Stockholder Consent Agreement Form

STOCKHOLDER CONSENT AGREEMENT

This Stockholder Consent Agreement (the "Agreement") is made as of Date: by and between Company Name: , a corporation organized under Jurisdiction of Organization: (the "Company"), and Stockholder Name: , whose principal address is Address: (the "Stockholder").

RECITALS

WHEREAS, the Board of Directors of the Company has proposed certain corporate actions described herein (the "Corporate Actions") that require the consent of the holders of the Company's capital stock;

WHEREAS, the Stockholder is the record and beneficial owner of Shares: shares of the Company's capital stock, evidenced by Certificate No.(s): , and is entitled to vote such shares;

WHEREAS, the Stockholder desires to consent in writing to the Corporate Actions in accordance with applicable law and the Company's governing documents, and the Company desires to obtain such written consent.

NOW, THEREFORE

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

1. CONSENT

1.1 Consent to Corporate Actions. The Stockholder hereby irrevocably consents to and approves the Corporate Actions described as follows:

1.2 Effective Vote. The Stockholder acknowledges and agrees that this written consent constitutes the Stockholder's full vote and authorization with respect to the shares indicated above and that the consent shall be the equivalent of a vote of the Stockholder at a meeting called and held for such purpose.

2. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER

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

(a) Authority and Title. The Stockholder has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the person signing on behalf of the Stockholder is duly authorized to do so. The Stockholder is the legal and beneficial owner of the shares indicated above, free and clear of any liens, claims, encumbrances or restrictions that would prevent the granting of the consent contained herein.

(b) Binding Obligation. This Agreement constitutes the valid and binding obligation of the Stockholder enforceable against the Stockholder in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally and by equitable remedies.

3. COVENANTS

3.1 Further Assurances. The Stockholder agrees to execute and deliver such additional instruments and take such further action as may be reasonably necessary to effectuate the intent and purpose of this Agreement.

3.2 Transfer of Shares. The Stockholder shall not transfer or encumber any of the shares to the extent such transfer would render this consent incomplete or ineffective prior to the consummation of the Corporate Actions, unless such transfer is accompanied by written agreement of the transferee to be bound by the terms of this Agreement.

4. EFFECTIVENESS; TERMINATION

This Agreement shall become effective upon execution by the Stockholder and delivery to the Company and shall remain effective and irrevocable notwithstanding any subsequent change in ownership of the shares, except as otherwise provided by applicable law or by written agreement of the Company and the Stockholder.

5. NOTICES

All notices, requests, consents and other communications hereunder shall be in writing and shall be delivered personally or sent by certified mail or other nationally recognized overnight courier to the addresses set forth below or to such other address as a party may designate by written notice to the other parties.

6. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Company and the Stockholder. The failure of any party to enforce any provision hereof shall not be construed as a waiver of such provision or of the right thereafter to enforce such provision.

7. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile or electronic image shall be deemed original signatures for all purposes.

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of Jurisdiction: , without regard to its conflicts of law principles.

9. 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, negotiations and discussions, whether oral or written, of the parties relating thereto.

10. 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 shall not be affected or impaired thereby and the parties shall endeavor in good faith to replace the invalid, illegal or unenforceable provision with a valid provision that achieves, to the extent possible, the economic, legal and commercial objectives of the invalid, illegal or unenforceable provision.

11. MISCELLANEOUS

The headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement. References to sections and clauses are to sections and clauses of this Agreement unless otherwise specified.

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