Beneficial Ownership Agreement

BENEFICIAL OWNERSHIP AGREEMENT

This Beneficial Ownership Agreement (the Agreement) is made as of Day: Month: Year: by and between Company Name: (Entity Type: Corporation Limited Liability Company Other) with principal place of business at (the Company), and Beneficial Owner Name: (Entity Type: Individual Trust Other) with address at (the Beneficial Owner). Collectively, the Company and the Beneficial Owner are the Parties.

RECITALS

WHEREAS, the Company requires the identification and written confirmation of the natural person or persons who, directly or indirectly, exercise beneficial ownership or control over the Company for regulatory compliance, recordkeeping, and internal governance purposes; and

WHEREAS, the Beneficial Owner possesses a direct or indirect ownership interest or exercises control in a manner that constitutes beneficial ownership as defined herein and desires to make the representations, warranties and covenants set forth below; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the disclosure, maintenance and update of information concerning beneficial ownership.

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 "Beneficial Owner" means the natural person or persons who, directly or indirectly, own or control the subject equity or voting interests described in Schedule A, or who otherwise exercise substantial control over the Company. The Beneficial Owner hereby declares that the individual(s) identified in Schedule A are the beneficial owner(s) for purposes of this Agreement.

1.2 "Control" means the possession, direct or indirect, of the power to direct or cause the direction of the management or policies of an entity, whether through ownership of voting securities, by contract or otherwise.

2. BENEFICIAL OWNERSHIP DECLARATION AND REPRESENTATIONS

2.1 The Beneficial Owner represents and warrants that the information provided in Schedule A is complete, true and accurate as of the date hereof and identifies all persons who are beneficial owners of the Company to the best of the Beneficial Owner's knowledge and belief.

2.2 The Beneficial Owner affirms that the percentage of ownership or control attributable to the Beneficial Owner is as reflected in Schedule A.

3. DUTY TO UPDATE; NOTICE OF CHANGE

3.1 The Beneficial Owner shall promptly provide written notice to the Company of any change in any fact or circumstance reported in Schedule A, including but not limited to changes in ownership percentage, identity of the beneficial owner, or any change in the Beneficial Owner's legal name or principal address.

3.2 Such written notice shall be provided within days of the occurrence of the change and shall state the nature of the change and the effective date thereof.

4. TRANSFER RESTRICTIONS AND CONSENT

4.1 The Beneficial Owner shall not transfer, encumber or otherwise dispose of any interest described in Schedule A in a manner that would obscure or alter beneficial ownership without first providing written notice to the Company and complying with any consent procedures required by the Company's operating documents and applicable law.

4.2 The Company may, consistent with its fiduciary obligations and applicable law, require additional documentation or certification prior to recognizing any purported transfer or change in beneficial ownership.

5. CONFIDENTIALITY

5.1 The Company agrees to maintain as confidential all non-public personal and ownership information provided by the Beneficial Owner, except as required to be disclosed: (a) to auditors, legal counsel, or regulatory authorities with a legitimate need to know; (b) by court order or other compulsory legal process; or (c) as otherwise required by applicable law. Disclosure under clauses (a) through (c) shall be made only after reasonable effort to provide the Beneficial Owner with prior notice where permissible.

5.2 The Beneficial Owner acknowledges that the Company may maintain records of the information set forth in Schedule A and may provide reports to governmental or regulatory authorities consistent with legal obligations.

6. ACCESS; AUDIT RIGHTS

6.1 The Company shall have the right to request, and the Beneficial Owner shall promptly provide, documentation reasonably necessary to verify the information set forth in Schedule A, including government-issued identification, organizational formation documents, trust instruments, or other documents reasonably requested by the Company.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each Party represents and warrants that it has full power and authority to enter into and perform this Agreement and that the execution and performance hereof will not violate any agreement or instrument to which it is a party.

7.2 The Beneficial Owner further represents and warrants that, to the Beneficial Owner's knowledge, no statement contained in Schedule A or other information delivered to the Company contains any material misstatement or omission of fact required to make such information not misleading.

8. INDEMNIFICATION

8.1 The Beneficial Owner shall indemnify, defend and hold harmless the Company and its officers, directors, agents and employees from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from any breach of the Beneficial Owner's representations, warranties or covenants contained in this Agreement.

9. REMEDIES

9.1 The remedies available to the Company for any breach of this Agreement shall include, without limitation, injunctive relief, specific performance, damages, and any other remedy available at law or in equity. The Parties agree that monetary damages may be an inadequate remedy for breach of certain provisions of this Agreement.

10. TERM AND TERMINATION

10.1 This Agreement shall commence on the date first written above and shall remain in effect until terminated by mutual written agreement of the Parties or as otherwise required by law. Termination shall not relieve the Beneficial Owner of obligations with respect to representations, warranties or indemnities arising before termination.

11. NOTICES

11.1 All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the address set forth above or such other address as either Party may designate by written notice in accordance with this Section.

12. AMENDMENTS

12.1 This Agreement may be amended only by a written instrument executed by both Parties. No course of conduct or failure to enforce a provision shall be construed as a waiver of that provision or of the right to require strict performance thereafter.

13. WAIVER

13.1 No waiver of any breach of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement is sought. No waiver of any provision shall constitute a waiver of any other provision or of any subsequent breach.

14. GOVERNING LAW

14.1 This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles.

15. ENTIRE AGREEMENT

15.1 This Agreement, together with Schedule A and any other documents expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether oral or written.

16. SEVERABILITY

16.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, the remainder of this Agreement shall remain in full force and effect and shall be construed so as to effectuate the intent of the Parties to the fullest extent permitted by law.

17. COUNTERPARTS

17.1 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 electronically or by facsimile shall be deemed binding for all purposes.

SCHEDULE A — BENEFICIAL OWNERSHIP DETAILS

List each beneficial owner, the nature of their ownership or control, identifying information, and the percentage of economic or voting interest held.

Each Party acknowledges that it has read and understood this Agreement, accepts the terms herein, and warrants that the person signing on its behalf is authorized to bind such Party.

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