Legal Closure Resolution

LEGAL CLOSURE RESOLUTION

This Legal Closure Resolution is adopted by the Board of Directors of Company Name: , an entity organized as: Entity Type: Corporation LLC Partnership Other , organized under the laws of Jurisdiction: with principal registered office at Registered Office: .

RECITALS

WHEREAS, the Board of Directors convened at a meeting held at Meeting Location: on Meeting Date: , at which a quorum was present and acting throughout; and

WHEREAS, the Board has determined that it is advisable and in the best interests of the Company and its creditors, members and shareholders to discontinue the business operations described below, wind up the affairs of the Company to the extent necessary, and to take all steps required to effectuate an orderly closure;

WHEREAS, the Board has reviewed available information and has considered the financial condition of the Company, existing and contingent liabilities, potential claims and necessary filings to effectuate closure;

NOW, THEREFORE, BE IT RESOLVED

1. EFFECTIVE DATE

The actions recited in this Resolution shall be effective as of Effective Date: (the "Effective Date"), unless otherwise specified herein.

2. RESOLUTION TO CLOSE AND WIND UP

The Board hereby authorizes and directs the voluntary cessation of the Company's business operations described as:

and the commencement of all actions necessary to wind up the Company’s affairs, including but not limited to the liquidation of assets, satisfaction or lawful settlement of liabilities, termination of contracts and leases, and distribution of any remaining assets in accordance with governing law and the Company’s organizational documents.

3. AUTHORITY TO TAKE ACTIONS

The following persons are hereby authorized, empowered and directed to take all actions and execute all instruments, certificates, agreements and notices (whether to creditors, counterparties, governmental authorities, banks, or other third parties) as the authorized agents of the Company in connection with the closure and wind up:

Such authorized agents shall have full power and authority to execute, deliver and file all documents, to enter into agreements or settlements on behalf of the Company, to open, close or transfer bank accounts, to cause final tax and regulatory filings to be made, and otherwise to do all acts necessary or appropriate to effectuate the purposes of this Resolution.

4. ASSET LIQUIDATION AND DISTRIBUTION

The Company shall convert assets to cash as reasonably practicable, subject to commercially reasonable efforts to preserve value. Liquidation shall proceed in an order that satisfies secured creditors and priority obligations before any distribution to equity holders. Specific procedures for disposition of material assets are:

5. NOTICE TO CREDITORS AND CLAIMANTS

The Company shall provide written notice of the closure to known creditors and claimants and shall publish notice where required by applicable law. Notice shall be sent to the following contact for claims:

6. RECORDS RETENTION AND ACCESS

The Company shall retain books, records and corporate documents for a period of Retention Period (months/years): following the Effective Date, and shall make such records available to authorized regulators, creditors or as otherwise required by law. The custodian of records shall be:

7. TAX, REGULATORY AND FINANCIAL FILINGS

The authorized agents are directed to prepare and file all required final tax returns, information returns, and regulatory filings, and to obtain and retain evidence of filing. The Company authorizes payment of necessary fees and expenses in connection with such filings up to the amount of Authorized Expense Amount: .

8. AUTHORIZATION TO SETTLE CLAIMS

The authorized agents may compromise, settle or otherwise resolve claims and disputes on such terms as they deem reasonable, provided that any settlement in excess of Settlement Approval Threshold: must be approved in writing by the Board prior to execution.

9. NOTICES

Any notice required or permitted under this Resolution shall be in writing and delivered to the notice address specified below:

10. GOVERNING LAW

This Resolution shall be governed by and construed in accordance with the laws of the jurisdiction of incorporation or organization of the Company without regard to conflict of laws principles.

11. ENTIRE AGREEMENT

This Resolution constitutes the entire written resolution of the Board concerning the closure and supersedes all prior resolutions and inconsistent actions related to the subject matter hereof.

12. SEVERABILITY

If any provision of this Resolution is held to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

13. AMENDMENTS; WAIVER; COUNTERPARTS

Any amendment or waiver of any provision of this Resolution must be in writing and approved by the Board. This Resolution may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. CERTIFICATION

I hereby certify that I am the duly appointed and acting Corporate Secretary of the Company and that the foregoing is a true and correct copy of a resolution duly adopted by the Board of Directors of the Company in accordance with applicable law and the Company's governing documents and that such resolution is in full force and effect on the date set forth below.

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