Board may request by issuance of notice Principal Shareholder making such determination (the "Funding Calling Shareholder") shall deliver to each other Shareholder written notice of such determination (the "Capital Call Notice"), specifying the amount of additional capital required (the "Capital Contribution") and the price per share at which the Capital Contribution is to be made; provided, however, that Atio shall not have the right to be a "Calling Shareholder" or issue a "Capital Call End Notice" unless and until all Deferred Installments (as defined in the shareholders Joint Venture Agreement) shall have been paid in full. The aggregate amount of the Company, to contribute, within 90 days after Capital Contribution shall in no event exceed the issuance reasonably foreseeable capital requirements of the Funding Corporation for the 12 month period following the date that the Capital Contribution is to be made. Within 60 days of its receipt of the Capital Call Notice (the "Funding Capital Call Notice Period"), additional capital the other Principal Shareholder (the "Non-Calling Shareholder") shall by written notice delivered to the Company, on a pro-rata basis depending upon the number of Equity Shares then held by such shareholders, by way of subscription for additional Equity Shares in accordance with Section 81(1each Shareholder elect or decline to make its Proportionate Share (as hereinafter defined) of the Act or provide a loan Capital Contribution. In the event that the Non-Calling Shareholder does not deliver to the Company on Calling Shareholder, within the Capital Call Notice Period, written notice electing or declining to make its Proportionate Share of the Capital Contribution, the Non-Calling Shareholder shall be deemed to have declined to make its Proportionate Share of the Capital Contribution. 2. ▇▇▇▇▇▇ shall have the right to make his Ratable Share (as hereinafter defined) of any portion of any Capital Contribution that Venturian makes or has the right to make pursuant to this Section 1.4 by notifying all Shareholders of his election to do so not later than five days prior to the expiration of the Capital Call Notice Period, and any capital to be contributed by Venturian pursuant to this Section 1.4 may otherwise be divided between Venturian and ▇▇▇▇▇▇ in such proportion as they may agree. If ▇▇▇▇▇▇ elects to make his Ratable Share of any Capital Contribution, the portion of the Capital Contribution to be made by Venturian shall be reduced accordingly so that the aggregate portion of the Capital Contribution made by Venturian and ▇▇▇▇▇▇ is not greater than Venturian's Proportionate Share of such Capital Contribution. 3. Within 30 days after the expiration of the Capital Call Notice Period, (i) the Calling Shareholder shall pay to the Corporation its Proportionate Share of the Capital Contribution, and (ii) the Non-Calling Shareholder (and ▇▇▇▇▇▇, if he has so elected pursuant to paragraph (b) above) shall pay to the Corporation its Proportionate Share of the Capital Contribution if the Non-Calling Shareholder has elected to make its Proportionate Share of the Capital Contribution, and (iii) if the Non-Calling Shareholder has declined to make its Proportionate Share of the Capital Contribution, the Calling Shareholder may pay to the Corporation such additional portion of the Capital Contribution as the Calling Shareholder elects to pay (but the aggregate amount paid by all Shareholders shall in no event exceed the amount of the Capital Contribution as specified in the Capital Call Notice). All payments of the Capital Contribution pursuant to this Section 1.4 shall be made by wire transfer of immediately available funds in United States dollars to an account designated by the Corporation. Immediately upon each Shareholder's payment of a pro-rata basis depending upon portion of the Capital Contribution pursuant to this Section 1.4, the Corporation shall issue to such Shareholder a certificate or certificates representing that number of Equity Shares then held (as defined in Section 2.1 below) that is equal to the portion of the Capital Contribution made by such Shareholder, all as determined Shareholder multiplied by the Board and price per share set forth in the Funding Capital Call Notice. (b) 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 Notice4. 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 period for which such newly issued shares are in existence. (c) If any offer to subscribe for Equity Shares pursuant to Clause 3.2(a) (such 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 third Person (other than, in the case of the Strategic Partner to a nominee which is an Affiliate of the Strategic Partner, and in the case of the Government to a nominee 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, either directly or through its nominee or partly directly and partly through its nominee, on the same terms and conditions that such Right is proposed to be renounced in favour of such third Person (other than an nominee of the renouncing Shareholder). The Person in whose favour the Right is