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# Common terms and conditions
## Not registered securities
THE LIMITED LIABILITY COMPANY UNITS REFERRED TO HEREIN (THE “UNITS”) HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”).
SUCH INTERESTS ARE BEING OFFERED OR SOLD UNDER THE EXEMPTION PROVIDED BY SECTION
4(2) OF THE 1933 ACT AND RULE 506 THEREUNDER NOR HAVE THEY BEEN REGISTERED UNDER
THE SECURITIES OR BLUE SKY LAWS OF ANY OTHER JURISDICTION.
A PURCHASER OF UNITS MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THE INVESTMENT
FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE UNITS HAVE NOT BEEN REGISTERED UNDER
THE 1933 ACT AND, THEREFORE, CANNOT BE SOLD UNLESS THEY ARE SUBSEQUENTLY
REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
THERE IS NO OBLIGATION OF THE ISSUER TO REGISTER THE UNITS UNDER THE 1933 ACT.
## Entire Agreement
All parties agree that this Agreement is the final, complete and exclusive statement of the
mutual understanding of the parties and supersedes and cancels all previous written
and oral agreements and communications relating to the subject matter of this Agreement.
This Agreement and its exhibits constitute the entire agreement between the parties.
Except as otherwise provided herein, no amendments to this Agreement shall be
binding upon any Member unless set forth in a document duly executed by such Member.
The parties will amend this agreement only by cosigned, written agreement.
## Binding Arbitration and waiver of rights
IF FOR ANY REASON THIS
ARBITRATION CLAUSE BECOMES NOT APPLICABLE, THEN EACH PARTY, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY IRREVOCABLY WAIVES
ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING HERETO IN ANY
ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.
Any controversy, claim or dispute arising out of or relating to this
Agreement, shall be settled by binding arbitration in Pflugerville TX
at the companys primary place of business located at
17801 Richelle Cv, Pflugrvile TX, 78660 (also known as Charles house).
All such controversies, claims or disputes shall be settled in this manner
in lieu of any action at law or equity.
The following rights are irrevocably waived now and forever more:
* rights to sue in all possible venues
* trial by Judge
* trial by Judge/Jury
* trial by any other form either previously used, currently in use, or used in the future
* public or private disclosure of any Member conflict with the Company
Such arbitration shall be conducted in accordance with the then prevailing
commercial arbitration rules of American Arbitration Association
("**AAA**"), with the following exceptions if in conflict:
* one arbitrator shall be chosen by the AAA (the "**Arbitrator**");
* each party to the arbitration will pay its pro rata share of
the expenses and fees of the arbitrator, together with other expenses of the arbitration
incurred or approved by the Arbitrator;
* arbitration may proceed in the absence of any party if written notice (pursuant to the
Arbitrator's rules and regulations) of the proceeding has been given to
such party.
* The parties agree to abide soley by all decisions and awards rendered in such proceedings.
* Such decisions and awards rendered by the arbitrator shall be final and conclusive.
* The Arbitrator shall not have the right to award punitive damages or
speculative damages to either party and shall not have the power to
amend this Agreement.
## Ownership of Property and No Right of Partition
* A Member's interest in the Company shall be personal property for all purposes.
* No Member shall have any right to partition the property owned by the Company.
* The Membership Interest:
**IS NOT**
and
**SHALL NOT**
be considered community property at any time (including but not limited to):
* before the execution of this Agreement
* after this Agreement is executed
* while the Agreement is in effect
* after the Agreement is no longer in effect due to resignation or expulsion
* By signing this agreement, Member hereby agrees that:
* any and all rights
* any and all interests
under this agreement (and applicable law incorporated by reference) are hereby:
* suspended
* revoked
* rendered null and void now and forever more.
for any
* spouse
* significant other
* domestic partner
* any future lawful definition of a similar type of close/constant party
## Involvement of Members in Certain Proceedings
Should any Member become involved in legal proceedings unrelated to the
Company's business in which the Company is required to provide books, records, an
accounting, or other information, then such Member :
* shall indemnify the Company from all expenses incurred in conjunction therewith.
