Legal Managers Consent Form

LEGAL MANAGERS CONSENT FORM

This Legal Managers Consent Form (the "Consent") is made and entered into as of by and between Company Name: , a corporation organized under the laws of with principal office at , and Manager: whose address is .

RECITALS

WHEREAS, the Board of Directors or other governing authority of the Company has proposed that the Company undertake or effectuate the corporate action described as:

WHEREAS, the proposed action was considered by the Board of Directors on and is further evidenced by minutes or written consent reference: ;

WHEREAS, the Manager is a duly appointed manager, member of the management committee, or officer of the Company vested with authority to provide consent on behalf of management as required for the corporate action described above.

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

1. CONSENT

The Manager hereby irrevocably consents to, approves, and authorizes the Company to proceed with the corporate action described in the Recitals, including any related agreements, instruments, filings, or actions reasonably necessary to effect such corporate action (collectively, the "Approved Action"). This Consent constitutes the Manager's consent for all purposes under the Company's governing documents and any applicable law to the extent such consent may be required.

2. SCOPE OF CONSENT; LIMITATIONS

The Manager's consent is limited to the Approved Action as described in the Recitals and any immaterial modifications thereto that do not increase the Manager's material obligations or liabilities. Any amendment to the Approved Action that would materially alter the rights or obligations of the Manager shall require the Manager's separate written consent.

3. REPRESENTATIONS AND WARRANTIES

The Manager represents and warrants to the Company that: (a) the Manager is duly authorized to execute and deliver this Consent and to perform the obligations herein; (b) the execution, delivery and performance of this Consent do not and will not violate any agreement or instrument to which the Manager is a party; and (c) there is no pending action or proceeding that would make the Manager's consent ineffective or unenforceable.

The Company represents and warrants to the Manager that the Company has taken all corporate actions required to present the Approved Action for Manager consent and that the Approved Action, as described, is within the authority of the Company subject to applicable law.

4. RELEASE AND INDEMNIFICATION

To the fullest extent permitted by law, the Company shall indemnify and hold harmless the Manager from and against any and all claims, losses, liabilities, costs or expenses (including reasonable attorneys' fees) incurred in connection with the Manager's good faith consent to the Approved Action, except to the extent such claims arise from the Manager's gross negligence, willful misconduct, or material breach of this Consent.

5. NOTICE

6. TERM AND TERMINATION

This Consent shall be effective as of the Effective Date and shall remain in full force and effect until the Approved Action is completed or until earlier termination by mutual written agreement of the parties. Termination of this Consent shall not affect any obligations or liabilities accrued prior to such termination.

7. AMENDMENTS; WAIVER

No amendment or waiver of any provision of this Consent shall be effective unless set forth in a written instrument executed by both the Company and the Manager. No failure or delay by either party in exercising any right under this Consent shall operate as a waiver of that right.

8. 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 and the same instrument. Signatures delivered by electronic means (including PDF or other electronic image) shall be binding.

9. GOVERNING LAW

This Consent shall be governed by and construed in accordance with the laws of the jurisdiction selected below, without regard to conflict of laws principles.

10. ENTIRE AGREEMENT

This Consent constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the parties.

11. SEVERABILITY

If any provision of this Consent is determined to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

12. FURTHER ASSURANCES

Each party shall execute and deliver such further documents and take such further actions as may be reasonably required to carry out the purposes and intent of this Consent.

MANAGER CERTIFICATIONS

The Manager certifies under penalty of perjury that the statements made in this Consent are true and correct to the Manager's knowledge, that the Manager has read and understands this Consent, and that the Manager executes this Consent voluntarily and with full authority.

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