Legal Consent Solicitation Form

LEGAL CONSENT SOLICITATION FORM

This Legal Consent Solicitation Form (the "Form") is made as of by and between Soliciting Party Name: , with principal address (hereinafter "Solicitor"), and Consent Provider Name: , with principal address (hereinafter "Provider").

RECITALS

WHEREAS, Solicitor proposes to undertake or approve the corporate action(s) described in this Form and seeks written consent of Provider in lieu of, or in addition to, any meeting otherwise required by applicable governing instruments or law; and

WHEREAS, Provider is a holder of rights, shares, notes, or other interests entitled to give consent with respect to such corporate action(s) as set forth herein; and

WHEREAS, the parties desire to set forth the terms upon which Provider may deliver such consent and the effect of such consent on the rights and obligations of the parties.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

Unless otherwise defined herein, capitalized terms shall have the meanings ascribed to them in this Form. "Effective Date" means the date on which Provider's consent is delivered in accordance with Section 4. "Action" means the proposed corporate or contractual transaction, waiver or amendment described in Section 2.

2. DESCRIPTION OF SOLICITATION AND ACTION

Solicitor hereby requests Provider's written consent to the following specific action(s). Provider may mark all items to which consent is granted.

Amend charter, certificate of incorporation, or similar constituent documents

Amend material governance instrument or indenture in the manner described below

Approve merger, consolidation, sale of substantially all assets, or similar reorganization

Consent to waiver or modification of a covenant, event of default or other contractual provision

3. SCOPE AND EFFECT OF CONSENT

3.1 Binding Consent. Upon delivery of Provider's written consent in the form and manner required by Section 4, Provider's consent shall be binding and irrevocable except as expressly provided in Section 5. Provider hereby authorizes and directs Solicitor to take all actions necessary to give effect to the Action, including the execution and delivery of any instruments or documents contemplated thereby.

3.2 Limitations. This Consent constitutes only such consent as Provider is legally entitled to grant. No consent granted hereunder shall be deemed to modify, waive or release any obligation except to the extent expressly set forth in any implementing instrument executed in accordance with Section 3.1.

4. DELIVERY, EFFECTIVE DATE, AND ACCEPTANCE

4.1 Manner of Delivery. Provider shall deliver its consent by signing this Form and returning an executed copy to Solicitor at the address for notices specified in Section 7. Execution by electronic signature shall be permitted where the parties agree.

4.2 Effective Date. The Effective Date of Provider's consent shall be the date on which Solicitor receives an executed copy of this Form in accordance with Section 4.1, unless a later date is specified by Provider by completing the following:

5. REVOCATION

Provider may revoke a delivered consent only if Solicitor receives a written revocation prior to the Effective Date. Any attempted revocation after the Effective Date shall be ineffective to alter the binding nature of the consent, except as expressly permitted in any subsequently executed agreement between the parties.

6. REPRESENTATIONS, WARRANTIES AND COVENANTS

Provider represents and warrants to Solicitor that: (a) Provider has full right, power and authority to execute, deliver and perform this Form and to grant the consent herein; (b) when executed and delivered by Provider in accordance with this Form, this Form will constitute a valid and binding obligation of Provider enforceable in accordance with its terms; and (c) no further corporate, partnership, trust or other organizational action is required to authorize Provider's execution and delivery of this Form.

Individual Corporation Partnership Trust Other:

7. NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and delivered to the parties at the addresses set forth below (or such other addresses as such party may designate in writing), and shall be deemed given when received.

8. AMENDMENTS, WAIVER AND COUNTERPARTS

No amendment or waiver of any provision of this Form shall be effective unless in writing and signed by the party against whom enforcement is sought. The failure of any party to enforce any provision hereof shall not constitute a waiver of future enforcement of that or any other provision. 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.

9. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Form shall be governed by and construed in accordance with the laws of , without regard to its conflict of laws principles. This Form constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings. If any provision of this Form is held invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect.

10. MISCELLANEOUS

10.1 Remedies. The parties acknowledge that money damages may be an inadequate remedy for breach of this Form and that equitable relief, including injunctive relief, may be appropriate in the event of any such breach in addition to any other remedies available at law or in equity.

10.2 Interpretation. Headings used in this Form are for convenience only and shall not affect the interpretation of this Form. The words "include" and "including" shall be deemed to be followed by "without limitation."

CERTIFICATION

By signing below, Provider certifies that the information provided in this Form is true, correct and complete, that Provider has read and understands the terms of this Form, and that Provider is duly authorized to execute this Form in the capacity indicated. Provider further certifies that Provider's consent is given freely and knowingly.

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