The assignment. This agreement cannot be ceded by any party without the written consent of all the founders. The company is managed by the founders and the majority of the founders can take all measures on behalf of the company, unless this agreement expressly specifies the opposite. The unanimous written agreement of all founders is required for: Modification / Renouncement. This agreement can only be amended with the written agreement of all the founders, and none of its provisions can be repealed, except with the written agreement of the party that renounces to respect it. If the two founders are still fully involved in the transaction and a liquidity event occurs (i.e. a third-party sale, IPO or other liquidity event), a 100% sale will take place immediately. Disclaimer: This model of agreement does not replace professional legal advice and is only used for informational purposes. Using this model, no lawyer-client relationship will be established between you and the author of the models. Before entering into a legal agreement, you must consult a qualified lawyer in your country. Successors/endowments. This agreement binds and depends on the founders, the company, their successors and their approved beneficiaries of the transfer.

The company will award the founders all the objects of the non-recourse deduction; provided that a founder`s non-recourse deductions are specifically allocated, for one year or another period, to the founder who bears the risk of economic loss related to the non-recourse debt on which that partner is not likely to re-deduct. The intention is that the business should be treated fiscally as a passport unit. Subject to applicable law, the company combines revenue, profits, losses, deductions and credits in the same manner as described above and, for tax-only purposes, all property related to the property paid is affected, taking into account any differences between the adjusted basis of the company in that property and the fair value of the property upon arrival. All elections or decisions relating to such assignments must be made in a manner that reasonably reflects the intent of this agreement. By signing below, each founder indicates that he accepts the terms of this agreement in its entirety at the time of the first written time and assures the company and any other founder that he has read and understood the agreement in its entirety and that, to the knowledge of any founder, no law or third-party commitment would prevent any founder from concluding and implementing the agreement in its entirety. For simplicity`s sake, this agreement can be executed electronically and in your counterparties. Each counterparty is binding and all constitute the same instrument. All disputes arising from or related to this agreement must be submitted for mandatory arbitration before a single arbitrator in accordance with the rules of the American Arbitration Association, as in effect on that date. The place of such arbitration will be [Los Angeles, California]. The founders agree that each party may request, within 7 days of filing an arbitration application, that the parties` dispute be first submitted to a neutral reviewer in accordance with the American Arbitration Association`s neutral screening procedures, before the arbitration is concluded. Full agreement.

This agreement contains the entire agreement between the parties with respect to the purpose of this agreement and replaces all previous agreements or agreements (written or oral) relating to them.