Legal Certificate of Dissolution

LEGAL CERTIFICATE OF DISSOLUTION

This Certificate of Dissolution is executed on this by and between the following parties for the purpose of terminating the existence of the entity described below.

Company Name:   Jurisdiction of Formation:

Entity Type: Corporation Limited Liability Company Limited Partnership Other

Entity Identification Number (if any):

RECITALS

WHEREAS, the members, shareholders, or other governing body of the Company duly adopted a resolution to dissolve the Company in accordance with the applicable laws of the jurisdiction of formation on ;

WHEREAS, all statutory conditions precedent to dissolution required by the governing law of the jurisdiction have been satisfied or will be satisfied as set forth in this Certificate of Dissolution;

WHEREAS, the Company desires to wind up its business and affairs, to provide for notice to creditors and claimants, to provide for the disposition of assets and liabilities, and to effect an orderly dissolution.

NOW THEREFORE, the Company hereby certifies as follows:

1. DISSOLUTION

The Company is dissolved and is winding up its business and affairs pursuant to the resolution described above and the applicable provisions of the laws of the jurisdiction of formation. The effective date of dissolution shall be , unless an earlier or later date is specified by law.

2. AUTHORITY AND APPROVAL

The dissolution was approved in the manner required by the Company’s organizational documents and the governing law of the jurisdiction of formation. The person executing this Certificate of Dissolution is duly authorized to do so on behalf of the Company.

3. WINDING UP PROCEDURES

The Company shall wind up its affairs and liquidate its assets in accordance with applicable law. The Company will (a) give notice to known creditors and claimants; (b) collect and reduce to cash its assets; (c) discharge or make provision for the discharge of liabilities; and (d) distribute remaining assets to its members, shareholders or partners as provided by law and the organizational documents.

4. NOTICE TO CREDITORS

The Company shall provide notice to known creditors and shall publish notice in accordance with applicable statutory requirements, if any. The period for presenting claims shall be the lesser of the period established by statute or days from the date notice is mailed or published.

5. TAXES AND FINAL RETURNS

The Company shall file all required tax returns and shall pay or make provision for payment of all taxes and assessments due. To the extent required by law, the Company shall obtain any required tax clearance or certification prior to final distribution of assets.

6. REPRESENTATIONS AND WARRANTIES

The Company represents and warrants that, to the best of its knowledge after reasonable inquiry, no action, suit or proceeding is pending by or against the Company that would prevent the dissolution or materially impair the distribution of assets, except as set forth below:

7. INDEMNIFICATION

The Company shall indemnify and hold harmless any person who, at the time of dissolution or thereafter, serves or served as an officer, director, manager, member or agent of the Company against liabilities and expenses reasonably incurred in connection with any action arising out of such service, to the fullest extent permitted by applicable law and the Company’s organizational documents.

8. NOTICES

Any notice, demand or communication required or permitted under this Certificate shall be in writing and shall be effective upon delivery when delivered personally, by courier, by certified mail (return receipt requested), or by other commercially reasonable means to the following addresses:

9. GOVERNING LAW

This Certificate of Dissolution shall be governed by and construed in accordance with the laws of the jurisdiction of formation without regard to principles of conflicts of law that would refer to the laws of another jurisdiction.

10. ENTIRE AGREEMENT

This Certificate of Dissolution, together with the resolution and any schedules or attachments hereto, constitutes the entire agreement and understanding among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings relating thereto.

11. SEVERABILITY

If any provision of this Certificate is determined to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect and shall be construed so as to best effectuate the intent of the parties.

12. AMENDMENT; WAIVER; COUNTERPARTS

This Certificate may be amended only by a written instrument signed by the authorized representatives of the parties. No waiver of any provision shall be effective unless in writing. This Certificate may be executed in counterparts, each of which shall be deemed an original.

13. CERTIFICATION

The undersigned certify under penalty of perjury that they are authorized to execute this Certificate of Dissolution on behalf of the Company, that the foregoing statements are true and correct to the best of their knowledge, information and belief, and that all necessary corporate or organizational actions to effect the dissolution have been taken.

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