Company Information Change Agreement

Company Information Change Agreement

This Company Information Change Agreement (the "Agreement") is entered into as of by and between Company Name: a Entity Type: Corporation LLC Partnership, with its principal place of business at (hereinafter "Company"), and Counterparty Name: a Entity Type: Corporation LLC Other, with its principal place of business at .

Recitals

WHEREAS, Company maintains corporate records and public filings that identify certain organizational and contact information for Company and desires to change or correct specified items of such information; and

WHEREAS, Counterparty has an interest in accurate Company records for purposes of notice, contract performance, regulatory compliance, or other business relations and has agreed to the changes described herein; and

WHEREAS, the parties wish to set forth their respective acknowledgments, authorizations and the procedures by which the changes set forth in this Agreement shall be implemented and relied upon.

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

1. Changes to Company Information

Company hereby certifies that the following information is to be changed or updated in all relevant records, contracts and notices as of the Effective Date set forth above. The parties acknowledge that the specific changes shall be implemented in accordance with applicable corporate procedures and the representations and warranties set forth in this Agreement.

Select the types of changes to be made and provide the new information:

2. Effective Date and Reliance

Unless otherwise specified herein, the changes set forth in Section 1 shall become effective on the Effective Date first written above. Third parties may rely upon the changes upon receipt of written notice in accordance with Section 5. If any governmental, regulatory or third-party acceptance is required for any change, Company shall use commercially reasonable efforts to obtain such acceptance and shall promptly notify Counterparty of any material delay.

3. Representations and Warranties

Each party represents and warrants to the other that: (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) it has the full corporate power and authority to enter into and perform its obligations under this Agreement; (c) the execution, delivery and performance of this Agreement has been duly authorized by all requisite corporate action; and (d) this Agreement constitutes a legal, valid and binding obligation enforceable against such party in accordance with its terms.

Company further represents and warrants that the information provided in Section 1 is true, complete and accurate to the best of its knowledge, and that any change of legal name or other corporate identifier has been or will be effected in accordance with applicable law and corporate governance procedures.

4. Authorization; Board and Third-Party Approvals

Company represents that the changes set forth herein have been authorized by the board of directors, managers or other governing body as required by its organizational documents. Company shall, upon request, provide Counterparty with a copy of any adopting resolution, certified extract of minutes, or other evidence of authority reasonably requested by Counterparty.

5. Notices

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below (or to such other address as a party designates by notice in accordance with this Section). Notices shall be effective upon personal delivery, one business day after delivery by reputable overnight courier, or three business days after deposit in the United States mail, postage prepaid, certified mail, return receipt requested.

6. Indemnification

Company agrees to indemnify, defend and hold harmless Counterparty and its affiliates and their respective officers, directors and employees from and against any losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or resulting from any breach of the representations, warranties or covenants made by Company in this Agreement, including any inaccuracies in the changed information and any failure to obtain necessary approvals for such changes.

7. Confidentiality

Unless otherwise required by law, the parties shall treat as confidential any non-public information disclosed in connection with the implementation of the changes described in this Agreement and shall not disclose such information to third parties except to their respective legal, financial or other advisors on a confidential basis or as required by law. This Section shall not restrict the parties from disclosing the updated information to governmental authorities where required.

8. Amendments; Waiver

This Agreement may be amended only by a written instrument executed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver thereof, and no single or partial exercise of any right shall preclude other or further exercise of such right or the exercise of any other right.

9. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to its conflict of laws principles.

10. Entire Agreement

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, with respect to such subject matter.

11. Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, the remainder of this Agreement shall continue in full force and effect and the parties shall negotiate in good faith a substitute, valid and enforceable provision that most nearly effects the parties’ intent in entering into this Agreement.

12. Counterparts

This Agreement 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. Execution may be by electronic signature or facsimile and such execution shall be binding for all purposes.

13. Acknowledgment and Certification

By executing this Agreement, each party certifies that the individual signing on its behalf is authorized to bind such party and that the facts, statements and representations set forth in this Agreement are true and correct to the best of such party’s knowledge.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the dates set forth below.

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