eTrade 2000 Annual Report Download - page 231

expressly authorized from time to time by the Managing Members.
(b)Except as otherwise required by law or as expressly provided herein, the Non-Managing Members shall have no rights to vote, call
meetings of the Members or otherwise exercise any similar rights or powers.
4.6. Officers. The Managing Members may appoint such officers of the Company as they shall deem advisable and shall have the
discretion to remove any officers at any time.
5
ARTICLE V
CAPITAL CONTRIBUTIONS
5.1. Capital Commitments and Membership Interests of the Members. Set forth opposite the name of each Member listed on
ExhibitA attached hereto is such Member’ s “Capital Commitment” to the Company and its percentage membership interest in the
Company (“Percentage Interest”). Each Member’ s Capital Commitment represents the aggregate amount of capital that such Member
has agreed to contribute to the Company in accordance with the terms hereof in order to fund the Company’ s capital commitment to
the Fund. ExhibitA shall be amended from time to time to reflect any changes to the Capital Commitments and Percentage Interests of
the Members.
(a)The Managing Members shall provide at least twelve(12) business days’ prior written notice of any required contribution to the
capital of the Company, specifying the amount thereof. The Members shall make their contributions to the Company’ s capital in cash,
except as otherwise determined by the Managing Members (who may allow contributions in the form of promissory notes). No
Member shall be required to contribute any amount in excess of such Member’ s Capital Commitment (as such Capital Commitment
may be increased pursuant to subparagraph(a)) without such Member’ s written consent. Any capital contributions hereunder with
respect to the Capital Commitments of the Members (each a “Capital Contribution”) shall be made in such amount as shall be
specified by the Managing Members and any such contributions required hereunder shall be in proportion to the Mem bers’ respective
Capital Commitments.
(b)In addition to the Capital Commitments set forth on Exhibit A, E*Trade shall make Capital Contributions (up to a maximum of
$250,000) to fund any excess of the Company’ s operating expenses in excess of the Management Fee. E*Trade’ s Percentage Interest
shall not be increased as a result of such Capital Contributions.
5.2. Liability of the Members.
(a)Except as expressly set forth herein, or as otherwise required by law, no Member shall be liable for any debts or obligations of the
Company.
(b)Each Member acknowledges the obligation of the Company pursuant to the Limited Partnership Agreement of the Fund to
contribute to the capital of the Fund cash or Securities to satisfy the Company’ s “clawback” obligation to the Fund. Each Member
agrees that, in the event the Company is required to make a “clawback” payment pursuant to the Limited Partnership Agreement of the
Fund, he or she will return any or all distributions made to him or her pursuant to this Agreement attributable to the Company’ s carried
interest in the Fund as may be required to satisfy such obligation, with each Member being severally (but not jointly) liable, in
proportion to their respective shares in such distributions.
5.3. Liability of Transferees. For purposes of this Agreement, any transferee of an interest in the Company, whether or not admitted
as a substitute Member or treated as a transferee or successor in interest who has not been admitted as a substitute Member (an
“Assignee”) hereunder, shall be treated as having contributed the amounts contributed to the Company by the transferor, as having
received distributions made to the transferor, and as having been allocated any Net Income or Net Loss allocated to the transferor of
the interest in the Company held by the transferee. In addition, the transferee shall be liable for the transferor’ s liability for future
contributions to the Company. Notwithstanding the above, the transfer of an interest shall not relieve the transferor from any liability
hereunder except to the extent that the transferee has actually made all contributions or payments required of the tran sferor.
5.4. Defaulting Members.
(a)If a Non-Managing Member fails to pay any amount which it is required to pay to the Company on or before the date when such
amount is due and payable, such Non-Managing Member shall be deemed to be in default hereunder (a “Defaulting Member”), and
written notice of default shall be given to such Non-Managing Member by the Managing Members. The Company shall be entitled to
enforce the obligations of each Non-Managing Member to make the contributions to capital specified in this Agreement, and the
2002. EDGAR Online, Inc.