Client Financing Agreement

CLIENT FINANCING AGREEMENT

This Client Financing Agreement (the "Agreement") is entered into as of by and between Client Name: with principal address at (the "Client"), and Financier Name: with principal address at (the "Financier").

RECITALS

WHEREAS, the Client desires to obtain financing to support its business operations and growth and has requested that the Financier provide a loan on the terms and conditions set forth in this Agreement; and

WHEREAS, the Financier is willing to extend such financing to the Client subject to the Client's representations, warranties, covenants, and, if applicable, the grant of security interests described herein; and

WHEREAS, the parties intend for this Agreement to govern the financing relationship, repayment terms, and remedies in the event of default.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Loan" means the principal amount advanced by the Financier to the Client pursuant to Section 2.
1.2 "Interest Rate" means the annual rate of interest established in Section 3.
1.3 "Default" has the meaning set forth in Section 8.
1.4 Terms defined elsewhere in this Agreement have the meanings ascribed to them where used.

2. LOAN AMOUNT AND DISBURSEMENT

2.1 Loan Amount. Subject to the terms and conditions of this Agreement, the Financier shall make available to the Client a loan in the principal amount of (the "Loan").

2.2 Disbursement. The Loan shall be disbursed by wire transfer or other agreed method to the Client's designated account on or about , subject to satisfaction of all conditions precedent set forth in this Agreement.

3. INTEREST; PAYMENTS

3.1 Interest Rate. Interest shall accrue on the outstanding principal balance of the Loan at a rate of per annum, calculated on a 365-day year basis.

3.2 Regular Payments. The Client shall make payments of principal and interest in installments of commencing on and thereafter on the day of each month until paid in full.

3.3 Default Interest. Upon occurrence of an Event of Default, interest on the overdue principal and accrued interest shall accrue at a rate equal to the Interest Rate plus per annum.

4. PREPAYMENT

The Client may prepay the Loan in whole or in part at any time without premium or penalty, provided that any prepayment shall be accompanied by accrued interest through the date of prepayment and any other amounts then due under this Agreement.

5. USE OF PROCEEDS

The Client shall apply the proceeds of the Loan solely for the purposes described in the Client's financing request, including working capital, capital expenditures, and other business purposes consistent with the Client's representation made to the Financier.

6. SECURITY

6.1 Security Grant. To secure the payment and performance of the obligations under this Agreement, the Client hereby grants to the Financier a security interest in the collateral described below, if any, and shall execute such security documents and filings as the Financier reasonably requests.

Secured Unsecured

7. REPRESENTATIONS AND WARRANTIES

The Client represents and warrants to the Financier that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction; (b) the execution, delivery and performance of this Agreement are within its powers and have been duly authorized; (c) this Agreement constitutes a legal, valid and binding obligation enforceable against the Client in accordance with its terms; and (d) no event or condition exists that constitutes a material adverse change in the Client's business or financial condition since the date of the Client's most recent financial statements delivered to the Financier.

8. COVENANTS

The Client covenants that, until the Loan is paid in full: (a) it will maintain its corporate existence and comply with all applicable laws; (b) it will provide to the Financier quarterly financial statements within 45 days of quarter end and annual audited financial statements within 120 days of fiscal year end; and (c) it will not grant liens on the collateral except as expressly permitted in writing by the Financier.

9. EVENTS OF DEFAULT; REMEDIES

9.1 Events of Default. The following shall constitute an Event of Default: (a) failure by the Client to pay any principal or interest when due and such failure continues for five (5) days after written notice; (b) any representation or warranty made by the Client proves to be false or misleading in any material respect when made; (c) the Client becomes insolvent or makes an assignment for the benefit of creditors; or (d) the Client fails to perform any covenant and such failure continues for thirty (30) days after notice from the Financier.

9.2 Remedies. Upon the occurrence of an Event of Default, the Financier may, at its option, (a) declare the Loan and all other obligations immediately due and payable; (b) exercise all rights and remedies available under applicable law and the security documents; and (c) pursue collection, enforcement and recovery of attorneys' fees, costs and expenses incurred in connection with such enforcement.

10. FEES AND EXPENSES

The Client shall pay all reasonable costs, fees and expenses incurred by the Financier in connection with the preparation, negotiation, documentation, filing and enforcement of this Agreement and any security or ancillary documents, including reasonable attorneys' fees and filing costs.

11. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the party at the address set forth below by hand, certified mail (return receipt requested), or overnight courier, and shall be effective upon receipt.

12. ASSIGNMENT

Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, provided that the Financier may assign or pledge the Loan or any interest therein to one or more assignees or participants without the Client's consent; any such assignment shall not release the Financier from its obligations hereunder.

13. AMENDMENT; WAIVER

This Agreement may be amended or waived only by a written instrument executed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right, nor shall any single or partial exercise of any right preclude other or further exercises of that right.

14. GOVERNING LAW

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

15. ENTIRE AGREEMENT

This Agreement, together with all schedules and security documents executed in connection herewith, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether oral or written.

16. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and shall be interpreted so as to give effect to the parties' intent to the fullest extent permitted by law.

17. COUNTERPARTS; EXECUTION

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution by electronic or facsimile signature shall be effective as an original signature.

18. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect the interpretation of any provision. Time is of the essence with respect to the Client's payment obligations. The parties shall cooperate in good faith to execute any additional documents reasonably necessary to give effect to the terms of this Agreement.

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