Bridge Lending Agreement

BRIDGE LENDING AGREEMENT

This Bridge Lending Agreement (the Agreement) is made as of by and between:

Recitals

WHEREAS Lender is willing to make a short-term bridge loan to Borrower on the terms and subject to the conditions set forth in this Agreement; and

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions

Capitalized terms used in this Agreement and not otherwise defined have the meanings set forth in this Section. "Loan" means the principal amount advanced by Lender to Borrower under Section 2. "Maturity Date" means the date on which all Obligations are due as set forth in Section 3. "Obligations" means all amounts payable by Borrower under this Agreement.

2. Loan and Advances

Subject to the terms and conditions of this Agreement, Lender agrees to lend to Borrower, and Borrower agrees to borrow from Lender, an aggregate principal sum of (Principal). Borrower may request one or more advances (each, an Advance) by delivering to Lender a written draw request specifying the amount of the Advance and the requested funding date.

The initial Advance Date shall be and the Loan shall be funded to Borrower's designated account upon satisfaction of Lender's conditions precedent.

3. Interest, Fees and Payments

Interest on the outstanding principal balance of the Loan shall accrue at a rate of per annum, calculated on a 365/365 basis and payable in arrears on the Maturity Date or as otherwise agreed in writing. In the event of an Event of Default, the interest rate shall increase to a default rate of per annum on the outstanding principal and accrued interest from the date of default until paid.

All payments shall be made in lawful money of the United States to the account designated by Lender. Late payments shall incur a late fee equal to the lesser of $ or percent of the overdue amount.

4. Prepayment

Borrower may prepay the Loan in whole or in part at any time without penalty, provided that any prepayment shall be accompanied by accrued interest to the date of prepayment and any fees due under this Agreement.

5. Security

This Loan shall be: Secured Unsecured

6. Repayment Schedule

Borrower shall repay the Loan and all accrued and unpaid interest and fees on or before the Maturity Date in a single payment unless a payment schedule is attached and agreed by the parties below.

7. Representations and Warranties

Borrower represents and warrants that Borrower is duly organized, has full power and authority to enter into this Agreement, and that the execution, delivery and performance of this Agreement will not violate any law or contractual obligation. Lender represents that it has full authority to make the Loan and to exercise the rights granted herein.

8. Covenants

Borrower covenants to use the proceeds of the Loan solely for the purposes described in Borrower's draw requests, to maintain its operations in the ordinary course, and to provide Lender with such financial statements and information as Lender may reasonably request.

9. Events of Default

The occurrence of any of the following shall constitute an Event of Default: (a) failure to pay principal, interest or fees when due; (b) breach of any representation, warranty or covenant; (c) insolvency, bankruptcy or appointment of a receiver for Borrower; or (d) a material adverse change in Borrower's financial condition as determined by Lender in its reasonable discretion.

10. Remedies

Upon the occurrence and during the continuance of an Event of Default, Lender may declare the entire principal, accrued interest and all other Obligations to be immediately due and payable, exercise any rights and remedies provided by law or under any security agreement, and pursue foreclosure or sale of collateral. Remedies are cumulative and not exclusive.

11. Costs, Expenses and Indemnity

Borrower shall reimburse Lender for all reasonable costs and expenses (including reasonable attorneys' fees) incurred by Lender in enforcing this Agreement following an Event of Default. Borrower shall indemnify and hold Lender harmless from any losses arising from Borrower's breach of this Agreement or misuse of Loan proceeds.

12. Taxes

All payments to be made by Borrower hereunder shall be made free and clear of and without deduction for any taxes, levies or charges, except as required by applicable law. If any deduction or withholding is required, Borrower shall gross up payments so that Lender receives the full amount required under this Agreement.

13. Notices

All notices, demands or other communications required or permitted hereunder shall be in writing and delivered to the party at the address set forth below or at such other address as a party may designate by notice to the other. Notices shall be delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested.

14. Assignment and Amendment

Neither party may assign this Agreement without the prior written consent of the other, except that Lender may assign its rights to an affiliate or to a purchaser of the Loan without Borrower's consent provided Borrower is given notice. This Agreement may be amended only by a written instrument signed by both parties.

15. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that state for resolution of disputes arising under this Agreement.

16. Miscellaneous

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The headings used in this Agreement are for convenience only and shall not affect interpretation.

Acknowledgments

Each party acknowledges that it has read this Agreement, that it understands and accepts the terms hereof, and that it has had the opportunity to seek independent legal counsel prior to execution.

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