Agreement Draft

THIS AGREEMENT, dated [AGREEMENT DATE] is entered into amongst the following individuals constituting all of the current shareholders of [CORPORATION] (“Corporation”): [SHAREHOLDER 1] [SHAREHOLDER 2] [SHAREHOLDER 3] [SHAREHOLDER 4] (referred to collectively as “Shareholders” and individually as “Shareholder”) and the Corporation. Article 1 – Purpose of Agreement 1.1 The Shareholders are all the shareholders of the Corporation, a [STATE OF INCORPORATION] corporation and are the sole Directors and Officers of the Corporation. 1.2. The Shareholders are entering into this Shareholder Agreement to provide for the management and control of the affairs of the Corporation, including management of the business, division of profits, disposition of shares, and distribution of assets on liquidation. Article 2 – Shares Subject to Agreement 2.1. The Shareholders listed above own the number of shares of common stock, and approximate percentage of company ownership, as listed below: Name Number of Shares Percentage of Ownership [SHAREHOLDER 1] [SHARES 1] [PERCENT 1] [SHAREHOLDER 2] [SHARES 2] [PERCENT 2] [SHAREHOLDER 3] [SHARES 3] [PERCENT 3] [SHAREHOLDER 4] [SHARES 4] [PERCENT 4] 2.2. The shares listed above constitute all of the issued and outstanding capital stock of the Corporation. The Corporation acknowledges receipt from each Shareholder of the full consideration for the respective shares listed above, and each Shareholder acknowledges receipt of certificates representing his or her shares. All of the shares listed above and any additional shares of the capital stock of the Corporation that may be acquired by the Shareholders in the future shall be subject to this Agreement. Article 3 – Management and Control 3.1. Board of Directors. Subject to termination in accordance with this Agreement, each Shareholder to this Agreement will be a director of the Corporation. 3.2. Authority of Directors. During the term of this Agreement, the directors will, when appropriate, perform the following acts: 3.2.1. Determine in good faith the “current assets” of the Corporation for purposes of corporate distributions as required by the California Corporations Code; 3.2.2. Cause an quarterly report to be sent to the Shareholders not later than 30 days after the close of the quarter year, such quarterly report will be used to identify and approve any distributions in accordance with this Agreement; 3.2.3. After filing the Corporation’s original Articles of Incorporation, file any informational certificates that may be required by the California Secretary of State; 3.2.4. Cause the Corporation to maintain the books, records, and other documents required by California law; 3.2.5. Use best efforts to cause the business of the corporation in accordance with sound business practices. 3.3. President. Subject to the limitations in Section 3.7, the President of the Corporation will be its managing officer. The President will control the day-to-day operations of the business and affairs of the Corporation, including the following: [PRESIDENT ACTIONS W/O APPROVAL]. 3.4. Vice President. Subject to the limitations in Section 3.7, the Vice President of the Corporation will [VICE PRESIDENT DUTIES]. 3.5. Treasurer. Subject to the limitations in Section 3.7, the Treasurer of the Corporation will [TREASURER DUTIES]. 3.6. Secretary. Subject to the limitations in Section 3.7, the Secretary of the Corporation will [SECRETARY DUTIES]. 3.7. Limitations on actions of officers. The following actions shall not be made by any one Officer without the approval of all Officers of the Corporation: [JOINT APPROVAL REQUIRED ACTIONS]. 3.8. Approval of All Shareholders. Notwithstanding any contrary provisions in this Shareholder Agreement, the written consent of all of the Shareholders is required to approve the following actions: mergers or consolidations involving the Corporation; amendment or repeal of the Articles of Incorporation of the Corporation; issuance of shares of any class or other rights relating to the issuance of shares of the Corporation; transfer of all, or substantially all, the assets of the Corporation; amendment of this Shareholder Agreement; or voluntary dissolution of the Corporation. 3.9. Employment of Shareholders. Shareholders may be employed as officers of the Corporation, as long as they hold shares of stock of the Corporation, are active in its business, and, in a satisfactory manner, perform their duties and responsibilities as set forth in this Agreement, the Articles of Incorporation and the Bylaws of the Corporation. The title, duties, and the other terms of employment, including the annual salary, will be memorialized in a separate document and must be both approved, and only may be subsequently altered, only by the unanimous written consent of the Shareholders. Article 4 – Noncompetition and Trade Secrets 4.1. Noncompetition. Each Shareholder agrees that as long as he or she is the owner, or in control of, any of the Corporation’s shares, the Shareholder will not be employed, concerned, or financially interested, either directly or indirectly, in the same or a similar business as that conducted by the Corporation, or compete with the Corporation. 4.2. Trade Secrets. Each Shareholder acknowledges that the customer lists, trade secrets, processes, methods, and technical information of the Corporation and any other matters designated by the President or by the written consent of all Shareholders are valuable assets. Unless he or she obtains the written consent of each of the other Shareholders, each Shareholder agrees never to disclose to any individual or organization, except in authorized connection with the business of the Corporation, any customer list, or any name on that list, or any trade secret, process, or other matter referred to in this paragraph while the Shareholder holds, or has the control of, any shares of the Corporation, or at any later time. Article 5 – Distributions of Income and Losses 5.1. Determination of Net Income and Loss. The net profits or net losses of the Corporation for each fiscal year will be determined on an accrual basis in accordance with generally accepted principles of accounting. 