Pro Rata Distribution Agreement

PRO RATA DISTRIBUTION AGREEMENT

This Pro Rata Distribution Agreement (the "Agreement") is made and entered into as of by and between Party A: , with principal address at , and Party B: , with principal address at . Each of Party A and Party B is a "Party" and collectively the "Parties."

RECITALS

WHEREAS, the Parties have agreed to distribute certain proceeds, assets, or other distributable items (collectively, the "Distributable Amounts") among designated participants on a pro rata basis in accordance with agreed allocation percentages and procedures; and

WHEREAS, the Parties desire to set forth the methodology, timing, and administrative obligations for calculation and distribution of such Distributable Amounts to ensure orderly, auditable and legally compliant distributions; and

WHEREAS, the Parties intend that distributions made pursuant to this Agreement shall be final and binding among the Parties and the designated recipients, subject to the terms, adjustments, setoffs and reserves expressly provided herein.

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

1. DEFINITIONS

1.1 "Distributable Amount" means the sum of cash and cash equivalents available for distribution on a Distribution Date after payment or accrual of all agreed expenses, taxes, reserves and other obligations as determined in accordance with Section 2.1.

1.2 "Participants" means the persons or entities entitled to receive distributions hereunder as set forth in Exhibit A attached hereto and incorporated by reference. Exhibit A shall identify each Participant and its Pro Rata Share. If Exhibit A is not attached at signing, the Parties shall supply Exhibit A within days.

1.3 "Pro Rata Share" means, with respect to each Participant, the fraction obtained by dividing such Participant's entitlement (as set forth in Exhibit A) by the aggregate entitlements of all Participants, expressed as a percentage.

2. CALCULATION AND ALLOCATION

2.1 Determination of Distributable Amount. On each Distribution Date, the Paying Party shall determine the Distributable Amount by (a) aggregating gross receipts subject to distribution, (b) deducting reasonable and customary administrative expenses and reserves described in Section 2.2, and (c) applying any adjustments required by law. The Paying Party's determination shall be made in good faith and supported by reasonable documentation.

2.2 Administrative Expenses and Reserves. The Paying Party may deduct from gross receipts reasonable fees, customary transaction costs, third-party expenses and tax reserves reasonably anticipated to be payable with respect to the Distributable Amount. Any such deduction shall be described in a written distribution statement delivered with each distribution.

2.3 Allocation Method. Subject to applicable law and withholdings, the Distributable Amount shall be allocated among Participants pro rata based on each Participant's Pro Rata Share. The Distribution Date for each allocation shall be , and the payment shall be made within days after each Distribution Date.

3. DISTRIBUTION MECHANICS

3.1 Payment Instructions. Each Participant shall provide written payment instructions to the Paying Party, including account name, bank, routing number and account number or alternative payment instructions. Payment instructions for Party A:

3.2 Manner of Payment. Distributions shall be made by wire transfer, electronic funds transfer or other mutually agreed payment mechanism. The Paying Party may withhold or delay distributions to satisfy bona fide claims, liens, encumbrances or necessary reserves, provided that the Paying Party provides prior written notice specifying the reason and an estimate of the amount withheld.

4. REPORTING; RECORDS; AUDIT

4.1 Distribution Statement. With each distribution, the Paying Party shall deliver a written distribution statement that (a) identifies gross receipts, deductions, reserves, and the net Distributable Amount, (b) calculates each Participant's Pro Rata Share, and (c) states the amount paid to each Participant and any taxes withheld.

4.2 Books and Records; Audit Rights. Each Party shall maintain, for a period of at least three (3) years following each distribution, complete and accurate books and records relevant to the calculation and distribution of Distributable Amounts. Upon reasonable prior notice and during normal business hours, a Party may, at its own expense, inspect and audit such books and records no more than once per twelve (12) month period, provided such inspection does not unreasonably interfere with the other Party's business. If an audit reveals an underpayment exceeding of the amounts due, the Paying Party shall reimburse the reasonable cost of the audit.

5. TAXES AND WITHHOLDINGS

5.1 Withholding. The Paying Party shall withhold from distributions any amounts required to be withheld under applicable law. The Paying Party shall provide prompt notice to affected Participants of withholdings and shall provide reasonably available documentation reflecting such withholdings.

5.2 Tax Indemnity. Each Participant shall be responsible for its own tax liabilities arising from distributions received hereunder. Each Participant agrees to indemnify and hold harmless the Paying Party from and against any taxes assessed against the Paying Party by virtue of making distributions on the Participant's behalf, together with interest and penalties, provided that the Paying Party gives prompt written notice of any such claim and cooperates in the Participant's defense.

6. REPRESENTATIONS AND WARRANTIES

6.1 Each Party represents and warrants to the other that (a) it has full power and authority to enter into and perform this Agreement, (b) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms, and (c) the execution, delivery and performance hereof do not and will not conflict with any other material agreement or applicable law.

6.2 Each Participant represented on Exhibit A represents that the information provided for payment and tax purposes is accurate and complete. A Participant shall notify the Paying Party promptly of any change in such information.

7. INDEMNIFICATION; LIMITATION OF LIABILITY

7.1 Indemnification. Each Party (an "Indemnifying Party") shall indemnify, defend and hold harmless the other Party and its officers, directors and agents from and against any losses, claims, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from the Indemnifying Party's breach of this Agreement or its negligence or willful misconduct in the performance of its obligations hereunder.

7.2 Limitation of Liability. Except for liability resulting from fraud, gross negligence or willful misconduct, in no event shall either Party be liable to the other for punitive, indirect, incidental or consequential damages.

8. TERM; TERMINATION

8.1 Term. This Agreement shall commence on the Effective Date and continue until terminated by mutual written agreement of the Parties or as otherwise provided herein.

8.2 Termination for Breach. Either Party may terminate this Agreement upon thirty (30) days' prior written notice to the other Party if the other Party materially breaches any provision of this Agreement and fails to cure such breach within such thirty (30) day period.

9. NOTICES

9.1 Method. All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by 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 to the other.

10. AMENDMENT; WAIVER; COUNTERPARTS

10.1 Amendment. This Agreement may be amended or modified only by a written instrument signed by both Parties.

10.2 Waiver. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving Party. No waiver shall be construed as a waiver of any other right or remedy.

10.3 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 transmitted by electronic means (including facsimile or scanned pdf) shall be deemed original signatures for all purposes.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

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

11.2 Entire Agreement. This Agreement (including all exhibits and schedules hereto) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

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

12. MISCELLANEOUS PROVISIONS

12.1 Relationship of the Parties. The Parties are independent contracting parties. Nothing in this Agreement shall be construed to create an employment, partnership or joint venture relationship between the Parties.

12.2 Further Assurances. Each Party shall execute and deliver such further instruments and take such further actions as may be reasonably necessary to effectuate the purposes of this Agreement.

SIGNATURES

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