TERMS AND CONDITIONS 

• SERVICES. LPAS, either directly or through its agents, shall provide the Client Firm the Services identified on any and all Addenda to this Agreement duly executed by LPAS and Client Firm. 
•  FEES. In exchange for the Services, Client Firm will pay LPAS the Fees identified on the Addenda.  The schedule and due dates for paying the Fees are identified on the Addenda and LPAS’s obligation to provide the Services is expressly contingent on timely payment of all Fees when due.  
•  PERFORMANCE OF SERVICES. LPAS shall determine the manner in which all Services (other than legal, CPA and other services provided by third parties) are to be performed and the specific hours to be worked by LPAS.
•  LIMITATIONS OF SERVICES. LPAS does not offer or provide any recommendations, services, advice, or other information that is or may be construed as legal advice, real estate, tax, securities, accounting, financial or other input that requires professional licensure or certification. Client Firm agrees to seek professional advice from other sources as appropriate and will not hold LPAS responsible for any such representations. LPAS’s obligation to provide the Services is limited to the specific Services identified on any Addenda executed by the Parties. Regardless of what other Services LPAS may provide to its clients, LPAS is not obligated to provide any Services not specifically contracted for by the Parties in the form of an Addendum to this Agreement.  
•  NATURE OF SERVICES. Payments made as per this Agreement are for services only. It is Client Firm’s complete and exclusive responsibility to comply with all requirements established under all federal and state securities laws, rules, and regulations. It is Client Firm’s responsibility to ensure that all communications with its investors and clients are in full compliance with all applicable laws.  LPAS does not warrant or guarantee, expressly or implicitly, the accuracy of any information provided to Client Firm or its investors or clients.
•  RESPONSIBILITIES OF THE CLIENT FIRM. It is Client Firm’s sole responsibility to provide LPAS with correct information concerning Client Firm’s operations, including all information needed to provide the Services, and to do so in a timely manner. LPAS shall be entitled to rely on all such information and representations as factually true and not misleading, without further investigation or diligence.
•  INDEMNITY. In order to provide Client Firm the pricing reflected in the Addenda, and given the possibility of LPAS becoming involved in litigation, including securities litigation, or incurring other losses as a result of Client Firm’s activities in connection with its  fund, syndication, and/or management entity, for reasons over which LPAS has little or no control, Client Firm agrees to indemnify and hold LPAS, together with its affiliated or related companies and each of their respective managers, members, officers, employees, affiliates, advisors, attorneys, agents, assigns, and related individuals and entities (collectively, the “Indemnified Parties”) harmless from and against any and all losses, claims, liabilities, deficiencies, causes of action, costs, expenses, and damages, including reasonable attorney fees and other costs of defense (collectively, “Losses”) to the extent those Losses arise out of or relate to the Services, subject to the following conditions and limitations.  The indemnity obligations in this paragraph do not apply to, and Client Firm shall not be liable for, any Losses resulting from any fraudulent, grossly negligent or willful acts or omissions of any Indemnified Party.  Client Firm’s defense and indemnity obligations pursuant to this paragraph are expressly conditioned upon: (i) the Indemnified Party providing Client Firm with prompt written notice of any claim or other event likely to give rise to any Losses; (ii) Client Firm having the option of having full control over the defense and settlement of such claim; and (iii) the Indemnified Party reasonably cooperating with Client Firm in the defense and settlement of such claim. LPAS agrees to indemnify and hold the Client Firm, together with its affiliated or related companies and each of their respective managers, members, officers, employees, affiliates, advisors, attorneys, agents, assigns, and related individuals and entities (collectively, the “Indemnified Parties”) harmless from and against any and all losses, claims, liabilities, deficiencies, causes of action, costs, expenses, and damages, including reasonable attorney fees and other costs of defense (collectively, “Losses”) due to LPAS’ fraudulent, grossly negligent or willful acts or omissions. 
•  TIME TABLE. The timing of all Services provided by LPAS shall be determined by and between the Parties. Each Party shall cooperate fully, and on a commercially reasonable efforts basis, to satisfy any time table established by and between the Parties, but is not to be considered a guarantee, warranty (implied or expressed) that the time table will be met. 
