Legal Director Consent Letter

LEGAL DIRECTOR CONSENT LETTER

This Legal Director Consent Letter (the "Consent") is entered into as of by and between Company Name: , a Corporation LLC Other, and Legal Director Name: .

RECITALS

WHEREAS, the board of directors of the Company duly adopted a resolution authorizing certain actions relating to the matters described below on (the "Board Resolution");

WHEREAS, the Company requires the written consent of the Legal Director to effectuate actions, to accept appointment, or to confirm the Legal Director's concurrence with the Board Resolution and any related corporate filings or internal approvals; and

WHEREAS, the Legal Director has reviewed the relevant corporate documents and the scope of the actions to be taken and has agreed to provide the consents and acknowledgements set forth in this Consent.

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

1. CONSENT

The Legal Director hereby consents to the Board Resolution and authorizes the Company to take the actions described in Section 1.1 below, subject to the terms and limitations of this Consent. The Legal Director acknowledges that this Consent constitutes an express written affirmation of the Legal Director's approval and concurrence.

1.1 Description of Consented Actions:

2. SCOPE OF AUTHORITY

The Legal Director's consent is limited to the matters expressly set forth in this Consent. The Legal Director does not, by this Consent, assume or undertake any fiduciary or management duties beyond the consented matters, except as required by applicable law. The Legal Director's authority under this Consent shall be exercised in accordance with the Company's governing documents and applicable law.

2.1 Limitations:

3. REPRESENTATIONS AND WARRANTIES

3.1 Company Representations. The Company represents and warrants that (a) it is duly organized and validly existing under the laws of its jurisdiction of formation; (b) the execution and delivery of this Consent and the performance by the Company of its obligations hereunder have been duly authorized by all necessary corporate action; and (c) this Consent constitutes a valid and binding obligation of the Company enforceable in accordance with its terms.

3.2 Legal Director Representations. The Legal Director represents and warrants that the Legal Director has the capacity and authority to execute this Consent, that such execution does not violate any agreement or law binding on the Legal Director, and that the Legal Director has not assigned or delegated any rights or duties that would conflict with the performance of obligations under this Consent.

4. NO CONFLICT

Each party represents that, to the best of its knowledge after due inquiry, the performance of its obligations under this Consent does not and will not conflict with, or result in a breach of, any material agreement, law or obligation binding on such party. Any exceptions or known conflicts must be identified below.

5. CONFIDENTIALITY

The Legal Director acknowledges that in connection with the matters contemplated by this Consent, the Legal Director may receive Confidential Information. The Legal Director agrees to maintain such Confidential Information in confidence and not to disclose it except as required by law or with the Company's prior written consent. Confidential Information does not include information that becomes publicly available through no breach by the Legal Director.

6. INDEMNIFICATION

The Company agrees to indemnify and hold harmless the Legal Director from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or related to the performance of the Legal Director's duties in reliance on this Consent, except to the extent resulting from the Legal Director's gross negligence or willful misconduct.

7. TERM; TERMINATION

This Consent shall remain in effect until the earlier of (a) completion of the actions described in Section 1.1, (b) written revocation by mutual agreement of the parties, or (c) the date specified below as the termination date.

Termination Date:

8. NOTICES

Any notice, demand, or communication required or permitted under this Consent shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice to the other party in accordance with this Section.

9. GOVERNING LAW

This Consent shall be governed by and construed in accordance with the laws of the State of , without regard to conflicts of law principles.

10. ENTIRE AGREEMENT

This Consent constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

11. AMENDMENT; WAIVER

No amendment or waiver of any provision of this Consent shall be effective unless made in a written instrument signed by both parties. No delay or failure to exercise any right hereunder shall operate as a waiver of such right.

12. SEVERABILITY

If any provision of this Consent is held to be invalid or unenforceable, such provision shall be reformed to the extent necessary to make it valid and enforceable, or if such reformation is not possible, such provision shall be severed and the remainder of this Consent shall remain in full force and effect.

13. COUNTERPARTS; ELECTRONIC SIGNATURES

This Consent may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be deemed originals for all purposes.

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