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# Accounts and Records
## Records and Accounting; Reports; Fiscal Affairs
Proper and complete records and books of accounting of the business of the Company,
including a list of names, addresses and interests of all Members, shall
be maintained under the direction of the Board Of Directors at the
Company's principal place of business. Each Member or his or her duly
authorized representative may examine the books of account of the
Company records, reports and other papers regarding the business and
financial condition of the Company, make copies and extracts therefrom
at such Member's expense, and discuss the affairs, finances and accounts
of the Company with independent public accountants of the Company, all
at such reasonable times and as often as may be reasonably requested.
The books and records of the Company shall be kept on a cash basis in
accordance with generally accepted accounting principles applied on a
consistent basis, and in all events shall conform with Generally
Accepted Accounting Policies and Procedures.
## Fiscal Year End
The fiscal year end of the Company shall be December 31.
## Keeper of the Books
At all times during the term of existence of
the Company, and beyond that term if deemed by Board Of Directors to be
necessary, the CFO shall keep or cause to be kept the books of accounts
referred to in this section and the following:
* A current list of the full name and last known business or
residence address of each Member and Director, together with the
Capital Contribution and the share in Profits and Losses of each Member;
* A copy of the Certificate of Formation, as amended;
* Executed counterparts of this Agreement, as amended;
* Executed Supplements and Consents, if any;
* Any powers of attorney under which the Company takes action;
* Copies of the Company's federal, state, and local income tax or
information returns and reports, if any, for the six (6) most recent
taxable years;
* Financial statements of the Company for the six (6) most recent
fiscal years; and
* All Company records as they relate to the Company's internal
affairs for the current and past four (4) fiscal years.
## Member Examination of Records
Each Member, at its expense and under
the circumstance and conditions set forth in the BOC, may at all
reasonable times during usual business hours, audit, examine and make
copies of account records, files and bank statements of the Company.
Such right may be exercised by any Member or by its designated agents or employees.
## Bank Accounts
All funds of the Company shall be deposited in one or
more accounts with one or more recognized financial institutions in the
name of the Company, at such locations as shall be determined by the
Board Of Directors and CFO. Withdrawal from such accounts shall require
the signature of such Person or Persons as the Board Of Directors and
Members jointly designate.
## Members' Tax Requirements
Within fifteen (15) days after the end of
each taxable year, the Company shall forward to each Member all
information necessary for the Members to complete their federal and
state income tax or information returns, and a copy of the Company's
federal, state, and local income tax or information returns for such
year.
## Membership Records
The
* name
* e-mail address
* Capital Contributions
* Percentage Interest
of each of the Members is set forth in Supplement 4.

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# Creation of Additional Membership Interests
Additional Membership Interests may be created and issued to existing or new
Members or Persons, and such other Persons may be admitted to
the Company as Members in one or more classes, with the unanimous written
conset of the Board Of Directors, and all Company Members on such terms and
conditions as the Board Of Directors and Company Members may approve at
the time of admission.
The creation of new Membership Interests, the
admission of any new Members, or the creation of any new class or group
of Members in accordance with this Agreement may
* (i) result in the dilution of the Sharing Ratios of existing Members
* (ii) be reflected as an amendment to this Agreement or a Supplement which shall
be valid if executed by the entirety of the Board Of Directors, all existing
Company Members and the new Member.

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# Capital Contributions and Finance
## Capital Contribution
No Member shall have any obligation to make any Capital Contribution.
Company members, in their sole and absolute discretion, may at any time elect
to fund or not fund further Capital Contributions with respect to the
Company or any Investment, Investment Entity, without any
liability whatsoever to the Company or any Member, even if such failure
to contribute results in the loss of any opportunity or the forfeiture
of any Investment or interest in any Investment Entity, or results in
any other penalty or liability.
## Return of Contributions
Except as expressly provided herein, no
Member shall be entitled to the return of any part of its Capital
Contributions, to be paid interest in respect of either its Capital
Account or any Capital Contribution made by it or paid for the fair
market value of its Membership Interest upon withdrawal or otherwise.
Unrepaid Capital Contributions shall not be a liability of the Company,
or of any Member.
No Member shall be required to contribute or lend any cash or property
to the Company to enable the Company to return any Member's Capital Contributions.
## Member Guaranties
No Member shall undertake to guarantee or otherwise become liable for any obligation
of the Company, or any Investment Entity.
## Investments
Investments. All Investments by the Company shall be made on such
terms and conditions as the Board Of Directors and Members may determine.

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# Closing
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby,
has duly executed this
* Company NDA
* Company IP Assignment
* Company Operating Agreement
# Signature Page
The parties sign this Agreement on the date below by their electronic signatures.

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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 OR RECEIVER 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 OR BENCH TRIAL 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
<>
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 and that the Company may pursue the Member for any
and all remedies under law.
## 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: <>
## 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 and the right of the Company
to pursue the Member for any and all remedies under law.

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# Introduction
In order to form a limited liability company pursuant to and in
accordance with the Texas Business Organization Code (BOC), as amended
from time to time, the Members hereby agree as follows:
# Company Name
The name of the limited liability company formed hereby shall be:
<company name LLC>
# Company Purpose
The Company shall have the power (whether conducted
directly or indirectly through any type of Investment in any type of
Person) to engage in the following activities:
* acquiring
* owning
* holding
* maintaining
* improving
* developing
* operating
* managing
* leasing
* selling
* exchanging
* the financing of any of the foregoing activities
* and otherwise dealing with
All things related to <Company name LLC>

