Legal Formation Document

LEGAL FORMATION DOCUMENT

This Legal Formation Agreement (the "Agreement") is made and entered into as of Date: by and between Organizer Name: (Entity Type: Individual Corporation Limited Liability Company Other ), and Member Name: (Entity Type: Individual Corporation Limited Liability Company Other ).

RECITALS

WHEREAS, Organizer intends to form an entity under the laws of State of Formation: for the primary purpose described below; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the formation, governance, capitalization, and operation of the entity in accordance with applicable law; and

WHEREAS, the parties intend that the entity be treated for tax purposes as elected below and agree to take all steps necessary to effectuate such election.

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

1. FORMATION

1.1 Formation. Organizer shall cause the entity to be formed by filing and securing all formation documents required by the laws of the State of Formation: . The entity shall be formed under the name Entity Name: and shall exist in accordance with the governing formation statute of such state.

2. PRINCIPAL OFFICE; REGISTERED AGENT

3. PURPOSE

4. TERM

The term of the entity shall commence on the date of filing of the formation documents and shall continue until dissolved in accordance with this Agreement or by operation of law.

5. CAPITAL CONTRIBUTIONS; OWNERSHIP

5.1 Initial Contributions. Each party shall make the initial capital contribution as set forth below. Such contributions shall be credited to the contributing party's capital account and no additional amount shall be required except as provided in this Agreement.

5.2 Ownership Percentages. The parties shall have ownership percentages in the entity as follows: Organizer Percentage: and Member Percentage: . Percentages shall be adjusted only upon written agreement of all parties or as provided in this Agreement.

6. MANAGEMENT AND VOTING

6.1 Management Structure. The entity shall be: Member-managed Manager-managed. If manager-managed, the initial Manager shall be:

6.2 Voting. Except as otherwise provided, decisions requiring the consent of the members shall require the affirmative vote of members holding a Majority Percentage defined as more than fifty percent (50%) of the ownership percentages.

7. TAX TREATMENT

The parties intend the entity to be treated for federal and state tax purposes as: . The responsible party shall execute and file all elections, returns, and other instruments necessary to obtain and preserve the elected tax status.

8. TRANSFER RESTRICTIONS

8.1 General Restriction. No party shall transfer all or any portion of its interest in the entity except in accordance with the restrictions and procedures set forth herein, including the right of first refusal and any required consents.

8.2 Right of First Refusal. Before any transfer to a third party, the transferring party shall provide written notice to the non-transferring party and offer the non-transferring party the opportunity to purchase the offered interest on the proposed terms within Notice Period (days): days. Purchase price shall be determined pursuant to Valuation Method:

9. DISSOLUTION; WINDING UP

The entity shall be dissolved upon the occurrence of any event specified by law, the unanimous written agreement of the parties, or as otherwise provided in this Agreement. Upon dissolution, assets shall be liquidated and distributed in accordance with applicable law and the parties' capital account priorities after payment of liabilities.

10. INDEMNIFICATION

The entity shall indemnify and hold harmless each party, its affiliates and their respective officers, directors, managers and agents from and against liabilities, losses, damages and expenses reasonably incurred in connection with the entity's business, except to the extent arising from such indemnitee's willful misconduct, gross negligence or material breach of this Agreement.

11. NOTICES

Notices shall be given in writing and shall be effective upon delivery if delivered by hand, three (3) business days after deposit in the U.S. mail by certified mail, return receipt requested, or upon confirmed delivery if sent by nationally recognized overnight courier.

12. AMENDMENTS; WAIVER

This Agreement may be amended only by a written instrument executed by all parties. No failure or delay in exercising any right shall operate as a waiver, and any waiver must be in writing and signed by the waiving party.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Governing Law: without regard to its conflict of laws rules.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with any exhibits or schedules executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision hereof is held invalid or unenforceable, such invalidity shall not affect the remaining provisions, which shall continue in full force and effect.

15. COUNTERPARTS; ELECTRONIC SIGNATURES

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

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

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