CERTIFICATE OF DISSOLUTION
OF
[Name of Company]
(a California corporation)
To the Secretary of State, State of California
Pursuant to the provisions of Section 1003 of the Business Corporation Law of the State of California, the undersigned, constituting all of the directors presently in office of the corporation hereinafter named, do hereby certify as follows:
- The name of the corporation (hereinafter referred to as the "Corporation") is [Name of Company]
- The Certificate of Incorporation was filed with the Department of State on February 22, 2006.
- The name and address of each officer and director of the corporation is:
Corii D. Berg, President & Sole Director / 10202 W. Washington Blvd., Culver City, CA 90232
John O. Fukunaga, Executive Vice President,
Legal Affairs and Asst. Secretary / 10202 W. Washington Blvd., Culver City, CA 90232
Steven Gofman, Asst. Secretary / 10202 W. Washington Blvd., Culver City, CA 90232
- The Corporation's known assets have been distributed to the persons entitled thereto.
- The election to dissolve was made by the vote of the outstanding shares.
- The undersigned constitutes the sole director or a majority of the directors now in office.
We further declare under penalty of perjury under the laws of California that the matters set forth in this certificate are true and correct to our knowledge.
Signed on March 30, 2009
______
Corii D. Berg, Sole Director
UNANIMOUS WRITTEN CONSENT
OF
THE BOARD OF DIRECTORS
OF
[Name of Company],
a California corporation
The undersigned, being all of the members of the Board of Directors of [Name of Company], a California corporation (the "Corporation"), acting pursuant to Section 1003 of the Business Corporation Law of the State of California, hereby take the following actions by their unanimous written consent:
1.Transfer of Assets
WHEREAS, the Corporation desires to distribute all of its assets;
RESOLVED, that the Corporation’s assets shall be distributed in cancellation of its stock to 2WAYTRAFFIC INTERNATIONAL B.V., a Netherlands company, as owner of all its issued and outstanding stock, pursuant to that certain Plan of Liquidation and Dissolution dated May __, 2012, a copy of which is attached as Exhibit A; and
RESOLVED FURTHER, that the officers of the Corporation be, and each of them hereby is, authorized to prepare, execute, deliver and file, as appropriate, the Plan of Liquidation and Dissolution and any and all documents, in such form as the officer or officers executing, delivering or filing the same shall approve, the execution, delivery or filing by such officer or officers to be conclusive evidence of such approval, and to take all such further actions as such officer or officers considers necessary or desirable, in order to carry out the purposes and intents of the foregoing resolution.
2.Dissolution
RESOLVED, that the Corporation be dissolved pursuant to Section 1003 of the CaliforniaBusiness Corporation Law, such dissolution to be effected as soon as practicable; and
RESOLVED FURTHER, that the officers of the Corporation be, and each of them hereby is, authorized and directed to execute and file the Certificate of Election to Wind Up and Dissolve and give the written notice required by the Business Corporation Law; and
RESOLVED FURTHER, that the officers of the Corporation be, and each of them hereby is, authorized to prepare, execute, deliver and file, as appropriate, any and all documents, in such form as the officer or officers executing, delivering or filing the same shall approve, the execution, delivery or filing by such officer or officers to be conclusive evidence of such approval, and to take all such further actions as such officer or officers considers necessary or desirable, in order to carry out the purposes and intents of the foregoing resolution; and
RESOLVED FURTHER, that the officers of the Corporation be, and each of them hereby are, authorized and directed to take such further action as may be necessary or proper to wind up the affairs of the Corporation and to dissolve it.
This Consent may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. The actions set forth in the foregoing resolutions shall have the same force and effect as if taken at a duly noticed and constituted meeting of the Board of Directors of the Corporation.
The undersigned have executed this instrument as of the _____ day of May 2012, and hereby directs that it be filed with the minutes of the Corporation.
