Common use of Additional Capital Clause in Contracts

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

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

Additional Capital. (a) In Concurrently with the event the Board approves a request for additional capital from the Members, either in the form execution and delivery of a Capital Loan or Capital Contribution (a “Capital Call”), in accordance with Section 6.7(b) or Section 6.8(a), as the case may bethis Agreement, the Company shall request agrees to sell to Farrxxx 0,050,000 shares of Common Stock at a price of $0.40 per share (the "Initial Shares"). Farrxxx xxxll pay for such shares by written notice that the Members contribute executing and delivering to the Company such additional capitala note, payable 18 months following the date of this Agreement in proportion to their respective Percentage Interests, as authorized by the Board on not less than five (5) Business Days’ prior notice to the Members or such lesser period as the Members may agree. The notice (the “Capital Call Notice”) shall be sent to all Members and (A) in the case of a Capital Contribution, shall specify (i) the amount of funds to be contributed by each Member$500,000 (the "First Stock Note"). Until the First Stock Note has been paid in full, which the Initial Shares shall be in proportion pledged to the respective Percentage Interests of the Members determined, Company pursuant to a pledge agreement in each case, as of the date immediately prior form and substance reasonably satisfactory to the Capital Call (each, an “Additional Capital Contribution”), (ii) the date on which funds are to be provided (the “Capital Call Date”) Company 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 DateFarrxxx. (b) For so long as any Capital Loans remain outstanding, and after payment in full of all principal of, and accrued but unpaid interest on, any Cash Shortfall Loan, all amounts otherwise available for distribution from the Company Subject to the Members (whether before or after the Liquidation approval of the Company) shall be paid 's stockholders, the Company agrees to sell to Farrxxx xx additional 1,250,000 shares of Common Stock at a price of $0.40 per share (the "Additional Shares"). Farrxxx xxxll pay for the Additional Shares by executing and delivering to the MembersCompany a note, if at all, first to repay such Capital Loans until payable 18 months following the principal date of this agreement in the amount thereof and all interest accrued thereon have of $500,000 (the "Second Stock Note"). Until the Second Stock Note has been paid in full full, the Additional Shares shall be pledged to the lending Members. Payments Company pursuant to a pledge agreement in respect of any Capital Loans will be applied in the order that such Capital Loans were made, form and all payments will be applied first substance reasonably satisfactory to accrued but unpaid interest and then to reduce the outstanding principal amount of such Capital Loan. Any Capital Loans shall become automatically and immediately due and payable by the Company upon the sale of the VeriSign Member’s Units pursuant to Article VIII or Article IX hereof. Any Capital Loan shall be prepayable, together with accrued but unpaid interest, in whole or in part at any time without premium or penaltyand Farrxxx. (c) No Capital Calls may be made by Farrxxx xxx at any time or from time to time prepay the First Stock Note or the Second Stock Note without premium or penalty. Upon any such prepayment, the Company after shall release from the delivery applicable pledge a number of a First Call Exercise Notice, a First Put Option Exercise Notice shares of Initial Shares or a Second Put Option Exercise Notice without Unanimous Board ConsentAdditional Shares equal to the amount of such prepayment divided by $.40. (d) Notwithstanding anything Promptly following the executing and delivery of this Agreement, but in this Agreement 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"). Farrxxx xxxees that he or any entity designated by him and reasonably acceptable to the contraryCompany (the "Guarantor") will purchase not less than 625,000 of the Private Placement Shares, a Capital Contribution or Capital Loan provided, however, that the obligation of the Guarantor hereunder shall not count towards exceed $250,000. Farrxxx xxxees that the computation net proceeds from the sale of the Agreed Upon Capital Contribution Amount or Private Placement Shares shall be used in the Agreed Upon Debt Financing Amount if such Capital Contribution or Capital Loan Company's cigar business. (or e) As promptly as possible following the Capital Call Notice therefor) occurs substantially concurrently with a distribution by execution and delivery of this Agreement, the Company or shall offer its existing creditors known as the Netherlands Joint Venture "Bridge Note" holders the opportunity to convert the unpaid principal amounts of an amount in cash that corresponds with the amount and all accrued but unpaid interest on such Bridge Notes into shares of the Capital Call in questionCommon Stock at a price of $0.40 per share.

