Dissolution Vote Agreement

DISSOLUTION VOTE AGREEMENT

This Dissolution Vote Agreement (the Agreement) is entered into as of by and among Company Name: Registration/ID: and Voting Member/Shareholder: Capacity: .

RECITALS

WHEREAS, the Board of Directors or Managers of the Company convened a meeting on (the Meeting) at which the vote to approve the dissolution of the Company was scheduled; and

WHEREAS, proper notice of the Meeting and the proposed dissolution action was given in accordance with the governing documents of the Company and applicable law, and a quorum was present or represented at the Meeting sufficient to take binding action; and

WHEREAS, the undersigned parties now desire to document the results of the vote, to authorize the taking of dissolution actions, and to establish procedures for winding up and distributing the Company’s affairs.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the following meanings: "Effective Date" means the date set forth in Section 3; "Final Distribution" means the final allocation and payment of assets to the holders of equity interests after satisfaction of all known liabilities and reserves; "Tax Representative" means the person appointed under Section 6.

2. VOTE AND CERTIFICATION

The undersigned hereby certify that at the Meeting held on the following votes were cast and counted for the purpose of approving the dissolution of the Company:

Total Votes Entitled to Vote: ; Votes in Favor: ; Votes Against: ; Abstentions: .

The undersigned further certify that the foregoing vote satisfies the approval requirements set forth in the Company’s governing documents and applicable law and that the dissolution was authorized by the requisite majority or consent.

3. EFFECTIVE DATE

The Effective Date of dissolution shall be , or such other date as may be specified by law upon filing of the requisite certificate of dissolution, provided that the parties shall take all steps necessary to cause the Effective Date to reflect the actual winding up timeline.

4. AUTHORIZATION TO TAKE DISSOLUTION ACTIONS

The undersigned hereby authorize and direct the officers, managers, or other authorized persons of the Company to take all actions necessary or desirable to effectuate the dissolution and winding up of the Company’s affairs, including without limitation: (a) preparing, executing and filing any certificate, statement or other document required to be filed with governmental authorities; (b) publishing or providing any notices required by law; (c) collecting and liquidating assets; (d) settling, compromising and defending claims and liabilities; and (e) taking such other actions as are necessary to effectuate an orderly wind-up (collectively, the Dissolution Actions).

5. DISTRIBUTION OF ASSETS AND RESERVES

Subject to applicable law and the payment or adequate provision for payment of known liabilities and obligations (including contingent liabilities and reasonably estimated reserves), the Company shall distribute its remaining assets among holders of its equity interests in accordance with the governing documents. The parties agree to the preliminary distribution plan described below and to cooperate in good faith to finalize distributions.

6. TAX MATTERS

The parties appoint as Tax Representative with authority to prepare, execute and file final tax returns, to determine the timing and character of reporting items, and to receive tax information and notices on behalf of the Company. The Tax Representative shall have the authority to make elections, allocate items, and execute documents reasonably necessary to conclude the Company’s tax affairs.

7. RELEASES AND INDEMNIFICATION

Except for willful misconduct or gross negligence, the Company agrees to indemnify and hold harmless the officers and directors/managers who act in good faith in carrying out Dissolution Actions. No party shall be released from liability for any breach of this Agreement that occurs prior to the Effective Date, and each party shall cooperate in good faith to resolve outstanding claims.

8. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below or to such other address as a party may designate by notice.

9. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction of organization of the Company without regard to conflict of law principles. Any litigation or proceeding arising out of or relating to this Agreement shall be brought exclusively in the courts located in that jurisdiction, and the parties irrevocably submit to the jurisdiction of such courts.

10. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not be affected. No amendment to this Agreement shall be effective unless in writing and executed by all parties. No failure or delay by any party in exercising any right shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument.

11. MISCELLANEOUS

Headings are for reference only and shall not affect interpretation. Wherever the context requires, the singular includes the plural and vice versa. The parties shall execute and deliver such further instruments and take such further actions as are reasonably necessary to carry out the provisions of this Agreement.

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