COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION SCC743 (07/07) ARTICLES OF DISSOLUTION (Virginia stock corporation) The undersigned, on behalf of the corporation set forth below, pursuant to § 13.1-743 of the Code of Virginia, states as follows: 1. The name of the corporation is ______________________________________________________________________________________. 2. The dissolution was authorized by the shareholders on ________________. (date) 3. (Complete either A or B, below, whichever is applicable.) A. The dissolution was approved by unanimous consent of the shareholders. OR Mark this box, if applicable. B. The proposed dissolution was submitted to the shareholders by the board of directors in accordance with the provisions of Chapter 9 of Title 13.1 of the Code of Virginia and complete (1) and (2): (1) The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the dissolution were: Designation ________________ ________________ Number of outstanding shares __________________ __________________ Number of votes _______________ _______________ (2) (Complete either (i) or (ii).) (i) The total number of votes cast for and against the dissolution by each voting group entitled to vote separately on the dissolution was: Voting group ________________ ________________ Total votes FOR ___________________ ___________________ Total votes AGAINST __________________ __________________ OR (ii) The total number of undisputed votes cast for the dissolution separately by each voting group was: Voting group ______________ ______________ Total number of undisputed votes _______________________ _______________________ (3) And the number cast for dissolution by each voting group was sufficient for approval by that voting group. Executed in the name of the corporation by: ________________________________________________________ (signature) ________________________________________ (date) ________________________________________________________ (printed name) ________________________________________ (corporate title) ________________________________________________________ (corporation’s SCC ID #) ________________________________________ (telephone number (optional)) The execution must be by the chairman or any vice-chairman of the board of directors, the president, or any other of its officers authorized to act on behalf of the corporation. PRIVACY ADVISORY: Information such as social security number, date of birth, maiden name, or financial institution account numbers is NOT required to be included in business entity documents filed with the Office of the Clerk of the Commission. Any information provided on these documents is subject to public viewing. SEE INSTRUCTIONS ON THE REVERSE Provide a name and mailing address for sending correspondence regarding the filing of this document (if left blank, correspondence will be sent to the registered agent at the registered office): ______________________________________________________________________________________ (name) ______________________________________________________________________________________ (mailing address) American LegalNet, Inc. www.FormsWorkflow.com INSTRUCTIONS TO FORM SCC743 This form contains the provisions required by § 13.1-743 of the Code of Virginia to be set forth in articles of dissolution in order to dissolve a stock corporation that has issued shares and commenced business. The articles must be in the English language, typewritten or printed in black, legible and reproducible. The document must be presented on uniformly white, opaque paper, free of visible watermarks and background logos. You can download this form from our website at www.scc.virginia.gov/division/clk/fee_bus.htm. Paragraph 1. Insert the exact name of the corporation as currently on file with the Commission. Paragraph 2. Insert the date dissolution was authorized by the shareholders. Paragraph 3. Check the box in part A if all of the shareholders consented to the dissolution. If the shareholders’ consent was less than unanimous, provide the information required in both (1) and (2) of part B. The vote required by law for approval under part B is MORE THAN 2/3 of all votes entitled to be cast on the proposal to dissolve, unless the board of directors requires a greater vote or unless the articles of incorporation provide for a greater or lesser vote, but not less than a majority of all votes cast by each voting group entitled to vote at a meeting at which a quorum of the voting group exists. See § 13.1-742 of the Code of Virginia. The execution must be by the chairman or any vice-chairman of the board of directors, the president, or any other of its officers authorized to act on behalf of the corporation. Set forth the printed name and the corporate title below or next to the signature. See § 13.1-604 of the Code of Virginia. It is a Class 1 misdemeanor for any person to sign a document he or she knows is false in any material respect with intent that the document be delivered to the Commission for filing. See § 13.1-612 of the Code of Virginia. These articles may not be filed with the Commission until all fees and penalties to be collected by the Commission under the Virginia Stock Corporation Act have been paid by or on behalf of the corporation; provided, however, that an assessed annual registration fee does not have to be paid prior to filing if these articles are filed with an effective date that is on or before the due date of the annual registration fee payment. See § 13.1-615 of the Code of Virginia. Submit the original, signed articles to the Clerk of the State Corporation Commission, P.O. Box 1197, Richmond, Virginia 23218-1197, (Street address: 1300 East Main Street, Tyler Building, 1st Floor, Richmond, Virginia 23219), along with a check for the filing fee in the amount of $10.00, payable to the State Corporation Commission. PLEASE DO NOT SEND CASH. If you have any questions, please call (804) 371-9733 or toll-free in Virginia, (866) 722-2551. NOTE THE ISSUANCE OF A CERTIFICATE OF DISSOLUTION BY THE COMMISSION DOES NOT TERMINATE THE EXISTENCE OF THE CORPORATION. The corporation must also file articles of termination of corporate existence before the Commission can issue a certificate of termination of corporate existence. See § 13.1-750 of the Code of Virginia. Until this is done, the corporation remains dissolved but still active on Commission records and remains liable for payment of annual registration fees and for filing of annual reports. 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