Additional Member Capital Contributions. (a) Subject to complying with the terms of Section 2.07, the Manager shall have the right to admit one or more Persons as members of the Company (each an “Additional Member”) with such rights and obligations as the Manager shall determine. Upon admission of any new Member (i) such Member shall be designated as a Preferred Member, Common Member or such other classification as the Manager shall elect based on such new Member’s rights and obligations hereunder and (ii) subject to Sections 9.03 hereof, the Manager is authorized to amend this Agreement without any further action on the part of any other Member to reflect the admission of such new Member and its rights and obligations hereunder. Subject to the Act and this Section 2.08, any Membership Interest issued to Additional Members may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties as shall be determined by the Manager, in its sole and absolute discretion without the approval of any Member, and set forth in this Agreement or a written document thereafter attached to and made an exhibit to this Agreement (each, a “Membership Interest Designation”); provided, that that material terms of any Membership Interest Designation shall be set forth in any Additional Member Notice. Without limiting the generality of the foregoing, the Manager shall have authority to specify (a) the allocations of items of Company income, gain, loss, deduction and credit to each such class or series of Membership Interest; (b) the right of each such class or series of Membership Interest to share in Company distributions; (c) the rights of each such class or series of Membership Interest upon dissolution and liquidation of the Company; (d) the voting rights, if any, of each such class or series of Membership Interest; and (e) the conversion, redemption or exchange rights applicable to each such class or series of Membership Interest; provided, however, that none of the foregoing shall reduce Brown Family’s Preferred Return and seven percent (7%) IRR set forth in Section 4.03(c).
Additional Member Capital Contributions. Except as may be required by the most recent Annual Plan approved by the Board or pursuant to Section 9.1(d)(iv), no Member shall be obligated to make or commit to make any Capital Contributions to the Company without its prior written consent. From time to time, the Members may, but shall not be obligated to, make other additional Capital Contributions in amounts that the Board may request in writing pursuant to any formal action by the Board to request such contributions in the manner set forth in Section 4.3(a)(v), and in connection with any Capital Contributions so made, the Company shall issue Units to the Members in respect thereof in accordance with Section 3.2. Any such additional Capital Contributions shall be made in proportion to each Member’s respective Percentage Interests. To the extent one or more Members do not make additional Capital Contributions pursuant to this Section 3.3(b), or such additional Capital Contributions are not made in proportion to such Member’s respective Percentage Interests (in each case, other than in the event of a Default as provided in Section 3.4), then each Member’s Percentage Interest shall be adjusted based on the Units issued in exchange for such Capital Contributions and the application of the formula contained in the definition of “Percentage Interest” set forth herein.
Additional Member Capital Contributions. Each Additional Member shall, at the time it is admitted to the Fund or, in the case of an Additional Member that was already a Member at the time it increases its Capital Commitment pursuant to Section 4.2(b), contribute to the Fund an amount in cash equal to the sum of (i) such Additional Member’s Capital Commitment (or, in the case of an Additional Member that was already a Member, its increased Capital Commitment) (the “Contribution Amount”), plus (ii) interest on such amounts for the appropriate period at a rate per annum equal to the Prime Rate plus 2%. The Contribution Amount shall be retained by the Fund for the benefit of the Additional Members, and the interest allocable thereto shall be retained by the Fund for the benefit of the Existing Members pro rata in accordance with their respective Percentage Interests in the Fund prior to the admission of the Additional Members, except to the extent that the interest allocable thereto relates to the portion of the Capital Contributions that would have been paid or payable as Management Fees by the Fund to the Manager in respect of such Additional Members as if they had been admitted to the Fund at the Initial Closing Date, and such portion of such interest shall instead by paid by the Fund to the Manager on account of such Management Fees. The amounts, payments and determinations referred to in the previous sentence shall be determined by the Manager in its sole discretion. Thereafter, subject to Section 5.9, all Members will have contributed to the Fund their pro rata share of Capital Contributions required as of that date (based on their respective Percentage Interests) and shall be deemed to have been admitted to the Fund as of the Initial Closing Date.