•   Client Firm shall make an appropriate representative reasonably available during normal business hours for the purposes of answering LPAS’s inquiries, questions, clarifications, etc. as LPAS is working on preparation of its deliverables. LPAS shall make its assigned representative reasonably available by phone to Client Firm during normal business hours to answer questions, advise on progress, discuss revisions, etc. Phone calls related to delivery of service shall be included in the Fees for the relevant Service.
•   Client Firm shall reimburse all reasonable approved out-of-pocket expenses incurred by LPAS in connection with this project as mutually agreed upon by the parties. Typically, billable expenses shall include travel costs (flights, meals, hotels, etc.) as well as legal expenses not specifically included in any Service as detailed on any Addenda to this Agreement. Phone bills, copier charges, printing costs, etc. shall not be billed to Client Firm except in rare circumstances in which costs are excessive due to Client Firm changes beyond the normal scope of engagement.
•    This Agreement and any Addenda may be amended from time to time by the parties, only by written agreement signed by both parties. No provision shall be deemed to have been waived unless such waiver is contained in a written notice given by the party claiming such waiver, and no such waiver shall be deemed to be a waiver of any other or further obligation or liability of the party or parties in whose favor the waiver was given.
•  BINDING EFFECT; PARTIES IN INTEREST. This Agreement binds and inures to the benefit of the parties and their respective successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to confer upon any other person any rights or remedies of any nature whatsoever under or by reason of this Agreement. No person or entity that is not a party to this Agreement shall have any right or power to enforce any provision of this Agreement.
•    Captions contained in this Agreement and any Addenda are inserted only as a matter of convenience and in no way define, limit or extend or otherwise affect the scope or intent of this Agreement or any provision hereof.
•    This Agreement may be executed in several counterparts, each of which shall be deemed an original but both of which shall constitute one and the same instrument. It shall not be necessary for all parties to execute the same counterpart hereof.
•  ENTIRE AGREEMENT. This Agreement constitutes the entire agreement of the parties concerning the subject matter hereof, and supersedes all prior understandings, whether written or oral.
•  GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.
•  LIMITATION OF LIABILITY. IN NO EVENT WILL LPAS BE LIABLE TO CLIENT FIRM NOR WILL CLIENT FIRM BE LIABLE TO LPAS FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES, EVEN IF APPRISED OF THE POSSIBILITY OF SUCH DAMAGES, AND IN NO EVENT WILL LPAS BE LIABLE TO CLIENT FIRM FOR ANY DIRECT OR OTHER DAMAGES IN EXCESS OF THE TOTAL AMOUNT OF FEES ACTUALLY RECEIVED BY LPAS FROM CLIENT FIRM NOR WILL CLIENT FIRM BY LIABLE TO CLIENT FIRM FOR ANY DIRECT OR OTHER DAMAGES IN EXCESS OF THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CLIENT FIRM TO LPAS.
•    All notices or requests provided for hereunder must be in writing and may be given by hand delivery, by email or by sending the same via overnight courier, addressed to the party to be notified or by delivering such notice in person to such party. Notices given by mail shall be deemed received upon mailing in accordance with the foregoing and notices sent by other means shall be effective upon receipt by the party to be notified.
•    If any provision of this Agreement, or the application of such provision to any Person or circumstance, shall be held invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions of this Agreement, or the application of such provision in jurisdictions or to Persons or circumstances other than those to which it is held invalid, illegal or unenforceable shall not be affected thereby.
•  SUBMISSION TO JURISDICTION. Each party irrevocably consents and agrees that any legal action or proceeding with respect to this Agreement and any action for enforcement of any judgment in respect thereof will be brought exclusively in the courts of the state of Texas or the United States federal courts located in Harris County, Texas, and, by execution and delivery of this Agreement, each party hereby submits to and accepts for itself and in respect of its property, generally and unconditionally, the exercise of personal jurisdiction over it by the aforesaid courts and appellate courts from any appeal thereof. Each party hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions or proceedings arising out of or in connection with this Agreement brought in the courts referred to above and hereby further irrevocably waives and agrees not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.
•  SUCCESSORS AND ASSIGNS. Except as otherwise specifically provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their legal representatives, heirs, administrators, executors, successors and permitted assigns; provided that (i) without the prior consent of the Client Firm, LPAS may not assign any of its rights or delegate any of its obligations under this Agreement to any Person; and (ii) without the prior consent of LPAS, the Client Firm may not assign any of its rights or delegate any of its obligations under this Agreement to any Person.

