Business Structural Changes Form

BUSINESS STRUCTURAL CHANGES FORM

Parties

Corporation Limited Liability Company (LLC) Partnership Sole Proprietorship Other:

WHEREAS (Recitals)

WHEREAS, Company Name: (the "Company") is organized under the laws of and intends to effect certain organizational or capital structure changes as described herein; and

WHEREAS, The parties desire to document the scope, timing, approvals, payment arrangements and responsibilities associated with the proposed structural changes, and to set forth mutual representations, covenants and remedies in connection with such changes.

Scope of Changes

Describe the proposed structural changes, including the specific actions to be taken (for example: merger, conversion, amendment of articles or bylaws, issuance or reclassification of equity, transfer of ownership interests, change in board/officer composition, dissolution, or other corporate restructuring steps). Include milestones, required approvals, and filing obligations.

Types of Changes (check all that apply)

Merger or consolidation Conversion of entity type Amendment of articles or bylaws Issuance or reclassification of equity

Change in capital structure Change in officers or directors Transfer of ownership interests Dissolution

Effective Dates and Approvals

Proposed Effective Date:

Required Filings or Regulatory Notices to be Completed:

Payment Terms

All payments shall be made in lawful currency of the United States unless otherwise stated. Any unpaid amount past due shall accrue interest at the rate set forth above, or the maximum rate permitted by applicable law if lower.

Term and Termination

Term Commencement Date:    Term End Date (if any):

Either party may terminate this agreement for material breach that remains uncured for the notice period above. Termination shall not relieve the Company of obligations accrued prior to termination, including payment for services rendered and reimbursements due.

Confidentiality

Each party shall keep confidential all non-public information disclosed in connection with these structural changes and shall not disclose such information to third parties except to the extent required by law or with prior written consent. Confidential information shall remain subject to protection for a period of years following termination or completion of the changes.

Notwithstanding the foregoing, a party may disclose Confidential Information to its affiliates, legal advisors, accountants and financing sources on a need-to-know basis provided such recipients are bound by confidentiality obligations no less protective than those set forth herein.

Representations, Warranties and Indemnification

Each party represents and warrants that it is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation and has full corporate or organizational power and authority to enter into and perform its obligations under this form. Each signatory represents that they are duly authorized to execute this form on behalf of the party they represent.

The Company agrees to indemnify and hold harmless the other party against any loss, liability, claim or expense arising from breach of representations, warranties, or failure to obtain required approvals or filings, except to the extent such claims arise from the gross negligence or willful misconduct of the indemnified party.

Governing Law and Dispute Resolution

This Form shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. Any dispute arising out of or related to this Form shall be resolved by the courts located in that jurisdiction unless the parties agree in writing to arbitration.

Entire Agreement

This Form, together with any attachments, schedules, or board/member resolutions expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral.

Attachments and Filings

Certifications

The undersigned certify under penalty of perjury that they have full authority to execute this Form and that the information provided herein is true, complete and accurate to the best of their knowledge. The undersigned further certify that required corporate or member approvals have been obtained or will be obtained in accordance with applicable law and the Company's governing documents.

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