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# Definitions
The following terms as used in this Agreement shall be defined as follows:
## "**Certificate of Formation**"
means the document filed with the Texas Secretary of State required to form a
limited liability company in Texas.
## "**Person**"
whether capitalized or not, means any individual, sole
proprietorship, joint venture, partnership, corporation, company, firm,
bank, association, cooperative, trust, estate, government, governmental
agency, regulatory authority, or other entity of any nature.
## "**Company**"
means the organization defined in Section Company Name
## "**Membership Interest**" or "**Beneficial Interest**"
means a Person\'s right to share in the income, gains, losses, deductions,
credit or similar items of, and to receive distributions from, the
Company, but does not include any other rights of a Member,
including the right to vote or to participate in management.
## "**Member**"
means a Person who acquires a Membership Interest in the Company,
as permitted under this Agreement, and who remains a Member of the Company.
## "**Assignee**"
means a Person who has acquired a Member's Membership
Interest in the Company , through a Transfer in accordance with the
terms of this Agreement.
## "**Board Of Directors**"
means the collective group of persons hereafter designated as Board Of Directors in
accordance with this Agreement.
## "**Director**"
means any natural person elected to the Board Of Directors
in accordance with this Agreement unti such time they are removed from the
Board Of Directors in accordance with this Agreement.
## "**Indepdent Directors**"
A natural person, that the Members and Board Of Directors has determined
has 'no material relationship' with the Company, either directly or as a
partner, shareholder or officer of an organization that has a relationship
with the company.
## "**Accounting Policies and Procedures**"
means the policies and procedures adapted from time to time by the Board Of Directors for
preparation of the Company financial statement, financial projects and
other accounting reports.
## "**Adverse Consequences**"
means all actions, suits, proceedings,
hearings, investigations, charges, complaints, demands, injunctions,
judgments, orders, decrees, rulings, damages, dues, penalties, fines,
costs, amounts paid in settlement, liabilities, obligations, liens,
losses, expenses, and fees, including court costs and reasonable
attorney's fees and expenses.
## "**Affiliate**"
means, with respect to a Person, another Person,
directly or indirectly, through one or more intermediaries, controlling,
controlled by, or under common control with the Person in question. The
term "control" shall mean the possession, directly or indirectly, of the
power to direct or cause the direction of the management or policies of
the controlled Person.
## "**Assigning Member**"
means a Member who by means of a Transfer
has transferred his or her Membership Interest in the Company to an
Assignee.
## "**Business Day**"
means any day other than Saturday, Sunday or
other day on which commercial banks in Texas are authorized or required
to be closed under the laws of the state of Texas.
## "**Capital Account**"
means, as to any Member, a separate account maintained and adjusted in accordance
with Section "Distributions To Members".
## "**Capital Contribution**"
means, with respect to any Member, the
amount of money, the forgiveness of any debt, the Fair Market Value of
any services or property (other than money) contributed to the Company
(net of liabilities secured by such contributed property that the
Company is considered to assume or take "subject to" under IRC Section
752) in consideration of a Percentage Interest held by such Member.
Under no conditions shall a Capital Contribution be deemed a loan.
## "**Code"** or "**The Code**" or "**IRC**"
means the Internal Revenue Code of 1986, as amended, and any successor provision.
## "**Company Property**"
means all assets, real, personal and other,
owned by the Company, whether or not contributed to the Company by a
Member.
## "**Encumbrance**"
means, with respect to any Membership Interest,
or any element thereof, a mortgage, pledge, security interest, lien,
proxy coupled with an interest (other than as contemplated in this
Agreement), option, or preferential right to purchase.
## "**Encumber**"
means the act of creating or purporting to create an
Encumbrance, whether or not perfected under applicable law.
## "**Fair Market Value**" or "**FMV**"
means, with respect to any
item Company Property, the item\'s adjusted basis for federal income tax
purposes, except as follows:
A. The Fair Market Value of any property contributed by a Member to the
Company shall be the value of such property, as mutually agreed by the
contributing Member and the Company Members; and
B. The Fair Market Value of any item of Company Property distributed
to any Member shall be the value of such item of property on the date of
distribution, as mutually agreed by the receiving Member and the Company.
## "**Family**"
means, with respect to a specified individual, such
individual's lineal or adopted descendants, his or her parents, spouse,
domestic partner, significant other, siblings, and lineal or adopted
descendants of any thereof, and any family limited partnership, trust or
other fiduciary or other entity solely for the benefit of (x) such
individual, (y) such individual's lineal or adopted descendants or (z)
such individual's parents, spouse, domestic partner, significant other,
siblings or lineal or adopted descendants of any thereof.
## "**Fiscal Year**"
shall be from January 1 of each year until or unless changed by a Majority Vote of the Members.
## "**Investment Entity**"
means any Person in which the Company has an Investment.
## "**Involuntary Transfer**"
means, with respect to any Membership
Interest, or any element thereof, any Transfer or Encumbrance, whether
by operation of law, pursuant to court order, foreclosure of a security
interest, execution of a judgment or other legal process, or otherwise,
including a purported transfer to or from a trustee in bankruptcy,
receiver, or assignee for the benefit of creditors.
## "**Member Percentage Interest"**
means the percentage set forth in the Company agreement.
## "**Profits and Losses**"
means, for each fiscal year or other
period specified in this Agreement, an amount equal to the Company\'s
taxable income or loss for such year or period, determined in accordance
with Section 703 (a) of the Code.
## "**Reserve Amount**"
means the amount from time to time established
by the Board Of Directors as a reserve to meet the reasonably
anticipated working capital needs of the Company.
## "**Selling Member**"
means a Member desires to sell any of his or her Membership Interests.
## "**Sharing Ratios**"
means the percentages in which Members participate in and bear, certain items.
## "**Substituted Member**"
means a Transferee, other than an existing Member, of the Membership Interest
who may be admitted as a Member with respect to such Membership Interest.
## "**Successor in Interest**"
means an Assignee, a successor of a
Person by merger or otherwise by operation of law, or a transferee of
all or substantially all of the business or assets of a Person.
## "**Cause**"
means (A) a finding by a court or other government body
or a plea or similar agreement admitting that an act or omission
constitutes a felony under the laws of the United States or the state of
Texas, or a violation of the securities law of any United States
governmental or self-regulatory body, (B) a material and/or fiduciary
breach of this agreement, or (C) fraudulent behavior.
## "**Adjusted Capital Account**"
means, with respect to a Member,
such Member's Capital Account as of the end of each fiscal year, as the
same is specially computed to reflect the adjustments required or
permitted to be taken into account in applying Regulations Section
1.704-1(b)(2)(ii)*(d)* (including adjustments for Partnership Minimum
Gain and Partner Nonrecourse Debt Minimum Gain).
## "**Code**"
means the Internal Revenue Code of 1986, as amended
from time to time, and any corresponding provisions of succeeding law.
## "**Depreciation**"
means, for each taxable year or other period,
an amount equal to the depreciation, amortization or other cost recovery
deduction allowable with respect to an asset for the year or other
period, except that if the Gross Asset Value of an asset differs from
its adjusted basis for federal income tax purposes at the beginning of
the year or other period, Depreciation will be an amount which bears the
same ratio to the beginning Gross Asset Value as the federal income tax
depreciation, amortization or other cost recovery deduction for the year
or other period bears to the beginning adjusted tax basis, provided that
if the federal income tax depreciation, amortization, or other cost
recovery deduction for the year or other period is zero, Depreciation
will be determined with reference to the beginning Gross Asset Value
using any reasonable method selected by the Board Of Directors.
## "**Partner Nonrecourse Debt**"
has the meaning assigned to it in
Regulations Sections 1.704-2(b)(4) and 1.752-2.
## "**Partner Nonrecourse Debt Minimum Gain**"
has the meaning assigned to it in Regulations Section 1.704-2(i)(3).
## "**Partner Nonrecourse Deductions**"
has the meaning assigned to it in Regulations Section 1.704-2(i)(2).
## "**Partnership Minimum Gain**"
has the meaning assigned to it in Regulations Section 1.704-2(d).
## "**Profits**" and "**Losses**"
mean, for each taxable year or
other period, an amount equal to the Company's taxable income or loss
for the year or other period determined in
accordance with Section 703(a) of the Code (including all items of
income, gain, loss or deduction required to be stated separately under
Section 703(a)(1) of the Code), with the following adjustments:
* Any income that is exempt from federal income tax and not
otherwise taken into account in computing Profits or Losses will be
added to taxable income or loss;
* Any expenditures described in Code Section 705(a)(2)(B) or treated
as Section 705(a)(2)(B) expenditures under Regulations Section
1.704-1(b)(2)(iv)*(i)*, and not otherwise taken into account in
computing Profits or Losses, will be subtracted from taxable income or
loss;
* Gain or loss resulting from any disposition of property with respect
to which gain or loss is recognized for federal income tax purposes will
be computed by reference to the Gross Asset Value of the property,
notwithstanding that the adjusted tax basis of the property differs from
its Gross Asset Value;
* In lieu of depreciation, amortization and other cost recovery
deductions taken into account in computing taxable income or loss, there
will be taken into account Depreciation for the taxable year or other
period;
## "**Regulations**"
means the regulations promulgated by the United
States Department of the Treasury pursuant to and in respect of
provisions of the Code. All references herein to sections of the
Regulations shall include any corresponding provisions of succeeding,
similar, substitute proposed or final Regulations.