* Member agrees that this involvement in such a proceeding may be considered a:
* material breach of contract
* violation of Duty Of Care
* violation of Fidicuary Duty
and agrees that the Member may face immediate expulsion for exposing the Company
in such an irresonsible manner.
## No Third-Party Enforcement
Only the parties to this agreement may enforce rights under this agreement.
## Waiver
No consent or waiver, express or implied, by any Member of
any breach or default by any other Member in the performance by the
other Member of its obligations hereunder shall be deemed or construed
to be a consent or waiver to or of any other breach or default in the
performance by such other Member of the same or any other obligation
hereunder. Failure on the part of any Member to complain of any act or
to declare any other Member in default, irrespective of how long such
failure continues, shall not constitute a waiver of rights hereunder.
## Severability
If any provision of this Agreement or the application
thereof to any Person or circumstances shall be judged by
any court of competent jurisdiction to be unenforceable or invalid,
to any extent, and such invalidity or unenforceability does not destroy
the basis of the bargain between the parties, then the remainder of this
Agreement and the application of such provisions to other Persons or
circumstances shall not be affected thereby and shall be enforced to the
greatest extent permitted by law.
## Legal Relationship
The parties to this agreement remain independent parties. This agreement does not create any partnership, joint venture, agency,
or similar relationship between the parties.
## No Assignment or Delegation
* No party may assign any right or delegate any obligation under this agreement
* This Agreement is not assignable or transferable by Member
* Any attempt to assign or delegate will have no legal effect.
* No failure to exercise, and no delay in exercising, on the part of either party, any privilege,
any power or any rights hereunder will operate as a waiver thereof, nor will any single or
partial exercise of any right or power hereunder preclude further exercise of any other right
hereunder.
## Governing Law
This Agreement and the obligations of the Members
hereunder shall be construed and enforced in accordance with the laws of
the State of Texas, excluding any conflicts of law rule or principle
which might refer such construction to the laws of another state or
country.
## Signature
An electronically signed copy of this agreement delivered by e-mail or other electronic
means has the same legal effect as delivering a printed and signed original.
## Notices
* The parties shall send every notice, demand, consent, request, or other communication
required or allowed by this agreement by e-mail to the e-mail address the other party provided
with their signature
* All notices given in accordance with this Agreement shall be effective upon delivery
at the e-mail address of the addressee.
* By giving written notice thereof, each Member shall have the right from time to time to
change its address pursuant hereto.
## No Agreement to Employ
Nothing in this Agreement shall affect any right that Participant may have to be employed or to maintain employment or a similar relationship (if applicable) with the Company or with any affiliated entity.
## Captions, References
Pronouns wherever used herein, and of
whatever gender, shall include natural persons and corporations and
associations of every kind and character, and the singular shall include
the plural wherever and as often as may be appropriate. Article and
section headings are for convenience of reference and shall not affect
the construction or interpretation of this Agreement. Whenever the terms
"hereof," "hereby," "herein," or words of similar import are used in
this Agreement they shall be construed as referring to this Agreement in
its entirety rather than to a particular section or provision, unless
the context specifically indicates to the contrary. Any reference to a
particular "Article" or a "Section" shall be construed as referring to
the indicated article or section of this Agreement unless the context
indicates to the contrary.
## Place of Business and Office; Resident Agent
The address of the registered agent of the Company for service of process on the
Company in the State of Texas (and also the Company primary office)
is located at: 17801 Richelle Cv , Pflugerville TX, 78660
## Term
The term of the Company shall commence upon the filing of the
Certificate of Formation with the Texas Secretary of State and shall
have perpetual existence unless it shall be dissolved and its affairs
shall have been wound up as provided in Section Dissolution and Winding Up of Business.
## Qualification in Other Jurisdictions.
The Company may register in any other jurisdiction upon the approval of the Board Of Directors.
