Equity Financing Agreement

EQUITY FINANCING AGREEMENT

This Equity Financing Agreement (the "Agreement") is made effective as of by and between:

Company

Investor

Recitals

WHEREAS, the Company is authorized to issue and allot shares of its equity; and

WHEREAS, the Investor desires to purchase and the Company desires to sell shares of the class and number described below on the terms and conditions set forth herein;

Purchase and Subscription

Subject to the terms and conditions of this Agreement, the Company agrees to sell and the Investor agrees to purchase shares of (the "Shares") at a purchase price of per share, for an aggregate purchase price of (the "Purchase Price").

Closing

The closing of the purchase and sale of the Shares (the "Closing") shall occur on or before at such location as agreed by the parties. At the Closing, the Investor shall pay the Purchase Price by wire transfer or other immediately available funds and the Company shall deliver certificates or electronic issuance evidencing the Shares, free of liens except as expressly provided herein.

Company Representations and Warranties

The Company hereby represents and warrants to the Investor that, as of the Effective Date and as of the Closing:

(a) Organization and Authority: The Company is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation and has full corporate power and authority to execute and perform this Agreement.

(b) Capitalization: The authorized and outstanding capital stock of the Company is as set forth on the capitalization schedule delivered to the Investor; issuance of the Shares will be duly authorized and when issued, paid for and delivered in accordance with this Agreement, will be validly issued, fully paid and non-assessable.

(c) No Conflicts: The execution, delivery and performance of this Agreement will not violate the Company's organizational documents or any material agreement, judgment or law applicable to the Company.

(d) Compliance with Laws: The Company is in compliance with all material laws and has obtained all material permits and consents necessary for its business as currently conducted.

Investor Representations and Warranties

The Investor represents and warrants to the Company that:

(a) Authority: The Investor has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.

(b) Investment Purpose and Restrictions: The Investor is acquiring the Shares for investment for its own account and not with a view to distribution in violation of applicable securities laws.

(c) Accredited Investor: The Investor is an accredited investor under applicable definitions and has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the prospective investment.

Conditions to Closing

The obligations of each party at the Closing are subject to customary conditions, including without limitation: (i) the representations and warranties of the other party being true and correct in all material respects as of the Closing; (ii) the other party having performed its covenants required to be performed prior to the Closing; and (iii) delivery of such certificates, incumbency certificates, officer certificates and opinions of counsel as reasonably requested.

Covenants

The Company covenants to use the proceeds of the financing for working capital, capital expenditures and general corporate purposes, subject to the Company's charter and applicable law. The Company shall provide the Investor with periodic financial statements as reasonably requested consistent with historical reporting practices.

Transfer Restrictions; Legends

The Shares shall bear such legends or other restrictions as required under applicable securities laws and the Company's organizational documents. Transfer of the Shares shall be subject to the Company's right of first refusal, buy-back provisions, and any other transfer restrictions contained in the Company's governing documents.

Indemnification

Each party shall indemnify, defend and hold harmless the other party and its affiliates from and against any losses, claims, damages, liabilities or expenses arising out of any breach by the indemnifying party of its representations, warranties or covenants set forth in this Agreement, subject to customary limitations and procedures for indemnification.

Tax Treatment

Each party acknowledges that it is responsible for its own tax obligations arising from the transactions contemplated by this Agreement. The Company makes no representation as to the tax consequences of the purchase or ownership of the Shares.

Confidentiality

All non-public information exchanged among the parties in connection with this Agreement shall be treated as confidential and may only be used for purposes of evaluating and consummating the transactions contemplated hereby, except as required by law or pursuant to fiduciary duties.

Remedies; Default

Upon any uncured material breach of this Agreement, the non-breaching party shall be entitled to pursue all remedies available at law or in equity, including specific performance and injunctive relief, without limitation.

Governing Law

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

Notices

All notices, requests, consents, claims, demands and other communications hereunder shall be in writing and addressed as follows (or to such other address as a party may designate by notice):

Miscellaneous

This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. No amendment or waiver of any provision of this Agreement shall be effective unless in a writing signed by the party against whom enforcement is sought. If any provision is held invalid, the remainder shall continue in full force and effect. This Agreement may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one instrument.

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