Business Structure Document Farm LLC

BUSINESS STRUCTURE DOCUMENT — FARM LLC

This Business Structure Agreement ("Agreement") is made and entered into as of Date: by and between Company Name: with principal place of business at and Advisor Name: with principal place of business at .

WHEREAS

1. Company is a limited liability company organized to operate agricultural and related enterprises and seeks to establish an appropriate business structure, governance, and capitalization model to support its operations and growth.

2. Advisor has expertise in entity formation, membership interests, tax-efficient structuring, and operational governance and has agreed to provide structuring services to Company on the terms set forth in this Agreement.

3. The parties desire to set forth their respective rights and obligations with respect to the business structure, services to be provided, compensation, confidentiality, and other matters related to the engagement.

SCOPE OF WORK

Advisor shall provide professional services to Company in connection with evaluating, designing, and documenting the business structure of Company, including without limitation entity selection, membership and capital structure, governance documents, intercompany agreements, tax treatment analysis, and recommendations for implementation. The parties agree that the detailed scope of work shall be described below.

PAYMENT TERMS

As consideration for the services described in this Agreement, Company shall pay Advisor in accordance with the terms below. All fees are due in United States dollars and are exclusive of any taxes the parties are required by law to collect or remit.

Late payments shall accrue interest and/or fees as set forth below.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Upon termination, Company shall pay Advisor for services performed through the effective date of termination and for any non-cancellable commitments reasonably incurred prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is designated as confidential or that, given the nature of the information, would reasonably be considered confidential. Confidential Information includes, without limitation, financial data, business plans, membership and capitalization structures, tax positions, customer and supplier lists, and technical information.

The Receiving Party shall (a) hold Confidential Information in strict confidence; (b) not disclose such information to any third party except as expressly permitted herein; and (c) use Confidential Information solely to perform its obligations under this Agreement. The obligations in this Section shall not apply to information that (i) is or becomes generally available to the public other than through a breach of this Agreement, (ii) is rightfully received from a third party without restriction, or (iii) is independently developed without use of or reference to the Confidential Information.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved in the courts located within that State unless the parties mutually agree otherwise in writing.

ENTIRE AGREEMENT

This Agreement, together with any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The rights and obligations of the parties under this Agreement may not be assigned without the prior written consent of the other party, except that Company may assign its rights and obligations to an affiliate or in connection with a sale of substantially all of its assets.

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