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

Additional Capital. (a) In Immediately following the event Closing, the Board approves a request for additional capital from the MembersMajority Stockholders, either in directly or through one or more designees thereof (for the form purposes of a Capital Loan this Section 12, "Financial Advisor") and the management of the combined companies shall use their best efforts to obtain, through one or Capital Contribution (a “Capital Call”)more private placements of unregistered equity securities of HWWI, in accordance with Section 6.7(b) or Section 6.8(a), as the case may be, the Company shall request by written notice that the Members contribute and on terms and conditions satisfactory to the Company such additional capitalSeller, an investment in proportion to their respective Percentage Interests, as authorized by the Board on HWWI of not less than five (5) Business Days’ prior notice to the Members or such lesser period as the Members may agree. The notice (the “Capital Call Notice”) shall be sent to all Members and (A) in the case $1,000,000, $500,000 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 made not later than thirty days after Closing (the “Capital Call Date”"First Investment") and (iii) the account balance 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 made not later than ninety days after Closing (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”"Second Investment"), (ii) the Capital Call Date, (iii) the terms and conditions of such Additional Capital Loan, including the interest rate and maturity date thereof, which shall be identical (other than with respect to amount) for each Member and (iv) the account of the Company to which such funds are to be transmitted. Unless otherwise agreed by the Members, all Additional Capital shall be in cash or immediately available funds. Additional Capital Loans shall be deemed to have been made on the same date if a Member shall have funded such Additional Capital Loan on or before the Capital Call Date. (b) For so long GEM Global Yield Fund (or its designees(s)), collectively referred to as "GEM") will be entitled to receive 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 Morrison Cohen Singer & Weinstein, LLP in accordance with the terms ox xxx Xxrxxxx Escrow Agrxxxxxx xx the form of Exhibit C. GEM agrees that neither the Warrants nor any Capital Loans remain outstanding, and after payment in full shares of all principal of, and accrued but unpaid interest on, any Cash Shortfall Loan, all amounts otherwise available for distribution from Common Stock issuable upon exercise of the Company Warrants may be sold prior to the Members (whether before or after second anniversary of Closing, except with the Liquidation express written permission of the Company) Board of Directors of HWWI and such shares shall be paid to placed and held in escrow in accordance with 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 Restricted Stock Escrow Agreement 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 form of Exhibit D (the outstanding principal amount of such Capital Loan. Any Capital Loans shall become automatically and immediately due and payable by the Company upon the sale of the VeriSign Member’s Units pursuant to Article VIII or Article IX hereof. Any Capital Loan shall be prepayable, together with accrued but unpaid interest, in whole or in part at any time without premium or penalty"Restricted Stock Escrow Agreement"). (c) No Capital Calls may The right of GEM to receive all or any portion of the first 500,000 Warrants shall expire in the event that the First Investment is not completed within 30 days of Closing (the "First Expiration Date") and the right of GEM to receive all or any portion of the remaining 500,000 Warrants shall expire in the event the Second Investment is not completed within 90 days of Closing (the "Second Expiration Date"). The expiration of such right to receive Warrants shall be made by on a pro rata basis in proportion to the Company amount, if any, of the First Investment or the Second Investment actually made into HWWI on or prior to 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 delivery of a first 500,000 Warrants as the First Call Exercise Notice, a Investment was not completed prior to the First Put Option Exercise Notice or a Expiration Date but would be entitled to receive the remaining 500,000 Warrants if the Second Put Option Exercise Notice without Unanimous Board ConsentInvestment was completed prior to the Second Expiration Date. (d) Notwithstanding anything in this Agreement to the contrary, a Capital Contribution or Capital Loan shall not count towards the computation The holders of the Agreed Upon Capital Contribution Amount or the Agreed Upon Debt Financing Amount if such Capital Contribution or Capital Loan (or the Capital Call Notice therefor) occurs substantially concurrently with a distribution by the Company or the Netherlands Joint Venture of an amount Warrants shall be entitled to piggy-back registration rights in cash that corresponds accordance with the amount terms of a Registration Rights Agreement in the Capital Call form attached hereto as Exhibit E. (e) In no event shall the Financial Advisor be entitled to reimbursement for its expenses in questionconnection with its efforts.

