Legal Dissolution Request

LEGAL DISSOLUTION REQUEST

This Legal Dissolution Request is submitted on behalf of the following parties. Entity Name: Entity Type: Corporation Limited Liability Company Partnership Other

Jurisdiction of Formation: Entity Identification Number:

Principal Office Address:

RECITALS

WHEREAS, the Entity identified above was duly formed and is currently in good standing or otherwise qualified under the laws of the jurisdiction of formation as of the date of this request; Formation Date: ; and

WHEREAS, the Entity's authorized persons have determined that it is advisable and in the best interests of the Entity and its stakeholders to wind up the affairs of the Entity and to dissolve and terminate the Entity's existence in accordance with applicable law; and

WHEREAS, the Requesting Party identified below is authorized to submit this written request and to take necessary steps to effect the dissolution and winding up of the Entity's affairs.

NOW, THEREFORE

In consideration of the foregoing recitals and the mutual covenants contained herein, the parties hereby request and agree as follows:

1. REQUEST FOR DISSOLUTION

The Entity hereby requests formal dissolution of its legal existence in accordance with the laws of the jurisdiction of formation and authorizes the filing of all documents necessary to effect dissolution. The requested effective date of dissolution is: . This request includes authorization to prepare, execute and deliver any certificate, statement, affidavit or instrument required to effect the dissolution.

2. AUTHORITY AND CORPORATE ACTION

The Requesting Party certifies that dissolution was authorized in accordance with the Entity's governing documents and applicable law. Date of authorization or resolution: . An official record of the authorizing action is maintained at the principal office.

3. WINDING UP AND LIQUIDATION

The Entity shall wind up its affairs by (a) collecting all assets, (b) notifying and paying creditors, (c) filing final tax returns and other required statements, and (d) distributing remaining assets to rightful claimants and members or shareholders in accordance with governing documents and law. The Entity appoints the following agent to oversee winding up: Agent Name: ; Agent Address:

4. NOTICES TO CREDITORS

The Entity shall provide notice to known creditors in compliance with applicable law. Known creditors will have the period prescribed by law to present claims. The Entity will not distribute remaining assets until claims have been paid or provided for in a manner consistent with law.

5. TAXES, LIABILITIES AND FINAL FILINGS

The Entity represents that all known federal, state and local tax obligations will be discharged or provided for. Final tax returns will be filed and any required final employer or sales tax filings will be completed. Tax clearance: Obtained Pending

6. LITIGATION AND CLAIMS

The Entity certifies that, to the best of its knowledge, the Entity has the following pending litigation, administrative proceedings, or unresolved claims. If none, state "None".

7. RECORDS RETENTION

The Entity will retain dissolution and winding up records, including tax filings and a final statement of distribution, at the following location for the period required by law:

8. INDEMNIFICATION

The Entity shall indemnify and hold harmless the Requesting Party, the appointed agent and any person acting in good faith on their behalf from and against any liability, loss or expense (including reasonable attorneys' fees) arising from the winding up of the Entity's affairs, except for liability resulting from willful misconduct or gross negligence.

9. NOTICES

All notices required or permitted under this Request shall be in writing and delivered to the addresses set forth below. Notice is effective upon delivery or three (3) days after deposit with the U.S. mail, postage prepaid, whichever is earlier.

10. AMENDMENT, WAIVER, COUNTERPARTS

This Request may be amended only by a writing signed by the parties. No failure or delay in enforcing any provision shall constitute a waiver. This Request may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

Governing Law: This Request shall be governed by and construed in accordance with the laws of the jurisdiction of formation stated above without regard to principles of conflicts of law.

Entire Agreement: This Request, together with any attached certifications and resolutions, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings.

Severability: If any provision of this Request is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid provision shall be reformed to the extent necessary to make it enforceable while preserving the parties' intent.

REQUESTING PARTY CERTIFICATION

The undersigned Requesting Party certifies under penalty of perjury that the information contained in this Request is true and correct to the best of the Requesting Party's knowledge, and that the Requesting Party is authorized to submit this Request on behalf of the Entity.

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