Legal Purchaser Declaration Form

LEGAL PURCHASER DECLARATION FORM

This Legal Purchaser Declaration Form (the Declaration) is made as of Date: by and between Seller Name: (Seller) and Purchaser Name: (Purchaser).

RECITALS

WHEREAS, Seller and Purchaser have entered into or intend to enter into a transaction pursuant to which Purchaser will acquire certain assets or property described as:

WHEREAS, Seller requires a written declaration from Purchaser certifying Purchaser's identity, beneficial ownership, source of funds and certain representations and covenants as a condition to closing; and

WHEREAS, Purchaser is willing to provide the representations, warranties and undertakings set forth below to induce Seller to proceed with the transaction.

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

1. DEFINITIONS

Capitalized terms used in this Declaration shall have the meanings ascribed to them in the purchase agreement between Seller and Purchaser, except as otherwise defined herein. For purposes of this Declaration, "Beneficial Owner" means any natural person who, directly or indirectly, ultimately owns or controls the Purchaser or on whose behalf the transaction is being conducted.

2. PURCHASER IDENTIFICATION

Individual Corporation Limited Liability Company Other (specify below)

3. BENEFICIAL OWNERSHIP AND CONTROL

Purchaser declares the following natural persons, if any, are Beneficial Owners holding a 10% or greater ownership or control interest in Purchaser, or otherwise exercising significant influence over Purchaser:

If additional Beneficial Owners exist, attach a signed schedule identifying each such person and the nature of their ownership or control and initial below to confirm attachment: Initials:

4. SOURCE OF FUNDS; PURCHASE DETAILS

Purchaser certifies that the funds to be used in connection with the transaction are not derived from illegal activities, and Purchaser will provide, upon request, documentary evidence of the source and lawful provenance of the funds.

5. REPRESENTATIONS AND WARRANTIES

Purchaser represents and warrants to Seller that:

(a) Purchaser has the full power, authority and legal capacity to enter into and perform this Declaration and the underlying transaction; any individual signing on behalf of Purchaser is authorized to do so;

(b) The information and statements made in this Declaration and in any schedule or document delivered in connection herewith are true, complete and correct in all material respects as of the date hereof;

(c) Purchaser is not a person or entity listed on any governmental sanctions list, and Purchaser is not otherwise a designated or blocked person under applicable economic sanctions or anti-terrorism laws. Purchaser certifies this by checking the box below:
Purchaser certifies it is not a sanctioned or blocked person under applicable laws.

6. COVENANTS

Purchaser covenants to notify Seller in writing within five (5) business days of any material change in the information provided in this Declaration, including any change in beneficial ownership, control, identity, or source of funds.

Purchaser further covenants to provide, at Purchaser's expense, any additional documentation reasonably requested by Seller to verify any representation or declaration contained herein, including, without limitation, government-issued identification, corporate formation documents, and bank records.

7. INDEMNIFICATION

Purchaser shall indemnify, defend and hold harmless Seller and its affiliates, officers, directors and agents from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of the representations, warranties or covenants contained in this Declaration or any untrue statement of material fact made by Purchaser herein.

8. CONFIDENTIALITY

Except as required by law or for purposes of enforcement of this Declaration, the parties agree to keep confidential the information provided hereunder and not to disclose such information to any third party without the prior written consent of the other party.

9. NOTICES

Notices given under this Declaration shall be in writing and shall be effective upon receipt when delivered personally, by nationally recognized overnight courier, or by certified mail, return receipt requested, to the addresses provided above.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Declaration shall be governed by and interpreted in accordance with the laws of the State of , without regard to its conflicts of law principles.

This Declaration constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral, relating thereto.

If any provision of this Declaration is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof and this Declaration shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

11. AMENDMENTS; WAIVER; COUNTERPARTS

This Declaration may be amended only by a written instrument executed by both parties. No failure or delay by a party in exercising any right hereunder shall operate as a waiver of any such right. 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.

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