THIS CORPORATE SECRETARY SERVICES AGREEMENT constitutes a legally binding agreement (the “Agreement”) between you and Lifestyle Creations, Inc., a Delaware corporation (“Company”) (hereinafter jointly referred to as the “Parties” and, individually, as a “Party”).

By using the Company’s platform or by clicking to accept or agree to this Agreement when this option is made available to you, you acknowledge that you have read, understand, accept and agree to be bound and abide by this Agreement. 

WHEREAS, the Company is in the business of providing certain Services (as defined hereinafter); and 

WHEREAS, in order for the Company to provide such Services, you and Company hereby agree to appoint Company (or its assignee) as Secretary of your corporation; and

WHEREAS, you hereby confirm all actions taken by Company as of the date of this Agreement (if any).

NOW THEREFORE, the Parties have agreed as follows:

1. APPOINTMENT

   1. You hereby appoint Company as Secretary of you corporation in which Company forms on your behalf (“Your Company”) and engage Company to provide the services set forth in Clause 3 below with effect from the date you agree to this Agreement (the “Commencement Date”) and otherwise on the terms set forth herein.

      
      

2. MANAGEMENT FUNCTIONS

   1. Ultimate responsibility for the administration of Your Company lies with Your Company’s board of directors (the “Board”).

   2. The Board has, on the date hereof, authorized the following for Your Company:

      1. this Agreement; and

      2. the Terms of Service and Privacy Policy (the “User Terms”), which secures the provision to You and Your Company of the Services which Your Company may require in order to manage and pursue its business objectives as defined by the Board from time to time.

   
   

3. SERVICES

   1. The Company shall, throughout the term of this Agreement, provide Your Company with such corporate secretary services as the Board, from time to time, shall require (the “Services”). The Services shall be provided in cooperation with you and Your Company’s management.

   2. The Services shall include (but shall not be limited to):

      1. provision of the registered office of Your Company;

      2. maintaining the share register and the register of directors and officers of Your Company;

      3. keeping Your Company’s minute book;

      4. the preparation and distribution of all notices of meetings of the Board; 

      5. the preparation and distribution of all written documentation required by the Board to pass resolutions;

      6. the preparation of minutes from the meetings of the Board and such written resolutions as the Board, from time to time, shall decide to pass;

      7. the documentation of all shareholder meetings in Your Company;

      8. viii.liaising with the auditors of Your Company generally and in respect of the preparation of annual and semi-annual financial statements in particular; and 

      9. maintaining copies of the quarterly accounts and of any audited financial statements of Your Company.

   
   

4. GENERAL CONDITIONS

   1. The Company shall, in performing its duties hereunder, effectively and faithfully serve Your Company. In exercising the powers and authorities hereby conferred on it, the Company shall:

      1. always use its best endeavors to protect and promote Your Company’s interests;

      2. observe all applicable laws and regulations relevant to the performance of the Services; and

      3. always act in accordance with good and professional secretarial practice. 

   2. The Company shall be entitled to provide management services to other companies or entities.

   3. The Company shall, in the performance of the Services, be entitled to have regard to its overall responsibility in relation to all matters as may from time to time be entrusted to its management and in particular, but without prejudice to the generality of the foregoing, be entitled to allocate available supplies, manpower and services between its management assignments in such manner as in the prevailing circumstances the Company considers to be fair and reasonable. 

   4. You and Your Company shall, at all times, be allowed full access to the accounts and records of the Company which are relevant to the performance of its obligations specifically for Your Company. Such access shall be granted to the Board and such other persons as shall be specifically authorized by the Board. Representatives of Your Company’s auditor shall, in relation to the audit of Your Company’s accounts, always be considered authorized.

   5. The Company shall, upon your written request, provide Your Company with copies of all documents relevant to Your Company in its possession and otherwise compile such facts and records on the basis of such documents as shall, from time to time be requested by Your Company. The Company is expressly authorized, in rendering the Services, to act on and rely upon the instructions or advice received from the Board, or any person they bona fide believe to be duly authorized by the Board, in all matters concerning Your Company and its business. Such instructions or advice may be communicated orally or in writing, and with or without authentication. Notwithstanding the foregoing, the Company may, at any time, do or refrain from doing any act if it shall, in its absolute discretion, consider it proper to do so in accordance with its duty to Your Company, or the laws or any country having jurisdiction over Your Company.

   
   

5. AUTHORITY 

   1. The Company shall, within the scope of this Agreement, act as an agent of Your Company and be authorized and shall obligate Your Company by its signature in all transactions connected to the provision of the Services. All matters outside the scope of this Agreement and all matters which, according to Your Company’s by-laws, applicable law and/or this Agreement, require a decision by the Board, shall be submitted to the Board and shall not be acted upon by the Company without the prior written consent of the Board.