5.2. Retaining Net Income. The Corporation will retain [RETAINED INCOME THRESHOLD] (Rs.[RETAINED INCOME DOLLAR AMOUNT]) of its net income, plus any additional amount the Shareholders reasonably believe necessary to meet financial needs of the Corporation, including, but not limited to the development or expansion of its business. 5.3. Regular Distributions of Net Income. Subject to any retained earnings and to the statutory requirements related to corporate distributions, the net income of the Corporation may be distributed quarterly to the Shareholders in proportion to the number of shares of the Corporation owned by them. Such distributions shall be approved by all Shareholders. Shareholders may elect to not take a distribution, but instead offer the moneys as a loan to the Corporation. Article 6 – Shareholder Loans To The Corporation 6.1. Loan conditions. A Shareholder may issue a loan to the Corporation upon approval by all Shareholders and only under the following conditions, unless otherwise agreed upon. [SHAREHOLDER LOAN CONDITIONS]. 6.2. Repayment. Repayment of Shareholder loans by the Corporation shall occur when the Shareholders agree that there are enough corporate funds to pay the loan. Loans to Shareholders shall be paid in order of priority with the oldest loan being paid first, unless the Shareholder waives such write to first payment. Article 7 – Dissolution of Corporation 7.1. Unanimous consent required. All Shareholders must consent to voluntary dissolution. 7.2. Procedures for dissolution. On commencement of dissolution proceedings (either by election of all Shareholders or otherwise), the Corporation will cease to carry on business except as necessary to wind up its business and distribute its assets. The President, or any Shareholder or Shareholders appointed by the President, will perform the following acts, as necessary, to wind up the affairs of the Corporation: • Continue the business as necessary for the winding up of the affairs of the Corporation; • Carry out contracts and collect, pay, compromise, and settle debts and claims for or against the Corporation (including participating in litigation, whether as plaintiff or defendant relating to the same); • Sell at public or private sale, exchange, convey, or otherwise dispose of all or any part of the assets of the Corporation for cash in an amount considered reasonable by the President, or his or her appointee(s); • Make contracts and take any steps in the name of the Corporation that are necessary or convenient in order to wind up the affairs of the Corporation; and/or • Employ agents and attorneys to liquidate and wind up the affairs of the Corporation. 7.3. Distribution of assets. As part of the dissolution process, the President, or the President’s appointee(s), will apply the assets of the Corporation in the following order: • To all debts and liabilities of the Corporation in accordance with the law, including the expenses of dissolution and liquidation, but excluding any Shareholder loans; • To all Shareholder loans, with unpaid interest; • To undistributed net profits of the Corporation; • To repayment of the purchase price of the shares of the Corporation actually paid by each Shareholder; and, finally, should any assets remain; • To the Shareholders in proportion to the number of shares of the Corporation held by each. Article 8 – Transfer of Shares 8.1. Shares Acquired for Investment. Each of the Shareholders acknowledges and represents that he or she has obtained and accepted his or her shares in good faith, for investment and for his or her own account, and not with a view to distribution or resale. 8.2. Restrictions on Transfer. To accomplish the purposes of this Agreement, any transfer, sale, assignment, or encumbrance of any of the shares of the Corporation, other than according to the terms of this Shareholder Agreement is void. 8.3. Buy-Sell Upon Death of Shareholder. Upon the death of a Shareholder, the Corporation shall purchase, and the deceased Shareholder’s estate or successor or successors in interest (the ”Deceased Shareholder”), shall sell, all the Corporation’s stock presently owned by such Stockholder. This sale will be made within sixty (60) days after the appointment of a legal representative for the Deceased Shareholder’s estate. 8.4. Buy-Sell for Other Reasons. A Shareholder may voluntarily sell all the Corporation’s stock presently owned by such Shareholder (“Departing Shareholder”). Any and all sales hereunder with respect to the Departing Shareholder shall be made within sixty (60) days after written notice of intent to sell served on the Corporation and the remaining Shareholders. 8.5. Right of First Refusal. In the event of mandatory or voluntary buy-sell under this Section, the non-departing or surviving Shareholder shall have the right of first refusal to purchase all shares that would otherwise be repurchased by the Corporation at the purchase price set forth above. To exercise this right, the non-departing or surviving Shareholders provide written notice to the Corporation no later than ten (10) days prior to the effective date of sale. Article 9 – Dispute Resolution 9.1. Any dispute relating to this Shareholder Agreement, or arising out of or relating to operations of the Corporation, or the rights or obligations of the Shareholders, shall be settled by: [RESOLUTION OPTIONS]. Article 10 – Miscellaneous Provisions 10.1. Necessary Acts. All parties to this Shareholder Agreement will perform any acts, including executing any documents, that may be reasonably necessary to fully carry out the provisions and intent of this Agreement. 