REGISTERED AGENT APPOINTMENT AND CHANGE AGREEMENT

(Nebraska Domestic or Foreign Entity)

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block
Exhibit A – Nebraska Secretary of State Filing Page
Exhibit B – Registered Agent’s Written Consent

I. DOCUMENT HEADER

1. Title: Registered Agent Appointment and Change Agreement (the “Agreement”)
2. Parties:
   2.1 [ENTITY NAME], a [STATE OF ORGANIZATION] [ENTITY TYPE] (the “Company”); and
   2.2 [NEW REGISTERED AGENT LEGAL NAME], a [INDIVIDUAL RESIDENT OF NEBRASKA / DOMESTIC ENTITY / FOREIGN ENTITY AUTHORIZED IN NEBRASKA] (the “Registered Agent”).
3. Recitals:
   A. The Company is required under Nebraska state corporate law to maintain a registered agent and a registered office in the State of Nebraska.
   B. The Company desires to designate the Registered Agent as its new registered agent and to change its registered office address, in accordance with Nebraska Model Business Corporation Act and related statutes.
   C. The Registered Agent is willing to act in such capacity, and hereby consents to the appointment.
4. Effective Date: [EFFECTIVE DATE] (or, if later, the date of filing with the Nebraska Secretary of State).
5. Jurisdiction: State of Nebraska.

[// GUIDANCE: Keep this header intact; update bracketed placeholders.]

II. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below:

1. “Agreement” has the meaning provided in the Document Header.
2. “Company” means [ENTITY NAME], as further described above.
3. “Registered Agent” means the party identified in Section I(2.2) accepting appointment herein.
4. “Registered Office” means the Nebraska street address specified in Section III(1)(b).
5. “Secretary of State” means the Nebraska Secretary of State, Business Services Division.
6. “Nebraska Business Court” means any court of competent jurisdiction designated by Nebraska law to hear business-related disputes.

[// GUIDANCE: Add or delete definitions as necessary; keep alphabetical order.]

III. OPERATIVE PROVISIONS

1. Appointment & Address
   a. The Company hereby appoints the Registered Agent as its registered agent in the State of Nebraska pursuant to applicable Nebraska statutes.
   b. The Company designates the following as its registered office, which shall be identical to the business office of the Registered Agent and a physical street address located in Nebraska (P.O. Boxes are insufficient):
   • Street Address: [REGISTERED OFFICE STREET ADDRESS]
   • City: [CITY], Nebraska
   • Zip Code: [ZIP]
   c. The Company confirms that the above address satisfies Nebraska address requirements for registered offices.

2. Scope of Agent’s Duties
   The Registered Agent shall:
   a. Maintain the Registered Office during normal business hours;
   b. Receive and forward to the Company all service of process, government notices, and official correspondence;
   c. Promptly notify the Company of any document received on the Company’s behalf; and
   d. Maintain current contact information with the Secretary of State.

3. Consideration
   The Company shall pay the Registered Agent the fees set forth in [FEE SCHEDULE/AGENT ENGAGEMENT LETTER], or if none, a reasonable market fee.

4. Conditions Precedent
   This Agreement is contingent upon:
   a. The Registered Agent’s execution of the consent attached hereto as Exhibit B; and
   b. Acceptance for filing by the Nebraska Secretary of State of the Statement of Change attached hereto as Exhibit A.

IV. REPRESENTATIONS & WARRANTIES

1. By the Company
   a. The Company is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization.
   b. The execution of this Agreement has been duly authorized by all requisite corporate or organizational action.
   c. The Agreement does not violate the Company’s governing documents or any material agreements.

2. By the Registered Agent
   a. The Registered Agent meets all statutory qualifications to serve, including residency or authorization to transact business in Nebraska.
   b. The Registered Agent’s business office is identical with the Registered Office stated herein.
   c. The Registered Agent has obtained all necessary internal approvals to enter this Agreement.

3. Survival
   The representations and warranties in this Section survive the Effective Date for so long as the Registered Agent remains appointed.

V. COVENANTS & RESTRICTIONS

1. Affirmative Covenants of the Company
   a. Maintain its good standing and timely file all required reports with the Nebraska Secretary of State.
   b. Promptly inform the Registered Agent of any change to its principal office, officers, or contact information.
   c. Pay the Registered Agent’s fees when due.

2. Affirmative Covenants of the Registered Agent
   a. Provide the services identified in Section III(2) in a commercially reasonable manner.
   b. Keep confidential all non-public information received in connection with its duties, except as disclosure may be required by law.

3. Negative Covenants
   Neither party shall use the other’s name, logo, or address for any purpose not expressly permitted by this Agreement without prior written consent.