______
Corii D. Berg, Sole Director
WRITTEN CONSENT
OF
THE SOLE SHAREHOLDER
OF
[Name of Company],
a NewYork corporation
The undersigned, being the holder of all of the issued and outstanding shares of capital stock of [Name of Company], a California corporation (the "Corporation"), acting pursuant to Section 1003 of the Business Corporation Law of the State of California, hereby takes the following actions by written consent:
1.Transfer of Assets
WHEREAS, it is deemed to be in the best interests of the Corporation to distribute all of its remaining assets;
THEREFORE, BE IT RESOLVED, that the remaining assets of the Corporation be distributed in cancellation of its stock to 2waytraffic International B.V., a Netherlands company, owner of all its issued and outstanding stock, pursuant to that certain Plan of Liquidation and Dissolution, a copy of which is hereby attached as Exhibit A.
2.Dissolution
WHEREAS, it is in the best interests of the Corporation and its sole shareholder that the Corporation be dissolved and its affairs wound up;
THEREFORE, BE IT RESOLVED, that the Corporation be dissolved pursuant to Section 1003of the CaliforniaBusiness Corporation Law, such dissolution to be effected as soon as practicable; and
RESOLVED FURTHER, that the officers of the Corporation take all such actions to execute, deliver and file, as appropriate, any and all documents, in such form as the officer or officers executing, delivering or filing the same shall approve, the execution, delivery or filing by such officer or officers to be conclusive evidence of such approval, and to take all such further actions as such officer or officers considers necessary or desirable, in order to carry out the purposes and intents of the foregoing resolution; and
RESOLVED FURTHER, that each of the officers of the Corporation take such further action as may be necessary or proper to wind up the affairs of the Corporation and to dissolve it.
The undersigned has executed this instrument as of the _____ day of May 2012, and hereby directs that it be filed with the minutes of the Corporation.
2WAYTRAFFIC INTERNATIONAL B.V.,
a Netherlands company
______
By:Corii D. Berg
Its:Director
PLAN OF LIQUIDATION AND DISSOLUTION
[Name of Company](the "Corporation"), for valuable consideration, the receipt and sufficiency of which the Corporation acknowledges, hereby distributes to 2WAYTRAFFIC INTERNATIONAL B.V., a Netherlands Corporation(the "Parent"), its successors and assigns, forever, all of the right, title and interest of the Corporation in and to all assets of the Corporation, including, without limitation, all copyrights and rights under copyright (the "Distributed Assets"), to have and to hold such Distributed Assets hereby distributed unto the Parent, its successors and assigns, for its own use, benefit and behalf forever.
Parent hereby assumes all debts and liabilities of the Corporation existing as of the date hereof, including, without limitation, any tax liabilities of the Corporation.
The Corporation constitutes and appoints the Parent, its successors and assigns, the true and lawful attorneys for the Corporation, with full power of substitution, in the name of the Corporation, but on behalf of and for the benefit of and at the expense of the Parent, (i) to institute and prosecute, in the name of the Corporation or otherwise, all proceedings which the Parent may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to any portion of the Distributed Assets and (ii) to defend and compromise any and all actions, suits or proceedings in respect of the Distributed Assets. The Corporation hereby declares that the foregoing powers are coupled with an interest and shall be irrevocable.
The Corporation hereby covenants with the Parent, its successors and assigns, that the Corporation, its successors and assigns, shall do, execute and deliver, or shall cause to be done, executed and delivered, all such further acts, documents or instruments of transfer or assignment as shall be necessary and appropriate to vest in or confirm to the Parent, its successors and assigns, all the assets hereby assigned and transferred which the Parent, its successors and assigns reasonably require.
This Plan of Liquidation and Dissolution shall be construed and interpreted pursuant to the laws of the State of California.
This Plan of Liquidation and Dissolution has been duly executed and attested to on behalf of the Corporation by its duly authorized representatives this ____ day of May, 2012.
[Name of Company]
______
By:Corii D. Berg
Its: President
ATTEST:
______
By: Steven Gofman
Its: Assistant Secretary