10.2. Notices. All notices, demands, requests, or other communications required or permitted by this Shareholder Agreement (other than routine communication relative to business operations) will be in writing sent to the following: [CORPORATION] [CORPORATION ADDRESS] [CORPORATION CITY], [CORPORATION STATE], CORPORATION ZIP] [SHAREHOLDER 1] [SHAREHOLDER 1 ADDRESS] [SHAREHOLDER 1 CITY], [SHAREHOLDER 1 STATE], [SHAREHOLDER 1 ZIP] [SHAREHOLDER 2] [SHAREHOLDER 2 ADDRESS] [SHAREHOLDER 2 CITY], [SHAREHOLDER 2 STATE], [SHAREHOLDER 2 ZIP] [SHAREHOLDER 3] [SHAREHOLDER 3 ADDRESS] [SHAREHOLDER 3 CITY], [SHAREHOLDER 3 STATE], [SHAREHOLDER 3 ZIP] [SHAREHOLDER 4] [SHAREHOLDER 4 ADDRESS] [SHAREHOLDER 4 CITY], [SHAREHOLDER 4 STATE], [SHAREHOLDER 4 ZIP] 10.3. Attorneys’ Fees. In the event of any litigation concerning this Shareholder, the prevailing party shall be entitled, in addition to any other relief that may be granted, to reasonable attorneys’ fees. 10.4. Binding on Successors and Assigns. This Agreement will be binding on the parties to the Agreement and on each of their heirs, executors, administrators, successors, and assigns. 10.5. Severability. If any provision is unenforceable or invalid for any reason, the remaining provisions shall be unaffected by such a holding. 10.6. Governing Law. This Agreement shall be construed according to and governed by the laws of the State of California. 10.7. Entire Agreement. This document constitutes the entire Shareholder Agreement of the Corporation and correctly sets forth the rights, duties, and obligations of each Shareholder and of each Shareholder to the other. Any modifications must be in writing and approved by all Shareholders. Executed on [DATE OF SIGNING] at [CITY AND STATE OF SIGNING]. THE SHAREHOLDERS _______________________________ _______________________________ [SHAREHOLDER 1] [SHAREHOLDER 2] _______________________________ _______________________________ [SHAREHOLDER 3] [SHAREHOLDER 4]

Effective ______________ 20 (“Effective Date”), ___________, an individual (“Advisor”), and ___________ Corporation, a ___________ (“Company”), agree as follows: Whereas, until the Effective Date of this Agreement, Advisor was an employee of Company and served as its Chief Executive Officer and member of its Board of Directors; and Whereas, Company and Advisor have agreed that Advisor will resign as an employee and officer, and as a member of the Board of Directors, on the Effective Date pursuant to the terms and conditions of a separation agreement (the “Separation Agreement”) and will transition immediately into the role of “Senior Advisor” in accordance with the terms of this Agreement; Wherefore, Advisor and Company agree as follows: 1. Services and Payment. Advisor agrees to undertake and complete the Services, and abide by the terms, set forth in Exhibit A in accordance with and on the schedule specified in Exhibit A. As the only consideration due Advisor regarding the subject matter of this agreement (“Agreement”), Company will pay Advisor in accordance with Exhibit A. 2. Ownership Rights; Proprietary Information; Publicity. a. Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by Advisor during the term of this Agreement that relate to the subject matter of, or arise out of, the Services or any Proprietary Information (as defined below) (collectively, “Inventions”) and Advisor will promptly disclose and provide all Inventions to Company. Advisor hereby makes all assignments necessary to accomplish the foregoing ownership. Advisor shall further assist Company, at Company’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned. Advisor hereby irrevocably designates and appoints Company as its agent and attorney-in-fact, coupled with an interest, to act for and on Advisor’s behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Advisor. b. Advisor agrees that all Inventions and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees) Advisor develops, learns or obtains in connection with Services or that are received by or for Company in confidence, constitute “Proprietary Information.” Advisor will hold in confidence and not disclose or, except in performing the Services, use any Proprietary Information. However, Advisor shall not be obligated under this paragraph with ________________________________________ respect to information Advisor can document is or becomes readily publicly available without restriction through no fault of Advisor. Upon termination and as otherwise requested by Company, Advisor will promptly return to Company all items and copies containing or embodying Proprietary Information, except that Advisor may keep its personal copies of its compensation records and this Agreement. Advisor also recognizes and agrees that Advisor has no expectation of privacy with respect to Company’s telecommunications, networking or information processing systems (including, without limitation, stored computer files, email messages and voice messages) and that Advisor’s activity, and any files or messages, on or using any of those systems may be monitored at any time without notice. c. To the extent allowed by law, Section 2.a and any license to Company hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like. To the extent any of the foregoing is ineffective under applicable law, Advisor hereby provides any and all ratifications and consents necessary to accomplish the purposes of the foregoing to the extent possible. Advisor will confirm any such ratifications and consents from time to time as requested by Company. If any other person provides any Services, Advisor will obtain the foregoing ratifications, consents and authorizations from such person for Company’s exclusive benefit. d. If any part of the Services or Inventions is based on, incorporates, or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed and otherwise exploited without using or violating technology or intellectual property rights owned or licensed by Advisor and not assigned hereunder, Advisor hereby grants Company and its successors a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such technology and intellectual property rights in support of Company’s exercise or exploitation of the Services, Inventions, other work performed hereunder, or any assigned rights (including any modifications, improvements and derivatives of any of them). 