Legal Entity Declaration Form

LEGAL ENTITY DECLARATION FORM

This Legal Entity Declaration Form (the "Declaration") is made and entered into by and between Entity Name: , an entity formed under the laws of Jurisdiction: , and Recipient Name: , each a "Party" and collectively the "Parties."

Recitals

WHEREAS, Entity Name represents that it is duly organized, validly existing and in good standing under the laws of the jurisdiction identified above and possesses full corporate or other powers necessary to own its properties and to carry on its business as presently conducted; and

WHEREAS, Recipient Name requires an affirmative written declaration of the Entity's formation, ownership, and authority for purposes of regulatory compliance and contractual due diligence; and

WHEREAS, the Parties desire to set forth the representations and certifications of the Entity concerning its legal status, ownership, and authority to execute documents on its behalf.

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:

1. Definitions

For purposes of this Declaration, the following terms shall have the meanings set forth below: "Beneficial Owner" means any individual who, directly or indirectly, exercises substantial control over the Entity or owns or controls, directly or indirectly, 25% or more of the ownership interests of the Entity; "Authority" means the corporate or other power and authorization necessary to execute and deliver this Declaration and to bind the Entity.

2. Entity Information

Formation Date: . Principal office address:

3. Entity Type

The Entity declares it is operating as (check all that apply):

Corporation LLC Partnership

Trust Sole Proprietorship Other:

4. Beneficial Ownership

The Entity certifies the following individuals are Beneficial Owners as defined above. The Entity shall promptly notify Recipient Name if any information below changes.

If additional Beneficial Owners exist, attach an addendum signed by an authorized representative and initialed below:

5. Representations and Warranties

The Entity represents and warrants to Recipient Name that: (a) the information provided in this Declaration is true, complete and accurate in all material respects as of the date hereof; (b) the undersigned is duly authorized to execute this Declaration on behalf of the Entity and to bind the Entity to its terms; (c) the Entity is not subject to any sanction, prohibition or order that would prevent performance of its obligations or the truth of the representations herein; and (d) no material litigation, administrative action, or investigation is pending or, to the Entity's knowledge, threatened against the Entity which would materially affect the accuracy of the information provided.

6. Compliance and Covenants

The Entity covenants to maintain accurate records regarding its ownership and control and to provide Recipient Name with written notice of any change in beneficial ownership, formation status, authority, or address within thirty (30) days of such change. The Entity agrees to comply with applicable laws and regulations relating to ownership disclosure and to provide additional documentation upon reasonable request consistent with confidentiality obligations.

7. Indemnification

The Entity shall indemnify and hold harmless Recipient Name and its officers, directors and agents from and against any loss, liability, damage, cost or expense (including reasonable attorneys' fees) arising out of or related to any breach of the representations, warranties or covenants made by the Entity in this Declaration, including liability arising from inaccurate or incomplete information provided by the Entity.

8. Notices

All notices required or permitted under this Declaration shall be in writing and delivered to the addresses below (or such other address as a Party may designate by notice). Notices shall be deemed given upon personal delivery, one (1) business day after delivery to an overnight courier, or three (3) business days after deposit in the U.S. mail with first-class postage prepaid.

9. Amendments; Waiver

This Declaration may be amended only by a written instrument signed by both Parties. No waiver of any provision of this Declaration shall be effective unless in writing and signed by the Party against whom enforcement is sought; no waiver of any breach shall constitute a waiver of any other breach.

10. Counterparts

This Declaration may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding for all purposes.

11. Governing Law; Severability; Entire Agreement

This Declaration shall be governed by and construed in accordance with the laws of the jurisdiction of formation specified above, excluding its conflicts of laws rules. If any provision of this Declaration is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect. This Declaration 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.

12. Acknowledgment of Penalties for False Statements

The undersigned acknowledges that making a false statement in a declaration or certification of this kind may subject the signer and the Entity to penalties under applicable law, and hereby certifies that the information provided herein is true, correct and complete to the best of the signer's knowledge and belief.

13. Miscellaneous

The Parties agree that any dispute arising under this Declaration shall be resolved in accordance with the dispute resolution provisions agreed between the Parties in any controlling agreement; absent such provisions, the Parties submit to the exclusive jurisdiction of the courts of the jurisdiction of formation specified above.

Authorized Representative Name: Title:

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