AGREED TO BY CDI, CDI SUB, MEC AND MEC SUB.
THE CAPITAL COMMITMENT
(AS WELL AS THE TIMING OF REQUIRED CAPITAL CONTRIBUTIONS IN RESPECT THEREOF) AND
ALLOCATION PERCENTAGE OF EACH ADDITIONAL MEMBER SHALL BE DETERMINED BY APPROVAL
OF THE BOARD OF MANAGERS AND SET FORTH ON SCHEDULE A.
THE ALLOCATION PERCENTAGE
OF EACH ADDITIONAL MEMBER SHALL DILUTE THE ALLOCATION PERCENTAGES OF THE
PREVIOUSLY ADMITTED MEMBERS IN PROPORTION TO THEIR RESPECTIVE ALLOCATION
PERCENTAGES AS IN EFFECT IMMEDIATELY PRIOR TO SUCH DILUTION.
[C]
A PERSON SHALL NOT BE ADMITTED AS AN ADDITIONAL MEMBER PRIOR TO
THE EXECUTION BY SUCH PERSON OF A COUNTERPART OF THIS AGREEMENT (INCLUDING
SCHEDULE A, AS UPDATED TO REFLECT SUCH PERSON'S INTEREST).
[D]
NOTWITHSTANDING THE FOREGOING PROVISIONS OF THIS SECTION 1.6, THE
PROVISIONS OF ARTICLE 7 SHALL APPLY WITH REGARD TO THE ADMISSION OF SUBSTITUTE
MEMBERS.
[E]
CDI AND MEC SHALL WORK TOGETHER TO RECRUIT MUTUALLY AGREED-UPON
THIRD PARTIES (SUCH AS HORSEMEN, BREEDERS AND OTHER INDUSTRY PARTICIPANTS) TO
BECOME ADDITIONAL MEMBERS OF THE COMPANY.
IN THE EVENT CDI AND MEC ARE
SUCCESSFUL IN RECRUITING MUTUALLY AGREED-UPON ADDITIONAL MEMBERS, CDI SUB AND
MEC SUB WILL BE DILUTED ON A PRO RATA BASIS.
1.7
NAMES AND CONTACT INFORMATION OF THE MEMBERS.
SET FORTH BELOW THE
NAME OF EACH MEMBER ON SCHEDULE A SHALL BE APPROPRIATE CONTACT INFORMATION FOR
SUCH MEMBER (INCLUDING SUCH MEMBER'S MAILING ADDRESS AS WELL AS THE NAME OR
TITLE OF AN INDIVIDUAL TO WHOM NOTICES AND OTHER CORRESPONDENCE SHOULD BE
DIRECTED).
EACH MEMBER SHALL PROMPTLY PROVIDE THE COMPANY WITH THE INFORMATION
REQUIRED TO BE SET FORTH FOR SUCH MEMBER ON SCHEDULE A AND SHALL THEREAFTER
PROMPTLY NOTIFY THE COMPANY OF ANY CHANGE TO SUCH INFORMATION.
2
1.8
ADDITIONAL DOCUMENTS.
THE BOARD OF MANAGERS SHALL CAUSE TO BE
EXECUTED, FILED, RECORDED, PUBLISHED, OR AMENDED ANY DOCUMENTS, AS THE BOARD OF
MANAGERS IN THEIR REASONABLE DISCRETION DETERMINE TO BE NECESSARY OR ADVISABLE,
(X) IN CONNECTION WITH THE FORMATION, OPERATION, DISSOLUTION, WINDING-UP, OR
TERMINATION OF THE COMPANY PURSUANT TO APPLICABLE LAW OR (Y) TO OTHERWISE GIVE
EFFECT TO THE TERMS OF THIS AGREEMENT.
THE TERMS AND PROVISIONS OF EACH
DOCUMENT DESCRIBED IN THE PRECEDING SENTENCE SHALL BE INITIALLY ESTABLISHED AND
SHALL BE AMENDED AS NECESSARY TO CAUSE SUCH TERMS AND PROVISIONS TO BE
CONSISTENT WITH THE TERMS AND PROVISIONS OF THIS AGREEMENT.
1.9
TITLE TO PROPERTY.
TITLE TO ALL COMPANY PROPERTY SHALL BE HELD IN
THE NAME OF THE COMPANY; PROVIDED, HOWEVER, THAT PUBLICLY TRADED SECURITIES MAY
BE HELD IN "STREET NAME" OR THROUGH A SIMILAR ARRANGEMENT WITH A REPUTABLE
FINANCIAL INSTITUTION.
ARTICLE 2
CAPITALIZATION
2.1
CAPITAL COMMITMENTS.
[A]
INITIAL CAPITAL COMMITMENTS.
THE COMPANY SHALL BE OWNED INITIALLY
FIFTY PERCENT (50%) BY CDI SUB AND FIFTY PERCENT (50%) BY MEC SUB.
EACH OF CDI
SUB AND MEC SUB WILL MAKE INITIAL CAPITAL CONTRIBUTIONS IN THE AMOUNTS AND AT
SUCH TIMES AS SET FORTH ON SCHEDULE A.
IN ADDITION, AS OF THE CLOSING MEC AND
MEC SUB WILL DIRECTLY OR INDIRECTLY CONTRIBUTE AND/OR LEASE CERTAIN PROPERTY TO
THE COMPANY AS