Credit Bridge Agreement

CREDIT BRIDGE AGREEMENT

This Credit Bridge Agreement (the "Agreement") is entered into as of by and between Lender Name: with principal address and Borrower Name: .

RECITALS

WHEREAS, Borrower requires short-term bridge financing to meet immediate working capital and liquidity needs in connection with its ongoing operations and anticipated refinancing or longer-term financing (the "Purpose");

WHEREAS, Lender is willing to make available to Borrower a temporary credit facility on the terms and conditions set forth in this Agreement to enable Borrower to bridge the timing gap prior to permanent financing; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding such bridge financing.

SCOPE OF WORK

LOAN TERMS AND PAYMENT

Principal Amount: Lender agrees to make advances to Borrower up to an aggregate principal amount of (the "Principal").

Interest Rate: Borrower shall pay interest on outstanding principal at a rate of per annum, calculated on the basis of a 365-day year and actual days elapsed.

Late Fee: Any payment not received within days after its due date shall incur a late fee equal to the greater of of the overdue amount or the maximum amount permitted by applicable law.

SECURITY AND COLLATERAL

REPRESENTATIONS, WARRANTIES AND COVENANTS

Each party represents and warrants to the other that: (a) it has full power and authority to enter into and perform under this Agreement; (b) the execution and delivery of this Agreement and the performance hereof have been duly authorized; and (c) when executed and delivered, this Agreement will constitute a valid and binding obligation enforceable in accordance with its terms.

DEFAULT AND REMEDIES

Events of Default include failure to pay principal or interest when due, any material breach of a representation, warranty or covenant, insolvency, appointment of a receiver, or material impairment of Lender's security. Upon an Event of Default, Lender may declare all outstanding amounts immediately due and payable and exercise all rights and remedies available at law or in equity, including foreclosure or sale of collateral, provided that Lender provides any required notices under applicable law.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date:

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Termination shall not relieve Borrower of obligations accrued prior to termination, including repayment of outstanding principal, interest, fees and costs.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party in connection with this Agreement ("Confidential Information"). Confidential Information shall not include information that is or becomes generally available to the public through no fault of the recipient or is required to be disclosed by law, regulation or court order, provided the recipient gives prompt written notice to the disclosing party and cooperates, at the disclosing party's expense, in any lawful attempt to limit such disclosure.

NOTICES

GOVERNING LAW; DISPUTE RESOLUTION

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. The parties shall attempt in good faith to resolve disputes through negotiation; if unresolved, disputes shall be finally resolved by binding arbitration in accordance with commercially reasonable arbitration procedures mutually agreed upon by the parties.

MISCELLANEOUS

Entire Agreement: This Agreement, including all schedules and exhibits executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

Amendment and Waiver: 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 in exercising any right shall operate as a waiver of that right.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be construed to achieve the parties' intent to the fullest extent permitted by law.

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