Ownership Control Agreement

OWNERSHIP CONTROL AGREEMENT

This Ownership Control Agreement (the Agreement) is entered into as of by and between Owner Name: and Controller Name: .

RECITALS

WHEREAS, Owner is the legal and beneficial owner of certain equity interests (the Subject Securities) representing ownership in ; and

WHEREAS, Controller desires to obtain the authority necessary to exercise management and voting control over the Subject Securities, and Owner is willing to grant certain control rights on the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights, obligations and remedies with respect to the ownership, transfer and exercise of control over the Subject Securities.

NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Subject Securities" means the equity interests, shares, stock, membership interests or other ownership units identified in Schedule A attached hereto and described as:

"Control" means, with respect to any Person, (i) the power, directly or indirectly, to vote, appoint, designate or otherwise cause the election or selection of a majority of the board of directors or similar governing body of the Company, or (ii) the power to direct or cause the direction of the management and policies of the Company, whether by contract or otherwise.

2. GRANT OF CONTROL

Owner hereby grants to Controller the authority to exercise Control over the Subject Securities to the extent necessary to effectuate the managerial and voting decisions described in this Agreement. Such grant shall be exclusive to the extent set forth in this Agreement and shall include the right to direct voting, consent and other powers incident to ownership of the Subject Securities, subject to the limitations and conditions herein.

3. OWNERSHIP AND TRANSFER RESTRICTIONS

3.1 Transfer Restrictions. Owner shall not sell, assign, pledge, mortgage, encumber, or otherwise Transfer any portion of the Subject Securities except in compliance with the terms of this Agreement. Any Transfer in violation of this Section shall be null and void and of no force or effect, and the Controller shall have the right to seek injunctive relief.

3.2 Right of First Refusal. Prior to any proposed Transfer by Owner (other than to a Permitted Transferee), Owner shall provide Controller with written notice specifying the proposed terms. Controller shall have a period of days to elect to purchase or otherwise acquire the offered Subject Securities on such terms.

3.3 Permitted Transferees. Transfers to affiliates of Owner, transfers by operation of law upon death, incapacity or domestic relations order, or transfers approved in writing by Controller shall be Permitted Transferees, provided that any transferee assumes Owner's obligations under this Agreement in writing.

4. VOTING, MANAGEMENT AND EXERCISE OF CONTROL

4.1 Voting Direction. Owner shall vote and cause to be voted the Subject Securities in accordance with the written direction of Controller on all matters requiring shareholder or member approval, including without limitation election of directors, mergers, consolidation, sale of substantially all assets, and amendments to organizational documents.

4.2 Proxy and Power of Attorney. Owner shall execute and deliver to Controller irrevocable proxies, powers of attorney or similar instruments reasonably necessary or desirable to effectuate the grant of Control hereunder, provided such instruments comply with applicable law.

5. REPRESENTATIONS AND WARRANTIES

5.1 Owner Representations. Owner represents and warrants to Controller as of the date hereof and at each time Owner executes a document under this Agreement that: (a) Owner is the lawful owner of the Subject Securities free and clear of liens, encumbrances and adverse claims except those disclosed in writing; (b) Owner has full power and authority to enter into and perform this Agreement; and (c) the execution and performance of this Agreement do not conflict with any agreement, instrument, or legal obligation binding on Owner.

5.2 Controller Representations. Controller represents and warrants to Owner that Controller has full power and authority to enter into this Agreement and that the performance of Controller's obligations hereunder will not violate any applicable law or order.

6. COVENANTS

6.1 Further Assurances. Each party shall execute and deliver such additional instruments and take such actions as may be reasonably necessary to carry out the purposes and intent of this Agreement.

6.2 No Dilution Without Consent. Owner shall not take any action that would materially dilute the economic or voting interests of the Controller with respect to the Subject Securities without the prior written consent of Controller.

7. REPORTING AND ACCESS TO RECORDS

Owner shall, at Controller's reasonable request and at Owner's expense, deliver certified copies of ownership records, stock or membership ledgers, and other documents reasonably necessary to verify ownership and enforce the terms of this Agreement.

8. REMEDIES

The parties agree that a breach of the covenants or restrictions contained in this Agreement would cause irreparable harm for which monetary damages would not be an adequate remedy. Accordingly, in addition to any other remedies available at law or in equity, the non-breaching party shall be entitled to injunctive relief, specific performance and all other equitable remedies to enforce this Agreement.

9. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any and all losses, liabilities, damages and costs (including reasonable attorneys' fees) arising out of any breach by the indemnifying party of any representation, warranty or covenant contained in this Agreement.

10. TERM AND TERMINATION

10.1 Term. This Agreement shall commence on the date first written above and shall continue until terminated in accordance with this Section.

10.2 Termination. This Agreement may be terminated by mutual written consent of the parties or upon material breach by a party if such breach is not cured within days after written notice thereof.

11. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when personally delivered or three (3) business days after deposit in certified mail, postage prepaid, to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

12. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to choice of law principles. Venue for any dispute arising out of or relating to this Agreement shall be exclusively in the state and federal courts located within such state.

13. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable.

14. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument signed by both parties. No failure or delay by any party in exercising any right shall operate as a waiver of such right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

15. MISCELLANEOUS

The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement. The parties intend that the terms of this Agreement be binding upon and inure to the benefit of their respective successors and permitted assigns.

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