3. Warranty. Advisor warrants that: (i) the Services will be performed in a professional and workmanlike manner and that none of such Services nor any part of this Agreement is or will be inconsistent with any obligation Advisor may have to others; (ii) all work under this Agreement shall be Advisor’s original work and none of the Services or Inventions or any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, Advisor); and, (iii) Advisor has the full right to allow him to provide the Company with the assignments and rights provided for herein. ________________________________________ 4. Former or Conflicting Obligations. Advisor represents and warrants to the Company that Advisor will not disclose to the Company, or use, or induce the Company to use, any proprietary information or trade secrets of others. Advisor represents that Advisor’s performance of services under this Agreement will not breach any agreement not to compete with others or any agreement to keep in confidence proprietary information acquired by Advisor in confidence or in trust prior to the Effective Date. Advisor certifies that Advisor has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Advisor from complying with the provisions hereof. 5. Termination. a. This Agreement will automatically terminate on the last day of the term specified on Exhibit A. Prior to such date, either party may terminate this Agreement with or without cause upon notice to the other party. Upon termination, the Company shall pay Advisor all unpaid, undisputed amounts due for the Services completed prior to such termination within ten (10) business days of the date of termination. In addition, if this Agreement is terminated by the Company other than by reason of a material breach by Advisor of the terms of this Agreement or the Separation Agreement, then Advisor shall be entitled to the remedies specifically identified on Exhibit A. b. Sections 2 through 9 of this Agreement and any remedies for breach of this Agreement shall survive any termination or expiration. 6. Independent Contractor; No Employee Benefits. Advisor is an independent contractor (not an employee or other agent) solely responsible for the manner and hours in which Services are performed, is solely responsible for all taxes, withholdings, and other statutory, regulatory or contractual obligations of any sort (including, but not limited to, those relating to workers’ compensation, disability insurance, Social Security, unemployment compensation coverage, the Fair Labor Standards Act, income taxes, etc.), and is not entitled to participate in any employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs, subject to the exceptions explicitly set forth in Exhibit A. 7. Assignment. This Agreement and the services contemplated hereunder are personal to Advisor and Advisor shall not have the right or ability to assign, transfer, or subcontract any obligations under this Agreement without the written consent of Company. Any attempt to do so shall be void. The Company may assign its rights and obligations under this agreement in whole or part to any successor to all or substantially all of the business and/or assets of the Company. ________________________________________ 8. Notice. Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed & registered or certified mail, return receipt requested and postage prepaid. In the case of Advisor, mailed notices shall be addressed to him at the home address which he most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary. 9. Miscellaneous. Any breach of Section 2 or 3 will cause irreparable harm to the Company for which damages would not be an adequate remedy, and therefore the Company will be entitled to injunctive relief with respect thereto in addition to any other remedies. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. This Agreement, together with the Separation Agreement, constitutes the entire agreement between Advisor and the Company regarding the subject matter of this Agreement and renders null and void all prior and contemporaneous written or oral agreements between Advisor and the Company regarding the subject matter of this Agreement. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws provisions thereof. Headings herein are for convenience of reference only and shall in no way affect interpretation of the Agreement. ________________________________________ ADVISOR ___________ CORPORATION /s/ ___________ By ___________ Name: Title: Address: ________________________________________ EXHIBIT A 1. Term: From the Effective Date through April 7, 2013. 2. Reporting to the Chief Executive Officer (the “CEO”). 