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# Withdrawal, Dissolution, Liquidation and Termination
## Dissolution, Liquidation, and Termination Generally
The Company shall be dissolved upon the first to occur of any of
the following:
* The sale or disposition of all assets of the Company and the receipt, in cash, of
all consideration therefor, and the determination of the Board Of Directors and all
Members not to continue the business of the Company directly or through an Investment
Entity.
* The occurrence of any event which, as a matter of law, requires that the
Company be dissolved.
## Liquidation and Termination
Upon dissolution of the Company such Person as the Board Of Directors
may designate shall act as liquidator. The liquidator shall
proceed diligently to wind up the
affairs of the applicable Company and make final distributions
as provided herein. The costs of liquidation shall be a Company
expense, as applicable. Until final distribution, the liquidator
shall continue to operate the Company with all of the power
and authority of the Board Of Directors, as applicable
hereunder. The steps to be accomplished by the liquidator are as
follows:
* as promptly as possible after dissolution and again after final
liquidation, the liquidator shall cause a proper accounting to be made
by a firm of certified public liquidator, which shall cause a proper
accounting to be made by a firm of certified public accountants
acceptable to the Board Of Directors of the Company's
assets, liabilities, and operations through the last day of the
calendar month in which the dissolution shall occur or the final
liquidation shall be completed, as applicable
* the liquidator shall cause the Company to
satisfy all of the debts and liabilities of the Company and
(whether by payment or the making of reasonable provision for payment
thereof)
* all remaining assets of the Company shall be distributed
to the Members as follows:
* (a) the liquidator may sell any or all applicable Company
property and the sum of:
* (b) any resulting gain or loss from each sale plus
* (c) the fair market value of such property that has not been sold
shall be determined and (notwithstanding the provisions of Section
Capital Accounts income, gain, loss, and deduction inherent in such
property (that has not been reflected in the Capital Accounts
previously) shall be allocated among the Members to the extent possible
to cause the Capital Account balance of each Member to equal the amount
distributable to such Member under this Section.
* Company property as applicable shall be distributed to
the Members as provided in Section "Distributions to Members".
## Cancellation of Certificate.
In the case of the dissolution,
liquidation and termination of the Company, on completion of the
distribution of Company assets, the Board Of Directors (or such other
Person as the BOC may require or permit) shall file a Certificate of
Cancellation with the Secretary of State of Texas, cancel any other
filings made pursuant to Section "Qualification in Other Jurisdictions".
and take such other actions as may be necessary to
terminate the existence of the Company. In the case of the dissolution,
liquidation and termination of the Company, the CEO shall file such
certificates as may be required by the BOC or other law in respect
thereof.

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# Distributions to Members
## Distributions in General
From time to time, but not less often than
monthly, the CEO and CFO shall determine (i) the amount, if any, by
which the Company's funds then on hand exceed the Reserve Amount (such
excess being referred to herein as "**Excess Funds**").
If the CEO and CFO determines that there are
Excess Funds subject to distribution but that additional Capital Contributions
will be required for future Company needs within the next two
(2) calendar month period, then the CEO and CFO may elect to not make
a distribution of such Excess Funds.
Not later than the 15th day of each calendar month, the Excess Funds derived
from the business shall be distributed to the Company Members in accordance with
their Sharing Ratios.
## Withholding
The Company may withhold distributions or portions
thereof if it is required to do so by any applicable rule, regulation,
or law, and each Member hereby authorizes the Company to withhold from
or pay on behalf of or with respect to such Member any amount of
federal, state, local or foreign taxes that the Board Of Directors, CEO
and CFO reasonably determines that the Company is required to withhold
or pay with respect to any amount distributable or allocatable to such
Member pursuant to this Agreement. Any amounts so paid or withheld with
respect to a Member pursuant to this Section shall be treated as having
been distributed to such Member and shall reduce any amounts otherwise
distributable to such Member (either currently or in the future)
pursuant to Section "Distributions to Members" or Section
"Withdrawl, Dissolution, Liquidation and Termination".
The Company desires to issue Units in respect of the Company designated as
“Profits Interest Units” to Participant in connection with Participant’s performance
of services to or for the benefit of the Company.

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# Duty of care
Each Member shall discharge their duties in a good and proper manner
as provided for in this Agreement. Each Member, on behalf of the
Company shall enforce agreements entered into
by the Company and conduct or cause to be
conducted the ordinary business and affairs of the Company in
accordance with good industry practice and the provisions of this
Agreement.

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# Indemnification; Reimbursement of Expenses; Insurance
To the fullest extent permitted by law, and subject to the limitations set
forth in this Section, and with, in each case, the Board Of Directors
prior approval:
* the Company may (at the Members sole discretion) indemnify each Director
or Member for any Adverse Consequences
that a Director or Member may suffer including, but not limited to, any
Director, or Member who, is to be made a party to any pending or
completed action, suit or proceeding ("**Proceeding**"), any appeal
therein, or any inquiry or investigation preliminary thereto, solely by
reason of the fact that he or she is or was a Director, Member and was
acting within scope of duties or under the authority of the Company and
was not in breach of agreements or violating fiduciary responsibility
as determned by the Members;
* the Company may (at the Members sole discretion) pay a Director or Member for expenses
incurred by him or her:
(1) in advance of any deposition of a Proceeding to which such Director or Member is a party, and
(2) in connection with his or her appearance as a witness or other participation in any
Proceeding.
Such indemnification may also include counsel fees.
The Company may indemnify and advance expenses to an employee or agent of the Company to
the same extent and subject to the same conditions under which it may
indemnify and advance expenses to the Director or Members under the
preceding sentence.
The provisions of this Section shall not be exclusive of any other right
under any law, provision of the Certificate or this Agreement, or otherwise.
Notwithstanding the foregoing, this indemnity shall not apply to actions constituting :
* gross negligence
* simple negligence
* willful misconduct
* bad faith
* involving a material or fiduciary breach of this Agreement or the duties set forth herein,
* any other reason in the Members and/or Board Of Directors discretion
which reason, in the Board Of Directors or Members reasonable opinion, causes a substantial
loss to the Company.
## Option to Purchase Insurance
The Company may purchase and maintain insurance to protect itself and any
Director, Member, employee or agent of the Company, whether or not the
Company would have the power to indemnify such Person under this Section.
## Limits of Coverage
This indemnification obligation shall be limited to $1,000.00 and no Member
shall be required to make a Capital Contribution in respect thereof.

