Legal Consent Conversion Form

Legal Consent Conversion Form

This Legal Consent Conversion Form is made on this day: Day Month Year , by and between Party A: with mailing address and Party B: with mailing address (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, on or about , the Parties entered into an instrument or agreement described as: (the "Original Instrument").

WHEREAS, Party A desires to convert or have converted certain rights, obligations or securities under the Original Instrument as described herein, and Party B has reviewed and agreed to permit such conversion subject to the terms and conditions set forth in this Consent Conversion Form.

WHEREAS, the Parties intend by this instrument to memorialize their mutual consent to the conversion, to state the consideration and conditions for such conversion, and to set forth the representations, warranties and covenants applicable to the conversion.

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

1. DEFINITIONS

1.1 "Effective Date" shall mean the date set forth as the execution date above unless otherwise specified in Section 2 and modified by mutual written consent of the Parties.

1.2 "Original Instrument" has the meaning set forth in the Recitals and shall include any amendments, schedules or exhibits attached thereto.

1.3 "Converted Rights" means the rights, obligations or securities subject to conversion as described in Section 2, including without limitation quantity, class and any rights associated with converted securities.

2. CONSENT AND CONVERSION TERMS

2.1 Consent. Party B hereby irrevocably consents to the conversion by Party A of the Converted Rights described as: subject to the terms and conditions of this Form.

2.2 Conversion Mechanics. The number or amount to be converted is and shall convert into at a conversion rate of . The conversion will be effective on the Effective Date unless otherwise agreed in a written amendment signed by both Parties.

2.3 Adjustments. Any adjustments to the Converted Rights as a result of stock splits, dividends, reorganizations or similar events shall be made in accordance with the Original Instrument and applicable law.

3. CONSIDERATION

3.1 Consideration. As consideration for the Consent and Conversion, Party A shall pay or deliver to Party B the following:

3.2 Payment Terms. Payment of monetary consideration, if any, shall be made as follows:

4. REPRESENTATIONS AND WARRANTIES

4.1 Each Party represents and warrants to the other that it has full corporate or individual power and authority to execute and deliver this Form and to perform its obligations hereunder, that execution and performance will not violate any law, order or agreement by which it is bound, and that the person executing this Form is duly authorized to do so.

4.2 Party A further represents that the Converted Rights are free and clear of liens, encumbrances and claims, except as disclosed in writing to Party B:

5. CONDITIONS PRECEDENT

5.1 The obligations of Party B to give effect to the conversion are subject to the following conditions precedent: (a) receipt of any required corporate approvals; (b) delivery of all documents and instruments reasonably required to effect the conversion; and (c) receipt of the consideration described in Section 3.

6. COVENANTS

6.1 Each Party covenants to execute and deliver such further documents and to take such further actions as may be reasonably necessary to effectuate the transactions contemplated herein.

7. CONFIDENTIALITY

7.1 The Parties agree that the terms and existence of this Consent Conversion Form are confidential and shall not be disclosed to third parties except (a) as required by applicable law or regulation; (b) to a Party's legal, financial or tax advisors on a need-to-know basis; or (c) as agreed in writing by the Parties. Any permitted recipient shall be bound by confidentiality obligations at least as restrictive as those in this Section.

8. NOTICES

8.1 All notices, demands, or other communications required or permitted to be given under this Form shall be in writing and shall be delivered to the addresses set forth above or to such other address as a Party may designate by notice in accordance with this Section. Notices shall be deemed given upon personal delivery, next business day if sent by overnight courier, or three business days after mailing by certified mail.

9. GOVERNING LAW; JURISDICTION

9.1 This Consent Conversion Form shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Each Party irrevocably submits to the exclusive jurisdiction of the courts located in that State for any action arising out of or relating to this Form.

10. ENTIRE AGREEMENT; SEVERABILITY

10.1 This Consent Conversion Form, together with the Original Instrument as modified herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, whether written or oral.

10.2 If any provision of this Form is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and shall be construed so as to effectuate the Parties' intent to the greatest extent permitted by law.

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 No amendment or modification of this Form shall be effective unless in writing and signed by both Parties. No waiver of any breach shall be effective unless in writing signed by the Party granting the waiver.

11.2 This Form 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 transmitted by electronic means intended to authenticate a writing shall have the same force and effect as original signatures.

12. MISCELLANEOUS

12.1 Remedies under this Form are cumulative and not exclusive. The prevailing Party in any dispute arising under this Form shall be entitled to recover its reasonable attorneys' fees and costs.

12.2 Each Party acknowledges that it has read this Form, understands its contents, and has had the opportunity to obtain independent legal counsel prior to execution.

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