Additional Capital. (a) 1. In the event that either Venturian or Atio (the Board approves a request for "Principal Shareholders") determines that the Corporation requires additional capital and that such capital should not be raised from a third party, if the Membersparties have been unable to reach agreement with respect thereto through deliberations of the Corporation's board of directors, either the Principal Shareholder making such determination (the "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 form Joint Venture Agreement) shall have been paid in full. The aggregate amount of a Capital Loan or the Capital Contribution shall in no event exceed the reasonably foreseeable capital requirements of the 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 (a “the "Capital Call”Call Notice Period"), in accordance with Section 6.7(bthe other Principal Shareholder (the "Non-Calling Shareholder") or Section 6.8(a), as the case may be, the Company shall request by written notice delivered to each Shareholder elect or decline to make its Proportionate Share (as hereinafter defined) of the Capital Contribution. In the event that the Members contribute Non-Calling Shareholder does not deliver to the Company such additional capitalCalling Shareholder, in proportion to their respective Percentage Interests, as authorized by within 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 Notice Period, written notice electing or declining to all Members and (A) in make its Proportionate Share of the case of a Capital Contribution, shall specify (i) the amount of funds to be contributed by each Member, which shall be in proportion to the respective Percentage Interests of the Members determined, in each case, as of the date immediately prior to the Capital Call (each, an “Additional Capital Contribution”), (ii) the date on which funds are to be provided (the “Capital Call Date”) and (iii) the account of the Company to which such funds are to be transmitted, and (B) in the case of a Capital Loan, shall specify (i) the amount of funds to be lent by each Member, which shall be in proportion to the respective Percentage Interests of the Members determined, in each case, as of the date immediately prior to the Capital Call (each, an “Additional Capital Loan”), (ii) the Capital Call Date, (iii) the terms and conditions of such Additional Capital Loan, including the interest rate and maturity date thereof, which shall be identical (other than with respect to amount) for each Member and (iv) the account of the Company to which such funds are to be transmitted. Unless otherwise agreed by the Members, all Additional Capital shall be in cash or immediately available funds. Additional Capital Loans Non-Calling Shareholder shall be deemed to have been made on declined to make its Proportionate Share of the same date if a Member Capital Contribution. 2. Xxxxxx shall have funded such Additional Capital Loan on or before the Capital Call Date. right to make his Ratable Share (bas hereinafter defined) For so long as of any Capital Loans remain outstanding, and after payment in full of all principal of, and accrued but unpaid interest on, any Cash Shortfall Loan, all amounts otherwise available for distribution from the Company to the Members (whether before or after the Liquidation of the Company) shall be paid to the Members, if at all, first to repay such Capital Loans until the principal amount thereof and all interest accrued thereon have been paid in full to the lending Members. Payments in respect portion of any Capital Loans will be applied in Contribution that Venturian makes or has the order that such Capital Loans were made, and all payments will be applied first right 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 make pursuant to Article VIII or Article IX hereof. Any Capital Loan shall be prepayable, together with accrued but unpaid interest, in whole or in part at any time without premium or penalty. (c) No Capital Calls may be made this Section 1.4 by the Company after the delivery notifying all Shareholders of a First Call Exercise Notice, a First Put Option Exercise Notice or a Second Put Option Exercise Notice without Unanimous Board Consent. (d) Notwithstanding anything in this Agreement his election to do so not later than five days prior to the contrary, a Capital Contribution or Capital Loan shall not count towards the computation expiration 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 thereforPeriod, and any capital to be contributed by Venturian pursuant to this Section 1.4 may otherwise be divided between Venturian and Xxxxxx in such proportion as they may agree. If Xxxxxx 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 Xxxxxx 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) occurs substantially concurrently with a distribution the Calling Shareholder shall pay to the Corporation its Proportionate Share of the Capital Contribution, and (ii) the Non-Calling Shareholder (and Xxxxxx, 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 the Company or the Netherlands Joint Venture of an amount all Shareholders shall in cash that corresponds with 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 questionUnited States dollars to an account designated by the Corporation. Immediately upon each Shareholder's payment of a 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 Shares (as defined in Section 2.1 below) that is equal to the portion of the Capital Contribution made by such Shareholder multiplied by the price per share set forth in the Capital Call Notice. 4. In the event that a 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 with the larger Proportionate Share of the Shares outstanding shall have the right to designate not less than a majority of the total number of directors, but the number of directors designated by such Principal Shareholder shall otherwise be rounded down to the nearest whole number and the other Principal Shareholder shall have the right to designate the 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 chief executive officer of the Corporation pursuant to Section 1.6 hereof shall terminate and be of no further force or effect.

