Legal Dissolution Consents

LEGAL DISSOLUTION CONSENTS

This Legal Dissolution Consents (the "Consent") is made and entered into as of by and between Entity: , a organized under the laws of , with principal place of business at (the "Company"), and Consenting Party: of address (the "Consenting Party").

RECITALS

WHEREAS, the governing body of the Company has determined that it is advisable and in the best interests of the Company and its members, shareholders or partners that the Company be dissolved and its affairs wound up in accordance with the Company's governing documents and applicable law;

WHEREAS, the Consenting Party is a holder of an interest or has authority to consent to the dissolution described above and has been provided notice of the proposed dissolution and an opportunity to consider the consequences thereof; and

WHEREAS, the parties desire to set forth their consent, authorizations and instructions with respect to the dissolution, winding up, liquidation and related matters of the Company.

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

1. CONSENT TO DISSOLUTION

The Consenting Party hereby irrevocably consents to the voluntary dissolution and winding up of the Company pursuant to the laws of the jurisdiction of organization and the Company's governing documents. The Consenting Party approves the initiation of dissolution proceedings and the taking of all actions reasonably necessary to effectuate dissolution and winding up in accordance with law.

2. EFFECTIVE DATE OF DISSOLUTION

The parties agree that the effective date of dissolution shall be , or such other date as shall be set forth in the articles of dissolution or other required filings made with the appropriate governmental authority.

3. APPOINTMENT OF AGENT FOR WINDING UP

The Company is authorized to appoint an agent, manager, liquidator, trustee or officer (the "Agent") to take all actions necessary to wind up the Company's affairs, including, without limitation, collecting assets, paying debts and liabilities, settling claims, selling or distributing remaining assets, and preparing and filing final tax returns.

4. AUTHORITY TO EXECUTE DOCUMENTS

The Consenting Party authorizes and directs the Agent and the Company's authorized officers to execute and deliver, and to cause to be filed or recorded, all instruments, certificates, affidavits, and other documents and to take all actions reasonably necessary to effect the dissolution and winding up of the Company, including signing transfers, releases and consents on behalf of the Consenting Party solely for the purpose of completing the winding up of the Company.

5. REPRESENTATIONS AND WARRANTIES

Each party hereby represents and warrants that: (a) it has full power and authority to enter into this Consent and to perform its obligations hereunder; (b) the person signing on its behalf is duly authorized to bind such party; and (c) this Consent constitutes a valid and binding obligation enforceable against such party in accordance with its terms.

6. RELEASE AND WAIVER

Upon the Company's completion of winding up and final distribution in accordance with applicable law and the Company's governing documents, the Consenting Party releases and discharges the Company, its agents and representatives from any further claims arising solely from acts or omissions that occurred prior to the effective date of dissolution, except for obligations expressly retained under this Consent or required by applicable law.

7. TAX MATTERS

The Company shall prepare and file all federal, state and local tax returns and shall pay or cause to be paid any taxes, assessments and governmental charges required by law in connection with the winding up and dissolution. The Consenting Party agrees to cooperate reasonably with the Company and the Agent in connection with all tax matters including the provision of information and execution of required tax forms.

8. NOTICES

All notices, requests, demands and other communications under this Consent shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or three business days after deposit in the United States mail, postage prepaid, addressed to the parties at their addresses set forth below or at such other address as a party may designate by notice hereunder.

9. GOVERNING LAW

This Consent shall be governed by and construed in accordance with the laws of the state specified below without regard to principles of conflicts of law. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Consent.

10. ENTIRE AGREEMENT

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

11. SEVERABILITY

If any provision of this Consent 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 thereby, and the parties shall endeavor in good faith to replace the invalid, illegal or unenforceable provision with a valid provision that achieves the original intent of the parties to the fullest extent permitted by law.

12. AMENDMENTS; WAIVER; COUNTERPARTS

This Consent may be amended or modified only by a written instrument executed by the parties hereto. No waiver of any provision shall be effective unless in writing and signed by the party against whom enforcement is sought. This Consent may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.

13. ADDITIONAL INSTRUCTIONS

14. REPRESENTATIVE CERTIFICATION

The undersigned signer on behalf of each party certifies that the signer has full authority to execute this Consent on behalf of the party and that the execution of this Consent has been duly authorized by all necessary corporate, partnership, limited liability company or owner action.

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