Legal Annual Compliance Confirmation

LEGAL ANNUAL COMPLIANCE CONFIRMATION

This Legal Annual Compliance Confirmation (the "Confirmation") is made as of between Company Name: , an entity formed under the laws of Jurisdiction of Formation: (the "Company"), and Requesting Party Name: (the "Requesting Party"). The Company and the Requesting Party are each a "Party" and together the "Parties."

RECITALS

WHEREAS, the Requesting Party has requested written confirmation from the Company concerning its annual compliance matters for the period beginning on and ending on (the "Compliance Period");

WHEREAS, the Company seeks to confirm to the Requesting Party, and to certify under penalty of perjury where applicable, the matters set forth below with respect to corporate formalities, statutory filings, tax and regulatory compliance, and any material changes affecting its status.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Confirmation, the following terms shall have the meanings ascribed below: "Filed" means delivered to the appropriate governmental authority in the required form and manner; "Good Standing" means duly formed, validly existing and in compliance with the filing and maintenance requirements of its jurisdiction of formation.

2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the Requesting Party, as of the date set forth below, that the following statements are true and correct to the best of its knowledge:

(a) Entity Status: The Company is duly organized, validly existing and in Good Standing in its jurisdiction of formation.

(b) Annual Reports and Franchise Filings: The Company has Filed all annual reports, franchise tax returns, and other periodic filings required by its jurisdiction of formation for the Compliance Period, except as disclosed in the Exceptions statement below.

(c) Tax Returns: The Company has Filed all required federal, state, and local tax returns for the Compliance Period and has no unpaid material tax liabilities other than liabilities being contested in good faith and reserved in accordance with generally accepted accounting principles; provided, however, that immaterial, routine assessments are excluded.

(d) Licenses and Permits: The Company holds all material licenses, permits and registrations necessary to conduct its business as presently conducted, and such licenses are in full force and effect.

(e) Registered Agent and Registered Office: The Company maintains a registered agent and registered office in its jurisdiction of formation as follows: Registered Office: ; Registered Agent: .

(f) Beneficial Ownership and Know-Your-Customer: The Company has provided to the Requesting Party, or maintains in its records, accurate and complete up-to-date information regarding beneficial ownership as required by applicable law and client onboarding procedures.

(g) Anti-Corruption and Sanctions Compliance: The Company is not in violation of applicable anti-bribery, anti-corruption, export control or economic sanctions laws and is not subject to any sanctions or trade-restriction lists.

3. COMPLIANCE CHECKLIST (TO BE MARKED)

The Company shall indicate compliance by checking the applicable box for each item. If any item is unchecked, the Company must provide a detailed explanation in the Exceptions field below.

Annual report or statement required by the jurisdiction of formation has been Filed.

All required tax returns for the Compliance Period have been Filed and material taxes paid.

All material licenses, permits and registrations are current and effective.

Registered agent and registered office information on file with the applicable authorities is current.

There is no pending or threatened litigation, arbitration, or governmental investigation that would reasonably be expected to result in a material adverse effect on the Company.

The Company is in compliance with applicable anti-corruption, sanctions and export control laws.

4. COVENANTS

The Company covenants to: (a) promptly correct any filings described in this Confirmation that are incomplete or inaccurate; (b) notify the Requesting Party in writing within ten (10) business days of any material change in any representation or warranty set forth herein; and (c) provide reasonable documentary evidence of any filings or payments referenced herein upon request.

5. INDEMNIFICATION

The Company agrees to indemnify and hold harmless the Requesting Party from and against any third-party claims, liabilities, losses, costs or expenses (including reasonable attorneys' fees) arising from any material inaccuracy in the representations and warranties contained in this Confirmation, except to the extent such inaccuracy results from information provided in writing by the Requesting Party.

6. NOTICES

Notices under this Confirmation shall be in writing and shall be effective upon receipt when delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses indicated above or to such other address as either Party may designate in writing.

7. AMENDMENT; WAIVER; COUNTERPARTS

This Confirmation may be amended or modified only by a written instrument executed by both Parties. No failure or delay by either Party in exercising any right under this Confirmation shall constitute a waiver of that right. This Confirmation may be executed in counterparts, each of which shall be deemed an original, and all of which together constitute one and the same instrument.

8. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Confirmation shall be governed by and construed in accordance with the laws of the jurisdiction of formation of the Company without regard to principles of conflicts of law. This Confirmation constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral. If any provision of this Confirmation is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

9. CERTIFICATION

The undersigned officer or authorized representative of the Company certifies, under penalty of perjury to the best of his or her knowledge and belief, that the statements set forth in this Confirmation are true, correct and complete as of the date signed below, and that the undersigned is authorized to make such certification on behalf of the Company.

Sign Now