3. The only consideration due Advisor for the Services (as defined below) during the Term shall be: a. The payment of a $12,500 per month fee, payable at the end of each month during the Term. b. The continued vesting of (a) one-third (1/3) of the restricted stock units and one-third (1/3) of the stock options granted to Advisor on April 7, 2011, and (b) 34,804 of the stock options (non-qualified) and 3,122 of the stock options (incentive stock options) granted to Advisor on April 30, 2010 (collectively, the “Continuing Equity”), subject to Advisor’s continued Services pursuant to this Agreement during the Term; provided, however, that notwithstanding any agreement to the contrary, the Continuing Equity shall not be subject to accelerated vesting upon or in connection with a change in control of the Company or otherwise, except that (i) if Company terminates this Agreement other than by reason of a material breach by Advisor of the terms of this Agreement or the Separation Agreement, the Continuing Equity shall immediately vest, subject to Advisor’s execution and non-revocation of a general release of claims in a form provided by the Company, and (ii) as provided in subsection c immediately below. Advisor expressly acknowledges that the balance of the restricted stock units and stock options granted to Advisor on April 7, 2011 and April 30, 2010, and the unvested portion of any other equity compensation awards, other than the Continuing Equity, terminate on the Effective Date, and shall never become vested, notwithstanding Advisor’s continued Service pursuant to this Agreement or otherwise. The parties also acknowledge that Advisor’s stock options which have vested on or prior to the Effective Date, or which vest pursuant to this Agreement, shall remain exercisable during Advisor’s continued Service pursuant to this Agreement, and thereafter, in accordance with the terms of the applicable stock option agreements. c. If the Company is subject to a Change of Control (as defined in Advisor’s prior Change of Control Severance Agreement with the Company dated June 8, 2010, which, for the avoidance of doubt, terminated on the Effective Date) during the Term, and the Company or its successor terminates this Agreement without Cause ________________________________________ (as defined below), the Continuing Equity shall immediately vest. For this purpose, “Cause” means: (i) Advisor’s commission of a felony, an act involving moral turpitude, or an act constituting common law fraud, which has a material adverse effect on the business or affairs of the Company or its affiliates or stockholders; or (ii) Advisor’s intentional breach of Company confidential information obligations which has an adverse effect on the Company or its affiliates or stockholders; provided that for these purposes, no act or failure to act shall be considered “intentional” unless it is done, or omitted to be done, in bad faith without a reasonable belief that the action or omission is in the best interests of the Company. For the avoidance of doubt, a material breach of this Agreement shall not be considered “Cause” unless specifically covered by the foregoing definition. d. Continued coverage under the Company’s health plan or, if not permitted under the terms of the plan, and if Advisor elects to continue group health insurance coverage the payment by the Company of the monthly premium for him and, if applicable, his dependents until the earliest of (a) the expiration of the Term, (b) the expiration of his continuation coverage or (c) the first day of Advisor’s eligibility to participate in a comparable group health plan maintained by a subsequent employer. 4. Expenses, including for pre-approved travel, will be reimbursed by the Company in accordance with the Company’s then-current expense reimbursement policy. 5. “Services” means work conducted by Advisor at the direct request of the Company’s CEO and consultation with the lead director/chairman of the Board of Directors as requested. Initial Services during the first few weeks of the Term shall include transition of business details and travel to Korea to meet with customers. Ongoing Services shall include advice with regard to customer relationships with Samsung, Hynix and Japanese customers. After the first month of the Term, Advisor is expected to be available for phone calls on average of up to two hours per week in the aggregate. Consultation with the lead director/chairman, if requested, is not expected to exceed two hours per week on average. The Company shall provide reasonable advance notice of the Services to be requested to accommodate Advisor’s schedule.

This SECURITY INSTALLMENT AGREEMENT, by and between the Consortium comprised of <NAME ALL TOWNS/CITIES/VILLAGES of , _________ (Lender) and (Borrower), , with its principal place of business at , is effective this ______ day of ________, _____, the first day on which all parties hereto have executed it. PART I DEFINITIONS A) As used in this document, the words and phrases set forth below shall have the following meanings: 1) “Agency” means a business or organization providing a particular service on behalf of another business, person, or group. 2) “Agency Procedures” means the procedures of the Agency described as Agency procedures for the Agency, as they may be amended from time to time. A copy may be found in the Grants Management Guide; users are encouraged to consult staff for current language. 3) “Borrower" means . 4) "Collateral" means . 5) “Consortium” means the . 6) “Conversion” means changing the form of financing of a project, e.g. from bridge financing to permanent financing, that does not increase the amount of debt. 7) "Debt" means the Loan which this document secures, any and all renewals thereof, the indebtedness represented thereby, and any other indebtedness which is now or may hereafter become due and owed from Borrower to Lender. 8) "Encumbrances" means those liens and encumbrances described in Appendix 1 to this Loan Agreement, listed in the order of their priority. 9) "Grant" means the awarded to the Consortium, the terms of which are reflected in the Grant Agreement. 10) “Grant Agreement” means Grant Agreement #____/__IG(__) between the Consortium and the State of Vermont, Agency of Commerce and Community Development, including all attachments and amendments thereto. 