Extract to table

The selection of the Company's principal place of business shall be addressed in the definitive JV Operating Agreement

1 Total Initial Capital Commitment The aggregate initial capital commitment of the Parties to the JV Entity shall be $12,000,000 (Twelve Million Dollars), allocated between the Parties as set forth below

Funding: TerraVault's cash contribution of $2,400,000 shall be contributed to the JV Entity at or prior to the closing of the transactions contemplated by the definitive JV Operating Agreement

The specific mechanics of future capital calls, including the approval thresholds required for the Board of Managers to authorize such calls, shall be addressed in the definitive JV Operating Agreement

The detailed terms and conditions of the technology license, including without limitation the precise scope and definition of the JV Field, the duration of the license, any royalty or ongoing payment obligations (if applicable), sublicensing rights and restrictions, ownership and licensing of improvements and enhancements developed by or on behalf of the JV Entity, the allocation of intellectual property rights as between TerraVault and the JV Entity, prosecution and maintenance obligations with respect to the licensed patents, enforcement rights in the event of third-party infringement, indemnification obligations, and termination and reversion provisions, shall be set forth in a separate Technology License Agreement to be negotiated and executed concurrently with the definitive JV Operating Agreement

1 Board of Managers The JV Entity shall be managed by a Board of Managers (the "Board") in accordance with the terms to be set forth in the definitive JV Operating Agreement