VI. DEFAULT & REMEDIES

1. Events of Default
   a. Failure to comply with any material obligation under this Agreement, after ten (10) days’ written notice and opportunity to cure;
   b. Failure by the Company to pay fees within thirty (30) days of invoice;
   c. Revocation, suspension, or loss of the Registered Agent’s authority to transact business in Nebraska.

2. Remedies
   a. Upon an uncured default by the Company, the Registered Agent may resign by delivering written notice to the Company and filing the required statement of resignation with the Secretary of State.
   b. Upon an uncured default by the Registered Agent, the Company may remove the Registered Agent and appoint a successor.
   c. Each party may seek specific performance or injunctive relief to enforce its rights under this Agreement.
   d. The prevailing party in any action to enforce this Agreement is entitled to recover its reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION

1. Indemnification
   Not applicable per metadata.

2. Limitation of Liability
   Not applicable per metadata.

3. Insurance
   The Registered Agent shall maintain, at its own expense, commercially reasonable insurance covering errors and omissions related to registered-agent services.

4. Force Majeure
   Neither party is liable for failure to perform caused by events beyond its reasonable control, provided it gives notice and resumes performance promptly once the impediment is removed.

VIII. DISPUTE RESOLUTION

1. Governing Law
   This Agreement is governed by the internal laws of the State of Nebraska, without regard to its conflict-of-laws rules.

2. Forum Selection
   Any suit, action, or proceeding arising out of or relating to this Agreement shall be brought exclusively in the Nebraska Business Court (or, if unavailable, another state court of competent jurisdiction sitting in Lancaster County, Nebraska).

3. Arbitration; Jury Waiver; Injunctive Relief
   Per metadata, no arbitration or jury-trial waiver provisions apply. Nothing herein limits either party’s right to seek injunctive relief in accordance with Section VI(2)(c).

IX. GENERAL PROVISIONS

1. Amendments & Waivers
   No amendment or waiver is effective unless in writing and signed by both parties.

2. Assignment
   Neither party may assign its rights or delegate its duties under this Agreement without the other party’s prior written consent, except that the Company may assign to a successor entity in connection with a merger or reorganization.

3. Successors & Assigns
   This Agreement binds and benefits the parties and their respective successors and permitted assigns.

4. Severability
   If any provision is held unenforceable, the remaining provisions shall remain in full force, and the unenforceable provision shall be reformed to the minimum extent necessary.

5. Entire Agreement
   This Agreement, together with Exhibits A and B, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior understandings.

6. Counterparts; Electronic Signatures
   This Agreement may be executed in counterparts, each of which constitutes an original, and all of which together constitute one document. Signatures transmitted by electronic means are deemed originals for all purposes.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

[// GUIDANCE: Nebraska does not require notarization for the Statement of Change, but obtain acknowledgment if your internal policies require.]

EXHIBIT A

NEBRASKA SECRETARY OF STATE – STATEMENT OF CHANGE OF REGISTERED AGENT/REGISTERED OFFICE

1. Entity Name: [ENTITY NAME]
2. Nebraska Account Number: [SOS ACCOUNT #]
3. Current Registered Agent: [CURRENT AGENT NAME] (if applicable)
4. New Registered Agent: [NEW REGISTERED AGENT NAME]
5. New Registered Office Street Address (No P.O. Boxes):
   [REGISTERED OFFICE STREET ADDRESS, CITY, NE ZIP]
6. Mailing Address (optional): [MAILING ADDRESS IF DIFFERENT]
7. Effective Date:
   ☐ Upon Filing  ☐ Future Effective Date: [DATE]
8. Authorized Signature of Company: _________
9. Typed/Printed Name & Title: ________

[// GUIDANCE: File electronically at https://sos.nebraska.gov/ or mail with the required filing fee. Retain a file-stamped copy.]

EXHIBIT B

WRITTEN CONSENT OF REGISTERED AGENT

I, [NEW REGISTERED AGENT NAME], hereby consent to my appointment as registered agent for [ENTITY NAME], effective as of the date the Secretary of State accepts the accompanying Statement of Change for filing.

Signature: _______
Printed Name: [NEW REGISTERED AGENT NAME]
Title/Capacity (if applicable): [TITLE]
Date: ______

[// GUIDANCE: This written consent must accompany the Secretary of State filing or be retained with the Company’s records, depending on filing method.]

[// GUIDANCE:
1. Review all bracketed placeholders and optional provisions for accuracy before finalizing.
2. Confirm the filing fee and accepted payment methods with the Nebraska Secretary of State, as these change periodically.
3. If the Registered Agent is a commercial registered agent, include its CRA number issued by the Secretary of State.
4. Attach any additional schedules (e.g., fee schedule) referenced above as needed.
5. Keep a fully executed copy of this Agreement in the Company’s minute book.]