11) “Grantee” means the Consortium comprised of that has received the Grant, all of which are jointly and severally liable for the entire Grant. 12) "HUD" means the U.S. Department of Housing and Urban Development. 13) “Lead Grantee” means the . 14) “Lender" means the Consortium comprised of . 15) "Loan Agreement" means this Loan and SECURITY INSTALLMENT AGREEMENT. 16) “National Objective” means the specific goals and purposes of this project set forth in Attachment B of the Grant Agreement, which must address the purposes set forth in Title I. 17) “Personal guarantee” means the guarantee of a principal of Borrower that, in the event of Borrower’s default with respect to this Loan, the principal shall repay any overdue installment or installments, or the entire amount of principal and interest, that are due and payable. If the principal of Borrower is married, the principal’s spouse shall also sign and be bound by the personal guarantee. 18) “Personal property” means the personal property owned or to be acquired by Borrower for the project as described in Appendix 2 hereto and to be described in the UCC-1. 19) "Project" means the project as described in Attachment B of the Grant Agreement. 20) “Real property” means the real property (including improvements) described in Appendix 3 to this Loan Agreement, subject to the Encumbrances described in Appendix 1 to this Loan Agreement. 21) "Refinancing" means the restructuring of all or a portion of a debt. 22) "Sale" means the exchange, transfer or other disposition, in consideration of something of value, or series of related sales, exchanges, transfers or dispositions of all or substantially all of the real property, personal property or both, which transfers title and possession of the property. Sale includes but is not limited to a sale under foreclosure (including a non-judicial foreclosure sale pursuant) or a sale in lieu of or transfer pursuant to condemnation by a public authority. 23) “Secretary” means the Secretary of the Agency. 24) "Security Interest" means the UCC-1, evidencing the interest in the Personal Property, and the mortgage, evidencing the interest in the real property, given to Lender pursuant to this Loan Agreement. 25) "Senior Debt" means loan(s) or other financing arrangements for the Project from the Senior Lenders, including, without limitation, construction, bridge and take out financing(s), which indebtedness will be secured by mortgage and security interests in the Project; the term "Senior Debt" includes, without limitation, any refinancing or other loan made for the Project, the proceeds of which are used to repay or discharge existing Senior Debt. 26) "Senior lenders", if any, means . 27) “Standby Agreement” means an agreement signed by Lender, Borrower and all persons who own 20% or more of Borrower, or to whom Borrower owes a debt and who have agreed to forego repayment of that debt without prior written permission of Lender. PART II CONSORTIUM A) A grant to a consortium goes to all member municipalities. Each municipality is jointly and severally liable for performing all of grantees’ and lender’s obligations under the Grant Agreement and all related documents. B) For efficiency of management, a lead grantee is named to serve as agent for the consortium. The lead grantee executes documents on behalf of the consortium, maintains the consortium’s official files, and otherwise acts on behalf of the consortium. C) However, the loan is from the grantees as a group; the lender is the consortium, not the lead grantee. The legislative body of each member municipality of the consortium must pass all resolutions required. D) The borrower may be located in a municipality different from the lead grantee. All documents related to a grant to a consortium that must be filed in land records are filed in the land records of the municipality in which the principal place of business, or the particular aided enterprise, of the borrower is located. PART III CONSIDERATION AND INCORPORATION OF GRANT AGREEMENT A) Lender makes this Loan to Borrower pursuant to, and as consideration for Borrower’s activities as set forth in, the Grant Agreement, which is incorporated herein by reference, and a copy of which Borrower and Lender maintain in their respective files. B) Borrower agrees to repay the Loan under the terms of Borrower’s Promissory Note to Lender in the amount of _______ dollars ($______.__) dated _______, . PART IV SURVIVAL OF THIS LOAN AGREEMENT A) This Loan Agreement shall survive the closing contemplated hereunder, and all obligations pursuant to this Agreement of each party hereto shall continue until the Loan has been repaid in full. PART V PURPOSE OF THE LOAN A) The purpose of this loan shall be to support the project and the achievement of the National Objective, as described in Attachment B of the Grant Agreement. The proceeds of this Loan shall be used solely for Borrower’s specific activities in connection with the Grant. PART VI TERMS OF THE LOAN A) This Loan is in the amount of _______________ dollars ($_______.00), at __% interest per year, compounded , for a period of ___ years. B) Payments of principal and interest in the amount of $_____.