Legal Information and Declarations Form

LEGAL INFORMATION AND DECLARATIONS FORM

This Legal Information and Declarations Form (the "Form") is executed as of the date set forth in the signature block below by and between Declarant: , an entity of type formed under the laws of , with principal address ; and Recipient: , an entity of type formed under the laws of , with principal address .

Recitals

WHEREAS, Declarant possesses certain legal, organizational and factual information relevant to Recipient's consideration of a business relationship or transaction, including but not limited to corporate organization, ownership, litigation history, regulatory status, and other material legal matters; and

WHEREAS, Recipient requires accurate and complete declarations from Declarant for purposes of due diligence, compliance with applicable laws and contractual assessment; and

WHEREAS, the parties desire to set forth certain declarations, representations, warranties and procedures for notice and amendment in writing.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Definitions

1.1 "Declarant" means the party identified above as Declarant and any of its Affiliates that provide information under this Form. "Recipient" means the party identified above as Recipient. "Affiliate" means any entity that controls, is controlled by, or is under common control with a party.

2. Declarant Information

Individual Corporation Limited Liability Company Partnership Other:

Month Day Year

3. Declarations

Declarant hereby declares, represents and warrants the following facts as true and accurate to the best of Declarant's knowledge. For each item, if a disclosure is required, check the Disclosure box and provide complete details in the accompanying description field.

3.1 Litigation and Proceedings — There are no material civil or criminal proceedings pending against Declarant, nor any such proceedings known to be threatened, except as disclosed below.

Check if any litigation, arbitration, administrative or enforcement proceedings exist or are threatened.

3.2 Insolvency and Bankruptcy — Declarant is not insolvent, and Declarant has not filed or been subject to any bankruptcy, insolvency, reorganization, receivership or analogous proceeding in the past seven years, except as disclosed below.

Check if any bankruptcy or insolvency event has occurred or is pending.

3.3 Regulatory, Sanctions and Compliance Matters — Declarant is not subject to material sanctions, debarment, or unresolved regulatory enforcement actions, and Declarant is not on any denied-party or sanctions list, except as disclosed below.

Check if any regulatory, sanctions, or compliance matters exist.

3.4 Conflicts of Interest — To Declarant's knowledge, no officer, director, or beneficial owner has an actual or potential conflict of interest that has not been disclosed to Recipient.

Check if any actual or potential conflicts of interest exist.

4. Representations and Warranties

4.1 Declarant represents and warrants that all information provided in this Form is true, correct and complete in all material respects as of the date hereof and that Declarant has the full power and authority to make the declarations herein and to execute and deliver this Form.

4.2 Declarant warrants that no material fact has been omitted that would make any statement herein misleading and that Declarant will promptly notify Recipient in writing of any material change to the facts or circumstances disclosed in this Form.

5. Covenants

Declarant covenants to update and supplement the information provided in this Form within ten (10) business days of becoming aware of any fact or circumstance that would cause any representation, warranty or declaration in this Form to be materially untrue or incomplete.

6. Confidentiality

All information furnished under this Form shall be treated as Confidential Information of Declarant. Recipient shall use such information solely for the evaluation and performance of the contemplated transaction and shall not disclose such information except (a) to its Affiliates, legal counsel, auditors or permitted advisors who have a need to know and are bound by confidentiality obligations, or (b) as required by law, regulatory authority or court order, in which case Recipient shall, to the extent permitted, provide prompt notice to Declarant.

7. Notices

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and delivered to the addresses set forth below (or to such other address as a party may designate by written notice in accordance with this section).

8. Amendments; Waiver; Counterparts

No amendment, modification or waiver of any provision of this Form shall be effective unless in writing and signed by both parties. The waiver by any party of a breach of any provision of this Form shall not operate or be construed as a waiver of any subsequent breach. This Form may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

9. Governing Law; Entire Agreement; Severability

This Form shall be governed by and construed in accordance with the laws of the state or jurisdiction selected by the parties below without regard to principles of conflicts of law. This Form constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions, representations and agreements. If any provision of this Form is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Governing law selection (optional):

10. Certification

By signing below, Declarant certifies under penalty of perjury that Declarant has read and understands the statements made in this Form and that the information provided is true, complete and correct to the best of Declarant's knowledge. Declarant acknowledges that Recipient may rely upon such information and that any material misstatement or omission may give rise to contractual, regulatory and legal remedies.

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