Corporate Structure Agreement

CORPORATE STRUCTURE AGREEMENT

This Corporate Structure Agreement (the "Agreement") is made effective as of by and between Company Name: a Corporation LLC Other organized under the laws of with principal office at (the "Company"), and Counterparty Name: a Corporation LLC Other organized under the laws of with principal office at (the "Counterparty").

RECITALS

WHEREAS, the Company currently maintains a corporate organization and capitalization as set forth in Schedule A attached hereto and incorporated by reference, and the Parties desire to set forth agreed principles governing the corporate structure, governance, and allocation of rights among equity holders;

WHEREAS, the Parties intend that the arrangements hereunder shall define the authorized classes of capital stock, the initial issuance of equity, board composition and voting arrangements, transfer restrictions, and certain reserved matters to preserve the economic and managerial expectations of the Parties; and

WHEREAS, the Parties wish to reduce to writing their mutual agreements regarding the corporate structure and governance of the Company as provided 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 Defined Terms. In this Agreement, unless the context requires otherwise, the following capitalized terms have the meanings set forth below:

"Authorized Shares" means the total number of shares of capital stock the Company is authorized to issue as of the Effective Date: .

"Issued and Outstanding Shares" means the number of shares issued and outstanding on the Effective Date: .

2. INCORPORATION, CAPITAL STRUCTURE AND STOCK

2.1 Capital Classes. The Company shall have the following classes of capital stock: Common Stock and Preferred Stock. The Authorized Shares by class are as follows: Common Stock: ; Preferred Stock: .

2.2 Par Value. The par value per share for all classes shall be per share, unless otherwise set forth in the Company's certificate of incorporation or articles of organization.

2.3 Initial Issuances. The Parties acknowledge and agree that the initial equity ownership immediately following the Effective Date shall be allocated in the proportions set forth in Schedule A; any issuance of additional equity shall be subject to the preemptive rights and approval procedures described in this Agreement.

3. GOVERNANCE; BOARD OF DIRECTORS

3.1 Board Composition. The Company's Board of Directors shall initially consist of directors. The Parties agree that, until otherwise amended in accordance with Section 13, the composition shall be: .

3.2 Meetings; Quorum. A quorum for Board meetings shall be a majority of directors then serving. Directors may participate by teleconference or other means permitting simultaneous communication, and actions of the Board may be taken by written consent in lieu of a meeting as permitted by applicable law.

4. SHAREHOLDER RIGHTS, PREFERENCES AND DIVIDENDS

4.1 Dividend Policy. Dividends, if any, shall be paid in accordance with the rights of each class of stock and in the sole discretion of the Board, subject to applicable law and any contractual preferences of outstanding preferred shares.

4.2 Preemptive Rights. Each Holder of record of Common Stock shall have a preemptive right to purchase its pro rata share of any new issuance of equity securities of the same class on terms offered to third parties, conditioned on compliance with applicable securities laws and the procedures set forth in Schedule B.

5. TRANSFER RESTRICTIONS

5.1 General Restriction. Except as expressly permitted herein, no Party shall Transfer any equity interest in the Company without first complying with the right of first refusal procedures and the tag-along and drag-along provisions set forth below. "Transfer" means any sale, assignment, pledge, encumbrance or other disposition.

5.2 Right of First Refusal. Prior to any Transfer to a Non-Party, the transferring Party shall deliver a written offer to the Company and the other Parties describing the proposed terms and allow them thirty (30) days to exercise a right to purchase on the same terms.

5.3 Tag-Along and Drag-Along. In the event of a Proposed Sale by holders of a majority of the Outstanding Shares, minority holders shall have customary tag-along rights and the majority holders shall have customary drag-along rights subject to the terms and conditions set forth in Schedule C.

6. RESERVED MATTERS

6.1 Reserved Matters. Notwithstanding any other provision of this Agreement, the following actions shall require the approval of at least of the Board or Shareholders as indicated: amendment of organizational documents; approval of annual budget; incurrence of indebtedness above ; initiation of litigation exceeding .

7. FINANCIAL REPORTING; BANK ACCOUNTS

7.1 Books and Records. The Company shall keep accurate books and records and shall prepare annual financial statements in accordance with generally accepted accounting principles consistently applied. The Company shall deliver to each Party annual audited financial statements within days after fiscal year end.

7.2 Bank Accounts. All Company funds shall be maintained in accounts in the name of the Company and withdrawals shall require such signatures or authorizations as approved by the Board.

8. REPRESENTATIONS AND WARRANTIES

8.1 Mutual Representations. Each Party represents and warrants to the other Party that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) it has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; and (c) this Agreement constitutes a valid and binding obligation enforceable against such Party.

8.2 Company Representations. The Company represents that as of the Effective Date the information set forth in Schedule A concerning capitalization is true and correct in all material respects.

9. INDEMNIFICATION

9.1 Indemnity. Each Party shall indemnify, defend and hold harmless the other Party from and against any losses, liabilities, expenses or claims arising out of a breach of such Party's representations, warranties or covenants in this Agreement, subject to customary limits for consequential damages and to the extent permitted by law.

10. TERM; TERMINATION

10.1 Term. This Agreement shall commence on the Effective Date and shall continue in effect until terminated by written agreement of all Parties or as otherwise provided herein.

10.2 Survival. Provisions of this Agreement that by their nature are intended to survive termination shall so survive, including but not limited to Sections 4, 5, 8, 9, 13, 14 and 15.

11. NOTICES

All notices, requests, claims, demands and other communications under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by notice to the other Parties pursuant to this Section.

12. AMENDMENTS AND WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the Parties hereto. No failure or delay by any Party in exercising any right shall operate as a waiver.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of law that would result in the application of the law of any other jurisdiction.

14. ENTIRE AGREEMENT; SEVERABILITY

14.1 Entire Agreement. This Agreement, together with the Schedules and Exhibits hereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

14.2 Severability. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the Parties shall endeavor in good faith to replace the invalid or unenforceable provision with a valid and enforceable provision that effectuates the original intent of the Parties to the maximum extent possible.

15. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed to be originals.

16. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect its interpretation. References to Sections, Schedules and Exhibits are to sections of and schedules and exhibits to this Agreement unless otherwise indicated.

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