Legal Series Agreement

LEGAL SERIES AGREEMENT

This Legal Series Agreement ("Agreement") is entered into as of by and between Party A: , an entity organized as with principal place of business at (hereinafter "Company"), and Party B: , an entity organized as with principal place of business at (hereinafter "Manager"). Company and Manager are each a "Party" and together the "Parties."

RECITALS

WHEREAS, Company is authorized to establish one or more series or segregated cells for certain assets, liabilities and operations pursuant to its organizational documents and applicable law;

WHEREAS, the Parties desire to establish and govern a particular series to carry on specified activities and to allocate rights, obligations, capital and governance in respect of such series;

WHEREAS, the Parties intend that each series established under this Agreement shall maintain separate assets and liabilities to the extent permitted by applicable law and that the members and creditors of one series shall have no recourse to the assets of another series except as expressly provided herein;

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 shall have the meanings set forth below: "Series" means the series established under Section 2 identified by the Series Name. "Series Assets" means assets specifically allocated to the Series pursuant to Section 3. "Series Liabilities" means debts and obligations properly attributable to the Series. Terms defined in the organizational documents of Company shall have the same meaning when used herein unless otherwise defined in this Agreement.

2. FORMATION OF THE SERIES

2.1 Series Name and Effective Date. Company hereby designates a new series to be known as: (the "Series"). The Series shall be effective as of .

2.2 Purpose. The Series is formed for the purpose of:

2.3 Separate Assets and Liabilities. The Parties agree that Series Assets shall be accounted for separately from the assets of Company and from any other series established by Company. Unless otherwise required by applicable law, Series Liabilities shall be enforceable only against the Series Assets and not against the assets of Company or other series, subject to the limitation that this provision does not create a guarantee or other exception under applicable law.

3. CAPITAL, CONTRIBUTIONS AND ALLOCATIONS

3.1 Initial Contributions. The initial capital contributions to the Series shall be as set forth below. Company contributes the following to the Series:

3.2 Additional Contributions. No Party shall be required to make additional capital contributions to the Series except as expressly provided by unanimous written agreement of the Parties. Any agreed additional contributions shall be documented in writing and shall specify the effect on ownership percentages and allocations.

3.3 Allocations and Distributions. Profits, losses and distributable cash of the Series shall be allocated and distributed among the Parties in accordance with their respective ownership interests as set forth in the Series records. Distributions shall be made subject to applicable law and any reserves reasonably determined by Manager.

4. MANAGEMENT AND VOTING

4.1 Management. The Manager shall manage the day-to-day operations of the Series and shall have authority to take all actions necessary or appropriate for the operation of the Series consistent with this Agreement and the organizational documents of Company. The identity of the Manager for the Series is: .

4.2 Voting Rights. Except as otherwise provided in this Agreement or required by applicable law, material decisions affecting the Series shall require the consent of Parties holding a majority of the ownership interests. Material decisions include, without limitation, the sale of all or substantially all Series Assets, voluntary dissolution of the Series, or amendment of this Agreement with respect to the Series.

5. BOOKS, RECORDS AND ACCOUNTING

5.1 Books and Records. Manager shall keep or cause to be kept complete and accurate books and records for the Series reflecting all material transactions and the Series' financial condition. Records shall be maintained at the Series principal place of business.

5.2 Accounting. The Series shall use accounting methods that are consistent with those used by Company for similar activities and otherwise in accordance with generally accepted accounting principles as applicable. Fiscal year:

6. LIABILITY AND INDEMNIFICATION

6.1 Limitation of Liability. Except to the extent prohibited by law, no Party, manager, member, officer or employee of Company or Manager shall be personally liable for debts, obligations or liabilities of the Series beyond such person's direct gross negligence, willful misconduct, fraud or breach of this Agreement.

6.2 Indemnification. The Series shall indemnify and hold harmless each Party and its affiliates, and their respective officers, directors, agents and employees, from and against any and all losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of claims relating to the Series, except to the extent such losses arise from the indemnified party's gross negligence, willful misconduct or fraud.

7. TRANSFERS AND ASSIGNMENTS

7.1 Transfer Restrictions. No Party may transfer or assign its rights, interests or obligations in the Series except with the prior written consent of the other Party, which consent shall not be unreasonably withheld. Any purported transfer in violation of this Section shall be void and of no force or effect.

8. TERM; DISSOLUTION

8.1 Term. The Series shall continue until dissolved in accordance with Section 8.2 or as otherwise provided by applicable law.

8.2 Dissolution. The Series shall be dissolved upon the occurrence of any event requiring dissolution under applicable law, or upon the written agreement of the Parties. Upon dissolution, the Series shall wind up affairs, liquidate Series Assets, satisfy Series Liabilities and distribute any remaining proceeds in accordance with Section 3 and applicable law.

9. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a "Notice") shall be in writing and addressed to the Parties at the addresses set forth below or to such other address as may be designated by a Party in writing:

Notices shall be deemed received: (a) on delivery, if delivered personally; (b) on the date of delivery if sent by internationally recognized overnight courier; (c) on transmission if sent by facsimile or electronic mail and receipt is confirmed; or (d) three (3) business days after deposit in the United States mail, postage prepaid, certified or registered mail. Proof of service or transmission shall be sufficient evidence of delivery.

10. AMENDMENTS; WAIVER

10.1 Amendments. This Agreement may be amended only by a written instrument executed by the Parties. No oral modification shall be effective.

10.2 Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless set forth in a written instrument signed by the Party waiving such right. No failure to exercise, nor delay in exercising, any right or remedy under this Agreement shall operate as a waiver.

11. GOVERNING LAW; VENUE

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. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for purposes of any dispute arising out of this Agreement.

12. ENTIRE AGREEMENT; SEVERABILITY

12.1 Entire Agreement. This Agreement, together with any schedules or exhibits hereto executed by the Parties, constitutes the entire agreement and understanding of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral, concerning such subject matter.

12.2 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable, and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof.

13. MISCELLANEOUS

13.1 Counterparts. This Agreement 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. Signatures delivered by electronic means shall be deemed original signatures.

13.2 Further Assurances. Each Party shall execute and deliver such further documents and take such further actions as may be reasonably required to carry out the purposes of this Agreement.

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