Legal Holdings Agreement

LEGAL HOLDINGS AGREEMENT

This Legal Holdings Agreement (the "Agreement") is entered into as of the day of , between Holding Party: , Entity Type: Individual Corporation LLC Partnership, with principal address at ; and Beneficial Party: , Entity Type: Individual Corporation LLC Partnership, with principal address at .

RECITALS

WHEREAS, Holding Party is the legal owner of certain equity interests, assets, licenses, and rights specifically described in Schedule A attached hereto (the "Holdings"); and

WHEREAS, Beneficial Party asserts or is entitled to beneficial economic or governance rights with respect to a portion of the Holdings pursuant to agreement, contribution, or investment; and

WHEREAS, the parties desire to set forth their respective legal rights and obligations with respect to the ownership, control, transfer, and management of the Holdings.

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

For purposes of this Agreement, the following terms have the meanings set forth below: "Affiliate" means, in relation to a party, any person or entity that controls, is controlled by, or is under common control with that party. "Transfer" means any sale, assignment, pledge, encumbrance, or other disposition, whether voluntary or involuntary. "Percent Interest" means the beneficial percentage of economic rights in the Holdings allocated to Beneficial Party as set forth in Section 2 and Schedule A.

2. ALLOCATION OF HOLDINGS

Holding Party hereby acknowledges that Beneficial Party is entitled to a Percent Interest equal to of the economic distributions and allocations arising from the Holdings, subject to the terms and conditions of this Agreement and any restrictions set forth in Schedule A.

3. TITLE, POSSESSION, AND CONTROL

3.1 Title. Holding Party shall retain legal title to the Holdings except as expressly provided otherwise in this Agreement or by operation of applicable law. Beneficial Party's interest shall be contractual and equitable to the extent provided herein.

3.2 Control. Holding Party shall exercise voting and management rights of the Holdings in accordance with fiduciary duties and with due regard to the Percent Interest of Beneficial Party; provided, however, that Holding Party shall not, without Beneficial Party's prior written consent, take any action that would materially and adversely affect Beneficial Party's economic entitlements under this Agreement.

4. RESTRICTIONS ON TRANSFER

4.1 General Restriction. Neither party shall Transfer any interest in the Holdings that would impair the other party's rights under this Agreement, except in compliance with the transfer procedures and any consent provisions set forth herein.

4.2 Right of First Offer. Before effecting any Transfer of Holdings (other than to an Affiliate), the transferring party shall provide written notice to the non-transferring party setting forth the material terms of the proposed Transfer and afford the non-transferring party a thirty (30) day period to elect to acquire the proposed interest on the same terms.

5. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement and the performance of its obligations will not violate any law, contract, or agreement binding on such party; and (c) there are no pending actions, claims, or proceedings that would reasonably be expected to impair such party's ability to perform under this Agreement. Holding Party further represents that it has good and marketable title to the Holdings, free and clear of any liens or encumbrances except as disclosed in Schedule A.

6. COVENANTS

6.1 Preservation of Holdings. Holding Party covenants to preserve, protect, and maintain the Holdings in good standing and shall not enter into any agreement that would diminish Beneficial Party's economic rights absent prior written consent.

6.2 Financial Reporting. Holding Party shall provide Beneficial Party quarterly statements summarizing income, distributions, expenses and any material events affecting the Holdings within forty-five (45) days following the end of each fiscal quarter.

7. TAX MATTERS

The parties shall cooperate and provide each other with such information and documentation as reasonably required for the preparation of tax returns and compliance with applicable tax laws. Each party shall be responsible for its own tax liabilities arising from its recognized share of income, gain, loss or deduction attributable to the Holdings in accordance with applicable law.

8. CONFIDENTIALITY

Each party shall keep confidential all non-public information concerning the Holdings and the business affairs of the other party obtained in connection with this Agreement and shall not disclose such information except (a) to its employees, advisors, or financing sources on a need-to-know basis; (b) as required by law or regulation; or (c) upon prior written consent of the disclosing party. Confidential information does not include information that becomes publicly available through no fault of the receiving party.

9. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its Affiliates from and against any claims, liabilities, losses, costs and expenses (including reasonable attorneys' fees) arising out of a breach of such party's representations, warranties, covenants or obligations under this Agreement, except to the extent such claims arise from the gross negligence or willful misconduct of the indemnitee.

10. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and shall continue in effect until terminated by mutual written agreement of the parties or upon the occurrence of a material breach by one party that remains uncured for thirty (30) days following written notice. Termination shall not relieve either party of obligations accrued prior to termination.

11. NOTICES

All notices, consents, approvals and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses below by hand delivery, nationally recognized overnight courier, certified mail (return receipt requested), or electronic transmission with confirmation of receipt.

12. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. No failure or delay by any party in exercising any right or remedy shall operate as a waiver of such right or remedy.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to its conflicts of law rules.

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with the Schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to substitute a valid and enforceable provision that most closely reflects the parties' original intent.

15. COUNTERPARTS; EXECUTION

This Agreement may be executed in two or more 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 transmission shall be valid and binding for all purposes.

SCHEDULE A — DESCRIPTION OF HOLDINGS

ADDITIONAL PROVISIONS

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