   2. You and Your Company hereby ratify, confirm and undertake, at all times, to allow, ratify and confirm all actions the Company shall lawfully take or cause to be taken in the bona fide performance of its duties and Services hereunder.

   
   

6. INDEMNITY

   1. The Company shall be under no responsibility or liability for any loss or damage, whether as a loss of profits or otherwise, to you or Your Company arising out of any act or omission involving any error of judgment or any negligence on the part of the Company or any of its officers or employees in connection with the performance of its duties under this Agreement, unless the acts or omissions leading to a loss or damage are caused solely by the gross negligence or willful misconduct on the part of the Company, its officers or employees. The Manager shall not, under any circumstance, be liable to compensate you or Your Company for any loss or damages in excess of the aggregate of the fees paid by you or Your Company in the preceding six months.

   2. You and Your Company agree to indemnify, protect, defend and hold harmless the Company and keep the Company and its officers and employees indemnified against any and all liabilities, costs, claims, demands, proceedings, charges, actions, suits or expenses of whatsoever kind or character that may be incurred or suffered by any of them howsoever arising (other than by reason of fraud or dishonesty on their part) in connection with the provisions of the Services and this Agreement.

   3. The indemnities provided by you and Your Company hereunder shall cover all reasonable costs and expenses payable by the Company in connection with any claims.

   4. To the extent the Company is entitled to claim an indemnity in respect of amounts paid or discharged by the Company pursuant to this Agreement, these indemnities shall take effect as an obligation of you and Your Company to immediately reimburse the Company for making such payment or affecting such discharge.

   5. The indemnification provided by this Clause shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, agreement, the by-laws of Your Company or otherwise, and shall continue after the termination of this Agreement.

   
   

7. TERMINATION

   1. The Company may terminate this Agreement immediately upon written notice to you or Your Company.

   2. Termination shall be without prejudice to any rights or liabilities of either Party hereto arising prior to or in respect of any act or omission occurring prior to termination. 

   3. In the event of termination of the Agreement, the Company shall procure that all such acts are done as may be necessary to give effect to such termination.

   4. Upon the termination of this Agreement, the Company shall hand over to Your Company all books of account, correspondence and records relating to the affairs of Your Company and which are the property of Your Company and which are in its or its sub-contractors’ possession.

   
   

8. REPRESENTATIONS AND WARRANTIES

   1. The Parties represent and warrant that they have the requisite authority to enter into this Agreement and thereby bind and obligate their respective entity in accordance herewith and will perform any and all actions required to effectuate the obligations herein.

      
      

9. DEFAULT

   1. If a Party shall, by any act or omission, be in breach of any material obligation under this Agreement and such breach shall continue for a period of fourteen (14) days after written notice thereof has been given by the Party not in breach to the breaching Party, the Party not in breach shall have the right to terminate this Agreement with immediate effect by notice to the breaching Party. The right to terminate this Agreement shall be in addition to and without prejudice to any other rights which one Party may have against another hereunder.

   2. A Party may immediately, by notice in writing, terminate this Agreement if an order be made or a resolution be passed for the winding up of the other Party or if a receiver be appointed of the business or property of the other, or if the other shall cease to carry on business or make special arrangement or composition with its creditors or if any event analogous with any of the foregoing occurs under any applicable law.

      
      

10. FORCE MAJEURE 

    1. The Company shall be under no liability of any kind or nature whatsoever in the event of a failure to perform any of the Services if such failure is directly or indirectly caused by war, war-like activities, government order, riot, civil commotion, strike or lock-out or similar actions, or Act of God or peril of the sea or any other similar cause beyond the Company’s control.

    
    

11. ASSIGNMENT 

    1. Company may assign this Agreement, or all, or a portion of, the Services, or Company’s designation as Secretary, upon written notice to you or Your Company.  You and Your Company shall cooperate with Company to perform all acts necessary to effectuate such assignment. If you and Your Company do not take the necessary actions to effectuate such assignment, Company may terminate this agreement immediately upon notice to you or Your Company and all other services provided by Company shall cease immediately.

    
    

12. MISCELLANEOUS 

    1. Nothing in this Agreement shall be deemed to constitute a partnership between the Parties.

    2. No failure of a Party to exercise and not delay by it in exercising any right, power or remedy in connection with this Agreement shall operate as a waiver of such right, nor shall any single or partial exercise of any such right preclude any other or further exercise of any such right or the exercise of any other right hereunder. Any express waiver of any breach or failure to perform under this Agreement shall not be deemed to be a waiver of any subsequent breach or failure.