Buyer Consent Agreement

BUYER CONSENT AGREEMENT

This Buyer Consent Agreement ("Agreement") is made as of by and between Buyer Name: , an entity of type Individual Corporation LLC Partnership Other , with principal address (hereinafter "Buyer"), and Seller Name: , an entity of type Individual Corporation LLC Partnership Other , with principal address (hereinafter "Seller").

RECITALS

WHEREAS, Seller and Buyer previously entered into a purchase agreement concerning certain property, assets or goods identified as (the "Transaction"); and

WHEREAS, a third party or circumstance requires Buyer to provide a written consent to a modification, assignment, or other action related to the Transaction; and

WHEREAS, the parties desire to set forth the terms, conditions and scope of Buyer’s consent and associated releases, limitations and protections.

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

1. DEFINITIONS

Capitalized terms used in this Agreement shall have the meanings set forth herein. "Consent" means the written authorization delivered by Buyer under Section 2 permitting the specific action described in Section 2. "Effective Date" means the date set forth in the opening paragraph of this Agreement. "Transaction Documents" means the agreements and instruments executed in connection with the Transaction.

2. SCOPE OF CONSENT

2.1 Consent. Subject to the terms and conditions of this Agreement, Buyer hereby consents to:

2.2 Limitations. The Consent granted in Section 2.1 is strictly limited to the acts described above and does not waive, modify or release any obligation of any party except as expressly set forth in this Agreement.

3. REPRESENTATIONS AND WARRANTIES

3.1 Buyer Representations. Buyer represents and warrants to Seller that: (a) Buyer has full power and authority to enter into and perform this Agreement; (b) the person signing on behalf of Buyer has been duly authorized to do so; and (c) the Consent provided hereunder is not in violation of, and will not constitute a default under, any material contract or law to which Buyer is a party or by which Buyer is bound.

3.2 Seller Representations. Seller represents and warrants to Buyer that: (a) Seller has full power and authority to request the Consent; (b) all facts presented to Buyer in connection with the request for Consent are true and complete in all material respects; and (c) no oral representation or promise has been made that is not set forth in this Agreement.

4. CONDITIONS TO EFFECTIVENESS

The obligations of Buyer to deliver the Consent are subject to the following conditions precedent: (a) receipt of all required approvals and authorizations by Buyer; (b) Seller’s delivery of a written statement confirming the transaction description and identifying all parties affected; and (c) Seller’s execution of any ancillary documents reasonably required by Buyer to effectuate the Consent.

5. RELEASE; WAIVER; LIMITATION OF LIABILITY

5.1 Release. To the fullest extent permitted by law, Buyer hereby irrevocably releases and discharges Seller and its successors and assigns from any claims, demands, liabilities or causes of action arising out of or related to the acts to which Buyer has consented, except to the extent caused by Seller’s gross negligence or willful misconduct expressly evidenced in writing.

5.2 Limitation. In no event shall Buyer’s consent be construed as an agreement to assume any monetary liability of Seller unless such assumption is set forth in a separate written instrument signed by Buyer.

6. INDEMNIFICATION

Seller shall indemnify, defend and hold harmless Buyer and its affiliates, officers and employees from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or resulting from any breach of Seller’s representations or any act taken by Seller in reliance upon Buyer’s Consent, except to the extent such losses result from Buyer’s own breach or gross negligence.

7. CONFIDENTIALITY

Unless otherwise required by law, the parties agree to keep the terms of this Agreement and any non-public information exchanged in connection with the Consent confidential and not to disclose such information to any third party without prior written consent of the other party, except as necessary to enforce rights under this Agreement or as required by legal process.

8. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or mailed by certified mail, return receipt requested, to the addresses set forth below or to such other address as either party may designate by notice:

9. AMENDMENT; WAIVER

No amendment or modification of this Agreement shall be binding unless in writing and signed by both parties. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

10. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles.

11. 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.

12. 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.

13. COUNTERPARTS; EXECUTION

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures delivered by electronic or facsimile transmission shall be effective as originals.

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