__, payable on the ______ day of each , shall begin on _________, _______, and the Loan shall be fully repaid no later than ________________. PART VII PREPAYMENT A) Borrower may prepay any portion or all of this Loan at any time without penalty. Any amounts paid in excess of the regular payment due shall be applied to reduce the principal amount of the Loan. PART VIII SECURITY A) Borrower hereby grants to Lender as security for this loan: 1) ; 2) ; 3) ; 4) PART IX PRIORITY A) The priority of each security interest set forth above shall be as follows: PART X LENDER’S COVENANTS A) LOAN: Lender shall, in accordance with the terms and conditions of the Grant Agreement, make this Loan to Borrower. B) DISBURSEMENTS: Disbursements shall be made up to the loan maximum, upon request by Borrower, outlining the purposes for which the funds shall be used, so long as the request is in accordance with applicable federal and State law, regulation and procedure, and the Grant Agreement. C) PAYMENTS BY LENDER: Lender shall have the right, in Lender’s sole discretion, to make payments to protect this Loan. All such payments shall be added to the principal of this Loan, and interest at the rate of this Loan shall accrue thereon from the date the payment is made. PART XI BORROWER’S REPRESENTATIONS A) VERMONT BUSINESS: Borrower certifies that, as of the date of execution of this Agreement, Borrower has secured a currently effective certificate of authority to do business in the State of Vermont, a copy of which Borrower has provided to Lender. B) OTHER RESOURCES: Borrower hereby certifies that Borrower has provided to Lender documentation of firm commitments of the Other Resources identified in Attachment B of the Grant Agreement, including the purpose for which they are to be used and any conditions attached to their expenditure. C) CERTIFICATIONS: Borrower hereby makes the following additional certifications, in form satisfactory to Lender, that, as of the date of execution of this Agreement: 1) Borrower is in good standing with respect to, or in full compliance with a plan to pay, any and all federal, state and local taxes. 2) Borrower is current on or is in full compliance with a plan to pay, any and all debt financing. 3) there are no liens, judgments or other encumbrances, other than those recorded in the land records of Grantee or disclosed to the Agency prior to execution of the Grant Agreement, or disclosed no later than at the execution of this Loan and SECURITY INSTALLMENT AGREEMENT. 4) Borrower’s representations with respect to the financial and operational aspects of the business in the written documents previously provided to the Lender remain accurate and not misleading. PART XII BORROWER’S COVENANTS A) NATIONAL OBJECTIVE: Borrower commits to achieve the National Objective as identified in Attachment B of the Grant Agreement, and to maintain documentation as may be required by the Grant Agreement and otherwise necessary to clearly demonstrate that Borrower has achieved the National Objective. B) NOTICE OF CHANGE: Borrower, its successors and assigns, for a period of five years from the Completion Date set forth in the Grant Agreement, shall give timely notice to the Grantee and to the Agency should there be the anticipation of a sale of all or a portion of the facility assisted using funds to any person or entity who will use it for any changed purpose, of discontinuance of operation of all or a portion of the facility, or of material alteration or expansion of its purpose of function. All such actions shall constitute a default, in which case Grantee may exercise all options available at law as may be required to protect or recapture the funds made available. C) INSURANCE: For the duration of the Loan, or for a period beginning with the execution of this Loan and SECURITY INSTALLMENT AGREEMENT and continuing for at least 5 years after the Completion Date, whichever is longer, Borrower shall take out, pay for and keep in full force, insurance on the Collateral against such risks, in such amounts, with such insurance carrier, and with such loss payable clause as shall be satisfactory to Lender, and shall furnish Lender with the satisfactory evidence of such insurance. D) PERMITS: Borrower shall secure all federal, state and local permits that are necessary, and shall comply with any conditions related to the disbursement of funds imposed by agencies requiring them. Borrower has identified all permits necessary for the project and has secured those necessary to commence activities. E) EMPLOYMENT AGREEMENT: Borrower shall enter into and comply with the terms of an Employment Agreement if required by the Grant Agreement. F) REPORTS: Borrower shall submit financial and operational reports to Lender as Lender may reasonably request, and Lender shall have access to the records of the business during normal business hours or as arranged in advance. Borrower’s failure to provide such information as requested within and/or the provision of information that appears to be inaccurate or incomplete, unless remedied within 15 days, shall constitute an event of default. G) NO FINANCIAL CHANGE: Borrower shall make no material change in the financial or operational aspects of the business, specifically including but not limited to the borrowing of additional money, the granting of additional liens significantly altering the plan for capital expenditures, salaries of partners or employees, or Borrower's product or service, without the prior written consent of Lender, except as otherwise provided for in this Loan Agreement. H) OTHER LIENS AND ENCUMBRANCES: Borrower shall use no proceeds of this Loan to discharge any lien or other encumbrance. I) REFINANCING: Borrower shall not refinance the loan or restructure Borrower’s debt without the prior written approval of Lender. funds shall not be used to restructure debt in any way, except where the project involves the use of funds to convert temporary bridge or construction financing to permanent financing. J) TITLE INSURANCE: Promptly after the closing Borrower shall provide Lender with proof that Borrower has a policy for title insurance in no less than the sum of the full amount of this Loan and the amounts of all mortgages, liens and other encumbrances having a higher priority than this Loan. PART XIII PASS THROUGH PROVISIONS A) In addition to binding Borrower, the following provisions shall be included in all contracts between Borrower and any other contractor related to the project and shall bind all such other contractors. B) CONFLICT OF INTEREST: Borrower agrees to comply with the requirements. 