Legal Ownership Declaration

LEGAL OWNERSHIP DECLARATION

This Legal Ownership Declaration (the Declaration) is made as of by Owner Name: an entity type Individual Corporation LLC Trust Other, with Principal Address: (Declarant), in favor of Recipient Name: , Recipient Address: (Recipient).

RECITALS

WHEREAS, Declarant is the person or legal entity asserting legal and beneficial ownership of certain tangible and/or intangible property described in Schedule A attached hereto and incorporated by reference; and

WHEREAS, Declarant desires to make a formal declaration of ownership for the purposes of establishing record, transferring title, or providing notice to third parties and to confirm the status of title, encumbrances, and authority to convey; and

WHEREAS, Recipient is authorized to receive this Declaration and to rely upon the representations and warranties made herein for recordation, registration, or other lawful purposes as set forth below.

NOW, THEREFORE

In consideration of the mutual covenants and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Declarant and Recipient agree as follows:

1. DECLARATION OF OWNERSHIP

Declarant hereby declares, certifies and warrants that Declarant is the sole legal and beneficial owner of the property described in Schedule A (the Property). Declarant further declares that, except as expressly disclosed in Schedule A, Declarant holds fee simple title to the Property and there are no outstanding liens, encumbrances, security interests, claims, options, or adverse interests affecting title other than those expressly set forth in Schedule A.

2. SCHEDULE A — DESCRIPTION OF PROPERTY

Declarant shall describe the Property in sufficient detail to identify the asset(s), including any relevant legal descriptions, serial numbers, registration numbers, account identifiers, or other unique identifiers. If additional space is required, attach pages numbered consecutively and marked Schedule A.

3. REPRESENTATIONS AND WARRANTIES

Declarant represents and warrants to Recipient as of the date hereof that: (a) Declarant has full power and authority to execute and deliver this Declaration and to perform its obligations hereunder; (b) the execution, delivery and performance of this Declaration have been duly authorized by all necessary action; (c) this Declaration constitutes a valid and binding obligation of Declarant enforceable in accordance with its terms; and (d) to Declarant’s knowledge, no action, suit or proceeding is pending or threatened that would materially impair Declarant’s title to the Property.

4. ENCUMBRANCES; DISCLOSURE

Declarant shall disclose all liens, mortgages, security interests, leases, easements, restrictions, judgments, pending litigation, or other encumbrances affecting the Property in Schedule A. If none exist, Declarant represents that no encumbrances exist as of the date of this Declaration. Any material adverse change to the status of encumbrances shall be promptly disclosed in writing to Recipient in accordance with the Notices provision below.

5. AUTHORIZATION TO RECORD AND TO EXECUTE INSTRUMENTS

Declarant authorizes Recipient and its agents to record or file this Declaration, or a memorandum hereof, in any public registry or other office where such recordation or filing is customary or necessary to protect or perfect Declarant’s ownership or Recipient’s reliance hereon. Declarant agrees to execute such further instruments and take such further actions as may be reasonably required to effectuate the purposes of this Declaration.

6. INDEMNITY

Declarant shall indemnify, defend and hold harmless Recipient and its officers, directors, agents and employees from and against any and all liabilities, losses, claims, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from a breach of any representation, warranty or covenant made by Declarant in this Declaration or from any claim of third parties adverse to the ownership asserted herein.

7. REMEDIES

The rights and remedies provided in this Declaration are cumulative and in addition to any other rights or remedies available at law or in equity, including injunctive relief and specific performance. Recipient shall be entitled to recover costs and expenses, including reasonable attorneys' fees, incurred in enforcing this Declaration following any breach by Declarant.

8. NOTICES

Any notice, demand or communication required or permitted under this Declaration shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three (3) days after being deposited in the United States mail, postage prepaid, addressed to the parties at their respective addresses set forth below or at such other address as either party may designate by notice to the other.

9. GOVERNING LAW; VENUE

This Declaration shall be governed by and construed in accordance with the substantive laws of the state or jurisdiction indicated by Declarant below, without regard to conflict of laws principles. The parties consent to exclusive jurisdiction and venue in the courts located in that jurisdiction for any dispute arising under this Declaration.

10. ENTIRE AGREEMENT; AMENDMENT; WAIVER; SEVERABILITY

This Declaration constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. No amendment, modification, or waiver of any provision of this Declaration shall be effective unless set forth in a written instrument signed by the party against whom enforcement is sought. Failure or delay by any party to exercise any right shall not constitute a waiver. If any provision of this Declaration is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11. COUNTERPARTS

This Declaration 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 transmitted by facsimile or electronic image shall be deemed original signatures for all purposes.

12. CERTIFICATION

Declarant certifies under penalty of law that the statements contained in this Declaration are true, accurate and complete to the best of Declarant's knowledge and belief as of the date executed below. Declarant acknowledges that Recipient may rely upon this Declaration in good faith and that any material misrepresentation or omission may subject Declarant to legal liability.

ADDITIONAL INFORMATION

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