renounced should be a creditworthy, genuine and reputed party and 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. (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 In the event that a non- renouncing Capital Contribution (or a portion thereof) is made in accordance with this Section 1.4 by one but not both Principal Shareholders, the number of directors to be designated by Atio and Venturian, respectively, following such Capital Contribution shall be adjusted to equal each Principal Shareholder's Proportionate Share of the Shares outstanding following such Capital Contribution. In such event, the Principal Shareholder exercises its option with the larger Proportionate Share of the Shares outstanding shall have the right to cause its nominee to acquire designate not less than a majority of the Righttotal number of directors, but the number of directors designated by such non-renouncing Principal Shareholder shall exercise all the rights and privileges on behalf of such nominee and shall otherwise 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 rounded down to the non-renouncing nearest whole number and the other Principal Shareholder under this Agreement and no additional rights or privileges shall accrue have the right to or be available to designate the non-renouncing Shareholder or the nominee. ii) Subject to the provisions of Clause 3.2(c) above, in remaining directors. In the event that a Capital Contribution (or a portion thereof) is made in accordance with this Section 1.4 by Venturian but not Atio, Atio's right to designate 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 chief executive officer 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, Strategic Partner agrees that except with the prior written approval of the Government, it shall not take or cause to be undertaken any steps for a period of 1 (one) year from the 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 total issued and subscribed equity share capital of the Company. (g) For the avoidance of doubt, under no circumstances shall a failure to provide funds by a Shareholder Corporation pursuant to a Funding Notice Section 1.6 hereof shall terminate and be considered to be default by such Shareholder under this Agreement of no further force or make such Shareholder in any way liable for the payment of such fundseffect.

Additional Capital. (a) If The Board of Managers shall not seek additional Capital Contributions from Members or issue additional Units to non-Members except in compliance with the Board, provisions of Section 3.4 and this Section 3.6. This Section 3.6 shall not 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), way restrict the Board may request of Managers’ ability to borrow money or seek financing for Company activities 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"), means other than seeking additional capital to the Company, on a pro-rata basis depending upon the number of Equity Shares then held by such shareholders, by way of subscription for additional Equity Shares in accordance with Section 81(1) of the Act or provide a loan to the Company on a pro-rata basis depending upon the number of Equity Shares then held by such Shareholder, all as determined by the Board and set forth in the Funding NoticeCapital Contributions. (b) If additional capital is In the event the Board of Managers determines to raise capital, it shall issue Units (such Units to be contributed pursuant issued by the Company, collectively, the “New Units”), with the Board of Managers giving each Member written notice of such proposed issuance at least ten (10) days prior to Clause 3.2(athe proposed issuance date (an “Issuance Notice”). The Issuance Notice shall specify the aggregate amount of capital proposed to be raised (the “Capital Raise Amount”), the proposed price at which the New Units are proposed to be issued (subject to Section 3.6(c)) by way and the other material terms and conditions of subscription for additional Equity Sharesthe issuance, then including the subscription price for each such additional Equity Shares proposed closing date. Each Member shall be determined entitled to subscribe, on the terms and conditions specified in the Issuance Notice, for its pro rata portion (in accordance with its Percentage Interest) of the Capital Raise Amount. A Member may exercise its right by delivering written notice of its election to subscribe for a portion of the Capital Raise Amount to the Board and set out in of Managers within ten (10) days after receipt of the Funding Issuance Notice. The Company shallIf any Member fails to exercise its right under this Section 3.6(b), promptly upon or elects to exercise such rights with respect to less than such Member’s pro rata share (the receipt difference between such Member’s pro rata share of such subscription price, issue to its shareholders the appropriate number Capital Raise Amount and the portion 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 period Capital Raise Amount for which such newly issued shares are Member exercised its preemptive rights, the “Excess