Syndicate Partnership Agreement

Syndicate Partnership Agreement

This Syndicate Partnership Agreement (the "Agreement") is made and entered into as of the Effective Date: Month Day Year , by and between Lead Investor: an entity of type Individual Corporation LLC with principal place of business at ; and Syndicate Manager: an entity of type Individual Corporation LLC with principal place of business at (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, the Parties desire to form a partnership syndicate for the purpose of pooling capital for investments in specified transactions and to govern the rights and obligations of the Parties with respect to such pooled investments; and

WHEREAS, the Parties intend that the Syndicate will operate as a contractual partnership among the Parties with allocations, distributions, management authority and transfer restrictions as set forth in this Agreement; and

WHEREAS, the Parties desire to set forth the terms under which contributions will be made, management will be exercised, and profits and losses will be allocated.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. Definitions

1.1 "Syndicate" means the partnership arrangement created by this Agreement for the purpose described herein. 1.2 "Capital Contribution" means cash or other property contributed by a Party to the Syndicate pursuant to Section 3. 1.3 "Units" means such interest units representing a Party's relative capital account and entitlement to allocations and distributions as set forth in this Agreement.

2. Formation and Purpose

2.1 Formation. The Parties hereby form a partnership under the name to be governed by the terms of this Agreement.

2.2 Purpose. The Syndicate's purpose is to identify, evaluate, acquire, manage and dispose of investments in accordance with the investment strategy set forth in this Agreement and any attached schedules, and to perform all activities necessary or incidental thereto.

3. Capital Contributions; Units; Withdrawals

3.1 Initial Contributions. Each Party shall make an initial Capital Contribution in the amount set forth below: Lead Investor Contribution: ; Syndicate Manager Contribution: .

3.2 Additional Contributions. Additional contributions may be required upon a unanimous written request of the Parties. No Party shall be required to make additional capital contributions except as agreed in writing.

3.3 Capital Accounts. A capital account shall be maintained for each Party in accordance with generally accepted accounting principles and the rules set forth in this Agreement.

4. Allocation of Profits and Losses; Distributions

4.1 Allocations. Profits and losses shall be allocated among the Parties in proportion to their respective Units, except as otherwise required by applicable law or this Agreement.

4.2 Distributions. Cash distributions shall be made at such times and in such amounts as determined by the Syndicate Manager, subject to the priority of reimbursements, reserves for liabilities and working capital. The Manager shall use reasonable business judgment in establishing reserves.

5. Management; Duties and Authority of Manager

5.1 Management. The Syndicate Manager shall have exclusive authority to manage the investment and administrative activities of the Syndicate, including sourcing investments, negotiating terms, causing acquisitions and dispositions, and arranging financing, subject to express limitations in this Agreement.

5.2 Fiduciary Standard. The Manager shall act in good faith and in a commercially reasonable manner, exercising the care of a prudent person in similar circumstances, and shall act in the best interests of the Syndicate with respect to decisions within its authority.

5.3 Manager Compensation. The Manager is entitled to management fees and expense reimbursements as follows: Management Fee (annual): ; Expense Reimbursement: actual documented expenses.

6. Transfers; Assignments; Exit

6.1 Restrictions. No Party may assign, encumber or transfer its Units 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 is void.

6.2 Permitted Transfers. Transfers to affiliates or by operation of law may be permitted provided the transferee agrees in writing to be bound by the terms of this Agreement.

7. Books, Records and Reports

7.1 Records. The Syndicate shall maintain complete and accurate books and records of its operations. The Manager shall cause periodic financial statements to be prepared and delivered to the Parties not less frequently than quarterly.

7.2 Inspections. Each Party, or its authorized representative, shall have reasonable access during normal business hours to inspect the Syndicate's books and records upon reasonable prior notice.

8. Representations and Warranties

8.1 Mutual. Each Party represents and warrants to the other that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution and delivery of this Agreement and the performance of its obligations do not violate any agreement to which it is a party; and (c) it is not subject to any pending litigation that would reasonably be expected to have a material adverse effect on its ability to perform.

9. Confidentiality

9.1 Confidential Information. Each Party shall keep confidential all non-public information concerning the Syndicate and shall not disclose such information except as required by law or as necessary to perform its obligations under this Agreement, provided that the receiving Party shall use commercially reasonable efforts to obtain confidential treatment of any required disclosure.

10. Indemnification; Limitation of Liability

10.1 Indemnification. The Syndicate shall indemnify and hold harmless the Manager and its affiliates from and against any and all losses, claims, damages and liabilities (including reasonable attorneys' fees) incurred in connection with the Syndicate, except to the extent arising from the Manager's gross negligence, willful misconduct or bad faith.

10.2 Limitation. Except for indemnification obligations or a Party's willful misconduct or gross negligence, neither Party shall be liable to the other for consequential, incidental or punitive damages.

11. Dispute Resolution

11.1 Negotiation; Mediation. In the event of a dispute arising under this Agreement, the Parties shall first attempt in good faith to resolve the dispute through negotiation. If unresolved within thirty (30) days, the Parties shall submit the dispute to non-binding mediation before a mutually agreed mediator.

11.2 Relief. Nothing in this Section shall prevent either Party from seeking injunctive or other equitable relief in a court of competent jurisdiction to protect rights pending final resolution.

12. Notices

Notices to Lead Investor

Notices to Syndicate Manager

13. Amendments; Waiver; Counterparts

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

13.2 Waiver. No waiver of any provision of this Agreement shall be effective unless set forth in writing and signed by the Party waiving such provision. A waiver of any breach shall not operate as a waiver of any other or subsequent breach.

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

14. Governing Law; Entire Agreement; Severability

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

14.2 Entire Agreement. This Agreement, together with any schedules or exhibits attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings.

14.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable.

15. Miscellaneous Provisions

15.1 Tax Treatment. The Parties shall reasonably cooperate to obtain tax results consistent with the Parties' intent that the Syndicate be treated as a partnership for federal and state tax purposes unless otherwise agreed in writing.

15.2 Further Assurances. Each Party shall execute and deliver such further instruments and take such further action as may be reasonably necessary to carry out the intent and purposes of this Agreement.

Special Provisions / Additional Terms

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