Legal Structure Agreement

LEGAL STRUCTURE AGREEMENT

This Legal Structure Agreement ("Agreement") is made as of by and between Party A Name: , an entity whose organizational form is: Corporation LLC Partnership, Principal Place of Business: ; and Party B Name: , an entity whose organizational form is: Corporation LLC Partnership, Principal Place of Business: . Each of the foregoing is a "Party" and together the "Parties."

RECITALS

WHEREAS, the Parties desire to establish the legal structure, capital contributions, governance, and transfer restrictions governing their joint business activities and the ownership interests described herein; and

WHEREAS, the Parties intend that the legal form, allocation of profits and losses, management rights, and capital accounts be set forth in a binding agreement that will govern relations among the Parties and between the Parties and the business entity(ies) they elect to form or reorganize; and

WHEREAS, the Parties have negotiated the terms set forth below and wish to reduce those terms to writing.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the Parties agree as follows.

1. DEFINITIONS

1.1 Capitalized terms used in this Agreement shall have the meanings set forth in this Section unless the context otherwise requires. "Agreement" means this Legal Structure Agreement and any schedules hereto. "Capital Contribution" means cash, property, services, or other consideration contributed by a Party to the capital of the Entity as set forth herein. "Permitted Transfer" means a transfer described in Section 9. Defined terms not otherwise defined shall have the meanings ascribed to them in the applicable organizational documents executed by the Parties.

2. FORMATION; PURPOSE

2.1 Formation. The Parties shall form or reorganize the business entity or entities described in Schedule A to effectuate the terms of this Agreement. The initial name of the entity(ies) will be as set forth in Schedule A. The Parties shall execute and file all documents necessary under applicable law to form the entity(ies).

2.2 Purpose. The purpose of the entity(ies) shall be to engage in the business activities described in Schedule A and to conduct any other lawful business reasonably related thereto.

3. CAPITAL STRUCTURE AND CONTRIBUTIONS

3.1 Capital Contributions. Each Party's initial capital contribution shall be as set forth below. Party A Contribution: . Party B Contribution: . All additional contributions shall be subject to the terms of this Agreement and the organizational documents.

3.2 Capital Accounts. The Parties shall maintain capital accounts in accordance with applicable tax and accounting principles. Adjustments to capital accounts shall be made for contributions, distributions, allocations of income, gain, loss and deduction, and other items as required by law.

4. ALLOCATION OF PROFITS, LOSSES AND DISTRIBUTIONS

4.1 Allocations. Except as otherwise required by applicable law, profits and losses shall be allocated among the Parties in proportion to their respective Capital Accounts as of the close of the fiscal period, subject to any special allocations set forth in the organizational documents.

4.2 Distributions. Distributions of available cash shall be made at such times and in such amounts as determined by the Managers or Board of Directors in accordance with the organizational documents, after providing for reserves reasonably necessary for operations, liabilities and contingencies.

5. MANAGEMENT AND GOVERNANCE

5.1 Management. Management of the entity(ies) shall be vested in the Manager(s) or Board specified in the organizational documents. Unless otherwise provided, material decisions including but not limited to amendments to the organizational documents, mergers, dissolution, incurrence of indebtedness in excess of permitted thresholds, and issuance of additional equity require the affirmative vote or consent of the Parties holding at least % of the voting power.

5.2 Reserved Matters. The Parties expressly reserve for the unanimous or supermajority consent of the Parties the following matters: material change of business purpose, sale or disposition of substantially all assets, amendment of this Agreement, and any related-party transactions exceeding the dollar threshold set in the organizational documents.

6. TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL

6.1 Transfer Restrictions. Except as provided in this Agreement, no Party shall Transfer any interest in the entity(ies) without the prior written consent of the other Party in accordance with the procedures set forth herein. "Transfer" includes sale, assignment, pledge, hypothecation, mortgage, gift or other disposition.

6.2 Right of First Refusal. Before any Party effects a Transfer to a third party, the transferring Party shall provide written notice to the non-transferring Party specifying the terms of the proposed Transfer. The non-transferring Party shall have days to exercise a right of first refusal to acquire the interest on the same terms.

7. REPRESENTATIONS AND WARRANTIES

7.1 Mutual Representations. Each Party represents and warrants to the other that: (a) it is duly organized and in good standing under the laws of its jurisdiction of formation; (b) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (c) the execution and delivery of this Agreement and the performance by such Party will not violate applicable law or any agreement to which it is a party.

7.2 No Conflicting Obligations. Each Party further represents that there are no pending actions, claims or proceedings that would reasonably be expected to materially impair such Party's ability to perform its obligations under this Agreement.

8. COVENANTS

8.1 Conduct of Business. Each Party covenants to act in good faith, use commercially reasonable efforts to carry out its duties under this Agreement, and to cause the entity(ies) to comply with applicable laws and the organizational documents.

8.2 Confidentiality. Each Party shall maintain in confidence all non-public business information and trade secrets of the entity(ies) and the other Party received in connection with this Agreement and shall not disclose such information except as required by law or with the prior written consent of the disclosing Party.

9. TERM; TERMINATION

9.1 Term. This Agreement shall commence on the effective date above and shall continue until terminated as provided herein or in the organizational documents.

9.2 Events of Termination. This Agreement may be terminated by mutual written consent of the Parties, upon dissolution of the entity(ies) in accordance with law, or upon material breach by a Party that remains uncured for days following written notice.

10. NOTICES

10.1 Notices. All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three business days after deposit in certified mail (return receipt requested), addressed as follows:

11. AMENDMENTS; WAIVER

11.1 Amendments. This Agreement may be amended or modified only by a written instrument executed by the Parties holding the voting power required by this Agreement or the organizational documents.

11.2 Waiver. No failure or delay by any Party in exercising any right under this Agreement shall operate as a waiver of that right, nor shall any single or partial exercise preclude any other or further exercise of any right.

12. GOVERNING LAW; DISPUTE RESOLUTION

12.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to principles of conflicts of law.

12.2 Dispute Resolution. Except for injunctive relief and other equitable remedies, the Parties agree first to attempt to resolve disputes in good faith by negotiation. If the Parties cannot resolve a dispute within days, the dispute shall be submitted to binding arbitration in accordance with the rules selected by the Parties and held in the county where the principal office of the entity is located, unless otherwise agreed in writing.

13. ENTIRE AGREEMENT; SEVERABILITY

13.1 Entire Agreement. This Agreement, together with the organizational documents and the schedules attached hereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

13.2 Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

14. MISCELLANEOUS

14.1 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14.2 Relationship of the Parties. Nothing in this Agreement shall be construed to create an employment relationship, partnership at law beyond the formation of the entity(ies) contemplated herein, joint venture, or fiduciary duty beyond that imposed by the organizational documents and applicable law, except as expressly provided.

SCHEDULE A — ENTITY DETAILS

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