D&O Approval Consent Form

D&O APPROVAL CONSENT FORM

This D&O Approval Consent Form (the "Consent") is made as of Effective Date: by and between Company Name: , a corporation organized under the laws of State of Incorporation: with principal address: (hereafter "Company"); and Approved Person Name: , Position/Title: , with address: (hereafter "Approved Person"). Company and Approved Person are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, the board of directors of the Company (the "Board") met on Meeting Date: and adopted a resolution approving the appointment or continued service of the Approved Person and authorizing related indemnification and insurance arrangements;

WHEREAS, the Company proposes to approve and permit the Approved Person to serve in the capacity specified above and to provide indemnification, advancement of expenses, and coverage under directors' and officers' liability insurance on the terms set forth below; and

WHEREAS, the Parties desire to set forth their mutual agreement concerning approval, indemnification, insurance and related procedures to avoid uncertainty with respect to the scope and effect of such actions.

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

1. APPROVAL OF SERVICE

1.1 Approval. The Company hereby approves the service of the Approved Person in the capacity indicated above and authorizes all acts and agreements reasonably necessary for the Approved Person to perform duties in such capacity, subject to the Company's articles of incorporation, bylaws and applicable law.

1.2 Scope of Approved Acts. The specific matters, transactions or authority to which this approval relates are described as:

2. CONSENT TO INDEMNIFICATION AND ADVANCEMENT

2.1 Indemnification. Subject to the limitations set forth in this Consent, the Company agrees to indemnify and hold harmless the Approved Person to the fullest extent permitted by applicable law and the Company's governing documents against all losses, claims, damages, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of acts or omissions in the Approved Person's capacity as a director or officer, provided that such indemnification shall not apply to acts determined by a final, non-appealable judgment to constitute willful misconduct, gross negligence, fraud, or a knowing violation of law.

2.2 Advancement of Expenses. The Company shall advance expenses incurred by the Approved Person in connection with any proceeding to the extent permitted by applicable law, provided that the Approved Person provides an undertaking to repay such advancement to the extent it is finally determined that the Approved Person is not entitled to indemnification.

3. DIRECTORS' & OFFICERS' INSURANCE

3.1 Maintenance of Insurance. The Company shall use commercially reasonable efforts to procure and maintain directors' and officers' liability insurance covering the Approved Person while acting in the Approved Person's capacity. Minimum policy limits or terms to be maintained are: and such other customary policy terms as determined by the Board.

3.2 Priority of Coverage. Any insurance recoveries shall be used to reduce amounts otherwise payable by the Company under this Consent to the extent permitted by law.

4. LIMITATIONS AND EXCLUSIONS

4.1 No indemnification shall be provided for liabilities resulting from the Approved Person's willful misconduct, bad faith, gross negligence, or knowing violation of law, except to the extent required by statute and then only in accordance with statutory requirements.

4.2 If any portion of this Consent conflicts with the Company's articles of incorporation or bylaws, the Company's governing documents shall control to the extent of such conflict.

5. REPRESENTATIONS AND WARRANTIES

Each Party represents and warrants that: (a) it has all necessary corporate power and authority to enter into this Consent and to perform its obligations hereunder; (b) the person signing on its behalf is duly authorized to execute this Consent; and (c) this Consent constitutes a valid and binding obligation enforceable in accordance with its terms.

6. NOTICES

All notices, requests, demands and other communications required or permitted under this Consent shall be in writing and shall be delivered to the Parties at the addresses set forth below or at such other address as either Party may designate by notice in accordance with this Section.

7. AMENDMENT; WAIVER

This Consent may be amended or modified only by a written instrument executed by both Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right, and no single or partial exercise of any right shall preclude other or further exercise of that right.

8. COUNTERPARTS

This Consent 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 transmission shall be treated as original signatures.

9. GOVERNING LAW

This Consent shall be governed by and construed in accordance with the laws of the Governing State: , without regard to choice of law principles that would apply the law of another jurisdiction.

10. ENTIRE AGREEMENT

This Consent, together with any documents expressly incorporated herein, constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating to such subject matter.

11. SEVERABILITY

If any provision of this Consent is held to be invalid, illegal or unenforceable in any respect by a tribunal of competent jurisdiction, such provision shall be severed and the remainder of this Consent shall continue in full force and effect to the maximum extent permitted by law.

12. ADDITIONAL PROVISIONS

12.1 Repayment Obligation. If the Approved Person is advanced expenses and it is ultimately determined that the Approved Person is not entitled to indemnification, the Approved Person shall repay those advances to the extent required by law and consistent with any repayment undertaking provided.

12.2 Reliance on Authority. Each Party acknowledges that the other Party is entitled to rely on this Consent and on the representations and warranties contained herein in effecting coverage, indemnification, advancement or any related corporate action.

DESIGNATION OF ROLE

Please indicate the role of the Approved Person for which approval and indemnification are provided (select all that apply):

Director Officer

CERTIFICATIONS

Each undersigned party certifies that the person signing on its behalf has been duly authorized to execute this Consent and that, to its knowledge after reasonable inquiry, no fact exists that would reasonably be expected to materially adversely affect the indemnification or insurance arrangements set forth herein.

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