Legal Organization Form

Legal Organization Form

This Organizational Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Organizer Name: , an entity type: Individual Corporation LLC Partnership , formed under the laws of: , with principal address: (hereinafter "Organizer"), and Initial Member Name: , an entity type: Individual Corporation LLC Partnership , with principal address: (hereinafter "Initial Member"). Organizer and Initial Member are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Organizer intends to cause the formation of an organization to be known as Entity Name: (the "Company") under the laws of: ;

WHEREAS, the Parties desire to set forth the terms and conditions pursuant to which the Company will be organized, governed, and operated, and to record the initial capital contributions, ownership interests, and managerial structure of the Company.

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. FORMATION

1.1 Formation. The Parties shall take all necessary actions to form the Company in the jurisdiction identified above. The Company shall be formed pursuant to and shall be governed by the applicable laws of the State of: .

2. NAME AND PRINCIPAL OFFICE

2.1 Name. The legal name of the Company shall be the Entity Name stated above unless changed as provided in this Agreement.

3. PURPOSE

3.1 Purpose. The business and purpose of the Company shall be to engage in the following lawful activities and any other activities incidental or reasonably related thereto:

4. TERM

4.1 Term. The Company shall continue until dissolved in accordance with this Agreement or by operation of law.

5. CAPITAL CONTRIBUTIONS; OWNERSHIP

5.1 Initial Contributions. The Parties shall contribute capital to the Company as set forth below. Such contributions shall be recorded and the Parties shall hold ownership interests in proportion to their respective contributions unless otherwise agreed in writing.

5.2 Additional Contributions. No Party shall be required to make additional capital contributions. Any additional capital contributions shall be made only upon unanimous written consent of the Parties or as otherwise provided herein.

6. MANAGEMENT AND VOTING

6.1 Management. The Company shall be managed by: Member-Managed Manager-Managed.

6.2 Voting. Except as otherwise provided herein or by law, decisions requiring Member approval shall be resolved by the affirmative vote of Members holding a majority of the ownership interests. Specific actions requiring a supermajority or unanimous consent shall be set forth in writing and agreed by the Parties.

7. MEETINGS; RECORDS

7.1 Meetings. Meetings of Members shall be held at such times and places as determined by the managing party or as reasonably requested by a Member. Notice of meetings shall be provided in accordance with the Notices provision below.

7.2 Records. The Company shall maintain complete and accurate books, records, and accounting information at the principal office and make them available to Members during normal business hours for inspection and copying.

8. TRANSFERS; RESTRICTIONS

8.1 Transfer Restrictions. No Member may transfer, sell, assign, pledge, or encumber any interest in the Company except in accordance with the terms of this Agreement and subject to the consent requirements herein. Any attempted transfer in violation of this Agreement shall be void and of no effect.

8.2 Right of First Refusal. In the event a Member desires to transfer all or any portion of its interest, the remaining Members shall have a right of first refusal to purchase such interest on the terms and conditions offered to a third party.

9. DISSOLUTION; WINDING UP

9.1 Dissolution. The Company shall be dissolved upon the occurrence of any event requiring dissolution under applicable law, upon the unanimous written consent of the Members, or upon the entry of a decree of judicial dissolution.

9.2 Winding Up. Upon dissolution, the Company shall wind up its affairs, liquidate assets, satisfy liabilities, and distribute remaining assets to the Members in accordance with their respective ownership interests and applicable law.

10. INDEMNIFICATION

10.1 Indemnification. The Company shall indemnify and hold harmless each Member and any Manager to the fullest extent permitted by law against liabilities, losses, damages, and reasonable expenses (including attorneys' fees) incurred in connection with the Company's business, provided that indemnification shall not be provided for conduct determined to be grossly negligent, willful misconduct, or a knowing violation of law.

11. NOTICES

11.1 Notices. Any notice required or permitted under this Agreement shall be in writing and shall be delivered personally, by certified mail (return receipt requested), or by commercial overnight courier to the addresses set forth below or to such other address as a Party shall designate by written notice to the other Parties.

12. AMENDMENTS; WAIVER

12.1 Amendments. This Agreement may be amended only by a written instrument signed by all Parties. No oral modification shall be effective.

12.2 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is sought to be enforced. A failure or delay to exercise any right shall not operate as a waiver.

13. GOVERNING LAW

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of: , without regard to its conflicts of law principles.

14. ENTIRE AGREEMENT

14.1 Entire Agreement. This Agreement, including any schedules or exhibits attached hereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements of the Parties.

15. SEVERABILITY

15.1 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 negotiate in good faith to replace the invalid or unenforceable provision with a valid provision that most nearly achieves the Parties' original intent.

16. COUNTERPARTS; ELECTRONIC SIGNATURES

16.1 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 transmitted by facsimile, electronic image, or other electronic means shall be binding and treated as original signatures.

CERTIFICATION

The undersigned certify and represent that they have the full power and authority to enter into this Agreement on behalf of the Parties they represent, that all information provided herein is true and correct to the best of their knowledge, and that this Agreement has been duly authorized by all necessary action.

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