Additional Capital. (a) The Board of Managers shall not seek additional Capital Contributions from Members or issue additional Units to non-Members except in compliance with the provisions of Section 3.4 and this Section 3.6. This Section 3.6 shall not in any way restrict the Board of Managers’ ability to borrow money or seek financing for Company activities by means other than seeking additional Capital Contributions. (b) In the event the Board approves a request for additional capital from of Managers determines to raise capital, it shall issue Units (such Units to be issued by the MembersCompany, either in collectively, the form of a Capital Loan or Capital Contribution (a “Capital CallNew Units”), in accordance with Section 6.7(b) or Section 6.8(a), as the case may be, the Company shall request by Board of Managers giving each Member written notice that the Members contribute of such proposed issuance at least ten (10) days prior to the Company such additional capital, in proportion to their respective Percentage Interests, as authorized by the Board on not less than five proposed issuance date (5) Business Days’ prior notice to the Members or such lesser period as the Members may agreean “Issuance Notice”). The notice Issuance Notice shall specify the aggregate amount of capital proposed to be raised (the “Capital Call Notice”) shall be sent to all Members and (A) in the case of a Capital Contribution, shall specify (i) the amount of funds to be contributed by each Member, which shall be in proportion to the respective Percentage Interests of the Members determined, in each case, as of the date immediately prior to the Capital Call (each, an “Additional Capital ContributionRaise Amount”), the proposed price at which the New Units are proposed to be issued (iisubject to Section 3.6(c)) and the other material terms and conditions of the issuance, including the proposed closing date. Each Member shall be 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 of Managers within ten (10) days after receipt of the Issuance Notice. If any Member fails to exercise its right under this Section 3.6(b), or elects to exercise such rights with respect to less than such Member’s pro rata share (the difference between such Member’s pro rata share of the Capital Raise Amount and the portion of the Capital Raise Amount for which such 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 funds are the other Member delivers notice of its election to be provided (subscribe for the Excess Amount, the “Capital Call Election Date”). This Section 3.6(b) shall not apply to any Capital Contributions and issuances of Units pursuant to, and in accordance with, Sections 3.4(b), 3.4(c) 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”3.4(d), (ii) the Capital Call Date, (iii) the terms and conditions of such Additional Capital Loan, including the interest rate and maturity date thereof, which shall be identical (other than with respect to amount) for each Member and (iv) the account of the Company to which such funds are to be transmitted. Unless otherwise agreed by the Members, all Additional Capital shall be in cash or immediately available funds. Additional Capital Loans shall be deemed to have been made on the same date if a Member shall have funded such Additional Capital Loan on or before the Capital Call Date. (b) For so long as any Capital Loans remain outstanding, and after payment in full of all principal of, and accrued but unpaid interest on, any Cash Shortfall Loan, all amounts otherwise available for distribution from the Company to the Members (whether before or after the Liquidation of the Company) shall be paid to the Members, if at all, first to repay such Capital Loans until the principal amount thereof and all interest accrued thereon have been paid in full to the lending Members. Payments in respect of any Capital Loans will be applied in the order that such Capital Loans were made, and all payments will be applied first to accrued but unpaid interest and then to reduce the outstanding principal amount of such Capital Loan. Any Capital Loans shall become automatically and immediately due and payable by the Company upon the sale of the VeriSign Member’s Units pursuant to Article VIII or Article IX hereof. Any Capital Loan shall be prepayable, together with accrued but unpaid interest, in whole or in part at any time without premium or penalty. (c) No If any 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 an additional portion of the Capital Calls may Raise Amount, then, notwithstanding anything to the contrary in this Agreement, the New Units shall be made by issued at the Company after price per New Unit set forth in Section 3.6(d) (the delivery of a First Call Exercise Notice, a First Put Option Exercise Notice or a Second Put Option Exercise Notice without Unanimous Board Consent“Fair Market Value”). (d) Notwithstanding anything The Fair Market Value of a New Unit for purposes of Section 3.6(c) shall be determined as follows: (i) the Fair Market Value of such New Unit shall be an amount agreed in this Agreement to writing by the contrary, a Capital Contribution or Capital Loan shall not count towards the computation good faith determination of the Agreed Upon Capital Contribution Amount or Board of Managers within ten (10) days after the Agreed Upon Debt Financing Amount Election Date; or (ii) if the Board of Managers, 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 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 Capital Contribution or Capital Loan qualified independent mining valuators, and they shall each alternately strike (or with the Capital Call Notice thereforperson striking first being randomly drawn) occurs substantially concurrently names from the combined list until only one (1) name remains; the remaining name shall be the Appraiser. The Appraiser shall determine the Fair Market Value of the New Units, which shall be the amount that would be distributed in respect of such Units if (1) all of the Units were sold for cash in an arm’s-length transaction qualifying as a change of control with a distribution 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 or in complete liquidation pursuant to the Netherlands Joint Venture of an amount rights and preferences set forth in cash that corresponds with the amount Section 5.2. The Appraiser’s final determination of the Capital Call Fair Market Value shall be (i) in questionwriting 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. 