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# Company IP Assignment
## Assignment of Intellectual Property
Member hereby assigns to Company exclusively and throughout the world and universe all right,
title and interest (whether or not now existing) in
* (a) work done for the Company
* (b) all precursors, portions and works in progress with respect thereto
* (c) and all inventions, works of authorship, mask works, technology, information,
know-how, materials and tools relating thereto or to the development,
support or maintenance thereof
(d) all copyrights, patent rights, trade secret rights, trademark rights,
mask works rights, sui generis, database rights and all other intellectual and
industrial property rights of any sort
(e) all business, contract rights, causes of action, and goodwill in,
incorporated or embodied in, used to develop, or related to any of the
foregoing (collectively, “Intellectual Property”).
To the extent allowed by applicable law, this Section includes all
rights of paternity (for example, including but not limited to the right
to be identified as author), integrity, disclosure and withdrawal and
any other rights that may be known as or referred to as moral rights,
artist’s rights, droit moral or the like (collectively, “Moral Rights”).
To the extent Member retains any Moral Rights under applicable law,
Member hereby ratifies and consents, and hereby provides all necessary
ratifications and consents, to any action that may be taken with respect
to such Moral Rights by or authorized by Company,
and Member agrees not to assert any Moral Rights with respect thereto.
The foregoing applies to the subject matter enumerated in Exhibit A.
Member will confirm any such ratification, consent or agreement from
time to time as requested by Company.
## Consideration
Company agrees to distribute to Member certain percentage of profit of the Company
on an ongoing basis, pursuant to the provisions of this Agreement between Company
and Member.
Such distributions shall be the only consideration required of Company
with respect to the subject matter of this Agreement.
## Further Assurances
Member agrees to assist Company in every proper way to evidence, record
and perfect the Section (Assignment Of Intellectual Property)
and to apply for and obtain recording of
and from time to time enforce, maintain and defend the assigned rights.
If Company is unable for any reason whatsoever to secure Members
signature to any document it is entitled to under this Section,
Member hereby irrevocably designates and appoints Company and
its duly authorized officers and agents, as his agents and
attorneys-in-fact with full power of substitution to act for
and on his behalf and instead of Member, only to execute and
file any such document or documents and to do all other lawfully
permitted acts to further the purposes of the foregoing with the
same legal force and effect as if executed by Member.
## Restrictions Of Use re Confidential Information and Intellectual Property of Third Parties
Member will not use, assign, disclose to the Company any technical or business information
or plans of Third Parties , except to the extent Member
can document that it is generally available (through no fault of Member)
for use and disclosure by the public without any charge license or restriction,
such as public domain or approved OSI licensed or CC licensed code/documenation,
Member recognizes and agrees that any breach or threatened breach of this
Section will cause irreparable harm to Company for which damages would
not be an adequate remedy, and, therefore, Company will be entitled to equitable relief
(including without limitation, injunctions) with respect thereto in addition to any
other civil or criminal remedies.
## Warranty
Member represents and warrants to Company that Member
* (a) was the sole owner (other than Company) of all rights, title and interest
in and to the Technology and Intellectual Property,
* (b) has not assigned, transferred, licensed, pledged or otherwise encumbered any
Technology or Intellectual Property or agreed to do so,
* (c) has full power and authority to enter into this Agreement and to make the
assignment provided in Section (Assignment Of Intellectual Property),
* (d) is not aware of any violation, infringement or misappropriation of any
third party’s rights (or any claim thereof) by the Technology or Intellectual Property,
* (e) was not acting within the scope of employment by any third party when conceiving,
creating or otherwise performing any activity with respect to anything
purportedly assigned in Section (Assignment Of Intellectual Property)
* (f) is not aware of any questions or challenges with respect to the patentability
or validity of any claims of any existing patents or patent applications
relating to the Intellectual Property.

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# Liability to Third Parties
No Member or Director, solely by reason of being a
member or Director, shall be liable for the debts, obligations, or liabilities of
the Company.

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# Management of the Company
## Member authority
Company Members shall be fully empowered and authorized to
implement the terms and provisions of the Board Of Directors approved
Business Plan and Annual Budget on behalf of the Company, subject to the
limitations set forth in Section "Major Decisions".
The Company may rely upon any action taken or document executed by the
any Officer without duty of further inquiry and may assume that such
Officer has the requisite power and authority to take the action or
execute the document in question.
## Major Decisions
* causing the Company to enter into any agreement which
would subject the Company or its assets to any recourse
liability for borrowings, or for capital contributions to any Person;
* causing the Company to grant any interests in the
assets, profit, and income of the Company;
* causing a dissolution of the Company;
* regarding the Company assets, any sale, transfer, exchange,
mortgage, financing, hypothecation or encumbrance of all or any part
thereof, or any modification of the terms of the foregoing;
* regarding the Company financial affairs, (A)
determination of major accounting policies including selection of
accounting methods and making various decisions regarding treatment and
allocation of transactions for federal and state income, franchise or
other tax purposes (B) determination of the terms and conditions of all
borrowings of the Company and the identity of the lender
thereof (or (i) applicable Budget therefor;
* regarding the Company operations, approval of insurance coverages,
the underwriters thereof and claims related thereto, the settlement of
any litigation that is not fully covered by insurance involving more
than $1000.00, entering into any contract which obligates the Company
for more than $500.00 (except to the extent expressly set
forth in an Annual Budget) or which cannot be cancelled without payment
of a cancellation fee or other premium on not more than 30 days prior
notice; and entering into any lease for office space;
* filing of any petition or consenting to the filing of any petition
that would subject the Company to a bankruptcy or similar
proceeding;
* any other action which, considered before the taking thereof,
could reasonably be expected to have a material effect upon the business
or affairs of the Company or is a breach of fiduciary duty.
## Annual requirements of members
Not later than February 1 of each year, the Members shall
deliver to the Board Of Directors a detailed proposed business plan (the
"**Business Plan**") for the Company's next succeeding fiscal year,
which shall include the proposed budget for such year (the "**Annual
Budget**").
## Business Plan and Annual Budget
The Business Plan and Annual Budget shall contain such other information
as the Members wishes to include and shall contain such
information as the Board Of Directors may request.
The Board Of Directors will review the proposed Annual Budget and Business Plan,
and subject to required revisions, approve the same for the next succeeding
fiscal year no later than February 15 of each year.
The Business Plan and Annual Budget shall include projected revenues,
expenses for the year in question, projected investment activities and
such other matters as the Members and Board Of Directos may deem appropriate.
If the Annual Budget provides for a contingency or similar line item, then
unless otherwise specifically provided to the contrary therein, the
Members shall be empowered to expend the amount set forth in such
line item for the Company obligations. If the Business Plan is not
approved by the date set forth above, then:
* any items or portions thereof that have been approved will become operative
immediately
* with respect to the Annual Budget, the Members may expend,
in respect of noncapital or recurring expenses in any quarter of the
then current calendar year, an amount equal to the budget amount for the
corresponding quarter of the immediately preceding calendar year, as set
forth on the last approved Annual Budget after giving effect to any
material changes to the Company or its properties during the prior year;
however, if any contract approved as a part of any prior approved Annual
Budget or Business Plan provides for automatic increases in costs
thereunder after the beginning of the then current calendar year, then
the Members may expend the amount of that increase.
Following submission and recording of the final version of the
Business Plan and Annual Budget, the Members shall be authorized
to take the actions, incur obligations and make the expenditures therein
expressly set forth. The Members shall not have any authority or
power to take any action on behalf of the Company that would
constitute a Major Decision, unless it has been
expressly approved in writing by the Board Of Directors.
## Compensation of Members
Except as otherwise specifically provided herein, no compensatory payment shall be made by
the Company to any Member for the services to the Company.
## Officers
The Board Of Directors may from time to time, designate
one or more Persons to be officers or agents of the Company (an
"**Officer**"). Any Officer so designated shall have such title and
authority and perform such duties as the Board Of Directors may, from
time to time, designate. Unless the Board Of Directors decides
otherwise, if the title is one commonly used for officers of a business
corporation, the assignment of such title shall constitute the
delegation to such Officer of the authority and duties that are normally
associated with that office, subject to any specific delegation of
authority and duties made to such Officer by the Board Of Directors.
Each Officer shall hold office until his successor shall be duly
designated and shall qualify or until his death or until he shall resign
or shall have been removed. The salaries or other compensation, if any,
of the Officers and agents of the Company shall be fixed from time to
time by the Board Of Directors. Any Officer may resign as such at any
time. Any Officer may be removed as such, with or without Cause, by the
Board Of Directors. Designation of an Officer shall not, in and of
itself, create contract rights.

