Change of Secretary Agreement

CHANGE OF SECRETARY AGREEMENT

This Change of Secretary Agreement (the Agreement) is made as of by and between Company Name: a corporation organized under the laws of , with principal office at (the Company), and Incoming Secretary Name: , with address at (the Secretary).

RECITALS

WHEREAS, the Company currently has an individual serving as secretary identified as Outgoing Secretary: , who has tendered a resignation effective as of the Effective Date; and

WHEREAS, the Board of Directors of the Company has resolved to appoint the Secretary to serve as the Company's secretary upon the terms and conditions set forth in this Agreement; and

WHEREAS, the Company and the Secretary desire to set forth their respective rights and obligations with respect to the appointment, duties, compensation (if any), transfer of records and indemnification.

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

1. APPOINTMENT; ACCEPTANCE

1.1 Appointment. The Company hereby appoints the Secretary to serve as the secretary of the Company and the Secretary hereby accepts such appointment, subject to the terms and conditions of this Agreement. The Secretary shall perform the duties customarily associated with the office of secretary under the Company's articles, bylaws and applicable law and such other duties as the Board may reasonably assign.

1.2 Compliance With Governing Documents. The Secretary shall at all times act in accordance with the Company's articles of incorporation, bylaws and resolutions of the Board of Directors, and shall perform duties in a manner consistent with applicable law and fiduciary obligations.

2. EFFECTIVE DATE; TERM

2.1 Effective Date. The appointment, duties and obligations set forth in this Agreement shall become effective on the Effective Date specified above.

2.2 Term. The Secretary shall serve until the earlier of (a) removal or replacement by the Company in accordance with the Company's governing documents, or (b) the Secretary's resignation, in each case subject to any notice periods or other requirements in the Company's governing documents.

3. RESIGNATION OF OUTGOING SECRETARY; TRANSFER OF RECORDS

3.1 Resignation. The Outgoing Secretary identified in the Recitals shall be deemed to have resigned effective as of the Effective Date. The Company shall take all corporate actions necessary to accept such resignation and to reflect the Secretary's appointment in the Company's records.

3.2 Transfer of Records. The Outgoing Secretary and the Company shall deliver to the Secretary all books, minute books, corporate records, share registers, electronic files, access credentials and other materials reasonably necessary to perform the Secretary's duties, and the Secretary shall provide written acknowledgement of receipt. The Company shall ensure that such transfer complies with applicable confidentiality and data protection obligations.

4. DUTIES, STANDARDS AND AUTHORITY

4.1 Duties. The Secretary shall maintain the Company's minute books and records, prepare and maintain corporate minutes of meetings of the Board and shareholders, manage execution and attestation of corporate instruments, and perform filings and notices required by applicable law or requested by the Board. The Secretary shall keep the Board reasonably informed of matters affecting corporate governance and compliance.

4.2 Authority. The Company hereby authorizes the Secretary, where reasonably necessary to perform the Secretary's duties, to execute administrative documents on behalf of the Company, to attest signatures, and to engage with government filing entities and service providers, subject to any limitations established by the Board in writing.

5. COMPENSATION AND EXPENSES

5.1 Compensation. The Secretary shall be entitled to compensation as set forth below. Select applicable option:

No compensation; service on a voluntary basis.

If compensation is payable, specify amount and terms:

5.2 Expenses. The Company shall reimburse the Secretary for all reasonable and necessary out-of-pocket expenses incurred in the performance of duties, subject to the Company's policies and upon submission of appropriate documentation.

6. CONFIDENTIALITY; RECORDS RETENTION

6.1 Confidentiality. The Secretary shall maintain as confidential all non-public information relating to the Company and its affiliates and shall not disclose such information except as required by law or with the prior written consent of the Company. This obligation survives termination of the Secretary's service.

6.2 Records Retention. The Secretary shall retain corporate records in accordance with the Company's records retention policy and applicable law and shall ensure that originals or accurate copies of all minutes, resolutions and other corporate documents are maintained.

7. INDEMNIFICATION

To the fullest extent permitted by applicable law and the Company's articles and bylaws, the Company shall indemnify, defend and hold harmless the Secretary from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with acts or omissions performed by the Secretary in good faith within the scope of the Secretary's authority. Indemnification shall be provided in accordance with the Company's indemnification policies and applicable law.

8. REPRESENTATIONS AND WARRANTIES

8.1 Company Representations. The Company represents and warrants that (a) it is duly organized and in good standing under the laws of its jurisdiction of incorporation; (b) it has full corporate power and authority to enter into and perform this Agreement; and (c) the execution and performance of this Agreement have been duly authorized by all necessary corporate action.

8.2 Secretary Representations. The Secretary represents and warrants that the Secretary has the legal capacity to serve in the office of secretary, that there are no legal impediments to accepting the appointment, and that all information provided to the Company is true and complete.

9. NOTICES

All notices, requests, consents and other communications hereunder shall be in writing and delivered to the addresses set forth below (or to such other address as either Party may designate by notice in accordance with this section):

10. AMENDMENT; WAIVER; COUNTERPARTS

10.1 Amendment. This Agreement may be amended only by a written instrument executed by both Parties.

10.2 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement is sought. No failure or delay in exercising any right shall operate as a waiver.

10.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile or electronic signatures shall be deemed originals for all purposes.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to principles of conflicts of law.

11.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements relating thereto.

11.3 Severability. If any provision of this Agreement is held invalid or unenforceable, such provision shall be reformed to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

12. MISCELLANEOUS

12.1 Headings. Headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

12.2 Further Assurances. Each Party shall execute and deliver such further documents and take such further actions as may be reasonably necessary to effectuate the purposes of this Agreement.

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