2.7.1 None of the Shareholders shall be obligated to acquire additional Shares or other securities of the Corporation or to make loans to the Corporation or any of its Subsidiaries or guarantee its or their indebtedness or otherwise fund the business of the Corporation unless it otherwise agrees. 2.7.2 Subject to the mutual written agreement of Fairfax, ACON and, if ACM meets the ACM Funding Threshold, ACM (awhich agreement shall, for the avoidance of doubt, be an agreement reached subsequent to the date of this Agreement): (i) In the event the Board approves a request Fairfax shall subscribe for additional capital from the Members, either in the form of a Capital Loan Ordinary Shares or Capital Contribution (a “Capital Call”), in accordance with Section 6.7(b) or Section 6.8(a)10% Preference Shares, as the case may be, at the Company shall request by written notice that the Members contribute to the Company such additional capitalSubscription Price, in proportion amount up to their respective Percentage Interests$26,500,000 (provided that if ACM meets the ACM Funding Threshold, then Fairfax shall subscribe for Ordinary Shares or 10% Preference Shares, as authorized by the Board on not less than five (5) Business Days’ prior notice to the Members or such lesser period as the Members may agree. The notice (the “Capital Call Notice”) shall be sent to all Members and (A) in the case of a Capital Contributionmay be, shall specify (i) at the amount of funds to be contributed by each Member, which shall be in proportion to the respective Percentage Interests of the Members determinedSubscription Price, in each case, as of the date immediately prior amount up to the Capital Call (each, an “Additional Capital Contribution”$18,000,000), ; (ii) ACON shall subscribe for Ordinary Shares and 10% Preferences Shares, as the date on which funds are case may be at the Subscription Price, in an amount up to be provided (the “Capital Call Date”) $13,500,000; and (iii) if ACM meets the account of the Company to which such funds are to be transmittedACM Funding Threshold, and (B) in ACM shall subscribe for Ordinary Shares or Preference Shares, as the case of a Capital Loanmay be, shall specify (i) at the amount of funds to be lent by each Member, which shall be in proportion to the respective Percentage Interests of the Members determinedSubscription Price, in each case, as of the date immediately prior amount up 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$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 subscription contemplated by this Section 2.7.2 unless each of the other Significant Shareholder Groups makes a subscription to which they are entitled to above. 2.7.3 Following such subscriptions, and the payment by the MembersCorporation of any applicable stamp duty, all Additional Capital it shall be in cash or immediately available funds. Additional Capital Loans shall be deemed issue the applicable number of Ordinary Shares and Preference Shares to have been made on the same date if a Member shall have funded relevant subscribers and register such Additional Capital Loan on or before subscribers as the Capital Call Datefully 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 (b) For so long as and the conditions of the ACM Catch-Up Funding are satisfied), ACM may elect that any Capital Loans remain outstandingcommitment made or payment to be made pursuant to this Section 2.7 may be assumed or discharged on their behalf by, and after payment in full corresponding issuance 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 Ordinary Shares or after the Liquidation of the Company) shall be paid to the Members, if at all, first to repay such Capital Loans until the principal amount thereof and all interest accrued thereon have been paid in full to the lending Members. Payments in respect of any Capital Loans will be applied in the order that such Capital Loans were made, and all payments will be applied first to accrued but unpaid interest and then to reduce the outstanding principal amount of such Capital Loan. Any Capital Loans shall become automatically and immediately due and payable by the Company upon the sale of the VeriSign Member’s Units pursuant to Article VIII or Article IX hereof. Any Capital Loan shall be prepayable, together with accrued but unpaid interest, in whole or in part at any time without premium or penalty. (c) No Capital Calls 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 bound by all the Company after the delivery terms of a First Call Exercise Noticethis Agreement as if it were an original signatory hereto and (y) Fairfax, a First Put Option Exercise Notice ACON and ACM shall remain primarily responsible for their respective commitment or a Second Put Option Exercise Notice without Unanimous Board Consentpayment obligations. (d) Notwithstanding anything in 2.7.5 Schedule A will be amended accordingly to reflect the issuance of Shares pursuant to this Agreement Section 2.7. 2.7.6 The Shareholders acknowledge that no further approval is required for the Corporation to issue the contrary, a Capital Contribution or Capital Loan shall not count towards the computation of the Agreed Upon Capital Contribution Amount or the Agreed Upon Debt Financing Amount if such Capital Contribution or Capital Loan (or the Capital Call Notice therefor) occurs substantially concurrently with a distribution Shares contemplated by the Company or the Netherlands Joint Venture of an amount in cash that corresponds with the amount of the Capital Call in questionSection 2.7.3.

