Legal Deregistration Resolution

LEGAL DEREGISTRATION RESOLUTION

This Legal Deregistration Resolution (the "Resolution") is made and entered into on this date: by and between Company Name: , an entity formed under the laws of , Registration Number: (the "Company"), and Representative Name: in the capacity of (the "Authorized Representative").

RECITALS

WHEREAS, the Board of Directors or governing body of the Company has determined that continued registration of the Company in the jurisdiction(s) identified below is no longer necessary or desirable; and

WHEREAS, applicable law permits the Company to apply for deregistration, cancellation of registration, withdrawal of foreign qualification, or similar termination of registration (collectively, "deregistration"); and

WHEREAS, the Board has considered the legal, tax, regulatory and creditor implications of deregistration and has concluded that deregistration is in the best interest of the Company as set forth in this Resolution.

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby adopts the following resolutions.

1. DEFINITIONS

For purposes of this Resolution, the following defined terms shall apply: "Deregistration Actions" means all filings, certificates of cancellation or withdrawal, notices to creditors, tax filings, consents, affidavits and other instruments necessary or desirable to effect the removal of the Company from the public register of the jurisdiction(s) specified herein; "Authorized Officer" means any officer or representative designated pursuant to Section 3.

2. APPROVAL OF DEREGISTRATION

The Board hereby approves the deregistration of the Company in the jurisdiction(s) set forth below and authorizes the taking of all Deregistration Actions required or advisable to effect such deregistration in accordance with applicable law.

3. AUTHORITY TO ACT

The Authorized Representative, and any officer of the Company designated in writing by the Authorized Representative, is authorized, empowered and directed to execute and deliver on behalf of the Company any and all documents, instruments, affidavits, certificates, schedules and notices, and to take any further actions, as such person reasonably determines to be necessary, advisable or desirable to effect the Deregistration Actions, including but not limited to the payment of fees, the settlement of liabilities required for deregistration, and the delivery of notices to creditors and tax authorities.

4. FILINGS, TAXES, AND NOTIFICATIONS

The Company shall take all reasonable steps to determine and satisfy any outstanding tax obligations, file final tax returns or certificates required by competent authorities, and provide any notices to known creditors as required by law. The Authorized Representative is authorized to engage counsel, accountants, registered agents or other third parties to prepare and file all necessary documents and to incur reasonable costs and expenses in connection with the Deregistration Actions.

5. REPRESENTATIONS AND WARRANTIES

The Company represents and warrants to the Authorized Representative that, to the best of its knowledge: (a) there are no pending actions, suits or proceedings that would preclude deregistration; (b) all corporate records required for deregistration are available for inspection by authorized persons; and (c) no insolvency or other condition exists that would render the taking of Deregistration Actions unlawful or fraudulent.

6. INDEMNIFICATION

The Company shall indemnify and hold harmless the Authorized Representative and any agents engaged pursuant to this Resolution from and against any losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or related to any action taken in good faith pursuant to this Resolution, except to the extent resulting from such person's gross negligence, willful misconduct or intentional breach of this Resolution.

7. EFFECTIVE DATE

The actions authorized by this Resolution shall become effective as of the Effective Date: , or on such later date as the Authorized Representative certifies in writing that all prerequisites to deregistration have been satisfied.

8. NOTICES

All notices, requests, demands and other communications required or permitted under this Resolution shall be in writing and shall be delivered by hand, overnight courier, certified mail, or electronic transmission to the addresses below or to such other address as a party may designate by written notice.

9. AMENDMENTS AND WAIVER

This Resolution may be amended, modified or supplemented only by a written instrument signed by the Authorized Representative and an officer of the Company duly authorized to take such action. No waiver of any provision of this Resolution shall be effective unless in writing and signed by the party against whom enforcement is sought.

10. GOVERNING LAW

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

11. ENTIRE AGREEMENT

This Resolution constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written.

12. SEVERABILITY

If any provision of this Resolution is determined to be invalid, illegal or unenforceable in any respect, the invalidity, illegality or unenforceability shall not affect any other provision, and this Resolution shall be construed in all respects as if such invalid, illegal or unenforceable provision had been omitted.

13. COUNTERPARTS AND ELECTRONIC SIGNATURE

This Resolution may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute one instrument. Signatures transmitted by electronic means shall be deemed originals for all purposes.

14. CERTIFICATION

The undersigned hereby certifies that the foregoing is a true and correct copy of resolutions duly adopted by the Board of Directors or other governing body of the Company, and that such resolutions are in full force and effect as of the Effective Date.

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