UBO Structure Document

UBO STRUCTURE DOCUMENT

This UBO Structure Document (the Document) is entered into as of Effective Date: by and between Company: , organized under the laws of Jurisdiction: , Registration Number: , and Reporting Party: , Address: (each a Party and together the Parties).

RECITALS

WHEREAS, Company maintains corporate ownership records and compliance information necessary to identify individuals who are ultimate beneficial owners (UBOs) of the Company and its direct and indirect owners; and

WHEREAS, Reporting Party has knowledge of, and access to, the ownership and control information of persons and entities related to Company and is required to disclose accurate UBO information to Company for regulatory, compliance and internal recordkeeping purposes; and

WHEREAS, the Parties desire to set forth in this Document the structure of ownership and control, the identity of Ultimate Beneficial Owners, the representations and certifications of accuracy, and the procedures for updating and protecting such information.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the Parties agree as follows.

1. DEFINITIONS

For purposes of this Document, the following terms have the meanings set forth below:

"Ultimate Beneficial Owner" or "UBO" means any natural person who, directly or indirectly, ultimately owns or controls the Company, whether through ownership interest, voting control, rights to appoint or remove officers or directors, or by other means, and includes any person exercising ultimate effective control over the Company.

2. UBO DISCLOSURE

Reporting Party shall disclose below all known Ultimate Beneficial Owners of the Company and the chain of ownership by which such UBOs exercise control or derive beneficial ownership. For each listed UBO, Reporting Party certifies that the information provided is accurate and complete to the best of Reporting Party's knowledge.

UBO 1

UBO 2

ADDITIONAL UBOs

If the Company has more than two UBOs, continue disclosure on an attached schedule and indicate the total number of additional UBOs disclosed:

3. CERTIFICATION AND REPRESENTATIONS

Reporting Party represents and warrants that (a) all UBOs identified herein are true and accurate as of the Effective Date; (b) Reporting Party has provided all material information known to it concerning ownership and control of the Company that could affect the identification of any UBO; and (c) there are no undisclosed arrangements, trusts, nominees or other persons through which beneficial ownership or control is exercised, except as disclosed in this Document or an attached schedule.

4. OBLIGATION TO UPDATE

Reporting Party shall notify Company in writing of any material change in the identity, ownership percentage, residence, nationality, identification or nature of control of any UBO within days of becoming aware of such change. Notification shall be delivered in accordance with the Notices section below.

5. CONFIDENTIALITY AND USE OF INFORMATION

The Parties acknowledge that UBO information is confidential and shall be used only for legitimate compliance, regulatory, internal recordkeeping and legal purposes. Company may disclose UBO information to competent authorities, auditors, legal counsel or as required by applicable law. Company will maintain commercially reasonable safeguards to protect the confidentiality of UBO data.

6. INDEMNITY

Reporting Party shall indemnify, defend and hold harmless Company and its directors, officers and agents from and against any and all claims, losses, liabilities, damages, fines, penalties and expenses (including reasonable attorneys' fees) arising out of any breach of the representations or warranties contained in this Document or from any negligent or willful misstatement or omission in the UBO disclosures.

7. DATA PROTECTION

Reporting Party consents to the processing and transfer of personal data contained in this Document for the purposes described herein. Company shall process such personal data in accordance with applicable law and solely for compliance, audit, regulatory reporting and related corporate governance purposes.

8. NOTICES

All notices required or permitted under this Document shall be in writing and delivered by hand, nationally recognized courier, or certified mail to the addresses below or to such other address as either Party shall designate by written notice.

9. AMENDMENT; WAIVER; COUNTERPARTS

No amendment of this Document shall be effective unless made in writing and signed by authorized representatives of both Parties. No waiver of any provision shall constitute a waiver of any other provision or of the same provision on another occasion. This Document may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one agreement.

10. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Document shall be governed by and construed in accordance with the laws of Jurisdiction: , without regard to conflict of laws principles. This Document constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior discussions and agreements. If any provision of this Document is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

11. MISCELLANEOUS

The obligations, representations and warranties contained in this Document shall survive the execution and delivery of this Document for so long as necessary to satisfy applicable regulatory, statutory or contractual recordkeeping requirements.

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