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

Additional Capital. If at any time, the Manager, in his sole discretion, determines that the Company’s revenues and funds are not sufficient to satisfy the obligations and liabilities of the Company or for other proper purposes of the Company, and the Manager elects not to cause 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 (a) In the event the Board approves a request for additional capital from the Members, either in the form of a Capital Loan or Capital Contribution (a “Capital CallRequired Amount”), and the purposes for which such funds will be used. Each Member shall be required to contribute in accordance with Section 6.7(b) or Section 6.8(a), as the case may be, the Company shall request by written notice that the Members contribute cash to the Company such additional capitalMember’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 ten (10) days after the Due Date, notify each of the Members that contributed in full their Required Amounts (the “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 Percentage Interests, Participating Percentages or in such other proportion as authorized by the Board on not less than five (5) Business Days’ prior notice Nondefaulting Members may agree upon. Any Default Contributions pursuant to the Members or such lesser period as the Members may agree. The notice (the “Capital Call Notice”) immediately preceding sentence shall be sent made within ten (10) days of delivery of notice from the Manager of the right to all Members and (A) make such Default Contributions. Immediately upon the expiration of the 10-day period described in the case immediately preceding sentence, the Participating Percentage of each Member shall automatically be adjusted to the ratio, expressed as a Capital Contributionpercentage, shall specify of (i) the amount of funds to be contributed by each such Member, which shall be in proportion to ’s total capital contributions since the respective Percentage Interests formation of the Members determined, in each case, as of the date immediately prior Company (including any Default Contributions) to the Capital Call (each, an “Additional Capital Contribution”), (ii) the date on which funds are to be provided (sum of the “total Capital Call Date”) and (iii) Contributions made by all Members in the account aggregate since the formation of the Company to which such funds are to be transmitted(including any Default Contributions). The Manager, and (B) in the case of a Capital Loanacting alone, shall specify (i) the amount of funds to be lent is hereby authorized, without further approval by each any Member, which shall be in proportion to the respective Percentage Interests of the Members determined, in each case, as of the date immediately prior to the Capital Call (each, an “Additional Capital Loan”), (ii) the Capital Call Date, (iii) the terms and conditions of such Additional Capital Loan, including the interest rate and maturity date thereof, which shall be identical (other than with respect to amount) for each Member and (iv) the account of the Company to which such funds are to be transmitted. Unless otherwise agreed by the Members, all Additional Capital shall be in cash or immediately available funds. Additional Capital Loans shall be deemed to have been made on the same date if a Member shall have funded such Additional Capital Loan on or before the Capital Call Date. (b) For so long as any Capital Loans remain outstanding, and after payment in full of all principal of, and accrued but unpaid interest on, any Cash Shortfall Loan, all amounts otherwise available for distribution from the Company to the Members (whether before or after the Liquidation of the Company) shall be paid to the Members, if at all, first to repay such Capital Loans until the principal amount thereof and all interest accrued thereon have been paid in full to the lending Members. Payments in respect of any Capital Loans will be applied in the order that such Capital Loans were made, and all payments will be applied first to accrued but unpaid interest and then to reduce the outstanding principal amount of such Capital Loan. Any Capital Loans shall become automatically and immediately due and payable by the Company upon the sale of the VeriSign Member’s Units pursuant to Article VIII or Article IX hereof. Any Capital Loan shall be prepayable, together with accrued but unpaid interest, in whole or in part at any time without premium or penalty. (c) No Capital Calls may be made by the Company after the delivery of a First Call Exercise Notice, a First Put Option Exercise Notice or a Second Put Option Exercise Notice without Unanimous Board Consent. (d) Notwithstanding anything in amend this Agreement to reflect any Default Contributions and adjustments to Participating Percentages pursuant to this Section 6.1(b). Such adjustments to the contrary, a Capital Contribution or Capital Loan Participating Percentages shall not count towards be the computation of the Agreed Upon Capital Contribution Amount or the Agreed Upon Debt Financing Amount if such Capital Contribution or Capital Loan (or the Capital Call Notice therefor) occurs substantially concurrently with a distribution by the Company or the Netherlands Joint Venture of an amount in cash that corresponds with the amount of the Capital Call in questionsole and exclusive remedy for any failure to contribute capital requested pursuant to this Section 6.1(b).

