Legal Dissolution Instructions

LEGAL DISSOLUTION INSTRUCTIONS

This Legal Dissolution Instructions (the "Instructions") is entered into as of the date set forth below by and between Client Name: (the "Client"), and Authorized Agent Name: (the "Agent").

Entity Legal Name: formed under the laws of State/Province of Formation: with Entity Identification Number / EIN: .

RECITALS

WHEREAS, the Client is the duly authorized owner or controlling party of the entity identified above and has determined that it is desirable and in the best interest of the entity to wind up its business and dissolve the entity in an orderly manner; and

WHEREAS, the Client desires to engage the Agent to prepare and execute all documents, notices and filings necessary to effect an administrative and legal dissolution of the entity and to undertake the wind-up of the entity's affairs as set forth in these Instructions; and

WHEREAS, the Agent has represented that it is authorized and competent to perform the actions described in these Instructions and the Client wishes to vest the Agent with the powers and authorities set forth below.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. AUTHORITY AND SCOPE

The Client hereby authorizes and directs the Agent, on behalf of the Client and the entity identified above, to take all actions necessary or advisable to effect the dissolution of the entity and the winding up of its affairs, including, without limitation: preparing, signing and filing articles or certificates of dissolution or withdrawal; executing and delivering instruments of transfer; terminating leases and contracts; notifying and settling with creditors and claimants; preparing and filing final tax returns; and performing any other acts reasonably necessary to complete dissolution in accordance with applicable law.

2. ENTITY INFORMATION AND INSTRUCTIONS

LLC Corporation Partnership Sole Proprietorship

Month:   Day:   Year:

3. FILINGS, NOTICES AND PUBLICATION

The Agent shall prepare, execute and file all necessary dissolution documents with the appropriate state or provincial filing office of the State/Province of Formation and any foreign jurisdictions in which the entity is qualified. The Agent is authorized to prepare and deliver any notices to creditors, publish notices in required publications where statutory publication is mandated, and certify filings to third parties as reasonably required to effect dissolution.

The Client instructs the Agent regarding publication:

4. NOTICE TO CREDITORS; CLAIMS PROCEDURE

The Agent shall take reasonable steps to identify and notify known creditors and claimants and shall establish a process for the submission, review and disposition of claims. The Agent may, without further authorization, reject any claim that is barred by statute or that is undisputed in its disposition, and shall present to the Client any material or contested claims for review and instruction prior to settlement.

5. WINDING UP, LIQUIDATION AND DISTRIBUTIONS

The Agent is authorized to liquidate assets, compromise and settle liabilities, close accounts, and make distributions of remaining assets in accordance with the entity's organizational documents and applicable law. Distributions shall be made only after payment or provision for payment of all known liabilities, reasonable reserves for contingent liabilities, and payment of dissolution expenses.

6. TAX MATTERS

The Agent shall prepare and file all final federal, state and local tax returns and related documents, make required tax elections, and obtain certificates or clearances to the extent available. The Client acknowledges that it is responsible for providing accurate financial information and shall cooperate fully with the Agent in the preparation of tax filings.

7. EXPENSES; INDEMNIFICATION

The Client shall reimburse the Agent for all reasonable fees, costs and expenses incurred in performing the services hereunder, including filing fees, publication costs, messenger and courier expenses, postage, third-party professional fees and reasonable disbursements. The Client agrees to indemnify and hold harmless the Agent and its affiliates from and against any losses, liabilities, claims or expenses (including reasonable attorneys' fees) arising out of or related to the Agent's performance of duties hereunder, except to the extent caused by the Agent's gross negligence or willful misconduct.

8. RECORDS AND RETENTION

The Agent shall maintain copies of filings and material records relating to the dissolution and winding up of the entity and shall deliver to the Client all final documents, copies of filed dissolution certificates and any final tax returns upon completion. Records will be retained by the Agent for the period set forth below unless otherwise instructed in writing by the Client.

9. DELIVERABLES

10. NOTICES

All notices, requests, demands and other communications required or permitted under these Instructions shall be given in writing and shall be delivered by hand, certified mail (return receipt requested), or nationally recognized overnight courier to the addresses set forth below, or to such other address as either party may designate by written notice to the other in accordance with this section.

11. AMENDMENT; WAIVER

These Instructions may be amended only by a written instrument executed by both the Client and the Agent. No failure or delay by either party in exercising any right under these Instructions shall operate as a waiver of that right, and no single or partial exercise of any right shall preclude any other or further exercise of that right or the exercise of any other right.

12. GOVERNING LAW; VENUE

These Instructions shall be governed by and construed in accordance with the laws of the State/Province of Formation without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in the State/Province of Formation for any disputes arising out of or relating to these Instructions.

13. ENTIRE AGREEMENT; SEVERABILITY

These Instructions constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings and communications, whether written or oral. If any provision of these Instructions is held invalid or unenforceable, the remainder of these Instructions shall continue in full force and effect and the parties shall negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves, to the extent possible, the original economic and legal intent.

14. COUNTERPARTS; ELECTRONIC SIGNATURES

These Instructions may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means, including scanned or facsimile copies or electronic signature platforms, shall have the same force and effect as original signatures.

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