[AGREEMENT]

AGREEMENT

[BETWEEN] [AMONG]:

(1)

[

] (the "Board")

(2)

[

]

[and

(3)

[

]]

([together,] the "Junior Funders"17)

IT IS AGREED AS FOLLOWS:




___________________________________________________________________

17 There may be more than one Junior Funder - the use of the term in the Agreement should be checked.