Legal Manager Structure Attachment

LEGAL MANAGER STRUCTURE ATTACHMENT

This Legal Manager Structure Attachment (the Attachment) is made effective as of by and between Client Name: and Manager Entity Name: (each a Party and together the Parties).

RECITALS

WHEREAS, the Parties entered into a governing agreement titled effective as of (the Governing Agreement); and

WHEREAS, the Parties desire to set forth in detail the composition, authority, duties, voting procedures, and administrative processes for the Manager(s) who will direct and supervise the matters described in the Governing Agreement.

WHEREAS, this Attachment is intended to supplement and form a part of the Governing Agreement to provide practical governance mechanics for Manager oversight.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and in the Governing Agreement, the Parties agree as follows:

1. APPOINTMENT AND TERM

1.1 Appointment. Client Name hereby appoints Manager Entity Name as Manager with authority to perform the duties and exercise the powers set forth in this Attachment and the Governing Agreement for the term described below.

1.2 Term. The initial term of this appointment shall commence on the Effective Date and continue until terminated in accordance with the Governing Agreement or this Attachment. Any extension or renewal shall require written approval by:

2. MANAGER COMPOSITION

2.1 Manager Roster. The Manager shall consist of the following individuals or positions. The Manager is authorized to act collectively pursuant to the voting rules in Section 4.

2.2 Appointment and Removal. Appointment, resignation or removal of any Manager shall be effective only upon compliance with the procedures set forth in the Governing Agreement and, where applicable, the vote thresholds specified in Section 4.

3. AUTHORITY AND LIMITATIONS

3.1 General Authority. Subject to the limitations herein and the Governing Agreement, the Manager shall have full authority to make decisions concerning the day-to-day operations, strategic execution, contracting, procurement, hiring of key personnel, and engagement of advisors on behalf of the Client.

3.2 Material Transactions. The Manager shall not enter into or authorize any single transaction or series of related transactions in excess of $ without prior written approval from: .

3.3 Reserved Matters. The following matters are reserved to the Parties and may not be delegated to the Manager without prior written consent:

4. MEETINGS, VOTING AND QUORUM

4.1 Regular Meetings. Managers shall meet at intervals of and at such additional times as required by the Manager or at the written request of any Party.

4.2 Notice. Except in emergency circumstances, notice of any meeting shall be provided not less than days prior to the meeting.

4.3 Quorum and Voting. A quorum shall consist of Managers holding at least of the voting power. Actions of the Manager shall require: unless otherwise provided in this Attachment or the Governing Agreement.

5. DELEGATION AND COMMITTEES

5.1 Delegation. The Manager may form committees and delegate authority to such committees or to designated officers, provided that such delegation is reduced to writing and identifies the scope of delegated authority and reporting requirements.

Delegation to committees is permitted under the terms set forth in this Attachment.

6. COMPENSATION AND EXPENSES

6.1 Compensation. The Manager shall be entitled to compensation in the form and at the rates set forth below or as otherwise approved in writing by the Parties:

6.2 Expenses. Manager shall be reimbursed for reasonable and documented out-of-pocket expenses incurred in the performance of its duties, subject to the Client's expense policy and the Manager's prior approval requirements set forth herein.

7. RECORDS, REPORTING AND AUDIT

7.1 Reporting. The Manager shall prepare and deliver to the Parties periodic reports describing activities, financial performance, material decisions, and compliance matters on the following schedule: .

7.2 Audit Rights. The Parties shall have the right to inspect and audit the books and records maintained by the Manager relating to the subject matter of this Attachment upon reasonable notice and during regular business hours, subject to confidentiality protections.

8. CONFLICTS OF INTEREST

8.1 Duty to Disclose. A Manager shall promptly disclose in writing any actual or potential conflict of interest involving the Manager or any related person that could reasonably be expected to affect the Manager's duties. Disclosure shall include sufficient detail to permit evaluation by the Parties.

8.2 Abstention and Remedies. Where a conflict exists, the conflicted Manager shall abstain from deliberation and voting on the matter, and the Parties may impose such restrictions or require remedial measures as they deem appropriate.

9. CONFIDENTIALITY

9.1 Confidential Information. Each Party acknowledges that in the course of performance it may receive Confidential Information of the other Party. Each Party agrees to hold such information in strict confidence and not to disclose or use it except as necessary to perform obligations under the Governing Agreement and this Attachment.

10. INDEMNIFICATION

10.1 Indemnity. To the fullest extent permitted by law, the Client shall indemnify, defend and hold harmless the Manager and its affiliates, agents and representatives from and against all losses, claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of or in connection with the Manager's good faith performance of duties under this Attachment, except to the extent caused by the Manager's willful misconduct, gross negligence or material breach of this Attachment.

11. NOTICES

11.1 Method. All notices, demands and communications required or permitted under this Attachment shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or sent by certified mail, return receipt requested, to the addresses set forth below or to such other address as a Party may designate by notice.

12. AMENDMENT; WAIVER

12.1 Amendment. This Attachment may be amended only by a written instrument executed by both Parties. No course of conduct or failure to enforce any provision shall constitute a waiver of rights hereunder.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Attachment and all disputes hereunder shall be governed by and construed in accordance with the laws of the jurisdiction chosen by the Parties: , without giving effect to conflict of laws principles that would result in the application of another jurisdiction's law.

13.2 Entire Agreement. This Attachment, together with the Governing Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral, relating thereto.

13.3 Severability. If any provision of this Attachment is held to be invalid or unenforceable in whole or in part, the remainder of this Attachment shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable.

14. MISCELLANEOUS

14.1 Counterparts. This Attachment 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.

14.2 Remedies. The Parties acknowledge that monetary damages may be an inadequate remedy for breach of certain provisions of this Attachment and that the non-breaching Party shall be entitled to injunctive and other equitable relief, in addition to any other remedies available at law or in equity.

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