Constitutional Alteration Agreement

CONSTITUTIONAL ALTERATION AGREEMENT

This Constitutional Alteration Agreement (the Agreement) is made effective as of Effective Date: by and between Party A: , Entity Type: , and Party B: , Entity Type: .

RECITALS

WHEREAS, the parties desire to propose and record one or more alterations to the governing constitution, bylaws, charter or comparable foundational instrument identified as the Constitution of the relevant organization or polity (the Constitution), specifically described in Attachment A: ;

WHEREAS, the parties are authorized to propose or adopt such alterations pursuant to the existing procedures and authorities set forth in the Constitution and applicable law, subject to approval mechanisms described below;

WHEREAS, the parties intend by this Agreement to set forth the substantive proposed alterations, the method of securing required approvals, the schedule for implementation, and the respective rights, obligations and remedies of the parties in connection with the alteration process.

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. DEFINITIONS

1.1. "Amendment" means any modification, addition or deletion to the text of the Constitution described in Section 2 below.

1.2. "Effective Implementation" means the point at which the Amendment is enacted and enforceable pursuant to the procedures set forth in this Agreement and the Constitution.

2. PROPOSED AMENDMENTS

2.1. The parties hereby propose the following alterations to the Constitution. Each proposed alteration shall be set forth with specificity in Attachment A and summarized below. Parties shall identify the precise textual changes, the original provision to be altered, and the new text.

2.2. Any material amendment that affects fundamental rights, membership qualifications, or the distribution of powers must be identified as a "Fundamental Amendment" in Attachment A. Designation as a Fundamental Amendment requires the heightened approval thresholds set forth in Section 3.

3. APPROVAL MECHANISM

3.1. The parties agree that the Amendment shall not become effective unless and until it receives the required approvals specified in the Constitution and in this Agreement. The approval threshold for ordinary Amendments shall be: Threshold for Ordinary Amendments:

3.2. The approval threshold for Fundamental Amendments shall be: Threshold for Fundamental Amendments:

3.3. Approval shall be evidenced by written or certified minutes, or other formal instruments acceptable under the Constitution, demonstrating that the requisite votes or consents were obtained. Documentation of approval shall be attached as Attachment B:

4. IMPLEMENTATION AND EFFECTIVE DATE

4.1. Implementation Steps. Upon satisfaction of the approval conditions required by Section 3, the parties shall take the following actions in good faith and with reasonable diligence to implement the Amendment:

4.2. Effective Date. The Amendment shall become Effective Implementation on the later of (a) the date upon which all required approvals are obtained and recorded, and (b) the Implementation Completion Date: . If a specific effective timetable is required by the Constitution, that timetable shall control provided the parties comply with its terms.

5. CONSIDERATION

5.1. Each party acknowledges that the mutual promises and obligations contained herein constitute sufficient consideration for the other party's performance and execution of this Agreement. Where specific consideration is agreed, describe below.

6. REPRESENTATIONS AND WARRANTIES

6.1. Each party represents and warrants to the other that: (a) it has full power and authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution, delivery and performance of this Agreement by such party will not violate any applicable law, contract, or the party's organizational documents; and (c) all information provided in connection with the Amendment is true and complete in all material respects.

7. COVENANTS

7.1. Each party covenants that it will cooperate in good faith and take all reasonable actions necessary to obtain approvals, prepare required documentation, provide notice to stakeholders, and execute any ancillary instruments reasonably required to implement the Amendment.

8. NOTICE

8.1. Any notice, demand or communication required or permitted under this Agreement shall be given in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice in accordance with this Section.

8.2. Notices shall be effective upon receipt when personally delivered, on the date shown on the courier receipt when sent by an internationally recognized overnight courier, or three (3) business days after deposit in the United States mail, postage prepaid, by certified mail, return receipt requested.

9. AMENDMENTS; WAIVER

9.1. This Agreement may be amended only by a written instrument signed by both parties. No waiver of any term or condition shall be effective unless in a writing signed by the waiving party. The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

10. GOVERNING LAW

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

11. ENTIRE AGREEMENT

11.1. This Agreement, together with all attachments and exhibits referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to the same subject matter.

12. SEVERABILITY

12.1. If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith a valid and enforceable substitute provision that most nearly effects the parties' original intent.

13. COUNTERPARTS; EXECUTION

13.1. 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. Signatures delivered by electronic means shall be deemed original signatures for all purposes.

14. MISCELLANEOUS PROVISIONS

14.1. Remedies. Except as otherwise provided herein, the remedies provided in this Agreement are cumulative and in addition to any other remedies available at law or in equity. Specific performance shall be an available remedy where monetary damages are an inadequate remedy.

14.2. Assignment. Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld.

ATTACHMENTS

Attachments referenced in this Agreement (to be completed and attached by the parties): Attachment A — Text of Proposed Amendment(s); Attachment B — Evidence of Approval; Attachment C — Implementation Schedule.

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