Business Certificate of Incorporation

Business Certificate of Incorporation

The undersigned incorporator, acting to form a business corporation pursuant to the laws of the State of , hereby adopts and submits the following Certificate of Incorporation for the corporation to be known as (the "Corporation"), and certifies the following facts and provisions.

Recitals

WHEREAS, the incorporator is duly authorized and desires to form a corporation under the applicable statute of the State of for the purposes set forth below;

WHEREAS, the Corporation seeks to obtain the capacity and privileges of a separate corporate entity and to define the rights, powers and responsibilities of its directors, officers and stockholders;

WHEREAS, the incorporator desires that the Corporation's Articles of Incorporation contain provisions limiting liability and providing for indemnification as permitted by law.

NOW THEREFORE, the incorporator adopts the following Certificate of Incorporation as the Articles of Incorporation of the Corporation:

1. Name

The name of the Corporation is .

2. Registered Office and Agent

The street address of the initial registered office of the Corporation in the State of is and the name of its initial registered agent at that address is .

3. Purpose

The purpose of the Corporation is to engage in any lawful business activity for which corporations may be incorporated in the State of and to carry on all activities reasonably related thereto. Specific powers include, without limitation, to acquire, own, lease and dispose of property, to enter into contracts, to borrow money and to issue evidence of indebtedness.

4. Duration

The duration of the Corporation shall be unless sooner dissolved according to law.

5. Authorized Capital Stock

The total number of shares of stock that the Corporation shall have authority to issue is shares. The par value per share is . The Corporation is authorized to issue the following classes of stock:

Common Stock     Preferred Stock

The powers, preferences and relative, participating, optional or other special rights of each class and the qualifications, limitations or restrictions of such rights shall be as set forth in the Bylaws of the Corporation and, where applicable, in a separate agreement or statement authorized by the Board of Directors and approved by the holders of the affected class of shares.

6. Preemptive Rights and Transfer Restrictions

The Corporation may impose lawful restrictions on transfer of shares, including rights of first refusal, buy-sell provisions and other restrictions designed to preserve corporate control and tax attributes.

7. Incorporator

8. Initial Board of Directors

The number of directors constituting the initial board of directors is . The names and addresses of the persons who shall serve as directors until the first annual meeting of stockholders or until their successors are elected and qualified are listed below or attached as an exhibit.

9. Limitation of Liability

To the fullest extent permitted by applicable law, a director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Any repeal or modification of this Article by the stockholders shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

10. Indemnification

The Corporation shall indemnify and advance expenses to its directors and officers to the maximum extent permitted by law. The Board of Directors may authorize the purchase of insurance on behalf of any director, officer, employee or agent for any liability asserted against such person and incurred by such person in any capacity.

11. Amendments

Except as otherwise provided by statute, these Articles of Incorporation may be amended by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote thereon, unless a greater vote is required by law or by the terms of these Articles.

12. Notices

All notices required or permitted under these Articles shall be in writing and delivered in person, by nationally recognized overnight carrier, or by certified mail to the Corporation's principal office or to such other address as the Corporation designates in writing.

13. Governing Law

These Articles of Incorporation shall be governed by and construed in accordance with the laws of the State of .

14. Entire Agreement

This Certificate of Incorporation constitutes the entire agreement of the incorporator(s) with respect to the subject matter hereof and supersedes any prior understandings or agreements, whether written or oral, relating to the formation of the Corporation.

15. Severability

If any provision of these Articles of Incorporation is held invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions shall not be affected thereby.

Execution

The undersigned incorporator affirms under penalty of perjury that the facts stated herein are true, and acknowledges that these Articles of Incorporation shall be effective upon filing with the appropriate state filing office on the effective date set forth below.

Effective Date:

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