Legal Plan of Dissolution

LEGAL PLAN OF DISSOLUTION

This Legal Plan of Dissolution (the "Plan") is entered into as of the date set forth in the signature block below by and between Company Name: , formed under the laws of State of Formation: (the "Company"), and Dissolution Representative Name: (the "Representative"). The Company and the Representative are collectively referred to herein as the "Parties."

RECITALS

WHEREAS, the Company was formed on Formation Date: and has engaged in business operations pursuant to its governing formation documents; and

WHEREAS, the board of directors, managers, or members (as applicable) of the Company has determined that it is advisable and in the best interest of the Company to wind up and dissolve the Company and to distribute its assets in accordance with applicable law and the terms of this Plan; and

WHEREAS, the Parties desire to set forth a comprehensive plan for the orderly liquidation, winding up, and dissolution of the Company and the allocation of responsibilities, liabilities, and distributions arising from such dissolution.

NOW, THEREFORE, in consideration of the mutual covenants 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 Plan, the following terms shall have the following meanings:

(a) "Effective Date" means Effective Date: , on which the dissolution procedures described herein shall commence.

(b) "Assets" means all real and personal property, cash, accounts receivable, contracts, claims, and other assets of the Company of any kind or description.

(c) "Claims" means all debts, obligations, liabilities, and asserted claims of any creditor, claimant, or third party against the Company.

2. EFFECTIVE DATE OF DISSOLUTION

The Company hereby approves and adopts this Plan, and the dissolution and winding up of the Company shall commence on the Effective Date. From and after the Effective Date the Company shall cease to carry on any business except insofar as may be necessary for the winding up and liquidation of its affairs.

3. APPOINTMENT OF DISSOLUTION AGENT

The Company appoints Dissolution Agent: to act as the Dissolution Agent with full authority to take those actions set forth in this Plan and any additional actions reasonably necessary to effectuate the winding up and liquidation of the Company, subject to the limitations herein.

The Dissolution Agent is authorized, without further approval, to collect and reduce to cash the Assets of the Company, compromise and settle Claims, execute documents, retain professionals, and take any other actions required to wind up the Company's affairs.

4. WINDING UP AND LIQUIDATION PROCEDURES

The Dissolution Agent shall implement an orderly liquidation of the Company's Assets in a commercially reasonable manner and in accordance with applicable law. The Dissolution Agent shall keep accurate records of all liquidation activities, receipts, disbursements, and distributions.

5. NOTICE TO CREDITORS; CLAIMS

The Company shall publish and otherwise provide notice to known and reasonably ascertainable creditors in accordance with applicable law. Claims against the Company shall be submitted in writing to the address specified in the Notices section and shall be subject to the claim procedures set forth in this Plan.

6. PAYMENT OF LIABILITIES AND DISTRIBUTION OF ASSETS

The Dissolution Agent shall pay or provide for the payment of all known and reasonably ascertainable liabilities and Claims in the order of priority established by applicable law. After satisfaction of liabilities and reservation for contingent liabilities as reasonably determined by the Dissolution Agent, remaining Assets shall be distributed to the Company's equity holders in accordance with the Company's governing documents and applicable law.

7. TAX MATTERS

The Company shall timely prepare and file all required federal, state, and local tax returns through the date of dissolution and shall pay any taxes due. The Dissolution Agent is authorized to retain tax professionals, file final returns, and obtain tax clearances as required.

8. BOOKS, RECORDS AND RETENTION

The Dissolution Agent shall preserve the Company's books and records for the period required by law. After expiration of such period, the Dissolution Agent may destroy or otherwise dispose of records in a commercially reasonable manner.

9. COOPERATION; AUTHORITY

The Parties shall cooperate and provide information, execute documents, and take such actions as may be necessary or desirable to implement this Plan. The Representative is authorized to act on behalf of the Company for the limited purposes set forth in this Plan and shall exercise such authority in accordance with the Company's governing documents and applicable law.

10. NOTICES

All notices, requests, demands, and other communications required or permitted under this Plan shall be in writing and delivered to the Parties at the addresses set forth below or at such other addresses as a Party may designate by written notice delivered in accordance with this Section.

11. AMENDMENT; WAIVER

This Plan may be amended or modified only by a written instrument signed by both Parties. No waiver of any provision of this Plan shall be effective unless set forth in a written instrument signed by the Party waiving compliance.

12. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Plan shall be governed by and construed in accordance with the laws of State of Governing Law: without regard to conflict of law principles. This Plan constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. If any provision of this Plan is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

13. COUNTERPARTS

This Plan 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. Signatures delivered by electronic means shall be effective for all purposes.

14. APPROVAL

The undersigned certifies that the Plan has been duly approved in accordance with the Company's governing documents and applicable law. Approval Date:

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