Additional Capital. (a) In the event the Board approves a request for additional capital from the Members, either Except as provided in the form of a Capital Loan this Agreement or Capital Contribution (a “Capital Call”), in accordance with Section 6.7(b) or Section 6.8(a), as the case may be, the Company shall request by written notice that the Members contribute to the Company such additional capital, in proportion to their respective Percentage Interests, as authorized by the Board on not less than five (5) Business Days’ prior notice to the Members or such lesser period as the Members may agree. The notice (the “Capital Call Notice”) shall be sent to all Members and (A) in the case of a Capital Contribution, shall specify (i) the amount of funds to be contributed by each Member, which shall be in proportion to the respective Percentage Interests of the Members determined, in each case, as of the date immediately prior to the Capital Call (each, an “Additional Capital Contribution”), (ii) the date on which funds are to be provided (the “Capital Call Date”) and (iii) the account of the Company to which such funds are to be transmitted, and (B) in the case of a Capital Loan, shall specify (i) the amount of funds to be lent by each Member, which shall be in proportion to the respective Percentage Interests of the Members determined, in each case, as of the date immediately prior to the Capital Call (each, an “Additional Capital Loan”), (ii) the Capital Call Date, (iii) the terms and conditions of such Additional Capital Loan, including the interest rate and maturity date thereof, which shall be identical (other than with respect to amount) for each Member and (iv) the account of the Company to which such funds are to be transmitted. Unless otherwise unanimously agreed by the MembersShareholders, all Additional Capital none of the Shareholders shall be in cash obligated to acquire additional Shares or immediately available fundsto make loans to the Corporation or guarantee its indebtedness. Additional Capital Loans shall It is the intention of the Parties that further funds required by the Corporation from time to time will be deemed obtained, to have been made on the same date if a Member shall have funded such Additional Capital Loan on extent possible, by borrowing from Canadian chartered banks or before other lenders acceptable to the Capital Call DateBoard. (b) For so long as any If the Board determines, consistent with the other provisions of this Agreement, that the Corporation requires an amount of additional capital or other funding (the “Required Capital”) and the Required Capital Loans remain outstandingcannot be obtained from Canadian chartered banks or other lenders on reasonable commercial terms, and after payment in full of all principal ofthe Corporation shall give notice (an “Offer Notice”) to each Shareholder, and accrued but unpaid interest on, any Cash Shortfall Loan, all amounts otherwise available for distribution from stating the Company to the Members (whether before or after the Liquidation aggregate amount of the Company) shall Required Capital sought and the price and terms of the First Preferred Debentures to be paid to the Members, if at all, first to repay such Capital Loans until the principal amount thereof and all interest accrued thereon have been paid in full to the lending Members. Payments in respect of any Capital Loans will be applied in the order that such Capital Loans were made, and all payments will be applied first to accrued but unpaid interest and then to reduce the outstanding principal amount of such Capital Loan. Any Capital Loans shall become automatically and immediately due and payable issued by the Company upon Corporation to raise the sale of the VeriSign Member’s Units pursuant to Article VIII or Article IX hereof. Any Capital Loan shall be prepayable, together with accrued but unpaid interest, in whole or in part at any time without premium or penaltyRequired Capital. (c) No Capital Calls Any Shareholder wishing to 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 made by the Company after the delivery of a First Call Exercise Noticegreater than, a First Put Option Exercise Notice equal to or a Second Put Option Exercise Notice without Unanimous Board Consent. (d) Notwithstanding anything in this Agreement to the contrary, a Capital Contribution or Capital Loan shall not count towards the computation less than such Subscribing Shareholder’s Pro Rata Share of the Agreed Upon Capital Contribution Amount or Required Capital. “Pro Rata Share” means a share equal to a fraction, the Agreed Upon Debt Financing Amount if such Capital Contribution or Capital Loan (or numerator of which is the Capital Call Notice therefor) occurs substantially concurrently with a distribution by the Company or the Netherlands Joint Venture number of an amount votes that may be exercised in cash that corresponds with the amount respect of the Capital Call First Equity Shares held by such Subscribing Shareholder as at the date of the Offer Notice and the denominator of which is the aggregate number of votes that may be exercised in questionrespect of all of the issued and outstanding First Equity Shares held by all such Subscribing Shareholders as at such date.