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# Resignation and Removal of Members
## Expulsion of a member for Cause
Expulsion of a Member requires an affirmative vote by a 2/3 or greater majority of
the Board Of Directors (in accordance with the Board Manual and Charter in effect
at that time) and by written unanimous consent of the Company Members.
The Member subject to expulsion is not eligible to vote in the proceeding.
The Member subject to explulsion forefits all equity/interests/rights/contributions
and any/all Membership interest immediately upon expulsion.
## Self withdrawal of a Member
Self withdrawal of a Member requires an affirmative vote by a 2/3 or greater majority
of the Board Of Directors (in accordance with the Board Manual and Charter in effect
at that time) and by written unanimous consent of the Company Members.
The Member requesting self withdrawal is not eligible to vote in the proceeding.
The Member subject to explulsion forefits all equity/interests/rights/contributions
and any/all Membership interest immediately upon resignation.

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# Company NDA
## Purpose
Joining the Company organization as a Member to discuss material non public information related
to the Company
## Governing State Law
Texas, USA
## Parties involved and agreeing to Mutual Nondisclosure
"Disclosing Party" describes each party with respect to Confidential Information it discloses to the other party.
"Receiving Party" describes each party with respect to Confidential Information it receives from the other party.
## Purpose
The parties anticipate disclosure of Confidential Information for the purpose on
the accompanying standard form certificate (the "Purpose").
## Confidential Information
### Categories of Confidential Information
Subject to Section (Exclusions from Confidential Information), "Confidential Information"
means the following kinds of information:
* information disclosed by Disclosing Party during the term of this agreement that is related to the business of Disclosing Party;
* the fact that the parties are pursuing the Purpose;
* the terms of this agreement;
* the fact that the parties have entered into this agreement; and
* other information derived from these kinds of information.
## Exclusions from Confidential Information
* Public Information.
Information that is now public is not Confidential Information. Confidential Information that becomes public, other than as
a result of breach of this agreement, ceases to be Confidential Information.
### Otherwise Acquired Information
Information that Receiving Party receives other than from Disclosing Party is not Confidential
Information, unless the disclosure breached a confidentiality obligation to Disclosing Party that Disclosing Party made known to Receiving Party.
* Independently Developed Information.
Information Receiving Party develops independently is not, or ceases to be, Confidential Information
of Disclosing Party. Receiving Party shall bear the burden of proving independent development using contemporaneous documentary evidence.
## Confidentiality Obligations
### Nondisclosure
Except as described in Section (Permitted Disclosure), Receiving Party shall not disclose Confidential Information to anyone.
* (b) Permitted Disclosure.
Receiving Party may disclose Confidential Information to the following personnel:
* if Receiving Party is a legal entity, employees, independent contractors, officers, directors, and agents of Receiving Party ("Personnel") who:
* have a need to know the Confidential Information to advance the Purpose;
* have entered written confidentiality agreements with Receiving Party that impose
confidentiality obligations, affording as much or more protection as
those of this agreement, that apply to the Confidential Information
* legal and financial advisers providing services to Receiving Party under
confidentiality obligations imposed either by law or by professional
rules ("Advisers").
* (c) Limited Use.
Receiving Party shall use Confidential Information only to advance the Purpose.
* (d) Security Measures.
Receiving Party shall take measures to secure materials embodying Confidential Information at least as protective as those Receiving Party employs to
secure its own Confidential Information, but in any event no less than reasonable measures.
* (e) Preserve Proprietary Notices.
Receiving Party shall not remove any proprietary notices attached to materials embodying Confidential Information.
* (f) No Illegal Dealing in Securities.
Receiving Party shall not break securities laws by purchasing, selling, or otherwise dealing in securities of Disclosing Party on the basis of
Confidential Information that is material, nonpublic information. Receiving Party shall instruct anyone to whom it discloses Confidential
Information that may be material, nonpublic information not to break securities laws by dealing in securities of Disclosing Party.
* (g) No Reverse Engineering.
Receiving Party shall not reverse engineer any material embodying Confidential Information.
* (h) Mitigate Legally Required Disclosure.
The following obligations apply when the law requires disclosure of Confidential Information and when Receiving Party reasonably expects that the law may
require disclosure of Confidential Information:
* (i) Give Notice of Required Disclosure.
If legally permitted, Receiving Party shall promptly notify Disclosing Party of the nature of the requirement and the Confidential Information affected.
If practical, Receiving Party shall give notice quickly enough to afford Disclosing Party practical chance to start a proceeding to protect the
confidentiality of the Confidential Information. On Disclosing Party request, Receiving Party shall cooperate with Disclosing Party in any such
proceeding by providing reasonable assistance.
* (ii) Reimburse Expenses of Cooperation.
Disclosing Party shall reimburse Receiving Party's reasonable out-of-pocket expenses of cooperating in
any proceeding described in Section (Give Notice of Required Disclosure).
* (i) Give Notice of Leaks.
Receiving Party shall give Disclosing Party notice when Receiving Party becomes aware, suspects, or anticipates that Confidential Information
has been or will be disclosed or used in breach of this agreement or other confidentiality agreements with Disclosing Party.
* (j) Return and Destruction.
(i) Subject to Section (Records Policy), when this agreement terminates, Receiving Party shall promptly:
* (A) return all materials embodying Confidential Information that Disclosing Party provided with request to return; and
* (B) destroy all parts of other materials that embody Confidential Information.
* (k) Records Policy.
When this agreement terminates, if Receiving Party has a written records retention policy for the creation and
scheduled destruction of archival or backup records, and only specialized personnel can routinely access those records, then Receiving Party
may retain materials embodying Confidential Information until destroyed under that policy.
* (l) Comply with Export Controls.
Both parties shall comply with export and reexport laws with respect to Confidential Information.
* (m) Compliance and Oversight.
* (i) Receiving Party shall ensure that its Advisers abide by the confidentiality obligations of Receiving Party under this agreement.
If Receiving Party is a legal entity, Receiving Party shall also ensure that its Personnel abide by the confidentiality obligations of
Receiving Party under this agreement.
Breach of Receiving Party obligations by Receiving Party Personnel or Receiving Party Advisers will be deemed breach of this agreement by
Receiving Party itself.
* (ii) If Receiving Party is a legal entity, Receiving Party shall provide Disclosing Party copies of confidentiality agreements with Personnel
who receive Confidential Information on Disclosing Party request.
5. Clarifications.
* (a) No Obligation to Disclose. No terms of this agreement obligate Disclosing Party to disclose any Confidential Information.
* (b) No Obligation to Do Business. No terms of this agreement obligate either party to enter any business relationship or agreement,
related to the Purpose or otherwise.\
* (c) No License. No terms of this agreement grant any license for any patent, trademark, copyright, or other intellectual property.
* (d) No Warranty. Disclosing Party makes no warranty that Confidential Information will be complete or accurate.
* (e) Freedom to Operate. No terms of this agreement prohibit either party from:
* (i) entering into any business relationship with any non-party; or
* (ii) assigning and reassigning Personnel and Advisers in its sole discretion.
6. 18 U.S.C. 1833(b) Notice.
* (a) An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that:
* (i) is made:
* (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and
* (B) solely for the purpose of reporting or investigating a suspected violation of law; or
* (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
* (b) An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade
secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual:
* (i) files any document containing the trade secret under seal; and
* (ii) does not disclose the trade secret, except pursuant to court
order.
7. Term.
* (a) Expiration.
This agreement does not expire.
* (b) Survival.
Obligations under Section (Confidentiality Obligations)
for Confidential Information disclosed during the term survive the term of
this agreement as follows:
* (i) Obligations for Confidential Information that Receiving Party knew or reasonably should have known constituted a trade secret survive as long
as the Confidential Information remains a trade secret.
* (ii) Obligations for other Confidential Information survive forever.

