Change of Corporate Directors Form

CHANGE OF CORPORATE DIRECTORS FORM

Company Name:   Company Registration Number:   Jurisdiction of Incorporation:

Effective Date: Day Month Year .

RECITALS

WHEREAS, the Board of Directors of the corporation has determined that changes to the membership of the board are necessary to reflect recent resignations and appointments;

WHEREAS, has submitted a written resignation as director, effective Day Month Year ;

WHEREAS, the Board or authorized committee has nominated and approved the appointment of to serve as a director subject to the terms and conditions set forth herein.

NOW, THEREFORE

In consideration of the foregoing recitals and the mutual covenants contained in this document, the Company hereby adopts the following resolutions, to be effective as of the Effective Date set forth above.

1. RESIGNATION AND ACCEPTANCE

1.1 The resignation of as a director is hereby received and accepted. The Board directs that the resignation be recorded in the minutes of the Company and that the Company take all necessary steps to update its statutory registers.

2. APPOINTMENT OF NEW DIRECTOR

2.1 Effective as of the Effective Date, the Company hereby appoints to serve as a director of the Company until the next annual general meeting or until his or her successor is duly appointed and qualified.

2.2 The incoming director represents and warrants that he or she is not disqualified from acting as a director under the applicable laws of the jurisdiction of incorporation and that he or she will deliver to the Company all required declarations, consents and information.

3. DIRECTOR PARTICULARS

Consent to Act: I confirm that the incoming director has delivered a written consent to act as director.    Consent Received Date: Day Month Year .

4. AUTHORIZATION TO FILE AND UPDATE RECORDS

4.1 The officers of the Company are authorized and directed to file all resolutions, notices and forms required by the applicable corporate registry and to make such entries in the statutory registers and records of the Company as may be necessary to give full effect to the appointment and resignation described herein.

4.2 The authorized officer may sign and submit any documents, instruments or declarations on behalf of the Company and to take all other actions necessary or desirable to effect filings with the corporate registry and other governmental authorities.

5. REPRESENTATIONS, INDEMNITY AND LIMITATION OF LIABILITY

5.1 The incoming director represents that he or she is qualified to serve and that there are no outstanding disqualifications under applicable law or the Company’s articles of incorporation or bylaws.

5.2 To the fullest extent permitted by law, the Company shall indemnify and hold harmless the incoming director from and against any liability, cost or expense incurred in the performance of duties as director, provided that such indemnity shall not cover acts finally adjudicated to constitute gross negligence, willful misconduct or a breach of fiduciary duty.

6. NOTICES

Notices under this form shall be in writing and shall be deemed delivered when delivered personally or three business days after deposit in the mail, postage prepaid, addressed to the relevant party at the address provided above or at such other address as either party may designate by notice.

7. AMENDMENTS, WAIVER AND COUNTERPARTS

7.1 No amendment, supplement or waiver of any provision of this form shall be effective unless made in writing and signed by duly authorized representatives of the Company.

7.2 This instrument 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 transmitted by electronic means shall be deemed originals for all purposes to the fullest extent permitted by law.

8. GOVERNING LAW, ENTIRE AGREEMENT, SEVERABILITY

8.1 Governing Law: This form shall be governed by and construed in accordance with the laws of the jurisdiction of incorporation set forth above.

8.2 Entire Agreement: This form constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral, relating thereto.

8.3 Severability: If any provision of this form is held to be invalid or unenforceable, such provision shall be severed and the remainder of this form shall remain in full force and effect.

CERTIFICATION

I hereby certify that the foregoing resolutions were duly adopted by the Board of Directors of the Company in accordance with the articles, bylaws and governing law and that the actions authorized herein are within the power of the directors to adopt.

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