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EQUIPMENT FINANCING AGREEMENT

This Equipment Financing Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date") by and between EquipFund LLC, a [State] limited liability company with an address at [EquipFund LLC Address] ("EquipFund"), and MegaTech Manufacturing, a [State] corporation, with a place of business at [MegaTech Manufacturing Address] ("MegaTech").

1. Financing Terms

1.1. Financing Commitment

Subject to the terms and conditions set forth herein, EquipFund shall provide to MegaTech financing (the "Financing") sufficient to acquire the advanced CNC machining equipment (the "Equipment") as described in the attached Schedule 1. The total amount of financing provided by EquipFund shall not exceed [Financing Amount] US dollars ($ [Financing Amount]) (the "Financing Amount").

1.2. Interest Rate

Subject to the provisions of this Agreement, the Financing Amount shall bear interest at the rate of [Interest Rate] % per annum (the "Interest Rate"). The Interest Rate shall be calculated monthly and shall be paid in arrears on a monthly basis in accordance with the Repayment Schedule.

1.3. Repayment Schedule

The Financing Amount, together with all accrued and unpaid interest, shall be repayable in [NumberOfPayments] equal monthly payments (the "Payments"), commencing on the date that is one (1) month after the Effective Date and continuing on the same day of each succeeding calendar month thereafter (each, a "Payment Date"), and shall be fully amortized over the term of this Agreement (the "Repayment Schedule") as specified in the attached Schedule 2. All Payments shall be made by MegaTech to EquipFund by wire transfer or such other method as EquipFund may designate in writing from time to time.

2. Equipment Collateral

2.1. Grant of Security Interest

MegaTech hereby grants to EquipFund a first priority security interest in and to the Equipment (the "Collateral") to secure the prompt payment and performance of all obligations under this Agreement and all other documents, instruments, and agreements executed and delivered in connection herewith (collectively, the "Financing Documents"). The security interest granted to EquipFund shall continue until all amounts owed under this Agreement and the Financing Documents have been fully and indefeasibly paid and satisfied in cash.

2.2. Perfection of Security Interest

MegaTech shall, at its own expense, upon request by EquipFund, execute and deliver to EquipFund such other documents, including, without limitation, Uniform Commercial Code financing statements, and take such other actions as EquipFund may reasonably require to perfect, maintain, and protect the priority of the security interest granted to EquipFund in the Collateral.

3. Representations and Warranties

3.1. MegaTech's Representations and Warranties

MegaTech represents and warrants to EquipFund that (a) MegaTech has the right, power, and authority to enter into and perform under this Agreement, (b) the execution, delivery, and performance of this Agreement will not violate any agreement, law, rule, regulation, order, or other obligation to which MegaTech is subject, and (c) the information provided by MegaTech to EquipFund is true, complete, and correct in all material respects.

3.2. EquipFund's Representations and Warranties

EquipFund represents and warrants to MegaTech that (a) EquipFund has the right, power, and authority to enter into and perform under this Agreement, (b) the execution, delivery, and performance of this Agreement will not violate any agreement, law, rule, regulation, order, or other obligation to which EquipFund is subject, and (c) the Financing hereunder has been duly authorized and all necessary corporate and regulatory action have been taken by EquipFund in connection therewith.

4. Events of Default; Remedies

4.1. Events of Default

An "Event of Default" shall occur if (a) MegaTech fails to make any Payment when due, (b) MegaTech breaches any representation, warranty, covenant, or other provision of this Agreement, (c) MegaTech becomes insolvent or bankrupt, or (d) the Collateral is subject to any lien or encumbrance other than the security interest granted to EquipFund hereunder.

4.2. Remedies

Upon the occurrence of an Event of Default, EquipFund may, at its option and without notice to MegaTech, (a) declare the entire unpaid balance of the Financing Amount, together with all accrued and unpaid interest thereon, to be immediately due and payable, (b) exercise all the rights and remedies of a secured party under applicable law, including, without limitation, the Uniform Commercial Code, and (c) pursue any other remedy available to EquipFund at law or in equity.

5. Miscellaneous

5.1. Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the United States and the laws of the State of [State], without regard to its conflicts of law principles.

5.2. 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, of the parties relating to the subject matter hereof.

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

EquipFund LLC MegaTech Manufacturing By: __________________________________ By: __________________________________ (Name) (Name) (Title) (Title)