Ownership Disclosure Form

OWNERSHIP DISCLOSURE FORM

Disclosing Party Name:    Principal Address:

Receiving Party Name:    Principal Address:

Date of Disclosure:

RECITALS

WHEREAS, Disclosing Party is an owner, member or equity holder in one or more entities and possesses material information regarding ownership interests, beneficial ownership and related affiliations that may be relevant to the Receiving Party's evaluation of conflicts, regulatory compliance and contractual obligations; and

WHEREAS, Receiving Party requires accurate and complete disclosure of direct and indirect ownership interests and beneficial owners in order to satisfy due diligence, compliance and contractual review obligations; and

WHEREAS, Disclosing Party is willing to disclose such information subject to the terms and certifications set forth herein.

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

1. DEFINITIONS

For purposes of this Form, the following terms have the meanings set forth below: "Beneficial Owner" means any natural person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, exercises substantial control over an entity or owns or controls, directly or indirectly, 10% or more of the equity interest in an entity. "Ownership Interest" means any legal, beneficial or equitable interest, including but not limited to shares, membership units, voting rights, options, warrants, convertible securities and similar instruments.

2. CURRENT OWNERSHIP DISCLOSURE

Disclosing Party hereby discloses the following direct ownership interests and Beneficial Owners of the entity or entities identified below. If an item does not apply, state "None" in the appropriate field.

Owner 1 Name:    Type of Interest:    Percentage Owned:

Owner 2 Name:    Type of Interest:    Percentage Owned:

Owner 3 Name:    Type of Interest:    Percentage Owned:

3. BENEFICIAL OWNERS AND CONTROL

Identify any natural persons who are Beneficial Owners or who have material control over the entity (chair, CEO, controlling member, or other). Include the basis for control (voting agreement, management agreement, family relationship, etc.).

4. INDIRECT OWNERSHIP, CHAINS AND AGGREGATION

Disclose any indirect ownership (through intermediary entities, trusts, nominee arrangements, or family holdings) sufficient to show the chain of ownership up to the natural person Beneficial Owners. Provide entity names, jurisdictions and the nature of the relationship.

5. REPRESENTATIONS AND CERTIFICATIONS

Disclosing Party represents and certifies that, to the best of its knowledge after reasonable inquiry: (a) the information provided in this Form and any attached schedules is true, correct and complete in all material respects; (b) no material ownership interest or Beneficial Owner has been omitted; and (c) any material change to the ownership information will be disclosed in writing to Receiving Party within days of such change.

Disclosing Party further acknowledges that falsification or material omission in this disclosure may constitute a breach of contract, a basis for termination of agreements between the parties, and may expose the Disclosing Party to civil or regulatory penalties where applicable.

6. CONFIDENTIALITY

All information disclosed pursuant to this Form shall be treated as confidential by Receiving Party and shall not be used except as necessary for the purposes set forth in the parties' governing agreements or as required by law. Notwithstanding the foregoing, Receiving Party may disclose information to its legal counsel, auditors and regulatory authorities as necessary, provided such parties are bound by confidentiality obligations no less protective than those contained herein.

7. NOTICES

Notices under this Form shall be given in writing and delivered to the addresses set forth at the beginning of this Form or to such other address as a party designates by written notice to the other party.

8. MISCELLANEOUS

Governing Law: This Form shall be governed by and construed in accordance with the laws of the jurisdiction specified in the parties' underlying agreement. If no governing jurisdiction is specified in such agreement, the parties agree that the laws of the state identified below shall govern: .

Entire Agreement: This Form constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written disclosures and representations concerning ownership disclosure.

Severability: If any provision of this Form is held to be invalid or unenforceable, such provision shall be reformed to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

Amendments and Waiver: No amendment or waiver of any provision of this Form shall be effective unless in writing signed by both parties. No failure or delay by either party in exercising any right under this Form shall operate as a waiver thereof.

Counterparts: This Form 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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