“DONE-FOR-YOU” FUND ARCHITECTURE AND FORMATION PACKAGE ADDENDUM

Pursuant to the terms and conditions of the CEA, LPAS agrees to provide the following Services to Client Firm in exchange for the Fees identified below: 

•  SERVICES

LPAS, in cooperation and collaboration with Client Firm, will take the lead in organizing, structuring, and creating a proprietary fund (the “Fund”) for Client Firm, as well as creating a set of Offering Documents (as defined below) that Client Firm may use in its efforts to raise capital for the Fund. 

LPAS will also advise you about the core considerations involved in forming an investment partnership, which would include advice about the following items:

• General structure of the fund and the key entities involved
• Fund economics, including fund fees and expenses
• Fundraising and fund closings, and the principal legal documents involved
• Fund term and investment / divestment periods
• Governance arrangements and managing conflicts
• US regulatory matters, including federal and State securities laws and other laws affecting fund formation and operations
• Relevant tax and ERISA matters
• The selection of other service providers (administrators, auditors, brokers, marketing and communications firms, etc.)
• Investment Presentation / Pitch Deck review and commentary
• Marketing strategies and distributions channels 

The term sheet describes the essential terms and conditions of the fund which would later be incorporated into the fund’s private placement memorandum (PPM). The term sheet, among other things, typically includes information about the following:

• Fund structure
• Management team
• Investment objectives and strategies
• Minimum capital contributions and capital calls
• Minimum/maximum offering size
• Eligible investors
• Preferred return
• Waterfall structure
• Expected distributions
• Term/investment/divestment period
• Valuation methodology and frequency
• Liquidity provisions
• Financial and other reporting provisions

The specific services will include the following:

1. A questionnaire intended to identify Client Firm’s goals, objectives, and initial thoughts about the Fund (the “Questionnaire”).
2. A kickoff call during which LPAS’s staff will interface with Client Firm’s representatives to discuss the Questionnaire and discuss Client Firm’s asset model, fund strategy, and other material terms of Client Firm’s Fund in more detail.
3. Based on the kickoff call and the Questionnaire, LPAS will create a draft Term Sheet for Client Firm to review and provide any requested changes. LPAS will then incorporate Client Firm’s changes and, if LPAS’s staff determines it necessary, will have a second call with Client Firm to finalize the Term Sheet. 
4. Based on the final version of the Term Sheet, LPAS will interface with legal counsel to prepare a Private Placement Memorandum (“PPM”), Subscription Booklet, Operating Agreement, and all related documents (the “Offering Documents”) based on the Term Sheet.
5. LPAS will select the law firm to act as Fund counsel in the preparation of the Offering Documents. The cost of this law firm’s ordinary fund creation work will be included in the Fees identified in Section 3 below.  Client Firm may use the same firm or legal counsel of its own choosing at Client Firm’s cost for any additional work Client Firm may need that is not included in the scope of work, such as corporate formation for non-Fund entities (including but not limited to any necessary operating agreements, management or employment contracts for the fund management entity), state-level securities issues such as registered investment advisory requirements, blue-sky registrations, and any ancillary licensing compliance, etc.   
6. Following the Fund creation process, LPAS will deliver a complete set of formatted and counsel approved Offering Documents to Client Firm. Client Firm will be entitled to use these Offering Documents in the ordinary course of the Fund’s business pursuant to the license granted Client Firm in the CEA.

FEES 

$22,500 total payment, of which $7,500 is due and payable in full upon delivery to LPAS of an executed copy of this Addendum and the remaining $15,000 is due in two monthly installments of $7,500. These payments are deemed earned on receipt and are not refundable for any reason.

All Fees are fully earned on receipt and non-refundable.  It is expected that the Services will be provided over a period of time not to exceed three months.  If the timeline extends beyond this period for any reason (other than due to LPAS delays), LPAS reserves the right to request additional compensation to continue in its consulting role with the Client Firm.  Should Client Firm choose to engage LPAS for additional Services not specifically included in this Addendum, LPAS and Client shall negotiate a separate Addendum to the CEA for those additional services.