Legal Form 966

LEGAL FORM 966 — CORPORATE DISSOLUTION AND LIQUIDATION AGREEMENT

This Corporate Dissolution and Liquidation Agreement (the Agreement) is made and entered into as of , by and between Corporation Name: organized under the laws of with principal place of business at (Corporation), and Liquidator Name: with principal place of business at (Liquidator).

RECITALS

WHEREAS, the board of directors of the Corporation duly adopted a resolution authorizing the voluntary dissolution of the Corporation on (Resolution), and the shareholders have taken all actions required by the Corporation's governing documents and applicable law to approve dissolution;

WHEREAS, the parties desire to set forth the terms and procedures for winding up the affairs of the Corporation, liquidating assets, satisfying claims and distributing remaining assets to holders of equity in accordance with applicable law;

WHEREAS, the parties intend that the liquidation and distributions provided for in this Agreement shall be final and binding upon the Corporation, its creditors, shareholders and other interested persons to the fullest extent permitted by law.

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

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Assets" means all property, real, personal and intangible, owned by the Corporation as of the Effective Date; "Claims" means any and all asserted or unasserted debts, liabilities, demands and obligations of the Corporation whether known or unknown; "Effective Date" means the date specified in Section 2.

2. EFFECTIVE DATE; VOLUNTARY DISSOLUTION

The dissolution of the Corporation shall be effective as of (Effective Date). The Corporation certifies that the dissolution is voluntary and complied with all procedural requirements under its governing documents and applicable law.

Voluntary dissolution confirmed: (check to confirm).

3. APPOINTMENT AND AUTHORITY OF LIQUIDATOR

The Corporation hereby appoints the Liquidator to act as agent for the Corporation during the winding up of the Corporation's affairs. The Liquidator shall have full authority to take all actions reasonably necessary to effectuate the liquidation, including without limitation collecting and converting Assets, pursuing or settling Claims, paying liabilities, filing required documents with governmental or regulatory authorities, and distributing remaining assets to the holders of equity.

4. LIQUIDATION PROCEDURES

The Liquidator shall implement a liquidation plan consistent with this Agreement. The Liquidator shall prepare and maintain a written plan describing the proposed sale or disposition of material Assets, the schedule for disposition and the proposed method of distribution to stakeholders. Describe the liquidation plan or special instructions:

The Liquidator shall deliver a final accounting of the liquidation no later than following substantial completion of asset disposition.

5. DISPOSITION OF ASSETS AND DISTRIBUTIONS

Assets shall be converted to cash or other readily transferable consideration and applied in the following order of priority to the fullest extent permitted by law: (a) costs and expenses of winding up and liquidation; (b) claims and liabilities of creditors; (c) taxes and obligations to governmental authorities; and (d) remaining balance distributed among holders of capital in accordance with governing documents and applicable law. The prescribed method of distribution is:

A schedule of Assets and liabilities attached as Schedule A shall be maintained by the Liquidator. Provide a concise summary of material assets and liabilities below:

6. CLAIMS AND CREDITOR PROCEDURES

The Liquidator shall give notice to known creditors and shall establish a deadline for submission of claims. All claims not presented by shall be barred to the fullest extent permitted by law. The Liquidator may compromise or settle any claim in the ordinary course where in the Liquidator's reasonable judgment settlement is in the best interest of the Corporation.

7. TAX MATTERS

The Liquidator shall cause to be prepared and filed all tax returns and reports required to be filed for the Corporation for all periods through the date of dissolution and shall take such actions as are necessary to minimize tax liabilities consistent with applicable law. Tax matters representative and contact:

Tax reference or account:

8. REPRESENTATIONS, WARRANTIES AND COVENANTS

Each party represents and warrants to the other that it has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder; that this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms; and that the execution and performance will not violate any material agreement, law or court order to which it is a party or subject.

9. INDEMNIFICATION

The Corporation shall indemnify the Liquidator and its agents to the fullest extent permitted by law against any losses, claims, liabilities, costs or expenses (including reasonable attorneys' fees) arising out of or in connection with actions taken by the Liquidator in good faith in the performance of duties under this Agreement. The Liquidator shall promptly notify the Corporation of any claim for which indemnity is sought and shall cooperate in the defense of such claim.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above by hand delivery, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be deemed given on the earlier of actual delivery or three (3) business days after deposit in the mail.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflicts of law principles.

12. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER; COUNTERPARTS

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings of the parties. If any provision of this Agreement is determined to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

13. FINAL ACCOUNTING AND TERMINATION

Upon completion of liquidation activities and satisfaction of liabilities, the Liquidator shall deliver a final accounting and statement of distributions to the Corporation. The Corporation shall take all ministerial actions reasonably requested to effectuate the final termination of the Corporation under applicable law. The Corporation shall be deemed terminated upon filing or other occurrence required by law and completion of the final distribution.

14. MISCELLANEOUS

Any exhibits or schedules referred to in this Agreement and executed contemporaneously herewith are incorporated by reference and form part of this Agreement. The parties shall cooperate and execute such further instruments and take such further actions as may be reasonably necessary to effectuate the purposes of this Agreement.

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