Stockholder Consent Agreement

Stockholder Consent Agreement

This Stockholder Consent Agreement (the "Agreement") is entered into as of by and among Company Name: (the "Company"), a corporation organized under the laws of , and Stockholder Name: , whose principal address is .

RECITALS

WHEREAS, the Board of Directors of the Company has proposed certain corporate actions and resolutions described herein (the "Proposed Actions") that require the consent or ratification of the holders of the Company’s capital stock; and

WHEREAS, the Stockholder is the owner of record and/or beneficial owner of shares of the class and number set forth below and possesses the voting power necessary to take the actions set forth in this Agreement; and

WHEREAS, the parties desire to document the Stockholder's consent to the Proposed Actions without convening a formal meeting or, to the extent applicable, to ratify actions taken by the Board in accordance with applicable law and the Company's governing documents.

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

1. CONSENT AND APPROVAL

1.1 Consent. The Stockholder, being the record and beneficial owner of the number and class of shares set forth below, hereby irrevocably consents to, approves and adopts the Proposed Actions in all respects as if taken at a duly called meeting of stockholders. The Stockholder hereby waives any and all notices required under applicable law, the Company's articles of incorporation and bylaws, and otherwise consents to the taking of the Proposed Actions by written consent rather than at a meeting.

1.2 Scope of Approval. The Stockholder's consent includes, without limitation, approval of all corporate actions described in the resolutions set forth in Section 2 and any ancillary or related corporate actions reasonably necessary to effectuate the Proposed Actions.

2. RESOLUTIONS AND DESCRIPTION OF PROPOSED ACTIONS

2.1 Date of Action. The actions described below are to be effective as of .

2.2 Ratification. To the extent any of the Proposed Actions were taken prior to the date hereof by the Board or officers of the Company, the Stockholder hereby ratifies and approves such prior actions in all respects.

3. STOCKHOLDER REPRESENTATIONS AND WARRANTIES

The Stockholder represents and warrants to the Company as of the date hereof that:

3.1 Ownership. The Stockholder is the legal and beneficial owner of shares of stock of the Company, which constitutes of the outstanding voting power of such class.

3.2 Authority and Capacity. The Stockholder has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The person executing this Agreement on behalf of the Stockholder has been duly authorized to do so.

3.3 No Conflicts. The execution and delivery of this Agreement and the performance of the obligations hereunder do not and will not (a) violate any provision of the Stockholder's organizational documents, (b) conflict with any applicable law, or (c) conflict with, or constitute a default under, any agreement or instrument to which the Stockholder is a party.

4. COVENANTS

4.1 Further Assurances. Each party shall execute and deliver such further documents and take such further action as may be reasonably requested by the other party to effectuate the purposes of this Agreement.

4.2 No Transfer. Until the Proposed Actions have been fully consummated, the Stockholder shall not transfer or encumber the shares described in Section 3 without first delivering written notice to the Company and obtaining the Company’s written consent, which consent shall not be unreasonably withheld.

5. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party designates by notice to the other party in accordance with this Section.

6. AMENDMENTS, WAIVER AND COUNTERPARTS

6.1 Amendments. This Agreement may be amended only by a written instrument signed by the Company and the Stockholder.

6.2 Waiver. No failure or delay by any party in exercising any right, power or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any such right preclude any other or further exercise of such right.

6.3 Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which together constitute one and the same instrument. Signatures delivered by electronic means or as facsimile or portable document format images will be binding for all purposes.

7. GOVERNING LAW; SEVERABILITY; ENTIRE AGREEMENT

7.1 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the state of , without regard to its conflict of laws principles.

7.2 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired.

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

8. MISCELLANEOUS

8.1 Remedies. The parties acknowledge that monetary damages may be an inadequate remedy for breach of this Agreement and that the non-breaching party will be entitled to seek equitable relief, including injunction and specific performance, in addition to any other remedies available at law or in equity.

8.2 Interpretation. The section headings in this Agreement are for convenience only and will not affect the interpretation of this Agreement. References to Sections are to sections of this Agreement unless otherwise specified.

ACKNOWLEDGMENT

The undersigned Stockholder acknowledges that the Company has made no representation or warranty other than as expressly set forth in this Agreement and that the Stockholder has had the opportunity to seek independent counsel prior to executing this Agreement.

STOCKHOLDER ACKNOWLEDGMENTS

The Stockholder confirms the following by checking the applicable boxes:

I am the sole record owner of the shares described in Section 3.
I am the beneficial owner of the shares described in Section 3.
No other person or entity has rights to vote the shares described in Section 3 absent separate written authorization.

Sign Now