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# Outside Capital Raising
insert any terms and conditions here....
perhaps mention sources of revenue, markets being pursued etc...
## Non Equity and Non Debt based
Capital will be primarily sought through the pursuit of abc from xyz (but not
limited to):
*
*
*
*
*
## Restrictions on Capital Sources
*
*
## Equity Based Raises
### General Conditions and Requirements
Any grant of equity in exchange for outside capital investment in the Company
shall be on the following (or substantially similiar) terms and conditions ,
and require unamious written consent of the Members and the Board Of Directors.
### Terms and Conditions
[PUBLIC] Earnest Shared Earnings Agreement v1.3
SHARED EARNINGS AGREEMENT BETWEEN EARNEST CAPITAL AND Company.
Date
The following is a summary of the principal terms with respect to the proposed financing of _______________ (the “Company”). Except for the section entitled “Confidentiality,” this summary of terms does not constitute a legally binding obligation. The parties intend to enter into a legally binding obligation only pursuant to definitive agreements to be negotiated and executed by the parties.
Amount of Investment
$___________
Shared Earnings
By the 10th day of each quarter, the Company will pay the Investor the Percentage
(as defined below) of: the Company's Founder Earnings (as defined below)
less the proportional Founder Earnings Threshold (as defined below),
in the preceding quarter.
Shared Earnings shall continue until the Investor has received the Shared Earnings Cap.
The Percentage
The Percentage shall be ___%.
Net Income
Net Income means net income determined in accordance with GAAP.
Founder Earnings
Founder Earnings means Net Income, adding back any founders' salaries.
Founder Earnings Threshold
$________ per founder per year.
Shared Earnings Cap
The Shared Earnings Cap will be __X the investment amount.
Equity Basis
The Equity Basis will be the greater of (i) any unpaid portion of the Shared Earnings Cap,
or (ii) the Amount of Investment.
Equity Conversion
The Investor has the right, at its option, to convert the Equity Basis into the shares
sold by the Company in its next fixed-price round of financing, at a price per share
equal to the lesser of
(i) the price of the securities sold in the next financing,
or (ii) at a price per share calculated by dividing the Valuation Cap (defined below)
by all issued and outstanding shares plus all shares reserved for issuance
under any equity incentive plan at the time of the closing of the next financing.
Valuation Cap
$_____________
Sale
On a sale of the Company, the Investor is entitled to receive the
greater of
(i) any unpaid amount of the Shared Earnings Cap or
(ii) the amount the Investor would be entitled to receive if it converted the Equity Basis
at the Valuation Cap.
Information Rights
The Investor is entitled to standard information and inspection rights including any
records of accounting necessary to verify Shared Earnings calculations.
Board Observer
The Investor will be entitled to attend Board Meetings as an observer upon its request,
subject to executing a standard form observer confidentiality agreement.
Participation Rights
The Investor will have the right to participate on a pro rata basis in subsequent
issuances of Membership Interests, subject to customary exclusions.
Confidentiality
Without the consent of the Investor, the Company shall not disclose these terms to
anyone other than the Company's officers, directors, and key service providers.
COMPANY:
Name:
Title:
Date:
INVESTOR:
Name:
Title:
Date:

