Legal Distribution Amount Form

LEGAL DISTRIBUTION AMOUNT FORM

THIS LEGAL DISTRIBUTION AMOUNT FORM (the "Form") is made and entered into as of by and between Party A: , Address: ; and Party B: , Address: .

RECITALS

WHEREAS, Party A is authorized under its organizational documents, operating agreement or other governing instrument to make distributions of cash or other property to its members, partners or beneficiaries; and

WHEREAS, Party B is entitled or has requested a distribution described below pursuant to the terms of the governing agreement and applicable law; and

WHEREAS, the parties desire to set forth the specific amounts, allocation, timing, and conditions for the distributions to be made by Party A.

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

1. DEFINITIONS

For purposes of this Form, the following terms shall have the meanings set forth below:

"Distribution" means any cash, property or other value transferred by Party A to Party B pursuant to this Form.

"Distribution Amount" means the monetary amount allocated to a recipient as set forth in Section 3.

2. AUTHORIZATION

Party A hereby authorizes the making of Distributions in the amounts and to the recipients specified in this Form. Such authorization constitutes a binding directive from Party A to its officers, managers, or agents to effectuate the Distributions in accordance with the terms set forth herein.

3. DISTRIBUTION AMOUNTS AND ALLOCATION

The parties agree that the following Distribution Amounts shall be paid by Party A to the named recipients in the manner specified. Each line describes the recipient or purpose and the amount to be distributed.

4. TIMING AND METHOD OF PAYMENT

Unless otherwise provided, distributions shall be made on the Distribution Date listed below and by the method selected. Party A shall use commercially reasonable efforts to effect payment on the Distribution Date, but shall not be liable for delays caused by banking or payment system processes.

Scheduled Distribution Date:

Method of Payment: Check Wire Transfer ACH / Electronic Transfer

5. TAXES AND WITHHOLDING

Party A shall withhold from any Distribution such amounts as are required by applicable federal, state, local or foreign law. Party B shall be responsible for all taxes (including income and withholding taxes) and filings associated with receiving the Distribution. Party A may, in its sole discretion, refuse to effect a Distribution until Party B provides any documentation reasonably required to satisfy withholding or reporting obligations.

6. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full power and authority to enter into and perform this Form; (b) the person signing on its behalf is duly authorized; and (c) the execution and delivery of this Form and the performance of its obligations hereunder will not violate any applicable law or contractual obligation.

7. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, managers, agents and affiliates from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of this Form, any misrepresentation made herein, or any failure to perform obligations relating to the Distributions.

8. RECORDS AND REPORTING

Party A shall maintain complete and accurate records supporting the amounts distributed and shall provide reasonable documentation to Party B upon request. Any request for documentation shall be made in writing and Party A shall respond within a commercially reasonable time.

9. NOTICES

All notices required or permitted under this Form shall be in writing and delivered to the addresses set forth below or such other address as a party designates by notice under this Section. Notices shall be deemed effective when delivered by hand, three days after deposit in the U.S. mail, or when sent by confirmed overnight courier.

10. AMENDMENT; WAIVER; COUNTERPARTS

This Form may be amended, modified or supplemented only by a written instrument executed by both parties. No failure or delay by either party in enforcing any right shall operate as a waiver of that right unless made in writing and signed by the waiving party. This Form 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.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Form shall be governed by and construed in accordance with the laws of the jurisdiction selected by the parties below. The parties agree to submit to the exclusive jurisdiction of the courts of that jurisdiction for resolution of disputes arising under this Form.

This Form constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral, relating to such subject matter. If any provision of this Form is held to be invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions shall remain in full force and effect.

12. MISCELLANEOUS

If any distribution cannot be effected due to legal, regulatory or compliance reasons, Party A may defer or modify the Distribution until such impediment is resolved; provided, however, that Party A shall notify Party B promptly and act in good faith to resolve the impediment.

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