Legal MIPA Consent Form

LEGAL MIPA CONSENT FORM

This Legal MIPA Consent Form (the "Consent") is entered into as of by and between Client Name: (the "Client"), a Entity Type: Individual Corporation LLC Other ; and Counterparty Name: (the "Counterparty"), a Entity Type: Individual Corporation LLC Other .

RECITALS

WHEREAS, the Parties have entered into or intend to enter into a Mutual Investment Protection Agreement ("MIPA") concerning certain financial commitments, proprietary information and conditions governing a proposed transaction or series of transactions described as:

WHEREAS, under the MIPA and applicable law certain consents, waivers, notices and disclosures are required in order to permit specified actions, disclosures, assignments or reliance on representations by one or both Parties; and

WHEREAS, the Parties desire to set forth their mutual consents, representations, warranties and obligations with respect to the matters described herein.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

1.1 "MIPA" means the Mutual Investment Protection Agreement described in the Recitals and any schedules or exhibits thereto as may be executed by the Parties. "Confidential Information" means non-public information disclosed by a Party that is marked confidential or by its nature would reasonably be understood to be confidential.

2. CONSENT

2.1 The Client hereby expressly consents and agrees that the Counterparty may: (a) disclose Confidential Information to third parties for purposes of diligence, regulatory filings or financing in connection with the MIPA; (b) assign rights and delegate obligations under the MIPA to an affiliated or unaffiliated third party provided that any such assignee agrees in writing to be bound by the material terms of the MIPA; and (c) rely upon the representations and warranties made by the Client in the MIPA to the same extent as if this Consent were executed as part of the MIPA.

2.2 The Client acknowledges that this Consent constitutes a binding waiver of any requirement for separate notice or further consent specific to the acts described in Section 2.1, provided such acts are consistent with the scope set forth in this Consent.

3. REPRESENTATIONS AND WARRANTIES

3.1 Each Party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, has the full corporate or individual power and authority to execute and deliver this Consent and to perform its obligations hereunder, and that this Consent constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

3.2 The Client represents that entering into this Consent will not violate any applicable law, contract, order or agreement to which it is a party or by which it is bound.

4. COVENANTS

4.1 Each Party covenants to cooperate in good faith with the other Party to carry out the actions contemplated under the MIPA, including execution of ancillary documents reasonably required to effectuate any assignment, disclosure or waiver authorized herein.

4.2 The Client shall promptly notify the Counterparty in writing of any change in facts or circumstances that would materially affect the Client's ability to perform its obligations under the MIPA or this Consent.

5. CONFIDENTIALITY

5.1 Each Party shall maintain Confidential Information in strict confidence and shall not disclose such information to any third party except (a) to its employees, agents, advisors or lenders who have a need to know and are bound to confidentiality obligations at least as protective as those contained herein; (b) as required by law, regulation or court order; or (c) pursuant to the express authorizations in Section 2.1.

6. INDEMNIFICATION

6.1 Each Party (the "Indemnifying Party") agrees to indemnify, defend and hold harmless the other Party (the "Indemnified Party") from and against any and all losses, liabilities, damages, fines, penalties and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of a representation, warranty or covenant contained in this Consent by the Indemnifying Party.

7. LIMITATION OF LIABILITY

7.1 Except for liability arising from willful misconduct or gross negligence, or an indemnification obligation under Section 6, neither Party shall be liable to the other for consequential, incidental, special or punitive damages even if advised of the possibility of such damages.

8. ASSIGNMENT

8.1 No Party may assign its rights or delegate its obligations under this Consent except as expressly permitted in Section 2.1 or with the prior written consent of the non-assigning Party, which shall not be unreasonably withheld, conditioned or delayed.

9. NOTICES

10. AMENDMENTS; WAIVER

10.1 No amendment, modification or waiver of any provision of this Consent shall be effective unless in writing and signed by the Parties. No failure or delay by either Party in exercising any right shall operate as a waiver of that right.

11. GOVERNING LAW

11.1 This Consent shall be governed by and construed in accordance with the laws of the jurisdiction specified by the Parties: State/Province , without regard to principles of conflicts of law that would result in the application of any other law.

12. ENTIRE AGREEMENT; SEVERABILITY

12.1 This Consent constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, relating thereto. 12.2 If any provision of this Consent is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13. COUNTERPARTS

13.1 This Consent may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and all of which together shall constitute one and the same instrument.

14. TERM; TERMINATION

14.1 This Consent shall become effective on the Effective Date set forth above and shall remain in effect for a period of months unless earlier terminated in accordance with the MIPA or by mutual written agreement of the Parties.

15. MISCELLANEOUS

15.1 The Parties agree to execute such further documents and to take such further action as may be reasonably required to give effect to the terms of this Consent. The headings in this Consent are for convenience only and shall not affect the interpretation of any provision.

15.2 Execution of this Consent by electronic signature, including by scanned image or other electronic means, shall have the same force and effect as an original signature.

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