Legal Economic Interest Statement

LEGAL ECONOMIC INTEREST STATEMENT

This Legal Economic Interest Statement (the Statement) is entered into as of , (Effective Date) by and between Declarant Name: (Declarant) and Recipient Name: (Recipient).

Individual    Corporation    Trust    Other:

RECITALS

WHEREAS, Declarant holds an economic interest, contingent rights, or other beneficial economic exposure in certain assets, securities, or contractual rights as described herein (collectively, Economic Interest); and

WHEREAS, Recipient requires a written statement of the nature, extent, and attendant restrictions of the Economic Interest for the purposes of corporate governance, compliance, transfer limitation, or other legitimate business and regulatory purposes; and

WHEREAS, the parties desire to set forth the terms under which Declarant discloses and warrants the information concerning the Economic Interest to Recipient.

NOW, THEREFORE

In consideration of the mutual covenants and representations set forth below and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

For purposes of this Statement, the following terms have the meanings set forth below: "Economic Interest" means any present or contingent right to receive economic benefit from an asset, security, contract, equity, revenue stream, or derivative, whether or not accompanied by voting or managerial rights. "Transfer" means any sale, assignment, pledge, encumbrance, option, or other disposition. Capitalized terms used but not defined herein shall have the meanings ascribed in any applicable agreement identified in Schedule A.

2. STATEMENT OF ECONOMIC INTEREST

Declarant hereby states and certifies that, as of the Effective Date, Declarant's Economic Interest is accurately described as follows.

Percentage or economic share:    Monetary value (if applicable):

3. SCHEDULES AND ATTACHMENTS

The following attachments are incorporated by reference and form part of this Statement: Schedule A (Documentation of Interest), Schedule B (Contracts or Agreements Affecting Interest), and any ancillary certificates.

4. REPRESENTATIONS AND WARRANTIES

Declarant represents and warrants to Recipient that: (a) Declarant has good and marketable title to the economic benefit described herein, subject only to encumbrances disclosed in Schedule A; (b) Declarant has full power and authority to make the disclosures and enter into this Statement; (c) no outstanding Transfer, pledge, lien, or option affecting the Economic Interest exists except as disclosed in Schedule A; and (d) the information contained herein is true, complete, and not misleading in any material respect.

5. COVENANTS

Declarant covenants that, until such time as Declarant validly disposes of the Economic Interest or this Statement is terminated in accordance with its terms, Declarant will: (a) promptly notify Recipient in writing of any Transfer or any material change in the nature, extent, or value of the Economic Interest; (b) provide reasonable documentation to substantiate any Transfer or encumbrance; and (c) comply with any transfer approval processes or restrictions set forth in applicable agreements identified in Schedule A.

6. CONFIDENTIALITY AND USE

Recipient shall maintain the confidentiality of information provided pursuant to this Statement and shall use such information solely for the purposes set forth in the recitals, governance, compliance, or transaction evaluation. Disclosure is permitted where required by law, regulation, or valid legal process provided that Recipient gives prompt notice to Declarant and limits disclosure to the extent reasonably necessary.

7. REPORTING AND UPDATES

Declarant shall update the disclosure required by this Statement within days of any material change. Any update shall be made in writing and delivered pursuant to the Notices provision below.

8. TRANSFER RESTRICTIONS

Unless otherwise expressly permitted in writing by Recipient or as set forth in Schedule A, any Transfer of the Economic Interest shall be subject to Recipient's right to review and, where applicable, consent to the Transfer; such consent shall not be unreasonably withheld where Transfer does not contravene any applicable agreement. Any purported Transfer in violation of this provision shall be null and void as against Recipient to the extent permitted by law.

9. INDEMNIFICATION

Declarant agrees to indemnify, defend, and hold harmless Recipient and its officers, directors, employees, and agents 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 representations, warranties, or covenants made by Declarant herein.

10. GOVERNING LAW

This Statement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified below without regard to principles of conflicts of law.

11. ENTIRE AGREEMENT

This Statement, together with its schedules and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, relating thereto.

12. SEVERABILITY

If any provision of this Statement is determined to be invalid, illegal or unenforceable in any respect, the remainder of this Statement shall remain in full force and effect and such invalid, illegal or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

13. NOTICES

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth below (or such other address as a party may designate by notice). Delivery may be by hand, nationally recognized overnight courier, or certified mail, return receipt requested.

14. AMENDMENT; WAIVER

No amendment or waiver of any provision of this Statement shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right hereunder shall operate as a waiver of such right.

15. COUNTERPARTS; EXECUTION

This Statement 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. Facsimile or electronic signatures shall be deemed originals for all purposes.

16. CERTIFICATION

Declarant certifies under penalty of perjury that the information provided in this Statement, including all schedules and attachments, is true, complete and accurate to the best of Declarant's knowledge and belief, and that Declarant has the authority to make this certification.

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