1) In addition, in order to avoid both a conflict of interest and the appearance of undue influence, no officer of Borrower nor any member of Borrower’s Board of Directors employed by Lender or holding any elective or appointive municipal office in Lender shall participate in any discussions with any decision makers of Lender or attend any public hearing concerning, vote upon or take any action with respect to any matter involving this Agreement or the Project for the longer period of: a) from the date of execution of this Agreement until five years after the Completion Date set forth in the Grant Agreement, or b) while the loan is outstanding, or c) during a person’s tenure with Lender and for one year thereafter. 2) No person described in paragraph 1 of this section, or any person with whom such a person has family or business ties, may participate in a decision making process or gain inside information with regard to the activities funded, obtain a financial interest in or benefit from the activity, or have an interest in any contract, subcontract or agreement with respect thereto, or the proceeds thereunder, for the applicable time period set forth in paragraph 1. C) RETENTION OF AND ACCESS TO RECORDS: Borrower agrees to comply with the requirements. 1) Financial records, supporting documents, statistical records, and all other records pertinent to this project shall be retained in accordance with Agency Procedures, Chapter 3. 2) Authorized representatives of the Secretary of the Agency, the Secretary of HUD, the Inspector General of India, or the General Accounting Office shall have access to all books, accounts, records, reports, files, papers, things, or property belonging to, or in use by, the Grantee (or any subrecipients) pertaining to the receipt and administration of Agency funds, as may be necessary to make audits, examinations, excerpts, and transcripts. D) EQUAL OPPORTUNITY: Borrower agrees to comply E) INTERPRETATION: This Agreement shall be governed by and construed in accordance with the laws of the India, where applicable. PART XIV MISCELLANEOUS PROVISIONS A) REVISIONS AND AMENDMENTS: Revisions and amendments to this Loan Agreement shall only be made pursuant to Law. All amendments to this Loan Agreement shall be reduced to writing and shall be executed by all parties to the document. Borrower acknowledges that the Agency may require an amendment to this Agreement to ensure, or enhance the possibility of, Borrower’s achieving the National Objective. A copy of any amendment to this document shall be submitted to the Agency for its approval prior to execution of the amendment. Any amendment to this Agreement shall survive the closing with respect thereto. B) ENVIRONMENTAL REVIEW: Pursuant to Subsections VIII of the Grant Agreement, there shall be no reimbursement using funds for any expenses incurred for activities commenced prior to the date the Agency issues the Notice of Release of Funds. C) PARAGRAPH TITLES: The titles to the paragraphs of this Agreement are used solely for purposes of identification and are not to be construed as affecting the meaning of the language of the paragraphs. D) NOTICE ADDRESSES: Borrower and Lender shall give one another notice pursuant to this Agreement at the addresses set forth below for each, and shall keep the other informed in any change of address for notice purposes: Lender:____________________________ Borrower:______________________________ __________________________________ ______________________________________ __________________________________ ______________________________________ PART XV DEFAULT AND REMEDIES A) DEFAULT: If any of the following events of default shall occur without being cured within days from the date that written notice of such default is received by Borrower from Lender, the Debt secured by this Loan Agreement shall immediately become due and payable . B) The following events shall constitute events of default: 1) failure to comply with all applicable provisions of the Grant Agreement; 2) failure to perform any of Borrower’s obligations under this Loan Agreement; 3) failure to perform as required by any document that secures this Loan. C) REMEDIES: If Borrower fails to pay the Debt or cure any breach or default prior to the expiration of the day notice period, Lender may invoke foreclosure of this Loan Agreement, or any other remedy allowed by the Grant Agreement, this Loan Agreement, or any other document related to this Loan, or by law. D) REMEDIES CUMULATIVE: All remedies provided in this agreement are distinct and cumulative to any other right or remedy under this agreement, or otherwise at law, and may be exercised concurrently, independently or successively. E) FORBEARANCE NOT A WAIVER: Any forbearance by Lender in exercising any right or remedy hereunder, or otherwise afforded by applicable law, shall not be a waiver of or preclude the exercise of any such right or remedy. PART XVI APPROVAL: A) This Agreement, and all amendments hereto, must be approved by the Agency prior to execution. Performance hereunder is subject to and suspended until such approval. IN WITNESS WHEREOF this Loan and SECURITY INSTALLMENT AGREEMENT is executed in the place and on the date noted for each party. BY LENDER: THE of for the Consortium _________________________________________ ___________________________ Authorized Signature Place of execution _____________________________________________________ ______________ Typed name and title Date BY BORROWER: ________________________________________________ Typed name of business or nonprofit _____________________________________ ___________________________ Authorized Signature Place of execution _____________________________________________________ ______________ Typed name and title Date