Business Constitutive Act

BUSINESS CONSTITUTIVE ACT

RECITALS

WHEREAS, the persons executing this Constitutive Act have resolved to form a business entity under the laws selected below for the conduct of lawful business, and to set forth the fundamental terms governing its formation and initial governance; and

WHEREAS, the parties, as founding members or incorporators, intend to record the corporate identity, principal office, initial capital contributions and governance structure in this instrument to evidence the formation and initial organization of the business on the effective date specified herein;

NOW, THEREFORE, the undersigned hereby adopt, agree and attest to the following Constitutive Act:

ARTICLE I — NAME AND ENTITY TYPE

The name of the entity shall be Company Name: and the legal form of the entity shall be:

ARTICLE II — REGISTERED OFFICE AND AGENT

ARTICLE III — PURPOSE AND SCOPE OF BUSINESS

The corporate purpose and permitted activities of the entity shall be broad in scope to permit any lawful activities incidental or related to the foregoing. The initial specific scope of operations is set forth below.

ARTICLE IV — CAPITAL, SHARES AND CONTRIBUTIONS

The authorized capital of the entity, the classes of shares (if any), and the initial capital contributions of the founding members are as follows.

PAYMENT TERMS FOR CAPITAL CONTRIBUTIONS

Founders shall satisfy their capital contribution obligations as set forth below. Failure to timely satisfy a required contribution shall entitle the entity to pursue remedies including, but not limited to, late fees, interest, and dilution or forfeiture of interest in accordance with the terms below.

ARTICLE V — MANAGEMENT AND GOVERNANCE

The initial management and governance structure shall be as follows. The founding members shall elect or appoint the initial directors or managers and adopt initial bylaws or operating agreement consistent with this Constitutive Act.

TERM AND TERMINATION

This Constitutive Act shall become effective on the date set forth below and shall continue until the occurrence of dissolution, liquidation, or other termination in accordance with applicable law or the procedures set forth herein.

Effective Date:

Anticipated Termination or Scheduled Review Date (if any):

CONFIDENTIALITY

Each founder, director, officer and initial member who receives Confidential Information shall hold such information in strict confidence and shall not use, disclose or permit disclosure of such information except (i) to persons with a need to know in order to carry out the business of the entity and who are bound by confidentiality obligations at least as protective as those herein, (ii) as required by law, or (iii) with the prior written consent of the entity. Confidential Information shall include, without limitation, business plans, financial data, customer lists, pricing, proprietary methods and trade secrets.

GOVERNING LAW

This Constitutive Act and any disputes arising out of or relating to the formation, interpretation, performance or breach hereof shall be governed by and construed in accordance with the laws of the jurisdiction set forth below, without giving effect to conflict of laws rules that would apply the laws of another jurisdiction.

ENTIRE AGREEMENT; AMENDMENT

This Constitutive Act constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. Any amendment to this Constitutive Act shall be effective only if made in writing and signed by the parties whose rights would be materially affected by such amendment, in accordance with applicable law and any voting requirements set forth herein.

SEVERABILITY; EFFECT OF INVALIDITY

If any provision of this Constitutive Act is held invalid, illegal or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves, to the greatest extent possible, the original intent of the parties.

CERTIFICATION

The undersigned certify under penalty of perjury (or equivalent statutory oath) that the statements contained herein are true and correct to the best of their knowledge and that they have authority to execute this Constitutive Act on behalf of the named founding parties.

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