## No State Law Partnership.
The Company shall not be a partnership or
joint venturer under any state or federal law, and no Member or Director
shall be a partner or joint venture of any other Member or Director for
any purposes; other than under the Code or other applicable tax laws,
and this Agreement may not be construed otherwise.
## General Restrictions on Dispositions of Membership Interests
A Member may not make an assignment, transfer or
other disposition (voluntarily, involuntarily or by operation of law) (a
"**Transfer**") of all or any portion of his or her Membership Interest,
nor pledge, mortgage, hypothecate, grant a security interest in, or
otherwise encumber (an "**Encumbrance**") all or any portion of its
Membership Interest,
Any attempted Transfer of all or any portion of a Membership Interest,
shall be void and result in the immediate (no vote required) expulsion
of the Member and forefiture of Member interest.

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#Profit Interests
## Prohibition on Transfer of Profits Interest Units
The Profits Interest Units acquired pursuant to this Agreement may not be transferred,
sold, pledged, hypothecated or otherwise disposed of, voluntarily or involuntarily, by
operation of law or otherwise,
## Investment Representations
Participant acknowledges that he or she is aware that the Profits Interest Units issued
to him by the Company pursuant to this Agreement have not been registered under the
Securities Act of 1933, as amended (the “Securities Act”), on the basis of certain exemptions
from such registration requirement. In this connection,
## Section 83(b) Election.
Participant shall execute and deliver to the Company with this executed Agreement,
a copy of the Acknowledgment and Statement of Decision Regarding Election Pursuant
to Section 83(b) of the Internal Revenue Code (the “Acknowledgment”) substantially in
the form attached hereto.
Participant shall execute and submit with the Acknowledgment a copy of the Election Pursuant
to Section 83(b) of the Internal Revenue Code, substantially in the form attached hereto
if Participant has indicated in the Acknowledgment his or her decision to make such an election.
Participant represents that Participant is not relying on the Company with respect to
such decision and has consulted any tax consultant(s) that Participant deems advisable in
connection with the filing of an election under Section 83(b) of the Code and
similar tax provisions.
Participant acknowledges that it is Participant’s sole responsibility and not the Company’s to
timely file an election under Section 83(b) of the Code, even if Participant requests that the
Company or any representative of the Company make such filing on Participant’s behalf.
Participant should consult his or her tax advisor to determine if there is a comparable election
to file in the state of his or her residence and whether such filing is desirable under the
circumstances.
## Taxes
The Company and Party intend that (i) the Profits Interest Units be treated as “profits interests” within the meaning of the Code, Treasury Regulations promulgated thereunder, and any published guidance by the Internal Revenue Service with respect thereto, including, without limitation, Internal Revenue Service Revenue Procedure 93-27, as clarified by Internal Revenue Service Revenue Procedure 2001-43, (ii) the issuance of such interests not be a taxable event to the Company or Participant as provided in such Revenue Procedure, and (iii) the Agreement be interpreted consistently with such intent.
In furtherance of such intent, effective immediately prior to the issuance of the Profits Interest Units, the Company will cause the Gross Asset Value (as defined in the Agreement) of all Company assets to be adjusted to equal their respective gross fair market values, and make the resulting adjustments to the Capital Accounts of the Members, in each case as set forth in the Agreement.
The Company may withhold from Participant’s wages, or require Participant to pay to the Company, any applicable withholding or employment taxes resulting from the issuance of the Profits Interest Units hereunder, from the vesting or lapse of any restrictions imposed on the Profits Interest Units, or from the ownership or disposition of the Profits Interest Units.
## Code Section 409A
The Profits Interest Units are not intended to constitute or provide for “nonqualified deferred compensation” within the meaning of Section 409A of the Code (“Section 409A”), and, provided that Section 409A of the Code, Treasury Regulations and related Department of Treasury guidance do not require otherwise, the Company shall not treat the Profits Interest Units as nonqualified deferred compensation. However, notwithstanding any other provision of this Agreement, if at any time the Board Of Directors determine that the Profits Interest Units may be subject to Section 409A, the Board Of Directors
shall have the right, in their sole discretion, to adopt such amendments to this Agreement or take such other actions (including amendments and actions with retroactive effect) as the Board Of Directors determine are necessary or appropriate for the
Profits Interest Units to be exempt from the application of Section 409A or to comply with the requirements of Section 409A; provided, however, if such action would diminish the value of the Profits Interest Units, such action may not be taken without Members written consent.