Additional Capital. (a) In Immediately following the event Closing, the Board approves a request for additional capital from the MembersMajority Stockholders, either in directly or through one or more designees thereof (for the form purposes of a Capital Loan this Section 12, "Financial Advisor") and the management of the combined companies shall use their best efforts to obtain, through one or Capital Contribution (a “Capital Call”)more private placements of unregistered equity securities of HWWI, in accordance with Section 6.7(b) or Section 6.8(a), as the case may be, the Company shall request by written notice that the Members contribute and on terms and conditions satisfactory to the Company such additional capitalSeller, an investment in proportion to their respective Percentage Interests, as authorized by the Board on HWWI of not less than five (5) Business Days’ prior notice to the Members or such lesser period as the Members may agree. The notice (the “Capital Call Notice”) shall be sent to all Members and (A) in the case $1,000,000, $500,000 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 made not later than thirty days after Closing (the “Capital Call Date”"First Investment") and (iii) the account balance 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 made not later than ninety days after Closing (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”"Second Investment"), (ii) the Capital Call Date, (iii) the terms and conditions of such Additional Capital Loan, including the interest rate and maturity date thereof, which shall be identical (other than with respect to amount) for each Member and (iv) the account of the Company to which such funds are to be transmitted. Unless otherwise agreed by the Members, all Additional Capital shall be in cash or immediately available funds. Additional Capital Loans shall be deemed to have been made on the same date if a Member shall have funded such Additional Capital Loan on or before the Capital Call Date. (b) For so long GEM Global Yield Fund (or its designees(s)), collectively referred to as "GEM") will be entitled to receive 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 Xxxxxxxx Xxxxx Singer & Xxxxxxxxx, LLP in accordance with the terms of the Warrant Escrow Agreement in the form of Exhibit C. GEM agrees that neither the Warrants nor any Capital Loans remain outstanding, and after payment in full shares of all principal of, and accrued but unpaid interest on, any Cash Shortfall Loan, all amounts otherwise available for distribution from Common Stock issuable upon exercise of the Company Warrants may be sold prior to the Members (whether before or after second anniversary of Closing, except with the Liquidation express written permission of the Company) Board of Directors of HWWI and such shares shall be paid to placed and held in escrow in accordance with 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 Restricted Stock Escrow Agreement 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 form of Exhibit D (the outstanding principal amount of such Capital Loan. Any Capital Loans shall become automatically and immediately due and payable by the Company upon the sale of the VeriSign Member’s Units pursuant to Article VIII or Article IX hereof. Any Capital Loan shall be prepayable, together with accrued but unpaid interest, in whole or in part at any time without premium or penalty."Restricted Stock Escrow Agreement") (c) No Capital Calls may The right of GEM to receive all or any portion of the first 500,000 Warrants shall expire in the event that the First Investment is not completed within 30 days of Closing (the "First Expiration Date") and the right of GEM to receive all or any portion of the remaining 500,000 Warrants shall expire in the event the Second Investment is not completed within 90 days of Closing (the "Second Expiration Date"). The expiration of such right to receive Warrants shall be made by on a pro rata basis in proportion to the Company amount, if any, of the First Investment or the Second Investment actually made into HWWI on or prior to 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 delivery of a first 500,000 Warrants as the First Call Exercise Notice, a Investment was not completed prior to the First Put Option Exercise Notice or a Expiration Date but would be entitled to receive the remaining 500,000 Warrants if the Second Put Option Exercise Notice without Unanimous Board ConsentInvestment was completed prior to the Second Expiration Date. (d) Notwithstanding anything in this Agreement to the contrary, a Capital Contribution or Capital Loan shall not count towards the computation The holders of the Agreed Upon Capital Contribution Amount or the Agreed Upon Debt Financing Amount if such Capital Contribution or Capital Loan (or the Capital Call Notice therefor) occurs substantially concurrently with a distribution by the Company or the Netherlands Joint Venture of an amount Warrants shall be entitled to piggy-back registration rights in cash that corresponds accordance with the amount terms of a Registration Rights Agreement in the Capital Call form attached hereto as Exhibit E. (e) In no event shall the Financial Advisor be entitled to reimbursement for its expenses in questionconnection with its efforts.

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