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#Profit Interests
## Introduction
The Profits Interest Units below are issued to Party on the terms and conditions
set forth in this Agreement.
Party shall make no Capital Contribution to the Company in connection with the
Profits Interest Units issued hereunder and, as a result,
Parties Capital Account balance in the Company immediately after their receipt of
the Profits Interest Units shall be equal to zero.
Notwithstanding anything to the contrary contained in the LLC Agreement or set forth
herein, with respect to the rights of Party related to, in respect of and in connection
with the Company, Board Of Directors and other Members, Party and the Profits Interest
Units owned thereby shall have only a right to share in or be allocated Net Profits and
Net Losses and receive or share in distributions of the Company as set forth in
the Agreement.
Party agrees to execute a counterpart signature page to the Agreement, in the form
attached hereto and shall thereupon become a Member as of the Effective Date.
The Profits Interest Units acquired pursuant to this Agreement shall be fully
subject to the terms and conditions contained in this Agreement, and Party
hereby acknowledges that Participant has read and understands the terms and conditions
contained therein.
## 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.
Other profif file merge in:
# Grant Of Profit Interests To Members (capitalization table)
The Company desires to issue a percentage of the Company profits
designated as “Profits Interest Units” to the Member in connection with
Members performance of services for the benefit of the Company.
The parties intend that the Profits Interest Units issued pursuant to this Agreement constitute “profits interests,”
as described in Section 4.01 of Rev. Proc. 93-27, 1993-2 C.B. 343, as clarified by
Rev. Proc. 2001-43, 2001-34 I.R.B. 191, issued by the Internal Revenue Service.
The Company will revalue its assets as of the Effective Date in accordance with Treasury Regulations Section
1.704-1(b)(2)(iv)(f)(5)(iii) and the Capital Accounts of the Members of the Company will be adjusted to reflect
such revaluation.
In consideration of Members providing services for the benefit of the Company, the Company hereby issues to Members
the percentage interests below:
FILLTHISIN
*
*
*
The above interests are fully vested.
* Reserved for future members pre SEAL capital raise :
* Reserved for SEAL raise :
The above two interests are subject to negoiation in regards to vesting.
FILLTHISIN (put vesting terms if any here) (or remove this whole section as desired)

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# Rights to Company Information
In addition to the other rights specifically
set forth in this Agreement, each Member is entitled to the following
information under the circumstances and conditions set forth in the BOC:
* true and full information regarding the status of the business and
financial condition of the Company
* promptly after becoming available, a copy of the Company's federal,
state and local income tax returns for each year
* a current list of the name and last known business, or mailing address
of each Member and Director
* a copy of this Agreement ,the Company's Certificate of Formation, and all amendments to
such documents
* true and full information regarding the amount of cash and a description and statement
of the agreed value of any other property or services contributed by
each Member and which each Member has agreed to contribute in the
future, and the date on which each became a Member
* other information regarding the affairs of the Company to which that
Member is entitled pursuant to the BOC (including all the Company books and
records)

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#Taxes
## Members Bound
Members shall be bound by the provisions of this Section in reporting their shares of
Company income for income tax purposes.
## Tax Returns
The Board Of Directors shall cause to be prepared and filed all
necessary federal and state income tax returns for the Company,
including making the elections described in Section "Tax Elections".
Each Member shall furnish to the Board Of Directors all pertinent
information in its possession relating to Company operations that is
necessary to enable such income tax returns to be prepared and filed.
## Tax Elections.
The following elections shall be made on the appropriate returns of the Company:
* to adopt the calendar year as the Company's fiscal year;
* to keep the Company's books and records on the income-tax method;
* if there is a distribution of Company property as described in
section 734 of the Code or if there is a transfer of a Company interest
as described in section 743 of the Code, upon written request of any
Member, to elect, pursuant to section 754 of the Code, to adjust the
basis of Company properties; and
* to elect to amortize the organizational expenses of the Company
ratably over a period of twelve (12) or sixty (60) months as permitted by section
709(b) of the Code.
No election shall be made by the Company or any Member to be excluded
from the application of the provisions of subchapter K of chapter 1 of
subtitle A of the Code or any similar provisions of applicable state
laws.
## Tax Matters Partner.
The Board Of Directors and CFO collectivley shall be the "**tax matters partner**"
of the Company pursuant
to section 6231(a)(7) of the Code. As
tax matters partner, they shall take such action as may be
necessary to cause each other Member to become a "**notice partner**"
within the meaning of section 6223 of the Code. Such Member shall inform
each other Member of all significant matters that may come to its
attention in its capacity as tax matters partner by giving notice
thereof within ten days after becoming aware thereof and, within such
time, shall forward to each other Member copies of all significant
written communications it may receive in such capacity. Such Member
shall not take any action contemplated by sections 6222 through 6232 of
the Code without the consent of the Board Of Directors. This provision is not
intended to authorize such Member to take any action left to the
determination of an individual Member under sections 6222 through 6232
of the Code.
## Allocations on Transfer of Interests.
The Company income, gain,
loss or deduction allocable to any Member in respect of any interest in
the Company which may have been transferred shall be allocated during
such year based upon an interim closing of the Company's books as
described in the first sentence of Treasury Regulations §
1.706-1(c)(2)(ii), taking into account the actual results of Company
operations during the portion of the year in which such Member was the
owner thereof, and the date, amount and recipient of any distribution
which may have been made with respect to such interest.

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# Time and Capital Requirements of members
No Member shall be required to devote a particular
amount of time or capital to the Company's business,
but shall devote sufficient time to perform their duties hereunder.

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export
.idea/

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<!DOCTYPE html>
<html>
<head>
<meta charset="UTF-8">
<title></title>
<link rel="stylesheet" href="style.css">
<script src="remark.min.js"></script>
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<body onload="slideshow = create()">
</body>
</html>

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<!DOCTYPE html>
<html>
<head>
<meta charset="UTF-8">
<title></title>
<link rel="stylesheet" href="style.css">
<script src="remark.min.js"></script>
<script>
function create() {
return remark.create({
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<body onload="slideshow = create()">
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<!DOCTYPE html>
<html>
<head>
<meta charset="UTF-8">
<title></title>
<link rel="stylesheet" href="style.css">
<script src="remark.min.js"></script>
<script>
function create() {
return remark.create({
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</head>
<body onload="slideshow = create()">
</body>
</html>

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# Materials Provided to United States Government
This is a collection of all data/information assets provided to the United States government. Listed in chronological order of submission.
* [RFI Response](./USGAssets/RFIResponse-W56KGY-18-R-AISR.pdf)
* [NSF SBIR Submittal - June/July 2021 ](./USGAssets/JuneJulySBIRSTIRSubmittedProjectPitch.pdf)

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# TSYS Group - Cooperative Component
## Finance network builds
* High Flight Network Finance Company
## Build/own/operate networks
* High Flight Network Operating Company

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# TSYS Group - Non Profit Component
## Advocate
* Side Door Group PAC INC
## Legislate
* Side Door Solutions Group INC (emerging 501c4)
## Educate
* Americans For A Better Network INC (emerging 501c3)

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# TSYS Group - Not Primarily For Profit Component
## Product Development
### Suborbital Systems
* MorsePod
* MorseTown
* MorseFlyer
## Professional Support Staffing and Infrastructure Services
### Education
* RackRental
### Professional Services
* TeamRental
### Infrastructure Services
* YourDreamNameHere
* Known Element Enterprises

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# TSYS Group
* A conglomerate not a startup
* Vision Statement
* Mission Statement

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# What TSYS Group Does
---
# How We Do What We Do
---
# Why We Do What We Do
---
# Values
---
# The Product
---
# How We Build Product
---
# Product Tooling
---
# Product Supply Chain
---
# The Service
---
# How We Build Service
---
# Service Tooling
---
# Service Supply Chain
---
# Team Structure
---
# People and Product Management
---
# Performance & Compensation
---
# Market Overview
---
# Financial Information
---
# Risk Factors - Overview
---
# Risk Factors - Regulatory Environment
---
# Wrap Up

