Legal Cession and Pledge Agreement

LEGAL CESSION AND PLEDGE AGREEMENT

This Legal Cession and Pledge Agreement (the Agreement) is made as of Effective Date: by and between Ceding Party: with principal address at , and Assignee and Pledgee: with principal address at .

RECITALS

WHEREAS, Ceding Party is the legal and beneficial owner of certain assets, rights and interests described herein and in Schedule A: (the Ceded Assets); and

WHEREAS, Ceding Party desires to irrevocably cede and assign to Assignee, and to grant to Assignee a continuing security interest and pledge over the pledged property as security for the Secured Obligations as defined below; and

WHEREAS, Assignee is willing to accept such cession, assignment and pledge on the terms and conditions set forth in this Agreement.

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

1. DEFINITIONS

1.1 "Ceded Assets" means all assets, rights and interests described in Schedule A and any proceeds thereof, including without limitation accounts, receivables, contract rights, intellectual property rights, and proceeds: see description below.

1.2 "Secured Obligations" means all existing and future obligations, liabilities, debts, fees, costs and expenses of the Ceding Party to Assignee whether direct or indirect, absolute or contingent, now existing or hereafter arising, including interest and enforcement expenses: aggregate principal amount as of the Effective Date .

2. CESSION AND ASSIGNMENT

2.1 Cession. Ceding Party hereby irrevocably cedes, assigns and transfers to Assignee, its successors and permitted assigns, all of Ceding Party's right, title and interest in and to the Ceded Assets, said assignment being absolute subject to the limited security interest expressly granted herein for the purpose of securing the Secured Obligations.

2.2 Effect of Cession. From and after the Effective Date, Assignee shall have the right to receive and apply proceeds of the Ceded Assets against the Secured Obligations in accordance with this Agreement and applicable law.

3. GRANT OF PLEDGE AND SECURITY INTEREST

3.1 Grant. To secure payment and performance of the Secured Obligations, Ceding Party grants to Assignee a continuing security interest and pledge over the Pledged Property, consisting of the Ceded Assets and all proceeds, substitutions and replacements thereof.

3.2 Continuing Security. The security interest granted hereunder shall be a continuing security interest and shall secure the Secured Obligations irrespective of the incurrence of additional obligations and unless and until all Secured Obligations are indefeasibly paid in full.

4. PERFECTION AND FURTHER ASSURANCES

4.1 Actions to Perfect. Ceding Party shall execute and deliver to Assignee all financing statements, assignments, control agreements, certificates and other documents and instruments reasonably necessary or desirable, in the reasonable opinion of Assignee, to create, preserve, protect or perfect the security interest granted herein, and to enable Assignee to exercise and enforce rights in respect thereof.

5. REPRESENTATIONS AND WARRANTIES

5.1 Representations of Ceding Party. Ceding Party represents and warrants to Assignee that as of the Effective Date: (a) it has full corporate power and authority to enter into and perform this Agreement; (b) the execution, delivery and performance of this Agreement have been duly authorized; (c) the Ceded Assets are free and clear of any lien, security interest or encumbrance other than those specifically permitted in writing by Assignee; and (d) no consent, filing, governmental authorization or other action is necessary to enable Ceding Party to perform its obligations hereunder except for those filings and actions listed in Section 4.

6. COVENANTS

6.1 Preservation of Rights. Ceding Party shall preserve and not waive or release any rights relating to the Ceded Assets except with the prior written consent of Assignee. Ceding Party shall promptly notify Assignee of any event which may materially impair the value or enforceability of the Ceded Assets.

6.2 Further Assurances. Ceding Party shall, at its expense, execute such further instruments and do such acts as Assignee may reasonably request to carry out the intent of this Agreement.

7. EVENTS OF DEFAULT

7.1 Events of Default. The following shall constitute an Event of Default: (a) failure by Ceding Party to pay or perform any Secured Obligation when due; (b) any representation or warranty made by Ceding Party under this Agreement proves to have been false or misleading in any material respect when made; (c) bankruptcy, insolvency, appointment of a receiver or similar proceedings; or (d) any material breach of this Agreement not cured within the time specified in a written notice from Assignee.

8. REMEDIES

8.1 Remedies on Default. Upon the occurrence and continuance of an Event of Default, Assignee may, without notice (except as required by applicable law), exercise any right or remedy available at law or in equity, including but not limited to: taking possession of, collecting and disposing of the Ceded Assets, applying proceeds to the Secured Obligations, accelerating the Secured Obligations, and exercising any remedies provided by applicable law for enforcement of security interests.

8.2 Cumulative Remedies. The rights and remedies of Assignee provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

9. INDEMNITY

9.1 Indemnification. Ceding Party shall indemnify, defend and hold harmless Assignee from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with any breach of this Agreement by Ceding Party, except to the extent such losses are the result of Assignee's gross negligence or willful misconduct.

10. POWER OF ATTORNEY

10.1 Power of Attorney. Ceding Party irrevocably authorizes and empowers Assignee, at Assignee's option upon the occurrence of an Event of Default, to take such action and to execute and file such instruments on behalf of Ceding Party as Assignee deems necessary to effect perfection, transfer, sale or collection of the Ceded Assets, including execution of assignments, financing statements and notices.

11. NOTICES

11.1 Notices. All notices, requests, consents and communications required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier service, or sent by certified mail, return receipt requested, to the addresses set forth below (or to such other address as a party may designate by written notice).

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflict of laws principles.

13. ENTIRE AGREEMENT

This Agreement, together with any schedules and exhibits hereto, constitutes the entire agreement and understanding among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

14. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought. No failure or delay by Assignee in exercising any right hereunder shall operate as a waiver thereof.

15. 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 the parties shall negotiate in good faith a valid provision to replace the invalid provision while preserving the parties' intent to the fullest extent permitted by law.

16. COUNTERPARTS

This Agreement may be executed in counterparts, each of which when executed shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile or electronic image shall be binding.

17. MISCELLANEOUS

17.1 Assignment. Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that Assignee may assign its rights to any affiliate or in connection with a financing.

17.2 Costs and Expenses. The non-prevailing party in any dispute arising out of or relating to this Agreement shall reimburse the prevailing party for reasonable attorneys' fees and costs incurred in connection with such dispute, to the extent permitted by law.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

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