Amount”), the other Member, if it elected to exercise its rights with respect to its full pro rata share shall be entitled to subscribe for the Excess Amount (the date on which the other Member delivers notice of its election to subscribe for the Excess Amount, the “Election Date”). This Section 3.6(b) shall not apply to any Capital Contributions and issuances of Units pursuant to, and in existenceaccordance with, Sections 3.4(b), 3.4(c) and 3.4(d). (c) If any offer Member fails to exercise its right under Section 3.6(b), or elects to exercise such right with respect to less than such Member’s pro rata share, and the other Member elects to subscribe for Equity Shares pursuant to Clause 3.2(a) (such offer, an additional portion of the "Right") includes a right to renounce the Right in favour of any other PersonCapital Raise Amount, then, no Shareholder shall renounce such Right in favour of any third Person (other than, in the case of the Strategic Partner to a nominee which is an Affiliate of the Strategic Partner, and in the case of the Government to a nominee 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, either directly or through its nominee or partly directly and partly through its nominee, on the same terms and conditions that such Right is proposed to be renounced in favour of such third Person (other than an nominee of the renouncing Shareholder). The Person in whose favour the Right is renounced should be a creditworthy, genuine and reputed party and 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. (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 notwithstanding anything to the contrary in this Agreement, Strategic Partner agrees that except with the prior written approval of New Units shall be issued at the Government, it shall not take or cause to be undertaken any steps for a period of 1 price per New Unit set forth in Section 3.6(d) (one) year from the 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 total issued and subscribed equity share capital of the Company“Fair Market Value”). (gd) For The Fair Market Value of a New Unit for purposes of Section 3.6(c) shall be determined as follows: (i) the avoidance Fair Market Value of doubtsuch New Unit shall be an amount agreed in writing by the good faith determination of the Board of Managers within ten (10) days after the Election Date; or (ii) if the Board of Managers, under no circumstances shall a failure to provide funds by a Shareholder after good faith efforts, does not reach an agreement pursuant to clause (i) above, GQ Holdco and Gauss shall, within fifteen (15) days following the Election Date, designate a Funding Notice qualified independent mining valuator of recognized national standing (an “Appraiser”) acceptable to both GQ Holdco and Gauss to determine the Fair Market Value. If GQ Holdco and Gauss cannot agree on the identity of the Appraiser within the fifteen (15) day determination period, each of GQ Holdco and Gauss shall, within three (3) days, provide a list of three (3) such qualified independent mining valuators, and they shall each alternately strike (with the person striking first being randomly drawn) names from the combined list until only one (1) name remains; the remaining name shall be considered to the Appraiser. The Appraiser shall determine the Fair Market Value of the New Units, which shall be default by such Shareholder under this Agreement or make such Shareholder the amount that would be distributed in any way liable for the payment respect of such fundsUnits if (1) all of the Units were sold for cash in an arm’s-length transaction qualifying as a change of control with a single willing unaffiliated third party, with no party to such sale transaction having any compulsion to buy or sell in the context of such sale transaction, but without applying any discount for minority status, control premium, or discount for lack of liquidity, and (2) the proceeds of such sale had been distributed by the Company in complete liquidation pursuant to the rights and preferences set forth in Section 5.2. The Appraiser’s final determination of the Fair Market Value shall be (i) in writing and signed by the Appraiser, and (ii) furnished to the Board of Managers and the Members as soon as practicable after such matter has been referred to such Appraiser, which shall not be more than fifteen (15) days after his or her appointment. The Appraiser’s final determination shall be conclusive and binding upon the Board of Managers and the Members on the date of delivery of such written determination and shall not be subject to collateral attack for any reason (other than fraud or manifest error). The Company shall provide the Appraiser reasonable access to members of management of the Company and to the books and records of the Company so as to allow the Appraiser to conduct due diligence examinations in scope and duration as are customary in valuations of this kind. The fees and expenses of the Appraiser shall be borne by the Company. In no event shall the price referred to in this Section 3.6(d)(ii) be zero (-0-) or less than zero (-0-).