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# Company and Team
[ref](https://seedfund.nsf.gov/project-pitch/)
### Charles Wyble
### Joe Narvaez
Joe is a certified EIT with the state of California whose career has worked as a cloud engineer for Allegion/Schlage's IoT products. His academic background is in general engineering where he studies mechanical, electrical and software systems.
### Brian
### Mark
### Scott

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# Technology Innovation (500 words)
[ref](https://seedfund.nsf.gov/project-pitch/)
Our SBIR Phase I will focus on the market viablity of the mass production of balloon technology to carry payloads for commercial and government use.
### Origin
We originally began as a means to provide internet to groups not serviced by other businesses who saw it unprofitable to build the internet infrastructure for these communities.
### Key Innovations
We have curated and integrated a unique set of open source technologies that have only recently become widely available.
- Lora
- Tile38
- Throw in some machine learning or blockchain if you need too.
### Applied Research
Furthermore, we are applying promising theoretical research on balloon technology.
- Czech Researcher
- In house numerical analysis

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# Market Opportunity
[ref](https://seedfund.nsf.gov/project-pitch/)
We see two viable markets for our technology
1. To create network of balloons to act as a internet service provider to service
the 50 million home that have only 1 25Mps Internet Provider or none at all [src](https://arstechnica.com/information-technology/2017/06/50-million-us-homes-have-only-one-25mbps-internet-provider-or-none-at-all/)
2. Provide flight hour service to the US federal government to connect agnositc payloads.

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# Objectives and Challenges
[ref](https://seedfund.nsf.gov/project-pitch/)
The Objectives of Suborbital Phase I is to find the material and labor costs of producing an airworthy balloon which
- Complies with regulatory constraints (geofencing, etc) and safety.
- Carries an agnostic payload which can transmit without any interferences from our own avionics
- Withstands environmental conditions of high altitudes, such as, UV, low temperatures and low pressures.
- Has the ability to be serviced and maintained
- Has the ability to integrate to a larger network which meets the navigation and communication requirements
This work could ultimately create a network of balloons that could be managed as an ISP for communities that do not have internet service. It could also be used to move payloads for governments. Creating a government contracting firm that specializes in deploying balloons with agnostic payloads.

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- [TSYS Group GrowthAndChange](./culture/TheoryOfRecruitmentAndOnboarding.md)
# Part 5: Functional Area : Governance, Oversight, Stakeholder Balance
# Part 5: Functional Area : Group Wide Independent Governance, Oversight, Stakeholder Representation
- [Board Of Directors Manual](./Board/BoardOfDirectorsManual.md)
- [Executive Governance Nominating Committee Charter](./Board/charters/Executive-Governance-Nominating-Committee-Charter.md)
@ -77,4 +77,33 @@
# Part 11: Functional Area: Chief Marketing Officer
# Part 12: Funtional Area: Chief Revenue Officer
# Part 12: Funtional Area: Chief Revenue Officer
# Part 13: Outreach Material - Pitch Deck / Orientation
- [External Deliverables - US Federal Government](./PitchDeck/ExternalDeliverables-USG.md)
- [Introduction To TSYS Group](./PitchDeck/Orientation/TSYSGroupIntro.md)
- [Components - NotPrimarilyForProfit](./PitchDeck/Orientation/CorpComponents-NotPrimarilyForProfit.md)
- [Components - Cooperative](./PitchDeck/Orientation/CorpComponents-Coop.md)
- [What TSYS Group Does](./PitchDeck/Orientation/WhatTSYSGroupDoes.md)
- [Why TSYS Group Does What We Do](./PitchDeck/Orientation/WhyTSYSGroupDoes.md)
- [How TSYS Group Does What We Do](./PitchDeck/Orientation/HowTSYSGroupDoes.md)
- [TSYS Group Values](./PitchDeck/Orientation/TSYSGroupValues.md)
- [People and Product Management](./PitchDeck/Orientation/PeopleAndProductManagement.md)
- [Performance & Compensation](./PitchDeck/Orientation/PerfAndComp.md)
- [Team Structure](./PitchDeck/Orientation/TeamStructure.md)
- [Market Overview](./PitchDeck/Orientation/MarketOverview.md)
- [The Product](./PitchDeck/Orientation/TheProduct.md)
- [How We Build Product](./PitchDeck/Orientation/HowWeBuildProduct.md)
- [Product Tooling](./PitchDeck/Orientation/ProductTooling.md)
- [Product Supply Chain](./PitchDeck/Orientation/ProductSupplyChain.md)
- [The Services](./PitchDeck/Orientation/TheServices.md)
- [How We Build Services](./PitchDeck/Orientation/HowWeBuildServices.md)
- [Service Tooling](./PitchDeck/Orientation/ServiceTooling.md)
- [Service Supply Chain](./PitchDeck/Orientation/ServiceSupplyChain.md)
- [Financial Information](./PitchDeck/Orientation/Finances.md)
- [Risk Factors - Overview](./PitchDeck/Orientation/RiskFactorsOverview.md)
- [Risk Factors - Regulatory Environment](./PitchDeck/Orientation/RiskFactorsRegulatoryEnvironment.md)
- [Wrap Up](./PitchDeck/Orientation/WrapUp.md)
# Part 14: TSYS Group Governing Documents

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How much will it cost?
Build a financial model (see peer directorys in this repository)
Put all spend into marketing as fast as possible
Utilize off the shelf solutions , do not fall prey to not invented here
Write glue , don't create wood

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How is it done today, and what are the limits of current practice?
Why is it suboptimal?
Is this an evolution, a revolution, some of both?

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What’s new in your approach and why do you think it will be successful?
What is your secret sauce?
What is your edge?
What is your core innovation?
What is your secret that nobody else knows?

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What are the midterm and final “exams” to check for success?
How will progress be measured?

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Who cares?
What is the target market?
Write three customer profiles
What is the total addressable market?
What are the segments of the market?

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What are you trying to do?
Articulate your objectives using absolutely no jargon.
What is the problem?
Why is it hard?
Why do YOU want to solve it?
Why are YOU the right person/group to solve it?
Why NOW?

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What are you trying to do? Articulate your objectives using absolutely no jargon. What is the problem? Why is it hard?
How is it done today, and what are the limits of current practice?
What’s new in your approach and why do you think it will be successful?
Who cares?
If you’re successful, what difference will it make? What impact will success have? How will it be measured?
What are the risks and the payoffs?
How much will it cost?
How long will it take?
What are the midterm and final “exams” to check for success? How will progress be measured?

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What are the risks and the payoffs?
Strengths,Weakness,Opportunity,Threat
Business model canvas
etc

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How long will it take?
What is your MVP timeline?
What is your go live timeline?
What is your first customer timeline?
What is your first check timeline?

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If you’re successful, what difference will it make?
What impact will success have?
How will it be measured?
What is the customer improvement story?