Call Option Agreement

CALL OPTION AGREEMENT

This Call Option Agreement (the "Agreement") is made as of Effective Date: by and between Optionor: , with a principal address at ; and Optionee: , with a principal address at .

RECITALS

WHEREAS, Optionor is the legal and beneficial owner of the Optioned Property described below and has authority to grant an option to purchase such property;

WHEREAS, Optionee desires the exclusive right, but not the obligation, to purchase the Optioned Property on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth in writing their agreement with respect to the option grant, exercise mechanics, and related rights and obligations.

NOW, THEREFORE

In consideration of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Optioned Property" means the asset subject to the option, specifically described as:

1.2 "Exercise Price" means the aggregate cash amount to be paid by Optionee upon exercise, equal to $ (the "Price").

1.3 "Option Period" means the period during which the Option may be exercised, commencing on and expiring on , unless earlier terminated in accordance with this Agreement.

2. GRANT OF OPTION

2.1 Optionor hereby grants to Optionee an exclusive, irrevocable option to purchase the Optioned Property during the Option Period for the Exercise Price on the terms set forth herein. The option shall be exercisable in whole or in part unless expressly restricted elsewhere in this Agreement.

2.2 This grant is personal to Optionee and, except as expressly provided in Section 9 (Transferability), shall not be assignable or transferable without the prior written consent of Optionor.

3. EXERCISE

3.1 To exercise the Option, Optionee must deliver to Optionor a written Notice of Exercise substantially in the form attached hereto or sufficiently describing the Optioned Property, the number of units or shares (if partial), and declaring the intention to purchase. Notice shall be effective upon actual receipt by Optionor.

3.2 Unless otherwise agreed in writing, Optionee shall deliver the Exercise Price in immediately available funds to an account designated by Optionor within days after the effectiveness of the Notice of Exercise. Failure to timely pay shall constitute a breach and may result in rescission of the exercise.

4. CONSIDERATION

4.1 As consideration for the grant of the Option, Optionee has paid to Optionor the sum of $ (the "Option Fee"), receipt of which is hereby acknowledged. The Option Fee shall be nonrefundable except as expressly provided herein.

5. REPRESENTATIONS AND WARRANTIES

5.1 Optionor represents and warrants that: (a) Optionor has good and marketable title to the Optioned Property free and clear of liens, claims, and encumbrances except as disclosed in writing; (b) Optionor has full corporate or other power and authority to enter into and perform this Agreement; and (c) no consent of any person is required for Optionor to grant this Option except as disclosed in writing.

5.2 Optionee represents and warrants that Optionee has full power and authority to enter into and perform this Agreement and that the execution and performance hereof will not violate any agreement or law applicable to Optionee.

6. COVENANTS

6.1 During the Option Period, Optionor shall not, without Optionee's prior written consent, sell, transfer, encumber or otherwise dispose of any interest in the Optioned Property that would materially impair Optionee's rights under this Agreement.

6.2 Optionor agrees to provide Optionee with reasonable access to information and records relating to the Optioned Property as may be necessary for Optionee to evaluate and, if desired, to exercise the Option.

7. CONDITIONS TO EXERCISE

7.1 The obligations of Optionor to convey the Optioned Property upon exercise are subject to: (a) receipt of the full Exercise Price; (b) the truth and accuracy of Optionee's representations at the time of exercise; and (c) performance by Optionee of its obligations hereunder.

8. TRANSFERABILITY

8.1 Optionee shall not assign or transfer the Option or any rights hereunder without the prior written consent of Optionor, which consent shall not be unreasonably withheld; provided, however, that Optionee may assign the Option to an affiliate upon notice to Optionor.

9. TERMINATION

9.1 This Agreement will automatically terminate upon the expiration of the Option Period, and earlier upon mutual written agreement of the parties or upon material breach by either party that remains uncured for a period of days after written notice.

10. REMEDIES

10.1 In the event of a breach of this Agreement, the non-breaching party shall be entitled to all remedies available at law or in equity, including specific performance, injunctive relief, and damages. The parties agree that monetary damages may be an inadequate remedy for certain breaches and that equitable relief may be appropriate.

11. NOTICES

11.1 All notices, consents, waivers and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or received by certified mail, return receipt requested, to the addresses set forth below (or to such other address as a party may designate by notice in accordance with this Section).

12. TAXES AND COSTS

12.1 Except as expressly provided herein, each party shall bear its own costs and expenses incurred in connection with the negotiation, execution and performance of this Agreement. All transfer taxes, recording fees and similar charges arising from exercise and closing shall be paid by .

13. INDEMNIFICATION

13.1 Each party shall indemnify, defend and hold harmless the other party and its affiliates, officers, directors and agents from and against any and all losses, liabilities, claims and expenses (including reasonable attorneys' fees) arising out of any breach of such party's representations, warranties or covenants under this Agreement.

14. MISCELLANEOUS

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its principles of conflicts of law.

14.2 Entire Agreement. This Agreement, including any schedules or exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements.

14.3 Severability. If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect to the extent permitted by law.

14.4 Amendments and Waivers. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by either party to exercise any right shall operate as a waiver of that right.

14.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be effective to bind the delivering party.

15. ADDITIONAL PROVISIONS

SIGNATURES

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