Additional Capital. (a) If Immediately following the BoardClosing, in exercise the Majority Stockholders, either directly or through one or more designees thereof (for the purposes of good faith this Section 12, "Financial Advisor") and in its reasonable judgementthe management of the combined companies shall use their best efforts to obtain, determines that the Company requires additional funds through one or more private placements of unregistered equity securities of HWWI, 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 and conditions satisfactory to the Company Seller, an investment in HWWI of not less than reasonable arms-length commercial terms) and without guarantees $1,000,000, $500,000 of or recourse to the Shareholders or the Principal(s) or any Person which shall be made not dealing at arm’s length with any Shareholder or the Principal(s), the Board may request by issuance of notice later than thirty days after Closing (the "Funding NoticeFirst Investment") to all and the shareholders balance of the Company, to contribute, within 90 which shall be made not later than ninety days after the issuance of the Funding Notice Closing (the "Funding PeriodSecond Investment"), additional capital to the Company, on a pro-rata basis depending upon the number of Equity Shares then held by such shareholders, by way of subscription for additional Equity Shares in accordance with Section 81(1) of the Act or provide a loan to the Company on a pro-rata basis depending upon the number of Equity Shares then held by such Shareholder, all as determined by the Board and set forth in the Funding Notice. (b) If additional capital is GEM Global Yield Fund (or its designees(s)), collectively referred to as "GEM") will be contributed pursuant entitled to Clause 3.2(areceive warrants in the form of Exhibit B (the "Warrants") to purchase up to 1,000,000 shares of Common Stock, exercisable at a price of $1.00 per share, as compensation for acting as an advisor to PIP with respect to this transaction. The Warrants will be issued in units of 100,000 shares of Common Stock and will be held in escrow by way ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Singer & ▇▇▇▇▇▇▇▇▇, LLP in accordance with the terms of subscription for additional Equity Sharesthe Warrant Escrow Agreement in the form of Exhibit C. GEM agrees that neither the Warrants nor any shares of Common Stock issuable upon exercise of the Warrants may be sold prior to the second anniversary of Closing, then except with the subscription price for each express written permission of the Board of Directors of HWWI and such additional Equity Shares shares shall be determined by placed and held in escrow in accordance with the Board and set out Restricted Stock Escrow Agreement in the Funding Notice. The Company shall, promptly upon form of Exhibit D (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 period for which such newly issued shares are in existence."Restricted Stock Escrow Agreement") (c) If The right of GEM to receive all or any offer to subscribe for Equity Shares pursuant to Clause 3.2(a) portion of the first 500,000 Warrants shall expire in the event that the First Investment is not completed within 30 days of Closing (such offer, the "RightFirst Expiration Date") includes a and the right of GEM to renounce receive all or any portion of the Right in favour of any other Person, then, no Shareholder remaining 500,000 Warrants shall renounce such Right in favour of any third Person (other than, expire in the case event the Second Investment is not completed within 90 days of Closing (the Strategic Partner to a nominee which is an Affiliate of the Strategic Partner, and in the case of the Government to a nominee 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, either directly or through its nominee or partly directly and partly through its nominee, on the same terms and conditions that such Right is proposed to be renounced in favour of such third Person (other than an nominee of the renouncing Shareholder"Second Expiration Date"). The Person expiration of such right to receive Warrants shall be made on a pro rata basis in whose favour proportion to the Right is renounced should be a creditworthyamount, genuine and reputed party and shall execute a deed if any, of adherence the First Investment or the Second Investment actually made into HWWI on or prior to becoming a shareholder such dates. Accordingly, if an aggregate of $700,000 is invested 60 days after Closing, GEM would not be entitled to receive any portion of the Company, whereby it undertakes to adhere first 500,000 Warrants as the First Investment was not completed prior to the terms and conditions of this AgreementFirst Expiration Date but would be entitled to receive the remaining 500,000 Warrants if the Second Investment was completed prior to the Second Expiration Date. (d) Any Person other than The holders of the Warrants shall be entitled to piggy-back registration rights in accordance with the terms of a Party hereto, who acquires any Equity Shares Registration Rights Agreement 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.form attached hereto as Exhibit E. (e) The rights of such Person In no event shall the Financial Advisor be determined entitled to reimbursement for its expenses in the following manner: i) Subject to the provisions of Clause 3.2 (c) above, in the event that a non- renouncing Shareholder exercises connection with 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 nomineeefforts. 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, Strategic Partner agrees that except with the prior written approval of the Government, it shall not take or cause to be undertaken any steps for a period of 1 (one) year from the 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 total issued and subscribed equity share capital of the 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 any way liable for the payment of such funds.