## ACKNOWLEDGMENT AND STATEMENT OF DECISION REGARDING ELECTION PURSUANT TO SECTION 83(b) OF THE INTERNAL REVENUE CODE
The undersigned, a Member of the “Company” and holder of Profits Interest
in the Company designated as “Profits Interest Units” (the “Award”) of the Company,
hereby states, as of the date of issuance of the Award, as follows:
1. The undersigned acknowledges receipt of a copy of the Agreement. The undersigned has carefully reviewed the Agreement.
2. The undersigned either [check as applicable]:
____ (a) has consulted, and has been fully advised by, the undersigned’s own tax advisor, __________________________________________, whose business address is ________________________________, regarding the federal, state and local tax consequences of being issued the Award under the Agreement, and particularly regarding the advisability of making elections pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), and pursuant to the corresponding provisions, if any, of applicable state laws; or
____ (b) has knowingly chosen not to consult such tax advisor.
3. The undersigned hereby states that the undersigned either [check as applicable]:
_____ (a) has decided to make an election pursuant to Section 83(b) of the Code and is submitting to the Company, together with the undersigned’s executed Agreement, a copy of an executed election form which is attached to the Agreement; or
____ (b) has knowingly chosen not to make an election pursuant to Section 83(b) of the Code.
4. Neither the Company nor any subsidiary or representative of the Company has made any warranty or representation to the undersigned with respect to the tax consequences of the issuance of the Award to the undersigned pursuant to the Agreement or of the making or failure to make an election pursuant to Section 83(b) of the Code or corresponding provisions, if any, of applicable state law.
5. The undersigned is also submitting to the Company, together with the Agreement, a copy of an executed election form, if an election is made, of the undersigned pursuant to provisions of state law corresponding to Section 83(b) of the Code, if any, which are applicable to the issuance of the Award to the undersigned pursuant to the Agreement.
ELECTION PURSUANT TO SECTION 83(b) OF THE INTERNAL REVENUE CODE TO INCLUDE IN GROSS
INCOME THE EXCESS OVER THE PURCHASE PRICE, IF ANY, OF THE VALUE OF PROPERTY TRANSFERRED
IN CONNECTION WITH SERVICES
The undersigned hereby elects pursuant to Section 83(b) of the Internal Revenue Code of 1986, as amended, to include in the undersigned’s gross income for the taxable year the excess (if any) of the fair market value of the property described below, over the amount the undersigned paid for such property, if any, and supplies herewith the following information in accordance with the Treasury regulations promulgated under Section 83(b):
1. The undersigned’s name, address and taxpayer identification (social security) number are:
Name:
Address:
TIN:
2. The property with respect to which the election is made consists of
[•] Units in the Company designated as “Profits Interest Units” (the “Award”) of the Company representing an interest in the future profits, losses and distributions of the Company.
3. The date on which the above property was transferred to the undersigned was [•], and the taxable year to which this election relates is [•].
4. The above property is subject to the following restrictions:
(a) forfeiture and/or a right of repurchase by the Company if the undersigned ceases
to be an employee of, or consultant or service provider to, the Company under certain circumstances pursuant to the LLC Agreement of the Company, as amended from time to time (the “LLC Agreement”), and
(b) certain other restrictions pursuant to the LLC Agreement should the undersigned wish to transfer the Award (in whole or in part).
5. The fair market value of the above property at the time of transfer (determined without regard to any restrictions other than those which by their terms will never lapse) is $0.
6. The amount paid for the above property by the undersigned was $0.
7. A copy of this election has been furnished to the Company, and the original will be filed with the income tax return of the undersigned to which this election relates.