Shareholder Loan Agreement

SHAREHOLDER LOAN AGREEMENT

This Shareholder Loan Agreement (the "Agreement") is made and entered into as of by and between Lender Name: , a shareholder of the Borrower, and Borrower Name: .

RECITALS

WHEREAS, the Lender agrees to make a loan to the Borrower on the terms and conditions set forth in this Agreement to provide working capital and general corporate purposes; and

WHEREAS, the Borrower desires to borrow and the Lender is willing to lend the principal sum specified below on the terms and conditions set forth herein; and

WHEREAS, the parties intend that the loan be treated as a bona fide indebtedness of the Borrower to the Lender and that their respective rights and remedies be governed by this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the following meanings:

"Principal" means the unpaid principal amount of the Loan as set forth in Section 2. "Maturity Date" means the date on which the entire unpaid Principal and all accrued interest are due and payable under this Agreement. "Default" has the meaning set forth in Section 9.

2. LOAN

2.1 Loan Amount. Subject to the terms and conditions of this Agreement, the Lender shall loan to the Borrower the principal sum of $ (the "Principal").

2.2 Advances. The Principal shall be disbursed to the Borrower on the date hereof or on such other date as the parties mutually agree in writing. No disbursement shall be effective until funds are actually received by the Borrower.

3. INTEREST

3.1 Rate. The unpaid Principal shall accrue interest at a rate of % per annum from and including the date of funding until paid in full, calculated on a 365-day year basis.

3.2 Default Interest. Upon the occurrence of an Event of Default, interest on the overdue amount shall accrue at the lesser of (a) the maximum rate permitted by applicable law and (b) the rate equal to the interest rate set forth in Section 3.1 plus 5.0 percentage points.

4. TERM AND MATURITY

The entire unpaid Principal and all accrued but unpaid interest shall be due and payable on the Maturity Date: . The Borrower shall not be obligated to make any periodic principal payments prior to the Maturity Date except as expressly provided in Section 5.

5. REPAYMENT

5.1 Payment Terms. All payments of Principal and interest shall be made in lawful money of the United States to the account designated by the Lender in writing. The Borrower shall make payments in accordance with the repayment schedule set forth below or such alternate schedule agreed in writing by the parties.

5.2 Application of Payments. Payments shall be applied first to fees and costs, then to accrued interest, and then to Principal, unless otherwise agreed in writing.

6. PREPAYMENT

The Borrower may prepay the Principal in whole or in part at any time without premium or penalty except as set forth below. Any partial prepayment shall not postpone the scheduled Maturity Date unless the Lender expressly agrees in writing.

7. SECURITY; SUBORDINATION

7.1 Security. This Loan shall be unsecured secured as indicated by checking the applicable box. If secured, the Borrower shall execute and deliver all collateral and security agreements reasonably requested by the Lender.

7.2 Subordination. The parties may agree that this Loan shall be subordinated to other indebtedness of the Borrower. If subordinated, indicate here: subordinated not subordinated

8. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) it has full power and authority to enter into and perform its obligations under this Agreement; (c) execution and delivery of this Agreement and performance of its obligations will not violate any law, agreement or instrument binding upon it; and (d) this Agreement constitutes the valid and binding obligation of such party enforceable in accordance with its terms, except as limited by bankruptcy, insolvency, reorganization and similar laws affecting creditors' rights generally and by general equitable principles.

9. COVENANTS

9.1 Affirmative Covenants. The Borrower shall: (a) maintain its corporate existence and good standing; (b) comply with all material laws and regulations; and (c) provide to the Lender, upon request, such financial information as the Lender reasonably requests.

9.2 Negative Covenants. Without the prior written consent of the Lender, the Borrower shall not incur indebtedness senior to this Loan, grant liens on its assets (except as permitted), or make dividends or other distributions to shareholders if such action would materially impair the Borrower's ability to perform under this Agreement.

10. EVENTS OF DEFAULT AND REMEDIES

10.1 Events of Default. The occurrence of any of the following shall constitute an Event of Default: (a) failure to pay any amount when due under this Agreement; (b) breach of any representation, warranty or covenant that remains uncured for thirty (30) days after written notice; (c) insolvency or commencement of bankruptcy proceedings by or against the Borrower; or (d) any material adverse change in the Borrower's business or financial condition that, in the reasonable judgment of the Lender, threatens repayment.

10.2 Remedies. Upon the occurrence of an Event of Default, the Lender may, by notice to the Borrower, declare the entire unpaid Principal and accrued interest immediately due and payable and exercise any rights and remedies provided by law or under any security documents executed in connection with this Agreement.

11. NOTICES

All notices, demands or other communications required or permitted under this Agreement shall be in writing and shall be delivered by hand, nationally recognized overnight carrier, or certified mail (return receipt requested) to the addresses set forth below or to such other address as either party may specify in writing.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to principles of conflicts of laws. The parties consent to the exclusive jurisdiction of the courts located in that jurisdiction for any action arising out of or relating to this Agreement.

13. ENTIRE AGREEMENT

This Agreement 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.

14. AMENDMENT AND 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 any party in exercising any right shall operate as a waiver of that right.

15. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

16. COUNTERPARTS

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. Signatures delivered by electronic means or as facsimiles shall be binding as original signatures.

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