Joint Venture Agreement Template

JOINT VENTURE AGREEMENT

This Joint Venture Agreement is made between Laura Bennett of Meridian Ventures LLC and Thomas Nakamura of Pacific Grid Solutions Inc. to establish the joint venture known as Meridian Renewable Energy JV, effective 2026-07-01.

Parties

Venturer 1: Laura Bennett, Meridian Ventures LLC, 455 Harbor Drive, San Diego, CA 92101

Venturer 2: Thomas Nakamura, Pacific Grid Solutions Inc., 2900 Bayfront Ave, San Diego, CA 92113

1. Purpose of the Venture

The parties form this joint venture for the limited purpose of jointly developing and operating a community solar energy project. The venture is confined to this purpose and neither party is authorized to bind the other outside its scope.

2. Capital Contributions

Venturer 1 shall contribute $500,000.00 in cash capital and Venturer 2 shall contribute $500,000.00 in equipment and engineering services. Additional capital calls require the consent of both parties in proportion to their interests.

3. Profit & Loss Allocation

Net profits and losses of the venture shall be allocated as follows: Net profits and losses allocated 50/50 between the parties.. Distributions shall be made only after reserves reasonably determined by the management committee.

4. Management & Governance

The venture shall be managed as follows: A three-member management committee with equal representation from both parties.. Voting rights and major decisions: Major decisions require unanimous approval; day-to-day matters by majority vote..

5. Term

The venture continues for 5 years unless extended or earlier dissolved by written agreement of the parties or by operation of this Agreement.

6. Exit & Dissolution

A partner may sell their shares back to the partnership or to an approved buyer. Upon dissolution, the assets of the venture shall be applied first to liabilities and then distributed to the parties in proportion to their capital accounts.

Signatures

Venturer 1: Laura Bennett

Venturer 2: Thomas Nakamura