Corporate Agreement

CORPORATE AGREEMENT

This Corporate Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: , an entity organized as under the laws of , with its principal place of business at (hereinafter "First Party"), and Client Name: , an entity organized as under the laws of , with its principal place of business at (hereinafter "Second Party"). First Party and Second Party are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, First Party is engaged in the business described as and holds certain assets, intellectual property and business operations necessary to carry on its business as set forth herein; and

WHEREAS, Second Party desires to acquire an ownership interest in or enter into a strategic relationship with First Party on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the Parties intend by this Agreement to set forth the understandings and agreements between them with respect to governance, capital structure, transfer restrictions, and other matters described below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of this Section, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether by ownership of voting securities, by contract or otherwise.

1.2 "Board" means the board of directors of First Party, constituted and exercised in accordance with the First Party's organizational documents and this Agreement.

2. PURPOSE

The purpose of this Agreement is to set forth the terms on which the Parties will cooperate in the governance and capitalization of First Party, including mechanisms for decision-making, issuance and transfer of equity interests, protections of minority interests, and the allocation of rights and responsibilities between the Parties.

3. CAPITALIZATION

3.1 Authorized Capital. First Party's authorized capital stock consists of shares, divided into such classes and series as set forth in its articles or charter. Issuance of any new class or series of shares that would materially dilute the ownership of any Party requires the prior written consent of the Board as set forth in Section 4.

3.2 Issuance. Any issuance of equity or equity-linked securities shall be subject to compliance with applicable law, the approval of the Board, and the preemptive rights specified in this Agreement. The Parties acknowledge that capitalization adjustments required by operation of law or as a result of bona fide equity awards to employees approved by the Board shall not constitute a breach of this Agreement.

4. GOVERNANCE; BOARD OF DIRECTORS

4.1 Board Composition. The Board shall initially consist of directors. Each Party shall have the right to designate directors in proportion to its ownership as agreed by the Parties. Removal and replacement of directors shall be governed by the organizational documents and this Agreement.

4.2 Meetings and Voting. Regular and special meetings of the Board shall be held in accordance with the organizational documents. A quorum for Board action shall be a majority of directors unless otherwise required by the organizational documents. Notwithstanding the foregoing, any action approving (i) a sale of substantially all assets of First Party, (ii) a merger or consolidation, (iii) an amendment to the charter affecting voting power, or (iv) the issuance of equity that would result in material dilution, shall require the affirmative vote of at least of the directors then serving.

5. TRANSFER RESTRICTIONS

5.1 Restrictions. No Party shall sell, assign, transfer, pledge, encumber or otherwise dispose of any equity interest in First Party except in compliance with the transfer restrictions set forth in this Agreement. Any purported transfer in violation of this Agreement shall be null and void.

5.2 Right of First Refusal. In the event a Party (the "Selling Party") receives a bona fide offer from a third party to purchase any equity interest, the other Party shall have a right of first refusal to purchase such interest on the same terms and conditions. The Selling Party shall deliver written notice of the offer to the non-selling Party specifying the material terms. The non-selling Party shall have days to accept the offer.

6. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants to the other Party, as of the Effective Date, that (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) it has the corporate power and authority to execute, deliver and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action; and (d) this Agreement constitutes a valid and binding obligation enforceable against such Party in accordance with its terms, subject to bankruptcy, insolvency and other laws of general application relating to or affecting creditors' rights.

7. COVENANTS

7.1 Conduct of Business. During the term of this Agreement, First Party shall conduct its business in the ordinary course consistent with past practice and shall use commercially reasonable efforts to preserve and protect its business, assets and goodwill.

7.2 Compliance with Law. Each Party shall comply with all applicable laws, rules and regulations in the performance of its obligations under this Agreement.

8. CONFIDENTIALITY

Each Party shall keep confidential and shall not disclose to any third party any confidential information received from the other Party except (i) to the extent necessary to perform its obligations under this Agreement, (ii) as required by law, or (iii) with the prior written consent of the disclosing Party. Confidential information shall include non-public technical, financial, commercial, and strategic information. Each Party agrees to use at least the same degree of care in protecting the other Party's confidential information as it uses to protect its own confidential information, but in no event less than reasonable care.

9. INDEMNIFICATION

9.1 Indemnity. Each Party (the "Indemnifying Party") shall indemnify, defend and hold harmless the other Party and its officers, directors, employees and agents (collectively, the "Indemnified Parties") from and against any and all losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of any representation, warranty or covenant made by the Indemnifying Party in this Agreement.

9.2 Defense and Settlement. The Indemnified Party shall promptly notify the Indemnifying Party in writing of any claim for which indemnification is sought. The Indemnifying Party shall have the right to assume the defense of such claim with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnified Party may participate in the defense at its own expense.

10. TERM AND TERMINATION

10.1 Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated in accordance with this Section.

10.2 Termination Events. This Agreement may be terminated (a) by mutual written agreement of the Parties; (b) by either Party upon material breach by the other Party that remains uncured thirty (30) days after written notice specifying the breach; or (c) upon dissolution or insolvency of First Party.

11. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail (return receipt requested), or sent by nationally recognized overnight courier to the addresses set forth below or to such other addresses as a Party may designate by notice in accordance with this Section.

12. AMENDMENTS; WAIVER

This Agreement may be amended or modified only by a written instrument signed by both Parties. No failure or delay by any Party in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise of that or any other right.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

14. ENTIRE AGREEMENT

This Agreement, together with any schedules or exhibits 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 written or oral, of the Parties relating thereto.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby, and the Parties shall negotiate in good faith to replace the invalid, illegal or unenforceable provision with a valid provision that achieves, to the extent possible, the economic, legal and commercial objectives of the invalid provision.

16. COUNTERPARTS

This Agreement may be executed in counterparts, each of which when executed and delivered shall be an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means that reproduce the signature (including facsimile or electronic image) shall be deemed original signatures for all purposes.

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